Edgar Filing: NOVA MEASURING INSTRUMENTS LTD

zk1313436.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

July 30, 2013

Commission File No.: 000-30688

NOVA MEASURING INSTRUMENTS LTD.

(Translation of registrant’s name into English)

Building 22 Weizmann Science Park, Rehovot

P.O.B 266

Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F S Form 40-F £

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes £ No S

Attached hereto and incorporated by way of reference herein is a press release issued by the Registrant and entitled: “Nova Announces 2013 Second Quarter Results”.

The financial statements tables included in the press release (pages 4-8 of the press release) are hereby incorporated by reference into the Registrant’s registration statements on Form S-8, filed with the Securities and Exchange Commission on the following dates: December 29, 2005 (File No. 333-130745); November 5, 2007 (File No. 333-147140) and October 25, 2012 (File No. 333-184585).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 30, 2013

NOVA MEASURING INSTRUMENTS LTD.

(Registrant)

By: /s/ Dror David

——————————————

Dror David

Chief Financial Officer

Company Contact:

Dror David, Chief Financial Officer

Nova Measuring Instruments Ltd.

Tel: +972-73-229-5833

E-mail: info@novameasuring.com

www.novameasuring.com

Investor Relations Contacts:

Ehud Helft / Kenny Green

CCG Investor Relations

Tel: +1-646-201-9246

E-mail: nova@ccgisrael.com

Company Press Release

NOVA ANNOUNCES 2013 SECOND QUARTER RESULTS

Rehovot, Israel – July 30, 2013 - Nova Measuring Instruments Ltd. (Nasdaq: NVMI), provider of leading edge stand alone metrology and the market leader of integrated metrology solutions to the semiconductor process control market, today reported its 2013 second quarter results.

Highlights for the Second Quarter of 2013

Quarterly revenues of $28.1 million

Blended gross margin of 55%

GAAP Net income of $2.8 million, or $0.10 per diluted share

Non-GAAP Net income of $3.8 million, or $0.14 per diluted share

Positive cash flow from operations of $3.5 million

Management Comments

“We are pleased to report revenues for the second quarter near the high end of our guidance range,” said Gabi Seligsohn, President and CEO of Nova. “This strong performance, combined with a slightly more favorable revenue mix than we expected, also enabled us to exceed the high end of our earnings guidance.”

“Our strong position in the foundry segment continues to be reflected in our results, as several customers ramp up 28nm capacity, continuing the demand for both stand-alone and integrated metrology tools for this process node. In turn, we are able to continue to invest in breakthrough technology such as the new NovaMARS 6.0 modeling engine which we introduced during the second quarter, while also generating positive operating cash flow. During the second quarter, we increased our cash position to $98 million.”

Addressing the business outlook, Mr. Eitan Oppenheim, President and CEO-elect said, “We expect demand for both stand-alone and integrated systems from our broad base of foundry customers to continue during the second half of 2013, mainly for production in 28nm, and possibly 20nm late in the year. We also expect to ship systems for 20nm pilot lines and 16/14nm R&D lines. In addition, we will continue to take advantage of upgrade opportunities, while also collaborating on advanced process control development with leading customers and OEMs. During the second half of 2013, our focus will be on preparing for the 20nm ramp up and the next expansion phase in memory, increasing the adoption of our stand-alone metrology tools for advanced 3D processes, and continuing our strategic software development and expansion initiatives. We will also be leveraging our initial success to further penetrate the 3D interconnect market.”

Nova will discuss the results, along with its outlook and guidance for the third quarter of 2013, on a conference call today, July 30, 2013, beginning at 5:00pm ET. The call will be webcast live from a link on Nova’s website at http://ir.novameasuring.com.

Nova will also conduct a conference call in Hebrew on Wednesday, July 31, 2013 at 11:00am Israel Time.

2013 Second Quarter Results

Total revenues for the second quarter of 2013 were $28.1 million, an increase of 4% relative to the second quarter of 2012, and an increase of 3% relative to the first quarter of 2013.

Gross margin for the second quarter of 2013 was 55%, compared with 54% in the second quarter of 2012 and 54% in the first quarter of 2013.

Operating expenses in the second quarter of 2013 were $12.0 million, compared with $9.9 million in the second quarter of 2012 and $11.8 million in the first quarter of 2013.

On a GAAP basis, the company reported net income of $2.8 million, or $0.10 per diluted share, in the second quarter of 2013. This compares to a net income of $3.7 million, or $0.14 per diluted share, in the second quarter of 2012, and a net income of $2.4 million, or $0.09 per diluted share, in the first quarter of 2013.

On a Non-GAAP basis, which excludes deferred income tax adjustments, stock based compensation expenses and loss or income related to equipment and inventory damage, the company reported net income of $3.8 million, or $0.14 per diluted share, in the second quarter of 2013. This compares to a net income of $5.4 million, or $0.20 per diluted share, in the second quarter of 2012, and a net income of $3.6 million, or $0.13 per diluted share, in the first quarter of 2013.

Total cash reserves at the end of the second quarter of 2013 were $97.6 million.

Conference call details

To attend the conference call today, July 30, 2013, at 5:00pm ET, please dial in the US: 1 877 280 1254; or internationally +972 3 763 0145 or +1 646 254 3361.

To attend the conference call in Hebrew, on July 31, 2013, at 11:00am Israel Time, please dial +972 3 918 0609.

Nova’s financial results conference call on July 30, 2013 will be webcast live from a link on Nova’s website at http://ir.novameasuring.com, together with a presentation to accompany the conference call.

Replays of both the English and Hebrew conference calls will be available from the same link.

About Nova: Nova Measuring Instruments Ltd. develops, produces and markets advanced integrated and stand alone metrology solutions for the semiconductor manufacturing industry. Nova is traded on the NASDAQ & TASE under the symbol NVMI. The Company's website is: www.novameasuring.com.

This press release provides financial measures that exclude non-cash charges for stock-based compensation, loss or income related to equipment and inventory damage as well as deferred income taxes adjustments and are therefore not calculated in accordance with generally accepted accounting principles (GAAP). Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding Nova's performance because they reflect our operational results and enhances management's and investors' ability to evaluate Nova's performance before charges or benefits considered by management to be outside Nova's ongoing operating results.

The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management believes that it is in the best interest of its investors to provide financial information that will facilitate comparison of both historical and future results and allows greater transparency to supplemental information used by management in its financial and operational decision making. A reconciliation of each GAAP to non-GAAP financial measure discussed in this press release is contained in the accompanying financial tables.

This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding trends, demand for our products, expected deliveries, transaction, expected revenues, operating results, earnings and profitability. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward looking statements. These risks and other factors include but are not limited to: our dependency on two product lines; the highly cyclical nature of the markets we target; our inability to reduce spending during a slowdown in the semiconductor industry; our ability to respond effectively on a timely basis to rapid technological changes; our dependency on PEM; risks related to exclusivity obligations and non-limited liability that may be included in our commercial agreements and arrangements; cyber security risks; risks related to open source technologies; our ability to retain our competitive position despite the ongoing consolidation in our industry; risks related to our dependence on a single manufacturing facility; risks related to our lease agreements; our ability to expand our manufacturing capacity or marketing efforts to support our future growth; risks related to quarterly fluctuations in our operating results; risks related to the extremely competitive market we are operation in; our dependency on a small number of large customers and small number of suppliers; our dependency on our key employees; risks related to changes in our order backlog; risks related to the financial, political and environmental instabilities in Asia; risks related to our intellectual property; changes in customer demands for our products; new product offerings from our competitors; changes in or an inability to execute our business strategy; unanticipated manufacturing or supply problems; changes in tax requirements; changes in customer demand for our products; risks related to currency fluctuations and risks related to our operations in Israel. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading “Risk Factors” in Nova’s Annual Report on Form 20-F for the year ended December 31, 2012 filed with the Securities and Exchange Commission on March 11, 2013. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Measuring Instruments Ltd. does not assume any obligation to update the forward-looking information contained in this press release.

(Tables to Follow)

NOVA MEASURING INSTRUMENTS LTD.

CONSOLIDATED BALANCE SHEET

(U.S. dollars in thousands)

	As of June 30,		As of December 31,
	2013		2012

CURRENT ASSETS
Cash and cash equivalents		17,799		15,963
Short-term interest-bearing bank deposits		79,371		75,039
Trade accounts receivable		19,717		17,362
Inventories		16,205		17,827
Deferred income tax assets		528		1,850
Other current assets		2,518		2,549
		136,138		130,590
LONG-TERM ASSETS
Long-term interest-bearing bank deposits		405		405
Other long-term assets		419		516
Severance pay funds		1,819		1,873
		2,643		2,794

FIXED ASSETS, NET		9,607		8,660

TOTAL ASSETS		148,388		142,044

CURRENT LIABILITIES
Trade accounts payable		10,601		10,819
Deferred income		2,634		4,775
Other current liabilities		9,194		8,444
		22,429		24,038

LONG-TERM LIABILITIES
Liability for employee severance pay		2,805		2,806
Deferred income		568		159
Other long-term liability		266		270
		3,639		3,235

SHAREHOLDERS' EQUITY		122,320		114,771

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		148,388		142,044

NOVA MEASURING INSTRUMENTS LTD.

QUARTERLY CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except per share data)

	Three months ended
	June 30, 2013		March 31, 2013		June 30, 2012

REVENUES
Products		22,419		22,341		22,070
Services		5,705		5,084		4,980
		28,124		27,425		27,050

COST OF REVENUES
Products		9,342		9,079		9,150
Services		3,449		3,580		3,324
		12,791		12,659		12,474

GROSS PROFIT		15,333		14,766		14,576

OPERATING EXPENSES
Research and Development expenses, net		7,567		7,499		5,893
Sales and Marketing expenses		2,968		3,224		3,048
General and Administration expenses		1,472		1,119		972
		12,007		11,842		9,913

OPERATING PROFIT		3,326		2,924		4,663

INTEREST INCOME, NET		246		130		339

INCOME BEFORE INCOME TAXES		3,572		3,054		5,002

INCOME TAXES EXPENSES		769		659		1,278

NET INCOME FOR THE PERIOD		2,803		2,395		3,724

Net income per share:
Basic		0.10		0.09		0.14
Diluted		0.10		0.09		0.14

Shares used for calculation of net income per share
Basic		27,121		26,854		26,610
Diluted		27,419		27,261		27,299

NOVA MEASURING INSTRUMENTS LTD.

YEAR TO DATE CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except per share data)

	Six months ended
	June 30, 2013		June 30, 2012

REVENUES
Product		44,760		40,837
Services		10,789		8,815
		55,549		49,652

COST OF REVENUES
Product sales		18,421		16,345
Services		7,029		6,153
		25,450		22,498

GROSS PROFIT		30,099		27,154

OPERATING EXPENSES
Research and Development expenses, net		15,066		11,474
Sales and Marketing expenses		6,192		5,929
General and Administration expenses		2,591		1,814
		23,849		19,217

OPERATING PROFIT		6,250		7,937

INTEREST INCOME, NET		376		748

INCOME BEFORE INCOME TAXES		6,626		8,685

INCOME TAX EXPENSES		1,428		2,224

NET INCOME FOR THE PERIOD		5,198		6,461

Net income per share:
Basic		0.19		0.24
Diluted		0.19		0.24

Shares used for calculation of net income per share:
Basic		26,988		26,575
Diluted		27,278		27,269

NOVA MEASURING INSTRUMENTS LTD.

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

	Three months ended
	June 30, 2013			March 31, 2013			June 30, 2012
CASH FLOW – OPERATING ACTIVITIES

Net income for the period		2,803			2,395			3,724

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization		846			824			577
Loss related to inventory damage		148			-			-
Amortization of deferred stock-based compensation		624			585			409
Increase (decrease) in liability for employee termination benefits, net		66			(11	)		(41	)
Deferred income taxes		713			609			1,241
Decrease (increase) in trade accounts receivables		(712	)		(1,643	)		971
Decrease (increase) in inventories		583			(560	)		(3,282	)
Decrease (increase) in other current and long term Assets		841			(720	)		(122	)
Increase (decrease) in trade accounts payables and other long-term liabilities		(147	)		(75	)		1,170
Increase (decrease) in other current liabilities		(504	)		1,344			(375	)
Increase (decrease) in short and long term deferred income		(1,793	)		61			212
Net cash provided by operating activities		3,468			2,809			4,484

CASH FLOW – INVESTMENT ACTIVITIES

Decrease (increase) in short-term interest-bearing bank deposits		(6,317	)		1,985			(10,150	)
Proceeds from short-term held to maturity securities		-			-			87
Proceeds from insurance claim		219			-			-
Additions to fixed assets		(1,042	)		(342	)		(679	)
Net cash provided by (used in) investment activities		(7,140	)		1,643			(10,742	)

CASH FLOW – FINANCING ACTIVITIES

Shares issued under employee share-based plans		599			457			72
Net cash provided by financing activities		599			457			72

Increase (decrease) in cash and cash equivalents		(3,073	)		4,909			(6,186	)
Cash and cash equivalents – beginning of period		20,872			15,963			26,594
Cash and cash equivalents – end of period		17,799			20,872			20,408

NOVA MEASURING INSTRUMENTS LTD.

YEAR TO DATE CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

	Six months ended
	June 30, 2013			June 30, 2012
CASH FLOW – OPERATING ACTIVITIES

Net income for the period		5,198			6,461
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization		1,670			1,154
Loss related to equipment and inventory damage		148			-
Amortization of deferred stock-based compensation		1,209			829
Increase (decrease) in liability for employee termination benefits, net		55			(51	)
Deferred income taxes		1,322			2,151
Increase in trade accounts receivables		(2,355	)		(4,118	)
Decrease (increase) in inventories		23			(6,886	)
Decrease (increase) in other current and long term assets		121			(653	)
Increase (decrease) in trade accounts payables and other long term liabilities		(222	)		4,907
Increase (decrease) in other current liabilities		840			(616	)
Increase (decrease) in short and long term deferred income		(1,732	)		1,372
Net cash provided by operating activities		6,277			4,550

CASH FLOW – INVESTMENT ACTIVITIES

Increase in short-term interest-bearing bank deposits		(4,332	)		(1,782	)
Proceeds from short-term held to maturity securities		-			33
Proceeds from insurance claim		219			-
Additions to fixed assets		(1,384	)		(1,252	)
Net cash used in investment activities		(5,497	)		(3,001	)

CASH FLOW – FINANCING ACTIVITIES

Shares issued under employee share-based plans		1,056			143
Net cash provided by financing activities		1,056			143

Increase in cash and cash equivalents		1,836			1,692
Cash and cash equivalents – beginning of period		15,963			18,716
Cash and cash equivalents – end of period		17,799			20,408

DISCLOSURE OF NON-GAAP NET INCOME

(U.S. dollars in thousands, except per share data)

	Three months ended
	June 30,			March 31,		June 30,
	2013			2013		2012

GAAP Net income for the period		2,803			2,395		3,724

Non-GAAP Adjustments:
Stock based compensation expenses		624			585		409
Income taxes expenses		713			609		1,241
Income from insurance claim		(509	)		-		-
Loss related to equipment and inventory damage		148			-		-

Non-GAAP Net income for the period		3,779			3,589		5,374

Non-GAAP Net income per share:
Basic		0.14			0.13		0.20
Diluted		0.14			0.13		0.20

Shares used for calculation of Non-GAAP net income per share:
Basic		27,121			26,859		26,610
Diluted		27,419			27,261		27,299

	Six months ended
	June 30,			June 30,
	2013			2012

GAAP Net income for the period		5,198			6,461

Non-GAAP Adjustments:
Stock based compensation expenses		1,209			829
Deferred income taxes expenses		1,322			2,151
Income from insurance claim		(509	)		-
Loss related to equipment and inventory damage		148			-

Non-GAAP Net income for the period		7,368			9,441

Non-GAAP Net income per share:
Basic		0.27			0.36
Diluted		0.27			0.35

Shares used for calculation of Non-GAAP net income per share:
Basic		26,988			26,575
Diluted		27,278			27,269