Edgar Filing: NOVA MEASURING INSTRUMENTS LTD

zk1516309.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

February 18, 2015

Commission File No.: 000-30668

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): ____

Attached hereto and incorporated by way of reference herein is a press release issued by the Registrant and entitled: “Nova Announces Record 2014 Full-Year Results”.

The financial statements tables included in the press release (pages 5-9 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.

	NOVA MEASURING INSTRUMENTS LTD. (Registrant)

Date: February 18, 2015	By:	/s/ Dror David
		Dror David
		Chief Financial Officer

Company Contact:

Dror David, Chief Financial Officer

Nova Measuring Instruments Ltd.

Tel: +972-73-229-5760

E-mail: info@novameasuring.com

www.novameasuring.com

Investor Relations Contacts:

Hayden/ MS-IR LLC

Miri Segal

Tel: +917-607-8654

E-mail: msegal@ms-ir.com

David Fore

Tel: +206-395-2711

E-mail: dave@haydenir.com

Company Press Release

Nova Announces Record 2014 Full-Year Results

Record Annual Revenues of $120.6 million

Annual Net Income of $18.7 million

Rehovot, Israel, February 18, 2015 - Nova Measuring Instruments Ltd. (Nasdaq: NVMI), a leading innovator and a key provider of optical metrology solutions for advanced process control used in semiconductor manufacturing, today reported record 2014 full year results.

Full Year 2014 Highlights:

Record annual revenues of $120.6 million

Annual GAAP Net income up 77% year-over-year

Record annual cash flow from operating activities of $33.5 million

Increased deliveries to support 20nm technology nodes and below - 76% of yearly product revenues

Strengthened position in Memory with extended product penetration

Software products generated 4% of annual revenues

Initiated capital return program with $12 million share repurchase plan

	GAAP Results ($K)
		Q4 2014		Q3 2014		Q4 2013		FY2014		FY2013
Revenues	$	25,823	$	27,350	$	30,189		$	120,618	$	111,509
Net Income	$	3,291	$	3,269	$	3,077		$	18,652	$	10,515
Earnings per Diluted Share	$	0.12	$	0.12	$	0.11		$	0.67	$	0.38

	NON-GAAP Results ($K)
		Q4 2014		Q3 2014			Q4 2013	FY2014		FY2013
Net Income	$	2,259	$	3,854	$	4,055		$	19,150	$	14,147
Earnings per Diluted Share	$	0.08	$	0.14	$	0.15		$	0.69	$	0.52

A reconciliation between GAAP operating results and non-GAAP operating results is provided following the financial statements that are part of this release. Non-GAAP results exclude adjustments of deferred taxes, stock based compensation expenses, income from insurance claim and loss related to equipment and inventory damage.

Management Comments

“Nova continues to perform well, delivering bottom-line results that exceeded the quarterly guidance and revenues in-line with our outlook, leading to a record year in 2014,” commented Eitan Oppenhaim, President and CEO of Nova. “This is another record year in revenues for the company, reflecting the growing adoption of our Optical Metrology solutions and a stronger position in the advanced technology nodes.”

“Our investment in strengthening our product offering is clearly paying off and improving our market position, as advanced nodes now account for the majority of our deliveries, with 76% of our yearly revenues generated from 20nm technology nodes and below,” continued Mr. Oppenhaim. “During the year, we also diversified our business across a broader base of customers, with three customers contributing more than 10% each to our business. We are particularly excited about the market acceptance of our software solutions, and we view them as a significant growth engine going forward.”

Mr. Oppenhaim added, “With these encouraging results we are well positioned to capture more growth opportunities in 2015. We are confident that our solid business model and capital structure will continue to support our growing presence in multiple customers with more process steps and in all advanced technology nodes.”

2014 Full Year Results

Total revenues for 2014 were $120.6 million, an increase of 8% compared to total revenues of $111.5 million for 2013.

Gross margin in 2014 was 53%, similar to 2013.

Operating expenses in 2014 were $46.7 million, similar to 2013.

On a GAAP basis, the company reported net income of $18.7 million in 2014, or $0.67 per diluted share. This compares to a net income of $10.5 million, or $0.38 per diluted share, in 2013.

On a Non-GAAP basis, which excludes adjustments of deferred taxes, stock based compensation expenses, and with respect to 2013 also income from insurance claim and loss related to equipment and inventory damage, the company reported net income $19.2 million in 2014, or $0.69 per diluted share. This compares to a net income of $14.1 million, or $0.52 per diluted share, in 2013.

During 2014, the company generated $33.5 million in cash flow from operating activities, as compared to $11.0 million cash flow generated from operating activities in 2013.

Total cash reserves at the end of 2014 were $123.7 million, compared to $99.7 million at the end of 2013.

2014 Fourth Quarter Results

Total revenues for the fourth quarter of 2014 were $25.8 million, a decrease of 14% relative to the fourth quarter of 2013, and a decrease of 6% relative to the third quarter of 2014.

Gross margin for the fourth quarter of 2014 was 52%, compared with 53% in the fourth quarter of 2013 and 54% in the third quarter of 2014.

Operating expenses in the fourth quarter of 2014 were $11.9 million, compared with $12.0 million in the fourth quarter of 2013 and $11.5 million in the third quarter of 2014.

On a GAAP basis, the company reported net income of $3.3 million, or $0.12 per diluted share, in the fourth quarter of 2014. This compares to a net income of $3.1 million, or $0.11 per diluted share, in the fourth quarter of 2013, and a net income of $3.3 million, or $0.12 per diluted share, in the third quarter of 2014.

On a Non-GAAP basis, which excludes adjustments of deferred taxes and stock based compensation expenses, the company reported net income of $2.3 million, or $0.08 per diluted share, in the fourth quarter of 2014. This compares to a net income of $4.1 million, or $0.15 per diluted share, in the fourth quarter of 2013, and a net income of $3.9 million, or $0.14 per diluted share, in the third quarter of 2014.

Conference Call Information

Nova will host a conference call today, February 18, 2015 at 4:30 p.m. Eastern Time, to discuss the fourth quarter and full year 2014 results and future outlook.

To attend the conference call, please dial one of the following teleconferencing numbers. Please begin by placing your calls 5 minutes before the conference call commences. If you are unable to connect using the toll-free numbers, please try the international dial-in number.

U.S. Dial-in Number: 1-888-812-8535

ISRAEL Dial-in Number: 1809-24-6064

INTERNATIONAL Dial-in Number: 1-913-312-6664

At:

4:30 p.m. Eastern Time

1:30 p.m. Pacific Time

11:30 p.m. Israeli Time

The conference call will also be webcast live from a link on Nova’s website at http://ir.novameasuring.com. For those unable to participate in the conference call, there will be a replay available from a link on Nova’s website at http://ir.novameasuring.com.

About Nova: Nova Measuring Instrument Ltd. delivers continuous innovation by providing advanced optical metrology solutions for the semiconductor manufacturing industry. Deployed with the world’s largest integrated-circuit manufacturers, Nova’s products deliver state-of-the-art, high-performance metrology solutions for effective process control throughout the semiconductor fabrication lifecycle. Nova’s product portfolio, which combines high-precision hardware and cutting-edge software, supports the development and production of the most advanced devices in today’s high-end semiconductor market. Nova’s technical innovation and market leadership enable customers to improve process performance, enhance products’ yields and accelerate time to market. Nova acts as a partner to semiconductor manufacturers from its offices around the world. Additional information may be found at www.novameasuring.com.

Nova is traded on the NASDAQ & TASE under the symbol NVMI.

This press release provides financial measures that exclude non-cash charges for stock-based compensation, income from insurance claim, loss 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; our dependency on a small number of large customers and small number of suppliers; 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; 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 the extremely competitive market we are operation in; 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; new product offerings from our competitors; 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, 2013 filed with the Securities and Exchange Commission on February 28, 2014. 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 December 31,
	2 0 1 4		2 0 1 3
CURRENT ASSETS
Cash and cash equivalents		13,649		17,542
Short-term interest-bearing bank deposits		107,289		79,552
Held for trading securities		1,995		-
Available for sale securities		-		1,845
Trade accounts receivable		15,566		27,947
Inventories		16,107		18,118
Deferred income tax assets		142		137
Other current assets		2,928		3,922
		157,676		149,063
LONG-TERM ASSETS
Long-term interest-bearing bank deposits		750		750
Deferred income tax assets		1,654		33
Other long-term assets		169		197
Severance pay funds		1,580		1,852
		4,153		2,832

FIXED ASSETS, NET		11,450		10,382

TOTAL ASSETS		173,279		162,277

CURRENT LIABILITIES
Trade accounts payable		11,568		15,599
Deferred revenues		3,022		3,420
Other current liabilities		12,606		11,448
		27,196		30,467

LONG-TERM LIABILITIES
Liability for employee severance pay		2,465		2,798
Deferred revenues		36		341
Other long-term liability		-		7
		2,501		3,146

SHAREHOLDERS' EQUITY		143,582		128,664

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		173,279		162,277

NOVA MEASURING INSTRUMENTS LTD.

QUARTERLY CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three months ended
	December 31			September 30		December 31
	2 0 1 4			2 0 1 4		2 0 1 3
REVENUES
Products		17,260			20,157		24,739
Services		8,563			7,193		5,450
		25,823			27,350		30,189

COST OF REVENUES
Products		7,394			8,543		10,299
Services		4,967			3,975		4,018
		12,361			12,518		14,317

GROSS PROFIT		13,462			14,832		15,872

OPERATING EXPENSES
Research and Development expenses, net		7,935			7,510		7,491
Sales and Marketing expenses		2,948			2,888		3,128
General and Administration expenses		981			1,096		1,350
		11,864			11,494		11,969

OPERATING PROFIT		1,598			3,338		3,903

FINANCING INCOME, NET		166			20		60

INCOME BEFORE INCOME TAXES		1,764			3,358		3,963

INCOME TAXES EXPENSES (BENEFIT)		(1,527	)		89		886

NET INCOME FOR THE PERIOD		3,291			3,269		3,077

Earnings per share:

Basic		0.12			0.12		0.11
Diluted		0.12			0.12		0.11

Shares used for calculation of earnings per share:

Basic		27,273			27,496		27,268
Diluted		27,491			27,780		27,548

NOVA MEASURING INSTRUMENTS LTD.

ANNUAL CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Year ended
	December 31,
	2 0 1 4			2 0 1 3
REVENUES
Products		92,208			89,410
Services		28,410			22,099
		120,618			111,509

COST OF REVENUES
Products		39,784			37,765
Services		17,221			14,673
		57,005			52,438

GROSS PROFIT		63,613			59,071

OPERATING EXPENSES
Research and Development expenses, net		29,498			29,578
Sales and Marketing expenses		12,747			11,963
General and Administration expenses		4,457			5,197
		46,702			46,738

OPERATING PROFIT		16,911			12,333

FINANCING INCOME, NET		563			693

INCOME BEFORE INCOME TAXES		17,474			13,026

INCOME TAXES EXPENSES (BENEFIT)		(1,178	)		2,511

NET INCOME FOR THE YEAR		18,652			10,515

Earnings per share:

Basic		0.68			0.39
Diluted		0.67			0.38

Shares used for calculation of earnings per share:

Basic		27,447			27,091
Diluted		27,807			27,373

NOVA MEASURING INSTRUMENTS LTD.

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

	Three months ended
	December 31			September 30			December 31
	2 0 1 4			2 0 1 4			2 0 1 3
CASH FLOW – OPERATING ACTIVITIES

Net income for the period		3,291			3,269			3,077

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

Depreciation and amortization		1,005			1,072			945
Amortization of deferred stock-based compensation		510			620			518
Decrease in liability for employee termination benefits, net		(42	)		(77	)		(37	)
Decrease (increase) in deferred income tax assets, net		(1,542	)		(35	)		460
Loss on securities		175			-			-
Decrease (increase) in trade accounts receivables		7,208			3,330			(7,118	)
Decrease (increase) in inventories		935			1,963			(1,950	)
Decrease (increase) in other current and long term assets		(386	)		1,254			(291	)
Increase (decrease) in trade accounts payables and other long-term liabilities		2,674			(3,207	)		4,489
Increase (decrease) in other current liabilities		(438	)		56			1,600
Decrease in short and long term deferred revenues		(1,127	)		(1,906	)		(234	)
Net cash provided by operating activities		12,263			6,339			1,459

CASH FLOW – INVESTMENT ACTIVITIES

Decrease (increase) in short-term interest-bearing bank deposits		(7, 295	)		(8,458	)		4,367
Increase in long-term interest-bearing bank deposits		-			-			(345	)
Proceeds from (investment in) short-term available for sale securities		1,617			18			(1,845	)
Investment in short term held for trading securities		(1,942	)		-			-
Additions to fixed assets		(1,693	)		(1,788	)		(1,974	)
Net cash provided by (used in) investment activities		(9,313	)		(10,228	)		203

CASH FLOW – FINANCING ACTIVITIES

Purchases of treasury shares		(2,450	)		(3,173	)		-
Shares issued under employee share-based plans		-			312			123
Net cash provided by (used in) financing activities		(2,450	)		(2,861	)		123

Increase (decrease) in cash and cash equivalents		500			(6,750	)		1,785

Cash and cash equivalents – beginning of period		13,149			19,899			15,757

Cash and cash equivalents – end of period		13,649			13,149			17,542

NOVA MEASURING INSTRUMENTS LTD.

ANNUAL CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

	Year ended
	December 31,
	2 0 1 4			2 0 1 3
CASH FLOW – OPERATING ACTIVITIES

Net income for the year		18,652			10,515

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

Depreciation and amortization		3,951			3,522
Loss related to equipment and inventory damage		-			148
Amortization of deferred stock-based compensation		2,124			2,095
Increase (decrease) in liability for employee termination benefits, net		(71	)		17
Loss on securities		175			-
Decrease (increase) in deferred income tax assets, net		(1,626	)		1,898
Decrease (increase) in trade accounts receivables		12,381			(10,585	)
Decrease (increase) in inventories		2,226			(1,783	)
Decrease (increase) in other current and long term assets		408			(1,234	)
Increase (decrease) in trade accounts payables and other long-term liabilities		(4,038	)		4,517
Increase in other current liabilities		64			3,054
Decrease in short and long term deferred revenues		(703	)		(1,173	)
Net cash provided by operating activities		33,543			10,991

CASH FLOW – INVESTMENT ACTIVITIES

Increase in short-term interest-bearing bank deposits		(27,737	)		(4,513	)
Increase in long-term interest-bearing bank deposits		-			(345	)
Proceeds from (investment in) short-term available for sale securities		1,617			(1,845	)
Investment in short-term held for trading securities		(1,942	)		-
Reimbursement from insurance claim		-			219
Additions to fixed assets		(5,234	)		(4,119	)
Net cash used in investment activities		(33,296	)		(10,603	)

CASH FLOW – FINANCING ACTIVITIES

Purchases of treasury shares		(6,726	)		-
Shares issued under employee share-based plans		2,586			1,191
Net cash provided by (used in) financing activities		(4,140	)		1,191

Increase (decrease) in cash and cash equivalents		(3,893	)		1,579

Cash and cash equivalents – beginning of year		17,542			15,963

Cash and cash equivalents – end of year		13,649			17,542

NOVA MEASURING INSTRUMENTS LTD.

DISCLOSURE OF NON-GAAP NET INCOME

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

	Three months ended
	December 31			September 30			December 31
	2 0 1 4			2 0 1 4			2 0 1 3

GAAP Net income for the period		3,291			3,269			3,077

Non-GAAP Adjustments:

Stock based compensation expenses		510			620			518
Deferred income tax assets, net		(1,542	)		(35	)		460

Non-GAAP Net income for the period		2,259			3,854			4,055

Non-GAAP Net income per share:

Basic		0.08			0.14			0.15
Diluted		0.08			0.14			0.15

Shares used for calculation of Non-GAAP earnings per share:

Basic		27,273			27,496			27,268
Diluted		27,491			27,780			27,548

	Year ended
	December 31,
	2 0 1 4			2 0 1 3

GAAP Net income for the year		18,652			10,515

Non-GAAP Adjustments:

Stock based compensation expenses		2,124			2,095
Deferred income tax assets, net		(1,626	)		1,898
Reimbursement from insurance claim		-			(509	)
Loss related to equipment and inventory damage		-			148

Non-GAAP Net income for the year		19,150			14,147

Non-GAAP Net income per share:

Basic		0.70			0.52
Diluted		0.69			0.52

Shares used for calculation of Non-GAAP earnings per share:

Basic		27,447			27,091
Diluted		27,807			27,373