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
 
For the month of May 2018

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 ☒ 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 Reports First Quarter 2018 Results”.

The GAAP financial statements tables included in the press release attached hereto 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: November 5, 2007 (File No. 333-147140); October 25, 2012 (File No. 333-184585), March 6, 2015 (File No. 333-202550); and August 25, 2017 (File No. 333-220158).

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: May 2, 2018
 
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: +972-73-229-5760
E-mail: info@novameasuring.com
www.novameasuring.com
Investor Relations Contact:
Miri Segal
MS-IR LLC
Tel: +917-607-8654
E-mail: msegal@ms-ir.com
 
 
Company Press Release
 
Nova Reports First Quarter 2018 Results

Rehovot, Israel – May 2, 2018 – Nova (Nasdaq: NVMI), a leading innovator and a key provider of metrology solutions for advanced process control used in semiconductor manufacturing, today reported financial results for the first quarter 2018, the period ended March 31, 2018.
 
First Quarter 2018 Highlights:
Record quarterly revenue of $62.6 million, up 15% year-over-year, exceeding guidance of $54 to $60 million
GAAP net income of $14.1 million, or $0.49 per diluted share, exceeding guidance of $0.29 to $0.40 per share
Non-GAAP net income of $15.4 million, or $0.54 per diluted share, exceeding guidance of $0.34 to $0.45 per share
Growing position in China yielded 40% of overall product revenue
Expansion in the Memory sector generated 50% of overall product revenue

GAAP Results ($K)
 
Q1 2018
Q4 2017
Q1 2017
Revenues
$62,603
$57,378
$54,430
Net Income
$14,080
 $8,241
$13,403
Earnings per Diluted Share
$0.49
$0.29
$0.48
NON-GAAP Results ($K)
 
Q1 2018
Q4 2017
Q1 2017
Net Income
$15,430
$13,021
$14,115
Earnings per Diluted Share
$0.54
$0.45
$0.50
 
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 amortization of acquired intangible assets, certain discrete tax items and stock-based compensation expenses.
 
Management Comments
 
“Nova continued to perform well this quarter, setting new revenue and profit records that demonstrate our competitive strength in the market and the growing adoption of our diversified portfolio,” commented Eitan Oppenhaim, President and Chief Executive Officer of Nova. “Growth in the first quarter was driven by two main notable factors: the expansion of our Memory business and our continued growth in China. This strong start supports our outlook for another growth year in which we continue to execute our strategic plan to expand our portfolio and enhance our value proposition. These efforts contribute directly to our customers’ success in transitioning to the most advanced technology nodes,” concluded Mr. Oppenhaim.
 

 
2018 Second Quarter Financial Outlook
 
Management provided an outlook for the second quarter, the period ending June 30, 2018. Based on current estimates, management expects:
 
          $57 million to $63 million in revenue
          $0.30 to $0.40 in diluted GAAP EPS
          $0.35 to $0.45 in diluted non-GAAP EPS
 
2018 First Quarter Results
 
Total revenues for the first quarter of 2018 were $62.6 million, an increase of 9% compared to the fourth quarter of 2017, and an increase of 15% relative to the first quarter of 2017.
 
Gross margin for the first quarter of 2018 was 58%, compared with gross margin of 56% in the fourth quarter of 2017 and compared with gross margin of 60% in the first quarter of 2017.
 
Operating expenses in the first quarter of 2018 were $20.3 million. This is compared with $19.7 million in the fourth quarter of 2017 and compared with $17.7 million in the first quarter of 2017.
 
On a GAAP basis, the company reported net income of $14.1 million, or $0.49 per diluted share, in the first quarter of 2018. This is compared with net income of $8.2 million, or $0.29 per diluted share, in the fourth quarter of 2017, and compared with net income of $13.4 million, or $0.48 per diluted share, in the first quarter of 2017.
 
On a Non-GAAP basis, which excludes amortization of acquired intangible assets, certain discrete tax items and stock-based compensation expenses, the company reported net income of $15.4 million, or $0.54 per diluted share, in the first quarter of 2018. This is compared with net income of $13.0 million, or $0.45 per diluted share, in the fourth quarter of 2017, and compared with net income of $14.1 million, or $0.50 per diluted share, in the first quarter of 2017.
 
Conference Call Information
 
Nova will host a conference call today, May 2, 2018, at 9 a.m. Eastern Time, to discuss the financial results and future outlook. To attend the conference call, please dial one of the following teleconferencing numbers. Please begin by placing your calls five 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: 1-888-394-8218
Israel Dial-in Number: 1-809-212- 883
International Dial-in Number: 1-323-701-0225
At:
9 a.m. Eastern Time
6 a.m. Pacific Time
4 p.m. Israel 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.
 
Replay Dial-In Numbers:
U.S. Dial-in Number:   1-844-512-2921
International Dial-in Number:   1-412-317-6671
From:  05/02/18 at 12:00 pm Eastern Time
To:    05/09/18 at 11:59 pm Eastern Time
Replay Pin Number:  1121259
 

 
About Nova: Nova Measuring Instruments delivers continuous innovation by providing advanced 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 charges for amortization of acquired intangible assets, certain discrete tax items and stock-based compensation expenses 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, but are not limited to, anticipated growth opportunities and projections about our business and its future revenues, expenses 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. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to, the following: our dependency on three product lines; our dependency on a small number of large customers and small number of suppliers; the highly cyclical and competitive nature of the markets we target and we operate in; 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 PEMs; 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 our manufacturing facilities; risks related to changes in our order backlog; risks related to efforts to complete and integrate current and/or future acquisitions; risks related to the worldwide financial instabilities; risks related to our intellectual property; new product offerings from our competitors; unanticipated manufacturing or supply problems; risks related to government programs we participate in; risks related to taxation; changes in customer demand for our products; risks related to currency fluctuations; risks related to technology security threats and changes in privacy laws; risks related to acquisitions we may pursue 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, 2017 filed with the Securities and Exchange Commission on February 28, 2018. 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.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands) - (Unaudited)
 
   
As of
 
 
March 31,
2018
   
December 31,
2017
 
ASSETS
           
Current assets
           
Cash and cash equivalents
   
28,468
     
27,697
 
Short-term interest-bearing bank deposits
   
132,198
     
121,390
 
Trade accounts receivable
   
37,425
     
40,949
 
Inventories
   
39,064
     
34,921
 
Other current assets
   
5,807
     
7,313
 
                 
Total current assets
   
242,962
     
232,270
 
                 
Long-term assets
               
Long-term interest-bearing bank deposits
   
1,100
     
750
 
Deferred tax assets
   
2,093
     
1,957
 
Severance pay funds
   
1,512
     
1,503
 
Property and equipment, net
   
13,612
     
13,891
 
Identifiable intangible assets, net
   
12,147
     
12,800
 
Goodwill
   
20,114
     
20,114
 
                 
Total long-term assets
   
50,578
     
51,015
 
                 
Total assets
   
293,540
     
283,285
 
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities
               
Trade accounts payable
   
18,050
     
15,754
 
Deferred revenues
   
5,965
     
10,334
 
Other current liabilities
   
23,191
     
26,038
 
                 
Total current liabilities
   
47,206
     
52,126
 
                 
Long-term liabilities
               
Liability for employee severance pay
   
2,558
     
2,590
 
Other long-term liabilities
   
2,115
     
1,833
 
                 
Total long-term liabilities
   
4,673
     
4,423
 
                 
Shareholders' equity
   
241,661
     
226,736
 
                 
Total liabilities and shareholders’ equity
   
293,540
     
283,285
 
 

 
NOVA MEASURING INSTRUMENTS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (U.S. dollars in thousands, except per share data) - (Unaudited)

   
Three months ended
 
   
March 31,
2018
   
March 31,
2017
 
             
Revenues:
           
Products
   
50,185
     
43,516
 
Services
   
12,418
     
10,914
 
Total revenues
   
62,603
     
54,430
 
                 
Cost of revenues:
               
Products
   
17,969
     
15,120
 
Services
   
8,277
     
6,450
 
Total cost of revenues
   
26,246
     
21,570
 
                 
Gross profit
   
36,357
     
32,860
 
                 
Operating expenses:
               
Research and development expenses, net
   
11,226
     
9,275
 
Sales and marketing expenses
   
6,231
     
6,088
 
General and administrative expenses
   
2,230
     
1,657
 
Amortization of acquired intangible assets
   
653
     
640
 
Total operating expenses
   
20,340
     
17,660
 
                 
Operating income
   
16,017
     
15,200
 
                 
Financing income, net
   
448
     
415
 
                 
Income before tax on income
   
16,465
     
15,615
 
                 
Income tax expenses
   
2,385
     
2,212
 
                 
Net income for the period
   
14,080
     
13,403
 
                 
Earnings per share:
               
Basic
   
0.50
     
0.49
 
Diluted
   
0.49
     
0.48
 
                 
Shares used for calculation of earnings per share:
               
                 
Basic
   
27,915
     
27,467
 
Diluted
   
28,739
     
28,148
 



NOVA MEASURING INSTRUMENTS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands) - (Unaudited)

   
Three months ended
 
   
March 31,
2018
   
March 31,
2017
 
Cash flows from operating activities:
           
Net income for the period
   
14,080
     
13,403
 
                 
Adjustments to reconcile net income to net cash provided by operating activities: 
               
Depreciation
   
915
     
955
 
Amortization of acquired intangible assets
   
653
     
640
 
Amortization of deferred stock-based compensation
   
834
     
663
 
Increase (decrease) in liability for employee termination benefits, net
   
(41
)
   
32
 
Deferred tax assets, net
   
(136
)
   
(591
)
Decrease in trade accounts receivable
   
3,567
     
4,387
 
Increase in inventories
   
(4,475
)
   
(1,575
)
Decrease in other current and long-term assets
   
1,506
     
421
 
Increase in trade accounts payable
   
2,353
     
90
 
Increase (decrease) in other current liabilities and other long-term liabilities
   
(2,684
)
   
1,879
 
Increase (decrease) in short and long term deferred revenues
   
(4,369
)
   
2,394
 
                 
Net cash provided by operating activities
   
12,203
     
22,698
 
                 
Cash flow from investment activities:
               
Increase in short-term interest-bearing bank deposits, including long-term
   
(11,158
)
   
(20,078
)
Additions to property and equipment
   
(361
)
   
(420
)
                 
Net cash used in investment activities
   
(11,519
)
   
(20,498
)
                 
Cash flows from financing activities:
               
Shares issued under employee stock-based plans
   
87
     
1,817
 
                 
Net cash provided by financing activities
   
87
     
1,817
 
                 
Increase in cash and cash equivalents
   
771
     
4,017
 
Cash and cash equivalents – beginning of period
   
27,697
     
20,406
 
Cash and cash equivalents – end of period
   
28,468
     
24,423
 


 
 NOVA MEASURING INSTRUMENTS LTD.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(U.S. dollars in thousands, except percentage and per share data) - (Unaudited)
 
   
Three months ended
 
   
March 31,
2018
   
December 31,
2017
   
March 31,
2017
 
GAAP cost of revenues
   
26,246
     
25,324
     
21,570
 
Stock-based compensation in cost of products
   
(92
)
   
(107
)
   
(76
)
Stock-based compensation in cost of services
   
(79
)
   
(89
)
   
(66
)
Non-GAAP cost of revenues
   
26,075
     
25,128
     
21,428
 
                         
GAAP gross profit
   
36,357
     
32,054
     
32,860
 
Gross profit adjustments
   
171
     
196
     
142
 
Non-GAAP gross profit
   
36,528
     
32,250
     
33,002
 
GAAP gross margin as a percentage of revenues
   
58
%
   
56
%
   
60
%
Non-GAAP gross margin as a percentage of revenues
   
58
%
   
56
%
   
61
%
                         
GAAP operating expenses
   
20,340
     
19,723
     
17,660
 
Stock-based compensation in research and development
   
(340
)
   
(346
)
   
(262
)
Stock-based compensation in sales and marketing
   
(219
)
   
(216
)
   
(165
)
Stock-based compensation in general and administrative
   
(104
)
   
(141
)
   
(94
)
Amortization of acquired intangible assets
   
(653
)
   
(640
)
   
(640
)
Non-GAAP operating expenses
   
19,024
     
18,380
     
16,499
 
Non-GAAP operating income
   
17,504
     
13,870
     
16,503
 
GAAP operating margin as a percentage of revenues
   
26
%
   
21
%
   
28
%
Non-GAAP operating margin as a percentage of revenues
   
28
%
   
24
%
   
30
%
                         
GAAP tax on income
   
2,385
     
4,800
     
2,212
 
Certain discrete tax items
   
137
     
(3,241
)
   
591
 
Non-GAAP tax on income
   
2,522
     
1,559
     
2,803
 
                         
GAAP net income
   
14,080
     
8,241
     
13,403
 
Amortization of acquired intangible assets
   
653
     
640
     
640
 
Stock-based compensation expenses
   
834
     
899
     
663
 
Certain discrete tax items
   
(137
)
   
3,241
     
(591
)
Non-GAAP net income
   
15,430
     
13,021
     
14,115
 
                         
GAAP basic earnings per share
   
0.50
     
0.30
     
0.49
 
Non-GAAP basic earnings per share
   
0.55
     
0.47
     
0.51
 
                         
GAAP diluted earnings per share
   
0.49
     
0.29
     
0.48
 
Non-GAAP diluted earnings per share
   
0.54
     
0.45
     
0.50
 
                         
Shares used for calculation of earnings per share:
                       
Basic
   
27,915
     
27,873
     
27,467
 
Diluted
   
28,739
     
28,786
     
28,148