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 2020

Commission File No.: 000-30668
 
NOVA MEASURING INSTRUMENTS LTD.
(Translation of registrant’s name into English)

5 David Fikes St., 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 2020 Results, Exceeds Guidance”.

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 14, 2020
 
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@novami.com
www.novami.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 2020 Results, Exceeds Guidance
 
Rehovot, Israel, May 14, 2020 - Nova (Nasdaq: NVMI) today announced financial results for the first quarter ended March 31st, 2020.
 
First Quarter 2020 Highlights:

 
Quarterly revenue of $61.0 million, exceeding guidance of $50 million to $60 million.
 
GAAP net income of $11.7 million, or $0.41 per diluted share, exceeding guidance of $0.18 to $0.34 per share.
 
Non-GAAP net income of $13.5 million, or $0.47 per diluted share, exceeding guidance of $0.26 to $0.42 per share.
 
Balanced product revenue mix across Logic/Foundry and Memory.
 
Nova’s optical metrology solutions selected by leading global logic manufacturer for its global logic fabrication sites. Initial revenues were recognized in the first quarter of 2020.

GAAP Results ($K)
 
Q1 2020
Q4 2019
Q1 2019
Revenues
$61,022
$64,625
$56,657
Net Income
$11,682
$12,385
$7,756
Earnings per Diluted Share
$0.41
$0.43
$0.27
NON-GAAP Results ($K)
 
Q1 2020
Q4 2019
Q1 2019
Net Income
$13,481
$14,561
$10,449
Earnings per Diluted Share
$0.47
$0.51
$0.37
 
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, stock-based compensation expenses, facilities transition costs, revaluation of long-term liabilities and tax effect of non-GAAP adjustments.

Management Comments
 
“Nova performed well this quarter with revenue and profitability exceeding the guidance. These financial results demonstrate our solid execution capabilities as well as our resilient and agile operational model, which allows us to adapt quickly to uncertainties in the market,” commented Eitan Oppenhaim, President and Chief Executive Officer. “Amid the global spread of the pandemic, our focus continues to be on the safety and well-being of our employees and partners. Although the market is still vulnerable, we have already taken the required measures to protect our production lines and supply chain to ensure business continuity throughout the year.”


2020 Second Quarter Financial Outlook
 
Management provided an outlook for the second quarter, the period ending June 30, 2020. Based on current estimates, management expects:

 
$58 million to $66 million in revenue
 
$0.29 to $0.43 in diluted GAAP EPS
 
$0.37 to $0.51 in diluted non-GAAP EPS

2020 First Quarter Results
 
Total revenues for the first quarter of 2020 were $61.0 million, a decrease of 6% compared to the fourth quarter of 2019 and an increase of 8% compared to the first quarter of 2019.
 
Gross margin for the first quarter of 2020 was 56%, compared to a gross margin of 54% in the fourth quarter of 2019, and compared to gross margin of 56% in the first quarter of 2019.
 
Operating expenses in the first quarter of 2020 were $21.5 million, compared with $20.1 million in the fourth quarter of 2019 and compared with $22.9 million in the first quarter of 2019.
 
On a GAAP basis, the company reported net income of $11.7 million, or $0.41 per diluted share, in the first quarter of 2020. This is compared with net income of $12.4 million, or $0.43 per diluted share, in the fourth quarter of 2019, and compared with net income of $7.8 million, or $0.27 per diluted share, in the first quarter of 2019.
 
On a non-GAAP basis, which excludes amortization of acquired intangible assets, stock-based compensation expenses, facilities transition costs, revaluation of long-term liabilities and tax effect of non-GAAP adjustments, the company reported net income of $13.5 million, or $0.47 per diluted share, in the first quarter of 2020. This is compared with net income of $14.6 million, or $0.51 per diluted share, in the fourth quarter of 2019, and compared with net income of $10.4 million, or $0.37 per diluted share, in the first quarter of 2019.
 
Conference Call Information
 
Nova will host a conference call today, May 14, 2020, at 9 a.m. Eastern Time, to discuss the financial results and 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. TOLL-FREE Dial-in Number: 1-866-548-4713
ISRAEL TOLL-FREE Dial-in Number: 1-809-212-883
INTERNATIONAL Dial-in Number: 1-323-794-2093

At:
9 a.m. Eastern Time
6 a.m. Pacific Time
4 p.m. Israel Time

Please reference conference ID: 6871888
 
The conference call will also be webcast live from a link on Nova's website at https://www.novami.com/investors/events/.

A replay of the conference call will be available from May 14, 2020 at 12 p.m. Eastern Time to May 21, 2020 at 11:59 p.m. Eastern Time. To access the replay, please dial one of the following numbers:
 
Replay Dial-in TOLL-FREE: 1-844-512-2921
Replay Dial-in TOLL/INTERNATIONAL: 1-412-317-6671

Replay Pin Number: 6871888

A replay will also be available for 90 days on Nova's website at https://www.novami.com/investors/events/.

 
About Nova: Nova is a leading innovator and key provider of metrology solutions for advanced process control used in semiconductor manufacturing. Nova delivers continuous innovation by providing 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, provides its customers with deep insight into the development and production of the most advanced semiconductor devices. Nova’s unique capability to deliver innovative X-ray and Optical solutions enable its customers to improve performance, enhance product 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.novami.com.
 
Nova is traded on the NASDAQ & TASE under the symbol NVMI.

This press release provides financial measures that exclude amortization of acquired intangible assets, stock-based compensation expenses, facilities transition costs, revaluation of long-term liabilities and tax effect of non-GAAP 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, 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 worldwide financial and economic instabilities, including the implications of the ongoing novel coronavirus (COVID-19) pandemic; 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, including data breaches, cyberattacks and system disruptions, 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, 2019 filed with the Securities and Exchange Commission on March 12, 2020. 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
 
ASSETS
 
March 31,
2020
   
December 31,
2019
 
             
Current assets
           
Cash and cash equivalents
   
35,531
     
31,748
 
Short-term interest-bearing bank deposits
   
162,155
     
154,533
 
Trade accounts receivable
   
55,043
     
51,603
 
Inventories
   
49,779
     
48,362
 
Other current assets
   
13,429
     
17,122
 
                 
Total current assets
   
315,937
     
303,368
 
                 
Non-current assets
               
Interest-bearing bank deposits
   
2,726
     
2,813
 
Restricted interest-bearing bank deposits
   
2,000
     
2,000
 
Deferred tax assets
   
4,755
     
4,554
 
Severance pay funds
   
1,158
     
1,210
 
Right of-use assets
   
27,545
     
28,256
 
Property and equipment, net
   
31,460
     
30,566
 
Intangible assets, net
   
6,936
     
7,562
 
Goodwill
   
20,114
     
20,114
 
                 
Total non-current assets
   
96,694
     
97,075
 
                 
Total assets
   
412,631
     
400,443
 

 LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities
               
Trade accounts payable
   
18,451
     
20,706
 
Deferred revenues
   
2,602
     
2,256
 
Operating lease current liabilities
   
2,020
     
2,236
 
Other current liabilities
   
23,220
     
21,751
 
                 
Total current liabilities
   
46,293
     
46,949
 
                 
Non-current liabilities
               
Accrued severance pay
   
2,054
     
2,120
 
Operating lease long-term liabilities
   
30,370
     
31,077
 
Other long-term liability
   
6,025
     
5,758
 
                 
Total non-current liabilities
   
38,449
     
38,955
 
                 
Shareholders' equity
   
327,889
     
314,539
 
                 
Total liabilities and shareholders’ equity
   
412,631
     
400,443
 


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

   
Three months ended
March 31,
 
   
2020
   
2019
 
             
Revenues:
           
Products
   
45,725
     
44,061
 
Services
   
15,297
     
12,596
 
Total revenues
   
61,022
     
56,657
 
                 
Cost of revenues:
               
Products
   
18,040
     
17,577
 
Services
   
8,640
     
7,496
 
Total cost of revenues
   
26,680
     
25,073
 
                 
Gross profit
   
34,342
     
31,584
 
                 
Operating expenses:
               
Research and development, net
   
11,683
     
12,584
 
Sales and marketing
   
6,563
     
7,146
 
General and administrative
   
2,589
     
2,522
 
Amortization of acquired intangible assets
   
626
     
656
 
Total operating expenses
   
21,461
     
22,908
 
                 
Operating income
   
12,881
     
8,676
 
                 
Financing income, net
   
1,028
     
510
 
                 
Income before taxes on income
   
13,909
     
9,186
 
                 
Income tax expenses
   
2,227
     
1,430
 
                 
Net income for the period
   
11,682
     
7,756
 
                 
Earnings per share:
               
Basic
   
0.42
     
0.28
 
Diluted
   
0.41
     
0.27
 
                 
Shares used for calculation of earnings per share:
               
                 
Basic
   
27,902
     
27,932
 
Diluted
   
28,760
     
28,580
 




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

   
Three months ended
 
   
March 31,
2020
   
March 31,
2019
 
             
Cash flows from operating activities:
           
Net income for the period
   
11,682
     
7,756
 
                 
Adjustments to reconcile net income to net cash
provided by operating activities:
               
Depreciation and amortization
   
2,744
     
2,700
 
Stock-based compensation
   
1,318
     
1,212
 
Change in deferred tax assets, net
   
654
     
(197
)
Change in accrued severance pay, net
   
(14
)
   
33
 
Change in trade accounts receivable
   
(3,440
)
   
6,610
 
Change in inventories
   
(1,448
)
   
(4,532
)
Change in other current and long-term assets
   
3,693
     
602
 
Change in trade accounts payable
   
(2,255
)
   
3,304
 
Change in other current and long-term liabilities
   
211
     
(1,122
)
Change in short term deferred revenues
   
346
     
1,134
 
                 
Net cash provided by operating activities
   
13,491
     
17,500
 
                 
Cash flow from investment activities:
               
Increase in short-term and long-term interest-bearing bank deposits
   
(7,535
)
   
(2,372
)
Purchase of property and equipment
   
(2,270
)
   
(1,977
)
                 
Net cash used in investment activities
   
(9,805
)
   
(4,349
)
                 
Cash flows from financing activities:
               
Purchases of treasury shares
   
(14
)
   
-
 
Shares issued upon exercise of options
   
111
     
106
 
                 
Net cash provided by financing activities
   
97
     
106
 
                 
Increase in cash and cash equivalents and restricted cash
   
3,783
     
13,257
 
Cash and cash equivalents – beginning of period
   
31,748
     
24,877
 
Cash and cash equivalents – end of period
   
35,531
     
38,134
 




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,
2020
   
December 31,
2019
   
March 31,
2019
 
                   
GAAP gross profit
   
34,342
     
34,633
     
31,584
 
Stock-based compensation expenses *
   
256
     
269
     
234
 
Facilities transition costs
   
-
     
-
     
212
 
Non-GAAP gross profit
   
34,598
     
34,902
     
32,030
 
GAAP gross margin as a percentage of revenues
   
56
%
   
54
%
   
56
%
Non-GAAP gross margin as a percentage of revenues
   
57
%
   
54
%
   
57
%
                         
GAAP operating income
   
12,881
     
14,483
     
8,676
 
Stock-based compensation expenses *
   
1,318
     
1,430
     
1,212
 
Amortization of acquired intangible assets
   
626
     
656
     
656
 
Facilities transition costs
   
-
     
-
     
614
 
Non-GAAP operating income
   
14,825
     
16,569
     
11,158
 
GAAP operating margin as a percentage of revenues
   
21
%
   
22
%
   
15
%
Non-GAAP operating margin as a percentage of revenues
   
24
%
   
26
%
   
20
%
                         
GAAP net income
   
11,682
     
12,385
     
7,756
 
Stock-based compensation expenses *
   
1,318
     
1,430
     
1,212
 
Amortization of acquired intangible assets
   
626
     
656
     
656
 
Facilities transition costs
   
-
     
-
     
614
 
Revaluation of long-term liabilities
   
(66
)
   
269
     
484
 
Tax effect of non-GAAP adjustments
   
(79
)
   
(179
)
   
(273
)
Non-GAAP net income
   
13,481
     
14,561
     
10,449
 
                         
GAAP basic earnings per share
   
0.42
     
0.44
     
0.28
 
Non-GAAP basic earnings per share
   
0.48
     
0.52
     
0.37
 
                         
GAAP diluted earnings per share
   
0.41
     
0.43
     
0.27
 
Non-GAAP diluted earnings per share
   
0.47
     
0.51
     
0.37
 
                         
Shares used for calculation of earnings per share:
                       
Basic
   
27,902
     
27,965
     
27,932
 
Diluted
   
28,760
     
28,689
     
28,580
 

* Stock-based compensation expenses for the three months ended March 31, 2020 included in – Cost of revenues products - 206; Cost of revenues services - 50; Research and development expenses, net – 335; Sales and marketing expenses – 346; General and administrative expenses – 381.