6-K 1 zk2125977.htm 6-K


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 2021

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 Record First Quarter 2021 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 6, 2021
 
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
https://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 Record First Quarter 2021 Results

Rehovot, Israel, May 6, 2021 - Nova (Nasdaq: NVMI) today announced financial results for the first quarter ended March 31, 2021.
 
First Quarter 2021 Highlights:
 

Record quarterly revenue of $84.1 million, up 38% year over year

Record GAAP net income of $17.6 million, or $0.60 per diluted share, up 46% year over year on a per-share basis

Record Non-GAAP net income of $20.5 million, or $0.70 per diluted share, up 37% year over year on a per-share basis

Record service revenue, led by installed base functionality expansions and productivity upgrades

Record product bookings driven by continued diversification across geographies, fabrication technologies and customers

GAAP Results ($K)
 
Q1 2021
Q4 2020
Q1 2020
Revenues
$84,133
$76,303
$61,022
Net Income
$17,616
$13,657
$11,682
Earnings per Diluted Share
$0.60
$0.47
$0.41
NON-GAAP Results ($K)
 
Q1 2021
Q4 2020
Q1 2020
Net Income
$20,485
$15,872
$13,481
Earnings per Diluted Share
$0.70
$0.55
$0.47
 
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, expense related to a transaction made by a financial institution without Company authorization, facilities transition costs, revaluation of operating lease liabilities, amortization of debt discount and issuance costs and tax effect of non-GAAP adjustment.
 
Management Comments
 
“Nova delivered a strong growth quarter, outperforming our guidance and achieving revenue and profit records. Our remarkable results were driven by the proliferation of our advanced solutions across customers, segments and technology nodes,” commented Eitan Oppenhaim, President and Chief Executive Officer. “Our differentiated portfolio, honed by our commitment to innovation, continues to strengthen our market position as we address increasingly complex technical transitions to new generations of semiconductors. The achievements this quarter mark another successful milestone in our growth trajectory for this year, as we expand our market presence and deploy our new leading-edge technologies.”


2021 Second Quarter Financial Outlook
 
Management provided an outlook for the second quarter, the period ending June 30, 2021. Based on current estimates, management expects:
 

$84 million to $92 million in revenue

$0.51 to $0.64 in diluted GAAP EPS

$0.64 to $0.77 in diluted non-GAAP EPS

2021 First Quarter Results
 
Total revenues for the first quarter of 2021 were $84.1 million, an increase of 10%, compared with the fourth quarter of 2020 and an increase of 38% compared with the first quarter of 2020.
 
Gross margin for the first quarter of 2021 was 57%, compared with a gross margin of 55% in the fourth quarter of 2020, and compared with a gross margin of 56% in the first quarter of 2020.
 
Operating expenses in the first quarter of 2021 were $28.2 million, compared with $25.5 million in the fourth quarter of 2020 and compared with $21.5 million in the first quarter of 2020.
 
On a GAAP basis, the Company reported net income of $17.6 million, or $0.60 per diluted share, in the first quarter of 2021. This is compared with net income of $13.7 million, or $0.47 per diluted share, in the fourth quarter of 2020, and compared with net income of $11.7 million, or $0.41 per diluted share, in the first quarter of 2020.
 
On a non-GAAP basis, which excludes amortization of acquired intangible assets, stock-based compensation expenses, a one-time expense related to a transaction made by a financial institution without Company authorization, facilities transition costs, revaluation of operating lease liabilities, amortization of debt discount and issuance costs and tax effect of non-GAAP adjustment, the Company reported net income of $20.5 million, or $0.70 per diluted share, in the first quarter of 2021. This is compared with net income of $15.9 million, or $0.55 per diluted share, in the fourth quarter of 2020, and compared with net income of $13.5 million, or $0.47 per diluted share, in the first quarter of 2020.

Conference Call Information
 
Nova will host a conference call today, May 6, 2021, 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: 1-800-289-0438
ISRAEL TOLL-FREE Dial-in Number: 1-809-212-883
INTERNATIONAL Dial-in Number: 1-323-794-2423

At:
9 a.m. Eastern Time
6 a.m. Pacific Time
4 p.m. Israel Time
Please reference conference ID: 3276680
 
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 6, 2021 at 12 p.m. Eastern Time to May 13, 2021 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: 3276680

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 enables 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, expense related to a transaction made by a financial institution without Company authorization, facilities transition costs, revaluation of operating lease liabilities, amortization of debt discount and issuance costs and tax effect of non-GAAP adjustment, as applicable, 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 enhance 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 allow 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: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in U.S. trade policies; inability to protect intellectual property; open source technology exposure; failure to compete effectively or to respond to the rapid technological changes; consolidation in our industry; difficulty to predict the length and strength of any downturn or expansion period of the market we target; factors that adversely affect the pricing and demand for our product lines; dependency on a small number of large customers; dependency on a single manufacturing facility per product line; dependency on a limited number of suppliers; lengthy sales cycle and customer delays in orders; political, economic, and military instability in Israel; risks related to our convertible notes; currency fluctuations; and quarterly fluctuations in our operating results. 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, 2020 filed with the Securities and Exchange Commission on March 1, 2021. 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,
2021
   
December 31,
2020
 
Current assets
           
Cash and cash equivalents
   
208,758
     
232,304
 
Short-term interest-bearing bank deposits
   
246,096
     
191,567
 
Trade accounts receivable, net
   
59,820
     
63,314
 
Inventories
   
66,141
     
61,734
 
Other current assets
   
10,435
     
9,782
 
                 
Total current assets
   
591,250
     
558,701
 
                 
Non-current assets
               
Interest-bearing bank deposits
   
3,425
     
2,547
 
Restricted interest-bearing bank deposits
   
1,750
     
1,476
 
Deferred tax assets
   
3,467
     
2,869
 
Other long-term assets
   
443
     
462
 
Severance pay funds
   
1,251
     
1,281
 
Operating lease right-of-use assets
   
29,055
     
29,109
 
Property and equipment, net
   
33,138
     
34,168
 
Intangible assets, net
   
4,484
     
5,059
 
Goodwill
   
20,114
     
20,114
 
                 
Total non-current assets
   
97,127
     
97,085
 
                 
Total assets
   
688,377
     
655,786
 
                 
 LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current liabilities
               
Trade accounts payable
   
24,586
     
24,096
 
Deferred revenues
   
13,738
     
4,717
 
Operating lease current liabilities
   
3,867
     
3,703
 
Other current liabilities
   
31,741
     
28,418
 
                 
Total current liabilities
   
73,932
     
60,934
 
                 
Non-current liabilities
               
Convertible senior notes, net
   
179,842
     
178,808
 
Accrued severance pay
   
3,651
     
3,719
 
Operating lease long-term liabilities
   
30,827
     
31,905
 
Other long-term liability
   
9,378
     
8,882
 
                 
Total non-current liabilities
   
223,698
     
223,314
 
                 
Shareholders' equity
   
390,747
     
371,538
 
                 
Total liabilities and shareholders' equity
   
688,377
     
655,786
 


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

   
Three months ended
March 31,
 
   
2021
   
2020
 
             
Revenues:
           
Products
   
66,283
     
45,725
 
Services
   
17,850
     
15,297
 
Total revenues
   
84,133
     
61,022
 
                 
Cost of revenues:
               
Products
   
25,232
     
18,040
 
Services
   
10,971
     
8,640
 
Total cost of revenues
   
36,203
     
26,680
 
                 
Gross profit
   
47,930
     
34,342
 
                 
Operating expenses:
               
Research and development, net
   
14,518
     
11,683
 
Sales and marketing
   
9,540
     
6,563
 
General and administrative
   
3,539
     
2,589
 
Amortization of acquired intangible assets
   
575
     
626
 
Total operating expenses
   
28,172
     
21,461
 
                 
Operating income
   
19,758
     
12,881
 
                 
Financing income, net
   
424
     
1,028
 
                 
Income before tax on income
   
20,182
     
13,909
 
                 
Income tax expenses
   
2,566
     
2,227
 
                 
Net income for the period
   
17,616
     
11,682
 
                 
Earnings per share:
               
Basic
   
0.62
     
0.42
 
Diluted
   
0.60
     
0.41
 
                 
Shares used for calculation of earnings per share (in thousands):
               
Basic
   
28,214
     
27,902
 
Diluted
   
29,306
     
28,760
 


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

   
Three months ended
March 31,
 
   
2021
   
2020
 
Cash flows from operating activities:
           
             
Net income
 
$
17,616
   
$
11,682
 
                 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation of property and equipment
   
1,579
     
1,410
 
Amortization of intangible assets
   
575
     
626
 
Amortization of debt discount and issuance costs
   
1,034
      -
 
Share-based compensation
   
2,222
     
1,318
 
Net effect of exchange rate fluctuation
   
362
     
399
 
Changes in assets and liabilities:
               
Trade accounts receivables, net
   
3,494
     
(3,440
)
Inventories
   
(4,417
)
   
(1,448
)
Other current and long-term assets
   
(1,162
)
   
3,693
 
Deferred tax assets, net
   
(598
)
   
(201
)
Operating lease right-of-use assets
   
406
     
254
 
Trade accounts payables
   
439
     
(2,255
)
Deferred revenues
   
9,021
     
346
 
Operating lease liabilities
   
(1,266
)
   
(923
)
Other current and long-term liabilities
   
3,718
     
2,411
 
Accrued severance pay, net
   
(38
)
   
18
 
                 
Net cash provided by operating activities
   
32,985
     
13,890
 
                 
Cash flows from investment activities:
               
Increase in short-term and long-term interest-bearing bank deposits
   
(55,805
)
   
(7,629
)
Purchase of property and equipment
   
(488
)
   
(2,270
)
                 
Net cash used in investing activities
   
(56,293
)
   
(9,899
)
                 
Cash flows from financing activities:
               
Purchases of treasury shares
   
-
     
(14
)
Proceeds from exercise of options
   
-
     
111
 
                 
Net cash provided by financing activities
   
-
     
97
 
                 
Effect of exchange rate fluctuations on cash and cash equivalents
   
(238
)
   
(305
)
                 
Increase (decrease) in cash and cash equivalents
   
(23,546
)
   
3,783
 
Cash and cash equivalents - beginning of year
   
232,304
     
31,748
 
Cash and cash equivalents - end of year
 
$
208,758
   
$
35,531
 


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,
2021
   
December 31,
2020
   
March 31,
2020
 
GAAP gross profit
   
47,930
     
42,323
     
34,342
 
Stock-based compensation expenses *
   
418
     
415
     
256
 
Non-GAAP gross profit
   
48,348
     
42,738
     
34,598
 
GAAP gross margin as a percentage of revenues
   
57
%
   
55
%
   
56
%
Non-GAAP gross margin as a percentage of revenues
   
57
%
   
56
%
   
57
%
                         
GAAP operating income
   
19,758
     
16,846
     
12,881
 
Stock-based compensation expenses *
   
2,222
     
2,231
     
1,318
 
Amortization of acquired intangible assets
   
575
     
626
     
626
 
One-time income related to a transaction made by a financial institution without Company authorization
   
-
     
(2,850
)
   
-
 
Non-GAAP operating income
   
22,555
     
16,853
     
14,825
 
GAAP operating margin as a percentage of revenues
   
23
%
   
22
%
   
21
%
Non-GAAP operating margin as a percentage of revenues
   
27
%
   
22
%
   
24
%
                         
GAAP net income
   
17,616
     
13,657
     
11,682
 
Stock-based compensation expenses *
   
2,222
     
2,231
     
1,318
 
Amortization of acquired intangible assets
   
575
     
626
     
626
 
Amortization of debt discount and issuance costs
   
1,034
     
868
     
-
 
One-time income related to a transaction made by a financial institution without Company authorization
   
-
     
(2,850
)
   
-
 
Revaluation of operating lease liabilities
   
(860
)
   
1,364
     
(66
)
Tax effect of non-GAAP adjustments
   
(102
)
   
(24
)
   
(79
)
Non-GAAP net income
   
20,485
     
15,872
     
13,481
 
                         
GAAP basic earnings per share
   
0.62
     
0.49
     
0.42
 
Non-GAAP basic earnings per share
   
0.73
     
0.56
     
0.48
 
                         
GAAP diluted earnings per share
   
0.60
     
0.47
     
0.41
 
Non-GAAP diluted earnings per share
   
0.70
     
0.55
     
0.47
 
                         
Shares used for calculation of earnings per share (in thousands):
                       
Basic
   
28,214
     
28,146
     
27,902
 
Diluted
   
29,306
     
28,999
     
28,760
 

* Stock-based compensation expenses for the three months ended March 31, 2021 included in – Cost of revenues products - 250; Cost of revenues services - 168; Research and development expenses, net – 843; Sales and marketing expenses – 501; General and administrative expenses – 460


NOVA MEASURING INSTRUMENTS LTD.
SUPPLEMENTAL INFORMATION - RECONCILIATION OF SECOND QUARTER 2021
GAAP TO NON-GAAP GUIDANCE
 (Unaudited)

   
Low
   
High
 
Estimated GAAP net income per diluted share
   
0.51
     
0.64
 
Estimated non-GAAP items:
               
Stock-based compensation expenses
   
0.09
     
0.09
 
Amortization of acquired intangible assets
   
0.02
     
0.02
 
Amortization of debt discount and issuance costs
   
0.03
     
0.03
 
Tax effect of non-GAAP adjustments
   
(0.01
)
   
(0.01
)
Estimated non-GAAP net income per diluted share
   
0.64
     
0.77