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 February 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 Fourth Quarter and Full Year 2017 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. 

 

 

Nova Reports Fourth Quarter and Full Year 2017 Results

Rehovot, Israel – February 13, 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 fourth quarter and full year 2017, the periods ended December 31, 2017.

 

 

●

Record quarterly revenue of $57.4 million, up 14% year-over-year, exceeding guidance of $53 to $57 million

●

GAAP net income of $8.2 million, or $0.29 per diluted share, including non-recurring expense of $3.5 million related to tax provision for prior years, meeting guidance of $0.29 to $0.37 per share

●

Non-GAAP net income of $13.0 million, or $0.45 per diluted share, exceeding guidance of $0.34 to $0.42 per share

●

Launched three new metrology solutions, enhancing Nova’s Optical CD and X-ray capabilities in Memory and Logic

 

 

●

Record full-year revenue of $222 million, up 35% year-over-year, outperforming the industry growth pace

●

Record GAAP net income of $46.5 million, or $1.63 per diluted share, up 365% year-over-year on a per-share basis

●

Record non-GAAP net income of $55.4 million, or $1.94 per diluted share, up 76% year-over-year on a per-share basis

●

Continuous customer diversification and growing position in Memory led to record yearly revenue in both Dimensional Optical and Materials X-ray metrology product lines

 

 

 

 

“Our record quarterly revenue was an excellent conclusion to a fifth consecutive record revenue year, demonstrating the strength of our diverse product portfolio across all platforms and technology segments,” commented Eitan Oppenhaim, President and Chief Executive Officer of Nova. “2017 was an outstanding year in which our product revenue grew at 42%, outperforming the industry’s growth rates. In parallel, we continued to leverage our operational efficiency, leading to record annual profit”

 

“We believe that our consistent performance, combined with the launch of new offerings, will lead us to continued growth in 2018. Encouraged by our performance in 2017, we intend to continue executing our strategic plan effectively in order to meet our aggressive growth plan while we expand our product portfolio, solidify our market position and improve customer diversification,” Mr. Oppenhaim continued. “As a leading innovator in the metrology space, we intend to continue our growth by investing in the research and development of disruptive solutions, in order to capture emerging metrology markets and strengthen our market position.”

 

 

Management provided an outlook for the first quarter, the period ending March 31, 2018. Based on current estimates, management expects:

 

●

$54 million to $60 million in revenue

●

$0.29 to $0.40 in diluted GAAP EPS

●

$0.34 to $0.45 in diluted non-GAAP EPS

 

2017 Fourth Quarter Results

 

Total revenues for the fourth quarter of 2017 were $57.4 million, an increase of 6% compared to the third quarter of 2017, and an increase of 14% relative to the fourth quarter of 2016.

 

Gross margin for the fourth quarter of 2017 was 56%, compared with gross margin of 61% in the third quarter of 2017 and equal to gross margin of 56% in the fourth quarter of 2016.

 

Operating expenses in the fourth quarter of 2017 were $19.7 million. This is compared with $18.3 million in the third quarter of 2017 and compared with $17.4 million in the fourth quarter of 2016.

 

On a GAAP basis, the company reported net income of $8.2 million, or $0.29 per diluted share, in the fourth quarter of 2017. This is compared with net income of $11.5 million, or $0.40 per diluted share, in the third quarter of 2017, and compared with net income of $8.4 million, or $0.30 per diluted share, in the fourth quarter of 2016.

 

On a Non-GAAP basis, which excludes amortization of acquired intangible assets, net adjustments of deferred tax assets, tax provision for prior years and stock-based compensation expenses, the company reported net income of $13.0 million, or $0.45 per diluted share, in the fourth quarter of 2017. This is compared with net income of $13.1 million, or $0.46 per diluted share, in the third quarter of 2017, and compared with net income of $11.7 million, or $0.42 per diluted share, in the fourth quarter of 2016.

 

2017 Full Year Results

 

Total revenues for 2017 were $222.0 million, an increase of 35% compared to total revenues of $163.9 million for 2016.

 

Gross margin in 2017 was 59%, compared with gross margin of 46% in 2016, which included $12.9 million of non-recurring expense related to a royalty buyout agreement with the Israel Innovation Authority, or IIA (formerly known as the Office of the Chief Scientist).

 

Operating expenses in 2017 were $73.4 million, compared with operating expenses of $65.1 million in 2016.

 

On a GAAP basis, the company reported net income of $46.5 million, or $1.63 per diluted share, in 2017. This is compared with a net income of $9.6 million, or $0.35 per diluted share, in 2016, which included $12.9 million of expense related to a royalty buyout agreement with IIA.

 

On a non-GAAP basis, which excludes amortization of acquired intangible assets, net adjustments of deferred tax assets, tax provision for prior years, stock-based compensation expenses, expense related to a royalty buyout agreement with IIA and inventory write-off, the company reported net income of $55.4 million, or $1.94 per diluted share, in 2017, compared with net income of $30.3 million, or $1.10 per diluted share, in 2016.

 

Total cash reserves at the end of 2017 were $149.8 million, compared to $91.7 million at the end of 2016.

 

 

 

Nova will host a conference call today, February 13, 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: 1-888-289-0438

ISRAEL 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. Israeli Time

 

 

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, net adjustment of deferred tax assets, tax provision for prior years, stock-based compensation expenses, expense related to a royalty buyout agreement with IIA (formerly known as the Office of the Chief Scientist) and inventory write-off 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 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 ability to recognize the benefits of ReVera acquisition and risks that the acquisition may disrupt current plans and operations and impact relationships with customers, distributors and suppliers; 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 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 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, 2016 filed with the Securities and Exchange Commission on March 3, 2017. 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)

 

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