Nova (NVMI) 6-K Current report (foreign)

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 August 2018Commission 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 Reports Second 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: August 1, 2018 NOVA MEASURING INSTRUMENTS LTD.(Registrant)By: /s/ Dror David——————————————Dror DavidChief Financial Officer

Company Contact: Dror David, Chief Financial Officer Nova Measuring Instruments Ltd. Tel: +972-73-229-5760 E-mail: info@novameasuring.com www.novami.com Investor Relations Contact: Miri Segal MS-IR LLCTel: +917-607-8654E-mail: msegal@ms-ir.com

Company Press Release

Nova Reports Second Quarter 2018 Results

Rehovot, Israel, August 1, 2018 - Nova (Nasdaq: NVMI) today announced financial results for the second quarter 2018, the period ended June 30, 2018.

Second Quarter 2018 Highlights:

· Quarterly revenue of $61.9 million, up 10% year-over-year, within company guidance

· GAAP net income of $11.8 million, or $0.41 per diluted share, exceeding guidance of $0.30 to $0.40 per share

· Non-GAAP net income of $13.3 million, or $0.46 per diluted share, exceeding guidance of $0.35 to $0.45 per share

· Memory customers generated 50% of overall product revenue

· Five large customers, three Memory and two Foundry, contributed more than 10% each to overall product revenue 

GAAP Results ($K)
	Q2 2018	Q1 2018	Q2 2017
Revenues	$61,888	$62,603	$56,126
Net Income	$11,833	$14,080	$13,313
Earnings per Diluted Share	$0.41	$0.49	$0.47
NON-GAAP Results ($K)
	Q2 2018	Q1 2018	Q2 2017
Net Income	$13,343	$15,430	$15,167
Earnings per Diluted Share	$0.46	$0.54	$0.53

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

“We are very pleased with our quarterly results, which reflect our continuous efforts to execute on our strategic growth plan to diversify our customer base and technology offering,” commented Eitan Oppenhaim, President and Chief Executive Officer of Nova. “The second quarter results solidify the progress we are making with both our Dimensional and Materials metrology solutions for advanced 3D NAND and DRAM device manufacturing. We believe that the expanded customer base, along with our differentiated technology, presents a larger market for us to pursue as we continue to execute effectively our long-term growth plans,” concluded Mr. Oppenhaim.

2018 Third Quarter Financial Outlook

Management provided an outlook for the third quarter, the period ending September 30, 2018. Based on current estimates, management expects:

· $58 million to $64 million in revenue

· $0.32 to $0.44 in diluted GAAP EPS

· $0.37 to $0.49 in diluted non-GAAP EPS

2018 Second Quarter Results

Total revenues for the second quarter of 2018 were $61.9 million, a decrease of 1% compared to the first quarter of 2018 and a year-over-year increase of 10% relative to the second quarter of 2017.

Gross margin for the second quarter of 2018 was 58%, unchanged from gross margin in the first quarter of 2018 and compared to the gross margin of 59% in the second quarter of 2017.

Operating expenses in the second quarter of 2018 were $22.1 million, compared with $20.3 the first quarter of 2018 and compared with $17.7 million in the second quarter of 2017.

On a GAAP basis, the company reported net income of $11.8 million, or $0.41 per diluted share, in the second quarter of 2018. This is compared with $14.1 million, or $0.49 per diluted share, in the first quarter of 2018, and compared with net income of $13.3 million, or $0.47 per diluted share, in the second 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 $13.3 million, or $0.46 per diluted share, in the second quarter of 2018. This is compared with net income of $15.4 million, or $0.54 per diluted share, in the first quarter of 2018, and compared with net income of $15.2 million, or $0.53 per diluted share, in the second quarter of 2017.

Total cash reserves on June 30, 2018 were $168.8 million, compared to $149.8 million on December 31, 2017.

Conference Call Information

Nova will host a conference call today, August 1, 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. Israeli Time

Please reference conference ID 8991200

The conference call will also be webcast live from a link on Nova's website at http://ir.novami.com.

A replay of the conference call will be available from August 1, 2018 at 12 p.m. Eastern Time to August 8, 2018 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:  8991200

A replay will also be available for 90 days on Nova's website at http://ir.novami.com.

About Nova: Novais 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 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
ASSETS	June 30, 2018		December 31, 2017
Current assets
Cash and cash equivalents		27,622		27,697
Short-term interest-bearing bank deposits		140,039		121,390
Trade accounts receivable		43,073		40,949
Inventories		41,332		34,921
Other current assets		3,739		7,313
Total current assets		255,805		232,270
Long-term assets
Long-term interest-bearing bank deposits		1,100		750
Deferred tax assets		2,514		1,957
Severance pay funds		1,476		1,503
Property and equipment, net		13,585		13,891
Identifiable intangible assets, net		11,493		12,800
Goodwill		20,114		20,114
Total long-term assets		50,282		51,015
Total assets		306,087		283,285
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade accounts payable		18,545		15,754
Deferred revenues		9,484		10,334
Other current liabilities		18,732		26,038
Total current liabilities		46,761		52,126
Long-term liabilities
Liability for employee severance pay		2,528		2,590
Other long-term liabilities		2,228		1,833
Total long-term liabilities		4,756		4,423
Shareholders' equity		254,570		226,736
Total liabilities and shareholders’ equity		306,087		283,285

NOVA MEASURING INSTRUMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three months ended				Six months ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Revenues:
Products		45,784		44,954		95,969		88,470
Services		16,104		11,172		28,522		22,086
Total revenues		61,888		56,126		124,491		110,556
Cost of revenues:
Products		18,002		15,809		35,971		30,929
Services		8,186		6,923		16,463		13,373
Total cost of revenues		26,188		22,732		52,434		44,302
Gross profit		35,700		33,394		72,057		66,254
Operating expenses:
Research and development expenses, net		11,849		9,238		23,075		18,513
Sales and marketing expenses		7,442		5,892		13,673		11,980
General and administrative expenses		2,134		1,938		4,364		3,595
Amortization of acquired intangible assets		654		640		1,307		1,280
Total operating expenses		22,079		17,708		42,419		35,368
Operating income		13,621		15,686		29,638		30,886
Financing income, net		486		525		934		940
Income before tax on income		14,107		16,211		30,572		31,826
Income tax expenses		2,274		2,898		4,659		5,110
Net income for the period		11,833		13,313		25,913		26,716
Earnings per share:
Basic		0.42		0.48		0.93		0.97
Diluted		0.41		0.47		0.91		0.96
Shares used for calculation of earnings per share:
Basic		27,977		27,655		27,946		27,561
Diluted		28,766		28,562		28,349		27,958

NOVA MEASURING INSTRUMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands) - (Unaudited)

	Three months ended						Six months ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Cash flows from operating activities:
Net income for the period		11,833			13,313			25,913			26,716
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		1,312			938			2,227			1,893
Amortization of acquired intangible assets		654			640			1,307			1,280
Amortization of deferred stock-based compensation		993			548			1,827			1,211
Decrease (increase) in liability for employee termination benefits, net		6			41			(35	)		73
Deferred tax assets, net		(421	)		666			(557	)		75
Decrease (increase) in trade accounts receivable		(5,648	)		1,887			(2,081	)		6,274
Increase in inventories		(2,761	)		(3,041	)		(7,236	)		(4,616	)
Decrease (increase) in other current assets		2,068			(1,376	)		3,574			(955	)
Increase in trade accounts payable		438			2,618			2,791			2,708
Increase (decrease) in other current liabilities and other long-term liabilities		(4,414	)		409			(7,098	)		2,288
Increase (decrease) in short term deferred revenues		3,519			3,770			(850	)		6,164
Net cash provided by operating activities		7,579			20,413			19,782			43,111
Cash flow from investment activities:
Increase in short-term and long term interest-bearing bank deposits		(7,841	)		(2,581	)		(18,999	)		(22,659	)
Additions to property and equipment		(735	)		(847	)		(1,096	)		(1,267	)
Net cash used in investment activities		(8,576	)		(3,428	)		(20,095	)		(23,926	)
Cash flows from financing activities:
Shares issued under employee stock-based plans		151			324			238			2,141
Net cash provided by financing activities		151			324			238			2,141
Increase (decrease) in cash and cash equivalents		(846	)		17,309			(75	)		21,326
Cash and cash equivalents – beginning of period		28,468			24,423			27,697			20,406
Cash and cash equivalents – end of period		27,622			41,732			27,622			41,732

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
	June 30, 2018			March 31, 2018			June 30, 2017
GAAP cost of revenues		26,188			26,246			22,732
Stock-based compensation in cost of products		(114	)		(92	)		(74	)
Stock-based compensation in cost of services		(92	)		(79	)		(56	)
Non-GAAP cost of revenues		25,982			26,075			22,602
GAAP gross profit		35,700			36,357			33,394
Gross profit adjustments		206			171			130
Non-GAAP gross profit		35,906			36,528			33,524
GAAP gross margin as a percentage of revenues		58	%		58	%		59	%
Non-GAAP gross margin as a percentage of revenues		58	%		58	%		60	%
GAAP operating expenses		22,079			20,340			17,708
Stock-based compensation in research and development		(386	)		(340	)		(188	)
Stock-based compensation in sales and marketing		(259	)		(219	)		(146	)
Stock-based compensation in general and administrative		(142	)		(104	)		(84	)
Amortization of acquired intangible assets		(654	)		(653	)		(640	)
Non-GAAP operating expenses		20,638			19,024			16,650
Non-GAAP operating income		15,268			17,504			16,874
GAAP operating margin as a percentage of revenues		22	%		26	%		28	%
Non-GAAP operating margin as a percentage of revenues		25	%		28	%		30	%
GAAP tax on income		2,274			2,385			2,898
Certain discrete tax items		137			137			(666	)
Non-GAAP tax on income		2,411			2,522			2,232
GAAP net income		11,833			14,080			13,313
Amortization of acquired intangible assets		654			653			640
Stock-based compensation expenses		993			834			548
Certain discrete tax items		(137	)		(137	)		666
Non-GAAP net income		13,343			15,430			15,167
GAAP basic earnings per share		0.42			0.50			0.48
Non-GAAP basic earnings per share		0.48			0.55			0.55
GAAP diluted earnings per share		0.41			0.49			0.47
Non-GAAP diluted earnings per share		0.46			0.54			0.5 3
Shares used for calculation of earnings per share:
Basic		27,977			27,915			27,655
Diluted		28,766			28,739			28,562