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Nova Ltd. Earnings Release 2018

Feb 13, 2019

6955_rns_2019-02-13_23aaa8cd-3be0-430f-aab8-49c8d3adf812.pdf

Earnings Release

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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 2019

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 Record Full Year 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.

NOVA MEASURING INSTRUMENTS LTD. (Registrant)

——————————————

By: /s/ Dror David

Dror David Chief Financial Officer

Date: February 13, 2019

Company Contact: Dror David, Chief Financial Officer Nova Measuring Instruments Ltd. Tel: +972-73-229-5760 E-mail: [email protected] www.novami.com

Investor Relations Contact: Miri Segal MS-IR LLC Tel: +917-607-8654 E-mail: [email protected]

Company Press Release

Nova Reports Fourth Quarter and Record Full Year 2018 Results

Rehovot, Israel, February 13, 2019 - Nova (Nasdaq: NVMI) today announced financial results for the fourth quarter and full year 2018.

Fourth Quarter 2018 Highlights:

Revenue of \$63.1 million, up 10% year-over-year, at the high end of company guidance

Record GAAP net income of \$15.2 million, or \$0.53 per diluted share, exceeding guidance of \$0.28 to \$0.40 per share

Record Non-GAAP net income of \$16.9 million, or \$0.59 per diluted share, exceeding guidance of \$0.35 to \$0.46 per share

Four customers contributed more than 10% each to total product revenue, including the world's leading Foundry and the three largest Memory providers

Initiated \$25 Million Share Repurchase Program

Full Year 2018 Highlights:

Record full-year revenue of \$251.1 million, up 13% year-over-year

Record GAAP net income of \$54.4 million, or \$1.89 per diluted share, up 16% year-over-year on a per-share basis

Record non-GAAP net income of \$60.8 million, or \$2.11 per diluted share, up 9% year-over-year on a per-share basis

Balanced exposure to Memory and Foundry, each contributing approximately 50% to total product revenue

Revenue from Memory customers grew approximately 60%, significantly exceeding the market growth rate

GAAP Results (\$K)
Q4 2018 Q3 2018 Q4 2017 FY 2018 FY 2017
Revenues \$63,072 \$63,571 \$57,378 \$251,134 \$221,992
Net Income \$15,152 \$13,310 \$8,241 \$54,375 \$46,459
Earnings per Diluted Share \$0.53 \$0.46 \$0.29 \$1.89 \$1.63
NON-GAAP Results (\$K)
Q4 2018 Q3 2018 Q4 2017 FY 2018 FY 2017
Net Income \$16,914 \$15,080 \$13,021 \$60,766 \$55,404
Earnings per Diluted Share \$0.59 \$0.52 \$0.45 \$2.11 \$1.94

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 reported strong results for the fourth quarter, with revenues reaching the high end of the guidance and profitability exceeding the guidance range. Our solid performance in the quarter was an excellent conclusion for a sixth consecutive record year, highlighting the strength of our product offering, our diversified customer base and our execution capabilities," commented Mr. Eitan Oppenhaim, President and Chief Executive Officer of Nova. "Following our results in 2018, we intend to continue executing our long-term strategic plans while we expand our technology offering and solidify our market position in both Memory and Logic," concluded Mr. Oppenhaim.

2019 First Quarter Financial Outlook

Management provided an outlook for the first quarter, the period ending March 31, 2019. Based on current estimates, management expects:

  • \$52 million to \$58 million in revenue
  • \$0.15 to \$0.26 in diluted GAAP EPS
  • \$0.24 to \$0.34 in diluted non-GAAP EPS

2018 Fourth Quarter Results

Total revenues for the fourth quarter of 2018 were \$63.1 million, decrease of 1% compared to the third quarter of 2018 and a year-over-year increase of 10% relative to the fourth quarter of 2017.

Gross margin for the fourth quarter of 2018 was 57%, compared to 59% gross margin in the third quarter of 2018, and compared to the gross margin of 56% in the fourth quarter of 2017.

Operating expenses in the fourth quarter of 2018 were \$20.7 million, compared with \$21.7 in the third quarter of 2018, and compared with \$19.7 million in the fourth quarter of 2017.

On a GAAP basis, the company reported net income of \$15.2 million, or \$0.53 per diluted share, in the fourth quarter of 2018. This is compared with \$13.3 million, or \$0.46 per diluted share, in the third quarter of 2018, and compared with net income of \$8.2 million, or \$0.29 per diluted share, in the fourth 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 \$16.9 million, or \$0.59 per diluted share, in the fourth quarter of 2018. This is compared with net income of \$15.1 million, or \$0.52 per diluted share, in the third quarter of 2018, and compared with net income of \$13.0 million, or \$0.45 per diluted share, in the fourth quarter of 2017.

2018 Full Year Results

Total revenues for 2018 were \$251.1 million, an increase of 13.1% compared to total revenues of \$222.0 million for 2017.

Gross margin in 2018 was 58%, compared with gross margin of 59% in 2017.

Operating expenses in 2018 were \$84.8 million, compared with operating expenses of \$73.4 million in 2017.

On a GAAP basis, the company reported net income of \$54.4 million, or \$1.89 per diluted share, in 2018. This is compared with a net income of \$46.5 million, or \$1.63 per diluted share, in 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 \$60.8 million, or \$2.11 per diluted share, in 2018, compared with net income of \$55.4 million, or \$1.94 per diluted share, in 2017.

Total cash reserves at the end of 2018 were \$177.8 million, compared to \$149.8 million at the end of 2017.

Conference Call Information

Nova will host a conference call today, February 13, 2019, 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: 1-800-239-9838 ISRAEL Dial-in Number: 1-809-212-883 INTERNATIONAL Dial-in Number: 1-323-794-2551 At:

9 a.m. Eastern Time 6 a.m. Pacific Time 4 p.m. Israeli Time

Please reference conference ID 3727578

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 February 13, 2019 at 12 p.m. Eastern Time to February 13, 2019 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: 3727578

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

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 highprecision 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 December 31,
2018 2017
ASSETS
Current assets
Cash and cash equivalents 22,877 27,697
Short-term interest-bearing bank deposits 152,951 121,390
Trade accounts receivable 53,531 40,949
Inventories 41,786 34,921
Other current assets 10,961 7,313
Total current assets 282,106 232,270
Long-term assets
Long-term interest-bearing bank deposits 2,000 750
Deferred tax assets 3,873 1,957
Severance pay funds 1,394 1,503
Property and equipment, net 13,756 13,891
Identifiable intangible assets, net 10,187 12,800
Goodwill 20,114 20,114
Total long-term assets 51,324 51,015
Total assets 333,430 283,285
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable 19,015 15,754
Deferred revenues 3,984 10,334
Other current liabilities 25,079 26,038
Total current liabilities 48,078 52,126
Long-term liabilities
Liability for employee severance pay 2,254 2,590
Other long-term liabilities 2,358 1,833
Total long-term liabilities 4,612 4,423
Shareholders' equity 280,740 226,736
Total liabilities and shareholders' equity 333,430 283,285

NOVA MEASURING INSTRUMENTS LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three months ended
December 31,
Year ended
December 31,
2018 2017 2018 2017
Revenues:
Products 48,376 44,754 193,298 174,343
Services 14,696 12,624 57,836 47,649
Total revenues 63,072 57,378 251,134 221,992
Cost of revenues:
Products 18,120 17,523 71,706 62,242
Services 9,242 7,801 34,194 28,563
Total cost of revenues 27,362 25,324 105,900 90,805
Gross profit 35,710 32,054 145,234 131,187
Operating expenses:
Research and development expenses, net 10,490 10,617 45,451 38,956
Sales and marketing expenses 7,303 5,908 27,992 23,751
General and administrative expenses 2,209 2,558 8,735 8,100
Amortization of acquired intangible assets 654 640 2,614 2,561
Total operating expenses 20,656 19,723 84,792 73,368
Operating income 15,054 12,331 60,442 57,819
Financing income, net 1,178 710 2,984 2,276
Income before tax on income 16,232 13,041 63,426 60,095
Income tax expenses 1,080 4,800 9,051 13,636
Net income for the period 15,152 8,241 54,375 46,459
Earnings per share:
Basic 0.54 0.30 1.94 1.68
Diluted 0.53 0.29 1.89 1.63
Shares used for calculation of earnings per share:
Basic 28,026 27,873 28,022 27,696
Diluted 28,655 28,786 28,765 28,524

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

Three months ended
December 31,
Year ended
December 31,
2018 2017 2018 2017
Cash flows from operating activities:
Net income for the period 15,152 8,241 54,375 46,459
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,497 787 5,071 3,618
Amortization of acquired intangible assets 653 640 2,613 2,561
Amortization of deferred stock-based compensation 1,245 899 4,326 2,779
Decrease (increase) in liability for employee termination benefits, net (174) 3 (227) 94
Deferred tax assets, net (1,171) (395) (1,916) (31)
Decrease (increase) in trade accounts receivable (5,460) (7,395) (12,539) 1,677
Decrease (increase) in inventories (119) 3,050 (8,123) (6,858)
Decrease (increase) in other current assets (4,717) 1,187 (3,648) (2,245)
Increase (decrease) in trade accounts payable 1,395 (1,869) 3,261 (747)
Increase (decrease) in other current liabilities and other long-term liabilities 6,860 5,218 (734) 8,242
Increase (decrease) in short term deferred revenues (2,267) (1,092) (6,350) 6,262
Net cash provided by operating activities 12,894 9,274 36,109 61,811
Cash flow from investment activities:
Increase in short-term and long-term interest-bearing bank deposits (7,151) 2,443 (32,811) (50,844)
Additions to property and equipment (1,899) (4,171) (3,678) (6,295)
Net cash used in investment activities (9,050) (1,728) (36,489) (57,139)
Cash flows from financing activities:
Purchases of treasury shares (4,801) - (4,801) -
Shares issued under employee stock-based plans 67 131 361 2,619
Net cash provided by (used in) financing activities (4,734) 131 (4,440) 2,619
Increase (decrease) in cash and cash equivalents (890) 7,677 (4,820) 7,291
Cash and cash equivalents – beginning of period 23,767 20,020 27,697 20,406
Cash and cash equivalents – end of period 22,877 27,697 22,877 27,697

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
December 31,
2018
September 30,
2018
December 31,
2017
GAAP cost of revenues 27,362 26,104 25,324
Stock-based compensation in cost of products (147) (161) (107)
Stock-based compensation in cost of services (122) (122) (89)
Non-GAAP cost of revenues 27,093 25,821 25,128
GAAP gross profit 35,710 37,467 32,054
Gross profit adjustments 269 283 196
Non-GAAP gross profit 35,979 37,750 32,250
GAAP gross margin as a percentage of revenues 57 % 59 % 56 %
Non-GAAP gross margin as a percentage of revenues 57 % 59 % 56 %
GAAP operating expenses 20,656 21,717 19,723
Stock-based compensation in research and development (500) (484) (346)
Stock-based compensation in sales and marketing (262) (285) (216)
Stock-based compensation in general and administrative (214) (202) (141)
Amortization of acquired intangible assets (654) (653) (640)
Non-GAAP operating expenses 19,026 20,093 18,380
Non-GAAP operating income 16,953 17,657 13,870
GAAP operating margin as a percentage of revenues 24 % 25 % 21 %
Non-GAAP operating margin as a percentage of revenues 27 % 28 % 24 %
GAAP tax on income 1,080 3,312 4,800
Certain discrete tax items 137 137 (3,241)
Non-GAAP tax on income 1,217 3,449 1,559
GAAP net income 15,152 13,310 8,241
Amortization of acquired intangible assets 654 653 640
Stock-based compensation expenses 1,245 1,254 899
Certain discrete tax items (137) (137) 3,241
Non-GAAP net income 16,914 15,080 13,021
GAAP basic earnings per share 0.54 0.47 0.30
Non-GAAP basic earnings per share 0.60 0.54 0.47
GAAP diluted earnings per share 0.53 0.46 0.29
Non-GAAP diluted earnings per share 0.59 0.52 0.45
Shares used for calculation of earnings per share:
Basic 28,026 28,047 27,873
Diluted 28,655 28,777 28,786

NOVA MEASURING INSTRUMENTS LTD. RECONCILIATION OF GAAP TO NON-GAAP RESULTS

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

Year ended December 31,
2018 2017
GAAP cost of revenues 105,900 90,805
Stock-based compensation in cost of products (515) (370)
Stock-based compensation in cost of services (414) (268)
Non-GAAP cost of revenues 104,971 90,167
GAAP gross profit 145,234 131,187
Gross profit adjustments 929 638
Non-GAAP gross profit 146,163 131,825
GAAP gross margin as a percentage of revenues 58 % 59 %
Non-GAAP gross margin as a percentage of revenues 58 % 59 %
GAAP operating expenses 84,792 73,368
Stock-based compensation in research and development (1,710) (1,055)
Stock-based compensation in sales and marketing (1,026) (621)
Stock-based compensation in general and administrative (661) (465)
Amortization of acquired intangible assets (2,614) (2,561)
Non-GAAP operating expenses 78,781 68,666
Non-GAAP operating income 67,382 63,159
GAAP operating margin as a percentage of revenues 24 % 26 %
Non-GAAP operating margin as a percentage of revenues 27 % 28 %
GAAP tax on income 9,051 13,636
Certain discrete tax items 549 (3,605)
Non-GAAP tax on income 9,600 10,031
GAAP net income 54,375 46,459
Amortization of acquired intangible assets 2,614 2,561
Stock-based compensation expenses 4,326 2,779
Certain discrete tax items (549) 3,605
Non-GAAP net income 60,766 55,404
GAAP basic earnings per share 1.94 1.68
Non-GAAP basic earnings per share 2.17 2.00
GAAP diluted earnings per share 1.89 1.63
Non-GAAP diluted earnings per share 2.11 1.94
Shares used for calculation of earnings per share:
Basic
28,022 27,696
Diluted 28,765 28,524