Nova Ltd. — Regulatory Filings 2007

Nov 6, 2007

6-K 1 zk74414.htm Created by EDGAR Ease Plus (EDGAR Ease+) Project: \backup\office\EDGAR Filing\Nova Measuring Istruments Ltd\74414\a74414.eep Control Number: 74414 Rev Number: 1 Client Name: Nova Measuring Istruments Ltd Project Name: 6-K Firm Name: Zadok-Keinan Ltd 6-K MARKER FORMAT-SHEET="Scotch Rule Top-TNR" FSL="Workstation" MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation"

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Default"

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation"

Date of Report: November 6, 2007 Commission File No.: 000-30688

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

NOVA MEASURING INSTRUMENTS LTD.

MARKER FORMAT-SHEET="Head Major Center Bold 1-TNR" FSL="Workstation"

Building 22 Weizmann Science Park, Rehovot P.O.B 266 Israel

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 x Form 40-F o

Indicate by check mark whether the registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to 12g3-2(b) under the Securities Exchange Act of 1934:

Yes o No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with 12g3-2(b):

N/A.

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

Attached hereto and incorporated by way of reference herein is a press release issued by the Registrant on, and dated, November 6, 2007, and entitled “Nova Announces 11% Revenue Increase, Positive Cash Flow in Q3 2007".

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Workstation"

This report on Form 6-K is hereby incorporated by reference into Nova Measuring Instruments Ltd.‘s registration statements on Form S-8, filed with the Securities and Exchange Commission on the following dates: September 13, 2000 (File No. 333-12546); March 5, 2002 (File No. 333-83734); December 24, 2002 (File No. 333-102193, as amended by Amendment No. 1, filed on January 5, 2006); March 24, 2003 (File No. 333-103981); May 17, 2004 (three files, File Nos. 333-115554, 333-115555, and 333-115556, as amended by Amendment No. 1, filed on January 5, 2006); March 7, 2005 (File No. 333-123158); December 29, 2005 (File No. 333-130745); September 21, 2006 (File No. 333-137491); and November 5, 2007 (File No. 333-147140) and into Nova Measuring Instruments Ltd.‘s registration statement on Form F-3, filed with the Securities and Exchange Commission on May 11, 2007 (File No. 333-142834).

MARKER FORMAT-SHEET="Head Major Center Bold 1-TNR" FSL="Workstation"

Signatures

MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Default"

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.

MARKER FORMAT-SHEET="Signature (Single)" FSL="Workstation"

NOVA MEASURING INSTRUMENTS LTD. (the "Registrant") By: /s/ Dror David —————————————— Dror David Chief Financial Officer

MARKER FORMAT-SHEET="Head Left-TNR" FSL="Default"

Date: November 6, 2007

Company Contact:	Investor relations Contacts:
Dror David, Chief Financial Officer	Ehud Helft / Kenny Green
Nova Measuring Instruments Ltd.	GK Investor Relations
Tel: 972-8-938-7505	Tel: +1-646-201-9246
E-mail: info@nova.co.il	E-mail: info@gkir.com
http://www.nova.co.il

MARKER FORMAT-SHEET="Head Major Center Bold 1-TNR" FSL="Workstation"

Company Press Release

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

NOVA ANNOUNCES 11% REVENUE INCREASE, POSITIVE CASH FLOW IN Q3 2007

MARKER FORMAT-SHEET="Head Sub 2 Left-TNR" FSL="Workstation"

Strong Bookings and Backlog; R&D Consolidation to Improve Cost Structure

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

Rehovot, Israel – November 6, 2007 – Nova Measuring Instruments Ltd. (Nasdaq: NVMI) , provider of leading edge stand alone metrology and the market leader of integrated metrology solutions to the semiconductor process control market, today reported its results for the third quarter of 2007.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

Total revenues increased 11% to $13.9 million, compared to $12.5 million reported for the third quarter of 2006. Revenues decreased sequentially from $14.8 million reported for the second quarter of 2007.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

During the third quarter, the company signed an agreement to license a few of its patents. Revenues in the third quarter included $0.8 million from IP license payments, net of legal fees and expenses.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

Gross margin for the third quarter of 2007 was 38%, including a $0.3 million inventory write-off related to the Hypernex acquisition. Excluding the inventory write-off, gross margin in third quarter was 41%, the same as the comparable period a year ago, and compared with 46% for the second quarter of 2007. Gross margin declined sequentially mainly due to a less favorable product mix and costs associated with recent penetrations into new customers.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

Operating expenses in the third quarter of 2007 were $9.2 million, including a non-cash impairment charge of $3.8 million related to the assets and liabilities acquired in the Hypernex transaction. Excluding the impairment charge, operating expenses were $5.4 million for the third quarter of 2007, compared with $6.0 million in the third quarter of 2006, and $5.9 million in the second quarter of 2007. The Company has also closed its research and development facility in State College, Pennsylvania, which was part of the Hypernex acquisition, following the integration of the activities to its headquarters in Israel. This move is expected to result in cost savings of $1.5 million in 2008.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

The company reported a $3.7 million net loss in the third quarter of 2007, or ($0.19) per share, which included $4.1 million in non-cash charges for inventory write-off and impairment charges.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

Net income excluding non-cash charges, was approximately $0.5 million, or $0.02 per diluted share for the third quarter of 2007, compared with a net loss of $0.8 million, or ($0.05) per share for the third quarter of 2006, and compared with a net income of $1.1 million, or $0.05 per diluted share for the second quarter of 2007.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

Cash reserves at the end of the third quarter of 2007 were $20.5 million, an increase of $0.1 million compared to the end of second quarter of 2007.

MARKER FORMAT-SHEET="Para Indent Lv 0-TNR" FSL="Workstation"

“Business conditions in third quarter were in line with our expectations and our team continued to execute to our plan, with a significant sequential increase in bookings and a strong backlog,” said Gabi Seligsohn, President and CEO. “Excluding the one-time non-cash charges, we reported our second consecutive profitable quarter and with positive cash flow.”

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

“The strength in bookings is related to our continued market share gains in integrated metrology and our continued penetrations into the Optical CD stand-alone segment”, continued Seligsohn. “While we continue to believe x-ray metrology has good long term prospects, the sales cycle is extremely long and we considered it prudent to appropriately reflect the current asset value of the Hypernex acquisition on our balance sheet and improve our cost structure by transferring the R&D activities to our headquarters in Israel. Meanwhile, based on the momentum in stand-alone and integrated metrology, we expect a strong finish to the year and another growth year in 2008.”

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

The Company will host a conference call today, November 6, 2007, at 9:00am EST. To participate please dial in the U.S: 1-888-642-5032; UK: 0-800-032-3367; or internationally: +972-3-918-0687 at least 5 minutes before the start of the call. A recording of the call will be available on Nova’s website, within 24 hours following the end of the call.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

This press release provides financial measures that excludes non-cash charges for inventory write-off and impairment charges and are therefore not calculated in accordance with generally accepted accounting principals (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 that will not recur in the future periods and thus are considered by management to be outside Nova’s ongoing operating results.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

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.

MARKER FORMAT-SHEET="Head Major Left Bold-TNR" FSL="Workstation"

About Nova Nova Measuring Instruments Ltd. develops, produces and markets advanced integrated and stand alone metrology solutions for the semiconductor manufacturing industry. Nova is traded on the NASDAQ & TASE under the symbol NVMI. The Company’s website is www.nova.co.il.

MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation"

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 trends, demand for our products, expected deliveries, transaction, expected revenues, operating results, earnings 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. These risks and other factors include but are not limited to: our dependency on a single integrated process control product line; the highly cyclical nature of the markets we target; 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; risks associated with our dependence on a single manufacturing facility; our ability to expand our manufacturing capacity or marketing efforts to support our future growth; our dependency on a small number of large customers and small number of suppliers; risks related to our intellectual property; changes in customer demands for our products; new product offerings from our competitors; changes in or an inability to execute our business strategy; unanticipated manufacturing or supply problems; changes in tax requirements; changes in customer demand for our products 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, 2006 filed with the Securities and Exchange Commission on May 11, 2007. 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.

MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation"

(Tables to Follow)

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

NOVA MEASURING INSTRUMENTS LTD. CONSOLIDATED BALANCE SHEET (U.S. dollars in thousands)

2007	2006
CURRENT ASSETS
Cash and cash equivalents	10,704	4,176
Short-term interest-bearing bank deposits	--	466
Short-term investments	2,928	2,400
Held to maturity securities	2,669	3,265
Trade accounts receivable	10,255	10,252
Inventories	6,740	8,968
Other current assets	1,644	1,917
	34,940	31,444
LONG-TERM ASSETS
Long-term interest-bearing bank deposits	2,201	3,172
Held to maturity securities	1,981	1,704
Other Long-term assets	182	222
Severance pay funds	2,356	2,249
	6,720	7,347
FIXED ASSETS, NET	3,324	2,601
INTANGIBLE ASSETS, NET	--	3,027
Total assets	44,984	44,419
CURRENT LIABILITIES
Trade accounts payable	5,317	6,424
Deferred income	1,469	3,048
Other current liabilities	6,164	6,099
	12,950	15,571
LONG-TERM LIABILITIES
Liability for employee severance pay	3,291	3,224
Deferred income	882	979
Other long-term liability	70	70
	4,243	4,273
SHAREHOLDERS' EQUITY	27,791	24,575
Total liabilities and shareholders' equity	44,984	44,419

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

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

September 30,		September 30,		June 30,
2007		2006		2007
REVENUES
Product sales	10,202		9,857		12,128
Services	2,924		2,644		2,682
IP Licensing	766		--		--
	13,892		12,501		14,810
COST OF REVENUES
Product sales	5,558		5,175		5,522
Inventory write-off related to Hypernex assets and
liabilities acquisition	303		--		--
Services	2,695		2,247		2,547
	8,556		7,422		8,069
GROSS PROFIT	5,336		5,079		6,741
OPERATING EXPENSES
Research & Development expenses, net	2,197		2,272		2,203
Sales & Marketing expenses	2,553		2,292		2,528
General & Administration expenses	615		1,423		1,159
Impairment loss on intangibles and equipment related
to Hypernex assets and liabilities acquisition	3,831		--		--
	9,196		5,987		5,890
OPERATING INCOME (LOSS)	(3,860	)	(908	)	851
INTEREST INCOME, NET	190		130		220
NET INCOME (LOSS)	(3,670	)	(778	)	1,071
Basic income (loss) per share	(0.19	)	(0.05	)	0.06
Diluted income per share					0.05
Shares used for calculation of basic income (loss) per share	19,026		16,178		18,904
Shares used for calculation of diluted income per
share					19,652

MARKER FORMAT-SHEET="Head Major Center Bold-TNR" FSL="Workstation"

NOVA MEASURING INSTRUMENTS LTD. YEAR TO DATE CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. dollars in thousands, except per share data)

September 30,		September 30,
2007		2006
REVENUES
Product sales	32,773		26,795
Services	8,530		7,431
IP Licensing	766		--
	42,069		34,226
COST OF REVENUES
Product sales	15,948		12,690
Inventory write-off related to Hypernex assets and liabilities
acquisition	303		--
Services	7,908		6,740
	24,159		19,430
GROSS PROFIT	17,910		14,796
OPERATING EXPENSES
Research & Development expenses, net	6,733		6,579
Sales & Marketing expenses	7,279		6,007
General & Administrative expenses	3,886		3,853
Impairment loss on intangibles and equipment related to Hypernex
assets and liabilities acquisition	3,831		--
	21,729		16,439
OPERATING LOSS	(3,819	)	(1,643	)
INTEREST INCOME, NET	579		469
NET LOSS	(3,240	)	(1,174	)
Basic loss per share	(0.18	)	(0.08	)
Shares used for calculation of basic loss per share	18,390		15,713