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Nova Ltd. Regulatory Filings 2009

Nov 3, 2009

6955_ffr_2009-11-03_5631e65f-7f29-456a-ae2f-139bc70e7f1a.zip

Regulatory Filings

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6-K 1 zk97436.htm Created by EDGAR Ease Plus (EDGAR Ease+) Project: \Backup\edgar filing\Nova Measuring Instruments Ltd\97436\a97436.eep Control Number: 97436 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 Major Center Bold-TNR" FSL="Workstation"

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

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November 3, 2009 Commission File No.: 000-30688

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NOVA MEASURING INSTRUMENTS LTD. (Translation of registrant’s name into English)

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Building 22 Weizmann Science Park, Rehovot P.O.B 266 Israel (Address of principal executive offices)

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Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

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Form 20-F x Form 40-F o

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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): ____

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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): ____

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

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Yes o No x

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Attached hereto and incorporated by way of reference herein is a press release issued by the Registrant and entitled “NOVA ANNOUNCES RECORD NET INCOME IN THE THIRD QUARTER OF 2009”

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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).

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SIGNATURES

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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.

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Date: November 3, 2009 NOVA MEASURING INSTRUMENTS LTD. (Registrant) By: /s/ Dror David —————————————— Dror David Chief Financial Officer

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: [email protected] E-mail: [email protected]
http://www.nova.co.il

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Company Press Release

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NOVA ANNOUNCES RECORD NET INCOME IN THE THIRD QUARTER OF 2009

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64% sequential revenue increase to $11.4 million and record quarterly net income of $1.7 million; Company expects trend to continue

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Rehovot, Israel – November 3, 2009 – 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 2009 third quarter financial results.

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Highlights for the Third Quarter of 2009

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— Total revenues of $11.4 million, up 64% sequentially and 29% from the third quarter of 2008

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— Gross margins of 48%, up from 41% in the second quarter of 2009 and 24% in the third quarter of 2008

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— Record high quarterly GAAP net income of $1.7 million, or $0.08 per diluted share

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— Continued market share gains

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2009 Third Quarter Results

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Total revenues for the third quarter of 2009 were $11.4 million, an increase of 29% relative to the third quarter of 2008, and an increase of 64% relative to the second quarter of 2009.

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Gross margin for the third quarter of 2009 was 48%, compared with 24% in the third quarter of 2008 and 41% in the second quarter of 2009.

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Operating expenses in the third quarter of 2009 were $4.0 million, compared with $4.7 million in the third quarter of 2008, and $3.0 million in the second quarter of 2009.

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On a GAAP basis, the company reported record net income of $1.7 million in the third quarter of 2009, or $0.08 per diluted share. This compares to a GAAP net loss of $2.6 million, or $0.14 per share, for the third quarter of 2008, and a net loss of $0.1 million for the second quarter of 2009.

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On a non-GAAP basis, which excludes stock-based compensation and inventory write-off charges, the company reported record net income of $1.8 million in the third quarter of 2009, or $0.09 per diluted share. This compares with a non-GAAP net loss of $1.7 million, or $0.09 per share, in the third quarter of 2008, and breakeven results in the second quarter of 2009.

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The company generated $1.9 million in cash from operating activities during the third quarter of 2009. Total cash reserves increased to $16.1 million at the end of the third quarter of 2009.

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Management Comments

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“As anticipated, third quarter results showed excellent sequential improvement and a real turnaround compared to the third quarter of last year”, commented Gabi Seligsohn, President and CEO of Nova. “We doubled our gross margins and reported a swing of over $4 million from a net loss of $2.6 million in the third quarter of 2008 to a net profit of $1.7 million in the third quarter of 2009, on improved revenues which grew 29%. In addition, our order patterns remain strong and we expect this trend to continue”.

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“Looking forward, sales of both our Integrated and Stand Alone solutions are well-positioned for further growth, because they enable cost-effective migration to lower technology nodes, while still using existing process equipment. Another positive sign is that we have begun to receive orders related to capacity expansions, driven by consumer demand for mobile computing devices such as netbooks and high end cellular devices. Given the significant increase we are continuing to see in our bookings, we expect to continue and show strong financial performance in the coming quarters”.

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The Company will host a conference call today, November 3, 2009, at 8:30am ET. To participate, please dial in the US: 1-888-668-9141; or internationally: +972-3-918-0609. A recording of the call will be available on Nova’s website, within 24 hours following the end of the call.

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In addition, the conference call will also be webcast live from a link on Nova’s website at www.nova.co.il.

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This press release provides financial measures that exclude non-cash charges for stock-based compensation, inventory write-off and impairment charges 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 considered by management to be outside Nova’s ongoing operating results.

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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.

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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.

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: unanticipated consequences of the global economic crisis, 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; risks related to currency fluctuations; 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 31,2008 filed with the Securities and Exchange Commission on March 30, 2009. 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.

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(Tables to Follow)

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

2009 2008
CURRENT ASSETS
Cash and cash equivalents 15,546 19,325
Short-term interest-bearing bank deposits 47 97
Trade accounts receivable 5,602 2,783
Inventories 4,709 6,862
Other current assets 1,212 1,086
27,116 30,153
LONG-TERM ASSETS
Long-term interest-bearing bank deposits 525 544
Other Long-term assets 170 157
Severance pay funds 2,266 2,141
2,961 2,842
FIXED ASSETS, NET 2,196 2,796
Total assets 32,273 35,791
CURRENT LIABILITIES
Trade accounts payable 1,516 3,480
Deferred income 699 2,385
Other current liabilities 3,357 4,042
5,572 9,907
LONG-TERM LIABILITIES
Liability for employee severance pay 3,238 3,152
Deferred income 242 351
Other long-term liability 38 40
3,518 3,543
SHAREHOLDERS' EQUITY 23,183 22,341
Total liabilities and shareholders' equity 32,273 35,791

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

September 30, June 30, September 30,
2009 2009 2008
REVENUES
Product sales 8,717 4,631 5,535
Services 2,677 2,333 3,305
11,394 6,964 8,840
COST OF REVENUES
Product sales 3,699 2,050 2,872
Inventory write-off - - 850
Services 2,191 2,091 2,956
5,890 4,141 6,678
GROSS PROFIT 5,504 2,823 2,162
OPERATING EXPENSES
Research & Development expenses, net 1,850 1,183 2,301
Sales & Marketing expenses 1,523 1,293 1,631
General & Administration expenses 594 484 760
3,967 2,960 4,692
OPERATING PROFIT (LOSS) 1,537 (137 ) (2,530 )
INTEREST INCOME (EXPENSES), NET 153 43 (94 )
NET INCOME (LOSS) FOR THE PERIOD 1,690 (94 ) (2,624 )
Net income (loss) per share:
Basic 0.09 (0.00 ) (0.14 )
Diluted 0.08 (0.00 ) (0.14 )
Shares used for calculation of net income (loss)
per share:
Basic 19,417 19,378 19,378
Diluted 19,942 19,378 19,378

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

September 30, September 30,
2009 2008
REVENUES
Product sales 16,993 22,645
Services 7,085 10,096
24,078 32,741
COST OF REVENUES
Product sales 7,333 10,884
Inventory write-off - 850
Services 6,554 9,363
13,887 21,097
GROSS PROFIT 10,191 11,644
OPERATING EXPENSES
Research & Development expenses, net 4,816 6,383
Sales & Marketing expenses 3,989 6,113
General & Administration expenses 1,581 2,461
Impairment loss on equipment related to Hypernex assets and
liabilities acquisition - 633
10,386 15,590
OPERATING LOSS (195 ) (3,946 )
INTEREST INCOME, NET 132 96
NET LOSS FOR THE PERIOD (63 ) (3,850 )
Basic net loss per share (0.00 ) (0.20 )
Shares used for calculation of basic net loss per share 19,391 19,366

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

2009 2009 2008
CASH FLOW - OPERATING ACTIVITIES
Net income (loss) for the period 1,690 (94 ) (2,624 )
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 311 276 323
Amortization of deferred stock-based
compensation 130 100 123
Increase (decrease) in liability for employee
termination benefits, net (2 ) 144 (33 )
Net recognized losses (gains) on investments 4 (4 ) 4
Increase in trade accounts receivables (622 ) (2,441 ) (208 )
Decrease in inventories 790 636 1,703
Decrease (increase) in other current and long term
assets 45 (608 ) 314
Decrease in trade accounts payables (662 ) (102 ) (494 )
Increase (decrease) in current liabilities 1,039 (2 ) (1,918 )
Increase (decrease) in short and long term
deferred income (857 ) (44 ) 526
Net cash from (used in) operating activities 1,866 (2,139 ) (2,284 )
CASH FLOW - INVESTMENT ACTIVITIES
Increase in short-term interest-bearing bank deposits - - (46 )
Decrease (increase) in short-term investments 4,595 - (4,243 )
Proceeds from held to maturity securities - - 1,506
Proceeds (investments) in long-term deposits (2 ) 141 9
Additions to fixed assets (72 ) (24 ) (165 )
Net cash from (used in) investment activities 4,521 117 (2,939 )
CASH FLOW - FINANCING ACTIVITIES
Shares issued under employee share-based plans 142 - -
Net cash from investment activities 142 - -
Increase (decrease) in cash and cash equivalents 6,529 (2,022 ) (5,223 )
Cash and cash equivalents - beginning of period 9,017 11,039 13,744
Cash and cash equivalents - end of period 15,546 9,017 8,521

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NOVA MEASURING INSTRUMENTS LTD. YEAR TO DATE CONSOLIDATED STATEMENTS OF CASH FLOWS (U.S. dollars in thousands)

September 30, September 30,
2009 2008
CASH FLOW - OPERATING ACTIVITIES
Net loss for the period (63 ) (3,850 )
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 907 1,005
Amortization of deferred stock-based compensation 336 442
Increase in liability for employee termination benefits, net 28 94
Impairment loss on equipment - 633
Net recognized losses on investments - 17
Decrease (increase) in trade accounts receivables (2,819 ) 3,898
Decrease in inventories 1,946 571
Decrease in other current and long term assets 134 207
Decrease in trade accounts payables and other long term
liabilities (1,964 ) (3,561 )
Decrease in current liabilities (600 ) (3,117 )
Increase (decrease) in short and long term deferred income (1,795 ) 1,079
Net cash used in operating activities (3,890 ) (2,582 )
CASH FLOW - INVESTMENT ACTIVITIES
Decrease (increase) in short-term interest-bearing bank deposits 50 (118 )
Increase in short-term and long-term investments - (8,554 )
Proceeds from held to maturity securities - 3,700
Proceeds from long-term deposits 19 1,643
Additions to fixed assets (100 ) (904 )
Net cash used in investment activities (31 ) (4,233 )
CASH FLOW - FINANCING ACTIVITIES
Shares issued under employee share-based plans 142 12
Net cash from financing activities 142 12
Decrease in cash and cash equivalents (3,779 ) (6,803 )
Cash and cash equivalents - beginning of period 19,325 15,324
Cash and cash equivalents - end of period 15,546 8,521

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NOVA MEASURING INSTRUMENTS LTD. DISCLOSURE OF NON-GAAP NET INCOME (LOSS) (U.S. dollars in thousands, except per share data)

September 30, June 30, September 30,
2009 2009 2008
GAAP Net income (loss) for the period 1,690 (94 ) (2,624 )
Non-GAAP Adjustments:
Stock based compensation expenses 130 100 123
Inventory write-off - - 850
Non-GAAP Net income (loss) for the period 1,820 6 (1,651 )
Non-GAAP net income (loss) per share:
Basic 0.09 0.00 (0.09 )
Diluted 0.09 0.00 (0.09 )
Shares used for calculation of non-GAAP net income
(loss) per share:
Basic 19,417 19,378 19,378
Diluted 19,942 19,378 19,378
September 30, September 30,
2009 2008
GAAP Net loss for the period (63 ) (3,850 )
Non-GAAP Adjustments:
Stock based compensation expenses 336 442
Inventory write-off - 850
Impairment loss on equipment related to
Hypernex assets and liabilities acquisition - 633
Non-GAAP Net income (loss) for the period 273 (1,925 )
Non-GAAP net income (loss) per share:
Basic 0.01 (0.10 )
Diluted 0.01 (0.10 )
Shares used for calculation of non-GAAP net
income (loss) per share
Basic 19,391 19,366
Diluted 19,749 19,433