Nova Measuring Instruments Ltd - Report of Foreign Issuer (6-K)
November 06 2007 - 10:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date of Report:
November 6, 2007
Commission File No.: 000-30688
NOVA MEASURING
INSTRUMENTS LTD.
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.
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".
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).
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.
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NOVA MEASURING INSTRUMENTS LTD.
(the "Registrant")
By: /s/
Dror David
Dror David
Chief Financial Officer
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Date: November 6, 2007
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Company Contact:
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Investor relations Contacts:
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Dror David, Chief Financial Officer
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Ehud Helft / Kenny Green
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Nova Measuring Instruments Ltd.
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GK Investor Relations
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Tel: 972-8-938-7505
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Tel: +1-646-201-9246
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E-mail:
info@nova.co.il
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E-mail:
info@gkir.com
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http://www.nova.co.il
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Company Press Release
NOVA ANNOUNCES 11%
REVENUE INCREASE,
POSITIVE CASH FLOW IN
Q3 2007
Strong
Bookings and Backlog; R&D Consolidation to Improve Cost Structure
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 Novas
website, within 24 hours following the end of the call.
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 Novas performance because they reflect our
operational results and enhances managements and investors ability to evaluate
Novas performance before charges that will not recur in the future periods and thus
are considered by management to be outside Novas 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.
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 Companys 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: 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 Novas 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.
(Tables to Follow)
NOVA MEASURING
INSTRUMENTS LTD.
CONSOLIDATED BALANCE
SHEET
(U.S. dollars in
thousands)
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As of
September 30,
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As of
December 31,
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2007
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2006
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CURRENT ASSETS
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Cash and cash equivalents
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10,704
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4,176
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Short-term interest-bearing bank deposits
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--
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466
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Short-term investments
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2,928
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2,400
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Held to maturity securities
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2,669
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3,265
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Trade accounts receivable
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10,255
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10,252
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Inventories
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6,740
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8,968
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Other current assets
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1,644
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1,917
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34,940
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31,444
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LONG-TERM ASSETS
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Long-term interest-bearing bank deposits
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2,201
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3,172
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Held to maturity securities
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1,981
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1,704
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Other Long-term assets
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182
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222
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Severance pay funds
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2,356
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2,249
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6,720
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7,347
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FIXED ASSETS, NET
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3,324
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2,601
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INTANGIBLE ASSETS, NET
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--
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3,027
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Total assets
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44,984
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44,419
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CURRENT LIABILITIES
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Trade accounts payable
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5,317
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6,424
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Deferred income
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1,469
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3,048
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Other current liabilities
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6,164
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6,099
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12,950
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15,571
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LONG-TERM LIABILITIES
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Liability for employee severance pay
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3,291
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3,224
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Deferred income
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882
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979
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Other long-term liability
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70
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70
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4,243
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4,273
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SHAREHOLDERS' EQUITY
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27,791
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24,575
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Total liabilities and shareholders' equity
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44,984
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44,419
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NOVA MEASURING
INSTRUMENTS LTD.
QUARTERLY CONSOLIDATED
STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except per share data)
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Three months ended
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September 30,
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September 30,
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June 30,
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2007
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2006
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2007
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REVENUES
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Product sales
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10,202
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9,857
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12,128
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Services
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2,924
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2,644
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2,682
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IP Licensing
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766
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|
--
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|
--
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|
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13,892
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12,501
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14,810
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COST OF REVENUES
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Product sales
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5,558
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5,175
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5,522
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Inventory write-off related to Hypernex assets and
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liabilities acquisition
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303
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--
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--
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Services
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2,695
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2,247
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2,547
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|
|
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8,556
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7,422
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8,069
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GROSS PROFIT
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5,336
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5,079
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6,741
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OPERATING EXPENSES
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Research & Development expenses, net
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2,197
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2,272
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2,203
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Sales & Marketing expenses
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2,553
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|
|
2,292
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|
|
2,528
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General & Administration expenses
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|
|
615
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|
|
1,423
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|
|
1,159
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Impairment loss on intangibles and equipment related
|
|
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to Hypernex assets and liabilities acquisition
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|
|
|
3,831
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|
|
--
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|
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--
|
|
|
|
|
|
|
|
|
|
|
|
|
9,196
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|
|
5,987
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5,890
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|
|
|
|
|
|
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OPERATING INCOME (LOSS)
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(3,860
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)
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(908
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)
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|
851
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INTEREST INCOME, NET
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|
190
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|
130
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220
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NET INCOME (LOSS)
|
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(3,670
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)
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|
(778
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)
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|
1,071
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Basic income (loss) per share
|
|
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|
(0.19
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)
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(0.05
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)
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|
0.06
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|
|
|
|
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Diluted income per share
|
|
|
|
|
|
|
|
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0.05
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|
|
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Shares used for calculation of basic income (loss)
per share
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19,026
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16,178
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18,904
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Shares used for calculation of diluted income per
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|
|
share
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19,652
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NOVA MEASURING
INSTRUMENTS LTD.
YEAR TO DATE
CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except per share data)
|
Nine-months ended
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September 30,
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September 30,
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2007
|
2006
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REVENUES
|
|
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|
|
|
|
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Product sales
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|
32,773
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|
26,795
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Services
|
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8,530
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7,431
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IP Licensing
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|
|
766
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|
--
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|
|
|
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|
|
|
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|
42,069
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34,226
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|
|
|
|
|
|
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COST OF REVENUES
|
|
|
Product sales
|
|
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|
15,948
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|
12,690
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Inventory write-off related to Hypernex assets and liabilities
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|
|
acquisition
|
|
|
|
303
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|
|
--
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Services
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|
7,908
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|
6,740
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|
|
|
|
|
|
|
|
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|
24,159
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|
|
19,430
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|
|
|
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GROSS PROFIT
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|
17,910
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|
14,796
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|
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OPERATING EXPENSES
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Research & Development expenses, net
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6,733
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|
6,579
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Sales & Marketing expenses
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|
|
|
7,279
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|
|
6,007
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|
General & Administrative expenses
|
|
|
|
3,886
|
|
|
3,853
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Impairment loss on intangibles and equipment related to Hypernex
|
|
|
assets and liabilities acquisition
|
|
|
|
3,831
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
21,729
|
|
|
16,439
|
|
|
|
|
|
|
|
|
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OPERATING LOSS
|
|
|
|
(3,819
|
)
|
|
(1,643
|
)
|
|
|
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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
|
|
|
|
|
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