Enhanced Investments - Financial Portal

Published: 2021-05-06 08:00:18 ET

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6-K 1 zk2125977.htm 6-K

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 May 2021

Commission File No.: 000-30668

NOVA MEASURING INSTRUMENTS LTD.

(Translation of registrant’s name into English)

5 David Fikes St., 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 Record First Quarter 2021 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: May 6, 2021

NOVA MEASURING INSTRUMENTS LTD.
(Registrant)

By: /s/ Dror David
——————————————
Dror David
Chief Financial Officer

Company Contact:

Dror David, Chief Financial Officer

Nova Measuring Instruments Ltd.

Tel: +972-73-229-5760

E-mail: info@novami.com

https://www.novami.com/

Investor Relations Contact:

Miri Segal MS-IR LLC

Tel: +917-607-8654

E-mail: msegal@ms-ir.com

Company Press Release

Nova Reports Record First Quarter 2021 Results

Rehovot, Israel, May 6, 2021 - Nova (Nasdaq: NVMI) today announced financial results for the first quarter ended March 31, 2021.

First Quarter 2021 Highlights:

•

Record quarterly revenue of $84.1 million, up 38% year over year

•

Record GAAP net income of $17.6 million, or $0.60 per diluted share, up 46% year over year on a per-share basis

•

Record Non-GAAP net income of $20.5 million, or $0.70 per diluted share, up 37% year over year on a per-share basis

•

Record service revenue, led by installed base functionality expansions and productivity upgrades

•

Record product bookings driven by continued diversification across geographies, fabrication technologies and customers

GAAP Results ($K)
	Q1 2021	Q4 2020	Q1 2020
Revenues	$84,133	$76,303	$61,022
Net Income	$17,616	$13,657	$11,682
Earnings per Diluted Share	$0.60	$0.47	$0.41
NON-GAAP Results ($K)
	Q1 2021	Q4 2020	Q1 2020
Net Income	$20,485	$15,872	$13,481
Earnings per Diluted Share	$0.70	$0.55	$0.47

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, stock-based compensation expenses, expense related to a transaction made by a financial institution without Company authorization, facilities transition costs, revaluation of operating lease liabilities, amortization of debt discount and issuance costs and tax effect of non-GAAP adjustment.

Management Comments

“Nova delivered a strong growth quarter, outperforming our guidance and achieving revenue and profit records. Our remarkable results were driven by the proliferation of our advanced solutions across customers, segments and technology nodes,” commented Eitan Oppenhaim, President and Chief Executive Officer. “Our differentiated portfolio, honed by our commitment to innovation, continues to strengthen our market position as we address increasingly complex technical transitions to new generations of semiconductors. The achievements this quarter mark another successful milestone in our growth trajectory for this year, as we expand our market presence and deploy our new leading-edge technologies.”

2021 Second Quarter Financial Outlook

Management provided an outlook for the second quarter, the period ending June 30, 2021. Based on current estimates, management expects:

•

$84 million to $92 million in revenue

•

$0.51 to $0.64 in diluted GAAP EPS

•

$0.64 to $0.77 in diluted non-GAAP EPS

2021 First Quarter Results

Total revenues for the first quarter of 2021 were $84.1 million, an increase of 10%, compared with the fourth quarter of 2020 and an increase of 38% compared with the first quarter of 2020.

Gross margin for the first quarter of 2021 was 57%, compared with a gross margin of 55% in the fourth quarter of 2020, and compared with a gross margin of 56% in the first quarter of 2020.

Operating expenses in the first quarter of 2021 were $28.2 million, compared with $25.5 million in the fourth quarter of 2020 and compared with $21.5 million in the first quarter of 2020.

On a GAAP basis, the Company reported net income of $17.6 million, or $0.60 per diluted share, in the first quarter of 2021. This is compared with net income of $13.7 million, or $0.47 per diluted share, in the fourth quarter of 2020, and compared with net income of $11.7 million, or $0.41 per diluted share, in the first quarter of 2020.

On a non-GAAP basis, which excludes amortization of acquired intangible assets, stock-based compensation expenses, a one-time expense related to a transaction made by a financial institution without Company authorization, facilities transition costs, revaluation of operating lease liabilities, amortization of debt discount and issuance costs and tax effect of non-GAAP adjustment, the Company reported net income of $20.5 million, or $0.70 per diluted share, in the first quarter of 2021. This is compared with net income of $15.9 million, or $0.55 per diluted share, in the fourth quarter of 2020, and compared with net income of $13.5 million, or $0.47 per diluted share, in the first quarter of 2020.

Conference Call Information

Nova will host a conference call today, May 6, 2021, at 9 a.m. Eastern Time, to discuss the financial results and 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. TOLL-FREE Dial-in Number: 1-800-289-0438

ISRAEL TOLL-FREE Dial-in Number: 1-809-212-883

INTERNATIONAL Dial-in Number: 1-323-794-2423

At:

9 a.m. Eastern Time

6 a.m. Pacific Time

4 p.m. Israel Time

Please reference conference ID: 3276680

The conference call will also be webcast live from a link on Nova's website at https://www.novami.com/investors/events/.

A replay of the conference call will be available from May 6, 2021 at 12 p.m. Eastern Time to May 13, 2021 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: 3276680

A replay will also be available for 90 days on Nova's website at https://www.novami.com/investors/events/.

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 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 enables 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 amortization of acquired intangible assets, stock-based compensation expenses, expense related to a transaction made by a financial institution without Company authorization, facilities transition costs, revaluation of operating lease liabilities, amortization of debt discount and issuance costs and tax effect of non-GAAP adjustment, as applicable, 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 enhance 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 allow 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: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in U.S. trade policies; inability to protect intellectual property; open source technology exposure; failure to compete effectively or to respond to the rapid technological changes; consolidation in our industry; difficulty to predict the length and strength of any downturn or expansion period of the market we target; factors that adversely affect the pricing and demand for our product lines; dependency on a small number of large customers; dependency on a single manufacturing facility per product line; dependency on a limited number of suppliers; lengthy sales cycle and customer delays in orders; political, economic, and military instability in Israel; risks related to our convertible notes; currency fluctuations; and quarterly fluctuations in our operating results. 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, 2020 filed with the Securities and Exchange Commission on March 1, 2021. 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	March 31, 2021		December 31, 2020
Current assets
Cash and cash equivalents		208,758		232,304
Short-term interest-bearing bank deposits		246,096		191,567
Trade accounts receivable, net		59,820		63,314
Inventories		66,141		61,734
Other current assets		10,435		9,782

Total current assets		591,250		558,701

Non-current assets
Interest-bearing bank deposits		3,425		2,547
Restricted interest-bearing bank deposits		1,750		1,476
Deferred tax assets		3,467		2,869
Other long-term assets		443		462
Severance pay funds		1,251		1,281
Operating lease right-of-use assets		29,055		29,109
Property and equipment, net		33,138		34,168
Intangible assets, net		4,484		5,059
Goodwill		20,114		20,114

Total non-current assets		97,127		97,085

Total assets		688,377		655,786

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable		24,586		24,096
Deferred revenues		13,738		4,717
Operating lease current liabilities		3,867		3,703
Other current liabilities		31,741		28,418

Total current liabilities		73,932		60,934

Non-current liabilities
Convertible senior notes, net		179,842		178,808
Accrued severance pay		3,651		3,719
Operating lease long-term liabilities		30,827		31,905
Other long-term liability		9,378		8,882

Total non-current liabilities		223,698		223,314

Shareholders' equity		390,747		371,538

Total liabilities and shareholders' equity		688,377		655,786

NOVA MEASURING INSTRUMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three months ended March 31,
	2021		2020

Revenues:
Products		66,283		45,725
Services		17,850		15,297
Total revenues		84,133		61,022

Cost of revenues:
Products		25,232		18,040
Services		10,971		8,640
Total cost of revenues		36,203		26,680

Gross profit		47,930		34,342

Operating expenses:
Research and development, net		14,518		11,683
Sales and marketing		9,540		6,563
General and administrative		3,539		2,589
Amortization of acquired intangible assets		575		626
Total operating expenses		28,172		21,461

Operating income		19,758		12,881

Financing income, net		424		1,028

Income before tax on income		20,182		13,909

Income tax expenses		2,566		2,227

Net income for the period		17,616		11,682

Earnings per share:
Basic		0.62		0.42
Diluted		0.60		0.41

Shares used for calculation of earnings per share (in thousands):
Basic		28,214		27,902
Diluted		29,306		28,760

NOVA MEASURING INSTRUMENTS LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

	Three months ended March 31,
	2021			2020
Cash flows from operating activities:

Net income	$	17,616		$	11,682

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		1,579			1,410
Amortization of intangible assets		575			626
Amortization of debt discount and issuance costs		1,034			-
Share-based compensation		2,222			1,318
Net effect of exchange rate fluctuation		362			399
Changes in assets and liabilities:
Trade accounts receivables, net		3,494			(3,440	)
Inventories		(4,417	)		(1,448	)
Other current and long-term assets		(1,162	)		3,693
Deferred tax assets, net		(598	)		(201	)
Operating lease right-of-use assets		406			254
Trade accounts payables		439			(2,255	)
Deferred revenues		9,021			346
Operating lease liabilities		(1,266	)		(923	)
Other current and long-term liabilities		3,718			2,411
Accrued severance pay, net		(38	)		18

Net cash provided by operating activities		32,985			13,890

Cash flows from investment activities:
Increase in short-term and long-term interest-bearing bank deposits		(55,805	)		(7,629	)
Purchase of property and equipment		(488	)		(2,270	)

Net cash used in investing activities		(56,293	)		(9,899	)

Cash flows from financing activities:
Purchases of treasury shares		-			(14	)
Proceeds from exercise of options		-			111

Net cash provided by financing activities		-			97

Effect of exchange rate fluctuations on cash and cash equivalents		(238	)		(305	)

Increase (decrease) in cash and cash equivalents		(23,546	)		3,783
Cash and cash equivalents - beginning of year		232,304			31,748
Cash and cash equivalents - end of year	$	208,758		$	35,531

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
	March 31, 2021			December 31, 2020			March 31, 2020
GAAP gross profit		47,930			42,323			34,342
Stock-based compensation expenses *		418			415			256
Non-GAAP gross profit		48,348			42,738			34,598
GAAP gross margin as a percentage of revenues		57	%		55	%		56	%
Non-GAAP gross margin as a percentage of revenues		57	%		56	%		57	%

GAAP operating income		19,758			16,846			12,881
Stock-based compensation expenses *		2,222			2,231			1,318
Amortization of acquired intangible assets		575			626			626
One-time income related to a transaction made by a financial institution without Company authorization		-			(2,850	)		-
Non-GAAP operating income		22,555			16,853			14,825
GAAP operating margin as a percentage of revenues		23	%		22	%		21	%
Non-GAAP operating margin as a percentage of revenues		27	%		22	%		24	%

GAAP net income		17,616			13,657			11,682
Stock-based compensation expenses *		2,222			2,231			1,318
Amortization of acquired intangible assets		575			626			626
Amortization of debt discount and issuance costs		1,034			868			-
One-time income related to a transaction made by a financial institution without Company authorization		-			(2,850	)		-
Revaluation of operating lease liabilities		(860	)		1,364			(66	)
Tax effect of non-GAAP adjustments		(102	)		(24	)		(79	)
Non-GAAP net income		20,485			15,872			13,481

GAAP basic earnings per share		0.62			0.49			0.42
Non-GAAP basic earnings per share		0.73			0.56			0.48

GAAP diluted earnings per share		0.60			0.47			0.41
Non-GAAP diluted earnings per share		0.70			0.55			0.47

Shares used for calculation of earnings per share (in thousands):
Basic		28,214			28,146			27,902
Diluted		29,306			28,999			28,760

* Stock-based compensation expenses for the three months ended March 31, 2021 included in – Cost of revenues products - 250; Cost of revenues services - 168; Research and development expenses, net – 843; Sales and marketing expenses – 501; General and administrative expenses – 460

NOVA MEASURING INSTRUMENTS LTD.

SUPPLEMENTAL INFORMATION - RECONCILIATION OF SECOND QUARTER 2021

GAAP TO NON-GAAP GUIDANCE

(Unaudited)

	Low			High
Estimated GAAP net income per diluted share		0.51			0.64
Estimated non-GAAP items:
Stock-based compensation expenses		0.09			0.09
Amortization of acquired intangible assets		0.02			0.02
Amortization of debt discount and issuance costs		0.03			0.03
Tax effect of non-GAAP adjustments		(0.01	)		(0.01	)
Estimated non-GAAP net income per diluted share		0.64			0.77

Enhanced Investments, Inc.
329 South Oyster Bay Road #2085
Plainview, NY 11803
team@eninvs.com

Important disclosures

Performance results were prepared by Enhanced Investments, and have not been compiled, reviewed or audited by an independent accountant. Performance estimates are subject to future adjustment and revision. Investors should be aware that a loss of investment is possible. Account holdings are for illustrative purposes only and are not investment recommendations. Additional information, including (i) the calculation methodology; and (ii) a list showing the contribution of each holding to the portfolio’s performance during the time period will be provided upon request.
All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.

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Past performance is no guarantee of future results. Any historical returns, expected returns [or probability projections] are hypothetical in nature and may not reflect actual future performance.
All the strategies assume investments in equity invstrumenta only and are more relevant for "agressive investment profile". Eastern European flagship strategy assumes using up to 20% leverage of total portfolio. GlobalCommodities and US Growth strategy currently assume no leverage.
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Performance results were prepared by Enhanced Investments, and have not been compiled, reviewed or audited by an independent accountant. Performance estimates are subject to future adjustment and revision. Investors should be aware that a loss of investment is possible. Account holdings are for illustrative purposes only and are not investment recommendations. Additional information, including (i) the calculation methodology; and (ii) a list showing the contribution of each holding to the portfolio’s performance during the time period will be provided upon request.
All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.