6-k

FORM 6-K
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of
1934

March 3rd, 2003

NOVA MEASURING INSTRUMENTS LTD.

Building 22 Weitzmann Science Park, Rehovoth
P.O.B 266

[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 _____

[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 Rule 12g3-2(b) under the
Securities Exchange Act of 1934.

Yes _____ No __X__

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

Attached hereto and incorporated by way of reference herein the Registrants notice regarding 2002 Fourth Quarter and Year-End Results



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
Nova Measuring Instruments Ltd (the “Registrant”)




March 3, 2003
 


By /S/ Chai Toren...
——————————————
Chai Toren
Chief Financial Officer






Company Contact:
Chai Toren, Chief Financial Officer
Nova Measuring Instruments Ltd.
Tel: 972-8-938-7505
E-mail: info@nova.co.il, hai-t@nova.co.il
http://www.nova.co.il

Company Press Release


Nova Measuring Instruments
Announces 2002 Fourth Quarter and Year-End Results

Rehovoth, Israel, — March 3, 2003 — Nova Measuring Instruments, Ltd. (Nasdaq: NVMI), today reported results for the fourth quarter of 2002 and year ended December 31, 2002.


2002 Fourth Quarter Results

        Total revenues for the fourth quarter of 2002 were $5.6 million, a 3% sequential increase over revenues of $5.4 million for the third quarter of 2002, and a 54% increase over revenues of $3.6 million reported for the fourth quarter of 2001.

        The Company reported gross profit of $1.8 million (32% of revenues) compared with gross profit of $2.0 million (37% of revenues) in the third quarter of 2002, and gross profit of 0.6 million (16% of sales) for the fourth quarter of 2001. Net loss for the quarter was $(2.5) million, or $(0.17) per share, compared with a net loss of $(2.7) million, or $(0.18) per share, in the third quarter of 2002 and net loss of $(3.3) million, or $(0.23) per share, in the fourth quarter of 2001. Fourth quarter 2002 results includes stock-based compensation expenses of $0.2 million. Excluding these expenses, net loss was $(2.3) million, or $(0.16) per share.

        Research and development expenses were $2.2 million (40% of revenues) compared with $2.4 million (44% of revenues) in the third quarter of 2002 and $2.4 million (67% of revenues), in the fourth quarter of 2001. Sales and marketing expenses were $1.7 million (31% of revenues) compared with $1.8 million (33% of revenues) in the third quarter of 2002, and $1.4 million (37% of revenues) in the fourth quarter of 2001.



Year 2002 Annual Results

The Company reported total revenues for the year 2002 of $20.4 million, a 4% sequential decrease of revenues compared with 2001. Gross profit was $7.0 million (34% of revenues) in 2002, compared with gross profit of $4.7 million (22% of revenues) in 2001. Service revenues for the year 2002 were $5.9 million (29% of revenues).

        Net loss for the year was $(13.0) million, or $(0.88) per share, compared with net loss of $(16.9) million, or $(1.16) per share, in 2001. Year 2002 financial results include stock-based compensation expenses of approximately $1.1 million. Excluding these expenses, the net loss for the year was $(11.9) million, or $(0.80) per share.

        Research and development expenses relating to the development of a number of new process control systems for copper CMP, Photolithography and Etch, were $9.9 million (49% of revenues), as compared with $13.3 million (63% of revenues) in 2001. Operating expenses includes one time payment of $1.5 million for technology purchasing done in Q1 2002.

        Though significantly reduced from previous years, this high level of R&D expenditure reflects the Company’s continuing efforts to develop and introduce several novel integrated process control systems and their corresponding engineering systems for the major semiconductor processes, despite the current market slowdown.

        Sales & Marketing expenses were $6.9 million (34% of revenues), as compared with $6.9 million (32% of revenues) in 2001. These expenses represent the Company’s efforts to increase pentration of new products, to enhance the penetration into China and Asia-Pacific, along with focused efforts to boost collaboration with the leading process equipment manufacturers.

        Dr. Giora Dishon, President & CEO of Nova commented, “Year 2002 was a difficult year for Nova and for the industry. According to Dataquest, a leading market research company, total Wafer Front-end Equipment (WFE) declined 33% over 2001. However, we continued our efforts in developing and maturing several new process control systems based on our pioneering Integrated Process Control concept, a concept that has become a major trend in the semiconductor industry. As a result of these efforts we maintained our leading 70% market share position and increased revenues from Asia Pacific and China. About half of the sales were for 300mm systems, strenthening our position going forward when we expect these lines to pick the next upturn in the industry. In addition, we focused on building strategic allignment with the leading equipment suppliers along with increased cooperation and joint development efforts, such as the copper CMP process control. We are encouraged by having completed the Beta testing of the new Copper CMP system, the beginning of sales, and by the first sale of the NovaTrack, our Lithography (overlay and macro) IPC system. We believe that both systems will provide an upside opportunity to the Company.”



        Dr. Dishon added, “2002 was the second year of reduced revenues across the entire semiconductor equipment industry, the steepest decline in the history of the semiconductor equipment market. We continued to manage our business, looking towards the future growth of the Company, whilst continuing to implement cost-cutting measures; we expect the impact of last quarter’s workforce reduction will be more significant this quarter, the first quarter of 2003, and onwards. As a result we maintained our strong cash position with no decline in the cash and equivalents from the previous quarter.”

        Dr. Dishon concluded, “Looking forward, according to Dataquest’s most recent research (Dec. 2002), the Integrated Process Control (IPC) market, which we pioneered and dominate, is expected to grow much faster than most other market segments. We do not expect the general market conditions to change significantly before the end of this year. However, we want to assure our valued shareholders that we will continue our focused development and marketing efforts to bring new products to the industry, which will enable us to leverage from the industry’s continuous technology moves to smaller design rules, copper and low-k, from the transition to 300mm manufacturing, and from the upturn when it arrives, with the ancitipated fast growth IPC market.”


About Nova
Nova Measuring Instruments Ltd. develops, designs and produces integrated process control systems in the semiconductor manufacturing industry. Nova provides a broad range of integrated process control solutions that link between different semiconductor processes and process equipment. The Company’s website is www.nova.co.il.

This press release may contain forward-looking statements, including statements related to anticipated growth rates, manufacturing capacity and tax rate. Actual results may differ materially from those projected due to a number of risks, including 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, or changes in tax requirements. Nova 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 Form F-1 filed with the Securities and Exchange Commission on April 9, 2000. 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 STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except share and per share data)


Year ended December 31,
2 0 0 2
2 0 0 1
2 0 0 0
Revenues from product sales      14,506    14,735    41,931  
Revenues from services    5,865    6,436    6,532  



REVENUES     20,371    21,171    48,463  
Cost of product sales    6,752    9,175    17,558  
Cost of services    6,601    7,295    5,920  



COST OF REVENUES     13,353    16,470    23,478  
    GROSS PROFIT     7,018    4,701    24,985  



OPERATING COSTS AND EXPENSES   
         Research & Development expenses, net    9,894    13,253    13,878  
          Technology for use in Research & Development    1,478    --    --  
         Sales & Marketing expenses    6,950    6,852    7,998  
         General & Administration expenses    1,797    3,032    3,186  
         Other Operating Expenses    --    1,025    --  



     20,119    24,162    25,062  



    OPERATING LOSS     (13,101 )  (19,461 )  (77 )
 FINANCING INCOME, NET     144    2,587    2,858  



       NET INCOME (LOSS)     (12,957 )  (16,874 )  2,781  



      Earnings (Loss) per share     (0.88 )  (1.16 )  0.19  



Comments:   
1. Employee stock-based compensation (SBC) expenses    1,073    1,777    2,362  
 


2. Shares for calculation of earnings (loss) per share:  
       Basic    14,786    14,578    13,580  



       Diluted    14,912    15,200    14,691  



3. The adjusted results excluding employee SBC expenses:  
         Gross Profit    7,147    4,915    25,263  
         Operating Expenses    19,175    22,599    22,978  
         Net Income (Loss)    (11,884 )  (15,097 )  5,143  
         Earnings (Loss) per share    (0.80 )  (1.04 )  0.35  



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


Three months ended
December 31, 2002
September 30, 2002
(unaudited)
REVENUES            
    Product sales    4,476    3,662  
    Services    1,097    1,761  


         5,573    5,423  


COST OF REVENUES   
    Product sales    2,224    1,787  
    Services    1,553    1,651  


         3,777    3,438  


    GROSS PROFIT     1,796    1,985  


OPERATING COSTS AND EXPENSES   
    Research & Development expenses, net    2,228    2,390  
    Sales & Marketing expenses    1,735    1,792  
    General & Administration expenses    489    434  


          4,452    4,616  


       OPERATING LOSS     (2,656 )  (2,631 )
 
FINANCING EXPENSES     168    (45 )


       LOSS     (2,488 )  (2,676 )


LOSS PER SHARE     (0.17 )  (0.18 )


Comments:   
    1. Employee Stock Based Compensation expenses    160    279  


    2. Shares for calculation of loss per share  
        Basic and Diluted    14,930    14,904  


    3. The adjusted results excluding Employee  
        Stock Based Compensation:  
           Gross Profit    1,815    2,017  
           Operating Expenses    4,311    4,369  
           Loss    (2,328 )  (2,397 )
           Loss per share    (0.16 )  (0.16 )



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


Three months ended
December 31, 2002
December 31, 2 0 0 1
(unaudited)
REVENUES            
    Product sales    4,476    2,450  
    Services    1,097    1,167  


        5,573    3,617  


COST OF REVENUES   
    Product sales    2,224    966  
    Services    1,553    2,075  


       3,777    3,041  


    GROSS PROFIT     1,796    576  


OPERATING COSTS AND EXPENSES   
    Research & Development expenses, net    2,228    2,436  
    Sales & Marketing expenses    1,735    1,352  
    General & Administration expenses    489    428  


        4,452    4,216  


       OPERATING LOSS     (2,656 )  (3,640 )
FINANCING EXPENSES     168    330  


       LOSS     (2,488 )  (3,310 )


LOSS PER SHARE     (0.17 )  (0.23 )


Comments:   
    1. Employee Stock Based Compensation expenses    160    174  


    2. Shares for calculation of loss per share  
        Basic and Diluted    14,930    14,627  


    3. The adjusted results excluding Employee  
        Stock Based Compensation:  
           Gross Profit    1,815    597  
           Operating Expenses    4,311    4,063  
           Loss    (2,328 )  (3,136 )
           Loss per share    (0.16 )  (0.21 )



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

As of December 31, 2002
As of December 31, 2001
CURRENT ASSETS            
    Cash and cash equivalents    36,694    34,468  
    Short-term interest-bearing deposits    622    --  
    Available for sale securities    --    6,984  
    Held to maturity securities    994    7,214  
    Trade accounts receivable    2,663    1,673  
    Inventories    3,150    4,313  
    Other current assets    1,137    1,389  


        45,530    56,041  


LONG-TERM ASSETS   
    Severance pay funds    1,701    1,545  
    Fixed assets, net    1,777    1,978  


        3,478    3,523  


        49,008
   59,564
 
CURRENT LIABILITIES   
    Trade accounts payable    3,340    2,687  
    Other current liabilities    7,616    7,825  


         10,956    10,512  


LONG-TERM LIABILITIES   
    Liability for employee termination benefits    2,162    2,046  
    Other long-term liability    213    --  


        2,375    2,046  


    SHAREHOLDERS' EQUITY   
       Share capital    46    46  
       Additional paid- in capital    72,614    72,774  
       Deferred stock-based compensation    (809 )  (2,073 )
       Accumulated other comprehensive loss    --    (524 )
       Accumulated deficit    (36,174 )  (23,217 )


           35,677    47,006  


           49,008
   59,564