Gabi Seligsohn - President and CEO Dror David - CFO

Edwin Mok - Needham & Company Robert Susman - Bentley Capital Cristina Osmena - Spinner Asset

Yes operator thank you and thank you everyone for joining today’s call. 2009 proved to be a defining period for Nova.

Facing one of the worst recessions in our industry’s history, our business strategy was put to a real test, how to grow profitability while also reducing expenses. To do so we have to rely on the strong foundation of customer relationships we have been building for the last several years.

While the industry experienced a double digit decline in 2009, we managed to grow revenues by 1%. At the same time we improved our product gross margin by several percentage points and reduced our operating expenses 24% from 2008.

This fundamental transformation of our business model involved several elements. First, relying on our wide exposure to the world's leading semiconductor manufacturers, we were able to expand our product offerings, increase our footprints in the fab and displace traditional metrology technique.

Second, during the year we significantly increased our market share in integrated metrology and more than tripled our share of this [annual] metrology market, most notably in the area of proper process control. We were able to maintain the leading position of displacing traditional measurement technique in both of our product lines at the world class boundaries and memory manufacturing sites.

Thirdly, looking at the year as a whole, we were fortunate to be among the few companies to take an active part in the first phase of recovery, which started at the end of the first quarter of 2009. Our product allowed customers to migrate significant capacity to more advanced technology notes at a minimal investment.

Later in the year, when the time came to further increase capacity, we were already delighted and continued to enjoy the incremental business. Fourthly, 2009 was the first year in which our standalone metrology products generated close to half of our product revenues.

During the year, we also saw strong move to selling our integrated metrology products directly to end users providing us as well as our OEM partners and end customers favorable commercial term. This monumental change in our business model and in revenue mix allowed us to significantly improve our financial results and move to profitability during a very challenging period.

We were able to swing from a loss of $5.4 million in 2008 to a net profit of $2.6 million in 2009. With these changes in place, and with the vote of confidence, we've received from several customers who are now ramping up their factories.

We feel confident in our ability to continue and generate profitable growth in 2010 and beyond. Now to give you some additional insight let me review what happened during the fourth quarter.

During the fourth quarter of 2009, we continued to enjoy the trend of improving business fundamentals we have experienced in the last several months. Dror will give you the details of our revenue and profit growth in his prepared remarks.

Bookings during the fourth quarter, were at a record high coming from all product lines and allowing us to start 2010 with a strong backlog. As mentioned during our last conference call, as well as in our press release issued during the fourth quarter, our leading customers have resumed spending to support capacity increases at the high end of technology.

Given recent announcements we clearly see benefit in having extensive exposure to both the foundry and memory capital equipment segment which are supposed to grow by more than 70% and 50% to 80% respectively during 2010. Now, let me turn to the industry outlook and also provide you with some specific guidance on our performance during 2010.

Analyzing inputs we have received from several customers as well as semiconductor supply fundamentals we believe we are at the beginning of a positive cycle having starved themselves of new equipment for a period of more than 15 months, our customers are not able to continue relying only on migration of existing capacity to leading edge technology. Demand for high end semiconductors for cellular, gaming, PC and server markets as well as the general consumer electronic market continue to increase requiring technologies of 40 nanometer and below to become available at large volumes.

Meeting the market demand that competitive device [yields], requires the introduction of more process control solutions especially in challenging manufacturing steps such as Lithography, Etch and CMP all of which are at the center of our product focus. Well there has been a lot of controversy between industry analyst as to the extent of growth that we expected in 2010, all generally agree that, 2010 and 2011 are expected to be year's of growth.

As it's customary in our industry, positive upwards trends are perceived as opportunities for market share gains by semi-conductor manufacturers hence the battle is already raging between memory manufactures of all front to increase their manufacturing capacity and take a larger portion of addressable market. We also see the foundry segment becoming fiercely competitive and hear regularly a technological break through.

As stated these junctures are opportunities for us to grow our presence and offer innovative solutions. Now let me turn it to the financial outlook for 2010.

In light of the fact that almost three quarters of our business is now direct with semiconductor manufactures, we have better visibility than we used to, closer relationships with customers provide better insight in to their plan and enable us to start giving specific guidance. Given our current backlog, we have very good visibility for the first half of the year and expect strong growth versus a comparable period of last year.

After the second half of the year it is still too early to have good visibility. However, our expectations for the full year is based on the following; first, with the proliferation of our product as a result of repeat orders from existing accounts; secondly, successful penetration into new accounts; thirdly, market share gains and finally, and most importantly, the overall positive industry growth pattern.

Therefore, we are looking for 2010 revenues to range between $58 million and $63 million. As you may have noticed we have had to increase our operating expenses modestly in Q4 and we will have to continue to increase operating expenses somewhat during the year in order to accommodate the growth of our business, as well as secure the competitive position of our products.

Having said that, we expect expenses to grow more slowly than revenues, and expect to demonstrate a further improvement in net profitability for 10% to 14% of revenues based on the revenue range indicated. Finally, we are very pleased with the way we have exited 2009 and our confidence and our ability to effectively leverage the changes in our business fundamentals and continue to profitably grow our business in 2010.

And with that, I would like to turn it to Dror for a closer look at the numbers, Dror?

Thanks Gabi and hi everybody and welcome to our quarterly conference call. As Gabi mentioned, we are very pleased with our financial performance in the quarter.

Revenue wise, we have seen 34% sequential increase to 15.2 million in Q4, relative to 11.4 million in Q3. The 145% revenue increase versus the year ago quarter, shows the significant progress we have made over the past several quarters.

Looking at sales by territories, product revenue in the quarter continues to come mainly from Asia Pacific which accounted for 91% of product revenues, while the US and Japan contributed equally for the rest of the revenues. Looking at gross margins, blended gross margins came in at 49% in the fourth quarter of '09, reflecting an additional 22 basis points over the previous quarter.

This improvement was driven mainly by the significant increase in product revenues. Product gross margins came in at 57% in the quarter, a slight decrease of 26 basis points relative to the previous quarter, which is in line with our expectations for product gross margins, while penetrating new customers.

In the services, we saw a decrease to 6% gross margins as a result of the return of the service organization to its normal cost structure. And some rollover, of time and material revenues through 2010.

The Q4 service revenues run rate, is approximately $10 million on annual basis, significantly lower than our peak $12 to $13 million annual service revenues in '07 and '08. The reduction to $10 million service revenues in ’09 is related to the significantly lower fab utilization rates in the first half of the year, which resulted in service contract cancellations and moved to time and materials.

In recent months, we already see both return to and new service contracts and we expect service revenues in 2010 to increase to '07 and '08 levels. At these levels and in consistency with the financial model we have shared in the past, we expect service gross margins to be higher than 50%.

During the fourth quarter and as expected, overall operating expenses increased by $0.7 million to $4.7 million. Most of this increase is related to bringing our employees back to full salary and working week and also to several year end objective based payment.

In the next couple of quarters, we expect operating expenses to modestly increase as we continue to expand our investments in new product introductions and new customer penetration. In terms of the bottom line on a GAAP basis, the company reported net income of $2.7 million or 13% per diluted share an all time record of quarterly net profit.

This result shows the significant profit leverage that was built in the company during the recent year to introducing new products with higher average selling prices and through effective operational management and fiscal discipline. Cash flow-wise, the company generated cash flow of $2.1 million from operating activities in the fourth quarter.

During the quarter, we also presented excellent working capital management through keeping DSOs below 50 days and further reducing our inventory levels. In the coming quarters, we expect inventories to increase by $1 million to $2 million, as we align our inventory flow with the current demand levels, and as we proliferate into the field additional evaluation tools of our new optical CD standalone product, the T500.

It should be noted that even after these [were a] significant inventory increase plan, we expect to present the inventory returns which are higher than five times a year. We have also recently closed a successful follow-on offering, adding valuable and well-known industry specific new investors to our investment base.

With the net proceeds from the offering of approximately $17 million, our overall cash results increased to the $36 million level. In order to illustrate as clearly as possible the fundamental transformation we have made to our business model over the past quarters, I would like to go back and compare our financial performance in the year '09 to year '08.

In the year '09, we presented revenues of $39.3 million, 1% higher than '08 revenues of $39 million. This increase in revenues is in itself unique among our industry peers, but nevertheless, if we compare the operational parameters of both years, overall gross margins increased from 33% to 45%.

Product gross margins increased from 44% to 56%. Operating expenses decreased by approximately $5 million for 51% of revenues to 38% of revenue.

And GAAP net income increased by $8 million from negative 14% of revenue, to positive 7% of revenue. We believe that this comparison demonstrate the debt and the strength of the change in our business fundamentals.

Looking into our next calendar year as Gabi, mentioned for the full year of 2010, we are guiding revenues of $58 million to $63 million and net profitability of 10% to 14% relative to revenues of $39 million and 7% net profitability in year '09. This guidance inconsistent with the financial model we have shared with you and the fact and reflects the expanding operating leverage of the business transformation we have been pursuing.

Gabi?

Thank you, Dror and with that operator, we'd be happy to take questions.

Let me first talk with the (inaudible) revenue, you guys talked a little bit about declines slightly on the last quarter of the year, you do expect it to ramp back in the coming years utilization improved. Can I ask how you look at idea of that going into a new year do you expect some of the service contract jumping in first quarter that could drive a better sequential equation in the first quarter, is that how I should look a that?

Two things one is as Dror mentioned some of the revenues that was expected in the fourth quarter rolled into the first quarter and secondly as we expect, some contracts, they already comeback in the first quarter. I think that as a whole with utilization rate increasing, we should expect to see some further growth in the service revenues, but overall bringing us to levels of '07, '08 which were between $11.5 and $13 million that’s pretty much the range, the revenues that we expect, so that's the way to look at that.

On the product side, I think Gabi you mentioned that you expect at least first, now you have good visibility in the first half and you expect good growth over last year or first half of 2009 or are you talking about good growth over fourth quarter of 2009, I just want to be very clear on that and also got some little question, how do you look at the [linearity] of that and what is baked in little you guidance you expect a more modest second half, is that the assumption behind your guidance for the full-year?

First of all to your first question, my reference was to the comparable first half of 2009, so that’s the way to look at that, that we believe we are going to significantly grow compared to the first half of 2009. Regarding the overall year, what we see right now as I had mentioned is that the first half is indeed very strong.

As I mentioned, we finished with a very strong backlog. I am happy to say that we still see a healthy bookings in the first quarter albeit not at the levels of the fourth quarter which we're really very openly I'll say very high peak bookings, but we do see healthy bookings continuing in the first quarter.

So our feeling is that first half is going to be very strong. Regarding the second half, I think right now and I feel that this is pretty normal for our industry to have specific visibility.

Six months in advance is not something very normal. We are encouraged by the number of projects that are springing up in the overall statements coming from customers, but it's a little bit too early still to see those translating into actual orders, significant orders for the second half of the year.

So I will say first half looks quite strong, second half right now is still not completely clear, but overall, our statement remains that we believe we're going to grow revenue wise by about 49% to 62% in the year and that’s the way to look at that.

Finally on the integrated metrology side, I think historically there are some customer might want to close on to that in using integrated metrology for application like CMP, and can you see that changing in the coming year? Do you have indication that may be more customers thought that’s all being integrated metrology?

How do you look at that?

I'll avoid making statements regarding the specific customers out of confidentiality to them as you can well understand, what I can say is that integrated metrology is being used very, very extensively in both the foundry and memory segments and what has happened in '09 which we're very pleased with is that more applications for integrated metrologies have come online. We believe that that’s going to increase the overall addressable market because simply there are more applications for it.

So actually I think that integrated metrology is going to play a key role both for memory and for foundry. It's already very well positioned there, but with these challenging design rules, we see more of that coming online.

We see in the memory case even though there are only two layers, for instance of copper interconnect, because memory is relatively new to copper, we see a lot of demand for integrated metrology on the memory side and I won't say that in the foundry, we are seeing a combination of both integrated metrology and standalone metrology for copper and that’s something that we are very happy about simply because the way to look at it is that the more critical layers in what you see more significant variability usually elect to go for wafer-by-wafer monitoring which is integrated metrology and the less critical layers will go with standalone for a more sparse sampling regime, which really helps us now with a combined product offering. So my feeling is actually quite good about those two segments of foundry and memory actually becoming bigger for integrated metrology and already being there quite strongly.

My first question is can you give us an idea what the book-to-build was for the fourth quarter?

I will give a general statement, actually we don’t give a specific, but I will say significantly above one.

Okay and then my second question is that in your guidance about net margin, you talked about 10% to 14%. In the fourth quarter, it was 17.5% and you've indicated from here margins would get better in service and that overall expenses will grow less quickly than revenues.

Why should the margin be lower next year than it was in the fourth quarter?

The reason is we're going to increase operating expenses in starting the first quarter of '10 in order to support new product introductions and [differentiations] of the existing product and this increase has in part evidenced on the net profitability. So we do expect to increase the profitability rate looking into 2010, but we do expect it to be between 10% and 14%.

The extent in which you should expect operating expenses to increase starting the first quarter of '10 should be around 10% in the first quarter.

10% operating expense increase versus the fourth quarter?

Yes.

And so therefore should we expect operating expenses to be up 10% for the year? I guess that it'd be above more than that, but overall operating expenses would be up less in 2010 than revenue growth would be, is that correct?

This is Dror [just] Robert to the issue here of operating expenses, one of the things that comes automatically with the significant market share gains that we have seen through the year is the need to deliver more on the roadmap side and technology, and there is clear expectation from us to make several delivery during the year which we fully intend to, and therefore you're going to see a little bit of ratcheting up of R&D expenses within the operating expenses, and that explains the reasoning behind it.

That's true, but I found your prior guidance to be very conservative and if the book to bill was way above one, in the fourth quarter, and you had a full snap back in wages in the fourth quarter, so that would imply that based upon the fact that you normally deliver within three months of an order, that the first quarter revenue could be higher than the fourth, and the service margins are getting better and you'll get some leverage off of the volume. So it just seems to me is that you're being quite conservative here?

I think that the way to look at it is that from our vantage point right now from what we see and forecast for the year, we believe that these numbers are good range to look at.

If you talk a little bit more about your guidance for 2010, your book-to-bill was significantly above one sort of quarter, is it fair to say that your Q1 revenues will be higher than the Q4 revenues?

I am not going to provide specific guidance for the quarter, I will say that unlike previous years then what you see seasonality in the first quarter, the cycle is behaving in a way which is kind of agonistic for the calendar year and therefore we see a good first quarter.

Alright. I guess my question is you seem like you have pretty good visibility for first six months of the year and now there is much visibility for the back half yet based on the mid-point of your guidance is roughly a $15 million quarterly run rate.

Is it fair to say that you feel like the first two quarters will be higher than that with less visibility in the back half of the year which has helped us, help me understand how you arrived at that guidance number 58 to 63?

I want to say is that as I mentioned we see a strong first half which could lead to a level which is possibly more than half of the overall revenues for the year. And as I said it's still too early to access how strong the second half of the year is going be, it could be stronger.

Right. What I am asking is if you could help us understand how did you arrive at that 58 to 63 number?

Well, the way that we arrive at these things and as I mentioned in my prepared comments is by working closely with both our customers and with our business partners to understand what their demands are? What are their fab build out plans?

How much of our equipment they believe they are going to be needing and as much as possible understand from them what their time line is? For the most part right now what manufacturers are trying to do is to pull in as much of their demand because the demand for products on their side is quite significant.

So, basically there is a very [thorough] process which is on going, it continues. Nova is a completely [localite] company in each of the territory that we work in and so our people are actually physically with the customers on a continuous basis.

I myself spend most of my time with that managers understanding and accessing the situation. So this is how we arrive at these kind of guidance numbers and these kind of results, we take the aggregate and we analyze and we also analyze what our market position is.

The other thing and I mentioned this as well in my prepared remarks a lot of work is going to influence our performance as they continue penetration and what is very encouraging is that we see continued night levels of penetration and new evaluations coming on line as well. So this is kind of to give you a feel of how the process takes place.

And were you having any 10% customers in the quarter?

10% customers in the quarter, more than 10% you mean?

Yeah

Yeah absolutely I think that one of the things, understand about our industry is that in any given quarter, any given year you're going to have customers that using our presence more than that level and the reason is because of their spending patterns. For instance to give you a feeling, in 2007 about 70% of our revenues came from two leading memory customers.

So these kind of things happen quite regularly, so you can expect customers…

How much were your 10% customers, how big were they in the quarter?

How big was the 10% customers? Generally, we don’t give this on a quarterly basis but whether annually I can say that in the fourth quarter we had 2 customers which were more than 10% of revenue.

I guess first of all the last question is as it been in 2009 you have one customer that accounts for a part of your business and based on the backlog that you have or the orders that you have received in the fourth quarter as well as so far in this quarter, would it be fair to say that your customer [accounts] ratio were less concentrated at least on the first half (inaudible) on that business?

Yes, what happened really in the industry is that more customers are back to spending. I will say memory is back in a big way and I will also say that several foundries are back to the table as well, so yes that’s a fair assessment.

That is not to say that that particular customer is not continuing to be a very important one. They continue to buy in large quantities, but yes your assessment is correct that there is a larger distribution and a larger variety simply because so many more customers are coming back to the table and ordering too.

On the first quarter in the product side of the revenue, what was the integrated versus (inaudible) mix roughly?

Again, we generally not relating to this percentage on a quarterly basis. On a yearly basis, revenues from standalone accounted for around 40% of product revenues for '09.

And then finally, based on the orders that you have so far in this quarter, can you give us some color in terms of backlog, how much would that be versus your full year guidance any kind of color, on that'll be helpful. Thank you.

Well as I mentioned, we see a strong first half of the year and there is a possibility that the first half will represent may be a little bit more than half of the year, but its still a little bit early to say certainly because the back-end of the year is still not clear enough but quite a healthy backlog that allows us to feel quite strong about the first half I will say.

Hi Gabi, how much do you expect copper metrology to represent in your business in 2010? And second question, the risk subject is just about the revenue growth for the entire year.

The entire industry is drawing 50% and you have short lead times and typically people spend on your kind of products later on in the cycle and your gaining market share, why should we be growing in a significantly faster rate?

First of all, I'd love to say that we should be growing faster. I think that we have put in place the foundations to be able to grow and continue to grow nicely.

I think part of the question relates as I mentioned to the second half of the year and how it's shaping up, so when we look at guidance which is annualized, we have to factor that and to take that into consideration. I will say that for copper, I think that copper is going to represent a large portion of our business.

The nice thing and the fundamental change there is that its both for integrated metrology and for standalone metrology. It's an optical [CD] application and so the content and the solution that we provide both from the hardware and software side is the significant content, hence these kind of systems sell at the higher level of our average selling prices.

So, that’s our feeling about the copper that it's really become pretty much a BKM for a lot of the leading foundries and memory manufacturers to use our solution for copper metrology.

Can you give us an idea of what the lead times are from the time you get an order to the time its delivered I guess what I am driving at is the fourth quarter orders when should we expect the bulk of those to be delivered. Will the bulk of those be delivered in the first quarter?

Well in general the lead times from our product for our product is between 8 to 14 weeks. These are the general lead times for the different products.

Regarding the first quarter, we expect to some lead times to shorten because customers are pooling in orders as much as they can as Gabi explained.

So, that you announced $17.5 million in orders in the fourth quarter. You have made three different announcements that added up to $17.5 million.

I assume that orders were greater than that there were some you only usually announced an order unless its very large or its unusual in terms of the technology or customer, so my question is you had to book over $17.5 million if most of that gets shipped in the first quarter, why would the first quarter revenues not be significantly higher than the fourth quarter?

Well, two things; one, not all of these bookings and backlog will be shift during the first quarter, so some of it is in the second quarter.

Yes, operator. I'd like to thank everyone for participating in today's call and look forward to seeing you on the next quarter conference call.

Thank you very much.