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 August 2025
Commission File No.: 000-30668
NOVA LTD.
(Translation of registrant’s name into English)
5 David Fikes Street, Rehovot, 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 ☐
Attached hereto and incorporated by way of reference herein is a press release issued by the Registrant and entitled: “Nova Reports Record Second Quarter 2025 Financial 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: August 7, 2025
|
|
NOVA LTD.
(Registrant) By: /s/ Guy Kizner ————————————— Guy Kizner
Chief Financial Officer |
Company Contact:
Guy Kizner, Chief Financial Officer
Tel: +972-73-229-5760
E-mail - [email protected]
Nova website link - https://www.novami.com/
Investor Relations Contact:
Miri Segal MS-IR LLC
Tel: +917-607-8654
E-mail - [email protected]
Nova Reports Record Second Quarter 2025 Financial Results
REHOVOT, Israel - Aug 7, 2025 - Nova (Nasdaq: NVMI) today announced financial results for the second quarter,
the three-month period ended June 30, 2025.
Second Quarter 2025 Highlights:
| • |
Record Quarterly revenue of $220 million, a 40% increase YoY.
|
| • |
Record GAAP net income of $68.3 million, or $2.14 per diluted share, exceeding the Company guidance, a 52% increase YoY.
|
| • |
Record non-GAAP net income of $70.4 million, or $2.20 per diluted share, exceeding the Company guidance, a 37% increase YoY.
|
| • |
Record revenue from Foundry/Logic, driven by demand for unique metrology solutions in advanced nodes.
|
| • |
Record revenue from chemical metrology sales, driven by HBM demand and expanding adoption of front-end chemical solutions.
|
GAAP Results (K)
|
Q2 2025
|
Q1 2025
|
Q2 2024
|
|
|
Revenues
|
$219,989
|
$213,356
|
$156,858
|
|
Net Income
|
$68,291
|
$64,823
|
$45,142
|
|
Earnings per Diluted Share
|
$2.14
|
$2.03
|
$1.41
|
Non-GAAP Results (K)
|
Q2 2025
|
Q1 2025
|
Q2 2024
|
|
|
Net Income
|
$70,400
|
$69,958
|
$51,956
|
|
Earnings per Diluted Share
|
$2.20
|
$2.18
|
$1.61
|
A reconciliation between GAAP operating results and non-GAAP operating results is provided following the financial statements
included in this release. See also "Use of Non-GAAP Adjusted Financial Measures" section.
Management Comments
“We are proud to report another quarter of record revenue, with top-line performance landing at the high end of our guidance range and earnings results that meaningfully outpaced our profit outlook,” said Gaby Waisman, President and CEO. “Our most advanced tools have
achieved an impressive client adoption and endorsement, driving regional and diverse product segment penetration. Powered by this positive customer-led momentum and our advanced portfolio aligned with market demand, we expect Nova to outperform WFE in 2025.”
2025 Third Quarter Financial Outlook
Management provided an outlook for the third quarter, the period ending September 30, 2025. Based on current estimates, management expects:
| • |
$215 million to $227 million in revenue
|
| • |
$1.77 to $1.97 in diluted GAAP EPS
|
| • |
$2.02 to $2.22 in diluted non-GAAP EPS
|
2025 Second Quarter Results
Total revenues for the second quarter of 2025 were $220 million, an increase of 3% compared with the first quarter of 2025 and an increase of 40%
compared with the second quarter of 2024.
Gross margin in the second quarter of 2025 was 57.8%, compared with 57.3% in the first quarter of 2025 and 59.0% in the second quarter of 2024.
Operating expenses in the second quarter of 2025 were $61.6 million, compared with $59.1 million in the first quarter of 2025 and $46.9 million in the
second quarter of 2024.
On a GAAP basis, the Company reported net income of $68.3 million, or $2.14 per diluted share, in the second quarter of 2025. This is compared with net
income of $64.8 million, or $2.03 per diluted share, in the first quarter of 2025, and $45.1 million, or $ 1.41 per diluted share, in the second quarter of 2024.
On a non-GAAP basis, the Company reported net income of $70.4 million, or $2.20 per diluted share, in the second quarter of 2025. This is compared with
net income of $70.0 million, or $2.18 per diluted share, in the first quarter of 2025, and $52.0 million, or $1.61 per diluted share, in the second quarter of 2024.
Conference Call Information
Nova will host a conference call today, Aug 7, 2025, at 8:30 a.m. Eastern Time, to discuss the Company’s second quarter 2025 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: 1-833-816-1427
ISRAEL TOLL-FREE Dial-in Number: 1-809-213-284
INTERNATIONAL Dial-in Number: 1-412-317-0519
At:
8:30 a.m. Eastern Time
5:30 a.m. Pacific Time
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 August 7, 2025, at 11:30 a.m. Eastern Time until August 14, 2025, at 11:59 p.m. Eastern Time. To access the replay, please dial one of the following numbers:
Replay Dial-in U.S. TOLL-FREE: 1-877-344-7529
Replay Dial-in INTERNATIONAL: 1-412-317-0088
Replay Pin Number: 1180959
A replay will also be available for 90 days on Nova's website link at https://www.novami.com/investors/events/.
About Nova
Nova is a leading innovator and key provider of material, optical and chemical metrology solutions for advanced process control 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 developing and producing the most advanced semiconductor devices. Nova’s unique capability to deliver innovative 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 worldwide. Additional information may be found on Nova’s website link -
https://www.novami.com/.
Nova is traded on the Nasdaq and TASE, Nasdaq ticker symbol NVMI.
Use of Non-GAAP Adjusted Financial Measures
This press release provides financial measures that exclude amortization of acquired intangible assets, inventory step-up, stock-based compensation
expenses, acquisition related expenses, revaluation of operating lease liabilities and remeasurement of intercompany loans, amortization of 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.
Forward-Looking Statements
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 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 differ materially 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: increased information technology security
threats and sophisticated computer crime; foreign political and economic risks including supply-chain difficulties; regulations that could restrict our operations such as economic sanctions and export restrictions; changes in U.S. trade policies;
indirect effects of the Russia – Ukraine conflict; market instability including inflation and recessionary pressures; risks related to doing business with China; catastrophic events; inability to protect our intellectual property; open source
technology exposure, including risks related to artificial intelligence; failure to compete effectively or to respond to rapid technological changes; consolidation in our industry; difficulty in predicting 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; difficulty in integrating current or future acquisitions; lengthy sales cycle and customer delays in orders; risks related to conditions in Israel, including related to the war against Hamas and other terrorist
organizations; 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, 2024, filed with the Securities and Exchange Commission on February 20, 2025.
These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Ltd. does not assume any obligation to update the forward-looking information contained in
this press release.
(Tables to Follow)
NOVA LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands) - (Unaudited)
|
As of
|
||||||||
|
June 30,
|
December 31,
|
|||||||
|
ASSETS
|
2025
|
2024
|
||||||
|
Current assets
|
||||||||
|
Cash and cash equivalents
|
160,563
|
157,779
|
||||||
|
Short-term interest-bearing bank deposits
|
208,385
|
211,877
|
||||||
|
Marketable securities
|
187,837
|
216,910
|
||||||
|
Trade accounts receivable, net
|
138,407
|
139,318
|
||||||
|
Inventories
|
182,020
|
156,599
|
||||||
|
Other current assets
|
24,145
|
19,466
|
||||||
|
Total current assets
|
901,357
|
901,949
|
||||||
|
Non-current assets
|
||||||||
|
Marketable securities
|
287,525
|
225,818
|
||||||
|
Interest-bearing bank deposits and restricted deposits
|
11,897
|
7,847
|
||||||
|
Deferred tax assets
|
35,357
|
31,639
|
||||||
|
Operating lease right-of-use assets
|
52,440
|
51,193
|
||||||
|
Property plant and equipment, net
|
92,019
|
81,746
|
||||||
|
Intangible assets, net
|
50,411
|
31,458
|
||||||
|
Goodwill
|
90,736
|
48,317
|
||||||
|
Other long-term assets
|
11,884
|
10,455
|
||||||
|
Total non-current assets
|
632,269
|
488,473
|
||||||
|
Total assets
|
1,533,626
|
1,390,422
|
||||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
|
Current liabilities
|
||||||||
|
Convertible senior notes, net
|
149,967
|
180,564
|
||||||
|
Trade accounts payable
|
53,594
|
59,578
|
||||||
|
Deferred revenues
|
64,518
|
72,886
|
||||||
|
Operating lease current liabilities
|
6,972
|
7,169
|
||||||
|
Other current liabilities
|
75,902
|
68,033
|
||||||
|
Total current liabilities
|
350,953
|
388,230
|
||||||
|
Non-current liabilities
|
||||||||
|
Operating lease long-term liabilities
|
52,294
|
48,363
|
||||||
|
Long-term deferred tax liability
|
13,971
|
8,495
|
||||||
|
Other long-term liabilities
|
19,998
|
17,539
|
||||||
|
Total non-current liabilities
|
86,263
|
74,397
|
||||||
|
Shareholders' equity
|
1,096,410
|
927,795
|
||||||
|
Total liabilities and shareholders' equity
|
1,533,626
|
1,390,422
|
||||||
NOVA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands, except per share data) - (Unaudited)
|
Three months ended
June 30,
|
Six months ended
June 30, |
|||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Products
|
177,829
|
124,596
|
351,771
|
236,166
|
||||||||||||
|
Services
|
42,160
|
32,262
|
81,574
|
62,490
|
||||||||||||
|
Total revenues
|
219,989
|
156,858
|
433,345
|
298,656
|
||||||||||||
|
Total cost of revenues
|
92,743
|
64,297
|
183,796
|
122,834
|
||||||||||||
|
Gross profit
|
127,246
|
92,561
|
249,549
|
175,822
|
||||||||||||
|
Operating expenses:
|
||||||||||||||||
|
Research and development, net
|
35,446
|
25,513
|
68,680
|
50,265
|
||||||||||||
|
Sales and marketing
|
19,861
|
16,023
|
39,649
|
32,516
|
||||||||||||
|
General and administrative
|
6,296
|
5,407
|
12,345
|
10,203
|
||||||||||||
|
Total operating expenses
|
61,603
|
46,943
|
120,674
|
92,984
|
||||||||||||
|
Operating income
|
65,643
|
45,618
|
128,875
|
82,838
|
||||||||||||
|
Financing income, net
|
15,177
|
7,961
|
28,114
|
13,961
|
||||||||||||
|
Income before taxes on income
|
80,820
|
53,579
|
156,989
|
96,799
|
||||||||||||
|
Income tax expenses
|
12,529
|
8,437
|
23,875
|
14,797
|
||||||||||||
|
Net income for the period
|
68,291
|
45,142
|
133,114
|
82,002
|
||||||||||||
|
Earnings per share:
|
||||||||||||||||
|
Basic
|
2.32
|
1.55
|
4.54
|
2.83
|
||||||||||||
|
Diluted
|
2.14
|
1.41
|
4.17
|
2.56
|
||||||||||||
|
Shares used in calculation of earnings per share (in thousands):
|
||||||||||||||||
|
Basic
|
29,422
|
29,048
|
29,315
|
29,018
|
||||||||||||
|
Diluted
|
32,053
|
32,239
|
32,030
|
32,221
|
||||||||||||
NOVA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands) - (Unaudited)
|
Three months
ended June 30,
|
Six months
ended June 30, |
|||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||
|
Cash flows from operating activities:
|
||||||||||||||||
|
Net income
|
68,291
|
45,142
|
133,114
|
82,002
|
||||||||||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||||||
|
Depreciation of property and equipment
|
3,242
|
2,918
|
6,328
|
5,821
|
||||||||||||
|
Amortization of intangible assets
|
2,228
|
1,441
|
4,044
|
2,909
|
||||||||||||
|
Amortization of premium and accretion of discount on marketable securities, net
|
(1,345
|
)
|
(1,777
|
)
|
(2,888
|
)
|
(3,425
|
)
|
||||||||
|
Amortization of debt discount and issuance costs
|
278
|
322
|
568
|
644
|
||||||||||||
|
Share-based compensation
|
6,257
|
6,294
|
12,633
|
12,666
|
||||||||||||
|
Net effect of exchange rate fluctuation
|
(11,179
|
)
|
678
|
(15,056
|
)
|
1,935
|
||||||||||
|
Changes in assets and liabilities:
|
||||||||||||||||
|
Trade accounts receivable, net
|
(8,995
|
)
|
5,602
|
6,480
|
17,004
|
|||||||||||
|
Inventories
|
(6,295
|
)
|
(8,760
|
)
|
(15,394
|
)
|
(20,278
|
)
|
||||||||
|
Other current and long-term assets
|
7,158
|
2,915
|
(5,930
|
)
|
(567
|
)
|
||||||||||
|
Deferred tax, net
|
(3,508
|
)
|
(1,583
|
)
|
(6,144
|
)
|
(2,349
|
)
|
||||||||
|
Operating lease right-of-use assets
|
(2,359
|
)
|
1,101
|
(1,881
|
)
|
2,145
|
||||||||||
|
Trade accounts payable
|
(1,674
|
)
|
1,649
|
(1,717
|
)
|
5,624
|
||||||||||
|
Deferred revenues
|
(4,992
|
)
|
7,395
|
(12,431
|
)
|
12,279
|
||||||||||
|
Operating lease liabilities
|
5,230
|
(1,933
|
)
|
4,368
|
(3,499
|
)
|
||||||||||
|
Other current and long-term liabilities
|
(7,054
|
)
|
(1,038
|
)
|
7,761
|
6,855
|
||||||||||
|
Accrued severance pay, net
|
378
|
(37
|
)
|
355
|
1
|
|||||||||||
|
Net cash provided by operating activities
|
45,661
|
60,329
|
114,210
|
119,767
|
||||||||||||
|
Cash flows from investment activities:
|
||||||||||||||||
|
Acquisition of subsidiary, net of acquired cash
|
(4,658
|
)
|
-
|
(56,355
|
)
|
-
|
||||||||||
|
Change in short-term and long-term interest-bearing bank deposits
|
2,157
|
(43,757
|
)
|
(129
|
)
|
(82,016
|
)
|
|||||||||
|
Investment in marketable securities
|
(74,529
|
)
|
(81,393
|
)
|
(156,799
|
)
|
(146,548
|
)
|
||||||||
|
Proceeds from maturity of marketable securities
|
51,092
|
79,503
|
130,160
|
136,752
|
||||||||||||
|
Purchase of property and equipment
|
(2,738
|
)
|
(2,412
|
)
|
(11,595
|
)
|
(5,180
|
)
|
||||||||
|
Net cash used in investing activities
|
(28,676
|
)
|
(48,059
|
)
|
(94,718
|
)
|
(96,992
|
)
|
||||||||
|
Cash flows from financing activities:
|
||||||||||||||||
|
Purchases of treasury shares
|
-
|
-
|
(20,002
|
)
|
-
|
|||||||||||
|
Net cash provided by financing activities
|
-
|
-
|
(20,002
|
)
|
-
|
|||||||||||
|
Effect of exchange rate fluctuations on cash and cash equivalents and restricted cash
|
2,841
|
(23
|
)
|
3,612
|
4
|
|||||||||||
|
Changes in cash and cash equivalents and restricted cash
|
19,826
|
12,247
|
3,102
|
22,779
|
||||||||||||
|
Cash and cash equivalents - beginning of period
|
141,055
|
118,106
|
157,779
|
107,574
|
||||||||||||
|
Cash and cash equivalents and restricted cash - end of period
|
160,881
|
130,353
|
160,881
|
130,353
|
||||||||||||
NOVA LTD.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(U.S. dollars in thousands, except percentage and per share data) - (Unaudited)
|
Three months ended
|
||||||||||||
|
June 30,
2025 |
March 31,
2025 |
June 30,
2024 |
||||||||||
|
GAAP gross profit
|
127,246
|
122,303
|
92,561
|
|||||||||
|
Stock-based compensation*
|
1,769
|
1,847
|
1,723
|
|||||||||
|
Amortization of acquired intangible assets
|
2,039
|
1,670
|
1,356
|
|||||||||
|
Acquisition related inventory step-up
|
910
|
1,348
|
-
|
|||||||||
|
Non-GAAP gross profit
|
131,964
|
127,168
|
95,640
|
|||||||||
|
GAAP gross margin as a percentage of revenues
|
58
|
%
|
57
|
%
|
59
|
%
|
||||||
|
Non-GAAP gross margin as a percentage of revenues
|
60
|
%
|
60
|
%
|
61
|
%
|
||||||
|
GAAP operating income
|
65,643
|
63,232
|
45,618
|
|||||||||
|
Stock-based compensation*
|
6,257
|
6,376
|
6,294
|
|||||||||
|
Acquisition related inventory step-up
|
910
|
1,348
|
-
|
|||||||||
|
Acquisition related expenses
|
-
|
859
|
-
|
|||||||||
|
Amortization of acquired intangible assets
|
2,228
|
1,816
|
1,441
|
|||||||||
|
Non-GAAP operating income
|
75,038
|
73,631
|
53,353
|
|||||||||
|
GAAP operating margin as a percentage of revenues
|
30
|
%
|
30
|
%
|
29
|
%
|
||||||
|
Non-GAAP operating margin as a percentage of revenues
|
34
|
%
|
35
|
%
|
34
|
%
|
||||||
|
GAAP net income
|
68,291
|
64,823
|
45,142
|
|||||||||
|
Stock-based compensation*
|
6,257
|
6,376
|
6,294
|
|||||||||
|
Acquisition related inventory step-up
|
910
|
1,348
|
-
|
|||||||||
|
Acquisition related expenses
|
-
|
859
|
-
|
|||||||||
|
Amortization of acquired intangible assets
|
2,228
|
1,816
|
1,441
|
|||||||||
|
Amortization of debt issuance costs
|
278
|
290
|
322
|
|||||||||
|
Revaluation of operating lease and intercompany loans
|
(6,955
|
)
|
(4,796
|
)
|
(69
|
)
|
||||||
|
Tax effect of non-GAAP adjustments
|
(609
|
)
|
(758
|
)
|
(1,174
|
)
|
||||||
|
Non-GAAP net income
|
70,400
|
69,958
|
51,956
|
|||||||||
|
GAAP basic earnings per share
|
2.32
|
2.22
|
1.55
|
|||||||||
|
Non-GAAP basic earnings per share
|
2.39
|
2.39
|
1.79
|
|||||||||
|
GAAP diluted earnings per share
|
2.14
|
2.03
|
1.41
|
|||||||||
|
Non-GAAP diluted earnings per share
|
2.20
|
2.18
|
1.61
|
|||||||||
|
Shares used for calculation of earnings per share (in thousands):
|
||||||||||||
|
Basic
|
29,422
|
29,262
|
29,048
|
|||||||||
|
Diluted
|
32,053
|
32,062
|
32,239
|
|||||||||
* Stock-based compensation for the three months ended June 30, 2025 included in – Cost of revenues - 1,769; Research and development, net – 2,753; Sales and marketing –
1,209; General and administrative – 526.
NOVA LTD.
SUPPLEMENTAL INFORMATION - RECONCILIATION OF THIRD QUARTER 2025
GAAP TO NON-GAAP GUIDANCE
SUPPLEMENTAL INFORMATION - RECONCILIATION OF THIRD QUARTER 2025
GAAP TO NON-GAAP GUIDANCE
(U.S. dollars) (Unaudited)
|
Low
|
High
|
|||||||
|
Estimated GAAP net income per diluted share
|
1.77
|
1.97
|
||||||
|
Estimated non-GAAP items:
|
||||||||
|
Stock-based compensation
|
0.20
|
0.20
|
||||||
|
Amortization of acquired intangible assets
|
0.09
|
0.09
|
||||||
|
Amortization of issuance costs
|
0.01
|
0.01
|
||||||
|
Tax effect of non-GAAP adjustments
|
(0.05
|
)
|
(0.05
|
)
|
||||
|
Estimated non-GAAP net income per diluted share
|
2.02
|
2.22
|
||||||