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    SEC Form 6-K filed by Nova Ltd.

    2/13/25 7:30:07 AM ET
    $NVMI
    Electronic Components
    Technology
    Get the next $NVMI alert in real time by email
    6-K 1 zk2532713.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 February 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 Fourth Quarter and Full Year 2024 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: February 13, 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 Fourth Quarter and Full Year 2024 Results

    REHOVOT, Israel - February 13, 2025 - Nova (Nasdaq: NVMI) today announced financial results for the fourth quarter and full year ended December 31, 2024.

    Fourth Quarter 2024 Highlights:

    •
    Record Quarterly revenue of $194.8 million, a 9% QoQ increase, exceeding the Company guidance and up 45% YoY.

    •
    GAAP net income of $50.5 million, or $1.58 per diluted share, up 32% YoY.

    •
    Record non-GAAP net income of $62.3 million, or $1.94 per diluted share, exceeding the Company guidance, and up 43% YoY.

    •
    Record sales of materials metrology, driven by sales of Nova Metrion and Nova Veraflex platforms

    •
    Record sales for dimensional metrology stand-alone solutions, driven by demand for unique capabilities in advanced packaging and GAA manufacturing.

    Full Year 2024 Highlights:

    •
    Record annual revenue of $672.4 million up 30% YoY

    •
    Record GAAP net income of $183.8 million, or $5.75 per diluted share up 34% YoY

    •
    Record Non-GAAP net income of $214.9 million, or $6.69 per diluted share up 38% YoY

    •
    Record sales for advanced packaging processes, more than doubling revenues from the segment

    •
    Record sales of materials metrology, driven by growing adoption of the Company’s solutions across market segments



    GAAP Results (K)
     
    Q4 2024
    Q3 2024
    Q4 2023
    FY 2024
    FY 2023
    Revenues
    $194,766
    $178,974
    $134,219
    $672,396
    $517,922
    Net Income
    $50,481
    $51,279
    $38,068
    $183,762
    $136,310
    Earnings per Diluted Share
    $1.58
    $1.60
    $1.20
    $5.75
    $4.28

    Non-GAAP Results (K)
     
    Q4 2024
    Q3 2024
    Q4 2023
    FY 2024
    FY 2023
    Net Income
    $62,302
    $56,056
    $43,597
    $214,926
    $155,891
    Earnings per Diluted Share
    $1.94
    $1.74
    $1.36
    $6.69
    $4.86
     
    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

    “Nova continues to outperform the market, with quarterly and annual sales records which exceeded the high end of the guidance in both revenue and profitability,” said Gaby Waisman, President and CEO. “As we reflect on the past year, we count multiple achievements across our product lines, including strategic penetrations into leading manufacturers, an evolving position in new segments, and a growing market share. All of these, combined with Nova’s long-term strategy for perpetual growth, set the stage for our continued growth in 2025.”
     
    2025 First Quarter Financial Outlook

    Management provided an outlook for the first quarter, the period ending March 31, 2025. Based on current estimates, management expects:
     

    •
    $205 million to $215 million in revenue
     

    •
    $1.75 to $1.91 in diluted GAAP EPS
     

    •
    $2.00 to $2.16 in diluted non-GAAP EPS
     
    2024 Fourth Quarter Results

    Total revenues for the fourth quarter of 2024 were $194.8 million, an increase of 9% compared with the third quarter of 2024 and an increase of 45% compared with the fourth quarter of 2023.
     
    Gross margin in the fourth quarter of 2024 was 56.4%, compared with 56.6% in the third quarter of 2024 and 55.1% in the fourth quarter of 2023.
     
    Operating expenses in the fourth quarter of 2024 were $54.5 million, compared with $52.1 million in the third quarter of 2024 and $40.4 million in the fourth quarter of 2023.
     
    On a GAAP basis, the Company reported net income of $50.5 million, or $1.58 per diluted share, in the fourth quarter of 2024. This is compared with net income of $51.3 million, or $1.60 per diluted share, in the third quarter of 2024, and $38.1 million, or $1.20 per diluted share, in the fourth quarter of 2023.
     
    On a non-GAAP basis, the Company reported net income of $ 62.3 million, or $1.94 per diluted share, in the fourth quarter of 2024. This is compared with net income of $ 56.1 million, or $1.74 per diluted share, in the third quarter of 2024, and $43.6 million, or $1.36 per diluted share, in the fourth quarter of 2023.
     


    2024 Full Year Results
     
    Total revenues for 2024 were $672.4 million, an increase of 30% compared to total revenues of $517.9 million for 2023.
     
    Gross margin in 2024 was 57.6%, compared with 56.6% in 2023.
     
    Operating expenses in 2024 were $199.5 million, compared with operating expenses of $160.9 million in 2023.
     
    On a GAAP basis, the Company reported net income of $183.7 million, or $5.75 per diluted share, in 2024. This is compared with a net income of $136.3 million, or $4.28 per diluted share, in 2023.
     
    On a non-GAAP basis, the Company reported net income of $214.9 million, or $6.69 per diluted share, in 2024. This is compared with net income of $155.9 million, or $4.86 per diluted share, in 2023.
     
    Conference Call Information

    Nova will host a conference call today, February 13, 2025, at 8:30 a.m. Eastern Time, to discuss the Company’s fourth quarter 2024 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
    3:30 p.m. Israel 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 February 13, 2025, at 11:30 a.m. Eastern Time until August 15, 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: 8533745
    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, 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, 2023, filed with the Securities and Exchange Commission on February 20, 2024. 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
    (U.S. dollars in thousands) - (Unaudited)

       
    As of December 31,
     

     
    2024
       
    2023
     
    ASSETS
               
    Current assets
               
    Cash and cash equivalents
       
    157,779
         
    107,574
     
    Short-term interest-bearing bank deposits
       
    211,877
         
    119,850
     
    Marketable securities
       
    216,910
         
    216,258
     
    Trade accounts receivable, net
       
    139,318
         
    111,256
     
    Inventories
       
    156,599
         
    138,198
     
    Other current assets
       
    19,466
         
    17,084
     
    Total current assets
       
    901,949
         
    710,220
     
    Non-current assets
                   
    Marketable securities
       
    225,818
         
    191,351
     
    Interest-bearing bank deposits and restricted deposits
       
    7,847
         
    6,254
     
    Deferred tax assets
       
    31,639
         
    23,583
     
    Operating lease right-of-use assets
       
    51,193
         
    41,856
     
    Property plant and equipment, net
       
    81,746
         
    66,874
     
    Intangible assets, net
       
    31,458
         
    39,184
     
    Goodwill
       
    48,317
         
    50,080
     
    Other long-term assets
       
    10,455
         
    4,405
     
    Total non-current assets
       
    488,473
         
    423,587
     
    Total assets
       
    1,390,422
         
    1,133,807
     
    LIABILITIES AND SHAREHOLDERS’ EQUITY
                   
    Current liabilities
                   
       Convertible senior notes, net
       
    180,564
         
    197,678
     
    Trade accounts payable
       
    59,578
         
    35,158
     
    Deferred revenues
       
    72,886
         
    41,978
     
    Operating lease current liabilities
       
    7,169
         
    6,703
     
    Other current liabilities
       
    68,033
         
    41,294
     
    Total current liabilities
       
    388,230
         
    322,811
     
    Non-current liabilities
                   
    Operating lease long-term liabilities
       
    48,363
         
    39,762
     
    Long-term deferred tax liability
       
    8,495
         
    10,574
     
    Other long-term liabilities
       
    17,539
         
    9,908
     
    Total non-current liabilities
       
    74,397
         
    60,244
     
    Shareholders' equity
       
    927,795
         
    750,752
     
    Total liabilities and shareholders' equity
       
    1,390,422
         
    1,133,807
     


    NOVA LTD.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
     (U.S. dollars in thousands, except per share data) - (Unaudited)

       
    Three months ended
    December 31,
       
    Year ended
    December 31,
     
       
    2024
       
    2023
       
    2024
       
    2023
     
    Revenues:
                           
    Products
       
    158,546
         
    104,108
         
    538,350
         
    405,037
     
    Services
       
    36,220
         
    30,111
         
    134,046
         
    112,885
     
    Total revenues
       
    194,766
         
    134,219
         
    672,396
         
    517,922
     
    Total cost of revenues
       
    84,835
         
    60,207
         
    285,310
         
    224,745
     
    Gross profit
       
    109,931
         
    74,012
         
    387,086
         
    293,177
     
    Operating expenses:
                                   
    Research and development, net
       
    30,909
         
    21,290
         
    110,257
         
    88,043
     
    Sales and marketing
       
    15,980
         
    13,580
         
    65,090
         
    52,467
     
    General and administrative
       
    7,571
         
    5,480
         
    24,199
         
    20,404
     
    Total operating expenses
       
    54,460
         
    40,350
         
    199,546
         
    160,914
     
    Operating income
       
    55,471
         
    33,662
         
    187,540
         
    132,263
     
    Financing income, net
       
    3,756
         
    7,283
         
    28,747
         
    22,436
     
    Income before taxes on income
       
    59,227
         
    40,945
         
    216,287
         
    154,699
     
    Income tax expenses
       
    8,746
         
    2,877
         
    32,525
         
    18,389
     
    Net income for the period
       
    50,481
         
    38,068
         
    183,762
         
    136,310
     
                                     
    Earnings per share:
                                   
    Basic
       
    1.72
         
    1.31
         
    6.31
         
    4.73
     
    Diluted
       
    1.58
         
    1.20
         
    5.75
         
    4.28
     
                                     
    Shares used in calculation of earnings per share
     (in thousands):
                                   
    Basic
       
    29,304
         
    28,975
         
    29,113
         
    28,828
     
    Diluted
       
    32,062
         
    32,023
         
    32,138
         
    32,089
     
     

    NOVA LTD.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (U.S. dollars in thousands) - (Unaudited)

       
    Three months ended
    December 31,
       
    Year ended
    December 31,
     
       
    2024
       
    2023
       
    2024
       
    2023
     
    Cash flows from operating activities:
                           
    Net income
       
    50,481
         
    38,068
         
    183,762
         
    136,310
     
    Adjustments to reconcile net income to net cash provided by operating activities:
                                   
    Depreciation of property and equipment
       
    3,029
         
    2,756
         
    11,736
         
    10,344
     
    Amortization of intangible assets
       
    1,267
         
    1,461
         
    5,643
         
    5,857
     
    Amortization of premium and accretion of discount on marketable securities, net
       
    (1,820
    )
       
    (1,134
    )
       
    (7,178
    )
       
    (3,001
    )
    Amortization of debt issuance costs
       
    310
         
    324
         
    1,280
         
    1,284
     
    Share-based compensation
       
    6,349
         
    5,654
         
    25,209
         
    18,286
     
    Net effect of exchange rate fluctuation
       
    4,109
         
    (2,591
    )
       
    3,025
         
    1,754
     
    Changes in assets and liabilities:
                                   
    Trade accounts receivable, net
       
    (26,196
    )
       
    (18,606
    )
       
    (29,051
    )
       
    (1,183
    )
    Inventories
       
    876
         
    2,851
         
    (23,897
    )
       
    (26,000
    )
    Other current and long-term assets
       
    (4,097
    )
       
    (361
    )
       
    (9,671
    )
       
    (5,752
    )
    Deferred tax, net
       
    (4,849
    )
       
    (185
    )
       
    (9,722
    )
       
    (6,241
    )
    Operating lease right-of-use assets
       
    559
         
    259
         
    3,668
         
    3,050
     
    Trade accounts payable
       
    6,309
         
    8,917
         
    17,506
         
    (7,807
    )
    Deferred revenues
       
    19,494
         
    (292
    )
       
    34,553
         
    11,391
     
    Operating lease liabilities
       
    97
         
    2,091
         
    (3,938
    )
       
    (3,221
    )
    Other current and long-term liabilities
       
    12,686
         
    (9,671
    )
       
    32,299
         
    (11,352
    )
    Accrued severance pay, net
       
    (82
    )
       
    64
         
    42
         
    (188
    )
    Net cash provided by operating activities
       
    68,522
         
    29,605
         
    235,266
         
    123,531
     
    Cash flows from investment activities:
                                   
    Change in short-term and long-term interest-bearing bank deposits
       
    (4,339
    )
       
    31,367
         
    (93,595
    )
       
    (29,658
    )
    Investment in marketable securities
       
    (60,175
    )
       
    (106,695
    )
       
    (271,987
    )
       
    (273,572
    )
    Proceeds from maturity of marketable securities
       
    57,421
         
    44,443
         
    246,397
         
    195,087
     
    Purchase of property and equipment
       
    (8,121
    )
       
    (7,601
    )
       
    (17,215
    )
       
    (17,188
    )
    Net cash used in investing activities
       
    (15,214
    )
       
    (38,486
    )
       
    (136,400
    )
       
    (125,331
    )
    Cash flows from financing activities:
                                   
    Purchases of treasury shares
       
    (30,000
    )
       
    -
         
    (30,000
    )
       
    (112
    )
    Conversion of convertible senior notes
       
    (18,506
    )
       
    -
         
    (18,506
    )
       
    -
     
    Proceeds from exercise of options
       
    90
         
    -
         
    160
         
    122
     
    Net cash provided by financing activities
       
    (48,416
    )
       
    -
         
    (48,346
    )
       
    10
     
    Effect of exchange rate fluctuations on cash and cash equivalents
       
    (1,076
    )
       
    (25
    )
       
    (315
    )
       
    (2,357
    )
    Changes in cash and cash equivalents and restricted cash
       
    3,816
         
    (8,906
    )
       
    50,205
         
    (4,147
    )
    Cash and cash equivalents and restricted cash -beginning of period
       
    153,963
         
    116,480
         
    107,574
         
    111,721
     
    Cash and cash equivalents - end of period
       
    157,779
         
    107,574
         
    157,779
         
    107,574
     
     

    NOVA LTD.
    RECONCILIATION OF GAAP TO NON-GAAP RESULTS
    (U.S. dollars in thousands, except percentage and per share data) - (Unaudited)

       
    Three months ended
     
       
    December 31,
    2024
       
    September 30,
    2024
       
    December 31,
    2023
     
    GAAP gross profit
       
    109,931
         
    101,333
         
    74,012
     
    Stock-based compensation*
       
    1,805
         
    1,722
         
    1,537
     
    Amortization of acquired intangible assets
       
    1,182
         
    1,380
         
    1,354
     
    Non-GAAP gross profit
       
    112,918
         
    104,435
         
    76,903
     
    GAAP gross margin as a percentage of revenues
       
    56
    %
       
    57
    %
       
    55
    %
    Non-GAAP gross margin as a percentage of revenues
       
    58
    %
       
    58
    %
       
    57
    %
                             
    GAAP operating income
       
    55,471
         
    49,231
         
    33,662
     
    Stock-based compensation*
       
    6,349
         
    6,194
         
    5,654
     
    Acquisition related expenses
       
    917
         
    -
         
    -
     
    Amortization of acquired intangible assets
       
    1,267
         
    1,467
         
    1,461
     
    Non-GAAP operating income
       
    64,004
         
    56,892
         
    40,777
     
    GAAP operating margin as a percentage of revenues
       
    28
    %
       
    28
    %
       
    25
    %
    Non-GAAP operating margin as a percentage of revenues
       
    33
    %
       
    32
    %
       
    30
    %
                             
    GAAP net income
       
    50,481
         
    51,279
         
    38,068
     
    Stock-based compensation*
       
    6,349
         
    6,194
         
    5,654
     
    Acquisition related expenses
       
    917
         
    -
         
    -
     
    Amortization of acquired intangible assets
       
    1,267
         
    1,467
         
    1,461
     
    Amortization of debt issuance costs
       
    310
         
    326
         
    324
     
    Revaluation of operating lease and intercompany loans
       
    4,706
         
    (2,309
    )
       
    (827
    )
    Tax effect of non-GAAP adjustments
       
    (1,728
    )
       
    (901
    )
       
    (1,083
    )
    Non-GAAP net income
       
    62,302
         
    56,056
         
    43,597
     
                             
    GAAP basic earnings per share
       
    1.72
         
    1.76
         
    1.31
     
    Non-GAAP basic earnings per share
       
    2.13
         
    1.93
         
    1.50
     
                             
    GAAP diluted earnings per share
       
    1.58
         
    1.60
         
    1.20
     
    Non-GAAP diluted earnings per share
       
    1.94
         
    1.74
         
    1.36
     
                             
    Shares used for calculation of earnings per share
    (in thousands):
                           
    Basic
       
    29,304
         
    29,099
         
    28,975
     
    Diluted
       
    32,062
         
    32,238
         
    32,023
     

    * Stock-based compensation for the three months ended December 31, 2024 included in - Cost of revenues - 1,805; Research and development, net - 2,747; Sales and marketing - 1,234; General and administrative - 563.


    NOVA LTD.
    RECONCILIATION OF GAAP TO NON-GAAP RESULTS
    (U.S. dollars in thousands, except percentage and per share data) - (Unaudited)

       
    Year ended December 31,
     
       
    2024
       
    2023
     
    GAAP gross profit
       
    387,086
         
    293,177
     
    Stock-based compensation*
       
    7,013
         
    4,946
     
    Acquisition-related inventory step-up
       
    5,284
         
    5,430
     
    Non-GAAP gross profit
       
    399,383
         
    303,553
     
    GAAP gross margin as a percentage of revenues
       
    58
    %
       
    57
    %
    Non-GAAP gross margin as a percentage of revenues
       
    59
    %
       
    59
    %
                     
    GAAP operating income
       
    187,540
         
    132,263
     
    Stock-based compensation*
       
    25,209
         
    18,286
     
    Acquisition related expenses
       
    917
         
    -
     
    Amortization of acquired intangible assets
       
    5,643
         
    5,857
     
    Non-GAAP operating income
       
    219,309
         
    156,406
     
    GAAP operating margin as a percentage of revenues
       
    28
    %
       
    26
    %
    Non-GAAP operating margin as a percentage of revenues
       
    33
    %
       
    30
    %
                     
    GAAP net income
       
    183,762
         
    136,310
     
    Stock-based compensation*
       
    25,209
         
    18,286
     
    Acquisition related expenses
       
    917
         
    -
     
    Amortization of acquired intangible assets
       
    5,643
         
    5,857
     
    Amortization of debt issuance costs
       
    1,280
         
    1,284
     
    Revaluation of operating lease liabilities
       
    3,221
         
    (1,994
    )
    Tax effect of non-GAAP adjustments
       
    (5,106
    )
       
    (3,852
    )
    Non-GAAP net income
       
    214,926
         
    155,891
     
                     
    GAAP basic earnings per share
       
    6.31
         
    4.73
     
    Non-GAAP basic earnings per share
       
    7.38
         
    5.41
     
                     
    GAAP diluted earnings per share
       
    5.75
         
    4.28
     
    Non-GAAP diluted earnings per share
       
    6.69
         
    4.86
     
                     
    Shares used for calculation of earnings per share
    (in thousands):
                   
    Basic
       
    29,113
         
    28,828
     
    Diluted
       
    32,138
         
    32,089
     

    * Stock-based compensation for the year ended December 31, 2024, included in - Cost of revenues – 7,013; Research and development, net – 11,179; Sales and marketing – 4,864; General and administrative - 2,153.


    NOVA LTD.
    SUPPLEMENTAL INFORMATION - RECONCILIATION OF FIRST QUARTER 2025
    GAAP TO NON-GAAP GUIDANCE
    (U.S. dollars) (Unaudited)

       
    Low
       
    High
     
    Estimated GAAP net income per diluted share
       
    1.75
         
    1.91
     
    Estimated non-GAAP items:
                   
    Stock-based compensation
       
    0.19
         
    0.19
     
    Amortization of acquired intangible assets and inventory step-up
       
    0.07
         
    0.07
     
    Acquisition related expenses
       
    0.02
         
    0.02
     
    Amortization of issuance costs
       
    0.01
         
    0.01
     
    Tax effect of non-GAAP adjustments
       
    (0.04
    )
       
    (0.04
    )
    Estimated non-GAAP net income per diluted share
       
    2.00
         
    2.16
     


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