UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2025
Commission File No.: 000-30668
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 First 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: May 8, 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 First Quarter 2025 Financial Results
REHOVOT, Israel -
May 8, 2025 - Nova (Nasdaq: NVMI) today announced financial results for the first quarter, the
three-month period ended March 31, 2025.
First Quarter 2025 Highlights:
| • |
Record Quarterly revenue of $213.4 million, a 10% QoQ increase up 50% YoY.
|
| • |
Record GAAP net income of $64.8 million, or $2.03 per diluted share, exceeding the Company guidance, a 28% increase QoQ, and up 77% YoY.
|
| • |
Record non-GAAP net income of $70.0 million, or $2.18 per diluted share, exceeding the Company guidance, a 12% increase QoQ, and up 56% YoY.
|
| • |
Record sales of dimensional metrology, facilitated by record performance across Integrated, stand-alone, and software metrology solutions.
|
| • |
Strong quarterly performance driven by increasing adoption of Nova’s solutions in Gate-All-Around and Advanced packaging process steps.
|
| • |
The Company completed the acquisition of Sentronics metrology GmbH, a global provider of wafer metrology tools for backend semiconductor fabrication.
|
GAAP Results (K)
|
Q1 2025
|
Q4 2024
|
Q1 2024
|
|
|
Revenues
|
$213,356
|
$194,766
|
$141,798
|
|
Net Income
|
$64,823
|
$50,481
|
$36,860
|
|
Earnings per Diluted Share
|
$2.03
|
$1.58
|
$1.15
|
Non-GAAP Results (K)
|
Q1 2025
|
Q4 2024
|
Q1 2024
|
|
|
Net Income
|
$69,958
|
$62,302
|
$44,612
|
|
Earnings per Diluted Share
|
$2.18
|
$1.94
|
$1.39
|
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 delivered an exceptional quarter, with record revenue and profitability that reflect the strength of our unique
portfolio. Our strong positioning across markets, segments, and diverse customer base were central to this outperformance,” said Gaby Waisman, President and CEO. “AI demand is driving growth in GAA and advanced packaging, aligning perfectly with
Nova’s multiple growth engines and agile business model. We continue to effectively adapt in a challenging macro environment, while continuing to advance our product strategy, innovate, and deliver on our long-term growth objectives.”
2025 Second Quarter Financial Outlook
Management provided an outlook for the second quarter, the period ending June 30, 2025. Based on current estimates,
management expects:
| • |
$210 million to $220 million in revenue
|
| • |
$1.70 to $1.88 in diluted GAAP EPS
|
| • |
$1.96 to $2.14 in diluted non-GAAP EPS
|
2025 First Quarter Results
Total revenues for the first quarter of 2025 were $213.4 million, an increase of 10% compared with the fourth quarter of
2024 and an increase of 50% compared with the first quarter of 2024.
Gross margin in the first quarter of 2025 was 57%, compared with 56% in the fourth quarter of 2024 and 59% in the first
quarter of 2024.
Operating expenses in the first quarter of 2025 were $59.1 million, compared with $54.5 million in the fourth quarter of
2024 and $46.0 million in the first quarter of 2024.
On a GAAP basis, the Company reported net income of $64.8 million, or $2.03 per diluted share, in the first quarter of 2025.
This is compared with net income of $50.5 million, or $1.58 per diluted share, in the fourth quarter of 2024, and $36.9 million, or $1.15 per diluted share, in the first quarter of 2024.
On a non-GAAP basis, the Company reported net income of $70.0 million, or $2.18 per diluted share, in the first quarter of
2025. This is compared with net income of $62.3 million, or $1.94 per diluted share, in the fourth quarter of 2024, and $44.6 million, or $1.39 per diluted share, in the first quarter of 2024.
Conference Call Information
Nova will host a conference call today, May 8, 2025, at 8:30 a.m. Eastern Time, to discuss the Company’s first 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 May 8, 2025, at 11:30 a.m. Eastern Time until May 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: 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
|
||||||||
|
March 31,
|
December 31,
|
|||||||
|
ASSETS
|
2025
|
2024
|
||||||
|
Current assets
|
||||||||
|
Cash and cash equivalents
|
141,055
|
157,779
|
||||||
|
Short-term interest-bearing bank deposits
|
211,709
|
211,877
|
||||||
|
Marketable securities
|
189,085
|
216,910
|
||||||
|
Trade accounts receivable, net
|
126,927
|
139,318
|
||||||
|
Inventories
|
174,831
|
156,599
|
||||||
|
Other current assets
|
32,137
|
19,466
|
||||||
|
Total current assets
|
875,744
|
901,949
|
||||||
|
Non-current assets
|
||||||||
|
Marketable securities
|
260,216
|
225,818
|
||||||
|
Interest-bearing bank deposits and restricted deposits
|
10,096
|
7,847
|
||||||
|
Deferred tax assets
|
32,945
|
31,639
|
||||||
|
Operating lease right-of-use assets
|
50,923
|
51,193
|
||||||
|
Property plant and equipment, net
|
88,922
|
81,746
|
||||||
|
Intangible assets, net
|
48,935
|
31,458
|
||||||
|
Goodwill
|
84,910
|
48,317
|
||||||
|
Other long-term assets
|
11,091
|
10,455
|
||||||
|
Total non-current assets
|
588,038
|
488,473
|
||||||
|
Total assets
|
1,463,782
|
1,390,422
|
||||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
|
Current liabilities
|
||||||||
|
Convertible senior notes, net
|
180,854
|
180,564
|
||||||
|
Trade accounts payable
|
55,192
|
59,578
|
||||||
|
Deferred revenues
|
69,246
|
72,886
|
||||||
|
Operating lease current liabilities
|
7,219
|
7,169
|
||||||
|
Other current liabilities
|
89,270
|
68,033
|
||||||
|
Total current liabilities
|
401,781
|
388,230
|
||||||
|
Non-current liabilities
|
||||||||
|
Operating lease long-term liabilities
|
47,659
|
48,363
|
||||||
|
Long-term deferred tax liability
|
14,017
|
8,495
|
||||||
|
Other long-term liabilities
|
18,205
|
17,539
|
||||||
|
Total non-current liabilities
|
79,881
|
74,397
|
||||||
|
Shareholders' equity
|
982,120
|
927,795
|
||||||
|
Total liabilities and shareholders' equity
|
1,463,782
|
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 March 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Revenues:
|
||||||||
|
Products
|
173,942
|
111,570
|
||||||
|
Services
|
39,414
|
30,228
|
||||||
|
Total revenues
|
213,356
|
141,798
|
||||||
|
Total cost of revenues
|
91,053
|
58,537
|
||||||
|
Gross profit
|
122,303
|
83,261
|
||||||
|
Operating expenses:
|
||||||||
|
Research and development, net
|
33,234
|
24,752
|
||||||
|
Sales and marketing
|
19,788
|
16,493
|
||||||
|
General and administrative
|
6,049
|
4,796
|
||||||
|
Total operating expenses
|
59,071
|
46,041
|
||||||
|
Operating income
|
63,232
|
37,220
|
||||||
|
Financing income, net
|
12,937
|
6,000
|
||||||
|
Income before taxes on income
|
76,169
|
43,220
|
||||||
|
Income tax expenses
|
11,346
|
6,360
|
||||||
|
Net income for the period
|
64,823
|
36,860
|
||||||
|
Earnings per share:
|
||||||||
|
Basic
|
2.22
|
1.27
|
||||||
|
Diluted
|
2.03
|
1.15
|
||||||
|
Shares used in calculation of earnings per share (in thousands):
|
||||||||
|
Basic
|
29,262
|
29,030
|
||||||
|
Diluted
|
32,062
|
32,159
|
||||||
NOVA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands) - (Unaudited)
|
Three months ended March 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net income
|
64,823
|
36,860
|
||||||
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
|
Depreciation of property and equipment
|
3,086
|
2,903
|
||||||
|
Amortization of intangible assets
|
1,816
|
1,468
|
||||||
|
Amortization of premium and accretion of discount on marketable securities, net
|
(1,543
|
)
|
(1,648
|
)
|
||||
|
Amortization of debt issuance costs
|
290
|
322
|
||||||
|
Share-based compensation
|
6,376
|
6,372
|
||||||
|
Net effect of exchange rate fluctuation
|
(3,877
|
)
|
1,257
|
|||||
|
Changes in assets and liabilities:
|
||||||||
|
Trade accounts receivable, net
|
15,475
|
11,402
|
||||||
|
Inventories
|
(9,099
|
)
|
(11,518
|
)
|
||||
|
Other current and long-term assets
|
(13,088
|
)
|
(3,482
|
)
|
||||
|
Deferred tax, net
|
(2,636
|
)
|
(766
|
)
|
||||
|
Operating lease right-of-use assets
|
478
|
1,044
|
||||||
|
Trade accounts payable
|
(43
|
)
|
3,975
|
|||||
|
Deferred revenues
|
(7,439
|
)
|
4,884
|
|||||
|
Operating lease liabilities
|
(862
|
)
|
(1,566
|
)
|
||||
|
Other current and long-term liabilities
|
14,815
|
7,893
|
||||||
|
Accrued severance pay, net
|
(23
|
)
|
38
|
|||||
|
Net cash provided by operating activities
|
68,549
|
59,438
|
||||||
|
Cash flows from investment activities:
|
||||||||
|
Acquisition of subsidiary, net of acquired cash
|
(51,697
|
)
|
-
|
|||||
|
Change in short-term and long-term interest-bearing bank deposits
|
(2,286
|
)
|
(38,259
|
)
|
||||
|
Investment in marketable securities
|
(82,270
|
)
|
(65,155
|
)
|
||||
|
Proceeds from maturity of marketable securities
|
79,068
|
57,249
|
||||||
|
Purchase of property and equipment
|
(8,857
|
)
|
(2,768
|
)
|
||||
|
Net cash used in investing activities
|
(66,042
|
)
|
(48,933
|
)
|
||||
|
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
|
771
|
27
|
||||||
|
Changes in cash and cash equivalents
|
(16,724
|
)
|
10,532
|
|||||
|
Cash and cash equivalents -beginning of period
|
157,779
|
107,574
|
||||||
|
Cash and cash equivalents - end of period
|
141,055
|
118,106
|
||||||
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
|
||||||||||||
|
March 31,
2025 |
December 31,
2024 |
March 31,
2024 |
||||||||||
|
GAAP gross profit
|
122,303
|
109,931
|
83,261
|
|||||||||
|
Stock-based compensation*
|
1,847
|
1,805
|
1,763
|
|||||||||
|
Amortization of acquired intangible assets
|
1,670
|
1,182
|
1,366
|
|||||||||
|
Acquisition related inventory step-up
|
1,348
|
-
|
-
|
|||||||||
|
Non-GAAP gross profit
|
127,168
|
112,918
|
86,390
|
|||||||||
|
GAAP gross margin as a percentage of revenues
|
57
|
%
|
56
|
%
|
59
|
%
|
||||||
|
Non-GAAP gross margin as a percentage of revenues
|
60
|
%
|
58
|
%
|
61
|
%
|
||||||
|
GAAP operating income
|
63,232
|
55,471
|
37,220
|
|||||||||
|
Stock-based compensation*
|
6,376
|
6,349
|
6,372
|
|||||||||
|
Acquisition related inventory step-up
|
1,348
|
-
|
-
|
|||||||||
|
Acquisition related expenses
|
859
|
917
|
-
|
|||||||||
|
Amortization of acquired intangible assets
|
1,816
|
1,267
|
1,468
|
|||||||||
|
Non-GAAP operating income
|
73,631
|
64,004
|
45,060
|
|||||||||
|
GAAP operating margin as a percentage of revenues
|
30
|
%
|
28
|
%
|
26
|
%
|
||||||
|
Non-GAAP operating margin as a percentage of revenues
|
35
|
%
|
33
|
%
|
32
|
%
|
||||||
|
GAAP net income
|
64,823
|
50,481
|
36,860
|
|||||||||
|
Stock-based compensation*
|
6,376
|
6,349
|
6,372
|
|||||||||
|
Acquisition related inventory step-up
|
1,348
|
-
|
-
|
|||||||||
|
Acquisition related expenses
|
859
|
917
|
-
|
|||||||||
|
Amortization of acquired intangible assets
|
1,816
|
1,267
|
1,468
|
|||||||||
|
Amortization of debt issuance costs
|
290
|
310
|
322
|
|||||||||
|
Revaluation of operating lease and intercompany loans
|
(4,796
|
)
|
4,706
|
893
|
||||||||
|
Tax effect of non-GAAP adjustments
|
(758
|
)
|
(1,728
|
)
|
(1,303
|
)
|
||||||
|
Non-GAAP net income
|
69,958
|
62,302
|
44,612
|
|||||||||
|
GAAP basic earnings per share
|
2.22
|
1.72
|
1.27
|
|||||||||
|
Non-GAAP basic earnings per share
|
2.39
|
2.13
|
1.54
|
|||||||||
|
GAAP diluted earnings per share
|
2.03
|
1.58
|
1.15
|
|||||||||
|
Non-GAAP diluted earnings per share
|
2.18
|
1.94
|
1.39
|
|||||||||
|
Shares used for calculation of earnings per share (in thousands):
|
||||||||||||
|
Basic
|
29,262
|
29,304
|
29,030
|
|||||||||
|
Diluted
|
32,062
|
32,062
|
32,159
|
|||||||||
* Stock-based compensation for the three months ended
March 31, 2025 included in - Cost of revenues - 1,847; Research and development, net - 2,728; Sales and marketing - 1,259; General and administrative - 542.
NOVA LTD.
SUPPLEMENTAL INFORMATION - RECONCILIATION OF SECOND QUARTER 2025
GAAP TO NON-GAAP GUIDANCE
SUPPLEMENTAL INFORMATION - RECONCILIATION OF SECOND QUARTER 2025
GAAP TO NON-GAAP GUIDANCE
(U.S. dollars) (Unaudited)
|
Low
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High
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Estimated GAAP net income per diluted share
|
1.70
|
1.88
|
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Estimated non-GAAP items:
|
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Stock-based compensation
|
0.19
|
0.19
|
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Amortization of acquired intangible assets and inventory step-up
|
0.11
|
0.11
|
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Amortization of issuance costs
|
0.01
|
0.01
|
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Tax effect of non-GAAP adjustments
|
(0.05
|
)
|
(0.05
|
)
|
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|
Estimated non-GAAP net income per diluted share
|
1.96
|
2.14
|
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