Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 2024
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 Second Quarter 2024 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 8, 2024

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 - investors@novami.com

Nova website link - https://www.novami.com/

Investor Relations Contact:

Miri Segal MS-IR LLC

Tel: +917-607-8654

E-mail - msegal@ms-ir.com

Nova Reports Record Second Quarter 2024 Financial Results

REHOVOT, Israel - Aug 8, 2024 - Nova (Nasdaq: NVMI) today announced financial results for the second quarter, the three-month period ended June 30, 2024.

Second Quarter 2024 Highlights:

●

Record Quarterly revenue of $156.9 million, a 11% QoQ increase, exceeding the Company guidance and up 28% YoY.

●

GAAP net income of $45.1 million, or $1.41 per diluted share, exceeding the Company guidance, a 23% QoQ increase and up 48% YoY.

●

Non-GAAP net income of $52.0 million, or $1.61 per diluted share, exceeding the Company guidance, a 16% increase QoQ, and up 52% YoY.

●

Record booking for advanced packaging processes and materials metrology solutions.

●

Record revenue from chemical metrology, driven by demand in high-bandwidth-memory and front-end logic processes.

GAAP Results (K)

	Q2 2024	Q1 2024	Q2 2023
Revenues	$156,858	$141,798	$122,702
Net Income	$45,142	$36,860	$29,926
Earnings per Diluted Share	$1.41	$1.15	$0.95

Non-GAAP Results (K)

	Q2 2024	Q1 2024	Q2 2023
Net Income	$51,956	$44,612	$33,814
Earnings per Diluted Share	$1.61	$1.39	$1.06

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 exceptionally strong quarter, exceeding the high end of the guidance, with record results across the board,” said Gaby Waisman, President and CEO. “Our performance was driven by broad demand for our entire portfolio, from a large number of customers and diverse territories. We succeeded in leveraging multiple opportunities created by the increasing demand for Gate-All-Around and advanced packaging solutions and the robust demand for mature nodes. We remain confident in our ability to outperform the market this year.”

2024 Third Quarter Financial Outlook

Management provided an outlook for the third quarter, the period ending September 30, 2024. Based on current estimates, management expects:

●

$168 million to $176 million in revenue

●

$1.39 to $1.52 in diluted GAAP EPS

●

$1.60 to $1.73 in diluted non-GAAP EPS

2024 Second Quarter Results

Total revenues for the second quarter of 2024 were $156.9 million, an increase of 11% compared with the first quarter of 2024 and an increase of 28% compared with the second quarter of 2023.

Gross margin in the second quarter of 2024 was 59%, compared with 59% in the first quarter of 2024 and 57% in the second quarter of 2023.

Operating expenses in the second quarter of 2024 were $46.9 million, compared with $46.0 million in the first quarter of 2024 and $40.9 million in the second quarter of 2023.

On a GAAP basis, the Company reported net income of $45.1 million, or $1.41 per diluted share, in the second quarter of 2024. This is compared with net income of $36.9 million, or $1.15 per diluted share, in the first quarter of 2024, and $29.9 million, or $ 0.95 per diluted share, in the second quarter of 2023.

On a non-GAAP basis, the Company reported net income of $52.0 million, or $1.61 per diluted share, in the second quarter of 2024. This is compared with net income of $44.6 million, or $1.39 per diluted share, in the first quarter of 2024, and $33.8 million, or $1.06 per diluted share, in the second quarter of 2023.

Conference Call Information

Nova will host a conference call today, Aug 08, 2024, at 8:30 a.m. Eastern Time, to discuss the Company’s second 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

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 8, 2024, at 11:30 a.m. Eastern Time until August 15, 2024, 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: 6382602

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, 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
	June 30,		December 31,
ASSETS	2024		2023
Current assets
Cash and cash equivalents		130,353		107,574
Short-term interest-bearing bank deposits		200,384		119,850
Marketable securities		207,101		216,258
Trade accounts receivable, net		93,590		111,256
Inventories		156,658		138,198
Other current assets		14,481		17,084
Total current assets		802,567		710,220
Non-current assets
Marketable securities		213,641		191,351
Interest-bearing bank deposits and restricted deposits		7,585		6,254
Deferred tax assets		25,514		23,583
Operating lease right-of-use assets		39,697		41,856
Property plant and equipment, net		67,058		66,874
Intangible assets, net		35,025		39,184
Goodwill		49,090		50,080
Other long-term assets		6,819		4,405
Total non-current assets		444,429		423,587
Total assets		1,246,996		1,133,807
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Convertible senior notes, net		198,322		197,678
Trade accounts payable		40,997		35,158
Deferred revenues		54,212		41,978
Operating lease current liabilities		6,417		6,703
Other current liabilities		46,420		41,294
Total current liabilities		346,368		322,811
Non-current liabilities
Operating lease long-term liabilities		36,535		39,762
Long-term deferred tax liability		9,752		10,574
Other long-term liabilities		11,730		9,908
Total non-current liabilities		58,017		60,244
Shareholders' equity		842,611		750,752
Total liabilities and shareholders' equity		1,246,996		1,133,807

NOVA LTD.
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,
	2024		2023		2024		2023
Revenues:
Products		124,596		95,627		236,166		200,958
Services		32,262		27,075		62,490		53,937
Total revenues		156,858		122,702		298,656		254,895
Total cost of revenues		64,297		53,044		122,834		107,971
Gross profit		92,561		69,658		175,822		146,924
Operating expenses:
Research and development, net		25,513		22,413		50,265		45,381
Sales and marketing		16,023		12,927		32,516		26,449
General and administrative		5,407		5,602		10,203		10,641
Total operating expenses		46,943		40,942		92,984		82,471
Operating income		45,618		28,716		82,838		64,453
Financing income, net		7,961		5,628		13,961		10,356
Income before taxes on income		53,579		34,344		96,799		74,809
Income tax expenses		8,437		4,418		14,797		10,256
Net income for the period		45,142		29,926		82,002		64,553

Earnings per share:
Basic		1.55		1.04		2.83		2.25
Diluted		1.41		0.95		2.56		2.04

Shares used in calculation of earnings per share (in thousands):
Basic		29,048		28,766		29,018		28,706
Diluted		32,239		31,928		32,221		31,927

NOVA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands) - (Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2024			2023			2024			2023
Cash flows from operating activities:
Net income		45,142			29,926			82,002			64,553
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		2,918			2,476			5,821			4,816
Amortization of intangible assets		1,441			1,475			2,909			2,919
Amortization of premium and accretion of discount on marketable securities, net		(1,777	)		(621	)		(3,425	)		(1,049	)
Amortization of debt discount and issuance costs		322			320			644			636
Share-based compensation		6,294			3,667			12,666			8,061
Net effect of exchange rate fluctuation		678			407			1,935			1,756
Changes in assets and liabilities:
Trade accounts receivable, net		5,602			18,064			17,004			26,681
Inventories		(8,760	)		(14,689	)		(20,278	)		(35,024	)
Other current and long-term assets		2,915			5,513			(567	)		(2,718	)
Deferred tax, net		(1,583	)		(2,406	)		(2,349	)		(4,343	)
Operating lease right-of-use assets		1,101			839			2,145			1,641
Trade accounts payable		1,649			(7,773	)		5,624			(7,273	)
Deferred revenues		7,395			(3,055	)		12,279			(3,368	)
Operating lease liabilities		(1,933	)		(1,617	)		(3,499	)		(3,262	)
Other current and long-term liabilities		(1,038	)		(8,288	)		6,855			(6,618	)
Accrued severance pay, net		(37	)		(71	)		1			(169	)
Net cash provided by operating activities		60,329			24,167			119,767			47,239
Cash flows from investment activities:
Change in short-term and long-term interest-bearing bank deposits		(43,757	)		14,452			(82,016	)		(8,610	)
Investment in marketable securities		(81,393	)		(44,458	)		(146,548	)		(98,140	)
Proceeds from maturity of marketable securities		79,503			42,423			136,752			84,315
Purchase of property and equipment		(2,412	)		(3,274	)		(5,180	)		(6,032	)
Net cash provided by (used in) investing activities		(48,059	)		9,143			(96,992	)		(28,467	)
Cash flows from financing activities:
Purchases of treasury shares		-			-			-			(112	)
Proceeds from exercise of options		-			115			-			115
Net cash provided by financing activities		-			115			-			3
Effect of exchange rate fluctuations on cash and cash equivalents		(23	)		(310	)		4			(1,306	)
Changes in cash and cash equivalents and restricted cash		12,247			33,115			22,779			17,469
Cash and cash equivalents and restricted cash -beginning of period		118,106			96,075			107,574			111,721
Cash and cash equivalents - end of period		130,353			129,190			130,353			129,190

NOVA LTD.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(U.S. dollars in thousands, except percentage and per share data) - (Unaudited)

	Three months ended
	June 30, 2024			March 31, 2024			June 30, 2023
GAAP gross profit		92,561			83,261			69,658
Stock-based compensation*		1,723			1,763			1,071
Amortization of acquired intangible assets		1,356			1,366			1,368
Non-GAAP gross profit		95,640			86,390			72,097
GAAP gross margin as a percentage of revenues		59	%		59	%		57	%
Non-GAAP gross margin as a percentage of revenues		61	%		61	%		59	%

GAAP operating income		45,618			37,220			28,716
Stock-based compensation*		6,294			6,372			3,667
Amortization of acquired intangible assets		1,441			1,468			1,475
Non-GAAP operating income		53,353			45,060			33,858
GAAP operating margin as a percentage of revenues		29	%		26	%		23	%
Non-GAAP operating margin as a percentage of revenues		34	%		32	%		28	%

GAAP net income		45,142			36,860			29,926
Stock-based compensation*		6,294			6,372			3,667
Amortization of acquired intangible assets		1,441			1,468			1,475
Amortization of issuance costs		322			322			320
Revaluation of operating lease and intercompany loans		(69	)		893			(768	)
Tax effect of non-GAAP adjustments		(1,174	)		(1,303	)		(806	)
Non-GAAP net income		51,956			44,612			33,814

GAAP basic earnings per share		1.55			1.27			1.04
Non-GAAP basic earnings per share		1.79			1.54			1.18

GAAP diluted earnings per share		1.41			1.15			0.94
Non-GAAP diluted earnings per share		1.61			1.39			1.06

Shares used for calculation of earnings per share (in thousands):
Basic		29,048			29,030			28,766
Diluted		32,239			32,159			31,928

* Stock-based compensation for the three months ended June 30, 2024 included in – Cost of revenues - 1,723; Research and development, net – 2,849; Sales and marketing – 1,201; General and administrative – 521.

NOVA LTD.
SUPPLEMENTAL INFORMATION - RECONCILIATION OF THIRD QUARTER 2024
GAAP TO NON-GAAP GUIDANCE

(U.S. dollars) (Unaudited)

	Low			High
Estimated GAAP net income per diluted share		1.39			1.52
Estimated non-GAAP items:
Stock-based compensation		0.20			0.20
Amortization of acquired intangible assets		0.04			0.04
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		1.60			1.73