Press Releases & Announcements

Rehovot, Israel, October 10, 2023 – Nova (Nasdaq: NVMI), a leading innovator and a key provider of metrology solutions for advanced process control used in semiconductor manufacturing, today announced that it expects to release its financial results for the third quarter of 2023 before the Nasdaq market opens on Thursday, November 9.

Q3 2023 Conference Call Details:

Gaby Waisman, President and Chief Executive Officer, and Dror David, Chief Financial Officer, will host a conference call to review the Company’s third quarter 2023 financial results on November 9, 2023 at 8:30 a.m. Eastern Time. To attend the conference call, please dial one of the following numbers at least 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: 1-833-816-1427

ISRAEL TOLL-FREE: 1-80-9213284

INTERNATIONAL: 1-412-317-0519
WEBCAST LINK: https://viavid.webcasts.com/starthere.jsp?ei=1637506&tp_key=87873d02b0

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 available via a live webcast from a link on Nova’s Investor Relations website. A replay of the conference call will be available from November 9, 2023 to November 16, 2023. To access the replay, please dial one of the following numbers:

Replay TOLL-FREE: 1-844-512-2921
Replay TOLL/INTERNATIONAL: 1-412-317-6671
Replay Pin Number: 10183091

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.

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 such as the outbreak of COVID-19; inability to protect our intellectual property; open source technology exposure; 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; political, economic and military instability in Israel including related to the potential changes to the judicial system; 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, 2022, filed with the Securities and Exchange Commission on February 28, 2023. 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.

Rehovot, Israel, August 14, 2023 - Nova (Nasdaq: NVMI), a leading innovator and a key provider of metrology solutions for advanced process control used in semiconductor manufacturing, today announced that senior management will participate in the following investor conferences in August and September:

Needham 4^th Annual Virtual Semiconductor and SemiCap 1x1 Conference

Format: Virtual one-on-one meetings

When: Wednesday, August 23

Attendee: Gaby Waisman, President and Chief Executive Officer

Jefferies Semiconductor, IT Hardware & Communications Technology Summit

Format: In-person one-on-one meetings

When: Wednesday, August 30

Attendee: Dror David, Chief Financial Officer

Location: Chicago, IL

Citi 2023 Global Technology Conference

Format: In-person fireside chat and one-on-one meetings

When: Wednesday, September 6 (fireside chat 3:15 pm)

Attendees: Gaby Waisman, President and Chief Executive Officer and Dror David, Chief Financial Officer

Location: New York, NY

Evercore 2023 Semiconductor & Semiconductor Equipment Conference

Format: In-person one-on-one meetings

When: Thursday, September 7

Attendees: Gaby Waisman, President and Chief Executive Officer and Dror David, Chief Financial Officer

Location: New York, NY

Jefferies Israel Tech Trek

Format: In-person one-on-one meetings

When: Wednesday, September 13

Attendees: Gaby Waisman, President and Chief Executive Officer and Dror David, Chief Financial Officer

Location: Tel Aviv, Israel

Management will be available for one-on-one meetings during these conferences. To schedule a meeting, contact your bank representative.

A live webcast of the Citi Conference fireside chat will be available from Nova’s investor relations page link https://www.novami.com/investors/lobby/.

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 can be found at Nova’s website link – https://www.novami.com/.

Forward looking statement:

REHOVOT, Israel, Aug. 3, 2023 /PRNewswire/ -- Nova (NASDAQ: NVMI) today announced financial results for the second quarter, the three-month period ended June 30, 2023.

Second Quarter 2023 Highlights:

Quarterly revenue of $122.7 million, above the midpoint of guidance range of $117 to $125 million and down 13% year over year.
GAAP net income of $29.9 million, or $0.94 per diluted share, higher than the company guidance of $0.75 to $0.89 and down 14% year over year on a per-share basis.
Non-GAAP net income of $33.8 million, or $1.06 per diluted share, reaching the top of the company's guidance range of $0.92 to $1.06 and down 15% year over year on a per-share basis.
Continued adoption of advanced dimensional and materials product portfolio, including the Elipson and multiple procurements of Nova's newest Veraflex model by a leading Memory customer.
Heightened interest in Nova's unique technology offerings, including advanced packaging solutions, manifested by multiple evaluation processes at leading customers.

GAAP Results (K)
	Q2 2023	Q1 2023	Q2 2022
Revenues	$122,702	$132,193	$141,628
Net Income	$29,926	$34,627	$34,878
Earnings per Diluted Share	$0.94	$1.09	$1.09
Non-GAAP Results (K)
	Q2 2023	Q1 2023	Q2 2022
Net Income	$33,814	$39,075	$39,546
Earnings per Diluted Share	$1.06	$1.23	$1.24
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's results for the quarter met our expectations, highlighting the resilience of our portfolio, our wide exposure to new advanced applications, a well-maintained operational model, an effective combination of customers' focus and our roadmap of continuous investment in every division," said Gaby Waisman, President and CEO. "The value of our broad Materials and Dimensional portfolio propels increased traction with several notable achievements this quarter, including new penetrations and additional orders following successful evaluations of our new portfolio products. These opportunities will allow us to broaden our position and capitalize on larger opportunities once the industry fully recovers."

2023 Third Quarter Financial Outlook

Management provided an outlook for the third quarter, the period ending September 30, 2023. Based on current estimates, management expects:

$119 million to $126 million in revenue
$0.83 to $0.94 in diluted GAAP EPS
$1.02 to $1.13 in diluted non-GAAP EPS

2023 Second Quarter Results

Total revenues for the second quarter of 2023 were $122.7 million, a decrease of 7% compared with the first quarter of 2023 and a decrease of 13% compared with the second quarter of 2022.

Gross margin in the second quarter of 2023 was 57%, compared with 58% in the first quarter of 2023 and 56% in the second quarter of 2022.

Operating expenses in the second quarter of 2023 were $40.9 million, compared with $41.5 million in the first quarter of 2023 and $42.1 million in the second quarter of 2022.

On a GAAP basis, the Company reported net income of $29.9 million, or $0.94 per diluted share, in the second quarter of 2023. This is compared with net income of $34.6 million, or $1.09 per diluted share, in the first quarter of 2023, and net income of $34.9 million, or $1.09 per diluted share, in the second quarter of 2022.

On a non-GAAP basis, the Company reported net income of $33.8 million, or $1.06 per diluted share, in the second quarter of 2023. This is compared with net income of $39.1 million, or $1.23 per diluted share, in the first quarter of 2023, and net income of $39.5 million, or $1.24 per diluted share, in the second quarter of 2022.

Conference Call Information

Nova will host a conference call today, August 03, 2023, at 8:30 a.m. Eastern Time, to discuss the Company's second quarter 2023 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: 1-877-300-8521
ISRAEL TOLL-FREE Dial-in Number: 1809-213-284
INTERNATIONAL Dial-in Number: 1-412-317-6026

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 August 3, 2023, at 11:30 a.m. Eastern Time until August 10, 2023, 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: 1-844-512-2921
Replay Dial-in INTERNATIONAL : 1-412-317-6671
Replay Pin Number: 10180161

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 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, acquisition-related expenses, inventory step-up and contingent consideration revaluation, stock-based compensation expenses, revaluation of operating lease liabilities, amortization of debt discount and 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: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in U.S. trade policies; inability to protect our intellectual property; open source technology exposure; failure to compete effectively or to respond to rapid technological change; 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; political, economic, and military instability in Israel; 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, 2022, filed with the Securities and Exchange Commission on February 28, 2023. 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	2023	2022
Current assets
Cash and cash equivalents	129,190	111,121
Short-term interest-bearing bank deposits	99,036	95,305
Marketable securities	188,163	167,073
Trade accounts receivable, net	82,904	109,320
Inventories	149,001	116,600
Other current assets	16,220	13,527
Total current assets	664,514	612,946
Non-current assets
Marketable securities	148,379	153,462
Interest-bearing bank deposits and restricted cash	5,971	2,083
Deferred tax assets	23,756	20,097
Operating lease right-of-use assets	43,134	44,885
Property plant and equipment, net	60,471	55,886
Intangible assets, net	41,434	43,586
Goodwill	49,539	49,009
Other long-term assets	1,906	2,151
Total non-current assets	374,590	371,159
Total assets	1,039,104	984,105
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Convertible senior notes, net	197,030	-
Trade accounts payable	35,951	42,732
Deferred revenues	27,181	30,543
Operating lease current liabilities	5,728	5,968
Other current liabilities	47,323	54,825
Total current liabilities	313,213	134,068
Non-current liabilities
Convertible senior notes, net	-	196,394
Operating lease long-term liabilities	40,564	43,697
Long-term deferred tax liability	11,675	12,190
Other long-term liabilities	11,324	10,793
Total non-current liabilities	63,563	263,074
Shareholders' equity	662,328	586,963
Total liabilities and shareholders' equity	1,039,104	984,105

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,
	2023	2022	2023	2022
Revenues:
Products	95,627	114,120	200,958	224,032
Services	27,075	27,508	53,937	51,553
Total revenues	122,702	141,628	254,895	275,585
Total cost of revenues	53,044	62,595	107,971	121,877
Gross profit	69,658	79,033	146,924	153,708
Operating expenses:
Research and development, net	22,413	22,115	45,381	41,244
Sales and marketing	12,927	12,500	26,449	24,884
General and administrative	5,602	7,455	10,641	13,511
Total operating expenses	40,942	42,070	82,471	79,639
Operating income	28,716	36,963	64,453	74,069
Financing income, net	5,628	3,568	10,356	4,786
Income before taxes on income	34,344	40,531	74,809	78,855
Income tax expenses	4,418	5,653	10,256	9,815
Net income for the period	29,926	34,878	64,553	69,040

Earnings per share:
Basic	1.04	1.22	2.25	2.41
Diluted	0.94	1.09	2.02	2.16

Shares used in calculation of earnings per share (in thousands):
Basic	28,766	28,688	28,706	28,662
Diluted	31,928	31,902	31,927	31,963

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

	Three months ended June 30,		Six months ended June 30,
	2023	2022	2023	2022
Cash flows from operating activities:
Net income	29,926	34,878	64,553	69,040
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment	2,476	2,001	4,816	4,036
Amortization of intangible assets	1,475	1,513	2,919	3,126
Amortization of premium and accretion of discount on marketable securities, net	(621)	715	(1,049)	1,544
Amortization of debt discount and issuance costs	320	318	636	638
Share-based compensation	3,667	4,072	8,061	7,932
Net effect of exchange rate fluctuation	407	2,178	1,756	2,971
Changes in assets and liabilities:
Trade accounts receivable, net	18,064	(17,264)	26,681	(16,794)
Inventories	(14,689)	(5,637)	(35,024)	(12,535)
Other current and long-term assets	5,513	7,925	(2,718)	(8,071)
Deferred tax assets, net	(2,406)	(2,331)	(4,343)	(4,940)
Operating lease right-of-use assets	839	1,123	1,641	2,035
Trade accounts payable	(7,773)	881	(7,273)	(1,060)
Deferred revenues	(3,055)	5,266	(3,368)	4,522
Operating lease liabilities	(1,617)	(4,332)	(3,262)	(5,138)
Other current and long-term liabilities	(8,288)	(6,234)	(6,618)	(9,385)
Accrued severance pay, net	(71)	10	(169)	71
Net cash provided by operating activities	24,167	25,082	47,239	37,992
Cash flows from investment activities:
Acquisition of subsidiary, net of acquired cash	-	-	-	(78,469)
Change in short-term and long-term interest-bearing bank deposits	14,452	66,872	(8,610)	116,504
Investment in marketable securities	(44,458)	(34,691)	(98,140)	(51,527)
Proceeds from maturity of marketable securities	42,423	18,428	84,315	34,198
Purchase of property and equipment	(3,274)	(4,239)	(6,032)	(7,957)
Net cash provided by (used in) investing activities	9,143	46,370	(28,467)	12,749
Cash flows from financing activities:
Purchases of treasury shares	-	(4,270)	(112)	(4,270)
Proceeds from exercise of options	115	82	115	82
Net cash provided by (used in) financing activities	115	(4,188)	3	(4,188)
Effect of exchange rate fluctuations on cash and cash equivalents	(310)	(2,160)	(1,306)	(2,954)
Changes in cash and cash equivalents and restricted cash	33,115	65,104	17,469	43,599
Cash and cash equivalents and restricted cash -beginning of period	96,075	105,193	111,721	126,698
Cash and cash equivalents - end of period	129,190	170,297	129,190	170,297

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, 2023	March 31, 2023	June 30, 2022
GAAP gross profit	69,658	77,266	79,033
Stock-based compensation*	1,071	1,165	1,021
Amortization of acquired intangible assets	1,368	1,338	1,355
Acquisition related inventory step-up	-	-	366
Non-GAAP gross profit	72,097	79,769	81,775
GAAP gross margin as a percentage of revenues	57 %	58 %	56 %
Non-GAAP gross margin as a percentage of revenues	59 %	60 %	58 %

GAAP operating income	28,716	35,737	36,963
Stock-based compensation*	3,667	4,394	4,072
Acquisition-related inventory step-up	-	-	366
Acquisition-related expenses and contingent consideration revaluation	-	-	2,392
Amortization of acquired intangible assets	1,475	1,444	1,513
Non-GAAP operating income	33,858	41,575	45,306
GAAP operating margin as a percentage of revenues	23 %	27 %	26 %
Non-GAAP operating margin as a percentage of revenues	28 %	31 %	32 %

GAAP net income	29,926	34,627	34,878
Stock-based compensation*	3,667	4,394	4,072
Acquisition-related inventory step-up	-	-	366
Acquisition-related expenses and contingent consideration revaluation	-	-	2,392
Amortization of acquired intangible assets	1,475	1,444	1,513
Amortization of debt discount and issuance costs	320	316	318
Revaluation of operating lease liabilities	(768)	(822)	(3,350)
Tax effect of non-GAAP adjustments	(806)	(884)	(643)
Non-GAAP net income	33,814	39,075	39,546

GAAP basic earnings per share	1.04	1.21	1.22
Non-GAAP basic earnings per share	1.18	1.36	1.38

GAAP diluted earnings per share	0.94	1.09	1.09
Non-GAAP diluted earnings per share	1.06	1.23	1.24

Shares used for calculation of earnings per share (in thousands):
Basic	28,766	28,678	28,688
Diluted	31,928	31,824	31,902

* Stock-based compensation for the three months ended June 30, 2023, included in – Cost of revenues - 1,071; Research and development, net – 1,403; Sales and marketing – 688; General and administrative – 505.

NOVA LTD. SUPPLEMENTAL INFORMATION - RECONCILIATION OF SECOND QUARTER 2023 GAAP TO NON-GAAP GUIDANCE (U.S. dollars) (Unaudited)
	Low	High
Estimated GAAP net income per diluted share	0.83	0.94
Estimated non-GAAP items:
Stock-based compensation	0.18	0.18
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	1.02	1.13

Company Contact:

Dror David, 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]

Logo - https://mma.prnewswire.com/media/1446151/Nova_Logo.jpg [mma.prnewswire.com]

Rehovot, Israel, May 24, 2023 – Nova (Nasdaq: NVMI), a leading innovator and a key provider of metrology solutions for advanced process control used in semiconductor manufacturing, today announced that Gaby Waisman, President and Chief Executive Officer and Dror David, Chief Financial Officer, will participate in the following investor conferences in June and in Semicon West in July:

Stifel Cross Sector Insight Conference

Format: In-person one-on-one meetings

When: Tuesday, June 6

Location: InterContinental Hotel, Boston

Bank of America 2023 Global Technology Conference

Format: In-person fireside chat and one-on-one meetings

When: Meetings will be held on Wednesday, June 7, and the fireside chat, moderated by Vivek Aya, Managing Director, is scheduled for Thursday, June 8 at 8:40 a.m. PT

Location: The Westin St. Francis Hotel, Union Square, San Francisco

Semicon West Investor Meetings

Format: In-person one-on-one meetings

When: July 11-12

Location: Hotel Zelos, San Francisco

Management will be available for one-on-one meetings during these conferences. To schedule a meeting, contact your Stifel or Bank of America representative.

A live webcast of the Bank of America fireside chat will be available from Nova’s investor relations page link – https://www.novami.com/investors/lobby/.

To schedule meetings at Semicon West, please contact Miri Segal at E-mail: [email protected].

About Nova:

Forward looking statement:

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 such as the outbreak of COVID-19; inability to protect our intellectual property; open source technology exposure; 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; political, economic and military instability in Israel including related to the potential changes to the judicial system; 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, 2022, filed with the Securities and Exchange Commission on February 28, 2023. 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.

REHOVOT, Israel, May 11, 2023 /PRNewswire/ — Nova (Nasdaq: NVMI) today announced financial results for the first quarter ended March 31, 2023.

First Quarter 2023 Highlights:

Quarterly revenue of $132.2 million, down 1% year over year
GAAP net income of $34.6 million, or $1.09 per diluted share, up 2% year over year on a per-share basis, exceeding management guidance of $0.77 to $0.98
Non-GAAP net income of $39.1 million, or $1.23 per diluted share, down 5% year over year on a per-share basis, exceeding management guidance of $0.93 to $1.14
Significant improvement in blended gross margin, driven by record software revenues and a favorable product mix
Record bookings for materials metrology, including VeraFlex, Metrion, and Elipson platforms

GAAP Results (K)

	Q1 2023	Q4 2022	Q1 2022
Revenues	$132,193	$151,238	$133,957
Net Income	$34,627	$36,098	$34,162
Earnings per Diluted Share	$1.09	$1.14	$1.07

Non-GAAP Results (K)

	Q1 2023	Q4 2022	Q1 2022
Net Income	$39,075	$40,778	$41,487
Earnings per Diluted Share	$1.23	$1.28	$1.30

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’s performance in the first quarter displays resilience amidst a challenging industry environment. Our excellent profitability attests to the exceptional value our portfolio offers to customers and to the agility of our operational model,” said Gaby Waisman, President and CEO. “We’re encouraged by the record bookings for our materials metrology solutions and believe our positioning in this strategic domain is a growth engine for years to come. As our industry charts a path forward, navigating a host of global volatile conditions, we at Nova remain focused on our strategic plans and infrastructure investments that will enable our long-term growth.”

2023 Second Quarter Financial Outlook

Management provided an outlook for the second quarter, the period ending June 30, 2023. Based on current estimates, management expects:

$117 million to $125 million in revenue
$0.75 to $0.89 in diluted GAAP EPS
$0.92 to $1.06 in diluted non-GAAP EPS

2023 First Quarter Results

Total revenues for the first quarter of 2023 were $132.2 million, a decrease of 13% compared with the fourth quarter of 2022 and a decrease of 1% compared with the first quarter of 2022.

Gross margin in the first quarter of 2023 was 58%, compared with 55% in the fourth quarter of 2022 and 56% in the first quarter of 2022.

Operating expenses in the first quarter of 2023 were $41.5 million, compared with $45.5 million in the fourth quarter of 2022 and $37.6 million in the first quarter of 2022.

On a GAAP basis, the Company reported net income of $34.6 million, or $1.09 per diluted share, in the first quarter of 2023. This is compared with net income of $36.1 million, or $1.14 per diluted share, in the fourth quarter of 2022, and net income of $34.2 million, or $1.07 per diluted share, in the first quarter of 2022.

On a non-GAAP basis, the Company reported net income of $39.1 million, or $1.23 per diluted share, in the first quarter of 2023. This is compared with net income of $40.8 million, or $1.28 per diluted share, in the fourth quarter of 2022, and net income of $41.5 million, or $1.30 per diluted share, in the first quarter of 2022.

Conference Call Information

Nova will host a conference call today, May 11, 2023, at 8:30 a.m. Eastern Time, to discuss the 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: 1-844-826-3035
ISRAEL TOLL-FREE Dial-in Number: 1-80-921-3284
INTERNATIONAL Dial-in Number: 1-412-317-5195

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 May 11, 2023, at 11:30 a.m. Eastern Time until May 18, 2023, at 11:59 p.m. Eastern Time. To access the replay, please dial one of the following numbers:

Replay Dial-in TOLL-FREE: 1-844-512-2921
Replay Dial-in TOLL/INTERNATIONAL: 1-412-317-6671
Replay Pin Number: 10177465

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, acquisition-related expenses, inventory step-up and contingent consideration revaluation, stock-based compensation expenses, revaluation of operating lease liabilities, amortization of debt discount and 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 such as the outbreak of COVID-19; inability to protect our intellectual property; open source technology exposure; 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; political, economic and military instability in Israel including related to the potential changes to the judicial system; 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, 2022, filed with the Securities and Exchange Commission on February 28, 2023. 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.

NOVA LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands) – (Unaudited)

	As of
	March 31,	December 31,
ASSETS	2023	2022
Current assets
Cash and cash equivalents	96,075	111,121
Short-term interest-bearing bank deposits	113,562	95,305
Marketable securities	179,761	167,073
Trade accounts receivable, net	100,985	109,320
Inventories	137,096	116,600
Other current assets	21,639	13,527
Total current assets	649,118	612,946
Non-current assets
Marketable securities	154,825	153,462
Interest-bearing bank deposits and restricted cash	5,998	2,083
Deferred tax assets	21,656	20,097
Operating lease right-of-use assets	43,968	44,885
Property plant and equipment, net	56,821	55,886
Intangible assets, net	42,969	43,586
Goodwill	49,585	49,009
Other long-term assets	1,997	2,151
Total non-current assets	377,819	371,159
Total assets	1,026,937	984,105
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade accounts payable	43,092	42,732
Deferred revenues	30,238	30,543
Operating lease current liabilities	5,974	5,968
Other current liabilities	56,426	54,825
Total current liabilities	135,730	134,068
Non-current liabilities
Convertible senior notes, net	196,710	196,394
Operating lease long-term liabilities	41,932	43,697
Long-term deferred tax liability	12,065	12,190
Other long-term liabilities	11,206	10,793
Total non-current liabilities	261,913	263,074
Shareholders’ equity	629,294	586,963
Total liabilities and shareholders’ equity	1,026,937	984,105

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

	Three months ended March 31,
	2023	2022
Revenues:
Products	105,331	109,912
Services	26,862	24,045
Total revenues	132,193	133,957
Total cost of revenues	54,927	59,282
Gross profit	77,266	74,675
Operating expenses:
Research and development, net	22,968	19,129
Sales and marketing	13,522	12,384
General and administrative	5,039	6,056
Total operating expenses	41,529	37,569
Operating income	35,737	37,106
Financing income, net	4,728	1,218
Income before taxes on income	40,465	38,324
Income tax expenses	5,838	4,162
Net income for the period	34,627	34,162

Earnings per share:
Basic	1.21	1.20
Diluted	1.09	1.07

Shares used in calculation of earnings per share (in thousands):
Basic	28,678	28,579
Diluted	31,824	31,968

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

	Three months ended March 31,
	2023	2022
Cash flows from operating activities:
Net income	34,627	34,162
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment	2,340	2,035
Amortization of intangible assets	1,444	1,613
Amortization of premium and accretion of discount on marketable securities, net	(428)	829
Amortization of debt discount and issuance costs	316	320
Share-based compensation	4,394	3,860
Net effect of exchange rate fluctuation	1,349	793
Changes in assets and liabilities:
Trade accounts receivables, net	8,617	470
Inventories	(20,335)	(6,898)
Other current and long-term assets	(8,231)	(15,996)
Deferred tax assets, net	(1,937)	(2,609)
Operating lease right-of-use assets	802	912
Trade accounts payables	500	(1,941)
Deferred revenues	(313)	(744)
Operating lease liabilities	(1,645)	(806)
Other current and long-term liabilities	1,670	(3,151)
Accrued severance pay, net	(98)	61
Net cash provided by operating activities	23,072	12,910
Cash flows from investment activities:
Acquisition of subsidiary, net of acquired cash	–	(78,469)
Change in short-term and long-term interest-bearing bank deposits	(23,062)	49,632
Investment in marketable securities	(53,682)	(16,836)
Proceeds from maturity of marketable securities	41,892	15,770
Purchase of property and equipment	(2,758)	(3,718)
Net cash used in investing activities	(37,610)	(33,621)
Cash flows from financing activities:
Purchases of treasury shares	(112)	–
Net cash used in financing activities	(112)	–
Effect of exchange rate fluctuations on cash and cash equivalents	(996)	(794)
Changes in cash and cash equivalents and restricted cash	(15,646)	(21,505)
Cash and cash equivalents and restricted cash – beginning of period	111,721	126,698
Cash and cash equivalents – end of period	96,075	105,193

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

	Three months ended
	March 31, 2023	December 31, 2022	March 31, 2022
GAAP gross profit	77,266	82,421	74,675
Stock-based compensation*	1,165	1,148	883
Amortization of acquired intangible assets	1,338	1,307	1,475
Acquisition related inventory step-up	–	–	2,606
Non-GAAP gross profit	79,769	84,876	79,639
GAAP gross margin as a percentage of revenues	58 %	54 %	56 %
Non-GAAP gross margin as a percentage of revenues	60 %	56 %	59 %

GAAP operating income	35,737	36,924	37,106
Stock-based compensation*	4,394	4,381	3,860
Acquisition-related inventory step-up	–	–	2,606
Acquisition-related expenses and contingent consideration revaluation	–	(752)	1,355
Amortization of acquired intangible assets	1,444	1,463	1,613
Non-GAAP operating income	41,575	42,016	46,540
GAAP operating margin as a percentage of revenues	27 %	24 %	28 %
Non-GAAP operating margin as a percentage of revenues	31 %	28 %	35 %

GAAP net income	34,627	36,098	34,162
Stock-based compensation*	4,394	4,381	3,860
Acquisition-related inventory step-up	–	–	2,606
Acquisition-related expenses and contingent consideration revaluation	–	(752)	1,355
Amortization of acquired intangible assets	1,444	1,463	1,613
Amortization of debt discount and issuance costs	316	322	320
Revaluation of operating lease liabilities	(822)	294	(546)
Tax effect of non-GAAP adjustments	(884)	(1,028)	(1,883)
Non-GAAP net income	39,075	40,778	41,487

GAAP basic earnings per share	1.21	1.26	1.20
Non-GAAP basic earnings per share	1.36	1.42	1.45

GAAP diluted earnings per share	1.09	1.14	1.07
Non-GAAP diluted earnings per share	1.23	1.28	1.30

Shares used for calculation of earnings per share (in thousands):
Basic	28,678	28,731	28,579
Diluted	31,824	31,737	31,968

* Stock-based compensation for the three months ended, March 31, 2023 included in – Cost of revenues – 1,165; Research and development, net – 1,784; Sales and marketing – 847; General and administrative – 598.

NOVA LTD.
SUPPLEMENTAL INFORMATION – RECONCILIATION OF SECOND QUARTER 2023
GAAP TO NON-GAAP GUIDANCE
(Unaudited)

	Low	High
Estimated GAAP net income per diluted share	0.75	0.89
Estimated non-GAAP items:
Stock-based compensation	0.15	0.15
Amortization of acquired intangible assets	0.04	0.04
Amortization of issuance costs	0.01	0.01
Tax effect of non-GAAP adjustments	(0.03)	(0.03)
Estimated non-GAAP net income per diluted share	0.92	1.06

Company Contact:

Dror David, 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]

Logo – https://mma.prnewswire.com/media/1446151/Nova_Logo.jpg [mma.prnewswire.com]

Rehovot, Israel, May 10, 2021 – Nova (Nasdaq: NVMI) today announced that Dror David, Chief Financial Officer, will participate in the following upcoming virtual investor conferences:

Needham’s 16^th Annual Technology & Media Conference

The conference will take place May 17-20, 2021. Dror David will be available for one-on-one meetings on May 19.

The 2021 BofA Securities Global Technology Conference

The conference will take place June 8-10, 2021. Dror David will participate in a fireside chat on June 8 at 9:15 a.m. ET. The session will be moderated by the research analyst Vivek Arya. Dror will be available for one-on-one meetings throughout the same day.

Stifel 2021 Cross Sector Insight Conference

The conference will take place on June 6-8, 2021. Dror David will hold one-on-one meetings on June 9.

To schedule a meeting, please contact your salesperson or Miri Segal at [email protected].

About Nova: Nova is a leading innovator and key provider of metrology solutions for advanced process control used 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 combines high-precision hardware and cutting-edge software provides customers with deep insight into the development and production of the most advanced semiconductor devices. Nova’s unique capability to deliver innovative X-ray and optical solutions enable its customers to improve performance, enhance product yields and accelerate time to market. Nova partners with semiconductor manufacturers from its offices around the world. Additional information may be found at https://www.novami.com/.

Nova is traded on NASDAQ & TASE under the symbol NVMI.

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 are 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 be materially different 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: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in U.S. trade policies; inability to protect intellectual property; open source technology exposure; failure to compete effectively or to respond to the rapid technological changes; consolidation in our industry; difficulty to predict 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; lengthy sales cycle and customer delays in orders; political, economic, and military instability in Israel; 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, 2020 filed with the Securities and Exchange Commission on March 1, 2021. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova Measuring Instruments Ltd. does not assume any obligation to update the forward-looking information contained in this press release.

Rehovot, Israel – February 28, 2023 – Nova (Nasdaq: NVMI) announced today that its annual report on Form 20-F, containing audited consolidated financial statements for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on February 28, 2023, is available through its website (https://www.novami.com/). Shareholders may receive a hard copy of the annual report free of charge upon request. This press release is being issued pursuant to Nasdaq Listing Rule 5250(d)(1)(C).

About Nova:

Rehovot, Israel, April 4, 2023 – Nova (Nasdaq: NVMI), a leading innovator and a key provider of metrology solutions for advanced process control used in semiconductor manufacturing, today announced that it has published the Company’s first Environmental, Social, and Governance (ESG) Insight Review. The Review provides details on the Company’s ESG strategy and its principles.

“Nova’s sustainable growth over the years is based on our ability to combine a unique people-centric culture with a distinctive innovative technology and advanced social engagement programs for the benefit of societies around us,” said Gaby Waisman, President and CEO of Nova. “We are working towards embedding ESG principles into our operating model, business management and decision-making processes, leveraging our journey from ‘Dream to Win’, which are the core values of the Company.”

“As a public company, Nova recognizes its corporate responsibility to achieve success while also creating a positive impact on society and the environment. Nova aspires to continue its growth trajectory by positively impacting the world around us, creating meaningful social impact, and exhibiting ethical and responsible behavior for the benefits of society and its stakeholders,” said Eitan Oppenhaim, Executive Chairman of Nova’s Board of Directors.

The review reflects a strategic process outcome that identified the significant ESG topics for Nova and sets clear goals and milestones for the next few years. It is also a major milestone on the Company’s journey toward meeting the goals of the “Nova 1B” strategic plan.

Nova’s vision is to become a more active influencer in creating a sustainable and equitable future. The ESG strategy is built on four pillars that the Company aims to interlace across its daily operations and culture:

Governance – elevating ethical and corporate governance methods.
People and Social Impact – with a focus on both the individual and the surrounding communities.
Innovative Approach – connecting technical roadmap to unique culture for long-term impact.
Environment and Supply Chain – managing efficiently footprint, energy and sustainable supply chain.

The review was composed in accordance with the Global Reporting Initiative (GRI), the Sustainability Accounting Standards Board (SASB) guidelines, and the United Nations Sustainable Development Goals (SDGs).

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.

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 such as the outbreak of COVID-19; inability to protect our intellectual property; open source technology exposure; 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; political, economic and military instability in Israel including related to the potential changes to the judicial system; 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, 2022, filed with the Securities and Exchange Commission on February 28, 2023. 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.

REHOVOT, Israel, April 3, 2023 – Nova (Nasdaq: NVMI) today announced the appointment of Yaniv Garty to its Board of Directors effective April 2, 2023. Garty is a seasoned executive, with vast experience in the semiconductor and chip industry. For the past six years Garty served as a Vice President at Intel and as the General Manager of Intel Israel. Since its acquisition of Envara Inc. in 2004 and prior to his most recent position, Garty held multiple executive positions in various technology areas within Intel. Throughout his career, Garty has also held multiple engineering, business, and managerial positions in several technology companies. Additionally, Garty has served since 2018 as the Chairman of the America-Israel Chamber of Commerce, a voluntary organization of more than 230 Israeli and multinational companies.

“As Nova moves into its next phase of growth, I am excited to welcome Yaniv Garty to Nova’s Board of Directors,” said Eitan Oppenhaim, Nova’s Chairman of the Board. “Yaniv’s track record in leadership positions within the chip industry, and specifically in one of the leading IC manufacturers in the world, will help us to further expand our growth and support our strategic initiatives across the semiconductor industry.”

“I am exhilarated by the opportunity to join Nova’s Board of Directors and play an instrumental role in shaping the Company’s future growth trajectory. I am highly motivated to provide valuable guidance and support to help the Company capitalize on the numerous exciting opportunities that lie ahead,” added Garty.

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.

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 such as the outbreak of COVID-19; inability to protect our intellectual property; open source technology exposure; 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; political, economic and military instability in Israel including related to the potential changes to the judicial system; 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, 2022, filed with the Securities and Exchange Commission on February 28, 2023. 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.

REHOVOT, Israel, March 23, 2023 – Nova (Nasdaq: NVMI) announced today the opening of its new production facility in Israel. The state-of-the-art clean room aims at expanding Nova’s production capacity and complements the existing facilities, allowing the Company to improve production procedures and yields.

The new, highly advanced clean room facility supports the Company’s long-term growth strategy by establishing the required manufacturing environment to produce Nova’s most advanced platforms. The facility utilizes state-of-the-art production methods, including industry 4.0 elements and high levels of automation. In keeping with Nova’s ESG commitment, it is constructed to support high sustainability and environmental standards.

“As part of the NOVA 1B strategic plan, we aim at doubling our production capacity in the next five years. In order to meet that, our plan is to expand production output at all main sites for our three metrology divisions,” explained Eitan Oppenhaim, Nova’s President and CEO. “The new clean room in Israel can support higher yield for our established products but also accommodate high-volume manufacturing of our new products. Built with ESG principles in mind, the new facility meets high industry standards for a safe and smart work environment to enable cutting-edge production methods.”

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.

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: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in U.S. trade policies; inability to protect our intellectual property; open source technology exposure; 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; political, economic and military instability in Israel; 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, 2022, filed with the Securities and Exchange Commission on February 23, 2023. 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.