REHOVOT, Israel, Feb. 24, 2022 /PRNewswire/ — Nova (Nasdaq: NVMI) today announced financial results for the fourth quarter and full year 2021.

Fourth Quarter 2021 Highlights:

  • Record quarterly revenue of $121.5 million, up 59% year over year
  • GAAP net income of $22.2 million, or $0.73 per diluted share, up 55% year over year
    on a per-share basis
  • Non-GAAP net income of $32.8 million, or $1.08 per diluted share, up 96% year over year on a per-share basis
  • Revenues recognized from multiple customers for Nova Metrion®, a newly launched materials metrology solution
  • VeraFlex® IV selection with multiple orders by a leading global semiconductor manufacturer
  • Record software revenues, led by Nova’s advanced Nova Fit machine learning solution

Full Year 2021 Highlights:

  • Record annual revenue of $416.1 million, up 54% year over year
  • GAAP net income of $93.1 million, or $3.12 per diluted share, up 89% year over year
    on a per-share basis
  • Non-GAAP net income of $114.7 million, or $3.85 per diluted share, up 87% year over year
    on a per-share basis

GAAP Results ($K)

 

Q4 2021

Q3 2021

Q4 2020

FY 2021

FY 2020

Revenues

$121,521

$112,713

$76,303

$416,113

$269,396

Net Income

$22,226

$30,335

$13,657

$93,101

$47,907

Earnings per Diluted Share

$0.73

$1.02

$0.47

$3.12

$1.65

 

Non-GAAP Results ($K)

 

Q4 2021

Q3 2021

Q4 2020

FY 2021

FY 2020

Net Income

$32,752

$34,546

$15,872

$114,669

$59,638

Earnings per Diluted Share

$1.08

$1.16

$0.55

$3.85

$2.06

 

A reconciliation between GAAP operating results and non-GAAP operating results is provided following the financial statements that are part of this release. See also “Use of Non-GAAP Adjusted Financial Measures” section.

Management Comments

“We are very pleased with Nova’s strong results for the fourth quarter, which conclude another record year with significant growth in both our product and service revenue. Against the backdrop of the continuous pandemic and its influence on the supply chain, Nova succeeded in outperforming the market, demonstrating the agility and efficiency of its operational model,” commented Eitan Oppenhaim, President and Chief Executive Officer. “Our solid annual results underscore the competitive advantages and differentiated value in the marketplace. In addition to our growing organic engines, Nova expanded its offering this quarter with new advanced chemical metrology capabilities as part of the acquisition of ancosys, a leading German metrology supplier. This strategic transaction extends Nova’s available markets and positions Nova for another growth year in 2022.”

2022 First Quarter Financial Outlook

Management provided an outlook for the first quarter, the period ending March 31, 2022. Based on current estimates, management expects:

  • $122 million to $132 million in revenue
  • $0.78 to $0.96 in diluted GAAP EPS
  • $0.96 to $1.14 in diluted non-GAAP EPS

2021 Fourth Quarter Results

Total revenues for the fourth quarter of 2021 were $121.5 million, an increase of 8% compared with the third quarter of 2021 and an increase of 59% compared with the fourth quarter of 2020.

Gross margin in the fourth quarter of 2021 was 56%, compared with 58% in the third quarter of 2021 and 55% in the fourth quarter of 2020.

Operating expenses in the fourth quarter of 2021 were $38.4 million, compared with $29.7 million in the third quarter of 2021 and $25.5 million in the fourth quarter of 2020.

On a GAAP basis, the Company reported net income of $22.2 million, or $0.73 per diluted share, in the fourth quarter of 2021. This is compared with net income of $30.3 million, or $1.02 per diluted share, in the third quarter of 2021, and net income of $13.7 million, or $0.47 per diluted share, in the fourth quarter of 2020.

On a non-GAAP basis, the Company reported net income of $32.8 million, or $1.08 per diluted share, in the fourth quarter of 2021. This is compared with net income of $34.5 million, or $1.16 per diluted share, in the third quarter of 2021, and net income of $15.9 million, or $0.55 per diluted share, in the fourth quarter of 2020.

2021 Full Year Results

Total revenues for 2021 were $416.1 million, an increase of 54% compared to total revenues of $269.4 million for 2020.

Gross margin in 2021 was 57%, same as 2020.

Operating expenses in 2021 were $125 million, compared with operating expenses of $97.4 million in 2020.

On a GAAP basis, the Company reported net income of $93.1 million, or $3.12 per diluted share, in 2021. This is compared with a net income of $47.9 million, or $1.65 per diluted share, in 2020.

On a non-GAAP basis, the Company reported net income of $114.7 million, or $3.85 per diluted share, in 2021. This is compared with net income of $59.6 million, or $2.06 per diluted share, in 2020.

Conference Call Information

Nova will host a conference call today, February 24, 2022, 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: 1-855-327-6837
ISRAEL TOLL-FREE Dial-in Number: 1-809-458-327
INTERNATIONAL Dial-in Number: 1-631-891-4304

At:

8:30 a.m. Eastern Time
5:30 a.m. Pacific Time
3:30 p.m. Israel Time

The conference call will also be webcast live from a Link on Nova’s website at https://www.novami.com/investors/events/.

A replay of the conference call will be available from February 24, 2022, at 11:30 a.m. Eastern Time to March 3, 2022, 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: 10017625

A replay will also be available for 90 days on Nova’s website 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 at Nova’s website link – https://www.novami.com/.

Nova is traded on Nasdaq & TASE, Nasdaq ticker symbol NVMI.

Use of Non-GAAP Adjusted Financial Measures

This press release provides financial measures that exclude amortization of acquired intangible assets, stock-based compensation expenses, acquisition related expenses, expense related to a transaction made by a financial institution without Company authorization, revaluation of operating lease liabilities, amortization of debt discount and issuance costs, tax effect of non-GAAP adjustment and taxes attributed to one-time elective tax settlement, 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 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; difficulty to  integrate 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, 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 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  December 31,

ASSETS

2021

2020

Current assets

   

Cash and cash equivalents

126,698

232,304

Short-term interest-bearing bank deposits

221,897

191,567

Marketable securities

61,568

-

Trade accounts receivable, net

68,446

63,314

Inventories

78,665

61,734

Other current assets

9,242

9,782

Total current assets

566,516

558,701

Non-current assets

   

Marketable securities

137,415

-

Interest-bearing bank deposits

3,672

2,547

Restricted interest-bearing bank deposits

1,600

1,476

Deferred tax assets

6,161

2,869

Severance pay funds

1,327

1,281

Operating lease right-of-use assets

30,627

29,109

Property and equipment, net

34,460

34,168

Intangible assets, net

2,601

5,059

Goodwill

20,114

20,114

Other long-term assets

661

462

Total non-current assets

238,638

97,085

Total assets

805,154

655,786

 LIABILITIES AND SHAREHOLDERS' EQUITY

   

Current liabilities

   

Convertible senior notes, net

183,037

-

Trade accounts payable

36,218

24,096

Deferred revenues

15,338

4,717

Operating lease current liabilities

4,452

3,703

Other current liabilities

48,885

28,418

Total current liabilities

287,930

60,934

Non-current liabilities

   

Convertible senior notes, net

-

178,808

Accrued severance pay

3,686

3,719

Operating lease long-term liabilities

33,450

31,905

Other long-term liabilities

6,334

8,882

Total non-current liabilities

43,470

223,314

Shareholders' equity

473,754

371,538

Total liabilities and shareholders' equity 

805,154

655,786

NOVA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

 
 

Three months ended
December 31
,

Year ended
December 31
,

 

2021

2020

2021

2020

Revenues:

       

Products

99,898

61,741

337,026

209,320

Services

21,623

14,562

79,087

60,076

Total revenues

121,521

76,303

416,113

269,396

Cost of revenues

53,272

33,980

178,752

116,473

Gross profit

68,249

42,323

237,361

152,923

Operating expenses:

       

Research and development, net

20,140

15,753

65,857

53,015

Sales and marketing

11,219

8,089

39,336

29,321

General and administrative

6,262

1,009

17,324

12,514

Amortization of intangible assets

735

626

2,458

2,503

Total operating expenses

38,356

25,477

124,975

97,353

Operating income

29,893

16,846

112,386

55,570

Financing income (expense), net

(1,518)

(1,335)

(3,133)

926

Income before taxes on income

28,375

15,511

109,253

56,496

Income tax expenses

6,149

1,854

16,152

8,589

Net income for the period

22,226

13,657

93,101

47,907

         

Earnings per share:

       

Basic

0.78

0.49

3.28

1.71

Diluted

0.73

0.47

3.12

1.65

         

Shares used in calculation of earnings per share
(in thousands):

       

Basic

28,539

28,146

28,372

28,097

Diluted

30,285

28,999

29,816

28,950

 

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

 
 

Three months ended December 31,

Year ended
December 31,

 

2021

2020

2021

2020

Cash flows from operating activities:

       

Net income

22,226

13,657

93,101

47,907

Adjustments to reconcile net income to net cash provided by operating activities:

       

     Depreciation of property and equipment

1,681

1,572

6,475

5,875

     Amortization of intangible assets

735

626

2,458

2,503

     Amortization of premium and accretion of discount on marketable securities, net

855

-

1,708

-

     Amortization of debt discount and issuance costs

1,075

868

4,229

868

     Share-based compensation

3,496

2,231

10,488

6,949

     Net effect of exchange rate fluctuation

(694)

(1,187)

(745)

(1,584)

Changes in assets and liabilities:

       

     Trade accounts receivables, net

(3,816)

(22,217)

(5,132)

(11,711)

     Inventories

(5,964)

(1,219)

(18,457)

(16,271)

     Other current and long-term assets

1,076

1,655

192

6,878

     Deferred tax assets, net

(741)

535

(2,989)

(193)

     Operating lease right-of-use assets

489

395

1,680

1,351

     Trade accounts payables

6,799

1,228

11,697

3,255

     Deferred revenues

(16,572)

926

10,621

2,461

     Operating lease liabilities

164

1,346

(904)

91

     Other current and long-term liabilities

9,587

5,898

17,919

11,520

     Accrued severance pay, net

(133)

162

(79)

354

Net cash provided by operating activities

20,263

6,476

132,262

60,253

Cash flows from investment activities:

       

Change in short-term and long-term interest-bearing bank deposits

37,223

10,125

(31,456)

(36,016)

Investment in marketable securities

(6,364)

-

(215,091)

-

Proceed from maturities of marketable securities

5,141

-

12,862

-

Purchase of property and equipment

(2,250)

(1,570)

(4,816)

(6,443)

Net cash provided by (used in) investing activities

33,750

8,555

(238,501)

(42,459)

Cash flows from financing activities:

       

Proceeds from the issuance of convertible senior notes, net of issuance costs

-

193,588

-

193,588

Purchases of treasury shares

-

(10,000)

-

(12,549)

Proceeds from exercise of options

-

-

11

367

Net cash provided by financing activities

-

183,588

11

181,406

Effect of exchange rate fluctuations on cash and cash equivalents

558

972

622

1,356

Increase (decrease) in cash and cash equivalents

54,571

199,591

(105,606)

200,556

Cash and cash equivalents - beginning of period

72,127

32,713

232,304

31,748

Cash and cash equivalents - end of period

126,698

232,304

126,698

232,304

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

 
 

Three months ended

 

December 31,
2021

September 30,
2021

December 31,
2020

GAAP gross profit

68,249

65,238

42,323

Stock-based compensation*

803

557

415

Non-GAAP gross profit

69,052

65,795

42,738

GAAP gross margin as a percentage of revenues

56%

58%

55%

Non-GAAP gross margin as a percentage of revenues

57%

58%

56%

       

GAAP operating income

29,893

35,526

16,846

Stock-based compensation*

3,496

2,642

2,231

Acquisition related expenses

999

-

-

Amortization of acquired intangible assets

735

574

626

Income related to a transaction made by a financial institution without Company authorization

-

-

(2,850)

Non-GAAP operating income

35,123

38,742

16,853

GAAP operating margin as a percentage of revenues

25%

32%

22%

Non-GAAP operating margin as a percentage of revenues

29%

34%

22%

       

GAAP net income

22,226

30,335

13,657

Stock-based compensation*

3,496

2,642

2,231

Acquisition related expenses

999

-

-

Amortization of acquired intangible assets

735

574

626

Amortization of debt discount and issuance costs

1,075

1,069

868

Income related to a transaction made by a financial institution without Company authorization

-

-

(2,850)

Revaluation of operating lease liabilities

907

217

1,364

Tax effect of non-GAAP adjustments

(402)

(291)

(24)

Taxes attributed to one-time elective tax settlement

3,716

-

-

Non-GAAP net income

32,752

34,546

15,872

       

GAAP basic earnings per share

0.78

1.07

0.49

Non-GAAP basic earnings per share

1.15

1.22

0.56

       

GAAP diluted earnings per share

0.73

1.02

0.47

Non-GAAP diluted earnings per share

1.08

1.16

0.55

       

Shares used for calculation of earnings per share
(in thousands):

     

Basic

28,539

28,429

28,146

Diluted

30,285

29,858

28,999

         

* Stock-based compensation for the three months ended December 31, 2021, included in – Cost of revenues – 803; Research and development, net – 1,315; Sales and marketing – 717; General and administrative  – 661

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

 
 

Year ended  December 31,

 

2021

2020

GAAP gross profit

237,361

152,923

Stock-based compensation*

2,160

1,364

Non-GAAP gross profit

239,521

154,287

GAAP gross margin as a percentage of revenues

57%

57%

Non-GAAP gross margin as a percentage of revenues

58%

57%

     

GAAP operating income

112,386

55,570

Stock-based compensation*

10,488

6,949

Acquisition related expenses

999

-

Amortization of acquired intangible assets

2,458

2,503

Expense related to a transaction made by a financial institution without Company authorization

-

150

Non-GAAP operating income

126,331

65,172

GAAP operating margin as a percentage of revenues

27%

21%

Non-GAAP operating margin as a percentage of revenues

30%

24%

     

GAAP net income

93,101

47,907

Stock-based compensation*

10,488

6,949

Acquisition related expenses

999

-

Amortization of acquired intangible assets

2,458

2,503

Amortization of debt discount and issuance costs

4,229

868

Expense related to a transaction made by a financial institution without Company authorization

-

150

Revaluation of operating lease liabilities

818

2,053

Tax effect of non-GAAP adjustments

(1,140)

(792)

Taxes attributed to one-time elective tax settlement

3,716

-

Non-GAAP net income

114,669

59,638

     

GAAP basic earnings per share

3.28

1.71

Non-GAAP basic earnings per share

4.04

2.12

     

GAAP diluted earnings per share

3.12

1.65

Non-GAAP diluted earnings per share

3.85

2.06

     

Shares used for calculation of earnings per share
(in thousands):

   

Basic

28,372

28,097

Diluted

29,816

28,950

* Stock-based compensation for the year ended December 31, 2021, included in – Cost of revenues – 2,160; Research and development, net – 3,994; Sales and marketing – 2,221; General and administrative  – 2,113

NOVA LTD.
SUPPLEMENTAL INFORMATION - RECONCILIATION OF FIRST QUARTER 2022
GAAP TO NON-GAAP GUIDANCE

(Unaudited)

 
 

Low

High

Estimated GAAP net income per diluted share

0.78

0.96

Estimated non-GAAP items:

   

Stock-based compensation

0.12

0.12

Acquisition related expenses

0.02

0.02

Amortization of acquired intangible assets

0.06

0.06

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

0.96

1.14

Rehovot, Israel – March 1, 2022 – Nova (Nasdaq: NVMI) announced today that its annual report on Form 20-F, containing audited consolidated financial statements for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 1, 2022, 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:

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

Nova is traded on Nasdaq & TASE, Nasdaq ticker symbol NVMI.

Demonstrating In-Line Raman Spectroscopy (Nova Elipson™) for Nanosheet devices

Rehovot, Israel – April 26, 2022 – Nova (Nasdaq: NVMI) today announced that its co-authored paper with IBM Research on “In-Line Raman Spectroscopy for Stacked Nanosheet Device Manufacturing” has been selected as the winner of the Diana Nyyssonen award for “best paper at SPIEs 2021 Advanced Lithography Symposia.” The award was granted to Nova and IBM on the opening day of the 2022 conference. The paper is a result of a continuous collaboration between the companies that drove numerous innovative joint development programs to enhance advanced chip manufacturing. The paper demonstrates the novel technologies Nova promotes in advanced process control by utilizing its unique and differentiated solutions. As part of the collaboration with IBM Research, Nova installed its most advanced portfolio at IBM Research’s lab in Albany, New York.  

Monitoring and controlling strain in next-generation devices within intricate nanoscale structures is a new challenge. A suitable non-destructive and fast in-line technique is critical for successful research and development and manufacturing. The joint effort demonstrates in-line  Raman spectroscopy for non-destructive strain metrology at multiple critical process steps throughout the front-end-of-line (FEOL) manufacturing cycle of stacked nanosheet devices. This paper establishes the importance of in-line Raman and support the growing demand  for  materials metrology in high volume manufacturing.

“Our in-line Raman spectroscopy work with Nova supports critical advances in logic scaling that offer new pathways of managing strain metrology for nanosheet transistors,” said Dr. Huiming Bu, Vice President, Hybrid Cloud Technology Research & Albany Operations at IBM Research. “This joint effort is indicative of the collaborative ecosystem IBM and partners have cultivated in Albany to steer our leading edge logic technology R&D roadmap.”  

“We are honored to be selected for this prestigious award in collaboration with IBM Research,” said Dr. Shay Wolfling, Chief Technology Officer of Nova. “controlling Nanosheets strain at critical process steps is enabled by our innovative Nova ElipsonTM Raman Spectroscopy solution that is designed to measure materials properties such as stress, crystallinity, and surface properties for both Memory and Logic devices. The joint work with IBM Research has demonstrated that through collaboration with our customers, we can introduce new technologies, offering groundbreaking solutions to enable the transition to next-generation manufacturing.”

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

Nova is traded on Nasdaq & TASE, Nasdaq ticker symbol NVMI.

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 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 global 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; risks associated with violations of environmental, safety and health regulations; 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 to  integrate current or future acquisitions; lengthy sales cycle and customer delays in orders; failures to attract, recruit and retain qualified employees due to intense competition for highly skilled personnel; 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, 2021 filed with the Securities and Exchange Commission on March 1, 2022. 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 12, 2022 /PRNewswire/ —  Nova (Nasdaq: NVMI) today announced financial results for the first quarter ended March 31, 2022.

First Quarter 2022 Highlights:

  • Record quarterly revenue of $134.0 million, exceeding the high end of a guidance of $132 million. Up 59% year over year
  • Record GAAP net income of $34.2 million, or $1.07 per diluted share, exceeding the high end of a guidance of $0.96. Up 78% year over year on a per-share basis
  • Record non-GAAP net income of $41.5 million, or $1.30 per diluted share, exceeding the high end of a guidance of $1.14. Up 86% year over year on a per-share basis
  • Diversified geographic contributions led by China quarterly record revenue
  • Strong customer mix driven by five major customers contributing over 10% each to products revenue, including the world leading IDM

GAAP Results ($K)

Q1 2022

Q4 2021

Q1 2021

Revenues

$133,957

$121,521

$84,133

Net Income

$34,162

$22,226

$17,616

Earnings per Diluted Share

$1.07

$0.73

$0.60

Non-GAAP Results ($K)

Q1 2022

Q4 2021

Q1 2021

Net Income

$ 41,487

$32,752

$20,485

Earnings per Diluted Share

$  1.30

$1.08

$0.70

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 a robust opening for 2022, outperforming guidance and locking down eight consecutive quarters of revenue growth. Our remarkable performance was driven by our burgeoning position across various industry sectors and technology nodes,” commented Eitan Oppenhaim, President and Chief Executive Officer. “Following the ancosys acquisition, this is the first quarter that we are embedding chemical metrology sales results into our consolidated reporting. During the quarter, we continued to integrate ancosys as a division into Nova, developing a strong pipeline of products and opportunities in both the front-end and back-end semiconductor processes. The demand for Nova’s solutions across dimensional, materials and chemical applications, continues to be strong and along with our record quarterly bookings and yearly backlog, we expect to continue our solid growth this year as well.”

2022 Second Quarter Financial Outlook

Management provided an outlook for the second quarter, the period ending June 30, 2022. Based on current estimates, management expects:

  • $133 million to $141 million in revenue
  • $0.82 to $0.96 in diluted GAAP EPS
  • $1.09 to $1.23 in diluted non-GAAP EPS

2022 First Quarter Results

Total revenues for the first quarter of 2022 were $134.0 million, an increase of 10% compared with the fourth quarter of 2021 and an increase of 59% compared with the first quarter of 2021.

Gross margin in the first quarter of 2022 was 57%, compared with 56% in the fourth quarter of 2021 and 57% in the first quarter of 2021.

Operating expenses in the first quarter of 2022 were $39.0 million, compared with $38.4 million in the fourth quarter of 2021 and $28.2 million in the first quarter of 2021.

On a GAAP basis, the Company reported net income of $34.2 million, or $1.07 per diluted share, in the first quarter of 2022. This is compared with net income of $22.2 million, or $0.73 per diluted share, in the fourth quarter of 2021, and net income of $17.6 million, or $0.60 per diluted share, in the first quarter of 2021.

On a non-GAAP basis, the Company reported net income of $41.5 million, or $1.30 per diluted share, in the first quarter of 2022. This is compared with net income of $32.8 million, or $1.08 per diluted share, in the fourth quarter of 2021, and net income of $20.5 million, or $0.70 per diluted share, in the first quarter of 2021.

Conference Call Information

Nova will host a conference call today, May 12, 2022, 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: 1-800-239-9838
ISRAEL TOLL-FREE Dial-in Number: 1-809-407-724
INTERNATIONAL Dial-in Number: 1-323-794-2551

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 12, 2022, at 11:30 a.m. Eastern Time to May 19, 2022, 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: 2902650

A replay will also be available for 90 days on Nova’s website 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 at Nova’s website linkhttps://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, tax effect of non-GAAP adjustment and taxes attributed to one-time elective tax settlement, 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 the 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, 2021 filed with the Securities and Exchange Commission on March 1, 2022. 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

ASSETS

March 31,
2022

December 31,
2021

Current assets

  Cash and cash equivalents

105,193

126,698

  Short-term interest-bearing bank deposits

172,264

221,897

  Marketable securities

63,425

61,568

  Trade accounts receivable, net

77,985

68,446

  Inventories

96,193

78,665

  Other current assets

25,116

9,242

Total current assets

540,176

566,516

Non-current assets

  Marketable securities

132,011

137,415

  Interest-bearing bank deposits

3,595

3,672

  Restricted interest-bearing bank deposits

1,602

1,600

  Deferred tax assets

9,448

6,161

  Severance pay funds

1,308

1,327

  Operating lease right-of-use assets

45,809

30,627

  Property and equipment, net

44,367

34,460

  Intangible assets, net

49,308

2,601

  Goodwill

50,540

20,114

  Other long-term assets

744

661

Total non-current assets

338,732

238,638

Total assets

878,908

805,154

   LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

  Convertible senior notes, net

195,432

183,037

  Trade accounts payable

35,973

36,218

  Deferred revenues

14,583

15,338

  Operating lease current liabilities

5,897

4,452

  Other current liabilities

59,775

48,885

Total current liabilities

311,660

287,930

Non-current liabilities

  Accrued severance pay

3,728

3,686

  Operating lease long-term liabilities

47,293

33,450

  Long-term deferred tax liability

13,743

-

  Other long-term liabilities

6,936

6,334

Total non-current liabilities

71,700

43,470

Shareholders' equity

495,548

473,754

Total liabilities and shareholders' equity 

878,908

805,154

NOVA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

Three months ended
March 31,

2022

2021

Revenues:

  Products

109,912

66,283

  Services

24,045

17,850

Total revenues

133,957

84,133

Total cost of revenues

57,807

36,203

Gross profit

76,150

47,930

Operating expenses:

  Research and development, net

19,129

14,518

  Sales and marketing

12,246

9,540

  General and administrative

6,056

3,539

  Amortization of intangible assets

1,613

575

Total operating expenses

39,044

28,172

Operating income

37,106

19,758

  Financing income, net

1,218

424

Income before taxes on income

38,324

20,182

  Income tax expenses

4,162

2,566

Net income for the period

34,162

17,616

Earnings per share:

  Basic

1.20

0.62

  Diluted

1.07

0.60

Shares used in calculation of earnings per share (in thousands):

  Basic

28,579

28,214

  Diluted

31,968

29,306

NOVA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Three months ended
March 31,

2022

2021

Cash flows from operating activities:

Net income

34,162

17,616

Adjustments to reconcile net income to net cash provided by operating activities:

     Depreciation of property and equipment

2,035

1,579

     Amortization of intangible assets

1,613

575

     Amortization of premium and accretion of discount on marketable securities, net

829

-

     Amortization of debt discount and issuance costs

320

1,034

     Share-based compensation

3,860

2,222

     Net effect of exchange rate fluctuation

793

362

Changes in assets and liabilities:

     Trade accounts receivables, net

470

3,494

     Inventories

(6,898)

(4,417)

     Other current and long-term assets

(15,996)

(1,162)

     Deferred tax assets, net

(2,609)

(598)

     Operating lease right-of-use assets

912

406

     Trade accounts payables

(1,941)

439

     Deferred revenues

(744)

9,021

     Operating lease liabilities

(806)

(1,266)

     Other current and long-term liabilities

(3,151)

3,718

     Accrued severance pay, net

61

(38)

Net cash provided by operating activities

12,910

32,985

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

49,632

(55,805)

Investment in marketable securities

(16,836)

-

Proceeds from maturities of marketable securities

15,770

-

Purchase of property and equipment

(3,718)

(488)

Net cash used in investing activities

(33,621)

(56,293)

Net cash provided by financing activities

-

-

Effect of exchange rate fluctuations on cash and cash equivalents

(794)

(238)

Changes in cash and cash equivalents

(21,505)

(23,546)

Cash and cash equivalents - beginning of period

126,698

232,304

Cash and cash equivalents - end of period

105,193

208,758

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,
2022

December 31,
2021

March 31,
2021

GAAP gross profit

76,150

68,249

47,930

Stock-based compensation*

883

803

418

Acquisition-related inventory step-up

2,606

-

-

Non-GAAP gross profit

79,639

69,052

48,348

GAAP gross margin as a percentage of revenues

57%

56%

57%

Non-GAAP gross margin as a percentage of revenues

59%

57%

57%

GAAP operating income

37,106

29,893

19,758

Stock-based compensation*

3,860

3,496

2,222

Acquisition-related inventory step-up

2,606

-

-

Acquisition-related expenses and contingent consideration revaluation

1,355

999

-

Amortization of acquired intangible assets

1,613

735

575

Non-GAAP operating income

46,540

35,123

22,555

GAAP operating margin as a percentage of revenues

28%

25%

23%

Non-GAAP operating margin as a percentage of revenues

35%

29%

27%

GAAP net income

34,162

22,226

17,616

Stock-based compensation*

3,860

3,496

2,222

Acquisition-related inventory step-up

2,606

-

-

Acquisition-related expenses and contingent consideration revaluation

1,355

999

-

Amortization of acquired intangible assets

1,613

735

575

Amortization of debt discount and issuance costs

320

1,075

1,034

Revaluation of operating lease liabilities

(546)

907

(860)

Tax effect of non-GAAP adjustments

(1,883)

(402)

(102)

Taxes attributed to one-time elective tax settlement

-

3,716

-

Non-GAAP net income

41,487

32,752

20,485

GAAP basic earnings per share

1.20

0.78

0.62

Non-GAAP basic earnings per share

1.45

1.15

0.73

GAAP diluted earnings per share

1.07

0.73

0.60

Non-GAAP diluted earnings per share

1.30

1.08

0.70

Shares used for calculation of earnings per share
(in thousands):

Basic

28,579

28,539

28,214

Diluted

31,968

30,285

29,306

* Stock-based compensation for the three months ended March 31, 2022 included in – Cost of revenues – 883; Research and development, net – 1,525; Sales and marketing – 786; General and administrative – 666

NOVA LTD.

SUPPLEMENTAL INFORMATION - RECONCILIATION OF SECOND QUARTER 2022

GAAP TO NON-GAAP GUIDANCE

(Unaudited)

Low

High

Estimated GAAP net income per diluted share

0.82

0.96

Estimated non-GAAP items:

   Stock-based compensation

0.13

0.13

   Amortization of acquired intangible assets

0.06

0.06

   Acquisition-related expenses and contingent consideration revaluation

0.07

0.07

   Acquisition-related inventory step-up

0.01

0.01

   Amortization of issuance costs

0.01

0.01

   Tax effect of non-GAAP adjustments

(0.01)

(0.01)

Estimated non-GAAP net income per diluted share

1.09

1.23

Rehovot, Israel, June 8, 2022 – Nova (Nasdaq: NVMI), a leading innovator and a key provider of metrology solutions for advanced process control used in semiconductor manufacturing, today announced that Eitan Oppenhaim, President & Chief Executive Officer, and Dror David, Chief Financial Officer, will attend SEMICON West and hold investor meetings on July 12 and 13 at the Zelos Hotel, 12 4th Street, San Francisco, CA.

SEMICON West will be held as a hybrid event from July 11-14, 2022, both live at San Francisco’s Moscone Center as well as in a virtual format. Concurrently, Nova’s management will hold meetings in a nearby location in San Francisco. To schedule a meeting and get all the pertinent details, please contact Miri Segal of MS-IR at [email protected].

SEMICON West is the world marketplace for microelectronics innovation, featuring nearly 1,500 international exhibitors from 54 different countries showcasing products and services across the manufacturing ecosystem – from design to fabrication. The global industry looks to SEMICON West for the most up-to-date information on the tools, technologies, and trends driving the design, manufacture, and business of microelectronics.

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/. Nova is traded on Nasdaq & TASE, Nasdaq ticker: 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 the 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, 2021 filed with the Securities and Exchange Commission on March 1, 2022. 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, July 7, 2022 – Nova (Nasdaq: NVMI) announced today that a leading analog and mixed-signal device manufacturer recently adopted the Nova VeraFlex® solution for advanced process control. Nova has already delivered numerous tools to several of the customer’s fabrication sites.

Analog device manufacturing today requires tighter process control for ultra-thin films to shorten the time for device qualification and yield growth. Nova’s x-ray photoelectron spectroscopy (XPS) is uniquely equipped for this purpose and was selected over other traditional methods due to its superior technology benefits.  Over recent years Nova VeraFlex® has revolutionized materials metrology and is the industry standard for materials characterization, providing inline composition and thin film process control in various process steps.

“This selection signifies the great potential of our materials metrology portfolio for a variety of IC devices. This new win bolsters our strategy to grow our materials metrology beyond Nova’s traditional markets,” said Eitan Oppenhaim, President and Chief Executive Officer of Nova. “Our ability to develop unique and differentiated solutions allows us to offer a broader range of capabilities, which resonates well with various customers in different steps of the IC manufacturing value chain.”

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/. Nova is traded on Nasdaq & TASE, Nasdaq ticker: 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 the 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, 2021, filed with the Securities and Exchange Commission on March 1, 2022. 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, July 12, 2022 – Nova (Nasdaq: NVMI) announced today that a leading logic manufacturer recently selected Nova Metrion® for next-generation Integrated Circuit (IC) development. This recent deal is part of the Company’s long-term collaboration agreement with the customer to establish a full suite of Nova’s materials metrology portfolio for future device development. The customer previously installed a broad range of Nova’s advanced solutions, including Nova Elipson™ and Nova VeraFlex®.

Nova Metrion® is expected to replace traditional lab-based SIMS (secondary ion mass spectrometry) measurements, providing a depth profile of materials composition in next-generation devices. The system is designed from the ground up for a high-volume manufacturing environment. Nova Metrion® provides quantitative and actionable results with high-depth resolution and precision. This breakthrough technology enables advanced process control of complex and critical multilayer films.

“We are delighted with this close partnership that keeps yielding breakthrough solutions for logic manufacturing. Nova is unique in its ability to bridge the chasm between lab and fab environments, which is becoming a critical factor in enabling next-generation device manufacturing,” said Eitan Oppenhaim, President and Chief Executive Officer of Nova. “As production becomes more challenging than ever before, our advanced platforms allow customers to address the increasing need for process control. With multiple Nova Metrion® systems installed by various customers, we are advancing well towards establishing a new method of measuring material profiles in high-volume manufacturing.”

The company expects to recognize revenues from this selection by the end of calendar year 2022.

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/. Nova is traded on Nasdaq & TASE, Nasdaq ticker: 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 the 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, 2021, filed with the Securities and Exchange Commission on March 1, 2022. 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.

Conference call to be held on the same day at 8:30 a.m. Eastern Time

Rehovot, Israel, July 12, 2022 – Nova (Nasdaq: NVMI) today announced that it expects to release its financial results for the second quarter of 2022 before the Nasdaq market opens on Thursday, August 4, 2022.

Q2 2022 Conference Call Details:

Eitan Oppenhaim, President and Chief Executive Officer, and Dror David, Chief Financial Officer, will host a conference call to review the Company’s second quarter 2022 financial results on August 4, 2022 at 8:30 a.m. Eastern Time.

To attend the conference call, please dial one of the following teleconferencing numbers. Please begin by placing your call 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: 1-855-327-6837

ISRAEL TOLL-FREE: 1-809-458-327

INTERNATIONAL: 1-631-891-4304
WEBCAST LINK: https://viavid.webcasts.com/starthere.jsp?ei=1555124&tp_key=3175622040

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 – https://www.novami.com/investors/events/.

A replay of the conference call will be available from August 4, 2022, to August 11, 2022. 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: 10019423

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/.

Nova is traded on Nasdaq & TASE, Nasdaq ticker symbol NVMI.

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: 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 the 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, 2021, filed with the Securities and Exchange Commission on March 1, 2022. 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, IsraelAug. 4, 2022 /PRNewswire/ — Nova (Nasdaq: NVMI) today announced financial results for the second quarter, the three-month period ended June 30, 2022.

Second Quarter 2022 Highlights:

  • Record quarterly revenue of $141.6 million. Up 45% year over year
  • GAAP net income of $34.9 million, or $1.09 per diluted share. Up 42% year over year on a per-share basis
  • Non-GAAP net income of $39.5 million, or $1.24 per diluted share. Up 38% year over year on a per-share basis
  • Record Optical CD Standalone revenue driven by multiple customer selections
  • Diversified geographic mix, including four major territories contributing over 15% of revenue each
  • Continued proliferation of Nova Metrion®. Selected by Advanced Logic Manufacturer

GAAP Results ($K)

Q2 2022

Q1 2022

Q2 2021

Revenues

$141,628

$133,957

$97,746

Net Income

$34,878

$34,162

$22,924

Earnings per Diluted Share

$1.09

$1.07

$0.77

Non-GAAP Results ($K)

Q2 2022

Q1 2022

Q2 2021

Net Income

$39,546

$41,487

$26,886

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 sound results for the second quarter, demonstrating strength in all product lines across our dimensional, materials, and chemical metrology portfolio. Our business performance yielded another quarterly revenue record with both revenue and profitability reaching the high end of the guidance,” commented Eitan Oppenhaim, President and Chief Executive Officer. “Our solid backlog and the demand for our products across the various semiconductor technology nodes solidify our goal to continue our profitable growth this year as well.  With the company revenues exceeding $500 million in the last four quarters, we mark the realization of our Nova 500 strategic plan, which cemented the fundamentals to support our future organic and inorganic growth in the long term.”

2022 Third Quarter Financial Outlook

Management provided an outlook for the third quarter, the period ending September 30, 2022. Based on current estimates, management expects:

  • $137 million to $147 million in revenue
  • $0.89 to $1.08 in diluted GAAP EPS
  • $1.06 to $1.25 in diluted non-GAAP EPS

2022 Second Quarter Results

Total revenues for the second quarter of 2022 were $141.6 million, an increase of 6% compared with the first quarter of 2022 and an increase of 45% compared with the second quarter of 2021.

Gross margin in the second quarter of 2022 was 57%, same as the first quarter of 2022 and the second quarter of 2021.

Operating expenses in the second quarter of 2022 were $43.4 million, compared with $39.0 million in the first quarter of 2022 and $28.7 million in the second quarter of 2021.

On a GAAP basis, the Company reported net income of $34.9 million, or $1.09 per diluted share, in the second quarter of 2022. This is compared with net income of $34.2 million, or $1.07 per diluted share, in the first quarter of 2022, and net income of $22.9 million, or $0.77 per diluted share, in the second quarter of 2021.

On a non-GAAP basis, the Company reported net income of $39.5 million, or $1.24 per diluted share, in the second quarter of 2022. This is compared with net income of $41.5 million, or $1.30 per diluted share, in the first quarter of 2022, and net income of $26.9 million, or $0.90 per diluted share, in the second quarter of 2021.

Conference Call Information

Nova will host a conference call today, August 4, 2022, 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: 1-800-239-9838
ISRAEL TOLL-FREE Dial-in Number: 1-809-407-724
INTERNATIONAL Dial-in Number: 1-323-794-2551

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 4, 2022, at 11:30 a.m. Eastern Time to August 11, 2022, 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: 2902650

A replay will also be available for 90 days on Nova’s website 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: 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 the 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, 2021 filed with the Securities and Exchange Commission on March 1, 2022. 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

ASSETS

June 30,

2022

December 31,

2021

Current assets

Cash and cash equivalents

170,297

126,698

Short-term interest-bearing bank deposits

105,393

221,897

Marketable securities

88,622

61,568

Trade accounts receivable, net

94,559

68,446

Inventories

101,633

78,665

Other current assets

17,326

9,242

Total current assets

577,830

566,516

Non-current assets

Marketable securities

120,937

137,415

Interest-bearing bank deposits

3,263

3,672

Restricted interest-bearing bank deposits

1,600

1,600

Deferred tax assets

11,306

6,161

Severance pay funds

1,198

1,327

Operating lease right-of-use assets

44,873

30,627

Property and equipment, net

45,781

34,460

Intangible assets, net

45,456

2,601

Goodwill

48,534

20,114

Other long-term assets

723

661

Total non-current assets

323,671

238,638

Total assets

901,501

805,154

 LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

Convertible senior notes, net

-

183,037

Trade accounts payable

36,819

36,218

Deferred revenues

19,829

15,338

Operating lease current liabilities

5,727

4,452

Other current liabilities

53,713

48,885

Total current liabilities

116,088

287,930

Non-current liabilities

Convertible senior notes, net

195,750

-

Accrued severance pay

3,628

3,686

Operating lease long-term liabilities

43,301

33,450

Long-term deferred tax liability

12,593

-

Other long-term liabilities

7,627

6,334

Total non-current liabilities

262,899

43,470

Shareholders' equity

522,514

473,754

Total liabilities and shareholders' equity 

901,501

805,154

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,

2022

2021

2022

2021

Revenues:

Products

114,120

78,293

224,032

144,576

Services

27,508

19,453

51,553

37,303

Total revenues

141,628

97,746

275,585

181,879

Total cost of revenues

61,240

41,802

119,047

78,005

Gross profit

80,388

55,944

156,538

103,874

Operating expenses:

Research and development, net

22,115

15,341

41,244

29,859

Sales and marketing

12,342

9,432

24,588

18,972

General and administrative

7,455

3,388

13,511

6,927

Amortization of intangible assets

1,513

574

3,126

1,149

Total operating expenses

43,425

28,735

82,469

56,907

Operating income

36,963

27,209

74,069

46,967

Financing income (expense), net

3,568

(1,150)

4,786

(726)

Income before taxes on income

40,531

26,059

78,855

46,241

Income tax expenses

5,653

3,135

9,815

5,701

Net income for the period

34,878

22,924

69,040

40,540

Earnings per share:

Basic

1.22

0.81

2.41

1.43

Diluted

1.09

0.77

2.16

1.37

Shares used in calculation of earnings per share
(in thousands):

Basic

28,688

28,304

28,662

28,259

Diluted

31,902

29,815

31,963

29,561

NOVA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Three months ended
June 30,

Six months ended
June 30,

2022

2021

2022

2021

Cash flows from operating activities:

Net income

34,878

22,924

69,040

40,540

Adjustments to reconcile net income to net cash provided by operating activities:

     Depreciation of property and equipment

2,001

1,596

4,036

3,175

     Amortization of intangible assets

1,513

574

3,126

1,149

     Amortization of premium and accretion of discount on marketable securities, net

715

283

1,544

283

     Amortization of debt discount and issuance costs

318

1,051

638

2,085

     Share-based compensation

4,072

2,128

7,932

4,350

     Net effect of exchange rate fluctuation

2,178

(350)

2,971

12

Changes in assets and liabilities:

     Trade accounts receivables, net

(17,264)

1,613

(16,794)

5,107

     Inventories

(5,637)

(5,831)

(12,535)

(10,248)

     Other current and long-term assets

7,925

554

(8,071)

(608)

     Deferred tax assets, net

(2,331)

(1,116)

(4,940)

(1,714)

     Operating lease right-of-use assets

1,123

411

2,035

817

     Trade accounts payables

881

1,932

(1,060)

2,371

     Deferred revenues

5,266

(147)

4,522

8,874

     Operating lease liabilities

(4,332)

81

(5,138)

(1,185)

     Other current and long-term liabilities

(6,234)

587

(9,385)

4,305

     Accrued severance pay, net

10

93

71

55

Net cash provided by operating activities

25,082

26,383

37,992

59,368

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

66,872

2,461

116,504

(53,344)

Investment in marketable securities

(34,691)

(101,466)

(51,527)

(101,466)

Proceeds from maturities of marketable securities

18,428

1,200

34,198

1,200

Purchase of property and equipment

(4,239)

(1,318)

(7,957)

(1,806)

Net cash provided by (used in) investing activities

46,370

(99,123)

12,749

(155,416)

Cash flows from investment activities:

Purchases of treasury shares

(4,270)

-

(4,270)

-

Proceeds from exercise of options

82

-

82

-

Net cash used in financing activities

(4,188)

-

(4,188)

-

Effect of exchange rate fluctuations on cash and cash equivalents

(2,160)

272

(2,954)

34

Changes in cash and cash equivalents

65,104

(72,468)

43,599

(96,014)

Cash and cash equivalents - beginning of period

105,193

208,758

126,698

232,304

Cash and cash equivalents - end of period

170,297

136,290

170,297

136,290

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,
2022

March 31,
2022

June 30,
2021

GAAP gross profit

80,388

76,150

55,944

Stock-based compensation*

1,021

883

382

Acquisition-related inventory step-up

366

2,606

-

Non-GAAP gross profit

81,775

79,639

56,326

GAAP gross margin as a percentage of revenues

57 %

57 %

57 %

Non-GAAP gross margin as a percentage of revenues

58 %

59 %

58 %

GAAP operating income

36,963

37,106

27,209

Stock-based compensation*

4,072

3,860

2,128

Acquisition-related inventory step-up

366

2,606

-

Acquisition-related expenses and contingent

     consideration revaluation

2,392

1,355

-

Amortization of acquired intangible assets

1,513

1,613

574

Non-GAAP operating income

45,306

46,540

29,911

GAAP operating margin as a percentage of revenues

26 %

28 %

28 %

Non-GAAP operating margin as a percentage of revenues

32 %

35 %

31 %

GAAP net income

34,878

34,162

22,924

Stock-based compensation*

4,072

3,860

2,128

Acquisition-related inventory step-up

366

2,606

-

Acquisition-related expenses and contingent

     consideration revaluation

2,392

1,355

-

Amortization of acquired intangible assets

1,513

1,613

574

Amortization of debt discount and issuance costs

318

320

1,051

Revaluation of operating lease liabilities

(3,350)

(546)

554

Tax effect of non-GAAP adjustments

(643)

(1,883)

(345)

Non-GAAP net income

39,546

41,487

26,886

GAAP basic earnings per share

1.22

1.20

0.81

Non-GAAP basic earnings per share

1.38

1.45

0.95

GAAP diluted earnings per share

1.09

1.07

0.77

Non-GAAP diluted earnings per share

1.24

1.30

0.90

Shares used for calculation of earnings per share
(in thousands):

Basic

28,688

28,579

28,304

Diluted

31,902

31,968

29,815

* Stock-based compensation for the three months ended June 30, 2022 included in: Cost of revenues – 1,021; Research and development, net – 1,694; Sales and marketing – 756; General and administrative – 601.

NOVA LTD.

SUPPLEMENTAL INFORMATION - RECONCILIATION OF THIRD QUARTER 2022

GAAP TO NON-GAAP GUIDANCE

(Unaudited)

Low

High

Estimated GAAP net income per diluted share

0.89

1.08

Estimated non-GAAP items:

Stock-based compensation

0.15

0.15

Amortization of acquired intangible assets

0.05

0.05

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

1.06

1.25

Rehovot, Israel, August 4, 2022 – Nova (Nasdaq: NVMI), a leading innovator and a key provider of metrology solutions for advanced process control used in semiconductor manufacturing, today announced that Dror David, Chief Financial Officer, will participate in the following virtual investor conferences in August:

  • Bank of America SMID Cap Ideas Conference

Format: Virtual presentation and one-on-one meetings

When: Tuesday, Aug. 9 at 10:30 am ET

  • 3rd Annual Needham Virtual Semiconductor and SemiCap 1×1 Conference

Format: Virtual one-on-one meetings

When: Wednesday, Aug. 24 and Thursday, Aug. 25

Management will be available for one-on-one meetings during both conferences. To schedule a meeting, contact your Bank of America or Needham representative. A replay of the Bank of America presentation will be available for 90 days following the event and can be accessed through this link – https://bofa.veracast.com/webcasts/bofa/smidcap2h022/id98F310.cfm

A live webcast of the Bank of America presentation 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 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 the 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, 2021 filed with the Securities and Exchange Commission on March 1, 2022. 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.