Nova .(NVMI) - 2025 Q2 - Quarterly Report

FORM 6-K Filing Details Report Information NOVA LTD. filed Form 6-K for August 2025, incorporating a press release announcing record Q2 2025 financial results and referencing GAAP statements into Form S-8 filings - NOVA LTD. filed a Form 6-K for August 2025, attaching a press release titled 'Nova Reports Record Second Quarter 2025 Financial Results'[1][2] - The GAAP financial statements from the attached press release are incorporated by reference into the Registrant's registration statements on Form S-8[3] Signatures The Form 6-K report was signed by Guy Kizner, Chief Financial Officer of NOVA LTD., on August 7, 2025 - The report was signed by Guy Kizner, Chief Financial Officer of NOVA LTD., on August 7, 2025[5][6] Second Quarter 2025 Financial Performance Overview Q2 2025 Highlights Nova reported record Q2 2025 financial results, exceeding guidance with significant YoY increases in revenue, GAAP, and non-GAAP net income, driven by Foundry/Logic and chemical metrology demand - Nova reported record quarterly revenue of $220 million, a 40% increase YoY[12] - Record GAAP net income of $68.3 million ($2.14 per diluted share) and non-GAAP net income of $70.4 million ($2.20 per diluted share), representing YoY increases of 52% and 37% respectively[12] - Revenue growth was driven by record sales from Foundry/Logic due to demand for unique metrology solutions in advanced nodes, and record chemical metrology sales driven by HBM demand and expanding adoption of front-end chemical solutions[12] Q2 2025 GAAP Financial Highlights (in thousands) | | Q2 2025 | Q1 2025 | Q2 2024 | |:---|:---|:---|:---| | Revenues | $219,989 | $213,356 | $156,858 | | Net Income | $68,291 | $64,823 | $45,142 | | Earnings per Diluted Share | $2.14 | $2.03 | $1.41 | Q2 2025 Non-GAAP Financial Highlights (in thousands) | | Q2 2025 | Q1 2025 | Q2 2024 | |:---|:---|:---|:---| | Net Income | $70,400 | $69,958 | $51,956 | | Earnings per Diluted Share | $2.20 | $2.18 | $1.61 | Management Commentary President and CEO Gaby Waisman highlighted record revenue and earnings, attributing success to strong client adoption of advanced tools and market alignment, anticipating outperformance of the WFE market in 2025 - Gaby Waisman, President and CEO, expressed pride in record revenue and earnings, noting top-line performance at the high end of guidance and earnings outpacing profit outlook[13] - Advanced tools achieved impressive client adoption and endorsement, driving regional and diverse product segment penetration[13] - Nova expects to outperform WFE (Wafer Fab Equipment) in 2025, powered by positive customer momentum and an advanced portfolio aligned with market demand[13] Detailed Q2 2025 Financial Results Nova's Q2 2025 revenues reached $220 million, marking a 3% increase QoQ and a 40% increase YoY, with a gross margin of 57.8% and strong growth in both GAAP and non-GAAP net income and diluted EPS - Total revenues for Q2 2025 were $220 million, an increase of 3% compared to Q1 2025 and 40% compared to Q2 2024[14] Key Financial Metrics (QoQ & YoY Comparison) | Metric | Q2 2025 | Q1 2025 | Q2 2024 | |:---|:---|:---|:---| | Gross margin | 57.8% | 57.3% | 59.0% | | Operating expenses | $61.6 million | $59.1 million | $46.9 million | | GAAP net income | $68.3 million | $64.8 million | $45.1 million | | GAAP diluted EPS | $2.14 | $2.03 | $1.41 | | Non-GAAP net income | $70.4 million | $70.0 million | $52.0 million | | Non-GAAP diluted EPS | $2.20 | $2.18 | $1.61 | Third Quarter 2025 Financial Outlook Management projects Q3 2025 revenues between $215 million and $227 million, with diluted GAAP EPS expected at $1.77 to $1.97 and diluted non-GAAP EPS between $2.02 and $2.22 Q3 2025 Financial Outlook | Metric | Range | |:---|:---|\ | Revenue | $215 million to $227 million | | Diluted GAAP EPS | $1.77 to $1.97 | | Diluted non-GAAP EPS | $2.02 to $2.22 | Company Information and Disclosures About Nova Nova is a leading innovator in material, optical, and chemical metrology solutions for advanced process control in semiconductor manufacturing, traded on Nasdaq and TASE under NVMI - Nova is a key provider of material, optical, and chemical metrology solutions for advanced process control in semiconductor manufacturing[22] - The company's product portfolio combines high-precision hardware and cutting-edge software to provide deep insight into developing and producing advanced semiconductor devices[22] - Nova's solutions enable customers to improve performance, enhance product yields, and accelerate time to market[22] - Nova is traded on the Nasdaq and TASE, with Nasdaq ticker symbol NVMI[22] Use of Non-GAAP Adjusted Financial Measures Nova uses non-GAAP financial measures, excluding items like amortization of acquired intangible assets and stock-based compensation, to provide supplemental operational insights, though these are not a substitute for GAAP - Non-GAAP financial measures exclude items such as amortization of acquired intangible assets, inventory step-up, stock-based compensation expenses, and acquisition-related expenses[23] - Management believes these non-GAAP measures provide meaningful supplemental information by reflecting operational results and enhancing the evaluation of Nova's performance before charges or benefits considered outside ongoing operating results[23] - The presentation of non-GAAP financial information is not intended to be considered in isolation or as a substitute for GAAP financial information[23] Forward-Looking Statements This press release contains forward-looking statements regarding future events and performance, subject to known and unknown risks and uncertainties that could cause actual results to differ materially, with no obligation for Nova to update this information - The press release contains forward-looking statements relating to future events or performance, such as anticipated growth opportunities and projections about business, revenues, expenses, and profitability[24] - These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially, including increased IT security threats, foreign political and economic risks, market instability, and risks related to doing business with China[24] - Nova Ltd. does not assume any obligation to update the forward-looking information contained in this press release[24] Conference Call Information Nova hosted a conference call on August 7, 2025, to discuss its second quarter 2025 financial results and outlook, with details provided for live attendance and replay options - Nova hosted a conference call on August 7, 2025, at 8:30 a.m. Eastern Time, to discuss Q2 2025 financial results and outlook[19][20] - The conference call was accessible via U.S. toll-free, Israel toll-free, and international dial-in numbers, and a live webcast on Nova's website[20] - A replay of the conference call was available from August 7, 2025, until August 14, 2025, via dial-in, and for 90 days on Nova's website[21] Condensed Consolidated Financial Statements (Unaudited) Balance Sheets As of June 30, 2025, Nova's total assets increased to $1,533,626 thousand from $1,390,422 thousand at December 31, 2024, driven by non-current assets and a substantial increase in shareholders' equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | December 31, 2024 | Change | |:---|:---|:---|:---| | Total assets | $1,533,626 | $1,390,422 | +$143,204 | | Total current assets | $901,357 | $901,949 | -$592 | | Total non-current assets | $632,269 | $488,473 | +$143,796 | | Total current liabilities | $350,953 | $388,230 | -$37,277 | | Total non-current liabilities | $86,263 | $74,397 | +$11,866 | | Shareholders' equity | $1,096,410 | $927,795 | +$168,615 | - Significant increases in non-current assets were observed, including marketable securities (+$61,707k), intangible assets (+$18,953k), and goodwill (+$42,419k)[27] Statements of Operations For the three months ended June 30, 2025, Nova reported total revenues of $219,989 thousand, a 40.2% increase YoY, with net income growing 51.3% YoY to $68,291 thousand and diluted EPS reaching $2.14 Condensed Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | Three months ended June 30, 2025 | Three months ended June 30, 2024 | YoY Change | |:---|:---|:---|:---| | Products revenues | $177,829 | $124,596 | +42.7% | | Services revenues | $42,160 | $32,262 | +30.7% | | Total revenues | $219,989 | $156,858 | +40.2% | | Gross profit | $127,246 | $92,561 | +37.5% | | Total operating expenses | $61,603 | $46,943 | +31.2% | | Operating income | $65,643 | $45,618 | +43.9% | | Net income for the period | $68,291 | $45,142 | +51.3% | | Diluted EPS | $2.14 | $1.41 | +51.8% | Statements of Cash Flows For the six months ended June 30, 2025, net cash provided by operating activities was $114,210 thousand, with significant investing activities including a $56,355 thousand acquisition and $20,002 thousand used for treasury share purchases Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Change | |:---|:---|:---|:---| | Net cash provided by operating activities | $114,210 | $119,767 | -$5,557 | | Net cash used in investing activities | $(94,718) | $(96,992) | +$2,274 | | Net cash provided by financing activities | $(20,002) | - | N/A | | Cash and cash equivalents and restricted cash - end of period | $160,881 | $130,353 | +$30,528 | - Investing activities included a $56,355 thousand acquisition of a subsidiary, net of acquired cash, and significant investments in marketable securities[31] - Financing activities included $20,002 thousand for purchases of treasury shares[31] Reconciliation of GAAP to Non-GAAP Financial Measures Historical GAAP to Non-GAAP Reconciliation Nova provides a detailed reconciliation of GAAP to non-GAAP financial results for Q2 2025, Q1 2025, and Q2 2024, showing higher non-GAAP gross profit, operating income, and net income due to adjustments like stock-based compensation and amortization of acquired intangible assets GAAP to Non-GAAP Reconciliation Highlights (in thousands, except percentage and per share data) | Metric | Q2 2025 (GAAP) | Q2 2025 (Non-GAAP) | Q2 2024 (GAAP) | Q2 2024 (Non-GAAP) | |:---|:---|:---|:---|:---|\ | Gross profit | $127,246 | $131,964 | $92,561 | $95,640 | | Gross margin % | 58% | 60% | 59% | 61% | | Operating income | $65,643 | $75,038 | $45,618 | $53,353 | | Operating margin % | 30% | 34% | 29% | 34% | | Net income | $68,291 | $70,400 | $45,142 | $51,956 | | Diluted EPS | $2.14 | $2.20 | $1.41 | $1.61 | - Key non-GAAP adjustments for Q2 2025 included $6,257 thousand for stock-based compensation, $2,228 thousand for amortization of acquired intangible assets, and $910 thousand for acquisition-related inventory step-up[33] Q3 2025 GAAP to Non-GAAP Guidance Reconciliation Nova provided a reconciliation for its Q3 2025 diluted EPS guidance, outlining non-GAAP adjustments such as stock-based compensation, amortization of acquired intangible assets, and their tax effects Q3 2025 GAAP to Non-GAAP Diluted EPS Guidance Reconciliation (in U.S. dollars) | Metric | Low | High | |:---|:---|:---|\ | Estimated GAAP net income per diluted share | $1.77 | $1.97 | | Estimated non-GAAP items: | | | | Stock-based compensation | $0.20 | $0.20 | | Amortization of acquired intangible assets | $0.09 | $0.09 | | Amortization of issuance costs | $0.01 | $0.01 | | Tax effect of non-GAAP adjustments | $(0.05) | $(0.05) | | Estimated non-GAAP net income per diluted share | $2.02 | $2.22 |