UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2021
Commission File No.: 000-30668

NOVA LTD.

(Translation of registrant’s name into English)

5 David Fikes Street, Rehovot, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Attached hereto and incorporated by way of reference herein is a press release issued by the Registrant and entitled: “Nova Reports Record Third Quarter 2021 Results”.

The GAAP financial statements tables included in the press release attached hereto are hereby incorporated by reference into the Registrant’s registration statements on Form S-8, filed with the Securities and Exchange Commission on the following dates: November 5, 2007 (File No. 333-147140); October 25, 2012 (File No. 333-184585), March 6, 2015 (File No. 333-202550); and August 25, 2017 (File No. 333-220158).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 4, 2021

NOVA LTD.
(Registrant)

By: /s/ Dror David

Dror David
Chief Financial Officer

Company Contact:

Dror David, Chief Financial Officer

Tel: +972-73-229-5760

E-mail - [email protected]

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

Investor Relations Contact:

Miri Segal MS-IR LLC

Tel: +917-607-8654

E-mail - [email protected]

Nova Reports Record Third Quarter 2021 Results

Rehovot, Israel, November 4, 2021 - Nova (Nasdaq: NVMI) today announced record financial results for the third quarter of 2021, the period ended September 30, 2021.

Third Quarter 2021 Highlights:

•

Record quarterly revenue of $112.7 million, up 62% year over year

•

Record GAAP net income of $30.3 million, or $1.02 per diluted share, up 113% year over year
on a per-share basis

•

Record non-GAAP net income of $34.5 million, or $1.16 per diluted share, up 104% year over year
on a per-share basis

•

Record materials metrology revenue driven by expanded product portfolio and new logic penetration

•

Continuous adoption of the NovaPRISM^® standalone platform across segments and customers

GAAP Results ($K)

	Q3 2021	Q2 2021	Q3 2020
Revenues	$112,713	$97,746	$69,485
Net Income	$30,335	$22,924	$13,869
Earnings per Diluted Share	$1.02	$0.77	$0.48

NON-GAAP Results ($K)

	Q3 2021	Q2 2021	Q3 2020
Net Income	$34,546	$26,886	$16,511
Earnings per Diluted Share	$1.16	$0.90	$0.57

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 remain confident in our strategy and the long-term value we create for our customers as they move towards production of next-generation devices across all technologies and segments. With the global surge in demand and the commensurate challenges to production capacity, our technology value continues to resonate strongly with a wide range of customers. This was demonstrated in the third quarter by several selection wins and by the successful proliferation of our industry-leading technologies," commented Eitan Oppenhaim, President and Chief Executive Officer. "The increasing demand for our innovative portfolio along with the current market demand, paves us the way to another outperformance year in 2021 and builds a solid momentum towards 2022."

2021 Fourth Quarter Financial Outlook

Management provided an outlook for the fourth quarter, the period ending December 31, 2021. Based on current estimates, management expects:

•

$113 million to $123 million in revenue

•

$0.78 to $0.96 in diluted GAAP EPS

•

$0.94 to $1.12 in diluted non-GAAP EPS

2021 Third Quarter Results

Total revenues for the third quarter of 2021 were $112.7 million, an increase of 15% compared with the second quarter of 2021 and an increase of 62% compared with the third quarter of 2020.

Gross margin in the third quarter of 2021 was 58%, compared with 57% in the second quarter of 2021 and 57% in the third quarter of 2020.

Operating expenses in the third quarter of 2021 were $29.7 million, compared with $28.7 million in the second quarter of 2021 and $24.1 million in the third quarter of 2020.

On a GAAP basis, the Company reported net income of $30.3 million, or $1.02 per diluted share, in the third quarter of 2021. This is compared with net income of $22.9 million, or $0.77 per diluted share, in the second quarter of 2021, and net income of $13.9 million, or $0.48 per diluted share, in the third quarter of 2020.

On a non-GAAP basis, the Company reported net income of $34.5 million, or $1.16 per diluted share, in the third quarter of 2021. This is compared with net income of $26.9 million, or $0.90 per diluted share, in the second quarter of 2021, and net income of $16.5 million, or $0.57 per diluted share, in the third quarter of 2020.

Conference Call Information

Nova will host a conference call today, November 4, 2021, 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

2:30 p.m. Israel Time

Please reference conference ID: 10016821

The conference call will also be webcast live from a link on (https://viavid.webcasts.com/starthere.jsp?ei=1503947&tp_key=bf95aab94b)

A replay of the conference call will be available from November 4, 2021 at 11:30 a.m. Eastern Time to November 11, 2021 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: 10016821

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 metrology solutions for advanced process control used in semiconductor manufacturing. Nova delivers continuous innovation by providing state-of-the-art high-performance metrology solutions for effective process control throughout the semiconductor fabrication lifecycle. Nova's product portfolio, which combines high-precision hardware and cutting-edge software, provides its customers with deep insight into the development and production of the most advanced semiconductor devices. Nova's unique capability to deliver innovative X-ray and optical solutions 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 around the world. Additional information may be found at Nova website link - https://www.novami.com/.

Nova is traded on the 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, 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 be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements. Factors that may affect our results, performance, circumstances or achievements include, but are not limited to, the following: catastrophic events such as the outbreak of COVID-19; increased information technology security threats and sophisticated computer crime; foreign political and economic risks; changes in U.S. trade policies; inability to protect intellectual property; open source technology exposure; failure to compete effectively or to respond to the rapid technological changes; consolidation in our industry; difficulty to predict the length and strength of any downturn or expansion period of the market we target; factors that adversely affect the pricing and demand for our product lines; dependency on a small number of large customers; dependency on a single manufacturing facility per product line; dependency on a limited number of suppliers; lengthy sales cycle and customer delays in orders; political, economic, and military instability in Israel; risks related to our convertible notes; currency fluctuations; and quarterly fluctuations in our operating results. We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading "Risk Factors" in Nova's Annual Report on Form 20-F for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 1, 2021. These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission. Nova 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	September 30, 2021		December 31, 2020
Current assets
Cash and cash equivalents		72,127		232,304
Short-term interest-bearing bank deposits		258,970		191,567
Marketable securities		78,889		-
Trade accounts receivable, net		64,630		63,314
Inventories		73,390		61,734
Other current assets		10,056		9,782
Total current assets		558,062		558,701
Non-current assets
Marketable securities		120,940		-
Interest-bearing bank deposits		3,536		2,547
Restricted interest-bearing bank deposits		1,750		1,476
Deferred tax assets		5,117		2,869
Other long-term assets		571		462
Severance pay funds		1,253		1,281
Operating lease right-of-use assets		28,570		29,109
Property and equipment, net		32,791		34,168
Intangible assets, net		3,336		5,059
Goodwill		20,114		20,114
Total non-current assets		217,978		97,085
Total assets		776,040		655,786
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Convertible senior notes, net		181,962		-
Trade accounts payable		29,008		24,096
Deferred revenues		31,910		4,717
Operating lease current liabilities		4,153		3,703
Other current liabilities		35,754		28,418
Total current liabilities		282,787		60,934
Non-current liabilities
Convertible senior notes, net		-		178,808
Accrued severance pay		3,745		3,719
Operating lease long-term liabilities		31,039		31,905
Other long-term liability		9,923		8,882
Total non-current liabilities		44,707		223,314
Shareholders' equity		448,546		371,538
Total liabilities and shareholders' equity		776,040		655,786

NOVA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three months ended September 30,					Nine months ended September 30,
	2021			2020		2021			2020
Revenues:
Products		92,552			54,757		237,128			147,579
Services		20,161			14,728		57,464			45,514
Total revenues		112,713			69,485		294,592			193,093
Cost of revenues		47,475			29,828		125,480			82,493
Gross profit		65,238			39,657		169,112			110,600
Operating expenses:
Research and development, net		15,858			12,957		45,717			37,262
Sales and marketing		9,145			7,406		28,117			21,232
General and administrative		4,135			3,141		11,062			11,505
Amortization of acquired intangible assets		574			625		1,723			1,877
Total operating expenses		29,712			24,129		86,619			71,876
Operating income		35,526			15,528		82,493			38,724
Financing income (expense), net		(889	)		846		(1,615	)		2,261
Income before tax on income		34,637			16,374		80,878			40,985
Income tax expenses		4,302			2,478		10,003			6,735
Net income for the period		30,335			13,896		70,875			34,250

Earnings per share:
Basic		1.07			0.49		2.50			1.22
Diluted		1.02			0.48		2.39			1.18

Shares used for calculation of earnings per share (in thousands):
Basic		28,429			28,168		28,316			28,080
Diluted		29,858			29,020		29,660			28,933

NOVA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

	Three months ended September 30,						Nine months ended September e 30,
	2021			2020			2021			2020
Cash flows from operating activities:
Net income	$	30,335		$	13,896		$	70,875		$	34,250
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		1,619			1,474			4,794			4,303
Amortization of intangible assets		574			625			1,723			1,877
Amortization of premium and accretion of discount on marketable securities, net		570			-			853			-
Amortization of debt discount and issuance costs		1,069			-			3,154			-
Share-based compensation		2,642			1,946			6,992			4,718
Net effect of exchange rate fluctuation		(63	)		(618	)		(51	)		(397	)
Changes in assets and liabilities:
Trade accounts receivables, net		(6,423	)		3,360			(1,316	)		10,506
Inventories		(2,245	)		(6,582	)		(12,493	)		(15,052	)
Other current and long-term assets		(276	)		484			(884	)		5,223
Deferred tax assets, net		(534	)		(182	)		(2,248	)		(728	)
Operating lease right-of-use assets		374			352			1,191			956
Trade accounts payables		2,527			1,362			4,898			2,027
Deferred revenues		18,319			2,626			27,193			1,535
Operating lease liabilities		117			(865	)		(1,068	)		(1,255	)
Other current and long-term liabilities		4,027			3,050			8,332			5,622
Accrued severance pay, net		(1	)		42			54			192
Net cash provided by operating activities		52,631			20,970			111,999			53,777
Cash flows from investment activities:
Change in short-term and long-term interest-bearing bank deposits		(15,335	)		(13,139	)		(68,679	)		(46,141	)
Investment in marketable securities		(107,261	)		-			(208,727	)		-
Proceed from sales and maturities of marketable securities		6,521			-			7,721			-
Purchase of property and equipment		(760	)		(1,713	)		(2,566	)		(4,873	)
Net cash used in investing activities		(116,835	)		(14,852	)		(272,251	)		(51,014	)
Cash flows from financing activities:
Purchases of treasury shares		-			-			-			(2,549	)
Proceeds from exercise of options		11			114			11			367
Net cash used in financing activities		11			114			11			(2,182	)
Effect of exchange rate fluctuations on cash and cash equivalents		30			596			64			384
Decrease in cash and cash equivalents		(64,163	)		6,828			(160,177	)		965
Cash and cash equivalents - beginning of period		136,290			25,885			232,304			31,748
Cash and cash equivalents - end of period	$	72,127		$	32,713		$	72,127		$	32,713

NOVA LTD.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS

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

	Three months ended
	September 30, 2021			June 30, 2021			September 30, 2020
GAAP gross profit		65,238			55,944			39,657
Stock-based compensation expenses *		557			382			414
Non-GAAP gross profit		65,795			56,326			40,071
GAAP gross margin as a percentage of revenues		58	%		57	%		57	%
Non-GAAP gross margin as a percentage of revenues		58	%		58	%		58	%

GAAP operating income		35,526			27,209			15,528
Stock-based compensation expenses *		2,642			2,128			1,946
Amortization of acquired intangible assets		574			574			625
Non-GAAP operating income		38,742			29,911			18,099
GAAP operating margin as a percentage of revenues		32	%		28	%		22	%
Non-GAAP operating margin as a percentage of revenues		34	%		31	%		26	%

GAAP net income		30,335			22,924			13,896
Stock-based compensation expenses *		2,642			2,128			1,946
Amortization of acquired intangible assets		574			574			625
Amortization of debt discount and issuance costs		1,069			1,051			-
Revaluation of operating lease liabilities		217			554			161
Tax effect of non-GAAP adjustments		(291	)		(345	)		(117	)
Non-GAAP net income		34,546			26,886			16,511

GAAP basic earnings per share		1.07			0.81			0.49
Non-GAAP basic earnings per share		1.22			0.95			0.59

GAAP diluted earnings per share		1.02			0.77			0.48
Non-GAAP diluted earnings per share		1.16			0.90			0.57

Shares used for calculation of earnings per share (in thousands):
Basic		28,429			28,304			28,168
Diluted		29,858			29,815			29,020

* Stock-based compensation expenses for the three months ended September 30, 2021 included in – Cost of revenues - 557; Research and development expenses, net – 1,025; Sales and marketing expenses – 476; General and administrative expenses – 584

NOVA LTD.
SUPPLEMENTAL INFORMATION - RECONCILIATION OF FOURTH QUARTER 2021
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 expenses		0.11			0.11
Amortization of acquired intangible assets		0.02			0.02
Amortization of debt discount and issuance costs		0.04			0.04
Tax effect of non-GAAP adjustments		(0.01	)		(0.01	)
Estimated non-GAAP net income per diluted share		0.94			1.12