NOVA LTD. Files 20-F Report for Fiscal Year Ended December 31, 2023

TL;DR

<b>NOVA LTD. has submitted its 20-F filing for the fiscal year 2023, detailing financial assets and tax benefits.</b>

AI Summary

NOVA LTD. (NVMI) filed a Foreign Annual Report (20-F) with the SEC on February 20, 2024. NOVA LTD. filed its annual 20-F report for the fiscal year ending December 31, 2023. The filing includes financial data and disclosures for the period. Long-lived assets include property, plant, equipment, and operating lease right-of-use assets. Unrecognized tax benefits of $2,590 and $2,412 were noted for years ended December 31, 2022 and 2021, respectively. A building under construction is not yet depreciated as it is not completed.

Why It Matters

For investors and stakeholders tracking NOVA LTD., this filing contains several important signals. This 20-F filing provides investors with a comprehensive overview of NOVA LTD.'s financial position and operational status as of December 31, 2023. The disclosure of unrecognized tax benefits and details on long-lived assets offer insights into the company's financial structure and potential future tax liabilities or assets.

Risk Assessment

Risk Level: low — NOVA LTD. shows low risk based on this filing. The filing is a standard annual report (20-F) and does not contain immediate, significant negative financial indicators, suggesting a low level of immediate risk from this specific document.

Analyst Insight

Review the detailed financial statements and notes within the 20-F filing to understand the company's performance and any potential risks or opportunities.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-02-20 — Filing Date (Filed as of date)
• 2022 — Year for Tax Benefit Data (Includes $2,590 in unrecognized tax benefits)
• 2021 — Year for Tax Benefit Data (Includes $2,412 in unrecognized tax benefits)

Key Players & Entities

• NOVA LTD. (company) — Filer of the 20-F report
• December 31, 2023 (date) — Conformed period of report
• February 20, 2024 (date) — Filed as of date
• 0001109345 (company) — Central Index Key for NOVA LTD.
• 3827 (industry) — Standard Industrial Classification for Optical Instruments & Lenses
• $2,590 (dollar_amount) — Unrecognized tax benefits for year ended December 31, 2022
• $2,412 (dollar_amount) — Unrecognized tax benefits for year ended December 31, 2021

FAQ

Risk Factors

• Unrecognized Tax Benefits [medium — financial]: The company reported unrecognized tax benefits of $2,590 for 2022 and $2,412 for 2021, presented as a reduction from deferred tax assets.
• Building Under Construction [low — operational]: A building is currently under construction and has not yet been completed, meaning depreciation has not commenced.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 20-F filing.
• 2024-02-20: Filing Date — Date the 20-F report was officially submitted to the SEC.

Glossary

Long-lived assets

Assets that are not expected to be consumed or converted into cash within one year. (Provides insight into the company's investment in physical and intangible assets.)

Filing Documents

• zk2430914.htm (20-F) — 3012KB
• exhibit_8-1.htm (EX-8.1) — 8KB
• exhibit_12-1.htm (EX-12.1) — 14KB
• exhibit_12-2.htm (EX-12.2) — 13KB
• exhibit_13-1.htm (EX-13.1) — 5KB
• exhibit_13-2.htm (EX-13.2) — 5KB
• exhibit_15-1.htm (EX-15.1) — 3KB
• exhibit_97.htm (EX-97.CLAWBACKPOLICY) — 36KB
• image0.jpg (GRAPHIC) — 232KB
• 0001178913-24-000649.txt (&nbsp;) — 13186KB
• nvmi-20231231.xsd (EX-101.SCH) — 87KB
• nvmi-20231231_cal.xml (EX-101.CAL) — 69KB
• nvmi-20231231_def.xml (EX-101.DEF) — 243KB
• nvmi-20231231_lab.xml (EX-101.LAB) — 947KB
• nvmi-20231231_pre.xml (EX-101.PRE) — 449KB
• zk2430914_htm.xml (XML) — 2548KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No TABLE OF CONTENTS Page PART I 1

Identity of Directors, Senior Management and Advisors

Item 1. Identity of Directors, Senior Management and Advisors 1

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable 1

Key Information

Item 3. Key Information 1 3A.

Selected Financial Data

Selected Financial Data 1 3B. Capitalization and Indebtedness 1 3C. Reasons for the Offer and Use of Proceeds 1 3D.

Information on the Company

Item 4. Information on the Company 32 4.A History and Development of the Company 32 4.B Business Overview 33 4.C Organizational Structure 46 4.D Property, Plant and Equipment 46

Unresolved Staff Comments

Item 4A. Unresolved Staff Comments 47

Operating and Financial Review and Prospects

Item 5. Operating and Financial Review and Prospects 47 5.A Operating Results 51 5.B Liquidity and Capital Resources 53 5.C Research and Development, Patents and Licenses, etc. 54 5.D Trend Information 58 5.E Critical Accounting Estimates 58

Directors, Senior Management and Employees

Item 6. Directors, Senior Management and Employees 60 6.A Directors and Senior Management 60 6.B Compensation 64 6.C Board Practices 67 6.D Employees 75 6.E Share Ownership 75 6.F Disclosure of Registrant's Action to Recover Erroneously Awarded Compensation. 77

Major Shareholder and Related Party Transactions

Item 7. Major Shareholder and Related Party Transactions 77 7.A Major Shareholders 77 7.B Related Party Transactions 78 7.C Interest of Experts and Counsel 80

Financial Information

Item 8. Financial Information 80 8.A Consolidated Statements and Other Financial Information 80 8.B Significant Changes 80 - i -

The Offer and Listing

Item 9. The Offer and Listing 80 9.A Offer and Listing Details 80 9.B Plan of Distribution 80 9.C Markets 80 9.D Selling Shareholders 81 9.E

Dilution

Dilution 81 9.F Expenses of the Issue 81

Additional Information

Item 10. Additional Information 81 10.A Share Capital 81 10.B Memorandum and Articles of Association 81 10.C Material Contracts 81 10.D Exchange Controls 81 10.E Taxation 99 10.F Dividends and Paying Agents 99 10.G 99 10.H Documents on Display 99 10.I Subsidiary Information 99 10.J Annual Report to Security Holders 99

Quantitative and Qualitative Disclosures About Market Risk

Item 11. Quantitative and Qualitative Disclosures About Market Risk 99 Impact of Currency Fluctuation 100

Description of Securities Other than Equity Securities

Item 12. Description of Securities Other than Equity Securities 100 PART II 101

Defaults, Dividend Arrearages and Delinquencies

Item 13. Defaults, Dividend Arrearages and Delinquencies 101

Material Modification to the Rights of Security Holders

Item 14. Material Modification to the Rights of Security Holders and Use of Proceeds 101

Controls and Procedures

Item 15. Controls and Procedures 101

[Reserved]

Item 16 [Reserved] 102

Audit Committee Financial Expert

Item 16A. Audit Committee Financial Expert 102

Code of Ethics

Item 16B. Code of Ethics 102

Principal Accountant Fees and Services

Item 16C. Principal Accountant Fees and Services 102

Exemptions from the Listing Standards for Audit Committees

Item 16D. Exemptions from the Listing Standards for Audit Committees 103

Purchases of Equity Securities by the Issuer and Affiliated

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 103

Change In Registrant's Certifying Accountant

Item 16F. Change In Registrant's Certifying Accountant 104

Corporate Governance

Item 16G. Corporate Governance 104

Mine Safety Disclosure

Item 16H. Mine Safety Disclosure 104

Disclosure Regarding Foreign Jurisdictions that Prevent

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 104

Insider Trading Plans (10b5-1)

Item 16J. Insider Trading Plans (10b5-1)

Cybersecurity

Item 16K. Cybersecurity PART III 105

Financial Statements

Item 17. Financial Statements 105

Financial Statements

Item 18. Financial Statements 105

Exhibits

Item 19. Exhibits 105

SIGNATURES

SIGNATURES - ii - INTRODUCTION In this annual report (this " Annual Report "), references to "we," "us," "our," "our business," "the Company," "Nova" and similar references refer to Nova Ltd. and, where appropriate, its consolidated subsidiaries. This annual report contains estimates, projections and other information concerning our industry and our business, as well as data regarding market research, estimates and forecasts prepared by our management. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings "Special Note Regarding Forward-Looking Statements" and Item 3.D. "Risk Factors" in this Annual Report. FORWARD – LOOKING STATEMENTS AND RISK FACTORS SUMMARY This Annual Report contains estimates and forward-looking statements, principally in the sections entitled Item 3.D. "Key Information—Risk Factors," Item 4. "Information on the Company," and Item 5. "Operating and Financial Review and Prospects." In some cases, these

forward-looking statements can be identified by words or phrases such as "may," "might," "will," "could,"

forward-looking statements can be identified by words or phrases such as "may," "might," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "seek," "believe," "estimate," "predict," "potential," "continue," "contemplate," "possible" or similar words. Statements regarding our future results of operations and financial position, growth strategy and plans and objectives of management for future operations, including, among others, expansion in new and existing markets, are forward-looking Our estimates and forward-looking statements are mainly based on our current expectations and estimates of future events and trends which affect or may affect our business, operations and industry. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are These forward-looking statements are "Key Information—Risk Factors" and elsewhere in this Annual Report. The below important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements. The below is also a summary of the risk factors described in Item 3.D "Key Information – Risk Factors" of this Annual Report. - iii - Risks Related to Economic and External Risks Increased cybersecurity threats and more sophisticated computer crime could disrupt our business. We depend on international sales, which expose us to foreign political and economic risks. We are subject to laws and regulations that could restrict our operations such as economic sanctions and export restrictions. Changes in global trade policies and other factors beyond our control may adversely impact our business, financial condition and results of operations. We may be affected by instability in the

Identity of Directors, Senior Management and

Item 1. Identity of Directors, Senior Management and Advisors Not applicable.

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable Not applicable.

Key Information

Item 3. Key Information 3A.

Selected Financial Data

Selected Financial Data [Reserved] 3B. Capitalization and Indebtedness Not applicable. 3C. Reasons for the Offer and Use of Proceeds Not applicable. 3D.

Risk Factors

Risk Factors You should carefully consider the risks described below before making an investment decision. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. The trading price and value of our ordinary shares could decline due to any of these risks, and you may lose all or part of your investment. This Annual Report also contains forward- looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this Annual Report. Economic and External Risks Increased information technology security threats and more sophisticated computer crime, could disrupt our business. Our global operations are linked by information systems, including telecommunications, the internet, our corporate intranet, network communications, email and various computer hardware and software applications. In light of information technology security threats, we have implemented network security measures and engaged the services of a cybersecurity experts to implement security policies and tools which were reviewed and discussed by our audit committee and board of directors. In the current environment, there are numerous and evolving risks with regards to cybersecurity and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. High-profile security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of hackers and cyberattacks targeting businesses such as ours. Computer hackers and others routinely attem

View Full Filing

View this 20-F filing on SEC EDGAR