8-K
false000070453200007045322025-05-082025-05-08

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 08, 2025

 

 

Onto Innovation Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39110

94-2276314

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

16 Jonspin Road

 

Wilmington, Massachusetts

 

01887

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (978) 253-6200

 

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 par value per share

 

ONTO

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 2.02 Results of Operations and Financial Condition.

On May 8, 2025, Onto Innovation Inc. announced in a news release its results for its fiscal first quarter ended March 29, 2025 and other related material information (the “Earnings Release”). A copy of the Earnings Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description of Exhibit

99.1

News release for Onto Innovation Inc. dated May 8, 2025, announcing financial results for its first quarter ended March 29, 2025

104

Cover Page Interaction Data File (embedded within the Inline XBRL document)

 


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 hereunto duly authorized.

 

 

 

Onto Innovation Inc.

 

 

 

 

Date:

May 8, 2025

By:

/s/ Yoon Ah Oh

 

 

 

Senior Vice President, General Counsel & Corporate Secretary

 


Exhibit 99.1

img123863179_0.jpg

 

 

Onto Innovation Reports 2025 First Quarter Results

 

Record quarterly revenue boosted by growth in advanced nodes

 

Wilmington, Mass., May 8, 2025 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced financial results for the first quarter of 2025.

 

First Quarter Financial Highlights

Record revenue of $267 million, marking the seventh consecutive quarter of growth.
GAAP gross margin of 54% and non-GAAP gross margin of 55%.
GAAP operating income of $63 million and non-GAAP operating income of $76 million.
GAAP diluted earnings per share of $1.30; non-GAAP diluted earnings per share of $1.51.
Record cash from operations of $92 million, or 35% of revenue.

 

 

First Quarter Business Highlights

 

Advanced nodes revenue doubled quarter-over-quarter, with growth across leading-edge DRAM, NAND and gate-all-around devices.
Iris film metrology revenue increased over 25% quarter-over-quarter, with full year revenue tracking to record levels driven by new customer wins.
Shipped multiple 3D bump metrology systems, with additional shipments planned in the second quarter to an expanding list of customers and applications.

 

Michael Plisinski, chief executive officer of Onto Innovation, commented, “We are pleased to report another record quarter for Onto Innovation, underscoring our strong market alignment and operational improvements, which resulted in record cash generation of 35% of revenue. The robust demand in advanced nodes is effectively demonstrating the strength of our optical metrology portfolio, while the packaging market is growing and evolving to require the need for more advanced 2D and 3D inspection and metrology solutions. Our product roadmaps are well aligned with these technology transitions expected late this year and early 2026.”

Onto Innovation Inc.
Key Quarterly Financial Data

(In thousands, except per share amounts)

 

U.S. GAAP

 

 

 

Three Months Ended

 

 

 

March 29, 2025

 

 

December 28, 2024

 

 

March 30, 2024

 

Revenue

 

$

266,607

 

 

$

263,939

 

 

$

228,846

 

Gross profit margin

 

 

54

%

 

 

50

%

 

 

52

%

Operating income

 

$

63,134

 

 

$

42,460

 

 

$

42,738

 

Net income

 

$

64,095

 

 

$

48,817

 

 

$

46,853

 

Diluted earnings per share

 

$

1.30

 

 

$

0.98

 

 

$

0.94

 

 

1

 


Exhibit 99.1

 

 

 

NON-GAAP

 

 

 

Three Months Ended

 

 

 

March 29, 2025

 

 

December 28, 2024

 

 

March 30, 2024

 

Revenue

 

$

266,607

 

 

$

263,939

 

 

$

228,846

 

Gross profit margin

 

 

55

%

 

 

55

%

 

 

52

%

Operating income

 

$

76,495

 

 

$

75,468

 

 

$

57,300

 

Net income

 

$

74,809

 

 

$

74,831

 

 

$

58,452

 

Diluted earnings per share

 

$

1.51

 

 

$

1.51

 

 

$

1.18

 

 

 

Outlook

For the second fiscal quarter ending June 28, 2025, the Company is providing the following guidance:

Revenue is expected to be in the range of $240 million to $260 million.
GAAP diluted earnings per share is expected to be in the range of $0.99 to $1.13.
Non-GAAP diluted earnings per share is expected to be in the range of $1.21 to $1.35.

 

Webcast & Conference Call Details

Onto Innovation will host a conference call at 4:30 p.m. Eastern Time today, May 8, 2025, to discuss its first quarter 2025 financial results and other matters in greater detail. To participate in the call, please dial (888) 256-1007 or International: +1 (929) 477-0448 and reference conference ID 6607568 at least five (5) minutes prior to the scheduled start time. A live webcast will also be available at www.ontoinnovation.com.

 

To listen to the live webcast, please go to the website at least fifteen (15) minutes early to register, download and install any necessary audio software. There will be a replay of the conference call available for one year on the Company’s website at www.ontoinnovation.com.

Discussion of Non-GAAP Financial Measures

In addition to information regarding the Company’s results as determined in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company has provided in this release non-GAAP financial measures, including non-GAAP gross margin as a percentage of revenue, non-GAAP operating income, non-GAAP operating expenses, non-GAAP net income, non-GAAP diluted earnings per share and non-GAAP operating margin as a percentage of revenue, which exclude amortization of intangibles, merger and acquisition-related expenses and benefits, litigation expenses and benefits and restructuring costs. Non-GAAP gross margin as a percentage of revenue, non-GAAP operating income, non-GAAP operating expenses, non-GAAP net income, non-GAAP diluted earnings per share and non-GAAP operating margin as a percentage of revenue can also exclude certain other gains and losses that are either isolated or cannot be expected to occur again with any predictability or otherwise are not representative of our ongoing operations, tax provisions/benefits related to the previous items, and significant discrete tax events. We exclude the above items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods.

We utilize several different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of our business, in making operating decisions, forecasting and planning for future periods, and determining payments under compensation programs. We consider the use of the

2

 


Exhibit 99.1

non-GAAP measures to be helpful in assessing the performance of the ongoing operations of our business. We believe that disclosing non-GAAP financial measures provides useful supplemental data that, while not a substitute for financial measures prepared in accordance with GAAP, allows for greater transparency in the review of our financial and operational performance. We also believe that disclosing non-GAAP financial measures provides useful information to investors and others in understanding and evaluating our operating results and future prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies. More specifically, management adjusts for the excluded items for the following reasons:

Amortization of intangibles: we do not acquire businesses and assets on a predictable cycle. The amount of purchase price allocated to the purchased intangible assets and the term of amortization can vary significantly and are unique to each acquisition or purchase. We believe that excluding amortization of purchased intangible assets allows the users of our financial statements to better review and understand the historic and current results of our operations, and also facilitates comparisons to peer companies.

Merger or acquisition related expenses and benefits: we incur expenses or benefits with respect to certain items associated with our mergers and acquisitions, such as transaction and integration costs, change in control payments, adjustments to the fair value of assets, etc. We exclude such expenses or benefits as they are related to acquisitions and have no direct correlation to the operation of our ongoing business.

Restructuring expenses: we incur restructuring and impairment charges on individual or groups of employed assets, which arise from unforeseen circumstances and/or often occur outside of the ordinary course of our ongoing business. Although these events are reflected in our GAAP financials, these transactions may limit the comparability of our ongoing operations with prior and future periods.

Litigation expenses and benefits: we may incur charges or benefits as well as legal costs in connection with litigation and other contingencies unrelated to our core operations. We exclude these charges or benefits, when significant, as well as legal costs associated with significant legal matters, because we do not believe they are reflective of ongoing business and operating results.

Income tax expense: we estimate the tax effect of the items identified to determine a non-GAAP annual effective tax rate applied to the pretax amount to calculate the non-GAAP provision for income taxes. We also adjust for items for which the nature and/or tax jurisdiction requires the application of a specific tax rate or treatment.

From time to time in the future, there may be other items excluded if we believe that doing so is consistent with the goal of providing useful information to investors and management.

There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies. The non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact on our reported financial results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. Investors should review the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures as provided in the tables accompanying this press release.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) which include, but are not limited to, statements regarding Onto Innovation’s business momentum and future growth; technology development, product introduction and acceptance of Onto Innovation’s products and services; Onto Innovation’s manufacturing practices and ability to deliver both products and services consistent with its customers’ demands and expectations and strengthen its market position; Onto Innovation’s expectations regarding the semiconductor market outlook; Onto Innovation’s future quarterly financial outlook; as well as other matters that are not purely historical data. Onto Innovation wishes to take advantage of the “safe harbor” provided for by the Act and cautions that actual results may differ materially from those projected as a result of various factors, including risks and uncertainties, many of which are beyond Onto Innovation’s control. Such factors

3

 


Exhibit 99.1

include, but are not limited to, the Company’s ability to leverage its resources to improve its position in its core markets; its ability to weather difficult economic environments; its ability to open new market opportunities and target high-margin markets; the strength/weakness of the back-end and/or front-end semiconductor market segments; fluctuations in customer capital spending; the Company’s ability to effectively manage its supply chain and adequately source components from suppliers to meet customer demand; the effects of political, economic, legal, and regulatory changes, including tariffs and trade disputes, or conflicts on the Company's global operations; its ability to adequately protect its intellectual property rights and maintain data security; the effects of natural disasters or public health emergencies on the global economy and on the Company’s customers, suppliers, employees, and business; its ability to effectively maneuver global trade issues and changes in trade and export regulations, tariffs and license policies; the Company’s ability to maintain relationships with its customers and manage appropriate levels of inventory to meet customer demands; and the Company’s ability to successfully integrate acquired businesses and technologies. Additional information and considerations regarding the risks faced by Onto Innovation are available in Onto Innovation’s Form 10-K report for the year ended December 28, 2024, and other filings with the Securities and Exchange Commission. As the forward-looking statements are based on Onto Innovation’s current expectations, the Company cannot guarantee any related future results, levels of activity, performance, or achievements. Onto Innovation does not assume any obligation to update the forward-looking information contained in this press release, except as required by law.

 

About Onto Innovation

Onto Innovation is a leader in process control, combining global scale with an expanded portfolio of leading-edge technologies that include: unpatterned wafer quality; 3D metrology spanning chip features from nanometer scale transistors to large die interconnects; macro defect inspection of wafers and packages; metal interconnect composition; factory analytics; and lithography for advanced semiconductor packaging. Our breadth of offerings across the entire semiconductor value chain combined with our connected thinking approach results in a unique perspective to help solve our customers’ most difficult yield, device performance, quality, and reliability issues. Onto Innovation strives to optimize customers’ critical path of progress by making them smarter, faster and more efficient. With headquarters and manufacturing in the U.S., Onto Innovation supports customers with a worldwide sales and service organization. Additional information can be found at www.ontoinnovation.com.

Source: Onto Innovation Inc.

ONTO-I

 

For more information, please contact:

Sidney Ho

+1 626.233.8431

sidney.ho@ontoinnovation.com

 

 

(Financial tables follow)

4

 


Exhibit 99.1

ONTO INNOVATION INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands) - (Unaudited)

 

 

 

March 29, 2025

 

 

December 28, 2024

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash, cash equivalents and marketable securities

 

$

850,611

 

 

$

852,328

 

Accounts receivable, net

 

 

291,583

 

 

 

308,142

 

Inventories

 

 

292,657

 

 

 

286,979

 

Prepaid expenses and other current assets

 

 

34,454

 

 

 

30,073

 

Total current assets

 

 

1,469,305

 

 

 

1,477,522

 

Net property, plant and equipment

 

 

127,152

 

 

 

123,868

 

Goodwill and intangibles, net

 

 

449,049

 

 

 

457,437

 

Other assets

 

 

69,546

 

 

 

58,264

 

Total assets

 

$

2,115,052

 

 

$

2,117,091

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

97,033

 

 

$

106,236

 

Other current liabilities

 

 

77,444

 

 

 

63,853

 

Total current liabilities

 

 

174,477

 

 

 

170,089

 

Other non-current liabilities

 

 

20,953

 

 

 

21,120

 

Total liabilities

 

 

195,430

 

 

 

191,209

 

Stockholders’ equity

 

 

1,919,622

 

 

 

1,925,882

 

Total liabilities and stockholders’ equity

 

$

2,115,052

 

 

$

2,117,091

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 


Exhibit 99.1

ONTO INNOVATION INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts) - (Unaudited)

 

 

 

Three Months Ended

 

 

 

 

March 29, 2025

 

 

March 30, 2024

 

 

Revenue

 

$

266,607

 

 

$

228,846

 

 

Cost of revenue

 

 

123,374

 

 

 

110,561

 

 

Gross profit

 

 

143,233

 

 

 

118,285

 

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

 

28,030

 

 

 

26,554

 

 

Sales and marketing

 

 

19,716

 

 

 

18,318

 

 

General and administrative

 

 

23,908

 

 

 

17,563

 

 

Amortization

 

 

8,445

 

 

 

13,112

 

 

Total operating expenses

 

 

80,099

 

 

 

75,547

 

 

Operating income

 

 

63,134

 

 

 

42,738

 

 

Interest income, net

 

 

9,266

 

 

 

7,361

 

 

Other (expense) income, net

 

 

(743

)

 

 

793

 

 

Income before provision for income taxes

 

 

71,657

 

 

 

50,892

 

 

Provision for income taxes

 

 

7,562

 

 

 

4,039

 

 

Net income

 

$

64,095

 

 

$

46,853

 

 

Earnings per share:

 

 

 

 

 

 

 

Basic

 

$

1.30

 

 

$

0.95

 

 

Diluted

 

$

1.30

 

 

$

0.94

 

 

Weighted average shares
    outstanding:

 

 

 

 

 

 

 

Basic

 

 

49,180

 

 

 

49,230

 

 

Diluted

 

 

49,408

 

 

 

49,638

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 


Exhibit 99.1

ONTO INNOVATION INC.

NON-GAAP FINANCIAL SUMMARY

(In thousands, except percentage and per share amounts) - (Unaudited)

 

 

Three Months Ended

 

 

March 29, 2025

 

March 30, 2024

 

Revenue

$

266,607

 

$

228,846

 

Gross profit

$

146,868

 

$

119,108

 

Gross margin as percentage of
   revenue

 

55

%

 

52

%

Operating expenses

$

70,373

 

$

61,808

 

Operating income

$

76,495

 

$

57,300

 

Operating margin as a
   percentage of revenue

 

29

%

 

25

%

Net income

$

74,809

 

$

58,452

 

Diluted earnings per share

$

1.51

 

$

1.18

 

 

 

 

 

 

RECONCILIATION OF U.S. GAAP GROSS PROFIT,

OPERATING EXPENSES, OPERATING INCOME, GROSS MARGIN

AND OPERATING MARGIN TO NON-GAAP GROSS PROFIT, OPERATING EXPENSES, OPERATING INCOME, GROSS MARGIN AND OPERATING MARGIN

(In thousands, except percentages) - (Unaudited)

 

 

Three Months Ended

 

 

March 29, 2025

 

March 30, 2024

 

U.S. GAAP gross profit

$

143,233

 

$

118,285

 

Pre-tax non-GAAP items:

 

 

 

 

Merger and acquisition related expenses

 

 

 

35

 

Restructuring expenses

 

3,635

 

 

788

 

Non-GAAP gross profit

$

146,868

 

$

119,108

 

U.S. GAAP gross margin as a
   percentage of
‌‌ revenue

 

54

%

 

52

%

Non-GAAP gross margin as a
   percentage of revenue

 

55

%

 

52

%

U.S. GAAP operating expenses

$

80,099

 

$

75,547

 

Pre-tax non-GAAP items:

 

 

 

 

Merger and acquisition related expenses

 

158

 

 

339

 

Restructuring expenses

 

1,123

 

 

258

 

Litigation expenses

 

 

 

30

 

Amortization of intangibles

 

8,445

 

 

13,112

 

Non-GAAP operating expenses

 

70,373

 

 

61,808

 

Non-GAAP operating income

$

76,495

 

$

57,300

 

U.S. GAAP operating margin as a
   percentage of revenue

 

24

%

 

19

%

Non-GAAP operating margin
   as a percentage of revenue

 

29

%

 

25

%

 

7

 


Exhibit 99.1

 

 

 

ONTO INNOVATION INC.

RECONCILIATION OF U.S. GAAP NET INCOME TO

NON-GAAP NET INCOME AND NON-GAAP NET INCOME PER DILUTED SHARE

(In thousands, except share and per share data) - (Unaudited)

 

 

Three Months Ended

 

 

March 29, 2025

 

March 30, 2024

 

U.S. GAAP net income

$

64,095

 

$

46,853

 

Pre-tax non-GAAP items:

 

 

 

 

Merger and acquisition related expenses

 

158

 

 

374

 

Restructuring expenses

 

4,758

 

 

1,046

 

Litigation expenses

 

 

 

30

 

Amortization of intangibles

 

8,445

 

 

13,112

 

Net tax provision adjustments

 

(2,647

)

 

(2,963

)

Non-GAAP net income

$

74,809

 

$

58,452

 

Non-GAAP diluted earnings per share
 

$

1.51

 

$

1.18

 

 

 

 

ONTO INNOVATION INC

SUPPLEMENTAL INFORMATION - RECONCILIATION OF SECOND QUARTER 2025

U.S. GAAP TO NON-GAAP GUIDANCE

 

 

Low

 

 

High

 

Estimated U.S. GAAP net income per diluted share

$

0.99

 

 

$

1.13

 

Estimated non-GAAP items:

 

 

 

 

 

Amortization of intangibles

 

0.17

 

 

 

0.17

 

Merger and acquisition related expenses

 

0.01

 

 

 

0.01

 

Restructuring expenses

 

0.07

 

 

 

0.07

 

Net tax provision adjustments

 

(0.03

)

 

 

(0.03

)

Estimated non-GAAP diluted earnings per share

$

1.21

 

 

$

1.35

 

 

 

 

 

 

 

 

 

 

####

 

 

 

 

 

8