0000950170-23-017837.txt : 20230504
0000950170-23-017837.hdr.sgml : 20230504
20230504160626
ACCESSION NUMBER: 0000950170-23-017837
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 14
CONFORMED PERIOD OF REPORT: 20230504
ITEM INFORMATION: Results of Operations and Financial Condition
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20230504
DATE AS OF CHANGE: 20230504
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: ONTO INNOVATION INC.
CENTRAL INDEX KEY: 0000704532
STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829]
IRS NUMBER: 942276314
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1226
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39110
FILM NUMBER: 23888646
BUSINESS ADDRESS:
STREET 1: 16 JONSPIN ROAD
CITY: WILMINGTON
STATE: MA
ZIP: 01887
BUSINESS PHONE: 9782536200
MAIL ADDRESS:
STREET 1: 16 JONSPIN ROAD
CITY: WILMINGTON
STATE: MA
ZIP: 01887
FORMER COMPANY:
FORMER CONFORMED NAME: Onto Innovation Inc.
DATE OF NAME CHANGE: 20191025
FORMER COMPANY:
FORMER CONFORMED NAME: NANOMETRICS INC
DATE OF NAME CHANGE: 19920703
8-K
1
onto-20230504.htm
8-K
8-K
0000704532false00007045322023-05-042023-05-04
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 04, 2023
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 4, 2023, Onto Innovation Inc. announced in a news release its results for its fiscal first quarter ended April 1, 2023 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.
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 4, 2023
By:
/s/ Yoon Ah Oh
Vice President, General Counsel & Corporate Secretary
EX-99
2
onto-ex99_1.htm
EX-99.1
EX-99
EXHIBIT 99.1
Onto Innovation Reports
2023 First Quarter Results
Wilmington, Mass., May 4, 2023 – Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced financial results for the first fiscal quarter of 2023.
2023 First Quarter Financial Highlights
•
Total revenue of $199 million.
•
GAAP operating income and GAAP net income of $29 million.
•
Non-GAAP operating income of $49 million and non-GAAP net income of $45 million.
•
GAAP diluted earnings per share of $0.59 and non-GAAP diluted earnings per share of $0.92.
•
Cash generated from operations is $50 million, representing 25% of revenue.
First Quarter Business Highlights
•
A top three semiconductor manufacturer finalized a volume purchase agreement in excess of $90 million for deliveries in 2023 for Onto’s process control portfolio.
•
Iris thin film metrology systems were delivered to 13 customers in the first quarter, expanding the number of customers and end-markets evaluating and/or purchasing these systems.
•
A total of 18 power customers placed first-time orders for new tools that spanned the entire power portfolio, which now includes: Atlas® OCD metrology; Iris thin film metrology; Echo thick metal film metrology; IVS overlay metrology; Element epitaxial metrology; Dragonfly® macro inspection; and Discover® software.
•
Two new customers selected our Dragonfly system for wafer inspection and our JetStep® 3500 stepper for substrate lithography to begin production of fan-out wafer level packaging (FOWLP).
Michael Plisinski, chief executive officer of Onto Innovation, commented, “Customer investment in advanced logic products remained strong in the quarter, with over 90% of our revenue tied to nodes from 5nm down to 2nm. Our successes in qualifications for advanced packaging lines and adding new power device customers sets the foundation for our anticipated growth as we move beyond these uncertain market conditions.”
He continued, “After extraordinary growth in 2022, we are now able to focus on strategic supply chain initiatives and other operational programs that were affected during our manufacturing ramping. During the first quarter, we reduced SG&A expenses while targeting and increasing specific product R&D programs that we believe will move our results toward our long-term operating model.”
1
Onto Innovation Inc. Key Quarterly Financial Data
(In thousands, except per share amounts)
US GAAP
April 1, 2023
December 31, 2022
April 2, 2022
Revenue
$
199,165
$
253,270
$
241,350
Gross profit margin
53
%
54
%
54
%
Operating income
$
29,035
$
61,212
$
58,744
Net income
$
29,068
$
66,214
$
53,330
Net income per diluted share
$
0.59
$
1.34
$
1.07
US NON-GAAP
April 1, 2023
December 31, 2022
April 2, 2022
Revenue
$
199,165
$
253,270
$
241,350
Gross profit margin
54
%
54
%
54
%
Operating income
$
48,895
$
76,082
$
74,264
Net income
$
45,047
$
77,544
$
65,628
Net income per diluted share
$
0.92
$
1.57
$
1.31
Outlook
For the second fiscal quarter ending July 1, 2023, the Company is providing the following guidance:
•
Revenue is expected to be $203 million plus or minus 4%.
•
GAAP diluted earnings per share is expected to be in the range of $0.47 to $0.61.
•
Non-GAAP diluted earnings per share is expected to be in the range of $0.75 to $0.90.
Webcast & Conference Call Details
Onto Innovation will host a conference call at 4:30 p.m. Eastern Time today, May 4, 2023, to discuss its first quarter 2023 financial results and other matters in greater detail. To participate in the call, please dial (888) 394-8218 or International: +1 (646) 828-8193 and reference conference ID 1186059 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
The Company has provided in this release non-GAAP financial measures, including non-GAAP operating income, non-GAAP net income, non-GAAP diluted earnings per share and non-GAAP operating margin, which exclude amortization of acquisition-related intangible assets, certain acquisition-related expenses and benefits, litigation expenses and restructuring costs. Non-GAAP operating income, non-GAAP net income, non-GAAP diluted earnings per share and non-GAAP operating margin can also exclude certain other gains and losses that are either isolated or cannot be expected to occur again with any predictability, 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.
2
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 non-GAAP measures to be helpful in assessing the performance of the ongoing operation 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 purchased intangible assets: 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 on-going business.
Restructuring charges: 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 on-going business. Although these events are reflected in our GAAP financials, these unique transactions may limit the comparability of our on-going operations with prior and future periods.
Significant litigation charges or benefits and legal costs: 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 on-going 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 in order 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 generally accepted accounting principles 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 in the United States. 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.
3
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; the benefit to customers and capabilities of Onto Innovation’s products and customer service; Onto Innovation’s ability to both deliver products and services consistent with our customers’ demands and expectations and strengthen its market position; Onto Innovation’s expectations regarding the semiconductor market outlook; Onto Innovation’s future quarterly and annual 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 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 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, such as the current COVID-19 pandemic, 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 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 31, 2022, 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: Un-patterned wafer quality; 3D metrology spanning chip features from nanometer scale transistors to large die interconnects; macro defect inspection of wafers and packages; elemental layer composition; overlay metrology; 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:
Michael Sheaffer
+1.978.253.6273
Mike.Sheaffer@OntoInnovation.com
(Financial tables follow)
4
ONTO INNOVATION INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands) - (Unaudited)
April 1, 2023
December 31, 2022
ASSETS
Current assets
Cash, cash equivalents and marketable securities
$
583,518
$
547,784
Accounts receivable, net
209,624
241,395
Inventories
338,358
324,282
Prepaid and other assets
23,596
21,411
Total current assets
1,155,096
1,134,872
Net property, plant and equipment
97,624
91,980
Goodwill and intangibles, net
524,184
538,008
Other assets
25,940
30,003
Total assets
$
1,802,844
$
1,794,863
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities
$
91,504
$
103,362
Other current liabilities
56,914
57,196
Total current liabilities
148,418
160,558
Other non-current liabilities
29,801
37,879
Total liabilities
178,219
198,437
Stockholders’ equity
1,624,625
1,596,426
Total liabilities and stockholders’ equity
$
1,802,844
$
1,794,863
5
ONTO INNOVATION INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts) - (Unaudited)
Three Months Ended
April 1, 2023
April 2, 2022
Revenue
$
199,165
$
241,350
Cost of revenue
94,190
110,327
Gross profit
104,975
131,023
Operating expenses:
Research and development
27,242
26,341
Sales and marketing
15,637
15,632
General and administrative
19,237
16,487
Amortization
13,824
13,819
Total operating expenses
75,940
72,279
Operating income
29,035
58,744
Interest income, net
3,448
377
Other expense, net
(281
)
(204
)
Income before income taxes
32,202
58,917
Provision for income taxes
3,134
5,587
Net income
$
29,068
$
53,330
Earnings per share:
Basic
$
0.60
$
1.08
Diluted
$
0.59
$
1.07
Weighted average shares outstanding:
Basic
48,788
49,437
Diluted
49,109
49,915
6
ONTO INNOVATION INC.
NON-GAAP FINANCIAL SUMMARY
(In thousands, except percentage and per share amounts) - (Unaudited)
Three Months Ended
April 1, 2023
April 2, 2022
Revenue
$
199,165
$
241,350
Gross profit
$
107,294
$
131,018
Gross margin as percentage of revenue
54
%
54
%
Operating expenses
$
58,399
$
56,754
Operating income
$
48,895
$
74,264
Operating margin as a percentage of revenue
25
%
31
%
Net income
$
45,047
$
65,628
Net income per diluted share
$
0.92
$
1.31
RECONCILIATION OF GAAP GROSS PROFIT,
OPERATING EXPENSES AND OPERATING INCOME TO NON-GAAP
GROSS PROFIT, OPERATING EXPENSES AND OPERATING INCOME
(In thousands, except percentages) - (Unaudited)
Three Months Ended
April 1, 2023
April 2, 2022
U.S. GAAP gross profit
$
104,975
$
131,023
Pre-tax non-GAAP items:
Merger and acquisition related expenses
40
(5
)
Restructuring expenses
2,279
—
Non-GAAP gross profit
$
107,294
$
131,018
U.S. GAAP gross margin as a percentage of revenue
53
%
54
%
Non-GAAP gross margin as a percentage of revenue
54
%
54
%
U.S. GAAP operating expenses
$
75,940
$
72,279
Pre-tax non-GAAP items:
Merger and acquisition related expenses
1,008
657
Restructuring expenses
2,034
—
Litigation expenses
675
1,049
Amortization of intangibles
13,824
13,819
Non-GAAP operating expenses
58,399
56,754
Non-GAAP operating income
$
48,895
$
74,264
GAAP operating margin as a percentage of revenue
15
%
24
%
Non-GAAP operating margin as a percentage of revenue
25
%
31
%
7
ONTO INNOVATION INC.
RECONCILIATION OF GAAP NET INCOME TO
NON-GAAP NET INCOME
(In thousands, except share and per share data) - (Unaudited)
Three Months Ended
April 1, 2023
April 2, 2022
U.S. GAAP net income
$
29,068
$
53,330
Pre-tax non-GAAP items:
Merger and acquisition related expenses
1,048
652
Restructuring expenses
4,313
—
Litigation expenses
675
1,049
Amortization of intangibles
13,824
13,819
Net tax provision adjustments
(3,881
)
(3,222
Non-GAAP net income
$
45,047
$
65,628
Non-GAAP net income per diluted share
$
0.92
$
1.31
ONTO INNOVATION INC
SUPPLEMENTAL INFORMATION - RECONCILIATION OF SECOND QUARTER 2023
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.