Bussiness Combination

12 Months Ended

Dec. 28, 2024

Business Combination Disclosure [Text Block]

3. Business Combination:

Lumina Instruments Inc.

During the fourth quarter of 2024, the Company acquired Lumina Instruments Inc. (“Lumina”), to strengthen Onto Innovation’s inspection portfolio through the addition of Lumina’s highly differentiated laser based optical defect inspection technology. The Company paid $25.0 million in cash to acquire Lumina.

The acquisition has been accounted for using the acquisition method of accounting in accordance with FASB Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations.” Under the acquisition method of accounting, the total purchase consideration of the acquisition is allocated to the tangible assets and identifiable intangible assets acquired based on their relative fair values. The excess of the purchase consideration over the net tangible and identifiable intangible assets is recorded as goodwill, the amount of which represents the expected benefits to the Company of future technology and the knowledgeable and experienced employees who joined the Company.

The following table summarizes the purchase consideration and estimated fair values of the assets acquired and liabilities assumed:


	At Acquisition Date
	(in thousands)
Cash and cash equivalents	$	1,566
Accounts receivable		333
Inventories		908
Prepaid expenses and other current assets		14
Identifiable intangible assets		9,420
Total assets acquired		12,241
Accounts payable		(26	)
Accrued liabilities		(77	)
Deferred tax liabilities		(1,307	)
Net assets acquired		10,831
Goodwill		14,169
Total purchase consideration	$	25,000