ONTO - NYSE

Good day, and welcome to the Onto Innovation Second Quarter Earnings Release Conference Call. Today's conference is being recorded. At this time, I'd like to turn the conference over to Sidney Ho. Please go ahead.

Thank you, Justin, and good afternoon, everyone. Onto Innovation issued its 2025 second quarter financial results this afternoon after the market closed. Our service provider business wise has technical issues disseminating the release, but you can find it on the SEC website at sec.gov or on our company's website in the investors Intesa section. Joining us on the call today are Michael Plisinski, Chief Executive Officer; and Brian Roberts, Chief Financial Officer. I would like to remind you that the statements made by management on this call will contain forward-looking statements within the meaning of the federal securities laws. Those statements are subject to a range of changes, risks and uncertainties that can cause actual results to vary materially. For more information regarding the risk factors that may impact Onto Innovation's results, I would encourage you to review our earnings release and our SEC filings. Onto Innovation does not undertake the obligation to update these forward-looking statements in light of new information or future events. Today's discussion of our financial results will be presented on a non-GAAP financial basis, unless otherwise specified. As a reminder, a detailed reconciliation between GAAP and non-GAAP results can be found in today's earnings release. Let me now turn the call over to our CEO, Mike Plisinski. Mike?

Thank you, Sidney. Good afternoon, everyone, and thank you for joining us on our call today. Onto Innovation delivered a strong second quarter with revenue and operating margin, both exceeding the midpoint of our guidance range. More importantly, we made excellent progress in new product adoption and announced a strategic agreement to acquire several synergistic product lines from Semilab International a deal we expect to close in the coming months pending standard U.S. and Hungarian regulatory approvals. This transaction with Semilab expands our portfolio of inspection and metrology systems by adding electrical surface metrology surface charge metrology and materials analysis technology. These additions will allow us to address new challenges facing our advanced nodes and advanced packaging customers as they adopt more exotic materials for use in 3D architectures. For example, the growing demand and complexity for disaggregated devices is creating a need to measure unwanted residual charge on chiplet circuitry. These charges, if not detected, can impact yield when chiplets from different sources are placed on substrates and packaged. Likewise, for new gate designs in both logic and memory electrical metrology may provide critical insights into gate performance far earlier in the process. The importance of these technologies is reflected in the portfolio is approximately 20% annual growth over the last 5 years, a growth for outperforming WFE during that period. The acquired product lines are projected to add over $130 million in annual revenue be immediately accretive to both gross and operating margin and increase first year earnings per share by more than 10% with an implied price to EBITDA ratio of 10x. It is clear that this transaction will enhance shareholder value. Now let's turn to our quarterly highlights and our thoughts about the back half of the year. As we discussed on our call in May, following 10% year-over-year growth for the first half of 2025, we're preparing for a third quarter revenue to represent a low watermark for the business. However, our discussions with customers continue to support a revenue rebound in the fourth quarter, consistent with revenue levels we reported in the first 2 quarters of this year. So let's begin with specialty devices and advanced packaging markets. AI packaging remains a key driver for us with innovations in architecture, substrates and interconnect shrinks, creating new opportunities for Dragonfly systems in both 3D and 2D applications. We'll start with the need for high-resolution inspection, where our next-generation Dragonfly platform achieved a significant milestone in the quarter when we successfully validated the platform's optical performance and scan time against our key customers' comprehensive new requirements for 2.5D logic packaging. Our Dragonfly platform performed exceptionally well, passing all tests and customer pull remains strong. In fact, we are seeing pull from several additional customers exploring the need for more advanced inspection while maintaining the flexibility to serve other applications through the other sensors. As a result, we now expect to ship next gen Dragonfly systems to several customers in the second half of the year. Demand is also growing for our subsurface inspection for use in die stacking process control and die crack inspection memory and logic applications as well as wafer bonding applications for void and delamination detection. We expect demand to nearly double in the second half over the first half of the year, with most shipments expected in the fourth quarter. Likewise, demand for 3Di technology is increasing with tools shipped to more than 10 different customers across an expanding list of applications, including memory logic OSATs and specialty devices. The precision and speed of the 3Di is showing advantages not only in traditional applications, but also in solving new challenges. For example, in 2.5D logic packaging, the control of chip pipe and flatness is critical to downstream processes. Our 3Di in conjunction with other Dragonfly sensors, will provide critical data used to control this step in next-generation AI packaging architectures. Also in the quarter, the performance of 3Di expanded our 2D position in co-packaged optics with a win over alternative technologies to measure multiple high parameters critical to production of these devices. Though nascent today, the benefit in power savings and performance, particularly for hyperscalers, is expected to drive a 30% CAGR over the next 5 years. In summary, we expect a sharp acceleration in AI logic packaging revenue in the fourth quarter, with revenue increasing at least 50% quarter-over-quarter. This improved expectation has reduced the anticipated decline in this area by half from what we had initially projected in May. Together, with an expected recovery in power revenue specialty device and advanced packaging revenue in the fourth quarter will likely approach peak levels seen in 2024. Now turning to the advanced node market. Second quarter revenue from memory markets remained strong, led by increased investments in NAND, while DRAM remained near record levels. Gate-all-around revenue, which has grown by more than 50% year- over-year did slow in the second quarter as expected. However, we are quite pleased to expand our position in this market by recently winning both Atlas OCD and Iris films orders totaling over $20 million from a new customer moving aggressively to release gate all around technology. We expect much of this revenue in the fourth quarter. The continued expansion of our common films business is creating a nice backdrop for the adoption of our new Iris G2 platform, specifically designed to serve the estimated $500 million critical films market. As previously discussed, advanced node spending is expected to pause in the third quarter. However, customers continue to indicate a meaningful uptick in the fourth quarter across memory and logic. For the full year, we expect advanced nodes revenue will nearly double as compared to 2024. And as we think about fourth quarter revenue, we are confident that we will see a rebound to levels more consistent with what we have reported in the first and second quarters of this year. This is based upon constructive discussions with customers meaningful acceleration in AI packaging spend and an uptick in advanced nodes from what's expected in the third quarter. So before we move into the financials, I want to take a moment to welcome our new CFO, Brian Roberts. Brian brings over 2 decades of experience as a public company CFO with a track record of driving financial performance and creating value for stakeholders. His operational rigor and depth of experience are important assets to the team as we build a far more resilient and flexible global operations, while at the same time, strengthening our overall financial foundation. With that, let me turn the call to Brian to review our financial highlights and provide third quarter guidance. Brian?

Thanks, Mike. Good afternoon, everyone. I'm excited to be here as part of the Onto Innovation team and look forward to meeting or renewing acquaintances with many of you over the coming quarters. As Mike highlighted, we delivered a solid second quarter with revenue of $253.6 million or an increase of about 5% year-over- year. Gross margin for the second quarter was 54.5%. Excluding approximately $1.1 million of expense incurred in the quarter due to tariffs, gross margin would have been approximately 55%. Operating margin of 25.9% was near the high end of our expected range and was a result of productivity gains in R&D and operations. Finally, earnings per share for the quarter was $1.25, reflecting approximately $0.01 of impact due to unfavorable foreign exchange loss and a $0.02 impact caused by an increase in the effective tax rate to 16%. At a market level for the second quarter, we recorded advanced nodes revenue of $89 million or 35% of Q2's revenue. Specialty devices and advanced packaging revenue was $117 million, which represents 46% of revenue and software and services revenue was $48 million or 19% of revenue. Cash from operations was $58 million, representing cash conversion of 95% of our non-GAAP net income in the quarter. We ended the quarter with approximately $895 million of cash and investments, representing an increase of $44 million from Q1. Given the pending acquisition of certain product lines from Semilab, we did not repurchase shares in the second quarter. Once the acquisition closes, which is expected to happen in the coming months, we will pay Semilab $475 million in cash and issued 706,215 shares of our common stock. The value of the total transaction based upon Onto's closing price as of June 27, 2025, was approximately $545 million. Now turning to our outlook for the third quarter. Revenue for the third quarter is expected to be in the range of $210 million to $225 million. This reflects the anticipated slowdown in advanced node spending that has been previously communicated. As Mike detailed, we are expecting a sharp acceleration in AI packaging spend in the fourth quarter, which gives us confidence that Q4 revenue will return to a level more consistent with what we reported in the first and second quarters of 2025. Gross margin in the third quarter is expected to be in the range of 53% to 55%, which includes an anticipated 1 percentage point impact due to tariffs. Excluding tariffs, gross margin for the third quarter is expected to remain flat with Q2 levels. With tariffs still at the forefront of today's news, let me take a minute to provide a brief overview of our tariff exposure. Today, we incurred tariffs primarily in 2 buckets. Inbound tariffs on components we source into the United States, which accounts for about 90% of our cost and outbound tariffs primarily on parts sold into other markets within our services business. We are not currently exposed to tariffs on the sale of our tooling equipment to our customers due to executive orders signed back in April. We expect to incur tariff expense of approximately $2 million to $3 million in each of the third and fourth quarters, primarily due to inbound tariffs. To further mitigate remaining tariff exposure, we are aggressively installing manufacturing capability alongside partners into several Asian markets to build out our region for region strategy. The team has done a tremendous job and expects to begin shipments of tools from these new facilities in the third quarter, with roughly half of our product volume shipped internationally by the first half of 2026. This move to better serve our international customers with a regional-based manufacturing approach, continued sourcing improvements and applying for duty drawback approvals, will result in expected 2026 tariff exposure to be negligible. The one caveat, of course, is that it is based upon the various orders and regulations in effect as of today. We will continue to monitor closely the tariff environment and adjust as necessary. Turning to operating margins. Given the lower revenue expected in the third quarter, we will likely experience a temporary decrease in operating margin to a range of 18% to 21%. While the team has put short-term controls in place to reduce discretionary spend in Q3, we are taking a prudent approach to not significantly impact the operating cost structure, especially in R&D, which could impact our ability to meet customer needs in Q4 and in 2026. With the anticipated rebound in revenue in the fourth quarter, we would expect operating margins to also return to a range consistent with the first 2 quarters of 2025. Earnings per share for Q3 is expected in the range of $0.75 to $0.95. This assumes an estimated tax rate of approximately 15% and about 49 million shares outstanding. This guidance does not include any anticipated impacts from the pending semi lab acquisition. And with that, let me turn it back to Mike for some closing thoughts before we take your questions.

Thank you, Brian. In summary, let me leave you with what I believe are the key takeaways from our performance to date and what we expect over the remainder of the year. First, we're quite pleased with the progress we are making across our portfolio, particularly in submicron 2D inspection, where we can now meet or exceed our customers' performance requirements. We're also encouraged by the growing opportunities in 3D interconnect and gate metrology as well as in common and critical films. Second, we are looking forward to the addition of new surface charge metrology and materials characterization technologies to our portfolio and the potential for new value creation to our customers. The acquisition is expected to be immediately accretive to both our or our margins and EPS, and that's not including synergies that we will discuss after the deal closes. Third, and as Brian noted, the ramp-up of our region-for-region strategy will allow us to better serve our global customer base while also improving our operational resilience mitigate tariff-related exposure and provide meaningful improvements to our financial performance in 2026. Finally, an acceleration in AI packaging spend will drive fourth quarter revenue back to a level consistent with the first and second quarter of this year. With the many advancements we are making to our portfolio organically and through strategic acquisitions, we believe we are well positioned to delight our customers and expand our overall share, setting the table for a stronger 2026. And now, Justin, let's open the call for questions from our covering analysts.

[Operator Instructions] And the first question today comes from Craig Ellis with B. Riley Securities.

Brian, welcome aboard. I look forward to meeting you and interacting. Mike, I wanted to start by following up on the encouraging comments you had about next gen Dragonfly in 2 areas. One, you talked about significant milestones being attained with a key customer. I was hoping for a little bit more color there and just what some of the next steps are with that customer? And then secondly, you talked about new customer revenue opportunities with this product later this year. I was hoping you could elaborate there, too.

Sure, Craig. So from the -- we'll start with the first customer. The milestone was significant because what we did, and we told -- we said in the last call that we were starting to run samples for customers. That proved successful. Now we ran some very stringent tests, very controlled test for the customers, which demonstrated not only the resolution capability or the optical performance from a detection standpoint but also from a throughput standpoint. And of course, these requirements weren't just for what's in production today, but for what they need in the years ahead. So passing those milestones was significant. As to next steps, we're still solidifying the system, making sure it performs as it is now over months of testing, reliability testing, et cetera, et cetera, so that we'll be ready to ship a high-quality product on time for the customer. And as for the other opportunities, we see in other markets, and remember, we mentioned out this was designed for front-end applications to go after and open up the front- end macro market. But we're also seeing other customers in memory, et cetera, looking for potential high-resolution inspection to solve other yield issues. So the applications vary customer to customer, but the performance of the of the Dragonfly and the demos have been very, very strong. And so the results have been very positive, and we are getting increased demand for the tools to be able to ship this year. So we've actually started to bring in inventory and increase our production plans to ship, like I mentioned on the call, more tools this year than just the ones planned for the first customer.

Yes. That's great to hear. Congratulations on the progress. And secondly, great to see the business bouncing back in the fourth quarter, the confidence the company has -- what I wanted to do is understand if the business gets back to those first half levels that implies a range of $250 million to $267 million what would make the difference between coming in closer to the low end versus coming in the high end? And are there any particular programs that you're looking at as being critical to achieving that rebound?

Thanks, Craig. I think the range is less driven by the programs and more by the customer demands. We've seen a lot of movements. So we've seen pull-ins from some customers. We've seen some publicized -- publicly announced pushouts. And as I mentioned in the prepared remarks, we've seen an increase in demand on our AI packaging, so for tools to support a packaging. So as you know, this is a tough industry to predict. So I think the Q4 will solidify, and the real variables are in the customer demand. Less so are -- we're not actually planning on any of our current programs driving the Q4 revenue number. So the new releases in the in the Iris films and in the Dragonfly next gen, et cetera, et cetera, those are all baked into the 2026, our view of 2026. And Q4 is really around just the strong demand we're seeing for the current products, Yes, and the nice backlog that we have.

And our next question will come from Matthew Prisco with Cantor.

I want to hit on this next-gen dragon fly as well. It sounds like making great progress there. So just for clarification, do you still expect the evaluation tool to be in customers' hands for year-end? And do you still think that decision comes in first half '26? And then given the progress you've made, how are you thinking about potential to regain share there as we move through 2016 and this to move into production?

Yes. We are definitely planning to ship tools this year, and we are on track for that. And as I mentioned, we're actually increasing the number of tools we expect to ship this year based on based on the strong demand drivers we see. I mentioned in the last call, because this customer is well familiar with our tools, the cut-in period will not be as long as it typically would be for a brand-new tool. So in the discussions we've had with the customers, there are various areas of performance they want to verify in production. And after that happens, they've indicated they would be willing to move this into volume orders. So I think the guidance we've given has been conservative and so far.

Great. And then you mentioned '26 quickly at the end of your prepared remarks. So just looking into next year, how are you thinking about Onto's growth potential maybe relative to the market? And how do you rank order the top growth drivers into next year and maybe some areas that could be expected headwinds?

Well, for sure, we think the Dragonfly, the next-gen Dragonfly will be a strong driver. There's a lot of applications that it's that we're finding interest in. We mentioned a few, not just for the high-resolution inspection, but also for the subsurface inspection, 3Di. So there's a lot of applications expanding needs for the Dragonfly that I think is going to drive. From a growth percentage -- because that's much bigger. But from a growth percentage, we're pretty excited about the progress in the films market as well. So really good progress on the adoption of Iris for common films used in both the front end and packaging. We're seeing more demand on the packaging side. We also are making progress with the with the introduction of our second-generation Iris designed for critical films. And we expect to be shipping a tool to a top 3 manufacturer in the next few months for that application.

And our next question will come from Brian Chin with Stifel.

And Brian, welcome to the call. Maybe to follow up on some of the prior questions. It sounds like Dragonfly for subsurface defect inspection is a pretty big factor in terms of that Q4 rise in revenue. Is that mainly to one customer? Is it like a new application on that customer's road map? If you could just provide some clarity.

No, it's actually not one customer. It's several customers. And as we mentioned, we've been expanding the applications. So I think I talked about die stacking process control. So you can imagine memory is die stacking. There are other die stacking applications, 2.5D Logic has also got some alignment challenges with die and substrate and multiple substrates. So we've got basically the AI packaging type applications, but we also have applications that we're seeing in the specialty devices, particularly in power, that is taking advantage of the subsurface defect inspection. And we also mentioned early adopters of wafer bonding or some of the pilot lines focused on wafer bonding applications. We're also seeing demand for the level of sensitivity and throughput we can offer with our subsurface inspection. So it's quite a variety, and that's good, and we continue to find new applications.

Okay. Great. And then relating to the next generation Dragonfly, and it's a good announcement that you're shipping to multiple customers or plan to later in the second half. Just curious, Mike, how important do you think this platform is to defending your existing positions in HBM inspection?

I think it's quite important. The platform is probably the most significant -- it's probably the most significant inspection platform we've released. And that includes the shift from the old AXi NSX, the strobing based platform to the TDI technology, which was the start of the super flies, Dragonfly and Firefly. So I'd say this is even more significant transition than that. The capabilities in the optical systems, the illumination, the camera, the algorithms that have changed and improved -- this is a really big step forward as it was designed. I mentioned in the call several times. We started this effort several years back, 3 years ago, and now it's being accelerated and coming to fruition, and we've been quite happy with the results coming off the way for demos that we've seen.

Great. If I can sneak one last quick one in. Just in terms of the Q4 demand packaging up significantly. What you think advanced nodes maybe is rebounding as stronger in Q4. Would you -- if you had to put a finer point on it, do you think it's more DRAM digestion oriented? Is it time to foundry logic, something else?

Well, I think it's a couple of factors. And one of them ties to just our expanded position or wallet share in each of these market. So as a customer, let's say, adds only 5,000 or 10,000 wafer starts, we might have had a handful of OCD tools. And now we're getting a handful of OCD tools, some film tools and integrated metrology as well. So our wallet share has been increasing as we demonstrate the value of that optical metrology ecosystem. So that's one thing. In addition, the win at the gate all around customer, which concluded both the OCD and the films metrology, that's a significant increase for the fourth quarter, mostly in the fourth quarter.

And we will take a question from Blayne Curtis with Jefferies.

Actually, I wanted to go back to the AI packaging. I was wondering if you can give us some color. If you look at the overall segment, 117 is [indiscernible] to down 9%. Maybe you could just give us a little color as to between those 2 pieces within that, AI packaging and the specialty, how that trend versus overall. And then I really want to know in the acceleration this logic packaging. Is it the existing main customer? Or are you seeing strength from additional OSAT customers?

Good question. Most of it is the existing main customer. But we are seeing orders from OSATs in support of -- essentially that customer are in support of the 2.5D Logic packaging. So it's both, but I would say mostly it's from the existing customer, and it's a lot of these new applications. And also as we mentioned before, the Dragonfly does a lot of different serves a lot of different application segments within that customer.

Yes, got you. And then I'm just curious, you talked about your new Dragonfly meeting the specs of the customer. I mean I guess I was a little bit surprised when your existing tool couldn't meet the specs of CoWoS cells. So when you look at the road map, I mean, how much visibility do you have for the CoWoS road map over the next several years beyond the current iteration? And will that tool also be able to solve the same amount of steps?

Yes. It's certainly designed for several generations ahead, and the customer input has been confirming that. So we've been working very, very closely with the customers on the development on the specifications on the requirements for this tool. But again, this tool was designed to go after front-end applications, so much, much more advanced than where the packaging area was and still is, frankly. So I think we've got plenty of runway with the existing technology as we're being released -- as we're designing and releasing it, but also the road maps extend that even further. And there's several aspects to those road maps as peers go by, and we're continuing to innovate and develop that we'll be able to continue to maintain that position.

And moving on to David Duley with Steelhead Securities.

I was wondering if you might be able to elaborate a little bit more on Semilab, and it was great that you gave us some ideas of what the products and applications might be. But I think I seem to remember in the press release that you're trying to target the products at advanced nodes. So that kind of indicates, I think, that there are more trailing edge nodes or specialty nodes. Could you just elaborate on kind of what you think your road map will be as far as targeting advanced nodes? And what sort of sales synergies that you might have with your own tools?

So we gave a little bit of hint in the prepared remarks. We think there's opportunities in the metrologies for more advanced gate structures. So looking at the electrical characteristics of residual charges left in the gate and maybe using that combined with our acoustic metrology to provide some, let's say, prediction of gate performance before you go to a final test or a probing somewhere in the middle of the process. So I think that's one area on the advanced node side, but there's also advanced packaging applications. And I think the materials characterization component is an area that we will -- as we run that through our channels to market. We may find new opportunities, not just in power semi or the specialty devices, but also in advanced node applications. I mean the use of exotic materials, complex materials and the interaction between layers and how these materials are stacking up, that's an area of concern for customers. And if by combining some of their sensor capabilities and our AI diffract modeling technology, we can unlock additional capability from the tools, that's a big value to our customers. So that's why we said the synergies will talk about post-closing when we have an opportunity to bring the engineering teams together and look in more detail of what we can actually achieve. But even as it is, as straight as the systems are, they're serving a wide range of markets that we also are serving. So packaging, specialty power, and so there's synergies right there.

Okay. And then just kind of 2 follow-on questions. Could you just comment about what you think the HBM spend will be in the second half of the year and 2026, if possible? And then I have to ask about panel lithography. I've noticed -- someone's got to ask about it, Mike. Team Taiwan seems to have actually agreed upon a substrate size and there just seems like a lot more articles about moving and adoption of rectangular panels. So I was just curious if you might be able to comment.

Yes. Thanks for asking. We're actually planning to ship 2 steppers this quarter. So it's good you asked. And hopefully, additional quarters for the end of the year. So that's on the litho side. From the substrate or the new panel size, yes, it's clear the market is going to the square substrate. Obviously, our stepper was designed for large panels, so 500 x 500, 650 x 650 even larger, and we are getting customer interest and even larger. From a positioning in the team Taiwan opportunity, that's going to be tougher, given the cost structure and the performance of the system. So that's not really the focus of our step or it's the much larger sizes as well. I think what it does though is demonstrates the importance of moving to square processing, especially as the chiplet architectures become more widely adopted. So I think that's positive. And when we look at the rest of our process control equipment, we are very aggressively preparing for the new Square substrate panel processing. So I think we're quite excited about that and have nearly our entire suite of process control tools being geared up to support that process. And on HBM, we expect it to be roughly flat towards the first half. So relatively stable.

Do you think it grows next year?

I would say -- I would have said yes. But I think now with the announcement of 100% tariffs and there's so much uncertainty and how that really ripples through markets and decisions from customers. I think it's premature to give too much color on the 2026 right now.

And we'll take a question from Edward Yang with Oppenheimer.

Welcome aboard, Brian. Look forward to working with you. My question is also on Semilab, and that looked like a very attractive asset, and you picked it up at a very reasonable multiple. So just wanted to understand better why was it available? You mentioned it growing at a 20% CAGR. Is that the expected growth rate you expect for 2026 as well. And was it onto Semilab that wanted it to be more cash heavy versus equity in terms of the price paid?

Obviously, these deals take a long time to come to fruition. So there's a lot of discussions going on. And as the stock adjusted, obviously, on to view of our stock was such that we wanted to shift this to much more cash. And the Semilab team agreed and we struck the deal. Not 100% cash, they still wanted a portion of the upside that they thought they would capture from the Onto stock. And the other question?

The growth rate for 2026, do you expect that to be aligned with the 20% CAGR?

We expect this to be -- we'll give more clarity as we move into next year and we do the closing and whatnot. But we do expect it to be above-average growth, let's say that for us.

Got it. And my follow-up question, first of all, congrats on swinging the momentum on the market share side. It sounds like you're enjoying a lot of positive momentum. Just wanted to put the -- your comments on 3Di metrology in the right context. So did you displace an incumbent there? And are these 10 customers that you gained in 3Di using your product in the typical high-performance computing applications that we associate in that segment?

So in most of the applications, and we didn't go into a lot of the traditional applications where we mentioned the memory logic and the OSATs, et cetera, that would be all displacing an incumbent. So that would be competitive wins. In the example of the co-packaged optics. I believe it, yes, it was also a competitive win, so displacing an incumbent. In the case of the 2.5D logic, that unique application, the customer tried many different ways to solve that that problem with many different customers. And it was a combination of our Dragonfly sensors that ultimately resulted in the right solution with the precision they required. So that was sort of a new application based on the capabilities we were able to deliver.

And that does conclude the question-and-answer session. I'll now hand the conference back over to you.

Thanks, Justin. We will be participating in a number of investor conferences throughout the quarter. We look forward to seeing many of you there. A replay of the call today will be available on our website at approximately 7:30 Eastern Time this evening. We'd like to thank you for your continued interest in Onto Innovation. Justin, please wrap up the call.