ONTO INNOVATION INC. 10-Q

Item 1. Financial Statements ONTO INNOVATION INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended Six Months Ended June 27, June 30, June 27, June 30, 2020 2019 2020 2019 Revenue $ 134,948 $ 61,511 $ 274,876 $ 122,403 Cost of revenue 63,363 29,600 140,660 58,473 Gross profit 71,585 31,911 134,216 63,930 Operating expenses: Research and development 22,167 10,659 43,094 21,199 Sales and marketing 11,869 5,798 24,940 10,524 General and administrative 15,916 9,649 36,063 18,407 Amortization 13,703 387 27,435 774 Total operating expenses 63,655 26,493 131,532 50,904 Operating income 7,930 5,418 2,684 13,026 Interest income, net 686 860 1,896 1,666 Other (expense) income, net ( 1,198 ) ( 157 ) ( 1,166 ) 224 Income before provision for income taxes 7,418 6,121 3,414 14,916 Provision (benefit) for income taxes ( 6 ) 595 394 1,814 Net income $ 7,424 $ 5,526 $ 3,020 $ 13,102 Earnings per share: Basic $ 0.15 $ 0.22 $ 0.06 $ 0.52 Diluted $ 0.15 $ 0.22 $ 0.06 $ 0.52 Weighted average shares outstanding: Basic 48,736 25,032 49,417 24,977 Diluted 49,014 25,250 49,782 25,227 The accompanying notes are an integral part of these financial statements. 1 Table of Contents ONTO INNOVATION INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited) Three Months Ended Six Months Ended June 27, June 30, June 27, June 30, 2020 2019 2020 2019 Net income $ 7,424 $ 5,526 $ 3,020 $ 13,102 Other comprehensive income (loss), net of tax: Change in net unrealized gains on available-for-sale marketable securities 795 114 269 209 Change in currency translation adjustments 2,495 316 264 ( 202 ) Other comprehensive income 3,290 430 533 7 Total comprehensive income $ 10,714 $ 5,956 $ 3,553 $ 13,109 The accompanying notes are an integral part of these financial statements. 2 Table of Contents ONTO INNOVATION INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) June 27, 2020 December 31, 2019 ASSETS Current Assets: Cash and cash equivalents $ 129,388 $ 130,673 Marketable securities 182,673 189,563 Accounts receivable, less allowance of $ 1,665 and $ 1,247 137,529 123,656 Inventories, net 171,836 176,134 Prepaid expenses and other current assets 23,486 21,638 Total current assets 644,912 641,664 Property, plant and equipment, net 95,517 98,420 Goodwill 307,626 307,148 Identifiable intangible assets, net 344,569 371,953 Deferred income taxes 1,285 1,456 Other assets 22,863 27,939 Total assets $ 1,416,772 $ 1,448,580 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 34,318 $ 27,738 Accrued liabilities 35,131 26,204 Deferred revenue 15,656 12,629 Other current liabilities 13,610 19,172 Total current liabilities 98,715 85,743 Deferred and other tax liabilities 66,271 67,040 Other non-current liabilities 30,577 31,771 Total liabilities 195,563 184,554 Commitments and contingencies Stockholders’ equity: Common stock 49 50 Additional paid-in capital 1,223,068 1,269,437 Accumulated other comprehensive loss ( 65 ) ( 598 ) Accumulated deficit ( 1,843 ) ( 4,863 ) Total stockholders’ equity 1,221,209 1,264,026 Total liabilities and stockholders’ equity $ 1,416,772 $ 1,448,580 The accompanying notes are an integral part of these financial statements. 3 Table of Contents ONTO INNOVATION INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 27, June 30, 2020 2019 Cash flows from operating activities: Net income $ 3,020 $ 13,102 Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: Amortization of intangibles 27,435 774 Depreciation 6,240 2,363 Share-based compensation 8,730 3,836 Acquired inventory step-up amortization 10,173 — Provision for doubtful accounts and inventory valuation 3,108 1,003 Other, net 1,102 ( 222 ) Changes in operating assets and liabilities ( 12,937 ) ( 11,066 ) Net cash and cash equivalents provided by operating activities 46,871 9,790 Cash flows from investing activities: Purchases of marketable securities ( 140,364 ) ( 38,227 ) Proceeds from sales of marketable securities 147,473 33,186 Cash received from convertible note receivable 2,848 — Purchases of property, plant and equipment ( 2,609 ) ( 2,654 ) Net cash and cash equivalents provided by (used in) investing activities 7,348 ( 7,695 ) Cash flows from financing activities: Purchase of common stock ( 52,000 ) ( 744 ) Tax payments related to shares withheld for share-based compensation plans ( 3,279 ) ( 749 ) Payment of contingent consideration for acquired business ( 435 ) ( 1,121 ) Issuance of shares through share-based compensation plans 179 160 Net cash and cash equivalents used in financing activities ( 55,535 ) ( 2,454 ) Effect of exchange rate changes on cash and cash equivalents 31 ( 71 ) Net decrease in cash and cash equivalents ( 1,285 ) ( 430 ) Cash and cash equivalents at beginning of period 130,673 112,388 Cash and cash equivalents at end of period $ 129,388 $ 111,958 Supplemental disclosure of cash flow information: Income taxes paid $ 3,463 $ 209 The accompanying notes are an integral part of these financial statements. 4 Table of Contents ONTO INNOVATION INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) (Unaudited) Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Shares Amount Capital Loss Deficit Total Balance at December 31, 2019 50,184 $ 50 $ 1,269,437 $ ( 598 ) $ ( 4,863 ) $ 1,264,026 Issuance of shares through share-based compensation plans, net 240 — 164 — — 164 Repurchase of common stock ( 1,250 ) ( 1 ) ( 33,613 ) — — ( 33,614 ) Net loss — — — — ( 4,404 ) ( 4,404 ) Share-based compensation — — 3,955 — — 3,955 Share-based compensation plan withholdings ( 42 ) — ( 1,565 ) — — ( 1,565 ) Currency translation — — — ( 2,231 ) — ( 2,231 ) Unrealized loss on investments — — — ( 526 ) — ( 526 ) Balance at March 28, 2020 49,132 $ 49 $ 1,238,378 $ ( 3,355 ) $ ( 9,267 ) $ 1,225,805 Issuance of shares through share-based compensation plans, net 279 — 15 — — 15 Repurchase of common stock ( 632 ) — ( 18,385 ) — — ( 18,385 ) Net income — — — — 7,424 7,424 Share-based compensation — — 4,775 — — 4,775 Share-based compensation plan withholdings ( 55 ) — ( 1,715 ) — — ( 1,715 ) Currency translation — — — 2,495 — 2,495 Unrealized gain on investments — — — 795 — 795 Balance at June 27, 2020 48,724 $ 49 $ 1,223,068 $ ( 65 ) $ ( 1,843 ) $ 1,221,209 Common Stock Additional Paid-in Accumulated Other Comprehensive Retained Earnings (Accumulated Shares Amount Capital Loss Deficit) Total Balance at December 31, 2018 24,855 $ 31 $ 369,893 $ ( 1,263 ) $ ( 6,773 ) $ 361,888 Issuance of shares through share-based compensation plans, net 83 — — — — — Repurchase of common stock ( 30 ) — ( 744 ) — — ( 744 ) Net income — — — — 7,576 7,576 Share-based compensation — — 2,163 — — 2,163 Share-based compensation plan withholdings ( 22 ) — ( 598 ) — — ( 598 ) Currency translation — — — ( 518 ) — ( 518 ) Unrealized gain on investments — — — 95 — 95 Balance at March 31, 2019 24,886 $ 31 $ 370,714 $ ( 1,686 ) $ 803 $ 369,862 Issuance of shares through share-based compensation plans, net 143 — 160 — — 160 Net income — — — — 5,526 5,526 Share-based compensation — — 1,673 — — 1,673 Share-based compensation plan withholdings ( 5 ) — ( 151 ) — — ( 151 ) Currency translation — — — 316 — 316 Unrealized gain on investments — — — 114 — 114 Balance at June 30, 2019 25,024 $ 31 $ 372,396 $ ( 1,256 ) $ 6,329 $ 377,500 The accompanying notes are an integral part of these financial statements. 5 Table of Contents ONTO INNOVATION INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) (Unaudited) NOTE 1. Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared by Onto Innovation Inc. (the “Company,” or “Onto”, “we”, “our”, or “us”) and in the opinion of management reflect all adjustments, consisting of normal recurring accruals, necessary for their fair presentation in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Preparing financial statements requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual amounts could differ materially from reported amounts. The interim results for the three and six months ended June 27, 2020 are not necessarily indicative of results to be expected for the entire year or any future periods. This interim financial information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (“2019 Form 10-K”) filed with the Securities and Exchange Commission (“SEC”) on February 25, 2020. The accompanying Condensed Consolidated Balance Sheet at December 31, 2019 has been derived from the audited consolidated financial statements included in the 2019 Form 10-K. As further discussed in Note 2 of the Notes to the Condensed Consolidated Financial Statements, Rudolph Technologies, Inc. (“Rudolph”) and Nanometrics Incorporated (“Nanometrics”) completed a merger effective October 25, 2019 (the “Merger”). Upon consummation of the Merger, the combined company was renamed Onto Innovation Inc. The Merger was accounted for as a reverse acquisition where Rudolph was the accounting acquirer and Nanometrics was the legal acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations”. Accordingly, Rudolph’s historical results of operations replaced the Nanometrics historical results of operations for all periods prior to the Merger. Specifically, the accompanying Condensed Consolidated Financial Statements for all periods prior to the Merger are those of Rudolph and for the period after the Merger, also include Nanometrics. The Condensed Consolidated Financial Statements reflect the assets and liabilities of Rudolph at historical cost basis and the assets and liabilities of Nanometrics are reflected at fair value under the acquisition method. While Rudolph applied the acquisition method of accounting to Nanometrics, the legal capital in the current and prior periods has been retroactively adjusted to reflect the legal capital of Nanometrics. Accordingly, earnings per share has been retroactively restated for periods prior to the merger date. On February 28, 2020, the Company’s Board of Directors determined it is in the best interests of the Company to change its fiscal year end from December 31 to a 52-53 week fiscal year ending on the Saturday closest to December 31. The change is intended to align the Company’s fiscal periods more closely with industry peers and improve comparability. The Company made the fiscal year change on a prospective basis and has not adjusted operating results for prior periods. The change affects the prior year comparability of the Company’s fiscal quarters in 2020 and results in shifts in the quarterly periods, which has not had, and is not expected to have, a material impact on quarterly financial results. The second fiscal quarter of 2020 began on March 29, 2020 and ended June 27, 2020 and is referred to throughout this Quarterly Report on Form 10-Q as the “three months ended June 27, 2020” or the “second quarter of 2020.” The Company’s current fiscal year will end on December 26, 2020. Reclassifications In conjunction with the Merger, the Company assessed the need to realign its financial statement presentation and certain income statement classifications were adjusted with prior periods reclassified to conform with current period presentation. The changes made were as follows: • Amounts related to sales and marketing are now presented on a separate line on the Condensed Consolidated Statements of Operations and were previously reported under the caption “Selling, general and administrative.” • Amounts related to applications engineering are now presented under the caption, “Sales and marketing” on the Condensed Consolidated Statements of Operations and were previously reported under the caption “Research and development.” Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant 6 Table of Contents estimates made by management that are evaluated on an ongoing basis include the allowances for doubtful accounts and convertible notes receivable, excess and obsolete inventory, fair value of assets acquired and liabilities assumed in a busines s combination, recoverability and useful lives of property, plant and equipment and identifiable intangible assets, recoverability of goodwill, recoverability of deferred tax assets, liabilities for product warranty, contingencies, including litigation res erves and share-based payments and liabilities for tax uncertainties. Actual results could differ from those estimates. These estimates and assumptions are based on historical experience and on various other factors which the Company believes to be reasonable under the circumstances. The Company may engage third-party valuation specialists to assist with estimates related to the valuation of financial instruments, assets and stock awards associated with various contractual arrangements. Such estimates often require the selection of appropriate valuation methodologies and significant judgment. Actual results could differ from these estimates under different assumptions or circumstances and such differences could be material. The Company also assessed the impacts of COVID-19 on the above accounting matters as of June 27, 2020 and through the date of this report. While there was not a material impact as of and for the quarter ended June 27, 2020, future actual magnitude and duration of COVID-19, as well as other associated factors, could result in material negative impacts to its condensed consolidated financial statements in future reporting periods. Recent Accounting Pronouncements Recently Adopted Effective January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” This ASU is part of the Financial Accounting Standard Board’s (“FASB”) larger disclosure framework project intended to improve the effectiveness of financial statement footnote disclosure. ASU No. 2018-13 modifies required fair value disclosures related primarily to Level 3 investments. This ASU is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods. The adoption of ASU No. 2018-13 did not have a material impact on the Company’s consolidated financial position, results of operations, and cash flows. Effective January 1, 2020, the Company adopted ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.” This ASU amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under Accounting Standards Codification (“ASC”) 718. The ASU is effective for the fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. The adoption of ASU No. 2017-09 did not have a material impact on the Company’s consolidated financial position, results of operations, and cash flows. Effective January 1, 2020, the Company adopted ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which represents a credit loss standard that changes the impairment model for most financial assets and certain other financial instruments. Specifically, this guidance requires entities to utilize a new “expected loss” model as it relates to trade receivables, notes receivable and other commitments to extend credit held by a reporting entity . In addition, entities are required to recognize an allowance for estimated credit losses on available-for-sale debt securities, regardless of the length of time that a security has been in an unrealized loss position. This guidance is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual reporting periods, with early adoption permitted. The adoption of ASU No. 2016-13 did not have a material impact on the Company’s consolidated financial position, results of operations, and cash flows. Recently Issued In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill and allocating consolidated income taxes to separate financial statements of entities not subject to income tax. ASU No. 2019-12 is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this new standard on its consolidated financial position, results of operations, and cash flows. Recently issued accounting guidance not discussed above is not applicable or is not expected to have a material impact to the Company’s consolidated financial position, results of operations, and cash flows. 7 Table of Contents NOTE 2. Business Combination Rudolph and Nanometrics completed the Merger effective October 25, 2019. The Company accounted for the Merger as a reverse acquisition, using the acquisition method of accounting in accordance with U.S. GAAP, with Rudolph being treated as the accounting acquiring entity. The acquired assets and liabilities of Nanometrics were recorded at their respective fair values including an amount for goodwill, which represents the purchase price paid in excess of the fair value of the net tangible and intangible assets acquired and liabilities assumed, and is attributable primarily to expected synergies, economies of scale and the assembled workforce of Nanometrics. The following table summarizes the preliminary allocation of the total purchase consideration to the initial estimated fair values of the assets acquired and liabilities assumed as of October 25, 2019, as well as adjustments aggregating $ 0 and $ 478 to other non-current liabilities during the three and six months ended June 27, 2020: Cash and cash equivalents $ 43,882 Marketable securities 94,389 Account receivables 49,917 Inventories 98,478 Prepaid expenses and other current assets 7,734 Property, plant and equipment 77,451 Operating lease right-of-use assets 9,658 Identifiable intangible assets 374,900 Deferred income taxes 1,352 Other assets 850 Total assets acquired 758,611 Accounts payable ( 23,361 ) Payroll and related expenses ( 20,290 ) Deferred revenue ( 5,931 ) Other current liabilities ( 10,739 ) Income taxes payable ( 2,699 ) Other non-current liabilities ( 90,591 ) Net assets acquired 605,000 Goodwill 285,131 Total purchase consideration $ 890,131 NOTE 3. Fair Value Measurements The Company applies a three-level valuation hierarchy for fair value measurements. This hierarchy prioritizes the inputs into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability. Level 3 inputs are unobservable inputs based on management’s assumptions used to measure assets and liabilities at fair value. A financial asset’s or liability’s fair value measurement classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. 8 Table of Contents The following tables provide the assets and liabilities carried at fair value measured on a recurring basis at June 27, 2020 and December 31, 2019: Fair Value Measurements Using Carrying Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 27, 2020 Assets: Available-for-sale debt securities: Municipal notes and bonds $ 64,599 $ — $ 64,599 $ — U.S. treasury securities 4,996 4,996 — — Asset-backed securities 15,557 — 15,557 — Certificates of deposit 35,799 — 35,799 — Commercial paper 26,491 — 26,491 — Corporate bonds 35,231 — 35,231 — Total assets $ 182,673 $ 4,996 $ 177,677 $ — Liabilities: Contingent consideration - acquisitions $ 134 $ — $ — $ 134 Foreign currency forward contracts 139 — 139 — Total liabilities $ 273 $ — $ 139 $ 134 December 31, 2019 Assets: Available-for-sale debt securities: Municipal notes and bonds $ 81,108 $ — $ 81,108 $ — Asset-backed securities 10,779 — 10,779 — Certificates of deposit 30,507 — 30,507 — Commercial paper 30,708 — 30,708 — Corporate bonds 36,461 — 36,461 — Foreign currency forward contracts 120 — 120 — Total assets $ 189,683 $ — $ 189,683 $ — Liabilities: Contingent consideration - acquisitions $ 569 $ — $ — $ 569 Total liabilities $ 569 $ — $ — $ 569 The Company’s available-for-sale debt securities classified as Level 1 are based on quoted prices that are available in active markets. The U.S. Treasury securities are measured based on quoted market prices. Level 2 are valued using observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency. The foreign currency forward contracts are primarily measured based on the foreign currency spot and forward rates quoted by the banks or foreign currency dealers. Investment prices are obtained from third party pricing providers, which model prices utilizing the above observable inputs, for each asset class. Level 3 liabilities consisted of contingent consideration related to an acquisition for which the Company uses a discounted cash flow model to value these liabilities. The Level 3 assumptions used in the discounted cash flow model for the contingent consideration included projected revenue, timing of cash flows and estimates of discount rates. 9 Table of Contents This table presents a reconciliation of the Contingent consideration - acquisitions liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 27, 2020: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance at December 31, 2019 $ 569 Additions — Payments ( 435 ) Transfer into (out of) Level 3 — Balance at June 27, 2020 $ 134 See Note 4 for additional discussion regarding the fair value of the Company’s marketable securities. Fair Value of Other Financial Instruments The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates fair value because of the short-term maturity of these instruments. The estimated fair value of these obligations is based, primarily, on a market approach, comparing the Company’s interest rates to those rates the Company believes it would reasonably receive upon re-entry into the market. Judgment is required to estimate the fair value using available market information and appropriate valuation methods. NOTE 4. Marketable Securities The Company has evaluated its investment policies and determined that all of its marketable securities, which are comprised of debt securities, are to be classified as available-for-sale. The Company’s available-for-sale debt securities are carried at fair value, with the unrealized gains and losses reported in Stockholders’ equity under the caption “Accumulated other comprehensive loss.” Realized gains and losses on available-for-sale securities are included in “Other (expense) income, net” on the Condensed Consolidated Statements of Operations. The Company records other-than-temporary impairment charges for its available-for-sale debt securities when it intends to sell the securities, it is more-likely-than not that it will be required to sell the securities before a recovery, or when it does not expect to recover the entire amortized cost basis of the securities. The cost of securities sold is based on the specific identification method. The Company has determined that the gross unrealized losses on its marketable securities at June 27, 2020 and December 31, 2019 are temporary in nature. The Company reviews its investment portfolio to identify and evaluate marketable securities that have indications of possible impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, credit quality and the Company’s ability and intent to hold the securities for a period of time sufficient to allow for any anticipated recovery in market value. 10 Table of Contents At June 27, 2020 and December 31, 2019, marketable securities are categorized as follows: Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value June 27, 2020 Municipal notes and bonds $ 64,366 $ 235 $ 2 $ 64,599 U.S. treasury securities 4,996 — — 4,996 Asset-backed securities 15,479 78 — 15,557 Certificates of deposit 35,798 18 17 35,799 Commercial paper 26,474 19 2 26,491 Corporate bonds 35,022 211 2 35,231 Total marketable securities $ 182,135 $ 561 $ 23 $ 182,673 December 31, 2019 Municipal notes and bonds $ 80,926 $ 188 $ 6 $ 81,108 Asset-backed securities 10,767 12 — 10,779 Certificates of deposit 30,500 7 — 30,507 Commercial paper 30,707 1 — 30,708 Corporate bonds 36,409 52 — 36,461 Total marketable securities $ 189,309 $ 260 $ 6 $ 189,563 The amortized cost and estimated fair value of marketable securities classified by the maturity date listed on the security, regardless of the Condensed Consolidated Balance Sheets classification, is as follows at June 27, 2020 and December 31, 2019: June 27, 2020 December 31, 2019 Amortized Cost Fair Value Amortized Cost Fair Value Due within one year $ 144,394 $ 144,797 $ 152,649 $ 152,852 Due after one through five years 37,741 37,876 36,660 36,711 Due after five through ten years — — — — Due after ten years — — — — Total marketable securities $ 182,135 $ 182,673 $ 189,309 $ 189,563 The following table summarizes the estimated fair value and gross unrealized holding losses of marketable securities, aggregated by investment instrument and period of time in an unrealized loss position, at June 27, 2020 and December 31, 2019: In Unrealized Loss Position For Less Than 12 Months In Unrealized Loss Position For Greater Than 12 Months Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses June 27, 2020 Municipal notes and bonds $ 7,280 $ 2 $ — $ — Asset-backed securities 3,049 1 — — Certificates of deposit 14,983 17 — — Commercial paper 5,498 1 — — Corporate bonds 4,277 2 — — Total $ 35,087 $ 23 $ — $ — December 31, 2019 Municipal notes and bonds $ 14,166 $ 6 $ — $ — Total $ 14,166 $ 6 $ — $ — See Note 3 for additional discussion regarding the fair value of the Company’s marketable securities. NOTE 5. Derivative Instruments and Hedging Activities The Company, when it considers it to be appropriate, enters into forward contracts to hedge the economic exposures arising from foreign currency denominated transactions. At June 27, 2020 and December 31, 2019, these contracts included the future sale of British Pound, European Euro, Israeli Shekel, Japanese Yen, Korean Won, Singapore Dollar, Taiwanese Dollar, 11 Table of Contents and Chinese Yuan Renminbi to purchase U.S. Dollars. Foreign currency forward contracts are not designated as hedges for accounting purposes and th erefore, the change in fair value is recorded in “Other (expense) income, net,” in the Condensed Consolidated Statements of Operations. The Company records its forward contracts at fair value in either prepaid expenses and other current assets or other cu rrent liabilities in the Condensed Consolidated Balance Sheets. The dollar equivalent of the U.S. dollar forward contracts and related fair values as of June 27, 2020 and December 31, 2019 were as follows: June 27, 2020 December 31, 2019 Notional amount $ 32,346 $ 38,887 Fair value of (liability) asset $ ( 139 ) $ 120 NOTE 6. Purchased Intangible Assets Goodwill The changes in the carrying amount of goodwill are as follows: Balance at December 31, 2019 $ 307,148 Goodwill adjustments (Note 2) 478 Balance at June 27, 2020 $ 307,626 Purchased intangible assets as of June 27, 2020 and December 31, 2019 are as follows: Gross Carrying Amount Accumulated Amortization Net June 27, 2020 Finite-lived intangibles: Developed technology $ 326,777 $ 89,396 $ 237,381 Customer and distributor relationships 69,261 16,388 52,873 Trademarks and trade names 12,461 4,746 7,715 Total finite-lived intangible assets 408,499 110,530 297,969 In-process research and development 46,600 — 46,600 Total identifiable intangible assets $ 455,099 $ 110,530 $ 344,569 December 31, 2019 Finite-lived intangibles: Developed technology $ 326,726 $ 67,861 $ 258,865 Customer and distributor relationships 69,261 11,078 58,183 Trademarks and trade names 12,461 4,156 8,305 Total finite-lived intangible assets 408,448 83,095 325,353 In-process research and development 46,600 — 46,600 Total identifiable intangible assets $ 455,048 $ 83,095 $ 371,953 Intangible assets amortization expenses for the three and six months ended June 27, 2020 were $ 13,703 and $ 27,435 , respectively. For the three and six month periods ended June 30, 2019, intangible assets amortization expenses were $ 387 and $ 774 , respectively. Assuming no change in the gross carrying value of identifiable intangible assets and estimated lives, estimated amortization expenses for the remainder of fiscal 2020 are $ 26,309 , and for each of the next five fiscal years estimated amortization expenses are $ 48,014 for 2021, $ 47,615 for 2022, $ 47,140 for 2023, $ 41,455 for 2024, and $ 24,905 for 2025. NOTE 7. Convertible Notes Receivable On May 31, 2018, the Company entered into a convertible note agreement with Simax Precision Technologies Limited (“the borrower”), which allowed them to borrow up to $ 15,000 in multiple promissory notes with an interest rate of 4.25 % per annum payable on a semi-annual basis. The Company expected to be a supplier of lithography modules to Simax, which is 12 Table of Contents used in the manufacture, sale and service of lithography systems. At December 31, 2019, the Company had $ 3,000 , net of allowance, in outstanding convertible notes receivable with the borrower. The Company and the borrower entered into a settlement agreement to end their relationship as it pertains to this convertible note agreement. The Company agreed to the settlement amount of $ 2,848 , which was paid in April 2020. NOTE 8. Balance Sheet Details Inventories Inventories, net are comprised of the following: June 27, 2020 December 31, 2019 Materials $ 114,172 $ 108,492 Work-in-process 35,738 42,694 Finished goods 21,926 24,948 Total inventories, net $ 171,836 $ 176,134 Property, Plant and Equipment Property, plant and equipment, net is comprised of the following: June 27, 2020 December 31, 2019 Land and building $ 46,929 $ 47,222 Machinery and equipment 57,441 56,504 Furniture and fixtures 4,164 3,968 Computer equipment and software 16,758 15,770 Leasehold improvements 13,231 13,069 138,523 136,533 Accumulated depreciation ( 43,006 ) ( 38,113 ) Total property, plant and equipment, net $ 95,517 $ 98,420 Other assets Other assets is comprised of the following: June 27, 2020 December 31, 2019 Convertible notes receivable, net of allowance of $ 2,000 at December 31, 2019 $ — $ 3,000 Operating lease right-of-use assets 21,330 23,588 Other 1,533 1,351 Total other assets $ 22,863 $ 27,939 Accrued liabilities Accrued liabilities is comprised of the following: June 27, 2020 December 31, 2019 Payroll and related expenses $ 28,132 $ 19,365 Warranty 6,367 6,348 Other 632 491 Total accrued liabilities $ 35,131 $ 26,204 13 Table of Contents Other current liabilities Other current liabilities is comprised of the following: June 27, 2020 December 31, 2019 Contingent consideration - acquisitions $ 134 $ 569 Income tax payable 217 2,783 Current operating lease obligations 4,603 4,906 Customer deposits 671 1,994 Accrued inventory 1,943 1,614 Accrued professional fees 890 1,520 Other 5,152 5,786 Total other current liabilities $ 13,610 $ 19,172 Other non-current liabilities Other non-current liabilities is comprised of the following: June 27, 2020 December 31, 2019 Unrecognized tax benefits (including interest) $ 6,535 $ 6,384 Non-current operating lease obligations 18,149 19,970 Deferred revenue 2,238 2,464 Other 3,655 2,953 Total other non-current liabilities $ 30,577 $ 31,771 NOTE 9. Commitments and Contingencies Factoring The Company maintains arrangements under which eligible accounts receivable in Japan are sold without recourse to unrelated third-party financial institutions. These receivables were not included in the condensed consolidated balance sheets as the criteria for sale treatment had been met. The Company sold $ 6,357 of receivables during the three months ended June 27, 2020. There were no material gains or losses on the sale of such receivables. There were no amounts due from such third-party financial institutions at June 27, 2020. Intellectual Property Indemnification Obligations The Company has entered into agreements with customers that include limited intellectual property indemnification obligations that are customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of third-party intellectual property claims arising from these transactions. The nature of the intellectual property indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay to its customers. Historically, the Company has not made any indemnification payments under such agreements, and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification guarantees. Warranty Reserves The Company generally provides a warranty on its products for a period of 12 to 14 months against defects in material and workmanship. The Company estimates the costs that may be incurred during the warranty period and records a liability in the amount of such costs at the time revenue is recognized. The Company’s estimate is based primarily on historical experience. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Settlements of warranty reserves are generally associated with sales that occurred during the 12 to 14 months prior to the year-end and warranty accruals are related to sales during the same year. 14 Table of Contents Changes in the Company’s warranty reserves are as follows: Six Months Ended June 27, June 30, 2020 2019 Balance, beginning of the period $ 6,348 $ 2,441 Accruals 2,794 1,390 Usage ( 2,327 ) ( 1,688 ) Balance, end of the period $ 6,815 $ 2,143 Warranty reserves are reported in the Condensed Consolidated Balance Sheets under the caption “Accrued liabilities.” Legal Matters From time to time, the Company is subject to legal proceedings and claims in the ordinary course of business. The following reflects an overview of the material developments with regard to the Company’s pending material legal proceedings. Optical Solutions Inc. v. Nanometrics Incorporated (Case No. 18-cv-00417-BLF): On August 2, 2017, Nanometrics was named as defendant in a complaint filed in New Hampshire Superior Court (the “Complaint”). The Complaint, brought by Optical Solutions, Inc. (“OSI”), alleges claims arising from a purported exclusive purchase contract between OSI and Nanometrics pertaining to certain products. On September 18, 2017, Nanometrics removed the action to the United States District Court for the District of New Hampshire (the “District of New Hampshire”). On September 25, 2017, Nanometrics moved to transfer the Complaint to the United States District Court for the Northern District of California (the “Northern District of California”). On December 20, 2017, Nanometrics filed its complaint against OSI in the California Superior Court for the County of Santa Clara alleging claims arising from OSI’s breach of certain purchase orders. Nanometrics’ complaint was later removed by OSI to the Northern District of California. On May 29, 2018, the District of New Hampshire issued an order granting Nanometrics’ motion to transfer the Complaint to the Northern District of California and denying Nanometrics’ motion to dismiss the Complaint without prejudice. On June 14, 2018, the Complaint was consolidated with Nanometrics’ complaint against OSI. On August 9, 2018, OSI filed an Amended Complaint. On September 19, 2018, Nanometrics filed a motion to dismiss OSI’s Amended Complaint for failure to state a claim. Nanometrics’ motion to dismiss was heard on February 28, 2019. On March 5, 2019, the Northern District of California granted Nanometrics’ motion to dismiss with leave to amend. OSI filed a Second Amended Complaint on March 29, 2019. Nanometrics filed a motion to dismiss OSI’s Second Amended Complaint on May 31, 2019. In October 2019, Nanometrics was renamed Onto Innovation Inc. as a result of the Merger. Thereafter, the Company’s second motion to dismiss was heard on November 14, 2019. On November 26, 2019, the Northern District of California granted the Company’s motion to dismiss with leave to amend. OSI filed a Third Amended Complaint on January 21, 2020. On March 2, 2020, the Company filed a motion to dismiss OSI’s Third Amended Complaint and a hearing on the motion was held on June 11, 2020. On June 23, 2020, the Northern District of California granted the Company’s motion to dismiss with prejudice with regard to two claims asserted by OSI and dismissed two other claims asserted by OSI with leave to amend. Thereafter, on July 7, 2020, OSI filed a Fourth Amended Complaint. Trial has been set for May 16, 2022. At this time, the Company does not anticipate the outcome of this matter to have a material impact on its financial position, results of operations, or cash flows. Line of Credit The Company has a credit agreement with a bank that provides for a line of credit which is secured by the marketable securities the Company has with the bank. The Company is permitted to borrow up to 70 % of the value of eligible securities held at the time the line of credit is accessed. The available line of credit as of June 27, 2020 was approximately $ 75.6 million with an available interest rate of 1.8 %. The credit agreement is available to the Company until such time that either party terminates the arrangement at their discretion. The Company has not utilized the line of credit to date. NOTE 10. Revenue The following table represents a disaggregation of revenue by timing of revenue: Three Months Ended Six Months Ended June 27, June 30, June 27, June 30, 2020 2019 2020 2019 Point-in-time $ 131,796 $ 57,308 $ 265,541 $ 113,899 Over-time 3,152 4,203 9,335 8,504 Total revenue $ 134,948 $ 61,511 $ 274,876 $ 122,403 15 Table of Contents See Note 16 for additional discussion of the Company’s disaggregated revenue in detail. Contract Liabilities The Company records contract liabilities when the customer has been billed in advance of the Company completing its performance obligations. These amounts are recorded as deferred revenue in the Condensed Consolidated Balance Sheets. Changes in deferred revenue were as follows: Three Months Ended Six Months Ended June 27, June 30, June 27, June 30, 2020 2019 2020 2019 Balance, beginning of the period $ 18,032 $ 8,687 $ 15,093 $ 8,080 Deferral of revenue 8,818 6,130 23,252 11,631 Recognition of deferred revenue ( 8,956 ) ( 5,468 ) ( 20,451 ) ( 10,362 ) Balance, end of the period $ 17,894 $ 9,349 $ 17,894 $ 9,349 NOTE 11. Share-Based Compensation Restricted Stock Unit Activity A summary of the Company’s restricted stock unit activity with respect to the six months ended June 27, 2020 is as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2019 1,107 $ 28.89 Granted 483 $ 34.68 Vested ( 448 ) $ 29.18 Forfeited ( 92 ) $ 29.12 Nonvested at June 27, 2020 1,050 $ 31.30 As of June 27, 2020 and December 31, 2019, there was $ 27,558 and $ 22,230 of total unrecognized compensation cost related to restricted stock units granted under the Company’s stock plans, respectively. That cost is expected to be recognized over a weighted average period of 2.1 years and 1.9 years for each of the respective periods. NOTE 12. Other (Expense) Income, Net Other (expense) income, net, is comprised of the following: Three Months Ended Six Months Ended June 27, June 30, June 27, June 30, 2020 2019 2020 2019 Foreign currency exchange gains (losses), net $ ( 1,271 ) $ ( 159 ) $ ( 1,305 ) $ 222 Other 73 2 139 2 Total other (expense) income, net $ ( 1,198 ) $ ( 157 ) $ ( 1,166 ) $ 224 16 Table of Contents NOTE 13. Income Taxes The following table provides details of income taxes: Three Months Ended Six Months Ended June 27, June 30, June 27, June 30, 2020 2019 2020 2019 Income before income taxes $ 7,418 $ 6,121 $ 3,414 $ 14,916 Provision (benefit) for income taxes $ ( 6 ) $ 595 $ 394 $ 1,814 Effective tax rate ( 0 %) 10 % 12 % 12 % The income tax provision for the six months ended June 27, 2020 was computed based on the Company’s annual forecast of profit by jurisdiction and forecasted effective tax rate for the year. The changes in the Company’s effective tax rate for the three and six months ended June 27, 2020 as compared to the three and six months ended June 30, 2019 are primarily due to (i) changes in forecasted earnings, (ii) computed research and development credits on forecasted earnings levels, and (iii) the Foreign Derived Intangible Income (“FDII”) deduction on forecasted earnings levels, and (iv) a one-time provision for additional withholding tax related to a dividend distribution from the Company’s Korea subsidiary offset by a one-time benefit related to the filings of the Company’s 2019 foreign income tax returns. The Company’s recorded effective tax rate is less than the U.S. statutory rate primarily due to projected FDII deductions and federal research and development tax credits. The Company currently has a partial valuation allowance recorded against certain foreign and state net operating loss and credit carryforwards where the realizability of such deferred tax assets is substantially in doubt. Each quarter, the Company assesses the likelihood that it will be able to recover its deferred tax assets. The Company considers available evidence, both positive and negative, including forecasted earnings in assessing its need for a valuation allowance. As a result of the Company’s analysis, it concluded that it is more likely than not that a portion of its deferred tax assets will not be realized. Therefore, the Company continues to provide a valuation allowance against certain deferred tax assets. The Company continues to monitor available evidence and may reverse some or all of the remaining valuation allowance in future periods, if appropriate. The Company has a recorded valuation allowance against certain of its deferred tax assets of $ 14,143 and $ 14,160 as of June 27, 2020 and December 31, 2019, respectively. On March 27, 2020, the “Coronavirus Aid, Relief and Economic Security Act” (the “CARES Act”) was enacted. The CARES Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. These changes did not have a material impact on the Company’s consolidated financial position, results of operations, and cash flows. NOTE 14. Earnings Per Share Basic earnings per share is calculated using the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed in the same manner and also gives effect to all dilutive common stock equivalent shares outstanding during the period. Potential common shares that would have the effect of increasing diluted earnings per share are considered to be anti-dilutive. In accordance with U.S. GAAP, these shares were not included in calculating diluted earnings per share. The following table sets forth the weighted average number of restricted stock units that have been excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive: Three Months Ended Six Months Ended June 27, June 30, June 27, June 30, 2020 2019 2020 2019 Restricted stock units 52 52 59 110 Total 52 52 59 110 17 Table of Contents The Company’s basic and diluted earnings per share amounts are as follows: Three Months Ended Six Months Ended June 27, June 30, June 27, June 30, 2020 2019 2020 2019 Numerator: Net income $ 7,424 $ 5,526 $ 3,020 $ 13,102 Denominator: Basic earnings per share - weighted average shares outstanding 48,736 25,032 49,417 24,977 Effect of potential dilutive securities: Employee stock options and restricted stock units - dilutive shares 278 218 365 250 Diluted earnings per share - weighted average shares outstanding 49,014 25,250 49,782 25,227 Earnings per share: Basic $ 0.15 $ 0.22 $ 0.06 $ 0.52 Diluted $ 0.15 $ 0.22 $ 0.06 $ 0.52 NOTE 15. Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss, net of tax at June 27, 2020, as well as the activity for the six months ended June 27, 2020, were as follows: Accumulated Foreign Currency Translation Adjustment Accumulated Net Unrealized Gain (Loss) on Available-For-Sale Marketable Securities Accumulated Other Comprehensive Loss Balance at December 31, 2019 $ ( 564 ) $ ( 34 ) $ ( 598 ) Net current period other comprehensive gain 264 269 533 Reclassifications — — — Balance at June 27, 2020 $ ( 300 ) $ 235 $ ( 65 ) NOTE 16. Segment Reporting and Geographic Information The Company and its subsidiaries currently operate in a single operating segment: the design, development, manufacture and support of high-performance process control defect inspection and metrology, advanced packaging lithography and process control software systems used by microelectronics device manufacturers. Therefore, the Company has one reportable segment. The Company’s chief operating decision maker is the Chief Executive Officer (the “CEO”). The CEO allocates resources and assesses performance of the business and other activities at the reportable segment level. The following table lists the different sources of revenue: Three Months Ended Six Months Ended June 27, June 30, June 27, June 30, 2020 2019 2020 2019 Systems and software $ 108,247 80 % $ 51,612 84 % $ 222,577 81 % $ 101,421 83 % Parts 16,329 12 % 7,073 11 % 29,904 11 % 15,150 12 % Services 10,372 8 % 2,826 5 % 22,395 8 % 5,832 5 % Total revenue $ 134,948 100 % $ 61,511 100 % $ 274,876 100 % $ 122,403 100 % 18 Table of Contents The Company’s significant operations outside the United States include sales, service and application offices in Asia and Europe. For geographical reve nue reporting, revenue is attributed to the geographic location to which the product is shipped. Revenue by geographic region is as follows: Three Months Ended Six Months Ended June 27, June 30, June 27, June 30, 2020 2019 2020 2019 Revenue from third parties: United States $ 22,378 $ 8,932 $ 42,026 $ 18,063 Taiwan 31,997 7,111 67,178 18,142 Japan 13,908 3,427 28,935 7,367 China 27,001 24,177 58,384 40,221 South Korea 22,964 10,775 43,721 21,546 Singapore 6,338 1,596 8,928 3,612 Other Asia 273 1,047 546 2,039 Germany 2,510 674 8,592 2,524 Other Europe 7,579 3,772 16,566 8,889 Total revenue $ 134,948 $ 61,511 $ 274,876 $ 122,403 The following customers accounted for more than 10% of total revenue for the indicated periods: Six Months Ended June 27, June 30, 2020 2019 Customer A 18.2 % 3.7 % Customer B 17.3 % 6.9 % Customer C 7.1 % 24.6 % NOTE 17. Share Repurchase Authorization Following the Merger, the Company assumed the share repurchase authorization previously approved by the former Nanometrics Board of Directors. This share repurchase authorization allows for the Company to purchase up to $ 80,000 worth of shares of its common stock. Under the terms of this share repurchase authorization, shares may be repurchased through open market or privately negotiated transactions. Share repurchases during the three and six months ended June 27, 2020 were made under this repurchase authorization and at June 27, 2020, there was $ 28,000 available for future share repurchases. During the six months ended June 30, 2019, share repurchases were made under a legacy Rudolph share repurchase authorization which was terminated on October 25, 2019 due to closing of the Merger. See Note 2 for additional information regarding the Merger. The following table summarizes the Company’s share repurchases for the periods indicated: Three Months Ended Six Months Ended June 27, June 30, June 27, June 30, 2020 2019 2020 2019 Shares of common stock repurchased 632 — 1,882 30 Cost of shares repurchased $ 18,385 $ — $ 52,000 $ 744 Average price paid per share $ 29.08 $ — $ 27.62 $ 24.68