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KULICKE & SOFFA INDUSTRIES INC0000056978falseSingapore00000569782024-05-012024-05-010000056978dei:OtherAddressMember2024-05-012024-05-01

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 1, 2024 
____________________________________________________
KULICKE AND SOFFA INDUSTRIES, INC.
(Exact name of registrant as specified in its charter) 
 ____________________________________________________ 
Pennsylvania   000-00121   23-1498399
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 
 23A Serangoon North Avenue 5, #01-01, Singapore 554369
1005 Virginia Dr., Fort Washington, PA 19034
(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (215) 784-6000  
N/A
(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 (see General Instruction A.2. below):
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, Without Par Value KLIC The Nasdaq Global Market
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 1, 2024, Kulicke and Soffa Industries, Inc. (the “Company”) issued a press release with respect to its financial results for its second fiscal quarter ended March 30, 2024. A copy of this press release is furnished as Exhibit 99.1 to this report, and is incorporated by reference into this Item 2.02 as if fully set forth herein.
The information in this report, furnished under “Item 2.02 Results of Operations and Financial Condition,” shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1
104 Inline XBRL for the cover page of this Current Report on Form 8‑K.




SIGNATURE
 
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.
 
 
KULICKE AND SOFFA INDUSTRIES, INC.
       
Date: May 1, 2024 By: /s/ LESTER WONG  
  Name: Lester Wong  
  Title: Executive Vice President and Chief Financial Officer
(principal financial officer and principal accounting officer)
     


EX-99.1 2 ex991q22024.htm EX-99.1 Document

Exhibit 99.1
logoa02a01a01a48.jpg
Kulicke & Soffa Pte. Ltd.
23A Serangoon North Ave 5
Singapore 554369
+65 6880-9600 main
Co. Regn. No. 199902120H
Kulicke and Soffa Industries, Inc.
1005 Virginia Drive
Fort Washington, PA 19034 USA
+1-215-784-6000 main
www.kns.com
 
Kulicke & Soffa Reports Second Quarter 2024 Results
Focuses on Operational Efficiency; Increases Repurchase Activity
Singapore – May 1, 2024 – Kulicke and Soffa Industries, Inc. (NASDAQ: KLIC) (“Kulicke & Soffa,” “K&S,” “our,” or the “Company”), today announced financial results of its second fiscal quarter ended March 30, 2024. The Company reported second quarter net revenue of $172.1 million, net loss of $102.7 million, representing EPS of $(1.83) per fully diluted share, and non-GAAP net loss of $53.2 million, representing non-GAAP EPS of $(0.95) per fully diluted share.
As announced on March 11, 2024, the Company had anticipated pre-tax charges, including impairments, relating to the cancellation of Project W (the "Project"), to be in the range of $110 million and $130 million (the "Expected Range") and to be incurred primarily in the second fiscal quarter 2024. Based on the actual second fiscal quarter 2024 financial results, the pre-tax charges, including impairments, were below the Expected Range at $105.5 million.
Quarterly Results - U.S. GAAP
   
Fiscal Q2 2024
 
Change vs.
Fiscal Q2 2023
Change vs.
Fiscal Q1 2024
Net Revenue $172.1 million down 0.5% up 0.5%
Gross Margin 9.6% down 3900 bps down 3710 bps
Loss from Operations $(105.2) million down 932.6% down 6311.2%
Operating Margin (61.1)% down 6840 bps down 6210 bps
Net Loss $(102.7) million down 782.7% down 1204.9%
Net Margin (59.7)% down 6840 bps down 6510 bps
EPS – Diluted $(1.83) down 803.8% down 1243.8%

Quarterly Results - Non-GAAP
 
Fiscal Q2 2024
 
Change vs.
Fiscal Q2 2023
Change vs.
Fiscal Q1 2024
Loss from Operations $(50.2) million down 345.9% down 560.5%
Operating Margin (29.2)% down 4100 bps down 3560 bps
Net Loss $(53.2) million down 342.8% down 413.6%
Net Margin (30.9)% down 4360 bps down 4080 bps
EPS – Diluted $(0.95) down 350% down 416.7%
A reconciliation between the GAAP and non-GAAP adjusted results is provided in the financial tables included at the end of this press release. See also the “Use of non-GAAP Financial Results” section of this press release.

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Fusen Chen, Kulicke & Soffa's President and Chief Executive Officer, stated, "Despite a shifting Advanced Display market, we remain nimble and efficiency focused. We are preparing for broader Ball Bonder demand recovery and have reallocated Advanced Display resources to support growing demand and activity within Thermocompression and Advanced Dispense. We look forward to achieve new customer and market adoption milestones over the coming quarters."
During its recently completed quarter, the Company's Ball Bonder revenue has grown by more than 50% over the same period in the prior fiscal year. K&S is preparing to further ramp its Ball Bonder supply chain and production activities, in support of General Semiconductor recovery, which includes fulfilling a sizeable order from a fast-growing Assembly and Test customer of 1,000 RAPID™ Pro systems, as announced earlier today.

Second Quarter Fiscal 2024 Financial Highlights
•Net revenue of $172.1 million.
•Gross margin of 9.6%.
◦Gross margin includes a one-time charge of $57.3 million of certain inventory write down adjustments and purchase order cancellation charges of $2.8 million, substantially due to, and as previously anticipated by, the cancellation of Project W.
•Net loss of $102.7 million or $(1.83) per share; non-GAAP net loss of $53.2 million or $(0.95) per fully diluted share.
◦In addition to the inventory write-down adjustments, net loss also includes a one-time impairment charge of $44.5 million on long-lived assets related to the cancellation of Project W and employee termination benefits of $2.9 million.
•GAAP cash flow from operations of $(20.1) million; Adjusted free cash flow of $(26.7) million.
•Cash, cash equivalents, and short-term investments were $634.7 million as of March 30, 2024.
•The Company repurchased a total of 0.8 million shares of common stock at a cost of $37.3 million.

Third Quarter Fiscal 2024 Outlook
K&S currently expects net revenue in the third quarter of fiscal 2024 ending June 29, 2024 to be approximately $180 million +/- $10 million, GAAP diluted EPS to be approximately $0.17 +/- 10%, and non-GAAP diluted EPS to be approximately $0.30 +/- 10%.
A reconciliation between the GAAP and non-GAAP financial outlook is provided in the financial tables included at the end of this press release.

Earnings Conference Webcast
A webcast to discuss these results will be held on May 2, 2024, beginning at 8:00 am EDT. The live webcast link, supplemental earnings presentation, and archived webcast will be available at investor.kns.com. To access the audio-only portion of the live webcast, parties may call +1-877-407-8037, or internationally, +1-201-689-8037.
An audio-only replay of the webcast will also be available approximately one hour after the completion of the live call by calling +1-877-660-6853, or internationally, +1-201-612-7415 and referencing access code 13743539.


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Use of Non-GAAP Financial Results
In addition to U.S. GAAP ("GAAP") results, this press release also contains the following non-GAAP financial results: income from operations, operating margin, net income, net margin, net income per fully diluted share and adjusted free cash flow. The Company's non-GAAP results exclude amortization related to intangible assets acquired through business combinations, costs associated with restructuring and severance, equity-based compensation, acquisition and integration costs, impairment relating to assets acquired through business combinations, long-lived asset impairment relating to business cessation or disposal, impairment relating to equity investments, income tax expense/benefit arising from discrete tax items triggered by acquisition, disposal of business (both via a sale or an abandonment), restructuring and significant changes in tax laws, gain/loss on disposal of business, as well as tax benefits or expenses associated with the foregoing non-GAAP items. The non-GAAP adjustments may or may not be infrequent or nonrecurring in nature, but are a result of periodic or non-core operating activities. These non-GAAP measures are consistent with the way management analyzes and assesses the Company’s operating results. The Company believes these non-GAAP measures enhance investors’ understanding of the Company’s underlying operational performance, as well as their ability to compare the Company’s period-to-period financial results and the Company’s overall performance to that of its competitors.
Management uses both GAAP metrics as well as these non-GAAP metrics to evaluate the Company's operating and financial results. Non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in the Company’s industry, as other companies in the industry may calculate non-GAAP financial results differently. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact on the Company’s reported financial results. The presentation of non-GAAP items is meant to supplement, but not substitute for, GAAP financial measures or information. The Company believes the presentation of non-GAAP results in combination with GAAP results provides better transparency to the investment community when analyzing business trends, providing meaningful comparisons with prior period performance and enhancing investors' ability to view the Company's results from management's perspective. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure discussed in this press release is contained in the financial tables at the end of this press release.


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About Kulicke & Soffa
Founded in 1951, Kulicke & Soffa specializes in developing cutting-edge semiconductor and electronics assembly solutions enabling a smart and more sustainable future. Our ever-growing range of products and services supports growth and facilitates technology transitions across large-scale markets, such as advanced display, automotive, communications, compute, consumer, data storage, energy storage and industrial.
Caution Concerning Results, Forward-Looking Statements and Certain Risks Related to our Business
In addition to historical statements, this press release contains statements relating to future events and our future results. These statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our judgments and future expectations concerning our business, including the importance and competitiveness of our advanced display products and other emerging technology transitions, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These factors include, but are not limited to, the continued review of the impact of the cancellation of the Project on our business, our ability to repurpose assets deployed or developed for the Project to other parts of our business, our ability to seek potential recourse, claims and remedies arising from the cancellation of the Project, the persistent macroeconomic headwinds on our business, actual or potential inflationary pressures, interest rate and risk premium adjustments, falling customer sentiment, or economic recession caused directly or indirectly by geopolitical tensions, our ability to develop, manufacture and gain market acceptance of new products, our ability to operate our business in accordance with our business plan and the other factors listed or discussed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, filed on November 16, 2023, and our other filings with the Securities and Exchange Commission. Kulicke and Soffa Industries, Inc. is under no obligation to (and expressly disclaims any obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.


Contact:
Kulicke and Soffa Industries, Inc.
Joseph Elgindy
Finance
P: +1-215-784-7518
4


KULICKE AND SOFFA INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share and employee data)
(Unaudited)
  Three months ended Six months ended
March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023
Net revenue $ 172,074  $ 173,021  $ 343,263  $ 349,254 
Cost of sales 155,603  88,929  246,896  176,456 
Gross profit 16,471  84,092  96,367  172,798 
Operating expenses:
Selling, general and administrative 35,185  33,063  75,231  73,563 
Research and development 37,704  35,999  74,514  70,507 
Impairment charges 44,472  —  44,472  — 
Amortization of intangible assets 1,325  1,563  2,672  2,957 
Acquisition-related costs —  334  —  441 
Restructuring 2,940  504  2,940  879 
Total operating expenses 121,626  71,463  199,829  148,347 
(Loss) / Income from operations (105,155) 12,629  (103,462) 24,451 
Other income (expense):
Interest income 8,848  8,000  18,747  14,559 
Interest expense (18) (32) (40) (66)
(Loss) / Income before income taxes (96,325) 20,597  (84,755) 38,944 
Income tax expense 6,355  5,556  8,632  9,314 
Net (loss) / income $ (102,680) $ 15,041  $ (93,387) $ 29,630 
Net (loss) / income per share:
Basic $ (1.83) $ 0.27  $ (1.66) $ 0.52 
Diluted $ (1.83) $ 0.26  $ (1.66) $ 0.51 
Cash dividends declared per share $ 0.20  $ 0.19  $ 0.40  $ 0.38 
Weighted average shares outstanding:
Basic 56,154  56,684  56,402  56,868 
Diluted 56,154  57,577  56,402  57,739 
  Three months ended Six months ended
Supplemental financial data: March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023
Depreciation and amortization $ 6,967  $ 6,542  $ 14,952  $ 12,155 
Capital expenditures 3,846  17,383  7,379  33,034 
Equity-based compensation expense:
Cost of sales 363  323  722  631 
Selling, general and administrative 4,103  3,731  9,783  8,598 
Research and development 1,766  1,325  3,584  2,671 
Total equity-based compensation expense $ 6,232  $ 5,379  $ 14,089  $ 11,900 

  As of
March 30, 2024 April 1, 2023
Number of employees 2,925  3,089 
5


KULICKE AND SOFFA INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
(Unaudited)
As of
March 30, 2024 September 30, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 359,748  $ 529,402 
Short-term investments 275,000  230,000 
Accounts and other receivable, net of allowance for doubtful accounts of $49 and $49, respectively 194,819  158,601 
Inventories, net 180,541  217,304 
Prepaid expenses and other current assets 40,309  53,751 
TOTAL CURRENT ASSETS 1,050,417  1,189,058 
Property, plant and equipment, net 65,003  110,051 
Operating right-of-use assets 36,653  47,148 
Goodwill 89,082  88,673 
Intangible assets, net 27,139  29,357 
Deferred tax assets 18,101  31,551 
Equity investments 2,254  716 
Other assets 10,058  3,223 
TOTAL ASSETS $ 1,298,707  $ 1,499,777 
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES    
Accounts payable 51,487  49,302 
Operating lease liabilities 7,021  6,574 
Accrued expenses and other current liabilities 90,126  103,005 
Income taxes payable 17,102  22,670 
TOTAL CURRENT LIABILITIES 165,736  181,551 
Deferred tax liabilities 36,377  37,264 
Income taxes payable 36,647  52,793 
Operating lease liabilities 34,307  41,839 
Other liabilities 13,463  11,769 
TOTAL LIABILITIES 286,530  325,216 
SHAREHOLDERS' EQUITY    
Common stock, no par value 584,626  577,727 
Treasury stock, at cost (794,193) (737,214)
Retained earnings 1,239,956  1,355,810 
Accumulated other comprehensive loss (18,212) (21,762)
TOTAL SHAREHOLDERS' EQUITY $ 1,012,177  $ 1,174,561 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,298,707  $ 1,499,777 
6


KULICKE AND SOFFA INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
  Three months ended Six months ended
  March 30, 2024 April 1, 2023 March 30, 2024 April 1, 2023
Net cash (used in)/provided by operating activities $ (20,148) $ 1,820  $ (27,479) $ 86,936 
Net cash provided by/ (used in) investing activities
3,429  (147,283) (57,112) (186,197)
Net cash used in financing activities (47,672) (16,681) (85,796) (72,911)
Effect of exchange rate changes on cash and cash equivalents (521) 633  733  5,737 
Changes in cash and cash equivalents (64,912) (161,511) (169,654) (166,435)
Cash and cash equivalents, beginning of period 424,660  550,613  529,402  555,537 
Cash and cash equivalents, end of period $ 359,748  $ 389,102  $ 359,748  $ 389,102 
Short-term investments 275,000  345,000  275,000  345,000 
Total cash, cash equivalents and short-term investments $ 634,748  $ 734,102  $ 634,748  $ 734,102 


7


Reconciliation of U.S. GAAP
to Non-GAAP Income from Operations and Operating Margin
(In thousands, except percentages)
(Unaudited)
  Three months ended
March 30, 2024 April 1, 2023 December 30, 2023
Net revenue $ 172,074  $ 173,021  $ 171,189 
U.S. GAAP income from operations (105,155) 12,629  1,693 
U.S. GAAP operating margin (61.1) % 7.3  % 1.0  %
Pre-tax non-GAAP items:
Amortization related to intangible assets 1,325  1,563  1,347 
Restructuring and severance 2,940  504  — 
Equity-based compensation 6,232  5,379  7,857 
Impairment charges 44,472  —  — 
Acquisition-related costs
—  334  — 
Non-GAAP income from operations $ (50,186) $ 20,409  $ 10,897 
Non-GAAP operating margin (29.2) % 11.8  % 6.4  %

8


Reconciliation of U.S. GAAP Net Income to Non-GAAP Net Income and Non-GAAP Net Margin and
U.S. GAAP net income per share to Non-GAAP net income per share
(In thousands, except percentages and per share data)
(Unaudited)
  Three months ended
March 30, 2024 April 1, 2023 December 30, 2023
Net revenue $ 172,074  $ 173,021  $ 171,189 
U.S. GAAP net (loss) / income (102,680) 15,041  9,293 
U.S. GAAP net margin (59.7) % 8.7  % 5.4  %
Non-GAAP adjustments:
Amortization related to intangible assets 1,325  1,563  1,347 
Restructuring and severance 2,940  504  — 
Equity-based compensation 6,232  5,379  7,857 
Impairment charges 44,472  —  — 
Acquisition-related costs —  334  — 
Net income tax benefit on non-GAAP items
(5,534) (892) (1,516)
Total non-GAAP adjustments $ 49,435  $ 6,888  $ 7,688 
Non-GAAP net (loss) / income $ (53,245) $ 21,929  $ 16,981 
Non-GAAP net margin (30.9) % 12.7  % 9.9  %
U.S. GAAP net (loss) / income per share:
Basic (1.83) 0.27  0.16 
Diluted(a)
(1.83) 0.26  0.16 
Non-GAAP adjustments per share:(b)
Basic 0.88  0.12  0.14 
Diluted 0.88  0.12  0.14 
Non-GAAP net (loss) / income per share:
Basic $ (0.95) $ 0.39  $ 0.30 
Diluted(c)
$ (0.95) $ 0.38  $ 0.30 
Weighted average shares outstanding:
Basic 56,154  56,684  56,650 
Diluted 56,154  57,577  57,023 
(a)GAAP diluted net earnings per share reflects any dilutive effect of outstanding restricted stock, but that effect is excluded when calculating GAAP diluted net loss per share because it would be anti-dilutive.
(b)Non-GAAP adjustments per share include amortization related to intangible assets acquired through business combinations, costs associated with restructuring and severance, acquisition and integration costs, equity-based compensation expenses, long-lived asset impairment relating to business cessation or disposal, and income tax effects associated with the foregoing non-GAAP items.
(c)Non-GAAP diluted net earnings per share reflects any dilutive effect of outstanding restricted stock.

9


Reconciliation of U.S. GAAP Cash provided by Operating Activities
to Non-GAAP Adjusted Free Cash Flow
(In thousands, except percentages)
(unaudited)

  Three months ended
March 30,
2024
April 1,
2023
December 30, 2023
U.S. GAAP net cash (used in)/provided by operating activities $ (20,148) $ 1,820  $ (7,331)
Expenditures for property, plant and equipment (6,571) (10,637) (4,426)
Proceeds from sales of property, plant and equipment —  235  — 
Non-GAAP adjusted free cash flow (26,719) (8,582) (11,757)

10


Reconciliation of U.S. GAAP to Non-GAAP Outlook
(In millions, except per share data)
(Unaudited)

Third quarter of fiscal 2024 ending June 29, 2024
GAAP Outlook Adjustments Non-GAAP Outlook
Net revenue
$180 million
+/- $10 million
$180 million
+/- $10 million
Operating expenses
$79.6 million
+/- 2%
$7.6 million B,C
$72.0 million
+/- 2%
Diluted EPS(1)
$0.17
+/- 10%
$0.13 A, B, C,D
$0.30
+/- 10%
Non-GAAP Adjustments
A. Equity-based compensation - Cost of sales
0.4
B. Equity-based compensation - Selling, general and administrative and Research and development 6.3
C. Amortization related to intangible assets
1.3
D. Net income tax effect of the above items
(0.6)
(1) GAAP and non-GAAP diluted EPS based on approximately 55.4 million diluted weighted average shares outstanding.

The tables above reconcile our GAAP to non-GAAP guidance based on the current outlook. The guidance does not incorporate the impact of any potential business combinations, divestitures, restructuring activities, strategic investments and other significant transactions. The timing and impact of such items are dependent on future events that may be uncertain or outside of our control.

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