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KULICKE & SOFFA INDUSTRIES INC0000056978falseSingapore00000569782024-08-072024-08-070000056978dei:OtherAddressMember2024-08-072024-08-07

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): August 7, 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 August 7, 2024, Kulicke and Soffa Industries, Inc. (the “Company”) issued a press release with respect to its financial results for its third fiscal quarter ended June 29, 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: August 7, 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 ex991q32024.htm EX-99.1 Document

Exhibit 99.1
logoa02a01a01a48a.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 Third Quarter 2024 Results
Industry Adoption of Advanced Solutions Expands
Singapore – August 7, 2024 – Kulicke and Soffa Industries, Inc. (NASDAQ: KLIC) (“Kulicke & Soffa,” “K&S,” “our,” or the “Company”), today announced financial results of its third fiscal quarter ended June 29, 2024. The Company reported third quarter net revenue of $181.7 million, net income of $12.3 million, representing EPS of $0.22 per fully diluted share, and non-GAAP net income of $19.3 million, representing non-GAAP EPS of $0.35 per fully diluted share.
Quarterly Results - U.S. GAAP
 
 
Fiscal Q3 2024
 
Change vs.
Fiscal Q3 2023
Change vs.
Fiscal Q2 2024
Net Revenue $181.7 million down 4.9% up 5.6%
Gross Margin 46.6% down 60 bps up 3700 bps
Income from Operations $8.3 million up 284.4% up 107.9%
Operating Margin 4.6% up 700 bps up 6570 bps
Net Income $12.3 million up 194.7% up 111.9%
Net Margin 6.8% up 460 bps up 6650 bps
EPS – Diluted $0.22 up 214.3% up 112%

Quarterly Results - Non-GAAP
 
Fiscal Q3 2024
 
Change vs.
Fiscal Q3 2023
Change vs.
Fiscal Q2 2024
Income from Operations $15.9 million down 34.6% up 131.7%
Operating Margin 8.7% down 400 bps up 3790 bps
Net Income $19.3 million down 39.4% down 136.3%
Net Margin 10.6% down 610 bps up 4150 bps
EPS – Diluted $0.35 down 36.4% down 136.8%
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.


1

Fusen Chen, Kulicke & Soffa’s President and Chief Executive Officer, stated, “While the recovery remains gradual, improving utilization rates combined with continued near-term industry growth provide optimism for coordinated capacity and technology expansion across multiple end-markets. Additionally, we continue to drive industry adoption of our leading Fluxless Thermo-Compression (FTC), Vertical-Fan-Out (VFO), and High-Power-Interconnect (HPI) solutions through industry collaborations, customer development programs and recent market wins.”
K&S recently announced several milestones, which highlighted growing industry momentum for its Thermo-Compression (TCB) program, including multiple new commercial business wins, a path to TCB-enabled hybrid-bonding as well as membership in a US-based semiconductor consortium which includes access to the consortium's Union City, CA based R&D center.

Third Quarter Fiscal 2024 Financial Highlights
•Net revenue of $181.7 million.
•Gross margin of 46.6%.
•Net income of $12.3 million or $0.22 per share; non-GAAP net income of $19.3 million or $0.35 per fully diluted share.
•GAAP cash flow from operations of $26.9 million; Adjusted free cash flow of $24.2 million.
•Cash, cash equivalents, and short-term investments were $601.9 million as of June 29, 2024.
•The Company repurchased a total of 0.9 million shares of common stock at a cost of $44.0 million.

Fourth Quarter Fiscal 2024 Outlook
K&S currently expects net revenue in the fourth quarter of fiscal 2024 ending September 28, 2024 to be approximately $180 million +/- $10 million, GAAP diluted EPS to be approximately $0.22 +/- 10%, and non-GAAP diluted EPS to be approximately $0.35 +/- 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 August 7, 2024, beginning at 4:30 pm 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 13743543.

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.
2

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.

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 Project W (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, disruptions, breaches or failures in our information technology systems and network infrastructures, 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
3

KULICKE AND SOFFA INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share and employee data)
(Unaudited)
  Three months ended Nine months ended
June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023
Net revenue $ 181,650  $ 190,917  $ 524,913  $ 540,171 
Cost of sales 96,920  100,899  343,816  277,355 
Gross profit 84,730  90,018  181,097  262,816 
Operating expenses:
Selling, general and administrative 37,266  34,550  112,497  108,113 
Research and development 37,937  36,578  112,451  107,085 
Impairment charges —  21,535  44,472  21,535 
Amortization of intangible assets 1,250  1,786  3,922  4,743 
Acquisition-related costs —  57  —  498 
Restructuring —  —  2,940  879 
Total operating expenses 76,453  94,506  276,282  242,853 
Income / (loss) from operations 8,277  (4,488) (95,185) 19,963 
Other income (expense):
Interest income 8,060  8,847  26,807  23,406 
Interest expense (20) (50) (60) (116)
Income / (loss) before income taxes 16,317  4,309  (68,438) 43,253 
Income tax expense 4,053  148  12,685  9,462 
Net income / (loss) $ 12,264  $ 4,161  $ (81,123) $ 33,791 
Net income / (loss) per share:
Basic $ 0.22  $ 0.07  $ (1.45) $ 0.60 
Diluted $ 0.22  $ 0.07  $ (1.45) $ 0.59 
Cash dividends declared per share $ 0.20  $ 0.19  $ 0.60  $ 0.57 
Weighted average shares outstanding:
Basic 55,280  56,553  56,028  56,763 
Diluted 55,724  57,519  56,028  57,684 
  Three months ended Nine months ended
Supplemental financial data: June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023
Depreciation and amortization $ 4,944  $ 8,591  $ 19,896  $ 20,746 
Capital expenditures 3,266  10,451  10,645  43,485 
Equity-based compensation expense:
Cost of sales 315  272  1,037  903 
Selling, general and administrative 4,300  3,800  14,083  12,398 
Research and development 1,748  1,331  5,332  4,002 
Total equity-based compensation expense $ 6,363  $ 5,403  $ 20,452  $ 17,303 

  As of
June 29, 2024 July 1, 2023
Number of employees 2,790  3,045 
4

KULICKE AND SOFFA INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
(Unaudited)
As of
June 29, 2024 September 30, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 366,917  $ 529,402 
Short-term investments
 235,000  230,000 
Accounts and other receivable, net of allowance for doubtful accounts of $49 and $49, respectively 200,320  158,601 
Inventories, net 175,551  217,304 
Prepaid expenses and other current assets 35,300  53,751 
TOTAL CURRENT ASSETS 1,013,088  1,189,058 
Property, plant and equipment, net 64,536  110,051 
Operating right-of-use assets 35,875  47,148 
Goodwill 88,933  88,673 
Intangible assets, net 25,744  29,357 
Deferred tax assets
 16,983  31,551 
Equity investments
 2,900  716 
Other assets 9,156  3,223 
TOTAL ASSETS $ 1,257,215  $ 1,499,777 
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES    
Accounts payable 52,145  49,302 
Operating lease liabilities 7,128  6,574 
Accrued expenses and other current liabilities 89,979  103,005 
Income taxes payable 16,725  22,670 
TOTAL CURRENT LIABILITIES 165,977  181,551 
Deferred tax liabilities 35,705  37,264 
Income taxes payable 35,639  52,793 
Operating lease liabilities 32,524  41,839 
Other liabilities 13,832  11,769 
TOTAL LIABILITIES 283,677  325,216 
SHAREHOLDERS' EQUITY    
Common stock, no par value 590,915  577,727 
Treasury stock, at cost (838,803) (737,214)
Retained earnings 1,241,235  1,355,810 
Accumulated other comprehensive loss (19,809) (21,762)
TOTAL SHAREHOLDERS' EQUITY $ 973,538  $ 1,174,561 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,257,215  $ 1,499,777 
5

KULICKE AND SOFFA INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
  Three months ended Nine months ended
  June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023
Net cash provided by / (used in) operating activities $ 26,897  $ 8,976  $ (582) $ 95,912 
Net cash provided by / (used in) investing activities 36,594  24,473  (20,518) (161,724)
Net cash used in financing activities (55,933) (19,447) (141,729) (92,358)
Effect of exchange rate changes on cash and cash equivalents (389) (1,298) 344  4,439 
Changes in cash and cash equivalents 7,169  12,704  (162,485) (153,731)
Cash and cash equivalents, beginning of period 359,748  389,102  529,402  555,537 
Cash and cash equivalents, end of period $ 366,917  $ 401,806  $ 366,917  $ 401,806 
Short-term investments 235,000  310,000  235,000  310,000 
Total cash, cash equivalents and short-term investments $ 601,917  $ 711,806  $ 601,917  $ 711,806 


6

Reconciliation of U.S. GAAP
to Non-GAAP Income from Operations and Operating Margin
(In thousands, except percentages)
(Unaudited)
  Three months ended
June 29, 2024 July 1, 2023 March 30, 2024
Net revenue $ 181,650  $ 190,917  $ 172,074 
U.S. GAAP income from operations 8,277  (4,488) (105,155)
U.S. GAAP operating margin 4.6  % (2.4) % (61.1) %
Pre-tax non-GAAP items:
Amortization related to intangible assets 1,250  1,786  1,325 
Restructuring and severance —  —  2,940 
Equity-based compensation 6,363  5,403  6,232 
Impairment charges —  21,535  44,472 
Acquisition-related costs
—  57  — 
Non-GAAP income from operations $ 15,890  $ 24,293  $ (50,186)
Non-GAAP operating margin 8.7  % 12.7  % (29.2) %

7

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
June 29, 2024 July 1, 2023 March 30, 2024
Net revenue $ 181,650  $ 190,917  $ 172,074 
U.S. GAAP net income / (loss) 12,264  4,161  (102,680)
U.S. GAAP net margin 6.8  % 2.2  % (59.7) %
Non-GAAP adjustments:
Amortization related to intangible assets 1,250  1,786  1,325 
Restructuring and severance —  —  2,940 
Equity-based compensation 6,363  5,403  6,232 
Impairment charges —  21,535  44,472 
Acquisition-related costs —  57  — 
Net income tax benefit on non-GAAP items
 (568) (1,060) (5,534)
Total non-GAAP adjustments $ 7,045  $ 27,721  $ 49,435 
Non-GAAP net income / (loss) $ 19,309  $ 31,882  $ (53,245)
Non-GAAP net margin 10.6  % 16.7  % (30.9) %
U.S. GAAP net income / (loss) per share:
Basic 0.22  0.07  (1.83)
Diluted(a)
 0.22  0.07  (1.83)
Non-GAAP adjustments per share:(b)
Basic 0.13  0.49  0.88 
Diluted 0.13  0.48  0.88 
Non-GAAP net income / (loss) per share:
Basic $ 0.35  $ 0.56  $ (0.95)
Diluted(c)
 $ 0.35  $ 0.55  $ (0.95)
Weighted average shares outstanding:
Basic 55,280  56,553  56,154 
Diluted 55,724  57,519  56,154 
(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.

8

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
June 29, 2024 July 1, 2023 March 30, 2024
U.S. GAAP net cash provided by / (used in) by operating activities $ 26,897  $ 8,976  $ (20,148)
Expenditures for property, plant and equipment (2,683) (10,610) (6,571)
Proceeds from sales of property, plant and equipment —  83  — 
Non-GAAP adjusted free cash flow 24,214  (1,551) (26,719)

9

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

Fourth quarter of fiscal 2024 ending September 28, 2024
GAAP Outlook Adjustments Non-GAAP Outlook
Net revenue
$180 million
+/- $10 million
 —
$180 million
+/- $10 million
Operating expenses
$76.5 million
+/- 2%
$7.5 million B,C
$69.0 million
+/- 2%
Diluted EPS(1)
$0.22
+/- 10%
$0.13 A, B, C,D
$0.35
+/- 10%
Non-GAAP Adjustments
A. Equity-based compensation - Cost of sales
 0.3
B. Equity-based compensation - Selling, general and administrative and Research and development 6.3
C. Amortization related to intangible assets
 1.2
D. Net income tax effect of the above items
 (0.6)
(1) GAAP and non-GAAP diluted EPS based on approximately 54.9 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.

10