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KULICKE & SOFFA INDUSTRIES INC0000056978falseSingapore00000569782024-11-132024-11-130000056978dei:OtherAddressMember2024-11-132024-11-13

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): November 13, 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 November 13, 2024, Kulicke and Soffa Industries, Inc. (the “Company”) issued a press release with respect to its financial results for its fourth fiscal quarter ended September 28, 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: November 13, 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 ex991q42024.htm EX-99.1 Document

Exhibit 99.1
logoa02a01a01a40a.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 Fourth Quarter 2024 Results
Singapore – November 13, 2024 – Kulicke and Soffa Industries, Inc. (NASDAQ: KLIC) (“Kulicke & Soffa,” “K&S,” “our,” or the “Company”), today announced the financial results of its fourth fiscal quarter ended September 28, 2024. The Company reported fourth quarter net revenue of $181.3 million, net income of $12.1 million, representing EPS of $0.22 per fully diluted shares, and non-GAAP net income of $18.5 million, representing non-GAAP EPS of $0.34 per fully diluted share.

Quarterly Results - U.S. GAAP
 
Fiscal Q4 2024
 		 Change vs.
Fiscal Q4 2023		 Change vs.
Fiscal Q3 2024
Net Revenue $181.3 million down 10.4% down 0.2%
Gross Margin 48.3% up 90 bps up 170 bps
Income from Operations $2.7 million down 86.2% down 67.5%
Operating Margin 1.5% down 810 bps down 310 bps
Net Income $12.1 million down 48.1% down 1.2%
Net Margin 6.7% down 480 bps down 10 bps
EPS – Diluted $0.22 down 46.3% up 0%
Quarterly Results - Non-GAAP
 
Fiscal Q4 2024
 		 Change vs.
Fiscal Q4 2023		 Change vs.
Fiscal Q3 2024
Income from Operations $12.7 million down 51.7% down 20.2%
Operating Margin 7.0% down 600 bps down 170 bps
Net Income $18.5 million down 37% down 4.1%
Net Margin 10.2% down 430 bps down 40 bps
EPS - Diluted $0.34 down 33.3% down 2.9%
A reconciliation of the GAAP and non-GAAP adjusted results is provided in the financial tables included in this release. See also “Use of non-GAAP Financial Results” section.

Fusen Chen, Kulicke & Soffa’s President and Chief Executive Officer, stated, “We continue to drive market adoption of our advanced packaging and assembly solutions including vertical wire, high-power interconnect (HPI), advanced dispense and fluxless thermo-compression (FTC). Demand for these solutions is anticipated to accelerate along with coordinated General Semiconductor and Automotive market recovery through fiscal year 2025." The transition to emerging chiplet and heterogeneous applications — which are enabling new levels of performance and transistor density — position Kulicke & Soffa for additional share gains within leading-edge logic.

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Beyond this emerging FTC solution which is supporting leading-edge assembly transitions; high-volume memory, automotive and LED applications are also requiring new assembly solutions which can deliver package-level transistor density improvements. These growing market needs are being directly supported through Kulicke & Soffa's portfolio of vertical wire, advanced dispense and advanced display solutions.
Fiscal Year 2024 Financial Highlights
•Net revenue of $706.2 million.    
•Gross margin of 38.1%.
•Net loss of $69.0 million or $(1.24) per fully diluted share; non-GAAP net income of $1.6 million or $0.03 per fully diluted share.
•GAAP cash from operations of $31.0 million; Adjusted free cash flow of $14.9 million.
•The Company repurchased a total of 3.2 million shares of common stock at a cost of $151.0 million.
•Cash, cash equivalents, and short-term investments were $577.1 million as of September 28, 2024.

Fourth Quarter Fiscal 2024 Financial Highlights 
•Net revenue of $181.3 million.    
•Gross margin of 48.3%.
•Net income of $12.1 million or $0.22 per fully diluted share; non-GAAP net income of $18.5 million or $0.34 per fully diluted share.
•GAAP cash from operations of $31.6 million; Adjusted free cash flow of $29.2 million.
•The Company repurchased a total of 1.0 million shares of common stock at a cost of $42.7 million.

First Quarter Fiscal 2025 Outlook
The Company currently expects net revenue in the first fiscal quarter of 2025, ending December 28, 2024, to be approximately $165.0 million, +/- $10 million, GAAP diluted EPS to be approximately $1.45 +/- 10%, and non-GAAP diluted EPS to be approximately $0.28, +/- 10%. This outlook includes favorable claim/proceeds relating to cessation of business due to the cancellation of Project W - which was disclosed on March 11, 2024.
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 tomorrow, November 14, 2024, beginning at 8:00am EST. 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.
A replay will be available from approximately one hour after the completion of the call by calling toll-free +1-877-660-6853 or internationally +1-201-612-7415 and using the replay ID number of 13743544.

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Use of Non-GAAP Financial Results
In addition to U.S. 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 cost, 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 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 U.S. GAAP metrics as well as 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.

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Caution Concerning Results and Forward Looking Statements
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 thermo-compression 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 persistent macroeconomic headwinds on our business, actual or potential inflationary pressures, disruptions, breaches or failures in our information technology systems and network infrastructures, 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.

Contacts:
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 Twelve months ended
September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023
Net revenue $ 181,319  $ 202,320  $ 706,232  $ 742,491 
Cost of sales 93,662  106,481  437,478  383,836 
Gross profit 87,657  95,839  268,754  358,655 
Operating expenses:
Selling, general and administrative 42,645  37,380  155,142  145,493 
Research and development 38,763  37,616  151,214  144,701 
Impairment charges —  —  44,472  21,535 
Acquisition-related cost —  13  —  511 
Amortization of intangible assets 1,266  1,356  5,188  6,099 
Restructuring 2,294  —  5,234  879 
Total operating expenses 84,968  76,365  361,250  319,218 
Income/(loss) from operations 2,689  19,474  (92,496) 39,437 
Other income / (expense):
Interest income 7,423  9,500  34,230  32,906 
Interest expense (29) (26) (89) (142)
Income/(loss) before income taxes 10,083  28,948  (58,355) 72,201 
Income tax (benefit) / expense (2,034) 5,591  10,651  15,053 
Net income / (loss) $ 12,117  $ 23,357  $ (69,006) $ 57,148 
Net income / (loss) per share:
Basic $ 0.22  $ 0.41  $ (1.24) $ 1.01 
Diluted $ 0.22  $ 0.41  $ (1.24) $ 0.99 
Cash dividends declared per share $ 0.20  $ 0.19  $ 0.80  $ 0.76 
Weighted average shares outstanding:
Basic 54,368  56,442  55,613  56,682 
Diluted 54,871  57,408  55,613  57,548 

  Three months ended Twelve months ended
Supplemental financial data: September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023
Depreciation and amortization $ 4,839  $ 8,111  $ 24,735  $ 28,857 
Capital expenditures 3,091  4,217  13,736  47,702 
Equity-based compensation expense:
Cost of sales 240  289  1,277  1,192 
Selling, general and administrative 4,441  3,841  18,524  16,239 
Research and development 1,758  1,311  7,090  5,313 
Total equity-based compensation expense $ 6,439  $ 5,441  $ 26,891  $ 22,744 

  As of
September 28, 2024 September 30, 2023
Number of employees 2,746  3,025 

5

KULICKE AND SOFFA INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
(Unaudited)
As of
September 28, 2024 September 30, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 227,147  $ 529,402 
Short-term investments 350,000  230,000 
Accounts and notes receivable, net of allowance for doubtful accounts of $49 and $49 respectively 193,909  158,601 
Inventories, net 177,736  217,304 
Prepaid expenses and other current assets 46,161  53,751 
TOTAL CURRENT ASSETS 994,953  1,189,058 
Property, plant and equipment, net 64,823  110,051 
Operating right-of-use assets 35,923  47,148 
Goodwill 89,748  88,673 
Intangible assets, net 25,239  29,357 
Deferred tax assets 17,900  31,551 
Equity investments 3,143  716 
Other assets 8,433  3,223 
TOTAL ASSETS $ 1,240,162  $ 1,499,777 
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES    
Accounts payable 58,847  49,302 
Operating lease liabilities 7,718  6,574 
Accrued expenses and other current liabilities 90,802  103,005 
Income taxes payable 26,427  22,670 
TOTAL CURRENT LIABILITIES 183,794  181,551 
Deferred tax liabilities 34,594  37,264 
Income taxes payable 31,352  52,793 
Operating lease liabilities 33,245  41,839 
Other liabilities 13,168  11,769 
TOTAL LIABILITIES $ 296,153  $ 325,216 
SHAREHOLDERS' EQUITY    
Common stock, no par value 596,703  577,727 
Treasury stock, at cost (881,830) (737,214)
Retained earnings 1,242,558  1,355,810 
Accumulated other comprehensive loss (13,422) (21,762)
TOTAL SHAREHOLDERS' EQUITY $ 944,009  $ 1,174,561 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,240,162  $ 1,499,777 
 
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KULICKE AND SOFFA INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
  Three months ended Twelve months ended
  September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023
Net cash provided by operating activities $ 31,619  $ 77,492  $ 31,037  $ 173,404 
Net cash (used in) / provided by investing activities, continuing operations (117,983) 70,386  (138,501) (91,338)
Net cash used in financing activities, continuing operations (54,371) (19,518) (196,100) (111,876)
Effect of exchange rate changes on cash and cash equivalents 965  (764) 1,309  3,675 
Changes in cash and cash equivalents (139,770) 127,596  (302,255) (26,135)
Cash and cash equivalents, beginning of period 366,917  401,806  529,402  555,537 
Cash and cash equivalents, end of period $ 227,147  $ 529,402  $ 227,147  $ 529,402 
Short-term investments 350,000  230,000  350,000  230,000 
Total cash, cash equivalents, and short-term investments $ 577,147  $ 759,402  $ 577,147  $ 759,402 

7

Reconciliation of U.S. GAAP Income from Operating
to Non-GAAP Income from Operation and Operating Margin
(In thousands, except percentages)
(unaudited)
  Three months ended
September 28, 2024 September 30,
2023		 June 29,
2024
Net revenue $ 181,319  $ 202,320  $ 181,650 
U.S. GAAP income from operations 2,689  19,474  8,277 
U.S. GAAP operating margin 1.5  % 9.6  % 4.6  %
Pre-tax non-GAAP items:
Amortization related to intangible assets
 $ 1,266  $ 1,356  1,250 
Acquisition-related costs —  13  — 
Equity-based compensation 6,439  5,441  6,363 
Restructuring 2,294  —  — 
Non-GAAP income from operations $ 12,688  $ 26,284  $ 15,890 
Non-GAAP operating margin 7.0  % 13.0  % 8.7  %

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Reconciliation of U.S. GAAP Net Income to Non-GAAP Net Income and
U.S. GAAP net income per share to Non-GAAP net income per share
(in thousands, except per share data)
(unaudited)
  Twelve months ended Three months ended
September 28, 2024 September 28, 2024 September 30, 2023 June 29,
2024
Net revenue $ 706,232  $ 181,319  $ 202,320  $ 181,650 
U.S. GAAP net income (69,006) 12,117  23,357  12,264 
U.S. GAAP net margin (9.8) % 6.7  % 11.5  % 6.8  %
Non-GAAP adjustments:
Amortization related to intangible assets
 $ 5,188  $ 1,266  $ 1,356  1,250 
Restructuring 5,234  2,294  —  — 
Acquisition-related costs —  —  13  — 
Equity-based compensation 26,891  6,439  5,441  6,363 
Impairment charges 44,472  —  —  — 
Income tax benefit - US one-time transition tax (6,461) (6,461) —  — 
Net income tax (benefit)/expense on non-GAAP items
 (4,752) 2,866  (758) (568)
Total non-GAAP adjustments 70,572  6,404  6,052  7,045 
Non-GAAP net income 1,566  18,521  29,409  19,309 
Non-GAAP net margin 0.2  % 10.2  % 14.5  % 10.6  %
U.S. GAAP net income per share:
Basic (1.24) 0.22  0.41  0.22 
Diluted(a)
 (1.24) 0.22  0.41  0.22 
Non-GAAP adjustments per share:(b)
Basic 1.27  0.12  0.11  0.13 
Diluted 1.27  0.12  0.10  0.13 
Non-GAAP net income per share:
Basic $ 0.03  $ 0.34  $ 0.52  $ 0.35 
Diluted(c)
 $ 0.03  $ 0.34  $ 0.51  $ 0.35 
Weighted average shares outstanding:
Basic 55,613  54,368  56,442  55,280 
Diluted 55,613  54,871  57,408  55,724 
(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 includes amortization related to intangible assets acquired through business combinations, costs associated with restructuring and severance, acquisition and integration cost, equity-based compensation expenses, impairment relating to business cessation or disposal, income tax benefit from the U.S. Tax Court opinion in Varian Medical Systems, Inc. v. Commissioner related to the U.S. one-time transition tax 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)



  Twelve months ended Three months ended
September 28, 2024 September 28, 2024 September 30, 2023 June 29,
2024
U.S. GAAP net cash provided by operating activities $ 31,037  $ 31,619  $ 77,492  $ 26,897 
Expenditures for property, plant and equipment (16,148) (2,468) (9,281) (2,683)
Proceeds from sales of property, plant and equipment 27  27  273  — 
Non-GAAP adjusted free cash flow 14,916  29,178  68,484  24,214 
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Reconciliation of U.S. GAAP to Non-GAAP Outlook
(In millions, except per share data)
(Unaudited)

First quarter of fiscal 2025 ending December 28, 2024
GAAP Outlook Adjustments Non-GAAP Outlook
Net revenue
$165 million
+/- $10 million
 —
$165 million
+/- $10 million
Operating expenses
$4.0 million
+/- 2%
$(66.5) million B,C, D,E
$70.5 million
+/- 2%
Diluted EPS(1)
$1.45
+/- 10%
$(1.17) A, B, C, D ,E, F
$0.28
+/- 10%
Non-GAAP Adjustments
A. Equity-based compensation - Cost of sales
 0.5
B. Equity-based compensation - Selling, general and administrative and Research and development 6.3
C. Amortization related to intangible assets
 1.4
D. Restructuring expenses 0.8
E. Claim/proceeds relating to cessation of business (75.0)
F. Net income tax effect of the above items 2.4
(1) GAAP and non-GAAP diluted EPS based on approximately 54.2 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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