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KULICKE & SOFFA INDUSTRIES INC

For the period ended Dec 28, 2024. Filed Feb 6, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 28, 2024 · Filed Feb 6, 2025

KLIC$69.70+1.1%Stored close · as of Nov 10, 2026

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Item 1. FINANCIAL STATEMENTS (Unaudited)

Consolidated Condensed Balance Sheets as of December 28, 2024 and September 28, 20241
Consolidated Condensed Statements of Operations for the three months ended December 28, 2024 and December 30, 20232
Consolidated Condensed Statements of Comprehensive Income for the three months ended December 28, 2024 and December 30, 20233
Consolidated Condensed Statements of Changes in Shareholders’ Equity for the three months ended December 28, 2024 and December 30, 20234
Consolidated Condensed Statements of Cash Flows for the three months ended December 28, 2024 and December 30, 20235
Notes to Consolidated Condensed Financial Statements6
Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS26
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK38
Item 4.CONTROLS AND PROCEDURES39
PART II - OTHER INFORMATION
Item 1.LEGAL PROCEEDINGS40
Item 1A.RISK FACTORS40
Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS40
Item 3.DEFAULTS UPON SENIOR SECURITIES40
Item 4.MINE SAFETY DISCLOSURES40
Item 5.OTHER INFORMATION41
Item 6.EXHIBITS42
SIGNATURES43

PART I. - FINANCIAL INFORMATION

CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)

As of
December 28, 2024September 28, 2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents$278,325$227,147
Short-term investments260,000350,000
Accounts and other receivable, net of allowance for doubtful accounts of $49 and $49, respectively247,858193,909
Inventories, net185,060177,736
Prepaid expenses and other current assets42,64646,161
TOTAL CURRENT ASSETS1,013,889994,953
Property, plant and equipment, net62,46764,823
Operating right-of-use assets34,96735,923
Goodwill88,41189,748
Intangible assets, net22,80225,239
Deferred tax assets17,95317,900
Equity investments3,3853,143
Other assets7,5718,433
TOTAL ASSETS$1,251,445$1,240,162
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable48,97458,847
Operating lease liabilities7,0487,718
Accrued expenses and other current liabilities77,07390,802
Income taxes payable36,05626,427
TOTAL CURRENT LIABILITIES169,151183,794
Deferred tax liabilities34,65734,594
Income taxes payable31,54631,352
Operating lease liabilities30,52633,245
Other liabilities12,82113,168
TOTAL LIABILITIES$278,701$296,153
Commitments and contingent liabilities (Note 15)
SHAREHOLDERS' EQUITY
Preferred stock, without par value: Authorized 5,000 shares; issued - none$—$—
Common stock, without par value: Authorized 200,000 shares; issued 85,364 and 85,364, respectively; outstanding 53,541 and 53,854 shares, respectively597,901596,703
Treasury stock, at cost, 31,823 and 31,510 shares, respectively(914,241)(881,830)
Retained earnings1,313,2131,242,558
Accumulated other comprehensive loss(24,129)(13,422)
TOTAL SHAREHOLDERS’ EQUITY$972,744$944,009
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$1,251,445$1,240,162

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except per share data)

Three months ended
December 28, 2024December 30, 2023
Net revenue$166,124$171,189
Cost of sales79,04091,293
Gross profit87,08479,896
Selling, general and administrative38,61441,393
Research and development37,80836,810
Gain relating to cessation of business(75,987)—
Operating expenses43578,203
Income from operations86,6491,693
Interest income6,3529,899
Interest expense(27)(22)
Income before income taxes92,97411,570
Provision for income taxes11,3322,277
Net income$81,642$9,293
Net income per share:
Basic$1.52$0.16
Diluted$1.51$0.16
Weighted average shares outstanding:
Basic53,79156,650
Diluted54,21257,023

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

Three months ended
December 28,2024December 30,2023
Net income$81,642$9,293
Other comprehensive (loss)/income:
Foreign currency translation adjustment(8,257)6,280
Unrecognized actuarial loss/(gain) on pension plan, net of tax118(67)
Net (decrease)/increase from derivatives designated as hedging instruments, net of tax(2,568)1,470
Total other comprehensive (loss)/income(10,707)7,683
Comprehensive income$70,935$16,976

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)

Common Stock · Treasury Stock · Retained Earnings · Accumulated Other Comprehensive Loss · Shareholders' Equity
Outstanding Shares · Amount
Balances as of September 28, 202453,854$596,703$(881,830)$1,242,558$(13,422)$944,009
Issuance of stock for services rendered724570——315
Repurchase of common stock(793)—(36,879)——(36,879)
Issuance of shares for equity-based compensation473(4,873)4,549——(324)
Excise tax——(151)——(151)
Equity-based compensation—5,826———5,826
Cash dividend declared ($0.205 per share)———(10,987)—(10,987)
Components of comprehensive income:
Net income———81,642—81,642
Other comprehensive loss————(10,707)(10,707)
Total comprehensive income/(loss)———81,642(10,707)70,935
Balances as of December 28, 202453,541$597,901$(914,241)$1,313,213$(24,129)$972,744
Common Stock · Treasury Stock · Retained Earnings · Accumulated Other Comprehensive (Loss)/Income · Shareholders' Equity
Outstanding Shares · Amount
Balances as of September 30, 202356,310$577,727$(737,214)$1,355,810$(21,762)$1,174,561
Issuance of stock for services rendered725362——315
Repurchase of common stock(556)—(26,840)——(26,840)
Issuance of shares for equity-based compensation734(7,043)7,043———
Equity-based compensation—7,542———7,542
Cash dividend declared ($0.20 per share)———(11,303)—(11,303)
Components of comprehensive income
Net income———9,293—9,293
Other comprehensive income————7,6837,683
Total comprehensive income———9,2937,68316,976
Balances as of December 30, 202356,495$578,479$(756,949)$1,353,800$(14,079)$1,161,251

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

Three months ended
December 28, 2024December 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$81,642$9,293
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization5,0137,985
Equity-based compensation6,1417,857
Adjustment for inventory valuation1,3212,789
Deferred taxes10(678)
(Gain)/loss on disposal of property, plant and equipment(107)43
Gain on disposal of a subsidiary(3,227)—
Unrealized fair value changes on equity investment125(211)
Unrealized foreign currency translation(2,867)2,565
Changes in operating assets and liabilities, net of assets and liabilities assumed in businesses combinations:
Accounts and other receivable(53,938)(25,619)
Inventories(9,050)(22,083)
Prepaid expenses and other current assets1,8607,547
Accounts payable, accrued expenses and other current liabilities(15,798)(819)
Income taxes payable9,8242,396
Other, net(2,047)1,604
Net cash provided by/(used in) operating activities18,902(7,331)
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposal of a subsidiary, net of cash disposed of2,608—
Purchases of property, plant and equipment(10,202)(4,426)
Investment in private equity fund(367)(1,115)
Purchase of short-term investments(115,000)(215,000)
Maturity of short-term investments205,000160,000
Net cash provided by/(used in) investing activities82,039(60,541)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment for finance lease(106)(173)
Repurchase of common stock/treasury stock(37,228)(27,241)
Payments related to tax on vested equity compensation(324)—
Common stock cash dividends paid(10,794)(10,710)
Net cash used in financing activities(48,452)(38,124)
Effect of exchange rate changes on cash and cash equivalents(1,311)1,254
Changes in cash and cash equivalents51,178(104,742)
Cash and cash equivalents at beginning of period227,147529,402
Cash and cash equivalents at end of period$278,325$424,660
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
Property, plant and equipment included in accounts payable and accrued expenses$—$893
CASH PAID FOR:
Interest$27$22
Income taxes, net of refunds$886$264

Unaudited

NOTE 1. BASIS OF PRESENTATION

These consolidated condensed financial statements include the accounts of Kulicke and Soffa Industries, Inc. and its subsidiaries (“K&S,” “we,” “us,” “our,” or the “Company”), with appropriate elimination of intercompany balances and transactions.

The interim consolidated condensed financial statements are unaudited and, in management’s opinion, include all adjustments (consisting only of normal and recurring adjustments) necessary for a fair statement of results for these interim periods. The interim consolidated condensed financial statements do not include all of the information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024 (the “2024 Annual Report”) filed with the Securities and Exchange Commission on November 14, 2024, which includes the Consolidated Balance Sheets as of September 28, 2024 and September 30, 2023, and the related Consolidated Statements of Operations, Statements of Comprehensive Income, Changes in Shareholders’ Equity and Cash Flows for each of the years in the three-year period ended September 28, 2024. The results of operations for any interim period are not necessarily indicative of the results of operations for any other interim period or for a full year.

Fiscal Year

Each of the Company’s first three fiscal quarters end on the Saturday that is 13 weeks after the end of the immediately preceding fiscal quarter. The fourth quarter of each fiscal year ends on the Saturday closest to September 30. Fiscal 2025 quarters end on December 28, 2024, March 29, 2025, June 28, 2025 and October 4, 2025. In fiscal years consisting of 53 weeks, the fourth quarter will consist of 14 weeks. Fiscal 2024 quarters ended on December 30, 2023, March 30, 2024, June 29, 2024 and September 28, 2024.

Nature of Business

The Company designs, develops, manufactures and sells capital equipment and tools as well as services, maintains, repairs and upgrades equipment, all used to assemble semiconductor devices. The Company’s operating results depend upon the capital and operating expenditures of integrated device manufacturers (“IDMs”), outsourced semiconductor assembly and test providers (“OSATs”), foundry service providers, and other electronics manufacturers and automotive electronics suppliers worldwide which, in turn, depend on the current and anticipated market demand for semiconductors and products utilizing semiconductors. The semiconductor industry is highly volatile and experiences downturns and slowdowns which can have a severe negative effect on the semiconductor industry’s demand for semiconductor capital equipment, including assembly equipment manufactured and sold by the Company and, to a lesser extent, tools, solutions and services, including those sold or provided by the Company. These downturns and slowdowns have in the past adversely affected the Company’s operating results. The Company believes such volatility will continue to characterize the industry and the Company’s operations in the future.

Use of Estimates

The preparation of consolidated condensed financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets and liabilities, net revenue and expenses during the reporting periods, and disclosures of contingent assets and liabilities as of the date of the consolidated condensed financial statements. On an ongoing basis, management evaluates estimates, including but not limited to, those related to accounts receivable, reserves for excess and obsolete inventory and inventory valuation, carrying value and lives of fixed assets, goodwill and intangible assets, accrual for customer credit programs, the valuation estimates and assessment of impairment and observable price adjustments, income taxes, equity-based compensation expense, accrual for employee termination benefits and warranties. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable. As a result, management makes judgments regarding the carrying values of the Company’s assets and liabilities that are not readily apparent from other sources. Authoritative pronouncements, historical experience and assumptions are used as the basis for making estimates, and on an ongoing basis, management evaluates these estimates. Actual results may differ from these estimates.

In light of macroeconomic headwinds, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of December 28, 2024. While there was no material impact from macroeconomic headwinds to our consolidated condensed financial statements as of and for the quarter ended December 28, 2024, these estimates may change, as new events occur and additional information is obtained, including factors related to these headwinds, that could materially impact our consolidated condensed financial statements in future reporting periods.

Significant Accounting Policies

There have been no material changes to our significant accounting policies summarized in Note 1: Basis of Presentation to our Consolidated Financial Statements included in our 2024 Annual Report.

Recent Accounting Pronouncements

Disclosure Improvements

In October 2023, the Financial Accounting Standards Board (the "FASB") issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This ASU aligns the requirements in the FASB Accounting Standards Codification with the SEC’s regulations. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements over a variety of Codification Topics. They will also allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. This ASU will become effective for each amendment on the date on which the SEC removes the related disclosure from its regulations. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments in the ASU enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity's overall performance and assess potential future cash flows. This ASU will be effective for the Company's fiscal year 2025, and interim periods within the fiscal years beginning after the Company’s fiscal year 2026. Early adoption is permitted. The Company will include the required Segment Reporting disclosures within the Notes to Financial Statements with the filing of its Annual Report on Form 10-K for the year ending on October 4, 2025.

Income Taxes

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvement to Income Tax Disclosures. The amendments in this update are intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This ASU will be effective for the Company's fiscal year 2026. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses. This ASU requires disclosure of certain expenses in the notes to the financial statements. This ASU will be effective for the Company's fiscal 2028 on a prospective basis, with retrospective application permitted. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.

NOTE 2. BALANCE SHEET COMPONENTS

Components of significant balance sheet accounts as of December 28, 2024 and September 28, 2024 are as follows:

As of
(in thousands)December 28, 2024September 28, 2024
Inventories, net:
Raw materials and supplies$110,245$113,119
Work in process43,65543,023
Finished goods58,28453,378
212,184209,520
Inventory reserves(27,124)(31,784)
$185,060$177,736
Property, plant and equipment, net (1):
Land$2,182$2,182
Buildings and building improvements27,80123,951
Leasehold improvements39,06444,682
Data processing equipment and software37,87937,917
Machinery, equipment, furniture and fixtures103,288105,548
Construction in progress6,93010,060
217,144224,340
Accumulated depreciation(154,677)(159,517)
$62,467$64,823
Accrued expenses and other current liabilities:
Accrued customer obligations (2)$24,822$31,014
Wages and benefits29,11031,349
Dividends payable10,98710,794
Commissions and professional fees3,8394,654
Accrued leasehold renovations—6,476
Other8,3156,515
$77,073$90,802

(1)Certain balances previously presented as Accumulated Impairment as of September 28, 2024 have been reclassified to conform to the current period presentation. These reclassifications have no impact to the consolidated financial statements in the fiscal period.

(2)Represents customer advance payments, customer credit program, accrued warranty expense and accrued retrofit obligations.

NOTE 3. GOODWILL AND INTANGIBLE ASSETS

Goodwill

Intangible assets classified as goodwill are not amortized. The goodwill established in connection with our acquisitions represents the estimated future economic benefits arising from the assets we acquired that did not qualify to be identified and recognized individually. The goodwill also includes the value of expected future cash flows from the acquisitions, expected synergies with our other affiliates and other unidentifiable intangible assets.

The Company performs an annual impairment test of its goodwill during the fourth quarter of each fiscal year, which coincides with the completion of its annual forecasting and refreshing of business outlook process.

The Company performed its annual impairment test in the fourth quarter of fiscal 2024 and concluded that no impairment charge was required. Any future adverse changes in expected operating results and/or unfavorable changes in other economic factors used to estimate fair values could result in a non-cash impairment in the future.

During the three months ended December 28, 2024, the Company reviewed qualitative factors to ascertain if a “triggering” event may have taken place that may have the effect of reducing the fair value of the reporting unit below its carrying value and concluded that no triggering event had occurred. While we have concluded that a triggering event did not occur during the quarter ended December 28, 2024, the persistent macroeconomic headwinds could, in the future, require changes to assumptions utilized in the determination of the estimated fair values of the reporting units which could result in future goodwill impairment charges. Net sales and earnings growth rates could be negatively impacted by reductions or changes in demand for our products. The discount rate utilized in our valuation model could also be impacted by changes in the underlying interest rates and risk premiums included in the determination of the cost of capital.

The following table summarizes the changes in the Company’s recorded goodwill, where applicable, by reportable segments and the “All Others” category (refer to Note 14 for further information) as of December 28, 2024 and September 28, 2024:

(in thousands)Wedge Bonding EquipmentAPSAll OthersTotal
Balance at September 28, 2024(1)$18,280$26,26845,200$89,748
Other—(198)(1,139)$(1,337)
Balance at December 28, 2024$18,280$26,07044,061$88,411

(1) Cumulative goodwill impairment pertaining to the “All Others” category as of September 28, 2024 was $45.0 million.

Intangible Assets

Intangible assets with determinable lives are amortized over their estimated useful lives. The Company’s intangible assets consist primarily of developed technology, customer relationships, in-process research and development, and trade and brand names.

The following table reflects net intangible assets as of December 28, 2024 and September 28, 2024:

As of December 28, 2024 · As of September 28, 2024
(dollar amounts in thousands)Average estimateduseful lives (in years)Gross Carrying AmountAccumulated AmortizationNet AmountGross Carrying AmountAccumulated AmortizationNet Amount
Developed technology6.0 to 15.0$80,364$(60,801)$19,563$83,401$(61,575)$21,826
Customer relationships5.0 to 8.0$36,554$(34,912)$1,642$37,625$(35,916)$1,709
Trade and brand name7.0 to 8.0$7,095$(7,095)$—$7,272$(7,272)$—
Other intangible assets1.0 to 8.0$5,617$(4,479)$1,138$5,617$(4,372)$1,245
In-process research and developmentN.A$459$—$459$459$—$459
$130,089$(107,287)$22,802$134,374$(109,135)$25,239

The following table reflects estimated annual amortization expense related to intangible assets as of December 28, 2024:

As of
(in thousands)December 28, 2024
Remaining fiscal 2025$3,705
Fiscal 20264,940
Fiscal 20274,665
Fiscal 20284,244
Fiscal 20293,255
Thereafter1,993
Total amortization expense$22,802

NOTE 4. CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS

Cash equivalents consist of instruments with remaining maturities of three months or less at the date of purchase. In general, these investments are free of trading restrictions.

Cash, cash equivalents, and short-term investments consisted of the following as of December 28, 2024:

(in thousands)AmortizedCostUnrealizedGainsUnrealizedLossesEstimatedFair Value
Current assets:
Cash$27,050$—$—$27,050
Cash equivalents:
Mutual Funds (1)214,247—(3)214,244
Time deposits (2)37,031——37,031
Total cash and cash equivalents$278,328$—$(3)$278,325
Short-term investments:
Time deposits (2)260,000——260,000
Total short-term investments$260,000$—$—$260,000
Total cash, cash equivalents and short-term investments$538,328$—$(3)$538,325

(1)Mutual funds held by the Company include Money Market Funds and Ultra-Short Funds. The fair value was determined using unadjusted prices in active, accessible markets for identical assets, and as such they were classified as Level 1 assets in the fair value hierarchy.

(2)The fair value of all short-term investments approximates cost basis. The Company did not recognize any realized gains or losses on the sale of investments during the three months ended December 28, 2024.

Cash, cash equivalents and short-term investments consisted of the following as of September 28, 2024:

(in thousands)AmortizedCostUnrealizedGainsUnrealizedLossesEstimatedFair Value
Current assets:
Cash$26,800$—$—$26,800
Cash equivalents:
Mutual Funds (1)157,59089—157,679
Time deposits (2)42,668——42,668
Total cash and cash equivalents$227,058$89$—$227,147
Short-term investments:
Time deposits (2)350,000——350,000
Total short-term investments$350,000$—$—$350,000
Total cash, cash equivalents and short-term investments$577,058$89$—$577,147

(1)Mutual funds held by the Company include Money Market Funds. The fair value was determined using unadjusted prices in active, accessible markets for identical assets, and as such they were classified as Level 1 assets in the fair value hierarchy.

(2)The fair value of all short-term investments approximates cost basis. The Company did not recognize any realized gains or losses on the sale of investments during the three months ended December 30, 2023.

NOTE 5. EQUITY INVESTMENTS

Equity investments consisted of the following as of December 28, 2024 and September 28, 2024:

As of
(in thousands)December 28, 2024September 28, 2024
Non-marketable equity securities$3,385$3,143

Net Asset Value (“NAV”) (Private Equity Fund): Equity investments in affiliated investment funds are valued based on the NAV reported by the investment fund in accordance with ASC Topic 820-10. Investments held by the affiliated investment fund include a diversified portfolio of investments in the global semiconductor industry. The Company receives distributions through the liquidation of the underlying investments by the affiliated investment fund. However, the period of time over which the underlying investments are expected to be liquidated is unknown. Additionally, the Company’s ability to withdraw from the fund is subject to restrictions. The term of the fund will continue until March 18, 2032, unless dissolved earlier or otherwise extended by the General Partner. In accordance with ASC Topic 820-10, this investment is measured at fair value using the NAV per share (or its equivalent) practical expedient and has not been classified in the fair value hierarchy. As of December 28, 2024, the Company has funded $3.8 million into the affiliated investment fund and recognized a cumulative unrealized fair value loss of $0.4 million. The Company has recorded the amount of funded capital that has been called as an equity investment.

NOTE 6. FAIR VALUE MEASUREMENTS

Accounting standards establish three levels of inputs that may be used to measure fair value: quoted prices in active markets for identical assets or liabilities (referred to as Level 1), inputs other than Level 1 that are observable for the asset or liability either directly or indirectly (referred to as Level 2) and unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities (referred to as Level 3).

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

We measure certain financial assets and liabilities as described in Note 4 and 5 at fair value on a recurring basis. There were no transfers between fair value measurement levels during the three months ended December 28, 2024.

Fair Value Measurements on a Nonrecurring Basis

Our non-financial assets such as intangible assets and property, plant and equipment are carried at cost unless impairment is deemed to have occurred.

Fair Value of Financial Instruments

Amounts reported as accounts receivables, prepaid expenses and other current assets, accounts payable and accrued expenses approximate fair value.

NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS

The Company’s international operations are exposed to changes in foreign exchange rates due to transactions denominated in currencies other than U.S. dollars. Most of the Company’s revenue and cost of materials are transacted in U.S. dollars. However, a significant amount of the Company’s operating expenses is denominated in local currencies, primarily in Singapore.

The foreign currency exposure of our operating expenses is generally hedged with foreign exchange forward contracts. The Company’s foreign exchange risk management programs include using foreign exchange forward contracts with cash flow hedge accounting designation to hedge exposures to the variability in the U.S. dollar equivalent of forecasted non-U.S. dollar-denominated operating expenses. These instruments generally mature within twelve months. For these derivatives, we report the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income (loss), and we reclassify it into earnings in the same period or periods in which the hedged transaction affects earnings and in the same line item on the Consolidated Condensed Statements of Operations as the impact of the hedged transaction.

The fair value of derivative instruments on our Consolidated Condensed Balance Sheets as of December 28, 2024 and September 28, 2024 were as follows:

As of
December 28, 2024 · September 28, 2024
(in thousands)Notional AmountFair Value LiabilityDerivatives(1)Notional AmountFair Value Asset Derivatives(2)
Derivatives designated as hedging instruments:
Foreign exchange forward contracts (2)$42,486$(1,047)$46,234$1,521
Total derivatives$42,486$(1,047)$46,234$1,521

(1)The fair value of derivative liabilities is measured using level 2 fair value inputs and is included in accrued expenses and other current liabilities on our Consolidated Condensed Balance Sheets.

(2)The fair value of derivative assets is measured using level 2 fair value inputs and is included in prepaid expenses and other current assets on our Consolidated Condensed Balance Sheets.

(3)Hedged amounts expected to be recognized to income within the next twelve months.

The effects of derivative instruments designated as cash flow hedges in our Consolidated Condensed Statements of Comprehensive Income for the three months ended December 28, 2024 and December 30, 2023 were as follows:

Three months ended
(in thousands)December 28, 2024December 30, 2023
Foreign exchange forward contract in cash flow hedging relationships:
Net (loss) / gain recognized in OCI, net of tax(1)$(2,285)$1,255
Net gain / (loss) reclassified from accumulated OCI into income, net of tax(2)$283$(215)

(1)Net change in the fair value of the effective portion classified in OCI.

(2)Effective portion classified as selling, general and administrative expense.

NOTE 8. LEASES

We have entered into various non-cancellable operating and finance lease agreements for certain of our offices, manufacturing, technology, sales support and service centers, equipment, and vehicles. We determine if an arrangement is a lease, or contains a lease, at inception and record the leases in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. Our lease terms may include one or more options to extend the lease terms, for periods fromone year to 20 years, when it is reasonably certain that we will exercise that option. As of December 28, 2024, there wereno options to extend the lease which was recognized as a right-of-use (“ROU”) asset, or a lease liability. We have lease agreements with lease and non-lease components, and non-lease components are accounted for separately and not included in our leased assets and corresponding liabilities. We have elected not to present short-term leases on the Consolidated Condensed Balance Sheets as these leases have a lease term of 12 months or less at lease inception.

Operating leases are included in operating ROU assets, current operating lease liabilities and non-current operating lease liabilities, and finance leases are included in property, plant and equipment, accrued expenses and other current liabilities, and other liabilities on the Consolidated Condensed Balance Sheets. As of December 28, 2024 and September 28, 2024, our finance leases are not material.

The following table shows the components of lease expense:

Three months ended
(in thousands)December 28, 2024December 30, 2023
Operating lease expense (1)$2,348$2,857

(1)Operating lease expense includes short-term lease expense and variable lease expenses, which is immaterial for the three months ended December 28, 2024 and December 30, 2023.

The following table shows the cash flows arising from lease transactions. Cash payments related to short-term leases are not included in the measurement of operating lease liabilities, and, as such, are excluded from the amounts below:

Three months ended
(in thousands)December 28, 2024December 30, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases$2,570$2,422

The following table shows the weighted-average lease terms and discount rates for operating leases:

As of
December 28, 2024September 28, 2024
Operating leases:
Weighted-average remaining lease term (in years):7.17.3
Weighted-average discount rate:7.1%7.2%

Future lease payments, excluding short-term leases, as of December 28, 2024, are detailed as follows:

As of
(in thousands)December 28, 2024
Remaining fiscal 2025$7,552
Fiscal 20267,654
Fiscal 20275,516
Fiscal 20284,860
Fiscal 20294,788
Thereafter17,688
Total minimum lease payments$48,058
Less: Interest$10,484
Present value of lease obligations$37,574
Less: Current portion$7,048
Long-term portion of lease obligations$30,526

NOTE 9. DEBT AND OTHER OBLIGATIONS

Bank Guarantees

On November 22, 2013, the Company obtained a $5.0 million credit facility with Citibank in connection with the issuance of bank guarantees for operational purposes. As of December 28, 2024, the outstanding amount under this facility was $4.7 million.

Credit Facilities

On February 15, 2019, the Company entered into a Facility Letter and Overdraft Agreement (collectively, the “Facility Agreements”) with MUFG Bank, Ltd., Singapore Branch (the “Bank”). The Facility Agreements provide the Company and one of its subsidiaries with an overdraft facility of up to $150.0 million (the “Overdraft Facility”) for general corporate purposes. Amounts outstanding under the Overdraft Facility, including interest, are payable upon thirty days written demand by the Bank. Interest on the Overdraft Facility is calculated on a daily basis, and the applicable interest rate is calculated at the Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.5% per annum. The Overdraft Facility is an unsecured facility per the terms of the Facility Agreements. The Facility Agreements contain customary non-financial covenants, including, without limitation, covenants that restrict the Company’s ability to sell or dispose of its assets, cease owning at least 51% of two of its subsidiaries (the “Subsidiaries”), or encumber its assets with material security interests (including any pledge of monies in the Subsidiaries' cash deposit account with the Bank). The Facility Agreements also contain typical events of default, including, without limitation, non-payment of financial obligations when due, cross defaults to other material indebtedness of the Company and any breach of a representation or warranty under the Facility Agreements. As of December 28, 2024, there wereno outstanding amounts under the Overdraft Facility.

NOTE 10. SHAREHOLDERS’ EQUITY AND EMPLOYEE BENEFIT PLANS

Share Repurchase Program

On August 15, 2017, the Company’s Board of Directors authorized a program to repurchase up to $100 million of the Company’s common stock on or before August 1, 2020. In 2018, 2019, 2020 and 2022, the Board of Directors increased the share repurchase authorization to $200 million, $300 million, $400 million and $800 million, respectively, and extended its duration through August 1, 2025 (the "Prior Program").

During the three months ended December 28, 2024, the Company repurchased a total of approximately 657.0 thousand shares of common stock under the Prior Program at a cost of approximately $30.3 million. On December 2, 2024, the Company announced that it has completed share repurchases under the Prior Program.

Additionally, and as previously announced on November 13, 2024, the Board of Directors authorized a new share repurchase program to repurchase up to $300 million of the Company's common stock (the "New Program"), with the intention that the New Program initiate upon the completion of the Prior Program.

Contemporaneously, on December 2, 2024, the Company entered into a new written trading plan under Rule 10b5-1 of the Exchange Act, to facilitate repurchases under the New Program. The plan permits the purchase of up to approximately $300 million of the Company’s common stock from December 2, 2024 through December 2, 2029. The New Program may be suspended or discontinued at any time and is funded using the Company’s available cash, cash equivalents and short-term investments. Under the New Program, shares may be repurchased through open market and/or privately negotiated transactions at prices deemed appropriate by management. The timing and amount of repurchase transactions under the New Program depend on market conditions as well as corporate and regulatory considerations.

During the three months ended December 28, 2024, the Company repurchased a total of approximately 136.0 thousand shares of common stock under the New Program at a cost of approximately $6.6 million.

The stock repurchases were recorded in the periods the repurchased shares were delivered and accounted for as treasury stock in the Company’s Consolidated Condensed Balance Sheets. The Company records treasury stock purchases under the cost method using the first-in, first-out (FIFO) method. Upon re-issuance of treasury stock, amounts in excess of the acquisition cost are credited to additional paid-in capital.

If the Company reissues treasury stock at an amount below its acquisition cost and additional paid-in capital associated with prior treasury stock transactions is insufficient to cover the difference between acquisition cost and the reissue price, this difference is recorded against retained earnings.

As of December 28, 2024, our remaining stock repurchase authorization under the New Program was approximately $293.4 million.

Dividends

On November 13, 2025, the Board of Directors declared a quarterly dividend of $0.205 per share of common stock, representing a $0.005 increase over the last quarterly dividend. Dividends paid during the three months ended December 28, 2024 totaled $10.8 million. The declaration of any future cash dividend is at the discretion of the Board of Directors and will depend on the Company’s financial condition, results of operations, capital requirements, business conditions and other factors, as well as a determination that such dividends are in the best interests of the Company’s shareholders.

Accumulated Other Comprehensive/Loss

The following table reflects changes in accumulated other comprehensive income/(loss) by component as of December 28, 2024 and September 28, 2024:

(in thousands)Cumulative Foreign Currency Translation AdjustmentPension Plan AdjustmentsGain/(Loss) on Derivative InstrumentsTotal
As of September 28, 2024$(13,261)$(1,682)$1,521$(13,422)
Other comprehensive income/(loss) before reclassifications(7,923)118(2,285)(10,090)
Amount reclassified out of accumulated other comprehensive income/(loss)(815)—(283)(1,098)
Tax effects481——481
Other comprehensive income/(loss)(8,257)118(2,568)(10,707)
As of December 28, 2024$(21,518)$(1,564)$(1,047)$(24,129)

Equity-Based Compensation

The Company has a stockholder-approved equity-based compensation plan, the 2021 Omnibus Incentive Plan (the “Plan”) from which employees and directors receive grants. As of December 28, 2024,1.1 million shares of common stock are available for grant to the Company’s employees and directors under the Plan.

Relative Total Shareholder Return Performance Share Units (“Relative TSR PSUs”) entitle the employee to receive common stock of the Company on the award vesting date, typically the third anniversary of the grant date (or as soon as administratively practicable if later), if market performance objectives which measure the relative TSR are attained. Relative TSR is calculated based upon the 90-calendar day average price at the end of the performance period of the Company’s stock as compared to specific peer companies that comprise the GICS (45301020) Semiconductor Index. TSR is measured for the Company and each peer company over a performance period, which is generally three years. Vesting percentages range from 0% to 200% of awards granted. The provisions of the Relative TSR PSUs are reflected in the grant date fair value of the award; therefore, compensation expense is recognized regardless of whether the market condition is ultimately satisfied. Compensation expense is reversed if the award is forfeited prior to the vesting date.

Revenue Growth Performance Share Units (“Growth PSUs”) entitle the employee to receive common stock of the Company on the award vesting date, typically the third anniversary of the grant date (or as soon as administratively practicable if later), based on organic revenue growth objectives and relative growth performance against named competitors as set by the Management Development and Compensation Committee (“MDCC”) of the Company’s Board of Directors. Organic revenue growth is calculated by averaging revenue growth (net of revenues from acquisitions) over a performance period, which is generally three years. Revenues from acquisitions will be included in the calculation after four fiscal quarters after acquisition. Any portion of the grant that does not meet the revenue growth objectives and relative growth performance is forfeited. Vesting percentages range from 0% to 200% of awards granted.

In general, Time-based Restricted Share Units (“Time-based RSUs”) awarded to employees vest ratably over athree-year period on the anniversary of the grant date provided the employee remains employed by the Company.

Equity-based compensation expense recognized in the Consolidated Condensed Statements of Operations for the three months ended December 28, 2024 and December 30, 2023 was based upon awards ultimately expected to vest, with forfeiture accounted for when they occur.

The following table reflects Time-based RSUs, Relative TSR PSUs, Growth PSUs and common stock granted during the three months ended December 28, 2024 and December 30, 2023:

Three months ended
(shares in thousands)December 28, 2024December 30, 2023
Time-based RSUs563499
Relative TSR PSUs128231
Growth PSUs—49
Common stock77
Equity-based compensation in shares698786

The following table reflects total equity-based compensation expense, which includes Time-based RSUs, Relative TSR PSUs, Growth PSUs and common stock, included in the Consolidated Condensed Statements of Operations during the three months ended December 28, 2024 and December 30, 2023:

Three months ended
(in thousands)December 28, 2024December 30, 2023
Cost of sales$383$359
Selling, general and administrative3,7395,680
Research and development2,0191,818
Total equity-based compensation expense$6,141$7,857

The following table reflects equity-based compensation expense, by type of award, for the three months ended December 28, 2024 and December 30, 2023:

Three months ended
(in thousands)December 28, 2024December 30, 2023
Time-based RSUs$5,156$4,543
Relative TSR PSUs1,7781,560
Growth PSUs(1,108)1,439
Common stock315315
Total equity-based compensation expense$6,141$7,857

NOTE 11. REVENUE AND CONTRACT BALANCES

The Company recognizes revenue when we satisfy performance obligations as evidenced by the transfer of control of our products or services to customers. In general, the Company generates revenue from product sales, either directly to customers or to distributors. In determining whether a contract exists, we evaluate the terms of the agreement, the relationship with the customer or distributor and their ability to pay. Service revenue is generally recognized over time as the services are performed. For the three months ended December 28, 2024 and December 30, 2023, the service revenue was not material.

The Company reports revenue based on its reportable segments and end markets, which provides information about how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Please refer to Note 14: Segment Information, for disclosure of revenue by segment and end markets.

Contract Balances

As of
(in thousands)December 28, 2024September 28, 2024
Contract liabilities$12,443$18,646

Our contract liabilities are primarily related to payments received in advance of satisfying performance obligations, and are reported in the accompanying Consolidated Condensed Balance Sheets within accrued expenses and other current liabilities.

Contract liabilities increased as a result of receiving new advanced payments from customers, partially offset by the recognition in revenue of $9.6 million that was included in contract liabilities as of September 28, 2024.

NOTE 12. EARNINGS PER SHARE

Basic income per share is calculated using the weighted average number of shares of common stock outstanding during the period. Restricted stock are included in the calculation of diluted earnings per share, except when their effect would be anti-dilutive.

The following table reflects a reconciliation of the shares used in the basic and diluted net income per share computation for the three months ended December 28, 2024 and December 30, 2023:

Three months ended
(in thousands, except per share data) · December 28, 2024 · December 30, 2023
Basic · Diluted · Basic · Diluted
NUMERATOR:
Net income$81,642$81,642$9,293$9,293
DENOMINATOR:
Weighted average shares outstanding - Basic53,79153,79156,65056,650
Dilutive effect of Equity Plans421373
Weighted average shares outstanding - Diluted54,21257,023
EPS:
Net income per share - Basic$1.52$1.52$0.16$0.16
Effect of dilutive shares(0.01)—
Net income per share - Diluted$1.51$0.16
Anti-dilutive shares(1)125

(1) Represents the Time-based RSUs, Relative TSR PSUs and Growth PSUs that are excluded from the calculation of diluted earnings per share for the three months ended December 28, 2024 and December 30, 2023 as the effect would have been anti-dilutive.

NOTE 13. INCOME TAXES

The following table reflects the provision for income taxes and the effective tax rate for the three months ended December 28, 2024 and December 30, 2023:

Three months ended
(dollar amounts in thousands)December 28, 2024December 30, 2023
Provision for income taxes$11,332$2,277
Effective tax rate12.2%19.7%

For the three months ended December 28, 2024, the increase in provision for income taxes and the decrease in the effective tax rate was primarily due to the reimbursement from Project W cancellation which was recorded as a discrete item in the quarter.

For the three months ended December 28, 2024, the effective tax rate is different than the U.S. federal statutory tax rate primarily due to earnings of foreign subsidiaries subject to tax at different rates than the U.S., tax incentives, tax credits, changes in valuation allowances, the impact of Global Intangible Low-Taxed Income, and the tax impact from the reimbursement of Project W cancellation.

NOTE 14. SEGMENT INFORMATION

Reportable segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker (the “CODM”) in deciding how to allocate resources and assess performance. The Company’s Chief Executive Officer is the CODM. The CODM does not review discrete asset information.

The Company hasfour reportable segments consisting of: (1) Ball Bonding Equipment, (2) Wedge Bonding Equipment, (3) Advanced Solutions, and (4) Aftermarket Products and Services (“APS”). The four reportable segments are disclosed below:

Ball Bonding Equipment: Reflects the results of the Company from the design, development, manufacture and sale of ball bonding equipment and wafer level bonding equipment.

Wedge Bonding Equipment: Reflects the results of the Company from the design, development, manufacture and sale of wedge and wedge-related bonding equipment.

Advanced Solutions: Reflects the results of the Company from the design, development, manufacture and sale of certain advanced display, die-attach and thermocompression systems and solutions.

APS: Reflects the results of the Company from the design, development, manufacture and sale of a variety of tools, spares and services for our equipment.

Any other operating segments that have not been aggregated within the reportable segments described above which do not meet the quantitative threshold to be disclosed as a separate reportable segment have been grouped within an “All Others” category. This group is reflective of the results of the Company from the design, development, manufacture and sale of certain advanced display, advanced dispense, electronics assembly and die-attach systems and solutions. Results for the “All Others” category and other corporate expenses are included as a reconciling item between the Company’s reportable segments and its consolidated results of operations.

The following table reflects operating information by segment for the three months ended December 28, 2024 and December 30, 2023:

Three months ended
(in thousands)December 28, 2024December 30, 2023
Net revenue:
Ball Bonding Equipment$59,686$86,270
Wedge Bonding Equipment32,22323,459
Advanced Solutions28,17811,324
APS39,38641,241
All Others6,6518,895
Net revenue166,124171,189
Income from operations:
Ball Bonding Equipment13,42827,714
Wedge Bonding Equipment6,7034,294
Advanced Solutions78,574(13,435)
APS11,25512,246
All Others(3,212)(8,074)
Corporate Expenses(20,099)(21,052)
Income from operations$86,649$1,693

We have considered: (1) information that is regularly reviewed by our CODM in evaluating financial performance and how to allocate resources; and (2) other financial data, including information that we include in our earnings releases but which is not included in our financial statements, to disaggregate revenues by end markets served. The principal category we use to disaggregate revenues is by the end markets served.

The following table reflects net revenue by end markets served for the three months ended December 28, 2024 and December 30, 2023:

Three months ended
(in thousands)December 28, 2024December 30, 2023
General Semiconductor$65,559$70,948
Automotive & Industrial31,17523,521
LED19,2795,732
Memory10,72529,747
APS39,38641,241
Total revenue$166,124$171,189

The following table reflects capital expenditures, depreciation expense and amortization expense for the three months ended December 28, 2024 and December 30, 2023:

Three months ended
(in thousands)December 28, 2024December 30, 2023
Capital expenditures:
Ball Bonding Equipment$7$396
Wedge Bonding Equipment3514
Advanced Solutions78244
APS384425
All Others148141
Corporate Expenses1,4592,313
$2,111$3,533
Depreciation expense:
Ball Bonding Equipment$332$321
Wedge Bonding Equipment227284
Advanced Solutions2353,047
APS1,3991,323
All Others328380
Corporate Expenses1,2461,283
$3,767$6,638
Amortization expense:
Ball Bonding Equipment$—$—
Wedge Bonding Equipment——
Advanced Solutions——
APS281226
All Others8731,029
Corporate Expenses9292
$1,246$1,347

NOTE 15. COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS

Warranty Expense

The Company’s equipment is generally shipped with aone-year warranty against manufacturing defects. The Company establishes reserves for estimated warranty expense when revenue for the related equipment is recognized. The reserve for estimated warranty expense is based upon historical experience and management’s estimate of future warranty costs, including product part replacement, freight charges and related labor costs expected to be incurred in correcting manufacturing defects during the warranty period.

The following table reflects the reserve for warranty activity for the three months ended December 28, 2024 and December 30, 2023:

Three months ended
(in thousands)December 28, 2024December 30, 2023
Reserve for warranty, beginning of period$9,911$10,457
Provision for warranty2,5292,936
Utilization of reserve(3,014)(3,226)
Reserve for warranty, end of period$9,426$10,167

Other Commitments and Contingencies

The following table reflects obligations not reflected on the Consolidated Condensed Balance Sheets as of December 28, 2024:

Payments due by fiscal year
(in thousands)Total20252026202720282029Thereafter
Inventory purchase obligation (1)$137,052$47,166$89,886$—$—$—$—

(1)The Company orders inventory components in the normal course of its business. A portion of these orders are non-cancelable and a portion may have varying penalties and charges in the event of cancellation.

From time to time, the Company is party to or the target of lawsuits, claims, investigations and proceedings, including for personal injury, intellectual property, commercial, contract, and employment matters, which are handled and defended in the ordinary course of business. The Company accrues a contingent loss liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When a single amount cannot be reasonably estimated but the cost can be estimated within a range, the Company accrues the minimum amount. The Company expenses legal costs, including those expected to be incurred in connection with a loss contingency, as incurred.

Unfunded Capital Commitments

As of December 28, 2024, the Company also has an obligation to fund uncalled capital commitments of approximately $6.2 million, as and when required, in relation to its investment in a private equity fund.

Concentrations

The following table reflects significant customer concentrations as a percentage of net revenue for the three months ended December 28, 2024 and December 30, 2023:

Three months ended
December 28, 2024December 30, 2023
First Technology China Ltd.(1)11.8%*
Tianshui Huatian Technology Co., Ltd.10.9%*
Matfron (Shanghai) Semiconductor Technology Co.,Ltd.*10.6%
  • Represents less than 10% of total net revenue

(1) Distributor of the Company’s products

The following table reflects significant customer concentrations as a percentage of total accounts receivable as of December 28, 2024 and December 30, 2023:

As of
December 28, 2024December 30, 2023
Tianshui Huatian Technology Co., Ltd.23.4%*
Forehope Electronic (Ningbo) Co., Ltd.11.8%10.7%
  • Represents less than 10% of total accounts receivable

NOTE 16. CESSATION OF BUSINESS

Cancellation of Project

The Company was engaged by one of its customers (the "Customer") to support the Customer with the development and future mass production of certain technologies relating to advanced display (the "Project"), previously referred to as Project W. As previously disclosed in fiscal 2024, in connection with the Customer's strategic review of its business, the Customer informed the Company that it cancelled the Project.

On November 4, 2024, the Company and the Customer entered into a written agreement pursuant to which the Customer had agreed to reimburse the Company for certain costs and expenses that the Company incurred in connection with the Project. Pursuant to the agreement, the Customer agreed to pay $86.2 million to the Company. $15.1 million was included within "Net Revenue" for delivered products. The remaining $71.1 million was included in "Gain relating to cessation of business" in the Consolidated Condensed Statements of Operations, with the corresponding increase to the Accounts and other receivable in our Consolidated Condensed Balance Sheets.

Disposal of a subsidiary

On October 16, 2024, the Company, through one of its subsidiaries, Kulicke and Soffa Holland Holdings B.V., entered into a Share Sale and Purchase Agreement with Onto Innovation Europe B.V. ("Onto") for the sale of 100% of the common shares of Kulicke & Soffa Liteq B.V. ("K&S Liteq") and its related lithography business. The sale was completed on October 18, 2024. Accordingly, the Company has deconsolidated K&S Liteq in the Company’s unaudited condensed consolidated financial statements. The disposal of K&S Liteq did not have a material impact on our consolidated financial statements.

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