8-K
Kulicke & Soffa Industries Inc (KLIC)
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): July 29, 2020
____________________________________________________
KULICKE AND SOFFA INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| ____________________________________________________ | Pennsylvania | 000-00121 | 23-1498399 |
|---|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
23A Serangoon North Avenue 5, #01-01, K&S Corporate Headquarters, Singapore 554369
(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)) |
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. ☐
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 |
Item 2.02 Results of Operations and Financial Condition.
On July 29, 2020, Kulicke and Soffa Industries, Inc. (the “Company”) issued a press release with respect to its financial results for its third fiscal quarter ended June 27, 2020. 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 | Press Release dated July 29, 2020 |
| 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: July 30, 2020 | By: | /s/ LESTER WONG |
| Name: | Lester Wong | |
| Title: | Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated July 29, 2020 |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8‑K. |
Exhibit
Exhibit 99.1
| K&S Corporate Headquarters<br><br>Kulicke & Soffa Pte. Ltd.<br><br>23A Serangoon North Ave 5<br><br>#01-01, Singapore 554369 |
|---|
| +65-6880-9600 main<br><br>+65-6880-9580 fax<br><br>www.kns.com<br><br>Co. Regn. No. 199902120H |
Kulicke & Soffa Reports Third Quarter 2020 Results
Singapore – July 29, 2020 – Kulicke and Soffa Industries, Inc. (NASDAQ: KLIC) (“Kulicke & Soffa,” “K&S” or the “Company”), today announced financial results of its third fiscal quarter ended June 27, 2020. The Company reported third quarter net revenue of $150.5 million, net income of $11.2 million and non-GAAP net income of $12.9 million.
| Quarterly Results - U.S. GAAP | |||
|---|---|---|---|
| Fiscal Q3 2020 | Change vs.<br>Fiscal Q3 2019 | Change vs.<br>Fiscal Q2 2020 | |
| Net Revenue | $150.5 million | up 18.4% | down 0.1% |
| Gross Profit | $69.4 million | up 18% | up 0.1% |
| Gross Margin | 46.1% | down 10 bps | up 10 bps |
| Income from Operations | $11.0 million | up 511.1% | down 0.9% |
| Operating Margin | 7.3% | up 590 bps | down 10 bps |
| Net Income | $11.2 million | up 761.5% | down 5.9% |
| Net Margin | 7.4% | up 640 bps | down 50 bps |
| EPS – Diluted^(a)^ | $0.18 | up 800% | down 5.3% |
| (a) | GAAP diluted net earnings per share reflects any dilutive effect of outstanding restricted stock units and stock options, but that effect is excluded when calculating GAAP diluted net (loss) per share because it would be anti-dilutive. | ||
| --- | --- |
Quarterly Results - Non-GAAP
| Fiscal Q3 2020 | Change vs.<br>Fiscal Q3 2019 | Change vs.<br>Fiscal Q2 2020 | |
|---|---|---|---|
| Income from Operations | $12.8 million | up 197.7% | down 0.8% |
| Operating Margin | 8.5% | up 520 bps | down 10 bps |
| Net Income | $12.9 million | up 258.3% | down 5.8% |
| Net Margin | 8.6% | up 580 bps | down 50 bps |
| EPS - Diluted | $0.21 | up 250% | down 4.5% |
A reconciliation between the GAAP and non-GAAP adjusted results is provided in the financial tables included in this release. See also the “Use of non-GAAP Financial Results” section.
Dr. Fusen Chen, Kulicke & Soffa's President and Chief Executive Officer, stated, "During the June quarter we maintained our pace of development, ramped production of Pixalux, increased share repurchase activity and also delivered strong financial performance."
During the June quarter the Company recognized revenue on 25 Pixalux mini and micro LED systems. The Company's global manufacturing facilities are operating at nearly full capacity, and the Company believes prior COVID-19-related supply-chain risks have been reduced significantly from the March quarter.
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Third Quarter Fiscal 2020 Financial Highlights
| • | Net revenue of $150.5 million. |
|---|---|
| • | Gross margin of 46.1%. |
| --- | --- |
| • | Net income of $11.2 million or $0.18 per share; non-GAAP net income of $12.9 million or $0.21 per share. |
| --- | --- |
| • | Cash, cash equivalents, and short-term investments were $515.8 million as of June 27, 2020. |
| --- | --- |
Fourth Quarter Fiscal 2020 Outlook
The Company currently expects net revenue in the fourth fiscal quarter of 2020 ending October 3, 2020 to be approximately $165 million +/- $10 million.
Looking forward, Dr. Fusen Chen commented, "Despite broad industry challenges, we have consistently maintained or increased our business outlook since March 2019 and have also successfully entered the display market, which provides a new set of near and longer-term opportunities. While our industry may continue to face near-term, episodic and unpredictable COVID-19-related headwinds, through calendar year 2021, we anticipate a broader recovery in our core market as semiconductor unit growth returns positive."
Earnings Conference Call Details
A conference call to discuss these results will be held on July 30, 2020, beginning at 8:00am EDT. To access the conference call, interested parties may call +1-877-407-8037 or internationally +1-201-689-8037. A live webcast will also be available at investor.kns.com.
A replay will be available from approximately one hour after the completion of the call through August 6th by calling toll-free +1-877-660-6853 or internationally +1-201-612-7415 and using the replay ID number of 13705397. A webcast replay will also be available at investor.kns.com.
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 and net income per diluted share. The Company's non-GAAP results exclude amortization related to intangible assets acquired through business combinations, goodwill impairment, costs associated with restructuring, income tax expense related to the Tax Cuts and Jobs Act of 2017 as well as tax benefits or expense associated with the foregoing non-GAAP items. 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 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 available GAAP to non-GAAP financial measure discussed in this press release is contained in the financial tables at the end of this press release.
About Kulicke & Soffa
Kulicke & Soffa (NASDAQ: KLIC) is a leading provider of semiconductor and electronic assembly solutions serving the global automotive, consumer, communications, computing and industrial markets. Founded in 1951, K&S prides itself on establishing foundations for technological advancement - creating pioneering interconnect solutions that enable performance improvements, power efficiency, form-factor reductions and assembly excellence of current and next-generation semiconductor devices.
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Leveraging decades of development proficiency and extensive process technology expertise, Kulicke & Soffa’s expanding portfolio provides equipment solutions, aftermarket products and services supporting a comprehensive set of interconnect technologies including wire bonding, advanced packaging, lithography, and electronics assembly. Dedicated to empowering technological discovery, always, K&S collaborates with customers and technology partners to push the boundaries of possibility, enabling a smarter future (www.kns.com).
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, 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 effects of the COVID-19 pandemic on our business, and the other factors listed or discussed in our Annual Report on Form 10-K for the fiscal year ended September 28, 2019, filed on November 15, 2019, our Quarterly Report on Form 10-Q filed on April 30, 2020, 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 & Soffa |
|---|
| Joseph Elgindy |
| Investor Relations & Strategic Initiatives |
| P: +1-215-784-7518 |
| F: +1-215-784-6180 |
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KULICKE & SOFFA INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share and employee data)
| (Unaudited) | Three months ended | Nine months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 27, 2020 | June 29, 2019 | June 27, 2020 | June 29, 2019 | ||||||||||
| Net revenue | $ | 150,450 | $ | 127,109 | $ | 445,488 | $ | 400,225 | |||||
| Cost of sales | 81,027 | 68,329 | 236,398 | 211,073 | |||||||||
| Gross profit | 69,423 | 58,780 | 209,090 | 189,152 | |||||||||
| Operating expenses: | |||||||||||||
| Selling, general and administrative | 26,091 | 26,294 | 79,846 | 82,062 | |||||||||
| Research and development | 30,547 | 28,229 | 87,906 | 87,609 | |||||||||
| Amortization of intangible assets | 1,814 | 1,843 | 5,451 | 5,589 | |||||||||
| Restructuring | — | 587 | 426 | (25 | ) | ||||||||
| Total operating expenses | 58,452 | 56,953 | 173,629 | 175,235 | |||||||||
| Income from operations | 10,971 | 1,827 | 35,461 | 13,917 | |||||||||
| Other income (expense): | |||||||||||||
| Interest income | 1,374 | 3,956 | 6,888 | 11,647 | |||||||||
| Interest expense | (446 | ) | (632 | ) | (1,690 | ) | (1,137 | ) | |||||
| Income before income taxes | 11,899 | 5,151 | 40,659 | 24,427 | |||||||||
| Income tax expense | 690 | 3,864 | 3,985 | 19,106 | |||||||||
| Share of results of equity-method investee, net of tax | 58 | — | 158 | 72 | |||||||||
| Net income | $ | 11,151 | $ | 1,287 | $ | 36,516 | $ | 5,249 | |||||
| Net income per share: | |||||||||||||
| Basic | $ | 0.18 | $ | 0.02 | $ | 0.58 | $ | 0.08 | |||||
| Diluted | $ | 0.18 | $ | 0.02 | $ | 0.57 | $ | 0.08 | |||||
| Cash dividends declared per share | $ | 0.12 | $ | 0.12 | $ | 0.36 | $ | 0.36 | |||||
| Weighted average shares outstanding: | |||||||||||||
| Basic | 62,313 | 64,683 | 63,200 | 65,914 | |||||||||
| Diluted | 62,833 | 65,431 | 63,755 | 66,597 | |||||||||
| Three months ended | Nine months ended | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||
| Supplemental financial data: | June 27, 2020 | June 29, 2019 | June 27, 2020 | June 29, 2019 | |||||||||
| Depreciation and amortization | $ | 5,069 | $ | 4,995 | $ | 14,597 | $ | 15,001 | |||||
| Capital expenditures | 3,451 | 2,136 | 8,550 | 9,312 | |||||||||
| Equity-based compensation expense: | |||||||||||||
| Cost of sales | 182 | 161 | 597 | 471 | |||||||||
| Selling, general and administrative | 2,676 | 2,616 | 8,106 | 7,871 | |||||||||
| Research and development | 867 | 820 | 2,353 | 2,430 | |||||||||
| Total equity-based compensation expense | $ | 3,725 | $ | 3,597 | $ | 11,056 | $ | 10,772 | |||||
| As of | |||||||||||||
| --- | --- | --- | --- | --- | |||||||||
| June 27, 2020 | June 29, 2019 | ||||||||||||
| Backlog of orders ^1^ | $ | 128,882 | $ | 96,690 | |||||||||
| Number of employees | 2,756 | 2,721 | |||||||||||
| 1. | Represents customer purchase commitments. While the Company believes these orders are firm, they are generally cancellable by customers without penalty. | ||||||||||||
| --- | --- |
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KULICKE & SOFFA INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
| (Unaudited) | As of | ||||||
|---|---|---|---|---|---|---|---|
| June 27, 2020 | September 28, 2019 | ||||||
| ASSETS | |||||||
| CURRENT ASSETS | |||||||
| Cash and cash equivalents | $ | 321,775 | $ | 364,184 | |||
| Short-term investments | 194,000 | 229,000 | |||||
| Accounts and other receivable, net of allowance for doubtful accounts of $1,306 and $597, respectively | 195,489 | 195,830 | |||||
| Inventories, net | 114,194 | 89,308 | |||||
| Prepaid expenses and other current assets | 13,735 | 15,429 | |||||
| TOTAL CURRENT ASSETS | 839,193 | 893,751 | |||||
| Property, plant and equipment, net | 55,826 | 72,370 | |||||
| Operating right-of-use assets | 22,192 | — | |||||
| Goodwill | 56,053 | 55,691 | |||||
| Intangible assets, net | 38,207 | 42,651 | |||||
| Deferred tax assets | 8,515 | 6,409 | |||||
| Equity investments | 7,367 | 6,250 | |||||
| Other assets | 2,112 | 2,494 | |||||
| TOTAL ASSETS | $ | 1,029,465 | $ | 1,079,616 | |||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
| CURRENT LIABILITIES | |||||||
| Short term debt | $ | — | $ | 60,904 | |||
| Accounts payable | 49,659 | 36,711 | |||||
| Operating lease liabilities | 5,471 | — | |||||
| Accrued expenses and other current liabilities | 74,624 | 64,533 | |||||
| Income taxes payable | 13,050 | 12,494 | |||||
| TOTAL CURRENT LIABILITIES | 142,804 | 174,642 | |||||
| Financing obligation | — | 14,207 | |||||
| Deferred income taxes | 34,508 | 32,054 | |||||
| Income taxes payable | 74,307 | 80,290 | |||||
| Operating lease liabilities | 18,124 | — | |||||
| Other liabilities | 10,078 | 9,360 | |||||
| TOTAL LIABILITIES | 279,821 | 310,553 | |||||
| SHAREHOLDERS' EQUITY | |||||||
| Common stock, no par value | 536,487 | 533,590 | |||||
| Treasury stock, at cost | (387,302 | ) | (349,212 | ) | |||
| Retained earnings | 607,733 | 594,625 | |||||
| Accumulated other comprehensive loss | (7,274 | ) | (9,940 | ) | |||
| TOTAL SHAREHOLDERS' EQUITY | $ | 749,644 | $ | 769,063 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 1,029,465 | $ | 1,079,616 |
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KULICKE & SOFFA INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three months ended | Nine months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 27, 2020 | June 29, 2019 | June 27, 2020 | June 29, 2019 | |||||||||
| Net cash provided by operating activities | $ | 23,598 | $ | (154 | ) | $ | 62,681 | $ | 83,181 | |||
| Net cash provided by/(used in) investing activities | 50,842 | (43,315 | ) | 25,863 | 30,374 | |||||||
| Net cash (used in)/provided by financing activities | (144,876 | ) | 20,341 | (130,618 | ) | (38,751 | ) | |||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (96 | ) | (197 | ) | (335 | ) | 60 | |||||
| Changes in cash, cash equivalents and restricted cash | (70,532 | ) | (23,325 | ) | (42,409 | ) | 74,864 | |||||
| Cash, cash equivalents and restricted cash, beginning of period | 392,307 | 419,337 | 364,184 | 321,148 | ||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 321,775 | $ | 396,012 | $ | 321,775 | $ | 396,012 | ||||
| Short-term investments | 194,000 | 248,000 | 194,000 | 248,000 | ||||||||
| Total cash, cash equivalents and short-term investments | $ | 515,775 | $ | 644,012 | $ | 515,775 | $ | 644,012 |
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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 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| June 27, 2020 | June 29, 2019 | March 28, 2020 | |||||||
| Net revenue | $ | 150,450 | $ | 127,109 | $ | 150,741 | |||
| U.S. GAAP income from operations | 10,971 | 1,827 | 11,076 | ||||||
| U.S. GAAP operating margin | 7.3 | % | 1.4 | % | 7.3 | % | |||
| Pre-tax non-GAAP items: | |||||||||
| Amortization related to intangible assets acquired through business combination- selling, general and administrative | 1,814 | 1,843 | 1,820 | ||||||
| Restructuring | — | 587 | 9 | ||||||
| Non-GAAP income from operations | $ | 12,785 | $ | 4,257 | $ | 12,905 | |||
| Non-GAAP operating margin | 8.5 | % | 3.3 | % | 8.6 | % |
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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 percentages and per share data)
(Unaudited)
| Three months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| June 27, 2020 | June 29, 2019 | March 28, 2020 | |||||||
| Net revenue | $ | 150,450 | $ | 127,109 | $ | 150,741 | |||
| U.S. GAAP net income | 11,151 | 1,287 | 11,888 | ||||||
| U.S. GAAP net margin | 7.4 | % | 1.0 | % | 7.9 | % | |||
| Non-GAAP adjustments: | |||||||||
| Amortization related to intangible assets acquired through business combination- selling, general and administrative | 1,814 | 1,843 | 1,820 | ||||||
| Restructuring | — | 587 | 9 | ||||||
| Net income tax benefit on non-GAAP items | (23 | ) | (102 | ) | (27 | ) | |||
| Total non-GAAP adjustments | $ | 1,791 | $ | 2,328 | $ | 1,802 | |||
| Non-GAAP net income | $ | 12,942 | $ | 3,615 | $ | 13,690 | |||
| Non-GAAP net margin | 8.6 | % | 2.8 | % | 9.1 | % | |||
| U.S. GAAP net income per share: | |||||||||
| Basic | 0.18 | 0.02 | 0.19 | ||||||
| Diluted^(a)^ | 0.18 | 0.02 | 0.19 | ||||||
| Non-GAAP adjustments per share:^(b)^ | |||||||||
| Basic | 0.03 | 0.04 | 0.03 | ||||||
| Diluted | 0.03 | 0.04 | 0.03 | ||||||
| Non-GAAP net income per share: | |||||||||
| Basic | $ | 0.21 | $ | 0.06 | $ | 0.22 | |||
| Diluted^(c)^ | $ | 0.21 | $ | 0.06 | $ | 0.22 | |||
| (a) | GAAP diluted net earnings per share reflects any dilutive effect of outstanding restricted stock units and stock options, 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, income tax expense related to the Tax Cuts and Jobs Act of 2017 as well as tax benefits or expense associated with the foregoing non-GAAP items. | ||||||||
| --- | --- | ||||||||
| (c) | Non-GAAP diluted net earnings per share reflects any dilutive effect of outstanding restricted stock units and stock options. | ||||||||
| --- | --- |
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