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What changed in KULICKE & SOFFA INDUSTRIES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of KULICKE & SOFFA INDUSTRIES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+280 added−269 removedSource: 10-K (2025-11-20) vs 10-K (2024-11-14)

Top changes in KULICKE & SOFFA INDUSTRIES INC's 2025 10-K

280 paragraphs added · 269 removed · 212 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

64 edited+30 added−24 removed47 unchanged
Biggest changeThe Company also strives to ensure that our employee benefits are compliant in the cities, states and countries in which we operate, while annual benefits benchmarking ensures that our benefits are attractive in the markets where we compete for talent. 11 Table of Contents Employee Engagement As part of our employee engagement initiatives, every two to three years, we conduct a global employee engagement survey, the “Voice of K&S”, to gather feedback from all our employees on various aspects of their work and on our corporate culture.
Biggest changeAs part of our employee engagement initiatives, every two to three years, we conduct a global employee engagement survey, the “Voice of K&S”, to gather feedback from all our employees on various aspects of their work and on our corporate culture. Survey results are reviewed by management teams to identify improvement opportunity areas.
However, this is a highly dynamic situation. As the macroeconomic situation remains highly volatile and the geopolitical situation remains uncertain, there is uncertainty surrounding the operations of our manufacturing locations, our business, our expectations regarding future demand and supply conditions, our near- and long-term liquidity and our financial condition. Consequentially, our operating results could deteriorate.
However, this is a highly dynamic situation. As the macroeconomic situation remains highly volatile and the geopolitical situation remains uncertain, there is uncertainty surrounding the operations of our manufacturing locations, our business, our expectations regarding future demand or supply conditions, our near- and long-term liquidity and our financial condition. Consequentially, our operating results could deteriorate.
Each of our key manufacturing and R&D sites have also established its Environment, Health and Safety (“EHS”) practices, objectives and performance targets, which are overseen by an EHS Committee, led by an EHS Manager or a Safety Representative from each key operations function.
Each of our key manufacturing and R&D sites have also established Environment, Health and Safety (“EHS”) practices, objectives and performance targets, which are overseen by an EHS Committee, led by an EHS Manager or a Safety Representative from each key operations function.
Our business is subject to various other regulations typical of businesses of our type in the jurisdictions in which we operate. We maintain an export compliance program designed to meet the requirements of the U.S. Department of Commerce and the U.S.
Our business is subject to various other regulations typical of businesses of our type in the jurisdictions in which we operate. We maintain an export compliance program designed to meet the requirements of the U.S. Department of Commerce and the U.S. Department of State.
We believe that our existing cash, cash equivalents, short-term investments, existing facility agreements, and anticipated cash flows from operations will be sufficient to meet our liquidity and capital requirements, notwithstanding the ongoing tensions in the Middle East and the prolonged Ukraine/Russia conflict and other macroeconomic factors, for at least the next twelve months from the date of this Annual Report.
We believe that our existing cash, cash equivalents, short-term investments, and anticipated cash flows from operations will be sufficient to meet our liquidity and capital requirements, notwithstanding the ongoing tensions in the Middle East and the prolonged Ukraine/Russia conflict and other macroeconomic factors, for at least the next twelve months from the date of this Annual Report.
Accordingly, we invest in research and engineering projects intended to expand our market access and enhance our leadership position in semiconductor, electronics and display assembly. We also remain focused on enhancing our value to customers through higher productivity systems, more autonomous capabilities and continuous improvement and optimization of our operational costs.
Accordingly, we invest in research and engineering projects intended to expand our market access and enhance our leadership position in semiconductor assembly. We also remain focused on enhancing our value to customers through higher productivity systems, more autonomous capabilities and continuous improvement and optimization of our operational costs.
Our significant consumables competitors are PECO Co., Ltd., Disco Corporation, Small Precision Tools Co., Ltd. and Chaozhou Three-Circle (Group) Co., Ltd. In each of the markets we serve, we face competition and the threat of competition from established competitors and potential new entrants, some of which may have greater financial, engineering, manufacturing, and marketing resources.
Our significant consumables competitors are PECO Co., Ltd., Disco Corporation, Small Precision Tools Co., Ltd. and Chaozhou Three-Circle (Group) Co., Ltd. In each of the markets we serve, we face competition and the threat of competition from established competitors and potential new entrants, some of which may have greater financial, engineering, manufacturing, and marketing 12 Table of Contents resources.
We design, develop, manufacture and sell capital equipment and consumables and provide services used to assemble semiconductor and electronic devices, such as integrated circuits, power discretes, light-emitting diode (“LEDs”), advanced displays and sensors. We also service, maintain, repair and upgrade our equipment and sell consumable aftermarket solutions and services for our and our peer companies’ equipment.
We design, develop, manufacture and sell capital equipment and consumables and provide services used to assemble semiconductor devices, such as integrated circuits, power discretes, light-emitting diode (“LEDs”), and sensors. We also service, maintain, repair and upgrade our equipment and sell consumable aftermarket solutions and services for our and our peer companies’ equipment.
These applications are commonly used in most, if not all, 6 Table of Contents of the smartphones available today in the market. We also have expanded the use of AT Premier PLUS for wafer level wire bonding for micro-electro-mechanical systems (“MEMS”) and other sensors.
These applications are commonly used in most, if not all, of the smartphones available today in the market. We also have expanded the use of AT Premier PLUS for wafer level wire bonding for micro-electro-mechanical systems (“MEMS”) and other sensors.
We take every raised complaint seriously and prohibit any form of retaliation against any employee for lodging a complaint in good faith. 12 Table of Contents
We take every raised complaint seriously and prohibit any form of retaliation against any employee for lodging a complaint in good faith. 15 Table of Contents
Employees may also confidentially and anonymously raise any concerns of legal violation, violation of the Company’s codes and policies, improper or unethical business practices, or concealment of any wrong-doing through the whistleblower hotline, whistleblower website or the Company's General Counsel.
Employees may also confidentially and anonymously raise any concerns of legal violation, violation of the Company’s codes and policies, improper or unethical business practices, or concealment of any wrongdoing through the whistleblower hotline, whistleblower website or the Company's General Counsel.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are also available on the SEC's website at www.sec.gov . Our year end for fiscal 2024, 2023 and 2022 was September 28, 2024, September 30, 2023, and October 1, 2022, respectively.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are also available on the SEC's website at www.sec.gov . Our year end for fiscal 2025, 2024 and 2023 was October 4, 2025, September 28, 2024, and September 30, 2023, respectively.
Compensation & Benefits We strive to ensure fair, equitable and competitive pay for all employees within the locations where they work, and we obtain market knowledge about pay levels by participating in multiple globally recognized compensation surveys annually. The survey organizations pool our data together with all the responding companies to determine market relevant pay ranges for all our positions.
Compensation & Benefits We strive to ensure fair, equitable and competitive pay for all employees within the locations where they work, and we obtain market knowledge about pay levels by participating in multiple globally recognized compensation surveys annually. The survey providers aggregate our data with all the responding companies to determine market relevant pay ranges for all our positions.
Environmental, Social and Governance (“ESG”) We continue to proactively manage and address the ESG topics that are of concern to us and our stakeholders. The sustainability governance structure at K&S continues to evolve and mature.
Environmental, Social and Governance (“ESG”) We continue to proactively manage and address the ESG topics that are of concern to us and our stakeholders. The sustainability governance structure at K&S continues to evolve and mature, and our ESG council continues to oversee the Company's ESG efforts.
Department of State. 9 Table of Contents Business Continuity Management Plan We have developed and implemented a global Business Continuity Management Plan (“BCP”) for our business operations. The BCP is designed to facilitate the prompt resumption of our business operations and functions arising from an event which impacts or potentially impacts our business operations.
Business Continuity Management Plan We have developed and implemented a global Business Continuity Management Plan (“BCP”) for our business operations. The BCP is designed to facilitate the prompt resumption of our business operations and functions arising from an event which impacts or potentially impacts our business operations.
Our leadership in system-in-package (“SiP”), multi-chip module (“MCM”) and heterogeneous integration are well positioned to address the requirements of this emerging and growing trend. The APTURA TM is a highly capable thermo-compression bonding system which supports ultra-fine-pitch fluxless direct-copper thermo-compression as well as the CuFirst TM hybrid bonding process.
Our leadership in system-in-package (“SiP”), multi-chip module (“MCM”) and heterogeneous integration are well positioned to address the requirements of this emerging and growing trend. 10 Table of Contents The APTURA TM is a highly capable thermo-compression bonding system which supports an ultra-fine-pitch fluxless direct-copper thermo-compression bonding process.
Competition The market for semiconductor equipment and packaging materials products is intensely competitive. Significant competitive factors in the semiconductor equipment market include price, speed/throughput, production yield, process control, delivery time, innovation, quality and customer support, each of which contribute to lower the overall cost per package being manufactured.
Significant competitive factors in the semiconductor equipment market include price, speed/throughput, production yield, process control, delivery time, innovation, quality and customer support, each of which contribute to lower the overall cost per package being manufactured.
Key Events in Fiscal 2024 Cancellation of Project W 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"), which project was previously referred to as Project W.
Cancellation of Project W 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.
The Company’s management continues to monitor the economy for signs of any expansion of economic or supply chain disruptions or broader supply chain inflationary and logistical costs resulting either directly or indirectly from the tensions in the Middle East and between Ukraine and Russia.
The Company’s management continues to monitor for signs of any expansion of economic or supply chain disruptions or broader supply chain inflationary and logistical costs resulting either directly or indirectly from the tensions in the Middle East or between Ukraine and Russia, as well as the imposition of new, increased or retaliatory tariffs.
The ongoing tensions in the Middle East and the prolonged Ukraine/Russia conflict did not have a material impact on our financial condition and operating results in fiscal 2024.
The ongoing tensions in the Middle East, including the Israel-Iran war, and the prolonged Ukraine/Russia conflict have not had a material impact on our financial condition and operating results in fiscal 2025.
We continue to expand technology partnerships with key customers and through engagements with institutions and consortiums, including the UCLA Center for Heterogeneous Integration and Performance Scaling (“CHIPS”), Penn State Center for Heterogeneous Integration of Micro Electronic Systems (“CHIMES”), and the “US-Joint” semiconductor consortium led by Resonac Holdings Corporation.
With this system, we are well positioned to enable growth of chiplet-based advanced packages. We continue to expand technology partnerships with key customers and through engagements with institutions and consortiums, including the UCLA Center for Heterogeneous Integration and Performance Scaling (“CHIPS”) and the “US-Joint” semiconductor consortium led by Resonac Holdings Corporation.
The stock repurchases were recorded in the periods they were delivered and accounted for as treasury stock in the Company’s Consolidated 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.
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.
We believe our ability to maintain a strong cash position will allow us to continue to invest in product development, pursue non-organic growth opportunities and return capital to investors through our share repurchase and dividend programs. Please see “Part II, Item 7. – Management Discussion and Analysis of Financial Condition - Liquidity and Capital Resources” for more information.
We believe our ability to maintain a strong cash position will allow us to continue to invest in product development, pursue non-organic growth opportunities and return capital to investors through our share repurchase and dividend programs.
However, we believe that the long-term semiconductor industry macroeconomics have not changed and we anticipate that the industry’s growth projections will normalize. For other information, please see “Part I, Item 1A — Risk Factors”.
However, we believe that the long-term semiconductor industry macroeconomics have not changed and we anticipate that the industry’s growth projections will normalize.
To maintain these relationships, we primarily utilize our direct sales force, as well as distribution channels such as agents and distributors, depending on the product, region, and end-user application.
Sales and Customer Support We believe long-term customer relationships are critical to our success, and comprehensive sales support and customer support are an important means of establishing those relationships. To maintain these relationships, we primarily utilize our direct sales force, as well as distribution channels such as agents and distributors, depending on the product, region, and end-user application.
Our Hybrid and Electronic Assembly solutions manufacturing and assembly is done at our facility in the Netherlands. Our advanced dispensing manufacturing and assembly is done at our facility in Taiwan. We have ISO 9001, ISO 14001 and ISO 45001 certifications for our equipment manufacturing facilities in Singapore and in the Netherlands.
Our advanced dispensing manufacturing and assembly is done at our facility in Taiwan. We have ISO 9001, ISO 14001 and ISO 45001 certifications for our equipment manufacturing facilities in Singapore and in the Netherlands. We manufacture dicing blades, capillaries and a portion of our bonding wedge inventory at our facility in China.
Raw materials used in our equipment manufacturing are generally available from multiple sources; however, many outsourced parts and components are only available from a single or limited number of sources. Our ball bonder, wedge bonder, AT Premier, APAMA TM , APAMA Plus TM , APTURA TM and Katalyst TM bonder manufacturing and assembly is done at our facility in Singapore.
Raw materials used in our equipment manufacturing are generally available from multiple sources; however, many outsourced parts and components are only available from a single or limited number of sources.
To ensure that all employees are familiar with our safety standards and actions, we conduct regular health and safety-related trainings including an online-based Corporate Safety Training module, as well as hands-on emergency preparedness training comprising periodic fire drill evacuations, first-aid, fire-fighting and hazardous chemical spillage response drills.
To ensure that all employees are familiar with our safety standards and actions, we conduct health and safety-related trainings including hands-on emergency preparedness training comprising periodic fire drill evacuations, first-aid, fire-fighting and hazardous chemical spillage response drills. This training is included in our new hire on-boarding programs with employee-wide refresher trainings conducted every two years.
This program was designed to equip all people managers with valuable perspectives and tools to cultivate inclusive leadership. 10 Table of Contents Safe Workplace We endeavor to provide a safe and healthy workplace for all our employees. The health and safety of our employees is of paramount importance to the Company, and forms an integral part of our organizational culture.
Safe Workplace We endeavor to provide a safe and healthy workplace for all our employees. The health and safety of our employees is of paramount importance to the Company and forms an integral part of our organizational culture.
In addition to gold, silver alloy wire and aluminum wire, our leadership in the industry’s use of copper wire for the bonding process is an example of the benefits of our collaborative efforts.
In addition to producing technical advances, these collaborative development efforts strengthen customer relationships and enhance our reputation as a technology leader and solutions provider. In addition to gold, silver alloy wire and aluminum wire, our leadership in the industry’s use of copper wire for the bonding process is an example of the benefits of our collaborative efforts.
This training is included in our new hire on-boarding programs with employee-wide refresher trainings conducted every two years. As and when required, including as a response to a potential global health crisis, our Company will implement site specific business continuity and risk mitigation plans to help maintain the health and safety of our employees.
As and when required, including as a response to a potential global health crisis, our Company will implement site specific business continuity and risk mitigation plans to help maintain the health and safety of our employees.
Employee Development We believe in investing in our employees’ professional growth by encouraging them to continually develop their functional and leadership skills and to gain different experiences across the Company as they progress along their career paths and grow within our organization.
Our HR function also includes centers of excellence in Talent Management, Talent Acquisition, HR Shared Services, and Global Compensation and Benefits, ensuring best practices in these important areas. 14 Table of Contents Employee Development We believe in investing in our employees’ professional growth by encouraging them to continually develop their functional and leadership skills and to gain different experiences across the Company as they progress along their career paths and grow within our organization.
Employees are encouraged to enroll in the various training courses intended to support their development in the required competency stages as they chart their career progression with the Company.
The framework provides clarity and tools for employees in the Professional and Management Career tracks on the requisite competencies for advancement to the next career level within the Company. Employees are encouraged to enroll in various training courses intended to support their development in the required competency stages as they chart their career progression with the Company.
On March 3, 2022, the Board of Directors increased the share repurchase authorization under the Program by an additional $400 million to $800 million, and extended its duration through August 1, 2025.
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").
The Safety Committee, together with key site and operations leadership responsible for the Company’s workplace safety and health, works together to establish and communicate a vision for the Company’s workplace safety.
The Executive Safety Committee (the “Safety Committee”) provides overall leadership and policy in discharging the Company’s safety responsibilities while promoting a culture of safety within the Company. The Safety Committee, together with key site and operations leadership responsible for the Company’s workplace safety and health, works together to establish and communicate a vision for the Company’s workplace safety.
Our China and Israel facilities are ISO 9001, ISO 14001 and ISO 45001 certified. 8 Table of Contents Research and Product Development Many of our customers generate technology roadmaps describing their projected packaging technology requirements. Our research and product development activities are focused on delivering robust production solutions to those projected requirements.
The capillaries are produced at our facilities in China and Israel. We both produce and outsource the production of our bonding wedges. Our China and Israel facilities are ISO 9001, ISO 14001 and ISO 45001 certified. Research and Product Development Many of our customers generate technology roadmaps describing their projected packaging technology requirements.
We currently hold a number of U.S. patents, many of which have foreign counterparts. We believe the duration of our patents often exceeds the commercial life cycles of the technologies disclosed and claimed in the patents. Additionally, we believe much of our important technology resides in our trade secrets and proprietary software.
We believe the duration of our patents often exceeds the commercial life cycles of the technologies disclosed and claimed in the patents. Additionally, we believe much of our important technology resides in our trade secrets and proprietary software. Competition The market for semiconductor equipment and packaging materials products is intensely competitive.
There can be no assurances regarding levels of demand for our products and we believe historic industry-wide volatility will persist. From time to time, our customers may request that we deliver our products to countries where they own or operate production facilities or to countries where they utilize third-party subcontractors or warehouses as part of their supply chain.
From time to time, our customers may request that we deliver our products to countries where they own or operate production facilities or to countries where they utilize third-party subcontractors or warehouses as part of their supply chain. For example, customers headquartered in the U.S. may require us to deliver our products to their back-end production facilities in China.
The following table reflects our backlog as of September 28, 2024 and September 30, 2023: As of (in thousands) September 28, 2024 September 30, 2023 Backlog $ 148,585 $ 423,824 Manufacturing We believe excellence in manufacturing can create a competitive advantage, both by producing at lower costs and by providing superior responsiveness to changes in customer demand.
Because of the volatility of customer demand, possibility of customer changes in delivery schedules or cancellations and potential delays in product shipments, our backlog as of any particular date may not be indicative of net revenue for any succeeding period. 11 Table of Contents The following table reflects our backlog as of October 4, 2025 and September 28, 2024: As of (in thousands) October 4, 2025 September 28, 2024 Backlog $ 245,280 $ 148,585 Manufacturing We believe excellence in manufacturing can create a competitive advantage, both by producing at lower costs and by providing superior responsiveness to changes in customer demand.
We continually review these policies and benchmark them against market peers to help ensure that we implement leading practices on recruitment, onboarding and employee development. Our HR function also includes centers of excellence in Talent Management, Talent Acquisition, HR Shared Services, and Global Compensation and Benefits, ensuring best practices in these important areas.
We continually review these policies and benchmark them against market peers to help ensure that we implement leading practices on recruitment, onboarding and employee development.
Occasionally, this results in subsequent reductions in the December quarter. This annual seasonality can be overshadowed by effects of the broader semiconductor cycle. Macroeconomic factors also affect the industry, primarily through their effect on business and consumer demand for electronic devices, as well as other products that have significant electronic content such as automobiles, white goods, and telecommunication equipment.
Macroeconomic factors also affect the industry, primarily through their effect on business and consumer demand for electronic devices, as well as other products that have significant electronic content such as automobiles, white goods, and 8 Table of Contents telecommunication equipment. There can be no assurances regarding levels of demand for our products and we believe historic industry-wide volatility will persist.
Our Aftermarket Products and Services (“APS”) segment has historically been less volatile than the other reportable segments.
Our Aftermarket Products and Services (“APS”) segment has historically been less volatile than the other reportable segments. APS sales are more directly tied to semiconductor unit consumption rather than capacity requirements and production capability improvements.
Approximately 90.6% and 91.2% of our net revenue for fiscal 2024 and 2023, respectively, was for shipments to customer locations outside of the U.S., primarily in the Asia/Pacific region. Approximately 53.3% and 38.6% of our net revenue for fiscal 2024 and 2023, respectively, was for shipments to customers headquartered in China.
Approximately 53.5% and 53.3% of our net revenue for fiscal 2025 and 2024, respectively, was for shipments to customers headquartered in China.
To maintain our competitive advantage, we invest in product development activities designed to enhance existing products and to deliver next-generation solutions. These investments often focus on progressing the broader assembly process in addition to advancing specific hardware and software features within our broadening capital equipment and aftermarket solutions portfolios.
These investments often focus on progressing the broader assembly process in addition to advancing specific hardware and software features within our broadening capital equipment and aftermarket solutions portfolios. In support of this development effort, we typically work in close collaboration with customers, end users, and other industry members.
For example, customers headquartered in the U.S. may require us to deliver our products to their back-end production facilities in China. Our customer base in the Asia/Pacific region has become more geographically concentrated over time as a result of general economic and industry conditions and trends.
Our customer base in the Asia/Pacific region has become more geographically concentrated over time as a result of general economic and industry conditions and trends. Approximately 90.5% and 90.6% of our net revenue for fiscal 2025 and 2024, respectively, was for shipments to customer locations outside of the U.S., primarily in the Asia/Pacific region.
We accomplish this by regularly introducing improved versions of existing products or by developing next-generation products. We follow this product development methodology in all our major product lines. Intellectual Property Where circumstances warrant, we apply for patents on inventions governing new products and processes developed as part of our ongoing research, engineering, and manufacturing activities.
Our research and product development activities are focused on delivering robust production solutions to those projected requirements. We accomplish this by regularly introducing improved versions of existing products or by developing next-generation products. We follow this product development methodology in all our major product lines.
Technology Leadership We compete in the General Semiconductor, LED, Automotive & Industrial and Memory end markets by offering our customers advanced capital equipment, tools and solutions primarily addressing their semiconductor interconnect and device assembly needs. Our technology leadership directly contributes to the strong market positions of our ball bonder, wedge bonder, advanced solutions, and other leading tools, services and solutions.
Please see “Part II, Item 7. — Management Discussion and Analysis of Financial Condition — Liquidity and Capital Resources” for more information. 9 Table of Contents Technology Leadership We compete in the General Semiconductor, Automotive & Industrial and Memory end markets by offering our customers advanced capital equipment, tools and solutions primarily addressing their semiconductor interconnect and device assembly needs.
In fiscal 2024, we continued with our global leadership development programs aimed at accelerating the development of our high potential mid-career professionals and managers to prepare them to assume broader leadership roles.
We have implemented global leadership development programs aimed at accelerating the development of our high potential mid-career professionals and managers to prepare them to assume broader leadership roles. Following employee feedback from our employee engagement survey, we introduced a formalized career progression framework and associated tools to provide clarity and guidance to both managers and employees.
In fiscal 2023, we performed an independent, limited external assurance of our direct (Scope 1) and purchased energy indirect (Scope 2) greenhouse gas emissions data under the operational control boundary of eight of our global operational sites. For more information on our ESG efforts, please refer to our Sustainability Report 2023, which can be found on our website at https://www.kns.com/ESG.
In fiscal 2024, we performed an independent, limited external assurance of our direct (Scope 1) and purchased energy indirect (Scope 2) greenhouse gas emissions data, as well as selected sustainability performance data on paper usage, water consumption, and waste generated and disposed, under the operational control boundary of seven of our global operational sites.
Share Repurchase Program On August 15, 2017, the Company’s Board of Directors authorized a program (the “Program”) to repurchase up to $100 million of the Company’s common stock on or before August 1, 2020. In 2018, 2019 and 2020, the Board of Directors increased the share repurchase authorization under the Program to $200 million, $300 million and $400 million, respectively.
For additional information, please see “Part I, Item 1A — Risk Factors”. 7 Table of Contents 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.
As of September 28, 2024, our remaining stock repurchase authorization under the Program was approximately $30.3 million. 4 Table of Contents Dividends On August 26, 2024, May 16, 2024, March 14, 2024 and November 15, 2023, the Board of Directors declared a quarterly dividend of $0.20 per share of common stock, resulting in an aggregate dividend of $0.80 per share of common stock for the fiscal year ended September 28, 2024.
Dividends On each of August 29, 2025, June 5, 2025, March 6, 2025 and November 13, 2024, the Board of Directors declared a quarterly dividend of $0.205 per share of common stock, resulting in an aggregate dividend of $0.82 per share of common stock for the fiscal year ended October 4, 2025.
For additional information, please see "Part II, Item 8 — Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements - Note 17: Restructuring and Cancellation of Project". 3 Table of Contents Macroeconomic Headwinds The cost of logistics remains high as a result of macroeconomic conditions, inflation and labor shortages across layers of the supply chain.
Macroeconomic Headwinds The cost of logistics remains high as a result of macroeconomic conditions, inflation and labor shortages across layers of the supply chain.
This website reference is provided for convenience only and the content on the referenced website is expressly not incorporated by reference into this Annual Report on Form 10-K.
This website reference is provided for convenience only and the content on the referenced website is expressly not incorporated by reference into this Annual Report on Form 10-K. 13 Table of Contents Human Capital Our Employees Our talented employees are critical to our ability to achieve the Company’s vision to be the leading technology and service provider of innovative interconnect solutions enabling a smart future.
In connection with the Customer's strategic review of its business, the Customer informed the Company that it cancelled the Project. In connection with the foregoing, on March 11, 2024, the Company committed to a plan to cease operational activities and commence wind down activities concerning various aspects of the Project.
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.
We remain focused on operational excellence, expanding our product offerings through continuous research and development or acquisitions and managing our business efficiently throughout the business cycles. Our visibility into future demand is generally limited, forecasting is difficult, and we generally experience typical industry seasonality.
We continue to position our business to leverage our research and development leadership and innovation and to focus our efforts on mitigating volatility, improving profitability and ensuring longer-term growth. We remain focused on operational excellence, expanding our product offerings through continuous research and development or acquisitions and managing our business efficiently throughout the business cycles.
The 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 Program, shares may be repurchased through open market and/or privately negotiated transactions at prices deemed appropriate by management.
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.
The advanced interconnect capabilities of PowerFusion PS improve the processing of high-density power packages, due to an expanded bondable area, wider leadframe capability, indexing accuracy and teach mode. In all cases, we are making a concerted effort to develop commonality of subsystems and design practices, in order to improve performance and design efficiencies.
Our leading technology for wedge bonder equipment uses ribbon or heavy wire for different applications such as power electronics, automotive and semiconductor applications. The advanced interconnect capabilities of PowerFusion PS improve the processing of high-density power packages, due to an expanded bondable area, wider leadframe capability, indexing accuracy and teach mode.
We remain focused on driving innovation and delivering new solutions that directly address the next set of semiconductor assembly challenges assembling the next-generation of electronic devices. We bring the same technology focus to our tools business, driving tool design and manufacturing technology to optimize the performance and process capability of the equipment in which our tools are used.
The system delivers industry-leading precision with sub-20µm wet accuracy, ensuring consistent material placement for critical applications where dimensional tolerances are paramount. We are focused on driving innovation and delivering new solutions in our tools business, driving tool design and manufacturing technology to optimize the performance and process capability of the equipment in which our tools are used.
We believe this will benefit us as it will increase synergies between our various product engineering groups. Furthermore, we continually research adjacent market segments where our technologies could be used. Our Asterion hybrid wedge bonder has demonstrated the capability to provide and enable an expanded bond area, laser bonding, new robust pattern recognition capabilities and extremely tight process controls.
Our Asterion hybrid wedge bonder has demonstrated the capability to provide and enable an expanded bond area, laser bonding, new robust pattern recognition capabilities and extremely tight process controls. Recently, we launched the Asterion-PW, extending our leadership in power device applications with a fast and precise ultrasonic pin welding solution.
On November 17, 2023, the Company modified its written trading plan under Rule 10b5-1 of the Exchange Act, dated as of May 7, 2022, to facilitate repurchases under the Program. The modification provided for the purchase of up to approximately $169 million of the Company’s common stock from November 20, 2023 through August 1, 2025.
Additionally, as 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"). 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 timing and amount of repurchase transactions under the Program depend on market conditions as well as corporate and regulatory considerations. During the fiscal year ended September 28, 2024, the Company repurchased a total of approximately 3,221.0 thousand shares of common stock at an aggregate cost of approximately $151.0 million.
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 had completed share repurchases under the Prior Program.
To limit potential adverse cyclical, seasonal and macroeconomic effects on our financial position, we have continued our efforts to maintain a strong balance sheet. As of September 28, 2024, our total cash, cash equivalents and short-term investments were $577.1 million, a $182.3 million decrease from the prior fiscal year end.
As of October 4, 2025, our total cash, cash equivalents and short-term investments were $510.7 million, a $66.4 million decrease from the prior fiscal year end.
Survey results are reviewed by management teams to identify improvement opportunity areas. Flexible work arrangements, which had been critical to our success throughout the COVID-19 pandemic, has now become part of our culture.
Where we have identified retention risks in certain departments, we have also used quarterly pulse surveys to gather employee feedback for early detection of issues and to improve engagement. Flexible work arrangements, which had been critical to our success throughout the COVID-19 pandemic, has now become part of our culture.
Revenue from our customers may vary significantly from year-to-year based on their respective capital investments, and operating expense budgets, and overall industry trends. There was no customer with sales representing more than 10% of our net revenue in fiscal 2024.
Revenue from our customers may vary significantly year-to-year based on their respective capital investments and operating expense budgets, as well as overall industry trends. For additional information regarding our concentrations and customers, please see "Note 16: Commitments, Contingencies and Concentrations” in the notes to our consolidated financial statements in “Part II, Item 8 — Financial Statements and Supplementary Data”.
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Item 1. BUSINESS Founded in 1951, Kulicke and Soffa Industries, Inc. (“K&S,” “we,” “us,” “our,” or the “Company”) specializes in developing cutting-edge semiconductor and electronics assembly solutions enabling a smarter and more sustainable future.
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Item 1. BUSINESS Kulicke and Soffa Industries, Inc. (“K&S,” “we,” “us,” “our,” or the “Company”) is a global leader in semiconductor assembly technology, advancing device performance across automotive, compute, industrial, memory and communications markets. Founded on innovation in 1951, K&S is uniquely positioned to overcome increasingly dynamic process challenges – creating and delivering long-term value by aligning technology with opportunity.
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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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Key Events in Fiscal 2025 Middle East Conflict On October 7, 2023, an escalated armed conflict between Israel and the Hamas terrorist organization commenced, leading to a series of extended hostilities along Israel’s border with the Gaza Strip.
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As of September 28, 2024, the wind down activities have been substantially completed. The cancellation of the Project resulted in the reduction of the Company's fiscal 2024 revenue by approximately $15 million. The Company also incurred certain charges during the year ended September 28, 2024 and expects to incur an immaterial amount of additional related charges in fiscal year 2025.
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Though a further ceasefire between Israel and the Hamas terrorist organization took effect on October 10, 2025, there have been subsequent claims of breaches on both sides. The Company has a manufacturing facility and a business office in Haifa, and our capillaries are manufactured at our facilities in Israel and China.
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During fiscal years 2021 and 2022, semiconductor suppliers rapidly increased production output in response to increases in end-consumer demand. Concerns surrounding supply availability have spurred defensive inventory purchases, which led to a heightened demand for our products.
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As of the date of this report, our business and manufacturing operations in Israel have not been impacted and no material damage or utilities interruptions have been noted at our Israeli facility. Trade routes remain open, and our suppliers and business partners in Israel remain operational. Furthermore, disruption to our workforce has been minimal.
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APS sales are more directly tied to semiconductor unit consumption rather than capacity requirements and production capability improvements. 5 Table of Contents We continue to position our business to leverage our research and development leadership and innovation and to focus our efforts on mitigating volatility, improving profitability and ensuring longer-term growth.
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Given that any further escalation or other hostilities cannot be excluded, we continue to monitor the situation and remain ready to activate our Business Continuity Plan (“BCP”) if necessary. 6 Table of Contents Cessation of EA Equipment Business On March 25, 2025, the Board of Directors the Company approved a strategic plan related to the cessation of the Company's EA equipment business.
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In support of this development effort, we typically work in close collaboration with customers, end users, and other industry members. In addition to producing technical advances, these collaborative development efforts strengthen customer relationships and enhance our reputation as a technology leader and solutions provider.
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As part of the plan, the Company began the process of winding down the EA equipment business in an effort to prioritize core semiconductor assembly business opportunities and enhance overall through-cycle financial performance.
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The RAPID series continues to excel in providing real-time process and performance monitoring, real-time equipment health monitoring, advanced data analytics and traceability, predictive maintenance monitoring and analysis, and detection and enhanced post-bond inspection. We optimize our bonder platforms to deliver variants of our products to serve emerging high-growth markets.
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The cessation of the EA equipment business is subject to a consultation process with the applicable works council and union representatives, which the Company initiated in the third fiscal quarter of 2025 and, as of October 4, 2025, had substantially completed.
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For example, we have developed extensions to address opportunities in memory assembly with our RAPID MEM, in particular for NAND Flash storage. Our leading technology for wedge bonder equipment uses ribbon or heavy wire for different applications such as power electronics, automotive and semiconductor applications.
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The wind down activities remains ongoing and are expected to be substantially completed by fiscal 2026, after which there will be some service support activities to serve out the remaining customer obligations. For additional information, see "Note 17: Cessation of Business" in the Notes to the Consolidated Financial Statements in "Part II, Item 8 — Financial Statements and Supplementary Data".

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

69 edited+20 added−21 removed134 unchanged
Biggest changeOur security procedures, such as virus protection software, data loss protection and our business continuity planning, such as our disaster recovery policies and back-up systems, may not be adequate or implemented properly to fully address the adverse effect of such events, which could adversely impact our operations. 24 Table of Contents In addition, our business could be adversely affected to the extent we do not make the appropriate level of investment in our technology systems as our technology systems become out-of-date or obsolete and are not able to deliver the type of data integrity and reporting we need to run our business.
Biggest changeOur security procedures, such as virus protection software, data loss protection and our business continuity planning, such as our disaster recovery policies and back-up systems, may not be adequate or implemented properly to fully address the adverse effect of such events, which could adversely impact our operations.
We currently manufacture our ball, wedge, APAMA TM and APTURA TM bonders in Singapore, our Hybrid and Electronic Assembly solutions in the Netherlands, our dicing blades, capillaries and bonding wedges in China, our capillaries in Israel and China, and our advanced dispensing equipment in Taiwan. We also rely on independent foreign distribution channels for certain of our product lines.
We currently manufacture our ball, wedge, APAMA TM and APTURA TM bonders in Singapore, our dicing blades, capillaries and bonding wedges in China, our Hybrid and Electronic Assembly solutions in the Netherlands, our capillaries in Israel, and our advanced dispensing equipment in Taiwan. We also rely on independent foreign distribution channels for certain of our product lines.
In these cases, we defend or in some instances dispel, and will continue to defend or dispel, against claims or negotiate licenses where we consider these actions appropriate. Intellectual property cases are uncertain, time-consuming and involve complex legal and factual questions.
In these cases, we defend or in some instances dispel, and will continue to defend or dispel, against claims or negotiate licenses where we consider these actions appropriate. Intellectual property cases are uncertain, time-consuming and involve complex legal, technical and factual questions.
As a result, a major portion of our business is subject to the risks associated with international commerce, particularly Asia/Pacific region, such as: • stringent and frequently changing trade compliance regulations; • less protective foreign intellectual property laws, and the enforcement of patent and other intellectual property rights; • longer payment cycles in foreign markets and potential default risks; • foreign exchange restrictions and capital controls, monetary policies and regulatory requirements; • restrictions or significant taxes on the repatriation of our assets, including cash; • tariff and currency fluctuations; • difficulties of staffing and managing dispersed international operations, including labor work stoppages and strikes in our factories or the factories of our suppliers; • changes in our structure or tax incentive arrangements; • possible disagreements with tax authorities; • episodic events outside our control such as, for example, outbreaks of coronaviruses, influenza, monkeypox or other illnesses; 17 Table of Contents • natural disasters such as earthquakes, fires or floods, including as a result of climate change; • war, risks and rumors of war and civil disturbances, including the prolonged tensions in the Middle East and the Ukraine/Russia conflict, or other events that may limit or disrupt manufacturing, markets and international trade; • act of terrorism that impact our operations, customers or supply chain or that target U.S. interests or U.S. companies; • seizure of our foreign assets, including cash; • the imposition of sanctions of countries in which we do business; • changing political conditions and rising geopolitical tensions; and • legal systems which are less developed and may be less predictable than those in the U.S.
As a result, a major portion of our business is subject to the risks associated with international commerce, particularly Asia/Pacific region, such as: • stringent and frequently changing trade regulations; • less protective foreign intellectual property laws, and the enforcement of patent and other intellectual property rights; • longer payment cycles in foreign markets and potential default risks; • foreign exchange restrictions and capital controls, monetary policies and regulatory requirements; • restrictions or significant taxes on the repatriation of our assets, including cash; • tariff and currency fluctuations; • trade wars or trade conflicts; • difficulties of staffing and managing dispersed international operations, including labor work stoppages and strikes in our factories or the factories of our suppliers; • changes in our structure or tax incentive arrangements; • possible disagreements with tax authorities; • episodic events outside our control such as, for example, outbreaks of coronaviruses, influenza, monkeypox or other illnesses; 20 Table of Contents • natural disasters such as earthquakes, fires or floods, including as a result of climate change; • war, risks and rumors of war and civil disturbances, including the prolonged tensions in the Middle East and the Ukraine/Russia conflict, or other events that may limit or disrupt manufacturing, markets and international trade; • act of terrorism that impact our operations, customers or supply chain or that target U.S. interests or U.S. companies; • seizure of our foreign assets, including cash; • the imposition of sanctions of countries in which we do business; • changing political conditions and rising geopolitical tensions; and • legal systems which are less developed and may be less predictable than those in the U.S.
Our primary exposures include the Singapore Dollar, Chinese Yuan, Japanese Yen, Swiss Franc, Philippine Peso, Thai Baht, Taiwan Dollar, South Korean Won, Israeli Shekel, Malaysian Ringgit and Euro.
Our primary exposures include the Singapore Dollar, Chinese Yuan, Japanese Yen, Swiss Franc, Philippine Peso, Thai Baht, New Taiwan Dollar, South Korean Won, New Israeli Shekel, Malaysian Ringgit and Euro.
Increasing attention to ESG matters, including any targets or other ESG initiatives, could result in additional costs or risks or adversely impact our business Certain investors, shareholder advocacy groups, other market participants, customers and other stakeholder groups have focused increasingly on companies' environmental, social and governance (“ESG”) initiatives, including those concerning climate change, greenhouse gas emissions, human rights, diversity and inclusion, and shareholder proxy access.
Increasing attention to ESG matters, including any targets or other ESG initiatives, could result in additional costs or risks or adversely impact our business Certain investors, shareholder advocacy groups, other market participants, customers and other stakeholder groups have focused increasingly on companies' environmental, social and governance (“ESG”) initiatives, including those concerning climate change, greenhouse gas emissions, human rights, and shareholder proxy access.
Any disruptions, delays or deficiencies in the design and implementation or the ongoing maintenance of the new ERP system could adversely affect our ability to process orders, ship products, provide services and customer support, send invoices and track payments, fulfill contractual obligations, accurately maintain books and records, provide accurate, timely and reliable reports on our financial and operating results, including reports required by the 25 Table of Contents SEC such as the evaluation of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, and otherwise operate our business.
Any disruptions, delays or deficiencies in the design and implementation or the ongoing maintenance of the new ERP system could adversely affect our ability to process orders, ship products, provide services and customer support, send invoices and track payments, fulfill contractual obligations, accurately maintain books and records, provide accurate, timely and reliable reports on our financial and operating results, including reports required by the SEC such as the evaluation of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, and otherwise operate our business.
Consequently, our revenues may decline, and our results of operations and financial condition may be adversely affected. 14 Table of Contents Difficulties in forecasting demand for our product lines may lead to periodic inventory shortages or excesses. We typically operate our business with limited visibility of future demand. We do not have long-term contracts with many of our customers.
Consequently, our revenues may decline, and our results of operations and financial condition may be adversely affected. 17 Table of Contents Difficulties in forecasting demand for our product lines may lead to periodic inventory shortages or excesses. We typically operate our business with limited visibility of future demand. We do not have long-term contracts with many of our customers.
In addition, we may not be able to complete the wind down in all respects due to factors outside of our control. If actual amounts were to differ from our estimates, or if the full and complete wind down takes longer than expected, our results of operations and financial condition could be materially and adversely affected.
In addition, we may not be able to complete the wind down in all respects or on time, due to factors outside of our control. If actual amounts were to differ from our estimates, or if the full and complete wind down takes longer than expected, our results of operations and financial condition could be materially and adversely affected.
Additionally, our future effective tax rate could be affected by numerous other factors including higher or lower than anticipated foreign earnings in various jurisdictions where we are subjected to tax rates that differ from the U.S. federal statutory tax rate, by changes in the valuation allowances recorded against certain deferred tax balances, or 26 Table of Contents by changes in accounting principles and reporting requirements, or including the interpretations and application of such accounting principles and reporting requirements.
Additionally, our future effective tax rate could be affected by numerous other factors including higher or lower than anticipated foreign earnings in various jurisdictions where we are subjected to tax rates that differ from the U.S. federal statutory tax rate, by changes in the valuation allowances recorded against certain deferred tax balances, or by changes in accounting principles and reporting requirements, or including the interpretations and application of such accounting principles and reporting requirements.
Some of the factors that may cause our net revenue and operating margins to fluctuate significantly from period to period are: • market downturns; • industry inventory levels; • the mix of products we sell because, for example: ◦ certain lines of equipment or certain aftermarket tools within our business segments are more profitable than others; and ◦ some sales arrangements have higher gross margins than others; • canceled or deferred orders; • variations in sales channel or mix of direct sales and indirect sales; • seasonality; • competitive pricing pressures may force us to reduce prices; • higher than anticipated costs of development, achieving customer acceptance or production of new products; • the availability and cost of the components for our products; • delays in the development and manufacture of our new products and upgraded versions of our products and market acceptance of these products when introduced; • customers’ delay in purchasing our products due to anticipation that we or our competitors may introduce new or upgraded products; and • our competitors’ introduction of new products.
Some of the factors that may cause our net revenue and operating margins to fluctuate significantly from period to period are: • market downturns; • industry inventory levels; • the mix of products we sell because, for example: ◦ certain lines of equipment or certain aftermarket tools within our business segments are more profitable than others; and ◦ some sales arrangements have higher gross margins than others; • cancelled or deferred orders; • variations in sales channel or mix of direct sales and indirect sales; • seasonality; • changes in trade regulations; • competitive pricing pressures may force us to reduce prices; • higher than anticipated costs of development, achieving customer acceptance or production of new products; • the availability and cost of the components for our products; • delays in the development and manufacture of our new products and upgraded versions of our products and market acceptance of these products when introduced; • customers’ delay in purchasing our products due to anticipation that we or our competitors may introduce new or upgraded products; and • our competitors’ introduction of new products.
The implementation and maintenance of the new ERP system has required, and will continue to require, the investment of significant financial and human resources and the implementation may be subject to delays and cost overruns. In addition, we may not be able to successfully complete the implementation of the new ERP system without experiencing difficulties.
The implementation and maintenance of the new ERP system has required, and will continue to require, the investment of significant financial and human resources and the implementation may be subject to additional delays or cost overruns. In addition, we may not be able to successfully complete the implementation of the new ERP system without experiencing difficulties.
Further changes in trade policy, tariffs, additional taxes, restrictions on exports or other trade barriers, or restrictions on supplies, equipment, and raw materials, may limit our ability to produce products, increase our selling and/or manufacturing costs, reduce the competitiveness of our products, or 18 Table of Contents inhibit our ability to sell products or purchase necessary equipment and supplies, which could have a material adverse effect on our business, results of operations, or financial condition.
Further changes in trade policy, tariffs, additional taxes, restrictions on exports or other trade barriers, or restrictions on supplies, equipment, and raw materials, may limit our ability to produce products, increase our selling and/or manufacturing costs, reduce the competitiveness of our products, or inhibit our ability to sell products or purchase necessary equipment and supplies, which could have a material adverse effect on our business, results of operations, or financial condition.
The potential effects of these conditions could have a material adverse effect on our business, results of operations and financial condition. 13 Table of Contents We depend on our suppliers, including sole source suppliers, for raw materials, components and subassemblies.
The potential effects of these conditions could have a material adverse effect on our business, results of operations and financial condition. 16 Table of Contents We depend on our suppliers, including sole source suppliers, for raw materials, components and subassemblies.
The semiconductor industry is volatile, with periods of rapid growth followed by industry-wide retrenchment. These periodic downturns and slowdowns have in the past adversely affected our business, financial condition and operating results. Downturns have been characterized by, among other things, diminished product demand, excess production capacity, and accelerated erosion of selling prices.
The semiconductor industry is volatile, with periods of rapid growth followed by industry-wide retrenchment. These periodic downturns and slowdowns have in the past adversely affected our business, financial condition, human resource allocation and operating results. Downturns have been characterized by, among other things, diminished product demand, excess production capacity, and accelerated erosion of selling prices.
Some governments may have provided, and will continue to provide, financial assistance or other support to some of our competitors or to new entrants, to advance the nation's growth in the semiconductor equipment and packaging materials industries. 16 Table of Contents We expect our competitors to improve their current products’ performance, and to introduce new products and materials with improved price and performance characteristics.
Some governments have provided, and will continue to provide, financial assistance or other support to some of our competitors or to new entrants, to advance the nation's growth in the semiconductor equipment and packaging materials industries. 19 Table of Contents We expect our competitors to improve their current products’ performance, and to introduce new products and materials with improved price and performance characteristics.
While we do not expect Pillar Two to have a material tax impact in fiscal 2025, we will continue to monitor new tax legislation and other developments since changes in tax legislation, or in the interpretation of existing legislation, could materially and adversely affect our financial condition and operating results.
While Pillar Two did not have a material tax impact in fiscal 2025, we will continue to monitor new tax legislation and other developments since changes in tax legislation, or in the interpretation of existing legislation, could materially and adversely affect our financial condition and operating results.
This could materially and adversely affect our business, results of operations and financial condition, restrict our ability to access the capital markets, require us to expend significant resources to correct the material weakness, subject us to fines, penalties or judgments, harm our reputation, adversely affect the trading price of our common stock, or otherwise cause a decline in investor confidence. 27 Table of Contents
This could materially and adversely affect our business, results of operations and financial condition, restrict our ability to access the capital markets, require us to expend significant resources to correct the material weakness, subject us to fines, penalties or judgments, harm our reputation, adversely affect the trading price of our common stock, or otherwise cause a decline in investor confidence. 30 Table of Contents Item 1B.
These transactions place additional demands on our management, our various functional teams and our current labor force. The combination of businesses may result in the loss of key personnel or an interruption of, or loss of 22 Table of Contents momentum in, our existing businesses and/or the acquired business.
These transactions place additional demands on our management, our various functional teams and our current labor force. The combination of businesses may result in the loss of key personnel or an interruption of, or loss of momentum in, our existing businesses and/or the acquired business.
While we conduct active surveillance and monitor potential threats surrounding any unauthorized use from competitors or third parties, we may not be able to detect misuse of our proprietary information before it occurs.
While we conduct active surveillance and monitor potential threats 26 Table of Contents surrounding any unauthorized use from competitors or third parties, we may not be able to detect misuse of our proprietary information before it occurs.
In other instance, a cybersecurity threat could be introduced as the result of our business partners incorporating the output of an AI tool that includes a threat, such as introducing malicious code by incorporating an AI generated source code.
In other instance, a cybersecurity threat could be 27 Table of Contents introduced as the result of our business partners incorporating the output of an AI tool that includes a threat, such as introducing malicious code by incorporating an AI generated source code.
If we lose orders from a significant customer that we are not 19 Table of Contents able to replace, or if a significant customer reduces its orders substantially, or if we incur liabilities for not meeting customer commitments, these losses, reductions or liabilities may materially and adversely affect our business, financial condition and operating results.
If we lose orders from a significant customer that we are not able to replace, or if a significant customer reduces its orders substantially, or if we incur liabilities for not meeting customer commitments, these losses, reductions or liabilities may materially and adversely affect our business, financial condition and operating results.
A violation of those permits may lead to revocation of the permits, fines, penalties or the incurrence of capital or other costs to comply with the permits, including the potential shutdown of operations.
A violation of those permits may lead to revocation of the permits, imposition of fines or penalties, or the incurrence of additional capital expenditure or other costs to comply with the permits, including the potential shutdown of operations.
While we are currently maintaining business and operations in Israel without material damage or interruptions at our Israeli facility, our assets and operations in Israel could be vulnerable to future property damage, inventory loss, business disruption, and expropriation. We have approximately 70 employees in Israel.
While we are currently maintaining business and operations in Israel without material damage or interruptions at our Israeli facility, our assets and operations in Israel could be vulnerable to future property damage, inventory loss, business disruption, and expropriation.
Approximately 53.3% and 38.6% of our net revenue for fiscal 2024 and 2023, respectively, was derived from shipments to customers headquartered in China. We expect our future performance to depend on our ability to continue to compete in foreign markets, particularly in the Asia/Pacific region.
Approximately 53.5% and 53.3% of our net revenue for fiscal 2025 and 2024, respectively, was derived from shipments to customers headquartered in China. We expect our future performance to depend on our ability to continue to compete in foreign markets, particularly in the Asia/Pacific region.
Accordingly, many of these purchase orders or forecasts may be revised or canceled without penalty.
Accordingly, many of these purchase orders or forecasts may be revised or cancelled without penalty.
In addition, we may need to divest existing businesses, which would cause a decline in revenue or profitability and may make our financial results more volatile.
In addition, we may need to divest existing businesses, which would cause a decline in revenue or profitability and may make our financial results more 25 Table of Contents volatile.
Although we have entered into foreign exchange forward contracts from time to time to hedge our operating expenses against certain foreign currency exposure, our attempts to hedge against these risks may not be successful and may result in a material adverse impact on our financial results and cash flows.
Although we have entered into foreign exchange forward contracts from time to time to hedge our operating expenses against certain foreign currency exposure, our attempts to hedge against these risks may not be successful and may result in a material adverse impact on our financial results and cash flows. Changes in tax legislation could adversely impact our future profitability.
The U.S. and several other countries levy tariffs on certain goods and impose other trade restrictions that may impact our customers’ investment in manufacturing equipment, reduce the competitiveness of our products, or inhibit our ability to sell products or purchase necessary equipment and supplies.
The U.S. and several other countries levy tariffs on certain goods and impose other trade restrictions that may impact our customers’ investment in manufacturing equipment, reduce the competitiveness of our products, or inhibit our ability to sell products or purchase necessary equipment and supplies. In particular, trade tensions between the U.S. and China have been ongoing.
Notwithstanding the foregoing, future attempts or breaches might, especially given that threat actors may leverage other means and technologies, including artificial intelligence, to circumvent controls and avoid detection. We devote significant resources to network security and other measures to protect our systems and data from unauthorized access or misuse.
However, future attempts or breaches might become more pervasive and sophisticated, especially given that threat actors may leverage other means and technologies, including artificial intelligence, to circumvent controls and avoid detection. We devote significant resources to network security and other measures to protect our systems and data from unauthorized access or misuse.
In each of our markets, we face competition and the threat of competition from established competitors and potential new entrants. In addition, established competitors may combine to form larger, better-capitalized companies. Some of our competitors have or may have significantly greater financial, engineering, manufacturing and marketing resources than we do.
In each of our markets, we face competition and the threat of competition from established competitors and potential new entrants. In addition, established competitors may combine to form larger, better-capitalized companies, or enter into strategic collaboration with major process partners. Some of our competitors have or may have significantly greater financial, engineering, manufacturing and marketing resources than we do.
Tax laws and regulations are continuously evolving with corporate tax reform, base-erosion efforts, global minimum tax, and increased transparency continuing to be high priorities in many tax jurisdictions in which we operate.
We are subject to income taxes in the U.S. and many foreign jurisdictions. Tax laws and regulations are continuously evolving with corporate tax reform, base-erosion efforts, global minimum tax, and increased transparency continuing to be high priorities in many tax jurisdictions in which we operate.
For example, our articles of incorporation and bylaws contain provisions that: • classify our board of directors into four classes, with one class being elected each year; • permit our board to issue “blank check” preferred shares without shareholder approval; and • prohibit us from engaging in some types of business combinations with a holder of 20% or more of our voting securities without super-majority board or shareholder approval.
For example, our articles of incorporation and bylaws contain provisions that: • permit our board to issue “blank check” preferred shares without shareholder approval; and • prohibit us from engaging in some types of business combinations with a holder of 20% or more of our voting securities without super-majority board or shareholder approval.
Competitive Risks Our average selling prices usually decline over time and may continue to do so. Typically, our average selling prices have declined over time due to continuous price pressure from our customers, our competitors and general cost reductions within our industry’s supply chains. The Chinese government’s initiatives around self-sustainability are propelling China to expand its domestic manufacturing capacity.
Typically, our average selling prices have declined over time due to continuous price pressure from our customers, our competitors and general cost reductions within our industry’s supply chains. The Chinese government’s initiatives around self-sustainability in the semiconductor sector are propelling China to expand its domestic manufacturing capacity.
In addition, changes in environmental laws and regulations (including any relating to climate change and greenhouse gas (“GHG”) emissions) could require us, or others in our value chain, to install additional equipment, alter operations to incorporate new technologies or processes and generally enhance audit, surveillance and compliance measures.
In addition, changes in environmental laws and regulations could require us, or others in our value chain, to install additional equipment, alter operations to incorporate new technologies or processes and generally enhance audit, surveillance and compliance measures.
Our international operations also depend on favorable trade relations between the U.S. and those foreign countries in which our customers, subcontractors and materials suppliers have operations.
Our international operations also depend on favorable trade relations between the U.S. and those foreign countries in which our customers, subcontractors and materials suppliers have operations. In 2025, the U.S. imposed additional tariffs on a number of countries.
If we are unable to continue to attract and retain the managerial, marketing, finance, accounting and technical personnel we require, our business, financial condition and operating results may be materially and adversely affected. Effective succession planning is also important to our long-term success.
If we are unable to continue to attract and retain the engineering, managerial, sales, supply chain, marketing, finance, field service and technical personnel we require, our business, financial condition and operating results may be materially and adversely affected. 23 Table of Contents Effective succession planning is also important to our long-term success.
In addition, we are authorized to issue, without shareholder approval, up to an aggregate of 200 million common stock, of which approximately 53.9 million shares were outstanding as of September 28, 2024.
In addition, we are authorized to issue, without shareholder approval, up to an aggregate of 200 million common stock, of which approximately 51.9 million shares were outstanding as of October 4, 2025.
From time to time, senior management or other key employees may leave our Company, and the loss of any key employee could result in significant disruptions to our operations, including adversely affecting the timeliness of product releases, the successful implementation and completion of company initiatives, the effectiveness of our 20 Table of Contents disclosure controls and procedures and our internal control over financial reporting, and the results of our operations.
From time to time, senior management or other key employees may leave our Company, such as the recent departure of our president and chief executive officer on October 28, 2025, and the loss of any key employee could result in significant disruptions to our operations, including adversely affecting the timeliness of product releases, the successful implementation and completion of company initiatives, the effectiveness of our disclosure controls and procedures and our internal control over financial reporting, and the results of our operations.
We also operate in seismic zones including Taiwan, which is located within a complex zone of convergence between the Philippines Sea Plate and Eurasian Plate. For example, in April 2024, a magnitude 7.4 earthquake struck Taiwan, resulting in significant injuries and death, leading to a temporary suspension of business and services.
We also operate in seismic zones including Taiwan, which is located within a complex zone of convergence between the Philippines Sea Plate and Eurasian Plate. For example, in January 2025, a magnitude 6.4 earthquake struck Tainan, Taiwan, resulting in a temporary suspension of business and services.
We are taking appropriate measures to comply with all applicable BIS Rules. Where required, we will apply for export licenses from the BIS to avoid disruption to our customers’ operations.
In November 2025, the BIS suspended the application of the Affiliates Rule until November 2026. We are taking appropriate measures to comply with all applicable BIS Rules. Where required, we will apply for export licenses from the BIS to avoid disruption to our customers’ operations.
As part of our ongoing efforts to drive further efficiency, we may consolidate or relocate our manufacturing and other facilities or entities. Should we consolidate or relocate, we may experience unanticipated events, including the actions of governments, suppliers, employees, union representatives or customers, which may result in unanticipated costs and disruptions to our business.
Should we consolidate or relocate, we may experience unanticipated events, including the actions of governments, suppliers, employees, union representatives or customers, which may result in unanticipated costs and disruptions to our business.
These attacks may impact critical infrastructure and financial institutions globally, which in turn could adversely affect our operations. While we have taken actions to mitigate such potential risks, the proliferation of malware from the war into systems unrelated to the war, or cyberattacks targeted against U.S. companies, could adversely affect our operations.
While we have taken actions to mitigate such potential risks, the proliferation of malware from the war into systems unrelated to the war, or cyberattacks targeted against U.S. companies, could adversely affect our operations.
Because nearly all of our business is conducted outside the U.S., we face exposure to adverse movements in foreign currency exchange rates which could have a material adverse impact on our financial results and cash flows.
Our ability to compete overseas may therefore be materially and adversely affected by the fluctuations of the U.S. dollar against other currencies. Because nearly all of our business is conducted outside the U.S., we face exposure to adverse movements in foreign currency exchange rates which could have a material adverse impact on our financial results and cash flows.
As a result, demand for our products in future periods is difficult to predict and we sometimes experience inventory shortages or excesses. We generally order supplies and otherwise plan our production based on internal forecasts for demand. We have in the past failed, and may again in the future fail, to accurately forecast demand for our products.
As a result, demand for our products in future periods is difficult to predict and we sometimes experience inventory shortages or excesses. We generally order supplies and otherwise plan our production based on internal forecasts for demand, especially for supplies with a longer lead time.
As we further wind down the Project, we may discover other facts that could require us to incur additional expenses and/or record additional charges that may be different from our initial expectations about the costs of the wind down.
As we work towards the cessation of the EA equipment business, we may discover other facts that could require us to incur additional expenses and/or record additional charges that may be different from our initial expectations.
We expect that a small number of customers will continue to account for a high percentage of our net revenue for the foreseeable future. Thus, our business success depends on our ability to maintain strong relationships with our customers and closely understand their present and anticipated utilization rates. Any one of a number of factors could adversely affect these relationships.
Thus, our business success depends on our ability to maintain strong relationships with our customers and closely understand their present and anticipated utilization rates. Any one of a number of factors could adversely affect these relationships.
We also could incur significant costs, including cleanup costs, fines or other sanctions and third-party claims for property damage or personal injury, as a result of violations of or liabilities under such laws and regulations. Increasingly, various agencies and governmental bodies have expressed interest in promulgating rules relating to climate change.
We also could incur significant costs, including cleanup costs, fines or other sanctions and third-party claims for property damage or personal injury, as a result of violations of or liabilities under such laws and regulations.
Some of the other factors that may cause our expenses to fluctuate from period-to-period include: • timing and extent of our research and development efforts; • severance, restructuring, and other costs of relocating our manufacturing or warehouse facilities; • inventory write-offs due to obsolescence, project cancellations or other causes; and • an increase in the cost of labor or materials. 15 Table of Contents Because our net revenue and operating results are volatile and difficult to predict, we believe consecutive period-to-period or year-over-year comparisons of our operating results may not be a good indication of our future performance.
Some of the other factors that may cause our expenses to fluctuate from period-to-period include: • timing and extent of our research and development efforts; • retrenchment, severance, restructuring, and other costs of relocating our manufacturing or warehouse facilities; 18 Table of Contents • inventory write-offs due to obsolescence, project cancellations or other causes; and • an increase in the cost of labor or materials.
Additionally, if we do not effectively implement the ERP system as planned or the system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess it adequately could be delayed.
Additionally, if we do not effectively implement the ERP system as planned or the system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess it adequately could be delayed. 28 Table of Contents Currency and Tax Risks We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows.
From time to time we send certain products and equipment to customers or potential customers for testing, evaluation or other purposes in advance of receiving any confirmation of purchase or purchase orders. Such equipment may be at the customer location for an extended period of time per the agreements with these customers and potential customers.
From time to time we send certain products and equipment to customers or potential customers for testing, evaluation or other purposes in advance of receiving any confirmation of purchase or purchase orders.
We cannot predict what further actions may ultimately be taken with respect to tariffs or trade relations between the U.S. and other countries, what products may be subject to such actions, or what actions may be taken by other countries in response.
There has been a further escalation of trade tensions between the U.S. and China since 2018, with U.S. tariffs on Chinese goods and retaliatory Chinese tariffs on U.S. goods. 21 Table of Contents We cannot predict what further actions may ultimately be taken with respect to tariffs or trade relations between the U.S. and other countries, what products may be subject to such actions, or what actions may be taken by other countries in response.
We are implementing a new enterprise resource planning system. Our failure to implement it successfully, on time and on budget could have a material adverse effect on us. In 2020 we began implementing a new enterprise resource planning (“ERP”) system, and will continue to implement the new system in phases across our various entities over the next two years.
We are implementing a new enterprise resource planning system. Our failure to implement it successfully, on time and on budget could have a material adverse effect on us.
Risks Related to Our Shares and Corporate Law We have the ability to issue additional equity securities, which would lead to dilution of our issued and outstanding common stock. We may from time to time issue additional equity securities or securities convertible into equity securities, which would result in dilution of our existing shareholders’ equity interests in us.
We may from time to time issue additional equity securities or securities convertible into equity securities, which would result in dilution of our existing shareholders’ equity interests in us.
This may create opportunities for misalignment or perceived failure resulting in unfavorable ESG ratings. This could foster negative investor sentiment toward us, our customers, or our industry, which could negatively impact our business and operations.
Organizations that provide information to investors on ESG matters may develop more discrete rating matrices, benchmarks and processes on evaluating companies on their ESG approach. This may create opportunities for misalignment or perceived failure resulting in unfavorable ESG ratings. This could foster negative investor sentiment toward us, our customers, or our industry, which could negatively impact our business and operations.
If we fail to accurately forecast demand for our products, our business, financial condition and operating results may be materially and adversely affected. Our quarterly operating results fluctuate significantly and may continue to do so in the future. In the past, our quarterly operating results have fluctuated significantly. We expect that our quarterly results will continue to fluctuate.
Our quarterly operating results fluctuate significantly and may continue to do so in the future. In the past, our quarterly operating results have fluctuated significantly. We expect that our quarterly results will continue to fluctuate.
Changes in our assertion for foreign earnings, whether permanently or non-permanently reinvested, as a result of changes in facts and circumstances or challenges by tax authorities to our historic or future tax positions and transfer pricing policies, could also significantly adversely impact our future effective tax rate.
Changes in our assertion for foreign earnings, whether permanently or non-permanently reinvested, as a result of changes in facts and circumstances or challenges by tax authorities to our historic or future tax positions and transfer pricing policies, could also significantly adversely impact our future effective tax rate. 29 Table of Contents Risks Related to Our Shares and Corporate Law We have the ability to issue additional equity securities, which would lead to dilution of our issued and outstanding common stock.
Many of the statements in such voluntary disclosures are based on our expectations and assumptions, which may require substantial discretion and forecasts about costs and future circumstances. Additionally, ESG matters continue to evolve rapidly. Organizations that provide information to investors on ESG matters may develop more discrete rating matrices, benchmarks and processes on evaluating companies on their ESG approach.
However, the identification, assessment, and disclosure of such matters remains complex. Many of the statements in such voluntary disclosures are based on our expectations and assumptions, which may require substantial discretion and forecasts about costs and future circumstances. Additionally, ESG matters continue to evolve rapidly.
In fiscal 2023, we performed an independent, limited external assurance of our direct (Scope 1) and purchased energy indirect (Scope 2) greenhouse gas emission data under the operational control boundary of eight of our global operational sites, and published such limited external assurance in our sustainability report. However, the identification, assessment, and disclosure of such matters remains complex.
In fiscal 2024, we performed an independent, limited external assurance of our direct (Scope 1) and purchased energy indirect (Scope 2) greenhouse gas emission data, as well as selected sustainability performance data that included paper usage, water consumption, and waste generated and disposed, under the operational control boundary of seven of our global operational sites, and published such limited external assurance in our sustainability report.
As the intensity of the war has been rapidly evolving, including the potential for heightened geopolitical tensions in the Middle East, we continue to receive and review reports concerning our operations and business partners and remain vigilant. The risk of cybersecurity incidents may also increase in connection with the ongoing war.
As the intensity of the war has been rapidly evolving, including the potential for heightened geopolitical tensions in the Middle East, we continue to review reports concerning our operations and business partners and remain vigilant. Where necessary, we will ramp up our manufacturing capabilities in China as part of our general business contingency strategy.
The situation in Northern Israel and Southern Lebanon remains highly tense and volatile. Many multinational companies in the semiconductor industry have research, design and development centers situated in Israel, including our Company, which has a manufacturing facility and a business office in Haifa.
Many multinational companies in the semiconductor industry have research, design and development centers situated in Israel. The Company has a manufacturing facility and a business office in Haifa, and our capillaries are manufactured at this facility, in addition to our facility in China.
Currency and Tax Risks We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows. Because most of our foreign sales are denominated in U.S. dollar, an increase in value of the U.S. dollar against foreign currencies will make our products more expensive than those offered by some of our foreign competitors.
Because most of our foreign sales are denominated in U.S. dollar, an increase in value of the U.S. dollar against foreign currencies will make our products more expensive than those offered by some of our foreign competitors. In addition, a weakening of the U.S. dollar against other currencies could make our costs in certain non-U.S. locations more expensive to fund.
The cost of complying, or of failing to comply, with these and other regulatory requirements or contractual obligations could adversely affect our operating results, financial condition and ability to conduct our business.
Increasingly, various agencies and governmental bodies, especially in jurisdictions outside the U.S. where we continue to operate, have expressed interest in promulgating rules relating to climate change. The cost of complying, or of failing to comply, with these and other regulatory requirements or contractual obligations could adversely affect our operating results, financial condition and ability to conduct our business.
This has led to, and may in the future lead to, delays in product shipments or, alternatively, an increased risk of inventory obsolescence. As part of our supply chain management, we have increased our inventory levels in an effort to mitigate component shortages, which may increase the risk of inventory obsolescence.
We have in the past failed, and may again in the future fail, to accurately forecast demand for our products. This has led to, and may in the future lead to, delays in product shipments or, alternatively, an increased risk of inventory obsolescence.
Any of the foregoing risks, if they were to materialize, could have a material adverse effect on our business, results of operations or financial condition. 21 Table of Contents Operations and Supply Chain Risks We may not be able to continue to consolidate or relocate manufacturing and other facilities or entities without incurring unanticipated costs and disruptions to our business.
We may also not be able to successfully claim against our suppliers or obtain product liability or other 24 Table of Contents insurance to fully cover such risks. Any of the foregoing risks, if they were to materialize, could have a material adverse effect on our business, results of operations or financial condition.
The customer or potential customer may refuse to buy all or partial quantities of such product or equipment and return this back to us.
Such equipment, especially our advanced packaging and advanced dispensing equipment, may be at the customer location for an extended period of time per the agreements with these customers and potential customers. The customer or potential customer may refuse to buy all or partial quantities of such product or equipment and return this back to us.
On October 7, 2023, an escalated armed conflict between Israel and the Hamas terrorist organization commenced, leading to a series of extended hostilities along Israel’s border with the Gaza Strip. Additionally, since October 8, 2023, the Iran-backed Hezbollah militant group has increased its hostilities against Israel over its northern region, including Haifa.
On October 7, 2023, an escalated armed conflict between Israel and the Hamas terrorist organization commenced, leading to a series of extended hostilities along Israel’s border with the Gaza Strip. Though a ceasefire took effect on October 10, 2025, there have been subsequent claims of breaches on both sides.
ERP implementations are complex, time-consuming, labor intensive, and involve substantial expenditures on system software and implementation activities.
Notwithstanding the above, we continue to rely on our existing enterprise resource planning system and have not experienced any disruptions to our business, operations and financial reporting. ERP implementations are complex, time-consuming, labor intensive, and involve substantial expenditures on system software and implementation activities.
Other changes in taxation could materially impact our future effective tax rate.
The Company is still evaluating the impact the tax law changes will have on its future consolidated financial statements. These legislative changes could materially and adversely affect our financial condition and operating results in future periods. Other changes in taxation could materially impact our future effective tax rate.
Removed
The ongoing war could cause harm to our employees and otherwise impair their ability to work for extended periods of time, as well as disrupt supply chains, transport networks, telecommunications and financial systems, and other critical infrastructure necessary to conduct business in Israel.
Added
The risk of cybersecurity incidents may also increase in connection with the ongoing war. These attacks may impact critical infrastructure and financial institutions globally, which in turn could adversely affect our operations.
Removed
In late September 2024, missiles fired by the Iran-backed Hezbollah militant group were seen being intercepted by Israeli air defense system over the city of Haifa.
Added
As part of our supply chain management, we have increased our inventory levels in an effort to mitigate component shortages, which may increase the risk of inventory obsolescence. If we fail to accurately forecast demand for our products, our business, financial condition and operating results may be materially and adversely affected.
Removed
A protectionist trade environment in either the U.S. or those foreign countries in which we do business, such as a change in the current tariff structures, export compliance or other trade policies, may materially and adversely affect our ability to sell our products in foreign markets.
Added
Because our net revenue and operating results are volatile and difficult to predict, we believe consecutive period-to-period or year-over-year comparisons of our operating results may not be a good indication of our future performance. Competitive Risks Our average selling prices usually decline over time and may continue to do so.
Removed
In particular, trade tensions between the U.S. and China have been escalating since 2018, with U.S. tariffs on Chinese goods and retaliatory Chinese tariffs on U.S. goods, and there remains significant uncertainty about the future relationship between the U.S. and China.
Added
Impacted countries have imposed, and in the future may impose, retaliatory tariffs, and such actions could give rise to an escalation of other trade measures by the countries subject to such tariffs. In addition to tariffs, the U.S. has imposed export controls targeted at specific industries, including the semiconductor industry.
Removed
There was no customer with sales representing more than 10% of net revenue in fiscal 2024. Sales to our ten largest customers comprised 53.6% and 53.5% of our net revenue for fiscal 2024 and fiscal 2023, respectively.
Added
These tariffs and other adverse trade actions, as well as the threat of trade wars against foreign countries/regions, have created even more uncertainties in international trade, which may affect our business.
Removed
The cancellation and wind down of the Project may adversely affect our business, results of operations and financial condition.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management program has been informed by industry standards, including the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”). Our cybersecurity risk management program incorporates multiple components, including, but not limited to, policies, guidelines, procedures, infrastructure, and systems that are designed to protect the confidentiality, integrity and availability of our critical systems and information.
Biggest changeOur cybersecurity risk management program incorporates multiple components, including, but not limited to, policies, guidelines, procedures, infrastructure, and systems that are designed to protect the confidentiality, integrity and availability of our critical systems and information.
In the event of a cybersecurity incident, the Committee and Board receive updates from this team on an ad-hoc basis, if appropriate, under our tiered escalation support framework. 29 Table of Contents
In the event of a cybersecurity incident, the Committee and Board receive updates from this team on an ad-hoc basis, if appropriate, under our tiered escalation support framework. 31 Table of Contents
The Director, IT receives support from our operational team which comprises cybersecurity, IT, controllership, and legal professionals who regularly review cybersecurity matters and evaluate emerging threats, as well as act as first responders to triage any cybersecurity incidents.
He receives support from our operational team which comprises cybersecurity, IT, controllership, and legal professionals who regularly review cybersecurity matters and evaluate emerging threats, as well as act as first responders to triage any cybersecurity incidents.
Cybersecurity Governance Our Board of Directors (the “Board”) has delegated responsibility for enterprise risk management, including cybersecurity risk oversight, to our Audit Committee (the “Committee”). The Committee receives quarterly information security updates from our Chief Financial Officer and Vice President of Information Technology ( “ VP of IT ” ).
Cybersecurity Governance Our Board of Directors (the “Board”) has delegated responsibility for enterprise risk management, including cybersecurity risk oversight, to our Audit Committee (the “Committee”). The Committee receives quarterly information security updates from our Chief Financial Officer and Senior Director of Governance & Information Security (the “Senior Director, GIS”).
The Committee in turn reports to the full Board regarding its activities, including those related to cybersecurity, on at least a bi-annual basis. The VP of IT has twenty seven years of experience in information technology, fifteen of which have involved IT leadership for various organizations.
The Committee in turn reports to the full Board regarding its activities, including those related to cybersecurity, on at least a bi-annual basis.
Removed
Our Director, IT Governance and Security (the “Director, IT”) reports to our VP of IT and is responsible for the day-to-day management of our cybersecurity risk management program. The Director, IT has eighteen years of experience in information technology.
Added
Our cybersecurity practices are aligned with standard industry frameworks such as the National Institute of Standards and Technology (NIST) Cybersecurity Framework, International Organization for Standardization (ISO) 27001, Center for Internet Security Critical Security Controls and other industry standards.
Added
The Senior Director, GIS, who has been a head of information security for close to 15 years and has more than 27 years of overall experience in IT and cyber security industry, holds a Bachelor of Science in Information Technology from Bina Nusantara University and Master of Business Administration from University of Liverpool.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. PROPERTIES The following table reflects our major facilities as of September 28, 2024: Country Facility (1) Approximate Size Function Reportable Segment Singapore Serangoon 251,000 sq. ft. Corporate headquarters, manufacturing, technology, sales and service center Ball Bonding Equipment Wedge Bonding Equipment Advanced Solutions China Suzhou 155,000 sq. ft.
Biggest changeItem 2. PROPERTIES The following table reflects our major facilities as of October 4, 2025: Country Facility (1) Approximate Size Function Reportable Segment Singapore Serangoon 251,000 sq. ft. Corporate headquarters, manufacturing, technology, sales and service center Ball Bonding Equipment Wedge Bonding Equipment Advanced Solutions China Suzhou 155,000 sq. ft.
Technology, sales and service center Wedge Bonding Equipment Israel Haifa 31,000 sq. ft. Manufacturing and technology center APS Taiwan Taipei 20,000 sq. ft. Manufacturing and technology center All Others (1) Each of the facilities listed in this table is leased other than the facilities in Suzhou, China and Fort Washington, Pennsylvania.
Technology, sales and service center Wedge Bonding Equipment Israel Haifa 29,000 sq. ft. Manufacturing and technology center APS Taiwan Taipei 11,000 sq. ft. Manufacturing and technology center All Others (1) Each of the facilities listed in this table is leased other than the facilities in Suzhou, China and Fort Washington, Pennsylvania.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe cannot be assured of the results of any pending or future litigation, but we do not believe resolution of any currently pending matters will materially or adversely affect our business, financial condition or operating results.
Biggest changeWe cannot be assured of the results of any pending or future litigation, but we do not believe resolution of any currently pending matters will have a material adverse effect on our business, financial condition or operating results.
Item 3. LEGAL PROCEEDINGS From time to time, we may be a plaintiff or defendant in legal proceedings and claims arising out of our business. We are party to ordinary, routine litigation incidental to our business.
Item 3. LEGAL PROCEEDINGS From time to time, we may be a plaintiff or defendant in legal proceedings and cases arising out of our business. We are party to ordinary, routine litigation incidental to our business.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers The following table summarizes the repurchases of common stock during the three months ended September 28, 2024 (in thousands, except per share amounts): Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) June 30, 2024 to July 27, 2024 242 $ 49.15 242 $ 61,009 July 28, 2024 to August 31, 2024 409 $ 42.76 409 $ 43,532 September 1, 2024 to September 28, 2024 325 $ 40.84 325 $ 30,251 For the three months ended September 28, 2024 976 976 (1) On August 15, 2017, the Company’s Board of Directors authorized a program (the “Program”) to repurchase up to $100 million in total of the Company’s common stock on or before August 1, 2020.
Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers The following table summarizes the repurchases of common stock during the three months ended October 4, 2025 (in thousands, except per share amounts): Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) June 29, 2025 to July 26, 2025 185 $ 35.75 185 $ 243,881 July 27, 2025 to August 30, 2025 201 $ 35.19 201 $ 236,802 August 31, 2025 to October 4, 2025 77 $ 39.00 77 $ 233,771 For the three months ended October 4, 2025 463 463 (1) On August 15, 2017, the Company’s Board of Directors authorized the Prior Program, as amended from time to time.
Further information concerning the beneficial ownership of our executive officers, directors and principal shareholders will be included in our Proxy Statement for the 2025 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission. Recent Sales of Unregistered Securities and Use of Proceeds None.
Further information concerning the beneficial ownership of our executive officers, directors and principal shareholders will be included in our Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission. Recent Sales of Unregistered Securities and Use of Proceeds None.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on The Nasdaq Global Market (“Nasdaq”) under the symbol “KLIC.” Based on data provided by The Depository Trust Company, on November 11, 2024, the management believes that there were approximately 290 holders of record of the shares of outstanding common stock, as defined by Rule 12g5-1 of the Exchange Act.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on The Nasdaq Global Market (“Nasdaq”) under the symbol “KLIC.” Based on data provided by The Depository Trust Company, on November 17, 2025, the management believes that there were approximately 389 holders of record of the shares of outstanding common stock, as defined by Rule 12g5-1 of the Exchange Act.
On August 26, 2024, May 16, 2024, March 14, 2024 and November 15, 2023, the Board of Directors declared a quarterly dividend $0.20 per share of common stock, resulting in an aggregate dividend of $0.80 per share of common stock for the fiscal year ended September 28, 2024.
On each of August 29, 2025, June 5, 2025, March 6, 2025 and November 13, 2024, the Board of Directors declared a quarterly dividend of $0.205 per share of common stock, resulting in an aggregate dividend of $0.82 per share of common stock for the fiscal year ended October 4, 2025.
The timing and amount of repurchase transactions under the Program depend on market conditions as well as corporate and regulatory considerations.
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. 33 Table of Contents
On May 7, 2022, the Company entered into a written trading plan under Rule 10b5-1 of the Exchange Act to facilitate repurchases under the Program. This trading plan was most recently modified on May 29, 2023. The Program may be suspended or discontinued at any time and will be funded using the Company’s available cash, cash equivalents and short-term investments.
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.
Removed
In 2018, 2019 and 2020, the Board of Directors increased the share repurchase authorization under the Program to $200 million, $300 million and $400 million respectively.
Added
Additionally, and as previously announced on November 13, 2024, the Board of Directors authorized 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.
Removed
On March 3, 2022, the Board of Directors further increased the share repurchase authorization under the Company’s existing share repurchase program by an additional $400 million to $800 million, and extended its duration through August 1, 2025. The Company may purchase shares of its common stock through open market and privately negotiated transactions at prices deemed appropriate by management.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(Loss)/Income from Operations The following table reflect the income/(loss) from operations by reportable segment for fiscal 2024 and 2023: Fiscal (dollar amounts in thousands) 2024 2023 $ Change % Change Ball Bonding Equipment $ 113,000 $ 81,929 $ 31,071 37.9 % Wedge Bonding Equipment 19,575 63,088 (43,513) (69.0) % Advanced Solutions (155,350) (32,530) (122,820) (377.6) % APS 49,744 47,654 2,090 4.4 % All Others (33,527) (36,797) 3,270 8.9 % Corporate expenses (85,938) (83,907) (2,031) (2.4) % Total (loss)/income from operations $ (92,496) $ 39,437 $ (131,933) (334.5) % Ball Bonding Equipment For fiscal 2024, the higher Ball Bonding Equipment income from operations as compared to fiscal 2023 was primarily due to the increase in revenue, gross margin and changes in operating expenses as explained under “Net Revenue”, "Gross Profit" and “Operating Expenses” above.
Biggest changeFiscal (dollar amounts in thousands) 2025 2024 $ Change % Change Ball Bonding Equipment $ 84,430 $ 113,000 $ (28,570) (25.3) % Wedge Bonding Equipment 18,387 19,575 (1,188) (6.1) % Advanced Solutions 49,411 (155,350) 204,761 131.8 % APS 28,865 49,744 (20,879) (42.0) % All Others (89,300) (33,527) (55,773) (166.4) % Corporate Expenses (95,017) (85,938) (9,079) (10.6) % Total loss from operations $ (3,224) $ (92,496) $ 89,272 96.5 % 42 Table of Contents Interest Income and Expense The following table reflects the interest income and interest expense for fiscal 2025 and 2024: Fiscal (dollar amounts in thousands) 2025 2024 $ Change % Change Interest income $ 23,834 $ 34,230 $ (10,396) (30.4) % Interest expense $ (134) $ (89) $ (45) (50.6) % Interest income For fiscal 2025, the lower interest income as compared to fiscal 2024 was primarily due to lower weighted average interest rates on cash, cash equivalents and short-term investments.
(2) Associated with the U.S. one-time transition tax on certain earnings and profits of our foreign subsidiaries in relation to the TCJA. 42 Table of Contents 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”).
(2) Associated with the U.S. one-time transition tax on certain earnings and profits of our foreign subsidiaries in relation to the TCJA. 46 Table of Contents 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”).
For sales to distributors, payment is due on our standard commercial terms and is not contingent upon resale of the products. 32 Table of Contents Our business is subject to contingencies related to customer orders, including: • Right of Return : A large portion of our revenue comes from the sale of equipment used in the semiconductor assembly process.
For sales to distributors, payment is due on our standard commercial terms and is not contingent upon resale of the products. 35 Table of Contents Our business is subject to contingencies related to customer orders, including: • Right of Return : A large portion of our revenue comes from the sale of equipment used in the semiconductor assembly process.
Discussions of fiscal 2022 items and year-to-year comparisons between fiscal 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the 2023 Annual Report filed on November 16, 2023 (the "2023 Annual Report").
Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the 2024 Annual Report filed on November 16, 2024 (the "2024 Annual Report").
The actual amounts for fiscal 2025 will vary depending on market conditions. Expenditures are anticipated to be primarily used for research and development projects, enhancements to our manufacturing operations, improvements to our information technology security, ongoing implementation of our enterprise resource planning system and leasehold improvements for our facilities.
The actual amounts for fiscal 2026 will vary depending on market conditions. Expenditures are anticipated to be primarily used for research and development projects, enhancements to our manufacturing operations, improvements to our information technology security, ongoing implementation of our enterprise resource planning system and leasehold improvements for our facilities.
Wedge Bonding Equipment For fiscal 2024, the lower Wedge Bonding Equipment gross profit margin as compared to fiscal 2023 was primarily driven by less favorable product mix, including lower sales of higher margin products and a shift in customer mix, including higher sales to customers where we achieve lower average margins.
Wedge Bonding Equipment For fiscal 2025, the lower Wedge Bonding Equipment gross profit margin as compared to fiscal 2024 was primarily driven by a less favorable product mix, including higher sales of lower margin products and a shift in customer mix, including higher sales to customers where we achieve lower average margins.
We believe that our existing cash, cash equivalents, short-term investments, existing Facility Agreements, and anticipated cash flows from operations will be sufficient to meet our liquidity and capital requirements, notwithstanding the macroeconomic headwinds, for the next twelve months and beyond.
We believe that our existing cash, cash equivalents, short-term investments and anticipated cash flows from operations will be sufficient to meet our liquidity and capital requirements, notwithstanding the macroeconomic headwinds, for the next twelve months and beyond.
The decrease in net revenue is primarily due to lower volume in Wedge Bonding Equipment, Advanced Solutions and All Others, offset by the higher volumes in Ball Bonding Equipment as further outlined in the tables presented immediately below.
The decrease in net revenue is primarily due to lower volume in Ball Bonding Equipment, APS and All Others, partially offset by the higher volumes in Wedge Bonding Equipment and Advanced Solutions as further outlined in the tables presented immediately below.
Our ability to make these expenditures will depend, in part, on our future cash flows, which are determined by our future operating performance and, therefore, subject to prevailing macroeconomic conditions, trade tensions, inflationary pressures, geopolitical tensions, including the ongoing Israel-Hamas war, tensions in the Middle East, and the prolonged Ukraine/Russia conflict, and other factors, some of which are beyond our control.
Our ability to make these expenditures will depend, in part, on our future cash flows, which are determined by our future operating performance and, therefore, subject to prevailing macroeconomic conditions, trade tensions, inflationary pressures, geopolitical tensions, including the ongoing tensions in the Middle East and the prolonged Ukraine/Russia conflict, and other factors, some of which are beyond our control.
Step two, or measurement, is based on the largest amount of benefit, which is more likely than not to be realized on settlement with the taxing authority, including resolution of related appeals or litigation processes, if any. 34 Table of Contents Equity-Based Compensation The Company accounts for equity-based compensation under the provisions of ASC No. 718, Compensation - Stock Compensation (“ASC 718”).
Step two, or measurement, is based on the largest amount of benefit, which is more likely than not to be realized on settlement with the taxing authority, including resolution of related appeals or litigation processes, if any. Equity-Based Compensation The Company accounts for equity-based compensation under the provisions of ASC No. 718, Compensation - Stock Compensation (“ASC 718”).
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section of this Form 10-K generally discusses fiscal 2024 and 2023 items and year-to-year comparisons between fiscal 2024 and 2023.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section of this Form 10-K generally discusses fiscal 2025 and 2024 items and year-to-year comparisons between fiscal 2025 and 2024.
In this unprecedented macroeconomic environment, and as a result of the ongoing Israel-Hamas war and the prolonged Ukraine/Russia conflict or for other reasons, we may seek, as we believe appropriate, additional debt or equity financing which would provide capital for corporate purposes, working capital funding, additional liquidity needs or to fund future growth opportunities, including possible acquisitions.
In this unprecedented macroeconomic environment, and as a result of the ongoing tensions in the Middle East and the prolonged Ukraine/Russia conflict or for other reasons, we may seek, as we believe appropriate, additional debt or equity financing which would provide capital for corporate purposes, working capital funding, additional liquidity needs or to fund future growth opportunities, including possible acquisitions.
While the Company anticipates long-term growth in semiconductor consumption, we observed trade-related adverse impacts in demand from China, which continues to persist in fiscal 2024 and beyond. Net Revenue Our net revenues for fiscal 2024 decreased as compared to our net revenues for fiscal 2023.
While the Company anticipates long-term growth in semiconductor consumption, we observed trade-related adverse impacts in demand from China, which continues to persist in fiscal 2025 and beyond. 39 Table of Contents Net Revenue Our net revenues for fiscal 2025 decreased as compared to our net revenues for fiscal 2024.
Other Obligations and Contingent Payments In accordance with U.S. generally accepted accounting principles, certain obligations and commitments as of September 28, 2024 are appropriately not included in the Consolidated Balance Sheets and Statements of Operations in this Form 10-K.
Other Obligations and Contingent Payments In accordance with U.S. generally accepted accounting principles, certain obligations and commitments as of October 4, 2025 are appropriately not included in the Consolidated Balance Sheets and Statements of Operations in this Form 10-K.
As of September 28, 2024 and September 30, 2023, approximately $302.6 million and $576.9 million of cash, cash equivalents, and short-term investments were held by the Company’s foreign subsidiaries, respectively, with a large portion of the cash amounts expected to be available for use in the U.S. without incurring additional U.S. income tax.
As of October 4, 2025 and September 28, 2024, approximately $414.3 million and $302.6 million of cash, cash equivalents, and short-term investments were held by the Company’s foreign subsidiaries, respectively, with a large portion of the cash amounts expected to be available for use in the U.S. without incurring additional U.S. income tax.
RECENT ACCOUNTING PRONOUNCEMENTS See Note 1 to our consolidated financial statements in Item 8 for a description of certain recent accounting pronouncements, including the expected dates of adoption and effects on our consolidated results of operations and financial condition.
RECENT ACCOUNTING PRONOUNCEMENTS See "Note 1: Basis of Presentation” in the notes to our consolidated financial statements in “Part II, Item 8 — Financial Statements and Supplementary Data” to our consolidated financial statements in Item 8 for a description of certain recent accounting pronouncements, including the expected dates of adoption and effects on our consolidated results of operations and financial condition.
Advanced Solutions For fiscal 2024, the lower Advanced Solutions gross profit margin as compared to fiscal 2023 was primarily driven by the inventory write-down charges we incurred as a result of the cancellation of Project W and less favorable product mix, including lower sales of higher margin products.
Advanced Solutions For fiscal 2025, the higher Advanced Solutions gross profit margin as compared to fiscal 2024 was primarily driven by the inventory write-down charges in the prior year as a result of the cancellation of Project W and favorable product mix, including higher sales of higher margin products.
If actual market conditions are less favorable than projections, additional inventory reserves may be required. Inventory reserve provision for certain subsidiaries is determined based on management’s estimate of future consumption for equipment and spare parts.
If actual market conditions are less favorable than projections, additional inventory reserves may be required. 36 Table of Contents Inventory reserve provision for certain subsidiaries is determined based on management’s estimate of future consumption for equipment and spare parts. This estimate is based on historical sales volumes, internal projections and market developments and trends.
The net cash used in financing activities was primarily due to common stock repurchases of $69.2 million and dividend payments of $42.0 million. 40 Table of Contents Fiscal 2025 Liquidity and Capital Resource Outlook We expect our fiscal 2025 capital expenditures to be between $13.0 million and $17.0 million.
The net cash used in financing activities was primarily due to common stock repurchases of $150.8 million and dividend payments of $44.2 million. 44 Table of Contents Fiscal 2026 Liquidity and Capital Resource Outlook We expect our fiscal 2026 capital expenditures to be between $8.0 million and $12.0 million.
Step one, or recognition, requires a company to determine if the weight of available evidence indicates a tax position is more likely than not to be sustained upon examination solely based on its technical merit.
Under ASC 740.10, the Company utilizes a two-step approach for evaluating uncertain tax positions. Step one, or recognition, requires a company to determine if the weight of available evidence indicates a tax position is more likely than not to be sustained upon examination solely based on its technical merit.
The net cash used in investing activities was due to net purchase of short-term investments of $120.0 million, capital expenditures of $16.1 million and investment in a private equity fund of $2.4 million. The net cash used in financing activities was primarily due to common stock repurchases of $150.8 million and dividend payments of $44.2 million.
The net cash used in investing activities was due to net purchase of short-term investments of $120.0 million, capital expenditures of $16.1 million and investment in a private equity fund of $2.4 million.
The following table presents certain payments due by the Company under contractual obligations with minimum firm commitments as of September 28, 2024: Payments due in (in thousands) Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years Inventory purchase obligations (1) $ 126,078 126,078 $ — $ — $ — U.S. one-time transition tax payable (2) (reflected on our Balance Sheets) 28,619 16,808 11,811 — — Total $ 154,697 $ 142,886 $ 11,811 $ — $ — (1) We order inventory components in the normal course of our business.
The following table presents certain payments due by the Company under contractual obligations with minimum firm commitments as of October 4, 2025: Payments due in (in thousands) Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years Inventory purchase obligations (1) $ 177,305 177,305 — — — U.S. one-time transition tax payable (2) (reflected on our Consolidated Balance Sheets) 11,811 11,811 — — — Total $ 189,116 $ 189,116 $ — — — (1) We order inventory components in the normal course of our business.
Our liquidity is affected by many factors, some based on normal operations of our business and others related to macroeconomic conditions including inflationary pressures, industry-related uncertainties, and effects arising from the ongoing Israel-Hamas war and the prolonged Ukraine/Russia conflict, which we cannot predict. We also cannot predict economic conditions and industry downturns or the timing, strength or duration of recoveries.
Our liquidity is affected by many factors, some based on normal operations of our business and others related to macroeconomic conditions including inflationary pressures, industry-related uncertainties, and effects arising from the ongoing tensions in the Middle East and the prolonged Ukraine/Russia conflict, which we cannot predict.
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 September 28, 2024, our remaining stock repurchase authorization under the Program was approximately $30.3 million.
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.
Share Repurchase Program On August 15, 2017, the Company's Board of Directors authorized a program (the "Program") to repurchase up to $100 million of the Company’s common stock on or before August 1, 2020. In 2018, 2019 and 2020, the Board of Directors increased the share repurchase authorization under the Program to $200 million, $300 million and $400 million, respectively.
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.
This was partially offset by $4.8 million net favorable variance in foreign exchange. Research and Development (“R&D”) For fiscal 2024, the higher R&D expenses as compared to fiscal 2023 was primarily to $8.4 million higher staff cost related to an increase in headcount and equity compensation, $4.1 million higher prototype materials and $1.1 million higher miscellaneous expenses.
This was partially offset by $6.2 million net favorable variance in foreign exchange, $1.6 million lower professional services and $1.2 million lower miscellaneous expenses. Research and Development (“R&D”) For fiscal 2025, the lower R&D expenses as compared to fiscal 2024 was primarily due to $4.5 million lower prototype materials. This was partially offset by $2.8 million higher staff costs.
Additionally, as of September 28, 2024, the Company had deferred tax liabilities of $34.6 million and unrecognized tax benefit recorded within the income tax payable for uncertain tax positions of $21.4 million, including related accrued interest of $3.7 million.
Additionally, as of October 4, 2025, the Company had deferred tax liabilities of $35.5 million and unrecognized tax benefit recorded within the income tax payable for uncertain tax positions of $18.4 million, including related accrued interest of $3.1 million.
The stock repurchases were recorded in the periods they were delivered and accounted for as treasury stock in the Company’s Consolidated 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.
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.
This estimate is based on historical sales volumes, internal projections and market developments and trends. 33 Table of Contents Accounting for Impairment of Goodwill ASC No. 350, Intangibles-Goodwill and Other requires goodwill and other intangible assets with indefinite lives to be reviewed for impairment annually, or more frequently if circumstances indicate a possible impairment.
Accounting for Impairment of Goodwill ASC No. 350, Intangibles-Goodwill and Other requires goodwill and other intangible assets with indefinite lives to be reviewed for impairment annually, or more frequently if circumstances indicate a possible impairment.
See Note 11 to our consolidated financial statements in Item 8 for a summary of the terms of these performance-based awards. The fair value of equity-based awards is amortized over the vesting period of the award and the Company elected to use the straight-line method for awards granted after the adoption of ASC 718.
The fair value of equity-based awards is amortized over the vesting period of the award and the Company elected to use the straight-line method for awards granted after the adoption of ASC 718.
Income Taxes In accordance with ASC No. 740 , Income Taxes , deferred income taxes are determined using the balance sheet method. The Company records a valuation allowance to reduce its deferred tax assets to the amount expected, on a more likely than not basis, to be realized.
The Company records a valuation allowance to reduce its deferred tax assets to the amount expected, on a more likely than not basis, to be realized.
Advanced Solutions For fiscal 2024, the lower Advanced Solutions net revenue as compared to fiscal 2023 was primarily due to lower volume of customer purchases primarily in the general semiconductor market and the cancellation of Project W.
Advanced Solutions For fiscal 2025, the increase in Advanced Solutions net revenue as compared to fiscal 2024 was primarily due to a higher volume of customer purchases in LED which is included in the industrial end market and higher customer purchases in the general semiconductor end market.
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. For further information on goodwill and other intangible assets, see Note 4 to our consolidated financial statements in Item 8.
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.
On March 3, 2022, the Board of Directors increased the share repurchase authorization under the Program by an additional $400 million to $800 million, and extended its duration through August 1, 2025.
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").
LIQUIDITY AND CAPITAL RESOURCES The following table reflects the total cash, cash equivalents and short-term investments as of September 28, 2024 and September 30, 2023: As of (dollar amounts in thousands) September 28, 2024 September 30, 2023 Change Cash and cash equivalents $ 227,147 $ 529,402 $ (302,255) Short-term investments 350,000 230,000 120,000 Total cash, cash equivalents, and short-term investments $ 577,147 $ 759,402 $ (182,255) Percentage of total assets 46.5 % 50.6 % 39 Table of Contents The following table reflects the summarized Consolidated Statements of Cash Flows information for fiscal 2024 and 2023: Fiscal (in thousands) 2024 2023 Net cash provided by operating activities $ 31,037 $ 173,404 Net cash used in investing activities (138,501) (91,338) Net cash used in financing activities (196,100) (111,876) Effect of exchange rate changes on cash and cash equivalents 1,309 3,675 Changes in cash, and cash equivalents $ (302,255) $ (26,135) Cash and cash equivalents, beginning of period 529,402 555,537 Cash and cash equivalents, end of period $ 227,147 $ 529,402 Fiscal 2024 Net cash provided by operating activities consisted of net loss of $69.0 million, non-cash adjustments of $179.3 million and a net unfavourable change in operating assets and liabilities of $79.2 million.
LIQUIDITY AND CAPITAL RESOURCES The following table reflects the total cash, cash equivalents and short-term investments as of October 4, 2025 and September 28, 2024: As of (dollar amounts in thousands) October 4, 2025 September 28, 2024 $ Change Cash and cash equivalents $ 215,708 $ 227,147 $ (11,439) Short-term investments 295,000 350,000 (55,000) Total cash, cash equivalents, and short-term investments $ 510,708 $ 577,147 $ (66,439) Percentage of total assets 46.2% 46.5% 43 Table of Contents The following table reflects the summarized Consolidated Statements of Cash Flows information for fiscal 2025 and 2024: Fiscal (in thousands) 2025 2024 Net cash provided by operating activities $ 113,565 $ 31,037 Net cash provided by (used in) investing activities 27,663 (138,501) Net cash used in financing activities (153,072) (196,100) Effect of exchange rate changes on cash and cash equivalents 405 1,309 Changes in cash and cash equivalents $ (11,439) $ (302,255) Cash and cash equivalents, beginning of period 227,147 529,402 Cash and cash equivalents, end of period $ 215,708 $ 227,147 Fiscal 2025 The net cash provided by operating activities was primarily due to non-cash adjustments to net income of $121.9 million and a net income of $0.2 million, partially offset by a net unfavourable change in operating assets and liabilities of $8.6 million.
As of September 28, 2024, other than the bank guarantee disclosed in Note 10, we did not have any other off-balance sheet arrangements, such as contingent interests or obligations associated with variable interest entities.
As of October 4, 2025, other than the bank guarantee disclosed in "Note 10: Debt and Other Obligations” in the notes to our consolidated financial statements in “Part II, Item 8 — Financial Statements and Supplementary Data”, we did not have any other off-balance sheet arrangements, such as contingent interests or obligations associated with variable interest entities.
Dividends On August 26, 2024, May 16, 2024, March 14, 2024 and November 15, 2023, the Board of Directors declared a quarterly dividend $0.20 per share of common stock, resulting in an aggregate dividend of $0.80 per share of common stock for the fiscal year ended September 28, 2024.
Dividends On August 29, 2025, June 5, 2025, March 6, 2025 and November 13, 2024, the Board of Directors declared a quarterly dividend of $0.205 per share of common stock, resulting in an aggregate dividend of $0.82 per share of common stock for the fiscal year ended October 4, 2025.
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.
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. On June 6, 2025, the Company terminated the Facility Agreements with the Bank. As of the date of termination, there were no outstanding amounts under the Overdraft Facility.
Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to deferred tax assets would decrease income in the period when such determination is made.
Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to deferred tax assets would decrease income in the period when such determination is made. 37 Table of Contents The Company determines the amount of unrecognized tax benefit with respect to uncertain tax positions taken or expected to be taken on its income tax returns in accordance with ASC No. 740 Topic 10, Income Taxes, General (“ASC 740.10”).
The Company performed its annual impairment test in the fourth quarter of fiscal 2024 and elected to perform the quantitative impairment test as permitted by ASC 350. Based on the quantitative assessment performed on all its reporting units, the Company concluded that no impairment on the Company's recorded goodwill was required.
The Company performed its annual impairment test in the fourth quarter of fiscal 2025 and elected to perform the quantitative impairment test as permitted by ASC 350 for another reporting unit within the "All Others" category and the qualitative impairment assessment for all of its remaining reporting units.
Gross Profit Margin The following table reflects the gross profit as a percentage of net revenue by reportable segment for fiscal 2024 and 2023: Fiscal 2024 2023 Basis point change Ball Bonding Equipment 47.7 % 45.6 % 210 Wedge Bonding Equipment 46.7 % 52.1 % (540) Advanced Solutions (81.8) % 37.4 % (11,920) APS 55.6 % 55.2 % 40 All Others 9.2 % 44.4 % (3,520) Total gross margin 38.1 % 48.3 % (1,020) Ball Bonding Equipment For fiscal 2024, the higher Ball Bonding Equipment gross profit margin as compared to fiscal 2023 was primarily driven by a favorable product mix, including higher sales of higher margin products.
All Others For fiscal 2025, the decrease in net revenue in the “All Others” category as compared to fiscal 2024 was primarily due to a lower volume of customer purchases in the general semiconductor end market. 40 Table of Contents Gross Profit Margin The following table reflects the gross profit as a percentage of net revenue by reportable segment for fiscal 2025 and 2024: Fiscal Basis Point 2025 2024 Change Ball Bonding Equipment 50.0 % 47.7 % 230 Wedge Bonding Equipment 45.1 % 46.7 % (160) Advanced Solutions 58.0 % (81.8) % 13,980 APS 48.3 % 55.6 % (730) All Others (164.4) % 9.2 % (17,360) Total gross profit margin 42.5 % 38.1 % 440 Ball Bonding Equipment For fiscal 2025, the higher Ball Bonding Equipment gross profit margin as compared to fiscal 2024 was primarily driven by a favorable product mix, including lower sales of lower margin products and a shift in customer mix, including higher sales to customers where we achieve higher average margins.
Provision for Income Taxes The following table reflects the provision for income taxes and the effective tax rate for fiscal 2024 and 2023: Fiscal (dollar amounts in thousands) 2024 2023 Change Provision for income taxes $ 10,651 $ 15,053 $ (4,402) Effective tax rate (18.3) % 20.8 % (39.1) % For fiscal 2024, the decrease in provision for income taxes and effective tax rate as compared to fiscal 2023 was primarily due to a decrease in overall profitability, the tax impact of the one-time charge for cancellation of Project W, and the tax benefit from the U.S.
Provision for Income Taxes The following table reflects the provision for income taxes and the effective tax rate for fiscal 2025 and 2024: Fiscal (dollar amounts in thousands) 2025 2024 Change Provision for income taxes $ 20,263 $ 10,651 $ 9,612 Effective tax rate 99.0 % (18.3) % 117.3 % For fiscal 2025, the increase in provision for income taxes and effective tax rate as compared to fiscal 2024 was primarily due to the tax effects of the cessation of the Company's EA equipment business, the reimbursement from the cancellation of Project W and the reversal of unrecognized tax benefit, all of which were recorded in fiscal 2025, and the tax impact of the one-time charge for cancellation of Project W, and the tax benefit from the U.S.
We believe these sources of cash and liquidity are sufficient to meet our additional liquidity needs for the foreseeable future including repayment of any outstanding balances under our existing Facility Agreements, as well as payment of dividends, share repurchases and income taxes.
The Company’s operations and capital requirements are funded primarily by cash on hand and cash generated by foreign operating activities. We believe these sources of cash and liquidity are sufficient to meet our additional liquidity needs for the foreseeable future, including payment of dividends, share repurchases and income taxes.
We intend to continue to use our cash for working capital needs and for general corporate purposes.
We also cannot predict economic conditions and industry downturns or the timing, strength or duration of recoveries. We intend to continue to use our cash for working capital needs and for general corporate purposes.
RESULTS OF OPERATIONS Results of Operations for fiscal 2024 and 2023 The following table reflects the (loss) / income from operations for fiscal 2024 and 2023: Fiscal (dollar amounts in thousands) 2024 2023 $ Change % Change Net revenue $ 706,232 $ 742,491 $ (36,259) (4.9) % Cost of sales 437,478 383,836 53,642 14.0 % Gross profit 268,754 358,655 (89,901) (25.1) % Selling, general and administrative 165,564 152,982 12,582 8.2 % Research and development 151,214 144,701 6,513 4.5 % Impairment charges 44,472 21,535 22,937 106.5 % Operating expenses 361,250 319,218 42,032 13.2 % (Loss) / Income from operations $ (92,496) $ 39,437 $ (131,933) (334.5) % Bookings and Backlog Our backlog consists of customer orders scheduled for shipment within the next twelve months.
RESULTS OF OPERATIONS Results of Operations for fiscal 2025 and 2024 The following table reflects the loss from operations for fiscal 2025 and 2024: Fiscal (dollar amounts in thousands) 2025 2024 $ Change % Change Net revenue $ 654,081 $ 706,232 $ (52,151) (7.4) % Cost of sales 376,160 437,478 (61,318) (14.0) % Gross profit 277,921 268,754 9,167 3.4 % Selling, general and administrative 167,699 165,564 2,135 1.3 % Research and development 149,616 151,214 (1,598) (1.1) % Impairment charges 39,817 44,472 (4,655) (10.5) % Gain relating to cessation of business (75,987) — (75,987) N/A Operating expenses 281,145 361,250 (80,105) (22.2) % Loss from operations $ (3,224) $ (92,496) $ 89,272 96.5 % 38 Table of Contents Bookings and Backlog Our backlog consists of customer orders scheduled for shipment within the next twelve months.
The following table reflects the net revenue by reportable segment for fiscal 2024 and 2023: Fiscal (dollar amounts in thousands) 2024 2023 $ Change % Change Net revenue % of total net revenue Net revenue % of total net revenue Ball Bonding Equipment $ 357,833 50.7 % $ 287,465 38.7 % $ 70,368 24.5 % Wedge Bonding Equipment 105,826 15.0 % 175,550 23.6 % (69,724) (39.7) % Advanced Solutions 52,876 7.5 % 72,256 9.7 % (19,380) (26.8) % APS 160,009 22.7 % 160,718 21.6 % (709) (0.4) % All Others 29,688 4.1 % 46,502 6.4 % (16,814) (36.2) % Total net revenue $ 706,232 100.0 % $ 742,491 100.0 % $ (36,259) (4.9) % Ball Bonding Equipment For fiscal 2024, the increase in Ball Bonding Equipment net revenue as compared to fiscal 2023 was primarily due to higher volumes of customer purchases related to technology transitions and improving market conditions in general semiconductor and memory end markets.
The following table reflects the net revenue by reportable segment for fiscal 2025 and 2024: Fiscal (dollar amounts in thousands) 2025 2024 $ Change % Change Net Revenue % of total net revenue Net Revenue % of total net revenue Ball Bonding Equipment $ 292,951 44.8 % $ 357,833 50.7 % $ (64,882) (18.1) % Wedge Bonding Equipment 110,593 16.9 % 105,826 15.0 % $ 4,767 4.5 % Advanced Solutions 72,737 11.1 % 52,876 7.5 % $ 19,861 37.6 % APS 156,129 23.9 % 160,009 22.7 % $ (3,880) (2.4) % All Others 21,671 3.3 % 29,688 4.1 % $ (8,017) (27.0) % Total net revenue $ 654,081 100.0 % $ 706,232 100.0 % $ (52,151) (7.4) % Ball Bonding Equipment For fiscal 2025, the decrease in Ball Bonding Equipment net revenue as compared to fiscal 2024 was primarily due to a lower volume of customer purchases in the general semiconductor and memory end markets as a result of relatively stable factory utilization levels in certain regions and a decrease in customer investments as a result of uncertainties in the overall macroeconomic environment.
The decrease in accounts payable and accrued expenses and other current liabilities was primarily due to higher payments to suppliers, lower material purchases and lower accrued employee compensation that was paid out in the period. The increase in inventories was due to slower utilization in the period and buildup of long lead time materials to fulfill certain customer purchase orders.
This was partially offset by a decrease in accounts and other receivable of $10.1 million and a net increase in accounts payable, accrued expenses and other liabilities of $24.1 million. The increase in inventories was due to the buildup of long lead time materials to fulfill certain customer purchase orders.
Because of the volatility of customer demand, possibility of customer changes in delivery schedules or cancellations and potential delays in product shipments, our backlog as of any particular date may not be indicative of net revenue for any succeeding period. 35 Table of Contents The following tables reflect the bookings and backlog for fiscal 2024 and 2023: Fiscal (in thousands) 2024 2023 Bookings $ 430,994 $ 656,170 As of (in thousands) September 28, 2024 September 30, 2023 Backlog $ 148,585 $ 423,824 The semiconductor industry is volatile and our operating results are adversely impacted by volatile worldwide economic conditions.
Because of the volatility of customer demand, possibility of customer changes in delivery schedules or cancellations and potential delays in product shipments, our backlog as of any particular date may not be indicative of net revenue for any succeeding period.
Tax Court opinion in Varian Medical Systems, Inc. v. Commissioner related to the U.S. Tax Cuts and Jobs Act of 2017 (“TCJA”) one-time transition tax, partially offset by an increase in valuation allowance. Please refer to “Note 14: Income Taxes” to our consolidated financial statements in Item 8 for additional information.
Tax Court opinion in Varian Medical Systems, Inc. v. Commissioner related to the U.S. Tax Cuts and Jobs Act of 2017 (“TCJA”) one-time transition tax, both of which were recorded in fiscal 2024.
This was partially offset by $6.9 million lower professional services. Impairment Charges For fiscal 2024, the higher impairment charges as compared to the fiscal 2023 was due to $44.5 million impairment charges on long-lived assets related to the cancellation of Project W.
Impairment Charges For fiscal 2025, the impairment charges were due to $39.9 million impairment charges on long-lived assets, intangible assets and goodwill related to the cessation of the EA equipment business. The impairment charges in fiscal 2024 were due to $44.5 million impairment charges on long-lived assets related to the cancellation of Project W.
Wedge Bonding Equipment For fiscal 2024, the lower Wedge Bonding Equipment income from operations as compared to fiscal 2023 was primarily due to the decrease in revenue, gross margin and changes in operating expenses as explained under “Net Revenue”, "Gross Profit" and “Operating Expenses” above.
Loss from Operations The changes in income/loss from operations for the respective segments are due to the changes in net revenue, gross profit margin and operating expenses as explained in the respective sections above.
This has resulted in the reduction in semiconductor supply chain inventory levels and improved factory utilization levels. 36 Table of Contents Wedge Bonding Equipment For fiscal 2024, the lower Wedge Bonding Equipment net revenue as compared to fiscal 2023 was primarily due to lower volume of customer purchases primarily in the general semiconductor market due to the lower power discrete devices demand, as well as in the automotive and renewable energy market.
Wedge Bonding Equipment For fiscal 2025, the increase in Wedge Bonding Equipment net revenue as compared to fiscal 2024 was primarily due to a higher volume of customer purchases primarily in the general semiconductor and partially offset by lower customer purchases in the automotive markets.
The 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 Program, shares may be repurchased through open market and/or privately negotiated transactions at prices deemed appropriate by management.
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.
All Others For fiscal 2024, the lower net revenue in the “All Others” category as compared to fiscal 2023 was primarily due to lower volume of customer purchases in the general semiconductor market and mini LED transfer solutions from softness in the advanced display market.
APS For fiscal 2025, the decrease in APS net revenue as compared to fiscal 2024 was primarily due to a lower volume of customer purchases primarily in spares and services, and unfavorable pricing from bonding tools.
The net change in operating assets and liabilities was primarily driven by a decrease in accounts and notes receivable of $152.7 million and prepaid expenses and other current assets of $8.6 million.
The net change in operating assets and liabilities was primarily driven by an increase in inventories of $26.1 million after excluding the impact of the inventory write-down of $31.5 million, a decrease in income tax payable of $14.2 million and an increase in prepaid expenses and other current assets of $2.3 million.
All Others For fiscal 2024, the lower All Others gross profit margin as compared to fiscal 2023 was primarily driven by the overall lower volumes, the provision of excess and obsolete materials, less favorable product mix, including lower sales of higher margin products and the reversal of previously accrued customer credit program in the prior year period. 37 Table of Contents Operating Expenses The following table reflects the operating expenses for fiscal 2024 and 2023: Fiscal (dollar amounts in thousands) 2024 2023 $ Change % Change Selling, general and administrative $ 165,564 $ 152,982 $ 12,582 8.2 % Research and development 151,214 144,701 $ 6,513 4.5 % Impairment charges 44,472 21,535 $ 22,937 106.5 % Total $ 361,250 $ 319,218 $ 42,032 13.2 % Selling, General and Administrative (“SG&A”) For fiscal 2024, the higher SG&A expenses as compared to fiscal 2023 was primarily due to $4.8 million higher staff cost, $4.2 million higher sales representative commissions, $4.1 million severance expenses, $2.2 million higher miscellaneous expenses and $1.6 million higher professional services.
All Others For fiscal 2025, the lower All Others gross profit margin as compared to fiscal 2024 was primarily driven by the inventory write-down charges incurred as a result of the cessation of the EA equipment business. 41 Table of Contents Operating Expenses The following table reflects the operating expenses for fiscal 2025 and 2024: Fiscal (dollar amounts in thousands) 2025 2024 $ Change % Change Selling, general and administrative $ 167,699 $ 165,564 $ 2,135 1.3 % Research and development 149,616 151,214 (1,598) (1.1) % Gain relating to cessation of business (75,987) — (75,987) N/A Impairment charges 39,817 44,472 (4,655) (10.5) % Total $ 281,145 $ 361,250 $ (80,105) (22.2) % Selling, General and Administrative (“SG&A”) For fiscal 2025, the higher SG&A expenses as compared to fiscal 2024 was primarily due to $7.8 million higher severance expenses and $3.1 million higher staff costs.
On November 17, 2023, the Company modified its written trading plan under Rule 10b5-1 of the Exchange Act, dated as of May 7, 2022, to facilitate repurchases under the Program. The modification provided for the purchase of up to approximately $169 million of the Company’s common stock from November 20, 2023 through August 1, 2025.
Additionally, as 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"). 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 timing and amount of repurchase transactions under the Program depend on market conditions as well as corporate and regulatory considerations. 41 Table of Contents During the fiscal year ended September 28, 2024, the Company repurchased a total of approximately 3,221.0 thousand shares of common stock at a cost of approximately $151.0 million.
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 had completed share repurchases under the Prior Program.
This was partially offset by a decrease in accounts payable and accrued expenses and other current liabilities of $52.3 million, and income tax payable of $29.3 million, and an increase in inventories of $35.8 million. The decrease in accounts and other receivable was primarily due to lower sales in fiscal 2023.
The decrease in income tax payable was primarily due to the current year payment of the U.S. one-time transition tax. The increase in prepaid expenses and other current assets was mainly due to higher prepayments to suppliers. The decrease in accounts and other receivable was mainly due to lower sales for the year.
Fiscal 2023 Net cash provided by operating activities consisted of net income of $57.1 million, non-cash adjustments of $73.8 million and a net favorable change in operating assets and liabilities of $42.4 million.
Net cash used in financing activities was primarily due to common stock repurchases of $97.1 million and dividend payments of $54.1 million. Fiscal 2024 Net cash provided by operating activities consisted of net loss of $69.0 million, non-cash adjustments of $179.3 million and a net unfavourable change in operating assets and liabilities of $79.2 million.
Removed
The Company determines the amount of unrecognized tax benefit with respect to uncertain tax positions taken or expected to be taken on its income tax returns in accordance with ASC No. 740 Topic 10, Income Taxes, General (“ASC 740.10”). Under ASC 740.10, the Company utilizes a two-step approach for evaluating uncertain tax positions.
Added
Based on the quantitative and qualitative assessments performed, the Company concluded other than the impairment taken on one reporting unit within the APS reportable segment and one reporting unit within the "All Others" category in relation to the cessation of EA Equipment Business, no impairment on the Company's other recorded goodwill was required.
Removed
The impairment charge in the fiscal 2023 relates to non-cash impairment charge of $21.5 million related to goodwill and intangible assets in the Lithography reporting unit, as well as on the investment in the non-marketable equity security.
Added
For further information on goodwill and other intangible assets, see "Note 3: Goodwill and Intangible Assets” in the notes to our consolidated financial statements in “Part II, Item 8 — Financial Statements and Supplementary Data”. Income Taxes In accordance with ASC No. 740 , Income Taxes , deferred income taxes are determined using the balance sheet method.
Removed
Advanced Solutions For fiscal 2024, the higher Advanced Solutions loss from operations as compared to fiscal 2023 was primarily due to the decrease in revenue, inventory write-down and impairment charges as explained under “Net Revenue”, “Gross Profit” and “Operating Expenses” above. 38 Table of Contents All Others For fiscal 2024, the lower All Others loss from operations as compared to fiscal 2023 was primarily due to the decrease in revenue and changes in operating expenses as explained under “Net Revenue” and “Operating Expenses” above.
Added
See "Note 11: Shareholders’ Equity and Employee Benefit Plans” in the notes to our consolidated financial statements in “Part II, Item 8 — Financial Statements and Supplementary Data” for a summary of the terms of these performance-based awards.
Removed
Interest Income and Expense The following table reflects the interest income and interest expense for fiscal 2024 and 2023: Fiscal (dollar amounts in thousands) 2024 2023 $ Change % Change Interest income $ 34,230 $ 32,906 $ 1,324 4.0 % Interest expense $ (89) $ (142) $ 53 (37.3) % Interest income For fiscal 2024, the higher interest income as compared to fiscal 2023 was primarily due to higher weighted average interest rates on cash, cash equivalents and short-term investments.
Added
The following tables reflect the bookings and backlog for fiscal 2025 and 2024: Fiscal (in thousands) 2025 2024 Bookings $ 750,781 $ 430,994 As of (in thousands) October 4, 2025 September 28, 2024 Backlog $ 245,280 $ 148,585 The semiconductor industry is volatile and our operating results are adversely impacted by volatile worldwide economic conditions.
Removed
The decrease in income tax payable was primarily due to lower profitability. The net cash used in investing activities was due to net purchase of short-term investments of $10.0 million, cash outflow for the acquisition of Advanced Jet Automation Co., Ltd. of $36.9 million and capital expenditures of $44.4 million.
Added
APS For fiscal 2025, the lower APS gross profit margin as compared to fiscal 2024 was primarily driven by the spares related inventory write-down charges incurred as a result of the cessation of the EA equipment business, lower volume from spares and services, and unfavorable pricing from bonding tools.
Removed
The decrease is primarily due to the repatriation of cash held by the Company's foreign subsidiaries to the U.S. The Company’s operations and capital requirements are funded primarily by cash on hand, cash generated by foreign operating activities and cash from our existing Facility Agreements.
Added
Gain relating to cessation of business For fiscal 2025, the gain relating to cessation of business as compared to fiscal 2024 was primarily due to the $71.1 million reimbursement for certain costs and expenses from Project W cancellation, a $3.2 million gain on the disposal of a subsidiary and a $1.7 million gain from the supplier settlement.
Removed
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.
Added
Please refer to “Note 14: Income Taxes” in the notes to our consolidated financial statements in “Part II, Item 8 — Financial Statements and Supplementary Data” for additional information.
Removed
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).
Added
The non-cash adjustments were primarily due to impairment charges of $39.8 million and an inventory write-down of $31.5 million as a result of the cessation of the EA equipment business.
Removed
The Facility Agreements also contain customary 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 September 28, 2024, there were no outstanding amounts under the Overdraft Facility.
Added
The net increase in accounts payable, accrued expenses and other liabilities was primarily due to higher accrued employee termination benefits and adverse purchase commitments.
Added
Net cash provided by investing activities was due to net maturity of short-term investments of $55.0 million and net cash received from the disposal of a subsidiary of $2.5 million, partially offset by capital expenditures of $17.2 million, investment in debt securities of $10.0 million and investment in a private equity fund of $2.9 million.
Added
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOur international operations are also exposed to foreign currency fluctuations that impact the remeasurement of net monetary assets of those operations whose functional currency, the U.S. dollar, differs from their respective local currencies, most notably in Israel and Singapore. Our U.S. operations also have foreign currency exposure due to net monetary assets denominated in currencies other than the U.S. dollar.
Biggest changeOur international operations are also exposed to foreign currency fluctuations that impact the remeasurement of net monetary assets of those operations whose functional currency, the U.S. dollar, differs from their respective local currencies, most notably in Israel, Singapore and Switzerland.
Accordingly, we believe that the effects to us of changes in interest rates and credit ratings of issuers are limited and would not have a material impact on our financial condition or results of operations.
Accordingly, we believe that the effects on us of changes in interest rates and credit ratings of issuers are limited and would not have a material impact on our financial condition or results of operations.
Based on our foreign currency exposure as of September 28, 2024, a 10.0% fluctuation could impact our financial position, results of operations or cash flows by $4.0 to $5.0 million. Our attempts to hedge against these risks may not be successful and may result in a material adverse impact on our financial results and cash flow.
Based on our foreign currency exposure as of October 4, 2025, a 10.0% fluctuation could impact our financial position, results of operations or cash flows by $6.0 million to $7.0 million. Our attempts to hedge against these risks may not be successful and may result in a material adverse impact on our financial results and cash flow.
We have foreign exchange forward contracts with a notional amount of $46.2 million outstanding as of September 28, 2024. 43 Table of Contents
We have foreign exchange forward contracts with a notional amount of $50.0 million outstanding as of October 4, 2025. 47 Table of Contents
Added
Our U.S. operations also have foreign currency exposure due to net monetary assets denominated in currencies other than the U.S. dollar.

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