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Management reviewed the results of its assessment with the Audit Committee of the Company’s Board of Directors.
−Removed: We completed the acquisition of Advanced Jet Automation Co., Ltd.
−Removed: (“AJA”) on February 22, 2023, as discussed in Note 3:
−Removed: Business Combination of the Notes to the Consolidated Financial Statements.
−Removed: On March 30, 2023, AJA was renamed Kulicke and Soffa Hi-Tech Co., Ltd.
−Removed: (“K&S Hi-Tech”).
−Removed: Although existing event driven controls were followed related to the business combination accounting for the acquisition, management has excluded K&S Hi-Tech from its assessment of the Company’s internal control over financial reporting for the fiscal year ending September 30, 2023.
−Removed: As of September 30, 2023, K&S Hi-Tech total assets and total revenues represent less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended September 30, 2023.
−Removed: See Note 3 of our Notes to Consolidated Financial Statements for more information.
−Removed: This exclusion is in accordance with the SEC’s general guidance that an assessment of a recently acquired business may be omitted from our scope in the first fiscal year in which the acquisition occurred.
Based on that assessment, management has concluded that, as of September 28, 2024, the Company’s internal control over financial reporting was effective.
The effectiveness of the Company’s internal control over financial reporting as of September 28, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report, which appears in Part II, Item 8 of this Form 10-K.
−Removed: Remediation of Previously Disclosed Material Weakness
−Removed: As described in Part II, Item 9A “Controls and Procedures” of our 2022 Annual Report, we identified a material weakness in our internal control over financial reporting that existed as of October 1, 2022 and which related to a design gap in the existing review of our segment reporting process, which failed to (a) identify all of the key metrics used by the CODM to evaluate performance and allocate resources, (b) assess in totality the level of information provided to and utilized by the CODM to evaluate performance and allocate resources, and (c) appropriately analyze every factor pertinent to whether operating segments share economic similarities that is required for aggregation under ASC 280.
−Removed: A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The Company has implemented remediation steps to address the material weakness and improve our internal control over financial reporting.
−Removed: Specifically, we have designed and implemented a segment review control which (a) identifies all of the key metrics used by the CODM to evaluate performance and allocate resources, (b) assesses in totality the level of information provided to and utilized by the CODM to evaluate performance and allocate resources, and (c) appropriately analyzes every factor pertinent to whether operating segments share economic similarities that is required for aggregation under ASC 280.
−Removed: As part of the design and implementation of the segment review control that was completed in the fourth quarter, the Company engaged an outside consultant to assist management on the development of the segment analysis framework.
−Removed: Testing of both the design and operating effectiveness of the Company’s enhanced controls was completed, and management concluded that the material weakness described above had been fully remediated as of September 30, 2023.
Changes in Internal Control over Financial Reporting
−Removed: Other than the completion remediation actions described above, there has been no change in the Company’s internal control over financial reporting during the three months ended September 30, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: There has been no change in the Company’s internal control over financial reporting during the three months ended September 28, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
OTHER INFORMATION
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
−Removed: (a) The following documents are filed as part of this report:
+Added: (a) The following documents are filed as part of this Annual Report:
(1) Financial Statements:
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( in thousands )
−Removed: Beginning of period Charged to Costs and Expenses Other Additions Other Deductions End of period
+Added: Beginning of period Additions
+Added: End of period
Allowance for doubtful accounts $ 49 $ — $ — (1) $ 49
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and foreign net operating losses and other deferred tax assets.
+Added: Includes the write-down to inventory in relation to the cancellation of Project W that was provided for as inventory reserves during the quarter ended June 29, 2024.
+Added: Reflects the net increase in the valuation allowance primarily associated with the Company’s U.S.
+Added: and foreign tax credits, U.S.
+Added: and foreign net operating losses and other deferred tax assets
+Added: (6) Certain balances in fiscal 2022 have been reclassified to conform to the current period presentation.
+Added: These reclassifications have no impact to the consolidated financial statements in the fiscal period.
EXHIBIT INDEX
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3.1 The Company's Amended and Restated Articles of Incorporation, dated December 5, 2007, is incorporated herein by reference to Exhibit 3(i) to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2007, SEC file number 000-00121.
−Removed: 3.2 The Company's Amended and Restated By-Laws, dated October 12 , 20 23 , is incorporated herein by reference to Exhibit 3(i ) to the Company's Current Report on Form 8-K dated October 13 , 20 23 .
+Added: 3.2 The Company's Amended and Restated By-Laws, dated March 13, 2024, are incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated March 14, 2024.
4.1 Specimen Common Share Certificate of Kulicke and Soffa Industries Inc., is incorporated herein by reference to Exhibit 4 to the Company's Form-8A12G/A dated September 11, 1995, SEC file number 000-00121.
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10.7 Lease Agreement between DBS Trustee Limited, as trustee of Mapletree Industrial Trust, and Kulicke & Soffa Pte.
−Removed: Ltd, dated October 23, 2023 .
+Added: Ltd, dated October 23, 2023, is incorporated herein by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2023.
+Added: SEC file number 000-00121.
10.8 Form of Officer Indemnification Agreement is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 11, 2013.*
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10.19 Incentive Compensation Plan Fiscal Year 2024 .
−Removed: 10.20 Clawback Policy adopted as of October 12, 2023 .
+Added: 10.20 Clawback Policy adopted as of October 12, 2023 is incorporated herein by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended 30 September 2023.
+Added: SEC file number 000-00121.
19.1 Insider Trading Policy.
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Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97 Compensation Recovery Policy.
101.SCH Inline XBRL Taxonomy Extension Schema Document
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.