false000103939900010393992024-07-312024-07-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 ____________________________
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported):  July 31, 2024
 
FORMFACTOR, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware000-5030713-3711155
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
7005 Southfront Road
Livermore,
CA
94551
(Address of Principal Executive Offices)(Zip Code)
 
Registrant’s telephone number, including area code:  (925) 290-4000
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section12(b) of the Act:
Title of each classTrading Symbol(s) Name of each exchange on which registered
Common stock, $0.001 par valueFORM Nasdaq Global Market
 
 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐     Emerging growth company

☐    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 2.02.  Results of Operations and Financial Condition.
 
On July 31, 2024, FormFactor, Inc. (“FormFactor”) issued a press release announcing its financial results for the second quarter of fiscal 2024 that ended on June 29, 2024. A copy of the press release is furnished as Exhibit 99.01 to this report and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits.

The following exhibit is filed herewith and this list is intended to constitute the exhibit index.
Exhibit NumberDescription
Press release dated July 31, 2024
 
The information in this report and the accompanying exhibit shall not be incorporated by reference into any filing of FormFactor with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. The information in this report, including the accompanying exhibit, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.




 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
FORMFACTOR, INC.
Date:
July 31, 2024
By:/s/ SHAI SHAHAR
Name:Shai Shahar
Title:Chief Financial Officer
 




EXHIBIT 99.01
ffq118logorgbinlinea06.jpg                            
News Release
 
Investor Contact:
Stan Finkelstein
Investor Relations
(925) 290-4321
ir@formfactor.com
 


FORMFACTOR, INC. REPORTS 2024 SECOND QUARTER RESULTS
Q2 Revenue and Profitability Exceed the Midpoint of the Outlook Range;
Sees Steady Overall Demand in the Third Quarter

LIVERMORE, Calif. — July 31, 2024 —FormFactor, Inc. (Nasdaq: FORM) today announced its financial results for the second quarter of fiscal 2024 ended June 29, 2024. Quarterly revenues were $197.5 million, an increase of 17.0% compared to $168.7 million in the first quarter of fiscal 2024, and an increase of 26.7% from $155.9 million in the second quarter of fiscal 2023.

•Probe Card segment strength, which was expected, drove second-quarter results, with sequential increases in Foundry & Logic, DRAM and Flash markets.
•DRAM probe card revenue reached an all-time record; revenue from High Bandwidth Memory (“HBM”) doubled for the third consecutive quarter.
•Revenue growth reflects exposure to expanding areas, like advanced packaging which is increasing test intensity and complexity, enabling FormFactor to grow despite the delayed refresh cycle in important high-unit-volume end-markets like PC and mobile.

“FormFactor set an all-time record for DRAM probe-card revenue in the second quarter, driven by sequential doubling of high-bandwidth-memory revenue and steady DDR5 new-design activity,” said Mike Slessor, CEO of FormFactor, Inc. “The demand for HBM probe cards is the direct result of large hyperscalers’ investments in generative-AI infrastructure, and our customers’ corresponding ramps of HBM semiconductor capacity and output.”

Second Quarter and Fiscal 2024 Highlights

On a GAAP basis, net income for the second quarter of fiscal 2024 was $19.4 million, or $0.25 per fully-diluted share, compared to net income for the first quarter of fiscal 2024 of $21.8 million, or $0.28 per fully-diluted share, and net income for the second quarter of fiscal 2023 of $0.8 million, or $0.01 per fully-diluted share. Gross margin for the second quarter of 2024 was 44.0%, compared with 37.2% in the first quarter of 2024, and 38.7% in the second quarter of 2023.
 
On a non-GAAP basis, net income for the second quarter of fiscal 2024 was $27.3 million, or $0.35 per fully-diluted share, compared to net income for the first quarter of fiscal 2024 of $14.3 million, or $0.18 per fully-diluted share, and net income for the second quarter of fiscal 2023 of $11.2 million, or $0.14 per fully-diluted share. On a non-GAAP basis, gross margin for the second quarter of 2024 was 45.3%, compared with 38.7% in the first quarter of 2024, and 40.6% in the second quarter of 2023.

A reconciliation of GAAP to non-GAAP measures is provided in the schedules included below.

GAAP net cash provided by operating activities for the second quarter of fiscal 2024 was $21.9 million, compared to $33.0 million for the first quarter of fiscal 2024, and $22.5 million for the second quarter of fiscal 2023. Free cash flow for the second quarter of fiscal 2024 was $14.2 million, compared to free cash flow for the first quarter of fiscal 2024 of $19.7 million, and free cash flow for the second quarter of 2023 of $2.1 million. A reconciliation of net cash provided by operating activities to non-GAAP free cash flow is provided in the schedules included below.



Outlook

Dr. Slessor added, “In the third quarter, we expect overall demand to continue at levels similar to those achieved in the second quarter, although we expect a less-favorable DRAM product mix, with heavier weighting towards DDR5 probe cards.”

For the third quarter ending September 28, 2024, FormFactor is providing the following outlook*:
GAAPReconciling Items**Non-GAAP
Revenue
$200 million +/- $5 million
—
$200 million +/- $5 million
Gross Margin
42% +/- 1.5%
$3 million
43% +/- 1.5%
Net income per diluted share
$0.20 +/- $0.04
$0.11
$0.31 +/- $0.04
*This outlook assumes consistent foreign currency rates.
**Reconciling items are stock-based compensation and amortization of intangible assets and fixed asset fair value adjustments due to acquisitions, net of applicable income tax impacts.

We posted our revenue breakdown by geographic region, by market segment and with customers with greater than 10% of total revenue on the Investor Relations section of our website at www.formfactor.com. We will conduct a conference call at 1:25 p.m. PT, or 4:25 p.m. ET, today.

The public is invited to listen to a live webcast of FormFactor’s conference call on the Investor Relations section of our website at www.formfactor.com. A telephone replay of the conference call will be available approximately two hours after the conclusion of the call. The replay will be available on the Investor Relations section of our website, www.formfactor.com.

Use of Non-GAAP Financial Information:

To supplement our condensed consolidated financial results prepared under generally accepted accounting principles, or GAAP, we disclose certain non-GAAP measures of non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income and free cash flow, that are adjusted from the nearest GAAP financial measure to exclude certain costs, expenses, gains and losses. Reconciliations of the adjustments to GAAP results for the three and six months ended June 29, 2024, and for outlook provided before, as well as for the comparable periods of fiscal 2023, are provided below, and on the Investor Relations section of our website at www.formfactor.com. Information regarding the ways in which management uses non-GAAP financial information to evaluate its business, management's reasons for using this non-GAAP financial information, and limitations associated with the use of non-GAAP financial information, is included under “About our Non-GAAP Financial Measures” following the tables below.

About FormFactor:
 
FormFactor, Inc. (NASDAQ: FORM), is a leading provider of essential test and measurement technologies along the full semiconductor product life cycle - from characterization, modeling, reliability, and design de-bug, to qualification and production test. Semiconductor companies rely upon FormFactor’s products and services to accelerate profitability by optimizing device performance and advancing yield knowledge. The Company serves customers through its network of facilities in Asia, Europe, and North America. For more information, visit the Company’s website at www.formfactor.com.




Forward-looking Statements:

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the federal securities laws, including with respect to the Company’s future financial and operating results, and the Company’s plans, strategies and objectives for future operations. These statements are based on management’s current expectations and beliefs as of the date of this release, and are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those described in the forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding future financial and operating results, including under the heading “Outlook” above, customer demand, conditions in the semiconductor industry, and other statements regarding the Company’s business. Forward-looking statements may contain words such as “may,” “might,” “will,” “expect,” “plan,” “anticipate,” and “continue,” the negative or plural of these words and similar expressions, and include the assumptions that underlie such statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: changes in demand for the Company’s products; customer-specific demand; market opportunity; anticipated industry trends; the availability, benefits, and speed of customer acceptance or implementation of new products and technologies; manufacturing, processing, and design capacity, goals, expansion, volumes, and progress; difficulties or delays in research and development; industry seasonality; risks to the Company’s realization of benefits from acquisitions, investments in capacity and investments in new electronic data systems and information technology; reliance on customers or third parties (including suppliers); changes in macro-economic environments; events affecting global and regional economic and market conditions and stability such as military conflicts, political volatility, infectious diseases and pandemics, and similar factors, operating separately or in combination; and other factors, including those set forth in the Company’s most current annual report on Form 10-K, quarterly reports on Form 10-Q and other filings by the Company with the U.S. Securities and Exchange Commission. In addition, there are varying barriers to international trade, including restrictive trade and export regulations such as the US-China restrictions, dynamic tariffs, trade disputes between the U.S. and other countries, and national security developments or tensions, that may substantially restrict or condition our sales to or in certain countries, increase the cost of doing business internationally, and disrupt our supply chain. No assurances can be given that any of the events anticipated by the forward-looking statements within this press release will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of the Company. Unless required by law, the Company is under no obligation (and expressly disclaims any such obligation) to update or revise its forward-looking statements whether as a result of new information, future events, or otherwise.



FORMFACTOR, INC. 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
 
 Three Months EndedSix Months Ended
 June 29,
2024		March 30,
2024		July 1,
2023		June 29,
2024		July 1,
2023
Revenues$197,474 $168,725 $155,916 $366,199 $323,364 
Cost of revenues110,574 105,987 95,633 216,561 202,003 
Gross profit86,900 62,738 60,283 149,638 121,361 
Operating expenses:  
Research and development31,564 28,627 28,340 60,191 56,585 
Selling, general and administrative37,874 33,079 33,255 70,953 65,997 
Total operating expenses69,438 61,706 61,595 131,144 122,582 
Gain on sale of business310 20,271 — 20,581 — 
Operating income (loss)17,772 21,303 (1,312)39,075 (1,221)
Interest income, net3,415 3,156 1,482 6,571 2,758 
Other income, net360 520 450 880 473 
Income before income taxes21,547 24,979 620 46,526 2,010 
Provision (benefit) for income taxes2,155 3,198 (208)5,353 (160)
Net income$19,392 $21,781 $828 $41,173 $2,170 
Net income per share:
Basic $0.25 $0.28 $0.01 $0.53 $0.03 
Diluted$0.25 $0.28 $0.01 $0.52 $0.03 
Weighted-average number of shares used in per share calculations:
Basic 77,235 77,452 77,159 77,343 77,112 
Diluted78,717 78,490 77,616 78,746 77,450 



FORMFACTOR, INC. 
NON-GAAP FINANCIAL MEASURE RECONCILIATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months EndedSix Months Ended
June 29,
2024		March 30,
2024		July 1,
2023		June 29,
2024		July 1,
2023
GAAP Gross Profit$86,900 $62,738 $60,283 $149,638 $121,361 
Adjustments:
Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other584 630 1,106 1,214 2,462 
Stock-based compensation1,932 1,928 1,515 3,860 3,425 
Restructuring charges— — 332 — 357 
Non-GAAP Gross Profit$89,416 $65,296 $63,236 $154,712 $127,605 
GAAP Gross Margin44.0 %37.2 %38.7 %40.9 %37.5 %
Adjustments:
Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other0.3 %0.4 %0.7 %0.3 %0.8 %
Stock-based compensation1.0 %1.1 %1.0 %1.1 %1.1 %
Restructuring charges— %— %0.2 %— %0.1 %
Non-GAAP Gross Margin45.3 %38.7 %40.6 %42.3 %39.5 %
GAAP operating expenses$69,438 $61,706 $61,595 $131,144 $122,582 
Adjustments:
Amortization of intangibles and other(240)(240)(1,550)(480)(3,097)
Stock-based compensation(8,277)(8,477)(7,689)(16,754)(15,069)
Restructuring charges— — (286)— (1,183)
Costs related to sale of business(43)(646)— (689)— 
Non-GAAP operating expenses$60,878 $52,343 $52,070 $113,221 $103,233 
GAAP operating income (loss)$17,772 $21,303 $(1,312)$39,075 $(1,221)
Adjustments:
Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other824 870 2,656 1,694 5,559 
Stock-based compensation10,209 10,405 9,204 20,614 18,494 
Restructuring charges— — 618 — 1,540 
Gain on sale of business and related costs(267)(19,625)— (19,892)— 
Non-GAAP operating income$28,538 $12,953 $11,166 $41,491 $24,372 



FORMFACTOR, INC. 
NON-GAAP FINANCIAL MEASURE RECONCILIATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months EndedSix Months Ended
June 29,
2024		March 30,
2024		July 1,
2023		June 29,
2024		July 1,
2023
GAAP net income$19,392 $21,781 $828 $41,173 $2,170 
Adjustments:
Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other824 870 2,656 1,694 5,559 
Stock-based compensation10,209 10,405 9,204 20,614 18,494 
Restructuring charges— — 618 — 1,540 
Gain on sale of business and related costs(267)(19,625)— (19,892)— 
Income tax effect of non-GAAP adjustments(2,835)913 (2,068)(1,922)(4,033)
Non-GAAP net income$27,323 $14,344 $11,238 $41,667 $23,730 
GAAP net income per share:
Basic$0.25 $0.28 $0.01 $0.53 $0.03 
Diluted$0.25 $0.28 $0.01 $0.52 $0.03 
Non-GAAP net income per share:
Basic$0.35 $0.19 $0.15 $0.54 $0.31 
Diluted$0.35 $0.18 $0.14 $0.53 $0.31 







FORMFACTOR, INC. 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
June 29,
2024		July 1,
2023
Cash flows from operating activities:
Net income$41,173 $2,170 
Selected adjustments to reconcile net income to net cash provided by operating activities:
Depreciation14,563 15,121 
Amortization1,280 4,766 
Stock-based compensation expense20,614 18,494 
Provision for excess and obsolete inventories6,277 8,628 
Gain on sale of business(20,581)— 
Other activity impacting operating cash flows(8,436)(14,398)
Net cash provided by operating activities54,890 34,781 
Cash flows from investing activities:
Acquisition of property, plant and equipment(21,834)(40,177)
Proceeds from sale of business21,585 — 
Purchases of marketable securities, net(9,711)(8,287)
Net cash used in investing activities(9,960)(48,464)
Cash flows from financing activities:
Purchase of common stock through stock repurchase program(20,271)— 
Proceeds from issuances of common stock4,948 5,024 
Principal repayments on term loans(534)(519)
Tax withholdings related to net share settlements of equity awards(3,569)(456)
Net cash provided by (used in) financing activities(19,426)4,049 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(2,826)(1,958)
Net increase (decrease) in cash, cash equivalents and restricted cash22,678 (11,592)
Cash, cash equivalents and restricted cash, beginning of period181,273 112,982 
Cash, cash equivalents and restricted cash, end of period$203,951 $101,390 






FORMFACTOR, INC. 
RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES TO NON-GAAP FREE CASH FLOW
(In thousands)
(Unaudited)
Three Months EndedSix Months Ended
June 29,
2024		March 30,
2024		July 1,
2023		June 29,
2024		July 1,
2023
Net cash provided by operating activities$21,878 $33,012 $22,472 $54,890 $34,781 
Adjustments:
Sale of business related payments in working capital630 47 — 677 — 
Cash paid for interest101 100 106 201 212 
Capital expenditures(8,398)(13,436)(20,476)(21,834)(40,177)
Free cash flow$14,211 $19,723 $2,102 $33,934 $(5,184)




FORMFACTOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited) 
 June 29,
2024		March 30,
2024		December 30,
2023
ASSETS
Current assets:
Cash and cash equivalents$195,914 $186,296 $177,812 
Marketable securities161,710 162,863 150,507 
Accounts receivable, net of allowance for credit losses113,277 96,407 102,957 
Inventories, net114,814 108,774 111,685 
Restricted cash5,939 5,865 1,152 
Prepaid expenses and other current assets28,964 28,291 29,667 
Total current assets620,618 588,496 573,780 
Restricted cash2,098 2,220 2,309 
Operating lease, right-of-use-assets26,650 28,543 30,519 
Property, plant and equipment, net of accumulated depreciation204,102 205,772 204,399 
Goodwill199,548 199,653 201,090 
Intangibles, net11,657 12,297 12,938 
Deferred tax assets88,841 80,007 78,964 
Other assets2,751 2,810 2,795 
Total assets$1,156,265 $1,119,798 $1,106,794 
LIABILITIES AND STOCKHOLDERS’ EQUITY 
Current liabilities:
Accounts payable$62,235 $65,995 $63,857 
Accrued liabilities49,523 37,716 41,037 
Current portion of term loan, net of unamortized issuance costs1,090 1,083 1,075 
Deferred revenue17,953 17,519 16,704 
Operating lease liabilities8,240 8,245 8,422 
Total current liabilities139,041 130,558 131,095 
Term loan, less current portion, net of unamortized issuance costs12,765 13,041 13,314 
Long-term operating lease liabilities21,441 23,432 25,334 
Deferred grant18,000 18,000 18,000 
Other liabilities17,102 11,017 10,247 
Total liabilities208,349 196,048 197,990 
Stockholders’ equity: 
Common stock77 77 77 
Additional paid-in capital863,283 857,326 861,448 
Accumulated other comprehensive loss(7,948)(6,765)(4,052)
Accumulated income92,504 73,112 51,331 
Total stockholders’ equity947,916 923,750 908,804 
Total liabilities and stockholders’ equity$1,156,265 $1,119,798 $1,106,794 



About our Non-GAAP Financial Measures:

We believe that the presentation of non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income and free cash flow provides supplemental information that is important to understanding financial and business trends and other factors relating to our financial condition and results of operations. Non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income are among the primary indicators used by management as a basis for planning and forecasting future periods, and by management and our board of directors to determine whether our operating performance has met certain targets and thresholds. Management uses non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income when evaluating operating performance because it believes that the exclusion of the items indicated herein, for which the amounts or timing may vary significantly depending upon our activities and other factors, facilitates comparability of our operating performance from period to period. We use free cash flow to conduct and evaluate our business as an additional way of viewing our liquidity that, when viewed with our GAAP results, provides a more complete understanding of factors and trends affecting our cash flows. Many investors also prefer to track free cash flow, as opposed to only GAAP earnings. Free cash flow has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures, and therefore it is important to view free cash flow as a complement to our entire consolidated statements of cash flows. We have chosen to provide this non-GAAP information to investors so they can analyze our operating results closer to the way that management does, and use this information in their assessment of our business and the valuation of our Company. We compute non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income, by adjusting GAAP net income, GAAP net income per basic and diluted share, GAAP gross profit, GAAP gross margin, GAAP operating expenses, and GAAP operating income (loss) to remove the impact of certain items and the tax effect, if applicable, of those adjustments. These non-GAAP measures are not in accordance with, or an alternative to, GAAP, and may be materially different from other non-GAAP measures, including similarly titled non-GAAP measures used by other companies. The presentation of this additional information should not be considered in isolation from, as a substitute for, or superior to, net income, net income per basic and diluted share, gross profit, gross margin, operating expenses, or operating income (loss) in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect certain items that may have a material impact upon our reported financial results. We may expect to continue to incur expenses of a nature similar to the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income should not be construed as an inference that these costs are unusual, infrequent or non-recurring. For more information on the non-GAAP adjustments, please see the table captioned “Non-GAAP Financial Measure Reconciliations” and “Reconciliation of Cash Provided by Operating Activities to non-GAAP Free Cash Flow” included in this press release.

Source: FormFactor, Inc.
FORM-F


v3.24.2
Cover
Jul. 31, 2024
Cover [Abstract]  
Title of 12(b) Security Common stock, $0.001 par value
Document Type 8-K
Document Period End Date Jul. 31, 2024
Entity Registrant Name FORMFACTOR, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 000-50307
Entity Tax Identification Number 13-3711155
Entity Address, Address Line One 7005 Southfront Road
Entity Address, City or Town Livermore,
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94551
City Area Code 925
Local Phone Number 290-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Central Index Key 0001039399
Trading Symbol FORM
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
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