false000103939900010393992024-10-302024-10-30

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):  October 30, 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 October 30, 2024, FormFactor, Inc. (“FormFactor”) issued a press release announcing its financial results for the third quarter of fiscal 2024 that ended on September 28, 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 October 30, 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:
October 30, 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 THIRD QUARTER RESULTS
Record Quarterly Revenue, Profitability at the Top End of the Outlook Range;
Sees Reduced Demand for Foundry and Logic in Q4, Partially Offset by Continued Strength in DRAM

LIVERMORE, Calif. — October 30, 2024 —FormFactor, Inc. (Nasdaq: FORM) today announced its financial results for the third quarter of fiscal 2024 ended September 28, 2024. Quarterly revenues were $207.9 million, a company record and an increase of 5.3% compared to $197.5 million in the second quarter of fiscal 2024, and an increase of 21.2% from $171.6 million in the third quarter of fiscal 2023.

Record revenue in the third quarter exceeded outlook range and non-GAAP EPS was at the top end of the range.
Strong DDR5 demand produced third consecutive record-setting quarter of DRAM probe-card revenue.
FormFactor’s diversification strategy enabled participation in expanding investments in generative AI and data center applications.

“We are proud to have posted our all-time revenue record in the third quarter,” said Mike Slessor, CEO of FormFactor, Inc. “This performance was driven by continued strength in our DRAM probe-card business, layered on top of moderate growth in our Foundry & Logic and Systems businesses.”

Third Quarter and Fiscal 2024 Highlights

On a GAAP basis, net income for the third quarter of fiscal 2024 was $18.7 million, or $0.24 per fully-diluted share, compared to net income for the second quarter of fiscal 2024 of $19.4 million, or $0.25 per fully-diluted share, and net income for the third quarter of fiscal 2023 of $4.4 million, or $0.06 per fully-diluted share. Gross margin for the third quarter of 2024 was 40.7%, compared with 44.0% in the second quarter of 2024, and 40.4% in the third quarter of 2023.
 
On a non-GAAP basis, net income for the third quarter of fiscal 2024 was $27.2 million, or $0.35 per fully-diluted share, compared to net income for the second quarter of fiscal 2024 of $27.3 million, or $0.35 per fully-diluted share, and net income for the third quarter of fiscal 2023 of $17.3 million, or $0.22 per fully-diluted share. On a non-GAAP basis, gross margin for the third quarter of 2024 was 42.2%, compared with 45.3% in the second quarter of 2024, and 41.9% in the third 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 third quarter of fiscal 2024 was $26.7 million, compared to $21.9 million for the second quarter of fiscal 2024, and $20.6 million for the third quarter of fiscal 2023. Free cash flow for the third quarter of fiscal 2024 was $20.0 million, compared to free cash flow for the second quarter of fiscal 2024 of $14.2 million, and free cash flow for the third quarter of 2023 of $16.9 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, “We continue to experience record levels of DRAM probe card demand, with contributions from both DDR5 and High Bandwidth Memory applications. This, combined with slightly higher Systems Segment revenue, is helping to partially offset the forecasted reduction in Foundry & Logic probe-card demand.”




For the fourth quarter ending December 28, 2024, FormFactor is providing the following outlook*:
GAAPReconciling Items**Non-GAAP
Revenue
$190 million +/- $5 million
$190 million +/- $5 million
Gross Margin
40% +/- 1.5%
$3 million
41% +/- 1.5%
Net income per diluted share
$0.16 +/- $0.04
$0.13
$0.29 +/- $0.04
*This outlook assumes consistent foreign currency rates.
**Reconciling items are stock-based compensation, amortization of intangible assets and fixed asset fair value adjustments due to acquisitions, and restructuring charges, 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 nine months ended September 28, 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,” “forecast,” 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 EndedNine Months Ended
 September 28,
2024
June 29,
2024
September 30,
2023
September 28,
2024
September 30,
2023
Revenues$207,917 $197,474 $171,575 $574,116 $494,939 
Cost of revenues123,212 110,574 102,290 339,773 304,293 
Gross profit84,705 86,900 69,285 234,343 190,646 
Operating expenses:  
Research and development31,243 31,564 31,014 91,434 87,599 
Selling, general and administrative35,607 37,874 35,564 106,560 101,561 
Total operating expenses66,850 69,438 66,578 197,994 189,160 
Gain on sale of business— 310 — 20,581 — 
Operating income17,855 17,772 2,707 56,930 1,486 
Interest income, net3,650 3,415 1,662 10,221 4,420 
Other income (expense), net(558)360 788 322 1,261 
Income before income taxes20,947 21,547 5,157 67,473 7,167 
Provision for income taxes2,211 2,155 786 7,564 626 
Net income$18,736 $19,392 $4,371 $59,909 $6,541 
Net income per share:
Basic $0.24 $0.25 $0.06 $0.77 $0.08 
Diluted$0.24 $0.25 $0.06 $0.76 $0.08 
Weighted-average number of shares used in per share calculations:
Basic 77,406 77,235 77,571 77,364 77,265 
Diluted78,439 78,717 78,412 78,495 77,860 




FORMFACTOR, INC. 
NON-GAAP FINANCIAL MEASURE RECONCILIATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months EndedNine Months Ended
September 28,
2024
June 29,
2024
September 30,
2023
September 28,
2024
September 30,
2023
GAAP Gross Profit$84,705 $86,900 $69,285 $234,343 $190,646 
Adjustments:
Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other530 584 1,118 1,661 3,580 
Stock-based compensation1,934 1,932 1,376 5,794 4,801 
Restructuring charges524 — — 607 357 
Non-GAAP Gross Profit$87,693 $89,416 $71,779 $242,405 $199,384 
GAAP Gross Margin40.7 %44.0 %40.4 %40.8 %38.5 %
Adjustments:
Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other0.3 %0.3 %0.7 %0.3 %0.7 %
Stock-based compensation0.9 %1.0 %0.8 %1.0 %1.0 %
Restructuring charges0.3 %— %— %0.1 %0.1 %
Non-GAAP Gross Margin42.2 %45.3 %41.9 %42.2 %40.3 %
GAAP operating expenses$66,850 $69,438 $66,578 $197,994 $189,160 
Adjustments:
Amortization of intangibles and other(240)(240)(466)(720)(3,563)
Stock-based compensation(7,002)(8,277)(9,463)(23,756)(24,532)
Restructuring charges(249)— — (249)(1,183)
Costs related to sale of business(13)(43)(2,139)(702)(2,139)
Non-GAAP operating expenses$59,346 $60,878 $54,510 $172,567 $157,743 
GAAP operating income$17,855 $17,772 $2,707 $56,930 $1,486 
Adjustments:
Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other770 824 1,584 2,381 7,143 
Stock-based compensation8,936 10,209 10,839 29,550 29,333 
Restructuring charges773 — — 856 1,540 
Gain on sale of business and related costs13 (267)2,139 (19,879)2,139 
Non-GAAP operating income$28,347 $28,538 $17,269 $69,838 $41,641 




FORMFACTOR, INC. 
NON-GAAP FINANCIAL MEASURE RECONCILIATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months EndedNine Months Ended
September 28,
2024
June 29,
2024
September 30,
2023
September 28,
2024
September 30,
2023
GAAP net income$18,736 $19,392 $4,371 $59,909 $6,541 
Adjustments:
Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other770 824 1,584 2,381 7,143 
Stock-based compensation8,936 10,209 10,839 29,550 29,333 
Restructuring charges773 — — 856 1,540 
Gain on sale of business and related costs13 (267)2,139 (19,879)2,139 
Income tax effect of non-GAAP adjustments(2,002)(2,835)(1,617)(3,924)(5,650)
Non-GAAP net income$27,226 $27,323 $17,316 $68,893 $41,046 
GAAP net income per share:
Basic$0.24 $0.25 $0.06 $0.77 $0.08 
Diluted$0.24 $0.25 $0.06 $0.76 $0.08 
Non-GAAP net income per share:
Basic$0.35 $0.35 $0.22 $0.89 $0.53 
Diluted$0.35 $0.35 $0.22 $0.88 $0.53 








FORMFACTOR, INC. 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 28,
2024
September 30,
2023
Cash flows from operating activities:
Net income$59,909 $6,541 
Selected adjustments to reconcile net income to net cash provided by operating activities:
Depreciation22,197 22,880 
Amortization1,920 6,043 
Stock-based compensation expense29,550 29,333 
Provision for excess and obsolete inventories10,052 12,566 
Gain on sale of business(20,581)— 
Other activity impacting operating cash flows(21,426)(22,011)
Net cash provided by operating activities81,621 55,352 
Cash flows from investing activities:
Acquisition of property, plant and equipment(30,773)(46,094)
Proceeds from sale of business21,585 — 
Purchases of marketable securities, net(15,464)(3,900)
Purchase of promissory note receivable(1,500)— 
Net cash used in investing activities(26,152)(49,994)
Cash flows from financing activities:
Purchase of common stock through stock repurchase program(37,211)— 
Proceeds from issuances of common stock9,748 8,822 
Principal repayments on term loans(803)(781)
Tax withholdings related to net share settlements of equity awards(17,990)(9,349)
Net cash used financing activities(46,256)(1,308)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(3,324)
Net increase in cash, cash equivalents and restricted cash9,216 726 
Cash, cash equivalents and restricted cash, beginning of period181,273 112,982 
Cash, cash equivalents and restricted cash, end of period$190,489 $113,708 







FORMFACTOR, INC. 
RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES TO NON-GAAP FREE CASH FLOW
(In thousands)
(Unaudited)
Three Months EndedNine Months Ended
September 28,
2024
June 29,
2024
September 30,
2023
September 28,
2024
September 30,
2023
Net cash provided by operating activities$26,731 $21,878 $20,571 $81,621 $55,352 
Adjustments:
Sale of business related payments in working capital2,134 630 2,139 2,811 2,139 
Cash paid for interest97 101 105 298 317 
Capital expenditures(8,939)(8,398)(5,917)(30,773)(46,094)
Free cash flow$20,023 $14,211 $16,898 $53,957 $11,714 





FORMFACTOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited) 
 September 28,
2024
June 29,
2024
December 30,
2023
ASSETS
Current assets:
Cash and cash equivalents$184,506 $195,914 $177,812 
Marketable securities169,961 161,710 150,507 
Accounts receivable, net of allowance for credit losses116,866 113,277 102,957 
Inventories, net105,374 114,814 111,685 
Restricted cash3,773 5,939 1,152 
Prepaid expenses and other current assets34,302 28,964 29,667 
Total current assets614,782 620,618 573,780 
Restricted cash2,210 2,098 2,309 
Operating lease, right-of-use-assets25,034 26,650 30,519 
Property, plant and equipment, net of accumulated depreciation204,108 204,102 204,399 
Goodwill200,137 199,548 201,090 
Intangibles, net11,017 11,657 12,938 
Deferred tax assets92,826 88,841 78,964 
Other assets3,669 2,751 2,795 
Total assets$1,153,783 $1,156,265 $1,106,794 
LIABILITIES AND STOCKHOLDERS’ EQUITY 
Current liabilities:
Accounts payable$52,086 $62,235 $63,857 
Accrued liabilities46,508 49,523 41,037 
Current portion of term loan, net of unamortized issuance costs1,098 1,090 1,075 
Deferred revenue20,972 17,953 16,704 
Operating lease liabilities8,512 8,240 8,422 
Total current liabilities129,176 139,041 131,095 
Term loan, less current portion, net of unamortized issuance costs12,488 12,765 13,314 
Long-term operating lease liabilities19,731 21,441 25,334 
Deferred grant18,000 18,000 18,000 
Other liabilities19,378 17,102 10,247 
Total liabilities198,773 208,349 197,990 
Stockholders’ equity: 
Common stock77 77 77 
Additional paid-in capital845,466 863,283 861,448 
Accumulated other comprehensive loss(1,773)(7,948)(4,052)
Accumulated income111,240 92,504 51,331 
Total stockholders’ equity955,010 947,916 908,804 
Total liabilities and stockholders’ equity$1,153,783 $1,156,265 $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 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 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


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Cover
Oct. 30, 2024
Cover [Abstract]  
Title of 12(b) Security Common stock, $0.001 par value
Document Type 8-K
Document Period End Date Oct. 30, 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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