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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)
 
Delaware 000-50307 13-3711155
(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 class Trading Symbol(s)   Name of each exchange on which registered
Common stock, $0.001 par value FORM   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 Number Description
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
 



EX-99.01 2 ex9901-earningsreleasexq324.htm EX-99.01 Document

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*:
GAAP Reconciling 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 Ended Nine 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 revenues 123,212  110,574  102,290  339,773  304,293 
Gross profit 84,705  86,900  69,285  234,343  190,646 
Operating expenses:    
Research and development 31,243  31,564  31,014  91,434  87,599 
Selling, general and administrative 35,607  37,874  35,564  106,560  101,561 
Total operating expenses 66,850  69,438  66,578  197,994  189,160 
Gain on sale of business —  310  —  20,581  — 
Operating income 17,855  17,772  2,707  56,930  1,486 
Interest income, net 3,650  3,415  1,662  10,221  4,420 
Other income (expense), net (558) 360  788  322  1,261 
Income before income taxes 20,947  21,547  5,157  67,473  7,167 
Provision for income taxes 2,211  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 
Diluted 78,439  78,717  78,412  78,495  77,860 




FORMFACTOR, INC. 
NON-GAAP FINANCIAL MEASURE RECONCILIATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended Nine 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 other 530  584  1,118  1,661  3,580 
Stock-based compensation 1,934  1,932  1,376  5,794  4,801 
Restructuring charges 524  —  —  607  357 
Non-GAAP Gross Profit $ 87,693  $ 89,416  $ 71,779  $ 242,405  $ 199,384 
GAAP Gross Margin 40.7  % 44.0  % 40.4  % 40.8  % 38.5  %
Adjustments:
Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other 0.3  % 0.3  % 0.7  % 0.3  % 0.7  %
Stock-based compensation 0.9  % 1.0  % 0.8  % 1.0  % 1.0  %
Restructuring charges 0.3  % —  % —  % 0.1  % 0.1  %
Non-GAAP Gross Margin 42.2  % 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 other 770  824  1,584  2,381  7,143 
Stock-based compensation 8,936  10,209  10,839  29,550  29,333 
Restructuring charges 773  —  —  856  1,540 
Gain on sale of business and related costs 13  (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 Ended Nine 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 other 770  824  1,584  2,381  7,143 
Stock-based compensation 8,936  10,209  10,839  29,550  29,333 
Restructuring charges 773  —  —  856  1,540 
Gain on sale of business and related costs 13  (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:
Depreciation 22,197  22,880 
Amortization 1,920  6,043 
Stock-based compensation expense 29,550  29,333 
Provision for excess and obsolete inventories 10,052  12,566 
Gain on sale of business (20,581) — 
Other activity impacting operating cash flows (21,426) (22,011)
Net cash provided by operating activities 81,621  55,352 
Cash flows from investing activities:
Acquisition of property, plant and equipment (30,773) (46,094)
Proceeds from sale of business 21,585  — 
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 stock 9,748  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 cash 9,216  726 
Cash, cash equivalents and restricted cash, beginning of period 181,273  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 Ended Nine 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 capital 2,134  630  2,139  2,811  2,139 
Cash paid for interest 97  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 securities 169,961  161,710  150,507 
Accounts receivable, net of allowance for credit losses 116,866  113,277  102,957 
Inventories, net 105,374  114,814  111,685 
Restricted cash 3,773  5,939  1,152 
Prepaid expenses and other current assets 34,302  28,964  29,667 
Total current assets 614,782  620,618  573,780 
Restricted cash 2,210  2,098  2,309 
Operating lease, right-of-use-assets 25,034  26,650  30,519 
Property, plant and equipment, net of accumulated depreciation 204,108  204,102  204,399 
Goodwill 200,137  199,548  201,090 
Intangibles, net 11,017  11,657  12,938 
Deferred tax assets 92,826  88,841  78,964 
Other assets 3,669  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 liabilities 46,508  49,523  41,037 
Current portion of term loan, net of unamortized issuance costs 1,098  1,090  1,075 
Deferred revenue 20,972  17,953  16,704 
Operating lease liabilities 8,512  8,240  8,422 
Total current liabilities 129,176  139,041  131,095 
Term loan, less current portion, net of unamortized issuance costs 12,488  12,765  13,314 
Long-term operating lease liabilities 19,731  21,441  25,334 
Deferred grant 18,000  18,000  18,000 
Other liabilities 19,378  17,102  10,247 
Total liabilities 198,773  208,349  197,990 
Stockholders’ equity:  
Common stock 77  77  77 
Additional paid-in capital 845,466  863,283  861,448 
Accumulated other comprehensive loss (1,773) (7,948) (4,052)
Accumulated income 111,240  92,504  51,331 
Total stockholders’ equity 955,010  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