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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): October 19, 2004
FORMFACTOR, INC.
| Delaware |
| (State or other jurisdiction of incorporation) |
| 000-50307 | 13-3711155 | |
|
|
||
| (Commission | (IRS Employer | |
| File Number) | Identification No.) |
| 2140 Research Drive, Livermore, CA | 94550 | |||
| (Address of principal executive offices) | (Zip Code) | |||
| (925) 294-4300 |
| (Registrant’s telephone number, including area code) |
| 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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
| Item 2.02. Results of Operations and Financial Condition. | ||||||||
| Item 9.01. Financial Statements and Exhibits. | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.01 | ||||||||
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Item 2.02. Results of Operations and Financial Condition.
On October 19, 2004, FormFactor, Inc., a Delaware corporation, issued a press release announcing its financial results for the third quarter ended September 25, 2004. 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.
(c) Exhibits.
| Exhibit | ||||||
| Number | Exhibit Title or Description | |||||
| 99.01 | Press Release dated October 19, 2004. |
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.
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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 19, 2004 | By: | /s/ Jens Meyerhoff | ||
| Jens Meyerhoff, Chief Operating Officer and Chief Financial Officer | ||||
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EXHIBIT INDEX
| Exhibit | ||||||
| Number | Exhibit Title or Description | |||||
| 99.01 | Press Release dated October 19, 2004. |
EXHIBIT 99.01
News Release |
||
Contacts: |
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FormFactor, Inc.
|
Sapphire Investor Relations, LLC | |
Jens Meyerhoff
|
Erica Mannion | |
Chief Financial Officer and
|
Investor Relations | |
Chief Operating Officer
|
(415) 399-9345 | |
(925) 456-3911 |
FOR IMMEDIATE RELEASE
FormFactor, Inc. Announces 2004 Third Quarter Financial Results
Quarterly Revenues of $51.4 million, up 19% sequentially and up 97% year over year and EPS of $0.19.
LIVERMORE, CA — October 19, 2004 — FormFactor, Inc. (Nasdaq: FORM) today announced its financial results for the third quarter of fiscal year 2004, ended September 25, 2004. Quarterly revenues were $51.4 million, up 19% from $43.2 million in the second quarter of fiscal year 2004, and up 97% from $26.1 million for the third quarter of fiscal year 2003.
Operating income for the third quarter of fiscal year 2004 was 23.0% of revenues, compared to 25.3% for the second quarter of fiscal year 2004, and 11.9% for the third quarter of fiscal year 2003, primarily due to non recurring startup cost related to our new manufacturing facility and the adoption of an employee profit sharing plan for non executive employees.
Net income for the third quarter of fiscal year 2004 was $7.5 million or $0.19 per share on a fully diluted basis, compared to $6.8 million or $0.17 per share on a fully diluted basis for the second quarter of fiscal year 2004, and $2.2 million or $0.06 per share on a fully diluted basis for the third quarter of fiscal year 2003.
Bookings of $45.1 million for the third quarter of fiscal year 2004 declined 12% from $51.2 million for the second quarter of fiscal year 2004 and were up 55.2% from $29.1 million for the third quarter of fiscal year 2003.
Igor Khandros, President and CEO of FormFactor stated, “During the third quarter we produced the incremental capacity ramp of $8.2 million in product shipped, the strongest experienced in the company’s history. This capacity ramp is allowing bookings to normalize and reflect our growing ability to turn more orders into revenue in a given quarter. The fundamentals in our key end markets remained intact with continued growth, diversity of new designs in all segments, and the ramp of 300mm production facilities at our customers. The next wave of tooling cycles is emerging in DRAM where we saw continued momentum in DDRII and sub 110 nanometer demand.”
The Company has posted its revenue breakdown by region and market segment on the investor relations section of its website at www.formfactor.com. FormFactor will conduct a conference call at 1:30 p.m. PDT, or 4:30 p.m. EDT, today. The public is invited to listen to a live web cast of
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FormFactor’s conference call on the investor relations section of the Company’s website at www.formfactor.com. A replay of the web cast will be available approximately two hours after the conclusion of the call. An audio replay of the conference call will also be made available approximately two hours after the conclusion of the call. The audio replay will remain available until October 22, 2004 at 9:00 p.m. PDT and can be accessed by dialing (888) 203-1112 or (719) 457-0820 and entering confirmation code 904083.
About FormFactor:
FormFactor, Inc. (Nasdaq: FORM) is an industry leader in the design,
development, manufacture, sale and support of precision, high-performance
advanced semiconductor wafer probe cards. The Company’s products are based on
its proprietary technologies, including its MicroSpring interconnect technology
and proprietary design processes, which enable FormFactor to produce wafer
probe cards for test applications that require reliability, speed, precision
and signal integrity. FormFactor is headquartered in Livermore, California. For
more information, visit the Company’s Web site at www.formfactor.com.
###
FormFactor and MicroSpring are registered trademarks of FormFactor, Inc. All other product, trademark, company or service names mentioned herein are the property of their respective owners.
Statements in this press release that are not strictly historical in nature are forward-looking statements within the meaning of the federal securities laws, including statements regarding business momentum, future growth and the performance of our products. These forward-looking statements are based on current information and expectations that are inherently subject to change and involve a number of risks and uncertainties. Actual events or results might differ materially from those in any forward-looking statement due to various factors, including, but not limited to: the demand for certain semiconductor devices; the rate at which semiconductor manufacturers make the transition to 110 and sub-110 nanometer technology nodes and to 300mm fabrication facilities, and implement tooling cycles; the extent to which design activity results in actual customer purchases of the Company’s products; changes in semiconductor manufacturers’ test strategies toward wafer-level test, test budgets, equipments or processes; the Company’s ability to add manufacturing capacity; and the Company’s relationships with customers and companies that manufacture semiconductor test equipment. Additional information concerning factors that could cause actual events or results to differ materially from those in any forward looking statement is contained in the Company’s Form 10-Q for the period ending June 26, 2004, filed with the Securities and Exchange Commission (“SEC”), and subsequent filings. Copies of filings made by the Company with the SEC are available at http://investors.formfactor.com/edgar.cfm. The Company assumes no obligation to update the information in this press release, to revise any forward-looking statements or to update the reasons actual results could differ materially from those anticipated in forward-looking statements.
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FORMFACTOR, INC.
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 27, 2003 |
September 25, 2004 |
September 27, 2003 |
September 25, 2004 |
|||||||||||||
(In
thousands, except per share data) |
||||||||||||||||
Revenues |
$ | 26,076 | $ | 51,377 | $ | 66,839 | $ | 131,649 | ||||||||
Cost of revenues |
13,213 | 25,471 | 34,482 | 63,655 | ||||||||||||
Stock-based compensation |
163 | 154 | 451 | 466 | ||||||||||||
Gross margin |
12,700 | 25,752 | 31,906 | 67,528 | ||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
3,966 | 5,555 | 11,322 | 14,420 | ||||||||||||
Selling, general and administrative |
4,980 | 7,904 | 13,471 | 20,640 | ||||||||||||
Stock-based compensation |
638 | 455 | 1,897 | 1,571 | ||||||||||||
Total operating expenses |
9,584 | 13,914 | 26,690 | 36,631 | ||||||||||||
Operating income |
3,116 | 11,838 | 5,216 | 30,897 | ||||||||||||
Interest income |
289 | 635 | 625 | 1,740 | ||||||||||||
Interest expense |
(11 | ) | — | (38 | ) | — | ||||||||||
Other income (expense), net |
242 | (156 | ) | 193 | (798 | ) | ||||||||||
| 520 | 479 | 780 | 941 | |||||||||||||
Income before income taxes |
3,636 | 12,317 | 5,996 | 31,839 | ||||||||||||
Provision for income taxes |
(1,395 | ) | (4,820 | ) | (2,300 | ) | (12,483 | ) | ||||||||
Net income |
$ | 2,241 | $ | 7,497 | $ | 3,696 | $ | 19,356 | ||||||||
Net income per share: |
||||||||||||||||
Basic (1) |
$ | 0.07 | $ | 0.20 | $ | 0.07 | $ | 0.52 | ||||||||
Diluted (1) |
$ | 0.06 | $ | 0.19 | $ | 0.04 | $ | 0.48 | ||||||||
Weighted-average number of shares
used in per share calculations: |
||||||||||||||||
Basic |
34,117 | 37,632 | 16,629 | 37,584 | ||||||||||||
Diluted |
38,044 | 40,499 | 33,133 | 40,490 | ||||||||||||
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Notes to Consolidated Statements of Income
| (1) | Net income per share for the nine months ended September 27, 2003 has been restated in accordance with EITF Issue No. 03-06 “Participating Securities and the Two Class Method” under FAS Statement 128 “Earnings per Share”. EITF Issue No. 03-06 is effective for fiscal periods beginning after March 15, 2004. Under this method $2.5 million of the net income for this period was allocable to the redeemable convertible preferred stock in accordance with the dividend rights. All of the redeemable convertible preferred stock was converted to common stock in connection with the Company’s IPO in June 2003. Accordingly there was no impact on earnings per share for the three months ended September 27, 2003 and the three and nine months ended September 25, 2004. |
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FORMFACTOR, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
| December 27, | September 25, | |||||||
| 2003 | 2004 | |||||||
| (Unaudited) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 116,305 | $ | 66,226 | ||||
Marketable securities |
62,965 | 114,994 | ||||||
Accounts receivable, net of allowance for doubtful accounts
of $103 in 2003 and $98 in 2004 |
19,698 | 33,642 | ||||||
Inventories, net |
8,025 | 10,050 | ||||||
Deferred tax assets |
2,825 | 2,825 | ||||||
Prepaid expenses and other current assets |
2,744 | 3,795 | ||||||
Total current assets |
212,562 | 231,532 | ||||||
Restricted cash |
2,550 | 2,250 | ||||||
Property and equipment, net |
20,495 | 47,184 | ||||||
Deferred tax assets |
1,202 | 1,202 | ||||||
Other assets |
356 | 272 | ||||||
Total assets |
$ | 237,165 | $ | 282,440 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 10,579 | $ | 17,724 | ||||
Accrued liabilities |
10,134 | 15,089 | ||||||
Deferred revenue and customer advances |
1,005 | 1,402 | ||||||
Total current liabilities |
21,718 | 34,215 | ||||||
Deferred revenue and customer advances |
433 | 254 | ||||||
Total liabilities |
22,151 | 34,469 | ||||||
Commitments and contingencies |
||||||||
Stockholders’ equity |
||||||||
Common stock, $0.001 par value |
37 | 39 | ||||||
Additional paid in capital |
226,592 | 237,177 | ||||||
Notes receivable from stockholders |
(661 | ) | — | |||||
Deferred stock-based compensation, net |
(7,902 | ) | (5,279 | ) | ||||
Accumulated other comprehensive income |
(4 | ) | (274 | ) | ||||
Accumulated earnings (deficit) |
(3,048 | ) | 16,308 | |||||
Total stockholders’ equity |
215,014 | 247,971 | ||||||
Total liabilities and stockholders’ equity |
$ | 237,165 | $ | 282,440 | ||||
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