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

FORMFACTOR, INC.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-50307		13-3711155
(Commission File Number)		(IRS Employer Identification No.)

7005 Southfront Road, Livermore, CA		94551
(Address of principal executive offices)		(Zip Code)

(925) 290-4000

(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 (See General Instruction A.2.):

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.

     On February 1, 2006, FormFactor, Inc. issued a press release announcing its financial results for the fourth quarter ended December 31, 2005 and fiscal year 2005. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number		Exhibit Title or Description
99.1		Press release dated February 1, 2006.

The information in this current 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.

EXHIBIT INDEX

Exhibit
Number		Exhibit Title or Description
99.1		Press release dated February 1, 2006.

EXHIBIT 99.1

News Release

Contacts:
FormFactor, Inc.		StreetSmart Investor Relations
Ron C. Foster		Brooke Deterline
Chief Financial Officer		Annie Leschin
(925) 290-4023		(925) 456-3911
		IR@FormFactor.com

FOR IMMEDIATE RELEASE

FormFactor, Inc. Announces 2005 Fourth Quarter and Fiscal
Year Financial Results

Record quarterly revenues of $71.8 million, up 56% year over year
Quarterly bookings up 102% year over year; 2005 Net income sets a record.

LIVERMORE, CA — February 1, 2006 — FormFactor, Inc. (Nasdaq: FORM) today announced its financial results for the fourth quarter of fiscal year 2005 and for fiscal year ended December 31, 2005. Quarterly revenues were a record $71.8 million, up 15% from $62.4 million in the third quarter of fiscal year 2005, and up 56% from $46.1 million for the fourth quarter of fiscal year 2004. Revenues for fiscal 2005 were $237.5 million, up 34% from $177.8 million in fiscal year 2004.

Joseph Bronson, President of FormFactor stated, “We are pleased with the Company’s results this quarter, as we made substantial progress ramping production at our new, industry-leading MEMS facility. Our ability to execute during a time of rapid growth enabled us to exceed our revenue and profit targets.”

Operating income for the fourth quarter of fiscal year 2005 was 19.3% of revenues, compared to 13.7% for the third quarter of fiscal year 2005, and 11.3% in the fourth quarter of fiscal year 2004. These percentages reflect incurred start-up costs related to our new manufacturing facility of $0.8 million in the fourth quarter of fiscal year 2005, $2.3 million in the third quarter of fiscal year 2005, and $2.9 million in the fourth quarter of fiscal year 2004, as the Company ramped its new factory.

Net income for the fourth quarter of fiscal year 2005 was $10.5 million or $0.25 per share on a fully diluted basis, compared to $9.8 million or $0.23 per share on a fully diluted

basis for the third quarter of fiscal year 2005, and $5.8 million or $0.14 per share on a fully diluted basis for the fourth quarter of fiscal year 2004.

Net income for fiscal year 2005 was $30.2 million or $0.73 per share on a fully diluted basis, compared to $25.2 million or $0.63 per share on a fully diluted basis for fiscal year 2004.

Bookings of $82.2 million for the fourth quarter of fiscal year 2005 also set a Company record, with an increase of 31% from $62.9 million for the third quarter of fiscal year 2005 and an increase of 102% from $40.7 million for the fourth quarter of fiscal year 2004.

“Demand for the Company’s leading-edge advanced technology products continued strong throughout the year, outpacing industry growth projections. We grew 34% in 2005, matching our compound annual growth rate for the last four years. New applications utilizing new chip designs accelerate the need for our industry leading products, which reduce costs on our customers’ test floors”, said CEO Igor Khandros.

The Company has posted its revenue breakdown by region and market segment on the Investor section of its website at www.formfactor.com. FormFactor will conduct a conference call at 1:30 p.m. PST, or 4:30 p.m. EST, today. The public is invited to listen to a live web cast of FormFactor’s conference call on the Investor 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 February 3, 2006 at 9:30 p.m. PST and can be accessed by dialing (888) 286-8010 or (617) 801-6888 and entering confirmation code 44474389.

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 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 website 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 Company’s ability to efficiently transition into its new manufacturing facility; and the Company’s customers continue to invest in new applications utilizing new chips which accelerate the need for new test technologies on the customers’ test floors. 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 ended September 24, 2005, filed with the Securities and Exchange Commission (“SEC”), and other SEC filings. Copies of SEC filings made by the Company 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.

FORMFACTOR, INC.
CONSOLIDATED STATEMENTS OF INCOME

		Three Months Ended								Fiscal Years Ended
		December 31, 2005				December 25, 2004				December 31, 2005				December 25, 2004
		(Unaudited)				(Unaudited)				(Unaudited)
(In thousands, except per share data)
Revenues		$	71,819			$	46,113			$	237,495			$	177,762
Cost of revenues			36,518				26,504				129,623				90,159
Stock-based compensation			100				160				479				626
Gross margin			35,201				19,449				107,393				86,977
Operating expenses:
Research and development			8,754				5,393				27,638				19,813
Selling, general and administrative			12,124				8,378				41,352				29,018
Stock-based compensation			470				462				3,102				2,033
Total operating expenses			21,348				14,233				72,092				50,864
Operating income			13,853				5,216				35,301				36,113
Interest income			1,370				710				4,282				2,450
Other income (expense), net			(437	)			1,298				(1,091	)			500
			933				2,008				3,191				2,950
Income before income taxes			14,786				7,224				38,492				39,063
Provision for income taxes			4,306				1,402				8,310				13,885
Net income		$	10,480			$	5,822			$	30,182			$	25,178
Net income per share:
Basic		$	0.26			$	0.15			$	0.76			$	0.67
Diluted		$	0.25			$	0.14			$	0.73			$	0.63
Weighted-average number of shares used in per share calculations:
Basic			40,118				38,378				39,547				37,647
Diluted			41,859				40,643				41,590				40,054

FORMFACTOR, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)

		December 31,				December 25,
		2005				2004
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	31,217			$	34,836
Marketable securities			180,391				156,647
Accounts receivable, net of allowance for doubtful accounts			43,967				25,054
of $74 in 2005 and $41 in 2004
Inventories			18,404				11,232
Deferred tax assets			11,396				7,587
Prepaid expenses and other current assets			7,169				4,760
Total current assets			292,544				240,116
Restricted cash			2,250				2,250
Property and equipment, net			81,588				59,356
Deferred tax assets			4,518				570
Other assets			461				274
Total assets		$	381,361			$	302,566
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		$	26,369			$	17,556
Accrued liabilities			30,164				14,685
Deferred rent			313				—
Deferred revenue and customer advances			3,588				2,770
Total current liabilities			60,434				35,011
Deferred revenue and customer advances			—				195
Deferred rent			3,138				2,185
Total liabilities			63,572				37,391
Stockholders’ equity
Common stock, $0.001 par value			40				39
Additional paid in capital			268,291				249,149
Deferred stock-based compensation			(2,495	)			(5,413	)
Accumulated other comprehensive loss			(359	)			(730	)
Retained earnings			52,312				22,130
Total stockholders’ equity			317,789				265,175
Total liabilities and stockholders’ equity		$	381,361			$	302,566