UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report: November 8, 2007
(Date
of
earliest event reported)
FORMFACTOR,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-50307
|
13-3711155
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
7005
Southfront Road
Livermore,
CA 94551
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (925)
290-4000
______________________________
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:
¨
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))
TABLE
OF CONTENTS
|
Item
2.02 Results of Operations and Financial
Condition.
Item
4.02 Non-Reliance on Previously Issued Financial Statements or
a Related Audit
Report
or Completed Interim Review.
Item
9.01 Financial Statements and Exhibits.
|
|
|
SIGNATURES
EXHIBIT
INDEX
EXHIBIT
99.1
|
|
On
November 9, 2007, FormFactor, Inc. (the “Company”) issued a press release
announcing its preliminary financial results for the third quarter of fiscal
year 2007, ended September 29, 2007. A copy of the press release is
furnished as Exhibit 99.1 to this report and is incorporated by reference
herein.
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
On
November 9, 2007, the Company also announced that it has substantially completed
its review of its historical practices with respect to inventory valuation.
That
review indicates that during fiscal 2006 and the first half of fiscal 2007
the
Company did not consistently follow its accounting policies for determining
inventory valuation. As a result, the Board of Directors determined on November
8, 2007 that the Company will restate its financial statements for the fiscal
year ended December 30, 2006, for each of the fiscal quarters for that year,
and
for the fiscal quarters ended March 31 and June 30, 2007.
As
a
result of the restatement, the Board of Directors also determined on November
8,
2007 that the Company’s financial statements for the fiscal year ended December
30, 2006, for each of the fiscal quarters for that year, and for the fiscal
quarters ended March 31 and June 30, 2007, should no longer be relied
upon.
Additionally,
the Company is evaluating management’s report on internal controls over
financial reporting contained in the Company’s 2006 Form 10-K, and has
determined that it is likely that it had a material weakness in internal
controls over financial reporting as of December 30, 2006. A material
weakness is a control deficiency, or a combination of control deficiencies,
that
results in more than a remote likelihood that a material misstatement of
the
annual or interim financials will not be prevented or detected. If the Company
were to conclude that a material weakness existed as of December 30, 2006,
it
would expect to receive an adverse opinion on internal control over financial
reporting from its independent registered public accounting firm.
The
Audit
Committee of the Board of Directors of the Company has reviewed this
determination and has discussed the matters disclosed in this Item 4.02(a)
with
its independent registered public accounting firm, PricewaterhouseCoopers
LLP.
Item
9.01 FINANCIAL STATEMENTS AND
EXHIBITS
(d) EXHIBITS
|
Number
|
Description
|
|
99.1
|
Press
Release, dated November 9, 2007, entitled “FormFactor Announces
Preliminary Third Quarter Results and Announces Intention to Restate
Historical Financial Statements in light of Revised Inventory Valuation
Estimates”
|
The
information in this Form 8−K that is furnished under “Item 2.02 Results of
Operations and Financial Condition” and the accompanying Exhibit 99.1 shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, otherwise subject to the liabilities of that section or Sections 11
and
12(a)(2) of the Securities Act of 1933, or incorporated by reference in any
filing with the Securities and
Exchange
Commission, whether made before or after the date hereof, except as shall
be
expressly set forth by specific reference in such filing.
SIGNATURES
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. | |||
| Dated: | November 9, 2007 | By: |
/s/Ronald
C. Foster
|
|
Ronald
C. Foster
Chief
Financial Officer
|
|||
|
Exhibit
No.
|
Description
|
|
Press
Release, dated November 9, 2007, entitled “FormFactor Announces
Preliminary Third Quarter Results and Announces Intention to
Restate
Historical Financial Statements in light of Revised Inventory
Valuation
Estimates”
|
|
Exhibit
99.1
News
Release
|
Contacts:
|
| FormFactor, Inc. | Investor Relations |
| Ron Foster | Brooke Deterline |
|
Chief
Financial
Officer
|
Annie Leschin |
|
(925)
290-4024
|
(925)
290-4949
|
|
|
IR@FormFactor.com
|
FormFactor
Announces Preliminary Third Quarter Results and
Announces
Intention
to Restate Historical Financial Statements in
Light
of Revised
Inventory Valuation
Estimates
LIVERMORE,
Calif. — November 9, 2007 — FormFactor, Inc. (NASDAQ: FORM), today
announced its preliminary financial results for the third quarter of fiscal
year
2007, ended September 29, 2007. Net income for the third quarter of
fiscal 2007 is expected to be $22.2 million or $0.45 per share on a fully
diluted basis, including $4.1 million or $0.08 per share of stock-based
compensation, net of tax. These results are above the guidance range
provided in the Company’s press release on October 24, 2007.
As
previously announced, the Company posted quarterly revenue of $125.3 million
in
the third quarter. These results compare to revenue of $114.1
million, a 10% increase from the second quarter of fiscal 2007 and $96.8
million, a 29% increase from the third quarter of fiscal 2006. The Company
had a
cash and marketable securities balance of $537 million as of September 29,
2007.
The
Company also announced that it has substantially completed its review of its
historical practices with respect to inventory valuation. That review
indicates that during fiscal 2006 and the first half of fiscal 2007 the Company
did not consistently follow its accounting policies for determining inventory
valuation. As a result the Board of Directors determined on November
8, 2007 that the Company will restate its financial statements for the fiscal
year ended December 30, 2006, for each of the fiscal quarters for that year,
and
for the fiscal quarters ended March 31 and June 30, 2007.
Based
on
the work done to date, the Company estimates the effect of the restatement
will
be to change GAAP net income per share on a fully diluted basis from $1.29
to
$1.21 for the fiscal year ended December 30, 2006, from $0.30 to $0.31 for
the
fiscal quarter ended March 31, 2007, and from $0.38 to $0.43 for the fiscal
quarter ended June 30, 2007. The attached table provides additional
detail with respect to the expected effect of the restatement.
The
Company’s review indicates that the failure to adhere consistently to Company
accounting policies in performing the inventory valuation computations was
limited to a small number of employees. The Audit
Committee
of the Board of Directors has determined that senior management was not aware
of
the noncompliance. The Company is implementing revised procedures
designed to prevent a recurrence of the problem.
The
Company is evaluating management’s report on internal controls contained in the
Company’s 2006 Form 10-K, and has determined that it is likely that it had a
material weakness in internal controls over financial reporting as of December
30, 2006.
As
a
result of the restatement, the Company’s financial statements for the year ended
December 30, 2006 contained in the Company’s 2006 Form 10-K, and the financial
statements contained in its Forms 10-Q for the quarters ended March 31, 2007
and
June 30, 2007, should no longer be relied upon. Because of the time
necessary to complete the restatement, the Company did not file its third
quarter Form 10-Q when due on November 8, 2007. The Company intends
to file amendments to the reports indicated above together with its third
quarter fiscal 2007 Form 10-Q later this month.
The
Audit
Committee of the Board of Directors has discussed these matters with the
Company’s independent registered public accountants.
The
information contained in this release reflects current estimates that are
subject to change.
About
FormFactor:
Founded
in
1993, FormFactor, Inc. (Nasdaq: FORM) is the leader in advanced wafer probe
cards, which are used by semiconductor manufacturers to electrically test
integrated circuits, or ICs. The company’s wafer sort, burn-in and device
performance testing products move IC testing upstream from post-packaging to
the
wafer level, enabling semiconductor manufacturers to lower their overall
production costs, improve yields, and bring next-generation devices to market.
FormFactor is headquartered in Livermore, California with operations in Europe,
Asia and North America. For more information, visit the company’s website at
www.formfactor.com.
###
FormFactor
and the FormFactor logo are registered trademarks of FormFactor,
Inc. All other product, trademark, company or service names mentioned
herein are the property of their respective owners.
Forward-Looking
Statements:
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 product development and future growth. 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 timing and results of completion of the Company’s review, including the
risk of additional adjustments to the reported amounts provided in this press
release for the third quarter and prior periods, and the timing of the
completion of the Company’s Form 10-Q for the quarter ended September 29, 2007
and the restatements with respect to prior periods. 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-K for the fiscal period ended December 30, 2006 and the
Company’s Form 10-Q for the quarterly period ended June 30, 2007, filed with the
SEC, and subsequent SEC filings. Copies of the Company’s SEC filings 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
STATEMENT OF INCOME
|
|
(In
thousands, except per share data)
(Unaudited)
|
|
Three
Months Ended
|
||||
|
September
29,
2007
|
||||
|
Revenues
|
$ 125,291
|
|||
|
Cost
of revenues
|
58,609
|
|||
|
Gross
margin
|
66,682
|
|||
|
Operating
expenses:
|
||||
|
Research
and development
|
16,219
|
|||
|
Selling,
general and administrative
|
23,365
|
|||
|
Total
operating expenses
|
39,584
|
|||
|
Operating
income
|
27,098
|
|||
|
Interest
income
|
5,766
|
|||
|
Other
income
|
415
|
|||
|
6,181
|
||||
|
Income
before income taxes
|
33,279
|
|||
|
Provision
for income taxes
|
11,056
|
|||
|
Net
income
|
$ 22,223
|
|||
|
Net
income per share:
|
||||
|
Basic
|
$ 0.46
|
|||
|
Diluted
|
$ 0.45
|
|||
|
Weighted-average
number of shares
|
||||
|
used
in per share calculations:
|
||||
|
Basic
|
48,291
|
|||
|
Diluted
|
49,729
|
|||
|
Estimated
Restatement Comparison
|
||||||||||||||||||||||||
|
Fiscal
Year Ended
December
30, 2006
|
Three
Months Ended
March
31, 2007
|
Three
Months Ended
June
30, 2007
|
||||||||||||||||||||||
|
As
Previously Reported
|
Restated
|
As
Previously Reported
|
Restated
|
As
Previously Reported
|
Restated
|
|||||||||||||||||||
|
(In thousands, except share
and per share data)
|
||||||||||||||||||||||||
|
Gross
Margin
|
$ 190,978
|
$ 185,127
|
$ 53,704
|
$ 54,283
|
$ 60,461
|
$ 64,158
|
||||||||||||||||||
|
Gross
Margin %
|
51.7 | % | 50.1 | % | 52.5 | % | 53.1 | % | 53.0 | % | 56.2 | % | ||||||||||||
|
Operating
income
|
$ 72,830
|
$ 66,979
|
$ 16,674
|
$ 17,253
|
$ 23,021
|
$ 26,719
|
||||||||||||||||||
|
Operating
Margin %
|
19.7 | % | 18.1 | % | 16.3 | % | 16.9 | % | 20.2% | % | 23.4 | % | ||||||||||||
|
Net
Income
|
$ 60,788
|
$ 57,217
|
$ 14,832
|
$ 15,211
|
$ 18,650
|
$ 21,105
|
||||||||||||||||||
|
Net
income per share:
|
||||||||||||||||||||||||
|
Basic
|
$ 1.35
|
$ 1.27
|
$ 0.31
|
$ 0.32
|
$ 0.39
|
$ 0.44
|
||||||||||||||||||
|
Diluted
|
$ 1.29
|
$ 1.21
|
$ 0.30
|
$ 0.31
|
$ 0.38
|
$ 0.43
|
||||||||||||||||||
|
Weighted-average
number of shares used in per share calculations:
|
||||||||||||||||||||||||
|
Basic
|
45,172
|
45,172
|
47,384
|
47,384
|
47,893
|
47,893
|
||||||||||||||||||
|
Diluted
|
47,193
|
47,193
|
49,060
|
49,060
|
49,516
|
49,516
|
||||||||||||||||||