UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Amendment No. 1)
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 29, 2011
FORMFACTOR, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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000-50307 |
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13-3711155 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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7005 Southfront Road |
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Livermore, CA |
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94551 |
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(Address of Principal Executive Offices) |
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(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):
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 July 26, 2011, FormFactor, Inc. (“FormFactor”) filed a Current Report on Form 8-K including a press release announcing its financial results for the second quarter ended June 25, 2011. This amendment is being filed to report that, subsequent to that filing, FormFactor determined to record an additional $1.0 million charge to its operating expenses for potential exposure relating to an inquiry that was received on July 26, 2011 from a foreign jurisdiction tax authority regarding certain indirect tax matters. FormFactor plans to cooperate with the inquiry, which concerns its prior shipping processes for new product qualifications and for products for certain of its repair center activities. A copy of the revised financial statements for the second quarter ended June 25, 2011 reflecting the additional charge has been furnished as Exhibit 99.01 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Number |
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Description |
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99.01 |
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Revised financial statements for the second quarter ended June 25, 2011. |
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.
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.
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FORMFACTOR, INC. | |||
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Date: |
August 1, 2011 |
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By: |
/s/ Stuart L. Merkadeau | |
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Name: |
Stuart L. Merkadeau | |
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Title: |
Senior Vice President, General Counsel and Secretary | |
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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99.01 |
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Revised financial statements for the second quarter ended June 25, 2011. |
Exhibit 99.01
FORMFACTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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June 25, |
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June 26, |
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June 25, |
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June 26, |
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2011 |
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2010 |
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2011 |
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2010 |
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Revenues |
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$ |
46,558 |
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$ |
57,640 |
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$ |
86,987 |
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$ |
97,306 |
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Cost of revenues |
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36,668 |
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53,710 |
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73,027 |
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95,704 |
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Gross profit |
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9,890 |
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3,930 |
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13,960 |
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1,602 |
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Operating expenses: |
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Research and development |
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10,878 |
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15,997 |
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22,438 |
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31,088 |
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Selling, general and administrative |
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11,154 |
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18,725 |
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23,541 |
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36,592 |
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Restructuring charges, net |
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(1,099 |
) |
2,513 |
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(60 |
) |
6,063 |
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Impairment of long-lived assets |
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— |
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999 |
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351 |
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999 |
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Total operating expenses |
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20,933 |
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38,234 |
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46,270 |
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74,742 |
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Operating loss |
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(11,043 |
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(34,304 |
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(32,310 |
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(73,140 |
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Interest income, net |
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369 |
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722 |
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793 |
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1,497 |
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Other income (expense), net |
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584 |
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(82 |
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210 |
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35 |
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Loss before income taxes |
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(10,090 |
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(33,664 |
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(31,307 |
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(71,608 |
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Provision for (benefit from) income taxes |
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(2,412 |
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200 |
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(2,205 |
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440 |
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Net loss |
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$ |
(7,678 |
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$ |
(33,864 |
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$ |
(29,102 |
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$ |
(72,048 |
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Net loss per share: |
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Basic and Diluted |
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$ |
(0.15 |
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$ |
(0.68 |
) |
$ |
(0.57 |
) |
$ |
(1.44 |
) |
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Weighted-average number of shares used in per share calculations: |
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Basic and Diluted |
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50,733 |
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50,084 |
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50,705 |
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49,989 |
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Reconciliation of Non-GAAP Net loss: |
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Three Months Ended |
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Six Months Ended |
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June 25, |
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June 26, |
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June 25, |
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June 26, |
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2011 |
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2010 |
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2011 |
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2010 |
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GAAP Net loss |
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$ |
(7,678 |
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$ |
(33,864 |
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$ |
(29,102 |
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$ |
(72,048 |
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Stock-based compensation, net of related income-tax impact * |
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2,353 |
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3,894 |
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6,322 |
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9,152 |
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Restructuring charges, net of related income-tax impact * |
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(1,099 |
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2,513 |
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(60 |
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6,063 |
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Income tax valuation allowance release |
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(2,450 |
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— |
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(2,450 |
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— |
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Impairment of long-lived assets, net of related income-tax impact * |
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— |
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999 |
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351 |
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999 |
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Non-GAAP Net loss |
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$ |
(8,874 |
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$ |
(26,458 |
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$ |
(24,939 |
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$ |
(55,834 |
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Non-GAAP Net loss per share: |
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Basic and Diluted |
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$ |
(0.17 |
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$ |
(0.53 |
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$ |
(0.49 |
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$ |
(1.12 |
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Weighted-average number of shares used in per share calculations: |
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Basic and Diluted |
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50,733 |
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50,084 |
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50,705 |
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49,989 |
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* There was no related income tax impact to stock-based compensation, restructuring and impairment charges in fiscal 2011 and fiscal 2010 as a result of the valuation allowance recorded after the second quarter of fiscal 2009.
FORMFACTOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
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June 25, |
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December 25, |
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2011 |
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2010 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
130,085 |
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$ |
121,207 |
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Marketable securities |
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194,142 |
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226,028 |
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Restricted cash |
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383 |
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383 |
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Accounts receivable, net |
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28,017 |
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28,598 |
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Inventories |
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21,799 |
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25,003 |
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Deferred tax assets |
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297 |
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329 |
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Prepaid expenses and other current assets |
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9,022 |
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14,743 |
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Total current assets |
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383,745 |
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416,291 |
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Restricted cash |
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297 |
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297 |
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Property and equipment, net |
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35,078 |
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37,311 |
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Deferred tax assets |
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7,364 |
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5,445 |
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Other assets |
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5,110 |
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6,710 |
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Total assets |
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$ |
431,594 |
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$ |
466,054 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
16,023 |
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$ |
14,948 |
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Accrued liabilities |
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15,176 |
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24,045 |
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Income taxes payable |
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382 |
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1,894 |
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Deferred revenue |
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4,409 |
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4,637 |
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Total current liabilities |
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35,990 |
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45,524 |
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Long-term income taxes payable |
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4,209 |
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4,248 |
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Deferred rent and other liabilities |
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4,101 |
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5,081 |
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Total liabilities |
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44,300 |
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54,853 |
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Stockholders’ equity: |
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Common stock and capital in excess of par value |
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655,726 |
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651,315 |
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Accumulated other comprehensive income |
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2,811 |
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2,027 |
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Accumulated deficit |
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(271,243 |
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(242,141 |
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Total stockholders’ equity |
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387,294 |
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411,201 |
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Total liabilities and stockholders’ equity |
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$ |
431,594 |
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$ |
466,054 |
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