UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 28, 2015
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):
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 October 28, 2015, FormFactor, Inc. (“FormFactor”) issued a press release announcing its financial results for the third quarter of fiscal 2015 that ended on September 26, 2015. 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.
Exhibit Number | Description | |
99.01 | Press release dated October 28, 2015 | |
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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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. | ||||
Date: | October 28, 2015 | By: | /s/ Michael M. Ludwig | |
Name: | Michael M. Ludwig | |||
Title: | Chief Financial Officer | |||
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EXHIBIT INDEX
Exhibit Number | Description | |
99.01 | Press release dated October 28, 2015 | |
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Exhibit 99.01
News Release
Investor Contact:
Stan Finkelstein
Investor Relations
(925) 290-4321
ir@formfactor.com
FormFactor, Inc. Reports Third Quarter Results
Company again delivers positive results despite a challenging demand environment
LIVERMORE, Calif. — October 28, 2015 —FormFactor, Inc. (Nasdaq: FORM) today announced its financial results for the third quarter of fiscal 2015 ended September 26, 2015. Quarterly revenues were $65.9 million, down 11% from $73.9 million in the second quarter of fiscal 2015, and down 11% from $73.9 million in the third quarter of fiscal 2014.
On a GAAP basis, net loss for the third quarter of fiscal 2015 was $(2.5) million, or $(0.04) per fully-diluted share, compared to a net income for the second quarter of fiscal 2015 of $0.8 million, or $0.01 per fully-diluted share, and a net loss for the third quarter of fiscal 2014 of $(0.3) million, or $0.00 per fully-diluted share.
On a non-GAAP basis, net income for the third quarter of fiscal 2015 was $3.3 million, or $0.06 per fully-diluted share, compared to net income for the second quarter of fiscal 2015 of $6.7 million, or $0.11 per fully-diluted share, and net income for the third quarter of fiscal 2014 of $9.0 million, or $0.16 per fully-diluted share. A reconciliation of GAAP to non-GAAP net income and net income per share is provided in the schedules included below.
Cash generation after stock repurchases for the third quarter of fiscal 2015 was $5.1 million, compared to cash generation of $7.1 million for the second quarter of fiscal 2015 and cash generation of $5.3 million for the third quarter of fiscal 2014. Stock repurchases in the third quarter of fiscal 2015 were $3.5 million. There were no stock repurchases in fiscal 2014.
“Our continued focus on cost control and operational execution enabled FormFactor to deliver a 6th consecutive quarter of non-GAAP profitability and cash generation, despite well-publicized industry demand headwinds,” said Mike Slessor, CEO of FormFactor, Inc. “In addition, we experienced strengthening demand towards the end of Q3 with continued momentum into Q4, as customers increasingly rely on FormFactor to enable their new product introductions and ramps.”
The company has posted its revenue breakdown by region and market segment on the Investors 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 webcast of FormFactor’s conference call on the Investors section of the company’s web site at www.formfactor.com. A telephone recording of the conference call will be available approximately two hours after the conclusion of the call. The recording will be available by telephone through October 30, 2015, 9:00 p.m. PDT, and can be accessed by dialing (855) 859-2056 (domestic) or (404) 537-3406 (international) and entering confirmation code 54747281. The recording will also be available on the Investors 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 and non-GAAP earnings per fully-diluted share that are adjusted from the nearest GAAP financial measure to exclude certain costs, expenses and gains. Reconciliations of the adjustments to GAAP results for the three and nine months ended September 26, 2015 are provided below. 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 Net Income and Adjustments” following the tables below.
About FormFactor:
FormFactor, Inc. (NASDAQ: FORM) helps semiconductor manufacturers test the integrated circuits (ICs) that power consumer mobile devices, as well as computing, automotive and other applications. The company is one of the world’s leading providers of essential wafer test technologies and expertise, with an extensive portfolio of high-performance probe cards for DRAM, Flash and SoC devices. Customers use FormFactor’s products and services to lower overall production costs, improve their yields and enable complex next-generation ICs. Headquartered in Livermore, California, the company services its customers from a network of facilities in Europe, Asia and North America. For more information, visit the company’s website at www.formfactor.com.
FormFactor, MicroProbe, and the FormFactor and MicroProbe logos are registered or unregistered 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 anticipated results, market conditions or trends, expectations and operating plans. 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: unexpected changes in demand for the company’s products; changes in historical demand on a seasonal basis; risks to the company’s ability to execute on its operational model; risks to the company’s ability to realize sustainable profitability, to achieve its growth objectives, and to meet customer demand for its products; and changes in the market and macro-economic environments. 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 year ended December 27, 2014, as filed with the SEC, and subsequent SEC filings. Copies of the company’s SEC filings are available at http://investors.formfactor.com/sec.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 from those anticipated in forward-looking statements.
FORM-F
FORMFACTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended | Nine Months Ended | ||||||||||||||
September 26, 2015 | September 27, 2014 | September 26, 2015 | September 27, 2014 | ||||||||||||
Revenues | $ | 65,862 | $ | 73,933 | $ | 210,576 | $ | 197,245 | |||||||
Cost of revenues | 47,407 | 49,791 | 146,028 | 140,754 | |||||||||||
Gross profit | 18,455 | 24,142 | 64,548 | 56,491 | |||||||||||
Operating expenses: | |||||||||||||||
Research and development | 10,645 | 11,198 | 32,947 | 32,019 | |||||||||||
Selling, general and administrative | 11,108 | 13,309 | 34,373 | 38,754 | |||||||||||
Restructuring charges, net | 59 | 28 | 562 | 2,084 | |||||||||||
Impairment of long-lived assets | — | 86 | 8 | 829 | |||||||||||
Total operating expenses | 21,812 | 24,621 | 67,890 | 73,686 | |||||||||||
Operating loss | (3,357 | ) | (479 | ) | (3,342 | ) | (17,195 | ) | |||||||
Interest income, net | 65 | 75 | 213 | 233 | |||||||||||
Other income (expense), net | 982 | 228 | 2,584 | 6 | |||||||||||
Loss before income taxes | (2,310 | ) | (176 | ) | (545 | ) | (16,956 | ) | |||||||
Provision for income taxes | 215 | 101 | 359 | 358 | |||||||||||
Net loss | $ | (2,525 | ) | $ | (277 | ) | $ | (904 | ) | $ | (17,314 | ) | |||
Net loss per share: | |||||||||||||||
Basic and Diluted | $ | (0.04 | ) | $ | 0.00 | $ | (0.02 | ) | $ | (0.31 | ) | ||||
Weighted-average number of shares used in per share calculations: | |||||||||||||||
Basic and Diluted | 58,209 | 56,297 | 57,757 | 55,720 | |||||||||||
FORMFACTOR, INC.
RECONCILIATION OF NON-GAAP NET INCOME
(In thousands, except per share amounts)
(Unaudited)
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended | Nine Months Ended | ||||||||||||||
September 26, 2015 | September 27, 2014 | September 26, 2015 | September 27, 2014 | ||||||||||||
GAAP net loss | $ | (2,525 | ) | $ | (277 | ) | $ | (904 | ) | $ | (17,314 | ) | |||
Stock-based compensation | 3,100 | 3,934 | 8,515 | 10,023 | |||||||||||
Restructuring charges, net | 59 | 28 | 562 | 2,084 | |||||||||||
Acquisition and integration related expenses (recoveries) | 285 | (31 | ) | 196 | 398 | ||||||||||
Amortization of intangibles, inventory and fixed assets fair value adjustment due to acquisition | 3,428 | 4,983 | 10,150 | 14,885 | |||||||||||
Impairment of long-lived assets | — | 86 | 8 | 829 | |||||||||||
Loss contingency | — | 307 | — | 720 | |||||||||||
Gain on sale of intellectual property | (1,040 | ) | — | (1,040 | ) | — | |||||||||
Business interruption insurance claim recovery | — | — | (1,521 | ) | — | ||||||||||
Non-GAAP net income | $ | 3,307 | $ | 9,030 | $ | 15,966 | $ | 11,625 | |||||||
Non-GAAP net income per share: | |||||||||||||||
Basic | $ | 0.06 | $ | 0.16 | $ | 0.28 | $ | 0.21 | |||||||
Diluted | $ | 0.06 | $ | 0.16 | $ | 0.27 | $ | 0.20 | |||||||
Weighted-average number of shares used in per share calculations: | |||||||||||||||
Basic | 58,209 | 56,297 | 57,757 | 55,720 | |||||||||||
Diluted | 58,784 | 57,597 | 58,922 | 57,110 | |||||||||||
FORMFACTOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(In thousands)
(Unaudited)
September 26, 2015 | December 27, 2014 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 142,185 | $ | 113,940 | |||
Marketable securities | 41,654 | 49,897 | |||||
Accounts receivable, net | 36,682 | 45,152 | |||||
Inventories, net | 27,000 | 25,548 | |||||
Deferred tax assets | 2,029 | 2,036 | |||||
Refundable income taxes | — | 782 | |||||
Prepaid expenses and other current assets | 6,501 | 6,919 | |||||
Total current assets | 256,051 | 244,274 | |||||
Restricted cash | 435 | 435 | |||||
Property, plant and equipment, net | 23,821 | 25,498 | |||||
Goodwill | 30,731 | 30,731 | |||||
Intangibles, net | 28,869 | 38,689 | |||||
Deferred tax assets | 3,440 | 3,466 | |||||
Other assets | 865 | 1,150 | |||||
Total assets | $ | 344,212 | $ | 344,243 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 21,159 | $ | 20,274 | |||
Accrued liabilities | 18,492 | 21,217 | |||||
Income taxes payable | 166 | 68 | |||||
Deferred revenue | 4,215 | 6,303 | |||||
Total current liabilities | 44,032 | 47,862 | |||||
Long-term income taxes payable | 1,034 | 1,094 | |||||
Deferred tax liabilities | 2,208 | 2,208 | |||||
Deferred rent and other liabilities | 3,404 | 3,643 | |||||
Total liabilities | 50,678 | 54,807 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity: | |||||||
Common stock and capital in excess of par value | 717,140 | 711,733 | |||||
Accumulated other comprehensive loss | (2,166 | ) | (1,761 | ) | |||
Accumulated deficit | (421,440 | ) | (420,536 | ) | |||
Total stockholders’ equity | 293,534 | 289,436 | |||||
Total liabilities and stockholders’ equity | $ | 344,212 | $ | 344,243 | |||
About our Non-GAAP Net Income and Adjustments:
We believe that the presentation of non-GAAP net income and non-GAAP earnings per fully-diluted share provides supplemental information that we believe are important to understanding financial and business trends relating to our financial condition and results of operations. Non-GAAP net income and non-GAAP earnings per fully-diluted share 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 and non-GAAP earnings per fully-diluted share 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 the Company’s activities and other factors, facilitates comparability of the Company’s operating performance from period to period. We have chosen to provide this 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 and non-GAAP fully-diluted earnings per share by adjusting GAAP net income and GAAP earnings per fully-diluted share to remove the impact of certain adjustments and the tax effect 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 or earnings per fully-diluted share prepared 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 and non-GAAP earnings per fully-diluted share 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 “Reconciliation of non-GAAP Net Income" included in this press release.