SEC Filing | FormFactor, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2019

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-50307

FormFactor, Inc.

(Exact name of registrant as specified in its charter)



Delaware		13-3711155
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7005 Southfront Road, Livermore, California 94551

(Address of principal executive offices, including zip code)

(925) 290-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section12(b) of the Act:

______________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of the Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



Large Accelerated Filer	☒	Accelerated Filer	☐

Non-accelerated Filer	☐	Smaller Reporting Company	☐
(Do not check if a smaller reporting company)
Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2019, 75,699,945 shares of the registrant’s common stock, par value $0.001 per share, were outstanding.

FORMFACTOR, INC. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 28, 2019 INDEX

Part I.	Financial Information

Item 1.	Financial Statements (Unaudited):

	Condensed Consolidated Balance Sheets as of September 28, 2019 and December 29, 2018	3

	Condensed Consolidated Statements of Income for the three and nine months ended September 28, 2019 and September 29, 2018	4

	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 28, 2019 and September 29, 2018	5

	Condensed Consolidated Statement of Stockholders' Equity for the three and nine months ended September 28, 2019 and September 29, 2018	6

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 28, 2019 and September 29, 2018	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	30

Part II.	Other Information	31

Item 1A.	Risk Factors	31

Item 6.	Exhibits	31

Signatures		32

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

FORMFACTOR, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) (Unaudited)

	September 28, 2019			December 29, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	122,946		$	98,472
Marketable securities	77,025			50,531
Accounts receivable, net of allowance for doubtful accounts of $194 and $185	84,750			95,333
Inventories, net	85,989			77,706
Restricted cash	765			849
Refundable income taxes	478			1,260
Prepaid expenses and other current assets	17,834			13,669
Total current assets	389,787			337,820
Restricted cash	1,029			1,225
Operating lease, right-of-use-assets	32,300			—
Property, plant and equipment, net of accumulated depreciation of $268,486 and $263,102	56,240			54,054
Goodwill	188,559			189,214
Intangibles, net	47,054			67,640
Deferred tax assets	77,274			77,301
Other assets	1,362			968
Total assets	$	793,605		$	728,222

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	50,968		$	40,006
Accrued liabilities	30,015			27,731
Current portion of term loan, net of unamortized issuance cost of $57 and $160	46,193			29,840
Deferred revenue	8,315			4,941
Operating lease liabilities	6,416			—
Total current liabilities	141,907			102,518
Term loan, less current portion, net of unamortized issuance cost of $0 and $29	—			34,971
Deferred tax liabilities	2,244			2,355
Long-term operating lease liabilities	30,074			—
Other liabilities	4,834			8,214
Total liabilities	179,059			148,058

Stockholders’ equity:
Preferred stock, $0.001 par value:
10,000,000 shares authorized; no shares issued and outstanding	—			—
Common stock, $0.001 par value:
250,000,000 shares authorized; 75,696,234 and 74,139,712 shares issued and outstanding	76			74
Additional paid-in capital	879,527			862,897
Accumulated other comprehensive income (loss)	(2,180		)	780
Accumulated deficit	(262,877		)	(283,587		)
Total stockholders’ equity	614,546			580,164
Total liabilities and stockholders’ equity	$	793,605		$	728,222

The accompanying notes are an integral part of these condensed consolidated financial statements.

FORMFACTOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) (Unaudited)

	Three Months Ended						Nine Months Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
Revenues	$	140,604		$	134,989		$	410,835		$	388,788
Cost of revenues	85,286			82,019			247,644			234,471
Gross profit	55,318			52,970			163,191			154,317
Operating expenses:
Research and development	20,096			18,857			59,893			56,578
Selling, general and administrative	25,887			24,745			77,354			73,426
Total operating expenses	45,983			43,602			137,247			130,004
Operating income	9,335			9,368			25,944			24,313
Interest income	724			369			1,988			952
Interest expense	(422		)	(777		)	(1,539		)	(2,654		)
Other income (expense), net	226			121			223			(341		)
Income before income taxes	9,863			9,081			26,616			22,270
Provision for income taxes	1,584			1,393			5,906			3,334
Net income	$	8,279		$	7,688		$	20,710		$	18,936
Net income per share:
Basic	$	0.11		$	0.10		$	0.28		$	0.26
Diluted	$	0.11		$	0.10		$	0.27		$	0.25
Weighted-average number of shares used in per share calculations:
Basic	75,280			73,837			74,749			73,273
Diluted	77,291			74,962			76,763			74,628

The accompanying notes are an integral part of these condensed consolidated financial statements.

FORMFACTOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited)

	Three Months Ended						Nine Months Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
Net income	$	8,279		$	7,688		$	20,710		$	18,936
Other comprehensive loss, net of tax:
Translation adjustments and other	(1,814		)	(449		)	(2,042		)	(1,732		)
Unrealized gains (losses) on available-for-sale marketable securities	11			50			304			(84		)
Unrealized losses on derivative instruments	(536		)	(134		)	(1,222		)	(47		)
Other comprehensive loss, net of tax	(2,339		)	(533		)	(2,960		)	(1,863		)
Comprehensive income	$	5,940		$	7,155		$	17,750		$	17,073

The accompanying notes are an integral part of these condensed consolidated financial statements.

FORMFACTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except shares)

(Unaudited)



	Shares	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income			Accumulated Deficit			Total
	Nine Months Ended September 28, 2019
Balances, December 29, 2018	74,139,712	$	74	$	862,897		$	780		$	(283,587	)	$	580,164
Issuance of common stock under the Employee Stock Purchase Plan	544,271	—		6,806			—			—			6,806
Issuance of common stock pursuant to exercise of options for cash	112,956	—		754			—			—			754
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax	899,295	2		(7,898		)	—			—			(7,896		)
Stock-based compensation	—	—		16,968			—			—			16,968
Other comprehensive loss	—	—		—			(2,960		)	—			(2,960		)
Net income	—	—		—			—			20,710			20,710
Balances, September 28, 2019	75,696,234	$	76	$	879,527		$	(2,180	)	$	(262,877	)	$	614,546

	Three Months Ended September 28, 2019
Balances, June 29, 2019	74,691,781	$	75	$	875,024		$	159		$	(271,156	)	$	604,102
Issuance of common stock under the Employee Stock Purchase Plan	242,774	—		3,136			—			—			3,136
Issuance of common stock pursuant to exercise of options for cash	93,749	—		664			—			—			664
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax	667,930	1		(5,741		)	—			—			(5,740		)
Stock-based compensation	—	—		6,444			—			—			6,444
Other comprehensive income	—	—		—			(2,339		)	—			(2,339		)
Net income	—	—		—			—			8,279			8,279
Balances, September 28, 2019	75,696,234	$	76	$	879,527		$	(2,180	)	$	(262,877	)	$	614,546



	Nine Months Ended September 29, 2018
Balances, December 30, 2017	72,532,176	$	73	$	843,116		$	3,021		$	(387,573	)	$	458,637
Issuance of common stock under the Employee Stock Purchase Plan	610,297	1		6,661			—			—			6,662
Issuance of common stock pursuant to exercise of options for cash	105,610	—		1,049			—			—			1,049
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax	853,540	1		(5,694		)	—			—			(5,693		)
Stock-based compensation	—	—		12,373			—			—			12,373
Adoption of ASU 2017-12	—	—		—			—			(50		)	(50		)
Other comprehensive loss	—	—		—			(1,863		)	—			(1,863		)
Net income	—	—		—			—			18,936			18,936
Balances, September 29, 2018	74,101,623	$	75	$	857,505		$	1,158		$	(368,687	)	$	490,051

	Three Months Ended September 29, 2018
Balances, June 30, 2018	73,358,108	$	74	$	853,278		$	1,691		$	(376,375	)	$	478,668
Issuance of common stock under the Employee Stock Purchase Plan	268,627	—		2,957			—			—			2,957
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax	474,888	1		(3,241		)	—			—			(3,240		)
Stock-based compensation	—	—		4,511			—			—			4,511
Other comprehensive loss	—	—		—			(533		)	—			(533		)
Net income	—	—		—			—			7,688			7,688
Balances, September 29, 2018	74,101,623	$	75	$	857,505		$	1,158		$	(368,687	)	$	490,051

The accompanying notes are an integral part of these condensed consolidated financial statements.

FORMFACTOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)

	Nine Months Ended
	September 28, 2019			September 29, 2018
Cash flows from operating activities:
Net income	$	20,710		$	18,936
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	12,644			10,494
Amortization	20,248			21,876
Amortization (accretion) of discount on investments	(291		)	21
Amortization of operating lease, right-of-use assets	3,921			—
Stock-based compensation expense	17,088			12,421
Amortization of debt issuance costs	132			333
Deferred income tax provision	38			70
Provision for excess and obsolete inventories	8,046			7,414
Loss on disposal of long-lived assets	327			264
Loss on derivative instruments	132			—
Foreign currency transaction (losses) gains	(186		)	409
Changes in assets and liabilities:
Accounts receivable	10,580			(7,569		)
Inventories	(17,246		)	(21,806		)
Prepaid expenses and other current assets	(4,509		)	(1,874		)
Refundable income taxes	782			933
Other assets	(595		)	697
Accounts payable	10,074			10,425
Accrued liabilities	(856		)	(8,882		)
Other liabilities	2,374			2,197
Deferred revenues	3,625			(221		)
Operating lease liabilities	(3,660		)	—
Net cash provided by operating activities	83,378			46,138
Cash flows from investing activities:
Acquisition of property, plant and equipment	(14,242		)	(12,326		)
Proceeds from sale of a subsidiary	93			67
Proceeds from sale of property, plant and equipment	—			23
Purchases of marketable securities	(59,602		)	(18,984		)
Proceeds from maturities and sales of marketable securities	33,704			17,757
Net cash used in investing activities	(40,047		)	(13,463		)
Cash flows from financing activities:
Proceeds from issuances of common stock	7,672			7,712
Tax withholdings related to net share settlements of equity awards	(7,898		)	(5,694		)
Principal repayments on term loan	(18,750		)	(33,750		)
Net cash used in financing activities	(18,976		)	(31,732		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(161		)	(516		)
Net increase in cash, cash equivalents and restricted cash	24,194			427
Cash, cash equivalents and restricted cash, beginning of period	100,546			92,726
Cash, cash equivalents and restricted cash, end of period	$	124,740		$	93,153
Non-cash investing and financing activities:
Change in accounts payable and accrued liabilities related to property, plant and equipment purchases	$	1,062		$	4,724
Operating lease, right-of-use assets obtained in exchange for lease obligations	36,300			—
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net	$	2,875		$	2,513
Cash paid for interest	1,128			2,299

The accompanying notes are an integral part of these condensed consolidated financial statements.

FORMFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Basis of Presentation and New Accounting Pronouncements

Basis of Presentation

The accompanying condensed consolidated financial information of FormFactor, Inc. is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of December 29, 2018 is derived from our 2018 Annual Report on Form 10-K. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2018 Annual Report on Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

Fiscal Year

We operate on a 52/53 week fiscal year, whereby the fiscal year ends on the last Saturday of December. Fiscal 2019 and 2018 each contain 52 weeks and the nine months ended September 28, 2019 and September 29, 2018 each contained 39 weeks. Fiscal 2019 will end on December 28, 2019.

Reclassifications

Certain immaterial reclassifications were made to the prior period financial statements to conform to the current period presentation.

Critical Accounting Policies

Our critical accounting policies have not changed during the nine months ended September 28, 2019 from those disclosed in our Annual Report on Form 10-K for the year ended December 29, 2018.

New Accounting Pronouncements

ASU 2018-15

In August 2018, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ("ASU") 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." The new guidance clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018-15 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. ASU 2018-15 should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We have not yet determined the impact of this standard on our financial statements.

ASU 2016-02, ASU 2018-10, ASU 2018-11 and ASU 2019-01

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which requires the recognition of right-of-use assets and lease liabilities for all long-term leases, including operating leases, on the balance sheet. ASU 2016-02 was amended in July 2018 by both ASU 2018-10, "Codification Improvements to Topic 842, Leases," and ASU 2018-11, "Leases (Topic 842): Targeted Improvements" and in March 2019 by ASU 2019-01, "Leases (Topic 842): Codification Improvements." ASU 2016-02 provides additional guidance on the measurement of the right-of-use assets and lease liabilities and requires enhanced disclosures about our leasing arrangements. We adopted Topic 842 and all related amendments on December 30, 2018, the first day of fiscal 2019, using the modified transition approach. The modified transition approach permits a company to use its effective date as the date of initial application to apply the standard to its leases, and, therefore, not restate comparative prior period financial information. Consequently, prior period financial information is not updated, and the disclosures required under the new standard will not be provided for dates and periods before December 30, 2018. The standard provides several optional practical expedients in transition. We elected the ‘package of practical expedients,’ which permits us to not reassess, under the new standard, our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption. This means, for those leases that qualify, we will not recognize a right-of-use asset or lease liability, and this includes not recognizing right-of-use assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components for all our leases. The adoption of the lease standard did not have any effect on our previously reported Condensed

Consolidated Statements of Income and did not result in a cumulative catch-up adjustment to opening equity. See Note 12 for additional information.

Note 2 — Concentration of Credit and Other Risks

Each of the following customers accounted for 10% or more of our revenues for the periods indicated:



	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Intel Corporation	23.9	%	24.5	%	23.8	%	18.0	%
SK Hynix Inc.	13.5		*		10.6		10.2
Micron Technology, Inc.	11.9		12.0		*		10.1
Samsung Electronics., LTD.	*		*		10.0		*
	49.3	%	36.5	%	44.4	%	38.3	%

*Represents less than 10% of total revenues.

At September 28, 2019, two customers accounted for 18.8% and 17.4% of gross accounts receivable, respectively. At December 29, 2018, two customers accounted for 27.8% and 13.0% of gross accounts receivable, respectively.

Note 3 — Inventories, net

Inventories are stated at the lower of cost (principally standard cost, which approximates actual cost on a first in, first out basis) or net realizable value.

Inventories, net, consisted of the following (in thousands):



	September 28, 2019		December 29, 2018
Raw materials	$	39,395	$	43,380
Work-in-progress	31,486		20,431
Finished goods	15,108		13,895
	$	85,989	$	77,706

Note 4 — Goodwill and Intangible Assets

Goodwill by reportable segment was as follows (in thousands):



	Probe Cards		Systems			Total
Goodwill, gross, as of December 30, 2017	$	172,482	$	17,438		$	189,920
Foreign currency translation	—		(706		)	(706		)
Goodwill, gross, as of December 29, 2018	172,482		16,732			189,214
Foreign currency translation	—		(655		)	(655		)
Goodwill, gross, as of September 28, 2019	$	172,482	$	16,077		$	188,559

We have not recorded any goodwill impairments in the nine months ended September 28, 2019.

Intangible assets were as follows (in thousands):



	September 28, 2019						December 29, 2018
Other Intangible Assets	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Existing developed technologies	$	142,890	$	110,943	$	31,947	$	143,408	$	97,111	$	46,297
Trade name	7,576		6,893		683		12,023		9,173		2,850
Customer relationships	39,990		25,566		14,424		40,146		21,653		18,493
	$	190,456	$	143,402	$	47,054	$	195,577	$	127,937	$	67,640

In the current quarter we disposed of certain fully amortized trade names.

Amortization expense was included in our Condensed Consolidated Statements of Income as follows (in thousands):



	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Cost of revenues	$	4,707	$	5,123	$	14,137	$	15,418
Selling, general and administrative	1,372		2,389		6,111		6,458
	$	6,079	$	7,512	$	20,248	$	21,876

The estimated future amortization of intangible assets is as follows (in thousands):



Fiscal Year	Amount
Remainder of 2019	$	6,065
2020	23,243
2021	12,546
2022	3,467
2023	1,733
	$	47,054

Note 5 — Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):



	September 28, 2019		December 29, 2018
Accrued compensation and benefits	$	15,640	$	15,600
Accrued employee stock purchase plan contributions withheld	1,431		3,174
Accrued warranty	1,793		2,102
Accrued income and other taxes	7,218		4,222
Other accrued expenses	3,933		2,633
	$	30,015	$	27,731

Note 6 — Restructuring Charges

Restructuring charges in the first nine months of fiscal 2019 consisted of costs related to employee termination benefits, cost of long-lived asset abandonment and inventory write downs.

Restructuring charges were included in our Condensed Consolidated Statement of Income as follows (in thousands):



	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Cost of revenues	$	—	$	—	$	258	$	—
Selling, general and administrative	22		—		199		—
	$	22	$	—	$	457	$	—

Changes to the restructuring accrual in the nine months ended September 28, 2019 were as follows (in thousands):



	Employee Severance and Benefits			Other Costs			Total Accrual
December 29, 2018	$	20		$	—		$	20
Restructuring charges	184			273			457
Cash payments	(128		)	—			(128		)
Non-cash settlement	—			(273		)	(273		)
September 28, 2019	$	76		$	—		$	76

Note 7 — Fair Value and Derivative Instruments

Whenever possible, the fair values of our financial assets and liabilities are determined using quoted market prices of identical securities or quoted market prices of similar securities from active markets. The three levels of inputs that may be used to measure fair value are as follows:


•	Level 1 valuations are obtained from real-time quotes for transactions in active exchange markets involving identical securities;


•	Level 2 valuations utilize significant observable inputs, such as quoted prices for similar assets or liabilities, quoted prices near the reporting date in markets that are less active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and


•	Level 3 valuations utilize unobservable inputs to the valuation methodology and include our own data about assumptions market participants would use in pricing the asset or liability based on the best information available under the circumstances.

We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the three and nine months ended September 28, 2019 or the year ended December 29, 2018.

The carrying values of Cash, Accounts receivable, net, Restricted cash, Prepaid expenses and other current assets, Accounts payable, Accrued liabilities, and Term loan approximate fair value due to their short maturities.

No changes were made to our valuation techniques during the first nine months of fiscal 2019.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):



September 28, 2019		Level 1		Level 2		Total
Assets:
Cash equivalents:
Money market funds		$	959	$	—	$	959
Marketable securities:
U.S. treasuries		31,832		—		31,832
Certificates of deposit		—		3,648		3,648
U.S. agency securities		—		3,088		3,088
Corporate bonds		—		33,737		33,737
Commercial paper	<