Form 8-K FORMFACTOR INC For: Oct 29
�
�
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�29, 2014
�
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) | |||
�
Registrants 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�29, 2014, FormFactor,�Inc. ( FormFactor ) issued a press release announcing its financial results for the third quarter of fiscal 2014 that ended on September�27, 2014. 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 29, 2014 | |
�
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.
�
2
�
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�29, 2014 | By: | /s/ Stuart L. Merkadeau | |
Name: | Stuart L. Merkadeau | |||
Title: | Senior Vice President, General Counsel and Secretary | |||
�
3
�
EXHIBIT�INDEX
�
Exhibit Number | Description | |
99.01 | Press release dated October 29, 2014 | |
�
4
Exhibit 99.01
�
�
News Release
�
Investor Contact:
Stan Finkelstein
Investor Relations
(925) 290-4321
�
FormFactor,�Inc. Reports Third Quarter Results
Company delivers highest revenue since Q407 and achieves second consecutive Non-GAAP profitable quarter
�
LIVERMORE, Calif. October�29, 2014 FormFactor,�Inc. (Nasdaq: FORM) today announced its financial results for the third quarter of fiscal 2014 that ended on September�27, 2014. Quarterly revenues were $73.9 million, up 10% from $67.4 million in the second quarter of fiscal 2014, and up 9% from $67.6 million in the third quarter of fiscal 2013.
�
On a GAAP basis, net loss for the third quarter of fiscal 2014 was $(0.3) million, or $0.00 per fully-diluted share, compared to a net loss for the second quarter of fiscal 2014 of $(4.3) million, or $(0.08) per fully-diluted share, and a net loss for the third quarter of fiscal 2013 of $(10.7) million, or $(0.20) per fully-diluted share.
�
On a non-GAAP basis, net income for the third quarter of fiscal 2014 was $9.0 million, or $0.16 per fully-diluted share, compared to a net income for the second quarter of fiscal 2014 of $4.9 million, or $0.08 per fully-diluted share, and a net loss for the third quarter of fiscal 2013 of $(3.5) million, or $(0.06) per fully-diluted share. A reconciliation of GAAP to non-GAAP net income (loss) and net income (loss) per share is provided in the schedules included below.
�
Cash generation for the third quarter of fiscal 2014 was $5.3 million, compared to cash generation of $5.0 million for the second quarter of fiscal 2014 and cash generation of $1.8 million for the third quarter of fiscal 2013.
"Q3 marked our second consecutive non-GAAP profitable quarter as we saw strong demand in both our SoC and DRAM businesses, said Tom St. Dennis, CEO and Executive Chairman of FormFactor, Inc. Our reduced cost structure combined with solid product momentum, in both the SoC and DRAM markets, is showing the earnings leverage that we have on incremental revenue growth. We are very optimistic about our ability to continue to drive revenue growth in 2015 and beyond.
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 FormFactors conference call on the Investors section of the companys web site at www.formfactor.com. A telephone replay of the conference call will be available approximately two hours after the conclusion of the call. The telephone replay will be available through October�31, 2014, 9:00�p.m. PDT, and can be accessed by dialing (855) 859-2056 (domestic) or (404) 537-3406 (international) and entering confirmation code 7559228.�Additionally, the replay will be available on the Investors section of our website, www.formfactor.com.
�
Non-GAAP Financial Measures:
�
This press release highlights the companys financial results on both a GAAP and a non-GAAP basis. The GAAP results include certain charges that are excluded from non-GAAP results. By publishing the non-GAAP measures, management intends to provide investors with additional information to further analyze the companys performance, core results and underlying trends. FormFactors management evaluates results and makes operating decisions using both GAAP and non-GAAP measures included in this press release. Non-GAAP results are not prepared in accordance with GAAP, and non-GAAP information should be considered a supplement to, and not a substitute for, financial statements prepared in accordance with GAAP. Investors and potential investors are encouraged to review the reconciliation of non-GAAP financial measures to their most directly comparable GAAP measures attached to this press release.
�
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 worlds 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 FormFactors 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 companys 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 companys products; seasonal industry trends; risks of the companys ability to realize further operational efficiencies, to realize sustainable profitability, to achieve its growth objectives, and to meet customer demand for the companys DRAM, Flash Memory and SoC 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 companys Form�10-K for the fiscal year ended December�28, 2013, as filed with the SEC, and subsequent SEC filings, including the companys Quarterly Reports on Forms 10-Q. Copies of the companys 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 materially 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�27, 2014 | September�28, 2013 | September�27, 2014 | September�28, 2013 | |||||||||||
Revenues | $ | 73,933 | $ | 67,634 | $ | 197,245 | $ | 182,987 | |||||||
Cost of revenues | 49,791 | 55,088 | 140,754 | 144,961 | |||||||||||
Gross profit | 24,142 | 12,546 | 56,491 | 38,026 | |||||||||||
Operating expenses: | � | � | � | � | |||||||||||
Research and development | 11,198 | 10,301 | 32,019 | 32,145 | |||||||||||
Selling, general and administrative | 13,309 | 12,952 | 38,754 | 41,057 | |||||||||||
Restructuring charges, net | 28 | 143 | 2,084 | 4,215 | |||||||||||
Loss on sale of subsidiary | 300 | ||||||||||||||
Impairment of long-lived assets | 86 | 15 | 829 | 194 | |||||||||||
Total operating expenses | 24,621 | 23,411 | 73,686 | 77,911 | |||||||||||
Operating loss | (479 | ) | (10,865 | ) | (17,195 | ) | (39,885 | ) | |||||||
Interest income, net | 75 | 95 | 233 | 298 | |||||||||||
Other income (expense), net | 228 | (91 | ) | 6 | 541 | ||||||||||
Loss before income taxes | (176 | ) | (10,861 | ) | (16,956 | ) | (39,046 | ) | |||||||
Provision (benefit) for income taxes | 101 | (147 | ) | 358 | (152 | ) | |||||||||
Net loss | $ | (277 | ) | $ | (10,714 | ) | $ | (17,314 | ) | $ | (38,894 | ) | |||
Net loss per share: | � | � | |||||||||||||
Basic and diluted | $ | 0.00 | $ | (0.20 | ) | $ | (0.31 | ) | $ | (0.72 | ) | ||||
Weighted-average number of shares used in per share calculations: | � | � | |||||||||||||
Basic and diluted | 56,297 | 54,437 | 55,720 | 54,070 | |||||||||||
�
FORMFACTOR,�INC.�
RECONCILIATION OF NON-GAAP NET INCOME (LOSS)
(In thousands, except per share amounts)
(Unaudited)
(In thousands, except per share amounts)
(Unaudited)
�
Three Months Ended | Nine Months Ended | ||||||||||||||
September�27, 2014 | September�28, 2013 | September�27, 2014 | September�28, 2013 | ||||||||||||
GAAP net loss | $ | (277 | ) | $ | (10,714 | ) | $ | (17,314 | ) | $ | (38,894 | ) | |||
Stock-based compensation | 3,934 | 2,958 | 10,023 | 9,125 | |||||||||||
Restructuring charges, net | 28 | 143 | 2,084 | 4,215 | |||||||||||
Acquisition and integration related expenses | (31 | ) | 106 | 398 | 1,300 | ||||||||||
Amortization of intangibles, inventory and fixed assets fair value adjustment due to acquisition | 4,983 | 3,955 | 14,885 | 12,947 | |||||||||||
Impairment of long-lived assets | 86 | 15 | 829 | 494 | |||||||||||
Loss contingency | 307 | 720 | |||||||||||||
Income tax valuation allowance | 150 | ||||||||||||||
Non-GAAP net income (loss) | $ | 9,030 | $ | (3,537 | ) | $ | 11,625 | $ | (10,663 | ) | |||||
Non-GAAP net income (loss) per share: | |||||||||||||||
Basic | $ | 0.16 | $ | (0.06 | ) | $ | 0.21 | $ | (0.20 | ) | |||||
Diluted | $ | 0.16 | $ | (0.06 | ) | $ | 0.20 | $ | (0.20 | ) | |||||
Weighted-average number of shares used in per share calculations: | |||||||||||||||
Basic | 56,297 | 54,437 | 55,720 | 54,070 | |||||||||||
Diluted | 57,597 | 54,437 | 57,110 | 54,070 | |||||||||||
�
�
FORMFACTOR,�INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(In thousands)
(Unaudited)�
� | September�27, 2014 | December�28, 2013 | |||||
ASSETS | � | ||||||
Current assets: | � | � | |||||
Cash and cash equivalents | $ | 89,264 | $ | 59,196 | |||
Marketable securities | 65,103 | 91,895 | |||||
Accounts receivable, net | 47,776 | 30,189 | |||||
Inventories, net | 25,902 | 20,707 | |||||
Deferred tax assets | 2,837 | 2,776 | |||||
Refundable income taxes | 782 | 782 | |||||
Prepaid expenses and other current assets | 7,730 | 6,106 | |||||
Total current assets | 239,394 | 211,651 | |||||
Restricted cash | 435 | 435 | |||||
Property, plant and equipment, net | 26,610 | 35,190 | |||||
Goodwill | 30,731 | 30,731 | |||||
Intangibles, net | 42,255 | 57,470 | |||||
Deferred tax assets | 3,881 | 3,960 | |||||
Other assets | 1,225 | 1,271 | |||||
Total assets | $ | 344,531 | $ | 340,708 | |||
LIABILITIES AND STOCKHOLDERS EQUITY | � | ||||||
Current liabilities: | � | ||||||
Accounts payable | $ | 21,267 | $ | 16,313 | |||
Accrued liabilities | 19,102 | 13,985 | |||||
Capital leases, current portion | 270 | ||||||
Income taxes payable | 625 | 172 | |||||
Deferred revenue | 5,466 | 7,030 | |||||
Total current liabilities | 46,460 | 37,770 | |||||
Long-term income taxes payable | 2,208 | 2,497 | |||||
Deferred tax liabilities | 3,029 | 3,029 | |||||
Deferred rent and other liabilities | 3,603 | 3,326 | |||||
Total liabilities | 55,300 | 46,622 | |||||
Commitments and contingencies | � | ||||||
Stockholders equity: | |||||||
Common stock and capital in excess of par value | 708,496 | 695,686 | |||||
Accumulated other comprehensive loss | (600 | ) | (249 | ) | |||
Accumulated deficit | (418,665 | ) | (401,351 | ) | |||
Total stockholders equity | 289,231 | 294,086 | |||||
Total liabilities and stockholders equity | $ | 344,531 | $ | 340,708 | |||
�