FormFactor Q2 2025 Earnings Report

FormFactor EPS Results

• Actual EPS: $0.27
• Consensus EPS: $0.30
• Beat/Miss: Missed by -$0.03
• One Year Ago EPS: $0.35

FormFactor Revenue Results

• Actual Revenue: $195.80 million
• Expected Revenue: $190.17 million
• Beat/Miss: Beat by +$5.62 million
• YoY Revenue Growth: -0.80%

FormFactor Announcement Details

• Quarter: Q2 2025
• Date: 7/30/2025
• Time: After Market Closes
• Conference Call Date: Wednesday, July 30, 2025
• Conference Call Time: 4:25PM ET

FormFactor (NASDAQ:FORM) designs, manufactures, and sells probe cards, analytical probes, probe stations, metrology systems, thermal systems, and cryogenic systems to semiconductor companies and scientific institutions in the United States, Taiwan, South Korea, China, Europe, Japan, Malaysia, Singapore, and internationally. It operates in two segments, Probe Cards and Systems. The company offers probe cards to test various semiconductor device types, including systems on a chip products, mobile application processors, microprocessors, microcontrollers, and graphic processors, as well as radio frequency, analog, mixed signal, image sensor, electro-optical, dynamic random access memory, NAND flash memory, and NOR flash memory devices, as well as computer processor devices; and analytical probes, which are used for a range of applications, including device characterization, electrical simulation model development, failure analysis, and prototype design debugging for universities, research institutions, semiconductor integrated device manufacturers, semiconductor foundries, and fabless semiconductor companies. It also provides probe systems for semiconductor design engineers to capture and analyze accurate data; surface metrology systems for the development, production, and quality control of semiconductor products; thermal subsystems, such as thermal chucks and other test systems used in probe stations and other applications; and precision cryogenic instruments, semiconductor tests, and measurement systems. In addition, the company offers on-site probe card maintenance and service training, seminars, and telephone support services. It markets and sells its products through direct sales force, manufacturers' representatives, and distributors. The company was incorporated in 1993 and is headquartered in Livermore, California.

FormFactor Q2 2025 Earnings Call Transcript

Key Takeaways

• Positive Sentiment: FormFactor delivered Q2 revenue of $195.8M, exceeding the high end of its outlook and representing a 14.3% sequential increase, driven by stronger‐than‐anticipated probe card growth.
• Negative Sentiment: Non‐GAAP gross margin of 38.5% in Q2 fell to the low end of guidance due to an unfavorable product mix shift toward lower‐margin DRAM and unforecasted ramp-up costs for an HBM DRAM customer.
• Neutral Sentiment: For Q3, the company expects flat revenue at ~$200M (±$5M), a modest gross margin improvement to ~40% (±150 bps), and non-GAAP EPS of $0.25 (±$0.04), while absorbing 1–1.5 pts of tariff headwinds.
• Positive Sentiment: Strategic investments include a minority stake in FICT and a brownfield manufacturing facility in Farmers Branch, TX, aimed at expanding capacity, lowering operating costs, and supporting long-term margin improvement.
• Positive Sentiment: The HBM probe card business saw expected sequential growth and now ships in volume to all three leading HBM manufacturers, positioning FormFactor for continued secular growth despite near-term demand volatility.

Presentation

[Operator]

Thank you, and welcome everyone to FormFactor's Second Quarter twenty twenty five Earnings Conference Call. On today's call are Chief Executive Officer, Mike Fleisher and Chief Financial Officer, Shay Zahar. Before we begin, Stan Ficklestein, the company's VP of Investor Relations, will remind you of some important information.

[Stan Finkelstein, VP - IR & Treasurer at FormFactor]

Thank you. Today, the company will be discussing GAAP P and L results and some important non GAAP results intended to supplement your understanding of the company's financials. Reconciliations of GAAP to non GAAP measures and other financial information are available in the press release issued today by the company and on the Investor Relations section of our website. Today's discussion contains forward looking statements within the meaning of the federal securities laws. Examples of such forward looking statements include those with respect to the projections of financial and business performance, future macroeconomic and geopolitical conditions, the benefits of acquisitions and investments, including acquisition of manufacturing facility, anticipated industry trends, potential disruptions in our supply chain, the impacts of regulatory changes, including tariffs and changes in export controls.

[Stan Finkelstein, VP - IR & Treasurer at FormFactor]

The anticipated volatility in demand for products, our ability to develop, produce, and sell products, and the assumptions upon which such statements are based. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed during this call. Information on risk factors and uncertainties is contained in our most recent filing on Form 10 ks with the SEC for the fiscal year ended 12/28/2024, and in our other SEC filings, which are available on the SEC's website at www.sec.gov and in our press release issued today. Forward looking statements are made as of today, 07/30/2025, and we assume no obligation to update them. With that, we will now turn the call over to FormFactor's CEO, Mike Slessor.

[Michael Slessor, President & CEO at FormFactor]

Thanks, everyone, for joining us today. FormFactor reported sequentially stronger second quarter revenue that exceeded the high end of our outlook range due to higher than anticipated growth in our probe card business. Despite this revenue strength, non GAAP gross margin and overall profitability fell short of our outlook, mainly caused by an unfavorable shift in product mix and unforecasted ramp up costs for a second HBM DRAM customer. In the current third quarter, we expect to deliver revenue comparable to the second quarter and slightly higher gross margin and operating profit. Before we dive into segment and market level details, I'd like to spend a few moments reviewing the year to date.

[Michael Slessor, President & CEO at FormFactor]

FormFactor's business continues to be driven by two dominant themes, advanced packaging and generative AI. As front end driven Moore's Law slows, the innovation and performance offered by advanced packaging and chiplets allows our customers to accelerate their roadmaps and deliver spectacular performance improvements in compute and memory. These innovations like the stacking of DRAM chiplets to produce HVMs that are then integrated with GPUs in multi reticle CoASP packages, co package optics, and even chiplet based processors deployed at the edge are enabling the transformative capabilities of generative AI, fueling forecasts of semiconductor industry growth to a trillion dollars early in the next decade. As the leading supplier of probe cards and systems that ensure the quality and performance of each individual chiplet and the stacks of chiplets in the advanced package, FormFactor is uniquely positioned in enabling these innovations. We continue to be excited by our growth prospects as advanced packaging drives increased test intensity and test complexity, creating increased demand for our products.

[Michael Slessor, President & CEO at FormFactor]

At the same time, we acknowledge that our recent financial results and especially gross margins have not reflected our unique market leadership position. There are multiple reasons for this gross margin underperformance, including a product mix shift towards historically lower margin markets like DRAM, operational cost increases, and the recent headwinds presented by tariffs. As we said in previous quarters, we're taking steps to address each of these root causes, including developing and commercializing differentiated new products to drive market share and pricing, while at the same time improving our operational performance and manufacturing costs under the new global operations organization and leadership we put in place last year. In the 2025, we've also utilized FormFactor's strong balance sheet to make two strategic investments designed to improve longer term competitiveness and profitability. One, a minority equity investment in FICT, the leading global supplier of multilayer organic substrates, which are a critical enabling probe card subcomponent for us and our competitors.

[Michael Slessor, President & CEO at FormFactor]

And two, the purchase of a fit for purpose brownfield manufacturing facility in Farmers Branch, Texas. The Farmers Branch facility acquisition allows us to rapidly and cost effectively expand our process capability and capacity beyond our current manufacturing footprint. It also provides a clear path to lower our ongoing manufacturing costs as it's located in a region with lower operating costs and a variety of financial and regulatory incentives. Our team has made excellent progress in executing our planning and pre startup activities since the June 2 purchase announcement, and we've recently obtained the certificate of occupancy for the site. We're currently finalizing schedules for tool installation and specific product ramps with the detailed timing and magnitude of the ramp governed by process tool lead times, CapEx requirements, and the specific financial incentives committed by the state and local governments.

[Michael Slessor, President & CEO at FormFactor]

Turning now to segment and market level details. In DRAM probe cards, HBM drove the expected sequential growth in the second quarter. In the current third quarter, we expect continued growth in both HBM and DRAM overall. FormFactor's top customer remains the market share leader in this market. In addition, we are also now shipping in volume to all three major HBM manufacturers as we execute our strategy to be a key supplier to all the leading customers in the industry, thereby growing and diversifying our HBM demand profile.

[Michael Slessor, President & CEO at FormFactor]

Even with this more diversified demand profile, we expect the quarter to quarter volatility in HBM demand we've seen over the past several quarters to continue as all three of our customers' output is concentrated in a relatively small number of designs that are ramping up on short lead times. More broadly, we're continuing to strengthen our leadership position in HBM probe cards as bit growth accelerates and are excited about growing this business with FormFactor's differentiated Smart Matrix and IntelliFusion DRAM probe card architectures. Shifting to the Foundry and Logic probe card market. Consistent with our outlook, second quarter demand in this market was sequentially stronger as we delivered seasonal ramps of major mobile application processor designs and a family of client PC microprocessor designs. Given the seasonal nature of this strength, we expect a moderate reduction in third quarter demand in this market.

[Michael Slessor, President & CEO at FormFactor]

These segment results provide a proof point of FormFactor's industry leadership and strong customer partnerships as two Foundry and Logic customers topped the 10% threshold in the second quarter. In addition, we were recognized by our customers worldwide in the annual Tech Insights twenty twenty five Global Customer Satisfaction Survey as the number one global supplier in both test subsystems and focused chip making equipment categories, where we received high rankings for quality and technology leadership, far outpacing our direct competitors. I'd like to thank our customers for their partnership and commend our worldwide team for their commitment to our core form value of focus on the customer as we strive to continuously improve our customer collaboration and support. Turning to our Systems segment, we experienced a slight sequential reduction in second quarter revenue due to a variety of push outs. These systems have now been shipped and we expect this to result in sequential growth and an improved overall product mix in the third quarter.

[Michael Slessor, President & CEO at FormFactor]

Our systems business continues to be driven by customer development and adoption of advanced technologies like co package optics or CPO, as well as the significant advancements being made in quantum computing. In CPO, we now have multiple CM300XI systems running pilot production for our primary customer and are working closely with them, their foundry and partners like Advantest to ready this technology for high volume production in the 2026. In quantum computing, the 2025 has seen significant advancements in the commercialization of this revolutionary computational technology with an acceleration of technical achievements like Google's progress in error correction with their Willow platform and statements from industry icons like Nvidia's Jensen Huang, quantum computing is reaching an inflection point. FormFactor's IQ 2,000 and IQ 3,000 cryogenic probers are an important part of this advancement with the system helping customers characterize, test, and improve their quantum processors and the associated logic and communication circuits. Although high volume production remains a few years out, testing of quantum computing chips is yet another area where FormFactor is ideally positioned.

[Michael Slessor, President & CEO at FormFactor]

In closing, we remain committed to our target financial model, which delivers 47% gross margin on $850,000,000 of annual revenue. At the same time, we acknowledge that our recent performance has not demonstrated a clear path to that level of profitability, which is why we're taking the steps I mentioned earlier to improve margins over the medium term, both organically and through strategic investments like FICT and Farmers Branch. These multi pronged initiatives will improve our competitiveness and add capacity at lower cost, enabling us to grow form factor as we meet the challenges of increased test intensity and higher test complexity associated with the adoption of advanced packaging in applications like high bandwidth memory, co package optics, and quantum computing. Shay, over to you.

[Shai Shahar, CFO at FormFactor]

Thank you, Mike, and good afternoon. As you saw in our press release, Q2 revenues were $195800000.0.800000.0 dollars above the high end of our outlook range, and non GAAP gross margin of 38.5% was at the low end of the range. These together with OpEx slightly higher than the midpoint of the outlook resulted in a non GAAP EPS of zero two seven dollars zero one dollars above the low end of the outlook range. Second quarter revenues increased 14.3% from the first quarter and decreased 0.8% year over year from our Q2 twenty twenty four revenues. Prob card segment revenues were $162,100,000 in the second quarter, an increase of $25,600,000 or 18.7% from the first quarter.

[Shai Shahar, CFO at FormFactor]

The increase was driven by higher revenues in all the markets we serve, most notably in Foundry and Logic and DRAM. Within the Probe Card segment, Q2 Foundry and Logic revenues were $100,000,000 a $14,000,000 or 16.7% increase from the first quarter. Foundry and Logic revenues increased to 50.8% of total company revenues compared to 49.8% in the first quarter. DRAM revenues were $57,100,000 in Q2, dollars 8,200,000.0 or 16.8% higher than the first quarter, and increased to 29.1% of total quarterly revenues as compared to 28.5% in the first quarter. Within DRAM, HBM revenues increased $7,400,000 from $29,500,000 in Q1 to $37,000,000 in the second quarter.

[Shai Shahar, CFO at FormFactor]

Flash revenues of $5,500,000 in Q2 were up $3,100,000 from the first quarter and were 2.8% of total revenues in Q2 as compared to 1.4% in Q1. Systems segment revenues were $33,700,000 in Q2, a $1,100,000 decrease from the first quarter and comprised 17.2% of total company revenues, down from 20.3% in the first quarter. GAAP gross margin for the second quarter was 37.3% as compared to 37.7% in Q1. Cost of revenues included $2,400,000 of GAAP to non GAAP reconciling items, which we outlined in our press release issued today and in the reconciliation table available in the Investor Relations section of our website. On a non GAAP basis, gross margin for the second quarter was 38.5%, 0.7 percentage points lower than the 39.2% non GAAP gross margin in Q1 and at the low end of our outlook range.

[Shai Shahar, CFO at FormFactor]

The decrease as compared to Q1 is driven mainly by lower non GAAP gross margins in the Systems segment. The decrease as compared to the midpoint of our outlook range is attributable mostly to a decrease in Systems revenues, which have higher margins, as well as higher manufacturing spend and higher ramp up costs related to shipments to an HBM DRAM customer. We incurred these additional ramp up costs to meet some unique performance requirements for an HBM4 design specific to this customer. Our engineering team has partnered closely with this customer's technical team to identify and validate resolution of the issue, and we expect to have fully incorporated the necessary modifications to this specific design during the current third quarter. Our probe card segment gross margin was 38.3 percent in the second quarter, an increase of 0.5 percentage points compared to 37.8% in Q1.

[Shai Shahar, CFO at FormFactor]

The increase from Q1 was driven by several factors, including favorable absorption and higher revenues that were partially offset by higher manufacturing spend, which include higher costs from tariffs and the ramp up costs I just mentioned. Our Q2 Systems segment gross margin was 39.4%, a decrease of 5.1 percentage points compared to 44.5% gross margin in the first quarter. The decrease from Q1 was mainly a result of lower revenues and unfavorable product mix and higher manufacturing spending, which includes costs from tariffs. Our GAAP operating expenses were $60,600,000 for the second quarter as compared to $61,300,000 in the first quarter. Non GAAP operating expenses for the second quarter were $52,500,000 or 26.8% of revenues as compared with $50,200,000 or 29.3% of revenues in Q1.

[Shai Shahar, CFO at FormFactor]

The $2,300,000 increase relates mainly to higher performance based compensation, increased labor costs from higher headcount and annual salary adjustments and increased operating expenses from the new Farmers Branch manufacturing facility we purchased late in the second quarter. Non GAAP expenses for the second quarter included amortization of acquisition related intangibles and depreciation of $9,600,000 $700,000 higher than the first quarter and $9,400,000 for stock based compensation, dollars 400,000.0 lower than the first quarter. GAAP operating income was $12,300,000 for Q2 as compared to the GAAP operating income of 3,300,000 in Q1. Non GAAP operating income for the second quarter was $22,800,000 compared with $16,900,000 in the first quarter, an increase of $6,000,000 or 35.2%. This increase in operating income is due to higher revenues, partially offset by lower gross margins and an increase in operating expenses.

[Shai Shahar, CFO at FormFactor]

GAAP net income for the second quarter was $9,100,000 or $0.12 per fully diluted share compared with a GAAP net income of $6,400,000 or $08 per fully diluted share in the previous quarter. The non GAAP effective tax rate for the second quarter was 16.5%, 1.8 percentage points higher than the 14.7% rate first for quarter. The recent passage of the One Big Beautiful Bill or OBBB provided a permanent repeal of capitalization of R and D expenditures while also lowering foreign derived intangible income or FDII tax benefits. As a result, we now expect an increase in our effective tax rate for the full year to the range of 19% to 23% from the previously communicated range of 14% to 18%. While increasing our effective tax rate and income tax expenses by approximately $2,600,000 for the 2025, this bill reduces our cash taxes for the year by approximately $5,000,000 I will say more about the impact of this new legislation on our Q3 effective tax rate and EPS later in the Q3 outlook section of my remarks.

[Shai Shahar, CFO at FormFactor]

Second quarter non GAAP net income was $21,200,000 or $0.27 per fully diluted share, up from $18,000,000 or $0.23 per fully diluted share in Q1. Moving to the balance sheet and cash flows. We had a negative free cash flow of $47,100,000 in the second quarter compared to a positive $6,300,000 in Q1. The main reasons for the decrease in free cash flows were CapEx $47,700,000 higher than in Q1 due to the $55,000,000 purchase of the Farmers Branch manufacturing facility and operating cash flows that were 4,600,000 lower than in Q1, primarily driven by greater outflows for working capital of $9,300,000 If we exclude the $55,000,000 investment in the Farmers Branch manufacturing facility, free cash flow would have been $8,000,000 or $1,600,000 higher than in Q1. We invested $66,300,000 in capital expenditures during the second quarter compared to $18,600,000 in Q1.

[Shai Shahar, CFO at FormFactor]

As mentioned, the increase was due chiefly to the purchase of the Farmers Branch manufacturing facility. As Mike mentioned, since we purchased the facility last month, we have made excellent progress in executing our planning and pre startup activities. We are currently finalizing our plans and we will provide updates as we continue to make progress. With this purchase and additional related investments we expect to make in the facility, we increased our expected annual CapEx for 2025 from the range of $35,000,000 to $45,000,000 to 110,000,000 to $130,000,000 At quarter end, total cash and investments were $253,000,000 a decrease of $50,000,000 from Q1. The main reason for the decrease was the purchase of the Farmers Branch facility.

[Shai Shahar, CFO at FormFactor]

At the end of the second quarter, we had one term loan with a balance totaling $13,000,000 I also would like to report that yesterday we entered into a new $150,000,000 revolving credit facility agreement. This facility together with more than $250,000,000 on our balance sheet enhances our financial flexibility and provides us with additional liquidity to support our strategic initiatives, working capital needs, and general corporate purposes. During the second quarter, we used $2,400,000 to repurchase shares. At quarter end, 72,600,000.0 remained available for future purchases under the $75,000,000 two year buyback program that was approved and announced in April 2025. Our capital allocation strategy has not changed and our share repurchase program goal is to offset dilution from stock based compensation.

[Shai Shahar, CFO at FormFactor]

Turning to the third quarter non GAAP outlook, we expect Q3 revenues of $200,000,000 plus or minus $5,000,000 with increases in systems and DRAM, including in HBM, and a decrease in Foundry and Logic. This increase in revenues and a more favorable product mix are expected to result in a higher non GAAP gross margin of 40%, plus or minus 150 basis points. This Q3 outlook range includes a one to 1.5 percentage points reduction in gross margins due to the impact of tariffs, assuming tariffs remain at their current level. If the tariffs on goods imported to The U. S.

[Shai Shahar, CFO at FormFactor]

Do increase, a possibility that was indicated by the administration, the impact of the tariffs on our gross margins could increase to 1.5 to two percentage points at the midpoint of our outlook range. As Mike mentioned, we remain committed to our target financial model, which delivers 47% gross margin on $850,000,000 of annual revenue. At the same time, we acknowledge that our recent results and our Q3 outlook are not showing a clear path to achieving the model in the near term. And so we are taking steps to improve margins and make progress towards achieving our target financial model. At the midpoint of these outlook ranges, we expect Q3 operating expenses to be $55,000,000 plus or minus $2,000,000 approximately $2,500,000 higher than Q2, mainly due to additional headcount and a full quarter of expenses related to operating our new manufacturing facility in Farmers Branch.

[Shai Shahar, CFO at FormFactor]

Regarding income taxes, as I mentioned earlier, the passage of OBVB effective retroactively from 01/01/2025 results in an increase in our annual effective tax rate. Our Q3 income tax provision will include a one time catch up for income taxes for the first and second quarters, which will result in an effective tax rate of approximately 31% in Q3. If we exclude the impact of the new tax legislation on the third quarter effective tax rate, it would have been in the previously communicated range. Q4 effective tax rate, which will not have the one time catch up effect of the new tax legislation, is expected to be within the new annual range of 19% to 23%. Non GAAP earnings per fully diluted share for Q3 is expected to be $0.25 plus or minus $04 If we exclude the impact of the new tax legislation, the midpoint of the EPS Q3 outlook range would have been $0.32 A reconciliation of our GAAP to non GAAP Q3 outlook is available on the Investor Relations section of our website and in our press release issued today. With that, let's open the call for questions. Operator?

[Operator]

Certainly. Our first question comes from the line of Brian Chin from Stifel. Your question, please.

[Brian Chin, Director at Stifel Financial Corp]

Hi there. Good afternoon. Thanks for letting us ask a few questions. Maybe firstly, just sorry if I missed this, but how much residual customer or HBM for product cost is still embedded in the third quarter gross margin guide?

[Shai Shahar, CFO at FormFactor]

I'm not sure I understand the question. The residual if you're talking about the ramp up cost?

[Brian Chin, Director at Stifel Financial Corp]

Yes, ramp up cost. Yes. Anything that hasn't already been reflected

[Shai Shahar, CFO at FormFactor]

in Yes. Second is no additional ramp up cost assumed in Q3 for this HCM customer or others.

[Brian Chin, Director at Stifel Financial Corp]

Okay, got it. So you're comfortable that that's behind relative to the product ramps

[Shai Shahar, CFO at FormFactor]

for Correct. The we said in the prepared remarks, we resolved the issue with the customer in the third quarter.

[Brian Chin, Director at Stifel Financial Corp]

Got it. Got it. Maybe just on the broader business trends relative to how you guys talked about third quarter across your markets. Surprise to nobody, but consumer PC phone markets continue to feel somewhat underwhelming. I know you don't want to guide 4Q per se, Mike, but as of today, do you think that trend of higher sequential DRAM systems and lower sequential logicfoundry could persist in the 4Q as well?

[Brian Chin, Director at Stifel Financial Corp]

And any thoughts about how that kind of trend impacts gross margins?

[Michael Slessor, President & CEO at FormFactor]

Yes. So if we look at and we're not going to guide Q4, but if we look at the current trends, clearly, our business and the industry overall is being driven by two fundamental trends. One advanced packaging, the second generative AI, and clearly they're coupled. You know, I think in growing the foundry and logic business, we're also taking the approach of not just waiting for recovery in mobile and PC, but doing qualifications for things like GPUs, the hyperscalers, and custom ASIC. And in fact, there are some contributions of hyperscaler custom ASIC in our second quarter results where we've delivered significant volumes of one of those custom ASIC chips.

[Michael Slessor, President & CEO at FormFactor]

And so I think, I agree with you. The PC and mobile markets remain tepid. I don't think pinning strong Foundry and Logic secular growth on those is a particularly wise move. We did see some second quarter seasonal strength, but shifting our focus to grow the Foundry and Logic business in areas driven by generative AI is where we're putting more and more resources. I think we'll continue to see DRAM grow driven by HBM strength and systems really levered, as I said in my prepared remarks, to co package optics and to some extent quantum computing as that continues to develop.

[Michael Slessor, President & CEO at FormFactor]

All told, that is continues to be a challenging product mix for gross margins, which is why we're taking the steps we outlined in the prepared remarks to improve gross margins and get back on track to our target model 47% level.

[Brian Chin, Director at Stifel Financial Corp]

Got it. And then maybe last question. As you begin to ramp up with your largest customer, HBM four, then presumably with second and third customers, HBM4 as well. Do you see a better that's a way for test intensity, but also maybe a margin potential out of those products? And how significant is that sort of Q2 into Q3?

[Brian Chin, Director at Stifel Financial Corp]

And where do you think that goes in the next couple of quarters as a percent of the HBM business?

[Michael Slessor, President & CEO at FormFactor]

Yes. It's still a pretty balanced demand profile between HBM three and four, but definitely increasing trend on HBM four. And as we said, I think in the last call, we expect that crossover to happen sometime in the latter part of 2025. HBM4 does have, at least for certain test insertions, more challenging test requirements. What we refer to generally is increased test complexity with things like higher speeds, different temperature and scaling ranges.

[Michael Slessor, President & CEO at FormFactor]

So HBM4 does offer the opportunity, at least for some of these high speed insertions for us to deliver more value. And when we do deliver more value, higher yields, higher performance envelope, we do get compensated for that by our customers. So HBM four, at least part of the test insertions, we do expect to have higher ASPs for the high speed cards.

[Brian Chin, Director at Stifel Financial Corp]

Great. Great. Thanks, Mike.

[Operator]

Thank you. Our next question comes from the line of Craig Ellis from B. Riley Securities. Your question, please.

[Craig Ellis, Director - Research at B Riley Financial]

Yes, thanks for taking the question. The first question I wanted to ask is just a follow-up on gross margins to clarify that I've got all the pieces correct. So Shai, for the third quarter 40% guide, there isn't any customer HBM startup costs in there. But did you say there were any headwinds from tariffs? And given the level that we're at, is there anything happening with competitor pricing at these levels or any other one offs that might be adversely affecting gross margin?

[Shai Shahar, CFO at FormFactor]

So I'll say again, yes, we don't expect additional ramp up costs in Q3. So the 40% gross margin assumes no repetitive expenses like we had in Q2. And when it comes to tariffs, what we said is that the 40% assumes one to 1.5 percentage points headwinds from tariffs as they stand today. There are some things that might increase tariffs on August 1 and there are other rules that might be imposed by the government and that's what we say that if these things will actually happen, the headwinds might increase to up to two percentage points. When it comes to competitors' pricing, we don't see significant changes in that and it goes back to Mike's answer on the previous questions.

[Shai Shahar, CFO at FormFactor]

It all depends on the value we deliver to our customers.

[Craig Ellis, Director - Research at B Riley Financial]

Got it. Thank you. And then the second question is for Mike. Mike, I was hoping that you could just step up to a higher level and talk about the business and how it performs toward target model parameters given that that was an emphasis in your commentary. Specifically the question is this, we're only about 7% or 8% from target parameter revenue levels on a run rate basis, but we're 700 basis points away on gross margin.

[Craig Ellis, Director - Research at B Riley Financial]

So if you were to bin out the three or four things that can help us bridge that gross margin gap, How would those prioritize and what would be the relative contribution?

[Michael Slessor, President & CEO at FormFactor]

Yeah, Craig. So I think an absolutely fair observation and one that we tried to point people to in the prepared remarks. We recognize that we're just shy of the revenue levels, at least on a quarterly run rate basis of the model, yet a long way away from the gross margin levels. There is an element of volume that is helpful for gross margin. There's also a variety of different operating cost reductions that we are continuing to execute on.

[Michael Slessor, President & CEO at FormFactor]

I'll remind people that around a year ago, we completely changed organizational structure and have brought in some very talented people from the outside with strong semiconductor experience. We're now gaining momentum in improving our operations and lowering our operating costs. And so there's some short term elements there as well. And then finally, the initiatives around growing our Foundry and Logic market share with things like GPU qualifications, with things like addressing the hyperscaler custom AI business, as we continue to see a pretty lackluster PC and mobile environment. Those are roughly all three equal components as we think about bridging our way back up to the 47% of the target model at $850,000,000 in revenue.

[Craig Ellis, Director - Research at B Riley Financial]

That's really helpful. Thanks, guys.

[Michael Slessor, President & CEO at FormFactor]

Yep.

[Operator]

Thank you. And our next question comes from the line of Tom Diffely from D. A. Davidson. Your question, please.

[Tom Diffely, Director - Institutional Research at D.A. Davidson Companies]

Yes. Good afternoon. Thanks for the questions. Maybe for Shay, when you look at the ramping of the new facility in Texas, what do you think the impact will be if any on the P and L over the next few quarters? And then once up and running, what is the what do you think the long term impact or benefit to margins will be?

[Shai Shahar, CFO at FormFactor]

Yeah. So we acquired this facility about a little over a month ago, right? We're still working on our plans and it's been only a few weeks since we closed it. We will provide updates as we make progress and as I said in the prepared remarks. One of the reasons I think it's a good reminder that we acquired this manufacturing facility is that it is located in a lower cost region.

[Shai Shahar, CFO at FormFactor]

And so, we are committed to the target model. Farmers Branch facility is part of our medium term process as we expect lower cost of operations in that region, including environmental related costs, labor costs, and also, as I said in the prepared remarks as well, we are seeking state and local incentives which would lower our cost as well.

[Tom Diffely, Director - Institutional Research at D.A. Davidson Companies]

But we won't see an impact on the P and L until after it's up and running?

[Shai Shahar, CFO at FormFactor]

We will provide an update on that as we make more progress.

[Tom Diffely, Director - Institutional Research at D.A. Davidson Companies]

Okay. And then getting back to the the start up costs, would you expect to see start up costs at some point down the road for your third high bandwidth memory customer?

[Michael Slessor, President & CEO at FormFactor]

Tom, it's Mike. I'll answer that one. You know, I think that the headline for the the second quarter results and what we're trying to convey is we're now shipping in volume to all three major HVM providers. They've all been customers for many years, primarily on commodity DRAM, but we're now qualified in shipping in volume. You know, the issue with one customer in the second quarter was really associated with a single design.

[Michael Slessor, President & CEO at FormFactor]

And as you know, probe cards are consumables specific to each chip design. In customizing our architecture to meet that specific design at this customer, our engineering team made a choice that we had to go back and change. We couldn't reach one of the critical specifications for that customer. And that's sort of the fundamental root cause and reason for this charge in the quarter we're calling a startup cost. We don't see anything like that at that customer with other designs or with any other customer.

[Michael Slessor, President & CEO at FormFactor]

The issue has been resolved. Unfortunately, it did have a gross margin impact, But as we continue to build share at those other two, HBM manufacturers, we don't see anything more like this. It's part of ramping up and learning some of the subtleties of delivering into a specific application with each customer. But now that we're a volume with all three of them, I don't expect and have resolved the specific issue associated with that one design, I don't expect anything else like this to come along.

[Tom Diffely, Director - Institutional Research at D.A. Davidson Companies]

Okay. Great. Thank you.

[Operator]

Thank you. And our next question comes from the line of Charles Hague from Needham and Company. Your question, please.

[Charles Shi, MD - Senior Analyst at Needham & Company]

Hi, Mike. Thanks for taking my question. I'm actually viewing the ramp up cost issue that happened in Q2 with another HCM customer. Probably I see that as a good problem to have. To me, it feels like you guys are more deeply involved in that particular customer's ramp.

[Charles Shi, MD - Senior Analyst at Needham & Company]

So if I go back to maybe like one year ish or maybe a little bit longer, I thought that you guys initially had a pretty low market share assumptions with that particular customer. But how are things being involved? And let's say, compared with your the HCM leader, the market share you have there, how is your market share at this particular customer being? Is it actually getting closer to the market share you have as a leader? Or any way you can quantify that would be great for us to think about your HVM ramp going into the future. Thanks.

[Michael Slessor, President & CEO at FormFactor]

Got it. Well, appreciate the glass is half full approach to the ramp up costs issue. Obviously we aspire to execute more cleanly than that both for our financial results and in delivering to our customers. But nonetheless, is indication of strong participation in a second customer's HBM4 ramps. I'd say we've got a lot of share opportunity there, right?

[Michael Slessor, President & CEO at FormFactor]

If I contrast it to our number one customer, where we have a very strong share position based on a strong historical partnership with that customer that goes back essentially decades, as well as some great collaboration on aligning our technology roadmaps, that's a very strong share position. And as I've said in the past, I don't expect to duplicate that share position at the other two DRAM manufacturers. Having said that, if you want to view an entitlement share position as maybe a fiftyfifty split, we're a long way from there. So that opportunity is in front of us. We definitely need to improve our execution as we've shown, and we need to increase our capacity, which is part of the optimization we're doing in our existing footprint, but is also longer term behind us deploying our balance sheet to buy the Farmers Branch facility and begin to ramp it up.

[Charles Shi, MD - Senior Analyst at Needham & Company]

Thanks, Mike. Maybe another question.

[Charles Shi, MD - Senior Analyst at Needham & Company]

I think it wasn't really being addressed anymore. Your microprocessor company, the customer, microprocessor customer, they are going through quite a lot of restructuring recently, restructuring, cost cutting, probably a lot of rethink of how they're going to do manufacturing, how they're going to do a product development, etcetera. I don't think you actually mentioned about the revenue trend for that particular customer. It was nice to see that customer's contribution actually went up in Q2. But what's the thoughts going forward from here and especially the implication from the restructuring that is currently underway?

[Charles Shi, MD - Senior Analyst at Needham & Company]

What will be the implication based on what you see today? Thanks.

[Michael Slessor, President & CEO at FormFactor]

Yeah. Well, obviously there is a lot going on at that customer. If we look at what we're executing to now and the dialogue between the companies, there's been no significant change. But obviously you see some revenue volatility in our results with that customer. And I don't think that's a reflection of any kind of share volatility.

[Michael Slessor, President & CEO at FormFactor]

I think that's a reflection of changes in programs, changes in priorities and changes in demand. Longer term, if I back out a little bit, this is why it's so important for us to continue to make progress around our strategy of being a supplier to all the leading customers in the industry. They're all going to go through headwinds and tailwinds and ups and downs. And we wanna make sure that we're a supplier to all the major customers in the industry so that we're somewhat insulated or at least buffered from these ups and downs of an individual customer. It's why it's so important for us to be now shipping in volume to all three major HBM providers.

[Michael Slessor, President & CEO at FormFactor]

It's also why it's important that we continue to make progress and we have made progress in the second quarter on qualifying and shipping in volume with the large fabless microprocessor company. So different elements, no big change on the ground with that customer, but certainly many different scenarios which could be either positive or negative. But we're working hard to insulate ourselves by making sure we're exposed to the alternative demand streams.

[Charles Shi, MD - Senior Analyst at Needham & Company]

Thanks, Mike. That's all for me.

[Operator]

Thank you. And our next question comes from the line of David Dooley from Steelhead Securities. Your question, please.

[David Duley, Managing Principal at Steelhead Securities]

Thank you for taking my questions. I was wondering, first off, if you could just talk a little bit about what you might expect from the hyperscaler customers or the GPU customers in the second half of the calendar year. You talked about having some, I think hyperscale revenue in the quarter that just ended. I'm wondering if we're going to start to see the GPU guys use advanced probe cards and what the qualifications are scheduling are around that. And you know, are you seeing also, you know, the other area of excitement for some companies is the networking segment.

[David Duley, Managing Principal at Steelhead Securities]

I'm just wondering what you're seeing in these AI markets in the third and fourth quarter.

[Michael Slessor, President & CEO at FormFactor]

Yep.

[Michael Slessor, President & CEO at FormFactor]

So if we look at let me start with the hyperscalers and then we'll move to the GPU piece. I think we've got pretty good exposure overall to networking. Although for us, it's not the biggest business. You know, some of these higher volume, high test intensity markets like the GPUs and the custom ASICs really are where we see the biggest probe card opportunity. So having said that, we did have a nice contribution, a multimillion dollar contribution in the second quarter from one of the hyperscalers and custom ASICs, where we delivered one of our advanced probe card technologies to test one of their custom ASICs.

[Michael Slessor, President & CEO at FormFactor]

We continue to focus on what really is a new segment and application space for the industry, right? A lot of these hyperscalers are launching their own chip design and chip test teams. And that's a new activity where us and other members of the test ecosystem are focusing a lot of our application engineering and R and D resources. So seeing some nice progress there. On the GPU front, we are continuing to make progress at qualifying for GPU testing primarily through the foundries.

[Michael Slessor, President & CEO at FormFactor]

As the foundries are responsible for both the wafer sort and then the eventual advanced packaging associated with this. There has been adoption by the large GPU manufacturer of advanced probe cards. Unfortunately, that went to our competitor first. And I think if you follow them, you understand that, but we're rapidly catching up and qualifying and now moving into a phase of volume pilot production where we expect to generate revenue around that application from that customer in the second half.

[David Duley, Managing Principal at Steelhead Securities]

Okay. And then I'm little bit curious as to, with a flat outlook in Q3 to the Q2 revenue, why you would be bringing on additional capacity in Texas? I understand it's lower cost, but maybe help us understand what your capacity utilization rate is at your current facilities and what the thinking is of buying another facility with obviously, I think people expect more growth from you guys, but is there a reason you bought Texas now or what's the rationale? Thanks.

[Michael Slessor, President & CEO at FormFactor]

Yeah. And I got to paint a longer term picture for you because I agree. Right? If you could bring capacity online instantaneously, you wouldn't really do it now with a flat outlook. But if I look at our prospects longer term, and let me paint a much longer term or multi year opportunity for you.

[Michael Slessor, President & CEO at FormFactor]

If you look at the overall industry, I think most consensus forecasts have the semiconductor industry growing to a trillion dollars sometime early in the next decade. So five ish years out. If we look at our markets, you've seen them grow faster than the industry. Test intensity is going up and HBM's a great example where HBM test intensity, basically 1% of HBM revenues are spent back on probe cards. That's a significant step up from the industry average.

[Michael Slessor, President & CEO at FormFactor]

And so if we put that math together with even some modest share gain aspirations for us, it's not too hard to see doubling the size of FormFactor. And we need to have capacity in place. It takes a while to do these things. The purchase of Farmers Branch was motivated by a couple of things, certainly that long term opportunity, but also it's kind of a perfect fit for us. And there were a handful of facilities like this.

[Michael Slessor, President & CEO at FormFactor]

And by handful, mean two in The US that were the right size equipped with the right facilities, the right clean room capabilities. So this was really an opportunistic buy for us to get us the optionality and future capacity in place that we're gonna need, arguably 2026, 2027. But you've gotta start that now if you're going to be executing and qualified with that facility with our key customers over that time frame.

[David Duley, Managing Principal at Steelhead Securities]

Okay. And I'm going to take one other shot at the second half revenue kind of levels. I know you don't want to guide to Q4, but is there any reason to expect that the current HBM ramp that we're seeing at the two major customers who are part of your customer mix would slow down for any reason in the near term given what we've heard from their big customers and the hyperscalers. I mean, it just seems so, anyway, I'd love your commentary there.

[Michael Slessor, President & CEO at FormFactor]

That's right. And, again, I wanna reemphasize that we are shipping in volume to all three shipping h b m three card, HBM probe cards to all three major DRAM manufacturers. So we're beginning to diversify that business. But we also took pains to point out that there is gonna be some quarter to quarter volatility. The direction is clear, right?

[Michael Slessor, President & CEO at FormFactor]

The investments by the hyperscalers, the increased DRAM bit intensity associated with HBM coupling to the GPUs, it's clear that that's a strong growth market and we expect that business to grow. But even as you've seen through the HBM three to three now into four trajectory, where our revenue was dominated by a single customer, the leader, there's some volatility in there. So no question, the long term trend line is up. That doesn't mean every quarter is going to be sequentially up. I'm hoping and expecting that, you know, as we bring all three HCM customers on and their share balances a little bit, that that'll diversify the business some and smooth things out.

[Michael Slessor, President & CEO at FormFactor]

But the secular growth in HBM is something we completely agree with. It's part of the reason why we're making some of these investments in capacity like Farmers Branch and improving our overall outputs and yields.

[David Duley, Managing Principal at Steelhead Securities]

Thank you.

[Michael Slessor, President & CEO at FormFactor]

Thanks, Dave.

[Operator]

Thank you. And as a reminder, ladies and gentlemen, if you do have a question, please press 11 on your telephone. Our next question comes from the line of Christian Schwab from Craig Hallum Capital. Your question please.

[Christian Schwab, Senior Research Analyst at Craig-Hallum Capital Group LLC]

Hey, great. Most of my questions have been asked, but just a follow-up on the hyperscaler GPU custom ASIC business. You know, it's you know, it's good to do a few million dollars, know, in the most recent quarter, but it's kind of an initiative, to help grow foundry and logic and and improve gross margins and aggregate for the company. I mean, how long of a time frame do you expect that to be more of a significant contributor in scale number?

[Michael Slessor, President & CEO at FormFactor]

Yeah. Think it's a great question and one that we're debating internally because there's clearly some different cross currency in what GPUs are gonna be used for, what merchant GPUs are gonna be used for, what custom ASICs are gonna be used for. But I think as we look into the latter part of 2025 and into 2026, we're working hard to make sure we're exposed to both of those trends. I updated you on the GPU call, gave you some updates on the hyperscaler piece. To large extent, our business in the hyperscaler custom ASIC is going to depend on the success of their product roadmaps.

[Michael Slessor, President & CEO at FormFactor]

And I think a lot of that is still a to be determined state. Having said that, it is a great opportunity to potentially diversify the Foundry and Logic business further and move its demand drivers away from things like PC and mobile, which seem to be stuck in pretty unexciting growth times.

[Christian Schwab, Senior Research Analyst at Craig-Hallum Capital Group LLC]

Great. No other questions. Thanks.

[Michael Slessor, President & CEO at FormFactor]

Thanks, Christian.

[Operator]

Thank you. And our next question comes from the line of Gus Richard from Northland Capital Markets. Your question please.

[Gus Richard, Managing Director at Northland Capital Markets]

Yes, thanks for taking the question. Just on the tariffs, 1.5% is a reasonably good size impact. And I'm just wondering, first of all, is it your imported raw materials? And then if that's the case, what can you guys do to diversify your supply chain to minimize the impact?

[Shai Shahar, CFO at FormFactor]

Yes, you're right, Gus. This is a significant impact on our gross margins. It's because we are importing goods into The US. So, what we do in response is, you know, we are working closely with our vendors on different scenarios. It's really on a case by case basis.

[Shai Shahar, CFO at FormFactor]

But as we said in the previous earnings call, we are taking kind of wait and see approach as we evaluate various tariff scenarios before committing to any significant change to our manufacturing footprint and our supply chain. And we're also looking into maybe getting drawbacks options, but we need to keep in mind the semiconductor supply chain is complex and we are developing our supply chain to mitigate the impacts of the tariffs as much as possible while acknowledging the negative impact on the gross margin as a result of the tariffs under the different scenarios.

[Gus Richard, Managing Director at Northland Capital Markets]

Got it. And then, my follow-up is on silicon photonics. I think in the second half we should be entering into pilot production, at least in some programs. And I was just wondering if you could give us a little bit of a status on where those ramps are and where those pilot programs are.

[Michael Slessor, President & CEO at FormFactor]

Yeah. I touched on it in the prepared remarks. We now have multiple systems installed that are indeed involved in pilot production, primarily at the foundry for our large driver customer. The work now is really on making sure this technology is hardened and ready for high volume production as we move into 2026. So we've got multiple tools running production levels they've never run at before, right?

[Michael Slessor, President & CEO at FormFactor]

Pilot production levels though with one or two designs. But really a lot of the work and investment going on right now, both by us, our customers and our partners, is to make sure that we're all ready for what's anticipated to be a significant ramp as we move into 2026. As you probably know, you know, CPO is one of the more compelling Silicon photonics and co package optics or CPO. One of the more compelling ways to reduce data center energy consumption, which I think in any reasonable scenario is gonna start to turn out to be the limiter in AI growth. You just can't get the power for data centers, to to build out.

[Michael Slessor, President & CEO at FormFactor]

And so I think solving helping solve this part of the equation of actual energy consumption, power usage of the data center is a pretty exciting place for us to be.

[Gus Richard, Managing Director at Northland Capital Markets]

Got it. Alright. Very good. Thank you so much.

[Michael Slessor, President & CEO at FormFactor]

Thanks, Gus.

[Shai Shahar, CFO at FormFactor]

Thank you.

[Operator]

Thank you. This does conclude the question and answer session of today's program. I'd like to hand the program back to Mike Fleisher for any further remarks.

[Michael Slessor, President & CEO at FormFactor]

Thanks for joining us today. If you take a look on our Investor Relations Web site, we're doing several conferences in late August and the September, and we'd hope to see you there. Until then, take care.

[Operator]

Thank you, ladies and gentlemen, for your participation in today's conference. This does conclude the program. You may now disconnect. Good day.

Participants

Executives

• Stan Finkelstein, VP - IR & Treasurer
• Michael Slessor, President & CEO
• Shai Shahar, CFO

Analysts

• Brian Chin, Director at Stifel Financial Corp
• Craig Ellis, Director - Research at B Riley Financial
• Tom Diffely, Director - Institutional Research at D.A. Davidson Companies
• Charles Shi, MD - Senior Analyst at Needham & Company
• David Duley, Managing Principal at Steelhead Securities
• Christian Schwab, Senior Research Analyst at Craig-Hallum Capital Group LLC
• Gus Richard, Managing Director at Northland Capital Markets