Core Viewpoint - FormFactor's Q2 earnings report did not meet investor expectations, but the overall assessment of the report is not entirely negative [1]. Financial Performance - The earnings report indicates that the company is facing challenges, but specific financial metrics and performance details are not provided in the text [1]. Investment Perspective - The analysis suggests a long-term investment horizon of 5-10 years, emphasizing a portfolio that includes a mix of growth, value, and dividend-paying stocks, with a focus on value [1].

Group 1: Earnings Performance - FormFactor reported quarterly earnings of $0.27 per share, missing the Zacks Consensus Estimate of $0.30 per share, and down from $0.35 per share a year ago, representing an earnings surprise of -10.00% [1] - The company posted revenues of $195.8 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 2.87%, but down from year-ago revenues of $197.47 million [2] - Over the last four quarters, FormFactor has surpassed consensus EPS estimates two times and topped consensus revenue estimates three times [2] Group 2: Stock Performance and Outlook - FormFactor shares have lost about 21.1% since the beginning of the year, while the S&P 500 has gained 8.3% [3] - The company's earnings outlook is crucial for investors, as it includes current consensus earnings expectations for upcoming quarters and any recent changes to these expectations [4] - The current consensus EPS estimate for the coming quarter is $0.34 on revenues of $199.13 million, and for the current fiscal year, it is $1.20 on revenues of $763.63 million [7] Group 3: Industry Context - The Electronics - Semiconductors industry, to which FormFactor belongs, is currently in the top 28% of over 250 Zacks industries, indicating a favorable industry outlook [8] - Empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can impact FormFactor's stock performance [5] - The Zacks Rank for FormFactor is currently 3 (Hold), suggesting that the shares are expected to perform in line with the market in the near future [6]

Financial Data and Key Metrics Changes - The company reported Q2 revenues of $195.8 million, exceeding the high end of the outlook range, with a 14.3% increase from Q1 and a 0.8% decrease year-over-year from Q2 2024 [14][21] - Non-GAAP gross margin for Q2 was 38.5%, at the low end of the range, and decreased from 39.2% in Q1 [16][18] - Non-GAAP operating income for Q2 was $22.8 million, a 35.2% increase from Q1, driven by higher revenues [19] - GAAP net income for Q2 was $9.1 million, or $0.12 per diluted share, compared to $6.4 million, or $0.08 per diluted share in Q1 [20] Business Line Data and Key Metrics Changes - Probe card segment revenues were $162.1 million in Q2, an 18.7% increase from Q1, driven by higher revenues in all markets, particularly Foundry and Logic and DRAM [14][15] - Foundry and Logic revenues increased to $100 million in Q2, a 16.7% increase from Q1, comprising 50.8% of total revenues [15] - DRAM revenues were $57.1 million in Q2, a 16.8% increase from Q1, with HBM revenues rising from $29.5 million in Q1 to $37 million in Q2 [15][16] - Systems segment revenues decreased to $33.7 million in Q2, down from $34.8 million in Q1, comprising 17.2% of total revenues [16] Market Data and Key Metrics Changes - The company continues to strengthen its leadership position in HBM probe cards, with expected growth in both HBM and DRAM overall [9] - The Foundry and Logic probe card market saw seasonal strength in Q2, but a moderate reduction in demand is expected in Q3 [10] - The company was recognized as the number one global supplier in both test subsystems and focused chip-making equipment categories in the annual Tech Insights 2025 Global Customer Satisfaction Survey [11] Company Strategy and Development Direction - The company is focused on advanced packaging and generative AI as key growth drivers, with expectations of semiconductor industry growth to a trillion dollars by the early next decade [5][6] - Strategic investments include a minority equity investment in FICT and the acquisition of a manufacturing facility in Farmers Branch, Texas, aimed at improving competitiveness and profitability [8][13] - The company aims to achieve a target financial model of 47% gross margin on $850 million of annual revenue, acknowledging recent performance has not demonstrated a clear path to that level [13][26] Management's Comments on Operating Environment and Future Outlook - Management acknowledged that recent financial results, particularly gross margins, have not reflected the company's market leadership position, attributing this to product mix shifts and operational cost increases [7] - The company expects Q3 revenues of approximately $200 million, with a higher gross margin of around 40%, despite potential tariff impacts [24][25] - Management emphasized the importance of diversifying customer exposure to mitigate risks associated with individual customer volatility [62] Other Important Information - The company experienced a negative free cash flow of $47.1 million in Q2, primarily due to capital expenditures related to the Farmers Branch facility [21][22] - Total cash and investments at the end of Q2 were $253 million, a decrease of $50 million from Q1, largely due to the facility purchase [22] - The company has entered into a new $150 million revolving credit facility agreement to enhance financial flexibility [23] Q&A Session Summary Question: What is the residual customer ramp-up cost embedded in the Q3 gross margin guide? - Management confirmed no additional ramp-up costs are assumed in Q3 for the HBM customer [29][30] Question: Will the trend of higher sequential DRAM systems and lower sequential logic/foundry persist into Q4? - Management noted that while the PC and mobile markets remain weak, they are focusing on growth in areas driven by generative AI and advanced packaging [31][33] Question: What are the key factors that can help bridge the gross margin gap to target levels? - Management identified volume growth, operational cost reductions, and expanding Foundry and Logic market share as key components to improve gross margins [42][44] Question: What impact will the new Texas facility have on the P&L? - Management indicated that the facility is expected to lower operational costs in the long term, but immediate impacts on the P&L will be assessed as progress is made [48][49] Question: What is the status of the hyperscaler and GPU customer contributions? - Management reported progress in qualifying for GPU testing and noted contributions from hyperscaler custom ASICs in Q2, with expectations for revenue growth in the second half [70][72]

Financial Data and Key Metrics Changes - The company reported Q2 revenues of $195.8 million, exceeding the high end of the outlook range, with a 14.3% increase from Q1 and a 0.8% decrease year-over-year from Q2 2024 [15][16] - Non-GAAP gross margin for Q2 was 38.5%, down from 39.2% in Q1, primarily due to lower margins in the Systems segment and increased manufacturing costs [17][19] - Non-GAAP operating income for Q2 was $22.8 million, a 35.2% increase from Q1, driven by higher revenues despite lower gross margins [21] - GAAP net income for Q2 was $9.1 million, or $0.12 per diluted share, compared to $6.4 million, or $0.08 per diluted share in Q1 [22] Business Line Data and Key Metrics Changes - Probe card segment revenues were $162.1 million in Q2, an 18.7% increase from Q1, with significant growth in Foundry and Logic and DRAM markets [15][16] - Foundry and Logic revenues increased to $100 million in Q2, a 16.7% increase from Q1, representing 50.8% of total company revenues [16] - DRAM revenues were $57.1 million in Q2, up 16.8% from Q1, with HBM revenues increasing from $29.5 million in Q1 to $37 million in Q2 [16][18] - Systems segment revenues decreased to $33.7 million in Q2, down from $34.8 million in Q1, comprising 17.2% of total revenues [17] Market Data and Key Metrics Changes - The company continues to strengthen its leadership position in the HBM probe card market, with expectations of continued growth in both HBM and DRAM [9][10] - The Foundry and Logic probe card market saw seasonal strength in Q2, but a moderate reduction in demand is expected in Q3 [10][11] - The Systems segment is driven by advancements in co-package optics and quantum computing, with pilot production systems running for primary customers [12] Company Strategy and Development Direction - The company is focused on advanced packaging and generative AI as key growth drivers, positioning itself as a leading supplier of probe cards and systems [5][6] - Strategic investments include a minority equity investment in FICT and the acquisition of a manufacturing facility in Texas to enhance competitiveness and lower operational costs [7][8] - The company aims to achieve a target financial model of 47% gross margin on $850 million of annual revenue, acknowledging recent performance has not met this target [13][27] Management's Comments on Operating Environment and Future Outlook - Management acknowledged that recent financial results, particularly gross margins, have not reflected the company's market leadership, attributing this to product mix shifts and operational cost increases [6][27] - The company expects Q3 revenues to be around $200 million, with a higher gross margin of approximately 40%, despite potential tariff impacts [26][27] - Management remains optimistic about long-term growth prospects in the semiconductor industry, projecting significant growth driven by advanced packaging and generative AI [5][79] Other Important Information - The company experienced a negative free cash flow of $47.1 million in Q2, primarily due to capital expenditures related to the Texas facility acquisition [23][24] - Total cash and investments at the end of Q2 were $253 million, a decrease of $50 million from Q1, largely due to the facility purchase [24][25] - The company has entered into a new $150 million revolving credit facility to enhance financial flexibility [25] Q&A Session Summary Question: How much residual customer or HBM product cost is still embedded in the third quarter gross margin guide? - Management confirmed no additional ramp-up costs are assumed in Q3 for the HBM customer [30][31] Question: Do you think the trend of higher sequential DRAM systems and lower sequential logic/foundry could persist in Q4? - Management indicated that while the PC and mobile markets remain weak, they are focusing on growth in areas driven by generative AI and custom ASICs [32][34] Question: What impact will the new facility in Texas have on the P&L over the next few quarters? - Management stated that the facility is expected to lower operational costs in the medium term, but no immediate impact on the P&L is anticipated until it is operational [48][50] Question: What is the expected contribution from hyperscaler and GPU customers in the second half of the year? - Management noted that there has been progress in qualifying for GPU testing and expects revenue contributions from hyperscalers and custom ASICs in the second half [74][75] Question: What are the expected impacts of tariffs on gross margins? - Management acknowledged that tariffs are expected to have a significant impact on gross margins, with ongoing efforts to mitigate these effects [94][95]

Company Overview - FormFactor has a global presence with approximately 2,200 employees and manufactures over 115 million MEMS probes annually[7] - The company's trailing twelve months (TTM) revenue as of June 28, 2025, was $765 million[7] Financial Performance - In 2024, FormFactor's revenue was $764 million, non-GAAP EPS was $1.15, and free cash flow was $83 million[20] - The company's target model aims for $850 million in revenue, a non-GAAP gross margin of 47%, and non-GAAP diluted earnings per share of $2.00[90] Market Position and Growth - The advanced probe card market is estimated to be $2.6 billion in 2027[83] - FormFactor is targeting above-market growth in engineering systems, aiming for a 5%+ CAGR compared to the market's 3% CAGR[86] Industry Recognition - FormFactor was named the 1 global supplier in Test Subsystems and Focused Chip Making Equipment in TechInsights' 2025 customer satisfaction survey[25] - Intel recognized FormFactor with the 2024 EPIC Distinguished Supplier Award[35] Recent Financial Results - In Q1 2025, FormFactor's revenue was $171.4 million, with a gross margin of 39.2% and diluted EPS of $0.23[109] - In Q2 2025, revenue reached $195.8 million, but gross margin was 38.5% and diluted EPS was $0.27[109]

[Credit Agreement Overview](index=1&type=section&id=Credit%20Agreement%20Overview) This section introduces the parties, facility amount, and effective date of the credit agreement [Parties and Facility](index=1&type=section&id=Parties%20and%20Facility) This Credit Agreement, dated July 29, 2025, is established for FORMFACTOR, INC. as the Borrower, with Wells Fargo Bank, National Association serving as the Administrative Agent, Swingline Lender, and an Issuing Lender. The agreement provides for a credit facility of $150,000,000 Credit Agreement Details | Role | Entity | Amount | Date | | :--- | :--- | :--- | :--- | | **Borrower** | FORMFACTOR, INC. | $150,000,000 | July 29, 2025 | | **Administrative Agent** | WELLS FARGO BANK, NATIONAL ASSOCIATION | | | | **Sole Lead Arranger** | WELLS FARGO SECURITIES, LLC | | | [Article I: Definitions](index=9&type=section&id=Article%20I%20DEFINITIONS) This article provides comprehensive definitions for key terms, financial metrics, and accounting principles governing the credit agreement [Section 1.1: Definitions](index=9&type=section&id=SECTION%201.1%20Definitions) This section provides comprehensive definitions for the key terms used throughout the credit agreement. It establishes the meanings of financial metrics, legal terms, and operational concepts that govern the facility. Key definitions include the calculation of the Applicable Margin based on the Consolidated Total Net Leverage Ratio, the total Revolving Credit Commitment, and the facility's maturity date Applicable Margin Pricing Grid | Pricing Level | Consolidated Total Net Leverage Ratio | Term SOFR + | Base Rate + | Commitment Fee | | :--- | :--- | :--- | :--- | :--- | | I | Less than 1.00 to 1.00 | 1.125% | 0.125% | 0.150% | | II | ≥ 1.00 to 1.00, but < 2.00 to 1.00 | 1.250% | 0.250% | 0.175% | | III | ≥ 2.00 to 1.00, but < 3.00 to 1.00 | 1.500% | 0.500% | 0.200% | | IV | ≥ 3.00 to 1.00 | 1.750% | 0.750% | 0.250% | - The aggregate Revolving Credit Commitment on the Closing Date is **$150,000,000**[230](index=230&type=chunk) - The Revolving Credit Maturity Date is July 29, 2030, unless terminated earlier under the agreement's terms[234](index=234&type=chunk) - The Threshold Amount for various covenants and default triggers is set at **$20,000,000**[267](index=267&type=chunk) [Section 1.3: Accounting Terms](index=49&type=section&id=SECTION%201.3%20Accounting%20Terms) This section stipulates that all accounting terms will be construed in accordance with U.S. GAAP, applied consistently. It specifies that for covenant compliance, Indebtedness will be carried at 100% of its principal amount, disregarding certain accounting standards like FASB ASC 825 and 470-20. It also clarifies that obligations treated as operating leases prior to FASB ASC 842 will continue to be treated as such for financial calculations under this agreement - All financial data and calculations must conform to GAAP, applied on a consistent basis[282](index=282&type=chunk) - For covenant purposes, Indebtedness is calculated at **100%** of its outstanding principal amount, ignoring the effects of FASB ASC 825 and FASB ASC 470-20[282](index=282&type=chunk) - Leases that were classified as operating leases before the adoption of FASB ASC 842 will continue to be treated as operating leases for all financial definitions and calculations in this agreement[284](index=284&type=chunk) [Section 1.10: Limited Condition Acquisitions](index=50&type=section&id=SECTION%201.10%20Limited%20Condition%20Acquisitions) This section outlines specific provisions for Limited Condition Acquisitions (LCAs), which are acquisitions not conditioned on obtaining third-party financing. For LCAs, compliance with certain conditions, such as the absence of defaults and the accuracy of representations, is tested at the time the definitive acquisition agreement is signed (the "LCA Test Date") rather than at the closing of the acquisition. This provides greater certainty of financing for such transactions - For a Limited Condition Acquisition, the absence of a Default or Event of Default is tested at the time the definitive acquisition agreement is executed (LCA Test Date), not at closing[292](index=292&type=chunk) - Financial ratio tests and other conditions related to the incurrence of debt for an LCA are also tested as of the LCA Test Date on a Pro Forma Basis[292](index=292&type=chunk) [Article II: Revolving Credit Facility](index=52&type=section&id=Article%20II%20REVOLVING%20CREDIT%20FACILITY) This article details the terms for revolving credit loans, including borrowing, repayment, and the Swingline Loan sub-facility [Section 2.1: Revolving Credit Loans](index=52&type=section&id=SECTION%202.1%20Revolving%20Credit%20Loans) This section establishes the revolving credit facility, allowing the Borrower to borrow, repay, and reborrow Revolving Credit Loans in Dollars up to the Revolving Credit Commitment of $150,000,000. The facility is available from the Closing Date until the Revolving Credit Maturity Date, subject to the terms and conditions of the agreement - Each Revolving Credit Lender agrees to make loans to the Borrower up to its pro-rata share of the total Revolving Credit Commitment[297](index=297&type=chunk) - Total outstanding Revolving Credit Outstandings cannot exceed the Revolving Credit Commitment (**$150,000,000**)[297](index=297&type=chunk)[230](index=230&type=chunk) [Section 2.2: Swingline Loans](index=52&type=section&id=SECTION%202.2%20Swingline%20Loans) This section details the Swingline Loan facility, a sub-facility of the revolving credit line provided by the Swingline Lender for short-term borrowing needs. The aggregate principal amount of outstanding Swingline Loans cannot exceed the Swingline Commitment of $10,000,000. These loans can be refunded by Revolving Credit Loans made by all Revolving Credit Lenders on a pro-rata basis - The Swingline Lender agrees to make Swingline Loans up to an aggregate principal amount not to exceed the Swingline Commitment[299](index=299&type=chunk) - The Swingline Commitment is the lesser of **$10,000,000** and the aggregate Revolving Credit Commitments[255](index=255&type=chunk) - The Swingline Lender can, at its discretion, request that Revolving Credit Lenders fund their pro-rata share of outstanding Swingline Loans by making a Revolving Credit Loan[300](index=300&type=chunk) [Section 2.4: Repayment and Prepayment of Revolving Credit and Swingline Loans](index=55&type=section&id=SECTION%202.4%20Repayment%20and%20Prepayment%20of%20Revolving%20Credit%20and%20Swingline%20Loans) This section outlines the repayment and prepayment terms for loans under the revolving credit facility. All outstanding principal and accrued interest on Revolving Credit Loans are due on the Revolving Credit Maturity Date. Mandatory prepayments are required if total outstandings exceed the commitment. The Borrower also has the option to prepay loans in whole or in part at any time without penalty, subject to notice requirements and potential break-funding costs for SOFR Loans - The Borrower must repay all outstanding Revolving Credit Loans in full on the Revolving Credit Maturity Date[310](index=310&type=chunk) - A mandatory prepayment is triggered if the total Revolving Credit Outstandings exceed the Revolving Credit Commitment[311](index=311&type=chunk) - Optional prepayments are permitted at any time without premium or penalty, but prepaying a SOFR Loan before the end of its Interest Period may incur costs as per Section 4.9[312](index=312&type=chunk)[314](index=314&type=chunk) [Article III: Letter of Credit Facility](index=57&type=section&id=Article%20III%20LETTER%20OF%20CREDIT%20FACILITY) This article outlines the terms for the Letter of Credit facility, including issuance, commissions, and reimbursement obligations [Section 3.1: L/C Facility](index=57&type=section&id=SECTION%203.1%20L/C%20Facility) This section establishes a Letter of Credit (L/C) facility as a sub-facility of the Revolving Credit Commitments. Issuing Lenders agree to issue standby Letters of Credit for the account of the Borrower or its subsidiaries. The total outstanding L/C Obligations are capped by the L/C Sublimit, and each L/C must expire no later than five business days before the Revolving Credit Maturity Date - The L/C Sublimit is the lesser of **$10,000,000** and the aggregate Revolving Credit Commitments[167](index=167&type=chunk)[319](index=319&type=chunk) - Letters of Credit cannot be issued if the total L/C Obligations would exceed the L/C Sublimit or if the total Revolving Credit Outstandings would exceed the Revolving Credit Commitment[319](index=319&type=chunk) - Each Letter of Credit must expire no later than the fifth business day prior to the Revolving Credit Maturity Date[319](index=319&type=chunk) [Section 3.3: Commissions and Other Charges](index=58&type=section&id=SECTION%203.3%20Commissions%20and%20Other%20Charges) This section specifies the fees associated with the Letter of Credit facility. The Borrower is required to pay a letter of credit commission to the Administrative Agent for the benefit of the L/C Participants, calculated based on the Applicable Margin for SOFR Loans. Additionally, the Borrower must pay a separate issuance fee directly to the issuing bank and reimburse any other customary administrative charges - A letter of credit commission is payable quarterly, calculated as the daily available amount under each L/C multiplied by the Applicable Margin for SOFR Loans[323](index=323&type=chunk) - In addition to the commission, the Borrower must pay a separate issuance fee directly to the applicable Issuing Lender[325](index=325&type=chunk) [Section 3.5: Reimbursement](index=60&type=section&id=SECTION%203.5%20Reimbursement) This section outlines the Borrower's absolute obligation to reimburse the Issuing Lender for any drawings made under a Letter of Credit. Reimbursement is due on the same or next business day after notice of a drawing. The Borrower can use its own funds or, by default, is deemed to have requested a Revolving Credit Loan (as a Base Rate Loan) to cover the reimbursement amount - The Borrower must reimburse the Issuing Lender for any L/C drawing by **11:00 a.m.** on the same or next business day after receiving notice[335](index=335&type=chunk) - Unless the Borrower specifies using other funds, a reimbursement obligation is automatically converted into a request for a Base Rate Revolving Credit Loan to cover the drawn amount[335](index=335&type=chunk) [Article IV: General Loan Provisions](index=64&type=section&id=Article%20IV%20GENERAL%20LOAN%20PROVISIONS) This article covers general loan terms such as interest rates, fees, incremental facility increases, and provisions for defaulting lenders [Section 4.1: Interest](index=64&type=section&id=SECTION%204.1%20Interest) This section details the interest rate options and payment terms for loans under the facility. The Borrower can elect for Revolving Credit Loans to bear interest at either the Base Rate or Term SOFR, plus the Applicable Margin. Swingline Loans bear interest at the Base Rate plus the Applicable Margin. In the event of a default, a higher default interest rate of an additional 2% per annum will apply - Revolving Credit Loans can be designated as either Base Rate Loans or SOFR Loans, each with the corresponding Applicable Margin[352](index=352&type=chunk) - Upon an Event of Default, a default interest rate of **2%** above the otherwise applicable rate will be charged on all outstanding obligations[353](index=353&type=chunk) [Section 4.3: Fees](index=65&type=section&id=SECTION%204.3%20Fees) This section outlines the various fees payable by the Borrower. A non-refundable commitment fee is payable quarterly on the average daily unused portion of the Revolving Credit Commitment, at a rate determined by the Applicable Margin grid. Other fees, as specified in the separate Fee Letter with the Arranger and Administrative Agent, are also required - A quarterly Commitment Fee is charged on the unused portion of the Revolving Credit Commitment. The rate is determined by the Consolidated Total Net Leverage Ratio, as per the 'Applicable Margin' definition[359](index=359&type=chunk) - The Borrower must also pay other fees to the Arranger and Administrative Agent as specified in the Fee Letter[361](index=361&type=chunk) [Section 4.13: Incremental Increases](index=76&type=section&id=SECTION%204.13%20Incremental%20Increases) This section provides the Borrower with the option to request increases to the credit facility, either as new Incremental Term Loans or as an increase to the existing Revolving Credit Commitments. The total amount of such increases is limited by the Incremental Facilities Limit, which is a formula based on a leverage ratio test plus a fixed basket of $100,000,000. Any such increase requires the consent of the participating lenders but not existing lenders who choose not to participate - The Borrower may request Incremental Increases (new term loans or increased revolving commitments) up to the Incremental Facilities Limit[409](index=409&type=chunk) - The Incremental Facilities Limit is the sum of a fixed basket and a leverage-based amount. The fixed basket is **$100,000,000**, less any prior increases taken under this basket[143](index=143&type=chunk) - Effectiveness of any incremental facility is subject to conditions, including no Default or Event of Default and compliance with financial covenants on a pro forma basis[414](index=414&type=chunk) [Section 4.15: Defaulting Lenders](index=79&type=section&id=SECTION%204.15%20Defaulting%20Lenders) This section defines a "Defaulting Lender" (a lender who fails to fund its obligations) and outlines the consequences. A Defaulting Lender's voting rights are restricted, and they are not entitled to receive commitment fees. Their participation in L/C and Swingline obligations is reallocated to non-defaulting lenders to the extent possible, and the Borrower may be required to provide cash collateral to cover any remaining exposure - A Defaulting Lender's right to approve amendments and waivers is restricted as set forth in the definition of 'Required Lenders'[421](index=421&type=chunk) - Payments intended for a Defaulting Lender are redirected to cover its obligations to the Administrative Agent, Issuing Lenders, and Swingline Lender, and to cash collateralize its exposure[422](index=422&type=chunk) - A Defaulting Lender is not entitled to receive commitment fees while in default status[424](index=424&type=chunk) [Article V: Conditions of Closing and Borrowing](index=81&type=section&id=Article%20V%20CONDITIONS%20OF%20CLOSING%20AND%20BORROWING) This article specifies the conditions precedent for the agreement's effectiveness and for all subsequent extensions of credit [Section 5.1: Conditions to Closing and Initial Extensions of Credit](index=81&type=section&id=SECTION%205.1%20Conditions%20to%20Closing%20and%20Initial%20Extensions%20of%20Credit) This section lists the conditions precedent that must be satisfied before the credit agreement becomes effective and the initial loans can be made. These conditions include the execution of all loan documents, delivery of legal opinions, officer's certificates, financial statements, and collateral perfection documents, and payment of all upfront fees - Key closing deliverables include executed Loan Documents, officer's certificates confirming no Material Adverse Effect and no defaults, legal opinions, and certificates of good standing[432](index=432&type=chunk)[433](index=433&type=chunk)[436](index=436&type=chunk) - Collateral requirements include perfecting security interests through necessary filings, delivering pledged stock certificates, and providing evidence of insurance[437](index=437&type=chunk)[438](index=438&type=chunk)[441](index=441&type=chunk) - The Borrower must provide a Solvency Certificate and satisfy all 'know your customer' and anti-money laundering documentation requirements[447](index=447&type=chunk)[450](index=450&type=chunk) [Section 5.2: Conditions to All Extensions of Credit](index=84&type=section&id=SECTION%205.2%20Conditions%20to%20All%20Extensions%20of%20Credit) This section specifies the ongoing conditions that must be met for any borrowing, issuance, or extension of credit after the initial closing date. The two primary conditions are that all representations and warranties must be true and correct at the time of the credit extension, and no Default or Event of Default must have occurred and be continuing - For any new loan or letter of credit, the representations and warranties in the Loan Documents must be true and correct in all material respects[454](index=454&type=chunk) - No Default or Event of Default can exist at the time of, or after giving effect to, any new extension of credit[455](index=455&type=chunk) [Article VI: Representations and Warranties of the Credit Parties](index=85&type=section&id=Article%20VI%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20THE%20CREDIT%20PARTIES) This article contains the factual statements made by the Credit Parties regarding their legal, financial, and operational status [Summary of Representations and Warranties](index=85&type=section&id=Summary%20of%20Representations%20and%20Warranties) This article contains the representations and warranties made by the Credit Parties to the Lenders. These are statements of fact concerning the company's legal, financial, and operational status as of the Closing Date and, for certain representations, on an ongoing basis. Key areas covered include due organization, enforceability of the agreement, compliance with laws (including environmental and anti-corruption laws), accuracy of financial statements, solvency, and the absence of material adverse changes or defaults - **Corporate Status:** Each Credit Party is duly organized, validly existing, and has the power to conduct its business (Section 6.1)[461](index=461&type=chunk) - **Financial Condition:** Financial statements provided are accurate, there has been no Material Adverse Change since December 28, 2024, and the Credit Parties are Solvent (Sections 6.14, 6.15, 6.16)[477](index=477&type=chunk)[478](index=478&type=chunk)[479](index=479&type=chunk) - **Compliance:** The Credit Parties are in compliance with all applicable laws, including anti-corruption laws, sanctions, and environmental regulations, and the execution of the loan documents does not violate any laws or other agreements (Sections 6.4, 6.5, 6.8, 6.19)[465](index=465&type=chunk)[466](index=466&type=chunk)[470](index=470&type=chunk)[483](index=483&type=chunk) - **No Defaults:** No Default or Event of Default exists, and no default exists under any other material agreement (Section 6.20)[488](index=488&type=chunk) [Article VII: Affirmative Covenants](index=91&type=section&id=Article%20VII%20AFFIRMATIVE%20COVENANTS) This article outlines the ongoing actions and obligations the Credit Parties must undertake to maintain compliance with the agreement [Summary of Affirmative Covenants](index=91&type=section&id=Summary%20of%20Affirmative%20Covenants) This article sets forth the affirmative covenants, which are actions the Credit Parties are required to take and maintain throughout the term of the loan. These obligations are designed to ensure the company remains financially healthy and transparent. Key requirements include timely delivery of financial statements, maintaining corporate existence and properties, paying taxes, complying with laws, and providing notice of material events like litigation or defaults - **Financial Reporting:** Deliver audited annual financial statements within **90 days** of fiscal year-end and unaudited quarterly statements within **45 days** of quarter-end, accompanied by a Compliance Certificate (Section 7.1, 7.2)[493](index=493&type=chunk)[494](index=494&type=chunk)[497](index=497&type=chunk) - **Notice of Material Events:** Promptly notify the Administrative Agent of any Default or Event of Default, material litigation, or other significant adverse events (Section 7.3)[501](index=501&type=chunk) - **Maintenance and Compliance:** Maintain corporate existence, properties, insurance, and comply with all applicable laws, including ERISA and environmental laws (Sections 7.4, 7.5, 7.6, 7.9)[503](index=503&type=chunk)[504](index=504&type=chunk)[506](index=506&type=chunk)[510](index=510&type=chunk) - **Use of Proceeds:** Use loan proceeds for working capital and general corporate purposes, and not for purposes that violate margin regulations or sanctions (Section 7.15)[522](index=522&type=chunk)[524](index=524&type=chunk) - **Additional Guarantors:** Cause new or acquired Wholly-Owned Subsidiaries (that are not Excluded Subsidiaries) to become Subsidiary Guarantors and provide collateral within **45 days**[516](index=516&type=chunk) [Article VIII: Negative Covenants](index=98&type=section&id=Article%20VIII%20NEGATIVE%20COVENANTS) This article imposes restrictions on the Credit Parties regarding indebtedness, liens, investments, and other significant corporate actions [Sections 8.1, 8.2, 8.3: Covenants on Indebtedness, Liens, and Investments](index=98&type=section&id=SECTION%208.1%20Indebtedness,%20SECTION%208.2%20Liens,%20SECTION%208.3%20Investments) These sections restrict the ability of the Credit Parties to incur additional debt, grant liens on their assets, and make investments. While generally prohibited, the covenants provide specific exceptions or "baskets." These include exceptions for the Obligations under this agreement, existing debt, limited purchase money debt, intercompany debt, and other general-purpose baskets up to specified amounts, often tied to a percentage of Consolidated TTM EBITDA - **Indebtedness:** Generally restricted, with key exceptions for the Obligations, existing debt, unsecured debt subject to a leverage test (**3.50x**), and a general basket of the greater of **$25M** or **20%** of Consolidated TTM EBITDA (Section 8.1)[529](index=529&type=chunk)[530](index=530&type=chunk)[531](index=531&type=chunk) - **Liens:** Generally restricted, with exceptions for liens securing the Obligations, existing liens, tax liens, and a general basket for liens on non-Collateral assets up to the greater of **$15M** or **10%** of Consolidated TTM EBITDA (Section 8.2)[532](index=532&type=chunk)[534](index=534&type=chunk) - **Investments:** Generally restricted, with exceptions for Permitted Acquisitions, investments in other Credit Parties, and baskets for investments in non-guarantor subsidiaries and other general investments, subject to caps and leverage tests (Section 8.3)[536](index=536&type=chunk)[538](index=538&type=chunk) [Sections 8.4, 8.5, 8.6: Covenants on Fundamental Changes, Asset Dispositions, and Restricted Payments](index=103&type=section&id=SECTION%208.4%20Fundamental%20Changes,%20SECTION%208.5%20Asset%20Dispositions,%20SECTION%208.6%20Restricted%20Payments) These sections limit major corporate actions. Mergers and consolidations are generally prohibited unless the surviving entity is a Credit Party. Asset dispositions are restricted but permitted for inventory in the ordinary course of business, obsolete assets, and up to a general basket amount. Restricted Payments (like dividends and share buybacks) are also limited, with exceptions for payments to the Borrower or other guarantors and a general basket tied to a leverage test (3.00x) or a fixed annual amount - **Fundamental Changes:** Mergers and liquidations are restricted, except for mergers between Credit Parties where a Credit Party is the survivor (Section 8.4)[540](index=540&type=chunk) - **Asset Dispositions:** Asset sales are limited, with a general basket allowing for dispositions up to the greater of **$25M** or **20%** of Consolidated TTM EBITDA per fiscal year, provided no default exists and fair market value is received (Section 8.5)[545](index=545&type=chunk) - **Restricted Payments:** Dividends and share repurchases are restricted but permitted if the pro forma Consolidated Total Net Leverage Ratio is below **3.00 to 1.00** and no default exists. An additional basket allows for payments up to the greater of **$30M** or **25%** of Consolidated TTM EBITDA per fiscal year (Section 8.6)[546](index=546&type=chunk)[547](index=547&type=chunk) [Section 8.13: Financial Covenants](index=109&type=section&id=SECTION%208.13%20Financial%20Covenants) This section establishes the key financial maintenance covenants that the Borrower must comply with, tested at the end of each fiscal quarter. The two primary covenants are a maximum Consolidated Total Net Leverage Ratio and a minimum Consolidated Interest Coverage Ratio. The leverage ratio covenant includes a temporary step-up provision following a Material Acquisition Financial Covenant Requirements | Covenant | Requirement | Notes | | :--- | :--- | :--- | | **Consolidated Total Net Leverage Ratio** | ≤ 3.50 to 1.00 | Can be increased to 4.00 to 1.00 for four quarters following a Material Acquisition (a "Leverage Ratio Increase"), usable up to two times | | **Consolidated Interest Coverage Ratio** | ≥ 3.25 to 1.00 | | [Article IX: Default and Remedies](index=110&type=section&id=Article%20IX%20DEFAULT%20AND%20REMEDIES) This article defines events of default and the remedies available to the Administrative Agent and Lenders upon their occurrence [Section 9.1: Events of Default](index=110&type=section&id=SECTION%209.1%20Events%20of%20Default) This section defines the specific events that constitute a default under the credit agreement. These triggers include failure to make payments, breach of covenants, misrepresentation, cross-defaults on other indebtedness exceeding the Threshold Amount ($20,000,000), bankruptcy or insolvency proceedings, and the occurrence of a Change in Control - Payment defaults on principal are immediate Events of Default; defaults on interest or fees have a **3-business day** grace period[565](index=565&type=chunk)[566](index=566&type=chunk) - A cross-default is triggered if the Borrower defaults on other Indebtedness exceeding the Threshold Amount (**$20,000,000**)[570](index=570&type=chunk)[267](index=267&type=chunk) - Bankruptcy or insolvency proceedings are immediate Events of Default[572](index=572&type=chunk)[573](index=573&type=chunk) - A Change in Control, as defined in the agreement, constitutes an Event of Default[575](index=575&type=chunk)[65](index=65&type=chunk) [Section 9.2: Remedies](index=112&type=section&id=SECTION%209.2%20Remedies) This section outlines the actions the Administrative Agent and Lenders can take upon the occurrence of an Event of Default. With the consent of the Required Lenders, the Agent may terminate the commitments and accelerate the full repayment of all outstanding Obligations. In the case of bankruptcy, this acceleration is automatic. The Agent may also demand cash collateral for outstanding Letters of Credit - Upon an Event of Default, the Required Lenders can direct the Administrative Agent to terminate commitments and declare all Obligations immediately due and payable[578](index=578&type=chunk) - In the event of bankruptcy (Sections 9.1(i) or (j)), the termination of commitments and acceleration of Obligations are automatic[578](index=578&type=chunk) - The Borrower may be required to deposit cash collateral equal to the Minimum Collateral Amount (**103%**) for all outstanding Letters of Credit[579](index=579&type=chunk)[181](index=181&type=chunk) [Article X: The Administrative Agent](index=115&type=section&id=Article%20X%20THE%20ADMINISTRATIVE%20AGENT) This article defines the role, responsibilities, and protections of the Administrative Agent acting on behalf of the Lenders [Summary of Administrative Agent Provisions](index=115&type=section&id=Summary%20of%20Administrative%20Agent%20Provisions) This article defines the role, rights, powers, and responsibilities of the Administrative Agent (Wells Fargo). It establishes that the Agent acts on behalf of the Lenders but is not a fiduciary. The article includes exculpatory provisions, protecting the Agent from liability except in cases of its own gross negligence or willful misconduct. It also outlines the procedures for the Agent's resignation or removal and its authority regarding collateral and guaranty matters - Each Lender irrevocably appoints Wells Fargo as the Administrative Agent to act on its behalf[592](index=592&type=chunk) - The Agent is protected from liability for actions taken or not taken, except in cases of its own gross negligence or willful misconduct. It is entitled to rely on notices and communications believed to be genuine[598](index=598&type=chunk)[602](index=602&type=chunk) - The Agent may resign with **30 days'** notice, and a successor can be appointed by the Required Lenders in consultation with the Borrower[605](index=605&type=chunk) - The Agent is authorized to release liens on collateral or release guarantors in connection with asset sales or other transactions permitted by the Loan Documents[613](index=613&type=chunk) [Article XI: Miscellaneous](index=124&type=section&id=Article%20XI%20MISCELLANEOUS) This article contains standard legal and administrative clauses governing the agreement, including amendments, governing law, and assignments [Summary of Miscellaneous Provisions](index=124&type=section&id=Summary%20of%20Miscellaneous%20Provisions) This article contains standard legal and administrative clauses that govern the agreement. Key provisions include procedures for notices, rules for amendments and waivers (which generally require the consent of Required Lenders), expense reimbursement and indemnification obligations of the Borrower, governing law (New York), submission to jurisdiction, and a waiver of jury trial. It also details the rules for assignments and participations of the loans by Lenders - **Amendments and Waivers:** Generally require the written consent of the Required Lenders and the Borrower, with certain critical changes (e.g., extending maturity, reducing principal) requiring the consent of all affected Lenders (Section 11.2)[641](index=641&type=chunk) - **Expenses and Indemnity:** The Borrower agrees to pay all reasonable out-of-pocket costs of the Administrative Agent and Lenders and to indemnify them against losses and claims arising from the credit facility (Section 11.3)[645](index=645&type=chunk)[647](index=647&type=chunk) - **Governing Law and Jurisdiction:** The agreement is governed by the law of the State of New York, and parties submit to the exclusive jurisdiction of New York courts (Section 11.5)[652](index=652&type=chunk)[654](index=654&type=chunk) - **Waiver of Jury Trial:** All parties irrevocably waive their right to a trial by jury in any legal proceeding related to the Loan Documents (Section 11.6)[659](index=659&type=chunk) - **Assignments and Participations:** Lenders may assign their loans and commitments to other Eligible Assignees with required consents (including the Borrower's consent, unless an Event of Default exists) (Section 11.9)[664](index=664&type=chunk) [Schedules and Exhibits](index=8&type=section&id=Schedules%20and%20Exhibits) This section lists and describes the supplementary schedules and exhibits that provide specific details and forms for the agreement [List of Schedules and Exhibits](index=8&type=section&id=List%20of%20Schedules%20and%20Exhibits) The agreement includes various schedules and exhibits that provide specific details and standardized forms. Schedules contain factual information as of the Closing Date, such as lender commitments, existing indebtedness, and material contracts. Exhibits provide the forms for legal documents to be used under the agreement, such as the form of notes, notices of borrowing, and compliance certificates - **Schedules:** Detail specific information including Commitments (1.1(a)), Disqualified Competitors (1.1(b)), Jurisdictions of Organization (6.1), Existing Indebtedness (8.1), Existing Liens (8.2), and Post-Closing Matters (7.18)[16](index=16&type=chunk) - **Exhibits:** Provide templates for key operational and legal documents, including forms for Revolving Credit Notes (A-1), Notices of Borrowing (B), Compliance Certificates (F), and Assignment and Assumption agreements (G)[17](index=17&type=chunk)

Company Overview - FormFactor, Inc. (NASDAQ: FORM) is a leading provider of essential test and measurement technologies throughout the entire IC life cycle, including characterization, modeling, reliability, design debugging, qualification, and production testing [3] - The company supports semiconductor firms in enhancing profitability by optimizing device performance and improving yield knowledge [3] - FormFactor operates a network of facilities across Asia, Europe, and North America to serve its customers [3] Upcoming Financial Results - FormFactor will report its financial results for the 2025 fiscal second quarter on July 30, 2025, at 1:25 p.m. Pacific Time [1] - A live webcast of the conference call will be available on the Investors section of the company's website [1] - Preregistration is required to listen via telephone, and a replay of the conference call will be accessible approximately two hours after its conclusion [2]

Company Overview - FormFactor has a global presence with approximately 2,150 employees and manufactures over 115 million MEMS probes annually[7] - The company's trailing twelve months (TTM) revenue as of October 30, 2024, was $742 million[7] - FormFactor is recognized by industry leaders such as Intel, Samsung, Micron, SK hynix, and TSMC[7] Financial Performance - In 2023, FormFactor's revenue was $663 million[20] - The company's non-GAAP EPS in 2023 was $0.73[20] - The free cash flow for 2023 was $11 million[20] - The non-GAAP gross margin in 2023 was 40.7%[20] - The target model revenue is $850 million, with a target non-GAAP EPS of $2.00[87] - The target free cash flow is $160 million[87] Market and Growth - The advanced probe card market is estimated to be $2.0 billion, while the engineering systems market is $0.5 billion[47] - The advanced probe card market is expected to grow at an annual rate of 8%[52] - The engineering systems market is expected to grow at an annual rate of 3%[52] - FormFactor estimates its growth in the advanced probe card market to be 10%+ CAGR[79]

Core Insights - The article highlights the importance of lesser-known companies in the AI ecosystem, which are crucial for the foundational growth of AI technology [1][2][18] - These companies, often referred to as "hidden gems," provide essential infrastructure and services that support the AI revolution, contrasting with the more visible chip designers and software giants [1][2][18] Company Summaries Camtek - Camtek specializes in inspection and metrology equipment essential for semiconductor manufacturing, ensuring AI chips function correctly [5][7] - The company reported a 22% year-over-year revenue increase to $118.6 million and a 38% rise in net income to $34.3 million for Q1 2025 [6] - Management projects Q2 revenue between $120 million and $123 million, indicating a growth rate of 17% to 20% [6] - Camtek's market cap is $3.8 billion, and it is recognized as a key player in the advanced packaging market for AI applications [8] FormFactor - FormFactor addresses the challenge of testing AI chips with thousands of connections at high speeds, using advanced wafer probe cards [9][12] - The company reported Q1 2025 revenue of $171.4 million, with Q2 guidance set at $190 million, despite facing export restrictions [10] - FormFactor's acquisition of FICT Limited enhances its capabilities in advanced probe card components, and a $75 million share buyback reflects management's confidence [11] - The company is well-positioned to meet the increasing demands for sophisticated testing as AI chip complexity rises [12] Vertiv Holdings - Vertiv focuses on cooling solutions for AI data centers, which are critical for managing the heat generated by large-scale AI computations [13][16] - The company achieved Q1 2025 net sales of $2 billion, a 24% increase year-over-year, with a backlog 25% higher than the previous year [14] - Vertiv's collaboration with Nvidia and iGenius to deploy a large AI supercomputer in Italy showcases its role in AI infrastructure [15] - Full-year 2025 sales guidance has been raised to between $9.3 billion and $9.6 billion, reflecting the growing demand for thermal management solutions in AI [16] Industry Overview - The article emphasizes the interconnected roles of Camtek, FormFactor, and Vertiv in the AI ecosystem, where each company plays a vital part in the manufacturing, testing, and operational phases of AI chip deployment [17] - As AI adoption accelerates, the demand for inspection equipment, testing technology, and cooling infrastructure is expected to intensify, highlighting the critical nature of these "pick-and-shovel" companies [18]

Core Insights - FormFactor, Inc. has acquired a manufacturing facility in Farmers Branch, Texas for $55 million, which includes 50,000 square feet of clean room space, enhancing its operational flexibility and aligning with its long-term growth strategy [1][2][3] Company Strategy - The acquisition of the Texas facility is seen as a strategic move to secure a fit-for-purpose asset that will support the company's future manufacturing needs in a lower-cost operating region [2][3] - The company anticipates increased test intensity driven by advanced packaging technologies, leading to higher demand for its probe-card products, particularly in High Bandwidth Memory (HBM) [2][3] Operational Impact - The new facility is expected to provide cost-effective options to meet the anticipated long-term demand for semiconductor testing and measurement technologies [3]