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FormFactor (NASDAQ:FORM)

Presentation at 19th Annual Citi Technology Conference

September 6, 2012 8:45 a.m. ET

Executives

Tom St. Dennis - CEO

Mike Ludwig - CFO

Analysts

Citi Representative

With us here this morning is FormFactor. From the company is CEO Tom St. Dennis and also CFO Mike Ludwig. We’ve had an exciting event this week. I’m sure you didn’t get a restful Labor Day Weekend. But we’re excited to hear about that. And I think the format this morning will be that Tom will present about a 15-minute presentation. I’ve got a couple of questions, and then I’ll go ahead and allow the audience to also ask questions as well. Tom, welcome.

Tom St. Dennis

Thanks, I appreciate the opportunity. The event that he mentioned was that on Monday of this week we announced that we had signed a definitive agreement with MicroProbe, a private company in the probe card space to acquire them. And a lot of what we have today is to give you some perspective about that, explain where they fit in our product line, and hopefully to get you to see what we think are the outstanding prospects of the combined company and the real opportunities that MicroProbe has currently in their market space.

The two companies are very complementary. There’s really very little product overlap between the two companies. MicroProbe today is focused in the SOC market. This is the highest-growth portion of the overall probe card space. They have been recognized as the number-one supplier in the space by VLSI Research in the last year. Approximately 20% market share on that.

Their growth has been significant. We’ve got a summary slide on that for the last several years, but in 2011 they had another year of real strong growth, over 40%, and they’ve had strong earnings through the last several years.

The product portfolio, as I said, is broad, but their focus area has been in the flip chip area. These are products that are flipped into ball grid array type packages. So it’s the world of CPUs, of mobile application processors, of graphical processors. And that space is growing rapidly with smartphones, tablets, and with continued PC growth. So really very well positioned, and with a great product portfolio.

If you look at revenues over the last four years, you can see strong growth and really outstanding performance in terms of EBITDA and earnings for the company. They’ve been able to be cash flow positive as they’ve gotten into this in the last year, year and a half, funding their business. So a very healthy business overall.

So just the, I think, key takeaways, if you will, for what the two companies together represent. Currently FormFactor does supply a portion of the SOC business with our MEMS technology. This is not an area that overlaps with what MicroProbe has today. The combination of the two put us in a position now to be the leading supplier in that SOC market, across the entire market.

The combination of the two technologies, they’ve been using two-dimensional MEMS technology for a portion of their product portfolio. Complements very well with the MEMS technology that FormFactor has, as kind of a core technology or IP base.

We think that there’s opportunities for us to bring those two technologies together to help MicroProbe move ahead even faster in the space. And there’s a chance for some synergies in our manufacturing area, which will over time help out on the COGS side of the equation. And the nature of the transaction is such that it’s immediately accretive to our overall financial performance. Again, strong EBITDA performance for them, and good cash flows.

Structure on the deal was that it was $116.8 million, a combination of cash and stock, $100 million in cash, $16.8 million of FormFactor stock. It’s a little bit over 3 million shares of FormFactor stock with currently about 50 million shares outstanding.

So if you look at just a perspective of where the combined company sits now against other portions of the semiconductor industry in terms of growth opportunities, on the right is the wafer fab equipment. There’s packaging and assembly. There’s the automated test equipment here. Companies like Teradyne and Advantest.

And then these advanced probe cards that the combined company of MicroProbe and FormFactor will now serve in a leading way is the highest growth opportunity out there based on VLSI, Gartner data. Really, I think, a very compatible, synergistic, efficient combination of these two companies as we get the merger complete.

Just to give you a sense of that growth in the markets and then the growth by the different segments in the market, and also kind of where the position of both companies are. On the left-hand side there, in the upper left, you see that today FormFactor has about 7% of this market, or a relatively insignificant portion of it. MicroProbe, for 2011, was 20% of that market. So, on a combined basis, we’ve got scale and a good footprint in that market.

On the DRAM side, you can see FormFactor here with about 40% of that business. Flash continues to be opportunistic for us. It hasn’t been an area that we’ve made significant investments in. We really are, as I said, opportunistic about taking business in that particular space.

What’s exciting about this combination is that you can see the growth that is forecasted here on the SOC portion of the market. It’s dramatic, it’s driven, again, by the world of mobile devices, mobile-connected devices, tablets, smartphones, and certainly personal computers. And it is forecasted to grow at double digit rates over this period of time, 2011 to 2016.

This highlights a little bit of what’s going on up there. The unit volumes on the left-hand chart, hard to read, but the green line down here is our PCs. So, growing, but not growing nearly as fast as this purple area here, which is the smartphone market. And then you can see the takeoff of what’s happening up here in terms of tablets.

On the right hand side here, it really shows where the chips go that are probed by the probe cards from MicroProbe. And what this is is a forecast of the unit volume of packages. One for wafer-level packaging here and another one for a flip chip package. And this is the area of the most significant growth that MicroProbe is seeing today.

And if you kind of go back and look at it, in the 2011 timeframe it was about 11 billion packages for the flip chip portion of the packaging and the forecast on this is a CAGR of 18%, up to 26 billion packages in 2016. And every chip that goes in that package is going to get probed by an area array probe card, which is the product and technology that MicroProbe brings, and is the market that they’re the market share leader in today.

So that substantial growth that I showed for the SOC market going into 2016 is really driven and enabled, if you will, by the end products of tablets and smartphones and the rest of the infrastructure in the industry is also reflecting it, and their forecast is to see the packaging growth to be quite dramatic.

I mentioned that the products were complementary, a good fit with really very, very little overlap. The principal products up here for this grid array business - and this is where the bulk of their revenue comes from, 90%-plus of the revenue comes out of these grid array products. They have some RF, rather a bit of a niche market. And they have a cantilever market, which is about 10% of their overall revenue.

But this market, and the product offerings in the SOC space from FormFactor do not overlap. They are complementary. And then FormFactor has the bulk of our memory business in these full wafer contactor type products. So really a good fit. I think a very complementary, as we’ve said a couple of times, combination of products. The people in the organization appear to be really deployed in a way that there’s a very useful and I think synergistic combination that we’re going to get out of that.

And overall, just, I think, a remarkable opportunity for FormFactor. I feel very fortunate we were able to get the deal put together and the enthusiasm from Mike Slessor, their CEO, and the rest of their team has been great. So we’re anxious to get through the integration on it and get going together. I think it’s going to be a very powerful combination.

Question-and-Answer Session

Citi Representative

Great, Tom. Thank you. I’ll start off with a couple of different questions about the deal, then also wanted to allot some time to talk about the base business as well. So I guess I would start off, $87 million in revenue last year. What was the update that you gave on Tuesday regarding progress this year in 2012.

Mike Ludwig

In 2012, the first half of the year, they had revenues of about $52.2 million, which represents a 26% growth of the first half of what they did last year.

Citi Representative

And then with that level of growth, what type of margin is progressing from last year’s 20%-ish EBITDA margin?

Mike Ludwig

I think you’d see that they’re fairly similar in terms of profit margin this year versus last year.

Citi Representative

What’s driving that level of growth in SOC test? Is it one or two platforms or new models or customers? Or is it more broad-based with regard to the overall SOC market?

Tom St. Dennis

Well, they’ve got an A list of customers, I would say, in terms of those customers that are shipping the largest number of products in that flip chip, ball grid array type packaging. So it’s been a couple of key customers that have been growing substantially during that period of time. They’ve been adding a couple of other important customers, relatively small in terms of their contribution to the revenue right now, but I think that can grow as we go into 2013. So really very, very well-positioned with the right customers.

Citi Representative

And then if you could explain a little bit about the background to the deal. Thoughts leading up to the acquisition. I believe you may have considered this deal before. Why now?

Tom St. Dennis

Well, it takes two to tango, so it takes both companies’ interest to come together and bring this kind of a deal together. I will say that you look at what’s happening in the market, and you look at the rapid growth on it. For FormFactor to do it on our own, to do it in an organic way, was going to take - you know, we get some growth going into 2013, it would take us until probably 2014 to get much substantial revenue going that way.

And the market was really just moving away from us rapidly. And to build the capability, bring all the people together there, it was going to take some time. This was a very expedient way to accelerate into the market, and by bringing the two companies together, get to a substantial critical mass point and really lead it from this point forward.

And I think that’s going to help us on our supply chain areas, it’s going to allow us to build kind of the premier customer support on a global basis. And the fact that we can bring the technologies from the two companies together, which are substantial, I think creates a much stronger competitive position than if we tried to do it organically. So I think the combination has really accelerated time for us ahead by a couple of years.

Citi Representative

And then you had obviously been looking and doing a lot of work on SOC test. What’s the competitive environment like there, particularly where MicroProbe is generating the bulk of its revenue. Are those typically highly competitive situations with its customers? Or does it typically have a pretty high level of market share in terms of the probe tests that it’s doing?

Tom St. Dennis

I think it’s competitive with all the customers. It’s the nature of the probe card market. What they’ve been able to do is solve the problems at the high end faster and better than anyone else, really. So they’ve been able to provide the leading customers the highest level of complexity on the cards, and those tend to drive the lowest cost of test. So the customers that they’ve been gaining the most traction with have other suppliers, but they’ve been growing into the market as the market grows, but they’re growing their share of those customers.

Citi Representative

And then perhaps if we could talk a little bit about the logistics of the deal. What’s the expected timing of closure? And then what other milestones have we defined from here on out?

Tom St. Dennis

Well, we’ve got somewhere in the neighborhood of 60 days to get through the HSR part of this, to get through all the rest of the closing. So somewhere in the middle to end of October we would expect to get the deal closed.

Citi Representative

And then can you talk a little bit about the manufacturing footprint and the overall corporate footprint of MicroProbe as well?

Tom St. Dennis

They’ve got two principal sites in California, and they have a small manufacturing for the cantilever products outside Shanghai, in China. Currently, both of the California factories are ramping, and they are looking at going to extended shifts and all the rest to stay with the business as they have it. So we’re not going to do anything to interrupt that.

There are certainly synergies between the two manufacturing processes in terms of some of the capital equipment and such, but the actual assembly and testing aspect of it are relatively unique. So we really need to understand where there’s opportunities if we can leverage some facilities and such. But their portion of the manufacturing side of this is not particularly capital intensive. So it’s not clear how much leverage we have on that.

Citi Representative

And then perhaps, Mike, if you could remind us where you guys will stand, assuming that the deal does close, in terms of the balance sheet after the $100 million cash payment?

Mike Ludwig

Right. So once we complete the deal, FormFactor should still have approximately $170 million of cash on its balance sheet.

Citi Representative

And then what other conditions or contingencies should we be aware of as we determine whether there’s any risk to closure of the deal outside of HSR approval?

Tom St. Dennis

There may be some foreign approvals that we need to go through. We’re really still assessing that. I think we’ll know by the end of the week exactly where else we may need government approval. Beyond that, we, I think, do a pretty thorough due diligence on it. I think we had great cooperation from the MicroProbe team to get through all that. I believe we see everything pretty clearly on it. It’s a matter of just getting through all the execution around all the reps and warrants on it, and get to closure.

Citi Representative

We talked EBITDA margins. Could you provide any insight on gross margins and whether, at volume, they would be very different than what FormFactor’s margins were?

Mike Ludwig

I won’t talk specific numbers, but I would say similar to what we see at FormFactor. The gross margins on the SOC business tend to be higher than they are in the memory business. And what we have said is SOC margins tend to be 5-8 points higher than what we see in DRAM. And I think we’ll see similar benefits from the MicroProbe margins as well.

Citi Representative

Before we move on to the base business, perhaps we’ll give the audience a chance to ask a couple of questions as well.

Unidentified Audience Member

Two questions. Do you have to requalify at any of MicroProbe’s customers following the close of the transaction? And second, could you just expand on how you can use the acquisition to either cross sell or otherwise grow your revenue with the new customers you’re getting through MicroProbe beyond what they’re currently doing with that?

Tom St. Dennis

There’s no requal aspect of it. As long as we don’t make any substantial changes to their manufacturing processes. If we did make that, then I think there would be some requalifications, but at least in the next 12-15 months, I think it’s just a matter of staying with the market and moving along.

I think there’s some substantial opportunities to leverage the infrastructure the FormFactor has to expand the served customer base for MicroProbe. One substantial example is Japan. Because of the cost to put in place the organization in Japan, MicroProbe chose not to go there. They were able to grow the business very successfully without it. We’ve got a strong, capable technology team and a strong sales team in Japan, so I think that’s an immediate area where we can go and get some opportunities there.

In other regions, there’s similar opportunities with areas not covered or not perhaps as well resourced as what FormFactor has today, so again, complementary with what the organization can do and what the product opportunities are that are there.

Our existing sales team that’s serving SOC customers today, as you can see, is a small sliver of what’s up there. It’s not that we don’t see the other opportunities, we just didn’t have the products to sell there. So with the portfolio of products that MicroProbe brings, I think the existing sales team is going to be able to sell more through that way. So I would expect to see growth from the infrastructure that FormFactor will bring to the transaction.

Unidentified Audience Member

Can you talk about what challenges you faced in expanding into the SOC market organically in the past? Were they execution in nature? You didn’t have the right technology? I recall that you did compete with MicroProbe head to head and you lost the business at one of the major [MPU] makers. And the second question is why is the SOC market showing this kind of growth versus the memory test? Are the drivers different? Is it the unit growth? For example, in the MEMS side you have built in self-test, which kind of limits the growth of the probe cards. And so what are the drivers that are driving the SOC market to this kind of growth?

Tom St. Dennis

The previous SOC product that FormFactor had that your referred to, when we were competing with MicroProbe, was back in the 2008 timeframe. And it was really at the end of the technology that we had. It was really unable to extend, and that was the principal reason why we lost the business there on that.

The company was kind of caught up, I think, in the 2008-2009 financial, the memory market was collapsing. The company had not invested beyond that technology at that time, so there wasn’t a follow-on product, if you will, to compete with, and had just not continued an investment in product development in the SOC space. So it wasn’t until the first quarter of 2011 that we began to reinvest in that last year.

So during that time, really, we lost capability. We lost market engagement. We lost the kind of total card infrastructure, from a design automation standpoint and all. We just didn’t invest in that. So MicroProbe helps to accelerate and bring that ahead substantially.

In terms of the unit growth, what’s driving it, it’s an explosion of mobile application processors from companies like Qualcomm or Broadcom, what Samsung does in all of their smartphones and all. The rate of growth is remarkable, and then we’ll see where the tablet market goes, but it seems like it’s on a pretty strong path.

Those markets are growing rapidly, but they’re also looking for ways to put more capability into their product and to do it at lower and lower power levels. So these technology nodes that MicroProbe’s currently supplying customers, at 28 nanometers and at 22 nanometer type technologies, but they’re going into very advanced packages, because they’ve got small footprint and very low power consumption. And that’s driving remarkable volumes.

And it’s not just the application processor. There’s now other peripheral chips that support that that are being packaged, those technology nodes, in these BGA packages. And each one of them has got to get probed and tested before it goes in, and MicroProbe is in a great position to do it.

Unidentified Audience Member

Can you comment a bit more on the synergies between the two companies and are there any synergies on the R&D side? You’re doing your own, I guess, SOC R&D and will you completely defer to that, or move that over to, MicroProbe now?

Tom St. Dennis

The work that we were doing in the SOC space was to get out kind of one generation, if you will, on where it was today. And I think that’s going to be very complementary with what MicroProbe has going on from their side. It’s early. It’s the first weeks, so we really haven’t brought everybody together to go through and look at that, but I believe it’s going to fill an important roadmap position in their overall product portfolio.

There’s going to be some opportunities, I think, for some R&D synergies there. I don’t think that they’ll be significant. I think that there will be some there for us. Over time, as we can do more with the MEMS technology, I think there’s a chance for us to see more in the [COGS] line of synergies there, but really it’s going to be a 2014 kind of an event.

Unidentified Audience Member

For the first time in a while, FormFactor is in a growth market, and acquiring market share now. Would you further consolidate that market? It sounds like it’s a better margin market and a growth market, whereas your core market, the way it’s been forecasted, is a flat market and any growth is coming from market share gains, which isn’t that apparent.

Tom St. Dennis

Certainly the industry on the surface has got the appearance of being needed to be consolidated. This is a pretty big consolidation at this point. If there were other opportunities that had this kind of synergy and leverage in it, I’m sure we’d do it.

Unidentified Audience Member

What’s the next biggest customer market share after MicroProbe in the SOC market?

Tom St. Dennis

There is an important portion of the market that’s not the ball grid array packaging, but it’s a very dense, vertical probe application that currently MicroProbe doesn’t serve. The technology that we were developing would allow the company to go after that portion of the market. Not nearly as high growth as what’s going on in the cellphone and tablet market, but certainly it’s a component in that overall SOC market growth. It is a growing market. It goes into automotive and goes into some other areas. I think that the existing portfolio products, perhaps, with this kind of next-generation product that we’ve been working on, would allow us to go pursue that and sustain growth for us that way. It’s not as big a growth as what MicroProbe’s on with BGAs.

Unidentified Audience Member

Do you have any idea how much market share you can take?

Tom St. Dennis

How much market share can we take in that overall? I really don’t have an estimate on that.

Citi Representative

I think what we’d like to do next is maybe talk a little bit about the base business. I’m not sure if you saw some of the developments this morning, but there’s been a lot of questions around NAND shortage, because of a preannouncement that we saw this morning from OCZ that indicated that they had some difficulty getting the amount of NANDs that they needed, despite having fairly healthy orders for this quarter. I was wondering if you had any view of whether you’re seeing any sort of NAND shortages in the market or other supply disruptions?

Tom St. Dennis

You can see on the NAND side we’re kind of a 10% player in this space. I would say through the summer, our portion of the NAND business has stayed reasonably stable. Compared to where DRAM has been and all, it’s looked a little bit better that way. I can’t say that we’ve seen indications of shortages, but I would say that we’ve seen consistent investment going on. A little bit lower than maybe what we saw in the first half of the year, but not the kind of dramatic drops that we saw on the DRAM side.

Citi Representative

And then can you just remind us the developments over the past quarter? We had a pretty surprising positive second quarter revision, and then we had a little bit steeper than expected drop off in the third quarter. What are the fundamental drivers that are shaping that? And to what degree can we expect things to actually improve or actually sit down in the base business over the next couple quarters?

Tom St. Dennis

Well, the current FormFactor business is 65-70% DRAM. We had strong growth in DRAM in particular in the second quarter and had a positive out of that. The guidance for the third quarter was disappointing, and I think the telltale factor in all of this is DRAM pricing. And currently, DRAM pricing is continuing to collapse, from everything I can see, at least on DRAM exchange type view, from a spot market standpoint.

And speaking to our customers about what’s happening with regard to price and the rest is that the demand is just not there. So some of that is structural in that there’s strong growth in tablets. The current tablets coming out have got 1 GB of low power DRAM in it, as opposed to notebooks or netbooks, or whatever they were replacing, that had, I guess, 2-4 GB. So that takes demand out of the equation.

And then just the overall kind of macroeconomic trends that are going on, from Europe and the rest, HP, Dell, and others are having a tough time on the PC side, and so that’s taken a lot of demand out of it for them there. So until some of those things get righted and get sorted out, and there’s a better balance of supply and demand, it’s going to be a difficult time in the DRAM market.

Citi Representative

And overall bit growth influences the revenue levels of the DRAM business, so does also the variety of mobile processes versus regular powered DRAM. Can you talk about how you see the DRAM market developing in terms of the overall opportunity, assuming, maybe, a 40% bit growth number next year?

Tom St. Dennis

Well, there are a lot of shifts, if you will, between the mobile DRAM, the low power DRAM, versus the main memory or commodity DRAM. Customers are making concerted efforts to win in that space. The space is a little different in that there’s a lot more designs and there’s less standards, in many ways, in that space. So it does tend to create a higher number of probe cards per thousand wafer starts with customers because they have a higher mix of designs as compared to the mainstream memory there.

A 40% bit growth year would, I think, bring some normalcy back to the market. On a quarterly basis, I don’t think there’s very accurate numbers out there, but I would say that today it feels like it’s below a 40% bit growth.

Citi Representative

And then, Tom, one of the real milestones that we’re looking for in terms of your DRAM test business is progress at Samsung. I think you alluded to, on your most recent earnings call, that you’re still in a couple of trials with Samsung. How are those evolving? I know you’ve had some fits and starts with that. How have they evolved so far this quarter? And what’s your expectation for the potential to gain share at Samsung?

Tom St. Dennis

So they’ve probed several hundred wafers at this point in time, and are going through a correlation with package yielded devices. And I believe we’re on target to get through their certification qualification in the quarter, but aren’t complete yet.

Citi Representative

And then, Mike, perhaps you can remind us on sort of where we are overall with the business in terms of breakeven levels, both on a cash and earnings basis.

Mike Ludwig

What we had said in our last call is we are moving toward getting our breakeven level from $54 million to $56 million down to $50 million. We’re taking fairly aggressive actions here in the third quarter in order to accomplish that, and we expect, as we go into the first quarter of 2013, that the FormFactor base business would be at a cash flow breakeven at $50 million. And then on a non-GAAP operating perspective, it would probably be $52 million. There’s not a lot of difference between the two at this point in time.

Citi Representative

And just to be clear, at the end of the third quarter, can you just, conceptually, what’s going on in terms of the restructuring. Is it pure headcount? Out of SG&A, or R&D?

Mike Ludwig

We’re looking at all areas at this point in time, including manufacturing, R&D, as well as SG&A. So pretty much all parts of the business will be impacted.

Citi Representative

And it sounds like implementation might be fourth quarter rather than third quarter?

Mike Ludwig

Well, it’s going to happen throughout. We’re taking steps now, but we would expect some transition period on some of those steps. So the reductions will take place from now through the end of the fourth quarter. And, again, as we go into the first quarter we should have the majority of those behind us.

Citi Representative

That does it for me. I wanted to check with the audience if we had any questions on the rest of the business as well.

Unidentified Audience Member

Can the breakeven come down further with the acquisition? Or is that your anticipated breakeven with the acquisition? You don’t need two purchasing departments. There’s a lot of benefits with the acquisition.

Mike Ludwig

We’re looking at getting our base business to $50 million. I think what we had said on the call on Tuesday is currently where MicroProbe is at it’s around $20 million. So you put it together, it’s $70 million, and that’s without any synergy. So we expect, as we move through 2013, to implement some synergies and it will come down from there.

Unidentified Audience Member

And breakeven at $50 million in your core business, you’ve guided for like $38 million to $42 million. So $10 million below breakeven. And you’re putting up a chart saying that that end mark isn’t growing over the next four years. Why not be more aggressive in your breakeven targets for that segment of your business?

Tom St. Dennis

Well, first off, we’ve got some challenges with regard to the infrastructure we have to have in place just to serve the market, which makes getting down to an arbitrary number difficult. The fact that the market is flat is less concerning to me than getting it back to kind of a normal state. It’s in a pretty, apparently, abnormal state at this point in time. And there’s been a couple of tough cycles with floods last year in Thailand and now kind of the macroeconomic impact seems to have a pretty substantial effect on them. If they can get this in a better balance, then I think the $50 million run rates are not unreasonable there. We’ll continue to look for cost savings.

Unidentified Audience Member

Is it more that you’ll be able to take MicroProbe business, overlay it on your existing infrastructure, and get better bang for your buck in terms of on sales and service.

Tom St. Dennis

Certainly we’re going to get synergies out of that. You bet.

Citi Representative

We’re out of time. Thank you very much.

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