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Delaware
(State or other jurisdiction of
incorporation or organization)
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13-3711155
(I.R.S. Employer
Identification No.)
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Large accelerated filer
o
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Accelerated filer
ý
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Non-accelerated filer
o
(Do not check if a smaller
reporting company)
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Smaller reporting company
o
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Page
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Part I
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Part II
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Part III
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Part IV
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•
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customer demand for and adoption of our products;
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•
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market and competitive conditions in our industry, the semiconductor industry and the economy as a whole;
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•
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our ability to realize the benefits of certain deferred tax attributes;
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•
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the timing and success of new technologies and product introductions by our competitors and by us;
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•
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our ability to work efficiently with our customers on their qualification of our new technologies and products;
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•
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our ability to deliver reliable, cost-effective products that meet our customers' testing requirements in a timely manner;
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•
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our ability to transition to new product architectures and to bring new products into volume production on time and at acceptable yields and cost;
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•
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our ability to implement measures for enabling efficiencies and supporting growth in our design, applications, manufacturing and other operational activities;
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•
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the reduction, rescheduling or cancellation of orders by our customers;
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•
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our ability to collect accounts receivables owed by our customers;
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•
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our product and customer sales mix and geographical sales mix;
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•
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a reduction in the price or the profitability of our products;
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•
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the timely availability or the cost of components and materials utilized in our products;
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•
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our ability to efficiently optimize manufacturing capacity and production yields as necessary to meet customer demand and ramp production volume at our manufacturing facilities;
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•
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our ability to protect our intellectual property against third parties and continue our investment in research and development and design activities;
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•
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any disruption in the operation of our manufacturing facilities;
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•
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the timing of and return on our investments in research and development;
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•
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The impact of any acquisition we might make and our ability to integrate effectively the acquired business into our business operations;
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•
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macroeconomic events that impact global buying in general and the semiconductor industry in particular; and
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•
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seasonality, principally due to our customers' purchasing cycles.
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Fiscal 2014
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Fiscal 2013
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Fiscal 2012
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|||
Intel
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19.7
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%
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17.7
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%
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* %
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SK hynix
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16.9
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16.5
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29.4
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Micron
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15.0
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11.7
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13.3
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Samsung
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*
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*
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12.4
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Total
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51.6
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%
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45.9
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%
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55.1
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%
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*
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Less than 10% of revenues.
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Name of Director
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Age
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Current Occupation
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Edward Rogas, Jr.
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74
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Director of Vitesse Semiconductor Corporation
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Lothar Maier
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59
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Chief Executive Officer and Director of Linear Technology Corporation
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Michael D. Slessor (1)
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45
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Chief Executive Officer and Director of FormFactor, Inc.
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Michael W. Zellner
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59
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Director of FormFactor, Inc.
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Richard DeLateur
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56
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Director of FormFactor, Inc.
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Thomas St. Dennis (1)
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61
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Executive Chairman of FormFactor, Inc.
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(1)
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Dr. Slessor was the President of our Company in fiscal 2014, and succeeded Mr. St. Dennis as CEO effective from December 28, 2014, which is the beginning of our fiscal 2015. Mr. St. Dennis became the Executive Chairman of our Board of Directors in October 2013, and continues to serve as Executive Chairman.
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Name
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Age
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Position
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Thomas St. Dennis (1)
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61
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Executive Chairman of FormFactor, Inc.
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Michael M. Ludwig
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53
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Chief Financial Officer
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Michael D. Slessor (1)
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45
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Chief Executive Officer and Director of FormFactor, Inc.
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Stuart L. Merkadeau
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53
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Senior Vice President, General Counsel and Secretary
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(1)
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Dr. Slessor, served as our President in fiscal 2014 and succeeded Mr. St. Dennis as CEO effective from December 28, 2014, which is the beginning of our fiscal 2015. Mr. St. Dennis became the Executive Chairman of our Board of Directors in October 2013, and continues to serve as Executive Chairman.
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•
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We may fail to realize all of the synergies that we anticipated from the combination of the two companies;
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•
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We may fail to continue to retain key MicroProbe executives and employees, which could negatively impact the long-term success of the acquisition;
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•
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We may not be able to efficiently combine certain product service and support capabilities and R&D programs, which could require us to increase certain spending;
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•
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Our customers may reduce their aggregate spending on MicroProbe and/or FormFactor products;
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•
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We may have assumed unforeseen legal, regulatory, intellectual property or other liabilities; and
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•
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We have less cash available for other purposes, including other acquisitions of technologies or businesses.
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•
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our means of protecting our proprietary rights will be adequate;
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•
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patents will be issued from our pending or future applications;
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•
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our existing or future patents will be sufficient in scope or strength to provide any meaningful protection or commercial advantage to us;
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•
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our patents or other intellectual property will not be invalidated, circumvented or successfully challenged in the United States or foreign countries; or
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•
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others will not misappropriate our proprietary technologies or independently develop similar technologies, duplicate our products or design around any of our patents or other intellectual property, or attempt to manufacture and sell infringing products in countries that do not strongly enforce intellectual property rights.
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•
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design innovative and performance-enhancing product architectures, technologies and features that differentiate our products from those of our competitors;
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•
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in some cases engage with third parties who have particular expertise in order to complete one or more aspects of the design and manufacturing process;
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•
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qualify with the customer(s) the new product, or an existing product incorporating new technology;
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•
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transition our products to new manufacturing technologies;
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•
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offer our products for sale at competitive price levels while maintaining our gross-margins within our financial model;
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•
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identify emerging technological trends in our target markets;
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•
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maintain effective marketing strategies;
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•
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respond effectively to technological changes or product announcements by others; and
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•
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adjust to changing market conditions quickly and cost-effectively.
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•
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become concerned about our ability to protect their intellectual property;
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•
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become concerned with our ability to deliver quality products on a timely basis;
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•
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develop their own solutions to address the need for testing improvement;
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•
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implement chip designs that include enhanced built-in self-test capabilities;
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•
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regard us as a competitor in the case of test-equipment company, or in the case of a customer believe we are too closely aligned with a competitor of the customer;
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•
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introduce their own probe card product;
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•
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establish relationships with others in our industry;
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•
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acquire or invest in a competitive probe card manufacturer or enter into a business venture with a competitive probe card manufacturer; or
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•
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attempt to restrict our ability to enter into relationships with their competitors.
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•
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cause lower than anticipated yields and lengthen delivery schedules;
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•
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cause delays in product shipments;
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•
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cause delays in new product introductions;
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•
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cause us to incur warranty expenses;
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•
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result in increased costs and diversion of development resources;
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•
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cause us to incur increased charges due to unusable inventory;
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•
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require design modifications; or
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•
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decrease market acceptance or customer satisfaction with these products.
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•
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the efforts of our sales force and our distributor and independent sales representatives;
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•
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the complexity of the customer's fabrication processes;
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•
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the internal technical capabilities of the customer;
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•
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the customer's budgetary constraints;
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•
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the availability of compatible product offerings; and
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•
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the customer's ability to devote resources to the evaluation process.
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•
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compliance with a wide variety of foreign laws and regulations;
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•
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legal uncertainties regarding taxes, tariffs, quotas, export controls, export licenses and other trade barriers;
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•
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political and economic instability or foreign conflicts that involve or affect the countries of our customers;
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•
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difficulties in collecting accounts receivable and longer accounts receivable payment cycles;
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•
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difficulties in staffing and managing personnel, distributors and representatives;
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•
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reduced protection for intellectual property rights in some countries;
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•
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currency exchange rate fluctuations, which could affect the value of our assets denominated in local currency, as well as the price of our products relative to locally produced products;
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•
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seasonal fluctuations in purchasing patterns in other countries; and
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•
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fluctuations in freight rates and transportation disruptions.
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•
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variations in our operating results;
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•
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our forecasts and financial guidance for future periods;
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•
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announcements of technological innovations, new products or product enhancements, new product adoptions at semiconductor customers or significant agreements by us or by our competitors;
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•
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reports regarding our ability to bring new products into volume production efficiently;
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•
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the gain or loss of significant orders or customers;
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•
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changes in the estimates of our operating results or changes in recommendations by any securities analysts that elect to follow our common stock;
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•
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rulings on litigations and proceedings;
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•
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seasonality, principally due to our customers' purchasing cycles;
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•
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market and competitive conditions in our industry, the entire semiconductor industry and the economy as a whole;
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•
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recruitment or departure of key personnel; and
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•
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announcements of mergers and acquisition transactions and the ability to successfully integrate the business activities of the acquired/merged company.
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•
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establish a classified board of directors so that not all members of our board are elected at one time;
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•
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provide that directors may only be removed "for cause" and only with the approval of 66.7% of our stockholders;
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•
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require super-majority voting to amend some provisions in our certificate of incorporation and bylaws;
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•
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authorize the issuance of "blank check" preferred stock that our board could issue to increase the number of outstanding shares and to discourage a takeover attempt;
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•
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limit the ability of our stockholders to call special meetings of stockholders;
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•
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prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
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•
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provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and
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•
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establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.
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Location
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Principal Use
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Square
Footage
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Ownership
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Livermore, California, United States
|
Corporate headquarters, sales, marketing, finance, product design, manufacturing, service and repair, distribution, research and development
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168,636
|
|
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Leased
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San Jose, California, United States
|
Sales, marketing, finance, product design, manufacturing, service and repair, distribution, research and development
|
|
23,860
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|
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Leased
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Carlsbad, California, United States
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Product design, finance, manufacturing, service and repair, distribution, research and development
|
|
26,260
|
|
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Leased
|
Austin, Texas, United States
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Service and repair
|
|
2,025
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|
|
Leased
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Southbury, Connecticut, United States
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Sales office
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|
1000
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|
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Leased
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Singapore
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Sales, finance, product design, service, and field service.
|
|
26,805
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|
|
Leased
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Suzhou, China
|
Sales, marketing, finance, manufacturing, product design, service and repair, distribution, research and development
|
|
9,700
|
|
|
Leased
|
Shanghai, China
|
Sales office
|
|
418
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|
|
Leased
|
Jubei City, Hsinchu, Taiwan
|
Sales office, finance, product design, field service and repair center
|
|
9,309
|
|
|
Leased
|
Yokohama City, Japan
|
Sales office, finance, marketing, product design, research and development, field service, and repair center, manufacturing and distribution.
|
|
8,777
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|
|
Leased
|
Hiroshima, Japan
|
Repair center
|
|
1,615
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|
|
Leased
|
Bundang, South Korea
|
Sales office, finance, product design, field service, and repair center
|
|
15,310
|
|
|
Leased
|
Dresden, Germany
|
Sales office
|
|
2,906
|
|
|
Leased
|
Milan, Italy
|
Sales office
|
|
215
|
|
|
Leased
|
Fiscal 2014
|
High
|
|
Low
|
||||
First Quarter
|
$
|
7.19
|
|
|
$
|
6.01
|
|
Second Quarter
|
8.09
|
|
|
5.41
|
|
||
Third Quarter
|
8.41
|
|
|
6.61
|
|
||
Fourth Quarter
|
$
|
8.93
|
|
|
$
|
6.18
|
|
Fiscal 2013
|
High
|
|
Low
|
||||
First Quarter
|
$
|
5.15
|
|
|
$
|
4.56
|
|
Second Quarter
|
6.96
|
|
|
4.39
|
|
||
Third Quarter
|
7.66
|
|
|
6.00
|
|
||
Fourth Quarter
|
$
|
6.86
|
|
|
$
|
5.00
|
|
|
Cumulative Total Return
|
||||||||||||||||||||||
|
December 31,
2009 |
|
December 31,
2010 |
|
December 31,
2011 |
|
December 31,
2012 |
|
December 31,
2013 |
|
December 31,
2014 |
||||||||||||
FormFactor, Inc.
|
$
|
100.00
|
|
|
$
|
40.79
|
|
|
$
|
23.24
|
|
|
$
|
20.95
|
|
|
$
|
27.61
|
|
|
$
|
39.50
|
|
S&P 500
|
100.00
|
|
|
115.06
|
|
|
117.49
|
|
|
136.30
|
|
|
180.44
|
|
|
205.14
|
|
||||||
RDG Semiconductor Composite
|
100.00
|
|
|
114.32
|
|
|
110.37
|
|
|
111.80
|
|
|
148.14
|
|
|
187.98
|
|
|
Fiscal
2014 (1)(2) |
|
Fiscal
2013 (1)(2)(4) |
|
Fiscal
2012 (1)(2)(5)(7) |
|
Fiscal
2011 (1)(2)(5)(6) |
|
Fiscal
2010 (1)(2)(3)(4)(6) |
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
268,530
|
|
|
$
|
231,533
|
|
|
$
|
178,535
|
|
|
$
|
169,325
|
|
|
$
|
188,565
|
|
Gross profit (loss)
|
77,439
|
|
|
42,284
|
|
|
25,331
|
|
|
20,958
|
|
|
(2,272
|
)
|
|||||
Net loss
|
(19,185
|
)
|
|
(57,683
|
)
|
|
(35,546
|
)
|
|
(65,981
|
)
|
|
(188,286
|
)
|
|||||
Basic and diluted net loss per share
|
$
|
(0.34
|
)
|
|
$
|
(1.06
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
(1.31
|
)
|
|
$
|
(3.75
|
)
|
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities
|
$
|
163,837
|
|
|
$
|
151,091
|
|
|
$
|
165,788
|
|
|
$
|
296,691
|
|
|
$
|
347,235
|
|
Working capital
|
196,412
|
|
|
173,881
|
|
|
194,125
|
|
|
308,380
|
|
|
370,767
|
|
|||||
Total assets
|
344,243
|
|
|
340,708
|
|
|
395,682
|
|
|
383,071
|
|
|
466,054
|
|
|||||
Capital leases, net of current portion
|
—
|
|
|
—
|
|
|
340
|
|
|
—
|
|
|
—
|
|
|||||
Total stockholders' equity
|
289,436
|
|
|
294,086
|
|
|
339,258
|
|
|
346,652
|
|
|
411,201
|
|
|||||
Number of employees
|
907
|
|
|
961
|
|
|
1,021
|
|
|
709
|
|
|
729
|
|
(1)
|
Fiscal 2014, 2013, 2012, 2011 and 2010 net losses include restructuring charges, net of
$2.7 million
, $4.7 million, $2.9 million, $0.5 million and $15.9 million, respectively, relating to our global restructuring and reorganization actions. See Note 4—
Restructuring Charges
of the Notes to the Consolidated Financial Statements.
|
(2)
|
Fiscal 2014, 2013, 2012, 2011 and 2010 net losses include impairment charges of
$1.2 million
, $0.8 million, $0.4 million, $0.5 million and $56.4 million, respectively. See Note 6—
Impairment of Long-lived Assets
of the Notes to the Consolidated Financial Statements.
|
(3)
|
Fiscal 2010 gross loss includes an out-of-period adjustment related to cost of revenues that resulted in $2.9 million of additional expense offset by an income tax benefit of $0.5 million.
|
(4)
|
Fiscal 2013 net loss includes $0.3 million attributable to loss on sale of a subsidiary. Fiscal 2010 net loss includes a $3.5 million gain resulting from the release of the liability previously recorded as a secured borrowing due to the dismissal of our complaint against a customer.
|
(5)
|
Fiscal 2012 includes a $25.5 million tax benefit from the release of deferred tax asset valuation allowances due to deferred tax liabilities established on the acquired identifiable intangible assets from our acquisition of MicroProbe. Additionally, fiscal 2011 includes a $2.5 million tax benefit from the release of the deferred tax asset valuation allowance for a non-U.S. jurisdiction.
|
(6)
|
Fiscal 2011 and 2010 include a $0.3 million and $1.1 million net benefit, respectively, from collections on amounts previously reserved as bad debts.
|
(7)
|
Fiscal 2012 includes the following as a result of the MicroProbe Acquisition: $19.8 million in revenue, $5.4 million in the amortization of intangibles expense, $2.6 million release of pre-existing backlog, $0.2 million charge for step-up depreciation on the fair value of fixed assets, resulting in a $6.4 million net loss. As part of the MicroProbe Acquisition, a patent lawsuit was settled with a benefit of $3.3 million.
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
Fiscal 2012
|
|||
Revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of revenues
|
71.2
|
|
|
81.7
|
|
|
85.8
|
|
Gross profit
|
28.8
|
|
|
18.3
|
|
|
14.2
|
|
Operating expenses:
|
|
|
|
|
|
|||
Research and development
|
15.9
|
|
|
18.2
|
|
|
22.5
|
|
Selling, general and administrative
|
19.0
|
|
|
23.0
|
|
|
27.6
|
|
Restructuring charges, net
|
1.0
|
|
|
2.0
|
|
|
1.6
|
|
Loss on sale of subsidiary
|
—
|
|
|
0.1
|
|
|
—
|
|
Impairment of long-lived assets
|
0.5
|
|
|
0.3
|
|
|
0.2
|
|
Gain on settlement of litigation
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
Total operating expenses
|
36.4
|
|
|
43.6
|
|
|
50.1
|
|
Operating loss
|
(7.6
|
)
|
|
(25.3
|
)
|
|
(35.9
|
)
|
Interest income, net
|
0.1
|
|
|
0.2
|
|
|
0.4
|
|
Other income, net
|
0.1
|
|
|
0.3
|
|
|
0.8
|
|
Loss before income taxes
|
(7.4
|
)
|
|
(24.8
|
)
|
|
(34.7
|
)
|
Benefit from income taxes
|
(0.3
|
)
|
|
—
|
|
|
(14.8
|
)
|
Net loss
|
(7.1
|
)%
|
|
(24.8
|
)%
|
|
(19.9
|
)%
|
|
Fiscal
|
|
% of
|
|
Fiscal
|
|
% of
|
|
Change
|
|||||||||||
|
2014
|
|
Revenues
|
|
2013
|
|
Revenues
|
|
$
|
|
%
|
|||||||||
|
(In thousands)
|
|||||||||||||||||||
Revenues by Market:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
SoC
|
$
|
142,360
|
|
|
53.0
|
%
|
|
$
|
115,597
|
|
|
49.9
|
%
|
|
$
|
26,763
|
|
|
23.2
|
%
|
DRAM
|
110,800
|
|
|
41.3
|
|
|
92,603
|
|
|
40.0
|
|
|
18,197
|
|
|
19.7
|
|
|||
Flash
|
15,370
|
|
|
5.7
|
|
|
23,333
|
|
|
10.1
|
|
|
(7,963
|
)
|
|
(34.1
|
)
|
|||
Total revenues
|
$
|
268,530
|
|
|
100.0
|
%
|
|
$
|
231,533
|
|
|
100.0
|
%
|
|
$
|
36,997
|
|
|
16.0
|
%
|
|
Fiscal
2014
|
|
% of
Revenues
|
|
Fiscal
2013
|
|
% of
Revenues
|
||||||
|
(In thousands)
|
||||||||||||
North America
|
$
|
75,393
|
|
|
28.1
|
%
|
|
$
|
63,053
|
|
|
27.2
|
%
|
South Korea
|
52,677
|
|
|
19.6
|
|
|
45,823
|
|
|
19.8
|
|
||
Taiwan
|
49,395
|
|
|
18.4
|
|
|
64,623
|
|
|
27.9
|
|
||
Asia-Pacific (1)
|
34,705
|
|
|
12.9
|
|
|
21,173
|
|
|
9.2
|
|
||
Europe
|
30,677
|
|
|
11.4
|
|
|
20,023
|
|
|
8.6
|
|
||
Japan
|
25,683
|
|
|
9.6
|
|
|
16,838
|
|
|
7.3
|
|
||
Total Revenues
|
$
|
268,530
|
|
|
100.0
|
%
|
|
$
|
231,533
|
|
|
100.0
|
%
|
(1)
|
Asia-Pacific includes all countries in the region except Taiwan, South Korea, and Japan, which are disclosed separately.
|
|
Fiscal
2014
|
|
Fiscal
2013
|
||||
|
(In thousands)
|
||||||
Gross profit
|
$
|
77,439
|
|
|
$
|
42,284
|
|
Gross margin
|
28.8
|
%
|
|
18.3
|
%
|
|
Fiscal
2014
|
|
Fiscal
2013
|
||||
|
(In thousands)
|
||||||
Research and development
|
$
|
42,725
|
|
|
$
|
42,139
|
|
% of revenues
|
15.9
|
%
|
|
18.2
|
%
|
|
Fiscal
2014
|
|
Fiscal
2013
|
||||
|
(In thousands)
|
||||||
Selling, general and administrative
|
$
|
51,385
|
|
|
$
|
53,217
|
|
% of revenues
|
19.0
|
%
|
|
23.0
|
%
|
|
Fiscal
2014
|
|
Fiscal
2013
|
||||
|
(In thousands)
|
||||||
Restructuring charges, net
|
$
|
2,668
|
|
|
$
|
4,658
|
|
% of revenues
|
1.0
|
%
|
|
2.0
|
%
|
|
Fiscal
2014
|
|
Fiscal
2013
|
||||
|
(In thousands)
|
||||||
Loss on sale of subsidiary
|
$
|
—
|
|
|
$
|
300
|
|
% of revenues
|
—
|
%
|
|
0.1
|
%
|
|
Fiscal
2014
|
|
Fiscal
2013
|
||||
|
(In thousands)
|
||||||
Impairment of long-lived assets
|
$
|
1,219
|
|
|
$
|
761
|
|
% of revenues
|
0.5
|
%
|
|
0.3
|
%
|
|
Fiscal
2014
|
|
Fiscal
2013
|
||||
|
(In thousands)
|
||||||
Interest income, net
|
$
|
302
|
|
|
$
|
386
|
|
% of revenues
|
0.1
|
%
|
|
0.2
|
%
|
||
|
|
|
|
||||
Other income, net
|
$
|
161
|
|
|
$
|
623
|
|
% of revenues
|
0.1
|
%
|
|
0.3
|
%
|
|
Fiscal
2014
|
|
Fiscal
2013
|
||||
|
(In thousands)
|
||||||
Benefit from income taxes
|
$
|
(910
|
)
|
|
$
|
(99
|
)
|
Effective tax rate
|
(4.5
|
)%
|
|
(0.2
|
)%
|
|
Fiscal
|
|
% of
|
|
Fiscal
|
|
% of
|
|
Change
|
|||||||||||
|
2013
|
|
Revenues
|
|
2012
|
|
Revenues
|
|
$
|
|
%
|
|||||||||
|
(In thousands)
|
|||||||||||||||||||
Revenues by Market:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
SoC
|
$
|
115,597
|
|
|
49.9
|
%
|
|
$
|
46,586
|
|
|
26.1
|
%
|
|
$
|
69,011
|
|
|
148.1
|
%
|
DRAM
|
92,603
|
|
|
40.0
|
|
|
102,499
|
|
|
57.4
|
|
|
(9,896
|
)
|
|
(9.7
|
)
|
|||
Flash
|
23,333
|
|
|
10.1
|
|
|
29,450
|
|
|
16.5
|
|
|
(6,117
|
)
|
|
(20.8
|
)
|
|||
Total revenues
|
$
|
231,533
|
|
|
100.0
|
%
|
|
$
|
178,535
|
|
|
100.0
|
%
|
|
$
|
52,998
|
|
|
29.7
|
%
|
|
Fiscal
2013
|
|
% of
Revenues
|
|
Fiscal
2012
|
|
% of
Revenues
|
||||||
|
(In thousands)
|
||||||||||||
Taiwan
|
$
|
64,623
|
|
|
27.9
|
%
|
|
$
|
36,963
|
|
|
20.7
|
%
|
North America
|
63,053
|
|
|
27.2
|
|
|
27,508
|
|
|
15.4
|
|
||
South Korea
|
45,823
|
|
|
19.8
|
|
|
58,515
|
|
|
32.8
|
|
||
Asia-Pacific (1)
|
21,173
|
|
|
9.2
|
|
|
22,573
|
|
|
12.7
|
|
||
Europe
|
20,023
|
|
|
8.6
|
|
|
11,662
|
|
|
6.5
|
|
||
Japan
|
16,838
|
|
|
7.3
|
|
|
21,314
|
|
|
11.9
|
|
||
Total Revenues
|
$
|
231,533
|
|
|
100.0
|
%
|
|
$
|
178,535
|
|
|
100.0
|
%
|
(1)
|
Asia-Pacific includes all countries in the region except Taiwan, South Korea, and Japan, which are disclosed separately.
|
|
Fiscal
2013
|
|
Fiscal
2012
|
||||
|
(In thousands)
|
||||||
Gross profit
|
$
|
42,284
|
|
|
$
|
25,331
|
|
Gross margin
|
18.3
|
%
|
|
14.2
|
%
|
|
Fiscal
2013
|
|
Fiscal
2012
|
||||
|
(In thousands)
|
||||||
Research and development
|
$
|
42,139
|
|
|
$
|
40,130
|
|
% of revenues
|
18.2
|
%
|
|
22.5
|
%
|
|
Fiscal
2013
|
|
Fiscal
2012
|
||||
|
(In thousands)
|
||||||
Selling, general and administrative
|
$
|
53,217
|
|
|
$
|
49,231
|
|
% of revenues
|
23.0
|
%
|
|
27.6
|
%
|
|
Fiscal
2013
|
|
Fiscal
2012
|
||||
|
(In thousands)
|
||||||
Restructuring charges, net
|
$
|
4,658
|
|
|
$
|
2,917
|
|
% of revenues
|
2.0
|
%
|
|
1.6
|
%
|
|
Fiscal
2013
|
|
Fiscal
2012
|
||||
|
(In thousands)
|
||||||
Loss on sale of subsidiary
|
$
|
300
|
|
|
$
|
—
|
|
% of revenues
|
0.1
|
%
|
|
—
|
%
|
|
Fiscal
2013
|
|
Fiscal
2012
|
||||
|
(In thousands)
|
||||||
Impairment of long-lived assets
|
$
|
761
|
|
|
$
|
421
|
|
% of revenues
|
0.3
|
%
|
|
0.2
|
%
|
|
Fiscal
2013
|
|
Fiscal
2012
|
||||
|
(In thousands)
|
||||||
Gain on settlement of litigation
|
$
|
—
|
|
|
$
|
(3,250
|
)
|
% of revenues
|
—
|
%
|
|
(1.8
|
)%
|
|
Fiscal
2013
|
|
Fiscal
2012
|
||||
|
(In thousands)
|
||||||
Interest income, net
|
$
|
386
|
|
|
$
|
691
|
|
% of revenues
|
0.2
|
%
|
|
0.4
|
%
|
||
|
|
|
|
||||
Other income, net
|
$
|
623
|
|
|
$
|
1,461
|
|
% of revenues
|
0.3
|
%
|
|
0.8
|
%
|
|
Fiscal
2013
|
|
Fiscal
2012
|
||||
|
(In thousands)
|
||||||
Benefit from income taxes
|
$
|
(99
|
)
|
|
$
|
(26,420
|
)
|
Effective tax rate
|
(0.2
|
)%
|
|
(42.6
|
)%
|
|
Fiscal
2014
|
|
Fiscal
2013
|
|
Fiscal
2012
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
17,659
|
|
|
$
|
(5,802
|
)
|
|
$
|
(26,228
|
)
|
Net cash provided by (used in) investing activities
|
37,339
|
|
|
(7,750
|
)
|
|
(40,701
|
)
|
|||
Net cash provided by financing activities
|
2,542
|
|
|
1,999
|
|
|
2,139
|
|
|
Payments Due In Fiscal Years
|
||||||||||||||||||
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
After 2019
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating leases
|
$
|
4,157
|
|
|
$
|
7,078
|
|
|
$
|
6,982
|
|
|
$
|
5,936
|
|
|
$
|
24,153
|
|
Purchase obligations
|
10,899
|
|
|
502
|
|
|
—
|
|
|
—
|
|
|
11,401
|
|
|||||
Total
|
$
|
15,056
|
|
|
$
|
7,580
|
|
|
$
|
6,982
|
|
|
$
|
5,936
|
|
|
$
|
35,554
|
|
(a)
|
The following documents are filed as part of this Annual Report on Form 10-K:
|
(b)
|
Financial Statement Schedules:
|
(c)
|
Exhibits:
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No
|
|
Date of
First Filing
|
|
Exhibit
Number
|
|
Filed
Herewith
|
|||||
2.01***
|
|
|
Agreement and Plan of Merger dated as of August 31, 2012 among Astria Semiconductor Holdings, Inc., the Registrant, ELM Acquisition, Inc. and Fortis Advisors LLC, as Equityholder Representative
|
|
10-Q/A
|
|
|
000-50307
|
|
|
1/23/2013
|
|
|
33.01
|
|
|
|
3.01
|
|
|
Amended and Restated Certificate of Incorporation of the Registrant as filed with the Delaware Secretary of State on June 17, 2003
|
|
S-1
|
|
|
333-109815
|
|
|
10/20/2003
|
|
|
3.01
|
|
|
|
3.02
|
|
|
Amended and Restated Bylaws of the Registrant
|
|
8-K
|
|
|
000-50307
|
|
|
5/25/2005
|
|
|
3.02
|
|
|
|
4.01
|
|
|
Specimen Common Stock Certificate
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/28/2002
|
|
|
4.01
|
|
|
|
10.01+
|
|
|
Form of Indemnity Agreement
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/28/2002
|
|
|
10.01
|
|
|
|
10.02+
|
|
|
Form of Change of Control Severance Agreement
|
|
10-K
|
|
|
000-50307
|
|
|
3/14/2005
|
|
|
10.48
|
|
|
|
10.03+
|
|
|
1996 Stock Option Plan, and form of option grant
|
|
S-1
|
|
|
333-86738
|
|
|
4/22/2002
|
|
|
10.03
|
|
|
|
10.04+
|
|
|
Incentive Option Plan, and form of option grant
|
|
S-1
|
|
|
333-86738
|
|
|
4/22/2002
|
|
|
10.04
|
|
|
|
10.05+
|
|
|
Management Incentive Option Plan, and form of option grant
|
|
S-1
|
|
|
333-86738
|
|
|
4/22/2002
|
|
|
10.05
|
|
|
|
10.06+
|
|
|
2002 Equity Incentive Plan, as amended, and forms of plan agreements
|
|
10-Q
|
|
|
000-50307
|
|
|
5/4/2011
|
|
|
10.06
|
|
|
|
10.07+
|
|
|
2002 Employee Stock Purchase Plan, as amended
|
|
10-Q
|
|
|
000-50307
|
|
|
8/7/2007
|
|
|
10.01
|
|
|
|
10.08+
|
|
|
Key Employee Bonus Plan, as amended
|
|
10-Q
|
|
|
000-50307
|
|
|
5/7/2007
|
|
|
10.01
|
|
|
|
10.09+
|
|
|
Equity Incentive Plan, as amended and restated effective April 18, 2012, and forms of plan agreements
|
|
10-K
|
|
|
000-50307
|
|
|
3/13/2013
|
|
|
10.09
|
|
|
|
10.10+
|
|
|
Employee Stock Purchase Plan, as amended and restated April 18, 2012
|
|
10-K
|
|
|
000-50307
|
|
|
3/13/2013
|
|
|
10.10
|
|
|
|
10.11
|
|
|
Pacific Corporate Center Lease by and between Greenville Holding Company LLC (successor to Greenville Investors, L.P.) ("Greenville") and the Registrant dated May 3, 2001
|
|
S-1/A
|
|
|
333-86738
|
|
|
6/10/2003
|
|
|
10.18
|
|
|
|
10.12
|
|
|
First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/7/2003
|
|
|
10.18.1
|
|
|
|
10.13
|
|
|
Pacific Corporate Center Lease by and between Greenville and the Registrant dated May 3, 2001
|
|
S-1/A
|
|
|
333-86738
|
|
|
6/10/2003
|
|
|
10.19
|
|
|
|
10.14
|
|
|
First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/7/2003
|
|
|
10.19.1
|
|
|
|
10.15
|
|
|
Pacific Corporate Center Lease by and between Greenville and the Registrant dated May 3, 2001
|
|
S-1/A
|
|
|
333-86738
|
|
|
6/10/2003
|
|
|
10.2
|
|
|
|
10.16+
|
|
|
First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/7/2003
|
|
|
10.20.1
|
|
|
|
10.17+
|
|
|
Pacific Corporate Center Lease by and between Greenville and the Registrant dated September 7, 2004, as amended by First Amendment to Building 6 Lease dated August 16, 2006
|
|
10-Q
|
|
|
000-50307
|
|
|
11/7/2006
|
|
|
10.01
|
|
|
|
10.18+
|
|
|
Employment Letter Agreement, dated September 2, 2010, between Thomas St. Dennis and the Registrant
|
|
8-K
|
|
|
000-50307
|
|
|
9/17/2010
|
|
|
99.01+
|
|
|
|
10.19+
|
|
|
Employment Offer Letter, dated August 29, 2012 to Mike Slessor
|
|
10-K
|
|
|
000-50307
|
|
|
3/13/2013
|
|
|
10.19+
|
|
|
|
10.20+
|
|
|
Tax withholding reimbursement letter between Mike Slessor and the Registrant dated December 30, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
16.01
|
|
|
Letter of PricewaterhouseCoopers LLP dated April 8, 2013
|
|
8-K
|
|
|
000-50307
|
|
|
4/8/2013
|
|
|
16.01
|
|
|
|
21.01
|
|
|
List of Registrant's subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
23.01
|
|
|
Consent of Independent Registered Public Accounting Firm - PwC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
23.02
|
|
|
Consent of Independent Registered Public Accounting Firm - KPMG
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
24.01
|
|
|
Power of Attorney (included on the signature page of this Form 10-K)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
31.01
|
|
|
Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
31.02
|
|
|
Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
32.01*
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.INS**
|
|
|
XBRL Instance Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.SCH**
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.CAL**
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.DEF**
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.LAB**
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.PRE**
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
*
|
This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
**
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
|
***
|
Confidential treatment has been requested for portions of this document. The schedules, exhibits, and annexes to this exhibit have been omitted in reliance on Item 601(b)(2) of Regulation S-K and will be furnished supplementally to the SEC upon request.
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
|
FORMFACTOR, INC.
|
|
||
|
By:
|
|
/s/ MICHAEL M. LUDWIG
|
|
|
|
|
Michael M. Ludwig
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
|
|
|
Signature
|
Title
|
Date
|
|
|
|
|
|
|
|
Principal Executive Officer:
|
|
|
|
|
/s/ MICHAEL D. SLESSOR
|
Chief Executive Officer and Director
|
|
March 6, 2015
|
|
Michael D. Slessor
|
|||
|
Principal Financial Officer and Principal
Accounting Officer:
|
|
|
|
|
/s/ MICHAEL M. LUDWIG
|
Chief Financial Officer
|
|
March 6, 2015
|
|
Michael M. Ludwig
|
|
Signature
|
Title
|
|
Date
|
|
|
|
|
|
|
Additional Directors:
|
|
|
|
|
|
|
|
|
|
/s/ LOTHAR MAIER
|
Director
|
|
March 6, 2015
|
|
Lothar Maier
|
|
||
|
|
|
|
|
|
/s/ EDWARD ROGAS, JR
|
Director
|
|
March 6, 2015
|
|
Edward Rogas, Jr
|
|
||
|
|
|
|
|
|
/s/ MICHAEL W. ZELLNER
|
Director
|
|
March 6, 2015
|
|
Michael W. Zellner
|
|
||
|
|
|
|
|
|
/s/ RICHARD DELATEUR
|
Director
|
|
March 6, 2015
|
|
Richard DeLateur
|
|
||
|
|
|
|
|
|
/s/ THOMAS ST. DENNIS
|
Director
|
|
March 6, 2015
|
|
Thomas St. Dennis
|
|
|
December 27, 2014
|
|
December 28, 2013
|
||||
|
(In thousands, except share
and per share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
113,940
|
|
|
$
|
59,196
|
|
Marketable securities
|
49,897
|
|
|
91,895
|
|
||
Accounts receivable, net
|
45,152
|
|
|
30,189
|
|
||
Inventories, net
|
25,548
|
|
|
20,707
|
|
||
Deferred tax assets
|
2,036
|
|
|
2,776
|
|
||
Refundable income taxes
|
782
|
|
|
782
|
|
||
Prepaid expenses and other current assets
|
6,919
|
|
|
6,106
|
|
||
Total current assets
|
244,274
|
|
|
211,651
|
|
||
Restricted cash
|
435
|
|
|
435
|
|
||
Property, plant and equipment, net
|
25,498
|
|
|
35,190
|
|
||
Goodwill
|
30,731
|
|
|
30,731
|
|
||
Intangibles, net
|
38,689
|
|
|
57,470
|
|
||
Deferred tax assets
|
3,466
|
|
|
3,960
|
|
||
Other assets
|
1,150
|
|
|
1,271
|
|
||
Total assets
|
$
|
344,243
|
|
|
$
|
340,708
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
20,274
|
|
|
$
|
16,313
|
|
Accrued liabilities
|
21,217
|
|
|
13,985
|
|
||
Capital leases, current portion
|
—
|
|
|
270
|
|
||
Income taxes payable
|
68
|
|
|
172
|
|
||
Deferred revenue
|
6,303
|
|
|
7,030
|
|
||
Total current liabilities
|
47,862
|
|
|
37,770
|
|
||
Long-term income taxes payable
|
1,094
|
|
|
2,497
|
|
||
Deferred tax liabilities
|
2,208
|
|
|
3,029
|
|
||
Deferred rent and other liabilities
|
3,643
|
|
|
3,326
|
|
||
Total liabilities
|
54,807
|
|
|
46,622
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.001 par value:
|
|
|
|
||||
10,000,000 shares authorized; no shares issued and outstanding at December 27, 2014 and December 28, 2013
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value:
|
|
|
|
||||
250,000,000 shares authorized; 56,518,428 and 54,649,600 shares issued and outstanding at December 27, 2014 and December 28, 2013, respectively
|
57
|
|
|
55
|
|
||
Additional paid-in capital
|
711,676
|
|
|
695,631
|
|
||
Accumulated other comprehensive loss
|
(1,761
|
)
|
|
(249
|
)
|
||
Accumulated deficit
|
(420,536
|
)
|
|
(401,351
|
)
|
||
Total stockholders' equity
|
289,436
|
|
|
294,086
|
|
||
Total liabilities and stockholders' equity
|
$
|
344,243
|
|
|
$
|
340,708
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenues
|
$
|
268,530
|
|
|
$
|
231,533
|
|
|
$
|
178,535
|
|
Cost of revenues
|
191,091
|
|
|
189,249
|
|
|
153,204
|
|
|||
Gross profit
|
77,439
|
|
|
42,284
|
|
|
25,331
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
42,725
|
|
|
42,139
|
|
|
40,130
|
|
|||
Selling, general and administrative
|
51,385
|
|
|
53,217
|
|
|
49,231
|
|
|||
Restructuring charges, net
|
2,668
|
|
|
4,658
|
|
|
2,917
|
|
|||
Loss on sale of subsidiary
|
—
|
|
|
300
|
|
|
—
|
|
|||
Impairment of long-lived assets
|
1,219
|
|
|
761
|
|
|
421
|
|
|||
Gain on settlement of litigation
|
—
|
|
|
—
|
|
|
(3,250
|
)
|
|||
Total operating expenses
|
97,997
|
|
|
101,075
|
|
|
89,449
|
|
|||
Operating loss
|
(20,558
|
)
|
|
(58,791
|
)
|
|
(64,118
|
)
|
|||
Interest income, net
|
302
|
|
|
386
|
|
|
691
|
|
|||
Other income, net
|
161
|
|
|
623
|
|
|
1,461
|
|
|||
Loss before income taxes
|
(20,095
|
)
|
|
(57,782
|
)
|
|
(61,966
|
)
|
|||
Benefit from income taxes
|
(910
|
)
|
|
(99
|
)
|
|
(26,420
|
)
|
|||
Net loss
|
$
|
(19,185
|
)
|
|
$
|
(57,683
|
)
|
|
$
|
(35,546
|
)
|
Net loss per share:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(0.34
|
)
|
|
$
|
(1.06
|
)
|
|
$
|
(0.70
|
)
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
|
||||||
Basic and diluted
|
55,908
|
|
|
54,204
|
|
|
50,551
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||||
|
(In thousands)
|
||||||||||
Net loss
|
$
|
(19,185
|
)
|
|
$
|
(57,683
|
)
|
|
$
|
(35,546
|
)
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(1,502
|
)
|
|
(1,825
|
)
|
|
(838
|
)
|
|||
Unrealized losses on available-for-sale marketable securities
|
(10
|
)
|
|
(139
|
)
|
|
(147
|
)
|
|||
Other comprehensive loss, net of tax
|
(1,512
|
)
|
|
(1,964
|
)
|
|
(985
|
)
|
|||
Comprehensive loss
|
$
|
(20,697
|
)
|
|
$
|
(59,647
|
)
|
|
$
|
(36,531
|
)
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total
|
|||||||||||||
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|||||||||||||||||||
|
(In thousands, except shares)
|
|||||||||||||||||||||
Balances, December 31, 2011
|
49,268,479
|
|
|
$
|
50
|
|
|
$
|
652,024
|
|
|
$
|
2,700
|
|
|
$
|
(308,122
|
)
|
|
$
|
346,652
|
|
Issuance of common stock pursuant to exercise of options for cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock pursuant to acquisition of business
|
3,020,944
|
|
|
3
|
|
|
13,802
|
|
|
—
|
|
|
—
|
|
|
13,805
|
|
|||||
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld
|
464,203
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|||||
Issuance of common stock under the Employee Stock Purchase Plan
|
533,077
|
|
|
1
|
|
|
2,357
|
|
|
—
|
|
|
—
|
|
|
2,358
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
13,080
|
|
|
—
|
|
|
—
|
|
|
13,080
|
|
|||||
Components of other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Change in unrealized gain (loss) on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(147
|
)
|
|
—
|
|
|
(147
|
)
|
|||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(838
|
)
|
|
—
|
|
|
(838
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,546
|
)
|
|
(35,546
|
)
|
|||||
Balances, December 29, 2012
|
53,286,703
|
|
|
54
|
|
|
681,157
|
|
|
1,715
|
|
|
(343,668
|
)
|
|
339,258
|
|
|||||
Issuance of common stock pursuant to exercise of options for cash
|
20,000
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|||||
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld
|
759,724
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Issuance of common stock under the Employee Stock Purchase Plan
|
583,173
|
|
|
1
|
|
|
2,501
|
|
|
—
|
|
|
—
|
|
|
2,502
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
11,871
|
|
|
—
|
|
|
—
|
|
|
11,871
|
|
|||||
Components of other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Change in unrealized gain (loss) on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(139
|
)
|
|
—
|
|
|
(139
|
)
|
|||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,825
|
)
|
|
—
|
|
|
(1,825
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,683
|
)
|
|
(57,683
|
)
|
|||||
Balances, December 28, 2013
|
54,649,600
|
|
|
55
|
|
|
695,631
|
|
|
(249
|
)
|
|
(401,351
|
)
|
|
294,086
|
|
|||||
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld
|
1,282,442
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Issuance of common stock under the Employee Stock Purchase Plan
|
586,386
|
|
|
1
|
|
|
2,811
|
|
|
—
|
|
|
—
|
|
|
2,812
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
13,234
|
|
|
—
|
|
|
—
|
|
|
13,234
|
|
|||||
Components of other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Change in unrealized gain (loss) on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,502
|
)
|
|
—
|
|
|
(1,502
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,185
|
)
|
|
(19,185
|
)
|
|||||
Balances, December 27, 2014
|
56,518,428
|
|
|
$
|
57
|
|
|
$
|
711,676
|
|
|
$
|
(1,761
|
)
|
|
$
|
(420,536
|
)
|
|
$
|
289,436
|
|
FORMFACTOR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
|
Fiscal Year Ended
|
||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(19,185
|
)
|
|
$
|
(57,683
|
)
|
|
$
|
(35,546
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
30,491
|
|
|
28,909
|
|
|
16,901
|
|
|||
Amortization of discount on investments
|
208
|
|
|
463
|
|
|
91
|
|
|||
Stock-based compensation expense
|
13,279
|
|
|
12,124
|
|
|
13,049
|
|
|||
Deferred income tax provision (benefit)
|
230
|
|
|
445
|
|
|
(24,460
|
)
|
|||
Provision (recovery) for doubtful accounts receivable
|
1
|
|
|
(19
|
)
|
|
52
|
|
|||
Provision for excess and obsolete inventories
|
7,127
|
|
|
10,461
|
|
|
7,232
|
|
|||
(Gain) loss on disposal and write-off of long-lived assets
|
(10
|
)
|
|
365
|
|
|
41
|
|
|||
Gain on settlement of litigation
|
—
|
|
|
—
|
|
|
(3,250
|
)
|
|||
Impairment of long-lived assets
|
1,219
|
|
|
761
|
|
|
421
|
|
|||
Loss on sale of subsidiary
|
—
|
|
|
300
|
|
|
—
|
|
|||
Non-cash restructuring
|
600
|
|
|
2,743
|
|
|
462
|
|
|||
Foreign currency transaction losses
|
2,489
|
|
|
620
|
|
|
1,267
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(15,949
|
)
|
|
(2,102
|
)
|
|
5,158
|
|
|||
Inventories
|
(11,975
|
)
|
|
(7,980
|
)
|
|
(926
|
)
|
|||
Prepaid expenses and other current assets
|
(822
|
)
|
|
3,557
|
|
|
821
|
|
|||
Refundable income taxes
|
—
|
|
|
5,143
|
|
|
(27
|
)
|
|||
Other assets
|
25
|
|
|
138
|
|
|
426
|
|
|||
Accounts payable
|
4,155
|
|
|
(2,324
|
)
|
|
(5,903
|
)
|
|||
Accrued liabilities
|
7,765
|
|
|
(2,474
|
)
|
|
(1,123
|
)
|
|||
Income taxes payable
|
(1,511
|
)
|
|
(346
|
)
|
|
(2,145
|
)
|
|||
Deferred rent and other liabilities
|
248
|
|
|
83
|
|
|
167
|
|
|||
Deferred revenues
|
(726
|
)
|
|
1,014
|
|
|
1,064
|
|
|||
Net cash provided by (used in) operating activities
|
17,659
|
|
|
(5,802
|
)
|
|
(26,228
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition of property, plant and equipment
|
(5,670
|
)
|
|
(8,530
|
)
|
|
(7,952
|
)
|
|||
Acquisition of MicroProbe, net of cash acquired
|
—
|
|
|
—
|
|
|
(96,652
|
)
|
|||
Proceeds (use of cash) from sale of subsidiary
|
115
|
|
|
(210
|
)
|
|
—
|
|
|||
Proceeds from sale of property, plant and equipment
|
1,114
|
|
|
61
|
|
|
—
|
|
|||
Purchases of marketable securities
|
(31,693
|
)
|
|
(91,338
|
)
|
|
(82,437
|
)
|
|||
Proceeds from maturities of marketable securities
|
73,473
|
|
|
90,385
|
|
|
135,340
|
|
|||
Proceeds from sale of marketable securities
|
—
|
|
|
2,000
|
|
|
11,000
|
|
|||
Change in restricted cash
|
—
|
|
|
(118
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
37,339
|
|
|
(7,750
|
)
|
|
(40,701
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuances of common stock
|
2,813
|
|
|
2,602
|
|
|
2,251
|
|
|||
Payments made on capital leases
|
(271
|
)
|
|
(603
|
)
|
|
(112
|
)
|
|||
Net cash provided by financing activities
|
2,542
|
|
|
1,999
|
|
|
2,139
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(2,796
|
)
|
|
(1,494
|
)
|
|
(2,016
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
54,744
|
|
|
(13,047
|
)
|
|
(66,806
|
)
|
|||
Cash and cash equivalents, beginning of year
|
59,196
|
|
|
72,243
|
|
|
139,049
|
|
|||
Cash and cash equivalents, end of year
|
$
|
113,940
|
|
|
$
|
59,196
|
|
|
$
|
72,243
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Fair value of stock issued in connection with the MicroProbe Acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,805
|
|
Changes in accounts payable and accrued liabilities related to property, plant and equipment purchases
|
$
|
(122
|
)
|
|
$
|
1,528
|
|
|
$
|
2,215
|
|
Working capital adjustment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,782
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Income and property taxes paid (refunded), net
|
$
|
950
|
|
|
$
|
(6,152
|
)
|
|
$
|
(40
|
)
|
•
|
Level 1 valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets.
|
•
|
Level 2 inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices near the reporting date in markets that are less active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3 valuations are based on unobservable inputs to the valuation methodology and include our own data about assumptions market participants would use in pricing the asset or liability based on the best information available under the circumstances.
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
Fiscal 2012
|
|||
Intel
|
19.7
|
%
|
|
17.7
|
%
|
|
* %
|
|
SK hynix
|
16.9
|
|
|
16.5
|
|
|
29.4
|
|
Micron
|
15.0
|
|
|
11.7
|
|
|
13.3
|
|
Samsung
|
*
|
|
|
*
|
|
|
12.4
|
|
Total
|
51.6
|
%
|
|
45.9
|
%
|
|
55.1
|
%
|
|
Fiscal Years Ended
|
||||||
|
December 27, 2014
|
|
December 28, 2013
|
||||
Balance at beginning of year
|
$
|
691
|
|
|
$
|
734
|
|
Accruals
|
2,972
|
|
|
1,916
|
|
||
Settlements
|
(2,071
|
)
|
|
(1,959
|
)
|
||
Balance at end of year
|
$
|
1,592
|
|
|
$
|
691
|
|
|
Balance at Beginning of Year
|
|
Additions
|
|
Reductions
|
|
Balance at End of Year
|
||||||||
Fiscal year ended December 29, 2012
|
$
|
238
|
|
|
$
|
202
|
|
|
$
|
(151
|
)
|
|
$
|
289
|
|
Fiscal year ended December 28, 2013
|
289
|
|
|
—
|
|
|
(24
|
)
|
|
265
|
|
||||
Fiscal year ended December 27, 2014
|
$
|
265
|
|
|
$
|
5
|
|
|
$
|
(4
|
)
|
|
$
|
266
|
|
|
Fiscal Years Ended
|
||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss used in computing basic and diluted net loss per share
|
$
|
(19,185
|
)
|
|
$
|
(57,683
|
)
|
|
$
|
(35,546
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares used in computing basic net loss per share
|
55,908
|
|
|
54,204
|
|
|
50,551
|
|
|||
Add potentially dilutive securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average shares used in computing basic and diluted net loss per share
|
55,908
|
|
|
54,204
|
|
|
50,551
|
|
|
Fiscal Years Ended
|
|||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
|||
Options to purchase common stock
|
2,874
|
|
|
3,805
|
|
|
4,430
|
|
Restricted stock units
|
—
|
|
|
373
|
|
|
1,246
|
|
Employee stock purchase plan
|
28
|
|
|
22
|
|
|
39
|
|
Total potentially dilutive securities
|
2,902
|
|
|
4,200
|
|
|
5,715
|
|
|
|
December 27, 2014
|
|
December 28, 2013
|
||||
Unrealized loss on marketable securities, net of tax of $428 in fiscal 2014 and fiscal 2013, respectively
|
|
$
|
(419
|
)
|
|
$
|
(409
|
)
|
Cumulative translation adjustments
|
|
(1,342
|
)
|
|
160
|
|
||
Accumulated other comprehensive loss
|
|
$
|
(1,761
|
)
|
|
$
|
(249
|
)
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
U.S. Treasuries
|
$
|
42,386
|
|
|
$
|
13
|
|
|
$
|
(4
|
)
|
|
$
|
42,395
|
|
Agency securities (Federal)
|
7,502
|
|
|
—
|
|
|
—
|
|
|
7,502
|
|
||||
|
$
|
49,888
|
|
|
$
|
13
|
|
|
$
|
(4
|
)
|
|
$
|
49,897
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
U.S. Treasuries
|
$
|
48,991
|
|
|
$
|
33
|
|
|
$
|
(10
|
)
|
|
$
|
49,014
|
|
Commercial paper
|
11,623
|
|
|
—
|
|
|
—
|
|
|
11,623
|
|
||||
Agency securities (Federal)
|
31,261
|
|
|
1
|
|
|
(4
|
)
|
|
31,258
|
|
||||
|
$
|
91,875
|
|
|
$
|
34
|
|
|
$
|
(14
|
)
|
|
$
|
91,895
|
|
|
December 27, 2014
|
|
December 28, 2013
|
||||||||||||
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Due in one year or less
|
$
|
38,499
|
|
|
$
|
38,509
|
|
|
$
|
59,888
|
|
|
$
|
59,894
|
|
Due after one year to five years
|
11,389
|
|
|
11,388
|
|
|
31,987
|
|
|
32,001
|
|
||||
|
$
|
49,888
|
|
|
$
|
49,897
|
|
|
$
|
91,875
|
|
|
$
|
91,895
|
|
|
Fiscal Years Ended
|
||||||
|
December 27, 2014
|
|
December 28, 2013
|
||||
Asset retirement obligation beginning balance
|
$
|
988
|
|
|
$
|
1,292
|
|
Liabilities settled
|
—
|
|
|
(169
|
)
|
||
Currency translation
|
(85
|
)
|
|
(135
|
)
|
||
Asset retirement obligation ending balance
|
$
|
903
|
|
|
$
|
988
|
|
|
Fiscal Years Ended
|
||||||
|
December 27, 2014
|
|
December 28, 2013
|
||||
Raw materials
|
$
|
10,646
|
|
|
$
|
7,411
|
|
Work-in-progress
|
12,813
|
|
|
10,531
|
|
||
Finished goods
|
2,089
|
|
|
2,765
|
|
||
|
$
|
25,548
|
|
|
$
|
20,707
|
|
|
Fiscal Years Ended
|
||||||
|
December 27, 2014
|
|
December 28, 2013
|
||||
Building
|
$
|
—
|
|
|
$
|
790
|
|
Machinery and equipment
|
145,995
|
|
|
143,463
|
|
||
Computer equipment and software
|
28,953
|
|
|
34,547
|
|
||
Capital leases
|
—
|
|
|
866
|
|
||
Furniture and fixtures
|
5,402
|
|
|
5,495
|
|
||
Leasehold improvements
|
66,821
|
|
|
67,384
|
|
||
Sub-total
|
247,171
|
|
|
252,545
|
|
||
Less: Accumulated depreciation and amortization
|
(224,135
|
)
|
|
(221,346
|
)
|
||
Net long-lived assets
|
23,036
|
|
|
31,199
|
|
||
Construction-in-progress
|
2,462
|
|
|
3,991
|
|
||
Total
|
$
|
25,498
|
|
|
$
|
35,190
|
|
|
Fiscal Years Ended
|
||||||
|
December 27, 2014
|
|
December 28, 2013
|
||||
Accrued compensation and benefits
|
$
|
12,431
|
|
|
$
|
7,975
|
|
Accrued indirect and other taxes
|
2,223
|
|
|
1,400
|
|
||
Accrued commissions
|
460
|
|
|
448
|
|
||
Accrued warranty
|
1,592
|
|
|
691
|
|
||
Deferred rent
|
216
|
|
|
154
|
|
||
Accrued restructuring
|
584
|
|
|
138
|
|
||
Other accrued expenses
|
3,711
|
|
|
3,179
|
|
||
|
$
|
21,217
|
|
|
$
|
13,985
|
|
|
Employee
Severance and Benefits |
|
Property and Equipment Impairment
|
|
Contract
Termination and Other Costs |
|
Total
|
||||||||
Accrual at December 31, 2011
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
200
|
|
Restructuring charges
|
2,261
|
|
|
462
|
|
|
194
|
|
|
2,917
|
|
||||
Adjustments to restructuring charges
|
—
|
|
|
—
|
|
|
31
|
|
|
31
|
|
||||
Cash payments
|
(1,913
|
)
|
|
—
|
|
|
(157
|
)
|
|
(2,070
|
)
|
||||
Non-cash settlements
|
—
|
|
|
(462
|
)
|
|
—
|
|
|
(462
|
)
|
||||
Accrual at December 31, 2012
|
548
|
|
|
—
|
|
|
68
|
|
|
616
|
|
||||
Restructuring charges
|
2,083
|
|
|
2,743
|
|
|
15
|
|
|
4,841
|
|
||||
Asset impairments
|
—
|
|
|
(2,743
|
)
|
|
—
|
|
|
(2,743
|
)
|
||||
Adjustments to restructuring charges
|
(178
|
)
|
|
(5
|
)
|
|
—
|
|
|
(183
|
)
|
||||
Cash payments
|
(2,320
|
)
|
|
(32
|
)
|
|
(17
|
)
|
|
(2,369
|
)
|
||||
Non-cash settlements
|
5
|
|
|
37
|
|
|
(66
|
)
|
|
(24
|
)
|
||||
Accrual at December 28, 2013
|
138
|
|
|
—
|
|
|
—
|
|
|
138
|
|
||||
Restructuring charges
|
2,068
|
|
|
600
|
|
|
—
|
|
|
2,668
|
|
||||
Asset impairments
|
—
|
|
|
(600
|
)
|
|
—
|
|
|
(600
|
)
|
||||
Cash payments
|
(1,620
|
)
|
|
—
|
|
|
—
|
|
|
(1,620
|
)
|
||||
Non-cash settlements
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||
Accrual at December 27, 2014
|
$
|
584
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
584
|
|
December 27, 2014
|
|
Contract Position
|
|
Contract Amount
(Local Currency) |
|
Contract Amount
(U.S. Dollar) |
|||
|
|
|
|
(In thousands)
|
|||||
Japanese Yen
|
Sell
|
|
1,955,798
|
|
|
$
|
16,241
|
|
|
Taiwan Dollar
|
Buy
|
|
(30,886
|
)
|
|
(977
|
)
|
||
Korean Won
|
Buy
|
|
(1,763,054
|
)
|
|
(1,613
|
)
|
||
|
Total USD notional amount of outstanding foreign exchange contracts
|
|
|
|
|
$
|
13,651
|
|
December 28, 2013
|
|
Contract Position
|
|
Contract Amount
(Local Currency) |
|
Contract Amount
(U.S. Dollar) |
|||
|
|
|
|
(In thousands)
|
|||||
Japanese Yen
|
Sell
|
|
439,328
|
|
|
$
|
4,174
|
|
|
Taiwan Dollar
|
Buy
|
|
(13,772
|
)
|
|
(462
|
)
|
||
Korean Won
|
Buy
|
|
(1,034,319
|
)
|
|
(983
|
)
|
||
|
Total USD notional amount of outstanding foreign exchange contracts
|
|
|
|
|
$
|
2,729
|
|
|
|
|
|
Fiscal Years Ended
|
||||||
Derivatives Not Designated as Hedging Instruments
|
|
Location of Gain (Loss) Recognized
on Derivatives |
|
December 27, 2014
|
|
December 28, 2013
|
||||
Foreign exchange forward contracts
|
|
Other Income, net
|
|
$
|
1,768
|
|
|
$
|
(5
|
)
|
|
Fiscal Years Ended
|
||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||||
Impairment of long-lived assets:
|
|
|
|
|
|
||||||
Assets held for sale
|
$
|
191
|
|
|
$
|
—
|
|
|
$
|
168
|
|
Assets to be disposed of other than by sale
|
1,028
|
|
|
761
|
|
|
253
|
|
|||
Total
|
$
|
1,219
|
|
|
$
|
761
|
|
|
$
|
421
|
|
•
|
Level 1—Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2—Inputs, other than the quoted prices in active markets, such as quoted prices for similar assets or liabilities, quoted prices near the reporting date in markets that are less active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Cash equivalents
|
|
|
|
|
|
||||||
Money market funds
|
$
|
65,303
|
|
|
$
|
—
|
|
|
$
|
65,303
|
|
Marketable securities
|
|
|
|
|
|
||||||
U.S. Treasuries
|
—
|
|
|
42,395
|
|
|
42,395
|
|
|||
Agency securities (Federal)
|
—
|
|
|
7,502
|
|
|
7,502
|
|
|||
Total
|
$
|
65,303
|
|
|
$
|
49,897
|
|
|
$
|
115,200
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Cash equivalents
|
|
|
|
|
|
||||||
Money market funds
|
$
|
27,943
|
|
|
$
|
—
|
|
|
$
|
27,943
|
|
Marketable securities
|
|
|
|
|
|
||||||
Commercial paper
|
—
|
|
|
11,623
|
|
|
11,623
|
|
|||
U.S. Treasuries
|
—
|
|
|
49,014
|
|
|
49,014
|
|
|||
Agency securities (Federal)
|
—
|
|
|
31,258
|
|
|
31,258
|
|
|||
Total
|
$
|
27,943
|
|
|
$
|
91,895
|
|
|
$
|
119,838
|
|
|
|
Intangible Assets, Gross Amount
|
|
Accumulated Amortization
|
|
Intangible Assets, Net
|
|
Weight Average Useful Life
|
|||||||||||||||||||||||||
Other Intangible Assets (1)
|
|
December 28, 2013
|
|
Additions/Disposals
|
|
December 27, 2014
|
|
December 28, 2013
|
|
Expense, net
|
|
December 27, 2014
|
|
December 28, 2013
|
December 27, 2014
|
|
December 27, 2014
|
||||||||||||||||
Existing developed technologies
|
|
$
|
51,248
|
|
|
$
|
—
|
|
|
$
|
51,248
|
|
|
$
|
18,955
|
|
|
$
|
16,090
|
|
|
$
|
35,045
|
|
|
$
|
32,293
|
|
$
|
16,203
|
|
|
1.8
|
Trade name
|
|
4,388
|
|
|
—
|
|
|
4,388
|
|
|
530
|
|
|
440
|
|
|
970
|
|
|
3,858
|
|
3,418
|
|
|
7.8
|
||||||||
Customer relationships
|
|
17,000
|
|
|
—
|
|
|
17,000
|
|
|
2,581
|
|
|
2,251
|
|
|
4,832
|
|
|
14,419
|
|
12,168
|
|
|
5.8
|
||||||||
Total finite-lived intangible assets
|
|
72,636
|
|
|
—
|
|
|
72,636
|
|
|
22,066
|
|
|
18,781
|
|
|
40,847
|
|
|
50,570
|
|
31,789
|
|
|
|
||||||||
In-process research and development
|
|
6,900
|
|
|
—
|
|
|
6,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,900
|
|
6,900
|
|
|
|
||||||||
Total intangible assets
|
|
$
|
79,536
|
|
|
$
|
—
|
|
|
$
|
79,536
|
|
|
$
|
22,066
|
|
|
$
|
18,781
|
|
|
$
|
40,847
|
|
|
$
|
57,470
|
|
$
|
38,689
|
|
|
|
Fiscal Year
|
|
Amount
|
||
2015
|
|
$
|
12,739
|
|
2016
|
|
8,720
|
|
|
2017
|
|
2,551
|
|
|
2018
|
|
2,501
|
|
|
2019
|
|
2,447
|
|
|
and thereafter
|
|
2,831
|
|
|
Total
|
|
$
|
31,789
|
|
|
Fiscal Years Ended
|
||||||
|
December 27, 2014
|
|
December 28, 2013
|
||||
Cost
|
$
|
—
|
|
|
$
|
866
|
|
Accumulated depreciation
|
—
|
|
|
637
|
|
||
Net book value
|
$
|
—
|
|
|
$
|
229
|
|
|
|
Operating
Leases |
||
Fiscal years:
|
|
|
||
2015
|
|
$
|
4,157
|
|
2016-2017
|
|
7,078
|
|
|
2018-2019
|
|
6,982
|
|
|
Thereafter
|
|
5,936
|
|
|
Total
|
|
$
|
24,153
|
|
|
Payments Due In Fiscal Years
|
||||||||||||||||||
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
After 2019
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Purchase obligations
|
$
|
10,899
|
|
|
$
|
502
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,401
|
|
|
Outstanding Options
|
|
|
|||||||||
|
Number of
Shares |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life in Years |
|
Aggregate
Intrinsic Value |
|||||
Outstanding at December 31, 2011
|
4,619,022
|
|
|
$
|
13.11
|
|
|
|
|
|
|
|
Options granted
|
70,000
|
|
|
5.34
|
|
|
|
|
|
|
||
Options exercised
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Options canceled
|
(480,175
|
)
|
|
11.94
|
|
|
|
|
|
|
||
Outstanding at December 29, 2012
|
4,208,847
|
|
|
13.11
|
|
|
|
|
|
|
||
Options granted
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Options exercised
|
(20,000
|
)
|
|
5.28
|
|
|
|
|
|
|
||
Options canceled
|
(734,421
|
)
|
|
17.04
|
|
|
|
|
|
|
||
Outstanding at December 28, 2013
|
3,454,426
|
|
|
12.32
|
|
|
|
|
|
|
||
Options granted
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Options exercised
|
—
|
|
|
—
|
|
|
|
|
|
|
||
Options canceled
|
(883,050
|
)
|
|
17.00
|
|
|
|
|
|
|
||
Outstanding at December 27, 2014
|
2,571,376
|
|
|
$
|
10.72
|
|
|
2.43
|
|
$
|
598,212
|
|
Vested and expected to vest at December 27, 2014
|
2,571,359
|
|
|
$
|
10.72
|
|
|
2.38
|
|
$
|
598,212
|
|
Exercisable at December 27, 2014
|
2,513,320
|
|
|
$
|
10.73
|
|
|
2.41
|
|
$
|
598,207
|
|
|
Number of
Shares |
|
Weighted
Average Grant Date Fair Value |
|||
Restricted stock units at December 31, 2011
|
1,307,303
|
|
|
$
|
12.88
|
|
Granted
|
1,630,210
|
|
|
5.50
|
|
|
Vested
|
(484,540
|
)
|
|
13.99
|
|
|
Canceled
|
(224,027
|
)
|
|
8.78
|
|
|
Restricted stock units at December 29, 2012
|
2,228,946
|
|
|
7.66
|
|
|
Granted
|
1,708,000
|
|
|
5.04
|
|
|
Vested
|
(760,590
|
)
|
|
8.44
|
|
|
Canceled
|
(246,717
|
)
|
|
8.18
|
|
|
Restricted stock units at December 28, 2013
|
2,929,639
|
|
|
5.88
|
|
|
Granted
|
1,900,000
|
|
|
6.52
|
|
|
Vested
|
(1,282,442
|
)
|
|
6.30
|
|
|
Canceled
|
(297,151
|
)
|
|
6.17
|
|
|
Restricted stock units at December 27, 2014
|
3,250,046
|
|
|
$
|
6.07
|
|
|
Fiscal Years Ended
|
||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 29,
2012 |
||||||
Stock-based compensation expense included in:
|
|
|
|
|
|
||||||
Cost of revenues
|
$
|
2,433
|
|
|
$
|
2,436
|
|
|
$
|
2,588
|
|
Research and development
|
3,529
|
|
|
3,440
|
|
|
4,262
|
|
|||
Selling, general and administrative
|
7,317
|
|
|
6,248
|
|
|
6,199
|
|
|||
Total stock-based compensation
|
13,279
|
|
|
12,124
|
|
|
13,049
|
|
|||
Tax effect on stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total stock-based compensation, net of tax
|
$
|
13,279
|
|
|
$
|
12,124
|
|
|
$
|
13,049
|
|
|
Fiscal Years Ended
|
|||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
|||
Stock Options:
|
|
|
|
|
|
|||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected volatility
|
—
|
%
|
|
—
|
%
|
|
48.44
|
%
|
Risk-free interest rate
|
—
|
%
|
|
—
|
%
|
|
0.67
|
%
|
Expected life (in years)
|
0
|
|
|
0
|
|
|
4.75
|
|
|
Fiscal Years Ended
|
|||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
|||
Employee Stock Purchase Plan:
|
|
|
|
|
|
|||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected volatility
|
41.71
|
%
|
|
39.80
|
%
|
|
46.44
|
%
|
Risk-free interest rate
|
0.09
|
%
|
|
0.13
|
%
|
|
0.11
|
%
|
Expected life (in years)
|
0.7
|
|
|
0.7
|
|
|
0.8
|
|
|
Fiscal Years Ended
|
||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||||
United States
|
$
|
(23,230
|
)
|
|
$
|
(60,447
|
)
|
|
$
|
(64,252
|
)
|
Foreign
|
3,135
|
|
|
2,665
|
|
|
2,286
|
|
|||
|
$
|
(20,095
|
)
|
|
$
|
(57,782
|
)
|
|
$
|
(61,966
|
)
|
|
Fiscal Years Ended
|
||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||||
Current provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(983
|
)
|
|
$
|
(770
|
)
|
|
$
|
(1,929
|
)
|
State
|
(386
|
)
|
|
76
|
|
|
60
|
|
|||
Foreign
|
234
|
|
|
287
|
|
|
(81
|
)
|
|||
|
(1,135
|
)
|
|
(407
|
)
|
|
(1,950
|
)
|
|||
Deferred provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
—
|
|
|
—
|
|
|
(25,520
|
)
|
|||
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
225
|
|
|
308
|
|
|
1,050
|
|
|||
|
225
|
|
|
308
|
|
|
(24,470
|
)
|
|||
Total benefit from income taxes
|
$
|
(910
|
)
|
|
$
|
(99
|
)
|
|
$
|
(26,420
|
)
|
|
Fiscal Years Ended
|
||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||||
U.S. statutory federal tax rate
|
$
|
(7,033
|
)
|
|
$
|
(20,224
|
)
|
|
$
|
(21,687
|
)
|
State taxes and credits, net of Federal benefit
|
(186
|
)
|
|
(345
|
)
|
|
(1,991
|
)
|
|||
Amortization of stock-based compensation, net of tax benefit
|
686
|
|
|
923
|
|
|
376
|
|
|||
Research and development credits
|
(1,183
|
)
|
|
(560
|
)
|
|
(674
|
)
|
|||
Foreign taxes at rates different than the U.S.
|
(84
|
)
|
|
162
|
|
|
598
|
|
|||
Other permanent differences
|
(972
|
)
|
|
(378
|
)
|
|
(1,164
|
)
|
|||
Change in valuation allowance
|
7,886
|
|
|
20,505
|
|
|
(1,818
|
)
|
|||
Other
|
(24
|
)
|
|
(182
|
)
|
|
(60
|
)
|
|||
Total
|
$
|
(910
|
)
|
|
$
|
(99
|
)
|
|
$
|
(26,420
|
)
|
|
Fiscal Years Ended
|
||||||
|
December 27, 2014
|
|
December 28, 2013
|
||||
Tax credits
|
$
|
28,458
|
|
|
$
|
26,181
|
|
Inventory reserve
|
16,612
|
|
|
15,280
|
|
||
Other reserves and accruals
|
7,610
|
|
|
6,620
|
|
||
Non-statutory stock options
|
18,096
|
|
|
18,765
|
|
||
Depreciation and amortization
|
14,037
|
|
|
5,297
|
|
||
Net operating loss carryforwards
|
120,110
|
|
|
132,857
|
|
||
Gross deferred tax assets
|
204,923
|
|
|
205,000
|
|
||
Valuation allowance
|
(187,759
|
)
|
|
(180,913
|
)
|
||
Total deferred tax assets
|
17,164
|
|
|
24,087
|
|
||
Acquired intangibles & fixed assets
|
(13,867
|
)
|
|
(20,373
|
)
|
||
Unrealized investment gains
|
(3
|
)
|
|
(7
|
)
|
||
Total deferred tax liabilities
|
(13,870
|
)
|
|
(20,380
|
)
|
||
Net deferred tax assets
|
$
|
3,294
|
|
|
$
|
3,707
|
|
Description
|
|
Balance at
Beginning of Year |
|
Additions
|
|
Reduction
|
|
Balance at
End of Year |
||||||||
Allowance against deferred tax assets
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2014
|
|
$
|
180,913
|
|
|
$
|
6,846
|
|
|
$
|
—
|
|
|
$
|
187,759
|
|
Year ended December 31, 2013
|
|
163,265
|
|
|
17,648
|
|
|
—
|
|
|
180,913
|
|
||||
Year ended December 29, 2012
|
|
$
|
168,875
|
|
|
$
|
19,910
|
|
|
$
|
(25,520
|
)
|
|
$
|
163,265
|
|
|
Fiscal Years Ended
|
||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||||
Unrecognized tax benefit beginning balance
|
$
|
16,972
|
|
|
$
|
17,181
|
|
|
$
|
17,752
|
|
Additions based on tax positions related to the current year
|
498
|
|
|
307
|
|
|
2,237
|
|
|||
Additions based on tax position from prior year
|
324
|
|
|
—
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
(1,109
|
)
|
|
(60
|
)
|
|
9
|
|
|||
Reductions to unrecognized tax benefits due to lapse of the applicable statute of limitations
|
(352
|
)
|
|
(456
|
)
|
|
(2,817
|
)
|
|||
Unrecognized tax benefit ending balance
|
$
|
16,333
|
|
|
$
|
16,972
|
|
|
$
|
17,181
|
|
|
Fiscal Years Ended
|
|||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
|||
North America
|
28.1
|
%
|
|
27.2
|
%
|
|
15.4
|
%
|
South Korea
|
19.6
|
|
|
19.8
|
|
|
32.8
|
|
Taiwan
|
18.4
|
|
|
27.9
|
|
|
20.7
|
|
Asia-Pacific (1)
|
12.9
|
|
|
9.2
|
|
|
12.7
|
|
Europe
|
11.4
|
|
|
8.6
|
|
|
6.5
|
|
Japan
|
9.6
|
|
|
7.3
|
|
|
11.9
|
|
Total Revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 29, 2012
|
||||||
SoC
|
$
|
142,360
|
|
|
$
|
115,597
|
|
|
$
|
46,586
|
|
DRAM
|
110,800
|
|
|
92,603
|
|
|
102,499
|
|
|||
Flash
|
15,370
|
|
|
23,333
|
|
|
29,450
|
|
|||
Total revenues
|
$
|
268,530
|
|
|
$
|
231,533
|
|
|
$
|
178,535
|
|
|
December 27, 2014
|
|
December 28, 2013
|
||||
North America
|
$
|
91,862
|
|
|
$
|
119,706
|
|
South Korea
|
1,578
|
|
|
1,676
|
|
||
Asia-Pacific (1)
|
935
|
|
|
1,206
|
|
||
Japan
|
358
|
|
|
517
|
|
||
Singapore
|
172
|
|
|
262
|
|
||
Europe
|
13
|
|
|
24
|
|
||
Total
|
$
|
94,918
|
|
|
$
|
123,391
|
|
(1)
|
Asia-Pacific includes all countries in the region except South Korea, Singapore, and Japan, which are disclosed separately.
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
Fiscal 2012
|
|||
Intel
|
19.7
|
%
|
|
17.7
|
%
|
|
* %
|
|
SK hynix
|
16.9
|
|
|
16.5
|
|
|
29.4
|
|
Micron
|
15.0
|
|
|
11.7
|
|
|
13.3
|
|
Samsung
|
*
|
|
|
*
|
|
|
12.4
|
|
Total
|
51.6
|
%
|
|
45.9
|
%
|
|
55.1
|
%
|
|
Fiscal Quarters Ended
|
||||||||||||||||||||||||||||||
|
Dec. 27,
2014 |
|
Sep. 27,
2014 |
|
June. 28, 2014
|
|
March 29,
2014 |
|
Dec. 28,
2013 |
|
Sep. 28,
2013 |
|
June. 29,
2013 (1) |
|
March 30,
2013 |
||||||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||||||||||||||
Revenues
|
$
|
71,285
|
|
|
$
|
73,934
|
|
|
$
|
67,352
|
|
|
$
|
55,959
|
|
|
$
|
48,546
|
|
|
$
|
67,634
|
|
|
$
|
62,733
|
|
|
$
|
52,620
|
|
Cost of revenues
|
50,337
|
|
|
49,792
|
|
|
47,328
|
|
|
43,634
|
|
|
44,288
|
|
|
55,088
|
|
|
46,328
|
|
|
43,545
|
|
||||||||
Gross profit
|
20,948
|
|
|
24,142
|
|
|
20,024
|
|
|
12,325
|
|
|
4,258
|
|
|
12,546
|
|
|
16,405
|
|
|
9,075
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development
|
10,706
|
|
|
11,198
|
|
|
11,074
|
|
|
9,747
|
|
|
9,994
|
|
|
10,301
|
|
|
10,915
|
|
|
10,929
|
|
||||||||
Selling, general and administrative
|
12,631
|
|
|
13,309
|
|
|
13,191
|
|
|
12,254
|
|
|
12,160
|
|
|
12,952
|
|
|
13,487
|
|
|
14,618
|
|
||||||||
Loss on sale of subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
—
|
|
||||||||
Restructuring charges, net
|
584
|
|
|
28
|
|
|
59
|
|
|
1,997
|
|
|
443
|
|
|
143
|
|
|
92
|
|
|
3,980
|
|
||||||||
Impairment of long-lived assets
|
390
|
|
|
86
|
|
|
—
|
|
|
743
|
|
|
567
|
|
|
15
|
|
|
121
|
|
|
58
|
|
||||||||
Total operating expenses
|
24,311
|
|
|
24,621
|
|
|
24,324
|
|
|
24,741
|
|
|
23,164
|
|
|
23,411
|
|
|
24,915
|
|
|
29,585
|
|
||||||||
Operating loss
|
(3,363
|
)
|
|
(479
|
)
|
|
(4,300
|
)
|
|
(12,416
|
)
|
|
(18,906
|
)
|
|
(10,865
|
)
|
|
(8,510
|
)
|
|
(20,510
|
)
|
||||||||
Interest income, net
|
69
|
|
|
75
|
|
|
79
|
|
|
79
|
|
|
88
|
|
|
95
|
|
|
96
|
|
|
107
|
|
||||||||
Other income (expense), net
|
155
|
|
|
228
|
|
|
(156
|
)
|
|
(66
|
)
|
|
82
|
|
|
(91
|
)
|
|
209
|
|
|
423
|
|
||||||||
Loss before income taxes
|
(3,139
|
)
|
|
(176
|
)
|
|
(4,377
|
)
|
|
(12,403
|
)
|
|
(18,736
|
)
|
|
(10,861
|
)
|
|
(8,205
|
)
|
|
(19,980
|
)
|
||||||||
(Benefit from) provision for income taxes
|
(1,268
|
)
|
|
101
|
|
|
(51
|
)
|
|
308
|
|
|
53
|
|
|
(147
|
)
|
|
202
|
|
|
(207
|
)
|
||||||||
Net loss
|
$
|
(1,871
|
)
|
|
$
|
(277
|
)
|
|
$
|
(4,326
|
)
|
|
$
|
(12,711
|
)
|
|
$
|
(18,789
|
)
|
|
$
|
(10,714
|
)
|
|
$
|
(8,407
|
)
|
|
$
|
(19,773
|
)
|
Net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic and diluted
|
$
|
(0.03
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.37
|
)
|
Weighted average number of shares used in per share calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
56,472
|
|
|
56,297
|
|
|
55,812
|
|
|
55,050
|
|
|
54,608
|
|
|
54,437
|
|
|
54,105
|
|
|
53,664
|
|
(1)
|
In the second quarter of fiscal 2013, we recorded a
$0.3 million
loss on the sale of our subsidiary, TMMC. See Note 7,
Fair Value
, to the Notes to Consolidated Financial Statements for further details relating to the terms of the sale.
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No
|
|
Date of
First Filing
|
|
Exhibit
Number
|
|
Filed
Herewith
|
|||||
2.01***
|
|
|
Agreement and Plan of Merger dated as of August 31, 2012 among Astria Semiconductor Holdings, Inc., the Registrant, ELM Acquisition, Inc. and Fortis Advisors LLC, as Equityholder Representative
|
|
10-Q/A
|
|
|
000-50307
|
|
|
1/23/2013
|
|
|
33.01
|
|
|
|
3.01
|
|
|
Amended and Restated Certificate of Incorporation of the Registrant as filed with the Delaware Secretary of State on June 17, 2003
|
|
S-1
|
|
|
333-109815
|
|
|
10/20/2003
|
|
|
3.01
|
|
|
|
3.02
|
|
|
Amended and Restated Bylaws of the Registrant
|
|
8-K
|
|
|
000-50307
|
|
|
5/25/2005
|
|
|
3.02
|
|
|
|
4.01
|
|
|
Specimen Common Stock Certificate
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/28/2002
|
|
|
4.01
|
|
|
|
10.01+
|
|
|
Form of Indemnity Agreement
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/28/2002
|
|
|
10.01
|
|
|
|
10.02+
|
|
|
Form of Change of Control Severance Agreement
|
|
10-K
|
|
|
000-50307
|
|
|
3/14/2005
|
|
|
10.48
|
|
|
|
10.03+
|
|
|
1996 Stock Option Plan, and form of option grant
|
|
S-1
|
|
|
333-86738
|
|
|
4/22/2002
|
|
|
10.03
|
|
|
|
10.04+
|
|
|
Incentive Option Plan, and form of option grant
|
|
S-1
|
|
|
333-86738
|
|
|
4/22/2002
|
|
|
10.04
|
|
|
|
10.05+
|
|
|
Management Incentive Option Plan, and form of option grant
|
|
S-1
|
|
|
333-86738
|
|
|
4/22/2002
|
|
|
10.05
|
|
|
|
10.06+
|
|
|
2002 Equity Incentive Plan, as amended, and forms of plan agreements
|
|
10-Q
|
|
|
000-50307
|
|
|
5/4/2011
|
|
|
10.06
|
|
|
|
10.07+
|
|
|
2002 Employee Stock Purchase Plan, as amended
|
|
10-Q
|
|
|
000-50307
|
|
|
8/7/2007
|
|
|
10.01
|
|
|
|
10.08+
|
|
|
Key Employee Bonus Plan, as amended
|
|
10-Q
|
|
|
000-50307
|
|
|
5/7/2007
|
|
|
10.01
|
|
|
|
10.09+
|
|
|
Equity Incentive Plan, as amended and restated effective April 18, 2012, and forms of plan agreements
|
|
10-K
|
|
|
000-50307
|
|
|
3/13/2013
|
|
|
10.09
|
|
|
|
10.10+
|
|
|
Employee Stock Purchase Plan, as amended and restated April 18, 2012
|
|
10-K
|
|
|
000-50307
|
|
|
3/13/2013
|
|
|
10.10
|
|
|
|
10.11
|
|
|
Pacific Corporate Center Lease by and between Greenville Holding Company LLC (successor to Greenville Investors, L.P.) ("Greenville") and the Registrant dated May 3, 2001
|
|
S-1/A
|
|
|
333-86738
|
|
|
6/10/2003
|
|
|
10.18
|
|
|
|
10.12
|
|
|
First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/7/2003
|
|
|
10.18.1
|
|
|
|
10.13
|
|
|
Pacific Corporate Center Lease by and between Greenville and the Registrant dated May 3, 2001
|
|
S-1/A
|
|
|
333-86738
|
|
|
6/10/2003
|
|
|
10.19
|
|
|
|
10.14
|
|
|
First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/7/2003
|
|
|
10.19.1
|
|
|
|
10.15
|
|
|
Pacific Corporate Center Lease by and between Greenville and the Registrant dated May 3, 2001
|
|
S-1/A
|
|
|
333-86738
|
|
|
6/10/2003
|
|
|
10.2
|
|
|
|
10.16+
|
|
|
First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/7/2003
|
|
|
10.20.1
|
|
|
|
10.17+
|
|
|
Pacific Corporate Center Lease by and between Greenville and the Registrant dated September 7, 2004, as amended by First Amendment to Building 6 Lease dated August 16, 2006
|
|
10-Q
|
|
|
000-50307
|
|
|
11/7/2006
|
|
|
10.01
|
|
|
|
10.18+
|
|
|
Employment Letter Agreement, dated September 2, 2010, between Thomas St. Dennis and the Registrant
|
|
8-K
|
|
|
000-50307
|
|
|
9/17/2010
|
|
|
99.01+
|
|
|
|
10.19+
|
|
|
Employment Offer Letter, dated August 29, 2012 to Mike Slessor
|
|
10-K
|
|
|
000-50307
|
|
|
3/13/2013
|
|
|
10.19+
|
|
|
|
10.20+
|
|
|
Tax withholding reimbursement letter between Mike Slessor and the Registrant dated December 30, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
16.01
|
|
|
Letter of PricewaterhouseCoopers LLP dated April 8, 2013
|
|
8-K
|
|
|
000-50307
|
|
|
4/8/2013
|
|
|
16.01
|
|
|
|
21.01
|
|
|
List of Registrant's subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
23.01
|
|
|
Consent of Independent Registered Public Accounting Firm - PwC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
23.02
|
|
|
Consent of Independent Registered Public Accounting Firm - KPMG
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
24.01
|
|
|
Power of Attorney (included on the signature page of this Form 10-K)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
31.01
|
|
|
Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
31.02
|
|
|
Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
32.01*
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
|
—
|
|
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—
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—
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X
|
101.INS**
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XBRL Instance Document
|
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—
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—
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—
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—
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X
|
101.SCH**
|
|
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XBRL Taxonomy Extension Schema Document
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—
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—
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—
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—
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X
|
101.CAL**
|
|
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XBRL Taxonomy Extension Calculation Linkbase Document
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—
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—
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—
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—
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X
|
101.DEF**
|
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XBRL Taxonomy Extension Definition Linkbase Document
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—
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—
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—
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—
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X
|
101.LAB**
|
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XBRL Taxonomy Extension Label Linkbase Document
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—
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—
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—
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—
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X
|
101.PRE**
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XBRL Taxonomy Extension Presentation Linkbase Document
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—
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—
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—
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—
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X
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*
|
This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
**
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
|
***
|
Confidential treatment has been requested for portions of this document. The schedules, exhibits, and annexes to this exhibit have been omitted in reliance Item 601(b)(2) of Regulation S-K and will be furnished supplementally to the SEC upon request.
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
Re:
|
Tax Withholding on Options
|
1)
|
FormFactor will pay a mutually agreeable independent tax consultant to:
|
a.
|
Review your as-filed 2012 and 2013 Federal and California State tax returns, to calculate the incremental impact of the $152,163 2012 CA SIT under withholding on your combined 2012 and 2013 Federal taxes paid.
|
b.
|
Recalculate your 2012 and 2013 Federal tax returns assuming hypothetically that FormFactor withheld the $152,163 amount of CA SIT during 2012, and that same amount was then not paid by you with the April 2013 filing of your 2012 CA tax return.
|
c.
|
Compare the total Federal tax due in combined 2012 and 2013 under the hypothetical calculation of Item 2) to the actual amount of Federal tax you were required to pay in both 2012 and 2013 from Item 1), with the difference being an incremental Federal tax payment that you made April 2013 (the “Incremental 2012 Tax Liability”).
|
2)
|
Because you would not have had to incur the Incremental 2012 Tax Liability if either there was not an under withholding of $152,163 of CA SIT, or the under withholding had been identified during calendar year 2012 and appropriate taxes paid, FormFactor will compensate you for the Incremental 2012 Tax Liability by paying to you by check or wire transfer and reporting:
|
a.
|
Income equal to the Incremental 2012 Tax Liability, to be reported as additional income in 2014 on your W2, and
|
b.
|
Additional income equal to the appropriate (supplemental) CA state and Federal income and payroll withholding rates on the Incremental 2012 Tax Liability.
1
|
SUBSIDIARY NAME
|
|
JURISDICTION OF ORGANIZATION
|
FormFactor Electronics Trading (Shanghai) Co., Ltd.
|
People's Republic of China
|
|
FormFactor Germany GmbH
|
Germany
|
|
FormFactor International, Inc.
|
Delaware, United States
|
|
FormFactor, KK
|
Japan
|
|
FormFactor Korea, Inc.
|
South Korea
|
|
FormFactor Singapore Pte. Ltd.
|
Singapore
|
|
Astria Semiconductor Holdings, Inc
|
Delaware, United States
|
|
Micro-Probe Incorporated
|
California, United States
|
|
Microprobe HongKong Limited
|
Hong Kong
|
|
Microprobe Technology (Suzhou) Limited
|
People's Republic of China
|
|
Seneca Merger Subs, Inc.
|
Delaware, United States
|
|
Olenyok Corporation
|
Delaware, United States
|
1.
|
I have reviewed the Annual Report on Form 10-K of FormFactor, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
March 6, 2015
|
/s/ MICHAEL D. SLESSOR
|
|
|
Michael D. Slessor
Chief Executive Officer
(Principal Executive Officer and Director)
|
1.
|
I have reviewed the Annual Report on Form 10-K of FormFactor, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
March 6, 2015
|
/s/ MICHAEL M. LUDWIG
|
|
|
Michael M. Ludwig
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
(1)
|
the annual report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of FormFactor, Inc. for the periods presented therein.
|
Date:
|
March 6, 2015
|
/s/ MICHAEL D. SLESSOR
|
|
|
Michael D. Slessor
Chief Executive Officer
(Principal Executive Officer and Director)
|
|
|
|
Date:
|
March 6, 2015
|
/s/ MICHAEL M. LUDWIG
|
|
|
Michael M. Ludwig
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|