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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
ý
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Accelerated filer
o
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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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Emerging growth 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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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 to solve next-generation semiconductor test and measurement challenges, 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 due to competitive pressures or other factors;
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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 variable production volumes at our manufacturing facilities;
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•
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our ability to protect our intellectual property against infringement 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; and
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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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collaborate with customers to understand their future requirements;
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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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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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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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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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whether the combined businesses will perform as expected;
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•
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the possibility that we paid more for the acquisition of Cascade Microtech than the value we will derive from the acquisition; and
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•
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the reduction of our cash available for operations and other uses and the incurrence of indebtedness to finance the acquisition.
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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
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Corporate headquarters, sales, marketing, administration, product design, manufacturing, service and repair, distribution, research and development
|
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168,636
|
|
|
Leased
|
Beaverton, Oregon, United States
|
|
Sales, marketing, administration, product design, manufacturing, service and repair, distribution, research and development
|
|
98,946
|
|
|
Leased
|
Carlsbad, California, United States
|
|
Sales, Product design, administration, manufacturing, service and repair, distribution, research and development
|
|
30,876
|
|
|
Leased
|
San Jose, California, United States
|
|
Administration, product design, manufacturing, service and repair, distribution, research and development
|
|
23,860
|
|
|
Leased
|
St. Paul, Minnesota, United States
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Marketing and design
|
|
9,122
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|
|
Leased
|
Southbury, Connecticut, United States
|
|
Sales office
|
|
1,000
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|
|
Leased
|
Thiendorf, Germany
|
|
Sales, marketing, administration, manufacturing, service and repair, distribution, research and development
|
|
44,767
|
|
|
Leased
|
Munich, Germany
|
|
Sales, Manufacturing, service and repair, distribution, research and development
|
|
10,656
|
|
|
Leased
|
Singapore
|
|
Sales, administration, product design, service, and field service
|
|
30,088
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|
|
Leased
|
Jubei City, Hsinchu, Taiwan
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|
Sales, administration, product design, field service and repair center
|
|
18,568
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|
|
Leased
|
Bundang, South Korea
|
|
Sales, administration, product design, field service, and repair center
|
|
15,310
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|
|
Leased
|
Yokohama City, Japan
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|
Sales, marketing, administration, product design, manufacturing, service and repair, distribution, research and development
|
|
15,210
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|
|
Leased
|
Hiroshima, Japan
|
|
Repair center
|
|
1,007
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|
|
Leased
|
Suzhou, China
|
|
Sales, marketing, administration, product design, manufacturing, service and repair, distribution, research and development
|
|
15,177
|
|
|
Leased
|
Shanghai, China
|
|
Sales and service
|
|
1,865
|
|
|
Leased
|
Legnano, Italy
|
|
Sales office
|
|
215
|
|
|
Leased
|
Fiscal 2017
|
High
|
|
Low
|
||||
First Quarter
|
$
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12.70
|
|
|
$
|
10.65
|
|
Second Quarter
|
15.45
|
|
|
10.60
|
|
||
Third Quarter
|
16.85
|
|
|
11.90
|
|
||
Fourth Quarter
|
18.20
|
|
|
14.85
|
|
Fiscal 2016
|
High
|
|
Low
|
||||
First Quarter
|
$
|
9.33
|
|
|
$
|
6.34
|
|
Second Quarter
|
9.09
|
|
|
6.51
|
|
||
Third Quarter
|
10.86
|
|
|
8.72
|
|
||
Fourth Quarter
|
11.95
|
|
|
8.65
|
|
|
Cumulative Total Return
|
||||||||||||||||||||||
|
December 29, 2012
|
|
December 28, 2013
|
|
December 27, 2014
|
|
December 26, 2015
|
|
December 31, 2016
|
|
December 30, 2017
|
||||||||||||
FormFactor, Inc.
|
$
|
100.00
|
|
|
$
|
134.95
|
|
|
$
|
190.11
|
|
|
$
|
200.22
|
|
|
$
|
246.15
|
|
|
$
|
343.96
|
|
S&P 500
|
100.00
|
|
|
132.39
|
|
|
150.51
|
|
|
152.59
|
|
|
170.84
|
|
|
208.14
|
|
||||||
RDG Semiconductor Composite
|
100.00
|
|
|
135.28
|
|
|
172.65
|
|
|
159.13
|
|
|
212.14
|
|
|
297.10
|
|
|
Fiscal
2017 (1) |
|
Fiscal
2016 (1)(2)(5)(6) |
|
Fiscal
2015 (1)(3) |
|
Fiscal
2014 (1)(2) |
|
Fiscal
2013 (1)(2)(4) |
||||||||||
|
(Dollars in thousands, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
548,441
|
|
|
$
|
383,881
|
|
|
$
|
282,358
|
|
|
$
|
268,530
|
|
|
$
|
231,533
|
|
Gross profit
|
215,597
|
|
|
102,682
|
|
|
85,738
|
|
|
77,439
|
|
|
42,284
|
|
|||||
Net income (loss)
|
40,913
|
|
|
(6,557
|
)
|
|
(1,523
|
)
|
|
(19,185
|
)
|
|
(57,683
|
)
|
|||||
Basic net income (loss) per share
|
0.57
|
|
|
(0.10
|
)
|
|
(0.03
|
)
|
|
(0.34
|
)
|
|
(1.06
|
)
|
|||||
Diluted net income (loss) per share
|
0.55
|
|
|
$
|
(0.10
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(1.06
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities
|
$
|
140,172
|
|
|
$
|
108,905
|
|
|
$
|
187,589
|
|
|
$
|
163,837
|
|
|
$
|
151,091
|
|
Working capital
|
213,693
|
|
|
172,002
|
|
|
214,437
|
|
|
196,412
|
|
|
173,881
|
|
|||||
Total assets
|
646,574
|
|
|
618,982
|
|
|
342,723
|
|
|
344,243
|
|
|
340,708
|
|
|||||
Term loan, net of current portion
|
87,228
|
|
|
125,475
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total stockholders' equity
|
458,637
|
|
|
401,056
|
|
|
294,681
|
|
|
289,436
|
|
|
294,086
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of employees
|
1,685
|
|
|
1,571
|
|
|
958
|
|
|
907
|
|
|
961
|
|
(1)
|
Fiscal 2017, 2016, 2015, 2014 and 2013 net income (loss) includes restructuring charges, net of
$0.8 million
, $7.3 million,
$0.6 million
, $2.7 million and $4.7 million, respectively. See Note 6 of Notes to Consolidated Financial Statements.
|
(2)
|
Fiscal 2016, 2014 and 2013 net loss includes impairment charges of $12.4 million, $1.2 million and $0.8 million, respectively. See Note 7 of Notes to Consolidated Financial Statements.
|
(3)
|
Fiscal 2015 net loss includes the following: i) a $1.5 million gain from a business interruption insurance claim relating to a factory fire at a customer (see Note 18 of Notes to Consolidated Financial Statements); and ii) a $1.0 million net gain from the sale of intellectual property.
|
(4)
|
Fiscal 2013 net loss includes $0.3 million attributable to loss on sale of a subsidiary.
|
(5)
|
Fiscal 2016 includes a $44.0 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 Cascade Microtech. Refer to Results of Operations in Management's Discussion and Analysis.
|
(6)
|
Fiscal 2016 includes the following as a result of the Cascade Microtech acquisition: i) $82.6 million in revenue; ii) $27.8 million of intangible amortization expense; and iii) a $7.6 million charge for inventory-related step-up amortization.
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|||
Revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of revenues
|
60.7
|
|
|
73.3
|
|
|
69.6
|
|
Gross profit
|
39.3
|
|
|
26.7
|
|
|
30.4
|
|
Operating expenses:
|
|
|
|
|
|
|||
Research and development
|
13.5
|
|
|
15.0
|
|
|
15.6
|
|
Selling, general and administrative
|
17.3
|
|
|
19.1
|
|
|
16.0
|
|
Restructuring and impairment charges, net
|
0.1
|
|
|
5.1
|
|
|
0.2
|
|
Total operating expenses
|
30.9
|
|
|
39.2
|
|
|
31.8
|
|
Operating income (loss)
|
8.4
|
|
|
(12.5
|
)
|
|
(1.4
|
)
|
Interest income
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
Interest expense
|
(0.8
|
)
|
|
(0.6
|
)
|
|
—
|
|
Other income (expense), net
|
—
|
|
|
(0.1
|
)
|
|
0.9
|
|
Income (loss) before income taxes
|
7.7
|
|
|
(13.1
|
)
|
|
(0.4
|
)
|
Provision (benefit) for income taxes
|
0.2
|
|
|
(11.4
|
)
|
|
0.1
|
|
Net income (loss)
|
7.5
|
%
|
|
(1.7
|
)%
|
|
(0.5
|
)%
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
|
(In thousands)
|
||||||||||
Probe Cards
|
$
|
454,794
|
|
|
$
|
337,970
|
|
|
$
|
282,358
|
|
Systems
|
93,647
|
|
|
45,911
|
|
|
—
|
|
|||
Total
|
$
|
548,441
|
|
|
$
|
383,881
|
|
|
$
|
282,358
|
|
|
Fiscal
|
|
% of
|
|
Fiscal
|
|
% of
|
|
Change
|
|||||||||||
|
2017
|
|
Revenues
|
|
2016
|
|
Revenues
|
|
$
|
|
%
|
|||||||||
|
(In thousands, except percentages)
|
|||||||||||||||||||
Probe Cards Markets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foundry & Logic
|
$
|
313,714
|
|
|
57.2
|
%
|
|
$
|
237,591
|
|
|
61.9
|
%
|
|
$
|
76,123
|
|
|
32.0
|
%
|
DRAM
|
124,685
|
|
|
22.7
|
|
|
86,910
|
|
|
22.6
|
|
|
37,775
|
|
|
43.5
|
|
|||
Flash
|
16,395
|
|
|
3.0
|
|
|
13,469
|
|
|
3.5
|
|
|
2,926
|
|
|
21.7
|
|
|||
Systems Market:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Systems
|
93,647
|
|
|
17.1
|
|
|
45,911
|
|
|
12.0
|
|
|
47,736
|
|
|
104.0
|
|
|||
Total revenues
|
$
|
548,441
|
|
|
100.0
|
%
|
|
$
|
383,881
|
|
|
100.0
|
%
|
|
$
|
164,560
|
|
|
42.9
|
%
|
|
Fiscal
|
|
% of
|
|
Fiscal
|
|
% of
|
|
Change
|
|||||||||||
|
2016
|
|
Revenues
|
|
2015
|
|
Revenues
|
|
$
|
|
%
|
|||||||||
|
(In thousands, except percentages)
|
|||||||||||||||||||
Probe Cards Markets:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foundry & Logic
|
$
|
237,591
|
|
|
61.9
|
%
|
|
$
|
145,839
|
|
|
51.7
|
%
|
|
$
|
91,752
|
|
|
62.9
|
%
|
DRAM
|
86,910
|
|
|
22.6
|
|
|
125,512
|
|
|
44.4
|
|
|
(38,602
|
)
|
|
(30.8
|
)
|
|||
Flash
|
13,469
|
|
|
3.5
|
|
|
11,007
|
|
|
3.9
|
|
|
2,462
|
|
|
22.4
|
|
|||
Systems Market:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Systems
|
45,911
|
|
|
12.0
|
|
|
—
|
|
|
—
|
|
|
45,911
|
|
|
100.0
|
|
|||
Total revenues
|
$
|
383,881
|
|
|
100.0
|
%
|
|
$
|
282,358
|
|
|
100.0
|
%
|
|
$
|
101,523
|
|
|
36.0
|
%
|
|
Fiscal 2017
|
|
% of
Revenues
|
|
Fiscal 2016
|
|
% of
Revenues
|
|
Fiscal 2015
|
|
% of
Revenues
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||
United States
|
$
|
186,654
|
|
|
34.0
|
%
|
|
$
|
127,641
|
|
|
33.3
|
%
|
|
$
|
66,051
|
|
|
23.4
|
%
|
South Korea
|
81,727
|
|
|
14.9
|
|
|
65,508
|
|
|
17.1
|
|
|
71,120
|
|
|
25.2
|
|
|||
Taiwan
|
96,903
|
|
|
17.7
|
|
|
57,331
|
|
|
14.9
|
|
|
61,711
|
|
|
21.9
|
|
|||
Europe
|
45,086
|
|
|
8.2
|
|
|
49,445
|
|
|
12.9
|
|
|
25,542
|
|
|
9.0
|
|
|||
Asia-Pacific
(1)
|
91,002
|
|
|
16.6
|
|
|
43,659
|
|
|
11.4
|
|
|
31,389
|
|
|
11.1
|
|
|||
Japan
|
44,559
|
|
|
8.1
|
|
|
38,650
|
|
|
10.0
|
|
|
26,418
|
|
|
9.4
|
|
|||
Rest of the world
|
2,510
|
|
|
0.5
|
|
|
1,647
|
|
|
0.4
|
|
|
127
|
|
|
—
|
|
|||
Total Revenues
|
$
|
548,441
|
|
|
100.0
|
%
|
|
$
|
383,881
|
|
|
100.0
|
%
|
|
$
|
282,358
|
|
|
100.0
|
%
|
|
Fiscal Year Ended
|
|||||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
$ Change
|
|
% Change
|
|||||||
Gross profit
|
$
|
215,597
|
|
|
$
|
102,682
|
|
|
$
|
112,915
|
|
|
110.0
|
%
|
Gross margin
|
39.3%
|
|
|
26.7
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
|
Fiscal Year Ended
|
|||||||||||||
|
December 31, 2016
|
|
December 26, 2015
|
|
$ Change
|
|
% Change
|
|||||||
Gross profit
|
$
|
102,682
|
|
|
$
|
85,738
|
|
|
$
|
16,944
|
|
|
19.8
|
%
|
Gross margin
|
26.7
|
%
|
|
30.4
|
%
|
|
|
|
|
|
Fiscal 2017
|
||||||||||
|
Probe Cards
|
|
Systems
|
|
Corporate and Other
|
|
Total
|
||||
Gross profit
|
$195,903
|
|
$
|
46,647
|
|
|
$
|
(26,953
|
)
|
|
$215,597
|
Gross margin
|
43.1%
|
|
49.8
|
%
|
|
—
|
%
|
|
39.3%
|
|
Fiscal 2016
|
||||||||||||||
|
Probe Cards
|
|
Systems
|
|
Corporate and Other
|
|
Total
|
||||||||
Gross profit
|
$
|
121,407
|
|
|
$
|
23,925
|
|
|
$
|
(42,650
|
)
|
|
$
|
102,682
|
|
Gross margin
|
35.9
|
%
|
|
52.1
|
%
|
|
—
|
%
|
|
26.7
|
%
|
|
Fiscal 2015
|
||||||||||||||
|
Probe Cards
|
|
Systems
|
|
Corporate and Other
|
|
Total
|
||||||||
Gross profit
|
$
|
99,199
|
|
|
$
|
—
|
|
|
$
|
(13,461
|
)
|
|
$
|
85,738
|
|
Gross margin
|
35.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
30.4
|
%
|
|
Fiscal Year Ended
|
|||||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Research and development
|
$
|
73,807
|
|
|
$
|
57,453
|
|
|
$
|
16,354
|
|
|
28.5
|
%
|
% of revenues
|
13.5
|
%
|
|
15.0
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
|
Fiscal Year Ended
|
|||||||||||||
|
December 31, 2016
|
|
December 26, 2015
|
|
$ Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Research and development
|
$
|
57,453
|
|
|
$
|
44,184
|
|
|
$
|
13,269
|
|
|
30.0
|
%
|
% of revenues
|
15.0
|
%
|
|
15.6
|
%
|
|
|
|
|
|
Fiscal 2017 compared to Fiscal 2016
|
||
Employee compensation costs
|
$
|
12.5
|
|
Stock-based compensation
|
2.0
|
|
|
Project material costs
|
0.2
|
|
|
General operating expenses
|
1.0
|
|
|
Depreciation
|
0.7
|
|
|
|
$
|
16.4
|
|
|
Fiscal 2016 compared to Fiscal 2015
|
||
Employee compensation costs
|
$
|
8.3
|
|
Stock-based compensation
|
(0.2
|
)
|
|
Project material costs
|
2.4
|
|
|
General operating expenses
|
2.4
|
|
|
Depreciation
|
0.4
|
|
|
|
$
|
13.3
|
|
|
Fiscal Year Ended
|
||||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
$ Change
|
|
% Change
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Selling, general and administrative
|
94,679
|
|
|
73,444
|
|
|
$
|
21,235
|
|
|
28.9
|
%
|
|
% of revenues
|
17.3
|
%
|
|
19.1
|
%
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
|
Fiscal Year Ended
|
||||||||||||
|
December 31, 2016
|
|
December 26, 2015
|
|
$ Change
|
|
% Change
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Selling, general and administrative
|
73,444
|
|
|
$
|
45,090
|
|
|
$
|
28,354
|
|
|
62.9
|
%
|
% of revenues
|
19.1
|
%
|
|
16.0
|
%
|
|
|
|
|
|
Fiscal 2017 compared to Fiscal 2016
|
||
Employee compensation costs
|
$
|
14.0
|
|
Consulting fees
|
3.3
|
|
|
Depreciation and amortization
|
2.7
|
|
|
Travel related costs
|
2.0
|
|
|
General operating costs
|
1.8
|
|
|
Stock-based compensation
|
2.5
|
|
|
Acquisition related
|
(5.1
|
)
|
|
|
$
|
21.2
|
|
|
Fiscal 2016 compared to Fiscal 2015
|
||
Employee compensation costs
|
$
|
12.4
|
|
Consulting fees
|
1.8
|
|
|
Depreciation and amortization
|
2.7
|
|
|
Travel related costs
|
2.0
|
|
|
General operating costs
|
2.2
|
|
|
Stock-based compensation
|
(0.1
|
)
|
|
Acquisition related
|
7.3
|
|
|
|
$
|
28.3
|
|
|
Fiscal Year Ended
|
|||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
|||
|
(Dollars in thousands)
|
|||||||
Restructuring and impairment charges, net
|
810
|
|
|
19,692
|
|
|
567
|
|
% of revenues
|
0.1
|
%
|
|
5.1
|
%
|
|
0.2
|
%
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
|
(Dollars in thousands)
|
||||||||||
Interest income
|
$
|
548
|
|
|
$
|
327
|
|
|
$
|
283
|
|
Weighted average balance of cash and investments
|
$
|
124,637
|
|
|
$
|
131,610
|
|
|
$
|
172,941
|
|
Weighted average yield on cash and investments
|
0.84
|
%
|
|
0.31
|
%
|
|
0.12
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
4,491
|
|
|
2,391
|
|
|
$
|
—
|
|
||
Average debt outstanding
|
$
|
127,598
|
|
|
$
|
76,228
|
|
|
$
|
—
|
|
Weighted average interest rate on debt
|
3.07
|
%
|
|
1.25
|
%
|
|
—
|
%
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
|
(Dollars in thousands)
|
||||||||||
Provision (benefit) for income taxes
|
$
|
1,293
|
|
|
$
|
(43,638
|
)
|
|
$
|
252
|
|
Effective tax rate
|
3.1
|
%
|
|
86.9
|
%
|
|
(19.8
|
)%
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
|
(Dollars in thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
86,323
|
|
|
$
|
17,423
|
|
|
$
|
36,122
|
|
Net cash provided by (used in) investing activities
|
(59,673
|
)
|
|
(206,318
|
)
|
|
1,129
|
|
|||
Net cash (used in) provided by financing activities
|
(39,470
|
)
|
|
143,614
|
|
|
(4,792
|
)
|
|
Payments Due In Fiscal Year
|
||||||||||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
After 2022
|
|
Total
|
||||||||||||||
Operating leases
|
$
|
6,603
|
|
|
$
|
5,735
|
|
|
$
|
4,385
|
|
|
$
|
3,984
|
|
|
$
|
3,061
|
|
|
$
|
13,335
|
|
|
$
|
37,103
|
|
Purchase obligations
|
34,839
|
|
|
2,681
|
|
|
1,540
|
|
|
1,518
|
|
|
—
|
|
|
—
|
|
|
40,578
|
|
|||||||
Senior secured term loan facility-principal payments
|
18,750
|
|
|
37,500
|
|
|
48,750
|
|
|
1,250
|
|
|
—
|
|
|
—
|
|
|
106,250
|
|
|||||||
Senior secured term loan facility-interest payments
(1)
|
3,085
|
|
|
2,336
|
|
|
840
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
6,265
|
|
|||||||
Total
|
$
|
63,277
|
|
|
$
|
48,252
|
|
|
$
|
55,515
|
|
|
$
|
6,756
|
|
|
$
|
3,061
|
|
|
$
|
13,335
|
|
|
$
|
190,196
|
|
|
|
Page
|
Report of KPMG LLP
|
|
|
Consolidated Balance Sheets as of December 30, 2017 and December 31, 2016
|
|
|
Consolidated Statements of Operations for the fiscal years ended December 30, 2017, December 31, 2016 and December 26, 2015
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended December 30, 2017, December 31, 2016 and December 26, 2015
|
|
|
Consolidated Statements of Stockholders' Equity for the fiscal years ended December 30, 2017, December 31, 2016 and December 26, 2015
|
|
|
Consolidated Statements of Cash Flows for the fiscal years ended December 30, 2017, December 31, 2016 and December 26, 2015
|
|
|
Notes to Consolidated Financial Statements
|
|
|
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
|
|
February 27, 2018
|
|
Michael D. Slessor
|
|||
|
Principal Financial Officer and Principal
Accounting Officer:
|
|
|
|
|
/s/ MICHAEL M. LUDWIG
|
Chief Financial Officer
|
|
February 27, 2018
|
|
Michael M. Ludwig
|
|
Signature
|
Title
|
|
Date
|
|
|
|
|
|
|
Additional Directors:
|
|
|
|
|
|
|
|
|
|
/s/ LOTHAR MAIER
|
Director
|
|
February 27, 2018
|
|
Lothar Maier
|
|||
|
|
|
|
|
|
/s/ EDWARD ROGAS, JR
|
Director
|
February 27, 2018
|
|
|
Edward Rogas, Jr
|
|||
|
|
|
|
|
|
/s/ KELLEY STEVEN-WAISS
|
Director
|
February 27, 2018
|
|
|
Kelley Steven-Waiss
|
|||
|
|
|
|
|
|
/s/ MICHAEL W. ZELLNER
|
Director
|
February 27, 2018
|
|
|
Michael W. Zellner
|
|||
|
|
|
|
|
|
/s/ RAYMOND LINK
|
Director
|
February 27, 2018
|
|
|
Raymond Link
|
|||
|
|
|
|
|
|
/s/ RICHARD DELATEUR
|
Director
|
February 27, 2018
|
|
|
Richard DeLateur
|
|||
|
|
|
|
|
|
/s/ THOMAS ST. DENNIS
|
Director
|
February 27, 2018
|
|
|
Thomas St. Dennis
|
|
December 30, 2017
|
|
December 31, 2016
|
||||
|
(In thousands, except share
and per share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
91,184
|
|
|
$
|
101,408
|
|
Marketable securities
|
48,988
|
|
|
7,497
|
|
||
Accounts receivable, net
|
81,515
|
|
|
70,225
|
|
||
Inventories, net
|
67,848
|
|
|
59,806
|
|
||
Restricted cash
|
372
|
|
|
106
|
|
||
Refundable income taxes
|
2,242
|
|
|
1,391
|
|
||
Prepaid expenses and other current assets
|
13,705
|
|
|
14,276
|
|
||
Total current assets
|
305,854
|
|
|
254,709
|
|
||
Restricted cash
|
1,170
|
|
|
1,082
|
|
||
Property, plant and equipment, net
|
46,754
|
|
|
42,663
|
|
||
Goodwill
|
189,920
|
|
|
188,010
|
|
||
Intangibles, net
|
97,484
|
|
|
126,608
|
|
||
Deferred tax assets
|
3,133
|
|
|
3,310
|
|
||
Other assets
|
2,259
|
|
|
2,600
|
|
||
Total assets
|
$
|
646,574
|
|
|
$
|
618,982
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
35,046
|
|
|
$
|
34,075
|
|
Accrued liabilities
|
32,887
|
|
|
30,184
|
|
||
Current portion of term loan, net of unamortized issuance cost of $307 and $424
|
18,443
|
|
|
12,701
|
|
||
Income taxes payable
|
807
|
|
|
442
|
|
||
Deferred revenue
|
4,978
|
|
|
5,305
|
|
||
Total current liabilities
|
92,161
|
|
|
82,707
|
|
||
Long-term income taxes payable
|
1,028
|
|
|
1,315
|
|
||
Term loan, less current portion, net of unamortized issuance cost of $272 and $775
|
87,228
|
|
|
125,475
|
|
||
Deferred tax liabilities
|
3,379
|
|
|
3,703
|
|
||
Deferred rent and other liabilities
|
4,141
|
|
|
4,726
|
|
||
Total liabilities
|
187,937
|
|
|
217,926
|
|
||
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.001 par value:
|
|
|
|
||||
10,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value:
|
|
|
|
||||
250,000,000 shares authorized; 72,532,176 and 70,907,847 shares issued and outstanding
|
73
|
|
|
71
|
|
||
Additional paid-in capital
|
843,116
|
|
|
833,341
|
|
||
Accumulated other comprehensive income (loss)
|
3,021
|
|
|
(3,740
|
)
|
||
Accumulated deficit
|
(387,573
|
)
|
|
(428,616
|
)
|
||
Total stockholders' equity
|
458,637
|
|
|
401,056
|
|
||
Total liabilities and stockholders' equity
|
$
|
646,574
|
|
|
$
|
618,982
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenues
|
$
|
548,441
|
|
|
$
|
383,881
|
|
|
$
|
282,358
|
|
Cost of revenues
|
332,844
|
|
|
281,199
|
|
|
196,620
|
|
|||
Gross profit
|
215,597
|
|
|
102,682
|
|
|
85,738
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
73,807
|
|
|
57,453
|
|
|
44,184
|
|
|||
Selling, general and administrative
|
94,679
|
|
|
73,444
|
|
|
45,090
|
|
|||
Restructuring and impairment charges, net
|
810
|
|
|
19,692
|
|
|
567
|
|
|||
Total operating expenses
|
169,296
|
|
|
150,589
|
|
|
89,841
|
|
|||
Operating income (loss)
|
46,301
|
|
|
(47,907
|
)
|
|
(4,103
|
)
|
|||
Interest income
|
548
|
|
|
327
|
|
|
283
|
|
|||
Interest expense
|
(4,491
|
)
|
|
(2,391
|
)
|
|
—
|
|
|||
Other income (expense), net
|
(152
|
)
|
|
(224
|
)
|
|
2,549
|
|
|||
Income (loss) before income taxes
|
42,206
|
|
|
(50,195
|
)
|
|
(1,271
|
)
|
|||
Provision (benefit) for income taxes
|
1,293
|
|
|
(43,638
|
)
|
|
252
|
|
|||
Net income (loss)
|
$
|
40,913
|
|
|
$
|
(6,557
|
)
|
|
$
|
(1,523
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.57
|
|
|
$
|
(0.10
|
)
|
|
$
|
(0.03
|
)
|
Diluted
|
$
|
0.55
|
|
|
$
|
(0.10
|
)
|
|
$
|
(0.03
|
)
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
|
||||||
Basic
|
72,292
|
|
|
64,941
|
|
|
57,850
|
|
|||
Diluted
|
74,239
|
|
|
64,941
|
|
|
57,850
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
|
(In thousands)
|
||||||||||
Net Income (loss)
|
$
|
40,913
|
|
|
$
|
(6,557
|
)
|
|
$
|
(1,523
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
6,764
|
|
|
(2,042
|
)
|
|
(397
|
)
|
|||
Unrealized gains (losses) on available-for-sale marketable securities
|
(206
|
)
|
|
29
|
|
|
(64
|
)
|
|||
Unrealized gains on derivative instruments
|
203
|
|
|
495
|
|
|
—
|
|
|||
Other comprehensive income (loss), net of tax
|
6,761
|
|
|
(1,518
|
)
|
|
(461
|
)
|
|||
Comprehensive Income (loss)
|
$
|
47,674
|
|
|
$
|
(8,075
|
)
|
|
$
|
(1,984
|
)
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Total
|
|||||||||||||
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|||||||||||||||||||
|
(In thousands, except shares)
|
|||||||||||||||||||||
Balances, December 27, 2014
|
56,518,428
|
|
|
$
|
57
|
|
|
$
|
711,676
|
|
|
$
|
(1,761
|
)
|
|
$
|
(420,536
|
)
|
|
$
|
289,436
|
|
Issuance of common stock pursuant to exercise of options for cash
|
24,607
|
|
|
—
|
|
|
209
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|||||
Issuance of common stock pursuant to vesting of restricted stock units
|
1,993,603
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Issuance of common stock under the Employee Stock Purchase Plan
|
565,493
|
|
|
—
|
|
|
3,206
|
|
|
—
|
|
|
—
|
|
|
3,206
|
|
|||||
Purchase and retirement of common stock
|
(1,013,162
|
)
|
|
(1
|
)
|
|
(8,210
|
)
|
|
—
|
|
|
—
|
|
|
(8,211
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
12,023
|
|
|
—
|
|
|
—
|
|
|
12,023
|
|
|||||
Components of other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Unrealized loss on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
(64
|
)
|
|||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(397
|
)
|
|
—
|
|
|
(397
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,523
|
)
|
|
(1,523
|
)
|
|||||
Balances, December 26, 2015
|
58,088,969
|
|
|
58
|
|
|
718,904
|
|
|
(2,222
|
)
|
|
(422,059
|
)
|
|
294,681
|
|
|||||
Issuance of common stock pursuant to exercise of options for cash
|
232,190
|
|
|
—
|
|
|
2,003
|
|
|
—
|
|
|
—
|
|
|
2,003
|
|
|||||
Issuance of common stock pursuant to vesting of restricted stock units
|
1,579,218
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Issuance of common stock under the Employee Stock Purchase Plan
|
557,281
|
|
|
1
|
|
|
3,740
|
|
|
—
|
|
|
—
|
|
|
3,741
|
|
|||||
Issuance of common stock pursuant to Cascade Microtech acquisition
|
10,450,189
|
|
|
10
|
|
|
97,069
|
|
|
—
|
|
|
—
|
|
|
97,079
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
11,625
|
|
|
—
|
|
|
—
|
|
|
11,625
|
|
|||||
Components of other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gain on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
|||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,042
|
)
|
|
—
|
|
|
(2,042
|
)
|
|||||
Unrealized gain on derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
495
|
|
|
—
|
|
|
495
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,557
|
)
|
|
(6,557
|
)
|
|||||
Balances, December 31, 2016
|
70,907,847
|
|
|
71
|
|
|
833,341
|
|
|
(3,740
|
)
|
|
(428,616
|
)
|
|
401,056
|
|
|||||
Issuance of common stock pursuant to exercise of options for cash
|
1,473,389
|
|
|
1
|
|
|
13,836
|
|
|
—
|
|
|
—
|
|
|
13,837
|
|
|||||
Issuance of common stock pursuant to vesting of restricted stock units
|
1,364,612
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Common stock withheld from vesting of restricted stock units for tax
|
(502,016
|
)
|
|
—
|
|
|
(6,886
|
)
|
|
—
|
|
|
—
|
|
|
(6,886
|
)
|
|||||
Issuance of common stock under the Employee Stock Purchase Plan
|
655,961
|
|
|
1
|
|
|
5,694
|
|
|
—
|
|
|
—
|
|
|
5,695
|
|
|||||
Purchase and retirement of common stock
|
(1,367,617
|
)
|
|
(1
|
)
|
|
(18,969
|
)
|
|
—
|
|
|
—
|
|
|
(18,970
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
16,230
|
|
|
—
|
|
|
—
|
|
|
16,230
|
|
|||||
ASU 2016-09 Adjustment
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
—
|
|
|
130
|
|
|
—
|
|
|||||
Components of other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Unrealized loss on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(206
|
)
|
|
—
|
|
|
(206
|
)
|
|||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
6,764
|
|
|
—
|
|
|
6,764
|
|
|||||
Unrealized gain on derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
203
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,913
|
|
|
40,913
|
|
|||||
Balances, December 30, 2017
|
72,532,176
|
|
|
$
|
73
|
|
|
$
|
843,116
|
|
|
$
|
3,021
|
|
|
$
|
(387,573
|
)
|
|
$
|
458,637
|
|
FORMFACTOR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
40,913
|
|
|
$
|
(6,557
|
)
|
|
$
|
(1,523
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
13,626
|
|
|
11,371
|
|
|
10,634
|
|
|||
Amortization
|
30,940
|
|
|
35,427
|
|
|
13,137
|
|
|||
Impairment of long-lived assets
|
—
|
|
|
12,400
|
|
|
8
|
|
|||
Amortization (accretion) of discount on investments
|
38
|
|
|
(31
|
)
|
|
(10
|
)
|
|||
Stock-based compensation expense
|
16,339
|
|
|
11,686
|
|
|
12,075
|
|
|||
Amortization of debt issuance costs
|
619
|
|
|
307
|
|
|
—
|
|
|||
Deferred income tax benefit
|
(590
|
)
|
|
(45,022
|
)
|
|
(14
|
)
|
|||
Provision (benefit) for doubtful accounts receivable
|
(99
|
)
|
|
15
|
|
|
18
|
|
|||
Provision for excess and obsolete inventories
|
9,259
|
|
|
6,631
|
|
|
6,493
|
|
|||
Acquired inventory step-up amortization
|
569
|
|
|
10,022
|
|
|
—
|
|
|||
Loss (gain) on disposal off of long-lived assets
|
510
|
|
|
361
|
|
|
(1,009
|
)
|
|||
Foreign currency transaction gains
|
(1,717
|
)
|
|
(77
|
)
|
|
(275
|
)
|
|||
Gain on derivative instruments
|
(10
|
)
|
|
(51
|
)
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(10,651
|
)
|
|
(6,847
|
)
|
|
8,261
|
|
|||
Inventories
|
(15,635
|
)
|
|
(11,733
|
)
|
|
(8,167
|
)
|
|||
Prepaid expenses and other current assets
|
870
|
|
|
(3,292
|
)
|
|
173
|
|
|||
Refundable income taxes
|
(413
|
)
|
|
126
|
|
|
782
|
|
|||
Other assets
|
61
|
|
|
(248
|
)
|
|
250
|
|
|||
Accounts payable
|
741
|
|
|
3,433
|
|
|
(2,036
|
)
|
|||
Accrued liabilities
|
810
|
|
|
786
|
|
|
(333
|
)
|
|||
Income taxes payable
|
62
|
|
|
(1,127
|
)
|
|
19
|
|
|||
Deferred rent and other liabilities
|
111
|
|
|
126
|
|
|
52
|
|
|||
Deferred revenues
|
(30
|
)
|
|
(283
|
)
|
|
(2,413
|
)
|
|||
Net cash provided by operating activities
|
86,323
|
|
|
17,423
|
|
|
36,122
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Acquisition of property, plant and equipment
|
(17,756
|
)
|
|
(11,521
|
)
|
|
(8,640
|
)
|
|||
Acquisition of Cascade Microtech, net of cash acquired
|
—
|
|
|
(228,031
|
)
|
|
—
|
|
|||
Proceeds from sale of subsidiary
|
68
|
|
|
47
|
|
|
53
|
|
|||
Proceeds from sale of property and property, plant and equipment
|
—
|
|
|
53
|
|
|
1,200
|
|
|||
Purchases of marketable securities
|
(50,733
|
)
|
|
(10,587
|
)
|
|
(66,234
|
)
|
|||
Proceeds from maturities of marketable securities
|
8,996
|
|
|
44,500
|
|
|
74,750
|
|
|||
Change in restricted cash
|
(248
|
)
|
|
(779
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
(59,673
|
)
|
|
(206,318
|
)
|
|
1,129
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuances of common stock
|
19,510
|
|
|
5,745
|
|
|
3,418
|
|
|||
Purchase and retirement of common stock
|
(18,970
|
)
|
|
—
|
|
|
(8,210
|
)
|
|||
Tax withholdings related to net share settlements of equity awards
|
(6,885
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from term loan debt
|
—
|
|
|
150,000
|
|
|
—
|
|
|||
Payments on term loan debt
|
(33,125
|
)
|
|
(10,625
|
)
|
|
—
|
|
|||
Payment of term loan debt issuance costs
|
—
|
|
|
(1,506
|
)
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
(39,470
|
)
|
|
143,614
|
|
|
(4,792
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
2,596
|
|
|
425
|
|
|
(135
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(10,224
|
)
|
|
(44,856
|
)
|
|
32,324
|
|
|||
Cash and cash equivalents, beginning of year
|
101,408
|
|
|
146,264
|
|
|
113,940
|
|
|||
Cash and cash equivalents, end of year
|
$
|
91,184
|
|
|
$
|
101,408
|
|
|
$
|
146,264
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
FORMFACTOR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
|
(In thousands)
|
||||||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Fair value of stock issued in connection with the acquisition of Cascade Microtech
|
$
|
—
|
|
|
$
|
97,080
|
|
|
$
|
—
|
|
Fair value of stock options and restricted stock-based awards assumed in connection with the acquisition of Cascade Microtech
|
—
|
|
|
7,776
|
|
|
—
|
|
|||
Fair value of vested stock options and restricted stock-based awards paid in cash in connection with the acquisition of Cascade Microtech
|
—
|
|
|
12,815
|
|
|
—
|
|
|||
Change in accounts payable and accrued liabilities related to property, plant and equipment purchases
|
(33
|
)
|
|
(732
|
)
|
|
361
|
|
|||
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Income taxes paid, net
|
$
|
3,172
|
|
|
$
|
2,567
|
|
|
$
|
27
|
|
Cash paid for interest
|
3,836
|
|
|
2,110
|
|
|
—
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
Balance at beginning of year
|
$
|
299
|
|
|
$
|
284
|
|
|
$
|
266
|
|
Charges (reversals) to costs and expenses
|
(99
|
)
|
|
51
|
|
|
25
|
|
|||
Write-offs
|
—
|
|
|
(36
|
)
|
|
(7
|
)
|
|||
Balance at end of year
|
$
|
200
|
|
|
$
|
299
|
|
|
$
|
284
|
|
Machinery and equipment
|
1
|
to
|
5
|
years
|
Computer equipment and software
|
1
|
to
|
3
|
years
|
Furniture and fixtures
|
1
|
to
|
5
|
years
|
|
Fiscal Year Ended
|
|||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
|||
Intel
|
25.9
|
%
|
|
30.1
|
%
|
|
19.6
|
%
|
Samsung
|
*
|
|
|
*
|
|
|
14.6
|
|
SK Hynix
|
*
|
|
|
*
|
|
|
14.3
|
|
Micron
|
*
|
|
|
*
|
|
|
11.7
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
Balance at beginning of year
|
$
|
2,972
|
|
|
$
|
1,116
|
|
|
$
|
1,592
|
|
Warranty reserve from acquisition-Cascade Microtech
|
—
|
|
|
795
|
|
|
—
|
|
|||
Accruals
|
8,115
|
|
|
5,254
|
|
|
2,536
|
|
|||
Settlements
|
(7,425
|
)
|
|
(4,193
|
)
|
|
(3,012
|
)
|
|||
Balance at end of year
|
$
|
3,662
|
|
|
$
|
2,972
|
|
|
$
|
1,116
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss) used in computing basic and diluted net income (loss) per share
|
$
|
40,913
|
|
|
$
|
(6,557
|
)
|
|
$
|
(1,523
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares used in computing basic net loss per share
|
72,292
|
|
|
64,941
|
|
|
57,850
|
|
|||
Add potentially dilutive securities
|
1,947
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average shares used in computing basic and diluted net loss per share
|
74,239
|
|
|
64,941
|
|
|
57,850
|
|
|
Fiscal Year Ended
|
|||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
|||
Options to purchase common stock
|
—
|
|
|
2,198
|
|
|
2,320
|
|
Restricted stock units
|
1
|
|
|
3,113
|
|
|
2,578
|
|
Employee stock purchase plan
|
—
|
|
|
10
|
|
|
8
|
|
Total potentially dilutive securities
|
1
|
|
|
5,321
|
|
|
4,906
|
|
|
December 30, 2017
|
|
December 31, 2016
|
||||
Unrealized losses on marketable securities
|
$
|
(660
|
)
|
|
$
|
(454
|
)
|
Cumulative translation adjustments
|
2,983
|
|
|
(3,781
|
)
|
||
Unrealized gains on derivative instruments
|
698
|
|
|
495
|
|
||
Accumulated other comprehensive income (loss)
|
$
|
3,021
|
|
|
$
|
(3,740
|
)
|
December 30, 2017
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
U.S. Treasuries
|
$
|
3,968
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
3,963
|
|
Commercial paper
|
3,000
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
||||
Corporate bond
|
30,785
|
|
|
1
|
|
|
(150
|
)
|
|
30,636
|
|
||||
Certificate of deposit
|
960
|
|
|
—
|
|
|
(3
|
)
|
|
957
|
|
||||
Agency securities
|
10,489
|
|
|
—
|
|
|
(57
|
)
|
|
10,432
|
|
||||
|
$
|
49,202
|
|
|
$
|
1
|
|
|
$
|
(215
|
)
|
|
$
|
48,988
|
|
December 31, 2016
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
U.S. Treasuries
|
$
|
7,504
|
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
7,497
|
|
|
December 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Due in one year or less
|
$
|
23,009
|
|
|
$
|
22,966
|
|
|
$
|
7,504
|
|
|
$
|
7,497
|
|
Due after one year to five years
|
26,193
|
|
|
26,022
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
49,202
|
|
|
$
|
48,988
|
|
|
$
|
7,504
|
|
|
$
|
7,497
|
|
|
December 30, 2017
|
|
December 31, 2016
|
||||
Raw materials
|
$
|
33,101
|
|
|
$
|
27,402
|
|
Work-in-progress
|
20,134
|
|
|
20,390
|
|
||
Finished goods
|
14,613
|
|
|
12,014
|
|
||
|
$
|
67,848
|
|
|
$
|
59,806
|
|
|
December 30, 2017
|
|
December 31, 2016
|
||||
Machinery and equipment
|
$
|
183,186
|
|
|
$
|
169,056
|
|
Computer equipment and software
|
32,841
|
|
|
30,640
|
|
||
Furniture and fixtures
|
6,478
|
|
|
6,060
|
|
||
Leasehold improvements
|
73,978
|
|
|
72,954
|
|
||
Sub-total
|
296,483
|
|
|
278,710
|
|
||
Less: Accumulated depreciation and amortization
|
(255,755
|
)
|
|
(241,943
|
)
|
||
Net property, plant and equipment
|
40,728
|
|
|
36,767
|
|
||
Construction-in-progress
|
6,026
|
|
|
5,896
|
|
||
Total
|
$
|
46,754
|
|
|
$
|
42,663
|
|
|
December 30, 2017
|
|
December 31, 2016
|
||||
Accrued compensation and benefits
|
$
|
18,141
|
|
|
$
|
14,801
|
|
Accrued ESPP withheld
|
3,279
|
|
|
2,507
|
|
||
Accrued warranty
|
3,662
|
|
|
2,972
|
|
||
Accrued income and other taxes
|
3,158
|
|
|
3,562
|
|
||
Other accrued expenses
|
4,647
|
|
|
6,342
|
|
||
|
$
|
32,887
|
|
|
$
|
30,184
|
|
•
|
payment of
$255.9 million
in cash to former shareholders of Cascade Microtech;
|
•
|
issuance of
10,450,189
shares of FormFactor's common stock to former shareholders of Cascade Microtech, which was valued at the closing market price of
$8.92
per share on June 24, 2016 and amounted to
$93.2 million
in the aggregate;
|
•
|
payment of
$12.8 million
at the commencement of the third quarter of fiscal 2016, in cash, to Cascade Microtech outstanding and vested equity award holders; and
|
•
|
$3.9 million
attributable to the fair value of the assumed unvested equity awards for services performed by Cascade Microtech employees for the period leading up to the effective date of the acquisition.
|
|
|
Amount
|
||
Cash and cash equivalents
|
|
$
|
40,681
|
|
Accounts receivable
|
|
27,112
|
|
|
Inventory
|
|
38,315
|
|
|
Prepaid expenses and other current assets
|
|
6,249
|
|
|
Property, plant and equipment
|
|
19,875
|
|
|
Other long-term assets
|
|
818
|
|
|
Tangible assets acquired
|
|
133,050
|
|
|
|
|
|
||
Deferred revenue
|
|
(1,829
|
)
|
|
Accounts payable and accrued liabilities
|
|
(23,370
|
)
|
|
Deferred tax liabilities
|
|
(48,993
|
)
|
|
Other long-term liabilities
|
|
(960
|
)
|
|
Liabilities assumed
|
|
(75,152
|
)
|
|
Total tangible assets acquired and liabilities assumed
|
|
57,898
|
|
|
Intangible assets
|
|
149,753
|
|
|
Goodwill
|
|
158,141
|
|
|
Net assets acquired
|
|
$
|
365,792
|
|
|
|
Amount
|
|
Weighted Average Useful Life (in years)
|
||
Developed technologies
|
|
$
|
91,100
|
|
|
4.7
|
Customer relationships
|
|
23,053
|
|
|
6.8
|
|
Order backlog
|
|
15,600
|
|
|
0.5
|
|
Trade names
|
|
7,600
|
|
|
3.5
|
|
In-process research and development
|
|
12,400
|
|
|
N/A
|
|
Total intangible assets
|
|
$
|
149,753
|
|
|
4.1
|
|
|
Fiscal Year Ended
|
||||||
|
|
December 31, 2016
|
|
December 26, 2015
|
||||
Revenues
|
|
$
|
455,713
|
|
|
$
|
426,336
|
|
Net loss
|
|
(20,641
|
)
|
|
(15,469
|
)
|
||
Net loss per share - basic
|
|
(0.27
|
)
|
|
(0.23
|
)
|
||
Net loss per share - diluted
|
|
(0.27
|
)
|
|
(0.23
|
)
|
|
December 30, 2017
|
|
December 31, 2016
|
||||
Senior secured term loan
|
$
|
106,250
|
|
|
$
|
139,375
|
|
Less unamortized debt issuance costs
|
(579
|
)
|
|
(1,199
|
)
|
||
Total debt less debt issuance costs
|
$
|
105,671
|
|
|
$
|
138,176
|
|
|
Principal
|
|
Interest*
|
||||
Fiscal year:
|
|
|
|
||||
2018
|
$
|
18,750
|
|
|
$
|
3,085
|
|
2019
|
37,500
|
|
|
2,336
|
|
||
2020
|
48,750
|
|
|
840
|
|
||
2021
|
1,250
|
|
|
4
|
|
||
Total
|
$
|
106,250
|
|
|
$
|
6,265
|
|
•
|
a ratio of total debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") not in excess of
2.50
to
1.00
; and
|
•
|
a fixed charge coverage ratio of not less than
1.50
to
1.00
, stepping down to
1.30
to
1.00
at the end of the fiscal quarter ending June 30, 2018 and to
1.20
to
1.00
at the end of the fiscal quarter ending June 30, 2019.
|
|
Employee
Severance and Benefits |
|
Contract
Termination and Other Costs |
|
Stock-based Compensation
|
|
Total
|
||||||||
Accrual at December 27, 2014
|
$
|
584
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
584
|
|
Restructuring charges
|
59
|
|
|
—
|
|
|
500
|
|
|
559
|
|
||||
Cash payments
|
(641
|
)
|
|
—
|
|
|
—
|
|
|
(641
|
)
|
||||
Non-cash settlements
|
—
|
|
|
—
|
|
|
(500
|
)
|
|
(500
|
)
|
||||
Accrual at December 26, 2015
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Restructuring charges
|
6,220
|
|
|
104
|
|
|
964
|
|
|
7,288
|
|
||||
Cash payments
|
(5,892
|
)
|
|
—
|
|
|
—
|
|
|
(5,892
|
)
|
||||
Non-cash settlements
|
—
|
|
|
—
|
|
|
(964
|
)
|
|
(964
|
)
|
||||
Accrual at December 31, 2016
|
330
|
|
|
104
|
|
|
—
|
|
|
434
|
|
||||
Restructuring charges
|
690
|
|
|
11
|
|
|
109
|
|
|
810
|
|
||||
Cash payments
|
(622
|
)
|
|
(109
|
)
|
|
—
|
|
|
(731
|
)
|
||||
Non-cash settlements
|
—
|
|
|
(5
|
)
|
|
(109
|
)
|
|
(114
|
)
|
||||
Accrual at December 30, 2017
|
$
|
398
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
399
|
|
Fiscal Year Ended
|
||||||||||
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
$
|
—
|
|
|
$
|
12,400
|
|
|
$
|
8
|
|
Currency
|
|
Contract Position
|
|
Contract Amount (Local Currency)
|
|
Contract Amount (U.S. Dollars)
|
|||
Taiwan Dollar
|
|
Buy
|
|
(33,666
|
)
|
|
$
|
(1,139
|
)
|
Korean Won
|
|
Buy
|
|
(1,848,796
|
)
|
|
(1,745
|
)
|
|
Euro
|
|
Sell
|
|
17,750
|
|
|
21,362
|
|
|
Japanese Yen
|
|
Sell
|
|
637,090
|
|
|
5,649
|
|
|
Total USD notional amount of outstanding foreign exchange contracts
|
|
|
|
|
|
$
|
24,127
|
|
|
|
Location of Gain (Loss) Recognized
on Derivatives |
|
Fiscal Year Ended
|
||||||||||
Derivatives Not Designated as Hedging Instruments
|
|
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
|||||||
Foreign exchange forward contracts
|
|
Other income (expense), net
|
|
$
|
(2,505
|
)
|
|
$
|
(1,490
|
)
|
|
$
|
(310
|
)
|
|
|
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)
|
|
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
|
|
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
|
|
Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion )
|
|
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion )
|
||||||
Fiscal 2017
|
|
$
|
287
|
|
|
Other income (expense), net
|
|
$
|
84
|
|
|
Other income (expense), net
|
|
$
|
29
|
|
Fiscal 2016
|
|
$
|
628
|
|
|
Other income (expense), net
|
|
$
|
(160
|
)
|
|
Other income (expense), net
|
|
$
|
51
|
|
•
|
Level 1 valuations are obtained from real-time quotes for transactions in active exchange markets involving identical securities;
|
•
|
Level 2 valuations utilize significant observable inputs, 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; and
|
•
|
Level 3 valuations utilize 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.
|
December 30, 2017
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
1,064
|
|
|
$
|
—
|
|
|
$
|
1,064
|
|
Corporate bonds
|
|
|
|
774
|
|
|
774
|
|
|||
|
1,064
|
|
|
774
|
|
|
1,838
|
|
|||
Marketable securities:
|
|
|
|
|
|
|
|
||||
U.S. Treasuries
|
3,963
|
|
|
—
|
|
|
3,963
|
|
|||
Certificates of deposit
|
—
|
|
|
957
|
|
|
957
|
|
|||
Agency securities
|
—
|
|
|
10,432
|
|
|
10,432
|
|
|||
Corporate bonds
|
—
|
|
|
30,636
|
|
|
30,636
|
|
|||
Commercial paper
|
—
|
|
|
3,000
|
|
|
3,000
|
|
|||
|
3,963
|
|
|
45,025
|
|
|
48,988
|
|
|||
Foreign exchange derivative contract
|
—
|
|
|
31
|
|
|
31
|
|
|||
Interest rate swap derivative contracts
|
—
|
|
|
1,043
|
|
|
1,043
|
|
|||
Total assets
|
$
|
5,027
|
|
|
$
|
46,873
|
|
|
$
|
51,900
|
|
December 31, 2016
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
19,350
|
|
|
$
|
—
|
|
|
$
|
19,350
|
|
Marketable securities:
|
|
|
|
|
|
||||||
U.S. Treasuries
|
—
|
|
|
7,497
|
|
|
7,497
|
|
|||
Foreign exchange derivative contracts
|
—
|
|
|
1,137
|
|
|
1,137
|
|
|||
Interest rate swap derivative contracts
|
—
|
|
|
838
|
|
|
838
|
|
|||
Total
|
$
|
19,350
|
|
|
$
|
9,472
|
|
|
$
|
28,822
|
|
|
|
Probe Cards
|
|
Systems
|
|
Total
|
||||||
Goodwill, gross, as of December 27, 2014 and December 26, 2015
|
|
$
|
30,731
|
|
|
$
|
—
|
|
|
$
|
30,731
|
|
Additions - Cascade Microtech acquisition
|
|
141,751
|
|
|
16,390
|
|
|
158,141
|
|
|||
Foreign currency translation
|
|
—
|
|
|
(862
|
)
|
|
(862
|
)
|
|||
Goodwill, gross, as of December 31, 2016
|
|
172,482
|
|
|
15,528
|
|
|
188,010
|
|
|||
Foreign currency translation
|
|
—
|
|
|
1,910
|
|
|
1,910
|
|
|||
Goodwill, gross, as of December 30, 2017
|
|
$
|
172,482
|
|
|
$
|
17,438
|
|
|
$
|
189,920
|
|
|
|
December 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
Other Intangible Assets
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Existing developed technologies
|
|
$
|
143,966
|
|
|
$
|
76,826
|
|
|
$
|
67,140
|
|
|
$
|
142,700
|
|
|
$
|
56,131
|
|
|
$
|
86,569
|
|
Trade name
|
|
12,086
|
|
|
5,735
|
|
|
6,351
|
|
|
11,921
|
|
|
2,989
|
|
|
8,932
|
|
||||||
Customer relationships
|
|
40,313
|
|
|
16,320
|
|
|
23,993
|
|
|
39,869
|
|
|
10,854
|
|
|
29,015
|
|
||||||
Backlog
|
|
15,811
|
|
|
15,811
|
|
|
—
|
|
|
15,581
|
|
|
13,489
|
|
|
2,092
|
|
||||||
|
|
$
|
212,176
|
|
|
$
|
114,692
|
|
|
$
|
97,484
|
|
|
$
|
210,071
|
|
|
$
|
83,463
|
|
|
$
|
126,608
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
December 30,
2017 |
|
December 31,
2016 |
|
December 26,
2015 |
||||||
Cost of revenues
|
|
$
|
22,800
|
|
|
$
|
30,039
|
|
|
$
|
10,484
|
|
Selling, general and administrative
|
|
8,140
|
|
|
5,388
|
|
|
2,653
|
|
|||
|
|
$
|
30,940
|
|
|
$
|
35,427
|
|
|
$
|
13,137
|
|
Fiscal Year
|
|
Amount
|
||
2018
|
|
$
|
28,694
|
|
2019
|
|
26,031
|
|
|
2020
|
|
23,961
|
|
|
2021
|
|
13,156
|
|
|
2022
|
|
3,583
|
|
|
Thereafter
|
|
2,059
|
|
|
Total
|
|
$
|
97,484
|
|
Fiscal year:
|
|
Amount
|
||
2018
|
|
$
|
6,603
|
|
2019
|
|
5,735
|
|
|
2020
|
|
4,385
|
|
|
2021
|
|
3,984
|
|
|
2022
|
|
3,061
|
|
|
Thereafter
|
|
13,335
|
|
|
Total
|
|
$
|
37,103
|
|
|
Outstanding Options
|
|
|
|||||||||
|
Number of
Shares |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life in Years |
|
Aggregate
Intrinsic Value |
|||||
Outstanding at December 31, 2016
|
2,198,031
|
|
|
$
|
9.13
|
|
|
|
|
|
|
|
Options exercised
|
(1,473,389
|
)
|
|
9.38
|
|
|
|
|
|
|
||
Options canceled
|
(65,308
|
)
|
|
13.60
|
|
|
|
|
|
|
||
Outstanding at December 30, 2017
|
659,334
|
|
|
$
|
8.12
|
|
|
3.8
|
|
$
|
4,965,101
|
|
Vested and expected to vest at December 30, 2017
|
659,334
|
|
|
$
|
8.12
|
|
|
3.8
|
|
$
|
4,965,101
|
|
Exercisable at December 30, 2017
|
381,784
|
|
|
$
|
8.37
|
|
|
3.2
|
|
$
|
2,781,113
|
|
|
Number of
Shares |
|
Weighted
Average Grant Date Fair Value |
|||
Restricted stock units at December 31, 2016
|
3,108,560
|
|
|
$
|
8.61
|
|
Granted
|
1,619,202
|
|
|
13.20
|
|
|
Vested
|
(1,364,612
|
)
|
|
7.93
|
|
|
Canceled
|
(215,089
|
)
|
|
9.05
|
|
|
Restricted stock units at December 30, 2017
|
3,148,061
|
|
|
11.22
|
|
|
|
Fiscal Year Ended
|
||||
|
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
Grant Date
|
|
July 20, 2017
|
|
August 19, 2016
|
|
May 28, 2015
|
Performance period
|
|
July 1, 2017 - June 30, 2020
|
|
April 1, 2016 - March 31, 2019
|
|
April 1, 2015 - March 31, 2017
|
Number of shares
|
|
333,333
|
|
195,000
|
|
195,000
|
TSR as-of date
|
|
July 1, 2017
|
|
April 1, 2016
|
|
April 1, 2015
|
Stock-based compensation
|
|
$4.1 million
|
|
$2.0 million
|
|
$1.5 million
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
Weighted average grant date per share fair value of stock options granted
|
$
|
—
|
|
|
$
|
2.00
|
|
|
$
|
3.80
|
|
Weighted average grant date per share fair value of RSUs granted
|
13.20
|
|
|
8.20
|
|
|
8.64
|
|
|||
Total intrinsic value of stock options exercised
|
5,946
|
|
|
558
|
|
22
|
|
||||
Fair value of RSUs vested
|
18,339
|
|
|
12,441
|
|
|
18,118
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
Stock-based compensation expense included in:
|
|
|
|
|
|
||||||
Cost of revenues
|
$
|
3,539
|
|
|
$
|
2,518
|
|
|
$
|
2,651
|
|
Research and development
|
5,341
|
|
|
3,329
|
|
|
3,490
|
|
|||
Selling, general and administrative
|
7,350
|
|
|
4,875
|
|
|
5,434
|
|
|||
Restructuring and impairment charges, net
|
109
|
|
|
964
|
|
|
500
|
|
|||
Total stock-based compensation
|
$
|
16,339
|
|
|
$
|
11,686
|
|
|
$
|
12,075
|
|
|
|
Amount
|
|
Weighted Average Recognition Period (Years)
|
||
Stock Options
|
|
$
|
519
|
|
|
1.1
|
RSUs
|
|
26,754
|
|
|
2.1
|
|
ESPP
|
|
276
|
|
|
0.1
|
|
Fiscal Year Ended
|
|||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
|||
2012 Equity Incentive Plan:
|
|
|
|
|
|
|||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected volatility
|
—
|
%
|
|
43.76
|
%
|
|
47.50
|
%
|
Risk-free interest rate
|
—
|
%
|
|
1.57
|
%
|
|
1.60
|
%
|
Expected life (in years)
|
—
|
|
|
5.5
|
|
|
5.5
|
|
|
|
|
|
|
|
|||
Employee Stock Purchase Plan:
|
|
|
|
|
|
|||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected volatility
|
46.20%-46.33%
|
|
|
43.76%-46.48%
|
|
|
45.95%-54.69%
|
|
Risk-free interest rate
|
0.65%-1.15%
|
|
|
0.40%-0.47%
|
|
|
0.07%-0.17%
|
|
Expected life (in years)
|
0.5-1.0
|
|
|
0.5-1.0
|
|
|
0.5-1.0
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
United States
|
$
|
31,492
|
|
|
$
|
(50,947
|
)
|
|
$
|
(3,069
|
)
|
Foreign
|
10,714
|
|
|
752
|
|
|
1,798
|
|
|||
|
$
|
42,206
|
|
|
$
|
(50,195
|
)
|
|
$
|
(1,271
|
)
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
Current provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(2,130
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
State
|
17
|
|
|
120
|
|
|
72
|
|
|||
Foreign
|
4,069
|
|
|
1,804
|
|
|
198
|
|
|||
|
1,956
|
|
|
1,924
|
|
|
267
|
|
|||
Deferred provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
66
|
|
|
(42,150
|
)
|
|
—
|
|
|||
State
|
—
|
|
|
(2,165
|
)
|
|
—
|
|
|||
Foreign
|
(729
|
)
|
|
(1,247
|
)
|
|
(15
|
)
|
|||
|
(663
|
)
|
|
(45,562
|
)
|
|
(15
|
)
|
|||
Total provision (benefit) for income taxes
|
$
|
1,293
|
|
|
$
|
(43,638
|
)
|
|
$
|
252
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
U.S. statutory federal tax rate
|
$
|
14,772
|
|
|
$
|
(17,568
|
)
|
|
$
|
(445
|
)
|
State taxes and credits, net of Federal benefit
|
951
|
|
|
(975
|
)
|
|
17
|
|
|||
Amortization of stock-based compensation
|
(1,428
|
)
|
|
1,256
|
|
|
907
|
|
|||
Research and development credits
|
(1,979
|
)
|
|
(1,654
|
)
|
|
(1,872
|
)
|
|||
Foreign taxes at rates different than the U.S.
|
(271
|
)
|
|
504
|
|
|
(66
|
)
|
|||
Other permanent differences
|
160
|
|
|
2,048
|
|
|
238
|
|
|||
Mandatory deemed repatriation
|
1,655
|
|
|
—
|
|
|
—
|
|
|||
Change in valuation allowance
|
(12,207
|
)
|
|
(27,120
|
)
|
|
1,457
|
|
|||
Other
|
(360
|
)
|
|
(129
|
)
|
|
16
|
|
|||
Total
|
$
|
1,293
|
|
|
$
|
(43,638
|
)
|
|
$
|
252
|
|
|
As of
|
||||||
|
December 30, 2017
|
|
December 31, 2016
|
||||
Tax credits
|
$
|
35,484
|
|
|
$
|
33,486
|
|
Inventory reserve
|
10,763
|
|
|
13,863
|
|
||
Other reserves and accruals
|
5,667
|
|
|
10,593
|
|
||
Non-statutory stock options
|
2,642
|
|
|
6,206
|
|
||
Depreciation and amortization
|
3,677
|
|
|
7,719
|
|
||
Net operating loss carryforwards
|
70,457
|
|
|
118,482
|
|
||
Gross deferred tax assets
|
128,690
|
|
|
190,349
|
|
||
Valuation allowance
|
(109,840
|
)
|
|
(150,581
|
)
|
||
Total deferred tax assets
|
18,850
|
|
|
39,768
|
|
||
Acquired intangibles and fixed assets
|
(18,921
|
)
|
|
(39,801
|
)
|
||
Unrealized investment gains
|
(109
|
)
|
|
(289
|
)
|
||
Tax on undistributed earnings
|
(66
|
)
|
|
(71
|
)
|
||
Total deferred tax liabilities
|
(19,096
|
)
|
|
(40,161
|
)
|
||
Net deferred tax liabilities
|
$
|
(246
|
)
|
|
$
|
(393
|
)
|
|
|
Amount
|
|
Latest Expiration Date
|
||
Federal research and development tax credit
|
|
$
|
23,883
|
|
|
2018-2037
|
Federal net operating loss carryforwards
|
|
244,179
|
|
|
2018-2037
|
|
Foreign tax credit carryforwards
|
|
844
|
|
|
2018-2027
|
|
Alternative minimum tax credits
|
|
781
|
|
|
Indefinite
|
|
California research credits
|
|
31,535
|
|
|
Indefinite
|
|
Oregon research credits
|
|
748
|
|
|
2018-2023
|
|
State net operating loss carryforwards
|
|
262,941
|
|
|
2018-2037
|
|
Japan net operating loss carryforwards
|
|
86
|
|
|
2026
|
|
Singapore net operating loss carryforwards
|
|
8,810
|
|
|
Indefinite
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
Unrecognized tax benefit, beginning balance
|
$
|
17,978
|
|
|
$
|
17,033
|
|
|
$
|
16,333
|
|
Additions based on tax positions related to the current year
|
694
|
|
|
614
|
|
|
667
|
|
|||
Additions based on tax positions from prior years
|
—
|
|
|
450
|
|
|
163
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||
Reductions due to lapse of the applicable statute of limitations
|
(376
|
)
|
|
(119
|
)
|
|
(112
|
)
|
|||
Unrecognized tax benefit, ending balance
|
$
|
18,296
|
|
|
$
|
17,978
|
|
|
$
|
17,033
|
|
|
|
|
|
|
|
||||||
Interest and penalties recognized as a component of Provision (benefit) from income taxes
|
$
|
67
|
|
|
$
|
22
|
|
|
$
|
50
|
|
Interest and penalties accrued at period end
|
218
|
|
209
|
|
—
|
|
|
Fiscal 2017
|
||||||||||||||
|
Probe Cards
|
|
Systems
|
|
Corporate and Other
|
|
Total
|
||||||||
Revenues
|
$
|
454,794
|
|
|
$
|
93,647
|
|
|
$
|
—
|
|
|
$
|
548,441
|
|
Gross profit
|
$
|
195,903
|
|
|
$
|
46,647
|
|
|
$
|
(26,953
|
)
|
|
$
|
215,597
|
|
Gross margin
|
43.1
|
%
|
|
49.8
|
%
|
|
—
|
%
|
|
39.3
|
%
|
||||
Operating income (loss)
|
$
|
61,108
|
|
|
$
|
17,569
|
|
|
$
|
(32,376
|
)
|
|
$
|
46,301
|
|
|
Fiscal 2016
|
||||||||||||||
|
Probe Cards
|
|
Systems
|
|
Corporate and Other
|
|
Total
|
||||||||
Revenues
|
$
|
337,970
|
|
|
$
|
45,911
|
|
|
$
|
—
|
|
|
$
|
383,881
|
|
Gross profit
|
$
|
121,407
|
|
|
$
|
23,925
|
|
|
$
|
(42,650
|
)
|
|
$
|
102,682
|
|
Gross margin
|
35.9
|
%
|
|
52.1
|
%
|
|
—
|
%
|
|
26.7
|
%
|
||||
Operating income (loss)
|
$
|
49,382
|
|
|
$
|
8,968
|
|
|
$
|
(106,257
|
)
|
|
$
|
(47,907
|
)
|
|
Fiscal 2015
|
||||||||||||||
|
Probe Cards
|
|
Systems
|
|
Corporate and Other
|
|
Total
|
||||||||
Revenues
|
$
|
282,358
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
282,358
|
|
Gross profit
|
$
|
99,199
|
|
|
$
|
—
|
|
|
$
|
(13,461
|
)
|
|
$
|
85,738
|
|
Gross margin
|
35.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
30.4
|
%
|
||||
Operating income (loss)
|
$
|
39,964
|
|
|
$
|
—
|
|
|
$
|
(44,067
|
)
|
|
$
|
(4,103
|
)
|
|
Fiscal Year Ended
|
|||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
|||
United States
|
34.0
|
%
|
|
33.3
|
%
|
|
23.4
|
%
|
South Korea
|
14.9
|
|
|
17.1
|
|
|
25.2
|
|
Taiwan
|
17.7
|
|
|
14.9
|
|
|
21.9
|
|
Europe
|
8.2
|
|
|
12.9
|
|
|
9.0
|
|
Asia-Pacific
(1)
|
16.6
|
|
|
11.4
|
|
|
11.1
|
|
Japan
|
8.1
|
|
|
10.0
|
|
|
9.4
|
|
Rest of the world
|
0.5
|
|
|
0.4
|
|
|
—
|
|
Total Revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Fiscal Year Ended
|
||||||||||
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
Foundry & Logic
|
$
|
313,714
|
|
|
$
|
237,591
|
|
|
$
|
145,839
|
|
DRAM
|
124,685
|
|
|
86,910
|
|
|
125,512
|
|
|||
Flash
|
16,395
|
|
|
13,469
|
|
|
11,007
|
|
|||
Systems
|
93,647
|
|
|
45,911
|
|
|
—
|
|
|||
Total revenues
|
$
|
548,441
|
|
|
$
|
383,881
|
|
|
$
|
282,358
|
|
|
December 30, 2017
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||
United States
|
$
|
299,574
|
|
|
$
|
323,369
|
|
|
$
|
77,257
|
|
Europe
|
30,922
|
|
|
30,903
|
|
|
655
|
|
|||
Asia-Pacific
(1)
|
1,765
|
|
|
1,709
|
|
|
689
|
|
|||
South Korea
|
487
|
|
|
733
|
|
|
1,128
|
|
|||
Japan
|
825
|
|
|
510
|
|
|
295
|
|
|||
Rest of the world
|
585
|
|
|
57
|
|
|
112
|
|
|||
Total
|
$
|
334,158
|
|
|
$
|
357,281
|
|
|
$
|
80,136
|
|
|
Fiscal Quarters Ended
|
||||||||||||||||||||||||||||||
|
Dec. 30,
2017 (4) |
|
Sep. 30,
2017 |
|
July 1, 2017
|
|
April 1, 2017
|
|
Dec. 31,
2016 (3) |
|
Sep. 24,
2016 |
|
June. 25, 2016
(1) (2)
|
|
March 26,
2016 |
||||||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||||||||||||||
Revenues
|
$
|
131,901
|
|
|
$
|
143,735
|
|
|
$
|
143,976
|
|
|
$
|
128,829
|
|
|
$
|
123,888
|
|
|
$
|
123,299
|
|
|
$
|
83,083
|
|
|
$
|
53,611
|
|
Cost of revenues
|
83,272
|
|
|
86,105
|
|
|
82,209
|
|
|
81,258
|
|
|
83,613
|
|
|
96,111
|
|
|
57,656
|
|
|
43,819
|
|
||||||||
Gross profit
|
48,629
|
|
|
57,630
|
|
|
61,767
|
|
|
47,571
|
|
|
40,275
|
|
|
27,188
|
|
|
25,427
|
|
|
9,792
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development
|
18,513
|
|
|
19,338
|
|
|
18,542
|
|
|
17,414
|
|
|
18,218
|
|
|
17,253
|
|
|
11,133
|
|
|
10,849
|
|
||||||||
Selling, general and administrative
|
24,238
|
|
|
24,010
|
|
|
23,602
|
|
|
22,829
|
|
|
23,890
|
|
|
23,008
|
|
|
14,030
|
|
|
12,516
|
|
||||||||
Restructuring and impairment charges, net
|
481
|
|
|
16
|
|
|
44
|
|
|
269
|
|
|
12,697
|
|
|
85
|
|
|
6,910
|
|
|
—
|
|
||||||||
Total operating expenses
|
43,232
|
|
|
43,364
|
|
|
42,188
|
|
|
40,512
|
|
|
54,805
|
|
|
40,346
|
|
|
32,073
|
|
|
23,365
|
|
||||||||
Operating income (loss)
|
5,397
|
|
|
14,266
|
|
|
19,579
|
|
|
7,059
|
|
|
(14,530
|
)
|
|
(13,158
|
)
|
|
(6,646
|
)
|
|
(13,573
|
)
|
||||||||
Interest income
|
264
|
|
|
123
|
|
|
93
|
|
|
67
|
|
|
59
|
|
|
52
|
|
|
99
|
|
|
117
|
|
||||||||
Interest expense
|
(1,045
|
)
|
|
(1,109
|
)
|
|
(1,162
|
)
|
|
(1,174
|
)
|
|
(1,255
|
)
|
|
(1,125
|
)
|
|
(11
|
)
|
|
—
|
|
||||||||
Other income (expense), net
|
(170
|
)
|
|
311
|
|
|
107
|
|
|
(400
|
)
|
|
309
|
|
|
83
|
|
|
(302
|
)
|
|
(314
|
)
|
||||||||
Income (loss) before income taxes
|
4,446
|
|
|
13,591
|
|
|
18,617
|
|
|
5,552
|
|
|
(15,417
|
)
|
|
(14,148
|
)
|
|
(6,860
|
)
|
|
(13,770
|
)
|
||||||||
Provision (benefit) for income taxes
|
(1,142
|
)
|
|
1,028
|
|
|
1,040
|
|
|
367
|
|
|
26
|
|
|
50
|
|
|
(43,744
|
)
|
|
30
|
|
||||||||
Net income (loss)
|
$
|
5,588
|
|
|
$
|
12,563
|
|
|
$
|
17,577
|
|
|
$
|
5,185
|
|
|
$
|
(15,443
|
)
|
|
$
|
(14,198
|
)
|
|
$
|
36,884
|
|
|
$
|
(13,800
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.08
|
|
|
$
|
0.17
|
|
|
$
|
0.24
|
|
|
$
|
0.07
|
|
|
$
|
(0.22
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.62
|
|
|
$
|
(0.24
|
)
|
Diluted
|
$
|
0.07
|
|
|
$
|
0.17
|
|
|
$
|
0.24
|
|
|
$
|
0.07
|
|
|
$
|
(0.22
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
0.61
|
|
|
$
|
(0.24
|
)
|
Weighted average number of shares used in per share calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
72,846
|
|
|
72,651
|
|
|
72,200
|
|
|
71,423
|
|
|
70,807
|
|
|
70,502
|
|
|
59,572
|
|
|
58,431
|
|
||||||||
Diluted
|
74,756
|
|
|
73,885
|
|
|
73,539
|
|
|
72,922
|
|
|
70,807
|
|
|
70,502
|
|
|
59,988
|
|
|
58,431
|
|
(1)
|
In the second quarter of fiscal 2016, we recorded
$5.4 million
of severance charges and
$0.7 million
of stock-based compensation expense relating to the acceleration of certain equity-based awards of certain executives of Cascade Microtech who were terminated upon our acquisition of Cascade Microtech and in accordance with their contractual change of control agreements. See Note 4 for additional information.
|
(2)
|
In the second quarter of fiscal 2016, we recorded an income tax benefit of
$43.7 million
primarily due to the release of valuation allowance of our deferred tax assets in connection with our acquisition of Cascade Microtech. See Notes 4 and 14 for additional information.
|
(3)
|
In the fourth quarter of fiscal 2016, we recorded an impairment charge of
$12.4 million
relating to an in-process research and development intangible asset acquired as part of our acquisition of Cascade Microtech. See Note 4 and Note 7 for additional information.
|
(4)
|
In the fourth quarter of fiscal 2017, the tax benefit included a
$0.7 million
benefit from U.S. tax reform, a
$0.8 million
benefit from refundable AMT tax credits.
|
|
|
|
|
Incorporated by Reference
|
|
|
||||||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No
|
|
Date of
First Filing
|
|
Exhibit
Number
|
|
Filed
Herewith
|
||||
|
Agreement and Plan of Merger, dated February 3, 2016, by and among Cascade Microtech, Inc., FormFactor, Inc. and Cardinal Merger Subsidiary, Inc.
|
|
8-K
|
|
|
000-50307
|
|
|
2/9/2016
|
|
|
2.1
|
|
|
|
|
|
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
|
|
|
|
|
|
Amended and Restated Bylaws of the Registrant
|
|
8-K
|
|
|
000-50307
|
|
|
7/22/2016
|
|
|
3.2
|
|
|
|
|
|
Specimen Common Stock Certificate
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/28/2002
|
|
|
4.01
|
|
|
|
|
|
Credit Agreement among FormFactor, Inc. as Borrower, the Guarantors that are from time to time parties thereto, HSBC Bank USA, National Association, as Administrative Agent, Lead Lender, Co-Lead Arranger, Sole Bookrunner, Syndication Agent and Lender, the Lenders that are from time to time parties thereto, and Silicon Valley Bank, as Co-Lead Arranger and Documentation Agent, dated as of June 24, 2016
|
|
8-K
|
|
|
000-50307
|
|
|
6/28/2016
|
|
|
10.1
|
|
|
|
|
|
First Amendment to Credit Agreement dated April 19, 2017 among FormFactor, Inc. and HSBC Bank USA, National Association.
|
|
|
|
|
|
|
|
|
|
X
|
|||||
10.3
+
|
|
Form of Indemnity Agreement
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/28/2002
|
|
|
10.01
|
|
|
|
10.4
+
|
|
Form of Change of Control Severance Agreement
|
|
10-K
|
|
|
000-50307
|
|
|
3/14/2005
|
|
|
10.48
|
|
|
|
10.5
+
|
|
Incentive Option Plan, and form of option grant
|
|
S-1
|
|
|
333-86738
|
|
|
4/22/2002
|
|
|
10.04
|
|
|
|
10.6
+
|
|
Management Incentive Option Plan, and form of option grant
|
|
S-1
|
|
|
333-86738
|
|
|
4/22/2002
|
|
|
10.05
|
|
|
|
10.7
+
|
|
2002 Equity Incentive Plan, as amended, and forms of plan agreements
|
|
10-Q
|
|
|
000-50307
|
|
|
5/4/2011
|
|
|
10.06
|
|
|
|
10.8
+
|
|
2002 Employee Stock Purchase Plan, as amended
|
|
10-Q
|
|
|
000-50307
|
|
|
8/7/2007
|
|
|
10.01
|
|
|
|
10.9
+
|
|
Key Employee Bonus Plan, as amended
|
|
10-Q
|
|
|
000-50307
|
|
|
5/7/2007
|
|
|
10.01
|
|
|
|
10.10
+
|
|
Equity Incentive Plan, as amended and restated effective May 26, 2017, and forms of plan agreements
|
|
S-8
|
|
|
333-222551
|
|
|
1/16/2018
|
|
|
99.1
|
|
|
|
10.11
+
|
|
Employee Stock Purchase Plan, as amended and restated April 18, 2012
|
|
10-K
|
|
|
000-50307
|
|
|
3/13/2013
|
|
|
10.10
|
|
|
|
|
Pacific Corporate Center Lease (Building 1) 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
|
|
|
|
|
|
First Amendment to Pacific Corporate Center Lease (Building 1) by and between Greenville and the Registrant dated January 31, 2003
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/7/2003
|
|
|
10.18.1
|
|
|
|
|
|
Pacific Corporate Center Lease (Building 2) by and between Greenville and the Registrant dated May 3, 2001
|
|
S-1/A
|
|
|
333-86738
|
|
|
6/10/2003
|
|
|
10.19
|
|
|
|
|
|
First Amendment to Pacific Corporate Center Lease (Building 2) by and between Greenville and the Registrant dated January 31, 2003
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/7/2003
|
|
|
10.19.1
|
|
|
|
|
|
Pacific Corporate Center Lease (Building 3) by and between Greenville and the Registrant dated May 3, 2001
|
|
S-1/A
|
|
|
333-86738
|
|
|
6/10/2003
|
|
|
10.20
|
|
|
|
|
10.17
+
|
|
First Amendment to Pacific Corporate Center Lease (Building 3) by and between Greenville and the Registrant dated January 31, 2003
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/7/2003
|
|
|
10.20.1
|
|
|
|
|
Third Amendment, dated December 19, 2016, between FormFactor, Inc. and MOHR PCC, LP, to Pacific Corporate Center Leases (Buildings 1, 2 and 3), dated May 3, 2001, by and between Greenville Investors, L.P. and FormFactor, Inc., as amended
|
|
8-K
|
|
|
000-50307
|
|
|
12/23/2016
|
|
|
10.2
|
|
|
|
|
10.19
+
|
|
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
|
|
|
|
|
Second Amendment, dated December 19, 2016, between FormFactor, Inc. and MOHR PCC, LP, to Pacific Corporate Center Lease, dated October 5, 2004, by and between Greenville Investors, L.P. and FormFactor, Inc., as amended
|
|
8-K
|
|
|
000-50307
|
|
|
12/23/2016
|
|
|
10.1
|
|
|
|
|
Lease Agreements I and II between Amberjack, Ltd. And Cascade Microtech, Inc. dated August 20, 1997, and Amendment No. 2 to Lease Agreement I dated July 23, 1998, and Amendment No. 2 to Lease Agreement II dated April 12, 1999.
|
|
S-1
|
|
|
333-47100
|
|
|
10/2/2000
|
|
|
10.9
|
|
|
|
|
|
Third Amendment dated August 11, 2006 to Lease Agreement I dated August 20, 1997 between Amberjack, LTD. and Cascade Microtech, Inc.
|
|
10-Q
|
|
|
000-51072
|
|
|
11/9/2006
|
|
|
10.2
|
|
|
|
|
|
Third Amendment dated August 11, 2006 to Lease Agreement II dated August 20, 1997 between Amberjack, LTD. and Cascade Microtech, Inc.
|
|
10-Q
|
|
|
000-51072
|
|
|
11/9/2006
|
|
|
10.3
|
|
|
|
|
|
Assignment, Assumption and Amendment of Lease dated as of September 22, 2011 by and among Cascade Microtech, Inc. and R&D Sockets, Inc.
|
|
8-K
|
|
|
000-51072
|
|
|
9/26/2011
|
|
|
10.1
|
|
|
|
|
|
Rental Agreement by and between Cascade Microtech Dresden GmbH and Süss Grundstücksverwaltungs GbR dated as of June 17, 2011.
|
|
10-Q
|
|
|
000-51072
|
|
|
8/10/2011
|
|
|
10.3
|
|
|
|
|
|
Lease dated April 2, 1999 between Spieker Properties, L.P. and Cascade Microtech, Inc.
|
|
S-1
|
|
|
333-47100
|
|
|
10/2/2000
|
|
|
10.8
|
|
|
|
|
|
First amendment to Lease dated January 10, 2007, between Nimbus Center LLC (as successor in interest to Spieker Properties, L.P.) and Cascade Microtech, Inc.
|
|
10-Q
|
|
|
000-51072
|
|
|
5/9/2014
|
|
|
10.1
|
|
|
|
|
|
Second amendment to Lease dated February 25, 2013, between Nimbus Center LLC and Cascade Microtech, Inc.
|
|
10-Q
|
|
|
000-51072
|
|
|
5/8/2013
|
|
|
10.2
|
|
|
|
|
|
Third amendment to Lease dated January 23, 2014, between Nimbus Center LLC and Cascade Microtech, Inc.
|
|
10-Q
|
|
|
000-51072
|
|
|
5/9/2014
|
|
|
10.2
|
|
|
|
|
|
Fourth amendment to Lease dated March 31, 2014, between Nimbus Center LLC and Cascade Microtech, Inc.
|
|
10-Q
|
|
|
000-51072
|
|
|
5/9/2014
|
|
|
10.3
|
|
|
|
|
|
Fifth amendment to Lease dated September 24, 2014, between Nimbus Center LLC and Cascade Microtech, Inc.
|
|
10-K
|
|
|
000-51072
|
|
|
3/72016
|
|
|
10.22
|
|
|
|
|
|
Sixth amendment to Lease dated July 8, 2015, between Nimbus Center LLC and Cascade Microtech, Inc.
|
|
10-K
|
|
|
000-51072
|
|
|
3/72016
|
|
|
10.23
|
|
|
|
|
10.33
+
|
|
Employment Offer Letter, dated August 29, 2012 to Mike Slessor
|
|
10-K
|
|
|
000-50307
|
|
|
3/13/2013
|
|
|
10.19+
|
|
|
|
10.34
+
|
|
Tax withholding reimbursement letter between Mike Slessor and the Registrant dated December 30, 2013
|
|
10-K
|
|
|
000-50307
|
|
|
3/6/2015
|
|
|
10.20
|
|
|
|
10.35
+
|
|
CEO Change of Control and Severance Agreement, dated April 28, 2016 by and between Mike Slessor and the Registrant
|
|
10-K
|
|
|
000-50307
|
|
|
3/15/2017
|
|
|
10.35
|
|
|
|
10.36
+
|
|
Change of Control and Severance Agreement, dated April 28, 2016 by and between Michael Ludwig and the Registrant
|
|
10-K
|
|
|
000-50307
|
|
|
3/15/2017
|
|
|
10.36
|
|
|
|
|
Code of Business conduct of FormFactor, Inc.
|
|
8-K
|
|
|
000-50307
|
|
|
9/13/2017
|
|
|
14.1
|
|
|
|
|
|
List of Registrant's subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
|
|
Consent of Independent Registered Public Accounting Firm - KPMG
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
|
|
Power of Attorney (included on the signature page of this Form 10-K)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
|
|
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
|
|
|
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
|
|
32.1
*
|
|
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.
|
***
|
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.
|
SUBSIDIARY NAME
|
|
JURISDICTION OF ORGANIZATION
|
FormFactor International, Inc.
|
Delaware, United States
|
|
FormFactor, K.K.
|
Japan
|
|
FormFactor Korea, Inc.
|
South Korea
|
|
FormFactor Singapore Pte. Ltd.
|
Singapore
|
|
Astria Semiconductor Holdings, Inc
|
Delaware, United States
|
|
Microprobe, Inc.
|
California, United States
|
|
Microprobe HongKong Limited
|
Hong Kong
|
|
Microprobe Technology (Suzhou) Co. Ltd.
|
People's Republic of China
|
|
Cascade Microtech, Inc.
|
Oregon, United States
|
|
FormFactor GmbH
|
Germany
|
|
Cascade Microtech Japan, Inc.
|
Japan
|
|
Cascade Microtech Singapore Pte, Ltd
|
Singapore
|
|
Cascade International (Shanghai) Trading Co., Ltd.
|
People's Republic of China
|
|
Advanced Temperature Test Systems GmbH
|
Germany
|
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:
|
February 27, 2018
|
/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:
|
February 27, 2018
|
/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:
|
February 27, 2018
|
/s/ MICHAEL D. SLESSOR
|
|
|
Michael D. Slessor
Chief Executive Officer
(Principal Executive Officer and Director)
|
|
|
|
Date:
|
February 27, 2018
|
/s/ MICHAEL M. LUDWIG
|
|
|
Michael M. Ludwig
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|