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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
|