|
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
13-3711155
(I.R.S. Employer
Identification No.)
|
|
Large accelerated filer
o
|
|
Accelerated filer
ý
|
|
Non-accelerated filer
o
(Do not check if a smaller
reporting company)
|
|
Smaller reporting company
o
|
|
|
|
Page
|
Part I
|
||
Part II
|
||
Part III
|
||
Part IV
|
||
•
|
customer demand for and adoption of our products;
|
•
|
market and competitive conditions in our industry, the semiconductor industry and the economy as a whole;
|
•
|
our ability to improve operating efficiency to achieve operating cash flow break even in the current business environment and to better position our company for long-term, profitable growth;
|
•
|
our ability to realize the benefits of certain deferred tax attributes;
|
•
|
the timing and success of new technologies and product introductions by our competitors and by us;
|
•
|
our ability to work efficiently with our customers on their qualification of our new technologies and products;
|
•
|
our ability to deliver reliable, cost-effective products that meet our customers' testing requirements in a timely manner;
|
•
|
our ability to transition to new product architectures and to bring new products into volume production on time and at acceptable yields and cost;
|
•
|
our ability to implement measures for enabling efficiencies and supporting growth in our design, applications, manufacturing and other operational activities;
|
•
|
our ability to integrate successfully and efficiently the operations of Astria Semiconductor Holdings, Inc., including its major subsidiary, MicroProbe Inc. (together "MicroProbe");
|
•
|
the reduction, rescheduling or cancellation of orders by our customers;
|
•
|
our ability to collect accounts receivables owed by our customers;
|
•
|
our product and customer sales mix and geographical sales mix;
|
•
|
a reduction in the price or the profitability of our products;
|
•
|
the availability or the cost of components and materials utilized in our products;
|
•
|
our ability to efficiently optimize manufacturing capacity and to stabilize production yields as necessary to meet customer demand and ramp production volume at our manufacturing facilities;
|
•
|
our ability to protect our intellectual property against third parties and continue our investment in research and development and design activities;
|
•
|
any disruption in the operation of our manufacturing facilities;
|
•
|
the timing of and return on our investments in research and development;
|
•
|
macroeconomic events that impact global buying in general and the semiconductor industry in particular, and
|
•
|
seasonality, principally due to our customers' purchasing cycles.
|
|
Fiscal 2012
|
|
Fiscal 2011
|
|
Fiscal 2010
|
|||
SK hynix (1)
|
29.4
|
%
|
|
16.3
|
%
|
|
12.8
|
%
|
Elpida Memory (2)
|
*
|
|
|
*
|
|
|
20.0
|
|
Samsung (3)
|
12.4
|
|
|
11.2
|
|
|
12.0
|
|
Micron Technology(4)
|
*
|
|
|
10.2
|
|
|
*
|
|
Total
|
41.8
|
%
|
|
37.7
|
%
|
|
44.8
|
%
|
(1)
|
Includes SK hynix and its consolidated subsidiary SK hynix Semiconductor (China) Ltd.
|
(2)
|
Includes Elpida Memory Inc. and its consolidated subsidiary Rexchip Electronics Corporation.
|
(3)
|
Includes Samsung Semiconductor and its consolidated subsidiary Samsung Austin Semiconductor.
|
(4)
|
Includes Micron Technology, Inc. and its consolidated subsidiaries, including Micron Semiconductor Asia Pte. Ltd., Micron Semiconductor Italia S.r.L., Micron Semiconductor Israel Ltd. and Micron Japan Ltd.
|
*
|
Less than 10% of revenues.
|
Name of Director
|
Age
|
|
Current Occupation
|
|
G. Carl Everett, Jr.(1)
|
62
|
|
|
Venture Partner at Accel LLP
|
Lothar Maier
|
57
|
|
|
Chief Executive Officer and Director of Linear Technology Corporation
|
Thomas St. Dennis
|
59
|
|
|
Chief Executive Officer and Director of FormFactor, Inc.
|
Edward Rogas, Jr.
|
72
|
|
|
Director of Vitesse Semiconductor Corporation and Vignani Technologies Pvt Ltd
|
Michael W. Zellner
|
57
|
|
|
Director of FormFactor, Inc.
|
Richard DeLateur
|
54
|
|
|
Director of FormFactor, Inc.
|
(1)
|
Mr. Everett became the Chairman of our Board of Directors on December 26, 2010.
|
Name
|
Age
|
|
Position
|
|
Thomas St. Dennis
|
59
|
|
|
Chief Executive Officer
|
Michael M. Ludwig
|
51
|
|
|
Chief Financial Officer
|
Stuart L. Merkadeau
|
51
|
|
|
Senior Vice President, General Counsel and Secretary
|
•
|
We might not be successful in integrating MicroProbe's employees, products and technology with our existing business, and such integration may divert significant management attention from our existing business;
|
•
|
We may realize greater expenses than we anticipated from the combination of the two companies;
|
•
|
We may fail to realize synergies that we anticipated from the combination of the two companies;
|
•
|
We may fail to retain key MicroProbe executives and employees, which could reduce the likelihood of success of the acquisition;
|
•
|
We may encounter difficulties in the assimilation of employees and corporate cultures;
|
•
|
The combination of the two companies may not deliver to our customers the benefits that we have anticipated, including a broader range of products, improved product service and support and enhanced R&D programs, and our customers may reduce their aggregate spending on MicroProbe and FormFactor products;
|
•
|
We may assume unforeseen legal, regulatory, intellectual property or other liabilities;
|
•
|
We will have less cash available for other purposes, including acquisitions of technologies or businesses.
|
•
|
our means of protecting our proprietary rights will be adequate;
|
•
|
patents will be issued from our pending or future applications;
|
•
|
our existing or future patents will be sufficient in scope or strength to provide any meaningful protection or commercial advantage to us;
|
•
|
our patents or other intellectual property will not be invalidated, circumvented or successfully challenged in the United States or foreign countries; or
|
•
|
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.
|
•
|
design innovative and performance-enhancing product architectures, technologies and features that differentiate our products from those of our competitors;
|
•
|
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;
|
•
|
transition our products to new manufacturing technologies;
|
•
|
identify emerging technological trends in our target markets;
|
•
|
maintain effective marketing strategies;
|
•
|
respond effectively to technological changes or product announcements by others; and
|
•
|
adjust to changing market conditions quickly and cost-effectively.
|
•
|
become concerned about our ability to protect their intellectual property;
|
•
|
become concerned with our ability to deliver quality products on a timely basis;
|
•
|
develop their own solutions to address the need for testing improvement;
|
•
|
implement chip designs that include enhanced built-in self-test capabilities;
|
•
|
regard us as a competitor;
|
•
|
introduce their own wafer probe card product;
|
•
|
establish relationships with others in our industry;
|
•
|
acquire or invest in a competitive wafer probe card manufacturer or enter into a business venture with a competitive wafer probe card manufacturer; or
|
•
|
attempt to restrict our ability to enter into relationships with their competitors.
|
•
|
cause lower than anticipated yields and lengthen delivery schedules;
|
•
|
cause delays in product shipments;
|
•
|
cause delays in new product introductions;
|
•
|
cause us to incur warranty expenses;
|
•
|
result in increased costs and diversion of development resources;
|
•
|
cause us to incur increased charges due to unusable inventory;
|
•
|
require design modifications; or
|
•
|
decrease market acceptance or customer satisfaction with these products.
|
•
|
the efforts of our sales force and our distributor and independent sales representatives;
|
•
|
the complexity of the customer's fabrication processes;
|
•
|
the internal technical capabilities of the customer; and
|
•
|
the customer's budgetary constraints and, in particular, the customer's ability to devote resources to the evaluation process.
|
•
|
compliance with a wide variety of foreign laws and regulations;
|
•
|
legal uncertainties regarding taxes, tariffs, quotas, export controls, export licenses and other trade barriers;
|
•
|
political and economic instability or foreign conflicts that involve or affect the countries of our customers;
|
•
|
difficulties in collecting accounts receivable and longer accounts receivable payment cycles;
|
•
|
difficulties in staffing and managing personnel, distributors and representatives;
|
•
|
reduced protection for intellectual property rights in some countries;
|
•
|
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;
|
•
|
seasonal fluctuations in purchasing patterns in other countries; and
|
•
|
fluctuations in freight rates and transportation disruptions.
|
•
|
variations in our operating results;
|
•
|
our forecasts and financial guidance for future periods;
|
•
|
announcements of technological innovations, new products or product enhancements, new product adoptions at semiconductor customers or significant agreements by us or by our competitors;
|
•
|
reports regarding our ability to bring new products into volume production efficiently;
|
•
|
the gain or loss of significant orders or customers;
|
•
|
changes in the estimates of our operating results or changes in recommendations by any securities analysts that elect to follow our common stock;
|
•
|
rulings on various of our pending litigations and proceedings relating to intellectual property matters;
|
•
|
seasonality, principally due to our customers' purchasing cycles;
|
•
|
market and competitive conditions in our industry, semiconductor industry and the economy as a whole; and
|
•
|
recruitment or departure of key personnel.
|
•
|
establish a classified board of directors so that not all members of our board are elected at one time;
|
•
|
provide that directors may only be removed "for cause" and only with the approval of 66.7% of our stockholders;
|
•
|
require super-majority voting to amend some provisions in our certificate of incorporation and bylaws;
|
•
|
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;
|
•
|
limit the ability of our stockholders to call special meetings of stockholders;
|
•
|
prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
|
•
|
provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and
|
•
|
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.
|
Location
|
Principal Use
|
|
Square
Footage
|
|
Ownership
|
|
Livermore, California, United States
|
Corporate headquarters, sales, marketing, finance, product design, manufacturing, service and repair, distribution, research and development
|
|
168,636
|
|
|
Leased
|
Livermore, California, United States
|
Storage
|
|
13,531
|
|
|
Owned
|
San Jose, California, United States
|
Sales, marketing, finance, product design, manufacturing, service and repair, distribution, research and development
|
|
39,894
|
|
|
Leased
|
Carson City, Nevada, United States
|
Sales, marketing, product design, manufacturing, service and repair, distribution for non probe cards business
|
|
31,100
|
|
|
Leased
|
Carlsbad, California, United States
|
Product design, manufacturing, service and repair, distribution, research and development
|
|
25,634
|
|
|
Leased
|
Austin, Texas, United States
|
Service and repair
|
|
2,025
|
|
|
Leased
|
Singapore
|
Sales, finance, product design, service, field service, supply chain.
|
|
25,278
|
|
|
Leased
|
SuZhou, China
|
Sales, marketing, finance, manufacturing, product design, service and repair, distribution, research and development
|
|
9,700
|
|
|
Leased
|
Jubei City, Hsinchu, Taiwan
|
Sales office, product design, field service and repair center
|
|
9,309
|
|
|
Leased
|
Hsinchu, Taiwan
|
Sales office, field service, and repair center
|
|
1,267
|
|
|
Leased
|
Yokohama City, Japan
|
Field service, and repair center
|
|
8,777
|
|
|
Leased
|
Tokyo, Japan
|
Sales office, marketing, product design, research and development (*)
|
|
7,816
|
|
|
Leased
|
Hiroshima, Japan
|
Repair center
|
|
1,615
|
|
|
Leased
|
Gyeonggi-do, South Korea
|
Sales office, product design, field service, and repair center
|
|
7,979
|
|
|
Leased
|
Gyeonggi-Do, South Korea
|
Sales office, field service, and repair center
|
|
1,000
|
|
|
Leased
|
Dresden, Germany
|
Sales office
|
|
2,282
|
|
|
Leased
|
Singapore
|
Sales office, field service, and repair center
|
|
1,338
|
|
|
Leased
|
Shanghai, China
|
Sales office
|
|
418
|
|
|
Leased
|
Southbury, Connecticut, United States
|
Sales office
|
|
143
|
|
|
Leased
|
Fiscal 2012
|
High
|
|
Low
|
||||
First Quarter
|
$
|
5.75
|
|
|
$
|
4.85
|
|
Second Quarter
|
6.63
|
|
|
5.16
|
|
||
Third Quarter
|
6.88
|
|
|
5.05
|
|
||
Fourth Quarter
|
5.65
|
|
|
3.78
|
|
Fiscal 2011
|
High
|
|
Low
|
||||
First Quarter
|
$
|
10.77
|
|
|
$
|
8.55
|
|
Second Quarter
|
10.70
|
|
|
8.56
|
|
||
Third Quarter
|
9.63
|
|
|
6.41
|
|
||
Fourth Quarter
|
6.74
|
|
|
4.69
|
|
|
Cumulative Total Return
|
||||||||||||||||||||||
|
December 31,
2007
|
|
December 31,
2008
|
|
December 31,
2009
|
|
December 31,
2010
|
|
December 31,
2011
|
|
December 31,
2012
|
||||||||||||
FormFactor, Inc.
|
$
|
100.00
|
|
|
$
|
44.11
|
|
|
$
|
65.77
|
|
|
$
|
26.83
|
|
|
$
|
15.29
|
|
|
$
|
13.78
|
|
S&P 500
|
100.00
|
|
|
63.00
|
|
|
79.67
|
|
|
91.67
|
|
|
93.61
|
|
|
108.59
|
|
||||||
RDG Semiconductor Composite
|
100.00
|
|
|
50.95
|
|
|
85.67
|
|
|
99.01
|
|
|
92.48
|
|
|
91.00
|
|
*
|
$100 invested on December 31, 2007, including reinvestment of dividends.
|
|
Fiscal
2012 (1) (2)(5)(7)
|
|
Fiscal
2011 (1)(2)(5)(6)
|
|
Fiscal
2010 (1)(2)(3)(4)(6)
|
|
Fiscal
2009 (1)(2)(5)(6)
|
|
Fiscal
2008
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
178,535
|
|
|
$
|
169,325
|
|
|
$
|
188,565
|
|
|
$
|
135,335
|
|
|
$
|
210,189
|
|
Gross profit(loss)
|
25,331
|
|
|
20,958
|
|
|
(2,272
|
)
|
|
819
|
|
|
36,263
|
|
|||||
Net loss
|
(35,546
|
)
|
|
(65,981
|
)
|
|
(188,286
|
)
|
|
(155,653
|
)
|
|
(80,621
|
)
|
|||||
Basic loss per share
|
$
|
(0.70
|
)
|
|
$
|
(1.31
|
)
|
|
$
|
(3.75
|
)
|
|
$
|
(3.15
|
)
|
|
$
|
(1.65
|
)
|
Diluted loss per share
|
$
|
(0.70
|
)
|
|
$
|
(1.31
|
)
|
|
$
|
(3.75
|
)
|
|
$
|
(3.15
|
)
|
|
$
|
(1.65
|
)
|
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities
|
$
|
165,788
|
|
|
$
|
296,691
|
|
|
$
|
347,235
|
|
|
$
|
449,235
|
|
|
$
|
522,894
|
|
Working capital
|
194,125
|
|
|
308,380
|
|
|
370,767
|
|
|
482,607
|
|
|
576,754
|
|
|||||
Total assets
|
395,682
|
|
|
383,071
|
|
|
466,054
|
|
|
655,968
|
|
|
785,710
|
|
|||||
Capital leases, net of current portion
|
340
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total stockholders' equity
|
339,258
|
|
|
346,652
|
|
|
411,201
|
|
|
577,781
|
|
|
706,064
|
|
|||||
Number of employees
|
1,021
|
|
|
709
|
|
|
729
|
|
|
808
|
|
|
940
|
|
(1)
|
Fiscal
2012
,
2011
,
2010
and
2009
net losses include restructuring charges, net of
$2.9 million
,
$0.5 million
,
$15.9 million
and
$8.8 million
, respectively, relating to our global restructuring and reorganization actions. See Note 5—Restructuring Charges of the Notes to the Consolidated Financial Statements.
|
(2)
|
Fiscal
2012
,
2011
,
2010
and
2009
net losses include impairment charges of
$0.4 million
,
$0.5 million
,
$56.4 million
and
$1.3 million
, respectively. See Note 7—Impairment of Long-lived Assets of the Notes to the Consolidated Financial Statements.
|
(3)
|
Fiscal 2010 gross loss includes an out-of-period adjustment related to cost of revenues that resulted in
$2.9 million
of additional expense offset by an income tax benefit of
$0.5 million
. See Note 1—Formation and Business of the Company of the Notes to the Consolidated Financial Statements.
|
(4)
|
Fiscal 2010 net loss includes a
$3.5 million
gain resulting from the release of the liability previously recorded as a secured borrowing due to the dismissal of our complaint against a customer.
|
(5)
|
Fiscal 2012 includes a
$25.5 million
tax benefit from the release of deferred tax asset valuation allowances due to deferred tax liabilities established on the acquired identifiable intangible assets from our acquisition of MicroProbe. Additionally, fiscal 2011 includes a
$2.5 million
tax benefit from the release of the deferred tax asset valuation allowance for a non-U.S. jurisdiction. We recorded a deferred tax asset valuation allowance of $57.7 million in fiscal 2009 against the U.S. excess tax benefits, including prior years, based on our assessment of the realizability of our U.S. deferred tax assets. This charge resulted in an income tax provision, rather than an income tax benefit, for fiscal 2009.
|
(6)
|
Fiscal 2011 and 2010 include a
$0.3 million
and $1.1 million net benefit, respectively, from collections on amounts previously reserved as bad debts. Fiscal 2009 and 2008's selling, general and administrative expenses include a provision for bad debts of $5.0 million and $4.1 million.
|
(7)
|
Fiscal 2012 includes the following as a result of the MicroProbe acquisition: $19.8 million in revenue, $5.4 million in the amortization of intangibles expense, $2.6 million release of pre-existing backlog, $0.2 million charge for step-up depreciation on the fair value of fixed assets, resulting in a $6.4 million net loss. As part of the acquisition a patent lawsuit was settled with a benefit of
$3.3 million
.
|
|
Fiscal
|
|
% of
|
|
Fiscal
|
|
% of
|
|
Change
|
|||||||||||
|
2012
|
|
Revenues
|
|
2011
|
|
Revenues
|
|
$
|
|
%
|
|||||||||
|
(In thousands)
|
|||||||||||||||||||
Revenues by Market:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
DRAM
|
$
|
102,499
|
|
|
57.4
|
%
|
|
$
|
115,678
|
|
|
68.3
|
%
|
|
$
|
(13,179
|
)
|
|
(11.4
|
)%
|
SoC
|
46,586
|
|
|
26.1
|
|
|
29,050
|
|
|
17.2
|
|
|
17,536
|
|
|
60.4
|
|
|||
Flash
|
29,450
|
|
|
16.5
|
|
|
24,597
|
|
|
14.5
|
|
|
4,853
|
|
|
19.7
|
|
|||
Total revenues
|
$
|
178,535
|
|
|
100.0
|
%
|
|
$
|
169,325
|
|
|
100.0
|
%
|
|
$
|
9,210
|
|
|
5.4
|
%
|
|
Fiscal
2012
|
|
% of
Revenues
|
|
Fiscal
2011
|
|
% of
Revenues
|
||||||
|
(In thousands)
|
||||||||||||
South Korea
|
$
|
58,515
|
|
|
32.8
|
%
|
|
$
|
39,219
|
|
|
23.1
|
%
|
Taiwan
|
36,963
|
|
|
20.7
|
|
|
53,844
|
|
|
31.8
|
|
||
North America
|
27,508
|
|
|
15.4
|
|
|
25,880
|
|
|
15.3
|
|
||
Japan
|
21,314
|
|
|
11.9
|
|
|
29,467
|
|
|
17.4
|
|
||
Asia-Pacific(1)
|
22,573
|
|
|
12.7
|
|
|
13,860
|
|
|
8.2
|
|
||
Europe
|
11,662
|
|
|
6.5
|
|
|
7,055
|
|
|
4.2
|
|
||
Total revenues
|
$
|
178,535
|
|
|
100.0
|
%
|
|
$
|
169,325
|
|
|
100.0
|
%
|
(1)
|
Asia-Pacific includes all countries in the region except Taiwan, South Korea, and Japan, which are disclosed separately.
|
|
Fiscal
2012
|
|
Fiscal
2011
|
||||
|
(In thousands)
|
||||||
Gross profit
|
$
|
25,331
|
|
|
$
|
20,958
|
|
Gross margin
|
14.2
|
%
|
|
12.4
|
%
|
|
Fiscal
2012
|
|
Fiscal
2011
|
||||
|
(In thousands)
|
||||||
Research and development
|
$
|
40,130
|
|
|
$
|
43,544
|
|
% of revenues
|
22.5
|
%
|
|
25.7
|
%
|
|
Fiscal
2012
|
|
Fiscal
2011
|
||||
|
(In thousands)
|
||||||
Selling, general and administrative
|
$
|
49,231
|
|
|
$
|
46,705
|
|
% of revenues
|
27.6
|
%
|
|
27.6
|
%
|
|
Fiscal
2012
|
|
Fiscal
2011
|
||||
|
(In thousands)
|
||||||
Restructuring charges
|
$
|
2,917
|
|
|
$
|
522
|
|
% of revenues
|
1.6
|
%
|
|
0.3
|
%
|
|
Fiscal
2012
|
|
Fiscal
2011
|
||||
|
(In thousands)
|
||||||
Impairment of long-lived assets
|
$
|
421
|
|
|
$
|
549
|
|
% of revenues
|
0.2
|
%
|
|
0.3
|
%
|
|
Fiscal
2012
|
|
Fiscal
2011
|
||||
|
(In thousands)
|
||||||
Gain on settlement of litigation
|
$
|
(3,250
|
)
|
|
$
|
—
|
|
% of revenues
|
(1.8
|
)%
|
|
—
|
|
|
Fiscal
2012
|
|
Fiscal
2011
|
||||
|
(In thousands)
|
||||||
Interest income
|
$
|
691
|
|
|
$
|
1,404
|
|
% of revenues
|
0.4
|
%
|
|
0.8
|
%
|
||
|
|
|
|
||||
Other income, net
|
$
|
1,461
|
|
|
$
|
1,076
|
|
% of revenues
|
0.8
|
%
|
|
0.6
|
%
|
|
Fiscal
2012
|
|
Fiscal
2011
|
||||
|
(In thousands)
|
||||||
Benefit from income taxes
|
$
|
(26,420
|
)
|
|
$
|
(1,901
|
)
|
Effective tax rate
|
42.6
|
%
|
|
(2.8
|
)%
|
|
Fiscal
|
|
% of
|
|
Fiscal
|
|
% of
|
|
Change
|
|||||||||||
|
2011
|
|
Revenues
|
|
2010
|
|
Revenues
|
|
$
|
|
%
|
|||||||||
|
(In thousands)
|
|||||||||||||||||||
Revenues by Market:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
DRAM
|
$
|
115,678
|
|
|
68.3
|
%
|
|
$
|
131,207
|
|
|
69.6
|
%
|
|
$
|
(15,529
|
)
|
|
(11.8
|
)%
|
SoC
|
29,050
|
|
|
17.2
|
|
|
27,290
|
|
|
14.5
|
|
|
1,760
|
|
|
6.4
|
|
|||
Flash
|
24,597
|
|
|
14.5
|
|
|
30,068
|
|
|
15.9
|
|
|
(5,471
|
)
|
|
(18.2
|
)
|
|||
Total revenues
|
$
|
169,325
|
|
|
100.0
|
%
|
|
$
|
188,565
|
|
|
100
|
%
|
|
$
|
(19,240
|
)
|
|
(10.2
|
)%
|
|
Fiscal
2011
|
|
% of
Revenues
|
|
Fiscal
2010
|
|
% of
Revenues
|
||||||
|
(In thousands)
|
||||||||||||
Taiwan
|
$
|
53,844
|
|
|
31.8
|
%
|
|
$
|
72,615
|
|
|
38.5
|
%
|
South Korea
|
39,219
|
|
|
23.1
|
|
|
25,984
|
|
|
13.8
|
|
||
Japan
|
29,467
|
|
|
17.4
|
|
|
28,479
|
|
|
15.1
|
|
||
North America
|
25,880
|
|
|
15.3
|
|
|
38,334
|
|
|
20.3
|
|
||
Asia-Pacific(1)
|
13,860
|
|
|
8.2
|
|
|
15,109
|
|
|
8.0
|
|
||
Europe
|
7,055
|
|
|
4.2
|
|
|
8,044
|
|
|
4.3
|
|
||
Total revenues
|
$
|
169,325
|
|
|
100.0
|
%
|
|
$
|
188,565
|
|
|
100.0
|
%
|
(1)
|
Asia-Pacific includes all countries in the region except Taiwan, Japan and South Korea, which are disclosed separately.
|
|
Fiscal
2011
|
|
Fiscal
2010
|
||||
|
(In thousands)
|
||||||
Gross profit (loss)
|
$
|
20,958
|
|
|
$
|
(2,272
|
)
|
Gross margin
|
12.4
|
%
|
|
(1.2
|
)%
|
|
Fiscal
2011
|
|
Fiscal
2010
|
||||
|
(In thousands)
|
||||||
Research and development
|
$
|
43,544
|
|
|
$
|
55,389
|
|
% of revenues
|
25.7
|
%
|
|
29.4
|
%
|
|
Fiscal
2011
|
|
Fiscal
2010
|
||||
|
(In thousands)
|
||||||
Selling, general and administrative
|
$
|
46,705
|
|
|
$
|
67,208
|
|
% of revenues
|
27.6
|
%
|
|
35.7
|
%
|
|
Fiscal
2011
|
|
Fiscal
2010
|
||||
|
(In thousands)
|
||||||
Restructuring charges
|
$
|
522
|
|
|
$
|
15,908
|
|
% of revenues
|
0.3
|
%
|
|
8.4
|
%
|
|
Fiscal
2011
|
|
Fiscal
2010
|
||||
|
(In thousands)
|
||||||
Impairment of long-lived assets
|
$
|
549
|
|
|
$
|
56,401
|
|
% of revenues
|
0.3
|
%
|
|
29.9
|
%
|
•
|
$2.7 million impairment related to certain construction-in-progress projects for the development and build of manufacturing equipment, including additional related equipment that was in-service, that was identified as excess capacity;
|
•
|
$1.1 million impairment of certain purchased intangible assets related to precision motion control automation that were acquired in conjunction with our acquisition of certain assets from Electroglas, Inc. in 2009 out of bankruptcy proceedings;
|
•
|
$0.5 million related to certain leasehold improvements and furniture and fixtures that was abandoned or held for sale as a result of the consolidation of office space in Livermore; and
|
•
|
$0.1 million write down of a building held for sale to its estimated fair value.
|
|
Fiscal
2011
|
|
Fiscal
2010
|
||||
|
(In thousands)
|
||||||
Interest income
|
$
|
1,404
|
|
|
$
|
2,546
|
|
% of revenues
|
0.8
|
%
|
|
1.4
|
%
|
||
|
|
|
|
||||
Other income, net
|
$
|
1,076
|
|
|
$
|
4,426
|
|
% of revenues
|
0.6
|
%
|
|
2.3
|
%
|
|
Fiscal
2011
|
|
Fiscal
2010
|
||||
|
(In thousands)
|
||||||
Benefit from income taxes
|
$
|
(1,901
|
)
|
|
$
|
(1,920
|
)
|
Effective tax rate
|
(2.8
|
)%
|
|
(1.0
|
)%
|
|
Fiscal
2012
|
|
Fiscal
2011
|
|
Fiscal
2010
|
||||||
|
(In thousands)
|
||||||||||
Net cash used in operating activities
|
$
|
(26,228
|
)
|
|
$
|
(29,343
|
)
|
|
$
|
(73,096
|
)
|
Net cash provided by (used in) investing activities
|
(40,701
|
)
|
|
60,712
|
|
|
69,841
|
|
|||
Net cash provided by (used in) financing activities
|
2,139
|
|
|
(12,902
|
)
|
|
3,098
|
|
|
Payments Due In Fiscal Years
|
||||||||||||||||||
|
2013
|
|
2014-2015
|
|
2016-2017
|
|
After 2017
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating leases
|
$
|
3,658
|
|
|
$
|
5,700
|
|
|
$
|
5,016
|
|
|
$
|
10,034
|
|
|
$
|
24,408
|
|
Other purchase obligations
|
12,402
|
|
|
4,950
|
|
|
50
|
|
|
—
|
|
|
17,402
|
|
|||||
Capital leases
|
593
|
|
|
321
|
|
|
29
|
|
|
—
|
|
|
943
|
|
|||||
Total
|
$
|
16,653
|
|
|
$
|
10,971
|
|
|
$
|
5,095
|
|
|
$
|
10,034
|
|
|
$
|
42,753
|
|
(a)
|
The following documents are filed as part of this Annual Report on Form 10-K:
|
(b)
|
Financial Statement Schedules:
|
(c)
|
Exhibits:
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No
|
|
Date of
First Filing
|
|
Exhibit
Number
|
|
Filed
Herewith
|
|||||
2.01***
|
|
|
Agreement and Plan of Merger dated as of August 31, 2012 among Astria Semiconductor Holdings, Inc., FormFactor, Inc., ELM Acquisition, Inc. and Fortis Advisors LLC, as Equityholder Representative
|
|
10-Q/A
|
|
|
000-50307
|
|
|
1/23/2013
|
|
|
33.01
|
|
|
|
3.01
|
|
|
Amended and Restated Certificate of Incorporation of the Registrant as filed with the Delaware Secretary of State on June 17, 2003
|
|
S-1
|
|
|
333-109815
|
|
|
10/20/2003
|
|
|
3.01
|
|
|
|
3.02
|
|
|
Amended and Restated Bylaws of the Registrant
|
|
8-K
|
|
|
000-50307
|
|
|
5/25/2005
|
|
|
3.02
|
|
|
|
4.01
|
|
|
Specimen Common Stock Certificate
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/28/2002
|
|
|
4.01
|
|
|
|
10.01+
|
|
|
Form of Indemnity Agreement
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/28/2002
|
|
|
10.01
|
|
|
|
10.02+
|
|
|
Form of Change of Control Severance Agreement
|
|
10-K
|
|
|
000-50307
|
|
|
3/14/2005
|
|
|
10.48
|
|
|
|
10.03+
|
|
|
1996 Stock Option Plan, and form of option grant
|
|
S-1
|
|
|
333-86738
|
|
|
4/22/2002
|
|
|
10.03
|
|
|
|
10.04+
|
|
|
Incentive Option Plan, and form of option grant
|
|
S-1
|
|
|
333-86738
|
|
|
4/22/2002
|
|
|
10.04
|
|
|
|
10.05+
|
|
|
Management Incentive Option Plan, and form of option grant
|
|
S-1
|
|
|
333-86738
|
|
|
4/22/2002
|
|
|
10.05
|
|
|
|
10.06+
|
|
|
2002 Equity Incentive Plan, as amended, and forms of plan agreements
|
|
10-Q
|
|
|
000-50307
|
|
|
5/4/2011
|
|
|
10.06
|
|
|
|
10.07+
|
|
|
2002 Employee Stock Purchase Plan, as amended
|
|
10-Q
|
|
|
000-50307
|
|
|
8/7/2007
|
|
|
10.01
|
|
|
|
10.08+
|
|
|
Key Employee Bonus Plan, as amended
|
|
10-Q
|
|
|
000-50307
|
|
|
5/7/2007
|
|
|
10.01
|
|
|
|
10.09+
|
|
|
Equity Incentive Plan, as amended and restated effective April 18, 2012, and forms of plan agreements
|
|
|
|
|
|
|
|
|
|
X
|
||||
10.10+
|
|
|
Employee Stock Purchase Plan, as amended and restated April 18, 2012
|
|
|
|
|
|
|
|
|
|
X
|
||||
10.11
|
|
|
Pacific Corporate Center Lease by and between Greenville Holding Company LLC (successor to Greenville Investors, L.P.) ("Greenville") and the Registrant dated May 3, 2001
|
|
S-1/A
|
|
|
333-86738
|
|
|
6/10/2003
|
|
|
10.18
|
|
|
|
10.12
|
|
|
First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/7/2003
|
|
|
10.18.1
|
|
|
|
10.13
|
|
|
Pacific Corporate Center Lease by and between Greenville and the Registrant dated May 3, 2001
|
|
S-1/A
|
|
|
333-86738
|
|
|
6/10/2003
|
|
|
10.19
|
|
|
|
10.14
|
|
|
First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/7/2003
|
|
|
10.19.1
|
|
|
|
10.15
|
|
|
Pacific Corporate Center Lease by and between Greenville and the Registrant dated May 3, 2001
|
|
S-1/A
|
|
|
333-86738
|
|
|
6/10/2003
|
|
|
10.2
|
|
|
|
10.16+
|
|
|
First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/7/2003
|
|
|
10/20/2001
|
|
|
|
10.17+
|
|
|
Pacific Corporate Center Lease by and between Greenville and the Registrant dated September 7, 2004, as amended by First Amendment to Building 6 Lease dated August 16, 2006
|
|
10-Q
|
|
|
000-50307
|
|
|
11/7/2006
|
|
|
10,010
|
|
|
|
10.18+
|
|
|
Employment Letter Agreement, dated September 2, 2010, between Thomas St. Dennis and FormFactor, Inc.
|
|
8-K
|
|
|
000-50307
|
|
|
9/17/2010
|
|
|
99.01+
|
|
|
|
10.19+
|
|
|
Employment Offer Letter, dated August 29, 2012 to Mike Slessor
|
|
|
|
|
|
|
|
|
|
X
|
||||
21.01
|
|
|
List of Registrant's subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
23.01
|
|
|
Consent of Independent Registered Public Accounting Firm
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
24.01
|
|
|
Power of Attorney (included on the signature page of this Form 10-K)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
31.01
|
|
|
Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
31.02
|
|
|
Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
32.01*
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.INS**
|
|
|
XBRL Instance Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.SCH**
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.CAL**
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.DEF**
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.LAB**
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.PRE**
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
*
|
This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
**
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
|
***
|
Confidential treatment has been requested for portions of this document. The schedules, exhibits, and annexes to this exhibit have been omitted in reliance on Item 601(b)(2) of Regulation S-K and will be furnished supplementally to the SEC upon request.
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
|
FORMFACTOR, INC.
|
|
||
|
By:
|
|
/s/ MICHAEL M. LUDWIG
|
|
|
|
|
Michael M. Ludwig
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
|
|
|
Signature
|
Title
|
Date
|
|
|
|
|
|
|
|
Principal Executive Officer:
|
|
|
|
|
/s/ THOMAS ST. DENNIS
|
Chief Executive Officer and Director
|
|
March 13, 2013
|
|
Thomas St. Dennis
|
|||
|
Principal Financial Officer and Principal
Accounting Officer:
|
|
|
|
|
/s/ MICHAEL M. LUDWIG
|
Chief Financial Officer
|
|
March 13, 2013
|
|
Michael M. Ludwig
|
|
Signature
|
Title
|
|
Date
|
|
|
|
|
|
|
Additional Directors:
|
|
|
|
|
|
|
|
|
|
/s/ G. CARL EVERETT, JR.
|
Director
|
|
March 13, 2013
|
|
G. Carl Everett, Jr.
|
|
||
|
|
|
|
|
|
/s/ LOTHAR MAIER
|
Director
|
|
March 13, 2013
|
|
Lothar Maier
|
|
||
|
|
|
|
|
|
/s/ EDWARD ROGAS, JR
|
Director
|
|
March 13, 2013
|
|
Edward Rogas, Jr
|
|
||
|
|
|
|
|
|
/s/ MICHAEL W. ZELLNER
|
Director
|
|
March 13, 2013
|
|
Michael W. Zellner
|
|
||
|
|
|
|
|
|
/s/ RICHARD DELATEUR
|
Director
|
|
March 13, 2013
|
|
Richard DeLateur
|
|
|
December 29, 2012
|
|
December 31, 2011
|
||||
|
(In thousands, except share
and per share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
72,243
|
|
|
$
|
139,049
|
|
Marketable securities
|
93,545
|
|
|
157,642
|
|
||
Accounts receivable, net
|
28,919
|
|
|
12,662
|
|
||
Inventories
|
23,616
|
|
|
18,092
|
|
||
Deferred tax assets
|
4,613
|
|
|
1,162
|
|
||
Refundable income taxes
|
5,667
|
|
|
910
|
|
||
Prepaid expenses and other current assets
|
10,569
|
|
|
7,458
|
|
||
Total current assets
|
239,172
|
|
|
336,975
|
|
||
Restricted cash
|
318
|
|
|
317
|
|
||
Property, plant and equipment, net
|
45,515
|
|
|
35,132
|
|
||
Goodwill
|
30,994
|
|
|
—
|
|
||
Intangibles, net
|
74,276
|
|
|
3,242
|
|
||
Deferred tax assets
|
4,207
|
|
|
5,954
|
|
||
Other assets
|
1,200
|
|
|
1,451
|
|
||
Total assets
|
$
|
395,682
|
|
|
$
|
383,071
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
21,015
|
|
|
$
|
9,731
|
|
Accrued liabilities
|
17,270
|
|
|
13,966
|
|
||
Capital leases, current portion
|
573
|
|
|
—
|
|
||
Income taxes payable
|
—
|
|
|
100
|
|
||
Deferred revenue
|
6,189
|
|
|
4,798
|
|
||
Total current liabilities
|
45,047
|
|
|
28,595
|
|
||
Long-term income taxes payable
|
3,028
|
|
|
4,112
|
|
||
Capital leases, net of current portion
|
340
|
|
|
—
|
|
||
Deferred rent and other liabilities
|
8,009
|
|
|
3,712
|
|
||
Total liabilities
|
56,424
|
|
|
36,419
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.001 par value:
|
|
|
|
||||
10,000,000 shares authorized; no shares issued and outstanding at December 29, 2012 and December 31, 2011, respectively
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value:
|
|
|
|
||||
250,000,000 shares authorized; 53,286,703 and 49,268,479 shares issued and outstanding at December 29, 2012 and December 31, 2011, respectively
|
54
|
|
|
50
|
|
||
Additional paid-in capital
|
681,157
|
|
|
652,024
|
|
||
Accumulated other comprehensive income
|
1,715
|
|
|
2,700
|
|
||
Accumulated deficit
|
(343,668
|
)
|
|
(308,122
|
)
|
||
Total stockholders' equity
|
339,258
|
|
|
346,652
|
|
||
Total liabilities and stockholders' equity
|
$
|
395,682
|
|
|
$
|
383,071
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
December 25, 2010
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenues
|
$
|
178,535
|
|
|
$
|
169,325
|
|
|
$
|
188,565
|
|
Cost of revenues
|
153,204
|
|
|
148,367
|
|
|
190,837
|
|
|||
Gross profit (loss)
|
25,331
|
|
|
20,958
|
|
|
(2,272
|
)
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
40,130
|
|
|
43,544
|
|
|
55,389
|
|
|||
Selling, general and administrative
|
49,231
|
|
|
46,705
|
|
|
67,208
|
|
|||
Restructuring charges, net
|
2,917
|
|
|
522
|
|
|
15,908
|
|
|||
Impairment of long-lived assets
|
421
|
|
|
549
|
|
|
56,401
|
|
|||
Gain on settlement of litigation
|
(3,250
|
)
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
89,449
|
|
|
91,320
|
|
|
194,906
|
|
|||
Operating loss
|
(64,118
|
)
|
|
(70,362
|
)
|
|
(197,178
|
)
|
|||
Interest income
|
691
|
|
|
1,404
|
|
|
2,546
|
|
|||
Other income, net
|
1,461
|
|
|
1,076
|
|
|
4,426
|
|
|||
Loss before income taxes
|
(61,966
|
)
|
|
(67,882
|
)
|
|
(190,206
|
)
|
|||
Benefit from income taxes
|
(26,420
|
)
|
|
(1,901
|
)
|
|
(1,920
|
)
|
|||
Net loss
|
$
|
(35,546
|
)
|
|
$
|
(65,981
|
)
|
|
$
|
(188,286
|
)
|
Net loss per share:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(0.70
|
)
|
|
$
|
(1.31
|
)
|
|
$
|
(3.75
|
)
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
|
||||||
Basic and diluted
|
50,551
|
|
|
50,521
|
|
|
50,246
|
|
|
Fiscal Year Ended
|
||||||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
December 25, 2010
|
||||||
|
(In thousands)
|
||||||||||
Net loss
|
$
|
(35,546
|
)
|
|
$
|
(65,981
|
)
|
|
$
|
(188,286
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(838
|
)
|
|
660
|
|
|
1,009
|
|
|||
Unrealized gains (losses) on available-for-sale marketable securities
|
(147
|
)
|
|
13
|
|
|
(235
|
)
|
|||
Comprehensive loss
|
$
|
(36,531
|
)
|
|
(65,308
|
)
|
|
(187,512
|
)
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income
|
|
Accumulated
Deficit
|
|
Total
|
|||||||||||||
|
|
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
(In thousands, except shares)
|
|||||||||||||||||||||
Balances, December 26, 2009
|
49,762,008
|
|
|
$
|
50
|
|
|
$
|
630,333
|
|
|
$
|
1,253
|
|
|
$
|
(53,855
|
)
|
|
$
|
577,781
|
|
Issuance of common stock pursuant to exercise of options for cash
|
115,597
|
|
|
—
|
|
|
698
|
|
|
—
|
|
|
—
|
|
|
698
|
|
|||||
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld
|
414,441
|
|
|
—
|
|
|
(762
|
)
|
|
—
|
|
|
—
|
|
|
(762
|
)
|
|||||
Issuance of common stock under the Employee Stock Purchase Plan
|
365,871
|
|
|
2
|
|
|
3,786
|
|
|
—
|
|
|
—
|
|
|
3,788
|
|
|||||
Purchase and retirement of common stock
|
(70,000
|
)
|
|
—
|
|
|
(626
|
)
|
|
—
|
|
|
—
|
|
|
(626
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
17,834
|
|
|
—
|
|
|
—
|
|
|
17,834
|
|
|||||
Components of other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Change in unrealized gain (loss) on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(235
|
)
|
|
—
|
|
|
(235
|
)
|
|||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
1,009
|
|
|
—
|
|
|
1,009
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188,286
|
)
|
|
(188,286
|
)
|
|||||
Balances, December 25, 2010
|
50,587,917
|
|
|
52
|
|
|
651,263
|
|
|
2,027
|
|
|
(242,141
|
)
|
|
411,201
|
|
|||||
Issuance of common stock pursuant to exercise of options for cash
|
141,280
|
|
|
—
|
|
|
914
|
|
|
—
|
|
|
—
|
|
|
914
|
|
|||||
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld
|
485,204
|
|
|
—
|
|
|
(219
|
)
|
|
—
|
|
|
—
|
|
|
(219
|
)
|
|||||
Issuance of common stock under the Employee Stock Purchase Plan
|
386,818
|
|
|
—
|
|
|
2,813
|
|
|
—
|
|
|
—
|
|
|
2,813
|
|
|||||
Purchase and retirement of common stock
|
(2,332,740
|
)
|
|
(2
|
)
|
|
(16,409
|
)
|
|
—
|
|
|
—
|
|
|
(16,411
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
13,662
|
|
|
—
|
|
|
—
|
|
|
13,662
|
|
|||||
Components of other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Change in unrealized gain (loss) on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
660
|
|
|
—
|
|
|
660
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,981
|
)
|
|
(65,981
|
)
|
|||||
Balances, December 31, 2011
|
49,268,479
|
|
|
50
|
|
|
652,024
|
|
|
2,700
|
|
|
(308,122
|
)
|
|
346,652
|
|
|||||
Issuance of common stock pursuant to exercise of options for cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock pursuant to acquisition of business
|
3,020,944
|
|
|
3
|
|
|
13,802
|
|
|
—
|
|
|
—
|
|
|
13,805
|
|
|||||
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld
|
464,203
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|||||
Issuance of common stock under the Employee Stock Purchase Plan
|
533,077
|
|
|
1
|
|
|
2,357
|
|
|
—
|
|
|
—
|
|
|
2,358
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
13,080
|
|
|
—
|
|
|
—
|
|
|
13,080
|
|
|||||
Components of other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Change in unrealized gain (loss) on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(147
|
)
|
|
—
|
|
|
(147
|
)
|
|||||
Currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(838
|
)
|
|
—
|
|
|
(838
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,546
|
)
|
|
(35,546
|
)
|
|||||
Balances, December 29, 2012
|
53,286,703
|
|
|
$
|
54
|
|
|
$
|
681,157
|
|
|
$
|
1,715
|
|
|
$
|
(343,668
|
)
|
|
$
|
339,258
|
|
FORMFACTOR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
|
Fiscal Year Ended
|
||||||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
December 25, 2010
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(35,546
|
)
|
|
$
|
(65,981
|
)
|
|
$
|
(188,286
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
16,901
|
|
|
10,838
|
|
|
28,155
|
|
|||
Amortization of investments
|
91
|
|
|
469
|
|
|
469
|
|
|||
Stock-based compensation expense
|
13,049
|
|
|
13,849
|
|
|
17,613
|
|
|||
Deferred income tax benefit
|
(24,460
|
)
|
|
(1,988
|
)
|
|
(2,105
|
)
|
|||
Provision for (recovery of) doubtful accounts receivable
|
52
|
|
|
(276
|
)
|
|
(1,071
|
)
|
|||
Write-down for excess and obsolete inventories
|
7,232
|
|
|
7,897
|
|
|
11,389
|
|
|||
Loss on disposal and write-off of long-lived assets
|
41
|
|
|
5
|
|
|
431
|
|
|||
Non-cash restructuring
|
462
|
|
|
(1,582
|
)
|
|
8,974
|
|
|||
Impairment of long-lived assets
|
421
|
|
|
549
|
|
|
56,401
|
|
|||
Gain on settlement of litigation
|
(3,250
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on release of secured borrowing
|
—
|
|
|
—
|
|
|
(3,481
|
)
|
|||
Foreign currency transaction (gains) losses
|
1,267
|
|
|
328
|
|
|
(291
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
5,158
|
|
|
16,803
|
|
|
3,225
|
|
|||
Inventories
|
(926
|
)
|
|
(1,152
|
)
|
|
(16,887
|
)
|
|||
Prepaid expenses and other current assets
|
821
|
|
|
5,621
|
|
|
3,700
|
|
|||
Refundable income taxes
|
(27
|
)
|
|
(862
|
)
|
|
25,843
|
|
|||
Other assets
|
426
|
|
|
1,907
|
|
|
66
|
|
|||
Accounts payable
|
(5,903
|
)
|
|
(5,065
|
)
|
|
(13,006
|
)
|
|||
Accrued liabilities
|
(1,123
|
)
|
|
(9,643
|
)
|
|
4,634
|
|
|||
Income taxes payable
|
(2,145
|
)
|
|
(1,263
|
)
|
|
(732
|
)
|
|||
Deferred revenues
|
1,064
|
|
|
160
|
|
|
(6,217
|
)
|
|||
Deferred rent and other liabilities
|
167
|
|
|
43
|
|
|
(1,920
|
)
|
|||
Net cash used in operating activities
|
(26,228
|
)
|
|
(29,343
|
)
|
|
(73,096
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition of property, plant and equipment
|
(7,952
|
)
|
|
(7,700
|
)
|
|
(30,914
|
)
|
|||
Acquisition of MicroProbe, net of cash acquired
|
(96,652
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sales of property, plant and equipment
|
—
|
|
|
33
|
|
|
293
|
|
|||
Purchases of marketable securities
|
(82,437
|
)
|
|
(246,665
|
)
|
|
(341,292
|
)
|
|||
Proceeds from maturities of marketable securities
|
135,340
|
|
|
308,681
|
|
|
432,549
|
|
|||
Proceeds from sales of marketable securities
|
11,000
|
|
|
6,000
|
|
|
9,205
|
|
|||
Change in restricted cash
|
—
|
|
|
363
|
|
|
—
|
|
|||
Net cash (used in) provided by investing activities
|
(40,701
|
)
|
|
60,712
|
|
|
69,841
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuances of common stock
|
2,251
|
|
|
3,509
|
|
|
3,724
|
|
|||
Purchase and retirement of common stock
|
—
|
|
|
(16,411
|
)
|
|
(626
|
)
|
|||
Payments made on capital leases
|
(112
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
2,139
|
|
|
(12,902
|
)
|
|
3,098
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(2,016
|
)
|
|
(625
|
)
|
|
(679
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(66,806
|
)
|
|
17,842
|
|
|
(836
|
)
|
|||
Cash and cash equivalents, beginning of year
|
139,049
|
|
|
121,207
|
|
|
122,043
|
|
|||
Cash and cash equivalents, end of year
|
$
|
72,243
|
|
|
$
|
139,049
|
|
|
$
|
121,207
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Fair value of stock issued in connection with the acquisition of MicroProbe
|
$
|
13,805
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Changes in accounts payable and accrued liabilities related to property, plant and equipment purchases
|
$
|
2,215
|
|
|
$
|
(66
|
)
|
|
$
|
1,997
|
|
Working capital adjustment
|
$
|
2,782
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Income taxes paid (refunded), net
|
$
|
(40
|
)
|
|
$
|
1,410
|
|
|
$
|
(24,882
|
)
|
•
|
Level 1 valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets.
|
•
|
Level 2 inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices near the reporting date in markets that are less active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3 valuations are based on unobservable inputs to the valuation methodology and include our own data about assumptions market participants would use in pricing the asset or liability based on the best information available under the circumstances.
|
|
Fiscal Years Ended
|
||||||
|
December 29, 2012
|
|
December 31, 2011
|
||||
Warranty accrual beginning balance
|
$
|
330
|
|
|
$
|
433
|
|
Accrual of warranties during the year
|
1,744
|
|
|
666
|
|
||
Settlements made during the year
|
(1,340
|
)
|
|
(769
|
)
|
||
Warranty accrual ending balance
|
$
|
734
|
|
|
$
|
330
|
|
|
Balance at Beginning of Year
|
|
Additions
|
|
Reductions
|
|
Balance at End of Year
|
||||||||
Allowance for doubtful accounts receivable
|
|
|
|
|
|
|
|
||||||||
Fiscal year ended December 25, 2010
|
$
|
9,260
|
|
|
$
|
315
|
|
|
$
|
(8,728
|
)
|
|
$
|
847
|
|
Fiscal year ended December 31, 2011
|
847
|
|
|
29
|
|
|
(638
|
)
|
|
238
|
|
||||
Fiscal year ended December 29, 2012
|
238
|
|
|
202
|
|
|
(151
|
)
|
|
289
|
|
•
|
Fiscal 2010
: we recorded an additional allowance for doubtful accounts of
$0.3 million
for accounts determined to be uncollectible and we released
$8.7 million
of allowance for doubtful accounts primarily due to a reduction of
$6.7 million
related to the dismissal of a complaint against a customer resulting in the write-off of previously reserved accounts receivable, a write-off of
$0.5 million
uncollectible debts that was previously reserved and receipt of payments totaling
$1.4 million
for accounts receivable that was previously reserved.
|
•
|
Fiscal 2011
: we recorded a reduction in the provision of
$0.6 million
primarily due to the receipt of payments totaling
$0.3 million
for accounts receivable previously reserved and we wrote-off previously reserved accounts receivable in the amount of
$0.3 million
.
|
•
|
Fiscal 2012
: we recorded a provision of
$0.2 million
and released
$0.2 million
of allowance for doubtful accounts that was previously reserved.
|
|
Fiscal Years Ended
|
||||||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
December 25, 2010
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss used in computing basic and diluted net loss per share
|
$
|
(35,546
|
)
|
|
$
|
(65,981
|
)
|
|
$
|
(188,286
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares used in computing basic net loss per share
|
50,551
|
|
|
50,521
|
|
|
50,246
|
|
|||
Add potentially dilutive securities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average shares used in computing diluted net loss per share
|
50,551
|
|
|
50,521
|
|
|
50,246
|
|
|
Fiscal Years Ended
|
|||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
December 25, 2010
|
|||
Stock options
|
4,430
|
|
|
4,893
|
|
|
5,021
|
|
Restricted stock units
|
1,246
|
|
|
1,150
|
|
|
869
|
|
Employee stock purchase plan
|
39
|
|
|
135
|
|
|
65
|
|
Total potentially dilutive securities
|
5,715
|
|
|
6,178
|
|
|
5,955
|
|
|
|
December 29, 2012
|
|
December 31, 2011
|
||||
Unrealized loss on marketable securities, net of tax of $428 and $384 in fiscal 2012 and fiscal 2011, respectively
|
|
$
|
(270
|
)
|
|
$
|
(123
|
)
|
Cumulative translation adjustments
|
|
1,985
|
|
|
2,823
|
|
||
Accumulated other comprehensive income
|
|
$
|
1,715
|
|
|
$
|
2,700
|
|
|
Amount
|
||
Cash and cash equivalents
|
$
|
2,847
|
|
Accounts receivable (1)
|
21,567
|
|
|
Inventories
|
11,809
|
|
|
Refundable income taxes
|
4,885
|
|
|
Prepaid assets
|
1,544
|
|
|
Deferred tax asset
|
756
|
|
|
Property, plant and equipment
|
11,950
|
|
|
Other long-term assets
|
103
|
|
|
Accounts payable and accrued expenses
|
(20,586
|
)
|
|
Capital leases
|
(1,025
|
)
|
|
Deferred income taxes liabilities
|
(26,663
|
)
|
|
Other long-term liabilities
|
(2,008
|
)
|
|
Total tangible assets acquired and liabilities assumed
|
5,179
|
|
|
|
|
||
Intangible assets
|
77,600
|
|
|
Goodwill
|
30,994
|
|
|
Total intangible and goodwill assets acquired
|
108,594
|
|
|
|
|
||
Total acquisition price
|
$
|
113,773
|
|
(1)
|
The estimated fair value of trade receivables acquired was
$21.6 million
. The gross contractual amount of trade receivables was
$21.8 million
and was recorded net of allowances for doubtful accounts. We expect that
$0.2 million
of the gross contractual amount of trade receivables will be uncollectible.
|
|
Amount
|
||
Existing developed technologies
|
$
|
31,100
|
|
Trade names
|
4,500
|
|
|
Customer relationships
|
17,000
|
|
|
Backlog
|
3,500
|
|
|
Favorable lease asset
|
300
|
|
|
Non-compete agreement
|
100
|
|
|
In-process research and development
|
21,100
|
|
|
Total intangible assets
|
$
|
77,600
|
|
•
|
An increase in amortization expense of
$6.8 million
and
$17.4 million
for the fiscal years 2012 and 2011, respectively, related to the fair value of acquired identifiable intangible assets,
|
•
|
The exclusion of transaction-related expenses of
$6.0 million
for the fiscal year ended 2012,
|
•
|
The exclusion of other non-recurring expenses of
$8.9 million
and
$2.7 million
for the fiscal years 2012 and 2011, respectively, primarily related to the fair value step-up to acquired inventory, fair value adjustments related to a warrant liability of MicroProbe, provision for income taxes and litigation expenses incurred between the two parties regarding a patent litigation action.
|
•
|
Exclusion of the deferred tax asset valuation release in 2012 and reflecting the valuation release in 2011 as if the Acquisition had been completed in 2011.
|
|
|
Fiscal Years Ended
|
||||||
|
|
December 29, 2012
|
|
December 31, 2011
|
||||
Revenues
|
|
$
|
261,499
|
|
|
$
|
266,862
|
|
Net loss before income taxes
|
|
(53,702
|
)
|
|
(44,665
|
)
|
||
Net loss per share - basic
|
|
(1.01
|
)
|
|
(0.83
|
)
|
||
Net loss per share - diluted
|
|
(1.01
|
)
|
|
(0.83
|
)
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
U.S. Treasury
|
$
|
43,490
|
|
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
43,587
|
|
Agency securities
|
49,896
|
|
|
63
|
|
|
(1
|
)
|
|
49,958
|
|
||||
|
$
|
93,386
|
|
|
$
|
160
|
|
|
$
|
(1
|
)
|
|
$
|
93,545
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
U.S. Treasury
|
$
|
76,462
|
|
|
$
|
205
|
|
|
$
|
(4
|
)
|
|
$
|
76,663
|
|
Agency securities
|
78,921
|
|
|
102
|
|
|
(42
|
)
|
|
78,981
|
|
||||
Commercial paper
|
1,998
|
|
|
—
|
|
|
—
|
|
|
1,998
|
|
||||
|
$
|
157,381
|
|
|
$
|
307
|
|
|
$
|
(46
|
)
|
|
$
|
157,642
|
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||||||||
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
Due in one year or less
|
$
|
33,407
|
|
|
$
|
33,500
|
|
|
$
|
52,524
|
|
|
$
|
52,586
|
|
Due in one year to five years
|
59,979
|
|
|
60,045
|
|
|
104,857
|
|
|
105,056
|
|
||||
|
$
|
93,386
|
|
|
$
|
93,545
|
|
|
$
|
157,381
|
|
|
$
|
157,642
|
|
|
Fiscal Years Ended
|
||||||
|
December 29, 2012
|
|
December 31, 2011
|
||||
Asset retirement obligation beginning balance
|
$
|
1,581
|
|
|
$
|
3,105
|
|
Liabilities settled
|
—
|
|
|
(1,121
|
)
|
||
Increase (decrease) based on revised estimates of asset retirement obligations
|
(212
|
)
|
|
(529
|
)
|
||
Accretion expense
|
—
|
|
|
126
|
|
||
Currency translation
|
(77
|
)
|
|
—
|
|
||
Asset retirement obligation ending balance
|
$
|
1,292
|
|
|
$
|
1,581
|
|
|
Fiscal Years Ended
|
||||||
|
December 29, 2012
|
|
December 31, 2011
|
||||
Raw materials
|
$
|
8,702
|
|
|
$
|
5,732
|
|
Work-in-progress
|
8,679
|
|
|
5,938
|
|
||
Finished goods
|
6,235
|
|
|
6,422
|
|
||
|
$
|
23,616
|
|
|
$
|
18,092
|
|
|
Fiscal Years Ended
|
||||||
|
December 29, 2012
|
|
December 31, 2011
|
||||
Buildings
|
$
|
790
|
|
|
$
|
790
|
|
Machinery and equipment
|
142,687
|
|
|
127,309
|
|
||
Computer equipment and software
|
38,092
|
|
|
36,323
|
|
||
Furniture and fixtures
|
6,249
|
|
|
6,073
|
|
||
Leasehold improvements
|
71,418
|
|
|
70,097
|
|
||
|
259,236
|
|
|
240,592
|
|
||
Less: Accumulated depreciation, amortization and enterprise-wide impairment
|
(227,126
|
)
|
|
(217,963
|
)
|
||
|
32,110
|
|
|
22,629
|
|
||
Construction-in-progress
|
13,405
|
|
|
12,503
|
|
||
|
$
|
45,515
|
|
|
$
|
35,132
|
|
|
Fiscal Years Ended
|
||||||
|
December 29, 2012
|
|
December 31, 2011
|
||||
Accrued compensation and benefits
|
$
|
7,918
|
|
|
$
|
6,986
|
|
Accrued indirect and other taxes
|
4,382
|
|
|
2,916
|
|
||
Accrued commissions
|
515
|
|
|
438
|
|
||
Accrued warranty
|
734
|
|
|
330
|
|
||
Deferred rent
|
139
|
|
|
133
|
|
||
Accrued restructuring
|
616
|
|
|
200
|
|
||
Other accrued expenses
|
2,966
|
|
|
2,963
|
|
||
|
$
|
17,270
|
|
|
$
|
13,966
|
|
|
Employee
Severance and Benefits |
|
Property and Equipment Impairment
|
|
Contract
Termination and Other Costs |
|
Total
|
||||||||
Accrual at December 26, 2009
|
$
|
973
|
|
|
$
|
—
|
|
|
$
|
76
|
|
|
$
|
1,049
|
|
Restructuring charges
|
10,057
|
|
|
8,787
|
|
|
411
|
|
|
19,255
|
|
||||
Reversal of charges for Q1 2010 Restructuring Plan
|
(3,282
|
)
|
|
—
|
|
|
—
|
|
|
(3,282
|
)
|
||||
Adjustments to restructuring charges
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
(76
|
)
|
||||
Cash payments
|
(6,184
|
)
|
|
—
|
|
|
—
|
|
|
(6,184
|
)
|
||||
Non-cash settlements
|
(182
|
)
|
|
(8,787
|
)
|
|
40
|
|
|
(8,929
|
)
|
||||
Accrual at December 25, 2010
|
1,382
|
|
|
—
|
|
|
451
|
|
|
1,833
|
|
||||
Restructuring charges
|
2,300
|
|
|
—
|
|
|
—
|
|
|
2,300
|
|
||||
Adjustments to restructuring charges
|
—
|
|
|
—
|
|
|
(374
|
)
|
|
(374
|
)
|
||||
Cash payments
|
(3,039
|
)
|
|
—
|
|
|
(77
|
)
|
|
(3,116
|
)
|
||||
Non-cash settlements
|
(443
|
)
|
|
—
|
|
|
—
|
|
|
(443
|
)
|
||||
Accrual at December 31, 2011
|
200
|
|
|
—
|
|
|
—
|
|
|
200
|
|
||||
Restructuring charges
|
2,261
|
|
|
462
|
|
|
194
|
|
|
2,917
|
|
||||
Adjustments to restructuring charges
|
—
|
|
|
—
|
|
|
31
|
|
|
31
|
|
||||
Cash payments
|
(1,913
|
)
|
|
—
|
|
|
(157
|
)
|
|
(2,070
|
)
|
||||
Non-cash settlements
|
|
|
(462
|
)
|
|
|
|
(462
|
)
|
||||||
Accrual at December 29, 2012
|
$
|
548
|
|
|
$
|
—
|
|
|
$
|
68
|
|
|
$
|
616
|
|
December 29, 2012
|
|
Contract Position
|
|
Contract Amount
(Local Currency)
|
|
Contract Amount
(U.S. Dollar)
|
|||
|
|
|
|
(In thousands)
|
|||||
Japanese Yen
|
Buy
|
|
(63,741
|
)
|
|
$
|
(741
|
)
|
|
Taiwan Dollar
|
Buy
|
|
(30,461
|
)
|
|
(1,061
|
)
|
||
Korean Won
|
Buy
|
|
(721,426
|
)
|
|
(677
|
)
|
||
|
Total USD notional amount of outstanding foreign exchange contracts
|
|
|
|
|
$
|
(2,479
|
)
|
December 31, 2011
|
|
Contract Position
|
|
Contract Amount
(Local Currency)
|
|
Contract Amount
(U.S. Dollar)
|
|||
|
|
|
|
(In thousands)
|
|||||
Japanese Yen
|
Sell
|
|
440,354
|
|
|
$
|
5,661
|
|
|
Taiwan Dollar
|
Buy
|
|
(69,959
|
)
|
|
(2,315
|
)
|
||
Korean Won
|
Buy
|
|
(703,506
|
)
|
|
(609
|
)
|
||
|
Total USD notional amount of outstanding foreign exchange contracts
|
|
|
|
|
$
|
2,737
|
|
|
|
|
Fiscal Years Ended
|
||||||
Derivatives Not Designated as Hedging Instruments
|
Location of Loss Recognized
on Derivatives
|
December 29, 2012
|
|
December 31, 2011
|
|||||
Foreign exchange forward contracts
|
Other income, net
|
|
$
|
(290
|
)
|
|
$
|
(579
|
)
|
|
Fiscal Years Ended
|
||||||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
December 25, 2010
|
||||||
Impairment of long-lived assets:
|
|
|
|
|
|
||||||
Assets held for sale
|
$
|
168
|
|
|
$
|
—
|
|
|
$
|
342
|
|
Assets to be disposed of other than by sale
|
253
|
|
|
549
|
|
|
2,956
|
|
|||
Intangible assets
|
—
|
|
|
—
|
|
|
1,082
|
|
|||
Enterprise-wide impairment
|
—
|
|
|
—
|
|
|
52,021
|
|
|||
Total
|
$
|
421
|
|
|
$
|
549
|
|
|
$
|
56,401
|
|
•
|
Level 1—Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2—Inputs, other than the quoted prices in active markets, such as quoted prices for similar assets or liabilities, quoted prices near the reporting date in markets that are less active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
•
|
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Cash equivalents
|
|
|
|
|
|
||||||
Money market funds
|
$
|
54,732
|
|
|
$
|
—
|
|
|
$
|
54,732
|
|
Marketable securities
|
|
|
|
|
|
||||||
U. S. treasury
|
—
|
|
|
43,587
|
|
|
43,587
|
|
|||
Agency securities
|
—
|
|
|
49,958
|
|
|
49,958
|
|
|||
|
$
|
54,732
|
|
|
$
|
93,545
|
|
|
$
|
148,277
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Cash equivalents
|
|
|
|
|
|
||||||
Money market funds
|
$
|
106,147
|
|
|
$
|
—
|
|
|
$
|
106,147
|
|
Commercial paper
|
—
|
|
|
8,999
|
|
|
8,999
|
|
|||
Marketable securities
|
|
|
|
|
|
||||||
U. S. treasury
|
—
|
|
|
76,663
|
|
|
76,663
|
|
|||
Agency securities
|
—
|
|
|
78,981
|
|
|
78,981
|
|
|||
Commercial paper
|
—
|
|
|
1,998
|
|
|
1,998
|
|
|||
|
$
|
106,147
|
|
|
$
|
166,641
|
|
|
$
|
272,788
|
|
|
Level 3
|
|
Total Losses
Fiscal 2012
|
||||
Long-lived assets held for sale at December 31, 2011
|
$
|
389
|
|
|
$
|
—
|
|
Equipment impairment
|
(168
|
)
|
|
(168
|
)
|
||
Equipment returned to held and used
|
(155
|
)
|
|
—
|
|
||
Equipment sold
|
(66
|
)
|
|
—
|
|
||
Long-lived assets held for sale at December 29, 2012
|
$
|
—
|
|
|
$
|
(168
|
)
|
Goodwill
|
|
Amount
|
||
Balance as of December 31, 2011
|
|
$
|
—
|
|
Acquisition of MicroProbe
|
|
30,994
|
|
|
Balance as of December 29, 2012
|
|
$
|
30,994
|
|
|
|
Intangible Assets, Gross Amount
|
|
Accumulated Amortization
|
|
Intangible Assets, Net
|
|
Weight Average Useful Life
|
|||||||||||||||||||||||||
Other Intangible Assets
|
|
December 31, 2011
|
|
Additions
|
|
December 29, 2012
|
|
December 31, 2011
|
|
Expense
|
|
December 29, 2012
|
|
December 31, 2011
|
December 29, 2012
|
|
December 29, 2012
|
||||||||||||||||
Existing developed technologies
|
|
$
|
5,948
|
|
|
$
|
31,100
|
|
|
$
|
37,048
|
|
|
$
|
2,706
|
|
|
$
|
3,349
|
|
|
$
|
6,055
|
|
|
$
|
3,242
|
|
$
|
30,993
|
|
|
2.2
|
Trade name
|
|
—
|
|
|
4,500
|
|
|
4,500
|
|
|
—
|
|
|
94
|
|
|
94
|
|
|
—
|
|
4,406
|
|
|
10.0
|
||||||||
Customer relationships
|
|
—
|
|
|
17,000
|
|
|
17,000
|
|
|
—
|
|
|
445
|
|
|
445
|
|
|
—
|
|
16,555
|
|
|
8.0
|
||||||||
Non-compete agreement
|
|
—
|
|
|
100
|
|
|
100
|
|
|
—
|
|
|
21
|
|
|
21
|
|
|
—
|
|
79
|
|
|
1.0
|
||||||||
Backlog
|
|
—
|
|
|
3,500
|
|
|
3,500
|
|
|
—
|
|
|
2,594
|
|
|
2,594
|
|
|
—
|
|
906
|
|
|
0.3
|
||||||||
Favorable lease asset
|
|
—
|
|
|
300
|
|
|
300
|
|
|
—
|
|
|
63
|
|
|
63
|
|
|
—
|
|
237
|
|
|
1.0
|
||||||||
Total finite-lived intangible assets
|
|
5,948
|
|
|
56,500
|
|
|
62,448
|
|
|
2,706
|
|
|
6,566
|
|
|
9,272
|
|
|
3,242
|
|
53,176
|
|
|
|
||||||||
In-process research and development
|
|
—
|
|
|
21,100
|
|
|
21,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
21,100
|
|
|
|
||||||||
Total intangible assets
|
|
$
|
5,948
|
|
|
$
|
77,600
|
|
|
$
|
83,548
|
|
|
$
|
2,706
|
|
|
$
|
6,566
|
|
|
$
|
9,272
|
|
|
$
|
3,242
|
|
$
|
74,276
|
|
|
|
|
Intangible Assets, Gross Amount
|
|
Accumulated Amortization
|
|
Intangible Assets, Net
|
|
Weight Average Useful Life
|
|||||||||||||||||||||||||
Other Intangible Assets
|
December 25, 2010
|
|
Additions
|
|
December 31, 2011
|
|
December 25, 2010
|
|
Expense
|
|
December 31, 2011
|
|
December 25, 2010
|
December 31, 2011
|
|
December 31, 2011
|
||||||||||||||||
Existing developed technologies
|
$
|
5,948
|
|
|
$
|
—
|
|
|
$
|
5,948
|
|
|
$
|
1,527
|
|
|
$
|
1,179
|
|
|
$
|
2,706
|
|
|
$
|
4,421
|
|
$
|
3,242
|
|
|
2.7
|
Total intangible assets
|
$
|
5,948
|
|
|
$
|
—
|
|
|
$
|
5,948
|
|
|
$
|
1,527
|
|
|
$
|
1,179
|
|
|
$
|
2,706
|
|
|
$
|
4,421
|
|
$
|
3,242
|
|
|
|
Fiscal Year
|
|
Amount
|
||
2013
|
|
$
|
15,385
|
|
2014
|
|
14,187
|
|
|
2015
|
|
7,332
|
|
|
2016
|
|
5,878
|
|
|
2017
|
|
2,562
|
|
|
thereafter
|
|
7,832
|
|
|
Total
|
|
$
|
53,176
|
|
|
Fiscal Years Ended
|
||||||
|
December 29, 2012
|
|
December 31, 2011
|
||||
Cost
|
$
|
2,367
|
|
|
$
|
—
|
|
Accumulated depreciation
|
255
|
|
|
—
|
|
||
Net book value
|
$
|
2,112
|
|
|
$
|
—
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
Fiscal years:
|
|
|
|
||||
2013
|
$
|
593
|
|
|
$
|
3,658
|
|
2014-15
|
321
|
|
|
5,700
|
|
||
2016-17
|
29
|
|
|
5,016
|
|
||
Thereafter
|
—
|
|
|
10,034
|
|
||
Total minimum lease payments
|
943
|
|
|
$
|
24,408
|
|
|
Less: amount representing interest and executory costs
|
(30
|
)
|
|
|
|||
Present value of capital lease amounts
|
913
|
|
|
|
|||
Less: current portion
|
(573
|
)
|
|
|
|||
Non-current portion
|
$
|
340
|
|
|
|
|
Payments Due In Fiscal Years
|
||||||||||||||||||
|
2013
|
|
2014-2015
|
|
2016-2017
|
|
After 2017
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Purchase obligations
|
$
|
12,402
|
|
|
$
|
4,950
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
17,402
|
|
|
Outstanding Options
|
|
|
||||||||||
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Life in Years
|
|
Aggregate
Intrinsic
Value
|
||||||
Outstanding at December 26, 2009
|
5,859,820
|
|
|
$
|
26.17
|
|
|
|
|
|
|
|
|
Options granted (1)
|
3,425,309
|
|
|
10.15
|
|
|
|
|
|
|
|
||
Options exercised
|
(115,597
|
)
|
|
5.99
|
|
|
|
|
|
|
|
||
Options canceled (2)
|
(3,851,145
|
)
|
|
28.60
|
|
|
|
|
|
|
|
||
Outstanding at December 25, 2010
|
5,318,387
|
|
|
14.53
|
|
|
|
|
|
|
|
||
Options granted
|
459,750
|
|
|
9.72
|
|
|
|
|
|
|
|
||
Options exercised
|
(141,280
|
)
|
|
6.47
|
|
|
|
|
|
|
|
||
Options canceled
|
(1,017,835
|
)
|
|
19.92
|
|
|
|
|
|
|
|
||
Outstanding at December 31, 2011
|
4,619,022
|
|
|
13.11
|
|
|
|
|
|
|
|
||
Options granted
|
70,000
|
|
|
5.34
|
|
|
|
|
|
|
|
||
Options exercised
|
—
|
|
|
—
|
|
|
|
|
|
|
|
||
Options canceled
|
(480,175
|
)
|
|
11.94
|
|
|
|
|
|
|
|
||
Outstanding at December 29, 2012
|
4,208,847
|
|
|
$
|
13.11
|
|
|
3.69
|
|
|
$
|
—
|
|
Vested and expected to vest at December 29, 2012
|
4,133,743
|
|
|
$
|
13.18
|
|
|
3.66
|
|
|
$
|
—
|
|
Exercisable at December 29, 2012
|
3,040,747
|
|
|
$
|
14.55
|
|
|
3.3
|
|
|
$
|
—
|
|
(1)
|
Options granted in fiscal
2010
included
679,864
shares of re-granted stock options with an exercise price of
$8.61
per share as a result of our stock option exchange program effective October 1, 2010.
|
(2)
|
Options canceled in fiscal
2010
included
2,779,782
shares with a weighted average exercise price of
$29.58
per share as a result of our stock option exchange program effective October 1, 2010.
|
|
Number of
Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Restricted stock units at December 26, 2009
|
1,491,678
|
|
|
$
|
18.51
|
|
Granted
|
776,318
|
|
|
14.57
|
|
|
Vested
|
(464,050
|
)
|
|
18.95
|
|
|
Canceled
|
(431,034
|
)
|
|
17.99
|
|
|
Restricted stock units at December 25, 2010
|
1,372,912
|
|
|
16.29
|
|
|
Granted
|
687,645
|
|
|
9.94
|
|
|
Vested
|
(510,330
|
)
|
|
16.70
|
|
|
Canceled
|
(242,924
|
)
|
|
15.82
|
|
|
Restricted stock units at December 31, 2011
|
1,307,303
|
|
|
12.88
|
|
|
Granted
|
1,630,210
|
|
|
5.50
|
|
|
Vested
|
(484,540
|
)
|
|
13.99
|
|
|
Canceled
|
(224,027
|
)
|
|
8.78
|
|
|
Restricted stock units at December 29, 2012
|
2,228,946
|
|
|
$
|
7.66
|
|
|
Fiscal Years Ended
|
||||||||||
|
December 29,
2012 |
|
December 31,
2011 |
|
December 25,
2010 |
||||||
Stock-based compensation expense included in:
|
|
|
|
|
|
||||||
Cost of revenues(1)
|
$
|
2,588
|
|
|
$
|
3,473
|
|
|
$
|
3,733
|
|
Research and development
|
4,262
|
|
|
4,293
|
|
|
5,610
|
|
|||
Selling, general and administrative(2)
|
6,199
|
|
|
6,083
|
|
|
8,270
|
|
|||
Restructuring charges, net
|
—
|
|
|
—
|
|
|
190
|
|
|||
Total stock-based compensation
|
13,049
|
|
|
13,849
|
|
|
17,803
|
|
|||
Tax effect on stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total stock-based compensation, net of tax
|
$
|
13,049
|
|
|
$
|
13,849
|
|
|
$
|
17,803
|
|
(1)
|
Fiscal
2011
includes
$0.3 million
of net stock-based compensation expense resulting from the modification and acceleration of certain stock options and restricted stock units to a former executive in conjunction with a separation agreement and mutual release.
|
(2)
|
Fiscal
2010
includes
$0.5 million
of stock-based compensation expense and an offsetting benefit of
$0.7 million
related to the reversal of previously recognized expense for unvested stock options resulting from the modification and acceleration of the vesting of certain stock options and restricted stock units awarded to our former executive members in conjunction with their departure from the Company (See Note 16—Departure of Executive Officers ). Additionally, fiscal
2010
includes
$0.1 million
of net stock-based compensation expense resulting from the modification and acceleration of the vesting of certain stock options and restricted stock units awarded to former members of the Board of Directors in conjunction with their departure from the Company.
|
|
Fiscal Years Ended
|
|||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
December 25, 2010
|
|||
Stock Options:
|
|
|
|
|
|
|||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected volatility
|
48.44
|
%
|
|
50.30
|
%
|
|
50.89
|
%
|
Risk-free interest rate
|
0.67
|
%
|
|
1.67
|
%
|
|
1.23
|
%
|
Expected life (in years)
|
4.75
|
|
|
4.26
|
|
|
4.42
|
|
|
Fiscal Years Ended
|
|||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
December 25, 2010
|
|||
Employee Stock Purchase Plan:
|
|
|
|
|
|
|||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Expected volatility
|
46.44
|
%
|
|
53.47
|
%
|
|
41.25
|
%
|
Risk-free interest rate
|
0.11
|
%
|
|
0.23
|
%
|
|
0.24
|
%
|
Expected life (in years)
|
0.8
|
|
|
0.8
|
|
|
0.7
|
|
|
Fiscal Years Ended
|
||||||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
December 25, 2010
|
||||||
United States
|
$
|
(64,252
|
)
|
|
$
|
(71,172
|
)
|
|
$
|
(178,849
|
)
|
Foreign
|
2,286
|
|
|
3,290
|
|
|
(11,357
|
)
|
|||
|
$
|
(61,966
|
)
|
|
$
|
(67,882
|
)
|
|
$
|
(190,206
|
)
|
|
Fiscal Years Ended
|
||||||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
December 25, 2010
|
||||||
Current provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(1,929
|
)
|
|
$
|
(157
|
)
|
|
$
|
(2,436
|
)
|
State
|
60
|
|
|
1
|
|
|
(107
|
)
|
|||
Foreign
|
(81
|
)
|
|
(546
|
)
|
|
2,728
|
|
|||
|
(1,950
|
)
|
|
(702
|
)
|
|
185
|
|
|||
Deferred provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
(25,520
|
)
|
|
(37
|
)
|
|
(85
|
)
|
|||
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
1,050
|
|
|
(1,162
|
)
|
|
(2,020
|
)
|
|||
|
(24,470
|
)
|
|
(1,199
|
)
|
|
(2,105
|
)
|
|||
Total benefit from income taxes
|
$
|
(26,420
|
)
|
|
$
|
(1,901
|
)
|
|
$
|
(1,920
|
)
|
|
Fiscal Years Ended
|
||||||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
December 25, 2010
|
||||||
U.S. statutory Federal tax rate
|
$
|
(21,687
|
)
|
|
$
|
(23,759
|
)
|
|
$
|
(66,571
|
)
|
State taxes and credits, net of Federal benefit
|
(1,991
|
)
|
|
(1,890
|
)
|
|
(5,776
|
)
|
|||
Amortization of stock-based compensation, net of tax benefit
|
376
|
|
|
287
|
|
|
606
|
|
|||
Research and development credits
|
(674
|
)
|
|
(2,499
|
)
|
|
(2,622
|
)
|
|||
Foreign taxes at rates different than the U.S.
|
598
|
|
|
(294
|
)
|
|
2,765
|
|
|||
Other permanent differences
|
(1,164
|
)
|
|
126
|
|
|
1,829
|
|
|||
Change in valuation allowance
|
(1,818
|
)
|
|
25,622
|
|
|
68,634
|
|
|||
Other
|
(60
|
)
|
|
506
|
|
|
(785
|
)
|
|||
Total
|
$
|
(26,420
|
)
|
|
$
|
(1,901
|
)
|
|
$
|
(1,920
|
)
|
|
Fiscal Years Ended
|
||||||
|
December 29, 2012
|
|
December 31, 2011
|
||||
Tax credits
|
$
|
25,223
|
|
|
$
|
25,168
|
|
Inventory reserve
|
18,871
|
|
|
20,028
|
|
||
Other reserves and accruals
|
6,403
|
|
|
4,241
|
|
||
Non-statutory stock options
|
20,418
|
|
|
19,708
|
|
||
Depreciation and amortization
|
7,570
|
|
|
10,682
|
|
||
Net operating loss carryforwards
|
117,049
|
|
|
96,219
|
|
||
Gross deferred tax assets
|
195,534
|
|
|
176,046
|
|
||
Valuation allowance
|
(163,265
|
)
|
|
(168,875
|
)
|
||
Total deferred tax assets
|
32,269
|
|
|
7,171
|
|
||
Acquired intangibles & fixed assets
|
(27,879
|
)
|
|
—
|
|
||
Unrealized investment gains
|
(42
|
)
|
|
(102
|
)
|
||
Total deferred tax liabilities
|
(27,921
|
)
|
|
(102
|
)
|
||
Net deferred tax assets
|
$
|
4,348
|
|
|
$
|
7,069
|
|
Description
|
|
Balance at
Beginning
of Year
|
|
Additions
|
|
Reduction
|
|
Balance at
End of
Year
|
||||||||
Allowance against deferred tax assets
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 25, 2010
|
|
$
|
59,097
|
|
|
$
|
68,634
|
|
|
$
|
—
|
|
|
$
|
127,731
|
|
Year ended December 31, 2011
|
|
127,731
|
|
|
44,520
|
|
|
(3,376
|
)
|
|
168,875
|
|
||||
Year ended December 29, 2012
|
|
168,875
|
|
|
19,910
|
|
|
(25,520
|
)
|
|
163,265
|
|
|
Fiscal Years Ended
|
||||||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
December 25, 2010
|
||||||
Unrecognized tax benefit beginning balance
|
$
|
17,752
|
|
|
$
|
17,500
|
|
|
$
|
17,925
|
|
Additions based on tax positions related to the current year
|
2,237
|
|
|
751
|
|
|
1,610
|
|
|||
Reductions for tax positions of prior years
|
9
|
|
|
(270
|
)
|
|
—
|
|
|||
Reductions to unrecognized tax benefits due to lapse of the applicable statute of limitations
|
(2,817
|
)
|
|
(148
|
)
|
|
(35
|
)
|
|||
Settlements
|
—
|
|
|
(81
|
)
|
|
(2,000
|
)
|
|||
Unrecognized tax benefit ending balance
|
$
|
17,181
|
|
|
$
|
17,752
|
|
|
$
|
17,500
|
|
|
Fiscal Years Ended
|
|||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
December 25, 2010
|
|||
South Korea
|
32.8
|
%
|
|
23.1
|
%
|
|
13.8
|
%
|
Taiwan
|
20.7
|
|
|
31.8
|
|
|
38.5
|
|
North America
|
15.4
|
|
|
15.3
|
|
|
20.3
|
|
Japan
|
11.9
|
|
|
17.4
|
|
|
15.1
|
|
Asia-Pacific (1)
|
12.7
|
|
|
8.2
|
|
|
8.0
|
|
Europe / Israel
|
6.5
|
|
|
4.2
|
|
|
4.3
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
(1)
|
Asia-Pacific includes all countries in the region except Taiwan, South Korea and Japan, which are disclosed separately.
|
|
Fiscal Years Ended
|
||||||||||
|
December 29, 2012
|
|
December 31, 2011
|
|
December 25, 2010
|
||||||
DRAM
|
$
|
102,499
|
|
|
$
|
115,678
|
|
|
$
|
131,207
|
|
SoC
|
46,586
|
|
|
29,050
|
|
|
27,290
|
|
|||
Flash
|
29,450
|
|
|
24,597
|
|
|
30,068
|
|
|||
Total revenues
|
$
|
178,535
|
|
|
$
|
169,325
|
|
|
$
|
188,565
|
|
|
December 29, 2012
|
|
December 31, 2011
|
|
||||
North America
|
$
|
41,592
|
|
|
$
|
31,291
|
|
|
South Korea
|
1,691
|
|
|
834
|
|
|
||
Asia-Pacific (1)
|
1,246
|
|
|
499
|
|
|
||
Japan
|
691
|
|
|
1,967
|
|
|
||
Singapore
|
258
|
|
|
485
|
|
|
||
Europe
|
37
|
|
|
56
|
|
|
||
Total
|
$
|
45,515
|
|
|
$
|
35,132
|
|
|
(1)
|
Asia-Pacific includes all countries in the region except South Korea, Singapore, and Japan, which are disclosed separately.
|
|
Fiscal
2012 |
|
Fiscal
2011 |
|
Fiscal
2010 |
|||
SK hynix Semiconductor(1)
|
29.4
|
%
|
|
16.3
|
%
|
|
12.8
|
%
|
Elpida(2)
|
*
|
|
|
*
|
|
|
20.0
|
|
Samsung(3)
|
12.4
|
|
|
11.2
|
|
|
12.0
|
|
Micron Technology(4)
|
*
|
|
|
10.2
|
|
|
*
|
|
Total
|
41.8
|
%
|
|
37.7
|
%
|
|
44.8
|
%
|
(1)
|
Includes SK hynix and its consolidated subsidiary SK hynix Semiconductor (China) Ltd.
|
(2)
|
Includes Elpida Memory, Inc. and its consolidated subsidiary Rexchip Electronics Corporation
|
(3)
|
Includes Samsung Semiconductor, Inc. and its consolidated subsidiary Samsung Austin Semiconductor
|
(4)
|
Includes Micron Technology, Inc. and its consolidated subsidiaries, including Micron Semiconductor Asia Pte. Ltd., Micron Semiconductor Italia S.r.L., Micron Semiconductor Israel Ltd. and Micron Japan Ltd.
|
*
|
Less than 10% of revenues.
|
|
Fiscal Quarters Ended
|
||||||||||||||||||||||||||||||
|
Dec. 29,
2012 (3)
|
|
Sep. 29,
2012
|
|
June. 30,
2012 (2)
|
|
March 31,
2012
|
|
Dec. 31,
2011
|
|
Sep. 24,
2011
|
|
June 25,
2011 (1)
|
|
March 26,
2011
|
||||||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||||||||||||||
Revenues
|
$
|
47,654
|
|
|
$
|
41,262
|
|
|
$
|
54,813
|
|
|
$
|
34,806
|
|
|
$
|
30,224
|
|
|
$
|
52,115
|
|
|
$
|
46,558
|
|
|
$
|
40,428
|
|
Cost of revenues
|
50,798
|
|
|
33,110
|
|
|
38,646
|
|
|
30,650
|
|
|
35,199
|
|
|
40,141
|
|
|
36,668
|
|
|
36,359
|
|
||||||||
Gross profit (loss)
|
(3,144
|
)
|
|
8,152
|
|
|
16,167
|
|
|
4,156
|
|
|
(4,975
|
)
|
|
11,974
|
|
|
9,890
|
|
|
4,069
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development
|
9,775
|
|
|
8,573
|
|
|
10,935
|
|
|
10,847
|
|
|
10,683
|
|
|
10,423
|
|
|
10,878
|
|
|
11,560
|
|
||||||||
Selling, general and administrative
|
14,958
|
|
|
11,594
|
|
|
11,531
|
|
|
11,148
|
|
|
11,964
|
|
|
11,200
|
|
|
11,154
|
|
|
12,387
|
|
||||||||
Restructuring charges, net
|
333
|
|
|
2,481
|
|
|
136
|
|
|
(33
|
)
|
|
325
|
|
|
258
|
|
|
(1,099
|
)
|
|
1,038
|
|
||||||||
Impairment of long lived assets
|
49
|
|
|
143
|
|
|
61
|
|
|
168
|
|
|
98
|
|
|
100
|
|
|
—
|
|
|
351
|
|
||||||||
Gain on settlement of litigation
|
(3,250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total operating expenses
|
21,865
|
|
|
22,791
|
|
|
22,663
|
|
|
22,130
|
|
|
23,070
|
|
|
21,981
|
|
|
20,933
|
|
|
25,336
|
|
||||||||
Operating loss
|
(25,009
|
)
|
|
(14,639
|
)
|
|
(6,496
|
)
|
|
(17,974
|
)
|
|
(28,045
|
)
|
|
(10,007
|
)
|
|
(11,043
|
)
|
|
(21,267
|
)
|
||||||||
Interest income, net
|
134
|
|
|
163
|
|
|
182
|
|
|
212
|
|
|
276
|
|
|
335
|
|
|
369
|
|
|
424
|
|
||||||||
Other income (expense), net
|
334
|
|
|
171
|
|
|
546
|
|
|
410
|
|
|
941
|
|
|
(75
|
)
|
|
584
|
|
|
(374
|
)
|
||||||||
Loss before income taxes
|
(24,541
|
)
|
|
(14,305
|
)
|
|
(5,768
|
)
|
|
(17,352
|
)
|
|
(26,828
|
)
|
|
(9,747
|
)
|
|
(10,090
|
)
|
|
(21,217
|
)
|
||||||||
Provision for (benefit from) income taxes
|
(25,144
|
)
|
|
173
|
|
|
(1,551
|
)
|
|
102
|
|
|
147
|
|
|
157
|
|
|
(2,412
|
)
|
|
207
|
|
||||||||
Net income (loss)
|
$
|
603
|
|
|
$
|
(14,478
|
)
|
|
$
|
(4,217
|
)
|
|
$
|
(17,454
|
)
|
|
$
|
(26,975
|
)
|
|
$
|
(9,904
|
)
|
|
$
|
(7,678
|
)
|
|
$
|
(21,424
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.01
|
|
|
$
|
(0.29
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.54
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.42
|
)
|
Diluted
|
$
|
0.01
|
|
|
$
|
(0.29
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
(0.54
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.42
|
)
|
Weighted average number of shares used in per share calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
52,745
|
|
|
50,154
|
|
|
49,817
|
|
|
49,487
|
|
|
49,967
|
|
|
50,747
|
|
|
50,773
|
|
|
50,636
|
|
||||||||
Diluted
|
52,921
|
|
|
50,154
|
|
|
49,817
|
|
|
49,487
|
|
|
49,967
|
|
|
50,747
|
|
|
50,773
|
|
|
50,636
|
|
(1)
|
In the second quarter of fiscal
2011
, we recorded a tax benefit in the amount of
$2.5 million
from the release of a deferred tax valuation allowance recorded in a non-U.S. jurisdiction. This benefit resulted in an overall income tax benefit, rather than an income tax provision in the second quarter of fiscal
2011
.
|
(2)
|
In the second quarter of fiscal
2012
, we recorded a tax benefit in the amount of
$1.6 million
from the release of a deferred tax valuation allowance recorded in a non-U.S. jurisdiction. This benefit resulted in an overall income tax benefit, rather than an income tax provision in the second quarter of fiscal
2012
.
|
(3)
|
In the fourth quarter of fiscal
2012
, we recorded an income tax benefit in the amount of
$25.5 million
from the release of deferred tax asset valuation allowances due to deferred tax liabilities established on the acquired identifiable intangible assets from our acquisition of MicroProbe and
$3.3 million
benefit from the settlement of patent litigation in conjunction with the acquisition of MicroProbe. The fourth quarter of fiscal 2012 includes the following Microprobe operating activity:
$19.8 million
in revenue,
$5.4 million
amortization of intangibles,
$2.6 million
release of pre-existing backlog, $3.5 million release of inventory fair value step-up and
$0.2 million
charge for step-up depreciation on fixed assets resulting in a net loss of
$6.4 million
.
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|
|||||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No
|
|
Date of
First Filing
|
|
Exhibit
Number
|
|
Filed
Herewith
|
|||||
2.01***
|
|
|
Agreement and Plan of Merger dated as of August 31, 2012 among Astria Semiconductor Holdings, Inc., FormFactor, Inc., ELM Acquisition, Inc. and Fortis Advisors LLC, as Equityholder Representative
|
|
10-Q/A
|
|
|
000-50307
|
|
|
1/23/2013
|
|
|
33.01
|
|
|
|
3.01
|
|
|
Amended and Restated Certificate of Incorporation of the Registrant as filed with the Delaware Secretary of State on June 17, 2003
|
|
S-1
|
|
|
333-109815
|
|
|
10/20/2003
|
|
|
3.01
|
|
|
|
3.02
|
|
|
Amended and Restated Bylaws of the Registrant
|
|
8-K
|
|
|
000-50307
|
|
|
5/25/2005
|
|
|
3.02
|
|
|
|
4.01
|
|
|
Specimen Common Stock Certificate
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/28/2002
|
|
|
4.01
|
|
|
|
10.01+
|
|
|
Form of Indemnity Agreement
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/28/2002
|
|
|
10.01
|
|
|
|
10.02+
|
|
|
Form of Change of Control Severance Agreement
|
|
10-K
|
|
|
000-50307
|
|
|
3/14/2005
|
|
|
10.48
|
|
|
|
10.03+
|
|
|
1996 Stock Option Plan, and form of option grant
|
|
S-1
|
|
|
333-86738
|
|
|
4/22/2002
|
|
|
10.03
|
|
|
|
10.04+
|
|
|
Incentive Option Plan, and form of option grant
|
|
S-1
|
|
|
333-86738
|
|
|
4/22/2002
|
|
|
10.04
|
|
|
|
10.05+
|
|
|
Management Incentive Option Plan, and form of option grant
|
|
S-1
|
|
|
333-86738
|
|
|
4/22/2002
|
|
|
10.05
|
|
|
|
10.06+
|
|
|
2002 Equity Incentive Plan, as amended, and forms of plan agreements
|
|
10-Q
|
|
|
000-50307
|
|
|
5/4/2011
|
|
|
10.06
|
|
|
|
10.07+
|
|
|
2002 Employee Stock Purchase Plan, as amended
|
|
10-Q
|
|
|
000-50307
|
|
|
8/7/2007
|
|
|
10.01
|
|
|
|
10.08+
|
|
|
Key Employee Bonus Plan, as amended
|
|
10-Q
|
|
|
000-50307
|
|
|
5/7/2007
|
|
|
10.01
|
|
|
|
10.09+
|
|
|
Equity Incentive Plan, as amended and restated effective April 18, 2012, and forms of plan agreements
|
|
|
|
|
|
|
|
|
|
X
|
||||
10.10+
|
|
|
Employee Stock Purchase Plan, as amended and restated April 18, 2012
|
|
|
|
|
|
|
|
|
|
X
|
||||
10.11
|
|
|
Pacific Corporate Center Lease by and between Greenville Holding Company LLC (successor to Greenville Investors, L.P.) ("Greenville") and the Registrant dated May 3, 2001
|
|
S-1/A
|
|
|
333-86738
|
|
|
6/10/2003
|
|
|
10.18
|
|
|
|
10.12
|
|
|
First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/7/2003
|
|
|
10.18.1
|
|
|
|
10.13
|
|
|
Pacific Corporate Center Lease by and between Greenville and the Registrant dated May 3, 2001
|
|
S-1/A
|
|
|
333-86738
|
|
|
6/10/2003
|
|
|
10.19
|
|
|
|
10.14
|
|
|
First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/7/2003
|
|
|
10.19.1
|
|
|
|
10.15
|
|
|
Pacific Corporate Center Lease by and between Greenville and the Registrant dated May 3, 2001
|
|
S-1/A
|
|
|
333-86738
|
|
|
6/10/2003
|
|
|
10.2
|
|
|
|
10.16+
|
|
|
First Amendment to Pacific Corporate Center Lease by and between Greenville and the Registrant dated January 31, 2003
|
|
S-1/A
|
|
|
333-86738
|
|
|
5/7/2003
|
|
|
10.20.1
|
|
|
|
10.17+
|
|
|
Pacific Corporate Center Lease by and between Greenville and the Registrant dated September 7, 2004, as amended by First Amendment to Building 6 Lease dated August 16, 2006
|
|
10-Q
|
|
|
000-50307
|
|
|
11/7/2006
|
|
|
10.01
|
|
|
|
10.18+
|
|
|
Employment Letter Agreement, dated September 2, 2010, between Thomas St. Dennis and FormFactor, Inc.
|
|
8-K
|
|
|
000-50307
|
|
|
9/17/2010
|
|
|
99.01+
|
|
|
|
10.19+
|
|
|
Employment Offer Letter, dated August 29, 2012 to Mike Slessor
|
|
|
|
|
|
|
|
|
|
X
|
||||
21.01
|
|
|
List of Registrant's subsidiaries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
23.01
|
|
|
Consent of Independent Registered Public Accounting Firm
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
24.01
|
|
|
Power of Attorney (included on the signature page of this Form 10-K)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
31.01
|
|
|
Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
31.02
|
|
|
Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
32.01*
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.INS**
|
|
|
XBRL Instance Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.SCH**
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.CAL**
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.DEF**
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.LAB**
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
101.PRE**
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
X
|
*
|
This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
|
**
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
|
***
|
Confidential treatment has been requested for portions of this document. The schedules, exhibits, and annexes to this exhibit have been omitted in reliance Item 601(b)(2) of Regulation S-K and will be furnished supplementally to the SEC upon request.
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
•
|
Medical, Dental and Vision Insurance Benefits
|
•
|
Short-Term and Long-Term Disability Insurance Coverage
|
•
|
Group Life Insurance
|
•
|
Paid Time-Off (or vacation and sick leave, as applicable)
|
•
|
401k Plan with match
|
•
|
Section 125 Flex Spending Plan
|
•
|
Employee Assistance Program
|
•
|
Employee Stock Purchase Plan
|
•
|
On or following the Closing Date, a restricted stock unit award for 60,000 Company shares, which will vest in three equal annual installments from the grant date.
|
•
|
On or following the Closing Date, a performance-based restricted stock unit award for 30,000 Company shares at target, that will be earned (between 0% and 125% of such target) based on 2013 performance, as set forth on Exhibit A hereto. If earned, the award will be eligible for service-based vesting in an amount equal to 50% of the earned award in the first quarter of 2014 after the Compensation Committee determines whether the 2013 performance criteria were met and 50% on the one-year anniversary of such determination.
|
•
|
In addition, at a later date, we expect that the Compensation Committee will grant you a performance-based restricted stock unit award for 50,000 Company shares at target, that will be earned based on 2014 performance, as set forth on Exhibit A hereto. If earned, the award will be eligible for service-based vesting in an amount equal to 50% of the earned award in the first quarter of 2015 after the
|
|
31
st
day of
August
, 2012
|
Revenue
|
Gross Margin
|
% PRSUs Earned
|
Gross Margin
|
% PRSUs Earned
|
$115M
|
40%
|
30%
|
43%
|
50%
|
$120M
|
40%
|
80%
|
43%
|
100%
|
$125M
|
40%
|
105%
|
43%
|
125%
|
•
|
Below $115M Revenue,
or
below 40% Gross Margin, results in 0% of the PRSUs being earned.
|
•
|
If a Revenue goal in the table above is achieved, then for Gross Margin achievement between 40% and 43%, linear interpolation will be used to determine the percentage of PRSUs earned between the amounts set forth in the applicable line item in the table above.
|
•
|
125% is the maximum Multiplier.
|
•
|
Below $130M Revenue,
or
below 40% Gross Margin, results in 0% of the PRSUs being earned.
|
•
|
If a Revenue goal in the table above is achieved, then for Gross Margin achievement between 40% and 43%, linear interpolation will be used to determine the percentage of PRSUs earned between the amounts set forth in the applicable line item in the table above.
|
•
|
125% is the maximum Multiplier.
|
SUBSIDIARY NAME
|
|
JURISDICTION OF ORGANIZATION
|
FormFactor Electronics Trading (Shanghai) Co., Ltd.
|
People's Republic of China
|
|
FormFactor Germany GmbH
|
Germany
|
|
FormFactor Hungary Licensing Limited Liability Company
|
Hungary
|
|
FormFactor International, Inc.
|
Delaware, United States
|
|
FormFactor, KK
|
Japan
|
|
FormFactor Korea, Inc.
|
South Korea
|
|
FormFactor Pte. Ltd.
|
Singapore
|
|
FormFactor Singapore Pte. Ltd.
|
Singapore
|
|
Astria Semiconductor Holdings, Inc
|
Delaware, United States
|
|
Micro-Probe Incorporated
|
California, United States
|
|
Microprobe HongKong Limited
|
Hong Kong
|
|
Microprobe Technology (Suzhou) Limited
|
People's Republic of China
|
|
Microprobe Pte. Limited (Singapore)
|
Singapore
|
|
The Micromanipulator Co., Inc
|
Delaware, United States
|
1.
|
I have reviewed the Annual Report on Form 10-K of FormFactor, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
March 13, 2013
|
/s/ THOMAS ST. DENNIS
|
|
|
Thomas St. Dennis
Chief Executive Officer
(Principal Executive Officer and Director)
|
1.
|
I have reviewed the Annual Report on Form 10-K of FormFactor, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
March 13, 2013
|
/s/ MICHAEL M. LUDWIG
|
|
|
Michael M. Ludwig
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
(1)
|
the annual report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of FormFactor, Inc. for the periods presented therein.
|
Date:
|
March 13, 2013
|
/s/ THOMAS ST. DENNIS
|
|
|
Thomas St. Dennis
Chief Executive Officer
(Principal Executive Officer and Director)
|
Date:
|
March 13, 2013
|
/s/ MICHAEL M. LUDWIG
|
|
|
Michael M. Ludwig
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|