e10vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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(Mark One) |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 25, 2004 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period
from to |
Commission file number: 000-50307
FormFactor, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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13-3711155 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
7005 Southfront Road, Livermore, California 94551
(Address of principal executive offices, including zip
code)
(925) 290-4000
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
None
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock
Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K. o
The aggregate market value of the registrants common
stock, par value $0.001 per share, held by non-affiliates of the
registrant as of December 25, 2004, based on the closing
sales price of the registrants common stock on
June 26, 2004, the last business day of the
registrants most recently completed second fiscal quarter,
as reported by the Nasdaq National Market, was $635,307,722.
Shares of the registrants common stock held by each
executive officer and director have been excluded in that such
persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination
for other purposes.
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange
Act). Yes þ No o
The number of shares of the registrants common stock, par
value $0.001 per share, outstanding as of March 07,
2005 was 37,442,515 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive Proxy Statement for
the 2005 Annual Meeting of Stockholders, which will be filed
within 120 days of the end of the fiscal year ended
December 25, 2004, are incorporated by reference in
Part III hereof. Except with respect to information
specifically incorporated by reference in this Form 10-K,
the Proxy Statement is not deemed to be filed as a part of this
Form 10-K.
FormFactor, Inc.
Form 10-K for the Fiscal Year Ended December 25,
2004
Index
FormFactor, the FormFactor logo and its product and technology
names, including MicroSpring, MicroForce, MicroLign, MOST and
TRE, are trademarks or registered trademarks of FormFactor in
the United States and other countries. All other trademarks,
trade names or service marks appearing in this Annual Report on
Form 10-K are the property of their respective owners.
This Annual Report on Form 10-K is for the year ended
December 25, 2004. This Annual Report modifies and
supersedes documents filed prior to this Annual Report.
Information we file with the SEC in the future automatically
updates and supersedes information contained in this Annual
Report. Throughout this Annual Report, we refer to FormFactor,
Inc. and its consolidated subsidiaries as FormFactor, the
Company, we, us, and
our. Our fiscal years end on the last Saturday in
December. Our last five fiscal years ended December 30,
2000, December 29, 2001, December 28, 2002,
December 27, 2003, and December 25, 2004, respectively.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K of FormFactor, Inc. and its
consolidated subsidiaries contains forward-looking statements
within the meaning of the Securities Exchange Act of 1934 and
the Securities Act of 1933, which are subject to risks,
uncertainties and assumptions that are difficult to predict. The
forward-looking statements include statements, among other
things, concerning our business strategy (including anticipated
trends and developments in, and management plans for, our
business and the markets in which we operate) financial results,
operating results, revenues, gross margin, operating expenses,
products, projected costs and capital expenditures, research and
development programs, sales and marketing initiatives and
competition. In some cases, you can identify these statements by
forward-looking words, such as may,
might, will, could,
should, expect, plan,
anticipate, believe,
estimate, predict, intend
and continue, the negative or plural of these words
and other comparable terminology. The forward-looking statements
are only predictions based on our current expectation and our
projections about future events. All forward-looking statements
included in this Annual Report are based upon information
available to us as of its filing date. 10-K. You should not
place undue reliance on these forward-looking statements. We
undertake no obligation to update any of these statements for
any reason. These forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or
achievements to differ materially from those expressed or
implied by these statements. These factors include and you
should carefully consider the risks and uncertainties discussed
in the section entitled Item 7: Managements
Discussion and Analysis of Financial Condition and Results of
Operations Trends, Risks and Uncertainties,
and elsewhere in this Annual Report.
PART I
FormFactor designs, develops, manufactures, sells and supports
precision, high performance advanced semiconductor wafer probe
cards. Semiconductor manufacturers use the Companys wafer
probe cards to perform wafer probe test on the whole wafer in
the front end of the semiconductor manufacturing process. The
Company introduced its first wafer probe card based on its
MicroSpring interconnect technology in 1995. The Company offers
products that are custom designed for semiconductor
manufacturers unique wafer designs and enable them to
reduce their overall cost of test.
In fiscal 2004, we benefited from semiconductor
manufacturers ongoing transition to 300mm wafer
fabrication facilities and to transitions to new chip designs
and architectures. As a result, in fiscal 2004 our revenues grew
by 81% and our earnings grew by over 300% as compared to fiscal
2003, demonstrating significant operating leverage for the
Companys business activities. In fiscal 2004, the Company
also moved its corporate headquarters to its new campus facility
and started the transition of its manufacturing operations. This
transition is ongoing and includes the funding and bring-up of a
new manufacturing clean room facility. While this transition has
resulted in significant start-up costs, in fiscal 2004 we were
able to fund these costs from our operating cash flows.
Products
FormFactors products are based on its proprietary
technologies, including its MicroSpring interconnect technology
and design tools. The Companys MicroSpring interconnect
technology, which includes resilient spring-like contact
elements, enables the Company to produce wafer probe cards for
applications that require reliability, speed, precision and
signal integrity. FormFactor manufactures its MicroSpring
contact elements through precision micro-machining and scalable
semiconductor-like wafer fabrication processes. The
Companys MicroSpring contacts are springs that optimize
the relative amounts of force on, and across, a bond pad during
the test process and maintain their shape and position over a
range of compression. These characteristics allow FormFactor to
achieve reliable, electrical contact on either clean or oxidized
surfaces, including bond pads on a wafer. For many device
applications, the MicroSpring contacts enable the Companys
wafer probe cards to make hundreds of thousands of touchdowns
with minimal maintenance. The
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MicroSpring contact can be attached to many surfaces, or
substrates, including printed circuit boards, silicon wafers,
ceramics and various metalized surfaces.
Since its original conception, the MicroSpring contact has
evolved into a library of spring shapes and technologies. The
Companys designers use this library to design an optimized
custom wafer probe card for each application. Since developing
this fundamental technology, FormFactor has broadened and
refined it to respond to the increasing demands of smaller,
faster and more complex semiconductors. The Company continues to
invest in research and development activities around its
interconnect technology as the Companys MicroSpring
contacts have scaled in size with the evolution of
semiconductors.
FormFactor MicroSpring contacts include geometrically precise
tip structures. These tip structures are the parts of the
Companys wafer probe cards that come into contact with the
chips, and are manufactured using proprietary semiconductor-like
processes. These tip structures enable precise contact with
small bond pad sizes and pitches. The Companys technology
allows it to specifically design the geometries of the contact
tip in order to ensure the most precise and predictable
electrical contact is achieved for a customers particular
application.
The Companys wafer probe cards are custom products that
are designed to order for its customers unique wafer
designs. For certain high parallelism test applications, the
Companys products require large area contact array sizes
because they must accommodate over 13,000 simultaneous contacts.
This requirement poses fundamental challenges that include the
planarity of the array, the force needed to make contact and the
need to touch all bond pads with equal accuracy. FormFactor has
developed wafer probe cards that use array sizes ranging from 50
mm x 50 mm up to greater than 160 mm x 160 mm, in combination
with complex multi-layer printed circuit boards designed by the
Company. The Companys current DRAM contacting technology
allows its products to contact up to 256 DRAM chips in parallel.
FormFactors current flash contacting technology allows its
wafer probe cards to contact up to 796 flash chips in parallel.
The Company has invested and intends to continue to invest
considerable resources in its wafer probe card design tools and
processes. These tools and processes enable automated routing
and trace length adjustment within the Companys printed
circuit boards and greatly enhance the Companys ability to
rapidly design and lay out complex printed circuit board
structures. FormFactors proprietary design tools also
enable it to design wafer probe cards particularly suited for
testing todays low voltage, high power chips. Low voltage,
high frequency chips require superior power supply performance,
and the Companys MicroSpring interconnect technology is
used to provide a very low inductance, low resistance electrical
path between the power source and the chip under test.
In July 2004, the Company publicly announced its
PH150Stm
wafer probe card. The PH150S wafer probe card leverages the
Companys proprietary technologies, including its
MicroSpring contact and design technologies and its precision
micro machining manufacturing processes, to test 300 mm
DRAM or Flash memory wafers in as few as four touchdowns. The
PH150S wafer probe card addresses the test issues and expands
test capacity of capital equipment by enabling higher test
throughput, producing a lower total cost of test for memory
manufacturers.
Because FormFactor customers typically use the Companys
wafer probe cards in a wide range of operating temperatures, as
opposed to conducting wafer probe test at one predetermined
temperature, the Company has designed thermal compensation
characteristics into its products. The Company selects its wafer
probe card materials after careful consideration of the
potential range of test operating temperatures and designs its
wafer probe cards to provide for a precise match with the
thermal expansion characteristics of the wafer under test. As a
result, FormFactor wafer probe cards generally are able to
accurately probe over a large range of operating temperatures.
This feature enables the Companys customers to use the
same wafer probe card for both low and high temperature testing
without a loss of performance. In addition, for those testing
situations that require positional accuracy at a specific
temperature, the Company has designed wafer probe cards
optimized for testing at such temperatures.
FormFactors many spring shapes, different
geometrically-precise tip structures, various array sizes and
diverse printed circuit board layouts enable a wide variety of
solutions for its customers. The Companys
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designers select the most appropriate of these elements, or
modify or improve upon such existing elements, and integrate
them with the Companys other technologies to deliver a
custom solution optimized for the customers requirements.
Customers
FormFactors customers include manufacturers in the DRAM,
flash and logic markets. The Companys customers use its
wafer probe cards to test DRAM chips including DDR, RDRAM, SDRAM
and EDRAM, static RAM chips, NOR and NAND flash memory chips,
serial data devices, chipsets, microprocessors and
microcontrollers.
In fiscal 2004, sales to four customers accounted for 64.8% of
the Companys revenues. In fiscal 2003, sales to four
customers accounted for 66.2% of the Companys revenues. In
fiscal 2002, sales to three customers accounted for
approximately 67.9% of the Companys revenues.
The customers accounting for these revenues were as follows:
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Fiscal 2004 |
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Fiscal 2003 |
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Fiscal 2002 |
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Intel Corporation
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14.5 |
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30.1 |
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26.9 |
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Spirox Corporation
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20.0 |
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13.4 |
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20.9 |
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Elpida
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18.7 |
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12.4 |
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Infineon Technologies AG
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11.6 |
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10.3 |
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20.1 |
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Less than 10% of revenues. |
Except as identified above, no customer accounted for more than
10% of the Companys revenues during any of the last three
fiscal years.
Manufacturing
The Company manufactures its products at its facilities in
Livermore, California. FormFactors proprietary
manufacturing processes include wirebonding, photolithography,
plating and metallurgical processes, dry and electro-deposition,
and complex interconnection system design. The critical steps in
the Companys manufacturing process are performed in a
Class 100 clean room environment. FormFactor also expends
resources on the assembly and test of its wafer probe cards and
on quality control.
In 2004 the Company started transitioning its manufacturing
operations to its new campus facility. Once the Company
completes the bring-up of its new manufacturing facility and any
required third party qualification requirements, the new
facility is expected to increase the efficiency of the
Companys manufacturing operations.
FormFactor depends upon suppliers for some critical components
of its manufacturing processes, including ceramic substrates and
complex printed circuit boards, and for materials used in its
manufacturing processes. Some of these components and materials
are supplied by a single vendor. Generally, the Company relies
on purchase orders rather than long-term contracts with its
suppliers, which subjects the Company to risks including price
increases and component shortages. Management continues to
evaluate alternative sources of supply for these components and
for materials.
FormFactor maintains a repair and service capability in
Livermore, California. The Company provides service and
maintenance capabilities in its service center in Seoul, South
Korea. The Company also has a repair and service center in
Dresden, Germany and Tokyo, Japan.
Research, Development and Engineering
The semiconductor industry is subject to rapid technological
change and new product introductions and enhancements.
Management believes that the Companys continued commitment
to research and development and timely introduction of new and
enhanced wafer probe test solutions and other technologies
related to
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its MicroSpring interconnect technology is integral to
maintaining its competitive position. FormFactor has and is
continuing to invest considerable time and resources in creating
structured processes for undertaking, tracking and completing
the Companys development projects, and plans to implement
those developments into new product or technology offerings. The
Company expects to continue to allocate significant resources to
these efforts and to use automation and information technology
to provide additional efficiencies in the Companys
research and development activities.
FormFactor has historically devoted on average approximately 15%
of its revenues to research and development programs. Research
and development expenses were $19.8 million for fiscal
2004, $15.6 million for fiscal 2003 and $14.6 million
for fiscal 2002.
The Companys research and development and product
engineering activities are directed by individuals with
significant expertise and industry experience. As of
December 25, 2004, the Company had 91 employees in research
and development.
Sales and Marketing
FormFactor sells its products utilizing a proprietary sales
model that emphasizes the customers total cost of
ownership as it relates to the costs of test. With this sales
model, the Company strives to demonstrate how test costs can be
reduced by simulating the customers test floor
environment, including testers and probers, utilizing its
products and comparing the overall cost of test to that of
conventional wafer probe cards.
The Company sells its products worldwide primarily through its
direct sales force, a distributor and independent sales
representatives. As of December 25, 2004, FormFactor had 13
sales professionals. In North America, the Company sells its
products through its direct sales force. In Europe, the
Companys local sales team works with independent sales
representatives. In South Korea, the Company sells its products
through its direct sales force. In Taiwan, China and Singapore,
FormFactor sells through Spirox Corporation, the Companys
regional distributor. In Japan, the Company sells its products
through its Tokyo-based direct sales force.
The Companys marketing staff, located in Livermore,
California and Tokyo, Japan, works closely with customers to
understand their businesses, anticipate trends and define
products that will provide significant technical and economic
advantages to its customers.
FormFactor also utilizes a highly skilled team of field
application engineers that support the Companys customers
as they integrate the Companys products into their
manufacturing processes. Through this process, the Company
develops a close understanding of product and customer
requirements, accelerating its customers production ramps.
Environmental Matters
FormFactor is subject to U.S. federal and state and foreign
governmental laws and regulations relating to the protection of
the environment. Management believes that the Company complies
with all material environmental laws and regulations that apply
to FormFactor. In late 2003 and early 2004 FormFactor received
notices from the California Department of Toxic Substances
Control and the Bay Area Air Quality Management District
regarding violations of certain environmental regulations.
FormFactor promptly took appropriate steps to address all of the
violations noted, believes that all such violations were
addressed, and sent correspondence to the agencies confirming
such corrective steps. In 2003, the Company resolved a Notice of
Violation from the Bay Area Air Quality Management District
through its corrective action and a payment of $2,100. In 2004,
the Company resolved a Notice of Violation from the California
Department of Toxic Substances Control through its corrective
action and payment in the amount of $7,750, resolved a Notice of
Violation from the Bay Area Air Quality Management District
through its corrective action and payment in the amount of
$1,000, and resolved a Citation and Notification of Penalty from
the California Division of Occupational Safety and Health
through its corrective action and payment in the amount of $150.
In February and April 2004, the Company received a total of four
notices from the City of Livermore Water Resources Division
regarding violations of Applicable Discharge Limits in relation
to certain of its Wastewater
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Discharge/ Chemical Storage permits. In March 2004, the Company
reported to appropriate authorities release of a fuel/water
mixture resulting in a Notice of Violation from the City of
Livermore Water Resources Division. The Company believes it
instituted appropriate corrective actions in all cases.
Notwithstanding the Companys corrective action, the
Notices of Violation remain unresolved and the Company may be
subject to a penalty or additional enforcement actions based
thereupon. In August 2004, the Company reported to the
appropriate authorities overflow of wastewater. The Company has
not yet received any formal notices from an agency or
governmental authority regarding any potential violation or
notice of violation; and the matter, to date, remains unresolved.
In the future, the Company may receive environmental violation
notices, and that final resolution of the violations identified
by these notices could harm its operating results. New laws and
regulations, stricter enforcement of existing laws and
regulations, the discovery of previously unknown contamination
at the Companys or others sites or the imposition of
new cleanup requirements also could harm the Companys
operating results.
Competition
The highly competitive wafer probe card market is comprised of
many domestic and foreign companies, and has historically been
fragmented with many local suppliers servicing individual
customers. Current and potential competitors in the wafer probe
card market include Advantest Corporation, AMST Co., Ltd.,
Cascade Microtech, Inc., Feinmetall GmbH, Japan Electronic
Materials Corporation, Kulicke and Soffa Industries, Inc.,
Micronics Japan Co., Ltd., Phicom Corporation, SCS Hightech,
Inc., and Tokyo Electron Ltd., among others. In addition to the
ability to address wafer probe card performance issues, the
primary competitive factors in the Companys industry
include product quality and reliability, price, total cost of
ownership, lead times, the ability to provide prompt and
effective customer service, field applications support and
timeliness of delivery.
Some of FormFactors competitors are also suppliers of
other types of test equipment or other semiconductor equipment,
or offer both advanced wafer probe cards and needle probe cards,
and may have greater financial and other resources than the
Company does. The Company expects that its competitors will
enhance their current wafer probe products and may introduce new
products that will be competitive with FormFactors wafer
probe cards. In addition, new competitors, including test
equipment manufacturers, may offer new technologies that reduce
the value of the Companys wafer probe cards.
Additionally, semiconductor manufacturers may implement chip
designs that include built-in self-test capabilities or similar
functions or methodologies that increase test throughput and
eliminate some or all of the Companys current competitive
advantages. The Companys ability to compete favorably is
also negatively impacted by low volume orders that do not meet
its present minimum volume requirements, by very short cycle
time requirements that the Company cannot meet because of its
design or manufacturing processes, by long-standing
relationships between its competitors and certain semiconductor
manufacturers, and by semiconductor manufacturer test strategies
that include low performance semiconductor testers.
Intellectual Property
FormFactors success depends in part upon its ability to
maintain and protect its proprietary technology and to conduct
the Companys business without infringing the proprietary
rights of others. The Company relies on a combination of
patents, trade secret laws, trademarks and contractual
restrictions on disclosure to protect its intellectual property
rights.
As of December 25, 2004, the Company had 266 issued
patents, of which 142 are United States patents and 124 are
foreign patents. The expiration dates of these patents range
from 2013 to 2023. FormFactors issued patents cover the
Companys core interconnect technology, as well as some of
its inventions related to wafer probe cards and testing,
wafer-level packaging and test, sockets and assemblies and
chips. In addition, as of December 25, 2004, FormFactor had
329 patent applications pending worldwide, including 113 United
States applications, 200 foreign national or regional stage
applications and 16 Patent Cooperation Treaty applications. The
Company cannot predict whether its current patent applications,
or any future patent
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applications that the Company may file, will result in a patent
being issued with the scope of the claims FormFactor seeks, or
at all, or whether any patents that the Company may receive will
be challenged or invalidated. Even if additional patents are
issued, FormFactors patents might not provide sufficiently
broad coverage to protect its proprietary rights or to avoid a
third party claim against one or more of its products or
technologies.
FormFactor has both registered and unregistered trademarks,
including FormFactor, MicroSpring, MicroForce, MicroLign, MOST,
PH150S, S200, TRE and the FormFactor logo.
FormFactor routinely requires its employees, customers,
suppliers and potential business partners to enter into
confidentiality and non-disclosure agreements before the Company
discloses to them any sensitive or proprietary information
regarding its products, technology or business plans. The
Company requires employees to assign to it proprietary
information, inventions and other intellectual property they
create, modify or improve.
Legal protections afford only limited protection for the
Companys proprietary rights. Despite the Companys
efforts to protect its proprietary rights, unauthorized parties
may attempt to copy aspects of its products or to obtain and use
information that the Company regards as proprietary. Others
might independently develop similar or competing technologies or
methods or design around the Companys patents. In
addition, leading companies in the semiconductor industry have
extensive patent portfolios and other intellectual property with
respect to semiconductor technology. In the future, FormFactor
might receive claims that it is infringing intellectual property
rights of others or that its patents or other intellectual
property rights are invalid. FormFactor has received in the
past, and may receive in the future, communications from third
parties inquiring about our interest in licensing certain of
their intellectual property or more generally identifying
intellectual property that may be of interest to the Company.
FormFactor has invested significant time and resources in its
technology, and as a part of its ongoing efforts to protect the
intellectual property embodied in its proprietary technology,
including its MicroSpring interconnect technology, the Company
will be required to enforce its intellectual property rights
against any infringing third parties. In February 2004, the
Company filed in the Seoul Southern District Court, located in
Seoul, South Korea, two separate complaints against Phicom
Corporation, a Korean corporation, alleging infringement of a
total of four Korean patents issued to FormFactor, and is
seeking injunctive relief. In March 2004, Phicom filed in
the Korean Intellectual Property Office invalidity actions
challenging the validity of some or all of the claims of each of
the four Company patents at issue. In November 2004, the
Korean Intellectual Property Office dismissed Phicoms
challenges against three of the patents-at-issue, but did not
rule on the fourth. Phicom has appealed the dismissals of the
challenges.
On March 4, 2005, the Company filed a patent infringement
lawsuit in federal district court in Oregon against Phicom
charging that it is willfully infringing four U.S. patents
that cover key aspects of FormFactors wafer probe cards.
The complaint in this action alleges that Phicom has
incorporated the Companys proprietary technology into its
products and seeks both injunctive relief and monetary damages.
As of the date of this Annual Report, Phicom had not responded
to this complaint.
Other third parties have initiated challenges in foreign patent
offices against other Company patents. While the Company does
not have a monetary damages exposure in these various invalidity
proceedings, it is possible the Company will incur material
expenses in defending its intellectual property at issue.
Litigation may be necessary to defend against claims of
infringement or invalidity, to determine the validity and scope
of the Companys proprietary rights or those of others, to
enforce the Companys intellectual property rights or to
protect its trade secrets. If FormFactor threatens or initiates
litigation, the Company may be subject to claims by third
parties against which it must defend. Intellectual property
litigation, whether or not resolved in the Companys favor,
is expensive and time-consuming and could divert
managements attention from running FormFactors
business. If an infringement claim against the Company resulted
in an adverse ruling, FormFactor could be required to pay
substantial damages, cease the use or sale of infringing
products, spend significant resources to develop non-infringing
technology, discontinue the use of certain technology or obtain
a license to the technology. Management cannot predict whether a
license agreement would be available, or whether the terms and
conditions would be acceptable to the Company. In addition, many
of FormFactor
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customer contracts contain provisions that require the Company
to indemnify its customers for third party intellectual property
infringement claims, which would increase the cost to FormFactor
of an adverse ruling in such a claim. An adverse determination
could also prevent the Company from licensing its technologies
and methods to others.
Employees
As of December 25, 2004, FormFactor had 485 full-time
employees, including 91 in research and development, 52 in sales
and marketing, 38 in general and administrative functions, and
304 in operations. By region, 447 of the Companys
employees were in North America, 22 in Japan, 11 in South Korea
and 5 in Europe. No employees are currently covered by a
collective bargaining agreement. The Company believes that its
relations with its employees is good.
Available Information
Our Internet website is located at http://www.formfactor.com.
Please note that information on our website is not incorporated
by reference in this Annual Report on Form 10-K. We make
available free of charge on our website our annual report on
Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act, as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the
Securities and Exchange Commission.
The public may also read and copy any materials that we file
with the SEC at the SECs Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. The public may
obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC also maintains an
Internet website that contains reports, proxy and information
statements and other information regarding us and other issuers
that file electronically with the SEC. The SECs Internet
website is located at http://www.sec.gov.
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Item 1A: |
Our Executive Officers |
The names of the Companys executive officers, their ages
as of December 25, 2004 and their positions with
FormFactor are set forth below.
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Name |
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Age |
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Position |
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Dr. Igor Y. Khandros
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50 |
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Chief Executive Officer and Director |
Joseph R. Bronson
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56 |
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President, Member of the Office of the Chief Executive Officer
and Director |
Jens Meyerhoff
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40 |
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Chief Operating Officer and Chief Financial Officer |
Benjamin N. Eldridge
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45 |
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Senior Vice President of Development and Chief Technical Officer |
Yoshikazu Hatsukano
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65 |
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Senior Vice President of Asia-Pacific Operations and President
of FormFactor K.K. |
Peter B. Mathews
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42 |
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Senior Vice President of Worldwide Sales |
Stuart L. Merkadeau
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43 |
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Senior Vice President, General Counsel and Secretary |
Richard Mittermaier
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42 |
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Principal Accounting Officer |
Dr. Igor Y. Khandros founded FormFactor in April
1993. Dr. Khandros has served as the Companys
President and Chief Executive Officer and as Director since
April 1993. He also served as President from April 1993 to
November 2004. From 1990 to 1992, Dr. Khandros served as
the Vice President of Development of Tessera, Inc., a provider
of chip scale packaging technology that he co-founded. From 1986
to 1990, he was employed at the Yorktown Research Center of IBM
Corporation as a member of the technical staff and a manager.
From 1979 to 1985, Dr. Khandros was employed at ABEX
Corporation, a casting foundry and
9
composite parts producer, as a research metallurgist and a
manager, and he was an engineer from 1977 to 1978 at the
Institute of Casting Research in Kiev, Russia. Dr. Khandros
holds a M.S. equivalent degree in metallurgical engineering from
Kiev Polytechnic Institute in Kiev, Russia, and a Ph.D. in
metallurgy from Stevens Institute of Technology.
Joseph R. Bronson has served as our President and a
member of the Office of the Chief Executive Officer since
November 2004. Mr. Bronson has also served as a Director
since April 2002. He was an executive Vice President of Applied
Materials, Inc., a manufacturer of semiconductor wafer
fabrication equipment from December 2000 to October 2004, and a
member of the Office of the President and the Chief Financial
Officer of Applied Materials from January 1998 to October 2004.
Mr. Bronson served as a Senior Vice President and as the
Chief Administrative Officer of Applied Materials from January
1998 to December 2002, and as a Group Vice President of Applied
Materials from April 1994 to January 1998. Mr. Bronson
serves on the Board of Directors of two publicly traded
companies, Jacob Engineering Group Inc. and Advanced Energy
Industries, Inc. Mr. Bronson is a Certified Public
Accountant and holds a B.S. in accounting from Fairfield
University and a M.B.A. from the University of Connecticut.
Benjamin N. Eldridge has served as the Companys
Senior Vice President of Development and Chief Technical Officer
since September 2000. Mr. Eldridge also served as the
Companys Vice President of Development from June 1997 to
September 2000, as the Companys Director of Development
from June 1995 to June 1997 and as the Companys Manager of
Development Engineering from November 1994 to May 1995. From
1984 to October 1994, he was employed at the TJ Watson Research
Center of IBM Corporation, where he held various engineering
positions in the Physical Sciences and Computer Science
departments. Mr. Eldridge holds a B.S. in electrical
engineering from Union College and a M.S. in physics from
Rensselaer Polytechnic Institute.
Yoshikazu Hatsukano has served as the Companys
Senior Vice President of Asia-Pacific Operations since April
2001, and as the President of FormFactor K.K., a wholly owned
subsidiary, since December 1998. From 1961 to October 1998,
Mr. Hatsukano was employed by various companies affiliated
with Hitachi, Ltd., where he held several management positions
including the President of Hitachi Micro Systems, Inc. from 1991
to October 1998 and the Vice General Manager of the Hitachi
Semiconductor Design and Development Center from 1990 to 1991.
Mr. Hatsukano holds a B.S. in electronics from Kyoto
University in Kyoto, Japan.
Peter B. Mathews has served as the Companys Senior
Vice President of Worldwide Sales since October 2003.
Mr. Mathews served as the Companys Vice President of
Worldwide Sales from April 1999 to September 2003, and as the
Companys Director, Worldwide Sales and Business
Development from March 1997 to April 1999. From May 1992 to
March 1997, Mr. Mathews was employed at MicroModule
Systems, a manufacturer of multichip modules and interconnect
test products, where he most recently held the position of
Director of Marketing and Business Development. From 1989 to May
1992, he served as the U.S. Sales Manager for the Advanced
Packaging Systems Division of Raychem Corporation, a component
manufacturer for electronic and energy applications that was
acquired by Tyco Electronics Ltd. Mr. Mathews holds a B.S.
in chemical engineering from Cornell University.
Stuart L. Merkadeau has served as a Senior Vice President
since October 2003 and as the Companys General Counsel and
Secretary since October 2002. Mr. Merkadeau served as one
of the Companys Vice Presidents from October 2002 to
September 2003, and as the Companys Vice President of
Intellectual Property from July 2000 to October 2002. From 1990
to July 2000, Mr. Merkadeau practiced law as an associate
and then a partner with Graham & James LLP, where he
specialized in licensing and strategic counseling in
intellectual property matters. Mr. Merkadeau is admitted to
practice in California and registered to practice before the
U.S. Patent and Trademark Office. Mr. Merkadeau holds
a B.S. in industrial engineering from Northwestern University
and a J.D. from the University of California at Los Angeles.
Jens Meyerhoff has served as the Companys Chief
Operating Officer since April 2004 and as the Companys
Chief Financial Officer since August 2000. He served as the
Senior Vice President of Operations from January 2003 to April
2004. He served as a Senior Vice President from August 2000 to
January 2003, and as the Companys Secretary from April
2002 to October 2002. From March 1998 to August 2000,
Mr. Meyerhoff served as the Chief Financial Officer and the
Senior Vice President, Materials at Siliconix
10
Incorporated, a manufacturer of power and analog semiconductor
products. From 1991 to February 1998, Mr. Meyerhoff was
employed in various corporate controller and financial positions
with the North American subsidiaries as well as the German
headquarters of Daimler-Benz AG. Mr. Meyerhoff holds a
German Wirtschaftsinformatiker degree, which is the equivalent
of a finance and information technology degree, from
Daimler-Benzs Executive Training program.
Richard Mittermaier has served as the Companys
Principal Accounting Officer and Director of Accounting since
November 2004. He joined the Company in November 2000 as Senior
Accounting Manager and has 10 years of accounting-related
experience in the United States and, prior to that, 5 years
of accounting-related experience with Daimler Benz AG in
Germany. Mr. Mittermaier will transition from his interim
role as the Companys Principal Accounting Officer when
Ronald C. Foster assumes his role as the Companys
dedicated Chief Financial Officer and Principal Accounting
Officer in March 2005.
FormFactors corporate headquarters is located in
Livermore, California and includes administrative,
manufacturing, engineering, and research and development
facilities. The Company leases its corporate headquarters. In
addition, FormFactor also leases office, repair and service,
and/or research and development space internationally.
FormFactors started moving operations to a new facility in
Livermore, California in the fourth quarter of 2004. The new
facility is comprised of a campus of four buildings totaling
approximately 131,000 square feet. The Company presently
leases all or part of these four buildings. The leases expire at
various times through 2012. We believe that our existing and
planned facilities are suitable for our current needs.
Information concerning FormFactors principal properties as
of December 25, 2004 is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Square |
|
|
Location |
|
Principal Use |
|
Footage |
|
Ownership |
|
|
|
|
|
|
|
Livermore, CA
|
|
Corporate headquarters, product design, |
|
|
278,597 |
|
|
Leased |
|
(includes the new facility and all
other Livermore, CA space) |
|
manufacturing, engineering, distribution, research and
development |
|
|
|
|
|
|
Tokyo, Japan
|
|
Sales office, marketing, research and development, product
design and field service |
|
|
8,891 |
|
|
Leased |
Seoul, Korea
|
|
Sales office, product design, field service, service and repair
center |
|
|
7,608 |
|
|
Leased |
Dresden, Germany
|
|
Service and repair center |
|
|
755 |
|
|
Leased |
Munich, Germany
|
|
Sales office |
|
|
162 |
|
|
Leased |
|
|
Item 3: |
Legal Proceedings |
From time to time, the Company may be subject to legal
proceedings and claims in the ordinary course of business. As of
the date of this Annual Report, the Company was not involved in
any material legal proceedings, other than as set forth below.
On February 24, 2004, the Company filed in the Seoul
Southern District Court, located in Seoul, South Korea, two
separate complaints against Phicom Corporation, a Korean
corporation, alleging infringement of a total of four Korean
patents issued to FormFactor. One Complaint alleges that Phicom
is infringing FormFactors Korean Patent Nos. 252,457,
entitled Method of Fabricating Interconnections Using
Cantilever Elements and Sacrificial Substrates, and
324,064, entitled Contact Tip Structures for
Microelectronic Interconnection Elements and Methods of Making
Same. The other Complaint alleges Phicom is infringing
FormFactors Korean Patent Nos. 278,342, entitled
Method of Altering the Orientation of Probe Elements in a
Probe Card Assembly, and 399,210, entitled Probe
Card Assembly. Both of the Complaints seek injunctive
relief. The court actions are a part of FormFactors
ongoing efforts to protect the intellectual property embodied in
its proprietary technology, including its MicroSpring
interconnect technology.
11
On or about March 19, 2004, Phicom filed in the Korean
Intellectual Property Office invalidity actions challenging the
validity of some or all of the claims of each of the four
Company patents at issue. The Korean Intellectual Property
Office has dismissed Phicoms challenges against three of
the patents-at-issue, and has not ruled on the fourth. Phicom
has appealed the dismissals of the challenges.
On March 4, 2005, the Company filed a patent infringement
lawsuit in federal district court in Oregon against Phicom
charging that it is willfully infringing four U.S. patents
that cover key aspects of the Companys wafer probe cards.
The complaint in this action alleges that Phicom has
incorporated FormFactor proprietary technology into its products
and seeks both injunctive relief and monetary damages. The
U.S. patents identified in the complaint are
U.S. Patent No. 5,974,662, entitled Method of
Planarizing Tips of Probe Elements of a Probe Card
Assembly, U.S. Patent No. 6,246,247, entitled
Probe Card Assembly and Kit, and Methods of Using
Same, U.S. Patent No. 6,624,648, entitled
Probe Card Assembly and U.S. Patent
No. 5,994,152, entitled Fabricating Interconnects and
Tips Using Sacrificial Substrates. As of the date of this
Annual Report, Phicom had not yet responded to this complaint.
The Company could incur material expenses in these litigations.
|
|
Item 4: |
Submission of Matters to a Vote of Security Holders |
None.
PART II
|
|
Item 5: |
Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities |
Price Range of Common Stock
The Common Stock of FormFactor has been listed on the Nasdaq
National Market under the symbol FORM since
June 12, 2003. Prior to this time, there was no public
market for FormFactors Common Stock. The following table
sets forth the range of high and low sales prices per share as
reported on the Nasdaq National Market for the periods indicated.
|
|
|
|
|
|
|
|
|
Fiscal Year 2004 |
|
High | |
|
Low | |
|
|
| |
|
| |
First Quarter
|
|
$ |
21.90 |
|
|
$ |
17.61 |
|
Second Quarter
|
|
|
22.52 |
|
|
|
17.22 |
|
Third Quarter
|
|
|
22.45 |
|
|
|
16.36 |
|
Fourth Quarter
|
|
|
28.51 |
|
|
|
18.80 |
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2003 |
|
High | |
|
Low | |
|
|
| |
|
| |
Second Quarter (from June 12, 2003)
|
|
$ |
21.00 |
|
|
$ |
16.21 |
|
Third Quarter
|
|
|
23.07 |
|
|
|
17.00 |
|
Fourth Quarter
|
|
|
27.69 |
|
|
|
17.55 |
|
As of March 7, 2005, there were approximately 168
registered holders of record of the Companys Common Stock.
Dividend Policy
FormFactor has never declared or paid cash dividends on its
common stock. Because of certain features of our preferred stock
outstanding prior to our initial public offering in June 2003,
we were required to record non-cash dividends on the preferred
stock. FormFactor currently expects to retain all available
funds and any future earnings for use in the operation and
development of its business. Accordingly, FormFactor does not
anticipate declaring or paying cash dividends on its common
stock in the foreseeable future.
12
Use of Initial Public Offering Proceeds
The Securities and Exchange Commission declared
FormFactors first registration statement, which it filed
on Form S-1 (Registration No. 333-86738) under the
Securities Act of 1933 in connection with the initial public
offering of its common stock, effective on June 11, 2003.
Through this registration statement, FormFactor registered
6,505,305 shares on its behalf and 394,695 shares on
behalf of certain stockholders of FormFactor. All of the shares
of FormFactors common stock that it registered were sold
for an aggregate public offering price of $96.6 million.
The net proceeds to the Company after paying underwriting
discounts and commissions and offering costs was approximately
$82.0 million. In addition, the selling stockholders paid
approximately $2.7 million to FormFactor from their net
proceeds in the offering to repay loans FormFactor had made to
them. As of December 25, 2004, the Company invested the net
proceeds of the offering in short-term investment-grade,
interest bearing instruments.
13
|
|
Item 6: |
Selected Financial Data |
The following selected consolidated financial data are derived
from FormFactors consolidated financial statements. This
data should be read in conjunction with FormFactors
consolidated financial statements and the related notes, and
Item 7: Managements Discussion and Analysis of
Financial Condition and Results of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dec. 30, | |
|
Dec. 29, | |
|
Dec. 28, | |
|
Dec. 27, | |
|
Dec. 25, | |
|
|
2000 | |
|
2001 | |
|
2002 | |
|
2003 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands, except per share data) | |
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
56,406 |
|
|
$ |
73,433 |
|
|
$ |
78,684 |
|
|
$ |
98,302 |
|
|
$ |
177,762 |
|
Cost of revenues
|
|
|
28,243 |
|
|
|
38,385 |
|
|
|
39,456 |
|
|
|
49,929 |
|
|
|
90,159 |
|
Stock-based compensation
|
|
|
|
|
|
|
73 |
|
|
|
426 |
|
|
|
612 |
|
|
|
626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
28,163 |
|
|
|
34,975 |
|
|
|
38,802 |
|
|
|
47,761 |
|
|
|
86,977 |
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
11,995 |
|
|
|
14,619 |
|
|
|
14,592 |
|
|
|
15,569 |
|
|
|
19,813 |
|
|
Selling, general and administrative
|
|
|
15,434 |
|
|
|
18,500 |
|
|
|
17,005 |
|
|
|
19,044 |
|
|
|
29,018 |
|
|
Stock-based compensation
|
|
|
259 |
|
|
|
601 |
|
|
|
2,039 |
|
|
|
2,550 |
|
|
|
2,033 |
|
|
Restructuring charges
|
|
|
|
|
|
|
1,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
27,688 |
|
|
|
35,100 |
|
|
|
33,636 |
|
|
|
37,163 |
|
|
|
50,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
475 |
|
|
|
(125 |
) |
|
|
5,166 |
|
|
|
10,598 |
|
|
|
36,113 |
|
Interest and other income (expense), net
|
|
|
1,719 |
|
|
|
477 |
|
|
|
642 |
|
|
|
1,566 |
|
|
|
2,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
2,194 |
|
|
|
352 |
|
|
|
5,808 |
|
|
|
12,164 |
|
|
|
39,063 |
|
Benefit (provision) for income taxes
|
|
|
(115 |
) |
|
|
(307 |
) |
|
|
3,558 |
|
|
|
(4,649 |
) |
|
|
(13,885 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
2,079 |
|
|
|
45 |
|
|
|
9,366 |
|
|
|
7,515 |
|
|
|
25,178 |
|
Preferred stock dividend
|
|
|
(3,988 |
) |
|
|
(4,830 |
) |
|
|
(5,272 |
) |
|
|
(2,340 |
) |
|
|
|
|
Amount allocated to participating preferred stockholders
|
|
|
|
|
|
|
|
|
|
|
(3,479 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common stockholders
|
|
$ |
(1,909 |
) |
|
$ |
(4,785 |
) |
|
$ |
615 |
|
|
$ |
5,165 |
|
|
$ |
25,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share available to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
(0.57 |
) |
|
$ |
(1.19 |
) |
|
$ |
0.14 |
|
|
$ |
0.25 |
|
|
$ |
0.67 |
|
|
Diluted
|
|
$ |
(0.57 |
) |
|
$ |
(1.19 |
) |
|
$ |
0.10 |
|
|
$ |
0.19 |
|
|
$ |
0.63 |
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
3,370 |
|
|
|
4,032 |
|
|
|
4,413 |
|
|
|
21,012 |
|
|
|
37,647 |
|
|
Diluted
|
|
|
3,370 |
|
|
|
4,032 |
|
|
|
5,906 |
|
|
|
29,280 |
|
|
|
40,054 |
|
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents, marketable securities and restricted cash
|
|
$ |
16,897 |
|
|
$ |
27,576 |
|
|
$ |
37,178 |
|
|
$ |
181,820 |
|
|
$ |
193,733 |
|
Working capital
|
|
|
23,391 |
|
|
|
31,074 |
|
|
|
40,641 |
|
|
|
190,844 |
|
|
|
205,105 |
|
Total assets
|
|
|
47,499 |
|
|
|
62,264 |
|
|
|
77,955 |
|
|
|
239,236 |
|
|
|
302,566 |
|
Long-term debt, less current portion
|
|
|
521 |
|
|
|
1,167 |
|
|
|
625 |
|
|
|
|
|
|
|
|
|
Redeemable convertible preferred stock and warrants
|
|
|
55,129 |
|
|
|
65,201 |
|
|
|
65,201 |
|
|
|
|
|
|
|
|
|
Deferred stock based compensation, net
|
|
|
(184 |
) |
|
|
(4,051 |
) |
|
|
(10,782 |
) |
|
|
(7,902 |
) |
|
|
(5,413 |
) |
Total stockholders equity (deficit)
|
|
|
(18,586 |
) |
|
|
(17,582 |
) |
|
|
(4,604 |
) |
|
|
215,014 |
|
|
|
265,175 |
|
14
|
|
Item 7: |
Managements Discussion and Analysis of Financial
Condition and Results of Operations |
The following discussion and analysis of our financial
condition and results of operations should be read in
conjunction with our consolidated financial statements and the
related notes included elsewhere in this Annual Report on
Form 10-K. In addition to historical consolidated financial
information, the following discussion and analysis contains
forward-looking statements that involve risks, uncertainties and
assumptions as described under the Note Regarding
Forward-Looking Statements that appears earlier in this
Form 10-K. Our actual results could differ materially from
those anticipated by these forward-looking statements as a
result of many factors, including those discussed under
Trends, Risks and Uncertainties and elsewhere in
this Form 10-K.
Overview
We design, develop, manufacture, sell and support precision,
high performance advanced semiconductor wafer probe cards.
Semiconductor manufacturers use our wafer probe cards to perform
wafer probe test on the whole semiconductor wafer in the front
end of the semiconductor manufacturing process. After the
fabrication of a semiconductor wafer, the chips on the wafer are
subject to wafer probe test. During wafer probe test, a wafer
probe card is mounted in a prober, which is in turn connected to
a semiconductor tester, and the wafer probe card is used as an
interface to connect electronically with and test individual
chips on a wafer. At the core of our product offering are our
proprietary technologies, including our MicroSpring interconnect
technology and design processes. Our MicroSpring interconnect
technology includes a resilient contact element manufactured at
our production facilities in Livermore, California.
We operate in a single industry segment for the design,
development, manufacture, sale and support of precision, high
performance advanced semiconductor wafer probe cards, and, to
date we have derived our revenues primarily from the sale of
wafer probe cards incorporating our MicroSpring interconnect
technology.
We were formed in 1993 and in 1995 introduced our first
commercial product. During 1996, we introduced the
industrys first memory wafer probe card capable of testing
up to 32 devices in parallel. Our revenues increased from
$1.1 million in fiscal 1995 to $177.8 million in
fiscal 2004. Management focuses on various external measures
that impact our performance, including for example,
semiconductor manufacturer technology transitions, semiconductor
manufacturing wafer fabrication facility expansions;
semiconductor device architecture changes and implementations,
and new market developments.
We work closely with our customers to design, develop and
manufacture custom wafer probe cards. Each wafer probe card is a
custom product that is specific to the chip and wafer designs of
the customer. Our customers, in turn, operate in the highly
cyclical semiconductor industry and are subject to severe
fluctuations in the demand for their products. Because of the
nature of our customers and our business, our revenue growth is
driven in significant part by the number of new semiconductor
designs, that our customers develop, the technology transitions
involved in these designs and our customers production
volumes. In the past, this has resulted in our being subject to
demand fluctuations that have resulted in significant variations
of revenues, expenses and results of operations in the periods
presented. We expect these fluctuations, and the resulting
variations in our financial results, to continue in future
periods.
The majority of our sales are directly to semiconductor
manufacturers. In fiscal 2004, sales to four customers accounted
for 64.8% of the Companys revenues. Because the
semiconductor industry is a relatively concentrated industry, we
believe that sales to a limited number of customers will
continue to account for a substantial part of our business. We
generally have limited backlog and therefore we rely upon orders
that are booked and shipped in the same quarter for a majority
of our revenues. Our backlog increased from $25.3 million
at December 27, 2003 to $32.9 million at
December 25, 2004. We manufacture our wafer probe cards
based on order backlog and customer commitments. Backlog
includes only orders for which written authorizations have been
accepted, shipment dates within 12 months have been
assigned and revenue has not been recognized. In addition,
backlog includes service revenue for existing product service
agreements to be earned within the next 12 months. In
addition to direct sales we also have significant sales to our
distributor in Taiwan. Sales to our distributor were 20.0% of
revenues in fiscal 2004. Sales to our distributor were 13.4% of
revenues in fiscal 2003 and 22.6% of revenues in fiscal 2002. We
sold our products in Japan through a
15
distributor until March 31, 2002, when we began to sell
directly in Japan. Currently, we have one distributor, Spirox
Corporation, which serves Taiwan, Singapore and China. We also
have the ability to sell our products directly to customers in
that region.
We believe the following information is key to understanding our
business, our financial statements and the remainder of this
discussion and analysis of our financial condition:
Fiscal Year. Our fiscal year ends on the last Saturday in
December. The fiscal years ended December 25, 2004,
December 27, 2003 and December 28, 2002 had
52 weeks each.
Revenues. We derive our revenues from product sales,
license and development fees and royalties. Wafer probe card
sales accounted for 99.9% of our revenues in fiscal 2004, 99.8%
of our revenues in fiscal 2003 and 99.9% of our revenues in
fiscal 2002. Revenues from licensing of our design and
manufacturing technologies have historically been insignificant.
Increases in revenues have resulted from increased demand for
our existing products, the introduction of new, more complex
products and the penetration of new markets. Revenues from our
customers are subject to both quarterly, annual and other
fluctuations due to design cycles, technology adoption rates and
cyclicality of the different end markets into which our
customers products are sold. We expect that revenues from
the sale of wafer probe cards will continue to account for
substantially all of our revenues for the foreseeable future.
Cost of Revenues. Cost of revenues consists primarily of
manufacturing materials, payroll and manufacturing-related
overhead. Our manufacturing operations rely upon a limited
number of suppliers to provide key components and materials for
our products, some of which are sole source suppliers. We order
materials and supplies based on backlog and forecasted customer
orders. Tooling and setup costs related to changing
manufacturing lots at our suppliers are also included in the
cost of revenues. We expense all warranty costs and inventory
reserves or write-offs of inventory as cost of revenues.
We design, manufacture and sell a fully custom product into a
market that is subject to significant cyclicality and demand
fluctuations. Wafer probe cards are complex products, custom to
every specific chip design and have to be delivered on
lead-times of most manufacturers cycle times. It is
therefore common to start production and to acquire production
materials ahead of the receipt of an actual purchase order.
Wafer probe cards are manufactured in low volumes, therefore,
material purchases are often subject to minimum purchase order
quantities in excess of our actual demand. Inventory valuation
adjustments for these factors are considered a normal component
of cost of revenues.
Research and Development. Research and development
expenses include expenses related to product development,
engineering and material costs. All research and development
costs are expensed as incurred. We devoted 11.2%, 15.8% and
18.5% of our revenues to research and development programs in
fiscal 2004, 2003 and 2002, respectively. We plan to continue to
invest a significant amount in research and development
activities to develop new technologies for current and new
markets and new applications.
Selling, General and Administrative. Selling, general and
administrative expenses include expenses related to sales,
marketing and administrative personnel, internal and outside
sales representatives commissions, market research and
consulting, and other marketing and sales activities. We expect
that selling expenses will increase as revenues increase, and we
expect that general and administrative expenses will increase in
absolute dollars to support future operations, as well as from
the additional costs of being a publicly traded company
including compliance with Sarbanes-Oxley. As revenues increase,
we expect selling, general and administrative expenses to
decline as a percentage of revenues.
Stock-Based Compensation. In connection with the grant of
stock options to employees in fiscal 2001, fiscal 2002, and in
fiscal 2003 through our initial public offering in June 2003, we
recorded an aggregate of $14.3 million in deferred
stock-based compensation. These options are considered
compensatory because the fair value of our stock determined for
financial reporting purposes is greater than the fair value
determined on the date of the grant. In addition, we recorded an
aggregate of $1.0 million in deferred stock-based
compensation in fiscal 2004 related to the issuance of
restricted stock. As of December 25, 2004, we had an
aggregate of $5.4 million of deferred stock-based
compensation remaining to be amortized. This deferred
stock-based compensation balance would be amortized, absent
adoption of FASB 123R, as follows:
16
$2.8 million during fiscal 2005; $1.7 million during
fiscal 2006; $831,000 during fiscal 2007. We are amortizing this
deferred stock-based compensation on a straight-line basis over
the vesting period of the related options, which is generally
four to five years. For options granted to employees to date,
the amount of stock-based compensation amortization to be
recognized in future periods could decrease if options for which
deferred but unvested compensation has been recorded are
forfeited.
Provision for Income Taxes. On October 22, 2004,
President Bush signed the American Jobs Creation Act (the
Act) into law. The Act contains provisions that might
affect our future effective tax rate. Among other things, the
Act will provide a one-time dividends received deduction for
certain foreign earnings repatriated during a one-year period
and the replacement of the current extraterritorial income
exclusion with a deduction with respect to income of certain
U.S. manufacturing activities. The provisions of the Act do
not impact the fiscal year 2004 financial statements under
current accounting rules. While we are currently evaluating the
future impact of the Act, we do not anticipate the impact from
the provision of a one-time dividends received deduction on the
2005 effective tax rate would be material due to immaterial
accumulated amount of foreign earnings. We are currently
evaluating the impact from the provision of
U.S. manufacturing activities on the 2005 effective tax
rate.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures
in conformity with accounting principles generally accepted in
the United States of America requires us to make judgments,
assumptions and estimates that affect the amounts reported.
Note 2 of our Notes to Consolidated Financial Statements
describes the significant accounting policies used in the
preparation of our consolidated financial statements. Certain of
these significant accounting policies are considered to be
critical accounting policies. A critical accounting policy is
defined as a policy that is both material to the presentation of
our consolidated financial statements and requires management to
apply judgments that could have a material effect on our
financial condition and results of operations.
Our discussion and analysis of our financial condition and
results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires
us to make estimates and judgments that affect the reported
amount of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an
on-going basis, we evaluate our estimates, including those
related to allowance for doubtful receivables, inventories,
investments, income taxes, warranty obligations, contingencies,
litigation and accrual for other liabilities. We base our
estimates on historical experience and on various other
assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. For excess
component costs, the estimates are dependent on our expected use
of such components and the size of the minimum order quantity
imposed by the vendor in relation to our inventory requirements.
Because this can vary in each situation, actual results may
differ from these estimates under different assumptions or
conditions.
Estimates and assumptions about future events and their effects
cannot be determined with certainty. These estimates may change
as new events occur, as additional information is obtained and
as our operating environment changes. These changes have
historically been minor and have been included in the
consolidated financial statements as soon as they became known.
In addition, we are periodically faced with uncertainties, the
outcomes of which are not within our control and will not be
known for prolonged periods of time. These uncertainties are
discussed in the section below entitled Trends, Risks and
Uncertainties. Based on a critical assessment of our
accounting policies and the underlying judgments and
uncertainties affecting the application of those policies, we
believe that our consolidated financial statements are fairly
stated in accordance with accounting principles generally
accepted in the United States of America, and provide a
meaningful presentation of our financial condition and results
of operations.
17
We believe that the following are critical accounting policies:
Revenue Recognition. We recognize revenue in accordance
with Securities and Exchange Commission Staff Accounting
Bulletin No. 104, Revenue Recognition in
Financial Statements, which supersedes SAB 101.
SAB 104 requires that four basic criteria must be met
before revenue can be recognized: (1) persuasive evidence
of an arrangement exists; (2) delivery has occurred or
services have been rendered; (3) the fee is fixed or
determinable; and (4) collectibility is reasonably assured.
Determination of criteria (2) and (4) are based on
managements judgments regarding the fixed nature of the
fee charged for services rendered and products delivered and the
collectibility of those fees. Should changes in conditions cause
management to determine these criteria are not met for certain
future transactions, revenue for those transactions could be
deferred and revenue recognized for current reporting periods
could be adversely affected.
Revenues from product sales to customers other than distributors
are recognized upon shipment or delivery depending upon the
terms of sale and reserves are provided for estimated
allowances. We defer recognition of revenues on sales to
distributors until the distributor confirms an order from its
customer. Revenues from licensing of our design and
manufacturing technology, which have been insignificant to date,
are recognized over the term of the license agreement or when
the significant contractual obligations have been fulfilled.
Warranty Reserve. We provide for the estimated cost of
product warranties at the time revenue is recognized. While we
engage in extensive product quality programs and processes,
including actively monitoring and evaluating the quality of our
component suppliers, our warranty obligation is affected by
product failure rates, material usage and service delivery costs
incurred in correcting a product failure. We continuously
monitor product returns for warranty and maintain a reserve for
the related expenses based upon our historical experience and
any specifically identified field failures. As we sell new
products to our customers, we must exercise considerable
judgment in estimating the expected failure rates. This
estimating process is based on historical experience of similar
products, the estimated warranty period, which is generally
9 to 18 months, as well as various other
assumptions that we believe to be reasonable under the
circumstances. Should actual product failure rates, material
usage or service delivery costs differ from our estimates,
revisions to the estimated warranty liability would be required.
From time to time, we may be subject to additional costs related
to warranty claims from our customers. If and when this occurs,
we generally make significant judgments and estimates in
establishing the related warranty liability. This estimating
process is based on historical experience, communication with
our customers, and various assumptions that we believe to be
reasonable under the circumstances. This additional warranty
would be recorded in the determination of net income in the
period in which the additional cost was identified.
Inventory Reserve. We state our inventories at the lower
of cost, computed on a first in, first out basis, or market. We
record inventory reserve for estimated obsolescence or
unmarketable inventories equal to the difference between the
cost of inventories and the estimated market value based upon
assumptions about future demand and market conditions. If actual
market conditions are less favorable than those projected by
management, additional inventory reserve would be required.
Inventory reserves once established are not reversed until the
related inventory has been scrapped or sold.
Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of. We account for the impairment of long-lived
assets in accordance with Statement of Financial Accounting
Standard, or SFAS, No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. We evaluate
the carrying value of our long-lived assets whenever certain
events or changes in circumstances indicate that the carrying
amount of these assets may not be recoverable. Such events or
circumstances include, but are not limited to, a prolonged
industry downturn, a significant decline in our market value or
significant reductions in projected future cash flows.
Significant judgments and assumptions are required in the
forecast of future operating results used in the preparation of
the estimated future cash flows, including profit margins,
long-term forecasts of the amounts
18
and timing of overall market growth and our percentage of that
market, groupings of assets, discount rates and terminal growth
rates. In addition, significant estimates and assumptions are
required in the determination of the fair value of our tangible
long-lived assets, including replacement cost, economic
obsolescence, and the value that could be realized in orderly
liquidation. Changes in these estimates could have a material
adverse effect on the assessment of our long-lived assets,
thereby requiring us to write down the assets. Our net
long-lived assets as of December 25, 2004 and
December 27, 2003, included property and equipment of
$59.4 million and $22.6 million, respectively.
Accounting for Income Taxes. We account for income taxes
under the provisions of SFAS No. 109, Accounting
for Income Taxes. Under this method, we determine deferred
tax assets and liabilities based upon the difference between the
financial statement and tax bases of assets and liabilities
using enacted tax rates in effect for the year in which the
differences are expected to affect taxable income. The tax
consequences of most events recognized in the current
years financial statements are included in determining
income taxes currently payable. However, because tax laws and
financial accounting standards differ in their recognition and
measurement of assets, liabilities, equity, revenue, expenses,
gains and losses, differences arise between the amount of
taxable income and pre-tax financial income for a year and
between the tax bases of assets or liabilities and their
reported amounts in the financial statements. Because it is
assumed that the reported amounts of assets and liabilities will
be recovered and settled, respectively, a difference between the
tax basis of an asset or a liability and its reported amount in
the balance sheet will result in a taxable or a deductible
amount in some future years when the related liabilities are
settled or the reported amounts of the assets are recovered,
hence giving rise to a deferred tax asset. We must then assess
the likelihood that our deferred tax assets will be recovered
from future taxable income and to the extent we believe that
recovery is not likely, we must establish a valuation allowance.
As part of the process of preparing our consolidated financial
statements, we are required to estimate our income taxes. This
process involves estimating our actual current tax exposure
together with assessing temporary differences that may result in
deferred tax assets. Management judgment is required in
determining any valuation allowance recorded against our net
deferred tax assets. Any such valuation allowance would be based
on our estimates of taxable income and the period over which our
deferred tax assets would be recoverable. While management has
considered future taxable income and ongoing prudent and
feasible tax planning strategies in assessing the need for the
valuation allowance, if we were to determine that we would not
be able to realize all or part of our net deferred tax assets in
the future, an adjustment to the deferred tax assets would
result in additional income tax expense in such period.
In fiscal 2002, we released our valuation allowance because,
based upon our recurring level of profitability, we believed
that it was more likely than not that we would be able to
utilize our deferred tax assets before they expired. In fiscal
2003 and 2004, given our increasing levels of profitability, we
concluded that it is more likely than not that we will be able
to utilize our deferred tax assets before they expire.
We calculate our current and deferred tax provision based on
estimates and assumptions that could differ from the actual
results reflected in income tax returns filed. Differences
between tax provision and tax return may occur and such
adjustments are recorded when identified, which is generally in
the third quarter of the subsequent year for U.S. federal
and state provisions.
The amount of income taxes we pay is subject to ongoing audits
by federal, state and foreign tax authorities which might result
in proposed assessments. Our estimate for the potential outcome
for any uncertain tax issue is judgmental in nature. However, we
believe we have adequately provided for any reasonable
foreseeable outcome related to those matters. Our future results
may include favorable or unfavorable adjustments to our
estimated tax liabilities in the period the assessments are made
or resolved or when statutes of limitation on potential
assessments expire.
19
Results of Operations
The following table presents our historical operating results
for the periods indicated as a percentage of revenues:
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|
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|
|
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|
|
|
|
|
Fiscal Year Ended | |
|
|
| |
|
|
Dec. 28, | |
|
Dec. 27, | |
|
Dec. 25, | |
|
|
2002 | |
|
2003 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Revenues
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of revenues
|
|
|
50.1 |
|
|
|
50.8 |
|
|
|
50.7 |
|
Stock-based compensation
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|
|
0.5 |
|
|
|
0.6 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
Gross margin
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|
|
49.4 |
|
|
|
48.6 |
|
|
|
48.9 |
|
Operating expenses:
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|
|
|
|
|
|
|
|
|
|
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|
Research and development
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18.5 |
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15.8 |
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11.2 |
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|
Selling, general and administrative
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21.6 |
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19.4 |
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|
|
16.3 |
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|
Stock-based compensation
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|
2.6 |
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|
2.6 |
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|
1.1 |
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Total operating expenses
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42.7 |
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37.8 |
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28.6 |
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|
|
|
|
|
|
|
|
Operating income
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|
|
6.7 |
|
|
|
10.8 |
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|
|
20.3 |
|
Interest and other income, net
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|
|
0.8 |
|
|
|
1.6 |
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|
|
1.7 |
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|
|
|
|
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|
|
Income before income taxes
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7.5 |
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|
12.4 |
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|
22.0 |
|
Benefit (provision) for income taxes
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|
|
4.5 |
|
|
|
(4.7 |
) |
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|
(7.8 |
) |
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|
|
|
|
|
|
|
|
Net income
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|
|
12.0 |
|
|
|
7.7 |
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|
|
14.2 |
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|
|
|
|
|
|
|
|
|
|
Preferred stock dividend
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|
|
(6.7 |
) |
|
|
(2.4 |
) |
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|
|
|
Amount allocated to participating preferred stockholders
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|
(4.4 |
) |
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Net income available to common stockholders
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|
0.9 |
% |
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|
5.3 |
% |
|
|
14.2 |
% |
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|
|
|
|
|
|
|
|
|
|
|
Fiscal Years Ended December 25, 2004 and
December 27, 2003 |
Revenues. Revenues for fiscal 2004 were
$177.8 million compared with $98.3 million for fiscal
2003, an increase of $79.5 million, or 80.9%. The
$79.5 million increase was due primarily to an increase of
$62.3 million in revenues from DRAM manufacturers, an
increase of $20.9 million from manufacturers of flash
memory devices and an increase of $613,000 in other revenues and
a decrease of $4.3 million in revenues from manufacturers
of flip chip devices. Revenues continued to grow across all
regions as conventional probe cards continue to be replaced by
advanced wafer test technologies and more test was performed at
the wafer level. The build out of 300mm wafer production
capacity brought additional demand for wafer probe cards as part
of our customers overall capacity expansion. New applications
like mobile RAM, the transition to 110 nanometer technologies,
as well as design wins in Flash memory contributed to the
overall growth in revenues.
Revenues for the fourth quarter of 2004 were negatively impacted
by approximately $5.0 million due to a severe decline in
our production yields caused by contamination of our existing
wafer production line at our old production facility.
The majority of revenues for fiscal 2004 were generated by sales
of wafer probe cards to manufacturers of DRAM devices. Sales of
wafer probe cards to test DRAM devices accounted for
$122.6 million, or 69.0% of revenues for fiscal 2004
compared to $60.3 million, or 61.3% of revenues, for fiscal
2003. The increase was primarily due to a general increase in
customer bit production volume as well as the continued
execution of major DRAM transitions to 110 and sub 110 nanometer
technology, 512 megabit density, 300mm capacity ramps,
DDR II architecture and mobile RAM applications.
Revenues generated from sales to flash memory device
manufacturers increased from $18.1 million for fiscal 2003
to $39.0 million for fiscal 2004. The increase was driven
by strong bit growth and the demand for
20
high parallelism flash memory test products as well as the
continued ramp in 300mm capacity. We do not currently expect to
continue to realize a 100% growth rate in future fiscal years.
Revenues from manufacturers of flip chip logic devices decreased
to $14.5 million for fiscal 2004 from $18.8 million
for fiscal 2003 due to design and mix shift at our customers as
well as our continued capacity constraints during 2004.
Revenues by geographic region for fiscal 2004 as a percentage of
revenues were 35.8% in North America, 13.3% in Europe, 25.5% in
Japan and 25.4% in Asia Pacific. Revenues by geographic region
for fiscal 2003 as a percentage of revenues were 50.1% in North
America, 10.3% in Europe, 20.1% in Japan and 19.5% in Asia
Pacific. The increase in the percentage of revenues in Japan was
primarily due to increased sales to a manufacturer of DRAM
devices. The decrease in the percentage for revenues in North
America was primarily due to the decrease in sales to
manufacturers for flip chip logic devices.
The following customers accounted for more than 10% of our
revenues for fiscal 2004 or fiscal 2003:
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Fiscal 2004 |
|
Fiscal 2003 |
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|
|
|
Intel Corporation
|
|
|
14.5 |
% |
|
|
30.1 |
% |
Spirox Corporation
|
|
|
20.0 |
% |
|
|
13.4 |
% |
Elpida
|
|
|
18.7 |
% |
|
|
12.4 |
% |
Infineon Technologies AG
|
|
|
11.6 |
% |
|
|
10.3 |
% |
Gross Margin. Gross margin as a percentage of revenues
was 48.9% for fiscal 2004 compared with 48.6% for fiscal 2003.
Gross margin remained stable due to higher revenues despite
$5.0 million of start up costs for our new factory. Gross
margin was negatively impacted by approximately 1.1% due a
severe decline in our wafer yields caused by contamination in
our existing production line at our old production facility
during the fourth quarter. We will continue to incur startup
expenses relating to our new factory in 2005, including
non-recurring personnel and material expenses required for the
new site ramp and qualification as well as redundancy costs for
maintaining two production sites in parallel.
Research and Development. Research and development
expenses increased to $19.8 million, or 11.2% of revenues,
for fiscal 2004 compared to $15.6 million, or 15.8% of
revenues, for fiscal 2003. The increase in absolute dollars was
mainly due to an increase of approximately $2.3 million in
personnel costs and an increase of approximately
$1.9 million in development program materials and related
costs. During fiscal 2004, we continued our development of next
generation parallelism products, fine pitch memory and logic
products, advanced MicroSpring interconnect technology and new
process technologies. We are currently building a dedicated
research and development line as part of our new site project,
as we believe it is critical to continue to make significant
investments in research and development.
Selling, General and Administrative. Selling, general and
administrative expenses were $29.0 million for fiscal 2004,
or 16.3% of revenues, compared to $19.0 million, or 19.4%
of revenues, for fiscal 2003. The increase in absolute dollars
was mainly due to an increase of approximately $4.2 million
in personnel related expenses, an increase of $547,000 in
commissions to our sales representatives driven by the increase
in revenues and an increase of $3.4 million in outside
professional services that primarily related to patent
litigation and SarbanesOxley Act of 2002 compliance
expenses.
Interest and Other Income (Expense), Net. Interest and
other income (expense), net was $2.9 million for fiscal
2004 compared with $1.6 million for fiscal 2003. We
generated greater interest income in 2004 resulting from a
larger cash, cash equivalents and marketable securities balance
throughout fiscal 2004 as a result of the completion of our
initial public offering and follow-on public offering in 2003,
partially offset by approximately $270,000 in foreign currency
losses. In addition, we recognized a gain contingency relating
to a cash refund of consumption tax paid in Japan of
approximately $1.0 million.
Benefit (Provision) for Income Taxes. Provision for
income taxes was $13.9 million for fiscal 2004 compared to
$4.6 million for 2003. The higher income tax expense for
2004 was primarily due to an increase of consolidated pretax
earnings from $12.1 million for 2003 to $39.1 million
for 2004. Our annual effective tax
21
rate for 2004 was 35.5% compared to 38.2% for 2003. The decrease
in our 2004 effective tax rate was primarily due to our shifting
investments from taxable to tax-exempt interest-bearing
securities beginning in fiscal 2004 and a decrease in our
nondeductible stock-based compensation expense in fiscal 2004.
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|
Fiscal Years Ended December 27, 2003 and
December 28, 2002 |
Revenues. Revenues for fiscal 2003 were
$98.3 million compared to $78.7 million for fiscal
2002, an increase of $19.6 million, or 24.9%. The
$19.6 million increase was due primarily to an increase of
$5.5 million in revenues from DRAM manufacturers, an
increase of $8.9 million from manufacturers of flash memory
devices, an increase of $5.1 million in revenues from a
manufacturer of chipsets and an increase of $200,000 in other
revenues.
The majority of revenues for fiscal 2003 were generated by sales
of wafer probe cards to manufacturers of DRAM devices. Sales of
wafer probe cards to test DRAM devices accounted for
$60.3 million, or 61.3% of revenues for fiscal 2003
compared to $54.8 million, or 69.6% of revenues, for fiscal
2002. The increase in revenues from DRAM manufacturers was
driven primarily by an increased demand from the continued
transitioning of DRAM manufacturers to higher device density,
new advanced technology nodes, to 300 mm wafer size and new
architectures, like DDR II.
Continued business momentum, increased design and customer wins
at manufacturers of flash memory devices increased our revenues
in the market segment for fiscal 2003 compared to fiscal 2002.
Revenues generated from sales to flash memory device
manufacturers for fiscal 2003 were $18.1 million compared
with $9.2 million for fiscal 2002, an increase of 97%.
Revenues from manufacturers of microprocessor and other flip
chip devices increased to $18.8 million for fiscal 2003
from $13.7 million for fiscal 2002. Revenues for fiscal
2003 benefited from new product introductions, such as our 175
pitch MicroSpring contact technology and MicroForce probing
technology solutions for flip chip logic applications introduced
in the second quarter of 2003 with production shipments
occurring in the third quarter of 2003. The significant customer
concentration for these products will continue to drive quarter
to quarter cyclicality from these tooling cycles.
Revenues by geographic region for fiscal 2003 as a percentage of
revenues were 50.1% in North America, 10.3% in Europe, 20.1% in
Japan and 19.5% in Asia Pacific. Revenues by geographic region
for fiscal 2002 as a percentage of revenues were 55.6% in North
America, 15.5% in Europe, 21.8% in Asia Pacific and 7.1% in
Japan. The increase in the percentage of revenues in Japan was
primarily due to increased sales to a manufacturer of DRAM
devices.
The following customers accounted for more than 10% of our
revenues for fiscal 2003 or fiscal 2002:
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Fiscal 2003 |
|
Fiscal 2002 |
|
|
|
|
|
Intel Corporation
|
|
|
30.1 |
% |
|
|
26.9 |
% |
Spirox Corporation
|
|
|
13.4 |
% |
|
|
20.9 |
% |
Elpida
|
|
|
12.4 |
% |
|
|
* |
|
Infineon Technologies AG
|
|
|
10.3 |
% |
|
|
20.1 |
% |
|
|
* |
Less than 10% of revenues. |
Gross Margin. Gross margin as a percentage of revenues
was 48.6% for fiscal 2003 compared with 49.4% for fiscal 2002.
The decrease in gross margin percentage was primarily due to
increased fixed costs and a change in product mix. We increased
our manufacturing fixed costs in response to a continued
positive demand for our products and continued design wins. The
fixed cost increase was primarily due to an increase in
headcount, which we needed to convert our operations to a
7 day, 24 hour manufacturing shift structure. We began
implementing this new manufacturing shift structure during the
second quarter of 2003 and completed the implementation in the
third quarter of 2003. This structure further increased our
capacity and enabled us to be in a position to transfer our
manufacturing processes into our new production facility.
22
Research and Development. Research and development
expenses increased to $15.6 million, or 15.8% of revenues,
for fiscal 2003 compared to $14.6 million, or 18.5% of
revenues, for fiscal 2002. The increase in absolute dollars is
mainly due to increased personnel costs associated with an
increase of product development activities in fiscal 2003.
During fiscal 2003, we continued our development of next
generation parallelism products, fine pitch memory and logic
products, advanced MicroSpring interconnect technology and
higher speed wafer probe. We introduced our new S200 technology,
which is a high parallelism, high frequency probe card for fully
tested memory die, and also introduced our new wafer-level
burn-in technology for certain DRAM device applications.
Selling, General and Administrative. Selling, general and
administrative expenses were $19.0 million for fiscal 2003,
or 19.4% of revenues, compared to $17.0 million, or 21.6%
of revenues, for fiscal 2002. The increase in absolute dollars
was mainly due to increased personnel costs, higher sales and
marketing spending, in line with higher revenues and new product
introductions, and costs associated with being a public company.
Interest and Other Income (Expense), Net. Interest and
other income (expense), net was $1.6 million for fiscal
2003 compared with $642,000 for fiscal 2002. We generated
greater interest income in 2003 resulting from a larger cash,
cash equivalents and marketable securities balance throughout
the second half of fiscal 2003 as a result of our initial public
offering in June of 2003 and our follow-on offering in November
of 2003. In addition, our increased business volume in Japan
combined with the weaker dollar generated foreign currency gains
of $758,000 in fiscal 2003 compared to foreign currency gains of
$22,000 in fiscal 2002.
Benefit (Provision) for Income Taxes. Provision for
income taxes was $4.6 million for fiscal 2003 compared to a
benefit of $3.6 million for fiscal 2002. The
$3.6 million benefit for fiscal 2002 resulted from the
release of the valuation allowance against our deferred tax
assets in the amount of $5.9 million. The effective tax
rate for fiscal 2003 was 38.2%.
Liquidity and Capital Resources
As of December 25, 2004, we had $193.7 million in
cash, cash equivalents, marketable securities and restricted
cash, compared with $181.8 million as of December 27,
2003. During fiscal 2004 we reclassified certain investments,
including auction rate securities, from cash and cash
equivalents to marketable securities. This resulted in a
reclassification from cash and equivalents to short-term
marketable securities of approximately $103.4 million on
the December 27, 2003 balance sheet (see Note 2).
Net cash provided by operating activities was $35.7 million
for fiscal 2004 compared with net cash provided by operating
activities of $15.0 million for fiscal 2003 and
$12.9 million for fiscal 2002. The increase in net cash
provided by operations in fiscal 2004 compared to fiscal 2003
and 2002 resulted primarily from an increase in net income for
fiscal 2004, as well as the increased tax benefits from employee
stock option plans in 2004.
Accounts receivable increased by $5.3 million from fiscal
2003 to fiscal 2004 due to an increase in worldwide revenues,
particularly to customers in Japan, where we typically
experience longer payment terms. Accounts receivable increased
by $7.6 million from fiscal 2002 to fiscal 2003. Our days
sales outstanding from receivables (DSO) decreased from
51 days at December 27, 2003 to 50 days at
December 25, 2004.
Net inventories increased by $3.2 million from fiscal 2003
to fiscal 2004 due to an increase in raw materials and
work-in-process to support revenue growth. Net inventories
increased by $3.8 million from fiscal 2002 to fiscal 2003
to support revenue growth.
Accrued liabilities increased by $4.6 million for fiscal
2004 due primarily to the increase of $3.2 million in
accrued compensation and benefits. Accrued liabilities increased
by $2.3 million in fiscal 2003. The increase was due to the
increase in accrued incentive compensation as part of our shift
to more variable compensation as well as an increase in warranty
costs reflecting higher revenue levels.
Net cash used by investing activities was $28.2 million for
fiscal 2004, compared to $158.6 for fiscal 2003 and
$18.5 million for fiscal 2002. Net cash used by investing
activities resulted primarily from the net purchase of
marketable securities and capital expenditures in each of these
periods. In fiscal 2003, we invested the proceeds from its
initial public offering and follow-on offering into short-term
marketable securities. Capital
23
expenditures were $37.7 million for fiscal 2004,
$11.1 million for fiscal 2003 and $4.2 million for
fiscal 2002. In fiscal 2004 and fiscal 2003 we invested in the
expansion of manufacturing facilities as well as in leasehold
improvements to our new headquarters and manufacturing facility.
Net cash provided by financing activities was $14.5 million
for fiscal 2004 compared with net cash provided by financing
activities of $140.6 million for fiscal 2003. Net cash
provided by financing activities was $863,000 for fiscal 2002.
Net cash provided by financing activities for fiscal 2004 was
mainly due to proceeds received from the exercise of employee
stock options. In June 2003, we completed our initial public
offering in which we sold 6,505,305 shares of our common
stock. The sale of shares of common stock by us, including the
sale of 900,000 shares pursuant to the exercise of the
over-allotment option by the underwriters resulted in aggregate
gross proceeds of approximately $91.1 million,
approximately $6.4 million of which we applied to
underwriting discounts and approximately $2.7 million of
which we applied to related costs. As a result, we received
approximately $82.0 million of the offering proceeds. On
November 10, 2003 we completed our follow-on public
offering in which we sold 2,249,866 shares of our common
stock, including an over-allotment of 750,000 shares of our
common stock. We received approximately $55.9 million of
the offering proceeds. Net cash provided by financing activities
was primarily due to the issuance of common stock in fiscal 2002.
In May 2001, we signed a ten-year lease for an additional
119,000 square feet of manufacturing, research and
development and office space. The total rent obligation over the
term of the lease is $21.8 million and is accounted for as
an operating lease. In October 2004, we signed a ten-year lease
for an additional 12,000 square feet of research and
development space. The total rent obligation over the term of
the lease is $1.0 million and is accounted for as an
operating lease. We invested approximately $28.0 million in
leasehold improvements for our new headquarters and
manufacturing facility through 2004.
In February 2003, we entered into an amended and restated loan
and security agreement with Comerica Bank. Our loan and security
agreement provided a revolving line of credit of up to
$16.0 million. In April 2003, we borrowed funds under the
revolving line of credit to pay down the outstanding amounts
under the expiring equipment line of credit and term loan under
our prior agreement with Comerica. We repaid the outstanding
amounts under the line of credit in September 2003 and the
amended and restated loan and security agreement with Comerica
Bank was terminated in December 2003.
The following table describes our commitments to settle
contractual obligations in cash as of December 25, 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Fiscal Year | |
|
|
| |
|
|
2005 | |
|
2006-2007 | |
|
2008-2009 | |
|
After 2009 | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Operating leases
|
|
$ |
3,027 |
|
|
$ |
4,705 |
|
|
$ |
4,982 |
|
|
$ |
7,930 |
|
|
$ |
20,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Fiscal 2004 and 2003, our net cash provided by operations
exceeded our capital expenditures and, as a result, our existing
cash balance, cash equivalents and marketable securities would
have increased even without our financing activities. Our future
capital requirements will depend on many factors, including our
rate of revenue growth, the timing and extent of spending to
support product development efforts, the expansion of sales and
marketing activities, the timing of introductions of new
products and enhancement to existing products, the costs to
ensure access to adequate manufacturing capacity, and the
continuing market acceptance of our products. Although we are
currently not a party to any agreement or letter of intent with
respect to potential investments in, or acquisitions of,
complementary businesses, products or technologies, we may enter
into these types of arrangements in the future, which could also
require us to seek additional equity or debt financing.
Additional funds may not be available on terms favorable to us
or at all.
Off-Balance Sheet Arrangements
As part of our ongoing business, we do not participate in
transactions that generate relationships with unconsolidated
entities or financial partnerships, such as entities often
referred to as structured finance or special purpose entities,
or SPEs, which would have been established for the purpose of
facilitating off-balance
24
sheet arrangements or other contractually narrow or limited
purposes. As of December 25, 2004, we are not involved in
any unconsolidated SPE transactions.
Recent Accounting Pronouncements
In March 2004, the FASB issued EITF Issue No. 03-1
(EITF 03-1), The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain
Investments which provides new guidance for assessing
impairment losses on investments. Additionally, EITF 03-1
includes new disclosure requirements for investments that are
deemed to be temporarily impaired. In September 2004, the FASB
delayed the accounting provisions of EITF 03-1; however the
disclosure requirements remain effective for annual periods
ending after June 15, 2004. We have complied with the
disclosure requirements and will evaluate the impact of EITF
03-1 once the final guidance is issued.
On November 15, 2004, the FASB issued FASB Staff Position
No. 109-2, Accounting and Disclosure Guidance for
Foreign Earnings Repatriation Provision within the American Jobs
Creation Act of 2004 Act. The Jobs Act was enacted on
October 22, 2004 which provides for a temporary 85%
dividends received deduction on certain foreign earnings
repatriated during a one-year period. This pronouncement
provides guidance under FASB Statement No. 109,
Accounting for Income Taxes, with respect to
recording the potential impact of the repatriation provisions of
the Act. We have determined the pronouncement does not impact
the Companys 2004 financial statements.
In November 2004, the FASB issued Financial Accounting Standard
No. 151, Inventory Costs an Amendment of
ARB No. 43, Chapter 4 (SFAS 151).
SFAS 151 amends ARB 43, Chapter 4, to clarify that
abnormal amounts of idle facility expense, freight, handling
costs, and wasted materials (spoilage) should be recognized
as current-period charges. In addition, this Statement requires
that allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production
facilities. The provisions of this Statement are effective for
inventory costs incurred during fiscal years beginning after
June 15, 2005. The adoption of the provisions of
SFAS 151 is not expected to have a material impact on our
consolidated result of operations.
In December 2004, the FASB issued SFAS No. 123R,
Share-Based Payment. SFAS No. 123R
requires employee stock options and rights to purchase shares
under stock participation plans to be accounted for under the
fair value method, and eliminates the ability to account for
these instruments under the intrinsic value method prescribed by
APB Opinion No. 25, and allowed under the original
provisions of SFAS No. 123. SFAS No. 123R
requires the use of an option pricing model for estimating fair
value, which is amortized to expense over the service periods.
The requirements of SFAS No. 123R are effective for
fiscal periods beginning after June 15, 2005.
SFAS No. 123R allows for either prospective
recognition of compensation expense or retrospective
recognition, which may be back to the original issuance of
SFAS No. 123 or only to interim periods in the year of
adoption. Management believes the adoption of
SFAS No. 123 will have a significant impact on net
income and net income per share.
In December 2004, the FASB issued SFAS No. 153,
Exchange of Nonmonetary Assets, an amendment of APB No. 29,
Accounting for Nonmonetary Transactions
(SFAS 153). SFAS 153 amends APB
No. 29 to eliminate the exception for nonmonetary exchanges
of similar productive assets and replaces it with a general
exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. The Company is
required to adopt SFAS 153, on a prospective basis, for
nonmonetary exchanges beginning after June 15, 2005. The
adoption of SFAS No. 153 is not expected to have an
impact on our consolidated result of operations.
Trends, Risks and Uncertainties
You should carefully consider the following risk factors, as
well as the other information in this Annual Report on
Form 10-K, in evaluating FormFactor and our business. If
any of the following risks actually occur, our business,
financial condition and results of operations would suffer.
Accordingly, the trading price of our common stock would likely
decline and you may lose all or part of your investment in our
common stock. The
25
risks and uncertainties described below are not the only ones we
face. Additional risks that we currently do not know about or
that we currently believe to be immaterial may also impair our
business operations.
|
|
|
Our operating results are likely to fluctuate, which could
cause us to miss expectations about these results and cause the
trading price of our common stock to decline. |
Our operating results are likely to fluctuate. As a result, we
believe you should not rely on period-to-period comparisons of
our financial results as indicator of our future performance.
Some of the important factors that could cause our revenues and
operating results to fluctuate from period-to-period include:
|
|
|
|
|
customer demand for our products; |
|
|
|
our ability to deliver reliable, cost-effective products in a
timely manner; |
|
|
|
the reduction, rescheduling or cancellation of orders by our
customers; |
|
|
|
the timing and success of new product introductions and new
technologies by our competitors and us; |
|
|
|
our product and customer sales mix and geographical sales mix; |
|
|
|
changes in the level of our operating expenses needed to support
our anticipated growth; |
|
|
|
a reduction in the price or the profitability of our products; |
|
|
|
changes in our production capacity or the availability or the
cost of components and materials; |
|
|
|
our ability to bring new products into volume production
efficiently; |
|
|
|
our ability to add manufacturing capacity and to stabilize
production yields and ramp production volume; |
|
|
|
our ability to efficiently build out and move into its new
manufacturing facility; |
|
|
|
our relationships with customers and companies that manufacture
semiconductor test equipment, |
|
|
|
the timing of and return on our investments in research and
development; |
|
|
|
our ability to collect accounts receivable; |
|
|
|
seasonality, principally due to our customers purchasing
cycles; and |
|
|
|
market conditions in our industry, the semiconductor industry
and the economy as a whole. |
The occurrence of one or more of these factors might cause our
operating results to vary widely. For example, we recently
announced that, due to contamination in our manufacturing
process that affected our ability to timely ship product, our
revenues in the fourth quarter of fiscal 2004 were below our
previous guidance and declined relative to the third quarter of
fiscal 2004. If our revenues or operating results fall below the
expectations of market analysts or investors, the market price
of our common stock could decline substantially.
|
|
|
Cyclicality in the semiconductor industry historically has
affected our sales and might do so in the future, and as a
result we could experience reduced revenues or operating
results. |
The semiconductor industry has historically been cyclical and is
characterized by wide fluctuations in product supply and demand.
From time to time, this industry has experienced significant
downturns, often in connection with, or in anticipation of,
maturing product and technology cycles, excess inventories and
declines in general economic conditions. This cyclicality could
cause our operating results to decline dramatically from one
period to the next. For example, our revenues in the three
months ended September 29, 2001 declined by 25.5% compared
to our revenues in the three months ended June 30, 2001,
and our revenues in the three months ended March 29, 2003
declined by 15.7% compared to our revenues in the three months
ended December 28, 2002. Our business depends heavily
upon the development of new semiconductors and semiconductor
designs, the volume of production by semiconductor manufacturers
and the overall financial strength of our customers, which, in
turn, depend upon the current and anticipated market demand for
26
semiconductors and products, such as personal computers, that
use semiconductors. Semiconductor manufacturers generally
sharply curtail their spending during industry downturns and
historically have lowered their spending disproportionately more
than the decline in their revenues. As a result, if we are
unable to adjust our levels of manufacturing and human resources
or manage our costs and deliveries from suppliers in response to
lower spending by semiconductor manufacturers, our gross margin
might decline and cause us to experience operating losses.
|
|
|
If we are unable to manufacture our products efficiently,
our operating results could suffer. |
We must continuously modify our manufacturing processes in an
effort to improve yields and product performance, lower our
costs and reduce the time it takes us to design and produce our
products. We also may be subject to events that negatively
affect our manufacturing processes and impact our business and
operating results. For example, during our fiscal quarter ending
December 25, 2004, we experienced a contamination problem
in our manufacturing line. This contamination problem caused a
yield decline that, in turn, resulted in our inability to timely
ship products to our customers. We will incur significant
start-up costs associated with implementing new manufacturing
technologies, methods and processes and purchasing new
equipment, which could negatively impact our gross margin. We
could experience manufacturing delays and inefficiencies as we
refine new manufacturing technologies, methods and processes,
implement them in volume production and qualify them with
customers, which could cause our operating results to decline.
The risk of encountering delays or difficulties increases as we
manufacture more complex products. In addition, if demand for
our products increases, we will need to expand our operations to
manufacture sufficient quantities of products without increasing
our production times or our unit costs. As a result of such
expansion, we could be required to purchase new equipment,
upgrade existing equipment, develop and implement new
manufacturing processes and hire additional technical personnel.
Further, new or expanded manufacturing facilities could be
subject to qualification by our customers. In the past, we have
experienced difficulties in expanding our operations to
manufacture our products in volume on time and at acceptable
cost. Any difficulties in expanding our manufacturing operations
could cause product delivery delays and lost sales. If demand
for our products decreases, we could have excess manufacturing
capacity. The fixed costs associated with excess manufacturing
capacity could cause our operating results to decline. If we are
unable to achieve further manufacturing efficiencies and cost
reductions, particularly if we are experiencing pricing
pressures in the marketplace, our operating results could suffer.
|
|
|
If we do not keep pace with technological developments in
the semiconductor industry, our products might not be
competitive and our revenues and operating results could
suffer. |
We must continue to invest in research and development to
improve our competitive position and to meet the needs of our
customers. Our future growth depends, in significant part, upon
our ability to work effectively with and anticipate the testing
needs of our customers, and on our ability to develop and
support new products and product enhancements to meet these
needs on a timely and cost-effective basis. Our customers
testing needs are becoming more challenging as the semiconductor
industry continues to experience rapid technological change
driven by the demand for complex circuits that are shrinking in
size and at the same time are increasing in speed and
functionality and becoming less expensive to produce. Examples
of recent trends driving demand for technological research and
development include semiconductor manufacturers
transitions to 110 nanometer and 90 nanometer technology nodes,
to 512 megabit density devices and to Double Date Rate II,
or DDR II, architecture devices. By further example, the
anticipated transition to Double Data Rate III, or
DDR III, architecture devices will be a technological
change for the semiconductor industry. Our customers expect that
they will be able to integrate our wafer probe cards into any
manufacturing process as soon as it is deployed. Therefore, to
meet these expectations and remain competitive, we must
continually design, develop and introduce on a timely basis new
products and product enhancements with improved features.
Successful product design, development and introduction on a
timely basis require that we:
|
|
|
|
|
design innovative and performance-enhancing features that
differentiate our products from those of our competitors; |
27
|
|
|
|
|
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. |
We must devote significant research and development resources to
keep up with the rapidly evolving technologies used in
semiconductor manufacturing processes. Not only do we need the
technical expertise to implement the changes necessary to keep
our technologies current, but we must also rely heavily on the
judgment of our management to anticipate future market trends.
If we are unable to timely predict industry changes, or if we
are unable to modify our products on a timely basis, we might
lose customers or market share. In addition, we might not be
able to recover our research and development expenditures, which
could harm our operating results.
|
|
|
If semiconductor memory device manufacturers do not
continue the conversion to 300 mm wafers, our growth could be
impeded. |
The growth of our business for the foreseeable future depends in
large part upon sales of our wafer probe cards to manufacturers
of dynamic random access memory, or DRAM, and flash memory
devices. The recent downturn in the semiconductor industry
caused various chip manufacturers to readdress their respective
strategies for converting existing 200 mm wafer fabrication
facilities to 300 mm wafer fabrication, or for building new 300
mm wafer fabrication facilities. Some manufacturers have
delayed, cancelled or postponed previously announced plans to
convert to 300 mm wafer fabrication. We believe that the
decision to convert to a 300 mm wafer fabrication facility is
made by each manufacturer based upon both internal and external
factors, such as:
|
|
|
|
|
current and projected chip prices; |
|
|
|
projected price erosion for the manufacturers particular
chips; |
|
|
|
supply and demand issues; |
|
|
|
overall manufacturing capability within the manufacturers
target market(s); |
|
|
|
the availability of funds to the manufacturer; |
|
|
|
the technology roadmap of the manufacturer; and |
|
|
|
the price and availability of equipment needed within the 300 mm
facility. |
One or more of these internal and external factors, as well as
other factors, including factors that a manufacturer may choose
to not publicly disclose, can impact the decision to maintain a
300 mm conversion schedule, to delay the conversion schedule for
a period of time, or to cancel the conversion. It is also
possible that the conversion to 300 mm wafers will occur on
different schedules for DRAM chip manufacturers and flash memory
chip manufacturers. We have invested significant resources to
develop technology that addresses the market for 300 mm wafers.
If manufacturers of memory devices delay or discontinue their
current 300 mm wafer conversion, or make the transition more
slowly than we currently expect, our growth and profitability
could be impeded. In addition, any delay in large-scale adoption
of manufacturing based upon 300 mm wafers would provide time for
other companies to develop and market products that compete with
ours, which could harm our competitive position.
|
|
|
We are subject to general economic and market
conditions. |
Our business is subject to the effects of general economic
conditions in the United States and worldwide, and to market
conditions in the semiconductor industry in particular. Our
operating results could be adversely affected by unfavorable
global economic conditions and reduced capital spending by
semiconductor
28
manufacturers. Such adverse conditions could result in a
decrease in the demand for semiconductors and products using
semiconductors, and in a sharp reduction in the development of
new semiconductors and semiconductor designs. As a result, we
could experience a decrease in the demand for our wafer probe
cards.
|
|
|
We depend upon the sale of our wafer probe cards for
substantially all of our revenues, and a downturn in demand for
our products could have a more disproportionate impact on our
revenues than if we derived revenues from a more diversified
product offering. |
Historically, we have derived substantially all of our revenues
from the sale of our wafer probe cards. We anticipate that sales
of our wafer probe cards will represent a substantial majority
of our revenues for the foreseeable future. Our business depends
in large part upon continued demand in current markets for, and
adoption in new markets of, current and future generations of
our wafer probe cards. Large-scale market adoption depends upon
our ability to increase customer awareness of the benefits of
our wafer probe cards and to prove their reliability, ability to
increase yields and cost effectiveness. We may be unable to sell
our wafer probe cards to certain potential customers unless
those customers change their device test strategies, change
their wafer probe card and capital equipment buying strategies,
or change or upgrade their existing test equipment. We might not
be able to sustain or increase our revenues from sales of our
wafer probe cards, particularly if conditions in the
semiconductor market deteriorate or do not improve or if the
market enters into another downturn in the future. Any decrease
in revenues from sales of our wafer probe cards could harm our
business more than it would if we offered a more diversified
line of products.
|
|
|
If demand for our products in the memory device and flip
chip logic markets declines or fails to grow as we anticipate,
our revenues could decline. |
We derive substantially all of our revenues from wafer probe
cards that we sell to manufacturers of DRAM memory and flash
memory devices and manufacturers of microprocessor, chipset and
other logic devices. In the microprocessor, chipset and other
logic device markets, our products are primarily used for
devices employing flip chip packaging, which devices are
commonly referred to as flip chip logic devices. In fiscal 2004,
sales to manufacturers of DRAM devices accounted for 69.0% of
our revenues, sales to manufacturers of flip chip logic devices
accounted for 8.1% of our revenues, and sales to manufacturers
of flash memory devices accounted for 21.9% of our revenues. For
fiscal 2003, sales to manufacturers of DRAM devices accounted
for 61.3% of our revenues, sales to manufacturers of flip chip
logic devices accounted for 19.1% of our revenues, and sales to
manufacturers of flash memory devices accounted for 18.4% of our
revenues. Therefore, our success depends in part upon the
continued acceptance of our products within these markets and
our ability to continue to develop and introduce new products on
a timely basis for these markets. For example, the market might
not accept an increasingly high parallelism wafer test solution.
A substantial portion of these semiconductor devices is sold to
manufacturers of personal computers and computer-related
products and to manufacturers of personal electronic devices.
Both the personal computer market and the personal electronic
devices market have historically been characterized by
significant fluctuations in demand and continuous efforts to
reduce costs, which in turn have affected the demand for and
price of memory devices and microprocessors. The personal
computer market might not grow in the future at historical rates
or at all and design activity in the personal computer market
might decrease, which could negatively affect our revenues and
operating results.
|
|
|
The markets in which we participate are highly
competitive, and if we do not compete effectively, our operating
results could be harmed. |
The wafer probe card market is highly competitive. With the
introduction of new technologies and market entrants, we expect
competition to intensify in the future. In the past, increased
competition has resulted in price reductions, reduced gross
margins or loss of market share, and could do so in the future.
Competitors might introduce new competitive products for the
same markets that our products currently serve. These products
may have better performance, lower prices and broader acceptance
than our products. In addition, for products such as wafer probe
cards, semiconductor manufacturers typically qualify more than
one source, to avoid dependence on a single source of supply. As
a result, our customers will likely purchase
29
products from our competitors. Current and potential competitors
include Advantest Corporation, AMST Co., Ltd., Cascade
Microtech, Inc., Feinmetall GmbH, Japan Electronic Materials
Corporation, Kulicke and Soffa Industries, Inc., Micronics Japan
Co., Ltd., Phicom Corporation, SCS Hightech, Inc. and Tokyo
Electron, Ltd., among others. Many of our current and potential
competitors have greater name recognition, larger customer
bases, more established customer relationships or greater
financial, technical, manufacturing, marketing and other
resources than we do. As a result, they might be able to respond
more quickly to new or emerging technologies and changes in
customer requirements, devote greater resources to the
development, promotion, sale and support of their products, and
reduce prices to increase market share. Some of our competitors
also supply other types of test equipment, or offer both
advanced wafer probe cards and needle probe cards. Those
competitors that offer both advanced wafer probe cards and
needle probe cards might have strong, existing relationships
with our customers or with potential customers. Because we do
not offer a needle probe card or other conventional technology
wafer probe card for less advanced applications, it may be
difficult for us to introduce our advanced wafer probe cards to
these customers and potential customers for certain wafer test
applications. It is possible that existing or new competitors,
including test equipment manufacturers, may offer new
technologies that reduce the value of our wafer probe cards.
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We derive a substantial portion of our revenues from a
small number of customers, and our revenues could decline
significantly if any major customer cancels, reduces or delays a
purchase of our products. |
A relatively small number of customers has accounted for a
significant portion of our revenues in any particular period. In
fiscal 2004, four customers accounted for 64.8% of our revenues.
In fiscal 2003, four customers accounted for 66.2% of our
revenues. Our ten largest customers accounted for 98.0% of our
revenues in fiscal 2004 and 93.5% of our revenues in fiscal
2003. We anticipate that sales of our products to a relatively
small number of customers will continue to account for a
significant portion of our revenues. The cancellation or
deferral of even a small number of purchases of our products
could cause our revenues to decline in any particular quarter. A
number of factors could cause customers to cancel or defer
orders, including manufacturing delays, interruptions to our
customers operations due to fire, natural disasters or
other events or a downturn in the semiconductor industry. Our
agreements with our customers do not contain minimum purchase
commitments, and our customers could cease purchasing our
products with short or no notice to us or fail to pay all or
part of an invoice. In some situations, our customers might be
able to cancel orders without a significant penalty. In
addition, the continuing trend toward consolidation in the
semiconductor industry, particularly among manufacturers of
DRAMs, could reduce our customer base and lead to lost or
delayed sales and reduced demand for our wafer probe cards.
Industry consolidation also could result in pricing pressures as
larger DRAM manufacturers could have sufficient bargaining power
to demand reduced prices and favorable nonstandard terms.
Additionally, certain customers may not want to rely entirely or
substantially on a single wafer probe card supplier and, as a
result, such customers could reduce their purchases of our wafer
probe cards.
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If our relationships with our customers and companies that
manufacture semiconductor test equipment deteriorate, our
product development activities could be harmed. |
The success of our product development efforts depends upon our
ability to anticipate market trends and to collaborate closely
with our customers and with companies that manufacture
semiconductor test equipment. Our relationships with these
customers and companies provide us with access to valuable
information regarding manufacturing and process technology
trends in the semiconductor industry, which enables us to better
plan our product development activities. These relationships
also provide us with opportunities to understand the performance
and functionality requirements of our customers, which improve
our ability to customize our products to fulfill their needs.
Our relationships with test equipment companies are important to
us because test equipment companies can design our wafer probe
cards into their equipment and provide us with the insight into
their product plans that allows us to offer wafer probe cards
for use with their products when they are introduced to the
market. Our relationships with our customers and test equipment
companies could deteriorate if they:
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become concerned about our ability to protect their intellectual
property; |
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become concerned with our ability to deliver quality products on
a timely basis; |
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develop their own solutions to address the need for testing
improvement; |
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implement chip designs that include enhanced built-in self-test
capabilities; |
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regard us as a competitor; |
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introduce their own wafer probe card product; |
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establish relationships with others in our industry; or |
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attempt to restrict our ability to enter into relationships with
their competitors. |
Many of our customers and the test equipment companies we work
with are large companies. The consequences of a deterioration in
our relationship with any of these companies could be
exacerbated due to the significant influence these companies can
exert in our markets. If our current relationships with our
customers and test equipment companies deteriorate, or if we are
unable to develop similar collaborative relationships with
important customers and test equipment companies in the future,
our long-term ability to produce commercially successful
products could be impaired.
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Because we generally do not have a sufficient backlog of
unfilled orders to meet our quarterly revenue targets, revenues
in any quarter are substantially dependent upon customer orders
received and fulfilled in that quarter. |
Our revenues are difficult to forecast because we generally do
not have a sufficient backlog of unfilled orders to meet our
quarterly revenue targets at the beginning of a quarter. Rather,
a substantial percentage of our revenues in any quarter depends
upon customer orders for our wafer probe cards that we receive
and fulfill in that quarter. Because our expense levels are
based in part on our expectations as to future revenues and to a
large extent are fixed in the short term, we might be unable to
adjust spending in time to compensate for any unexpected
shortfall in revenues. Accordingly, any significant shortfall of
revenues in relation to our expectations could hurt our
operating results.
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We rely upon a distributor for a substantial portion of
our revenues, and a disruption or other change in our
relationship with our distributor could have a negative impact
on our revenues. |
We rely on Spirox Corporation, our distributor in Taiwan,
Singapore and China, for a substantial portion of our revenues.
Sales to Spirox accounted for 20.0% of our revenues in fiscal
2004 and 13.4% of our revenues in fiscal 2003. Spirox also
provides customer support. A reduction in the sales or service
efforts or financial viability of our distributor, or
deterioration in, or termination of, our relationship with our
distributor could harm our revenues, our operating results and
our ability to support our customers in the distributors
territory. In addition, establishing alternative sales channels
in the region could consume substantial time and resources,
decrease our revenues and increase our expenses.
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If our relationships with our independent sales
representatives change, our business could be harmed. |
We currently rely on independent sales representatives to assist
us in the sale of our products in various geographic regions. If
we make the business decision to terminate or modify our
relationships with one or more of our independent sales
representatives, or if an independent sales representative
decides to disengage from us, and we do not effectively and
efficiently manage such a change, we could lose sales to
existing customers and fail to obtain new customers.
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If semiconductor manufacturers do not migrate elements of
final test to wafer probe test, market acceptance of other
applications of our technology could be delayed. |
We intend to work with our customers to migrate elements of
final test from the device level to the wafer level. This
migration will involve a change in semiconductor test strategies
from concentrating final test at the individual device level to
increasing the amount of test at the wafer level. Semiconductor
manufacturers
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typically take time to qualify new strategies that affect their
testing operations. As a result, general acceptance of
wafer-level final test might not occur in the near term or at
all. In addition, semiconductor manufacturers might not accept
and use wafer-level final test in a way that uses our
technology. If the migration of elements of final test to wafer
probe test does not grow as we anticipate, or if semiconductor
manufacturers do not adopt our technology for their wafer probe
test requirements, market acceptance of other applications for
our technology could be delayed.
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Changes in test strategies, equipment and processes could
cause us to lose revenues. |
The demand for wafer probe cards depends in large part upon the
number of semiconductor designs and the overall semiconductor
unit volume. The time it takes to test a wafer depends upon the
number of devices being tested, the complexity of these devices,
the test software program and the test equipment itself. As test
programs become increasingly effective and test throughput
increases, the number of wafer probe cards required to test a
given volume of devices declines. Therefore, advances in the
test process could cause us to lose sales.
If semiconductor manufacturers implement chip designs that
include increased built-in self-test capabilities, or similar
functions or methodologies that increase test throughput, it
could negatively impact our sales or the migration of elements
of final test to the wafer level. Additionally, if new chip
designs or types of chips are implemented that require less, or
even no, test using wafer probe cards, or significantly reduce
wafer test complexity our revenues could be impacted. Further,
if new chip designs are implemented which we are unable to test,
or which we are unable to test efficiently and provide our
customers with an acceptably low overall cost of test, our
revenues could be negatively impacted.
We incur significant research and development expenses in
conjunction with the introduction of new product platforms.
Often, we time our product introductions to the introduction of
new test equipment platforms or the declination of manufacturers
to adopt a new test platform. Because our customers require both
test equipment and wafer probe cards, any delay or disruption of
the introduction of new test equipment platforms would
negatively affect our growth.
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We manufacture all of our products at a single facility,
and any disruption in the operations of that facility could
adversely impact our business and operating results. |
Our processes for manufacturing our wafer probe cards require
sophisticated and costly equipment and a specially designed
facility, including a semiconductor clean room. We manufacture
all of our wafer probe cards at one facility located in
Livermore, California. Any disruption in the operation of that
facility, whether due to contamination in our manufacturing
process, technical or labor difficulties, destruction or damage
from fire or earthquake, infrastructure failures such as power
or water shortage or any other reason, could interrupt our
manufacturing operations, impair critical systems, disrupt
communications with our customers and suppliers and cause us to
write off inventory and to lose sales. In addition, if the
previous energy crises in California that resulted in
disruptions in power supply and increases in utility costs were
to recur, we might experience power interruptions and shortages,
which could disrupt our manufacturing operations. This could
subject us to loss of revenues as well as significantly higher
costs of energy. Further, current and potential customers might
not purchase our products if they perceive our lack of an
alternate manufacturing facility to be a risk to their
continuing source of supply.
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If we do not transition effectively to our new operations
and manufacturing site, our manufacturing capacity will be
negatively impacted. |
We moved into our new facility in Livermore in 2004. The costs
of starting up our new manufacturing facility, including capital
costs such as equipment and fixed costs such as rent, are
substantial. We might not be able to shift from our current
production facility to the new production facility efficiently
or effectively. Our current transition plan will require us to
have both our existing and new manufacturing facilities
operational through our third fiscal quarter of 2005. This will
cause us to incur significant costs due to redundancy of
infrastructure at both sites. Furthermore, the qualification of
the new manufacturing facility will require us to
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use materials and build product and product components that will
not be sold to our customers, causing higher than normal
material spending. The transition might also lead to
manufacturing interruptions, which could mean delayed deliveries
or lost sales. Some or all of our customers could require a full
qualification of our new facility. Any qualification process
could take longer than we anticipate. Any difficulties with the
transition or with bringing the new manufacturing facility to
full capacity and volume production could increase our costs,
disrupt our production process and cause delays in product
delivery and lost sales, which would harm our operating results.
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If we are unable to continue to reduce the time it takes
for us to design and produce a wafer probe card, our growth
could be impeded. |
Our customers continuously seek to reduce the time it takes them
to introduce new products to market. The cyclicality of the
semiconductor industry, coupled with changing demands for
semiconductor devices, requires our customers to be flexible and
highly adaptable to changes in the volume and mix of products
they must produce. Each of those changes requires a new design
and each new design requires a new wafer probe card. For some
existing semiconductor devices, the manufacturers volume
and mix of product requirements are such that we are unable to
design, manufacture and ship products to meet such
manufacturers relatively short cycle time requirements. If
we are unable to reduce the time it takes for us to design,
manufacture and ship our products in response to the needs of
our customers, our competitive position could be harmed. If we
are unable to meet a customers schedule for wafer probe
cards for a particular design, our customer might purchase wafer
probe cards from a competitor and we might lose sales.
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We obtain some of the components and materials we use in
our products from a single or sole source or a limited group of
suppliers, and the partial or complete loss of one of these
suppliers could cause production delays and a substantial loss
of revenues. |
We obtain some of the components and materials used in our
products, such as printed circuit board assemblies, plating
materials and ceramic substrates, from a single or sole source
or a limited group of suppliers. Alternative sources are not
currently available for sole source components and materials.
Because we rely on purchase orders rather than long-term
contracts with the majority of our suppliers, we cannot predict
with certainty our ability to obtain components and materials in
the longer term. A sole or limited source supplier could
increase prices, which could lead to a decline in our gross
margin. Our dependence upon sole or limited source suppliers
exposes us to several other risks, including a potential
inability to obtain an adequate supply of materials, late
deliveries and poor component quality. Disruption or termination
of the supply of components or materials could delay shipments
of our products, damage our customer relationships and reduce
our revenues. For example, if we were unable to obtain an
adequate supply of a component or material, we might have to use
a substitute component or material, which could require us to
make changes in our manufacturing process. From time to time in
the past, we have experienced difficulties in receiving
shipments from one or more of our suppliers, especially during
periods of high demand for our products. If we cannot obtain an
adequate supply of the components and materials we require, or
do not receive them in a timely manner, we might be required to
identify new suppliers. We might not be able to identify new
suppliers on a timely basis or at all. Our customers and we
would also need to qualify any new suppliers. The lead-time
required to identify and qualify new suppliers could affect our
ability to timely ship our products and cause our operating
results to suffer. Further, a sole or limited source supplier
could require us to enter into non-cancelable purchase
commitments or pay in advance to ensure our source of supply. In
an industry downturn, commitments of this type could result in
charges for excess inventory of parts. If we are unable to
predict our component and materials needs accurately, or if our
supply is disrupted, we might miss market opportunities by not
being able to meet the demand for our products.
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Wafer probe cards that do not meet specifications or that
contain defects could damage our reputation, decrease market
acceptance of our technology, cause us to lose customers and
revenues, and result in liability to us. |
The complexity and ongoing development of our wafer probe card
manufacturing process, combined with increases in wafer probe
card production volumes, have in the past and could in the
future lead to design or manufacturing problems. For example,
the presence of contaminants in our plating baths has caused a
decrease in our manufacturing yields or has resulted in
unanticipated stress-related failures when our wafer probe cards
are being used in the manufacturing test environment. A further
example is that during our fiscal quarter ending
December 25, 2004, we experienced a contamination problem
in our manufacturing line. This contamination problem caused a
yield decline that, in turn, resulted in our inability to timely
ship products to our customers. Manufacturing design errors such
as the miswiring of a wafer probe card or the incorrect
placement of probe contact elements have caused us to repeat
manufacturing design steps. In addition to these examples,
problems might result from a number of factors, including design
defects, materials failures, contamination in the manufacturing
environment, impurities in the materials used, unknown
sensitivities to process conditions, such as temperature and
humidity, and equipment failures. As a result, our products have
in the past contained and might in the future contain undetected
errors or defects. Any errors or defects could:
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cause lower than anticipated yields and lengthening of delivery
schedules; |
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cause delays in product shipments; |
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cause delays in new product introductions; |
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cause us to incur warranty expenses; |
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result in increased costs and diversion of development resources; |
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cause us to incur increased charges due to unusable inventory; |
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require design modifications; or |
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decrease market acceptance or customer satisfaction with these
products. |
The occurrence of any one or more of these events could hurt our
operating results.
In addition, if any of our products fails to meet specifications
or has reliability, quality or compatibility problems, our
reputation could be damaged significantly and customers might be
reluctant to buy our products, which could result in a decline
in revenues, an increase in product returns or warranty costs
and the loss of existing customers or the failure to attract new
customers. Our customers use our products with test equipment
and software in their manufacturing facilities. Our products
must be compatible with the customers equipment and
software to form an integrated system. If the system does not
function properly, we could be required to provide field
application engineers to locate the problem, which can take time
and resources. If the problem relates to our wafer probe cards,
we might have to invest significant capital, manufacturing
capacity and other resources to correct it. Our current or
potential customers also might seek to recover from us any
losses resulting from defects or failures in our products.
Liability claims could require us to spend significant time and
money in litigation or to pay significant damages.
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If we fail to forecast demand for our products accurately,
we could incur inventory losses. |
Each semiconductor chip design requires a custom wafer probe
card. Because our products are design-specific, demand for our
products is difficult to forecast. Due to our customers
short delivery time requirements, we often design, procure
materials and, at times, produce our products in anticipation of
demand for our products rather than in response to an order. Due
to the uncertainty inherent in forecasts, we are, and expect to
continue to be, subject to inventory risk. If we do not obtain
orders as we anticipate, we could have excess inventory for a
specific customer design that we would not be able to sell to
any other customer, which would likely result in inventory
write-offs.
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If we fail to effectively manage our service centers, our
business might be harmed. |
In 2002, we expanded our repair and service center in Seoul,
South Korea. In 2003, we opened a repair and service center in
Dresden, Germany. In 2004 we opened a repair and service center
in Tokyo, Japan. These service centers are part of our strategy
to, among other things, provide our customers with more
efficient service and repair of our wafer probe cards. If we are
unable to effectively manage our service centers, do not expand
or enhance our service centers to meet customer demand, or if
the work undertaken in the service centers is not equivalent to
the level and quality provided by repairs and services performed
by our North American repair and service operations, which are
part of our manufacturing facility in Livermore, California, we
could incur higher wafer probe card repair and service costs,
which could harm our operating results.
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If we do not effectively manage changes in our business,
these changes could place a significant strain on our management
and operations and, as a result, our business might not
succeed. |
Our ability to grow successfully requires an effective planning
and management process. We plan to increase the scope of our
operations and the size of our direct sales force domestically
and internationally. For example, we have leased a new facility
in Livermore, California and moved our corporate headquarters
and started the transition of our manufacturing operations into
this facility in 2004. Our growth could place a significant
strain on our management systems, infrastructure and other
resources. To manage our growth effectively, we must invest the
necessary capital and continue to improve and expand our systems
and infrastructure in a timely and efficient manner. Those
resources might not be available when we need them, which would
limit our growth. Our officers have limited experience in
managing large or rapidly growing businesses. In addition, the
majority of our management has no experience in managing a
public company or communicating with securities analysts and
public company investors. Our controls, systems and procedures
might not be adequate to support a growing public company. If
our management fails to respond effectively to changes in our
business, our business might not succeed.
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If we fail to attract, integrate and retain qualified
personnel, our business might be harmed. |
Our future success depends largely upon the continued service of
our key management, technical, and sales and marketing
personnel, and on our continued ability to hire, integrate and
retain qualified individuals, particularly engineers and sales
and marketing personnel in order to increase market awareness of
our products and to increase revenues. For example, in the
future, we might need technical personnel experienced in
competencies that we do not currently have or require.
Competition for qualified individuals may be intense, and we
might not be successful in retaining our employees or attracting
new personnel. The loss of any key employee, the inability to
successfully integrate replacement personnel, the failure of any
key employee to perform in his or her current position or our
inability to attract and retain skilled employees as needed
could impair our ability to meet customer and technological
demands. All of our key personnel in the United States are
employees at-will. We have no employment contracts with any of
our personnel in the United States.
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We may make acquisitions, which could put a strain on our
resources, cause ownership dilution to our stockholders and
adversely affect our financial results. |
While we have made no acquisitions of businesses, products or
technologies in the past, we may make acquisitions of
complementary businesses, products or technologies in the
future. Integrating newly acquired businesses, products or
technologies into our company could put a strain on our
resources, could be expensive and time consuming, and might not
be successful. Future acquisitions could divert our
managements attention from other business concerns and
expose our business to unforeseen liabilities or risks
associated with entering new markets. In addition, we might lose
key employees while integrating new organizations. Consequently,
we might not be successful in integrating any acquired
businesses, products or technologies, and might not achieve
anticipated revenues and cost benefits. In addition, future
acquisitions could result in customer dissatisfaction,
performance problems with an acquired company, potentially
dilutive issuances of equity securities or the incurrence of
debt, contingent liabilities, possible impairment charges
related to goodwill or other intangible assets or other
unanticipated events or circumstances, any of which could harm
our business.
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As part of our sales process, we could incur substantial
sales and engineering expenses that do not result in revenues,
which would harm our operating results. |
Our customers generally expend significant efforts evaluating
and qualifying our products prior to placing an order. The time
that our customers require to evaluate and qualify our wafer
probe cards is typically between three and 12 months and
sometimes longer. While our customers are evaluating our
products, we might incur substantial sales, marketing, and
research and development expenses. For example, we typically
expend significant resources educating our prospective customers
regarding the uses and benefits of our wafer probe cards and
developing wafer probe cards customized to the potential
customers needs, for which we might not be reimbursed.
Although we commit substantial resources to our sales efforts,
we might never receive any revenues from a customer. For
example, many semiconductor designs never reach production,
including designs for which we have expended design effort and
expense. In addition, prospective customers might decide not to
use our wafer probe cards. The length of time that it takes for
the evaluation process and for us to make a sale depends upon
many factors including:
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the efforts of our sales force and our distributor and
independent sales representatives; |
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the complexity of the customers fabrication processes; |
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the internal technical capabilities of the customer; and |
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the customers budgetary constraints and, in particular,
the customers ability to devote resources to the
evaluation process. |
In addition, product purchases are frequently subject to delays,
particularly with respect to large customers for which our
products may represent a small percentage of their overall
purchases. As a result, our sales cycles are unpredictable. If
we incur substantial sales and engineering expenses without
generating revenues, our operating results could be harmed.
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From time to time, we might be subject to claims of
infringement of other parties proprietary rights, or to
claims that our intellectual property rights are invalid or
unenforceable, which could result in significant expense and
loss of intellectual property rights. |
In the future, we might receive claims that we are infringing
intellectual property rights of others, or claims that our
patents or other intellectual property rights are invalid or
unenforceable. We have received in the past, and may receive in
the future, communications from third parties inquiring about
our interest in licensing certain of their intellectual property
or more generally identifying intellectual property that may be
of interest to us. For example, we received such a communication
from Microelectronics and Computer Technology Corporation in
October 2001, with a follow-up letter in January 2002, inquiring
about our interest in acquiring a license to certain of their
patents and technology, and from IBM Corporation in February
2002, with a follow-up letter in August 2003, inquiring about
our interest and need to acquire a license to IBM patents and
technology related to high density integrated probes. We have
not engaged in a dialog with Microelectronics and Computer
Technology Corporation. We have engaged in a dialog with IBM
Corporation regarding our companies respective
intellectual property portfolios and technologies, and
anticipate that this dialog will continue. In August 2002,
subsequent to our initiating correspondence with Japan
Electronic Materials Corporation regarding the scope of our
intellectual property rights and the potential applicability of
those rights to certain of its wafer probe cards, Japan
Electronic Materials Corporation offered that precedent
technologies exist as to one of our foreign patents that we had
identified, and also referenced a U.S. patent in which it
stated we might take interest. For the inquiries we have
received to date, we do not believe we infringe any of the
identified patents and technology. The semiconductor industry is
characterized by uncertain and conflicting intellectual property
claims and vigorous protection and pursuit of these rights. The
resolution of any claims of this nature, with or without merit,
could be time consuming, result in costly litigation or cause
product shipment delays. In the event of an adverse ruling, we
might be required to pay substantial damages, cease the use or
sale of infringing products, spend significant resources to
develop non-infringing technology, discontinue the use of
certain technology or enter into license agreements. License
agreements, if required,
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might not be available on terms acceptable to us or at all. The
loss of access to any of our intellectual property or the
ability to use any of our technology could harm our business.
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If we fail to protect our proprietary rights, our
competitors might gain access to our technology, which could
adversely affect our ability to compete successfully in our
markets and harm our operating results. |
If we fail to protect our proprietary rights adequately, our
competitors might gain access to our technology. Unauthorized
parties might attempt to copy aspects of our products or to
obtain and use information that we regard as proprietary. Others
might independently develop similar or competing technologies or
methods or design around our patents. In addition, the laws of
many foreign countries in which we or our customers do business
do not protect our intellectual property rights to the same
extent as the laws of the United States. As a result, our
competitors might offer similar products and we might not be
able to compete successfully. We also cannot assure that:
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our means of protecting our proprietary rights will be adequate; |
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patents will be issued from our currently pending or future
applications; |
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our existing patents or any new patents will be sufficient in
scope or strength to provide any meaningful protection or
commercial advantage to us; |
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any patent, trademark or other intellectual property right that
we own will not be invalidated, circumvented or challenged in
the United States or foreign countries; or |
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others will not misappropriate our proprietary technologies or
independently develop similar technology, duplicate our products
or design around any patent or other intellectual property
rights that we own. |
We might be required to spend significant resources to monitor
and protect our intellectual property rights. We presently
believe that it is likely that one or more of our competitors
are using methodologies or have implemented structures into
certain of their products that are covered by one or more of our
intellectual property rights. See the Legal
Proceedings section of this annual report for a
description of the infringement actions we have brought against
Phicom Corporation, one of our competitors, and the invalidity
proceedings that Phicom has filed with the Korean Intellectual
Property Office against certain of our patents. In addition to
Phicom, other third parties have initiated challenges in foreign
patent offices against other of our patents. While we do not
have a monetary damages exposure in these various invalidity
proceedings, it is possible we will incur material expenses in
our litigation with Phicom or in defending our intellectual
property more broadly. Any litigation, whether or not it is
resolved in our favor, could result in significant expense to us
and divert the efforts of our technical and management
personnel. In addition, many of our customer contracts contain
provisions that require us to indemnify our customers for third
party intellectual property infringement claims, which would
increase the cost to us of an adverse ruling in such a claim. An
adverse determination could also prevent us from licensing our
technologies and methods to others.
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Our failure to comply with environmental laws and
regulations could subject us to significant fines and
liabilities, and new laws and regulations or changes in
regulatory interpretation or enforcement could make compliance
more difficult and costly. |
We are subject to various and frequently changing
U.S. federal, state and local, and foreign governmental
laws and regulations relating to the protection of the
environment, including those governing the discharge of
pollutants into the air and water, the management and disposal
of hazardous substances and wastes, the cleanup of contaminated
sites and the maintenance of a safe workplace. We could incur
substantial costs, including cleanup costs, civil or criminal
fines or sanctions and third-party claims for property damage or
personal injury, as a result of violations of or liabilities
under environmental laws and regulations or non-compliance with
the environmental permits required at our facilities.
In 2004, the Company resolved a Notice of Violation from the
California Department of Toxic Substances Control through its
corrective action and payment in the amount of $7,750, resolved
a Notice of
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Violation from the Bay Area Air Quality Management District
through its corrective action and payment in the amount of
$1,000, and resolved a Citation and Notification of Penalty from
the California Division of Occupational Safety and Health
through its corrective action and payment in the amount of $150.
In February and April 2004 the Company received a total of four
notices from the City of Livermore Water Resources Division
regarding violations of Applicable Discharge Limits in relation
to certain of its Wastewater Discharge/ Chemical Storage
permits. In March 2004 the Company reported to appropriate
authorities release of a fuel/water mixture resulting in a
Notice of Violation from the City of Livermore Water Resources
Division. The Company believes it instituted appropriate
corrective actions in all cases. Notwithstanding the
Companys corrective action, the Notices of Violation
remain unresolved and the Company may be subject to a penalty or
additional enforcement actions based thereupon. In August 2004,
the Company reported to the appropriate authorities overflow of
wastewater. The Company has not yet received any formal notices
from an agency or governmental authority regarding any potential
violation or notice of violation; and the matter, to date,
remains unresolved.
These laws, regulations and permits also could require the
installation of costly pollution control equipment or
operational changes to limit pollution emissions or decrease the
likelihood of accidental releases of hazardous substances. In
addition, new laws and regulations, stricter enforcement of
existing laws and regulations, the discovery of previously
unknown contamination at our or others sites or the
imposition of new cleanup requirements could require us to
curtail our operations, restrict our future expansion, subject
us to liability and cause us to incur future costs that would
have a negative effect on our operating results and cash flow.
|
|
|
Because we conduct some of our business internationally,
we are subject to operational, economic, financial and political
risks abroad. |
Sales of our products to customers outside the United States
have accounted for an important part of our revenues. Our
international sales as a percentage of our revenues were 64.2%
for fiscal 2004 and 49.9% for fiscal 2003. In the future, we
expect international sales, particularly into Europe, Japan,
South Korea and Taiwan, to continue to account for a significant
percentage of our revenues. Accordingly, we will be subject to
risks and challenges that we would not otherwise face if we
conducted our business only in the United States. These risks
and challenges include:
|
|
|
|
|
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 in, 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. |
Any of these factors could harm our existing international
operations and business or impair our ability to continue
expanding into international markets.
38
|
|
|
We might require additional capital to support business
growth, and such capital might not be available. |
We intend to continue to make investments to support business
growth and may require additional funds to respond to business
challenges, which include the need to develop new products or
enhance existing products, enhance our operating infrastructure
and acquire complementary businesses and technologies.
Accordingly, we may need to engage in equity or debt financing
to secure additional funds. Equity and debt financing, however,
might not be available when needed or, if available, might not
be available on terms satisfactory to us. If we are unable to
obtain adequate financing or financing on terms satisfactory to
us, our ability to continue to support our business growth and
to respond to business challenges could be significantly limited.
|
|
|
Our reported financial results may be adversely affected
by changes in accounting principles generally accepted in the
United States. |
We prepare our financial statements in conformity with
accounting principles generally accepted in the United States.
These accounting principles are subject to interpretation by the
Financial Accounting Standards Board, the American Institute of
Certified Public Accountants, the Securities and Exchange
Commission and various bodies formed to interpret and create
appropriate accounting principles. A change in these principles
or interpretations could have a significant effect on our
reported financial results, and could affect the reporting of
transactions completed before the announcement of a change.
|
|
|
The Sarbanes-Oxley Act of 2002 and related changes in
securities laws and regulations are likely to increase our
costs. |
The Sarbanes-Oxley Act of 2002 that became law in July 2002, as
well as new rules and regulations subsequently implemented by
the Securities and Exchange Commission, have required changes to
some of our corporate governance practices. The Act also
required us to implement additional disclosure and financial
controls. These rules and regulations have increased and will
continue to increase our legal and financial compliance costs,
and to make some activities more difficult, time consuming
and/or costly. We also expect these new rules and regulations to
make it more difficult and more expensive for us to obtain
director and officer liability insurance, and we may be required
to accept reduced coverage or incur substantially higher costs
to obtain coverage. These new rules and regulations could also
make it more difficult for us to attract and retain qualified
members of our board of directors, particularly to serve on our
audit committee, and qualified executive officers.
|
|
|
Unanticipated changes in our tax rates or exposure to
additional income tax liabilities could affect our
profitability. |
We are subject to income taxes in both the United States and
various foreign jurisdictions, and our domestic and
international tax liabilities are subject to the allocation of
expenses in different jurisdictions. Our effective tax rate
could be adversely affected by changes in the mix of earnings in
countries with different statutory tax rates, changes in the
valuation of deferred tax assets and liabilities, changes in tax
laws including pending tax law changes such as the benefit from
export sales and the research and development credit, and by
material audit assessments. In particular, the carrying value of
deferred tax assets, which are predominantly in the United
States, is dependent on our ability to generate future taxable
income in the United States. In addition, the amount of income
taxes we pay could be subject to ongoing audits in various
jurisdictions and a material assessment by a governing tax
authority could affect our profitability.
|
|
|
The trading price of our common stock has been and is
likely to continue to be volatile, and you might not be able to
sell your shares at or above the price that you paid for
them. |
The trading prices of the securities of technology companies
have been highly volatile, and from the date of our initial
public offering in June 2003 through December 25, 2004, our
stock price has ranged from $16.21 a share to $29.08 a share.
Accordingly, the trading price of our common stock is likely to
be subject to wide
39
fluctuations. Further, our securities have a limited trading
history. Factors affecting the trading price of our common stock
include:
|
|
|
|
|
variations in our operating results; |
|
|
|
announcements of technological innovations, new products or
product enhancements, strategic alliances or significant
agreements by us or by our competitors; |
|
|
|
recruitment or departure of key personnel; |
|
|
|
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; |
|
|
|
market conditions in our industry, the industries of our
customers and the economy as a whole; and |
|
|
|
sales or perceived sales of substantial amounts of our common
stock held by existing stockholders. |
In addition, if the market for technology stocks or the stock
market in general experiences continued or greater loss of
investor confidence, the trading price of our common stock could
decline for reasons unrelated to our business, operating results
or financial condition. The trading price of our common stock
also might decline in reaction to events that affect other
companies in our industry even if these events do not directly
affect us.
|
|
|
If securities analysts do not publish or stop publishing
research or reports about our business, our stock price could
decline. |
The trading market for our common stock will rely in part on the
research and reports that industry or financial analysts publish
about us or our business. We do not control these analysts. If
one or more of the analysts who cover us downgrade our stock,
our stock price would likely decline rapidly. If one or more of
these analysts cease coverage of our company, we could lose
visibility in the market, which in turn could cause our stock
price to decline. If securities analysts do not publish research
or reports about our business, our stock price could decline.
|
|
|
The concentration of our capital stock ownership with
insiders will likely limit your ability to influence corporate
matters. |
Our executive officers, directors, current 5% or greater
stockholders and entities affiliated with any of them together
beneficially own a large percentage of our outstanding common
stock. As a result, these stockholders, acting together, have
substantial influence over all matters that require approval by
our stockholders, including the election of directors and
approval of significant corporate transactions. As a result,
corporate actions might be taken even if other stockholders,
including you, oppose them. This concentration of ownership
might also have the effect of delaying or preventing a change of
control of our company that other stockholders may view as
beneficial.
|
|
|
Provisions of our certificate of incorporation and bylaws
or Delaware law might discourage, delay or prevent a change of
control of our company or changes in our management and,
therefore, depress the trading price of our common stock. |
Delaware corporate law and our certificate of incorporation and
bylaws contain provisions that could discourage, delay or
prevent a change in control of our company or changes in our
management that the stockholders of our company may deem
advantageous. These provisions:
|
|
|
|
|
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
662/3%
of our stockholders; |
|
|
|
require super-majority voting to amend some provisions in our
certificate of incorporation and bylaws; |
40
|
|
|
|
|
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. |
In addition, Section 203 of the Delaware General
Corporation Law may discourage, delay or prevent a change in
control of our company. In addition, on December 8, 2004,
our Compensation Committee approved entering into Change of
Control Severance Agreements with each of its named executive
officers and certain other executives. The Company adopted these
agreements as part of its review of compensation and benefits of
the Company.
|
|
Item 7A: |
Quantitative and Qualitative Disclosures about Market
Risk |
Foreign Currency Exchange Risk. Our revenues, except in
Japan, and our expenses, except those expenses related to our
operations in Germany, United Kingdom, Japan and Korea
operations, are denominated in U.S. dollars. Revenues and
accounts receivable from our Japanese customers are denominated
in Japanese Yen. We may purchase from time to time forward
exchange contracts to hedge certain existing foreign currency
denominated receivable. Gains and losses on these contracts are
generally recognized in income when the related transactions
being hedged are recognized.
As of December 25, 2004, we had outstanding foreign
currency exchange forward contracts to sell 180,893,000 Yen for
$1,697,851 with contract rates ranging from 103.87 Yen to 110.15
Yen per U.S. dollar. Fluctuations in foreign currency
exchange rates throughout fiscal 2004 and the unrealized loss or
fair value on these contracts totaled $43,142 as of
December 25, 2004 and was recognized in income. The fair
value on these foreign currency forward exchange contracts as of
December 25, 2004 would have changed by $174,000 if the
foreign currency exchange rate for the Japanese Yen to the
U.S. dollar on these forward contracts had changed by 10%.
We do not use derivative financial instruments for trading or
speculative purposes.
Interest Rate Risk. The primary objective of our
investment activities is to preserve principal while at the same
time maximizing the income we receive from our investments
without significantly increasing risk. Some of the securities in
which we invest may be subject to market risk. This means that a
change in prevailing interest rates may cause the principal
amount of the investment to fluctuate. For example, if we hold a
security that was issued with an interest rate fixed at the
then-prevailing rate and the prevailing interest rate later
rises, the principal amount of our investment will probably
decline. To minimize this risk in the future, we intend to
maintain our portfolio of cash equivalents, and marketable
securities in a variety of securities, including commercial
paper, money market funds, government and non-government debt
securities and certificates of deposit (see Note 3 of the
Notes to Consolidated Financial Statements). The risk associated
with fluctuating interest rates is limited to our investment
portfolio and we do not believe that a 10% change in interest
rates will have a significant impact on our interest income. As
of December 25, 2004, all of our investments were in money
market accounts, certificates of deposit or high quality
corporate debt obligations and U.S. government securities.
41
|
|
Item 8: |
Consolidated Financial Statements and Supplementary
Data |
Consolidated Financial Statements
The consolidated financial statements of FormFactor required by
this item are included in the section entitled
Consolidated Financial Statements of this Annual
Report on Form 10-K. See Item 15(a)(1) for a list of
FormFactors consolidated financial statements.
|
|
|
Selected Quarterly Financial Data |
The following selected quarterly financial data should be read
in conjunction with FormFactors consolidated financial
statements and the related notes and Item 7:
Managements Discussion and Analysis of Financial Condition
and Results of Operations. This information has been
derived from unaudited consolidated financial statements of
FormFactor that, in the Companys opinion, reflect all
recurring adjustments necessary to fairly state this information
when read in conjunction with FormFactors consolidated
financial statements and the related notes appearing in the
section entitled Consolidated Financial Statements.
The results of operations for any quarter are not necessarily
indicative of the results to be expected for any future period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 29, | |
|
June 28, | |
|
Sept. 27, | |
|
Dec. 27, | |
|
Mar. 27, | |
|
June 26, | |
|
Sept. 25, | |
|
Dec. 25, | |
|
|
2003 | |
|
2003 | |
|
2003 | |
|
2003 | |
|
2004 | |
|
2004 | |
|
2004 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands, except per share data) | |
Revenues
|
|
$ |
18,669 |
|
|
$ |
22,094 |
|
|
$ |
26,076 |
|
|
$ |
31,463 |
|
|
$ |
37,118 |
|
|
$ |
43,154 |
|
|
$ |
51,377 |
|
|
$ |
46,113 |
|
Cost of revenues
|
|
|
9,800 |
|
|
|
11,469 |
|
|
|
13,213 |
|
|
|
15,447 |
|
|
|
18,026 |
|
|
|
20,158 |
|
|
|
25,471 |
|
|
|
26,504 |
|
Stock-based compensation
|
|
|
138 |
|
|
|
150 |
|
|
|
163 |
|
|
|
161 |
|
|
|
155 |
|
|
|
157 |
|
|
|
154 |
|
|
|
160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin
|
|
|
8,731 |
|
|
|
10,475 |
|
|
|
12,700 |
|
|
|
15,855 |
|
|
|
18,937 |
|
|
|
22,839 |
|
|
|
25,752 |
|
|
|
19,449 |
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and Development
|
|
|
3,525 |
|
|
|
3,831 |
|
|
|
3,966 |
|
|
|
4,247 |
|
|
|
4,349 |
|
|
|
4,516 |
|
|
|
5,555 |
|
|
|
5,393 |
|
|
Selling, general and administrative
|
|
|
4,013 |
|
|
|
4,478 |
|
|
|
4,980 |
|
|
|
5,573 |
|
|
|
5,874 |
|
|
|
6,862 |
|
|
|
7,904 |
|
|
|
8,378 |
|
|
Stock-based compensation
|
|
|
636 |
|
|
|
623 |
|
|
|
638 |
|
|
|
653 |
|
|
|
552 |
|
|
|
564 |
|
|
|
455 |
|
|
|
462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
8,174 |
|
|
|
8,932 |
|
|
|
9,584 |
|
|
|
10,473 |
|
|
|
10,775 |
|
|
|
11,942 |
|
|
|
13,914 |
|
|
|
14,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
557 |
|
|
|
1,543 |
|
|
|
3,116 |
|
|
|
5,382 |
|
|
|
8,162 |
|
|
|
10,897 |
|
|
|
11,838 |
|
|
|
5,216 |
|
Interest and other income, net
|
|
|
129 |
|
|
|
131 |
|
|
|
520 |
|
|
|
786 |
|
|
|
138 |
|
|
|
325 |
|
|
|
479 |
|
|
|
2,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
686 |
|
|
|
1,674 |
|
|
|
3,636 |
|
|
|
6,168 |
|
|
|
8,300 |
|
|
|
11,222 |
|
|
|
12,317 |
|
|
|
7,224 |
|
Provision for income taxes
|
|
|
(263 |
) |
|
|
(642 |
) |
|
|
(1,395 |
) |
|
|
(2,349 |
) |
|
|
(3,197 |
) |
|
|
(4,466 |
) |
|
|
(4,820 |
) |
|
|
(1,402 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
423 |
|
|
|
1,032 |
|
|
|
2,241 |
|
|
|
3,819 |
|
|
|
5,103 |
|
|
|
6,756 |
|
|
|
7,497 |
|
|
|
5,822 |
|
Preferred stock dividend
|
|
|
(1,318 |
) |
|
|
(1,022 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount allocated to participating preferred stockholders
|
|
|
|
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) availabe to common stockholders
|
|
$ |
(895 |
) |
|
$ |
|
|
|
$ |
2,241 |
|
|
$ |
3,819 |
|
|
$ |
5,103 |
|
|
$ |
6,756 |
|
|
$ |
7,497 |
|
|
$ |
5,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common stockholders per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
(0.20 |
) |
|
$ |
|
|
|
$ |
0.07 |
|
|
$ |
0.11 |
|
|
$ |
0.14 |
|
|
$ |
0.18 |
|
|
$ |
0.20 |
|
|
$ |
0.15 |
|
|
Diluted
|
|
$ |
(0.20 |
) |
|
$ |
|
|
|
$ |
0.06 |
|
|
$ |
0.10 |
|
|
$ |
0.13 |
|
|
$ |
0.17 |
|
|
$ |
0.19 |
|
|
$ |
0.14 |
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
4,504 |
|
|
|
10,858 |
|
|
|
34,082 |
|
|
|
35,582 |
|
|
|
37,083 |
|
|
|
37,381 |
|
|
|
37,632 |
|
|
|
38,378 |
|
|
Diluted
|
|
|
4,504 |
|
|
|
10,858 |
|
|
|
37,090 |
|
|
|
38,789 |
|
|
|
40,231 |
|
|
|
40,609 |
|
|
|
40,499 |
|
|
|
40,643 |
|
42
|
|
Item 9: |
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure |
None.
|
|
Item 9A: |
Controls and Procedures |
Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange
Act of 1934, FormFactors management, including the Chief
Executive Officer and Chief Financial Officer, conducted an
evaluation as of December 25, 2004, of the effectiveness of
FormFactors disclosure controls and procedures
as defined in Exchange Act Rule 13a-15(e).
In the light of two restatements of previously issued financial
statements and audit adjustments and revisions made in the
fourth quarter to the 2004 financial statements, as described in
Managements Report on Internal Control over Financial
Reporting presented elsewhere in this Annual Report,
FormFactors management has concluded that the
Companys disclosure controls and procedures were not
effective as of December 25, 2004. To address the
deficiency, FormFactor has taken and expects to take the
remediation steps described below. In addition, in connection
with the preparation of this Annual Report, management of the
Company undertook and completed reconciliations, analyses,
reviews and control procedures in addition to those historically
completed to confirm that this Annual Report fairly presents in
all material respects the financial condition, results of
operations and cash flows of the Company as of, and for, the
periods presented in accordance with generally accepted
accounting principles applicable.
Internal Control over Financial Reporting
As required by Rule 13a-15(d) of the Securities Exchange
Act of 1934, FormFactor management, including the Chief
Executive Officer and Chief Financial Officer, also conducted an
evaluation of FormFactors internal control over
financial reporting as defined in Exchange Act
Rule 13a-15(f) to determine whether any changes in
FormFactors internal control over financial reporting
occurred during the fourth quarter of 2004 that materially
affected, or are reasonably likely to materially affect,
FormFactors internal control over financial reporting.
Based on that evaluation, there has been no such change during
the fourth fiscal quarter.
Limitations on Effectiveness of Controls
It should be noted that any system of controls, however well
designed and operated, can provide only reasonable, and not
absolute, assurance that the objectives of the system will be
met. The design of any control system is based, in part, upon
the benefits of the control system relative to its costs.
Control systems can be circumvented by the individual acts of
some persons, by collusion of two or more people, or by
management override of the control. In addition, over time,
controls may become inadequate because of changes in conditions,
or the degree of compliance with the policies or procedures may
deteriorate. In addition, the design of any control system is
based in part upon certain assumptions about the likelihood of
future events.
Managements Report on Internal Control over Financial
Reporting
Managements Report on Internal Control over Financial
Reporting appears on page 48 of this annual report and is
incorporated by reference herein.
|
|
Item 9B: |
Other Information |
None.
43
PART III
|
|
Item 10: |
Directors and Executive Officers of the Registrant |
Except for the information regarding executive officers required
by Item 401 of Regulation S-K, which is included in
Part I of this Annual Report on Form 10-K as
Item 1A, we incorporate the information required by this
item by reference to our definitive proxy statement for our 2005
annual meeting of stockholders. We refer to this proxy statement
as our 2005 Proxy Statement. Our 2005 Proxy Statement will be
filed with the Securities and Exchange Commission on or before
April 24, 2005.
|
|
Item 11: |
Executive Compensation |
We incorporate the information required by this item by
reference to our 2005 Proxy Statement.
|
|
Item 12: |
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters |
We incorporate the information required by this item by
reference to our 2005 Proxy Statement.
|
|
Item 13: |
Certain Relationships and Related Transactions |
We incorporate the information required by this item by
reference to our 2005 Proxy Statement.
|
|
Item 14: |
Principal Accountant Fees and Services |
We incorporate the information required by this item by
reference to our 2005 Proxy Statement.
PART IV
Item 15: Exhibits,
Financial Statement Schedules, and Reports on
Form 8-K
(a) The following documents are filed as part of this
Annual Report on Form 10-K:
|
|
|
(1) Consolidated Financial Statements: |
|
|
|
Report of Independent Registered Public Accounting Firm |
|
|
Consolidated Balance Sheets |
|
|
Consolidated Income Statements |
|
|
Consolidated Statements of Stockholders Equity (Deficit) |
|
|
Consolidated Statements of Cash Flows |
|
|
Notes to Consolidated Financial Statements |
|
|
|
(2) Financial Statement Schedule: |
|
|
|
Schedule II Valuation and Qualifying Accounts |
|
|
All other schedules are omitted as the required information is
inapplicable or the information is presented in the Consolidated
Financial Statement or Notes to Consolidated Financial
Statements under Item 8 of this Annual Report on
Form 10-K. |
The exhibits listed in the accompanying Index to Exhibits are
filed or incorporated by reference as part of this Annual Report
on Form 10-K.
44
(b) Exhibits: The following exhibits are filed as part of
this Annual Report on Form 10-K:
|
|
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Description |
|
|
|
|
10 |
.11* |
|
Key Management Bonus Plan (2004) |
|
10 |
.12* |
|
Sales Incentive Plan (first half 2004) |
|
|
10 |
.35 |
|
Letter Agreement by and between Infineon Technologies
Aktiengesellschaft and FormFactor dated December 10, 2003 |
|
|
10 |
.45* |
|
Probe Card Purchase Agreement by and between Elpida Memory, Inc.
and FormFactor dated April 1, 2002 and Agreement by and
between Elpida Memory, Inc. and FormFactor dated August 18,
2003 |
|
|
10 |
.46 |
|
Written description of material definitive agreement to increase
director compensation entered into on February 16, 2005 |
|
|
10 |
.47 |
|
Intel Agreement Amendment V |
|
|
10 |
.48 |
|
Form of Change of Control Severance Agreement |
|
|
10 |
.49 |
|
Joseph R. Bronson offer letter |
|
|
10 |
.50 |
|
Ronald Foster offer letter |
|
|
23 |
.01 |
|
Consent of Independent Registered Public Accounting Firm |
|
|
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 |
|
|
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 |
|
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 |
|
|
|
|
* |
Confidential treatment has been requested for portions of this
exhibit. These portions have been omitted from this
Form 10-K and have been filed separately with the
Securities and Exchange Commission. |
|
|
** |
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. |
45
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Livermore, State of
California, on the 11th day of March 2005.
|
|
|
|
|
Jens Meyerhoff |
|
Chief Operating Officer and |
|
Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
whose signature appears below constitutes and appoints
Dr. Igor Y. Khandros, Jens Meyerhoff and Stuart L.
Merkadeau, and each of them, his true and lawful
attorneys-in-fact and agents with full power of substitution,
for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Annual Report
on Form 10-K and any other documents in connection
therewith, and to file the same, with all exhibits thereto, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act requisite and
necessary to be done with respect to this Annual Report on
Form 10-K, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
Principal Executive Officer and Director: |
|
|
|
|
|
/s/ DR. IGOR Y.
KHANDROS
Dr.
Igor Y. Khandros |
|
Chief Executive Officer and Director |
|
March 11, 2005 |
|
Principal Financial Officer: |
|
|
|
|
|
/s/ JENS MEYERHOFF
Jens
Meyerhoff |
|
Chief Operating Officer and
Chief Financial Officer |
|
March 11, 2005 |
|
Principal Accounting Officer: |
|
|
|
|
|
/s/ RICHARD MITTERMAIER
Richard
Mittermaier |
|
Principal Accounting Officer |
|
March 11, 2005 |
|
Additional Directors: |
|
|
|
|
|
/s/ HOMA BAHRAMI
Homa
Bahrami |
|
Director |
|
March 11, 2005 |
46
|
|
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
/s/ JOSEPH R. BRONSON
Joseph
R. Bronson |
|
President, member of the Office of the Chief Executive Officer
and Director |
|
March 11, 2005 |
|
/s/ DR. WILLIAM H. DAVIDOW
Dr.
William H. Davidow |
|
Director |
|
March 11, 2005 |
|
/s/ G. CARL EVERETT, JR.
G.
Carl Everett, Jr. |
|
Director |
|
March 11, 2005 |
|
/s/ JAMES A. PRESTRIDGE
James
A. Prestridge |
|
Director |
|
March 11, 2005 |
|
/s/ HARVEY A. WAGNER
Harvey
A. Wagner |
|
Director |
|
March 11, 2005 |
47
CONSOLIDATED FINANCIAL STATEMENTS
As required under Item 8: Consolidated Financial
Statements and Supplementary Data, the consolidated
financial statements of FormFactor are provided in this section
as follows:
Managements Report on Internal Control over Financial
Reporting
The Companys management is responsible for establishing
and maintaining adequate internal control over financial
reporting as defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act of 1934. The Companys internal
control over financial reporting is a process designed 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.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or the degree of
compliance with the policies or procedures may deteriorate.
Under the supervision of the Companys VP
Finance Corporate Controller, and with the
participation of management, including the Chief Executive
Officer, President and Chief Financial Officer, the Company
conducted an evaluation of the effectiveness of its internal
control over financial reporting as of December 25, 2004.
This evaluation was based on the framework in Internal
Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
As of December 25, 2004, the Company did not maintain
effective controls over the financial reporting process because
the Company lacked a sufficient complement of personnel with a
level of technical accounting expertise that is commensurate
with the Companys financial reporting requirements. This
control deficiency resulted in two restatements of prior period
financial statements. In July 2004, the Company restated its
financial statements for 2001, 2002 and 2003 and for the first
quarter of 2004 and corresponding period in 2003 to correct
stock-based compensation expense due to a change in the
amortization schedule of deferred stock-based compensation
recorded in connection with the Companys June 2003 initial
public offering and to reclassify a portion of stock-based
compensation expense from operating expenses to cost of
revenues. In November 2004, the Company restated its financial
statements for 2001, 2002 and 2003 and for the first, second and
third quarters of 2004 and corresponding periods in 2003 to
correct its calculations of net income (loss) per share to
reflect the impact of cumulative dividend rights and
participating dividend rights of its redeemable convertible
preferred stock in its calculation of net income (loss) per
share. This control deficiency also resulted in audit
adjustments in the fourth quarter 2004 financial statements and
revisions to the financial statement disclosures as of
December 25, 2004.
A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements may not be prevented or detected. The lack
of a sufficient complement of personnel with a level of
technical accounting expertise that is commensurate with the
Companys financial reporting requirements is a material
weakness that could result in a material misstatement of annual
or interim financial statements that would not be prevented or
detected. Because of the material weakness, management concluded
that the Company did not maintain effective internal control
over financial exporting as of December 25, 2004, based on
criteria in Internal Control Integrated
Framework.
Managements assessment of the effectiveness of the
Companys internal control over financial reporting as of
December 25, 2004, has been audited by
PricewaterhouseCoopers LLP, the Companys independent
registered public accounting firm, as stated in their report
which appears herein.
Remediation Steps to Address Material Weakness
During fiscal year 2004, the Company took several steps toward
remediation of the material weakness described above, including
hiring an Internal Audit Director and a Tax Director. However,
as of December 25, 2004 the hiring of a dedicated Chief
Financial Officer and additional technical accounting
48
resources were significant steps in the remediation plan that
were not completed. Although the Company hired Ronald C. Foster
on March 2, 2005, who will become the Companys
dedicated Chief Financial Officer on March 14, 2005,
managements assessment relates to the effectiveness of
internal control over financial reporting as of
December 25, 2004, at which time this material weakness had
not been remediated.
The Company is continuing to improve its internal control over
financial reporting, by implementing appropriate remediation
steps that may be required, including educating and training its
employees, and recruiting and retaining qualified technical
expertise to staff the Companys finance function.
49
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of FormFactor,
Inc.:
We have completed an integrated audit of FormFactor, Inc.s
2004 consolidated financial statements and of its internal
control over financial reporting as of December 25, 2004
and audits of its 2003 and 2002 consolidated financial
statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Our
opinions, based on our audits, are presented below.
Consolidated financial statements and financial statement
schedule
In our opinion, the consolidated financial statements listed in
the index appearing under Item 15 (a) (1) present
fairly, in all material respects, the financial position of
FormFactor, Inc. and its subsidiaries at December 25, 2004
and December 27, 2003, and the results of their operations
and their cash flows for each of the three years in the period
ended December 25, 2004 in conformity with accounting
principles generally accepted in the United States of America.
In addition, in our opinion, the financial statement schedule
listed in the index appearing under Item 15 (a)
(2) presents fairly, in all material respects, the
information set forth therein when read in conjunction with the
related consolidated financial statements. These financial
statements and financial statement schedule are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.
We conducted our audits of these statements in accordance with
the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit of financial statements includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Internal control over financial reporting
Also, we have audited managements assessment, included in
Managements Report on Internal Control over Financial
Reporting appearing under Item 8, that FormFactor, Inc. did
not maintain effective internal control over financial reporting
as of December 25, 2004, because of the effect of the
material weakness relating to the lack of a sufficient
complement of personnel with a level of technical accounting
expertise that is commensurate with the Companys financial
reporting requirements, based on criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Companys management is responsible
for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is
to express opinions on managements assessment and on the
effectiveness of the Companys internal control over
financial reporting based on our audit.
We conducted our audit of internal control over financial
reporting in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over
financial reporting was maintained in all material respects. An
audit of internal control over financial reporting includes
obtaining an understanding of internal control over financial
reporting, evaluating managements assessment, testing and
evaluating the design and operating effectiveness of internal
control, and performing such other procedures as we consider
necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinions.
A companys internal control over financial reporting is a
process designed 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. A companys
internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company;
50
(ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected. The
following material weakness has been identified and included in
managements assessment. The lack of a sufficient
complement of personnel with a level of technical accounting
expertise that is commensurate with the Companys financial
reporting requirements is a material weakness that could result
in a material misstatement of annual and interim financial
statements that would not be prevented or detected. This
material weakness was considered in determining the nature,
timing, and extent of audit tests applied in our audit of the
2004 consolidated financial statements, and our opinion
regarding the effectiveness of the Companys internal
control over financial reporting does not affect our opinion on
those consolidated financial statements.
In our opinion, managements assessment that FormFactor,
Inc. did not maintain effective internal control over financial
reporting as of December 25, 2004, is fairly stated, in all
material respects, based on criteria established in Internal
Control Integrated Framework issued by the COSO.
Also, in our opinion, because of the effect of the material
weakness described above on the achievement of the objectives of
the control criteria, FormFactor, Inc. has not maintained
effective internal control over financial reporting as of
December 25, 2004, based on criteria established in
Internal Control Integrated Framework issued
by the COSO.
/s/
PricewaterhouseCoopers
LLP
PricewaterhouseCoopers LLP
San Jose, California
March 11, 2005
51
FORMFACTOR, INC.
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
December 27, | |
|
December 25, | |
|
|
2003 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In thousands, except share | |
|
|
and per share data) | |
ASSETS |
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
12,855 |
|
|
$ |
34,836 |
|
|
Marketable securities
|
|
|
166,415 |
|
|
|
156,647 |
|
|
Accounts receivable, net of allowance for doubtful accounts of
$103 in 2003 and $41 in 2004
|
|
|
19,698 |
|
|
|
25,054 |
|
|
Inventories, net
|
|
|
8,025 |
|
|
|
11,232 |
|
|
Deferred tax assets
|
|
|
2,825 |
|
|
|
7,587 |
|
|
Prepaid expenses and other current assets
|
|
|
2,744 |
|
|
|
4,760 |
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
212,562 |
|
|
|
240,116 |
|
Restricted cash
|
|
|
2,550 |
|
|
|
2,250 |
|
Property and equipment, net
|
|
|
22,566 |
|
|
|
59,356 |
|
Deferred tax assets
|
|
|
1,202 |
|
|
|
570 |
|
Other assets
|
|
|
356 |
|
|
|
274 |
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
239,236 |
|
|
$ |
302,566 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
10,579 |
|
|
$ |
17,556 |
|
|
Accrued liabilities
|
|
|
10,134 |
|
|
|
14,685 |
|
|
Deferred revenue and customer advances
|
|
|
1,005 |
|
|
|
2,770 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
21,718 |
|
|
|
35,011 |
|
Deferred revenue and customer advances
|
|
|
433 |
|
|
|
195 |
|
Deferred rent
|
|
|
2,071 |
|
|
|
2,185 |
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
24,222 |
|
|
|
37,391 |
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 6)
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value:
|
|
|
|
|
|
|
|
|
|
|
Authorized: 10,000,000 shares issued and outstanding: none
in 2003 and 2004
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value:
|
|
|
|
|
|
|
|
|
|
|
Authorized: 250,000,000 shares issued and outstanding:
36,808,906 shares in 2003 and 38,885,637 shares in 2004
|
|
|
37 |
|
|
|
39 |
|
|
Additional paid-in capital
|
|
|
226,592 |
|
|
|
249,149 |
|
|
Notes receivable from stockholders
|
|
|
(661 |
) |
|
|
|
|
|
Deferred stock-based compensation, net
|
|
|
(7,902 |
) |
|
|
(5,413 |
) |
|
Accumulated other comprehensive loss
|
|
|
(4 |
) |
|
|
(730 |
) |
|
Retained earnings (deficit)
|
|
|
(3,048 |
) |
|
|
22,130 |
|
|
|
|
|
|
|
|
|
|
Total stockholders equity:
|
|
|
215,014 |
|
|
|
265,175 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$ |
239,236 |
|
|
$ |
302,566 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
52
FORMFACTOR, INC.
CONSOLIDATED STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended | |
|
|
| |
|
|
December 28, | |
|
December 27, | |
|
December 25, | |
|
|
2002 | |
|
2003 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands, except per share data) | |
Revenues
|
|
$ |
78,684 |
|
|
$ |
98,302 |
|
|
$ |
177,762 |
|
Cost of revenues
|
|
|
39,456 |
|
|
|
49,929 |
|
|
|
90,159 |
|
Stock-based compensation
|
|
|
426 |
|
|
|
612 |
|
|
|
626 |
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
38,802 |
|
|
|
47,761 |
|
|
|
86,977 |
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development(1)
|
|
|
14,592 |
|
|
|
15,569 |
|
|
|
19,813 |
|
|
Selling, general and administrative(1)
|
|
|
17,005 |
|
|
|
19,044 |
|
|
|
29,018 |
|
|
Stock-based compensation
|
|
|
2,039 |
|
|
|
2,550 |
|
|
|
2,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
33,636 |
|
|
|
37,163 |
|
|
|
50,864 |
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
5,166 |
|
|
|
10,598 |
|
|
|
36,113 |
|
Interest income
|
|
|
808 |
|
|
|
1,041 |
|
|
|
2,450 |
|
Interest expense
|
|
|
(79 |
) |
|
|
(38 |
) |
|
|
|
|
Other income (expense), net
|
|
|
(87 |
) |
|
|
563 |
|
|
|
500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
642 |
|
|
|
1,566 |
|
|
|
2,950 |
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
5,808 |
|
|
|
12,164 |
|
|
|
39,063 |
|
Benefit (provision) for income taxes
|
|
|
3,558 |
|
|
|
(4,649 |
) |
|
|
(13,885 |
) |
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
9,366 |
|
|
|
7,515 |
|
|
|
25,178 |
|
Preferred stock dividend
|
|
|
(5,272 |
) |
|
|
(2,340 |
) |
|
|
|
|
Amount allocated to participating preferred stockholders
|
|
|
(3,479 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
$ |
615 |
|
|
$ |
5,165 |
|
|
$ |
25,178 |
|
|
|
|
|
|
|
|
|
|
|
Net income per share available to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.14 |
|
|
$ |
0.25 |
|
|
$ |
0.67 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$ |
0.10 |
|
|
$ |
0.19 |
|
|
$ |
0.63 |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
4,413 |
|
|
|
21,012 |
|
|
|
37,647 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
5,906 |
|
|
|
29,280 |
|
|
|
40,054 |
|
|
|
|
|
|
|
|
|
|
|
(1) Amounts exclude stock-based compensation, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
$ |
708 |
|
|
$ |
893 |
|
|
$ |
830 |
|
|
|
Selling, general and administrative
|
|
|
1,331 |
|
|
|
1,657 |
|
|
|
1,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
2,039 |
|
|
$ |
2,550 |
|
|
$ |
2,033 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
53
FORMFACTOR, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(DEFICIT)
For the Years Ended December 28, 2002,
December 27, 2003 and December 25, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes | |
|
|
|
Accumulated |
|
|
|
|
|
|
Common Stock | |
|
Additional | |
|
Receivable | |
|
Deferred | |
|
Other |
|
Retained | |
|
|
|
|
| |
|
Paid-In | |
|
from | |
|
Stock-Based | |
|
Comprehensive |
|
Earnings | |
|
|
|
|
Shares | |
|
Amount | |
|
Capital | |
|
Stockholders | |
|
Compensation | |
|
Loss |
|
(Deficit) | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
| |
|
| |
|
|
(In thousands, except share data) | |
Balances, December 29, 2001
|
|
|
4,578,450 |
|
|
$ |
5 |
|
|
$ |
10,211 |
|
|
$ |
(3,818 |
) |
|
$ |
(4,051 |
) |
|
$ |
|
|
|
$ |
(19,929 |
) |
|
$ |
(17,582 |
) |
Repayment of notes receivable from stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26 |
|
Issuance of common stock pursuant to exercise of options for cash
|
|
|
223,113 |
|
|
|
|
|
|
|
1,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,070 |
|
Issuance of common stock for services provided
|
|
|
7,538 |
|
|
|
|
|
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57 |
|
Repurchase of common stock for cash and in connection with
cancellation of notes receivable from stockholders
|
|
|
(128,983 |
) |
|
|
|
|
|
|
(351 |
) |
|
|
345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6 |
) |
Deferred stock-based compensation, net of cancellations
|
|
|
|
|
|
|
|
|
|
|
9,196 |
|
|
|
|
|
|
|
(9,196 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Recognition of stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,465 |
|
|
|
|
|
|
|
|
|
|
|
2,465 |
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,366 |
|
|
|
9,366 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 28, 2002
|
|
|
4,680,118 |
|
|
|
5 |
|
|
|
20,183 |
|
|
|
(3,447 |
) |
|
|
(10,782 |
) |
|
|
|
|
|
|
(10,563 |
) |
|
|
(4,604 |
) |
Repurchase of common stock
|
|
|
(100,000 |
) |
|
|
|
|
|
|
(200 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(200 |
) |
Issuance of common stock in connection with initial public
offering and follow-on offering, net of issuance costs
|
|
|
8,755,171 |
|
|
|
9 |
|
|
|
137,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137,835 |
|
Conversion of redeemable convertible preferred stock into common
stock upon initial public offering
|
|
|
23,002,626 |
|
|
|
23 |
|
|
|
64,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,895 |
|
Conversion of redeemable convertible preferred stock warrants
into common stock warrants
|
|
|
|
|
|
|
|
|
|
|
306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
306 |
|
Issuance of common stock pursuant to net exercise of common
stock warrants
|
|
|
45,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of notes receivable from stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,786 |
|
Issuance of common stock pursuant to exercise of options for cash
|
|
|
425,653 |
|
|
|
|
|
|
|
1,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,655 |
|
Tax benefit from exercise of common stock options
|
|
|
|
|
|
|
|
|
|
|
1,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,668 |
|
Deferred stock-based compensation, net of cancellations
|
|
|
|
|
|
|
|
|
|
|
282 |
|
|
|
|
|
|
|
(282 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Recognition of deferred stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,162 |
|
|
|
|
|
|
|
|
|
|
|
3,162 |
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes | |
|
|
|
Accumulated | |
|
|
|
|
|
|
Common Stock | |
|
Additional | |
|
Receivable | |
|
Deferred | |
|
Other | |
|
Retained | |
|
|
|
|
| |
|
Paid-In | |
|
from | |
|
Stock-Based | |
|
Comprehensive | |
|
Earnings | |
|
|
|
|
Shares | |
|
Amount | |
|
Capital | |
|
Stockholders | |
|
Compensation | |
|
Loss | |
|
(Deficit) | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands, except share data) | |
Components of other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gain on marketable securities, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47 |
|
|
|
|
|
|
|
47 |
|
|
Translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(51 |
) |
|
|
|
|
|
|
(51 |
) |
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,515 |
|
|
|
7,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 27, 2003
|
|
|
36,808,906 |
|
|
|
37 |
|
|
|
226,592 |
|
|
|
(661 |
) |
|
|
(7,902 |
) |
|
|
(4 |
) |
|
|
(3,048 |
) |
|
|
215,014 |
|
Repayment of notes receivable from stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
661 |
|
Issuance of common stock pursuant to exercise of options for cash
|
|
|
1,789,495 |
|
|
|
2 |
|
|
|
10,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,394 |
|
Issuance of common stock under the Employee Stock Purchase Plan
|
|
|
287,236 |
|
|
|
|
|
|
|
3,439 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,439 |
|
Tax benefit from exercise of common stock options
|
|
|
|
|
|
|
|
|
|
|
8,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,556 |
|
Deferred stock-based compensation, net of cancellations
|
|
|
|
|
|
|
|
|
|
|
170 |
|
|
|
|
|
|
|
(170 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Recognition of deferred stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,659 |
|
|
|
|
|
|
|
|
|
|
|
2,659 |
|
Components of other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized loss on marketable securities, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(496 |
) |
|
|
|
|
|
|
(496 |
) |
|
Translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(230 |
) |
|
|
|
|
|
|
(230 |
) |
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,178 |
|
|
|
25,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 25, 2004
|
|
|
38,885,637 |
|
|
$ |
39 |
|
|
$ |
249,149 |
|
|
$ |
|
|
|
$ |
(5,413 |
) |
|
$ |
(730 |
) |
|
$ |
22,130 |
|
|
$ |
265,175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
55
FORMFACTOR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended | |
|
|
| |
|
|
December 28, | |
|
December 27, | |
|
December 25, | |
|
|
2002 | |
|
2003 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
9,366 |
|
|
$ |
7,515 |
|
|
$ |
25,178 |
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
5,392 |
|
|
|
5,147 |
|
|
|
6,987 |
|
|
|
Stock-based compensation expense
|
|
|
2,465 |
|
|
|
3,162 |
|
|
|
2,659 |
|
|
|
Common stock issued for services provided
|
|
|
57 |
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
(4,072 |
) |
|
|
1,458 |
|
|
|
(4,130 |
) |
|
|
Tax benefits from employee stock option plans
|
|
|
|
|
|
|
1,668 |
|
|
|
8,556 |
|
|
|
Interest income from stockholders notes receivable
|
|
|
(238 |
) |
|
|
(160 |
) |
|
|
|
|
|
|
Provision for doubtful accounts
|
|
|
(161 |
) |
|
|
(150 |
) |
|
|
(61 |
) |
|
|
Provision for excess and obsolete inventories
|
|
|
1,279 |
|
|
|
1,959 |
|
|
|
4,462 |
|
|
|
Loss on disposal of property and equipment
|
|
|
322 |
|
|
|
10 |
|
|
|
|
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
38 |
|
|
|
(7,547 |
) |
|
|
(5,294 |
) |
|
|
|
Inventories
|
|
|
(3,119 |
) |
|
|
(5,755 |
) |
|
|
(7,668 |
) |
|
|
|
Prepaids and other current assets
|
|
|
(1,412 |
) |
|
|
918 |
|
|
|
(1,905 |
) |
|
|
|
Accounts payable
|
|
|
1,163 |
|
|
|
3,842 |
|
|
|
804 |
|
|
|
|
Accrued liabilities
|
|
|
1,828 |
|
|
|
933 |
|
|
|
4,446 |
|
|
|
|
Deferred rent
|
|
|
|
|
|
|
2,071 |
|
|
|
114 |
|
|
|
|
Deferred revenues
|
|
|
(55 |
) |
|
|
(28 |
) |
|
|
1,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
12,853 |
|
|
|
15,043 |
|
|
|
35,675 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property and equipment
|
|
|
(4,177 |
) |
|
|
(11,151 |
) |
|
|
(37,727 |
) |
|
Purchase of marketable securities
|
|
|
(34,111 |
) |
|
|
(257,091 |
) |
|
|
(138,693 |
) |
|
Proceeds from maturities and sales of marketable securities
|
|
|
22,590 |
|
|
|
109,255 |
|
|
|
147,966 |
|
|
Restricted cash
|
|
|
(2,835 |
) |
|
|
285 |
|
|
|
300 |
|
|
Other assets
|
|
|
63 |
|
|
|
83 |
|
|
|
(40 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(18,470 |
) |
|
|
(158,619 |
) |
|
|
(28,194 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock, net
|
|
|
1,070 |
|
|
|
139,490 |
|
|
|
13,833 |
|
|
Repayment of notes receivable from stockholders
|
|
|
26 |
|
|
|
2,786 |
|
|
|
661 |
|
|
Repurchase of common stock
|
|
|
(6 |
) |
|
|
(200 |
) |
|
|
|
|
|
Proceeds from issuance of bank line of credit
|
|
|
375 |
|
|
|
1,000 |
|
|
|
|
|
|
Repayment of notes payable
|
|
|
(602 |
) |
|
|
(1,125 |
) |
|
|
|
|
|
Repayment of bank line of credit
|
|
|
|
|
|
|
(1,375 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
863 |
|
|
|
140,576 |
|
|
|
14,494 |
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
|
|
|
|
44 |
|
|
|
6 |
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(4,754 |
) |
|
|
(2,956 |
) |
|
|
21,981 |
|
Cash and cash equivalents, beginning of year
|
|
|
20,565 |
|
|
|
15,811 |
|
|
|
12,855 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year
|
|
$ |
15,811 |
|
|
$ |
12,855 |
|
|
$ |
34,836 |
|
|
|
|
|
|
|
|
|
|
|
Non-cash financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common stock in connection with cancellation of
notes receivable from stockholders
|
|
$ |
345 |
|
|
$ |
200 |
|
|
$ |
|
|
|
Conversion of redeemable convertible preferred stock and
warrants to common stock
|
|
$ |
|
|
|
$ |
65,201 |
|
|
$ |
|
|
|
Deferred stock-based compensation
|
|
$ |
9,196 |
|
|
$ |
282 |
|
|
$ |
170 |
|
|
Purchases of property and equipment through accounts payable
|
|
|
|
|
|
|
|
|
|
$ |
6,157 |
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$ |
79 |
|
|
$ |
38 |
|
|
$ |
|
|
|
Income taxes paid
|
|
$ |
179 |
|
|
$ |
2,573 |
|
|
$ |
10,271 |
|
The accompanying notes are an integral part of these
consolidated financial statements.
56
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
Note 1 |
Formation and Business of the Company: |
FormFactor, Inc. (the Company) was incorporated on
April 15, 1993 to design, develop, manufacture, sell and
support precision, high performance advanced semiconductor wafer
probe cards. The Company is based in Livermore, California, home
to its corporate offices, research and development, and
manufacturing locations. The Company has offices in California,
Japan, Hungary, Germany and South Korea.
Our fiscal year ends on the last Saturday in December. The
fiscal years ended December 25, 2004, December 27,
2003 and December 28, 2002 had 52 weeks each.
The Securities and Exchange Commission declared the
Companys first registration statement, which the Company
filed on Form S-1 (Registration No. 333-86738) under
the Securities Act of 1933 in connection with the initial public
offering of its common stock, effective on June 11, 2003.
Under this registration statement, the Company registered
6,900,000 shares of its common stock, including
900,000 shares subject to the underwriters
over-allotment option, with an aggregate public offering price
of $96,600,000. The Company registered 6,505,305 of these shares
on its behalf and 394,695 of these shares on behalf of certain
stockholders of the Company, including a director and certain
officers of the Company.
In June 2003 the Company completed its initial public offering
in which it sold 5,605,305 shares of the Companys
common stock that it registered on its behalf and
394,695 shares on behalf of the selling stockholders. The
shares were sold for the aggregate public offering price of
$84,000,000. The underwriters exercised their over-allotment
option to purchase 900,000 shares on June 20,
2003 and in connection with the options exercise, the
Company sold 900,000 shares for the aggregate public
offering price of $12,600,000. The sale of shares of common
stock by the Company, including the sale of 900,000 shares
pursuant to the exercise of the over-allotment option by the
underwriters, resulted in aggregate gross proceeds of
approximately $91,100,000, approximately $6,400,000 of which the
Company applied to underwriting discounts and commissions and
approximately $2,700,000 of which the Company applied to related
costs. As a result, the Company received approximately
$82,000,000 of the offering proceeds.
The sale of shares of common stock by the selling stockholders
resulted in aggregate gross proceeds of approximately
$5,500,000, approximately $2,700,000 of which the selling
stockholders paid to the Company to repay loans from the Company
and approximately $387,000 of which the selling stockholders
applied to underwriting discounts and commissions. As result,
the selling stockholders received approximately $2,400,000 of
the offering proceeds.
|
|
|
Follow-On Public Offering |
The Securities and Exchange Commission declared the
Companys follow-on registration statement, which the
Company filed on Form S-1 (Registration
No. 333-109815) under the Securities Act of 1933 in
connection with the follow-on public offering of its common
stock, effective on November 4, 2003. Under this
registration statement, the Company and certain stockholders of
the Company offered 5,750,000 shares of the Companys
common stock, including 750,000 shares subject to the
underwriters over-allotment option, with an aggregate
public offering price of $149,500,000. The Company registered
2,249,866 of these shares, including 750,000 shares subject
to the underwriters over-allotment option, on its behalf
and 3,500,134 of these shares on behalf of certain stockholders
of the Company, including certain officers of the Company and an
officer who is also a director of the Company.
On November 10, 2003, the Company completed its follow-on
offering in which it sold 2,249,866 shares of its common
stock and the selling stockholders sold 3,500,134 shares of
the Companys common stock. The
57
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
sale of shares of common stock by the Company, including the
sale of 750,000 shares pursuant to the exercise of the
over-allotment option by the underwriters, resulted in aggregate
gross proceeds of approximately $58,500,000, approximately
$2,600,000 of which the Company applied to underwriting
discounts and commissions. As a result, the Company received
approximately $55,900,000 of the offering proceeds.
The sale of shares of common stock by the selling stockholders
resulted in aggregate gross proceeds of approximately
$91,000,000, of which $4,100,000 was applied to underwriting
discounts and commissions. As a result, the selling stockholders
received approximately $86,900,000 of the offering proceeds.
|
|
Note 2 |
Summary of Significant Accounting Policies: |
|
|
|
Basis of Consolidation and Foreign Currency
Translation |
The consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries. All material
intercompany balances and transactions have been eliminated.
Translation gains and losses resulting from the process of
remeasuring into the United States of America dollar the foreign
currency financial statements of the Companys wholly owned
subsidiaries, for which the United States of America dollar is
the functional currency, are included in operations. For the
Companys international subsidiaries which use their local
currency as their functional currency, assets and liabilities
are translated at exchange rates in effect at the balance sheet
date and revenue and expense accounts at average exchange rates
during the period. Resulting translation adjustments are
recorded directly to accumulated other comprehensive income
(loss).
In accordance with accounting principles generally accepted in
the United States of America, management utilizes certain
estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. The primary estimates underlying the
Companys financial statements include allowance for
doubtful accounts receivable, inventories, investments, income
taxes, warranty obligations, contingencies, litigation and
accrual for other liabilities. Actual results could differ from
those estimates.
|
|
|
Cash and Cash Equivalents |
The Company considers all highly liquid investments with
original maturities or remaining maturities of three months or
less, at the date of purchase, to be cash equivalents. Cash and
cash equivalents include money market and various deposit
accounts.
The Company has classified its marketable securities as
available-for-sale. All marketable securities
represent the investment of funds available for current
operations, notwithstanding their contractual maturities. Such
marketable securities are recorded at fair value and unrealized
gains and losses, if material, are recorded as a separate
component of stockholders equity until realized. Realized
gains and losses on sale of all such securities are reported in
earnings, computed using the specific identification cost method.
Certain amounts in the prior year consolidated financial
statements were reclassified to confirm to the current
years presentation. In particular, the Company has
reclassified certain auction rate securities, for which interest
rates reset in less than 90 days, but for which the
maturity date is longer than 90 days, and certain other
short term investments where original or remaining maturity, at
the date of purchase was longer
58
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
than 90 days from cash and cash equivalents to short-term
marketable securities. This resulted in a reclassification from
cash and cash equivalents to short-term marketable securities of
$103.4 million on the December 27, 2003 balance sheet.
The Company also made corresponding adjustments to the statement
of cash flows for the years ended December 28, 2002 and
December 27, 2003, to reflect the gross purchases and sales
of these securities as investing activities rather than as a
component of cash and cash equivalents. For the years ended
December 28, 2002 and December 27, 2003, before this
reclassification, net cash used in investing activities related
to these current investments of $7.5 million and
$64.1 million, respectively, were included in cash and cash
equivalents in the statement of cash flows. These
reclassifications had no impact on the previously reported net
income or cash flow from operations.
Under the terms of one of its facility leases, the Company
provides security to the landlord in the form of letters of
credit. In fiscal 2003 and fiscal 2004, the letters of credit
were secured by a certificate of deposit of $2,550,000 and
$2,250,000, respectively, which was classified as restricted
cash as of December 27, 2003 and December 25, 2004.
Inventories are stated at the lower of cost (principally
standard cost which approximates actual cost on a first-in,
first-out basis) or market value. Reserves for potentially
excess and obsolete inventory are made based on
managements analysis of inventory levels and future sales
forecasts.
The Company designs, manufactures and sells a fully custom
product into a market that has been subject to cyclicality and
significant demand fluctuations. Probe cards are complex
products, custom to a specific chip design and have to be
delivered on lead-times shorter than most manufacturers
cycle times. It is therefore common to start production and to
acquire production materials ahead of the receipt of an actual
purchase order. Probe cards are manufactured in low volumes,
therefore, material purchases are often subject to minimum
purchase order quantities in excess of the actual demand. These
factors make inventory valuation adjustments part of the
normally occurring cost of revenue. The aggregate inventory
valuation adjustments equal the additions to the inventory
reserves and were $1,279,000, $1,959,000 and $4,462,000 for the
years ended December 28, 2002, December 27, 2003, and
for December 25, 2004, respectively. The Company retains
the excess inventory until the customers design is
discontinued. The inventory may be used to satisfy customer
warranty demand. When the customers design is
discontinued, the Company disposes of any excess inventory. The
Company disposed of inventories of $2,436,000 in fiscal year
2002 and $994,000 in fiscal year 2004 but did not dispose of any
inventories in fiscal year 2003.
Property and equipment are stated at cost less accumulated
depreciation and amortization. Depreciation is provided on a
straight-line method over the estimated useful lives of the
assets, generally two to five years. Leasehold improvements are
amortized over their estimated useful lives or the term of the
related lease, whichever is less. Upon sale or retirement of
assets, the cost and related accumulated depreciation or
amortization are removed from the balance sheet and the
resulting gain or loss is reflected in operations.
|
|
|
Impairment of Long-Lived Assets and Long-Lived Assets to
be Disposed of |
The Company accounts for impairment of long-lived assets in
accordance with Statement of Financial Accounting Standards
(SFAS) No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets.
SFAS No. 144 establishes a uniform accounting model
for long-lived assets to be disposed of. SFAS No. 144
also requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.
Recoverability of assets to
59
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
be held and used is measured by comparing the carrying amount of
an asset to estimated undiscounted future net cash flows
expected to be generated by the asset. If the carrying amount of
the asset exceeds its estimated future cash flows, an impairment
charge is recognized by the amount by which the carrying amount
of the asset exceeds the fair value of the asset.
The Company offers warranties on certain products and records a
liability for the estimated future costs associated with
warranty claims, which is based upon historical experience and
the Companys estimate of the level of future costs.
Warranty costs are reflected in the income statement as a cost
of revenues. A reconciliation of the changes in the
Companys warranty liability for the year ending
December 27, 2003 and December 25, 2004 follows (in
thousands):
|
|
|
|
|
Warranty accrual at December 28, 2002
|
|
$ |
679 |
|
Reserve for warranties issued during the year
|
|
|
722 |
|
Settlements made during the year
|
|
|
(955 |
) |
|
|
|
|
Warranty accrual at December 27, 2003
|
|
|
446 |
|
Reserve for warranties issued during the year
|
|
|
936 |
|
Settlements made during the year
|
|
|
(822 |
) |
|
|
|
|
Warranty accrual at December 25, 2004
|
|
$ |
560 |
|
|
|
|
|
Management believes that the accrual balance at
December 25, 2004 is adequate to cover estimated future
costs associated with warranty claims.
|
|
|
Concentration of Credit Risk and Other Risks and
Uncertainties |
The Company maintains its cash, cash equivalents and marketable
securities in accounts with three major financial institutions
in the United States of America and in countries where
subsidiaries operate. Deposits in these banks may exceed the
amounts of insurance provided on such deposits. The Company has
not experienced any losses on its deposits of cash and cash
equivalents.
Carrying amounts of certain of the Companys financial
instruments including cash and cash equivalents, accounts
receivable and accounts payable approximate fair value due to
their short maturities. Estimated fair values for marketable
securities, which are separately disclosed elsewhere, are based
on quoted market prices for the same or similar instruments.
The Company markets and sells its products to a narrow base of
customers and generally does not require collateral. In fiscal
year 2002, three customers accounted for approximately 27%, 21%
and 20% of revenues. In fiscal 2003, four customers accounted
for approximately 30%, 13%, 12% and 10% of revenues. In fiscal
2004, four customers accounted for approximately 20%, 19%, 15%
and 12% of revenues. At December 27, 2003, three customers
accounted for approximately 38%, 10% and 10% of accounts
receivable. At December 25, 2004, three customers accounted
for approximately 32%, 18% and 13% of accounts receivable.
The Company operates in the intensely competitive semiconductor
industry, primarily dynamic random access memory, or DRAM, which
has been characterized by price erosion, rapid technological
change, short product life, cyclical market patterns and
heightened foreign and domestic competition. Significant
technological changes in the industry could affect operating
results adversely.
Certain components that meet the Companys requirements are
available only from a limited number of suppliers. The rapid
rate of technological change and the necessity of developing and
manufacturing products with short lifecycles may intensify these
risks. The inability to obtain components as required, or to
develop
60
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
alternative sources, if and as required in the future, could
result in delays or reductions in product shipments, which in
turn could have a material adverse effect on the Companys
business, financial condition, results of operations or cash
flows.
The Company recognizes revenue upon shipment where there is a
contract or purchase order, the fee is fixed or determinable and
where collectibility of the resulting receivable is reasonably
assured. Revenues from product sales to customers other than
distributors are recognized upon shipment or delivery depending
on the terms of sale. Although the Companys distributor
has no price protection rights or rights to return product,
other than for warranty claims, the Company defers recognition
of revenue and related cost of revenues, on a gross basis, from
its distributor until the distributor confirms an order from its
customer, given the lack of visibility into the
distributors inventory levels. Revenues from the licensing
of the Companys design and manufacturing technology, which
have been insignificant to date, are recognized over the term of
the license agreement or when the significant contractual
obligations have been fulfilled.
Research and development costs are expensed as incurred.
Advertising costs, included in sales and marketing expenses, are
expensed as incurred. Advertising expenses in fiscal years 2002,
2003 and 2004 were approximately $114,000, $210,000 and $169,000
respectively.
The Company accounts for income taxes under the provisions of
SFAS No. 109, Accounting for Income Taxes.
Under this method, deferred tax assets and liabilities are
determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted
tax rates in effect for the year in which the differences are
expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the
amounts expected to be realized.
The Company operates in one segment for the design, development,
manufacture, sale and support of precision, high performance
advanced semiconductor wafer probe cards, using one measurement
of profitability to manage its business.
The Company uses the intrinsic value method of Accounting
Principles Board Opinion No. 25 (APB
No. 25), Accounting for Stock Issued to
Employees, in accounting for its employee stock options,
and presents disclosure of pro forma information required under
SFAS No. 123 (SFAS No. 123),
Accounting for Stock-Based Compensation.
Had compensation cost for the Companys stock option grants
to employees been determined based on the fair values of the
stock option at the date of grant consistent with the provisions
of SFAS No. 123, the
61
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Companys net income and net income available to common
stockholders per share would have been changed to the pro-forma
amounts as follows (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended | |
|
|
| |
|
|
December 28, | |
|
December 27, | |
|
December 25, | |
|
|
2002 | |
|
2003 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Reported net income
|
|
$ |
9,366 |
|
|
$ |
7,515 |
|
|
$ |
25,178 |
|
Add: Stock-based employee compensation expense included in
reported net income available to common stockholders, net of tax
|
|
|
1,910 |
|
|
|
2,440 |
|
|
|
2,106 |
|
Deduct: Total stock-based employee compensation expense
determined under the minimum and fair value based methods for
all awards, net of tax
|
|
|
(3,615 |
) |
|
|
(7,375 |
) |
|
|
(9,298 |
) |
|
|
|
|
|
|
|
|
|
|
Pro forma net income
|
|
$ |
7,661 |
|
|
$ |
2,580 |
|
|
$ |
17,986 |
|
|
|
|
|
|
|
|
|
|
|
Net income per share available to common stockholders per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$ |
0.14 |
|
|
$ |
0.25 |
|
|
$ |
0.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma
|
|
$ |
0.08 |
|
|
$ |
0.01 |
|
|
$ |
0.48 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$ |
0.10 |
|
|
$ |
0.19 |
|
|
$ |
0.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma
|
|
$ |
0.06 |
|
|
$ |
0.01 |
|
|
$ |
0.45 |
|
|
|
|
|
|
|
|
|
|
|
The Company has adopted the disclosure only provisions of
SFAS No. 123. Prior to the Companys initial
public offering in June 2003, the Company calculated the fair
value of each option on the date of grant using the minimum
value method as prescribed by SFAS No. 123. Therefore,
the pro forma net income and pro forma net income per share may
not be representative for future periods. The assumptions used
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ESPP Year | |
|
ESPP Year | |
|
|
Stock Options Years Ended | |
|
Ended | |
|
Ended | |
|
|
| |
|
| |
|
| |
|
|
December 28, | |
|
December 27, | |
|
December 25, | |
|
December 27, | |
|
December 25, | |
|
|
2002 | |
|
2003 | |
|
2004 | |
|
2003 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Risk-free interest rate
|
|
|
4.48 |
% |
|
|
3.00 |
% |
|
|
3.46 |
% |
|
|
0.89 |
% |
|
|
1.64 |
% |
Expected life (in years)
|
|
|
5 |
|
|
|
5 |
|
|
|
5 |
|
|
|
0.5 |
|
|
|
0.5 |
|
Dividend yield
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected volatility
|
|
|
67 |
% |
|
|
67 |
% |
|
|
46 |
% |
|
|
67 |
% |
|
|
56 |
% |
The weighted-average per share grant date fair value of options
granted during the years ended December 28, 2002,
December 27, 2003 and December 25, 2004 was $7.77,
$8.76 and $9.40 respectively. The weighted average estimated
fair value of purchase rights granted under the 2002 Employee
Stock Purchase Plan was $6.39 and $7.48 per share for
fiscal 2003 and fiscal 2004, respectively.
The Company accounts for equity instruments issued to
non-employees in accordance with the provisions of
SFAS No. 123 and Emerging Issues Task Force
(EITF) Issue No. 96-18, Accounting for
Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or
Services which require that such equity instruments are
recorded at their fair value on the measurement date. The
measurement of stock-based compensation is subject to periodic
adjustment as the underlying equity instruments vest.
62
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Basic net income per share available to common stockholders is
computed by dividing net income available to common stockholders
by the weighted-average number of common shares outstanding for
the period. Diluted net income per share is computed giving
effect to all potential dilutive common stock, including
options, warrants, common stock subject to repurchase and
redeemable convertible preferred stock.
A reconciliation of the numerator and denominator used in the
calculation of basic and diluted net income per share follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended | |
|
|
| |
|
|
December 28, | |
|
December 27, | |
|
December 25, | |
|
|
2002 | |
|
2003 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Basic net income per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
$ |
615 |
|
|
$ |
5,165 |
|
|
$ |
25,178 |
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common stock outstanding
|
|
|
4,638 |
|
|
|
21,180 |
|
|
|
37,762 |
|
|
Less: Weighted-average shares subject to repurchase
|
|
|
(225 |
) |
|
|
(168 |
) |
|
|
(115 |
) |
|
|
|
|
|
|
|
|
|
|
Weighted-average shares used in computing basic net income per
share
|
|
|
4,413 |
|
|
|
21,012 |
|
|
|
37,647 |
|
Diluted net income per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
$ |
615 |
|
|
$ |
5,165 |
|
|
$ |
25,178 |
|
Add preferred dividends for each Series considered dilutive
|
|
|
|
|
|
|
310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders
|
|
$ |
615 |
|
|
$ |
5,475 |
|
|
$ |
25,178 |
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares used in computing basic net income per
share
|
|
|
4,413 |
|
|
|
21,012 |
|
|
|
37,647 |
|
Add stock options, warrants and common stock subject to
repurchase
|
|
|
1,493 |
|
|
|
2,422 |
|
|
|
2,407 |
|
Add convertible preferred shares for each Series considered
dilutive
|
|
|
|
|
|
|
5,846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares used in computing diluted net income per
share
|
|
|
5,906 |
|
|
|
29,280 |
|
|
|
40,054 |
|
|
|
|
|
|
|
|
|
|
|
The following outstanding options and warrants were excluded
from the computation of diluted net income per share as they had
an antidilutive effect (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 28, | |
|
December 27, | |
|
December 25, | |
|
|
2002 | |
|
2003 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Options to purchase common stock
|
|
|
1,439 |
|
|
|
1,122 |
|
|
|
708 |
|
Warrants
|
|
|
46 |
|
|
|
|
|
|
|
|
|
Convertible preferred stock
|
|
|
22,999 |
|
|
|
17,156 |
|
|
|
|
|
63
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
Comprehensive Income (Loss) |
Comprehensive income (loss) includes foreign currency
translation adjustments and unrealized gains (losses) on
available-for-sale securities, the impact of which has been
excluded from net income and reflected as components of
stockholders equity. The changes in the components of
comprehensive income (loss) is reported on the Companys
consolidated statements of stockholders equity (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended | |
|
|
| |
|
|
December 28, | |
|
December 27, | |
|
December 25, | |
|
|
2002 | |
|
2003 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Net income
|
|
$ |
9,366 |
|
|
$ |
7,515 |
|
|
$ |
25,178 |
|
Change in unrealized gain (loss) on marketable securities, net
of tax
|
|
|
|
|
|
|
47 |
|
|
|
(496 |
) |
Foreign currency translation adjustments
|
|
|
|
|
|
|
(51 |
) |
|
|
(230 |
) |
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
$ |
7,511 |
|
|
$ |
24,452 |
|
|
|
|
|
|
|
|
|
|
|
Accumulated balances of comprehensive loss were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
December 27, 2003 | |
|
December 25, 2004 | |
|
|
| |
|
| |
Unrealized gain on marketable securities, net of tax
|
|
$ |
47 |
|
|
$ |
(448 |
) |
Cumulative translation adjustments
|
|
|
(51 |
) |
|
|
(282 |
) |
|
|
|
|
|
|
|
Accumulated other comprehensive loss
|
|
$ |
(4 |
) |
|
$ |
(730 |
) |
|
|
|
|
|
|
|
|
|
|
Recent Accounting Pronouncements |
In March 2004, the FASB issued EITF Issue No. 03-1
(EITF 03-1), The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain
Investments which provides new guidance for assessing
impairment losses on investments. Additionally, EITF 03-1
includes new disclosure requirements for investments that are
deemed to be temporarily impaired. In September 2004, the FASB
delayed the accounting provisions of EITF 03-1; however the
disclosure requirements remain effective for annual periods
ending after June 15, 2004. The Company has complied with
the disclosure requirements and will evaluate the impact of EITF
03-1 once the final guidance is issued.
On November 15, 2004, the FASB issued FASB Staff Position
No. 109-2, Accounting and Disclosure Guidance for
Foreign Earnings Repatriation Provision within the American Jobs
Creation Act of 2004 Act. The Jobs Act was enacted on
October 22, 2004 which provides for a temporary 85%
dividends received deduction on certain foreign earnings
repatriated during a one-year period. This pronouncement
provides guidance under FASB Statement No. 109,
Accounting for Income Taxes, with respect to
recording the potential impact of the repatriation provisions of
the Act. The Company has determined the pronouncement does not
impact the Companys 2004 financial statements.
In November 2004, the FASB issued Financial Accounting Standard
No. 151, Inventory Costs an Amendment of
ARB No. 43, Chapter 4 (SFAS 151).
SFAS 151 amends ARB 43, Chapter 4, to clarify that
abnormal amounts of idle facility expense, freight, handling
costs, and wasted materials (spoilage) should be recognized
as current-period charges. In addition, this Statement requires
that allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production
facilities. The provisions of this Statement are effective for
inventory costs incurred during fiscal years beginning after
June 15, 2005. The adoption of the provisions of
SFAS 151 is not expected to have a material impact on the
Companys consolidated result of operations.
64
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
In December 2004, the FASB issued SFAS No. 123R,
Share-Based Payment. SFAS No. 123R
requires employee stock options and rights to purchase shares
under stock participation plans to be accounted for under the
fair value method, and eliminates the ability to account for
these instruments under the intrinsic value method prescribed by
APB Opinion No. 25, and allowed under the original
provisions of SFAS No. 123. SFAS No. 123R
requires the use of an option pricing model for estimating fair
value, which is amortized to expense over the service periods.
The requirements of SFAS No. 123R are effective for
fiscal periods beginning after June 15, 2005.
SFAS No. 123R allows for either prospective
recognition of compensation expense or retrospective
recognition, which may be back to the original issuance of
SFAS No. 123 or only to interim periods in the year of
adoption. Management believes the adoption of
SFAS No. 123R will have a significant impact on net
income and net income per share.
In December 2004, the FASB issued SFAS No. 153,
Exchange of Nonmonetary Assets, an amendment of APB No. 29,
Accounting for Nonmonetary Transactions
(SFAS 153). SFAS 153 amends APB
No. 29 to eliminate the exception for nonmonetary exchanges
of similar productive assets and replaces it with a general
exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. The Company is
required to adopt SFAS 153, on a prospective basis, for
nonmonetary exchanges beginning after June 15, 2005. The
adoption of SFAS No. 153 is not expected to have an
impact on the Companys consolidated result of operations.
|
|
Note 3 |
Balance Sheet Components: |
Marketable securities at December 25, 2004 consisted of the
following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross | |
|
Gross | |
|
|
|
|
|
|
Unrealized | |
|
Unrealized | |
|
Market | |
|
|
Cost | |
|
Gains | |
|
Losses | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Corporate bonds and notes
|
|
$ |
3,115 |
|
|
$ |
|
|
|
$ |
(23 |
) |
|
$ |
3,092 |
|
Municipal bonds
|
|
|
121,481 |
|
|
|
4 |
|
|
|
(162 |
) |
|
|
121,323 |
|
U.S. government agencies
|
|
|
32,499 |
|
|
|
|
|
|
|
(267 |
) |
|
|
32,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
157,095 |
|
|
$ |
4 |
|
|
$ |
(452 |
) |
|
$ |
156,647 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities at December 27, 2003 consisted of the
following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross | |
|
Gross | |
|
|
|
|
|
|
Unrealized | |
|
Unrealized | |
|
Market | |
|
|
Cost | |
|
Gains | |
|
Losses | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Corporate bonds and notes
|
|
$ |
3,251 |
|
|
$ |
4 |
|
|
$ |
|
|
|
$ |
3,255 |
|
Municipal bonds
|
|
|
147,118 |
|
|
|
10 |
|
|
|
(17 |
) |
|
|
147,111 |
|
U.S. government agencies
|
|
|
16,000 |
|
|
|
49 |
|
|
|
|
|
|
|
16,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
166,369 |
|
|
$ |
63 |
|
|
$ |
(17 |
) |
|
$ |
166,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys unrealized losses of $452,000 on marketable
securities in fiscal 2004 were due primarily to interest rate
movements. Management does not believe that any of the
unrealized losses represented an other-than-temporary impairment
based upon its evaluation of available evidence as of
December 25, 2004.
65
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Contractual maturities of marketable securities as of
December 25, 2004 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Market | |
|
|
Cost | |
|
Value | |
|
|
| |
|
| |
Due in one year or less
|
|
$ |
44,651 |
|
|
$ |
44,459 |
|
Due after one year through 5 years
|
|
|
44,122 |
|
|
|
43,863 |
|
Due after 10 years
|
|
|
68,322 |
|
|
|
68,325 |
|
|
|
|
|
|
|
|
|
|
$ |
157,095 |
|
|
$ |
156,647 |
|
|
|
|
|
|
|
|
For fiscal 2002 realized gains and realized losses on sales or
maturities of marketable securities were not material. For
fiscal 2003 and 2004, the Company did not incur any realized
gains or realized losses on sales of marketable securities.
|
|
|
Accounts Receivable and Allowance for Doubtful
Accounts |
Accounts receivable consisted of trade accounts receivable at
December 27, 2003 and December 25, 2004. Trade
accounts receivable are recorded at the invoiced amount and do
not bear any interest. The Company estimates allowances for
doubtful accounts based primarily on analysis of historical
trends and experience. We review our allowance for doubtful
accounts monthly. Past due balances over 90 days and over a
specified amount are reviewed individually for collectibility.
We do not have any off-balance-sheet credit exposure related to
our customers.
Inventories, net of reserves, consisted of the following (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
December 27, | |
|
December 25, | |
|
|
2003 | |
|
2004 | |
|
|
| |
|
| |
Raw materials
|
|
$ |
3,128 |
|
|
$ |
4,586 |
|
Work-in-progress
|
|
|
4,628 |
|
|
|
6,174 |
|
Finished goods
|
|
|
269 |
|
|
|
472 |
|
|
|
|
|
|
|
|
|
|
$ |
8,025 |
|
|
$ |
11,232 |
|
|
|
|
|
|
|
|
Property and equipment consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 27, | |
|
December 25, | |
|
|
2003 | |
|
2004 | |
|
|
| |
|
| |
Machinery and equipment
|
|
$ |
24,768 |
|
|
$ |
30,033 |
|
Computer equipment and software
|
|
|
6,866 |
|
|
|
8,704 |
|
Furniture and fixtures
|
|
|
632 |
|
|
|
2,100 |
|
Leasehold improvements
|
|
|
3,127 |
|
|
|
29,814 |
|
|
|
|
|
|
|
|
|
|
|
35,393 |
|
|
|
70,651 |
|
Less: Accumulated depreciation and amortization
|
|
|
(22,668 |
) |
|
|
(29,782 |
) |
Construction-in-progress
|
|
|
9,841 |
|
|
|
18,487 |
|
|
|
|
|
|
|
|
|
|
$ |
22,566 |
|
|
$ |
59,356 |
|
|
|
|
|
|
|
|
Depreciation expense of property and equipment for the years
ended December 28, 2002, December 27, 2003 and
December 25, 2004 was approximately $5,315,000, $5,086,000
and $6,987,000, respectively. Amortization for the years ended
December 28, 2002, December 27, 2003 and
December 25, 2004 was approximately $77,000, $61,000 and
none, respectively.
66
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Accrued liabilities consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 27, | |
|
December 25, | |
|
|
2003 | |
|
2004 | |
|
|
| |
|
| |
Accrued compensation and benefits
|
|
$ |
7,180 |
|
|
$ |
10,401 |
|
Accrued commissions
|
|
|
387 |
|
|
|
556 |
|
Other accrued expenses
|
|
|
2,567 |
|
|
|
3,728 |
|
|
|
|
|
|
|
|
|
|
$ |
10,134 |
|
|
$ |
14,685 |
|
|
|
|
|
|
|
|
|
|
Note 4 |
Notes Payable and Bank Line of Credit: |
In February 2003, the Company amended and restated its loan and
security agreement with Comerica Bank. The loan and security
agreement provided a revolving line of credit to allow for a
maximum commitment amount of up to $16,000,000. In April 2003,
the Company borrowed $1,000,000 under the revolving line of
credit to pay down the outstanding amounts under the expiring
equipment line of credit and term loan under the Companys
prior agreement with Comerica Bank. The Company repaid the
outstanding amounts under the line of credit in September 2003
and the restated loan and security agreement with Comerica Bank
was terminated in December 2003.
The Company purchases forward exchange contracts to hedge
certain existing foreign currency denominated accounts
receivable. These hedges do not qualify for hedge accounting
treatment per the provisions of Statement of Financial
Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities. The Company
recognizes gains or losses from the fluctuation in foreign
exchange rates and the valuation of these hedge contracts in
other expense. The Company does not use derivative financial
instruments for trading or speculative purposes.
As of December 25, 2004, the Company had three forward
exchange contracts outstanding, allowing the Company to sell
181 million Yen for $1.7 million with contract rates
ranging from 103.87 Yen to 110.15 Yen per U.S. dollar. The
estimated fair value for these contracts was $1.7 million
as of December 25, 2004. These contracts are due between
January 2005 and April 2005.
|
|
Note 6 |
Commitments and Contingencies: |
The Company is subject to U.S. federal and state and
foreign governmental laws and regulations relating to the
protection of the environment. Management believes that the
Company complies with all material environmental laws and
regulations that apply to the Company. In late 2003 and early
2004 the Company received notices from the California Department
of Toxic Substances Control and the Bay Area Air Quality
Management District regarding violations of certain
environmental regulations. The Company promptly took appropriate
steps to address all of the violations noted, believes that all
such violations were addressed, and sent correspondence to the
agencies confirming such corrective steps. In 2003, the Company
resolved a Notice of Violation from the Bay Area Air Quality
Management District through its corrective action and a payment
of $2,100. In 2004, the Company resolved a Notice of Violation
from the California Department of Toxic Substances Control
through its corrective action and payment in the amount of
$7,750, resolved a Notice of Violation from the Bay Area Air
Quality Management District through its corrective action and
payment in the amount of $1,000, and resolved a Citation and
Notification of Penalty from the California Division of
Occupational Safety and Health through its corrective action and
payment in the amount of $150. In February and April 2004 the
Company received a total of four notices from the City of
Livermore Water Resources
67
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Division regarding violations of Applicable Discharge Limits in
relation to certain of its Wastewater Discharge/ Chemical
Storage permits. In March 2004, the Company reported to
appropriate authorities release of a fuel/water mixture
resulting in a Notice of Violation from the City of Livermore
Water Resources Division. The Company believes it instituted
appropriate corrective action. Notwithstanding the
Companys corrective action, the Notices of Violation
remain unresolved and the Company may be subject to a penalty or
additional enforcement actions based thereupon. In August 2004,
the Company reported to the appropriate authorities overflow of
wastewater. The Company has not yet received any formal notices
from an agency or governmental authority regarding any potential
violation or notice of violation; and the matter, to date,
remains unresolved.
In the future, the Company may receive environmental violation
notices, and that final resolution of the violations identified
by these notices could harm its operating results. New laws and
regulations, stricter enforcement of existing laws and
regulations, the discovery of previously unknown contamination
at the Companys or others sites or the imposition of
new cleanup requirements could also harm the Companys
operating results.
The Company leases its facilities under various operating leases
which expire through December 2012. In addition to the base
rental, the Company is responsible for certain taxes, insurance
and maintenance costs. Under the terms of the lease agreements,
the Company has the option to extend the term leases. As of
December 25, 2004, aggregate future minimum lease payments
are as follows (in thousands):
|
|
|
|
|
2005
|
|
$ |
3,027 |
|
2006
|
|
|
2,339 |
|
2007
|
|
|
2,366 |
|
2008
|
|
|
2,450 |
|
2009
|
|
|
2,533 |
|
Thereafter
|
|
|
7,929 |
|
|
|
|
|
|
|
$ |
20,644 |
|
|
|
|
|
Rent expense for the years ended December 28, 2002,
December 27, 2003 and December 25, 2004 was
approximately $2,902,000, $3,417,000 and $3,505 ,000,
respectively.
|
|
|
Indemnification Arrangements |
The Company enters into indemnification arrangements with third
parties, including customers, business partners and lessors,
from time to time in the ordinary course of its business. Under
these arrangements, the Company has agreed to defend, indemnify
and hold the third party harmless from and against losses
arising from a breach of representations or covenants of the
Company, from claims of intellectual property infringement, or
from other claims concerning the Companys products made
against those third parties. These arrangements may limit the
time within which an indemnification claim can be made, the type
of the claim and the total amount that the Company can be
required to pay in connection with the indemnification
obligation. In addition, the Company has entered into
indemnification agreements with its directors and officers, and
the Companys bylaws contain indemnification obligations in
favor of the Companys directors, officers and agents. It
is not possible to determine or reasonably estimate the maximum
potential amount of future payments under these indemnification
arrangements due to the varying terms of such arrangements, the
history of prior indemnification claims and the unique facts and
circumstances involved in each particular arrangement and in
each potential future claim for indemnification. The Company is
not aware of any requests for indemnification under these
arrangements. The Company has not recorded any liabilities for
these
68
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
indemnification arrangements on the Companys consolidated
balance sheet as of December 27, 2003 and December 25,
2004 and believes the estimated fair value of these arrangements
is minimal.
In February 2004, the Company filed in the Seoul Southern
District Court, located in Seoul, South Korea, two separate
complaints against Phicom Corporation (Phicom), a
Korean corporation, alleging infringement of a total of four
Korean patents issued to the Company. One complaint alleges that
Phicom is infringing the Companys Korean Patent Nos.
252,457, entitled Method of Fabricating Interconnections
Using Cantilever Elements and Sacrificial Substrates, and
324,064, entitled Contact Tip Structures for
Microelectronic Interconnection Elements and Methods of Making
Same. The other complaint alleges Phicom is infringing the
Companys Korean Patent Nos. 278,342, entitled Method
of Altering the Orientation of Probe Elements in a Probe Card
Assembly, and 399,210, entitled Probe Card
Assembly. Both of the complaints seek injunctive relief.
The court actions are a part of the Companys ongoing
efforts to protect the intellectual property embodied in its
proprietary technology, including its MicroSpring interconnect
technology.
In March 2004, Phicom filed in the Korean Intellectual Property
Office invalidity actions challenging the validity of some or
all of the claims of each of the four Company patents-at-issue.
In November 2004, the Korean Intellectual Property Office
dismissed Phicoms challenges against three of the
patents-at-issue, and has but did not rule on the fourth. Phicom
has appealed the dismissals of the challenges. Other third
parties have initiated challenges in foreign patent offices
against other Company patents. The Company does not have a
monetary damages exposure in these various invalidity
proceedings.
On March 4, 2005, the Company filed a patent infringement
lawsuit in federal district court in Oregon against Phicom
charging that it is willfully infringing four U.S. patents
that cover key aspects of the Companys wafer probe cards.
The complaint in this action alleges that Phicom has
incorporated FormFactor proprietary technology into its products
and seeks both injunctive relief and monetary damages. The
U.S. patents identified in the complaint are
U.S. Patent No. 5,974,662, entitled Method of
Planarizing Tips of Probe Elements of a Probe Card
Assembly, U.S. Patent No. 6,246,247, entitled
Probe Card Assembly and Kit, and Methods of Using
Same, U.S. Patent No. 6,624,648, entitled
Probe Card Assembly and U.S. Patent
No. 5,994,152, entitled Fabricating Interconnects and
Tips Using Sacrificial Substrates. As of the date of this
Annual Report, Phicom had not responded to this complaint.
The Company could incur material expenses in these litigations.
From time to time, the Company may become involved in litigation
relating to additional claims arising from the ordinary course
of business. Other than previously disclosed, management of the
Company is not currently aware of any matters that will have a
material adverse affect on the financial position, results of
operations or cash flows of the Company.
|
|
|
|
Note 7 |
Redeemable Convertible Preferred Stock: |
Upon the closing of the Companys initial public offering
in June 2003, all outstanding shares of redeemable convertible
preferred stock converted into an equal number of shares of
common stock.
Prior to our initial public offering in June 2003, holders of
redeemable convertible preferred stock Series B-G and
Series A were entitled to cumulative dividends and
non-cumulative dividends, respectively, which were payable when
and as declared by the Board of Directors. No dividends on
common stock could be paid until all dividends on the redeemable
convertible preferred stock were paid. Also, the holders of
redeemable convertible preferred stock were entitled to
participate on an as converted basis in any dividends paid on
common stock.
69
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
Note 8 |
Stockholders Equity (Deficit): |
The Company has authorized 10,000,000 shares of
undesignated preferred stock, $0.001 par value, none of
which is issued and outstanding. The Companys Board of
Directors shall determine the rights, preferences, privileges
and restrictions of the preferred stock, including dividends
rights, conversion rights, voting rights, terms of redemption,
liquidation preferences, sinking fund terms and the number of
shares constituting any series or the designation of any series.
Each share of common stock has the right to one vote. The
holders of common stock are also entitled to receive dividends
whenever funds are legally available and when declared by the
Board of Directors, subject to the prior rights of holders of
all classes of stock outstanding having priority rights as to
dividends. No dividends have been declared or paid as of
December 25, 2004.
During fiscal 2002, the Company issued fully vested unrestricted
common stock in exchange for goods or services from
non-employees. The Company believes that the fair value of the
common stock is more reliably measurable than the fair value of
the consideration received. The Company has measured these
transactions using the fair value of the unrestricted common
stock at the time of issuance and has recognized the related
expenses immediately.
In September 2000, the Company entered into a seven year
technology license agreement to transfer technology to a related
party. In connection with the license agreement, the Company
issued a warrant to purchase 45,500 shares of
Series F redeemable convertible preferred stock, now common
stock, at an exercise price of $11.00 per share. The
warrant was fully vested upon grant and nonforfeitable. This
warrant is exercisable on September 22, 2005 and would have
become exercisable earlier with respect to 22,750 shares on
March 22, 2003 if, on or before that date, the warrant
holder had achieved specified commercial milestones. Further,
the warrant will become exercisable immediately with respect to
all 45,500 shares if the warrant holder has achieved
certain higher commercial milestones. As of December 25,
2004, no shares are exercisable. This warrant expires upon the
earlier of September 23, 2005 or immediately prior to an
acquisition of the Company. The Company reserved
45,500 shares of common stock in the event of exercise. The
fair value of this warrant, estimated on the date of grant using
a Black-Scholes model, of $306,220 has been capitalized as an
other asset, and is being amortized against revenue using the
straight-line method over the expected life of the technology of
five years. The assumptions used in the calculation were:
dividend yield of 0%; expected volatility of 67%; an expected
term of 5 years; risk free interest rate of 6.00%.
The Company has reserved shares of common stock for issuance
under the 1996 Stock Option Plan, Incentive Option Plan and
Management Incentive Option Plan (the Plans). Under
all Plans, the Board of Directors may issue incentive stock
options to employees and nonqualified stock options and stock
purchase rights to consultants or employees of the Company. The
Board of Directors has the authority to determine to whom
options will be granted, the number of shares, the term and
exercise price (which cannot be less than fair market value at
date of grant for incentive stock options or 85% of fair market
value for nonqualified stock options). If an employee owns stock
representing more than 10% of the outstanding shares, the price
of each share shall be at least 110% of the fair market value,
as determined by the Board of Directors. Generally, all options
are immediately exercisable and vest 25% on the first
anniversary of the vesting commencement date and on a monthly
basis thereafter for a period of an additional three years. The
options have a maximum term
70
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
of ten years. Unvested option exercises are subject to
repurchase upon termination of the holders status as an
employee or consultant. At December 27, 2003 and
December 25, 2004, 154,811 shares of common stock and
33,895 shares of common stock, respectively, were subject
to the Companys right of repurchase.
On April 18, 2002, the Board of Directors adopted the 2002
Equity Incentive Plan (2002 Plan), which became
effective upon the effective date of the initial public offering
of the Companys common stock. The 2002 Plan provides for
the grant of both incentive stock options and nonqualified stock
options, restricted stock and stock bonuses. The incentive stock
options may be granted to the employees and the nonqualified
stock options, and all awards other than incentive stock
options, may be granted to employees, officers, directors and
consultants. The exercise price of incentive stock options must
be at least equal to the fair market value of common stock on
the date of grant. The exercise price of incentive stock options
granted to 10% stockholders must be at least equal to 110% of
the fair market value of common stock on the date of grant and
vest over 5 years. Options granted under the 2002 Plan are
exercisable as determined by the Board of Directors, and
generally expire ten years from date of grant. The Company has
reserved 500,000 shares of common stock for issuance under
the 2002 Plan plus any shares which have been reserved but not
issued under the Companys existing Plans, plus any shares
repurchased at the original purchase price and any options which
expire, thereafter. With the effectiveness of the 2002 Plan, the
Company will not grant any options under the 1996 Stock Option
Plan, the Incentive Option Plan and the Management Incentive
Option Plan. In addition, on each January 1, the number of
shares available for issuance under the 2002 Plan will be
increased by an amount equal to 5.0% of the outstanding shares
of common stock on the preceding day.
Activity under the Plans and the 2002 Plan is set forth below
(in thousands, except share and per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Options and Awards | |
|
|
|
|
| |
|
|
|
|
|
|
Weighted | |
|
|
|
|
|
|
Average | |
|
|
Shares | |
|
Number of | |
|
|
|
Aggregate | |
|
Exercise | |
|
|
Available | |
|
Shares | |
|
Exercise Price | |
|
Price | |
|
Price | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Balances, December 29, 2001
|
|
|
1,497,935 |
|
|
|
4,162,454 |
|
|
$ |
0.10-6.50 |
|
|
$ |
21,221 |
|
|
$ |
5.10 |
|
Additional shares reserved
|
|
|
3,500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted
|
|
|
(1,999,243 |
) |
|
|
1,999,243 |
|
|
|
6.50-8.00 |
|
|
|
13,364 |
|
|
|
6.68 |
|
Options exercised
|
|
|
|
|
|
|
(223,113 |
) |
|
|
0.10-6.50 |
|
|
|
(1,070 |
) |
|
|
4.79 |
|
Options canceled
|
|
|
234,559 |
|
|
|
(234,559 |
) |
|
|
1.50-8.00 |
|
|
|
(1,390 |
) |
|
|
5.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 28, 2002
|
|
|
3,233,251 |
|
|
|
5,704,025 |
|
|
|
0.10-8.00 |
|
|
|
32,125 |
|
|
|
5.63 |
|
Additional shares reserved
|
|
|
500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted
|
|
|
(1,807,547 |
) |
|
|
1,807,547 |
|
|
|
6.50-26.07 |
|
|
|
29,571 |
|
|
|
16.36 |
|
Options exercised
|
|
|
|
|
|
|
(425,653 |
) |
|
|
0.10-9.00 |
|
|
|
(1,655 |
) |
|
|
3.89 |
|
Options canceled
|
|
|
399,996 |
|
|
|
(399,996 |
) |
|
|
2.50-19.50 |
|
|
|
(2,575 |
) |
|
|
6.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 27, 2003
|
|
|
2,325,700 |
|
|
|
6,685,923 |
|
|
|
0.10-26.07 |
|
|
|
57,466 |
|
|
|
8.60 |
|
Additional shares reserved
|
|
|
1,840,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted
|
|
|
(1,287,325 |
) |
|
|
1,287,325 |
|
|
|
17.06-27.16 |
|
|
|
26,674 |
|
|
|
20.72 |
|
Restricted stock granted
|
|
|
(38,432 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
|
|
|
|
(1,789,495 |
) |
|
|
0.17-20.49 |
|
|
|
(10,392 |
) |
|
|
5.80 |
|
Options canceled
|
|
|
361,007 |
|
|
|
(361,007 |
) |
|
|
3.25-21.84 |
|
|
|
(4,560 |
) |
|
|
12.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, December 25, 2004
|
|
|
3,201,452 |
|
|
|
5,822,746 |
|
|
$ |
0.10-$27.16 |
|
|
$ |
69,188 |
|
|
$ |
11.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The number of options outstanding and vested at
December 25, 2004 was 1,893,540 shares.
71
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The options outstanding and vested by exercise price at
December 25, 2004 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding | |
|
Options Vested | |
|
|
| |
|
| |
|
|
|
|
Weighted | |
|
|
|
|
|
|
|
|
Average | |
|
Weighted | |
|
|
|
Weighted | |
|
|
Number of | |
|
Remaining | |
|
Average | |
|
|
|
Average | |
|
|
Options | |
|
Contractual | |
|
Exercise | |
|
Number | |
|
Exercise | |
Range of Exercise Prices |
|
Outstanding | |
|
Life in Years | |
|
Price | |
|
Vested | |
|
Price | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
$0.10
|
|
|
15,000 |
|
|
|
0.41 |
|
|
$ |
0.10 |
|
|
|
15,000 |
|
|
$ |
0.10 |
|
$0.50
|
|
|
500 |
|
|
|
2.85 |
|
|
|
0.50 |
|
|
|
500 |
|
|
|
0.50 |
|
$0.80
|
|
|
22,336 |
|
|
|
2.99 |
|
|
|
0.80 |
|
|
|
22,336 |
|
|
|
0.80 |
|
$1.25
|
|
|
8,060 |
|
|
|
3.30 |
|
|
|
1.25 |
|
|
|
8,060 |
|
|
|
1.25 |
|
$1.50
|
|
|
1,350 |
|
|
|
3.87 |
|
|
|
1.50 |
|
|
|
1,350 |
|
|
|
1.50 |
|
$2.50
|
|
|
10,675 |
|
|
|
4.21 |
|
|
|
2.50 |
|
|
|
10,675 |
|
|
|
2.50 |
|
$3.25
|
|
|
284,673 |
|
|
|
4.46 |
|
|
|
3.25 |
|
|
|
284,673 |
|
|
|
3.25 |
|
$3.75
|
|
|
632 |
|
|
|
4.57 |
|
|
|
3.75 |
|
|
|
632 |
|
|
|
3.75 |
|
$4.25
|
|
|
1,184 |
|
|
|
4.75 |
|
|
|
4.25 |
|
|
|
1,184 |
|
|
|
4.25 |
|
$5.50
|
|
|
396,345 |
|
|
|
5.70 |
|
|
|
5.50 |
|
|
|
396,345 |
|
|
|
5.50 |
|
$6.00
|
|
|
245,269 |
|
|
|
6.11 |
|
|
|
6.00 |
|
|
|
222,417 |
|
|
|
6.00 |
|
$6.50
|
|
|
1,975,603 |
|
|
|
7.16 |
|
|
|
6.50 |
|
|
|
418,332 |
|
|
|
6.50 |
|
$7.50 $8.00
|
|
|
134,636 |
|
|
|
7.38 |
|
|
|
7.89 |
|
|
|
57,848 |
|
|
|
7.87 |
|
$9.00
|
|
|
240,672 |
|
|
|
8.39 |
|
|
|
9.00 |
|
|
|
64,323 |
|
|
|
9.00 |
|
$14.00
|
|
|
276,448 |
|
|
|
8.46 |
|
|
|
14.00 |
|
|
|
276,448 |
|
|
|
14.00 |
|
$17.06 $18.45
|
|
|
385,535 |
|
|
|
9.47 |
|
|
|
17.76 |
|
|
|
16,494 |
|
|
|
17.76 |
|
$18.55 $19.50
|
|
|
1,003,444 |
|
|
|
8.75 |
|
|
|
19.39 |
|
|
|
70,921 |
|
|
|
19.17 |
|
$19.74 $20.49
|
|
|
425,684 |
|
|
|
9,47 |
|
|
|
20.05 |
|
|
|
16,789 |
|
|
|
20.18 |
|
$20.64 $24.49
|
|
|
101,500 |
|
|
|
9,33 |
|
|
|
21.74 |
|
|
|
2,291 |
|
|
|
22.00 |
|
$24.93 $26.02
|
|
|
256,000 |
|
|
|
9,82 |
|
|
|
25.95 |
|
|
|
6,319 |
|
|
|
25.43 |
|
$26.07 $27.16
|
|
|
37,200 |
|
|
|
9.92 |
|
|
|
26.96 |
|
|
|
603 |
|
|
|
26.28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,822,746 |
|
|
|
7.73 |
|
|
$ |
11.88 |
|
|
|
1,893,540 |
|
|
$ |
7.57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred stock-based compensation |
During fiscal 2001 and fiscal 2002, and through the
Companys initial public offering in June 2003, the Company
issued options to certain employees under the Plan with exercise
prices below the deemed fair market value of the Companys
common stock at the date of grant. In accordance with the
requirements of APB No. 25, the Company has recorded
deferred stock-based compensation for the difference between the
exercise price of the stock option and the deemed fair market
value of the Companys stock at the grant. This deferred
stock-based compensation is being amortized to expense on a
straight-line basis from the date of grant through the vesting
period, generally four years to five years. During the years
ended December 28, 2002, December 27, 2003, and
December 25, 2004, the Company has recorded deferred
stock-based compensation (cancellation), related to these
options in the amounts of $9,153,000, $282,000 and $(830,000)
respectively, of which $2,465,000, $3,162,000 and $2,639,000 had
been amortized to expense during fiscal 2002, 2003 and 2004,
respectively.
72
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
During fiscal 2004, the Company issued 38,432 shares of
restricted stock to its new president as part of his initial
compensation package. The closing market price of the
Companys common stock was $26.02 per share on the
date of grant. The restricted stock units vest in four equal
installments on January 1 of each of 2006, 2007, 2008 and 2009.
The Company recorded an aggregate of $1.0 million in
deferred stock-based compensation which will be amortized as
compensation expense over the vesting period. The Company
recognized $20,000 in stock-based compensation expense in fiscal
2004 related to restricted stock.
|
|
|
2002 Employee Stock Purchase Plan |
On April 18, 2002, the Board of Directors approved the 2002
Employee Stock Purchase Plan (2002 ESPP). The 2002
ESPP is designed to enable eligible employees to purchase shares
of common stock at a discount on a periodic basis through
payroll deductions or through a single lump sum cash payment in
the case of the first offering period. Except for the first
offering period which had a seven-month duration, each offering
period is be for two years and consists of four six-month
purchase periods. The price of the common stock purchased is 85%
of the lesser of the fair market value of the common stock on
the first day of the applicable offering period or the last day
of each purchase period. 1,500,000 shares of common stock
are reserved for issuance under the 2002 ESPP and will be
increased on each January 1 by an amount equal to 1.0% of the
outstanding shares of common stock on the preceding day. No
shares had been purchased under the 2002 ESPP as of
December 27, 2003. As of December 25, 2004
287,236 shares had been purchased under this program at a
weighted average purchase price of $11.87.
In fiscal 2000 and 2001, the Company received full recourse
notes receivable from certain employees in exchange for common
stock. The notes bear interest at the applicable market interest
rate, ranging from 4.46% to 6.60%, and have due dates through
May 2007. Under the terms of the full recourse notes receivable,
the Company may proceed against any assets of the holder of the
notes, or against the collateral securing the notes, or both, in
event of default. The notes are collateralized by the underlying
shares of common stock. As of December 25, 2004, the notes
receivable had been fully paid.
The components of income (loss) before income taxes were as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended | |
|
|
| |
|
|
December 28, | |
|
December 27, | |
|
December 25, | |
|
|
2002 | |
|
2003 | |
|
2004 | |
|
|
| |
|
| |
|
| |
U.S.
|
|
$ |
7,013 |
|
|
$ |
13,025 |
|
|
$ |
39,642 |
|
Foreign
|
|
|
(1,205 |
) |
|
|
(861 |
) |
|
|
(579 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,808 |
|
|
$ |
12,164 |
|
|
$ |
39,063 |
|
|
|
|
|
|
|
|
|
|
|
73
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The components of the (provision) benefit for income taxes are
as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended | |
|
|
| |
|
|
December 28, | |
|
December 27, | |
|
December 25, | |
|
|
2002 | |
|
2003 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$ |
(385 |
) |
|
$ |
(3,031 |
) |
|
$ |
(15,876 |
) |
|
State
|
|
|
14 |
|
|
|
(2 |
) |
|
|
(1,887 |
) |
|
Foreign
|
|
|
(143 |
) |
|
|
(158 |
) |
|
|
(252 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(514 |
) |
|
|
(3,191 |
) |
|
|
(18,015 |
) |
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
2,457 |
|
|
|
(1,085 |
) |
|
|
3,679 |
|
|
State
|
|
|
1,615 |
|
|
|
(373 |
) |
|
|
451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,072 |
|
|
|
(1,458 |
) |
|
|
4,130 |
|
|
|
|
|
|
|
|
|
|
|
Benefit (provision) for income taxes
|
|
$ |
3,558 |
|
|
$ |
(4,649 |
) |
|
$ |
(13,885 |
) |
|
|
|
|
|
|
|
|
|
|
At December 25, 2004, the Company had research credit
carryforwards of approximately $1,024,000 for state income tax
purposes. The state research credit can be carried forward
indefinitely.
Under the Internal Revenue Code, as amended, and similar state
provisions, certain substantial changes in the Companys
ownership could result in an annual limitation on the amount of
state credit and state net operating loss carryforwards that can
be utilized in future years to offset future taxable income.
Annual limitations may result in the expiration of net operating
loss and credit carryforwards before they are used.
Components of the Companys net deferred tax assets are as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 27, | |
|
December 25, | |
|
|
2003 | |
|
2004 | |
|
|
| |
|
| |
Net operating losses
|
|
$ |
38 |
|
|
$ |
|
|
Tax credits
|
|
|
845 |
|
|
|
1,024 |
|
Depreciation and amortization
|
|
|
(59 |
) |
|
|
(855 |
) |
Non-statutory stock options
|
|
|
1,052 |
|
|
|
1,403 |
|
Inventory reserve
|
|
|
1,658 |
|
|
|
4,985 |
|
Other reserves and accruals
|
|
|
493 |
|
|
|
1,600 |
|
|
|
|
|
|
|
|
|
|
$ |
4,027 |
|
|
$ |
8,157 |
|
|
|
|
|
|
|
|
Management periodically evaluates the recoverability of the
deferred tax assets and recognizes the tax benefit only as
reassessment demonstrates that they are realizable. At such
time, if it is determined that it is more likely than not that
all U.S. deferred tax assets are realizable, the valuation
allowance will be adjusted. As of December 27, 2003 and
December 25, 2004, the Company has not provided a valuation
allowance because it believes it is more likely than not that
all deferred tax assets will be realized in the foreseeable
future.
Tax benefits of $8,556,000, $1,668,000 and none in fiscal 2004,
2003 and 2002, respectively, associated with the exercise of
employee stock options and other employee stock programs were
allocated to stockholders equity.
74
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The items accounting for the difference between income taxes
computed at the federal statutory rate and the (provision)
benefit for income taxes consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended | |
|
|
| |
|
|
December 28, | |
|
December 27, | |
|
December 25, | |
|
|
2002 | |
|
2003 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Federal statutory rate
|
|
$ |
(1,975 |
) |
|
$ |
(4,257 |
) |
|
$ |
(13,672 |
) |
State income tax, net of credits and federal benefit
|
|
|
(99 |
) |
|
|
(365 |
) |
|
|
(1,164 |
) |
Non-deductible deferred stock-based compensation
|
|
|
(476 |
) |
|
|
(535 |
) |
|
|
(255 |
) |
Foreign earnings taxed at a different rate
|
|
|
(561 |
) |
|
|
53 |
|
|
|
(165 |
) |
Foreign losses not utilized
|
|
|
(2,619 |
) |
|
|
(396 |
) |
|
|
(213 |
) |
Extraterritorial income exclusion
|
|
|
192 |
|
|
|
535 |
|
|
|
839 |
|
Tax credits
|
|
|
343 |
|
|
|
328 |
|
|
|
543 |
|
Tax exempt interest
|
|
|
|
|
|
|
|
|
|
|
617 |
|
Permanent items and others
|
|
|
(308 |
) |
|
|
(12 |
) |
|
|
(415 |
) |
Change in valuation allowance
|
|
|
9,061 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
3,558 |
|
|
$ |
(4,649 |
) |
|
$ |
(13,885 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Note 10 |
Employee Benefit Plan: |
In 1996, the Company adopted a retirement plan which is
qualified under Section 401(k) of the Internal Revenue Code
of 1986. Eligible employees may make voluntary contributions to
the retirement plan of up to 25% of their annual compensation,
not to exceed the statutory amount, and the Company may make
matching contributions. The Company made no contributions to the
retirement plan in fiscal 2002 and 2003. The Company recorded
expenses for matching contributions for fiscal 2004 of $128,000.
The Company provides a tax-qualified profit sharing retirement
plan for the benefit of eligible employees in the U.S. This
defined contribution plan is designed to provide employees with
an accumulation of funds for retirement on a tax-deferred basis
and provide for annual discretionary employer contributions. The
Company expensed $1,092,000 for the qualified U.S. profit
sharing retirement plan in fiscal 2004.
|
|
Note 11 |
Operating Segment and Geographic Information: |
The Company operates in one segment regarding the design,
development, manufacture, sale and support of precision, high
performance advanced semiconductor wafer probe cards. In
accordance with SFAS No. 131
(SFAS No. 131), Disclosures About
Segments of an Enterprise and Related Information, the
Companys chief operating decision-maker have been
identified as the Chief Executive Officer and the President, who
review operating results to make decisions about allocating
resources and assessing performance for the entire company.
Since the Company operates in one segment and in one group of
similar products and services, all financial segment and product
line information required by SFAS No. 131 can be found
in the consolidated financial statements.
Geographic revenue information for the three years ended
December 25, 2004 is based on the invoicing location of the
customer. Property and equipment information is based on the
physical location of the assets at the end of each of the fiscal
years.
75
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table summarizes revenue by geographic region
based upon invoicing location:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended | |
|
|
| |
|
|
December 28, | |
|
December 27, | |
|
December 25, | |
|
|
2002 | |
|
2003 | |
|
2004 | |
|
|
| |
|
| |
|
| |
United States
|
|
|
55.6 |
% |
|
|
50.1 |
% |
|
|
35.8 |
% |
Taiwan
|
|
|
20.9 |
|
|
|
13.5 |
|
|
|
20.0 |
|
Japan
|
|
|
7.1 |
|
|
|
20.1 |
|
|
|
25.5 |
|
Asia (excluding Japan and Taiwan)
|
|
|
0.9 |
|
|
|
6.0 |
|
|
|
5.4 |
|
Europe
|
|
|
15.5 |
|
|
|
10.3 |
|
|
|
13.3 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
Net property and equipment by country was a follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Years Ended | |
|
|
| |
|
|
December 27, | |
|
December 25, | |
|
|
2003 | |
|
2004 | |
|
|
| |
|
| |
United States
|
|
$ |
21,744 |
|
|
$ |
58,246 |
|
Japan
|
|
|
35 |
|
|
|
676 |
|
Asia (excluding Japan)
|
|
|
434 |
|
|
|
306 |
|
Europe
|
|
|
353 |
|
|
|
128 |
|
|
|
|
|
|
|
|
Total property and equipment, net
|
|
$ |
22,566 |
|
|
$ |
59,356 |
|
|
|
|
|
|
|
|
Revenues to Intel Corporation represented 26.9% of the
Companys fiscal 2002 revenues, 30.1% of fiscal 2003
revenues and 14.5% of fiscal 2004 revenues. Revenues to Spirox
Corporation represented 20.9% of the Companys fiscal 2002
revenues, 13.4% of fiscal 2003 revenues and 20.0% of fiscal 2004
revenues. Revenues to Infineon Technologies AG represented 20.1%
of the Companys fiscal 2002 revenues, 10.3% of fiscal 2003
revenues and 11.6% of fiscal 2004 revenues. Elpida represented
12.4% of the Companys fiscal 2003 revenues and 18.7% of
fiscal 2004 revenues. No other customer represented greater than
10% of the Companys revenues in fiscal 2002, 2003 and 2004.
|
|
Note 12 |
Related Party Transactions: |
The Company provided services or sold products to related
parties, who are also stockholders of the Companys common
stock. For the years ended December 28, 2002 and
December 27, 2003 revenue recognized from these related
parties was $50,639,000 and 42,676,000, respectively. At
December 27, 2003, the Company had accounts
receivable of $3,707,752 from these related parties. There were
no such transactions with related parties as of
December 25, 2004.
The Company purchased inventories from related parties, and paid
commissions to related parties, who are also stockholders of the
Companys common stock. For the years ended
December 28, 2002, December 27, 2003 and
December 25, 2004, transactions with these related parties
were $9,767,000, $13,155,000 and 24,227,000, respectively. At
December 27, 2003 and December 25, 2004, the Company
had accounts payable of $2,627,000 and $3,764,000, respectively,
to these related parties.
In July 2003, the Company purchased approximately $3,151,000 of
manufacturing equipment from a company where one of the members
of the Companys Board of Directors was also an officer of
that company. This transaction was negotiated at arms length and
the supplier was selected after a comprehensive, competitive
bidding process. As of December 27, 2003 the Company had no
unpaid amounts with respect to this equipment purchase.
76
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
Note 13 |
Restatement of Financial Statements: |
On July 20, 2004, the Company restated its financial
results for fiscal years 2001, 2002, 2003 and the three months
ended March 27, 2004 to reflect an adjustment to the
amortization schedule of deferred stock-based compensation
recorded in connection with its June 2003 initial public
offering. In connection with this adjustment, the Company
reclassified a portion of the stock-based compensation expense
from operating expenses to cost of revenues and has revised its
provision for income taxes accordingly. The aggregate amount of
deferred stock-based compensation initially recorded remained
unchanged.
The adjustment to the amortization schedule related to pre-IPO
refresh stock option grants issued in 2001 and 2002.
These option grants were designed to add an additional year on
to the vesting period of the employees existing option
grant. This provides employees with consistent option
compensation following full vesting of their original option
grants, which generally occurs four years after grant. In
connection with its IPO, the Company recorded $8.3 million
of deferred stock-based compensation for these
refresh grants to be amortized over their future one
year vesting period. During the second quarter of 2004, the
Companys independent auditors indicated that deferred
stock based compensation relating to these refresh
grants should have been amortized from the date of grant through
the vesting period rather than during the vesting period. At the
recommendation of its audit committee, the Company disclosed the
matter to the SEC, Office of the Chief Accountant, to report and
confirm that the amortization should begin from the grant date.
The adjustment resulted in higher stock based compensation
expense for the years fiscal 2001 through fiscal 2004, and lower
stock-based compensation expense in fiscal 2005 through fiscal
2007 related to these refresh grants.
The periods affected by the restatement included fiscal years
ended December 29, 2001, December 28, 2002,
December 27, 2003 and the three months ended March 27,
2004. The restatement had no impact on the Companys net
cash flows from operating activities or on the Companys
cash and cash equivalents in the consolidated statements of cash
flows for the periods restated.
On November 30, 2004, the Company restated its financial
results for fiscal years 2001, 2002 and 2003 and the three
months ended March 27, 2004, June 26, 2004 and
September 25, 2004, to reflect an adjustment to its
calculation of basic and diluted net income (loss) per share
available to common stockholders. The restatement did not affect
the Companys reported net income or its balance sheet or
cash flow statements for any period. The Company did not
previously reflect the impact of cumulative dividend rights and
participating dividend rights of its redeemable convertible
preferred stock in its calculation for either basic or diluted
net income (loss) available to common stockholders per share has
adjusted its calculations according to SFAS No. 128
Earnings Per Share and EITF Topic D-95, Effect
of Participating Convertible Securities on the Computation of
Basic Earnings per Share.
|
|
Note 14 |
Subsequent Events: |
On February 15, 2005, the Company approved the grant of
options to purchase 579,620 shares of common stock
under the Plans at an exercise price of $23.56 per share.
77
SCHEDULE II
FORMFACTOR, INC.
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 28, 2002, December 27,
2003 and December 25, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at | |
|
|
|
|
|
Balance | |
|
|
Beginning | |
|
|
|
|
|
at End of | |
Description |
|
of Year | |
|
Additions | |
|
Deductions | |
|
Year | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Allowance for doubtful accounts receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 28, 2002
|
|
$ |
414 |
|
|
$ |
165 |
|
|
$ |
326 |
|
|
$ |
253 |
|
|
Year ended December 27, 2003
|
|
$ |
253 |
|
|
$ |
|
|
|
$ |
150 |
|
|
$ |
103 |
|
|
Year ended December 25, 2004
|
|
$ |
103 |
|
|
$ |
|
|
|
$ |
62 |
|
|
$ |
41 |
|
Reserve for excess and obsolete inventory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 28, 2002
|
|
$ |
8,616 |
|
|
$ |
1,279 |
|
|
$ |
2,436 |
|
|
$ |
7,459 |
|
|
Year ended December 27, 2003
|
|
$ |
7,459 |
|
|
$ |
1,959 |
|
|
$ |
|
|
|
$ |
9,418 |
|
|
Year ended December 25, 2004
|
|
$ |
9,418 |
|
|
$ |
4,462 |
|
|
$ |
994 |
|
|
$ |
12,886 |
|
Allowance against deferred tax assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 28, 2002
|
|
$ |
9,061 |
|
|
$ |
|
|
|
$ |
9,061 |
|
|
$ |
|
|
|
Year ended December 27, 2003
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Year ended December 25, 2004
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
78
INDEX TO EXHIBITS
Set forth below is a list of exhibits that are being filed or
incorporated by reference into this Report on Form 10-K:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
Exhibit | |
|
|
|
|
|
Date of | |
|
Exhibit | |
|
Filed | |
Number | |
|
Exhibit Description |
|
Form | |
|
File No. | |
|
First Filing | |
|
Number | |
|
Herewith | |
| |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
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 |
|
|
|
10/20/03 |
|
|
|
3.01 |
|
|
|
|
|
|
3 |
.02 |
|
Amended and Restated Bylaws of the Registrant. |
|
|
S-1 |
|
|
|
333-109815 |
|
|
|
10/20/03 |
|
|
|
3.02 |
|
|
|
|
|
|
4 |
.01 |
|
Specimen Common Stock Certificate. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
5/28/02 |
|
|
|
4.01 |
|
|
|
|
|
|
|
4 |
.02 |
|
Sixth Amended and Restated Rights Agreement by and among the
Registrant and certain stockholders of the Registrant dated
July 13, 2001. |
|
|
S-1 |
|
|
|
333-86738 |
|
|
|
4/22/02 |
|
|
|
4.02 |
|
|
|
|
|
|
|
4 |
.03 |
|
Stockholders Agreement by and among the Registrant,
Dr. Igor Y. Khandros, Susan Bloch and Richard Hoffman dated
February 9, 1994. |
|
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S-1 |
|
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333-86738 |
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4/22/02 |
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4.03 |
|
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|
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4 |
.04 |
|
Stockholders Agreement by and among the Registrant,
Dr. Igor Y. Khandros, Susan Bloch and Milton Ohring dated
April 11, 1994. |
|
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S-1 |
|
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333-86738 |
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4/22/02 |
|
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4.04 |
|
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|
|
|
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4 |
.05 |
|
Stockholders Agreement by and among the Registrant,
Dr. Igor Y. Khandros, Susan Bloch and Benjamin Eldridge
dated August 12, 1994. |
|
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S-1 |
|
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333-86738 |
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4/22/02 |
|
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4.05 |
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|
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4 |
.06 |
|
Stockholders Agreement by and among the Registrant,
Dr. Igor Y. Khandros, Susan Bloch and Charles
Baxley, P.C. dated September 8, 1994. |
|
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S-1 |
|
|
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333-86738 |
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4/22/02 |
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4.06 |
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|
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10 |
.01 |
|
Form of Indemnity Agreement. |
|
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S-1/A |
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333-86738 |
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5/28/02 |
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|
10.01 |
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|
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10 |
.02 |
|
1995 Stock Plan, and form of option grant. |
|
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S-1 |
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333-86738 |
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4/22/02 |
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10.02 |
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10 |
.03 |
|
1996 Stock Option Plan, and form of option grant. |
|
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S-1 |
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333-86738 |
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4/22/02 |
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10.03 |
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|
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10 |
.04 |
|
Incentive Option Plan, and form of option grant. |
|
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S-1 |
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333-86738 |
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4/22/02 |
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10.04 |
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10 |
.05 |
|
Management Incentive Option Plan, and form of option grant. |
|
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S-1 |
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333-86738 |
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4/22/02 |
|
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10.05 |
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10 |
.06 |
|
2002 Equity Incentive Plan, and forms of option grant. |
|
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S-1/A |
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333-86738 |
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6/10/03 |
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10.06 |
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10 |
.07 |
|
2002 Employee Stock Purchase Plan. |
|
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S-1/A |
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333-86738 |
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6/10/03 |
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10.07 |
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10 |
.08 |
|
Key Management Bonus Plan (2003). |
|
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S-1/A |
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333-86738 |
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6/10/03 |
|
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|
10.08.1 |
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|
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|
10 |
.09 |
|
Sales Incentive Plan (first half 2003). |
|
|
S-1/A |
|
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|
333-86738 |
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6/10/03 |
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|
10.09.1 |
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|
79
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Incorporated by Reference | |
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| |
|
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|
|
Exhibit | |
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|
Date of | |
|
Exhibit | |
|
Filed | |
Number | |
|
Exhibit Description |
|
Form | |
|
File No. | |
|
First Filing | |
|
Number | |
|
Herewith | |
| |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
10 |
.10 |
|
Sales Incentive Plan (second half 2003). |
|
|
S-1 |
|
|
|
333-109815 |
|
|
|
10/20/03 |
|
|
|
10.10 |
|
|
|
|
|
|
|
10 |
.11* |
|
Key Management Bonus Plan (2004). |
|
|
10-K |
|
|
|
000-50307 |
|
|
|
3/22/04 |
|
|
|
10.11 |
|
|
|
|
|
|
|
10 |
.12* |
|
Sales Incentive Plan (first half 2004). |
|
|
10-K |
|
|
|
000-50307 |
|
|
|
3/22/04 |
|
|
|
10.12 |
|
|
|
|
|
|
|
10 |
.13 |
|
Employment Offer Letter dated October 29, 1998 to Yoshikazu
Hatsukano. |
|
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S-1 |
|
|
|
333-86738 |
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|
|
4/22/02 |
|
|
|
10.13 |
|
|
|
|
|
|
|
10 |
.14 |
|
Lease by and between Paul E. Iacono and the Registrant dated
June 26, 1995. |
|
|
S-1 |
|
|
|
333-86738 |
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|
|
4/22/02 |
|
|
|
10.14 |
|
|
|
|
|
|
|
10 |
.15 |
|
First Option to Extend Lease Term by and between Paul E. Iacono
and the Registrant dated October 4, 2002 for the Lease
between the parties dated June 26, 1995. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
12/18/02 |
|
|
|
10.12.1 |
|
|
|
|
|
|
|
10 |
.16 |
|
Lease by and between Paul E. Iacono and the Registrant dated
April 12, 1996. |
|
|
S-1 |
|
|
|
333-86738 |
|
|
|
4/22/02 |
|
|
|
10.13 |
|
|
|
|
|
|
|
10 |
.17 |
|
First Option to Extend Lease Term by and between Paul E. Iacono
and the Registrant dated October 4, 2002 for the Lease
between the parties dated April 12, 1996. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
12/18/02 |
|
|
|
10.13.1 |
|
|
|
|
|
|
|
10 |
.18 |
|
Lease by and between Paul E. Iacono and the Registrant dated
November 20, 1996. |
|
|
S-1 |
|
|
|
333-86738 |
|
|
|
4/22/02 |
|
|
|
10.14 |
|
|
|
|
|
|
|
10 |
.19 |
|
First Option to Extend Lease Term by and between Paul E. Iacono
and the Registrant dated October 4, 2002 for the Lease
between the parties dated November 20, 1996. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
12/18/02 |
|
|
|
10.14.1 |
|
|
|
|
|
|
|
10 |
.20 |
|
Lease by and between Paul E. Iacono and the Registrant dated
April 24, 1997. |
|
|
S-1 |
|
|
|
333-86738 |
|
|
|
4/22/02 |
|
|
|
10.15 |
|
|
|
|
|
|
|
10 |
.21 |
|
First Option to Extend Lease Term by and between Paul E. Iacono
and the Registrant dated October 4, 2002 for the Lease
between the parties dated April 24, 1997. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
12/18/02 |
|
|
|
10.15.1 |
|
|
|
|
|
|
|
10 |
.22 |
|
Lease by and between Richard K. and Pamela K. Corbett, Robert
and Cheryl Rumberger, Connie Duke and the Registrant dated
March 12, 1998. |
|
|
S-1 |
|
|
|
333-86738 |
|
|
|
4/22/02 |
|
|
|
10.16 |
|
|
|
|
|
80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
Exhibit | |
|
|
|
|
|
Date of | |
|
Exhibit | |
|
Filed | |
Number | |
|
Exhibit Description |
|
Form | |
|
File No. | |
|
First Filing | |
|
Number | |
|
Herewith | |
| |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
10 |
.23 |
|
First Amendment to Standard Industrial/ Single Tenant
Lease Net by and between Richard K. Corbett and
Pamela K. Corbett, Robert Rumberger and Cheryl Rumberger, and
the Registrant dated April 30, 2003. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
5/21/03 |
|
|
|
10.16.1 |
|
|
|
|
|
|
|
10 |
.24 |
|
Lease by and between L One and the Registrant dated
March 25, 1998. |
|
|
S-1 |
|
|
|
333-86738 |
|
|
|
4/22/02 |
|
|
|
10.17 |
|
|
|
|
|
|
|
10 |
.25 |
|
Pacific Corporate Center Lease by and between Greenville
Investors, L.P. and the Registrant dated May 3, 2001. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
6/10/03 |
|
|
|
10.18 |
|
|
|
|
|
|
|
10 |
.26 |
|
First Amendment to Pacific Corporate Center Lease by and between
Greenville Investors, L.P. and the Registrant dated
January 31, 2003. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
5/07/03 |
|
|
|
10.18.1 |
|
|
|
|
|
|
|
10 |
.27 |
|
Pacific Corporate Center Lease by and between Greenville
Investors, L.P. and the Registrant dated May 3, 2001. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
6/10/03 |
|
|
|
10.19 |
|
|
|
|
|
|
|
10 |
.28 |
|
First Amendment to Pacific Corporate Center Lease by and between
Greenville Investors, L.P. and the Registrant dated
January 31, 2003. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
5/07/03 |
|
|
|
10.19.1 |
|
|
|
|
|
|
|
10 |
.29 |
|
Pacific Corporate Center Lease by and between Greenville
Investors, L.P. and the Registrant dated May 3, 2001. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
6/10/03 |
|
|
|
10.20 |
|
|
|
|
|
|
|
10 |
.30 |
|
First Amendment to Pacific Corporate Center Lease by and between
Greenville Investors, L.P. and the Registrant dated
January 31, 2003. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
5/07/03 |
|
|
|
10.20.1 |
|
|
|
|
|
|
|
10 |
.31 |
|
Third Amended and Restated Loan and Security Agreement by and
between Comerica Bank California and the Registrant
dated February 21, 2003. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
5/07/03 |
|
|
|
10.29 |
|
|
|
|
|
|
|
10 |
.32 |
|
Basic Purchase Agreement by and among Infineon Technologies
Aktiengesellschaft, Whiteoak Semiconductor Partnership, Promos
Technologies Inc. and the Registrant dated July 9, 1999. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
6/10/03 |
|
|
|
10.22 |
|
|
|
|
|
|
|
10 |
.33 |
|
Letter Agreement by and between Infineon Technologies
Aktiengesellschaft and the Registrant dated July 19, 2002. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
5/07/03 |
|
|
|
10.22.1 |
|
|
|
|
|
81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
Exhibit | |
|
|
|
|
|
Date of | |
|
Exhibit | |
|
Filed | |
Number | |
|
Exhibit Description |
|
Form | |
|
File No. | |
|
First Filing | |
|
Number | |
|
Herewith | |
| |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
10 |
.34 |
|
Letter Agreement by and between Infineon Technologies
Aktiengesellschaft and the Registrant dated July 1, 2003. |
|
|
S-1 |
|
|
|
333-109815 |
|
|
|
10/20/03 |
|
|
|
10.22.2 |
|
|
|
|
|
|
|
10 |
.35 |
|
Letter Agreement by and between Infineon Technologies
Aktiengesellschaft and the Registrant dated December 10,
2003. |
|
|
10-K |
|
|
|
000-50307 |
|
|
|
3/22/04 |
|
|
|
10.35 |
|
|
|
|
|
|
|
10 |
.36 |
|
Authorized International Distributor Agreement by and between
Spirox Corporation and the Registrant dated June 1, 2000. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
6/10/03 |
|
|
|
10.23 |
|
|
|
|
|
|
|
10 |
.37 |
|
Amendment No. 1 to Authorized International Distributor
Agreement by and between Spirox Corporation and the Registrant
dated July 1, 2003. |
|
|
S-1 |
|
|
|
333-109815 |
|
|
|
10/20/03 |
|
|
|
10.23.1 |
|
|
|
|
|
|
|
10 |
.38 |
|
Probecard Purchase Agreement by and between Samsung Electronics
Industries Co., Ltd. and the Registrant dated November 22,
2000. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
6/10/03 |
|
|
|
10.24 |
|
|
|
|
|
|
|
10 |
.39 |
|
Agreement by and between Samsung Electronics Industries Co.,
Ltd. and the Registrant dated October 31, 2001,Agreement by
and between Samsung Electronics Industries Co., Ltd. and the
Registrant dated January 10, 2002,and Agreement by and
between Samsung Electronics Industries Co., Ltd. and the
Registrant dated January 22, 2003. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
6/10/03 |
|
|
|
10.24.1 |
|
|
|
|
|
|
|
10 |
.40 |
|
Intel Corporation Purchase Agreement Capital
Equipment and Services by and between Intel Corporation and the
Registrant dated January 8, 2001, and as amended on
January 22, 2001, on March 1, 2001,and on
April 1, 2001. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
6/10/03 |
|
|
|
10.25 |
|
|
|
|
|
|
|
10 |
.41 |
|
Amendment to Intel Corporation Purchase Agreement by and between
Intel Corporation and the Registrant dated May 22, 2002. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
5/07/03 |
|
|
|
10.25.1 |
|
|
|
|
|
|
|
10 |
.42 |
|
Amendment to Intel Corporation Purchase Agreement by and between
Intel Corporation and the Registrant dated June 30, 2002. |
|
|
S-1 |
|
|
|
333-109815 |
|
|
|
10/20/03 |
|
|
|
10.25.2 |
|
|
|
|
|
|
|
10 |
.43 |
|
Production and Development Materials and Services Purchase
Agreement by and between Harbor Electronics and the Registrant
dated April 17, 2002. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
6/10/03 |
|
|
|
10.27 |
|
|
|
|
|
82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
Exhibit | |
|
|
|
|
|
Date of | |
|
Exhibit | |
|
Filed | |
Number | |
|
Exhibit Description |
|
Form | |
|
File No. | |
|
First Filing | |
|
Number | |
|
Herewith | |
| |
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
10 |
.44 |
|
Production and Development Materials and Services Purchase
Agreement by and between NTK Technologies and the Registrant
dated June 25, 2002. |
|
|
S-1/A |
|
|
|
333-86738 |
|
|
|
6/10/03 |
|
|
|
10.28 |
|
|
|
|
|
|
|
10 |
.45* |
|
Probe Card Purchase Agreement by and between Elpida Memory, Inc.
and the Registrant dated April 1, 2002 and Agreement by and
between Elpida Memory, Inc. and the Registrant dated
August 18, 2003. |
|
|
10-K |
|
|
|
000-50307 |
|
|
|
3/22/04 |
|
|
|
10.45 |
|
|
|
|
|
|
|
10 |
.46 |
|
Written description of material definitive agreement to increase
director compensation entered into on February 16, 2005. |
|
|
8-K |
|
|
|
000-50307 |
|
|
|
2/16/05 |
|
|
|
|
|
|
|
|
|
|
|
10 |
.47 |
|
Intel Agreement Amendment V. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
|
|
10 |
.48 |
|
Form of Change of Control Severance Agreement. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
|
|
10 |
.49 |
|
Joseph Bronson offer letter. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
|
|
10 |
.50 |
|
Ronald Foster offer letter. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
|
|
|
21 |
.01 |
|
List of Registrantss subsidiaries. |
|
|
S-1 |
|
|
|
333-86738 |
|
|
|
4/22/02 |
|
|
|
21.01 |
|
|
|
|
|
|
|
23 |
.01 |
|
Consent of Independent Registered Public Accounting Firm. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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X |
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31 |
.02 |
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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. |
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X |
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32 |
.01** |
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Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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X |
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* |
Confidential treatment has been requested for portions of this
exhibit. These portions have been omitted from this
Form 10-K and have been filed separately with the
Securities and Exchange Commission. |
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** |
This exhibit shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934,
whether made before or after the date hereof and irrespective of
any general incorporation language in any filings. |
83
exv10w47
Exhibit 10.47
AMENDMENT V TO THE
CAPITAL EQUIPMENT AND SERVICE AGREEMENT
between
INTEL CORPORATION
and
FORMFACTOR INC.
INTEL AGREEMENT NUMBER C-05673
Amendment Effective Date: 1/08/2005
WHEREAS, Intel Corporation and FormFactor, Inc. (Seller), have entered into a Capital Equipment
and Service Agreement, Intel Agreement No. C-05673 (hereinafter called Agreement) dated 1/8/01,
as amended by Amendment(s) O dated 1-22-01, Amendment P dated 4-23-01, Amendment Q dated 9-3-01,
Amendment R dated 2/4/02, Amendment S dated 6/30/03; Amendment T dated 1/8/04, and by Amendment U
dated 9/1/04 and
WHEREAS, the parties wish to amend the Agreement to extend the Term of the Agreement through
7/8/2005 as forth in this Amendment V.
THEREFORE, for valuable consideration, the adequacy and receipt of which are hereby acknowledged,
the parties agree as follows:
All Terms and conditions of the Agreement remain in full force and effect and apply to this
Amendment, unless specifically modified below.
2. |
AGREEMENT MODIFICATIONS |
The parties agree to extend the Term of the Agreement, including all of the aforementioned
amendments thereto, through July 8, 2005.
AGREED:
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INTEL CORPORATION |
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FORMFACTOR, INC. |
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By: /s/ MIKE DICKEN
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By: /s/ PETER B. MATTHEWS |
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Mike Dicken
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Peter B. Mathews |
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(Printed Name)
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(Printed Name) |
Commodity Manager
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VP Worldwide Sales |
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(Title)
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(Title) |
Dec 13th, 2004
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January 3rd, 2005 |
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(Date)
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(Date) |
exv10w48
Exhibit 10.48
FORMFACTOR, INC.
CHANGE OF CONTROL SEVERANCE AGREEMENT
This Change of Control Severance Agreement (the Agreement) is made and entered into
effective as of (the Effective Date), by and between
(the Employee) and FormFactor, Inc., a Delaware corporation (the Company).
R E C I T A L S
WHEREAS, the Company considers it essential to the best interests of its shareholders to
foster the continuous employment of key management personnel;
WHEREAS, the Board of Directors of the Company (the Board) recognizes that, as is
the case with many publicly-held corporations, the possibility of a Change in Control (as defined
below) exists and that such possibility, and the uncertainty and questions which it may raise among
management, could result in the departure or distraction of management personnel to the detriment
of the Company and its shareholders; and
WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of the Companys management, including
the Employee, to their assigned duties without distraction in light of the possibility of a Change
in Control;
NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the
Company and the Employee hereby agree as follows.
ARTICLES
1. Definitions. The following terms referred to in this Agreement shall have the following
meanings.
Cause shall mean (i) any act of personal dishonesty taken by the Employee in
connection with his or her responsibilities as an employee which is intended to result in
substantial personal enrichment of the Employee and is reasonably likely to result in
material harm to the Company, (ii) the Employees conviction of a felony, (iii) a willful
act by the Employee which constitutes misconduct and is materially injurious to the Company,
or (iv) continued willful violations by the Employee of the Employees obligations to the
Company after the Employee has received a written demand for performance from the Company
which describes the basis for the Companys belief that the Employee has not substantially
performed his or her duties.
1
Change of Control shall mean the first to occur of any of the following
events after the date hereof:
(i) the consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into or exchanged
for voting securities of the surviving entity) more than sixty percent (60%) of the
total voting power represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation; or
(ii) (A) any approval by the shareholders of the Company of a plan of complete
liquidation of the Company, other than as a result of insolvency or (B) the
consummation of the sale or disposition (or the last in a series of sales or
dispositions) by the Company of all or substantially all of the Companys assets,
other than a sale or disposition to a wholly-owned direct or indirect subsidiary of
the Company and other than a sale or disposition which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (by being converted into or exchanged for voting securities of the entity
to which such sale or disposition was made) more than sixty percent (60%) of the
total voting power represented by the voting securities of the entity to which such
sale or disposition was made after such sale or disposition; or
(iii) any person (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended) becoming the beneficial
owner (as defined in Rule 13d-3 under said Act), directly or indirectly, of
securities of the Company representing 40% or more of the total voting power
represented by the Companys then outstanding voting securities; or
(iv) during any period of two consecutive years after the Effective Date,
Incumbent Directors cease for any reason to constitute a majority of the Board.
Compensation Continuation Period shall mean the period of time commencing
with the date of the Employees Involuntary Termination at any time within twelve (12)
months after a Change of Control and ending with the expiration of twelve (12) months
following the date of the Employees Involuntary Termination.
Good Reason shall mean the occurrence of any of the following: (i) without
the Employees express written consent, a material reduction of the Employees duties,
position or responsibilities relative to the Employees duties, position or responsibilities
in effect immediately prior to the Change of Control; (ii) a reduction by the Company of the
Employees base salary or bonus opportunity as in effect immediately prior to such
reduction; (iii) a material reduction by the Company in the kind or level of employee
benefits to which the Employee is entitled immediately prior to such reduction with the
result that the Employees overall benefits package is materially reduced; (iv) without the
2
Employees express written consent, the relocation of the Employee to a facility or a
location more than five (5) miles from his or her current facility and the new location is more
than fifty (50) miles the Employees current residence; or (v) the failure of
the Company to obtain the assumption of this Agreement by a successor.
Incumbent Directors shall mean directors who either (A) are directors of the
Company as of the Effective Date, or (B) are elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of those directors then still in
office who either were directors on the Effective Date or whose election or nomination for
election was so approved.
Involuntary Termination shall mean a termination of the Employee by the
Company without Cause or a resignation by the Employee within 90 days of any event
constituting Good Reason.
2. Term of Agreement. This Agreement shall be in effect for the period commencing on the
Effective Date and ending on the third anniversary of the Effective Date provided that if a Change
of Control shall have occurred during the term of this Agreement, this Agreement shall remain in
effect to give effect to its provisions.
3. At-Will Employment. The Company and the Employee acknowledge that the Employees
employment is and shall continue to be at-will, as defined under applicable law. If the Employees
employment terminates for any reason, the Employee shall not be entitled to any payments, benefits,
damages, awards or compensation other than as provided by this Agreement, or as may otherwise be
established under the Companys then existing employee benefit plans or policies at the time of
termination.
4. Change of Control and Severance Benefits; Non-solicitation.
(a) Involuntary Termination Following Change of Control. If the Employees employment
with the Company terminates as a result of an Involuntary Termination at any time within
twelve (12) months after a Change of Control, then the Employee shall be entitled to receive
from the Company the following benefits, contingent upon the Employees execution of a
release satisfactory to the Company.
(i) Cash Severance Payments. Employee shall receive an aggregate amount (the
Severance Amount) equal to one times the sum of (A) the Employees annual
base salary in effect on the date of termination plus (B) the greater of (x) the
Employees annual target bonus amount for the year of termination assuming a 100%
payout on all objectives under the Companys bonus plan in effect on the date of
termination or (y) such annual target bonus amount times the average rate of annual
bonus paid to each executive officer (compared to such officers target bonus)
covered under a change of control severance agreement substantially similar to this
Agreement averaged over the two most recently completed fiscal years preceding the
date of termination. The Company shall pay the Severance Amount to the Employee in
a lump sum promptly following an execution of a release by the Employee.
(ii) Health Benefits Continuation. During the Compensation
3
Continuation Period, through COBRA or otherwise, the Company shall continue to
make available to the Employee and Employees spouse and dependents covered under
any group health plans of the Company on the date of such termination of employment,
all group health insurance plans in which Employee or such Covered Dependents
participate on the date of the Employees termination at the same cost to the
Employee as the Employee paid for such benefits prior to termination of employment.
To the extent the Company cannot continue to provide such benefits through COBRA or
otherwise, it will pay the Employee an amount that would be sufficient to enable the
Employee to purchase such benefits from a third party at the same cost to the
Employee on an after-tax basis as the Employee paid for such benefits prior to the
termination of employment.
(iii) Forfeiture upon Breach of Covenants. Notwithstanding any of the
foregoing, if the Employee breaches his or her obligations under paragraph (e) or
(f) of this Article 4, from and after the date of such breach, (x) the Employee will
no longer be entitled to, and the Company will no longer be obligated to pay, any
remaining unpaid portion of the Severance Amount and (y) the Employee will no longer
be entitled to, and the Company will no longer be obligated to make available to
Employee or Employees spouse or dependents, any group health insurance plans or any
payment in respect of such plans to the extent the Company cannot continue to
provide such benefits.
(iv) Equity Acceleration. The vesting and exercisability of each option,
restricted stock award, restricted stock unit or other stock based award (each, a
Stock Award) shall be automatically accelerated in full and the forfeiture
provisions and/or Company right of repurchase of each Stock Award shall
automatically lapse in full. If this clause (iv) would subject the Stock Awards to
Section 409A of the Code (as defined below), the Company and the Employee will
cooperate to take any such action that the Company deems appropriate to put the
Employee in the same position as if Section 409A of the Code did not apply. In no
event shall the Stock Awards be amended to reflect this clause (iv) unless and until
there has been an Involuntary Termination after a Change of Control.
(b) Other Termination in Connection with a Change of Control. If the Employees
employment with the Company terminates other than as a result of an Involuntary Termination
at any time within twelve (12) months after a Change of Control, then the Employee shall not
be entitled to receive the Severance Amount or other benefits hereunder, but may be eligible
for those benefits (if any) as may then be established under the Companys then existing
severance and benefits plans and policies.
(c) Termination Apart from a Change of Control. If the Employees employment with the
Company terminates for any or no reason other than within twelve (12) months following a
Change of Control, then the Employee shall not be entitled to receive the Severance Amount
or other benefits hereunder, but may be eligible for those benefits (if any) as may then be
established under the Companys then existing severance and benefits plans and policies at
the time of such termination.
4
(d) Accrued Wages and Vacation; Expenses. Without regard to the reason for, or the
timing of, Employees termination of employment: (i) the Company shall pay the Employee any
unpaid base salary due for periods prior to the date of termination; (ii) the Company shall
pay the Employee all of the Employees accrued and unused vacation through the date of
termination; and (iii) following submission of proper expense reports by the Employee, the
Company shall reimburse the Employee for all expenses reasonably and necessarily incurred by
the Employee in connection with the business of the Company prior to the date of
termination. These payments shall be made promptly upon termination and within the period of
time mandated by law.
(e) Non-solicitation. In consideration of the benefits and protections conferred under
this Agreement, Employee agrees that for the Non-solicit Period (as defined below), the
Employee shall not either directly or indirectly solicit, induce, recruit or encourage any
of the Companys Personnel (as defined below) to leave their employment, or take away such
Personnel, or attempt to solicit, induce, recruit, encourage or take away such Personnel,
either for the Employee or for any other person or entity. Personnel means any of
the Companys employees and any former employees who have terminated their employment with
the Company within six months of the date of the purported solicitation, in each case
excluding the Employees administrative assistant. Non-solicit Period means the
period commencing on the date of a Change of Control and ending immediately after the end of
the Compensation Continuation Period.
(f) Confidentiality. In consideration of the benefits and protections conferred under
this Agreement, the Employee agrees that he or she will continue to abide by the
confidentiality provisions in the Companys Employment, Confidential Information and
Invention Assignment Agreement, as executed by the Employee.
5. Limitation on Benefits.
(a) Notwithstanding anything contained in this Agreement to the contrary, to the extent
that the payments and benefits provided under this Agreement and benefits provided to, or
for the benefit of, the Employee under any other employer plan or agreement (such payments
or benefits are collectively referred to as the Benefits) would be subject to the
excise tax (the Excise Tax) imposed under Section 4999 of the Internal Revenue
Code of 1986, as amended (the Code), the Benefits shall be reduced (but not below
zero) if and to the extent that a reduction in the Benefits would result in Employee
retaining a larger amount, on an after-tax basis (taking into account federal, state and
local income taxes and the Excise Tax), than if Employee received all of the Benefits (such
reduced amount is hereinafter referred to as the Limited Benefit Amount). Unless
Employee shall have given prior written notice specifying a different order to the Company
to effectuate the Limited Benefit Amount, the Company shall reduce or eliminate the
Benefits, by first reducing or eliminating those payments or benefits which are not payable
in cash and then by reducing or eliminating cash payments, in each case in reverse order
beginning with payments or benefits which are to be paid the farthest in time from the
Determination (as hereinafter defined). Any notice given by the Employee pursuant
to the preceding sentence shall take precedence
5
over the provisions of any other plan, arrangement or agreement governing the
Employees rights and entitlements to any benefits or compensation.
(b) A determination as to whether the Benefits shall be reduced to the Limited Benefit
Amount pursuant to this Agreement and the amount of such Limited Benefit Amount shall be
made by the Companys independent public accountants or another certified public accounting
firm of national reputation designated by the Company (the Accounting Firm) at the
Companys expense. The Accounting Firm shall provide its determination (the
Determination), together with detailed supporting calculations and documentation
to the Company and Employee within five (5) days of the date of termination of Employees
employment, if applicable, or such other time as requested by the Company or by Employee
(provided Employee reasonably believes that any of the Benefits may be subject to the Excise
Tax) and if the Accounting Firm determines that no Excise Tax is payable by Employee with
respect to any Benefits, it shall furnish Employee with an opinion reasonably acceptable to
Employee that no Excise Tax will be imposed with respect to any such Benefits. Within ten
(10) days of the delivery of the Determination to the Employee, the Employee shall have the
right to dispute the Determination (the Dispute). If there is no Dispute, the
Determination shall be binding, final and conclusive upon the Company and the Employee.
6. Successors.
(a) Companys Successors. Any successor to the Company (whether direct or indirect) to
all or substantially all of the Companys business and/or assets shall assume the Companys
obligations under this Agreement and agree expressly to perform the Companys obligations
under this Agreement in the same manner and to the same extent as the Company would be
required to perform such obligations in the absence of a succession. For all purposes under
this Agreement, the term Company shall include any successor to the Companys
business and/or assets.
(b) Employees Successors. Without the written consent of the Company, Employee shall
not assign or transfer this Agreement or any right or obligation under this Agreement to any
other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all
rights of Employee hereunder shall inure to the benefit of, and be enforceable by,
Employees personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.
7. Notices.
(a) General. Notices and all other communications contemplated by this Agreement shall
be in writing and shall be deemed to have been duly given when personally delivered or when
mailed by U.S. registered or certified mail, return receipt requested and postage prepaid.
In the case of the Employee, mailed notices shall be addressed to him or her at the home
address that he or she most recently communicated to the Company in writing. In the case of
the Company, mailed notices shall be addressed to its corporate headquarters, and all
notices shall be directed to the attention of its General Counsel, or to the Chief Financial
Officer if the notice to the Company is from the
6
General Counsel.
(b) Notice of Termination. Any termination by the Company or by the Employee shall be
communicated by a notice of termination to the other party hereto given in accordance with
this Article.
8. Arbitration.
(a) Any dispute or controversy arising out of, relating to, or in connection with this
Agreement, or the interpretation, validity, construction, performance, breach, or
termination thereof, shall be settled by binding arbitration to be held in San Francisco,
California, in accordance with the National Rules for the Resolution of Employment Disputes
then in effect of the American Arbitration Association (the Rules). The
arbitrator(s) may grant injunctions or other relief in such dispute or controversy. The
decision of the arbitrator shall be final, conclusive and binding on the parties to the
arbitration. Judgment may be entered on the arbitrators decision in any court having
jurisdiction.
(b) The arbitrator(s) shall apply California law to the merits of any dispute or claim,
without reference to conflicts of law rules. The arbitral proceedings shall be governed by
federal arbitration law and by the Rules, without reference to state arbitration law.
Employee hereby consents to the personal jurisdiction of the state and federal courts
located in California for any action or proceeding arising from or relating to this
Agreement or relating to any arbitration in which the parties are participants.
(c) EMPLOYEE HAS READ AND UNDERSTANDS THIS ARTICLE, WHICH DISCUSSES ARBITRATION.
EMPLOYEE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN
CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE,
BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, CONSTITUTES A WAIVER OF EMPLOYEES
RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS
OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS:
(i) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF
CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR
DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL
DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL
INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION.
(ii) ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE OR MUNICIPAL
STATUTE, INCLUDING, BUT NOT
7
LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF
1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH
DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA FAIR
EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION 201, et seq.;
(iii) ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING
TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.
9. Miscellaneous Provisions.
(a) No Duty to Mitigate. The Employee shall not be required to mitigate the amount of
any payment contemplated by this Agreement, nor shall any such payment be reduced by any
earnings that the Employee may receive from any other source.
(b) Waiver. No provision of this Agreement may be modified, waived or discharged
unless the modification, waiver or discharge is agreed to in writing and signed by the
Employee and by an authorized officer of the Company other than the Employee. No waiver by
either party of any breach of, or of compliance with, any condition or provision of this
Agreement by the other party shall be considered a waiver of any other condition or
provision or of the same condition or provision at another time.
(c) Integration. This Agreement represents the entire agreement and understanding
between the parties as to the subject matter herein and supersede all prior or
contemporaneous agreements, whether written or oral.
(d) Choice of Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the internal substantive laws, but not the conflicts of law
rules, of the State of California.
(e) Severability. The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other provision
hereof, which shall remain in full force and effect.
(f) Withholding Taxes. All payments made pursuant to this Agreement shall be subject
to withholding of applicable income and employment taxes.
[rest of page intentionally blank]
8
(g) Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together will constitute one and the same
instrument.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by its duly authorized officer, as of the day and year first above written.
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FORMFACTOR, INC. |
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By: |
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[Name of Employee] |
9
exv10w49
Exhibit 10.49
[Letterhead of FormFactor, Inc.]
November 17, 2004
Joseph R. Bronson
6838 Rockview Ct.
San Jose, Ca. 95120
Dear Joe,
We welcome the opportunity to offer you a salaried, exempt position with FormFactor, Inc. (the
Company) as President and a member of the Office of the CEO, starting Wednesday, November 17,
2004. We look forward to having you join us at this exciting time for the Company.
In your capacity as President, you will report to Igor Khandros, Chief Executive Officer, and
will receive an annual salary of $300,000, which will be paid bi-weekly in accordance with, and
subject to, the Companys normal payroll procedures. You will also be eligible to participate in
the annual Key Management Bonus Plan at a target rate of 100% of your earned annual salary. This
bonus is conditioned upon the companys performance and your individual achievement of objectives,
and will be prorated based upon your start date through the end of the fiscal year.
The Company will pay you a $20,000 bonus, which you will receive as a separate check included
with your first paycheck. This number is a gross dollar figure. Please be aware you will be
responsible for all personal income taxes related to this sign-on bonus. We advise that you consult
your tax consultant on this matter.
The Company will pay you a $3,000 per month housing allowance beginning when you start
incurring expenses for housing in the local area and will continue as long as the housing expenses
are incurred.
As long as you remain a regular full-time employee of the Company, you are eligible to receive
certain employee benefits that are offered to our regular full-time employees, which may from time
to time change at the Companys discretion. These currently include:
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Medical, Dental and Vision Insurance Benefits |
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Short-Term and Long-Term Disability Insurance Coverage |
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Group Life Insurance |
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Paid Time-Off |
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401k Plan with Company Match |
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Section 125 Flex Spending Plan |
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Employee Assistance Program |
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Employee Stock Purchase Plan |
Coverage for the above-mentioned medical, dental, vision, disability and life insurance
benefits begin on your date of hire. Dependent coverage is also available through this plan.
Employee and dependent contributions to the plan are outlined in our employee benefits guide
(Benefactor).
You will be entitled to fifteen days (15) of paid time-off annually. Paid time-off will
accrue at the rate of 4.62 hours per pay period starting from your first day of employment. Paid
time-off may be used for vacation or sick leave.
Employment Offer Letter
Joseph R. Bronson
November 17, 2004
Page 2
Following your employment commencement date, you will be granted a stock option, entitling you
to purchase 200,000 shares of common stock of the Company. The exercise price of your option will
be set at the fair market value of the Companys common stock as determined by the closing price on
the Nasdaq National Market on the date of grant, which will be your date of hire. The Vesting
Commencement Date will also be your date of hire. The option shall be subject to the terms and
conditions of the Companys 2002 Equity Incentive Plan. The
option vests over a four-year period. On the first anniversary of the Vesting Commencement Date,
the option shall be vested as to twenty-five percent (25%) of the shares covered by the option. The
remaining Shares subject to the option shall then vest on a monthly basis commencing one year after
the Vesting Commencement Date in increments of 1/36 of the remaining shares subject to the option.
You will also be granted under the Plan, as of the date you commence employment with the Company,
restricted stock units (RSUs) which represent the right to receive 38,432 shares of Company stock
upon vesting. The RSUs shall vest in four equal installments on January 1 of each of 2006, 2007,
2008 and 2009.
Your agreement to accept this offer is contingent upon your ability to show proof of your legal
right to work for the Company in the United States.
You should be aware that your employment with the Company is for no specified period and
constitutes at will employment. As a result, you are free to resign at any time, for any reason or
for no reason. Similarly, the Company is free to conclude its employment relationship with you at
any time, with or without cause. The Compensation Committee of the Board of Directors has decided
to implement a change of control arrangement for the Executive Officers of the Company. As
President, you will be entitled to receive the benefits of this change of control arrangement,
which will be finalized on or about December 8, 2004.
I have enclosed our standard Agreement Regarding Employment, Confidential Information,
Invention Assignment, and Arbitration as a condition of your employment. We will not be able to
commence your employment until we have received a signed copy of this document. If you accept this
offer, please return a signed copy to me. That Agreement requires, among other things, that in the
event of any dispute or claim relating to or arising out of our employment relationship, you and
the Company agree that all such disputes shall be fully and finally resolved by final and binding
arbitration conducted by the American Arbitration Association in Alameda County, California.
However, the parties shall continue to have the right to seek judicial relief in the form of
injunctive and/or equitable relief, including but not limited to relief for threatened or actual
misappropriation of trade secrets or other unfair competition.
Additionally, you will be required to comply at all times with the Companys various rules,
policies and procedures, including those set forth in our Employee Handbook, our Statement of
Corporate Code of Business Conduct (Corporate Code), and our Statement of Policy regarding
Insider Trading (Insider Trading Policy). Copies of these three documents, and all our policies
and procedures will be available in hard copy and on Zunou - our internal intranet site. Within 30
days of the commencement of your employment, you will be required to provide the Company with
signed acknowledgements relating to the Employee Handbook, the Corporate Code and the Insider
Trading Policy. You should understand that, while referenced in this offer letter, the Company
rules, policies and procedures are not incorporated by reference into this offer letter, and they
can be changed, replaced or withdrawn at any time at the discretion of the Company.
To indicate your acceptance of the Companys offer, please sign and date this letter in the
space provided below and return it to me. A duplicate original is enclosed for your records. This
offer, if not accepted, will expire ten (10) days from the offer date. This letter, along with the
agreement relating to proprietary rights between you and the Company, set forth the terms of your
employment with the Company and supersede any prior
Employment Offer Letter
Joseph R. Bronson
November 17, 2004
Page 3
representations or agreements, whether written or oral. This letter may not be modified or amended
except by a written agreement, signed by an officer of the Company and by you.
Joe, we look forward to your favorable reply and to a productive, fun and exciting working
relationship.
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Sincerely, |
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FormFactor, Inc. |
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/s/ IGOR Y. KHANDROS |
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Igor Khandros |
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CEO |
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FormFactor, Inc |
ACCEPTED AND AGREED TO this 17th day of November, 2004
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/s/ JOSEPH R. BRONSON |
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Joseph R. Bronson |
exv10w50
Exhibit 10.50
[Letterhead of FormFactor, Inc.]
January 27, 2005
Ronald C. Foster
1530 Hillview Drive
Los Altos, CA 94024
Dear Ron,
We welcome the opportunity to offer you a salaried, exempt position with FormFactor, Inc. (the
Company) as Senior Vice President and Chief Financial Officer. We look forward to having you
join us at this exciting time for the Company. We are very impressed with your background,
demonstrated abilities, and fundamental understanding of the challenges involved in a fast paced,
growing company, and look forward to your participation in meeting the opportunities ahead.
In your capacity as Chief Financial Officer, you will report to both members of the Office of
the Chief Executive Officer (Igor Khandros, CEO and Joe Bronson, President) and will receive an
annual salary of $275,000, which will be paid bi-weekly in accordance with, and subject to, the
Companys normal payroll procedures. You will also be eligible to participate in the annual Key
Management Bonus Plan at a target rate of 70% of your earned annual salary. This bonus is
conditioned upon the companys performance and your individual achievement of objectives, and will
be prorated based upon your start date through the end of the bonus period
The Company will pay you a $50,000 bonus, which you will receive as a separate check included
with your first paycheck. This number is a gross dollar figure. Please be aware you will be
responsible for all personal income taxes related to this sign-on bonus. We advise that you consult
your tax consultant on this matter.
As long as you remain a regular full-time employee of the Company, you are eligible to receive
certain employee benefits that are offered to our regular full-time employees, which may from time
to time change at the Companys discretion. These currently include:
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Medical, Dental and Vision Insurance Benefits |
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Short-Term and Long-Term Disability Insurance Coverage |
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Group Life Insurance |
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Paid Time-Off |
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401k Plan with Company Match |
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401k Variable Contribution Plan |
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Section 125 Flex Spending Plan |
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Employee Assistance Program |
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Employee Stock Purchase Plan |
Coverage for the above-mentioned medical, dental, vision, disability and life insurance
benefits begin on your date of hire. Dependent coverage is also available through this plan.
Employee and dependent contributions to the plan are outlined in our employee benefits guide
(Benefactor).
You will be entitled to fifteen days (15) of paid time-off annually. Paid time-off will
accrue at the rate of 4.62 hours per pay period starting from your first day of employment. Paid
time-off may be used for vacation or sick leave.
Employment Offer Letter
Ronald C. Foster
January 27, 2005
Page 2 of 3
Following your employment commencement date, you will be granted a stock option, entitling you
to purchase 110,000 shares of common stock of the Company. The exercise price of your option will
be set at the fair market value of the Companys common stock as determined by the closing price on
the Nasdaq National Market on the date of grant, which will be your date of hire. The Vesting
Commencement Date will also be your date of hire. The option shall be subject to the terms and
conditions of the Companys 2002 Equity Incentive Plan. The option vests over a four-year period.
On the first anniversary of the Vesting Commencement Date, the option shall be vested as to
twenty-five percent (25%) of the shares covered by the option. The remaining Shares subject to the
option shall then vest on a monthly basis commencing one year after the Vesting Commencement Date
in increments of 1/36 of the remaining shares subject to the option.
Your agreement to accept this offer is contingent upon your ability to show proof of your
legal right to work for the Company in the United States.
You should be aware that your employment with the Company is for no specified period and
constitutes at will employment. As a result, you are free to resign at any time, for any reason or
for no reason. Similarly, the Company is free to conclude its employment relationship with you at
any time, with or without cause. The Compensation Committee of the Board of Directors has decided
to implement a change of control arrangement for the Executive Officers of the Company. As Chief
Financial Officer, you will be entitled to receive the benefits of this change of control
arrangement.
I have enclosed our standard Agreement Regarding Employment, Confidential Information,
Invention Assignment, and Arbitration as a condition of your employment. We will not be able to
commence your employment until we have received a signed copy of this document. If you accept this
offer, please return a signed copy to me. That Agreement requires, among other things, that in the
event of any dispute or claim relating to or arising out of our employment relationship, you and
the Company agree that all such disputes shall be fully and finally resolved by final and binding
arbitration conducted by the American Arbitration Association in Alameda County, California.
However, the parties shall continue to have the right to seek judicial relief in the form of
injunctive and/or equitable relief, including but not limited to relief for threatened or actual
misappropriation of trade secrets or other unfair competition.
Additionally, you will be required to comply at all times with the Companys various rules,
policies and procedures, including those set forth in our Employee Handbook, our Statement of
Corporate Code of Business Conduct (Corporate Code), and our Statement of Policy regarding
Insider Trading (Insider Trading Policy). Copies of these three documents, and all our policies
and procedures will be available in hard copy and on Zunou - our internal intranet site. Within 30
days of the commencement of your employment, you will be required to provide the Company with
signed acknowledgements relating to the Employee Handbook, the Corporate Code and the Insider
Trading Policy. You should understand that, while referenced in this offer letter, the Company
rules, policies and procedures are not incorporated by reference into this offer letter, and they
can be changed, replaced or withdrawn at any time at the discretion of the Company.
To indicate your acceptance of the Companys offer, please sign and date this letter in the
space provided below and return it to me. A duplicate original is enclosed for your records. This
offer, if not accepted, will expire ten (10) days from the offer date. This letter, along with the
agreement relating to proprietary rights between you and the Company, set forth the terms of your
employment with the Company and supersede any prior representations or agreements, whether written
or oral. This letter may not be modified or amended except by a written agreement, signed by an
officer of the Company and by you.
Employment Offer Letter
Ronald C. Foster
January 27, 2005
Page 3 of 3
Ron, we look forward to your favorable reply and to a productive, fun and exciting work
relationship. To confirm your acceptance of this offer, please sign and date one copy of this
letter and return to me. The other copy is for you to retain for your records. This offer, if not
accepted, will expire ten (10) days from the offer date. Please call me if you have any questions.
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Sincerely, |
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/s/ HANK FEIR |
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Hank Feir |
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Vice President, Human Resources |
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FormFactor, Inc |
ACCEPTED AND AGREED TO this 7th day of February, 2005
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/s/ RONALD C. FOSTER |
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Ronald C. Foster |
exv23w01
Exhibit 23.01
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8
(No.s 333-106043 and 333-115137) of FormFactor, Inc. of our report dated March 11, 2005
relating to the financial statements, financial statement schedule, managements assessment of
the effectiveness of internal control over financial reporting and the effectiveness of internal
control over financial reporting, which appears in this Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
San Jose, California
March 11, 2005
exv31w01
Exhibit 31.01
Certification of Chief Executive Officer Pursuant to 15 U.S.C. § 7241
I, Dr. Igor Y. Khandros, certify that:
1. |
I have reviewed this annual report on Form 10-K of FormFactor, Inc.; |
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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; |
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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; |
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The registrants 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: |
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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; |
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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; |
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c) |
evaluated the effectiveness of the registrants 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 |
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disclosed in this report any change in the registrants internal control
over financial reporting that occurred during the registrants most recent fiscal
quarter that has materially affected, or is reasonably likely to materially affect,
the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions): |
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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 registrants ability to record, process, summarize and report financial
information; and |
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b) |
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial
reporting. |
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Dated:
March 11, 2005
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By:
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/s/ Dr. Igor Y. Khandros |
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Dr. Igor Y. Khandros |
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Chief Executive Officer |
exv31w02
Exhibit 31.02
Certification of Chief Financial Officer Pursuant to 15 U.S.C. § 7241
I, Jens Meyerhoff, certify that:
1. |
I have reviewed this annual report on Form 10-K of FormFactor, Inc.; |
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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; |
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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; |
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The registrants 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: |
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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; |
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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; |
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c) |
evaluated the effectiveness of the registrants 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 |
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disclosed in this report any change in the registrants internal control
over financial reporting that occurred during the registrants most recent fiscal
quarter that has materially affected, or is reasonably likely to materially affect,
the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions): |
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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 registrants ability to record, process, summarize and report financial
information; and |
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any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial
reporting. |
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Dated:
March 11, 2005
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By:
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/s/ Jens Meyerhoff |
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Jens Meyerhoff |
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Chief Financial Officer |
exv32w01
Exhibit 32.01
Certification Pursuant to 18 U.S.C. § 1350
The certification set forth below is being submitted in connection with this annual report on
Form 10-K of FormFactor, Inc. (the Annual Report) for the purpose of complying with Rule
13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the Exchange Act) and Section
1350 of Chapter 63 of Title 18 of the United States Code.
Dr. Igor Y. Khandros, the Chief Executive Officer and Jens Meyerhoff, the Chief Financial
Officer of FormFactor, Inc., each certifies that, to the best of their knowledge:
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the Annual Report fully complies with the requirements of Section 13(a) or 15(d) of
the Exchange Act; and |
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2. |
the information contained in the Annual Report fairly presents, in all material
respects, the financial condition and results of operations of FormFactor, Inc. |
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/s/ DR. IGOR Y. KHANDROS |
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Name: Dr. Igor Y. Khandros |
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Chief Executive Officer |
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/s/ JENS MEYERHOFF |
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Name: Jens Meyerhoff |
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Chief Financial Officer |