SEC Filing | FormFactor, Inc.

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form-20200328

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 28, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-50307

FormFactor, Inc.

(Exact name of registrant as specified in its charter)


Delaware						13-3711155
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

7005 Southfront Road, Livermore, California 94551

(Address of principal executive offices, including zip code)

(925) 290-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value

FORM

Nasdaq Global Market

______________________________________

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 ☒ No ☐

Indicate by check mark whether the registrant submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of the Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 4, 2020, 76,161,842 shares of the registrant’s common stock, par value $0.001 per share, were outstanding.

FORMFACTOR, INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 28, 2020

INDEX


Part I.	Financial Information

Item 1.	Financial Statements (Unaudited):

	Condensed Consolidated Balance Sheets as of March 28, 20 20 and December 2 8 , 201 9	3

	Condensed Consolidated Statements of Income for the three months ended March 28, 20 20 and March 30 , 201 9	4

	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 28, 20 20 and March 30 , 201 9	5

	Condensed Consolidated Statement of Stockholders' Equity for the three months ended March 28, 20 20 and March 30 , 201 9	6

	Condensed Consolidated Statements of Cash Flows for the three months ended March 28, 20 20 and March 30 , 201 9	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	30

Part II.	Other Information	30



Item 1A.	Risk Factors	30









Item 6.	Exhibits	32

Signatures		33

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

FORMFACTOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)


	March 28, 2020		December 28, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	169,607	$	144,545
Marketable securities	69,759		76,327
Accounts receivable, net of allowance for doubtful accounts of $222 and $222	90,100		97,868
Inventories, net	78,983		83,258
Restricted cash	2,107		1,981

Prepaid expenses and other current assets	15,699		15,064
Total current assets	426,255		419,043
Restricted cash	1,361		1,411
Operating lease, right-of-use-assets	36,212		31,420
Property, plant and equipment, net of accumulated depreciation of $277,017 and $273,001	63,745		58,747
Goodwill	200,378		199,196
Intangibles, net	50,139		57,610
Deferred tax assets	70,273		71,252
Other assets	1,016		1,203
Total assets	$	849,379	$	839,882

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	40,139	$	40,914
Accrued liabilities	29,175		36,439
Current portion of term loans, net of unamortized issuance costs	31,535		42,846

Deferred revenue	9,830		9,810
Operating lease liabilities	6,815		6,551
Total current liabilities	117,494		136,560
Term loan, less current portion, net of unamortized issuance costs	13,642		15,639

Deferred tax liabilities	6,095		6,986
Long-term operating lease liabilities	34,028		29,088
Other liabilities	11,703		10,612
Total liabilities	182,962		198,885

Stockholders’ equity:
Preferred stock, $0.001 par value:
10,000,000 shares authorized; no shares issued and outstanding	—		—
Common stock, $0.001 par value:
250,000,000 shares authorized; 76,158,251 and 75,764,990 shares issued and outstanding	77		76
Additional paid-in capital	895,600		885,821
Accumulated other comprehensive loss	(909)		(659)
Accumulated deficit	(228,351)		(244,241)
Total stockholders’ equity	666,417		640,997
Total liabilities and stockholders’ equity	$	849,379	$	839,882

The accompanying notes are an integral part of these condensed consolidated financial statements.

FORMFACTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended
	March 28, 2020		March 30, 2019
Revenues	$	160,753	$	132,213
Cost of revenues	93,363		79,692
Gross profit	67,390		52,521
Operating expenses:
Research and development	21,267		19,723
Selling, general and administrative	27,693		25,184
Total operating expenses	48,960		44,907
Operating income	18,430		7,614
Interest income	685		580
Interest expense	(318)		(595)
Other expense, net	(91)		(84)
Income before income taxes	18,706		7,515
Provision for income taxes	2,816		2,032
Net income	$	15,890	$	5,483
Net income per share:
Basic	$	0.21	$	0.07
Diluted	$	0.20	$	0.07
Weighted-average number of shares used in per share calculations:
Basic	76,005		74,362
Diluted	78,510		76,009

The accompanying notes are an integral part of these condensed consolidated financial statements.

FORMFACTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended
	March 28, 2020		March 30, 2019
Net income	$	15,890	$	5,483
Other comprehensive loss, net of tax:
Translation adjustments and other	(399)		(917)
Unrealized gains (losses) on available-for-sale marketable securities	(27)		151
Unrealized gains (losses) on derivative instruments	176		(613)
Other comprehensive loss, net of tax	(250)		(1,379)
Comprehensive income	$	15,640	$	4,104

The accompanying notes are an integral part of these condensed consolidated financial statements.

FORMFACTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands, except shares)

(Unaudited)


	Shares	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
	Three Months Ended March 28, 2020
Balances, December 28, 2019	75,764,990	$	76	$	885,821	$	(659)	$	(244,241)	$	640,997
Issuance of common stock under the Employee Stock Purchase Plan	311,591	—		4,066		—		—		4,066
Issuance of common stock pursuant to exercise of options	55,769	1		446		—		—		447
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax	25,901	—		(385)		—		—		(385)

Stock-based compensation	—	—		5,652		—		—		5,652
Other comprehensive loss	—	—		—		(250)		—		(250)
Net income	—	—		—		—		15,890		15,890
Balances, March 28, 2020	76,158,251	$	77	$	895,600	$	(909)	$	(228,351)	$	666,417


	Shares	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
	Three Months Ended March 30, 2019
Balances, December 29, 2018	74,139,712	$	74	$	862,897	$	780	$	(283,587)	$	580,164
Issuance of common stock under the Employee Stock Purchase Plan	301,497	—		3,670		—		—		3,670
Issuance of common stock pursuant to exercise of options for cash	19,207	—		90		—		—		90
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax	28,082	—		(302)		—		—		(302)

Stock-based compensation	—	—		5,262		—		—		5,262

Other comprehensive loss	—	—		—		(1,379)		—		(1,379)
Net income	—	—		—		—		5,483		5,483
Balances, March 30, 2019	74,488,498	$	74	$	871,617	$	(599)	$	(278,104)	$	592,988

The accompanying notes are an integral part of these condensed consolidated financial statements.

FORMFACTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended
	March 28, 2020		March 30, 2019
Cash flows from operating activities:
Net income	$	15,890	$	5,483
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	4,561		3,947
Amortization	7,263		7,090
Accretion of discount on investments	(28)		(71)
Reduction in the carrying amount of right-of-use assets	1,511		1,277
Stock-based compensation expense	5,623		5,295
Amortization of debt issuance costs	19		51
Deferred income tax benefit	(198)		—
Provision for excess and obsolete inventories	3,287		2,725
Loss on disposal of long-lived assets	204		118

Loss on derivative instruments	676		59
Foreign currency transaction (losses) gains	(266)		121
Changes in assets and liabilities:
Accounts receivable	7,803		13,805
Inventories	928		(8,658)
Prepaid expenses and other current assets	(240)		2,167

Other assets	194		(564)
Accounts payable	763		(7,148)
Accrued liabilities	(6,970)		(6,275)

Other liabilities	33		32
Deferred revenues	(123)		1,931
Operating lease liabilities	(1,591)		(1,690)

Net cash provided by operating activities	39,339		20,638
Cash flows from investing activities:
Acquisition of property, plant and equipment	(12,050)		(6,028)
Proceeds from sale of a subsidiary	40		28

Purchases of marketable securities	(16,441)		(12,382)
Proceeds from maturities and sales of marketable securities	23,009		9,050

Net cash used in investing activities	(5,442)		(9,332)
Cash flows from financing activities:
Proceeds from issuances of common stock	4,513		3,870

Tax withholdings related to net share settlements of equity awards	(385)		(302)

Principal repayments on term loans	(13,199)		(7,500)

Net cash used in financing activities	(9,071)		(3,932)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	312		(207)
Net increase in cash, cash equivalents and restricted cash	25,138		7,167
Cash, cash equivalents and restricted cash, beginning of period	147,937		100,546
Cash, cash equivalents and restricted cash, end of period	$	173,075	$	107,713
Non-cash investing and financing activities:



Change in accounts payable and accrued liabilities related to property, plant and equipment purchases	$	2,116	$	(1,253)
Operating lease, right-of-use assets obtained in exchange for lease obligations	6,307		35,713
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net	$	2,419	$	1,082
Cash paid for interest	291		302

The accompanying notes are an integral part of these condensed consolidated financial statements.

FORMFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Basis of Presentation and New Accounting Pronouncements

Basis of Presentation

The accompanying condensed consolidated financial information of FormFactor, Inc. is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of December 28, 2019 is derived from our 2019 Annual Report on Form 10-K. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2019 Annual Report on Form 10-K filed with the SEC on February 21, 2020. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

Fiscal Year

We operate on a 52/53 week fiscal year, whereby the fiscal year ends on the last Saturday of December. Fiscal 2020 and 2019 each contain 52 weeks and the three months ended March 28, 2020 and March 30, 2019 each contained 13 weeks. Fiscal 2020 will end on December 26, 2020.

Critical Accounting Policies

Our critical accounting policies have not changed during the three months ended March 28, 2020 from those disclosed in our Annual Report on Form 10-K for the year ended December 28, 2019.

New Accounting Pronouncements

ASU 2016-13

In June 2016, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, "Measurement of Credit Losses on Financial Instruments (Topic 326)." The provisions of this standard require financial assets measured at amortized cost to be presented at the net amount expected to be collected. An allowance account would be established to present the net carrying value at the amount expected to be collected. ASU 2016-13 also provides that credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. The guidance was amended through various ASU's subsequent to ASU 2016-13, all of which was effective for us beginning fiscal 2020. We adopted ASU 2016-13 on a prospective basis on December 29, 2019, the first day of fiscal 2020. The adoption did not have a material effect on our financial position, results of operations or cash flows.

ASU 2018-15

In August 2018, the FASB issued ASU 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." The new guidance clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018-15 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2019. We adopted ASU 2018-15 on a prospective basis on December 29, 2019, the first day of fiscal 2020. The adoption did not have a material effect on our financial position, results of operations or cash flows.

ASU 2019-12

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740),” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. We have not yet determined the impact of this standard on our financial position, results of operations or cash flows.

Note 2 — Concentration of Credit and Other Risks

Each of the following customers accounted for 10% or more of our revenues for the periods indicated:


	Three Months Ended
	March 28, 2020		March 30, 2019
Intel Corporation	36.2	%	21.3	%


Samsung Electronics., LTD.	*		13.8

	36.2	%	35.1	%

*Represents less than 10% of total revenues.

At March 28, 2020, two customers accounted for 27.7% and 15.3% of gross accounts receivable, respectively. At December 28, 2019, three customers accounted for 25.7%, 15.1% and 11.5% of gross accounts receivable, respectively.

Note 3 — Inventories, net

Inventories are stated at the lower of cost (principally standard cost, which approximates actual cost on a first in, first out basis) or net realizable value.

Inventories, net, consisted of the following (in thousands):


	March 28, 2020		December 28, 2019
Raw materials	$	36,468	$	38,528
Work-in-progress	27,927		29,720
Finished goods	14,588		15,010
	$	78,983	$	83,258

Note 4 — Acquisition

On October 9, 2019, we acquired 100% of the shares of FRT GmbH ("FRT"), a German-based company, for total consideration of $26.9 million, net of cash acquired of $1.7 million. The fair value of the purchase consideration was comprised of a $22.2 million cash payment and $6.5 million of contingent consideration.

We estimated the acquisition price and the allocation of fair value to assets acquired and liabilities assumed as of the acquisition date, October 9, 2019. We subsequently made certain immaterial adjustments to the acquisition price allocation related to acquired assets and assumed liabilities, including to intangibles assets. Our purchase accounting remains open at March 28, 2020, subject to finalization of the fair value of certain acquired assets and liabilities. The estimated fair value of assets acquired, including goodwill and intangibles, and liabilities assumed is as follows (in thousands):


	Amount
Cash and cash equivalents	$	1,683
Accounts receivable	3,057
Inventory	2,643
Property, plant and equipment	696
Operating lease, right of use assets	335
Prepaid expenses and other current assets	838
Tangible assets acquired	9,252
Customer deposits	(2,093)
Accounts payable and accrued liabilities	(1,179)
Operating lease liabilities	(335)
Deferred tax liabilities	(5,843)
Total tangible assets acquired and liabilities assumed	(198)
Intangible assets	17,429
Goodwill	11,392
Net Assets Acquired	$	28,623

The intangible assets as of the closing date of the acquisition included (in thousands):


	Amount		Weighted Average Useful Life (in years)
Developed technologies	$	12,505	8.0
Customer relationships	3,071		6.0
Backlog	1,645		0.5
Trade names	208		2.0
Total intangible assets	$	17,429	7.0

Indications of fair value of the intangible assets acquired in connection with the acquisition were determined using either the income, market or replacement cost methodologies. The intangible assets are being amortized over periods which reflect the pattern in which economic benefits of the assets are expected to be realized.

The contingent consideration is a cash amount equal to 1.5x Earnings Before Interest and Tax ("EBIT") as defined in the purchase agreement, from a minimum of zero up to a maximum of €10.3 million, payable subject to the performance of the acquired business in calendar 2020. We estimated the fair value of contingent consideration using a probability weighted approach. Key assumptions in determining the fair value of contingent consideration include estimating the probability of achieving certain EBIT levels and discounting at an appropriate discount rate.

This acquisition strengthens our leadership in test and measurement by expanding our addressable market into 3D hybrid surface metrology and extending the optical applications scope of our existing Systems segment.

Separate from the purchase agreement, on October 25, 2019, we entered into a term loan agreement with a lender for an aggregate amount of $23.4 million to finance the acquisition. The term loan agreement has not changed during the three months ended March 28, 2020 from that disclosed in our Annual Report on Form 10-K for the year ended December 28, 2019.

Identifiable Intangible Assets

Valuation of intangible assets involves multiple assumptions. The key assumptions are described below.

Developed technologies acquired primarily consists of existing technology related to hybrid 3D surface metrology measurement equipment. We valued the developed technologies using the multi-period excess earnings method under the income approach. Using this approach, the estimated fair values were calculated using expected future cash flows from specific products discounted to their net present values at an appropriate risk-adjusted rate of return.

Customer relationships represent the fair value of future projected revenues that will be derived from the sale of products to FRT's existing customers. We valued customer relationships using the incremental cash flow method. This method estimates value based on the incremental cash flow afforded by having the customers relationships in place on the acquisition date versus having no relationships in place and needing to replicate or replace those relationships. The incremental cash flows are then discounted to a present value to arrive at an estimate of fair value for this asset class.

Backlog represents business under existing contractual obligations. Expected cash flow from backlog was valued on a direct cash flow basis.

The identified trade names intangibles relate to the estimated fair value of future cash flows related to the FRT brand. We valued trade names by applying the relief-from-royalty method under the income approach. This method is based on the application of a royalty rate to forecasted revenue under the trade name.

Goodwill

The excess of purchase price over the fair value assigned to the assets acquired and liabilities assumed represents the amount of goodwill resulting from the acquisition. We believe the factors that contributed to goodwill include synergies that are specific to our consolidated business, such as cost savings and operational efficiencies, and the acquisition of a talented workforce that expands our expertise in business development and commercializing semiconductor test products, none of which qualify for recognition as a separate intangible asset. We do not expect any portion of this goodwill to be deductible for tax purposes. The goodwill attributable to the acquisition was recorded as a non-current asset and is not amortized, but is subject to an annual review for impairment.

The goodwill arising from the acquisition was allocated to the FRT reporting unit within the Systems reportable segment.

We have not presented unaudited combined pro forma financial information as the FRT acquisition was not significant to our consolidated results of operations and financial position.

Note 5 — Goodwill and Intangible Assets

Goodwill by reportable segment was as follows (in thousands):


	Probe Cards		Systems		Total
Goodwill, gross, as of December 29, 2018	$	172,482	$	16,732	$	189,214
Addition - FRT GmbH Acquisition	—		10,148		10,148
Foreign currency translation	—		(166)		(166)
Goodwill, gross, as of December 28, 2019	172,482		26,714		199,196
Addition - FRT GmbH Acquisition	—		1,264		1,264
Foreign currency translation	—		(82)		(82)
Goodwill, gross, as of March 28, 2020	$	172,482	$	27,896	$	200,378

No goodwill impairments have been recorded as of March 28, 2020 and December 28, 2019.

Intangible assets were as follows (in thousands):


	March 28, 2020										December 28, 2019
Intangible Assets	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Developed technologies	$	155,792	$	121,091	$	34,701	$	154,951	$	116,138	$	38,813
Trade names	7,809		7,046		763		7,816		6,976		840
Customer relationships	43,170		28,495		14,675		44,229		27,057		17,172
Backlog	1,670		1,670		—		1,676		891		785
	$	208,441	$	158,302	$	50,139	$	208,672	$	151,062	$	57,610

Amortization expense was included in our Condensed Consolidated Statements of Income as follows (in thousands):


	Three Months Ended
	March 28, 2020		March 30, 2019
Cost of revenues	$	5,750	$	4,719
Selling, general and administrative	1,513		2,371
	$	7,263	$	7,090

The estimated future amortization of intangible assets is as follows (in thousands):


Fiscal Year	Amount
Remainder of 2020	$	19,021
2021	14,767
2022	5,585
2023	3,846
2024	2,107
Thereafter	4,813
	$	50,139

Note 6 — Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):


	March 28, 2020		December 28, 2019
Accrued compensation and benefits	$	18,435	$	21,329
Accrued income and other taxes	4,519		6,846
Accrued warranty	1,918		1,942
Accrued employee stock purchase plan contributions withheld	1,585		3,331
Other accrued expenses	2,718		2,991
	$	29,175	$	36,439

Note 7 — Fair Value and Derivative Instruments

Whenever possible, the fair values of our financial assets and liabilities are determined using quoted market prices of identical securities or quoted market prices of similar securities from active markets. The three levels of inputs that may be used to measure fair value are as follows:

•Level 1 valuations are obtained from real-time quotes for transactions in active exchange markets involving identical securities;

•Level 2 valuations utilize significant observable inputs, such as quoted prices for similar assets or liabilities, quoted prices near the reporting date in markets that are less active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

•Level 3 valuations utilize unobservable inputs to the valuation methodology and include our own data about assumptions market participants would use in pricing the asset or liability based on the best information available under the circumstances.

We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the three months ended March 28, 2020 or the year ended December 28, 2019.

The carrying values of Cash, Accounts receivable, net, Restricted cash, Prepaid expenses and other current assets, Accounts payable, Accrued liabilities, and Current portion of term loans, net of unamortized issuance costs approximate fair value due to their short maturities.

No changes were made to our valuation techniques during the first three months of fiscal 2020.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):


March 28, 2020	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	74,992	$	—	$	—	$	74,992



Marketable securities:
U.S. treasuries	30,873		—		—		30,873
Certificates of deposit	—		3,841		—		3,841
U.S. agency securities	—		3,751		—		3,751
Corporate bonds	—		28,657		—		28,657
Commercial paper	—		2,637		—		2,637
	30,873		38,886		—		69,759
Foreign exchange derivative contracts	—		4		—		4

Total assets	$