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FormFactor 10-Q 2005

Documents found in this filing:

  1. 10-Q
  2. Ex-31.01
  3. Ex-31.02
  4. Ex-32.01
  5. Ex-32.01
e10vq
Table of Contents

 
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)

       
 
R
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
       
 
  For the quarterly period ended March 26, 2005

or

       
 
£
  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) 294-4300
(Registrant’s telephone number, including area code)


     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 R     No £

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes R     No £

     The number of shares of the registrant’s common stock, par value $0.001, outstanding as of April 23, 2005 was 39,197,061 shares.

 
 

 


Table of Contents

FORMFACTOR, INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 26, 2005

INDEX

             
        Page
  Financial Information        
  Unaudited Condensed Consolidated Financial Statements     3  
  Unaudited Condensed Consolidated Income Statements for the three months ended March 26, 2005 and March 27, 2004     3  
  Unaudited Condensed Consolidated Balance Sheets as of March 26, 2005 and December 25, 2004     4  
  Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 26, 2005 and March 27, 2004     5  
  Notes to Unaudited Condensed Consolidated Financial Statements     6  
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     9  
  Quantitative and Qualitative Disclosures About Market Risk     28  
  Controls and Procedures     28  
  Other Information     29  
  Legal Proceedings     29  
  Changes in Securities and Use of Proceeds     30  
  Defaults Upon Senior Securities     30  
  Submission of Matters to a Vote of Security Holders     30  
  Other Information     30  
  Exhibits     30  
        31  
        32  
 EXHIBIT 31.01
 EXHIBIT 31.02
 EXHIBIT 32.01

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PART I. FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

FORMFACTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)
(Unaudited)
                 
    Three Months Ended  
    March 26, 2005     March 27, 2004  
Revenues
  $ 50,965     $ 37,118  
Cost of revenues
    28,691       18,026  
Stock-based compensation
    144       155  
 
           
Gross margin
    22,130       18,937  
 
           
Operating expenses:
               
Research and development(1)
    5,668       4,349  
Selling, general and administrative(1)
    9,196       5,874  
Stock-based compensation
    610       552  
 
           
Total operating expenses
    15,474       10,775  
 
           
Operating income
    6,656       8,162  
Interest income
    816       533  
Other income (expense), net
    87       (395 )
 
           
 
    903       138  
Income before income taxes
    7,559       8,300  
Provision for income taxes
    2,648       3,197  
 
           
Net income
  $ 4,911     $ 5,103  
 
           
Net income per share:
               
Basic
  $ 0.13     $ 0.14  
 
           
Diluted
  $ 0.12     $ 0.13  
 
           
Weighted-average number of shares used in per share calculations:
               
Basic
    39,018       37,083  
 
           
Diluted
    41,197       40,231  
 
           


                 
(1) Amounts exclude stock-based compensation expense, as follows:
               
Research and development
    211       164  
Selling, general and administrative
    399       388  
 
           
Total
  $ 610     $ 552  
 
           

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

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FORMFACTOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)
(Unaudited)
                 
    March 26,     December 25,  
    2005     2004  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 23,001     $ 34,836  
Marketable securities
    166,474       156,647  
Accounts receivable, net of allowance for doubtful accounts of $41 in 2005 and 2004
    28,842       25,054  
Inventories
    10,354       11,232  
Deferred tax assets
    7,587       7,587  
Prepaid expenses and other current assets
    6,295       4,760  
 
           
Total current assets
    242,553       240,116  
Restricted cash
    2,250       2,250  
Property and equipment, net
    63,708       59,356  
Deferred tax assets
    570       570  
Other assets
    684       274  
 
           
Total assets
  $ 309,765     $ 302,566  
 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 14,683     $ 17,556  
Accrued liabilities
    15,132       14,685  
Deferred revenue and customer advances
    2,662       2,770  
 
           
Total current liabilities
    32,477       35,011  
Deferred revenue and customer advances
    135       195  
Deferred rent
    2,423       2,185  
 
           
Total liabilities
    35,035       37,391  
 
           
Stockholders’ equity:
               
Common stock, $0.001 par value
    39       39  
Additional paid-in capital
    253,195       249,149  
Deferred stock-based compensation
    (4,928 )     (5,413 )
Accumulated other comprehensive loss
    (617 )     (730 )
Retained earnings
    27,041       22,130  
 
           
Total stockholders’ equity
    274,730       265,175  
 
           
Total liabilities and stockholders’ equity
  $ 309,765     $ 302,566  
 
           

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

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FORMFACTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)
                 
    Three Months Ended  
    March 26, 2005     March 27, 2004  
Cash flows from operating activities:
               
Net income
  $ 4,911     $ 5,103  
Adjustments to reconcile net income to net cash used in operating activities:
               
Depreciation and amortization
    3,401       1,380  
Stock-based compensation expense
    754       707  
Deferred tax provision
          52  
Tax benefit from employee stock option plans
    683       2,524  
Provision for excess and obsolete inventories
    2,792       656  
Changes in assets and liabilities:
               
Accounts receivable
    (3,788 )     (6,678 )
Inventories
    (1,914 )     (1,376 )
Prepaid expenses and other current assets
    (1,649 )     (3 )
Accounts payable
    (5,483 )     (1,951 )
Accrued liabilities
    (1,718 )     (1,366 )
Deferred rent
    237        
Deferred revenues and customer advances
    (168 )     213  
 
           
Net cash used in operating activities
    (1,942 )     (739 )
 
           
Cash flows from investing activities:
               
Acquisition of property and equipment
    (2,578 )     (1,560 )
Purchase of marketable securities
    (21,242 )     (11,260 )
Proceeds from maturities of marketable securities
    11,166       11,597  
Acquisition of intangible asset
    (400 )      
 
           
Net cash used in investing activities
    (13,054 )     (1,223 )
 
           
Cash flows from financing activities:
               
Proceeds from issuance of common stock
    3,085       4,013  
Repayment of notes receivable from stockholders
          661  
 
           
Net cash provided by financing activities
    3,085       4,674  
 
           
Effect of exchange rate changes on cash and cash equivalents
    76       15  
Net increase (decrease) in cash and cash equivalents
    (11,835 )     2,727  
Cash and cash equivalents, beginning of the period
    34,836       12,855  
 
           
Cash and cash equivalents, end of the period
  $ 23,001     $ 15,582  
 
           
Supplemental disclosure of significant non-cash investing activities:
               
Purchases of property and equipment through accounts payable and accrued liabilities
  $ 4,798     $ 6,700  

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

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FORMFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Three Months Ended March 27, 2004

Note 1 — Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements of FormFactor, Inc. and its subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, the interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Operating results for the three months ended March 26, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005, or for any other period. The balance sheet at December 25, 2004 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These financial statements and notes should be read with the financial statements and notes thereto for the year ended December 25, 2004 included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission.

Note 2 — Significant Accounting Policies

     The Company’s significant accounting policies are disclosed in the Company’s annual report on Form 10-K for the year ended December 25, 2004 filed with the Securities and Exchange Commission. The Company’s significant accounting policies have not materially changed during the three months ended March 26, 2005.

Note 3 — Inventories

     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. Provisions for potentially excess and obsolete inventory are made based on inventory levels and future sales forecasts.

     Inventories consisted of the following (in thousands):

                 
    March 26,     December 25,  
    2005     2004  
Raw materials
  $ 4,372     $ 4,586  
Work-in-progress
    5,678       6,174  
Finished goods
    304       472  
 
           
 
  $ 10,354     $ 11,232  
 
           

Note 4 — Warranty

     The Company offers warranties on certain products and records a liability for the estimated future costs associated with customer claims, which is based upon historical experience and the Company’s 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 Company’s warranty liability (included in accrued liabilities) for the three months ended March 26, 2005 follows (in thousands):

                 
    Three Months Ended  
    March 26,     March 27,  
    2005     2004  
Beginning balance
  $ 560     $ 446  
Reserve for warranties issued during the period
    186       196  
Settlements made during the period
    (260 )     (196 )
 
           
Ending balance
  $ 486     $ 446  
 
           

     Management believes that the liability balance at March 26, 2005 is adequate to cover estimated future costs associated with warranty claims.

Note 5 — Stock-Based Compensation

     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 the pro forma information required under SFAS No. 123 (“SFAS No. 123”), “Accounting for Stock-Based Compensation” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” The Company uses the Black-Scholes option pricing model to compute its stock-based compensation expense for pro forma purposes.

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FORMFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) —
(Continued)

     Had compensation cost for the Company’s 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 Company’s net income would have been changed to the pro-forma amounts as follows:

                 
    Three Months Ended  
    March 26,     March 27,  
    2005     2004  
    (In thousands, except  
    per share amounts)  
Net income, as reported
  $ 4,911     $ 5,103  
Add: Stock-based employee compensation expense included in reported net income, net of tax
    613       531  
Deduct: Total stock-based employee compensation expense determined under the minimum and fair value based method for all awards, net of tax
    (2,683 )     (2,317 )
 
           
Pro forma net income
  $ 2,841     $ 3,317  
 
           
Net income per share
               
Basic:
               
As reported
  $ 0.13     $ 0.14  
 
           
Pro forma
  $ 0.07     $ 0.09  
 
           
Diluted:
               
As reported
  $ 0.12     $ 0.13  
 
           
Pro forma
  $ 0.07     $ 0.08  
 
           

     The Company has adopted the disclosure only provisions of SFAS No. 123. Prior to the Company’s 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:

                                 
    Stock Options     ESPP  
    Three Months Ended     Three Months Ended  
    March 26,     March 27,     March 26,     March 27,  
    2005     2004     2005     2004  
Dividend yield
                       
Risk-free interest rate
    3.79 %     2.86 %     2.59 %     0.89 %
Expected life (in years)
    4.5       5.0       0.5       0.5  
Expected volatility
    49 %     67 %     50 %     67 %

     The weighted-average per share grant date fair value of options granted during the three months ended March 26, 2005 and March 27, 2004 was $10.48 and $6.63, respectively. The weighted-average per share estimated fair value of purchase rights granted under the 2002 Employee Stock Purchase Plan was $8.02 and $7.18 for the three months ended March 26, 2005 and March 27, 2004, respectively.

Note 6 — Net Income per Share

     Basic net income per share is computed by dividing net income 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 stock options, warrants, restricted stock, 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:

                 
    Three Months Ended  
    March 26,     March 27,  
    2005     2004  
    (In thousands)  
Numerator:
               
Net income
  $ 4,911     $ 5,103  
 
           
Denominator:
               
Weighted-average common stock outstanding
    39,042       37,232  
Less:
               
Weighted-average shares subject to repurchase
    (24 )     (149 )
 
           
Weighted-average shares used in computing basic net income per share
    39,018       37,083  
Dilutive potential common shares used in computing diluted net income per share
    2,179       3,148  
 
           
Total weighted-average number of shares used in computing diluted net income per share
    41,197       40,231  
 
           

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FORMFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) —
(Continued)

     The following outstanding options to purchase common stock and restricted stock were excluded from the computation of diluted net income per share as they had an antidilutive effect:

                 
    March 26,     March 27,  
    2005     2004  
    (In thousands)  
Stock options to purchase common stock
    900       1,112  
Restricted stock
    38        

Note 7 — Commitments and Contingencies

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 filing this quarterly report, the Company was not involved in any material legal proceedings, other than as set forth below.

     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 the Company. One complaint alleges that Phicom is infringing the Company’s 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 Company’s 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 Company’s 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 the Seoul infringement actions. The Korean Intellectual Property Office has dismissed Phicom’s challenges against all four of the patents-at-issue. 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 Company’s 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 Quarterly Report, Phicom had not yet responded to this complaint.

     The Company could incur material expenses in these litigations.

Indemnification Obligations

     The Company from time to time in the ordinary course of its business enters into contractual arrangements with third parties that include indemnification obligations. Under these contractual arrangements, the Company has agreed to defend, indemnify and hold the third party harmless from and against certain losses. 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 Company’s bylaws contain indemnification obligations in favor of the Company’s directors, officers and agents. It is not possible to determine or reasonably estimate the maximum potential amount of future payments under these indemnification obligations due to the varying terms of such obligations, the history of prior indemnification claims and the unique facts and circumstances involved in each particular contractual arrangement and in each potential future claim for indemnification. The Company has not had any requests for indemnification under these arrangements. The Company has not recorded any liabilities for these indemnification arrangements on the Company’s condensed consolidated balance sheet as of March 26, 2005.

Note 8 — Stockholders’ Equity

Comprehensive Income (Loss)

     Comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains (losses) on marketable securities, the impact of which has been excluded from net income and reflected as a component of equity.

     Components of comprehensive income were as follows:

                 
    Three Months Ended  
    March 26, 2005     March 27, 2004  
    (in thousands)  
Net income
  $ 4,911     $ 5,103  
Change in unrealized gain on marketable securities
    (250 )     92  
Foreign currency translation adjustments
    363       (20 )
 
           
Comprehensive income
  $ 5,024     $ 5,175  
 
           

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FORMFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) —
(Continued)

     Components of accumulated comprehensive income (loss) were as follows:

                 
    March 26, 2005     December 25, 2004  
    (in thousands)  
Unrealized gain (loss) on marketable securities
  $ (698 )   $ (448 )
Cumulative translation adjustments
    81       (282 )
 
           
Accumulated other comprehensive income (loss)
  $ (617 )   $ (730 )
 
           

Note 9 — Derivative Financial Instruments

     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 March 26, 2005, the Company had four forward exchange contracts outstanding to sell 205.1 million Yen for $2.0 million with contract rates ranging from 102.85 Yen to 103.87 Yen per U.S. dollar. These contracts are due between April and June 2005.

Note 10 — Recent Accounting Pronouncements

     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 annual 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 material impact on net income and net income per share.

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

Cautionary Statement Regarding Forward-Looking Statements

     This quarterly report on Form 10-Q 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 concerning, among other things, 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 expectations and our projections about future events. All forward-looking statements included in this quarterly report are based upon information available to us as of the filing date of this quarterly report. 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

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implied by these statements. These factors include the matters discussed in the section titled “Risks That May Affect Future Results” and elsewhere in this quarterly report. You should carefully consider the numerous risks and uncertainties described under “Risks That May Affect Future Results.”

     The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the accompanying notes contained in this quarterly report. Unless expressly stated or the context otherwise requires, the terms “we,” “our,” “us” and “FormFactor” refer to FormFactor, Inc. and its subsidiaries.

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. To date, we have derived our revenues primarily from the sale of wafer probe cards incorporating our MicroSpring interconnect technology.

     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. As a result, our revenue growth is driven by the number of new semiconductor designs, technology transitions and increased semiconductor production volumes.

     Revenues. Wafer probe card sales comprise substantially all of our revenues. 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 and annual fluctuations due to a number of issues, including 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. In addition, cost of revenues also includes costs related to the start up of our new manufacturing facility. 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. We order materials and supplies based on backlog and non-binding 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 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 plan to invest a significant amount in research and development activities to develop new technologies for current and new markets and new applications in the future.

     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, sales and administrative 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 revenue growth, as well as from the additional costs of being a publicly traded company including compliance with the Sarbanes-Oxley Act of 2002.

     Stock-Based Compensation. In connection with the grant of stock options to employees in fiscal 2001 and 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

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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 $1.4 million in deferred stock-based compensation in fiscal 2004 and the three months ended March 26, 2005 related to the issuance of restricted stock. As of March 26, 2005, we had an aggregate of $4.9 million of deferred stock-based compensation remaining to be amortized. This deferred stock-based compensation balance would be amortized, absent adoption of SFAS No. 123R, as follows: $2.0 million during the remainder of fiscal 2005; $1.7 million during fiscal 2006; $870,000 during fiscal 2007; and $340,000 during fiscal 2008. We are amortizing the 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.

     Use of Estimates. Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed 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 uncollectible receivables, inventories, marketable securities, intangible assets, income taxes, warranty obligations, excess component and order cancellation costs, and contingencies and litigation. 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.

Results of Operations

     The following table sets forth our operating results as a percentage of revenues for the periods indicated:

                 
    Three Months Ended  
    March 26, 2005     March 27, 2004  
Revenues
    100.0 %     100.0 %
Cost of revenues
    56.3       48.6  
Stock-based compensation
    0.3       0.4  
 
           
Gross margin
    43.4       51.0  
 
           
Operating expenses:
               
Research and development
    11.1       11.7  
Selling, general and administrative
    18.0       15.8  
Stock-based compensation
    1.2       1.5  
 
           
Total operating expenses
    30.3       29.0  
 
           
Operating income
    13.1       22.0  
Interest income
    1.6       1.4  
Other income (expense), net
    0.1       (1.0 )
 
           
 
    1.7       0.4  
Income before income taxes
    14.8       22.4  
Provision for income taxes
    5.2       8.6  
 
           
Net income
    9.6 %     13.8 %
 
           

Three Months Ended March 26, 2005 and March 27, 2004

     Revenues. Revenues for the three months ended March 26, 2005 were $51.0 million compared with $37.1 million for the three months ended March 27, 2004, an increase of $13.9 million, or 37.3%. The $13.9 million increase was due primarily to an increase of $12.9 million in revenues from DRAM manufacturers, an increase of $1.6 million from manufacturers of flash memory devices and an increase of $217,000 in other revenues, offset in part by a reduction of $812,000 in revenues generated from sales to logic manufacturers. Revenues continued to grow as conventional probe cards continued 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 90 nanometer technologies, as well as the transition to DDR II contributed to the overall growth in revenues.

     The majority of revenues for the three months ended March 26, 2005 were generated by sales of wafer probe cards to manufacturers of DRAM devices. Sales of wafer probe cards to test DRAM devices accounted for $41.7 million, or 81.7% of revenues, for the quarter ended March 26, 2005 compared to $28.8 million, or 77.5% of revenues, for the quarter ended March 27, 2004. The increase was primarily due to the continued execution of major DRAM transitions to 90 nanometer technology, DDR II architecture and mobile RAM applications.

     Revenues generated from sales to flash memory device manufacturers increased from $4.2 million for the three months ended March 27, 2004 to $5.8 million for the three months ended March 26, 2005. The increase was driven by continued bit growth and production ramp in the flash market as well as the continuous trend to higher parallelism wafer probe test of flash memory devices.

     Revenues from manufacturers of logic devices decreased to $3.1 million for the three months ended March 26, 2005 from $3.9 million for the three months ended March 27, 2004. The decrease was primarily driven by capacity constraints as capacity was allocated to customers outside of the logic market.

     Revenues by geographic region for the three months ended March 26, 2005 as a percentage of revenues were 32.3% in North America, 15.7% in Europe, 13.0% in Japan and 39.0% in Asia Pacific. Revenues by geographic region for the three months ended March 27, 2004 as a percentage of revenues were 40.4% in North America, 7.5% in Europe, 39.3% in Japan and 12.8% in Asia Pacific. For the three months ended March 26, 2005, revenues for all geographic regions, with the exception of Japan, increased due to strong demand for our wafer probe cards. Geographic revenue information for the three months ended March 26, 2005 and March 27, 2004 is based on the invoicing location of the customer.

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     The following customers accounted for more than 10% of our revenues for the three months ended March 26, 2005 or March 27, 2004:

                 
    Three Months Ended
    March 26, 2005   March 27, 2004
Spirox Corporation
    31.7 %     12.0 %
Samsung
    18.0       *  
Infineon Technologies AG
    13.3       *  
Elpida
    *       34.3  
Intel Corporation
    *       15.0  
Micron Technologies Inc
    *       13.2  


*   Less than 10% of revenues.

     Gross Margin. Gross margin as a percentage of revenues was 43.4% for the three months ended March 26, 2005 compared with 51.0% for the three months ended March 27, 2004. The decrease in gross margin percentage was primarily due to increased start up costs related to our new factory and an increase in inventory reserves. During the quarter we incurred $4.4 million, which represented 8.6% of revenues, of start up expenses related to the bring up of our new manufacturing facility. We will continue to incur start up expenses relating to our new factory in 2005, including personnel and material expenses required for the new site ramp up and qualification, redundancy costs of maintaining two production sites in parallel and costs to transition from our current site to our new site.

     Research and Development. Research and development expenses increased to $5.7 million, or 11.1% of revenues, for the three months ended March 26, 2005 compared to $4.3 million, or 11.7% of revenues, for the three months ended March 27, 2004. The increase in absolute dollars was mainly due to an increase of approximately $800,000 in personnel costs and an increase of approximately $600,000 in development program materials and related costs. Through the three month period ended March 26, 2005, we continued the development of our next generation parallelism architecture and products, fine pitch memory and logic products, advanced MicroSpring interconnect technology and new process technologies.

     Selling, General and Administrative. Selling, general and administrative expenses were $9.2 million for the three months ended March 26, 2005, or 18.0% of revenues, compared to $5.9 million, or 15.8% of revenues, for the three months ended March 27, 2004. The increase in absolute dollars was mainly due to an increase of approximately $1.4 million in personnel related expenses, an increase of approximately $410,000 in commissions to our sales representatives driven by the increase in revenues and an increase of $1.3 million in outside professional services that primarily related to patent litigation and the Sarbanes-Oxley Act compliance expenses.

     Interest Income and Other Income (Expense), Net. Interest income for the three months ended March 26, 2005 was $816,000 compared with $533,000 for the three months ended March 27, 2004. The increase was primarily due to a larger cash, cash equivalents and marketable securities balance at March 26, 2005 as well as higher interest rates. Other income for the three months ended March 26, 2005 was $87,000 compared to other expense of $395,000 for the three months ended March 27, 2004, comprised of mainly foreign currency gains or losses.

     Provision for Income Taxes. Provision for income taxes was $2.6 million for the three months ended March 26, 2005 compared with $3.2 million for the three months ended March 27, 2004. The $2.6 million tax provision for the three months ended March 26, 2005 reflected an effective tax rate of 35.0% compared to an effective tax rate of 38.5% for the three months ended March 27, 2004. The decrease in the effective tax rate was primarily due to the reinstatement of federal research and development credits.

Critical Accounting Policies and Estimates

     For a description of the critical accounting policies that affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements, refer to our Annual Report on Form 10-K filed with the Securities and Exchange Commission. There have been no changes to our critical accounting policies since December 25, 2004.

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Liquidity and Capital Resources

     As of March 26, 2005, we had $191.7 million in cash and cash equivalents, marketable securities and restricted cash, compared with $193.7 million as of December 25, 2004.

     Net cash used in operating activities was $1.9 million for the three months ended March 26, 2005 compared to $739,000 for the three months ended March 27, 2004. Net cash used in operating activities for the three months ended March 26, 2005 resulted primarily from the payout of fiscal 2004 incentive compensation, a reduction in the tax benefit from option exercises, and an overall increase in spending to support revenue growth and our new factory.

     Accounts receivable increased by $3.8 million for the three months ended March 26, 2005 due to an increase in worldwide sales. Accounts receivable increased by $6.7 million for the three months ended March 27, 2004 due to an increase in revenues, particularly to customers in Japan where we typically experience longer payment terms. Our days sales outstanding from receivables (DSO) decreased from 52 days at March 27, 2004 to 44 days at March 26, 2005 as a result of more linear shipments and a larger portion of our sales going to customers with shorter payment terms.

     Inventories decreased by $878,000 from December 25, 2004 to March 26, 2005 due to an increase in inventory reserves. Inventories increased by $720,000 during the three months ended March 27, 2004 due to an increase in raw materials and work-in-process to support revenue growth.

     Accrued liabilities decreased by $1.7 million and $1.4 million for the three months ended March 26, 2005 and the three months ended March 27, 2004, respectively, primarily due to the payout of accrued incentive compensation.

     Net cash used in investing activities was $13.1 million for the three months ended March 26, 2005 compared to $1.2 million for the three months ended March 27, 2004. Net cash used in investing activities resulted primarily from the net purchase of marketable securities or maturity of marketable securities in each of these periods. Capital expenditures were $7.4 million for the three months ended March 26, 2005 and $8.3 million for the three months ended March 27, 2004 of which $2.6 million and $1.6 million were paid in cash, respectively. The increase in capital expenditures was due primarily to our investment in our new manufacturing facility.

     Net cash provided by financing activities was $3.1 million for the three months ended March 26, 2005, compared to $4.7 million for the three months ended March 27, 2004. Net cash provided by financing activities for the first quarter of 2005 and the first quarter of 2004 was mainly due to proceeds received from the exercise of employee stock options.

     In May 2001, we signed a ten-year lease for an additional 119,000 square feet of manufacturing, research and development and office space. In October 2004, we signed an ten-year lease for an additional 12,000 square feet of research and development space. The remaining rent obligation over the term of the lease is $19.9 million and is accounted for as an operating lease.

     The following table describes our commitments to settle contractual obligations in cash as of March 26, 2005.

                                         
    Payments Due by Fiscal Year  
    2005     2006-2007     2008-2009     After 2009     Total  
    (In thousands)  
Operating leases
  $ 2,309     $ 4,705     $ 4,982     $ 7,930     $ 19,926  
 
                             

     We believe that cash generated from operations, together with the liquidity provided by our existing cash, cash equivalents and marketable securities will be sufficient to meet our anticipated cash needs for at least the next 12 months. 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 and introductions of new products and enhancements 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 these types of arrangements in the future, which could also require us to seek additional equity or debt funding. Additional funds may not be available on terms favorable to us or at all.

Off-Balance Sheet Arrangements

     We do not participate as part of our ongoing business in transactions that generate relationships with unconsolidated entities or

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financial partnerships, such as entities often referred to as structured finance or special purpose entities, or SPEs, which are typically established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As a result, as of March 26, 2005, we are not involved in any unconsolidated SPE transactions.

Recent Accounting Pronouncements

     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 annual 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. We believe the adoption of SFAS No. 123R will have a significant impact on net income and net income per share. The Company will adopt SFAS 123R in the first quarter of 2006.

Risks That May Affect Future Results

     You should carefully consider the following risk factors, as well as the other information in this Quarterly Report on Form 10-Q, 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 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 our new manufacturing facility;
 
  •   our relationships with customers and companies that manufacture semiconductor test equipment,

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  •   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 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.

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     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 Data 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;
 
  •   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, or to ramp a 300mm 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 manufacturer’s particular chips;
 
  •   supply and demand issues;
 
  •   overall manufacturing capability within the manufacturer’s 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.

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     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 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 the three months ended March 26, 2005, sales to manufacturers of DRAM devices accounted for 81.7% of our revenues, sales to manufacturers of logic devices accounted for 6.0% of our revenues, and sales to manufacturers of flash memory devices accounted for 11.3% of our revenues. In the three months ended March 27, 2004, sales to manufacturers of DRAM devices accounted for 77.5% of our revenues, sales to manufacturers of logic devices accounted for 10.5% of our revenues, and sales to manufacturers of flash memory devices accounted for 11.3% 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.

     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 products from our competitors. Current and potential competitors include AMST Co., Ltd., Cascade Microtech, Inc., Feinmetall GmbH, Japan Electronic Materials Corporation,

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Kulicke and Soffa Industries, Inc., Micronics Japan Co., Ltd., Phicom Corporation 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.

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 the three months ended March 26, 2005, three customers accounted for 63.0% of our revenues. In the three months ended March 27, 2004, four customers accounted for 74.5% of our revenues. Our ten largest customers accounted for 97.7% of our revenues in three months ended March 26, 2005 and 96.4% of our revenues in the three months ended March 27, 2004. 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.

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:

  •   become concerned about our ability to protect their intellectual property;
 
  •   become concerned with our ability to deliver quality products on a timely basis;
 
  •   develop their own solutions to address the need for testing improvement;
 
  •   implement chip designs that include enhanced built-in self-test capabilities;
 
  •   regard us as a competitor;
 
  •   introduce their own wafer probe card product;

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  •   establish relationships with others in our industry; or
 
  •   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.

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.

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 31.7% of our revenues in the three months ended March 26, 2005 and 12.0% of our revenues in the three months ended March 27, 2004. 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 distributor’s territory. In addition, if we are required to establish alternative sales channels in the region through a different distributor or through an independent sales representative, or if we make the decision to sell direct into the region, it could consume substantial time and resources, decrease our revenues and increase our expenses.

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.

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 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.

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

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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.

We manufacture the majority 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 the majority 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.

If we do not transition effectively to our new operations and manufacturing site, our manufacturing capacity will be negatively impacted.

     We initiated the move into our new campus facility in Livermore in 2004. In 2005 we anticipate completing the bring-up of our new manufacturing facility in Livermore and the transition of our manufacturing operations from our existing facility to our new facility. The costs of starting up our new manufacturing facility, including capital costs such as equipment and fixed costs such as rent, and transition costs, including any close down of our existing manufacturing facilities, are substantial. We might not be able to shift from our production facility where the majority of our products are currently manufactured 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 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.

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 customer’s 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.

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:

  •   cause lower than anticipated yields and lengthening of delivery schedules;
 
  •   cause delays in product shipments;
 
  •   cause delays in new product introductions;
 
  •   cause us to incur warranty expenses;
 
  •   result in increased costs and diversion of development resources;
 
  •   cause us to incur increased charges due to unusable inventory;
 
  •   require design modifications; or
 
  •   decrease market acceptance or customer satisfaction with these products.

     The occurrence of any one or more of these events could hurt our operating results.

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     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.

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, or open additional 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.

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.

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.

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 management’s 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.

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.

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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 customer’s 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:

  •   the efforts of our sales force and our distributor and independent sales representatives;
 
  •   the complexity of the customer’s fabrication processes;
 
  •   the internal technical capabilities of the customer; and
 
  •   the customer’s budgetary constraints and, in particular, the customer’s ability to devote resources to the evaluation process.

     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.

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, 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.

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:

  •   our means of protecting our proprietary rights will be adequate;
 
  •   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;
 
  •   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
 
  •   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 quarterly 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 negatively impact our ability to license certain of our technologies and methods to others.

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.

     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 67.7% for the three months ended March 26, 2005 and 59.6% for the three months ended March 27, 2004. 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;

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  •   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.

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. 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, changes in our business model or in our manufacturing activities, 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 March 26, 2005, our stock price has ranged from $16.00 a share to $29.08 a share. Accordingly, the

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trading price of our common stock is likely to be subject to wide 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.

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 66 2/3% of our stockholders;
 
  •   require super-majority voting to amend some provisions in our certificate of incorporation and bylaws;
 
  •   authorize the issuance of “blank check” preferred stock that our board could issue to increase the number of outstanding shares and to discourage a takeover attempt;
 
  •   limit the ability of our stockholders to call special meetings of stockholders;
 
  •   prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
 
  •   provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and

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  •   establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

     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 our named executive officers and certain other executives. The Compensation Committee adopted these agreements as part of its review of our compensation and benefits.

Item 3. 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 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 accounts receivable. Gains and losses on these contracts are generally recognized in income when the related transactions being hedged are recognized.

     As of March 26, 2005, we had outstanding foreign exchange forward contracts to sell 205.1 million Yen for $2.0 million with contract rates ranging from 102.85 Yen to 103.87 Yen per U.S. dollar. Fluctuations in foreign currency exchange rates throughout the quarter ended March 26, 2005 and the unrealized gain or fair value of these contracts totaled $54,000 as of March 26, 2005 and was recognized in income. The fair value of these foreign currency forward exchange contracts as of March 26, 2005 would have changed by $193,000 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. 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 March 26, 2005, all of our investments were in money market accounts, certificates of deposit or high quality corporate debt obligations and U.S. government securities.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

     As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, FormFactor management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation as of March 26, 2005, of the effectiveness of FormFactor’s “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, FormFactor’s management has concluded that FormFactor’s disclosure controls and procedures were not effective as of March 26, 2005. 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 Quarterly Report, our management undertook and completed reconciliations, analyses, reviews and control procedures in addition to those historically completed to confirm that this Quarterly Report fairly presents in all material respects our financial condition, results of operations and cash flows as of, and for, the periods presented in accordance with generally accepted accounting principles applicable.

Remediation Steps to Address Material Weakness

          During fiscal year 2004 and the first fiscal quarter of 2005, we took several steps toward remediation of the material weakness described above, including hiring a dedicated Chief Financial Officer, an Internal Audit Director and a Tax Director. However, as of March 26, 2005, the hiring of additional technical accounting resources, and testing of the effectiveness of the

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remediation plan, were significant steps that were not completed.

We are continuing to improve our internal control over financial reporting, by implementing appropriate remediation steps that may be required, including educating and training our employees, and recruiting and retaining qualified technical expertise to staff our finance function.

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 FormFactor’s “internal control over financial reporting” as defined in Exchange Act Rule 13a-15(f) to determine whether any changes in FormFactor’s internal control over financial reporting occurred during the first quarter of 2005 that materially affected, or are reasonably likely to materially affect, FormFactor’s internal control over financial reporting. Based on that evaluation, other than as described above under the caption “Remediation Steps to Address Material Weakness”, there has been no such change during the first quarter of fiscal 2005.

Limitation 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 are 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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. As of the date of filing this quarterly report, we were not involved in any material legal proceedings, other than as set forth below.

     In February 2004, we 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 us. One complaint alleges that Phicom is infringing our 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 our 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 complaints seek injunctive relief. The court actions are a part of our ongoing efforts to protect the intellectual property embodied in our 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 the Seoul infringement actions. The Korean Intellectual Property Office has dismissed Phicom’s challenges against all four of the patents-at-issue. Phicom has appealed the dismissals of the challenges.

     On March 4, 2005, we 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 our wafer probe cards. The complaint in this action alleges that Phicom has incorporated our 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 Quarterly Report, Phicom had not yet responded to this complaint.

     We could incur material expenses in these litigations.

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Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

     (a) Not applicable.

     (b) Not applicable.

     (c) Not applicable.

     (d) Use of Initial Public Offering Proceeds

     The Securities and Exchange Commission declared FormFactor’s 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 FormFactor’s common stock that it registered were sold for an aggregate public offering price of $96.6 million. The net proceeds to us 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 us from their net proceeds in the offering to repay loans from us. Applying a first-in, first-out method of tracing cash proceeds from these offerings and cash generated from operating activities, we have concluded that all of the proceeds from the offerings have been used for general corporate purposes.

     (e) Not applicable.

Item 3. Defaults Upon Senior Securities

     Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

     Not applicable.

Item 5. Other Information

     Not applicable.

Item 6. Exhibits

     (a) Exhibits

     The following exhibits are filed herewith:

                     
Exhibit       Incorporated by Reference   Filed
Number   Exhibit Description   Form   Date   Number   Herewith
10.03
  February 16, 2005, independent director compensation arrangement   8-K   02/23/05   0-50307    
 
                   
10.04
  March 24, 2005, Key Employee Bonus Plan terms   8-K   03/30/05   0-50307    
 
                   
31.01
  Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002               X

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Exhibit       Incorporated by Reference   Filed
Number   Exhibit Description   Form   Date   Number   Herewith
31.02
  Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002               X
 
                   
32.01*
  Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002               X


*   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.

SIGNATURE

     Pursuant to the requirements 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.

         
    FORMFACTOR, INC.
 
       
  By:   /s/ RON C. FOSTER
         
      Ron C. Foster
      Chief Financial Officer
      (Principal Financial Officer and
      Duly Authorized Officer)

May 5, 2005

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EXHIBIT INDEX

                     
Exhibit       Incorporated by Reference   Filed
Number   Exhibit Description   Form   Date   Number   Herewith
10.03
  February 16, 2005, independent director compensation arrangement   8-K   02/23/05   0-50307    
 
                   
10.04
  March 24, 2005, Key Employee Bonus Plan terms   8-K   03/30/05   0-50307    
 
                   
31.01
  Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002               X
 
                   
31.02
  Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002               X
 
                   
32.01*
  Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002               X


*   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.

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