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FormFactor 10-Q 2006

Documents found in this filing:

  1. 10-Q
  2. Ex-10.01
  3. Ex-31.01
  4. Ex-31.02
  5. Ex-32.01
  6. Ex-32.01

 

UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)

 

 

 

 

 

x

 

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

 

 

 

 

 

For the quarterly period ended September 30, 2006

 

 

 

or

 

 

 

o

 

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

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

7005 Southfront Road, Livermore, California 94551

(Address of principal executive offices, including zip code)

(925) 290-4000

(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x  No o

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

Large accelerated filer ý

 

Accelerated filer o

 

Non-accelerated filer o

 

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

As of October 31, 2006, 46,781,211 shares of the registrant’s common stock, par value $0.001 were outstanding.

 




FORMFACTOR, INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED September 30, 2006

INDEX

 

 

Page

Part I.

Financial Information

 

 

Item 1.

Unaudited Condensed Consolidated Financial Statements:

 

 

 

Unaudited Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2006 and September 24, 2005

 

3

 

Unaudited Condensed Consolidated Balance Sheets as of September 30, 2006 and December 31, 2005

 

4

 

Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2006 and September 24, 2005.

 

5

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

16

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

26

Item 4.

Controls and Procedures

 

26

Part II.

Other Information

 

 

Item 1.

Legal Proceedings

 

27

Item 1A.

Risk Factors

 

27

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

30

Item 3.

Defaults Upon Senior Securities

 

30

Item 4.

Submission of Matters to a Vote of Security Holders

 

30

Item 5.

Other Information

 

30

Item 6.

Exhibits

 

31

Signature

 

32

Exhibit Index

 

33

 

2




 

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

 

Nine Months Ended

 

 

 

September
30, 2006

 

September
24, 2005

 

September
30, 2006

 

September
24, 2005

 

Revenues

 

$

96,757

 

$

62,374

 

$

270,520

 

$

165,676

 

Cost of revenues

 

46,492

 

34,088

 

130,699

 

93,484

 

Gross margin

 

50,265

 

28,286

 

139,821

 

72,192

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

11,994

 

7,881

 

33,397

 

19,461

 

Selling, general and administrative

 

19,321

 

11,871

 

53,034

 

31,283

 

Total operating expenses

 

31,315

 

19,752

 

86,431

 

50,744

 

Operating income

 

18,950

 

8,534

 

53,390

 

21,448

 

Interest income

 

4,485

 

1,116

 

10,196

 

2,912

 

Other income (expense), net

 

59

 

(630

)

45

 

(655

)

Income before income taxes

 

23,494

 

9,020

 

63,631

 

23,705

 

Benefit from (provision for) income taxes

 

(7,675

)

758

 

(21,763

)

(4,004

)

Net income

 

$

15,819

 

$

9,778

 

$

41,868

 

$

19,701

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.34

 

$

0.25

 

$

0.94

 

$

0.50

 

Diluted

 

$

0.33

 

$

0.23

 

$

0.90

 

$

0.47

 

Weighted-average number of shares used in per share calculations:

 

 

 

 

 

 

 

 

 

Basic

 

46,417

 

39,733

 

44,625

 

39,343

 

Diluted

 

48,494

 

41,762

 

46,690

 

41,492

 

 

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

3




FORMFACTOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)

 

 

September 30,
2006

 

December 31,
2005

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

276,365

 

$

31,217

 

Marketable securities

 

181,128

 

180,391

 

Accounts receivable, net of allowance for doubtful accounts of $74 as of September 30, 2006 and December 31, 2005

 

54,097

 

43,967

 

Inventories

 

26,317

 

18,404

 

Deferred tax assets

 

11,233

 

11,396

 

Prepaid expenses and other current assets

 

12,674

 

7,169

 

Total current assets

 

561,814

 

292,544

 

Restricted cash

 

2,250

 

2,250

 

Property and equipment, net

 

87,398

 

81,588

 

Deferred tax assets

 

6,270

 

4,518

 

Other assets

 

994

 

461

 

Total assets

 

$

658,726

 

$

381,361

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

27,346

 

$

26,369

 

Accrued liabilities

 

21,850

 

20,467

 

Income tax payable

 

7,653

 

9,697

 

Deferred rent

 

353

 

313

 

Deferred revenue and customer advances

 

6,556

 

3,588

 

Total current liabilities

 

63,758

 

60,434

 

Deferred rent and other long term liabilities

 

4,559

 

3,138

 

Total liabilities

 

68,317

 

63,572

 

Commitments and contingencies (Note 8)

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.001 par value:

 

 

 

 

 

10,000,000 shares authorized; no shares issued and outstanding at September 30, 2006 and December 31, 2005, respectively

 

 

 

Common stock, $0.001 par value:

 

 

 

 

 

250,000,000 shares authorized; 46,761,252 and 40,236,686 shares issued and outstanding at September 30, 2006 and December 31, 2005, respectively

 

47

 

40

 

Additional paid-in capital

 

496,296

 

268,291

 

Deferred stock-based compensation

 

 

(2,495

)

Accumulated other comprehensive loss

 

(114

)

(359

)

Retained earnings

 

94,180

 

52,312

 

Total stockholders’ equity

 

590,409

 

317,789

 

Total liabilities and stockholders’ equity

 

$

658,726

 

$

381,361

 

 

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

4




FORMFACTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 

 

Nine Months Ended

 

 

 

September
30, 2006

 

September
24, 2005

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

41,868

 

$

19,701

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

15,919

 

12,184

 

Stock-based compensation expense

 

15,015

 

3,011

 

Deferred income taxes

 

(1,650

)

(4,262

)

Increase in allowance for doubtful accounts

 

 

33

 

Tax benefit from employee stock option plans

 

 

4,379

 

Excess tax benefits from equity based compensation plans

 

(13,448

)

 

Provision for excess and obsolete inventories

 

9,222

 

8,085

 

Loss on disposal of property and equipment

 

378

 

80

 

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(10,122

)

(10,447

)

Inventories

 

(16,382

)

(11,270

)

Prepaid expenses and other current assets

 

(5,472

)

(2,859

)

Other assets

 

(599

)

 

Accounts payable

 

4,867

 

(4,138

)

Accrued liabilities

 

16,853

 

(320

)

Income tax payable

 

(2,038

)

5,896

 

Deferred rent

 

1,464

 

862

 

Deferred revenues and customer advances

 

2,968

 

1,183

 

Net cash provided by operating activities

 

58,843

 

22,118

 

Cash flows from investing activities:

 

 

 

 

 

Acquisition of property and equipment

 

(26,862

)

(21,275

)

Purchase of marketable securities

 

(202,929

)

(129,135

)

Proceeds from sales and maturities of marketable securities

 

201,340

 

106,910

 

Acquisition of intangible research and development asset

 

 

(400

)

Net cash used in investing activities

 

(28,451

)

(43,900

)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuances of common stock

 

201,289

 

10,562

 

Excess tax benefits from equity based compensation plans

 

13,448

 

 

Net cash provided by financing activities

 

214,737

 

10,562

 

Effect of exchange rate changes on cash and cash equivalents

 

19

 

74

 

Net increase (decrease) in cash and cash equivalents

 

245,148

 

(11,146

)

Cash and cash equivalents, beginning of the period

 

31,217

 

34,836

 

Cash and cash equivalents, end of the period

 

$

276,365

 

$

23,690

 

Supplemental disclosure of significant non-cash investing activities:

 

 

 

 

 

Change in accounts payable and accrued liabilities for purchase of property and equipment

 

$

(5,949

)

$

5,443

 

 

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

5




FORMFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 — Basis of Presentation

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 and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“the SEC”). 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 and nine months ended September 30, 2006 are not necessarily indicative of the results that may be expected for the year ending December 30, 2006, or for any other period. The balance sheet at December 31, 2005 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 consolidated financial statements and notes thereto for the year ended December 31, 2005 included in the Company’s Annual Report on Form 10-K filed with the SEC.

Reclassifications. Certain prior period balances have been reclassified to conform to the current financial statement presentation. These reclassifications had no impact on previously reported results of operations or stockholders’ equity.

Fiscal Year. The Company operates on a 52- 53 week fiscal year, whereby the year ends on the Saturday nearest December 31. Fiscal year 2006 will end on December 30, 2006, and will consist of 52 weeks. The fiscal year ended December 31, 2005 consisted of 53 weeks.

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 31, 2005. The Company’s significant accounting policies reflect the adoption of the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123 (R)”); and have otherwise not materially changed during the three and nine months ended September 30, 2006.

During the first quarter of fiscal 2006, the Company implemented SFAS 123 (R) with regard to equity based compensation. Beginning January 1, 2006, the Company began accounting for stock options and shares issued under its employee stock purchase plan (“ESPP”) under SFAS 123 (R), which requires the recognition of the fair value of equity based compensation. The fair value of stock options and ESPP shares was estimated using a Black-Scholes option valuation model. This model requires the Company to make subjective assumptions in implementing SFAS 123 (R), including expected stock price volatility, estimated life and estimated forfeitures of each award. The fair value of equity-based awards is amortized over the vesting period of the award, and the Company has elected to use the straight-line method. The Company makes quarterly assessments of the adequacy of the additional paid-in capital pool (“APIC pool”) to determine if there are any tax shortfalls which require recognition in the condensed consolidated income statements. Prior to the implementation of SFAS 123 (R), the Company accounted for stock options and ESPP shares under the provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” and made pro forma footnote disclosures as required by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure,” which amended SFAS 123, “Accounting for Stock-Based Compensation.” Pro forma net income and pro forma net income per share disclosed in the footnotes to the condensed consolidated financial statements were estimated using a Black-Scholes option valuation model. Under APB Opinion No. 25, SFAS 123 and SFAS 123 (R), the fair value of restricted stock units was calculated based upon the fair market value of the Company’s common stock at the date of grant.

The Company has elected to adopt the alternative transition method provided under the provisions of Financial Accounting Standards Board (“FASB”) Staff Position No. FAS 123 (R)- 3 “Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards.” The alternative transition method includes simplified methods to establish the beginning balance of the APIC pool related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and consolidated statements of cash flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS 123 (R).  See Note 6 — Stock-Based Compensation.

6




Note 3 — Public Offering of Common Stock

On March 15, 2006, the Company completed an offering of 5,000,000 shares of its common stock. The Company received net proceeds of $182.0 million after the payment of an aggregate of $8.1 million of underwriting discounts and commissions and other offering expenses.

Note 4 — 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. The Company provides inventory provisions based on excess and obsolete inventories determined primarily by future demand forecasts. The provision is measured as the difference between the cost of the inventory and market based upon assumptions about future demand and charged to the provision for inventory, which is a component of cost of revenues. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Inventories consisted of the following:

 

 

September 30,
2006

 

December 31,
2005

 

 

 

(In thousands)

 

 

 

 

 

 

 

Raw materials

 

$

10,640

 

$

7,686

 

Work-in-progress

 

12,563

 

9,971

 

Finished goods

 

3,114

 

747

 

 

 

$

26,317

 

$

18,404

 

 

Note 5 — 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 and nine months ended September 30, 2006 and September 24, 2005, respectively, follows:

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,
2006

 

September 24,
2005

 

September 30,
2006

 

September 24,
2005

 

 

 

(In thousands)

 

Warranty accrual beginning balance

 

$

1,012

 

$

518

 

$

511

 

$

560

 

Accrual for warranties issued during the period

 

227

 

215

 

1,051

 

679

 

Settlements made during the period

 

(533

)

(213

)

(856

)

(719

)

Warranty accrual ending balance

 

$

706

 

$

520

 

$

706

 

$

520

 

 

Note 6 — Stock-Based Compensation

Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123 (R), using the modified prospective transition method. SFAS 123 (R) requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based upon the grant-date fair value of those awards. Using the modified prospective transition method, the Company began recognizing compensation expense for equity-based awards granted after December 31, 2005 plus unvested awards granted prior to December 31, 2005. Stock-based compensation expense for unvested awards granted prior to December 31, 2005 is amortized based on the measurement of fair value under SFAS No. 123, while awards granted after December 31, 2005 are measured under the guidance of SFAS No. 123 (R). Under this method of implementation no restatement of prior periods has been made. The cumulative effect related to the implementation of this new accounting principle as of January 1, 2006 was not material.

7




The application of SFAS No. 123 (R) had the following effects on reported amounts for the three and nine months ended September 30, 2006:

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30, 2006

 

September 30, 2006

 

 

 

(In thousands, except per share data)

 

 

 

 

 

 

 

Stock-based compensation expense by type of award:

 

 

 

 

 

Employee stock options (1)

 

$

5,195

 

$

13,672

 

Employee stock purchase plan

 

880

 

1,820

 

Restricted stock units (2)

 

92

 

276

 

Amounts capitalized as inventory

 

(191

)

(753

)

 

 

 

 

 

 

Total stock-based compensation

 

5,976

 

15,015

 

Tax effect on stock-based compensation

 

(1,952

)

(5,132

)

 

 

 

 

 

 

Effect on net income

 

$

4,024

 

$

9,883

 

 

 

 

 

 

 

Effect on earnings per share:

 

 

 

 

 

Basic

 

$

0.09

 

$

0.22

 

Diluted

 

$

0.08

 

$

0.21

 

 


(1)   Stock-based compensation expense of $164,000 and $895,000 for the three and nine months ended September 30, 2006, respectively, related primarily to pre-initial public offering “cheap stock” would have been recorded under the provisions of APB No. 25.

(2)   Stock-based compensation expense of $92,000 and $276,000 for the three and nine months ended September 30, 2006, respectively, related to restricted stock units would have been recorded under the provisions of APB No. 25.

Prior to January 1, 2006, the Company measured compensation expense for its employee equity-based compensation plans using the intrinsic value method under APB No. 25 and related interpretations. In connection with the grant of stock options to employees in fiscal 2001, fiscal 2002 and fiscal 2003 through the Company’s initial public offering, the Company recorded stock-based compensation expense under the provisions of APB No. 25 as these options were considered compensatory because the fair value of the Company’s stock determined for financial reporting purposes was greater than the fair value determined at the date of the grant. As of December 31, 2005, the Company had an aggregate of $1.5 million of stock-based compensation remaining to be amortized related to these options under the intrinsic valuation method.

In addition, the Company recorded stock-based compensation expense related to the issuance of restricted stock. As of December 31, 2005, the Company had an aggregate of $1.0 million of unamortized stock-based compensation related to restricted stock.

Prior to fiscal 2006, the Company applied the disclosure-only provisions of SFAS No. 123. The following table illustrates the effect on net income and earnings per share for the three and nine months ended September 24, 2005 if the fair value recognition provisions of SFAS No. 123 had been applied to options granted under the Company’s equity-based employee compensation plans. For purposes of this pro forma disclosure, the estimated value of the options is recognized over the options’ vesting periods.

8




 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 24, 2005

 

September 24, 2005

 

 

 

(In thousands, except per share amounts)

 

 

 

 

 

 

 

Net income, as reported

 

$

9,778

 

$

19,701

 

Add: Stock-based compensation expense included in reported net income, net of tax

 

1,029

 

2,085

 

Deduct: Total stock-based compensation expense determined under the minimum and fair-value-based method for all awards, net of tax

 

(3,165

)

(8,249

)

Pro forma net income

 

$

7,642

 

$

13,537

 

 

 

 

 

 

 

Net income per share

 

 

 

 

 

Basic:

 

 

 

 

 

As reported

 

$

0.25

 

$

0.50

 

Pro-forma

 

$

0.19

 

$

0.34

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

As reported

 

$

0.23

 

$

0.47

 

Pro-forma

 

$

0.18

 

$

0.33

 

 

For purposes of the weighted-average estimated fair value calculations, the fair value of each stock option grant and employee purchase right is estimated on the date of grant using the Black-Scholes option pricing model and the following assumptions:

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 24, 2005

 

September 24, 2005

 

Stock Options:

 

 

 

 

 

Dividend yield

 

 

 

Expected volatility

 

44.2

%

47.8

%

Risk-free interest rate

 

3.86

%

3.82

%

Expected life (in years)

 

4.50

 

4.50

 

ESPP:

 

 

 

 

 

Dividend yield

 

 

 

Expected volatility

 

44.2

%

47.7

%

Risk-free interest rate

 

3.23

%

3.23

%

Expected life (in years)

 

1.25

 

1.25

 

 

Stock Options

The exercise price of each stock option equals the market price of the Company’s stock on the date of grant. Most options are scheduled to vest over four years and expire in either seven or ten years from the grant date. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. In addition, the Company estimates forfeitures when recognizing compensation expense, and will adjust its estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized as a change in estimate in the period of change and will also impact the amount of compensation expense to be recognized in future periods.

The following weighted average assumptions were used in the estimated grant-date fair value calculations for stock options:

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30, 2006

 

September 30, 2006

 

Stock Options:

 

 

 

 

 

Dividend yield

 

 

 

Expected volatility

 

52.9

%

50.2

%

Risk-free interest rate

 

4.93

%

4.92

%

Expected life (in years)

 

4.75

 

4.82

 

 

The Company’s computation of expected volatility for the three- and nine-month periods ended September 30, 2006 was based on a combination of historical and market-based implied volatility from traded options on the Company’s common stock. The Company believes that including market-based implied volatility in the calculation of expected volatility results in

9




a more accurate measure of the volatility expected in future periods. Prior to 2006, the computation of expected volatility was based entirely on historical volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of an option. When establishing the expected life of a newly granted option, the Company applies the simplified method approach as outlined in Staff Accounting Bulleting No. 107. The simplified method is based on the vesting period and the contractual term for each grant, or for each vesting-tranche for awards with graded vesting. The mid-point between the vesting date and the expiration date is used as the expected term under this method.

During the three and nine months ended September 30, 2006, the Company granted approximately 178,100 and 2,067,227 stock options with an estimated total grant-date fair value of $3.9 million and $38.5 million, respectively. During the three and nine months ended September 30, 2006, the Company recorded stock-based compensation expense related to stock options of $5.2 million and $13.7 million, respectively. As of September 30, 2006, the unamortized stock-based compensation balance related to stock options was $43.6 million after estimated forfeitures which will be recognized over an estimated period of 3.0 years based on the weighted-average unamortized stock-based compensation balance. Approximately $0.8 million of stock-based compensation was capitalized in inventory for the nine months ended September 30, 2006.

Equity Incentive Plans

The Company has four incentive plans: 1996 Stock Option Plan, Incentive Option Plan, Management Incentive Option Plan (collectively, the “Plans”) and 2002 Equity Incentive Plan (“2002 Plan”), which became effective in June 2002. As a result of the effectiveness of the 2002 Plan, the Company ceased granting any options under the Plans.

Activity under the Plans and the 2002 Plan is set forth below:

 

 

Shares

 

Awards

 

Weighted- Average

 

 

 

Available

 

Outstanding

 

Exercise Price

 

 

 

(In thousands, except share and per share data )

 

 

 

 

 

 

 

 

 

Balances, December 25, 2004

 

3,201,452

 

5,822,746

 

$

11.88

 

Additional shares reserved

 

1,944,281

 

 

 

Options granted

 

(2,476,543

)

2,476,543

 

24.89

 

Restricted stock awards granted

 

(17,000

)

 

 

Options exercised

 

 

(1,042,373

)

8.36

 

Options expired

 

 

(15,000

)

0.10

 

Options forfeited

 

653,939

 

(653,989

)

15.99

 

Balances, December 31, 2005

 

3,306,129

 

6,587,927

 

$

16.91

 

Additional shares reserved

 

2,011,884

 

 

 

Options granted

 

(2,067,227

)

2,067,227

 

38.61

 

Restricted stock awards granted

 

 

 

 

Options exercised

 

 

(1,296,669

)

23.90

 

Options forfeited

 

260,263

 

(260,263

)

11.63

 

Balances, September 30, 2006

 

3,511,049

 

7,098,222

 

$

23.94

 

 

10




The options outstanding and exercisable at September 30, 2006 were in the following exercise price ranges:

 

 

Options Outstanding

 

Options Exercisable

 

Range of
Exercise Prices

 

Number of
Options
Outstanding

 

Weighted
Average
Remaining
Contractual
Term

 

Weighted
Average
Exercise
Price

 

Aggregate
Intrinsic
Value

 

Number
Vested and
Exercisable

 

Weighted
Average
Exercise
Price

 

Aggregate
Intrinsic
Value

 

 

 

 

 

(in years)

 

 

 

(in thousands)

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$0.50 - $6.00

 

352,649

 

3.54

 

$

4.72

 

$

13,194

 

352,649

 

$

4.72

 

$

13,194

 

$6.01 - $6.50

 

960,544

 

5.43

 

6.50

 

34,224

 

738,896

 

6.50

 

26,327

 

$6.51 - $19.50

 

1,202,150

 

7.03

 

17.43

 

29,698

 

538,431

 

15.86

 

14,145

 

$19.51 - $23.56

 

935,818

 

8.25

 

22.49

 

18,382

 

312,013

 

22.39

 

6,159

 

$23.57 - $25.08

 

84,656

 

8.69

 

24.51

 

1,491

 

16,132

 

24.54

 

284

 

$25.09 - $25.39

 

926,039

 

9.10

 

25.39

 

15,502

 

151,418

 

25.39

 

2,535

 

$25.40 - $30.46

 

741,509

 

8.69

 

26.60

 

11,513

 

189,839

 

26.17

 

3,030

 

$30.47 - $38.38

 

761,817

 

6.62

 

38.19

 

3,004

 

10,000

 

36.31

 

58

 

$38.39 - $39.84

 

876,640

 

6.61

 

39.58

 

2,233

 

 

 

 

$39.85 - $47.63

 

256,400

 

6.75

 

42.59

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$0.50 - $47.63

 

7,098,222

 

7.16

 

$

23.94

 

$

129,241

 

2,309,378

 

$

13.67

 

$

65,732

 

 

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value based on the Company’s closing stock price of $42.13 on September 29, 2006, which would have been received by the option holders had all option holders exercised their options as of that date. The total number of in-the-money options vested and exercisable as of September 30, 2006 was 2,309,378.  The total intrinsic value of options exercised during the nine months ended September 30, 2006 was $38.5 million.

The weighted average grant-date fair value of options granted during the three and nine months ended September 30, 2006 was $21.66 and $18.62. Cash received from stock option exercises was $8.0 million and $15.1 million during the three and nine months ended September 30, 2006, respectively. In connection with these exercises, the gross tax benefits realized by the Company for the three and nine months ended September 30, 2006 was $8.1 million and $15.9 million, respectively.

The Company settles employee stock option exercises with newly issued common shares.

Employee Stock Purchase Plan

The ESPP provides that eligible employees may contribute up to 15% of their eligible earnings toward the semi-annual purchase of the Company’s common stock. Under the ESPP, employees may purchase the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market value at the beginning of the applicable offering period or at the end of each applicable purchase period. Offering periods are generally two years in length. During the nine months ended September 30, 2006, 209,789 shares were issued under the ESPP.  As of September 30, 2006, the Company had $2.4 million of total unrecognized deferred stock-based compensation, net of estimated forfeitures related to ESPP grants, which will be recognized over the weighted average period of 0.8 years. Compensation expense is calculated using the fair value of the employees’ purchase rights under the Black-Scholes model.  The following weighted average assumptions were used in the estimated fair value calculations for the employees’ purchase rights:

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30, 2006

 

September 30, 2006

 

ESPP:

 

 

 

 

 

Dividend yield

 

 

 

Expected volatility

 

49.1

%

48.0

%

Risk-free interest rate

 

4.34

%

4.19

%

Expected life (in years)

 

1.43

 

1.39

 

 

Restricted Stock Units

Restricted stock units are converted into shares of the Company’s common stock upon vesting on a one-for-one basis. The vesting of restricted stock units is subject to the employee’s continuing service to the Company. The cost of these awards

11




is determined using the fair value of the Company’s common stock on the date of the grant, and compensation cost is recognized over the vesting period. Restricted stock units generally vest over four years.

Activity of the restricted stock units under the Company’s equity compensation plans during the nine months ended September 30, 2006 is set forth below:

 

 

 

Weighted

 

 

 

 

 

Average Grant

 

 

 

Shares

 

Date Fair Value

 

 

 

 

 

 

 

Restricted stock units at December 31, 2005

 

55,432

 

$

25.27

 

Granted

 

 

 

Vested

 

(18,108

)

25.27

 

Forfeited

 

 

 

Restricted stock units at September 30, 2006

 

37,324

 

$

25.27

 

 

The total aggregate intrinsic value of restricted stock units outstanding as of September 30, 2006 is $1.6 million. Aggregate intrinsic value is calculated using the closing price of the Company’s common stock on September 30, 2006 multiplied by the number of restricted stock units outstanding at September 30, 2006.

As of September 30, 2006, the Company had $0.7 million of unrecognized stock-based compensation costs related to restricted stock unit grants, which will be recognized over the weighted average remaining contractual term of 1.3 years. As of September 30, 2006, the Company expects 37,324 restricted stock units to vest.

Note 7 — 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 units and common stock subject to repurchase.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share follows:

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,
2006

 

September 24,
2005

 

September 30,
2006

 

September 24,
2005

 

Numerator:

 

 

 

 

 

 

 

 

 

Net income

 

$

15,819

 

$

9,778

 

$

41,868

 

$

19,701

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted-average common stock outstanding

 

46,417

 

39,733

 

44,625

 

39,356

 

Less:

 

 

 

 

 

 

 

 

 

Weighted-average shares subject to repurchase

 

 

 

 

(13

)

Weighted-average shares used in computing basic net income per share

 

46,417

 

39,733

 

44,625

 

39,343

 

Dilutive potential common shares used in computing diluted net income per share

 

2,077

 

2,029

 

2,065

 

2,149

 

Total weighted-average number of shares used in computing diluted net income per share

 

48,494

 

41,762

 

46,690

 

41,492

 

 

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

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,
2006

 

September 24,
2005

 

September 30,
2006

 

September 24,
2005

 

Options to purchase common stock

 

1,932

 

305

 

1,986

 

553

 

Restricted stock units

 

 

 

 

13

 

 

12




Note 8 — Commitments and Contingencies

Environmental Matters

The Company is subject to 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 clean-up of contaminated sites and the maintenance of a safe workplace. The Company believes it complies with all material environmental laws and regulations that apply to the Company.

While the Company believes it is in compliance with all material environmental laws and regulations that apply to the Company, the Company has received, and in the future the Company may receive, environmental violation notices, and if received, final resolution of the violations identified by these notices could impact the Company’s operations. New laws and regulations could have application to, and impact the Company’s operations.  The Company cannot predict what future environmental laws, rules or regulations will be enacted or how existing or future laws, rules or regulations will be administered or interpreted. The Company also cannot predict the amount of future expenditure that may be required to comply with such laws, rules or regulations. The discovery of previously unknown contamination at the Company’s or others’ sites or the imposition of new cleanup requirements could result in violations of certain applicable laws or regulations and adversely impact the Company’s business, financial condition or result of operations.

Legal Matters

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. As of the filing date of this Quarterly Report on Form 10-Q, the Company was not involved in any material legal proceedings, other than patent litigation as set forth below.  In the future we may become parties to additional legal proceedings which require us to spend significant resources including proceedings designed to protect our intellectual property rights.

On February 24, 2004, the Company filed in the Seoul Southern District Court, located in Seoul, South Korea, two separate complaints against Phicom Corporation, a Korean corporation, alleging infringement of a total of four Korean patents issued to 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 complaints seek injunctive relief. The court actions are part of the Company’s ongoing efforts to protect the intellectual property embodied in its proprietary technology, including its MicroSpring interconnect technology.

On or about March 19, 2004, Phicom filed in the Korean Intellectual Property Office, or KIPO, 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. KIPO dismissed Phicom’s challenges against all four of the patents-at-issue. Phicom appealed the dismissals of the challenges to the Korean Patent Court.

On or about October 27, 2005, the Korean Patent Court issued rulings holding invalid certain claims of two of the Company’s Korean patents. The two Korean patents affected by the decisions are Nos. 278,342, entitled “Method of Altering the Orientation of Probe Elements in a Probe Card Assembly,” and 399,210, entitled “Probe Card Assembly”. The Company is appealing these decisions to the Korean Supreme Court. The Company is also continuing its enforcement action against Phicom under these patents in the Seoul Southern District Court, including alleging infringement of certain claims from the patents that were not addressed by the Korean Patent Court decisions.

On or about February 9, 2006, the Korean Patent Court invalidated ten claims of the Company’s Korean Patent No. 324,064, entitled “Contact Tip Structures for Microelectronic Interconnection Elements and Methods of Making Same,” but did not address some sixty-one other claims of the 324,064 patent that were not before the Patent Court. The Company is appealing the decision on its Korean Patent No. 324,064 to the Korean Supreme Court. On or about June 15, 2006, the Korean Patent Court issued a decision upholding the validity of all of the claims of the Company’s Korean Patent No. 252,457, entitled “Method of Fabricating Interconnections Using Cantilever Elements and Sacrificial Substrates.” Phicom has appealed this ruling on the 252,457 patent to the Korean Supreme Court. The Company is also continuing its enforcement action against Phicom under both the 252,457 and 324,064 Korean patents in the Seoul Southern District Court, including certain claims from the 324,064 patent that were not addressed by the Korean Patent Court decision.

On or about August 7, 2006 the Company filed in the Seoul Central District Court, located in Seoul, South Korea, two actions against Phicom alleging infringement of certain claims of the Company’s Korean Patent No. 252,457, entitled “Method of Fabricating Interconnections Using Cantilever Elements and Sacrificial Substrates.” The actions include an

13




“injuction” action, which seeks preliminary injuctive relief, and a “merits” action.  For each and all of the actions pending in the Seoul Southern District Court and the Seoul Central District Court, Phicom is asserting defenses to the Company’s claims.

On March 4, 2005, the Company filed a patent infringement lawsuit in the United States District Court for the District of 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 the Company’s 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”. Three of the patents at issue in the U.S. are substantially similar to those at issue in the Company’s litigation with Phicom in Korea. On or about August 2, 2005, Phicom answered the complaint by denying infringement, alleging defenses and asserting counterclaims seeking adjudications on the validity and enforceability of the Company’s patents and whether Phicom is infringing those patents. Phicom’s motion with the Oregon District Court seeking that the lawsuit be transferred to the U.S. District Court for the Northern District of California was denied without prejudice by the District Court. On or about February 7, 2006, the District Court issued a scheduling order as jointly proposed by the parties that culminates in a pretrial conference in or about August 2007, followed by a two to four week trial at a date to be set by the Court. As of the date of this Quarterly Report on Form 10-Q, discovery has begun and the parties have exchanged written preliminary contentions regarding infringement and validity.

The Company has incurred and could in the future incur material legal expenses in connection with these legal proceedings.

One or more third parties have initiated challenges in foreign patent offices against other of the Company’s patents. For example, on or about October 6, 2004, Micronics Japan Co., Ltd. (“MJC”) filed an invalidation proceeding with KIPO relating to the Company’s Korean Patent No. 312,872. After briefing, KIPO dismissed the challenge and upheld the validity of all of the claims of the Company’s Korean Patent No. 312,872. The matter was appealed by MJC to the Korean Patent Court, which rendered a decision finding invalid all of the claims of Patent No. 312,872,  The Company has appealed this decision to the Korean Supreme Court.  MJC also filed a new proceeding in KIPO challenging the validity of the 312,872 patent. On or about April 22, 2005, an action was filed by MJC with KIPO against the Company’s Korean Patent No. 467,997. On or about November 1, 2006, KIPO dismissed MJC’s  challenge and upheld all of the claims of the Company’s Korean Patent No. 467,997. By way of further example, challenges against four of the Company’s Taiwan patents, Taiwan Patent Nos. 83,716 (two challenges), 189,155, 198,158 and 121,535, have been filed in the Taiwan Intellectual Property Office, or TIPO. TIPO has not issued rulings in any of the validity challenge proceedings. While the Company believes that it does not have a material monetary damages exposure in these various invalidity proceedings, it is possible the Company will incur material attorneys’ fees in defending its intellectual property at issue in these challenges.

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 certain of its 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 September 30, 2006.

Lease Obligations

In August 2006 the Company signed an amendment to an existing lease for the remaining 37,439 square feet of the building.  The term of the lease was extended to 15-years.  The total rent obligation over the amended term of the lease is $8.5 million and is accounted for as an operating lease.  The Company also signed a five-year lease for an additional 39,478 square feet of office space in September 2006.  The total rent obligation over the term of the lease is $2.4 million and is accounted for as an operating lease.

Note 9 — Asset Retirement Obligation

The Company accounts for the retirement of tangible long-lived assets and the associated asset retirement costs in accordance with SFAS No. 143, “Accounting for Asset Retirement Obligations”. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. In accordance with SFAS No. 143, the fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is amortized over the life of the asset. The Company’s asset retirement obligation is associated with its commitment to return property subject to operating leases in Jubei City Hsinchu, Taiwan, and Tokyo and Yokohama, Japan to original condition upon lease termination. The Company estimated that as of September 30, 2006, gross expected future cash flows of approximately $0.7 million would be required to fulfill these obligations. The

14




Company has recorded the respective asset retirement obligations and a corresponding increase in leasehold improvements of $0.7 million. This amount represents the present value of expected future cash flows associated with returning the leased property to original condition. The leasehold improvements are being amortized to depreciation and amortization expense over the term of the lease.

Note 10 — Stockholders’ Equity

Comprehensive Income (Loss)

Comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains (losses) on available-for-sale securities, the impact of which has been excluded from net income and reflected as components of stockholders’ equity.

Components of comprehensive income were as follows:

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September
30, 2006

 

September
24, 2005

 

September
30, 2006

 

September
24, 2005

 

 

 

(In thousands)

 

Net income

 

$

15,819

 

$

9,778

 

$

41,868

 

$

19,701

 

Change in unrealized gain (loss) on marketable securities

 

722

 

207

 

199

 

177

 

Foreign currency translation adjustments

 

(29

)

(20

)

46

 

333

 

Comprehensive income

 

$

16,512

 

$

9,965

 

$

42,113

 

$

20,211

 

 

Components of accumulated other comprehensive loss were as follows:

 

September
30, 2006

 

December
31, 2005

 

 

 

(In thousands)

 

Unrealized loss on marketable securities

 

$

(136

)

$

(335

)

Foreign currency translation adjustments

 

22

 

(24

)

Accumulated other comprehensive loss

 

$

(114

)

$

(359

)

 

Note 11 — 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 in accordance with the provisions of SFAS 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 September 30, 2006, the Company had one outstanding foreign exchange forward contract to sell 2,600,000,000 Japanese Yen for $22,090,059 with a contract rate of 117.70 Japanese Yen per U.S. Dollar.

Note 12 — Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. This statement does not require any new fair value measurements; rather, it applies under other accounting pronouncements that require or permit fair value measurements. The provisions of this statement are to be applied prospectively as of the beginning of the fiscal year in which this statement is initially applied, with any transition adjustment recognized as a cumulative-effect adjustment to the opening balance of retained earnings. The provisions of SFAS No. 157 are effective for the fiscal years beginning after November 15, 2007; therefore, the Company anticipates adopting this standard as of January 1, 2008. The Company has not determined the effect, if any, the adoption of this statement will have on its consolidated financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB No. 108”), to eliminate the diversity of practice surrounding how public companies quantify financial statement misstatements. Traditionally, there have been two widely-recognized methods for quantifying the effects of financial statement misstatements: the “roll-over” method and the “iron curtain” method. The roll-over method focuses primarily on the impact of a misstatement on the income statement, including the reversing effect of prior year misstatements, but its use can lead to the accumulation of

15




misstatements in the balance sheet. The iron-curtain method, on the other hand, focuses primarily on the effect of correcting the period-end balance sheet with less emphasis on the reversing effects of prior year errors on the income statement. In SAB No. 108, the SEC Staff established an approach that requires quantification of financial statement misstatements based on the effects of the misstatements on each financial statement and the related financial statement disclosures. This model is commonly referred to as a “dual approach” because it requires quantification of errors under both the iron curtain and the roll-over methods. The Company is required to adopt SAB No. 108 in the fourth quarter of 2006 and is currently evaluating the impact of this interpretation on its consolidated financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 requires that we recognize in the financial statements the impact of a tax position if that position will more likely than not be sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition provisions. FIN 48 is effective for fiscal years beginning after December 15, 2006, and the Company will adopt FIN 48 as of January 1, 2007. The Company is currently evaluating the impact of this interpretation on its consolidated financial statements.

In July 2006, the FASB issued EITF Issue No. 06-3, “How Taxes Collected from Customers and Remitted to Governmental Authorities Should be Presented in the Income Statement (that is, Gross versus Net Presentation).” The adoption of EITF No. 06-3 did not have an impact on the Company’s consolidated financial statements. The Company’s accounting policy has been to present above mentioned taxes on a net basis, excluded from revenues.

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 implied by these statements. These factors include the matters discussed in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2005 and elsewhere in this quarterly report. You should carefully consider the numerous risks and uncertainties described under such sections.

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, prior to singulation, in the front end of the semiconductor manufacturing process. After the fabrication of a semiconductor wafer, the chips on the wafer are again subject to wafer probe test. During wafer probe test, a wafer probe card is mounted in a prober, which is in turn connected to a semiconductor tester, and the wafer probe card is used as an interface to connect electronically with and test individual chips on a wafer. At the core of our product offering are our proprietary technologies, including our MicroSpring interconnect technology and design processes. Our MicroSpring interconnect technology includes a resilient contact element manufactured at our production facilities in Livermore, California. We operate in a single industry segment and have derived our revenues primarily from the sale of wafer probe cards incorporating our MicroSpring interconnect technology.

16




We work closely with our customers to design, develop and manufacture custom wafer probe cards. Each wafer probe card is a custom product that is specific to the chip and wafer designs of the customer. Our customers, in turn, operate in the highly cyclical semiconductor industry and are subject to fluctuations in the demand for their products. Because of the nature of our customers, and our business, our revenue growth is driven in significant part by the number of new semiconductor designs that our customers develop, the technology transitions involved in these designs and our customers’ production volumes. In the past, this has resulted in our being subject to demand fluctuations that have resulted in significant variations of revenues, expenses and results of operations in the periods presented. We expect these fluctuations, and the resulting variations in our financial results, to continue in future periods.

Revenues.  We derive substantially all of our revenues from product sales of wafer probe cards. Wafer probe card sales, including service and non-recurring engineering revenue associated with wafer probe card sales, accounted for virtually all of our revenues in the first nine months of fiscal 2006 and 2005. Revenues from licensing of our design and manufacturing technologies have historically been insignificant. Increases in revenues have resulted from increased demand for our existing products, the introduction of new, more complex products and the penetration of new markets. Revenues from our customers are subject to both quarterly, annual and other fluctuations due to design cycles, technology adoption rates and cyclicality of the different end markets into which our customers’ products are sold.

Cost of Revenues.   Cost of revenues consists primarily of manufacturing materials, payroll and other manufacturing-related overhead. Our manufacturing operations rely upon a limited number of suppliers to provide key components and materials for our products, some of which are a sole source. We order materials and supplies based on backlog and forecasted customer orders. Tooling and setup costs related to changing manufacturing lots at our suppliers are also included in the cost of revenues. We expense all warranty costs and inventory write downs or write-offs as cost of revenues.

We design, manufacture and sell a fully custom product for wafer probe test to semiconductor manufacturers, which operate in an industry subject to significant cyclicality and demand fluctuations. Our wafer probe cards are complex products that are custom to a specific chip design and must be delivered on relatively short lead-times as compared to our overall manufacturing process. As our advanced wafer probe cards are manufactured in low volumes and must be delivered on relatively short lead-times, it is not uncommon for us to acquire production materials and start certain production activities based on estimated production yields and forecasted demand prior to or in excess of actual demand for our wafer probe cards. We record inventory write downs for estimated obsolete and non-saleable inventories equal to the difference between the cost of inventories and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write downs would be required. Once established, the original cost of our inventory less the related inventory write downs represents the new cost basis of such products. Reversal of these reserves is recognized only when the related inventory has been scrapped or sold.

Research and Development.   Research and development expenses include expenses related to product development, engineering and material costs. Almost all research and development costs are expensed as incurred. We plan to continue to invest a significant amount in research and development activities to develop new technologies for current and new markets and new applications 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 sales,marketing, and administrative activities. These expenses also include costs for enforcing our patent rights and regulatory compliance costs. We expect that selling expenses will increase as revenues increase, and we expect that general and administrative expenses will increase to support future revenue growth and build out of global infrastructure to support international customers.

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, contingencies and litigation, and stock-based compensation. 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.

17




Stock-based Compensation. Effective January 1, 2006, we adopted the provisions of SFAS No. 123 (R), which require us to measure all employee stock-based compensation awards using a fair value method and record such expense in our consolidated financial statements. In connection with our implementation of SFAS No. 123 (R), we have included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations certain non-GAAP measures, which are not in accordance with, or an alternative for, generally accepted accounting principles and may be different from non-GAAP measures used by other companies. We believe that our financial presentation in this section, which includes non-GAAP measures and the corresponding GAAP measures, gives our stockholders and other interested persons the benefit of a consistent basis for assessing our financial results for the three and nine months ended September 30, 2006 relative to our historical GAAP financials. Prior historical periods included only stock-based compensation charges related to pre-initial public offering “cheap stock” and restricted stock units accounted for under the provisions of APB No. 25. Our management also uses certain non-GAAP measures when assessing business trends and performance, forecasting and planning future operations, and evaluating our financial performance when compared to prior periods. These non-GAAP measures should be considered along with our GAAP measures.

Results of Operations

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

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September
30, 2006

 

September
24, 2005

 

September
30, 2006

 

September
24, 2005

 

Revenues

 

100.0

%

100.0

%

100.0

%

100.0

%

Cost of revenues

 

48.1

 

54.7

 

48.3

 

56.4

 

Gross margin

 

51.9

 

45.3

 

51.7

 

43.6

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

12.4

 

12.6

 

12.4

 

11.7

 

Selling, general and administrative

 

19.9

 

19.0

 

19.6

 

19.0

 

Total operating expenses

 

32.3

 

31.6

 

32.0

 

30.7

 

Operating income

 

19.6

 

13.7

 

19.7

 

12.9

 

Interest income

 

4.6

 

1.8

 

3.8

 

1.8

 

Other income (expense), net

 

0.1

 

(1.0

)

0.0

 

(0.4

)

Income before income taxes

 

24.3

 

14.5

 

23.5

 

14.3

 

Benefit from (provision for) income taxes

 

(8.0

)

1.2

 

(8.0

)

(2.4

)

Net income

 

16.3

%

15.7

%

15.5

%

11.9

%

 

Three Months Ended September 30, 2006 and September 24, 2005

Revenues

 

Three Months Ended

 

 

 

September 30,

 

September 24,

 

Increase

 

Change

 

 

 

2006

 

2005

 

(decrease)

 

%

 

 

 

(In thousands)

 

Revenues by Market:

 

 

 

 

 

 

 

 

 

DRAM

 

$

70,386

 

$

47,309

 

$

23,077

 

48.8

%

Flash

 

16,675

 

8,715

 

7,960

 

91.3

 

Logic

 

9,696

 

6,350

 

3,346

 

52.7

 

Total Revenues

 

$

96,757

 

$

62,374

 

$

34,383

 

55.1

%

 

Revenues increased 55.1% in the three months ended September 30, 2006 compared with the three months ended September 24, 2005. Strong market demand for our advanced wafer probe cards continued in the third quarter of fiscal 2006 due to a variety of factors, including the increased demand for mobile and consumer applications, the transition to advanced technology nodes such as 90 nanometer and below, as well as the ongoing build-out of 300mm factories.

The majority of our revenues for the three months ended September 30, 2006 were generated by sales of wafer probe cards to manufacturers of DRAM devices. The increase was primarily due to the ongoing transition to advanced technology nodes, such as 90 nanometer and below, the ongoing build-out of 300mm factories and expanded relationships with new customers such as Hynix. Approximately 86% of our DRAM revenues in the third quarter of fiscal 2006 were derived from 90 nanometer and below technology products.

Revenues generated from sales to flash memory device manufacturers increased mainly due to increased demand for our NAND and NOR flash wafer probe cards. Demand for both our NAND and NOR flash wafer probe cards resulted from

18




growing demand for consumer applications which utilize multi-chip packages.  Semiconductors that are integrated into multi-chip packages often benefit from increased wafer level testing to validate device performance before packaging.

Revenues from manufacturers of logic devices increased primarily due to increased demand by the computer data processing market and new customer engagements.  The increased demand is driven by factors such as higher test parallelism migrations to flip-chip packaging and the need for higher device reliability. The majority of our logic revenues in the three months ended September 30, 2006 was derived from sales of wafer probe cards to test high performance flip-chip microprocessor and chipset applications used in personal computer, gaming and graphics applications.

Revenue by Geographic Region

The following table sets forth our revenues by geographic region for the periods indicated.

 

Three Months Ended

 

 

 

September 30,

 

% of

 

September 24,

 

% of

 

 

 

2006

 

Revenues

 

2005

 

Revenues

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Japan

 

$

33,311

 

34.4

%

$

19,079

 

30.6

%

North America

 

30,136

 

31.1

 

25,378

 

40.7

 

Asia Pacific

 

29,479

 

30.5

 

12,336

 

19.8

 

Europe

 

3,831

 

4.0

 

5,581

 

8.9

 

Total Revenues

 

$

96,757

 

100.0

%

$

62,374

 

100.0

%

 

Geographic revenue information is based on the invoicing location of the customer. For example, certain Korean customers purchase through their North American subsidiaries. The increase in revenues in North America was primarily driven by demand for wafer probe cards used to test chips for consumer products. The increase in revenues in Japan was primarily due to increased sales to a manufacturer of DRAM devices. The increase in revenues in Asia Pacific was primarily due to growth in our business with both Taiwanese and Korean customers. The increase in revenues in Europe was primarily due to increased sales to a manufacturer of DRAM devices in this region.

The following customers accounted for more than 10% of our revenues for the three months ended September 30, 2006 and September 24, 2005:

 

 

Three Months Ended

 

 

 

September
30, 2006

 

September
24, 2005

 

Elpida

 

25.0

 

29.0

 

Intel Corporation

 

13.8

 

12.6

 

Hynix

 

10.0

 

 

*

Samsung

 

 

*

19.9

 

Spirox Corporation

 

 

*

18.6

%

 


* Less than 10% of revenues.

Revenues from Spirox Corporation decreased in the three months ended September 30, 2006 compared to the three months ended September 24, 2005 primarily due to our transition to a direct sales model in Taiwan. Until October 17, 2005, we relied upon Spirox Corporation to sell our products in Taiwan. While Spirox continues to serve as our distributor in Singapore, Philippines, Malaysia and China, a significant percentage of their sales occurred in Taiwan.

Gross Margin

 

 

Three Months Ended

 

 

 

September 30,

 

% of

 

September 24,

 

% of

 

 

 

2006

 

Revenues

 

2005

 

Revenues

 

 

 

(in thousands)

 

Gross margin

 

$

50,265

 

51.9.%

 

$

28,286

 

45.3

%

Stock-based compensation expense

 

1,197

 

1.3

 

108

 

0.2

 

Gross margin excluding stock-based compensation

 

$

51,462

 

53.2

%

$

28,394

 

45.5

%

 

19




The increase in gross margin for the three months ended September 30, 2006 compared with the three months ended September 24, 2005 was primarily due to factory productivity and both yield and through-put delivery improvements. These factory improvements and the increased revenue resulted in labor and material efficiencies that were the main drivers for the increased gross margin. Inventory write downs totaled $3.2 million, or 3.4% of revenues for the three months ended September 30, 2006 as compared with $3.2 million, or 5.1% of revenues for the three months ended September 24, 2005 primarily due to excess custom inventory quantities. As our advanced wafer probe cards are manufactured in low volumes and must be delivered on relatively short lead-times, it is not uncommon for us to acquire production materials and start certain production activities based on estimated production yields and forecasted demand prior to or in excess of actual demand for our wafer probe cards. Gross margin for the three months ended September 24, 2005 was impacted by non-recurring factory start up costs of $2.3 million. Stock-based compensation expense increased to $1.2 million for the three months ended September 30, 2006 due to the adoption of SFAS No. 123 (R) in the first quarter of fiscal 2006.

Research and Development

 

 

Three Months Ended

 

 

 

September 30,

 

% of

 

September 24,

 

% of

 

 

 

2006

 

Revenues

 

2005

 

Revenues

 

 

 

(in thousands)

 

Research and development

 

$

11,994

 

12.4

%

$

7,881

 

12.6

%

Stock-based compensation expense

 

1,433

 

1.5

 

181

 

0.3

 

Research and development excluding stock-based compensation

 

$

10,561

 

10.9

%

$

7,700

 

12.3

%

 

The increase in research and development expenses in absolute dollars was mainly due to an increase of approximately $2.3 million in personnel costs and an increase of $1.3 million in stock-based compensation expense due to the adoption of SFAS No. 123 (R) in the first quarter of fiscal 2006. Research and development expenses increased mainly due to our investment in the development of our Harmony architecture, fine pitch memory and logic products, advanced MicroSpring interconnect technology and new process technologies. We are also making incremental investments in new technologies and products as we focus on new market opportunities.

Selling, General and Administrative

 

 

Three Months Ended

 

 

 

September 30,

 

% of

 

September 24,

 

% of

 

 

 

2006

 

Revenues

 

2005

 

Revenues

 

 

 

(in thousands)

 

Selling, general and administrative

 

$

19,321

 

19.9.%

 

$

11,871

 

19.0

%

Stock-based compensation expense

 

3,346

 

3.4

 

1,216

 

1.9

 

Selling, general and administrative excluding stock-based compensation

 

$

15,975

 

16.5

%

$

10,655

 

17.1

%

 

The increase in selling, general and administrative expenses in absolute dollars was mainly due to an increase of approximately $4.1 million in personnel related expenses and an increase of $2.1 million in stock-based compensation expense due to the adoption of SFAS No. 123 (R) in the first quarter of fiscal 2006.

Interest and Other Income (Expense), Net

 

Three Months Ended

 

 

 

September 30,

 

% of

 

September 24,

 

% of

 

 

 

2006

 

Revenues

 

2005

 

Revenues

 

 

 

(in thousands)

 

Interest income

 

$

4,485

 

4.6

%

$

1,116

 

1.8

%

Other income (expense), net

 

$

59

 

0.1

%

$

(630

)

(1.0

)%

 

The increase in interest income was due to larger cash, cash equivalents and marketable securities balances throughout the third quarter of fiscal 2006 compared to the third quarter of fiscal 2005 and higher interest rates, resulting in higher interest income earned. Cash, cash equivalents, restricted cash and marketable securities increased to $459.7 million at September 30, 2006 compared with $203.8 million at September 24, 2005. We completed an equity follow-on offering in March 2006, which resulted in net proceeds of $182.0 million. Other income (expense) for the three months ended September 30, 2006 and September 24, 2005 was mainly comprised of foreign currency gains (losses), primarily related to Japanese Yen.

20




Provision for Income Taxes

 

Three Months Ended

 

 

 

September 30,

 

Effective

 

September 24,

 

Effective

 

 

 

2006

 

Tax Rate

 

2005

 

Tax Rate

 

 

 

(in thousands)

 

Benefit from (provision for) income taxes

 

$

(7,675

)

32.7

%

$

758

 

(8.4

)%

 

Our effective tax rate for the three months ended September 30, 2006 and September 24, 2005 was 32.7% and (8.4%), respectively.  The increase in the effective tax rate between this year and last was primarily due to lower federal research and development tax credits, due to the expiration of the credit on December 31, 2005, and non-deductible stock based compensation expense resulting from the adoption of SFAS No. 123 (R). In addition, our tax provisions for both 2006 and 2005 benefited from the expiration of the statute of limitations for certain previously provided tax reserves.  The benefit provision for September 24, 2005 also reflected the impact of $3.0 million related to a research and development tax credit study.

Nine Months Ended September 30, 2006 and September 24, 2005

Revenues

 

Nine Months Ended

 

 

 

September 30,

 

September 24,

 

Increase

 

Change

 

 

 

2006

 

2005

 

(decrease)

 

%

 

 

 

(In thousands)

 

Revenues by Market:

 

 

 

 

 

 

 

 

 

DRAM

 

$

203,631

 

$

128,135

 

$

75,496

 

58.9

%

Flash

 

41,247

 

23,545

 

17,702

 

75.2

 

Logic

 

25,642

 

13,996

 

11,646

 

83.2

 

Total Revenues

 

$

270,520

 

$

165,676

 

$

104,844

 

63.3

%

 

Revenues increased 63.3% in the nine months ended September 30, 2006 compared with the nine months ended September 24, 2005. The increase was mainly driven by strong market demand for our advanced wafer probe cards due to a variety of factors, including the increased demand for mobile and consumer applications, increased design activity and bit growth, the transition to advanced technology nodes such as 90 nanometer and below, and the ongoing build-out of 300mm factories.

The majority of our revenues for the nine months ended September 30, 2006 were generated by sales of wafer probe cards to manufacturers of DRAM devices. The increase was primarily due to the ongoing transition to advanced technology nodes, such as 90 nanometer and below, the conversion to DDR II and the ongoing build-out of 300mm factories. Approximately 77% of our DRAM revenues in the first nine months of fiscal 2006 were derived from 90 nanometer and below technology products.

Revenues generated from sales to flash memory device manufacturers increased for both our NAND and NOR flash wafer probe cards. Consumer applications which utilize multi-chip packages were a major driver for both categories of flash devices.

Revenues from manufacturers of logic devices increased primarily due to increased demand for high parallelism test products. The majority of our logic revenues in the nine months ended September 30, 2006 was derived from sales of wafer probe cards to test high performance flip chip microprocessor and chipset applications used in personal computer, gaming and graphics applications.

21




Revenue by Geographic Region

The following table sets forth our revenues by geographic region for the periods indicated.

 

Nine Months Ended

 

 

 

September 30,

 

% of

 

September 24,

 

% of

 

 

 

2006

 

Revenues

 

2005

 

Revenues

 

 

 

(In thousands)

 

Asia Pacific

 

$

90,357

 

33.4

%

$

52,529

 

31.7

%

Japan

 

82,687

 

30.6

 

35,783

 

21.6

 

North America

 

80,198

 

29.6

 

60,483

 

36.5

 

Europe

 

17,278

 

6.4

 

16,881

 

10.2

 

Total Revenues

 

$

270,520

 

100.0

%

$

165,676

 

100.0

%

 

Geographic revenue information is based on the invoicing location of the customer. For example, certain Korean customers purchase through their North American subsidiaries. The increase in revenues in North America was primarily driven by demand for wafer probe cards used to test chips for consumer and mobile products. The increase in revenues in Japan was primarily due to increased sales to a manufacturer of DRAM devices. The increase in revenues in Asia Pacific was primarily due to growth in our business with Taiwanese customers. The increase in revenues in Europe was primarily due to increased sales to a manufacturer of DRAM devices in this region.

The following customers accounted for more than 10% of our revenues for the nine months ended September 30, 2006 and September 24, 2005:

 

 

Nine Months Ended

 

 

 

September
30, 2006

 

September
24, 2005

 

Elpida

 

23.4

 

18.4

 

Powerchip

 

13.4

 

 

*

Intel Corporation

 

11.8

 

10.7

 

Samsung

 

 

*

18.4

 

Spirox Corporation

 

 

*

25.7

%

 


* Less than 10% of revenues.

Revenues from Spirox Corporation decreased in the nine months ended September 30, 2006 compared to the nine months ended September 24, 2005 primarily due to our transition to a direct sales model in Taiwan. Until October 17, 2005, we relied upon Spirox Corporation to sell our products in Taiwan (including Powerchip). While Spirox continues to serve as our distributor in Singapore, Philippines, Malaysia and China, a significant percentage of their sales occurred in Taiwan.

Gross Margin

 

 

Nine Months Ended

 

 

 

September 30,

 

% of

 

September 24,

 

% of

 

 

 

2006

 

Revenues

 

2005

 

Revenues

 

 

 

(in thousands)

 

Gross margin

 

$

139,821

 

51.7

%

$

72,192

 

43.6

%

Stock-based compensation expense

 

2,735

 

1.0

 

379

 

0.2

 

Gross margin excluding stock-based compensation

 

$

142,556

 

52.7

%

$

72,571

 

43.8

%

 

The increase in gross margin in the nine months ended September 30, 2006 compared with the nine months ended September 24, 2005 was primarily due to factory productivity, yield improvements and product mix enabling revenue growth, which in turn improved gross margin. The increase was offset in part by an increase in our inventory write downs.  Inventory write downs increased to $9.2 million, or 3.4% of revenues for the nine months ended September 30, 2006 as compared with $8.1 million, or 4.9% of revenues for the nine months ended September 24, 2005 primarily due to excess custom inventory quantities. As our advanced wafer probe cards are manufactured in low volumes and must be delivered on relatively short lead-times, it is not uncommon for us to acquire production materials and start certain production activities based on estimated production yields and forecasted demand prior to or in excess of actual demand for our wafer probe cards. Gross margin for the nine months ended September 24, 2005 was impacted by non-recurring factory start up costs of $11.5 million. Stock-based compensation expense increased by $2.4 million for the nine months ended September 30, 2006 due to the adoption of SFAS No. 123 (R) in the first quarter of fiscal 2006.

22




Research and Development

 

 

Nine Months Ended

 

 

 

September 30,

 

% of

 

September 24,

 

% of