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FormFactor 10-Q 2014

Documents found in this filing:

  1. 10-Q
  2. Ex-31.01
  3. Ex-31.02
  4. Ex-32.01
  5. Ex-32.01
FORM-2014.06.28-10Q
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
(Mark one)
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 28, 2014
 
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
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
7005 Southfront Road, Livermore, California 94551
(Address of principal executive offices, including zip code)
 
(925) 290-4000
(Registrant’s telephone number, including area code)
 ______________________________________

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 ý  No o
 
Indicate by check mark whether the registrant submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of the Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý  No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated filer o
 
Accelerated filer x
 
 
 
Non-accelerated filer o
 
Smaller reporting company o
(Do not check if a smaller reporting company)
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No ý
 
As of July 31, 2014, 56,378,144 shares of the registrant’s common stock, par value $0.001 per share, were outstanding.
 



FORMFACTOR, INC.
 
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED June 28, 2014

INDEX

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2



PART I. FINANCIAL INFORMATION
 
Item 1. Financial Statements (Unaudited)
 
FORMFACTOR, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 28,
2014
 
June 29, 2013
 
June 28, 2014
 
June 29, 2013
Revenues
$
67,352

 
$
62,733

 
$
123,311

 
$
115,353

Cost of revenues
47,328

 
46,328

 
90,962

 
89,873

Gross profit
20,024

 
16,405

 
32,349

 
25,480

Operating expenses:
 

 
 

 
 

 
 
Research and development
11,074

 
10,915

 
20,821

 
21,844

Selling, general and administrative
13,191

 
13,487

 
25,445

 
28,105

Restructuring charges, net
59

 
92

 
2,056

 
4,072

Loss on sale of subsidiary

 
300

 

 
300

Impairment of long-lived assets

 
121

 
743

 
179

Total operating expenses
24,324

 
24,915

 
49,065

 
54,500

Operating loss
(4,300
)
 
(8,510
)
 
(16,716
)
 
(29,020
)
Interest income, net
79

 
96

 
158

 
203

Other income (expense), net
(156
)
 
209

 
(222
)
 
632

Loss before income taxes
(4,377
)
 
(8,205
)
 
(16,780
)
 
(28,185
)
Provision (benefit) for income taxes
(51
)
 
202

 
257

 
(5
)
Net loss
$
(4,326
)
 
$
(8,407
)
 
$
(17,037
)
 
$
(28,180
)
Net loss per share:
 

 
 

 
 
 
 
Basic and diluted
$
(0.08
)
 
$
(0.16
)
 
$
(0.31
)
 
$
(0.52
)
Weighted-average number of shares used in per share calculations:
 

 
 

 
 
 
 
Basic and diluted
55,812

 
54,105

 
55,431

 
53,886

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

3



FORMFACTOR, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 28,
2014
 
June 29,
2013
 
June 28,
2014
 
June 29,
2013
Net loss
$
(4,326
)
 
$
(8,407
)
 
$
(17,037
)
 
$
(28,180
)
Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
297

 
(486
)
 
438

 
(1,565
)
Unrealized gains (losses) on available-for-sale marketable securities
22

 
(73
)
 
24

 
(122
)
Other comprehensive income (loss), net of tax
319

 
(559
)
 
462

 
(1,687
)
Comprehensive loss
$
(4,007
)
 
$
(8,966
)
 
$
(16,575
)
 
$
(29,867
)

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


4



FORMFACTOR, INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
 
June 28,
2014
 
December 28,
2013
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
69,859

 
$
59,196

Marketable securities
79,182

 
91,895

Accounts receivable, net
41,962

 
30,189

Inventories, net
22,050

 
20,707

Deferred tax assets
2,841

 
2,776

Refundable income taxes
782

 
782

Prepaid expenses and other current assets
7,476

 
6,106

Total current assets
224,152

 
211,651

Restricted cash
435

 
435

Property, plant and equipment, net
29,210

 
35,190

Goodwill
30,731

 
30,731

Intangibles, net
47,326

 
57,470

Deferred tax assets
3,983

 
3,960

Other assets
1,291

 
1,271

Total assets
$
337,128

 
$
340,708

LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 


Current liabilities:
 

 


Accounts payable
$
18,388

 
$
16,313

Accrued liabilities
17,205

 
13,985

Capital leases, current portion

 
270

Income taxes payable
493

 
172

Deferred revenue
7,238

 
7,030

Total current liabilities
43,324

 
37,770

Long-term income taxes payable
2,318

 
2,497

Deferred tax liabilities
3,029

 
3,029

Deferred rent and other liabilities
3,443

 
3,326

Total liabilities
52,114

 
46,622

Commitments and contingencies (Note 17)


 


Stockholders’ equity:
 

 
 
Preferred stock, $0.001 par value:
 

 
 
10,000,000 shares authorized; no shares issued and outstanding at June 28, 2014 and December 28, 2013, respectively

 

Common stock, $0.001 par value:
 

 

250,000,000 shares authorized; 56,112,677 and 54,649,600 shares issued and outstanding at June 28, 2014 and December 28, 2013, respectively
56

 
55

Additional paid-in capital
703,133

 
695,631

Accumulated other comprehensive gain (loss)
213

 
(249
)
Accumulated deficit
(418,388
)
 
(401,351
)
Total stockholders’ equity
285,014

 
294,086

Total liabilities and stockholders’ equity
$
337,128

 
$
340,708

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

5



FORMFACTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Six Months Ended
 
June 28, 2014
 
June 29, 2013
Cash flows from operating activities:
 

 
 

Net loss
(17,037
)
 
(28,180
)
Adjustments to reconcile net loss to net cash used in operating activities:
 

 
 

Depreciation and amortization
16,185

 
14,572

Amortization of discount on investments
168

 
145

Stock-based compensation expense
6,089

 
6,167

Deferred income tax (benefit) provision
(46
)
 
146

Provision (recovery) for doubtful accounts receivable
1

 
(19
)
Provision for excess and obsolete inventories
3,830

 
4,879

Loss on disposal and write-off of long-lived assets
2

 
318

Impairment of long-lived assets
743

 
179

Loss on sale of subsidiary

 
300

Non-cash restructuring
600

 
2,743

Foreign currency transaction (gains) losses
(178
)
 
171

Changes in assets and liabilities:
 

 
 

Accounts receivable
(11,633
)
 
(10,667
)
Inventories
(5,170
)
 
(7,558
)
Prepaid expenses and other current assets
(436
)
 
3,494

Refundable income taxes

 
4,357

Other assets

 
453

Accounts payable
2,400

 
5,124

Accrued liabilities
3,500

 
(2,562
)
Income tax payable
140

 
215

Deferred rent and other liabilities
112

 
31

Deferred revenues
209

 
97

Net cash used in operating activities
(521
)
 
(5,595
)
Cash flows from investing activities:
 

 
 

Acquisition of property, plant and equipment
(2,994
)
 
(5,071
)
Proceeds (use of cash) from sale of subsidiary
54

 
(266
)
Purchases of marketable securities
(31,693
)
 
(51,053
)
Proceeds from maturities of marketable securities
44,275

 
44,970

Change in restricted cash

 
(103
)
Proceeds from sale of marketable securities

 
2,000

Net cash provided by (used in) investing activities
9,642

 
(9,523
)
Cash flows from financing activities:
 

 
 

Proceeds from issuances of common stock
1,426

 
1,326

Purchase and retirement of common stock

 
(5
)
Payments made on capital leases
(271
)
 
(331
)
Net cash provided by financing activities
1,155

 
990

Effect of exchange rate changes on cash and cash equivalents
387

 
(955
)
Net decrease in cash and cash equivalents
10,663

 
(15,083
)
Cash and cash equivalents, beginning of period
59,196

 
72,243

Cash and cash equivalents, end of period
$
69,859

 
$
57,160

 
 
 
 

6



FORMFACTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
 
 
 
 
 
 
Supplemental cash flow disclosures:
 

 
 

Changes in accounts payable and accrued liabilities related to property, plant and equipment purchases
$
(394
)
 
$
(1,111
)
Income and property taxes paid (refunded), net
$
123

 
$
(4,397
)
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

7



FORMFACTOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) 

Note 1 — Basis of Presentation and Summary of Significant Accounting Policies
 
Basis of presentation. The accompanying unaudited condensed consolidated interim financial statements of FormFactor, Inc. and our subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Our 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 to fairly present our financial position, results of operations and cash flows have been included. Operating results for the three and six months ended June 28, 2014 are not necessarily indicative of the results that may be expected for the year ending December 27, 2014, or for any other period. The balance sheet at December 28, 2013 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The condensed consolidated financial statements include our accounts as well as those of our wholly-owned subsidiaries after elimination of all inter-company balances and transactions.
 
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates, and may result in material effects on our consolidated operating results and financial position. 

These financial statements and notes should be read with the consolidated financial statements and notes for the year ended December 28, 2013 included in our Annual Report on Form 10-K filed with the SEC on March 7, 2014.
 
Fiscal year. We operate on a 52/53 week fiscal year, whereby the fiscal year ends on the last Saturday of December. Fiscal 2014 and 2013 each contain 52 weeks and the three and six months ended June 28, 2014 and June 29, 2013 each contained 13 and 26 weeks, respectively. Fiscal 2014 will end on December 27, 2014.

Critical Accounting Policies. Our critical accounting policies have not changed during the three and six months ended June 28, 2014 from those disclosed in our Annual Report on Form 10-K for the year ended December 28, 2013.

Reclassifications. Certain reclassifications have been made to the prior year's Consolidated Balance Sheet to conform to the current period presentation.


Note 2 — Recent Accounting Pronouncements

 In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers". The guidance requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. The guidance also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The standard permits the use of either the retrospective or cumulative effect transition method.

This guidance will replace most existing revenue recognition guidance in United States generally accepted accounting principles when it becomes effective, which for us will be at the beginning of the first quarter of fiscal year 2017 using one of two prescribed transition methods. Early adoption is not permitted. We are evaluating the impact of the revenue recognition guidance on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting.


Note 3 — Concentration of Credit and Other Risks
 
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, marketable securities and trade receivables. Our cash equivalents and marketable securities are held in safekeeping by large,

8



credit worthy financial institutions. We invest our excess cash primarily in U.S. banks, government and agency bonds, money market funds and corporate obligations. We have established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity. Deposits in these banks may exceed the amounts of insurance provided on such deposits. To date, we have not experienced any losses on our deposits of cash and cash equivalents.
We market and sell our products to a narrow base of customers and generally do not require collateral. The following customers accounted for more than 10% of our revenues for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 28, 2014
 
June 29, 2013
 
June 28, 2014
 
June 29, 2013
SK Hynix
21.4
%
 
20.1
%
 
19.5
%
 
19.7
%
Intel
19.5

 
14.6

 
18.0

 
16.1

Micron
12.2

 
*

 
13.5

 
*

 
53.1
%
 
34.7
%
 
51.0
%
 
35.8
%
*
Less than 10% of revenues.
At June 28, 2014, two customers accounted for 22% and 14% of gross accounts receivable. At December 28, 2013, three customers accounted for approximately 21%, 15% and 11% of gross accounts receivable. No other customers accounted for more than 10% of gross accounts receivable at either of these fiscal period ends. We operate in the intensely competitive semiconductor industry, including the Dynamic Random Access Memory, or DRAM, Flash memory, and System-on-Chip, or SoC markets, which have been characterized by price erosion, rapid technological change, short product life, cyclical market patterns and heightened foreign and domestic competition. Significant technological changes in the industry could adversely affect our operating results.
Certain components for our wafer probe card products that meet our requirements are available only from a limited number of suppliers. The rapid rate of technological change and the necessity of developing and manufacturing products with short life cycles may intensify our reliance on such suppliers. The inability to obtain components as required, or to develop alternative sources, if and as required in the future, could result in delays or reductions in product shipments, which in turn could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Note 4 — Goodwill and Intangible Assets

Goodwill recorded from the acquisition of MicroProbe on October 16, 2012 was $30.7 million as of June 28, 2014 and remained unchanged from the amounts recorded as of December 28, 2013. The Company has not recorded any historical goodwill impairments as of June 28, 2014.

The changes in intangible assets during the six months ended June 28, 2014 and the net book value of intangible assets as of June 28, 2014 and December 28, 2013 were as follows (in thousands):
 
 
Intangible Assets, Gross Amount
 
Accumulated Amortization
 
Intangible Assets, Net
 
Weighted Average Useful Life
Other Intangible Assets (1)
 
December 28, 2013
 
Additions/Disposals
 
June 28, 2014
 
December 28, 2013
 
Expense, net
 
June 28, 2014
 
December 28, 2013
 
June 28, 2014
 
June 28, 2014
Existing developed technologies
 
$
51,248

 
$

 
$
51,248

 
$
18,955

 
$
8,798

 
$
27,753

 
$
32,293

 
$
23,495

 
2.0
Trade name
 
4,388

 

 
4,388

 
530

 
220

 
750

 
3,858

 
3,638

 
8.3
Customer relationships
 
17,000

 

 
17,000

 
2,581

 
1,126

 
3,707

 
14,419

 
13,293

 
6.3
Total finite-lived intangible assets
 
72,636

 

 
72,636

 
22,066

 
10,144

 
32,210

 
50,570

 
40,426

 
 
In-process research and development
 
6,900

 

 
6,900

 

 

 

 
6,900

 
6,900

 
 
Total intangible assets
 
$
79,536

 
$

 
$
79,536

 
$
22,066

 
$
10,144

 
$
32,210

 
$
57,470

 
$
47,326

 
 
(1) Excludes fully amortized intangible assets

9




The in-process research and development ("IPR&D") assets are classified as indefinite lived intangible assets that are not currently subject to amortization but are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The IPR&D assets will be subject to amortization upon completion of their respective research projects and at the start of commercialization. The fair values assigned to IPR&D assets were determined using the income approach based on estimates and judgments regarding risks inherent in the development process, including the likelihood of achieving technological success and market acceptance. If an IPR&D project is abandoned, the acquired technology attributable to the project will be expensed in the Condensed Consolidated Statement of Operations.
For the three and six months ended June 28, 2014, amortization expense of $4.4 million and $0.7 million, and $8.8 million and $1.4 million, respectively, was included in the cost of revenues and selling, and general and administrative expenses. For the three and six months ended June 29, 2013, amortization expense of $3.4 million and $0.8 million, and $7.0 million and $1.5 million, respectively, was included in cost of revenues and selling, general and administrative expenses.
Based on the carrying values of the finite-lived intangible assets recorded as of June 28, 2014 and assuming no subsequent additions to or impairment of the underlying assets, the remaining estimated annual amortization expense is expected to be as follows (in thousands):
Fiscal Year
 
Amount
2014
 
$
8,637

2015
 
12,739

2016
 
8,720

2017
 
2,551

2018
 
2,501

and thereafter
 
5,278

Total
 
$
40,426



Note 5 — Restructuring Charges
 
Restructuring charges include costs related to employee termination benefits, cost of long-lived assets abandoned or impaired, as well as contract termination costs. Restructuring charges are reflected separately as "Restructuring charges, net" in the Condensed Consolidated Statements of Operations. A summary of the actions we have taken during the six months ended June 28, 2014 and June 29, 2013, the purpose of which were to improve operating efficiency, streamline and simplify our operations and reduce our operating costs, are discussed below.

2014 Restructuring Activities

On January 27, 2014, we announced a global organizational restructuring and cost reduction plan (the "Q1 2014 Restructuring Plan"). As part of the plan, the Company eliminated 52 full-time employees. In addition, we reduced our temporary workforce by 9 positions. We recorded $2.0 million of restructuring charges during the first fiscal quarter of fiscal 2014, which was comprised of $1.4 million in severance and related benefits and $0.6 million in impairment charges for certain equipment that would no longer be utilized. During the three months ended June 28, 2014, we eliminated an additional 2 full-time employees and recorded $59 thousand in severance charges.

The liabilities we accrued represent our best estimate of the obligations we expect to incur and could be subject to adjustment as market conditions change. The activities comprising these restructuring activities and the related cash payments were completed and paid by June 28, 2014.

2013 Restructuring Activities

In the first quarter of fiscal 2013, we implemented a restructuring plan (the "Q1 2013 Restructuring Plan") which resulted in the reduction of our global workforce by 31 employees across the organization. In addition we reduced our temporary workforce by approximately 20 positions. We also suspended development activities and engineering efforts for our next generation DRAM Matrix platform and terminated development activities for a certain SoC product platform. We recorded
$4.0 million of restructuring charges during the first quarter of fiscal 2013, which was comprised of $1.3 million in severance and related benefits and $2.7 million in impairment charges for certain equipment that would no longer be utilized. In the

10



second quarter of fiscal 2013, we recorded $0.1 million of severance and related benefits due to the reduction of 4 employees across the organization. The activities comprising these restructuring activities were completed in fiscal 2013.

The activities in the restructuring accrual for the six months ended June 28, 2014 were as follows (in thousands):
 
 
Employee Severance and Benefits
 
Property and Equipment Impairment
 
Total
Accrual at December 28, 2013
$
138

 
$

 
$
138

Restructuring charges
1,456

 
600

 
2,056

Cash payments
(1,592
)
 

 
(1,592
)
Asset impairments

 
(600
)
 
(600
)
Non-cash settlements
(2
)
 

 
(2
)
Accrual at June 28, 2014
$

 
$

 
$


The activities in the restructuring accrual for the six months ended June 29, 2013 were as follows (in thousands)

 
Employee Severance and Benefits
 
Property and Equipment Impairment
 
Contract Termination and Other Costs
 
Total
Accrual at December 29, 2012
$
548

 
$

 
$
68

 
$
616

Restructuring charges
1,468

 
2,743

 
14

 
4,225

Cash payments
(1,552
)
 
(32
)
 
(17
)
 
(1,601
)
Asset impairment

 
(2,743
)
 

 
(2,743
)
Adjustment to restructuring charges
(152
)
 
(5
)
 

 
(157
)
Other settlements
9

 
37

 
(65
)
 
(19
)
Accrual at June 29, 2013
$
321

 
$

 
$

 
$
321



Note 6 — Fair Value
Assets Measured at Fair Value on a Recurring Basis
 
We measure and report certain assets and liabilities at fair value on a recurring basis, including money market funds, U.S. Treasury securities, agency securities, commercial paper and foreign currency derivatives (see Note 18 to the Condensed Consolidated Financial Statements - Derivative Financial Instruments, for a discussion of fair value of foreign currency derivatives).

Fair value measured on a recurring basis as of June 28, 2014 was as follows (in thousands): 
 
Level 1
 
Level 2
 
Total
Assets:
 
 
 
 
 
Cash equivalents
 
 
 
 
 
Money market funds
$
33,832

 
$

 
$
33,832

Commercial paper

 
2,100

 
2,100

Marketable securities
 
 
 
 
 
U.S. Treasuries

 
51,434

 
51,434

Agency securities (Federal)

 
27,748

 
27,748

Total
$
33,832

 
$
81,282

 
$
115,114


    


11




Fair value measured on a recurring basis as of December 28, 2013 was as follows (in thousands):

 
 
Level 1
 
Level 2
 
Total
Assets:
 
 
 
 
 
Cash equivalents
 
 
 
 
 
Money market funds
$
27,943

 
$

 
$
27,943

Commercial paper

 
11,623

 
11,623

Marketable securities
 
 
 
 
 
U.S. Treasuries

 
49,014

 
49,014

Agency securities (Federal)

 
31,258

 
31,258

Total
$
27,943

 
$
91,895

 
$
119,838

 
The Level 1 assets consist of our money market fund deposits. The Level 2 assets consist of our available-for-sale investment portfolio, which are valued utilizing a market approach. Our investments are priced by pricing vendors who provided observable inputs for their pricing without applying significant judgment. Broker pricing is used mainly when a quoted price is not available, the investment is not priced by our pricing vendors or when a broker price is more reflective of fair values in the market in which the investment trades. Our broker-priced investments are labeled as Level 2 investments because fair values of these investments are based on similar assets without applying significant judgments. In addition, all of our investments have a sufficient level of trading volume to demonstrate that the fair values used are appropriate for these investments.
We did not have any transfers of assets measured at fair value on a recurring basis to or from Level 1 and Level 2 during each of the three and six months ended June 28, 2014 and June 29, 2013.
Assets Measured at Fair Value on a Non-Recurring Basis

There were no assets measured at fair value on a nonrecurring basis during the three and six months ended June 28, 2014.


Note 7 — Marketable Securities
 
We classify our marketable securities as available-for-sale. All marketable securities represent the investment of funds available for current operations, notwithstanding their contractual maturities. Such marketable securities are recorded at fair value and unrealized gains and losses are recorded in accumulated other comprehensive income until realized.
 
Marketable securities at June 28, 2014 consisted of the following (in thousands):
 
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
U.S. Treasuries
$
51,377

 
$
57

 
$

 
$
51,434

Agency securities (Federal)
27,748

 
1

 
(1
)
 
27,748

 
$
79,125

 
$
58

 
$
(1
)
 
$
79,182

 

Marketable securities at December 28, 2013 consisted of the following (in thousands):
 
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
U.S. Treasuries
$
48,991

 
$
33

 
$
(10
)
 
$
49,014

Commercial paper
11,623

 

 

 
11,623

Agency securities (Federal)
31,261

 
1

 
(4
)
 
31,258

 
$
91,875

 
$
34

 
$
(14
)
 
$
91,895

 

12



The marketable securities with gross unrealized losses have been in a loss position for less than twelve months as of June 28, 2014 and December 28, 2013, respectively.
 
When evaluating the investments for other-than-temporary impairment, we review factors such as the length of time and extent to which fair value has been below the amortized cost basis, review of current market liquidity, interest rate risk, the financial condition of the issuer, as well as credit rating downgrades. We believe that the unrealized losses are not other-than-temporary. We do not have a foreseeable need to liquidate the portfolio and anticipate recovering the full cost of the securities either as market conditions improve or as the securities mature.
 
Contractual maturities of marketable securities as of June 28, 2014 were as follows (in thousands):

 
 
Amortized Cost
 
Fair Value
Due in one year or less
$
51,744

 
$
51,765

Due after one year to five years
27,381

 
27,417

 
$
79,125

 
$
79,182

 
Realized gains and losses on sales and maturities of marketable securities were immaterial for the three and six months ended June 28, 2014 and June 29, 2013, respectively.


Note 8 — Allowance for Doubtful Accounts

A reconciliation of the changes in our allowance for doubtful accounts receivable for the six months ended June 28, 2014 and June 29, 2013, respectively, is as follows (in thousands):

 
 
June 28,
2014
 
June 29,
2013
Balance at beginning of period
$
265

 
$
290

Additions
5

 

Reductions
(4
)
 
(19
)
Balance at end of period
$
266

 
$
271



Note 9 — Inventories
 
Inventories consisted of the following (in thousands):
 
June 28,
2014
 
December 28,
2013
Raw materials
$
7,695

 
$
7,411

Work-in-progress
12,088

 
10,531

Finished goods
2,267

 
2,765

 
$
22,050

 
$
20,707



Note 10 — Warranty

A reconciliation of the changes in our warranty liability for the six months ended June 28, 2014 and June 29, 2013, respectively, is as follows (in thousands):

13



 
June 28,
2014
 
June 29,
2013
Balance at beginning of period
$
691

 
$
734

   Accruals
1,260

 
109

   Settlements
(1,066
)
 
(532
)
Balance at the end of period
$
885

 
$
311



Note 11 — Long-lived Assets
 
Impairment of long-lived assets
 
During the three months ended June 28, 2014, we did not record any asset impairment charges. During the six months ended June 28, 2014, we recorded $0.7 million of impairments related to manufacturing assets we no longer utilize. During the three and six months ended June 29, 2013, we recorded $0.1 million and $0.2 million, respectively, of impairments related to manufacturing assets we no longer utilize. These charges are included in "Impairments of long-lived assets" in the Condensed Consolidated Statements of Operations in their respective periods.

During the three months ended June 28, 2014, we wrote-off fully depreciated assets with an acquired cost of $0.8 million.

Long-lived Assets
 
Property, plant and equipment consisted of the following (in thousands):
 
 
June 28,
2014
 
December 28,
2013
Building
$

 
$
790

Machinery and equipment
146,343

 
143,463

Computer equipment and software
34,612

 
34,547

Capital leases

 
866

Furniture and fixtures
5,513

 
5,495

Leasehold improvements
67,552

 
67,384

Sub total
254,020

 
252,545

Less: accumulated depreciation and amortization
(226,707
)
 
(221,346
)
Net long-lived assets
27,313

 
31,199

Construction-in-progress
1,897

 
3,991

Total
$
29,210

 
$
35,190



Assets held for sale

During the six months ended June 28, 2014, we reclassified $0.8 million of building and $0.5 million of machinery and equipment from "Property, plant and equipment, net" to "Prepaid expenses and other current assets" in our balance sheet as these assets were identified as held for sale as of June 28, 2014. The sale of the building closed during the third quarter of fiscal 2014 and we will record a gain of $0.2 million on the sale during the third quarter of fiscal 2014.

Refer to Note 4 to the Condensed Consolidated Financial Statements - Goodwill and Intangible Assets for further details relating to our intangible long-lived assets.


Note 12 — Accumulated Other Comprehensive Gain (Loss)
 
Accumulated other comprehensive loss includes foreign currency translation adjustments and unrealized losses on available-for-sale securities. Components of accumulated other comprehensive loss were as follows (in thousands):

14



 
 
June 28,
2014
 
December 28,
2013
Unrealized loss on marketable securities, net of tax of $441 at June 28, 2014 and $428 at December 29, 2013, respectively
$
(385
)
 
$
(409
)
Cumulative translation adjustments
598

 
160

Accumulated other comprehensive gain (loss)
$
213

 
$
(249
)

Note 13 — Stockholders’ Equity
 
Restricted Stock Units
 
Restricted stock unit activity under our equity incentive plans during the six months ended June 28, 2014 is set forth below:
 
 
Units
 
Weighted Average Grant Date Fair Value
Restricted stock units at December 28, 2013
2,929,639

 
$
5.88

Awards granted
1,900,000

 
6.52

Awards vested
(1,142,158
)
 
6.40

Awards canceled
(234,981
)
 
6.00

Restricted stock units at June 28, 2014
3,452,500

 
$
6.05


On May 5, 2014, we issued 350,000 shares of restricted stock units to seven senior executives of our company that will vest based on certain market performance criteria. The performance criteria are based on the Company's Total Shareholder Return (TSR) for the period from April 1, 2014 to March 31, 2016 relative to the TSR of the companies identified as being part of the S&P Semiconductor Select Industry Index (FormFactor peer companies), as of April 1, 2014. The compensation cost will be recognized ratably over the requisite service period. As of June 28, 2014, we recorded $0.1 million of stock-based compensation expense related to these awards.

The total fair value of restricted stock units vested during the three and six months ended June 28, 2014 and June 29, 2013 was $4.3 million and $7.1 million, and $3.5 million and $5.7 million, respectively.

Stock Options
 
During the three and six months ended June 28, 2014 and June 29, 2013, we did not grant any stock options.


Note 14 — Stock-Based Compensation
 
We account for all stock-based compensation to employees and directors, including grants of stock options, as stock-based compensation costs based on the fair value measured as of the date of grant. These costs are recognized as an expense in the Condensed Consolidated Statements of Operations over the requisite service period.


15



The table below shows stock-based compensation charges included in the Condensed Consolidated Statements of Operations (in thousands):
 
 
Three Months Ended
 
Six Months Ended
 
June 28,
2014
 
June 29,
2013
 
June 28,
2014
 
June 29,
2013
Stock-based compensation included in:
 

 
 

 
 
 
 
Cost of revenues
$
661

 
$
638

 
$
1,155

 
$
1,162

Research and development
937

 
841

 
1,561

 
1,842

Selling, general and administrative
1,921

 
1,653

 
3,373

 
3,163

Total stock-based compensation
3,519

 
3,132

 
6,089

 
6,167

Tax effect of stock-based compensation

 

 

 

Total stock-based compensation, net of tax
$
3,519

 
$
3,132

 
$
6,089

 
$
6,167

 
Employee Stock Purchase Plan
 
Under the 2012 Employee Stock Purchase Plan ("ESPP"), the offering periods are 12 months commencing on February 1 of each calendar year and ending on January 31 of the subsequent calendar year, and a six month fixed offering period commencing on August 1 of each calendar year and ending on January 31 of the subsequent calendar year. The 12 month offering period consists of two six month purchase periods and the six month offering period consists of one six month purchase period. The price of the common stock purchased is 85% of the lesser of the fair market value of the common stock on the first day of the applicable offering period or the last day of each purchase period.

During the three months ended June 28, 2014 and June 29, 2013, we did not issue any ESPP shares. During the six months ended June 28, 2014 and June 29, 2013, we issued 320,919 and 286,928 ESPP shares, respectively.

The following weighted-average assumptions were used in estimating the fair value of employees' purchase rights under our approved employee stock purchase plans:
 
Three Months Ended
 
Six Months Ended
 
June 28,
2014
 
June 29,
2013
 
June 28,
2014
 
June 29,
2013
ESPP:
 

 
 

 
 
 
 
Dividend yield
%
 
%
 
%
 
%
Expected volatility
42.5
%
 
38.4
%
 
40.9
%
 
40.7
%
Risk-free interest rate
0.07
%
 
0.11
%
 
0.11
%
 
0.15
%
Expected term (in years)
0.50

 
0.50

 
1.00

 
1.00

 

Unrecognized Compensation Costs
 
At June 28, 2014, the unrecognized stock-based compensation, adjusted for estimated forfeitures, was as follows (in thousands): 
 
Unrecognized Expense
 
Average Expected Recognition Period in years
Stock options
$
336

 
0.64
Restricted stock units
12,499

 
1.60
Employee stock purchase plan
65

 
0.09
Total unrecognized stock-based compensation expense
$
12,900

 
 


Note 15 — Net Loss per Share
 
Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share for the three and six months ended June 28, 2014 and June 29, 2013, respectively, was

16



based only on the weighted-average number of shares outstanding during that period as the inclusion of any common stock equivalents would have been anti-dilutive.
 
A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share is as follows (in thousands):
 
 
Three Months Ended
 
Six Months Ended
 
June 28,
2014
 
June 29,
2013
 
June 28,
2014
 
June 29,
2013
Numerator:
 

 
 

 
 
 
 
Net loss used in computing basic and diluted net loss per share
$
(4,326
)
 
$
(8,407
)
 
$
(17,037
)
 
$
(28,180
)
Denominator:
 
 
 
 
 
 
 
Weighted-average shares used in computing basic net loss per share
55,812

 
54,105

 
55,431

 
53,886

Add potentially dilutive securities

 

 

 

Weighted-average shares used in computing basic and diluted net loss per share
55,812

 
54,105

 
55,431

 
53,886


The following table sets forth the weighted-average number of all potentially dilutive securities excluded from the computation in the table above because their effect would have been anti-dilutive (in thousands):
 
 
Three Months Ended
 
Six Months Ended
 
June 28,
2014
 
June 29,
2013
 
June 28,
2014
 
June 29,
2013
Options to purchase common stock
2,981

 
3,970

 
3,133

 
4,075

Restricted stock units

 
523

 
3

 
622

Employee stock purchase plan
26

 
31

 
16

 
18

Total potentially dilutive securities
3,007

 
4,524

 
3,152

 
4,715



Note 16 — Income Taxes
 
We recorded an income tax benefit of $51 thousand and a tax provision $0.3 million for the three and six months ended June 28, 2014, respectively, and an income tax provision of $0.2 million and a tax benefit of $5 thousand, respectively, for the three and six months ended June 29, 2013. Income tax provisions reflect the tax provision on our operations in the US and foreign jurisdictions and the tax benefit from the lapsing of the statute of limitations in foreign jurisdictions. We continue to maintain a valuation allowance for our U.S. Federal and state deferred tax assets.


Note 17 — Commitments and Contingencies
 
Contractual and purchase obligations
We lease facilities under non-cancellable operating leases with various expiration dates through 2021. The facilities generally require us to pay property taxes, insurance and maintenance costs. Further, several lease agreements contain rent escalation clauses or rent holidays. For purposes of recognizing minimum rental expenses on a straight-line basis over the terms of the leases, we use the date of initial possession to begin amortization. We have the option to extend or renew most of our leases, which may increase the future minimum lease commitments. Purchase obligations are primarily for purchases of inventory and manufacturing related service contracts. Purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Timing of payments and actual amounts paid may be different depending on the time of receipt of goods or services or changes to agreed-upon amounts for some obligations.
Our lease and purchase obligations have not materially changed during the six months ended June 28, 2014 from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 28, 2013.


17



Environmental Matters
 
We are 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. We believe that we comply in all material respects with the environmental laws and regulations that apply to us, including those of the California Department of Toxic Substances Control, the Bay Area Air Quality Management District, the City of Livermore Water Resources Division, County of Santa Clara Department of Environmental Health, County of San Diego Hazardous Materials Division and Encino Water District, and the California Division of Occupational Safety and Health. We did not receive any notices of violations of environmental laws and regulations during the six months ended June 28, 2014, or in our fiscal 2013. We do not believe that any loss from environmental remediation liabilities would be in an amount material to our financial statements.
While we believe that we are in compliance in all material respects with the environmental laws and regulations that apply to us, in the future, we may receive environmental violation notices, and if received, final resolution of the violations identified by these notices could harm our operations, which may adversely impact our operating results and cash flows. New laws and regulations, amended enforcement practices around existing laws and regulations, the discovery of previously unknown contamination at our or others' sites or the imposition of new cleanup requirements could also harm our operations, thereby adversely impacting our operating results and cash flows.
Indemnification Arrangements
We have entered, and may from time to time in the ordinary course of our business enter, into contractual arrangements with third parties that include indemnification obligations. Under these contractual arrangements, we have agreed to defend, indemnify and/or hold the third party harmless from and against certain liabilities. These arrangements include indemnities in favor of customers in the event that our wafer probe cards infringe a third party's intellectual property and indemnities in favor of our lessors in connection with facility leasehold liabilities that we may cause. In addition, we have entered into indemnification agreements with our directors and certain of our officers, and our bylaws contain indemnification obligations in favor of our directors, officers and agents. These indemnity arrangements may limit the type of the claim, the total amount that we can be required to be paid in connection with the indemnification obligation and the time within which an indemnification claim can be made. The duration of the indemnification obligation may vary, and for most arrangements, survives the agreement term and is indefinite. We believe that substantially all of our indemnity arrangements provide either for limitations on the maximum potential future payments we could be obligated to make, or for limitations on the types of claims and damages we could be obligated to indemnify, or both. However, 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, a lack of history of prior indemnification claims, the unique facts and circumstances involved in each particular contractual arrangement and in each potential future claim for indemnification, and the contingency of any potential liabilities upon the occurrence of events that are not reasonably determinable. We have not had any material requests for indemnification under these arrangements. Our management believes that any liability for these indemnity arrangements would not be material to our accompanying consolidated financial statements. We have not recorded any liabilities for these indemnification arrangements on our consolidated balance sheet as of June 28, 2014.
Legal Matters
 
From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. For the six months ended June 28, 2014, we were not involved in any material legal proceedings. We identify below in "Other Litigation", a proceeding filed in fiscal 2013, which, if not resolved amicably, either (i) includes allegations that could potentially result in a material legal proceeding, or (ii) the cost to defend the allegations through trial could be material. In the future we may become a party to additional legal proceedings that may require us to spend significant resources, including proceedings designed to protect our intellectual property rights. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of legal proceedings are difficult to predict, and the costs incurred in litigation can be substantial, regardless of outcome.
Customs and Trade Matters
From time to time, we receive communications from certain jurisdictions regarding customs and indirect tax matters such as customs duties and value added taxes. For the six months ended June 28, 2014, we did not receive any communications from jurisdictions regarding any material customs duties or indirect tax matters.
 



18



Intellectual Property Litigation
 
In the ordinary course of business, the Company has been, currently is, and may in the future be, involved in commercial litigation relating to intellectual property, as well as third party initiated patent office proceedings in the United States and foreign patent offices.

No provision has been made for intellectual property litigation because we believe that it is not probable that a liability had been incurred as of June 28, 2014. We could incur material attorneys' fees in prosecuting and defending actions related to intellectual property.

Other Litigation

In August 2013, a former employee (“Plaintiff”) filed a class action lawsuit against the Company in the Superior Court of California, alleging violations of California’s wage and hour laws and unfair business practices on behalf of himself and all other similarly situated current and former employees at the Company’s Livermore facilities from August 21, 2009 to the present. In February 2014, the Court granted the Company’s motion to strike portions of Plaintiff’s first amended complaint, clarifying the scope of the putative class. A second amended complaint has also been filed. Procedurally, the case is in the early stages of litigation and no defined class has been certified. The parties participated in a mediation during the third quarter of fiscal 2014, which did not result in a settlement. The Company currently believes that any settlement reached would be in an amount that is not material to the Company's financial statements. The Company denies the allegations contained in the lawsuit and based on available information, believes it has significant defenses to the allegations of the lawsuit. If the matter is not settled, the Company could incur material attorneys’ fees in defending the lawsuit.


Note 18 — Derivative Financial Instruments
 
We operate and sell our products in various global markets. As a result, we are exposed to changes in foreign currency exchange rates. We utilize foreign currency forward contracts to hedge against future movements in foreign exchange rates that affect certain existing foreign currency denominated assets and liabilities. Under this program, our strategy is to have increases or decreases in our foreign currency exposures offset by gains or losses on the foreign currency forward contracts to mitigate the risks and volatility associated with foreign currency transaction gains or losses. We do not use derivative financial instruments for speculative or trading purposes. Our derivative instruments are not designated as hedging instruments. We record the fair value of these contracts as of the end of our reporting period to our Condensed Consolidated Balance Sheet with changes in fair value recorded within “Other income, net” in our Condensed Consolidated Statement of Operations for both realized and unrealized gains and losses.
 
The following table provides information about our foreign currency forward contracts outstanding as of June 28, 2014 (in thousands): 
Currency
 
Contract Position
 
Contract Amount (Local Currency)
 
Contract Amount (U.S. Dollars)
Japanese Yen
 
Sell
 
1,013,703

 
$
9,987

Taiwan Dollar
 
Buy
 
(23,963
)
 
(805
)
Korean Won
 
Buy
 
1,155,279

 
(1,143
)
Total USD notional amount of outstanding foreign exchange contracts
 
 
 
$
8,039

 
The contracts were entered into on June 27, 2014 and matured on July 25, 2014. Our foreign currency contracts are classified within Level 2 of the fair value hierarchy as they are valued using pricing models that utilize observable market inputs. There was no change in the value of these contracts as of June 28, 2014. Additionally, no gains or losses relating to the outstanding derivative contracts were recorded in the three and six months ended June 28, 2014.

The location and amount of gains and losses related to non-designated derivative instruments that matured in the three and six months ended June 28, 2014 and June 29, 2013 in the Condensed Consolidated Statement of Operations are as follows (in thousands):

19



 
 
 
 
 
Amount of Loss Recognized on Derivatives
 
 
 
 
Three Months Ended
Six Months Ended
Derivatives Not Designated as Hedging Instruments
 
Location of Loss Recognized on Derivatives
 
June 28, 2014
 
June 29, 2013
 
June 28, 2014
 
June 29, 2013
Foreign exchange forward contracts
 
Other income (expense), net
 
$
(101
)
 
$
(23
)
 
$
(275
)
 
$
(251
)


20



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 and uncertainties. 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 on Form 10-Q are based upon information available to us as of the filing date of this Quarterly Report on Form 10-Q. You should not place undue reliance on these forward-looking statements. We have no obligation to update any of these statements. 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 28, 2013 and elsewhere in this Quarterly Report on Form 10-Q. You should carefully consider the numerous risks and uncertainties described under these 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 on Form 10-Q. 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 card products and solutions. We are the largest probe card manufacturer, and semiconductor manufacturers use our wafer probe cards to perform wafer sort and test on semiconductor die, or chips, prior to wafer singulation. During wafer sort and test, a wafer probe card is mounted on a prober and electrically connected to a semiconductor tester. The wafer probe card is used as an interface to connect electrically with and test individual chips on a wafer. Using our wafer probe cards to test at this stage of the manufacturing process, our customers can reduce their cost of test by identifying defective chips prior to incurring the time and costs of packaging defective chips. We work closely with our customers on product design, as each wafer probe card is a custom product that is specific to the chip and wafer designs of the customer. We operate in a single industry segment and have derived substantially all of our revenues from the sale of wafer probe cards incorporating our proprietary technology.
Historically, sales for wafer probe cards for testing Dynamic Random Access Memory, or DRAM, devices have made up the majority of our revenues. In October 2012, we completed the acquisition of Astria Semiconductor Holdings, Inc., including its subsidiary Micro-Probe Incorporated (together "MicroProbe"). The majority of MicroProbe's revenue is made up of sales of wafer probe cards for testing System-on-Chip, or SoC devices.
Revenues for the three and six months ended June 28, 2014 increased 7%, or approximately $4.6 million, and 7%, or approximately $8.0 million, respectively, as compared to the corresponding periods in the prior year. For the three months ended June 28, 2014, our revenue increased 33% in our SoC products, decreased 1% in our DRAM products and decreased 48% in our Flash memory products, as compared to the corresponding period in the prior year. For the six months ended June 28, 2014, our revenues increased 23% in our SoC products, remained relatively unchanged in our DRAM products and decreased 34% in our Flash memory products, as compared to the corresponding period in the prior year.

We incurred a net loss of $17.0 million in the first six months of fiscal 2014 as compared to a net loss of $28.2 million in the first six months of fiscal 2013. The decrease in net loss is primarily attributable to our ongoing cost reduction and restructuring efforts as well as increased revenues.

Our cash, cash equivalents and marketable securities and restricted cash totaled approximately $149 million as of June 28, 2014, as compared to approximately $152 million at December 28, 2013. The decrease in our cash, cash equivalents and marketable securities balances was primarily due to the use of cash for operating activities in the first fiscal quarter of 2014. We

21



generated $5.0 million of cash in the second fiscal quarter of 2014. We believe that we will be able to satisfy our working capital requirements for at least the next twelve months with the liquidity provided by our existing cash, cash equivalents and marketable securities. If we are unsuccessful in increasing our revenues, improving our operating efficiency, reducing our cash outlays or increasing our available cash through financing, our cash, cash equivalents and marketable securities will decline in future fiscal years.

We believe the following information is important to understanding our business, our financial statements and the remainder of this discussion and analysis of our financial condition and results of operations:

Revenues. We derive substantially all of our revenues from product sales of wafer probe cards. Revenues from our customers are subject to fluctuations due to factors including, but not limited to, design cycles, technology adoption rates, competitive pressure to reduce prices, cyclicality of the different end markets into which our customers' products are sold and market conditions in the semiconductor industry. Historically, 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. 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, shipping and handling costs, manufacturing-related overhead and amortization of certain intangible assets. 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 provisions as cost of revenues.

We design, manufacture and sell custom advanced wafer probe cards into the semiconductor test market, which is subject to significant variability and demand fluctuations. Our wafer probe cards are complex products that are custom to a specific chip design of a customer 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 an adjustment to our inventory valuation for estimated obsolete and non-sellable inventories based on assumptions about future demand, past usage, changes to manufacturing processes and overall market conditions.
Research and Development. Research and development expenses include expenses related to product development, engineering and material costs. Research and development costs are expensed as incurred. We plan to continue to invest in research and development activities to improve and enhance existing product technologies and to develop new technologies for current and new products and for new applications.

Selling, General and Administrative. Selling, general and administrative expenses include expenses related to sales, marketing, administrative personnel, internal and outside sales representatives' commissions, market research and consulting, and other sales, marketing, administrative activities, amortization of certain intangible assets, and provision for doubtful accounts. These expenses also include costs for protecting and enforcing our intellectual property rights and regulatory compliance costs.

Restructuring Charges. Restructuring charges include costs related to employee termination benefits, cost of long-lived assets abandoned or impaired, as well as contract termination costs.

Impairment of Long-Lived Assets. Asset impairment charges include charges associated with the write-down of assets that have no future expected benefit or for assets that have been determined to be impaired as well as adjustments to the carrying amount of our assets held for sale.


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

22



 
 
Three Months Ended
 
Six Months Ended
 
June 28,
2014
 
June 29,
2013
 
June 28,
2014
 
June 29,
2013
Revenues
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
 %
Cost of revenues
70.3

 
73.8

 
73.8

 
77.9

Gross profit
29.7

 
26.2

 
26.2

 
22.1

Operating expenses:
 

 
 
 
 

 
 
Research and development
16.4

 
17.4

 
16.9

 
18.9

Selling, general and administrative
19.6

 
21.5

 
20.6

 
24.4

Restructuring charges, net
0.1

 
0.1

 
1.7

 
3.5

Loss on sale of subsidiary

 
0.5

 

 
0.3

Impairment of long-lived assets

 
0.2

 
0.6

 
0.2

Total operating expenses
36.1

 
39.7

 
39.8

 
47.3

Operating loss
(6.4
)
 
(13.5
)
 
(13.6
)
 
(25.2
)
Interest income, net
0.1

 
0.2

 
0.1

 
0.2

Other income (expense), net
(0.2
)
 
0.3

 
(0.2
)
 
0.5

Loss before income taxes
(6.5
)
 
(13.0
)
 
(13.7
)
 
(24.5
)
Provision (benefit) for income taxes
(0.1
)
 
0.3

 
0.2

 

Net loss
(6.4
)%
 
(13.3
)%
 
(13.9
)%
 
(24.5
)%
 

Three and six months ended June 28, 2014 and June 29, 2013:
 
Revenues
 
Revenues by Market

 
Three Months Ended
 
Six Months Ended
 
June 28,
2014
 
June 29,
2013
 
% Change
 
June 28, 2014
 
June 29, 2013
 
% Change
 
(In thousands, except percentages)
SoC
$
36,508

 
$
27,515

 
32.7
 %
 
$
66,266

 
$
53,946

 
22.8
 %
DRAM
26,421

 
26,679

 
(1.0
)
 
48,602

 
48,649

 
(0.1
)
Flash
4,423

 
8,539

 
(48.2
)
 
8,443

 
12,758

 
(33.8
)
Total revenues
$
67,352

 
$
62,733

 
7.4
 %
 
$
123,311

 
$
115,353

 
6.9
 %
 
Revenues for the three and six months ended June 28, 2014 increased 7%, or approximately $4.6 million, and 7%, or approximately $8.0 million, respectively, as compared to the corresponding periods in the prior year. For the three months ended June 28, 2014, our revenue increased 33% in our SoC products, decreased 1% in our DRAM products and decreased by 48% in our Flash memory products, as compared to the corresponding period in the prior year. For the six months ended June 28, 2014, our revenues increased 23% in our SoC products, remained relatively unchanged in our DRAM products and decreased 34% in our Flash memory products, as compared to the corresponding period in the prior year.

The overall increase in revenues was primarily driven by higher unit volume in the SoC market based on a combination of strong application processors, personal computer processors, and automotive applications demand. DRAM demand and revenue was effectively flat period to period. The decrease in Flash memory revenue was due to weakening demand in the NOR market and reduced demand for our TouchMatrix product at a major South Korean NAND Flash memory producer in the six months ended June 28, 2014.

Revenues by Geographic Region
 
The following table sets forth our revenues by geographic region for the periods indicated:

23




 
Three Months Ended
 
Six Months Ended
 
June 28,
2014
 
% of
Revenue
 
June 29,
2013
 
% of
Revenue
 
June 28,
2014
 
% of
Revenue
 
June 29,
2013
 
% of
Revenue
 
(In thousands, except percentages)
North America
$
17,095

 
25.4
%
 
$
15,350

 
24.5
%
 
$
32,837

 
26.6
%
 
$
29,616

 
25.7
%
South Korea
14,662

 
21.8

 
15,073

 
24.0

 
27,282

 
22.1

 
25,207

 
21.9

Taiwan
11,343

 
16.8

 
16,824

 
26.8

 
20,968

 
17.0

 
31,175

 
27.0

Asia-Pacific (1)
10,101

 
15.0

 
6,367

 
10.1

 
14,287

 
11.7

 
12,262

 
10.6

Europe
9,085

 
13.5

 
5,754

 
9.2

 
15,181

 
12.3

 
8,666

 
7.5

Japan
5,066

 
7.5

 
3,365

 
5.4

 
12,756

 
10.3

 
8,427

 
7.3

Total revenues
$
67,352

 
100.0
%
 
$
62,733

 
100.0
%
 
$
123,311

 
100.0
%
 
$
115,353

 
100.0
%
_________________________________________________________________________________________________
(1)
Asia-Pacific includes all countries in the region except Taiwan, South Korea, and Japan, which are disclosed separately.
 
Geographic revenue information is based on the location to which we ship the customer product. For example, if a certain South Korean customer purchases through their North American subsidiary and requests the products to be shipped to an address in Asia-Pacific, this sale will be reflected in the revenue for Asia-Pacific rather than North America.
 
The increases in North America and Europe revenues for the three and six months ended June 28, 2014, when compared to the same periods in 2013, were driven by increased SoC product shipments for both flip chip and wire bond applications. The decrease in Taiwan revenues for the three and six months ended June 28, 2014, when compared to the same periods in 2013, was driven by a combination of decreased SoC product shipments and a decrease in commodity or personal computer based DRAM demand. The increase in South Korea revenues for the six months ended June 28, 2014 when compared to the same periods in 2013 was primarily due to increased mobile processor-based SOC product shipments. The increase in Japan revenues for the three and six months ended June 28, 2014 was driven primarily by higher demand for SoC wire bond products.

The following customers accounted for more than 10% of our revenues for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
June 28, 2014
 
June 29, 2013
 
June 28, 2014
 
June 29, 2013
SK Hynix
21.4
%
 
20.1
%
 
19.5
%
 
19.7
%
Intel
19.5

 
14.6

 
18.0

 
16.1

Micron
12.2

 
*

 
13.5

 
*

 
53.1
%
 
34.7
%
 
51.0
%
 
35.8
%
 
*
Less than 10% of revenues.

Gross Profit
 
 
Three Months Ended
 
Six Months Ended
 
June 28, 2014
 
June 29, 2013
 
June 28, 2014
 
June 29, 2013
 
(In thousands, except percentages)
Gross profit
$
20,024

 
$
16,405

 
$
32,349

 
$
25,480

% of revenues
29.7
%
 
26.2
%
 
26.2
%
 
22.1
%
 
Gross profit fluctuates with revenue levels, product mix, selling prices, factory loading, and material costs. For the three and six months ended June 28, 2014, the amount of gross profit increased compared to the same periods in the prior year, primarily due to lower material costs, lower labor expenses and overhead charges as a result of our cost reduction initiatives and favorable production yields. Gross profit also benefited from higher production volume driven by higher sales. This led to higher factory utilization on a relatively fixed base of overhead costs and resulted in improvements to our gross profits for all

24



product markets. In addition, we recognized $1.3 million of gross margin from a non-recurring, service transaction in the three months ended June 28, 2014.

Our net inventory provision charges declined by $1.0 million and $1.1 million between the three and six months ended June 28, 2014 and the corresponding period in the prior year. For the three and six months ended June 28, 2014, the value of previously reserved materials that were used in manufacturing and shipped was $0.8 million and $1.5 million, respectively.

Gross profit included stock-based compensation expense of $0.7 million and $1.2 million for the three and six months ended June 28, 2014, respectively, compared to $0.6 million and $1.2 million, respectively, for the three and six months ended June 29, 2013.

Future gross margins may be adversely impacted by lower levels of product revenues, even though we have taken significant steps to reduce our operating cost structure. Our gross margins may also be adversely affected if we are required to record additional inventory provision charges and inventory write-downs if estimated average selling prices of products held in finished goods and work in process inventories are below the manufacturing cost of those products.

Research and Development
 
 
Three Months Ended
 
Six Months Ended
 
June 28,
2014
 
June 29,
2013
 
June 28,
2014