FORM 10-Q Quarterly Report July 1, 2017 | Alphaminr
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FORM 10-Q Quarter ended July 1, 2017

Balance Sheet
Cash Flow
Income Statement
Debt
FORMFACTOR INC
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10-Q 1 form-20170701x10q.htm 10-Q Document
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 July 1, 2017
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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated filer o
Accelerated filer x
Non-accelerated filer o
Smaller reporting company o
(Do not check if a smaller reporting company)
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 ý

As of August 4, 2017 , 72,544,645 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 JULY 1, 2017
INDEX



2


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FORMFACTOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
July 1,
2017
December 31,
2016
ASSETS


Current assets:


Cash and cash equivalents
$
107,817

$
101,408

Marketable securities
22,156

7,497

Accounts receivable, net of allowances for doubtful accounts of $299 and $298
91,710

70,225

Inventories, net
64,951

59,806

Restricted cash
4

106

Refundable income taxes
1,092

1,391

Prepaid expenses and other current assets
13,001

14,276

Total current assets
300,731

254,709

Restricted cash
768

1,082

Property, plant and equipment, net of accumulated depreciation and amortization of $248,390 and $241,943
45,667

42,663

Goodwill
189,192

188,010

Intangibles, net
111,779

126,608

Deferred tax assets
3,302

3,310

Other assets
1,959

2,600

Total assets
$
653,398

$
618,982

LIABILITIES AND STOCKHOLDERS’ EQUITY



Current liabilities:



Accounts payable
$
43,179

$
34,075

Accrued liabilities
33,444

30,184

Current portion of term loan
18,380

12,701

Income taxes payable
167

442

Deferred revenue
9,452

5,305

Total current liabilities
104,622

82,707

Long-term income taxes payable
1,046

1,315

Term loan, less current portion
104,506

125,475

Deferred tax liabilities
4,070

3,703

Deferred rent and other liabilities
4,548

4,726

Total liabilities
218,792

217,926

Commitments and contingencies (Note 11)




Stockholders’ equity:

Preferred stock, $0.001 par value:

10,000,000 shares authorized; no shares issued and outstanding
—

—

Common stock, $0.001 par value:



250,000,000 shares authorized; 72,346,116 and 70,907,847 shares issued and outstanding
73

71

Additional paid-in capital
839,751

833,341

Accumulated other comprehensive income (loss)
507

(3,740
)
Accumulated deficit
(405,725
)
(428,616
)
Total stockholders’ equity
434,606

401,056

Total liabilities and stockholders’ equity
$
653,398

$
618,982

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

3


FORMFACTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended
Six Months Ended
July 1,
2017
June 25,
2016
July 1,
2017
June 25,
2016
Revenues
$
143,976

$
83,083

$
272,805

$
136,694

Cost of revenues
82,209

57,656

163,467

101,475

Gross profit
61,767

25,427

109,338

35,219

Operating expenses:



Research and development
18,542

11,133

35,956

21,982

Selling, general and administrative
23,602

14,030

46,431

26,546

Restructuring and impairment charges, net
44

6,910

313

6,910

Total operating expenses
42,188

32,073

82,700

55,438

Operating income (loss)
19,579

(6,646
)
26,638

(20,219
)
Interest income
93

99

160

216

Interest expense
(1,162
)
(11
)
(2,337
)
(11
)
Other income (expense), net
107

(302
)
(292
)
(616
)
Income (loss) before income taxes
18,617

(6,860
)
24,169

(20,630
)
Provision (benefit) for income taxes
1,040

(43,744
)
1,407

(43,714
)
Net income
$
17,577

$
36,884

$
22,762

$
23,084

Net income per share:


Basic
$
0.24

$
0.62

$
0.32

$
0.39

Diluted
$
0.24

$
0.61

$
0.31

$
0.39

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


Basic
72,200

59,572

71,821

59,001

Diluted
73,539

59,988

73,185

59,639

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

4


FORMFACTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Three Months Ended
Six Months Ended
July 1,
2017
June 25,
2016
July 1,
2017
June 25,
2016
Net income
$
17,577

$
36,884

$
22,762

$
23,084

Other comprehensive income, net of tax:
Foreign currency translation adjustments
2,782

916

4,229

1,519

Unrealized gains on available-for-sale marketable securities
(23
)
3

(22
)
41

Unrealized gains on derivative instruments
(117
)
—

40

—

Other comprehensive income, net of tax
2,642

919

4,247

1,560

Comprehensive income
$
20,219

$
37,803

$
27,009

$
24,644


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
July 1,
2017
June 25,
2016
Cash flows from operating activities:


Net income
$
22,762

$
23,084

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


Depreciation
6,549

4,951

Amortization
15,994

5,459

Accretion of discount on investments
9

(28
)
Stock-based compensation expense
6,692

4,275

Amortization of debt issuance costs
334

—

Deferred income tax provision
104

(43,863
)
Recovery of doubtful accounts receivable
—

(34
)
Provision for excess and obsolete inventories
4,597

2,800

Acquired inventory step-up amortization
479

—

(Gain) loss on sale of long-lived assets
53

(32
)
Gain on derivative instruments
(24
)
—

Non-cash restructuring
—

964

Foreign currency transaction gains
(1,441
)
(1,753
)
Changes in assets and liabilities:


Accounts receivable
(20,999
)
(21,657
)
Inventories
(8,847
)
(7,978
)
Prepaid expenses and other current assets
1,454

1,226

Refundable income taxes
303

—

Other assets
726

(286
)
Accounts payable
7,322

21,177

Accrued liabilities
2,298

8,593

Income tax payable
(552
)
(1
)
Deferred rent and other liabilities
97

115

Deferred revenues
4,371

(602
)
Net cash provided by (used in) operating activities
42,281

(3,590
)
Cash flows from investing activities:


Acquisition of property, plant and equipment
(7,759
)
(3,633
)
Acquisition of Cascade Microtech, net of cash acquired
—

(215,216
)
Proceeds from sale of subsidiary
29

19

Proceeds from sale of property, plant and equipment
—

53

Purchases of marketable securities
(14,690
)
(10,587
)
Proceeds from maturities of marketable securities
—

33,900

Change in restricted cash
452

(3
)
Net cash used in investing activities
(21,968
)
(195,467
)
Cash flows from financing activities:


Proceeds from issuances of common stock
14,485

1,961

Purchase and retirement of common stock
(10,132
)
—

Tax withholdings related to net share settlements of equity awards
(4,461
)
—

Proceeds from term loan debt
—

150,000

Payments on term loan debt
(15,625
)
—

Payments of term loan debt issuance costs
—

(1,506
)
Net cash (used in) provided by financing activities
(15,733
)
150,455

Effect of exchange rate changes on cash and cash equivalents
1,829

2,563

Net increase (decrease) in cash and cash equivalents
6,409

(46,039
)
Cash and cash equivalents, beginning of period
101,408

146,264

Cash and cash equivalents, end of period
$
107,817

$
100,225


6


FORMFACTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Non-cash investing and financing activities:


Fair value of stock issued in connection with the acquisition of Cascade Microtech
$
—

$
93,216

Fair value of stock options and restricted stock-based awards assumed in connection with acquisition of Cascade Microtech
—

7,776

Fair value of vested stock options and restricted stock-based awards paid in cash in connection with the acquisition of Cascade Microtech
—

12,815

Changes in accounts payable and accrued liabilities related to property, plant and equipment purchases
1,539

1,292

Supplemental disclosure of cash flow information:
Cash paid for income taxes, net
$
1,523

$
217

Cash paid for interest
2,010

—

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 New Accounting Pronouncements
Basis of Presentation
The condensed consolidated financial information included herein has been prepared by FormFactor, Inc. without audit, in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of December 31, 2016 is derived from our 2016 Annual Report on Form 10-K. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2016 Annual Report on Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.
Fiscal Year
We operate on a 52 / 53 week fiscal year, whereby the fiscal year ends on the last Saturday of December. Fiscal 2017 and 2016 contain 52 weeks and 53 weeks, respectively and the six months ended July 1, 2017 and June 25, 2016 each contained 13 weeks. Fiscal 2017 will end on December 30, 2017 .

Business Acquisition
On June 24, 2016, we completed the acquisition of Cascade Microtech, Inc. ("Cascade Microtech"), headquartered in Beaverton, Oregon and, accordingly, our Condensed Consolidated Statements of Operations include the results of operations of Cascade Microtech since that date.

Critical Accounting Policies
Our critical accounting policies have not changed during the six months ended July 1, 2017 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016 .

New Accounting Pronouncements

ASU 2017-09
In May 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-09, "Compensation - Stock Compensation (Topic 718) - Scope of Modification Accounting." ASU 2017-09 provides clarity and reduces both diversity in practice and the cost and complexity when accounting for a change to the terms of a stock-based award. ASU 2017-09 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2017, on a prospective basis. Early adoption is permitted. We do not expect the adoption of ASU 2017-09 to have a material effect on our financial position, results of operations or cash flows.

ASU 2017-04
In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment." ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. An entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, if applicable. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The same impairment test also applies to any reporting unit with a zero or negative carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU 2017-04 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2019, on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. We do not expect the adoption of ASU 2017-04 to have a material effect on our financial position, results of operations or cash flows.


8


ASU 2016-09
In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," which amends Accounting Standards Codification ("ASC") Topic 718, "Compensation - Stock Compensation." The ASU includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements including:

1) that excess tax benefits and tax deficiencies relating to share based payment awards will be recognized as income tax benefit or expense in the reporting period in which they occur (previously such amounts were recognized in additional paid-in capital);
2) that excess tax benefits will be classified as an operating activity in the statement of cash flows; and
3) companies have the option to elect to estimate forfeitures or to account for them when they occur.

We adopted ASU 2016-09 as of January 1, 2017, which is the first day of our fiscal 2017 and made an accounting policy election to account for forfeitures as incurred, resulting in a decrease of $0.1 million in our accumulated deficit on January 1, 2017. The adjustment was reflected in our Condensed Consolidated Balance Sheets as of this date.

Additionally, we determined that there was no other cumulative effect on accumulated deficit or other components of equity or net assets as of the beginning of the period of adoption of this guidance as the impact of recording cumulative excess tax benefits in income taxes in our Condensed Consolidated Statements of Operations was fully offset by a valuation allowance as of the date of adoption. Finally, we will follow the prospective transition method for the recognition of windfalls and shortfalls associated with excess tax benefits and tax deficiencies relating to share-based payment awards.

ASU 2016-10, ASU 2015-14 and ASU 2014-09
In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” and which was issued to clarify ASC Topic 606, “Revenue from Contracts with Customers” related to (i) identifying performance obligations; and (ii) the licensing implementation guidance. The effective date and transition of ASU 2016-10 is the same as the effective date and transition of ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),”as discussed below.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers," and, in August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” which defers the effective date of ASU 2014-09 by one year. ASU 2014-09 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 methods. This guidance will replace most existing revenue recognition guidance in United States GAAP when it becomes effective, which for us will be at the beginning of the first quarter of fiscal year 2018 using one of the two prescribed transition methods. Early adoption of one year prior to the required effective date is permitted.

We do not plan to early adopt the guidance. We are currently evaluating the impact of these ASUs. Depending on the results of our review, there could be changes to the timing of recognition of revenues. We expect to complete our assessment process, including selecting a transition method for adoption, by the end of the third quarter of our fiscal 2017, along with our implementation process prior to the adoption of these ASUs on January 1, 2018.

ASU 2016-02
In February 2016, the FASB issued ASU 2016-02, "Leases." ASU 2016-02 requires that lease arrangements longer than twelve months result in an entity recognizing an asset and liability. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. We are evaluating the impact of the updated guidance on our consolidated financial statements.


9


Note 2 — Concentration of Credit and Other Risks

We market and sell our products to a narrow base of customers and generally do not require collateral. Each of the following customers accounted for more than 10% of our revenues for the periods indicated:
Three Months Ended
Six Months Ended
July 1, 2017
June 25, 2016
July 1, 2017
June 25, 2016
Intel
24.9
%
44.1
%
25.8
%
40.2
%
SK hynix
*

15.2

*

10.7

Total revenues attributable to customers greater than 10%
24.9
%
59.3
%
25.8
%
50.9
%

* Less than 10%.

At July 1, 2017 , two customers each accounted for approximately 31% and 11% , respectively, of gross accounts receivable. At December 31, 2016 , one customer accounted for approximately 21% of gross accounts receivable. No other customers accounted for more than 10% of gross accounts receivable at either of these fiscal period ends.

Note 3 — Inventories

Inventories are valued at the lower of cost (principally standard cost, which approximates actual cost on a first in, first out basis) or net realizable value.
Inventories consisted of the following (in thousands):
July 1,
2017
December 31,
2016
Raw materials
$
30,981

$
27,402

Work-in-progress
20,245

20,390

Finished goods
13,725

12,014

$
64,951

$
59,806


Note 4 — Goodwill and Intangible Assets

Goodwill by reportable segment was as follows (in thousands):
Probe Cards
Systems
Total
Goodwill, gross, as of December 26, 2015
$
30,731

$
—

$
30,731

Additions - Cascade Microtech acquisition
141,751

16,390

158,141

Foreign currency translation
—

(862
)
(862
)
Goodwill, gross, as of December 31, 2016
172,482

15,528

188,010

Foreign currency translation
—

1,182

1,182

Goodwill, gross, as of July 1, 2017
$
172,482

$
16,710

$
189,192


We have not recorded any goodwill impairments as of July 1, 2017 .

10



Intangible assets were as follows (in thousands):
July 1, 2017
December 31, 2016
Other Intangible Assets
Gross
Accumulated Amortization
Net
Gross
Accumulated Amortization
Net
Existing developed technologies
$
143,590

$
66,516

$
77,074

$
142,656

$
56,085

$
86,571

Trade name
12,021

4,356

7,665

11,915

2,984

8,931

Customer relationships
40,140

13,574

26,566

39,860

10,845

29,015

Backlog
18,071

17,597

474

17,843

15,752

2,091


$
213,822

$
102,043

$
111,779

$
212,274

$
85,666

$
126,608

Amortization expense was included in our Condensed Consolidated Statements of Operations as follows (in thousands):
Three Months Ended
Six Months Ended
July 1,
2017
June 25,
2016
July 1,
2017
June 25,
2016
Cost of revenues
$
5,613

$
2,079

$
11,938

$
4,157

Selling, general and administrative
2,031

651

4,056

1,302

$
7,644

$
2,730

$
15,994

$
5,459

The estimated amortization of intangible assets over the next five years is as follows (in thousands):
Fiscal Year
Amount
Remainder of 2017
$
14,885

2018
28,545

2019
25,881

2020
23,812

2021
13,064

Thereafter
5,592


$
111,779


Note 5 — Restructuring Charges
Restructuring charges are comprised of costs related to employee termination benefits, including stock-based compensation, cost of long-lived assets abandoned or impaired, as well as contract termination costs.

Restructuring charges in the fiscal 2017 and fiscal 2016 periods were related to the consolidation of Cascade Microtech into our operations. Restructuring charges in the fiscal 2016 periods also included costs related to the consolidation of our sales operations.

The activities in the restructuring accrual for the six months ended July 1, 2017 were as follows (in thousands):
Employee Severance and Benefits
Contract Termination and Other Costs
Total
Accrual at December 31, 2016
$
330

$
104

$
434

Restructuring charges
302

11

313

Cash payments
(529
)
(64
)
(593
)
Adjustment to restructuring charges
33

(5
)
28

Accrual at July 1, 2017
$
136

$
46

$
182


The cash payments associated with these restructuring activities are expected to be completed by the end of the third quarter of fiscal 2017.

11


Note 6 — Fair Value

Whenever possible, the fair values of our financial assets and liabilities are determined using quoted market prices of identical securities or quoted market prices of similar securities from active markets. The three levels of inputs that may be used to measure fair value are as follows:
•
Level 1 valuations are obtained from real-time quotes for transactions in active exchange markets involving identical securities;
•
Level 2 valuations utilize significant observable inputs, such as quoted prices for similar assets or liabilities, quoted prices near the reporting date in markets that are less active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
•
Level 3 valuations utilize unobservable inputs to the valuation methodology and include our own data about assumptions market participants would use in ricing the asset or liability based on the best information available under the circumstances.

We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the six months ended July 1, 2017 or the year ended December 31, 2016 .

The carrying values of Cash and cash equivalents, Accounts receivable, net, Restricted cash, Prepaid expenses and other current assets, Accounts payable and Accrued liabilities approximate fair value due to their short maturities.

No changes were made to our valuation techniques during the first six months of fiscal 2017 .

Assets and Liabilities Measured at Fair Value on a Recurring Basis
Assets and (liabilities) measured at fair value on a recurring basis were as follows (in thousands):
July 1, 2017
Level 1
Level 2
Total
Assets:
Cash equivalents
Money market funds
$
4,207

$
—

$
4,207

Commercial paper
—

500

500

Marketable securities
Certificates of deposit
—

960

960

Agency securities
—

8,490

8,490

Corporate bonds
—

11,707

11,707

Commercial paper
—

999

999

—

22,156

22,156

Foreign exchange derivative contracts
—

148

148

Interest rate swap derivative contracts
—

891

891

Total assets
$
4,207

$
23,695

$
27,902

Liabilities:
Foreign exchange derivative contracts
$
—

$
(1,093
)
$
(1,093
)

December 31, 2016
Level 1
Level 2
Total
Assets:
Cash equivalents
Money market funds
$
19,350

$
—

$
19,350

Marketable securities
U.S. Treasuries
—

7,497

7,497

Foreign exchange derivative contracts
—

1,137

1,137

Interest rate swap derivative contracts
—

838

838

Total
$
19,350

$
9,472

$
28,822



12


We did not have any liabilities measured at fair value on a recurring basis at December 31, 2016 .

Cash Equivalents
The fair value of our cash equivalents is determined based on quoted market prices for similar or identical securities.

Marketable Securities
We classify our marketable securities as available-for-sale and value them utilizing a market approach. Our investments are priced by pricing vendors who provide 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 value. Our broker-priced investments are categorized as Level 2 investments because fair value is 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 value is appropriate.

Unrealized gains and losses were immaterial and were recorded as a component of Accumulated other comprehensive loss in our Condensed Consolidated Balance Sheets. We did not have any other-than-temporary unrealized gains or losses at either period end.

Interest Rate Swaps
The fair value of our interest rate swap contracts is determined based on valuation models that use interest rate yield curves as inputs. For accounting purposes, our interest rate swap contracts qualify for, and are designated as, cash flow hedges. The cash flows associated with the interest rate swaps are reported in Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows.

The estimated fair value of the interest rate swaps as of July 1, 2017 and December 31, 2016 was reported as a derivative asset of approximately $0.9 million and $0.8 million , respectively, within Prepaid expenses and other current assets and Other assets in our Condensed Consolidated Balance Sheets.

The impact of the cash flow hedges on our Condensed Consolidated Statements of Operations was as follows (in thousands):
For the Three Months Ended
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion )
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion )
Derivatives in Cash Flow Hedging Relationships
July 1, 2017
June 25, 2016
July 1, 2017
June 25, 2016
July 1, 2017
June 25, 2016
Interest rate swap contracts
$
(111
)
$
—

Interest expense
$
6

$
—

Interest expense
$
9

$
—

For the Six Months Ended
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)
Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion )
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion )
Derivatives in Cash Flow Hedging Relationships
July 1, 2017
June 25, 2016
July 1, 2017
June 25, 2016
July 1, 2017
June 25, 2016
Interest rate swap contracts
$
8

$
—

Interest expense
$
(32
)
$
—

Interest expense
$
24

$
—


Foreign Exchange Derivative Contracts
The fair value of our foreign exchange derivative contracts was determined based on current foreign currency exchange rates and forward points. We recorded the net unrealized gain or loss in our Condensed Consolidated Statements of Operations as a component of Other income (expense), net each period as incurred. We had one foreign exchange derivative contract outstanding at July 1, 2017 which will mature in the third quarter of fiscal 2017.


13


The following table provides information about our foreign currency forward contracts outstanding as of July 1, 2017 (in thousands):
Currency
Contract Position
Contract Amount (Local Currency)
Contract Amount (U.S. Dollars)
Japanese Yen
Sell
2,022,937

$
17,998

Taiwan Dollar
Buy
(31,632
)
(1,044
)
Korean Won
Buy
(3,061,190
)
(2,684
)
Euro Dollar
Sell
2,067

2,363

Euro
Buy
729

782

Euro
Sell
15,310

16,401

Total USD notional amount of outstanding foreign exchange contracts
$
33,816


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.

The location and amount of gains and losses related to non-designated derivative instruments that matured were as follows (in thousands):
Amount of Gain (Loss) Recognized on Derivatives
Three Months Ended
Six Months Ended
Derivatives Not Designated as Hedging Instruments
Location of Gain (Loss) Recognized on Derivatives
July 1, 2017
June 25, 2016
July 1, 2017
June 25, 2016
Foreign exchange forward contracts
Other income (expense), net
$
23

$
(141
)
$
(863
)
$
(1,703
)

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
We measure and report goodwill and intangible assets at fair value on a non-recurring basis if we determine these assets to be impaired or in the period when we make a business acquisition. Refer to Note 4 to the Condensed Consolidated Financial Statements- Goodwill and Intangible Assets , for further details. There were no assets or liabilities measured at fair value on a nonrecurring basis during the six months ended July 1, 2017 and June 25, 2016 .

Note 7 — Warranty
A reconciliation of the changes in our warranty liability is as follows (in thousands):
Six Months Ended
July 1,
2017
June 25,
2016
Balance at beginning of period
$
2,972

$
1,116

Warranty reserve from acquisition of Cascade Microtech
—

795

Accruals
2,477

2,054

Settlements
(2,656
)
(1,693
)
Balance at end of period
$
2,793

$
2,272


Note 8 — Stockholders’ Equity
Common Stock Repurchase Program
In February 2017, our Board of Directors authorized a program to repurchase up to $25 million of outstanding common stock to offset potential dilution from issuances of common stock under our stock-based compensation plans. The share repurchase program will expire on February 1, 2020. During the six months ended July 1, 2017 , we repurchased and retired 800,320 shares of common stock for approximately $10.1 million .

Repurchased shares are retired upon the settlement of the related trade transactions with the excess of cost over par value charged to additional paid-in capital. All repurchases were made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.


14


Restricted Stock Units
Restricted stock unit (RSU) activity under our equity incentive plan was as follows:
Units
Weighted Average Grant Date Fair Value
RSUs at December 31, 2016
3,108,560

$
8.61

Awards granted
118,722

13.13

Awards vested
(921,058
)
7.25

Awards canceled
(144,273
)
8.30

RSUs at July 1, 2017
2,161,951

$
9.39


The total fair value of RSUs vested during the six months ended July 1, 2017 was $12.0 million .

Stock Options
Stock option activity under our equity incentive plan was as follows:
Options Outstanding
Weighted Average Exercise Price
Weighted Average Remaining Contractual Life in Years
Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2016
2,198,031

$
9.13

Options exercised
(1,253,517
)
9.24

Options canceled
(65,308
)
13.60

Outstanding at July 1, 2017
879,206
$
8.63

3.34
$
3,319

Vested and expected to vest at July 1, 2017
879,206

$
8.63

3.34
$
3,319

Exercisable at July 1, 2017
597,772

$
9.04

2.51
$
2,008


Stock-Based Compensation
Stock-based compensation was included in our Condensed Consolidated Statements of Operations as follows (in thousands):
Three Months Ended
Six Months Ended
July 1,
2017
June 25,
2016
July 1,
2017
June 25,
2016
Cost of revenues
$
792

$
405

$
1,646

$
1,038

Research and development
1,249

542

2,331

1,338

Selling, general and administrative
1,349

594

2,715

1,899

Total stock-based compensation
$
3,390

$
1,541

$
6,692

$
4,275



15


Employee Stock Purchase Plan (ESPP)
Information related to activity under our ESPP was as follows:
Six Months Ended
July 1, 2017
Shares issued
397,024

Weighted average per share purchase price
$
7.30

Weighted average per share discount from the fair value of our common stock on the date of issuance
$
5.15


Unrecognized Compensation Costs
At July 1, 2017 , the unrecognized stock-based compensation was as follows (in thousands):
Unrecognized Expense
Average Expected Recognition Period in Years
Stock options
$
799

1.57
Restricted stock units
15,499

1.80
Employee stock purchase plan
172

0.08
Total unrecognized stock-based compensation expense
$
16,470

1.78

Note 9 — Income Taxes

Information regarding our income tax provision (benefit) was as follows (dollars in thousands):
Three Months Ended
Six Months Ended
July 1,
2017
June 25,
2016
July 1,
2017
June 25,
2016
Provision (benefit) for income taxes
$
1,040

$
(43,744
)
$
1,407

$
(43,714
)
Effective income tax rate
5.6
%
637.7
%
5.8
%
211.9
%

Income tax provision (benefit) reflects the tax provision on our operations in foreign and U.S. jurisdictions, offset by tax benefits from lapsing of statute of limitations related to uncertain tax positions in foreign jurisdictions. We continue to maintain a full valuation allowance against our U.S. Federal and State deferred tax assets.

The income tax benefits in the fiscal 2016 periods were primarily due to the release of valuation allowance on our deferred tax assets ("DTAs") in connection with our acquisition of Cascade Microtech as a result of the establishment of deferred tax liabilities ("DTLs") on the acquired identifiable intangible assets. These DTLs exceeded the acquired DTAs by approximately $43.9 million and created additional sources of income to realize a tax benefit for our previously-existing DTAs. Accordingly, the valuation allowance on a portion of our DTAs was released and resulted in an income tax benefit of approximately $43.9 million during the three and six months ended June 25, 2016 .


16


Note 10 — Net Income per Share

The following table reconciles the shares used in calculating basic net income per share and diluted net income per share (in thousands):
Three Months Ended
Six Months Ended
July 1,
2017
June 25,
2016
July 1,
2017
June 25,
2016
Weighted-average shares used in computing basic net income per share
72,200

59,572

71,821

59,001

Add potentially dilutive securities
1,339

416

1,364

638

Weighted-average shares used in computing basic and diluted net income per share
73,539

59,988

73,185

59,639

Securities not included as they would have been antidilutive
82

2,259

96

1,809


Note 11 — Commitments and Contingencies

Contractual Commitments and Purchase Obligations
Our lease commitments, purchase obligations and other contractual obligations have not materially changed as of July 1, 2017 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016 .

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. We have not recorded any liabilities for these indemnification arrangements on our Condensed Consolidated Balance Sheet as of July 1, 2017 or December 31, 2016 .

Legal Matters
From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. As of July 1, 2017 , and as of the filing of this Quarterly Report on Form 10-Q, we were not involved in any material legal proceedings other than the proceedings summarized below. In the future, we may become a party to additional legal proceedings that may require us to spend significant resources. Litigation can be expensive and disruptive to normal business operations. The results of legal proceedings are difficult to predict, and the costs incurred in litigation can be substantial, regardless of outcome.

On April 8, 2016, an individual plaintiff filed a class action lawsuit against Cascade Microtech, its directors and others, alleging breaches of fiduciary duties in connection with our acquisition of Cascade Microtech. The lawsuit, captioned Solak v. Cascade Microtech, Inc., et al. , was filed in Multnomah County Circuit Court in the State of Oregon. On March 17, 2017, the court entered an Order Granting Final Approval of Class Action Settlement and filed a General Judgment in the case which provided for a payment of plaintiffs’ attorneys’ fees and the dismissal with prejudice of all claims asserted in the action.

In August 2013, a former employee filed a class action lawsuit against us in the Superior Court of California for the County of Alameda alleging violations of California’s wage and hour laws and other claims on behalf of himself and all similarly situated current and former employees at our Livermore facilities. On March 14, 2017, the court granted preliminary approval of the parties’ stipulation under which the parties have agreed to settle the lawsuit, subject to certain conditions. The stipulation provides for payment by us of $1.5 million in settlement of the lawsuit, and, accordingly, as of July 1, 2017 and December 31, 2016 , we had $1.5 million accrued in our Condensed Consolidated Balance Sheets for potential payment under the stipulation of settlement.


17


Note 12 — Operating Segments and Geographic Information

Our chief operating decision maker ("CODM") is our Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. We operate in two reportable segments consisting of the Probe Cards Segment and Systems Segment.

The following table summarizes the operating results by reportable segment (dollars in thousands):
Three Months Ended
July 1, 2017
June 25, 2016
Probe Cards
Systems
Corporate and Other
Total
Probe Cards
Systems
Corporate and Other
Total
Revenues
$
121,624

$
22,352

$
—

$
143,976

$
83,083

$
—

$
—

$
83,083

Gross profit
$
56,946

$
11,515

$
(6,694
)
$
61,767

$
27,945

$
—

$
(2,518
)
$
25,427

Gross margin
46.8
%
51.5
%
—
%
42.9
%
33.6
%
—
%
—
%
30.6
%
Operating income (loss)
$
24,792

$
3,970

$
(9,183
)
$
19,579

$
12,507

$
—

$
(19,153
)
$
(6,646
)
Six Months Ended
July 1, 2017
June 25, 2016
Probe Cards
Systems
Corporate and Other
Total
Probe Cards
Systems
Corporate and Other
Total
Revenues
$
228,120

$
44,685

$
—

$
272,805

$
136,694

$
—

$
—

$
136,694

Gross profit
$
99,766

$
23,605

$
(14,033
)
$
109,338

$
40,453

$
—

$
(5,234
)
$
35,219

Gross margin
43.7
%
52.8
%
—
%
40.1
%
29.6
%
—
%
—
%
25.8
%
Operating income (loss)
$
36,391

$
9,083

$
(18,836
)
$
26,638

$
10,479

$
—

$
(30,698
)
$
(20,219
)

Operating results provide useful information to our management for assessment of our performance and results of operations. Certain components of our operating results are utilized to determine executive compensation along with other measures.

Corporate and Other includes unallocated expenses relating to amortization of intangible assets, share-based compensation expense, acquisition-related costs, including charges related to inventory stepped up to fair value, and other costs, which are not used in evaluating the results of, or in allocating resources to, our reportable segments. Acquisition-related costs include transaction costs and any costs directly related to the acquisition and integration of acquired businesses.


18


Geographic Revenue
Revenue by geography was as follows (dollars in thousands):
Three Months Ended
Six Months Ended
July 1,
2017
% of
Revenue
June 25,
2016
% of
Revenue
July 1,
2017
% of
Revenue
June 25,
2016
% of
Revenue
(Dollars in thousands)
United States
$
50,347

35.0
%
$
31,599

38.0
%
$
90,236

33.1
%
$
49,154

36.0
%
Taiwan
29,802

20.7

12,890

15.5

49,347

18.1

25,550

18.7

South Korea
22,716

15.8

17,590

21.2

41,453

15.2

26,458

19.5

Asia-Pacific (1)
20,420

14.2

4,383

5.3

46,426

17.0

7,978

5.8

Europe
10,629

7.4

12,072

14.5

19,378

7.2

19,885

14.5

Japan
9,376

6.5

4,549

5.5

24,610

9.0

7,669

5.6

Rest of the world
686

0.5

—

—

1,355

0.5

—

—

Total revenues
$
143,976

100.0
%
$
83,083

100.0
%
$
272,805

100.0
%
$
136,694

100.0
%

(1) Asia-Pacific includes all countries in the region except Taiwan, South Korea, and Japan, which are disclosed separately.

Assets by Geography
There were no significant changes to assets by geography during the six months ended July 1, 2017 and, accordingly, such information is not included.


19


Note 13 — Acquisition

On June 24, 2016, we acquired Cascade Microtech, which was accounted for using the acquisition method of accounting. The acquired assets and liabilities of Cascade Microtech were recorded at their respective fair values including an amount for goodwill, representing the difference between the acquisition consideration and the fair value of the identifiable net assets. During the second quarter of 2017, we finalized our purchase price allocation, with no changes made to our allocation as of December 31, 2016.

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, financial and operating results, gross margins, liquidity and capital expenditure requirements, impact of accounting standards, integration of Cascade Microtech and our share repurchase plan. 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, including risks related to general market trends, our ability to execute our business strategy, our ability to integrate Cascade Microtech and other risks discussed in the section titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2016 and 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

FormFactor, Inc., headquartered in Livermore, California, is a leading provider of test and measurement solutions. We provide a broad range of high-performance probe cards, analytical probes, probe stations, thermal sub-systems and reliability test systems to both semiconductor companies and scientific institutions. Our products provide electrical information from a variety of semiconductor and electro-optical devices and integrated circuits (devices) from development to production. Customers use our products and services to lower production costs, improve yields, and enable development of complex next-generation devices.

On June 24, 2016, we completed the acquisition of Cascade Microtech, Inc. ("Cascade Microtech"), headquartered in Beaverton, Oregon and, accordingly, our Condensed Consolidated Statements of Operations include the results of operations of Cascade Microtech since that date. Therefore, our condensed consolidated financial results for the three and six months ended July 1, 2017 may not be directly comparable to our condensed consolidated financial results for the three and six months ended June 25, 2016 .

We operate in two reportable segments consisting of the Probe Cards Segment and Systems Segment. Sales of our probe cards and analytical probes are included in the Probe Cards Segment while sales of our probe stations, thermal sub-systems and reliability test systems are included in the Systems Segment.

We generated net income of $22.8 million in the first six months of fiscal 2017 as compared to $23.1 million in the first six months of fiscal 2016 . The decrease in net income was primarily due to the $43.7 million income tax benefit recognized in the first six months of fiscal 2016 related to the release of valuation allowances on our deferred tax assets in connection with our acquisition of Cascade Microtech, as well as acquisition-related integration and amortization charges and other operational expenses in the six months ended July 1, 2017 as compared to the corresponding period in the prior year. This decrease was mostly offset by additional post-acquisition revenues and associated net income generated from Cascade Microtech's operations, as well as additional revenues driven by strong demand across our legacy products.


20


Critical Accounting Policies and the Use of Estimates

Management’s Discussion and Analysis and Note 1 to the Consolidated Financial Statements in our 2016 Annual Report on Form 10-K describe the significant accounting estimates and critical accounting policies used in preparation of the Consolidated Financial Statements. Actual results in these areas could differ from management’s estimates. During the six months ended July 1, 2017 , there were no significant changes in our critical accounting policies or estimates from those reported in our Annual Report on Form 10-K for the year ended December 31, 2016 , which was filed with the Securities and Exchange Commission on March 15, 2017.

Results of Operations
The following table sets forth our operating results as a percentage of revenues for the periods indicated:
Three Months Ended
Six Months Ended
July 1,
2017
June 25,
2016
July 1,
2017
June 25,
2016
Revenues
100.0
%
100.0
%
100.0
%
100.0
%
Cost of revenues
57.1

69.4

59.9

74.2

Gross profit
42.9

30.6

40.1

25.8

Operating expenses:
Research and development
12.9

13.4

13.2

16.1

Selling, general and administrative
16.4

16.9

17.0

19.4

Restructuring and impairment charges, net
—

8.3

0.1

5.1

Total operating expenses
29.3

38.6

30.3

40.6

Operating income (loss)
13.6

(8.0
)
9.8

(14.8
)
Interest income
0.1

0.1

0.1

0.2

Interest expense
(0.8
)
—

(0.9
)
—

Other income (expense), net
0.1

(0.4
)
(0.1
)
(0.5
)
Income (loss) before income taxes
13.0

(8.3
)
8.9

(15.1
)
Provision (benefit) for income taxes
0.7

(52.7
)
0.5

(32.0
)
Net income
12.3
%
44.4
%
8.4
%
16.9
%

Revenues by Segment
Three Months Ended
Six Months Ended
July 1, 2017
June 25, 2016
July 1, 2017
June 25, 2016
(In thousands)
Probe Cards
$
121,624

$
83,083

$
228,120

$
136,694

Systems
22,352

—

44,685

—

$
143,976

$
83,083

$
272,805

$
136,694


The increases in Probe Cards Segment revenue for the three and six months ended July 1, 2017 , compared to the three and six months ended June 25, 2016 were the result of increases in unit sales, driven by higher demand for our Foundry & Logic products, and the 2016 acquisition of Cascade Microtech.

The increases in Systems Segment revenue for the three and six months ended July 1, 2017 , compared to the three and six months ended June 25, 2016 were the result of the 2016 acquisition of Cascade Microtech. Prior to the acquisition, we did not operate in the Systems Segment.

Revenues in each segment were also impacted by the acceleration of customer orders from third quarter 2017 to second quarter 2017.


21


Revenues by Market
Three Months Ended
July 1, 2017
June 25, 2016
$ Change
% Change
(Dollars in thousands)
Probe Cards Markets:
Foundry & Logic
$
88,726

$
57,888

$
30,838

53.3
%
DRAM
31,470

24,221

7,249

29.9

Flash
1,428

974

454

46.6

Systems Market:
Systems
22,352

—

22,352

NA

Total revenues
$
143,976

$
83,083

$
60,893

73.3
%
Six Months Ended
July 1, 2017
June 25, 2016
$ Change
% Change
(Dollars in thousands)
Probe Cards Markets:
Foundry & Logic
$
163,036

$
94,023

$
69,013

73.4
%
DRAM
60,426

40,510

19,916

49.2

Flash
4,658

2,161

2,497

115.5

Systems Market:
Systems
44,685

—

44,685

NA

Total revenues
$
272,805

$
136,694

$
136,111

99.6
%

The increases in Foundry & Logic product revenue for the three and six months ended July 1, 2017 , compared to the three and six months ended June 25, 2016 were primarily the result of increased unit sales driven by higher customer demand across all end markets, including data center, mobile, and automotive, and the 2016 acquisition of Cascade Microtech.

The increases in DRAM product revenue for the three and six months ended July 1, 2017 , compared to the three and six months ended June 25, 2016 , were the result of increased customer demand in the DRAM market, as DRAM manufacturers continue their technology node transitions.

The increases in Flash product revenue for the three and six months ended July 1, 2017 , compared to the three and six months ended June 25, 2016 were the result of design wins.

The increases in Systems product revenue for the three and six months ended July 1, 2017 , compared to the three and six months ended June 25, 2016 were the result of the 2016 acquisition of Cascade Microtech. Prior to the acquisition, we did not operate in the Systems market.


22


Revenues by Geographic Region
Three Months Ended
Six Months Ended
July 1,
2017
% of
Revenue
June 25,
2016
% of
Revenue
July 1,
2017
% of
Revenue
June 25,
2016
% of
Revenue
(Dollars in thousands)
United States
$
50,347

35.0
%
$
31,599

38.0
%
$
90,236

33.1
%
$
49,154

36.0
%
Taiwan
29,802

20.7

12,890

15.5

49,347

18.1

25,550

18.7

South Korea
22,716

15.8

17,590

21.2

41,453

15.2

26,458

19.5

Asia-Pacific (1)
20,420

14.2

4,383

5.3

46,426

17.0

7,978

5.8

Europe
10,629

7.4

12,072

14.5

19,378

7.2

19,885

14.5

Japan
9,376

6.5

4,549

5.5

24,610

9.0

7,669

5.6

Rest of the world
686

0.5

—

—

1,355

0.5

—

—

Total revenues
$
143,976

100.0
%
$
83,083

100.0
%
$
272,805

100.0
%
$
136,694

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 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 South Korea, this sale will be reflected in the revenue for South Korea rather than North America.

The increases in geographical revenues across the regions were primarily attributable to additional revenues generated as a result of our acquisition of Cascade Microtech and strong demand for our legacy products across the board. The decreases in Europe were driven by decreases in legacy product revenue at our three main European customers, partially offset by increases throughout Europe in sales of products related to our Cascade Microtech acquisition.

Cost of Revenues and Gross Margins

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 on 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, inventory provisions and amortization of certain intangible assets as cost of revenues.

Corporate and Other includes unallocated expenses relating to amortization of intangible assets, share-based compensation expense, acquisition-related costs, including charges related to inventory stepped up to fair value, and other costs, which are not used in evaluating the results of, or in allocating resources to, our reportable segments. Acquisition-related costs include transaction costs and any costs directly related to the acquisition and integration of acquired businesses.

Our gross profit and gross margin were as follows (dollars in thousands):
Three Months Ended
July 1, 2017
June 25, 2016
$ Change
% Change
(Dollars in thousands)
Gross profit
$
61,767

$
25,427

$
36,340

142.9
%
Gross margin
42.9
%
30.6
%
Six Months Ended
July 1, 2017
June 25, 2016
$ Change
% Change
(Dollars in thousands)
Gross profit
$
109,338

$
35,219

$
74,119

210.5
%
Gross margin
40.1
%
25.8
%


23


Our gross profit and gross margin by segment were as follows (dollars in thousands):
Three Months Ended
July 1, 2017
June 25, 2016
Probe Cards
Systems
Corporate and Other
Total
Probe Cards
Systems
Corporate and Other
Total
Gross profit
$
56,946

$
11,515

$
(6,694
)
$
61,767

$
27,945

$
—

$
(2,518
)
$
25,427

Gross margin
46.8
%
51.5
%
—
%
42.9
%
33.6
%
—
%
—
%
30.6
%
Six Months Ended
July 1, 2017
June 25, 2016
Probe Cards
Systems
Corporate and Other
Total
Probe Cards
Systems
Corporate and Other
Total
Gross profit
$99,766
$
23,605

$
(14,033
)
$
109,338

$40,453
$
—

$
(5,234
)
$
35,219

Gross margin
43.7
%
52.8
%
—
%
40.1
%
29.6
%
—
%
—
%
25.8
%

Probe Cards
For the three and six months ended July 1, 2017 , gross margins in the Probe Cards Segment increased as a result of favorable product mix and increased sales to several major customers, as well as improved manufacturing efficiency in our Foundry & Logic factories.

Systems
For the three and six months ended July 1, 2017 , gross margins in the Systems Segment are due to the inclusion of the results of operations of Cascade Microtech. Prior to the acquisition, we operated in the Probe Cards Segment only and did not generate any Systems Segment revenue.

Overall
Gross profit and gross margin fluctuate with revenue levels, product mix, selling prices, factory loading and material costs. For the three and six months ended July 1, 2017 compared to the three and six months ended June 25, 2016 , gross margins increased due to strong revenues and favorable product mix in our Foundry & Logic products, including the sales and gross margins of Foundry & Logic products arising from our acquisition of Cascade Microtech. The increases in gross margin were also driven by improved manufacturing efficiency in our Foundry & Logic factories.

Cost of revenues included stock-based compensation expense as follows (in thousands):
Three Months Ended
Six Months Ended
July 1,
2017
June 25,
2016
July 1,
2017
June 25,
2016
Stock-based compensation
$
792

$
405

$
1,646

$
1,038


Future gross margins may be adversely impacted by lower revenues and lower factory utilization 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 write-downs for estimated average selling prices of products held in finished goods and work in process inventories that are below the manufacturing cost of those products.


24


Research and Development
Three Months Ended
July 1, 2017
June 25, 2016
$ Change
% Change
(Dollars in thousands)
Research and development
$
18,542

$
11,133

$
7,409

66.5
%
% of revenues
12.9
%
13.5
%
Six Months Ended
July 1, 2017
June 25, 2016
$ Change
% Change
(Dollars in thousands)
Research and development
$
35,956

$
21,982

$
13,974

63.6
%
% of revenues
13.2
%
16.1
%

The increases in the three and six months ended July 1, 2017 when compared to the corresponding periods in the prior year were primarily due to our acquisition of Cascade Microtech, resulting in increases as follows (in millions):
Three Months Ended July 1, 2017 compared to Three Months Ended June 25, 2016
Six Months Ended July 1, 2017 compared to Six Months Ended June 25, 2016
Employee compensation costs
$
5.2

$
10.0

Stock-based compensation
0.7

1.0

Project material costs
0.5

0.8

General operating expenses
0.7

1.6

Depreciation
0.3

0.6

$
7.4

$
14.0


Research and development included stock-based compensation expense as follows (in thousands):
Three Months Ended
Six Months Ended
July 1,
2017
June 25,
2016
July 1,
2017
June 25,
2016
Stock-based compensation
$
1,249

$
542

$
2,331

$
1,338


Selling, General and Administrative
Three Months Ended
July 1, 2017
June 25, 2016
$ Change
% Change
(Dollars in thousands)
Selling, general and administrative
$
23,602

$
14,030

$
9,572

68.2
%
% of revenues
16.4
%
16.9
%
Six Months Ended
July 1, 2017
June 25, 2016
$ Change
% Change
(Dollars in thousands)
Selling, general and administrative
$
46,431

$
26,546

$
19,885

74.9
%
% of revenues
17.0
%
19.4
%


25


The increases in the three and six months ended July 1, 2017 when compared to the corresponding periods in the prior year were primarily due to our acquisition of Cascade Microtech, resulting in increases (decreases) as follows (in millions):
Three Months Ended July 1, 2017 compared to Three Months Ended June 25, 2016
Six Months Ended July 1, 2017 compared to Six Months Ended June 25, 2016
Employee compensation costs
$
6.9

$
13.4

Consulting fees
1.6

3.2

Depreciation and amortization
1.4

2.8

Travel related costs
1.0

2.1

General operating costs
1.3

2.5

Stock-based compensation
0.8

0.8

Acquisition related
(3.4
)
(4.9
)
$
9.6

$
19.9


Selling, general and administrative included stock-based compensation expense as follows (in thousands):
Three Months Ended
Six Months Ended
July 1,
2017
June 25,
2016
July 1,
2017
June 25,
2016
Stock-based compensation
$
1,349

$
594

$
2,715

$
1,899


Restructuring Charges, net
Three Months Ended
Six Months Ended
July 1,
2017
June 25,
2016
July 1,
2017
June 25,
2016
(Dollars in thousands)
Restructuring charges, net
$
44

$
6,910

$
313

$
6,910

% of revenues
—
%
8.3
%
0.1
%
5.2
%

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

Restructuring charges in the fiscal 2017 and fiscal 2016 periods were related to the consolidation of Cascade Microtech into our operations. Restructuring charges in the fiscal 2016 periods also included costs related to the consolidation of our sales operations.

Interest Income and Interest Expense
Three Months Ended
Six Months Ended
July 1,
2017
June 25,
2016
July 1,
2017
June 25,
2016
(Dollars in thousands)
Interest income
$
93

$
99

$
160

$
216

Weighted average balance of cash and investments
$
122,556

$
157,547

$
116,926

$
171,319

Weighted average yield on cash and investments
0.75
%
0.30
%
0.61
%
0.12
%
Interest expense
$
(1,162
)
$
(11
)
$
(2,337
)
$
(11
)
Average debt outstanding
132,500

11,538

135,918

5,769

Weighted average interest rate on debt
2.92
%
2.45
%
2.82
%
2.45
%

26


Interest income is earned on our cash, cash equivalents and marketable securities. The decreases in cash and investments for the three and six months ended July 1, 2017 when compared to the corresponding periods in the prior year were primarily the result of the use of cash to fund a portion of the consideration to acquire Cascade Microtech at the end of June 2016.

Interest expense primarily includes interest on our term loan and interest-rate swap derivative contracts and term loan issuance costs amortization charges. The increase in interest expense for the three and six months ended July 1, 2017 when compared to the corresponding periods in the prior year were primarily due to the fact that our term loan was entered into at the end of June 2016 in connection with our acquisition of Cascade Microtech and, accordingly, was not outstanding for a majority of the 2016 periods.

Other Income (Expense), Net
Other income (expense), net primarily includes the effects of foreign currency impact and various other gains and losses.

Income Taxes
Three Months Ended
Six Months Ended
July 1,
2017
June 25,
2016
July 1,
2017
June 25,
2016
(Dollars in thousands)
Provision (benefit) for income taxes
$
1,040

$
(43,744
)
$
1,407

$
(43,714
)
Effective income tax rate
5.6
%
637.7
%
5.8
%
211.9
%

Income tax provision (benefit) reflects the tax provision on our operations in foreign and U.S. jurisdictions, offset by tax benefits from lapsing of statute of limitations related to uncertain tax positions in foreign jurisdictions. We continue to maintain a full valuation allowance against our U.S. Federal and State deferred tax assets.

The income tax benefits in the fiscal 2016 periods were primarily due to the release of valuation allowance on our deferred tax assets ("DTAs") in connection with our acquisition of Cascade Microtech as a result of the establishment of deferred tax liabilities ("DTLs") on the acquired identifiable intangible assets. These DTLs exceeded the acquired DTAs by approximately $43.9 million and created additional sources of income to realize a tax benefit for our previously-existing DTAs. Accordingly, the valuation allowance on a portion of our DTAs was released and resulted in an income tax benefit of approximately $43.9 million during the three and six months ended June 25, 2016 .


Liquidity and Capital Resources

Capital Resources
Our working capital was $196.1 million at July 1, 2017 and $172.0 million at December 31, 2016 . The increase in working capital in the six months ended July 1, 2017 was primarily due to increased cash generated from operations as a result of higher revenues.

Our cash, cash equivalents and marketable securities totaled approximately $130.0 million at July 1, 2017 , as compared to $108.9 million at December 31, 2016 . Cash and cash equivalents and marketable securities included $47.6 million held by our foreign subsidiaries as of July 1, 2017 . 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. To the extent necessary, we may consider entering into short and long-term debt obligations, raising cash through a stock issuance, or obtaining new financing facilities, which may not be available on terms favorable to us. Our future capital requirements may vary materially from those now planned.

If we are unsuccessful in maintaining or growing our revenues, maintaining or reducing our cost structure (due to an industry down-turn or otherwise), or increasing our available cash through debt or equity financings, our cash, cash equivalents and marketable securities may decline in fiscal 2017 .

We utilize a variety of tax planning and financing strategies in an effort to manage our worldwide cash and deploy funds to locations where they are needed. As part of these strategies, we indefinitely reinvest a significant portion of our foreign earnings and our current plans do not demonstrate a need to repatriate these earnings. Should we require additional capital in the United States, we may elect to repatriate indefinitely-reinvested foreign funds or raise capital in the United States. If we were to repatriate indefinitely-reinvested foreign funds, we would be required to accrue and pay additional United States taxes, less applicable foreign tax credits.


27


Cash Flows
The following table sets forth our net cash flows from operating, investing and financing activities:
Six Months Ended
July 1, 2017
June 25, 2016
(In thousands)
Net cash provided by (used in) operating activities
$
42,281

$
(3,590
)
Net cash used in investing activities
(21,968
)
(195,467
)
Net cash (used in) provided by financing activities
(15,733
)
150,455


Operating Activities
Net cash provided by operating activities for the six months ended July 1, 2017 was primarily attributable to our operations generating $56.1 million of cash (a net income of $22.8 million which included $33.3 million of net non-cash expenses), offset by operating assets and liabilities using $13.8 million of cash as discussed in more detail below.

Accounts receivable increased $21.5 million to $91.7 million at July 1, 2017 compared to $70.2 million at December 31, 2016 as a result of increased revenues and the timing of customer shipments.

Inventories, net increased $5.1 million to $65.0 million at July 1, 2017 compared to $59.8 million at December 31, 2016 as a result of inventory build, partially offset by higher revenues and a $4.6 million increase to our inventory valuation allowance.

Accounts payable increased $9.1 million to $43.2 million at July 1, 2017 compared to $34.1 million at December 31, 2016 as a result of unpaid system implementation costs and inventory purchases for customer orders.

Accrued liabilities increased $3.3 million to $33.4 million at July 1, 2017 compared to $30.2 million at December 31, 2016 as a result of a $3.0 million increase in our bonus accrual due to our level of company performance, a $1.0 million increase in accrued payroll due to the timing of payments, partially offset by a $0.7 million net decrease in other accrued liabilities.

Investing Activities
Net cash used in investing activities for the six months ended July 1, 2017 was primarily related to $7.8 million of cash used in the acquisition of property, plant and equipment and $14.7 million used for the purchase of marketable securities.

Financing Activities
Net cash used in financing activities for the six months ended July 1, 2017 primarily related to $15.6 million of principal payments made towards the repayment of our term loan, $10.1 million related to the repurchase of our common stock and $4.5 million related to tax withholdings associated with the net share settlements of our equity awards, partially offset by $14.5 million of proceeds received from issuances of common stock under our stock incentive plans.

Debt Facility

On June 24, 2016, we entered into a credit agreement (the “Credit Agreement”) with HSBC Bank USA, National Association ("HSBC"). Pursuant to the Credit Agreement, the lenders provided us with a senior secured term loan facility of $150 million (the “Term Loan”). The proceeds of the Term Loan were used to finance a portion of the purchase price paid in connection with the acquisition of Cascade Microtech.

The Term Loan bears interest at a rate equal to, at our option, (i) the applicable London Interbank Offered Rate ("LIBOR") rate plus 2.00% per annum or (ii) Base Rate (as defined in the Credit Agreement) plus 1.00% per annum. We have currently elected to pay interest at 2.00% over the one-month LIBOR rate. Interest payments are payable in quarterly installments over a five -year period. The Term Loan will amortize in equal quarterly installments, beginning June 30, 2016, in an annual amount equal to 5% for year one, 10% for year two, 20% for year three, 30% for year four and 35% for year five.

The obligations under the Term Loan are guaranteed by substantially all of our assets and the assets of our domestic subsidiaries, subject to certain customary exceptions.

The Credit Agreement contains negative covenants customary for financing of this type, as well as certain financial maintenance covenants. As of July 1, 2017 , the balance outstanding pursuant to the term loan was $123.8 million at an interest rate of 3.04% and we were in compliance with all covenants under the Credit Agreement.

28



Stock Repurchase Program

In February 2017, our Board of Directors authorized a program to repurchase up to $25 million of outstanding common stock to offset potential dilution from issuances of common stock under our stock-based compensation plans. The share repurchase program will expire on February 1, 2020. During the six months ended July 1, 2017 , we repurchased and retired 800,320 shares of common stock for approximately $10.1 million and, as of July 1, 2017 , $14.9 million remained available for future repurchases.

Repurchased shares are retired upon the settlement of the related trade transactions with the excess of cost over par value charged to additional paid-in capital. All repurchases were made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

Contractual Obligations and Commitments

Our contractual obligations and commitments have not materially changed as of July 1, 2017 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016 .

Off-Balance Sheet Arrangements
Historically, we have not participated in transactions that have generated relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of July 1, 2017 , we were not involved in any such off-balance sheet arrangements.

Recent Accounting Pronouncements

See Note 1 of Notes to Condensed Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
For financial market risks related to changes in interest rates and foreign currency exchange rates, reference is made to Item 7A: “Quantitative and Qualitative Disclosures about Market Risk” contained in Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 . Our exposure to market risk has not changed materially since December 31, 2016 .


29


Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), except as described below, that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On June 24, 2016, we completed the acquisition of Cascade Microtech, headquartered in Beaverton, Oregon, and are integrating the acquired business into our overall internal control over financial reporting process. Our management is in the process of assessing the internal control over financial reporting and is implementing or revising internal controls where necessary.

Limitations on the Effectiveness of Controls
Control systems, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems’ objectives are being met. Further, the design of any control systems must reflect the fact that there are resource constraints, and the benefits of all controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Control systems can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based, in part, on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

CEO and CFO Certifications
We have attached as exhibits to this Quarterly Report on Form 10-Q the certifications of our Chief Executive Officer and Chief Financial Officer, which are required in accordance with the Exchange Act. We recommend that this Item 4 be read in conjunction with the certifications for a more complete understanding of the subject matter presented.

PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The information relating to “Legal Matters” set forth under Note 11 - Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes during the six months ended July 1, 2017 to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2016 . If any of the identified risks actually occur, our business, financial condition and results of operations could suffer. The trading price of our common stock could decline and you may lose all or part of your investment in our common stock. The risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2016 are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business operations.

30


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Repurchase of Common Stock

The following table summarizes our repurchases of outstanding common stock for the three months ended July 1, 2017 :
Period (fiscal months)
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Amount that May Yet Be Purchased Under the Plans or Programs(1)
April 2, 2017-April 30, 2017
—

$
—

—

$
22,266,634

May 1, 2017-May 30, 2017
—

—

—

$
22,266,634

June 1, 2017-July 1, 2017
550,320

13.43

550,320

$
14,867,709

550,320

$
13.43

550,320


(1) In February 2017, our Board of Directors authorized a program to repurchase up to $25 million of outstanding common stock to offset potential dilution from issuances of our common stock under our stock-based compensation plans. Under the authorized stock repurchase program, we may repurchase shares from time to time on the open market. The pace of repurchase activity will depend on levels of cash generation, current stock price and other factors. The program may be modified or discontinued at any time. The share repurchase program will expire on February 1, 2020.

Item 6. Exhibits

The following exhibits are filed herewith and this list constitutes the exhibit index.
Exhibit
Incorporated by Reference
Filed
Number
Exhibit Description
Form
Date
Number
Herewith
31.01
Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.02
Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32.01
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*
101.INS
XBRL Instance Document
X
101.SCH
XBRL Taxonomy Extension Schema Document
X
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
X
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
X
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
X
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
X
______________________________________
*
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

31


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FormFactor, Inc.
Date:
August 9, 2017
By:
/s/ Michael M. Ludwig
Michael M. Ludwig
Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer, and Principal Accounting Officer)


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