What changed in this filing

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Item 1. Business

2021-02-22 compared with 2020-02-21 · 95 added, 44 removed, 152 unchanged (48% of the section changed)

FormFactor, Inc., headquartered in Livermore, California, is a leading provider of semiconductor test and measurement technologies.

We provide a broad range of high-performance probe cards, analytical probes, probe stations, metrology systems, and thermal sub-systems to both semiconductor companies and scientific institutions.

Our products provide electrical and optical information from a variety of semiconductor and electro-optical devices and integrated circuits from research, through development to production.

FormFactor, Inc., headquartered in Livermore, California, is a leading provider of test and measurement technologies.

We provide a broad range of high-performance probe cards, analytical probes, probe stations, metrology systems, thermal systems and cryogenic systems to both semiconductor companies and scientific institutions.

Our products provide electrical and physical information from a variety of semiconductor and electro-optical devices and integrated circuits from early research, through development, to high-volume production.

Customers use our products and services to lower production costs, improve yields, and enable development of their complex next generation products.

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was incorporated in 1993, and we introduced our first product in 1995.

In October 2012, we acquired Astria Semiconductor Holdings, Inc., including its subsidiary Micro-Probe Incorporated (together "MicroProbe"), in June 2016, we acquired Cascade Microtech, Inc.

("Cascade Microtech" or "CMI"), and in October 2019, we acquired FRT GmbH.

These acquisitions helped transform our business into a broader semiconductor test and measurement market leader with greater scale, diversification and market opportunities.

In October 2012, we acquired Astria Semiconductor Holdings, Inc., including its subsidiary Micro-Probe Incorporated (together "MicroProbe");

in June 2016, we acquired Cascade Microtech, Inc.

("Cascade Microtech" or "CMI");

in October 2019, we acquired FRT GmbH ("FRT");

in July 2020, we acquired the probe card assets of Advantest Corporation ("Baldwin Park");

and in October 2020, we acquired High Precision Devices, Inc.

These acquisitions have helped transform our business into a semiconductor test and measurement market leader with greater scale, diversification, breadth and market opportunities.

As of December 26, 2020, we operate in two reportable segments consisting of the Probe Cards Segment and the Systems Segment.

Sales of our probe cards and analytical probes are included in the Probe Cards Segment, while sales of our probe stations, metrology systems, and thermal sub-systems are included in the Systems Segment.

We design, manufacture and sell multiple product lines, including probe cards, analytical probes, probe stations, metrology systems, thermal sub-systems, and related services.

Sales of our probe cards and analytical probes are included in the Probe Cards Segment, while sales of our probe stations, metrology systems, and thermal and cryogenic systems are included in the Systems Segment.

We design, manufacture and sell multiple product lines, including probe cards, analytical probes, probe stations, metrology systems, thermal systems, and cryogenic systems, and related services.

Our probe cards utilize a variety of technologies and product architectures, including micro-electromechanical systems (MEMS) technologies.

We use advanced design and automation technologies to enable our rapid and cost-effective manufacturing of resilient composite contact elements with characteristic length scales of a few microns.

These contact elements are designed to provide a specific range of forces on, and across, a chip’s bond pad, solder bump, or copper pillar, during the test process and maintain their shape and position over a range of compression levels.

We use advanced design and automation technologies to enable rapid and cost-effective manufacturing of resilient composite contact elements with characteristic length scales of a few microns.

These contact elements are designed to provide a specific range of forces on, and across, a chip’s bond pad, solder bump, micro-bump, through-silicon-via (TSV), or copper pillar, during the test process and maintain their shape and position over a range of compression levels.

In addition, while maintaining these mechanical characteristics, the contact elements must achieve reliable and high-fidelity electrical contact through wafer surfaces that are generally oxidized or otherwise contaminated, and must maintain these attributes over hundreds of thousands, and even millions, of compression cycles.

Our range of capabilities enable us to rapidly produce customer-design specific probe cards that deliver leading precision, reliability, and electro-mechanical performance.

Our probe cards are customized for our customers’ unique wafer and chip designs by modifying and adapting our standard product architectures to meet an individual customer’s design layout and electrical test requirements.

We offer probe cards to test a variety of semiconductor device types, including systems on a chip, mobile application processors, microprocessors, microcontrollers, graphic processors, radio frequency, analog, mixed signal, image sensors, electro-optical, DRAM memory, NAND flash memory and NOR flash memory devices.

Our range of capabilities enable us to rapidly produce customer-design specific probe cards that deliver leading precision, quality, reliability, and electro-mechanical performance.

Our probe cards are customized for our customers’ unique wafer and chip designs by modifying and adapting our standard product architectures to meet an individual customer’s specific wafer and chip design layouts and electrical test requirements.

We offer probe cards to test a variety of semiconductor device types, including systems on a chip (SoC), mobile application processors, microprocessors, microcontrollers, graphic processors, radio frequency, analog, mixed signal, image sensors, electro-optical, DRAM memory, NAND flash memory and NOR flash memory devices.

For many advanced applications, our products must maintain tens of thousands of simultaneous high-fidelity low-impedance electrical contacts with the corresponding chip contacts on the wafer.

Our present technologies enable probe cards with over 100,000 contact elements with spacings as small as 40 microns over geometries as large as 300mm.

Our present technologies enable probe cards with over 100,000 contact elements with spacings as small as 240 microns over geometries as large as an entire 300mm wafer.

In addition, for high signal-fidelity devices such as wireless radio frequency transceivers and automotive radar chips, our probe card technologies are capable of testing at millimeter-wave frequencies range, currently up to 81 GHz.

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We design probe cards to provide for a precise match with the thermal expansion characteristics of the wafer under test across the range of test operating temperatures.

For many of our products, our customers can use the same probe card for both low and high temperature testing.

For many of our products, our customers can use the same probe card

for both low and high temperature testing.

We also design probe cards for customers that require extreme positional accuracy at a specific temperature.

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Probing systems are a fundamental tool for characterizing and verifying electrical performance and reliability to enable new semiconductor technologies.

We design our probing systems for semiconductor design engineers to capture and analyze more accurate data in a shorter amount of time.

We design our probing systems for semiconductor design engineers to capture and analyze more accurate data in a shorter amount of time and to be able to control and manage testing at temperatures from near absolute zero to hundreds of degrees centigrade.

We build upon our probe stations to create integrated measurement systems that provide complete solutions for our customers’ complex measurement requirements.

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Metrology Systems.

As a result of our acquisition of FRT GmbH in October 2019, we began offering surface metrology systems for various applications including the development, production and quality control of semiconductor products.

We offer surface metrology systems for various applications including the development, production and quality control of semiconductor products.

With resolution down to nanometer scales, these systems measure topography, structure, step height, roughness, wear, thickness variation, film thickness and other parameters.

The modular architecture of the systems allows for exact sensor configuration to be customized for the application on a common platform.

The modular architecture of the systems allows for the sensor configuration to be customized for the application while leveraging a common platform.

These systems integrate hybrid metrology capabilities and proprietary software to enable non-destructive and rapid measurement of multiple features and parameters simultaneously, which has multiple applications but is particularly useful in the growing space of advanced packaging and MEMS applications.

Thermal Subsystems.

Our thermal subsystems produce thermal chucks and other test systems used in probe stations.

Our thermal subsystems include thermal chucks and other test systems used in probe stations and other applications where precise temperature management is required.

Thermal chuck systems enable the testing of devices at precise temperatures or across a range of temperatures.

These systems are both marketed externally and allow for vertical integration with our probe stations.

Cryogenic Subsystems.

Our cryogenic subsystems include the manufacture of precision cryogenic instruments.

These include advanced cryogenic probe stations that function both at the wafer and the chip level, as well as Adiabatic Demagnetization Refrigerator (ADR) cryostats used in various applications, including cryogenic probe stations, sensor applications, quantum and super-conducting computing applications, and other situations where cryogenic temperature management is required.

These systems are marketed externally and also allow for vertical integration with our existing cryogenic wafer probe stations and cryogenic engineering probes.

Services and Support.

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Our customers include companies, universities and institutions that design or make semiconductor, and semiconductor related products in the Foundry & Logic, DRAM, Flash, Display and Sensor markets.

Our customers use our products to test nearly all semiconductor device types, including mobile application processors, microprocessors, microcontrollers, graphic processors, radio frequency, analog, mixed signal, image sensors, opto-electrical, DRAM memory, NAND flash memory and NOR flash memory devices.

Fabless semiconductor suppliers do not manufacture their own semiconductors, but they purchase our analytical probes and probe stations for research and development, and device characterization.

Our customers use our products to test nearly all semiconductor device types, including SoCs, mobile application processors, microprocessors, quantum processors,

microcontrollers, graphic processors, radio frequency, analog, mixed signal, image sensors, electro-optical, DRAM memory, NAND flash memory and NOR flash memory devices.

Fabless semiconductor suppliers do not manufacture their own semiconductors, but they purchase our analytical probes, probe stations, and other System products for research and development, and device characterization.

They also purchase, or direct their foundries or wafer test facilities to purchase, our probe cards to test wafers manufactured for them.

We believe our customers consider timely service and support to be an important aspect of our relationship as they are frequently associated with high-volume manufacturing and design-specific product ramps.

Our probe stations are installed at customer sites either by us, our manufacturers’ representatives or our distributors, depending on the complexity of the installation and the customer’s geographic location.

We believe our customers consider timely service and support to be an important aspect of our relationship as our products are critical elements of high-volume manufacturing and design-specific product ramps.

Our probe stations and metrology systems are installed at customer sites either by us, our manufacturers’ representatives or our distributors, depending on the complexity of the installation and the customer’s geographic location.

We assist our customers in the selection, integration and use of our products through application engineering support.

We also provide worldwide on-site probe card maintenance and service

training, seminars and telephone support.

In certain geographic regions, and for selected products , o ur manufacturers’ representatives and distributors provide additional service and support.

We also provide worldwide on-site probe card maintenance and service training, seminars and telephone support.

In certain geographic regions, and for selected products, our manufacturers’ representatives and distributors provide additional service and support.

Information concerning revenue by geographic region and by country based upon ship-to location appears under Item 7:

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Some of these components and materials are supplied by a single vendor, and some are subject to certain minimum order quantities.

Generally, we rely on purchase orders rather than long-term contracts with our suppliers, which subjects us to risks, including price increases, manufacturing capacity constraints and component shortages.

Generally, we rely on purchase orders rather than long-term contracts

with our suppliers, which subjects us to risks, including price increases, manufacturing capacity constraints and component shortages.

We continually assess and evaluate alternative sources of supply for all components and materials.

Our primary manufacturing facilities are located in Livermore, San Jose and Carlsbad, California, Beaverton, Oregon, United States, and in Thiendorf, Germany.

Our primary manufacturing facilities are located in Livermore, San Jose, Carlsbad, and Baldwin Park, California, Beaverton, Oregon, Boulder, Colorado, United States, and in Thiendorf, Germany.

We also perform manufacturing operations in our facilities in Munich and Bergisch Gladbach, Germany;

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Research, Development and Engineering

The semiconductor industry is subject to rapid technological change and new product introductions and enhancements.

We believe that our continued commitment to research and development and our timely introduction of new and enhanced products

and technologies are integral to maintaining and enhancing our competitive position.

The semiconductor industry is subject to rapid technological change with a continuous stream of new product introductions and technology enhancements.

We believe that our continued commitment to research and development and our timely introduction of new and enhanced products and technologies are integral to maintaining and enhancing our competitive position.

We allocate significant resources to these efforts and prioritize those resources to prepare for our customers’ next generation electrical test and measurement challenges.

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The probe card market comprises of many domestic and foreign companies, and has historically been fragmented with many local suppliers servicing individual customers in often differentiated applications.

Our primary competitors are Advantest Corporation, AMST Co., Ltd., Feinmetall GmbH, Japan Electronic Materials Corporation, Korea Instrument Co., Ltd., M2N Co., Ltd., Microfriend Inc., Micronics Japan Co., Ltd., MPI Corporation, Micro Square Technology Inc., NHK Spring Co., Ltd., Soulbrain Engineering, Nidec SV TCL, Synergie CAD, TechnoProbe S.p.A, TSE Co., Ltd., WinWay Technology Co., Ltd., WILL-Technology Co., Ltd., Yokowo and Unity SC, among others.

Our primary competitors are AMST Co., Ltd., Feinmetall GmbH, Japan Electronic Materials Corporation, Korea Instrument Co., Ltd., M2N Co., Ltd., Microfriend Inc., Micronics Japan Co., Ltd., MPI Corporation, Micro Square Technology Inc., NHK Spring Co., Ltd., Soulbrain Engineering, Nidec SV TCL, Synergie CAD, TechnoProbe S.p.A, TSE Co., Ltd., WinWay Technology Co., Ltd., WILL-Technology Co., Ltd., and Yokowo, among others.

Probe card vendors such as Japan Electronic Materials Corporation, Micronics Japan Company, Ltd.

and TechnoProbe, offer probe cards built using similar types of lithographic patterning as do we.

The high capital investment and other costs associated with the development of lithographically defined probe cards and the time and high cost of the customer evaluation process represent significant barriers to entry for this type of technology.

We believe that the primary competitive factors in the production probe card market depend upon the type of integrated circuit being tested, but also include customer service, knowledge of measurement techniques, delivery time, price, probe card lifetime, chip damage prevention, probe tip touch-down accuracy, speed and frequency of the probe card, number of chips contacted in parallel, number of probe tips and their layout, signal integrity, and frequency and effectiveness of any required cleaning.

and TechnoProbe, offer probe cards built using similar types of MEMS technology as do we.

The high capital investment and other costs associated with the development of MEMS probe cards and the time and high cost of the customer evaluation process represent significant barriers to entry for this type of technology.

We believe that the primary competitive factors in the production probe card market depend upon the type of integrated circuit being tested, but also include customer service, knowledge of measurement techniques, delivery time, price, probe card lifetime, chip damage prevention, probe tip touch-down accuracy, speed and frequency of the probe card, number of chips contacted in parallel, number of probe tips and their layout and pitch, signal integrity, and frequency and effectiveness of any required cleaning.

As a result of our relative strengths in these areas, we believe that we compete favorably in the advanced probe card market, and in probe cards for parallel testing of chips with densely-packed bond pads, bumps or pillars, and in high signal integrity testing of wireless radio frequency devices that operate up to millimeter-wave frequencies, a capability needed for components used in 5G applications.

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Ltd., and Wentworth Laboratories Inc.

We believe that the primary competitive factors in the probe station market are measurement accuracy and versatility, measurement speed, automation features, knowledge of measurement techniques, completeness of the measurement solutions, delivery time and price.

We believe that the primary competitive factors in the probe station market are measurement accuracy and versatility at temperature, including cryogenic temperatures, measurement speed, automation features, knowledge of measurement techniques, completeness of the measurement solutions, delivery time and price.

We believe that we compete favorably with respect to these factors.

Metrology Systems.

Our primary competitors in the metrology system market are Filmetrics, Nova Measuring Instruments Ltd., Bruker Corporation, Camtek Ltd., Cohu, Inc., Nanometrics Incorporated (recently acquired by Rudolph Tehnologies, Inc.) and Unity SC.

Our primary competitors in the metrology system market are Bruker Corporation, Camtek Ltd., Cohu, Inc., Filmetrics, Onto Innovation, and Unity SC.

We believe that the primary competitive factors in this market are breadth of measurement types, measurement accuracy, measurement speed and throughput, ability apply algorithms to multiple sensor inputs to indirectly measure attributes not otherwise directly observable, knowledge of measurement techniques and applications, delivery time and price.

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We believe that we compete favorably with respect to these factors.

Cryogenic Subsystems.

In the market for cryogenic subsystems, we compete principally against Bluefors Oy, Entropy, Lakeshore Cryotronics, Inc.

(which recently acquired Janis Research), Leiden Cryogenics B.V., Montana Instruments, Nagase Techno-Engineering Co., Oxford Instruments, and STAR Cryoelectronics.

We believe the primary competitive factors in this market are cryogenic performance, reliability, throughput and application expertise.

We believe we compete favorably with respect to these factors.

Some of our competitors are also suppliers of other types of test and measurement equipment or other semiconductor equipment and may have greater financial and other resources than we do.

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Semiconductor manufacturers may also increase their use of test strategies that include low performance semiconductor testers, less complex probe cards, or test procedures that do not involve our products.

Our ability to compete favorably may also adversely affect the long-standing relationships between our competitors and certain semiconductor manufacturers.

Our ability to compete favorably may also adversely be affected by the long-standing relationships between our competitors and certain semiconductor manufacturers.

Intellectual Property

Our success depends in part upon our ability to continue to innovate and invest in research and development to meet the testing requirements of our customers, to maintain and protect our proprietary technology, and to conduct our business without infringing on the proprietary rights of others.

Our success depends in part upon our ability to continue to innovate and invest in research and development to meet the test and measurement requirements of our customers, to maintain and protect our proprietary technology, and to conduct our business

without infringing on the proprietary rights of others.

We rely on a combination of patents, trade secrets, trademarks and contractual restrictions on disclosure to protect our intellectual property rights.

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No assurance can be given that any patents will not be challenged, invalidated or circumvented, or that the rights granted thereunder will provide us with a sustained competitive advantage.

In addition, there can be no assurance that we will be able to protect our technology, or that competitors will not be able to independently develop similar or functionally competitive

technologies, design around our patents, or attempt to manufacture and sell infringing products in countries that do not strongly enforce intellectual property rights.

In addition, there can be no assurance that we will be able to protect our technology, or that competitors will not be able to independently develop similar or functionally competitive technologies, design around our patents, or attempt to manufacture and sell infringing products in countries that do not strongly enforce intellectual property rights.

Human Capital

We believe that each employee contributes to our culture of integrity, innovation, and teamwork.

We reinforce this culture through our human capital development programs that drive talent acquisition, retention and employee engagement.

These programs include carefully designed compensation at all levels, a variety of training, diversity and inclusion objectives, and other initiatives.

Our compensation programs help attract and retain key talent and are designed for our employees to share in our company’s success.

These programs focus on compensation that we believe is market-competitive, reflect company performance, and align with drivers of stockholder value with differentiation based on performance, skills, geographic location, and tenure.

We use information from outside compensation and benefits consulting firms to evaluate the competitiveness of the compensation we offer to employees in specific job types, and the structure of our compensation programs, to help provide benchmarking against our peers within the industry.

We also offer a variety of benefits such as health insurance, paid and unpaid leaves, retirement, life and disability/accident coverage as applicable to their geographic location.

We also offer a variety of other benefits which allow employees to select the options which meet their needs such as for wellness, insurance and professional services.

Our training initiatives promote the continuous improvement of our workforce to keep pace with an ever-increasingly complex business and industry.

In addition to formal training, the capabilities of our workforce grow through structured feedback, mentorships, team building, career progression, tuition assistance, and a culture of transparency.

In 2020, we implemented a new training management platform, allowing for a more organized and efficient administration of training to our employees.

Our training initiatives are designed to foster skills development, compliance and our company values.

We leverage both formal and informal programs to identify, foster, and retain top talent.

On an annual basis, we have conducted a talent review process with our chief executive officer, leaders of our business units and functions that is focused upon performance, potential, diversity, and succession for critical roles.

Our commitment to diversity and inclusion is a significant part of our human capital development programs.

We believe that the recruitment, retention and promotion of a balanced workforce is an important driver of company performance.

We support these values through sponsored events, networking groups, and management objectives.

As an equal opportunity employer, we develop and implement an annual and targeted affirmative action plan reflecting specific metrics.

We also inspire employee engagement through our commitment to corporate social responsibility, including in defined focus areas of sustainable technology, health and safety, labor and human rights, energy and climate change, supply chain responsibility and waste and chemical management.

Our workplace health and safety programs include robust policies, procedures, training programs, and self-audits.

Nearly all of our manufacturing employees are located in California, Oregon and Germany, where workplace safety and labor regulations

support maintaining high standards of employee protection.

We have also been demonstrating a focus on health and safety in our response to the COVID-19 pandemic world-wide, including work-from-home flexibility, requiring those who may be sick to stay home;

COVID-19 safety protocols across all locations, including social distancing, personal protective equipment and cleanings;

regular internal communication regarding impacts of the COVID-19 pandemic and safety protocols;

temperature screening at our manufacturing facilities;

and restrictions on domestic and international non-essential travel.

We believe that our current human capital is appropriate to serve the requirements of our business, and that our human capital development programs and other initiatives are well designed to maintain the quality of our human capital.

For our manufacturing activities, the speed at which we can recruit, train and deploy quality new and replacement personnel is an important part of our ability to ramp up and maintain our production capacity.

We rely upon both employees and resources from staffing firms to meet our needs for direct labor.

Speed, accuracy and agility in this process is important to our business.

Similarly, it is important to our business that we are able to regularly recruit and train quality new and replacement design and engineering staff.

For example, our probe card products require that we develop custom designs for our customers’ new product designs.

We face strong competition from companies in a variety of technology fields to secure the engineering talent that we require.

In addition, restrictions on immigration and skilled-worker visas in a variety of jurisdictions impacts the ease and flexibility with which we can develop these resources.

As of December 26, 2020, we had 2,166 regular full-time employees, including 1,322 in operations, 383 in research and development, 301 in sales and marketing and 160 in general and administrative functions.

By region, 1,566 of our employees were in North America, 347 in Asia and 253 in Europe.

No employees are currently covered by a collective bargaining agreement.

However, certain employees at our manufacturing facility in Thiendorf, Germany, are represented by a works council.

We believe that, overall, our relations with our employees are good.

As of December 26, 2020, our Probe Cards Segment had 1,567 regular full-time employees, our Systems Segment had 399 regular full-time employees, plus we had 200 regular full-time employees in corporate functions.

None of our employees in the United States are covered by a collective bargaining agreement.

Certain employees at our manufacturing facility in Germany are represented by a works council.

Our employees take pride in their work and we believe that our overall relations with our employees is positive.

Available Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business