6 unchanged sentences
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
−Removed: Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our board of directors,
−Removed: management and other personnel and consultants, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
+Added: Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel and consultants, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets;
20 unchanged sentences
Insider Trading Arrangements
−Removed: During the quarter ended December 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K), except as follows:
−Removed: Mike Slessor , the Company’s Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement on November 20, 2023 .
−Removed: Under this arrangement, a total of 84,002 shares of our common stock may be sold, subject to certain conditions, after March 1, 2024 and before the arrangement expires on November 5, 2025.
−Removed: The above arrangement is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.
+Added: During the quarter ended December 28, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item is incorporated by reference to the proxy statement for our 2024 Annual Meeting of Stockholders under the captions Corporate Governance, Executive Officers, and, if applicable, Delinquent Section 16 Reports.
+Added: The information required by this item is incorporated by reference to the proxy statement for our 2025 Annual Meeting of Stockholders under the captions Corporate Governance, Executive Officers, and, if applicable, Delinquent Section 16(a) Reports.
+Added: Insider Trading Policy
+Added: We have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.
+Added: A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Executive Compensation
−Removed: The information required by this item is incorporated by reference to the proxy statement for our 2024 Annual Meeting of Stockholders under the captions Executive Compensation and Related Information, Compensation Committee Interlocks and Insider Participation and Report of the Compensation Committee.
+Added: The information required by this item is incorporated by reference to the proxy statement for our 2025 Annual Meeting of Stockholders under the captions Compensation Discussion and Analysis, Executive Compensation and Related Information, Compensation Committee Interlocks and Insider Participation and Compensation Committee Report.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 unchanged sentence
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this item is incorporated by reference to the proxy statement for our 2024 Annual Meeting of Stockholders under the captions Certain Relationships and Related Transactions and Independence of Directors.
+Added: The information required by this item is incorporated by reference to the proxy statement for our 2025 Annual Meeting of Stockholders under the captions Certain Relationships and Related Person Transactions and Independence of Directors.
Principal Accountant Fees and Services
21 unchanged sentences
Certificate of Amendment of Amended and Restated Certificate of Incorporation of FormFactor, Inc.
−Removed: 8-K 000-50307 6/3/2022 3.1
+Added: — — — — X ***
Restated Certificate of Incorporation of FormFactor, Inc.
−Removed: 8-K 000-50307 6/3/2022 3.2
Amended and Restated By-laws of FormFactor, Inc.
2 unchanged sentences
Description of Securities 10-K 000-50307 2/22/2021 4.2
+Added: FormFactor, Inc.
+Added: Severance Plan for US Executives
Form of Indemnity Agreement S-1/A 333-86738 5/28/2002 10.01
−Removed: Form of Change of Control Severance Agreement 8-K 000-50307 7/26/2022 10.1
Employee Incentive Plan, as amended and restated effective January 28, 2025
+Added: Employee Incentive Plan, as amended and restated effective January 25, 2022
Equity Incentive Plan, as amended and restated effective May 27, 2022 DEF 14A 000-50307 4/13/2022 Appendix B
24 unchanged sentences
10-Q 000-51072 5/9/2014 10.1
−Removed: Second Amendment to Lease dated February 25, 2013, between Nimbus Center LLC and Cascade Microtech, Inc.
−Removed: 10-Q 000-51072 5/8/2013 10.2
Incorporated by Reference
1 unchanged sentence
First Filing Exhibit
+Added: Second Amendment to Lease dated February 25, 2013, between Nimbus Center LLC and Cascade Microtech, Inc.
+Added: 10-Q 000-51072 5/8/2013 10.2
Third Amendment to Lease dated January 23, 2014, between Nimbus Center LLC and Cascade Microtech, Inc.
11 unchanged sentences
Employment Offer Letter, dated August 29, 2012 to Mike Slessor 10-K 000-50307 3/13/2013 10.19+
−Removed: CEO Change of Control and Severance Agreement, dated July 20, 2022 by and between Mike Slessor and the Registrant 8-K 000-50307 7/26/2022 10.3
+Added: CEO Change of Control and Severance Agreement, dated November 15, 2024 by and between Mike Slessor and the Registrant
Employment Offer Letter, dated February 15, 2018 to Shai Shahar 10-Q 000-50307 5/8/2018 10.1
2 unchanged sentences
as purchaser and FormFactor GmbH as seller and FormFactor, Inc as Parent and FRT GmbH as Company, dated as of September 17, 2023
−Removed: 10-Q 000-50307 11/7/2023 10.01
+Added: Insider Trading Policy
List of Registrant's subsidiaries — — — — X
21 unchanged sentences
** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
+Added: *** Exhibit is refiled to correct a formatting error in the previously filed version.
+ Indicates a management contract or compensatory plan or arrangement.
+Added: ++ The schedules, exhibits, and annexes to this exhibit have been omitted in reliance on Item 601(a)(5) of Regulation S-K and will be furnished supplementally to the SEC upon request.
+Added: # Certain information identified by bracketed asterisks ([***]) has been omitted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential.
Pursuant to the requirements of Section 13 or 15(d) 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.
12 unchanged sentences
DENNIS Director February 21, 2025
−Removed: /s/ LOTHAR MAIER Director February 23, 2024
+Added: /s/ KEVIN BREWER
+Added: Director February 21, 2025
/s/ REBECA OBREGON-JIMENEZ Director February 21, 2025
47 unchanged sentences
We identified the evaluation of inventory excess and obsolescence as a critical audit matter.
−Removed: Complex auditor judgment was required to evaluate certain assumptions used to estimate future consumption of inventory in the Company’s model, specifically qualitative other factors that have a high degree of subjectivity and are based on the outcome of uncertain future events.
+Added: Complex auditor judgment was required to evaluate certain assumptions used to estimate future consumption of inventory in the Company’s model, specifically assumptions and qualitative other factors that have a higher degree of subjectivity and are based on the outcome of uncertain future events.
The following are the primary procedures we performed to address this critical audit matter.
We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to estimate inventory excess and obsolescence.
−Removed: This included controls related to the development of certain assumptions used to estimate future consumption of inventory, including qualitative other factors.We assessed the Company’s assumptions used to estimate future consumption of inventory, including qualitative other factors by:
+Added: This included controls related to the development of certain assumptions used to estimate future consumption of inventory, including qualitative other factors.
+Added: We assessed the Company’s assumptions used to estimate future consumption of inventory, including qualitative other factors by:
• evaluating historical cumulative write down trends and relevant changes to the overall business environment, including key customers and product lines
−Removed: • evaluating the Company’s ability to accurately estimate future consumption by comparing certain assumptions made in prior year to actual results in the subsequent period
−Removed: • performing inquiries with nonfinancial personnel, including sales and production employees, for a selection of products within inventory for which the Company recorded an adjustment to the cost basis based on qualitative other factors
−Removed: • selecting a sample of products within inventory for which the Company recorded an adjustment to the cost basis based on qualitative other factors and for each sample selection, we inspected internal and/or external information underlying the qualitative other factors and recalculated the Company’s estimate of the cumulative inventory write-downs based on the actual quantity of product on hand compared to the estimate of future consumption.
+Added: • evaluating the Company’s ability to accurately estimate future consumption by comparing certain assumptions made in the prior year to actual results in the current period
+Added: • performing inquiries with nonfinancial personnel, including sales and production employees, for a selection of products within inventory for which the Company evaluated excess and obsolescence based on assumptions or qualitative other factors with a higher degree of subjectivity
+Added: • selecting a sample of products within inventory and for each sample selection, we inspected internal and/or external information underlying the Company’s evaluation of excess and obsolescence and recalculated the Company’s estimate of the cumulative inventory write-downs based on the actual quantity of product on hand compared to the estimate of future consumption.
We have served as the Company’s auditor since 2013.
15 unchanged sentences
Operating lease, right-of-use-assets 22,579 30,519
−Removed: Property, plant and equipment, net 204,399 189,848
+Added: Property, plant and equipment, net of accumulated depreciation 210,230 204,399
Goodwill 199,171 201,090
7 unchanged sentences
Accrued liabilities 43,742 41,037
−Removed: Current portion of term loans, net of unamortized issuance cost of $ 5 and $ 5
+Added: Current portion of term loan, net of unamortized issuance cost of $ 5 and $ 5
Deferred revenue 15,847 16,704
1 unchanged sentence
Total current liabilities 131,345 131,095
−Removed: Term loans, less current portion, net of unamortized issuance cost of $ 55 and $ 60
+Added: Term loan, less current portion, net of unamortized issuance cost of $ 49 and $ 55
12,208 13,314
−Removed: Deferred tax liabilities — 2,732
Long-term operating lease liabilities 17,550 25,334
11 unchanged sentences
Accumulated other comprehensive loss ( 10,840 ) ( 4,052 )
−Removed: Accumulated income (deficit) 51,331 ( 31,056 )
+Added: Accumulated income 120,945 51,331
Total stockholders’ equity 947,768 908,804
43 unchanged sentences
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
−Removed: Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Income (Deficit) Total
+Added: Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Income (Deficit) Total
Shares Amount
10 unchanged sentences
Issuance of common stock under the Employee Stock Purchase Plan 363,190 — 8,822 — — 8,822
−Removed: Issuance of common stock pursuant to exercise of options for cash 6,000 — 42 — — 42
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax 635,495 1 ( 10,688 ) — — ( 10,687 )
1 unchanged sentence
Stock-based compensation — — 38,272 — — 38,272
−Removed: Other comprehensive loss — — — ( 4,129 ) — ( 4,129 )
+Added: Other comprehensive income — — — 1,526 — 1,526
Net income — — — — 82,387 82,387
4 unchanged sentences
Stock-based compensation — — 39,752 — — 39,752
−Removed: Other comprehensive income — — — 1,526 — 1,526
+Added: Other comprehensive loss — — — ( 6,788 ) — ( 6,788 )
Net income — — — — 69,614 69,614
3 unchanged sentences
CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Fiscal Year Ended
+Added: Twelve Months Ended
December 28, 2024 December 30, 2023 December 31, 2022
8 unchanged sentences
Stock-based compensation expense 39,763 38,616 31,337
−Removed: Deferred income tax provision (benefit) ( 12,100 ) ( 6,343 ) 3,869
+Added: Deferred income tax benefit ( 13,355 ) ( 12,100 ) ( 6,343 )
Gain on sale of business ( 20,581 ) ( 72,953 ) —
3 unchanged sentences
Non-cash restructuring charges 428 — 200
−Removed: Gain on contingent consideration — — ( 95 )
Foreign currency transaction losses 1,509 2,282 2,251
18 unchanged sentences
Purchases of marketable securities ( 139,091 ) ( 135,462 ) ( 101,894 )
−Removed: Proceeds from maturities of marketable securities 118,753 95,794 91,734
+Added: Proceeds from maturities and sales of marketable securities 123,962 118,753 95,794
Net cash provided by (used in) investing activities ( 33,480 ) 29,049 ( 75,704 )
4 unchanged sentences
Payments on term loan ( 1,075 ) ( 1,045 ) ( 8,398 )
−Removed: Payment of contingent consideration — — ( 3,873 )
Net cash used in financing activities ( 64,612 ) ( 22,711 ) ( 95,932 )
13 unchanged sentences
Supplemental disclosure of cash flow information:
−Removed: Income taxes paid, net $ 17,385 $ 10,917 $ 7,957
−Removed: Cash paid for interest, net 422 535 643
+Added: Cash paid for income taxes, net $ 15,584 $ 17,385 $ 10,917
+Added: Cash paid for interest 391 422 535
Operating cash outflows from operating leases 9,308 9,135 8,913
9 unchanged sentences
FormFactor, Inc.
−Removed: is a leading provider of essential test and measurement technologies along the full semiconductor product lifecycle - from characterization, modeling, reliability, and design de-bug, to qualification and production test.
−Removed: 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.
−Removed: Our products provide electrical information from a variety of semiconductor and electro-optical devices and integrated circuits from early research, through development, to high-volume production.
+Added: is a leading provider of electrical and optical test and measurement technologies along the full semiconductor product lifecycle - from characterization, modeling, reliability, and design de-bug, to qualification and production test.
+Added: We provide a broad range of high-performance probe cards, analytical probes, probe stations, thermal systems, and cryogenic systems to both semiconductor companies and scientific institutions.
+Added: Our products provide electrical and optical 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 accelerate profitability by optimizing device performance, reducing scrap, and improving yields.
3 unchanged sentences
and Woburn, Massachusetts, all in the United States;
−Removed: Munich and Thiendorf, Germany, and sales, service and support operations are located in the United States, Germany, France, Italy, South Korea, Japan, Taiwan, China and Singapore.
+Added: Munich and Thiendorf, Germany, and sales, service and support operations are located in the United States, Germany, France, Italy, South Korea, Japan, Taiwan, and Singapore.
+Added: We also have smaller manufacturing operations in Yokohama, Japan.
Our fiscal year ends on the last Saturday in December.
8 unchanged sentences
Dollars using average exchange rates in effect during the period.
−Removed: The gains and losses from the foreign currency translation of these subsidiaries' financial statements are included as a separate component of stockholders' equity on our Consolidated Balance Sheets under Accumulated other comprehensive loss.
+Added: The gains and losses from the foreign currency translation of these subsidiaries' financial statements are included as a separate component of stockholders' equity on our Consolidated Balance Sheets within Accumulated other comprehensive loss.
Certain other of our foreign subsidiaries use the U.S.
46 unchanged sentences
Charges (reversals) to costs and expenses 20 333 ( 27 )
+Added: Write-offs ( 517 ) — —
Balance at end of year $ 4 $ 501 $ 168
−Removed: We state our inventories at the lower of cost (principally standard cost which approximates actual cost on a first in, first out basis) or net realizable value.
−Removed: We regularly assess the value of our inventory and will periodically write down its value for
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: estimated excess inventory and product obsolescence based upon an analysis of existing inventory quantities compared to estimated future consumption.
+Added: We state our inventories at the lower of cost (principally standard cost which approximates actual cost on a first in, first out basis) or net realizable value.
+Added: We regularly assess the value of our inventory and will periodically write down its value for estimated excess inventory and product obsolescence based upon an analysis of existing inventory quantities compared to estimated future consumption.
Future consumption is estimated based upon assumptions about how past consumption, recent purchases, backlog and other factors may indicate future consumption.
11 unchanged sentences
Restricted Cash
−Removed: Restricted cash is comprised primarily of funds held by our foreign subsidiaries for employee obligations, office leases, environmental remediation, and temporary customs import permits
+Added: Restricted cash is comprised primarily of funds held in escrow as required by the divestiture of our China Operations and funds held by our foreign subsidiaries for employee obligations, office leases, environmental remediation, temporary customs import permits, and customer deposits.
Property, Plant, and Equipment
19 unchanged sentences
If the fair value of a reporting unit exceeds the carrying amount, goodwill of the reporting unit is not considered impaired.
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We evaluate impairment by first assessing qualitative factors to determine whether it is necessary to perform a quantitative impairment test.
1 unchanged sentence
Otherwise, no further testing is required.
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We perform our annual goodwill impairment test in the fourth quarter of each year by assessing qualitative factors, including, but not limited to, an assessment of our market capitalization, which was significantly higher than our book value.
33 unchanged sentences
We market and sell our products to a relatively narrow base of customers and generally do not require collateral.
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following customers represented 10% or more of our revenues:
1 unchanged sentence
December 28, 2024 December 30, 2023 December 31, 2022
+Added: SK hynix Inc.
Intel Corporation 14.6 % 17.1 % 19.0 %
−Removed: Samsung Electronics Co., LTD.
* Less than 10% of revenues.
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: At December 30, 2023, two customers accounted for 17.8 % and 11.0 % of gross accounts receivable.
At December 28, 2024, one customer accounted for 22.0 % of gross accounts receivable.
+Added: At December 30, 2023, two customers accounted for 17.8 % and 11.0 % of gross accounts receivable.
No other customers accounted for 10% or more of gross accounts receivable for these fiscal period ends.
3 unchanged sentences
Government Assistance
+Added: California Competes Grant:
In January 2023, we received $ 18.0 million in cash from a California Competes Grant (the “Grant”) awarded from the California Governor’s Office of Business and Economic Development.
3 unchanged sentences
We have presented the proceeds from the Grant as cash provided by operating activities within our Consolidated Statements of Cash Flows as the Grant is to offset operations.
−Removed: No amounts were recognized as an offset to expenses in fiscal 2023 and the full grant remains deferred.
+Added: No amounts were recognized as an offset to expenses in fiscal 2024 and 2023 and the full grant remains deferred.
+Added: Advanced Manufacturing Investment Credit:
+Added: The Creating Helpful Incentives to Produce Semiconductors and Science Act of 2022 (the “CHIPS Act”) was signed into law on August 9, 2022.
+Added: The CHIPS Act provides for various incentives and tax credits, among other items, including the Advanced Manufacturing Investment Credit (“AMIC”), which equals 25% of qualified investments in an advanced manufacturing facility that is placed in service after December 31, 2022.
+Added: The Company expects to receive refundable federal investment tax credits through the CHIPS Act in connection with ongoing expansion projects.
+Added: At least a portion of our capital expenditures qualify for this credit, which benefits us by allowing us to net the credit received against our costs.
+Added: The AMIC credit is accounted as a reduction to the depreciable basis of the assets used in operations.
+Added: The Company has offset the cost of property, plant, and equipment by the amount of the estimated credit of $ 7.3 million and $ 3.7 million for fiscal December 28, 2024 and December 30, 2023, respectively.
+Added: The receivable recorded is an estimate based on the Company's interpretation of the Section 48D Advanced Manufacturing Investment Credit under the CHIPS Act, which may be refunded to us in cash to the extent it exceeds our outstanding income tax liabilities.
Revenue Recognition
11 unchanged sentences
however, control of our product is typically transferred to the customer at the point in time the product is either shipped or delivered, depending on the terms of the arrangement, as the criteria for over time recognition is not met.
−Removed: In limited circumstances, substantive acceptance by the customer exists which results in the deferral of revenue until acceptance is formally received from the customer.
+Added: In limited circumstances, substantive acceptance by the customer exists which
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: results in the deferral of revenue until acceptance is formally received from the customer.
Judgment may be required in determining if the acceptance clause is substantive.
10 unchanged sentences
For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation based on its relative stand-alone selling price.
−Removed: The stand-alone selling prices are determined based on observable prices, which
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: are the prices at which we separately sell these products.
+Added: The stand-alone selling prices are determined based on observable prices, which are the prices at which we separately sell these products.
For items which do not have observable prices, we use our best estimate of the stand-alone selling prices.
24 unchanged sentences
This estimating process is based on historical experience of similar products, as well as various other assumptions that we believe to be reasonable under the circumstances.
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We provide for the estimated cost of product warranties at the time revenue is recognized.
11 unchanged sentences
All research and development costs are expensed as incurred.
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We utilize the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse and for operating losses and tax credit carryforwards.
23 unchanged sentences
The fair value of Performance RSUs (“PRSU”) is based on certain market performance criteria and is measured using a Monte Carlo simulation pricing model.
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
See Note 12, Stockholders' Equity , and Note 13, Stock-Based Compensation , for additional information.
8 unchanged sentences
Weighted-average shares used in computing basic and diluted net income per share 78,437 78,159 78,201
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accumulated other comprehensive loss
18 unchanged sentences
Corporate bonds 81,612 267 ( 529 ) 81,350
−Removed: Certificates of deposit 720 — ( 14 ) 706
agency securities 10,086 9 ( 92 ) 10,003
5 unchanged sentences
As yields increase, those securities with a lower yield-at-cost show a mark-to-market unrealized loss.
−Removed: We anticipate recovering the full cost of the securities either as market conditions improve or as the securities mature.
+Added: We anticipate
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: recovering the full cost of the securities either as market conditions improve or as the securities mature.
Accordingly, we believe that the unrealized losses are not as a result of a credit loss.
6 unchanged sentences
See also Note 9, Fair Value .
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Inventories, net
26 unchanged sentences
Accrued warranty 3,558 3,177
−Removed: Accrued restructuring charges — 1,249
Other accrued expenses 5,104 5,319
$ 43,742 $ 41,037
−Removed: Note 4— Acquisitions
−Removed: Woburn Acquisition
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Note 4— Acquisition
On June 9, 2022 we acquired the assets of the dilution refrigerator product line of American ULT Cryogenics, formerly d/b/a JanisULT (“Woburn”), for total consideration of $ 3.4 million.
4 unchanged sentences
The identified intangible asset, developed technology, has a useful life of three years .
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair value of assets acquired, including goodwill and intangibles, and liabilities assumed for the purchase are as follows (in thousands):
10 unchanged sentences
Net assets acquired $ 3,350
−Removed: Note 5— Divestiture
+Added: Note 5— Divestitures
+Added: China Operations Divestiture
+Added: On February 7, 2024, the Company entered into a definitive agreement to sell its China operations to Grand Junction Semiconductor Pte.
+Added: (“Grand Junction”) for $ 25.0 million in cash, subject to customary purchase price adjustments, and establish an exclusive distribution and partnership agreement to continue sales and support of our products in the region.
+Added: The following subsidiaries were included as part of the divestiture:
+Added: Microprobe Hong Kong Limited, FormFactor Technology (Suzhou) Co.
+Added: Ltd., Cascade Microtech Singapore Pte, Ltd, and FormFactor International (Shanghai) Trading Co., Ltd.
+Added: These entities supported both the Probe Cards and Systems segments.
+Added: On February 26, 2024, we closed on the sale of the operations in China to Grand Junction and received total consideration of $ 21.4 million, net of cash transferred and transaction expenses, and after customary adjustments for indebtedness and changes in net working capital.
+Added: The disposition of the China operations did not meet the criteria to be classified as a discontinued operation in the Company’s financial statements because the disposition did not represent a strategic shift that had, or will have, a major effect on the Company’s operations and financial results.
+Added: The following table summarizes the fair value of the sale proceeds received in connection with the divestiture (in thousands):
+Added: February 26, 2024
+Added: Gross purchase price $ 25,000
+Added: Working capital adjustment
+Added: Cash transferred to the buyer at closing ( 2,743 )
+Added: Direct costs to sell ( 986 )
+Added: Fair value of sale consideration, net $ 21,430
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: The carrying amount of net assets associated with the China operations was approximately $ 1.2 million.
+Added: The major classes of assets and liabilities sold consisted of the following (in thousands):
+Added: February 26, 2024
+Added: Accounts receivable, net $ 1,174
+Added: Inventories, net 3,729
+Added: Other current assets 391
+Added: Total current assets 5,294
+Added: Property, plant and equipment, net 1,283
+Added: Goodwill 1,117
+Added: Other assets 3,029
+Added: Total assets $ 10,723
+Added: Deferred revenue $ 3,739
+Added: Other current liabilities 1,546
+Added: Other liabilities 4,283
+Added: Total liabilities $ 9,568
+Added: As a result of the divestiture, the Company recognized a pre-tax gain of $ 20.3 million.
+Added: The Company recorded income tax expense associated with the divestiture of approximately $ 3.3 million.
+Added: FRT Divestiture
On September 18, 2023, the Company announced entry into a definitive agreement to sell its FRT Metrology (“FRT”) business to Camtek Ltd.
1 unchanged sentence
The Company acquired FRT GmbH in fiscal 2019 for total consideration of $ 24.4 million, net of cash acquired.
−Removed: Headquartered in Bergisch Gladbach, Germany, the FRT business is a leading supplier of high-precision metrology solutions for the Advanced Packaging and Silicon Carbide markets, and was part of the Company's Systems segment.
+Added: Headquartered in Bergisch Gladbach, Germany, the FRT business was part of the Company's Systems segment.
On November 1, 2023, we closed on the sale of the FRT business to Camtek and received net cash proceeds of $ 100.1 million, net of cash transferred and transaction expenses, and after customary adjustments for indebtedness and changes in net working capital.
−Removed: The disposition of the FRT business did not meet the criteria to be classified as a discontinued operation in the Company’s financial statements because the disposition did not represent a strategic shift that had, or will have, a major effect on the Company’s operations and financial results.
−Removed: The following table summarizes the fair value of the sale proceeds received in connection with the divestiture, which are subject to further post-closing adjustment (in thousands):
+Added: The following table summarizes the fair value of the sale proceeds received in connection with the divestiture (in thousands):
November 1, 2023
−Removed: Fair value of sale consideration $ 99,031
+Added: Gross purchase price $ 99,100
Estimated working capital adjustment 4,266
5 unchanged sentences
The carrying amount of net assets associated with the FRT business was approximately $ 26.8 million.
−Removed: The major classes of assets and liabilities sold consisted of the following:
+Added: The major classes of assets and liabilities sold consisted of the following (in thousands):
November 1, 2023
11 unchanged sentences
As a result of the divestiture, the Company recognized a pre-tax gain of $ 73.3 million.
−Removed: The Company recorded an income tax liability associated with the divestiture of approximately $ 5.9 million.
+Added: The Company recorded income tax expense associated with the divestiture of approximately $ 6.0 million.
Our debt consisted of the following (in thousands):
31 unchanged sentences
Our operating lease, right-of-use assets relate to real estate space under non-cancelable operating lease agreements for commercial and industrial space, as well as for our corporate headquarters located in Livermore, California.
−Removed: Our leases have remaining terms of 1 to 11 years, and some leases include options to extend up to 20 years.
+Added: Our leases have remaining terms of one to ten , and some leases include options to extend up to twenty years .
We did not include any of our renewal options in our lease terms for calculating our lease liability as the renewal options allow us to maintain operational flexibility and we are not reasonably certain we will exercise these options at this time.
−Removed: The weighted-average remaining lease term for our operating leases was 4.6 years at December 30, 2023 and the weighted-average discount rate was 4.60 %.
+Added: The weighted-average remaining lease term for our operating leases was four years at December 28, 2024 and the weighted-average discount rate was 4.72 %.
The components of lease expense were as follows (in thousands):
13 unchanged sentences
Total long-term operating lease liabilities $ 17,550
−Removed: Note 8— Restructuring Charges
−Removed: 2022 Restructuring Plan
−Removed: On October 25, 2022, we adopted a restructuring plan (“2022 restructuring plan”) to align our cost structure with reduced demand levels, by streamlining and improving the efficiency and business effectiveness of our operations.
−Removed: This plan included lowering headcount by approximately 13 % of our workforce.
−Removed: The Company recognized 2022 restructuring plan charges of approximately $ 1.1 million for the year ended December 30, 2023, all within the Probe Cards segment.
−Removed: The Company has recognized total 2022 restructuring plan charges of $ 8.1 million for
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: severance and employee-related costs, including $ 0.3 million for stock-based compensation, with $ 7.1 million within the Probe Cards segment, $ 0.5 million within the Systems segment, and $ 0.5 million within Corporate.
−Removed: We do not expect to incur additional material costs related to the 2022 restructuring plan.
−Removed: 2021 Restructuring Plan
−Removed: On September 25, 2021, we adopted restructuring plans (“2021 restructuring plans”) to improve our business effectiveness and streamline our operations by consolidating certain manufacturing facilities for both the Probe Cards segment and the Systems segment.
−Removed: This included plans to consolidate or relocate certain leased locations in the United States to other locations in the United States, Germany and Asia.
−Removed: As a result of these changes to certain work locations, we have incurred personnel related costs to sever, relocate, or retain select employees.
−Removed: Additionally, as part of these plans we have undertaken actions to adjust capacity for certain product offerings, which included contract termination costs to satisfy contract obligations.
−Removed: The Company recognized 2021 restructuring plans charges of approximately $ 0.8 million for the year ended December 30, 2023, with $ 0.3 million within the Probe Cards segment and $ 0.5 million within the Systems segment.
−Removed: The Company has recognized total 2021 restructuring plan charges of $ 13.3 million, with $ 10.1 million within the Probe Cards segment and $ 3.2 million within the Systems segment, and were comprised of $ 1.4 million of severance and employee-related costs, $ 2.0 million in contract and lease termination costs, $ 9.4 million in inventory impairments and other inventory related costs, and $ 0.5 million of cost related to impairment of leasehold improvements, facility exits and other costs.
−Removed: We do not expect to incur additional material costs related to the 2021 Restructuring Plans.
−Removed: Total restructuring charges for both the 2022 and 2021 restructuring plans included in our Consolidated Statements of Income were as follows (in thousands):
−Removed: Fiscal Year Ended
−Removed: December 30, 2023 December 31, 2022 December 25, 2021
−Removed: Cost of revenues $ 357 $ 11,775 $ 3,205
−Removed: Research and development 291 1,498 869
−Removed: Selling, general and administrative 1,187 2,166 50
−Removed: $ 1,835 $ 15,439 $ 4,124
−Removed: Changes to the restructuring accrual during the years ended December 31, 2022 and December 30, 2023 were as follows (in thousands):
−Removed: and Benefits Stock-based Compensation Inventory
−Removed: Impairments &
−Removed: Other Inventory
−Removed: Related Costs Property and
−Removed: Impairments &
−Removed: Related Costs Contract
−Removed: Termination &
−Removed: Other Costs Total
−Removed: December 25, 2021 $ 1,028 $ — $ — $ — $ 1,450 $ 2,478
−Removed: Restructuring charges 7,269 — 7,629 186 502 15,586
−Removed: Cash payments ( 7,048 ) — ( 1,112 ) ( 112 ) ( 1,719 ) ( 9,991 )
−Removed: Adjustment to restructuring charges — — — — ( 147 ) ( 147 )
−Removed: Non-cash settlement — — ( 6,517 ) ( 74 ) ( 86 ) ( 6,677 )
−Removed: December 31, 2022 1,249 $ — — — — 1,249
−Removed: Restructuring charges 917 295 390 — 233 1,835
−Removed: Cash payments ( 2,166 ) — ( 89 ) — ( 233 ) ( 2,488 )
−Removed: Non-cash settlement — ( 295 ) ( 301 ) — — ( 596 )
−Removed: December 30, 2023 $ — $ — $ — $ — $ — $ —
Note 8— Derivative Financial Instruments
3 unchanged sentences
We utilize foreign currency forward contracts to hedge against future movements in foreign exchange rates that affect certain existing foreign currency denominated assets and liabilities and forecasted foreign currency revenue and expense transactions.
−Removed: Under this program, our strategy is to have increases or decreases in our foreign currency exposures mitigated by gains or losses on the foreign currency forward contracts in order to mitigate the risks and volatility associated with foreign
+Added: Under this program, our strategy is to have increases or decreases in our foreign currency exposures mitigated by gains or losses on the foreign currency forward contracts in order to mitigate the risks and volatility associated with foreign currency transaction gains or losses.
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: currency transaction gains or losses.
We do not use derivative financial instruments for speculative or trading purposes.
15 unchanged sentences
Foreign exchange forward contracts Other income (expense), net $ 2,225 $ 2,504 $ 2,439
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The location and amount of gains (losses) related to foreign currency derivative instruments designated as cash flow hedges on our Consolidated Statements of Income was as follows (in thousands):
9 unchanged sentences
Selling, general and administrative ( 456 )
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Interest Rate Swaps
12 unchanged sentences
The impact of the interest rate swaps on the Consolidated Statements of Income was as follows (in thousands):
−Removed: Amount of Gain Recognized in AOCL on Derivative (Effective Portion) Location of Gain Reclassified from AOCL into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from AOCL into Income (Effective Portion)
+Added: Amount of Gain Recognized in AOCL on Derivative (Effective Portion) Location of Gain Reclassified from AOCL into Income (Effective Portion) Amount of Gain Reclassified from AOCL into Income (Effective Portion)
Fiscal 2024 $ 638 Other income (expense), net $ 602
5 unchanged sentences
The three levels of inputs that may be used to measure fair value are as follows:
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
• Level 1 valuations are obtained from real-time quotes for transactions in active exchange markets involving identical securities;
9 unchanged sentences
Our investments are priced by pricing vendors who provide observable inputs for their pricing without applying significant judgment.
−Removed: 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.
+Added: Broker pricing
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: 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.
5 unchanged sentences
Money market funds $ 131,519 $ — $ — $ 131,519
−Removed: treasuries 4,581 — — 4,581
−Removed: 115,561 — — 115,561
Marketable securities:
4 unchanged sentences
71,252 98,043 — 169,295
−Removed: Foreign exchange derivative contracts — 284 — 284
+Added: Promissory note receivable — — 1,512 1,512
Interest rate swap derivative contracts — 2,025 — 2,025
2 unchanged sentences
Total liabilities $ — $ ( 1,141 ) $ — $ ( 1,141 )
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 30, 2023 Level 1 Level 2 Level 3 Total
1 unchanged sentence
Money market funds $ 110,980 $ — $ — $ 110,980
−Removed: Commercial paper — 4,969 — 4,969
−Removed: agency securities — 996 — 996
+Added: treasuries 4,581 — — 4,581
115,561 — — 115,561
1 unchanged sentence
treasuries 45,837 — — 45,837
−Removed: Certificates of deposit — 706 — 706
agency securities — 10,003 — 10,003
3 unchanged sentences
Foreign exchange derivative contracts — 284 — 284
−Removed: Promissory note receivable — — 943 943
Interest rate swap derivative contracts — 1,989 — 1,989
4 unchanged sentences
We measure and report our non-financial assets such as Property, plant and equipment, 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.
−Removed: Other than as discussed in Note 4, Acquisitions and Note 8, Restructuring Charges, there were no assets or liabilities measured at fair value on a non-recurring basis during fiscal 2023, 2022 or 2021.
+Added: Other than as discussed in Note 4, Acquisition, there were no assets or liabilities measured at fair value on a non-recurring basis during fiscal 2024, 2023 or 2022.
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 10— Goodwill and Intangible Assets
2 unchanged sentences
Goodwill, as of December 31, 2022 $ 178,424 $ 33,020 $ 211,444
−Removed: Addition - Woburn acquisition — 550 550
+Added: Reduction - FRT divestiture — ( 10,660 ) ( 10,660 )
Foreign currency translation — 306 306
Goodwill, as of December 30, 2023 178,424 22,666 201,090
−Removed: Reduction - FRT divestiture — ( 10,660 ) ( 10,660 )
+Added: Reduction - China divestiture ( 1,055 ) ( 62 ) ( 1,117 )
Foreign currency translation — ( 802 ) ( 802 )
Goodwill, as of December 28, 2024 $ 177,369 $ 21,802 $ 199,171
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Intangible Assets
7 unchanged sentences
$ 214,927 $ 204,572 $ 10,355 $ 215,823 $ 202,885 $ 12,938
+Added: During fiscal 2024, $ 0.4 million of in-process research and development assets were transferred to definite-lived intangible assets.
Amortization expense was included in our Consolidated Statements of Income as follows (in thousands):
5 unchanged sentences
$ 2,582 $ 6,850 $ 9,391
−Removed: The estimated future amortization of definite-lived intangible assets, excluding in-process research and development, is as follows (in thousands):
+Added: The estimated future amortization of definite-lived intangible assets, is as follows (in thousands):
Fiscal Year Amount
4 unchanged sentences
See Note 7, Leases .
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Government Assistance
10 unchanged sentences
Environmental contamination or violations may negatively impact our business.
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Indemnification Arrangements
19 unchanged sentences
No dividends have been declared or paid as of December 28, 2024.
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Common Stock Repurchase Programs
On October 26, 2020, our Board of Directors authorized a two-year program to repurchase up to $ 50 million of outstanding common stock to offset potential dilution from issuances of common stock under our stock-based compensation programs.
−Removed: During fiscal 2021 and 2022, we repurchased and retired 622,400 shares of common stock for $ 24.0 million and 676,408 shares of common stock for $ 26.0 million, respectively, utilizing the remaining shares available for repurchase under the program.
+Added: During fiscal 2022, we repurchased and retired 676,408 shares of common stock for $ 26.0 million, utilizing the remaining shares available for repurchase under the program.
On May 20, 2022, our Board of Directors authorized a two-year program to repurchase up to $ 75 million of outstanding common stock to offset potential dilution from issuance of common stock under our stock-based compensation programs.
2 unchanged sentences
This share repurchase program will expire on October 30, 2025.
−Removed: During fiscal 2023, we repurchased and retired 32,020 shares of common stock for $ 1.2 million and as of December 30, 2023 $ 73.8 million remained available for future repurchases.
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: During fiscal 2023 and 2024, we repurchased and retired 32,020 shares of common stock for $ 1.2 million and 1,309,635 shares of common stock for $ 53.3 million, respectively, and as of December 28, 2024 $ 20.5 million remained available for future repurchases.
Equity Incentive Plan
1 unchanged sentence
As amended, the 2012 Plan has authorized for issuance a total of 27.4 million shares, 3.7 million of which were available for grant as of December 28, 2024.
−Removed: Restricted stock units (“RSUs”) granted under the 2012 Plan generally vest over three years in annual tranches, though we have granted, and will continue to grant, such awards that vest over a shorter term for employee retention purposes.
+Added: Restricted stock units (“RSUs”) granted under the 2012 Plan generally vest over three years .
RSUs, including Performance Restricted Stock Units (“PRSUs”) are converted into shares of our common stock upon vesting on a one-for-one basis.
5 unchanged sentences
Restricted stock units at December 30, 2023 2,165,729 $ 35.85
−Removed: Granted 1,417,931 33.85
−Removed: Vested ( 941,494 ) 33.32
−Removed: Canceled ( 537,789 ) 32.66
+Added: Awards granted 924,082 44.13
+Added: Awards vested ( 1,115,782 ) 36.08
+Added: Awards forfeited ( 197,286 ) 43.27
Restricted stock units at December 28, 2024 1,776,743 39.07
1 unchanged sentence
The performance criteria are based on a metric called Total Shareholder Return (“TSR”) for the performance period of three years , relative to the TSR of the companies identified as being part of the S&P Semiconductor Select Industry Index (FormFactor peer companies) as of a specific date.
−Removed: Of the 258,000 PRSUs granted in fiscal 2020, none of the 191,400 outstanding PRSU awards vested in 2023, at the end of the requisite service period, as the TSR performance was not met.
+Added: Of the 197,128 PRSUs granted in fiscal 2021, 56,685 shares were forfeited during the requisite service period, resulting in 140,443 shares vesting in 2024.
+Added: These shares achieved 146 % TSR performance, which resulted in an additional 64,525 shares issued in fiscal 2024 in excess of the target number of units related to the fiscal 2021 PRSU grant.
PRSU grant activity was as follows:
6 unchanged sentences
Stock-based compensation $ 6.2 million $ 8.6 million $ 8.6 million
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Employee Stock Purchase Plan
6 unchanged sentences
As of December 28, 2024, 3,272,032 shares remained available for issuance.
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13— Stock-Based Compensation
4 unchanged sentences
Weighted average grant date per share fair value of RSUs granted $ 44.13 $ 33.85 $ 34.83
−Removed: Total intrinsic value of stock options exercised — — 3,179
Fair value of RSUs vested 53,990 32,820 42,324
15 unchanged sentences
Total unrecognized stock-based compensation expense $ 53,599 1.9
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Valuation Assumptions
6 unchanged sentences
Expected life (in years) 2.9 2.9 2.9
−Removed: FORMFACTOR, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following assumptions were used in estimating the fair value of shares under the Employee Stock Purchase Plan:
41 unchanged sentences
State taxes and credits, net of federal benefit 589 ( 87 ) 16
−Removed: Stock-based compensation 1,424 ( 2,772 ) ( 6,118 )
+Added: Amortization of stock-based compensation ( 2,833 ) 1,424 ( 2,772 )
Tax credits ( 12,890 ) ( 13,368 ) ( 8,264 )
2 unchanged sentences
Other permanent differences 2,532 1,010 1,964
+Added: Reversal of book gain on China Sale ( 3,476 ) — —
Foreign gain exclusion (1)
2 unchanged sentences
Foreign derived intangible income ( 3,774 ) ( 2,986 ) ( 5,160 )
+Added: Foreign tax on the divestiture of the China operations 2,395 — —
Change in valuation allowance 2,074 2,569 2,597
23 unchanged sentences
Net deferred tax assets $ 92,012 $ 78,964
−Removed: We are required to evaluate the realizability of our deferred tax assets in both our U.S.
−Removed: jurisdictions on an ongoing basis to determine whether there is a need for a valuation allowance with respect to such deferred tax assets.
−Removed: As of December 30, 2023, we maintained a valuation allowance of $ 45.9 million, primarily related to California deferred tax assets
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: and foreign tax credit carryovers, due to uncertainty about the future realization of these assets.
+Added: We are required to evaluate the realizability of our deferred tax assets in both our U.S.
+Added: jurisdictions on an ongoing basis to determine whether there is a need for a valuation allowance with respect to such deferred tax assets.
+Added: As of December 28, 2024, we maintained a valuation allowance of $ 47.9 million, primarily related to California deferred tax assets and foreign tax credit carryovers, due to uncertainty about the future realization of these assets.
We believe that future reversals of taxable temporary differences, and our forecast of continued earnings in both our U.S.
2 unchanged sentences
Tax credits and carryforwards available to us at December 28, 2024 consisted of the following (in thousands):
−Removed: Amount Latest Expiration Date
+Added: Amount Expiration Date(s)
Federal research and development tax credit $ 12,107 2042-2044
6 unchanged sentences
We intend to permanently invest $ 12.0 million of undistributed earnings indefinitely outside of the U.S.
−Removed: To the extent we repatriate the remaining $ 27.3 million of undistributed foreign earnings to the U.S., we established a deferred tax liability of $ 0.2 million for foreign withholding taxes.
+Added: To the extent we repatriate the remaining $ 31.1 million of undistributed foreign earnings to the U.S., we have not established a deferred tax liability for foreign withholding taxes.
+Added: Foreign earnings that can be remitted back to the U.S.
+Added: are from jurisdictions with current tax treaties, which exempt us from withholding taxes.
Our estimates are provisional and subject to change because of the complexity and variety of assumptions necessary to compute the tax.
19 unchanged sentences
As of December 28, 2024, changes to our uncertain tax positions in the next 12 months that are reasonably possible are not expected to have a significant impact on our financial position or results of operations.
−Removed: At December 30, 2023, our tax years 2020 through 2023, 2019 through 2023 and 2018 through 2023 remain open for examination in the federal, state and foreign jurisdictions, respectively.
−Removed: However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses and credits were generated and carried forward, and make adjustments up to the net operating loss and credit carryforward amounts.
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: At December 28, 2024, our tax years 2021 through 2024, 2020 through 2024 and 2019 through 2024 remain open for examination in the federal, state and foreign jurisdictions, respectively.
+Added: However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses and credits were generated and carried forward, and make adjustments up to the net operating loss and credit carryforward amounts.
Note 15— Employee Benefit Plans
4 unchanged sentences
We operate in two reportable segments consisting of the Probe Cards Segment and the Systems Segment.
−Removed: 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.
−Removed: The following table summarizes the operating results by reportable segment (dollars in thousands):
+Added: Our chief operating decision maker (“CODM”) is our President and Chief Executive Officer, who assesses the reportable segments' performance by using each reportable segment's net contribution to make decisions about allocating resources and assessing performance for the entire company.
+Added: The CODM uses net contribution for each reportable segment predominantly in the annual budget and forecasting process, as well as consideration of budget-to-actual variances on a quarterly basis when making decisions for assessment of our performance and results of operations.
+Added: Certain components of net contribution are utilized to determine executive compensation along with other measures.
+Added: The following table provides net contribution by reportable segment and includes a reconciliation to income before income taxes (dollars in thousands):
Probe Cards Systems Corporate and Other Total
Revenues $ 625,960 $ 137,639 $ — $ 763,599
+Added: Cost of revenues 366,953 78,128 10,595 455,676
Gross profit 259,007 59,511 ( 10,595 ) 307,923
Gross margin 41.4 % 43.2 % 40.3 %
+Added: Research and development 90,463 20,617 10,858 121,938
+Added: Selling 31,462 16,082 5,994 53,538
+Added: Marketing 8,775 7,184 5,120 21,079
+Added: Net Contribution $ 128,307 $ 15,628 $ ( 32,567 ) 111,368
+Added: General and administrative 67,169
+Added: Gain on sale of business 20,581
+Added: Operating income 64,780
+Added: Interest income 14,111
+Added: Interest expense ( 418 )
+Added: Other income (expense), net 939
+Added: Income before income taxes $ 79,412
+Added: FORMFACTOR, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Probe Cards Systems Corporate and Other Total
Revenues $ 497,903 $ 165,199 $ — $ 663,102
+Added: Cost of revenues 312,511 80,464 11,547 404,522
Gross profit 185,392 84,735 ( 11,547 ) 258,580
Gross margin 37.2 % 51.3 % 39.0 %
+Added: Research and development 83,104 21,487 11,174 115,765
+Added: Selling 26,912 17,026 8,581 52,519
+Added: Marketing 5,983 9,367 7,273 22,623
+Added: Net Contribution $ 69,393 $ 36,855 $ ( 38,575 ) 67,673
+Added: General and administrative 57,870
+Added: Gain on sale of business 72,953
+Added: Operating income 82,756
+Added: Interest income 7,217
+Added: Interest expense ( 421 )
+Added: Other income (expense), net ( 285 )
+Added: Income before income taxes $ 89,267
Probe Cards Systems Corporate and Other Total
Revenues $ 591,422 $ 156,515 $ — $ 747,937
+Added: Cost of revenues 355,860 75,578 20,490 451,928
Gross profit 235,562 80,937 ( 20,490 ) 296,009
Gross margin 39.8 % 51.7 % 39.6 %
−Removed: Operating results provide useful information to our management for assessment of our performance and results of operations.
−Removed: Certain components of our operating results are utilized to determine executive compensation along with other measures.
+Added: Research and development 82,428 17,078 9,716 109,222
+Added: Selling 29,583 14,953 13,612 58,148
+Added: Marketing 7,249 7,147 8,569 22,965
+Added: Net Contribution $ 116,302 $ 41,759 $ ( 52,387 ) 105,674
+Added: General and administrative 50,762
+Added: Operating income 54,912
+Added: Interest income 2,220
+Added: Interest expense ( 579 )
+Added: Other income (expense), net 1,317
+Added: Income before income taxes $ 57,870
Corporate and Other includes unallocated expenses relating to amortization of stock-based compensation expense, intangible assets, acquisition-related costs, including charges related to inventory and fixed assets stepped up to fair value, restructuring charges, 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.
+Added: Net Contribution represents Operating income excluding general and administrative expenses and gains on sale of business, which are not used in evaluating the results of, or in allocating resources to, our reportable segments.
FORMFACTOR, INC.
3 unchanged sentences
December 28, 2024 December 30, 2023 December 31, 2022
+Added: South Korea 24.2 % 17.8 % 14.9 %
United States 24.1 25.9 17.1
Taiwan 22.7 22.3 22.7
−Removed: South Korea 17.8 14.9 16.0
China 13.5 13.8 21.5
1 unchanged sentence
Japan 4.4 5.5 5.1
−Removed: Malaysia 4.0 6.7 6.4
Singapore 2.6 2.8 5.3
+Added: Malaysia 2.4 4.0 6.7
Rest of World 1.5 2.0 1.5
21 unchanged sentences
Total $ 442,335 $ 448,946 $ 459,405
−Removed: Note 18— New Accounting Pronouncements
−Removed: In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “ Income Taxes (Topic 740):
−Removed: Improvements to Income Tax Disclosures.
−Removed: ” The ASU includes requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for reconciling items that are greater than five percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate.
−Removed: The standard also requires that entities disclose income before income taxes and provision for income taxes disaggregated between
+Added: Note 17— Recent Accounting Pronouncements
+Added: In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “ Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures .” The ASU includes requirements that an entity disclose the title of the CODM and on an interim and annual basis, significant segment expenses and the composition of other segment items for each segment's reported profit.
+Added: The standard also permits disclosure of additional
FORMFACTOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: domestic and foreign.
+Added: measures of segment profit.
+Added: The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.
+Added: This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis.
+Added: We adopted the new standard effective December 28, 2024.
+Added: As a result, we have enhanced our segment disclosures to include the presentation of cost of revenues, Research and development, Selling, and Marketing expenses by segment.
+Added: The adoption of this ASU affects only our disclosures, with no impacts to our financial condition and results of operations.
+Added: See Note 16, Segments and Geographic Information, for the additional information.
+Added: Pending Adoption
+Added: In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.
+Added: 2024-03, “ Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses .” This ASU requires an entity to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption.
+Added: It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure.
+Added: Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.
+Added: The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted.
+Added: An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.
+Added: While this ASU will impact only our disclosures and not our financial condition and results of operations, we are currently evaluating when we will adopt the ASU.
+Added: In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures.
+Added: ” The ASU includes requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for reconciling items that are greater than five percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate.
+Added: The standard also requires that entities disclose income before income taxes and provision for income taxes disaggregated between domestic and foreign.
This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted.
−Removed: We have not yet determined the impact of this standard on our financial statements.
−Removed: In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures .” The ASU includes requirements that an entity disclose the title of the CODM and on an interim and annual basis, significant segment expenses and the composition of other segment items for each segment's reported profit.
−Removed: The standard also permits disclosure of additional measures of segment profit.
−Removed: This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis, with early adoption permitted.
−Removed: We have not yet determined the impact of this standard on our financial statements.
−Removed: In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides temporary optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Interbank Offered Rate (“LIBOR“) or another reference rate expected to be discontinued.
−Removed: In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848):
−Removed: Deferral of the Sunset Date of Topic 848,” extending the relief offered in Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the optional expedients in Topic 848.
−Removed: In May 2023, the Company entered into a rate replacement amendment to its credit facility loan agreement to replace LIBOR with the Secured Overnight Financing Rate (“SOFR”) and concurrently signed an amendment to modify the floating rate option on its interest rate swap to match that of the debt.
−Removed: The Company applied practical expedients provided in Topic 848 allowing the modified instrument to be accounted for and presented in the same manner as the instrument existing before the modification.
−Removed: These modifications did not have a significant impact on our financial statements.
+Added: An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 27, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented.
+Added: We will adopt this ASU retrospectively for the period ending December 27, 2025, and it will impact only our disclosures with no impacts to our financial condition and results of operations.
Note 18— Subsequent Events
−Removed: On February 7, 2024, the Company announced entry into a definitive agreement to sell its China operations to Grand Junction Semiconductor Pte.
−Removed: for $ 25.0 million in cash, subject to customary purchase price adjustments, and establish an exclusive distribution and partnership agreement to continue sales and support of our products to the region.
−Removed: The following subsidiaries are included as part of the divestiture:
−Removed: Microprobe HongKong Limited, FormFactor Technology (Suzhou) Co.
−Removed: Ltd., Cascade Microtech Singapore Pte, Ltd, and FormFactor International (Shanghai) Trading Co., Ltd.
+Added: Advantest Private Placement
+Added: On January 10, 2025, Advantest America, Inc., a Delaware corporation, acquired 334,971 shares of FormFactor's common stock in a private placement for $ 44.78 per share, representing the 5-day trailing volume-weighted average price prior to signing the related private placement agreement.
+Added: FICT Equity Investment
+Added: On February 21, 2025, we, together with MBK Partners, a private equity firm, acquired FICT Limited (“FICT”) from Advantage Partners Inc.
+Added: In connection with the acquisition, we obtained a 20 % equity interest in FICT, in exchange for funding $ 59.6 million of the purchase price.
+Added: Headquartered in Nagano, Japan, FICT is a provider of semiconductor test and high-performance computing industries with complex multi-layer organic substrates, printed circuit boards, and related leading-edge technologies and services.
+Added: Under the equity method, upon closing this investment, the investment will be included as a separate item in our Consolidated Balance Sheets and we will record our proportionate share of FICT’s net income or loss as a separate item in our Consolidated Statements of Operations.
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.