Earnings Labs

FormFactor, Inc. (FORM)

Q4 2015 Earnings Call· Thu, Feb 4, 2016

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Transcript

Operator

Operator

Thank you and welcome everyone to FormFactor's and Cascade Microtech's Fourth Quarter 2015 Conference Call. Before we begin, here is Jason Cohen, the company's General Counsel to remind you of some important information.

Jason Cohen

Management

Thank you, operator. Good morning. With me today are Mike Slessor, Chief Executive Officer of FormFactor; Michael Burger, Chief Executive Officer of Cascade Microtech; Michael Ludwig, Chief Financial Officer of FormFactor; and Jeff Killian, Chief Financial Officer of Cascade Microtech. Today's discussion contains forward-looking statements within the meaning of the Federal Securities Laws. Examples of such forward-looking statements include, the anticipated benefits and synergies of the proposed transaction with Cascade Microtech, the anticipated timeline and closing of the proposed transaction, projections of financial and business performance, future macroeconomic conditions, business momentum, business seasonality, the anticipated demand for our products, our future ability to produce and sell products, the development of products and technologies, and the assumptions upon which such statements are based. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed during this call. Information on risk factors and uncertainties is contained in our most recent filing on Form 10-K with the SEC for the fiscal year ended 2014 and our other SEC filings which are available on the SEC's website at www.sec.gov and in our press release issued today. Forward-looking statements are made as of today, February 4, 2016 and we assume no obligation to update them. Information provided in the materials include non-GAAP gross margin, operating margin, net income, earnings per share and EBITDA, which are non-GAAP financial measures. Please refer to the description and reconciliation of GAAP to non-GAAP financial measures included in the appendix to the presentation materials on FormFactor's website with respect to non-GAAP measures of FormFactor and the attachment to Cascade Microtech's press release financials entitled reconciliation of GAAP to non-GAAP financial measures as well as the supplemental information posted on the Investors page of its website with respect to non-GAAP measures of Cascade Microtech. Also available on the FormFactor website is a presentation entitled Transaction Summary relating to the transaction between FormFactor and Cascade Microtech. With that, we will now turn the call over to FormFactor's CEO, Mike Slessor.

Mike Slessor

Management

Good morning. I'd like to start by thanking all of you for joining us on short notice so we can share some exciting news. Earlier today, we announced the combination of FormFactor and Cascade Microtech. As you can see from the materials posted on our website, this combination creates a unique set of benefits for both companies' customers, employees and shareholders, a set of benefits that neither company could achieve on its own. By joining forces, we gain scale and diversification, we expand both our served and addressable markets and we unlock the significant financial synergies and earnings accretion shown on Page 13 of our posted slides. The efficiencies derived from scale are becoming essential for success in the maturing semiconductor industry. As our customers ramp new technology nodes and chip designs, the winning suppliers consistently innovate to deliver ramp enabling products on ever shrinking timeline. To keep pace with the top semiconductor manufacturers, requires significant R&D investments that are guided by extensive and close customer collaboration. Then as these new nodes and designs transition into volume production in the global manufacturing ecosystem, these same customers require coordinated supporting infrastructure and processes to deliver identical results around the globe. As shown on Page 7, this customer channel has been central to the recent success of both FormFactor and Cascade and we plan to continue these investments. We also plan to realize costs and performance efficiencies from increased scale provided by our larger products and revenue platform. It is also worth noting that we are creating scale from our respective leadership positions in closely related but different markets with minimal direct product overlap. As many of you know FormFactor leads the $1 billion overall probe card market and Cascade owns a strong position in the high growth RF area of the…

Michael Burger

Management

Thanks, Mike. This is a very significant milestone for Cascade Microtech. We are extremely proud of our heritage, reputation and performance. As a result, we feel this combination between Cascade and FormFactor is the culmination of our hard work and commitment to our customers, employees and shareholders. FormFactor's reputation as a technology leader in the markets that they serve fits extremely well with Cascade's legacy as well as our future. Our culture of supporting customers in their quest to solve very difficult technical challenges is aligned with FormFactor's history and vision. Throughout our conversations with FormFactor's management team we have become comfortable that the two companies' cultures and practices are largely aligned. This is extremely important to our success and will continue to be, as we both value the knowledge based work force that we employ. I want to thank Mike Slessor for the way this transaction has been handled to-date and I congratulate him and his team for FormFactor's success. I feel comfortable that Cascade Microtech will be in good hands. I will now turn the call over to Mike Ludwig, FormFactor's CFO.

Mike Ludwig

Management

Thank you Michael and good morning. I'm going to start with the transaction summary, which you can find on Slide 5. FormFactor will acquire all of the outstanding shares of Cascade Microtech in a cash and stock transaction that values Cascade Microtech at approximately $352 million in equity value, or approximately $21.13 per share based upon FormFactor's closing stock price on February 3, 2016. The deal provides that Cascade Microtech shareholders will receive, in exchange for each share, $16 in cash and 0.6534 of a share of FormFactor common stock as described in the merger agreement. To finance the purchase, FormFactor will issue approximately 10.4 million new shares, borrow $150 million of new term debt and use approximately $120 million from its current cash and short term investments. FormFactor will also issue approximately 1.2 million shares for assumed equity awards of Cascade Microtech employees, the new shares having vesting periods commensurate with the assumed equity instruments. At the transaction close, the combined company will have a cash balance of greater than $100 million with a strong cash flow generation profile. We will prioritize deleveraging the company post transaction close with an objective to get below 2 times gross debt to EBITDA within 12 months. In addition to the strategic benefits of the business combination mentioned previously, the financial aspects of the transaction are equally compelling. The transaction allows the company to leverage incremental scaling of its resources, accelerate the utilization of past net operating losses to minimize taxes on expected growing profits and leverage its strong balance sheet to achieve meaningful non-GAAP EPS accretion post close. The company expects to realize $10 million to $12 million of annualized cost synergies within 18 to 24 months of the transaction close. These synergies will be realized in phases with early synergies coming…

Jeff Killian

Management

Thanks, Mike. I'll begin with a review of the income statement for both the fourth quarter and year ended December 31, 2015. As a brief reminder, Cascade reports revenue and gross margins in two segments; our Systems segment and our Probe segment. The Systems segment includes our Probe stations, thermal subsystems and reliability test products. The Probe segment includes our analytical probes and production probes. Total revenue for the fourth quarter of 2015 was a record $40.4 million, an increase of 12.9% compared to $35.8 million in the third quarter of 2015, and an increase of 10.4% compared to the $36.6 million in the fourth quarter of 2014. We exceeded the high end of our revenue guidance for the fourth quarter which was $37 million to $40 million. Total revenue for the year was $144 million, an increase of 5.8% compared to $136 million in 2014. Revenue for our Systems segment for the fourth quarter of 2015 totaled $21.7 million, an increase of 13.3% compared to $19.1 million in the third quarter of 2015, and an increase of 1.5% compared to $21.4 million in the fourth quarter of 2014. Systems revenue for the year was $77.9 million, a decrease of 6% compared to $82.9 million in 2014. The annual revenue for Systems was down primarily due to a soft first half of 2015 and has improved in the second half of the year based primarily on the strength of 300 millimeter systems and SourceOne revenue and is further supported with a book-to-bill ratio for Systems in Q4 2015 of over 1. Due to the capital purchasing cycle of our customers, the fourth quarter of each year tends to be the strongest for our Systems segment. Revenue for our Probe segment of the fourth quarter of 2015 totaled a record $18.7…

Mike Slessor

Management

Thanks, Jeff. The combination of FormFactor and Cascade unites two leaders in their respective markets, creating scale and diversification across a wide breadth of complementary test and measurement applications from engineering through production. Yet, these complementary markets are closely related, enabling us to generate leverage and efficiencies from our R&D and channel investments. We also expect to generate significant EPS accretion, from realizing overhead efficiencies, changing our capitalization, and by monetizing our NOLs. As a result, this transaction rapidly advances FormFactor strategically, operationally, and financially, and we are extremely excited about the future ahead. With that, we will open the call for Q&A.

Operator

Operator

Thank you. [Operator Instructions]. And our first question comes from the line of Edwin Mok with Needham & Company. Your line is now open.

Edwin Mok

Analyst

Hey, thanks for taking my question and congrats for the transaction. So, first question I guess for Mike, my question is actually on calling the technical synergy there between the two companies, I think historically Cascade has this Pyramid Probe technology and FormFactor has strong technology in MEMS. Is there some opportunity down the road to integrate those two and is that valuable to do that? And then I have two follow-ups.

Michael Burger

Management

So, Edwin, I'm assuming -- we've got a lot of Mikes on the call. I am assuming that question was addressed to Mike Slessor, is that right?

Edwin Mok

Analyst

Yes.

Michael Burger

Management

Yes. Okay. Sorry for the confusion.

Mike Slessor

Management

The technical synergies although perhaps available down the road are certainly not a short-term priority or focus for us. One of the reasons you see the respective companies leading in different markets is they've developed and optimized their technology to serve these individual applications in a very efficient and differentiated way. Certainly FormFactor historically has attempted to enter the RF space, obviously we have not been that successful and Cascade's grown pretty significantly there. So I think in the short-term, we're really going to focus on executing to get the synergies out of the areas that Mike Ludwig talked about. We will certainly be working to get the channel synergies, but when it comes to product, operations, and R&D, I draw you back to the example of the integration of FormFactor and MicroProbe where we were very measured with bringing product roadmaps and engineering teams together and let those things happen from the ground up as our teams began to work together. So in the short-term, call it 18 months to two years, I don't see any technical or product synergies that jump right out. Certainly over the long-term, if I draw your attention to -- for example, the convergence of RF and digital, I would expect we'll be able to take the strengths of the two companies technically from a product perspective and do a better job of competing and serving as our customers start to converge things like RF and digital.

Edwin Mok

Analyst

Okay, great, that's helpful actually. And then on the cost savings, I noticed that you guys provided pro forma initial 2015 savings around $7 million, I was wondering what is included in that cost estimate and then what else needs to happen for you guys to get to your target saving of $10 million to $12 million?

Mike Ludwig

Management

Yes Edwin, so on the $7 million, again what we've really kind of thought there about is some synergies relating to some field operations with respect to maybe overlapping facilities, any other infrastructure in the field that are overlapping, we think we'll try and address relatively quickly. And in addition, we have -- on the G&A side we have a duplicate public company expenses, Board expenses, those types of things where we think we can get synergies very early. So that's the $7 million. In order to get to the $10 million to $12 million, again I think as Mike said, over the 18 months to 24 months will be measured, but I think we'll end up having some natural synergies similar to what we saw a couple of years back when we combined FormFactor and MicroProbe. So and again, I think we'll look at maybe deeper in the organizations and I think what we really want to do is look at processes in all areas, take the best processes and where there is some overlap, we'll again try and recognize some synergies there.

Edwin Mok

Analyst

Okay, that's helpful. And then lastly, on I guess guidance for both companies along two-in-one, I'll try to ask a two-in-one question. On the FormFactor guidance, you mentioned that you expect some weakness in the DRAM space. Last quarter really didn't rebound that much from the, what we will consider trough in the September quarter. How do you kind of think about your DRAM business this year? Do you expect it to go even lower than low 1Q level as you go through the year or how do you kind of think about that part of the business? And then for Cascade just quickly based on the guidance, you kind of imply gross margin will come in a little bit on this quarter. I was wondering what's contributed to that?

Mike Slessor

Management

So Edwin, it's Mike Slessor, I'll start with the FormFactor guidance question around DRAM. Certainly, we are seeing weakness in demand for DRAM probe cards, which I don't think is a surprise to anyone who operates in the DRAM supply chain. The capital equipment guys are feeling it is well. The way we look at 2016 is the tale of two halves. So the first half in DRAM, we do expect to be weak. The demand that probably from a Q1 standpoint will be at a low. We do see some new design activity as Mike Ludwig said continued DDR4 transition and some strong projects primarily around DDR server -- DDR4 server, excuse me. I do want to draw your attention though to the fact that our SoC results are extremely strong as we see new nodes ramping while older nodes are still going on. 10-nanometer obviously has big activity for us right now and we see that at least partially offsetting, if not fully offsetting the weakness in DRAM associated with our first quarter guidance. Again to tie this together, that's part of the reason we told you we want to and this transaction accomplishes our continued diversification into new markets with new customers and if you like reducing our dependence on DRAM in any given period. We're still going to participate in DRAM. We're still going to invest in DRAM, but the continued diversification is a big part of this transaction. With that, maybe I'll turn it over to either Michael Burger or Jeff Killian for the comments on the Cascade Q1 guidance.

Michael Burger

Management

Yes, Edwin, this is Michael Burger. As you know, we don't really give guidance on gross margin, but if you pick the midpoint of our guidance $33 million to $37 million for Q1 of 2016, we expect to be up over 10% of the same quarter a year ago. A couple of weeks ago, we gave some kind of color around what we expected in Q1, which is a seasonal down from Q4 and in the script, we talked about that. So, we don't see anything unusual. We do see the growth trajectory from Q1 throughout the balance of the year, very traditional, which we've seen kind of year-in, year-out.

Operator

Operator

Our next question comes from the line of Craig Ellis with B. Riley. Your line is now open.

Craig Ellis

Analyst · B. Riley. Your line is now open.

Thanks for taking the questions and congratulations to both of the management teams on this deal. My first question is for Mike Slessor. Mike, when you look at the combined company and look at the growth rate of the combined company, do you think that the growth rate is the average what we would see just looking at the pro forma contributions that you've outlined or is there something about the way these two companies together in the end markets that they serve that would cause growth of the combined company to be either above or below, just a simple weighted average growth rate?

Mike Slessor

Management

Yes. So Craig the question I think comes down to are there near-term available revenue synergies or can we increase our growth rate just by bringing these companies together. I think the simple answer and the honest answer is, no. Longer-term, as we discussed in the answer to Edwin's question and in some of the prepared marks in the script, we do view there being a potential for such things. But if you look at the company's businesses and how we're executing in our respective markets, I think the right way to think about our top line growth is as the super position of the two existing businesses growth rates. If we work our way down the P&L and you can see this reflected in the pro forma. However, there's some significant efficiencies that unlock. And so if you look at -- in particular, an EPS growth rate as we execute towards the synergies, take advantage of the NOLs, there is a significant acceleration of growth rate there, as we bring together the cost savings and different financial synergies associated with the deal.

Craig Ellis

Analyst · B. Riley. Your line is now open.

That's helpful. The follow-up question is to Tom. Tom, I missed it if you provided it. Earnings accretion guidance, but can you comment on that both on a near-term basis and a longer-term basis?

Mike Ludwig

Management

Yes. This is Mike. So, we did look at -- we haven't provided any guidance on accretion. We just looked at our 2015 sort of on a pro forma basis as if this had happened as of the beginning and when you look at that, we're basically saying, hey, FormFactor had on a non-GAAP basis $0.37, on the stand-alone right you put them together, you get $0.28 of additional accretion for the year. So, again that's about 75%, 76% better than FormFactor on a standalone basis. However, that just is an illustrative example how we think this makes a lot of financial sense. That being said, we haven't provided any forward-looking guidance with respect to accretion on the transaction.

Craig Ellis

Analyst · B. Riley. Your line is now open.

Okay. And then two details. One, are there break ups and if so what are they? And two, how should we factor in the cost of debt that will be used to fund the transaction?

Mike Slessor

Management

I'm sorry, what was the first question Craig?

Craig Ellis

Analyst · B. Riley. Your line is now open.

Break-up fees?

Mike Slessor

Management

So, yes there are break-up fees. We refer you to the merger agreement to look for the details of those. I'll ask Mike Ludwig to talk about the funding.

Mike Ludwig

Management

I'm sorry, are you asking me about funding or you're asking about -- you said, costs, can you elaborate Craig on the question?

Craig Ellis

Analyst · B. Riley. Your line is now open.

Yes. Just the cost of the debt funding that you used on the deal?

Mike Ludwig

Management

Okay. So, the cost of the debt funding. In the example we used a little over 3.25% is what we have. We do have committed terms and conditions and in essence for you, it's what we've used in our assumption was LIBOR plus 200 basis points.

Operator

Operator

Our next question comes from the line of Patrick Ho with Stifel Nicolas. Your line is now open.

Patrick Ho

Analyst · Stifel Nicolas. Your line is now open.

Thank you, and first I also want to send my congratulations to both companies. First, for Mike Slessor. Given some of the overlap of customers and as you mentioned you kind of combine both now the engineering as well as the production capabilities of both companies. Do you see this longer-term as a potential one-stop-shop for many of your customers both from the engineering side as well as on the production end?

Mike Slessor

Management

Thanks for the question, Pat. I think it's a great question because as we longer-term, clearly one of the things we're looking forward to creating is you could call it a one-stop-shop but maybe looking at it more broadly, a more complete provider of solutions to help people both measure their yield, but also improve their yield. Obviously, as we move upstream into the engineering and characterization space; one of the things we're able to do is not just tell people what their yield is, which is one of the fundamental things a probe card does, but we're able to help people fix yield. And I think the insight that we gain from the upstream engineering activities is going to really help inform both our product decisions downstream, but also help customers as they ramp things aggressively and be in the right position to offer them a complete engineering to production solution as they ramp new nodes and new devices. So longer-term, that's definitely one of the strategic benefits we see from the combination.

Patrick Ho

Analyst · Stifel Nicolas. Your line is now open.

Great, that's helpful. And then maybe just as a follow-up for you again, Mike, in terms of just the business environment on the probe card and for you guys as you look to 2016. You mentioned the continued strength in your SoC business. As you look at the year as a whole, given a lot of the mix data points in the overall semiconductor industry, do you see the SoC strength coming primarily from one core customer or do you see the mobile application processor market also picking up strength particularly as you get to the more seasonally stronger period of the year?

Mike Slessor

Management

So we do see -- there are many moving parts in not just the SoC business, but the overall probe card business during 2016 as we currently see it. The strength in SoC does have multiple dimensions to it. Certainly the current activity that we've indicated is associated with 10-nanometer ramp at one of our key customers, it is a very strong momentum and we expect that to be persistent throughout the year. However, if we look at new design activity from other customers on some of the foundry FinFET nodes, there's some very strong initial design activity there as well, which as you say we, typically find seasonal strength in the middle part and latter part of the year associated with those designs. And so the simple answer to your question is we see both components of that strength in SoC as we move through 2016.

Operator

Operator

Our next question comes from the line of Srini Sundar with Summit Research. Your line is now open.

Srini Sundar

Analyst · Summit Research. Your line is now open.

Hi, guys, thanks for taking my call. My first question is why now, what factors made you think that this is the best time for the merger?

Mike Slessor

Management

Srini it's Mike Slessor. I'll answer that one or start to answer that one. With any combination certainly you're looking to satisfy several different objectives and as we've motivated for you in the conference call and in the support materials this one allows us to check the boxes on strategic, operational and financial rationale in a very compelling way in each of them. So the fundamental deal made sense. Given Cascade's performance over the past year and the continued trajectory of that momentum you can infer from Jeff's guidance and comments, we felt like it was the right time to capture some of that growth. But the other piece of this is certainly associated with two companies finding the right ingredients and the right time to decide the deal. Simply put, it takes two to tango. The companies obviously know each other well. This is a small neighborhood and we've been interacting for a long time. We found the right ingredients from a Board perspective, from a valuation perspective, and from just an overall timing perspective when we looked at availability of debt, FormFactor's track record now of putting up seven consecutive quarters of cash generation. We felt like all these things came together at the right time and we're able fortunately to put this deal together at this time. I'd actually like to ask Michael Burger to also talk about the timing from the Cascade side of this is well because as I said, it takes two to tango.

Michael Burger

Management

Yes, thank you, Mike. The only thing I would add to what you've said is that I think trajectory of the market is another factor. I think there was a great deal of uncertainty at the beginning of 2015 about what the market would hold and I think that obviously makes for nervous Boards and conversations around what the future looks like. I think we have a pretty good feel for 2016 and feel like it is very positive and I think that's a great environment in which to put two companies together. So I agree with everything Mike said and I think the market had something to play with that as well.

Srini Sundar

Analyst · Summit Research. Your line is now open.

Okay. And my next question is who are the key customers of Cascade? I know that you have like 1,000 customers, but is there like one, two, three, top three customers?

Mike Slessor

Management

This is Mike Slessor. I am going to answer that generally and then I'm going to ask the Cascade guys to comment. Again, part of this is about diversification. And one of the interesting things about Cascade's customer concentration and mix and then the combined companies' customer concentration and mix is it is very diverse. In fact, Cascade has no 10% customers and so they don't publicly disclose who their top customers are. Having said that, I can tell you it is the who is who of the semiconductor industry. As Patrick inferred from his question, we do have a lot of the same customers. I want to emphasize that we're selling these customers different products, but there is a great deal of customer overlap with the top customers in the semiconductor industry. Michael, do you want to address that all?

Michael Burger

Management

Yes, thank you. We don't really have any customer that is over 10% and so we don't really give a lot of great detail. Obviously, we have two different markets or segments that we report. The Systems market really represents the who is who of the semiconductor space. We've got roughly over 10,000 systems installed in the field and it literally is almost everyone who does any sort of semiconductor manufacturing, research, et cetera. And then on the Probe segment that is dominated primarily, as Mike Slessor said in his script, around the RF front-end market segment, which is again in our investor presentation, we talk about the big guys, Avago, Skyworks, Broadcom, et cetera. So, we really touch a lot of the same customers, FormFactor and Cascade. It's just the level of emphasis or concentration of each of our businesses is different. And I think putting these two companies together will really kind of maximize that and I think that's the real exciting opportunity I think for certainly our customers and our shareholders.

Srini Sundar

Analyst · Summit Research. Your line is now open.

Okay. Just to clarify, would you say that all the foundries are kind of your customers?

Michael Burger

Management

Are you asking Michael or Mike Burger you're asking?

Srini Sundar

Analyst · Summit Research. Your line is now open.

Either one.

Mike Slessor

Management

Go ahead, Mike.

Michael Burger

Management

Yes. All the foundries are our customers, particularly on the Systems side. They represent a large concentration of our current installed base and our future funnel, so yes.

Operator

Operator

Our next question comes from the line of Christopher Longiaru with Sidoti & Company. Your line is now open.

Christopher Longiaru

Analyst · Sidoti & Company. Your line is now open.

I'll add my congratulations. I was wondering, if you could give us a little more clarity into the synergies. I mean, is this more going to be kind of -- you're selling to the same customers and are going to recognize benefits from that, is it wafer pricing? Could you just give us a little more granularity into what that $10 million to $12 million looks like and how it progresses over the time frame that you laid out?

Mike Ludwig

Management

Yes. So, I think what we're looking at, again, is as we get into the initial steps, as we've discussed earlier, I think we'll find some facility overlaps, some field overlaps, some public company expense overlap, right. So, I think those again are the easy items. As we get into deeper planning we look at the processes that are being done by both companies. I think we'll find some synergies that will develop probably throughout the organization, whether that be in G&A, whether that be in sales and marketing. And as Mike said, we'll take a very measured approach to anything that touches R&D or the manufacturing and operations of it. But again, I think over time we'll find some synergies there as well. I think it's just -- it's not going to happen in the first 12 to 18 months. It's going to take some time to get deeper into the organization to do that. Also, I think one of the things that we talked about that's pretty significant for us that will get immediately like our tax synergies is the ability to utilize the FormFactor NOLs that were created in literally like the 2009 through 2013 time frame. Those will carry on for a number of years. So, I think while we haven't touched on those too much with respect to Q&A, I certainly want to point those out to be very significant synergies and benefits on a go-forward basis as well, Chris.

Christopher Longiaru

Analyst · Sidoti & Company. Your line is now open.

And can you lay out some of your expectations for how cash flow looks over the next few quarters as you move into this? I know that you mentioned that one of the uses of cash is going to be to delever the balance sheet. Just give us an idea of kind of what the combined company cash flow might look like?

Mike Ludwig

Management

Okay. Well, again, we will publish a model shortly after we -- after post close, but if you just sort of look at probably 2015. If that's a decent example, right, FormFactor prior to any stock repurchases generated some more in the ballpark of $32 million and as Jeff pointed out, if you do the math there, I think their free cash flow is somewhere around $8 million or $9 million once you exclude stock repurchases. So if that's an indication, then I would suggest that going forward the two companies together should be able to generate somewhere north of $40 million of cash flow on an annual basis. And again with expected increasing revenues, synergies and particularly tax synergies, I would expect that number to go further north as we move along into next 2016 and 2017.

Christopher Longiaru

Analyst · Sidoti & Company. Your line is now open.

Do you have a goal for how much of that goes to paying down debt?

Mike Ludwig

Management

Well for us, again we're going to really, again, focus on delevering. We don't have -- we haven't established a policy that suggests that a certain percentage of excess cash flow will go to pay down the debt. But from our perspective, again we want to look at what the alternative uses of cash are. But to the extent we don't see any other transactions on the horizon and that sort of thing, we definitely will focus on paying down the debt with any excess cash that we have.

Christopher Longiaru

Analyst · Sidoti & Company. Your line is now open.

Great. That's all I have guys. Thank you for taking my questions.

Operator

Operator

Our next question comes from the line of Tom Diffely with D.A. Davidson. Your line is now open.

Tom Diffely

Analyst · D.A. Davidson. Your line is now open.

First a question on the deal structure. Why did you decide to use stock as well as debt and not just debts alone?

Mike Ludwig

Management

Look, I think the one thing that from a company's standpoint, we knew we would have to use some debt. At the same point in time there is certainly a limited appetite for everybody's -- limited appetite for the amount of debt. And we really sort of felt as well that'd be good in terms of when you put these companies together if they had a continuing interest in the combined success of the company, that wouldn't be a bad thing either. So I think that's kind of why we decided to use some stock as well.

Tom Diffely

Analyst · D.A. Davidson. Your line is now open.

Okay, all right. And then when you look at the NOLs that FormFactor has, what percentage of Cascade's business is in the U.S. and would be -- well, would benefit from the NOLs?

Mike Ludwig

Management

Right. We understand that somewhere in the 70% to 80% of their income is generated within the U.S. So again, I think our NOLs will provide a nice synergy around that.

Tom Diffely

Analyst · D.A. Davidson. Your line is now open.

Okay. And then, you had some nice slides on the diversification that the combination provides. I'm curious, so when you look at the relative seasonality or the relative cyclicality of the two companies, is it -- does the diversification help you there or is it really just customer specific diversification that benefits you?

Mike Slessor

Management

This is Mike Slessor, Tom. There is a couple of different components to the diversification. The first, as you've noted in the slides is really associated with customers and lowering the combined company's dependence on any one customer or any one set of customers. If you look at the seasonality profiles of the business, interestingly enough, Cascade's Q4, calendar Q4, ends up being one of the very strong quarters of the year. And although it hasn't happened recently for FormFactor that was often one of the weaker seasonal quarters for FormFactor. So to the extent there is this historical seasonal pattern that still imposes on both of our business, we actually diversify or damp out some of that calendar seasonality as well as we put these two businesses together.

Tom Diffely

Analyst · D.A. Davidson. Your line is now open.

Okay. I was actually surprised to hear Mike Ludwig say that they came off of a seasonally strong fourth quarter. I've never heard you guys say that before.

Mike Ludwig

Management

That's right.

Tom Diffely

Analyst · D.A. Davidson. Your line is now open.

All right. So when you look at -- well, just maybe a couple of quick FormFactor questions here. First on the Flash, it seems like the Flash is running a little below where we would have thought several quarters ago. I'm curious how you see the traction with your new product there and how you view it on a go-forward basis?

Mike Slessor

Management

Right. So the new product Vector, as we've talked to you in the past, we spent much of 2015 working our way through the production qualifications of two customers and really focusing on making sure our internal yields, quality, cycle times and costs were within a window where we were prepared to ramp it. With some of the investments our customers are making in 3D NAND, we are beginning to see the initial parts of that ramp. Certainly they were not evident in Q4 results as you can see from Flash. And in the first part of the year they are going to be slow and steady. I think the guidance or the expectations we've set before that Vector will be sort of the call it $2 million-ish on a quarterly run rate, as we come through 2016, continues to be our expectation, continues to be what we're planning for. And as we begin to ramp these designs for volume 3D NAND production here in the first part of the year, we're tracking to that.

Tom Diffely

Analyst · D.A. Davidson. Your line is now open.

Okay. And then finally, Mike Burger, in your comments you talked about how the timing of this acquisition merger was partly driven by the uncertainty in the marketplace a year ago in 2015, implying that the uncertainty in the marketplace is less this year. I'm curious if you could just expand on that thought?

Michael Burger

Management

Yes. I actually believe it's less for certainly for Cascade in the context of our current customer base. As we talked about our bookings for Q4 were exceptional, over 1.2 to 1. So, we felt really good about kind of the trajectory going forward and actually in all segments, not just the RF side of it. So, I think that builds a lot of confidence on both sides of the transaction about our ability to deliver what we say we're going to do, and I think that does have some bearing on timing.

Tom Diffely

Analyst · D.A. Davidson. Your line is now open.

Okay, great. Thanks to all of you.

Michael Burger

Management

Thank you.

Operator

Operator

We have a follow-up question from Craig Ellis with B. Riley. Your line is now open.

Craig Ellis

Analyst

Asked and answered, but thank you.

Operator

Operator

We have another follow-up question from Srini Sundar with Summit Research. Your line is now open.

Srini Sundar

Analyst

My current question is, I know that China does not become a worry for FormFactor because of the end market profile, but does China potentially affect Cascade given its weakness?

Mike Slessor

Management

Well, Srini, China is an important market for both companies and we have -- when we talk about footprints and customers, both companies have pretty significant market presence in China. So as China continues to grow, as China continues to internalize more of the semiconductor manufacturing, we certainly at FormFactor have done more and more inside of China with our local team and partnering with key customers and other suppliers inside of China. So China remains, for the semiconductor industry overall, a key area where you need to be present to win, where you need to be engaged in a material way with a local team that's embedded there. And we're going to continue on that theme as we move forward with closing and take advantage of this expanded product profile and footprint from engineering through production, all of those activities happen in China as well.

Srini Sundar

Analyst

Actually my question was, is the current weakness in China, is that going to affect Form or Cascade.

Mike Slessor

Management

So from a macroeconomic or a demand perspective?

Srini Sundar

Analyst

Correct, macroeconomic, yes and how it will affect?

Mike Slessor

Management

Certainly, the overall demand dynamics associated with, just take handsets for example, I think well understood by everybody. Both companies are certainly linked to the overall handset demand, whether it's Cascade's RF filter business or FormFactor's application process or their memory businesses, there are certain components of those businesses that are driven by handset unit demand. I think the interesting thing for both companies' businesses. And I'll use an example of it, in our slide deck there's a particular interest for the Cascade RF business, is even as handset unit growth slows, the number of discrete RF filters that are going into each of these units is expanding pretty rapidly as the bands proliferate. And so even with the end market weakness on the unit front, we do see some growth trajectories inside as, if you like, the two companies take a bigger chunk of the share of the bond inside these things. So, macro economy certainly a concern, but we think there are some underlying structural dynamics that help us out there as well.

Operator

Operator

And we have no further questions. I would like to turn the conference back to management for closing comments.

Mike Slessor

Management

Thanks again for joining us today on a very important day in both companies' history. We look forward to continuing to executive in our respective businesses, closing this transaction, and delivering on the combined results and potential we've shared with you today. Thanks again.