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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 Form 10-Q
 
(Mark one)
☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 2024
Or 
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to            
 
Commission file number: 000-50307
 
FormFactor, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3711155
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)
 
7005 Southfront Road, Livermore, California 94551
(Address of principal executive offices, including zip code)
 
(925) 290-4000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section12(b) of the Act:
Title of each class
Trading Symbol(s)
 Name of each exchange on which registered
Common stock, $0.001 par valueFORM Nasdaq Global Market
 ______________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☒  No ☐
 
Indicate by check mark whether the registrant submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of the Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer☒Accelerated Filer☐Non-accelerated Filer☐
Smaller Reporting Company☐Emerging Growth Company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☒ 

As of October 30, 2024, 77,450,635 shares of the registrant’s common stock, par value $0.001 per share, were outstanding.



FORMFACTOR, INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 28, 2024
INDEX

 
   
 
   
 
   
  
 
  
 
  
  
  
  
  
Item 5.
Other Information
  
 

2

PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
FORMFACTOR, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
 September 28,
2024		December 30,
2023
ASSETS 
Current assets:  
Cash and cash equivalents$184,506 $177,812 
Marketable securities169,961 150,507 
Accounts receivable, net of allowance for credit losses of $4 and $501
116,866 102,957 
Inventories, net105,374 111,685 
Restricted cash3,773 1,152 
Prepaid expenses and other current assets34,302 29,667 
Total current assets614,782 573,780 
Restricted cash2,210 2,309 
Operating lease, right-of-use-assets25,034 30,519 
Property, plant and equipment, net of accumulated depreciation204,108 204,399 
Goodwill200,137 201,090 
Intangibles, net11,017 12,938 
Deferred tax assets92,826 78,964 
Other assets3,669 2,795 
Total assets$1,153,783 $1,106,794 
LIABILITIES AND STOCKHOLDERS’ EQUITY 
Current liabilities: 
Accounts payable$52,086 $63,857 
Accrued liabilities46,508 41,037 
Current portion of term loan, net of unamortized issuance costs1,098 1,075 
Deferred revenue20,972 16,704 
Operating lease liabilities8,512 8,422 
Total current liabilities129,176 131,095 
Term loan, less current portion, net of unamortized issuance costs12,488 13,314 
Long-term operating lease liabilities19,731 25,334 
Deferred grant18,000 18,000 
Other liabilities19,378 10,247 
Total liabilities198,773 197,990 
 
Stockholders’ equity: 
Common stock, $0.001 par value:
 
250,000,000 shares authorized; 77,447,989 and 77,376,903 shares issued and outstanding
77 77 
Additional paid-in capital845,466 861,448 
Accumulated other comprehensive loss(1,773)(4,052)
Accumulated income111,240 51,331 
Total stockholders’ equity955,010 908,804 
Total liabilities and stockholders’ equity$1,153,783 $1,106,794 
 
The accompanying notes are an integral part of these condensed consolidated financial statements. 
3

FORMFACTOR, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
 Three Months EndedNine Months Ended
 September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Revenues$207,917 $171,575 $574,116 $494,939 
Cost of revenues123,212 102,290 339,773 304,293 
Gross profit84,705 69,285 234,343 190,646 
Operating expenses:
Research and development31,243 31,014 91,434 87,599 
Selling, general and administrative35,607 35,564 106,560 101,561 
Total operating expenses66,850 66,578 197,994 189,160 
Gain on sale of business— — 20,581 — 
Operating income
17,855 2,707 56,930 1,486 
Interest income, net3,650 1,662 10,221 4,420 
Other income (expense), net
(558)788 322 1,261 
Income before income taxes20,947 5,157 67,473 7,167 
Provision for income taxes
2,211 786 7,564 626 
Net income$18,736 $4,371 $59,909 $6,541 
Net income per share:
Basic $0.24 $0.06 $0.77 $0.08 
Diluted$0.24 $0.06 $0.76 $0.08 
Weighted-average number of shares used in per share calculations:
Basic 77,406 77,571 77,364 77,265 
Diluted78,439 78,412 78,495 77,860 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

FORMFACTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Net income $18,736 $4,371 $59,909 $6,541 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments4,326 (3,351)968 (2,641)
Unrealized gains on available-for-sale marketable securities
1,669 283 1,432 801 
Unrealized gains (losses) on derivative instruments
180 (996)(121)(1,091)
Other comprehensive income (loss)6,175 (4,064)2,279 (2,931)
Comprehensive income$24,911 $307 $62,188 $3,610 

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

5

FORMFACTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except shares)
(Unaudited)
 Shares of
Common
Stock		Common
Stock		Additional
Paid-in
Capital		Accumulated
Other
Comprehensive
Loss		Accumulated
Income
(Deficit)		Total
Three Months Ended September 28, 2024
Balances, June 29, 2024
77,281,052 $77 $863,283 $(7,948)$92,504 $947,916 
Issuance of common stock under the Employee Stock Purchase Plan143,975 — 4,800 — — 4,800 
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax428,694 — (14,421)— — (14,421)
Purchase and retirement of common stock through repurchase program(405,732)— (16,909)— — (16,909)
Stock-based compensation— — 8,713 — — 8,713 
Other comprehensive income— — — 6,175 — 6,175 
Net income— — — — 18,736 18,736 
Balances, September 28, 2024
77,447,989 $77 $845,466 $(1,773)$111,240 $955,010 
Nine Months Ended September 28, 2024
Balances, December 30, 2023
77,376,903 $77 $861,448 $(4,052)$51,331 $908,804 
Issuance of common stock under the Employee Stock Purchase Plan340,989 — 9,748 — — 9,748 
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax619,780 — (17,990)— — (17,990)
Purchase and retirement of common stock through repurchase program(889,683)— (37,211)— — (37,211)
Stock-based compensation— — 29,471 — — 29,471 
Other comprehensive income— — — 2,279 — 2,279 
Net income— — — — 59,909 59,909 
Balances, September 28, 2024
77,447,989 $77 $845,466 $(1,773)$111,240 $955,010 
Three Months Ended September 30, 2023
Balances, July 1, 202377,184,012 $77 $867,517 $(4,445)$(28,886)$834,263 
Issuance of common stock under the Employee Stock Purchase Plan153,135 — 3,798 — — 3,798 
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax502,170 1 (8,894)— — (8,893)
Stock-based compensation— — 11,213 — — 11,213 
Other comprehensive loss— — — (4,064)— (4,064)
Net income— — — — 4,371 4,371 
Balances, September 30, 2023
77,839,317 $78 $873,634 $(8,509)$(24,515)$840,688 
Nine Months Ended September 30, 2023
Balances, December 31, 202276,914,590 $77 $844,842 $(5,578)$(31,056)$808,285 
Issuance of common stock under the Employee Stock Purchase Plan363,190 — 8,822 — — 8,822 
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax561,537 1 (9,350)— — (9,349)
Stock-based compensation— — 29,320 — — 29,320 
Other comprehensive loss— — — (2,931)— (2,931)
Net income— — — — 6,541 6,541 
Balances, September 30, 2023
77,839,317 $78 $873,634 $(8,509)$(24,515)$840,688 

The accompanying notes are an integral part of these condensed consolidated financial statements.
6

FORMFACTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Nine Months Ended
 September 28,
2024		September 30,
2023
Cash flows from operating activities:  
Net income$59,909 $6,541 
Adjustments to reconcile net income to net cash provided by operating activities: 
Depreciation22,197 22,880 
Amortization1,920 6,043 
Reduction in the carrying amount of right-of-use assets5,129 5,556 
Stock-based compensation expense29,550 29,333 
Deferred income tax benefit(14,044)(6,283)
Provision for excess and obsolete inventories10,052 12,566 
Gain on sale of business(20,581)— 
Other adjustments to reconcile net income to net cash provided by operating activities(2,178)1,375 
Changes in assets and liabilities:
Accounts receivable(13,300)(7,796)
Inventories(7,573)(8,910)
Prepaid expenses and other current assets(256)(1,761)
Other assets295 804 
Accounts payable(8,780)474 
Accrued liabilities7,368 (5,268)
Other liabilities9,331 467 
Deferred revenues7,883 (12,915)
Deferred grant— 18,000 
Operating lease liabilities(5,301)(5,754)
Net cash provided by operating activities81,621 55,352 
Cash flows from investing activities:  
Acquisition of property, plant and equipment(30,773)(46,094)
Proceeds from sale of business21,585 — 
Purchases of marketable securities(109,727)(96,913)
Purchase of promissory note receivable(1,500)— 
Proceeds from maturities and sales of marketable securities94,263 93,013 
Net cash used in investing activities(26,152)(49,994)
Cash flows from financing activities:  
Proceeds from issuances of common stock9,748 8,822 
Purchase of common stock through stock repurchase program(37,211)— 
Tax withholdings related to net share settlements of equity awards(17,990)(9,349)
Payments on term loan(803)(781)
Net cash used in financing activities(46,256)(1,308)
Effect of exchange rate changes on cash, cash equivalents and restricted cash3 (3,324)
Net increase in cash, cash equivalents and restricted cash9,216 726 
Cash, cash equivalents and restricted cash, beginning of year181,273 112,982 
Cash, cash equivalents and restricted cash, end of period$190,489 $113,708 

The accompanying notes are an integral part of these condensed consolidated financial statements.
7


FORMFACTOR, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 28,
2024		September 30,
2023
Non-cash investing and financing activities:
Decrease in accounts payable and accrued liabilities related to property, plant and equipment purchases$2,915 $6,222 
Operating lease, right-of-use assets obtained in exchange for lease obligations— 4,728 
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net$13,114 $12,064 
Cash paid for interest298 317 
Operating cash outflows from operating leases6,960 6,836 
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents$184,506 $108,731 
Restricted cash, current3,773 1,171 
Restricted cash2,210 2,146 
Cash and cash equivalents included in Assets held-for-sale— 1,660 
Total cash, cash equivalents and restricted cash$190,489 $113,708 

The accompanying notes are an integral part of these condensed consolidated financial statements.
8

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

Note 1 — Basis of Presentation and Significant Accounting Policies
 
Basis of Presentation
The accompanying condensed consolidated financial information of FormFactor, Inc. is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2023 Annual Report on Form 10-K filed with the SEC on February 23, 2024. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.
 
Fiscal Year 
We operate on a 52/53 week fiscal year, whereby the fiscal year ends on the last Saturday of December. Fiscal 2024 and 2023 each contain 52 weeks and the nine months ended September 28, 2024 and September 30, 2023 each contained 39 weeks. Fiscal 2024 will end on December 28, 2024.

Significant Accounting Policies
Our significant accounting policies have not changed during the nine months ended September 28, 2024 from those disclosed in our Annual Report on Form 10-K for the year ended December 30, 2023.

New Accounting Pronouncements
ASU 2023-09
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” 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. 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. We are currently evaluating the effect the adoption of this ASU may have on our disclosures.

ASU 2023-07
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The ASU includes requirements that an entity disclose the title of the chief operating decision maker (“CODM”) and on an interim and annual basis, significant segment expenses and the composition of other segment items for each segment's reported profit. The standard also permits disclosure of additional measures of segment profit. 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. We are currently evaluating the effect the adoption of this ASU may have on our disclosures.

Note 2 — Concentration of Credit and Other Risks

Each of the following customers accounted for 10% or more of our revenues for the periods indicated:
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
SK hynix Inc.18.1 %*17.8 %*
Intel Corporation17.1 %17.1 %16.6 %17.2 %
Samsung Electronics Co., LTD.*11.2 %**
35.2 %28.3 %34.4 %17.2 %
* Less than 10% of revenues.

At September 28, 2024 and December 30, 2023, two customers accounted for 24.7% and 10.2% and two customers accounted for 17.8% and 11.0% of gross accounts receivable, respectively.
9


Note 3 — Inventories, net

Inventories are stated at the lower of cost (principally standard cost, which approximates actual cost on a first in, first out basis) or net realizable value.
 
Inventories, net, consisted of the following (in thousands):
September 28,
2024		December 30,
2023
Raw materials$43,488 $50,808 
Work-in-progress41,383 39,336 
Finished goods20,503 21,541 
$105,374 $111,685 

Note 4 — Divestitures

China Operations Divestiture
On February 7, 2024, the Company entered into a definitive agreement to sell its China operations to Grand Junction Semiconductor Pte. Ltd. (“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. The following subsidiaries were included as part of the divestiture: Microprobe Hong Kong Limited, FormFactor Technology (Suzhou) Co. Ltd., Cascade Microtech Singapore Pte, Ltd, and FormFactor International (Shanghai) Trading Co., Ltd. These entities supported both the Probe Cards and Systems segments.

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. 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.

The following table summarizes the fair value of the sale proceeds received in connection with the divestiture (in thousands):
February 26, 2024
Gross purchase price$25,000 
Working capital adjustment
159 
Cash transferred to the buyer at closing(2,743)
Direct costs to sell(986)
Fair value of sale consideration, net$21,430 

10

The carrying amount of net assets associated with the China operations was approximately $1.2 million. The major classes of assets and liabilities sold consisted of the following (in thousands):
February 26, 2024
ASSETS
Accounts receivable, net$1,174 
Inventories, net3,729 
Other current assets391 
Total current assets5,294 
Property, plant and equipment, net1,283 
Goodwill1,117 
Other assets3,029 
Total assets$10,723 
LIABILITIES
Deferred Revenue$3,739 
Other current liabilities1,546 
Other liabilities4,283 
Total liabilities$9,568 

As a result of the divestiture, the Company recognized a pre-tax gain of $20.3 million. The Company recorded income tax expense associated with the divestiture of approximately $3.3 million.

FRT Divestiture
On September 18, 2023, the Company announced entry into a definitive agreement to sell its FRT Metrology (“FRT”) business to Camtek Ltd. (“Camtek”) for $100 million in cash, subject to customary purchase price adjustments. The Company acquired FRT GmbH in fiscal 2019 for total consideration of $24.4 million, net of cash acquired. 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.

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.

The following table summarizes the fair value of the sale proceeds received in connection with the divestiture (in thousands):
November 1, 2023
Gross purchase price$99,100 
Estimated working capital adjustment4,266 
Cash transferred to the buyer at closing(2,049)
Direct costs to sell(1,225)
Fair value of sale consideration$100,092 

11

The carrying amount of net assets associated with the FRT business was approximately $26.8 million. The major classes of assets and liabilities sold consisted of the following (in thousands):
November 1, 2023
ASSETS
Accounts receivable, net$7,738 
Inventories, net6,446 
Other current assets635 
Total current assets14,819 
Intangibles, net6,897 
Goodwill10,660 
Other assets1,612 
Total assets$33,988 
LIABILITIES
Current liabilities$4,300 
Other liabilities2,856 
Total liabilities$7,156 

As a result of the divestiture, the Company recognized a pre-tax gain of $73.3 million. The Company recorded income tax expense associated with the divestiture of approximately $6.0 million.

Note 5 — Goodwill and Intangible Assets

Goodwill by reportable segment was as follows (in thousands):
Probe CardsSystemsTotal
Goodwill, as of December 31, 2022$178,424 $33,020 $211,444 
Reduction - FRT divestiture— (10,660)(10,660)
Foreign currency translation— 306 306 
Goodwill, as of December 30, 2023
178,424 22,666 201,090 
Reduction - China divestiture(1,055)(62)(1,117)
Foreign currency translation— 164 164 
Goodwill, as of September 28, 2024
$177,369 $22,768 $200,137 

We have not recorded goodwill impairments for the nine months ended September 28, 2024.

Intangible assets were as follows (in thousands):
September 28, 2024December 30, 2023
Intangible Assets GrossAccumulated
Amortization		NetGrossAccumulated
Amortization		Net
Existing developed technologies $159,724 $149,923 $9,801 $159,593 $148,445 $11,148 
Trade name7,823 7,776 47 7,808 7,728 80 
Customer relationships48,060 47,291 769 48,022 46,712 1,310 
In-process research and development400 — 400 400 — 400 
$216,007 $204,990 $11,017 $215,823 $202,885 $12,938 

Amortization expense was included in our Condensed Consolidated Statements of Income as follows (in thousands):
 Three Months EndedNine Months Ended
 September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Cost of revenues$449 $837 $1,347 $2,506 
Selling, general and administrative191 440 573 3,537 
$640 $1,277 $1,920 $6,043 
12


The estimated future amortization of definite-lived intangible assets, excluding in-process research and development, is as follows (in thousands):
Fiscal YearAmount
Remainder of 2024
$640 
20252,330 
20261,630 
20271,630 
20281,630 
Thereafter2,757 
$10,617 

Note 6 — Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):
September 28,
2024		December 30,
2023
Accrued compensation and benefits$33,599 $20,073 
Accrued warranty3,610 3,177 
Accrued income and other taxes2,851 8,205 
Accrued employee stock purchase plan contributions withheld2,535 4,263 
Other accrued expenses3,913 5,319 
$46,508 $41,037 

Note 7 — Fair Value and Derivative Instruments

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

We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the nine months ended September 28, 2024 or the year ended December 30, 2023.

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

No changes were made to our valuation techniques during the first nine months of fiscal 2024.

13

Assets and Liabilities Measured at Fair Value on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): 
September 28, 2024Level 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$125,293 $— $— $125,293 
U.S. treasuries1,198 — — 1,198 
126,491 — — 126,491 
Marketable securities:
 U.S. treasuries65,646 — — 65,646 
 U.S. agency securities— 13,851 — 13,851 
 Corporate bonds— 84,512 — 84,512 
 Commercial paper— 5,952 — 5,952 
65,646 104,315 — 169,961 
Foreign exchange derivative contracts— 505 — 505 
Promissory note receivable— — 1,500 1,500 
Interest rate swap derivative contracts— 1,618 — 1,618 
Total assets$192,137 $106,438 $1,500 $300,075 

December 30, 2023Level 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$110,980 $— $— $110,980 
U.S. treasuries4,581 — — 4,581 
115,561 — — 115,561 
Marketable securities:
 U.S. treasuries45,837 — — 45,837 
 U.S. agency securities— 10,003 — 10,003 
 Corporate bonds— 81,350 — 81,350 
 Commercial paper— 13,317 — 13,317 
45,837 104,670 — 150,507 
Foreign exchange derivative contracts— 284 — 284 
Interest rate swap derivative contracts— 1,989 — 1,989 
Total assets$161,398 $106,943 $— $268,341 
Liabilities:
Foreign exchange derivative contracts$— $(30)$— $(30)
Total liabilities$— $(30)$— $(30)
 
Cash Equivalents
The fair value of our cash equivalents is determined based on quoted market prices for similar or identical securities.

Marketable Securities
We classify our marketable securities as available-for-sale and value them utilizing a market approach. Our investments are priced by pricing vendors who provide observable inputs for their pricing without applying significant judgment. Broker pricing is used mainly when a quoted price is not available, the investment is not priced by our pricing vendors or when a broker price is more reflective of fair value. Our broker-priced investments are categorized as Level 2 investments because fair value is based on similar assets without applying significant judgments. In addition, all investments have a sufficient trading volume to demonstrate that the fair value is appropriate.

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

Interest Rate Swap
The fair value of our interest rate swap contract is determined at the end of each reporting period based on valuation models that use interest rate yield curves as inputs. For accounting purposes, our interest rate swap contract qualifies for, and is designated as a cash flow hedge. The hedged risk is the interest rate exposure to changes in interest payments attributable to changes in our variable-rate interest over the interest rate swap term. The changes in cash flows of the interest rate swap are expected to exactly offset changes in cash flows of the variable-rate debt. Cash settlements, in the form of cash payments or cash receipts, are recognized as a component of interest expense. The cash flows associated with the interest rate swaps are reported in Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows and the fair value of the interest rate swap contracts are recorded within Prepaid expenses and other current assets and Other assets in our Condensed Consolidated Balance Sheets.

Foreign Exchange Derivative Contracts
We operate and sell our products in various global markets. As a result, we are exposed to changes in foreign currency exchange rates. We utilize foreign currency forward contracts to hedge against future movements in foreign exchange rates that affect certain existing foreign currency denominated assets and liabilities and forecasted foreign currency revenue and expense transactions. 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.

We do not use derivative financial instruments for speculative or trading purposes. For accounting purposes, certain of our foreign currency forward contracts are not designated as hedging instruments and, accordingly, we record the fair value of these contracts as of the end of our reporting period in our Condensed Consolidated Balance Sheets with changes in fair value recorded within Other income, net in our Condensed Consolidated Statement of Income for both realized and unrealized gains and losses. Certain of our foreign currency forward contracts are designated as cash flow hedges, and, accordingly, we record the fair value of these contracts as of the end of our reporting period in our Condensed Consolidated Balance Sheets with changes in fair value recorded as a component of Accumulated other comprehensive loss and reclassified into earnings in the same period in which the hedged transaction affects earnings, and in the same line item on the Condensed Consolidated Statements of Income as the impact of the hedge transaction.

The fair value of our foreign exchange derivative contracts was determined based on current foreign currency exchange rates and forward points. All of our foreign exchange derivative contracts outstanding at September 28, 2024 will mature by the third quarter of fiscal 2025.

The following table provides information about our foreign currency forward contracts outstanding as of September 28, 2024 (in thousands):
CurrencyContract PositionContract Amount
(Local Currency)		Contract Amount
(U.S. Dollars)
EuroBuy29,925 $33,028 
Japanese YenSell2,863,220 20,203 
Korean WonBuy2,898,328 2,202 
Taiwan DollarSell113,723 3,598 

Our foreign currency contracts are classified within Level 2 of the fair value hierarchy as they are valued using pricing models that utilize observable market inputs.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
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. There were no assets or liabilities measured at fair value on a nonrecurring basis during the three and nine months ended September 28, 2024 or September 30, 2023.

Note 8 — Warranty
We offer warranties on certain products and record a liability for the estimated future costs associated with warranty claims at the time revenue is recognized. The warranty liability is based upon historical experience and our estimate of the level of future
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costs. While we engage in product quality programs and processes, our warranty obligation is affected by product failure rates, material usage and service delivery costs. We regularly monitor product returns for warranty and maintain a reserve for the related expenses based upon our historical experience and any specifically identified failures. As we sell new products to our customers, we must exercise considerable judgment in estimating the expected failure rates. 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. We provide for the estimated cost of product warranties at the time revenue is recognized as a component of Cost of revenues in our Condensed Consolidated Statement of Income.

Changes in our warranty liability were as follows (in thousands):
Nine Months Ended
September 28,
2024		September 30,
2023
Balance at beginning of year$3,177 $4,199 
Accruals6,918 6,426 
Settlements(6,485)(5,535)
Reclassification - Liabilities held-for-sale— (106)
Balance at end of period$3,610 $4,984 

Note 9 — Property, Plant and Equipment, net

Property, plant and equipment, net consisted of the following (in thousands):
September 28,
2024		December 30,
2023
Land$17,124 $17,124 
Building and building improvements46,375 46,526 
Machinery and equipment302,638 286,215 
Computer equipment and software47,562 46,866 
Furniture and fixtures7,581 7,490 
Leasehold improvements99,288 91,063 
Sub-total520,568 495,284 
Less: Accumulated depreciation and amortization(377,644)(358,021)
Net property, plant and equipment142,924 137,263 
Construction-in-progress61,184 67,136 
Total$204,108 $204,399 

Note 10 — Stockholders’ Equity and Stock-Based Compensation

Common Stock Repurchase Programs
On May 20, 2022, our Board of Directors authorized a two-year program to repurchase up to $75.0 million of outstanding common stock to offset potential dilution from issuance of common stock under our stock-based compensation programs. During fiscal 2022 and fiscal 2023, we repurchased and retired 1,700,893 shares of common stock for $56.4 million and 504,352 shares of common stock for $18.6 million, respectively, utilizing the remaining shares available for repurchase under the program.

On October 30, 2023, our Board of Directors authorized an additional two-year program to repurchase up to $75.0 million of outstanding common stock, with the primary purpose of offsetting potential dilution from issuance of common stock under our stock-based compensation programs. This share repurchase program will expire on October 30, 2025. During fiscal 2023 we repurchased and retired 32,020 shares of common stock for $1.2 million. During the nine months ended September 28, 2024, we repurchased and retired 889,683 shares of common stock for $37.2 million, and as of September 28, 2024, $36.6 million remained available for future repurchases.

Our policy related to repurchases of our common stock is to charge the excess of cost over par value to additional paid-in capital once the shares are retired. Share repurchases are subject to an excise tax enabled by the Inflation Reduction Act that is generally 1% of the fair market value of the shares repurchased at the time of the repurchase, net of the fair market value of certain new stock issuances during the same taxable year. Certain exceptions apply to the excise tax. The excise tax incurred
16

reduces the amount available under the repurchase programs, as applicable, and is included in the cost of shares repurchased in the Condensed Consolidated Statement of Stockholders Equity. All repurchases were made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

Restricted Stock Units
Restricted stock unit (“RSU”) activity under our equity incentive plan was as follows:
UnitsWeighted Average Grant Date Fair Value
RSUs at December 30, 2023
2,165,729 $35.85 
Awards granted882,718 44.73 
Awards vested(981,072)36.14 
Awards forfeited(178,252)43.90 
RSUs at September 28, 2024
1,889,123 38.97 

Performance Restricted Stock Units
We may grant Performance RSUs (“PRSUs”) to certain executives, which vest based upon us achieving certain market performance criteria.

On August 5, 2024, we granted 117,624 PRSUs to certain senior executives for a total grant date fair value of $5.8 million which will be recognized ratably over the requisite service period. The number of PRSUs granted represents the “target” number of units that can be earned based on the performance criteria. The performance criteria are based on Total Shareholder Returns (“TSR”) for the period of July 1, 2024 - June 30, 2027, relative to the TSR of the companies identified as being part of the S&P Semiconductors Select Industry Index (FormFactor peer companies) as of the grant date.

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. 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.

PRSUs are included as part of the RSU activity above.

Employee Stock Purchase Plan
Information related to activity under our Employee Stock Purchase Plan (“ESPP”) was as follows:
 Nine Months Ended
 September 28, 2024
Shares issued340,989 
Weighted average per share purchase price$28.59 
Weighted average per share discount from the fair value of our common stock on the date of issuance$(16.43)

Stock-Based Compensation
Stock-based compensation was included in our Condensed Consolidated Statements of Income as follows (in thousands):
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Cost of revenues$1,934 $1,376 $5,794 $4,801 
Research and development2,679 3,173 7,906 7,908 
Selling, general and administrative4,323 6,290 15,850 16,624 
Total stock-based compensation$8,936 $10,839 $29,550 $29,333 
 
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Unrecognized Compensation Costs
At September 28, 2024, the unrecognized stock-based compensation was as follows (dollars in thousands): 
Unrecognized
Expense
Average Expected
Recognition Period
in Years
Restricted stock units$50,506 2.07
Performance restricted stock units10,497 2.09
Employee stock purchase plan1,894 0.35
Total unrecognized stock-based compensation expense$62,897 2.02

Note 11 — Net Income per Share

The following table reconciles the shares used in calculating basic net income per share and diluted net income per share (in thousands):
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Weighted-average shares used in computing basic net income per share77,406 77,571 77,364 77,265 
Add potentially dilutive securities1,033 841 1,131 595 
Weighted-average shares used in computing diluted net income per share78,439 78,412 78,495 77,860 
Securities not included as they would have been antidilutive170 172 144 94 

Note 12 — Commitments and Contingencies

Leases
See Note 13, Leases.

Contractual Obligations and Commitments
Our contractual obligations and commitments have not materially changed as of September 28, 2024 from those disclosed in our Annual Report on Form 10-K for the year ended December 30, 2023.

Legal Matters
From time to time, we are subject to legal proceedings and claims in the ordinary course of business, the outcomes of which cannot be estimated with certainty. Our ability to estimate the outcomes may change in the near term and the effect of any such change could have a material adverse effect on our financial position, results of operations or cash flows.

Note 13 — Leases

We lease real estate space under non-cancelable operating lease agreements for commercial and industrial space, as well as for a portion of our corporate headquarters located in Livermore, California. Our leases have remaining terms of 1 year to 10 years, and some leases include options to extend up to 20 years. We also have operating leases for automobiles with remaining lease terms of 1 year to 3 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. The weighted-average remaining lease term for our operating leases was 4 years as of September 28, 2024 and the weighted-average discount rate was 4.70%.

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The components of lease expense were as follows (in thousands):
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Lease expense:
Operating lease expense$2,180 $2,157 $6,360 $6,233 
Short-term lease expense102 126 247 419 
Variable lease expense1,112 625 2,974 1,854 
$3,394 $2,908 $9,581 $8,506 


Future minimum payments under our non-cancelable operating leases were as follows as of September 28, 2024 (in thousands):
Fiscal YearAmount
Remainder of 2024
$2,294 
20259,185 
20267,695 
20277,259 
20283,935 
Thereafter1,449 
  Total minimum lease payments31,817 
Less: interest(3,574)
Present value of net minimum lease payments
28,243 
Less: current portion(8,512)
Total long-term operating lease liabilities
$19,731 

Note 14 — Revenue

Transaction price allocated to the remaining performance obligations: On September 28, 2024, we had $23.9 million of remaining performance obligations, which were comprised of deferred service contracts, extended warranty contracts, and contracts with overtime revenue recognition that are not yet delivered. We expect to recognize approximately 26.7% of our remaining performance obligations as revenue in the remainder of fiscal 2024, approximately 48.8% in fiscal 2025, and approximately 24.5% in fiscal 2026 and thereafter. The foregoing excludes the value of other remaining performance obligations as they have original durations of one year or less, and also excludes information about variable consideration allocated entirely to a wholly unsatisfied performance obligation.

Contract balances: The timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable is recorded at the invoiced amount, net of an allowance for credit losses. A receivable is recognized in the period we deliver goods or provide services or when our right to consideration is unconditional. A contract asset is recorded when we have performed under the contract but our right to consideration is conditional on something other than the passage of time. Contract assets as of September 28, 2024 and December 30, 2023 were $6.8 million and $3.8 million, respectively, and are reported on the Condensed Consolidated Balance Sheets as a component of Prepaid expenses and other current assets.

Contract liabilities include payments received and payments due in advance of performance under a contract and are satisfied as the associated revenue is recognized. Contract liabilities are reported on the Condensed Consolidated Balance Sheets at the end of each reporting period as a component of Deferred revenue and Other liabilities. Contract liabilities as of September 28, 2024 and December 30, 2023 were $22.1 million and $18.0 million, respectively. During the nine months ended September 28, 2024, we recognized $12.7 million of revenue that was included in contract liabilities as of December 30, 2023. During the nine months ended September 28, 2024, we divested contract liabilities of $1.7 million as of December 30, 2023 with the divestiture of our China operations.

Costs to obtain a contract: We generally expense sales commissions when incurred as a component of Selling, general and administrative expense, as the amortization period is typically less than one year.

Revenue by category: Refer to Note 15, Operating Segments and Enterprise-Wide Information, for further details.

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Note 15 — Operating Segments and Enterprise-Wide Information

Our CODM is our Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. We operate in two reportable segments consisting of the Probe Cards segment and the Systems segment. The following table summarizes the operating results by reportable segment (dollars in thousands):
Three Months Ended
September 28, 2024September 30, 2023
Probe CardsSystemsCorporate and OtherTotalProbe CardsSystemsCorporate and OtherTotal
Revenues$172,174 $35,743 $— $207,917 $128,339 $43,236 $— $171,575 
Gross profit 72,855 14,838 (2,988)84,705 49,383 22,396 (2,494)69,285 
Gross margin42.3 %41.5 %40.7 %38.5 %51.8 %40.4 %
Nine Months Ended
September 28, 2024September 30, 2023
Probe CardsSystemsCorporate and OtherTotalProbe CardsSystemsCorporate and OtherTotal
Revenues$475,667 $98,449 $— $574,116 $370,970 $123,969 $— $494,939 
Gross profit198,885 43,521 (8,063)234,343 135,118 64,266 (8,738)190,646 
Gross margin41.8 %44.2 %40.8 %36.4 %51.8 %38.5 %

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

Corporate and Other includes unallocated expenses relating to amortization of intangible assets, inventory and fixed asset fair value adjustments due to acquisitions, share-based compensation, and restructuring charges which are not used in evaluating the results of, or in allocating resources to, our reportable segments.

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Certain revenue category information by reportable segment was as follows (in thousands):
Three Months Ended
September 28, 2024September 30, 2023
Probe CardsSystemsTotalProbe CardsSystemsTotal
Market:
Foundry & Logic$107,446 $— $107,446 $96,366 $— $96,366 
DRAM60,184 — 60,184 27,478 — 27,478 
Flash4,544 — 4,544 4,495 — 4,495 
Systems— 35,743 35,743 — 43,236 43,236 
Total$172,174 $35,743 $207,917 $128,339 $43,236 $171,575 
Timing of revenue recognition:
Products transferred at a point in time$166,968 $34,292 $201,260 $127,731 $41,776 $169,507 
Products and services transferred over time5,206 1,451 6,657 608 1,460 2,068 
Total$172,174 $35,743 $207,917 $128,339 $43,236 $171,575 
Geographical region:
United States$45,015 $10,000 $55,015 $31,182 $12,543 $43,725 
Taiwan42,105 5,817 47,922 39,155 3,820 42,975 
South Korea40,870 858 41,728 31,805 3,270 35,075 
China27,367 7,146 34,513 10,779 10,971 21,750 
Japan3,734 4,322 8,056 2,976 3,988 6,964 
Europe2,149 5,607 7,756 2,583 6,713 9,296 
Singapore4,726 749 5,475 2,752 925 3,677 
Malaysia4,458 822 5,280 5,778 186 5,964 
Rest of World1,750 422 2,172 1,329 820 2,149 
Total$172,174 $35,743 $207,917 $128,339 $43,236 $171,575 
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Nine Months Ended
September 28, 2024September 30, 2023
Probe CardsSystemsTotalProbe CardsSystemsTotal
Market:
Foundry & Logic$297,874 $— $297,874 $279,895 $— $279,895 
DRAM164,122 — 164,122 77,832 — 77,832 
Flash13,671 — 13,671 13,243 — 13,243 
Systems— 98,449 98,449 — 123,969 123,969 
Total$475,667 $98,449 $574,116 $370,970 $123,969 $494,939 
Timing of revenue recognition:
Products transferred at a point in time$464,668 $94,638 $559,306 $368,939 $116,981 $485,920 
Products and services transferred over time10,999 3,811 14,810 2,031 6,988 9,019 
Total$475,667 $98,449 $574,116 $370,970 $123,969 $494,939 
Geographical region:
United States$120,046 $28,626 $148,672 $86,954 $37,175 $124,129 
South Korea140,233 1,319 141,552 77,832 5,881 83,713 
Taiwan109,476 13,136 122,612 103,368 9,448 112,816 
China56,364 18,849 75,213 45,771 26,586 72,357 
Europe8,927 16,493 25,420 8,424 21,114 29,538 
Japan12,594 11,615 24,209 14,014 11,859 25,873 
Singapore12,354 2,401 14,755 7,670 4,170 11,840 
Malaysia11,150 2,595 13,745 22,279 1,632 23,911 
Rest of the world4,523 3,415 7,938 4,658 6,104 10,762 
Total$475,667 $98,449 $574,116 $370,970 $123,969 $494,939 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Cautionary Statement Regarding Forward-Looking Statements
 
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Securities Act of 1933, which are subject to risks and uncertainties. The forward-looking statements include statements concerning, among other things, our business strategy, financial and operating results, gross margins, liquidity and capital expenditure requirements and impact of accounting standards. In some cases, you can identify these statements by forward-looking words, such as “may,” “might,” “will,” “could,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend” and “continue,” the negative or plural of these words and other comparable terminology.

The forward-looking statements are only predictions based on our current expectations and our projections about future events. All forward-looking statements included in this Quarterly Report on Form 10-Q are based upon information available to us as of the filing date of this Quarterly Report on Form 10-Q. You should not place undue reliance on these forward-looking statements. We have no obligation to update any of these statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements, including risks related to general market trends, the benefits of acquisitions and investments, our supply chain, uncertainties related to global, regional or national public health-related crises and the impact of our responses to them, the interpretation and impacts of changes in export controls and other trade barriers, military conflicts, political volatility and similar factors, our ability to execute our business strategy and other risks discussed in the section titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 30, 2023 and in this Quarterly Report on Form 10-Q. You should carefully consider the numerous risks and uncertainties described under these sections.
 
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the accompanying notes contained in this Quarterly Report on Form 10-Q. Unless expressly stated or the context otherwise requires, the terms “we,” “our,” “us” and “FormFactor” refer to FormFactor, Inc. and its subsidiaries.

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Overview

FormFactor, Inc., headquartered in Livermore, California, 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. 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. 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 and advancing yield knowledge.

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

We generated net income of $59.9 million in the first nine months of fiscal 2024 as compared to $6.5 million in the first nine months of fiscal 2023. Beginning in the second quarter of fiscal 2024, certain areas of the semiconductor industry strengthened, increasing demand in most markets within our Probe Cards segment, particularly with demand for high bandwidth memory (“HBM”) chips utilized in generative artificial intelligence applications, ramp of new mobile application processor designs, and demand for client PC and server microprocessor designs. While we experienced growth in total revenues during the first nine months of fiscal 2024, our Systems segment revenues were negatively impacted due to the absence of metrology system sales during the first nine months of fiscal 2024 as a result of the sale of our FRT Metrology business in the fourth quarter of fiscal 2023. Additionally, the increase in net income was partially attributable to the $20.3 million gain recognized from the completion of the sale of our China operations and establishment of an exclusive distribution and partnership agreement to continue sales and support of our products in the region (the “China Transaction”).

Critical Accounting Estimates

Management’s Discussion and Analysis and Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K describe the significant accounting estimates and significant accounting policies used in preparation of the Consolidated Financial Statements. Actual results in these areas could differ from management’s estimates. During the nine months ended September 28, 2024, there were no significant changes in our significant accounting policies or estimates from those reported in our Annual Report on Form 10-K for the year ended December 30, 2023.

Results of Operations
 
The following table sets forth our operating results as a percentage of revenues for the periods indicated:
 Three Months EndedNine Months Ended
 September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Revenues100.0 %100.0 %100.0 %100.0 %
Cost of revenues59.3 59.6 59.2 61.5 
Gross profit40.7 40.4 40.8 38.5 
Operating expenses:
Research and development15.0 18.1 15.9 17.7 
Selling, general and administrative17.1 20.7 18.6 20.5 
Total operating expenses32.1 38.8 34.5 38.2 
Gain on sale of business— — 3.6 — 
Operating income8.6 1.6 9.9 0.3 
Interest income, net1.8 0.9 1.8 0.9 
Other income (expense), net(0.3)0.5 0.1 0.2 
Income before income taxes10.1 3.0 11.8 1.4 
Provision for income taxes1.1 0.5 1.4 0.1 
Net income9.0 %2.5 %10.4 %1.3 %

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Revenues by Segment and Market
 Three Months EndedNine Months Ended
 September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
 (In thousands)
Probe Cards$172,174 $128,339 $475,667 $370,970 
Systems(1)
35,743 43,236 98,449 123,969 
$207,917 $171,575 $574,116 $494,939 
(1) During the fourth quarter of fiscal 2023, we completed the sale of our FRT Metrology business. As a result, metrology systems revenue will not recur in future periods. We generated no metrology systems revenue during the three and nine months ended September 28, 2024, compared to $8.0 million and $16.7 million, during the three and nine months ended September 30, 2023, respectively.

Three Months Ended
September 28,
2024		% of RevenuesSeptember 30,
2023		% of Revenues$ Change% Change
(Dollars in thousands)
Probe Cards Markets:
Foundry & Logic$107,446 51.7 %$96,366 56.2 %$11,080 11.5 %
DRAM60,184 28.9 27,478 16.0 32,706 119.0 
Flash4,544 2.2 4,495 2.6 49 1.1 
Systems Market:
Systems(1)
35,743 17.2 43,236 25.2 (7,493)(17.3)
Total revenues$207,917 100.0 %$171,575 100.0 %$36,342 21.2 %
Nine Months Ended
September 28,
2024		% of RevenuesSeptember 30,
2023		% of Revenues$ Change% Change
(Dollars in thousands)
Probe Cards Markets:
Foundry & Logic$297,874 51.9 %$279,895 56.6 %$17,979 6.4 %
DRAM164,122 28.6 77,832 15.7 86,290 110.9 
Flash13,671 2.4 13,243 2.7 428 3.2 
Systems Market:
Systems(1)
98,449 17.1 123,969 25.0 (25,520)(20.6)
Total revenues$574,116 100.0 %$494,939 100.0 %$79,177 16.0 %
(1) During the fourth quarter of fiscal 2023, we completed the sale of our FRT Metrology business. As a result, metrology systems revenue will not recur in future periods. We generated no metrology systems revenue during the three and nine months ended September 28, 2024, compared to $8.0 million and $16.7 million, during the three and nine months ended September 30, 2023, respectively.

Foundry & Logic — The increase in Foundry & Logic product revenue for the three and nine months ended September 28, 2024, compared to the three and nine months ended September 30, 2023, was driven by the ramp of new mobile application processor designs and stronger probe-card demand for client PC and server microprocessor designs.

DRAM — The increase in DRAM product revenue for the three and nine months ended September 28, 2024, compared to the three and nine months ended September 30, 2023, was driven by increased demand for HBM designs utilized in generative artificial intelligence applications and increased demand for commodity DRAM designs, particularly DDR5.

Flash — The increase in Flash product revenue for the three and nine months ended September 28, 2024, compared to the three and nine months ended September 30, 2023, was driven by increased customer production activity and demand for our products.

Systems — The decrease in Systems market revenue for the three and nine months ended September 28, 2024, compared to the three and nine months ended September 30, 2023, was primarily driven by the absence of metrology systems revenue due to the sale of our FRT Metrology business during the fourth quarter of fiscal 2023. The fluctuation in Systems revenue from sources not associated with metrology systems for the three and nine months ended September 28, 2024, compared to the three and nine
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months ended September 30, 2023, was an increase of $0.6 million, or 1.6%, and a decrease of $8.8 million, or 8.2%, respectively. The increase for the three months ended September 28, 2024, compared to the three months ended September 30, 2023, was from increased sales of cryogenic systems, partially offset by decreased sales of thermal systems. The decrease for the nine months ended September 28, 2024, compared to the nine months ended September 30, 2023, was from decreased sales of stations and thermal systems, partially offset by an increase in sales of cryogenic stations.
Revenues by Geographic Region
Three Months EndedNine Months Ended
September 28,
2024		% of RevenuesSeptember 30,
2023		% of RevenuesSeptember 28,
2024		% of
Revenue		September 30,
2023		% of
Revenue
 (Dollars in thousands)
South Korea$41,728 20.1 %$35,075 20.4 %$141,552 24.7 %$83,713 16.9 %
United States55,015 26.5 43,725 25.5 148,672 25.9 124,129 25.1 
Taiwan47,922 23.0 42,975 25.0 122,612 21.4 112,816 22.8 
China34,513 16.6 21,750 12.7 75,213 13.1 72,357 14.6 
Europe7,756 3.7 9,296 5.4 25,420 4.4 29,538 6.0 
Japan8,056 3.9 6,964 4.1 24,209 4.2 25,873 5.2 
Malaysia5,280 2.5 5,964 3.5 13,745 2.4 23,911 4.8 
Singapore5,475 2.6 3,677 2.1 14,755 2.6 11,840 2.4 
Rest of the world2,172 1.1 2,149 1.3 7,938 1.3 10,762 2.2 
Total revenues$207,917 100.0 %$171,575 100.0 %$574,116 100.0 %$494,939 100.0 %

Geographic revenue information is based on the location to which we ship the product. For example, if a certain South Korean customer purchases through its U.S. subsidiary and requests the products to be shipped to an address in South Korea, this sale will be reflected in the revenue for South Korea rather than the U.S.

Changes in revenue by geographic region for the three and nine months ended September 28, 2024, compared to the three and nine months ended September 30, 2023, were primarily attributable to changes in customer demand, shifts in customer regional manufacturing strategies, particularly with our large multinational customers, product sales mix, and impacts from trade restrictions. Specifically, the changes in revenue by geographic region was attributable to the following:
•The increase in revenue for South Korea for the three and nine months ended September 28, 2024, compared to the three and nine months ended September 30, 2023 was driven principally by increased demand for our DRAM probe card products, including those for HBM.
•The increase in revenues for the United States and the decrease in revenues for Malaysia, for the three and nine months ended September 28, 2024, compared to the three and nine months ended September 30, 2023 were driven principally by a single large U.S.-based company with operations in these regions that shifted shipments from these regions to the United States.
•The overall increase in revenues for China for the three and nine months ended September 28, 2024, compared to the three and nine months ended September 30, 2023, was driven by increased demand from a large Chinese DRAM integrated device manufacturer.
•Despite the increase in revenues for China previously described, expanded export license requirements imposed by the U.S. government beginning the fourth quarter of fiscal 2022 for exporting advanced U.S. semiconductor technology to China has negatively impacted revenue for that region. These requirements have restricted our ability to ship products to the region, decreasing demand from domestic China customers. Additionally, these requirements have caused, and continue to drive, some of our multinational customers to concentrate operations in regions other than China, lowering overall demand for those customers within the region.

Cost of Revenues and Gross Margins
Cost of revenues consists primarily of manufacturing materials, compensation and benefits, shipping and handling costs, manufacturing-related overhead (including equipment costs, related occupancy, and computer services), warranty costs, inventory adjustments (including write-downs for inventory obsolescence), and amortization of certain intangible assets. Our manufacturing operations rely on a limited number of suppliers to provide key components and materials for our products, some of which are a sole source. We order materials and supplies based on backlog and forecasted customer orders. Tooling and setup costs related to changing manufacturing lots at our suppliers are also included in the cost of revenues. We expense all warranty costs, inventory provisions and amortization of certain intangible assets as cost of revenues.

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Our gross profit and gross margin were as follows (dollars in thousands):
 Three Months Ended
 September 28,
2024		September 30,
2023		$ Change% Change
Gross profit$84,705 $69,285 $15,420 22.3 %
Gross margin40.7 %40.4 %
Nine Months Ended
September 28,
2024		September 30,
2023		$ Change% Change
Gross profit$234,343 $190,646 $43,697 22.9 %
Gross margin40.8 %38.5 %

Our gross profit and gross margin by segment were as follows (dollars in thousands):
Three Months Ended
September 28, 2024September 30, 2023
Probe CardsSystemsCorporate and OtherTotalProbe CardsSystemsCorporate and OtherTotal
Gross profit $72,855 $14,838 $(2,988)$84,705 $49,383 $22,396 $(2,494)$69,285 
Gross margin42.3 %41.5 %40.7 %38.5 %51.8 %40.4 %
Nine Months Ended
September 28, 2024September 30, 2023
Probe CardsSystemsCorporate and OtherTotalProbe CardsSystemsCorporate and OtherTotal
Gross profit$198,885 $43,521 $(8,063)$234,343 $135,118 $64,266 $(8,738)$190,646 
Gross margin41.8 %44.2 %40.8 %36.4 %51.8 %38.5 %

Probe Cards — For the three and nine months ended September 28, 2024, gross profit and gross margins increased compared to the three and nine months ended September 30, 2023, primarily due to greater revenues and a more favorable absorption of costs on higher production volumes. This was partially offset by an unfavorable product mix with a higher concentration of lower-margin DRAM sales and a lower concentration of higher-margin Foundry & Logic sales. For the three and nine months ended September 28, 2024 compared to the corresponding period in the prior year, DRAM revenue was up from 21.4% and 21.0% of Probe Card sales to 35.0% and 34.5% of Probe Card sales, and Foundry & Logic revenue was down from 75.1% and 75.4% of Probe Card sales to 62.4% and 62.6% of Probe Card sales. In general, our DRAM products have lower margins than our Foundry & Logic products.

Systems — For the three and nine months ended September 28, 2024, gross profit and gross margins decreased compared to the three and nine months ended September 30, 2023, primarily as a result of lower revenues and a less favorable absorption of costs on lower production volumes, and a less favorable product mix, in part related to the divestiture of the FRT Metrology business.

Corporate and Other — Corporate and Other includes unallocated expenses relating to stock-based compensation expense, amortization of intangible assets, inventory and fixed asset fair value adjustments due to acquisitions, and restructuring charges, net, which are not used in evaluating the results of, or in allocating resources to, our reportable segments. For the three months ended September 28, 2024, the Corporate and Other gross loss increased compared to the three months ended September 30, 2023, primarily from the an increase in stock-based compensation expense and restructuring charges that were partially offset due to the absence of amortization expense associated with our FRT Metrology business, which was sold during the fourth quarter of fiscal 2023. For the nine months ended September 28, 2024, the Corporate and Other gross loss decreased compared to the nine months ended September 30, 2023, primarily from the absence of amortization expense associated with our FRT Metrology business, which was sold during the fourth quarter of fiscal 2023.

Overall — Gross profit and gross margins fluctuate with revenue levels, product mix, selling prices, factory loading, and material costs. For the three and nine months ended September 28, 2024, compared to the three and nine months ended September 30, 2023, gross profit and gross margins have increased primarily as a result of more favorable absorption of costs and lower inventory excess and obsolescence reserves, partially offset by an unfavorable product mix, as described above.

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Cost of revenues included stock-based compensation expense as follows (in thousands):
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Stock-based compensation$1,934 $1,376 $5,794 $4,801 

Research and Development
Three Months Ended
September 28,
2024		September 30,
2023		$ Change% Change
(Dollars in thousands)
Research and development$31,243 $31,014 $229 0.7 %
% of revenues15.0 %18.1 %
Nine Months Ended
September 28,
2024		September 30,
2023		$ Change% Change
(Dollars in thousands)
Research and development$91,434 $87,599 $3,835 4.4 %
% of revenues15.9 %17.7 %

Research and development expenses in the three months ended September 28, 2024 increased compared to the corresponding period in the prior year primarily due to increased employee compensation costs from higher performance-based compensation and increased general operational costs, partially offset by lower compensation costs from decreased headcount as a result of the sale of our FRT Metrology business in the fourth quarter of fiscal 2023 and the China Transaction in the first quarter of fiscal 2024, lower project material costs, and lower stock-based compensation expense.

Research and development expenses in the nine months ended September 28, 2024 increased compared to the corresponding period in the prior year primarily due to increased employee compensation costs from higher performance-based compensation, general operational costs, and increased project material costs, partially offset by lower compensation costs from decreased headcount as a result of the sale of our FRT Metrology business in the fourth quarter of fiscal 2023 and the China Transaction in the first quarter of fiscal 2024.

A detail of the changes is as follows (in thousands):
Three Months Ended September 28, 2024 compared to Three Months Ended September 30, 2023Nine Months Ended September 28, 2024 compared to Nine Months Ended September 30, 2023
Employee compensation costs$1,082 $2,713 
Project material costs(853)281 
General operational costs576 1,107 
Stock-based compensation expense(494)(2)
Depreciation(82)(264)
$229 $3,835 

Research and development included stock-based compensation expense as follows (in thousands):
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Stock-based compensation expense
$2,679 $3,173 $7,906 $7,908 

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Selling, General and Administrative
Three Months Ended
September 28,
2024		September 30,
2023		$ Change% Change
(Dollars in thousands)
Selling, general and administrative$35,607 $35,564 $43 0.1 %
% of revenues17.1 %20.7 %
Nine Months Ended
September 28,
2024		September 30,
2023		$ Change% Change
(Dollars in thousands)
Selling, general and administrative$106,560 $101,561 $4,999 4.9 %
% of revenues18.6 %20.5 %

Selling, general and administrative expenses for the three months ended September 28, 2024 compared to the corresponding period in the prior year was effectively flat. The drivers of the fluctuation for the three month period were increased employee compensation costs from higher performance-based compensation and increased commissions expense from increased revenues, mostly offset by lower stock-based compensation expenses, lower transaction expenses related to the sale of our FRT Metrology business earlier in 2024, and lower general operating expenses.

Selling, general and administrative expenses increased in the nine months ended September 28, 2024 compared to the corresponding period in the prior year. The drivers of the increase for the nine month period were increased employee compensation costs from higher performance-based compensation, increased commissions expense from increased revenues, increased consulting fees from the China Transaction in the first quarter of fiscal 2024 and increased general operating expenses, partially offset by lower amortization expense from significant intangible assets becoming fully amortized.

A detail of the changes is as follows (in thousands):
Three Months Ended September 28, 2024 compared to Three Months Ended September 30, 2023Nine Months Ended September 28, 2024 compared to Nine Months Ended September 30, 2023
Employee compensation costs$2,884 $6,546 
Stock-based compensation expense(1,967)(774)
Consulting fees(890)347 
Commission expenses714 1,450 
Amortization of intangibles(249)(2,964)
General operating expenses(449)394 
$43 $4,999 

Selling, general and administrative included stock-based compensation expense as follows (in thousands):
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Stock-based compensation expense
$4,323 $6,290 $15,850 $16,624 
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Interest Income (Expense), Net
 Three Months EndedNine Months Ended
 September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
 (Dollars in thousands)
Interest Income$3,770 $1,765 $10,542 $4,739 
Weighted average balance of cash and investments$363,178 $233,001 $349,157 $232,710 
Weighted average yield on cash and investments4.68 %3.79 %4.59 %3.33 %
Interest Expense$120 $103 $321 $319 
Average debt outstanding$13,651 $14,718 $13,920 $14,980 
Weighted average interest rate on debt2.75 %2.75 %2.75 %2.75 %

Interest income is earned on our cash, cash equivalents, restricted cash and marketable securities. The increase in interest income for the three and nine months ended September 28, 2024 compared with the corresponding period of the prior year, was attributable to higher invested balances.

Interest expense primarily includes interest on our term loan, interest rate swap derivative contracts, and term loan issuance costs amortization charges. The interest expense for the three and nine months ended September 28, 2024 was effectively flat compared to the corresponding periods in the prior year. This stability is due to our interest rate swap, which fixes the interest rate on our long-term debt.

Other Income, Net
Other income, net, primarily includes the effects of foreign currency and various other gains and losses. We partially mitigate our risks from currency movements by hedging certain balance sheet exposures, which minimizes the impacts during periods of foreign exchange volatility.

Provision for Income Taxes
 Three Months EndedNine Months Ended
 September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
 (In thousands, except percentages)
Provision for income taxes$2,211 $786 $7,564 $626 
Effective tax rate10.6 %15.2 %11.2 %8.7 %

Provision for income taxes reflects the tax provision on our operations in foreign and U.S. jurisdictions, offset by tax benefits from tax credits and the foreign-derived intangible income deduction. Our effective tax rate may vary from period to period based on changes in estimated taxable income or loss by jurisdiction, changes to the valuation allowance, changes to U.S. federal, state or foreign tax laws, changes in stock-based compensation expense/benefit, future expansion into areas with varying country, state, and local income tax rates, and deductibility of certain costs and expenses by jurisdiction. The decrease in our effective tax rate for the three months ended September 28, 2024 compared to the corresponding period in the prior year was primarily driven by stock-based compensation expense/benefit impacts on the provision for income tax expense. The increase in our effective tax rate for the nine months ended September 28, 2024 compared to the corresponding period in the prior year was primarily driven by higher taxable U.S. income during fiscal 2024.

The Creating Helpful Incentives to Produce Semiconductors and Science Act of 2022 (“CHIPS Act”) was signed into law on August 9, 2022. 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. At least a portion of our future capital expenditures and research and development costs is expected to qualify for this credit, which benefits us by allowing us to net the credit received against our costs. The AMIC credit is accounted for outside of ASC 740 as a reduction to the depreciable basis of the assets used in operations and will not have an impact on our effective tax rate.

Beginning in 2022, the U.S. Tax Cuts and Jobs Act of 2017 eliminated the existing option to deduct research and development expenditures and requires taxpayers to amortize such expenditures attributable to domestic and foreign research over five and
29

fifteen years, respectively, pursuant to IRC Section 174. While the capitalization requirement has a negative impact on our cash flows, there are offsetting benefits from the enactment of this provision that we have included in our estimated annual effective tax rate. While it is possible that Congress may defer, modify, or repeal this provision, potentially with retroactive effect, we have no assurance that this provision will be deferred, modified, or repealed. Changes in our tax provisions or an increase in our tax liabilities, whether due to changes in applicable laws and regulations, the interpretation or application thereof, or a final determination of tax audits or litigation or agreements, could have a material adverse effect on our financial position, results of operations and/or cash flows.

Liquidity and Capital Resources

Capital Resources
Our working capital increased to $485.6 million at September 28, 2024, compared to $442.7 million at December 30, 2023.

Cash and cash equivalents primarily consist of deposits held at banks and money market funds. Marketable securities primarily consist of corporate bonds, U.S. treasuries, U.S. agency securities, and commercial paper. We typically invest in highly rated securities with low probabilities of default. Our investment policy requires investments to be rated single A or better, and limits the types of acceptable investments, issuer concentration and duration of the investment.

Our cash, cash equivalents and marketable securities totaled approximately $354.5 million at September 28, 2024, compared to $328.3 million at December 30, 2023. Based on our historical results of operations, we expect that our cash, cash equivalents, and marketable securities on hand, and the cash we expect to generate from operations, will be sufficient to fund our short-term and long-term liquidity requirements primarily arising from: research and development, capital expenditures, working capital, outstanding commitments, and other liquidity requirements associated with existing operations. However, we cannot be certain that our cash, cash equivalents, and marketable securities on hand, and cash generated from operations, will be available in the future to fund all of our capital and operating requirements. In addition, any future strategic investments and significant acquisitions may require additional cash and capital resources. To the extent necessary, we may consider entering into short and long-term debt obligations, raising cash through a stock issuance, or obtaining new financing facilities, which may not be available on terms favorable to us. If we are unable to obtain sufficient cash or capital to meet our needs on a timely basis and on favorable terms, our business and operations could be materially and adversely affected.

If we are unsuccessful in maintaining or growing our revenues, maintaining or reducing our cost structure, or increasing our available cash through debt or equity financings, our cash, cash equivalents and marketable securities may decline.

We utilize a variety of tax planning and financing strategies to manage our worldwide cash and deploy funds to locations where needed. As part of these strategies, we indefinitely reinvest a portion of our foreign earnings. Should we require additional capital in the United States, we may elect to repatriate indefinitely-reinvested foreign funds or raise capital in the United States.

Cash Flows
The following table sets forth our net cash flows from operating, investing and financing activities:
Nine Months Ended
September 28,
2024		September 30,
2023
(In thousands)
Net cash provided by operating activities$81,621 $55,352 
Net cash used in investing activities$(26,152)$(49,994)
Net cash used in financing activities$(46,256)$(1,308)

Operating Activities 
Net cash provided by operating activities consists of net income for the period, adjusted for certain non-cash items and changes in certain operating assets and liabilities. Net cash provided by operating activities for the nine months ended September 28, 2024 was attributable to net income of $59.9 million and net non-cash expenses of $32.0 million, partially offset by the increase in net working capital of $10.3 million. The cash used in net working capital is related to increased accounts receivable, net, of $13.3 million, increased inventories of $7.6 million, decreased accounts payable of $8.8 million, and decreased operating lease liabilities of $5.3 million, largely offset by increased accrued liabilities of $7.4 million, other liabilities of $9.3 million, and deferred revenue of $7.9 million. The non-cash expenses consisted of depreciation, amortization, stock-based compensation, and the provision for excess and obsolete inventories, partially offset by the $20.6 million gain on sale of business and deferred income tax benefits.

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Investing Activities
Net cash used in investing activities for the nine months ended September 28, 2024 primarily related to $30.8 million in property, plant and equipment purchases and $15.5 million in net purchases of marketable securities, partially offset by $21.6 million cash provided by the sale of businesses.

Financing Activities
Net cash used in financing activities for the nine months ended September 28, 2024 primarily related to $37.2 million used to purchase common stock under our stock repurchase program, $18.0 million used to pay tax withholdings for net share settlements of employee stock awards, partially offset by $9.7 million received from issuances of common stock under our employee stock purchase plan.

Debt

On June 22, 2020, we entered into an $18.0 million 15-year credit facility loan agreement (the “Building Term Loan”). The proceeds of the Building Term Loan were used to purchase a building adjacent to our leased facilities in Livermore, California. On May 19, 2023, we amended the Building Term Loan, replacing the benchmark reference rate London Interbank Offered Rate (“LIBOR“) with the term Secured Overnight Financing Rate (“SOFR”), with no change to the amount or timing of contractual cash flows.

The Building Term Loan bears interest at a rate equal to the applicable SOFR rate, plus 1.86% per annum. Interest payments are payable in monthly installments over a fifteen-year period. The interest rate at September 28, 2024, before consideration of the interest rate swap discussed in the next paragraph, was 7.07%. As of September 28, 2024, the balance outstanding pursuant to the Building Term Loan was $13.6 million.

On March 17, 2020, we entered into an interest rate swap agreement to hedge the interest payment on the Building Term Loan for the notional amount of $18.0 million, and an amortization period that matches the debt. As future levels of LIBOR over the life of the loan are uncertain, we entered into this interest-rate swap agreement to hedge the exposure in interest rate risks associated with movement in LIBOR rates. This agreement was amended on May 19, 2023 to replace the benchmark reference rate LIBOR with SOFR to match the Building Term Loan agreement (as amended). After the amendment, the interest rate swap continues to convert our floating-rate interest into a fixed-rate at 2.75%. As of September 28, 2024, the notional amount of the loan that is subject to this interest rate swap is $13.6 million.

Stock Repurchase Programs

On May 20, 2022, our Board of Directors authorized a two-year program to repurchase up to $75.0 million of outstanding common stock to offset potential dilution from issuance of common stock under our stock-based compensation programs. During fiscal 2022 and fiscal 2023, we repurchased and retired 1,700,893 shares of common stock for $56.4 million and 504,352 shares of common stock for $18.6 million, respectively, utilizing the remaining shares available for repurchase under the program.

On October 30, 2023, our Board of Directors authorized an additional two-year program to repurchase up to $75.0 million of outstanding common stock, with the primary purpose of offsetting potential dilution from issuance of common stock under our stock-based compensation programs. This share repurchase program will expire on October 30, 2025. During fiscal 2023, we repurchased and retired 32,020 shares of common stock for $1.2 million. During the nine months ended September 28, 2024, we repurchased and retired 889,683 shares of common stock for $37.2 million, and as of September 28, 2024, $36.6 million remained available for future repurchases.

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Contractual Obligations and Commitments

The following table summarizes our significant contractual commitments to make future payments in cash under contractual obligations as of September 28, 2024:
Payments Due In Fiscal Year
Remainder
 2024
2025
2026
2027
2028
ThereafterTotal
Operating leases$2,294 $9,185 $7,695 $7,259 $3,935 $1,449 $31,817 
Term loans - principal payments273 1,111 1,142 1,175 1,208 8,732 13,641 
Term loans - interest payments (1)
239 919 841 758 675 2,122 5,554 
Total$2,806 $11,215 $9,678 $9,192 $5,818 $12,303 $51,012 
(1) Represents our minimum interest payment commitments at 7.07% per annum, excluding the interest rate swap described in Debt, above.

The table above excludes our gross liability for unrecognized tax benefits and our deferred grant. The gross liability for unrecognized tax benefits was $50.3 million as of September 28, 2024. The timing of any payments which could result from these unrecognized tax benefits will depend upon a number of factors and, accordingly, the timing of payment cannot be estimated. The deferred grant was $18.0 million as of September 28, 2024, and consists of cash received from a California Competes Grant awarded from the California Governor's Office of Business and Economic Development. The timing of any potential repayments is dependent upon a number of factors, including the number of employees and capital investments within California over the 5-year term. Accordingly, the timing of any repayment cannot be estimated.

Off-Balance Sheet Arrangements
 
Historically, we have not participated in transactions that have generated relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of September 28, 2024, we were not involved in any such off-balance sheet arrangements.

Recent Accounting Standards

For a description of a recent change in accounting standards, including the expected dates of adoption and estimated effects, if any, in our condensed consolidated financial statements, see Note 1, Basis of Presentation and Significant Accounting Policies, in Part I, Item 1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
For financial market risks related to changes in interest rates and foreign currency exchange rates, reference is made to Item 7A “Quantitative and Qualitative Disclosures about Market Risk” contained in Part II of our Annual Report on Form 10-K for the fiscal year ended December 30, 2023. Our exposure to market risk has not changed materially since December 30, 2023.

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

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

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

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

PART II - OTHER INFORMATION
 
Item 1A. Risk Factors

There have been no material changes during the three months ended September 28, 2024 to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 30, 2023. If any of the identified risks actually occur, our business, financial condition and results of operations could suffer. The trading price of our common stock could decline and you may lose all or part of your investment in our common stock. The risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 30, 2023 are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business operations.

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

Repurchase of Common Stock

The following table summarizes our repurchases of outstanding common stock for the three months ended September 28, 2024:
Period (fiscal months)Total Number of Shares Purchased
Average Price Paid per Share(2)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Amount that May Yet Be Purchased Under the Plans or Programs(1)(2)
June 30, 2024 - July 27, 2024— $— — $53,532,725 
July 28, 2024 - August 24, 2024405,732 41.68 405,732 36,623,543 
August 25, 2024 - September 28, 2024— — — 36,623,543 
405,732 $41.68 405,732 
1 In October 2023, our Board of Directors authorized a program to repurchase up to $75.0 million of outstanding common stock to offset potential dilution from issuances of our common stock under our employee stock purchase plan and equity incentive plan. Under the authorized stock repurchase program, we may repurchase shares from time to time on the open market. The pace of repurchase activity will depend on levels of cash generation, current stock price and other factors. The program may be modified or discontinued at any time. This share repurchase program will expire October 2025.
2 Amounts include the 1% surcharge on stock repurchases under the Inflation Reduction Act’s excise tax. This excise tax is recorded in equity and reduces the amount available under the repurchase program, as applicable.

33

Item 5. Other Information

Rule 10b5-1 Trading Arrangements

During the quarter ended September 28, 2024, no director or officer of the Company adopted, modified, 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.


Item 6. Exhibits

The following exhibits are filed herewith and this list constitutes the exhibit index.
Exhibit Incorporated by Reference Filed
NumberExhibit DescriptionFormDate Number Herewith
10.01+
10-Q
8/7/2410.01
31.01   X
31.02   X
32.01   *
101
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags
X
101.INSXBRL Instance Document   X
101.SCHXBRL Taxonomy Extension Schema Document   X
101.CALXBRL Taxonomy Extension Calculation Linkbase Document   X
101.DEFXBRL Taxonomy Extension Definition Linkbase Document   X
101.LABXBRL Taxonomy Extension Label Linkbase Document   X
101.PREXBRL Taxonomy Extension Presentation Linkbase Document   X
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2024, formatted in Inline XBRL (included as Exhibit 101)
X
 ______________________________________
*    This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
+    Indicates a management contract or compensatory plan or arrangement.
34

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 FormFactor, Inc.
   
Date:November 5, 2024By:/s/ SHAI SHAHAR
   
  Shai Shahar
  Chief Financial Officer
  (Duly Authorized Officer, Principal Financial Officer, and Principal Accounting Officer)

35

EXHIBIT 31.01
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 15 U.S.C. SECTION 7241, AS
ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael D. Slessor, certify that:
1.    I have reviewed the quarterly report on Form 10-Q of FormFactor, Inc.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:November 5, 2024/s/ MICHAEL D. SLESSOR
Michael D. Slessor
Chief Executive Officer
(Principal Executive Officer and Director)



EXHIBIT 31.02
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 15 U.S.C. SECTION 7241,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Shai Shahar, certify that:
1.    I have reviewed the quarterly report on Form 10-Q of FormFactor, Inc.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:November 5, 2024/s/ SHAI SHAHAR
Shai Shahar
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)



EXHIBIT 32.01
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of FormFactor, Inc., a Delaware corporation, for the period ended September 28, 2024, as filed with the Securities and Exchange Commission, each of the undersigned officers of FormFactor, Inc. certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his respective knowledge:
1.    the quarterly report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.    the information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of FormFactor, Inc. for the periods presented therein.
Date:November 5, 2024/s/ MICHAEL D. SLESSOR
Michael D. Slessor
Chief Executive Officer
(Principal Executive Officer and Director)
Date:November 5, 2024/s/ SHAI SHAHAR
Shai Shahar
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)


v3.24.3
Cover Page - shares
 9 Months Ended
Sep. 28, 2024
Oct. 30, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 28, 2024  
Document Transition Report false  
Entity File Number 000-50307  
Entity Registrant Name FormFactor, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 13-3711155  
Entity Address, Address Line One 7005 Southfront Road  
Entity Address, City or Town Livermore  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94551  
City Area Code 925  
Local Phone Number 290-4000  
Title of 12(b) Security Common stock, $0.001 par value  
Trading Symbol FORM  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   77,450,635
Amendment Flag false  
Entity Central Index Key 0001039399  
Current Fiscal Year End Date --12-28  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 28, 2024
Dec. 30, 2023
Total current assets    
Cash and cash equivalents $ 184,506 $ 177,812
169961000 169,961 150,507
Accounts receivable, net of allowance for credit losses of $4 and $501 116,866 102,957
Inventories, net 105,374 111,685
Restricted cash 3,773 1,152
Prepaid expenses and other current assets 34,302 29,667
Total current assets 614,782 573,780
Restricted cash 2,210 2,309
Operating lease, right-of-use-assets 25,034 30,519
Property, plant and equipment, net of accumulated depreciation 204,108 204,399
Goodwill 200,137 201,090
Intangibles, net 11,017 12,938
Deferred tax assets 92,826 78,964
Other assets 3,669 2,795
Total assets 1,153,783 1,106,794
Current liabilities:    
Accounts payable 52,086 63,857
Accrued liabilities 46,508 41,037
Current portion of term loan, net of unamortized issuance costs 1,098 1,075
Deferred revenue 20,972 16,704
Operating lease liabilities 8,512 8,422
Total current liabilities 129,176 131,095
Term loan, less current portion, net of unamortized issuance costs 12,488 13,314
Long-term operating lease liabilities 19,731 25,334
Deferred grant 18,000 18,000
Other liabilities 19,378 10,247
Total liabilities $ 198,773 $ 197,990
Common stock, $0.001 par value: $ 1.000 $ 1.000
Common stock, shares issued (in shares) 77,447,989 77,376,903
Common stock, shares outstanding (in shares) 77,447,989 77,376,903
Common stock, shares authorized (in shares) 250,000,000 250,000,000
Stockholders’ equity:    
Common stock, $0.001 par value: $ 77 $ 77
Additional paid-in capital 845,466 861,448
Accumulated other comprehensive loss (1,773) (4,052)
Accumulated income 111,240 51,331
Total stockholders’ equity 955,010 908,804
Total liabilities and stockholders’ equity $ 1,153,783 $ 1,106,794
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Sep. 28, 2024
Dec. 30, 2023
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 4 $ 501
Common stock, $0.001 par value: $ 1.000 $ 1.000
Common stock, shares authorized (in shares) 250,000,000 250,000,000
Common stock, shares issued (in shares) 77,447,989 77,376,903
Common stock, shares outstanding (in shares) 77,447,989 77,376,903
Goodwill $ 200,137 $ 201,090
Probe Cards    
Goodwill 177,369 178,424
Systems    
Goodwill $ 22,768 $ 22,666
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Revenues $ 207,917 $ 171,575 $ 574,116 $ 494,939
Cost of revenues 123,212 102,290 339,773 304,293
Gross profit 84,705 69,285 234,343 190,646
Operating expenses:        
Research and development 31,243 31,014 91,434 87,599
Selling, general and administrative 35,607 35,564 106,560 101,561
Total operating expenses 66,850 66,578 197,994 189,160
Gain (loss) on disposition of business 0 0 20,581 0
Operating income 17,855 2,707 56,930 1,486
Interest income, net 3,650 1,662 10,221 4,420
Other income (expense), net (558) 788 322 1,261
Income before income taxes 20,947 5,157 67,473 7,167
Provision for income taxes 2,211 786 7,564 626
Net income $ 18,736 $ 4,371 $ 59,909 $ 6,541
Net income per share:        
Basic $ 0.24 $ 0.06 $ 0.77 $ 0.08
Diluted $ 0.24 $ 0.06 $ 0.76 $ 0.08
Weighted-average number of shares used in per share calculations:        
Basic 77,406 77,571 77,364 77,265
Diluted 78,439 78,412 78,495 77,860
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 18,736 $ 4,371 $ 59,909 $ 6,541
Other comprehensive income (loss), net of tax:        
Foreign currency translation adjustments 4,326 (3,351) 968 (2,641)
Unrealized gains on available-for-sale marketable securities 1,669 283 1,432 801
Unrealized gains (losses) on derivative instruments 180 (996) (121) (1,091)
Other comprehensive income (loss) 6,175 (4,064) 2,279 (2,931)
Comprehensive income $ 24,911 $ 307 $ 62,188 $ 3,610
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Loss
Accumulated Income (Deficit)
Beginning balance (in shares) at Dec. 31, 2022   76,914,590      
Beginning balance at Dec. 31, 2022 $ 808,285 $ 77 $ 844,842 $ (5,578) $ (31,056)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of common stock under the Employee Stock Purchase Plan (in shares)   363,190      
Issuance of common stock under the Employee Stock Purchase Plan 8,822   8,822    
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax (in shares)   561,537      
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax (9,349) $ 1 (9,350)    
Additional Paid-in Capital 29,320   29,320    
Accumulated Other Comprehensive Loss (2,931)     (2,931)  
Net income 6,541       6,541
Ending balance (in shares) at Sep. 30, 2023   77,839,317      
Ending balance at Sep. 30, 2023 840,688 $ 78 873,634 (8,509) (24,515)
Beginning balance (in shares) at Dec. 31, 2022   76,914,590      
Beginning balance at Dec. 31, 2022 $ 808,285 $ 77 844,842 (5,578) (31,056)
Ending balance (in shares) at Dec. 30, 2023 77,376,903 77,376,903      
Ending balance at Dec. 30, 2023 $ 908,804 $ 77 861,448 (4,052) 51,331
Beginning balance (in shares) at Jul. 01, 2023   77,184,012      
Beginning balance at Jul. 01, 2023 834,263 $ 77 867,517 (4,445) (28,886)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of common stock under the Employee Stock Purchase Plan (in shares)   153,135      
Issuance of common stock under the Employee Stock Purchase Plan 3,798   3,798    
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax (in shares)   502,170      
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax (8,893) $ 1 (8,894)    
Additional Paid-in Capital 11,213   11,213    
Accumulated Other Comprehensive Loss (4,064)     (4,064)  
Net income 4,371       4,371
Ending balance (in shares) at Sep. 30, 2023   77,839,317      
Ending balance at Sep. 30, 2023 $ 840,688 $ 78 873,634 (8,509) (24,515)
Beginning balance (in shares) at Dec. 30, 2023 77,376,903 77,376,903      
Beginning balance at Dec. 30, 2023 $ 908,804 $ 77 861,448 (4,052) 51,331
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of common stock under the Employee Stock Purchase Plan (in shares)   340,989      
Issuance of common stock under the Employee Stock Purchase Plan 9,748   9,748    
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax (in shares)   619,780      
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax (17,990) $ 0 (17,990)    
Purchase and retirement of common stock through repurchase program   889,683      
Purchase and retirement of common stock through repurchase program (37,211) $ 0 (37,211)    
Additional Paid-in Capital 29,471   29,471    
Accumulated Other Comprehensive Loss 2,279     2,279  
Net income $ 59,909       59,909
Ending balance (in shares) at Sep. 28, 2024 77,447,989 77,447,989      
Ending balance at Sep. 28, 2024 $ 955,010 $ 77 845,466 (1,773) 111,240
Beginning balance (in shares) at Jun. 29, 2024   77,281,052      
Beginning balance at Jun. 29, 2024 947,916 $ 77 863,283 (7,948) 92,504
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of common stock under the Employee Stock Purchase Plan (in shares)   143,975      
Issuance of common stock under the Employee Stock Purchase Plan 4,800   4,800    
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax (in shares)   428,694      
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax (14,421) $ 0 (14,421)    
Purchase and retirement of common stock through repurchase program   405,732      
Purchase and retirement of common stock through repurchase program (16,909) $ 0 (16,909)    
Additional Paid-in Capital 8,713   8,713    
Accumulated Other Comprehensive Loss 6,175     6,175  
Net income $ 18,736       18,736
Ending balance (in shares) at Sep. 28, 2024 77,447,989 77,447,989      
Ending balance at Sep. 28, 2024 $ 955,010 $ 77 $ 845,466 $ (1,773) $ 111,240
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
$ in Thousands
 6 Months Ended 9 Months Ended
Jun. 29, 2024
USD ($)
Sep. 28, 2024
USD ($)
Sep. 30, 2023
USD ($)
Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract]      
Net income   $ 59,909 $ 6,541
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation   22,197 22,880
Amortization   1,920 6,043
Reduction in the carrying amount of right-of-use assets   5,129 5,556
Stock-based compensation expense   29,550 29,333
Deferred income tax benefit   (14,044) (6,283)
Provision for excess and obsolete inventories   10,052 12,566
Gain on sale of business   (20,581) 0
Other adjustments to reconcile net income to net cash provided by operating activities   (2,178) 1,375
Changes in assets and liabilities:      
Accounts receivable   (13,300) (7,796)
Inventories   (7,573) (8,910)
Prepaid expenses and other current assets   (256) (1,761)
Other assets   295 804
Accounts payable   (8,780) 474
Accrued liabilities   7,368 (5,268)
Other liabilities   9,331 467
Deferred revenues   7,883 (12,915)
Deferred grant $ 18,000 0  
Operating lease liabilities   (5,301) (5,754)
Net cash provided by operating activities   81,621 55,352
Net Cash Provided by (Used in) Investing Activities, Continuing Operations [Abstract]      
Acquisition of property, plant and equipment   (30,773) (46,094)
Proceeds from sale of business   21,585 0
Purchases of marketable securities   (109,727) (96,913)
Purchase of promissory note receivable   (1,500) 0
Proceeds from maturities and sales of marketable securities   94,263 93,013
Net cash used in investing activities   (26,152) (49,994)
Cash flows from financing activities:      
Proceeds from issuances of common stock   9,748 8,822
Purchase of common stock through stock repurchase program   (37,211) 0
Tax withholdings related to net share settlements of equity awards   (17,990) (9,349)
Payments on term loan   (803) (781)
Net cash used in financing activities   (46,256) (1,308)
Effect of exchange rate changes on cash, cash equivalents and restricted cash   3 (3,324)
Net increase in cash, cash equivalents and restricted cash   9,216 726
Cash, cash equivalents and restricted cash, beginning of year $ 181,273 181,273 112,982
Cash, cash equivalents and restricted cash, end of period   190,489 113,708
Non-cash investing and financing activities:      
Decrease in accounts payable and accrued liabilities related to property, plant and equipment purchases   2,915 6,222
Operating lease, right-of-use assets obtained in exchange for lease obligations   0 4,728
Supplemental disclosure of cash flow information:      
Cash paid for income taxes, net   13,114 12,064
Cash paid for interest   298 317
Operating cash outflows from operating leases   6,960 6,836
Reconciliation of cash, cash equivalents and restricted cash:      
Cash and cash equivalents   184,506 108,731
Restricted cash, current   3,773 1,171
Restricted cash   2,210 2,146
Cash and cash equivalents included in Assets held-for-sale   0 1,660
Total cash, cash equivalents and restricted cash   $ 190,489 $ 113,708
v3.24.3
Basis of Presentation and Significant Accounting Policies
 9 Months Ended
Sep. 28, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Significant Accounting Policies Basis of Presentation and Significant Accounting Policies
 
Basis of Presentation
The accompanying condensed consolidated financial information of FormFactor, Inc. is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2023 Annual Report on Form 10-K filed with the SEC on February 23, 2024. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.
 
Fiscal Year 
We operate on a 52/53 week fiscal year, whereby the fiscal year ends on the last Saturday of December. Fiscal 2024 and 2023 each contain 52 weeks and the nine months ended September 28, 2024 and September 30, 2023 each contained 39 weeks. Fiscal 2024 will end on December 28, 2024.

Significant Accounting Policies
Our significant accounting policies have not changed during the nine months ended September 28, 2024 from those disclosed in our Annual Report on Form 10-K for the year ended December 30, 2023.

New Accounting Pronouncements
ASU 2023-09
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” 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. 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. We are currently evaluating the effect the adoption of this ASU may have on our disclosures.

ASU 2023-07
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The ASU includes requirements that an entity disclose the title of the chief operating decision maker (“CODM”) and on an interim and annual basis, significant segment expenses and the composition of other segment items for each segment's reported profit. The standard also permits disclosure of additional measures of segment profit. 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. We are currently evaluating the effect the adoption of this ASU may have on our disclosures.
v3.24.3
Concentration of Credit and Other Risks
 9 Months Ended
Sep. 28, 2024
Risks and Uncertainties [Abstract]  
Concentration of Credit and Other Risks Concentration of Credit and Other Risks
Each of the following customers accounted for 10% or more of our revenues for the periods indicated:
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
SK hynix Inc.18.1 %*17.8 %*
Intel Corporation17.1 %17.1 %16.6 %17.2 %
Samsung Electronics Co., LTD.*11.2 %**
35.2 %28.3 %34.4 %17.2 %
* Less than 10% of revenues.

At September 28, 2024 and December 30, 2023, two customers accounted for 24.7% and 10.2% and two customers accounted for 17.8% and 11.0% of gross accounts receivable, respectively.
v3.24.3
Inventories, net
 9 Months Ended
Sep. 28, 2024
Inventory Disclosure [Abstract]  
Inventories, net Inventories, net
Inventories are stated at the lower of cost (principally standard cost, which approximates actual cost on a first in, first out basis) or net realizable value.
 
Inventories, net, consisted of the following (in thousands):
September 28,
2024		December 30,
2023
Raw materials$43,488 $50,808 
Work-in-progress41,383 39,336 
Finished goods20,503 21,541 
$105,374 $111,685 
v3.24.3
Divestures
 9 Months Ended
Sep. 28, 2024
Asset Retirement Obligation Disclosure [Abstract]  
Divestures Divestitures
China Operations Divestiture
On February 7, 2024, the Company entered into a definitive agreement to sell its China operations to Grand Junction Semiconductor Pte. Ltd. (“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. The following subsidiaries were included as part of the divestiture: Microprobe Hong Kong Limited, FormFactor Technology (Suzhou) Co. Ltd., Cascade Microtech Singapore Pte, Ltd, and FormFactor International (Shanghai) Trading Co., Ltd. These entities supported both the Probe Cards and Systems segments.

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. 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.

The following table summarizes the fair value of the sale proceeds received in connection with the divestiture (in thousands):
February 26, 2024
Gross purchase price$25,000 
Working capital adjustment
159 
Cash transferred to the buyer at closing(2,743)
Direct costs to sell(986)
Fair value of sale consideration, net$21,430 
The carrying amount of net assets associated with the China operations was approximately $1.2 million. The major classes of assets and liabilities sold consisted of the following (in thousands):
February 26, 2024
ASSETS
Accounts receivable, net$1,174 
Inventories, net3,729 
Other current assets391 
Total current assets5,294 
Property, plant and equipment, net1,283 
Goodwill1,117 
Other assets3,029 
Total assets$10,723 
LIABILITIES
Deferred Revenue$3,739 
Other current liabilities1,546 
Other liabilities4,283 
Total liabilities$9,568 

As a result of the divestiture, the Company recognized a pre-tax gain of $20.3 million. The Company recorded income tax expense associated with the divestiture of approximately $3.3 million.

FRT Divestiture
On September 18, 2023, the Company announced entry into a definitive agreement to sell its FRT Metrology (“FRT”) business to Camtek Ltd. (“Camtek”) for $100 million in cash, subject to customary purchase price adjustments. The Company acquired FRT GmbH in fiscal 2019 for total consideration of $24.4 million, net of cash acquired. 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.

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.

The following table summarizes the fair value of the sale proceeds received in connection with the divestiture (in thousands):
November 1, 2023
Gross purchase price$99,100 
Estimated working capital adjustment4,266 
Cash transferred to the buyer at closing(2,049)
Direct costs to sell(1,225)
Fair value of sale consideration$100,092 
The carrying amount of net assets associated with the FRT business was approximately $26.8 million. The major classes of assets and liabilities sold consisted of the following (in thousands):
November 1, 2023
ASSETS
Accounts receivable, net$7,738 
Inventories, net6,446 
Other current assets635 
Total current assets14,819 
Intangibles, net6,897 
Goodwill10,660 
Other assets1,612 
Total assets$33,988 
LIABILITIES
Current liabilities$4,300 
Other liabilities2,856 
Total liabilities$7,156 

As a result of the divestiture, the Company recognized a pre-tax gain of $73.3 million. The Company recorded income tax expense associated with the divestiture of approximately $6.0 million.
v3.24.3
Goodwill and Intangible Assets
 9 Months Ended
Sep. 28, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
Goodwill by reportable segment was as follows (in thousands):
Probe CardsSystemsTotal
Goodwill, as of December 31, 2022$178,424 $33,020 $211,444 
Reduction - FRT divestiture— (10,660)(10,660)
Foreign currency translation— 306 306 
Goodwill, as of December 30, 2023
178,424 22,666 201,090 
Reduction - China divestiture(1,055)(62)(1,117)
Foreign currency translation— 164 164 
Goodwill, as of September 28, 2024
$177,369 $22,768 $200,137 

We have not recorded goodwill impairments for the nine months ended September 28, 2024.

Intangible assets were as follows (in thousands):
September 28, 2024December 30, 2023
Intangible Assets GrossAccumulated
Amortization		NetGrossAccumulated
Amortization		Net
Existing developed technologies $159,724 $149,923 $9,801 $159,593 $148,445 $11,148 
Trade name7,823 7,776 47 7,808 7,728 80 
Customer relationships48,060 47,291 769 48,022 46,712 1,310 
In-process research and development400 — 400 400 — 400 
$216,007 $204,990 $11,017 $215,823 $202,885 $12,938 

Amortization expense was included in our Condensed Consolidated Statements of Income as follows (in thousands):
 Three Months EndedNine Months Ended
 September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Cost of revenues$449 $837 $1,347 $2,506 
Selling, general and administrative191 440 573 3,537 
$640 $1,277 $1,920 $6,043 
The estimated future amortization of definite-lived intangible assets, excluding in-process research and development, is as follows (in thousands):
Fiscal YearAmount
Remainder of 2024
$640 
20252,330 
20261,630 
20271,630 
20281,630 
Thereafter2,757 
$10,617 
v3.24.3
Accrued Liabilities
 9 Months Ended
Sep. 28, 2024
Payables and Accruals [Abstract]  
Accrued Liabilities Accrued Liabilities
Accrued liabilities consisted of the following (in thousands):
September 28,
2024		December 30,
2023
Accrued compensation and benefits$33,599 $20,073 
Accrued warranty3,610 3,177 
Accrued income and other taxes2,851 8,205 
Accrued employee stock purchase plan contributions withheld2,535 4,263 
Other accrued expenses3,913 5,319 
$46,508 $41,037 
v3.24.3
Fair Value and Derivative Instruments
 9 Months Ended
Sep. 28, 2024
Fair Value Disclosures [Abstract]  
Fair Value and Derivative Instruments Fair Value and Derivative Instruments
Whenever possible, the fair values of our financial assets and liabilities are determined using quoted market prices of identical securities or quoted market prices of similar securities from active markets. The three levels of inputs that may be used to measure fair value are as follows:
•Level 1 valuations are obtained from real-time quotes for transactions in active exchange markets involving identical securities;
•Level 2 valuations utilize significant observable inputs, such as quoted prices for similar assets or liabilities, quoted prices near the reporting date in markets that are less active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
•Level 3 valuations utilize unobservable inputs to the valuation methodology and include our own data about assumptions market participants would use in pricing the asset or liability based on the best information available under the circumstances.

We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the nine months ended September 28, 2024 or the year ended December 30, 2023.

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

No changes were made to our valuation techniques during the first nine months of fiscal 2024.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): 
September 28, 2024Level 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$125,293 $— $— $125,293 
U.S. treasuries1,198 — — 1,198 
126,491 — — 126,491 
Marketable securities:
 U.S. treasuries65,646 — — 65,646 
 U.S. agency securities— 13,851 — 13,851 
 Corporate bonds— 84,512 — 84,512 
 Commercial paper— 5,952 — 5,952 
65,646 104,315 — 169,961 
Foreign exchange derivative contracts— 505 — 505 
Promissory note receivable— — 1,500 1,500 
Interest rate swap derivative contracts— 1,618 — 1,618 
Total assets$192,137 $106,438 $1,500 $300,075 

December 30, 2023Level 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$110,980 $— $— $110,980 
U.S. treasuries4,581 — — 4,581 
115,561 — — 115,561 
Marketable securities:
 U.S. treasuries45,837 — — 45,837 
 U.S. agency securities— 10,003 — 10,003 
 Corporate bonds— 81,350 — 81,350 
 Commercial paper— 13,317 — 13,317 
45,837 104,670 — 150,507 
Foreign exchange derivative contracts— 284 — 284 
Interest rate swap derivative contracts— 1,989 — 1,989 
Total assets$161,398 $106,943 $— $268,341 
Liabilities:
Foreign exchange derivative contracts$— $(30)$— $(30)
Total liabilities$— $(30)$— $(30)
 
Cash Equivalents
The fair value of our cash equivalents is determined based on quoted market prices for similar or identical securities.

Marketable Securities
We classify our marketable securities as available-for-sale and value them utilizing a market approach. Our investments are priced by pricing vendors who provide observable inputs for their pricing without applying significant judgment. Broker pricing is used mainly when a quoted price is not available, the investment is not priced by our pricing vendors or when a broker price is more reflective of fair value. Our broker-priced investments are categorized as Level 2 investments because fair value is based on similar assets without applying significant judgments. In addition, all investments have a sufficient trading volume to demonstrate that the fair value is appropriate.

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

Interest Rate Swap
The fair value of our interest rate swap contract is determined at the end of each reporting period based on valuation models that use interest rate yield curves as inputs. For accounting purposes, our interest rate swap contract qualifies for, and is designated as a cash flow hedge. The hedged risk is the interest rate exposure to changes in interest payments attributable to changes in our variable-rate interest over the interest rate swap term. The changes in cash flows of the interest rate swap are expected to exactly offset changes in cash flows of the variable-rate debt. Cash settlements, in the form of cash payments or cash receipts, are recognized as a component of interest expense. The cash flows associated with the interest rate swaps are reported in Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows and the fair value of the interest rate swap contracts are recorded within Prepaid expenses and other current assets and Other assets in our Condensed Consolidated Balance Sheets.

Foreign Exchange Derivative Contracts
We operate and sell our products in various global markets. As a result, we are exposed to changes in foreign currency exchange rates. We utilize foreign currency forward contracts to hedge against future movements in foreign exchange rates that affect certain existing foreign currency denominated assets and liabilities and forecasted foreign currency revenue and expense transactions. 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.

We do not use derivative financial instruments for speculative or trading purposes. For accounting purposes, certain of our foreign currency forward contracts are not designated as hedging instruments and, accordingly, we record the fair value of these contracts as of the end of our reporting period in our Condensed Consolidated Balance Sheets with changes in fair value recorded within Other income, net in our Condensed Consolidated Statement of Income for both realized and unrealized gains and losses. Certain of our foreign currency forward contracts are designated as cash flow hedges, and, accordingly, we record the fair value of these contracts as of the end of our reporting period in our Condensed Consolidated Balance Sheets with changes in fair value recorded as a component of Accumulated other comprehensive loss and reclassified into earnings in the same period in which the hedged transaction affects earnings, and in the same line item on the Condensed Consolidated Statements of Income as the impact of the hedge transaction.

The fair value of our foreign exchange derivative contracts was determined based on current foreign currency exchange rates and forward points. All of our foreign exchange derivative contracts outstanding at September 28, 2024 will mature by the third quarter of fiscal 2025.

The following table provides information about our foreign currency forward contracts outstanding as of September 28, 2024 (in thousands):
CurrencyContract PositionContract Amount
(Local Currency)		Contract Amount
(U.S. Dollars)
EuroBuy29,925 $33,028 
Japanese YenSell2,863,220 20,203 
Korean WonBuy2,898,328 2,202 
Taiwan DollarSell113,723 3,598 

Our foreign currency contracts are classified within Level 2 of the fair value hierarchy as they are valued using pricing models that utilize observable market inputs.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
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. There were no assets or liabilities measured at fair value on a nonrecurring basis during the three and nine months ended September 28, 2024 or September 30, 2023.
v3.24.3
Warranty
 9 Months Ended
Sep. 28, 2024
Product Warranties Disclosures [Abstract]  
Warranty Warranty
We offer warranties on certain products and record a liability for the estimated future costs associated with warranty claims at the time revenue is recognized. The warranty liability is based upon historical experience and our estimate of the level of future
costs. While we engage in product quality programs and processes, our warranty obligation is affected by product failure rates, material usage and service delivery costs. We regularly monitor product returns for warranty and maintain a reserve for the related expenses based upon our historical experience and any specifically identified failures. As we sell new products to our customers, we must exercise considerable judgment in estimating the expected failure rates. 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. We provide for the estimated cost of product warranties at the time revenue is recognized as a component of Cost of revenues in our Condensed Consolidated Statement of Income.

Changes in our warranty liability were as follows (in thousands):
Nine Months Ended
September 28,
2024		September 30,
2023
Balance at beginning of year$3,177 $4,199 
Accruals6,918 6,426 
Settlements(6,485)(5,535)
Reclassification - Liabilities held-for-sale— (106)
Balance at end of period$3,610 $4,984 
v3.24.3
Property, Plant, and Equipment, net
 9 Months Ended
Sep. 28, 2024
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment, net Property, Plant and Equipment, net
Property, plant and equipment, net consisted of the following (in thousands):
September 28,
2024		December 30,
2023
Land$17,124 $17,124 
Building and building improvements46,375 46,526 
Machinery and equipment302,638 286,215 
Computer equipment and software47,562 46,866 
Furniture and fixtures7,581 7,490 
Leasehold improvements99,288 91,063 
Sub-total520,568 495,284 
Less: Accumulated depreciation and amortization(377,644)(358,021)
Net property, plant and equipment142,924 137,263 
Construction-in-progress61,184 67,136 
Total$204,108 $204,399 
v3.24.3
Stockholders’ Equity and Stock-Based Compensation
 3 Months Ended
Sep. 28, 2024
Equity [Abstract]  
Stockholders’ Equity and Stock-Based Compensation Stockholders’ Equity and Stock-Based Compensation
Common Stock Repurchase Programs
On May 20, 2022, our Board of Directors authorized a two-year program to repurchase up to $75.0 million of outstanding common stock to offset potential dilution from issuance of common stock under our stock-based compensation programs. During fiscal 2022 and fiscal 2023, we repurchased and retired 1,700,893 shares of common stock for $56.4 million and 504,352 shares of common stock for $18.6 million, respectively, utilizing the remaining shares available for repurchase under the program.

On October 30, 2023, our Board of Directors authorized an additional two-year program to repurchase up to $75.0 million of outstanding common stock, with the primary purpose of offsetting potential dilution from issuance of common stock under our stock-based compensation programs. This share repurchase program will expire on October 30, 2025. During fiscal 2023 we repurchased and retired 32,020 shares of common stock for $1.2 million. During the nine months ended September 28, 2024, we repurchased and retired 889,683 shares of common stock for $37.2 million, and as of September 28, 2024, $36.6 million remained available for future repurchases.

Our policy related to repurchases of our common stock is to charge the excess of cost over par value to additional paid-in capital once the shares are retired. Share repurchases are subject to an excise tax enabled by the Inflation Reduction Act that is generally 1% of the fair market value of the shares repurchased at the time of the repurchase, net of the fair market value of certain new stock issuances during the same taxable year. Certain exceptions apply to the excise tax. The excise tax incurred
reduces the amount available under the repurchase programs, as applicable, and is included in the cost of shares repurchased in the Condensed Consolidated Statement of Stockholders Equity. All repurchases were made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

Restricted Stock Units
Restricted stock unit (“RSU”) activity under our equity incentive plan was as follows:
UnitsWeighted Average Grant Date Fair Value
RSUs at December 30, 2023
2,165,729 $35.85 
Awards granted882,718 44.73 
Awards vested(981,072)36.14 
Awards forfeited(178,252)43.90 
RSUs at September 28, 2024
1,889,123 38.97 

Performance Restricted Stock Units
We may grant Performance RSUs (“PRSUs”) to certain executives, which vest based upon us achieving certain market performance criteria.

On August 5, 2024, we granted 117,624 PRSUs to certain senior executives for a total grant date fair value of $5.8 million which will be recognized ratably over the requisite service period. The number of PRSUs granted represents the “target” number of units that can be earned based on the performance criteria. The performance criteria are based on Total Shareholder Returns (“TSR”) for the period of July 1, 2024 - June 30, 2027, relative to the TSR of the companies identified as being part of the S&P Semiconductors Select Industry Index (FormFactor peer companies) as of the grant date.

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. 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.

PRSUs are included as part of the RSU activity above.

Employee Stock Purchase Plan
Information related to activity under our Employee Stock Purchase Plan (“ESPP”) was as follows:
 Nine Months Ended
 September 28, 2024
Shares issued340,989 
Weighted average per share purchase price$28.59 
Weighted average per share discount from the fair value of our common stock on the date of issuance$(16.43)

Stock-Based Compensation
Stock-based compensation was included in our Condensed Consolidated Statements of Income as follows (in thousands):
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Cost of revenues$1,934 $1,376 $5,794 $4,801 
Research and development2,679 3,173 7,906 7,908 
Selling, general and administrative4,323 6,290 15,850 16,624 
Total stock-based compensation$8,936 $10,839 $29,550 $29,333 
 
Unrecognized Compensation Costs
At September 28, 2024, the unrecognized stock-based compensation was as follows (dollars in thousands): 
Unrecognized
Expense
Average Expected
Recognition Period
in Years
Restricted stock units$50,506 2.07
Performance restricted stock units10,497 2.09
Employee stock purchase plan1,894 0.35
Total unrecognized stock-based compensation expense$62,897 2.02
v3.24.3
Net Income per Share
 9 Months Ended
Sep. 28, 2024
Earnings Per Share [Abstract]  
Net Income per Share Net Income per Share
The following table reconciles the shares used in calculating basic net income per share and diluted net income per share (in thousands):
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Weighted-average shares used in computing basic net income per share77,406 77,571 77,364 77,265 
Add potentially dilutive securities1,033 841 1,131 595 
Weighted-average shares used in computing diluted net income per share78,439 78,412 78,495 77,860 
Securities not included as they would have been antidilutive170 172 144 94 
v3.24.3
Commitments and Contingencies
 9 Months Ended
Sep. 28, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Leases
See Note 13, Leases.

Contractual Obligations and Commitments
Our contractual obligations and commitments have not materially changed as of September 28, 2024 from those disclosed in our Annual Report on Form 10-K for the year ended December 30, 2023.

Legal Matters
From time to time, we are subject to legal proceedings and claims in the ordinary course of business, the outcomes of which cannot be estimated with certainty. Our ability to estimate the outcomes may change in the near term and the effect of any such change could have a material adverse effect on our financial position, results of operations or cash flows.
v3.24.3
Leases
 9 Months Ended
Sep. 28, 2024
Leases [Abstract]  
Leases Leases
We lease real estate space under non-cancelable operating lease agreements for commercial and industrial space, as well as for a portion of our corporate headquarters located in Livermore, California. Our leases have remaining terms of 1 year to 10 years, and some leases include options to extend up to 20 years. We also have operating leases for automobiles with remaining lease terms of 1 year to 3 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. The weighted-average remaining lease term for our operating leases was 4 years as of September 28, 2024 and the weighted-average discount rate was 4.70%.
The components of lease expense were as follows (in thousands):
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Lease expense:
Operating lease expense$2,180 $2,157 $6,360 $6,233 
Short-term lease expense102 126 247 419 
Variable lease expense1,112 625 2,974 1,854 
$3,394 $2,908 $9,581 $8,506 


Future minimum payments under our non-cancelable operating leases were as follows as of September 28, 2024 (in thousands):
Fiscal YearAmount
Remainder of 2024
$2,294 
20259,185 
20267,695 
20277,259 
20283,935 
Thereafter1,449 
  Total minimum lease payments31,817 
Less: interest(3,574)
Present value of net minimum lease payments
28,243 
Less: current portion(8,512)
Total long-term operating lease liabilities
$19,731 
v3.24.3
Revenue
 9 Months Ended
Sep. 28, 2024
Revenue from Contract with Customer [Abstract]  
Revenue Revenue
Transaction price allocated to the remaining performance obligations: On September 28, 2024, we had $23.9 million of remaining performance obligations, which were comprised of deferred service contracts, extended warranty contracts, and contracts with overtime revenue recognition that are not yet delivered. We expect to recognize approximately 26.7% of our remaining performance obligations as revenue in the remainder of fiscal 2024, approximately 48.8% in fiscal 2025, and approximately 24.5% in fiscal 2026 and thereafter. The foregoing excludes the value of other remaining performance obligations as they have original durations of one year or less, and also excludes information about variable consideration allocated entirely to a wholly unsatisfied performance obligation.

Contract balances: The timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable is recorded at the invoiced amount, net of an allowance for credit losses. A receivable is recognized in the period we deliver goods or provide services or when our right to consideration is unconditional. A contract asset is recorded when we have performed under the contract but our right to consideration is conditional on something other than the passage of time. Contract assets as of September 28, 2024 and December 30, 2023 were $6.8 million and $3.8 million, respectively, and are reported on the Condensed Consolidated Balance Sheets as a component of Prepaid expenses and other current assets.

Contract liabilities include payments received and payments due in advance of performance under a contract and are satisfied as the associated revenue is recognized. Contract liabilities are reported on the Condensed Consolidated Balance Sheets at the end of each reporting period as a component of Deferred revenue and Other liabilities. Contract liabilities as of September 28, 2024 and December 30, 2023 were $22.1 million and $18.0 million, respectively. During the nine months ended September 28, 2024, we recognized $12.7 million of revenue that was included in contract liabilities as of December 30, 2023. During the nine months ended September 28, 2024, we divested contract liabilities of $1.7 million as of December 30, 2023 with the divestiture of our China operations.

Costs to obtain a contract: We generally expense sales commissions when incurred as a component of Selling, general and administrative expense, as the amortization period is typically less than one year.
Revenue by category: Refer to Note 15, Operating Segments and Enterprise-Wide Information, for further details.
v3.24.3
Operating Segments and Enterprise-Wide Information
 9 Months Ended
Sep. 28, 2024
Segment Reporting [Abstract]  
Operating Segments and Enterprise-Wide Information Operating Segments and Enterprise-Wide Information
Our CODM is our Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire company. We operate in two reportable segments consisting of the Probe Cards segment and the Systems segment. The following table summarizes the operating results by reportable segment (dollars in thousands):
Three Months Ended
September 28, 2024September 30, 2023
Probe CardsSystemsCorporate and OtherTotalProbe CardsSystemsCorporate and OtherTotal
Revenues$172,174 $35,743 $— $207,917 $128,339 $43,236 $— $171,575 
Gross profit 72,855 14,838 (2,988)84,705 49,383 22,396 (2,494)69,285 
Gross margin42.3 %41.5 %40.7 %38.5 %51.8 %40.4 %
Nine Months Ended
September 28, 2024September 30, 2023
Probe CardsSystemsCorporate and OtherTotalProbe CardsSystemsCorporate and OtherTotal
Revenues$475,667 $98,449 $— $574,116 $370,970 $123,969 $— $494,939 
Gross profit198,885 43,521 (8,063)234,343 135,118 64,266 (8,738)190,646 
Gross margin41.8 %44.2 %40.8 %36.4 %51.8 %38.5 %

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

Corporate and Other includes unallocated expenses relating to amortization of intangible assets, inventory and fixed asset fair value adjustments due to acquisitions, share-based compensation, and restructuring charges which are not used in evaluating the results of, or in allocating resources to, our reportable segments.
Certain revenue category information by reportable segment was as follows (in thousands):
Three Months Ended
September 28, 2024September 30, 2023
Probe CardsSystemsTotalProbe CardsSystemsTotal
Market:
Foundry & Logic$107,446 $— $107,446 $96,366 $— $96,366 
DRAM60,184 — 60,184 27,478 — 27,478 
Flash4,544 — 4,544 4,495 — 4,495 
Systems— 35,743 35,743 — 43,236 43,236 
Total$172,174 $35,743 $207,917 $128,339 $43,236 $171,575 
Timing of revenue recognition:
Products transferred at a point in time$166,968 $34,292 $201,260 $127,731 $41,776 $169,507 
Products and services transferred over time5,206 1,451 6,657 608 1,460 2,068 
Total$172,174 $35,743 $207,917 $128,339 $43,236 $171,575 
Geographical region:
United States$45,015 $10,000 $55,015 $31,182 $12,543 $43,725 
Taiwan42,105 5,817 47,922 39,155 3,820 42,975 
South Korea40,870 858 41,728 31,805 3,270 35,075 
China27,367 7,146 34,513 10,779 10,971 21,750 
Japan3,734 4,322 8,056 2,976 3,988 6,964 
Europe2,149 5,607 7,756 2,583 6,713 9,296 
Singapore4,726 749 5,475 2,752 925 3,677 
Malaysia4,458 822 5,280 5,778 186 5,964 
Rest of World1,750 422 2,172 1,329 820 2,149 
Total$172,174 $35,743 $207,917 $128,339 $43,236 $171,575 
Nine Months Ended
September 28, 2024September 30, 2023
Probe CardsSystemsTotalProbe CardsSystemsTotal
Market:
Foundry & Logic$297,874 $— $297,874 $279,895 $— $279,895 
DRAM164,122 — 164,122 77,832 — 77,832 
Flash13,671 — 13,671 13,243 — 13,243 
Systems— 98,449 98,449 — 123,969 123,969 
Total$475,667 $98,449 $574,116 $370,970 $123,969 $494,939 
Timing of revenue recognition:
Products transferred at a point in time$464,668 $94,638 $559,306 $368,939 $116,981 $485,920 
Products and services transferred over time10,999 3,811 14,810 2,031 6,988 9,019 
Total$475,667 $98,449 $574,116 $370,970 $123,969 $494,939 
Geographical region:
United States$120,046 $28,626 $148,672 $86,954 $37,175 $124,129 
South Korea140,233 1,319 141,552 77,832 5,881 83,713 
Taiwan109,476 13,136 122,612 103,368 9,448 112,816 
China56,364 18,849 75,213 45,771 26,586 72,357 
Europe8,927 16,493 25,420 8,424 21,114 29,538 
Japan12,594 11,615 24,209 14,014 11,859 25,873 
Singapore12,354 2,401 14,755 7,670 4,170 11,840 
Malaysia11,150 2,595 13,745 22,279 1,632 23,911 
Rest of the world4,523 3,415 7,938 4,658 6,104 10,762 
Total$475,667 $98,449 $574,116 $370,970 $123,969 $494,939 
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net income $ 18,736 $ 4,371 $ 59,909 $ 6,541
v3.24.3
Insider Trading Arrangements
 3 Months Ended
Sep. 28, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Basis of Presentation and Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 28, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying condensed consolidated financial information of FormFactor, Inc. is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2023 Annual Report on Form 10-K filed with the SEC on February 23, 2024. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.
Fiscal Year
Fiscal Year 
We operate on a 52/53 week fiscal year, whereby the fiscal year ends on the last Saturday of December. Fiscal 2024 and 2023 each contain 52 weeks and the nine months ended September 28, 2024 and September 30, 2023 each contained 39 weeks. Fiscal 2024 will end on December 28, 2024.
Fair Value
Whenever possible, the fair values of our financial assets and liabilities are determined using quoted market prices of identical securities or quoted market prices of similar securities from active markets. The three levels of inputs that may be used to measure fair value are as follows:
•Level 1 valuations are obtained from real-time quotes for transactions in active exchange markets involving identical securities;
•Level 2 valuations utilize significant observable inputs, such as quoted prices for similar assets or liabilities, quoted prices near the reporting date in markets that are less active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
•Level 3 valuations utilize unobservable inputs to the valuation methodology and include our own data about assumptions market participants would use in pricing the asset or liability based on the best information available under the circumstances.

We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the nine months ended September 28, 2024 or the year ended December 30, 2023.

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

No changes were made to our valuation techniques during the first nine months of fiscal 2024.
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
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.
v3.24.3
Concentration of Credit and Other Risks (Tables)
 9 Months Ended
Sep. 28, 2024
Risks and Uncertainties [Abstract]  
Schedule of Customer Percentage of Revenue
Each of the following customers accounted for 10% or more of our revenues for the periods indicated:
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
SK hynix Inc.18.1 %*17.8 %*
Intel Corporation17.1 %17.1 %16.6 %17.2 %
Samsung Electronics Co., LTD.*11.2 %**
35.2 %28.3 %34.4 %17.2 %
v3.24.3
Inventories, net (Tables)
 9 Months Ended
Sep. 28, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventory Components
Inventories, net, consisted of the following (in thousands):
September 28,
2024		December 30,
2023
Raw materials$43,488 $50,808 
Work-in-progress41,383 39,336 
Finished goods20,503 21,541 
$105,374 $111,685 
v3.24.3
Divestures (Tables)
 9 Months Ended
Sep. 28, 2024
Asset Retirement Obligation Disclosure [Abstract]  
Schedule of Components Held-for Sale
The following table summarizes the fair value of the sale proceeds received in connection with the divestiture (in thousands):
February 26, 2024
Gross purchase price$25,000 
Working capital adjustment
159 
Cash transferred to the buyer at closing(2,743)
Direct costs to sell(986)
Fair value of sale consideration, net$21,430 
The carrying amount of net assets associated with the China operations was approximately $1.2 million. The major classes of assets and liabilities sold consisted of the following (in thousands):
February 26, 2024
ASSETS
Accounts receivable, net$1,174 
Inventories, net3,729 
Other current assets391 
Total current assets5,294 
Property, plant and equipment, net1,283 
Goodwill1,117 
Other assets3,029 
Total assets$10,723 
LIABILITIES
Deferred Revenue$3,739 
Other current liabilities1,546 
Other liabilities4,283 
Total liabilities$9,568 
The following table summarizes the fair value of the sale proceeds received in connection with the divestiture (in thousands):
November 1, 2023
Gross purchase price$99,100 
Estimated working capital adjustment4,266 
Cash transferred to the buyer at closing(2,049)
Direct costs to sell(1,225)
Fair value of sale consideration$100,092 
The carrying amount of net assets associated with the FRT business was approximately $26.8 million. The major classes of assets and liabilities sold consisted of the following (in thousands):
November 1, 2023
ASSETS
Accounts receivable, net$7,738 
Inventories, net6,446 
Other current assets635 
Total current assets14,819 
Intangibles, net6,897 
Goodwill10,660 
Other assets1,612 
Total assets$33,988 
LIABILITIES
Current liabilities$4,300 
Other liabilities2,856 
Total liabilities$7,156 
v3.24.3
Goodwill and Intangible Assets (Tables)
 9 Months Ended
Sep. 28, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill by Reportable Segments
Goodwill by reportable segment was as follows (in thousands):
Probe CardsSystemsTotal
Goodwill, as of December 31, 2022$178,424 $33,020 $211,444 
Reduction - FRT divestiture— (10,660)(10,660)
Foreign currency translation— 306 306 
Goodwill, as of December 30, 2023
178,424 22,666 201,090 
Reduction - China divestiture(1,055)(62)(1,117)
Foreign currency translation— 164 164 
Goodwill, as of September 28, 2024
$177,369 $22,768 $200,137 
Schedule of Intangible Assets
Intangible assets were as follows (in thousands):
September 28, 2024December 30, 2023
Intangible Assets GrossAccumulated
Amortization		NetGrossAccumulated
Amortization		Net
Existing developed technologies $159,724 $149,923 $9,801 $159,593 $148,445 $11,148 
Trade name7,823 7,776 47 7,808 7,728 80 
Customer relationships48,060 47,291 769 48,022 46,712 1,310 
In-process research and development400 — 400 400 — 400 
$216,007 $204,990 $11,017 $215,823 $202,885 $12,938 
Schedule of Amortization Expense
Amortization expense was included in our Condensed Consolidated Statements of Income as follows (in thousands):
 Three Months EndedNine Months Ended
 September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Cost of revenues$449 $837 $1,347 $2,506 
Selling, general and administrative191 440 573 3,537 
$640 $1,277 $1,920 $6,043 
Schedule of Estimated Amortization of Intangible Assets
The estimated future amortization of definite-lived intangible assets, excluding in-process research and development, is as follows (in thousands):
Fiscal YearAmount
Remainder of 2024
$640 
20252,330 
20261,630 
20271,630 
20281,630 
Thereafter2,757 
$10,617 
v3.24.3
Accrued Liabilities (Tables)
 9 Months Ended
Sep. 28, 2024
Payables and Accruals [Abstract]  
Schedule of Accrued Liabilities
Accrued liabilities consisted of the following (in thousands):
September 28,
2024		December 30,
2023
Accrued compensation and benefits$33,599 $20,073 
Accrued warranty3,610 3,177 
Accrued income and other taxes2,851 8,205 
Accrued employee stock purchase plan contributions withheld2,535 4,263 
Other accrued expenses3,913 5,319 
$46,508 $41,037 
v3.24.3
Fair Value and Derivative Instruments (Tables)
 9 Months Ended
Sep. 28, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value Assets Measured on Recurring Basis
Assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): 
September 28, 2024Level 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$125,293 $— $— $125,293 
U.S. treasuries1,198 — — 1,198 
126,491 — — 126,491 
Marketable securities:
 U.S. treasuries65,646 — — 65,646 
 U.S. agency securities— 13,851 — 13,851 
 Corporate bonds— 84,512 — 84,512 
 Commercial paper— 5,952 — 5,952 
65,646 104,315 — 169,961 
Foreign exchange derivative contracts— 505 — 505 
Promissory note receivable— — 1,500 1,500 
Interest rate swap derivative contracts— 1,618 — 1,618 
Total assets$192,137 $106,438 $1,500 $300,075 

December 30, 2023Level 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$110,980 $— $— $110,980 
U.S. treasuries4,581 — — 4,581 
115,561 — — 115,561 
Marketable securities:
 U.S. treasuries45,837 — — 45,837 
 U.S. agency securities— 10,003 — 10,003 
 Corporate bonds— 81,350 — 81,350 
 Commercial paper— 13,317 — 13,317 
45,837 104,670 — 150,507 
Foreign exchange derivative contracts— 284 — 284 
Interest rate swap derivative contracts— 1,989 — 1,989 
Total assets$161,398 $106,943 $— $268,341 
Liabilities:
Foreign exchange derivative contracts$— $(30)$— $(30)
Total liabilities$— $(30)$— $(30)
Schedule of Foreign Currency Forward Contracts
The following table provides information about our foreign currency forward contracts outstanding as of September 28, 2024 (in thousands):
CurrencyContract PositionContract Amount
(Local Currency)		Contract Amount
(U.S. Dollars)
EuroBuy29,925 $33,028 
Japanese YenSell2,863,220 20,203 
Korean WonBuy2,898,328 2,202 
Taiwan DollarSell113,723 3,598 
v3.24.3
Warranty (Tables)
 9 Months Ended
Sep. 28, 2024
Product Warranties Disclosures [Abstract]  
Schedule of Reconciliation of Changes in Warranty Liability
Changes in our warranty liability were as follows (in thousands):
Nine Months Ended
September 28,
2024		September 30,
2023
Balance at beginning of year$3,177 $4,199 
Accruals6,918 6,426 
Settlements(6,485)(5,535)
Reclassification - Liabilities held-for-sale— (106)
Balance at end of period$3,610 $4,984 
v3.24.3
Property, Plant, and Equipment, net (Tables)
 9 Months Ended
Sep. 28, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment
Property, plant and equipment, net consisted of the following (in thousands):
September 28,
2024		December 30,
2023
Land$17,124 $17,124 
Building and building improvements46,375 46,526 
Machinery and equipment302,638 286,215 
Computer equipment and software47,562 46,866 
Furniture and fixtures7,581 7,490 
Leasehold improvements99,288 91,063 
Sub-total520,568 495,284 
Less: Accumulated depreciation and amortization(377,644)(358,021)
Net property, plant and equipment142,924 137,263 
Construction-in-progress61,184 67,136 
Total$204,108 $204,399 
v3.24.3
Stockholders’ Equity and Stock-Based Compensation (Tables)
 9 Months Ended
Sep. 28, 2024
Equity [Abstract]  
Schedule of Restricted Stock Unit Activity
Restricted stock unit (“RSU”) activity under our equity incentive plan was as follows:
UnitsWeighted Average Grant Date Fair Value
RSUs at December 30, 2023
2,165,729 $35.85 
Awards granted882,718 44.73 
Awards vested(981,072)36.14 
Awards forfeited(178,252)43.90 
RSUs at September 28, 2024
1,889,123 38.97 
Schedule of ESPP Activity
Information related to activity under our Employee Stock Purchase Plan (“ESPP”) was as follows:
 Nine Months Ended
 September 28, 2024
Shares issued340,989 
Weighted average per share purchase price$28.59 
Weighted average per share discount from the fair value of our common stock on the date of issuance$(16.43)
Schedule of Stock-based Compensation
Stock-based compensation was included in our Condensed Consolidated Statements of Income as follows (in thousands):
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Cost of revenues$1,934 $1,376 $5,794 $4,801 
Research and development2,679 3,173 7,906 7,908 
Selling, general and administrative4,323 6,290 15,850 16,624 
Total stock-based compensation$8,936 $10,839 $29,550 $29,333 
Schedule of Unrecognized Stock-based Compensation
At September 28, 2024, the unrecognized stock-based compensation was as follows (dollars in thousands): 
Unrecognized
Expense
Average Expected
Recognition Period
in Years
Restricted stock units$50,506 2.07
Performance restricted stock units10,497 2.09
Employee stock purchase plan1,894 0.35
Total unrecognized stock-based compensation expense$62,897 2.02
v3.24.3
Net Income per Share (Tables)
 9 Months Ended
Sep. 28, 2024
Earnings Per Share [Abstract]  
Schedule of Calculation of Numerator and Denominator in Earnings Per Share
The following table reconciles the shares used in calculating basic net income per share and diluted net income per share (in thousands):
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Weighted-average shares used in computing basic net income per share77,406 77,571 77,364 77,265 
Add potentially dilutive securities1,033 841 1,131 595 
Weighted-average shares used in computing diluted net income per share78,439 78,412 78,495 77,860 
Securities not included as they would have been antidilutive170 172 144 94 
v3.24.3
Leases (Tables)
 9 Months Ended
Sep. 28, 2024
Leases [Abstract]  
Schedule of Components of Lease Expense
The components of lease expense were as follows (in thousands):
Three Months EndedNine Months Ended
September 28,
2024		September 30,
2023		September 28,
2024		September 30,
2023
Lease expense:
Operating lease expense$2,180 $2,157 $6,360 $6,233 
Short-term lease expense102 126 247 419 
Variable lease expense1,112 625 2,974 1,854 
$3,394 $2,908 $9,581 $8,506 
Schedule of Future Minimum Payments Under Leases
Future minimum payments under our non-cancelable operating leases were as follows as of September 28, 2024 (in thousands):
Fiscal YearAmount
Remainder of 2024
$2,294 
20259,185 
20267,695 
20277,259 
20283,935 
Thereafter1,449 
  Total minimum lease payments31,817 
Less: interest(3,574)
Present value of net minimum lease payments
28,243 
Less: current portion(8,512)
Total long-term operating lease liabilities
$19,731 
v3.24.3
Operating Segments and Enterprise-Wide Information (Tables)
 9 Months Ended
Sep. 28, 2024
Segment Reporting [Abstract]  
Schedule of Operating Results by Segment The following table summarizes the operating results by reportable segment (dollars in thousands):
Three Months Ended
September 28, 2024September 30, 2023
Probe CardsSystemsCorporate and OtherTotalProbe CardsSystemsCorporate and OtherTotal
Revenues$172,174 $35,743 $— $207,917 $128,339 $43,236 $— $171,575 
Gross profit 72,855 14,838 (2,988)84,705 49,383 22,396 (2,494)69,285 
Gross margin42.3 %41.5 %40.7 %38.5 %51.8 %40.4 %
Nine Months Ended
September 28, 2024September 30, 2023
Probe CardsSystemsCorporate and OtherTotalProbe CardsSystemsCorporate and OtherTotal
Revenues$475,667 $98,449 $— $574,116 $370,970 $123,969 $— $494,939 
Gross profit198,885 43,521 (8,063)234,343 135,118 64,266 (8,738)190,646 
Gross margin41.8 %44.2 %40.8 %36.4 %51.8 %38.5 %
Schedule of Disaggregation of Revenue by Segment
Certain revenue category information by reportable segment was as follows (in thousands):
Three Months Ended
September 28, 2024September 30, 2023
Probe CardsSystemsTotalProbe CardsSystemsTotal
Market:
Foundry & Logic$107,446 $— $107,446 $96,366 $— $96,366 
DRAM60,184 — 60,184 27,478 — 27,478 
Flash4,544 — 4,544 4,495 — 4,495 
Systems— 35,743 35,743 — 43,236 43,236 
Total$172,174 $35,743 $207,917 $128,339 $43,236 $171,575 
Timing of revenue recognition:
Products transferred at a point in time$166,968 $34,292 $201,260 $127,731 $41,776 $169,507 
Products and services transferred over time5,206 1,451 6,657 608 1,460 2,068 
Total$172,174 $35,743 $207,917 $128,339 $43,236 $171,575 
Geographical region:
United States$45,015 $10,000 $55,015 $31,182 $12,543 $43,725 
Taiwan42,105 5,817 47,922 39,155 3,820 42,975 
South Korea40,870 858 41,728 31,805 3,270 35,075 
China27,367 7,146 34,513 10,779 10,971 21,750 
Japan3,734 4,322 8,056 2,976 3,988 6,964 
Europe2,149 5,607 7,756 2,583 6,713 9,296 
Singapore4,726 749 5,475 2,752 925 3,677 
Malaysia4,458 822 5,280 5,778 186 5,964 
Rest of World1,750 422 2,172 1,329 820 2,149 
Total$172,174 $35,743 $207,917 $128,339 $43,236 $171,575 
Nine Months Ended
September 28, 2024September 30, 2023
Probe CardsSystemsTotalProbe CardsSystemsTotal
Market:
Foundry & Logic$297,874 $— $297,874 $279,895 $— $279,895 
DRAM164,122 — 164,122 77,832 — 77,832 
Flash13,671 — 13,671 13,243 — 13,243 
Systems— 98,449 98,449 — 123,969 123,969 
Total$475,667 $98,449 $574,116 $370,970 $123,969 $494,939 
Timing of revenue recognition:
Products transferred at a point in time$464,668 $94,638 $559,306 $368,939 $116,981 $485,920 
Products and services transferred over time10,999 3,811 14,810 2,031 6,988 9,019 
Total$475,667 $98,449 $574,116 $370,970 $123,969 $494,939 
Geographical region:
United States$120,046 $28,626 $148,672 $86,954 $37,175 $124,129 
South Korea140,233 1,319 141,552 77,832 5,881 83,713 
Taiwan109,476 13,136 122,612 103,368 9,448 112,816 
China56,364 18,849 75,213 45,771 26,586 72,357 
Europe8,927 16,493 25,420 8,424 21,114 29,538 
Japan12,594 11,615 24,209 14,014 11,859 25,873 
Singapore12,354 2,401 14,755 7,670 4,170 11,840 
Malaysia11,150 2,595 13,745 22,279 1,632 23,911 
Rest of the world4,523 3,415 7,938 4,658 6,104 10,762 
Total$475,667 $98,449 $574,116 $370,970 $123,969 $494,939 
v3.24.3
Concentration of Credit and Other Risks (Details) - Customer Concentration Risk
 3 Months Ended 6 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Jul. 01, 2023
Sep. 28, 2024
Sep. 30, 2023
Revenue Benchmark | Two Major Customers          
Concentration Risk [Line Items]          
Concentration risk percentage       10.00% 10.00%
Revenue from Contract with Customer Benchmark | Intel Corporation          
Concentration Risk [Line Items]          
Concentration risk percentage 17.10% 17.10%   16.60% 17.20%
Revenue from Contract with Customer Benchmark | SK hynix Inc.          
Concentration Risk [Line Items]          
Concentration risk percentage 18.10%     17.80%  
Revenue from Contract with Customer Benchmark | Customers Representing 10% or More of Total Revenues          
Concentration Risk [Line Items]          
Concentration risk percentage 35.20% 28.30%   34.40% 17.20%
Revenue from Contract with Customer Benchmark | Samsung Electronics Co., LTD.          
Concentration Risk [Line Items]          
Concentration risk percentage   11.20%      
Accounts Receivable | Major Customer 1          
Concentration Risk [Line Items]          
Concentration risk percentage     17.80% 24.70%  
Accounts Receivable | Major Customer 2          
Concentration Risk [Line Items]          
Concentration risk percentage     11.00% 10.20%  
v3.24.3
Inventories, net (Details) - USD ($)
$ in Thousands
Sep. 28, 2024
Dec. 30, 2023
Inventory Disclosure [Abstract]    
Raw materials $ 43,488 $ 50,808
Work-in-progress 41,383 39,336
Finished goods 20,503 21,541
Inventories $ 105,374 $ 111,685
v3.24.3
Divestures - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Feb. 26, 2024
Nov. 01, 2023
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Feb. 07, 2024
Dec. 30, 2023
Sep. 18, 2023
Oct. 09, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                    
Gain (loss) on disposition of business     $ 0 $ 0 $ 20,581 $ 0        
Accrued liabilities     $ 46,508   $ 46,508     $ 41,037    
Disposal Group, Held-for-Sale, Not Discontinued Operations | China Operations                    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                    
Gross purchase price $ 25,000           $ 25,000      
Fair value of sale consideration, net 21,430                  
Net assets 1,200                  
Gain (loss) on disposition of business 20,300                  
Accrued liabilities 3,300                  
Accounts receivable, net 1,174                  
Inventories, net 3,729                  
Other current assets 391                  
Total current assets 5,294                  
Property, plant and equipment, net 1,283                  
Goodwill 1,117                  
Other assets 3,029                  
Total assets 10,723                  
Disposal Group, Including Discontinued Operation, Deferred Revenue 3,739                  
Other current liabilities 1,546                  
Other liabilities 4,283                  
Total liabilities $ 9,568                  
Disposal Group, Held-for-Sale, Not Discontinued Operations | FRT Metrology                    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                    
Gross purchase price   $ 99,100             $ 100,000 $ 24,400
Fair value of sale consideration, net   100,092                
Net assets   26,800                
Gain (loss) on disposition of business   73,300                
Accrued liabilities   6,000                
Accounts receivable, net   7,738                
Inventories, net   6,446                
Other current assets   635                
Total current assets   14,819                
Goodwill   10,660                
Other assets   1,612                
Total assets   33,988                
Other liabilities   2,856                
Total liabilities   $ 7,156                
v3.24.3
Divestures - Schedule of Fair Value (Details) - Disposal Group, Held-for-Sale, Not Discontinued Operations - USD ($)
$ in Thousands
Feb. 26, 2024
Feb. 07, 2024
Nov. 01, 2023
Sep. 18, 2023
Oct. 09, 2019
China Operations          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Gross purchase price $ 25,000 $ 25,000      
Estimated working capital adjustment 159        
Cash transferred to the buyer at closing (2,743)        
Direct costs to sell (986)        
Fair value of sale consideration $ 21,430        
FRT Metrology          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Gross purchase price     $ 99,100 $ 100,000 $ 24,400
Estimated working capital adjustment     4,266    
Cash transferred to the buyer at closing     (2,049)    
Direct costs to sell     (1,225)    
Fair value of sale consideration     $ 100,092    
v3.24.3
Divestures - Schedule of Assets and Liabilities Held-for-Sale (Details) - Disposal Group, Held-for-Sale, Not Discontinued Operations - USD ($)
$ in Thousands
Feb. 26, 2024
Nov. 01, 2023
China Operations    
ASSETS    
Accounts receivable, net $ 1,174  
Inventories, net 3,729  
Other current assets 391  
Total current assets 5,294  
Property, plant and equipment, net 1,283  
Goodwill 1,117  
Other assets 3,029  
Total assets 10,723  
LIABILITIES    
Deferred Revenue 3,739  
Other current liabilities 1,546  
Other liabilities 4,283  
Total liabilities $ 9,568  
FRT Metrology    
ASSETS    
Accounts receivable, net   $ 7,738
Inventories, net   6,446
Other current assets   635
Total current assets   14,819
Intangibles, net   6,897
Goodwill   10,660
Other assets   1,612
Total assets   33,988
LIABILITIES    
Current liabilities   4,300
Other liabilities   2,856
Total liabilities   $ 7,156
v3.24.3
Goodwill and Intangible Assets - Goodwill (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Mar. 30, 2024
Sep. 28, 2024
Goodwill [Roll Forward]    
Goodwill, beginning balance $ 201,090 $ 201,090
Foreign currency translation 306 164
Goodwill, ending balance   200,137
FRT Metrology    
Goodwill [Roll Forward]    
Reduction - divesture (10,660)  
China Operations    
Goodwill [Roll Forward]    
Reduction - divesture   (1,117)
Probe Cards    
Goodwill [Roll Forward]    
Goodwill, beginning balance 178,424 178,424
Foreign currency translation 0 0
Goodwill, ending balance   177,369
Probe Cards | FRT Metrology    
Goodwill [Roll Forward]    
Reduction - divesture 0  
Probe Cards | China Operations    
Goodwill [Roll Forward]    
Reduction - divesture   (1,055)
Systems    
Goodwill [Roll Forward]    
Goodwill, beginning balance 22,666 22,666
Foreign currency translation 306 164
Goodwill, ending balance   22,768
Systems | FRT Metrology    
Goodwill [Roll Forward]    
Reduction - divesture $ (10,660)  
Systems | China Operations    
Goodwill [Roll Forward]    
Reduction - divesture   $ (62)
v3.24.3
Goodwill and Intangible Assets - Additional information (Details)
 9 Months Ended
Sep. 28, 2024
USD ($)
Goodwill [Line Items]  
Goodwill, impairment loss $ 0
v3.24.3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 28, 2024
Dec. 30, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross $ 216,007 $ 215,823
Accumulated Amortization 204,990 202,885
Net 11,017 12,938
Existing developed technologies    
Finite-Lived Intangible Assets [Line Items]    
Gross 159,724 159,593
Accumulated Amortization 149,923 148,445
Net 9,801 11,148
Trade name    
Finite-Lived Intangible Assets [Line Items]    
Gross 7,823 7,808
Accumulated Amortization 7,776 7,728
Net 47 80
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross 48,060 48,022
Accumulated Amortization 47,291 46,712
Net 769 1,310
In-process research and development    
Finite-Lived Intangible Assets [Line Items]    
Gross 400 400
Accumulated Amortization 0 0
Net $ 400 $ 400
v3.24.3
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Property, Plant and Equipment [Line Items]        
Amortization of intangible assets $ 640 $ 1,277 $ 1,920 $ 6,043
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract]        
Remainder of 2024 640   640  
2025 2,330   2,330  
2026 1,630   1,630  
2027 1,630   1,630  
2028 1,630   1,630  
Thereafter 2,757   2,757  
Net 10,617   10,617  
Cost of revenues        
Property, Plant and Equipment [Line Items]        
Amortization of intangible assets 449 837 1,347 2,506
Selling, general and administrative        
Property, Plant and Equipment [Line Items]        
Amortization of intangible assets $ 191 $ 440 $ 573 $ 3,537
v3.24.3
Accrued Liabilities (Details) - USD ($)
$ in Thousands
Sep. 28, 2024
Dec. 30, 2023
Payables and Accruals [Abstract]    
Accrued compensation and benefits $ 33,599 $ 20,073
Accrued income and other taxes 2,851 8,205
Accrued warranty 3,610 3,177
Accrued employee stock purchase plan contributions withheld 2,535 4,263
Other accrued expenses 3,913 5,319
Accrued liabilities $ 46,508 $ 41,037
v3.24.3
Fair Value and Derivative Instruments - Fair Value Assets Measured on Recurring Basis (Details) - USD ($)
$ in Thousands
Sep. 28, 2024
Dec. 30, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents $ 126,491 $ 115,561
Marketable securities 169,961 150,507
Total assets 300,075 268,341
Designated as hedging instrument    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative liability   (30)
Foreign exchange derivative contracts | Designated as hedging instrument    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative Asset 505 284
Derivative liability   (30)
Interest rate swap derivative contracts | Designated as hedging instrument    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative Asset 1,618 1,989
Money market funds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 125,293 110,980
Commercial paper    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Marketable securities 5,952 13,317
Corporate bonds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Marketable securities 84,512 81,350
U.S. treasuries    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 1,198 4,581
Marketable securities 65,646 45,837
U.S. agency securities    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Marketable securities 13,851 10,003
Promissory note receivable    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Note receivables 1,500  
Level 1    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 126,491 115,561
Marketable securities 65,646 45,837
Total assets 192,137 161,398
Level 1 | Designated as hedging instrument    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative liability   0
Level 1 | Foreign exchange derivative contracts | Designated as hedging instrument    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative Asset 0 0
Derivative liability   0
Level 1 | Interest rate swap derivative contracts | Designated as hedging instrument    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative Asset 0 0
Level 1 | Money market funds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 125,293 110,980
Level 1 | Commercial paper    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Marketable securities 0 0
Level 1 | Corporate bonds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Marketable securities 0 0
Level 1 | U.S. treasuries    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 1,198 4,581
Marketable securities 65,646 45,837
Level 1 | U.S. agency securities    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Marketable securities 0 0
Level 1 | Promissory note receivable    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Note receivables 0  
Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 0 0
Marketable securities 104,315 104,670
Total assets 106,438 106,943
Level 2 | Designated as hedging instrument    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative liability   (30)
Level 2 | Foreign exchange derivative contracts | Designated as hedging instrument    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative Asset 505 284
Derivative liability   (30)
Level 2 | Interest rate swap derivative contracts | Designated as hedging instrument    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative Asset 1,618 1,989
Level 2 | Money market funds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 0 0
Level 2 | Commercial paper    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Marketable securities 5,952 13,317
Level 2 | Corporate bonds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Marketable securities 84,512 81,350
Level 2 | U.S. treasuries    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 0 0
Marketable securities 0 0
Level 2 | U.S. agency securities    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Marketable securities 13,851 10,003
Level 2 | Promissory note receivable    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Note receivables 0  
Level 3    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 0 0
Marketable securities 0 0
Total assets 1,500 0
Level 3 | Designated as hedging instrument    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative liability   0
Level 3 | Foreign exchange derivative contracts | Designated as hedging instrument    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative Asset 0 0
Derivative liability   0
Level 3 | Interest rate swap derivative contracts | Designated as hedging instrument    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative Asset 0 0
Level 3 | Money market funds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 0 0
Level 3 | Commercial paper    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Marketable securities 0 0
Level 3 | Corporate bonds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Marketable securities 0 0
Level 3 | U.S. treasuries    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 0 0
Marketable securities 0 0
Level 3 | U.S. agency securities    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Marketable securities 0 $ 0
Level 3 | Promissory note receivable    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Note receivables $ 1,500  
v3.24.3
Fair Value and Derivative Instruments - Foreign Currency Forward Contracts (Details) - Sep. 28, 2024 - Foreign Exchange Forward
€ in Thousands, ₩ in Thousands, ¥ in Thousands, $ in Thousands, $ in Thousands
EUR (€)
USD ($)
JPY (¥)
KRW (₩)
TWD ($)
Buy | Euro          
Derivative [Line Items]          
Derivative, notional amount € 29,925 $ 33,028      
Buy | Korean Won          
Derivative [Line Items]          
Derivative, notional amount   2,202   ₩ 2,898,328  
Sell | Japanese Yen          
Derivative [Line Items]          
Derivative, notional amount   20,203 ¥ 2,863,220    
Sell | Taiwan Dollar          
Derivative [Line Items]          
Derivative, notional amount   $ 3,598     $ 113,723
v3.24.3
Fair Value and Derivative Instruments - Additional Information (Details) - USD ($)
Sep. 28, 2024
Dec. 30, 2023
Sep. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Assets measured at fair value on non-recurring basis $ 300,075,000 $ 268,341,000  
Nonrecurring      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Assets measured at fair value on non-recurring basis 0   $ 0
Liabilities measured at fair value on non-recurring basis $ 0   $ 0
v3.24.3
Warranty (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]    
Balance at beginning of year $ 3,177 $ 4,199
Accruals 6,918 6,426
Settlements (6,485) (5,535)
Reclassification - Liabilities held-for-sale 0 (106)
Balance at end of period $ 3,610 $ 4,984
v3.24.3
Property, Plant, and Equipment, net (Details) - USD ($)
$ in Thousands
Sep. 28, 2024
Dec. 30, 2023
Property, Plant and Equipment [Line Items]    
Less: Accumulated depreciation and amortization $ (377,644) $ (358,021)
Property, plant and equipment, net of accumulated depreciation 204,108 204,399
Land    
Property, Plant and Equipment [Line Items]    
Sub-total 17,124 17,124
Building and building improvements    
Property, Plant and Equipment [Line Items]    
Sub-total 46,375 46,526
Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Sub-total 302,638 286,215
Computer equipment and software    
Property, Plant and Equipment [Line Items]    
Sub-total 47,562 46,866
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Sub-total 7,581 7,490
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Sub-total 99,288 91,063
Sub-total    
Property, Plant and Equipment [Line Items]    
Sub-total 520,568 495,284
Net property, plant and equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, net of accumulated depreciation 142,924 137,263
Construction-in-progress    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, net of accumulated depreciation $ 61,184 $ 67,136
v3.24.3
Stockholders’ Equity and Stock-Based Compensation - Additional Information (Details) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Aug. 05, 2024
Oct. 30, 2023
Sep. 28, 2024
Sep. 28, 2024
Dec. 30, 2023
Dec. 31, 2022
Dec. 25, 2021
May 20, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Purchase of common stock value retired through repurchase program     $ 16,909,000 $ 37,211,000        
PSU Grant, 2021                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Awards granted (in shares)       64,525        
TSR performance       146.00%        
PRSUs                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Awards granted (in shares) 117,624              
Vested (in shares)       140,443        
Fair value of awards granted $ 5,800,000              
PRSUs | PSU Grant, 2021                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Awards granted (in shares)             197,128  
Forfeited (in shares)       56,685        
2022 Share Repurchase Program                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock repurchase program duration   2 years            
2023 Share Repurchase Program                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock repurchase program duration   2 years            
Common Stock | 2022 Share Repurchase Program                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock repurchase program authorized amount               $ 75,000,000
Purchase and retirement of common stock through repurchase program         504,352 1,700,893    
Purchase of common stock value retired through repurchase program         $ 18,600,000 $ 56,400,000    
Common Stock | 2023 Share Repurchase Program                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock repurchase program authorized amount   $ 75,000,000            
Purchase and retirement of common stock through repurchase program       889,683 32,020      
Purchase of common stock value retired through repurchase program       $ 37,200,000 $ 1,200,000      
Amount remaining for future repurchases     $ 36,600,000 $ 36,600,000        
v3.24.3
Stockholders’ Equity and Stock-Based Compensation - Restricted Stock Unit Activity (Details)
 9 Months Ended
Sep. 28, 2024
$ / shares
shares
Equity Incentive Plan | Restricted Stock Units  
Units  
Beginning balance (in shares) 2,165,729
Awards granted (in shares) 882,718
Awards vested (in shares) (981,072)
Awards canceled (in shares) (178,252)
Ending balance (in shares) 1,889,123
Weighted Average Grant Date Fair Value  
Beginning balance (in dollars per share) | $ / shares $ 35.85
Awards granted (in dollars per share) | $ / shares 44.73
Awards vested (in dollars per share) | $ / shares 36.14
Awards canceled (in dollars per share) | $ / shares 43.90
Ending balance (in dollars per share) | $ / shares $ 38.97
PSU Grant, 2021  
Units  
Awards granted (in shares) 64,525
v3.24.3
Stockholders’ Equity and Stock-Based Compensation - ESPP Activity (Details) - Employee stock purchase plan
 9 Months Ended
Sep. 28, 2024
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Shares issued (in shares) | shares 340,989
Weighted average per share purchase price (in dollars per share) $ 28.59
Weighted average per share discount from the fair value of our common stock on the date of issuance (in dollars per share) $ (16.43)
v3.24.3
Stockholders’ Equity and Stock-Based Compensation - Stock-Based Compensation (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation $ 8,936 $ 10,839 $ 29,550 $ 29,333
Cost of revenues        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation 1,934 1,376 5,794 4,801
Research and development        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation 2,679 3,173 7,906 7,908
Selling, general and administrative        
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation $ 4,323 $ 6,290 $ 15,850 $ 16,624
v3.24.3
Stockholders’ Equity and Stock-Based Compensation - Unrecognized Compensation Costs (Details)
$ in Thousands
 9 Months Ended
Sep. 28, 2024
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized Expense $ 62,897
Average Expected Recognition Period in Years 2 years 7 days
Restricted stock units  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized Expense $ 50,506
Average Expected Recognition Period in Years 2 years 25 days
Performance restricted stock units  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized Expense $ 10,497
Average Expected Recognition Period in Years 2 years 1 month 2 days
Employee stock purchase plan  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unrecognized Expense $ 1,894
Average Expected Recognition Period in Years 4 months 6 days
v3.24.3
Net Income per Share (Details) - shares
shares in Thousands
 3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Earnings Per Share [Abstract]        
Weighted-average shares used in computing basic net income per share (in shares) 77,406 77,571 77,364 77,265
Add potentially dilutive securities (in shares) 1,033 841 1,131 595
Weighted-average shares used in computing diluted net income per share (in shares) 78,439 78,412 78,495 77,860
Securities not included as they would have been antidilutive (in shares) 170 172 144 94
v3.24.3
Leases - Narrative (Details)
Sep. 28, 2024
Lessee, Lease, Description [Line Items]  
Operating lease, renewal term 20 years
Operating lease, weighted average remaining lease term 4 years
Operating lease, weighted average discount rate 4.70%
Minimum  
Lessee, Lease, Description [Line Items]  
Operating lease, term of contract 1 year
Maximum  
Lessee, Lease, Description [Line Items]  
Operating lease, term of contract 10 years
Automobiles  
Lessee, Lease, Description [Line Items]  
Operating lease, term of contract 1 year
Automobiles | Maximum  
Lessee, Lease, Description [Line Items]  
Operating lease, term of contract 3 years
v3.24.3
Leases - Components of Lease Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Leases [Abstract]        
Operating lease expense $ 2,180 $ 2,157 $ 6,360 $ 6,233
Short-term lease expense 102 126 247 419
Variable lease expense 1,112 625 2,974 1,854
Total lease expense $ 3,394 $ 2,908 $ 9,581 $ 8,506
v3.24.3
Leases - Schedule of Future Minimum Payments Under Leases (Details) - USD ($)
$ in Thousands
Sep. 28, 2024
Dec. 30, 2023
Leases [Abstract]    
Remainder of 2024 $ 2,294  
2025 9,185  
2026 7,695  
2027 7,259  
2028 3,935  
Thereafter 1,449  
Total minimum lease payments 31,817  
Less: interest (3,574)  
Present value of net minimum lease payments 28,243  
Less: current portion (8,512) $ (8,422)
Total long-term operating lease liabilities $ 19,731 $ 25,334
v3.24.3
Revenue - Additional Information (Details) - USD ($)
$ in Millions
 9 Months Ended
Sep. 28, 2024
Dec. 30, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Performance obligations $ 23.9  
Contract assets 6.8 $ 3.8
Contract with customer, liability (22.1) $ (18.0)
Revenue recognized included in contracts 12.7  
Disposal Group, Held-for-Sale, Not Discontinued Operations | China Operations    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Divesture of contract liability $ 1.7  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-09-28    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Revenue, remaining performance obligation, percentage 26.70%  
Revenue, remaining performance obligation, expected timing of satisfaction, period 3 months  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-12-29    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Revenue, remaining performance obligation, percentage 48.80%  
Revenue, remaining performance obligation, expected timing of satisfaction, period 1 year  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-12-28    
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]    
Revenue, remaining performance obligation, percentage 24.50%  
Revenue, remaining performance obligation, expected timing of satisfaction, period  
v3.24.3
Operating Segments and Enterprise-Wide Information - Additional Information (Details)
 9 Months Ended
Sep. 28, 2024
segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.24.3
Operating Segments and Enterprise-Wide Information - Operating Results by Segment (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]        
Revenues $ 207,917 $ 171,575 $ 574,116 $ 494,939
Gross profit $ 84,705 $ 69,285 $ 234,343 $ 190,646
Gross margin 40.70% 40.40% 40.80% 38.50%
Systems        
Segment Reporting Information [Line Items]        
Revenues $ 35,743 $ 43,236 $ 98,449 $ 123,969
Probe Cards        
Segment Reporting Information [Line Items]        
Revenues 172,174 128,339 475,667 370,970
Probe Cards | Systems        
Segment Reporting Information [Line Items]        
Revenues 0 0 0 0
Systems        
Segment Reporting Information [Line Items]        
Revenues 35,743 43,236 98,449 123,969
Systems | Systems        
Segment Reporting Information [Line Items]        
Revenues 35,743 43,236 98,449 123,969
Operating segments | Probe Cards        
Segment Reporting Information [Line Items]        
Revenues 172,174 128,339 475,667 370,970
Gross profit $ 72,855 $ 49,383 $ 198,885 $ 135,118
Gross margin 42.30% 38.50% 41.80% 36.40%
Operating segments | Systems        
Segment Reporting Information [Line Items]        
Revenues $ 35,743 $ 43,236    
Gross profit $ 14,838 $ 22,396 $ 43,521 $ 64,266
Gross margin 41.50% 51.80% 44.20% 51.80%
Operating segments | Corporate and Other        
Segment Reporting Information [Line Items]        
Revenues $ 0 $ 0 $ 0 $ 0
Gross profit $ (2,988) $ (2,494) $ (8,063) $ (8,738)
v3.24.3
Operating Segments and Enterprise-Wide Information - Revenue by Segment, Recognition Type, and Geographic Area (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 28, 2024
Sep. 30, 2023
Sep. 28, 2024
Sep. 30, 2023
Disaggregation of Revenue [Line Items]        
Revenues $ 207,917 $ 171,575 $ 574,116 $ 494,939
Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 172,174 128,339 475,667 370,970
Systems        
Disaggregation of Revenue [Line Items]        
Revenues 35,743 43,236 98,449 123,969
Taiwan        
Disaggregation of Revenue [Line Items]        
Revenues 47,922 42,975 122,612 112,816
Taiwan | Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 42,105 39,155 109,476 103,368
Taiwan | Systems        
Disaggregation of Revenue [Line Items]        
Revenues 5,817 3,820 13,136 9,448
United States        
Disaggregation of Revenue [Line Items]        
Revenues 55,015 43,725 148,672 124,129
United States | Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 45,015 31,182 120,046 86,954
United States | Systems        
Disaggregation of Revenue [Line Items]        
Revenues 10,000 12,543 28,626 37,175
China        
Disaggregation of Revenue [Line Items]        
Revenues 34,513 21,750 75,213 72,357
China | Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 27,367 10,779 56,364 45,771
China | Systems        
Disaggregation of Revenue [Line Items]        
Revenues 7,146 10,971 18,849 26,586
South Korea        
Disaggregation of Revenue [Line Items]        
Revenues 41,728 35,075 141,552 83,713
South Korea | Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 40,870 31,805 140,233 77,832
South Korea | Systems        
Disaggregation of Revenue [Line Items]        
Revenues 858 3,270 1,319 5,881
Malaysia        
Disaggregation of Revenue [Line Items]        
Revenues 5,280 5,964 13,745 23,911
Malaysia | Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 4,458 5,778 11,150 22,279
Malaysia | Systems        
Disaggregation of Revenue [Line Items]        
Revenues 822 186 2,595 1,632
Japan        
Disaggregation of Revenue [Line Items]        
Revenues 8,056 6,964 24,209 25,873
Japan | Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 3,734 2,976 12,594 14,014
Japan | Systems        
Disaggregation of Revenue [Line Items]        
Revenues 4,322 3,988 11,615 11,859
Europe        
Disaggregation of Revenue [Line Items]        
Revenues 7,756 9,296 25,420 29,538
Europe | Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 2,149 2,583 8,927 8,424
Europe | Systems        
Disaggregation of Revenue [Line Items]        
Revenues 5,607 6,713 16,493 21,114
Singapore        
Disaggregation of Revenue [Line Items]        
Revenues 5,475 3,677 14,755 11,840
Singapore | Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 4,726 2,752 12,354 7,670
Singapore | Systems        
Disaggregation of Revenue [Line Items]        
Revenues 749 925 2,401 4,170
Rest of World        
Disaggregation of Revenue [Line Items]        
Revenues 2,172 2,149 7,938 10,762
Rest of World | Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 1,750 1,329 4,523 4,658
Rest of World | Systems        
Disaggregation of Revenue [Line Items]        
Revenues 422 820 3,415 6,104
Products transferred at a point in time        
Disaggregation of Revenue [Line Items]        
Revenues 201,260 169,507 559,306 485,920
Products transferred at a point in time | Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 166,968 127,731 464,668 368,939
Products transferred at a point in time | Systems        
Disaggregation of Revenue [Line Items]        
Revenues 34,292 41,776 94,638 116,981
Products and services transferred over time        
Disaggregation of Revenue [Line Items]        
Revenues 6,657 2,068 14,810 9,019
Products and services transferred over time | Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 5,206 608 10,999 2,031
Products and services transferred over time | Systems        
Disaggregation of Revenue [Line Items]        
Revenues 1,451 1,460 3,811 6,988
Foundry & Logic        
Disaggregation of Revenue [Line Items]        
Revenues 107,446 96,366 297,874 279,895
Foundry & Logic | Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 107,446 96,366 297,874 279,895
Foundry & Logic | Systems        
Disaggregation of Revenue [Line Items]        
Revenues 0 0 0 0
DRAM        
Disaggregation of Revenue [Line Items]        
Revenues 60,184 27,478 164,122 77,832
DRAM | Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 60,184 27,478 164,122 77,832
DRAM | Systems        
Disaggregation of Revenue [Line Items]        
Revenues 0 0 0 0
Flash        
Disaggregation of Revenue [Line Items]        
Revenues 4,544 4,495 13,671 13,243
Flash | Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 4,544 4,495 13,671 13,243
Flash | Systems        
Disaggregation of Revenue [Line Items]        
Revenues 0 0 0 0
Systems        
Disaggregation of Revenue [Line Items]        
Revenues 35,743 43,236 98,449 123,969
Systems | Probe Cards        
Disaggregation of Revenue [Line Items]        
Revenues 0 0 0 0
Systems | Systems        
Disaggregation of Revenue [Line Items]        
Revenues $ 35,743 $ 43,236 $ 98,449 $ 123,969
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