10-Q

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, 2019

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 value	FORM	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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of the Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒  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	☐
(Do not check if a 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 31, 2019, 75,699,945 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, 2019 INDEX
Part I.	Financial Information
Item 1.	Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets as of September 28, 2019 and December 29, 2018	3
	Condensed Consolidated Statements of Income for the three and nine months ended September 28, 2019 and September 29, 2018	4
	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 28, 2019 and September 29, 2018	5
	Condensed Consolidated Statement of Stockholders' Equity for the three and nine months ended September 28, 2019 and September 29, 2018	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 28, 2019 and September 29, 2018	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
Part II.	Other Information	31
Item 1A.	Risk Factors	31
Item 6.	Exhibits	31
Signatures		32

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, 2019			December 29, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	122,946		$	98,472
Marketable securities	77,025			50,531
Accounts receivable, net of allowance for doubtful accounts of $194 and $185	84,750			95,333
Inventories, net	85,989			77,706
Restricted cash	765			849
Refundable income taxes	478			1,260
Prepaid expenses and other current assets	17,834			13,669
Total current assets	389,787			337,820
Restricted cash	1,029			1,225
Operating lease, right-of-use-assets	32,300			—
Property, plant and equipment, net of accumulated depreciation of $268,486 and $263,102	56,240			54,054
Goodwill	188,559			189,214
Intangibles, net	47,054			67,640
Deferred tax assets	77,274			77,301
Other assets	1,362			968
Total assets	$	793,605		$	728,222
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	50,968		$	40,006
Accrued liabilities	30,015			27,731
Current portion of term loan, net of unamortized issuance cost of $57 and $160	46,193			29,840
Deferred revenue	8,315			4,941
Operating lease liabilities	6,416			—
Total current liabilities	141,907			102,518
Term loan, less current portion, net of unamortized issuance cost of $0 and $29	—			34,971
Deferred tax liabilities	2,244			2,355
Long-term operating lease liabilities	30,074			—
Other liabilities	4,834			8,214
Total liabilities	179,059			148,058
Stockholders’ equity:
Preferred stock, $0.001 par value:
10,000,000 shares authorized; no shares issued and outstanding	—			—
Common stock, $0.001 par value:
250,000,000 shares authorized; 75,696,234 and 74,139,712 shares issued and outstanding	76			74
Additional paid-in capital	879,527			862,897
Accumulated other comprehensive income (loss)	(2,180		)	780
Accumulated deficit	(262,877		)	(283,587		)
Total stockholders’ equity	614,546			580,164
Total liabilities and stockholders’ equity	$	793,605		$	728,222

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 Ended						Nine Months Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
Revenues	$	140,604		$	134,989		$	410,835		$	388,788
Cost of revenues	85,286			82,019			247,644			234,471
Gross profit	55,318			52,970			163,191			154,317
Operating expenses:
Research and development	20,096			18,857			59,893			56,578
Selling, general and administrative	25,887			24,745			77,354			73,426
Total operating expenses	45,983			43,602			137,247			130,004
Operating income	9,335			9,368			25,944			24,313
Interest income	724			369			1,988			952
Interest expense	(422		)	(777		)	(1,539		)	(2,654		)
Other income (expense), net	226			121			223			(341		)
Income before income taxes	9,863			9,081			26,616			22,270
Provision for income taxes	1,584			1,393			5,906			3,334
Net income	$	8,279		$	7,688		$	20,710		$	18,936
Net income per share:
Basic	$	0.11		$	0.10		$	0.28		$	0.26
Diluted	$	0.11		$	0.10		$	0.27		$	0.25
Weighted-average number of shares used in per share calculations:
Basic	75,280			73,837			74,749			73,273
Diluted	77,291			74,962			76,763			74,628

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

4

FORMFACTOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited)
	Three Months Ended						Nine Months Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
Net income	$	8,279		$	7,688		$	20,710		$	18,936
Other comprehensive loss, net of tax:
Translation adjustments and other	(1,814		)	(449		)	(2,042		)	(1,732		)
Unrealized gains (losses) on available-for-sale marketable securities	11			50			304			(84		)
Unrealized losses on derivative instruments	(536		)	(134		)	(1,222		)	(47		)
Other comprehensive loss, net of tax	(2,339		)	(533		)	(2,960		)	(1,863		)
Comprehensive income	$	5,940		$	7,155		$	17,750		$	17,073

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	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income			Accumulated Deficit			Total
	Nine Months Ended September 28, 2019
Balances, December 29, 2018	74,139,712	$	74	$	862,897		$	780		$	(283,587	)	$	580,164
Issuance of common stock under the Employee Stock Purchase Plan	544,271	—		6,806			—			—			6,806
Issuance of common stock pursuant to exercise of options for cash	112,956	—		754			—			—			754
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax	899,295	2		(7,898		)	—			—			(7,896		)
Stock-based compensation	—	—		16,968			—			—			16,968
Other comprehensive loss	—	—		—			(2,960		)	—			(2,960		)
Net income	—	—		—			—			20,710			20,710
Balances, September 28, 2019	75,696,234	$	76	$	879,527		$	(2,180	)	$	(262,877	)	$	614,546
	Three Months Ended September 28, 2019
Balances, June 29, 2019	74,691,781	$	75	$	875,024		$	159		$	(271,156	)	$	604,102
Issuance of common stock under the Employee Stock Purchase Plan	242,774	—		3,136			—			—			3,136
Issuance of common stock pursuant to exercise of options for cash	93,749	—		664			—			—			664
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax	667,930	1		(5,741		)	—			—			(5,740		)
Stock-based compensation	—	—		6,444			—			—			6,444
Other comprehensive income	—	—		—			(2,339		)	—			(2,339		)
Net income	—	—		—			—			8,279			8,279
Balances, September 28, 2019	75,696,234	$	76	$	879,527		$	(2,180	)	$	(262,877	)	$	614,546

	Nine Months Ended September 29, 2018
Balances, December 30, 2017	72,532,176	$	73	$	843,116		$	3,021		$	(387,573	)	$	458,637
Issuance of common stock under the Employee Stock Purchase Plan	610,297	1		6,661			—			—			6,662
Issuance of common stock pursuant to exercise of options for cash	105,610	—		1,049			—			—			1,049
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax	853,540	1		(5,694		)	—			—			(5,693		)
Stock-based compensation	—	—		12,373			—			—			12,373
Adoption of ASU 2017-12	—	—		—			—			(50		)	(50		)
Other comprehensive loss	—	—		—			(1,863		)	—			(1,863		)
Net income	—	—		—			—			18,936			18,936
Balances, September 29, 2018	74,101,623	$	75	$	857,505		$	1,158		$	(368,687	)	$	490,051
	Three Months Ended September 29, 2018
Balances, June 30, 2018	73,358,108	$	74	$	853,278		$	1,691		$	(376,375	)	$	478,668
Issuance of common stock under the Employee Stock Purchase Plan	268,627	—		2,957			—			—			2,957
Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax	474,888	1		(3,241		)	—			—			(3,240		)
Stock-based compensation	—	—		4,511			—			—			4,511
Other comprehensive loss	—	—		—			(533		)	—			(533		)
Net income	—	—		—			—			7,688			7,688
Balances, September 29, 2018	74,101,623	$	75	$	857,505		$	1,158		$	(368,687	)	$	490,051

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, 2019			September 29, 2018
Cash flows from operating activities:
Net income	$	20,710		$	18,936
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	12,644			10,494
Amortization	20,248			21,876
Amortization (accretion) of discount on investments	(291		)	21
Amortization of operating lease, right-of-use assets	3,921			—
Stock-based compensation expense	17,088			12,421
Amortization of debt issuance costs	132			333
Deferred income tax provision	38			70
Provision for excess and obsolete inventories	8,046			7,414
Loss on disposal of long-lived assets	327			264
Loss on derivative instruments	132			—
Foreign currency transaction (losses) gains	(186		)	409
Changes in assets and liabilities:
Accounts receivable	10,580			(7,569		)
Inventories	(17,246		)	(21,806		)
Prepaid expenses and other current assets	(4,509		)	(1,874		)
Refundable income taxes	782			933
Other assets	(595		)	697
Accounts payable	10,074			10,425
Accrued liabilities	(856		)	(8,882		)
Other liabilities	2,374			2,197
Deferred revenues	3,625			(221		)
Operating lease liabilities	(3,660		)	—
Net cash provided by operating activities	83,378			46,138
Cash flows from investing activities:
Acquisition of property, plant and equipment	(14,242		)	(12,326		)
Proceeds from sale of a subsidiary	93			67
Proceeds from sale of property, plant and equipment	—			23
Purchases of marketable securities	(59,602		)	(18,984		)
Proceeds from maturities and sales of marketable securities	33,704			17,757
Net cash used in investing activities	(40,047		)	(13,463		)
Cash flows from financing activities:
Proceeds from issuances of common stock	7,672			7,712
Tax withholdings related to net share settlements of equity awards	(7,898		)	(5,694		)
Principal repayments on term loan	(18,750		)	(33,750		)
Net cash used in financing activities	(18,976		)	(31,732		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(161		)	(516		)
Net increase in cash, cash equivalents and restricted cash	24,194			427
Cash, cash equivalents and restricted cash, beginning of period	100,546			92,726
Cash, cash equivalents and restricted cash, end of period	$	124,740		$	93,153
Non-cash investing and financing activities:
Change in accounts payable and accrued liabilities related to property, plant and equipment purchases	$	1,062		$	4,724
Operating lease, right-of-use assets obtained in exchange for lease obligations	36,300			—
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net	$	2,875		$	2,513
Cash paid for interest	1,128			2,299

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

7

FORMFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — Basis of Presentation and New Accounting Pronouncements

Basis of Presentation

The 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. However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of December 29, 2018 is derived from our 2018 Annual Report on Form 10-K. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2018 Annual Report on Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

Fiscal Year 

We operate on a 52/53 week fiscal year, whereby the fiscal year ends on the last Saturday of December. Fiscal 2019 and 2018 each contain 52 weeks and the nine months ended September 28, 2019 and September 29, 2018 each contained 39 weeks. Fiscal 2019 will end on December 28, 2019.

Reclassifications

Certain immaterial reclassifications were made to the prior period financial statements to conform to the current period presentation.

Critical Accounting Policies

Our critical accounting policies have not changed during the nine months ended September 28, 2019 from those disclosed in our Annual Report on Form 10-K for the year ended December 29, 2018.

New Accounting Pronouncements

ASU 2018-15

In August 2018, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ("ASU") 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." The new guidance clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018-15 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. ASU 2018-15 should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We have not yet determined the impact of this standard on our financial statements.

ASU 2016-02, ASU 2018-10, ASU 2018-11 and ASU 2019-01

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which requires the recognition of right-of-use assets and lease liabilities for all long-term leases, including operating leases, on the balance sheet. ASU 2016-02 was amended in July 2018 by both ASU 2018-10, "Codification Improvements to Topic 842, Leases," and ASU 2018-11, "Leases (Topic 842): Targeted Improvements" and in March 2019 by ASU 2019-01, "Leases (Topic 842): Codification Improvements." ASU 2016-02 provides additional guidance on the measurement of the right-of-use assets and lease liabilities and requires enhanced disclosures about our leasing arrangements. We adopted Topic 842 and all related amendments on December 30, 2018, the first day of fiscal 2019, using the modified transition approach. The modified transition approach permits a company to use its effective date as the date of initial application to apply the standard to its leases, and, therefore, not restate comparative prior period financial information. Consequently, prior period financial information is not updated, and the disclosures required under the new standard will not be provided for dates and periods before December 30, 2018. The standard provides several optional practical expedients in transition. We elected the ‘package of practical expedients,’ which permits us to not reassess, under the new standard, our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption. This means, for those leases that qualify, we will not recognize a right-of-use asset or lease liability, and this includes not recognizing right-of-use assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components for all our leases. The adoption of the lease standard did not have any effect on our previously reported Condensed

8

Consolidated Statements of Income and did not result in a cumulative catch-up adjustment to opening equity. See Note 12 for additional information.

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 Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Intel Corporation	23.9	%	24.5	%	23.8	%	18.0	%
SK Hynix Inc.	13.5		*		10.6		10.2
Micron Technology, Inc.	11.9		12.0		*		10.1
Samsung Electronics., LTD.	*		*		10.0		*
	49.3	%	36.5	%	44.4	%	38.3	%

*Represents less than 10% of total revenues.

At September 28, 2019, two customers accounted for 18.8% and 17.4% of gross accounts receivable, respectively. At December 29, 2018, two customers accounted for 27.8% and 13.0% of gross accounts receivable, respectively.

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, 2019		December 29, 2018
Raw materials	$	39,395	$	43,380
Work-in-progress	31,486		20,431
Finished goods	15,108		13,895
	$	85,989	$	77,706

Note 4 — Goodwill and Intangible Assets

Goodwill by reportable segment was as follows (in thousands):

	Probe Cards		Systems			Total
Goodwill, gross, as of December 30, 2017	$	172,482	$	17,438		$	189,920
Foreign currency translation	—		(706		)	(706		)
Goodwill, gross, as of December 29, 2018	172,482		16,732			189,214
Foreign currency translation	—		(655		)	(655		)
Goodwill, gross, as of September 28, 2019	$	172,482	$	16,077		$	188,559

We have not recorded any goodwill impairments in the nine months ended September 28, 2019.

9

Intangible assets were as follows (in thousands):

	September 28, 2019						December 29, 2018
Other Intangible Assets	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Existing developed technologies	$	142,890	$	110,943	$	31,947	$	143,408	$	97,111	$	46,297
Trade name	7,576		6,893		683		12,023		9,173		2,850
Customer relationships	39,990		25,566		14,424		40,146		21,653		18,493
	$	190,456	$	143,402	$	47,054	$	195,577	$	127,937	$	67,640

In the current quarter we disposed of certain fully amortized trade names.

Amortization expense was included in our Condensed Consolidated Statements of Income as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Cost of revenues	$	4,707	$	5,123	$	14,137	$	15,418
Selling, general and administrative	1,372		2,389		6,111		6,458
	$	6,079	$	7,512	$	20,248	$	21,876

The estimated future amortization of intangible assets is as follows (in thousands):

Fiscal Year	Amount
Remainder of 2019	$	6,065
2020	23,243
2021	12,546
2022	3,467
2023	1,733
	$	47,054

Note 5 — Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

	September 28, 2019		December 29, 2018
Accrued compensation and benefits	$	15,640	$	15,600
Accrued employee stock purchase plan contributions withheld	1,431		3,174
Accrued warranty	1,793		2,102
Accrued income and other taxes	7,218		4,222
Other accrued expenses	3,933		2,633
	$	30,015	$	27,731

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Note 6 — Restructuring Charges

Restructuring charges in the first nine months of fiscal 2019 consisted of costs related to employee termination benefits, cost of long-lived asset abandonment and inventory write downs.

Restructuring charges were included in our Condensed Consolidated Statement of Income as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Cost of revenues	$	—	$	—	$	258	$	—
Selling, general and administrative	22		—		199		—
	$	22	$	—	$	457	$	—

Changes to the restructuring accrual in the nine months ended September 28, 2019 were as follows (in thousands):

	Employee Severance and Benefits			Other Costs			Total Accrual
December 29, 2018	$	20		$	—		$	20
Restructuring charges	184			273			457
Cash payments	(128		)	—			(128		)
Non-cash settlement	—			(273		)	(273		)
September 28, 2019	$	76		$	—		$	76

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 three and nine months ended September 28, 2019 or the year ended December 29, 2018.

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

No changes were made to our valuation techniques during the first nine months of fiscal 2019.

11

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, 2019	Level 1		Level 2		Total
Assets:
Cash equivalents:
Money market funds	$	959	$	—	$	959
Marketable securities:
U.S. treasuries	31,832		—		31,832
Certificates of deposit	—		3,648		3,648
U.S. agency securities	—		3,088		3,088
Corporate bonds	—		33,737		33,737
Commercial paper	—		4,720		4,720
	31,832		45,193		77,025
Foreign exchange derivative contracts	—		93		93
Interest rate swap derivative contracts	—		86		86
Total assets	$	32,791	$	45,372	$	78,163
Liabilities:
Foreign exchange derivative contracts	$	—	$	739	$	739

December 29, 2018	Level 1		Level 2		Total
Assets:
Cash equivalents:
Money market funds	$	1,184	$	—	$	1,184
Marketable securities:
U.S. treasuries	7,997		—		7,997
Certificates of deposit	—		957		957
U.S. agency securities	—		8,608		8,608
Corporate bonds	—		30,674		30,674
Commercial paper	—		2,295		2,295
	7,997		42,534		50,531
Interest rate swap derivative contracts	—		871		871
Total assets	$	9,181	$	43,405	$	52,586

 

We did not have any liabilities measured at fair value on a recurring basis at December 29, 2018.

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 income 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.

12

Interest Rate Swaps

The fair value of our interest rate swap contracts 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 contracts qualify for, and are designated as, cash flow hedges. The cash flows associated with the interest rate swaps are reported in Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows and the fair value of the interest rate swap contracts are recorded within Prepaid expenses and other current assets in our Condensed Consolidated Balance Sheets.

The impact of the interest rate swaps on our Condensed Consolidated Statements of Income was as follows (in thousands):

	Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative			Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income		Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)	Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion )
Three Months Ended September 28, 2019	$	12		Interest expense	$	113	Interest expense	$	—
Three Months Ended September 29, 2018	$	62		Interest expense	$	196	Interest expense	$	—
Nine Months Ended September 28, 2019	$	(78	)	Interest expense	$	496	Interest expense	$	—
Nine Months Ended September 29, 2018	$	418		Interest expense	$	514	Interest expense	$	—

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 (expense), 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 income 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. At September 28, 2019, we expect to reclassify $0.6 million of the amount accumulated in other comprehensive income (loss) to earnings during the next 12 months, due to the recognition in earnings of the hedged forecasted transactions.

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, 2019 will mature by the second quarter of fiscal 2020.

13

The following table provides information about our foreign currency forward contracts outstanding as of September 28, 2019 (in thousands):

Currency	Contract Position	Contract Amount (Local Currency)		Contract Amount (U.S. Dollars)
Euro Dollar	Buy	(924	)	$	(1,715	)
Japanese Yen	Sell	2,974,829		27,613
Korean Won	Sell	3,019,313		2,516
Total USD notional amount of outstanding foreign exchange contracts				$	28,414

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

The impact of foreign exchange derivative contracts not designated as cash flow hedges on our Condensed Consolidated Statements of Income was as follows (in thousands):

		Amount of Gain (Loss) Recognized on Derivatives
		Three Months Ended					Nine Months Ended
Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized on Derivatives	September 28, 2019			September 29, 2018		September 28, 2019		September 29, 2018
Foreign exchange forward contracts	Other income (expense), net	$	(76	)	$	706	$	198	$	923

The impact of foreign exchange derivative contracts designated as cash flow hedges on our Condensed Consolidated Statements of Income was as follows (in thousands):

	Amount of Loss Recognized in Accumulated OCI on Derivative		Location of Loss Reclassified from Accumulated OCI into Income	Amount of Loss Reclassified from Accumulated OCI into Income
Three Months Ended September 28, 2019	$	642	Cost of revenues	$	126
			Research and development	23
			Selling, general and administrative	58
				$	207
Three Months Ended September 29, 2018	$	—		$	—
Nine Months Ended September 28, 2019	$	1,096	Cost of revenues	$	297
			Research and development	42
			Selling, general and administrative	109
				$	448
Nine Months Ended September 29, 2018	$	—		$	—

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

We measure and report goodwill and intangible assets at fair value on a non-recurring basis if we determine these assets to be impaired or in the period when we make a business acquisition. There were no assets or liabilities measured at fair value on a nonrecurring basis during the three and nine months ended September 28, 2019 or September 29, 2018.

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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 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 continuously 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, 2019			September 29, 2018
Balance at beginning of period	$	2,102		$	3,662
Accruals	2,742			3,168
Settlements	(3,051		)	(4,373		)
Balance at end of period	$	1,793		$	2,457

Note 9 — Stockholders’ Equity and Stock-Based Compensation

Common Stock Repurchase Program

In February 2017, our Board of Directors authorized a program to repurchase up to $25 million of outstanding common stock to offset potential dilution from issuances of common stock under our employee stock purchase plan and equity incentive plan. The share repurchase program will expire on February 1, 2020. Repurchased shares are retired upon the settlement of the related transactions with the excess of cost over par value charged to additional paid-in capital. All repurchases are made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

During the nine months ended September 28, 2019, we did not repurchase any shares. As of September 28, 2019, $6.0 million remained available for future repurchases.

Restricted Stock Units

Restricted stock unit ("RSU") activity under our equity incentive plan was as follows:

 

	Units		Weighted Average Grant Date Fair Value
RSUs at December 29, 2018	3,102,226		$	12.79
Awards granted	1,487,200		15.01
Awards vested	(1,366,925	)	11.89
Awards forfeited	(130,677	)	13.35
RSUs at September 28, 2019	3,091,824		$	14.24

The total fair value of RSUs vested during the nine months ended September 28, 2019 was $22.9 million.

Performance Restricted Stock Units

We may grant Performance RSUs ("PRSUs") to certain executives, which vest based upon us achieving certain market performance criteria.

15

On June 4, 2019, we granted a total of 273,000 PRSUs to certain senior executives for a total grant date fair value of $4.4 million, which will be recognized ratably over the requisite service period. The performance criteria are based on a metric called Total Shareholder Return ("TSR") for the period from July 1, 2019 to June 30, 2022, relative to the TSR of the companies identified as being part of the S&P Semiconductor Select Industry Index (FormFactor peer companies) as of June 29, 2019.

There were no other PRSUs granted during the nine months ended September 28, 2019. PRSUs are included as part of the RSU activity above.

Stock Options

Stock option activity under our equity incentive plan was as follows:

	Options Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years	Aggregate Intrinsic Value
Outstanding at December 29, 2018	524,725		$	8.00
Options exercised	(112,956	)	6.67
Outstanding at September 28, 2019	411,769		$	8.36	2.40	$	4,167,393
Vested and expected to vest at September 28, 2019	411,769		$	8.36	2.40	$	4,167,393
Exercisable at September 28, 2019	411,769		$	8.36	2.40	$	4,167,393

Employee Stock Purchase Plan

Information related to activity under our Employee Stock Purchase Plan ("ESPP") was as follows:

	Nine Months Ended
	September 28, 2019
Shares issued	544,271
Weighted average per share purchase price	$	12.51
Weighted average per share discount from the fair value of our common stock on the date of issuance	$	3.40

Stock-Based Compensation

Stock-based compensation was included in our Condensed Consolidated Statements of Income as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Cost of revenues	$	1,117	$	832	$	3,031	$	2,565
Research and development	1,729		1,312		4,830		3,870
Selling, general and administrative	3,658		2,393		9,227		5,986
Total stock-based compensation	$	6,504	$	4,537	$	17,088	$	12,421

 

Unrecognized Compensation Costs

At September 28, 2019, the unrecognized stock-based compensation was as follows (dollars in thousands): 

	Unrecognized Expense		Average Expected Recognition Period in Years
Restricted stock units	$	27,942	2.11
Performance restricted stock units	7,597		2.17
Employee stock purchase plan	1,114		0.34
Total unrecognized stock-based compensation expense	$	36,653	2.07

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Note 10 — Net Income per Share

The following table reconciles the shares used in calculating basic net income per share and diluted net income per share (in thousands):

	Three Months Ended		Nine Months Ended
	September 28, 2019	September 29, 2018	September 28, 2019	September 29, 2018
Weighted-average shares used in computing basic net income per share	75,280	73,837	74,749	73,273
Add potentially dilutive securities	2,011	1,125	2,014	1,355
Weighted-average shares used in computing diluted net income per share	77,291	74,962	76,763	74,628
Securities not included as they would have been antidilutive	—	5	23	21

Note 11 — Commitments and Contingencies

Leases

See Note 12.

Contractual Commitments and Purchase Obligations

Our purchase obligations and other contractual obligations have not materially changed as of September 28, 2019 from those disclosed in our Annual Report on Form 10-K for the year ended December 29, 2018.

Legal Matters

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. As of September 28, 2019, and as of the filing of this Quarterly Report on Form 10-Q, we were not involved in any material legal proceedings.

Note 12 — Leases

We lease real estate space under non-cancelable operating lease agreements for commercial and industrial space, as well as for our corporate headquarters located in Livermore, California. Our leases have remaining terms of 1 to 9 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 to 4 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 8 years at September 28, 2019 and the weighted-average discount rate was 4.7%.

The components of lease expense were as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Lease expense:
Operating lease expense	$	1,726	$	—	$	5,205	$	—
Short-term lease expense	53		—		101		—
Variable lease expense	252		—		920		—
	$	2,031	$	—	$	6,226	$	—

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Future minimum payments under our non-cancelable operating leases were as follows as of September 28, 2019 (in thousands):

Fiscal Year	Amount
Remainder of 2019	$	1,753
2020	6,855
2021	5,984
2022	4,928
2023	4,430
Thereafter	20,403
	$	44,353

Note 13 — Revenue

Transaction price allocated to the remaining performance obligations: On September 28, 2019, we had $4.1 million of remaining performance obligations, which were comprised of deferred service contracts and extended warranty contracts not yet delivered. We expect to recognize approximately 31% of our remaining performance obligations as revenue in the remainder of fiscal 2019, approximately 50% in fiscal 2020, and approximately 19% in fiscal 2021 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 doubtful accounts. 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, 2019 and December 29, 2018 were $1.4 million and $0.3 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 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 on a contract-by-contract basis at the end of each reporting period as a component of Deferred revenue and Other liabilities. Contract liabilities as of September 28, 2019 and December 29, 2018 were $9.3 million and $5.7 million, respectively. During the three and nine months ended September 28, 2019, we recognized $1.0 million and $3.9 million of revenue, respectively, that was included in contract liabilities as of December 29, 2018.

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 14 of Notes to Condensed Consolidated Financial Statements for further details.

Note 14 — Operating Segments and Enterprise-Wide Information

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

	Three Months Ended
	September 28, 2019												September 29, 2018
	Probe Cards			Systems			Corporate and Other			Total			Probe Cards			Systems			Corporate and Other			Total
Revenues	$	116,447		$	24,157		$	—		$	140,604		$	111,606		$	23,383		$	—		$	134,989
Gross profit	$	48,127		$	13,015		$	(5,824	)	$	55,318		$	47,675		$	11,250		$	(5,955	)	$	52,970
Gross margin	41.3		%	53.9		%	—		%	39.3		%	42.7		%	48.1		%	—		%	39.2		%

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	Nine Months Ended
	September 28, 2019												September 29, 2018
	Probe Cards			Systems			Corporate and Other			Total			Probe Cards			Systems			Corporate and Other			Total
Revenues	$	338,187		$	72,648		$	—		$	410,835		$	318,120		$	70,668		$	—		$	388,788
Gross profit	$	141,913		$	38,703		$	(17,425	)	$	163,191		$	138,182		$	34,118		$	(17,983	)	$	154,317
Gross margin	42.0		%	53.3		%	—		%	39.7		%	43.4		%	48.3		%	—		%	39.7		%

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

Corporate and Other includes unallocated expenses relating to amortization of intangible assets, share-based compensation, and restructuring charges, net, 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, 2019						September 29, 2018
	Probe Cards		Systems		Total		Probe Cards		Systems		Total
Market:
Foundry & Logic	$	68,431	$	—	$	68,431	$	61,270	$	—	$	61,270
DRAM	39,425		—		39,425		37,359		—		37,359
Flash	8,591		—		8,591		12,977		—		12,977
Systems	—		24,157		24,157		—		23,383		23,383
Total	$	116,447	$	24,157	$	140,604	$	111,606	$	23,383	$	134,989
Timing of revenue recognition:
Products transferred at a point in time	$	115,324	$	23,561	$	138,885	$	111,020	$	22,422	$	133,442
Services transferred over time	1,123		596		1,719		586		961		1,547
Total	$	116,447	$	24,157	$	140,604	$	111,606	$	23,383	$	134,989
Geographical region:
United States	$	28,400	$	5,265	$	33,665	$	34,398	$	5,729	$	40,127
South Korea	22,779		818		23,597		19,437		1,437		20,874
China	24,427		6,956		31,383		16,928		5,152		22,080
Taiwan	16,513		1,742		18,255		19,032		777		19,809
Japan	13,640		3,289		16,929		10,462		4,273		14,735
Europe	5,754		3,794		9,548		5,499		3,629		9,128
Asia-Pacific1	3,516		2,149		5,665		5,557		1,673		7,230
Rest of the world	1,418		144		1,562		293		713		1,006
Total	$	116,447	$	24,157	$	140,604	$	111,606	$	23,383	$	134,989

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	Nine Months Ended
	September 28, 2019						September 29, 2018
	Probe Cards		Systems		Total		Probe Cards		Systems		Total
Market:
Foundry & Logic	$	213,453	$	—	$	213,453	$	181,819	$	—	$	181,819
DRAM	104,355		—		104,355		105,716		—		105,716
Flash	20,379		—		20,379		30,585		—		30,585
Systems	—		72,648		72,648		—		70,668		70,668
Total	$	338,187	$	72,648	$	410,835	$	318,120	$	70,668	$	388,788
Timing of revenue recognition:
Products transferred at a point in time	$	335,054	$	70,831	$	405,885	$	316,495	$	67,794	$	384,289
Services transferred over time	3,133		1,817		4,950		$	1,625	$	2,874	4,499
Total	$	338,187	$	72,648	$	410,835	$	318,120	$	70,668	$	388,788
Geographical region:
United States	$	88,127	$	18,170	$	106,297	$	89,441	$	16,227	$	105,668
South Korea	75,157		3,334		78,491		$	57,540	$	4,365	61,905
China	58,882		14,699		73,581		36,975		12,018		48,993
Taiwan	50,596		4,918		55,514		$	71,863	$	5,896	77,759
Japan	31,807		11,647		43,454		$	31,355	$	10,550	41,905
Europe	15,601		14,088		29,689		$	15,189	$	14,991	30,180
Asia-Pacific1	12,568		4,043		16,611		$	14,710	$	4,567	19,277
Rest of the world	5,449		1,749		7,198		$	1,047	$	2,054	3,101
Total	$	338,187	$	72,648	$	410,835	$	318,120	$	70,668	$	388,788

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

Note 15 — Subsequent Events

Acquisition of FRT GmbH

On October 9, 2019, subsequent to the balance sheet date, we acquired 100.0% of the shares of FRT GmbH, a Germany based company, for total consideration of €19.7 million subject to normal working capital adjustments. Up to €10.3 million of additional cash consideration may be payable subject to the performance of the acquired business in 2020. This acquisition strengthens our leadership in test and measurement by expanding our addressable market into 3D surface metrology and extending the optical applications scope of our existing Systems segment.

The transaction will be accounted for in accordance with the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date including acquired in-process research and development assets. Due to the limited time since the acquisition date, the initial purchase allocation for the business combination is incomplete at this time. Disclosures regarding amounts recognized for major classes of assets acquired and liabilities assumed will be provided once the initial accounting is completed. The acquired subsidiary is not expected to be material to the Company’s operations and overall financial position.

We expensed $0.2 million of costs relating to legal, financial and due diligence services performed in connection with this transaction, which are included in Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income for the three and nine months ended September 28, 2019.

Credit Facility Agreement

On October 25, 2019, FormFactor GmbH and ATT Advanced Temperature Test Systems GmbH, our wholly owned subsidiaries, entered into a credit facility agreement (the "Credit Facility Agreement") with HSBC Trinkaus & Burkhardt AG. The Credit Facility Agreement provides for a three-year loan in the amount of €21.0 million (the "Credit Facility"). The Credit Facility bears interest at a rate equal to the Euro Interbank Offered Rate ("EURIBOR") plus 1.75% per annum. The Credit Facility will be repaid in quarterly installments of €1.75 million plus interest beginning January 25, 2020.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Securities Exchange Act of 1934 and the Securities Act of 1933, which are subject to risks and uncertainties. The forward-looking statements include statements concerning, among other things, our business strategy, financial and operating results, gross margins, liquidity and capital expenditure requirements, impact of accounting standards and our share repurchase plan. In some cases, you can identify these statements by forward-looking words, such as "may," "might," "will," "could," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "intend" and "continue," the negative or plural of these words and other comparable terminology.

The forward-looking statements are only predictions based on our current expectations and our projections about future events. All forward-looking statements included in this Quarterly Report on Form 10-Q are based upon information available to us as of the filing date of this Quarterly Report on Form 10-Q. You should not place undue reliance on these forward-looking statements. We have no obligation to update any of these statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements, including risks related to general market trends, our ability to execute our business strategy 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 29, 2018 and in this Quarterly Report on Form 10-Q. You should carefully consider the numerous risks and uncertainties described under these sections.

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the accompanying notes contained in this Quarterly Report on Form 10-Q. Unless expressly stated or the context otherwise requires, the terms “we,” “our,” “us” and “FormFactor” refer to FormFactor, Inc. and its subsidiaries.

Overview

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

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 and thermal sub-systems are included in the Systems segment.

We generated net income of $20.7 million in the first nine months of fiscal 2019 as compared to $18.9 million in the first nine months of fiscal 2018. The increase in net income was primarily due to higher revenues, partially offset by higher operating expenses and a higher effective income tax rate.

Critical Accounting Policies and the Use of Estimates

Management’s Discussion and Analysis and Note 2 to the Consolidated Financial Statements in our 2018 Annual Report on Form 10-K describe the significant accounting estimates and critical accounting policies used in preparation of the Consolidated Financial Statements. Actual results in these areas could differ from management’s estimates. During the nine months ended September 28, 2019, there were no significant changes in our critical accounting policies or estimates from those reported in our Annual Report on Form 10-K for the year ended December 29, 2018, which was filed with the Securities and Exchange Commission on February 26, 2019.

21

Results of Operations

The following table sets forth our operating results as a percentage of revenues for the periods indicated:

 

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Revenues	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenues	60.7		60.8		60.3		60.3
Gross profit	39.3		39.2		39.7		39.7
Operating expenses:
Research and development	14.3		14.0		14.6		14.6
Selling, general and administrative	18.4		18.3		18.8		18.9
Total operating expenses	32.7		32.3		33.4		33.5
Operating income	6.6		6.9		6.3		6.2
Interest income	0.5		0.3		0.5		0.2
Interest expense	(0.3	)	(0.6	)	(0.4	)	(0.7	)
Other income (expense), net	0.2		0.1		0.1		(0.2	)
Income before income taxes	7.0		6.7		6.5		5.5
Provision for income taxes	1.1		1.0		1.5		0.9
Net income	5.9	%	5.7	%	5.0	%	4.6	%

Revenues by Segment and Market

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
	(In thousands)
Probe Cards	$	116,447	$	111,606	$	338,187	$	318,120
Systems	24,157		23,383		72,648		70,668
	$	140,604	$	134,989	$	410,835	$	388,788

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	Three Months Ended
	September 28, 2019		% of Revenues		September 29, 2018		% of Revenues		$ Change			% Change
	(Dollars in thousands)
Probe Cards Markets:
Foundry & Logic	$	68,431	48.7	%	$	61,270	45.4	%	$	7,161		11.7	%
DRAM	39,425		28.0		37,359		27.7		2,066			5.5
Flash	8,591		6.1		12,977		9.6		(4,386		)	(33.8	)
Systems Market:
Systems	24,157		17.2		23,383		17.3		774			3.3
Total revenues	$	140,604	100.0	%	$	134,989	100.0	%	$	5,615		4.2	%
	Nine Months Ended
	September 28, 2019		% of Revenues		September 29, 2018		% of Revenues		$ Change			% Change
	(Dollars in thousands)
Probe Cards Markets:
Foundry & Logic	$	213,453	51.9	%	$	181,819	46.7	%	$	31,634		17.4	%
DRAM	104,355		25.4		105,716		27.2		(1,361		)	(1.3	)
Flash	20,379		5.0		30,585		7.9		(10,206		)	(33.4	)
Systems Market:
Systems	72,648		17.7		70,668		18.2		1,980			2.8
Total revenues	$	410,835	100.0	%	$	388,788	100.0	%	$	22,047		5.7	%

The increases in Foundry & Logic product revenue for the three months ended September 28, 2019, compared to the three months ended September 29, 2018, was driven by market penetration with a large semiconductor foundry. The increase in Foundry & Logic product revenue for the nine months ended September 28, 2019, compared to the nine months ended September 29, 2018, was primarily the result of lower demand in the prior year from one major customer as a result of delays in its node transitions. This major customer accounted for 23.8% of total revenues for the nine months ended September 28, 2019, compared to 18.0% for the nine months ended September 29, 2018.

The decreases in Flash product revenue for the three and nine months ended September 28, 2019, compared to the three and nine months ended September 29, 2018, were driven by decreased unit sales as a result of decreased customer demand.

The increases in Systems product revenue for the three and nine months ended September 28, 2019, compared to the three and nine months ended September 29, 2018, were driven by increased sales of probe stations, which includes a new 200mm platform, partially offset by lower revenue from thermal sub-systems.

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Revenues by Geographic Region

	Three Months Ended								Nine Months Ended
	September 28, 2019		% of Revenue		September 29, 2018		% of Revenue		September 28, 2019		% of Revenue		September 29, 2018		% of Revenue
	(Dollars in thousands)
United States	$	33,665	23.9	%	$	40,127	29.7	%	$	106,297	25.9	%	$	105,668	27.2	%
South Korea	23,597		16.8		20,874		15.5		78,491		19.1		61,905		15.9
China	31,383		22.3		22,080		16.4		73,581		17.9		48,993		12.6
Taiwan	18,255		13.0		19,809		14.7		55,514		13.5		77,759		20.0
Japan	16,929		12.0		14,735		10.9		43,454		10.6		41,905		10.8
Europe	9,548		6.8		9,128		6.8		29,689		7.2		30,180		7.8
Asia-Pacific1	5,665		4.0		7,230		5.4		16,611		4.0		19,277		5.0
Rest of the world	1,562		1.2		1,006		0.6		7,198		1.8		3,101		0.7
Total revenues	$	140,604	100.0	%	$	134,989	100.0	%	$	410,835	100.0	%	$	388,788	100.0	%

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

Geographic revenue information is based on the location to which we ship the product. For example, if a certain South Korean customer purchases through their 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, 2019, compared to the three and nine months ended September 29, 2018, were primarily attributable to changes in customer demand, shifts in customer regional manufacturing strategies, and product sales mix. The most significant change in revenue by geographic region for the three and nine months ended September 28, 2019, compared to the three and nine months ended September 29, 2018 was within China, which was attributable to shifts in customer regional manufacturing strategies with large multinationals.

Cost of Revenues and Gross Margins

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

Our gross profit and gross margin were as follows (dollars in thousands):

	Three Months Ended
	September 28, 2019			September 29, 2018			$ Change		% Change
Gross profit	$	55,318		$	52,970		$	2,348	4.4	%
Gross margin	39.3		%	39.2		%
	Nine Months Ended
	September 28, 2019			September 29, 2018			$ Change		% Change
Gross profit	$	163,191		$	154,317		$	8,874	5.8	%
Gross margin	39.7		%	39.7		%

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Our gross profit and gross margin by segment were as follows (dollars in thousands):

	Three Months Ended
	September 28, 2019												September 29, 2018
	Probe Cards			Systems			Corporate and Other			Total			Probe Cards			Systems			Corporate and Other			Total
Gross profit	$	48,127		$	13,015		$	(5,824	)	$	55,318		$	47,675		$	11,250		$	(5,955	)	$	52,970
Gross margin	41.3		%	53.9		%	—		%	39.3		%	42.7		%	48.1		%	—		%	39.2		%
	Nine Months Ended
	September 28, 2019												September 29, 2018
	Probe Cards			Systems			Corporate and Other			Total			Probe Cards			Systems			Corporate and Other			Total
Gross profit	$141,913			$	38,703		$	(17,425	)	$	163,191		$138,182			$	34,118		$	(17,983	)	$	154,317
Gross margin	42.0		%	53.3		%	—		%	39.7		%	43.4		%	48.3		%	—		%	39.7		%

Probe Cards

For the three and nine months ended September 28, 2019, gross profit increased compared to the three and nine months ended September 29, 2018, primarily due to increased sales and higher factory utilization, offset by less favorable product mix. Gross margins decreased due to less favorable product mix.

Systems

For the three and nine months ended September 28, 2019, gross profit and gross margin increased compared to the three and nine months ended September 29, 2018, due to increased sales and a favorable product mix.

Corporate and Other

Corporate and Other includes unallocated expenses relating to amortization of intangible assets, share-based compensation expense, and restructuring charges, net, which are not used in evaluating the results of, or in allocating resources to, our reportable segments.

Overall

Gross profit and gross margin fluctuate with revenue levels, product mix, selling prices, factory loading and material costs. For the three and nine months ended September 28, 2019, compared to the three and nine months ended September 29, 2018, gross profit increased due to increased sales while gross margins remained relatively consistent with fluctuations in product mix and factory utilizations.

Cost of revenues included stock-based compensation expense as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Stock-based compensation	$	1,117	$	832	$	3,031	$	2,565

Future gross margins may be adversely impacted by lower revenues, unfavorable product mix and lower factory utilization even though we have taken significant steps to reduce our operating cost structure. Our gross margins may also be adversely affected if we are required to record additional inventory write-downs for estimated average selling prices that are below cost or because of a decrease in demand.

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Research and Development

	Three Months Ended
	September 28, 2019			September 29, 2018			$ Change		% Change
	(Dollars in thousands)
Research and development	$	20,096		$	18,857		$	1,239	6.6	%
% of revenues	14.3		%	14.0		%
	Nine Months Ended
	September 28, 2019			September 29, 2018			$ Change		% Change
	(Dollars in thousands)
Research and development	$	59,893		$	56,578		$	3,315	5.9	%
% of revenues	14.6		%	14.6		%

The increases in research and development expenses in the three and nine months ended September 28, 2019 when compared to the corresponding periods in the prior year were primarily driven by annual compensation and benefit adjustments, partially offset by a decrease in project material costs.

A detail of the changes is as follows (in millions):

	Three Months Ended September 28, 2019 compared to Three Months Ended September 29, 2018			Nine Months Ended September 28, 2019 compared to Nine Months Ended September 29, 2018
Employee compensation costs	$	1.1		$	2.5
Stock-based compensation	0.4			1.0
Project material costs	(0.6		)	(1.1		)
Depreciation	0.1			0.4
Other general operations	0.2			0.5
	$	1.2		$	3.3

Research and development included stock-based compensation expense as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Stock-based compensation	$	1,729	$	1,312	$	4,830	$	3,870

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Selling, General and Administrative

	Three Months Ended
	September 28, 2019			September 29, 2018			$ Change		% Change
	(Dollars in thousands)
Selling, general and administrative	$	25,887		$	24,745		$	1,142	4.6	%
% of revenues	18.4		%	18.3		%
	Nine Months Ended
	September 28, 2019			September 29, 2018			$ Change		% Change
	(Dollars in thousands)
Selling, general and administrative	$	77,354		$	73,426		$	3,928	5.3	%
% of revenues	18.8		%	18.9		%

The increases in selling, general and administrative in the three and nine months ended September 28, 2019 when compared to the corresponding periods in the prior year were primarily due to higher stock-based compensation related to the timing of annual grants, annual compensation and benefit adjustments, and headcount, offset partially by a decrease in the amortization of intangible assets. The increase for the nine months ended September 28, 2019 when compared to the corresponding period in the prior year was offset partially by a reduction in consulting fees.

A detail of the changes is as follows (in millions):

	Three Months Ended September 28, 2019 compared to Three Months Ended September 29, 2018			Nine Months Ended September 28, 2019 compared to Nine Months Ended September 29, 2018
Stock-based compensation	$	1.3		$	3.2
Employee compensation	0.7			1.7
Consulting fees	—			(1.2		)
Amortization of intangibles	(1.0		)	(0.3		)
General operating expenses	0.1			0.5
	$	1.1		$	3.9

Selling, general and administrative included stock-based compensation expense as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Stock-based compensation	$	3,658	$	2,393	$	9,227	$	5,986

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Interest Income and Interest Expense

	Three Months Ended						Nine Months Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
	(Dollars in thousands)
Interest Income	$	724		$	369		$	1,988		$	952
Weighted average balance of cash and investments	$	193,092		$	134,516		$	173,975		$	136,986
Weighted average yield on cash and investments	2.02		%	1.50		%	2.07		%	1.46		%
Interest Expense	$	422		$	777		$	1,539		$	2,654
Average debt outstanding	$	46,250		$	84,725		$	56,113		$	96,003
Weighted average interest rate on debt	4.26		%	4.09		%	4.42		%	3.88		%

Interest income is earned on our cash, cash equivalents, restricted cash and marketable securities. The increases in interest income for the three and nine months ended September 28, 2019 compared with the corresponding periods of the prior year were attributable to higher investment yields, as well as higher average investment balances.

Interest expense primarily includes interest on our term loan and interest-rate swap derivative contracts, as well as term loan issuance costs amortization charges. The decreases in interest expense for the three and nine months ended September 28, 2019 compared to the same periods of the prior year were primarily due to lower outstanding debt balances as a result of principal payments made, partially offset by higher interest rates.

Other Income (Expense), Net

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

Provision for Income Taxes

	Three Months Ended						Nine Months Ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
	(In thousands, except percentages)
Provision for income taxes	$	1,584		$	1,393		$	5,906		$	3,334
Effective tax rate	16.1		%	15.3		%	22.2		%	15.0		%

Provision for income taxes reflects the tax provision on our operations in foreign and U.S. jurisdictions, offset by tax benefits from lapsing of statute of limitations related to uncertain tax positions in the U.S. and excess tax benefits from share based compensation plans. In the fourth quarter of fiscal 2018, we released our valuation allowance against certain U.S. deferred tax assets as sufficient positive evidence existed to support the realization of such deferred tax assets, resulting in an increase in our effective tax rate for the three and nine months ended September 28, 2019 compared to the three and nine months ended September 29, 2018.

Liquidity and Capital Resources

Capital Resources

Our working capital was $247.9 million at September 28, 2019, compared to $235.3 million at December 29, 2018.

Cash and cash equivalents primarily consist of deposits held at banks and money market funds. Marketable securities primarily consist of U.S. treasuries, U.S. agency securities and corporate bonds. 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 $200.0 million at September 28, 2019, compared to $149.0 million at December 29, 2018. We believe that we will be able to satisfy our working capital requirements and scheduled term loan repayments for at least the next twelve months with the liquidity provided by our existing cash, cash equivalents, marketable securities and cash provided by operations. To the extent necessary, we may consider entering into short and long-

term debt obligations, raising cash through a stock issuance, or obtaining new financing facilities, which may not be available on terms favorable to us. Our future capital requirements may vary materially from those now planned.

After the third quarter ended September 28, 2019, we entered into a loan agreement for €21.0 million; see Note 15 of Notes to Condensed Consolidated Financial Statements for additional information.

If we are unsuccessful in maintaining or growing our revenues, maintaining or reducing our cost structure (in response to an industry demand downturn or other event), or increasing our available cash through debt or equity financings, our cash, cash equivalents and marketable securities may decline in fiscal 2019.

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, 2019			September 29, 2018
	(In thousands)
Net cash provided by operating activities	$	83,378		$	46,138
Net cash used in investing activities	(40,047		)	(13,463		)
Net cash used in financing activities	(18,976		)	(31,732		)

Operating Activities 

Net cash provided by operating activities for the nine months ended September 28, 2019 was primarily attributable to net income of $20.7 million and $62.1 million of net non-cash expenses, offset by changes in operating assets and liabilities.

Accounts receivable, net, decreased $10.6 million to $84.8 million at September 28, 2019, compared to $95.3 million at December 29, 2018, as a result of changes in customer sales mix, timing of customer shipments and timing of customer payments.

Inventories, net, increased $8.3 million to $86.0 million at September 28, 2019, compared to $77.7 million at December 29, 2018, as a result of increased inventory purchases to shorten lead time and improve pricing, and timing of customer demand.

Accounts payable increased $11.0 million to $51.0 million at September 28, 2019, compared to $40.0 million at December 29, 2018, as a result of timing of vendor payments.

Investing Activities

Net cash used in investing activities for the nine months ended September 28, 2019 was primarily related to $25.9 million of net purchases of marketable securities, as well as $14.2 million of cash used in the acquisition of property, plant and equipment.

Financing Activities

Net cash used in financing activities for the nine months ended September 28, 2019 primarily related to $18.8 million of principal payments made towards the repayment of our term loan and $7.9 million related to tax withholdings associated with the net share settlements of our equity awards, partially offset by $7.7 million of proceeds received from issuances of common stock under our employee stock purchase plan and stock option plans.

Debt

2016 Facility

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

The Term Loan bears interest at a rate equal to, at our option, (i) the applicable London Interbank Offered Rate ("LIBOR") rate plus 2.00% per annum or (ii) Base Rate (as defined in the Credit Agreement) plus 1.00% per annum. We have currently elected

28

to pay interest at 2.00% over the one-month LIBOR rate. Interest payments are payable in monthly installments over a five-year period.

On July 25, 2016, we entered into an interest rate swap agreement with HSBC and other lenders to hedge the interest payments on the Term Loan for the notional amount of $95.6 million. As future levels of LIBOR over the life of the loan are uncertain, we entered into these interest-rate swap agreements to hedge the exposure in interest rate risks associated with movement in LIBOR rates. By entering into the agreements, we convert a floating rate interest at one-month LIBOR plus 2% into a fixed rate interest at 2.939%. As of September 28, 2019, the notional amount of the loan that is subject to this interest rate swap is $33.8 million. See Note 7 of Notes to Condensed Consolidated Financial Statements for additional information.

The Term Loan amortizes in equal quarterly installments, which began June 30, 2016, in annual amounts equal to 5% for year one, 10% for year two, 20% for year three, 30% for year four and 35% for year five. The Credit Agreement allows voluntary prepayment to be made at any time to prepay the Term Loan in whole or in part without penalty or premium. As of September 28, 2019, we have made prepayments of $40.0 million in addition to scheduled installments per the Credit Agreement. For the three and nine months ended September 28, 2019, we did not make any prepayments in addition to scheduled installments. We expect the scheduled installments per the Credit Agreement to pay the remaining debt in the next 12 months.

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

The Credit Agreement contains negative covenants customary for financing of this type, as well as certain financial maintenance covenants. As of September 28, 2019, the balance outstanding pursuant to the Term Loan was $46.3 million at an interest rate of 4.1% and we were in compliance with all covenants under the Credit Agreement.

2019 Facility

On October 25, 2019, FormFactor GmbH and ATT Advanced Temperature Test Systems GmbH, our wholly owned subsidiaries, entered into a credit facility agreement (the "Credit Facility Agreement") with HSBC Trinkaus & Burkhardt AG. The Credit Facility Agreement provides for a three-year loan in the amount of €21.0 million (the "credit facility"). The credit facility bears interest at a rate equal to the Euro Interbank Offered Rate ("EURIBOR") plus 1.75% per annum. The credit facility will be repaid in quarterly installments of €1.75 million plus interest beginning January 25, 2020.

Stock Repurchase Program

In February 2017, our Board of Directors authorized a program to repurchase up to $25 million of outstanding common stock to offset potential dilution from issuances of common stock under our stock-based compensation plans. The share repurchase program will expire on February 1, 2020. During the nine months ended September 28, 2019, we did not repurchase any shares of common stock and, as of September 28, 2019, $6.0 million remained available for future repurchases.

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

Contractual Obligations and Commitments

Other than our operating lease commitments as disclosed in Note 12 of Notes to Condensed Consolidated Financial Statements, our contractual obligations and commitments have not materially changed as of September 28, 2019 from those disclosed in our Annual Report on Form 10-K for the year ended December 29, 2018.

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, 2019, we were not involved in any such off-balance sheet arrangements.

Recent Accounting Pronouncements

See Note 1 of Notes to Condensed Consolidated Financial Statements.

29

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 29, 2018. Our exposure to market risk has not changed materially since December 29, 2018.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) 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. 

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PART II - OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes during the nine months ended September 28, 2019 to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 29, 2018. 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 29, 2018 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 6. Exhibits

The following exhibits are filed herewith and this list constitutes the exhibit index.

Exhibit		Incorporated by Reference			Filed
Number	Exhibit Description	Form	Date	Number	Herewith
3.1	Amended and Restated Certificate of Incorporation of the Registrant as filed with the Delaware Secretary of State on June 17, 2003	S-1	October 20, 2003	3.01
3.2	Amended and Restated Bylaws of the Registrant	8-K	July 22, 2016	3.2
31.01	Certification of Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
31.02	Certification of Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
32.01	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				*
101.INS	XBRL Instance Document				X
101.SCH	XBRL Taxonomy Extension Schema Document				X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				X

 ______________________________________

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

31

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

		FormFactor, Inc.
Date:	November 5, 2019	By:	/s/ SHAI SHAHAR
			Shai Shahar
			Chief Financial Officer
			(Duly Authorized Officer, Principal Financial Officer, and Principal Accounting Officer)

32

EX-31.01

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 the quarterly 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.

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, 2019	/s/ MICHAEL D. SLESSOR
		Michael D. Slessor Chief Executive Officer (Principal Executive Officer and Director)

EX-31.02

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 the quarterly 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.

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, 2019	/s/ SHAI SHAHAR
		Shai Shahar Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EX-32.01

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, 2019, 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, 2019	/s/ MICHAEL D. SLESSOR
		Michael D. Slessor Chief Executive Officer (Principal Executive Officer and Director)
Date:	November 5, 2019	/s/ SHAI SHAHAR
		Shai Shahar Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

XML

Stockholders’ Equity and Stock-Based Compensation - Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 6,504	$ 4,537	$ 17,088	$ 12,421
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	1,117	832	3,031	2,565
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	1,729	1,312	4,830	3,870
Selling, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation	$ 3,658	$ 2,393	$ 9,227	$ 5,986

XML

Stockholders’ Equity and Stock-Based Compensation - Additional Information (Details) - USD ($)		9 Months Ended
	Jun. 04, 2019	Sep. 28, 2019	Feb. 28, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amount remaining for future repurchases		$ 6,000,000.0
Equity Incentive Plan | Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total fair value of restricted stock units vested during the period		$ 22,900,000
Awards granted (in shares)		1,487,200
Equity Incentive Plan | PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Awards granted (in shares)	273,000
Awards granted, fair value	$ 4,400,000
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchase program authorized amount			$ 25,000,000

XML

Leases (Tables)

9 Months Ended

Sep. 28, 2019

Leases [Abstract]

Components of Lease Expense

The components of lease expense were as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Lease expense:
Operating lease expense	$	1,726	$	—	$	5,205	$	—
Short-term lease expense	53		—		101		—
Variable lease expense	252		—		920		—
	$	2,031	$	—	$	6,226	$	—

Schedule of Future Minimum Payments Under Leases

Future minimum payments under our non-cancelable operating leases were as follows as of September 28, 2019 (in thousands):

Fiscal Year	Amount
Remainder of 2019	$	1,753
2020	6,855
2021	5,984
2022	4,928
2023	4,430
Thereafter	20,403
	$	44,353

XML

Concentration of Credit and Other Risks (Details) - Customer Concentration Risk	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018	Dec. 29, 2018
Revenue from Contract with Customer Benchmark
Concentration Risk [Line Items]
Concentration risk percentage	49.30%	36.50%	44.40%	38.30%
Revenue from Contract with Customer Benchmark | Intel Corporation
Concentration Risk [Line Items]
Concentration risk percentage	23.90%	24.50%	23.80%	18.00%
Revenue from Contract with Customer Benchmark | Samsung Electronics., LTD.
Concentration Risk [Line Items]
Concentration risk percentage			10.00%
Revenue from Contract with Customer Benchmark | Micron Technology, Inc.
Concentration Risk [Line Items]
Concentration risk percentage	11.90%	12.00%		10.10%
Revenue from Contract with Customer Benchmark | SK Hynix Inc.
Concentration Risk [Line Items]
Concentration risk percentage	13.50%		10.60%	10.20%
Accounts Receivable | Major Customer 1
Concentration Risk [Line Items]
Concentration risk percentage			18.80%		27.80%
Accounts Receivable | Major Customer 2
Concentration Risk [Line Items]
Concentration risk percentage			17.40%		13.00%

XML

Restructuring Charges

9 Months Ended

Sep. 28, 2019

Restructuring and Related Activities [Abstract]

Restructuring Charges

Restructuring Charges

Restructuring charges in the first nine months of fiscal 2019 consisted of costs related to employee termination benefits, cost of long-lived asset abandonment and inventory write downs.

Restructuring charges were included in our Condensed Consolidated Statement of Income as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Cost of revenues	$	—	$	—	$	258	$	—
Selling, general and administrative	22		—		199		—
	$	22	$	—	$	457	$	—

Changes to the restructuring accrual in the nine months ended September 28, 2019 were as follows (in thousands):

	Employee Severance and Benefits			Other Costs			Total Accrual
December 29, 2018	$	20		$	—		$	20
Restructuring charges	184			273			457
Cash payments	(128		)	—			(128		)
Non-cash settlement	—			(273		)	(273		)
September 28, 2019	$	76		$	—		$	76

XML

Inventories

9 Months Ended

Sep. 28, 2019

Inventory Disclosure [Abstract]

Inventories

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, 2019		December 29, 2018
Raw materials	$	39,395	$	43,380
Work-in-progress	31,486		20,431
Finished goods	15,108		13,895
	$	85,989	$	77,706

XML

Commitments and Contingencies

9 Months Ended

Sep. 28, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Leases

See Note 12.

Contractual Commitments and Purchase Obligations

Our purchase obligations and other contractual obligations have not materially changed as of September 28, 2019 from those disclosed in our Annual Report on Form 10-K for the year ended December 29, 2018.

Legal Matters

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. As of September 28, 2019, and as of the filing of this Quarterly Report on Form 10-Q, we were not involved in any material legal proceedings.

XML

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 28, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill by Reportable Segments

Goodwill by reportable segment was as follows (in thousands):

	Probe Cards		Systems			Total
Goodwill, gross, as of December 30, 2017	$	172,482	$	17,438		$	189,920
Foreign currency translation	—		(706		)	(706		)
Goodwill, gross, as of December 29, 2018	172,482		16,732			189,214
Foreign currency translation	—		(655		)	(655		)
Goodwill, gross, as of September 28, 2019	$	172,482	$	16,077		$	188,559

Schedule of Intangible Assets

Intangible assets were as follows (in thousands):

	September 28, 2019						December 29, 2018
Other Intangible Assets	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Existing developed technologies	$	142,890	$	110,943	$	31,947	$	143,408	$	97,111	$	46,297
Trade name	7,576		6,893		683		12,023		9,173		2,850
Customer relationships	39,990		25,566		14,424		40,146		21,653		18,493
	$	190,456	$	143,402	$	47,054	$	195,577	$	127,937	$	67,640

Schedule of Amortization Expense

Amortization expense was included in our Condensed Consolidated Statements of Income as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Cost of revenues	$	4,707	$	5,123	$	14,137	$	15,418
Selling, general and administrative	1,372		2,389		6,111		6,458
	$	6,079	$	7,512	$	20,248	$	21,876

Schedule of Estimated Amortization of Intangible Assets

The estimated future amortization of intangible assets is as follows (in thousands):

Fiscal Year	Amount
Remainder of 2019	$	6,065
2020	23,243
2021	12,546
2022	3,467
2023	1,733
	$	47,054

XML

Subsequent Event (Notes)

9 Months Ended

Sep. 28, 2019

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Acquisition of FRT GmbH

On October 9, 2019, subsequent to the balance sheet date, we acquired 100.0% of the shares of FRT GmbH, a Germany based company, for total consideration of €19.7 million subject to normal working capital adjustments. Up to €10.3 million of additional cash consideration may be payable subject to the performance of the acquired business in 2020. This acquisition strengthens our leadership in test and measurement by expanding our addressable market into 3D surface metrology and extending the optical applications scope of our existing Systems segment.

The transaction will be accounted for in accordance with the acquisition method of accounting which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date including acquired in-process research and development assets. Due to the limited time since the acquisition date, the initial purchase allocation for the business combination is incomplete at this time. Disclosures regarding amounts recognized for major classes of assets acquired and liabilities assumed will be provided once the initial accounting is completed. The acquired subsidiary is not expected to be material to the Company’s operations and overall financial position.

We expensed $0.2 million of costs relating to legal, financial and due diligence services performed in connection with this transaction, which are included in Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Income for the three and nine months ended September 28, 2019.

Credit Facility Agreement

On October 25, 2019, FormFactor GmbH and ATT Advanced Temperature Test Systems GmbH, our wholly owned subsidiaries, entered into a credit facility agreement (the "Credit Facility Agreement") with HSBC Trinkaus & Burkhardt AG. The Credit Facility Agreement provides for a three-year loan in the amount of €21.0 million (the "Credit Facility"). The Credit Facility bears interest at a rate equal to the Euro Interbank Offered Rate ("EURIBOR") plus 1.75% per annum. The Credit Facility will be repaid in quarterly installments of €1.75 million plus interest beginning January 25, 2020.

XML

Operating Segments and Enterprise-Wide Information - Operating Results by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Segment Reporting Information [Line Items]
Revenues	$ 140,604	$ 134,989	$ 410,835	$ 388,788
Gross profit	$ 55,318	$ 52,970	$ 163,191	$ 154,317
Gross margin	39.30%	39.20%	39.70%	39.70%
Probe Cards
Segment Reporting Information [Line Items]
Revenues	$ 116,447	$ 111,606	$ 338,187	$ 318,120
Systems
Segment Reporting Information [Line Items]
Revenues	24,157	23,383	72,648	70,668
Corporate and Other
Segment Reporting Information [Line Items]
Revenues	0	0	0	0
Gross profit	$ (5,824)	$ (5,955)	$ (17,425)	$ (17,983)
Gross margin	0.00%	0.00%	0.00%	0.00%
Operating Segments | Probe Cards
Segment Reporting Information [Line Items]
Revenues	$ 116,447	$ 111,606	$ 338,187	$ 318,120
Gross profit	$ 48,127	$ 47,675	$ 141,913	$ 138,182
Gross margin	41.30%	42.70%	42.00%	43.40%
Operating Segments | Systems
Segment Reporting Information [Line Items]
Revenues	$ 24,157	$ 23,383	$ 72,648	$ 70,668
Gross profit	$ 13,015	$ 11,250	$ 38,703	$ 34,118
Gross margin	53.90%	48.10%	53.30%	48.30%

XML

Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Leases [Abstract]
Operating lease expense	$ 1,726	$ 0	$ 5,205	$ 0
Short-term lease expense	53	0	101	0
Variable lease expense	252	0	920	0
Lease, Cost	$ 2,031	$ 0	$ 6,226	$ 0

XML

Fair Value and Derivative Instruments - Fair Value Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 28, 2019	Dec. 29, 2018
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	$ 77,025
Total assets measured at fair value	78,163	$ 52,586
Derivative Liability	739
Foreign exchange derivative contracts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities		50,531
Derivative contracts	93
Interest rate swap derivative contracts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative contracts	86	871
Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	959	1,184
U.S. treasuries
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	31,832	7,997
Certificates of deposit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	3,648	957
U.S. agency securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	3,088	8,608
Corporate bonds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	33,737	30,674
Commercial paper
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	4,720	2,295
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	31,832
Total assets measured at fair value	32,791	9,181
Derivative Liability	0
Level 1 | Foreign exchange derivative contracts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities		7,997
Derivative contracts	0
Level 1 | Interest rate swap derivative contracts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative contracts	0	0
Level 1 | Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	959	1,184
Level 1 | U.S. treasuries
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	31,832	7,997
Level 1 | Certificates of deposit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	0	0
Level 1 | U.S. agency securities
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 | Commercial paper
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	0	0
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	45,193
Total assets measured at fair value	45,372	43,405
Derivative Liability	739
Level 2 | Foreign exchange derivative contracts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities		42,534
Derivative contracts	93
Level 2 | Interest rate swap derivative contracts
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative contracts	86	871
Level 2 | Money market funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents	0	0
Level 2 | U.S. treasuries
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	0	0
Level 2 | Certificates of deposit
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	3,648	957
Level 2 | U.S. agency securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	3,088	8,608
Level 2 | Corporate bonds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	33,737	30,674
Level 2 | Commercial paper
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Marketable securities	$ 4,720	$ 2,295

XML

Fair Value and Derivative Instruments - Foreign Currency Forward Contracts (Details) - 9 months ended Sep. 28, 2019 $ in Thousands, $ in Thousands	USD ($)	TWD ($)	USD ($)
Derivative [Line Items]
Amount expected to be reclassified	$ 600
Foreign exchange forward contracts
Derivative [Line Items]
Derivative, notional amount			$ 28,414
Buy | Euro Dollar | Foreign exchange forward contracts
Derivative [Line Items]
Derivative, notional amount		$ 924	1,715
Sell | Japanese Yen | Foreign exchange forward contracts
Derivative [Line Items]
Derivative, notional amount		2,974,829	27,613
Sell | Korean Won | Foreign exchange forward contracts
Derivative [Line Items]
Derivative, notional amount		$ 3,019,313	$ 2,516

XML

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Beginning balance (In shares) at Dec. 30, 2017		72,532,176,000
Beginning balance at Dec. 30, 2017	$ 458,637	$ 73	$ 843,116	$ 3,021	$ (387,573)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock under the Employee Stock Purchase Plan (In shares)		610,297,000
Issuance of common stock under the Employee Stock Purchase Plan	6,662	$ 1	6,661
Issuance of common stock pursuant to exercise of options for cash (In shares)		105,610,000
Issuance of common stock pursuant to exercise of options for cash	1,049		1,049
Issuance of common stock pursuant to vesting of restricted stock units (In shares)		853,540,000
Issuance of common stock pursuant to exercise of options for cash	(5,693)		(5,694)
Stock-based compensation	12,373		12,373
Accounting standard adoptions and adjustments	(50)		0		(50)
Other comprehensive loss	(1,863)			(1,863)
Net income	18,936				18,936
Ending balance (In shares) at Sep. 29, 2018		74,101,623,000
Ending balance at Sep. 29, 2018	490,051	$ 75	857,505	1,158	(368,687)
Beginning balance (In shares) at Jun. 30, 2018		73,358,108,000
Beginning balance at Jun. 30, 2018	478,668	$ 74	853,278	1,691	(376,375)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock under the Employee Stock Purchase Plan (In shares)		268,627,000
Issuance of common stock under the Employee Stock Purchase Plan	2,957	$ 0	2,957
Issuance of common stock pursuant to vesting of restricted stock units (In shares)		474,888,000
Issuance of common stock pursuant to exercise of options for cash	(3,240)		(3,241)
Stock-based compensation	4,511		4,511
Other comprehensive loss	(533)			(533)
Net income	7,688				7,688
Ending balance (In shares) at Sep. 29, 2018		74,101,623,000
Ending balance at Sep. 29, 2018	$ 490,051	$ 75	857,505	1,158	(368,687)
Beginning balance (In shares) at Dec. 29, 2018	74,139,712	74,139,712,000
Beginning balance at Dec. 29, 2018	$ 580,164	$ 74	862,897	780	(283,587)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock under the Employee Stock Purchase Plan (In shares)		544,271,000
Issuance of common stock under the Employee Stock Purchase Plan	6,806		6,806
Issuance of common stock pursuant to exercise of options for cash (In shares)		112,956,000
Issuance of common stock pursuant to exercise of options for cash	754		754
Issuance of common stock pursuant to vesting of restricted stock units (In shares)		899,295,000
Issuance of common stock pursuant to exercise of options for cash	(7,896)	$ 2	(7,898)
Stock-based compensation	16,968		16,968
Other comprehensive loss	(2,960)			(2,960)
Net income	$ 20,710				20,710
Ending balance (In shares) at Sep. 28, 2019	75,696,234	75,696,234,000
Ending balance at Sep. 28, 2019	$ 614,546	$ 76	879,527	(2,180)	(262,877)
Beginning balance (In shares) at Jun. 29, 2019		74,691,781,000
Beginning balance at Jun. 29, 2019	604,102	$ 75	875,024	159	(271,156)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock under the Employee Stock Purchase Plan (In shares)		242,774,000
Issuance of common stock under the Employee Stock Purchase Plan	3,136		3,136
Issuance of common stock pursuant to exercise of options for cash (In shares)		667,930,000
Issuance of common stock pursuant to exercise of options for cash	(5,740)	$ 1	(5,741)
Issuance of common stock pursuant to vesting of restricted stock units (In shares)		93,749,000
Issuance of common stock pursuant to exercise of options for cash	664	$ 0	664
Stock-based compensation	6,444		6,444
Other comprehensive loss	(2,339)			(2,339)
Net income	$ 8,279				8,279
Ending balance (In shares) at Sep. 28, 2019	75,696,234	75,696,234,000
Ending balance at Sep. 28, 2019	$ 614,546	$ 76	$ 879,527	$ (2,180)	$ (262,877)

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 28, 2019	Dec. 29, 2018
Current assets:
Cash and cash equivalents	$ 122,946	$ 98,472
Marketable securities	77,025	50,531
Accounts receivable, net of allowance for doubtful accounts of $194 and $185	84,750	95,333
Inventories, net	85,989	77,706
Restricted cash	765	849
Refundable income taxes	478	1,260
Prepaid expenses and other current assets	17,834	13,669
Total current assets	389,787	337,820
Restricted cash	1,029	1,225
Operating Lease, Right-of-Use Asset	32,300	0
Property, plant and equipment, net of accumulated depreciation of $268,486 and $263,102	56,240	54,054
Goodwill	188,559	189,214
Intangibles, net	47,054	67,640
Deferred tax assets	77,274	77,301
Other assets	1,362	968
Total assets	793,605	728,222
Current liabilities:
Accounts payable	50,968	40,006
Accrued liabilities	30,015	27,731
Current portion of term loan, net of unamortized issuance cost of $57 and $160	46,193	29,840
Deferred revenue	8,315	4,941
Operating Lease, Liability, Current	6,416	0
Total current liabilities	141,907	102,518
Long-term income taxes payable	0	34,971
Deferred tax liabilities	2,244	2,355
Long-term operating lease liabilities	30,074	0
Other liabilities	4,834	8,214
Total liabilities	179,059	148,058
Stockholders’ equity:
Preferred stock, $0.001 par value: 10,000,000 shares authorized; no shares issued and outstanding	0	0
Common stock, $0.001 par value: 250,000,000 shares authorized; 74,101,623 and 72,532,176 shares issued and outstanding	76	74
Additional paid-in capital	879,527	862,897
Accumulated other comprehensive income (loss)	(2,180)	780
Accumulated deficit	(262,877)	(283,587)
Total stockholders’ equity	614,546	580,164
Total liabilities and stockholders’ equity	$ 793,605	$ 728,222

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Accrued Liabilities (Tables)

9 Months Ended

Sep. 28, 2019

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

Accrued liabilities consisted of the following (in thousands):

	September 28, 2019		December 29, 2018
Accrued compensation and benefits	$	15,640	$	15,600
Accrued employee stock purchase plan contributions withheld	1,431		3,174
Accrued warranty	1,793		2,102
Accrued income and other taxes	7,218		4,222
Other accrued expenses	3,933		2,633
	$	30,015	$	27,731

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Basis of Presentation and New Accounting Pronouncements (Policies)

9 Months Ended

Sep. 28, 2019

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. However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of December 29, 2018 is derived from our 2018 Annual Report on Form 10-K. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2018 Annual Report on Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

Fiscal Year

Fiscal Year 

We operate on a 52/53 week fiscal year, whereby the fiscal year ends on the last Saturday of December. Fiscal 2019 and 2018 each contain 52 weeks and the nine months ended September 28, 2019 and September 29, 2018 each contained 39 weeks. Fiscal 2019 will end on December 28, 2019.

Reclassifications

Reclassifications

Certain immaterial reclassifications were made to the prior period financial statements to conform to the current period presentation.

New Accounting Pronouncements

New Accounting Pronouncements

ASU 2018-15

In August 2018, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ("ASU") 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." The new guidance clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018-15 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. ASU 2018-15 should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We have not yet determined the impact of this standard on our financial statements.

ASU 2016-02, ASU 2018-10, ASU 2018-11 and ASU 2019-01

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which requires the recognition of right-of-use assets and lease liabilities for all long-term leases, including operating leases, on the balance sheet. ASU 2016-02 was amended in July 2018 by both ASU 2018-10, "Codification Improvements to Topic 842, Leases," and ASU 2018-11, "Leases (Topic 842): Targeted Improvements" and in March 2019 by ASU 2019-01, "Leases (Topic 842): Codification Improvements." ASU 2016-02 provides additional guidance on the measurement of the right-of-use assets and lease liabilities and requires enhanced disclosures about our leasing arrangements. We adopted Topic 842 and all related amendments on December 30, 2018, the first day of fiscal 2019, using the modified transition approach. The modified transition approach permits a company to use its effective date as the date of initial application to apply the standard to its leases, and, therefore, not restate comparative prior period financial information. Consequently, prior period financial information is not updated, and the disclosures required under the new standard will not be provided for dates and periods before December 30, 2018. The standard provides several optional practical expedients in transition. We elected the ‘package of practical expedients,’ which permits us to not reassess, under the new standard, our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption. This means, for those leases that qualify, we will not recognize a right-of-use asset or lease liability, and this includes not recognizing right-of-use assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components for all our leases. The adoption of the lease standard did not have any effect on our previously reported Condensed

Consolidated Statements of Income and did not result in a cumulative catch-up adjustment to opening equity.

Fair Value Policy

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

We measure and report goodwill and intangible assets at fair value on a non-recurring basis if we determine these assets to be impaired or in the period when we make a business acquisition.

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 three and nine months ended September 28, 2019 or the year ended December 29, 2018.

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

No changes were made to our valuation techniques during the first nine months of fiscal 2019.

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Operating Segments and Enterprise-Wide Information - Revenue by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Disaggregation of Revenue [Line Items]
Revenues	$ 140,604	$ 134,989	$ 410,835	$ 388,788
Probe Cards
Disaggregation of Revenue [Line Items]
Revenues	116,447	111,606	338,187	318,120
Systems
Disaggregation of Revenue [Line Items]
Revenues	24,157	23,383	72,648	70,668
United States
Disaggregation of Revenue [Line Items]
Revenues	33,665	40,127	106,297	105,668
United States | Probe Cards
Disaggregation of Revenue [Line Items]
Revenues	28,400	34,398	88,127	89,441
United States | Systems
Disaggregation of Revenue [Line Items]
Revenues	5,265	5,729	18,170	16,227
South Korea
Disaggregation of Revenue [Line Items]
Revenues	23,597	20,874	55,514	77,759
South Korea | Probe Cards
Disaggregation of Revenue [Line Items]
Revenues	22,779	19,437	50,596	71,863
South Korea | Systems
Disaggregation of Revenue [Line Items]
Revenues	818	1,437	4,918	5,896
China
Disaggregation of Revenue [Line Items]
Revenues	31,383	22,080	73,581	48,993
China | Probe Cards
Disaggregation of Revenue [Line Items]
Revenues	24,427	16,928	58,882	36,975
China | Systems
Disaggregation of Revenue [Line Items]
Revenues	6,956	5,152	14,699	12,018
Taiwan
Disaggregation of Revenue [Line Items]
Revenues	18,255	19,809	78,491	61,905
Taiwan | Probe Cards
Disaggregation of Revenue [Line Items]
Revenues	16,513	19,032	75,157	57,540
Taiwan | Systems
Disaggregation of Revenue [Line Items]
Revenues	1,742	777	3,334	4,365
Japan
Disaggregation of Revenue [Line Items]
Revenues	16,929	14,735	16,611	19,277
Japan | Probe Cards
Disaggregation of Revenue [Line Items]
Revenues	13,640	10,462	12,568	14,710
Japan | Systems
Disaggregation of Revenue [Line Items]
Revenues	3,289	4,273	4,043	4,567
Europe
Disaggregation of Revenue [Line Items]
Revenues	9,548	9,128	29,689	30,180
Europe | Probe Cards
Disaggregation of Revenue [Line Items]
Revenues	5,754	5,499	15,601	15,189
Europe | Systems
Disaggregation of Revenue [Line Items]
Revenues	3,794	3,629	14,088	14,991
Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenues	5,665	7,230	43,454	41,905
Asia-Pacific | Probe Cards
Disaggregation of Revenue [Line Items]
Revenues	3,516	5,557	31,807	31,355
Asia-Pacific | Systems
Disaggregation of Revenue [Line Items]
Revenues	2,149	1,673	11,647	10,550
Rest of the world
Disaggregation of Revenue [Line Items]
Revenues	1,562	1,006	7,198	3,101
Rest of the world | Probe Cards
Disaggregation of Revenue [Line Items]
Revenues	1,418	293	5,449	1,047
Rest of the world | Systems
Disaggregation of Revenue [Line Items]
Revenues	144	713	1,749	2,054
Products transferred at a point in time
Disaggregation of Revenue [Line Items]
Revenues	138,885	133,442	405,885	384,289
Products transferred at a point in time | Probe Cards
Disaggregation of Revenue [Line Items]
Revenues	115,324	111,020	335,054	316,495
Products transferred at a point in time | Systems
Disaggregation of Revenue [Line Items]
Revenues	23,561	22,422	70,831	67,794
Services transferred over time
Disaggregation of Revenue [Line Items]
Revenues	1,719	1,547	4,950	4,499
Services transferred over time | Probe Cards
Disaggregation of Revenue [Line Items]
Revenues	1,123	586	3,133	1,625
Services transferred over time | Systems
Disaggregation of Revenue [Line Items]
Revenues	596	961	1,817	2,874
Foundry & Logic
Disaggregation of Revenue [Line Items]
Revenues	68,431	61,270	213,453	181,819
Foundry & Logic | Probe Cards
Disaggregation of Revenue [Line Items]
Revenues	68,431	61,270	213,453	181,819
Foundry & Logic | Systems
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
DRAM
Disaggregation of Revenue [Line Items]
Revenues	39,425	37,359	104,355	105,716
DRAM | Probe Cards
Disaggregation of Revenue [Line Items]
Revenues	39,425	37,359	104,355	105,716
DRAM | Systems
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Flash
Disaggregation of Revenue [Line Items]
Revenues	8,591	12,977	20,379	30,585
Flash | Probe Cards
Disaggregation of Revenue [Line Items]
Revenues	8,591	12,977	20,379	30,585
Flash | Systems
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Systems
Disaggregation of Revenue [Line Items]
Revenues	24,157	23,383	72,648	70,668
Systems | Probe Cards
Disaggregation of Revenue [Line Items]
Revenues	0	0	0	0
Systems | Systems
Disaggregation of Revenue [Line Items]
Revenues	$ 24,157	$ 23,383	$ 72,648	$ 70,668

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Leases - Schedule of Future Minimum Payments Under Leases (Details) $ in Thousands	Sep. 28, 2019 USD ($)
Leases [Abstract]
Remainder of 2019	$ 1,753
2020	6,855
2021	5,984
2022	4,928
2023	4,430
Thereafter	20,403
Lessee, Operating Lease, Liability, Payments, Due	$ 44,353

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018
Cash flows from operating activities:
Net income	$ 20,710	$ 18,936
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	12,644	10,494
Amortization	20,248	21,876
Amortization (accretion) of discount on investments	(291)	21
Amortization of operating lease, right-of-use assets	3,921	0
Stock-based compensation expense	17,088	12,421
Amortization of debt issuance costs	132	333
Deferred income tax provision	38	70
Provision for excess and obsolete inventories	8,046	7,414
Loss on disposal of long-lived assets	327	264
Loss on derivative instruments	132	0
Foreign currency transaction (losses) gains	(186)	409
Changes in assets and liabilities:
Accounts receivable	10,580	(7,569)
Inventories	(17,246)	(21,806)
Prepaid expenses and other current assets	(4,509)	(1,874)
Refundable income taxes	782	933
Other assets	(595)	697
Accounts payable	10,074	10,425
Accrued liabilities	(856)	(8,882)
Other liabilities	2,374	2,197
Deferred revenues	3,625	(221)
Operating lease liabilities	(3,660)	0
Net cash provided by operating activities	83,378	46,138
Net cash provided by operating activities
Acquisition of property, plant and equipment	(14,242)	(12,326)
Proceeds from sale of a subsidiary	93	67
Proceeds from sale of property, plant and equipment	0	23
Purchases of marketable securities	(59,602)	(18,984)
Purchases of marketable securities	33,704	17,757
Net cash used in investing activities	(40,047)	(13,463)
Net cash used in investing activities
Cash flows from financing activities:	7,672	7,712
Purchase and retirement of common stock	(7,898)	(5,694)
Proceeds from term loan debt	(18,750)	(33,750)
Payment of term loan debt issuance costs	(18,976)	(31,732)
Net cash used in financing activities	(161)	(516)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	24,194	427
Net increase in cash, cash equivalents and restricted cash	100,546	92,726
Cash, cash equivalents and restricted cash, beginning of period	124,740	93,153
Fair value of stock options and restricted stock-based awards assumed in connection with acquisition of Cascade Microtech
Change in accounts payable and accrued liabilities related to property, plant and equipment purchases	1,062	4,724
Operating lease, right-of-use assets obtained in exchange for lease obligations	36,300	0
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net	2,875	2,513
Cash paid for interest	$ 1,128	$ 2,299

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 28, 2019	Dec. 29, 2018
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 194	$ 185
Accumulated depreciation	268,486	263,102
Debt Issuance Costs, Current, Net	57	160
Debt Issuance Costs, Noncurrent, Net	$ 0	$ 129
Preferred stock, par value (In dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (In shares)	10,000,000	10,000,000
Preferred stock, shares issued (In shares)	0	0
Preferred stock, shares outstanding (In shares)	0	0
Common stock, par value (In dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (In shares)	250,000,000	250,000,000
Common stock, shares issued (In shares)	75,696,234	74,139,712
Common stock, shares outstanding (In shares)	75,696,234	74,139,712

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Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 28, 2019	Dec. 29, 2018
Payables and Accruals [Abstract]
Accrued compensation and benefits	$ 15,640	$ 15,600
Accrued warranty	1,431	3,174
Accrued employee stock purchase plan contributions withheld	1,793	2,102
Accrued income and other taxes	7,218	4,222
Other accrued expenses	3,933	2,633
Accrued liabilities	$ 30,015	$ 27,731

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Restructuring Charges - Changes to the Restructuring Accrual (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Restructuring Reserve [Roll Forward]
Accrual at beginning of period			$ 20
Restructuring charges	$ 22	$ 0	457	$ 0
Cash payments			(128)
Non-cash settlement			(273)
Accrual at end of period	76		76
Employee Severance and Benefits
Restructuring Reserve [Roll Forward]
Accrual at beginning of period			20
Restructuring charges			184
Cash payments			(128)
Non-cash settlement			0
Accrual at end of period	76		76
Other Costs
Restructuring Reserve [Roll Forward]
Accrual at beginning of period			0
Restructuring charges			273
Cash payments			0
Non-cash settlement			(273)
Accrual at end of period	$ 0		$ 0

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Stockholders’ Equity and Stock-Based Compensation - Unrecognized Compensation Costs (Details) $ in Thousands	9 Months Ended
	Sep. 28, 2019 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized stock-based compensation expense	$ 36,653
Average expected recognition period	2 years 25 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized expense, other than options	$ 27,942
Average expected recognition period	2 years 1 month 9 days
Performance restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized expense, other than options	$ 7,597
Average expected recognition period	2 years 2 months 1 day
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized expense, other than options	$ 1,114
Average expected recognition period	4 months 2 days

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Stockholders’ Equity and Stock-Based Compensation - Restricted Stock Unit Activity (Details) - Equity Incentive Plan - Restricted Stock Units	9 Months Ended
	Sep. 28, 2019 $ / shares shares
Units
Beginning balance (in shares) | shares	3,102,226
Awards granted (in shares) | shares	1,487,200
Awards vested (in shares) | shares	(1,366,925)
Awards canceled (in shares) | shares	(130,677)
Ending balance (in shares) | shares	3,091,824
Weighted Average Grant Date Fair Value
Beginning Balance (in dollars per share) | $ / shares	$ 12.79
Awards granted (in dollars per share) | $ / shares	15.01
Awards vested (in dollars per share) | $ / shares	11.89
Awards canceled (in dollars per share) | $ / shares	13.35
Ending Balance (in dollars per share) | $ / shares	$ 14.24

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Net Income per Share (Tables)

9 Months Ended

Sep. 28, 2019

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 Ended		Nine Months Ended
	September 28, 2019	September 29, 2018	September 28, 2019	September 29, 2018
Weighted-average shares used in computing basic net income per share	75,280	73,837	74,749	73,273
Add potentially dilutive securities	2,011	1,125	2,014	1,355
Weighted-average shares used in computing diluted net income per share	77,291	74,962	76,763	74,628
Securities not included as they would have been antidilutive	—	5	23	21

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Basis of Presentation and New Accounting Pronouncements - ASU 2016-18 Information (Details) - USD ($) $ in Thousands	Sep. 28, 2019	Dec. 29, 2018	Sep. 29, 2018	Dec. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents as previously reported in the Condensed Consolidated Statements of Cash Flows	$ 122,946	$ 98,472
Current assets - Restricted cash	765	849
Restricted cash	1,029	1,225
Cash, cash equivalents and restricted cash as currently reported in the Condensed Consolidated Statements of Cash Flows	$ 124,740	$ 100,546	$ 93,153	$ 92,726

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Leases

9 Months Ended

Sep. 28, 2019

Leases [Abstract]

Leases

Leases

We lease real estate space under non-cancelable operating lease agreements for commercial and industrial space, as well as for our corporate headquarters located in Livermore, California. Our leases have remaining terms of 1 to 9 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 to 4 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 8 years at September 28, 2019 and the weighted-average discount rate was 4.7%.

The components of lease expense were as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Lease expense:
Operating lease expense	$	1,726	$	—	$	5,205	$	—
Short-term lease expense	53		—		101		—
Variable lease expense	252		—		920		—
	$	2,031	$	—	$	6,226	$	—

Future minimum payments under our non-cancelable operating leases were as follows as of September 28, 2019 (in thousands):

Fiscal Year	Amount
Remainder of 2019	$	1,753
2020	6,855
2021	5,984
2022	4,928
2023	4,430
Thereafter	20,403
	$	44,353

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Warranty

9 Months Ended

Sep. 28, 2019

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 continuously 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, 2019			September 29, 2018
Balance at beginning of period	$	2,102		$	3,662
Accruals	2,742			3,168
Settlements	(3,051		)	(4,373		)
Balance at end of period	$	1,793		$	2,457

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Goodwill and Intangible Assets

9 Months Ended

Sep. 28, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill by reportable segment was as follows (in thousands):

	Probe Cards		Systems			Total
Goodwill, gross, as of December 30, 2017	$	172,482	$	17,438		$	189,920
Foreign currency translation	—		(706		)	(706		)
Goodwill, gross, as of December 29, 2018	172,482		16,732			189,214
Foreign currency translation	—		(655		)	(655		)
Goodwill, gross, as of September 28, 2019	$	172,482	$	16,077		$	188,559

We have not recorded any goodwill impairments in the nine months ended September 28, 2019.

Intangible assets were as follows (in thousands):

	September 28, 2019						December 29, 2018
Other Intangible Assets	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Existing developed technologies	$	142,890	$	110,943	$	31,947	$	143,408	$	97,111	$	46,297
Trade name	7,576		6,893		683		12,023		9,173		2,850
Customer relationships	39,990		25,566		14,424		40,146		21,653		18,493
	$	190,456	$	143,402	$	47,054	$	195,577	$	127,937	$	67,640

In the current quarter we disposed of certain fully amortized trade names.

Amortization expense was included in our Condensed Consolidated Statements of Income as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Cost of revenues	$	4,707	$	5,123	$	14,137	$	15,418
Selling, general and administrative	1,372		2,389		6,111		6,458
	$	6,079	$	7,512	$	20,248	$	21,876

The estimated future amortization of intangible assets is as follows (in thousands):

Fiscal Year	Amount
Remainder of 2019	$	6,065
2020	23,243
2021	12,546
2022	3,467
2023	1,733
	$	47,054

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Inventories (Tables)

9 Months Ended

Sep. 28, 2019

Inventory Disclosure [Abstract]

Schedule of Inventory Components

Inventories, net, consisted of the following (in thousands):

	September 28, 2019		December 29, 2018
Raw materials	$	39,395	$	43,380
Work-in-progress	31,486		20,431
Finished goods	15,108		13,895
	$	85,989	$	77,706

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Operating Segments and Enterprise-Wide Information

9 Months Ended

Sep. 28, 2019

Segment Reporting [Abstract]

Operating Segments and Enterprise-Wide Information

Operating Segments and Enterprise-Wide Information

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

	Three Months Ended
	September 28, 2019												September 29, 2018
	Probe Cards			Systems			Corporate and Other			Total			Probe Cards			Systems			Corporate and Other			Total
Revenues	$	116,447		$	24,157		$	—		$	140,604		$	111,606		$	23,383		$	—		$	134,989
Gross profit	$	48,127		$	13,015		$	(5,824	)	$	55,318		$	47,675		$	11,250		$	(5,955	)	$	52,970
Gross margin	41.3		%	53.9		%	—		%	39.3		%	42.7		%	48.1		%	—		%	39.2		%

	Nine Months Ended
	September 28, 2019												September 29, 2018
	Probe Cards			Systems			Corporate and Other			Total			Probe Cards			Systems			Corporate and Other			Total
Revenues	$	338,187		$	72,648		$	—		$	410,835		$	318,120		$	70,668		$	—		$	388,788
Gross profit	$	141,913		$	38,703		$	(17,425	)	$	163,191		$	138,182		$	34,118		$	(17,983	)	$	154,317
Gross margin	42.0		%	53.3		%	—		%	39.7		%	43.4		%	48.3		%	—		%	39.7		%

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

Corporate and Other includes unallocated expenses relating to amortization of intangible assets, share-based compensation, and restructuring charges, net, 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, 2019						September 29, 2018
	Probe Cards		Systems		Total		Probe Cards		Systems		Total
Market:
Foundry & Logic	$	68,431	$	—	$	68,431	$	61,270	$	—	$	61,270
DRAM	39,425		—		39,425		37,359		—		37,359
Flash	8,591		—		8,591		12,977		—		12,977
Systems	—		24,157		24,157		—		23,383		23,383
Total	$	116,447	$	24,157	$	140,604	$	111,606	$	23,383	$	134,989
Timing of revenue recognition:
Products transferred at a point in time	$	115,324	$	23,561	$	138,885	$	111,020	$	22,422	$	133,442
Services transferred over time	1,123		596		1,719		586		961		1,547
Total	$	116,447	$	24,157	$	140,604	$	111,606	$	23,383	$	134,989
Geographical region:
United States	$	28,400	$	5,265	$	33,665	$	34,398	$	5,729	$	40,127
South Korea	22,779		818		23,597		19,437		1,437		20,874
China	24,427		6,956		31,383		16,928		5,152		22,080
Taiwan	16,513		1,742		18,255		19,032		777		19,809
Japan	13,640		3,289		16,929		10,462		4,273		14,735
Europe	5,754		3,794		9,548		5,499		3,629		9,128
Asia-Pacific1	3,516		2,149		5,665		5,557		1,673		7,230
Rest of the world	1,418		144		1,562		293		713		1,006
Total	$	116,447	$	24,157	$	140,604	$	111,606	$	23,383	$	134,989

	Nine Months Ended
	September 28, 2019						September 29, 2018
	Probe Cards		Systems		Total		Probe Cards		Systems		Total
Market:
Foundry & Logic	$	213,453	$	—	$	213,453	$	181,819	$	—	$	181,819
DRAM	104,355		—		104,355		105,716		—		105,716
Flash	20,379		—		20,379		30,585		—		30,585
Systems	—		72,648		72,648		—		70,668		70,668
Total	$	338,187	$	72,648	$	410,835	$	318,120	$	70,668	$	388,788
Timing of revenue recognition:
Products transferred at a point in time	$	335,054	$	70,831	$	405,885	$	316,495	$	67,794	$	384,289
Services transferred over time	3,133		1,817		4,950		$	1,625	$	2,874	4,499
Total	$	338,187	$	72,648	$	410,835	$	318,120	$	70,668	$	388,788
Geographical region:
United States	$	88,127	$	18,170	$	106,297	$	89,441	$	16,227	$	105,668
South Korea	75,157		3,334		78,491		$	57,540	$	4,365	61,905
China	58,882		14,699		73,581		36,975		12,018		48,993
Taiwan	50,596		4,918		55,514		$	71,863	$	5,896	77,759
Japan	31,807		11,647		43,454		$	31,355	$	10,550	41,905
Europe	15,601		14,088		29,689		$	15,189	$	14,991	30,180
Asia-Pacific1	12,568		4,043		16,611		$	14,710	$	4,567	19,277
Rest of the world	5,449		1,749		7,198		$	1,047	$	2,054	3,101
Total	$	338,187	$	72,648	$	410,835	$	318,120	$	70,668	$	388,788

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

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Restructuring Charges (Tables)

9 Months Ended

Sep. 28, 2019

Restructuring and Related Activities [Abstract]

Restructuring Charges

Restructuring charges were included in our Condensed Consolidated Statement of Income as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Cost of revenues	$	—	$	—	$	258	$	—
Selling, general and administrative	22		—		199		—
	$	22	$	—	$	457	$	—

Schedule of Restructuring Accrual Activity

Changes to the restructuring accrual in the nine months ended September 28, 2019 were as follows (in thousands):

	Employee Severance and Benefits			Other Costs			Total Accrual
December 29, 2018	$	20		$	—		$	20
Restructuring charges	184			273			457
Cash payments	(128		)	—			(128		)
Non-cash settlement	—			(273		)	(273		)
September 28, 2019	$	76		$	—		$	76

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Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Statement of Comprehensive Income [Abstract]
Net income	$ 8,279	$ 7,688	$ 20,710	$ 18,936
Other comprehensive loss, net of tax:
Translation adjustments and other	(1,814)	(449)	(2,042)	(1,732)
Unrealized gains (losses) on available-for-sale marketable securities	11	50	304	(84)
Unrealized losses on derivative instruments	(536)	(134)	(1,222)	(47)
Other comprehensive loss, net of tax	(2,339)	(533)	(2,960)	(1,863)
Comprehensive income	$ 5,940	$ 7,155	$ 17,750	$ 17,073

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Cover Page - shares	9 Months Ended
	Sep. 28, 2019	Oct. 31, 2019
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 28, 2019
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		75,699,945
Amendment Flag	false
Entity Central Index Key	0001039399
Current Fiscal Year End Date	--12-28
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3

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Fair Value and Derivative Instruments - Gains and Losses Related to Non-designated Derivative Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Derivatives Not Designated as Hedging Instruments | Foreign exchange forward contracts | Location of Gain (Loss) Recognized on Derivatives
Derivatives, Fair Value [Line Items]
Derivatives Not Designated as Hedging Instruments	$ (76)	$ 706	$ 198	$ 923

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Concentration of Credit and Other Risks

9 Months Ended

Sep. 28, 2019

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 Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Intel Corporation	23.9	%	24.5	%	23.8	%	18.0	%
SK Hynix Inc.	13.5		*		10.6		10.2
Micron Technology, Inc.	11.9		12.0		*		10.1
Samsung Electronics., LTD.	*		*		10.0		*
	49.3	%	36.5	%	44.4	%	38.3	%

*Represents less than 10% of total revenues.

At September 28, 2019, two customers accounted for 18.8% and 17.4% of gross accounts receivable, respectively. At December 29, 2018, two customers accounted for 27.8% and 13.0% of gross accounts receivable, respectively.

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Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 28, 2019	Dec. 29, 2018
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross	$ 190,456	$ 195,577
Accumulated Amortization	143,402	127,937
Intangible Assets, Net	47,054	67,640
Existing developed technologies
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross	142,890	143,408
Accumulated Amortization	110,943	97,111
Intangible Assets, Net	31,947	46,297
Trade name
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross	7,576	12,023
Accumulated Amortization	6,893	9,173
Intangible Assets, Net	683	2,850
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross	39,990	40,146
Accumulated Amortization	25,566	21,653
Intangible Assets, Net	$ 14,424	$ 18,493

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Restructuring Charges - Restructuring Charges (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 22	$ 0	$ 457	$ 0
Cost of revenues
Restructuring Cost and Reserve [Line Items]
Restructuring charges	0	0	258	0
Selling, general and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 22	$ 0	$ 199	$ 0

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Subsequent Event - Credit Facility Agreement (Details) - Subsequent Event $ in Thousands	Oct. 25, 2019 USD ($)
Subsequent Event [Line Items]
Debt instrument, face amount	$ 21,000
Debt instrument, periodic payment, principal	$ 1,750
Euro Interbank Offered Rate (EURIBOR)
Subsequent Event [Line Items]
Variable interest rate	1.75%

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Operating Segments and Enterprise-Wide Information - Additional Information (Details)	9 Months Ended
	Sep. 28, 2019 segment
Segment Reporting [Abstract]
Number of reportable segments	2

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Stockholders’ Equity and Stock-Based Compensation - ESPP Activity (Details) - Employee stock purchase plan	9 Months Ended
	Sep. 28, 2019 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued under ESPP (In shares) | shares	544,271
Weighted average per share purchase price (in dollars per share)	$ 12.51
Weighted average per share discount from the fair value of our common stock on the date of issuance (in dollars per share)	$ 3.40

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Warranty (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
Balance at beginning of period	$ 2,102	$ 3,662
Accruals	2,742	3,168
Settlements	(3,051)	(4,373)
Balance at end of period	$ 1,793	$ 2,457

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Leases - Narrative (Details)	Sep. 28, 2019
Lessee, Lease, Description [Line Items]
Operating lease, renewal term	20 years
Operating lease, weighted average remaining lease term	8 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	9 years
Automobiles | Minimum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract	1 year
Automobiles | Maximum
Lessee, Lease, Description [Line Items]
Operating lease, term of contract	4 years

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Net Income per Share

9 Months Ended

Sep. 28, 2019

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 Ended		Nine Months Ended
	September 28, 2019	September 29, 2018	September 28, 2019	September 29, 2018
Weighted-average shares used in computing basic net income per share	75,280	73,837	74,749	73,273
Add potentially dilutive securities	2,011	1,125	2,014	1,355
Weighted-average shares used in computing diluted net income per share	77,291	74,962	76,763	74,628
Securities not included as they would have been antidilutive	—	5	23	21

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Fair Value and Derivative Instruments

9 Months Ended

Sep. 28, 2019

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 three and nine months ended September 28, 2019 or the year ended December 29, 2018.

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

No changes were made to our valuation techniques during the first nine months of fiscal 2019.

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, 2019	Level 1		Level 2		Total
Assets:
Cash equivalents:
Money market funds	$	959	$	—	$	959
Marketable securities:
U.S. treasuries	31,832		—		31,832
Certificates of deposit	—		3,648		3,648
U.S. agency securities	—		3,088		3,088
Corporate bonds	—		33,737		33,737
Commercial paper	—		4,720		4,720
	31,832		45,193		77,025
Foreign exchange derivative contracts	—		93		93
Interest rate swap derivative contracts	—		86		86
Total assets	$	32,791	$	45,372	$	78,163
Liabilities:
Foreign exchange derivative contracts	$	—	$	739	$	739

December 29, 2018	Level 1		Level 2		Total
Assets:
Cash equivalents:
Money market funds	$	1,184	$	—	$	1,184
Marketable securities:
U.S. treasuries	7,997		—		7,997
Certificates of deposit	—		957		957
U.S. agency securities	—		8,608		8,608
Corporate bonds	—		30,674		30,674
Commercial paper	—		2,295		2,295
	7,997		42,534		50,531
Interest rate swap derivative contracts	—		871		871
Total assets	$	9,181	$	43,405	$	52,586

 

We did not have any liabilities measured at fair value on a recurring basis at December 29, 2018.

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 income 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 Swaps

The fair value of our interest rate swap contracts 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 contracts qualify for, and are designated as, cash flow hedges. The cash flows associated with the interest rate swaps are reported in Net cash provided by operating activities in our Condensed Consolidated Statements of Cash Flows and the fair value of the interest rate swap contracts are recorded within Prepaid expenses and other current assets in our Condensed Consolidated Balance Sheets.

The impact of the interest rate swaps on our Condensed Consolidated Statements of Income was as follows (in thousands):

	Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative			Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income		Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)	Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion )
Three Months Ended September 28, 2019	$	12		Interest expense	$	113	Interest expense	$	—
Three Months Ended September 29, 2018	$	62		Interest expense	$	196	Interest expense	$	—
Nine Months Ended September 28, 2019	$	(78	)	Interest expense	$	496	Interest expense	$	—
Nine Months Ended September 29, 2018	$	418		Interest expense	$	514	Interest expense	$	—

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 (expense), 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 income 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. At September 28, 2019, we expect to reclassify $0.6 million of the amount accumulated in other comprehensive income (loss) to earnings during the next 12 months, due to the recognition in earnings of the hedged forecasted transactions.

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, 2019 will mature by the second quarter of fiscal 2020.

The following table provides information about our foreign currency forward contracts outstanding as of September 28, 2019 (in thousands):

Currency	Contract Position	Contract Amount (Local Currency)		Contract Amount (U.S. Dollars)
Euro Dollar	Buy	(924	)	$	(1,715	)
Japanese Yen	Sell	2,974,829		27,613
Korean Won	Sell	3,019,313		2,516
Total USD notional amount of outstanding foreign exchange contracts				$	28,414

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

The impact of foreign exchange derivative contracts not designated as cash flow hedges on our Condensed Consolidated Statements of Income was as follows (in thousands):

		Amount of Gain (Loss) Recognized on Derivatives
		Three Months Ended					Nine Months Ended
Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized on Derivatives	September 28, 2019			September 29, 2018		September 28, 2019		September 29, 2018
Foreign exchange forward contracts	Other income (expense), net	$	(76	)	$	706	$	198	$	923

The impact of foreign exchange derivative contracts designated as cash flow hedges on our Condensed Consolidated Statements of Income was as follows (in thousands):

	Amount of Loss Recognized in Accumulated OCI on Derivative		Location of Loss Reclassified from Accumulated OCI into Income	Amount of Loss Reclassified from Accumulated OCI into Income
Three Months Ended September 28, 2019	$	642	Cost of revenues	$	126
			Research and development	23
			Selling, general and administrative	58
				$	207
Three Months Ended September 29, 2018	$	—		$	—
Nine Months Ended September 28, 2019	$	1,096	Cost of revenues	$	297
			Research and development	42
			Selling, general and administrative	109
				$	448
Nine Months Ended September 29, 2018	$	—		$	—

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

We measure and report goodwill and intangible assets at fair value on a non-recurring basis if we determine these assets to be impaired or in the period when we make a business acquisition. There were no assets or liabilities measured at fair value on a nonrecurring basis during the three and nine months ended September 28, 2019 or September 29, 2018.

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Inventories (Details) - USD ($) $ in Thousands	Sep. 28, 2019	Dec. 29, 2018
Inventory Disclosure [Abstract]
Raw materials	$ 39,395	$ 43,380
Work-in-progress	31,486	20,431
Finished goods	15,108	13,895
Inventories	$ 85,989	$ 77,706

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Warranty (Tables)

9 Months Ended

Sep. 28, 2019

Product Warranties Disclosures [Abstract]

Reconciliation of Changes in Warranty Liability

Changes in our warranty liability were as follows (in thousands):

	Nine Months Ended
	September 28, 2019			September 29, 2018
Balance at beginning of period	$	2,102		$	3,662
Accruals	2,742			3,168
Settlements	(3,051		)	(4,373		)
Balance at end of period	$	1,793		$	2,457

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Operating Segments and Enterprise-Wide Information (Tables)

9 Months Ended

Sep. 28, 2019

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, 2019												September 29, 2018
	Probe Cards			Systems			Corporate and Other			Total			Probe Cards			Systems			Corporate and Other			Total
Revenues	$	116,447		$	24,157		$	—		$	140,604		$	111,606		$	23,383		$	—		$	134,989
Gross profit	$	48,127		$	13,015		$	(5,824	)	$	55,318		$	47,675		$	11,250		$	(5,955	)	$	52,970
Gross margin	41.3		%	53.9		%	—		%	39.3		%	42.7		%	48.1		%	—		%	39.2		%

	Nine Months Ended
	September 28, 2019												September 29, 2018
	Probe Cards			Systems			Corporate and Other			Total			Probe Cards			Systems			Corporate and Other			Total
Revenues	$	338,187		$	72,648		$	—		$	410,835		$	318,120		$	70,668		$	—		$	388,788
Gross profit	$	141,913		$	38,703		$	(17,425	)	$	163,191		$	138,182		$	34,118		$	(17,983	)	$	154,317
Gross margin	42.0		%	53.3		%	—		%	39.7		%	43.4		%	48.3		%	—		%	39.7		%

Disaggregation of Revenue by Segment

Certain revenue category information by reportable segment was as follows (in thousands):

	Three Months Ended
	September 28, 2019						September 29, 2018
	Probe Cards		Systems		Total		Probe Cards		Systems		Total
Market:
Foundry & Logic	$	68,431	$	—	$	68,431	$	61,270	$	—	$	61,270
DRAM	39,425		—		39,425		37,359		—		37,359
Flash	8,591		—		8,591		12,977		—		12,977
Systems	—		24,157		24,157		—		23,383		23,383
Total	$	116,447	$	24,157	$	140,604	$	111,606	$	23,383	$	134,989
Timing of revenue recognition:
Products transferred at a point in time	$	115,324	$	23,561	$	138,885	$	111,020	$	22,422	$	133,442
Services transferred over time	1,123		596		1,719		586		961		1,547
Total	$	116,447	$	24,157	$	140,604	$	111,606	$	23,383	$	134,989
Geographical region:
United States	$	28,400	$	5,265	$	33,665	$	34,398	$	5,729	$	40,127
South Korea	22,779		818		23,597		19,437		1,437		20,874
China	24,427		6,956		31,383		16,928		5,152		22,080
Taiwan	16,513		1,742		18,255		19,032		777		19,809
Japan	13,640		3,289		16,929		10,462		4,273		14,735
Europe	5,754		3,794		9,548		5,499		3,629		9,128
Asia-Pacific1	3,516		2,149		5,665		5,557		1,673		7,230
Rest of the world	1,418		144		1,562		293		713		1,006
Total	$	116,447	$	24,157	$	140,604	$	111,606	$	23,383	$	134,989

	Nine Months Ended
	September 28, 2019						September 29, 2018
	Probe Cards		Systems		Total		Probe Cards		Systems		Total
Market:
Foundry & Logic	$	213,453	$	—	$	213,453	$	181,819	$	—	$	181,819
DRAM	104,355		—		104,355		105,716		—		105,716
Flash	20,379		—		20,379		30,585		—		30,585
Systems	—		72,648		72,648		—		70,668		70,668
Total	$	338,187	$	72,648	$	410,835	$	318,120	$	70,668	$	388,788
Timing of revenue recognition:
Products transferred at a point in time	$	335,054	$	70,831	$	405,885	$	316,495	$	67,794	$	384,289
Services transferred over time	3,133		1,817		4,950		$	1,625	$	2,874	4,499
Total	$	338,187	$	72,648	$	410,835	$	318,120	$	70,668	$	388,788
Geographical region:
United States	$	88,127	$	18,170	$	106,297	$	89,441	$	16,227	$	105,668
South Korea	75,157		3,334		78,491		$	57,540	$	4,365	61,905
China	58,882		14,699		73,581		36,975		12,018		48,993
Taiwan	50,596		4,918		55,514		$	71,863	$	5,896	77,759
Japan	31,807		11,647		43,454		$	31,355	$	10,550	41,905
Europe	15,601		14,088		29,689		$	15,189	$	14,991	30,180
Asia-Pacific1	12,568		4,043		16,611		$	14,710	$	4,567	19,277
Rest of the world	5,449		1,749		7,198		$	1,047	$	2,054	3,101
Total	$	338,187	$	72,648	$	410,835	$	318,120	$	70,668	$	388,788

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

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Net Income per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Earnings Per Share [Abstract]
Weighted-average shares used in computing basic net income (loss) per share (In shares)	75,280	73,837	74,749	73,273
Add potentially dilutive securities (In shares)	2,011	1,125	2,014	1,355
Weighted-average shares used in computing diluted net income per share (In shares)	77,291	74,962	76,763	74,628
Anti-dilutive securities (In shares)	0	5	23	21

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Stockholders’ Equity and Stock-Based Compensation - Stock Option Activity (Details) - Equity Incentive Plan $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 28, 2019 USD ($) $ / shares shares
Options Outstanding
Outstanding, beginning of period (In shares) | shares	524,725
Options exercised (In shares) | shares	(112,956)
Outstanding, end of period (In shares) | shares	411,769
Exercisable (In shares) | shares	411,769
Weighted Average Exercise Price
Outstanding, beginning of period (In dollars per share) | $ / shares	$ 8.00
Options exercised (In dollars per share) | $ / shares	6.67
Outstanding, end of period (In dollars per share) | $ / shares	8.36
Exercisable (In dollars per share) | $ / shares	$ 8.36
Additional Disclosures
Outstanding, weighted average remaining contractual life	2 years 4 months 24 days
Exercisable, weighted average remaining contractual life	2 years 4 months 24 days
Outstanding, aggregate intrinsic value | $	$ 4,167,393
Exercisable, aggregate intrinsic value | $	$ 4,167,393
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | shares	411,769
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ / shares	$ 8.36
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term	2 years 4 months 24 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $	$ 4,167,393

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Fair Value and Derivative Instruments - Impact of Foreign Exchange Derivattive Contracts Designated as Cash Flow Hedges (Details) - Foreign exchange forward contracts - Designated as Hedging Instrument - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	$ 642	$ 0	$ 1,096	$ 0
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	207	$ 0	448	$ 0
Cost of revenues
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	126		297
Research and development
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	23		42
Selling, general and administrative
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	$ 58		$ 109

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Stockholders’ Equity and Stock-Based Compensation

9 Months Ended

Sep. 28, 2019

Equity [Abstract]

Stockholders’ Equity and Stock-Based Compensation

Stockholders’ Equity and Stock-Based Compensation

Common Stock Repurchase Program

In February 2017, our Board of Directors authorized a program to repurchase up to $25 million of outstanding common stock to offset potential dilution from issuances of common stock under our employee stock purchase plan and equity incentive plan. The share repurchase program will expire on February 1, 2020. Repurchased shares are retired upon the settlement of the related transactions with the excess of cost over par value charged to additional paid-in capital. All repurchases are made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

During the nine months ended September 28, 2019, we did not repurchase any shares. As of September 28, 2019, $6.0 million remained available for future repurchases.

Restricted Stock Units

Restricted stock unit ("RSU") activity under our equity incentive plan was as follows:

 

	Units		Weighted Average Grant Date Fair Value
RSUs at December 29, 2018	3,102,226		$	12.79
Awards granted	1,487,200		15.01
Awards vested	(1,366,925	)	11.89
Awards forfeited	(130,677	)	13.35
RSUs at September 28, 2019	3,091,824		$	14.24

The total fair value of RSUs vested during the nine months ended September 28, 2019 was $22.9 million.

Performance Restricted Stock Units

We may grant Performance RSUs ("PRSUs") to certain executives, which vest based upon us achieving certain market performance criteria.

On June 4, 2019, we granted a total of 273,000 PRSUs to certain senior executives for a total grant date fair value of $4.4 million, which will be recognized ratably over the requisite service period. The performance criteria are based on a metric called Total Shareholder Return ("TSR") for the period from July 1, 2019 to June 30, 2022, relative to the TSR of the companies identified as being part of the S&P Semiconductor Select Industry Index (FormFactor peer companies) as of June 29, 2019.

There were no other PRSUs granted during the nine months ended September 28, 2019. PRSUs are included as part of the RSU activity above.

Stock Options

Stock option activity under our equity incentive plan was as follows:

	Options Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years	Aggregate Intrinsic Value
Outstanding at December 29, 2018	524,725		$	8.00
Options exercised	(112,956	)	6.67
Outstanding at September 28, 2019	411,769		$	8.36	2.40	$	4,167,393
Vested and expected to vest at September 28, 2019	411,769		$	8.36	2.40	$	4,167,393
Exercisable at September 28, 2019	411,769		$	8.36	2.40	$	4,167,393

Employee Stock Purchase Plan

Information related to activity under our Employee Stock Purchase Plan ("ESPP") was as follows:

	Nine Months Ended
	September 28, 2019
Shares issued	544,271
Weighted average per share purchase price	$	12.51
Weighted average per share discount from the fair value of our common stock on the date of issuance	$	3.40

Stock-Based Compensation

Stock-based compensation was included in our Condensed Consolidated Statements of Income as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Cost of revenues	$	1,117	$	832	$	3,031	$	2,565
Research and development	1,729		1,312		4,830		3,870
Selling, general and administrative	3,658		2,393		9,227		5,986
Total stock-based compensation	$	6,504	$	4,537	$	17,088	$	12,421

 

Unrecognized Compensation Costs

At September 28, 2019, the unrecognized stock-based compensation was as follows (dollars in thousands): 

	Unrecognized Expense		Average Expected Recognition Period in Years
Restricted stock units	$	27,942	2.11
Performance restricted stock units	7,597		2.17
Employee stock purchase plan	1,114		0.34
Total unrecognized stock-based compensation expense	$	36,653	2.07

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Accrued Liabilities

9 Months Ended

Sep. 28, 2019

Payables and Accruals [Abstract]

Accrued Liabilities

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

	September 28, 2019		December 29, 2018
Accrued compensation and benefits	$	15,640	$	15,600
Accrued employee stock purchase plan contributions withheld	1,431		3,174
Accrued warranty	1,793		2,102
Accrued income and other taxes	7,218		4,222
Other accrued expenses	3,933		2,633
	$	30,015	$	27,731

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Stockholders’ Equity and Stock-Based Compensation (Tables)

9 Months Ended

Sep. 28, 2019

Equity [Abstract]

Schedule of Restricted Stock Unit Activity

Restricted stock unit ("RSU") activity under our equity incentive plan was as follows:

 

	Units		Weighted Average Grant Date Fair Value
RSUs at December 29, 2018	3,102,226		$	12.79
Awards granted	1,487,200		15.01
Awards vested	(1,366,925	)	11.89
Awards forfeited	(130,677	)	13.35
RSUs at September 28, 2019	3,091,824		$	14.24

Schedule of Stock Option Activity

Stock option activity under our equity incentive plan was as follows:

	Options Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years	Aggregate Intrinsic Value
Outstanding at December 29, 2018	524,725		$	8.00
Options exercised	(112,956	)	6.67
Outstanding at September 28, 2019	411,769		$	8.36	2.40	$	4,167,393
Vested and expected to vest at September 28, 2019	411,769		$	8.36	2.40	$	4,167,393
Exercisable at September 28, 2019	411,769		$	8.36	2.40	$	4,167,393

Schedule of ESPP Activity

Information related to activity under our Employee Stock Purchase Plan ("ESPP") was as follows:

	Nine Months Ended
	September 28, 2019
Shares issued	544,271
Weighted average per share purchase price	$	12.51
Weighted average per share discount from the fair value of our common stock on the date of issuance	$	3.40

Schedule of Stock-based Compensation

Stock-based compensation was included in our Condensed Consolidated Statements of Income as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Cost of revenues	$	1,117	$	832	$	3,031	$	2,565
Research and development	1,729		1,312		4,830		3,870
Selling, general and administrative	3,658		2,393		9,227		5,986
Total stock-based compensation	$	6,504	$	4,537	$	17,088	$	12,421

 

Schedule of Unrecognized Stock-based Compensation

At September 28, 2019, the unrecognized stock-based compensation was as follows (dollars in thousands): 

	Unrecognized Expense		Average Expected Recognition Period in Years
Restricted stock units	$	27,942	2.11
Performance restricted stock units	7,597		2.17
Employee stock purchase plan	1,114		0.34
Total unrecognized stock-based compensation expense	$	36,653	2.07

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Basis of Presentation and New Accounting Pronouncements - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 28, 2019	Dec. 28, 2019	Sep. 28, 2019	Dec. 25, 2021	Dec. 26, 2020	Dec. 29, 2018
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Performance obligations	$ 4.1		$ 4.1
Contract assets	1.4		1.4			$ 0.3
Contract liabilities	9.3		9.3			$ 5.7
Revenue recognized included in contracts	$ 1.0		$ 3.9
Forecast
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Expected to be recognized		31.00%		19.00%	50.00%

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Goodwill and Intangible Assets - Goodwill (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 28, 2019	Dec. 29, 2018
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 189,214,000	$ 189,920,000
Foreign currency translation	(655,000)	(706,000)
Goodwill, ending balance	188,559,000	189,214,000
Goodwill impairment	0
Probe Cards
Goodwill [Roll Forward]
Goodwill, beginning balance	172,482,000	172,482,000
Foreign currency translation	0	0
Goodwill, ending balance	172,482,000	172,482,000
Systems
Goodwill [Roll Forward]
Goodwill, beginning balance	16,732,000	17,438,000
Foreign currency translation	(655,000)	(706,000)
Goodwill, ending balance	$ 16,077,000	$ 16,732,000

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Fair Value and Derivative Instruments (Tables)

9 Months Ended

Sep. 28, 2019

Fair Value Disclosures [Abstract]

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, 2019	Level 1		Level 2		Total
Assets:
Cash equivalents:
Money market funds	$	959	$	—	$	959
Marketable securities:
U.S. treasuries	31,832		—		31,832
Certificates of deposit	—		3,648		3,648
U.S. agency securities	—		3,088		3,088
Corporate bonds	—		33,737		33,737
Commercial paper	—		4,720		4,720
	31,832		45,193		77,025
Foreign exchange derivative contracts	—		93		93
Interest rate swap derivative contracts	—		86		86
Total assets	$	32,791	$	45,372	$	78,163
Liabilities:
Foreign exchange derivative contracts	$	—	$	739	$	739

December 29, 2018	Level 1		Level 2		Total
Assets:
Cash equivalents:
Money market funds	$	1,184	$	—	$	1,184
Marketable securities:
U.S. treasuries	7,997		—		7,997
Certificates of deposit	—		957		957
U.S. agency securities	—		8,608		8,608
Corporate bonds	—		30,674		30,674
Commercial paper	—		2,295		2,295
	7,997		42,534		50,531
Interest rate swap derivative contracts	—		871		871
Total assets	$	9,181	$	43,405	$	52,586

Schedule of the Impact of Cash Flow Hedges on Consolidated Financial Statements

The impact of the interest rate swaps on our Condensed Consolidated Statements of Income was as follows (in thousands):

	Amount of Gain or (Loss) Recognized in Accumulated OCI on Derivative			Location of Gain or (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income		Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)	Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion )
Three Months Ended September 28, 2019	$	12		Interest expense	$	113	Interest expense	$	—
Three Months Ended September 29, 2018	$	62		Interest expense	$	196	Interest expense	$	—
Nine Months Ended September 28, 2019	$	(78	)	Interest expense	$	496	Interest expense	$	—
Nine Months Ended September 29, 2018	$	418		Interest expense	$	514	Interest expense	$	—

Schedule of Foreign Currency Forward Contracts

The following table provides information about our foreign currency forward contracts outstanding as of September 28, 2019 (in thousands):

Currency	Contract Position	Contract Amount (Local Currency)		Contract Amount (U.S. Dollars)
Euro Dollar	Buy	(924	)	$	(1,715	)
Japanese Yen	Sell	2,974,829		27,613
Korean Won	Sell	3,019,313		2,516
Total USD notional amount of outstanding foreign exchange contracts				$	28,414

The impact of foreign exchange derivative contracts designated as cash flow hedges on our Condensed Consolidated Statements of Income was as follows (in thousands):

	Amount of Loss Recognized in Accumulated OCI on Derivative		Location of Loss Reclassified from Accumulated OCI into Income	Amount of Loss Reclassified from Accumulated OCI into Income
Three Months Ended September 28, 2019	$	642	Cost of revenues	$	126
			Research and development	23
			Selling, general and administrative	58
				$	207
Three Months Ended September 29, 2018	$	—		$	—
Nine Months Ended September 28, 2019	$	1,096	Cost of revenues	$	297
			Research and development	42
			Selling, general and administrative	109
				$	448
Nine Months Ended September 29, 2018	$	—		$	—

Schedule of Gains and Losses Related to Non-designated Derivative Instruments

The impact of foreign exchange derivative contracts not designated as cash flow hedges on our Condensed Consolidated Statements of Income was as follows (in thousands):

		Amount of Gain (Loss) Recognized on Derivatives
		Three Months Ended					Nine Months Ended
Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized on Derivatives	September 28, 2019			September 29, 2018		September 28, 2019		September 29, 2018
Foreign exchange forward contracts	Other income (expense), net	$	(76	)	$	706	$	198	$	923

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Concentration of Credit and Other Risks (Tables)

9 Months Ended

Sep. 28, 2019

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 Ended				Nine Months Ended
	September 28, 2019		September 29, 2018		September 28, 2019		September 29, 2018
Intel Corporation	23.9	%	24.5	%	23.8	%	18.0	%
SK Hynix Inc.	13.5		*		10.6		10.2
Micron Technology, Inc.	11.9		12.0		*		10.1
Samsung Electronics., LTD.	*		*		10.0		*
	49.3	%	36.5	%	44.4	%	38.3	%

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Revenue

9 Months Ended

Sep. 28, 2019

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

Transaction price allocated to the remaining performance obligations: On September 28, 2019, we had $4.1 million of remaining performance obligations, which were comprised of deferred service contracts and extended warranty contracts not yet delivered. We expect to recognize approximately 31% of our remaining performance obligations as revenue in the remainder of fiscal 2019, approximately 50% in fiscal 2020, and approximately 19% in fiscal 2021 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 doubtful accounts. 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, 2019 and December 29, 2018 were $1.4 million and $0.3 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 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 on a contract-by-contract basis at the end of each reporting period as a component of Deferred revenue and Other liabilities. Contract liabilities as of September 28, 2019 and December 29, 2018 were $9.3 million and $5.7 million, respectively. During the three and nine months ended September 28, 2019, we recognized $1.0 million and $3.9 million of revenue, respectively, that was included in contract liabilities as of December 29, 2018.

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 14 of Notes to Condensed Consolidated Financial Statements for further details.

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Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018	Dec. 29, 2018
Property, Plant and Equipment [Line Items]
Amortization of intangible assets	$ 6,079	$ 7,512	$ 20,248	$ 21,876
Finite-Lived Intangible Assets, Net, Amortization Expense, Rolling Maturity [Abstract]
Remainder of 2019	6,065		6,065
2019	23,243		23,243
2020	12,546		12,546
2021	3,467		3,467
2022	1,733		1,733
Intangible Assets, Net	47,054		47,054		$ 67,640
Cost of revenues
Property, Plant and Equipment [Line Items]
Amortization of intangible assets	4,707	5,123	14,137	15,418
Selling, general and administrative
Property, Plant and Equipment [Line Items]
Amortization of intangible assets	$ 1,372	$ 2,389	$ 6,111	$ 6,458

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Basis of Presentation and New Accounting Pronouncements

9 Months Ended

Sep. 28, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and New Accounting Pronouncements

Basis of Presentation and New Accounting Pronouncements

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. However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of December 29, 2018 is derived from our 2018 Annual Report on Form 10-K. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2018 Annual Report on Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

Fiscal Year 

We operate on a 52/53 week fiscal year, whereby the fiscal year ends on the last Saturday of December. Fiscal 2019 and 2018 each contain 52 weeks and the nine months ended September 28, 2019 and September 29, 2018 each contained 39 weeks. Fiscal 2019 will end on December 28, 2019.

Reclassifications

Certain immaterial reclassifications were made to the prior period financial statements to conform to the current period presentation.

Critical Accounting Policies

Our critical accounting policies have not changed during the nine months ended September 28, 2019 from those disclosed in our Annual Report on Form 10-K for the year ended December 29, 2018.

New Accounting Pronouncements

ASU 2018-15

In August 2018, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ("ASU") 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." The new guidance clarifies the accounting for implementation costs in cloud computing arrangements. ASU 2018-15 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. ASU 2018-15 should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We have not yet determined the impact of this standard on our financial statements.

ASU 2016-02, ASU 2018-10, ASU 2018-11 and ASU 2019-01

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which requires the recognition of right-of-use assets and lease liabilities for all long-term leases, including operating leases, on the balance sheet. ASU 2016-02 was amended in July 2018 by both ASU 2018-10, "Codification Improvements to Topic 842, Leases," and ASU 2018-11, "Leases (Topic 842): Targeted Improvements" and in March 2019 by ASU 2019-01, "Leases (Topic 842): Codification Improvements." ASU 2016-02 provides additional guidance on the measurement of the right-of-use assets and lease liabilities and requires enhanced disclosures about our leasing arrangements. We adopted Topic 842 and all related amendments on December 30, 2018, the first day of fiscal 2019, using the modified transition approach. The modified transition approach permits a company to use its effective date as the date of initial application to apply the standard to its leases, and, therefore, not restate comparative prior period financial information. Consequently, prior period financial information is not updated, and the disclosures required under the new standard will not be provided for dates and periods before December 30, 2018. The standard provides several optional practical expedients in transition. We elected the ‘package of practical expedients,’ which permits us to not reassess, under the new standard, our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. The new standard also provides practical expedients for an entity’s ongoing accounting. We elected the short-term lease recognition exemption. This means, for those leases that qualify, we will not recognize a right-of-use asset or lease liability, and this includes not recognizing right-of-use assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components for all our leases. The adoption of the lease standard did not have any effect on our previously reported Condensed

Consolidated Statements of Income and did not result in a cumulative catch-up adjustment to opening equity. See Note 12 for additional information.

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Fair Value and Derivative Instruments - Impact of Cash Flow Hedges and Derivatives (Details) - Designated as Hedging Instrument - Interest Rate Contracts - Cash Flow Hedging - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)	$ 12	$ 62	$ (78)	$ 418
Other Income (Expense), Net
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	$ 113	$ 196	$ 496	$ 514

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Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2019	Sep. 29, 2018	Sep. 28, 2019	Sep. 29, 2018
Income Statement [Abstract]
Revenues	$ 140,604	$ 134,989	$ 410,835	$ 388,788
Cost of revenues	85,286	82,019	247,644	234,471
Gross profit	55,318	52,970	163,191	154,317
Operating expenses:
Research and development	20,096	18,857	59,893	56,578
Selling, general and administrative	25,887	24,745	77,354	73,426
Total operating expenses	45,983	43,602	137,247	130,004
Operating income	9,335	9,368	25,944	24,313
Interest income	724	369	1,988	952
Interest expense	(422)	(777)	(1,539)	(2,654)
Other income (expense), net	226	121	223	(341)
Income before income taxes	9,863	9,081	26,616	22,270
Provision for income taxes	1,584	1,393	5,906	3,334
Net income	$ 8,279	$ 7,688	$ 20,710	$ 18,936
Net income per share:
Basic (In dollars per share)	$ 0.11	$ 0.10	$ 0.28	$ 0.26
Diluted (In dollars per share)	$ 0.11	$ 0.10	$ 0.27	$ 0.25
Basic
Basic (In shares)	75,280	73,837	74,749	73,273
Diluted (In shares)	77,291	74,962	76,763	74,628

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Fair Value and Derivative Instruments - Assets Measured at Fair Value on a Non-Recurring Basis (Details) - USD ($)	Sep. 28, 2019	Dec. 29, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities measured at fair value on recurring basis		$ 0
Assets measured at fair value on non-recurring basis	$ 78,163,000	52,586,000
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

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Subsequent Event - FRT Acquisition (Details) - FRT GmbH € in Millions, $ in Millions	Oct. 09, 2019 EUR (€)	Sep. 28, 2019 USD ($)
Subsequent Event
Subsequent Event [Line Items]
Business Acquisition, percentage acquired	100.00%
Consideration transferred	€ 19.7
Contingent consideration, liability	€ 10.3
Selling, general and administrative
Subsequent Event [Line Items]
Transaction costs | $		$ 0.2

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Revenue (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 28, 2019	Dec. 28, 2019	Sep. 28, 2019	Dec. 25, 2021	Dec. 26, 2020	Dec. 29, 2018
Disaggregation of Revenue [Line Items]
Performance obligations	$ 4.1		$ 4.1
Contract assets	1.4		1.4			$ 0.3
Contract liabilities	9.3		9.3			$ 5.7
Revenue recognized included in contracts	$ 1.0		$ 3.9
Forecast
Disaggregation of Revenue [Line Items]
Expected to be recognized		31.00%		19.00%	50.00%