Cautionary Statement Regarding Forward-Looking Statements



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

The forward-looking statements are only predictions based on our current
expectations and our projections about future events. All forward-looking
statements included in this Quarterly Report on Form 10-Q are based upon
information available to us as of the filing date of this Quarterly Report on
Form 10-Q. You should not place undue reliance on these forward-looking
statements. We have no obligation to update any of these statements. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, levels of activity, performance
or achievements to differ materially from those expressed or implied by these
statements, including risks related to general market trends, the benefits of
acquisitions and investments, our supply chain, uncertainties related to
COVID-19 and the impact of our responses to it, the interpretation and impacts
of changes in export controls and other trade barriers, military conflicts,
political volatility and similar factors, our ability to execute our business
strategy and other risks discussed in the section titled "Risk Factors" and
elsewhere in our Annual Report on Form 10-K for the year ended December 25, 2021
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 essential test and measurement technologies along the full semiconductor
product lifecycle - from characterization, modeling, reliability, and design
de-bug, to qualification
                                       22
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and production test. We provide a broad range of high-performance probe cards,
analytical probes, probe stations, metrology systems, thermal systems, and
cryogenic systems to both semiconductor companies and scientific institutions.
Our products provide electrical and physical information from a variety of
semiconductor and electro-optical devices and integrated circuits from early
research, through development, to high-volume production. Customers use our
products and services to accelerate profitability by optimizing device
performance and advancing yield knowledge.

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

We generated net income of $60.1 million in the first six months of fiscal 2022
as compared to $37.5 million in the first six months of fiscal 2021. The
increase in net income was primarily due to increased revenue with improved
gross margins from a change in product mix and a reduction in the amortization
of intangibles from significant intangibles becoming fully amortized, partially
offset by higher operating expenses.

Impact of COVID-19



The COVID-19 pandemic continues to cause serious illness and death in many of
the regions that we, our customers and our suppliers operate. The COVID-19
pandemic has resulted in significant governmental actions designed to control
the spread of the virus, including the imposition of safety requirements and
other orders in locations where we have manufacturing and other activities.

We continue to operate our manufacturing sites at production levels greater than
those prior to the pandemic, albeit subject to certain safety and related
constraints. Our other operations are continuing with substantial work-from-home
activities.

If the provisions of governmental health orders or other safety requirements
applicable to us or our customers or suppliers become more restrictive for an
extended period of time, or if we have repeated occurrences of COVID-19 in any
of our facilities, we may experience disruptions or delays in manufacturing,
product design, product development, customer support, manufacturing and sales,
and an overall loss of productivity and efficiency.

While the disruptions in our operations, supply chain and customer demand as a
result of the COVID-19 pandemic have been somewhat limited, we continue to see
impacts on elements in the supply chain and believe that the COVID-19 pandemic
represents a sustained threat that may give rise to a variety of more
significant adverse impacts on our business and financial results. The
semiconductor industry is experiencing various supply constraints due to the
pandemic. While we are working with our global supply chain partners to mitigate
this risk, the duration and extent of the supply chain disruptions remain
uncertain. For a further description of the uncertainties and business risks
associated with the COVID-19 pandemic, see the risk factors discussed in our
Annual Report on Form 10-K for the year ended December 25, 2021.

Significant Accounting Policies and the Use of Estimates



Management's Discussion and Analysis and Note 2, Summary of Significant
Accounting Policies, to the Consolidated Financial Statements in our 2021 Annual
Report on Form 10-K describe the significant accounting estimates and
significant accounting policies used in preparation of the Consolidated
Financial Statements. Actual results in these areas could differ from
management's estimates. During the six months ended June 25, 2022, there were no
significant changes in our significant accounting policies or estimates from
those reported in our Annual Report on Form 10-K for the year ended December 25,
2021, which was filed with the Securities and Exchange Commission on February
18, 2022.

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Results of Operations



The following table sets forth our operating results as a percentage of revenues
for the periods indicated:
                                                              Three Months Ended                                Six Months Ended
                                                      June 25,                 June 26,                June 25,                 June 26,
                                                        2022                     2021                    2022                     2021
Revenues                                                   100.0  %                 100.0  %                100.0  %                 100.0  %
Cost of revenues                                            53.7                     59.4                    53.0                     59.2
Gross profit                                                46.3                     40.6                    47.0                     40.8
Operating expenses:
Research and development                                    13.9                     13.5                    13.8                     13.2
Selling, general and administrative                         16.4                     16.2                    16.5                     16.1

Total operating expenses                                    30.3                     29.7                    30.3                     29.3
Operating income                                            16.0                     10.9                    16.7                     11.5
Interest income                                              0.1                      0.1                     0.1                      0.1
Interest expense                                            (0.1)                    (0.1)                   (0.1)                    (0.1)
Other income (expense), net                                  0.3                     (0.1)                    0.2                        -
Income before income taxes                                  16.3                     10.8                    16.9                     11.5
Provision for income taxes                                   1.5                      1.2                     1.9                      1.5
Net income                                                  14.8  %                   9.6  %                 15.0  %                  10.0  %


Revenues by Segment and Market


                  Three Months Ended             Six Months Ended
               June 25,       June 26,       June 25,       June 26,
                 2022           2021           2022           2021

                                   (In thousands)
Probe Cards   $ 167,708      $ 153,641      $ 327,691      $ 312,539
Systems          36,199         34,435         73,390         62,173
              $ 203,907      $ 188,076      $ 401,081      $ 374,712



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                                                                                            Three Months Ended
                                         June 25,                                      June 26,
                                           2022              % of Revenues               2021              % of Revenues            $ Change            % Change

                                                                                          (Dollars in thousands)

Probe Cards Markets:
Foundry & Logic                        $ 122,380                       60.0  %       $ 103,726                       55.1  %       $ 18,654                  18.0  %
DRAM                                      36,843                       18.0             42,088                       22.4            (5,245)                (12.5)
Flash                                      8,485                        4.2              7,827                        4.2               658                   8.4
Systems Market:
Systems                                   36,199                       17.8             34,435                       18.3             1,764                   5.1
Total revenues                         $ 203,907                      100.0  %       $ 188,076                      100.0  %       $ 15,831                   8.4  %

                                                                                             Six Months Ended
                                         June 25,                                      June 26,
                                           2022              % of Revenues               2021              % of Revenues            $ Change            % Change

                                                                                          (Dollars in thousands)
Probe Cards Markets:
Foundry & Logic                        $ 236,501                       58.9  %       $ 217,136                       57.9  %       $ 19,365                   8.9  %
DRAM                                      71,280                       17.8             75,986                       20.3            (4,706)                 (6.2)
Flash                                     19,910                        5.0             19,417                        5.2               493                   2.5
Systems Market:
Systems                                   73,390                       18.3             62,173                       16.6            11,217                  18.0
Total revenues                         $ 401,081                      100.0  %       $ 374,712                      100.0  %       $ 26,369                   7.0  %



The increase in Foundry & Logic product revenue for the three and six months
ended June 25, 2022, compared to the three and six months ended June 26, 2021,
was driven principally by the increased demand and increased unit sales to other
large semiconductor foundries and integrated device manufacturers.

The decrease in DRAM product revenue for the three and six months ended June 25,
2022, compared to the three and six months ended June 26, 2021, was driven by
decreased design wins and customer demand.

The increase in Flash product revenue for the three and six months ended June 25, 2022, compared to the three and six months ended June 26, 2021, was driven by increased customer demand.

The increase in Systems market revenue for the three and six months ended June 25, 2022, compared to the three and six months ended June 26, 2021, was driven by both increased sales of metrology systems and our 200 and 300 millimeter probe stations.


                                       25
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Revenues by Geographic Region


                                                 Three Months Ended                                                             Six Months Ended
                         June 25,             % of              June 26,             % of              June 25,             % of              June 26,             % of
                           2022              Revenue              2021              Revenue              2022              Revenue              2021              Revenue

                                                                                      (Dollars in thousands)
Taiwan                 $  50,020                24.5  %       $  51,884                27.6  %       $ 103,089                25.7  %       $  97,464                26.0  %
China                     49,735                24.4             31,827                16.9             88,134                22.0             74,452                19.9
United States             31,242                15.3             32,650                17.4             56,889                14.2             62,136                16.6
South Korea               28,755                14.1             36,177                19.2             56,256                14.0             55,262                14.7
Malaysia                  16,244                 8.0              3,195                 1.7             38,443                 9.6             23,125                 6.2
Japan                      9,937                 4.9              7,704                 4.1             19,319                 4.8             17,025                 4.5
Europe                     8,091                 4.0             12,010                 6.4             16,486                 4.1             22,009                 5.9
Singapore                  7,108                 3.5              9,962                 5.3             18,004                 4.5             18,520                 4.9
Rest of the world          2,775                 1.3              2,667                 1.4              4,461                 1.1              4,719                 1.3
Total revenues         $ 203,907               100.0  %       $ 188,076               100.0  %       $ 401,081               100.0  %       $ 374,712               100.0  %



Geographic revenue information is based on the location to which we ship the
product. For example, if a certain South Korean customer purchases through 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 six months ended
June 25, 2022, compared to the three and six months ended June 26, 2021, were
primarily attributable to changes in customer demand, shifts in customer
regional manufacturing strategies, particularly with our large multinational
customers, and product sales mix. More specifically, the increase in revenues
for China and Malaysia were driven principally by a single large U.S.-based
company with operations in China and Malaysia. Further increases in China were
driven by increased demand from a large Chinese DRAM integrated device
manufacturer.

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
                 June 25,        June 26,
                   2022            2021         $ Change      % Change
Gross profit   $  94,369       $  76,283       $ 18,086         23.7  %
Gross margin        46.3  %         40.6  %

                                   Six Months Ended
                 June 25,        June 26,
                   2022            2021         $ Change      % Change
Gross profit   $ 188,593       $ 152,989       $ 35,604         23.3  %
Gross margin        47.0  %         40.8  %



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


                                                                                        Three Months Ended
                                                   June 25, 2022                                                                 June 26, 2021
                                                             Corporate and                                                                 Corporate and
                       Probe Cards           Systems             Other              Total            Probe Cards           Systems             Other               Total
Gross profit          $    78,420          $ 18,276          $   (2,327)         $  94,369          $    66,600          $ 16,907          $    (7,224)         $  76,283
Gross margin                 46.8  %           50.5  %                                46.3  %              43.3  %           49.1  %                                 40.6  %

                                                                                         Six Months Ended
                                                   June 25, 2022                                                                 June 26, 2021
                                                             Corporate and                                                                 Corporate and
                       Probe Cards           Systems             Other              Total            Probe Cards           Systems             Other               Total
Gross profit             $155,622          $ 37,683          $   (4,712)         $ 188,593             $136,915          $ 30,506          $   (14,432)         $ 152,989
Gross margin                 47.5  %           51.3  %                                47.0  %              43.8  %           49.1  %                                 40.8  %



Probe Cards
For the three and six months ended June 25, 2022, gross margins increased
compared to the three and six months ended June 26, 2021, primarily due to
higher revenues and improved standard margins related to favorable product mix,
partially offset by higher net manufacturing spending driven by higher material
and labor costs, and - for the three month periods - unfavorable absorption of
costs despite higher production volumes.

Systems


For the three and six months ended June 25, 2022, gross margins increased
compared to the three and six months ended June 26, 2021, primarily as a result
of favorable product mix primarily driven by increased sales of metrology tools
at favorable margins, and improved leverage on fixed costs at these higher
volumes.

Corporate and Other
Corporate and Other includes unallocated expenses relating to share-based
compensation and amortization of intangible assets, inventory and fixed asset
fair value adjustments due to acquisitions, and restructuring which are not used
in evaluating the results of, or in allocating resources to, our reportable
segments. The reduction in Corporate and Other for the three and six months
ended June 25, 2022 compared to the three and six months ended June 26, 2021 is
primarily due to a reduction in the amortization of intangibles resulting from
significant intangibles becoming fully amortized, partially offset by increased
share-based compensation driven by increases in headcount to support our growth.

Overall


Gross profit and gross margins fluctuate with revenue levels, product mix,
selling prices, factory loading and material costs. For the three and six months
ended June 25, 2022, compared to the three and six months ended June 26, 2021,
gross profit and gross margins have increased on higher revenue levels,
favorable product mix, and less amortization of intangibles.

Cost of revenues included stock-based compensation expense as follows (in
thousands):
                                 Three Months Ended              Six Months Ended
                               June 25,         June 26,      June 25,       June 26,
                                 2022             2021          2022           2021
Stock-based compensation   $    734            $  1,079      $   1,812      $  2,414



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Research and Development
                                             Three Months Ended
                            June 25,       June 26,
                              2022           2021         $ Change      % Change

                                           (Dollars in thousands)
Research and development   $ 28,317       $ 25,454       $  2,863         11.2  %
% of revenues                  13.9  %        13.5  %

                                              Six Months Ended
                            June 25,       June 26,
                              2022           2021         $ Change      % Change

                                           (Dollars in thousands)
Research and development   $ 55,451       $ 49,500       $  5,951         12.0  %
% of revenues                  13.8  %        13.2  %



The increase in research and development expenses in the three and six months
ended June 25, 2022 when compared to the corresponding period in the prior year
was primarily driven by an increase in headcount to support our continued
investment in technology leadership. Increased general operational costs, annual
salary adjustments, project material costs, and stock-based compensation also
contributed to the increase.

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


                                                              Three Months Ended
                                                                 June 25, 2022           Six Months Ended June
                                                               compared to Three         25, 2022 compared to
                                                             Months Ended June 26,       Six Months Ended June
                                                                     2021                      26, 2021
Employee compensation costs                                  $            1,006          $            2,612
Other general operations                                                  1,421                       2,387

Stock-based compensation                                                     32                         329

Project material costs                                                      404                         623
                                                             $            2,863          $            5,951



Research and development included stock-based compensation expense as follows
(in thousands):
                                 Three Months Ended              Six Months Ended
                               June 25,         June 26,      June 25,       June 26,
                                 2022             2021          2022           2021
Stock-based compensation   $    1,695          $  1,663      $   3,681      $  3,352

Selling, General and Administrative


                                                         Three Months Ended
                                        June 25,       June 26,
                                          2022           2021         $ Change      % Change

                                                       (Dollars in thousands)
Selling, general and administrative    $ 33,406       $ 30,479       $  2,927          9.6  %
% of revenues                              16.4  %        16.2  %

                                                          Six Months Ended
                                        June 25,       June 26,
                                          2022           2021         $ Change      % Change

                                                       (Dollars in thousands)
Selling, general and administrative    $ 66,312       $ 60,494       $  5,818          9.6  %
% of revenues                              16.5  %        16.1  %



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The increase in selling, general and administrative expenses in the three and
six months ended June 25, 2022 when compared to the corresponding period in the
prior year was primarily driven by increased headcount, annual salary
adjustments, increased travel related costs as restrictions related to COVID-19
relaxed, and higher stock-based compensation. We expect travel costs to continue
to return to previous levels assuming travel restrictions continue to ease.
These increases were partially offset by lower amortization of intangibles.

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


                                                              Three Months Ended
                                                                 June 25, 2022           Six Months Ended June
                                                               compared to Three         25, 2022 compared to
                                                             Months Ended June 26,       Six Months Ended June
                                                                     2021                      26, 2021
Employee compensation costs                                  $            1,249          $            2,632

General operating expenses                                                  831                       1,465
Travel related costs                                                        809                       1,436
Stock-based compensation                                                     83                         486

Amortization of intangibles                                                 (45)                       (201)
                                                             $            2,927          $            5,818



Selling, general and administrative included stock-based compensation expense as
follows (in thousands):
                                 Three Months Ended              Six Months Ended
                               June 25,         June 26,      June 25,       June 26,
                                 2022             2021          2022           2021
Stock-based compensation   $    3,929          $  3,846      $   8,385      $  7,899



Interest Income and Interest Expense
Interest income is earned on our cash, cash equivalents, restricted cash and
marketable securities. The increase in interest income for the three and six
months ended June 25, 2022 compared with the corresponding period of the prior
year was attributable to a slight increase in investment yields due to the
higher interest rate environment on higher invested balances.

Interest expense primarily includes interest on our term loans, interest rate
swap derivative contracts, and term loan issuance costs amortization charges.
The interest expense for the three and six months ended June 25, 2022 compared
to the same period of the prior year remained consistent despite a lower
outstanding debt due to increased average interest rates on the outstanding
debt.

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            Six Months Ended
                               June 25,       June 26,      June 25,      June 26,
                                 2022           2021          2022          2021

                                       (In thousands, except percentages)
Provision for income taxes   $   3,136       $ 2,283       $ 7,586       $ 5,489
Effective tax rate                 9.4  %       11.3  %       11.2  %       12.8  %



Provision for income taxes reflects the tax provision on our operations in
foreign and U.S. jurisdictions, offset by tax benefits from tax credits and the
foreign-derived intangible income ("FDII") deduction. Our effective tax rate may
vary from period to period based on changes in estimated taxable income or loss
by jurisdiction, changes to the valuation allowance, changes to U.S. federal,
state or foreign tax laws, changes in ASC 718 stock-based compensation
expense/benefit, future expansion into areas with varying country, state, and
local income tax rates, and deductibility of certain costs and expenses by
jurisdiction.

We have utilized our previous net operating loss carryforwards, and expect the FDII deduction and corresponding benefit to be available, resulting in a decrease from the U.S. statutory rate for the year ending December 31, 2022.



The decrease in the effective tax rate in the three months ended June 25, 2022
when compared to the corresponding period in the prior year was primarily driven
by an increased tax deduction from FDII.
                                       29
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As of January 1, 2022, the Tax Cuts and Jobs Act of 2017 eliminates the option
to deduct research and experimental expenditures immediately in the year
incurred and requires taxpayers to amortize such expenditures over five years in
the U.S. and fifteen years in foreign jurisdictions. While it is possible that
Congress may defer, modify, or repeal this provision, potentially with
retroactive effect, we have no assurance that this provision will be deferred,
modified, or repealed. If this provision is not deferred, modified, or repealed
with retroactive effect to January 1, 2022, we expect our cash taxes to slowly
increase over the next few years until we have fully utilized our Federal
research and development credits to offset our Federal tax liability to the
extent allowed by law.


Liquidity and Capital Resources

Capital Resources Our working capital was $377.5 million at June 25, 2022, compared to $375.3 million at December 25, 2021.



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

Our cash, cash equivalents and marketable securities totaled approximately
$266.3 million at June 25, 2022, compared to $276.1 million at December 25,
2021. Based on our historical results of operations, we expect that our cash,
cash equivalents, and marketable securities on hand, and the cash we expect to
generate from operations, will be sufficient to fund our short-term and
long-term liquidity requirements primarily arising from: research and
development, capital expenditures, working capital, outstanding commitments, and
other liquidity requirements associated with existing operations. However, we
cannot be certain that our cash, cash equivalents, and marketable securities on
hand, and cash generated from operations, will be available in the future to
fund all of our capital and operating requirements. In addition, any future
strategic investments and significant acquisitions may require additional cash
and capital resources. To the extent necessary, we may consider entering into
short and long-term debt obligations, raising cash through a stock issuance, or
obtaining new financing facilities, which may not be available on terms
favorable to us. If we are unable to obtain sufficient cash or capital to meet
our needs on a timely basis and on favorable terms, our business and operations
could be materially and adversely affected.

If we are unsuccessful in maintaining or growing our revenues, maintaining or
reducing our cost structure (in response to a potential reduction in demand due
to an industry downturn, COVID-19, or other event), or increasing our available
cash through debt or equity financings, our cash, cash equivalents and
marketable securities may decline.

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

Cash Flows
The following table sets forth our net cash flows from operating, investing and
financing activities:
                                                  Six Months Ended
                                              June 25,       June 26,
                                                2022           2021

                                                   (In thousands)

Net cash provided by operating activities $ 86,801 $ 66,155 Net cash used in investing activities $ (41,111) $ (59,813) Net cash used in financing activities $ (57,263) $ (31,916)





Operating Activities
Net cash provided by operating activities for the six months ended June 25, 2022
was primarily attributable to net income of $60.1 million and net non-cash
expenses of $42.0 million, which includes depreciation, amortization,
stock-based compensation, and the provision for excess and obsolete inventories.
These inflows were partially offset by net changes in working capital of $15.3
million, primarily related to cash paid for inventories of $32.3 million,
partially offset by cash provided by an increase in accounts payable of $7.5
million, an increase in accrued liabilities for $4.1 million, and a reduction in
accounts receivable of $5.5 million.

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Investing Activities
Net cash used in investing activities for the six months ended June 25, 2022 was
primarily related to $30.1 million property, plant and equipment purchases, $6.9
million net cash used to purchase marketable securities, and $3.1 million for
acquisition of a business.

Financing Activities
Net cash used in financing activities for the six months ended June 25, 2022
primarily related to $54.3 million used to purchase common stock under our stock
repurchase programs, $4.4 million of principal payments made towards the
repayment of our term loans, and $4.2 million related to tax withholdings
associated with the net share settlements of our equity awards, partially offset
by $5.7 million of proceeds received from issuances of common stock under our
employee stock purchase plan.

Debt

FRT Term Loan
On October 25, 2019, we entered into a $23.4 million three-year credit facility
loan agreement (the "FRT Term Loan"), to fund the acquisition of FRT GmbH, which
we acquired on October 9, 2019.

The FRT Term Loan bears interest at a rate equal to the Euro Interbank Offered
Rate ("EURIBOR") plus 1.75% per annum and will be repaid in quarterly
installments of approximately $1.8 million plus interest. The interest rate at
June 25, 2022 was 1.29%. As of June 25, 2022, the balance outstanding pursuant
to the FRT term loan was $3.7 million. The FRT Term Loan is expected to be fully
paid as of October 25, 2022.

Building Term Loan
On June 22, 2020, we entered into an $18.0 million 15-year credit facility loan
agreement (the "Building Term Loan"). The proceeds of the Building Term Loan
were used to finance the purchase of a building adjacent to our leased
facilities in Livermore, California.

The Building Term Loan bears interest at a rate equal to the applicable LIBOR
rate plus 1.75% per annum. Interest payments are payable in monthly installments
over a fifteen-year period. The interest rate at June 25, 2022 was 2.81%. As of
June 25, 2022, the balance outstanding pursuant to the Building Term Loan was
$16.0 million.

On March 17, 2020, we entered into a forward starting interest rate swap
agreement to hedge the interest payments on the Building Term Loan for the
notional amount of $18.0 million, and an amortization period that matches the
debt. As future levels of LIBOR over the life of the loan are uncertain, we
entered into this interest-rate swap agreement to hedge the exposure in interest
rate risks associated with movement in LIBOR rates. By entering into the
agreement, we converted a floating interest rate of one-month LIBOR plus 1.75%
into a fixed interest rate of 2.75%. As of June 25, 2022, the notional amount of
the loan that is subject to this interest rate swap is $16.0 million.

Stock Repurchase Programs



On October 26, 2020, our Board of Directors authorized a two-year program to
repurchase up to $50 million of outstanding common stock to offset potential
dilution from issuances of common stock under our stock-based compensation
programs. During fiscal 2021 we repurchased and retired 622,400 shares of common
stock for $24.0 million. During the six months ended June 25, 2022, we
repurchased and retired 676,408 shares of common stock for $26.0 million,
utilizing the remaining funds available for repurchase.

On May 20, 2022, our Board of Directors authorized an additional program to
repurchase up to $75 million of outstanding common stock, also with the primary
purpose to offset potential dilution from issuances of common stock under our
stock-based compensation programs. The share repurchase program will expire on
May 20, 2024. During the three months ended June 25, 2022, we repurchased and
retired 767,083 shares of common stock for $28.4 million under this program. As
of June 25, 2022, $46.6 million remained available for future repurchases.

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Contractual Obligations and Commitments

The following table summarizes our significant contractual commitments to make future payments in cash under contractual obligations as of June 25, 2022:


                                                                   Payments 

Due In Fiscal Year


                       Remainder
                          2022              2023             2024             2025             2026            Thereafter            Total
Operating leases     $    4,319          $ 7,564          $ 7,224          $ 7,187          $ 6,505          $     9,143          $ 41,942
Term loans -
principal payments        4,208            1,050            1,080            1,111            1,142               11,116            19,707
Term loans -
interest payments
(1)                         244              428              400              366              335                1,415             3,188
Total                $    8,771          $ 9,042          $ 8,704          $ 8,664          $ 7,982          $    21,674          $ 64,837

(1) Represents our minimum interest payment commitments at 2.81% per annum for the Building Term Loan and 1.29% per annum for the FRT Term Loan. This also excludes any amounts related to our interest rate swap.

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
June 25, 2022, we were not involved in any such off-balance sheet arrangements.

Recent Accounting Pronouncements

See Note 1, Basis of Presentation and New Accounting Pronouncements, of Notes to Condensed Consolidated Financial Statements.

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