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, 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, 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 26, 2020 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.

                                       25
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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, 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 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, metrology
systems, and thermal and cryogenic systems are included in the Systems segment.

We generated net income of $37.5 million in the first six months of fiscal 2021
as compared to $36.4 million in the first six months of fiscal 2020. The
increase in net income was primarily due to increased revenues, partially offset
by slightly lower margins on a lower mix of Foundry & Logic probe card sales and
higher operating expenses on higher operating levels.

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 believe that we operate in a critical infrastructure industry, as defined by
the U.S. Department of Homeland Security. This reduces the current and
anticipated impacts of the COVID-19 pandemic on our major customers and
suppliers, and upon our operations, as compared to companies that are not part
of the critical infrastructure. We currently continue to operate in all of our
manufacturing sites at production levels comparable to those prior to the
pandemic, albeit subject to certain safety and related constraints. Our other
operations are similarly 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 to date the disruptions in our operations, supply chain and customer
demand as a result of the COVID-19 pandemic have been somewhat limited, we
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. 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 26, 2020.

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 2020 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 26, 2021, 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 26,
2020, which was filed with the Securities and Exchange Commission on February
22, 2021.

                                       26
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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 26,                 June 27,                June 26,                 June 27,
                                                        2021                     2020                    2021                     2020
Revenues                                                   100.0  %                 100.0  %                100.0  %                 100.0  %
Cost of revenues                                            59.4                     58.1                    59.2                     58.1
Gross profit                                                40.6                     41.9                    40.8                     41.9
Operating expenses:
Research and development                                    13.5                     13.3                    13.2                     13.2
Selling, general and administrative                         16.2                     14.4                    16.1                     15.8

Total operating expenses                                    29.7                     27.7                    29.3                     29.0
Operating income                                            10.9                     14.2                    11.5                     12.9
Interest income                                              0.1                      0.2                     0.1                      0.3
Interest expense                                            (0.1)                    (0.1)                   (0.1)                    (0.2)
Other expense, net                                          (0.1)                       -                       -                        -
Income before income taxes                                  10.8                     14.3                    11.5                     13.0
Provision for income taxes                                   1.2                      1.4                     1.5                      1.6
Net income                                                   9.6  %                  12.9  %                 10.0  %                  11.4  %


Revenues by Segment and Market


                  Three Months Ended             Six Months Ended
               June 26,       June 27,       June 26,       June 27,
                 2021           2020           2021           2020
                                   (In thousands)
Probe Cards   $ 153,641      $ 133,784      $ 312,539      $ 268,499
Systems          34,435         24,040         62,173         50,078
              $ 188,076      $ 157,824      $ 374,712      $ 318,577


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                                                                                            Three Months Ended
                                         June 26,                                      June 27,
                                           2021              % of Revenues               2020              % of Revenues            $ Change            % Change
                                                                                          (Dollars in thousands)

Probe Cards Markets:
Foundry & Logic                        $ 103,726                       55.1  %       $ 109,347                       69.3  %       $ (5,621)                 (5.1) %
DRAM                                      42,088                       22.4             19,052                       12.1            23,036                 120.9
Flash                                      7,827                        4.2              5,385                        3.4             2,442                  45.3
Systems Market:
Systems                                   34,435                       18.3             24,040                       15.2            10,395                  43.2
Total revenues                         $ 188,076                      100.0  %       $ 157,824                      100.0  %       $ 30,252                  19.2  %

                                                                                             Six Months Ended
                                         June 26,                                      June 27,
                                           2021              % of Revenues               2020              % of Revenues            $ Change            % Change
                                                                                          (Dollars in thousands)
Probe Cards Markets:
Foundry & Logic                        $ 217,136                       57.9  %       $ 215,092                       67.6  %       $  2,044                   1.0  %
DRAM                                      75,986                       20.3             43,748                       13.7            32,238                  73.7
Flash                                     19,417                        5.2              9,659                        3.0             9,758                 101.0
Systems Market:
Systems                                   62,173                       16.6             50,078                       15.7            12,095                  24.2
Total revenues                         $ 374,712                      100.0  %       $ 318,577                      100.0  %       $ 56,135                  17.6  %



The decrease in Foundry & Logic product revenue for the three months ended
June 26, 2021, compared to the three months ended June 27, 2020, was driven
principally by lower demand from one major customer, partially offset by
increased unit sales to other large semiconductor foundries and integrated
device manufacturers, demonstrating success in diversifying across our strategic
accounts. The increase in Foundry & Logic product revenue for the six months
ended June 26, 2021, compared to the six months ended June 27, 2020, was driven
principally by increased unit sales to large semiconductor foundries and
integrated device manufacturers, partially offset by lower demand from one major
customer.

The increase in DRAM product revenue for the three and six months ended June 26,
2021, compared to the three and six months ended June 27, 2020, was driven by an
increase in sales as a result of increased design wins and customer demand.

The increase in Flash product revenue for the three and six months ended
June 26, 2021, compared to the three and six months ended June 27, 2020, was
driven by increased sales resulting from the acquisition of Baldwin Park. Our
revenue in this market continues to be highly variable.

The increase in Systems product revenue for the three and six months ended
June 26, 2021, compared to the three and six months ended June 27, 2020, was
driven by increased sales of cryogenic systems due to the acquisition of High
Precision Devices, Inc. ("HPD") and increased sales of thermal sub-systems and
metrology systems.

Due to COVID-19, there were various impacts across our segments due to
governmental mandates of social distancing. This resulted in a temporary factory
shutdown for almost two weeks during our first fiscal quarter of 2020 in certain
locations, limiting our manufacturing capacity. We believe these shutdowns
negatively affected revenue and impacted our ability to maintain typical lead
times, especially in our Probes segment. The plant shutdowns we experienced in
the six months ended June 27, 2020 did not recur in the six months ended
June 26, 2021, which presumably drove some of the increased sales, particularly
in the Probe Cards segment where the plant shutdowns in 2020 were longer in
duration than the shutdowns for the Systems segment.

                                       28
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Revenues by Geographic Region


                                                         Three Months Ended                                                             Six Months Ended
                                 June 26,             % of              June 27,             % of              June 26,             % of              June 27,             % of
                                   2021              Revenue              2020              Revenue              2021              Revenue              2020              Revenue
                                                                                              (Dollars in thousands)
Taiwan                         $  51,884                27.6  %       $  33,171                21.0  %       $  97,464                26.0  %       $  64,951                20.4  %
South Korea                       36,177                19.2  %          15,113                 9.6  %          55,262                14.7  %          29,201                 9.2  %
United States                     32,650                17.4  %          28,121                17.8  %          62,136                16.6  %          60,037                18.8  %
China                             31,827                16.9  %          48,758                30.9  %          74,452                19.9  %          92,400                29.0  %
Asia-Pacific1                     14,288                 7.6  %           6,500                 4.1  %          43,246                11.5  %          14,363                 4.5  %
Europe                            12,010                 6.4  %          14,132                 9.0  %          22,009                 5.9  %          35,175                11.0  %
Japan                              7,704                 4.1  %          10,059                 6.4  %          17,025                 4.5  %          18,429                 5.8  %
Rest of the world                  1,536                 0.8  %           1,970                 1.2  %           3,118                 0.9  %           4,021                 1.3  %
Total revenues                 $ 188,076               100.0  %       $ 157,824               100.0  %       $ 374,712               100.0  %       $ 318,577               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 six months ended
June 26, 2021, compared to the three and six months ended June 27, 2020, were
primarily attributable to changes in customer demand, shifts in customer
regional manufacturing strategies, particularly with our large multinational
customers, and product sales mix.

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 26,        June 27,
                   2021            2020         $ Change      % Change
Gross profit   $  76,283       $  66,167       $ 10,116         15.3  %
Gross margin        40.6  %         41.9  %

                                   Six Months Ended
                 June 26,        June 27,
                   2021            2020         $ Change      % Change
Gross profit   $ 152,989       $ 133,557       $ 19,432         14.5  %
Gross margin        40.8  %         41.9  %



                                       29

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


                                                                                        Three Months Ended
                                                   June 26, 2021                                                                  June 27, 2020
                                                             Corporate and                                                                  Corporate and
                       Probe Cards           Systems             Other               Total            Probe Cards           Systems             Other               Total
Gross profit          $    66,600          $ 16,907          $    (7,224)         $  76,283          $    61,523          $ 10,719          $    (6,075)         $  66,167
Gross margin                 43.3  %           49.1  %                                 40.6  %              46.0  %           44.6  %                                 41.9  %

                                                                                         Six Months Ended
                                                   June 26, 2021                                                                  June 27, 2020
                                                             Corporate and                                                                  Corporate and
                       Probe Cards           Systems             Other               Total            Probe Cards           Systems             Other               Total

Gross profit             $136,915          $ 30,506          $   (14,432)         $ 152,989             $122,266          $ 24,053          $   (12,762)         $ 133,557
Gross margin                 43.8  %           49.1  %                                 40.8  %              45.5  %           48.0  %                  

              41.9  %



Probe Cards
For the three and six months ended June 26, 2021, gross margins decreased
compared to the three and six months ended June 27, 2020, primarily due to a
lesser proportion of sales coming from higher gross margin Foundry & Logic probe
card sales and a greater proportion of sales coming from lower gross margin DRAM
sales, combined with higher materials costs.

Systems

For the three and six months ended June 26, 2021, gross margins increased compared to the three and six months ended June 27, 2020, primarily as a result of favorable product mix, largely related to increased sales of thermal sub-systems and metrology systems.



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 other which are not used in
evaluating the results of, or in allocating resources to, our reportable
segments.

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 26, 2021, compared to the three and six months ended June 27, 2020,
gross profit has increased on greater revenue levels while gross margins have
decreased, primarily on less favorable Probes segment product mix.

Cost of revenues included stock-based compensation expense as follows (in
thousands):
                                   Three Months Ended                Six Months Ended
                                June 26,           June 27,       June 26,       June 27,
                                  2021               2020           2021           2020
Stock-based compensation   $     1,079            $     901      $   2,414      $  1,838



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Research and Development
                                             Three Months Ended
                            June 26,       June 27,
                              2021           2020         $ Change      % Change
                                           (Dollars in thousands)
Research and development   $ 25,454       $ 20,919       $  4,535         21.7  %
% of revenues                  13.5  %        13.3  %

                                              Six Months Ended
                            June 26,       June 27,
                              2021           2020         $ Change      % Change
                                           (Dollars in thousands)
Research and development   $ 49,500       $ 42,186       $  7,314         17.3  %
% of revenues                  13.2  %        13.2  %



The increase in research and development expenses in the three and six months
ended June 26, 2021 when compared to the corresponding period in the prior year
was primarily driven by our recent acquisitions of Baldwin Park and HPD, which
increased headcount and general operational costs. Annual salary increases and
higher stock-based compensation also contributed to the increase. The increase
is in alignment with current operating levels with no change as a percent of
revenues for the six months ended June 26, 2021 when compared to the
corresponding period in the prior year.

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


                                                                          Three Months           Six Months
                                                                         Ended June 26,        Ended June 26,
                                                                          2021 compared         2021 compared
                                                                         to Three Months        to Six Months
                                                                         Ended June 27,        Ended June 27,
                                                                              2020                  2020
Employee compensation costs                                              $      2,992          $      4,429
Stock-based compensation                                                          274                   524
Project material costs                                                            206                   510
Depreciation                                                                      146                   260
Other general operations                                                   

      917                 1,591
                                                                         $      4,535          $      7,314



Research and development included stock-based compensation expense as follows
(in thousands):
                                 Three Months Ended              Six Months Ended
                               June 26,         June 27,      June 26,       June 27,
                                 2021             2020          2021           2020
Stock-based compensation   $    1,663          $  1,389      $   3,352      $  2,828



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Selling, General and Administrative


                                                         Three Months Ended
                                        June 26,       June 27,
                                          2021           2020         $ Change      % Change
                                                       (Dollars in thousands)
Selling, general and administrative    $ 30,479       $ 22,755       $  7,724         33.9  %
% of revenues                              16.2  %        14.4  %

                                                          Six Months Ended
                                        June 26,       June 27,
                                          2021           2020         $ Change      % Change
                                                       (Dollars in thousands)

Selling, general and administrative $ 60,494 $ 50,448 $ 10,046 19.9 % % of revenues

                              16.1  %        15.8  %



The increase in selling, general and administrative expenses in the three and
six months ended June 26, 2021 when compared to the corresponding period in the
prior year was primarily driven by our recent acquisitions of Baldwin Park and
HPD, which increased headcount and general operational costs. Annual salary
increases and higher stock-based compensation also contributed to the increase,
together with a benefit in the prior year related to contingent consideration
for the acquisition of FRT GmbH ("FRT") that did not repeat.

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


                                                                  Three Months           Six Months
                                                                 Ended June 26,        Ended June 26,
                                                                  2021 compared        2021 compared
                                                                 to Three Months       to Six Months
                                                                 Ended June 27,        Ended June 27,
                                                                      2020                  2020
Gain on contingent consideration                                 $      3,605          $     3,605
Employee compensation costs                                             2,831                4,903
Stock-based compensation                                                  494                1,300
General operating expenses                                                488                  506
Consulting fees                                                           145                  (34)
Travel related costs                                                      100                 (498)
Amortization of intangibles                                                61                  264
                                                                 $      7,724          $    10,046



Selling, general and administrative included stock-based compensation expense as
follows (in thousands):
                                 Three Months Ended              Six Months Ended
                               June 26,         June 27,      June 26,       June 27,
                                 2021             2020          2021           2020
Stock-based compensation   $    3,846          $  3,352      $   7,899      $  6,599



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Interest Income and Interest Expense


                                                     Three Months Ended                     Six Months Ended
                                                 June 26,           June 27,           June 26,           June 27,
                                                   2021               2020               2021               2020
                                                                      (Dollars in thousands)
Interest Income                                $     148          $     376          $     342          $   1,061
Weighted average balance of cash and
investments                                    $ 263,363          $ 235,888          $ 215,232          $ 223,340
Weighted average yield on cash and investments      0.32  %            0.81  %            0.35  %            1.26  %

Interest Expense                               $     116          $     171          $     296          $     489
Average debt outstanding                       $  30,453          $  32,368          $  31,358          $  38,843
Weighted average interest rate on debt              1.58  %            1.92  %            1.58  %            2.26  %



Interest income is earned on our cash, cash equivalents, restricted cash and
marketable securities. The decrease in interest income for the three and six
months ended June 26, 2021 compared with the corresponding period of the prior
year was attributable to lower investment yields due to the low interest rate
environment, despite 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 decrease in interest expense for the three and six months ended June 26,
2021 compared to the same period of the prior year was primarily due to lower
outstanding debt balances due to the pay-off of the term loan acquired when we
purchased Cascade Microtech, Inc, and subsequently paid off on June 30, 2020,
partially offset by the Building Term Loan that originated in the second quarter
of 2020. Interest expense was also lower due to lower 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 26,       June 27,      June 26,      June 27,
                                 2021           2020          2021          2020
                                       (In thousands, except percentages)
Provision for income taxes   $   2,283       $ 2,162       $ 5,489       $ 4,978
Effective tax rate                11.3  %        9.6  %       12.8  %       12.0  %



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 and included in our
worldwide effective tax rate for the year ending December 25, 2021.


Liquidity and Capital Resources

Capital Resources Our working capital was $343.6 million at June 26, 2021, compared to $332.5 million at December 26, 2020.



Cash and cash equivalents primarily consist of deposits held at banks and money
market funds. 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.

                                       33
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Our cash, cash equivalents and marketable securities totaled approximately
$256.2 million at June 26, 2021, compared to $255.0 million at December 26,
2020. 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.

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. An extended period of global supply chain and economic disruption could materially affect our business, results of operations, access to sources of liquidity and financial condition.



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 26,       June 27,
                                                2021           2020
                                                  (In thousands)

Net cash provided by operating activities $ 66,155 $ 82,447 Net cash used in investing activities (59,813) (20,977) Net cash used in financing activities $ (31,916) $ (7,265)





Operating Activities
Net cash provided by operating activities for the six months ended June 26, 2021
was primarily attributable to net income of $37.5 million and net non-cash
expenses of $51.9 million, further impacted by changes in operating assets and
liabilities, as explained below.

Inventories, net, increased $12.7 million to $111.9 million at June 26, 2021,
compared to $99.2 million at December 26, 2020, as a result of anticipated
projected customer demand. Due to provisions for excess and obsolete inventories
of $6.9 million, the change in Inventories, net, was further impacted.

Operating lease liabilities increased $7.4 million to $42.1 million at June 26,
2021, compared to $34.7 million at December 26, 2020 as a result of additional
right-of-use assets obtained in exchange for lease obligations of $11.6 million
offset by lease payments.

Investing Activities
Net cash used in investing activities for the six months ended June 26, 2021 was
primarily related to $31.3 million property, plant and equipment acquisitions,
and $28.5 million net cash used to purchase marketable securities.

Financing Activities
Net cash used in financing activities for the six months ended June 26, 2021
primarily related to $24.0 million used to purchase common stock under our stock
repurchase program, $5.3 million related to tax withholding associated with the
net share settlements of our equity awards, and $4.7 million of principal
payments made towards the repayment of our term loans, partially offset by $5.9
million of proceeds received from issuances of common stock under our employee
stock purchase plan and stock option plans, and $3.9 million paid to settle the
contingent consideration from the acquisition of FRT.

                                       34
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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 $2.0 million plus interest. The interest rate at
June 26, 2021 was 1.21%. As of June 26, 2021, the balance outstanding pursuant
to the FRT term loan was $12.5 million.

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 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 26, 2021 was 1.84%. As of
June 26, 2021, the balance outstanding pursuant to the Building Term Loan was
$17.0 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 convert a floating rate interest at one-month LIBOR plus 1.75%
into a fixed rate interest at 2.75%. As of June 26, 2021, the notional amount of
the loan that is subject to this interest rate swap is $17.0 million.

Stock Repurchase Program



In October 2020, our Board of Directors authorized a program to repurchase up to
$50.0 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 October 28, 2022. During the six months ended
June 26, 2021, we repurchased 620,200 shares of common stock for $24.0 million
and, as of June 26, 2021, $26.0 million remained available for future
repurchases.

Contractual Obligations and Commitments

The following table summarizes our significant contractual commitments to make future payments in cash under contractual obligations as of June 26, 2021:

Payments Due In Fiscal Year


                     Remainder 2021            2022              2023             2024             2025            Thereafter            Total
Operating leases    $        4,264          $  8,527          $ 7,172          $ 6,766          $ 6,742          $    14,850          $ 48,321
Term loans -
principal payments           4,677             9,376            1,050            1,080            1,111               12,259            29,553
Term loans -
interest payments
(1)                            228               364              281              262              240                1,146             2,521
Total               $        9,169          $ 18,267          $ 8,503          $ 8,108          $ 8,093          $    28,255          $ 80,395

(1) Represents our minimum interest payment commitments at 1.84% per annum for the Building Term Loan and 1.21% 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 26, 2021, we were not involved in any such off-balance sheet arrangements.

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Recent Accounting Pronouncements

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

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