FORMFACTOR INC 10-Q

Item 1. Financial Statements FORMFACTOR, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) (Unaudited) September 26, 2020 December 28, 2019 ASSETS Current assets: Cash and cash equivalents $ 185,368 $ 144,545 Marketable securities 56,100 76,327 Accounts receivable, net of allowance for doubtful accounts of $ 222 and $ 222 96,946 97,868 Inventories, net 94,616 83,258 Restricted cash 1,477 1,981 Prepaid expenses and other current assets 21,687 15,064 Total current assets 456,194 419,043 Restricted cash 1,398 1,411 Operating lease, right-of-use-assets 29,320 31,420 Property, plant and equipment, net of accumulated depreciation 97,528 58,747 Goodwill 220,757 199,196 Intangibles, net 37,937 57,610 Deferred tax assets 71,464 71,252 Other assets 1,009 1,203 Total assets $ 915,607 $ 839,882 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 62,903 $ 40,914 Accrued liabilities 44,026 36,439 Current portion of term loans, net of unamortized issuance costs 9,120 42,846 Deferred revenue 13,670 9,810 Operating lease liabilities 6,555 6,551 Total current liabilities 136,274 136,560 Term loans, less current portion, net of unamortized issuance costs 26,874 15,639 Deferred tax liabilities 5,682 6,986 Long-term operating lease liabilities 26,794 29,088 Other liabilities 5,841 10,612 Total liabilities 201,465 198,885 Stockholders’ equity: Common stock, $ 0.001 par value: 250,000,000 shares authorized; 77,383,494 and 75,764,990 shares issued and outstanding 78 76 Additional paid-in capital 896,576 885,821 Accumulated other comprehensive income (loss) 2,479 ( 659 ) Accumulated deficit ( 184,991 ) ( 244,241 ) Total stockholders’ equity 714,142 640,997 Total liabilities and stockholders’ equity $ 915,607 $ 839,882 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 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Revenues $ 177,996 $ 140,604 $ 496,573 $ 410,835 Cost of revenues 101,247 85,286 286,267 247,644 Gross profit 76,749 55,318 210,306 163,191 Operating expenses: Research and development 22,878 20,096 65,064 59,893 Selling, general and administrative 31,834 25,887 82,282 77,354 Total operating expenses 54,712 45,983 147,346 137,247 Operating income 22,037 9,335 62,960 25,944 Interest income 249 724 1,310 1,988 Interest expense ( 193 ) ( 422 ) ( 682 ) ( 1,539 ) Other income, net 299 226 141 223 Income before income taxes 22,392 9,863 63,729 26,616 Provision (benefit) for income taxes ( 499 ) 1,584 4,479 5,906 Net income $ 22,891 $ 8,279 $ 59,250 $ 20,710 Net income per share: Basic $ 0.30 $ 0.11 $ 0.78 $ 0.28 Diluted $ 0.29 $ 0.11 $ 0.75 $ 0.27 Weighted-average number of shares used in per share calculations: Basic 77,029 75,280 76,436 74,749 Diluted 78,809 77,291 78,534 76,763 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 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Net income $ 22,891 $ 8,279 $ 59,250 $ 20,710 Other comprehensive income (loss), net of tax: Translation adjustments and other 1,867 ( 1,814 ) 2,231 ( 2,042 ) Unrealized gains (losses) on available-for-sale marketable securities ( 148 ) 11 349 304 Unrealized gains (losses) on derivative instruments 302 ( 536 ) 558 ( 1,222 ) Other comprehensive income (loss), net of tax 2,021 ( 2,339 ) 3,138 ( 2,960 ) Comprehensive income $ 24,912 $ 5,940 $ 62,388 $ 17,750 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 (Loss) Accumulated Deficit Total Nine Months Ended September 26, 2020 Balances, December 28, 2019 75,764,990 $ 76 $ 885,821 $ ( 659 ) $ ( 244,241 ) $ 640,997 Issuance of common stock under the Employee Stock Purchase Plan 485,566 — 7,875 — — 7,875 Issuance of common stock pursuant to exercise of options 205,769 1 1,712 — — 1,713 Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax 927,169 1 ( 15,383 ) — — ( 15,382 ) Stock-based compensation — — 16,551 — — 16,551 Other comprehensive income — — — 3,138 — 3,138 Net income — — — — 59,250 59,250 Balances, September 26, 2020 77,383,494 $ 78 $ 896,576 $ 2,479 $ ( 184,991 ) $ 714,142 Three Months Ended September 26, 2020 Balances, June 27, 2020 76,501,459 $ 77 $ 898,069 $ 458 $ ( 207,882 ) $ 690,722 Issuance of common stock under the Employee Stock Purchase Plan 173,975 — 3,809 — — 3,809 Issuance of common stock pursuant to exercise of options 100,000 — 844 — — 844 Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax 608,060 1 ( 11,583 ) — — ( 11,582 ) Stock-based compensation — — 5,437 — — 5,437 Other comprehensive income — — — 2,021 — 2,021 Net income — — — — 22,891 22,891 Balances, September 26, 2020 77,383,494 $ 78 $ 896,576 $ 2,479 $ ( 184,991 ) $ 714,142 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 FORMFACTOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands, except shares) (Unaudited) Shares Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) 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 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 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 loss — — — ( 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 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 FORMFACTOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended September 26, 2020 September 28, 2019 Cash flows from operating activities: Net income $ 59,250 $ 20,710 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 14,491 12,644 Amortization 20,249 20,248 Reduction in the carrying amount of right-of-use assets 4,294 3,921 Stock-based compensation expense 16,774 17,088 Provision for excess and obsolete inventories 9,763 8,046 Gain on contingent consideration ( 3,771 ) — Other adjustments to reconcile net income to net cash provided by operating activities ( 977 ) 152 Changes in assets and liabilities: Accounts receivable 5,712 10,580 Inventories ( 18,566 ) ( 17,246 ) Prepaid expenses and other current assets ( 5,619 ) ( 3,727 ) Other assets 219 ( 595 ) Accounts payable 18,054 10,074 Accrued liabilities 4,754 ( 856 ) Other liabilities 272 2,374 Deferred revenues 3,806 3,625 Operating lease liabilities ( 4,496 ) ( 3,660 ) Net cash provided by operating activities 124,209 83,378 Cash flows from investing activities: Acquisition of property, plant and equipment ( 41,887 ) ( 14,242 ) Acquisition of business, net of cash acquired ( 34,999 ) — Proceeds from sale of a subsidiary 82 93 Purchases of marketable securities ( 29,721 ) ( 59,602 ) Proceeds from maturities and sales of marketable securities 50,330 33,704 Net cash used in investing activities ( 56,195 ) ( 40,047 ) Cash flows from financing activities: Proceeds from issuances of common stock 9,588 7,672 Tax withholdings related to net share settlements of equity awards ( 15,382 ) ( 7,898 ) Proceeds from term loan debt 18,000 — Principal repayments on term loans ( 41,098 ) ( 18,750 ) Payment of term loan debt issuance costs ( 78 ) — Net cash used in financing activities ( 28,970 ) ( 18,976 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 1,262 ( 161 ) Net increase in cash, cash equivalents and restricted cash 40,306 24,194 Cash, cash equivalents and restricted cash, beginning of period 147,937 100,546 Cash, cash equivalents and restricted cash, end of period $ 188,243 $ 124,740 Non-cash investing and financing activities: Change in accounts payable and accrued liabilities related to property, plant and equipment purchases $ 3,041 $ 1,062 Operating lease, right-of-use assets obtained in exchange for lease obligations 1,549 36,300 Supplemental disclosure of cash flow information: Cash paid for income taxes, net $ 7,475 $ 2,875 Cash paid for interest 683 1,128 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 FORMFACTOR, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 — Basis of Presentation and 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 ("SEC"). However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of December 28, 2019 is derived from our 2019 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 2019 Annual Report on Form 10-K filed with the SEC on February 21, 2020. 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 2020 and 2019 each contain 52 weeks and the nine months ended September 26, 2020 and September 28, 2019 each contained 39 weeks. Fiscal 2020 will end on December 26, 2020. Significant Accounting Policies Our significant accounting policies have not changed during the nine months ended September 26, 2020 from those disclosed in our Annual Report on Form 10-K for the year ended December 28, 2019. Reclassifications Certain immaterial reclassifications were made to the prior year financial statements to conform to the current year presentation. New Accounting Pronouncements ASU 2016-13 In June 2016, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, "Measurement of Credit Losses on Financial Instruments (Topic 326)." The provisions of this standard require financial assets measured at amortized cost to be presented at the net amount expected to be collected. An allowance account would be established to present the net carrying value at the amount expected to be collected. ASU 2016-13 also provides that credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. The guidance was amended through various ASU's subsequent to ASU 2016-13, all of which was effective beginning fiscal 2020. We adopted ASU 2016-13 on a prospective basis on December 29, 2019, the first day of fiscal 2020. The adoption did not have a material effect on our financial position, results of operations or cash flows. ASU 2018-15 In August 2018, the FASB issued 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. We adopted ASU 2018-15 on a prospective basis on December 29, 2019, the first day of fiscal 2020. The adoption did not have a material effect on our financial position, results of operations or cash flows. ASU 2019-12 In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740),” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. We have not yet determined the impact of this standard on our financial position, results of operations or cash flows. 9 ASU 2020-04 In March 2020, the FASB issued ASU 2020-04, "Referenced Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The amendments in this update apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The amendments in this update are elective and are effective upon issuance for all entities. We have not yet evaluated the transition approach for our LIBOR indexed contracts and have not determined whether we will be electing such expedients and exceptions. Release No. 33-10786 In May 2020, the SEC issued Final Rule Release No. 33-10786, which amends the financial statement requirements for acquisitions and dispositions of businesses and related pro forma financial information required under SEC Regulation S-X, Rule 3-05. The final rule modifies the significance test required in SEC Regulation S-X, Rule 1-02(w) by raising the significance threshold for reporting dispositions of a business from 10% to 20% and by modifying the calculation of the investment and income tests. The modifications are effective for fiscal years starting after December 31, 2020 with early adoption permitted. We early adopted these modifications on June 28, 2020, the first day of the third quarter. 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 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Intel Corporation 25.6 % 23.9 % 32.4 % 23.8 % Taiwan Semiconductor Manufacturing Co.,LTD. 10.6 % * * * Samsung Electronics., LTD. 10.6 % * * 10.0 % Micron Technology, Inc. 10.1 % 11.9 % * * SK Hynix Inc. * 13.5 % * 10.6 % 56.9 % 49.3 % 32.4 % 44.4 % *Represents less than 10% of total revenues. At September 26, 2020, two customers accounted for 26.6 % and 18.3 % of gross accounts receivable, respectively. At December 28, 2019, three customers accounted for 25.7 %, 15.1 % and 11.5 % 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 26, 2020 December 28, 2019 Raw materials $ 44,586 $ 38,528 Work-in-progress 32,770 29,720 Finished goods 17,260 15,010 $ 94,616 $ 83,258 Note 4 — Acquisition FRT Acquisition On October 9, 2019, we acquired 100 % of the shares of FRT GmbH ("FRT"), a German-based company, for total consideration of $ 26.9 million, net of cash acquired of $ 1.7 million. The fair value of the purchase consideration was comprised of a $ 22.2 million cash payment and $ 6.5 million of contingent consideration as of October 9, 2019. We estimated the acquisition price and the allocation of fair value to assets acquired and liabilities assumed as of the acquisition date, October 9, 2019. We subsequently made certain immaterial adjustments to the acquisition price allocation related to 10 acquired assets and assumed liabilities, including to intangibles assets. We finalized our allocation of the assets acquired, including goodwill and intangibles, and liabilities assumed for the purchase as follows (in thousands): Amount Cash and cash equivalents $ 1,687 Accounts receivable 3,079 Inventory 2,643 Property, plant and equipment 696 Operating lease, right of use assets 335 Prepaid expenses and other current assets 838 Tangible assets acquired 9,278 Customer deposits ( 1,933 ) Accounts payable and accrued liabilities ( 1,182 ) Operating lease liabilities ( 335 ) Deferred tax liabilities ( 5,757 ) Total tangible assets acquired and liabilities assumed 71 Intangible assets 17,429 Goodwill 11,123 Net Assets Acquired $ 28,623 The intangible assets as of the closing date of the acquisition included (in thousands): Amount Weighted Average Useful Life (in years) Developed technologies $ 12,505 8.0 Customer relationships 3,071 6.0 Backlog 1,645 0.5 Trade names 208 2.0 Total intangible assets $ 17,429 7.0 Indications of fair value of the intangible assets acquired in connection with the acquisition were determined using either the income, market or replacement cost methodologies. The intangible assets are being amortized over periods which reflect the pattern in which economic benefits of the assets are expected to be realized. The contingent consideration is a cash amount equal to 1.5 x Earnings Before Interest and Tax ("EBIT") as defined in the purchase agreement, from a minimum of zero up to a maximum of € 10.3 million, payable subject to the performance of the acquired business in calendar 2020. For purchase accounting, we estimated the fair value of contingent consideration using a probability weighted approach. Key assumptions in determining the fair value of contingent consideration include estimating the probability of achieving certain EBIT levels and discounting at an appropriate discount rate. See Note 8, Fair Value and Derivative Instruments , for further discussion on the fair value of contingent consideration. This acquisition strengthens our leadership in test and measurement by expanding our addressable market into 3D hybrid surface metrology and extending the optical applications scope of our existing Systems segment. Separate from the purchase agreement, on October 25, 2019, we entered into a term loan agreement with a lender for an aggregate amount of $ 23.4 million to finance the acquisition. See Note 6, Debt , for further discussion of the term loan agreement. Identifiable Intangible Assets Valuation of intangible assets involves multiple assumptions. The key assumptions are described below. 11 Developed technologies acquired primarily consists of existing technology related to hybrid 3D surface metrology measurement equipment. We valued the developed technologies using the multi-period excess earnings method under the income approach. Using this approach, the estimated fair values were calculated using expected future cash flows from specific products discounted to their net present values at an appropriate risk-adjusted rate of return. Customer relationships represent the fair value of future projected revenues that will be derived from the sale of products to FRT's existing customers. We valued customer relationships using the incremental cash flow method. This method estimates value based on the incremental cash flow afforded by having the customers relationships in place on the acquisition date versus having no relationships in place and needing to replicate or replace those relationships. The incremental cash flows are then discounted to a present value to arrive at an estimate of fair value for this asset class. Backlog represents business under existing contractual obligations. Expected cash flow from backlog was valued on a direct cash flow basis. The identified trade names intangible relates to the estimated fair value of future cash flows related to the FRT brand. We valued trade names by applying the relief-from-royalty method under the income approach. This method is based on the application of a royalty rate to forecasted revenue under the trade name. Goodwill The excess of purchase price over the fair value assigned to the assets acquired and liabilities assumed represents the amount of goodwill resulting from the acquisition. We believe the factors that contributed to goodwill include synergies that are specific to our consolidated business, such as cost savings and operational efficiencies, and the acquisition of a talented workforce that expands our expertise in business development and commercializing semiconductor test products, none of which qualify for recognition as a separate intangible asset. We do not expect any portion of this goodwill to be deductible for tax purposes. The goodwill attributable to the acquisition was recorded as a non-current asset and is not amortized, but is subject to an annual review for impairment. The goodwill arising from the acquisition was allocated to the FRT reporting unit within the Systems reportable segment. We have not presented unaudited combined pro forma financial information as the FRT acquisition was not significant to our consolidated results of operations and financial position. Baldwin Park Acquisition On July 30, 2020, we acquired the probe card assets of Advantest Corporation ("Baldwin Park") for total cash consideration of $ 35 million. This acquisition brings important enabling technologies and capabilities for designing and manufacturing advanced probe cards, and adds a complementary 3D-NAND Flash probe-card product that is qualified and in production at one of the world's leading NAND Flash manufacturers. As of the reporting date, we have not completed the valuation of assets acquired and liabilities assumed. While the identification of identifiable intangible assets is still in process, we expect certain amounts provisionally recorded as goodwill will be ultimately allocated to such assets as customer relationships, developed technologies, backlog and potentially other technology-related assets as we complete purchase accounting. Consistent with the status of the identification of intangible assets, at this time we do not have an estimate of the allocation of value between amortizing and non-amortizing intangible assets, however we do expect that some amount of intangible assets provisionally recorded as goodwill will ultimately be allocated to an amortizing intangible asset. At the time such amount is estimable, we will record any amortization required between the acquisition date and the date at which the amounts become estimable. While we do not yet have a reasonable basis on which to record any such amortization, the impact to the financial statements as a whole is not expected to be material assuming typical lives of these assets and ranges of potential allocation of value. The amounts presented below represent provisional amounts of assets acquired and liabilities assumed, which are recorded based on the best information available. As described above, adjustments to fair value for intangible assets have not yet been determined, however preliminary estimates have been determined for trade inventories and property, plant, and equipment step up. These provisional amounts are included in the table below and in the condensed consolidated balance sheets and are subject to revision as the fair value of the associated assets acquired and liabilities assumed is finalized. The total estimated purchase price would be allocated to the underlying assets acquired and liabilities assumed based on the provisional amounts, as follows (in thousands): 12 Amount Accounts receivable $ 4,365 Inventory 2,318 Property, plant and equipment 9,053 Operating lease, right of use assets 519 Prepaid expenses and other current assets 317 Tangible assets acquired 16,572 Accounts payable and accrued liabilities ( 572 ) Operating lease liabilities ( 519 ) Total tangible assets acquired and liabilities assumed 15,481 Goodwill 19,519 Net Assets Acquired $ 35,000 The operating results of the acquired business are included in the Company’s results of operations since the date of acquisition. Pro forma financial information has not been provided for the acquisition of Baldwin Park as it is not significant to the Company’s operations and financial position. Included in Cost of revenues in the Condensed Consolidated Statements of Income in the three and nine months ended September 26, 2020 is $ 0.5 million of amortization of the estimated step-up to fair value for finished goods and work-in-process inventories acquired and then sold to customers within the quarter. Note 5 — Goodwill and Intangible Assets Goodwill by reportable segment was as follows (in thousands): Probe Cards Systems Total Goodwill, gross, as of December 29, 2018 $ 172,482 $ 16,732 $ 189,214 Addition - FRT GmbH Acquisition — 10,148 10,148 Foreign currency translation — ( 166 ) ( 166 ) Goodwill, gross, as of December 28, 2019 172,482 26,714 199,196 Addition - FRT GmbH Acquisition — 975 975 Addition - Baldwin Park Acquisition 19,519 — 19,519 Foreign currency translation — 1,067 1,067 Goodwill, gross, as of September 26, 2020 $ 192,001 $ 28,756 $ 220,757 No goodwill impairments have been recorded during the nine months ended September 26, 2020 and the twelve months ended December 28, 2019. Intangible assets were as follows (in thousands): September 26, 2020 December 28, 2019 Intangible Assets Gross Accumulated Amortization Net Gross Accumulated Amortization Net Developed technologies $ 156,659 $ 131,289 $ 25,370 $ 154,951 $ 116,138 $ 38,813 Trade names 7,870 7,231 639 7,816 6,976 840 Customer relationships 43,460 31,532 11,928 44,229 27,057 17,172 Backlog 1,744 1,744 — 1,676 891 785 $ 209,733 $ 171,796 $ 37,937 $ 208,672 $ 151,062 $ 57,610 Amortization expense was included in our Condensed Consolidated Statements of Income as follows (in thousands): 13 Three Months Ended Nine Months Ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Cost of revenues $ 4,985 $ 4,707 $ 15,661 $ 14,137 Selling, general and administrative 1,547 1,372 4,588 6,111 $ 6,532 $ 6,079 $ 20,249 $ 20,248 The estimated future amortization of intangible assets is as follows (in thousands): Fiscal Year Amount Remainder of 2020 $ 6,105 2021 14,945 2022 5,708 2023 3,954 2024 2,200 Thereafter 5,025 $ 37,937 The table above does not include amortization related to the Baldwin Park acquisition as the fair value of intangible assets and their useful lives have not yet been determined. Note 6 — Debt Our debt consisted of the following (in thousands): September 26, 2020 December 28, 2019 Term loans $ 36,070 $ 58,514 Less unamortized issuance costs ( 76 ) ( 29 ) Term loans less issuance costs $ 35,994 $ 58,485 Future principal and interest payments on our term loans as of September 26, 2020, based on the interest rate in effect at that date were as follows (in thousands): Payments Due In Fiscal Year Remainder 2020 2021 2022 2023 2024 Thereafter Total Term loans - principal payments $ 2,278 $ 9,133 $ 9,161 $ 1,050 $ 1,080 $ 13,368 $ 36,070 Term loans - interest payments (1) 145 503 377 290 271 1,433 3,019 Total $ 2,423 $ 9,636 $ 9,538 $ 1,340 $ 1,351 $ 14,801 $ 39,089 (1) Represents our minimum interest payment commitments at 1.91 % per annum for the Building Term Loan and 1.30 % per annum for the FRT Term Loan. CMI Term Loan On June 24, 2016, we entered into a Credit Agreement (the “Credit Agreement”) with HSBC Bank USA, National Association ("HSBC"), as administrative agent, co-lead arranger, sole bookrunner and syndication agent, other lenders that may from time-to-time be a party to the Credit Agreement, and certain guarantors. Pursuant to the Credit Agreement, we obtained a senior secured term loan facility of $ 150 million (the “CMI Term Loan”). The proceeds of the CMI Term Loan were used to finance a portion of the purchase price paid in connection with the Cascade Microtech acquisition in fiscal 2016 and to pay related bank fees and expenses. The CMI Term Loan bore 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 elected to pay interest at 2.00 % over the one-month LIBOR rate. Interest payments were payable in monthly installments over a five-year period. 14 The principal payments on the CMI Term Loan were paid in equal quarterly installments that began June 30, 2016, in an annual amount equal to 5 % for year one, 10 % for year two, 20 % for year three, 30 % for year four and 35 % for year five. The final payment on the CMI Term Loan was June 30, 2020 and we are no longer subject to the terms of the Credit Agreement. FRT Term Loan On October 25, 2019, we entered into a $ 23.4 million three-year credit facility loan agreement (the "FRT Term Loan") with HSBC Trinkaus & Burkhardt AG, Germany, to fund the acquisition of FRT GmbH, which we acquired on October 9, 2019. See Note 4, Acquisition, for further details of the acquisition. 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 September 26, 2020 was 1.30 % The obligations under the FRT Term Loan are fully and unconditionally guaranteed by FormFactor, Inc. The FRT Term Loan contains negative covenants customary for financing of this type, including covenants that place limitations on the incurrence of additional indebtedness, the creation of liens, the payment of dividends; dispositions; fundamental changes, including mergers and acquisitions; loans and investments; sale leasebacks; negative pledges; transactions with affiliates; changes in fiscal year; sanctions and anti-bribery laws and regulations, and modifications to charter documents in a manner materially adverse to the Lenders. The FRT Term Loan also contains affirmative covenants and representations and warranties customary for financing of this type. As of September 26, 2020, the balance outstanding pursuant to the FRT term loan was $ 18.3 million and we were in compliance with all covenants. Building Term Loan On June 22, 2020, we entered into an $ 18.0 million 15 -year credit facility loan agreement (the “Building Term Loan”) with MUFG Union Bank, National Association ("Union Bank"). The proceeds of the Building Term Loan were used to 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 September 26, 2020 was 1.91 %. On March 17, 2020, we entered into an interest rate swap agreement with Union Bank to hedge the interest payments on the Building Term Loan for the notional amount of $ 18.0 million. 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 %. The interest rate swap also includes a 0 % floor that is effective for one year from the date of the swap. As of September 26, 2020, the notional amount of the loan that is subject to this interest rate swap is $ 17.8 million. See Note 8, Fair Value and Derivative Instruments , for additional information. The obligations under the Building Term Loan are guaranteed by a deed of trust covering certain real property and improvements and certain personal property used in connection therewith. The deed of trust creates a first priority lien or encumbrance on the property with only such exceptions as may be approved by the Union Bank in writing. The Credit Agreement contains covenants customary for financing of this type. As of September 26, 2020, the balance outstanding pursuant to the Building Term Loan was $ 17.8 million and we were in compliance with all covenants under the Credit Agreement. Note 7 — Accrued Liabilities Accrued liabilities consisted of the following (in thousands): 15 September 26, 2020 December 28, 2019 Accrued compensation and benefits $ 28,273 $ 21,329 Accrued income and other taxes 5,989 6,846 Accrued warranty 1,875 1,942 Accrued employee stock purchase plan contributions withheld 1,648 3,331 Accrued contingent consideration 2,966 — Other accrued expenses 3,275 2,991 $ 44,026 $ 36,439 Note 8 — 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 26, 2020 or the year ended December 28, 2019. The carrying values of Cash, Accounts receivable, net, Restricted cash, Prepaid expenses and other current assets, Accounts payable, Accrued liabilities, and Current portion of term loans, net of unamortized issuance costs, approximate fair value due to their short maturities. No changes were made to our valuation techniques during the first nine months of fiscal 2020. 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 26, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 71,663 $ — $ — $ 71,663 Marketable securities: U.S. treasuries 34,198 — — 34,198 Certificates of deposit — 2,428 — 2,428 U.S. agency securities — 2,083 — 2,083 Corporate bonds — 17,391 — 17,391 34,198 21,902 — 56,100 Foreign exchange derivative contracts — 470 — 470 Total assets $ 105,861 $ 22,372 $ — $ 128,233 Liabilities: Interest rate swap derivative contracts $ — $ ( 271 ) $ — $ ( 271 ) Contingent consideration — — ( 2,966 ) ( 2,966 ) Total liabilities $ — $ ( 271 ) $ ( 2,966 ) $ ( 3,237 ) 16 December 28, 2019 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 17,056 $ — $ — $ 17,056 Marketable securities: U.S. treasuries 10,468 — — 10,468 Certificates of deposit — 3,590 — 3,590 U.S. agency securities — 24,430 — 24,430 Corporate bonds — 33,928 — 33,928 Commercial paper — 3,911 — 3,911 10,468 65,859 — 76,327 Foreign exchange derivative contracts — 41 — 41 Interest rate swap derivative contracts — 26 — 26 Total assets $ 27,524 $ 65,926 $ — $ 93,450 Liabilities: Foreign exchange derivative contracts $ — $ ( 240 ) $ — $ ( 240 ) Contingent consideration — — ( 5,364 ) ( 5,364 ) Total liabilities $ — $ ( 240 ) $ ( 5,364 ) $ ( 5,604 ) 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. Contingent Consideration Contingent consideration, arising from the acquisition of FRT, is a cash amount equal to 1.5 x EBIT as defined in the purchase agreement, up to a maximum of € 10.3 million, payable subject to the performance of the acquired business in calendar 2020. We estimated the fair value of contingent consideration using a probability weighted approach. Key assumptions in determining the fair value of contingent consideration include estimating EBIT levels that are likely to be achieved during the performance period and discounting at an appropriate discount rate. Contingent consideration as of September 26, 2020 was estimated to be $ 3.0 million, a net decrease of $ 2.4 million from $ 5.4 million as of December 28, 2019. The net decrease was as a result of a $ 1.2 million increase in the estimated contingent consideration upon acquisition and as part of purchase accounting that was adjusted in the first fiscal quarter of 2020, offset by a net $ 3.6 million decrease in the estimated contingent consideration from subsequent remeasurement of the liability and foreign currency translation. 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 Accrued liabilities and Other liabilities 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): 17 Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) 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 26, 2020 $ ( 53 ) Interest expense $ ( 38 ) Interest expense $ — Three Months Ended September 28, 2019 $ 12 Interest expense $ 113 Interest expense $ — Nine Months Ended September 26, 2020 $ ( 323 ) Interest expense $ ( 26 ) Interest expense $ — Nine Months Ended September 28, 2019 $ ( 78 ) Interest expense $ 496 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, 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 (loss) and reclassified into earnings in the same period in which the hedged transaction affects earnings, and in the same line item on the Condensed Consolidated Statements of Income as the impact of the hedge transaction. At September 26, 2020, we expect to reclassify $ 0.5 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 26, 2020 will mature by the third quarter of fiscal 2021. The following table provides information about our foreign currency forward contracts outstanding as of September 26, 2020 (in thousands): Currency Contract Position Contract Amount (Local Currency) Contract Amount (U.S. Dollars) Euro Dollar Buy ( 10,341 ) ( 11,591 ) Euro Dollar Sell 9,835 11,447 Japanese Yen Sell 2,119,658 20,070 Korean Won Buy ( 3,259,002 ) ( 2,785 ) Total USD notional amount of outstanding foreign exchange contracts $ 17,141 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): 18 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 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Foreign exchange forward contracts Other income, net $ 529 $ ( 76 ) $ 878 $ 198 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 Gain (Loss) Recognized in Accumulated OCI on Derivative Location of Gain (Loss) Reclassified from Accumulated OCI into Income Amount of Gain (Loss) Reclassified from Accumulated OCI into Income Three Months Ended September 26, 2020 $ ( 553 ) Cost of revenues $ 150 Research and development 23 Selling, general and administrative 63 $ 236 Three Months Ended September 28, 2019 $ ( 642 ) Cost of revenues $ ( 126 ) Research and development ( 23 ) Selling, general and administrative ( 58 ) $ ( 207 ) Nine Months Ended September 26, 2020 $ 427 Cost of revenues $ 109 Research and development 11 Selling, general and administrative 16 $ 136 Nine Months Ended September 28, 2019 $ ( 1,096 ) Cost of revenues $ ( 297 ) Research and development ( 42 ) Selling, general and administrative ( 109 ) $ ( 448 ) Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis We measure and report our non-financial assets such as Property, plant and equipment, Goodwill and Intangible assets at fair value on a non-recurring basis if we determine these assets to be impaired or in the period when we make a business acquisition. Other than as discussed in Note 4, Acquisition , t here were no assets or liabilities measured at fair value on a nonrecurring basis during the three and nine months ended September 26, 2020 or September 28, 2019. Note 9 — 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. 19 Changes in our warranty liability were as follows (in thousands): Nine Months Ended September 26, 2020 September 28, 2019 Balance at beginning of period $ 1,942 $ 2,102 Accruals 2,771 2,742 Settlements ( 2,838 ) ( 3,051 ) Balance at end of period $ 1,875 $ 1,793 Note 10 — Property, Plant and Equipment, net Property, plant and equipment, net consisted of the following (in thousands): September 26, 2020 December 28, 2019 Land $ 4,751 $ — Machinery and equipment 219,908 201,861 Computer equipment and software 36,050 35,192 Furniture and fixtures 7,022 6,756 Leasehold improvements 78,400 76,081 Sub-total 346,131 319,890 Less: Accumulated depreciation and amortization ( 287,141 ) ( 273,001 ) Net, property, plant and equipment 58,990 46,889 Construction-in-process 38,538 11,858 Total $ 97,528 $ 58,747 Note 11 — Stockholders’ Equity and Stock-Based Compensation 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 28, 2019 3,069,000 $ 14.30 Awards granted 1,189,018 25.72 Awards vested ( 1,446,481 ) 13.70 Awards forfeited ( 42,384 ) 14.64 RSUs at September 26, 2020 2,769,153 19.52 Performance Restricted Stock Units We may grant Performance RSUs ("PRSUs") to certain executives, which vest based upon us achieving certain market performance criteria. On August 27, 2020, we granted 258,600 PRSUs to certain senior executives for a total grant date fair value of $ 6.9 million, which will be recognized ratably over the requisite service period. The performance criteria are based on a metric called Total Shareholder Returns ("TSR") for the period of July 1, 2020 - June 30, 2023, relative to the TSR of the companies identified as being part of the S&P semiconductor Select Industry Index (FormFactor peer companies) as of August 27, 2020. There were no other market based PRSUs granted during the nine months ended September 26, 2020. PRSUs are included as part of the RSU activity above. 20 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 28, 2019 361,769 $ 8.35 Options exercised ( 205,769 ) 8.32 Outstanding at September 26, 2020 156,000 $ 8.38 1.39 $ 2,427,060 Vested and expected to vest at September 26, 2020 156,000 $ 8.38 1.39 $ 2,427,060 Exercisable at September 26, 2020 156,000 $ 8.38 1.39 $ 2,427,060 Employee Stock Purchase Plan Information related to activity under our Employee Stock Purchase Plan ("ESPP") was as follows: Nine Months Ended September 26, 2020 Shares issued 485,566 Weighted average per share purchase price $ 16.47 Weighted average per share discount from the fair value of our common stock on the date of issuance $ 11.00 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 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Cost of revenues $ 962 $ 1,117 $ 2,800 $ 3,031 Research and development 1,326 1,729 4,154 4,830 Selling, general and administrative 3,221 3,658 9,820 9,227 Total stock-based compensation $ 5,509 $ 6,504 $ 16,774 $ 17,088 Unrecognized Compensation Costs At September 26, 2020, the unrecognized stock-based compensation was as follows (dollars in thousands): Unrecognized Expense Average Expected Recognition Period in Years Restricted stock units $ 34,513 2.31 Performance restricted stock units 10,499 2.28 Employee stock purchase plan 993 0.35 Total unrecognized stock-based compensation expense $ 46,005 2.26 Note 12 — 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): 21 Three Months Ended Nine Months Ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Weighted-average shares used in computing basic net income per share 77,029 75,280 76,436 74,749 Add potentially dilutive securities 1,780 2,011 2,098 2,014 Weighted-average shares used in computing diluted net income per share 78,809 77,291 78,534 76,763 Securities not included as they would have been antidilutive 264 — 354 23 Note 13 — Commitments and Contingencies Leases See Note 14, Leases . Contractual Obligations and Commitments Our contractual obligations and commitments have not materially changed as of September 26, 2020 from those disclosed in our Annual Report on Form 10-K for the year ended December 28, 2019. Legal Matters From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. As of September 26, 2020, and as of the filing of this Quarterly Report on Form 10-Q, we were not involved in any material legal proceedings. Note 14 — 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 8 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 7 years as of September 26, 2020 and the weighted-average discount rate was 4.52 %. The components of lease expense were as follows (in thousands): Three Months Ended Nine Months Ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Lease expense: Operating lease expense $ 1,818 $ 1,726 $ 5,536 $ 5,205 Short-term lease expense 32 53 94 101 Variable lease expense 372 252 1,159 920 $ 2,222 $ 2,031 $ 6,789 $ 6,226 Future minimum payments under our non-cancelable operating leases were as follows as of September 26, 2020 (in thousands): 22 Fiscal Year Amount Remainder of 2020 $ 1,877 2021 6,773 2022 5,549 2023 4,724 2024 4,471 Thereafter 16,272 Total minimum lease payments 39,666 Less: interest ( 6,317 ) Present value of net minimum lease payments 33,349 Less: current portion ( 6,555 ) Total long-term operating lease liabilities $ 26,794 Note 15 — Revenue Transaction price allocated to the remaining performance obligations: On September 26, 2020, we had $ 3.8 million of remaining performance obligations, which were comprised of deferred service contracts and extended warranty contracts not yet delivered. We expect to recognize approximately 31.9 % of our remaining performance obligations as revenue in the remainder of fiscal 2020, approximately 49.9 % in fiscal 2021, and approximately 18.2 % in fiscal 2022 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 26, 2020 and December 28, 2019 were $ 3.5 million and $ 0.9 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 at the end of each reporting period as a component of Deferred revenue and Other liabilities. Contract liabilities as of September 26, 2020 and December 28, 2019 were $ 14.7 million and $ 10.8 million, respectively. During the nine months ended September 26, 2020, we recognized $ 8.6 million of revenue, that was included in contract liabilities as of December 28, 2019. 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 16, Operating Segments and Enterprise-Wide Information , for further details. Note 16 — 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 26, 2020 September 28, 2019 Probe Cards Systems Corporate and Other Total Probe Cards Systems Corporate and Other Total Revenues $ 150,773 $ 27,223 $ — $ 177,996 $ 116,447 $ 24,157 $ — $ 140,604 Gross profit $ 69,641 $ 13,565 $ ( 6,457 ) $ 76,749 $ 48,127 $ 13,015 $ ( 5,824 ) $ 55,318 Gross margin 46.2 % 49.8 % — % 43.1 % 41.3 % 53.9 % — % 39.3 % 23 Nine Months Ended September 26, 2020 September 28, 2019 Probe Cards Systems Corporate and Other Total Probe Cards Systems Corporate and Other Total Revenues $ 419,272 $ 77,301 $ — $ 496,573 $ 338,187 $ 72,648 $ — $ 410,835 Gross profit 191,907 37,618 ( 19,219 ) $ 210,306 $ 141,913 $ 38,703 $ ( 17,425 ) $ 163,191 Gross margin 45.8 % 48.7 % — % 42.4 % 42.0 % 53.3 % — % 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 26, 2020 September 28, 2019 Probe Cards Systems Total Probe Cards Systems Total Market: Foundry & Logic $ 108,411 $ — $ 108,411 $ 68,431 $ — $ 68,431 DRAM 31,379 — 31,379 39,425 — 39,425 Flash 10,983 — 10,983 8,591 — 8,591 Systems — 27,223 27,223 — 24,157 24,157 Total $ 150,773 $ 27,223 $ 177,996 $ 116,447 $ 24,157 $ 140,604 Timing of revenue recognition: Products transferred at a point in time $ 150,252 $ 25,987 $ 176,239 $ 115,324 $ 23,561 $ 138,885 Services transferred over time 521 1,236 1,757 1,123 596 1,719 Total $ 150,773 $ 27,223 $ 177,996 $ 116,447 $ 24,157 $ 140,604 Geographical region: Taiwan $ 33,351 $ 3,584 $ 36,935 $ 16,513 $ 1,742 $ 18,255 United States 31,596 4,732 36,328 28,400 5,265 33,665 South Korea 28,337 1,234 29,571 22,779 818 23,597 China 24,851 3,695 28,546 24,427 6,956 31,383 Japan 12,288 4,857 17,145 13,640 3,289 16,929 Europe 11,679 5,300 16,979 5,754 3,794 9,548 Asia-Pacific 1 5,505 3,449 8,954 3,516 2,149 5,665 Rest of the world 3,166 372 3,538 1,418 144 1,562 Total $ 150,773 $ 27,223 $ 177,996 $ 116,447 $ 24,157 $ 140,604 24 Nine Months Ended September 26, 2020 September 28, 2019 Probe Cards Systems Total Probe Cards Systems Total Market: Foundry & Logic $ 323,503 $ — $ 323,503 $ 213,453 $ — $ 213,453 DRAM 75,127 — 75,127 104,355 — 104,355 Flash 20,642 — 20,642 20,379 — 20,379 Systems — 77,301 77,301 — 72,648 72,648 Total $ 419,272 $ 77,301 $ 496,573 $ 338,187 $ 72,648 $ 410,835 Timing of revenue recognition: Products transferred at a point in time $ 417,529 $ 73,393 $ 490,922 $ 335,054 $ 70,831 $ 405,885 Services transferred over time 1,743 3,908 5,651 3,133 1,817 4,950 Total $ 419,272 $ 77,301 $ 496,573 $ 338,187 $ 72,648 $ 410,835 Geographical region: China $ 107,756 $ 13,190 $ 120,946 $ 58,882 $ 14,699 $ 73,581 Taiwan 93,596 8,290 101,886 50,596 4,918 55,514 United States 79,575 16,790 96,365 88,127 18,170 106,297 South Korea 56,278 2,494 58,772 75,157 3,334 78,491 Europe 36,656 15,498 52,154 15,601 14,088 29,689 Japan 24,502 11,072 35,574 31,807 11,647 43,454 Asia-Pacific 1 14,307 9,010 23,317 12,568 4,043 16,611 Rest of the world 6,602 957 7,559 5,449 1,749 7,198 Total $ 419,272 $ 77,301 $ 496,573 $ 338,187 $ 72,648 $ 410,835 1 Asia-Pacific includes all countries in the region except China, Japan, South Korea, and Taiwan, which are disclosed separately. Note 17 — Subsequent Events On October 19, 2020, subsequent to the balance sheet date, we acquired High Precision Devices, Inc., for total cash consideration of $ 17.0 million, subject to adjustment for changes in working capital and payoff of debt as stipulated in the merger agreement. This acquisition brings highly specialized skills and know-how to address the unique test challenges within the emerging quantum computing, superconducting computing, and ultra-sensitive sensor markets which operate at temperatures as low as 30 millikelvin. 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. 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 business is not expected to be material to the Company’s operations and consolidated financial position.