What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-08-08 compared with 2023-05-09 · 126 added, 80 removed, 177 unchanged (54% of the section changed)

8 unchanged sentences

We have no obligation to update any of these statements.

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements, including risks related to general market trends, the benefits of acquisitions and investments, our supply chain, uncertainties related to COVID-19 and other global, regional or national public health-related crises and the impact of our responses to them, the interpretation and impacts of changes in export controls and other trade barriers, military conflicts, political volatility and similar factors, our ability to execute our business strategy and other risks discussed in the section titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2022 and in this Quarterly Report on Form 10-Q.

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these statements, including risks related to general market trends, the benefits of acquisitions and investments, our supply chain, uncertainties related to global, regional or national public health-related crises and the impact of our responses to them, the interpretation and impacts of changes in export controls and other trade barriers, military conflicts, political volatility and similar factors, our ability to execute our business strategy and other risks discussed in the section titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2022 and in this Quarterly Report on Form 10-Q.

You should carefully consider the numerous risks and uncertainties described under these sections.

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and its subsidiaries.

FormFactor, Inc., headquartered in Livermore, California, is a leading provider of essential test and measurement technologies along the full semiconductor product lifecycle - from characterization, modeling, reliability, and design de-bug, to qualification and production test.

FormFactor, Inc., headquartered in Livermore, California, is a leading provider of essential test and measurement technologies along the full semiconductor product lifecycle - from metrology and inspection, characterization, modeling, reliability, and design de-bug, to qualification and production test.

We provide a broad range of high-performance probe cards, analytical probes, probe stations, metrology systems, thermal systems, and cryogenic systems to both semiconductor companies and scientific institutions.

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

We generated net income of $1.3 million in the first three months of fiscal 2023 as compared to $29.9 million in the first three months of fiscal 2022.

The decrease in net income was primarily due to a decline in revenues and the associated decline in gross margins.

We generated net income of $2.2 million in the first six months of fiscal 2023 as compared to $60.1 million in the first six months of fiscal 2022.

The decrease in net income was primarily due to a decline in revenues and the associated decline in gross margins and higher operating expenses.

Significant Accounting Policies and the Use of Estimates

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Actual results in these areas could differ from management’s estimates.

During the three months ended April 1, 2023, 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 31, 2022, which was filed with the Securities and Exchange Commission on February 24, 2023, except for:

During the six months ended July 1, 2023, 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 31, 2022, which was filed with the Securities and Exchange Commission on February 24, 2023, except for:

Government Assistance

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If we do not meet the requirements of the Grant, we will be required to repay all or a portion of the Grant.

The Grant is included in our Condensed Consolidated Balance Sheets within Deferred grant and we have elected to recognize when earned as an offset to Cost of revenues and Operating expenses within our Condensed Consolidated Statements of Income.

The Grant is included in our Condensed Consolidated Balance Sheets within Deferred grant and we have elected to recognize the Grant when earned as an offset to Cost of revenues and Operating expenses within our Condensed Consolidated Statements of Income.

We have elected to present the proceeds from the Grant as cash provided by operating activities within our Condensed Consolidated Statements of Cash Flows as the Grant is to offset operations.

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

Three Months Ended

2023 March 26,

Three Months Ended Six Months Ended

2023 June 25,

Revenues 100.0 % 100.0 % 100.0 % 100.0 %

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Total operating expenses 39.5 30.3 37.9 30.3

Operating income 0.1 17.3

Interest income 0.8 0.1

Interest expense (0.1) (0.1)

Operating income (loss) (0.8) 16.0 (0.4) 16.7

Interest income, net 0.9 — 0.9 —

Other income, net 0.3 0.3 0.1 0.2

Income before income taxes 0.4 16.3 0.6 16.9

Provision for income taxes — 2.2

Provision (benefit) for income taxes (0.1) 1.5 (0.1) 1.9

Net income 0.5 % 14.8 % 0.7 % 15.0 %

Revenues by Segment and Market

Three Months Ended

2023 March 26,

Three Months Ended Six Months Ended

2023 June 25,

(In thousands)

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Three Months Ended

2023 % of Revenues March 26,

2023 % of Revenues June 25,

2022 % of Revenues $ Change % Change

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Total revenues $ 155,916 100.0 % $ 203,907 100.0 % $ (47,991) (23.5) %

Foundry & Logic — The decrease in Foundry & Logic product revenue for the three months ended April 1, 2023, compared to the three months ended March 26, 2022, was driven by the weakening demand in the semiconductor industry that began in the third quarter of fiscal 2022 and continued into the three months ended April 1, 2023 and resulted in decreased unit sales across all major customers.

DRAM — The decrease in DRAM product revenue for the three months ended April 1, 2023, compared to the three months ended March 26, 2022, was driven by lower customer demand, a result of the semiconductor industry's overall demand weakening and DRAM market weakness.

Flash — The decrease in Flash product revenue for the three months ended April 1, 2023, compared to the three months ended March 26, 2022, was driven by decreased customer demand from large multi-national customers, a result of the semiconductor industry's overall demand weakening and Flash market weakness.

Systems — The increase in Systems market revenue for the three months ended April 1, 2023, compared to the three months ended March 26, 2022, was driven by increased sales of our 200 millimeter probe stations and cryogenic systems, partially offset by decreased sales of our metrology systems.

Six Months Ended

2023 % of Revenues June 25,

2022 % of Revenues $ Change % Change

(Dollars in thousands)

Probe Cards Markets:

Foundry & Logic $ 183,529 56.7 % $ 236,501 58.9 % $ (52,972) (22.4) %

DRAM 50,354 15.6 71,280 17.8 (20,926) (29.4)

Flash 8,748 2.7 19,910 5.0 (11,162) (56.1)

Systems Market:

Systems 80,733 25.0 73,390 18.3 7,343 10.0

Total revenues $ 323,364 100.0 % $ 401,081 100.0 % $ (77,717) (19.4) %

Foundry & Logic — The decrease in Foundry & Logic product revenue for the three and six months ended July 1, 2023, compared to the three and six months ended June 25, 2022, was driven by the weaker demand in the semiconductor industry, especially in the personal computer and mobile sectors, that began in the third quarter of fiscal 2022 and has continued into the three and six months ended July 1, 2023 and has resulted in decreased unit sales across the majority of our major customers.

DRAM — The decrease in DRAM product revenue for the three and six months ended July 1, 2023, compared to the three and six months ended June 25, 2022, was driven by lower customer production activity and demand for our products in light of worldwide excess supply of DRAM chips, along with weaker demand in the overall semiconductor industry.

The decline for the six months ended July 1, 2023 was partially offset within the second quarter of fiscal 2023 due to increased demand for high bandwidth memory (“HBM”) chips utilized in artificial intelligence.

Flash — The decrease in Flash product revenue for the three and six months ended July 1, 2023, compared to the three and six months ended June 25, 2022, was driven by lower customer production activity and demand for our products in light of worldwide excess supply, a result of the semiconductor industry's overall demand weakening and Flash market weakness.

Systems — The increase in Systems market revenue for the three and six months ended July 1, 2023, compared to the three and six months ended June 25, 2022, was driven by increased sales of probe stations and cryogenic systems, partially offset by decreased sales of our metrology systems.

Revenues by Geographic Region

Three Months Ended

2023 % of Revenues March 26,

2022 % of Revenues

Three Months Ended Six Months Ended

2023 % of Revenues June 25,

2022 % of Revenues July 1,

Revenue June 25,

(Dollars in thousands)

Taiwan $ 40,329 24.1 % $ 53,069 26.9 %

United States $ 42,673 27.4 % $ 31,242 15.3 % $ 80,404 24.9 % $ 56,889 14.2 %

China 27,099 16.2 38,399 19.5

Taiwan 29,512 18.9 50,020 24.5 69,841 21.6 103,089 25.7

South Korea 27,863 17.9 28,755 14.1 48,638 15.0 56,256 14.0

Malaysia 11,270 6.7 22,199 11.3

Japan 10,977 6.6 9,382 4.8

China 23,508 15.1 49,735 24.4 50,607 15.7 88,134 22.0

Europe 10,816 6.9 8,091 4.0 20,242 6.3 16,486 4.1

Japan 7,932 5.1 9,937 4.9 18,909 5.8 19,319 4.8

Malaysia 6,677 4.3 16,244 8.0 17,947 5.6 38,443 9.6

Singapore 2,823 1.8 7,108 3.5 8,163 2.5 18,004 4.5

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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 months ended April 1, 2023, compared to the three months ended March 26, 2022, were primarily attributable to changes in customer demand, shifts in customer regional manufacturing strategies, particularly with our large multinational customers, and product sales mix.

Changes in revenue by geographic region for the three and six months ended July 1, 2023, compared to the three and six months ended June 25, 2022, were primarily attributable to changes in customer demand, shifts in customer regional manufacturing strategies, particularly with our large multinational customers, and product sales mix.

More specifically, the increase in revenues for the United States, and decreases in revenues for China and Malaysia were driven principally by a single large U.S.-based company with operations in these regions.

The decrease in China mentioned previously is also impacted by lowered demand from a large Chinese DRAM integrated device manufacturer and the impact from expanded export license requirements imposed by the United States government in the fourth quarter of fiscal 2022 for exporting advanced U.S.

semiconductor technology sold in China.

The decrease in revenues for China was also impacted by lowered demand from a large Chinese DRAM integrated device manufacturer and the impact from expanded export license requirements imposed by the United States government in the fourth quarter of fiscal 2022 for exporting advanced U.S.

semiconductor technology to China.

Cost of Revenues and Gross Margins

6 unchanged sentences

Three Months Ended

2023 March 26,

2023 June 25,

2022 $ Change % Change

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Gross margin 38.7 % 46.3 %

Six Months Ended

2023 June 25,

2022 $ Change % Change

Gross profit $ 121,361 $ 188,593 $ (67,232) (35.6) %

Gross margin 37.5 % 47.0 %

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

Three Months Ended

April 1, 2023 March 26, 2022

July 1, 2023 June 25, 2022

Probe Cards Systems Corporate and Other Total Probe Cards Systems Corporate and Other Total

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Gross margin 36.5 % 52.0 % 38.7 % 46.8 % 50.5 % 46.3 %

Probe Cards — For the three months ended April 1, 2023, gross margins decreased compared to the three months ended March 26, 2022, primarily due to unfavorable absorption of costs on lower production volumes and greater inventory excess and obsolescence reserves.

Systems — For the three months ended April 1, 2023, gross margins decreased compared to the three months ended March 26, 2022, primarily as a result of less favorable product mix.

Six Months Ended

July 1, 2023 June 25, 2022

Probe Cards Systems Corporate and Other Total Probe Cards Systems Corporate and Other Total

Gross profit $ 85,735 $ 41,870 $ (6,244) $ 121,361 $ 155,622 $ 37,683 $ (4,712) $ 188,593

Gross margin 35.3 % 51.9 % 37.5 % 47.5 % 51.3 % 47.0 %

Probe Cards — For the three and six months ended July 1, 2023, gross margins decreased compared to the three and six months ended June 25, 2022, primarily due to unfavorable absorption of costs on lower production volumes, greater inventory excess and obsolescence reserves, and lower standard margins related to a less favorable product mix.

Systems — For the three and six months ended July 1, 2023, gross margins increased compared to the three and six months ended June 25, 2022, primarily as a result of higher volume on more favorable product mix.

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

Overall — Gross profit and gross margins fluctuate with revenue levels, product mix, selling prices, factory loading, labor costs, and material costs.

For the three months ended April 1, 2023, compared to the three months ended March 26, 2022, gross profit and gross margins have decreased on lower revenue levels, unfavorable absorption of costs on lower production volumes, and greater inventory excess and obsolescence reserves.

For the three and six months ended July 1, 2023, compared to the three and six months ended June 25, 2022, gross profit and gross margins have decreased because of lower revenue levels, unfavorable absorption of costs on lower production volumes, and greater inventory excess and obsolescence reserves.

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

Three Months Ended

2023 March 26,

Three Months Ended Six Months Ended

2023 June 25,

Stock-based compensation $ 1,515 $ 734 $ 3,425 $ 1,812

1 unchanged sentence

Three Months Ended

2023 March 26,

2023 June 25,

2022 $ Change % Change

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% of revenues 18.2 % 13.9 %

Research and development expenses in the three months ended April 1, 2023 increased when compared to the corresponding period in the prior year primarily due to an increase in headcount, which is to support our continued investment in technology leadership.

Increased general operational costs, annual salary adjustments, and stock-based compensation also contributed to the increase.

Six Months Ended

2023 June 25,

2022 $ Change % Change

(Dollars in thousands)

Research and development $ 56,585 $ 55,451 $ 1,134 2.0 %

% of revenues 17.5 % 13.8 %

Research and development expenses in the three and six months ended July 1, 2023 increased when compared to the corresponding period in the prior year primarily due to an increase in headcount to support our continued investment in technology leadership.

Increased stock-based compensation from timing of grants, salary adjustments, depreciation, and general operational costs also contributed to the increase.

These increases were partially offset by lower performance-based compensation and project material costs.

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

Three Months Ended April 1, 2023 compared to Three Months Ended March 26, 2022

Other general operational costs $ 490

Three Months Ended July 1, 2023 compared to Three Months Ended June 25, 2022 Six Months Ended July 1, 2023 compared to Six Months Ended June 25, 2022

Stock-based compensation $ 668 $ 1,054

Depreciation 263

Project material costs (471) (695)

Employee compensation costs (494) (279)

Depreciation 111 374

Restructuring charges 167 —

Other general operational costs 42 680

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

Three Months Ended

2023 March 26,

Three Months Ended Six Months Ended

2023 June 25,

Stock-based compensation $ 2,363 $ 1,695 $ 4,735 $ 3,681

1 unchanged sentence

Three Months Ended

2023 March 26,

2023 June 25,

2022 $ Change % Change

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% of revenues 21.3 % 16.4 %

Selling, general and administrative expenses decreased in the three months ended April 1, 2023 when compared to the corresponding period in the prior year, primarily driven by lower performance-based compensation, mostly offset by restructuring charges, higher stock-based compensation, and higher general operating expenses.

Six Months Ended

2023 June 25,

2022 $ Change % Change

(Dollars in thousands)

Selling, general and administrative $ 65,997 $ 66,312 $ (315) (0.5) %

% of revenues 20.4 % 16.5 %

Selling, general and administrative expenses decreased in the three and six months ended July 1, 2023 when compared to the corresponding period in the prior year, primarily driven by lower performance-based compensation and a reduction of headcount, partially offset by higher stock-based compensation, consulting fees, and general operating expenses.

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

Three Months Ended April 1, 2023 compared to Three Months Ended March 26, 2022

Three Months Ended July 1, 2023 compared to Three Months Ended June 25, 2022 Six Months Ended July 1, 2023 compared to Six Months Ended June 25, 2022

Employee compensation $ (2,812) $ (5,185)

Stock-based compensation 1,397 1,949

Consulting fees 665 818

General operating expenses 599 1,312

Restructuring charges — 791

Stock-based compensation 552

$ (151) $ (315)

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

Three Months Ended

2023 March 26,

Three Months Ended Six Months Ended

2023 June 25,

Stock-based compensation $ 5,326 $ 3,929 $ 10,334 $ 8,385

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Interest income is earned on our cash, cash equivalents, restricted cash and marketable securities.

The increase in interest income for the three months ended April 1, 2023 compared with the corresponding period of the prior year was attributable to an increase in investment yields due to the higher interest rate environment.

The increase in interest income for the three and six months ended July 1, 2023 compared with the corresponding period of the prior year was attributable to an increase in investment yields due to the higher interest rate environment.

Interest expense primarily includes interest on our term loan, interest rate swap derivative contracts, and term loan issuance costs amortization charges.

The interest expense for the three months ended April 1, 2023 compared to the same period of the prior year decreased due to lower outstanding debt.

The interest expense for the three and six months ended July 1, 2023 compared to the same period of the prior year decreased due to lower outstanding debt.

Other Income, Net

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Provision for Income Taxes

Three Months Ended

2023 March 26,

Three Months Ended Six Months Ended

2023 June 25,

(In thousands, except percentages)

Provision for income taxes $ 48 $ 4,450

Provision (benefit) for income taxes $ (208) $ 3,136 $ (160) $ 7,586

Effective tax rate (33.5) % 9.4 % (8.0) % 11.2 %

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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 allowing us to benefit more from the available FDII deduction, which, combined with higher research and development tax credits, results in a lower worldwide effective tax rate for the three months ended April 1, 2023 when compared to the corresponding period in the prior year.

The decrease in our effective tax rate for the three and six months ended July 1, 2023, when compared to the corresponding period in the prior year, was primarily driven by a change within the second quarter of fiscal 2023 to the estimated annual taxable income, including by jurisdiction.

The Creating Helpful Incentives to Produce Semiconductors and Science Act of 2022 (“CHIPS Act”) was signed into law on August 9, 2022.

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Capital Resources

Our working capital was $352.8 million at April 1, 2023, compared to $324.9 million at December 31, 2022.

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

Marketable securities primarily consist of U.S.

treasuries, U.S.

agency securities, corporate bonds, and commercial paper.

Our working capital was $354.2 million at July 1, 2023, compared to $324.9 million at December 31, 2022.

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

Marketable securities primarily consist of corporate bonds, U.S.

treasuries, commercial paper, and U.S.

agency securities.

We typically invest in highly rated securities with low probabilities of default.

Our investment policy requires investments to be rated single A or better, and limits the types of acceptable investments, issuer concentration and duration of the investment.

Our cash, cash equivalents and marketable securities totaled approximately $236.3 million at April 1, 2023, compared to $238.1 million at December 31, 2022.

Our cash, cash equivalents and marketable securities totaled approximately $236.9 million at July 1, 2023, compared to $238.1 million at December 31, 2022.

Based on our historical results of operations, we expect that our cash, cash equivalents, and marketable securities on hand, and the cash we expect to generate from operations, will be sufficient to fund our short-term and long-term liquidity requirements primarily arising from:

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The following table sets forth our net cash flows from operating, investing and financing activities:

Three Months Ended

2023 March 26,

Six Months Ended

2023 June 25,

(In thousands)

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Operating Activities

Net cash provided by operating activities for the three months ended April 1, 2023 was attributable to net income of $1.3 million and net non-cash expenses of $26.0 million, which includes depreciation, amortization, stock-based compensation, and the provision for excess and obsolete inventories, partially offset by an increase in net working capital of $15.1 million.

The increase in net working capital related to an increase in accounts receivable of $15.9 million and decreases in accrued liabilities and deferred revenues of $10.2 million and $6.0 million, respectively, partially offset by an increase in deferred grant of $18.0 million.

Net cash provided by operating activities for the six months ended July 1, 2023 was attributable to net income of $2.2 million and net non-cash expenses of $49.1 million, which includes depreciation, amortization, stock-based compensation, and the provision for excess and obsolete inventories, partially offset by an increase in net working capital of $16.5 million.

The increase in net working capital related to decreases in accrued liabilities and deferred revenues of $10.6 million and $9.9 million, respectively, and increases in accounts receivable and inventory of $6.8 million and $5.9 million, respectively, partially offset by an increase in deferred grant of $18.0 million.

Investing Activities

Net cash used in investing activities for the three months ended April 1, 2023 primarily related to $19.7 million in property, plant and equipment purchases, partially offset by $6.2 million net cash received from the maturities and sales of marketable securities.

Net cash used in investing activities for the six months ended July 1, 2023 primarily related to $40.2 million in property, plant and equipment purchases and $8.3 million in net purchases of marketable securities.

Financing Activities

Net cash provided by financing activities for the three months ended April 1, 2023 primarily related to $5.0 million received from issuances of common stock under our employee stock purchase plan, partially offset by $0.3 million principal payments made towards the repayment of our term loan and $0.4 million related to tax withholdings associated with the net share settlements of our equity awards.

Net cash provided by financing activities for the six months ended July 1, 2023 primarily related to $5.0 million received from issuances of common stock under our employee stock purchase plan, partially offset by $0.5 million principal payments made towards the repayment of our term loan and $0.5 million related to tax withholdings associated with the net share settlements of our equity awards.

Building Term Loan

On June 22, 2020, we entered into an $18.0 million 15-year credit facility loan agreement (the “Building Term Loan”).

The proceeds of the Building Term Loan were used to finance the purchase of a building adjacent to our leased facilities in Livermore, California.

The Building Term Loan bears interest at a rate equal to the applicable LIBOR rate plus 1.75% per annum.

The proceeds of the Building Term Loan were used to purchase a building adjacent to our leased facilities in Livermore, California.

On May 19, 2023, we amended the Building Term Loan, replacing the benchmark reference rate London Interbank Offered Rate (“LIBOR“) with the term Secured Overnight Financing Rate (“SOFR”), with no change to the amount or timing of contractual cash flows.

The Building Term Loan bears interest at a rate equal to the applicable SOFR rate, plus 0.1148%, plus 1.75% per annum.

Interest payments are payable in monthly installments over a fifteen-year period.

The interest rate at April 1, 2023 was 4.66%.

As of April 1, 2023, the balance outstanding pursuant to the Building Term Loan was $15.2 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.

The interest rate at July 1, 2023 was 5.17%.

As of July 1, 2023, the balance outstanding pursuant to the Building Term Loan was $15.0 million.

On March 17, 2020, we entered into an interest rate swap agreement to hedge the interest payment on the Building Term Loan for the notional amount of $18.0 million, and an amortization period that matches the debt.

As future levels of LIBOR over the life of the loan are uncertain, we entered into this interest-rate swap agreement to hedge the exposure in interest rate risks associated with movement in LIBOR rates.

By entering into the agreement, we converted a floating interest rate of one-month LIBOR plus 1.75% into a fixed interest rate of 2.75%.

As of April 1, 2023, the notional amount of the loan that is subject to this interest rate swap is $15.2 million.

By entering into the agreement, we converted a floating-rate interest at one-month LIBOR plus 1.75% into a fixed-rate interest at 2.75%.

This agreement was amended on May 19, 2023 to replace the benchmark reference rate LIBOR with the term SOFR to match the Building Term Loan agreement (as amended).

After the amendment, the interest rate swap continues to convert our floating-rate interest into a fixed-rate at 2.75%.

As of July 1, 2023, the notional amount of the loan that is subject to this interest rate swap is $15.0 million.

Stock Repurchase Programs

On October 26, 2020, our Board of Directors authorized a two-year program to repurchase up to $50 million of outstanding common stock to offset potential dilution from issuances of common stock under our stock-based compensation programs.

During the three months ended March 26, 2022, we repurchased 240,548 shares of common stock for $9.4 million.

During the six months ended June 25, 2022, we repurchased 676,408 shares of common stock for $26.0 million.

We utilized the remaining funds available for repurchase under this program during fiscal 2022.

1 unchanged sentence

The share repurchase program will expire on May 20, 2024.

During the three months ended April 1, 2023, we did not repurchase any shares of common stock.

As of April 1, 2023, $18.6 million remained available for future repurchases.

During the six months ended July 1, 2023, we did not repurchase any shares of common stock.

As of July 1, 2023, $18.6 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 April 1, 2023:

The following table summarizes our significant contractual commitments to make future payments in cash under contractual obligations as of July 1, 2023:

Payments Due In Fiscal Year

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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 April 1, 2023, we were not involved in any such off-balance sheet arrangements.

As of July 1, 2023, we were not involved in any such off-balance sheet arrangements.

Recent Accounting Standards

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis