What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-05 compared with 2025-05-06 · 182 added, 91 removed, 489 unchanged (36% of the section changed)

40 unchanged sentences

Additional paid-in capital 850,064 837,586

Accumulated other comprehensive loss ( 6,037 ) ( 10,840 )

Accumulated other comprehensive income (loss) 3,450 ( 10,840 )

Accumulated income 136,432 120,945

5 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended

2025 March 30,

Three Months Ended Six Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Revenues $ 195,798 $ 197,474 $ 367,154 $ 366,199

7 unchanged sentences

Operating income

12,306 17,772 15,575 39,075

Interest income, net 2,642 3,415 5,959 6,571

Other income, net

Other income (expense), net

( 6 ) 360 884 880

Income before income taxes 14,942 21,547 22,418 46,526

Provision for income taxes

2,372 2,155 3,447 5,353

Loss from equity investment 3,484 — 3,484 —

Net income $ 9,086 $ 19,392 $ 15,487 $ 41,173

9 unchanged sentences

(In thousands)

Three Months Ended

2025 March 30,

Three Months Ended Six Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Net income $ 9,086 $ 19,392 $ 15,487 $ 41,173

13 unchanged sentences

Comprehensive

Loss Accumulated

Three Months Ended March 29, 2025

Income (Loss) Accumulated

Three Months Ended June 28, 2025

Balances, March 29, 2025

77,075,636 $ 77 $ 844,488 $ ( 6,037 ) $ 127,346 $ 965,874

Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax 110,794 — ( 1,487 ) — — ( 1,487 )

Purchase and retirement of common stock through repurchase program ( 75,000 ) — ( 2,402 ) — — ( 2,402 )

Stock-based compensation — — 9,465 — — 9,465

Other comprehensive income — — — 9,487 — 9,487

Net income — — — — 9,086 9,086

Balances, June 28, 2025

77,111,430 $ 77 $ 850,064 $ 3,450 $ 136,432 $ 990,023

Six Months Ended June 28, 2025

Balances, December 28, 2024

7 unchanged sentences

Net income — — — — 15,487 15,487

Balances, June 28, 2025

77,111,430 $ 77 $ 850,064 $ 3,450 $ 136,432 $ 990,023

Three Months Ended June 29, 2024

Balances, March 30, 2024 77,241,118 $ 77 $ 857,326 $ ( 6,765 ) $ 73,112 $ 923,750

Issuance of common stock pursuant to vesting of restricted stock units, net of stock withheld for tax 112,129 — ( 1,729 ) — — ( 1,729 )

Purchase and retirement of common stock through repurchase program ( 72,195 ) — ( 2,904 ) — — ( 2,904 )

Stock-based compensation — — 10,590 — — 10,590

Other comprehensive loss — — — ( 1,183 ) — ( 1,183 )

Net income — — — — 19,392 19,392

Balances, June 29, 2024

77,281,052 $ 77 $ 863,283 $ ( 7,948 ) $ 92,504 $ 947,916

Three Months Ended March 30, 2024

Six Months Ended June 29, 2024

Balances, December 30, 2023 77,376,903 $ 77 $ 861,448 $ ( 4,052 ) $ 51,331 $ 908,804

5 unchanged sentences

Net income — — — — 41,173 41,173

Balances, March 30, 2024

Balances, June 29, 2024

77,281,052 $ 77 $ 863,283 $ ( 7,948 ) $ 92,504 $ 947,916

3 unchanged sentences

(In thousands)

Three Months Ended

2025 March 30,

Six Months Ended

2025 June 29,

Cash flows from operating activities:

8 unchanged sentences

Non-cash restructuring charges 2,160 —

Gain on sale of business — ( 20,271 )

Gain on sale of business and assets ( 103 ) ( 20,581 )

Loss from equity investment

Other adjustments to reconcile net income to net cash provided by operating activities ( 1,456 ) 344

12 unchanged sentences

Acquisition of property, plant and equipment ( 84,840 ) ( 21,834 )

Proceeds from sale of business — 21,275

Proceeds from sale of business and assets 103 21,585

Purchase of equity investment ( 67,156 ) —

4 unchanged sentences

Proceeds from issuances of common stock 21,576 4,948

Purchase of common stock through stock repurchase program ( 22,135 ) ( 17,334 )

Purchase of common stock through stock repurchase program, including excise tax paid ( 24,586 ) ( 20,271 )

Tax withholdings related to net share settlements of equity awards ( 3,619 ) ( 3,569 )

9 unchanged sentences

(In thousands)

Three Months Ended

2025 March 30,

Six Months Ended

2025 June 29,

Non-cash investing and financing activities:

20 unchanged sentences

We operate on a 52/53 week fiscal year, whereby the fiscal year ends on the last Saturday of December.

Fiscal 2025 and 2024 each contain 52 weeks and the three months ended March 29, 2025 and March 30, 2024 each contained 13 weeks.

Fiscal 2025 and 2024 each contain 52 weeks and the six months ended June 28, 2025 and June 29, 2024 each contained 26 weeks.

Fiscal 2025 will end on December 27 , 2025.

Significant Accounting Policies

Our significant accounting policies have not changed during the three months ended March 29, 2025 from those disclosed in our Annual Report on Form 10-K for the year ended December 28, 2024, except for:

Our significant accounting policies have not changed during the six months ended June 28, 2025 from those disclosed in our Annual Report on Form 10-K for the year ended December 28, 2024, except for:

Equity Investment

On February 21, 2025, Frontier Investments Co., Ltd (“HoldCo”), a joint holding company in which we hold a 20 % share of the equity and an affiliate of MBK Partners holds an 80 % share of the equity, through HoldCo’s wholly-owned subsidiary, FM Holdings Co., Ltd., acquired 100 % of the shares of FICT Limited (“FICT”) from Advantage Partners Inc.

Our investment of $ 67.2 million, comprises the funding of our share of the purchase price of $ 59.6 million, subject to changes in foreign currency fluctuations, and acquisition costs of $ 7.5 million.

Our initial investment of $ 67.2 million is comprised of the funding of our share of the purchase price of $ 59.6 million, subject to changes in foreign currency fluctuations, and acquisition costs of $ 7.5 million.

Headquartered in Nagano, Japan, FICT is a provider of semiconductor test and high-performance computing industries with complex multi-layer organic substrates, printed circuit boards, and related leading-edge technologies and services.

This investment is accounted for as an equity method investment and recorded in Equity investment on our Condensed Consolidated Balance Sheets.

We will report the results of our share of the investment with HoldCo on a one-quarter lag as their results are not expected to be available in time to be recorded in the concurrent period.

During the three months ended March 29, 2025, we engaged in transactions with FICT, a related party.

These transactions were conducted in the normal course of business and at arm's length.

The total amount of these transactions was not material to our financial statements.

This investment is accounted for as an equity method investment, with the income or loss from our pro-rata share of the HoldCo's financial results changing our carrying value of the investment.

We report our pro-rata share of the HoldCo's financial results on a one-quarter lag as their results are not available in time to be recorded in the concurrent period.

During the three and six months ended June 28, 2025, we recorded a $ 3.5 million loss of our equity share of the HoldCo using lag reporting.

As of June 28, 2025, the carrying value of our investment was $ 67.3 million, and recorded in Equity investment on our Condensed Consolidated Balance Sheets.

As of June 28, 2025, we had a $ 7.3 million basis difference between the carrying value of our investment and our proportionate share of the underlying net assets of the Holdco.

The basis difference is accounted for as equity method goodwill that is not amortized.

We engage in transactions with FICT, a related party and a supplier, in the normal course of business and at arm's length.

Total related party purchases of inventory from FICT during the three and six months ended June 28, 2025 was $ 3.0 million and $ 4.8 million, respectively.

New Accounting Pronouncements

1 unchanged sentence

2024-03, “ Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .” This ASU requires an entity to disclose the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption.

It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure.

Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

Disaggregation of Income Statement Expenses .” This ASU requires an entity to disclose, in tabular format, in the notes to the financial statements, specific information about certain costs and expenses.

Although the ASU does not change the expense captions an entity presents on the face of the income statement, it requires disaggregation of certain expense captions into specified categories.

The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

While this ASU will impact only our disclosures

and not our financial condition and results of operations, we are currently evaluating the effect the adoption of this ASU may have on our disclosures.

An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in

the financial statements.

This ASU will impact only our disclosures and not our financial condition and results of operations.

We are currently evaluating the effect the adoption of this ASU may have on our disclosures.

In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

7 unchanged sentences

Each of the following customers accounted for 10 % or more of our revenues for the periods indicated:

Three Months Ended

2025 March 30,

Three Months Ended Six Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

SK hynix Inc.

1 unchanged sentence

Intel Corporation 12.4 % 16.7 % 12.2 % 16.3 %

Samsung Electronics Co., LTD.

Taiwan Semiconductor Manufacturing Co., LTD.

47.8 % 36.2 % 36.4 % 33.9 %

* Less than 10% of revenues.

At March 29, 2025 and December 28, 2024, three customers accounted for 16.5 %, 15.8 %, and 12.4 % and one customer accounted for 22.0 % of gross accounts receivable, respectively.

At June 28, 2025, three customers accounted for 21.4 %, 16.4 %, and 15.6 % of gross accounts receivable, and at December 28, 2024, one customer accounted for 22.0 % of gross accounts receivable.

Note 3 — Inventories, net

7 unchanged sentences

Note 4 — Divestiture

On February 7, 2024, we entered into a definitive agreement to sell our China operations to Grand Junction Semiconductor Pte.

(“Grand Junction”) for $ 25.0 million in cash, subject to customary purchase price adjustments, and establish an exclusive distribution and partnership agreement to continue sales and support of our products in the region.

The following subsidiaries were included as part of the divestiture:

Microprobe Hong Kong Limited, FormFactor Technology (Suzhou) Co.

Ltd., Cascade Microtech Singapore Pte, Ltd, and FormFactor International (Shanghai) Trading Co., Ltd.

These entities supported both the Probe Cards and Systems segments.

On February 26, 2024, we closed on the sale of the operations in China to Grand Junction and received total consideration of $ 21.4 million, net of cash transferred and transaction expenses, and after customary adjustments for indebtedness and changes in net working capital.

33 unchanged sentences

Foreign currency translation — 1,687 1,687

Goodwill, as of March 29, 2025

Goodwill, as of June 28, 2025

$ 177,369 $ 23,489 $ 200,858

We have no t recorded goodwill impairments for the three months ended March 29, 2025.

We have no t recorded goodwill impairments for the six months ended June 28, 2025.

Intangible assets were as follows (in thousands):

March 29, 2025 December 28, 2024

June 28, 2025 December 28, 2024

Intangible Assets Gross Accumulated

6 unchanged sentences

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

Three Months Ended

2025 March 30,

Three Months Ended Six Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Cost of revenues $ 474 $ 449 $ 957 $ 898

Selling, general and administrative 191 191 382 382

$ 665 $ 640 $ 1,339 $ 1,280

The estimated future amortization of definite-lived intangible assets, excluding in-process research and development, is as follows (in thousands):

17 unchanged sentences

• 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 months ended March 29, 2025 or the year ended December 28, 2024.

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 six months ended June 28, 2025 or the year ended December 28, 2024.

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

No changes were made to our valuation techniques during the first three months of fiscal 2025.

No changes were made to our valuation techniques during the first six months of fiscal 2025.

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):

March 29, 2025 Level 1 Level 2 Level 3 Total

June 28, 2025 Level 1 Level 2 Level 3 Total

Cash equivalents:

Money market funds $ 15,972 $ — $ — $ 15,972

treasuries 1,598 — — 1,598

Commercial paper — 2,985 — 2,985

10 unchanged sentences

Total assets $ 101,610 $ 102,508 $ 1,515 $ 205,633

Foreign exchange derivative contracts $ — $ ( 42 ) $ — $ ( 42 )

Total liabilities $ — $ ( 42 ) $ — $ ( 42 )

December 28, 2024 Level 1 Level 2 Level 3 Total

17 unchanged sentences

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.

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 loss in our Condensed Consolidated Balance Sheets.

Unrealized gains and losses were immaterial and were recorded as a component of Accumulated other comprehensive income (loss) in our Condensed Consolidated Balance Sheets.

We did not have any other-than-temporary unrealized gains or losses at either period end included in these financial statements.

12 unchanged sentences

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 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.

For accounting purposes, certain of our foreign currency forward contracts are not designated as hedging instruments and, accordingly, we record the fair value of these contracts as of the end of our reporting period in our Condensed Consolidated Balance Sheets with changes in fair value recorded within Other income (expense), net in our Condensed Consolidated Statement of Income for both realized and unrealized gains and losses.

Certain of our foreign currency forward contracts are designated as cash flow hedges, and, accordingly, we record the fair value of these contracts as of the end of our reporting period in our Condensed Consolidated Balance Sheets with changes in fair value recorded as a component of Accumulated other comprehensive income (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.

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 March 29, 2025 will mature by the first quarter of fiscal 2026.

The following table provides information about our foreign currency forward contracts outstanding as of March 29, 2025 (in thousands):

All of our foreign exchange derivative contracts outstanding at June 28, 2025 will mature by the first quarter of fiscal 2026.

The following table provides information about our foreign currency forward contracts outstanding as of June 28, 2025 (in thousands):

Currency Contract Position Contract Amount

7 unchanged sentences

We measure and report our non-financial assets such as Property, plant and equipment, Equity investment, Goodwill and Intangible assets at fair value on a non-recurring basis if we determine these assets to be impaired or in the period when we make a business acquisition.

There were no assets or liabilities measured at fair value on a nonrecurring basis during the three months ended March 29, 2025 or March 30, 2024.

There were no assets or liabilities measured at fair value on a nonrecurring basis during the three and six months ended June 28, 2025 or June 29, 2024.

Note 8 — Warranty

7 unchanged sentences

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

Three Months Ended

2025 March 30,

Six Months Ended

2025 June 29,

Balance at beginning of year $ 3,558 $ 3,177

19 unchanged sentences

On October 30, 2023, our Board of Directors authorized a two-year program to repurchase up to $ 75.0 million of outstanding common stock, with the primary purpose of offsetting potential dilution from issuance of common stock under our stock-based compensation programs.

On March 29, 2025, our Board of Directors approved an increase to the repurchase program, authorizing the repurchase of an additional $ 1.6 million in shares of common stock.

During fiscal 2024 we repurchased and retired 1,309,635 shares of common stock for $ 53.3 million.

During the three months ended March 29, 2025, we repurchased

and retired 665,000 shares of common stock for $ 22.1 million, utilizing the remaining shares available for repurchase under the program.

On March 29, 2025, our Board of Directors approved an increase to the repurchase program, authorizing the repurchase of an additional $ 1.6 million in shares of common stock.

During the first fiscal quarter of 2025, we repurchased and retired 665,000 shares of common stock for $ 22.1 million, utilizing the remaining shares available for repurchase under the program.

On April 24, 2025, our Board of Directors authorized a new two-year program to repurchase up to $ 75.0 million of outstanding common stock to offset potential dilution from issuance of common stock under our stock-based compensation programs.

This share repurchase program will expire on April 24, 2027.

During the six months ended June 28, 2025, we repurchased and retired 75,000 shares of common stock for $ 2.4 million under this plan, and as of June 28, 2025, $ 72.6 million remained available for future repurchases.

Our policy related to repurchases of our common stock is to charge the excess of cost over par value to additional paid-in capital once the shares are retired.

1 unchanged sentence

Certain exceptions apply to the excise tax.

The excise tax incurred is included in the cost of shares repurchased in the Condensed Consolidated Statement of Stockholders Equity, as applicable.

The excise tax incurred, if applicable, is included in the cost of shares repurchased in the Condensed Consolidated Statement of Stockholders Equity.

All repurchases were made in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

Private Placement

On January 10, 2025, Advantest America, Inc., a Delaware corporation, acquired 334,971 shares of FormFactor's common stock in a private placement for $44.78 per share, representing the 5-day trailing volume-weighted average price prior to signing the related private placement agreement.

On January 10, 2025, Advantest America, Inc., a Delaware corporation, acquired 334,971 shares of our common stock in a private placement for $44.78 per share, representing the 5-day trailing volume-weighted average price prior to signing the related private placement agreement.

Restricted Stock Units

6 unchanged sentences

Awards forfeited ( 67,548 ) 37.21

RSUs at March 29, 2025

RSUs at June 28, 2025

1,462,310 39.38

1 unchanged sentence

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

There were no PRSUs granted during the three months ended March 29, 2025.

There were no PRSUs granted during the six months ended June 28, 2025.

PRSUs are included as part of the RSU activity above.

1 unchanged sentence

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

Three Months Ended

March 29, 2025

Six Months Ended

June 28, 2025

Shares issued 197,051

3 unchanged sentences

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

Three Months Ended

2025 March 30,

Three Months Ended Six Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Cost of revenues $ 1,690 $ 1,932 $ 3,695 $ 3,860

3 unchanged sentences

Unrecognized Compensation Costs

At March 29, 2025, the unrecognized stock-based compensation was as follows (dollars in thousands):

At June 28, 2025, the unrecognized stock-based compensation was as follows (dollars in thousands):

Average Expected

6 unchanged sentences

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

Three Months Ended

2025 March 30,

Three Months Ended Six Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Weighted-average shares used in computing basic net income per share 77,107 77,235 77,226 77,343

5 unchanged sentences

Contractual Obligations and Commitments

Our contractual obligations and commitments have not materially changed as of March 29, 2025 from those disclosed in our Annual Report on Form 10-K for the year ended December 28, 2024.

Our contractual obligations and commitments have not materially changed as of June 28, 2025 from those disclosed in our Annual Report on Form 10-K for the year ended December 28, 2024.

Legal Matters

6 unchanged sentences

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 four years as of March 29, 2025 and the weighted-average discount rate was 4.7 %.

The weighted-average remaining lease term for our operating leases was four years as of June 28, 2025 and the weighted-average discount rate was 4.9 %.

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

Three Months Ended

2025 March 30,

Three Months Ended Six Months Ended

2025 June 29,

2024 June 28,

2025 June 29,

Lease expense:

3 unchanged sentences

$ 3,250 $ 3,187 $ 6,285 $ 6,187

Future minimum payments under our non-cancelable operating leases were as follows as of March 29, 2025 (in thousands):

Future minimum payments under our non-cancelable operating leases were as follows as of June 28, 2025 (in thousands):

Fiscal Year Amount

8 unchanged sentences

Transaction price allocated to the remaining performance obligations:

On March 29, 2025, we had $ 19.4 million of remaining performance obligations, which were comprised of deferred service contracts, extended warranty contracts, and contracts with overtime revenue recognition that are not yet delivered.

On June 28, 2025, we had $ 17.4 million of remaining performance obligations, which were comprised of deferred service contracts, extended warranty contracts, and contracts with overtime revenue recognition that are not yet delivered.

We expect to recognize approximately 49.4 % of our remaining performance obligations as revenue in the remainder of fiscal 2025, approximately 40.0 % in fiscal 2026, and approximately 10.6 % in fiscal 2027 and thereafter.

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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 March 29, 2025 and December 28, 2024 were $ 7.5 million and $ 6.9 million, respectively, and are reported on the Condensed Consolidated Balance Sheets as a component of Prepaid expenses and other current assets.

Contract assets as of June 28, 2025 and December 28, 2024 were $ 8.6 million and $ 6.9 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 and payments due 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 March 29, 2025 and December 28, 2024 were $ 16.3 million and $ 16.9 million, respectively.

During the three months ended March 29, 2025, we recognized $ 8.0 million of revenue that was included in contract liabilities as of December 28, 2024.

Contract liabilities as of June 28, 2025 and December 28, 2024 were $ 18.0 million and $ 16.9 million, respectively.

During the six months ended June 28, 2025, we recognized $ 12.6 million of revenue that was included in contract liabilities as of December 28, 2024.

Costs to obtain a contract:

9 unchanged sentences

Three Months Ended

March 29, 2025 March 30, 2024

June 28, 2025 June 29, 2024

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

10 unchanged sentences

Operating income 12,306 17,772

Interest income 3,416 3,258

Interest expense ( 99 ) ( 102 )

Other income, net 890 520

Interest income, net 2,642 3,415

Other income (expense), net ( 6 ) 360

Income before income taxes $ 14,942 $ 21,547

Six Months Ended

June 28, 2025 June 29, 2024

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

Revenues $ 298,628 $ 68,526 $ — $ 367,154 $ 303,493 $ 62,706 $ — $ 366,199

Cost of revenues 184,945 39,740 ( 5,008 ) 229,693 177,463 34,023 ( 5,075 ) 216,561

Gross profit 113,683 28,786 ( 5,008 ) 137,461 126,030 28,683 ( 5,075 ) 149,638

Gross margin 38.1 % 42.0 % 37.4 % 41.5 % 45.7 % 40.9 %

Research and development

42,030 9,229 5,334 56,593 44,558 10,406 5,227 60,191

13,747 7,084 4,170 25,001 15,573 7,760 3,067 26,400

3,178 3,623 2,453 9,254 4,825 3,484 3,463 11,772

Net contribution

$ 54,728 $ 8,850 $ ( 16,965 ) 46,613 $ 61,074 $ 7,033 $ ( 16,832 ) 51,275

General and administrative

31,038 32,781

Gain on sale of business — 20,581

Operating income 15,575 39,075

Interest income, net 5,959 6,571

Other income (expense), net

Income before income taxes $ 22,418 $ 46,526

Corporate and Other includes unallocated expenses relating to amortization of stock-based compensation expense, intangible assets, acquisition-related costs, including charges related to fixed assets stepped up to fair value, restructuring charges, and other costs, which are not used in evaluating the results of, or in allocating resources to, our reportable segments.

3 unchanged sentences

Three Months Ended

March 29, 2025 March 30, 2024

June 28, 2025 June 29, 2024

Probe Cards Systems Total Probe Cards Systems Total

9 unchanged sentences

Geographical region:

Taiwan $ 40,747 $ 4,615 $ 45,362 $ 27,179 $ 2,698 $ 29,877

South Korea $ 55,836 $ 1,293 $ 57,129 $ 48,691 $ 416 $ 49,107

Taiwan 46,814 6,065 52,879 40,192 4,621 44,813

United States 32,849 8,075 40,924 39,435 8,456 47,891

China 8,152 5,463 13,615 8,686 6,927 15,613

Japan 7,080 7,586 14,666 4,513 3,098 7,611

China 4,633 4,767 9,400 20,311 4,776 25,087

Europe 3,224 4,024 7,248 3,250 5,565 8,815

3 unchanged sentences

Total $ 162,108 $ 33,690 $ 195,798 $ 166,792 $ 30,682 $ 197,474

Six Months Ended

June 28, 2025 June 29, 2024

Probe Cards Systems Total Probe Cards Systems Total

Foundry & Logic $ 184,785 $ — $ 184,785 $ 190,428 $ — $ 190,428

DRAM 105,915 — 105,915 103,938 — 103,938

Flash 7,928 — 7,928 9,127 — 9,127

Systems — 68,526 68,526 — 62,706 62,706

Total $ 298,628 $ 68,526 $ 367,154 $ 303,493 $ 62,706 $ 366,199

Timing of revenue recognition:

Products transferred at a point in time $ 295,273 $ 61,578 $ 356,851 $ 301,133 $ 56,913 $ 358,046

Products and services transferred over time 3,355 6,948 10,303 2,360 5,793 8,153

Total $ 298,628 $ 68,526 $ 367,154 $ 303,493 $ 62,706 $ 366,199

Geographical region:

South Korea $ 98,045 $ 2,255 $ 100,300 $ 99,363 $ 461 $ 99,824

Taiwan 87,561 10,680 98,241 67,371 7,319 74,690

United States 60,633 20,616 81,249 75,031 18,626 93,657

Japan 12,259 12,726 24,985 8,860 7,293 16,153

China 12,785 10,230 23,015 28,997 11,703 40,700

Europe 6,759 8,270 15,029 6,778 10,886 17,664

Singapore 10,360 2,568 12,928 7,628 1,652 9,280

Malaysia 7,664 91 7,755 6,692 1,773 8,465

Rest of the world 2,562 1,090 3,652 2,773 2,993 5,766

Total $ 298,628 $ 68,526 $ 367,154 $ 303,493 $ 62,706 $ 366,199

Note 16 — Subsequent Events

One Big Beautiful Bill

On July 4, 2025, the One Big Beautiful Bill (“OBBB”) Act, which includes a broad range of tax reform provisions that may affect our financial results, was signed into law in the United States.

FASB Topic 740, Income Taxes , requires the effects of tax law changes to be recognized in the period of enactment.

As the legislation was signed into law after the close of the second quarter, the impacts are not included in our operating results for the six months ended June 28, 2025.

Among other provisions, the OBBB repealed the capitalization of domestic Research and Development expenditures and includes a reduced deduction rate on Foreign-derived Deduction Eligible Income and income from non-U.S.

subsidiaries.

We are currently evaluating the impact of these provisions which could affect our effective tax rate and deferred tax assets in 2025 and future periods.

Revolving Credit Agreement

On July 29, 2025, we entered into a Revolving Credit Agreement (the “Credit Agreement”) by and among the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the lenders party thereto, providing us with a $150 million revolving credit facility (the “Facility”) with an option to draw additional Incremental Term Loans in $25 million increments.

The Facility has a maturity date of July 29, 2030.

The Facility may be used for working capital and other general corporate purposes, subject to the terms and conditions set forth in the Credit Agreement.

Borrowings under the Facility will bear interest at a fluctuating rate per annum equal to, at our option, (i) the forward-looking secured overnight financing rate term, (ii) a base rate set forth in the Credit Agreement, or (iii) a combination thereof, plus, in each case, an applicable margin calculated based on our leverage ratio.

Voluntary prepayments are permissible without penalty, subject to certain conditions pertaining to minimum notice and minimum prepayment and reduction amounts as described in the Credit Agreement.

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 1. Financial Statements