What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-03 compared with 2025-08-05 · 134 added, 108 removed, 213 unchanged (53% of the section changed)

8 unchanged sentences

However, these words are not the exclusive means of identifying such statements.

These statements are contained in many sections of this report, including in this Part I – Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations .

Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that we will achieve those plans, intentions or expectations.

14 unchanged sentences

Risk Factors of our Annual Report on Form 10‑K for the fiscal year ended December 27, 2024 (“2024 Annual Report on Form 10-K”) and our other filings with the Securities and Exchange Commission (“SEC”).

Risk Factors to our 2024 Annual Report on Form 10-K, as well as other cautionary statements that are made from time to time in our other filings with the SEC and public communications.

All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained in this report and in our 2024 Annual Report on Form 10-K, as well as other cautionary statements that are made from time to time in our other filings with the SEC and public communications.

You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

20 unchanged sentences

For a description of our non-GAAP metrics and reconciliations to the most comparable GAAP metrics, please refer below to the section entitled Non-GAAP Financial Results within this report.

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

(dollars in thousands, except per share amounts)

5 unchanged sentences

Net loss $ (22,853) $ (2,776) $ (36,820) $ (16,877)

Non-GAAP net income (loss)

Non-GAAP net income

$ 2,302 $ 4,020 $ 7,635 $ 3,127

8 unchanged sentences

However, we cannot provide any assurance that these exclusions and exemptions will remain in place indefinitely, or that any new or expanded tariffs will not have a material adverse impact on our business in the future.

Additionally, recent and potential future expansions of U.S.

export controls and similar regulations aimed at restricting China's access to advanced semiconductor technology create market uncertainty and could adversely impact our sales.

These controls, which require specific export licenses, could reduce demand for our equipment, disrupt our supply chain, and negatively affect our financial results.

While challenging macroeconomic conditions may persist in the near and intermediate term, we remain confident in our belief that the long-term demand for semiconductors, semiconductor capital equipment, and our products will continue to grow, driven by an increasing need for expanded semiconductor productive capacity and advanced manufacturing process technologies.

2 unchanged sentences

The period‑to‑period comparison of results is not necessarily indicative of results for future periods.

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

(in thousands)

14 unchanged sentences

The following table sets forth our unaudited results of operations as a percentage of our total sales for the periods presented.

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

Net sales 100.0 100.0 100.0 100.0

12 unchanged sentences

Net loss (9.6) (1.3) (5.1) (2.7)

Comparison of the Three and Six Months Ended June 27, 2025 and June 28, 2024

Three Months Ended Change Six Months Ended Change

2025 June 28,

2024 Amount % June 27,

2025 June 28,

Comparison of the Three and Nine Months Ended September 26, 2025 and September 27, 2024

Three Months Ended Change Nine Months Ended Change

September 26,

2025 September 27,

2024 Amount % September 26,

2025 September 27,

2024 Amount %

1 unchanged sentence

Net sales $ 239,296 $ 211,139 $ 28,157 13.3 % $ 724,046 $ 615,749 $ 108,297 17.6 %

The increase in net sales from the three and six months ended June 28, 2024 to the three and six months ended June 27, 2025 was primarily due to increased customer demand as a result of a stronger semiconductor capital equipment spending environment.

Three Months Ended Change Six Months Ended Change

2025 June 28,

2024 Amount % June 27,

2025 June 28,

The increase in net sales from the three and nine months ended September 27, 2024 to the three and nine months ended September 26, 2025 was primarily due to increased customer demand as a result of a stronger semiconductor capital equipment spending environment.

Three Months Ended Change Nine Months Ended Change

September 26,

2025 September 27,

2024 Amount % September 26,

2025 September 27,

2024 Amount %

3 unchanged sentences

Gross margin 4.6 % 13.2 % -860 bps 9.2 % 12.4 % -320 bps

The decrease in gross margin from the second quarter of 2024 to the second quarter of 2025 was primarily due to increased material costs, unfavorable sales mix, and inventory write-off costs of $1.6 million associated with the planned exit from our Scotland operations, partially offset by reduced excess and obsolete inventory expense of $1.3 million.

The decrease in gross margin from the six months ended June 28, 2024 to the six months ended June 27, 2025 was primarily due to increased material costs, unfavorable sales mix, and inventory write-off costs of $1.6 million associated with the planned exit from our Scotland operations, partially offset by reduced excess and obsolete inventory expense of $2.9 million.

The decrease in gross margin from the third quarter of 2024 to the third quarter of 2025 was primarily due to increased inventory write-off costs of $16.7 million associated with our ongoing Consolidation Restructuring Plan, partially offset by higher volume.

The decrease in gross margin from the nine months ended September 27, 2024 to the nine months ended September 26, 2025 was primarily due to inventory write-off costs of $18.3 million associated with our Consolidation Restructuring Plan and the planned exit from our Scotland operations, and additional employee expenses, partially offset by higher volume.

Research and development

Three Months Ended Change Six Months Ended Change

2025 June 28,

2024 Amount % June 27,

2025 June 28,

Three Months Ended Change Nine Months Ended Change

September 26,

2025 September 27,

2024 Amount % September 26,

2025 September 27,

2024 Amount %

1 unchanged sentence

Research and development $ 5,898 $ 5,872 $ 26 0.4 % $ 17,482 $ 17,168 $ 314 1.8 %

The decrease and increase in research and development expenses from the three and six months ended June 28, 2024 to the three and six months ended June 27, 2025, respectively, was primarily due to fluctuations in material and service costs from our new product development programs and in employee-related expenses, inclusive of share-based compensation expense, and professional legal expenses.

The increase in research and development expenses from the three and nine months ended September 27, 2024 to the three and nine months ended September 26, 2025, respectively, was primarily due to fluctuations in material and service costs from our new product development programs and in employee-related expenses, inclusive of share-based compensation expense, and professional legal expenses.

Selling, general, and administrative

Three Months Ended Change Six Months Ended Change

2025 June 28,

2024 Amount % June 27,

2025 June 28,

Three Months Ended Change Nine Months Ended Change

September 26,

2025 September 27,

2024 Amount % September 26,

2025 September 27,

2024 Amount %

1 unchanged sentence

Selling, general, and administrative $ 22,519 $ 20,227 $ 2,292 11.3 % $ 68,515 $ 59,253 $ 9,262 15.6 %

The increase in selling, general, and administrative expenses from the second quarter of 2024 to the second quarter of 2025 was primarily due to increased exit disposal costs of $2.0 million associated with the planned exit from our Scotland operations, increased employee health insurance claims of $1.3 million, increased costs associated with software and IT services of $0.5 million, increased outside service provider costs of $0.3 million, increased share-based compensation expense of $0.2 million, and increased severance costs of $0.1 million.

The increase in selling, general, and administrative expenses from the six months ended June 28, 2024 to the six months ended June 27, 2025 was primarily due to increased share based compensation expense of $2.0 million, increased exit disposal costs of $2.0 million associated with the planned exit from our Scotland operations, increased employee health insurance claims of $1.5 million, increased costs associated with software and IT services of $1.0 million, increased outside service provider costs of $0.8 million, and increased severance costs of $0.4 million, partially offset by reduced transaction-related costs associated with our acquisitions pipeline of $0.8 million.

The increase in selling, general, and administrative expenses from the third quarter of 2024 to the third quarter of 2025 was primarily due to restructuring costs associated with the Consolidation Restructuring Plan of $0.9 million, increased employee salary cost of $0.7 million, increased legal and professional consulting costs of $0.4 million, increased employee health insurance claims of $0.2 million, and increased severance costs of $0.2 million, partially offset by reduced stock based compensation of $0.2 million.

The increase in selling, general, and administrative expenses from the nine months ended September 27, 2024 to the nine months ended September 26, 2025 was primarily due to increased exit disposal costs of $2.1 million associated with the planned exit from our Scotland operations, increased employee salary cost of $1.9 million, increased share based compensation expense of $1.8 million, increased employee health insurance claims of $1.6 million, restructuring costs associated with the Consolidation Restructuring Plan of $0.9 million, increased costs associated with software and IT services of $0.9 million, increased outside service provider costs of $0.7 million, and increased severance costs of $0.6 million, partially offset by reduced transaction-related costs associated with our acquisitions pipeline of $0.8 million.

Amortization of intangible assets

Three Months Ended Change Six Months Ended Change

2025 June 28,

2024 Amount % June 27,

2025 June 28,

Three Months Ended Change Nine Months Ended Change

September 26,

2025 September 27,

2024 Amount % September 26,

2025 September 27,

2024 Amount %

1 unchanged sentence

Amortization of intangible assets $ 2,077 $ 2,077 $ — — % $ 6,233 $ 6,309 $ (76) (1.2) %

Amortization expense remained substantially unchanged from the three and six months ended June 28, 2024 to the three and six months ended June 27, 2025.

Amortization expense remained substantially unchanged from the three and nine months ended September 27, 2024 to the three and nine months ended September 26, 2025.

Interest expense, net

Three Months Ended Change Six Months Ended Change

2025 June 28,

2024 Amount % June 27,

2025 June 28,

Three Months Ended Change Nine Months Ended Change

September 26,

2025 September 27,

2024 Amount % September 26,

2025 September 27,

2024 Amount %

3 unchanged sentences

Weighted average borrowing rate 6.08 % 7.23 % -115 bps 6.13 % 7.43 % -130 bps

The decrease in interest expense, net from the three and six months ended June 28, 2024 to the three and six months ended June 27, 2025 was primarily due to a decrease in our weighted average borrowings outstanding and a decrease in our weighted average borrowing rate.

Interest expense, net, remained substantially unchanged from the three months ended September 27, 2024 to the three months ended September 26, 2025 due to a decrease in our weighted average borrowings outstanding and a decrease in our weighted average borrowing rate, offset by lower interest income.

The decrease in interest expense, net from the nine months ended September 27, 2024 to the nine months ended September 26, 2025 was primarily due to a decrease in our weighted average borrowings outstanding and a decrease in our weighted average borrowing rate, partially offset by lower interest income.

The reduction in our weighted average borrowings outstanding was primarily due to paying off our revolving credit facility near the end of the first quarter of 2024.

The decrease in our weighted average borrowing rate was due to lower applicable margin as a result of a lower leverage ratio (-49 and -46 bps, respectively) and lower Secured Overnight Financing Rate ("SOFR") rates, the variable portion of our borrowing rate (-90 and -92 bps, respectively).

The decrease in our weighted average borrowing rate was due to lower applicable margin as a result of a lower leverage ratio (-25 and -40 bps for the third quarter of 2025 and 2024, respectively) and lower Secured Overnight Financing Rate ("SOFR") rates, the variable portion of our borrowing rate (-90 bps for both the nine months ended September 26, 2025 and September 27, 2024).

Other expense, net

Three Months Ended Change Six Months Ended Change

2025 June 28,

2024 Amount % June 27,

2025 June 28,

Three Months Ended Change Nine Months Ended Change

September 26,

2025 September 27,

2024 Amount % September 26,

2025 September 27,

2024 Amount %

1 unchanged sentence

Other expense, net $ 1,092 $ 587 $ 505 86.0 % $ 1,366 $ 876 $ 490 55.9 %

The change in other expense, net from the three and six months ended June 28, 2024 to the three and six months ended June 27, 2025 was primarily due to currency exchange rate fluctuations related to our local currency payables and cash holdings of our foreign operations.

The change in other expense, net from the three and nine months ended September 27, 2024 to the three and nine months ended September 26, 2025 was primarily due to $0.7 million in costs associated with executing an amended and restated credit agreement during the third quarter, offset by currency exchange rate fluctuations related to our local currency payables and cash holdings of our foreign operations.

Income tax expense

Three Months Ended Change Six Months Ended Change

2025 June 28,

2024 Amount % June 27,

2025 June 28,

Three Months Ended Change Nine Months Ended Change

September 26,

2025 September 27,

2024 Amount % September 26,

2025 September 27,

2024 Amount %

3 unchanged sentences

Effective income tax rate -3.1 % -6.4 % +330 bps -16.0 % -13.6 % -240 bps

The increase in income tax expense from the three and six months ended June 28, 2024 to the three and six months ended June 27, 2025 was primarily due to additional tax expense provisioned in Singapore in connection with Pillar Two minimum tax rules and increased withholding taxes.

The increase in income tax expense from the three and nine months ended September 27, 2024 to the three and nine months ended September 26, 2025 was primarily due to additional tax expense provisioned in Singapore in connection with Pillar Two minimum tax rules and increased withholding taxes.

Non‑GAAP Financial Results

3 unchanged sentences

Non-GAAP gross profit, operating income, and net income (loss) are defined as:

gross profit, operating income (loss), or net income (loss), respectively, excluding (1) amortization of intangible assets, share-based compensation expense, and discrete or infrequent charges and gains that are outside of normal business operations, including transaction-related costs, contract and legal settlement gains and losses, facility shutdown costs, and severance costs associated with reduction-in-force programs, to the extent they are present in gross profit, operating income (loss), and net income (loss), respectively;

gross profit, operating income (loss), or net income (loss), respectively, excluding (1) amortization of intangible assets, share-based compensation expense, and discrete or infrequent charges and gains that are outside of normal business operations, including transaction-related costs, contract and legal settlement gains and losses, facility shutdown costs, inventory impairment charges, and severance costs associated with reduction-in-force programs, to the extent they are present in gross profit, operating income (loss), and net income (loss), respectively;

and (2) with respect to non-GAAP net income (loss), the tax impacts associated with these non-GAAP adjustments, as well as non-recurring discrete tax items, including deferred tax asset valuation allowance charges.

All non-GAAP adjustments are presented on a gross basis;

The related income tax effects, including current and deferred income tax expense, are included in the adjustment line under the heading "Tax adjustments related to non-GAAP adjustments".

5 unchanged sentences

In addition, in evaluating non-GAAP results, you should be aware that in the future we will incur expenses such as those that are the subject of adjustments in deriving non-GAAP results and you should not infer from our presentation of non-GAAP results that our future results will not be affected by these expenses or other discrete or infrequent charges and gains that are outside of normal business operations.

The following table presents our unaudited non‑GAAP gross profit and non-GAAP gross margin and a reconciliation from GAAP gross profit, the most comparable GAAP measure, for the periods indicated:

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

The following table presents our unaudited non‑GAAP gross profit and non-GAAP gross margin and a reconciliation from GAAP gross profit and GAAP gross margin, the most comparable GAAP measures, for the periods indicated:

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

(dollars in thousands)

1 unchanged sentence

Non-GAAP adjustments:

Restructuring plan costs (1) 16,713 — 16,713 —

Share-based compensation 773 955 2,254 2,448

Facility shutdown costs (2) 341 — 2,264 —

1,619 — 1,923 —

Other (3) 10 — 1,171 908

2 unchanged sentences

Non-GAAP gross margin 12.1 % 13.6 % 12.3 % 12.9 %

(1) Represents costs associated with the exit from our Scotland operations.

Included in this amount for the three and six months ended June 27, 2025 are write-off costs of inventories determined to be obsolete of $1.6 million and severance costs associated with affected employees.

Severance costs totaling $0.3 million incurred during the first quarter of 2025 and previously presented under the heading "Other" have been re-allocated to facility shutdown costs for the three and six months ended June 27, 2025.

(2) Represents severance costs associated with our global reduction-in-force programs (other than severance costs associated with the exit from our Scotland operations, as described above).

The following table presents our unaudited non‑GAAP operating loss and non-GAAP operating margin and a reconciliation from GAAP operating loss, the most comparable GAAP measure, for the periods indicated:

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

(1) Represents the costs associated with our Consolidation Restructuring Plan which was initiated and approved by the Board of Directors during the third quarter of 2025.

Included in this amount for the three and nine months ended September 26, 2025 is the impairment of inventories of $16.7 million.

(2) Represents costs associated with the exit from our Scotland and Korea operations.

Included in this amount for the three and nine months ended September 26, 2025 are inventory write-off charges of $1.6 million and severance costs associated with affected employees of $0.6 million.

(3) Represents severance costs associated with our global reduction-in-force programs (other than severance costs associated with the exit from our Scotland and Korea operations, as described above).

The following table presents our unaudited non‑GAAP operating income and non-GAAP operating margin and a reconciliation from GAAP operating loss and GAAP operating margin, the most comparable GAAP measures, for the periods indicated:

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

(dollars in thousands, except per share amounts)

1 unchanged sentence

Non-GAAP adjustments:

Amortization of intangible assets 2,078 2,086 4,156 4,232

Restructuring plan costs (1) 17,586 — 17,586 —

Share-based compensation 4,221 4,672 12,571 10,985

Transaction-related costs (1) — — — 785

Amortization of intangible assets 2,077 2,077 6,233 6,309

Facility shutdown costs (2)

1 unchanged sentence

Other (3) 68 — 1,408 1,600

Transaction-related costs (4) — — — 785

Non-GAAP operating income $ 5,145 $ 6,364 $ 17,867 $ 13,291

1 unchanged sentence

Non-GAAP operating margin 2.2 % 3.0 % 2.5 % 2.2 %

(1) Represents the costs associated with our Consolidation Restructuring Plan which was initiated and approved by the Board of Directors during the third quarter of 2025.

Included in this amount for the three and nine months ended September 26, 2025 are costs associated with impairment of inventories of $16.7 million, the write-off costs of construction in progress associated with North American facilities of $0.5 million, and the impairment of certain leases in North America of $0.4 million.

(2) Represents costs associated with the exit from our Scotland and Korea operations.

Included in this amount for the three and nine months ended September 26, 2025 are inventory write-off charges of $1.6 million, an impairment of the facility lease right-of-use asset of $1.3 million, severance costs associated with affected employees of $0.7 million, other direct and incremental facility exit-related costs of $0.7 million, and accelerated depreciation charges of $0.6 million.

(3) Represents severance costs associated with our global reduction-in-force programs (other than severance costs associated with the exit from our Scotland and Korea operations, as described above).

(4) Represents transaction-related costs incurred in connection with our acquisitions pipeline.

(2) Represents costs associated with the exit from our Scotland operations.

Included in this amount for the three and six months ended June 27, 2025 are write-off costs of inventories determined to be obsolete of $1.6 million, an impairment of the facility lease right-of-use asset of $1.3 million, accelerated depreciation charges of $0.6 million, other direct and incremental facility exit-related costs of $0.6 million, and severance costs associated with affected employees.

Severance costs totaling $0.6 million incurred during the first quarter of 2025 and previously presented under the heading "Other" have been re-allocated to facility shutdown costs for the three and six months ended June 27, 2025.

(3) Represents severance costs associated with our global reduction-in-force programs (other than severance costs associated with the exit from our Scotland operations, as described above).

The following table presents our unaudited non‑GAAP net income (loss) and non-GAAP diluted EPS and a reconciliation from GAAP net loss, the most comparable GAAP measure, for the periods indicated.

The following table presents our unaudited non‑GAAP net income and non-GAAP diluted EPS and a reconciliation from GAAP net loss and GAAP diluted EPS, the most comparable GAAP measures, for the periods indicated.

All non-GAAP adjustments are presented on a gross basis;

the related income tax effects, including current and deferred income tax expense, are included in the adjustment line under the heading "Tax adjustments related to non-GAAP adjustments".

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Three Months Ended Nine Months Ended

September 26,

2025 September 27,

2024 September 26,

2025 September 27,

(dollars in thousands, except per share amounts)

1 unchanged sentence

Non-GAAP adjustments:

Amortization of intangible assets 2,078 2,086 4,156 4,232

Restructuring plan costs (1) 17,586 — 17,586 —

Share-based compensation 4,221 4,672 12,571 10,985

Transaction-related costs (1) — — — 785

Amortization of intangible assets 2,077 2,077 6,233 6,309

Facility shutdown costs (2)

1 unchanged sentence

Other (3) 68 — 1,408 1,600

Transaction-related costs (4) — — — 785

Loss on extinguishment of debt (5) 667 — 667 —

Tax adjustments related to non-GAAP adjustments (6) 172 47 401 325

Tax expense from valuation allowance (5) — — 337 —

Non-GAAP net income (loss) $ 1,097 $ 1,819 $ 5,333 $ (893)

Tax expense (benefit) from valuation allowance (7) (254) — 83 —

Non-GAAP net income

$ 2,302 $ 4,020 $ 7,635 $ 3,127

GAAP diluted EPS $ (0.67) $ (0.08) $ (1.08) $ (0.52)

1 unchanged sentence

Shares used to compute non-GAAP diluted EPS 34,463,930 33,986,269 34,272,310 32,851,091

(1) Represents the costs associated with our Consolidation Restructuring Plan which was initiated and approved by the Board of Directors during the third quarter of 2025.

Included in this amount for the three and nine months ended September 26, 2025 are costs associated with the write-off costs of inventories determined to be impaired of $16.7 million, the write-off costs of construction in progress associated with North American facilities of $0.5 million, and the impairment of certain leases in North America of $0.4 million.

(2) Represents costs associated with the exit from our Scotland and Korea operations.

Included in this amount for the three and nine months ended September 26, 2025 are write-off costs of inventories determined to be obsolete of $1.6 million, an impairment of the facility lease right-of-use asset of $1.3 million, severance costs associated with affected employees of $0.7 million, other direct and incremental facility exit-related costs of $0.7 million, and accelerated depreciation charges of $0.6 million.

(3) Represents severance costs associated with our global reduction-in-force programs (other than severance costs associated with the exit from our Scotland and Korea operations, as described above).

(4) Represents transaction-related costs incurred in connection with our acquisitions pipeline.

(2) Represents costs associated with the exit from our Scotland operations.

(3) Represents severance costs associated with our global reduction-in-force programs (other than severance costs associated with the exit from our Scotland operations, as described above).

(5) In September 2025, we entered into an amended and restated credit agreement, which includes a group of financial institutions as direct lenders underlying the agreement.

Under the debt modification literature codified in ASC 470, a portion of the refinance was treated as an extinguishment.

Accordingly, $0.2 million of existing capitalized deferred issuance costs were written off as a loss on extinguishment of debt and $0.5 million of third-party and lender fees were expensed as incurred.

(6) Adjusts GAAP income tax expense for the impact of our non-GAAP adjustments, which are presented on a gross basis.

(5) During the first quarter of 2025, we recorded a valuation allowance against the deferred tax assets from Scotland and Korea operations.

(7) During the first quarter of 2025, we recorded a valuation allowance against the deferred tax assets of our Scotland and Korea operations.

During the third quarter, we reversed the valuation allowance on our Scotland deferred tax assets due to a change in the facts and circumstances around our ability to utilize our deferred tax assets.

Liquidity and Capital Resources

11 unchanged sentences

Summary of Cash Flows

We ended the second quarter of 2025 with cash and cash equivalents of $92.2 million, a decrease of $16.4 million from the prior year ended December 27, 2024.

The decrease was primarily due to capital expenditures of $25.8 million and net payments on credit facilities of $3.8 million, partially offset by net cash provided by operating activities of $11.5 million.

We ended the third quarter of 2025 with cash and cash equivalents of $92.5 million, a decrease of $16.2 million from the prior year ended December 27, 2024.

The decrease was primarily due to capital expenditures of $32.9 million, net payments on our credit facilities of $4.4 million, and payments for debt issuance and modification costs of $1.2 million, partially offset by cash provided by operating activities of $20.7 million and net cash receipts related to share-based compensation of $1.6 million.

The following table sets forth a summary of operating, investing, and financing activities for the periods presented:

Six Months Ended

2025 June 28,

Nine Months Ended

September 26,

2025 September 27,

(in thousands)

3 unchanged sentences

Net increase (decrease) in cash $ (16,169) $ 36,492

Our cash provided by operating activities of $11.5 million for the six months ended June 27, 2025 consisted of net non-cash charges of $27.2 million, consisting primarily of depreciation and amortization of $16.1 million and share-based compensation expense of $8.4 million, partially offset by a net loss of $14.0 million and an increase in net operating assets and liabilities of $1.8 million.

The increase in our net operating assets and liabilities of $1.8 million for the six months ended June 27, 2025, was primarily due to an increase in inventory of $9.3 million and a decrease in other liabilities of $2.9 million, partially offset by a decrease in accounts receivable of $5.8 million and a decrease in prepaid expense and other assets of $4.8 million.

The decrease in cash provided by operating activities from the six months ended June 28, 2024 to the six months ended June 27, 2025 was primarily due to unfavorable changes in working capital of $15.9 million, partially offset by an increase in net non-cash charges of $4.9 million and a decrease in net loss of $0.1 million.

Cash used in investing activities during the six months ended June 27, 2025 and June 28, 2024 consisted of capital expenditures.

Cash used in financing activities during the six months ended June 27, 2025 consisted of net payments on our credit facilities of $3.8 million, partially offset by net proceeds from share-based compensation activity of $1.6 million.

The decrease in cash provided by financing activities from the six months ended June 28, 2024 to the six months ended June 27, 2025 was primarily due to 2024 net proceeds of $136.7 million from our issuance of 3.8 million ordinary shares in the first quarter of 2024 in connection with an underwritten public offering, partially offset by the payoff of our revolving credit facility of $115 million in the first quarter of 2024.

Our cash provided by operating activities of $20.7 million for the nine months ended September 26, 2025 consisted of net non-cash charges of $57.6 million, consisting primarily of depreciation and amortization of $23.5 million, inventory impairment of $16.7 million, and share-based compensation expense of $12.6 million, partially offset by a net loss of $36.8 million.

The increase in our net operating assets and liabilities of $0.1 million for the nine months ended September 26, 2025, was primarily due to an increase in inventory of $8.3 million and a decrease in other liabilities of $6.2 million, partially offset by a decrease in prepaid expense and other assets of $7.6 million, an increase in accrued liabilities of $2.8 million, a decrease in accounts receivable of $2.2 million, and an increase in accounts payable of $1.9 million.

The decrease in cash provided by operating activities from the nine months ended September 27, 2024 to the nine months ended September 26, 2025 was primarily due to an increase in net loss of $19.9 million and unfavorable changes in working capital of $13.4 million, partially offset by an increase in net non-cash charges of $23.7 million.

Cash used in investing activities during the nine months ended September 26, 2025 and September 27, 2024 consisted of capital expenditures.

Cash used in financing activities during the nine months ended September 26, 2025 consisted of net payments on our credit facilities of $4.4 million and payments for debt issuance and modification costs of $1.2 million, partially offset by net proceeds from share-based compensation activity of $1.6 million.

The decrease in cash provided by financing activities from the nine months ended September 27, 2024 to the nine months ended September 26, 2025 was primarily due to net proceeds of $136.7 million from our issuance of 3.8 million ordinary shares in the first quarter of 2024 in connection with an underwritten public offering, partially offset by the payoff of our revolving credit facility of $115.0 million in the first quarter of 2024.

Critical Accounting Estimates

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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