ICHOR HOLDINGS, LTD.
For the period ended Sep 25, 2026. Filed Nov 3, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 25, 2026 · Filed Nov 3, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-26; filed 2026-08-04.
0001652535-26-000069
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-09-25; filed 2026-11-03.
0001652535-26-000078
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 73 previous paragraphs and 76 current paragraphs.
39 unchanged; 29 reworded; 8 added; 5 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
Ichor is a leader in the design, engineering, and manufacturing of critical gas delivery subsystems and precision components for semiconductor capital equipment as well as commercial space and defense applications. We combine expertise in gas delivery system integration with the design and manufacturing of components used within these systems, providing semiconductor equipment manufacturers with a comprehensive supply partner. Our gas delivery subsystems precisely deliver, monitor, and control the specialized gases used in semiconductor manufacturing processes such as etch and deposition, as well as advanced lithography. Our broader capabilities include precision machining, weldments, and chemical delivery subsystems. We are headquartered in Fremont, California.
Current report
During the third quarter of 2026, the Federal Reserve increased the target range for the federal funds rate amid continued inflationary pressures. Changes in interest rates and other monetary policy developments may affect borrowing costs and capital investment decisions throughout the semiconductor supply chain.
Current report
For U.S. operations, because the estimated annual effective tax rate could not be reliably estimated due to projected full-year ordinary income being approximately breakeven, we used the actual year-to-date effective tax rate as the best estimate of the annual effective tax rate for purposes of determining the interim tax provision.
Current report
(1)During the third quarter of 2026, we recorded a loss accrual of $0.8 million relating to expected settlements of employment-related legal matters.
Current report
(4)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).
Current report
(1)During the third quarter of 2026, we recorded a loss accrual of $0.8 million relating to expected settlements of employment-related legal matters.
Current report
(4)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).
Current report
(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.
Removed paragraphs (5)
Previous report
We are a leader in the design, engineering and manufacturing of critical fluid delivery subsystems and components primarily for semiconductor capital equipment, as well as other industries such as defense/aerospace and medical. Our primary product offerings include gas and chemical delivery subsystems, collectively known as fluid delivery subsystems, which are key elements of the process tools used in the manufacturing of semiconductor devices. Our gas delivery subsystems deliver, monitor and control precise quantities of the specialized gases used in semiconductor manufacturing processes such as etch and deposition. Our chemical delivery subsystems precisely blend and dispense the reactive liquid chemistries used in semiconductor manufacturing processes such as chemical-mechanical planarization, electroplating, and cleaning. We also provide precision-machined components, weldments, e-beam and laser welded components, precision vacuum and hydrogen brazing, surface treatment technologies, and other proprietary products.
Previous report
During the second quarter of 2026, we completed an at-the-market public offering under which we issued approximately 2.5 million ordinary shares at an average price of $80.70 per share and received net proceeds of $195.4 million. We ended the quarter with cash and cash equivalents of $256.5 million.
Previous report
To better align our global operations with evolving customer demand and drive operational efficiencies, we initiated a geographic footprint rationalization and restructuring plan in 2025. As part of this realignment, in 2025 we began transitioning certain manufacturing activities and relocating machining assets to our expanded high-volume facilities. We substantially completed this plan during the second quarter of 2026.
Previous report
(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).
Previous report
(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).
Reworded paragraphs (29)
Previous wording
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. You should not place undue reliance on these statements. All statements other than statements of historical fact included in this report are forward-looking statements. These statements relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. These forward-looking statements are identified by the use of terms and phrases such as “anticipate," “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” and similar terms and phrases, including references to assumptions. However, these words are not the exclusive means of identifying such statements. 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. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, include geopolitical, economic and market conditions, including high inflation, changes to tax, trade, fiscal and monetary policy, high interest rates, currency fluctuations, challenges in the supply chain and any disruptions in the global economy as a result of the conflicts in Ukraine and the Middle East; dependence on expenditures by manufacturers and cyclical downturns in the semiconductor capital equipment industry; reliance on a very small number of original equipment manufacturers (“OEMs”) for a significant portion of sales; being unable to attract, hire, integrate and retain key personnel and other necessary employees; negotiating leverage held by our customers; competitiveness and rapid evolution of the industries in which we participate; keeping pace with developments in the industries we serve and with technological innovation generally; designing, developing and introducing new products that are accepted by OEMs in order to retain our existing customers and obtain new customers; becoming involved in litigation and regulatory proceedings, which could require significant attention from our management and result in significant expense to us and disruptions in our business; managing our manufacturing and procurement process effectively; defects in our products that could damage our reputation, decrease market acceptance and result in potentially costly litigation; our dependence on a limited number of suppliers; and other factors set forth in this report, and those set forth in Part I – Item 1A. Risk Factors of our Annual Report on Form 10‑K for the fiscal year ended Decembe…
Excerpt shortened here; the source contains the full paragraph.
Current wording
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. You should not place undue reliance on these statements. All statements other than statements of historical fact included in this report are forward-looking statements. These statements relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. These forward-looking statements are identified by the use of terms and phrases such as “anticipate," “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” and similar terms and phrases, including references to assumptions. However, these words are not the exclusive means of identifying such statements. 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. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, include: geopolitical, economic, and market conditions, including high inflation, changes to tax, trade, fiscal and monetary policy, high interest rates, currency fluctuations, challenges in the supply chain and any disruptions in the global economy as a result of the conflicts in Iran, Ukraine and the Middle East; being unable to attract, hire, integrate and retain key personnel and other necessary employees; dependence on expenditures by manufacturers and cyclical downturns in the semiconductor capital equipment industry; reliance on a very small number of original equipment manufacturers ("OEMs") for a significant portion of sales; negotiating leverage held by our customers; competitiveness and rapid evolution of the industries in which we participate; keeping pace with developments in the industries we serve and with technological innovation generally; designing, developing and introducing new products that are accepted by OEMs in order to retain our existing customers and obtain new customers; becoming involved in litigation and regulatory proceedings, which could require significant attention from our management and result in significant expense to us and disruptions in our business; managing our manufacturing and procurement process effectively; defects in our products that could damage our reputation, decrease market acceptance of our products, and result in potentially costly litigation; our dependence on a limited number of suppliers; and other factors set forth in this report, and those set forth in Part I – Item 1A. Risk Factors of our Annual Report on Form 10‑K for the …
Excerpt shortened here; the source contains the full paragraph.
Previous wording
Semiconductor equipment spending has continued to strengthen in 2026, characterized by robust demand in our primary markets of etch and deposition. During the second quarter of 2026, our net sales increased to $294.8 million, compared to $240.3 million for the same period in the prior year and $256.1 million for the first quarter of 2026, reflecting higher customer demand in support of expanded semiconductor manufacturing capacity and advanced process technologies.
Current wording
Semiconductor equipment spending has continued to strengthen in 2026, characterized by robust demand in our primary markets of etch and deposition. During the third quarter of 2026, our net sales increased to $328.7 million, compared to $239.3 million for the same period in the prior year and $294.8 million for the second quarter of 2026, reflecting higher customer demand in support of expanded semiconductor manufacturing capacity and advanced process technologies.
Previous wording
While we continue to benefit from the broader growth in the semiconductor equipment industry, our operations and financial results remain subject to significant risks and uncertainties within the global trade and regulatory landscape. Specifically, the global trade environment remains complex and volatile. The outcome of ongoing international trade negotiations and the imposition of new global tariffs create uncertainty that could materially affect our material costs, product pricing, and overall demand. In addition, the U.S. government continues to expand and refine export controls and licensing requirements aimed at restricting access to advanced semiconductor technology, particularly in China, which may reduce demand for certain equipment, disrupt our customers’ manufacturing plans, and adversely affect our global supply chain.
Current wording
While we continue to benefit from the broader growth in the semiconductor equipment industry, our operations and financial results remain subject to significant risks and uncertainties within the global trade and regulatory landscape. Specifically, the global trade environment remains complex and volatile. The outcome of ongoing international trade negotiations and the imposition of global tariffs continue to create uncertainty that could materially affect the cost of materials, product pricing, and overall demand. In addition, the U.S. government continues to expand and refine export controls and licensing requirements aimed at restricting access to advanced semiconductor technology, particularly in China, which may reduce demand for certain equipment, disrupt our customers’ manufacturing plans, and adversely affect our global supply chain.
Previous wording
While macroeconomic, geopolitical, and regulatory risks continue to evolve, we remain confident that long-term demand for semiconductors, semiconductor capital equipment, and our products will continue to grow, driven by increasing requirements for expanded semiconductor manufacturing capacity and advanced process technologies.
Current wording
While macroeconomic, geopolitical, and regulatory risks continue to evolve, we remain confident that long-term demand for semiconductors, semiconductor capital equipment, and our products will continue to grow, driven by increasing requirements for artificial intelligence infrastructure, expanded semiconductor manufacturing capacity, advanced memory, and increasingly complex semiconductor manufacturing processes.
Previous wording
Comparison of the Three and Six Months Ended June 26, 2026 and June 27, 2025
Current wording
Comparison of the Three and Nine Months Ended September 25, 2026 and September 26, 2025
Previous wording
The increase in net sales from the three and six months ended June 27, 2025 to the three and six months ended June 26, 2026 was primarily due to increased customer demand stemming from increased levels of spending within the semiconductor capital equipment industry in support of expanded semiconductor manufacturing capacity and advanced process technologies.
Current wording
The increase in net sales from the three and nine months ended September 26, 2025 to the three and nine months ended September 25, 2026 was primarily due to increased customer demand stemming from increased levels of spending within the semiconductor capital equipment industry in support of expanded semiconductor manufacturing capacity and advanced process technologies.
Previous wording
The increase in gross margin from the second quarter of 2025 to the second quarter of 2026 was primarily due to decreased employee expenses incurred relative to revenue growth (+130 bps), severance and restructuring charges in the second quarter of 2025 that did not repeat in the second quarter of 2026 (+80 bps), and increased factory overhead cost leverage from higher volumes (+50bps).
Current wording
The increase in gross margin from the third quarter of 2025 to the third quarter of 2026 was primarily due to severance and restructuring charges in the third quarter of 2025 that did not repeat in the third quarter of 2026 (+710 bps), a favorable sales mix (+190 bps), consumption of parts previously reserved (+100 bps), and improved labor and factory overhead leverage from higher volumes (+140bps).
Previous wording
The increase in gross margin from the six months ended June 27, 2025 to the six months ended June 26, 2026 was primarily due to decreased employee expenses incurred relative revenue growth (+130 bps), severance and restructuring charges in 2025 that did not repeat in 2026 (+60 bps), and increased factory overhead cost leverage from higher volumes (+40bps), partially offset by an unfavorable sales mix (-50 bps).
Current wording
The increase in gross margin from the nine months ended September 26, 2025 to the nine months ended September 25, 2026 was primarily due to severance and restructuring charges in 2025 that did not repeat in 2026 (+280 bps), improved labor and factory overhead leverage from higher volumes (+160bps), and a favorable sales mix (+50 bps).
Previous wording
The increase in research and development expenses from the second quarter of 2025 to the second quarter of 2026 was primarily due to the increased consumption of R&D supplies of $2.0 million.
Current wording
The decrease in research and development expenses from the third quarter of 2025 to the third quarter of 2026 was primarily due to the decreased consumption of R&D supplies of $0.4 million and decreased employee costs of $0.2 million, partially offset by increased share based compensation of $0.6 million.
Previous wording
The increase in research and development expenses from the six months ended June 27, 2025 to the six months ended June 26, 2026 was primarily due to increased consumption of R&D supplies of $2.1 million and increased share based compensation of $0.5 million, partially offset by decreased employee costs of $0.7 million.
Current wording
The increase in research and development expenses from the nine months ended September 26, 2025 to the nine months ended September 25, 2026 was primarily due to increased consumption of R&D supplies of $1.8 million and increased share based compensation of $1.1 million, partially offset by decreased employee costs of $1.0 million and increased outside service provider costs of $0.2 million.
Previous wording
The decrease in selling, general, and administrative expenses from the second quarter of 2025 to the second quarter of 2026 was primarily due to decreased fixed facility costs of $0.7 million, partially offset by increased employee-related expenses of $0.4 million and incremental restructuring and facility exit costs of $0.2 million.
Current wording
The decrease in selling, general, and administrative expenses from the third quarter of 2025 to the third quarter of 2026 was primarily due to decreased share based compensation of $2.0 million, severance and restructuring charges in the third quarter of 2025 that did not repeat in the third quarter of 2026 of $1.1 million, and decreased fixed facility costs of $0.8 million, partially offset by increased employee-related expenses of $2.4 million and decreased outside service provider costs of $0.3 million.
Previous wording
The increase in selling, general, and administrative expenses from the six months ended June 27, 2025 to the six months ended June 26, 2026 was primarily due to increased employee-related expenses of $1.7 million and incremental restructuring and facility exit costs of $0.8 million, partially offset by decreased fixed facility costs of $0.9 million, decreased severance costs of $0.6 million, and decreased outside service provider costs of $0.2 million.
Current wording
The decrease in selling, general, and administrative expenses from the nine months ended September 26, 2025 to the nine months ended September 25, 2026 was primarily due to decreased share based compensation of $2.2 million, decreased fixed facility costs of $1.8 million, and severance and restructuring charges in 2025 that did not repeat in 2026 of $0.8 million, partially offset by increased employee-related expenses of $4.1 million and increased outside service provider costs of $0.2 million.
Previous wording
The decrease in amortization expense from the three and six months ended June 27, 2025 to the three and six months ended June 26, 2026 was primarily due to certain intangible assets becoming fully amortized during the second quarter of 2026.
Current wording
The decrease in amortization expense from the three and nine months ended September 26, 2025 to the three and nine months ended September 25, 2026 was primarily due to certain intangible assets becoming fully amortized during the second quarter of 2026.
Previous wording
Interest expense, net, remained substantially unchanged from the three and six months ended June 27, 2025 to the three and six months ended June 26, 2026 due to a decrease in interest expense, from a decrease in our weighted average borrowings outstanding and a decrease in our weighted average borrowing rate, partially offset by a decrease in interest income from a lower average daily cash balance.
Current wording
Interest expense, net, decreased for the three and nine months ended September 26, 2025 to the three and nine months ended September 25, 2026 due to an increase in interest income from a higher average daily cash balance and a decrease in our weighted average borrowings outstanding.
Previous wording
The reduction in our weighted average borrowings outstanding is due to the payment of our scheduled principal payments. The decrease in our weighted average borrowing rate was due to lower Secured Overnight Financing Rate ("SOFR") rates, the variable component of our borrowing rate (-79 and -77 bps, respectively), partially offset by higher applicable margin, the fixed component of our borrowing rate, under our third quarter 2025 credit agreement (+63 and +54 bps, respectively).
Current wording
The reduction in our weighted average borrowings outstanding is due to the payment of our scheduled principal payments. The decrease in our weighted average borrowing rate was due to lower Secured Overnight Financing Rate ("SOFR") rates, the variable component of our borrowing rate (-83 and -79 bps, respectively), partially offset by a higher applicable margin, the fixed component of our borrowing rate, under our credit agreement (+54 bps).
Previous wording
The increase in other expense, net from the three and six months ended June 27, 2025 to the three and six months ended June 26, 2026 was primarily due to currency exchange rate fluctuations during the respective periods related to the local currency payables of our foreign operations.
Current wording
The decrease in other expense, net from the three and nine months ended September 26, 2025 to the three and nine months ended September 25, 2026 was primarily due to currency exchange rate fluctuations during the respective periods related to the local currency payables of our foreign operations.
Previous wording
The increase in income tax expense from the three and six months ended June 27, 2025 to the three and six months ended June 26, 2026 was primarily due to the forecasted mix of earnings in domestic and international jurisdictions, taxes on foreign income that differs from the U.S. tax rate, the ending of the Singapore tax holiday at the end of the first quarter of 2026, and the impact of a valuation allowance against U.S. deferred tax assets.
Current wording
The increase in income tax expense from the three and nine months ended September 26, 2025 to the three and nine months ended September 25, 2026 was primarily due to the forecasted mix of earnings in domestic and international jurisdictions, taxes on foreign income that differs from the U.S. tax rate, the ending of the Singapore tax holiday at the end of the first quarter of 2026, and the impact of a valuation allowance against U.S. deferred tax assets.
Previous wording
Management uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing business trends and comparing performance to prior periods, along with enhancing investors’ ability to view our results from management’s perspective. All non-GAAP adjustments are presented on a gross basis. 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; 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". Non-GAAP diluted earnings per share ("EPS") is defined as non-GAAP net income divided by weighted average diluted ordinary shares outstanding during the period. Non-GAAP gross margin and non-GAAP operating margin are defined as non-GAAP gross profit and non-GAAP operating income, respectively, divided by net sales. Beginning in the second quarter of 2026, we revised the definition of non-GAAP financial measures to no longer exclude inventory impairment charges. Prior period non-GAAP financial measures have been recast to conform to the current definition.
Current wording
Management uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing business trends and comparing performance to prior periods, along with enhancing investors’ ability to view our results from management’s perspective. All non-GAAP adjustments are presented on a gross basis. 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, restructuring plan costs, loss on extinguishment of debt, 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; 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". Non-GAAP diluted earnings per share ("EPS") is defined as non-GAAP net income divided by weighted average diluted ordinary shares outstanding during the period. Non-GAAP gross margin and non-GAAP operating margin are defined as non-GAAP gross profit and non-GAAP operating income, respectively, divided by net sales. Beginning in the second quarter of 2026, we revised the definition of non-GAAP financial measures to no longer exclude inventory impairment charges. Prior period non-GAAP financial measures have been recast to conform to the current definition.
Previous wording
(1)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the second quarter of 2025 and for the six months ended June 27, 2025 are severance costs associated with affected employees of $0.1 million and $0.4 million, respectively.
Current wording
(1)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the third quarter of 2025 and for the nine months ended September 26, 2025 are severance costs associated with affected employees of $0.3 million and $0.7 million, respectively.
Previous wording
(1)Represents the costs associated with our Consolidation Restructuring Plan. Included in this amount for the second quarter of 2026 and the six months ended June 26, 2026 are: (i) fixed asset charges of $1.3 million and $1.4 million respectively; (ii) ROU asset impairment costs of $0.9 million and $0.9 million, respectively; and (iii) other direct and incremental restructuring related costs of $0.5 million and $0.9 million respectively.
Current wording
(2)Represents the costs associated with our Consolidation Restructuring Plan. Included in this amount for the third quarter of 2025, the nine months ended September 25, 2026, and the nine months ended September 26, 2025 are: (i) fixed asset charges of $0.5 million, $1.4 million, and $0.5 million, respectively; (ii) ROU asset impairment costs of $0.4 million, $0.9 million, and $0.4 million, respectively; and (iii) other direct and incremental restructuring related costs of $0.0 million, $0.9 million, and $0.0 million, respectively.
Previous wording
(2)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the second quarter of 2026, the second quarter of 2025, the six months ended June 26, 2026, and the six months ended June 27, 2025 are: (i) other direct and incremental facility exit-related costs of $0.1 million, $0.6 million, $0.2 million, and $0.6 million, respectively; (ii) ROU asset impairment costs of $0.0 million, $1.3 million, $0.0 million, and $1.3 million, respectively; (iii) fixed asset charges of $0.0 million, $0.6 million, $0.0 million, and $0.6 million, respectively; and (iv) severance costs associated with affected employees of $0.0 million, $0.2 million, $0.0 million, and $0.8 million, respectively.
Current wording
(3)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the third quarter of 2025, the nine months ended September 25, 2026, and the nine months ended September 26, 2025 are: (i) severance costs associated with affected employees of $0.5 million, $0.0 million, and $1.3 million, respectively; (ii) other direct and incremental facility exit-related costs of $0.1 million, $0.2 million, and $0.7 million, respectively; (iii) ROU asset impairment costs of $0.0 million, $0.0 million, and $1.3 million, respectively; and (iv) fixed asset charges of $0.0 million, $0.0 million, and $0.6 million, respectively.
Previous wording
(1)Represents the costs associated with our Consolidation Restructuring Plan. Included in this amount for the second quarter of 2026 and the six months ended June 26, 2026 are: (i) fixed asset charges of $1.3 million and $1.4 million respectively; (ii) ROU asset impairment costs of $0.9 million and $0.9 million, respectively; and (iii) other direct and incremental restructuring related costs of $0.5 million and $0.9 million respectively.
Current wording
(2)Represents the costs associated with our Consolidation Restructuring Plan. Included in this amount for the third quarter of 2025, the nine months ended September 25, 2026, and the nine months ended September 26, 2025 are: (i) fixed asset charges of $0.5 million, $1.4 million, and $0.5 million, respectively; (ii) ROU asset impairment costs of $0.4 million, $0.9 million, and $0.4 million, respectively; and (iii) other direct and incremental restructuring related costs of $0.0 million, $0.9 million, and $0.0 million, respectively.
Previous wording
(2)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the second quarter of 2026, the second quarter of 2025, the six months ended June 26, 2026, and the six months ended June 27, 2025 are: (i) other direct and incremental facility exit-related costs of $0.1 million, $0.6 million, $0.2 million, and $0.6 million, respectively; (ii) ROU asset impairment costs of $0.0 million, $1.3 million, $0.0 million, and $1.3 million, respectively; (iii) fixed asset charges of $0.0 million, $0.6 million, $0.0 million, and $0.6 million, respectively; and (iv) severance costs associated with affected employees of $0.0 million, $0.2 million, $0.0 million, and $0.8 million, respectively.
Current wording
(3)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the third quarter of 2025, the nine months ended September 25, 2026, and the nine months ended September 26, 2025 are: (i) severance costs associated with affected employees of $0.5 million, $0.0 million, and $1.3 million, respectively; (ii) other direct and incremental facility exit-related costs of $0.1 million, $0.2 million, and $0.7 million, respectively; (iii) ROU asset impairment costs of $0.0 million, $0.0 million, and $1.3 million, respectively; and (iv) fixed asset charges of $0.0 million, $0.0 million, and $0.6 million, respectively.
Previous wording
(4)Represents the income tax effect of the adjustments used to reconcile GAAP net income (loss) to non-GAAP net income. The tax effect is calculated by determining a non-GAAP annual effective tax rate in accordance with ASC 740-270, based primarily on forecasted annual non-GAAP pre-tax income or loss by jurisdiction and the applicable statutory tax rates in those jurisdictions (including the impact of applicable tax holidays and valuation allowances which may limit or eliminate the tax effect of certain adjustments), applying that rate to non-GAAP year-to-date consolidated pre-tax income or loss, and adjusting for discrete tax items. For the three months ended June 26, 2026 and June 27, 2025, and the six months ended June 26, 2026 and June 27, 2025, on a GAAP and non-GAAP basis the United States maintains a valuation allowance against its deferred tax assets and is the primary jurisdiction impacted by the non-GAAP adjustments. The tax effect of the non-GAAP adjustments is primarily driven by the forecasted mix of earnings in domestic and international jurisdictions.
Current wording
(6)Represents the income tax effect of the adjustments used to reconcile GAAP net income (loss) to non-GAAP net income (loss). The tax effect is determined by calculating an estimated annual effective tax rate on non-GAAP pre-tax income or loss using principles consistent with ASC 740-270. This calculation is based primarily on forecasted annual non-GAAP pre-tax income or loss by jurisdiction and the applicable statutory tax rates in those jurisdictions (including the impact of applicable tax holidays and valuation allowances which may limit or eliminate the tax effect of certain adjustments), applying that rate to non-GAAP year-to-date consolidated pre-tax income or loss, and adjusting for discrete tax items. For the U.S. jurisdiction, the Company used the actual year-to-date effective tax rate as the best estimate of the annual effective tax rate for the third quarter of 2026 and the nine months ended September 25, 2026 because an annual effective tax rate could not be reliably estimated as a result of projected full-year ordinary income being approximately breakeven. For the three months ended September 25, 2026 and September 26, 2025, and the nine months ended September 25, 2026 and September 26, 2025, on a GAAP and non-GAAP basis the United States maintains a valuation allowance against its deferred tax assets and is the primary jurisdiction impacted by the non-GAAP adjustments. The tax effect of the non-GAAP adjustments is primarily driven by the forecasted mix of earnings in domestic and international jurisdictions.
Previous wording
(5)During the first quarter of 2025, we recorded a valuation allowance against the deferred tax assets of our Scotland and Korea operations.
Current wording
(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.
Previous wording
We ended the second quarter of 2026 with cash and cash equivalents of $256.5 million, an increase of $158.2 million from the prior year ended December 26, 2025. The increase was primarily due to net proceeds of $195.4 million from our issuance of 2.5 million ordinary shares in June 2026 in connection with our ATM Program, partially offset by cash used in operating activities of $18.8 million and capital expenditures of $14.8 million.
Current wording
We ended the third quarter of 2026 with cash and cash equivalents of $213.5 million, an increase of $115.2 million from the prior year ended December 26, 2025. The increase was primarily due to net proceeds of $195.4 million from our issuance of 2.5 million ordinary shares in June 2026 in connection with our ATM Program, partially offset by cash used in operating activities of $47.6 million and capital expenditures of $25.5 million.
Previous wording
Cash provided by (used in) operating activities during the six months ended June 26, 2026 and June 27, 2025 was $(18.8) million and $11.5 million, respectively. The decrease was primarily due to unfavorable changes in operating assets and liabilities of $42.9 million, partially offset by increased net income of $12.5 million. The changes in working capital and earnings primarily reflect increased production and sales activity in response to robust customer demand.
Current wording
Cash provided by (used in) operating activities during the nine months ended September 25, 2026 and September 26, 2025 was $(47.6) million and $20.7 million, respectively. The decrease was primarily due to unfavorable changes in operating assets and liabilities of $103.5 million, partially offset by increased net income of $56.3 million. The changes in working capital and earnings primarily reflect increased purchases, production, and sales activity in response to robust customer demand.
Previous wording
Cash used in investing activities during the six months ended June 26, 2026 and June 27, 2025 was $(14.8) million and $(25.8) million, respectively, and consists of capital expenditures for both periods. The decrease in cash used in investing activities from 2025 to 2026 was primarily due to reduced capital expenditures in Malaysia and Mexico, as planned capacity expansions approach completion.
Current wording
Cash used in investing activities during the nine months ended September 25, 2026 and September 26, 2025 was $(25.5) million and $(32.9) million, respectively, and consists of capital expenditures for both periods. The decrease in cash used in investing activities from 2025 to 2026 was primarily due to reduced capital expenditures in Malaysia and Mexico, as planned capacity expansions approached completion.
Previous wording
Cash provided by (used in) financing activities during the six months ended June 26, 2026 and June 27, 2025 was $191.8 million and $(2.1) million, respectively. The increase was primarily due to net proceeds of $195.4 million from our issuance of 2.5 million ordinary shares in June 2026 in connection with our ATM Program, partially offset by a decrease in net proceeds from share-based compensation activity of $2.1 million.
Current wording
Cash provided by (used in) financing activities during the nine months ended September 25, 2026 and September 26, 2025 was $188.4 million and $(4.0) million, respectively. The increase was primarily due to net proceeds of $195.4 million from our issuance of 2.5 million ordinary shares in June 2026 in connection with our ATM Program, partially offset by a decrease in net proceeds from share-based compensation activity of $3.9 million.