FN 10-K & 10-Q changes, risk factors and insider trading
Fabrinet · NYSE · Telephone & Telegraph Apparatus · CIK 1408710 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“For example, the May 2019 addition of Huawei and certain affiliates by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS") to the BIS Entity List denied Huawei the ability to purchase products, software and technology that are subject to U.S. Export Administration Regulations. Although we do not sell directly to Huawei, some of our customers do sell to Huawei (and its affiliates) directly. To ensure compliance, some of our customers immediately suspended shipments to Huawei in order to assess whether their products were subject to the restrictions resulting from the ban. …”see in full comparison
During fiscal year 2025, our U.S. federal tax returns were under examination by the U.S. Internal Revenue Service (“IRS”) for fiscal years 2022 and 2023. As a result ofsee in full comparisonthethis examination, which was completed in the fourth quarter of fiscal year 2025, werecordedpaid an aggregate additional tax liability of$5.9$5.6millionmillion, including interest and penalties, during fiscal year2025.2025 and fiscal year 2026.
see in full comparisonIn April 2025, the U.S. imposed global trade tariffs on a wide range of products and goods.Our business may be adversely affected by evolving global trade policies, including tariffs and other trade restrictions. We are subject to risks associated with changes in international trade policies, regulations, and relationships. In recent years, multiple countries, including the United States, the PRC, and members of the European Union, among others have enacted tariffs, export controls, quotas, and other forms of trade restrictions on a variety of goods and services. These measures have led to increased costs, supply chain disruptions, and reduced demand across several industries. Although certain tariffs have been reduced or delayed, the potential for future escalation or the imposition of new trade restrictions remains. Ongoing or future trade disputes may impact the availability and cost of materials used in our manufacturing processes. In some cases, suppliers may struggle to meet increased demand resulting from accelerated purchasing ahead of anticipated policy changes, further exacerbating supply chain instability. Additionally, retaliatory actions or changes in trade policies by foreign governments may reduce the demand for our customers’ products in impacted regions, which could lead to reduced orders and revenue for us. If we are unable to mitigate the effects of increased costs or pass them on to our customers, our gross margins, financial condition, and results of operations could be materially and adversely affected.
The OECD has issued Pillar Two model rules and continues to release guidance on these rules. As of Junesee in full comparison27,26,2025,2026, these rules are either effective or have been adopted in draft form in various countries. We evaluated the applicable tax law changes resulting from Pillar Two implementation in the countries where weoperate,operate.andFabrinetthereiswasincorporatednoinmaterialaimpactjurisdictiontothatourhastaxnotprovision for the year ended June 27, 2025. In future years, theadopted Pillar Twoframeworkrules.forCertaintheotherglobaljurisdictionsminimumin which we operate, including Thailand, have enacted legislation that may impose UTPR top-up taxmaywithincreaserespectthetolevellow-taxed income ofincome tax in both Thailand andotherforeignconstituentjurisdictionsentitieswherewithinweouroperateconsolidatedor have a presence.group.
Preferential tax treatment from the Thai governmentsee in full comparisoninisthe form of a corporate tax exemption on income generated from projectsavailable tomanufactureuscertainfor products manufactured at our Chonburi campusisBuildingavailable9,towhereusincome generated will be tax exempt throughJune2031,2026.capped at our actual investment amount of $52.2 million. Similar preferential tax treatment was available to us through June 2026 with respect to products manufactured at our Chonburi campus and through June 2020 with respect to products manufactured at our Pinehurst campus. Between June 2020 and June 2025, 50% of our income generated from products manufactured at our Pinehurst campus was exempted from tax.PreferentialBeginning in August 2027, preferential tax treatmentiswill be available to us for products manufactured at ourChonburiNavanakorn campusBuildingfor9,8where income generated will be tax exempt through 2031,years, capped at our actual investmentamount.amount of $25.1 million. Such preferential tax treatment is contingent on various factors, including the export of our customers’ products out of Thailand and our agreement not to move our manufacturing facilities out of our current province in Thailand for at least 15 years from the date on which preferential tax treatment was granted. We will lose this favorable tax treatment in Thailand unless we comply with these restrictions, and as a result we may delay or forego certain strategic business decisions due to these tax considerations.
“For the year ended June 26, 2026, we recognized $57.4 million of current income tax expense related to enacted Pillar Two UTPR legislation. The related liability is included within income tax payable in the consolidated balance sheets. We continue to evaluate enacted legislation, administrative guidance, and the application of transitional safe harbors in the jurisdictions in which we operate. Future changes in enacted tax laws and interpretations could materially affect our future effective tax rate and cash tax obligations.”see in full comparison
Full comparison: every changed paragraph (19)
We have depended, and will continue to depend, upon a small number of customers for a significant percentage of our revenues. During fiscal years 2026, 2025 and 2024, we had four, two customersand two customers, respectively, that each contributed 10% or more of our revenues. Such customers together accounted for 57.4%, 45.8% and 48.5% of our revenues during the respective periods. Dependence on a small number of customers means that a reduction in orders from, a loss of, or other adverse actions by any one of these customers would reduce our revenues and could have a material adverse effect on our business, financial condition and operating results.
If the opticaldata center and communications marketinfrastructure doesmarkets do not expand as we expect, our business may not grow as fast as we expect, which could adversely impact our business, financial condition and operating results.
Revenues from opticaldata communicationscenter products represented 76.6%47.9% and 79.4%46.2% of our revenues for fiscal year 20252026 and fiscal year 2024,2025, respectively. Revenues from communications infrastructure products represented 33.3% and 30.7% of our revenues for fiscal year 2026 and fiscal year 2025, respectively. Our future success as a provider of precision optical, electro-mechanical and electronic manufacturing services for the opticaldata center and communications marketinfrastructure markets depends on the continued growth of the optics industry and, in particular, the continued expansion of global information networks, particularly those directly or indirectly dependent upon a fiber optic infrastructure. As part of that growth, we anticipate that demand for voice, video, and other data services delivered over high-speed connections (both wired and wireless) will continue to increase. Without network and bandwidth growth, the need for enhanced communications products would be jeopardized. Currently, demand for network services and for high-speed broadband access, in particular, is increasing but growth may be limited by several factors, including, among others: (1) relative strength or weakness of the global economy or the economy in certain countries or regions, (2) an uncertain regulatory environment, and (3) uncertainty regarding long-term sustainable business models as multiple industries, such as the cable, traditional telecommunications, wireless and satellite industries, offer competing content delivery solutions. The optical communications market also has experienced periods of overcapacity, some of which have occurred even during periods of relatively high network usage and bandwidth demands. If the factors described above were to slow, stop or reverse the expansion in the optical communications market, our business, financial condition and operating results would be negatively affected.
Competitors in the market for optical manufacturing services include Benchmark Electronics, Inc., Celestica Inc., InnoLight Technology (Suzhou) Ltd., Jabil Inc., Sanmina Corporation andCorporation, Venture Corporation Limited.Limited and Eoptolink Technology Inc., Ltd. Our customized optics and glass operations face competition from companies such as CASTECH,CASTECH Inc., Excelitas Technologies Corp. and Photop Technologies, Inc. (a subsidiary of Coherent Corp.). Other existing contract manufacturing companies, original design manufacturers or outsourced semiconductor assembly and test companies could also enter our target markets. In addition, we may face new competitors as we attempt to penetrate new markets.
We most recently expanded our manufacturing capacity by buildingacquiring aan new facility at our Chonburi8-acre campus in Navanakorn, Thailand in 2022,May 2026, and we began construction of a new manufacturing building of approximately 2.0 million square feet at our Chonburi campus in February 2025. We may continue to devote significant resources to the expansion of our manufacturing capacity, and any such expansion will be expensive, will require management’s time and may disrupt our operations. In the event we are unsuccessful in our attempts to expand our manufacturing capacity, our business, financial condition and operating results could be harmed.
Volatility in the functional and non-functional currencies of our entities and the U.S. dollar could seriously harm our business, financial condition and operating results. The primary impact of currency exchange fluctuations is on our cash, receivables, and payables of our operating entities. We may experience significant unexpected losses from fluctuations in exchange rates. For example, in the three months ended SeptemberDecember 27,26, 2024,2025, we experienced a $7.1$3.2 million foreign exchange loss, which negatively affected our net income per share for the same period by $0.19.$0.09.
Additionally, we have significant exposure to changes in the exchange rate between the Chinese Renminbi (“RMB”) and pound sterling (“GBP”) and the U.S. dollar. The expenses of our subsidiaries located in the PRC and the United Kingdom are denominated in RMB and GBP, respectively.RMB. Currently, RMB are convertible in connection with trade and service-related foreign exchange transactions, foreign debt service, and payment of dividends. The PRC government may at its discretion restrict access in the future to foreign currencies for current account transactions. If this occurs, our PRC subsidiary may not be able to pay us dividends in U.S. dollars without prior approval from the PRC State Administration of Foreign Exchange. In addition, conversion of RMB for most capital account items, including direct investments, is still subject to government approval in the PRC. This restriction may limit our ability to invest the earnings of our PRC subsidiary. As of June 27,26, 2025,2026, the U.S. dollar had depreciated approximately 1.3%6.6% against the RMB since June 30,28, 2023.2024. There remains significant international pressure on the PRC government to adopt a substantially more liberalized currency policy. GBPAny are convertibleappreciation in connectionthe with trade and service-related foreign exchange transactions and foreign debt service. Asvalue of Junethe 27,RMB 2025,against the U.S. dollar could negatively impact our operating results.
dollar had depreciated approximately 8.1% against the GBP since June 30, 2023. Any appreciation in the value of the RMB and GBP against the U.S. dollar could negatively impact our operating results.
Our customers are located throughout the world, and our principal manufacturing facilities are located in Thailand. Beginning in the fourth quarter of fiscal year 2026, we updated our geographic area presentation from the bill-to-location of our customers to the ship-to-location of our customers. Prior periods have been recast to conform to the current presentation. See Note 3 of the Notes to Consolidated Financial Statements. Revenues from the bill-to-locationship-to-location of customers outside of North America accounted for 56.6%,77.3%, 63.5%78.4% and 52.0%81.8% of our revenues for fiscal year 2025,2026, fiscal year 20242025 and fiscal year 2023,2024, respectively. We expect that revenues from the bill-to-locationship-to-location of customers outside of North America will continue to account for a significant portion of our revenues. Our customers also depend on international sales, which further exposes us to the risks associated with international operations. Conducting business outside the United States subjects us to a number of risks and challenges, including:
•political, legal and economic instability, foreign armed conflicts (such as the U.S.-Iran war, the Israel-Hamas warwar, and the Russia-Ukraine war), and the impact of regional and global infectious illnesses in the countries in which we and our customers and suppliers are located.
For example, the May 2019 addition of Huawei and certain affiliates by the U.S. Commerce Department’s Bureau of Industry and Security ("BIS") to the BIS Entity List denied Huawei the ability to purchase products, software and technology that are subject to U.S. Export Administration Regulations. Although we do not sell directly to Huawei, some of our customers do sell to Huawei (and its affiliates) directly. To ensure compliance, some of our customers immediately suspended shipments to Huawei in order to assess whether their products were subject to the restrictions resulting from the ban. This had an immediate impact on our customer orders in the three months ended June 28, 2019, which affected our revenue for that quarter. We expect this ban to continue to adversely affect orders from our customers for the foreseeable future.
In April 2025, the U.S. imposed global trade tariffs on a wide range of products and goods. Our business may be adversely affected by evolving global trade policies, including tariffs and other trade restrictions. We are subject to risks associated with changes in international trade policies, regulations, and relationships. In recent years, multiple countries, including the United States, the PRC, and members of the European Union, among others have enacted tariffs, export controls, quotas, and other forms of trade restrictions on a variety of goods and services. These measures have led to increased costs, supply chain disruptions, and reduced demand across several industries. Although certain tariffs have been reduced or delayed, the potential for future escalation or the imposition of new trade restrictions remains. Ongoing or future trade disputes may impact the availability and cost of materials used in our manufacturing processes. In some cases, suppliers may struggle to meet increased demand resulting from accelerated purchasing ahead of anticipated policy changes, further exacerbating supply chain instability. Additionally, retaliatory actions or changes in trade policies by foreign governments may reduce the demand for our customers’ products in impacted regions, which could lead to reduced orders and revenue for us. If we are unable to mitigate the effects of increased costs or pass them on to our customers, our gross margins, financial condition, and results of operations could be materially and adversely affected.
In addition, increased international political instability, the threat or occurrence of terrorist attacks, conflicts in the Middle East, Asia and Europe (including the U.S.-Iran war, the Israel-Hamas warwar, and the Russia-Ukraine war), strained international relations arising from these conflicts and the related decline in consumer confidence and economic weakness, may hinder our ability to do business. Any escalation in these events or similar future events may disrupt our operations and the operations of our customers and suppliers and may affect the availability of materials needed for our manufacturing services. Such events may also disrupt the transportation of materials to our manufacturing facilities and finished products to our customers. These events have had, and may continue to have, an adverse impact on the U.S. and world economy in general, and customer confidence and spending in particular, which in turn could adversely affect our total revenues and operating results. The impact of these events on the volatility of the U.S. and world financial markets also could increase the volatility of the market price of our ordinary shares and may limit the capital resources available to us, our customers and our suppliers.
Furthermore, if we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our shareholders could be significantly diluted, and these newly-issuednewly issued securities may have rights, preferences or privileges senior to those of existing shareholders. If adequate additional funds are not available or are not available on acceptable terms, if and when needed, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our manufacturing services, hire additional technical and other personnel, or otherwise respond to competitive pressures could be significantly limited.
During fiscal year 2025, our U.S. federal tax returns were under examination by the U.S. Internal Revenue Service (“IRS”) for fiscal years 2022 and 2023. As a result of thethis examination, which was completed in the fourth quarter of fiscal year 2025, we recordedpaid an aggregate additional tax liability of $5.9$5.6 millionmillion, including interest and penalties, during fiscal year 2025.2025 and fiscal year 2026.
Preferential tax treatment from the Thai government inis the form of a corporate tax exemption on income generated from projectsavailable to manufactureus certainfor products manufactured at our Chonburi campus isBuilding available9, towhere usincome generated will be tax exempt through June2031, 2026.capped at our actual investment amount of $52.2 million. Similar preferential tax treatment was available to us through June 2026 with respect to products manufactured at our Chonburi campus and through June 2020 with respect to products manufactured at our Pinehurst campus. Between June 2020 and June 2025, 50% of our income generated from products manufactured at our Pinehurst campus was exempted from tax. PreferentialBeginning in August 2027, preferential tax treatment iswill be available to us for products manufactured at our ChonburiNavanakorn campus Buildingfor 9,8 where income generated will be tax exempt through 2031,years, capped at our actual investment amount.amount of $25.1 million. Such preferential tax treatment is contingent on various factors, including the export of our customers’ products out of Thailand and our agreement not to move our manufacturing facilities out of our current province in Thailand for at least 15 years from the date on which preferential tax treatment was granted. We will lose this favorable tax treatment in Thailand unless we comply with these restrictions, and as a result we may delay or forego certain strategic business decisions due to these tax considerations.
The OECD has issued Pillar Two model rules and continues to release guidance on these rules. As of June 27,26, 2025,2026, these rules are either effective or have been adopted in draft form in various countries. We evaluated the applicable tax law changes resulting from Pillar Two implementation in the countries where we operate,operate. andFabrinet thereis wasincorporated noin materiala impactjurisdiction tothat ourhas taxnot provision for the year ended June 27, 2025. In future years, theadopted Pillar Two frameworkrules. forCertain theother globaljurisdictions minimumin which we operate, including Thailand, have enacted legislation that may impose UTPR top-up tax maywith increaserespect theto levellow-taxed income of income tax in both Thailand and other foreignconstituent jurisdictionsentities wherewithin weour operateconsolidated or have a presence.group.
For the year ended June 26, 2026, we recognized $57.4 million of current income tax expense related to enacted Pillar Two UTPR legislation. The related liability is included within income tax payable in the consolidated balance sheets. We continue to evaluate enacted legislation, administrative guidance, and the application of transitional safe harbors in the jurisdictions in which we operate. Future changes in enacted tax laws and interpretations could materially affect our future effective tax rate and cash tax obligations.
As a manufacturer of products for the optics industry, we are required to meet certain certification standards, including the following: ISO 9001 for Manufacturing Quality Management Systems; ISO 14001 for Environmental Management Systems; TL 9000 for Telecommunications Industry Quality Certification; IATF 16949 for Automotive Industry Quality Certification; ISO 13485 for Medical Devices Industry Quality Certification; AS 9100 for Aerospace Industry Quality Certification; NADCAP (National Aerospace and Defense Contractors Accreditation Program) for Quality Assurance throughout the Aerospace and Defense Industries; ISO 45001 for Occupational Health and Safety Management Systems; ISO/IEC 17025 for Testing and Calibration Laboratories Certification; ISO 22301 for Business Continuity Management Systems; and ISO/IEC 27001 for Information Security Management Systems; and ISO 50001 for Energy Management Systems. We also maintain compliance with various additional standards imposed by the FDA with respect to the manufacture of medical devices.
Management's Discussion & Analysis (MD&A)
New heading “Non-marketable equity securities”
New heading “Comparison of Fiscal Year 2026 with Fiscal Year 2025”
Removed heading “Comparison of Fiscal Year 2024 with Fiscal Year 2023”
Largest changes
“Revenues. Our revenues increased by $237.8 million, or 9.0%, to $2,883.0 million for fiscal year 2024, compared with $2,645.2 million for fiscal year 2023. This increase was primarily due to an increase in our key customers’ demand for optical communication products. …”see in full comparison
“Non-marketable equity securities consist of investments in private companies without readily determinable fair values. It is measured at cost minus impairment, if any, and are adjusted for observable price changes. These adjustments may require use of unobservable inputs.”see in full comparison
“We assess impairment annually based on qualitative and quantitative factors, including the investee’s operating performance, financial condition, market conditions, and other relevant events and circumstances that may indicate the carrying amount is not recoverable.”see in full comparison
Full comparison: every changed paragraph (60)
We utilize a 52-53 week fiscal year ending on the last Friday in June. Our fiscal years 2026, 2025, 2024, and 20232024 ended on June 26, 2026, June 27, 2025, and June 28, 2024, respectively, and June 30, 2023, andeach consisted of 52 weeks, 52 weeks and 53 weeks, respectively.weeks.
To better reflect our current business profile, beginning in the fourth quarter of fiscal year 2026, we updated our revenue category presentation from optical communications and non-optical communications to data center, communications infrastructure, and automotive, industrial and other markets. Beginning in the fourth quarter of fiscal year 2026, we also updated our geographic area presentation from the bill-to-location of our customers to the ship-to-location of our customers. Prior periods have been recast to conform to the current presentation.
We generate revenues from three geographic regions: North America, Asia-Pacific and others, North America, and Europe. Revenues are attributed to a particular geographic area based on the bill-toship-to location of our customers, notwithstanding that the products may be shippedbilled to a different geographic region. The substantial majority of our revenues are derived from our manufacturing facilities in Asia-Pacific.
The percentage of our revenues generated from a bill-toship-to location outside of North America decreased from 63.5%78.4% in fiscal year 20242025 to 56.6%77.3% in fiscal year 2025,2026, primarily because of an increase in revenue from sales to our customers in North America. Based on the short- and medium-term indications and forecasts from our customers, we expect that the portion of our future revenues attributable to customers in regions outside of North America will increase as compared with the portion of revenues attributable to such customers during fiscal year 2025.2026.
A second significant element of our cost of revenues is employee costs, including indirect employee costs related to design, configuration and optimization of manufacturing processes for our customers, quality testing, materials testing and other engineering services;services, and direct costs related to our manufacturing employees. Direct employee costs include employee salaries, insurance and benefits, merit-based bonuses, recruitment, training and retention. Historically, our employee costs have increased primarily due to increases in the number of employees necessary to support our growth and, to a lesser extent, costs to recruit, train and retain employees. Our cost of revenues is significantly impacted by salary levels in Thailand and the PRC, the fluctuation of the Thai baht and RMB against our functional currency, the U.S. dollar, and our ability to retain our employees. We expect our employee costs to increase as wages continue to increase in Thailand and the PRC. Wage increases may impact our ability to sustain our competitive advantage and may reduce our profit margin. We seek to mitigate these cost increases through improvements in employee productivity, employee retention and asset utilization.
Our SG&A expenses primarily consist of corporate employee costs for sales and marketing, general and administrative and other support personnel, including research and development expenses related to the design of customized optics and glass, travel expenses, legal and other professional fees, share-based compensation expense and other general expenses not related to cost of revenues. In fiscal year 2026,2027, we expect our SG&A expenses will increase compared with our fiscal year 20252026 SG&A expenses, mainly due to increasedincreases investmentin research and development expenses, investments in information technology hardwarehardware, and increased compensation-related expenses.
The GBP assets represent cash, trade accounts receivable, and other current assets. The GBP liabilities represent trade accounts payable, and accrued expenses, and other payables.expenses. As of June 27,26, 20252026 and June 28,27, 2024,2025, we did not have any derivative contracts denominated in GBP.
For fiscal years 2026, 2025 and 2024, we recorded an unrealized loss of $2.8 million, unrealized gain of $1.9 million and unrealized gain of $0.7 million, respectively, related to derivatives that are not designated as hedging instruments in the consolidated statements of operations and comprehensive income.
Throughout the period of our operations in Thailand, we have generally received income tax and other incentives from the Thailand Board of Investment. Preferential tax treatment from the Thai government inis the form of a corporate tax exemption on income generated from projectsavailable to manufactureus certainfor products manufactured at our Chonburi campus isBuilding currently9, availablewhere toincome usgenerated will be tax exempt through June2031, 2026.capped at our actual investment amount of $52.2 million. Similar preferential tax treatment was available to us through June 2026 with respect to products manufactured at our Chonburi campus and through June 2020 with respect to products manufactured at our Pinehurst campus Building 6. Between June 2020 and June 2025, 50% of our income generated from products manufactured at our Pinehurst campus was exempted from tax. PreferentialBeginning in August 2027, preferential tax treatment iswill be available to us for products manufactured at our ChonburiNavanakorn campus Buildingfor 9,8 where income generated will be tax exempt through 2031,years, capped at our actual investment amount.amount of $25.1 million. Such preferential tax treatment is contingent on various factors, including the export of our customers’ products out of Thailand and our agreement not to move our manufacturing facilities out of our current province in Thailand for at least 15 years from the date on which preferential tax treatment was granted. Currently, the corporate income tax rate for our Thai subsidiary is 20%.
The OECD introduced a global minimum tax framework (“Pillar Two”) that imposes a minimum tax rate of 15% on multinational enterprise groups with annual consolidated revenue exceeding €750 million. Pillar Two includes a Qualified Domestic Minimum Top-up Tax (“QDMTT”), an Income Inclusion Rule (“IRR”), and an Undertaxed Profits Rule (“UTPR”).
The OECD has issued Pillar Two model rules and continues to release guidance on these rules. As of June 26, 2026, these rules are either effective or have been adopted in draft form in various countries. We evaluated the applicable tax law changes resulting from Pillar Two implementation in the countries where we operate. Fabrinet is incorporated in a jurisdiction that has not adopted Pillar Two rules. Certain other jurisdictions in which we operate, including Thailand, have enacted legislation that may impose UTPR top-up tax with respect to low-taxed income of other constituent entities within our consolidated group.
For the year ended June 26, 2026, we recognized $57.4 million of current income tax expense related to enacted Pillar Two UTPR legislation. The related liability is included within income tax payable in the consolidated balance sheets. We continue to evaluate enacted legislation, administrative guidance, and the application of transitional safe harbors in the jurisdictions in which we operate. Future changes in enacted tax laws and interpretations could materially affect our future effective tax rate and cash tax obligations.
Our inventory is stated at the lower of cost (on a first-in, first-out basis) or market value. Our industry is characterized by rapid technological change, short-term customer commitments, and rapid changes in demand. We make provisions for estimated excess and obsolete inventory based on regular reviews of inventory quantities on hand on a quarterly basis and the latest forecasts of product demand and production requirements from our customers. If actual market conditions or our customers’ product demands are less favorable than those projected, additional provisions may be required. In addition, unanticipated changes in liquidity or the financial positions of our customers or changes in economic conditions may require additional provisions for inventory due to our customers’ inability to fulfill their contractual obligations. As the market conditions or our customers’ product demands are inherently difficult to predict, the actual volumes may vary significantly from projected volumes. Differences in forecasted volume used in calculating excess and obsolete inventory can result in a material adverse effect on our business, financial condition and results of operations. During fiscal year 20252026 and fiscal year 2024,2025, a change of 10% for excess and obsolete materials, based on product demand and production requirements from our customers, would have affected our net income by approximately $0.6$0.7 million forand both$0.6 years.million, respectively.
During fiscal year 2020, one of our subsidiaries in the U.K. also generated net operating loss and management expected that such subsidiary would continue to have net operating losses in the foreseeable future. Therefore, management believed it was more likely than not that all of the deferred tax assets of such subsidiary would not be utilized. Thus, a full valuation allowance of $1.6 million for the deferred tax assets was set up as of the end of fiscal year 2020. A full valuation allowance of $3.8 million, $4.9 million and $2.1 million was set up for the fiscal year ended June 30, 2023, June 24, 2022 and June 25, 2021, respectively. During fiscal year 2024, deferred tax assets and valuation allowance were released due to our cessation of operations in the U.K.
During fiscal year 2023, the other subsidiary in the U.K. generated taxable income and was able to utilize loss carryforwards. Management determined that it was more likely than not that future taxable income would be sufficient to allow utilization of the deferred tax assets. Thus, a full valuation allowance of $1.6 million for the deferred tax assets was released as of June 30, 2023. In fiscal year 2024, due to the planned closure of this entity, management believed that it would not generate sufficient taxable income to utilize the remaining deferred tax assets. Thus, a full valuation allowance of $1.0 million was recorded. In fiscal year 2025, the remaining deferred tax assets and valuation allowance were written off after the application to dissolve the entity was filed in the U.K.
During fiscal year 2024, our subsidiary in Israel generated net operating loss and management expected that such subsidiary would continue to have net operating losses in the foreseeable future. Therefore, management believed it was more likely than not that all of the deferred tax assets of such subsidiary would not be utilized. Thus, a full valuation allowance of $2.7 million for the deferred tax assets was set up as of the end of fiscal year 2024. TheWe continued to record the full valuation allowance of $2.7$0.8 million continuedand to$2.1 be recordedmillion for the fiscal year ended2025 Juneand 27,fiscal 2025.year 2026, respectively.
Non-marketable equity securities
Non-marketable equity securities consist of investments in private companies without readily determinable fair values. It is measured at cost minus impairment, if any, and are adjusted for observable price changes. These adjustments may require use of unobservable inputs.
We assess impairment annually based on qualitative and quantitative factors, including the investee’s operating performance, financial condition, market conditions, and other relevant events and circumstances that may indicate the carrying amount is not recoverable.
To better reflect our current business profile, beginning in the fourth quarter of fiscal year 2026, we updated our revenue category presentation from optical communications and non-optical communications to data center, communications infrastructure, and automotive, industrial and other markets. Prior periods have been recast to conform to the current presentation. The following table sets forth our revenues by end market and product category for the periods indicated.
(1) Data center includes data center interconnect (DCI), high-performance computing (HPC), and other data center-specific applications.
(2) Communications infrastructure includes communications and networking products that are not specific to data center applications, primarily telecommunications products excluding DCI.
(3) Automotive, Industrial and Others includes products serving automotive components, industrial, medical devices and sensors.
Comparison of Fiscal Year 2026 with Fiscal Year 2025
Revenues. Our revenues increased by $1,221.8 million, or 35.7%, to $4,641.1 million for fiscal year 2026, compared with $3,419.3 million for fiscal year 2025. This increase was primarily due to an increase in our key customers’ demand for both data center products and communications infrastructure products. Revenues from data center products, which represented $2,225.1 million, or 47.9%, of our revenues for fiscal year 2026, increased by $645.2 million, or 40.8%, compared to the prior fiscal year. Revenues from communications infrastructure products, which represented $1,546.4 million, or 33.3%, of our revenues for fiscal year 2026, increased by $497.0 million, or 47.4%, compared to the prior fiscal year. Revenues from automotive, industrial and others products, which represented $869.6 million, or 18.8%, of our revenues for fiscal year 2026, increased by $79.6 million, or 10.1%, compared to the prior fiscal year.
Cost of revenues. Our cost of revenues increased by $1,078.6 million, or 35.9%, to $4,084.6 million, or 88.0% of revenues, for fiscal year 2026, compared with $3,006.0 million, or 87.9% of revenues, for fiscal year 2025. The increase was in line with the increase in sales volume.
Gross profit. Our gross profit increased by $143.2 million, or 34.6%, to $556.5 million, or 12.0% of revenues, for fiscal year 2026, compared with $413.3 million, or 12.1% of revenues, for fiscal year 2025. The increase was primarily due to sales volume and product mix.
SG&A expenses. Our SG&A expenses increased by $6.0 million, or 6.9%, to $93.5 million, or 2.0% of revenues, for fiscal year 2026, compared with $87.5 million, or 2.6% of revenues, for fiscal year 2025. Our SG&A expenses increased during fiscal year 2026, compared with fiscal year 2025, mainly due to (1) an increase in information technology related expenses of $2.2 million, mainly from network, security system and new hardware costs, (2) an increase in executive compensation related expenses of $1.3 million, (3) an increase in R&D expenses of $1.2 million, (4) an increase in share-based compensation expenses of $0.6 million, (5) a net realized loss from financial instruments of $0.4 million, and (6) an increase in severance expenses of $0.3 million.
Restructuring and other related costs. We recorded $0.1 million and $1.4 million in restructuring costs for fiscal year 2026 and 2025, respectively.
Operating income. Our operating income increased by $138.5 million, or 42.7%, to $462.9 million, or 10.0% of revenues, for fiscal year 2026, compared with $324.4 million, or 9.4% of revenues, for fiscal year 2025.
Interest income. Our interest income decreased by $7.8 million, or 19.4% to $32.4 million, or 0.7% of revenues, for fiscal year 2026, compared with $40.2 million, or 1.2% for fiscal year 2025. The decrease was primarily due to a lower average cash balance and short-term investment of $872.0 million in fiscal year 2026, compared with $919.0 million in fiscal year 2025, and the average interest rate decreasing from 4.2% to 3.7%.
Foreign exchange gain (loss), net. We recorded foreign exchange gain, net of $2.9 million for fiscal year 2026, compared with foreign exchange loss, net of $9.3 million for fiscal year 2025. The foreign exchange gain was mainly due to (1) unrealized gain from revaluation of outstanding Thai baht assets and liabilities of $11.9 million, (2) unrealized gain from revaluation of currencies other than Thai baht of $3.0 million, (3) lower realized loss from payment/receipt of $1.6 million, and (4) lower foreign exchange loss totaling $0.5 million from our subsidiaries in the PRC and the U.K., offset by unrealized loss from mark-to-market of forward contracts of $4.8 million.
Income before income taxes. We recorded income before income taxes of $555.1 million for fiscal year 2026, compared with $355.2 million for fiscal year 2025.
Income tax expense. Our provision for income tax reflects an effective tax rate of 14.8% and 6.4% for fiscal year 2026 and fiscal year 2025, respectively. The increase was primarily due to top-up taxes recorded under the Pillar Two framework in fiscal year 2026.
Net income. We recorded net income of $473.0 million, or 10.2% of revenues, for fiscal year 2026, compared with net income of $332.5 million, or 9.7% of revenues, for fiscal year 2025.
Other comprehensive income (loss). We recorded other comprehensive loss of $9.3 million, or 0.2% of revenues, for fiscal year 2026, compared with other comprehensive income of $13.4 million, or 0.4% of revenues, for fiscal year 2025. The change was mainly due to (1) unrealized loss from mark-to-market of available-for-sale debt securities of $13.0 million, (2) unrealized loss from mark-to-market of forward contracts of $8.4 million, and (3) unrealized loss from foreign currency translation adjustment of $1.3 million.
The following table sets forth our revenues by end market and product category for the periods indicated.
Revenues. Our revenues increased by $536.3 million, or 18.6%, to $3,419.3 million for fiscal year 2025, compared with $2,883.0 million for fiscal year 2024. This increase was primarily due to an increase in our key customers’ demand for bothdata opticalcenter products, communications productsinfrastructure products, and non-opticalautomotive, communicationsindustrial and others products. Revenues from opticaldata communicationscenter products, which represented $2,619.4$1,579.9 million, or 76.6%,46.2%, of our revenues for fiscal year 2025, increased by $330.3$50.2 million, or 14.4%,3.3%, compared to the prior fiscal year, mainly due to an increase in revenues from telecommunication products, as inventory absorption issues substantially subsided during fiscal year 2025.year. Revenues from non-opticalcommunications communicationsinfrastructure products, which represented $800.0$1,049.4 million, or 23.4%,30.7%, of our revenues for fiscal year 2025, increased by $206.0$282.0 million, or 34.7%,36.8%, compared to the prior fiscal year. Revenues from automotive, industrial and others products, which represented $790.0 million, or 23.1%, of our revenues for fiscal year 2025, increased by $204.1 million, or 34.8%, compared to the prior fiscal year, primarily due to growth in automotive revenue as short-term inventory absorption issues substantially subsided during fiscal year 2025.
Cost of revenues. Our cost of revenues increased by $479.2 million, or 19.0%, to $3,006.0 million, or 87.9% of revenues, for fiscal year 2025, compared with $2,526.8 million, or 87.6% of revenues, for fiscal year 2024. The increase in cost of revenues was inprimarily linedue withto thea proportional increase in sales volume.
Restructuring and other related costs. We recorded $1.4 million in restructuring costs for fiscal year 2025, due to restructuring of operations in our subsidiary in Thailand. We recorded aan de minimisimmaterial amount of restructuring costs for fiscal year 2024.
Interest income. Our interest income increased by $7.0 million, or 21.1% to $40.2 million, or 1.2% of revenues, for fiscal year 2025, compared with $33.2 million, or 1.2% of revenues, for fiscal year 2024. The increase was primarily due to a higher average cash balance and short-term investment of $919.0 million in fiscal year 2025, compared with $722.0 million in fiscal year 2024.
Comparison of Fiscal Year 2024 with Fiscal Year 2023
Revenues. Our revenues increased by $237.8 million, or 9.0%, to $2,883.0 million for fiscal year 2024, compared with $2,645.2 million for fiscal year 2023. This increase was primarily due to an increase in our key customers’ demand for optical communication products. Revenues from optical communications products, which represented $2,289.0 million, or 79.4%, of our revenues for fiscal year 2024, increased by $280.7 million, or 14.0%, compared to prior fiscal year, mainly due to an increase in revenues from data communication products, primarily for artificial intelligence applications, offset by a decline in revenues from telecommunication products as inventory absorption within the telecommunication market continued during fiscal year 2024. Revenues from non-optical communications products, which represented $594.0 million, or 20.6%, of our revenues for fiscal year 2024, decreased by $42.9 million, or 6.7%, compared to prior fiscal year, primarily due to inventory absorption related to certain programs in the automotive market.
Cost of revenues. Our cost of revenues increased by $217.8 million, or 9.4%, to $2,526.8 million, or 87.6% of revenues, for fiscal year 2024, compared with $2,309.0 million, or 87.3% of revenues, for fiscal year 2023. The increase in cost of revenues was primarily due to a proportional increase in sales volume.
Gross profit. Our gross profit increased by $19.8 million, or 5.9%, to $356.1 million, or 12.4% of revenues, for fiscal year 2024, compared with $336.3 million, or 12.7% of revenues, for fiscal year 2023. The increase was primarily due to sales volume and product mix.
SG&A expenses. Our SG&A expenses increased by $0.8 million, or 1.0%, to $78.5 million, or 2.8% of revenues, for fiscal year 2024, compared with $77.7 million, or 2.9% of revenues, for fiscal year 2023. Our SG&A expenses increased during fiscal year 2024, compared with fiscal year 2023, mainly due to (1) an increase in sales and marketing expenses of $1.0 million; (2) a net increase in allowance for expected credit losses of $0.9 million; (3) an increase in information technology repair and maintenance expenses of $0.5 million; (4) an increase in R&D expenses of $0.3 million; and (5) an increase in share-based compensation expenses of $0.2 million; offset by (1) recognizing an actuarial gain on obligation of $0.4 million in fiscal year 2024, compared with recognizing an actuarial loss on obligation of $1.1 million in fiscal year 2023; (2) a decrease in legal and consulting fees of $0.4 million; and (3) a decrease in customer relationships amortization of $0.2 million.
Restructuring and other related costs. We recorded a de minimis amount of restructuring costs for fiscal year 2024. We recorded restructuring and other related costs for fiscal year 2023 of $6.9 million.
Operating income. Our operating income increased by $25.9 million, or 10.3%, to $277.6 million, or 9.6% of revenues, for fiscal year 2024, compared with $251.7 million, or 9.5% of revenues, for fiscal year 2023.
Interest income. Our interest income increased by $22.0 million, or 196.4% to $33.2 million, or 1.2% for fiscal year 2024, compared with $11.2 million, or 0.4% for fiscal year 2023. The increase was primarily due to a higher weighted average interest rate in fiscal year 2024, and a higher average cash balance and short-term investment of $722.0 million in fiscal year 2024, compared with $468.0 million in fiscal year 2023.
Interest expense. Our interest expense decreased by $1.4 million to $0.1 million for fiscal year 2024, compared with $1.5 million for fiscal year 2023. The decrease was primarily due to a decrease in the long-term balance.
Foreign exchange gain (loss), net. We recorded foreign exchange gain, net of $0.4 million for fiscal year 2024, compared with foreign exchange loss, net of $1.2 million for fiscal year 2023. The foreign exchange gain was mainly due to (1) lower realized loss from payment/receipt of $1.0 million, (2) unrealized gain from revaluation of outstanding Thai baht assets and liabilities of $0.9 million, and (3) higher unrealized gain from mark-to-market of forward contracts of $0.3 million, offset by (1) unrealized loss from revaluation of currencies other than Thai baht of $0.5 million, and (2) lower foreign exchange gain, totaling $0.1 million from our subsidiaries in the PRC and the U.K.
Income before income taxes. We recorded income before income taxes of $311.4 million for fiscal year 2024, compared with $260.1 million for fiscal year 2023.
Income tax expense. Our provision for income tax reflects an effective tax rate of 4.9% and 4.7% for fiscal year 2024 and fiscal year 2023, respectively. The increase was primarily due to a full valuation allowance of $3.8 million for deferred tax assets set up in fiscal year 2024.
Net income. We recorded net income of $296.2 million, or 10.3% of revenues, for fiscal year 2024, compared with net income of $247.9 million, or 9.4% of revenues, for fiscal year 2023.
Other comprehensive income (loss). We recorded other comprehensive income of $5.0 million, or 0.2% of revenues, for fiscal year 2024, compared with other comprehensive income of $4.7 million, or 0.2% of revenues, for fiscal year 2023. The increase in other comprehensive income was mainly due to higher unrealized gain from mark-to-market of forward contracts and interest rate swap agreement of $1.0 million, offset by (1) lower unrealized gain from mark-to-market of available-for-sale debt securities of $0.6 million, and (2) lower gain from retirement benefits plan of $0.1 million.
We also believe that our current manufacturing capacity is sufficient to meet our anticipated production requirements for at least the next few quarters. In February 2025, we began construction of a new manufacturing facility of approximately 2.0 million square feet at our Chonburi campus. The total expected cost of the project is approximately $132.5 million (Thai baht 4.45 billion). As of June 26, 2026, the remaining balance was approximately $39.7 million.
Cash provided by operating activities is net income adjusted for certain non-cash items and changes in certain assets and liabilities. The decrease in cash provided by operating activities for fiscal year 20252026 as compared to fiscal year 20242025 was primarily due to (1) aan changeincrease in inventories of $174.2 million due to new products andsupport higher salesdemand volume,in the next quarter, and (2) an increase in trade receivables due to timing of $104.4collection, million,partially offset by (1) an increase in trade payables aligned with the increasing volume of $134.2inventories, million,and (2) an increase in net income of $36.3 million, (3) a change in other current and non-current assets of $13.1 million, and (4) an increase in accrued expenses of $11.6 million.income.
Investing cash flows consist primarily of investment purchases, sales, maturities, and disposals; and capital expenditures. The increasedecrease in cash used in investing activities for fiscal year 20252026 as compared to cash used in investing activities for fiscal year 20242025 was primarily due to (1) net proceeds of short-term investments, partially offset by (1) an increase in capital expenditures related to the commencement of construction of a new manufacturing building at our Chonburi campus,campus (2) an increase in capital expenditures toand support certain customers, and (32) a decreaseinvestment in proceedsnon-marketable ofequity investment.securities.
Financing cash flows consist primarily of repayment of long-term debt, share repurchases, and withholding tax related to net share settlement of restricted share units. The increasedecrease in cash used in financing activities for fiscal year 20252026 as compared to the fiscal year 20242025 was primarily due to a decrease in share repurchases, offset by an increase in share repurchases and higher withholding tax related to net share settlement of restricted share units, offset by lower repayment of long-term borrowings.units.
During fiscal year 2025,2026, we invested in a new manufacturing buildingbuildings at our Chonburi campusand Pathum Thani campuses, and equipment for expansion of our manufacturing facilities in Thailand. We expect our capital expenditures for fiscal year 20262027 to decreaseincrease compared to fiscal year 2025,2026, mainly due to the purchase of a new manufacturing building expendituresin havingCalifornia, beencontinued recognizedinvestment whilein capitalour expendituresmanufacturing onfacilities at our Pathum Thani campus, and ongoing investments in equipment forto support the expansion of our manufacturing facilitiescapacity. continue.These investments are intended to support future growth and increase production capacity.
What changed in the latest 10-Q
Risk Factors
Largest changes
see in full comparisonIn April 2025, the U.S. imposed global trade tariffs on a wide range of products and goods.Our business may be adversely affected by evolving global trade policies, including tariffs and other trade restrictions. We are subject to risks associated with changes in international trade policies, regulations, and relationships. In recent years, multiple countries, including the United States, the PRC, and members of the European Union, among others have enacted tariffs, export controls, quotas, and other forms of trade restrictions on a variety of goods and services. These measures have led to increased costs, supply chain disruptions, and reduced demand across several industries. Although certain tariffs have been reduced or delayed, the potential for future escalation or the imposition of new trade restrictions remains. Ongoing or future trade disputes may impact the availability and cost of materials used in our manufacturing processes. In some cases, suppliers may struggle to meet increased demand resulting from accelerated purchasing ahead of anticipated policy changes, further exacerbating supply chain instability. Additionally, retaliatory actions or changes in trade policies by foreign governments may reduce the demand for our customers’ products in impacted regions, which could lead to reduced orders and revenue for us. If we are unable to mitigate the effects of increased costs or pass them on to our customers, our gross margins, financial condition, and results of operations could be materially and adversely affected.
We have depended, and will continue to depend, upon a small number of customers for a significant percentage of our revenues. During the three months endedsee in full comparisonDecemberMarch26,27,20252026 andDecemberMarch 28, 2025, we had three customers that each contributed 10% or more of our revenues. Such customers together accounted for 49.5% and 52.2% of our revenues during the respective periods. During the nine months ended March 27,2024,2026 and March 28, 2025, we had four and two customers, respectively, that each contributed 10% or more of our revenues. Such customers together accounted for59.1%58.1% and48.5% of our revenues during the respective periods. During the six months ended December 26, 2025 and December 27, 2024, we had three and two customers, respectively, that each contributed 10% or more of our revenues. Such customers together accounted for 48.9% and 50.5%47.5% of our revenues during the respective periods. Dependence on a small number of customers means that a reduction in orders from, a loss of, or other adverse actions by any one of these customers would reduce our revenues and could have a material adverse effect on our business, financial condition and operating results.
We are subject to income and other taxes in Thailand, the PRC, the U.K., the U.S. and Israel. Our effective income tax rate, provision for income taxes and future tax liability could be adversely affected by numerous factors, including the results of tax audits and examinations, income before taxes being lower than anticipated in countries with lower statutory tax rates and higher than anticipated in countries with higher statutory tax rates, changes in income tax rates, changes in the valuation of deferred tax assets and liabilities, failure to meet obligations with respect to tax exemptions, and changes in tax laws and regulations. From time to time, we engage in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. As ofsee in full comparisonDecemberMarch26,27,2025,2026, our U.S. federal and state tax returns remain open to examination for the tax years 2020 through 2023. The Company is currently under examination by the U.S. Internal Revenue Service (“IRS”) for fiscal year20222022.andIn fiscal year 2025, the IRS completed the examination of theUSCompany’s U.S. subsidiaries for fiscal year 2022 and fiscal year2023 in fiscal year 2025.2023. In addition, tax returns that remain open to examination in Thailand, the PRC, the U.K. and Israel range from the tax years 2018 through 2024. The results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures may have an adverse effect on our provision for income taxes and tax liability.
Revenues from optical communications products representedsee in full comparison73.5%73.2% and77.6%75.4% of our revenues for the three months endedDecemberMarch26,27,20252026 andDecemberMarch27,28,2024,2025, respectively. Our future success as a provider of precision optical, electro-mechanical and electronic manufacturing services for the optical communications market depends on the continued growth of the optics industry and, in particular, the continued expansion of global information networks, particularly those directly or indirectly dependent upon a fiber optic infrastructure. As part of that growth, we anticipate that demand for voice, video, and other data services delivered over high-speed connections (both wired and wireless) will continue to increase. Without network and bandwidth growth, the need for enhanced communications products would be jeopardized. Currently, demand for network services and for high-speed broadband access, in particular, is increasing but growth may be limited by several factors, including, among others: (1) relative strength or weakness of the global economy or the economy in certain countries or regions, (2) an uncertain regulatory environment, and (3) uncertainty regarding long-term sustainable business models as multiple industries, such as the cable, traditional telecommunications, wireless and satellite industries, offer competing content delivery solutions. The optical communications market also has experienced periods of overcapacity, some of which have occurred even during periods of relatively high network usage and bandwidth demands. If the factors described above were to slow, stop or reverse the expansion in the optical communications market, our business, financial condition and operating results would be negatively affected.
Our customers are located throughout the world, and our principal manufacturing facilities are located in Thailand. Revenues from the bill-to-location of customers outside of North America accounted forsee in full comparison53.1%47.9% and55.3%53.8% of our revenues for the three months endedDecemberMarch26,27,20252026 andDecemberMarch27,28,2024,2025, respectively. We expect that revenues from the bill-to-location of customers outside of North America will continue to account for a significant portion of our revenues. Our customers also depend on international sales, which further exposes us to the risks associated with international operations. Conducting business outside the United States subjects us to a number of risks and challenges, including:
Our customer contracts generally require that our customers pay us in U.S. dollars. However, the majority of our payroll and other operating expenses are paid in Thai baht. As a result of these arrangements, we have significant exposure to changes in the exchange rate between the Thai baht and the U.S. dollar, and our operating results are adversely impacted when the U.S. dollar depreciates relative to the Thai baht and other currencies. As ofsee in full comparisonDecemberMarch26,27,2025,2026, the U.S. dollar had depreciated approximately9.2%9.7% against the Thai baht sinceDecemberMarch 29,2023.2024. While we attempt to hedge against certain exchange rate risks, we typically enter into hedging contracts with maturities of up to 12 months, leaving us exposed to longer term changes in exchange rates.
Full comparison: every changed paragraph (15)
We have depended, and will continue to depend, upon a small number of customers for a significant percentage of our revenues. During the three months ended DecemberMarch 26,27, 20252026 and DecemberMarch 28, 2025, we had three customers that each contributed 10% or more of our revenues. Such customers together accounted for 49.5% and 52.2% of our revenues during the respective periods. During the nine months ended March 27, 2024,2026 and March 28, 2025, we had four and two customers, respectively, that each contributed 10% or more of our revenues. Such customers together accounted for 59.1%58.1% and 48.5% of our revenues during the respective periods. During the six months ended December 26, 2025 and December 27, 2024, we had three and two customers, respectively, that each contributed 10% or more of our revenues. Such customers together accounted for 48.9% and 50.5%47.5% of our revenues during the respective periods. Dependence on a small number of customers means that a reduction in orders from, a loss of, or other adverse actions by any one of these customers would reduce our revenues and could have a material adverse effect on our business, financial condition and operating results.
Revenues from optical communications products represented 73.5%73.2% and 77.6%75.4% of our revenues for the three months ended DecemberMarch 26,27, 20252026 and DecemberMarch 27,28, 2024,2025, respectively. Our future success as a provider of precision optical, electro-mechanical and electronic manufacturing services for the optical communications market depends on the continued growth of the optics industry and, in particular, the continued expansion of global information networks, particularly those directly or indirectly dependent upon a fiber optic infrastructure. As part of that growth, we anticipate that demand for voice, video, and other data services delivered over high-speed connections (both wired and wireless) will continue to increase. Without network and bandwidth growth, the need for enhanced communications products would be jeopardized. Currently, demand for network services and for high-speed broadband access, in particular, is increasing but growth may be limited by several factors, including, among others: (1) relative strength or weakness of the global economy or the economy in certain countries or regions, (2) an uncertain regulatory environment, and (3) uncertainty regarding long-term sustainable business models as multiple industries, such as the cable, traditional telecommunications, wireless and satellite industries, offer competing content delivery solutions. The optical communications market also has experienced periods of overcapacity, some of which have occurred even during periods of relatively high network usage and bandwidth demands. If the factors described above were to slow, stop or reverse the expansion in the optical communications market, our business, financial condition and operating results would be negatively affected.
Our customer contracts generally require that our customers pay us in U.S. dollars. However, the majority of our payroll and other operating expenses are paid in Thai baht. As a result of these arrangements, we have significant exposure to changes in the exchange rate between the Thai baht and the U.S. dollar, and our operating results are adversely impacted when the U.S. dollar depreciates relative to the Thai baht and other currencies. As of DecemberMarch 26,27, 2025,2026, the U.S. dollar had depreciated approximately 9.2%9.7% against the Thai baht since DecemberMarch 29, 2023.2024. While we attempt to hedge against certain exchange rate risks, we typically enter into hedging contracts with maturities of up to 12 months, leaving us exposed to longer term changes in exchange rates.
Additionally, we have significant exposure to changes in the exchange rate between the Chinese Renminbi (“RMB”) and the U.S. dollar. The expenses of our subsidiaries located in the PRC are denominated in RMB. Currently, RMB are convertible in connection with trade and service-related foreign exchange transactions, foreign debt service, and payment of dividends. The PRC government may at its discretion restrict access in the future to foreign currencies for current account transactions. If this occurs, our PRC subsidiary may not be able to pay us dividends in U.S. dollars without prior approval from the PRC State Administration of Foreign Exchange. In addition, conversion of RMB for most capital account items, including direct investments, is still subject to government approval in the PRC. This restriction may limit our ability to invest the earnings of our PRC subsidiary. As of DecemberMarch 26,27, 2025,2026, the U.S. dollar had depreciated approximately 1.7%4.5% against the RMB since DecemberMarch 29, 2023.2024. There remains significant international pressure on the PRC government to adopt a substantially more liberalized currency policy. Any appreciation in the value of the RMB against the U.S. dollar could negatively impact our operating results.
Our customers are located throughout the world, and our principal manufacturing facilities are located in Thailand. Revenues from the bill-to-location of customers outside of North America accounted for 53.1%47.9% and 55.3%53.8% of our revenues for the three months ended DecemberMarch 26,27, 20252026 and DecemberMarch 27,28, 2024,2025, respectively. We expect that revenues from the bill-to-location of customers outside of North America will continue to account for a significant portion of our revenues. Our customers also depend on international sales, which further exposes us to the risks associated with international operations. Conducting business outside the United States subjects us to a number of risks and challenges, including:
•political, legal and economic instability, foreign armed conflicts (such as the U.S.-Iran war, the Israel-Hamas warwar, and the Russia-Ukraine war), and the impact of regional and global infectious illnesses in the countries in which we and our customers and suppliers are located.
In April 2025, the U.S. imposed global trade tariffs on a wide range of products and goods. Our business may be adversely affected by evolving global trade policies, including tariffs and other trade restrictions. We are subject to risks associated with changes in international trade policies, regulations, and relationships. In recent years, multiple countries, including the United States, the PRC, and members of the European Union, among others have enacted tariffs, export controls, quotas, and other forms of trade restrictions on a variety of goods and services. These measures have led to increased costs, supply chain disruptions, and reduced demand across several industries. Although certain tariffs have been reduced or delayed, the potential for future escalation or the imposition of new trade restrictions remains. Ongoing or future trade disputes may impact the availability and cost of materials used in our manufacturing processes. In some cases, suppliers may struggle to meet increased demand resulting from accelerated purchasing ahead of anticipated policy changes, further exacerbating supply chain instability. Additionally, retaliatory actions or changes in trade policies by foreign governments may reduce the demand for our customers’ products in impacted regions, which could lead to reduced orders and revenue for us. If we are unable to mitigate the effects of increased costs or pass them on to our customers, our gross margins, financial condition, and results of operations could be materially and adversely affected.
In addition, increased international political instability, the threat or occurrence of terrorist attacks, conflicts in the Middle East, Asia and Europe (including the U.S.-Iran war, the Israel-Hamas warwar, and the Russia-Ukraine war), strained international relations arising from these conflicts and the related decline in consumer confidence and economic weakness, may hinder our ability to do business. Any escalation in these events or similar future events may disrupt our operations and the operations of our customers and suppliers and may affect the availability of materials needed for our manufacturing services. Such events may also disrupt the transportation of materials to our manufacturing facilities and finished products to our customers. These events have had, and may continue to have, an adverse impact on the U.S. and world economy in general, and customer confidence and spending in particular, which in turn could adversely affect our total revenues and operating results. The impact of these events on the volatility of the U.S. and world financial markets also could increase the volatility of the market price of our ordinary shares and may limit the capital resources available to us, our customers and our suppliers.
We use professional investment management firms to manage our excess cash and cash equivalents. Our short-term investments as of DecemberMarch 26,27, 20252026 are primarily investments in a fixed income portfolio, including liquidity funds, certificates of deposit and time deposits, corporate debt securities, and U.S. agency and U.S. Treasury securities. Our investment portfolio may become impaired by deterioration of the capital markets. We follow an established investment policy and set of guidelines to monitor and help mitigate our exposure to interest rate and credit risk. The policy sets forth credit quality standards and limits our exposure to any one issuer, as well as our maximum exposure to various asset classes. The policy also provides that we may not invest in short-term investments with a maturity in excess of three years.
Should financial market conditions worsen, investments in some financial instruments may pose risks arising from market liquidity and credit concerns. In addition, any deterioration of the capital markets could cause our other income and expense to vary from expectations. As of DecemberMarch 26,27, 2025,2026, we did not record any impairment charges associated with our portfolio of short-term investments, and although we believe our current investment portfolio has little risk of material impairment, we cannot predict future market conditions or market liquidity, or credit availability, and can provide no assurance that our investment portfolio will remain materially unimpaired.
We are subject to income and other taxes in Thailand, the PRC, the U.K., the U.S. and Israel. Our effective income tax rate, provision for income taxes and future tax liability could be adversely affected by numerous factors, including the results of tax audits and examinations, income before taxes being lower than anticipated in countries with lower statutory tax rates and higher than anticipated in countries with higher statutory tax rates, changes in income tax rates, changes in the valuation of deferred tax assets and liabilities, failure to meet obligations with respect to tax exemptions, and changes in tax laws and regulations. From time to time, we engage in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. As of DecemberMarch 26,27, 2025,2026, our U.S. federal and state tax returns remain open to examination for the tax years 2020 through 2023. The Company is currently under examination by the U.S. Internal Revenue Service (“IRS”) for fiscal year 20222022. andIn fiscal year 2025, the IRS completed the examination of the USCompany’s U.S. subsidiaries for fiscal year 2022 and fiscal year 2023 in fiscal year 2025.2023. In addition, tax returns that remain open to examination in Thailand, the PRC, the U.K. and Israel range from the tax years 2018 through 2024. The results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures may have an adverse effect on our provision for income taxes and tax liability.
The OECD has issued Pillar Two model rules and continues to release guidance on these rules. As of DecemberMarch 26,27, 2025,2026, these rules are either effective or have been adopted in draft form in various countries. On January 5, 2026, the OECD issued additional administrative guidance introducing a “side-by-side system” intended to facilitate the parallel application of Pillar Two rules alongside existing domestic income tax systems. We evaluated the applicable tax law changes resulting from Pillar Two implementation in the countries where we operate, and there was no material impact to our unaudited condensed consolidated financial statements for the three months ended DecemberMarch 26,27, 2025.2026. In future years, the Pillar Two framework for the global minimum tax may increase the level of income tax in the jurisdictions where we operate or have a presence.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the United States. The new law contains a broad range of tax reform provisions, including, but not limited to, immediate expensing of domestic research and development expenditure, the restoration of 100% bonus depreciation, and the interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in fiscal year 2026 and others in the subsequent years. These provisions did not have a material impact to our unaudited condensed consolidated financial statements for the three months ended DecemberMarch 26,27, 2025.2026.
As a manufacturer of products for the optics industry, we are required to meet certain certification standards, including the following: ISO 9001 for Manufacturing Quality Management Systems; ISO 14001 for Environmental Management Systems; TL 9000 for Telecommunications Industry Quality Certification; IATF 16949 for Automotive Industry Quality Certification; ISO 13485 for Medical Devices Industry Quality Certification; AS 9100 for Aerospace Industry Quality Certification; NADCAP (National Aerospace and Defense Contractors Accreditation Program) for Quality Assurance throughout the Aerospace and Defense Industries; ISO 45001 for Occupational Health and Safety Management Systems; ISO/IEC 17025 for Testing and Calibration Laboratories Certification; ISO 22301 for Business Continuity Management Systems; and ISO/IEC 27001 for Information Security Management Systems; and ISO 50001 for Energy Management Systems. We also maintain compliance with various additional standards imposed by the U.S. Food and Drug Administration (“FDA”) with respect to the manufacture of medical devices.
Additionally, we are required to register with the FDA and other regulatory bodies and are subject to continual review and periodic inspection for compliance with various regulations, including testing, quality control and documentation procedures. We hold the following additional certifications: ANSI ESD S20.20 for facilities and manufacturing process control; Transported Asset Protection Association (“TAPA”) and Custom Trade Partnership Against Terrorism (“CTPAT”) for logistic security and management; and CSR-DIW for corporate social responsibility in Thailand. In the European Union, we are required to maintain certain ISO certifications in order to sell our precision optical, electro-mechanical and electronic manufacturing services and we must undergo periodic inspections by regulatory bodies to obtain and maintain these certifications. If any regulatory inspection reveals that we are not in compliance with applicable standards, regulators may take action against us, including issuing a warning letter, imposing fines on us, requiring a recall of the products we manufactured for our customers, or closing our manufacturing facilities. If any of these actions were to occur, it could harm our reputation as well as our business, financial condition and operating results.
Management's Discussion & Analysis (MD&A)
New heading “Recent Developments”
New heading “Restructuring and other related costs”
Largest changes
“We had no restructuring costs for the three and nine months ended March 27, 2026. We recorded restructuring and other related costs for the three and nine months ended March 28, 2025 of $1.3 million and $1.4 million, respectively, due to restructuring of operations in our subsidiary in Thailand.”see in full comparison
Our interest income decreased bysee in full comparison$4.2$7.0 million, or18.9%,21.6%, to$18.0$25.4 million, or0.9%0.7% of revenues, for thesixnine months endedDecemberMarch26,27,2025,2026, compared with$22.2$32.4 million, or 1.3% of revenues, for thesixnine months endedDecemberMarch27,28,2024.2025. The decrease was primarily due to a decrease in average cash balance and short-term investment and a decrease of weighted average interest income ratefollowing to global interest rate trend from 4.4% to 3.9%during thesixnine months endedDecemberMarch26,27,20252026 compared to same period in the prior fiscal year.
Our interest income decreased by $2.7 million, orsee in full comparison23.9%,26.7%, to$8.6$7.4 million, or0.8%0.6% of revenues, for the three months endedDecemberMarch26,27,2025,2026, compared with$11.3$10.1 million, or1.4%1.2% of revenues, for the three months endedDecemberMarch27,28,2024.2025. The decrease was primarily due to a decrease in average cash balance and short-term investment and a decrease of weighted average interest income ratefollowing to global interest rate trend from 4.2% to 3.8%during the three months endedDecemberMarch26,27,20252026 compared to the same period in the prior fiscal year.
Comparison of Three andsee in full comparisonSixNine Months EndedDecemberMarch26,27,20252026 with Three andSixNine Months EndedDecemberMarch27,28,20242025
Full comparison: every changed paragraph (44)
•our expectation that the portion of our revenues attributable to customers in regions outside of North America for the remainder of fiscal year 2026 will be in line with the portion of revenues attributable to such customers during the sixnine months ended DecemberMarch 26,27, 20252026;
Recent Developments
On March 25, 2026, we entered into a share purchase agreement to acquire a 16.0% equity interest in Raytek Semiconductor, Inc. (“Raytek”) for approximately NT$1.02 billion ($32.4 million), subject to customary closing conditions. The investment will be accounted for as an equity security measured at cost, as we do not expect to have significant influence over the investee.
The percentage of our revenues generated from a bill-to location outside of North America decreased from 55.3%53.8% in the three months ended DecemberMarch 27,28, 20242025 to 53.1%47.9% in the three months ended DecemberMarch 26,27, 2025,2026, primarily because of an increase in revenue from customers in the United States.
The percentage of our revenues generated from a bill-to location outside of North America decreased from 58.4%56.8% in the sixnine months ended DecemberMarch 27,28, 20242025 to 54.9%52.3% in the sixnine months ended DecemberMarch 26,27, 2025,2026, primarily because of an increase in revenue from customers in the United States.
Based on the short and medium-term indications and forecasts from our customers, we expect that the portion of our future revenues attributable to customers in regions outside North America for the remainder of fiscal year 2026 will be in line with the portion of revenues attributable to such customers during the sixnine months ended DecemberMarch 26,27, 2025.2026.
The Thai baht assets represent cash and cash equivalents, trade accounts receivable, deposits and other current assets. The Thai baht liabilities represent trade accounts payable, accrued expenses, income tax payable, accrued employee benefits and other payables. We manage our exposure to fluctuations in foreign exchange rates by the use of foreign currency contracts and offsetting assets and liabilities denominated in the same currency in accordance with management’s policy. As of DecemberMarch 26,27, 2025,2026, there was $200.0$253.0 million of foreign currency forward contracts outstanding on the Thai baht payables. As of June 27, 2025, there was $165.0 million of foreign currency forward contracts outstanding on the Thai baht payables.
The RMB assets represent cash and cash equivalents, trade accounts receivable, other receivables, and other current assets. The RMB liabilities represent trade accounts payable, accrued expenses, income tax payable, accrued payroll, bonus and related expenses, and other payables. As of DecemberMarch 26,27, 20252026 and June 27, 2025, we did not have any derivative contracts denominated in RMB.
The GBP assets represent cash, trade accounts receivable, and other current assets. The GBP liabilities represent trade accounts payable, accrued expenses, and other payables. As of DecemberMarch 26,27, 20252026 and June 27, 2025, we did not have any derivative contracts denominated in GBP.
For the three months ended DecemberMarch 26,27, 20252026 and DecemberMarch 27,28, 2024,2025, we recorded an unrealized gainloss of $1.2$4.2 million and unrealized lossgain of $5.1$1.6 million, respectively, related to derivatives that are not designated as hedging instruments in the unaudited condensed consolidated statements of operations and comprehensive income.
For the sixnine months ended DecemberMarch 26,27, 20252026 and DecemberMarch 27,28, 2024,2025, we recorded an unrealized loss of $0.1$4.3 million and $1.0unrealized gain of $0.6 million, respectively, related to derivatives that are not designated as hedging instruments in the unaudited condensed consolidated statements of operations and comprehensive income.
As of DecemberMarch 26,27, 2025,2026, the corporate income tax rates for our subsidiaries in the PRC, the U.S., the U.K. and Israel are 25%, 21%, 25% and 23%, respectively.
Comparison of Three and SixNine Months Ended DecemberMarch 26,27, 20252026 with Three and SixNine Months Ended DecemberMarch 27,28, 20242025
Our revenues increased by $299.3$342.5 million, or 35.9%,39.3%, to $1,132.9$1,214.3 million for the three months ended DecemberMarch 26,27, 2025,2026, compared with $833.6$871.8 million for the three months ended DecemberMarch 27,28, 2024.2025. This increase was primarily due to an increase in our key customers’ demand for both optical communications products and non-optical communications products. Revenues from optical communications products, which represented $832.6$888.7 million, or 73.5%,73.2%, of our revenues for the three months ended DecemberMarch 26,27, 2025,2026, increased by $185.4$231.5 million, or 28.7%,35.2%, compared to the same period in the prior fiscal year, mainly due to an increase in revenues from telecommunication products and datacenter interconnect products, and partially offset with a decrease in revenues from data communication products during the three months ended DecemberMarch 26,27, 2025.2026. Revenues from non-optical communications products, which represented $300.3$325.6 million, or 26.5%,26.8%, of our revenues for the three months ended DecemberMarch 26,27, 2025,2026, increased by $113.8$111.0 million, or 61.1%,51.7%, compared to the same period in the prior fiscal year, primarily due to high demand for high-performance computing, and growthpartially offset with a decrease in automotiverevenue revenue,from as short-term inventory absorption issues have substantially subsided.automotive.
Our revenues increased by $473.2$815.7 million, or 28.9%,32.5%, to $2,111.0$3,325.3 million for the sixnine months ended DecemberMarch 26,27, 2025,2026, compared with $1,637.8$2,509.6 million for the sixnine months ended DecemberMarch 27,28, 2024.2025. This increase was primarily due to an increase in our key customers’ demand for both optical communications products and non-optical communications products. Revenues from optical communications products, which represented $1,579.5$2,468.2 million, or 74.8%,74.2%, of our revenues for the sixnine months ended DecemberMarch 26,27, 2025,2026, increased by $306.0$537.5 million, or 24.0%,27.8%, compared to the same period in the prior fiscal year, mainly due to an increase in revenues from telecommunication products and datacenter interconnect products, and partially offset with a decrease in revenues from data communication products during the sixnine months ended DecemberMarch 26,27, 2025.2026. Revenues from non-optical communications products, which represented $531.5$857.1 million, or 25.2%,25.8%, of our revenues for the sixnine months ended DecemberMarch 26,27, 2025,2026, increased by $167.2$278.2 million, or 45.9%,48.0%, compared to the same period in the prior fiscal year, primarily due to high demand for high-performance computing, and growth in automotive revenue, as short-term inventory absorption issues have substantially subsided.computing.
Our cost of revenues increased by $262.4$300.4 million, or 35.8%,39.0%, to $995.2$1,070.0 million, or 87.8%88.1% of revenues, for the three months ended DecemberMarch 26,27, 2025,2026, compared with $732.8$769.6 million, or 87.9%88.3% of revenues, for the three months ended DecemberMarch 27,28, 2024.2025. The increase was in line with the increase in sales volume.
Our cost of revenues increased by $418.9$719.2 million, or 29.1%,32.6%, to $1,856.9$2,926.8 million, or 88.0% of revenues, for the sixnine months ended DecemberMarch 26,27, 2025,2026, compared with $1,438.0$2,207.6 million, or 87.8%88.0% of revenues, for the sixnine months ended DecemberMarch 27,28, 2024.2025. This increase was in line with the increase in sales volume.
Our gross profit increased by $36.9$42.1 million, or 36.6%,41.2%, to $137.7$144.3 million, or 12.2%11.9% of revenues, for the three months ended DecemberMarch 26,27, 2025,2026, compared with $100.8$102.2 million, or 12.1%11.7% of revenues, for the three months ended DecemberMarch 27,28, 2024.2025. The increase was primarily due to an increase in sales volume.
Our gross profit increased by $54.2$96.4 million, or 27.1%,31.9%, to $254.1$398.5 million, or 12.0% of revenues, for the sixnine months ended DecemberMarch 26,27, 2025,2026, compared with $199.9$302.1 million, or 12.2%12.0% of revenues, for the sixnine months ended DecemberMarch 27,28, 2024.2025. The increase was primarily due to an increase in sales volume.
Our SG&A expenses increased by $2.1$2.2 million, or 9.9%,10.0%, to $23.3$24.3 million, or 2.1%2.0% of revenues, for the three months ended DecemberMarch 26,27, 2025,2026, compared with $21.2$22.1 million, or 2.6%2.5% of revenues, for the three months ended DecemberMarch 27,28, 2024.2025. The increase was primarily due to (1) a netan increase in theseverance allowance for expected credit lossesexpenses of $0.6 million, (2) an increase in information technology relatedR&D expenses of $0.5 million, mainly from network, security system and new hardware costs, (3) an increase in ashare-based netcompensation realized loss from financial instrumentsexpenses of $0.5$0.4 million, (4) an increase in executive compensation related expenses of $0.4 million, and (5) an increase in share-basedinformation compensationtechnology related expenses of $0.4 million, offset by a decrease from the true-up of other employee benefits of $0.3 million.
Our SG&A expenses increased by $2.3$4.5 million, or 5.3%,6.9%, to $45.5$69.8 million, or 2.1% of revenues, for the sixnine months ended DecemberMarch 26,27, 2025,2026, compared with $43.2$65.3 million, or 2.6% of revenues, for the sixnine months ended DecemberMarch 27,28, 2024.2025. The increase was primarily due to (1) an increase in information technology related expenses of $1.1$1.8 million, mainly from network, security system and new hardware costs, (2) an increase in executive compensation related expenses of $0.7$1.2 million, (3) an increase in consultantshare-based compensation expenses of $0.4$0.7 million, (4) an increase in R&D expenses of $0.3 million, (5) an increase in severance expenses of $0.3 million, and (6) a net increase in the allowance for expected credit losses of $0.3 million, (5) an increase in a net realized loss from financial instruments of $0.3 million, and (6) an increase in share-based compensation expenses of $0.2 million, offset by a decrease in severance expenses of $0.7 million.
Restructuring and other related costs
We had no restructuring costs for the three and nine months ended March 27, 2026. We recorded restructuring and other related costs for the three and nine months ended March 28, 2025 of $1.3 million and $1.4 million, respectively, due to restructuring of operations in our subsidiary in Thailand.
Our operating income increased by $34.8$41.1 million, or 43.7%,52.1%, to $114.4$120.0 million, or 10.1%9.9% of revenues, for the three months ended DecemberMarch 26,27, 2025,2026, compared with $79.6$78.9 million, or 9.5%9.0% of revenues, for the three months ended DecemberMarch 27,28, 2024.2025. The increase was primarily due to an increase in revenues.
Our operating income increased by $52.1$93.2 million, or 33.3%,39.6%, to $208.6$328.6 million, or 9.9% of revenues, for the sixnine months ended DecemberMarch 26,27, 2025,2026, compared with $156.5$235.4 million, or 9.6%9.4% of revenues, for the sixnine months ended DecemberMarch 27,28, 2024.2025. The increase was primarily due to an increase in revenues.
Our interest income decreased by $2.7 million, or 23.9%,26.7%, to $8.6$7.4 million, or 0.8%0.6% of revenues, for the three months ended DecemberMarch 26,27, 2025,2026, compared with $11.3$10.1 million, or 1.4%1.2% of revenues, for the three months ended DecemberMarch 27,28, 2024.2025. The decrease was primarily due to a decrease in average cash balance and short-term investment and a decrease of weighted average interest income rate following to global interest rate trend from 4.2% to 3.8% during the three months ended DecemberMarch 26,27, 20252026 compared to the same period in the prior fiscal year.
Our interest income decreased by $4.2$7.0 million, or 18.9%,21.6%, to $18.0$25.4 million, or 0.9%0.7% of revenues, for the sixnine months ended DecemberMarch 26,27, 2025,2026, compared with $22.2$32.4 million, or 1.3% of revenues, for the sixnine months ended DecemberMarch 27,28, 2024.2025. The decrease was primarily due to a decrease in average cash balance and short-term investment and a decrease of weighted average interest income rate following to global interest rate trend from 4.4% to 3.9% during the sixnine months ended DecemberMarch 26,27, 20252026 compared to same period in the prior fiscal year.
We recorded foreign exchange loss, net of $3.2 million, or 0.3% of revenues, for the three months ended December 26, 2025, compared with foreign exchange gain, net of $4.0 million, or 0.5% of revenues, for the three months ended December 27, 2024. The foreign exchange loss was mainly due to (1) unrealized loss from revaluation of outstanding Thai baht assets and liabilities of $12.3 million, (2) unrealized loss from revaluation of currencies other than Thai baht of $1.6 million, and (3) higher realized loss from payment/receipt of $0.1 million, offset by (1) unrealized gain from mark-to-market forward contracts of $6.3 million, and (2) lower foreign exchange loss, totaling $0.5 million from our subsidiaries in the PRC and the U.K.
We recorded foreign exchange gain, net of $7.0 million, or 0.6% of revenues, for the three months ended March 27, 2026, compared with foreign exchange loss, net of $5.3$2.7 million, or 0.3% of revenues, for the sixthree months ended DecemberMarch 26,28, 2025,2025. compared withThe foreign exchange loss, net of $3.1 million, or 0.2% or revenues, for the six months ended December 27, 2024. The increase in foreign exchange lossgain was mainly due to (1) higher in realized loss from payment/receipt of $1.5 million, (2) higher unrealized lossgain from revaluation of outstanding Thai baht assets and liabilities of $1.4$12.7 million, (2) unrealized gain from revaluation of currencies other than Thai baht of $2.4 million, and (3) lower foreign exchange loss, totaling $0.2$0.9 million from our subsidiaries in the PRC and the U.K, offset by lower(1) unrealized loss from mark-to-market forward contracts of $0.9$5.9 million, and (2) realized loss from payment/receipt of $0.4 million.
We recorded foreign exchange gain, net of $1.7 million, or 0.1% of revenues, for the nine months ended March 27, 2026, compared with foreign exchange loss, net of $5.7 million, or 0.2% of revenues, for the nine months ended March 28, 2025. The foreign exchange gain was mainly due to (1) unrealized gain from revaluation of outstanding Thai baht assets and liabilities of $11.2 million, (2) unrealized gain from revaluation of currencies other than Thai baht of $2.5 million, and (3) lower foreign exchange loss, totaling $0.6 million from our subsidiaries in the PRC and the U.K, offset by (1) unrealized loss from mark-to-market forward contracts of $5.0 million, and (2) an increase realized loss from payment/receipt of $1.9 million.
We recorded income before income taxes of $119.7$134.2 million for the three months ended DecemberMarch 26,27, 2025,2026, compared with $94.9$86.3 million for the three months ended DecemberMarch 27,28, 2024.2025.
We recorded income before income taxes of $221.2$355.4 million for the sixnine months ended DecemberMarch 26,27, 2025,2026, compared with $175.6$261.9 million for the sixnine months ended DecemberMarch 27,28, 2024.2025.
Our provision for income tax reflects effective tax rates of 5.9%6.7% and 8.7%5.8% for the three months ended DecemberMarch 26,27, 20252026 and DecemberMarch 27,28, 2024,2025, respectively. The decreaseincrease was due to an increase in income not subject to tax.
Our provision for income tax reflects effective tax rates of 5.7%6.1% and 6.6%6.3% for the sixnine months ended DecemberMarch 26,27, 20252026 and DecemberMarch 27,28, 2024,2025, respectively. The decrease was due to an increase in income not subject to tax.
We recorded net income of $112.6$125.2 million, or 10.0%10.3% of revenues, for the three months ended DecemberMarch 26,27, 2025,2026, compared with $86.6$81.3 million, or 10.4%9.3% of revenues, for the three months ended DecemberMarch 27,28, 2024.2025.
We recorded net income of $333.8 million, or 10.0% of revenues, for the nine months ended March 27, 2026, compared with $245.3 million, or 9.8% of revenues, for the nine months ended March 28, 2025.
We recorded net income of $208.6 million, or 9.9% of revenues, for the six months ended December 26, 2025, compared with $164.0 million, or 10.0% of revenues, for the six months ended December 27, 2024.
We recorded other comprehensive incomeloss of $7.1$14.9 million, or 0.6%1.2% of revenues, for the three months ended DecemberMarch 26,27, 2025,2026, compared with other comprehensive lossincome of $9.5$6.2 million, or 1.1%0.7% of revenues, for the three months ended DecemberMarch 27,28, 2024.2025. The change was mainly due to (1) unrealized gainloss from mark-to-market of forward contracts of $14.0$13.7 million, and (2) unrealized gainloss from mark-to-market of available-for-sale debt securities of $3.0$6.3 million, offsetand by lower(3) unrealized gainloss from foreign currency translation adjustment of $0.4$1.1 million.
We recorded other comprehensive incomeloss of $4.1 million, or 0.2% of revenues, for the six months ended December 26, 2025, compared with other comprehensive income of $5.5$10.8 million, or 0.3% of revenues, for the sixnine months ended DecemberMarch 27, 2024.2026, compared with other comprehensive income of $11.7 million, or 0.4% of revenues, for the nine months ended March 28, 2025. The change was mainly due to (1) lower unrealized gainloss from mark-to-market of available-for-sale debt securities of $4.7$11.0 million, (2) unrealized loss from mark-to-market of forward contracts of $10.3 million, and (23) unrealized loss from foreign currency translation adjustment of $0.1 million, offset by unrealized gain from mark-to-market of forward contracts of $3.4$1.2 million.
We primarily finance our operations through cash flow from operating activities. As of DecemberMarch 26,27, 20252026 and DecemberMarch 27,28, 2024,2025, we had cash, cash equivalents, and short-term investments of $960.8$945.2 million and $934.6$950.7 million, respectively, and no outstanding debt.
Our cash and cash equivalents, which primarily consist of cash on hand, demand deposits, and liquid investments with original maturities of three months or less, are placed with banks and other financial institutions. The weighted-average interest rate on our cash and cash equivalents was 3.8%3.6% and 3.9%3.8% for the three and sixnine months ended DecemberMarch 26,27, 2025,2026, respectively, and 4.2%4.1% and 4.4%4.3% for the three and sixnine months ended DecemberMarch 27,28, 2024,2025, respectively.
Cash provided by operating activities is net income adjusted for certain non-cash items and changes in certain assets and liabilities. The decrease in cash provided by operating activities during the sixnine months ended DecemberMarch 26,27, 20252026 as compared to the sixnine months ended DecemberMarch 27,28, 20242025 was primarily due to more efficient cash-favorable working capital changes mainly from(1) an increase in inventories to support higher demand in the next quarter, partiallyand offset(2) byan a decreaseincrease in trade receivables due to timing of collectioncollection, andpartially offset by an increase in trade account payables aligned with the increasing volume of inventories.
Investing cash flows consist primarily of investment purchases, sales, maturities, and disposals; and capital expenditures. The decrease in cash used in investing activities for the sixnine months ended DecemberMarch 26,27, 20252026 as compared to cash used in investing activities for the sixnine months ended DecemberMarch 27,28, 20242025 was primarily due to aan decreaseincrease in net purchaseproceeds of investment,short-term investments, offset by (1) an increase in capital expenditures related to the construction of a new manufacturing building at our Chonburi campus,campus and (2) an increase in capital expenditures to support certain customers.
Financing cash flows consist primarily of repayment of long-term debt, share repurchases, and withholding tax related to net share settlement of restricted share units. The decrease in cash used in financing activities for the sixnine months ended DecemberMarch 26,27, 20252026 as compared to the sixnine months ended DecemberMarch 27,28, 20242025 was primarily due to a decrease in share repurchases, offset by an increase in withholding tax related to net share settlement of restricted share units.
FN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 2 filings (2 insiders, 2 trade dates, 5,000 shares, about $2.7M). Net open-market shares: -5,000 (purchases minus sales); net value about -$2.7M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-03 | Archer Edward T. |
Open-market sale | 1,420 | $385.58 | $547.5K |
| 2026-09-03 | Archer Edward T. |
Open-market sale | 1,080 | $386.34 | $417.2K |
| 2026-08-24 | Gill Harpal |
Shares withheld for tax | 1,840 | $421.14 | $774.9K |
| 2026-08-24 | Grady Seamus |
Shares withheld for tax | 2,943 | $421.14 | $1.2M |
| 2026-08-24 | Sverha Csaba |
Shares withheld for tax | 321 | $421.14 | $135.2K |
| 2026-08-24 | Archer Edward T. |
Shares withheld for tax | 849 | $421.14 | $357.5K |
| 2026-08-22 | Archer Edward T. |
Shares withheld for tax | 550 | $436.67 | $240.2K |
| 2026-08-22 | Sverha Csaba |
Shares withheld for tax | 217 | $436.67 | $94.8K |
| 2026-08-22 | Gill Harpal |
Shares withheld for tax | 1,168 | $436.67 | $510.0K |
| 2026-08-22 | Grady Seamus |
Shares withheld for tax | 1,821 | $436.67 | $795.2K |
| 2026-08-21 | Archer Edward T. |
Shares withheld for tax | 546 | $436.67 | $238.4K |
| 2026-08-21 | Sverha Csaba |
Shares withheld for tax | 213 | $436.67 | $93.0K |
| 2026-08-21 | Gill Harpal |
Shares withheld for tax | 1,123 | $436.67 | $490.4K |
| 2026-08-21 | Grady Seamus |
Shares withheld for tax | 2,044 | $436.67 | $892.6K |
| 2026-08-20 | Archer Edward T. |
Grant/award | 2,024 | — | — |
| 2026-08-20 | Gill Harpal |
Grant/award | 4,271 | — | — |
| 2026-08-20 | Sverha Csaba |
Grant/award | 2,698 | — | — |
| 2026-08-20 | Grady Seamus |
Grant/award | 22,479 | — | — |
| 2026-08-11 | Archer Edward T. |
Grant/award | 3,056 | — | — |
| 2026-08-11 | Archer Edward T. |
Shares withheld for tax | 3,263 | $525.88 | $1.7M |
| 2026-08-11 | Archer Edward T. |
Grant/award | 2,991 | — | — |
| 2026-08-11 | Gill Harpal |
Shares withheld for tax | 6,933 | $525.88 | $3.6M |
| 2026-08-11 | Gill Harpal |
Grant/award | 6,356 | — | — |
| 2026-08-11 | Gill Harpal |
Grant/award | 6,493 | — | — |
| 2026-08-11 | Sverha Csaba |
Grant/award | 3,739 | — | — |
| 2026-08-11 | Sverha Csaba |
Grant/award | 3,820 | — | — |
| 2026-08-11 | Sverha Csaba |
Shares withheld for tax | 1,286 | $525.88 | $676.3K |
| 2026-08-11 | Grady Seamus |
Shares withheld for tax | 10,806 | $525.88 | $5.7M |
| 2026-08-11 | Grady Seamus |
Grant/award | 9,908 | — | — |
| 2026-08-11 | Grady Seamus |
Grant/award | 10,121 | — | — |
| 2026-05-22 | Bahrami Homa |
Open-market sale | 2,500 | $711.91 | $1.8M |
Well-known investors holding FN (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Whale Rock Capital Management | 2026-06-30 | 744,765 | $418.6M | 3.36% | Added 22% |
| Durable Capital Partners (Henry Ellenbogen) | 2026-06-30 | 603,340 | $339.1M | 3.3% | Added 179% |
| Baillie Gifford | 2026-06-30 | 415,079 | $233.3M | 0.21% | Reduced 10% |
| Two Sigma Investments | 2026-06-30 | 195,083 | $109.7M | 0.08% | Added 10299% |
| Millennium Management (Israel Englander) | 2026-06-30 | 164,313 | $92.4M | 0.06% | Added 166% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 151,705 | $85.3M | 0.05% | Added 2957% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 120,000 | $62.6M | — | Sold out |
| D. E. Shaw & Co. | 2026-06-30 | 90,948 | $51.1M | 0.03% | Added 1611% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 79,795 | $44.1M | 0.02% | Added 11% |
| First Eagle Investment Management | 2026-06-30 | 20,576 | $11.6M | 0.02% | Added 35% |
| Polen Capital Management | 2026-06-30 | 2,087 | $1.2M | 0.01% | Added 8% |
| Bridgewater Associates | 2026-06-30 | 1,744 | $980.3K | 0.0% | New position |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 923 | $518.8K | 0.0% | No change |