PLXS 10-K & 10-Q changes, risk factors and insider trading
Plexus Corp. · Nasdaq · Printed Circuit Boards · CIK 785786 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
Customer, investor and employee expectations relating tosee in full comparisonESGsustainabilityhavecontinuebeentorapidly evolvingevolve andincreasing.and are increasingly dynamic. In addition, governmental and non-governmental organizations are enhancing or advancing requirements specific toESGsustainability matters. Specifically, certain stakeholders are beginning to request or require disclosures onESGsustainability topics such as greenhouse gas emissions,humansocialcapital mattersresponsibility and specificESG-riskclimate, social and other sustainability risk management practices, and we expect this trend to continue and be amplified by existing and potential legislation, such as California's Climate Corporate Data Accountability Act and Climate-Related Financial Risk Act and the Corporate SustainabilityReportingDirective in theEuropean Union and the U.S. Securities and Exchange Commission ("SEC") climate rules.EU. A failure to adequately meet stakeholder expectations and reporting requirements may result in noncompliance with any imposed regulations, the loss of business, reputational impacts, an inability to attract and retain customers, and an inability to attract and retain talent. In addition, our failure to adopt or adoption of certain standards, related reporting requirements, or mandated compliance to certain requirements could necessitate additional investments in our operations, processes or control procedures that could impact our profitability.
“Despite our quality control and quality assurance efforts, problems may occur, or may be alleged, in the execution of these services. Whether or not we are responsible, problems in the products we create, whether real or alleged, whether caused by faulty customer specifications, product design, manufacturing processes, servicing, a component defect or otherwise, may result in delayed shipments to customers or reduced or canceled customer orders. If these problems were to occur in large quantities or too frequently, our business reputation may also be tarnished. …”see in full comparison
We design, manufacture and service products to our customers’ specifications, many of which are highly complex and subject to demanding regulatory environments for market sectors that generally have higher risk profiles for liability claims. Further, the services we provide to our customers continue to expand to encompass full product development, product commercialization, manufacturing, and sustaining services. As we assume more responsibility across the product lifecycle, our customers’ expectations have and may continue to extend beyond what has historically been expected of electronics manufacturing service providers, such as expectations related to material traceability, environmental sustainability and heightened regulatory compliance support, including as it relates to product composition such as the Restrictions on Hazardous Substances ("RoHS") 2011/65/EU directive, the Registration, Evaluation, Authorization and restriction of Chemicals ("REACh") EC 1907/2006 EU directive, andsee in full comparisonemergingevolving regulations pertaining to per- and polyfluoroalkyl substances ("PFAS"). These dynamics increase the risks inherent in those engagements.Despite our quality control and quality assurance efforts, problems may occur, or may be alleged, in the execution of these services. Whether or not we are responsible, problems in the products we create, whether real or alleged, whether caused by faulty customer specifications, product design, manufacturing processes, servicing, a component defect or otherwise, may result in delayed shipments to customers or reduced or canceled customer orders or liability claims. If these problems were to occur in large quantities or too frequently, our business reputation may also be tarnished. In addition, such problems may result in liability claims against us, whether or not we are responsible. These potential claims may be initiated through various means, such as our contractual commitments, strict liability or other claims raised by third parties, and may include damages for the recall of a product, injury to person(s) or property, or other theories of liability.
Additionally, continued uncertainty regarding commercial dealings, tariffs, export regulations and other trade protection measures between the U.S. andsee in full comparisonChina,countries globally, heightened by escalating geopolitical tensions, may affect our ability to do business inChina,certain countries, may impact the cost of our services and products originatinginfromChinacertain countries, and may impact the demand for ourproducts manufactured in China in the event our customers reduce or eliminate their operations in China.services. These actions could also affect the cost and/or availability of materials or components that we procure fromsuppliers in China,suppliers, as well as create disruptions, delays, shortages or increased costs within our global supply chain. Government-imposed restrictions on where we or our customers can produce certain types of products or source components or with whom we can conduct business,such as named companies or industries identified in the 2021 National Defense Authorization Act,outbound investment restrictions, and trade regulations limiting advanced semiconductors and chip-manufacturing equipment, could limit our ability to sell or manufacture products orservices in China,services, or source components from certain companies or geographies. These factors can negatively affect our operating results and financial position, including reducing our revenues and profitability as a result of having to minimize engagements inChina,certain countries, requiring us to shift such production to other potentially higher-cost locations,orincreasing the cost of sourcingcomponents.components, or the loss of business. These risks are particularly pronounced for our operations in the APAC region and the materials and components we procure from suppliers in China.
Periods of contraction or reduced net sales, or other factors affecting particular sites, create other challenges. We must determine whether facilities remain viable, whether staffing levels need to be reduced and how to respond to changing levels of customer demand. While maintaining excess capacity or higher levels of employment entail short-term costs, reductions in capacity or employment could impair our ability to respond to new opportunities and programs, market improvements or to maintain customer relationships. Our decisions to reduce costs and capacity can affect our short-term and long-term results. When we make decisions to reduce capacity or to close facilities, we frequently incur restructuring costs.see in full comparisonIn Fiscal 2024, we closed an engineering facility in Darmstadt, Germany and a manufacturing facility in Portland, Oregon, and we incurred restructuring costs associated with both closures.
We have operations in many countries. Operations outside of the U.S. in the aggregate represent a majority of our net sales and operating income, with a particular concentration in Malaysia.see in full comparisonIn addition, although we have repatriated a substantial amount of cash since the enactment of the U.S. Tax Cuts and Jobs Act (“U.S. Tax Reform”) in 2017, a significant amount of our cash balances remain held outside of the U.S., with a particular concentration in Malaysia and China.We support customers operating in various countries and purchase a significant number of components manufactured in various countries. These international aspects of our operations, which are likely to increase over time, including with any introduction of facilities in new locations, subject us to risks that could materially impact our operations and operating results, such as the following:
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•customers’ ability or inability to develop and market their products, some of which are new and untesteduntested, and
•the potential failure of our customers’ products to gain widespread commercial acceptance, andacceptance.
•the availability of the components required to manufacture and service our customers' products.
Our manufacturing processes are generally not subject to significant proprietary protection, and companies with greater resources or a greater market presence may enter our market or otherwise become increasingly competitive. Increased competition could result in significant price reductions, reduced sales and margins, or loss of customers or market share.
Our 10 largest customers accounted for 47.8%49.1% and 49.6%47.8% of our net sales in fiscal 20242025 and 2023,2024, respectively. During fiscal 2023, there was one customer that represented 10.0% or more of our net sales.
In addition, we focus our sales efforts on customers in only a few market sectors, as identified in Part I, Item 1, herein. Each of these sectors is subject to macroeconomic conditions as well as trends and conditions that are sector specific. Any weakness in our customers’ end markets, or new entrants in those markets that compete with our customers, could affect our business and results of operations. Economic, business or regulatory conditions that affect the sector, or our failure to choose to do business in appropriate sectors or subsectors, can particularly impact us. For instance, sales in the Healthcare/Life Sciences sector are substantially affected by trends in the healthcare industry, such as government reimbursement rates and uncertainties relating to the U.S. healthcare sector generally. In addition, the Healthcare/Life Sciences sector is affected by health crises and trends. The semiconductor industry has historically been subject to significant cyclicality and volatility. Changing export regulations, increasing sanctions or other trade barriers may limit our ability to use or produce certain technologies or products in China or sell certain components or products that are ultimately destined to China. Further, potential reductions in U.S. government agency spending, including those due to budget cuts or other political developments or issues, could affect opportunities in all of our market sectors.
We and our customers are subject to extensive government regulation, legal requirements and industry standards (as well as customer-specific standards) relating to the products we design, manufacture and service as well as how we conduct our business. This includes regulations and standards relating to labor and employment practices, workplace health and safety, operating practices and quality systems, the environment, sourcing and global trade practices,practices including tariffs, usage of emerging technologies, data privacy and protection, ethics, financial reporting, the market sectors we support and many other facets of our operations. The regulatory climate in the U.S. and other countries has become increasingly complex and fragmented,dynamic, and regulatory enforcement activity has increased in recent periods. Rulings of the U.S. Supreme Court and other courts may affect the regulatory environment. Regulatory changes and restrictions can be announced with little or no advance notice. A failure to comply with laws, regulations or standards applicable to our business can result in, among other consequences, enforcement actions, fines, injunctions, civil penalties, criminal prosecution, recall or seizure of devices, total or partial suspension of production, including debarment, and could have an adverse effect on our reputation, customer relationships, profitability and results of operations.
Our Healthcare/Life Sciences sector is subject to statutes and regulations covering the design, development, testing, manufacturing, labeling and servicing of medical devices and the reporting of certain information regarding their safety, including regulations by the Food and Drug Administration and similar regulations in other countries. We also design, manufacture and service products for certain industries, including certain applications where the U.S. government is the end customer, that face significant regulation by the Department of Defense, Department of State, Department of Commerce, Federal Aviation Authority and other governmental agencies in the U.S. as well as in other countries, and also under the Federal Acquisition Regulation. In addition, whenever we pursue business in new sectors and subsectors, or our customers pursue new technologies or markets, we need to navigate the potentially heavy regulatory and legislative burdens of such sectors, as well as standards of quality systems, technologies or markets. Failure to navigate these regulatory obligations and burdensother standards could result in the loss of business and impact our operating results as well as cause reputational damage.
Plexus is a multinational corporation and operating in multiple countries exposes us to increased risks, including adverse local developments and currency risks.
We have operations in many countries. Operations outside of the U.S. in the aggregate represent a majority of our net sales and operating income, with a particular concentration in Malaysia. In addition, although we have repatriated a substantial amount of cash since the enactment of the U.S. Tax Cuts and Jobs Act (“U.S. Tax Reform”) in 2017, a significant amount of our cash balances remain held outside of the U.S., with a particular concentration in Malaysia and China. We support customers operating in various countries and purchase a significant number of components manufactured in various countries. These international aspects of our operations, which are likely to increase over time, including with any introduction of facilities in new locations, subject us to risks that could materially impact our operations and operating results, such as the following:
•significant natural disastersdisasters, energy disruptions and other events or factors impacting local infrastructure
•the effects of other international political developments, such as tariffs, embargoes, sanctions, seizures, boycotts, trade wars, energy disruptions, trade agreements and changes in trade policies, including those which may be affected by the U.S. and other countries’ political reactions to those actions, and
As our international operations continue to expand, our failure to appropriately address foreign currency transactions or the currency exposures associated with assets and liabilities denominated in non-functional currencies could adversely affect our consolidated financial condition, results of operations and cash flows. In addition, developments affecting particular countries can adversely affect our ability to access cash or other assets held in such countries. A significant amount of our cash balances remain held outside of the U.S., with a particular concentration in Malaysia and China.
Additionally, continued uncertainty regarding commercial dealings, tariffs, export regulations and other trade protection measures between the U.S. and China,countries globally, heightened by escalating geopolitical tensions, may affect our ability to do business in China,certain countries, may impact the cost of our services and products originating infrom Chinacertain countries, and may impact the demand for our products manufactured in China in the event our customers reduce or eliminate their operations in China.services. These actions could also affect the cost and/or availability of materials or components that we procure from suppliers in China,suppliers, as well as create disruptions, delays, shortages or increased costs within our global supply chain. Government-imposed restrictions on where we or our customers can produce certain types of products or source components or with whom we can conduct business, such as named companies or industries identified in the 2021 National Defense Authorization Act, outbound investment restrictions, and trade regulations limiting advanced semiconductors and chip-manufacturing equipment, could limit our ability to sell or manufacture products or services in China,services, or source components from certain companies or geographies. These factors can negatively affect our operating results and financial position, including reducing our revenues and profitability as a result of having to minimize engagements in China,certain countries, requiring us to shift such production to other potentially higher-cost locations, or increasing the cost of sourcing components.components, or the loss of business. These risks are particularly pronounced for our operations in the APAC region and the materials and components we procure from suppliers in China.
Further, the extent to which the conflict between Russia and Ukraine, conflict in the Middle East or the escalating tensions between China and Taiwan or China and the U.S. or the U.S. and other trading partner countries may impact our business or results of operations will depend on future developments, including the severity and duration of any conflicts, their impact on global supply chains and their impact on regional and global economic conditions including the ability of our customers or suppliers to do business in those or surrounding countries and the inflationary effects of such conflicts on our profitability. These tensions have resulted in, and may continue to cause, global disruptions creating significant volatility in financial markets and the global economy.
We may experience component shortages, delays, price fluctuations and supplier quality concerns.
The increasing sophistication of cyberattacks requires us to continually evaluate the threat landscape and new technologies and processes intended to detect and prevent these attacks. There can be no assurance that the security measures and systems configurations we choose to implement will be sufficient to protect the data we manage. Any theft or misuse of information resulting from a security breach or cyberattack could result in, among other things, interruption to our operations, loss of significant and/or sensitive information, litigation by affected parties, financial obligations resulting from such theft or misuse, higher insurance premiums, governmental investigations, fines and penalties, negative reactions from current and potential future customers, and reputational damage, any of which could adversely affect our financial results. Also, the time and funds spent on monitoring and mitigating our exposure and responding to breaches or attempted breaches, including the training of employees, the purchase of protective technologies and the hiring of additional employees and consultants to assist in these efforts could adversely affect our financial results. This risk is enhanced as a result of the increasing sophistication of threat actors, including through the use of artificial intelligence, and an increase in our remote workforce due to evolving flexible workplace practices, for example by reason of utilizing home networks that may lack encryption or secure password protection, virtual meeting/conference security concerns and an increase of phishing/cyberattacks around our remote workforce's digital resources.
Moreover, we are subject to increasing data privacy, handling, and protection requirements and customer expectations due to the nature of their end products, including those related to the Export Administration Regulations, International Traffic in Arms Regulation, Federal Acquisition Regulation, Defense Federal Acquisition Regulation Supplement and Cybersecurity Maturity Model Certification. Any operational failure or breach of security from increasingly sophisticated cyber threats could lead to the loss or disclosure of our or our customers’ financial, product or other confidential information, result in adverse regulatory or other legal actions and have a material adverse effect on our business and reputation.reputation, which could include the loss of programs or customers. In addition, we must comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data, globally. GDPR and similar legislation in jurisdictions in which we operate continue to evolve imposing additional obligations on companies regarding the handling and protection of personal data and provide certain individual privacy rights to persons whose data is processed and stored. Compliance with existing, proposed and recently enacted laws and regulations can be costly. Failure to comply with these regulatory standards could subject us to legal and reputational risks. Misuse of or failure to protect personal information could also result in violation of data privacy laws and regulations, proceedings against us by governmental entities or others, fines and penalties, damage to our reputation and credibility and could have a negative impact on our business and results of operations.
The complexity of our model, which encompasses a broad range of services including design and development, supply chain solutions, new product introduction, manufacturing and sustaining services, often results in complex and challenging contractual obligations and unique customer requirements. In addition, program complexity and associated customer expectations have increased in recent years with respect to certain capabilities, commitments, allocation of risk and compliance with third-party standards, requiring extraordinary measures to ensure operational execution and compliance within unique, non-standard engagements. If we fail to meet those obligations, or are otherwise unable to execute on our commitments or unsuccessfully mitigate such risks, then it could result in claims against us, regulatory violations, or adversely affect our reputation and our ability to obtain future business, as well as impair our ability to enforce our rights (including those related to payment) under those contracts. A failure to adequately understand unique customer requirements may also impact our ability to estimate and ultimately recover associated costs, adversely affecting our financial results.
There may be problems with the products we design, manufacture or service thator we may fail to meet increasing customer expectations, which could result in liability claims against us, reduced demand for our services and damage to our reputation.
We design, manufacture and service products to our customers’ specifications, many of which are highly complex and subject to demanding regulatory environments for market sectors that generally have higher risk profiles for liability claims. Further, the services we provide to our customers continue to expand to encompass full product development, product commercialization, manufacturing, and sustaining services. As we assume more responsibility across the product lifecycle, our customers’ expectations have and may continue to extend beyond what has historically been expected of electronics manufacturing service providers, such as expectations related to material traceability, environmental sustainability and heightened regulatory compliance support, including as it relates to product composition such as the Restrictions on Hazardous Substances ("RoHS") 2011/65/EU directive, the Registration, Evaluation, Authorization and restriction of Chemicals ("REACh") EC 1907/2006 EU directive, and emergingevolving regulations pertaining to per- and polyfluoroalkyl substances ("PFAS"). These dynamics increase the risks inherent in those engagements. Despite our quality control and quality assurance efforts, problems may occur, or may be alleged, in the execution of these services. Whether or not we are responsible, problems in the products we create, whether real or alleged, whether caused by faulty customer specifications, product design, manufacturing processes, servicing, a component defect or otherwise, may result in delayed shipments to customers or reduced or canceled customer orders or liability claims. If these problems were to occur in large quantities or too frequently, our business reputation may also be tarnished. In addition, such problems may result in liability claims against us, whether or not we are responsible. These potential claims may be initiated through various means, such as our contractual commitments, strict liability or other claims raised by third parties, and may include damages for the recall of a product, injury to person(s) or property, or other theories of liability.
Despite our quality control and quality assurance efforts, problems may occur, or may be alleged, in the execution of these services. Whether or not we are responsible, problems in the products we create, whether real or alleged, whether caused by faulty customer specifications, product design, manufacturing processes, servicing, a component defect or otherwise, may result in delayed shipments to customers or reduced or canceled customer orders. If these problems were to occur in large quantities or too frequently, our business reputation may also be tarnished. In addition, such problems may result in liability claims against us, whether or not we are responsible. These potential claims may be initiated through various means, such as our contractual commitments, strict liability or other claims raised by third parties, and may include damages for the recall of a product, injury to person(s) or property, or other theories of liability.
If we fail to attract, develop and retain sufficient qualified personnel, including key leadership positions and highly skilled technical roles, our operations and, consequently, our financial results, could be adversely affected. A number of factors may adversely affect labor availability in one or more of our locations, including wage pressure and changing wage requirements, restrictions on immigration or labor mobility, local competition, high employment rates, high turnover ratesrates, increased demand for expertise in certain technical areas such as artificial intelligence, and local labor laws. These labor-related issues and labor shortages are pronounced, and we expect these conditions to persist.
We have also experienced inflationary or other general personnel cost increases due to economic conditions and government-mandated wage increases. Further, increases in turnover rates can lead to decreased efficiency and increased costs in our operations, such as increased overtime to meet demand, increased wage rates to attract and retain employees, and costs associated with recruiting and training replacement personnel. If we are unable to offset these labor cost increases through price increases, growth or operational efficiencies, labor cost increases could have a material adverse effect on our operating results and cash flows.
From time to time, there are changes and developments, such as retirements, promotions, transitions, disability, death and other terminations of service, that affect our executive officers and other key employees, including those that are unexpected or occur simultaneously. Transitions or other changes in responsibilities among officers and key employees without having identified and ready successors for these critical roles, particularly when such changes are unanticipated, unplanned or not executed effectively, inherently can cause disruptions to our business and operations, as well as harm our reputation, which could have an effect on our results. Further, ashiring executive officers and other key employees may be adversely impacted by global workforce trends and labor shortages. As we grow in size and complexity,complexity and required technical skills evolve, a failure to hire, effectively develop personnel and plan for the succession of critical roles may result in shortfalls in the talent and skills required to execute effectively and grow our business, which could affect our operations and financial results.
Evolving expectations on environmental, sustainability, social responsibility, and corporate governance ("ESGsustainability") matters, including global climate change, by various stakeholders could negatively affect our business by failing to meet stakeholder expectations or imposing additional costs on our business.
Customer, investor and employee expectations relating to ESGsustainability havecontinue beento rapidly evolvingevolve and increasing.and are increasingly dynamic. In addition, governmental and non-governmental organizations are enhancing or advancing requirements specific to ESGsustainability matters. Specifically, certain stakeholders are beginning to request or require disclosures on ESGsustainability topics such as greenhouse gas emissions, humansocial capital mattersresponsibility and specific ESG-riskclimate, social and other sustainability risk management practices, and we expect this trend to continue and be amplified by existing and potential legislation, such as California's Climate Corporate Data Accountability Act and Climate-Related Financial Risk Act and the Corporate Sustainability Reporting Directive in the European Union and the U.S. Securities and Exchange Commission ("SEC") climate rules.EU. A failure to adequately meet stakeholder expectations and reporting requirements may result in noncompliance with any imposed regulations, the loss of business, reputational impacts, an inability to attract and retain customers, and an inability to attract and retain talent. In addition, our failure to adopt or adoption of certain standards, related reporting requirements, or mandated compliance to certain requirements could necessitate additional investments in our operations, processes or control procedures that could impact our profitability.
Further, increased public awareness and concern regarding global climate change may result in new enhanced or enhancedconflicting requirements and/or stakeholder expectations related to reduce or mitigate the effects of greenhouse gas emissions and transition to low-carbon alternatives, driven by policy and regulations, low-carbon technology advancement and shifting consumer sentiment and societal preferences. These transition risks could negatively impact our financial condition and results of operations including by means of carbon pricing mechanisms, investments in lower greenhouse gas emissions technology, increased cost of raw materials and mandates on and regulation of existing products and services. Policy trends and public sentiment related to "anti-ESG" or "anti-DEI" legislation, policy or stakeholder pressure or activism, particularly in the U.S., may lead to new or conflicting requirements or expectations, resulting in risk of noncompliance, reputational damage, potential enforcement actions or claims.
In addition, the economic and market uncertainty created by transitioning to low-carbon alternatives could result in reduced demand or product obsolescence for certain of our customers’ products and/or price modifications for our customers’ products and the resources needed to produce them. This could in turn put pressure on our costs and result in reduced profit margin associated with certain of our customer programs, or loss of customer programs that we may not be able to replace.
Our industry frequently sees periods of expansion and contraction. We regularly contend with these issues and must carefully manage our business to meet changing customer and market requirements. If we fail to manage these growth and contraction decisions effectively, or fail to realize the anticipated benefits of these decisions, we can find ourselves with either excess or insufficient resources and our business, as well as our profitability, may suffer. Expansion and consolidation, including the transfer of operations to new or other facilities or due to acquisitions, can inherently include additional costs and start-up inefficiencies. For example, we arerecently expandingexpanded our operations by constructing an additional manufacturing facility in Penang, Malaysia, to support our growth in the Asia-Pacific region. In addition, we may expand our operations in new geographical areas where currently we do not operate. If we are unable to effectively manage this or other expansions or consolidations, or related anticipated net sales are not realized, our operating results could be adversely affected. Other risks of current or future expansions, acquisitions and consolidations include:
Periods of contraction or reduced net sales, or other factors affecting particular sites, create other challenges. We must determine whether facilities remain viable, whether staffing levels need to be reduced and how to respond to changing levels of customer demand. While maintaining excess capacity or higher levels of employment entail short-term costs, reductions in capacity or employment could impair our ability to respond to new opportunities and programs, market improvements or to maintain customer relationships. Our decisions to reduce costs and capacity can affect our short-term and long-term results. When we make decisions to reduce capacity or to close facilities, we frequently incur restructuring costs. In Fiscal 2024, we closed an engineering facility in Darmstadt, Germany and a manufacturing facility in Portland, Oregon, and we incurred restructuring costs associated with both closures.
A global minimum tax has been, or is anticipated to be, implemented in many of the countries in which Plexus operates. We anticipate this will materially and unfavorably impact our existing tax holidays and effective tax raterate. althoughThe toestimated what extent is difficult to estimate without final rules and regulations. Asimpact of Septemberthe 28,global 2024,minimum wetax expecthas thosebeen impacts to beginincluded in our estimates of tax rates for fiscal 2026 and carry forward.2026.
Our taxable income in any jurisdiction is dependent upon the local taxing authority’s acceptance of our operational and intercompany transfer pricing practices as being at “arm’s length.” Due to inconsistencies among jurisdictions in the application of the arm’s length standard, our transfer pricing methods may be challenged and, if not upheld, could increase our income tax expense. Risks associated with transfer pricing adjustments are further highlighted by the global initiative from the Organization for Economic Cooperation and Development called the Base Erosion and Profit Shifting ("BEPS") project. The BEPS project is challenging longstanding international tax norms regarding the taxation of profits from cross-border business. Given the scope of our international operations and the fluid and uncertain nature of how the BEPS project might ultimately lead to future legislation, it is difficult to assess how any changes in tax laws would impact our income tax expense.
Given the scope of our international operations and the fluid and uncertain nature of how the BEPS project might ultimately lead to future legislation, it is difficult to assess how any changes in tax laws would impact our income tax expense.
Our future success may depend on our ability to obtain additional financing and capital to support possible future growth and future initiatives including additional investments in our business. In addition, weWe also have receivables factoring programs. Many of our borrowings are at variable interest rates and therefore our interest expense is subject to increase if rates increase. Persistent inflation, especially in Europe and the U.S., has led central banks to hold higher interest rates throughout fiscal 20242025 to dampen inflation. These interest rates directly impact the amount of interest we pay on our variable rate obligations and continued or sustained increases in interest rates could negatively impact our business.
Management's Discussion & Analysis (MD&A)
Removed heading “Market Pressures Update”
Largest changes
“We believe our balance sheet is positioned to support the potential future challenges presented by the macroeconomic pressures we are facing. As of September 28, 2024, cash and cash equivalents and restricted cash were $347 million, while debt, finance lease and other financing obligations were $247 million. …”see in full comparison
Operating income. Operating income for fiscalsee in full comparison20242025decreasedincreased$28.1$34.7 million, or14.4%,20.7%, as compared to fiscal2023.2024. Operating margin of4.2%5.0%decreasedincreased5080 basis points compared to fiscal2023.2024. The primary drivers of thedecreaseincrease in operating income and operating margin as compared to fiscal20232024waswere theresult of the decreaseincrease in gross profit andangrossincreasemarginofas$14.9wellmillion in S&A, partially offset byas a decrease of$2.8$15.6 million in restructuring and other charges. Theincreaserestructuring and other charges for fiscal 2025 primarily consisted of severance costs associated with a reduction inS&Aourwas primarily due to an increase of $9.0 millionworkforce instock-basedthecompensation expense primarily due to $5.1 million of accelerated stock-based compensation expense related to executive retirement agreements. The increase in S&A was further driven by a net increase in compensation costsEMEA andanAMERincrease in information technology and professional service expenses.regions. The restructuring and other charges for fiscal 2024 consisted of employee severance costs associated with a reduction inthe Company'sour workforce as well as closure costs associated with sites inthe Company'sour AMER and EMEA regions, partially offset by insurance proceeds received in an arbitration decision regarding a contractual matter that took place in theCompany'sour EMEA region in fiscal 2023. Therestructuringincreases in operating income were partially offset by an increase of $8.9 million in selling andotheradministrativechargesexpensesfor("S&A").fiscalThe2023increaseconsistedinofS&Aseverancewasfromprimarilytheduereduction of the Company's workforce, a lease agreement termination andto anarbitration decision regarding a contractual matter that occurredincrease inthecompensationCompany's EMEA region.costs.
On June 15, 2018, we entered into a Note Purchase Agreement (the “2018 NPA”) pursuant to which we issued an aggregate of $150.0 million in principal amount of unsecured senior notes, consisting of $100.0 million in principal amount of 4.05% Series A Senior Notes, due on June 15, 2025, and $50.0 million in principal amount of 4.22% Series B Senior Notes, due on June 15, 2028 (collectively, the “2018 Notes”), in a private placement.see in full comparisonTheOn2018JuneNPA15,includes customary operational and financial covenants with which2025, wearerepaid,requiredontomaturity,comply,$100.0including,millionamonginothers,principalmaintenanceamount ofcertainourfinancial4.05%ratiosSeniorsuch as a total leverage ratio and a minimum interest coverage ratio. The 2018 Notes may be prepaid in whole or in part at any time, subject to payment of a make-whole amount; interest on the 2018 Notes is payable semiannually. As of September 28, 2024, we were in compliance with the covenants under the 2018 NPA.Notes.
“The 2018 NPA includes customary operational and financial covenants with which we are required to comply, including, among others, maintenance of certain financial ratios such as a total leverage ratio and a minimum interest coverage ratio. As of September 27, 2025, $50.0 million of the 4.22% Series B Senior Notes were outstanding and we were in compliance with the covenants under the 2018 NPA. The remaining 4.22% Series B Senior Notes may be prepaid in whole or in part at any time, subject to payment of a make-whole amount; interest on the notes is payable semiannually.”see in full comparison
Gross profit. Gross profit for fiscalsee in full comparison20242025decreasedincreased$16.1$28.0 million, or4.1%,7.4%, as compared to fiscal2023.2024. Gross margin of9.6%10.1% increased2050 basis points compared to fiscal2023.2024. The primary drivers of thedecreaseincrease in gross profit and gross margin as compared to fiscal20232024 werea decrease in net sales and an increase in fixed costs to support new customer program ramps, partially offset bya positive shift in customermix,mixwhichasdrovewelltheasincreaselowerincostsgrossresultingmargin.from operational efficiencies and prior restructuring activities.
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PlexusAt Corp.Plexus, and its subsidiaries (together "Plexus," the "Company," or "we") help create the products that build a better world. Driven by a passion for excellence, we partner with our customers to design, manufacture and service highly complex products in demanding regulatory environments. OurFrom life-saving medical devices and mission-critical aerospace and defense products to industrial automation systems and semiconductor capital equipment, our innovative solutions across the lifecycle of a product converge where advanced technology and human impact intersect. We provide these solutions to market-leading as well as disruptive global companies in the Aerospace/Defense, Healthcare/Life Sciences, and Industrial market sectorssectors, supported by a global team of over 20,000 members across our 26 facilities in the Americas ("AMER"), Asia-Pacific ("APAC") and Europe, Middle East and Africa ("EMEA") regions.
A discussion regarding our financial condition and results of operations for fiscal 2025 compared to fiscal 2024 is presented below. A discussion regarding our financial condition and results of operations for fiscal 2024 compared to fiscal 2023 iscan presentedbe below.found A discussion regarding our financial condition and results of operations for fiscal 2023 compared to fiscal 2022 is incorporated herein by reference fromin Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in our Annual Report on the Form 10-K for the fiscal year ended September 30,28, 2023,2024, which was filed with the SEC on November 17,15, 2023,2024, and is available on the SEC’s website at www.sec.gov as well as our Investor Relations website at www.plexus.com. However, such discussion is not incorporated by reference into, and does not constitute a part of this Annual Report on Form 10-K.
Market Pressures Update
We have experienced market-driven inventory corrections and incrementally weaker demand from our customers in our Healthcare/Lifesciences and Industrial market sectors. While we are starting to see improvements, if market softness continues for extended periods, this would impact our operating results in future periods.
We believe our balance sheet is positioned to support the potential future challenges presented by the macroeconomic pressures we are facing. As of September 28, 2024, cash and cash equivalents and restricted cash were $347 million, while debt, finance lease and other financing obligations were $247 million. Borrowings under our credit facility as of September 28, 2024 were $50 million, leaving $450 million of our revolving commitment of $500 million available for use as of September 28, 2024 as well as the ability to expand our revolving commitment to $750 million upon mutual agreement with our banks. Interest expense could increase above current levels due to increased borrowing under our credit facility associated with working capital investments along with the impact of rising interest rates. Refer to Note 4, "Debt, Finance Lease and Other Financing Obligations," in Notes to Consolidated Financial Statements and "Management’s Discussion and Analysis of Liquidity and Capital Resources" in Part II, Item 7 for further information.
Net sales. Fiscal 20242025 net sales decreasedincreased $249.5$72.2 million, or 5.9%,1.8%, as compared to fiscal 2023.2024.
In the first quarter of fiscal 2025, we changed internal management reporting to focus on value-add sales in each region and adjusted the allocation of certain corporate costs among reportable segments. These changes have been implemented and are consistent with what was provided to the Chief Operating Decision Maker ("CODM"). Our composition of operating segments and reportable segments did not change. Net sales and operating income for our three reportable segments for the current period and comparative periods presented have been recast to conform to those changes. These changes had no effect on our consolidated net sales, operating income or net income for the current or comparative periods.
As a percentage of consolidated net sales, netno salescustomer attributableaccounted tofor customers representingover 10.0% or more of consolidated net sales asin wellfiscal as2025 theor percentage2024. Our 10 largest customers accounted for 49.1% and 47.8% of our net sales attributable to our ten largest customers for the indicatedin fiscal years2025 wereand as2024, follows:respectively.
AMER. Net sales for fiscal 20242025 in the AMER segment decreased $234.8$2.9 million, or 15.1%,0.2%, as compared to fiscal 2023.2024. The decrease in net sales was driven by overall net decreased customer end-market demand, inclusive of market-driven inventory corrections at our customers, as well as reductions in inflated component pricing. The decrease was further driven by a decrease of $38.7$54.1 million due to disengagements with customers and $35.9a decrease of $13.9 million due to the discontinuation of programsa program with an existing customers.customer. The decrease was partially offset by an increase of $68.8$71.4 million due to production ramps of new products for existing customers and $41.4an increase of $10.5 million due to production ramps for new customers.
APAC. Net sales for fiscal 2024 in the APAC segment decreased $145.3 million, or 6.2%, as compared to fiscal 2023. The decrease in net sales was driven by overall net decreased customer end-market demand, inclusive of market-driven inventory corrections at our customers, as well as reductions in inflated component pricing. The decrease was further driven by a decrease of $32.5 million for end-of-life products and $8.5 million due to a disengagement with a customer. The decrease was partially offset by an increase of $20.0 million due to production ramps of new products for existing customers.
EMEA.APAC. Net sales for fiscal 20242025 in the EMEAAPAC segment increased $138.6$179.6 million, or 34.4%,8.1%, as compared to fiscal 2023.2024. The increase in net sales was driven by an increase of $89.3 million due to production ramps for new customers, $22.6$103.1 million due to production ramps of new products for existing customers and overall net increased customer end-market demand. The increase was partially offset by a decrease of $10.4$12.6 million due to the discontinuation of a programdisengagements with an existing customer and reductions in inflated component pricing.customers.
EMEA. Net sales for fiscal 2025 in the EMEA segment decreased $98.1 million, or 18.2%, as compared to fiscal 2024. The decrease in net sales was driven by overall net decreased customer end-market demand and a decrease of $21.0 million due to disengagements with customers.
Aerospace/Defense. Net sales for fiscal 20242025 in the Aerospace/Defense sector increaseddecreased $119.5$10.0 million, or 20.6%,1.4%, as compared to fiscal 2023.2024. The increasedecrease in net sales was driven by a decrease of $23.6 million due to disengagements with customers, a decrease of $13.9 million due to the discontinuation of a program with an existing customer and overall net increaseddecreased customer end-market demand,demand. The decrease was partially offset by an increase of $32.9$44.4 million indue production ramps for new customers and $19.7 million into production ramps of new products for existing customers. The increase was partially offset by a decrease of $20.7 million due to disengagements with customers.
Healthcare/Life Sciences. Net sales for fiscal 20242025 in the Healthcare/Life Sciences sector decreasedincreased $320.0$74.5 million, or 17.1%,4.8%, as compared to fiscal 2023.2024. The decreaseincrease in net sales was driven by overall net decreased customer end-market demand, inclusive of market-driven inventory corrections at our customers, as well as a reduction in inflated component pricing. The decrease was further driven by a decrease of $31.9 million for end-of-life products. The decrease was partially offset by an increase of $87.4$112.8 million in production ramps of new products for existing customers. The increase was partially offset by a decrease of $25.9 million due to disengagements with customers and $14.3overall millionnet indecreased productioncustomer rampsend-market for new customers.demand.
Industrial. Net sales for fiscal 20242025 in the Industrial sector decreasedincreased $49.0$7.7 million, or 2.8%,0.5%, as compared to fiscal 2023.2024. The decreaseincrease in net sales was driven by overall net decreasedincreased customer end-market demanddemand, asan wellincrease asof a$15.1 reductionsmillion in inflatedproduction componentramps pricing.of new products for existing customers and an increase of $10.5 million due to production ramps for new customers. The decreaseincrease was furtherpartially drivenoffset by a decrease of $45.9 million due to the discontinuation of programs with existing customers and $24.1$38.9 million due to disengagements with customers. The decrease was partially offset by an increase of $83.3 million in production ramps for a new customer.
Cost of sales. Cost of sales for fiscal 20242025 decreasedincreased $233.5$44.2 million, or 6.1%,1.2%, as compared to fiscal 2023.2024. Cost of sales is comprised primarily of material and component costs, labor costs and overhead. In both fiscal 20242025 and 2023,2024, approximately 89% of the total cost of sales was variable in nature and fluctuated with sales volumes. Approximately 87% of these costs in both fiscal 2024 and 2023 were related to material and component costs.
As compared to fiscal 2023,2024, the decreaseincrease in cost of sales in fiscal 20242025 was primarily driven by thean decreaseincrease in net salessales, andpartially offset by a positive shift in customer mix,mix partiallyand offseta by an increasedecrease in fixed costs.costs resulting from progress on operational efficiency initiatives.
Gross profit. Gross profit for fiscal 20242025 decreasedincreased $16.1$28.0 million, or 4.1%,7.4%, as compared to fiscal 2023.2024. Gross margin of 9.6%10.1% increased 2050 basis points compared to fiscal 2023.2024. The primary drivers of the decreaseincrease in gross profit and gross margin as compared to fiscal 20232024 were a decrease in net sales and an increase in fixed costs to support new customer program ramps, partially offset by a positive shift in customer mix,mix whichas drovewell theas increaselower incosts grossresulting margin.from operational efficiencies and prior restructuring activities.
Operating income. Operating income for fiscal 20242025 decreasedincreased $28.1$34.7 million, or 14.4%,20.7%, as compared to fiscal 2023.2024. Operating margin of 4.2%5.0% decreasedincreased 5080 basis points compared to fiscal 2023.2024. The primary drivers of the decreaseincrease in operating income and operating margin as compared to fiscal 20232024 waswere the result of the decreaseincrease in gross profit and angross increasemargin ofas $14.9well million in S&A, partially offset byas a decrease of $2.8$15.6 million in restructuring and other charges. The increaserestructuring and other charges for fiscal 2025 primarily consisted of severance costs associated with a reduction in S&Aour was primarily due to an increase of $9.0 millionworkforce in stock-basedthe compensation expense primarily due to $5.1 million of accelerated stock-based compensation expense related to executive retirement agreements. The increase in S&A was further driven by a net increase in compensation costsEMEA and anAMER increase in information technology and professional service expenses.regions. The restructuring and other charges for fiscal 2024 consisted of employee severance costs associated with a reduction in the Company'sour workforce as well as closure costs associated with sites in the Company'sour AMER and EMEA regions, partially offset by insurance proceeds received in an arbitration decision regarding a contractual matter that took place in the Company'sour EMEA region in fiscal 2023. The restructuringincreases in operating income were partially offset by an increase of $8.9 million in selling and otheradministrative chargesexpenses for("S&A"). fiscalThe 2023increase consistedin ofS&A severancewas fromprimarily thedue reduction of the Company's workforce, a lease agreement termination andto an arbitration decision regarding a contractual matter that occurredincrease in thecompensation Company's EMEA region.costs.
AMER. Operating income decreased $40.1 million in fiscal 2024 as compared to fiscal 2023, primarily as a result of a decrease in net sales and an increase in S&A, partially offset by a positive shift in customer mix and a decrease in fixed costs.
APAC. Operating income decreased $0.3 million in fiscal 2024 as compared to fiscal 2023, primarily as a result of a decrease in net sales, partially offset by a positive shift in customer mix.
EMEA.AMER. Operating income increased $11.8$16.8 million in fiscal 20242025 as compared to fiscal 20232024, primarily as a result of ana increasedecrease in netfixed salescosts resulting from progress on operational efficiency initiatives and a positive shift in customer mix, partially offset by increaseda fixed costs and an increasedecrease in S&A.net sales.
APAC. Operating income increased $24.5 million in fiscal 2025 as compared to fiscal 2024, primarily as a result of an increase in net sales and a positive shift in customer mix, partially offset by an increase in fixed costs and an increase in S&A.
EMEA. Operating income decreased $9.7 million in fiscal 2025 as compared to fiscal 2024, primarily as a result of a decrease in net sales and an increase in S&A, partially offset by a decrease in fixed costs and a positive shift in customer mix.
Other expense. Other expense for fiscal 20242025 increaseddecreased $3.4$23.8 million as compared to fiscal 2023.2024. The increasedecrease in other expense for fiscal 20242025 was primarily driven by a decrease in other miscellaneous income of $4.9 million as prior year insurance recoveries did not recur and an increase in foreign exchange losses of $1.6 million, partially offset by a decrease in interest expense of $2.7$17.3 million due to lower borrowings on our credit facility.facility, a decrease of $3.2 million in factoring fees and a decrease in foreign exchange losses of $3.2 million.
Income taxes. Income tax expense for fiscal 20242025 was $17.7$15.1 million compared to $21.9$17.7 million for fiscal 2023.2024. The decrease iswas primarily due to aan decreaseincrease in pre-taxdiscrete booktax incomebenefits and the geographic distribution of worldwide earnings.earnings, partially offset by an increase in pre-tax book income. During fiscal 2025, we released a state valuation allowance of $3.3 million due to a tax law change and released tax reserves of $4.9 million following the closure of the statute of limitations.
The annual effective tax rate for fiscal 20252026 is expected to be approximately 14.0%17.0% to 16.0%.19.0% assuming no changes to tax laws.
Net income. Net income for fiscal 20242025 decreasedincreased $27.3$61.1 million, or 19.6%,54.7%, from fiscal 20232024 to $111.8$172.9 million. Net income decreasedincreased primarily as a result of the decreaseincrease in operating income andincome, the increasedecrease in other expense,expense partially offset byand the decrease in tax expense as previously discussed.
Diluted earnings per share. Diluted earnings per share decreasedincreased to $6.26 in fiscal 2025 from $4.01 in fiscal 2024 from $4.95 in fiscal 2023,2024, primarily as a result of decreasedincreased net income due to the factors discussed above, partially offset by a reduction in diluted shares outstanding.above.
As of September 28,27, 2024,2025, 88%85% of our cash and cash equivalents balance was held outside of the U.S. by our foreign subsidiaries. Currently,Based on current expectations, we believe that our cash balance, together withprojected cash flows provided by operations, available cash and cash equivalents, potential borrowings under ourthe Credit Facility, willand our leasing capabilities should be sufficient to meet our liquidityworking needscapital and potentialfixed capital requirements, as well as execute our share repurchases,repurchase ifauthorization any,as management deems appropriate, for the next twelve months and for the foreseeable future.months.
Our future cash flows from operating activities will be reduced by $31.4$16.5 million due to cash payments for U.S. federal taxes on the deemed repatriation of undistributed foreign earnings that are payable over an eight year period that began in fiscal 2019 withand thewill first payment. The table below provides the expected timing of these future cash outflows,end in accordancefiscal with the following installment schedule for the remaining two years (in millions):2026.
Operating Activities. Cash flows provided by operating activities were $249.2 million for fiscal 2025, as compared to $436.5 million for fiscal 2024, as compared to $165.8 million for fiscal 2023.2024. The increasedecrease was primarily due to cash flow improvements (reductions) of:
•$(27.3)$61.1 million decreaseincrease in net income.
•$213.7$(177.4) million in inventory cash flows driven by a largersmaller decrease in inventory in fiscal 20242025 as compared to fiscal 20232024. dueWe drove significant efforts and initiatives to reduce inventory reductionduring efforts.fiscal 2024. While still achieving a decrease in inventory from fiscal 2024 to fiscal 2025, we did not experience as significant a reduction.
•$139.9 million in accounts payables cash flows primarily driven by the timing of materials procurement and payments to suppliers.
•$24.8 million in contract assets cash flows driven by lower demand from over time customers.
•$(34.178.7) million in advanced payments from customers cash flows driven by a larger decrease in advanced payments in fiscal 20242025 as compared to fiscal 2023.2024. We disposed greater amounts of aged inventory during fiscal 2025 which resulted in an increase in advanced payments returned to customers.
•$(51.3) million in contract assets cash flows corresponding to changes in demand from over time customers.
•$(11.2) million in other current and non-current liabilities cash flows primarily driven by lower cash flow benefit of accrued salaries and wages due to the timing of the year-end.
•$(23.69.2) million in otherdeferred currentincome and non-current asset cash flows primarilytaxes driven by an increase in deferred income tax prepayments related to timing of payments and an increase in prepayments to suppliersbenefit in fiscal 20242025 as compared to a decrease in fiscal 2023.2024.
•$129.5 million in accounts payables cash flows primarily driven by the timing of materials procurement and payments to suppliers.
•$28.0 million in other current and non-current asset cash flows primarily driven by a decrease in prepayments to suppliers in fiscal 2025 as compared to an increase in fiscal 2024.
As of September 28,27, 2024,2025, annualized cash cycle days decreased twenty-threeone daysday compared to September 30,28, 20232024 due to the following:
Days in accounts receivable for the three months ended September 28,27, 20242025 decreasedincreased fivethree days compared to the three months ended September 30,28, 2023.2024. The decreaseincrease is primarily attributable to the timing of customer shipments and payments as well as the mix of customer payment terms.
Days in contract assets for the three months ended September 28,27, 20242025 decreasedincreased three days compared to the three months ended September 30,28, 2023.2024. The decreaseincrease is primarily attributable to a decrease in demandadvanced payments from customers with arrangements requiring revenue to be recognized over time as products are produced.
Days in inventory for the three months ended September 28,27, 20242025 decreased twenty-sevennine days compared to the three months ended September 30,28, 2023.2024. The decrease is primarily due to inventory reduction efforts.efforts as well as lower working capital investments to support our customers. These efforts include improved materials management and timely disposition of aged inventory.
Days in accounts payable for the three months ended September 28,27, 20242025 decreasedincreased fiveeleven days compared to the three months ended September 30,28, 2023.2024. The decreaseincrease is primarily attributable to the timing of materials procurement and payments to suppliers.
Days in advanced payments for the three months ended September 28,27, 20242025 decreased seventhirteen days compared to the three months ended September 30,28, 2023.2024. The decrease was primarily attributable to a return of advanced payments to customers in line with lower inventory balances.
Free Cash Flow. We define free cash flow ("FCF"), a non-GAAP financial measure, as cash flowflows provided by operationsoperating activities less capital expenditures. FCF was $154.0 million for fiscal 2025 compared to $341.3 million for fiscal 20242024, compareda to $61.8 million for fiscal 2023, an increasedecrease of $279.5$187.3 million. The improvementdecline in FCF was primarily due to significant inventory reduction efforts as well as lower working capital investments in inventory to support our customers.customers in the prior year.
Investing Activities. Cash flows used in investing activities were $95.6 million for fiscal 2025 compared to $94.9 million for fiscal 2024 compared to $93.3 million for fiscal 2023.2024. The increase in cash used in investing activities was due to $10.8a $0.6 million from insurance proceedsincrease in fiscalother 2023,investing partially offset by an $8.9 million decrease in capital expenditures.outflows.
We utilized available cash and financing cash flows as the sources for funding our operating requirements during fiscal 2024.2025. We currently estimate capital expenditures for fiscal 20252026 will be approximately $120.0$90.0 million to $150.0$110.0 million to support new program ramps and replace older equipment. This estimate also includes $60.0 million related to the footprint expansion on the mainland of Penang, Malaysia.
Financing Activities. Cash flows used in financing activities were $196.4 million for fiscal 2025 compared to $255.6 million for fiscal 2024 compared to $92.7 million for fiscal 2023.2024. The increasedecrease was primarily attributable to the overall decrease in net repayments consisting of net repayments on the credit facility of $10.0 million in fiscal 20242025 ofcompared to $183.0 million comparedfiscal to net repayments on the credit facility in 2023 of $30.0 million2024 as well as repayment, on maturity, of $100.0 million in principal amount of our 4.05% Senior Notes. The overall decrease in net repayments was partially offset by an increase of $14.7$9.6 million in cash used to repurchase our common stock.
On August 18, 2022, the Board of Directors approved a share repurchase program under which we arewere authorized to repurchase up to $50.0 million of our common stock (the "2023 Program"). During fiscal 2024 and 2023, we completed the 2023 Program by repurchasing 59,277 and 425,746 shares under this program for $5.7 million and $40.9 million at an average price of $95.59 and $95.96 per share, respectively.
On January 16, 2024, the Companywe announced a share repurchase program authorized by the Board of Directors under which we were authorized to repurchase up to $50.0 million of our common stock (the "2024 Program"). The 2024 Program commencedbecame effective upon completion of the 2023 Program. During fiscal 2024, we completed the 2024 Program by repurchasing 477,012 shares under this program for $50.0 million at an average price of $104.82 per share.
On August 14, 2024, the Board of Directors approved a share repurchase program under which we arewere authorized to repurchase up to $50.0 million of our common stock (the "2025 Program"). The 2025 Program commencedbecame effective upon completion of the 2024 Program, and has no expiration.Program. During fiscal 2024,2025, we purchasedcompleted 151the 2025 Program by repurchasing 362,325 shares under this program for less than $0.1$50.0 million at an average price of $131.78$138.00 per share. AsThe fiscal 2025 purchased amounts exclude excise tax on share repurchases of September$0.4 28, 2024, $49.9 million of authority remained under the 2025 Program.million.
On May 14, 2025, the Board of Directors approved a share repurchase program under which we are authorized to repurchase up to $100.0 million of our common stock (the “2026 Program”). The 2026 Program became effective upon completion of the 2025 Program and has no expiration. During fiscal 2025, we repurchased 112,601 shares under this program for $15.0 million at an average price of $132.94 per share. As of September 27, 2025, $85.0 million of authority remained under the 2026 Program.
On June 15, 2018, we entered into a Note Purchase Agreement (the “2018 NPA”) pursuant to which we issued an aggregate of $150.0 million in principal amount of unsecured senior notes, consisting of $100.0 million in principal amount of 4.05% Series A Senior Notes, due on June 15, 2025, and $50.0 million in principal amount of 4.22% Series B Senior Notes, due on June 15, 2028 (collectively, the “2018 Notes”), in a private placement. TheOn 2018June NPA15, includes customary operational and financial covenants with which2025, we arerepaid, requiredon tomaturity, comply,$100.0 including,million amongin others,principal maintenanceamount of certainour financial4.05% ratiosSenior such as a total leverage ratio and a minimum interest coverage ratio. The 2018 Notes may be prepaid in whole or in part at any time, subject to payment of a make-whole amount; interest on the 2018 Notes is payable semiannually. As of September 28, 2024, we were in compliance with the covenants under the 2018 NPA.Notes.
The 2018 NPA includes customary operational and financial covenants with which we are required to comply, including, among others, maintenance of certain financial ratios such as a total leverage ratio and a minimum interest coverage ratio. As of September 27, 2025, $50.0 million of the 4.22% Series B Senior Notes were outstanding and we were in compliance with the covenants under the 2018 NPA. The remaining 4.22% Series B Senior Notes may be prepaid in whole or in part at any time, subject to payment of a make-whole amount; interest on the notes is payable semiannually.
On June 9, 2022, we refinanced our then-existing senior unsecured revolving credit facility (as amended by that certain Amendment No. 1 to Credit Agreement dated April 29, 2020, the "Prior Credit Facility") by entering into a new 5-year revolving credit facility (collectively with the Prior Credit Facility, referred to as the "Credit Facility"), which expanded the maximum commitment from $350.0 million to $500.0 million and extended the maturity from May 15, 2024 to June 9, 2027. The maximum commitment under the Credit Facility may be further increased to $750.0 million, generally by mutual agreement of the lenders and us, subject to certain customary conditions. During fiscal 2024,2025, the highest daily borrowing waswere $376.0$128.0 million; the average daily balance was $257.8$46.5 million. We borrowed $550.5$477.0 million and repaid $733.5$487.0 million of revolving borrowings ("revolving commitment") under the Credit Facility during fiscal 2024.2025. As of September 28,27, 2024,2025, we were in compliance with all financial covenants relating to the Credit Facility, which are generally consistent with those in the 2018 NPA discussed above. We are required to pay a commitment fee on the daily unused credit facility based on our leverage ratio; the fee was 0.100% as of September 28,27, 2024.2025.
What changed in the latest 10-Q
Risk Factors
In addition to the risks and uncertainties discussed herein, particularly those discussed in the “Safe Harbor” Cautionary Statement and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2, see the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 27, 2025 that have had no material changes.
No wording changes found in this section.
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Management's Discussion & Analysis (MD&A)
Largest changes
On June 5, 2026, we refinanced our then-existing revolving credit facility (as amended by that certain Amended and Restated Credit Agreement dated June 9, 2022, the "Prior Credit Facility"), by entering into a new five-year revolving credit facility (collectively with the Prior Credit Facility referred to as the "Credit Facility"), which extended the maturity from June 9, 2027 to June 5, 2031. The maximum commitment under the Credit Facility is $500 million and may be further increased to $750 million, generally by mutual agreement of the lenders and us, subject to certain customary conditions. During the nine months ended July 4, 2026, the highest daily borrowing under the Credit Facility was $233.0 million; the average daily borrowings were $127.6 million. During the nine months ended June 28, 2025, the highest daily borrowing was $125.0 million; the average daily borrowings were $33.3 million. As of July 4, 2026, we were in compliance with all our financial covenants relating to the Credit Facility We have Master Accounts Receivable Purchase Agreements with MUFG Bank, New York Branch (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.) (the "MUFG RPA"), HSBC Bank (China) Company Limited, Xiamen branch (the "HSBC RPA") and other unaffiliated financial institutions, under which we may elect to sell receivables, at a discount. These facilities are uncommitted facilities. The maximum facility amount under the MUFG RPA as ofsee in full comparisonAprilJuly 4, 2026 is $340.0 million. The maximum facility amount under the HSBC RPA as ofAprilJuly 4, 2026 is $70.0 million. The MUFG RPA will be automatically extended each year unless any party gives no less than 10 days prior notice that the agreement should not be extended. The terms of the HSBC RPA are generally consistent with the terms of the MUFG RPA previously discussed.
“Industrial. Net sales for the three months ended July 4, 2026 in the Industrial sector increased $174.8 million, or 42.2%, as compared to the three months ended June 28, 2025. The increase in net sales was driven by overall net increased customer end-market demand, an increase of $12.4 million due to production ramps of new products for existing customers and an increase of $11.7 million due to production ramps for a new customer. A meaningful portion of increased end-market demand are continued ramps of semi-cap wins reflecting share gains from prior periods. …”see in full comparison
“During the nine months ended July 4, 2026, net sales in the Industrial sector increased $240.1 million, or 19.1%, as compared to the nine months ended June 28, 2025. The increase in net sales was driven by overall net increased customer end-market demand, an increase of $24.4 million in production ramps of new products for existing customers and an increase of $23.0 million due to production ramps for a new customer. A meaningful portion of increased end-market demand are continued ramps of semi-cap wins reflecting share gains from prior periods. …”see in full comparison
Financing Activities. Cash flows provided by financing activities weresee in full comparison$29.8$42.2 million for thesixnine months endedAprilJuly 4, 2026 compared to cash flows used in financing activities of$78.1$168.3 million for thesixnine months endedMarchJune29,28, 2025. The increase was primarily attributable to net borrowings on the credit facility for thesixnine months endedAprilJuly 4, 2026 of$97.0$132.0 millioncompared to net repayments on the credit facility for the six months ended March 29, 2025 of $35.0 million,partially offset byan increase of $18.1$64.1 million in cash used to repurchase our common stock. This is compared to net repayments which included the repayment, on maturity, of $100.0 million in principal amount of our 4.05% Senior Notes and net repayments on the credit facility for the nine months ended June 28, 2025 of $5.0 million as well as $43.8 million in cash used to repurchase common stock.
“During the nine months ended July 4, 2026, net sales in the APAC segment increased $249.7 million, or 14.0%, as compared to the nine months ended June 28, 2025. The increase in net sales was driven by overall net increased customer end-market demand, an increase of $37.3 million due to production ramps of new products for existing customers and an increase of $7.8 million due to production ramps for a new customer. A meaningful portion of increased end-market demand are continued ramps of semi-cap wins reflecting share gains from prior periods. …”see in full comparison
Operating income. Operating income for the three months endedsee in full comparisonAprilJuly 4, 2026 increased$13.0$7.7 million, or26.6%,14.4%, as compared to the three months endedMarchJune29,28, 2025. Operating margin of5.3%4.7% for the three months endedAprilJuly 4, 2026increaseddecreased3060 basis points compared to the three months endedMarchJune29,28, 2025. The primarydriversdriver of the increase in operating incomeand operating margin for the three months ended April 4, 2026 werewas the increase in grossprofit and gross margin.profit. The overall increase in operating income was partially offset by an increase of$8.4$20.4 million in selling and administrative expenses ("S&A"). The increase in S&A was primarily due to an increase of $14.9 million in stock-based compensationcosts.expense primarily due to $12.9 million of accelerated stock-based compensation expense related to executive retirement agreements. This increase was the primary driver of the decrease in operating margin.
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Net sales. For the three months ended AprilJuly 4, 2026, net sales increased $183.6$286.5 million, or 18.7%,28.1%, as compared to the three months ended MarchJune 29,28, 2025. For the sixnine months ended AprilJuly 4, 2026, net sales increased $277.3$563.8 million, or 14.2%,19.0%, as compared to the sixnine months ended MarchJune 29,28, 2025.
AMER. Net sales for the three months ended April 4, 2026 in the AMER segment increased $101.7 million, or 34.5%, as compared to the three months ended March 29, 2025. The increase in net sales was driven by an increase of $87.2 million due to production ramps of new products for existing customers and an increase of $28.9 million due to production ramps for new customers. The increase was partially offset by net decreased customer-specific end-market demand.
DuringAMER. Net sales for the sixthree months ended AprilJuly 4, 2026, net sales2026 in the AMER segment increased $172.6$116.0 million, or 30.3%,37.2%, as compared to the sixthree months ended MarchJune 29,28, 2025. The increase in net sales was driven by an increase of $168.0$107.4 million due to production ramps of new products for existing customers andcustomers, an increase of $34.5$29.4 million due to production ramps for new customers.customers and overall net increased customer end-market demand. The increase was partially offset by a decrease of $16.1$20.4 million due to disengagements with customers and neta decreaseddecrease customer-specificof end-market$19.4 demand.million for end-of-life products.
APAC. Net sales for the three months ended April 4, 2026 in the APAC segment increased $65.0 million, or 11.1%, as compared to the three months ended March 29, 2025. The increase in net sales was driven by overall net increased customer end-market demand and an increase of $17.5 million due to production ramps of new products for existing customers.
During the sixnine months ended AprilJuly 4, 2026, net sales in the APACAMER segment increased $69.5$288.6 million, or 5.8%,32.8%, as compared to the sixnine months ended MarchJune 29,28, 2025. The increase in net sales was driven by overall net increased customer end-market demand and an increase of $27.7$293.3 million due to production ramps of new products for existing customers and an increase of $59.8 million due to production ramps for new customers. The increase was partially offset by a decrease of $5.8$41.9 million due to a disengagementdisengagements with customers and a customer.decrease of $14.3 million for end-of-life products.
EMEA. Net sales for the three months ended April 4, 2026 in the EMEA segment increased $13.2 million, or 12.9%, as compared to the three months ended March 29, 2025. The increase in net sales was driven by overall net increased customer end-market demand.
DuringAPAC. Net sales for the sixthree months ended AprilJuly 4, 2026, net sales2026 in the EMEAAPAC segment increased $30.2$180.2 million, or 14.8%,30.4%, as compared to the sixthree months ended MarchJune 29,28, 2025. The increase in net sales was driven by overall net increased customer end-market demand and an increase of $17.3$21.8 million due to production ramps of new products for existing customerscustomers. andA overallmeaningful netportion of increased customer end-market demand.demand are continued ramps of semi-cap wins reflecting share gains from prior periods.
During the nine months ended July 4, 2026, net sales in the APAC segment increased $249.7 million, or 14.0%, as compared to the nine months ended June 28, 2025. The increase in net sales was driven by overall net increased customer end-market demand, an increase of $37.3 million due to production ramps of new products for existing customers and an increase of $7.8 million due to production ramps for a new customer. A meaningful portion of increased end-market demand are continued ramps of semi-cap wins reflecting share gains from prior periods. The increase was partially offset by a decrease of $5.9 million due to a disengagement with a customer.
EMEA. Net sales for the three months ended July 4, 2026 in the EMEA segment decreased $7.7 million, or 6.6%, as compared to the three months ended June 28, 2025. The decrease in net sales was driven by a decrease of $9.1 million due to a disengagement with a customer and overall net decreased customer end-market demand. The decrease is partially offset by an increase of $7.6 million due to production ramps of new products for existing customers.
During the nine months ended July 4, 2026, net sales in the EMEA segment increased $22.5 million, or 7.0%, as compared to the nine months ended June 28, 2025. The increase in net sales was driven by an increase of $41.7 million due to production ramps of new products for existing customers. The increase was partially offset by a decrease of $14.5 million due to a disengagement with a customer.
Aerospace/Defense. Net sales for the three months ended AprilJuly 4, 2026 in the Aerospace/Defense sector increased $39.7$49.7 million, or 23.0%,27.1%, as compared to the three months ended MarchJune 29,28, 2025. The increase in net sales was driven by an increase of $26.9$21.8 million in production ramps of new products for existing customers, an increase of $9.8$14.6 million due to production ramps for a new customer and overall net increased customer end-market demand.
During the sixnine months ended AprilJuly 4, 2026, net sales in the Aerospace/Defense sector increased $57.9$107.6 million, or 17.4%,20.9%, as compared to the sixnine months ended MarchJune 29,28, 2025. The increase in net sales was driven by an increase of $62.8$67.4 million in production ramps of new products for existing customerscustomers, overall net increased customer end-market demand and an increase of $10.8$25.4 million due to production ramps for a new customer. The increase was partially offset by a decrease of $6.8$8.1 million due to a disengagement with a customer.
Healthcare/Life Sciences. Net sales for the three months ended April 4, 2026 in the Healthcare/Life Sciences sector increased $62.2 million, or 15.1%, as compared to the three months ended March 29, 2025. The increase in net sales was driven by an increase of $62.9 million in production ramps of new products for existing customers.
During the six months ended April 4, 2026, net sales in the Healthcare/Life Sciences sector increased $154.1 million, or 19.6%, as compared to the six months ended March 29, 2025. The increase in net sales was driven by an increase of $118.5 million in production ramps of new products for existing customers, overall net increased customer end-market demand and an increase of $5.3 million due to production ramps for a new customer.
Industrial. Net sales for the three months ended April 4, 2026 in the Industrial sector increased $81.7 million, or 20.6%, as compared to the three months ended March 29, 2025. The increase in net sales was driven by overall net increased customer end-market demand, an increase of $15.8 million due to production ramps for new customers and an increase of $15.1 million due to production ramps of new products for existing customers.
DuringHealthcare/Life Sciences. Net sales for the sixthree months ended AprilJuly 4, 2026, net sales2026 in the IndustrialHealthcare/Life Sciences sector increased $65.3$62.0 million, or 7.8%,14.7%, as compared to the sixthree months ended MarchJune 29,28, 2025. The increase in net sales was driven by overall net increased customer end-market demand, an increase of $24.4$92.1 million in production ramps of new products for existing customers and an increase of $18.5$7.6 million due to production ramps for new customers. The increase was partially offset by a decrease of $15.1$16.1 million for end-of-life products, overall net decreased end-market demand and a decrease of $6.9 million due to a disengagement with a customer.
During the nine months ended July 4, 2026, net sales in the Healthcare/Life Sciences sector increased $216.1 million, or 17.9%, as compared to the nine months ended June 28, 2025. The increase in net sales was driven by an increase of $253.0 million in production ramps of new products for existing customers and an increase of $19.2 million due to production ramps for new customers. The increase is partially offset by overall net decreased end-market demand and a decrease of $16.5 million for end-of-life products.
Industrial. Net sales for the three months ended July 4, 2026 in the Industrial sector increased $174.8 million, or 42.2%, as compared to the three months ended June 28, 2025. The increase in net sales was driven by overall net increased customer end-market demand, an increase of $12.4 million due to production ramps of new products for existing customers and an increase of $11.7 million due to production ramps for a new customer. A meaningful portion of increased end-market demand are continued ramps of semi-cap wins reflecting share gains from prior periods. The increase was partially offset by a decrease of $22.0 million due to disengagements with customers.
During the nine months ended July 4, 2026, net sales in the Industrial sector increased $240.1 million, or 19.1%, as compared to the nine months ended June 28, 2025. The increase in net sales was driven by overall net increased customer end-market demand, an increase of $24.4 million in production ramps of new products for existing customers and an increase of $23.0 million due to production ramps for a new customer. A meaningful portion of increased end-market demand are continued ramps of semi-cap wins reflecting share gains from prior periods. The increase was partially offset by a decrease of $50.6 million due to disengagements with customers.
Cost of sales. Cost of sales for the three months ended AprilJuly 4, 2026 increased $162.2$258.4 million, or 18.4%,28.2%, as compared to the three months ended MarchJune 29,28, 2025, while cost of sales for the sixnine months ended AprilJuly 4, 2026 increased $250.5$508.8 million, or 14.3%19.0%, as compared to the sixnine months ended MarchJune 29,28, 2025. Cost of sales is comprised primarily of material and component costs, labor costs and overhead. For both of the three and sixnine months ended AprilJuly 4, 2026 and MarchJune 29,28, 2025, approximately 89% of the total cost of sales was variable in nature and fluctuated with sales volumes. Approximately 88% of these costs were related to material and component costs.
As compared to the three months ended MarchJune 29,28, 2025, the increase in cost of sales in the three months ended AprilJuly 4, 2026 was primarily driven by an increase in net sales andsales, an increase in fixed costs.costs and a shift in customer mix. As compared to the sixnine months ended MarchJune 29,28, 2025, the increase in cost of sales in the sixnine months ended AprilJuly 4, 2026 was primarily driven by an increase in net sales andsales, an increase in fixed costs.costs and a shift in customer mix.
Gross profit. Gross profit for the three months ended AprilJuly 4, 2026 increased $21.4$28.1 million, or 21.9%,27.2%, as compared to the three months ended MarchJune 29,28, 2025. Gross margin of 10.2%10.1% for the three months ended AprilJuly 4, 2026 increasedremained 20 basis pointsflat compared to the three months ended MarchJune 29,28, 2025. The primary driver of the increase in gross profit and gross margin was the increase in net sales, partially offset by an increase in fixed costs.costs and a shift in customer mix.
Gross profit for the sixnine months ended AprilJuly 4, 2026 increased $26.9$55.0 million, or 13.6%,18.2%, as compared to the sixnine months ended MarchJune 29,28, 2025. Gross margin of 10.1% for the sixnine months ended AprilJuly 4, 2026 remained flat compared to the sixnine months ended MarchJune 29,28, 2025. The primary driver of the increase in gross profit was the increase in net sales, partially offset by an increase in fixed costs.costs and a shift in customer mix.
Operating income. Operating income for the three months ended AprilJuly 4, 2026 increased $13.0$7.7 million, or 26.6%,14.4%, as compared to the three months ended MarchJune 29,28, 2025. Operating margin of 5.3%4.7% for the three months ended AprilJuly 4, 2026 increaseddecreased 3060 basis points compared to the three months ended MarchJune 29,28, 2025. The primary driversdriver of the increase in operating income and operating margin for the three months ended April 4, 2026 werewas the increase in gross profit and gross margin.profit. The overall increase in operating income was partially offset by an increase of $8.4$20.4 million in selling and administrative expenses ("S&A"). The increase in S&A was primarily due to an increase of $14.9 million in stock-based compensation costs.expense primarily due to $12.9 million of accelerated stock-based compensation expense related to executive retirement agreements. This increase was the primary driver of the decrease in operating margin.
Operating income for the sixnine months ended AprilJuly 4, 2026 increased $20.6$28.3 million, or 21.5%,19.0%, as compared to the sixnine months ended MarchJune 29,28, 2025. Operating margin of 5.2%5.0% for the sixnine months ended AprilJuly 4, 2026 increasedremained 30 basis pointsflat compared to the sixnine months ended MarchJune 29,28, 2025. The primary drivers of the increase in operating income and operating margin for the sixnine months ended AprilJuly 4, 2026 were the increase in gross profit as well as a decrease of $4.7 million in restructuring and other charges. The restructuring and other charges for the sixnine months ended MarchJune 29,28, 2025 consisted of severance costs associated with a reduction in the Company's workforce in the EMEA and AMER regions. The overall increase in operating income was partially offset by an increase of $10.9$31.3 million in S&A. The increase in S&A was primarily due to an increase of $18.6 million in stock-based compensation costs.expense primarily due to $12.9 million of accelerated stock-based compensation expense related to executive retirement agreements.
AMER. Operating income increased $11.8$7.6 million for the three months ended AprilJuly 4, 2026 as compared to the three months ended MarchJune 29,28, 2025, primarily as a result of an increase in net sales, partially offset by a negative shift in customer mix,mix and an increase in fixed costs and an increase in S&A.costs.
During the sixnine months ended AprilJuly 4, 2026, operating income in the AMER segment increased $16.7$24.3 million as compared to the sixnine months ended MarchJune 29,28, 2025, primarily as a result of an increase in net sales, partially offset by a negative shift in customer mixmix, an increase in fixed costs and an increase in fixed costs.S&A.
APAC. Operating income increased $11.5$23.4 million for the three months ended AprilJuly 4, 2026 as compared to the three months ended MarchJune 29,28, 2025, primarily as a result of an increase in net salessales, andpartially offset by a positive shift in customer mix,mix partially offset byand an increase in fixed costs.
During the sixnine months ended AprilJuly 4, 2026, operating income in the APAC segment increased $10.5$33.9 million as compared to the sixnine months ended MarchJune 29,28, 2025, primarily as a result of an increase in net sales and a positive shift in customer mix,sales, partially offset by an increase in fixed costs.costs, a shift in customer mix and an increase in S&A.
EMEA. Operating income increased $3.5$1.1 million for the three months ended AprilJuly 4, 2026 as compared to the three months ended MarchJune 29,28, 2025, primarily as a result of an increase in net sales and a positive shift in customer mix, partially offset by ana increasedecrease in fixednet costs.sales.
During the sixnine months ended AprilJuly 4, 2026, operating income in the EMEA segment increased $8.4$9.5 million as compared to the sixnine months ended MarchJune 29,28, 2025, primarily as a result of an increase in net sales and a positive shift in customer mix, partially offset by an increase in fixed costs.
Other expense. Other expense for the three months ended July 4, 2026 increased $1.0 million compared to the three months ended June 28, 2025. The increase in other expense for the three months ended July 4, 2026 was primarily driven by an increase in interest expense of $1.6 million due to higher borrowings on our credit facility, partially offset by an increase in interest income of $0.5 million.
Other expense. Other expense for the three months ended April 4, 2026 increased $0.2 million compared to the three months ended March 29, 2025.
Other expense for the sixnine months ended AprilJuly 4, 2026 increased $0.3$1.3 million as compared to the sixnine months ended MarchJune 29,28, 2025. The increase in other expense for the nine months ended July 4, 2026 was primarily driven by an increase in interest expense of $1.2 million due to higher borrowings on our credit facility.
Income taxes. Income tax expense for the three and sixnine months ended AprilJuly 4, 2026 was $8.1$13.5 million and $17.9$31.4 million, respectively, compared to $6.0$4.7 million and $12.2$16.9 million for the three and sixnine months ended MarchJune 29,28, 2025, respectively. The increase was primarily driven by the implementation of the global minimum tax across several jurisdictions in which we operate, as well as an increase in pre-tax book income. The increase is also attributable to a $3.3 million discrete tax benefit recorded for the three months ended June 28, 2025, related to the release of a state valuation allowance.
Net income. Net income for the three months ended AprilJuly 4, 2026 increaseddecreased $10.7$2.1 million, or 27.4%,4.7%, from the three months ended MarchJune 29,28, 2025 to $49.8$43.0 million. Net income increaseddecreased primarily as a result of the increase in operatingtax income,expense, partially offset by the increase in taxoperating expenseincome as previously discussed.
Net income for the sixnine months ended AprilJuly 4, 2026 increased $14.7$12.5 million, or 19.3%,10.3%, from the sixnine months ended MarchJune 29,28, 2025 to $91.0$134.0 million. Net income increased primarily as a result of the increase in operating income, partially offset by the increase in tax expense as previously discussed.
Diluted earnings per share. Diluted earnings per share increaseddecreased to $1.82$1.58 for the three months ended AprilJuly 4, 2026 from $1.41$1.64 for the three months ended MarchJune 29,28, 2025, primarily as a result of increaseddecreased net income due to the factors discussed above.
Diluted earnings per share increased to $3.32$4.90 for the sixnine months ended AprilJuly 4, 2026 from $2.75$4.39 for the sixnine months ended MarchJune 29,28, 2025 primarily as a result of increased net income due to the factors discussed above.
We define ROIC as tax-effected operating income before restructuring and other charges divided by average invested capital over a rolling three-quarterfour-quarter period for the secondthird fiscal quarter. Invested capital is defined as equity plus debt and operating lease liabilities, less cash and cash equivalents. Other companies may not define or calculate ROIC in the same way. ROIC and other non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of our financial performance prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP").
We review our internal calculation of WACC annually. Our WACC is 9.0% for fiscal 2026 and 8.9% for fiscal 2025. By exercising discipline to generate ROIC in excess of our WACC, our goal is to create value for our shareholders. For the sixnine months ended AprilJuly 4, 2026, ROIC of 13.8%14.9% reflects an economic return of 4.8%,5.9%, based on our WACC of 9.0%, and for the sixnine months ended MarchJune 29,28, 2025, ROIC of 13.7%14.1% reflects an economic return of 4.8%,5.2%, based on our WACC of 8.9%.
Cash and cash equivalents and restricted cash were $303.2$314.6 million as of AprilJuly 4, 2026, as compared to $306.8 million as of September 27, 2025.
As of AprilJuly 4, 2026, 83%95% of our cash and cash equivalents balance was held outside of the U.S. by our foreign subsidiaries. Based on current expectations, we believe that our projected cash flows provided by operations, available cash and cash equivalents, potential borrowings under the Credit Facility, and our leasing capabilities should be sufficient to meet our working capital and fixed capital requirements, as well as execute our share repurchase authorization as management deems appropriate, for the next twelve months.
Operating Activities. Cash flows provided by operating activities were $13.1$39.0 million for the sixnine months ended AprilJuly 4, 2026, as compared to cash flows provided by operating activities of $90.3$117.2 million for the sixnine months ended MarchJune 29,28, 2025. The decrease was primarily due to cash flow improvements (reductions) of:
•$(170.7297.5) million in inventory cash flows driven by an increase in inventory associated with ramping programs in the sixnine months ended AprilJuly 4, 2026 compared to a decrease in inventory driven by inventory reduction efforts in the sixnine months ended MarchJune 29,28, 2025.
•$(45.746.6) million in other current and non-current asset cash flows primarily driven by an increase in prepaid amounts owed to us by governmental entities for taxes and other governmental obligations in the sixnine months ended AprilJuly 4, 2026 as compared to the sixnine months ended MarchJune 29,28, 2025 as well as an increase in prepayments to suppliers in the sixnine months ended AprilJuly 4, 2026 as compared to a decrease in the sixnine months ended MarchJune 29,28, 2025.
•$85.4 million in advanced payments from customers cash flows as prior year had a significant outflow of deposit returns due to inventory management efforts.
•$76.0 million in accounts payables cash flows primarily driven by the timing of materials procurement and payments to suppliers.
•$6.0 million in other, net primarily driven by lower payments for operating leases in the six months ended April 4, 2026 compared to the six months ended March 29, 2025.
•$5.9$(19.2) million in contract assets cash flows corresponding to changes in demand from over time customers.
•$182.5 million in accounts payables cash flows primarily driven by the timing of materials procurement and payments to suppliers.
•$145.7 million in advanced payments from customers cash flows as prior year had a significant outflow of deposit returns due to inventory management efforts.
•$16.4 million in other current and non-current liabilities cash flows primarily driven by an increase in other miscellaneous payables for the nine months ended July 4, 2026 as compared to a decrease in the nine months ended June 28, 2025 due to the timing of bank deposits and factoring.
•$14.4 million in stock based compensation expense primarily driven by stock accelerations from previously announced executive retirement agreements in the nine months ended July 4, 2026.
•$9.4 million in accrued income taxes payable driven by an increase in deferred income tax benefit in the nine months ended July 4, 2026 compared to the nine months ended June 28, 2025.
•$8.2 million in other, net primarily driven by lower payments for operating leases in the nine months ended July 4, 2026 compared to the nine months ended June 28, 2025.
As of AprilJuly 4, 2026, annualized cash cycle days decreased fourseven days compared to MarchJune 29,28, 2025 due to the following:
Days in accounts receivable for the three months ended AprilJuly 4, 2026 decreased twothree days compared to the three months ended MarchJune 29,28, 2025. The decrease is primarily attributable to the timing of customer shipments and payments as well as the mix of customer payment terms.
Days in contract assets for the three months ended AprilJuly 4, 2026 remained flat compared to the three months ended MarchJune 29,28, 2025.
Days in inventory for the three months ended AprilJuly 4, 2026 decreased twelve days compared to the three months ended MarchJune 29,28, 2025. The decrease is primarily attributable to increased net sales and continued inventory management efforts.
PLXS 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 15 filings (6 insiders, 18 trade dates, 31,481 shares, about $8.3M; 9 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -31,481 (purchases minus sales); net value about -$8.3M.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 |
|---|---|---|---|---|---|
| 2026-09-16 | Kelsey Todd P. |
Open-market sale |
1,500 | $242.41 | $363.6K |
| 2026-09-15 | Abuhl David Westen |
Option exercise | 2,500 | — | — |
| 2026-09-15 | Abuhl David Westen |
Shares withheld for tax | 800 | $238.53 | $190.8K |
| 2026-08-31 | Rapp Karen Marie |
Open-market sale |
500 | $240.87 | $120.4K |
| 2026-08-19 | Kelsey Todd P. |
Open-market sale |
681 | $251.09 | $171.0K |
| 2026-08-19 | Kelsey Todd P. |
Open-market sale |
500 | $252.23 | $126.1K |
| 2026-08-19 | Kelsey Todd P. |
Open-market sale |
319 | $248.79 | $79.4K |
| 2026-08-11 | Schrock Michael V |
Open-market sale |
4,000 | $275.00 | $1.1M |
| 2026-07-15 | Kelsey Todd P. |
Open-market sale |
1,000 | $261.07 | $261.1K |
| 2026-07-15 | Kelsey Todd P. |
Open-market sale |
500 | $260.51 | $130.3K |
| 2026-06-17 | Kelsey Todd P. |
Open-market sale |
748 | $295.15 | $220.8K |
| 2026-06-17 | Kelsey Todd P. |
Open-market sale |
300 | $294.19 | $88.3K |
| 2026-06-17 | Kelsey Todd P. |
Open-market sale |
100 | $292.11 | $29.2K |
| 2026-06-17 | Kelsey Todd P. |
Open-market sale |
352 | $296.09 | $104.2K |
| 2026-06-05 | Running Michael J. |
Open-market sale | 510 | $272.17 | $138.8K |
| 2026-06-03 | Kelsey Todd P. |
Open-market sale | 1,000 | $290.00 | $290.0K |
| 2026-06-01 | Rapp Karen Marie |
Open-market sale |
500 | $270.00 | $135.0K |
| 2026-05-27 | Kelsey Todd P. |
Open-market sale | 1,000 | $274.75 | $274.8K |
| 2026-05-20 | Kelsey Todd P. |
Open-market sale |
800 | $253.26 | $202.6K |
| 2026-05-20 | Kelsey Todd P. |
Open-market sale |
700 | $252.20 | $176.5K |
| 2026-05-11 | Tan Victor (Pang Hau) |
Open-market sale | 3,000 | $271.23 | $813.7K |
| 2026-05-08 | Ninivaggi Angelo Michael Jr |
Open-market sale | 224 | $266.01 | $59.6K |
| 2026-05-08 | Ninivaggi Angelo Michael Jr |
Open-market sale | 1,562 | $265.18 | $414.2K |
| 2026-05-08 | Ninivaggi Angelo Michael Jr |
Open-market sale | 1,484 | $264.11 | $391.9K |
| 2026-05-07 | Ninivaggi Angelo Michael Jr |
Open-market sale | 945 | $263.66 | $249.2K |
| 2026-05-07 | Ninivaggi Angelo Michael Jr |
Open-market sale | 1,294 | $262.43 | $339.6K |
| 2026-05-07 | Ninivaggi Angelo Michael Jr |
Open-market sale | 59 | $264.38 | $15.6K |
| 2026-05-06 | Jermain Patrick John |
Discretionary | 3,815 | $268.94 | $1.0M |
| 2026-05-06 | Kelsey Todd P. |
Open-market sale | 1,000 | $270.75 | $270.8K |
| 2026-05-05 | Kelsey Todd P. |
Open-market sale | 1,000 | $267.10 | $267.1K |
| 2026-05-05 | Kelsey Todd P. |
Open-market sale | 1,000 | $269.50 | $269.5K |
| 2026-05-05 | Kelsey Todd P. |
Open-market sale | 1,000 | $268.75 | $268.8K |
| 2026-05-04 | Kelsey Todd P. |
Open-market sale | 1,000 | $265.15 | $265.1K |
| 2026-05-04 | Kelsey Todd P. |
Open-market sale | 1,403 | $263.00 | $369.0K |
| 2026-04-15 | Kelsey Todd P. |
Open-market sale |
1,500 | $224.09 | $336.1K |
Well-known investors holding PLXS (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 107,320 | $32.3M | 0.02% | Reduced 65% |
| D. E. Shaw & Co. | 2026-06-30 | 96,425 | $29.0M | 0.02% | Reduced 41% |
| First Eagle Investment Management | 2026-06-30 | 92,077 | $27.7M | 0.05% | Added 36% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 70,417 | $21.2M | 0.01% | Added 100% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 65,270 | $19.6M | 0.01% | Added 1% |
| Renaissance Technologies | 2026-06-30 | 64,693 | $19.5M | 0.03% | Added 85% |
| Two Sigma Investments | 2026-06-30 | 36,849 | $11.1M | 0.01% | Reduced 53% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 1,219 | $366.5K | 0.0% | No change |