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Sonos Inc: Form 10-Q for the period ended Jun 28, 2025

Filed with the SEC on Aug 6, 2025 and accepted by EDGAR at Aug 6, 2025, 17:31 ET.

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Management's discussion and analysis

As filed, 41,953 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report.

We operate on a 52- week or 53- week fiscal year ending on the Saturday nearest September 30 each year. Our fiscal year is divided into four quarters of 13 weeks, each beginning on a Sunday and containing two 4-week periods followed by a 5-week period. An additional week is included in the fourth fiscal quarter approximately every five years to realign fiscal quarters with calendar quarters.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding future operations and performance, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "could," "would," "expect," "objective," "plan," "potential," "seek," "grow," "target," "if," and similar expressions intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations, objectives, restructuring efforts, cost initiatives, timing of certain tax impacts and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section titled "Risk Factors" set forth in Part I, Item 1A of the Annual Report and in our other SEC filings. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results may differ materially and adversely from those anticipated or implied in the forward-looking statements. You should read this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. Except as required by law, we do not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

Overview

Sonos is one of the world's leading sound experience brands.

We pioneered multi-room, wireless audio products, debuting the world’s first multi-room wireless sound system in 2005. In October 2024, we introduced Arc Ultra, our new premium soundbar debuting Sound Motion TM, our revolutionary transducer technology, and Sonos Sub 4, the next generation of our iconic subwoofer with a refreshed design and internals. Today, our product lineup includes wireless, portable, and home theater speakers, headphones, components, and accessories to address consumers’ evolving audio needs. We are known for delivering unparalleled sound, thoughtful design aesthetic, simplicity of use, and an open platform. Our platform has attracted a broad range of more than 100 streaming content providers, such as Apple Music, Spotify, Deezer, and Pandora. These partners find value in our independent platform and access to our millions of desirable and engaged customers. We frequently introduce new services and features across our platform, providing our customers with enhanced functionality, improved sound, and an enriched user experience. In May 2024, we launched an extensive redesign of our Sonos app. We rebuilt the app from the ground up with the purpose of improving the user experience through a modern user interface and to provide a modular developer platform allowing us to drive more innovation faster in the future. We are committed to continuous technological innovation as reflected in our growing global patent portfolio. We believe our patents comprise the foundational intellectual property for wireless multi-room and other audio technologies.

We generate revenue from the sale of our Sonos speaker products, including wireless speakers, home theater speakers and beginning in June 2024, headphones, from our Sonos system products, including our component products, and from partner products and other revenue, including Sonos and third-party accessories and partnerships.

On July 22, 2025, our board of directors appointed Tom Conrad as our new Chief Executive Officer, following his tenure as interim Chief Executive Officer since January 13, 2025. Under Mr. Conrad's direction, we have significantly improved our software products, reorganized our operations to improve our efficiency and effectiveness and recommitted to delivering the kind of premium experience our customers expect. With every new product, software feature and integration, the Sonos platform becomes more powerful and provides greater value to our customers.

During the second half of fiscal 2024, we started a cost transformation initiative aimed at optimizing our investments for sustainable, long-term growth and to enhance our agility. We've taken steps to streamline, reorganize and flatten our organizational structures, including workforce reductions of approximately 6% in August 2024 (the "2024 restructuring plan") and approximately 12% in

February 2025 (the "2025 restructuring plan") which are expected to result in approximately $20 million in savings during the remainder of fiscal 2025. See Note 13. Restructuring and Other Charges in the notes to condensed consolidated financial statements for further information. Furthermore, we remain focused on additional transformation efforts to improve both our operational efficiency and effectiveness. Additionally, during the third quarter of fiscal 2025, we began the process of exiting a partnership with one of our contract manufacturers to consolidate and improve supply chain efficiency. We expect to complete this exit with minimal disruption to our business by the second quarter of fiscal 2026. This exit did not impact the third quarter fiscal 2025. We continue to maintain diversified contract manufacturing partnerships.

Macroeconomic environment

Our business and financial performance depend significantly on worldwide economic conditions. We face global macroeconomic challenges such as inflation, ongoing geopolitical conflicts, uncertainty in the markets, volatility in exchange rates, low or negative growth in certain regions, declining consumer sentiment of international customers towards U.S.-based companies as a result of U.S. trade policy, and uncertainty in consumer demand. In addition, our business may be adversely impacted by the potential expansion of tariffs on goods imported into the U.S., as well as any retaliatory tariffs or policies enacted in other countries.

Global economic and political conditions and uncertainties, including global trade tensions, have caused and may continue to cause volatility in demand for our products as well as cost of materials and logistics, and as a result may impact our results of operations. We are continuing to evaluate and implement mitigating actions, including taking measures to manage our expenses and contain costs, leveraging our supply chain flexibility and evaluating potential pricing and promotion strategies.

For additional information, see Part II, Item 1A "Risk Factors."

Key Metrics

In addition to the measures presented in our condensed consolidated financial statements, we use the following key metrics to evaluate our business, measure our performance, identify trends affecting our business and assist us in making operational and strategic decisions. Our key metrics are total revenue, products sold, Adjusted EBITDA, and Adjusted EBITDA margin. The most directly comparable financial measure calculated under U.S. GAAP for Adjusted EBITDA is net income (loss). The most directly comparable financial measure calculated under U.S. GAAP for Adjusted EBITDA margin is net income (loss) margin.

(In thousands, except percentages)

Three Months Ended June 28, 2025 June 29, 2024 Nine Months Ended June 28, 2025 June 29, 2024
Total revenue $344,764 $397,146 $1,155,376 $1,262,676
Products sold 1,078 1,280 3,696 4,135
Net income (loss) $(3,379) $3,709 (23,286) 14,947
Net income (loss) margin(1) (1.0%) 0.9% (2.0%) 1.2%
Adjusted EBITDA(2) $35,589 $48,906 125,936 130,506
Adjusted EBITDA margin(2) 10.3% 12.3% 10.9% 10.3%

(1) Net income (loss) margin is calculated by dividing net income (loss) by revenue.

(2) For additional information regarding Adjusted EBITDA and Adjusted EBITDA margin (which are non-GAAP financial measures), including reconciliations of net income (loss) to Adjusted EBITDA, see the section titled "Non-GAAP Financial Measures" below.

Products Sold

Products sold represents the number of products that are sold during a period, net of returns and includes units sold from the Sonos speakers and Sonos system products categories, and module units sold through our partnerships from our Partner products and other revenue category. Growth rates between products sold and revenue are not perfectly correlated because our revenue is affected by other variables, such as the mix of products sold during the period, promotional discount activity, the introduction of new products that may have higher or lower than average selling prices, changes to selling prices, the impact of foreign exchange rate fluctuations, as well as the impact of recognition of previously deferred revenue.

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements presented in accordance with U.S. GAAP, we use Adjusted EBITDA, Adjusted EBITDA margin, and constant currency which are non-GAAP financial measures. We use these non-GAAP financial measures to evaluate our operating performance and trends and make planning decisions. We believe that these non-GAAP financial measures help identify underlying trends in our business that could otherwise be masked by the effect of the expenses and other items that we exclude from these non-GAAP financial measures. Accordingly, we believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to a key financial metric used by our management in its financial and operational decision-making.

We define Adjusted EBITDA as net income (loss) adjusted to exclude the impact of depreciation and amortization, stock-based compensation expense, interest income, interest expense, other income (expense), income taxes, legal and transaction related costs, restructuring and other costs, and other items that we do not consider representative of underlying operating performance. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue.

We present percentage sales growth in constant currency to show performance unaffected by fluctuations in currency exchange rates. We calculate constant currency growth percentages by translating our current period financial results using the prior period average currency exchange rates and comparing these amounts to our prior period reported results.

These non-GAAP financial measures are not based on standardized methodology prescribed by U.S. GAAP and are not necessarily comparable to similarly titled measures presented by other companies. Furthermore, other companies may not publish these or similar metrics. These metrics may also have certain limitations as they do not include the impact of certain expenses that are reflected in our condensed consolidated statements of operations and comprehensive income, including stock-based compensation, which has been and will continue to be, a significant recurring expense for our business and an important part of our compensation strategy. Because of these limitations, these non-GAAP financial measures should be considered along with other operating and financial performance measures presented in accordance with U.S. GAAP.

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA:

(In thousands, except percentages)

Three Months Ended June 28, 2025 June 29, 2024 Nine Months Ended June 28, 2025 June 29, 2024
Net income (loss) $(3,379) $3,709 $(23,286) $14,947
Add (deduct):
Depreciation and amortization 15,879 12,032 48,657 35,154
Stock-based compensation expense 19,352 21,930 64,789 64,961
Interest income (1,572) (2,629) (5,406) (9,638)
Interest expense 117 106 336 333
Other (income) expense, net (661) 2,464 5,176 (4,507)
Provision for income taxes 2,566 8,939 7,121 20,188
Legal and transaction related costs(1) 1,306 1,062 2,928 7,202
Restructuring and other charges(2) 1,981 1,293 25,621 1,866
Adjusted EBITDA $35,589 $48,906 $125,936 $130,506
Revenue $344,764 $397,146 $1,155,376 $1,262,676
Net income (loss) margin (1.0%) 0.9% (2.0%) 1.2%
Adjusted EBITDA margin 10.3% 12.3% 10.9% 10.3%

(1) Legal and transaction-related costs consist of expenses related to our intellectual property ("IP") litigation against Alphabet and Google, as well as legal and transaction costs associated with our acquisition activity, which we do not consider representative of our underlying operating performance.

(2) Restructuring and other charges for the three and nine months ended June 28, 2025, primarily reflect costs associated with our cost transformation initiative including the 2025 restructuring plan and rationalization of our product roadmap, as well as non- recurring CEO transition costs related to modifications to equity awards. See Note 13. Restructuring and Other Charges in the notes to condensed consolidated financial statements for further information.

Results of Operations

Comparison of the three and nine months ended June 28, 2025 and June 29, 2024

Revenue by Product

Comparison of the three and nine months ended June 28, 2025 and June 29, 2024

(In thousands)

Three Months Ended June 28, 2025 June 29, 2024 Change $% Nine Months Ended June 28, 2025 June 29, 2024 Change $%
Sonos speakers $253,669 $301,105 $(47,436) (15.8)% $915,330 $991,378 $(76,048) (7.7)%
% of total revenue 73.6% 75.8% 79.2% 78.5%
Sonos system products 73,179 75,186 (2,007) (2.7) 183,993 $209,013 (25,020) (12.0)
% of total revenue 21.2% 18.9% 15.9% 16.6%
Partner products and other revenue 17,916 20,855 (2,939) (14.1) 56,053 $62,285 (6,232) (10.0)
% of total revenue 5.2% 5.3% 4.9% 4.9%
Total revenue $344,764 $397,146 $(52,382) (13.2)% $1,155,376 $1,262,676 $(107,300) (8.5)%
Volume data (products sold in thousands) Units% Units%
Total products sold 1,078 1,280 (202) (15.8)% 3,696 4,135 (439) (10.6)%

We generate substantially all of our revenue from the sale of Sonos speakers and Sonos system products. We also generate a portion of revenue from Partner products and other revenue sources, including accessories such as speaker stands and wall mounts, and architectural speakers from our Sonance partnership.

Total revenue decreased $52.4 million, or 13.2%, for the three months ended June 28, 2025 compared to the three months ended June 29, 2024, primarily due to lapping the launch of Ace in the previous year and softer demand due to challenging market conditions, partially offset by the introduction of Arc Ultra in October 2024.

Sonos speakers revenue represented 73.6% of total revenue for the three months ended June 28, 2025 and decreased 15.8% compared to the three months ended June 29, 2024, primarily driven by expected declines in sales of Arc, lapping the launch of Ace, and softer demand due to challenging market conditions, partially offset by the introduction of Arc Ultra. Sonos system products represented 21.2% of total revenue for the three months ended June 28, 2025 and decreased 2.7% compared to the three months ended June 29, 2024. Partner products and other revenue represented 5.2% of total revenue for the three months ended June 28, 2025 and decreased 14.1% compared to the three months ended June 29, 2024.

The volume of products sold decreased 15.8% for the three months ended June 28, 2025 compared to the three months ended June 29, 2024, consistent with the decline in revenue.

Total revenue decreased $107.3 million, or 8.5%, for the nine months ended June 28, 2025 compared to the nine months ended June 29, 2024, primarily due to softer demand due to market conditions and challenges resulting from our 2024 app rollout, partially offset by the introduction of Arc Ultra in October 2024.

Sonos speakers revenue represented 79.2% of total revenue for the nine months ended June 28, 2025 and decreased 7.7% compared to the nine months ended June 29, 2024, primarily driven by expected declines in sales of Arc and Sonos One, as well as Move and Beam. These declines were partially offset by the introduction of Arc Ultra, as well as Era 100. Sonos system products represented 15.9% of total revenue for the nine months ended June 28, 2025 and decreased 12.0% compared to the nine months ended June 29, 2024, due to lower sales to our installed solutions channel. Partner products and other revenue represented 4.9% of total revenue for the nine months ended June 28, 2025 and decreased 10.0% compared to the nine months ended June 29, 2024.

The volume of products sold decreased 10.6% for the nine months ended June 28, 2025 compared to the nine months ended June 29, 2024, consistent with the decline in revenue.

Revenue by Region

The following table presents the change in revenue for the three and nine months ended June 28, 2025 compared with the three and nine months ended June 29, 2024:

Three Months Ended June 28, 2025 Change (%) Constant Currency Change (%)(1) Nine Months Ended June 28, 2025 Change (%) Constant Currency Change (%)(1)
Americas (13.2)% (13.0)% (11.6)% (11.2)%
EMEA (12.3)% (16.4)% (2.3)% (3.5)%
APAC (17.4)% (15.7)% (4.2)% (3.4)%

(1) Constant currency is a financial measure that is not calculated in accordance with U.S. GAAP. For additional information, see the section titled "Non-GAAP Financial Measures" above.

Cost of Revenue and Gross Profit

Comparison of the three and nine months ended June 28, 2025 and June 29, 2024

(In thousands, except percentages)

Three Months Ended June 28, 2025 June 29, 2024 Change $% Nine Months Ended June 28, 2025 June 29, 2024 Change $%
Cost of revenue $195,040 $205,505 $(10,465) (5.1)% $650,637 $676,320 $(25,683) (3.8)%
Gross profit $149,724 $191,641 $(41,917) (21.9)% $504,739 $586,356 $(81,617) (13.9)%
Gross margin 43.4% 48.3% 43.7% 46.4%

Cost of Revenue

Cost of revenue consists of product costs, including costs of our contract manufacturers for production, components, shipping and handling, tariffs, duty costs, warranty replacement costs, packaging, fulfillment costs, manufacturing and tooling equipment depreciation, warehousing costs, hosting costs, and excess and obsolete inventory write-downs. It also includes licensing costs, such as royalties to third parties, and attributable amortization of acquired developed technology. In addition, we allocate certain costs related to management and facilities, personnel-related expenses, and supply chain logistic costs. Personnel-related expenses consist of salaries, bonuses, benefits, and stock-based compensation expenses.

Cost of revenue decreased $10.5 million, or 5.1%, for the three months ended June 28, 2025 compared to the three months ended June 29, 2024, primarily due to a decrease in products sold and a decrease in product and material costs, partially offset by an increase in inventory-related write-downs.

Cost of revenue decreased $25.7 million, or 3.8%, for the nine months ended June 28, 2025 compared to the nine months ended June 29, 2024, primarily due to a decrease in products sold as well as a decrease in product and material costs, partially offset by a shift into higher cost products, the impact of reorganization efforts, and increased depreciation and amortization primarily related to the completion of our Mayht in-process research and development project and related reclassification into finite-lived intangible assets.

Gross Margin

Our gross margin fluctuates from period to period based on a number of factors, including the mix of products we sell, the mix of channels through which we sell our products, fluctuations of our product and material cost savings, fluctuations in our product and material and logistics markets, product pricing strategies and promotional activity, the foreign currency in which our products are sold, and tariffs and duty costs implemented by governmental authorities.

Gross margin decreased 490 basis points for the three months ended June 28, 2025 compared to the three months ended June 29, 2024, primarily due to an increase in inventory-related write-downs, the impact of reorganization efforts, and deleverage resulting from lower revenue, partially offset by a decrease in product and material costs.

Gross margin decreased 270 basis points for the nine months ended June 28, 2025 compared to the nine months ended June 29, 2024, primarily due to the impact of reorganization efforts, unfavorable channel mix, an increase in inventory-related write-downs, increased depreciation and amortization primarily related to the completion of our Mayht in-process research and development project and related reclassification into finite-lived intangible assets, partially offset by decreased product and material costs and favorable product mix.

Operating Expenses

Comparison of the three and nine months ended June 28, 2025 and June 29, 2024

(Dollars in thousands)

Three Months Ended June 28, 2025 June 29, 2024 Change $% Nine Months Ended June 28, 2025 June 29, 2024 Change $%
Research and development $59,750 $74,223 $(14,473) (19.5%) $218,011 $233,780 $(15,769) (6.7%)
Less restructuring and other charges(1) (824) 478 (1,302) * 11,882 801 11,081 *
Research and development, net of restructuring and other charges $60,574 $73,745 $(13,171) (17.9%) $206,129 $232,979 $(26,850) (11.5%)
Sales and marketing $62,576 $71,643 $(9,067) (12.7)% $213,430 $217,428 $(3,998) (1.8)%
Less restructuring and other charges(1) 1,038 185 853 * 3,831 297 3,534 *
Sales and marketing, net of restructuring and other charges $61,538 $71,458 $(9,920) (13.9)% $209,599 $217,131 $(7,532) (3.5)%
General and administrative $30,327 $33,186 $(2,859) (8.6)% $89,357 $113,825 $(24,468) (21.5)%
Less restructuring and other charges(1) 2,281 630 1,651 * 6,488 768 5,720 *
General and administrative, net of restructuring and other charges $28,046 $32,556 $(4,510) (13.9)% $82,869 $113,057 $(30,188) (26.7)%
Operating expenses $152,653 $179,052 $(26,399) (14.7)% $520,798 $565,033 $(44,235) (7.8)%
Less restructuring and other charges(1) 2,495 1,293 1,202 93.0 22,201 1,866 20,335 *
Operating expenses, net of restructuring and other charges $150,158 $177,759 $(27,601) (15.5)% $498,597 $563,167 $(64,570) (11.5)%
* Not meaningful

(1) Restructuring and other charges for the three and nine months ended June 28, 2025, primarily reflect costs associated with our cost transformation initiative including the 2025 restructuring plan and rationalization of our product roadmap, as well as non-recurring CEO transition costs related to modifications to equity awards. See Note 13. Restructuring and Other Charges in the notes to condensed consolidated financial statements for further information.

Research and Development

Research and development expenses consist primarily of personnel-related expenses, consulting and contractor expenses, tooling, test equipment, prototype materials, and related overhead costs. To date, software development costs have been expensed as incurred because the period between achieving technological feasibility and the release of the software has been short and development costs qualifying for capitalization have been insignificant.

Research and development expenses excluding restructuring and other costs decreased $13.2 million, or 17.9%, for the three months ended June 28, 2025, compared to the three months ended June 29, 2024. This decrease was primarily driven by lower personnel-related costs due to lower headcount, our reorganization efforts, and timing of product development costs.

Research and development expenses excluding restructuring and other costs decreased $26.9 million, or 11.5%, for the nine months ended June 28, 2025, compared to the nine months ended June 29, 2024. This decrease was primarily driven by lower personnel-related costs due to lower headcount and our reorganization efforts.

Sales and Marketing

Sales and marketing expenses consist primarily of advertising and marketing activity for our products and personnel-related expenses, depreciation for product displays, as well as related maintenance and repair expenses, customer experience expenses, revenue related sales fees from our direct-to-consumer business, and related overhead costs.

Sales and marketing expenses excluding restructuring and other costs decreased $9.9 million, or 13.9%, for the three months ended June 28, 2025, compared to the three months ended June 29, 2024. This decrease was primarily driven by lower marketing costs compared to the prior year when we incurred costs associated with our launch of Sonos Ace in June 2024, and lower personnel-related costs due to lower headcount, partially offset by increased depreciation costs associated with our product displays.

Sales and marketing expenses excluding restructuring and other costs decreased $7.5 million, or 3.5%, for the nine months ended June 28, 2025, compared to the nine months ended June 29, 2024. This decrease was primarily driven by lower marketing costs compared to the prior year when we incurred costs associated with our launch of Sonos Ace in June 2024, lower personnel-related costs due to lower headcount, partially offset by increased depreciation costs associated with our product displays, and increased investment in customer experience.

General and Administrative

General and administrative expenses consist of administrative personnel-related expenses for our information technology, finance, legal, human resources, and similar personnel, as well as the costs of professional services, information technology, litigation, patents, related overhead, and other administrative expenses.

General and administrative expenses excluding restructuring and other costs decreased $4.5 million, or 13.9%, for the three months ended June 28, 2025, compared to the three months ended June 29, 2024. This decrease was primarily driven by lower personnel-related costs due to lower headcount, and lower professional and information technology costs as a result of our cost transformation efforts.

General and administrative expenses excluding restructuring and other costs decreased $30.2 million, or 26.7%, for the nine months ended June 28, 2025, compared to the nine months ended June 29, 2024. This decrease was primarily driven by lower personnel-related costs due to lower headcount, and lower professional and information technology costs as a result of our cost transformation efforts.

Interest Income, Interest Expense, and Other Income (Expense), Net

Comparison of the three and nine months ended June 28, 2025 and June 29, 2024

(In thousands, except percentages)

Three Months Ended June 28, 2025 June 29, 2024 Change $% Nine Months Ended June 28, 2025 June 29, 2024 Change $%
Interest income $1,572 $2,629 $(1,057) (40.2%) $5,406 $9,638 $(4,232) (43.9%)
Interest expense (117) (106) (11) 10.4 (336) (333) (3) 0.9
Other income (expense), net 661 (2,464) 3,125 (126.8) (5,176) 4,507 (9,683) (214.8)
Total other income, net $2,116 $59 $2,057 * $(106) $13,812 $(13,918) (100.8)%
* not meaningful

Interest income consists primarily of interest income earned on our cash, cash equivalents, and marketable securities balances. Interest expense consists primarily of interest expense associated with our debt financing arrangements and amortization of debt issuance costs. Other income, net consists primarily of our foreign currency exchange gains and losses relating to transactions and remeasurement of asset and liability balances denominated in currencies other than the U.S. dollar. We expect our foreign currency gains and losses to continue to fluctuate in the future due to changes in foreign currency exchange rates.

Interest income for the three months ended June 28, 2025 compared to the three months ended June 29, 2024, decreased due to lower cash balances. Interest expense for the three months ended June 28, 2025 compared to the three months ended June 29, 2024, remained relatively consistent. Other income (expense), net for the three months ended June 28, 2025 compared to the three months ended June 29, 2024, increased from other expenses of $2.5 million for the three months ended June 29, 2024 to other income of $0.7 million for the three months ended June 28, 2025 due to foreign currency exchange fluctuations.

Interest income for the nine months ended June 28, 2025 compared to the nine months ended June 29, 2024, decreased due to lower cash balances. Other income (expense), net for the nine months ended June 28, 2025 compared to the nine months ended June 29, 2024, decreased from other income of $4.5 million for the nine months ended June 29, 2024 to other expense of $5.2 million for the nine months ended June 28, 2025 due to foreign currency exchange fluctuations.

Provision for Income Taxes

Comparison of the three and nine months ended June 28, 2025 and June 29, 2024

(In thousands, except percentages)

Three Months Ended June 28, 2025 June 29, 2024 Change $% Nine Months Ended June 28, 2025 June 29, 2024 Change $%
Provision for income taxes $2,566 $8,939 $(6,373) (71.3)% $7,121 $20,188 $(13,067) (64.7)%

We are subject to income taxes in the United States and foreign jurisdictions in which we operate. Foreign jurisdictions have statutory tax rates different from those in the United States. Accordingly, our effective tax rate will vary depending on jurisdictional mix of earnings, and changes in tax laws. In addition, certain U.S. tax regulations subject the earnings of our non-U.S. subsidiaries to current taxation in the United States. Our effective tax rate will be impacted by our ability to claim deductions and foreign tax credits to offset the taxation of foreign earnings in the United States. On July 4, 2025, H.R.1, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was enacted. We continue to evaluate the bill's impact on our consolidated financial statements.

We recognized tax provisions of $2.6 million and $8.9 million for the three months ended June 28, 2025 and ended June 29, 2024, respectively. This decrease was driven by a change in the prescribed U.S. GAAP method to calculate the interim income tax provision for the period ending June 28, 2025 versus the discrete method used to calculate the income tax provision for the period ending June 29, 2024.

For the three months ended June 28, 2025, we utilized the AETR method to calculate separate U.S. and foreign income tax provisions. Separate U.S. and non-U.S. AETRs were calculated in accordance with interim U.S. GAAP reporting requirements since, unlike the prior year, small fluctuations in forecasted pre-tax income (loss) are not expected to have a material impact on the estimated U.S. AETR. For the three months ended June 29, 2024, we calculated our U.S. income tax provision using the discrete method as though the interim period was an annual period, since minor deviations in the projected pre-tax loss in the U.S. could have resulted in a disproportionate and unreliable effective tax rate under the AETR method.

We recognized tax provisions of $7.1 million and $20.2 million for the nine months ended June 28, 2025 and June 29, 2024, respectively. This decrease was driven by a change in the prescribed U.S. GAAP method to calculate the interim income tax provision for the period ending June 28, 2025 versus the method used to calculate the income tax provision for the period ending June 29, 2024.

Liquidity and Capital Resources

Our operations are financed primarily through cash flows from operating activities. As of June 28, 2025, our principal sources of liquidity consisted of cash flows from operating activities, cash and cash equivalents of $201.3 million, including $91.8 million held by our foreign subsidiaries, marketable securities of $52.7 million, proceeds from the exercise of stock options, and borrowing capacity under the credit facility under our Revolving Credit Agreement. In accordance with our policy, the undistributed earnings of our non-U.S. subsidiaries remain indefinitely reinvested outside of the United States as of June 28, 2025, as they are required to fund needs outside of the United States. In the event funds from foreign operations are needed to fund operations in the United States and if U.S. tax has not already been previously provided, we may be required to accrue and pay additional U.S. taxes to repatriate these funds.

We believe our existing cash and cash equivalent balances, cash flows from operations and committed credit lines will be sufficient to meet our long-term working capital and capital expenditure needs for at least the next 12 months. We hold our cash with a diverse group of major financial institutions and have processes and safeguards in place to manage our cash balances and mitigate the risk of loss. In October 2021, we entered into the Revolving Credit Agreement, which allows us to borrow up to $100 million, with a maturity date of October 2026. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, our planned sales and marketing activities, the timing of new product introductions, our potential merger and acquisition activity, market acceptance of our products, and overall economic conditions. To the extent that current and anticipated sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in increased dilution to our stockholders. If we were to incur additional debt financing, it would result in increased debt service obligations and the instruments governing such debt could require additional operating and financing covenants that would restrict our operations.

Debt Obligations

On October 13, 2021, we entered into the Revolving Credit Agreement. The Revolving Credit Agreement provides for (i) a five year senior secured revolving credit facility in the amount of up to $100 million and (ii) an uncommitted incremental facility subject to certain conditions. Proceeds are to be used for working capital and general corporate purposes. The facility may be drawn as an Alternative Base Rate Loan (at 1.00% plus an applicable margin) or Term Benchmark Loan (SOFR plus an applicable margin). We must also pay (i) an unused commitment fee ranging from 0.200% to 0.275% per annum of the average daily unused portion of the aggregate revolving credit commitment under the agreement and (ii) a per annum fee equal to the applicable margin over SOFR multiplied by the aggregate face amount of outstanding letters of credit. As of June 28, 2025, we did not have any outstanding borrowings and had $2.4 million in undrawn letters of credit that reduce the availability under the Revolving Credit Agreement.

Our obligations under the Revolving Credit Agreement are secured by substantially all of our assets. The Revolving Credit Agreement contains customary representations and warranties, customary affirmative and negative covenants, a financial covenant that is tested quarterly and requires us to maintain a certain consolidated leverage ratio, and customary events of default. As of June 28, 2025, we were in compliance with all financial covenants under the Revolving Credit Agreement.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

(In thousands)

Net cash provided by (used in): Nine Months Ended June 28, 2025 June 29, 2024
Operating activities $133,948 $227,640
Investing activities (24,167) (88,153)
Financing activities (78,703) (133,184)
Effect of exchange rate changes 463 580
Net increase in cash and cash equivalents $31,541 $6,883

Cash flows from operating activities

Net cash provided by operating activities of $133.9 million for the nine months ended June 28, 2025, consisted of net loss of $23.3 million, non-cash adjustments of $133.0 million, and a favorable impact of net changes in operating assets and liabilities of $24.3 million. Non-cash adjustments primarily consisted of stock-based compensation expense, depreciation and amortization, as well as non-cash restructuring and other charges. The net increase in cash from the change in operating assets and liabilities was primarily due to a decrease in inventories of $106.2 million due to seasonality and as the result of measures taken to more efficiently manage inventory, a decrease in other assets of $11.6 million, and an increase in accrued compensation of $10.4 million. The net increase in cash from the change in operating assets and liabilities was partially offset by a decrease in accounts payable of $55.3 million due to lower inventory purchases, and an increase in accounts receivable of $49.0 million.

Cash flows from investing activities

Cash used in investing activities of $24.2 million for the nine months ended June 28, 2025, primarily consisted of the purchases of marketable securities of $43.9 million and purchases of property and equipment of $23.4 million mainly related to point-of-sale product displays and manufacturing-related tooling and test equipment to support the launch of new products, partially offset by cash provided by maturities of marketable securities of $43.2 million.

Cash flows from financing activities

Cash used in financing activities of $78.7 million for the nine months ended June 28, 2025, primarily consisted of payments for repurchases of common stock of $60.6 million and payments for repurchases of common stock related to shares withheld for tax in connection with vesting of stock awards of $20.8 million, partially offset by proceeds from the exercise of stock options of $2.7 million.

Commitments and Contingencies

See Note 7. Commitments and Contingencies in the notes to condensed consolidated financial statements.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates.

Other than items discussed in Note 2 of our condensed consolidated financial statements, there have been no material changes to our critical accounting policies as compared to the critical accounting policies and significant judgments and estimates disclosed in our Annual Report on Form 10-K.

Market risk

As filed, 2,397 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

We are exposed to financial market risks, including changes in currency exchange rates and interest rates. For quantitative and qualitative disclosures about market risk, refer to Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K. Our exposure to market risk has not changed materially, except as follows:

Foreign Currency Risk

Our inventory purchases are primarily denominated in U.S. dollars. Our international sales are primarily denominated in foreign currencies and any movement in the exchange rate between the U.S. dollar and the currencies in which we conduct sales in foreign countries could have an impact on our revenue, principally for sales denominated in the euro and the British pound. A portion of our operating expenses are incurred outside the United States and are denominated in foreign currencies, which are also subject to foreign currency exchange rate fluctuations. In certain countries where we may invoice customers in the local currency our revenues benefit from a weaker dollar and are adversely affected by a stronger dollar. The opposite impact occurs in countries where we record expenses in local currencies. In those cases, our costs and expenses benefit from a stronger dollar and are adversely affected by a weaker dollar.

We have not entered into any material foreign exchange contracts or derivatives to hedge any foreign currency exposures. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. Our continued international expansion increases our exposure to exchange rate fluctuations and, as a result, such fluctuations could have a significant impact on our future results of operations.

For the three months ended June 28, 2025 and June 29, 2024, we recognized a gain from foreign currency exchange of $0.6 million and loss of $2.6 million, respectively. For the nine months ended June 28, 2025 and June 29, 2024, we recognized a loss from foreign currency exchange of $5.2 million and gain of $4.2 million, respectively. Based on transactions denominated in currencies other than the U.S. dollar as of June 28, 2025, a hypothetical adverse change of 10% would have resulted in an adverse impact on loss before provision for income taxes of approximately $4.3 million and $15.2 million for the three and nine months ended June 28, 2025.

Controls and procedures

As filed, 992 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Interim Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required under Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended ("Exchange Act") as of June 28, 2025. Based on that evaluation, the Interim Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this Quarterly Report on Form 10-Q.

Changes in Internal Control

There were no changes in our internal control over financial reporting in management's evaluation pursuant to Rule 13a-15(f) during the quarter ended June 28, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors

As filed, 621 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

Our operations and financial results are subject to various risks and uncertainties, including the factors discussed in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended September 28, 2024 and in Part II, Item 1A of in our Quarterly Report on Form 10-Q for the quarter ended March 29, 2025 (the “Second Quarter Form 10-Q”), which could adversely affect our business, reputation, financial condition and operating results, and affect the trading price of our common stock. There have been no material changes to the risk factors disclosed in our Annual Report and Second Quarter Form 10-Q.

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2025-06-28. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Revenue3 months2025-03-30 to 2025-06-28$344.8mus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax
Revenue9 months2024-09-29 to 2025-06-28$1.16bnus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax
Cost of revenue3 months2025-03-30 to 2025-06-28$195.0mus-gaap:CostOfGoodsAndServicesSold
Cost of revenue9 months2024-09-29 to 2025-06-28$650.6mus-gaap:CostOfGoodsAndServicesSold
Gross profit3 months2025-03-30 to 2025-06-28$149.7mus-gaap:GrossProfit
Gross profit9 months2024-09-29 to 2025-06-28$504.7mus-gaap:GrossProfit
Research and development3 months2025-03-30 to 2025-06-28$59.8mus-gaap:ResearchAndDevelopmentExpense
Research and development9 months2024-09-29 to 2025-06-28$218.0mus-gaap:ResearchAndDevelopmentExpense
Operating income3 months2025-03-30 to 2025-06-28−$2.9mus-gaap:OperatingIncomeLoss
Operating income9 months2024-09-29 to 2025-06-28−$16.1mus-gaap:OperatingIncomeLoss
Interest expense3 months2025-03-30 to 2025-06-28$117.0kus-gaap:InterestExpenseNonoperating
Interest expense9 months2024-09-29 to 2025-06-28$336.0kus-gaap:InterestExpenseNonoperating
Income tax3 months2025-03-30 to 2025-06-28$2.6mus-gaap:IncomeTaxExpenseBenefit
Income tax9 months2024-09-29 to 2025-06-28$7.1mus-gaap:IncomeTaxExpenseBenefit
Net income3 months2025-03-30 to 2025-06-28−$3.4mus-gaap:NetIncomeLoss
Net income9 months2024-09-29 to 2025-06-28−$23.3mus-gaap:NetIncomeLoss
Diluted EPS3 months2025-03-30 to 2025-06-28−$0.03us-gaap:EarningsPerShareDiluted
Diluted EPS9 months2024-09-29 to 2025-06-28−$0.19us-gaap:EarningsPerShareDiluted
Basic EPS3 months2025-03-30 to 2025-06-28−$0.03us-gaap:EarningsPerShareBasic
Basic EPS9 months2024-09-29 to 2025-06-28−$0.19us-gaap:EarningsPerShareBasic
Diluted shares (weighted)3 months2025-03-30 to 2025-06-28120,423,439 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Diluted shares (weighted)9 months2024-09-29 to 2025-06-28120,804,730 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Operating cash flow9 months2024-09-29 to 2025-06-28$133.9mus-gaap:NetCashProvidedByUsedInOperatingActivities
Capital expenditure9 months2024-09-29 to 2025-06-28$23.4mus-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Share repurchases9 months2024-09-29 to 2025-06-28$60.6mus-gaap:PaymentsForRepurchaseOfCommonStock
Cash and equivalentsAt period end2025-06-28$201.3mus-gaap:CashAndCashEquivalentsAtCarryingValue
Current assetsAt period end2025-06-28$503.1mus-gaap:AssetsCurrent
Total assetsAt period end2025-06-28$834.4mus-gaap:Assets
Current liabilitiesAt period end2025-06-28$315.6mus-gaap:LiabilitiesCurrent
Total liabilitiesAt period end2025-06-28$435.1mus-gaap:Liabilities
Shareholders' equityAt period end2025-06-28$399.3mus-gaap:StockholdersEquity

Source: SEC EDGAR, the filing index for accession 0001314727-25-000074. Last ingested by Listed: Oct 30, 2026, 12:37 ET. Listed shows no prices and gives no investment advice.