UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission file number: 001-43245

The Elmet Group Co.

(Exact name of registrant as specified in its charter)

(207) 518-6791

(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 26, 2026, there were 29,979,863 shares of common stock outstanding.

THE ELMET GROUP CO.

TABLE OF CONTENTS 

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Report”) contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Report, including, without limitation, statements regarding our future results of operations or financial condition, business strategy and plans, expansion plans and strategy, economic conditions, both generally and in particular in the regions in which we operate or plan to operate, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “consider,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Report, including, but not limited to, the following:

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Report. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Report to reflect events or circumstances after the date of this Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, “Company,” “we,” “us,” “our” and similar terms refer to The Elmet Group Co. and its subsidiaries, unless the context indicates otherwise.

PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statements

THE ELMET GROUP CO.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share data)

The accompanying notes are integral to the unaudited consolidated financial statements.

THE ELMET GROUP CO.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except share and per share data)

The accompanying notes are integral to the unaudited consolidated financial statements.

THE ELMET GROUP CO.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(UNAUDITED)

(in thousands)

The accompanying notes are integral to the unaudited consolidated financial statements.

THE ELMET GROUP CO.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except for share data)

The accompanying notes are integral to the unaudited consolidated financial statements.

THE ELMET GROUP CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

The accompanying notes are integral to the unaudited consolidated financial statements.

THE ELMET GROUP CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BUSINESS AND ORGANIZATION

Description of the Business

The accompanying consolidated financial statements include the accounts of The Elmet Group Co. and its consolidated subsidiaries (collectively the “Company”). The Company operates the following business units:

The Company’s Critical Materials Components (“CMC”) division, which operates under the name Elmet Technologies, has manufacturing facilities in Lewiston, Maine, Euclid, Ohio and Coldwater, Michigan, was established in 1929 and is a United States owned and operated, fully integrated manufacturer of critical refractory materials specializing in tungsten, molybdenum, and specialized alloys such as heavy tungsten, titanium-zirconium-molybdenum, HCT (potassium doped) molybdenum and lanthanated molybdenum. The CMC division’s products are primarily used in high-temperature, high-stress industrial and technological applications such as satellites, missiles, hypersonic weapons, submarines, advanced missile and drone fragmentation, nuclear fission, nuclear fusion development, aircraft, medical imaging, advanced electronics, semiconductor equipment, heat treatment furnaces, vacuum processing, and glass manufacturing industries. The CMC division’s offerings also include specialized precision machining and fabrication services of its metals.

The Company’s Engineered Microwave Products (“EMP”) division, which operates under the name Microwave Techniques, has manufacturing facilities in Gorham, Maine, Nashua, New Hampshire, and Hamburg, Germany. The EMP division provides a mix of highly engineered radio frequency (“RF”) systems, components and engineering services. The EMP division’s products include a wide range of RF generators, waveguides and coaxial components, ultra-high vacuum components, and industrial microwave systems. The EMP division products are primarily used in missile tracking systems, directed energy systems, nuclear fusion development, aircraft, radar systems, medical imaging, semiconductor equipment, vacuum processing, synthetic diamond manufacturing and high temperature material and food processing industries. The EMP division also provides engineered components to multiple national, collegiate and international physics laboratories in support of high energy research.

Polymer Laboratories LLC (“Poly Labs”) was a consolidated subsidiary, majority-owned by the Company’s wholly-owned subsidiary, Anania & Associates, which operated a manufacturing facility in Lewiston, Maine and manufactured highly engineered and molded polyurethane, self-skinning polyurethane, and small precise-pour polyurethane. Anania & Associates divested its interest in Poly Labs to Anania & Associates’ individual stockholders on October 1, 2025 and is classified as discontinued operations within these consolidated financial statements. See Note 5 – Discontinued Operations for more details.

Reorganization

On January 2, 2026, the Company effected a reorganization (the “Reorganization”) whereby Anania & Associates and its noncontrolling interest holders contributed their ownership interests in Anania & Associates and its consolidated subsidiaries in exchange for shares of common stock in the Company. The Reorganization was a reorganization of entities under common control as Anania & Associates and the Company were controlled by the Company’s Chief Executive Officer (“CEO”) before and after the Reorganization. As a result, the Reorganization was accounted for in a manner similar to a pooling of interests with the assets and liabilities of Anania & Associates and its consolidated subsidiaries being carried over at their historical amounts. The historical consolidated financial statements of Anania & Associates were retrospectively recast to reflect the results as if the Company owned Anania & Associates and its consolidated subsidiaries as of January 1, 2025. In connection with the Reorganization, Anania & Associates Investment Company LLC, an immaterial subsidiary of Anania & Associates, was no longer controlled by the Company and was deconsolidated on January 2, 2026. The deconsolidation was recognized as a spinoff and the impact of $0.5 million was recognized within equity. In connection with the Reorganization, the Company’s tax status changed from an S-corporation to a C-corporation.

Initial Public Offering

On April 23, 2026, the Company completed its initial public offering (“IPO”) of an aggregate of 9,857,142 shares of its common stock at a public offering price of $14.00 per share, which includes 1,285,714 sold by the Company pursuant to the exercise of the underwriters’ over-allotment option that was exercised in full. The IPO resulted in net proceeds to the Company of $128.2 million after deducting the underwriting discounts and commissions and before deducting offering costs of $2.7 million, which were charged to additional paid-in capital as a reduction of the net proceeds received from the IPO. In connection with the IPO, the Company also granted the representative of the underwriters, a warrant to purchase up to 147,857 shares of the Company’s common stock (the “Underwriter’s Warrant”) that has an exercise price equal to 125% of the public offering price of $14.00 per share, or $17.50 per share. The Underwriter’s Warrant is not exercisable for a period of 180 days following the IPO date and expires four years from the date of issuance, or April 24, 2030. In connection with the IPO, the Company redeemed all issued and outstanding shares of Class B common stock for less than $0.1 million and consolidated its two classes of common stock, Class A and Class B, into a single class of $0.001 par value common stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. The Company’s consolidated financial statements include the accounts of the Company and all entities that are wholly-owned by the Company. All significant intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements are presented in United States dollars, which represent the Company’s reporting currency. Unless otherwise noted, dollars are in thousands.

The accompanying consolidated balance sheet as of April 3, 2026, the consolidated statements of operations, the consolidated statements of comprehensive (loss) income and the consolidated statements of changes in stockholders’ equity for the three months ended April 3, 2026 and March 31, 2025, and the consolidated statements of cash flows for the three months ended April 3, 2026 and March 31, 2025 are unaudited. The consolidated balance sheet as of December 31, 2025 included herein is unaudited as it was derived from the audited consolidated balance sheet of Anania & Associates and subsidiaries (a/k/a The Elmet Group Co.) and as of December 31, 2025 due to the impact of the Reorganization.

The unaudited interim consolidated financial statements have been prepared on a basis consistent with the Anania & Associates and subsidiaries (a/k/a The Elmet Group Co.), except with respect to equity structure and taxes, audited annual consolidated financial statements as of and for the year ended December 31, 2025, and, in the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of April 3, 2026, the results of operations and comprehensive (loss) income for the three months ended April 3, 2026 and March 31, 2025, cash flows for the three months ended April 3, 2026 and March 31, 2025, and changes in stockholders’ equity for the three months ended April 3, 2026 and March 31, 2025. The financial data and other information disclosed in these notes related to the three months ended April 3, 2026 and March 31, 2025 are also unaudited. The results for the three months ended April 3, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026 or any other period. The accounting policies followed for the unaudited interim consolidated financial statements are consistent with the annual consolidated financial statements.

These unaudited consolidated financial statements should be read in conjunction with the Anania & Associates and subsidiaries (a/k/a The Elmet Group Co.) audited consolidated financial statements and the notes thereto for the year ended December 31, 2025, which are included in the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (“SEC”), as amended and supplemented, and declared effective on April 22, 2026.

Change in Fiscal Calendar

Beginning in fiscal 2026, the Company changed its fiscal calendar to adopt a 4-4-5 fiscal calendar, whereby each fiscal quarter consists of thirteen weeks grouped into two four-week months and one five-week month. This change was implemented to better align the Company’s accounting operations with quarterly public reporting requirements and to improve comparability of financial performance. Under the new fiscal calendar, the Company’s fiscal year ends on the Friday closest to December 31st. The Company’s last fiscal year-end under the prior calendar-year convention was December 31, 2025, and fiscal periods beginning January 1, 2026 are reported under the new 4-4-5 fiscal calendar. As a result of this change, the Company’s fiscal quarter ended April 3, 2026, includes an additional number of days compared to the prior-year quarter ended March 31, 2025, and accordingly, results for this period may not be fully comparable to those of the prior year period primarily due to the change in the number of days included in the period. Subsidiaries that have a fiscal year-end different from that of the Company are consolidated using financial statements for periods that are within three months of the Company’s fiscal year-end, with adjustments for material transactions, if any.

Foreign Currency Translation

The financial statements of the Company’s foreign subsidiaries, where the local currency is the functional currency, are translated using exchange rates in effect at the end of the year for assets and liabilities and average exchange rates during the year for results of operations. The resulting foreign currency translation adjustment is included in stockholders’ equity as accumulated other comprehensive (loss) income.

Foreign currency gains and losses resulting from transactions denominated in foreign currencies are reflected in general and administrative expense in the accompanying consolidated statements of operations. For the three months ended April 3, 2026 and March 31, 2025, foreign currency gains and losses were immaterial.

Accounting Estimates

The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates. Significant items subject to estimates and assumptions include those related to over-time revenue recognition, the valuation of stock-based compensation, the valuation of inventory and related reserves, and the assessment of recoverability of goodwill.

Some of these estimates can be subjective and complex and, consequently, actual results may differ from these estimates under different assumptions or conditions. While for any given estimate or assumption made by the Company’s management there may be other estimates or assumptions that are reasonable, the Company believes that, given the current facts and circumstances present as of the date of these consolidated financial statements, it is unlikely that applying any such other reasonable estimate or assumption would materially impact the consolidated financial statements herein.

Cash

Cash represents cash held in banks, which are stated at cost, which approximate fair value. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash with high credit-quality institutions to minimize credit risk exposure. As of April 3, 2026 and December 31, 2025, included within cash was approximately $0.4 million and $0.5 million, respectively, of cash held at a bank in Germany. The Company does not have any cash equivalents as of April 3, 2026 and December 31, 2025.

Marketable Securities

Marketable securities are comprised of investments in equity securities. The Company records its marketable securities at fair value based on the quoted market prices of the securities. Gains and losses resulting from the change in fair value of marketable securities are included in other (income) expense, net in the consolidated statements of operations.

Accounts Receivable, net

Accounts receivable, net consists of amounts owed by commercial companies and government agencies. Accounts receivable is stated net of the allowance for credit losses.

Accounts receivable is carried at historical cost, less any write-offs and the allowance for credit losses. The Company records an allowance for credit losses for those accounts receivable balances considered to be uncollectible based upon management’s assessment of collectability, which considers historical write-off experience and any specific risks identified in customer collection matters. Bad debts are written off against the allowance. Additions to the allowance for credit losses are charged to bad debt expense within general and administrative expense in the accompanying consolidated statements of operations.

The following table summarizes the activity related to the Company’s allowance for credit losses during the three months ended April 3, 2026 and March 31, 2025:

The Company does not typically require collateral from its customers; however, certain customer contracts require milestone payments or prepayments. Although concentrations of credit risk exist with respect to certain customers, management believes this risk is mitigated through ongoing collection activity and credit evaluations performed on new and existing customers. Accounts receivable generally have contractual terms of 30 to 90 days and do not bear interest.

Concentrations of Credit Risk

Credit risk is the risk of loss from amounts owed by customers and financial counterparties. Credit risk can occur at multiple levels; as a result of broad economic conditions, challenges within specific sectors of the economy, or from issues affecting individual companies. Financial instruments that potentially subject the Company to credit risk consist of cash, accounts receivable and unbilled revenue.

The Company performs ongoing credit evaluations of its customers and maintains an allowance for credit losses. Unbilled revenue includes amounts due from customers for performance obligations that have been satisfied but for which amounts have not been billed. The Company has historically not experienced any significant losses related to the collection of its accounts receivable or unbilled revenue.

As of April 3, 2026, one customer accounted for more than 10% of the Company’s accounts receivable, net balance, representing approximately 18% of the Company’s total balance. As of December 31, 2025, one customer accounted for more than 10% of the Company’s accounts receivable, net balance, representing approximately 15% of the Company’s total balance. For the three months ended April 3, 2026, there was one customer that accounted for approximately 11% of the Company’s total revenue for the period. For the three months ended March 31, 2025, there was one customer who accounted for approximately 12% of the Company’s total revenue for the period.

Concentrations of Significant Vendors

The Company believes that potential exposure related to concentrations of risk with significant vendors is mitigated, as management considers alternative sources of supply to be readily available. For the three months ended April 3, 2026, two vendors accounted for more than 10% of the Company’s total expenditures, and accounts payable to these represented approximately 25% and 20% of the Company’s total accounts payable as of April 3, 2026. For the three months ended March 31, 2025, one vendor accounted for more than 10% of the Company’s total expenditures. As of December 31, 2025, accounts payable to one vendor represented approximately 22% of the Company’s total accounts payable.

Inventories, net

Inventories include material, direct labor and related manufacturing overhead, and are stated at the lower of cost, determined on a first-in, first-out basis and average cost, or net realizable value determined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company records inventory when it takes delivery and title to the product according to the terms of each supply contract.

The Company adjusts inventory carrying value for the estimated difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and selling price. The Company also analyzes its inventory levels on each reporting date for excess and obsolete inventory. The Company’s analysis requires judgment and is based on factors including, but not limited to, recent historical activity, anticipated or forecasted demand for its products, competitiveness of product offerings, and market conditions. In doing so, the Company compares on-hand balances to anticipated usage using recent historical activity as well as judgements and estimates about anticipated or forecasted demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by the Company, additional inventory adjustments may be required, subject to judgement and estimation. At the point of a loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established basis.

As of April 3, 2026 and December 31, 2025, inventory, net of reserves, consisted of the following:

As of April 3, 2026 and December 31, 2025, the Company had inventory reserves of approximately $6.1 million and $6.2 million, respectively, based on the evaluation of its ending inventory on hand for excess quantities and obsolescence.

Property, Plant and Equipment, net

Property, plant and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Repairs and maintenance costs are expensed as incurred, whereas major improvements are capitalized as additions to property and equipment.

The Company accounts for depreciation and amortization using the straight-line method to allocate the cost of property, plant and equipment over their estimated useful lives as follows:

The Company reviews the estimated useful lives of its property, plant and equipment at the end of each reporting period, or whenever events or changes in circumstances indicate a review is warranted.

Government Grants

The Company has entered into multiple subcontract agreements with multiple contract administrators engaged by the U.S. Government, to perform prototype development, manufacturing process enhancements, and capital equipment build-outs in support of Department of War programs. Under the terms of these agreements, the Company is reimbursed for qualifying costs incurred, including equipment, labor, materials, and manufacturing expenses, plus a nominal contractual profit margin. The Company accounts for these agreements as government grants.

Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions of the grant and the Company will receive the grant. Generally, government grants fall into two categories: grants related to assets and grants related to income.

Grants related to assets are government grants for the purchase of long-lived assets. The Company accounts for grants related to assets by reducing the carrying amount of the asset by the amount of the grant. The Company recognizes the grant in profit or loss over the life of the depreciable asset as a reduction to depreciation expense.

Grants related to income are any grants that are not considered grants related to assets. Grants related to income are recognized in profit or loss within revenue upon meeting the recognition criteria, as the Company’s operations continuously support such grant programs.

Business Combinations

The purchase price for each acquisition is allocated to the assets acquired and liabilities assumed primarily based on their estimated fair values at the date of acquisition. The excess of (i) the total consideration transferred over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the consideration transferred is less than the fair value of the net assets of the acquiree, the difference is recognized directly in the consolidated statements of operations as a bargain purchase gain. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed. The consolidated financial statements include the results of operations of an acquired business after the completion of the acquisition.

Goodwill

Goodwill represents the excess of the purchase price of an acquired entity over the amounts assigned to assets and liabilities assumed, in a business combination. The Company’s goodwill is assigned entirely to one reporting unit: the Company’s EMP operating segment.

Goodwill is not amortized and must be tested for impairment at least annually, or more frequently if events or circumstances indicate that it may be impaired. Goodwill is tested for impairment annually on the first day of the fourth quarter of our fiscal year at the reporting unit level. The Company performs a qualitative assessment to determine whether further impairment testing is necessary. Factors considered include macroeconomic, industry and market conditions, cost factors that would have a negative effect on earnings and cash flows, legal and regulatory environment, historical financial performance and significant changes in the Company’s operations or brand. If the qualitative assessment indicates that it is more likely than not that an impairment exists, then a quantitative assessment is performed. In the quantitative assessment for goodwill, an assessment is performed to determine the fair value of the reporting unit. If the carrying value of the reporting unit exceeds the estimated fair value, an impairment charge is recognized in an amount equal to that excess.

As quoted market prices are not available for the Company’s reporting unit, the fair value of the reporting unit is determined using a discounted cash flow model (income approach). This method uses various assumptions that are specific to a reporting unit in order to determine fair value. While the Company believes that estimates of future cash flows are reasonable, changes in assumptions could significantly affect valuations and result in impairments in the future. The most significant assumption involved in the Company’s determination of fair value is the cash flow projections of the reporting unit. If the estimates of future cash flows for the reporting unit may be insufficient to support the carrying value of the reporting unit, the Company will reassess its conclusions related to fair value and the recoverability of goodwill.

The Company did not record any impairment of goodwill during the three months ended April 3, 2026 and March 31, 2025.

Intangible Assets

Intangible assets acquired in a business combination are recognized separately from goodwill and are initially recognized at their fair value at the acquisition date. The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. Factors considered when determining useful lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have finite lives are amortized.

Intangible assets consist primarily of patents, customer relationships, and trademarks, all of which are finite lived assets, see Note 9 – Goodwill and Intangible Assets for further information surrounding the useful lives of identified intangible assets.

Impairment of Long-Lived Assets

Long-lived assets consist primarily of property, plant and equipment, right-of-use assets and finite-lived intangible assets. The Company reviews the carrying amount of a long-lived asset or asset group when there is an indication of impairment. Impairment indicators include a significant decrease in the market price, a significant adverse change in the manner in which an asset or asset group is being used, a significant adverse change in legal factors or in the business climate, an accumulation of costs in excess of the amount originally expected for the acquisition or development of an asset or asset group, a current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of an asset or asset group, and/or a current expectation that, more likely than not, an asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

If indicators are present, the Company will perform a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the asset or asset group in question to the carrying amounts. If the undiscounted cash flows used in the test for recoverability are less than the asset or asset group’s carrying amount, the Company will determine the fair value of the asset or asset group and recognize an impairment loss if the carrying amount exceeds its fair value. No impairment charges related to long-lived assets were recorded for the three months ended April 3, 2026 and March 31, 2025.

Debt Issuance Costs

The Company’s debt issuance costs include expenditures necessary to obtain debt financing. Debt issuance costs include legal and other loan costs incurred by the Company for its financing agreements. Debt issuance costs related to the Company’s debt are recorded as an offset to the related liability and amortized over the term of the applicable financing instruments over a straight-line basis, which approximates the effective interest method, over the estimated term of the debt. As of April 3, 2026 and December 31, 2025, the unamortized debt issuance costs were approximately $0.1 million, which were included within long-term debt, net of current portion on the Company’s consolidated balance sheets.

Deferred Offering Costs

Deferred offering costs represent legal, accounting and other costs directly attributable to the IPO. Deferred offering costs are included in prepaid expenses and other current assets on the Company’s consolidated balance sheets and were deferred until the completion of the IPO, at which time they were reclassified to additional paid-in capital as a reduction of the initial public offering proceeds. As of April 3, 2026 and December 31, 2025, approximately $1.6 million and $0.9 million, respectively, of deferred offering costs were capitalized.

Leases

The Company determines if an arrangement is or contains a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset for a period of time in exchange for consideration. The Company has control of the asset if it has the right to direct the use of the asset and obtains substantially all of the economic benefits from the use of the asset throughout the period of use. As a practical expedient, the Company does not recognize a right-of-use (“ROU”) asset or lease obligation for leases with a lease term of 12 months or less.

ROU assets represent the Company’s right to use the underlying leased assets over the lease term, while lease liabilities represent the Company’s obligation to make lease payments under the lease arrangements. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments. Corresponding ROU assets are initially measured at the amount of the lease liability, adjusted for any lease payments made at or before lease commencement, less any lease incentives received and plus any initial direct costs incurred.

The Company classifies a lease as a finance lease when it meets any of the following criteria at the lease commencement date: (1) the lease transfers ownership of the underlying asset to the Company by the end of the lease term; (2) the lease grants the Company an option to purchase the underlying asset that the Company is reasonably certain to exercise; (3) the lease term is for the major part of the remaining economic life of the underlying asset (the Company considers a major part to be 75% or more of the remaining economic life of the underlying asset); (4) the present value of the sum of the lease payments and any residual value guaranteed by the Company equals or exceeds substantially all of the fair value of the underlying asset (the Company considers substantially all the fair value to be 90% or more of the fair value of the underlying asset amount); or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. When none of the criteria above are met, the Company classifies the lease as an operating lease.

As the implicit rate in the Company’s lease arrangements is generally not readily determinable, the Company uses its incremental borrowing rate at the lease commencement date to calculate the present value of lease payments. For any operating or finance leases, where the lease’s implicit rates were not readily available, the Company determined the incremental borrowing rate, which is based on the United States treasury rate that aligns with the applicable lease term plus a credit spread associated with the Company’s credit rating.

The lease terms may include options to extend or terminate the lease when it is reasonably certain the Company will exercise any such options. Lease contracts may include lease components and non-lease components. The Company has elected the practical expedient to combine lease and non-lease components. Lease payments can also include fixed payments, variable payments that depend on an index or rate known at the commencement date, and extension option payments or purchase options which the Company is reasonably certain to exercise.

Operating lease costs are recognized on a straight-line basis over the lease term as general and administrative expense within consolidated statements of operations. Finance lease ROU assets are amortized on a straight-line basis over the shorter of the lease term or the estimated useful life of the underlying asset and are included in general and administrative expense within the consolidated statements of operations, with the exception of interest expense related to finance leases, which is recognized using the effective interest method over the lease term, and is included in interest expense within the consolidated statements of operations.

Operating leases are included in operating lease right-of-use assets, operating lease liabilities, current portion, and operating lease liabilities, net of current portion in the Company’s consolidated balance sheets. Finance leases are not material and are included in other assets, accrued expense and other current liabilities, and other liabilities in the Company’s consolidated balance sheets.

Revenue Recognition

The Company typically generates revenue from contracts with customers related to manufactured products, as described in Note 1 – Business and Organization. Revenue is recognized when control of the goods and services provided is transferred to the Company’s customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods and services. The Company applies the following five-step framework:

Step 1: Identify the contract(s) with a customer:

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the products to be transferred and identifies the payment terms related to those products, (ii) the contract has commercial substance and (iii) the Company determines that collection of substantially all consideration for products that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company’s contracts are typically in the form of a purchase order and/or a statement of work. For certain large customers, the Company may also enter into master service agreements that define general terms but are not customer commitments to purchase until coupled with a purchase order and/or statement of work. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or published credit and financial information pertaining to the customer.

Step 2: Identify the performance obligations in the contract:

Performance obligations promised in a contract are identified based on the products and services that will be transferred. A product or service is distinct if both a) the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and b) is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised products or services, the Company must apply judgment to determine whether the products or services meet the criteria to be distinct.

If these criteria are not met the promised products or services are accounted for as a combined performance obligation. Substantially all of the Company’s revenue is derived from the sale of manufactured products. The Company’s revenue contracts typically include one performance obligation: the delivery of a manufactured product.

The Company provides an assurance-based warranty on certain products that is not accounted for as a separate performance obligation. Warranty expense was not material for the three months ended April 3, 2026 and March 31, 2025.

Step 3: Determine the transaction price:

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products to the customer. The Company’s contracts are fixed-fee arrangements, agreed to at contract inception. The Company’s contracts may include variable consideration related to early pay discounts, sales returns or certain development-related contracts, which result in pricing based on actual hours incurred. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Variable consideration in the Company’s revenue contracts was not material during the three months ended April 3, 2026 and March 31, 2025.

In most instances, payments are due net 30 to 90 days from the customer’s receipt of the invoice. This payment schedule aligns with standard commercial payment terms and does not significantly advance or delay payment in a way that would provide either party a significant financing benefit. Payments are neither explicitly nor implicitly structured to function as financing for the goods or services supplied under the contract. Based on these factors, there is no significant financing component in the Company’s contracts.

The Company has elected to record taxes collected from customers on a net basis and as a result sales taxes are excluded from the transaction price and therefore are not included in revenue or costs of revenue.

The Company has elected to account for shipping and handling activities as a fulfillment cost and includes any fees received for shipping and handling as part of the transaction price and recognizes revenue when the related performance obligation is satisfied.

Step 4: Allocate the transaction price to the performance obligations in the contract:

The Company allocates the transaction price to each performance obligation based on its relative standalone selling price (“SSP”), which represents the price the Company would charge to sell the promised good or service separately to a customer. The Company’s contracts typically include one performance obligation, and the allocation of transaction price is not necessary.

Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation:

The Company satisfies performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised product or service to a customer.

Revenue is recognized over time as work progresses when the Company is entitled to the reimbursement of costs plus a reasonable profit for work performed for which the Company has no alternative use. For these performance obligations that are satisfied over time, the Company generally recognizes revenue using an input method with revenue amounts being recognized proportionately as costs are incurred relative to the total expected costs to satisfy the performance obligation. The Company believes that costs incurred as a portion of total estimated costs is an appropriate measure of progress towards satisfaction of the performance obligation since this measure reasonably depicts the progress of the work effort.

Revenue for performance obligations that are not recognized over time are recognized at the point in time when control transfers to the customer. For performance obligations that are satisfied at a point in time, the Company evaluates the point in time when the customer can direct the use of, and obtain the benefits from, the products and services.

Contract Assets and Contract Liabilities

The Company’s contract assets and liabilities primarily relate to the timing differences between cash received from a customer in connection with contractual rights to invoicing and the timing of revenue recognition following completion of performance obligations. The Company’s accounts receivable balance is made up entirely of customer contract-related balances. Contract assets and contract liabilities are included in unbilled revenue and deferred revenue, respectively, on the consolidated balance sheets.

The Company is required to capitalize certain costs to obtain customer contracts and costs to fulfill customer contracts. These costs consist primarily of sales commissions. Such costs are required to be amortized to expense on a systemic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates. As a practical expedient, the Company recognizes any incremental costs to obtain a contract as an expense when incurred if the amortization period of the asset is one year or less. During the three months ended April 3, 2026 and March 31, 2025, the Company did not capitalize any contract costs.

Shipping and Handling Costs

Amounts billed to customers related to shipping and handling are classified as revenue, and the Company’s shipping and handling costs are included in cost of goods sold within the consolidated statements of operations.

Cost of Goods Sold

Cost of goods sold includes the cost of materials, direct labor, and manufacturing overhead costs used in the manufacture of products sold to customers. Cost of goods sold also consists of personnel, facility costs associated with operating our laboratory testing on behalf of the customers, costs related to maintenance, servicing equipment, training customers at customer sites, freight, other direct costs, and overhead.

Research and Development Costs

Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including activities associated with performing services under research revenue arrangements, costs associated with the manufacture of developing products and include salaries and benefits, research related facility and overhead costs, laboratory supplies, and contract services. For the three months ended April 3, 2026 and March 31, 2025, the Company expensed approximately $0.9 million and $0.8 million related to research and development costs, respectively.

Advertising Expense

The costs of advertising, marketing, and media are expensed as incurred. For both the three months ended April 3, 2026 and March 31, 2025, the Company expensed approximately $0.1 million, which were included in sales and marketing expense in the consolidated statements of operations.

Derivative Instruments

Interest Rate Collars

The Company uses derivative instruments to manage its interest rate risk related to variable rate debt facilities. The Company’s derivative instruments are recorded at fair value. The accounting for changes in fair value of derivatives depends upon whether or not the Company has elected to designate the derivative in a hedging relationship, and the derivative qualifies for hedge accounting. Under hedge accounting, changes in fair value for derivatives are recorded through other comprehensive income. When hedge accounting is not elected, changes in fair value for derivatives are recorded through the consolidated statements of operations.

The Company has two interest rate collars that have not been designated for hedge accounting. The interest rate collars have an original notional value of principal of approximately $10.0 million as of April 3, 2026 and December 31, 2025. The interest rate collars mature on October 30, 2026 and August 1, 2028, respectively. The collective fair value of the Company’s interest rate collars as of April 3, 2026 and December 31, 2025 was less than $0.1 million and approximately $0.1 million, respectively, which were included in other liabilities on the consolidated balance sheets. Changes in the fair value of derivatives totaled less than $0.1 million for both the three months ended April 3, 2026 and March 31, 2025 and have been recorded in other (income) expense, net in the consolidated statements of operations.

Derivative Assets

In connection with a long-term supply agreement entered into during 2024, the Company was granted options to purchase 20,000,000 shares of common stock in a publicly traded vendor at an exercise price of $0.10 per share. There are no restrictions on exercising the options and the options expire on November 22, 2026. The Company accounts for these stock options as a derivative asset at fair value with changes recorded in earnings. Changes in the fair value of the derivative asset related to updated fair value inputs are recognized within change in fair value of derivative asset in the consolidated statements of operations. During the three months ended April 3, 2026, the Company recognized a change in fair value of the derivative asset of approximately $3.0 million. Prior to the three months ended April 3, 2026, the value of these options was immaterial. The derivative asset is recorded within derivative asset on the consolidated balance sheets.

Fair Value Measurement

Financial instruments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy:

Level 1 — quoted prices are available in active markets for identical financial instruments as of the measurement date. The Company does not adjust the quoted price for these financial instruments.

Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.

Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the financial instrument. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these financial instruments existed.

Under normal market conditions, the fair value of a financial instrument is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Additionally, there is a hierarchical framework that prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type of financial instrument and the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

For certain financial instruments, including accounts receivable, unbilled receivables, accounts payable, accrued expenses, deferred consideration, deferred revenue, deferred government grants, current portion of long-term debt, and other current liabilities, the carrying amounts approximate their fair values as of April 3, 2026 and December 31, 2025. These assessments reflect the short-term nature of the instruments and market conditions as of the reporting date.

The Company’s equity marketable securities are classified as a Level 1 fair value measurement, as its valuation is based on quoted prices in active markets for identical instruments.

The fair value of the Company’s interest rate collars is determined by using widely accepted valuation techniques based on their maturity and observable market-based inputs, including interest rate curves. This measurement is considered a Level 2 measurement.

The fair value of the Company’s derivative asset is recorded at fair value and is remeasured at each reporting date, using the Black Scholes Option Pricing Model based on (i) the contractual terms of the options, including exercise price and expected term, and (ii) other observable inputs, including the fair value of the underlying publicly traded common stock, the risk-free interest rate, volatility based on the historical stock price of the publicly traded common stock, and expected dividends. The measurement is considered a Level 2 measurement.

Contingent consideration related to acquisitions is recorded at fair value as a liability on the acquisition date and is remeasured at each reporting date, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions management believes would be made by a market participant. Management assesses these estimates on an ongoing basis as additional data impacting the assumptions becomes available. Changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within other (income) expense, net in the consolidated statements of operations.

Fair value of the Company’s long-term debt is based on quoted market prices or on rates available for debt with similar terms and maturities. Based upon interest rates currently available to the Company, the carrying value of the Company’s long-term debt approximates fair value.

Certain assets and liabilities are recognized or disclosed at fair value on a non-recurring basis, such as property, plant, and equipment, ROU assets, goodwill, and intangible assets. These assets are required to be assessed for impairment when events or circumstances indicated that the carrying value may not be recoverable, and at least annually for goodwill and identified-lived intangible assets. If an impairment charge is required, the asset is adjusted to fair value using Level 3 inputs.

The following table summarizes the classification between the three levels of the fair value hierarchy of the Company’s financial instruments measured/disclosed at fair value on a recurring basis as of April 3, 2026:

The following table summarizes the classification between the three levels of the fair value hierarchy of the Company’s financial instruments measured/disclosed at fair value on a recurring basis as of December 31, 2025:

There were no changes in valuation techniques, nor were there any transfers among the fair value hierarchy levels during the three months ended April 3, 2026 and March 31, 2025.

Discontinued Operations

The Company categorizes the assets and liabilities of a disposal group, or business component, as discontinued operations once management commits to a plan to sell, the business segment is available for immediate sale, management has initiated a plan to sell at a price that is reasonable in relation to its fair value, management anticipates the sale will occur within one year, and it is unlikely that significant changes will be made to the plan to sell. For disposals other than by sale, such as abandonment or distribution, the results of operations of a business would not be recorded as a discontinued operation until the period in which the business is actually abandoned or distributed. The Company classifies such disposal group or business component as discontinued operations, if the divested disposal group or business represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. In addition, the disposal group or business component must be comprised of operations and cash flows that are clearly distinguished from the rest of the entity. The results of discontinued operations are aggregated and presented separately in the consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows. Unless otherwise noted, the disclosures in these footnotes relate solely to continuing operations. Information regarding discontinued operations, including results of operations, assets, and liabilities held for sale, is presented separately in Note 5 – Discontinued Operations.

Income Taxes  

Prior to the Reorganization, the Company was an S-corporation and the Company’s income and losses were passed through to its stockholders and reported on their individual tax returns. Following the Reorganization, the Company is a C-corporation that is subject to corporate income taxes. The Company included certain pro forma information related to the Reorganization within Note 16 – Net (Loss) Income Per Share.

The Company accounts for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertain tax positions using a more -likely -than -not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors, including, but not limited to, changes in the law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company does not have any uncertain tax positions that are more likely than not of not being recognized for any periods presented.

Interest and penalty charges, if any, related to income taxes would be classified as a component of the income tax provision within the consolidated statement of operations.

Stock-based Compensation

The Company issues certain stock-based awards to employees in the form of restricted stock, settled in Class A common stock of the Company, to employees as compensation for services rendered. The Company recognizes the stock-based compensation expense related to these stock-based awards within the consolidated financial statements based on their respective grant date fair values. For stock-based awards that include a service-based vesting condition, the Company recognizes the expense ratably over the requisite service period, which ranges from one to three years, subject to acceleration upon the occurrence of a qualifying liquidity event for certain awards. For stock-based awards that include a performance-based vesting condition, the Company recognizes the expense when it is probable that the performance-based condition will be satisfied and the award has satisfied other vesting conditions, if any.

Because there has been no public market for the Company’s equity prior to the initial public offering and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately- Held-Company Equity Securities Issued as Compensation, the Company has determined the fair value of the stock-based awards at the time of grant by considering a number of objective and subjective factors, including valuations performed by an independent third-party valuation specialist, comparable companies, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook.

Net (Loss) Income Per Share

Net (loss) income per share is computed using the two-class method required for multiple classes of common stock and participating securities. The rights, including the liquidation and dividend rights and sharing of income, of Class A common stock and Class B common stock are identical, other than voting rights. As the liquidation and dividend rights and sharing of income are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net (loss) income per share will therefore be the same for Class A common stock and Class B common stock on an individual or combined basis.

Basic net (loss) income per share is computed by dividing net income by the weighted average number of shares outstanding during the period without consideration of potentially dilutive common shares. Diluted net (loss) income per share reflects the potential dilution that could occur if securities or other contracts to issue shares of the Company’s common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company unless inclusion of such shares would be anti-dilutive.

Commitments and Contingencies

The Company is subject to various commitments and contingencies arising in the normal course of business, including but not limited to legal and contractual matters. Liabilities are recorded when it is probable that a loss has been incurred, and the amount can be reasonably estimated. Matters that do not meet these criteria are disclosed if the likelihood of loss is reasonably possible and the potential impact could be material. The Company also discloses significant contractual obligations, including leases and purchase commitments, with information regarding their nature and timing of future cash flows. Management continuously evaluates these matters and updates the financial statements as appropriate.

Risks and Uncertainties

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates and would impact future results of operations and cash flows.

The Company’s business, industry and the economy are influenced by a number of general macroeconomic factors, including, but not limited to, inflationary pressures impacting the Company’s supply chain, reduced demand for the Company’s products related to unfavorable macroeconomic conditions triggered by developments beyond the Company’s control, including geopolitical dynamics and other events that trigger economic volatility. The Company actively monitors the impacts of the evolving macroeconomic and geopolitical landscape, including rapidly evolving tariff and global trade policies, on all aspects of its business. Sustained macroeconomic challenges could adversely impact the Company’s operations.

Several of the Company’s government contracts are being funded incrementally, and as such, are subject to future authorization, appropriation, and availability of government funding. The Company has a history of successfully obtaining financing under incrementally funded contracts with the United States government and it expects to continue to obtain additional funding in the year ending December 31, 2026 and beyond as incremental funding is authorized and appropriated by the government.

3. RECENTLY ADOPTED AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “Jobs Act”). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”) to address challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. The Company adopted this new accounting standard effective January 1, 2026 and the adoption did not have a material impact on its consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disaggregated disclosure of income statement expenses. ASU 2024-03 does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for public business entities for annual periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”), which provides guidance on the recognition, measurement, presentation, and disclosure of government grants received by for-profit entities. The ASU defines government grants as transfers of monetary or nonmonetary assets from a government, excluding exchange transactions, and clarifies scope exclusions such as tax credits, below-market loans, and nonfinancial asset transactions. Under the guidance, grants related to asset acquisition are generally recognized as a reduction of the asset’s cost, while grants related to income are recognized in earnings once conditions are met, with appropriate classification in the statement of cash flows. Entities are required to disclose the nature of grants, significant terms and conditions, accounting policies adopted, and amounts recognized in the financial statements. ASU 2025-10 is effective for annual periods beginning after December 15, 2028, including interim periods, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

4. ACQUISITIONS

On November 14, 2025, the Company acquired 100% of the voting interests in Symphony Microwave Technologies, LLC (“Symphony”), a United States based company focused on the design and production of high-power microwave and RF components and subsystems, in exchange for total consideration of approximately $0.8 million. Total consideration consisted of (i) cash of approximately $0.2 million, (ii) the fair value of common stock issued of approximately $0.1 million, and (iii) the fair value of contingent consideration of approximately $0.3 million and (iv) the fair value of deferred consideration of approximately $0.2 million.

The acquisition has been accounted for as a business combination. The Company allocated the purchase price to the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. The excess of the purchase price paid by the Company over the estimated fair value of net assets acquired has been recorded as goodwill.

The following table summarizes the allocation of the purchase price based on the estimated fair values of the assets acquired and liabilities assumed in connection with the acquisition of Symphony:

Transaction-related costs incurred related to the acquisition were immaterial and were expensed as incurred in general and administrative within the consolidated statement of operations.

The fair value of contingent consideration included in consideration transferred was $0.3 million, which is related to an earnout arrangement with the sellers of Symphony, as estimated by a third-party valuation specialist. The contingent consideration is payable in quarterly installments through the third anniversary of the acquisition date based on the post-acquisition sales to a customer of Symphony and does not include any continuing employment conditions. There is no cap on the amount payable under the earnout. The fair value of the instrument was based on the discounted cash flows of expected future payments to this customer based on forecasted revenue during the earnout period. During the three months ended April 3, 2026, the change in fair value of contingent consideration was not material.

The deferred consideration of $0.2 million accrues interest monthly at an annual rate of 3.75% and is payable to the sellers within eighteen months from the acquisition date, which was included with other liabilities within the consolidated balance sheets as of April 3, 2026 and December 31, 2025. Due to the short maturity of the deferred consideration, carrying value approximates fair value. During the three months ended April 3, 2026, interest expense related to deferred consideration was not material. The Company repaid approximately $0.1 million of the deferred consideration during the three months ended April 3, 2026.

The Company recognized customer-related intangible assets of approximately $0.3 million, which primarily consisted of contractual and non-contractual relationships with customers. The valuation method used to determine the estimated fair value of the intangible asset was based on the multi-period excess earnings approach. The customer relationship was assigned a useful life of ten years based on historical and forecasted customer attrition.

Goodwill resulting from the acquisition is attributable to the value of the acquired workforce and expected synergies. Goodwill resulting from the acquisition was assigned to the Company’s EMP segment. The goodwill recognized is not deductible for tax purposes.

5. DISCONTINUED OPERATIONS

On October 1, 2025, the Company’s ownership interest in Poly Labs was distributed pro rata to the individual stockholders of the Company to focus financial and managerial efforts on the CMC and EMP divisions. The Company concluded that Poly Labs met the criteria to be classified as discontinued operations as of December 31, 2025, as the divestiture represented a strategic shift, had a major impact on the Company’s consolidated results and the Company disposed of Poly Labs during the period. The results of Poly Labs have been classified as discontinued operations in the consolidated financial statements, and the results for all periods presented have been recast to exclude Poly Labs from continuing operations.

Activity related to Poly Labs for the three months ended March 31, 2025 was as follows:

There was no activity related to Poly Labs for the three months ended April 3, 2026.

Following the Company’s distribution of Poly Labs on October 1, 2025, a note payable owed by the Company to Poly Labs remained outstanding. As of December 31, 2025, the amount owed to Poly Labs was approximately $0.5 million, which was repaid in full on January 19, 2026, see Note 12 – Debt and Note 14 – Related Party for further information.

Additionally, as of April 3, 2026 and December 31, 2025, Poly Labs owed the Company less than $0.1 million and approximately $0.2 million, respectively, related to various management fees and other services provided by the Company to Poly Labs following the distribution date, which is included within related party receivables within the consolidated balance sheets. See Note 14 – Related Party for further information.

As the Company distributed its ownership interest in Poly Labs on October 1, 2025, there were no assets or liabilities, other than those noted above, related to Poly Labs that were included within the consolidated balance sheet as of April 3, 2026 or December 31, 2025.

6. REVENUE RECOGNITION

In general, the Company recognizes revenue at the point in time control transfers to its customer based on predetermined shipping terms. Revenue is recognized over time under certain contracts for highly customized products that have no alternative use and in which the contract specifies the Company has enforceable right to payment for its costs, plus a reasonable margin. For products recognized over time, the transfer of control is measured using the input method, which measures progress toward completion as costs are incurred based upon estimates of costs to complete such contracts. Losses on contracts are fully recognized in the period in which the losses become determinable. Revisions in profit estimates are reflected on a cumulative basis in the period in which the basis for such revision becomes known.

Disaggregation of Revenue

The following tables disaggregate the Company’s revenue by timing and by geographic location for the three months ended April 3, 2026 and March 31, 2025:

Contract Balances from Contracts with Customers

The Company records contract assets or contract liabilities on a contract-by-contract basis. The Company’s accounts receivable, contract assets and contract liabilities are summarized below:

The increase in unbilled revenue for the three months ended April 3, 2026 reflects the net effect of revenue recognized in excess of billings during the period. The increase in deferred revenue during the three months ended April 3, 2026 reflects the impact of billings in excess of revenue recognized in the period.

During the three months ended April 3, 2026 and March 31, 2025, the Company recognized revenue of approximately $4.1 million and $2.6 million that was included in the contract liabilities as of December 31, 2025 and December 31, 2024, respectively. There was no revenue recognized during the three months ended April 3, 2026 and March 31, 2025 for performance obligations satisfied in prior periods.

The Company did not recognize impairment losses on its contract assets during the three months ended April 3, 2026 or March 31, 2025.

7. GOVERNMENT GRANTS

The Company has entered into multiple subcontract agreements with multiple contract administrators engaged by the United States Government, to perform prototype development, manufacturing process enhancements, and capital equipment build-outs in support of government programs. Under the terms of these agreements, the Company is reimbursed for qualifying costs incurred, including equipment, labor, materials, and manufacturing expenses, plus a nominal contractual profit margin. The Company accounts for these contracts as government grants.

The following table summarizes a roll forward of the deferred government grants for the three months ended April 3, 2026:

The deferred government grant liability as of April 3, 2026 will be recognized in future periods as an offset to property, plant and equipment, net or as other revenue, subject to the conditions of the grant agreement being met.

8. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net as of April 3, 2026 and December 31, 2025 consists of the following:

During the three months ended April 3, 2026 and March 31, 2025, depreciation expense for continuing operations associated with property, plant and equipment, net was approximately $1.6 million and $1.3 million, respectively, of which approximately $1.5 million and $1.2 million, respectively, were included within cost of goods sold, and $0.1 million and $0.1 million, respectively, were included in general and administrative expense. Depreciation expense the three months ended April 3, 2026 and March 31, 2025 was net of approximately $0.4 million and $0.2 million, respectively, of contra depreciation expense recognized related to government grants. See Note 7 – Government Grants for additional details.

9. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The changes in the carrying amount of goodwill, which is assigned entirely to the Company’s EMP segment (see Note 19 – Segments), during the three months ended April 3, 2026 were as follows:

The Company had no accumulated impairment losses as of April 3, 2026 or December 31, 2025.

Intangible Assets

The gross carrying amount and accumulated amortization of the Company’s intangible assets consisted of the following as of April 3, 2026:

The gross carrying amount and accumulated amortization of the Company’s intangible assets consisted of the following as of December 31, 2025:

During the three months ended April 3, 2026 and March 31, 2025, the Company recognized aggregate amortization expense of approximately $0.3 million, of which $0.2 million was included within general and administrative expense and $0.1 million was included within cost of goods sold in the consolidated statements of operations for both periods then ended.

As of April 3, 2026, estimated future amortization expense of finite-lived intangible assets is as follows:

10. LEASES

The Company enters into a variety of operating lease agreements through the normal course of its business, but primarily real estate leases to support its operations. The Company leases properties located in Portland, Maine, Lewiston, Maine, Gorham, Maine, Nashua, New Hampshire and Hamburg, Germany. The real estate lease agreements generally provide for fixed minimum rental payments and the payment of real estate taxes and insurance. The Company has lease terms that expire between November 2026 through February 2037.

Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional four to five years. These optional periods have not been considered in the determination of the right-of-use assets or lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options.

The Company also enters into leases for equipment and service agreements, and other leases related to its manufacturing operations that are classified as finance leases that are not material.

The following table summarizes supplemental balance sheet information related to the Company’s operating leases:

For the three months ended April 3, 2026 and March 31, 2025, the Company recognized approximately $0.4 million and $0.5 million of lease expense, respectively, which was recognized within cost of goods sold on the consolidated statements of operations. Variable and short-term lease expense recognized during the three months ended April 3, 2026 and March 31, 2025 were not material.

As of April 3, 2026, maturities of operating lease liabilities were as follows:

Supplemental cash flow related to the Company’s operating leases were as follows:

As of April 3, 2026 and December 31, 2025, the Company did not have any leases that had not yet commenced.

11. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

A summary of accrued expenses and other current liabilities as of April 3, 2026 and December 31, 2025 is as follows:

Within accrued interest as of April 3, 2026 and December 31, 2025, there was approximately $0.6 million and $0.5 million of accrued interest owed to related parties, respectively. See Note 12 – Debt and Note 14 – Related Party Transactions for further information.

12. DEBT

The following table summarizes the components of long-term debt as of April 3, 2026 and December 31, 2025:

The following table summarizes the components of long-term debt – related party as of April 3, 2026 and December 31, 2025:

The following table presents the future principal payments due under the Company’s debt amounts, excluding forgivable loans and unamortized debt issuance costs, as of April 3, 2026:

Term Loans

As of April 3, 2026 and December 31, 2025, the Company has borrowings under multiple term loans. The term loans certain restrictive and financial covenants. As of April 3, 2026 and December 31, 2025, the Company was in compliance with these covenants.

Wells Fargo Term Loan

On November 6, 2023, the Company entered into a secured $8.7 million term note with Wells Fargo Bank (the “Wells Fargo Term Loan”). Amounts under the Wells Fargo Term Loan were secured by substantially all of the assets of a consolidated subsidiary.

The Wells Fargo Term Loan accrues interest monthly based on a floating rate, as defined by the lender, and are subject to periodic adjustments based on prevailing market conditions. During the three months ended April 3, 2026 and March 31, 2025, the Company recognized approximately $0.1 million and $0.2 million of interest expense, respectively. As of April 3, 2026 and December 31, 2025, the applicable interest rates were 6.42% and 6.62%, respectively, on the portion of outstanding principal entered into during November 2023 and 8.50% on the incremental borrowings entered into during December 2024.

Under the Wells Fargo Term Loan, the Company makes monthly principal payments of approximately $0.1 million per month. During the three months ended April 3, 2026 and March 31, 2025, the Company paid aggregate principal payments of approximately $0.6 million and $0.4 million, respectively, and aggregate interest payments of approximately $0.2 million during both periods related to the Wells Fargo Term Loan.

The Wells Fargo Term Loan has a maturity date of November 6, 2028.

As of April 3, 2026 and December 31, 2025, the outstanding balance related to the Wells Fargo Term Loan was approximately $7.1 million and $7.7 million, of which approximately $1.6 million and $1.6 million, respectively, were included within current portion of long-term debt and $5.5 million and $6.1 million, respectively, were included long-term debt, net of current portion, on the consolidated balance sheets.

The Wells Fargo Term Loan contains financial covenants, including leverage ratio requirements.

First BankProv Term Note

On March 2, 2020, the Company entered into a secured $6.5 million term note with Provident Bank (the “First BankProv Term Note”). Amounts under the First BankProv Term Note are secured by certain assets of a consolidated subsidiary.

The First BankProv Term Note accrues monthly interest based on a stated interest rate of 4.79%. During the three months ended April 3, 2026 and March 31, 2025, the Company recognized less than $0.1 million of interest expense during both periods.

During the three months ended April 3, 2026 and March 31, 2025, the Company paid aggregate principal payments of approximately $0.3 million for both periods and aggregate interest payments of less than $0.1 million, related to the First BankProv Term Note.

On March 31, 2026, the Company amended the First BankProv Term Note to extend the maturity date from March 2, 2027 to March 1, 2033. In connection with the amendment, the interest rate increased to a fixed rate of 6.50% and the repayment schedule was amended, whereby the Company is required to make interest only payments for a period of twelve months commencing April 1, 2026, followed by principal payments over a six-year amortization period.

The First BankProv Term Note has a maturity date of March 1, 2033.

As of April 3, 2026 and December 31, 2025, the outstanding balance of the First BankProv Term Note was approximately $1.4 million and $1.7 million, respectively, of which $0.0 million and $1.4 million were included within current portion of long-term debt, respectively, and $1.4 million and $0.3 million were included in long-term debt, net of current portion, respectively, on the consolidated balance sheets.

The First BankProv Term Note contains financial covenants, including leverage ratio requirements.

United Federal Credit Union Term Note

On September 23, 2024, the Company entered into a secured $1.6 million term note with United Federal Credit Union (the “United Federal Credit Union Note”). Amounts under the United Federal Credit Union Note are secured by the related solar project managed by one of the Company’s consolidated subsidiaries.

The United Federal Credit Union Note accrues interest monthly based on a stated interest rate of 9.00% with monthly principal payments commencing in March 2025. During the three months ended April 3, 2026 and March 31, 2025, the Company recognized less than $0.1 million of interest expense for both periods.

During the three months ended April 3, 2026 and March 31, 2025, the Company paid aggregate principal payments of approximately $0.1 million and less than $0.1 million, respectively, and aggregate interest payments of less than $0.1 million for both periods, related to the United Federal Credit Union Term Note.

The United Federal Credit Union Note has a maturity date of September 10, 2027.

As of April 3, 2026 and December 31, 2025, the outstanding balance related to the United Federal Credit Union Note was approximately $1.0 million and $1.1 million, respectively, of which approximately $0.6 million and $0.6 million were included within current portion of long-term debt and $0.4 million and $0.5 million were included within long-term debt, net of current portion, respectively, on the consolidated balance sheets.

October 2023 Term Loans

On October 6, 2023, the Company entered into two separate term loans with investors of a consolidated subsidiary, with aggregate gross proceeds of approximately $0.5 million (the “October 2023 Term Loans”).

The October 2023 Term Loans accrued interest monthly based on a stated fixed interest rate of 8.00%. During the three months ended April 3, 2026 and March 31, 2025, the Company recognized approximately $0.0 million and less than $0.1 million of interest expense, respectively, related to the October 2023 Term Loans.

During both the three months ended April 3, 2026 and March 31, 2025, the Company paid $0.5 million $0.0 million of principal, respectively and less than $0.1 million for interest during both periods, on the October 2023 Term Loans.

The maturity dates of the October 2023 Term Loans ranged from October 2026 to October 2027, however, the October 2023 Term Loans were terminated and replaced by the AAI Note (defined below) as part of the Reorganization.

As of April 3, 2026 and December 31, 2025, the outstanding balance related to the October 2023 Term Loans was $0.0 million and $0.5 million, of which approximately $0.0 million and $0.3 million and were included within current portion of long-term debt and $0.0 million and $0.2 million were included within long-term debt, net of current portion, respectively, on the consolidated balance sheets.

In April 2025, the Company amended one of the October 2023 Term Loans to add a conversion feature to enable the holder to convert the outstanding principal and accrued interest into membership units of one of the Company’s consolidated subsidiaries upon certain liquidity events, including an initial public offering. The conversion option did not require separate accounting as a derivative.

Other Equipment Loans

From March 2020 to December 2022, the Company entered into numerous agreements to borrow an aggregate amount of approximately $0.8 million related to secured equipment loans from various lenders (the “Other Equipment Loans”). The Other Equipment Loans are secured by certain assets owned by a consolidated subsidiary.

The Other Equipment Loans accrue monthly interest, with interest rates ranging from 0.00% to 7.25%. During the three months ended April 3, 2026 and March 31, 2025, the Company recognized less than $0.1 million of interest expense during both periods.

During the three months ended April 3, 2026 and March 31, 2025, the Company made aggregate principal payments of less than $0.1 million, respectively, and aggregate interest payments of less than $0.1 million during both periods, related to the Other Equipment Loans.

The Other Equipment Loans have maturity dates ranging from October 2026 through November 2028.

As of April 3, 2026 and December 31, 2025, the outstanding balance related to the Other Equipment Loans was approximately $0.2 million, of which $0.1 million and $0.1 million, were included within current portion of long-term debt and long-term debt, net of current portion, respectively, on the consolidated balance sheets.

FAME 2023 Loan

On September 1, 2023, the Company entered into an unsecured and forgivable $0.3 million loan agreement with the Finance Authority of Maine COVID Relief Program (the “FAME 2023 Loan”).

The FAME 2023 Loan was borrowed with no stated interest rate. The amount borrowed under the FAME 2023 Loan is forgiven annually, 30 days following each anniversary date, at 25% increments.

As of April 3, 2026 and December 31, 2025, the outstanding balance of the FAME 2023 Loan was approximately $0.1 million, which is expected to be fully forgiven.

The maturity date of the FAME 2023 Loan is October 1, 2026.

As of April 3, 2026 and December 31, 2025, $0.1 million which was included within current portion of long-term debt and $0.0 million, were included within long-term debt, net of current portion, respectively on the consolidated balance sheets.

Symphony Term Loans

On November 14, 2025, as of a result of the Company’s acquisition of Symphony, the Company assumed certain liabilities related to approximately $0.1 million of promissory notes (the “Symphony Term Loans”) with Rockland Trust Bank (“Rockland Trust’). The Symphony Term Loans were secured by substantially all the assets of a consolidated subsidiary.

The Symphony Term Loans accrued monthly interest, with interest rates ranging from 4.25% to 7.49%. During the three months ended April 3, 2026, the Company recognized less than $0.1 million of interest expense.

During the three months ended April 3, 2026, the Company made payments of less than $0.1 million of principal and interest, related to the Symphony Term Loans.

The Symphony Term Loans had maturity dates ranging from March 2026 through August 2029. On May 5, 2026, the Company repaid the Symphony Term Loans, and the Symphony Term Loans were terminated.

As of both April 3, 2026 and December 31, 2025, the outstanding balance related to the Symphony Term Loans was less than $0.1 million, of which less than $0.1 million and less than $0.1 million were included within current portion of long-term debt and long-term debt, net of current portion, respectively, on the consolidated balance sheets.

March 2022 Promissory Note

On March 1, 2022, the Company entered into a promissory note with a principal $3.4 million term owed to a former employee of the Company (the “March 2022 Promissory Note”).

The March 2022 Promissory Note accrued interest monthly based on a floating rate equal to the Wall Street Journal prime rate plus a spread of 2.00%. In August 2025, the Company paid the remaining principal amount owed of approximately $2.6 million and the March 2022 Promissory Note was terminated. As of April 3, 2026 and December 31, 2025, there was no outstanding amount related to the March 2022 Promissory Note.

During the three months ended March 31, 2025, the Company recognized approximately $0.1 million of interest expense related to the March 2022 Promissory Note.

During the three months ended March 31, 2025, the Company made aggregate principal and interest payments of approximately $2.1 million and $0.1 million, respectively, related to the March 2022 Promissory Note.

Second BankProv Term Note

On March 2, 2020, the Company entered into a secured $1.5 million term note with Provident Bank (the “Second BankProv Term Note”). Amounts under the Second BankProv Term Note were secured by certain assets of a consolidated subsidiary.

The Second BankProv Term Note accrued monthly interest based on a stated interest rate of 4.08%. The Second BankProv Term Note had a maturity date of March 2, 2025. In March 2025, the Company paid the remaining principal amount owed of approximately $0.1 million and the Second BankProv Term Note was terminated.

During the three months ended March 31, 2025, the Company recognized less than $0.1 million of interest expense, related to the Second BankProv Term Note.

During the three months ended March 31, 2025, the Company paid aggregate principal payments of approximately $0.1 million and aggregate interest payments of less than $0.1 million related to the Second BankProv Term Note.

The Second BankProv Term Note contained financial covenants, including leverage ratio requirements.

Line of Credit Facilities

As of April 3, 2026 and December 31, 2025 2024, the Company has borrowings under revolving line of credit facilities. The lines of credit contain certain restrictive and financial covenants. As of April 3, 2026 and December 31, 2025, the Company was in compliance with these covenants.