V2X, Inc.
For the period ended Sep 26, 2025. Filed Nov 3, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 26, 2025 · Filed Nov 3, 2025
VVX$76.14+2.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-27; filed 2025-08-04.
0001601548-25-000048
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-26; filed 2025-11-03.
0001601548-25-000066
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 100 previous paragraphs and 103 current paragraphs.
50 unchanged; 42 reworded; 11 added; 7 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
Secondary Public Offerings
Current report
On August 8, 2025, we entered into an underwriting agreement (the August 2025 Underwriting Agreement), by and among the Company, the Selling Shareholder and the Underwriter, relating to the public offering (the August 2025 Offering) of 2,000,000 shares of common stock by the Selling Shareholder. The August 2025 Offering closed on August 11, 2025. In connection with the August 2025 Offering, we purchased from the Underwriter 200,000 shares of common stock that were subject to the August 2025 Offering at a price per share equal to the price per share paid by the Underwriter to the Selling Shareholder in the August 2025 Offering. We did not sell any securities in the August 2025 Offering and did not receive any proceeds from the sale of the shares offered by the Selling Shareholder.
Current report
In addition, on September 11, 2025, the Selling Shareholder sold 1,700,000 shares of common stock pursuant to Rule 144 of the Securities Act (the September 2025 Rule 144 Sale). As a result of the reduced percentage ownership of 25.7% resulting from the September 2025 Rule 144 Sale and in accordance with the terms of the V2X Shareholders Agreement dated July 22, 2022 between the Selling Shareholder and the Company (the Shareholders Agreement), one director designated by the Selling Shareholder and certain of its affiliates is obligated to resign from the Board of Directors (the Board) of the Company effective no later than the Company's 2026 Annual Meeting of Shareholders (the 2026 Annual Meeting). We did not sell any securities in the September 2025 Rule 144 Sale and did not receive any proceeds from the sale of the shares sold by the Selling Shareholder.
Current report
On September 4, 2024, we entered into an underwriting agreement (the 2024 Underwriting Agreement), by and among the Company, the Selling Shareholder and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Robert W. Baird & Co. Incorporated, as representatives to several underwriters named therein (the 2024 Underwriters), relating to the public offering of 2,000,000 shares of common stock by the Selling Shareholder (the 2024 Secondary Offering) and up to 300,000 additional shares of common stock (the Option Shares) by the Selling Shareholder at the 2024 Underwriters’ option at any time on or before the 30th day after the date of the 2024 Underwriting Agreement (the Option, and together with the 2024 Secondary Offering, the 2024 Offering). The 2024 Secondary Offering closed on September 6, 2024. The Company did not sell any securities in the 2024 Secondary Offering and did not receive any proceeds from the sale of the shares offered by the Selling Shareholder.
Current report
On September 11, 2024, the 2024 Underwriters notified the Company and the Selling Shareholder that they had elected to exercise the Option in full. The offering of the Option Shares closed on September 12, 2024. All of the Option Shares were sold by the Selling Shareholder. The Company did not receive any of the proceeds from the sale of the Option Shares by the Selling Shareholder in the offering.
Current report
Cost of revenue increased $82.4 million, or 8.3%, for the three months ended September 26, 2025 as compared to the three months ended September 27, 2024, primarily driven by the increase in revenue.
Current report
Nine months ended September 26, 2025, compared to nine months ended September 27, 2024
Current report
Cost of revenue increased $64.2 million, or 2.2%, for the nine months ended September 26, 2025 as compared to the nine months ended September 27, 2024, primarily driven by the increase in revenue.
Current report
SG&A expenses decreased $2.5 million, or 1.9%, for the nine months ended September 26, 2025 as compared to the nine months ended September 27, 2024, primarily due to lower integration-related costs, partially offset by the timing of expenses.
Current report
Income Tax Expense
Current report
The FY 2026 appropriations for the U.S. government were not enacted by September 30, 2025, resulting in a U.S. federal government shutdown that began on October 1, 2025, and continues through the date of this filing. We are monitoring potential impacts, which could include consequences to collections and cash flows if the shutdown extends for a prolonged period of time. See"Economic Opportunities, Challenges and Risks” for further information.
Removed paragraphs (7)
Previous report
Secondary Public Offering
Previous report
Cost of revenue decreased $15.8 million, or 1.6%, for the three months ended June 27, 2025 as compared to the three months ended June 28, 2024, primarily driven by favorable contract mix.
Previous report
Six months ended June 27, 2025, compared to six months ended June 28, 2024
Previous report
Cost of revenue decreased $18.2 million, or 0.9%, for the six months ended June 27, 2025 as compared to the six months ended June 28, 2024, primarily driven by favorable contract mix.
Previous report
SG&A expenses increased $0.2 million, or 0.3%, for the six months ended June 27, 2025 as compared to the six months ended June 28, 2024.
Previous report
Loss on Extinguishment of Debt
Previous report
Income Tax Expense (Benefit)
Reworded paragraphs (42)
Previous wording
Our primary customer is the DoD. For both the six months ended June 27, 2025 and June 28, 2024, the Company had total revenue of $2.1 billion, the substantial majority of which was derived from U.S. government customers. For both the six months ended June 27, 2025 and June 28, 2024, we generated approximately 43% of our total revenue from the U.S. Army.
Current wording
Our primary customer is the U.S. Department of War (DoW), also known as the Department of Defense under 10 U.S.C. § 111(a). For the nine months ended September 26, 2025 and September 27, 2024, the Company had total revenue of $3.3 billion and $3.2 billion, respectively, the substantial majority of which was derived from U.S. government customers. For the nine months ended September 26, 2025 and September 27, 2024, we generated approximately 41% and 42%, respectively, of our total revenue from the U.S. Army.
Previous wording
Our revenue increased $6.1 million, or 0.6%, for the three months ended June 27, 2025 as compared to the three months ended June 28, 2024. Revenue increased primarily due to the conclusion of a non-recurring contractual commitment. Revenue from our programs in the U.S. and Europe increased by $53.4 million and $1.3 million, respectively, partially offset by a decrease in revenue from our programs in the Middle East and Asia of $40.7 million and $7.9 million, respectively, during the three months ended June 27, 2025 as compared to the three months ended June 28, 2024.
Current wording
Our revenue increased $85.5 million, or 8%, for the three months ended September 26, 2025 as compared to the three months ended September 27, 2024. Revenue increased primarily due to the ramp up of several programs. Revenue from our programs in the U.S. and Europe increased by $79.8 million and $9.1 million, respectively, partially offset by a decrease in revenue from our programs in the Middle East and Asia of $1.9 million and $1.5 million, respectively, during the three months ended September 26, 2025 as compared to the three months ended September 27, 2024.
Previous wording
Operating income for the three and six months ended June 27, 2025 was $52.9 million and $87.2 million, respectively, an increase of $25.5 million and $29.5 million, or 93.0% and 51.0%, respectively, compared to the three and six months ended June 28, 2024. Operating income increased primarily due to the conclusion of a non-recurring contractual commitment, decreased Selling, General, & Administrative (SG&A) expenses, changes in aggregate cumulative adjustments and favorable contract mix.
Current wording
Operating income for the three and nine months ended September 26, 2025 was $55.7 million and $142.9 million, respectively, an increase of $5.8 million and $35.3 million, or 12% and 33%, respectively, compared to the three and nine months ended September 27, 2024. Operating income increased primarily due to the ramp up of several programs, the conclusion of a non-recurring contractual commitment, decreased Selling, General, & Administrative (SG&A) expenses, and favorable contract mix.
Previous wording
Further details related to consolidated financial results for the three and six months ended June 27, 2025, compared to the three and six months ended June 28, 2024, are contained in the "Discussion of Financial Results" section.
Current wording
Further details related to consolidated financial results for the three and nine months ended September 26, 2025, compared to the three and nine months ended September 27, 2024, are contained in the "Discussion of Financial Results" section.
Previous wording
The LOGCAP V - Kuwait Task Order is currently exercised through June 30, 2026. On April 17, 2025, the U.S. Department of the Army announced that it will extend the current period of performance for the various task orders under the LOGCAP V, including the Kuwait Task Order, which is scheduled to extend through June 2030. The Kuwait Task Order provides services to support the Geographical Combatant Commands and Army Service Component Commands throughout the full range of military operations in the Kuwait region. The LOGCAP V - Kuwait Task Order contributed $229.1 million and$218.5 million of revenue for thesix months ended June 27, 2025 and June 28, 2024, respectively.
Current wording
The LOGCAP V - Kuwait Task Order is currently exercised through June 30, 2026. On April 17, 2025, the U.S. Department of the Army announced that it will extend the current period of performance for the various task orders under the LOGCAP V, including the Kuwait Task Order, which is scheduled to extend through June 2030. The Kuwait Task Order provides services to support the Geographical Combatant Commands and Army Service Component Commands throughout the full range of military operations in the Kuwait region. The LOGCAP V - Kuwait Task Order contributed $333.9 million and $328.8 million of revenue for the nine months ended September 26, 2025 and September 27, 2024, respectively.
Previous wording
Funded orders (different from funded backlog) represent orders for which funding was received during the period. We received funded orders of $2.2 billion during the six months ended June 27, 2025, which was an increase of $0.1 billion compared to the six months ended June 28, 2024.
Current wording
Funded orders (different from funded backlog) represent orders for which funding was received during the period. We received funded orders of $3.3 billion during the nine months ended September 26, 2025, which was a decrease of $0.1 billion compared to the nine months ended September 27, 2024.
Previous wording
The U.S. government’s investment in services and capabilities in response to changing security challenges creates a complex and fluid business environment for V2X and other firms in this market. However, the U.S. continues to face substantial fiscal and economic challenges in addition to a varying political environment which could affect funding. The pace and depth of U.S. government acquisition reform and cost savings initiatives, combined with increased industry competitiveness to win long-term positions on key programs, could add pressure to revenue levels and profit margins. However, the Company expects the U.S. government will continue to place a high priority on national security and will continue to invest in affordable solutions. V2X believes that its capabilities should help its clients increase efficiency, reduce costs, improve readiness, and strengthen national security and, as a result, continue to allow for long-term profitable growth in the business. Further, the DoD budget remains the largest in the world and management believes the Company's addressable portion of the DoD budget offers substantial opportunity for growth.
Current wording
The U.S. government’s investment in services and capabilities in response to changing security challenges creates a complex and fluid business environment for V2X and other firms in this market. However, the U.S. continues to face substantial fiscal and economic challenges in addition to a varying political environment which could affect funding. The pace and depth of U.S. government acquisition reform and cost savings initiatives, combined with increased industry competitiveness to win long-term positions on key programs, could add pressure to revenue levels and profit margins. However, the Company expects the U.S. government will continue to place a high priority on national security and will continue to invest in affordable solutions. V2X believes that its capabilities should help its clients increase efficiency, reduce costs, improve readiness, and strengthen national security and, as a result, continue to allow for long-term profitable growth in the business. Further, the DoW budget remains the largest in the world and management believes the Company's addressable portion of the DoW budget offers substantial opportunity for growth.
Previous wording
The U.S. government's Fiscal Year (FY) begins on October 1 and ends on September 30. On March 15, 2025, the President signed into law the Full-Year Continuing Appropriations and Extensions Act 2025 to continue funding the government through FY 2025. The FY 2025 Continuing Resolution (CR) is generally similar to the FY 2024 funding levels but includes a $6 billion increase in defense spending and certain reductions in non-defense spending compared to FY 2024. The DoD FY 2025 base budget equals approximately $831 billion with the spending increase. Additionally, the FY 2025 CR provides the DoD with the flexibility to allocate funding, including authority to start new programs, assuming certain requirements are met. However, government operations under the FY 2025 CR could have potential impacts on the timing and award of new programs and contracts.
Current wording
The U.S. government's Fiscal Year (FY) begins on October 1 and ends on September 30. On March 15, 2025, the President signed into law the Full-Year Continuing Appropriations and Extensions Act 2025 to continue funding the government through FY 2025.
Previous wording
The Administration recently submitted the FY 2026 budget request to Congress, kicking off the defense authorization and appropriations legislative process. The DoD FY 2026 budget request is approximately $962 billion, including both discretionary appropriations and mandatory funding contained in the One Big Beautiful Bill Act (OBBBA). The OBBBA was signed into law by the President on July 4th, 2025, and allocates approximately $150 billion in appropriations to support defense and national security priorities. Of the $150 billion in OBBBA appropriations, approximately $113 billion is mandatory funding aligned to the FY 2026 DoD budget. Congress will need to approve or revise the FY 2026 budget request through enactment of appropriations and other legislation, which would require final approval from the President to become law. See Note 9, Income Taxes, in the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further discussion relating to the OBBBA.
Current wording
The DoW FY 2026 budget request is approximately $962 billion, including both discretionary appropriations and mandatory funding contained in the One Big Beautiful Bill Act (OBBBA). The OBBBA was signed into law by the President on July 4th, 2025, and allocates approximately $150 billion in appropriations to support defense and national security priorities. Of the $150 billion in OBBBA appropriations, approximately $113 billion is mandatory funding aligned to the FY 2026 DoW budget. Congress will need to approve or revise the FY 2026 budget request through enactment of appropriations and other legislation, which would require final approval from the President to become law. See Note 9, Income Taxes, in the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further discussion relating to the OBBBA.
Previous wording
We anticipate the federal budget will continue to be subject to debate and compromise shaped by, among other things, heightened political tensions, Congress, the debt ceiling, the global security environment, inflationary pressures, and other macroeconomic conditions. The result may shift funding priorities, which could have material impacts on our programs and defense spending broadly. Additionally, the Administration continues to assess government-wide procurement, staffing, and support activities, including the evaluation of mission priorities, acquisition methods, contract performance, and other factors, which could result in potential actions. Those actions remain uncertain and could result in impacts to our current and future financial performance and business prospects.
Current wording
We anticipate the federal budget will continue to be subject to debate and compromise shaped by, among other things, heightened political tensions, Congress, the debt ceiling, the global security environment, inflationary pressures, and other macroeconomic conditions. The FY 2026 appropriations for the U.S. government were not enacted by September 30, 2025, resulting in a U.S. federal government shutdown that began on October 1, 2025, and continues through the date of this filing. The result may shift funding priorities, which could have material impacts on our programs and defense spending broadly. Additionally, the Administration continues to assess government-wide procurement, staffing, and support activities, including the evaluation of mission priorities, acquisition methods, contract performance, and other factors, which could result in potential actions. Those actions remain uncertain and could result in impacts to our current and future financial performance and business prospects. Per federal guidelines, we are continuing to perform work on existing contracts that have been funded with appropriations from prior years. While not currently the case, we may be expected to operate for some period of time on certain U.S. government contracts even if the U.S. government customer is unable to make timely payments. To date, the Company has not experienced a material impact from the government shutdown. However, if the U.S. federal government shutdown continues for an extended period it could result in significant consequences for our company, employees, customers, suppliers and our industry and could result in material impacts to our financial position, results of operations, bookings, backlog, and/or collections and cash flows.
Previous wording
On May 15, 2025, we entered into an underwriting agreement (the Underwriting Agreement), by and among the Company, Vertex Aerospace Holdco LLC (the Selling Shareholder) and RBC Capital Markets, LLC, as underwriter (the Underwriter), relating to the public offering (the Offering) of 2,000,000 shares of common stock by the Selling Shareholder and up to 300,000 additional shares of common stock at the Underwriter’s option at any time on or before the 30th day after the date of the prospectus supplement dated May 15, 2025 (the Option). The Offering closed on May 19, 2025. The Selling Shareholder elected not to exercise the Option. The Company did not sell any securities in the Offering and did not receive any proceeds from the sale of the shares offered by the Selling Shareholder.
Current wording
On May 15, 2025, we entered into an underwriting agreement (the May 2025 Underwriting Agreement), by and among the Company, Vertex Aerospace Holdco LLC (the Selling Shareholder) and RBC Capital Markets, LLC, as underwriter (the Underwriter), relating to the public offering (the May 2025 Offering) of 2,000,000 shares of common stock by the Selling Shareholder and up to 300,000 additional shares of common stock at the Underwriter’s option at any time on or before the 30th day after the date of the prospectus supplement dated May 15, 2025 (the May 2025 Option). The May 2025 Offering closed on May 19, 2025. The Selling Shareholder elected not to exercise the May 2025 Option. The Company did not sell any securities in the May 2025 Offering and did not receive any proceeds from the sale of the shares offered by the Selling Shareholder.
Previous wording
During the three months ended June 27, 2025, we incurred costs of $0.2 million in connection with the Offering. These costs are included within selling, general, and administrative expenses on our Condensed Consolidated Statement of Income (Loss).
Current wording
During the three and nine months ended September 26, 2025, we incurred costs of $0.1 million and $0.3 million, respectively, in connection with the secondary offerings. During both the three and nine months ended September 27, 2024, we incurred costs of $0.6 million in connection with the 2024 Offering. These are accounting and legal fees, and the costs are included within selling, general, and administrative expenses on our Condensed Consolidated Statement of Income.
Previous wording
Revenue increased $6.1 million, or 0.6%, for the three months ended June 27, 2025 as compared to the three months ended June 28, 2024 primarily due to the conclusion of a non-recurring contractual commitment. Revenue from our programs in the U.S. and Europe increased by $53.4 million and $1.3 million, respectively, partially offset by a decrease in revenue from our programs in the Middle East and Asia of $40.7 million and $7.9 million, respectively.
Current wording
Revenue increased $85.5 million, or 7.9%, for the three months ended September 26, 2025 as compared to the three months ended September 27, 2024 primarily driven by the ramp up of several programs. Revenue from our programs in the U.S. and Europe increased by $79.8 million and $9.1 million, respectively, partially offset by a decrease in revenue from our programs in the Middle East and Asia of $1.9 million and $1.5 million, respectively.
Previous wording
SG&A expenses decreased $3.6 million, or 7.8%, for the three months ended June 27, 2025 as compared to the three months ended June 28, 2024, primarily due to lower integration-related costs and timing of expenses.
Current wording
SG&A expenses decreased $2.7 million, or 6.5%, for the three months ended September 26, 2025 as compared to the three months ended September 27, 2024, primarily due to lower integration-related costs.
Previous wording
Operating income increased $25.5 million, or 93.0%, for the three months ended June 27, 2025 as compared to the three months ended June 28, 2024. Operating income as a percentage of revenue was 4.9% for the three months ended June 27, 2025, compared to 2.6% for the three months ended June 28, 2024, primarily driven by the conclusion of a non-recurring contractual commitment, decreased SG&A expenses and favorable contract mix.
Current wording
Operating income increased $5.8 million, or 11.6%, for the three months ended September 26, 2025 as compared to the three months ended September 27, 2024. Operating income as a percentage of revenue was 4.8% for the three months ended September 26, 2025, compared to 4.6% for the three months ended September 27, 2024, primarily driven by the ramp up of several programs and decreased SG&A expenses.
Previous wording
Aggregate cumulative adjustments increased operating income by $1.4 million and $0.7 million for the three months ended June 27, 2025 and June 28, 2024, respectively. The aggregate cumulative adjustments for the three months ended June 27, 2025 and June 28, 2024 related to changes in contract terms, program performance, customer changes in scope of work and changes to estimates in the reported period.
Current wording
Aggregate cumulative adjustments increased operating income by $2.5 million and $17.3 million for the three months ended September 26, 2025 and September 27, 2024, respectively. The aggregate cumulative adjustments for the three months ended September 26, 2025 and September 27, 2024 related to changes in contract terms, program performance, customer changes in scope of work and changes to estimates in the reported period.
Previous wording
Revenue increased $11.5 million, or 0.6%, for the six months ended June 27, 2025 as compared to the six months ended June 28, 2024 primarily due to the conclusion of a non-recurring contractual commitment. Revenue from programs located in the U.S. increased by $86.2 million, partially offset by a decrease in revenue from programs located in the Middle East, Europe and Asia of $65.7 million, $8.3 million and $0.7 million, respectively.
Current wording
Revenue increased $97.0 million, or 3.1%, for the nine months ended September 26, 2025 as compared to the nine months ended September 27, 2024, primarily driven by the ramp up of several programs. Revenue from programs located in the U.S. increased by $166.0 million, partially offset by a decrease in revenue from programs located in the Middle East and Asia of $67.6 million and $2.2 million, respectively.
Previous wording
Operating income increased $29.5 million, or 51.0%, for the six months ended June 27, 2025 as compared to the six months ended June 28, 2024. Operating income as a percentage of revenue was 4.2% for the six months ended June 27, 2025, compared to 2.8% for the six months ended June 28, 2024. The increase in operating income was primarily driven by the conclusion of a non-recurring contractual commitment, changes in aggregate cumulative adjustments and favorable contract mix.
Current wording
Operating income increased $35.3 million, or 32.8%, for the nine months ended September 26, 2025 as compared to the nine months ended September 27, 2024. Operating income as a percentage of revenue was 4.4% for the nine months ended September 26, 2025, compared to 3.4% for the nine months ended September 27, 2024. The increase in operating income was primarily driven by the ramp up of several programs, the conclusion of a non-recurring contractual commitment, decreased SG&A expenses, and favorable contract mix.
Previous wording
Aggregate cumulative adjustments increased operating income by $5.6 million and $1.2 million for the six months ended June 27, 2025 and June 28, 2024, respectively. The aggregate cumulative adjustments for the six months ended June 27, 2025 and June 28, 2024 related to changes in contract terms, program performance, customer changes in scope of work and changes to estimates in the reported period.
Current wording
Aggregate cumulative adjustments increased operating income by $8.1 million and $18.5 million for the nine months ended September 26, 2025 and September 27, 2024, respectively. The aggregate cumulative adjustments for the nine months ended September 26, 2025 and September 27, 2024 related to changes in contract terms, program performance, customer changes in scope of work and changes to estimates in the reported period.
Previous wording
The Company recorded a $2.5 million loss on extinguishment of debt for the six months ended June 27, 2025 and a $2.0 million loss on extinguishment of debt for the six months ended June 28, 2024. For further discussion see Note 5, Debt, in the Notes to Condensed Consolidated Financial Statements.
Current wording
The Company recorded a $2.5 million loss on extinguishment of debt for the nine months ended September 26, 2025 and a $2.0 million loss on extinguishment of debt for the nine months ended September 27, 2024. For further discussion see Note 5, Debt, in the Notes to Condensed Consolidated Financial Statements.
Previous wording
Interest expense, net for the three and six months ended June 27, 2025 and June 28, 2024 was as follows:
Current wording
Interest expense, net for the three and nine months ended September 26, 2025 and September 27, 2024 was as follows:
Previous wording
Interest income is related to interest earned on cash and cash equivalents. Interest expense is related to borrowings under our senior secured credit facilities, with the amortization of debt issuance costs, and derivative instruments used to hedge a portion of exposure to interest rate risk. Interest expense, net decreased $16.1 million for the six months ended June 27, 2025 compared to the six months ended June 28, 2024 primarily due to a decrease in our debt balance and reduced interest rates resulting from both the January 2, 2025 amendment to the First Lien Credit Agreement and the March 31, 2025 amendment to the 2023 Credit Agreement. For further discussion of these amendments see Note 5, Debt, in the Notes to Condensed Consolidated Financial Statements.
Current wording
Interest income is related to interest earned on cash and cash equivalents. Interest expense is related to borrowings under our senior secured credit facilities, with the amortization of debt issuance costs, and derivative instruments used to hedge a portion of exposure to interest rate risk. Interest expense, net decreased $23.3 million for the nine months ended September 26, 2025 compared to the nine months ended September 27, 2024 primarily due to a decrease in our debt balance and reduced interest rates resulting from both the January 2, 2025 amendment to the First Lien Credit Agreement and the March 31, 2025 amendment to the 2023 Credit Agreement. For further discussion of these amendments see Note 5, Debt, in the Notes to Condensed Consolidated Financial Statements.
Previous wording
During the three and six months ended June 27, 2025, we incurred purchase discount fees, net of servicing fees, of $2.6 million and $5.1 million, respectively, related to the sale of accounts receivable through the MARPA Facility. During the three and six months ended June 28, 2024, we incurred purchase discount fees and other expenses of $2.6 million and $4.2 million, respectively, related to the sale of accounts receivable through the MARPA Facility.
Current wording
During the three and nine months ended September 26, 2025, we incurred purchase discount fees, net of servicing fees, of $3.0 million and $8.1 million, respectively, related to the sale of accounts receivable through the MARPA Facility. During the three and nine months ended September 27, 2024, we incurred purchase discount fees, net of servicing fees, of $3.2 million and $7.4 million, respectively, related to the sale of accounts receivable through the MARPA Facility.
Previous wording
In addition, during the three and six months ended June 28, 2024, we incurred a $2.2 million impairment charge on a non-operating, long-lived asset, primarily due to a decreased fair market value. During the three and six months ended June 27, 2025, there were no impairment charges on non-operating, long-lived assets.
Current wording
In addition, during the nine months ended September 27, 2024, we incurred a $2.2 million impairment charge on a non-operating, long-lived asset, primarily due to a decreased fair market value. During the three and nine months ended September 26, 2025, there were no impairment charges on non-operating, long-lived assets.
Previous wording
We recorded income tax expense of $7.1 million and income tax benefits of $1.6 million for the three months ended June 27, 2025 and June 28, 2024, respectively. Our effective income tax rates for the three months ended June 27, 2025 and June 28, 2024, were 24.0% and 19.3%, respectively. For the six months ended June 27, 2025 and June 28, 2024, the Company recorded income tax expense of $9.0 million and income tax benefits of $1.6 million, representing effective income tax rates of 22.8% and 22.7%, respectively. The effective income tax rates vary from the federal statutory rate of 21.0% mainly due to state and foreign taxes, disallowed compensation deduction under Internal Revenue Code Section 162(m), offset by available deductions not reflected in book income, and income tax credits.
Current wording
We recorded income tax expense of $8.1 million and $4.5 million for the three months ended September 26, 2025 and September 27, 2024, respectively. Our effective income tax rates for the three months ended September 26, 2025 and September 27, 2024, were 24.9% and 23.0%, respectively. For the nine months ended September 26, 2025 and September 27, 2024, the Company recorded income tax expense of $17.2 million and $2.9 million, representing effective income tax rates of 23.7% and 23.1%, respectively. The effective income tax rates vary from the federal statutory rate of 21.0% mainly due to state and foreign taxes, disallowed compensation deduction under Internal Revenue Code Section 162(m), offset by available deductions not reflected in book income, and income tax credits.
Previous wording
We are not aware of any known trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, a material decrease in our liquidity. In addition, other than items discussed, there are no known material trends, favorable or unfavorable, in our capital resources and no expected material changes in the mix of such resources.
Current wording
Outside of the aforementioned, we are not aware of any known trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, a material decrease in our liquidity. In addition, other than items discussed, there are no known material trends, favorable or unfavorable, in our capital resources and no expected material changes in the mix of such resources.
Previous wording
If cash flows from operations are less than expected, we may need to access the long-term or short-term capital markets. Although we believe our current financing arrangements will permit financing of our operations on acceptable terms and conditions, access to and the availability of financing on acceptable terms and conditions in the future will be impacted by many factors, including but not limited to: (i) our credit ratings, (ii) the liquidity of the overall capital markets, and (iii) the current state of the economy. We cannot provide assurance that such financing will be available on acceptable terms or that such financing will be available at all.
Current wording
If cash flows from operations are less than expected, we may need to access the long-term or short-term capital markets. Although we believe our current financing arrangements will permit financing of our operations on acceptable terms and conditions, access to and the availability of financing on acceptable terms and conditions in the future will be impacted by many factors, including but not limited to: (i) our credit ratings, (ii) the liquidity of the overall capital markets, (iii) the current state of the economy, and (iv) uncertainties in the U.S. government defense budget and their ability to fund contracts, including those uncertainties arising from a prolonged U.S. government shutdown. We cannot provide assurance that such financing will be available on acceptable terms or that such financing will be available at all.
Previous wording
On January 2, 2025, the First Lien Credit Agreement was amended to provide, among other things, a new tranche of term loans in an aggregate original principal amount of $899.8 million (the New Term Loans), in which the New Term Loans replace or refinance in full all the existing term loans outstanding under the First Lien Term Tranche as in effect immediately prior to the amendment (the Existing Term Loans). See Note 5, Debt, in the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further discussion.
Current wording
On January 2, 2025, the First Lien Credit Agreement was amended to provide, among other things, a new tranche of term loans in an aggregate original principal amount of $899.8 million (the New Term Loans), in which the New Term Loans replace or refinance in full all the existing term loans outstanding under the First Lien Term Tranche in effect immediately prior to the amendment (the Existing Term Loans). See Note 5, Debt, in the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further discussion.
Previous wording
On March 31, 2025, the 2023 Credit Agreement was amended to provide, among other things, a new tranche of term loans in an aggregate original principal amount of $237.5 million (the 2025 Term Loans), which replace or refinance in full all the existing term loans outstanding under the 2023 Credit Agreement as in effect immediately prior to the amendment. The 2023 Credit Agreement was further amended to provide a new tranche of revolving credit commitments in an aggregate original principal amount of $500.0 million (the 2025 Revolver), which replace or refinance in full all the existing revolving credit loans and commitments outstanding under the 2023 Credit Agreement as in effect immediately prior to the amendment. See Note 5, Debt, in the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further discussion.
Current wording
On March 31, 2025, the 2023 Credit Agreement was amended to provide, among other things, a new tranche of term loans in an aggregate original principal amount of $237.5 million (the 2025 Term Loans), which replace or refinance in full all the existing term loans outstanding under the 2023 Credit Agreement in effect immediately prior to the amendment. The 2023 Credit Agreement was further amended to provide a new tranche of revolving credit commitments in an aggregate original principal amount of $500.0 million (the 2025 Revolver), which replace or refinance in full all the existing revolving credit loans and commitments outstanding under the 2023 Credit Agreement in effect immediately prior to the amendment. See Note 5, Debt, in the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further discussion.
Previous wording
As of June 27, 2025, the carrying value of the First Lien Credit Agreement was $897.5 million, excluding deferred discount and unamortized deferred financing costs of $26.4 million. The estimated fair value of the First Lien Credit Agreement as of June 27, 2025 was $894.2 million. The fair value is based on observable inputs of interest rates that are currently available to us for debt with similar terms and maturities for non-public debt (Level 2).
Current wording
As of September 26, 2025, the carrying value of the First Lien Credit Agreement was $895.3 million, excluding deferred discount and unamortized deferred financing costs of $25.2 million. The estimated fair value of the First Lien Credit Agreement as of September 26, 2025 was $895.3 million. The fair value is based on observable inputs of interest rates that are currently available to us for debt with similar terms and maturities for non-public debt (Level 2).
Previous wording
As of June 27, 2025, there were no outstanding borrowings and $23.8 million of outstanding letters of credit under the 2025 Revolver. Availability under the 2025 Revolver was $476.2 million as of June 27, 2025. Unamortized deferred financing costs related to the 2025 Revolver of $4.5 million are included in other non-current assets in the Condensed Consolidated Balance Sheets. As of June 27, 2025, the fair value of the 2025 Revolver approximated the carrying value because the debt bears a floating interest rate.
Current wording
As of September 26, 2025, there were no outstanding borrowings and $24.1 million of outstanding letters of credit under the 2025 Revolver. Availability under the 2025 Revolver was $475.9 million as of September 26, 2025. Unamortized deferred financing costs related to the 2025 Revolver of $4.3 million are included in other non-current assets in the Condensed Consolidated Balance Sheets. As of September 26, 2025, the fair value of the 2025 Revolver approximated the carrying value because the debt bears a floating interest rate.
Previous wording
As of June 27, 2025, the carrying value of the 2025 Term Loans was $237.5 million, excluding unamortized deferred financing costs of $1.9 million. The estimated fair value of the 2025 Term Loans as of June 27, 2025 was $236.6 million. The fair value is based on observable inputs of interest rates that are currently available to us for debt with similar terms and maturities for non-public debt (Level 2).
Current wording
As of September 26, 2025, the carrying value of the 2025 Term Loans was $236.0 million, excluding unamortized deferred financing costs of $1.8 million. The estimated fair value of the 2025 Term Loans as of September 26, 2025 was $235.4 million. The fair value is based on observable inputs of interest rates that are currently available to us for debt with similar terms and maturities for non-public debt (Level 2).
Previous wording
The cash presented on the Condensed Consolidated Balance Sheets consists of U.S. and international cash from wholly owned subsidiaries. Approximately $34.3 million of our $190.5 million in cash, cash equivalents and restricted cash as of June 27, 2025 is held by foreign subsidiaries and is not available to fund U.S. operations unless repatriated. We do not currently expect to repatriate undistributed earnings of foreign subsidiaries. We expect our U.S. domestic cash resources will be sufficient to fund our U.S. operating activities and cash commitments for financing activities.
Current wording
The cash presented on the Condensed Consolidated Balance Sheets consists of cash held by our wholly owned U.S. and international subsidiaries. Approximately $33.9 million of our $182.3 million in cash, cash equivalents and restricted cash as of September 26, 2025 is held by foreign subsidiaries and is not available to fund U.S. operations unless repatriated. We do not currently expect to repatriate undistributed earnings of foreign subsidiaries. We expect our U.S. domestic cash resources will be sufficient to fund our U.S. operating activities and cash commitments for financing activities.
Previous wording
Accounts receivable balances can vary significantly over time and are impacted by revenue levels and the timing of payments received from customers. Days sales outstanding (DSO) is a metric used to monitor accounts receivable levels. We determine our DSO by calculating the number of days necessary to exhaust our ending accounts receivable balance based on our most recent historical revenue. DSO was 60 and 57 days as of June 27, 2025 and December 31, 2024, respectively.
Current wording
Accounts receivable balances can vary significantly over time and are impacted by revenue levels and the timing of payments received from customers. Days sales outstanding (DSO) is a metric used to monitor accounts receivable levels. We determine our DSO by calculating the number of days necessary to exhaust our ending accounts receivable balance based on our most recent historical revenue. DSO was 56 and 57 days as of September 26, 2025 and December 31, 2024, respectively.
Previous wording
Net cash used in operating activities for the six months ended June 27, 2025 consisted of net cash outflows in working capital accounts of $161.7 million and net cash outflows in other long-term assets and liabilities of $7.8 million, partially offset by cash inflows from non-cash net income items of $63.0 million, net income of $30.5 million and cash inflows from the sale of receivables through the MARPA Facility of $9.0 million.
Current wording
Net cash used in operating activities of $27.5 million for the nine months ended September 26, 2025 consisted of net cash outflows in working capital accounts of $180.6 million and other long-term assets and liabilities of $10.9 million, partially offset by non-cash net income adjusting items (primarily consisting of depreciation and amortization) of $91.9 million, net proceeds from the sale of receivables through the MARPA Facility of $17.0 million, and net income of $55.1 million.
Previous wording
Net cash used in operating activities for thesix months ended June 28, 2024, primarily consisted of net cash outflows in working capital accounts of $198.9 million, net cash outflows in other long-term assets and liabilities of $26.6 million and net loss of $5.4 million, partially offset by cash inflows from the sale of receivables through the MARPA Facility of $121.9 million and cash inflows from non-cash net income items of $77.5 million.
Current wording
Net cash provided by operating activities of $31.1 million for the nine months ended September 27, 2024, consisted of non-cash net income adjusting items (primarily consisting of depreciation and amortization) of $110.8 million, proceeds from the sale of receivables through the MARPA Facility of $70.7 million, and net income of $9.7 million, partially offset by net cash outflows in working capital accounts of $119.7 million and other long-term assets and liabilities of $40.3 million.
Previous wording
Net cash used in investing activities for the six months ended June 27, 2025 consisted of $5.1 million of net capital expenditures for the purchase of software and hardware, vehicles and equipment related to ongoing operations.
Current wording
Net cash used in investing activities for the nine months ended September 26, 2025 consisted of $27.5 million for the acquisition of a business and $7.4 million of net capital expenditures for the purchase of software and hardware, vehicles and equipment related to ongoing operations.
Previous wording
Net cash used in investing activities for thesix months ended June 28, 2024 consisted of $16.9 million for the acquisition of businesses and$8.5 million of capital expenditures for the purchase of software and hardware, vehicles and equipment related to ongoing operations.
Current wording
Net cash used in investing activities for the nine months ended September 27, 2024 consisted of $16.9 million for the acquisition of businesses and $10.7 million of net capital expenditures for the purchase of software and hardware, vehicles and equipment related to ongoing operations.
Previous wording
Net cash used in financing activities during thesix months ended June 27, 2025 consisted ofrevolver repayments of $319.0 million, payments for debt issuance costs of $3.9 million, repayments of long-term debt of $3.8 million and payments for employee withholding taxes on stock-based compensation of $3.0 million, partially offset by proceeds from the revolver of $319.0 million.
Current wording
Net cash used in financing activities during the nine months ended September 26, 2025 primarily consisted of revolver repayments of $459.0 million, purchases of treasury stock of $10.0 million, repayments of long-term debt of $7.5 million, payments for debt issuance costs of $3.9 million, and payments for employee withholding taxes on stock-based compensation of $3.0 million, partially offset by proceeds from the revolver of $459.0 million.
Previous wording
Net cash provided by financing activities during thesix months ended June 28, 2024 consisted of proceeds from the revolver of$648.8 million, partially offset by revolver repayments of$602.8 million, payments for employee withholding taxes on stock-based compensation of$5.8 million, repayments of long-term debt of$7.7 million, and payments for debt issuance costs of $1.2 million.
Current wording
Net cash used in financing activities during the nine months ended September 27, 2024 primarily consisted of revolver repayments of $1.0 billion, payments for employee withholding taxes on share-based compensation of $8.0 million, repayments of long-term debt of $7.7 million, and payments for debt issuance costs of $1.2 million, partially offset by proceeds from the revolver of $1.0 billion.
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Previous report — wording carried elsewhere
The Company recorded a $0.3 million loss on extinguishment of debt for the three months ended June 27, 2025 and a $2.0 million loss on extinguishment of debt for the three months ended June 28, 2024. For further discussion see Note 5, Debt, in the Notes to Condensed Consolidated Financial Statements.