Elmet Group Co.
For the period ended Oct 2, 2026. Filed Nov 9, 2026.
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.
Oct 2, 2026 · Filed Nov 9, 2026
ELMT$21.99+12.1%Stored close · as of Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-07-03; filed 2026-08-13.
0001628280-26-056460
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-10-02; filed 2026-11-09.
0001628280-26-072286
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 285 previous paragraphs and 423 current paragraphs.
151 unchanged; 105 reworded; 164 added; 26 removed; 3 previous and 3 current paragraphs rearranged.
Tables are not compared: 19 previous and 19 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 (164)
Current report
Our Strategic Transformation
Current report
In September 2026, we entered into a series of transactions that we believe fundamentally expand the scale and scope of our platform. Collectively, the DoW Transactions, the Springer Transactions, the Masan Investment, the DLA Offtake Agreement, the formation of Elmet Refining & Trading and the OSRAM Acquisition (each as discussed below) are intended to enhance our position as the only U.S.-owned, vertically integrated manufacturer of tungsten and molybdenum materials and products and transform our Company into an integrated mine-to-component platform across the U.S. and Europe. The DoW Transactions provide growth capital, the Springer Transactions and related offtake agreements will help secure raw material supply and processing capacity, and the DLA Offtake Agreement provides long-term demand visibility. Together with our expanded manufacturing footprint in the U.S. and Europe, we believe these initiatives will enhance our ability to supply critical products to our defense, semiconductor, medical and industrial customers.
Current report
We expect these transactions to:
Current report
•Expand domestic manufacturing capacity: The DoW Transactions are intended to fund more than $165 million of capacity and infrastructure investment across our Lewiston, Maine; Coldwater, Michigan; and Euclid, Ohio facilities, including an expected five-fold increase in tungsten powder production capacity, which is the key input for our downstream CMC products. Additionally, the investment is anticipated to enable expanded capacity for critical DoW programs including Patriot PAC, PrSM, Phalanx, SLAP, rocket components and F-35 programs, as well as expanded capacity for tungsten wire products and tungsten heavy alloy balance weights. See “– Department of War Transaction.”
Current report
•Establish independent U.S. midstream conversion capacity: Through the joint venture with Blue Moon and EQ, we intend to upgrade and restart the Springer APT plant, which would be the first independent APT plant in the United States that is not foreign-owned or tungsten-carbide focused. We expect the Springer mine and mill to restart production in the fourth quarter of 2027 and the APT facility to begin operations in the second half of 2028. Once operational, we expect the APT plant to have an annual APT conversion capacity of approximately 4,000 tons per year. Feedstock from this facility will help secure our internal usage needs and be supplied to strategic external domestic customers. See “– Springer Project.”
Current report
•Secure and diversify feedstock: Our refining and trading division, along with our planned equity investment in each of Blue Moon and Masan, concentrate supply arrangements with EQ Resources and Blue Moon, offtake agreement with Tungsten West, and tungsten prepayment facility to Blue Moon (each as discussed below), are intended to enable us to source and allocate tungsten across allied geographies and reduce our exposure to a market in which China controls more than 85% of global supply and has imposed export restrictions that have driven tightening supply and price volatility. We also expect greater control over input costs for our core business lines.
Current report
•Anchor long-term demand: The DLA Offtake Agreement provides a five-year base ordering period with an additional two-year option period, a $150 million minimum offtake commitment and a $2.0 billion ceiling, which we believe backstops refining volumes, de-risks the Springer investment and positions us ahead of the anticipated missile and munitions replenishment cycle. See “– DLA Offtake Agreement.”
Current report
•Establish an integrated European base: The OSRAM Acquisition is expected to add a fully integrated tungsten and molybdenum manufacturing platform in Schwabmünchen, Germany, to be consolidated within our CMC division. With this approximately 26,800 square meter facility, we expect to serve the European defense primes and other fusion, semiconductor, automotive, medical and industrial customers in rebuilding their supply chains for tungsten, an EU-designated critical raw material with limited European processing capacity today.
Current report
•Preserve capital structure flexibility: The Class A Preferred Stock issued in connection with the DoW Transactions has a 5.5% paid-in-kind dividend that requires no scheduled cash payments, and cannot be redeemed by the holder before September 14, 2036, except following certain default or liquidation events. We retain the right to redeem it at any time. The investment also contains a mechanism whereby the value of the DoW Penny Warrants will partially reduce the preferred liquidation preference as our common stock appreciates, aligning DoW’s returns with common stockholders. Funding is drawn against project spend rather than in a single lump sum, aligning capital deployment with construction and qualification milestones. See “– Department of War Transaction.”
Current report
We expect the initial phase of our transformation to focus on enhancing our existing facilities through modernization of infrastructure and expanded production capacity and securing long-term tungsten supply through the various offtake agreements discussed above and below. The second phase we expect to focus on the Springer Project, developing an independent U.S.-based APT facility and expanding our vertically-integrated capabilities.
Current report
Our capacity to benefit from the foregoing transactions as currently contemplated are subject to certain risks and uncertainties. See “Risk Factors – Risks Related to Our Business, Strategy and Industry” below for a detailed discussion of these risks.
Current report
Department of War Transaction
Current report
On September 11, 2026, we entered into the Investment Agreement with the DoW (the transactions contemplated thereby, the “DoW Transactions”) providing for an equity investment in the Company and related investor rights. We expect to receive an approximate package of investments and commitments from DoW of $450 million to expand and modernize our tungsten mining, processing, and manufacturing capabilities, including the planned upgrade and restart of the Springer APT plant and associated tungsten mine in Nevada, as well as to increase midstream processing capacity and expand and upgrade general infrastructure across our Coldwater, Lewiston and Euclid facilities.
Current report
Critical materials, such as tungsten, are some of the most strategically important components in advanced technology systems spanning commercial, industrial, and defense applications. However, global production of tungsten is highly concentrated in China. We intend to use this investment to build on our operational foundation to catalyze domestic production, strengthen U.S. supply chain resiliency, and secure critical supply chains for high-growth industries.
Current report
We currently plan on allocating the $450.0 million of committed capital from the DoW in the following manner: (i) approximately $165 million will be put towards upgrading and expanding our existing CMC facilities to expand production capacity for tungsten powder and components supporting key defense programs; (ii) approximately $100 million will be put toward the Masan Investment to help strengthen our long term strategic collaboration for tungsten conversion capacity; (iii) approximately $75 million will be put towards the JV Entity to restart the Springer APT plant; (iv) approximately $75 million will be put towards an investment in Blue Moon and commercial agreements related to the Springer Project; and (v) approximately $35 million will be put toward fees, expenses and miscellaneous costs.
Current report
The Investment Agreement contemplates the concurrent execution of a number of additional agreements, and the Investment Agreement and the additional agreements entered into with the DoW (the “DoW Transaction Documents”). The DoW Transactions closed on September 14, 2026 (the “Initial Closing Date”).
Current report
Investment Agreement
Current report
Pursuant to the Investment Agreement, we agreed to sell and issue, and the DoW has agreed to purchase and acquire, up to an aggregate of $450.0 million of shares of Class A Preferred Stock (as defined below) in a private placement, which will consist of (i) an initial issuance of 200,000 shares of Class A Preferred Stock and the DoW Warrants to purchase up to 7,567,341 shares of the Company’s common stock, for a purchase price of $200.0 million and (ii) additional issuances (each, a “Tranche”) of up to 50,000 shares of Class A Preferred Stock per Tranche at a purchase price of $1,000 per share of Class A Preferred Stock, respectively, for an additional aggregate of up to 250,000 shares of Class A Preferred Stock, at an aggregate purchase price of up to $250.0 million across all Tranches (the “Total Subsequent Funding Commitment Amount”). Beginning six months following the Initial Closing Date, each Tranche will be available for purchase by the DoW during a six-month commitment period, with successive Tranches becoming available at six-month intervals (each, a “Commitment Period”). The issuance of each Tranche shall be subject to (i) the delivery by us of at least thirty (30) days’ prior written notice to the DoW prior to the applicable funding date (a “Subsequent Issuance Notice”), (ii) a minimum funding amount of $25.0 million per Subsequent Issuance Notice, (iii) specification of the number of shares of Class A Preferred Stock to be issued and the intended use of the proceeds of such funding, and (iv) the satisfaction or waiver by the DoW in its sole discretion of certain closing conditions set forth in the Investment Agreement, including certain use-of-proceeds-specific conditions, and other customary closing conditions. If we do not exercise our right to draw the full amount of the Total Subsequent Funding Commitment Amount during the aggregate Commitment Period, any portion of the Total Subsequent Funding Commitment Amount not drawn shall be forfeited.
Current report
The Investment Agreement contains certain representations, warranties and covenants of each of us and the DoW, including covenants by us related to use of proceeds in connection with funding of specified projects agreed upon by us and the DoW (the “Projects”).
Current report
Class A Redeemable Preferred Stock
Current report
On September 14, 2026 (the “Effective Date”), pursuant to the terms of the Investment Agreement, we issued and sold to the DoW 200,000 shares of our Class A Redeemable Preferred Stock, par value $0.001 per share (the “Class A Preferred Stock”), and filed the related Certificate of Designations (the “Class A Certificate of Designations”) with the Secretary of State of the State of Delaware to establish and fix the terms thereof. The Class A Preferred Stock has an initial stated value of $1,000 per share. Shares of Class A Preferred Stock accrue cumulative dividends at a rate of 5.5% per year, compounding quarterly and payable solely in-kind through an increase to the stated value of each share of Class A Preferred Stock.
Current report
The Class A Preferred Stock is entitled to vote together with the holders of our common stock as a single class on all matters submitted to a vote of the holders of our common stock. The aggregate number of votes to which the Class A Preferred Stock shall be entitled as a class shall, as of the Initial Closing Date, equal 19.9% of the total voting power of all voting securities of the Company outstanding as of the Initial Closing Date (determined immediately after giving effect to the issuance of the Class A Preferred Stock and the DoW Warrants as if such DoW Warrants had been exercised in full for shares of our common stock at the Initial Closing Date) (the “Voting Cap”).
Current report
For so long as the DoW, or any permitted DoW transferee (collectively, the “DoW Investors”), beneficially own any shares of Class A Preferred Stock, the holders of outstanding shares of Class A Preferred Stock, voting separately as a single class, shall have the exclusive right to (i) appoint and elect one individual (the “Independent Director”) to our board of directors (the “Board of Directors”), who, subject to applicable law, rules and regulations, will also serve on our Audit Committee and Compensation Committee and (ii) separately designate one additional representative (the “DoW Board Observer”) to attend all meetings of our board of directors (and any committees thereof) in a non-voting observer capacity, subject to certain requirements and exceptions.
Current report
DoW Warrants
Current report
On the Initial Closing Date, as required under the Investment Agreement, the Company issued the DoW Penny Warrant to the DoW. The DoW Penny Warrant is exercisable by the initial holder thereof at any time and from time to time after the date that is twelve (12) months after the Initial Closing Date for a period of ten (10) years from the Initial Closing Date for up to 5,675,506 shares of our common stock, at an initial exercise price of $0.001 per share. The number of shares to be issued under the terms of the DoW Penny Warrant is subject to adjustment in connection with certain transactions, including payments of stock dividends on our common stock, and stock splits and combinations of our common stock (each, an “Adjustment”). Any exercise of the DoW Penny Warrant (including any mandatory exercise) will reduce the Liquidation Preference of the Class A Preferred Stock as provided in the Class A Certificate of Designations.
Current report
On the Initial Closing Date, the Company also issued the DoW Strike Price Warrant to the DoW. The DoW Strike Price Warrant is exercisable by the initial holder thereof at any time and from time to time after the date that is twelve (12) months after the Initial Closing Date for a period of ten (10) years from the Initial Closing Date for up to 1,891,835 shares of Common Stock, at an initial exercise price of $15.92 per share, representing the last-reported sale price of our common stock on the last trading day prior to execution of the Investment Agreement and consistent with the Nasdaq “Minimum Price” requirement. The exercise price of the DoW Strike Price Warrant and the number of shares issuable under the DoW Penny Warrant is subject to adjustment in connection with an Adjustment.
Current report
The DoW Warrants are subject to mandatory exercise, on a cashless basis, upon expiration, a Liquidation Event, a Change of Control (as defined in the Class A Certificate of Designations), or, at our election, any time following September 14, 2029, if our common stock’s volume weighted average price (“VWAP”) exceeds 400% of the exercise price of the DoW Strike Price Warrant for 20 consecutive trading days. We must provide 20 calendar days’ prior notice, allowing the holder to exercise for cash.
Current report
Any portion of the DoW Warrants that remains unexercised upon their expiration shall be automatically exercised by means of a “cashless” exercise as set forth in the DoW Warrants. No fractional shares of common stock are to be issued upon the exercise of the DoW Warrants. In lieu of a fractional share of common stock, we will, upon exercise, pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the last reported sale price of our common stock.
Current report
Subject to applicable laws, the DoW Warrants may not be offered for sale, sold, transferred, assigned, pledged or disposed of without our consent (not to be unreasonably withheld, conditioned or delayed), subject to certain exceptions.
Current report
Except as provided in the DoW Warrants, the holder of a Warrant, solely in its capacity as holder of a Warrant, does not have the rights of a holder of our common stock, including any voting rights, prior to the issuance to the holder of the common stock which it is then entitled to receive upon the due exercise of a Warrant.
Current report
Registration Rights Agreement
Current report
On the Initial Closing Date, as required under the Investment Agreement, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the DoW. The Registration Rights Agreement provides that we will, among other things, prepare and file with the SEC a resale registration statement (a “Shelf Registration Statement”) on Form S-3, or if not available to us, on another appropriate form, including Form S-1, or an amendment or supplement to an existing registration statement on Form S-3, for the shares of common stock into which the DoW Warrants are exercisable. The deadline for us to file the Shelf Registration Statement with the SEC is 60 days after the Initial Closing Date.
Current report
Pursuant to the Registration Rights Agreement, the DoW will have certain “demand” and “piggyback” registration rights and indemnification rights customary for transactions of this type, and we will under certain circumstances have the right to defer the registration and/or suspend the use of a registration statement or prospectus.
Current report
Investor Rights Agreement
Current report
On the Initial Closing Date, as required by the Investment Agreement, the Company also entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with the DoW.
Current report
The Investor Rights Agreement provides, among other things, that we will provide the DoW, or any DoW Investors, so long as the DoW Investors continue to own any Class A Preferred Stock and/or at least 25% of the DoW Warrants (or the common stock issued upon exercise of the DoW Warrants) (the “Minimum Ownership Condition”), the right to purchase all or any portion of new equity securities of our or any of our subsidiaries, prior to the issuance and sale of such securities, under the same terms and conditions such securities would be offered to other purchasers, subject to certain exceptions and limitations. We must provide the DoW Investors with written notice at least sixty (60) days prior to the proposed issuance. In addition, without limiting the DoW’s right of first offer set forth above, for so long as the DoW Investors continue to satisfy the Minimum Ownership Condition, if the Company issues, sells, or authorizes the issuance or sale of any new equity securities of the Company or any of the Company’s subsidiaries, the Company shall offer the DoW within sixty (60) days prior to such issuance, the right to purchase up to their Percentage Interest (as defined in the Investors Rights Agreement) of such new securities, to enable the DoW Investors to maintain their then current holdings percentage determined on a fully diluted as-converted basis following such issuance. If the DoW Investors exercise such right of first offer or preemptive rights, as applicable, and their participation would result in their aggregate voting power of the Company to exceed 19.9%, then we shall, within sixty (60) calendar days of such date, use commercially reasonable efforts to obtain stockholder approval, if required, to issue the securities in excess of 19.9% in accordance with the requirements of Nasdaq.
Current report
Pursuant to the Investor Rights Agreement, prior to our offering any product(s) produced or derived by, associated with, attributable to or otherwise regarding us from certain projects agreed upon between us and the DoW (the “Project Products”) to any other party, the DoW Investors shall have the exclusive right to negotiate for the purchase, acquisition or exclusive offtake of such products (a “Product Contract”) at arm’s length and pricing terms consistent with then-prevailing market conditions, subject to certain exceptions. If the DoW Investors elect not to exercise their rights to Project Products, the Company will satisfy rated orders in accordance with 15 C.F.R Part 700 and will allocate and sell all remaining Project Products in accordance with the following order of priority, each as defined in the Investor Rights Agreement: (i) first, to the United States Defense Primes; (ii) second, the suppliers of the Defense Industrial Base; (iii) third, to U.S. Businesses; (iv) fourth, to U.S. Allies; and (v) fifth, to any other Person that is not a Restricted Entity (as such term is defined in the Investor Rights Agreement). We may sell Project Products to a lower priority tier in the event that (a) no higher-priority requester has submitted a purchase request within 30 days of capacity availability or (b) a higher-priority requester has submitted an offer, and a lower-priority requester subsequently offers superior commercial terms. None of the foregoing restrictions will preclude us from sales to any non-Restricted Entity so long as we have sufficient capacity to satisfy its obligations under any Product Contract.
Current report
For so long as the DoW Investors continue to satisfy the Minimum Ownership Condition, without the prior written consent of the DoW, we and our subsidiaries shall not, among other actions: (i) voluntarily liquidate, dissolve or wind-up the Company or any of its subsidiaries; (ii) authorize, create or issue any additional equity securities, or any securities convertible into or exercisable for any equity securities, of the Company having rights, preferences or privileges senior to, or in parity with the Class A Preferred Stock; (iii) change the authorized number of directors of our board of directors (or the number of votes provided to each director); (iv) enter into any transactions with an affiliate of ours pursuant to which we shall make any payment, sell, lease, transfer, or dispose of any of this properties or assets to, or purchase any property or assets from, or enter or amend any transaction or arrangement with, or for the benefit of, such affiliate of ours involving aggregate value in excess of $120,000; (v) dispose of, license, transfer, abandon, or fail to maintain, prosecute or defend any material technology or intellectual property, subject to customary exceptions for ordinary-course customer licenses, strategic transactions approved by our board of directors, and non-material intellectual property or technology; (vi) declare, pay, or make any (a) dividends or distributions on any common stock or other equity securities (other than the Class A Preferred Stock), and (b) repurchases, redemptions, or other acquisitions of common stock or other equity securities; (vii) change the authorized number of shares of Class A Preferred Stock; (viii) create, incur, assume, or suffer to exist any Indebtedness (as defined in the Investor Rights Agreement), other than Permitted Indebtedness (as defined in the Investor Rights Agreement) subject to certain net leverage ratio criteria; (iv) make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is a wholly-owned subsidiary of ours following such transaction; (x) make any loan or advance to any person, including, any employee or director except advances and similar expenditures in the ordinary course of business or under the terms of our equity incentive plan or successor plan; (xi) affect any Change of Control (as defined in the Investor Rights Agreement); or (xii) make any Restricted Payments (as defined in the Investor Rights Agreement), each subject to certain exceptions, conditions and exempt issuances.
Current report
Furthermore, the Investor Rights Agreement restricts us, without the DoW’s prior written approval, from being owned or controlled by, transferring property to, or otherwise doing business with any Restricted Entity, subject to specified exceptions. We and our subsidiaries must also maintain commercially reasonable compliance procedures and use reasonable best efforts to maintain a shareholder rights plan or similar arrangement designed to prevent a Restricted Entity, or a group including a Restricted Entity, from acquiring 10% or more of our outstanding common stock.
Current report
At any time after the DoW Investors no longer own any Class A Preferred Stock but continue to own at least 25% of the DoW Warrants (or the common stock issued upon exercise of the DoW Warrants), the DoW will have the right to (i) designate for nomination to the board of directors one independent third-party director, who meets certain qualification as set forth in the Investor Rights Agreement and (ii) designate one additional representative to attend all meetings of the board of directors (and any committees thereof) in a non-voting observer capacity, subject to certain requirements and exceptions. For so long as the DoW Investors have a right to designate an Independent Director, the board of directors (or any committee thereof) will appoint the Independent Director for membership on our Audit Committee and Compensation Committee in accordance with Nasdaq rules and SEC rules and regulations. If the Independent Director is not permitted by Nasdaq rules and SEC rules and regulations to be a member of the Audit Committee or the Compensation Committee, the Independent Director shall attend all meetings of the Audit Committee or the Compensation Committee, as applicable, in a strictly non-voting observer capacity. The removal of the DoW Board Observer will only be permitted upon the written request of the DoW. The removal of the Independent Director will only be permitted in accordance with our Second Amended and Restated Certificate of Incorporation and Delaware law.
Showing the first 40 of 164 passages. Open the source sections for the rest.
Removed paragraphs (26)
Previous report
Three Months Ended July 3, 2026 Compared to Three Months Ended June 30, 2026
Previous report
Six Months Ended July 3, 2026 Compared to Six Months Ended June 30, 2026
Previous report
Medical revenues increased $3.0 million, or 36.9%, and increased as a percentage of our business from 16.5% to 16.7% in the three months ended July 3, 2026, as compared to the prior year period.
Previous report
Research and development expenses increased $3.3 million, or 328.2% for the three months ended July 3, 2026, compared to the prior year period. The increase was primarily related to stock-based compensation incurred in connection with the acceleration of certain vesting criteria associated with the IPO, during the three month period ending July 3, 2026 as compared to the prior year period.
Previous report
Interest expense decreased $0.7 million or 84.0% for the three months ended July 3, 2026, compared to the prior year period. The decrease was primarily attributable to debt repayments made in the current year compared to the same prior year period.
Previous report
Interest expense decreased $0.6 million or 43.2% for the six months ended July 3, 2026, compared to the prior year period. The decrease was primarily attributable to debt repayments made in the current year compared to the same prior year period.
Previous report
Related party interest expense increased $0.1 million, or 8.4% for the six months ended July 3, 2026, compared to the prior year period. This was primarily attributable to increased interest paid on the CEO Line of Credit due to an increased balance incurred in the fourth quarter of 2025.
Previous report
Other (income) expense, net increased $0.1 million for the three months ended July 3, 2026, compared to the prior year period, and increased $0.2 million for the six months ended July 3, 2026, compared to the prior year period. This was driven by increased outside management fees in 2026.
Previous report
Income Tax (Benefit) Provision
Previous report
The tax benefit recognized during the interim period was driven primarily by the year-to-date pretax loss incurred through July 3, 2026. However, the Company’s estimated annual effective tax rate is based on forecasted full-year results, including projected income in subsequent interim periods. As a result, the Company recorded an interim tax benefit through July 3, 2026, while continuing to forecast income tax expense for the fiscal year ending January 1, 2027.
Previous report
CMC interest expense for the three months ended July 3, 2026 decreased $0.2 million or 40.7% as compared to the prior year period, and less than $0.1 million, or 4.3%, for the six months ended July 3, 2026 compared to the prior year period. The decrease was primarily attributable to debt repayments made in the current year compared to the same prior year period.
Previous report
Revenue for the three months ended July 3, 2026 increased $1.9 million, or 26.0%, as compared to the prior year period, and $2.5 million, or 16.7%, for the six months ended July 3, 2026 compared to the prior year period. This was primarily driven by increased sales of industrial microwave systems and radar components.
Previous report
Research and development expenses for the three and six month periods ended July 3, 2026 did not meaningfully change compared to the prior year periods.
Previous report
EMP sales and marketing expenses for the three and six month periods ended July 3, 2026 did not meaningfully changes as compared to the prior year periods.
Previous report
EMP interest expense for the three and six month periods ended July 3, 2026 did not meaningfully change as compared to the prior year periods.
Previous report
EMP related party interest expense for the three and six month periods ended July 3, 2026 did not meaningfully change compared to the prior year periods.
Previous report
g
Previous report
General and administrative expenses for the three months ended July 3, 2026 increased $12.0 million, compared to the prior year period, and $14.6 million, for the six months ended July 3, 2026 compared to the prior year period. This was primarily attributable to stock-based compensation (approximately $10.0 million for three months and approximately $10.9 million for six months), additional expenses associated with preparation for the IPO, including additional staffing and professional advisory fees, legal and accounting support, and stock-based compensation related to grants in anticipation of the IPO.
Previous report
Research and development expenses for the three and six month periods ended July 3, 2026 did not meaningfully change as compared to the prior year periods.
Previous report
Sales and marketing expenses for the three and six month periods ended July 3, 2026 did not meaningfully change as compared to the prior year periods.
Previous report
Interest income, net, increased $0.4 million for the three months ended July 3, 2026 compared to the prior year period, and increased $0.5 million for the six months ended July 3, 2026 compared to the prior year period. This was primarily due to the elimination of interest associated with third-party debts previously held by AAI that are no longer included in the consolidated financial statements due to the Reorganization.
Previous report
Other income, net increased by $0.1 million for the three months ended July 3, 2026, compared to the prior year period, and $0.2 million for the six months ended July 3, 2026, compared to the prior year period, primarily driven by additional outside management fees in 2026.
Previous report
The tax benefit recognized during the interim period was driven primarily by the year-to-date pretax loss incurred through July 3, 2026. However, the Company’s estimated annual effective tax rate is based on forecasted full-year results, including projected income in subsequent interim periods. As a result, the Company recorded an interim tax benefit through July 3, 2026, while continuing to forecast income tax expense for the fiscal year ending January 1, 2027.
Previous report
For the purposes of the denominator of the net (loss) income per share, there was no impact of dilutive shares for the three and six months ended July 3, 2026, as the Company operated at a net loss for both periods. For the three and six months ended July 30, 2025, the Company determined that the impact represented 145,095 and 72,948 dilutive shares, respectively, considering the weighted average unrecognized compensation costs of approximately $2.6 million and $1.1 million, respectively, and the estimated fair value of our common stock for the period.
Previous report
Line of Credit Facilities
Previous report
Investing Activities
Reworded paragraphs (105)
Previous wording
Our business is organized into two divisions: (i) Critical Materials Components (“CMC”) and (ii) Engineered Microwave Products (“EMP”). Through our CMC and EMP divisions, we own and operate a vertically integrated engineering-to-production system, with custom design, development, and processing expertise for Critical Materials and High-Power Microwave that we believe is unmatched in our markets and the industries in which we compete. Our Critical Materials engineering and production expertise enables us to custom design elegant solutions for some of the most challenging environments on the planet. Our High-Power Microwave expertise capitalizes on our vertically integrated engineering-to-production system, enabling us to deliver microwave energy solutions with custom design and development expertise. We believe these capabilities provide a significant competitive advantage in our markets and the industries in which we compete.
Current wording
Through our Critical Materials Components (“CMC”) and Engineered Microwave Products (“EMP”) divisions, we own and operate a vertically integrated engineering-to-production system, with custom design, development, and processing expertise for Critical Materials and High-Power Microwave that we believe is unmatched in our markets and the industries in which we compete. Our Critical Materials engineering and production expertise enables us to custom design elegant solutions for some of the most challenging environments on the planet. Our High-Power Microwave expertise capitalizes on our vertically integrated engineering-to-production system, enabling us to deliver microwave energy solutions with custom design and development expertise. We believe these capabilities provide a significant competitive advantage in our markets and the industries in which we compete.
Previous wording
We are proud to be the only U.S.-owned and U.S.-based manufacturer of highly engineered tungsten and molybdenum products through our CMC division. We control the powder production, pressing, sintering, forming, milling and engineering of tungsten and molybdenum oxide to the finished engineered product. Our CMC products support many of the DoW’s most critical programs on land, sea and air. Our engineering expertise in our EMP division has enabled us to provide products and services to a wide variety of existing and emerging programs also supporting the DoW and space sector leaders like Lockheed Martin, Raytheon, Teledyne and NASA. Our products are widely used in over 95 national lab programs, including in benchmark research and development facilities such as Fermi and Los Alamos and many others around the world. Because of the common relationship among some of the products we offer, we are regularly able to incorporate our Critical Materials and our High-Power Microwave components in the same defense programs and high-powered energy research facilities throughout the United States, United Kingdom and Europe.
Current wording
We are proud to be the only U.S.-owned and U.S.-based manufacturer of highly engineered tungsten and molybdenum products through our CMC division. We control the powder production, pressing, sintering, forming, milling and engineering of tungsten and molybdenum oxide to the finished engineered product. Our CMC products support many of the DoW’s most critical programs on land, sea and air. Our engineering expertise in our EMP division has enabled us to provide products and services to a wide variety of existing and emerging programs also supporting the DoW and space sector leaders like Lockheed Martin, Raytheon, Teledyne and NASA. We have supplied products to approximately 95 research programs at national laboratories, universities, and other government-sponsored and international research facilities, including Fermi and Los Alamos. Because of the common relationship among some of the products we offer, we are regularly able to incorporate our Critical Materials and our High-Power Microwave components in the same defense programs and high-powered energy research facilities throughout the United States, United Kingdom and Europe.
Previous wording
Prior to January 2, 2026, Peter V. Anania, our Chief Executive Officer and Chairman, was the President and majority stockholder of Anania & Associates, a Maine corporation (“A&A”), and through his personal holdings and the holdings of A&A, Mr. Anania was the holder of a majority of the voting interests of Anania & Associates Investment Company, LLC (“AAI”). Prior to January 2, 2026, AAI was the majority holder of the membership interests of each of Elmet Tech and Microwave Techniques. The Reorganization will be prospectively recognized in 2026 with recasting of historical financial information.
Current wording
Prior to January 2, 2026, Peter V. Anania, our Chief Executive Officer and Chairman, was the President and majority stockholder of Anania & Associates, a Maine corporation (“A&A”), and through his personal holdings and the holdings of A&A, Mr. Anania was the holder of a majority of the voting interests of Anania & Associates Investment Company, LLC (“AAI”). Prior to January 2, 2026, AAI was the majority holder of the membership interests of each of Elmet Tech and Microwave Techniques. The Reorganization will be recognized in 2026 with recasting of historical financial information.
Previous wording
Our operations and those of our suppliers may be adversely affected by recent and potential future changes in international trade policies, including the PRC’s restrictions on the export of molybdenum and tungsten and the imposition of tariffs on goods imported to the United States. The Chinese government has implemented export controls, licensing requirements and quotas that limit the availability of what has been deemed “dual use” materials, used in commercial and defense applications, for foreign buyers. These restrictions have the potential to reduce global supply, increase raw-material costs, and create significant volatility in the pricing and availability of these materials. Tungsten is very sensitive to the PRC’s control of the global supply chain. If we or our suppliers are unable to obtain sufficient quantities of tungsten on commercially acceptable terms, our production timelines, input costs and product margins could be materially affected. We source the raw materials of our tungsten from suppliers outside of the PRC; however, we may be indirectly affected due to the collective disruption in the global tungsten supply chain, including increases in the global market prices of tungsten in response to actions of the PRC.
Current wording
Our operations and those of our suppliers may be adversely affected by recent and potential future changes in international trade policies, including the PRC’s restrictions on the export of molybdenum and tungsten and the imposition of tariffs on goods imported to the United States. The Chinese government has implemented export controls, licensing requirements and quotas that limit the availability of what has been deemed “dual use” materials, used in commercial and defense applications, for foreign buyers. These restrictions have the potential to reduce global supply, increase raw-material costs, and create significant volatility in the pricing and availability of these materials. Tungsten is very sensitive to the
Previous wording
The following table sets forth, for the six months ended July 3, 2026 and June 30, 2025, our results of continuing operations, including presentation of the changes in between reporting periods:
Current wording
The following table sets forth, for the nine months ended October 2, 2026 and September 30, 2025, our results of continuing operations, including presentation of the changes in between reporting periods:
Previous wording
Revenues for the three months ended July 3, 2026, increased $17.3 million, or 35.2%, compared to the three months ended June 30, 2025. Our EMP division saw an increase of $1.9 million, or 26.0%, driven by radar components and industrial microwave systems for tempering and drying. Our CMC division revenues for the three months ended July 3, 2026, increased $15.3 million, or 36.8%, compared to the three months ended June 30, 2025, driven by increases in isothermal forging dies for aerospace applications, molybdenum powder products in our medical end market, increased shipments with key missile programs Javelin and Hellfire and favorable pricing impacts associated with tungsten products in general.
Current wording
Revenues for the three months ended October 2, 2026, increased $28.4 million, or 55.6%, compared to the three months ended September 30, 2025. Our CMC division revenues for the three months ended October 2, 2026, increased $28.1 million, or 64.7%, compared to the three months ended September 30, 2025, driven by increases in molybdenum powder products in our medical end market, increased shipments with key missile programs Javelin and Hellfire and favorable pricing impacts associated with tungsten products in general. Our EMP division saw an increase of $0.3 million, or 4.4%, driven by increased sales of radar components.
Previous wording
Revenues for the six months ended July 3, 2026, increased $26.9 million, or 28.2%, compared to the six months ended June 30, 2025. Our EMP division saw an increase of $2.5 million, or 16.7%, driven by industrial microwave systems for tempering and drying. Our CMC division revenues for the six months ended July 3, 2026, increased $24.4 million, or 30.2%, compared to the six months ended June 30, 2025, driven by increases in isothermal forging dies for aerospace applications, molybdenum powder products in our medical end market, increased shipments with key missile programs Next Generation Interceptor, Javelin and Hellfire and favorable pricing impacts associated with tungsten products in general.
Current wording
Revenues for the nine months ended October 2, 2026, increased $55.3 million, or 37.7%, compared to the nine months ended September 30, 2025. Our EMP division saw an increase of $2.8 million, or 12.5%, driven by industrial microwave systems for tempering and drying. Our CMC division revenues for the nine months ended October 2, 2026, increased $52.5 million, or 42.3%, compared to the nine months ended September 30, 2025, driven by increases in molybdenum powder products in our medical end market, increased shipments with key missile programs Next Generation Interceptor, Javelin and Hellfire and favorable pricing impacts associated with tungsten products in general.
Previous wording
For our CMC and EMP divisions, we track our revenue and customers for our operating divisions across five key markets. We develop sales strategies for each and incentivize our sales resources to profitably grow our business. The following tables demonstrate revenues by markets for the three month and six month periods ended July 3, 2026 and June 30, 2025.
Current wording
For our CMC and EMP divisions, we track our revenue and customers for our operating divisions across five key markets. We develop sales strategies for each and incentivize our sales resources to profitably grow our business. The following tables demonstrate revenues by markets for the three month and nine month periods ended October 2, 2026 and September 30, 2025.
Previous wording
Aerospace, Defense and Government revenues increased $3.9 million, or 17.6%, but decreased as a percentage of our business from 45.1% to 39.3% in the three months ended July 3, 2026, as compared to the prior year period. Growth was driven by increased sales to larger defense programs including the Hellfire and Javelin along with favorable pricing impacts associated with tungsten products in general.
Current wording
Aerospace, Defense and Government revenues increased $14.3 million, or 65.9%, and increased as a percentage of our business from 42.4% to 45.2% in the three months ended October 2, 2026, as compared to the prior year period. Growth was driven by increased sales to larger defense programs including Hellfire and Javelin, commercial aerospace programs, radar programs and favorable pricing impacts associated with tungsten products in general.
Previous wording
Aerospace, Defense and Government revenues increased $8.7 million, or 21.6%, but decreased as a percentage of our business from 42.1% to 39.9% in the six months ended July 3, 2026, as compared to the prior year period. Growth was driven by increased sales to larger defense programs including the Hellfire, Javelin and Next Generation Interceptor along with favorable pricing impacts associated with tungsten products in general.
Current wording
Aerospace, Defense and Government revenues increased $23.0 million, or 37.1%, but decreased as a percentage of our business from 42.2% to 42.0% in the nine months ended October 2, 2026, as compared to the prior year period. Growth was driven by increased sales to larger defense programs including the Hellfire, Javelin and Next Generation Interceptor, commercial aerospace programs, radar programs and favorable pricing impacts associated with tungsten products in general.
Previous wording
Industrial revenues increased $9.6 million, or 64.0%, and increased as a percentage of our business from 30.5% to 37.0% in the three months ended July 3, 2026, as compared to the prior year period. We saw higher sales of industrial microwave systems for tempering and drying, increased EMP sales into communications end applications, along with favorable pricing impacts associated with tungsten products.
Current wording
Industrial revenues increased $8.9 million, or 51.8%, but decreased as a percentage of our business from 33.5% to 32.7% in the three months ended October 2, 2026, as compared to the prior year period. We saw higher sales of industrial microwave systems for tempering and drying, increased EMP sales into communications end applications, along with favorable pricing impacts associated with tungsten products.
Previous wording
Industrial revenues increased $11.4 million, or 36.8%, and increased as a percentage of our business from 32.3% to 34.5% in the six months ended July 3, 2026, as compared to the prior year period. Drivers of the increase were consistent with the drivers from the previously stated three month comparisons.
Current wording
Industrial revenues increased $20.2 million, or 42.2%, and increased as a percentage of our business from 32.7% to 33.8% in the nine months ended October 2, 2026, as compared to the prior year period. Drivers of the increase were consistent with the drivers from the previously stated three month comparisons.
Previous wording
For the six months ended July 3, 2026, revenues increased $3.5 million, or 19.0%, and decreased as a percentage of our business from 19.2% to 17.8%, as compared to the prior year period. Changes in revenue for both comparable periods were substantially driven by one long term customer's variable demand.
Current wording
For the nine months ended October 2, 2026, revenues increased $7.9 million, or 29.1%, but decreased as a percentage of our business from 18.6% to 17.5%, as compared to the prior year period. Changes in revenue for both comparable periods were substantially driven by one long term customer demand.
Previous wording
Semiconductor and Electronics revenues increased $1.3 million, or 56.1%, and increased as a percentage of our business from 4.8% to 5.5% in the three months ended July 3, 2026, as compared to the prior year period. Increases were driven by demand from semiconductor capacitor customers and favorable pricing impacts associated with tungsten products.
Current wording
Semiconductor and Electronics revenues increased $0.6 million, or 27.7%, but decreased as a percentage of our business from 4.4% to 3.6% in the three months ended October 2, 2026, as compared to the prior year period. Increases were driven by demand from semiconductor equipment customers and favorable pricing impacts associated with tungsten products.
Previous wording
Semiconductor and Electronics revenues increased $2.7 million, or 74.8%, and increased as a percentage of our business from 3.8% to 5.2% in the six months ended July 3, 2026, as compared to the prior year period. Drivers of the increase were consistent with the drivers from the previously stated three month comparisons.
Current wording
Semiconductor and Electronics revenues increased $3.3 million, or 56.7%, and increased as a percentage of our business from 4.0% to 4.5% in the nine months ended October 2, 2026, as compared to the prior year period. Drivers of the increase were consistent with the drivers from the previously stated three month comparisons.
Previous wording
Energy revenues decreased $(0.5) million, or (34.7)%, and decreased as a percentage of our business from 3.1% to 1.5% in the three months ended July 3, 2026, as compared to the prior year period.
Current wording
Energy revenues increased $0.2 million, or 16.5%, but decreased as a percentage of our business from 2.0% to 1.5% in the three months ended October 2, 2026, as compared to the prior year period.
Previous wording
Revenues increased $0.7 million, or 26.3% and remained consistent as a percentage of our business from 2.6% to 2.6% for the six months ended July 3, 2026, as compared to the prior year period. Both comparable periods reflect normal fluctuations in this developing end market with changes distributed across multiple customers in both the oil and gas and nuclear sub-markets.
Current wording
Energy revenues increased $0.8 million, or 23.5%, but decreased as a percentage of our business from 2.5% to 2.2% for the nine months ended October 2, 2026, as compared to the prior year period. Both comparable periods reflect normal fluctuations in this developing end market with changes distributed across multiple customers in both the oil and gas and nuclear sub-markets.
Previous wording
Shipments based on major geographic territory as a percentage of total shipments for the three and six months ended July 3, 2026, as compared to the prior year periods, saw an increase in the Americas from 85.4% to 87.3% and 84.5% to 86.4%, respectively, driven by increased shipments into various Aerospace, Defense and Government programs, industrial microwave systems for tempering and drying and tungsten pricing impacts. Shipments to Europe saw a decrease as a percentage of total shipments for the three and six months ended July 3, 2026 as compared to the prior year periods, from 10.6% to 8.7% and 11.3% to 9.7%, respectively. However, gross shipments to Europe increased 22.3%, or $1.1 million, and 26.6%, or $1.0 million, for the three and six month periods as compared to the respective prior year periods, driven by multiple customers within our EMP segment.
Current wording
Shipments based on major geographic territory as a percentage of total shipments for the three and nine months ended October 2, 2026, as compared to the prior year periods, saw an increase in the Americas from 78.8% to 84.3% and 82.4% to 85.6%, respectively, driven by increased shipments into various Aerospace, Defense and Government programs, industrial microwave systems for tempering and drying and tungsten pricing impacts. Shipments to Europe saw a decrease as a percentage of total shipments for the three and nine months ended October 2, 2026 as compared to the prior year periods, from 14.3% to 11.0% and 12.4% to 10.2%, respectively. However, gross shipments to Europe increased 17.2%, or $1.2 million, and 17.1%, or $3.0 million, for the three and nine month periods as compared to the respective prior year periods, driven by multiple customers within our CMC segment.
Previous wording
Shipments composition based on the type of materials and services as a percentage of total shipments for the three and six months ended July 3, 2026, as compared to the prior year periods, saw an increase in molybdenum from 54.0% to 59.4% and 56.6% to 59.4%, respectively. This was primarily driven by increased volumes with the Javelin and Hellfire missile programs and isothermal forging dies for aerospace customers. Tungsten also saw growth for the three and six month period-over-periods from 18.6% to 19.3% and 17.2% to 18.7%, respectively, driven by pricing increases associated with material input costs and increased volumes across multiple Aerospace, Defense and Government customers. Microwave products saw a decrease for the three and six month period-over-periods from 16.6% to 13.5% and 16.1% to 13.8%, respectively, primarily driven by a lower rate of growth compared to molybdenum and tungsten. Other materials and services saw a decrease for the three and six month period-over-periods from 10.8% to 7.8% and 10.1% to 8.1%, respectively, driven by a lower rate of growth compared to molybdenum and tungsten.
Current wording
Shipment composition based on the type of materials and services as a percentage of total shipments for the three and nine months ended October 2, 2026, as compared to the prior year periods, saw tungsten increase from 14.8% to 33.6% and 16.4% to 24.3%, respectively. These increases were driven by pricing increases associated with material input costs and increased volumes across multiple Aerospace and Defense customers. Molybdenum saw gross shipment increases in the comparable periods driven by several key medical customers and ADG programs Javelin and Hellfire; however, Molybdenum also saw a decrease in the percent total shipments period-over-period for the three andnine months ended October 2, 2026 from 59.4% to 50.3% and 57.6% to 55.9%, respectively. Microwave products saw a decrease for the three and nine month period-over-periods from 15.7% to 10.5% and 15.9% to 12.6%, respectively, primarily driven by a lower rate of growth compared to tungsten. Other materials and services saw a decrease for the three and nine month period-over-periods from 10.2% to 5.6% and 10.1% to 7.2%, respectively, driven by a lower rate of growth compared to tungsten.
Previous wording
Costs of goods sold for the three months ended July 3, 2026 increased $10.8 million, or 27.7%, compared to the prior year period. Gross profit margin improved from 20.7% for the six months ended June 30, 2025, to 25.0% for the six months ended July 3, 2026.
Current wording
Costs of goods sold for the three months ended October 2, 2026 increased $14.7 million, or 36.6%, compared to the prior year period. Gross profit margin improved from 21.7% for the three months ended September 30, 2025, to 31.3% for the three months ended October 2, 2026.
Previous wording
EMP saw an increase in cost of goods sold for the three months ended July 3, 2026 of $2.3 million, or 42.3%, associated with an increase of $1.9 million, or 26.0%, in revenue compared to the prior year period, resulting in a decrease of $0.4 million, or 17.0%, in gross profit between the three months ended July 3, 2026 and the prior year period. This was driven by a shift in product mix within the division toward lower-margin industrial products, a rapid increase in aluminum and copper material input pricing as well as operating throughput challenges at one of our facilities, which resulted in a decrease in EMP’s gross profit margin from 27.5% for the three months ended June 30, 2025, to 18.1% for the three months ended July 3, 2026.
Current wording
EMP saw an increase in cost of goods sold for the three months ended October 2, 2026 of $0.6 million, or 11.3%, associated with an increase of $0.3 million, or 4.4%, in revenue compared to the prior year period, resulting in a decrease of $0.3 million, or 11.2%, in gross profit between the three months ended October 2, 2026 and the prior year period. This was driven by a shift in product mix within the division toward lower-margin industrial products, a rapid increase in aluminum and copper material input pricing as well as operating throughput challenges at one of our facilities, which resulted in a decrease in EMP’s gross profit margin from 30.7% for the three months ended September 30, 2025, to 26.1% for the three months ended October 2, 2026.
Previous wording
CMC cost of goods sold for the three months ended July 3, 2026 increased $8.5 million, or 25.4%, associated with an increase of $15.3 million, or 36.8%, in revenue compared to the prior year period, resulting in an increase of $6.8 million, or 84.0%, in gross profit between the three months ended July 3, 2026 and the prior year period. This change was primarily driven by active sourcing and pricing management of the tungsten supply chain during the rapid increase in tungsten concentrate price over the first three months of 2026, as well as increased demand and productivity gains which together increased CMC’s gross profit margin from 19.4% for the three months ended June 30, 2025, to 26.1% for the three months ended July 3, 2026.
Current wording
CMC cost of goods sold for the three months ended October 2, 2026 increased $14.1 million, or 40.5%, associated with an increase of $28.1 million, or 64.7%, in revenue compared to the prior year period, resulting in an increase of $14.0 million, or 160.5%, in gross profit between the three months ended October 2, 2026 and the prior year period. This change was primarily driven by active sourcing and pricing management of the tungsten supply chain during the rapid increase in tungsten concentrate price over the first three months of 2026, as well as increased demand and productivity gains, which together increased CMC’s gross profit margin from 20.1% for the three months ended September 30, 2025, to 31.8% for the three months ended October 2, 2026.
Previous wording
Costs of goods sold for the six months ended July 3, 2026 increased $17.2 million, or 22.4%, compared to the prior year period. Gross profit margin improved from 19.7% for the six months ended June 30, 2025, to 23.2% for the six months ended July 3, 2026.
Current wording
Costs of goods sold for the nine months ended October 2, 2026 increased $31.9 million, or 27.3%, compared to the prior year period. Gross profit margin improved from 20.4% for the nine months ended September 30, 2025, to 26.4% for the nine months ended October 2, 2026.
Previous wording
EMP saw an increase in cost of goods sold for the six months ended July 3, 2026 of $3.5 million, or 34.5%, associated with an increase of $2.5 million, or 16.7%, in revenue compared to the prior year period, resulting in a decrease of $1.0 million, or 20.8%, in gross profit between the six months ended July 3, 2026 and the prior year period. This was driven by a shift in product mix within the division toward lower-margin industrial products, a rapid increase in aluminum and copper material input pricing as well as operating throughput challenges at one of our facilities, which together resulted in a decrease in EMP’s gross profit margin from 32.2% for the six months ended June 30, 2025, to 21.9% for the six months ended July 3, 2026.
Current wording
EMP saw an increase in cost of goods sold for the nine months ended October 2, 2026 of $4.0 million, or 26.5%, associated with an increase of $2.8 million, or 12.5%, in revenue compared to the prior year period, resulting in a decrease of $1.2 million, or 17.6%, in gross profit between the nine months ended October 2, 2026 and the prior year period. This was driven by a shift in product mix within the division toward lower-margin industrial products, a rapid increase in aluminum and copper material input pricing as well as operating throughput challenges at one of our facilities, which together resulted in a decrease in EMP’s gross profit margin from 31.7% for the nine months ended September 30, 2025, to 23.2% for the nine months ended October 2, 2026.
Previous wording
CMC cost of goods sold for the six months ended July 3, 2026 increased $13.7 million, or 20.6%, associated with an increase of $24.4 million, or 30.2%, in revenue compared to the prior year period, resulting in an increase of $10.7 million, or 76.2%, in gross profit between the six months ended July 3, 2026 and the prior year period. This change was primarily driven by active sourcing and pricing management of the tungsten supply chain during the rapid increase in tungsten concentrate price over the first three months of 2026, increased demand from key missile programs Next Generation Interceptor, Javelin and Hellfire, and productivity gains which together increased CMC’s gross profit margin from 17.3% for the six months ended June 30, 2025, to 23.5% for the six months ended July 3, 2026.
Current wording
CMC cost of goods sold for the nine months ended October 2, 2026 increased $27.8 million, or 27.4%, associated with an increase of $52.5 million, or 42.3%, in revenue compared to the prior year period, resulting in an increase of $24.7 million, or 108.5%, in gross profit between the nine months ended October 2, 2026 and the prior year period. This change was primarily driven by active sourcing and pricing management of the tungsten supply chain during the rapid increase in tungsten concentrate price over the first three months of 2026, increased demand from key missile programs Next Generation Interceptor, Javelin and Hellfire, increased demand for commercial aerospace programs and productivity gains which together increased CMC’s gross profit margin from 18.3% for the nine months ended September 30, 2025, to 26.8% for the nine months ended October 2, 2026.
Previous wording
General and administrative expenses increased $13.8 million, or 342.7%, for the three months ended July 3, 2026, compared to the prior year period. The increase was primarily a result of approximately $10.3 million related to stock-based compensation incurred in connection with the acceleration of certain vesting criteria associated with the IPO, during the three months ended July 3, 2026. Additional general and administrative expenses growth was attributable to the increase of staffing and professional services to support public company compliance.
Current wording
General and administrative expenses increased $4.0 million, or 72.4%, for the three months ended October 2, 2026, compared to the prior year period. The increase was primarily related to $1.7 million of stock-based compensation and $0.9 million of one-time expenses incurred with diligence activities related to the anticipated acquisition on AMS Osram’s Schwabmünchein, Germany facility, and expenses incurred associated with the consummated and contemplated agreements announced in September 2026 in relationship to the DoW Transactions, during the three months ended October 2, 2026. Additional general and administrative expenses growth was attributable to the increase of staffing and professional services to support public company compliance.
Previous wording
General and administrative expenses increased $17.6 million, or 241.6%, for the six months ended July 3, 2026, compared to the prior year period. The increase was primarily a result of approximately $10.9 million related to stock-based compensation incurred in connection with the acceleration of certain vesting criteria associated with the IPO, during the six months ended July 3, 2026. Additionally, general and administrative expenses growth was attributable to the increase of staffing and professional services to support public company compliance, which included $0.8M of one-time costs associated with third-party accounting and legal assistance in preparation for the IPO.
Current wording
General and administrative expenses increased $21.6 million, or 168.0%, for the nine months ended October 2, 2026, compared to the prior year period. The increase was primarily a result of approximately $12.5 million related to stock- based compensation incurred in connection with the acceleration of certain vesting criteria associated with the IPO, $3.6 million of equity compensation recognized over time and $1.0 million of one-time expenses incurred with diligence activities related to the anticipated acquisition on AMS Osram’s Schwabmünchein, Germany facility, and expenses incurred associated with the consummated and contemplated agreements announced in September 2026 in relationship to the DoW Transactions, during the nine months ended October 2, 2026. Additionally, general and administrative expenses growth was attributable to the increase of staffing and professional services to support public company compliance, which included $1.2 million of one-time costs associated with third-party accounting and legal assistance in preparation for the IPO.
Previous wording
Research and development expenses increased $3.4 million, or 184.1%, for the six months ended July 3, 2026 compared to the prior year period. The increase was primarily related to stock-based compensation incurred in connection with the acceleration of certain vesting criteria associated with the IPO, during the six month periods ending July 3, 2026 as compared to the prior year periods.
Current wording
Research and development expenses increased $3.4 million, or 132.5%, for the nine months ended October 2, 2026 compared to the prior year period. The increase was primarily related to stock-based compensation incurred in connection with the acceleration of certain vesting criteria associated with the IPO, during the nine month periods ending October 2, 2026 as compared to the prior year periods.
Previous wording
Sales and marketing expenses increased $0.3 million, or 13.9%, for the three months ended July 3, 2026, compared to the prior year period. This increase was due to variable sales compensation associated with sales growth and the expansion of our sales team in support of our strategy.
Current wording
Sales and marketing expenses increased $1.1 million, or 81.4%, for the three months ended October 2, 2026, compared to the prior year period. This increase was due to variable sales compensation associated with sales growth, stock-based compensation, and the expansion of our sales team in support of our strategy.
Previous wording
Sales and marketing expenses increased $0.6 million, or 18.1%, for the six months ended July 3, 2026, compared to the prior year period. This increase was due to variable sales compensation associated with sales growth and the expansion of our sales team in support of our strategy
Current wording
Sales and marketing expenses increased $1.7 million, or 35.6%, for the nine months ended October 2, 2026, compared to the prior year period. This increase was due to variable sales compensation associated with sales growth, stock-based compensation, and the expansion of our sales team in support of our strategy.
Previous wording
Related party interest expense decreased $0.1 million, or 38.2%, for the three months ended July 3, 2026, compared to the prior year period. This was primarily attributable to repayment of the CEO Line of Credit following the IPO.
Current wording
Related party interest expense, net decreased $0.5 million, or 100.0%, for the three months ended October 2, 2026, compared to the prior year period. This was primarily attributable to repayment of the CEO Line of Credit following the IPO.
Previous wording
The change in fair value of derivative assets decreased approximately $0.9 million during the three months ended July 3, 2026 and increased $2.2 million during the six months ended July 3, 2026, due to changes in the value of the equity underlying the options to purchase common stock in a publicly-traded company in each period.
Current wording
The change in fair value of derivative assets increased $2.2 million, or 100%, during the nine months ended October 2, 2026, due to changes in the value of the equity underlying the options to purchase common stock in a publicly-traded company in each period.
Previous wording
The (gain) loss on remeasurement of fair value of marketable securities increased approximately $0.5 million and $1.1 million during the three and six month periods ended July 3, 2026, respectively, due to an increase in the fair value of the Company's marketable securities investments in both periods.
Current wording
The (gain) loss on remeasurement of fair value of marketable securities increased approximately $1.6 million and $2.7 million during the three and nine months ended October 2, 2026, respectively, compared to the prior year periods, respectively, due to an increase in the fair value of the Company's marketable securities investments in both periods.
Previous wording
The income tax benefit for the three months ended July 3, 2026 was $3.8 million compared to an income tax provision of less than $0.1 million for the prior year period. For the six months ended July 3, 2026, the Company recognized an income tax provision of $1.0 million, as compared to less than $0.1 million for the prior year period. Both changes were as result of our being subject to income taxes as a C-corporation following the Reorganization. Prior to the Reorganization A&A was an S-corporation for taxation purposes and its income and losses were passed through to its shareholders and reported on their individual tax returns.
Current wording
The income tax provision for the three months ended October 2, 2026 was $5.5 million as compared to $0.0 million for the period year period. For the nine months ended October 2, 2026, the Company recognized an income tax provision of $6.5 million, as compared to $0.0 million for the prior year period. Both changes were a result of our being subject to income taxes as a C-corporation following the Reorganization. Prior to the Reorganization A&A was an S-corporation for taxation purposes, and its income and losses were passed through to its shareholders and reported on their individual tax returns.
Previous wording
For the six months ended July 3, 2026, the Company recognized a tax expense of $1.0 million despite the pre-tax loss, which was primarily attributable to a one-time deferred tax expense of approximately $3.8 million recorded in connection with the Company's reorganization into a C-corporation ahead of its IPO, reflecting the initial recognition of deferred tax balances for a structure not previously subject to entity-level income tax, as well as non-deductible compensation paid to an officer and equity-based compensation of approximately $0.8 million and $0.8 million, respectively. These increases were partially offset by federal research and development tax credits of approximately $0.3 million, the foreign-derived intangible income deduction of approximately $0.1 million, and non-taxable income from debt forbearance of approximately $0.3 million.
Current wording
For the nine months ended October 2, 2026, of the total tax expense of $6.5 million, $3.8 million was attributable to a one-time deferred tax expense recorded in connection with the Company's reorganization into a C-corporation ahead of its IPO, reflecting the initial recognition of deferred tax balances for a structure not previously subject to entity-level income tax. The remaining balance was primarily attributable to the year-to-date pretax income incurred through October 2, 2026.
Previous wording
Pro Forma Net (Loss) Income Per Share Information
Current wording
Pro Forma Net Income Per Share Information
Previous wording
The following pro forma net (loss) income per share information is presented for comparative purposes only and does not purport to be indicative of the results that would have been achieved had the Reorganization occurred at an earlier date, nor of future results.
Current wording
The following pro forma net income per share information is presented for comparative purposes only and does not purport to be indicative of the results that would have been achieved had the Reorganization occurred at an earlier date, nor of future results.
Previous wording
The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted net (loss) income per share (in thousands, except share and per share amounts):
Current wording
The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted net income per share (in thousands, except share and per share amounts):
Previous wording
(a)Following the Reorganization, the Company is subject to U.S. federal and applicable state income taxes. The adjustment for income taxes reflects the estimated income tax expense that would have been recognized had the Reorganization occurred on January 1, 2025, based on an effective tax rate of (91.5%) and (73.2%) for the three and six months ended July 3, 2026, respectively, and 6.95% for the three and six months ended June 30, 2025. No pro forma adjustment for income taxes was required for the three months ended July 3, 2026, as the Reorganization was already in effect for the entirety of that period, such that the Company's actual effective tax rate for the three months ended July 3, 2026 reflects its full corporate tax status without adjustment. The pro forma effective tax rate for the six months ended July 3, 2026 represents the Company's actual effective tax rate for the period, excluding the effect of the deferred tax adjustment of $3.5 million, which was recognized in the period of the Reorganization and does not reflect ongoing income tax expense, and other discrete tax impacts of $0.3 million related to the Reorganization. Because the Reorganization occurred during the three months ended April 3, 2026, these amounts are fully reflected within the six-month period and no incremental adjustment relates to the three months ended July 3, 2026. For the three and six months ended June 30, 2025, the difference between the U.S. federal statutory rate of 21.0% and the effective tax rate of 6.95% is primarily driven by a 15.45% reduction due to federal tax credits, partially offset by other immaterial rate items of 1.4%, including state taxes and permanent differences. The pro forma income tax effect for the three and six months ended June 30, 2025 includes the results of discontinued operations.
Current wording
(a)Following the Reorganization, the Company is subject to U.S. federal and applicable state income taxes. The adjustment for income taxes reflects the estimated income tax expense that would have been recognized had the Reorganization occurred on January 1, 2025, based on an effective tax rate of 6.95% for the three and nine months ended September 30, 2025. No pro forma adjustment for income taxes was required for the three months ended October 2, 2026, as the Reorganization was in effect for the entirety of that period, such that the Company's actual effective tax rate reflects its full corporate tax status without adjustment. The pro forma impacts for the nine months ended October 2, 2026 represents the effect of the deferred tax adjustment of $3.5 million, which was recognized in the period of the Reorganization and does not reflect ongoing income tax expense, and other discrete tax impacts of $0.3 million related to the Reorganization. Since the Reorganization occurred during the three months ended April 3, 2026, these amounts are fully reflected within the nine-month period and no incremental adjustment relates to the three months ended October 2, 2026. For the three and nine months ended September 30, 2025, the difference between the U.S. federal statutory rate of 21.0% and the effective tax rate of 6.95% is primarily driven by a 15.45% reduction due to federal tax credits, partially offset by other immaterial rate items of 1.4%, including state taxes and permanent differences. The pro forma income tax effect for the three and nine months ended September 30, 2025 includes the results of discontinued operations.
Previous wording
(b)Pro Forma as adjusted weighted average common stock outstanding (basic and diluted) reflects the Reorganization as if it occurred on January 1, 2025, including the impact of the Reorganization, resulting in 20,122,721 shares of Class A common stock issued and outstanding and 466 shares of Class B common stock issued and outstanding.
Current wording
(b)Pro forma weighted-average common stock outstanding (basic and diluted) for the three and nine months ended September 30, 2025 reflects the Reorganization as if it occurred on January 1, 2025, resulting in 20,122,721 shares of Class A common stock and 466 shares of Class B common stock issued and outstanding. For the three and nine months ended October 2, 2026, pro forma weighted-average shares equal actual weighted-average shares, including 1,184,996 and 392,126 weighted-average shares underlying the DoW Penny Warrants, respectively.
Showing the first 40 of 105 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
PRC’s control of the global supply chain. If we or our suppliers are unable to obtain sufficient quantities of tungsten on commercially acceptable terms, our production timelines, input costs and product margins could be materially affected. We source the raw materials of our tungsten from suppliers outside of the PRC; however, we may be indirectly affected due to the collective disruption in the global tungsten supply chain, including increases in the global market prices of tungsten in response to actions of the PRC.
Current report — wording carried from elsewhere
Note Payable was eliminated in consolidation. The Poly Labs Note Payable accrued interest monthly based on a stated interest rate of 10.00% and had a maturity date of January 31, 2026. As of December 31, 2025, the outstanding balance under the Poly Labs Note Payable was $0.5 million. On January 19, 2026, the Poly Labs Note Payable was repaid in full and terminated.
Current report — wording carried from elsewhere
Our material future cash commitments to fund the OSRAM Acquisition, as described elsewhere in this Report, fund the Springer Transaction, as described elsewhere in this Report, repay our current indebtedness obligations, as described above, and make payments under leases for our facilities.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Twelve-Month Backlog Trend for CMC and EMP Divisions
Previous report — wording carried elsewhere
(7)For the purpose of both the denominator of the net (loss) income per share and for the denominator for the adjusted net income per share, the Company considered the potential impact on the weighted average common stock outstanding dilutive impact of the 657,704 shares of restricted stock units, 457,490 restricted stock awards, and 677,280 of stock appreciation rights that were issued and outstanding during the period, which were all evaluated under the treasury stock method.
Previous report — wording carried elsewhere
3, 2026, the entire balance was repaid and there was no outstanding balance. As of December 31, 2025, the outstanding balance was $0.2 million. As of July 3, 2026, the availability to borrow under the Foreign March 2020 Line of Credit was the full principal of $0.8 million.