MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion in conjunction with our condensed consolidated financial statements including the related notes thereto, included elsewhere in this Quarterly Report on Form 10-Q.
This Quarterly Report on Form 10-Q contains both historical information and “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and 27A of the Securities Act of 1933, as amended. All statements other than statements of historical fact included that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements, including, in particular, the statements about our plans, objectives, strategies and prospects regarding, among other things, our financial condition, results of operations and business. We have identified some of these forward-looking statements with words like “believe,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate” or “continue” and other words and terms of similar meaning. These forward-looking statements may be contained throughout this Quarterly Report on Form 10-Q. These forward-looking statements are based on current expectations about future events affecting us and are subject to uncertainties and factors relating to, among other things, our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Many factors mentioned in our discussion in this Quarterly Report on Form 10-Q, including the risks outlined under “Risk Factors,” will be important in determining future results. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we do not know whether our expectations will prove correct. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including those described under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors,” of the Annual Report on Form 10-K. Since our actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements, we cannot give any assurance that any of the events anticipated by these forward-looking statements will occur or, if any of them does occur, what impact they will have on our business, results of operations and financial condition. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. We do not undertake any obligation to update these forward-looking statements, or the risk factors contained in this Quarterly Report on Form 10-Q, to reflect new information, future events or otherwise, except as may be required under federal securities laws.
Important factors that could cause actual results to differ materially from the forward-looking statements made in this Quarterly Report on Form 10-Q include but are not limited to: the almost exclusive focus of our business on the aerospace and defense industry; our heavy reliance on certain customers for a significant portion of our sales; the fact that we have in the past consummated acquisitions and our intention to continue to pursue acquisitions, and that our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations; and other factors. Refer to Part II, Item 1A included in this Quarterly Report on Form 10-Q and to Part I, Item 1A of the Annual Report on Form 10-K for additional information regarding the foregoing factors that may affect our business.
Overview
We specialize in the design, manufacture, and sale of niche aerospace and defense components that are essential for today’s aircraft and aerospace and defense systems. We focus on mission-critical, highly engineered solutions with high intellectual property content. Furthermore, our products have significant aftermarket exposure, which has historically generated predictable and recurring revenue.
The products we manufacture cover a diverse range of applications supporting nearly every major aircraft platform in use today and include auto throttles, lap-belt airbags, two- and three-point seat belts, water purification systems, fire barriers, polyimide washers and bushings, latches, interior securing devices, hold-open and tie rods, temperature and fluid sensors and switches, carbon and metallic brake discs, fluid and pneumatic-based ice protection, RAM air components, sealing solutions and motion and actuation devices, customized edge-lighted panels and knobs and annunciators for incandescent and LED illuminated pushbutton switches, high-performance fans and cooling devices, lighting, Human-Machine Interface products, and bespoke lighting systems, among others.
We primarily serve three core end markets: commercial, business jet and general aviation, and defense, which have long historical track records of consistent growth. We also serve a diversified customer base within these end markets where we maintain long-standing customer relationships. We believe that the demanding, extensive and costly qualification process for new entrants, coupled with our history of consistently delivering exceptional solutions for our customers, has provided us with leading market positions and
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created significant barriers to entry for potential competitors. By utilizing differentiated design, engineering, and manufacturing capabilities, along with a highly targeted acquisition strategy, we have sought to create long-term, sustainable value with a consistent, global business model.
As a specialized supplier in the aerospace and defense component industry, we believe we are well positioned to deliver innovative, mission-critical solutions to a wide array of aerospace and defense customers. Our key competitive strengths support our ability to offer differentiated solutions to our customers. We have a portfolio of mission-critical, niche aerospace and defense components that we believe hold leading market positions. We have intellectual property-driven proprietary products and expertise in an industry with high barriers to entry. We are strategically focused on higher-margin aftermarket content. We have highly diversified revenue streams, and our diversification stretches across end-markets, customers, platforms, and product category or application. We have an established business model with a lean, entrepreneurial structure. We have a disciplined and strategic approach to acquisitions with a history of successful integration. We have a track record of strong growth, margins and cash flow generation.
Recent Developments
On January 21, 2026, the Company acquired Harper Engineering for $249.8 million in cash. Founded in 1968, Harper Engineering is a
leading manufacturer of mechanically engineered devices for aircraft interiors and holds a proprietary portfolio of latching and securing mechanisms used across multiple leading commercial aerospace platforms.
The acquisition was financed through the drawdown of $240 million of Delayed Draw Term Loans available under the Company's
existing Credit Agreement and cash on hand. The Delayed Draw Term Loans will mature on the same date, will amortize, and will bear the same interest rate as the existing term loans outstanding under the Credit Agreement.
Outlook
As we look to the rest of 2026, we anticipate net sales growth to be driven by organic growth, in particular the conversion of high levels of backlog of our existing products, and the impact from strategic acquisitions. Backlog primarily consists of firm orders for products that have not yet shipped. Continued inflationary pressures and supply chain disruptions may lead to higher material and labor costs although these pressures and disruptions have not had a material effect on our year-to-date results of operations or capital resources, and we do not expect them to materially affect our outlook or business goals. So far in 2026, we have continued and plan to continue our commitment to develop new products and services, penetrate markets further, and pursue an aggressive acquisition strategy while seeking to maintain our financial strength and flexibility.
Results of Operations
The following table sets forth, for the three and six months ended June 30, 2026 and 2025, certain operating data of the Company, including presentation of the amounts as a percentage of net sales (in thousands unless otherwise indicated):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Dollars % of Net Sales Dollars % of Net Sales Dollars % of Net Sales Dollars % of Net Sales
Net sales $ 171,579 100.0 % $ 123,123 100.0 % $ 327,667 100.0 % $ 237,782 100.0 %
Cost of sales 80,377 46.8 % 56,924 46.2 % 157,224 48.0 % 111,877 47.1 %
Gross profit 91,202 53.2 % 66,199 53.8 % 170,443 52.0 % 125,905 52.9 %
Selling, general and administrative expenses 46,522 27.1 % 36,898 30.0 % 91,007 27.8 % 70,000 29.4 %
Transaction expenses 1,561 0.9 % 1,984 1.6 % 2,800 0.8 % 2,444 1.0 %
Other expense 1,267 0.7 % — — 1,267 0.4 % — —
Operating income 41,852 24.5 % 27,317 22.2 % 75,369 23.0 % 53,461 22.5 %
Interest expense, net 20,014 11.7 % 6,481 5.3 % 38,724 11.8 % 12,940 5.4 %
Income before income taxes 21,838 12.8 % 20,836 16.9 % 36,645 11.2 % 40,521 17.1 %
Income tax provision 5,096 3.0 % 4,123 3.3 % 8,760 2.7 % 8,492 3.6 %
Net income $ 16,742 9.8 % $ 16,713 13.6 % $ 27,885 8.5 % $ 32,029 13.5 %
Other Data:
EBITDA (1) $ 61,796 $ 40,004 $ 114,255 $ 78,606
Adjusted EBITDA (1) 69,449 47,118 132,668 90,251
Net income margin 9.8 % 13.6 % 8.5 % 13.5 %
Adjusted EBITDA Margin (1) 40.5 % 38.3 % 40.5 % 38.0 %
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(1)Refer to “Non-GAAP Financial Measures” in this management’s discussion and analysis for additional information and limitations regarding these non-GAAP financial measures, including a reconciliation to the comparable GAAP financial measure.
Financial and Operational Highlights
Three months ended June 30, 2026 compared with three months ended June 30, 2025
Net Sales
Net sales for the three months ended June 30, 2026 increased $48.5 million, or 39.4%, to $171.6 million as compared to $123.1 million for the three months ended June 30, 2025.
Net organic sales represent net sales from our existing businesses for comparable periods and exclude net sales from acquisitions. We include net sales from new acquisitions in net organic sales from the 13th-month after the acquisition on a comparative basis with the prior period. Net acquisition sales for the three months ended June 30, 2026 represent net sales from acquisitions that were completed in 2025 and 2026 for which there are no comparable net sales during the prior year. We believe this measure provides an understanding of underlying sales trends as it provides net sales comparisons on a consistent basis. We do not believe our net sales are subject to significant seasonal variations. See Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements for further information on the Company’s acquisition activities.
Net Organic Sales
Net organic sales for the three months ended June 30, 2026 increased $15.1 million or 12.3%, to $138.3 million as compared to $123.1 million for the three months ended June 30, 2025. The increase in net organic sales was primarily related to increases in OEM total commercial sales ($9.6 million, an increase of 25.7%), aftermarket total commercial sales ($4.1 million, an increase of 8.6%), and sales of non-aerospace products ($2.4 million, an increase of 32.9%), partially offset by a decline in defense sales ($0.9 million, a decrease of 2.8%). The increase in OEM commercial sales is driven by the increased production rates and deliveries for both narrow-body and wide-body aircraft. The increase in aftermarket total commercial sales was attributable to increases in commercial air travel. The increase in sales of non-aerospace products was primarily driven by higher demand for industrial gas-turbine components. The decrease in defense sales was primarily attributable to the variability of revenue distribution for defense-related products, which can vary significantly from period to period.
Net Acquisition Sales
Net acquisition sales of $33.3 million for the three months ended June 30, 2026 are made up of Beadlight which was acquired on July 28, 2025, LMB which was acquired on December 23, 2025, and Harper Engineering which was acquired on January 21, 2026. This represents 27.1% of the increase in total net sales for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Gross Profit and Cost of Sales
Cost of sales for the three months ended June 30, 2026 increased $23.5 million, or 41.2%, to $80.4 million compared to $56.9 million for the three months ended June 30, 2025. Cost of sales and the related percentage of net sales for the three months ended June 30, 2026 and 2025 were as follows (in thousands except for percentages):
Three Months Ended June 30,
2026 2025 Change % Change
Cost of sales - excluding costs below $ 76,356 $ 54,807 $ 21,549 39.3 %
% of net sales 44.5 % 44.5 %
Amortization of intangible and other long-term assets 4,021 1,187 2,834 238.8 %
% of net sales 2.3 % 1.0 %
Acquisition and facility integration costs — 930 (930 ) NM (1)
% of net sales — % 0.7 %
Total cost of sales $ 80,377 $ 56,924 $ 23,453 41.2 %
% of net sales 46.8 % 46.2 %
Gross profit (Net sales less Total cost of sales) $ 91,202 $ 66,199 $ 25,003 37.8 %
Gross profit percentage (Gross profit / Net sales) 53.2 % 53.8 %
(1) NM - not meaningful.
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Cost of sales for the three months ended June 30, 2026 increased 0.6% as a percentage of net sales to 46.8% from 46.2% in the comparable period last year. This increase is primarily attributable to higher amortization expense for intangible and other long-term assets, partially offset by lower acquisition and facility integration costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $9.6 million to $46.5 million, or 27.1% as a percentage of net sales, for the three months ended June 30, 2026 from $36.9 million, or 30.0% as a percentage of net sales, for the three months ended June 30, 2025. Selling, general and administrative expenses and the related percentage of net sales for the three months ended June 30, 2026 and 2025 were as follows (amounts in thousands except for percentages):
Three Months Ended June 30,
2026 2025 Change % Change
Selling, general and administrative expenses - excluding costs below $ 24,334 $ 20,643 $ 3,691 17.9 %
% of net sales 14.2 % 16.8 %
Amortization of intangible assets 12,549 8,450 4,099 48.5 %
% of net sales 7.3 % 6.9 %
Stock-based compensation expense 4,472 3,650 822 22.5 %
% of net sales 2.6 % 3.0 %
Acquisition and facility integration costs 244 550 (306 ) -55.6 %
% of net sales 0.1 % 0.4 %
Research and development expenses 4,923 3,605 1,318 36.6 %
% of net sales 2.9 % 2.9 %
Total selling, general and administrative expenses $ 46,522 $ 36,898 $ 9,624 26.1 %
% of net sales 27.1 % 30.0 %
Selling, general and administrative expenses decreased by 2.9% as a percentage of net sales for the three months ended June 30, 2026 when compared to the same period in 2025. This is primarily driven by the leveraging of fixed costs partially offset by increased amortization of intangible assets as a result of the Beadlight, LMB, and Harper Engineering acquisitions as well as increased research and development expenses.
Transaction Expenses
Transaction expenses for the three months ended June 30, 2026 and 2025 were $1.6 million and $2.0 million, respectively. Transaction costs can fluctuate depending on the size and number of acquisitions in each year.
Other Expense
Other expense for the three months ended June 30, 2026, of $1.3 million is related to an increase in the estimated contingent purchase price for the Harper acquisition.
Operating Income
Operating income for the three months ended June 30, 2026, was $41.9 million, or 24.5% as a percentage of net sales, compared to $27.3 million, or 22.2% as a percentage of net sales for the three months ended June 30, 2025. The increase in operating income is due to the factors discussed above.
Interest Expense
Interest expense for the three months ended June 30, 2026 increased $13.5 million, to $20.0 million compared to $6.5 million for the three months ended June 30, 2025. This increase is attributable to interest on borrowings associated with the acquisitions of LMB in December 2025 and Harper Engineering in January 2026.
Income Tax Provision
The income tax provision for the three months ended June 30, 2026 was $5.1 million compared to $4.1 million for the three months ended June 30, 2025. This increase was primarily due to a decrease in the discrete impact from excess tax benefits associated with share-based payments in 2026 compared to 2025 as well as the increase in pretax income.
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Net Income
Net income for the three months ended June 30, 2026 was $16.7 million, or 9.8% as a percentage of net sales, compared to net income for the three months ended June 30, 2025 of $16.7 million, or 13.5% as a percentage of net sales. The results for the three months ended June 30, 2026 were negatively impacted by higher interest expense and higher amortization of intangible and other long-term assets.
Six months ended June 30, 2026 compared with six months ended June 30, 2025
Net Sales
Net sales for the six months ended June 30, 2026 increased $89.9 million, or 37.8%, to $327.7 million as compared to $237.8 million for the six months ended June 30, 2025.
Net organic sales represent net sales from our existing businesses for comparable periods and exclude net sales from acquisitions. We include net sales from new acquisitions in net organic sales from the 13th-month after the acquisition on a comparative basis with the prior period. Net acquisition sales for the six months ended June 30, 2026 represent net sales from acquisitions that were completed in 2025 and 2026 for which there are no comparable net sales during the prior year. We believe this measure provides an understanding of underlying sales trends as it provides net sales comparisons on a consistent basis. We do not believe our net sales are subject to significant seasonal variations. See Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements for further information on the Company’s acquisition activities.
Net Organic Sales
Net organic sales for the six months ended June 30, 2026 increased $28.2 million or 11.9%, to $266.0 million as compared to $237.8 million for the six months ended June 30, 2025. The increase in net organic sales was primarily related to increases in OEM total commercial sales ($17.4 million, an increase of 23.9%), aftermarket total commercial sales ($10.3 million, an increase of 11.3%), and sales of non-aerospace products ($5.4 million, an increase of 39.4%), partially offset by a decline in defense sales ($4.9 million, a decrease of 8.1%). The increase in OEM commercial sales is driven by the increased production rates and deliveries for both narrow-body and wide-body aircraft. The increase in aftermarket total commercial sales was attributable to increases in commercial air travel. The increase in sales of non-aerospace products was primarily driven by higher demand for industrial gas-turbine components. The decrease in defense sales was primarily attributable to the variability of revenue distribution for defense-related products, which can vary significantly from period to period.
Net Acquisition Sales
Net acquisition sales of $61.7 million for the six months ended June 30, 2026 are made up of Beadlight which was acquired on July 28, 2025, LMB which was acquired on December 23, 2025, and Harper Engineering which was acquired on January 21, 2026. This represents 25.9% of the increase in total net sales for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
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Gross Profit and Cost of Sales
Cost of sales for the six months ended June 30, 2026 increased $45.3 million, or 40.5%, to $157.2 million compared to $111.9 million for the six months ended June 30, 2025. Cost of sales and the related percentage of net sales for the six months ended June 30, 2026 and 2025 were as follows (in thousands except for percentages):
Six Months Ended June 30,
2026 2025 Change % Change
Cost of sales - excluding costs below $ 144,561 $ 108,069 $ 36,492 33.8 %
% of net sales 44.1 % 45.5 %
Amortization of intangible and other long-term assets 7,747 2,339 5,408 231.2 %
% of net sales 2.4 % 1.0 %
Acquisition and facility integration costs — 1,469 (1,469 ) NM (1)
% of net sales — % 0.6 %
Recognition of inventory step-up 4,916 — 4,916 NM (1)
% of net sales 1.5 % — %
Total cost of sales $ 157,224 $ 111,877 $ 45,347 40.5 %
% of net sales 48.0 % 47.1 %
Gross profit (Net sales less Total cost of sales) $ 170,443 $ 125,905 $ 44,538 35.4 %
Gross profit percentage (Gross profit / Net sales) 52.0 % 52.9 %
(1) NM - not meaningful.
Cost of sales for the six months ended June 30, 2026 increased 0.9% as a percentage of net sales to 48.0% from 47.1% in the comparable period last year. This increase is primarily attributable to higher amortization expense for intangible and other long-term assets and the recognition of inventory step-up, both of which are related to the LMB and Harper Engineering acquisitions, partially offset by our operating leverage, execution of our strategic value drivers and lower acquisition and facility integration costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $21.0 million to $91.0 million, or 27.8% as a percentage of net sales, for the six months ended June 30, 2026 from $70.0 million or 29.4% as a percentage of net sales, for the six months ended June 30, 2025. Selling, general and administrative expenses and the related percentage of net sales for the six months ended June 30, 2026 and 2025 were as follows (amounts in thousands except for percentages):
Six Months Ended June 30,
2026 2025 Change % Change
Selling, general and administrative expenses - excluding costs below $ 47,826 $ 38,889 $ 8,937 23.0 %
% of net sales 14.6 % 16.4 %
Amortization of intangible assets 24,513 16,858 7,655 45.4 %
% of net sales 7.5 % 7.1 %
Stock-based compensation expense 8,864 6,739 2,125 31.5 %
% of net sales 2.7 % 2.8 %
Acquisition and facility integration costs 457 993 (536 ) -54.0 %
% of net sales 0.1 % 0.4 %
Research and development expenses 9,347 6,521 2,826 43.3 %
% of net sales 2.9 % 2.7 %
Total selling, general and administrative expenses $ 91,007 $ 70,000 $ 21,007 30.0 %
% of net sales 27.8 % 29.4 %
Selling, general and administrative expenses decreased by 1.6% as a percentage of net sales for the six months ended June 30, 2026 when compared to the same period in 2025. This is primarily driven by the leveraging of fixed costs partially offset by increased amortization of intangible assets as a result of the Beadlight, LMB, and Harper Engineering acquisitions.
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Transaction Expenses
Transaction expenses for the six months ended June 30, 2026 and 2025 were $2.8 million and $2.4 million, respectively. Transaction costs can fluctuate depending on the size and number of acquisitions in each year.
Other Expense
Other expense for the six months ended June 30, 2026 of $1.3 million is related to an increase in the estimated contingent purchase price for the Harper acquisition.
Operating Income
Operating income for the six months ended June 30, 2026, was $75.4 million, or 23.0% as a percentage of net sales, compared to $53.5 million, or 22.5% as a percentage of net sales for the six months ended June 30, 2025. The increase in operating income is due to the factors discussed above.
Interest Expense
Interest expense for the six months ended June 30, 2026 increased $25.8 million, to $38.7 million compared to $12.9 million for the six months ended June 30, 2025. This increase is attributable to interest on borrowings associated with the acquisitions of LMB in December 2025 and Harper Engineering in January 2026.
Income Tax Provision
The income tax provision for the six months ended June 30, 2026 was $8.8 million compared to $8.5 million for the six months ended June 30, 2025 while pretax income was lower in 2026. This is due to the 2025 income tax provision benefiting from a decrease in the valuation allowance against the Company's deferred tax assets which did not recur in 2026.
Net Income
Net income for the six months ended June 30, 2026 was $27.9 million, or 8.5% as a percentage of net sales, compared to net income for the six months ended June 30, 2025 of $32.0 million, or 13.5% as a percentage of net sales. The results for the six months ended June 30, 2026 were negatively impacted by higher interest expense, higher amortization of intangible and other long-term assets, and recognition of inventory step-up attributable to the acquisitions of LMB and Harper Engineering.
Liquidity and Capital Resources
The following table summarizes our capitalization as of June 30, 2026 and December 31, 2025 (in thousands, unless otherwise indicated):
June 30, 2026 December 31, 2025
Cash and cash equivalents $ 122,433 $ 84,827
Debt:
Credit Agreement debt (including current portion) 962,941 726,366
Other 1,500 1,500
964,441 727,866
Less: unamortized debt issuance costs (15,115 ) (12,166 )
Finance lease liabilities (including current portion) 3,036 3,170
Total debt 952,362 718,870
Stockholders' equity 1,199,394 1,174,753
Total capitalization (debt plus equity) 2,151,756 1,893,623
Total debt to total capitalization 44 % 38 %
Our principal historical liquidity requirements have been for acquisitions, capital expenditures, servicing indebtedness and working capital needs. We fund our investing activities primarily from cash provided by our operating and financing activities. As of June 30, 2026, we had availability of $35 million of a delayed draw term loan commitment and a $50 million revolving line of credit. Based on our current outlook, we believe that net cash provided by operating activities and available borrowings under our Credit Agreement will be sufficient to fund our cash requirements for at least the next twelve months. As we continue to expand our business, including by any acquisitions we may make, we may in the future require additional working capital for increased costs. See “Credit Agreement” (below) for additional detail regarding our financing activities.
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Operating Activities
Net cash provided by operating activities in the six months ended June 30, 2026 and 2025 is $61.2 million and $52.2 million, respectively. The $9.0 million increase was primarily driven by higher noncash items included in net income partially offset by an increase in working capital.
Investing Activities
Net cash used in investing activities in the six months ended June 30, 2026 of $256.8 million is principally attributable to the acquisition of Harper Engineering. Net cash used in investing activities in the six months ended June 30, 2025 of $4.7 million is related to capital expenditures.
Financing Activities
Net cash provided by financing activities in the six months ended June 30, 2026 of $233.7 million is principally related to borrowings under our Credit Agreement in connection with the acquisition of Harper Engineering. Net cash provided by financing activities in the six months ended June 30, 2025 of $1.7 million is principally related to proceeds from the exercise of stock options.
Credit Agreement
The Company’s long-term debt consists primarily of borrowings under its Credit Agreement.
On August 1, 2025, the Credit Agreement was amended to reduce the applicable margin by 0.5%. At the Company's election, interest on loans will accrue at the SOFR rate plus the applicable margin of 4.25% or at the base rate plus the applicable margin of 3.25% as long as the Company maintains a leverage ratio of less than 5.5 to 1.
On November 25, 2025, the Credit Agreement was amended to increase the Delayed Draw Term Loans commitment by an aggregate principal amount of $175 million for a total Delayed Draw Term Loans commitment in an aggregate principal amount equal to $275 million. In addition, the availability period of the Delayed Draw Term Loans commitment was extended to September 30, 2026.
On December 23, 2025, the Credit Agreement was amended to make available to the Company an incremental term loan in an aggregate principal amount equal to $445 million for purposes of (i) paying a portion of the consideration for the LMB acquisition, (ii) financing the payment of LMB debt, (iii) paying fees and expenses incurred in connection with the foregoing, and (iv) otherwise to fund working capital and general corporate purposes.
On January 21, 2026, the Company drew down $240 million of the available Delayed Draw Term Loans commitment in connection with the Harper Engineering acquisition.
At June 30, 2026, there was $962.9 million outstanding under the Credit Agreement, and there remained availability of $35 million in delayed draw term loan commitments and $50 million in revolving line of credit.
Other Obligations and Commitments
We have future obligations under various contracts relating to debt and interest payments, finance and operating leases and our post-retirement benefit plan. During the six months ended June 30, 2026, there were no material changes to these obligations, other than the contingent purchase consideration that may be paid to the sellers of Harper Engineering if certain financial targets for the years 2026 to 2031 are achieved, as discussed in Note 2, Acquisitions, of the Notes to Condensed Consolidated Financial Statements. For a description of our other obligations and commitments, see our consolidated financial statements reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Off-Balance Sheet Arrangements
As of June 30, 2026, we did not have any off-balance sheet arrangements, as defined in Regulation S-K, that have or are reasonably likely to have a current or future effect on our financial condition, results of operations, or cash flows.
Critical Accounting Estimates
Our condensed consolidated unaudited financial statements have been prepared in conformity with U.S. GAAP for interim financial statements and include the accounts of the Company and its subsidiaries. Often, management’s judgment is needed in the selection and application of certain accounting policies and methods. However, investors are cautioned that the sensitivity of financial statements to these methods, assumptions and estimates could create materially different results under different conditions or using different assumptions.
A complete and comprehensive discussion of our most critical accounting policies that require management to make judgments about matters that are inherently uncertain was included in Management’s Discussion and Analysis of Financial Condition and Results of Operations– Critical Accounting Estimates disclosed in Item 7 of our Annual Report on Form 10-K for the year ended December 31,
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2025 which was filed on March 2, 2026. Refer to Note 1, Basis of Presentation, of the Notes to Condensed Consolidated Financial Statements included herein for updates to disclosures of accounting standards recently adopted or required to be adopted in the future.
Non-GAAP Financial Measures
We present below certain financial information based on our EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin. References to “EBITDA” mean earnings before interest, taxes, depreciation and amortization, references to “Adjusted EBITDA” mean EBITDA plus, as applicable for each relevant period, certain adjustments as set forth in the reconciliations of net income to EBITDA and Adjusted EBITDA, and references to “Adjusted EBITDA Margin” refer to Adjusted EBITDA divided by net sales. EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin are not measurements of financial performance under U.S. GAAP. We present EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin because we believe they are useful indicators for evaluating operating performance. In addition, our management uses Adjusted EBITDA to review and assess the performance of the management team in connection with employee incentive programs and to prepare its annual budget and financial projections. Moreover, our management uses Adjusted EBITDA of target companies to evaluate acquisitions.
Although we use EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin as measures to assess the performance of our business and for the other purposes set forth above, the use of non-GAAP financial measures as analytical tools has limitations, and you should not consider any of them in isolation, or as a substitute for analysis of our results of operations as reported in accordance with U.S. GAAP. Some of these limitations are:
•EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin do not reflect the significant interest expense, or the cash requirements, necessary to service interest payments on our indebtedness;
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and the cash requirements for such replacements are not reflected in EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin;
•EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin exclude the cash expense we have incurred to integrate acquired businesses into our operations, which is a necessary element of certain of our acquisitions;
•the omission of the substantial amortization expense associated with our intangible assets further limits the usefulness of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin; and
•EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin do not include the payment of taxes, which is a necessary element of our operations.
Because of these limitations, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin should not be considered as measures of cash available to us to invest in the growth of our business. Management compensates for these limitations by not viewing EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin in isolation and specifically by using other U.S. GAAP measures, such as net sales and operating profit, to measure our operating performance. EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin are not measurements of financial performance under U.S. GAAP, and they should not be considered as alternatives to net income or cash flow from operations determined in accordance with U.S. GAAP. Our calculations of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin may not be comparable to the calculations of similarly titled measures reported by other companies.
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The following table sets forth a reconciliation of net income to EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin for the three and six months ended June 30, 2026 and 2025 (in thousands unless otherwise indicated):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income $ 16,742 $ 16,713 $ 27,885 $ 32,029
Adjustments:
Interest expense, net 20,014 6,481 38,724 12,940
Income tax provision 5,096 4,123 8,760 8,492
Operating income 41,852 27,317 75,369 53,461
Depreciation 3,374 3,050 6,626 5,948
Amortization 16,570 9,637 32,260 19,197
EBITDA 61,796 40,004 114,255 78,606
Adjustments:
Recognition of inventory step-up (1) — — 4,916 —
Other expense (2) 1,267 — 1,267 —
Transaction expenses (3) 1,561 1,984 2,800 2,444
Stock-based compensation (4) 4,581 3,650 8,973 6,739
Acquisition and facility integration costs (5) 244 1,480 457 2,462
Adjusted EBITDA $ 69,449 $ 47,118 $ 132,668 $ 90,251
Net sales $ 171,579 $ 123,123 $ 327,667 $ 237,782
Net income margin 9.8 % 13.6 % 8.5 % 13.5 %
Adjusted EBITDA Margin 40.5 % 38.3 % 40.5 % 38.0 %
(1)Represents accounting adjustments to inventory associated with acquisitions of businesses that were charged to cost of sales when inventory was sold.
(2)Represents an adjustment to the contingent purchase price for the Harper Engineering acquisition during the three and six months ended June 30, 2026.
(3)Represents third party transaction-related costs for acquisitions comprising deal fees, legal, financial and tax due diligence expenses, and valuation costs that are required to be expensed as incurred.
(4)Represents the non-cash compensation expense recognized by the Company for equity awards.
(5)Represents costs incurred to integrate acquired businesses and product lines into our operations, facility relocation costs and other acquisition-related costs.
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