v3.26.1
Business Combinations
12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
Business Combinations
4.
Business Combinations

On February 16, 2024 (the “RMS Acquisition Date”), the Company acquired 100% of the equity interests of Rapid Machining Solutions - Wolcott Design Services (“RMS”) pursuant to the terms of a Securities Purchase Agreement (the “RMS Agreement”) in exchange for cash consideration (the “RMS Acquisition”). The primary purpose of the business combination was to create synergies based on RMS’s expertise in Aviation and Aerospace industry and expand the Company’s design and manufacturing capabilities.

The RMS Acquisition was accounted for as a business combination under ASC 805 using the acquisition method of accounting. The assets and liabilities acquired, affected for adjustments to reflect fair values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the RMS Acquisition Date. The Company recorded the acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the acquisition date as required under ASC 805. As of February 15, 2025, the valuation of the acquired assets and assumed liabilities has been completed.

To fund the RMS Acquisition, the Company increased its TCW Term Note by $35.0 million. The fair value of the total purchase consideration transferred was $31.3 million in cash. The RMS Acquisition does not have any contingent consideration arrangements.

The Company also incurred $1.6 million of direct acquisition-related expenses, recognized as general, and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

The following table sets forth the estimated fair values of the assets acquired, and liabilities assumed in connection with the Acquisition:

 

 

 

Total Amount

 

Assets Acquired

 

(in thousands)

 

Cash and cash equivalents

 

$

44

 

Accounts receivable

 

 

2,312

 

Prepaid expenses

 

 

5

 

Inventory

 

 

828

 

Property plant and equipment

 

 

2,987

 

Customer backlogs

 

 

5,300

 

Customer relationships

 

 

13,000

 

Right of use lease assets

 

 

348

 

Total assets acquired

 

$

24,824

 

 

 

 

 

Accounts payable

 

 

857

 

Accrued liabilities

 

 

157

 

Lease liabilities, current

 

 

12

 

Lease liabilities, non-current

 

 

336

 

Total liabilities assumed

 

$

1,362

 

 

 

 

 

Goodwill

 

$

7,872

 

Fair Value of Consideration

 

$

31,334

 

 

The excess of the purchase price over the fair value of the net identifiable tangible and intangible assets was recorded as goodwill and is fully deductible for tax purposes. The components of goodwill do not qualify as a separately recognized intangible asset.

Below is a summary of the intangible assets acquired in the Acquisition:

 

 

 

Acquisition Date
Fair Value

 

 

Estimated Life

 

Intangible Asset

 

(in thousands)

 

 

(in years)

 

Customer Backlog

 

$

5,300

 

 

 

2.5

 

Customer Relationships

 

 

13,000

 

 

 

16.0

 

Total Intangible Assets Acquired

 

$

18,300

 

 

 

 

 

The fair value for both the customer backlog and the customer relationships were determined using the multi-period excess earnings method (“MPEEM”). This method reflects the present value of the operating cash flows generated by the intangible assets after considering the cost to realize the revenue, and an appropriate discount rate to reflect the time value and risk associated with the invested capital. In total, the intangible assets acquired subject to amortization have a weighted average life of 12.1 years.

MTI Acquisition

On April 2, 2025 (the “MTI Acquisition Date”), the Company, through its indirect wholly-owned subsidiary Karman Parent LLC (“Karman Parent”), acquired all the issued and outstanding membership interests and other equity interests of Metal Technology Inc. (“MTI”), pursuant to the terms of a Securities Purchase Agreement (the “MTI Agreement”) in exchange for cash consideration (the “ MTI Acquisition”). The acquisition of MTI expands the Company’s capabilities in advanced materials and is expected to strengthen its position in the strategic missile defense market through enhanced product offerings and customer relationships.

The MTI Acquisition met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired, affected for adjustments to reflect fair values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the MTI Acquisition Date. The Company recorded the acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the acquisition date as required under ASC 805.

The MTI Acquisition was funded by the Company’s new Citi credit facilities and was accounted for using the acquisition method of accounting. The fair value of the total purchase consideration transferred was $82.3 million. The MTI Acquisition does not have any contingent consideration arrangements.

The Company also incurred $1.4 million of direct acquisition-related expenses, recognized as general, and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

The following table sets forth the allocation, as of December 31, 2025, of the fair value of the assets acquired and liabilities assumed in connection with the MTI Acquisition:

 

 

Total Amount

 

Assets Acquired

 

(in thousands)

 

Cash and cash equivalents

 

$

2,230

 

Accounts receivable

 

 

2,734

 

Inventory

 

 

2,435

 

Prepaid and other current assets

 

 

173

 

Property, plant and equipment

 

 

10,672

 

Intangible assets

 

 

30,700

 

Right of use lease assets

 

 

715

 

Total assets acquired

 

$

49,659

 

 

 

 

 

Accounts payable

 

 

374

 

Accrued payroll and related expenses

 

 

10,815

 

Lease liabilities, current

 

 

113

 

Lease liabilities, non-current

 

 

602

 

Other current liabilities

 

 

461

 

Total liabilities assumed

 

$

12,365

 

 

 

 

 

Goodwill

 

$

45,019

 

Fair Value of Consideration

 

$

82,313

 

The excess of the purchase price over the fair value of the net identifiable tangible and intangible assets was recorded as goodwill and is fully deductible for tax purposes. The components of goodwill do not qualify as a separately recognized intangible asset.

Below is a summary of the intangible assets acquired in the MTI Acquisition:

Intangible Asset

 

Acquisition
Date Fair Value
(in thousands)

 

 

Estimated Life
(Years)

 

Customer Relationships

 

$

19,700

 

 

 

14.0

 

Backlog

 

 

3,600

 

 

 

2.7

 

Know-How

 

 

7,400

 

 

 

7.0

 

Total Intangible Assets Acquired

 

$

30,700

 

 

 

 

The fair value for know-how was determined using the relief from royalty method and the fair values of customer relationships and backlog was determined using the multi-period excess earnings method. In total, the intangible assets acquired subject to amortization have a weighted average useful life of 11.0 years.

Net revenue and net income from this acquisition has been included in the consolidated statements of operations and comprehensive income (loss) from the MTI Acquisition Date through the end of the year ended December 31, 2025, and the impact of the acquisition to the ongoing operations on the Company’s net revenue and net income was not significant. Supplemental pro forma results of operations have not been presented because they were not material to the consolidated results of operations.

ISP Acquisition

On May 28, 2025 (the “ISP Acquisition Date”), the Company completed its acquisition of Industrial Solid Propulsion (“ISP”) pursuant to a Securities Purchase Agreement (the “ISP Agreement”), under which the Company purchased all issued and outstanding equity interests in ISP and related real estate of ISP, for $52.9 million in cash and 147,842 shares of common stock, subject to satisfaction or waiver of certain customary closing adjustments. The ISP Agreement contains customary representations, warranties and covenants of the parties. The acquisition of ISP expands the Company’s capabilities in small-diameter solid propellant and energetic propulsion systems, strengthening its position in the UAS and missile defense markets through proprietary technologies and integrated manufacturing expertise.

The ISP Acquisition met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired, affected for adjustments to reflect fair values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s consolidated financial statements from the ISP Acquisition Date. The Company recorded the acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the acquisition date as required under ASC 805.

The ISP Acquisition was funded by increasing the Citi’s term note and was accounted for using the acquisition method of accounting. The fair value of the total purchase consideration transferred was $58.6 million, of which $49.0 million was paid in cash, $3.9 million represents the fair value of the earnout, and $5.7 million represents the fair value of the equity consideration. The earnout was recorded in other current liabilities on the consolidated balance sheet as of the ISP Acquisition Date. The earnout liability was estimated using a Monte Carlo simulation under a risk-neutral framework, based on the average present value of the simulated earnout payments.

The Earnout provides for a cash payment equal to $5.0 million to the seller of ISP, contingent upon the achievement of specified Adjusted EBITDA threshold for the twelve months ended December 31, 2025, as defined in the ISP Agreement. As of December 31, 2025, the Company determined that the Adjusted EBITDA target was not achieved. Accordingly, the Earnout no longer has any value, and the related contingent consideration liability was reduced to zero, with the change in fair value recognized as other income on the consolidated statement of operations and comprehensive income (loss).

The Company also incurred $1.2 million of direct acquisition-related expenses, recognized as general, and administrative expenses on the consolidated statements of operation and comprehensive income (loss) for the year ended December 31, 2025.

The following table sets forth the allocation, as of December 31, 2025, of the fair value of the assets acquired and liabilities assumed in connection with the ISP Acquisition:

 

 

 

Total Amount

 

Assets Acquired

 

(in thousands)

 

Cash and cash equivalents

 

$

2,791

 

Accounts receivable

 

 

597

 

Inventory

 

 

1,202

 

Prepaid and other current assets

 

 

39

 

Property, plant and equipment

 

 

4,239

 

Intangible assets

 

 

21,400

 

Deferred tax assets

 

 

941

 

Total assets acquired

 

$

31,209

 

 

 

 

 

Accounts payable

 

 

279

 

Accrued payroll and related expenses

 

 

2,122

 

Contract liabilities

 

 

95

 

Long-term notes payable

 

 

1,919

 

Total liabilities assumed

 

$

4,415

 

 

 

 

 

Goodwill

 

$

31,843

 

Fair Value of Consideration

 

$

58,637

 

The excess of the purchase price over the fair value of the net identifiable tangible and intangible assets was recorded as goodwill and is fully deductible for tax purposes. The components of goodwill do not qualify as a separately recognized intangible asset.

Below is a summary of the intangible assets acquired in the ISP Acquisition:

Intangible Asset

 

Acquisition
Date Fair Value
(in thousands)

 

 

Estimated Life
(Years)

 

Customer Relationships

 

$

13,500

 

 

 

10.0

 

Backlog

 

 

1,900

 

 

 

1.6

 

Know-How

 

 

6,000

 

 

 

15.0

 

Total Intangible Assets Acquired

 

$

21,400

 

 

 

 

The fair value for know-how was determined using the relief from royalty method and the fair values of customer relationships and backlog was determined using the multi-period excess earnings method. In total, the intangible assets acquired subject to amortization have a weighted average useful life of 10.7 years.

Net revenue and net income from this acquisition has been included in the consolidated statements of operations and comprehensive income (loss) from the acquisition date through the end of the year ended December 31, 2025, and the impact of the acquisition to the ongoing operations on the Company’s net revenue and net income was not significant. Supplemental pro forma results of operations have not been presented because they were not material to the consolidated results of operations.

Five Axis Acquisition

On October 28, 2025 (the “Five Axis Acquisition Date”), the Company, through its wholly owned subsidiary, Karman Space & Defense LLC, completed the acquisition of all of the issued and outstanding capital stock of Five Axis Industries, Inc. (“Five Axis”) pursuant to a Securities Purchase Agreement (the “Five Axis Agreement”), under which the Company purchased all issued and outstanding equity interests in Five Axis, for approximately $90.7 million in cash and 68,625 shares of common stock (the “Five Axis Acquisition”). Five Axis designs and manufactures specialized nozzle and fuel systems for launch vehicle engines. Its products support the performance and operation of both current and next-generation propulsion systems. The acquisition of Five Axis strengthens the Company’s core competency in the engineering and manufacturing of mission critical subsystems for the space and launch end market.

The Five Axis Acquisition met the requirements to be accounted for as a business combination under ASC 805. Five Axis’ assets and liabilities have been adjusted for preliminary estimates of fair value, and its results of operations have been included in the

Company’s consolidated financial statements from the Five Axis Acquisition Date. The purchase price was allocated to tangible and identifiable intangible assets based on their estimated fair values at the Five Axis Acquisition Date.

The Five Axis Acquisition was funded by increasing the Citi’s term note and was accounted for using the acquisition method of accounting.

The Company also incurred $2.5 million of direct acquisition-related expenses, recognized as general, and administrative expenses on the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2025.

The following table sets forth the acquisition date fair value of the assets acquired, and liabilities assumed in connection with the acquisition:

 

 

 

Total Amount

 

Assets Acquired

 

(in thousands)

 

Cash and cash equivalents

 

$

5,055

 

Accounts receivable

 

 

1,807

 

Property, plant and equipment

 

 

4,466

 

Intangible assets

 

 

48,000

 

Total assets acquired

 

$

59,328

 

Accounts payable

 

 

156

 

Accrued payroll and related expenses

 

 

70

 

Other current liabilities

 

 

153

 

Deferred tax liabilities

 

 

12,886

 

Total liabilities assumed

 

$

13,265

 

 

 

 

 

Goodwill

 

$

50,505

 

Fair Value of Consideration

 

$

96,568

 

The excess of the purchase price over the fair value of the net identifiable tangible and intangible assets was recorded as goodwill, which is not deductible for tax purposes. Goodwill reflects expected synergies from the combined operations, specialized processes and procedures, and the assembled workforce. The components of goodwill do not qualify as a separately recognized intangible asset.

Below is a summary of the intangible assets acquired in the Five Axis Acquisition:

 

Intangible Asset

 

Acquisition
Date Fair Value
(in thousands)

 

 

Estimated Life
(Years)

 

Customer Relationships

 

$

44,500

 

 

 

14.0

 

Backlog

 

 

3,500

 

 

 

0.8

 

Total Intangible Assets Acquired

 

$

48,000

 

 

 

 

The fair value for the customer relationships and backlog was determined using the multi-period excess earnings method. In total, the intangible assets acquired subject to amortization have a weighted average useful life of 13.0 years.

Net revenue and net income from this acquisition has been included in the consolidated statements of operations and comprehensive income (loss) from the acquisition date through the end of the year ended December 31, 2025, and the impact of the acquisition to the ongoing operations on the Company’s net revenue and net income was not significant. Supplemental pro forma results of operations have not been presented because they were not material to the consolidated results of operations.