Debt |
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| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | 6. Debt The Company’s Notes Payable consisted of the following as of December 31, 2025 and 2024:
Term Note On April 1, 2025, the Company entered into a new Credit Agreement (the “Citi Credit Agreement”) by and among Karman, the lenders from time to time party thereto and Citibank, N.A. (“Citi”), as the administrative agent for the lenders, and, substantially contemporaneously therewith,certain direct and indirect subsidiaries of Karman terminated all outstanding commitments and repaid all outstanding obligations under the previous TCW Credit Agreement. This transaction resulted in the extinguishments of the previous TCW Term Note and facilities under the TCW Credit Agreement and the issuance of a new $300.0 million term loan and $50.0 million revolving line of credit. The new term loan will mature on April 1, 2032 and the new revolving line of credit will mature on April 1, 2030.
On May 27, 2025, the Company increased its Citi Term Note by $75.0 million to fund the acquisition of ISP. All other terms and conditions of the Citi Credit Agreement remain unchanged.
On October 24, 2025, the Company increased its Citi Term Note by $130.0 million to fund the acquisition of Five Axis and repay outstanding balance of the revolving line of credit facility. All other terms and conditions of the Citi Credit Agreement remain unchanged. The Citi Term Note carries variable interest payments based on specified benchmark reference rates. Interest rates were 7.50% and 11.01% as of December 31, 2025 and 2024, respectively. The Citi Credit Agreement contains a springing financial covenant that is tested on the last day of any testing fiscal quarter if and when the outstanding principal amount of revolving credit loans exceeds an applicable threshold. If the financial covenant is then in effect, the Company is required to maintain a Consolidated First Lien Net Leverage Ratio of less than or equal to 6.50 to 1.00. The financial covenant is also conditioned upon the Company’s requirement to deliver quarterly financial statements to the lender under the Citi Credit Agreement, which obligation commences with the fiscal quarter ending September 30, 2025. As there was no amount of revolving credit outstanding as of December 31, 2025, the springing financial covenant was not required. The Company was in compliance with its other debt covenant as of December 31, 2025. Other Notes Payable As of December 31, 2025, a wholly-owned subsidiary of the Company held a note payable to its landlord for cost incurred on the construction of a building that is under the control of the subsidiary. The note bears an interest of 6.68% per annum and matures in ten years following the completion of the construction. This note payable represents a financing arrangement and is accounted for as debt under ASC 470, with interest capitalized under ASC 835. The arrangement does not impact the accounting for the underlying lease under ASC 842 because the note is separate from lease payments and does not represent lease consideration or a lease incentive. During the year ended December 31, 2025, the interest expense capitalized related to the note is immaterial. The Company held a note payable to one of the sellers (the “Seller Note”) from a prior acquisition for $6.6 million in 2024. The note bears interest at 7.5% and is capitalized annually on the anniversary date of the acquisition. The Seller Note plus all capitalized interest amounts is due and payable March 22, 2026. In April 2025, the Company repaid outstanding principal and interest balance of $10.6 million. No principal and interest balance was outstanding as of December 31, 2025. The outstanding principal and interest balance as of December 31, 2024 was $10.5 million. Principal repayment requirements on the notes payable as of December 31, 2025 consisted of the following:
Revolving Line of Credit The Company has a $50 million revolving line of credit under the Citi Credit Agreement to provide for working capital needs. On April 2,2025, the Company drew $30.0 million from this revolving line of credit to fund the acquisition of MTI. There were no amount outstanding as of December 31, 2025. As of December 31, 2024, the Company had $25.0 million outstanding under the $25.0 million revolving line of credit pursuant to the TCW Credit Agreement. The TCW Credit Agreement was subsequently extinguished upon entering into the Citi Credit Agreement. The Company’s revolving line of credit carries variable interest payments based on specified benchmark reference rates. Borrowings under the line of credit bear interest based on the Secured Overnight Financing Rate (SOFR) and the Company’s leverage ratio. Interest rates were 6.48% and 11.01% as of December 31, 2025 and 2024, respectively. Total interest expense related to the revolving line of credit, finance leases (Note 8) and notes payable amounted to $45.2 million, $50.9 million, and $48.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. Through December 31, 2025, debt origination fees related to the Term Note were $7.6 million, which are being amortized over the life of the loan using the straight-line method, as the difference between use of the effective interest and straight-line method is not material. Amortization of debt origination fees, related to the Term Note, of $1.3 million, $2.3 million, and $2.0 million were recorded as part of interest expense for the years ended December 31, 2025, 2024 and 2023, respectively. No accrued interest was recorded under the Citi Credit Agreement or the TCW Credit Agreement as of December 31, 2025 and 2024. |
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