v3.26.3
Debt
9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Debt

13. DEBT

The components of debt outstanding at September 30, 2026 were as follows (in thousands):

 

 

 

September 30,

 

 

2026

 

VIE financing

 

$

30,533

 

Tool financing loans

 

 

36,581

 

Unamortized debt issuance costs

 

 

(1,504

)

Total long-term debt, including current maturities

 

 

65,610

 

Less: current portion of long-term debt

 

 

(8,849

)

Total long-term debt, excluding current maturities

 

 

56,761

 

 

The Company did not have any debt at December 31, 2025.

VIE Financing

The Company’s consolidated VIE, assumed as part of the SkyWater Acquisition, entered into a loan agreement for $39.0 million (the “VIE Financing”) to finance the acquisition of the building and land of the Company’s Minnesota facility. The VIE Financing is repayable in equal monthly installments of $0.2 million over 10 years, with the remaining balance payable at the maturity date of October 6, 2030. The interest rate under the VIE Financing is fixed at 3.44%. The VIE Financing is guaranteed by the sole equity holder of the VIE. The VIE financing is not subject to financial debt default covenants. In connection with the SkyWater Acquisition, the VIE Financing was recorded at fair value. The resulting fair value adjustment is being amortized to interest expense over the remaining term of the financing using the effective interest method.

The terms of the VIE Financing include provisions that grant the lender several protective rights when certain triggering events defined in the loan agreement occur, including events tied to the occupancy of the Company’s Minnesota facility and SkyWater’s financial performance. The occurrence of a triggering event does not represent a default event under the loan agreement, nor does it result in the VIE Financing becoming callable, rather the protective rights become enforceable by the lender. No triggering events as defined in the loan agreement existed as of September 30, 2026.

The VIE Financing is secured by a security interest in the building and land of the Company’s Minnesota facility.

Tool Financing Loans

The Company enters into financing agreements with equipment lenders to finance the purchase of tools that may, or may not, result in equipment lenders advancing payments to fund the acquisition, installation and qualification of tools. When tools are received and placed into service, the Company executes sales agreements to transfer ownership of the tools to the equipment lender and concurrently enters into debt agreements to repay the equipment lender the acquisition cost of the tool over a period of time, typically three years. The sales agreements include bargain purchase options at the end of the lease terms, which the Company intends to exercise; accordingly, these transactions represent failed sale leasebacks with the associated tools recorded in property and equipment, net and the proceeds received, net of scheduled repayments of the financings, recorded as long-term debt on the condensed consolidated balance sheets. Tool financing loans primarily consist of a semiconductor manufacturing tool loan which is repayable in equal monthly installments of $0.8 million at an interest rate of 11.1%, and this loan matures in March of 2031.

Maturities

Future principal payments of the Company’s long-term debt are as follows (in thousands):

 

 

Future Principal Payments

 

Remainder of 2026

 

$

1,998

 

2027

 

 

8,557

 

2028

 

 

8,425

 

2029

 

 

8,563

 

2030

 

 

37,265

 

Thereafter

 

 

2,306

 

Total

 

$

67,114