[10-Q] Karman Holdings Inc. Quarterly Earnings Report
Karman Holdings Inc. reported strong third‑quarter results. Revenue reached $121.8 million, up 41.7% year over year, with net income of $7.6 million and basic EPS of $0.06. Gross profit was $49.9 million and operating income was $21.8 million, while net interest expense was $10.0 million. Year to date, revenue totaled $337.0 million.
The company closed two acquisitions in 2025: MTI (fair value consideration $82.3 million) and ISP ($58.6 million, including a potential $5.0 million earnout). These were funded by a new Citi Credit Agreement, including a $300.0 million term loan (later increased by $75.0 million) and a $50.0 million revolver, of which $30.0 million was outstanding at quarter end. Notes payable were $374.1 million and cash was $18.7 million. Operating cash flow for the nine months was $(30.8) million, primarily reflecting growth in contract assets and working capital.
Remaining performance obligations were $536.3 million, with 22.1% expected to be recognized in 2025, 46.7% in 2026, and 31.2% thereafter. As of October 30, 2025, common shares outstanding were 132,322,435.
- None.
- None.
Insights
Strong growth and backlog; higher leverage from M&A.
Karman delivered solid top-line expansion with Q3 revenue of
Two acquisitions—MTI (consideration
Backlog visibility is supported by remaining performance obligations of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to _________
Commission File Number:
(Exact name of Registrant as specified in Charter)
|
||
(State or jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
||
(Address of principal executive offices) |
|
(Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☐ |
|
☒ |
|
Smaller reporting company |
|
||
|
|
|
|
Emerging growth company |
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ NO
Number of shares of registrant’s common shares outstanding as of October 30, 2025 was
Karman Holdings Inc.
Table of Contents
|
|
Page |
|
PART I: FINANCIAL INFORMATION |
|
Item 1. |
Financial Statements (unaudited) |
3 |
|
Condensed Consolidated Balance Sheets |
3 |
|
Condensed Consolidated Statements of Income |
4 |
|
Condensed Consolidated Statements of Equity |
5 |
|
Condensed Consolidated Statements of Cash Flows |
7 |
|
Notes to Condensed Consolidated Financial Statements |
8 |
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations. |
25 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk. |
38 |
Item 4. |
Controls and Procedures |
39 |
|
PART II: OTHER INFORMATION |
|
Item 1. |
Legal Proceedings |
41 |
Item 1A. |
Risk Factors |
41 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
41 |
Item 3. |
Defaults Upon Senior Securities |
41 |
Item 4. |
Mine Safety Disclosures |
41 |
Item 5. |
Other Information |
41 |
Item 6. |
Exhibits, Financial Statement Schedules |
42 |
Signature |
|
43 |
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Karman Holdings Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value and share data)
(unaudited)
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Accounts receivable, net |
|
|
|
|
|
|
||
Contract assets |
|
|
|
|
|
|
||
Inventory |
|
|
|
|
|
|
||
Prepaid and other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Property, plant and equipment |
|
|
|
|
|
|
||
Less accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Net property, plant and equipment |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Intangible assets, net |
|
|
|
|
|
|
||
Operating lease right-of-use assets |
|
|
|
|
|
|
||
Finance lease right-of-use assets |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
LIABILITIES AND EQUITY |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued payroll and related expenses |
|
|
|
|
|
|
||
Contract liabilities |
|
|
|
|
|
|
||
Short term operating lease liabilities |
|
|
|
|
|
|
||
Short term finance lease liabilities |
|
|
|
|
|
|
||
Short term notes payable, net of debt issuance costs |
|
|
|
|
|
|
||
Income taxes payable |
|
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Long-term liabilities |
|
|
|
|
|
|
||
Revolving line of credit |
|
|
|
|
|
|
||
Long-term notes payable, net of current portion and net of debt issuance costs |
|
|
|
|
|
|
||
Noncurrent operating lease liabilities, net of current portion |
|
|
|
|
|
|
||
Noncurrent finance lease liabilities, net of current portion |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Deferred tax liabilities |
|
|
|
|
|
|
||
Total long-term liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
Equity: |
|
|
|
|
|
|
||
Preferred stock, $ |
|
|
|
|
|
|
||
Common stock; $ |
|
|
|
|
|
|
||
Additional paid in capital |
|
|
|
|
|
|
||
Accumulated other comprehensive income |
|
|
|
|
|
|
||
Retained earnings (accumulated deficit) |
|
|
|
|
|
( |
) |
|
Stockholders' equity and members' equity, respectively |
|
|
|
|
|
|
||
Total liabilities and equity |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of the condensed consolidated financial statements
3
Karman Holdings Inc.
Condensed Consolidated Statements of Income
(in thousands, except per share and per unit amounts)
(unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of goods sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net operating income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income before provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per common share or unit, basic and diluted, respectively |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted-average common share and units outstanding, basic and diluted, respectively |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The accompanying notes are an integral part of the condensed consolidated financial statements
4
Karman Holdings Inc.
Condensed Consolidated Statements of Equity
(in thousands)
(unaudited)
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Shares |
|
|
Amount |
|
|
Additional Paid-In Capital |
|
|
Members' Equity |
|
|
Retained Earnings (Accumulated Deficit) |
|
|
Accumulated Other |
|
|
Total |
|
|||||||
Balance, January 1, 2025 |
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Contributions |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Conversion of member's equity into common stock in initial public offering |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|||
Issuance of common stock in initial public offering, net |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance, March 31, 2025 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Contributions |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of common stock upon acquisition of Industrial Solid Propulsion |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Balance, June 30, 2025 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Balance, September 30, 2025 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
TCFIII Spaceco Holdings LLC
5
Condensed Consolidated Statements of Equity
(in thousands)
(unaudited)
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Shares |
|
|
Amount |
|
|
Additional Paid-In Capital |
|
|
Members' Equity |
|
|
Accumulated Deficit |
|
|
Accumulated Other |
|
|
Total |
|
|||||||
Balance, January 1, 2024 |
|
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Distributions |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance, March 31, 2024 |
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Distributions |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other Comprehensive loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance, June 30, 2024 |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Distributions |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other Comprehensive loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Balance, September 30, 2024 |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
The accompanying notes are an integral part of the condensed consolidated financial statements
6
Karman Holdings Inc.
Condensed Consolidated Statements of Cash Flows
|
|
For the nine months ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by (used in) operating activities |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Amortization of debt issuance costs |
|
|
|
|
|
|
||
Non-cash interest expense and other non-cash adjustments |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
( |
) |
|
Share-based compensation expenses |
|
|
|
|
|
|
||
Changes in operating assets and liabilities, net of effects of acquisitions |
|
|
|
|
|
|
||
Change in accounts receivable |
|
|
( |
) |
|
|
( |
) |
Change in contract assets |
|
|
( |
) |
|
|
( |
) |
Change in inventory |
|
|
( |
) |
|
|
( |
) |
Change in prepaids and other assets |
|
|
|
|
|
|
||
Change in contract liabilities |
|
|
( |
) |
|
|
( |
) |
Change in accounts payable, accruals and income taxes payable |
|
|
( |
) |
|
|
|
|
Net change in ROU assets and lease liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) operating activities |
|
|
( |
) |
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
||
Proceeds from sale of property and equipment |
|
|
— |
|
|
|
|
|
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Investment in convertible note |
|
|
( |
) |
|
|
— |
|
Acquisitions of businesses, net of cash acquired |
|
|
( |
) |
|
|
( |
) |
Net cash flows used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities |
|
|
|
|
|
|
||
Net proceeds from issuance of common stock in initial public offering |
|
|
|
|
|
— |
|
|
Finance lease payments |
|
|
( |
) |
|
|
( |
) |
Proceeds from notes payable |
|
|
|
|
|
|
||
Repayments of notes payable |
|
|
( |
) |
|
|
( |
) |
Payments of debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Proceeds from revolving line of credit |
|
|
|
|
|
|
||
Repayments of revolving line of credit |
|
|
( |
) |
|
|
( |
) |
Repayment of debt assumed in ISP acquisition |
|
|
( |
) |
|
|
— |
|
Cash contributed from (distribution to) members |
|
|
|
|
|
( |
) |
|
Net cash provided by financing activities |
|
|
|
|
|
|
||
Net increase in cash and cash equivalents |
|
|
|
|
|
|
||
Cash and cash equivalents, beginning |
|
|
|
|
|
|
||
Cash and cash equivalents, ending |
|
|
|
|
|
|
||
Supplemental Disclosures |
|
|
|
|
|
|
||
Cash paid during the period for interest |
|
$ |
|
|
$ |
|
||
Cash paid during the period for income taxes, net of refund |
|
$ |
|
|
$ |
( |
) |
|
Supplemental Non-Cash Investing and Financing Activities |
|
|
|
|
|
|
||
Non-cash acquisition of finance lease right-of-use assets |
|
$ |
— |
|
|
$ |
|
|
Non-cash acquisition of operating lease right-of-use assets |
|
$ |
|
|
$ |
|
||
Offering expenses included in liabilities |
|
$ |
|
|
$ |
— |
|
|
Acquisition of business included in liabilities |
|
$ |
|
|
$ |
|
||
Common stock issued in acquisition of business |
|
$ |
|
|
$ |
— |
|
|
Acquisitions of property and equipment included in liabilities |
|
$ |
|
|
$ |
— |
|
|
Payment-in-kind interest expense |
|
$ |
— |
|
|
$ |
|
|
The accompanying notes are an integral part of the condensed consolidated financial statements
7
Karman Holdings Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Karman Holdings Inc. (the “Company”) conducts business as Karman Space and Defense (“Karman”). Karman’s predecessor, TCFIII Spaceco Holdings LLC, was formed in August 2020 and, in connection with the Company’s initial public offering, converted into a Delaware corporation as Karman Holdings Inc. Karman is headquartered in Huntington Beach, California. It currently operates seven subsidiaries in Brea, California, El Monte, California, Huntington Beach, California, Mukilteo, Washington, Wilsonville Oregon, Albany, Oregon, Ogden, Utah and Cedar City, Utah.
Karman specializes in the rapid design, development and production of critical, next-generation system solutions for launch vehicle, satellite, spacecraft, missile defense, hypersonic and Unmanned Aircraft Systems (“UAS”) customers. Karman’s integrated payload protection, propulsion, and interstage system solutions are deployed across a wide variety of existing and emerging programs supporting important Department of Defense (“DoD”) and space sector initiatives.
As of September 30, 2025, Karman’s seven wholly-owned subsidiaries are:
Initial Public Offering
On February 12, 2025 the Company’s Registration Statement on Form S-1 for its initial public offering (the “IPO”) was declared effective. Prior to the effectiveness of the IPO, the Company was a Delaware limited liability company named TCFIII Spaceco Holdings LLC. On February 12, 2025, the Company converted into a Delaware corporation and changed its name to Karman Holdings Inc. Pursuant to the conversion, all outstanding equity interests and all outstanding P Units were converted into an aggregate of
On February 14, 2025, the Company completed the IPO of
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.
These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, include all adjustments of a normal recurring nature necessary to present fairly, in all material respects, the Company’s financial position, results of operations and cash flows. These unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual
8
Report on Form 10-K for the year ended December 31, 2024. Operating results for the three and nine months periods presented are not necessarily indicative of the results to be expected for the full year.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. Management periodically evaluates estimates used in the preparation of the financial statements for continued reasonableness. Appropriate adjustments, if any, to estimates are made prospectively based upon such periodic evaluations. It is reasonably possible that changes may occur in the near term that would affect managements’ estimates with respect to revenue recognition, estimates of cost to complete contracts, allowance for credit losses, share-based payments, accrued expenses, inventory, deferred taxes, property and equipment and valuation of net assets acquired in business combinations, and the impairment assessment of goodwill and intangible assets.
Revenue and Costs Recognition
The Company recognizes revenue for each separately identifiable performance obligation in a contract representing a promise to transfer a distinct good to a customer. In most cases, goods provided under the Company’s contracts are accounted for as a single performance obligation due to the complex and integrated nature of its products. These contracts generally require significant integration of a group of goods to deliver a combined output. Warranties are provided on certain contracts, but do not typically provide for services beyond standard assurances and are therefore not considered to be a separate performance obligation. Assets recognized from costs to obtain or fulfill a contract are not material. Payment terms are typically forty-five days, but may vary.
The Company generates revenue under a range of contract types including fixed-price, time and material and cost-plus fixed fee contracts. Substantially all revenue is recognized as control is transferred to the customer over time based on an input measure of progress based on costs incurred compared to estimated total costs at completion. In general, the Company’s contracts contain termination clauses that entitle the Company to payment for work performed to-date for goods that do not have an alternative use. Amounts recoverable in the event of terminations include reasonable profit margins. Control is effectively transferred as the Company performs its contractual obligations.
The Company generally recognizes revenues over time using the input method, measured by the percentage of total costs incurred to-date to estimated total anticipated costs for each contract. This method is used because the Company considers total costs to be the best available measure of satisfaction of its performance obligations. Use of the input method requires the Company to make reasonable estimates regarding the revenue and costs associated with the design, manufacture, and delivery of its products. The Company estimates profit on these contracts as the difference between total estimated revenues and total estimated costs at completion (EAC) and recognizes profit as costs are incurred. Significant judgment is used to estimate total costs at completion. EAC’s are estimated using historical actual margins as a percentage of revenue, applied to open jobs. Unforeseen events and circumstances can alter the estimate of the costs and potential benefits associated with a particular contract.
The nature of Company’s business can give rise to significant contract modifications, which can impact performance obligations and transaction price. A contract modification exists when the parties to a contract agree to a change in the scope and/or price of a contract. Contracts are often modified for changes in contract specifications or requirements. Most of the Company’s contract modifications are for goods that are not distinct in the context of the contract and are therefore accounted for as part of the original performance obligation through a cumulative catch-up adjustment.
Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as payroll taxes, employee benefits, equipment rental, indirect labor, rent, workers’ compensation insurance, utilities, and shop supplies. General operating, selling, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, estimated profitability, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined.
As of September 30, 2025, the Company had $
The timing of Company billings is generally dependent upon agreed-upon contractual terms, milestone billings based on the completion of certain phases of the work, or when products are provided. Billing can occur prior to revenue recognition, resulting in deferred revenue or subsequent to revenue recognition, resulting in unbilled revenue. The asset, “contract assets” represents revenues recognized in excess of amounts billed. These contract assets are not considered a significant financing component of the Company’s
9
contracts as the payment terms are intended to protect the customer in the event the Company does not fulfill its obligations under the contract. The liability, “contract liabilities” represents amounts billed in excess of revenues recognized. Contract liabilities are not a significant financing component as they are generally utilized to pay for contract costs within a one-year period or are used to ensure the customer meets contractual requirements.
The following table summarizes our contract assets and liabilities:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
(in thousands) |
|
|||||
Accounts receivable |
|
$ |
|
|
$ |
|
||
Contract assets |
|
$ |
|
|
$ |
|
||
Contract liabilities |
|
$ |
|
|
$ |
|
||
Changes in contract assets and contract liabilities are primarily due to the timing of payments from customers and the Company satisfying performance obligations during the normal course of business. The amount of revenue recognized from changes in the transaction price associated with performance obligations satisfied in prior year during the period ended September 30, 2025 and December 31, 2024 was not material. The following table summarizes the changes in contract assets and contract liabilities for the periods ended September 30, 2025 and December 31, 2024:
|
|
|
|
|||||
|
|
September 30, |
|
|
December 31, |
|
||
|
|
(in thousands) |
|
|||||
Contract assets, beginning of period |
|
$ |
|
|
$ |
|
||
Contract assets recorded during the period |
|
|
|
|
|
|
||
Reclassified to accounts receivable during the period |
|
|
( |
) |
|
|
( |
) |
Contract assets, end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|||||
|
|
September 30, |
|
|
December 31, |
|
||
|
|
(in thousands) |
|
|||||
Contract liabilities, beginning of period |
|
$ |
|
|
$ |
|
||
Customer advances received or billed |
|
|
|
|
|
|
||
Recognition of unearned revenue |
|
|
( |
) |
|
|
( |
) |
Contract liabilities, end of period |
|
$ |
|
|
$ |
|
||
The Company’s contracts with customers relate to the design, manufacturing and delivery of its products in the following markets:
Substantially all of the Company’s customers are government or commercial enterprises based in the United States.
The following table presents our disaggregated revenue and revenue growth by end-markets for the three and nine months ended September 30, 2025 and 2024, respectively:
|
|
Three Months Ended September 30, |
|
|||||||||||||||||
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
% Change |
|
|||||
|
|
(in thousands, except percent) |
|
|||||||||||||||||
Hypersonics & Strategic Missile Defense |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
|
% |
|||||
Space & Launch |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
% |
|||||
Tactical Missiles & Integrated Defense Systems |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
% |
|||||
Total Revenue |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
|
% |
|||||
10
|
|
Nine Months Ended September 30, |
|
|||||||||||||||||
|
|
2025 |
|
|
% of Revenue |
|
|
2024 |
|
|
% of Revenue |
|
|
% Change |
|
|||||
|
|
(in thousands, except percent) |
|
|||||||||||||||||
Hypersonics & Strategic Missile Defense |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
|
% |
|||||
Space & Launch |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
% |
|||||
Tactical Missiles & Integrated Defense Systems |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
% |
|||||
Total Revenue |
|
$ |
|
|
|
% |
|
$ |
|
|
|
% |
|
|
% |
|||||
Contract Estimates
The Company recognizes changes in contract estimates on a cumulative “catch-up” basis in the period in which the changes are identified. Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations that were satisfied or partially satisfied in a prior period. Changes in contract estimates may also result in the reversal of previously recognized revenue if the current estimate differs from the previous estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, the Company recognizes the total loss in the condensed consolidated statements of income in the period in which it is identified. During the period ended September 30, 2025 and 2024, changes in accounting estimates on revenue recognition was immaterial.
Inventory
The Company determines the cost basis for inventory using the lower of cost or net realizable value. Cost is determined by using the weighted average method. As of September 30, 2025, the balance of raw materials and work in progress was $
Prepaid and other current assets
Within prepaid and other current assets, the Company recognizes prepaid expenses for prepayments for goods that are expected to be consumed within 12 months.
The following table summarizes our prepaid and other current assets:
|
|
|
|
|||||
|
|
|
|
|
|
|
||
|
|
September 30, |
|
|
December 31, |
|
||
|
|
(in thousands) |
|
|||||
Deferred offering costs |
|
$ |
|
|
$ |
|
||
Other prepaid and current assets |
|
|
|
|
|
|
||
Prepaid and other current assets |
|
$ |
|
|
$ |
|
||
Accounts Receivable and Credit Loss Reserves
Accounts receivable comprise unsecured amounts due from customers and presented net of any allowance for credit losses. The Company recognizes its estimate of expected losses on accounts receivable within the scope of the current expected credit losses (“CECL”) model. All accounts receivable balances
|
|
September 30, |
|
|
December 31, |
|
||
|
|
(in thousands) |
|
|||||
Allowance for credit losses, beginning balance |
|
$ |
( |
) |
|
$ |
( |
) |
Credit loss recoveries (expenses) |
|
|
( |
) |
|
|
( |
) |
Write-offs |
|
|
|
|
|
|
||
Allowance for credit losses, ending balance |
|
$ |
( |
) |
|
$ |
( |
) |
11
Other Current Liabilities
Within other current liabilities, the Company recognizes certain accrued expenses and liabilities due within 12 months.
|
|
|
|
|||||
|
|
|
|
|
|
|
||
|
|
September 30, |
|
|
December 31, |
|
||
|
|
(in thousands) |
|
|||||
Accrued offering costs |
|
$ |
|
|
$ |
|
||
Earnout liability |
|
|
|
|
|
|
||
Other accrued expenses and current liabilities |
|
|
|
|
|
|
||
Other current liabilities |
|
$ |
|
|
$ |
|
||
Concentration of Credit Risk
Revenue from a few customers will typically represent a significant portion of the Company’s total revenue in any given fiscal year.
For the nine months ended September 30, 2025, the Company had three customers with greater than
For the nine months ended September 30, 2024, the Company had three customers with greater than
As of September 30, 2025, these three customers accounted for
One supplier accounted for approximately
Share-Based Compensation
The Company accounts for share-based compensation under the fair value recognition provisions of ASC 718, Compensation - Stock Compensation. Under the fair value provisions, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite vesting period.
Net Income Per Common Share or Common Unit
The Company uses the two-class method in calculating earnings per unit when it issues securities other than common units that contractually entitle the holder to participate in distributions and earnings of the Company. The Company historically issued Profit Interest Units (PIUs) in the form of Class P LLC Membership Units (“P Units”) that, once vested, participate in its distributions and earnings after the common units receive their return of capital plus a specified threshold amount. For the nine months ended September 30, 2024, because the Company’s undistributed or distributed earnings did not exceeded the P Units’ thresholds, no earnings were allocated to the P Units in the computation of basic and diluted earnings per unit.
The Company presents both basic and diluted earnings per share and per unit amounts. Basic earnings per share and per unit is computed by dividing the net income attributable to common shares or common units by the weighted-average number of shares or units outstanding during the period.
Diluted earnings per share or per unit represents net income divided by the weighted-average number of shares or units outstanding, inclusive of the effect of dilutive units and contingently issuable shares or units. For the nine months ended September 30, 2025 and 2024, the Company had
Recently Issued Accounting Pronouncements
Recently Issued Accounting Pronouncements Adopted
In March 2024, the FASB issued ASU 2024-01, Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This update clarifies the scope of “Profit Interest” and similar awards and adds an illustrative example to the existing ASC 718 standard that includes four fact patterns to demonstrate how an entity should apply the scope guidance in
12
paragraph 718-10-15-3 to determine whether a profits interest award should be accounted for in accordance with Topic 718. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for interim and annual financial statements not yet issued or made available for issuance. The amendments in this ASU should be applied either (1) retrospectively to all prior periods presented in the financial statements or prospectively to profits interest and similar awards granted or (2) modified on or after the date at which the entity first applies the amendments. On
New Accounting Standards and Accounting Standards Not Yet Adopted
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which simplifies the application of the current expected credit loss model for current accounts receivable and current contract assets under ASC 606. The update is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is assessing the effect of this update on our consolidated financial statements and related disclosures.
Investments and Fair Value Measurements
The Company applies the provisions under ASC 820, Fair Value Measurements, for financial assets and liabilities that are remeasured and reported at fair value each reporting period, and for nonfinancial assets and liabilities that are remeasured and reported at fair value on a nonrecurring basis. ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. Where quoted market prices for identical assets and liabilities are available in active markets, securities are classified in Level 1 of the valuation hierarchy. Level 1 securities include exchange traded securities and mutual funds for which there are quoted prices in active markets. If quoted market prices are not available for the specific security, but are based on other observable inputs, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows and would generally be classified within Level 2 of the valuation hierarchy. Level 3 securities are securities where the inputs to the valuation methodology are unobservable inputs based on best estimates of inputs market participants that would be used in pricing the asset or liability as of the measurement date, including assumptions about risk. There were no transfers between Level 1, Level 2, or Level 3 for the nine months ended September 30, 2025 or 2024.
Property and equipment consisted of the following as of September 30, 2025 and December 31, 2024:
|
|
September 30, |
|
|
December 31, |
|
||
|
|
(in thousands) |
|
|||||
Land and buildings |
|
$ |
|
|
$ |
|
||
Machinery and equipment ( |
|
|
|
|
|
|
||
Vehicles ( |
|
|
|
|
|
|
||
Office furniture and equipment ( |
|
|
|
|
|
|
||
Computer systems ( |
|
|
|
|
|
|
||
Leasehold improvements (life tied to lease duration) |
|
|
|
|
|
|
||
Construction in process |
|
|
|
|
|
|
||
Total property and equipment |
|
|
|
|
|
|
||
Less accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense for the three months ended September 30, 2025 and 2024 was $
13
Depreciation expense for the nine months ended September 30, 2025 and 2024 was $
RMS acquisition
On
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 condensed 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 $
The Company also incurred $
The following table sets forth the estimated fair values of the assets acquired, and liabilities assumed in connection with the RMS Acquisition:
|
|
Total Amount |
|
|
Assets Acquired |
|
(in thousands) |
|
|
Cash and cash equivalents |
|
$ |
|
|
Accounts receivable |
|
|
|
|
Prepaid expenses |
|
|
|
|
Inventory |
|
|
|
|
Property plant and equipment |
|
|
|
|
Customer backlogs |
|
|
|
|
Customer relationships |
|
|
|
|
Right of use lease assets |
|
|
|
|
Total assets acquired |
|
$ |
|
|
|
|
|
|
|
Accounts payable |
|
$ |
|
|
Accrued liabilities |
|
|
|
|
Lease liabilities, current |
|
|
|
|
Lease liabilities, non-current |
|
|
|
|
Total liabilities assumed |
|
$ |
|
|
|
|
|
|
|
Goodwill |
|
$ |
|
|
Fair Value of Consideration |
|
$ |
|
|
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.
14
Below is a summary of the intangible assets acquired in the RMS Acquisition:
|
|
Acquisition Date |
|
|
Estimated Life |
|
||
Intangible Asset |
|
(in thousands) |
|
|
(in years) |
|
||
Customer Backlog |
|
$ |
|
|
|
|
||
Customer Relationships |
|
$ |
|
|
|
|
||
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
MTI acquisition
On
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 condensed 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 $
The Company also incurred $
The following table sets forth the preliminary allocation, as of September 30, 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 |
|
$ |
|
|
Accounts receivable, net |
|
|
|
|
Inventory |
|
|
|
|
Prepaid and other current assets |
|
|
|
|
Property, plant and equipment |
|
|
|
|
Intangible assets, net |
|
|
|
|
Right of use lease assets |
|
|
|
|
Total assets acquired |
|
$ |
|
|
|
|
|
|
|
Accounts payable |
|
|
|
|
Accrued payroll and related expenses |
|
|
|
|
Lease liabilities, current |
|
|
|
|
Lease liabilities, non-current |
|
|
|
|
Other current liabilities |
|
|
|
|
Total liabilities assumed |
|
$ |
|
|
|
|
|
|
|
Goodwill |
|
$ |
|
|
Fair Value of Consideration |
|
$ |
|
|
15
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 |
|
|
Estimated Life |
|
||
Customer Relationships |
|
$ |
|
|
|
|
||
Backlog |
|
|
|
|
|
|
||
Know-How |
|
$ |
|
|
|
|
||
Total Intangible Assets Acquired |
|
$ |
|
|
|
|
||
The fair value for trade name and developed technology 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
Net revenue and net income from this acquisition has been included in the Consolidated Statements of Operations from the acquisition date through the end of the three and nine months ended September 30, 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 condensed consolidated results of operations.
ISP acquisition
On
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 condensed 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 Company’s term note and was accounted for using the acquisition method of accounting. The fair value of the total purchase consideration transferred was $
The Company also incurred $
16
The following table sets forth the preliminary allocation, as of September 30, 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 |
|
$ |
|
|
Accounts receivable, net |
|
|
|
|
Inventory |
|
|
|
|
Prepaid and other current assets |
|
|
|
|
Property, plant and equipment |
|
|
|
|
Intangible assets, net |
|
|
|
|
Total assets acquired |
|
$ |
|
|
|
|
|
|
|
Accounts payable |
|
|
|
|
Accrued payroll and related expenses |
|
|
|
|
Contract liabilities |
|
|
|
|
Long-term notes payable, net of current portion and net of debt issuance costs |
|
|
|
|
Total liabilities assumed |
|
$ |
|
|
|
|
|
|
|
Goodwill |
|
$ |
|
|
Fair Value of Consideration |
|
$ |
|
|
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 |
|
|
Estimated Life |
|
||
Customer Relationships |
|
$ |
|
|
|
|
||
Backlog |
|
|
|
|
|
|
||
Know-How |
|
$ |
|
|
|
|
||
Total Intangible Assets Acquired |
|
$ |
|
|
|
|
||
The fair value for developed technology 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
Net revenue and net income from this acquisition has been included in the Consolidated Statements of Operations from the acquisition date through the end of the nine months ended September 30, 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 condensed consolidated results of operations.
The table below summarizes the changes in the Company’s goodwill balances:
|
|
Total Goodwill |
|
|
|
|
(in thousands) |
|
|
Balance at January 1, 2024 |
|
$ |
|
|
Acquisitions |
|
|
|
|
Impairments |
|
|
|
|
Balance at December 31, 2024 |
|
|
|
|
Acquisitions |
|
|
|
|
Impairments |
|
|
|
|
Balance at September 30, 2025 |
|
$ |
|
|
17
The table below summarizes the carrying amounts of the Company’s identifiable intangible assets as of September 30, 2025 and December 31, 2024, respectively:
|
|
|
As of September 30, 2025 |
|
|||||||||
|
Weighted Average Amortization Period |
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net Carrying Amount |
|
|||
|
(in years) |
|
(in thousands) |
|
|||||||||
Patents ( |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Know-How ( |
|
|
|
|
|
( |
) |
|
|
|
|||
Customer Backlogs ( |
|
|
|
|
|
( |
) |
|
|
|
|||
Customer Relationships ( |
|
|
|
|
|
( |
) |
|
|
|
|||
Total Intangible Assets |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
|
|
|
As of December 31, 2024 |
|
|||||||||
|
Weighted Average Amortization Period |
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net Carrying Amount |
|
|||
|
(in years) |
|
(in thousands) |
|
|||||||||
Patents ( |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Know-How ( |
|
|
|
|
|
( |
) |
|
|
|
|||
Customer Backlogs ( |
|
|
|
|
|
( |
) |
|
|
|
|||
Customer Relationships ( |
|
|
|
|
|
( |
) |
|
|
|
|||
Total Intangible Assets |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Amortization expense was $
Amortization expense was $
Notes Payable
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 extinguishment of the previous TCW Term Note and facilities under the TCW Credit Agreement and the issuance of a new $
On May 27, 2025, the Company increased its Citi Term Note by $
The
|
|
|
|||||
|
September 30, |
|
|
December 31, |
|
||
|
2025 |
|
|
2024 |
|
||
|
(in thousands) |
|
|||||
Term Note |
$ |
|
|
$ |
|
||
Seller Note |
|
|
|
|
|
||
Total notes payable |
|
|
|
|
|
||
Issuance costs |
|
( |
) |
|
|
( |
) |
Subtotal |
|
|
|
|
|
||
Less: current portion of notes payable |
|
( |
) |
|
|
( |
) |
Long-term notes payable |
|
|
|
|
|
||
18
The Citi Term Note carries variable interest payments based on specified benchmark reference rates. Interest rates were
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
The Company held a note payable to one of the sellers (the “Seller Note”) from a prior acquisition for $
Revolving Line of Credit
The Company has a $
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
Total interest expense related to the revolving line of credit, finance leases (Note 7) and notes payable amounted to $
Amortization of debt origination fees, related to the TCW Term Note, of $
The Company has certain property leases, with former owners and members for facilities of the Company’s subsidiaries. Most of these leases are accounted for as finance leases except for facilities leased by AEC and a plane hangar leased by Systima, which are accounted for as operating leases. Total lease payments amounted to $
19
Consolidated Lease Summary
On a consolidated basis, lease activity for the three and nine months ended September 30, 2025 and 2024 were as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Finance lease expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of ROU assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest on lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating lease expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization of ROU assets are included in the depreciation and amortization expense line of the accompanying unaudited condensed consolidated statements of income.
On a consolidated basis, supplemental cash flow information for the nine months ended September 30, 2025 and 2024 were as follows:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash paid for amounts included in the measurement of lease liabilities |
|
(in thousands except percent and year) |
|
|||||
Operating cash flows from finance leases |
|
$ |
|
|
$ |
|
||
Financing cash flows from finance leases |
|
$ |
|
|
$ |
|
||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
||
ROU assets obtained in exchange for new finance lease liabilities |
|
$ |
|
|
$ |
|
||
ROU assets obtained in exchange for new operating lease liabilities |
|
$ |
|
|
$ |
|
||
Weighted-average remaining lease term in years for finance leases |
|
|
|
|
n/a |
|
||
Weighted-average remaining lease term in years for operating leases |
|
|
|
|
n/a |
|
||
Weighted-average discount rate for finance leases |
|
|
% |
|
n/a |
|
||
Weighted-average discount rate for operating leases |
|
|
% |
|
n/a |
|
||
Employee Benefit Plan
Prior to the IPO, the Company issued membership units both in conjunction with purchases of subsidiaries and to reflect further investment in the Company’s operations. The Company issued Class A, Class B, and Class C units with substantially identical rights, privileges and liquidation preferences. No member shall be liable for the debts, liabilities or obligations of the Company beyond the member’s contributions. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of TCFIII Spaceco Holdings LLC, such membership units entitled unitholders to share in the proceeds from capital transactions, including a sale of the Company, and granted them voting rights on matters requiring the consent of the members. As of December 31, 2024, a total of
On July 23, 2025, the Company priced the underwritten public offering (the “Offering”) of its common stock, par value $
20
registration statement on Form S-1 (File No. 333-288809), as amended (the “Registration Statement”). On July 23, 2025, in connection with the pricing of the Offering, certain of the Company’s existing stockholders (the “Selling Stockholders”) agreed to sell
The Company historically, through Spaceco Management Equity LLC (the “Management Company”) under the Spaceco Management Equity LLC Equity Incentive Plan (the “Equity Incentive Plan”), granted P Units to certain employees of the Company and its subsidiaries, in exchange for their services to the Company. Management Company has an economic interest in the Company, but no other interests or business operations other than issuing P Units directly to management employees on behalf of the Company.
The accounting for grants of P Units by the Company to Management Company and Management Company’s contemporaneous issuance of P Units to individual Company employees represents a distribution from the Company immediately followed by a contribution from Management Company, which together would have no financial statement impact. As a result, the Company refers to P Units issued to Management Company as though the Company had issued P Units directly to the employee.
The P Units entitle the holder to receive cash distributions from the Company, including, but not limited to upon a sale or change in control of the Company, provided that the proceeds received exceed the defined threshold value in the individual award agreements. Vesting is dependent on service-based and performance-based vesting conditions, as discussed in further detail below.
The P Units are subject to time-based vesting conditions (Time-Based Units). The Time-Based Units generally vest over
The Company records compensation cost for Time-Based Units over the requisite service period using the straight-line method.
The following table summarizes P Units activities:
|
|
P Units |
|
|
Weighted |
|
||
Nonvested units at January 1, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
|
|
|
|
||
Nonvested units at December 31, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
$ |
|
|
Forfeited |
|
|
|
|
|
|
||
Nonvested units at September 30, 2025 |
|
|
|
|
|
|
||
In February 2025, in connection with the IPO, all
21
Phantom Plan
On September 23, 2024 the Company adopted a Transaction Bonuses plan (the “Phantom Plan”), pursuant to which the Company granted Phantom Units through Management Company to select employees providing services to the Company and/or its subsidiaries.
The Phantom Units are subject to service and performance-based vesting conditions. The Phantom Units are entitled to payment if the recipient is employed in the period in which a distribution event to P Unit holders, such as a change in control, initial public offering or liquidation event is consummated. The Phantom Units are not entitled to any payments until a distribution to the Company’s unitholders in excess of the $
The following table summarizes Phantom Units activities:
|
Phantom Units |
|
Weighted Average Grant-Date Fair Value |
|
||
Nonvested units as of January 1, 2024 |
|
|
|
|
||
Granted |
|
|
$ |
|
||
Vested |
|
|
|
|
||
Forfeited |
|
|
|
|
||
Nonvested units at December 31, 2024 |
|
|
$ |
|
||
Granted |
|
|
|
|
||
Vested |
|
( |
) |
$ |
|
|
Forfeited |
|
|
|
|
||
Nonvested units at September 30, 2025 |
|
|
$ |
|
||
In connection with the IPO in February 2025, the Phantom Units were settled for $
Net income per common share or unit was computed as follows:
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
(in thousands except per share data) |
|
|||||||||||||
Net income |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted average common share or unit outstanding - basic, respectively |
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive common shares or unit, respectively |
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common share or unit outstanding - diluted, respectively |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per common share or unit - basic, respectively |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net income per common share or unit - diluted, respectively |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company had
ASC Subtopic 280-10, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available. This information is regularly evaluated by the chief operating decision maker (“CODM”) to allocate resources and assess performance. The Company’s Chief Executive Officer serves as the CODM, and reviews financial information on an operating segment basis to make operational decisions and assess financial performance. The Company operates as
22
The following table summarizes the Company’s revenue, net income and significant expenses:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Expenses and other items: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Labor |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Materials |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Overhead |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total cost of goods sold |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
General and administrative expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization not included in cost of goods sold |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax provision |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
General and administrative expenses include employee compensation and benefits of $
Other income for the nine months ended September 30, 2024 was $
Capital expenditures, which include purchases of property, plant, and equipment, are assessed and managed at the enterprise level. Refer to “Investing Activities” in the condensed consolidated statement of cash flows for the amount of cash paid for capital expenditures.
Interest income during the periods presented is insignificant.
The following table summarizes the Company’s income tax expense and effective tax rate for the three and nine months ended September 30, 2025 and 2024:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(in thousands, except percent) |
|
|||||||||||||
Income before provision for income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effective tax rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
The increase in the effective income tax rates for the three and nine months ended September 30, 2025, as compared to the same periods prior year, respectively, was primarily driven by change in entity classification, non-deductible profit interests, non-deductible officer compensation, and interest and penalties from prior year tax returns and uncertain tax positions.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including modifications to capitalization of research and development expenses, limitation on deductions for interest expense and accelerated depreciation on fixed asset additions. The net effect of OBBBA did not have a material impact on the Company’s effective tax rate for the three months ended September 30, 2025. The Company continues to assess the impact of OBBBA on its condensed consolidated financial statements.
23
In the course of doing business, the Company enters into various agreements. These agreements typically include commitments and indemnifications, which could create a liability for the Company in the event of damages or injuries related to providing these services. Management believes the Company is adequately insured. However, future claims related to these agreements could significantly affect the Company’s financial results if a loss is incurred as a result of these agreements.
The Company accrues a liability for legal contingencies when it is both probable that a liability has been incurred and the amount of loss is reasonably estimable. The Company reviews these accruals and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel, and other relevant information. To the extent new information is obtained and our views on the probable outcomes of claims, suits, assessments, investigations, or legal proceedings change, changes in our accrued liabilities would be recorded in the period in which such determination is made. For certain matters, the liability is not probable, or the amount cannot be reasonably estimated, and therefore, accruals have not been made. In addition, in accordance with the relevant authoritative guidance, for any matters in which the likelihood of a material loss is at least reasonably possible, the Company will provide disclosure of the possible loss or range of loss. If a reasonable estimate cannot be made, however, the Company will provide disclosure to that effect. As of September 30, 2025 and December 31, 2024, the Company has no material reserves for legal contingencies and does not believe it is subject to material litigation risk. Legal fees are expensed as incurred.
On October 24, 2025, the Company entered into a second amendment to the Citi Credit Agreement (the “Credit Agreement Amendment”). The Credit Agreement Amendment provides for an incremental term loan in the aggregate original principal amount of $
To expand its capabilities in the commercial space industry, on October 28, 2025, the Company entered into a Securities Purchase Agreement (the “Agreement”) under which a wholly-owned subsidiary of the Company has agreed to purchase Five Axis Industries Inc. (“Five Axis”), for $
24
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
You should read the following discussion in conjunction with our unaudited interim condensed consolidated financial statements, including the related notes thereto, contained within this Item 1 of this Quarterly Report. In addition to historical information, this discussion contains forward-looking statements that involve risks and uncertainties. You should read the sections of this Quarterly Report on Form 10-Q titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. For purposes of this section, references to the “Company,” “Karman,” “we,” “us,” and “our” refer to TCFIII Spaceco Holdings and its other subsidiaries prior to the Corporate Conversion and to Karman Holdings Inc. or Karman Holdco and its consolidated subsidiaries for all periods following the Corporate Conversion.
Overview
We specialize in the rapid design, development and production of critical, next-generation system solutions for launch vehicle, satellite, spacecraft, missile defense, hypersonic and Unmanned Aircraft Systems (“UAS”) customers. Our integrated payload protection, propulsion, and interstage system solutions are deployed across a wide variety of existing and emerging programs supporting important Department of Defense (“DoD”) and space sector initiatives. We estimate that no single program accounted for more than 11% of sales in the nine months ended September 30, 2025 or the nine months ended September 30, 2024, with revenue from over 100 active programs supporting current production and next-generation space, missile, hypersonic, and defense applications.
We believe that our engineering expertise and track record with critical piece, part and subcomponent manufacturing positions us to successfully serve customers who rely on us to deliver the technical design and scaled manufacturing of integrated system solutions that are required to withstand extreme environments and meet stringent performance requirements. Our highly engineered solutions are organized into three key families: Payload Protection and Deployment Systems, Propulsion Systems, and Aerodynamic and Interstage Systems:
Payload Protection Systems: involves the full design and manufacturing of the top section of a booster, launch vehicle, payload, or missile system.
Propulsion Systems: involves the integrated offering of solid rocket motor subsystems, launch systems, and ablative composites.
Aerodynamic and Interstage Systems: involves supporting metallic and composite subsystems designed for aerodynamics and interstage separation.
Our solutions are deployed across three growing, core end markets including: Hypersonics and Strategic Missile Defense, Tactical Missiles and Integrated Defense Systems, and Space and Launch. We currently serve a diverse customer base supported by long-term relationships and engineering partnerships and believe that our differentiated technical design, intellectual property, and track record of mission success provides us with a value proposition that proves difficult to replicate by current competitors and potential future entrants. By utilizing our vertically integrated, concept-to-production capabilities, we have created a business model aimed at creating long-term, sustainable value for our customers, the programs we support, and the warfighter.
Our business is guided by a key, overarching mission – to expand what’s possible in space and defense through the relentless pursuit of innovation, integration, and collaboration. Our business model is focused on providing innovative and reliable integrated system solutions, utilizing our concept-to-production capabilities. which include comprehensive in-house design, analysis, testing and qualification, and production services. This strategy and these capabilities, coupled with a broad and highly integrated IP portfolio, have provided what we believe to be a competitive advantage and market leading position.
We are focused on delivering innovative and customized solutions for our customers, with more than 200 multi-discipline engineers supporting our comprehensive in-house design and manufacturing capabilities. Our unique set of capabilities is supported by decades of experience across advanced material design, proprietary digital models, material science and testing, and manufacturing expertise. We believe that this collection of vertically integrated capabilities provides a strong value proposition for our customers who seek to simplify their supply chains, increase their speed to market, and reduce costs – all while benefitting from quality integrated system solutions. Our differentiated market offering is supported by significant sole- and single-source contract positions.
Our IP portfolio is enabled by our differentiated technical design expertise, which affords us the ability to work collaboratively with customers earlier in the program development cycle to develop mission-critical solutions. Such early participation quite often
25
leads to difficult-to-replicate solutions, as Karman solutions become part of the production specification. It is our belief that once a supplier has been qualified as a supplier on a particular program and delivers on the basis of quality, it is typically unlikely that a prime integrator would pursue re-qualification given a relatively lengthy and costly process. We believe this provides a strong competitive advantage for Karman, who benefits from the longevity of missile and space programs and the visible and recurring revenue streams provided. Furthermore, our key design philosophy is centered around solving for an optimal solution for the customer given a specified set of performance requirements. These optimal solutions quite often integrate our patented materials, subcomponents, and proprietary manufacturing processes that have been developed over the past 40+ years.
Our Condensed Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations reflect estimates and assumptions made by management. Events and changes in circumstances arising after September 30, 2025, including those resulting from the continuing impacts of the current unfavorable macroeconomic climate, will be reflected in management’s estimates for future periods.
Corporate Conversion
We currently operate as a corporation under the name Karman Holdings Inc. Prior to our initial public offering (the “IPO”), we converted from a Delaware limited liability company named TCFIII Spaceco Holdings LLC. In the conversion, all of our outstanding equity interests and all outstanding P Units were converted into 123.8 million shares of common stock of Karman Holdings Inc.
On February 14, 2025, we completed the IPO of 26.5 million shares of its common stock at a public offering price of $22.00 per share, of which, 8.4 million shares were sold by the Company. The aggregate net proceeds from the offering, after deducting underwriting discounts and commissions, payments to phantom unit holders and other offering expenses, were approximately $147.3 million.
Key Factors Impacting Our Performance
U.S. Government Spending and Federal Budget Uncertainty
Changes in the volume and relative mix of U.S. government spending as well as areas of spending growth could impact our business and results of operations. In particular, our results can be affected by shifts in strategies and priorities on homeland security, intelligence, defense-related programs, infrastructure and urbanization and continued increased spending on technology and innovation, including cybersecurity, artificial intelligence, connected communities and physical infrastructure. Cost-cutting and efficiency initiatives, along with current and future budget restrictions, spending cuts, and shifts in priorities, could lead our customers—those conducting significant business through U.S. government contracts—to reduce or delay funding. This may result in inconsistent or reduced investments of appropriated funds, potentially diminishing demand for our solutions and services. Furthermore, any disruption in the functioning of government agencies, including as a result of government closures and shutdowns, could have a negative impact on our operations and cause us to lose revenue or incur additional costs due to, among other things, our inability to maintain access and schedules for government testing or deploy our staff to customer locations or facilities as a result of such disruptions.
There is also uncertainty around the timing, extent, nature and effect of Congressional and other U.S. government actions to address budgetary constraints, caps on the discretionary budget for defense and non-defense departments and agencies, and the ability of Congress to determine how to allocate the available budget authority and pass appropriations bills to fund both U.S. government departments and agencies that are, and those that are not, subject to the caps. Additionally, budget deficits and the growing U.S. national debt may increase pressure on the U.S. government to reduce federal spending across all federal agencies, with uncertainty about the size and timing of those reductions. Furthermore, delays in the completion of future U.S. government budgets could in the future delay procurement of the federal government services we provide. A reduction in the amount of, or reductions, delays, or cancellations of funding for, services that we are contracted to provide to the U.S. government as a result of any of these impacts or related initiatives, legislation or otherwise could have a material adverse effect on our business and results of operations. Significant delays or reductions in appropriations for our programs and changes in U.S. government priorities and spending levels more broadly may negatively impact our business and could have a material adverse impact on our business, financial condition and results of operations.
26
Operational Performance on Contracts
Revenue, net income, and the timing of our cash flows depend on our ability to perform on our contracts. When agreeing to contractual terms, our management team makes assumptions and projections about future conditions and events. The accounting for our contracts and programs requires assumptions and estimates about these conditions and events. These projections and estimates assess:
If there is a significant change in one or more of these circumstances, estimates or assumptions, or if the risks under our contracts are not managed adequately, the profitability of contracts could be adversely affected. This could affect net income and margin materially.
In particular, profitability can fluctuate predicated on the type of contract awarded. Typically fixed-price development programs on complex systems represent a higher risk profile to complete on-budget. To the extent our fixed-price development efforts create a larger portion of our revenue output, this may result in reduced operating margins given the higher risk profile.
Additionally, the timing of our cash flows is impacted by the achievement of billable milestones on contracts. For instance, delays in reaching these milestones can lead to temporary cash flow shortfalls, while early completions compared to initial estimates can result in cash flow influxes. Historically, this has resulted and could continue to result in fluctuations in working capital levels and quarterly free cash flow results.
To manage these fluctuations, we have implemented several strategies, such as maintaining a buffer of liquid assets and closely monitoring project timelines to anticipate cash flow needs. Despite these measures, the inherent variability in milestone achievements means that quarter-to-quarter comparisons of our results of operations may not necessarily be meaningful and should not be relied upon as indicators of future performance.
We expect these fluctuations to persist, particularly as we take on more complex and long-term projects. However, we believe that our proactive cash flow management strategies will help mitigate the impact of our overall financial stability.
Regulations
Increased audit, review, investigation and general scrutiny by U.S. government agencies of performance under government contracts and compliance with the terms of those contracts and applicable laws could affect our operating results. Negative publicity and increased scrutiny of government contractors in general, including us, relating to government expenditures for contractor services and incidents involving the mishandling of sensitive or classified information as well as the increasingly complex requirements of the DoD and the United States intelligence community, including those related to cybersecurity, could impact our ability to perform in the markets we serve.
If a government inquiry or investigation reveals improper or illegal activities, we may face civil or criminal penalties or administrative sanctions, including contract termination, fines, fee forfeiture, payment suspension, or suspension and debarment from conducting business with U.S. Government agencies. Any of these actions could materially and adversely impact our reputation, business, financial condition, results of operations, and cash flows.
Additionally, U.S. Government procurement regulations impose various operational requirements on government contractors. Non-compliance with these regulations could lead to civil or criminal penalties, which may materially adversely affect our operating results.
27
Acquisitions
We consider acquisitions of businesses and investments that we believe will expand or complement our current portfolio and allow access to new customers or technologies. We also may explore the divestiture of businesses that no longer meet our needs or strategy or that could perform better outside of our organization.
Industry Background
Our defense operations are affected by U.S. Department of Defense (“DoD”) budget and spending levels, changes in demand, changes in policy positions or priorities, the domestic and global political and economic environment, and the evolving nature of the global and national security threat environment. Changes in these budget and spending levels, policies, or priorities, which are subject to U.S. domestic and foreign geopolitical risks and threats, may impact our defense businesses, including the timing of and delays in U.S. government licenses and approvals for sales, the risk of sanctions, or other restrictions.
We believe that our business is well positioned in areas that the DoD and other customers indicate are priorities for future defense spending, including those based on the 2023 National Security Strategy document, the 2024 U.S. National Security related budget and the National Defense Authorization Act (“NDAA”), and also the related Future Years Defense Program or five- year projection of the forces, resources and programs needed to support the DoD’s strategy and operations.
In addition, the recently enacted One Big Beautiful Bill Act (“OBBBA”) provides approximately $150 billion in incremental defense funding through FY 2029, supporting multiple defense programs such as Hypersonics, Missiles and Munitions. We expect these tailwinds to reinforce demand for capabilities aligned with our core offerings.
Recent Developments
On July 23, 2025, we priced the underwritten public offering (the “Offering”) of our common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $49.00 per share (the “Offering Price”), pursuant to our registration statement on Form S-1 (File No. 333-288809), as amended (the “Registration Statement”). On July 23, 2025, in connection with the pricing of the Offering, certain of our existing stockholders (the “Selling Stockholders”) agreed to sell 21,000,000 shares of their Common Stock, in each case at the Offering Price, less underwriting discounts and commissions. The Underwriters were granted a 30-day option to purchase up to an additional 3,150,000 shares of Common Stock from a certain Selling Stockholder, which was fully exercised on July 24, 2025. The Offering and the shares were delivered on July 25, 2025. The Offering was non-dilutive and increased the public float of our common stock. We did not sell any shares or receive proceeds, and the Offering had no impact on our capital structure or operations.
On October 24, 2025, we entered into a second amendment to the Citi Credit Agreement (the “Credit Agreement Amendment”). The Credit Agreement Amendment provides for an incremental term loan in the aggregate original principal amount of $130.0 million (the “Incremental Term Loan”). The proceeds of the Incremental Term Loan are being used to repay our outstanding revolving credit loans under the Citi Credit Agreement and to fund the acquisition of Five Axis Industries Inc. (“Five Axis”), thereby expanding our capabilities in the commercial space industry. Pursuant to the Securities Purchase Agreement (the “Agreement”) completed October 28, 2025, a wholly-owned subsidiary of ours has agreed to acquire Five Axis for $83.0 million in cash and 68,625 shares of our common stock, subject to the satisfaction or waiver of certain customary closing adjustments.
Components of Operations
Revenues
We generate our revenue primarily from the design, development and deployment of systems and subsystems (Propulsion Systems, Aerodynamic Interstage Systems, and Payload Protection and Deployment Systems) across three end markets (Hypersonic and Strategic Missile Defense, Missile and Integrated Defense Systems, and Space and Launch). We do not believe our revenues are subject to significant seasonal variations.
Cost of Goods Sold
Cost of goods sold consists of direct costs and allocated indirect costs. Direct costs include labor, materials, subcontracts and other costs directly related to the execution of a specific contract. Indirect costs include overhead expenses, fringe benefits and depreciation.
28
General and Administrative Expenses
Our general and administrative expenses (“G&A”) include salaries, fringe benefits (such as health insurance, retirement plans, vacation and sick days), and other expenses related to selling, marketing and proposal activities, certain administrative costs, operational overhead expenses, share-based compensation expenses and amortization of acquired intangible assets. Some G&A expenses relate to marketing and business development activities that support both ongoing business areas as well as new and emerging market areas. These activities can be directly associated with developing requirements for applications of capabilities created in our business development activities as well as managing human capital. G&A is an important financial metric that we analyze to help us evaluate the contribution of our selling, marketing and proposal activities to revenue generation.
Results of Operations
Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
The following table sets forth, for the periods presented, certain operating data of the Company, including presentation of the changes in amounts between reporting periods:
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
Dollar |
|
|
Percent |
|
||||
|
|
(in thousands, except percent) |
|
|||||||||||||
Revenue |
|
$ |
121,787 |
|
|
$ |
85,968 |
|
|
|
35,819 |
|
|
|
41.7 |
% |
Cost of goods sold |
|
|
71,847 |
|
|
|
52,184 |
|
|
|
19,663 |
|
|
|
37.7 |
% |
Gross profit |
|
|
49,940 |
|
|
|
33,784 |
|
|
|
16,156 |
|
|
|
47.8 |
% |
General and administrative expenses |
|
|
19,996 |
|
|
|
11,187 |
|
|
|
8,809 |
|
|
|
78.7 |
% |
Depreciation and amortization expense |
|
|
8,132 |
|
|
|
5,190 |
|
|
|
2,942 |
|
|
|
56.7 |
% |
Total operating expenses |
|
|
28,128 |
|
|
|
16,377 |
|
|
|
11,751 |
|
|
|
71.8 |
% |
Net operating income |
|
|
21,812 |
|
|
|
17,407 |
|
|
|
4,405 |
|
|
|
25.3 |
% |
Interest expense, net |
|
|
(10,002 |
) |
|
|
(12,533 |
) |
|
|
2,531 |
|
|
|
(20.2 |
%) |
Other income |
|
|
51 |
|
|
|
351 |
|
|
|
(300 |
) |
|
|
(85.5 |
%) |
Provision for income taxes |
|
|
(4,217 |
) |
|
|
(933 |
) |
|
|
(3,284 |
) |
|
|
352.0 |
% |
Net income |
|
|
7,644 |
|
|
|
4,292 |
|
|
|
3,352 |
|
|
|
78.1 |
% |
Net Income Margin |
|
|
6.3 |
% |
|
|
5.0 |
% |
|
|
|
|
|
1.3 |
% |
|
Operating Margin |
|
|
17.9 |
% |
|
|
20.2 |
% |
|
|
|
|
|
(2.3 |
%) |
|
Gross Profit Margin |
|
|
41.0 |
% |
|
|
39.3 |
% |
|
|
|
|
|
1.7 |
% |
|
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
Dollar |
|
|
Percent |
|
||||
|
|
(in thousands, except percent) |
|
|||||||||||||
Revenue |
|
$ |
337,008 |
|
|
$ |
254,013 |
|
|
|
82,995 |
|
|
|
32.7 |
% |
Cost of goods sold |
|
|
200,596 |
|
|
|
156,635 |
|
|
|
43,961 |
|
|
|
28.1 |
% |
Gross profit |
|
|
136,412 |
|
|
|
97,378 |
|
|
|
39,034 |
|
|
|
40.1 |
% |
General and administrative expenses |
|
|
62,714 |
|
|
|
31,269 |
|
|
|
31,445 |
|
|
|
100.6 |
% |
Depreciation and amortization expense |
|
|
21,819 |
|
|
|
16,921 |
|
|
|
4,898 |
|
|
|
28.9 |
% |
Total operating expenses |
|
|
84,533 |
|
|
|
48,190 |
|
|
|
36,343 |
|
|
|
75.4 |
% |
Net operating income |
|
|
51,879 |
|
|
|
49,188 |
|
|
|
2,691 |
|
|
|
5.5 |
% |
Interest expense, net |
|
|
(33,268 |
) |
|
|
(37,994 |
) |
|
|
4,726 |
|
|
|
(12.4 |
%) |
Other income |
|
|
351 |
|
|
|
1,157 |
|
|
|
(806 |
) |
|
|
(69.7 |
%) |
Provision for income taxes |
|
|
(9,309 |
) |
|
|
(1,333 |
) |
|
|
(7,976 |
) |
|
|
598.3 |
% |
Net income |
|
|
9,653 |
|
|
|
11,018 |
|
|
|
(1,365 |
) |
|
|
(12.4 |
%) |
Net Income Margin |
|
|
2.9 |
% |
|
|
4.3 |
% |
|
|
|
|
|
(1.5 |
%) |
|
Operating Margin |
|
|
15.4 |
% |
|
|
19.4 |
% |
|
|
|
|
|
(4.0 |
%) |
|
Gross Profit Margin |
|
|
40.5 |
% |
|
|
38.3 |
% |
|
|
|
|
|
2.1 |
% |
|
Revenue
Revenue for the three months ended September 30, 2025 increased $35.8 million or 41.7% to $121.8 million as compared to $86.0 million for the three months ended September 30, 2024. Revenue for the nine months ended September 30, 2025 increased $83.0 million, or 32.7%, to $337.0 million as compared to $254.0 million for the same period last year.
29
The increase in revenue for the three months and nine months ended September 30, 2025 as compared to the same periods in the prior year, was primarily attributable to organic growth across all end-markets, Tactical Missiles and Integrated Defense Systems, followed by Space and Launch and Hypersonics and Strategic Missile Defense.
As described in additional detail below, the results of operations include the following disaggregation of end market revenue:
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
Dollar |
|
|
Percent |
|
||||
|
|
(in thousands, except percent) |
|
|||||||||||||
Hypersonics and Strategic Missile Defense |
|
$ |
36,608 |
|
|
$ |
26,927 |
|
|
$ |
9,681 |
|
|
|
36.0 |
% |
Space and Launch |
|
|
40,697 |
|
|
|
27,640 |
|
|
|
13,057 |
|
|
|
47.2 |
% |
Tactical Missiles and Integrated Defense Systems |
|
|
44,482 |
|
|
|
31,401 |
|
|
|
13,081 |
|
|
|
41.7 |
% |
Total Revenue |
|
$ |
121,787 |
|
|
$ |
85,968 |
|
|
$ |
35,819 |
|
|
|
41.7 |
% |
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
Dollar |
|
|
Percent |
|
||||
|
|
(in thousands, except percent) |
|
|||||||||||||
Hypersonics and Strategic Missile Defense |
|
$ |
101,624 |
|
|
$ |
80,490 |
|
|
$ |
21,134 |
|
|
|
26.3 |
% |
Space and Launch |
|
|
114,165 |
|
|
|
86,408 |
|
|
|
27,757 |
|
|
|
32.1 |
% |
Tactical Missiles and Integrated Defense Systems |
|
|
121,219 |
|
|
|
87,115 |
|
|
|
34,104 |
|
|
|
39.1 |
% |
Total Revenue |
|
$ |
337,008 |
|
|
$ |
254,013 |
|
|
$ |
82,995 |
|
|
|
32.7 |
% |
Growth in Hypersonics and Strategic Missile Defense revenue for the three and nine months ended September 30, 2025 from the comparable periods in the prior year, was primarily driven by higher production output from missile programs, such as PrSM, Standard Missile 3 and 6, and development programs. The increase also benefited from the timing of orders and was partially offset by the timing of funding for classified programs.
Growth in Space and Launch revenue for the three and nine months ended September 30, 2025 from the comparable periods in the prior year, was primarily driven by the timing of orders from both legacy and emerging launch providers. For the nine months ended September 30, 2025, this growth was partially offset by lower revenue from the Space Launch Systems (“SLS”).
Growth in Tactical Missiles and Integrated Defense Systems for the three and nine months ended September 30, 2025 from the comparable periods in the prior year, was primarily driven by an increase in production rates for GLMRS, AIM-9X and UAS programs.
Cost of Goods Sold and Gross Profit
Cost of goods sold increased by $19.7 million, or 37.7%, and $44.0 million, or 28.1%, for the three and nine months ended September 30, 2025 from the comparable periods in the prior year, respectively, which was primarily driven by increased spending on materials and labor to support production growth.
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
Dollar |
|
|
Percent |
|
||||
|
|
(in thousands, except percent) |
|
|||||||||||||
Labor |
|
$ |
28,571 |
|
|
$ |
22,338 |
|
|
$ |
6,233 |
|
|
|
27.9 |
% |
Materials |
|
|
34,479 |
|
|
|
22,555 |
|
|
|
11,924 |
|
|
|
52.9 |
% |
Overhead |
|
|
5,959 |
|
|
|
4,346 |
|
|
|
1,613 |
|
|
|
37.1 |
% |
Depreciation |
|
|
2,838 |
|
|
|
2,945 |
|
|
|
(107 |
) |
|
|
(3.6 |
%) |
Total cost of goods sold |
|
$ |
71,847 |
|
|
$ |
52,184 |
|
|
$ |
19,663 |
|
|
|
37.7 |
% |
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
Dollar |
|
|
Percent |
|
||||
|
|
(in thousands, except percent) |
|
|||||||||||||
Labor |
|
$ |
84,711 |
|
|
$ |
70,059 |
|
|
$ |
14,652 |
|
|
|
20.9 |
% |
Materials |
|
|
92,456 |
|
|
|
67,271 |
|
|
|
25,185 |
|
|
|
37.4 |
% |
Overhead |
|
|
15,102 |
|
|
|
12,436 |
|
|
|
2,666 |
|
|
|
21.4 |
% |
Depreciation |
|
|
8,327 |
|
|
|
6,869 |
|
|
|
1,458 |
|
|
|
21.2 |
% |
Total cost of goods sold |
|
$ |
200,596 |
|
|
$ |
156,635 |
|
|
$ |
43,961 |
|
|
|
28.1 |
% |
30
Gross margin increased 1.7% and 2.1% for the three and nine months ended September 30, 2025 from the comparative period of the prior year, respectively. The increase was primarily driven by operating leverage and improved operating efficiency.
Operating Expenses:
General and Administrative Expenses
General and administrative expenses and the related percentage changes for the three and nine months ended September 30, 2025 and 2024 were as follows:
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
Dollar |
|
|
Percent |
|
||||
|
|
(in thousands, except percent) |
|
|||||||||||||
Payroll |
|
$ |
8,986 |
|
|
$ |
5,270 |
|
|
$ |
3,716 |
|
|
|
70.5 |
% |
Professional fees |
|
|
5,992 |
|
|
|
2,363 |
|
|
|
3,629 |
|
|
|
153.6 |
% |
Marketing |
|
|
189 |
|
|
|
185 |
|
|
|
4 |
|
|
|
2.2 |
% |
Computers & Software |
|
|
1,015 |
|
|
|
843 |
|
|
|
172 |
|
|
|
20.4 |
% |
Share-based compensation |
|
|
— |
|
|
|
249 |
|
|
|
(249 |
) |
|
|
(100.0 |
)% |
Other |
|
|
3,814 |
|
|
|
2,277 |
|
|
|
1,537 |
|
|
|
67.5 |
% |
Total general and administrative expenses |
|
$ |
19,996 |
|
|
$ |
11,187 |
|
|
$ |
8,809 |
|
|
|
78.7 |
% |
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
Dollar |
|
|
Percent |
|
||||
|
|
(in thousands, except percent) |
|
|||||||||||||
Payroll |
|
$ |
23,413 |
|
|
$ |
15,662 |
|
|
$ |
7,751 |
|
|
|
49.5 |
% |
Professional fees |
|
|
16,526 |
|
|
|
5,499 |
|
|
|
11,027 |
|
|
|
200.5 |
% |
Marketing |
|
|
443 |
|
|
|
478 |
|
|
|
(35 |
) |
|
|
(7.3 |
)% |
Computers & Software |
|
|
3,097 |
|
|
|
1,776 |
|
|
|
1,321 |
|
|
|
74.4 |
% |
Share-based compensation |
|
|
8,084 |
|
|
|
746 |
|
|
|
7,338 |
|
|
|
983.6 |
% |
Other |
|
|
11,151 |
|
|
|
7,108 |
|
|
|
4,043 |
|
|
|
56.9 |
% |
Total general and administrative expenses |
|
$ |
62,714 |
|
|
$ |
31,269 |
|
|
$ |
31,445 |
|
|
|
100.6 |
% |
General and administrative expenses increased by $8.8 million, or 78.7%, for the three months ended September 30, 2025 compared to the prior year period, which was primarily driven by higher compensation and benefits as we strengthen our team and expand our operational capabilities to support ongoing business growth. Additionally, the increase was attributed to higher professional fees for tax, accounting, and consulting services, primarily related to operating as a public company and in connection with planned and completed acquisitions.
General and administrative expenses increased by $31.4 million, or 100.6% , for the nine months ended September 30, 2025 compared to the prior year period. In addition to the factors contributing to the three-month period, the increase was attributed to higher share-based compensation from P units and Phantom Units that fully vested in connection with the completion of the Company’s IPO in February 2025.
Depreciation and Amortization
Depreciation and amortization expense increased by $2.9 million, or 56.7%, and $4.9 million, or 28.9%, for the three and nine months ended September 30, 2025 from the comparative period of the prior year, respectively. The increase was primarily attributable to the amortization expense on a total of $52.1 million intangible assets acquired in the MTI and ISP acquisitions in the second quarter of 2025.
Interest Expense, net
Interest expense, net decreased by $2.5 million, or 20.2%, for the three months ended September 30, 2025 from the comparative period of the prior year. Both the Revolving Credit Facility and Term Note payable are variable interest rate loans with an applicable spread. The decrease was primarily driven by a lower year-over-year interest rate.
Interest expense, net decreased by $4.7 million, or 12.4%, for the nine months ended September 30, 2025 from the comparative period of the prior year. In addition to the factors contributing to the three-month period, the decrease was partially offset by the $2.5
31
million write-off of unamortized issuance costs related to the extinguishment of the TCW Term Note in the second quarter of 2025. For additional information related to debt, see Note 6, Debt, in the Notes to the Condensed Consolidated Financial Statements.
Other Income
Other income for each of the three months ended September 30, 2025 and 2024 was immaterial. Other income for the nine months ended September 30, 2025 and 2024 was $0.4 million and $1.2 million, respectively. The difference between periods was primarily attributable to the gain from a settlement of a shareholder note in the nine months ended September 30, 2024.
Provision for Income Taxes
The provision for income taxes was $4.2 million and $0.9 million for the three months ended September 30, 2025 and 2024, respectively. The provision for income taxes was $9.3 million and $1.3 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in the provision for income taxes for the three and nine months ended September 30, 2025 from the comparative periods of the prior year was attributable to discrete items, including the change in entity classification, non-deductible officers’ compensation, and interest and penalties related to prior year tax returns and uncertain tax positions. For additional information regarding provisions for taxes, see Note 13, Provision for Income Taxes, in the Notes to the Condensed Consolidated Financial Statements.
Key Financial and Non-GAAP Operating Measures
We measure our business using both key financial and operating data including key performance indicators (“KPIs”) and non-GAAP financial measures and use the following metrics to manage our business, monitor results of operations and ensure proper allocation of capital: (i) Revenue, (ii) Funded Backlog, (iii) EBITDA, (iv) Adjusted EBITDA and (v) Adjusted EBITDA Margin. We believe that these financial performance metrics represent the primary drivers of value enhancement, balancing both short and long-term indicators of increased shareholder value. These are the metrics we use to measure our results and evaluate our business and related contract performance.
Financial and Operating Data
|
|
For the three months ended September 30, |
|
|
For the Nine months ended September 30, |
|
||||||||||
(unaudited, in thousands, except percent) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue |
|
$ |
121,787 |
|
|
$ |
85,968 |
|
|
$ |
337,008 |
|
|
$ |
254,013 |
|
Funded Backlog1 |
|
$ |
758,188 |
|
|
$ |
550,603 |
|
|
$ |
758,188 |
|
|
$ |
550,603 |
|
Net income |
|
$ |
7,644 |
|
|
$ |
4,292 |
|
|
$ |
9,653 |
|
|
$ |
11,018 |
|
EBITDA2 |
|
$ |
32,833 |
|
|
$ |
25,894 |
|
|
$ |
82,376 |
|
|
$ |
74,135 |
|
Adjusted EBITDA2 |
|
$ |
37,725 |
|
|
$ |
28,065 |
|
|
$ |
103,325 |
|
|
$ |
79,785 |
|
Net income margin |
|
|
6.3 |
% |
|
|
5.0 |
% |
|
|
2.9 |
% |
|
|
4.3 |
% |
Adjusted EBITDA Margin2 |
|
|
31.0 |
% |
|
|
32.6 |
% |
|
|
30.7 |
% |
|
|
31.4 |
% |
Non-GAAP Financial Measures
We believe the non-GAAP financial measures will help investors understand our financial condition and operating results and assess our future prospects. We believe these non-GAAP financial measures, each of which is discussed in greater detail below, are important supplemental measures because they exclude unusual or non-recurring items as well as non-cash items that are unrelated to or may not be indicative of our ongoing operating results. Further, when read in conjunction with our U.S. GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying businesses and can be used by management as a tool to help make financial, operational and planning decisions. We may use non-GAAP financial metrics in certain Management
32
compensation plans, debt covenants, internal budgetary decision making, and other resource allocation decisions. Finally, these measures are often used by analysts and other interested parties to evaluate companies in our industry by providing more comparable measures that are less affected by factors such as capital structure.
We recognize that these non-GAAP financial measures have limitations, including that they may be calculated differently by other companies or may be used under different circumstances or for different purposes, thereby affecting their comparability from company to company. In order to compensate for these and the other limitations discussed below, management does not consider these measures in isolation from or as alternatives to the comparable financial measures determined in accordance with U.S. GAAP. Readers should review the reconciliations below and should not rely on any single financial measure to evaluate our business.
We define these non-GAAP financial measures as:
EBITDA refers to net income before income taxes, depreciation and amortization and interest expense.
Adjusted EBITDA refers to EBITDA plus, as applicable for each period, adjustments for certain items management believes are not indicative of ongoing operations. Adjusted EBITDA excludes non-cash share-based compensation expenses. Additionally, Adjusted EBITDA excludes certain nonrecurring costs that management excludes in contemplation of budget decisions and are not costs of operating the business, such as entity wide re-branding initiatives or acquisition integration costs, and lender and administrative agent fees associated with one-off amendments. Lastly, Adjusted EBITDA excludes other non-recurring costs including gains or losses from disposition of assets, non-cash impairment losses, non-recurring transaction expenses and other charges or gains that the Company believes are not part of the ongoing operations of its business. The resulting expense or benefit from these other non-recurring costs is inconsistent in amount and frequency.
Adjusted EBITDA Margin - Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by revenue. Adjusted EBITDA and Adjusted EBITDA Margin are not measures calculated in accordance with U.S. GAAP, and they should not be considered an alternative to any financial measures that were calculated under U.S. GAAP.
Adjusted EBITDA and Adjusted EBITDA Margin are used to facilitate a comparison of the ordinary, ongoing and customary course of our operations on a consistent basis from period to period and provide an additional understanding of factors and trends affecting our business. Adjusted EBITDA and Adjusted EBITDA Margin are driven by changes in volume, performance, contract mix and general and administrative expenses and investment levels. Performance, as used in this definition, refers to changes in profitability and is primarily based on adjustments to estimates at completion on individual contracts. These adjustments result from increases or decreases to the estimated value of the contract, the estimated costs to complete the contract, or both. These measures therefore assist management and our board and may be useful to investors in comparing our operating performance consistently over time as they remove the impact of our capital structure, asset base and items outside the control of the management team and expenses that do not relate to our core operations. Adjusted EBITDA and Adjusted EBITDA Margin may not be comparable to similarly titled non-GAAP measures used by other companies as other companies may have calculated the measures differently.
Adjusted EPS represents GAAP net income (loss) per fully diluted share, excluding transaction related expenses, integration expenses and non-recurring costs, lender and administrative agent fees and share-based compensation as they are not representative of our operating performance.
The reconciliation of GAAP to non-GAAP financial measures is provided below.
33
Reconciliation of GAAP to Non-GAAP Financial Measures:
|
|
For the three months ended September 30, |
|
|
For the nine months ended September 30, |
|
||||||||||
(unaudited, in thousands, except percent) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income |
|
$ |
7,644 |
|
|
$ |
4,292 |
|
|
$ |
9,653 |
|
|
$ |
11,018 |
|
Income tax provision |
|
|
4,217 |
|
|
|
933 |
|
|
|
9,309 |
|
|
|
1,333 |
|
Depreciation and amortization1 |
|
|
10,970 |
|
|
|
8,136 |
|
|
|
30,146 |
|
|
|
23,790 |
|
Interest expense, net |
|
|
10,002 |
|
|
|
12,533 |
|
|
|
33,268 |
|
|
|
37,994 |
|
EBITDA |
|
|
32,833 |
|
|
|
25,894 |
|
|
|
82,376 |
|
|
|
74,135 |
|
Transaction related expenses2 |
|
|
3,533 |
|
|
|
1,074 |
|
|
|
9,399 |
|
|
|
3,164 |
|
Integration expenses and non-recurring restructuring costs3 |
|
|
559 |
|
|
|
849 |
|
|
|
1,200 |
|
|
|
1,741 |
|
Lender and administrative agent fees4 |
|
|
— |
|
|
|
— |
|
|
|
1,466 |
|
|
|
— |
|
Share-based Compensation5 |
|
|
— |
|
|
|
248 |
|
|
|
8,084 |
|
|
|
745 |
|
Other non-recurring costs6 |
|
|
800 |
|
|
|
— |
|
|
|
800 |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
37,725 |
|
|
$ |
28,065 |
|
|
$ |
103,325 |
|
|
$ |
79,785 |
|
Revenue |
|
$ |
121,787 |
|
|
$ |
85,968 |
|
|
$ |
337,008 |
|
|
$ |
254,013 |
|
Net income margin |
|
|
6.3 |
% |
|
|
5.0 |
% |
|
|
2.9 |
% |
|
|
4.3 |
% |
Adjusted EBITDA Margin |
|
|
31.0 |
% |
|
|
32.6 |
% |
|
|
30.7 |
% |
|
|
31.4 |
% |
|
|
For the three months ended September 30, |
|
|
For the nine months ended September 30, |
|
||||||||||
(unaudited) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
GAAP net income per share and unit, respectively |
|
$ |
0.06 |
|
|
$ |
0.03 |
|
|
$ |
0.07 |
|
|
$ |
0.07 |
|
Transaction-related expenses2 |
|
|
0.03 |
|
|
|
0.01 |
|
|
|
0.07 |
|
|
|
0.02 |
|
Integration expenses and non-recurring restructuring costs3 |
|
|
— |
|
|
|
— |
|
|
|
0.01 |
|
|
|
0.01 |
|
Lender and administrative agent fees4 |
|
|
— |
|
|
|
— |
|
|
|
0.01 |
|
|
|
— |
|
Share-based compensation5 |
|
|
— |
|
|
|
— |
|
|
|
0.06 |
|
|
|
— |
|
Other non-recurring costs7 |
|
|
0.01 |
|
|
|
— |
|
|
|
0.03 |
|
|
|
— |
|
Adjusted EPS8 |
|
$ |
0.10 |
|
|
$ |
0.04 |
|
|
$ |
0.25 |
|
|
$ |
0.10 |
|
Although we use EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EPS 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
34
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:
Because of these limitations, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EPS 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, Adjusted EBITDA Margin and Adjusted EPS 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, Adjusted EBITDA Margin, and Adjusted EPS are not measurements of financial performance under U.S. GAAP, and they should not be considered as alternatives to net income/(loss) or cash flow from operations determined in accordance with U.S. GAAP. Our calculations of EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EPS may not be comparable to the calculations of similarly titled measures reported by other companies.
Critical Accounting Estimates
We describe our significant accounting policies in Note 1, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements presented in the Annual Report on Form 10-K for the year ended December 31, 2024. We discuss our critical accounting estimates in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in the Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes in our significant accounting policies or critical accounting estimates since the end of fiscal 2024.
Liquidity and Capital Resources
The following table summarizes our capitalization:
|
|
As of September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands except ratio) |
|
|||||
Cash and cash equivalents |
|
$ |
18,665 |
|
|
$ |
7,671 |
|
Debt: |
|
|
|
|
|
|
||
Finance lease liabilities (including current portion) |
|
|
78,648 |
|
|
|
80,895 |
|
Revolving credit facility |
|
|
30,000 |
|
|
|
20,000 |
|
Notes Payable, including current portion, net of debt issuance costs |
|
|
367,960 |
|
|
|
335,037 |
|
Total debt |
|
|
476,608 |
|
|
|
435,932 |
|
Stockholders' equity and members' equity, respectively |
|
|
369,121 |
|
|
|
194,107 |
|
Total capitalization (debt plus equity) |
|
$ |
845,729 |
|
|
$ |
630,039 |
|
Total debt to total capitalization |
|
|
1.29 |
|
|
|
2.25 |
|
Our principal historical liquidity requirements have been for organic growth, acquisitions, capital expenditures, servicing indebtedness, including finance lease liability payments, and working capital needs. We do not expect there to be substantial changes in our future capital requirements. We anticipate that over the next 12 months, we will meet our liquidity needs, including debt servicing, through cash generated from operations, available cash balances, and, if necessary, sales of accounts receivable and borrowings from our revolving credit facility. We fund our investing activities primarily from cash provided by our operating and financing activities.
35
In April, 2025, we 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 TCW Credit Agreement. This transaction resulted in the extinguishment of the aforementioned 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.
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, we are 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 our 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. The Company was in compliance with its debt covenant as of September 30, 2025.
On October 24, 2025, we entered into a second amendment to the Citi Credit Agreement (the “Credit Agreement Amendment”). The Credit Agreement Amendment provides for an incremental term loan in the aggregate original principal amount of $130,000,000 (the “Incremental Term Loan”). The proceeds of the Incremental Term Loan were used to repay outstanding revolving credit loans under the Citi Credit Agreement, the acquisition of Five Axis, and for the payment of any fees, commissions and expenses associated therewith.
We believe that our cash and cash equivalents as of September 30, 2025, together with available borrowings under the Citi Credit Agreement and expected net cash provided by operating activities will be sufficient to fund our cash requirements for at least the next twelve months. As we continue to grow our business, including by any acquisitions we may make, we may in the future require additional working capital.
Summary of Statement of Cash Flows
The following table summarizes the primary sources and uses of our cash flow:
|
|
For the nine months ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Net cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
(30,824 |
) |
|
$ |
19,087 |
|
Investing activities |
|
|
(147,919 |
) |
|
|
(41,974 |
) |
Financing activities |
|
|
185,878 |
|
|
|
25,103 |
|
Net increase in cash and cash equivalents |
|
$ |
7,135 |
|
|
$ |
2,216 |
|
Operating Activities
Net cash used in operating activities for the nine months ended September 30, 2025 was $30.8 million , primarily consisting of net income of $9.7 million, non-cash item of $40.3 million and a net change in our operating assets and liabilities of $80.8 million. Change in our operating assets and liabilities was primarily driven by an increase in contract assets of $39.8 million, a decrease in contract liabilities of $11.2 million, which was mainly due to initial and subsequent measurement of contracts with customers, changes in business volume, and progress of existing contracts. Change in our operating assets and liabilities was also driven by a decrease in accounts payable, accruals and income tax payable of $26.7 million, which was mainly driven by payment of $11.7 million acquisition-related expenses and timing of other payments.
Net cash provided by operating activities for the nine months ended September 30, 2024 was $19.1 million, primarily consisting of net income of $11.0 million, non-cash items of $18.2 million and a net change in our operating assets and liabilities of $10.1 million. Change in our operating assets and liabilities was primarily driven by an decrease in contract assets of $12.1 million, a decrease in contract liabilities of $8.9 million, which was mainly due to initial and subsequent measurement of contracts with
36
customers, changes in business volume, and progress of existing contracts. Change in our operating assets and liabilities was also driven by a decrease in accounts receivable of $3.6 million,which was due to timing of invoicing and improved collection.
Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2025 was $147.9 million, as a result of MTI and ISP acquisitions of $126.3 million in total, investment in convertible note of $6.0 million and purchase of property and equipment.
Net cash used in investing activities for the nine months ended September 30, 2024 was $42.0 million, which was principally attributable to the RMS acquisition and purchase of property and equipment.
Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2025 was $185.9 million, which was primarily driven by net proceeds from our IPO of $153.8 million, proceeds from our new Citi credit facilities of $398.5 million (net of payment of debt issuance costs), partially offset by repayment of our old TCW credit facilities of $337.1 million.
Net cash provided by financing activities for the nine months ended September 30, 2024 was $25.1 million, which was primarily driven by net proceeds from increasing our TCW Term Note by $34.0 million (net of payment of debt issuance costs), partially offset by repayment of TCW Term Note of $6.8 million.
Other Obligations and Commitments
See Note 6 through Note 8, of the Notes to the Condensed Consolidated Financial Statements for information regarding our other obligations and commitments.
Leases
We lease certain facilities and equipment under financing and operating leases that expire at various dates through 2043. See Note 7, Leases, of the Notes to the Condensed Consolidated Financial Statements for information pertaining to lease payments relating to our operating and finance lease obligations.
Under the provisions of ASC 842, the Company has both finance and operating leases. The Company has recorded both a right-of-use (“ROU”) asset for each applicable lease and an associated liability for the right to use the asset and the obligation for future lease payments. Separate ROUs and liabilities have been recorded for finance and operating leases. ROUs for both lease categories are included in lease assets on the financial statements. Liabilities for both lease categories are included in short-term lease liabilities for amounts due within one year and in noncurrent lease liabilities, net of current portion for remaining amounts due. ROU calculations include management’s assessment of the probability of exercise of lease extensions ranging from 1 to 18 years. No leases include variable lease payments.
Consolidated Lease Summary
On a consolidated basis, lease activity for the three and nine months ended September 30, 2025 and 2024 were as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Finance lease expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of ROU assets |
|
$ |
1,708 |
|
|
$ |
1,650 |
|
|
$ |
5,132 |
|
|
$ |
4,774 |
|
Interest on lease liabilities |
|
|
1,642 |
|
|
|
1,681 |
|
|
|
5,005 |
|
|
|
4,986 |
|
Operating lease expense |
|
|
557 |
|
|
|
443 |
|
|
|
1,622 |
|
|
|
1,287 |
|
Total |
|
$ |
3,907 |
|
|
$ |
3,774 |
|
|
$ |
11,759 |
|
|
$ |
11,047 |
|
37
On a consolidated basis, supplemental cash flow information for the nine months ended September 30, 2025 and 2024 were as follows:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash paid for amounts included in the measurement of lease liabilities |
|
(in thousands except percent and year) |
|
|||||
Operating cash flows from finance leases |
|
$ |
5,011 |
|
|
$ |
4,895 |
|
Financing cash flows from finance leases |
|
$ |
2,892 |
|
|
$ |
1,975 |
|
Operating cash flows from operating leases |
|
$ |
1,660 |
|
|
$ |
1,314 |
|
ROU assets obtained in exchange for new finance lease liabilities |
|
$ |
— |
|
|
$ |
5,170 |
|
ROU assets obtained in exchange for new operating lease liabilities |
|
$ |
1,342 |
|
|
$ |
489 |
|
Weighted-average remaining lease term in years for finance leases |
|
|
13.31 |
|
|
n/a |
|
|
Weighted-average remaining lease term in years for operating leases |
|
|
5.52 |
|
|
n/a |
|
|
Weighted-average discount rate for finance leases |
|
|
8.35 |
% |
|
n/a |
|
|
Weighted-average discount rate for operating leases |
|
|
9.57 |
% |
|
n/a |
|
|
Off-Balance Sheet Arrangements
As of September 30, 2025 and 2024, 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.
Recent Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies—Recent Accounting Pronouncements, of the Notes to the Condensed Consolidated Financial Statements for additional information.
JOBS Act Election
We are currently an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Interest Rate Risk
Our primary exposure to interest rate risk results from outstanding borrowings under the Revolving Credit Facility and Term Note, both of which have a floating interest rate component. We estimate that a 1% increase in interest rates for the nine months ended September 30, 2025 and 2024 would have resulted in approximately a $2.8 million and $2.4 million increase in interest expense, respectively.
We had cash of $18.7 million and $11.5 million as of September 30, 2025 and December 31, 2024, respectively, which is held for working capital and general corporate purposes. We do not have significant amount of cash equivalents or restricted cash and we do not enter into investments for trading or speculative purposes. Our cash holdings in interest bearing accounts are exposed to market risk due to fluctuations in interest rates, which may affect our interest income.
We will continue to monitor market risk due to fluctuations in interest rates and potential impacts to the fair value of our holdings and operating cash flows.
Inflation Risk
We have generally experienced increases in our costs of labor, materials and services consistent with overall rates of inflation, but we do not believe that inflation has had a material effect on our business, results of operations, or financial condition. We expect the impact of such increases will be mitigated by efforts to lower costs through manufacturing efficiencies, look for alternative sourcing and reevaluate pricing, as we did in the prior periods. However, continued cost inflation and supply chain disruptions during
38
2025 may continue to require similar efforts to mitigate the impact of continued cost inflation and supply chain disruptions on our results of operations. Our inability or failure to offset cost increases could adversely affect our business, results of operations, or financial condition.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls
Our principal executive officer and principal financial officer evaluated the effectiveness of our “disclosure controls and procedures” as of September 30, 2025, the end of the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, due to the material weaknesses in internal control over financial reporting described below, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are not effective at a reasonable assurance level as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is accumulated and communicated to a company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Material Weaknesses
As previously reported in our Form 10-K for the year ended December 31, 2024, the following entity-level material weaknesses have been identified:
The entity-level material weaknesses contributed to other material weaknesses within our system of internal control over financial reporting as follows:
We remain committed to addressing the material weaknesses and strengthening our overall control environment. In collaboration with a leading consulting firm, we have begun evaluating these weaknesses and developing a comprehensive remediation plan. The elements of our remediation plan are expected to accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Until the remediation plan is implemented, tested and deemed effective, we cannot assure that our actions will adequately remediate the material weaknesses or that additional material weaknesses in our internal controls will not be identified in the future. If we are unable to remediate the material weaknesses, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the Securities and Exchange Commission could be adversely affected and could reduce the market’s confidence in our financial statements and harm our stock price. While we will work to remediate the material weaknesses as quickly and efficiently as possible,
39
we cannot at this time provide an expected timeline in connection with any remediation plan. These remediation measures may be time consuming and costly and might place significant demands on our financial and operational resources.
40
Karman Holdings Inc.
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
We are subject to various claims and legal actions that arise in the ordinary course of our business, including claims resulting from employment-related matters. We do not believe that the ultimate resolution of any existing claim would have a material effect on our business, financial condition, results of operations or cash flows.
However, a significant increase in the number of these claims or an increase in amounts owing under successful claims could materially and adversely affect our business, financial condition, results of operations, or cash flows.
ITEM 1A. RISK FACTORS
We have described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 risks and uncertainties that could cause our actual results of operations and financial condition to vary materially from past, or from anticipated future, results of operations and financial condition. These risks and uncertainties are not the only risks facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business, financial condition, results of operations or the market price of our common stock. There have been no material changes to the risk factors previously described in our 2024 Annual Report on Form 10-K.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
ITEM 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Set forth below is certain information regarding Rule 10b5-1 trading plans adopted by our directors and officers (as defined in Rule 16-a-1(f)) under the Exchange Act) during the quarter ended September 30, 2025. The adoption of this trading plan occurred during an open insider trading window and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
Name and Title |
|
Type of Action |
|
Date of Adoption/Termination |
|
Expiration Date |
|
Aggregate Number of Securities to Be Sold Under the Plan |
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
41
ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the condensed consolidated financial statements or the notes thereto.
(b) Exhibits
The following documents are included as exhibits to this report.
Exhibit No. |
|
Title of Document |
2.1 |
|
Plan of Conversion of TCFIII Spaceco Holdings LLC (d/b/a Karman Space and Defense, LLC) (Incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 10, 2025) |
3.1 |
|
Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 10, 2025) |
3.2 |
|
Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 10, 2025) |
4.1 |
|
Stockholder Rights Agreement among Karman Holdings Inc. and certain investors (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on February 19, 2025) |
4.2 |
|
Registration Rights Agreement among Karman Holdings Inc. and certain investors (Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed with the SEC on February 19, 2025) |
10.1+ |
|
Karman Holdings, Inc. 2025 Stock Incentive Plan (Incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on February 13, 2025) |
10.2 |
|
Credit Agreement, dated as of April 1, 2025, by and among Karman, the lenders from time to time party thereto and Citibank, N.A., as the administrative agent for the lenders (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 7, 2025) |
10.3 |
|
First Amendment to Credit Agreement, dated as of May 27, 2025, by and among the Company, CitiBank, N.A. and the parties thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 2, 2025) |
10.4 |
|
Second Amendment to Credit Agreement, dated as of October 24, 2025, by and among the Company, CitiBank, N.A. and the parties thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on October 30, 2025) |
31.1* |
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1* |
|
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 |
32.2* |
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 |
101.INS |
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104* |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
+ Management contract or compensatory plan or arrangement.
42
SIGNATURES
Pursuant to the requirements the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
KARMAN HOLDINGS INC. |
|
|
|
|
By: |
/s/ Mike Willis |
|
|
Mike Willis |
Date: November 6, 2025 |
|
Chief Financial Officer (Principal Financial and Principal Accounting Officer) |
|
|
|
Date: November 6, 2025 |
By: |
/s/ Tony Koblinski |
|
|
Tony Koblinski |
|
|
Chief Executive Officer (Principal Executive Officer) |
43
FAQ
What were KRMN’s Q3 2025 revenue and net income?
How much revenue has KRMN generated year to date in 2025?
What acquisitions did KRMN complete in 2025 and for how much?
How were the acquisitions financed and what is KRMN’s debt?
What are KRMN’s remaining performance obligations (RPO)?
What was operating cash flow for the nine months ended Sept. 30, 2025?
How many KRMN shares were outstanding at October 30, 2025?
