Karman Holdings Inc.
For the period ended Apr 29, 2026. Filed Apr 8, 2026.
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Apr 29, 2026 · Filed Apr 8, 2026
Contents
Appendix AA-1
Appendix A
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 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/Adjusted EBITDA - We define EBITDA as our net income before income taxes, depreciation and amortization and interest expense. Adjusted EBITDA refers to EBITDA plus, as applicable for each period any 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. Adjusted EBITDA excludes the costs associated with lender and administrative agent fees associated with discrete amendments, as these are not directly related to the operations of the business and are non-recurring. Lastly, management excludes other non-recurring costs, including gains or losses from disposition of assets, non-cash impairment losses, and non-recurring transaction related expenses.
Adjusted EBITDA is 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 is 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 may not be comparable to similarly titled non-GAAP measures used by other companies as other companies may have calculated the measures differently. The reconciliation of EBITDA and Adjusted EBITDA to net income is provided below:
Karman Holdings Inc. A-1 2026 Proxy Statement
EBITDA and Adjusted EBITDA Reconciliation:
| Net income | $17,366 |
| Income tax provision | 15,156 |
| Depreciation and amortization(1) | 42,737 |
| Interest expense, net | 44,567 |
| EBITDA | 119,826 |
| Transaction related expenses(2) | 12,741 |
| Integration expenses and non-recurring restructuring costs(3) | 2,279 |
| Lender and administrative agent fees(4) | 1,572 |
| Share-based Compensation(5) | 8,084 |
| Other non-recurring costs(6) | 800 |
| Adjusted EBITDA | $145,302 |
| (1) | Depreciation and amortization expense includes $11.3 million of allocated depreciation and amortization from cost of goods sold for the year ended December 31, 2025. |
| (2) | Represents legal and due diligence fees incurred in connection with planned and completed acquisitions, which are required to be expensed as incurred. Additionally, the Company incurred certain professional service fees related to its IPO that did not meet the requirements to be deferred issuance costs, these costs are considered non-recurring and outside the ordinary course of business, and therefore are not indicative of ongoing operating performance. |
| (3) | Includes company-wide system implementation expenses and Company re-branding costs and compliance efforts. This category also includes post-acquisition integration costs, and employee expenses related to acquisitions or restructuring activities. |
| (4) | Reflects non-recurring lender fees associated with discrete amendments to the Company’s credit agreement, separate from ongoing administrative fees and are not indicative of ongoing business operations. |
| (5) | Reflects share-based compensation expenses associated with the Company’s P Units and Phantom Units. These Units were fully vested in connection with the completion of the Company’s IPO in February 2025. |
| (6) | Other non-recurring costs for the year ended December 31, 2025 include estimated legal settlements and related professional fees that are non-recurring and do not reflect ongoing business operations. |
Although we use EBITDA and Adjusted EBITDA as measures to assess the performance of our business and for the other purposes set forth above, the use of non-GAAP financial measures as analytical tools has limitations, and you should not consider any of them in isolation, or as a substitute for analysis of our results of operations as reported in accordance with U.S. GAAP. Some of these limitations are:
| • | EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements, necessary to service interest payments on our indebtedness; |
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| • | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and the cash requirements for such replacements are not reflected in EBITDA and Adjusted EBITDA; |
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| • | EBITDA and Adjusted EBITDA exclude the cash expense we have incurred to integrate acquired businesses into our operations, which is a necessary element of certain of our acquisitions; |
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| • | the omission of the substantial amortization expense associated with our intangible assets further limits the usefulness of EBITDA and Adjusted EBITDA; and |
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| • | EBITDA and Adjusted EBITDA do not include the payment of taxes, which is a necessary element of our operations. |
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Karman Holdings Inc. A-2 2026 Proxy Statement
Because of these limitations, EBITDA and Adjusted EBITDA 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 and Adjusted EBITDA in isolation and specifically by using other U.S. GAAP measures, such as net sales and operating profit, to measure our operating performance. EBITDA and Adjusted EBITDA 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 and Adjusted EBITDA may not be comparable to the calculations of similarly titled measures reported by other companies.
Karman Holdings Inc. A-3 2026 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.