Debt
The components of debt outstanding at December 28, 2025 and December 29, 2024 are as follows:
| | | | | | | | | | | |
| Short-term financing | December 28, 2025 | | December 29, 2024 |
| | | |
| Revolver | $ | 195,460 | | | $ | 30,171 | |
Unamortized debt issuance costs | (11,058) | | | (2,502) | |
Total short-term financing, net of unamortized debt issuance costs | 184,402 | | | 27,669 | |
| Long-term debt | | | |
| VIE Financing | 33,534 | | | 34,671 | |
Tool financing loans | 7,142 | | | 7,253 | |
Unamortized debt issuance costs | (1,797) | | | (2,147) | |
| Total long-term debt, including current maturities | 38,879 | | | 39,777 | |
| Less: Current portion of long-term debt | (5,940) | | | (5,073) | |
| Total long-term debt, excluding current portion | $ | 32,939 | | | $ | 34,704 | |
Revolver
On December 28, 2022, the Company entered into a Loan and Security Agreement with Siena, which was initially modified on November 19, 2024 upon execution of an Amended and Restated Loan and Security Agreement. On June 30, 2025, this lending arrangement was further modified in advance of the acquisition of Fab 25 when the Company entered into an Amended Loan Agreement with Siena as agent and the other lenders party thereto, which replaced the prior Loan and Security Agreement. The Amended Loan Agreement provides for a revolving line of credit with a borrowing limit of up to $350,000 with a scheduled maturity date of June 30, 2030 (the “Revolver”). Due to a lockbox clause in the Amended Loan Agreement, the outstanding loan balance is required to be serviced with working capital, and the debt is classified as current on the consolidated balance sheets.
Under the Amended Loan Agreement, the Company may be required to prepay the unpaid principal balance of the loans following specified prepayment events in the amount of 100% of the net proceeds received by the Company or any borrower with respect to such prepayment event. Borrowing under the Revolver is limited by a borrowing base of specified advance rates applicable to billed accounts receivable, unbilled accounts receivable, inventory and equipment, subject to various conditions and limits as provided in the Amended Loan Agreement.
The outstanding balance of the Revolver was $195,460 as of December 28, 2025 at an interest rate of 8.2%. The remaining availability under the Revolver was $55,679 as of December 28, 2025. As of December 28, 2025, the Company was in compliance with applicable financial covenants of the Revolver.
VIE Financing
On September 30, 2020, Oxbow Realty, the Company’s consolidated VIE entered into a loan agreement for $39,000 (the “VIE Financing”) to finance the acquisition of the building and land of the SkyWater Minnesota facility (see Note 14 – Related Party Transactions and Note 16 – Variable Interest Entity). The VIE Financing is repayable in equal monthly installments of $194 over 10 years, with the remaining balance payable at the maturity date of October 6, 2030. The interest rate under the VIE Financing is fixed at 3.44%. The VIE Financing is guaranteed by Oxbow Industries, who is also the sole equity holder of Oxbow Realty. The VIE financing is not subject to financial debt default covenants.
The terms of the VIE Financing include provisions that grant the lender several protective rights when certain triggering events defined in the loan agreement occur, including events tied to SkyWater’s occupancy of the SkyWater Minnesota facility and SkyWater’s financial performance. The occurrence of a triggering event does not represent a default event as per the loan agreement, nor does it result in the VIE Financing becoming callable, rather the protective rights become enforceable by the lender. No triggering events as defined in the loan agreement existed as of December 28, 2025 or December 29, 2024.
The VIE Financing is secured by a security interest in the land and building which was the subject of the sale-leaseback transaction (see Note 14 – Related Party Transactions). During fiscal year ended January 3, 2021, the Company and Oxbow Realty, the Company’s VIE, incurred third-party transaction costs of $3,487 and $65, respectively, which have been capitalized as debt issuance costs, presented as a reduction of the outstanding loan balance, and are being amortized as additional interest expense over the remaining maturity of the VIE Financing.
Tool Financing Loans
The Company, from time to time, enters into financing arrangements with equipment lenders to finance the purchase of tools that may, or may not, result in equipment lenders advancing payments to fund the acquisition, installation and qualification of tools. Tool financing advance payments represent proceeds received from equipment lenders prior to the Company receiving tools and placing them into service. When tools are received and placed into service, the Company executes sales agreements to transfer ownership of the tools to the equipment lender and concurrently enters into debt agreements to repay the equipment lender the acquisition cost of the tool over a period of time - typically three years. The sales agreements include bargain purchase options at the end of the lease terms, which the Company intends to exercise; accordingly, these transactions represent failed sale leasebacks with the associated tools recorded in property and equipment, net and the proceeds received, net of scheduled repayments of the financings, recorded as long-term debt on the Company’s consolidated balance sheets. Advance payments received from the equipment lender before the sale and financing agreements are executed are recorded as short-term financing on the Company’s consolidated balance sheets.
For the fiscal years ended December 28, 2025, and December 29, 2024, borrowing under these arrangements totaled $7,142, and $7,253, respectively. Additionally, there were no advance payments outstanding as of December 28, 2025 and December 29, 2024 for tools not yet placed into service.
Maturities
Future principal payments as of December 28, 2025 of the Company’s long-term debt, excluding unamortized debt issuance costs, are as follows:
| | | | | |
Fiscal Year | Future Principal Payments |
| |
| 2026 | $ | 5,940 | |
| 2027 | 2,853 | |
| 2028 | 1,999 | |
| 2029 | 1,307 | |
| 2030 | 28,577 | |
| Thereafter | — | |
| Total | $ | 40,676 | |