Long-Term Debt |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Long-Term Debt | 7. Long-Term Debt On September 29, 2023, the Company entered into a Credit Agreement with a lender that provided a Senior Secured Delayed Draw Term Loan Facility (as amended, the “Term Loan 2024”) in an aggregate principal amount of up to $60,000 and matures on September 29, 2028. Borrowings are made available in up to three tranches, the first of which is available upon closing of the agreement, which included committed equity funding of at least $75,000, and two follow on tranches of $7,500 which became available before November 1, 2024, and February 1, 2025, dependent upon achievement of revenue milestones of trailing twelve-month revenues of $50,000 and $70,000, respectively. The Term Loan 2024 bears interest equal to the sum of plus 7.25% for each interest period which is measured monthly and is payable on the last day of each fiscal quarter. Through March 31, 2025, the Company had the ability to pay-in-kind up to 2% of the payable interest. The Term Loan 2024 requires a minimum level of cash of $3,000 and certain revenue thresholds based upon trailing twelve-month revenue results. The revenue covenant began to be measured on April 30, 2024. On September 29, 2023, the Company drew an initial $45,000. In connection with the first draw, the Company incurred a 1% facility fee of the total available loan amount of $60,000 upon the draw of the first tranche of $600 and legal fees of $1,753 for both the Company and the lender. The Company recognized the facility fee and legal fees as a discount of $1,765 to the Term Loan 2024 for the initial draw on the loan, and $588 as an Other long-term asset, for the remainder available to draw. Each of these will be amortized as interest expense over the term of the loan on a straight-line basis. As of October 31, 2024, the Company determined that the revenue milestone related to the second tranche was not met and the third tranche was not probable of being achieved. As a result, the Company expensed the asset related to debt issuance costs and facility fees in the amount of $462. In conjunction with the draw of the first tranche, West Affum LP issued a warrant to the lender to purchase up to 256,410 shares of West Affum LP’s common units at an exercise price of $17.55 per share. The fair value of the warrant was $1,632 and was recognized as a debt discount and as a capital contribution, and the debt discount is amortized over the term of the loan to interest expense. On February 25, 2025, the Company amended the Term Loan 2024 facility to adjust the revenue milestones applicable to the debt covenants therein and amend the ability to draw additional loans under the third tranche to allow for the ability to draw an additional $15,000 through July 31, 2026 upon the achievement of revenue of at least $60,000 for any consecutive month period prior to the third tranche borrowing date. In connection with the IPO, the warrant issued to the lender on September 29, 2023 was cancelled and exchanged for a new warrant (the “2033 Warrant”) to purchase up to 325,847 Common Shares of Kestra Medical Technologies, Ltd. with an exercise price of $11.54. The 2033 Warrant expires on September 29, 2033. The 2033 Warrant is classified as a liability and is recorded as a discount to the Term Loan 2024. Upon the funding of additional amounts under the third tranche of Term Loan 2024, the Company would issue additional warrants to the lender exercisable for Common Shares with a value equal to 10% of the amount funded. On September 4, 2025, the lender fully exercised the 2033 Warrant to purchase Common Shares on a cashless basis, resulting in the issuance of 100,397 Common Shares and the cancellation of the 2033 Warrant. On July 10, 2026, the Company entered into a loan agreement (the "2026 Term Loan”) with BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP (each, a “Lender”) and BioPharma Credit PLC, as collateral agent. The loan agreement provides for a five-year senior secured term loan facility of up to $200,000, divided into four tranches: (i) a committed Tranche A Loan in an aggregate principal amount of $75,000 (the “Tranche A Loan”) which was funded on July 10, 2026 (the “Tranche A Closing Date”); (ii) a committed Tranche B Loan in an aggregate principal of $25,000 (the “Tranche B Loan”) which may be requested, subject to certain limited conditions, at the Company's option through July 31, 2027; (iii) a committed Tranche C Loan in an aggregate principal amount of $50,000 (the “Tranche C Loan”) which is available to the Company upon reaching a trailing twelve-month revenue of $150,000 and which may be requested on or prior to June 30, 2028 and (iv) an uncommitted Tranche D Loan for acquisitions at the Company's option in aggregate principal amount of $50,000 (the “Tranche D Loan” and collectively with the Tranche A Loan, the Tranche B Loan, and the Tranche C Loan, the “Term Loans”), subject to certain limited conditions and upon approval of the Lenders, on such date mutually agreed upon between the Lenders and the Company. The Company’s net proceeds from the Tranche A Loan were approximately $20,000, after deducting estimated debt issuance costs, fees and expenses, and repaying the Company's obligations under Term Loan 2024 on July 10, 2026. The remaining proceeds will be used to fund the Company’s general corporate and working capital requirements. The Term Loans mature on July 10, 2031 (the “Maturity Date”). The Term Loans bear interest at a variable rate per annum equal to a 5.50% plus three-month Secured Overnight Financing Rate (“SOFR”) with a SOFR floor of 3.25%. Interest is due and payable on the last day of each quarter, with payment beginning in the calendar quarter immediately following July 10, 2026. The Loan Agreement requires the Company to pay an amount equal to 1.75% of the Lenders’ total committed amount to fund the Term Loans, payable with respect to each Term Loan on the funding date of such Term Loan. The Term Loans provide for 48 months of interest-only payments and amortize in four equal quarterly installments beginning in the second fiscal quarter of 2030 and continuing through the Maturity Date. The Term Loans may be voluntarily prepaid in whole (but not in part), and are subject to make-whole, prepayment premium and exit fees, and must be prepaid upon a Change in Control (as defined in the Loan Agreement). The Company is required to maintain a minimum liquidity of at least $20,000 in cash and cash equivalents at all times. The Company’s long-term debt consisted of the following at:
The Company recognized interest expenses related to the Term Loan 2024 and 2026 Term Loan as follows:
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