UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

______________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~July 4, 2021~~April 3, 2022


¨			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: 001-40345

______________________

SkyWater Technology, Inc.

(Exact name of registrant as specified in its charter)

______________________


Delaware			37-1839853
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2401 East 86th Street, Bloomington, Minnesota 55425

(Address of registrant’s principal executive offices and zip code)

Registrant’s telephone number, including area code: (952) 851-5200

______________________

Securities registered under Section 12(b) of the Exchange Act:

Title of Each Class

Trading
Symbol

Name of Each Exchange
on Which Registered

Common stock, par value $0.01 per share

SKYT

The Nasdaq Stock Market LLC

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. ¨x Yes x¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions 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

Non-accelerated filer

Smaller reporting company

x¨

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 17(a)(2)(B) of the Securities Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

On ~~August 2, 2021,~~May 13, 2022, the number of shares of common stock, $0.01 par value, outstanding was ~~39,059,743.~~40,310,292.

Table of Contents

SkyWater Technology, Inc.

TABLE OF CONTENTS


		Page No.

Forward-Looking Statements		3

~~Explanatory Note~~		5

PART I. FINANCIAL INFORMATION		64

Item 1.	Condensed Financial Statements (unaudited)	64

	Condensed Consolidated Balance Sheets	64

	Condensed Consolidated Statements of Operations	75

	Condensed Consolidated Statements of Shareholders’ Equity (Deficit)	86

	Condensed Consolidated Statements of Cash Flows	107

	Notes to Condensed Consolidated Financial Statements	129

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2926

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4136

Item 4.	Controls and Procedures	4136

PART II. OTHER INFORMATION		4237

Item 1.	Legal Proceedings	4237

Item 1A.	Risk Factors	4237

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4237

Item 3.	Defaults Upon Senior Securities	4338

Item 4.	Mine Safety Disclosures	4338

Item 5.	Other Information	4338

Item 6.	Exhibits	4338

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q, including, without limitation, our expectations regarding our business, results of operations, financial condition and prospects, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “may,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “seek,” “potential,” “believe,” “will,” “could,” “should,” “would” and “project” or the negative thereof or variations thereon or similar words or expressions that convey the uncertainty of future events or outcomes are generally intended to identify forward-looking statements.

Our forward-looking statements are subject to a number of risks, uncertainties and assumptions. Key factors that may affect our results include, among others, the following:

•our goals and strategies;

•our future business development, financial condition and results of operations;

•our ability to continue operating our sole semiconductor foundry at full capacity;

•our ability to appropriately respond to changing technologies on a timely and cost-effective basis;

•our customer relationships and our ability to retain and expand our customer relationships;

•our ability to accurately predict our future revenues for the purpose of appropriately budgeting and adjusting our expenses;

•our expectations regarding dependence on our largest customers;

•our ability to diversify our customer base and develop relationships in new markets;

•the performance and reliability of our third-party suppliers and manufacturers;

•our ability to procure tools, materials, and chemicals amid industry-wide supply chain shortages;

•our ability to control costs, including our operating and capital expenses;

•the size and growth potential of the markets for our solutions, and our ability to serve and expand our presence in those markets;

•the level of demand in our customers’ end markets;

•our ability to attract, train and retain key qualified ~~personnel;~~personnel in a competitive labor market;

•adverse litigation judgments, settlements or other litigation-related costs;

•changes in trade policies, including the imposition of tariffs;

•our ability to raise additional capital or financing;

•our ability to accurately forecast demand;

•the impact of the coronavirus 2019, or COVID-19, pandemic on our business, results of operations and financial ~~condition;~~condition and our customers, suppliers and workforce;

•the impact of the COVID-19 pandemic on the global economy;

•the level and timing of US government program funding;

•our ability to maintain compliance with certain US government contracting requirements;

•regulatory developments in the United States and foreign countries;

•our ability to protect our intellectual property rights; and

•other factors disclosed in the section entitled “Risk Factors” and elsewhere in our ~~IPO prospectus filed with the Securities and Exchange Commission on April 22, 2021 and in this Quarterly~~Annual Report on Form ~~10-Q.~~10-K for the year ended January 2, 2022.

Moreover, our business, results of operations, financial condition and prospects may be affected by new risks that could emerge from time to time. In light of these risks, uncertainties and assumptions, the forward-looking events and outcomes discussed in this Quarterly Report on Form 10-Q may not occur and our actual results could differ materially and adversely from those expressed or implied in our forward-looking statements. No forward-looking statement is a guarantee of future performance. You should not rely on forward-looking statements as predictions of future events or outcomes. Although we believe that the expectations reflected in the forward-looking statements are reasonable, the results, levels of activity, performance or events and circumstances reflected in the forward-looking statements may not be achieved or occur.

~~Table of Contents~~

The forward-looking statements in this Quarterly Report on Form 10-Q represent our views only as of the date hereof. We anticipate that subsequent events and developments will cause our views to change. However, we undertake no obligation to update publicly any forward-looking statements to conform such statements to changes in our expectations or to our actual results, or for any other reason, except as required by law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date hereof.

~~Table of Contents~~

~~EXPLANATORY NOTE~~

On April 14, 2021, CMI Acquisition, LLC, a Delaware limited liability company, converted into SkyWater Technology, Inc., a Delaware corporation, as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Corporate Conversion and Initial Public Offering.” We refer to this transaction herein as the “corporate conversion.” As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to the “Company,” “SkyWater,” “we,” “us,” or “our” refer to CMI Acquisition, LLC, a Delaware limited liability company, and its subsidiaries for periods beginning as of March 1, 2017 and ending immediately before the completion of our corporate conversion and to SkyWater Technology, Inc., a Delaware corporation and its subsidiaries for periods beginning with the completion of our corporate conversion and thereafter. In the corporate conversion, 18,000,000 Class B preferred units of CMI Acquisition, LLC converted into 27,995,400 shares of common stock of SkyWater Technology, Inc. using an approximate one-to-1.56 conversion ratio and 2,105,936 common units of CMI Acquisition, LLC converted into 3,060,343 shares of common stock of SkyWater Technology, Inc. using an approximate one-to-1.45 conversion ratio.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

SKYWATER TECHNOLOGY, INC.

Condensed Consolidated Balance Sheets

(Unaudited)


		July 4, 2021		January 3, 2021			April 3, 2022		January 2, 2022

		(in thousands, except share and unit data)					(in thousands, except share data)
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	64,603	$	7,436	Cash and cash equivalents	$	6,435	$	12,917
Accounts receivable, net	Accounts receivable, net	33,396		29,995		Accounts receivable, net	47,698		39,381
Inventories	Inventories	29,167		27,169		Inventories	13,113		17,500
Prepaid expenses and other current assets	Prepaid expenses and other current assets	3,597		11,972		Prepaid expenses and other current assets	6,417		3,854
Income tax receivable						Income tax receivable	744		745
Total current assets	Total current assets	130,763		76,572		Total current assets	74,407		74,397
Property and equipment, net	Property and equipment, net	179,441		178,078		Property and equipment, net	187,364		180,475
Intangible assets, net	Intangible assets, net	4,029		4,561		Intangible assets, net	5,494		3,891
Other assets	Other assets	4,518		3,998		Other assets	4,411		4,835
Total assets	Total assets	$	318,751	$	263,209	Total assets	$	271,676	$	263,598
Liabilities and Members’ Equity (Deficit)
Liabilities and Shareholders’ Equity						Liabilities and Shareholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Current portion of long-term debt	Current portion of long-term debt	$	1,006	$	2,772	Current portion of long-term debt	$	1,030	$	1,021
Accounts payable	Accounts payable	15,880		16,792		Accounts payable	6,014		7,637
Accrued expenses	Accrued expenses	20,733		25,496		Accrued expenses	24,082		17,483
Income taxes payable		539		1,710

Current portion of contingent consideration	Current portion of contingent consideration	3,900		8,904		Current portion of contingent consideration	816		816
Deferred revenue - current	Deferred revenue - current	24,919		30,653		Deferred revenue - current	23,273		20,808
Total current liabilities	Total current liabilities	66,977		86,327		Total current liabilities	55,215		47,765
Long-term liabilities:	Long-term liabilities:					Long-term liabilities:
Long-term debt, less current portion and unamortized debt issuance costs	Long-term debt, less current portion and unamortized debt issuance costs	65,348		69,828		Long-term debt, less current portion and unamortized debt issuance costs	67,727		58,428
Contingent consideration, less current portion		0		1,996

Long-term incentive plan	Long-term incentive plan	3,648		3,185		Long-term incentive plan	4,249		4,039
Deferred revenue - long-term	Deferred revenue - long-term	84,438		95,399		Deferred revenue - long-term	82,944		88,094
Deferred income tax liability, net	Deferred income tax liability, net	2,866		8,058		Deferred income tax liability, net	798		995
Other long-term liabilities						Other long-term liabilities	13,234		4,350
Total long-term liabilities	Total long-term liabilities	156,300		178,466		Total long-term liabilities	168,952		155,906
Total liabilities	Total liabilities	223,277		264,793		Total liabilities	224,167		203,671
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
Shareholders’ equity (deficit):
Preferred stock, $0.01 par value per share (80,000,000 and 0 shares authorized; 0 issued and outstanding)		0		0
Common stock, $0.01 par value per share (200,000,000 and 0 shares authorized; 39,059,743 and 0 shares issued and outstanding)		391		0
Shareholders’ equity:						Shareholders’ equity:
Preferred stock, $0.01 par value per share (80,000,000 shares authorized; zero issued and outstanding)						Preferred stock, $0.01 par value per share (80,000,000 shares authorized; zero issued and outstanding)	—		—
Common stock, $0.01 par value per share (200,000,000 shares authorized; 39,904,690 and 39,836,038 shares issued and outstanding)						Common stock, $0.01 par value per share (200,000,000 shares authorized; 39,904,690 and 39,836,038 shares issued and outstanding)	399		398
Additional paid-in capital	Additional paid-in capital	110,082		0		Additional paid-in capital	118,873		115,208
Class A preferred units (0 and 2,000,000 units authorized; 0 issued and outstanding)		0		0
Class B preferred units (0 and 18,000,000 units authorized; 0 and 18,000,000 units issued and outstanding)		0		0
Common units (0 and 5,000,000 units authorized; 0 and 3,057,344 units issued; 0 and 2,107,452 outstanding)		0		3,767
Accumulated deficit	Accumulated deficit	(13,573)		(3,783)		Accumulated deficit	(71,085)		(54,479)
Total shareholders’ equity (deficit), SkyWater Technology, Inc.		96,900		(16)
Total shareholders’ equity, SkyWater Technology, Inc.						Total shareholders’ equity, SkyWater Technology, Inc.	48,187		61,127
Non-controlling interests	Non-controlling interests	(1,426)		(1,568)		Non-controlling interests	(678)		(1,200)
Total shareholders’ equity (deficit)		95,474		(1,584)
Total shareholders’ equity						Total shareholders’ equity	47,509		59,927
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	318,751	$	263,209	Total liabilities and shareholders’ equity	$	271,676	$	263,598

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

SKYWATER TECHNOLOGY, INC.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended
	April 3, 2022		April 4, 2021

	(in thousands, except share, unit and per share and unit data)
Revenue	$	48,121	$	48,101
Cost of revenue	49,061		38,935
Gross profit (loss)	(940)		9,166
Research and development	2,282		1,927
Selling, general and administrative expenses	11,690		8,603
Change in fair value of contingent consideration	—		56
Operating loss	(14,912)		(1,420)
Other income (expense):

Interest expense	(1,029)		(1,058)
Total other expense	(1,029)		(1,058)
Loss before income taxes	(15,941)		(2,478)
Income tax expense (benefit)	(194)		(425)
Net loss	(15,747)		(2,053)
Less: net income attributable to non-controlling interests	859		758
Net loss attributable to SkyWater Technology, Inc.	$	(16,606)	$	(2,811)
Net loss per share attributable to common shareholders, basic and diluted:	$	(0.42)	$	(1.04)
Weighted average shares used in computing net loss per common share, basic and diluted:	39,861,688		3,060,343

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SKYWATER TECHNOLOGY, INC.

Condensed Consolidated Statements of Shareholders’ Equity (Deficit)

For the Three Months Ended April 3, 2022 and April 4, 2021

(dollars, units and shares in thousands)

(Unaudited)


	Class A Units			Class B Units			Common Units			Preferred Stock			Common Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Total Shareholders’ Equity (Deficit), SkyWater Technology, Inc.		Non-controlling Interests		Total Shareholders’ Equity (Deficit)
	Units	Amount		Units	Amount		Units	Amount		Shares	Amount		Shares	Amount
Balance at January 3, 2021	—	$	—	18,000	$	—	2,108	$	3,767	—	$	—	—	$	—	$	—	$	(3,783)	$	(16)	$	(1,568)	$	(1,584)
Unit-based compensation	—	—		—	—		—	5		—	—		—	—		—		—		5		—		5
Other	—	—		—	—		(2)	—		—	—		—	—		—		—		—				—
Distribution to VIE member	—	—		—	—		—	—		—	—		—	—		—		—		—		(981)		(981)
Net income (loss)	—	—		—	—		—	—		—	—		—	—		—		(2,811)		(2,811)		758		(2,053)
Balance at April 4, 2021	—	$	—	18,000	$	—	2,106	$	3,772	—	$	—	—	$	—	$	—	$	(6,594)	$	(2,822)	$	(1,791)	$	(4,613)

Balance at January 2, 2022	—	$	—	—	$	—	—	$	—	—	$	—	39,836	$	398	$	115,208	$	(54,479)	$	61,127	$	(1,200)	$	59,927

Issuance of common stock pursuant to equity compensation plans	—	��		—	—		—	—		—	—		69	1		658		—		659		—		659
Stock-based compensation	—	—		—	—		—	—		—	—		—	—		3,007		—		3,007		—		3,007
Distribution to VIE member	—	—		—	—		—	—		—	—		—	—		—		—		—		(337)		(337)
Net income (loss)	—	—		—	—		—	—		—	—		—	—		—		(16,606)		(16,606)		859		(15,747)
Balance at April 3, 2022	—	$	—	—	$	—	—	$	—	—	$	—	39,905	$	399	$	118,873	$	(71,085)	$	48,187	$	(678)	$	47,509

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SKYWATER TECHNOLOGY, INC.

Condensed Consolidated Statements of ~~Operations~~Cash Flows

(Unaudited)

Three Months Ended Six Months Ended
July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020
(in thousands, except share, unit and per share and unit data)
Net sales $ 41,189 $ 30,759 $ 89,290 $ 67,663
Cost of sales 39,377 25,297 78,312 55,777
Gross profit 1,812 5,462 10,978 11,886
Research and development 3,339 786 5,266 1,448
Selling, general and administrative expenses 15,415 6,921 24,018 12,554
Change in fair value of contingent consideration (942) 712 (886) 1,553
Operating loss (16,000) (2,957) (17,420) (3,669)
Other income (expense):
Paycheck Protection Program loan forgiveness 6,453 0 6,453 0
Change in fair value of warrant liability 0 (99) 0 (240)
Interest expense (912) (1,322) (1,970) (2,784)
Total other expense 5,541 (1,421) 4,483 (3,024)
Loss before income taxes (10,459) (4,378) (12,937) (6,693)
Income tax (benefit) expense (4,237) 915 (4,662) (28)
Net loss (6,222) (5,293) (8,275) (6,665)
Less: net income attributable to non-controlling interests 757 0 1,515 0
Net loss attributable to SkyWater Technology, Inc. $ (6,979) $ (5,293) $ (9,790) $ (6,665)
Net loss per share attributable to common shareholders, basic and diluted: $ (0.20) $ (0.54)
Net loss per unit attributable to Class B preferred unitholders, basic and diluted: $ (0.29) $ (0.37)
Weighted average shares used in computing net loss per common share, basic and diluted: 34,707,758 18,884,051
Weighted average units used in computing net loss per Class B preferred unit, basic and diluted: 18,000,000 18,000,000


	Three Months Ended
	April 3, 2022		April 4, 2021

	(in thousands)
Cash flows from operating activities:
Net loss	$	(15,747)	$	(2,053)
Adjustments to reconcile net loss to net cash flows (used in) provided by operating activities:
Depreciation and amortization	6,458		6,482



Amortization of debt issuance costs included in interest expense	172		160
Long-term incentive and stock-based compensation	3,216		235

Change in fair value of contingent consideration	—		56
Cash paid for contingent consideration in excess of initial valuation	—		(3,356)
Deferred income taxes	(197)		(1,697)
Non-cash revenue related to customer equipment	—		(2,481)
Changes in operating assets and liabilities:
Accounts receivable	(86)		3,265
Inventories	(3,843)		(4,061)
Prepaid expenses and other assets	(2,139)		4,546
Accounts payable and accrued expenses	4,057		2,187

Deferred revenue	(2,684)		(14,514)
Income tax payable and receivable	1		2,807
Net cash used in operating activities	(10,792)		(8,424)
Cash flows from investing activities:
Purchase of software and licenses	(400)		(219)

Purchases of property and equipment	(4,414)		(5,178)
Net cash used in investing activities	(4,814)		(5,397)
Cash flows from financing activities:

Net proceeds on Revolver	9,392		13,030
Proceeds from employee stock purchase plan	659		—
Cash paid for offering costs	—		(1,199)



Cash paid for capital leases	(334)		—


Distributions to VIE member	(337)		(981)
Repayment of Financing	(256)		(249)
Net cash provided by financing activities	9,124		10,601
Net change in cash and cash equivalents	(6,482)		(3,220)
Cash and cash equivalents - beginning of period	12,917		7,436
Cash and cash equivalents - end of period	$	6,435	$	4,216

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SKYWATER TECHNOLOGY, INC.

Condensed Consolidated Statements of ~~Shareholders’ Equity~~

~~For the Three Months Ended July 4, 2021 and June 28, 2020~~

~~(dollars, units and shares in thousands)~~Cash Flows

(Unaudited)

Class A Units Class B Units Common Units Preferred Stock Common Stock Additional Paid-in Capital Retained
Earnings
(Accumulated Deficit) Total
Shareholders’ Equity (Deficit),
SkyWater Technology, Inc. Non-controlling
Interests Total Shareholders’
Equity (Deficit)
Units Amount Units Amount Units Amount Shares Amount Shares Amount
Balance at March 29, 2020 0 $ 0 18,000 $ 0 0 $ 7,821 0 $ 0 0 $ 0 $ 0 $ 15,462 $ 23,283 $ 0 $ 23,283
Net loss — — — — — — — — — — — (5,293) (5,293) — (5,293)
Balance at June 28, 2020 0 $ 0 18,000 $ 0 0 $ 7,821 0 $ 0 0 $ 0 $ 0 $ 10,169 $ 17,990 $ 0 $ 17,990
Balance at April 4, 2021 0 $ 0 18,000 $ 0 2,106 $ 3,772 0 $ 0 0 $ 0 $ 0 $ (6,594) $ (2,822) $ (1,791) $ (4,613)
Corporate conversion — — (18,000) — (2,106) (3,772) — — 31,056 311 3,461 — — — 0
Issuance of common stock sold in initial public offering, net of issuance costs — — — — — — — — 8,004 80 100,082 — 100,162 — 100,162
Stock-based compensation — — — — — — — — — — 6,539 — 6,539 — 6,539
Distribution to VIE member — — — — — — — — — — — — — (392) (392)
Net income (loss) — — — — — — — — — — — (6,979) (6,979) 757 (6,222)
Balance at July 4, 2021 0 $ 0 0 $ 0 0 $ 0 0 $ 0 39,060 $ 391 $ 110,082 $ (13,573) $ 96,900 $ (1,426) $ 95,474


	Three Months Ended
	April 3, 2022		April 4, 2021

	(in thousands)
Supplemental disclosure of cash flow information:
Cash paid (received) during the period for:
Interest	$	882	$	1,009
Income taxes	2		(1,534)
Noncash investing and financing activity:
Property and equipment acquired, not yet paid	$	1,537	$	6,622

Equipment acquired through capital lease obligations	9,035		2,470
Intangible assets acquired, not yet paid	1,628		—

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~Table of Contents~~

~~SKYWATER TECHNOLOGY, INC.~~

~~Condensed Consolidated Statements of Shareholders’ Equity~~

~~For the Six Months Ended July 4, 2021 and June 28, 2020~~

~~(dollars, units and shares in thousands)~~

~~(Unaudited)~~

Class A Units Class B Units Common Units Preferred Stock Common Stock Additional Paid-in Capital Retained
Earnings
(Accumulated Deficit) Total
Shareholders’ Equity (Deficit),
SkyWater Technology, Inc. Non-controlling
Interests Total Shareholders’
Equity (Deficit)
Units Amount Units Amount Units Amount Shares Amount Shares Amount
Balance at December 29, 2019 0 $ 0 18,000 $ 0 0 $ 7,333 0 $ 0 0 $ 0 $ 0 $ 16,834 $ 24,167 $ 0 $ 24,167
Unit-based compensation — — — — — 488 — — — — — — 488 — 488
Net loss — — — — — — — — — — — (6,665) (6,665) — (6,665)
Balance at June 28, 2020 0 $ 0 18,000 $ 0 0 $ 7,821 0 $ 0 0 $ 0 $ 0 $ 10,169 $ 17,990 $ 0 $ 17,990
Balance at January 3, 2021 0 $ 0 18,000 $ 0 2,108 $ 3,767 0 $ 0 0 $ 0 $ 0 $ (3,783) $ (16) $ (1,568) $ (1,584)
Unit-based compensation — — — — — 5 — — — — — — 5 — 5
Other — — — — (2) — — — — — — — — — —
Corporate conversion — — (18,000) — (2,106) (3,772) — — 31,056 311 3,461 — — — 0
Issuance of common stock sold in initial public offering, net of issuance costs — — — — — — — — 8,004 80 100,082 — 100,162 — 100,162
Stock-based compensation — — — — — — — — — — 6,539 — 6,539 — 6,539
Distribution to VIE member — — — — — — — — — — — — — (1,373) (1,373)
Net income (loss) — — — — — — — — — — — (9,790) (9,790) 1,515 (8,275)
Balance at July 4, 2021 0 $ 0 0 $ 0 0 $ 0 0 $ 0 39,060 $ 391 $ 110,082 $ (13,573) $ 96,900 $ (1,426) $ 95,474

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

~~Table of Contents~~

~~SKYWATER TECHNOLOGY, INC.~~

~~Condensed Consolidated Statements of Cash Flows~~

~~(Unaudited)~~

Six Months Ended
July 4, 2021 June 28, 2020
(in thousands)
Cash flows from operating activities:
Net loss $ (8,275) $ (6,665)
Adjustments to reconcile net loss to net cash flows (used in) provided by operating activities:
Depreciation and amortization 13,336 8,639
Gain on Paycheck Protection Program loan forgiveness (6,453) 0
Foundry services obligation 0 (3,732)
Gain on sale of property and equipment 0 (1,117)
Amortization of debt issuance costs included in interest expense 320 781
Long-term incentive and stock-based compensation 7,008 865
Change in fair value of warrant liability 0 240
Change in fair value of contingent consideration (886) 1,553
Cash paid for contingent consideration in excess of initial valuation (6,114) 0
Deferred income taxes (5,191) (1,190)
Non-cash revenue related to customer equipment (2,481) 0
Changes in operating assets and liabilities:
Accounts receivable (3,401) 43,854
Inventories (1,998) (1,778)
Prepaid expenses and other assets 5,672 (5,390)
Accounts payable (610) (529)
Accrued expenses (3,872) 9,841
Deferred revenue (16,695) 56,777
Income tax payable and receivable (1,171) 886
Net cash (used in) provided by operating activities (30,811) 103,035
Cash flows from investing activities:
Purchase of software and licenses (357) 0
Proceeds from sale of property and equipment 0 1,650
Purchases of property and equipment (12,898) (38,409)
Net cash used in investing activities (13,255) (36,759)
Cash flows from financing activities:
Proceeds from issuance of common stock pursuant to the initial public offering, net of underwriting discounts and commissions 104,212 0
Cash paid for offering costs (1,205) 0
Proceeds from Paycheck Protection Program loan 0 6,453
Repayment of term loan 0 (2,574)
Net repayment on line of credit 0 (9,759)
Net proceeds from Revolver 382 0
Repayment of Financing (495) 0
Cash paid for capital leases (288) 0
Cash paid for debt issuance costs 0 (100)
Cash paid for contingent consideration 0 (5,253)
Distributions to VIE member (1,373) 0
Net cash provided by (used in) financing activities 101,233 (11,233)
Net change in cash and cash equivalents 57,167 55,043
Cash and cash equivalents - beginning of period 7,436 4,605
Cash and cash equivalents - end of period $ 64,603 $ 59,648

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

~~Table of Contents~~

~~SKYWATER TECHNOLOGY, INC.~~

~~Condensed Consolidated Statements of Cash Flows~~

~~(Unaudited)~~

Six Months Ended
July 4, 2021 June 28, 2020
(in thousands)
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 1,635 $ 2,144
Income taxes 1,701 90
Noncash investing and financing activity:
Capital expenditures incurred, not yet paid $ 11,444 $ 13,808
Common stock issuance costs incurred, not yet paid 662 0
Equipment acquired through capital lease obligations 2,603 0

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)

Note 1 Nature of Business

SkyWater Technology, Inc., together with its consolidated subsidiaries (collectively, “we”, “us”, “our”, or “SkyWater”), is a U.S. investor-owned, independent, pure-play technology foundry that offers advanced semiconductor development and manufacturing services from our fabrication facility, or fab, in Minnesota and advanced packaging services from our Florida facility. In our technology as a service model, we leverage a strong foundation of proprietary technology to co-develop process technology intellectual property with our customers that enables disruptive concepts through our Advanced Technology Services for diverse microelectronics (integrated circuits, or ICs) and related micro- and nanotechnology applications. In addition to these differentiated technology development services, we support customers with volume production of ICs for high-growth markets through our Wafer Services.

Emerging Growth Company Status

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012.

Corporate Conversion and Initial Public Offering

Effective April 14, 2021, we converted into a Delaware corporation pursuant to a statutory conversion and changed our name to SkyWater Technology, Inc. Previously, we operated as a Delaware limited liability company under the name CMI Acquisition, LLC. As a result of the corporate conversion, the holders of the different series of units of CMI Acquisition, LLC, became holders of common stock and options to purchase common stock of SkyWater Technology, Inc. The number of shares of common stock that holders of Class B preferred units and common units were entitled to receive in the corporate conversion was determined in accordance with a plan of conversion, which was based upon the terms of the CMI Acquisition, LLC operating agreement, and varied depending on which class of Units a holder owned. See Note 8 – Shareholders’ Equity.

On April 23, 2021, we completed our initial public offering (“IPO”) and issued 8,004,000 shares of common stock, including the underwriter’s exercise of their right to purchase additional shares, at an initial offering price to the public of $14.00 per share. We received net proceeds from the IPO of approximately $100,162 after deducting underwriting discounts and commissions of $7,844 and offering costs of approximately $4,050.

stock. Shares of common stock began trading on the Nasdaq Stock Market on April 21, 2021 under the symbol “SKYT”. ~~The shares were registered under the Securities Act on a registration statement on Form S-1, which was declared effective by the Securities and Exchange Commission (“SEC”) on April 20, 2021.~~

We expect to use the proceeds from the IPO for working capital and other general corporate purposes, which may include financing our growth and funding capital expenditures. On July 26, 2021, we announced that our Board of Directors approved $56 million in strategic capital investments for expanding manufacturing capacity and technology capabilities at our Minnesota facility. The majority of this investment is targeted to expand capacity and capabilities at our Minnesota fab which is expected to increase our output.

Note 2 Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements as of ~~July 4, 2021,~~April 3, 2022, and for the three ~~and six~~ months ended ~~July~~April 3, 2022 and April 4, 2021, ~~and June 28, 2020,~~ are presented in thousands of U.S. dollars (except share and per share information), are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all financial information and disclosures required by U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes thereto as of January ~~3, 2021.~~2, 2022. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include normal recurring adjustments, necessary for athe fair ~~statement~~presentation of our financial position as of ~~July 4, 2021,~~April 3, 2022, our results of operations, ~~and~~ shareholders' equity ~~for the three~~(deficit) and ~~six months ended July 4, 2021 and June 28, 2020, and our~~ cash flows for the ~~six~~three months ended ~~July~~April 3, 2022 and April 4, ~~2021 and June 28, 2020.~~

~~Table of Contents~~

~~SKYWATER TECHNOLOGY, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited in thousands, except share, unit and per share and unit data)~~

2021.

The results of operations for the three ~~and six~~ months ended ~~July 4, 2021~~April 3, 2022 are not necessarily indicative of the results of operations to be expected for the year ending January ~~2, 2022,~~1, 2023, or for any other interim period, or for any other future year.

Principles of Consolidation

Our condensed consolidated financial statements include our assets, liabilities, revenues, and expenses, as well as the assets, liabilities, revenues, and expenses of subsidiaries in which we have a controlling financial interest, SkyWater Technology Foundry, Inc. (“SkyWater Technology Foundry”), SkyWater Federal, LLC (“SkyWater Federal”), and SkyWater Florida, Inc. (“SkyWater Florida”), and variable interest entities (“VIE”) for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation.

The condensed consolidated statements of operations, shareholders’ equity (deficit) and cash flows are for the three ~~and six~~ months ended ~~July~~April 3, 2022 and April 4, 2021, ~~and June 28, 2020. The three and six months ended July 4, 2021 and June 28, 2020~~ each of which consisted of 13 weeks.

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and ~~26 weeks, respectively.~~per share and unit data)

Liquidity and Cash Requirements

Our ability to execute our operating strategy is dependent on our ability to continue to access capital through our Revolver (as defined in Note 6 – Debt) and other sources of financing. Our current business plans indicate that we will require additional liquidity to continue our operations for the next 12 months from the issuance of the consolidated financial statements. In response to this, we are in the process of implementing a plan to reduce operating costs to improve cash flow, which includes a reduction in spending and a delayed increase in personnel, and may require us to decrease our level of investment in new products and technologies, discontinue further expansion of our business, or scale back our existing operations. Management believes that its cash and cash equivalents on hand, available borrowings on our Revolver, and these cost reduction measures, as needed, will provide sufficient liquidity to fund its operations for the next 12 months from the issuance of the consolidated financial statements.

The Company has based this estimate on assumptions that may prove to be wrong, and its operating plan may change as a result of many factors currently unknown to it. To the extent that our current resources and plans to reduce expenses are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. Our ability to do so depends on prevailing economic conditions and other factors, many of which are beyond our control.

Use of Estimates

The preparation of our condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances. Actual results could differ from those estimates.

COVID-19

In March 2020, the World Health Organization declared the novel coronavirus 2019 (“COVID-19”) outbreak a global pandemic. The COVID-19 pandemic has spread throughout the United States and the world, with the continued potential for significant impact. Our business has been adversely affected by the effects of the COVID-19 pandemic. We implemented modifications to employee travel and employee work locations, as required in some cases by federal, state and local authorities, which has had a negative impact on employee productivity. Because we have manufacturing operations, we may be vulnerable to an outbreak of a new coronavirus or other contagious diseases. Although we have not experienced a shutdown of our manufacturing facilities, the effects of such an outbreak could include the temporary shutdown of our operations or the operations of our customers, disruptions or restrictions on the ability to ship our products to our customers as well as disruptions that may affect our suppliers. Any disruption of our ability to manufacture or distribute our products, the ability of our suppliers to deliver key components on a timely basis, or our customers’ ability to order and take delivery of our products could have a material adverse effect on our ~~sales~~revenue and operating results. The future broader implications of the pandemic remain uncertain and will depend on certain future developments, including the duration, scope and severity of the pandemic, the effectiveness of vaccines and the ~~availability and effectiveness~~impact of ~~vaccines.~~our workforce of vaccine mandates.

Net Loss Per Share

We calculate basic and diluted net loss per common share in conformity with the two-class method required for companies with participating securities. Our previously outstanding Class B preferred units met the criteria of a participating security as they contained the rights to an 8% “preferred return” on the deemed original equity value of each such Class B preferred unit (accrued daily since the date of issuance of each such Class B preferred unit). Under the two-class method, income or losses are allocated between the common shareholders and the Class B preferred unitholders. The two-class method includes an allocation formula that determines income or loss per unit for each class according to preferred dividends and undistributed earnings or losses for the period. Our reported net loss for the three ~~and six~~ months ended ~~July~~April 4, 2021 is increased by the amount allocated to the Class B preferred units to arrive at the loss allocated to common shareholders for purposes of calculating net loss per share. ~~For the three and six months ended June 28, 2020, we did not apply the two-class method since only Class B preferred units were outstanding and were thus the lowest level of equity subordination.~~ As a result of our April 2021 corporate conversion and IPO, the number of common shares used to compute net loss per common share for the three ~~and six~~ months ended ~~July~~April 4, 2021 ~~were~~was retrospectively adjusted to reflect the conversion akin to a split-like situation.

~~Table of Contents~~

~~SKYWATER TECHNOLOGY, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited in thousands, except share, unit and per share and unit data)~~

~~Our historical balance sheets reflect the number of common units outstanding prior to the corporate conversion and no adjustment was made.~~

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares and potentially dilutive securities outstanding for the year determined using the treasury-stock method. Because we reported a net loss for the three and six months ended July 4, 2021 and June 28, 2020, the number of shares used to calculate diluted net loss per common share is the same as the number of units used to calculate basic net loss per common share because the potentially dilutive shares would have been anti-dilutive if included in the calculation. At July 4, 2021, there were restricted stock units and stock options totaling 3,966,000 excluded from the computation of diluted weighted-average because their inclusion would have been anti-dilutive. There were 0 restricted stock units and stock options outstanding at June 28, 2020.

~~The following table sets forth the computation of basic and diluted net loss per common share for the three and six months ended July 4, 2021:~~

Three Months Ended
July 4, 2021 Six Months Ended
July 4, 2021
(in thousands, except per share data)
Numerator:
Net loss attributable to SkyWater Technology, Inc. $ (6,979) $ (9,790)
Undistributed preferred return to Class B preferred unitholders (39) (398)
Net loss attributable to common shareholders $ (7,018) $ (10,188)
Denominator:
Weighted-average common shares outstanding, basic and diluted (1) 34,708 18,884
Net loss per common share, basic and diluted $ (0.20) $ (0.54)

~~__________________~~

~~(1)~~The weighted-average common shares outstanding for the three and six months ended July 4, 2021 reflects the retrospective adjustment for the April 14, 2021 corporate conversion of 2,105,936 common units into 3,060,343 shares of common stock. The April 14, 2021 corporate conversion of 18,000,000 Class B preferred units into 27,995,400 shares of common stock is reflected prospectively on the date of conversion for the three and six months ended July 4, 2021.

The following table sets forth the computation of basic and diluted net loss per unit attributable to Class B preferred unitholders for the three and six months ended June 28, 2020. There were 0 common units outstanding during the period.

Three Months Ended
June 28, 2020 Six Months Ended
June 28, 2020
(in thousands, except per unit data)
Numerator:
Net loss attributable to SkyWater Technology, Inc. $ (5,293) $ (6,665)
Denominator:
Weighted-average Class B preferred units outstanding, basic and diluted 18,000 18,000
Net loss per unit attributable to Class B preferred unitholders, basic and diluted $ (0.29) $ (0.37)

~~Center for NeoVation~~

Through our subsidiary, SkyWater Florida, we entered into several agreements on January 25, 2021 with the government of Osceola County, Florida (“Osceola”) and ICAMR, Inc., a Florida non-profit corporation (“BRIDG”), to operate the Center for NeoVation (“CfN”), a semiconductor research and development and manufacturing facility. These agreements included a technology and economic development agreement (the “TED Agreement”), a lease agreement (the “CfN Lease”) and a semiconductor line operation agreement (the “LOA”). Under the TED Agreement and the CfN Lease, we agreed to operate the CfN, including certain semiconductor manufacturing equipment, and an advanced water treatment facility currently owned by

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)

~~Osceola~~the net loss by the weighted-average number of shares and potentially dilutive securities outstanding for ~~a period of at least 23 years for a lease payment of $1.00 per year. During~~ the period ofdetermined using the ~~CfN Lease,~~treasury-stock method. Because we are responsible for taxes, utilities, insurance, maintenance and operation of those assets. We may terminate the TED Agreement and CfN Lease with 18 months’ notice. In the event we terminate the agreements, we would be required to continue to operate the center until we findreported a ~~replacement operator or the 18 months expire and may be required to make a payment of up to $15,000 to Osceola.~~

~~We are accounting~~net loss for the ~~CfN Lease~~three months ended April 3, 2022 and April 4, 2021, the number of shares used to calculate diluted net loss per common share is the same as ~~a lease. Given~~ the ~~nominal minimum lease payments required under~~number of shares used to calculate basic net loss per common share because the ~~lease ($23.00), no assets~~potentially dilutive shares would have been anti-dilutive if included in the calculation. At April 3, 2022 and April 4, 2021, there were ~~initially recognized on our condensed consolidated balance sheet. As we perform under the agreements, expenses we incur~~restricted stock units and ~~any revenue we are able to generate~~stock options totaling 3,414,000 and 2,329,000, respectively, excluded from the ~~operations~~computation of ~~CfN will be included in our condensed consolidated statements~~diluted weighted-average shares outstanding because their inclusion would have been anti-dilutive.

The following table sets forth the computation of ~~operations as they are incurred or earned. If we are able to reach~~basic and ~~maintain full capacity in~~diluted net loss per common share for the ~~CfN~~three months ended April 3, 2022 and April 4, 2021:


	Three Months Ended
	April 3, 2022		April 4, 2021

	(in thousands, except per share data)
Numerator:
Net loss attributable to SkyWater Technology, Inc.	$	(16,606)	$	(2,811)
Undistributed preferred return to Class B preferred unitholders	—		(359)
Net loss attributable to common shareholders	$	(16,606)	$	(3,170)
Denominator:
Weighted-average common shares outstanding, basic and diluted (1)	39,862		3,060
Net loss per common share, basic and diluted	$	(0.42)	$	(1.04)

__________________

(1)The weighted-average common shares outstanding for ~~a minimum period~~the three months ended April 4, 2021 reflects the retrospective adjustment for the April 14, 2021 corporate conversion of ~~20 years, Osceola will convey the land, buildings and equipment to us for no consideration at the end~~2,105,936 common units into 3,060,343 shares of the CfN Lease. At such time that we believe the conveyance of the land, buildings and equipment is reasonably assured, we will record those assets on our condensed consolidated balance sheet at fair value and record a corresponding deferred gain. We will subsequently depreciate the assets over their remaining economic life and recognize an equivalent amount of income from the amortization of the deferred gain.common stock.

Operating Segment Information

Operating segments are identified as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. We view our operations and manage our business as 1 operating segment.

Note 3 Summary of Significant Accounting Policies

Our audited consolidated financial statements include an additional discussion of the significant accounting policies and estimates used in the preparation of our condensed consolidated financial statements. There were no material changes to our significant accounting policies and estimates during the three ~~and six~~ months ended ~~July 4, 2021.~~

~~Contingent Consideration~~

~~Royalties~~April 3, 2022, except with respect to the adoption of $2,758 and $2,714 were paid during the three months ended July 4, 2021 and June 28, 2020, respectively, and $6,114 and $5,253 during the six months ended July 4, 2021 and June 28, 2020, respectively. During the three months ended July 4, 2021 and June 28, 2020, we recorded royalty expense of $(942) and $712, respectively, to reflect the change in fair value of the contingent consideration obligation in our condensed consolidated statements of operations. During the six months ended July 4, 2021 and June 28, 2020, we recorded royalty expense of $(886) and $1,553, respectively, to reflect the change in fair value of the contingent consideration obligation in our condensed consolidated statements of operations.

~~Recently Issued Accounting Standards~~

~~In February 2016, the~~ Financial Accounting Standards Board (“FASB”) ~~issued ASU~~Accounting Standards Update ("ASU") 2016-2, Leases (“Topic 842”).

Recently Issued Accounting Standards

In February 2016, the FASB issued Topic 842. The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The standard is effective for public business entities for fiscal years beginning after December 15, 2018. As an emerging growth company, we ~~intend to adopt~~adopted the new standard on January 3, 2022 for our year ending January 1, 2023. ~~However if we lose our emerging growth company status prior to our intended~~The adoption ~~date, we may be required to adopt the new standard in the year we lose such status. We do not expect adopting~~of Topic 842 ~~will~~did not have a material impact on our condensed consolidated financial ~~statements.~~statements as disclosed in Note 15 – Leases.

In June 2016, the FASB issued a new credit loss accounting standard, ASU 2016-13, Current Expected Credit Losses (“Topic 326”). This guidance replaces the current allowance for loan and lease loss accounting standard and focuses on estimation of expected losses over the life of the loans instead of relying on incurred losses. The standard is effective for certain public business entities for fiscal years beginning after December 15, 2019. As an emerging growth company, we intend to adopt the new standard on January 2, 2023 for our year ending December 31, 2023. However if we lose our emerging growth

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Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)

company status prior to our intended adoption date, we may be required to adopt the new standard in the year we lose such status. We do not expect adopting Topic 326 will have a material impact on our condensed consolidated financial statements.

Note 4 Revenue

~~BRIDG~~Wafer Services Contract

In ~~connection~~March 2022, we signed a new contract with ~~the TED Agreement and CfN Lease as discussed in Note 2 –~~ ~~Basis of Presentation and Principles of Consolidation~~–~~Center forNeoVation, we executed the LOA pursuant to which we agreed to provide engineering and test~~a significant wafer services ~~as requested by BRIDG based on our standard hourly~~customer. Under the contract, orders are non-cancellable and ~~activity-based rates, which~~ we have an enforceable right to complete the orders and to payment for any finished or in-process wafers plus a reasonable margin. The wafers produced for that customer are ~~accounting for~~highly customized and have no alternative use to us. Control of these wafers is deemed to transfer to the customer over time during the fabrication process, using the same measure of progress toward satisfying the promise to deliver the units to the customer. Consequently, the transaction price is recognized as revenue over time ~~as we perform. In addition, we agreed to provide BRIDG access to the cleanrooms~~based on actual costs incurred in the ~~facilities that are subject~~fabrication process to date relative to total expected costs to produce all wafers beginning in March 2022. The contract terms and pricing is applicable to all in-process and future wafers. We recorded revenue of $8,230 in the ~~TED Agreement and~~first quarter of 2022 to account for recognition of wafer services activities in process at the ~~CfN Lease for an access fee of approximately $14,000. We are accounting for~~date the ~~access fee as a stand-ready obligation with revenue recognized ratably over 38 months, the life of BRIDG’s third-party contracts for which we are a subcontractor.~~contract was signed.

Disaggregated Revenue

The following table discloses revenue by ~~service~~product type and the timing of recognition of revenue for transfer of goods and services to ~~customers (point-in-time or over time):~~customers:


		Three Months Ended July 4, 2021									Three Months Ended April 3, 2022
		Topic 606 Revenue									Topic 606 Revenue
		Point-in-Time		Over Time		Lease Revenue		Total Revenue			Point-in-Time		Over Time		Lease Revenue		Total Revenue
Wafer Services	Wafer Services	$	14,312	$	0	$	0	$	14,312	Wafer Services	$	13,205	$	8,341	$	—	$	21,546
Advanced Technology Services	Advanced Technology Services									Advanced Technology Services
T&M	T&M	0		10,692		0		10,692		T&M	—		18,908		—		18,908
Fixed Price	Fixed Price	0		15,018		0		15,018		Fixed Price	—		6,500		—		6,500
Other	Other	0		0		1,167		1,167		Other	—		—		1,167		1,167
Total Advanced Technology Services	Total Advanced Technology Services	0		25,710		1,167		26,877		Total Advanced Technology Services	—		25,408		1,167		26,575
Total revenue	Total revenue	$	14,312	$	25,710	$	1,167	$	41,189	Total revenue	$	13,205	$	33,749	$	1,167	$	48,121

Three Months Ended June 28, 2020
Topic 606 Revenue
Point-in-Time Over Time Revenue recognized from foundry services obligation Total Revenue
Wafer Services $ 10,885 $ 0 $ 11 $ 10,896
Advanced Technology Services
T&M 0 12,548 0 12,548
Fixed Price 0 7,315 0 7,315
Total Advanced Technology Services 0 19,863 0 19,863
Total revenue $ 10,885 $ 19,863 $ 11 $ 30,759


	Three Months Ended April 4, 2021
	Topic 606 Revenue
	Point-in-Time		Over Time		Lease Revenue		Total Revenue
Wafer Services	$	10,019	$	—	$	—	$	10,019
Advanced Technology Services
T&M	—		10,792		—		10,792
Fixed Price	—		26,123		—		26,123
Other	—		—		1,167		1,167
Total Advanced Technology Services	—		36,915		1,167		38,082
Total revenue	$	10,019	$	36,915	$	1,167	$	48,101

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)

Six Months Ended July 4, 2021
Topic 606 Revenue
Point-in-Time Over Time Lease Revenue Total Revenue
Wafer Services $ 24,331 $ 0 $ 0 $ 24,331
Advanced Technology Services
T&M 0 21,484 0 21,484
Fixed Price 0 41,141 0 41,141
Other 0 0 2,334 2,334
Total Advanced Technology Services 0 62,625 2,334 64,959
Total revenue $ 24,331 $ 62,625 $ 2,334 $ 89,290

Six Months Ended June 28, 2020
Topic 606 Revenue
Point-in-Time Over Time Revenue recognized from foundry services obligation Total Revenue
Wafer Services $ 23,815 $ 0 $ 399 $ 24,214
Advanced Technology Services
T&M 0 31,954 0 31,954
Fixed Price 0 11,495 0 11,495
Other 0 0 0 0
Total Advanced Technology Services 0 43,449 0 43,449
Total revenue $ 23,815 $ 43,449 $ 399 $ 67,663

The following table discloses revenue by country as determined based on customer address:


		Three Months Ended				Six Months Ended					Three Months Ended
		July 4, 2021		June 28, 2020		July 4, 2021		June 28, 2020			April 3, 2022		April 4, 2021
United States	United States	$	36,612	$	26,327	$	80,233	$	57,797	United States	$	42,359	$	43,621
United Kingdom										United Kingdom	1,781		2,086
Canada	Canada	1,547		2,048		3,156		5,084		Canada	1,670		1,609
All others	All others	3,030		2,384		5,901		4,782		All others	2,311		785
		$	41,189	$	30,759	$	89,290	$	67,663		$	48,121	$	48,101

Deferred Contract Costs

We recognized amortization of deferred contract costs in our condensed consolidated statements of operations totaling ~~$426~~$195 and $0$551 for the three months ended ~~July~~April 3, 2022 and April 4, 2021, ~~and June 28, 2020, respectively, and $977 and $0 for the six months ended July 4, 2021 and June 28, 2020,~~ respectively.

Contract Assets

Contract assets are ~~$15,969~~$26,207 and ~~$8,147~~$16,303 at ~~July 4, 2021~~April 3, 2022 and January ~~3, 2021,~~2, 2022, respectively, and are included in accounts receivable, net in our condensed consolidated balance sheets. The contract assets balance at April 3, 2022 includes the impact from the new wafer services contract described above, in which we recorded revenue and contract assets of $8,230 for in-process wafers.

Contract Liabilities

The contract liabilities and other significant components of deferred revenue are as follows:

~~Table of Contents~~

~~SKYWATER TECHNOLOGY, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited in thousands, except share, unit and per share and unit data)~~


		July 4, 2021						January 3, 2021							April 3, 2022						January 2, 2022
		Contract Liabilities		Deferred Lease Revenue		Total Deferred Revenue		Contract Liabilities		Deferred Lease Revenue		Total Deferred Revenue			Contract Liabilities		Deferred Lease Revenue		Total Deferred Revenue		Contract Liabilities		Deferred Lease Revenue		Total Deferred Revenue
Current	Current	$	20,252	$	4,667	$	24,919	$	25,986	$	4,667	$	30,653	Current	$	18,606	$	4,667	$	23,273	$	16,141	$	4,667	$	20,808
Long-term	Long-term	70,827		13,611		84,438		79,455		15,944		95,399		Long-term	72,833		10,111		82,944		76,816		11,278		88,094
Total	Total	$	91,079	$	18,278	$	109,357	$	105,441	$	20,611	$	126,052	Total	$	91,439	$	14,778	$	106,217	$	92,957	$	15,945	$	108,902

The decrease in contract liabilities from January 2, 2022 to April 3, ~~2021 to July 4, 2021~~2022 was primarily the result of completion of specific performance obligations for our customers. Approximately ~~20%~~3% of our total contract liabilities at January 2, 2022 were recognized in revenue in the first three months of 2022. Approximately 15% of our total contract liabilities at January 3, 2021 were recognized in revenue in the first ~~six~~three months of 2021.

Remaining Performance Obligations

As of ~~July 4, 2021,~~April 3, 2022, we had approximately ~~$85,019~~$89,903 of transaction price allocated to remaining performance obligations that are unsatisfied (or partially satisfied) on contracts with an original expected duration of one year or more, which are primarily related to Advanced Technology Services contracts. We expect to recognize those remaining performance obligations as follows:


Within one year	$	~~15,196~~17,070
From one to two years	~~12,695~~17,992
From two to three years	~~12,695~~10,968
After three years	~~44,433~~43,873
Total	$	~~85,019~~89,903

We do not disclose the value of remaining performance obligations for contracts with an original expected duration of one year or less. Further, we do not adjust the promised amount of consideration for the effects of a significant financing component if we expect, at contract inception, that the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)

Note 5 Balance Sheet Information

Certain significant amounts included in our condensed consolidated balance sheets consist of the following:

~~Accounts receivable, net:~~


	April 3, 2022		January 2, 2022
Accounts receivable, net:
Trade accounts receivable	$	21,491	$	23,022
Unbilled revenue (contract assets)	26,207		16,303


Other receivables	—		56
Total accounts receivable, net	$	47,698	$	39,381

July 4, 2021 January 3, 2021
Trade accounts receivable $ 17,197 $ 21,357
Unbilled revenue (contract assets) 15,969 8,147
Note receivable 0 230
Employee note receivable 223 222
Other receivables 7 39
Total accounts receivable, net $ 33,396 $ 29,995


	April 3, 2022		January 2, 2022
Inventories:
Raw materials	$	3,865	$	3,340
Work-in-process	1,390		7,339
Supplies and spare parts	7,858		6,821
Total inventories—current	13,113		17,500
Supplies and spare parts classified as other assets	2,252		2,388
Total inventories	$	15,365	$	19,888


	April 3, 2022		January 2, 2022
Prepaid expenses and other current assets:
Prepaid expenses	$	3,116	$	1,759

Deferred contract costs	2,785		1,579
Prepaid inventory	516		516


Total prepaid assets and other current assets	$	6,417	$	3,854


	April 3, 2022		January 2, 2022
Property and equipment, net:
Land	$	5,396	$	5,396
Buildings and improvements	87,396		87,156
Machinery and equipment	173,924		143,105
Fixed assets not yet in service	11,059		29,229
Total property and equipment, at cost	277,775		264,886
Less: Accumulated depreciation	(90,411)		(84,411)
Total property and equipment, net	$	187,364	$	180,475

Depreciation expense was $6,031 and $6,047 for the three months ended April 3, 2022 and April 4, 2021, respectively. In December ~~31, 2020,~~2021, we completed an assessment of the useful lives of our machinery and equipment and adjusted the estimated useful life from seven years to ten years to better reflect the estimated periods during which the assets will remain in service. This change in accounting estimate was effective beginning in December of 2021 on a prospective basis for all machinery and equipment acquired after March 1, 2017, the date in which we became an independent company as part of a divestiture from Cypress. The effect of this change in estimate resulted in a $445 decrease in depreciation expense for the three months ended April 3, 2022.

Intangible assets consist of purchased software and license costs from our acquisition of the business in 2017. Additionally, we have entered into ~~a note receivable with a key employee~~license agreements for ~~$222. The note may be repaid any time prior to its maturity date~~third-party software and licensed technology, which also comprise intangible assets. During the three months ended April 3, 2022, we acquired third-party software and licensed technology of ~~March 31, 2022 and bears interest at 6%.~~

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)

~~Inventories:~~

July 4, 2021 January 3, 2021
Raw materials $ 2,585 $ 1,463
Work-in-process 20,874 19,719
Supplies and spare parts 5,708 5,987
Total inventories—current 29,167 27,169
Supplies and spare parts classified as other assets 2,350 1,949
Total inventories $ 31,517 $ 29,118

~~Prepaid expenses and other current assets:~~

July 4, 2021 January 3, 2021
Prepaid expenses $ 1,839 $ 2,761
Equipment purchased for customers (1) 0 5,343
Deferred contract costs 1,724 1,647
Deferred offering costs 0 2,183
Other 34 38
Total prepaid assets and other current assets $ 3,597 $ 11,972

~~__________________~~

~~(1)We acquired equipment for~~$2,028, which will be amortized over a ~~customer that we installed and calibrated in our facility. Prior to the customer obtaining ownership and control~~weighted average estimated life of ~~the equipment, we recorded costs incurred to date within prepaid expenses and other current assets.~~

~~Property and equipment, net:~~

July 4, 2021 January 3, 2021
Land $ 5,396 $ 5,396
Buildings and improvements 86,092 85,197
Machinery and equipment 135,824 124,130
Fixed assets not yet in service 23,823 22,602
Total property and equipment, at cost 251,135 237,325
Less: Accumulated depreciation (71,694) (59,247)
Total property and equipment, net $ 179,441 $ 178,078

Depreciation expense was $6,400 and $4,130 for the three months ended July 4, 2021 and June 28, 2020, respectively, and $12,447 and $8,261 for the six months ended July 4, 2021 and June 28, 2020, respectively.

~~Intangible assets, net:~~

~~Intangible assets consist of purchased software and license costs and a customer list from our acquisition of the business in 2017.~~8.8 years. Intangible assets are summarized as follows:


		July 4, 2021		January 3, 2021			April 3, 2022		January 2, 2022
Intangible assets, net:						Intangible assets, net:
Software and licensed technology						Software and licensed technology	$	8,653	$	6,625

Customer list	Customer list	$	1,500	$	1,500	Customer list	—		1,500
Software and licenses		5,766		5,408
Total intangible assets, at cost	Total intangible assets, at cost	7,266		6,908		Total intangible assets, at cost	8,653		8,125
Less: Accumulated amortization	Less: Accumulated amortization	(3,237)		(2,347)		Less: Accumulated amortization	(3,159)		(4,234)
Total intangible assets, net	Total intangible assets, net	$	4,029	$	4,561	Total intangible assets, net	$	5,494	$	3,891

For the three months ended April 3, 2022 and April 4, 2021, amortization of the customer list intangible asset charged to operations was $0 and $88, respectively, and amortization of software and licensed technology was $425 and $347, respectively.

Remaining estimated aggregate annual amortization expense is as follows for the years ending:


	Amortization Expense
Remainder of 2022	$	1,403
2023	1,429
2024	754
2025	601
2026	433
Thereafter	874
Total	$	5,494


	April 3, 2022		January 2, 2022
Other assets:
Supplies and spare parts	$	2,252	$	2,388
Deferred contract costs	862		1,760
Other assets	1,297		687
Total other assets	$	4,411	$	4,835


	April 3, 2022		January 2, 2022
Accrued expenses:
Accrued compensation	$	5,596	$	4,557
Patents and licensed technology obligations	2,000		—
Accrued commissions	241		189
Accrued fixed asset expenditures	1,252		861
Accrued royalties	2,586		1,854

Capital lease obligations	1,597		1,192
Other accrued expenses	10,810		8,830
Total accrued expenses	$	24,082	$	17,483

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)

For the three months ended July 4, 2021 and June 28, 2020, amortization of the customer list intangible asset charged to operations was $88 and amortization of software and licenses was $366 and $99, respectively. For the six months ended July 4, 2021 and June 28, 2020, amortization of the customer list intangible asset charged to operations was $176 and amortization of software and licenses was $713 and $202, respectively.

~~Remaining estimated aggregate annual amortization expense is as follows for the years ending:~~

Amortization
Expense
Remainder of 2021 $ 842
2022 1,140
2023 800
2024 445
2025 445
Thereafter 357
Total $ 4,029

~~Other assets:~~

July 4, 2021 January 3, 2021
Supplies and spare parts $ 2,350 $ 1,949
Deferred contract costs 1,699 2,049
Other assets 469 0
Total other assets $ 4,518 $ 3,998

~~Accrued expenses:~~

July 4, 2021 January 3, 2021
Accrued compensation $ 5,624 $ 6,315
Accrued commissions 1,586 5,183
Accrued fixed asset expenditures 2,468 6,337
Accrued royalties 1,525 2,145
Accrued customer payable 1,455 783
Other accrued expenses 8,075 4,733
Total accrued expenses $ 20,733 $ 25,496

Note 6 Debt

The components of debt outstanding are as follows:


		July 4, 2021		January 3, 2021			April 3, 2022		January 2, 2022
Revolver	Revolver	$	32,686	$	32,303	Revolver	$	35,615	$	26,223
Financing (by VIE)	Financing (by VIE)	38,343		38,839		Financing (by VIE)	37,593		37,850
Paycheck Protection Program loan		0		6,453
Unamortized debt issuance costs (1)	Unamortized debt issuance costs (1)	(4,675)		(4,995)		Unamortized debt issuance costs (1)	(4,451)		(4,624)
Total long-term debt, including current maturities	Total long-term debt, including current maturities	66,354		72,600		Total long-term debt, including current maturities	68,757		59,449
Less: Current portion of long-term debt	Less: Current portion of long-term debt	(1,006)		(2,772)		Less: Current portion of long-term debt	(1,030)		(1,021)
Long-term debt, excluding current portion and unamortized debt issuance costs	Long-term debt, excluding current portion and unamortized debt issuance costs	$	65,348	$	69,828	Long-term debt, excluding current portion and unamortized debt issuance costs	$	67,727	$	58,428

__________________

~~Table of Contents~~

~~SKYWATER TECHNOLOGY, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited in thousands, except share, unit and per share and unit data)~~

(1)Unamortized debt issuance costs as of ~~July 4, 2021~~April 3, 2022 included ~~$1,383~~$1,379 for the Revolver (as defined below) and ~~$3,292~~$3,072 for the Financing (as defined below). Unamortized debt issuance costs as of January ~~3, 2021~~2, 2022 included ~~$1,537~~$1,471 for the Revolver and ~~$3,458~~$3,153 for the Financing (by VIE).

Revolver

The outstanding balance of our amended and restated revolving credit agreement with Wells Fargo Bank, National Association (the “Revolver”) was ~~$32,686~~$35,615 as of ~~July 4, 2021~~April 3, 2022 at an interest rate of 3%2.9%. Our remaining availability under the Revolver was ~~$28,900~~$29,101 as of ~~July 4, 2021.~~

~~Financing~~

~~On September 30, 2020, the VIE which~~April 3, 2022. However, we ~~consolidate entered into a loan agreement for $39,000 (the “Financing”) at a fixed interest rate of 3.44%. The outstanding balance of the Financing was $38,343 as of July 4, 2021.~~

~~Paycheck Protection Program Loan~~

~~On April 18, 2020, we received proceeds of $6,453 pursuant to a loan from TCF Bank~~must maintain availability under the ~~Paycheck Protection Program (the “PPP” Loan). Under~~Revolver of at least $15,000 in order to not have to comply with the ~~terms of the loan, recipients can apply for~~leverage ratio and be granted forgiveness for all or a portion of the loan granted under the program. During the three months ended July 4, 2021, the PPP Loan was fully forgiven and $6,453 was recorded as other income in the condensed consolidated statement of operations.

~~Covenants~~

~~As of July 4, 2021, we were not in compliance with the~~ fixed charge coverage ratio ~~and~~financial covenants contained in the ~~leverage ratio related~~Revolver with respect to the ~~Revolver. On August 1, 2021, we entered into an amendment~~fiscal quarters ending on or prior to ~~the Revolver that, effective as~~July 2, 2023. As of ~~August 1, 2021, amended the Revolver to eliminate the requirement for us to comply with those financial covenants as of July 4, 2021. Under the Revolver, as amended,~~April 3, 2022, our unused remaining availability was $29,101 and we were in ~~full~~ compliance with applicable financial covenants of the Revolver ~~covenant requirements as of July 4, 2021. Our VIE was~~and expect to be in compliance with ~~the~~applicable financial covenants ~~related to~~over the ~~Financing.~~next twelve months.

Maturities

As of ~~July 4, 2021,~~April 3, 2022, the Revolver is due in December 2025. The Financing is repayable in equal monthly installments of $194 over 10 years, with the balance payable at the maturity date of October 6, 2030. Future principal payments of our Revolver and consolidated VIE’s Financing, excluding unamortized debt issuance costs, are as follows:

Remainder of 2021 $ 497
2022 1,024
2023 1,060
2024 1,094
2025 33,820
Thereafter 33,534
Total $ 71,029

Historically, we have addressed our liquidity needs (including funds required to make scheduled principal and interest payments, refinance debt and fund working capital, and planned capital expenditures) with operating cash flows, borrowings under credit facilities, and proceeds from the term loans. Our ability to execute our operating strategy is dependent on our ability to continue to access capital through our Revolver, public markets and other sources of financing and if we were unable to obtain financing on reasonable terms, this may impact our ability to execute our operating strategy.


Remainder of 2022	$	767
2023	1,060
2024	1,094
2025	36,749
2026	1,177
Thereafter	32,361
Total	$	73,208

Note 7 Income Taxes

The effective tax rates for the three ~~and six~~ months ended ~~July~~April 3, 2022 and April 4, 2021 ~~and June 28, 2020~~ differ from the statutory tax rates due to state income taxes, permanent tax differences, and changes in our deferred tax asset valuation allowance. The tax rate in any quarter can be affected positively or negatively by adjustments that are required to be reported in the specific quarter

~~Table of Contents~~

~~SKYWATER TECHNOLOGY, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited in thousands, except share, unit and per share and unit data)~~

of resolution. The effective income tax rate for the three ~~and six~~ months ended ~~July 4, 2021~~April 3, 2022 was ~~40.5% and 36.0%~~1.2%, compared to ~~(20.9)% and 0.4%~~17.2% for the three ~~and six~~ months ended ~~June 28, 2020.~~April 4, 2021. The income tax benefit rate applied to our pre-tax loss was ~~higher~~lower for the three ~~and six~~ months ended ~~July~~April 3, 2022 and April 4, 2021 than our statutory tax rate of 21% primarily due to the gain on the PPP Loan forgiveness, which is exempt from federal income taxation. For the three and six months ended June 28, 2020, the effective income tax rate applied to our pre-tax loss was lower than our statutory tax rate of 21% due to a deferred tax asset valuation ~~allowance, partially offset by excess tax benefits related to stock-based compensation expense.~~allowances.

Management regularly evaluates the future realization of deferred tax assets and provides a valuation allowance, if considered necessary, based on such evaluation. As part of the evaluation, management has evaluated taxable income in carryback years, future reversals of taxable temporary differences, feasible tax planning strategies, and future expectations of income. Based upon this analysis, a valuation allowance of ~~$1,401~~$12,918 was recorded as of ~~July 4, 2021~~April 3, 2022 to reduce our net deferred tax assets to the amount that is more likely than not to be realized. The valuation allowance at January ~~3, 2021~~2, 2022 was ~~$1,609.~~$9,819.

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)

No liability has been recorded for uncertain tax positions. We would accrue, if applicable, income tax related interest and penalties in income tax expense in our condensed consolidated statement of operations. There were 0no interest and penalties incurred during the three ~~and six~~ months ended ~~July~~April 3, 2022 and April 4, ~~2021 and June 28, 2020.~~2021.

Note 8 Shareholders’ Equity

Classes of Equity Units

Until our corporate conversion on April 14, 2021, we had three classes of limited liability interests, designated as Class A preferred units, Class B preferred units, and common units (collectively, the “Unit” or “Units”). ~~There were 2,000,000~~The Class A preferred units were authorized specifically for issuance upon exercise of warrants, of which ~~NaN~~none were issued and outstanding at January 3, 2021. There were 18,000,000 Class B preferred units authorized, of which 18,000,000 were issued and outstanding at January 3, 2021. There were 5,000,000 common units authorized, of which 3,057,344 were issued as of January 3, 2021 and 2,107,452 were outstanding as of January 3, 2021.outstanding. Class A preferred units and common units were non-voting classes, and Class B preferred units are a voting class.

Conversion

On April 14, 2021, we completed a corporate conversion. Pursuant to the certificate of incorporation effected in connection with the corporate conversion, our authorized capital stock consists of 200,000,000 shares of voting common stock, par value $0.01 per share, and 80,000,000 shares of preferred stock, par value $0.01 per share. As of ~~July 4, 2021,~~April 3, 2022, giving effect to the corporate conversion and our IPO, ~~39,059,743~~39,904,690 shares of common stock were issued and outstanding. ~~NaN~~No shares of our preferred stock were outstanding. ~~As discussed in Note 1 –~~ ~~Nature of Business, on~~On April 21, 2021, our common stock began trading on the Nasdaq Stock Market under the symbol “SKYT”.

Upon the corporate conversion, all Units were converted into an aggregate of 31,055,743 shares of our common stock. Each Class B preferred unit and common unit was converted into a number of shares of common stock determined by dividing (1) the amount that would have been distributed in respect of each such Unit in accordance with CMI Acquisition, LLC’s operating agreement if all assets of CMI Acquisition, LLC had been sold for a cash amount equal to the pre-offering value of CMI Acquisition, LLC, as such value is determined by CMI Acquisition, LLC’s board of managers based on the fair value of each share of common stock (net of any underwriting discounts, fees and expenses), by (2) such per share fair value. The amounts that would have been distributed for this purpose in respect of Class B preferred units and common units were determined by reference to the terms of CMI Acquisition, LLC’s operating agreement, with different values applicable to each series of Units. Before any distributions were made on common units, distributions were made on each Class B preferred unit in an amount equal to the sum of an 8% “preferred return” on the deemed original equity value of each such Class B preferred unit (accrued daily since the date of issuance of each such Class B preferred unit) plus the amount of such original equity value. Only after those distributions were made, the common units, together with the Class B preferred units, shared in the remainder of the distribution on a pro rata basis. For purposes of the corporate conversion, pre-offering “per share fair value” was determined taking into account an assumed initial public offering price of common stock. Accordingly, the outstanding Units were converted as follows:

•holders of Class B preferred units received an aggregate of 27,995,400 shares of common stock; and

•holders of common units received an aggregate of shares 3,060,343 of common stock.

~~Table of Contents~~

~~SKYWATER TECHNOLOGY, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited in thousands, except share, unit and per share and unit data)~~

Initial Public Offering

Note 9 Share-Based Compensation

2021 Equity Incentive Plan

In connection with our IPO, we adopted the 2021 Equity Incentive Plan (the “2021 Equity Plan”). The 2021 Equity Plan became effective upon the consummation of the ~~IPO and 0 further awards will be issued under the previous Employee Unit Option Plan. NaN awards remained outstanding from the Employee Unit Option Plan as~~IPO. As of ~~July 4, 2021 and at the corporate conversion date. Under~~April 3, 2022, the 2021 Equity Plan ~~5,000,000~~provides for the issuance of up to 5,150,000 shares of common stock ~~are available for issuance~~ to eligible individuals in the form of options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, unrestricted stock, dividend equivalent rights, other equity-based awards and cash bonus awards. The share reserve of the 2021 Equity Plan will be increased effective the first business day of each calendar year ~~commencing in 2022~~ by an amount equal to the ~~least~~lesser of: (i) 150,000 shares of common stock; (ii) three percent (3%) of the shares of common stock

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)

outstanding on the final day of the immediately preceding calendar year; and (iii) such smaller number of shares of common stock as determined by the compensation committee.

Stock Options

OnDuring the three months ended April ~~21, 2021,~~3, 2022, we granted ~~342,783~~549,000 stock options, ~~which vest in full on the first anniversary of the grant date and expire 15 months from the grant date; and granted 744,374 stock options~~respectively, which vest ratably on each of the first, second, third, and fourth anniversaries of the grant date and expire 10 years from the grant date. No stock options were granted during the three months ended April 4, 2021. Share-based compensation expense related to stock option awards was ~~$439~~$423 and $0 for the three months ended ~~July~~April 3, 2022 and April 4, 2021, ~~and June 28, 2020, respectively, and $444 and $488 for the six months ended July 4, 2021 and June 28, 2020,~~ respectively. Actual forfeitures are recognized as they occur.

The fair value of each stock option is estimated on the date of grant using a Black-Scholes option-pricing model that uses assumptions noted in the following table. The risk-free interest rate used in the option valuation model was based on yields available on the grant dates for U.S. Treasury Strips with maturity consistent with the expected life assumption. The expected term of the option represents the period of time that options granted are expected to be outstanding and is based on the ~~SEC~~Securities and Exchange Commission ("SEC") Simplified Method (midpoint of average vesting time and contractual term). Expected volatility is based on an average of the historical, daily volatility of a peer group of similar companies over a period consistent with the expected life assumption ending on the grant date. We assumed no dividend yield in the valuation of the options granted as we have never declared or paid dividends on our common stock and currently intend to retain earnings for use in operations.


			~~Six~~Three Months Ended ~~July 4, 2021~~
			April 3, 2022
Expected volatility:			~~46.0%~~47.2%
Expected term (in years):			~~1.13 -~~ 6.25
Risk-free interest rate:			~~0.09% - 1.19%~~1.9%

~~Table of Contents~~

~~SKYWATER TECHNOLOGY, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited in thousands, except share, unit and per share and unit data)~~

The following table summarizes our stock option activity during the ~~six~~three months ended ~~July 4, 2021:~~April 3, 2022:


		Number of Stock Options (in thousands)	Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (in thousands)		Weighted-Average Remaining Contractual Life		Number of Stock Options (in thousands)	Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (in thousands)		Weighted-Average Remaining Contractual Life
Balance outstanding as of January 3, 2021		0	$	0
Balance outstanding as of January 2, 2022								Balance outstanding as of January 2, 2022	986	$	14.29
Granted	Granted	1,087	$	14.00				Granted	549	$	11.24
Exercised	Exercised	0	$	0				Exercised	—	$	—
Forfeited or canceled	Forfeited or canceled	(54)	$	14.00				Forfeited or canceled	(99)	$	13.25
Balance outstanding as of July 4, 2021		1,033	$	14.00	$	13,003	7.1 years
Balance vested and exercisable as of July 4, 2021		0	$	0	$	0	0.0 years
Balance outstanding as of April 3, 2022								Balance outstanding as of April 3, 2022	1,436	$	13.20	$	—	7.4 years
Balance vested and exercisable as of April 3, 2022								Balance vested and exercisable as of April 3, 2022	22	$	14.00	$	—	0.2 years

The weighted average grant-date fair value of options granted in the ~~six~~three months ended ~~July 4, 2021~~April 3, 2022 was ~~$5.29.~~$5.37. As of ~~July 4, 2021,~~April 3, 2022, total unrecognized compensation cost related to stock options was ~~$5,057~~$5,782 and is expected to be recognized over a weighted average period of approximately ~~3.4~~3.5 years.

~~Restricted Common Stock~~

On November 1, 2020, we granted 4,672 restricted common units to two directors. Upon the corporate conversion, such restricted common units were converted into 6,788 shares of restricted common stock which continue to vest over a one-year period.

Restricted Common Stock Units

OnDuring the three months ended April ~~21, 2021,~~3, 2022, we granted ~~440,836~~10,000 restricted common stock units to ~~eligible employees and~~newly appointed directors which vest in full on May 31, 2022. During the ~~first anniversary of the grant date and~~three months ended April 3, 2022, we granted ~~204,910~~263,000 restricted common stock units, which vest ratably on each of the first, second and third anniversaries of the grant date. The common stock relating to these restricted common stock units is issued upon vesting. The grantee has no rights as a common stockholder until the common stock related to the restricted common stock units have been issued.

On December 18, 2020, we granted restricted unit units to acquire up to 1,602,588 common units to certain key employees. Upon the corporate conversion, such restricted unit units were converted into 2,328,880 shares of No restricted common stock units ~~which continue to vest in equal amounts over a three-year period, but only in~~were granted during the event we complete an IPO of our stock or experience a change of control event. The common stock relating to these restricted common stock units is issued upon vesting. The grantee has no rights as a common stockholder until the common stock related to the restricted common stock units have been issued. With our IPO completed onthree months ended April ~~23, 2021, these restricted common stock units began vesting in accordance with their other terms.~~4, 2021.

Share-based compensation expense related to restricted common stock unit awards was ~~$6,100~~$2,377 and $0 for the three months ended ~~July~~April 3, 2022 and April 4, 2021, ~~and June 28, 2020, respectively, and $6,100 and $0 for the six months ended July 4, 2021 and June 28, 2020,~~ respectively. Actual forfeitures are recognized as they occur. As of ~~July 4, 2021,~~April 3, 2022, total unrecognized compensation cost related to restricted common stock units was ~~$11,360~~$7,511 and is expected to be recognized over a weighted average period of approximately 1.5 years. The estimated fair value of restricted common stock units is based on the grant date closing price of our common stock for time-based vesting awards.

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)

recognized over a weighted average period of approximately 1.8 years. The estimated fair value of restricted common stock units is based on the grant date closing price of our common stock for time-based vesting awards. No restricted stock units vested during the three months ended April 3, 2022 and April 4, 2021.

The following table summarizes our restricted common stock unit activity during the ~~six~~three months ended ~~July 4, 2021:~~April 3, 2022:


		Number of Restricted Common Stock Units (in thousands)	Weighted Average Grant Date Fair Value Per Share			Number of Restricted Common Stock Units (in thousands)	Weighted Average Grant Date Fair Value Per Share
Balance outstanding as of January 3, 2021		2,329	$	3.87
Balance outstanding as of January 2, 2022					Balance outstanding as of January 2, 2022	1,745	$	8.34
Granted	Granted	646	$	14.00	Granted	273	$	11.24
Vested	Vested	0	$	0	Vested	—	$	—
Forfeited or canceled	Forfeited or canceled	(42)	$	14.00	Forfeited or canceled	(40)	$	16.57
Balance outstanding as of July 4, 2021		2,933	$	5.95
Balance outstanding as of April 3, 2022					Balance outstanding as of April 3, 2022	1,978	$	8.52

2021 Employee Stock Purchase Plan

In connection with our IPO, we also adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). A maximum of ~~700,000~~707,000 shares of our common stock has been reserved for issuance under the 2021 ESPP. Under the 2021 ESPP, eligible employees may purchase our common stock through payroll deductions at a discount not to exceed 15% of the lower of the fair market values of our common stock as of the beginning or end of each offering period, which may range from 6 to 27 months. Payroll deductions are limited to 15% of the employee’s eligible compensation and a maximum of 2,500 shares of our common stock may be purchased by an employee each offering period. The initial six-month offering period commenced on September 1, 2021 and 69,000 shares were purchased under the 2021 ESPP during the three months ended April 3, 2022. As of ~~July 4,~~April 3, 2022 and January 2, 2022, $351 and $937, respectively, was withheld on behalf of employees for future purchases under the 2021 ESPP and recorded as accrued compensation. Share-based compensation expense related to the ~~initial~~2021 ESPP was $207 for the three months ended April 3, 2022. Actual forfeitures are recognized as they occur. As of April 3, 2022, total unrecognized compensation cost related to the 2021 ESPP was $381 and will be recognized on a straight-line basis over the six-month offering period.

The fair value of the 2021 ESPP is estimated on the date of grant using a Black-Scholes option-pricing model that uses assumptions noted in the following table. The risk-free interest rate used in the option valuation model was based on yields available on the grant dates for U.S. Treasury Strips with maturity consistent with the expected life assumption. Expected volatility is based on an average of the historical, daily volatility of a peer group of similar companies over a period ~~had not commenced.~~consistent with the expected life assumption ending on the grant date. We assumed no dividend yield in the valuation of the options granted as we have never declared or paid dividends on our common stock and currently intend to retain earnings for use in operations.


			Three Months Ended April 3, 2022
Expected volatility:			47.2%
Expected term (in years):			0.50
Risk-free interest rate:			0.60%
Weighted average grant-date fair value per share			$3.20

Share-Based Compensation Expense Allocation

Share-based compensation expense was allocated in the condensed consolidated statements of operations as follows:

Three Months Ended Six Months Ended
July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020
Cost of sales $ 704 $ 0 $ 704 $ 0
Research and development 1,480 0 1,480 0
Selling, general and administrative expenses 4,355 0 4,360 488
$ 6,539 $ 0 $ 6,544 $ 488

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)


	Three Months Ended
	April 3, 2022		April 4, 2021
Cost of revenue	$	1,040	$	—
Research and development	207		—
Selling, general and administrative expenses	1,760		5
	$	3,007	$	5

Note 10 Fair Value Measurements

The FASB defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine fair value, we use a fair value hierarchy categorized into three levels based on inputs used. Generally, the three levels are as follows:

•Level 1 – Quoted prices in active markets for identical assets or liabilities;

•Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

•Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Level 3 inputs are used in the valuation of our contingent consideration obligation. The change in level 3 assets measured at fair value on a recurring basis is summarized as follows:

~~Table of Contents~~


	Three Months Ended
	April 3, 2022		April 4, 2021
Beginning balance	$	816	$	10,900
Payments	—		(3,356)
Change in fair value	—		56
Ending balance	$	816	$	7,600

~~SKYWATER TECHNOLOGY, INC.~~

~~Notes~~We expect to ~~Condensed Consolidated Financial Statements~~

~~(unaudited in thousands, except share, unit and per share and unit data)~~


	Contingent Consideration
~~Balance at January 3, 2021~~	$	~~10,900~~
~~Payments~~	~~(6,114)~~
~~Change in fair value~~	~~(886)~~
~~Balance at July 4, 2021~~	$	~~3,900~~

~~The change in fair value is reflected in our condensed consolidated statements of operations.~~

~~The fair value of~~pay our contingent consideration liability in the second quarter of 2022 at July 4, 2021 and January 3, 2021 was determined using forecasted receipts of projected future revenues of Advanced Technology Services. The royalty is paid out quarterly through 2021. The forecasted future cash flows were discounted reflecting the ~~risk in estimating future revenues. We expect total future cash payments to be between $3,900 and $4,000.~~amount currently recorded on our condensed consolidated balance sheet.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying values of accounts receivable, accounts payable, accrued liabilities, and other financial working capital items approximate fair values at ~~July 4, 2021~~April 3, 2022 and January ~~3, 2021~~2, 2022 due to the short maturity of these items. The carrying values of our borrowings under our Revolver and Financing approximate their fair values due to the frequency of the floating interest rate resets on these borrowings. The fair value of the Revolver and Financing were determined based on inputs that are classified as Level 2 in the fair value hierarchy.

Our non-financial assets such as property and equipment and intangible assets are recorded at fair value upon acquisition and are remeasured at fair value only if an impairment charge is recognized. As of ~~July 4, 2021~~April 3, 2022 and January ~~3, 2021,~~2, 2022, we did not have any assets or liabilities measured at fair value on a non-recurring basis.

Note 11 Commitments and Contingencies

~~Foundry Services Agreement~~

Under a Foundry Services Agreement (“FSA”) which expired in June 2020, we were required to provide semiconductor wafers to our main customer over a 40-month period, beginning March 1, 2017, at contractual rates. As part of the FSA, the customer guaranteed certain levels of purchase orders for wafers. Sales of Wafer Services to this customer were $10,932 and $23,477 for the three and six months ended June 28, 2020, respectively.

Litigation

From time to time, we are involved in legal proceedings and subject to claims arising in the ordinary course of our business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the resolution of these ordinary-course matters will not have a material adverse effect on our business, operating results, financial condition or cash flows. Even if any particular litigation is resolved in a manner that is favorable to our interests, such litigation can have a negative impact on us because of defense and settlement costs, diversion of management resources from our business and other factors.

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)

Capital Expenditures

We have various contracts outstanding with third parties which primarily relate to the completion of a building expansion project to increase manufacturing capacity at our Minnesota facility. We have approximately ~~$15~~$10 million of contractual commitments outstanding as of ~~July 4, 2021~~April 3, 2022 that we expect to be paid in ~~2021,~~2022, through cash on hand and operating cash flows. As of July 4, 2021, the Company had executed a capital lease that had not yet commenced. The capital lease was executed to replace the existing nitrogen plant, which is owned by the vendor, with a larger and more modern nitrogen generator. The capital lease has a lease term of 15 years for total payments of $14 million and is expected to commence during the second half of 2021.

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~~SKYWATER TECHNOLOGY, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited in thousands, except share, unit and per share and unit data)~~

Note 12 Major Customers and Concentration Risk

The following customers accounted for 10% or more of ~~sales~~revenue for the three ~~and six~~ months ended ~~July~~April 3, 2022 and April 4, ~~2021 and June 28, 2020:~~2021:


		Three Months Ended				Six Months Ended					Three Months Ended
		July 4, 2021		June 28, 2020		July 4, 2021		June 28, 2020			April 3, 2022		April 4, 2021
Customer A	Customer A	19	%	12	%	28	%	*		Customer A	16	%	37	%
Customer B	Customer B	28	%	34	%	23	%	34	%	Customer B	40	%	19	%
Customer C	Customer C	15	%	*		11	%	*		Customer C	*		10	%
Customer D		*		19	%	*		24	%
		62	%	65	%	62	%	58	%

											56	%	66	%

__________________

* Represents less than 10% of ~~net sales.~~revenue.

We had ~~four~~two major customers that accounted for ~~26%, 19%, 10%~~33% and ~~10%~~29% of outstanding trade accounts receivable as of ~~July 4, 2021~~April 3, 2022 and ~~four~~two major customers that accounted for ~~30%, 20%, 19%~~25% and ~~18%~~12% of outstanding trade accounts receivable as of January ~~3, 2021.~~2, 2022. The loss of a major customer could adversely affect our operating results and financial condition.

Note 13 Related Party Transactions

Professional Services

Oxbow Industries, LLC (“Oxbow”), our principal ~~owner,~~stockholder, provided management and financial consulting services to ~~us for an annual management fee not to exceed $700.~~us. We incurred management fees to Oxbow of ~~$55~~$0 and $160 of during the three months ended ~~July~~April 3, 2022 and April 4, 2021, ~~and June 28, 2020, respectively, and $215 and $320 for the six months ended July 4, 2021 and June 28, 2020,~~ respectively, which have been expensed and included in general and administrative expenses in our condensed consolidated statements of operations.

~~Members~~A member of our board of directors provided legal and professional services to us. We incurred fees of $1$0 and ~~$46~~$116 for the three months ended ~~July~~April 3, 2022 and April 4, 2021, ~~and June 28, 2020, and $117 and $108 for the six months ended July 4, 2021 and June 28, 2020,~~respectively, which have been expensed and included in general and administrative expenses in our condensed consolidated statements of operations.

Sale-Leaseback Transaction

On September 29, 2020, we entered into an agreement to sell the land and building representing our primary operating location in Bloomington, Minnesota to an entity (“Oxbow Realty”) controlled by our principal ~~owner.~~stockholder. We subsequently entered into an agreement to lease the land and building from Oxbow Realty for initial payments of $394 per month over 20 years. The monthly payments are subject to a 2% increase each year during the term of the lease. We are also required to make certain customary payments constituting "additional rent," including certain monthly reserve, insurance and tax payments, in accordance with the terms of the lease agreement. Future minimum lease commitments to Oxbow Realty as of ~~July 4, 2021~~April 3, 2022 were as follows (such amounts are eliminated from our condensed consolidated financial statements due to the consolidation of Oxbow Realty, see Note 14 – Variable Interest Entities):

Remainder of 2021 $ 2,378
2022 4,836
2023 4,932
2024 5,031
2025 5,132
Thereafter 89,350
Total lease payments 111,659
Less: imputed interest (84,476)
Total $ 27,183

2721

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)


Remainder of 2022	$	3,631
2023	4,932
2024	5,031
2025	5,132
2026	5,234
Thereafter	84,116
Total lease payments	108,076
Less: imputed interest	(80,660)
Total	$	27,416

Note 14 Variable Interest Entities

Oxbow Realty was established for the purpose of holding real estate and facilitating real estate transactions. This included facilitating the purchase of our land and building with proceeds from a bank loan and managing the leaseback of the land and building to us. We determined that Oxbow Realty meets the definition of a VIE under Topic 810, Consolidation, because it lacks sufficient equity to finance its activities. We concluded that we are the primary beneficiary of Oxbow Realty as we have the power to direct operation and maintenance decisions during the lease term, which would most significantly affect the VIE’s economic performance. As the primary beneficiary, we consolidate the assets, liabilities and results of operations of Oxbow Realty, eliminate any transactions between us and Oxbow Realty, and record a non-controlling interest for the economic interest in Oxbow Realty not owned by us because the owners of our common stock do not legally have rights or obligations to those profits or losses. In addition, the assets of Oxbow Realty can only be used to settle its liabilities, and the creditors of Oxbow Realty do not have recourse to the general credit of SkyWater.

The following table shows the carrying amounts of assets and liabilities of Oxbow Realty that are consolidated by us as of ~~July 4, 2021~~April 3, 2022 and January ~~3, 2021.~~2, 2022. The assets and liabilities are presented prior to consolidation, and thus a portion of these assets and liabilities are eliminated in consolidation.


		July 4, 2021		January 3, 2021			April 3, 2022		January 2, 2022
Cash and cash equivalents	Cash and cash equivalents	$	495	$	860	Cash and cash equivalents	$	240	$	475
Prepaid expenses	Prepaid expenses	0		99		Prepaid expenses	424		192
Finance receivable	Finance receivable	37,301		36,930		Finance receivable	37,492		37,437
Other assets	Other assets	100		0		Other assets	256		200
Total assets	Total assets	$37,896		$37,889		Total assets	$38,412		$38,304
Accounts payable	Accounts payable	$	720	$	672	Accounts payable	$	855	$	1,232
Accrued expenses	Accrued expenses	319		9		Accrued expenses	697		479
Debt	Debt	38,283		38,776		Debt	37,538		37,793
Total liabilities	Total liabilities	$39,322		$39,457		Total liabilities	$39,090		$39,504

The following table shows the revenue and expenses of Oxbow Realty that are consolidated by us for the three ~~and six~~ months ended ~~July~~April 3, 2022 and April 4, ~~2021, which we began consolidating on September 29, 2020.~~2021. We have included these amounts, net of eliminations, in the corresponding tables in the notes to our condensed consolidated financial statements.


							Three Months Ended
		Three Months Ended July 4, 2021		Six Months Ended July 4, 2021			April 3, 2022		April 4, 2021
Revenue	Revenue	$	1,159	$	2,504	Revenue	$	1,260	$	1,345
General and administrative expenses	General and administrative expenses	66		318		General and administrative expenses	77		252
Interest expense	Interest expense	336		671		Interest expense	324		335
Total expenses	Total expenses	402		989		Total expenses	401		587
Net income	Net income	$	757	$	1,515	Net income	$	859	$	758

2822

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)

Note 15 Leases

On January 3, 2022, we adopted ASU No. 2016-02, Leases, and all related amendments using the "Comparatives Under 840 Option" transition approach. Under this transition approach, comparative prior periods, including disclosures, were not restated. We elected the transition package of practical expedients which, among other things, allowed us to carry forward historical lease classification. We chose not to elect the hindsight practical expedient. The adoption of the standard did not have an impact on our condensed consolidated statements of operations and there was no adjustment to our retained earnings. We do not expect the adoption of the new standard to have a material impact on our operating results on an ongoing basis.

The most significant impact of the new leases standard was the recognition of right-of-use assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged. On January 3, 2022, the adoption of the new standard resulted in the recognition of a right-of-use asset of $184 and a lease liability of $184.

We lease certain property and equipment, such as our headquarters in Minnesota, our office location in Florida and certain production equipment under finance leases. We also lease our manufacturing location in Florida and warehouse space in Minnesota under operating leases. We determine if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. On April 1, 2022, we commenced a finance lease for a new nitrogen generator. The lease has a term of 15 years for total fixed payments of approximately $14,000.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets are recognized at commencement date based on the present value of lease payments over the lease term. For leases that do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Some of our leases include options to extend the term, which is only included in the lease liability and right-of-use assets calculation when it is reasonably certain we will exercise that option. As of April 3, 2022, the operating lease liability and operating right-of-use assets did not include any lease extension options.

We have lease agreements with lease and non-lease components and have elected to account for these as a single lease component only for equipment leases. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

The components of lease expense are as follows:


	Three Months Ended April 3, 2022
Operating lease cost	$	13
Finance lease cost:
Amortization of assets	347
Interest on lease liabilities	88
Variable lease cost	—
Total net lease cost	$	448

Short-term lease cost amounted to $70 for the three months ended April 3, 2022.

Supplemental cash flow information related to leases are as follows:


	Three Months Ended April 3, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	12
Operating cash flows used for finance leases	88
Financing cash flows used for finance leases	334

Right of use assets obtained in exchange for lease liabilities:
Operating leases	184
Finance leases	9,035

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)

The weighted average remaining lease term and weighted average discount rates related to leases are as follows:


			April 3, 2022
Weighted average remaining lease term:
Operating leases			3.8 years
Finance leases			13.2 years
Weighted average discount rate:
Operating leases			4.8%
Finance leases			8.5%

Supplemental balance sheet information related to leases is as follows:

Leases

Classification

April 3, 2022

Assets

Operating lease right-of-use assets

Other assets

174

Finance lease right-of-use assets

Property and equipment, net

11,135

Total lease right-of-use assets

11,309

Operating lease liabilities

Current portion of operating lease liabilities

Accrued expenses

Operating lease liabilities, excluding current portion

Other long-term liabilities

132

Total operating lease liabilities

174

Finance lease liabilities

Current portion of finance lease liabilities

Accrued expenses

1,597

Finance lease liabilities, excluding current portion

Other long-term liabilities

9,523

Total finance lease liabilities

11,120

Total lease liabilities

11,294

Future maturities of lease liabilities as of April 3, 2022 are as follows:


Fiscal Year	Operating Leases		Finance Leases		Total
Remainder of 2022	$	36	$	1,915	$	1,951
2023	50		1,436		1,486
2024	51		1,212		1,263
2025	54		1,133		1,187
2026	—		1,135		1,135
Thereafter	—		11,968		11,968
Total lease payments	191		18,799		18,990
Less imputed interest	(17)		(7,679)		(7,696)
Total lease liabilities	$	174	$	11,120	$	11,294

With the exception of the future minimum lease commitments related to our lease of the land and building representing our primary operating location in Bloomington, Minnesota, which are eliminated in consolidation, we had no disclosures in the prior year period related to leases.

SkyWater as the Lessor

In March 2020, we executed a contract with a customer that includes the right to use of a portion of our existing facility to produce wafers using the customer’s equipment. The contractual amount that relates to revenue from an operating lease was

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SKYWATER TECHNOLOGY, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited in thousands, except share, unit and per share and unit data)

$21,000, and is being recognized over the estimated lease term of 4.5 years. The total amount was prepaid by the customer and recorded as deferred revenue. See Note 4 – Revenue for additional information on revenue recognition and deferred revenue of the operating lease. The carrying value of the facility space utilized by the lessee was approximately $27,000, net of accumulated depreciation of $1,939 and $1,558 as of April 3, 2022 and January 2, 2022, respectively, and is included in property and equipment on our condensed consolidated balance sheets.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes, included in our ~~prospectus filed with~~Annual Report on Form 10-K for the ~~Securities and Exchange Commission on April 22, 2021 (“Prospectus”) in connection with our initial public offering (“IPO”) of our common stock.~~year ended January 2, 2022. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those discussed or implied in our forward-looking statements due to a number of factors, including those described in the sections entitled “Risk Factors” and “Forward-Looking Statements” herein and elsewhere in our ~~Prospectus.~~Annual Report on Form 10-K.

We refer to the three-month periods ended ~~July~~April 3, 2022 and April 4, 2021 ~~and June 28, 2020~~ as the ~~second~~first quarter of 2022 and first quarter of 2021, ~~and second quarter of 2020,~~ respectively. Each of these three-month periods includes 13 weeks. We refer to the six-month periods ended July 4, 2021 and June 28, 2020 as the first six months of 2021 and the first six months of 2020, respectively. Each of these six-month periods includes 26 weeks. All percentage amounts and ratios presented in this management’s discussion and analysis were calculated using the underlying data in thousands. Unless otherwise indicated, all changes identified for the current period results represent comparisons to results for the prior corresponding period.

For purposes of this section, the terms “we,” “us,” “our,” and “SkyWater” refer to CMI Acquisition, LLC and its subsidiaries collectively before the corporate conversion discussed below and to SkyWater Technology, Inc. and its subsidiaries collectively after the corporate conversion.

Corporate Conversion and Initial Public Offering

On April 14, 2021, in connection with the IPO of our ~~IPO,~~common stock, CMI Acquisition, LLC filed a certificate of conversion, whereby CMI Acquisition, LLC effected a corporate conversion from a Delaware limited liability company to a Delaware corporation and changed its name to SkyWater Technology, Inc., which we refer to as the corporate conversion. As part of the corporate conversion, holders of Class B preferred units and common units of CMI Acquisition, LLC received shares of our common stock for each unit held immediately prior to the corporate conversion using an approximate one-to-1.56 conversion ratio for Class B preferred units and one-to-1.45 conversion ratio for common units. In connection with this corporate conversion, we filed a certificate of incorporation. Pursuant to our certificate of incorporation, we are authorized to issue up to 200,000,000 shares of common stock, $0.01 par value per share, and 80,000,000 shares of preferred stock, $0.01 par value per share.

On April 23, 2021, we completed our IPO and issued 8,004,000 shares of common stock, including the underwriter’s exercise of their right to purchase additional shares, at an initial offering price to the public of $14.00 per share. Shares of our common stock began trading on the Nasdaq Stock Market on April 21, 2021 under the symbol “SKYT”.

We received net proceeds from the IPO of approximately $100.2 million, after deducting underwriting discounts and commissions and offering costs of approximately $11.9 million.

~~Shares~~ We estimate that we utilized approximately $45 million of our common stock began trading on the Nasdaq Stock Market on April 21, 2021 under the symbol “SKYT”. The shares were registered under the Securities Act on a registration statement on Form S-1, which was declared effective by the SecuritiesIPO proceeds to pay down our revolving credit agreement, approximately $28 million of our IPO proceeds to fund capital expenditures, and ~~Exchange Commission (“SEC”) on April 20, 2021.~~approximately $27 million of our IPO proceeds to fund our operating activities.

Overview

We are a U.S. investor-owned, independent, pure-play technology foundry that offers advanced semiconductor development and manufacturing services from our fabrication facility, or fab, in Minnesota and advanced packaging services from our Florida facility. In our technology as a service model, we leverage a strong foundation of proprietary technology to co-develop process technology intellectual property (“IP”) with our customers that enables disruptive concepts through our Advanced Technology Services for diverse microelectronics (integrated circuits, or ICs) and related micro- and nanotechnology applications. In addition to differentiated technology development services, we support customers with volume production of ICs for high-growth markets through our Wafer Services.

The combination of semiconductor development and manufacturing services we provide our customers is not available to them from a conventional fab. In addition, our status as a publicly-traded, U.S.- based, U.S. investor-owned pure-play technology foundry with DMEA Category 1A accreditation from the U.S. Department of Defense, or DoD, is expected to position us well to provide distinct, competitive advantages to our customers. These advantages include the benefits of enhanced IP security and easy access to a U.S. domestic supply chain. In September 2019, we entered into a contract with the

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DoD to receive up to $170 million to expand and upgrade our manufacturing capabilities, specifically to build next-generation rad-hard wafer solutions for the aerospace and defense sector which will have significant benefits for other commercial markets. Our fab expansion supporting this project began operations in October 2020. In January 2021, we entered into an agreement with Osceola County, Florida to take over operation of the Center for NeoVation facility in Kissimmee, Florida to accelerate pure-play advanced packaging services for differentiated technologies.

We primarily focus on serving diversified, high-growth end users in numerous vertical markets, including (1) advanced computation, (2) aerospace and defense, or A&D, (3) automotive and transportation, (4) bio-health, (5) consumer and (6) industrial/internet of things, or IoT. By housing both development and manufacturing in a single operation, we rapidly and

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efficiently transition newly-developed processes to high-yielding volume production, eliminating the time it would otherwise take to transfer production to a third-party fab. Through our Advanced Technology Services, we specialize in co-creating with our customers advanced solutions that directly serve our end markets, such as superconducting ICs for quantum computing, integrated photonics, carbon nanotube technologies, or CNTs, microelectromechanical systems, or MEMS, technologies for biomedical and imaging applications, and advanced packaging. Our Wafer Services include the manufacture of silicon-based analog and mixed-signal ICs for our end markets. Our focus on the differentiated analog ~~and mixed-signal~~ and complementary metal-oxide-semiconductor, or CMOS, markets supports long product life-cycles and requirements that value performance over cost-efficiencies, and leverages our portfolio IP.

Before we began independent operations, our fab was owned and operated by Cypress Semiconductor Corporation (“Cypress”) as a captive manufacturing facility for 20 years. We have leveraged the Cypress system, manufacturing technology and process development capabilities to advance our product offerings. We became an independent company in March 2017 when we were acquired by Oxbow Industries, LLC, or Oxbow, as part of a divestiture from Cypress. Our multi-year Foundry Service Agreement with Cypress, which ended in June 2020, created a runway for us to operate the foundry at a high utilization rate while continuing to expand and diversify the customer base transferred by Cypress. Cypress was acquired in April 2020 by Infineon Technologies AG (“Infineon”).

Factors and Trends Affecting our Business and Results of Operations

The following trends and uncertainties either affected our financial performance during the first ~~six~~three months of 2022 and 2021 or are reasonably likely to impact our results in the future.

■Macroeconomic and competitive conditions, including cyclicality and consolidation, affecting the semiconductor industry.

■The global economic climate, including the impact on the economy from geopolitical issues and the ongoing COVID-19 pandemic. Our business has been adversely affected by the effects of the COVID-19 pandemic. We implemented modifications to employee travel and employee work locations, as required, in some cases by federal, state and local authorities, which has had a negative impact on our employee productivity. As a result of the COVID-19 pandemic, one customer reduced its research and development expenditures with us, and a second customer experienced facility shutdowns which resulted in delays in project milestones, in each case negatively affecting our revenues. Because we have a manufacturing facility, we may be vulnerable to an outbreak of a new coronavirus or other contagious diseases. The effects of such an outbreak could include the temporary shutdown of our facilities, disruptions or restrictions on the ability to ship our products to our customers, as well as disruptions that may affect our suppliers. Any disruption of our ability to manufacture or distribute our products or of the ability of our suppliers to delivery key components on a timely basis could have material adverse effect on our ~~sales~~revenue and operating results. See “Risk Factors—The effects of the COVID-19 outbreak could adversely affect our business, results of operations, and financial condition” in our ~~Prospectus~~Annual Report on Form 10-K and our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for further information regarding the effects of the COVID-19 pandemic on our business.

■The impact of vaccine mandates on our workforce. In the U.S., the Food and Drug Administration issued emergency use authorization for COVID-19 vaccines and the government began extensive efforts to administer them. We have taken various steps to encourage and facilitate vaccination access for our employees, in accordance with federal guidance. We have provided flexibility for employees to get vaccinated, and strongly encouraged our workforce to take care of themselves and their colleagues. In September 2021, the White House issued an executive order and guidance from the Safer Federal Workforce Task Force broadly requiring many U.S.-based federal contractors to be fully vaccinated by December 8, 2021 (or to have an approved accommodation). In early November 2021, the federal government extended that deadline to January 18, 2022. On ~~April 18, 2020,~~December 7, 2021, a federal district judge issued an order, temporarily suspending the government from enforcing the federal contractor mandate. That order is on appeal. State and local governments are also taking actions related to the pandemic, imposing additional and varying requirements on industry. We have taken, and are continuing to take, steps to encourage our employees to be fully vaccinated (or to have an approved accommodation) to protect our workplace and to position us to comply with the executive order, guidance, and related contract terms, if and as necessary, as we ~~received proceeds of $6.5 million pursuant~~continue to evaluate the evolving situation and our customers’ requirements. Evolving government requirements, including regarding a ~~loan under~~vaccine mandate, along with the ~~Paycheck Protection Program, or PPP, under the terms~~broader impacts of the ~~Coronavirus Aid, Relief,~~continuing pandemic, could significantly impact our workforce and ~~Economic Security Act. PPP loan recipients can apply~~performance, as well as those of our suppliers, and result in costs that we may not be able to recover fully. We continue to take robust actions to protect the health, safety and well-being of our employees, and to serve our customers with continued performance. See “Risk Factors—Vaccination or testing mandates could have a material adverse impact on our

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business and results of operations” in our Annual Report on Form 10-K for ~~and be granted forgiveness for all or a portion~~discussion of risks associated with the ~~loan granted under the program. On June 10, 2021,~~potential adverse effects on our ~~PPP loan was forgiven.~~business.

■The Creating Helpful Incentives to Produce Semiconductors, or CHIPS, for America Act, in which the United States has committed to a renewed focus on providing incentives and funding for onshore companies to develop and advance the latest semiconductor technologies, supporting onshore manufacturing capabilities, and on

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strengthening key onshore supply chains. ~~However,~~The U.S. Senate passed broad competitiveness legislation on June 8, 2021, through the ~~timing~~U.S. Innovation and Competition Act, which includes $52 billion in federal investments for the domestic semiconductor research, design and manufacturing provisions in the CHIPS Act. The U.S. House of ~~when we may receive funding under this~~Representatives passed competitiveness legislation on February 4, 2022, through the America COMPETES Act, ~~is difficult to forecast.~~which also includes $52 billion in CHIPS Act investments. Both legislative chambers must reach agreement on, and pass, the joint competitiveness legislation before it can be signed into law by the President.

■Our overall level of indebtedness from our revolving credit agreement for up to $65 million, which we refer to as the Revolver, and a $39 million financing from the sale of the land and building representing our headquarters in Minnesota, which we refer to as the Financing, the corresponding interest rates charged to us by our lenders and our ability to access borrowings under the Revolver.

■Identification and pursuit of specific product and geographic market opportunities that we find attractive both within and outside the United States. We will continue to more effectively address these opportunities through research and development and allocation of additional ~~sales~~revenue and marketing resources.

■Material and other cost inflation. We strive for productivity improvements, and we implement increases in selling prices to help mitigate inflation. We expect the current economic environment will result in continuing price volatility and inflation for many of our raw materials. In addition, the labor market for skilled manufacturing remains tight and our labor costs have increased as a result.

■Supply chain disruptions impacting our business. We have experienced, and may continue to experience, supply chain disruption for substrates, chemicals and spare parts in addition to customer supply chain constraints that have negatively impacted our revenue.

Financial Performance Metrics

Our senior management team regularly reviews certain key financial performance metrics within our business, including:

■~~Net sales~~revenue and gross profit; and

■~~Earnings~~earnings before interest, taxes, depreciation and amortization, as adjusted, or adjusted EBITDA, which is a financial measure not prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, that excludes certain items that may not be indicative of our core operating results, as well as items that can vary widely across different industries or among companies within the same industry. For information regarding our non-GAAP financial measure, see the section entitled “—Non-GAAP Financial Measure” below.

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Results of Operations

~~Second~~First Quarter of ~~2021~~2022 Compared to ~~Second~~First Quarter of ~~2020~~2021

The following table summarizes certain financial information relating to our operating results for the ~~second~~first quarter of ~~2021~~2022 and for the ~~second~~first quarter of ~~2020.~~2021.


		Second Quarter Ended				Dollar Change					Percentage Change			First Quarter Ended					Dollar Change		Percentage Change
		July 4, 2021 (1)		June 28, 2020 (1)						April 3, 2022 (1)					April 4, 2021 (1)

		(in thousands)												(in thousands)
Consolidated Statement of Operations Data:	Consolidated Statement of Operations Data:												Consolidated Statement of Operations Data:
Net sales		$	41,189	$	30,759			$	10,430					34		%
Cost of sales		39,377		25,297		14,080					56	%
Gross profit		1,812		5,462		(3,650)					(67)	%
Revenue													Revenue	$	48,121		$	48,101	$	20	—	%
Cost of revenue													Cost of revenue	49,061			38,935		10,126		26	%
Gross profit (loss)													Gross profit (loss)	(940)			9,166		(10,106)		(110)	%
Research and development	Research and development	3,339		786		2,553					325	%	Research and development	2,282			1,927		355		18	%
Selling, general and administrative expenses	Selling, general and administrative expenses	15,415		6,921		8,494					123	%	Selling, general and administrative expenses	11,690			8,603		3,087		36	%
Change in fair value of contingent consideration	Change in fair value of contingent consideration	(942)		712		(1,654)					(232)	%	Change in fair value of contingent consideration	—			56		(56)		(100)	%
Operating loss		(16,000)		(2,957)		(13,043)					(441)	%
Operating income (loss)													Operating income (loss)	(14,912)			(1,420)		(13,492)		(950)	%
Other income (expense):	Other income (expense):												Other income (expense):
Paycheck Protection Program loan forgiveness		6,453		—		6,453					N/A
Change in fair value of warrant liability		—		(99)		99					(100)	%

Interest expense	Interest expense	(912)		(1,322)		410					(31)	%	Interest expense	(1,029)			(1,058)		29		(3)	%
Total other income (expense)	Total other income (expense)	5,541		(1,421)		6,962					490	%	Total other income (expense)	(1,029)			(1,058)		29		3	%
Loss before income taxes	Loss before income taxes	(10,459)		(4,378)		(6,081)					(139)	%	Loss before income taxes	(15,941)			(2,478)		(13,463)		(543)	%
Income tax (benefit) expense		(4,237)		915		(5,152)					(563)	%
Income tax expense (benefit)													Income tax expense (benefit)	(194)			(425)		231		(54)	%
Net loss	Net loss	(6,222)		(5,293)		(929)					(18)	%	Net loss	(15,747)			(2,053)		(13,694)		(667)	%
Less: net income attributable to non-controlling interests	Less: net income attributable to non-controlling interests	757		—		757					N/A		Less: net income attributable to non-controlling interests	859			758		101		13	%
Net loss attributable to SkyWater Technology, Inc.	Net loss attributable to SkyWater Technology, Inc.	$	(6,979)	$	(5,293)	$	(1,686)				(32)	%	Net loss attributable to SkyWater Technology, Inc.	$	(16,606)		$	(2,811)	$	(13,795)	(491)	%
Other Financial Data:	Other Financial Data:												Other Financial Data:
Adjusted EBITDA (2)	Adjusted EBITDA (2)	$	(804)	$	2,462	$	(3,266)				(133)	%	Adjusted EBITDA (2)	$	(4,836)		$	5,629	$	(10,465)	(186)	%

__________________

(1)The consolidated statements of operations are for the ~~second~~first quarter of ~~2021~~2022 and the ~~second~~first quarter of ~~2020.~~2021. The ~~second~~first quarter of ~~2021~~2022 and ~~2020~~2021 each contained 13 weeks.

(2)See “—Non-GAAP Financial Measure” for the definition of adjusted EBITDA and reconciliation to the most directly comparable GAAP measure.

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~~Six Months Ended July 4, 2021 Compared to Six Months Ended June 28, 2020~~Revenue

~~The following table summarizes certain financial information relating to our operating results for the six months ended July 4, 2021 and for the six months ended June 28, 2020.~~

Six Months Ended Dollar
Change Percentage
Change
July 4, 2021 (1) June 28, 2020 (1)
(in thousands)
Consolidated Statement of Operations Data:
Net sales $ 89,290 $ 67,663 $ 21,627 32 %
Cost of sales 78,312 55,777 22,535 40 %
Gross profit 10,978 11,886 (908) (8) %
Research and development 5,266 1,448 3,818 264 %
Selling, general and administrative expenses 24,018 12,554 11,464 91 %
Change in fair value of contingent consideration (886) 1,553 (2,439) (157) %
Operating loss (17,420) (3,669) (13,751) (375) %
Other income (expense):
Paycheck Protection Program loan forgiveness 6,453 — 6,453 N/A
Change in fair value of warrant liability — (240) 240 (100) %
Interest expense (1,970) (2,784) 814 (29) %
Total other income (expense) 4,483 (3,024) 7,507 248 %
Loss before income taxes (12,937) (6,693) (6,244) (93) %
Income tax (benefit) expense (4,662) (28) (4,634) (16,550) %
Net loss (8,275) (6,665) (1,610) (24) %
Less: net income attributable to non-controlling interests 1,515 — 1,515 N/A
Net loss attributable to SkyWater Technology, Inc. $ (9,790) $ (6,665) $ (3,125) (47) %
Other Financial Data:
Adjusted EBITDA (2) $ 4,825 $ 7,814 $ (2,989) (38) %

~~__________________~~

~~(1)The consolidated statements of operations are~~Revenue was $48.1 million for the first ~~six months~~quarter of ~~2021 and the first six months of 2020. The first six months of 2021 and 2020 each contained 26 weeks.~~

~~(2)See “—Non-GAAP Financial Measure” for the definition of adjusted EBITDA and reconciliation~~2022 compared to ~~the most directly comparable GAAP measure.~~

~~Net sales~~

~~Net sales increased $10.4 million, or 34%, to $41.2~~$48.1 million for the ~~second~~first quarter of ~~2021, from $30.8 million for~~2021. During the ~~second~~first quarter of ~~2020. Net sales~~2022, we signed a new contract with a significant wafer services customer. The new contract included increased ~~$21.6~~pricing terms and changed other terms, whereby revenue is recognized over time beginning in March 2022. As a result, we recorded revenue of $8.2 million or 32%, to $89.3 million for the six months ended July 4, 2021, from $67.7 million for the six months ended June 28, 2020. The increases were driven by continued momentum in sales of our Advanced Technology Services, primarily in the ~~aerospace and defense industry.~~first quarter of 2022 to account for recognition of wafer services activities in process at the date the contract was signed.

The following table shows ~~net sales~~revenue by services type for the ~~second~~first quarters of ~~2021~~2022 and ~~2020 and first six months of 2021 and 2020:~~2021:

Second Quarter Ended Six Months Ended
July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020
(in thousands)
Wafer Services $ 14,312 $ 10,896 $ 24,331 $ 24,214
Advanced Technology Services 26,877 19,863 64,959 43,449
Total $ 41,189 $ 30,759 $ 89,290 $ 67,663

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	First Quarter Ended				Dollar Change		Percentage Change
	April 3, 2022		April 4, 2021

	(in thousands)
Wafer Services	$	21,546	$	10,019	$	11,527	115	%
Advanced Technology Services	26,575		38,082		(11,507)		(30)	%
Total	$	48,121	$	48,101	$	20	0	%

The Wafer Services ~~sales~~revenue increase for the ~~second~~first quarter of ~~2021~~2022 reflects the ~~rebound~~$8.2 million impact from ~~2020 levels, driven primarily by~~recognition of in process wafers in March 2022 and continued demand in the IoT and automotive industries.

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The Advanced Technology Services ~~sales increases~~revenue decrease during the ~~second quarter of 2021 and~~ first ~~six~~three months of 2021 were driven by continued program expansion with existing customers and new program additions. Additionally, the second quarter and first six months of 2021 included $2.3 million and $15.4 million of sales recognized2022 was due to a decrease in the ~~first quarter~~amount of revenue recognized related to services ~~we provide~~ to qualify customer funded tool ~~technologies as our customers invest~~technologies. Tool revenue was $1.0 million during the first quarter of 2022 compared to $15.4 million during the first quarter of 2021. The decrease was partially offset by continued momentum in ~~our capabilities~~U.S. government activities, in partnership with SkyWater, to ~~expand our technology platforms.~~bolster the domestic semiconductor supply chain and strengthen the defense industrial base.

Gross profit (loss)

Gross profit (loss) decreased ~~$3.7~~$10.1 million, or ~~67%~~110%, to ~~$1.8 million for the second quarter of 2021, from $5.5 million for the second quarter of 2020. Gross profit decreased $0.9 million, or 8%, to $11.0~~$(0.9) million for the first ~~six months~~quarter of ~~2021,~~2022, from ~~$11.9~~$9.2 million for the first ~~six months~~quarter of ~~2020.~~2021. The ~~decreases were~~decrease was due to increased cost of ~~sales.~~revenue. The cost of ~~sales increases were~~revenue increase was driven by ~~increased~~more activities, labor inflation, supply chain constraints, and investments in our strategic platforms. Our labor costs increased as we ~~ramp up~~continued to hire at our Minnesota and Florida facilities to support increased ~~wafer output which typically has a lower margin than Advanced Technology Services, and investments~~activities. In addition to headcount increases, we are ~~making for long-term growth~~seeing wage inflation, similar to ~~build out our rad-hard and advanced packaging capabilities.~~others in the semiconductor industry. The labor market for skilled manufacturing remains tight ~~as the United States restarts the economy after the COVID-19 pandemic~~ and we have increased our average starting wage in our fabs to attract the best talent in the market. We also experienced higher prices for freight, substrates, equipment, spare parts, chemicals, and gases as we added additional sources at a higher cost to compliment the output from our primary suppliers and navigate supply chain challenges. The ~~cost of sales increases~~gross loss for the ~~second~~first quarter ~~and first six months~~ of ~~2021 also reflect the additional depreciation expense related to our foundry expansion in Minnesota.~~2022 includes increased equity-based compensation of $1.1 million.

Research and development

Research and development costs increased to ~~$3.3~~$2.3 million for the ~~second~~first quarter of ~~2021,~~2022, from ~~$0.8~~$1.9 million for the ~~second~~first quarter of ~~2020.~~2021. The increase of ~~$2.6~~$0.4 million, or ~~325%~~18%, was attributable to increased ~~equity-based compensation expense of $1.5 million; increased~~ personnel expense of ~~$0.6~~$0.2 million from our continued investment in internal personnel and external engineering support; and increased equipment, parts and supplies expense of $0.4 million. Research and development costs increased to $5.3 million for the first six months of 2021, from $1.4 million for the first six months of 2020. The increase of $3.8 million, or 264%, was attributable to increased equity-based compensation expense of ~~$1.5 million; increased personnel expense of $1.2 million; and increased equipment, parts and supplies expense of $0.8~~$0.2 million.

Selling, general and administrative expenses

Selling, general and administrative expenses increased to ~~$15.4~~$11.7 million for the ~~second~~first quarter of ~~2021,~~2022, from ~~$6.9~~$8.6 million for the ~~second~~first quarter of ~~2020.~~2021. The increase of ~~$8.5~~$3.1 million, or ~~123%~~36%, was attributable to increased equity-based compensation expense of ~~$4.4~~$1.8 million; ~~corporate conversion~~increased insurance expense of $1.2 million; and ~~IPO related costs of $1.5 million, which includes bonus awards granted to employees upon the completion of the IPO;~~ increased personnel expense of ~~$1.1~~$0.5 million due to the increase in headcount due to public company requirements and build out of strategic sales and business leadership induring the first ~~and second~~ quarter of ~~2021; increased insurance expense of $1.1 million; and executive transition expense of $0.4 million.~~

~~Selling, general and administrative expenses increased to $24.0 million for the first six months of 2021, from $12.6 million for the first six months of 2020.~~2022. The increase ~~of $11.5 million, or 91%,~~ was attributable to increased equity-based compensation expense of $3.9 million; increased personnel expense of $2.0 million due to the increase in headcount due to public company requirements and build out of strategic sales and business leadership in the first six months of 2021; increased insurance expense of $1.7 million; corporate conversion and IPO related costs of $1.5 million, which includes bonus awards granted to employees upon the completion of the IPO; increased information technology expense of $0.8 million; increasedpartially offset by decreased commission expenses of ~~$0.5 million due to increased net sales; and executive transition expense of $0.4~~$0.6 million.

~~Change in fair value of contingent consideration~~

Change in fair value of contingent consideration was $(0.9) million for the second quarter of 2021, compared to $0.7 million for the second quarter of 2020. Change in fair value of contingent consideration was $(0.9) million for the first six months of 2021, compared to $1.6 million for the first six months of 2020. We expect the revaluation of future estimated earn-out payments to Infineon and the corresponding change in fair value of the liability to remain at a lower level as we approach the end of the out-of-market royalty payments to Infineon for Advanced Technology Services sales.

~~Paycheck Protection Program Loan Forgiveness~~

On April 18, 2020, we received proceeds of $6.5 million pursuant to a loan from TCF Bank under the Paycheck Protection Program (the “PPP” Loan). Under the terms of the loan, recipients can apply for and be granted forgiveness for all or

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a portion of the loan granted under the program. During the second quarter of 2021, the PPP Loan was fully forgiven and $6.5 million was recorded as other income in the condensed consolidated statement of operations.

~~Change in fair value of warrant liability~~

Change in fair value of warrant liability was an expense of $0.1 million and $0.2 million for the second quarter and first six months of 2020. We had no similar expense during 2021 as the related warrants were repurchased in December 2020.

Interest expense

Interest expense decreased to ~~$0.9 million for the second quarter of 2021, from $1.3 million for the second quarter of 2020. Interest expense decreased to $2.0~~$1.0 million for the first ~~six months~~quarter of ~~2021,~~2022, from ~~$2.8~~$1.1 million for the first ~~six months~~quarter of ~~2020.~~2021. The ~~decreases~~decrease in interest expense ~~were~~was a result of lower debt balances, partially offset by higher interest rates on our Revolver ~~and the Financing~~ during the first ~~six~~three months of ~~2021~~2022 compared to the interest rates charged ~~on our previous line of credit and term loan~~ during the comparable prior year ~~periods.~~period.

Income tax ~~benefit~~expense (benefit)

~~The income~~Income tax benefit ~~increased~~decreased to ~~$4.2 million for the second quarter of 2021, from an expense of $0.9 million for the second quarter of 2020. The income tax benefit increased to $4.7~~$0.2 million for the first ~~six months~~quarter of ~~2021,~~2022, from a benefit of ~~$28,000~~$0.4 million for the first ~~six months~~quarter of ~~2020.~~2021. The effective income tax rate for the ~~second~~first quarter ~~and first six months~~ of ~~2021~~2022 was ~~a benefit of 40.5% and 36.0%~~1.2%, compared to ~~a benefit (expense)~~an effective income tax rate of ~~(20.9)% and 0.4%~~17.2% for the ~~second~~first quarter ~~and first six months~~ of ~~2020.~~2021. The effective income tax ~~benefit~~ rate applied to our pre-tax loss was ~~higher~~lower for the ~~second quarter~~first quarters of 2022 and ~~first six months of~~ 2021 than our statutory tax rate of 21% primarily due to the gain on the PPP Loan forgiveness, which is exempt from federal income taxation. For the three and six months ended June 28, 2020, the effective income tax rate applied to our pre-tax loss was lower than our statutory tax rate of 21% due to a deferred tax asset valuation ~~allowance, partially offset by excess tax benefits related to stock-based compensation expense.~~allowances.

Net income attributable to non-controlling interests

Net income attributable to non-controlling interests increased to $0.9 million for the first quarter of 2022, from $0.8 million for the first quarter of 2021. Net income attributable to non-controlling interests reflects the net income of the variable interest entity, or VIE, that we consolidate, representing the economic interest in the profits and losses of Oxbow Realty that the owners of our shareholders’ equity do not legally have rights or obligations to. ~~We began consolidating Oxbow Realty in the fourth quarter of 2020 and therefore have no similar presentation for the first and second quarters of 2020.~~

Adjusted EBITDA

Adjusted EBITDA decreased ~~$3.3~~$10.5 million, or ~~(133)%~~186%, to ~~$(0.8) million for the second quarter of 2021 from $2.5 million for the second quarter of 2020. Adjusted EBITDA decreased $3.0 million, or 38%, to $4.8~~$(4.8) million for the first ~~six months~~quarter of ~~2021~~2022 from ~~$7.8~~$5.6 million for the first ~~six months~~quarter of ~~2020.~~2021. The decrease in adjusted EBITDA during the ~~second~~first quarter ~~and first six months~~ of ~~2021~~2022 primarily reflects decreased gross profit due to increased labor and infrastructure costs as we continue to scale our business to meet the demands of our customers and the requirements of being a public ~~company, offset by a shift in mix to more profitable Advanced Technology Services sales.~~company. For a discussion of adjusted EBITDA as well as a reconciliation to the most directly comparable U.S. GAAP measure, see the section below entitled “—Non-GAAP Financial Measure.”

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Liquidity and Capital Resources

General

~~We measure liquidity in terms of~~Our ability to execute our operating strategy is dependent on our ability to ~~fund the cash requirements of~~continue to access capital through our ~~business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations~~Revolver and other sources of ~~funding.~~financing. Our current ~~working capital needs relate mainly~~business plans indicate that we will require additional liquidity to continue our operations for the next 12 months from the issuance of the consolidated financial statements. In response to this, we are in the process of implementing a plan to reduce operating costs to improve cash flow, which includes a reduction in spending and a delayed increase in personnel, and may require us to decrease our level of investment in new products and technologies, discontinue further expansion of our ~~operations, payment of amounts due under~~business, or scale back our contingent consideration liability, lease obligations and the normal operation of our business. Our ability to meet these working capital needs and grow our business will depend on many factors, including our future working capital needs, the evolution of our operating cash flows and our ability to secure additional sources of financing.

~~We had $64.1 million in~~existing operations. Management believes that its cash and cash equivalents ~~not including cash held by a variable interest entity that we consolidate, and availability under~~on hand, available borrowings on our Revolver, ~~of $28.9 million~~and these cost reduction measures, as ~~of July 4, 2021. We believe our operating cash flows, together with our cash on hand, cash received~~needed, will provide sufficient liquidity to fund its operations for the next 12 months from the ~~completion~~issuance of ~~our IPO~~the consolidated financial statements.

The Company has based this estimate on ~~April 23, 2021~~assumptions that may prove to be wrong, and ~~current availability under~~

~~Table~~its operating plan may change as a result of ~~Contents~~

~~the Revolver will be sufficient~~many factors currently unknown to meet our working capital and capital expenditure requirements for a period of at least 12 months. We may, however, need additional cash resources due to changed business conditions or other developments, including significant acquisitions, strategic capital investments and competitive pressures. We expect our capital expenditures and working capital requirements to continue to increase in the immediate future, as we seek to expand our business.it. To the extent that our current resources ~~including our ability~~and plans to ~~generate operating cash flows,~~reduce expenses are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. Our ability to do so depends on prevailing economic conditions and other factors, many of which are beyond our control. If

We had $6.2 million in cash and cash equivalents, not including cash held by a variable interest entity that we consolidate, and availability under our Revolver of $29.1 million as of April 3, 2022. However, we must maintain availability under the ~~needed financing is~~Revolver of at least $15 million in order to not ~~available,~~have to comply with the leverage ratio and fixed charge coverage ratio financial covenants contained in the Revolver with respect to the fiscal quarters ending on or ~~if the terms of financing are less desirable than we expect, we may be forced~~prior to decrease our level of investment in new products and technologies, discontinue further expansion of our business, or scale back our existing operations, which could have an adverse impact on our business and financial prospects.July 2, 2023.

Initial Public Offering

On April 23, 2021, we completed our IPO and issued 8,004,000 shares of common stock, including the underwriter’s exercise of their right to purchase additional shares, at an initial offering price to the public of $14.00 per share. We received net proceeds from the IPO of approximately $100.2 million, after deducting underwriting discounts and commissions and offering costs of approximately $11.9 million. We estimate that we utilized approximately $45 million of our IPO proceeds to pay down our revolving credit agreement, approximately $28 million of our IPO proceeds to fund capital expenditures, and approximately $27 million of our IPO proceeds to fund our operating activities.

Capital Expenditures

On July 26, 2021, we announced that our Board of Directors approved $56 million in strategic capital investments for expanding manufacturing capacity and technology capabilities at our Minnesota facility. The majority of this investment is targeted to expand capacity and capabilities at our Minnesota fab which is expected to increase overall output by at least 40% and to enable accelerated revenue growth. The remainder is focused on expediting our entry into the gallium nitride, ~~(GaN)~~or GaN, market, a promising technology for electric vehicles, 5G and consumer electronics, among others due to its properties that enable higher charging efficiencies, smaller ship size, and lighter weight for many applications. We believe SkyWater can fill the need for a US-based 200 mm foundry to offer technology services for GaN-based solutions expanding the serviceable market for our ~~Technology as a Service~~technology-as-a-serviceSM model. The strategic capital investment is a multi-year strategy and we invested approximately $15.8 million during 2021 and the first quarter of 2022.

For the first ~~six~~three months of ~~2021,~~2022, we spent approximately ~~$13.3~~$4.8 million on capital expenditures, including purchases of property, equipment and software. The majority of these capital expenditures relate to our foundry expansion in Minnesota, as discussed ~~above,~~below, and the development of our advanced packaging capabilities at the Center for NeoVation in Florida. We anticipate our cash on hand and the availability under our Revolver ~~and future cash flows from operations~~ will provide the funds needed to meet our customer demand and anticipated capital expenditures in ~~2021.~~2022.

We have various contracts outstanding with third parties in connection with the completion of a building expansion project to increase manufacturing capacity at our Minnesota facility. We have approximately ~~$15~~$10 million of contractual commitments outstanding as of ~~July 4, 2021~~April 3, 2022 that we expect to be paid in ~~2021,~~2022, through cash on hand and ~~operating cash flows.~~availability under our Revolver. On April 1, 2022, we commenced a finance lease for a nitrogen generator. The lease has a term of 15 years for total fixed payments of approximately $14 million.

Contingent Consideration

~~For~~We anticipate paying $0.8 million to settle the ~~first six months of 2021, we made cash payments of $6.1 million~~remaining obligation related to our contingent consideration royalty ~~liability. We estimate that we will pay between $3.9 million and $4.0 million on contingent consideration related to this~~ liability in the ~~future.~~first half of 2022. We anticipate our cash on hand and ~~cash flows from operations~~availability under our Revolver will provide the funds necessary to settle the contingent consideration royalty liability.

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Working Capital

Historically, we have depended on cash ~~flows from operations, cash~~ on hand, funds available under our ~~previous line of credit and term loan,~~Revolver, funds from the sale of our land and building in Minnesota, ~~funds~~cash flows from ~~our Revolver,~~operations, and in the future may depend on additional debt and equity financings, similar to our IPO, to finance our expansion strategy, working capital needs and capital expenditures. We believe that these sources of funds will be adequate to provide cash, as required, to support our strategy, ongoing operations, capital expenditures, lease obligations and working capital for at least the next 12 months. However, we cannot be certain that we will be able to obtain future debt or equity financings adequate for our cash requirements on commercially reasonable terms or at all.

As of ~~July 4, 2021,~~April 3, 2022, we had available aggregate undrawn borrowing capacity of approximately ~~$28.9~~$29.1 million under our Revolver. However, we must maintain availability under the Revolver of at least $15 million in order to not have to comply with the leverage ratio and fixed charge coverage ratio financial covenants contained in the Revolver with respect to the fiscal quarters ending on or prior to July 2, 2023. For the periods presented, our use of cash was primarily driven by our investing activities, and specifically by our investments in capital expenditures.

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The following table sets forth general information derived from our condensed consolidated statement of cash flows for the first ~~quarter~~three months of ~~2021~~2022 and ~~the first quarter of 2020:~~2021:

Six Months Ended
July 4, 2021 June 28, 2020
(in thousands)
Net cash (used in) provided by operating activities $ (30,811) $ 103,035
Net cash used in investing activities $ (13,255) $ (36,759)
Net cash provided by (used in) financing activities $ 101,233 $ (11,233)


	Three Months Ended
	April 3, 2022		April 4, 2021

	(in thousands)
Net cash used in operating activities	$	(10,792)	$	(8,424)
Net cash used in investing activities	$	(4,814)	$	(5,397)
Net cash provided by financing activities	$	9,124	$	10,601

First ~~Six Months~~Quarter of ~~2021~~2022 Compared to First ~~Six Months~~Quarter of ~~2020~~2021

Cash and Cash Equivalents

At ~~July 4, 2021~~April 3, 2022 and January ~~3, 2021,~~2, 2022, we had ~~$64.6~~$6.4 million and ~~$7.4~~$12.9 million of cash and cash equivalents, respectively, including cash of ~~$0.5~~$0.2 million and ~~$0.9~~$0.5 million, respectively, held by a variable interest entity that we consolidate.

Operating Activities

Cash flow from operations is driven by changes in the working capital needs associated with the various goods and services we provide, and expenses related to the infrastructure in place to support revenue generation. Working capital is primarily affected by changes in accounts receivable, accounts payable, accrued expenses, and deferred revenue, all of which tend to be related and are affected by changes in the timing and volume of work performed and our increased expenditures as a public company. Net cash used in operating activities was ~~$30.8~~$10.8 million during the first ~~six~~three months of ~~2021,~~2022, a decrease of ~~$133.8~~$2.4 million from ~~$103.0~~$8.4 million of cash ~~provided by~~used in operating activities during the first ~~six~~three months of ~~2020.~~2021. The decrease in cash provided by operating activities during the first ~~six~~three months of ~~2021~~2022 was driven primarily by aan increase in our costs as described in Gross profit (loss) above. Our operating cash flow was additionally impacted from the change in our working capital ~~accounts, specifically deferred revenue and accounts receivable.~~accounts. Deferred revenue decreased during the first ~~six~~three months of ~~2021~~2022 as we recognized revenue from customers who funded our building expansion during 2020. ~~Accounts receivable increased during the first six months of 2021 due to the timing of cash collected from customers.~~

Investing Activities

Capital expenditures are a significant use of our capital resources. These investments are intended to enable ~~sales~~revenue growth in new and expanding markets, help us meet product demand and increase our manufacturing efficiencies and capacity. During 2020, we had various contracts outstanding with third parties in connection with the construction of a building expansion project to increase manufacturing capacity at our Minnesota fab, a portion of which continues into 2021.

Net cash used in investing activities was ~~$13.3~~$4.8 million during the first ~~six~~three months of ~~2021,~~2022, a decrease of ~~$23.5~~$0.6 million from ~~$36.8~~$5.4 million during the first ~~six~~three months of ~~2020.~~2021. The decrease in cash used during the first ~~six~~three months of ~~2021~~2022 reflects decreased capital spending on property and equipment as we fully complete our foundry expansion project to increase manufacturing capacity at our Minnesota ~~facility, offset by $0.4 million of capital spending on software.~~facility.

Financing Activities

Net cash provided by financing activities was ~~$101.2~~$9.1 million during the first ~~six~~three months of ~~2021, an increase~~2022, a decrease of ~~$112.5~~$1.5 million from net cash ~~used in~~provided by financing activities of ~~$11.2~~$10.6 million during the first ~~six~~three months of ~~2020.~~2021. The ~~increase~~decrease in net cash provided by financing activities during the first ~~six~~three months of ~~2021~~2022 was driven by a decrease in net proceeds of our revolver, which amounted to $9.4 million during the ~~proceeds from~~first three months of 2022 compared to $13.0 million during the ~~IPO.~~first three

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months of 2021. The ~~increase~~decrease was ~~partially offset~~additionally driven by ~~cash paid for offering costs and~~a decrease in distributions to our ~~VIE.~~VIE and partially offset from proceeds from our employee stock purchase plan.

Indebtedness

~~Off-balance sheet arrangements~~

~~As of July 4, 2021, we had no material off-balance sheet arrangements.~~

~~Contractual Obligations~~

~~There have been no material changes to our contractual obligations as disclosed in our Prospectus.~~

Sale Leaseback Transaction

On September 29, 2020, we entered into an agreement to sell the land and building representing our primary operating location in Bloomington, Minnesota to Oxbow Realty, LLC, or Oxbow Realty, an entity controlled by our principal ~~owner~~stockholder for

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~~$39~~ $39 million, less applicable transaction costs of $1.5 million and transaction services fees paid to Oxbow Realty of $2.0 million and paid a guarantee fee to our principal ~~owner~~stockholder of $2.0 million. We subsequently entered into an agreement to lease the land and building from Oxbow Realty for initial payments of $0.4 million per month over 20 years. The monthly payments are subject to a 2% increase each year during the term of the lease.

We are also required to make certain customary payments constituting "additional rent," including certain monthly reserve, insurance and tax payments, in accordance with the terms of the lease. Due to our continuing involvement in the property, we are accounting for the transactions as a failed sale leaseback (a financing transaction). Under failed sale leaseback accounting, we are deemed the owner of the property with the proceeds received recorded as a financial obligation.

Revolving Credit Agreement

On December 28, 2020, we entered into an amended and restated revolving credit agreement with Wells Fargo, our Revolver, of up to $65 million that replaced our previous line of credit and term loan. Under the agreement, the facility is available on a revolving basis, subject to availability under a borrowing base consisting of a percentage of eligible accounts receivable, inventory and owned equipment. The Revolver is secured by a security interest in substantially all of our accounts receivable, inventory and equipment. The Revolver can be repaid and borrowed again at any time without penalty or premium until the maturity date of December 28, 2025. The Revolver is available for issuance of letters of credit to a specified limit of $10 million.

Under the Revolver, we can elect the base rate (greatest of the federal funds rate plus 0.5%, LIBOR for a one-month period plus 1%, or the institution’s prime rate) or LIBOR for a period of one, two, three or six months as selected by us, plus a margin depending on the amount of borrowings ~~outstanding “prime rate.”~~outstanding. We will also pay a commitment fee equal to 0.25% to 0.375% of the average commitment not utilized, depending on the amount not utilized. Interest payments are due monthly.

~~The~~On November 3, 2021, we entered into an amendment to the Revolver, ~~includes a~~effective as of October 1, 2021, to eliminate the requirement for us to comply with the leverage ratio financial covenant ~~that~~contained therein with respect to the fiscal quarters ending on or prior to July 2, 2023, so long as the remaining availability under the Revolver has equaled or exceeded $15 million. Certain financial covenants, including a fixed charge coverage ratio and leverage ratio, become applicable only if unused remaining availability falls below $15 million. As of April 3, 2022, our unused remaining availability was $29.1 million and we were in compliance with applicable financial covenants of the Revolver and expect to be in compliance with applicable financial covenants over the next twelve months. The fixed charge coverage ratio financial covenant requires us to maintain a fixed charge coverage ratio of at least 1.1 to 1.0 on a rolling twelve-month basis. The fixed charge coverage ratio included in our ~~revolving~~ credit agreement is defined as (A) earnings before interest, taxes, depreciation and amortization ~~or EBITDA,~~(“EBITDA”), less unfinanced capital expenditures, divided by (B) fixed charges, which are generally defined as cash interest and income taxes, scheduled principal payments on loans and contingent consideration arrangements, and restricted payments such as dividends. EBITDA, as defined, includes adjustments for such items as unusual gains or losses, equity-based compensation and management fees, as well as other adjustments. The ~~Revolver also includes a~~leverage ratio financial covenant ~~that~~ requires us to maintain a leverage ratio of no greater than ~~3.5~~3.0 to 1.0 on a rolling twelve-month basis measured quarterly. ~~On January 2, 2022, the ratio decreases to 3.0 to 1.0 through the remainder of the agreement.~~ The leverage ratio included in our ~~revolving~~ credit agreement is defined as our funded indebtedness as of the measurement date divided by our EBITDA for the twelve-month period as of the measurement date.

The Revolver contains covenants, including restrictions on indebtedness, liens, mergers, consolidations, investments, acquisitions, disposition of assets, and transactions with affiliates. Dividends, redemptions and other payments on equity (restricted payments) are limited to (1) restricted payments to the loan parties, and (2) declaring and making dividend payments or other distributions payable solely in capital stock. Customary events of default (with customary grace periods, notice and cure periods and thresholds) include payment default, breach of representation in any material respect, breach of certain covenants, default to material indebtedness, bankruptcy, ERISA violations, material judgments, change in control and termination or invalidity of guaranty or security documents.

~~The Revolver is secured by a security interest~~

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Contractual Obligations

There were no significant changes outside the ordinary course of business in ~~substantially all~~our contractual obligations from those disclosed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Material Cash Requirements” of our ~~accounts receivable, inventory and equipment. In connection with~~Annual Report on Form 10-K for the Revolver, we repaid all outstanding amounts owed under our previous term loan totaling $28.2 million of principal, accrued interest and prepayment penalties. Amounts owed under our previous line of credit totaling $2.8 million of principal and accrued interest were rolled over into the Revolver and our previous line of credit was discontinued. On December 28, 2020, we also repurchased the warrants held by the lender of our term loan for $14 million from our cash and cash equivalents.fiscal year ended January 2, 2022.

As of July 4, 2021, we were not in compliance with the fixed charge coverage ratio and the leverage ratio related to the Revolver. On August 1, 2021, we entered into an amendment to the Revolver that, effective as of August 1, 2021, amended the Revolver to eliminate the requirement for us to comply with those financial covenants as of July 4, 2021. Under the Revolver, as amended, we were in full compliance with the Revolver covenant requirements as of July 4, 2021.

JOBS Act

We qualify as an “emerging growth company” pursuant to the provisions of the JOBS Act. For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being

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required to comply with the auditor attestation requirements of Section ~~404(b)~~404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation.

The JOBS Act also permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use the extended transition period for complying with new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that comply with such new or revised accounting standards on a non-delayed basis.

Critical Accounting Policies and Estimates

~~Our discussion and analysis of financial condition and results of operations are based upon~~In connection with preparing our condensed consolidated ~~financial statements. The preparation of our~~ financial statements in accordance with U.S. GAAP, ~~requires us~~we are required to make assumptions and estimates about future events and ~~assumptions~~apply judgments that affect the reported amounts of assets, liabilities, revenue and ~~expenses.~~expense, and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time we prepare our condensed consolidated financial statements. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our condensed consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ materially from our assumptions and estimates.

On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, valuation of long-lived assets and inventory, share-based compensation and income taxes. We base our estimates and judgments on historical experience and on various other ~~assumptions~~factors that we believe ~~are~~to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and ~~we evaluate these estimates on an ongoing basis.~~liabilities that are not readily apparent from other sources. Actual results may materially differ from ~~those~~these estimates ~~impacting our reported results of operations and financial condition.~~under different assumptions or conditions.

There have been no material changes to our critical accounting policies and estimates disclosed in our ~~Prospectus. For more information, refer to “Note 3 —~~ ~~Summary~~Annual Report on Form 10-K for the year ended January 2, 2022, except as set forth below.

Revenue Recognition of ~~Significant Accounting Policies~~”New Wafer Services Contract

Revenue is recognized either over time as work progresses using an output measure or at a point-in-time, depending upon contract-specific terms and the pattern of transfer of control of the product or service to the ~~condensed consolidated financial statements~~customer. Due to the nature of our contracts, there can be judgment involved in determining the performance obligations that are included in the related contract. We analyze each contract to conclude what enforceable rights and obligations exist between us and our ~~Prospectus.~~customers. In doing so, we determine our unit of account by identifying the promises within the contract that are both (1) considered to be distinct and (2) distinct within the context of each contract.

In March 2022, we signed a new contract with a significant wafer services customer. Under the contract, orders are non-cancellable and we have an enforceable right to complete the orders and to payment for any finished or in-process wafers plus a reasonable margin. The wafers produced for that customer are highly customized and have no alternative use to us. Control of these wafers is deemed to transfer to the customer over time during the fabrication process, using the same measure of progress toward satisfying the promise to deliver the units to the customer. Consequently, the transaction price is recognized as revenue over time based on actual costs incurred in the fabrication process to date relative to total expected costs to produce all wafers beginning in March 2022. The contract terms and pricing is applicable to all in-process and future wafer. We recorded revenue of $8,230 in the first quarter of 2022 to account for recognition of wafer services activities in process at the date the contract was signed. Additionally, this change in the timing of revenue recognition reduced our work-in-process inventory and increased our unbilled receivables (contract assets) and cost of revenue. Under the previous contract with the significant customer, we were recognizing revenue at a point-in-time under a bill and hold arrangement as disclosed in our Annual Report on Form 10-K for the year ended January 2, 2022.

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Recent Accounting Pronouncements

For a description of our recently adopted accounting pronouncements and recently issued accounting standards not yet adopted, see “Note 3 — Summary of Significant Accounting Policies” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Non-GAAP Financial Measure

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. To supplement our condensed consolidated financials presented in accordance with U.S. GAAP, an additional non-GAAP financial measure is provided and reconciled in the following table.

We provide supplemental non-GAAP financial information that our management utilizes to evaluate our ongoing financial performance and provide additional insight to investors as supplemental information to our U.S. GAAP results. We use adjusted EBITDA to provide a baseline for analyzing trends in our business and to exclude certain items that may not be indicative of our core operating results. The use of non-GAAP financial information should not be considered as an alternative to, or more meaningful than, the comparable U.S. GAAP measure. In addition, because our non-GAAP measure is not determined in accordance with U.S. GAAP, it is susceptible to differing calculations, and not all comparable or peer companies may calculate their non-GAAP measures in the same manner. As a result, the non-GAAP financial measure presented in this Quarterly Report on Form 10-Q may not be directly comparable to similarly titled measures presented by other companies.

This non-GAAP financial measure should not be considered as an alternative to, or more meaningful than, net income determined in accordance with U.S. GAAP.

Adjusted EBITDA

Adjusted EBITDA is not a financial measure determined in accordance with U.S. GAAP. We define adjusted EBITDA as net income before interest expense, income tax provision (benefit), depreciation and amortization, equity-based compensation and certain other items that we do not view as indicative of our ongoing performance, including fair value changes in contingent consideration, ~~equity-based compensation, fair value changes in warrants and~~ management fees, inventory write-down, corporate conversion and IPO related costs, ~~PPP~~Paycheck Protection Program Loan forgiveness, SkyWater Florida start-up costs, net income attributable to non-controlling interests, and management transition expense.

We believe adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure. We exclude

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the items listed above from net income in arriving at adjusted EBITDA because these amounts can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income determined in accordance with U.S. GAAP. Certain items excluded from adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are reflected in adjusted EBITDA. Our presentation of adjusted EBITDA should not be construed as an indication that our results will be unaffected by the items excluded from adjusted EBITDA. In future fiscal periods, we may exclude such items and may incur income and expenses similar to these excluded items. Accordingly, the exclusion of these items and other similar items in our non-GAAP presentation should not be interpreted as implying that these items are non-recurring, infrequent or unusual, unless otherwise expressly indicated.

The following table presents a reconciliation of net income (loss) to adjusted EBITDA, our most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.

Second Quarter Ended Six Months Ended Quarter Ended
July 4, 2021 June 28, 2020 July 4, 2021 June 28, 2020
(in thousands)
Net loss attributable to SkyWater Technology, Inc. $ (6,979) $ (5,293) $ (9,790) $ (6,665)
Interest expense 912 1,322 1,970 2,784
Income tax benefit (4,237) 915 (4,662) (28)
Depreciation and amortization 6,854 4,314 13,336 8,639
EBITDA (3,450) 1,258 854 4,730
Paycheck Protection Program loan forgiveness (6,453) — (6,453) —
Corporate conversion and initial public offering related costs (1)
1,521 — 1,521 —
SkyWater Florida start-up costs (2)
504 — 504 —
Management transition expense (3)
435 — 435 —
Fair value changes in contingent consideration (4)
(942) 712 (886) 1,553
Equity-based compensation (5)
6,768 187 7,003 863
Fair value changes in warrants (6)
— 99 — 240
Management fees (7)
56 206 332 428
Net income attributable to non-controlling interests (8)
757 — 1,515 —
Adjusted EBITDA $ (804) $ 2,462 $ 4,825 $ 7,814

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	First Quarter Ended
	April 3, 2022		April 4, 2021

	(in thousands)
Net loss attributable to SkyWater Technology, Inc.	$	(16,606)	$	(2,811)
Interest expense	1,029		1,058
Income tax (benefit) expense	(194)		(425)
Depreciation and amortization	6,458		6,482
EBITDA	(9,313)		4,304


SkyWater Florida start-up costs (1)	402		—

Fair value changes in contingent consideration (2)	—		56
Equity-based compensation (3)	3,216		235

Management fees (4)	—		276
Net income attributable to non-controlling interests (5)	859		758
Adjusted EBITDA	$	(4,836)	$	5,629

__________________

(1)Represents expenses directly associated with the corporate conversion and IPO, such as professional, consulting, legal and accounting services. This also includes bonus awards granted to employees upon the completion of the IPO. These expenses are not indicative of our ongoing costs and were discontinued following the completion of our initial public offering.

~~(2)~~Represents start-up costs associated with our 200 mm advanced packaging facility in Kissimmee, Florida, which includes legal fees, recruiting expenses, retention awards and facility start-up expenses. These expenses are not indicative of our ongoing costs and will be discontinued following completion of the start-up of SkyWater Florida.

~~(3)Represents expense for the departure of our former Chief Administrative Officer, which includes primarily severance benefits.~~

~~(4)~~(2)Represents non-cash valuation adjustment of contingent consideration to fair market value during the period.

~~(5)~~(3)Represents non-cash equity-based compensation expense.

~~(6)Represents non-cash valuation adjustment of warrants to fair market value during the period.~~

~~(7)~~(4)Represents a related party transaction with Oxbow, our principal ~~financial investor.~~stockholder. As these fees are not part of the core business, ~~will~~did not continue after our IPO and are excluded from management’s assessment of the business, we believe it is useful to investors to view our results excluding these fees.

~~(8)~~(5)Represents net income attributable to our VIE, which was formed for the purpose of purchasing our land and building with the proceeds of a bank loan. Since depreciation and interest expense are excluded from net loss in our adjusted EBITDA financial measure, we also exclude the net income attributable to the VIE.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices. Currently, our market risks relate to potential changes in the fair value of our debt due to fluctuations in applicable market interest rates. In the future, our market risk exposure generally will be limited to those risks that arise in the normal course of business, as we do not engage in speculative, non-operating transactions, nor do we utilize financial instruments or derivative instruments for trading purposes.

Credit Risk

Financial instruments that potentially subject us to credit risk are cash and cash equivalents and accounts receivable. Cash balances are maintained in financial institutions, which at times exceed federally insured limits. We monitor the financial condition of the financial institutions in which our accounts are maintained and have not experienced any losses in such accounts. We perform ongoing credit evaluations as to the financial condition of our customers with respect to trade receivables. Generally, no collateral is required as a condition of sale. Our consideration of the need for an allowance for doubtful accounts is based upon current market conditions and other factors.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, our principal executive officer and principal financial officer, respectively, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~July 4, 2021.~~April 3, 2022.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted 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 controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our President and Chief Executive Officer and our Chief Financial

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Officer, to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures, our President and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of ~~July 4, 2021~~April 3, 2022 due to the material weaknesses in our internal control over financial reporting described below. In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, the condensed consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Previously Reported Material Weaknesses in Internal Control over Financial Reporting

As disclosed in ~~the section titled “Risk Factors”~~Item 9A. "Controls and Procedures" in our ~~Prospectus,~~Annual Report on Form 10-K for the year ended January 2, 2022, we previously identified material weaknesses in our internal control over financial reporting. As of ~~July 4, 2021,~~April 3, 2022, we have material weaknesses in components of the COSO framework, including the control environment and risk assessment due to our limited accounting and finance resources, which resulted in inappropriate preparation, review and maintenance of documentation and information that is critical to the design and consistent execution and monitoring of internal controls. We did not sufficiently design, implement, and maintain control activities related to the recording of revenue to sufficiently ~~capture and measure progress to complete~~assess the obligations for proper accounting, review of the completion of performance obligations and ~~recognize revenue as part~~recognition of ~~the monthly close process to support the accounting for certain contracts.~~revenue. These material weaknesses could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Remediation Plan

To address our material weaknesses, we ~~have hired and~~ are in the process of hiring additional qualified accounting and finance ~~personnel in~~personnel. In addition, ~~to formalizing~~we have developed a 2022 Sarbanes-Oxley 404 Remediation Plan which includes the various timing for implementation and documentation of policies, procedures and controls ~~and further evolving~~across all of our ~~accounting processes related the recognition of revenue.~~

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various processes.

While we believe that these efforts will improve our internal control over financial reporting, the design and implementation of our remediation is ongoing and will require validation and testing of the design and operating effectiveness of our internal controls over a sustained period of financial reporting cycles. The actions that we are taking are subject to ongoing senior management review, as well as audit committee oversight. We will not be able to conclude whether the steps we are taking will fully remediate the material weaknesses in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness. Until these weaknesses are remediated, we plan to continue to perform additional analyses and other procedures to ensure that our condensed consolidated financial statements are prepared in accordance with U.S. GAAP.

Changes in Internal Control Over Financial Reporting

As part of our remediation plan discussed above, we hired three additional resources and continued formalizing documentation of policies, procedures and controls and evaluating the implementation of new and existing controls during the quarter ended July 4, 2021. Such remediation actions were changesThere was no change in our internal control over financial reporting ~~identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act~~ that occurred during ~~the three months ended July 4, 2021~~our most recently completed fiscal quarter that ~~have~~has materially affected, or ~~are~~is reasonably likely to materially affect, our internal control over financial reporting. Management continues to implement the comprehensive remediation program to ensure that control deficiencies contributing to the material weakness are remediated and that our controls operate effectively.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition.

Item 1A. Risk Factors

This Quarterly Report on Form 10-Q should be read in conjunction with the risk factors included in Item 1A. “Risk Factors” our ~~Prospectus.~~Annual Report on Form 10-K for the year ended January 2, 2022. There have been no material changes to the risk factors disclosed under the heading “Risk Factors” in our ~~Prospectus.~~Annual Report on Form 10-K for the year ended January 2, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Unregistered Sales of Equity Securities~~

None.

~~Use of Proceeds from Initial Public Offering of Common Stock~~

On April 23, 2021, we completed our IPO in which we issued 8,004,000 shares of our common stock at a public offering price of $14.00 per share, which included 1,044,000 shares issued pursuant to the exercise by the underwriters of their over-allotment option (the “Over-Allotment Option”) at the IPO price, less the underwriting discount and commissions. The offer and sale of all of the shares in the IPO were registered under the Securities Act pursuant to the Company’s registration statement on Form S-1 (File No. 333-254580), as amended, which was declared effective by the SEC on April 20, 2021, and the Company’s registration statement on Form S-1 (File No. 333-255385) filed on April 20, 2021 pursuant to Rule 462(b) under the Securities Act. Jefferies LLC and Cowen and Company, LLC acted as the representatives of the several underwriters in our IPO.

Following the sale of the shares in connection with the April 23, 2021 closing of the IPO, the offering was terminated. We received aggregate net proceeds of $100.2 million, net of underwriting discounts and commissions of approximately $7.8 million and estimated offering expenses of approximately $4.1 million. None of such payments have been made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates. Since the closing of the IPO, we estimate that we have utilized approximately $15 million of our IPO proceeds to pay down our Revolver and approximately $7 million of our IPO proceeds to fund capital expenditures. We may also use a portion of the proceeds from the IPO for acquisitions or strategic investments in businesses or technologies, including $56 million in strategic capital investments for expanding manufacturing capacity and technology capabilities at our Minnesota facility which is

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~~expected to increase our output. There has been no material change in the expected use of the net proceeds from our IPO as described in our registration statement on Form S-1.~~

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On August 1, 2021, the Company and Wells Fargo Bank, National Association (“Wells Fargo”) entered into a Second Amendment to Amended and Restated Credit Agreement (the “Amendment”) that, effective as of July 3, 2021, amended the Company’s Amended and Restated Credit Agreement with Wells Fargo to eliminate the requirement for the Company to comply with the fixed charge coverage ratio and leverage ratio financial covenants contained therein as of July 4, 2021. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.None.

Item 6. Exhibits

The following is a list of all exhibits filed or furnished as part of this report:


Exhibit Number						Description

3.1						Certificate of Incorporation of SkyWater Technology, Inc. (incorporated by reference)

3.2						Bylaws of SkyWater Technology, Inc. (incorporated by reference)

10.1						~~Second Amendment to Amended~~Frame Agreement for the Purchase of Wafers and ~~Restated Credit Agreement,~~Services, dated ~~as of August 1, 2021, by and among Wells Fargo Bank, National Association, as administrative agent, SkyWater Technology, Inc.~~March 29, 2022, between Infineon Technologies AG and SkyWater Technology Foundry, Inc.

























31.1						Certification of the Chief Executive Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2						Certification of the Chief Financial Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*						Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2*						Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101.INS						Inline 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						XBRL Taxonomy Extension Schema Document

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						XBRL Taxonomy Extension Label Linkbase Document

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~+ Indicates a management contract or any compensatory plan, contract or arrangement.~~

~~Table of Contents~~

* The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	SkyWater Technology, Inc.

Date: ~~August 4, 2021~~May 18, 2022	By:	/s/ Thomas Sonderman
	Thomas Sonderman President and Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Steve Manko
	Steve Manko Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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	Three Months Ended June 28, 2020		Six Months Ended June 28, 2020

	(in thousands, except per unit data)
Numerator:
Net loss attributable to SkyWater Technology, Inc.	$	(5,293)	$	(6,665)
Denominator:
Weighted-average Class B preferred units outstanding, basic and diluted	18,000		18,000
Net loss per unit attributable to Class B preferred unitholders, basic and diluted	$	(0.29)	$	(0.37)


	Three Months Ended June 28, 2020
	Topic 606 Revenue
	Point-in-Time		Over Time		Revenue recognized from foundry services obligation		Total Revenue
Wafer Services	$	10,885	$	0	$	11	$	10,896
Advanced Technology Services
T&M	0		12,548		0		12,548
Fixed Price	0		7,315		0		7,315

Total Advanced Technology Services	0		19,863		0		19,863
Total revenue	$	10,885	$	19,863	$	11	$	30,759


	Six Months Ended July 4, 2021
	Topic 606 Revenue
	Point-in-Time		Over Time		Lease Revenue		Total Revenue
Wafer Services	$	24,331	$	0	$	0	$	24,331
Advanced Technology Services
T&M	0		21,484		0		21,484
Fixed Price	0		41,141		0		41,141
Other	0		0		2,334		2,334
Total Advanced Technology Services	0		62,625		2,334		64,959
Total revenue	$	24,331	$	62,625	$	2,334	$	89,290


	Six Months Ended June 28, 2020
	Topic 606 Revenue
	Point-in-Time		Over Time		Revenue recognized from foundry services obligation		Total Revenue
Wafer Services	$	23,815	$	0	$	399	$	24,214
Advanced Technology Services
T&M	0		31,954		0		31,954
Fixed Price	0		11,495		0		11,495
Other	0		0		0		0
Total Advanced Technology Services	0		43,449		0		43,449
Total revenue	$	23,815	$	43,449	$	399	$	67,663


	Amortization Expense
Remainder of 2021	$	842
2022	1,140
2023	800
2024	445
2025	445
Thereafter	357
Total	$	4,029


Remainder of 2021	$	497
2022	1,024
2023	1,060
2024	1,094
2025	33,820
Thereafter	33,534
Total	$	71,029


Remainder of 2021	$	2,378
2022	4,836
2023	4,932
2024	5,031
2025	5,132
Thereafter	89,350
Total lease payments	111,659
Less: imputed interest	(84,476)
Total	$	27,183


	Second Quarter Ended				Six Months Ended Quarter Ended
	July 4, 2021		June 28, 2020		July 4, 2021		June 28, 2020

	(in thousands)
Net loss attributable to SkyWater Technology, Inc.	$	(6,979)	$	(5,293)	$	(9,790)	$	(6,665)
Interest expense	912		1,322		1,970		2,784
Income tax benefit	(4,237)		915		(4,662)		(28)
Depreciation and amortization	6,854		4,314		13,336		8,639
EBITDA	(3,450)		1,258		854		4,730
Paycheck Protection Program loan forgiveness	(6,453)		—		(6,453)		—
Corporate conversion and initial public offering related costs (1)	1,521		—		1,521		—
SkyWater Florida start-up costs (2)	504		—		504		—
Management transition expense (3)	435		—		435		—
Fair value changes in contingent consideration (4)	(942)		712		(886)		1,553
Equity-based compensation (5)	6,768		187		7,003		863
Fair value changes in warrants (6)	—		99		—		240
Management fees (7)	56		206		332		428
Net income attributable to non-controlling interests (8)	757		—		1,515		—
Adjusted EBITDA	$	(804)	$	2,462	$	4,825	$	7,814