Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2022 | Mar. 07, 2022 | Jul. 02, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 2, 2022 | ||
Current Fiscal Year End Date | --01-02 | ||
Document Transition Report | false | ||
Entity File Number | 001-40345 | ||
Entity Registrant Name | SkyWater Technology, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 37-1839853 | ||
Entity Address, Address Line One | 2401 East 86th Street | ||
Entity Address, City or Town | Bloomington | ||
Entity Address, State or Province | MN | ||
Entity Address, Postal Zip Code | 55425 | ||
City Area Code | 952 | ||
Local Phone Number | 851-5200 | ||
Title of 12(b) Security | Common stock, par value $0.01 per share | ||
Trading Symbol | SKYT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 257.5 | ||
Entity Common Stock, Shares Outstanding (in shares) | 39,904,690 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of its fiscal year ended January 2, 2022 are incorporated by reference in Part III of this Annual Report on Form 10-K. | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001819974 | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Jan. 02, 2022 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | Minneapolis, Minnesota |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 12,917 | $ 7,436 |
Accounts receivable, net | 39,381 | 29,995 |
Inventories | 17,500 | 27,169 |
Prepaid expenses and other current assets | 3,854 | 11,972 |
Income tax receivable | 745 | 0 |
Total current assets | 74,397 | 76,572 |
Property and equipment, net | 180,475 | 178,078 |
Intangible assets, net | 3,891 | 4,561 |
Other assets | 4,835 | 3,998 |
Total assets | 263,598 | 263,209 |
Current liabilities: | ||
Current portion of long-term debt | 1,021 | 2,772 |
Accounts payable | 7,637 | 16,792 |
Accrued expenses | 17,483 | 25,496 |
Income taxes payable | 0 | 1,710 |
Current portion of contingent consideration | 816 | 8,904 |
Deferred revenue - current | 20,808 | 30,653 |
Total current liabilities | 47,765 | 86,327 |
Long-term liabilities: | ||
Long-term debt, less current portion and unamortized debt issuance costs | 58,428 | 69,828 |
Contingent consideration, less current portion | 0 | 1,996 |
Long-term incentive plan | 4,039 | 3,185 |
Deferred revenue - long-term | 88,094 | 95,399 |
Deferred income tax liability, net | 995 | 8,058 |
Other long-term liabilities | 4,350 | 0 |
Total long-term liabilities | 155,906 | 178,466 |
Total liabilities | 203,671 | 264,793 |
Commitments and contingencies | ||
Shareholders’ equity (deficit): | ||
Preferred stock, $0.01 par value per share (80,000,000 and zero shares authorized; zero issued and outstanding) | 0 | 0 |
Common stock, $0.01 par value per share (200,000,000 and zero shares authorized; 39,836,038 and zero shares issued and outstanding) | 398 | 0 |
Additional paid-in capital | 115,208 | 0 |
Common units (zero and 5,000,000 units authorized; zero and 3,057,344 units issued; zero and 2,107,452 outstanding) | 0 | 3,767 |
Accumulated deficit | (54,479) | (3,783) |
Total shareholders’ equity (deficit), SkyWater Technology, Inc. | 61,127 | (16) |
Non-controlling interests | (1,200) | (1,568) |
Total shareholders’ equity (deficit) | 59,927 | (1,584) |
Total liabilities and shareholders’ equity | 263,598 | 263,209 |
Class A Units | ||
Shareholders’ equity (deficit): | ||
Preferred units | 0 | 0 |
Class B Units | ||
Shareholders’ equity (deficit): | ||
Preferred units | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 02, 2022 | Apr. 14, 2021 | Jan. 03, 2021 |
Preferred stock, par value per share (in USD per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 80,000,000 | 80,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, par value per share (in USD per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 0 |
Common stock, shares issued (in shares) | 39,836,038 | 0 | |
Common stock, shares outstanding (in shares) | 39,836,038 | 0 | |
Common units authorized (in shares) | 0 | 5,000,000 | |
Common units issued (in shares) | 0 | 3,057,344 | |
Common units outstanding (in shares) | 0 | 2,107,452 | |
Class A Units | |||
Preferred units authorized (in shares) | 0 | 2,000,000 | |
Preferred units issued (in shares) | 0 | 0 | |
Preferred units outstanding (in shares) | 0 | 0 | |
Class B Units | |||
Preferred units authorized (in shares) | 0 | 18,000,000 | |
Preferred units issued (in shares) | 0 | 18,000,000 | |
Preferred units outstanding (in shares) | 0 | 18,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Revenue | $ 162,848 | $ 140,438 |
Cost of revenue: | ||
Cost of revenue, before inventory write-down | 156,878 | 117,746 |
Inventory write-down (Note 16) | 13,442 | 0 |
Total cost of revenue | 170,320 | 117,746 |
Gross profit (loss) | (7,472) | 22,692 |
Research and development | 8,747 | 4,208 |
Selling, general and administrative expenses | 43,595 | 25,032 |
Change in fair value of contingent consideration | (2,710) | 2,094 |
Operating loss | (57,104) | (8,642) |
Other income (expense): | ||
Paycheck Protection Program loan forgiveness | 6,453 | 0 |
Change in fair value of warrant liability | 0 | 780 |
Loss on debt extinguishment | 0 | (1,434) |
Interest expense | (3,542) | (5,499) |
Total other income (expense) | 2,911 | (6,153) |
Loss before income taxes | (54,193) | (14,795) |
Income tax expense (benefit) | (6,790) | 4,919 |
Net loss | (47,403) | (19,714) |
Less: net income attributable to non-controlling interests | 3,293 | 903 |
Net loss attributable to SkyWater Technology, Inc. | $ (50,696) | $ (20,617) |
Net loss per unit, basic (in USD per share) | $ (1.76) | |
Net loss per unit, diluted (in USD per share) | $ (1.76) | |
Weighted average units used in computing net loss per unit, basic (in shares) | 29,038,174 | |
Weighted average units used in computing net loss per unit, diluted (in shares) | 29,038,174 | |
Class B Units | ||
Other income (expense): | ||
Net loss per unit, basic (in USD per share) | $ (1.15) | |
Net loss per unit, diluted (in USD per share) | $ (1.15) | |
Weighted average units used in computing net loss per unit, basic (in shares) | 18,000,000 | |
Weighted average units used in computing net loss per unit, diluted (in shares) | 18,000,000 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Capital UnitsClass A Units | Capital UnitsClass B Units | Capital UnitsCommon Units | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total Shareholders’ Equity (Deficit), SkyWater Technology, Inc. | Non-controlling Interests |
Beginning balance (in shares) at Dec. 29, 2019 | 0 | 18,000,000 | 0 | 0 | 0 | |||||
Beginning balance at Dec. 29, 2019 | $ 24,167 | $ 0 | $ 0 | $ 7,333 | $ 0 | $ 0 | $ 0 | $ 16,834 | $ 24,167 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Unit-based compensation | 488 | $ 488 | 488 | |||||||
Exercise of common unit options (in shares) | 3,053,000 | |||||||||
Exercise of common unit options | 31 | $ 31 | 31 | |||||||
Repurchase of common units (in shares) | (950,000) | |||||||||
Repurchase of common units | (4,085) | $ (4,085) | (4,085) | |||||||
Issuance of restricted common units (in shares) | 5,000 | |||||||||
Distribution to VIE member | (2,471) | (2,471) | ||||||||
Net income (loss) | (19,714) | (20,617) | (20,617) | 903 | ||||||
Ending balance (in shares) at Jan. 03, 2021 | 0 | 18,000,000 | 2,108,000 | 0 | 0 | |||||
Ending balance at Jan. 03, 2021 | (1,584) | $ 0 | $ 0 | $ 3,767 | $ 0 | $ 0 | 0 | (3,783) | (16) | (1,568) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Unit-based compensation | $ 5 | $ 5 | 5 | |||||||
Exercise of common unit options (in shares) | 0 | |||||||||
Other (in shares) | (2,000) | |||||||||
Corporate conversion (in shares) | 18,000,000 | 2,106,000 | 31,056,000 | |||||||
Corporate conversion | $ 0 | $ 3,772 | $ 311 | 3,461 | ||||||
Issuance of common stock sold in initial public offering (in shares) | 8,004,000 | |||||||||
Issuance of common stock sold in initial public offering, net of issuance costs | 100,162 | $ 80 | 100,082 | 100,162 | ||||||
Issuance of common stock pursuant to equity compensation plans (in shares) | 776,000 | |||||||||
Issuance of common stock pursuant to equity compensation plans | $ 7 | (7) | ||||||||
Stock-based compensation | 11,672 | 11,672 | 11,672 | |||||||
Distribution to VIE member | (2,925) | (2,925) | ||||||||
Net income (loss) | (47,403) | (50,696) | (50,696) | 3,293 | ||||||
Ending balance (in shares) at Jan. 02, 2022 | 0 | 0 | 0 | 0 | 39,836,000 | |||||
Ending balance at Jan. 02, 2022 | $ 59,927 | $ 0 | $ 0 | $ 0 | $ 0 | $ 398 | $ 115,208 | $ (54,479) | $ 61,127 | $ (1,200) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (47,403) | $ (19,714) |
Adjustments to reconcile net loss to net cash flows (used in) provided by operating activities: | ||
Depreciation and amortization | 27,368 | 18,866 |
Inventory write-down | 13,442 | 0 |
Long-term incentive and stock-based compensation | 12,533 | 2,640 |
Amortization of debt issuance costs included in interest expense | 621 | 1,661 |
Gain on Paycheck Protection Program loan forgiveness | (6,453) | 0 |
Gain on sale of property and equipment | (2,012) | (1,124) |
Change in fair value of contingent consideration | (2,710) | 2,094 |
Cash paid for contingent consideration in excess of initial valuation | (7,374) | (7,296) |
Deferred income taxes | (7,063) | 2,387 |
Non-cash revenue related to customer equipment | (2,481) | 0 |
Foundry services obligation | 0 | (3,732) |
Loss on debt extinguishment | 0 | 1,434 |
Change in fair value of warrant liability | 0 | (780) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (9,387) | 31,452 |
Inventories | (3,773) | (11,175) |
Prepaid expenses and other assets | 5,098 | (9,411) |
Accounts payable | (5,912) | 483 |
Accrued expenses | (569) | 11,601 |
Deferred revenue | (17,150) | 74,578 |
Income tax payable and receivable | (2,455) | 2,231 |
Net cash (used in) provided by operating activities | (55,680) | 96,195 |
Cash flows from investing activities: | ||
Purchase of software and licenses | (1,220) | (4,085) |
Proceeds from sale of property and equipment | 2,159 | 1,676 |
Purchases of property and equipment | (30,762) | (85,768) |
Net cash used in investing activities | (29,823) | (88,177) |
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 | (1,867) | (2,183) |
Proceeds from Financing | 0 | 39,000 |
Proceeds from Paycheck Protection Program loan | 0 | 6,453 |
Repayment of term loan | 0 | (38,270) |
Cash paid for term loan extinguishment | 0 | (405) |
Net repayment on line of credit | 0 | (12,380) |
Net repayment on Revolver | (6,081) | |
Net repayment on Revolver | 32,303 | |
Repayment of Financing | (990) | 0 |
Cash paid for capital leases | (1,115) | 0 |
Cash paid for debt issuance costs | (250) | (5,182) |
Repurchase of warrants | 0 | (14,000) |
Repurchase of common units | 0 | (4,085) |
Cash paid for contingent consideration | 0 | (3,998) |
Proceeds from exercise of common unit options | 0 | 31 |
Distributions to VIE member | (2,925) | (2,471) |
Net cash provided by (used in) financing activities | 90,984 | (5,187) |
Net change in cash and cash equivalents | 5,481 | 2,831 |
Cash and cash equivalents - beginning of period | 7,436 | 4,605 |
Cash and cash equivalents - end of period | 12,917 | 7,436 |
Supplemental disclosure of cash flow information: | ||
Interest | 2,738 | 4,444 |
Income taxes | 2,923 | 149 |
Noncash investing and financing activity: | ||
Capital expenditures incurred, not yet paid | 2,168 | 15,614 |
Equipment acquired through capital lease obligations | $ 3,511 | $ 0 |
Nature of Business
Nature of Business | 12 Months Ended |
Jan. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 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 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we are (1) no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. We will remain an emerging growth company until the earliest of (1) the last day of the first fiscal year (A) following the fifth anniversary of the completion of our initial public offering, (B) in which our total annual gross revenue is at least $1.07 billion or (C) when we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th or (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. 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 9 – 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. Shares of 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 $100,162 after deducting underwriting discounts and commissions of $7,844 and offering costs of approximately $4,050. We have used the proceeds from the IPO to pay down our revolving credit facility, fund capital expenditures, and fund our operating activities. 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. The strategic capital investment is a multi-year strategy and we invested approximately $13,800 during the year ended January 2, 2022. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 12 Months Ended |
Jan. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements are presented in thousands of U.S. dollars (except unit and per unit information) in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation Our 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”), 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 consolidated statements of operations, shareholders’ equity (deficit) and cash flows are for the years ended January 2, 2022 and January 3, 2021. Our fiscal year ends on the Sunday closest to the end of the calendar year. The years ended January 2, 2022 and January 3, 2021 contained 52 weeks and 53 weeks, respectively. Reclassifications Prior year amounts related to selling and marketing expenses and general and administrative expenses were combined to conform to the current year's presentation of selling, general and administrative expenses. This combination of expenses had no effect on our reported financial position or results of operations. Use of Estimates The preparation of our 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 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 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 impact of 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 year ended January 2, 2022, prior to our IPO, 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 year ended January 3, 2021, we did not apply the two-class method since only Class B preferred units were the lowest level of equity subordination until common units were issued in December 2020. 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 year ended January 2, 2022 was retrospectively adjusted to reflect the conversion akin to a split-like situation. 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 year, 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 years ended January 2, 2022 and January 3, 2021, 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 January 2, 2022 and January 3, 2021, there were restricted stock units and stock options totaling 2,731,000 and 2,329,000, respectively, excluded from the computation of diluted weighted-average because their inclusion would have been anti-dilutive. The following table sets forth the computation of basic and diluted net loss per common share for the year ended January 2, 2022: Year Ended (in thousands, except per share data) Numerator: Net loss attributable to SkyWater Technology, Inc. $ (50,696) Undistributed preferred return to Class B preferred unitholders (398) Net loss attributable to common shareholders $ (51,094) Denominator: Weighted-average common shares outstanding, basic and diluted (1) 29,038 Net loss per common share, basic and diluted $ (1.76) (1) The weighted-average common shares outstanding for the year ended January 2, 2022 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 year ended January 2, 2022. The following table sets forth the computation of basic and diluted net loss per unit attributable to Class B preferred unitholders for the year ended January 3, 2021. Year Ended (in thousands, except per unit data) Numerator: Net loss attributable to SkyWater Technology, Inc. $ (20,617) Denominator: Weighted-average Class B preferred units outstanding, basic and diluted 18,000 Net loss per unit attributable to Class B preferred unitholders, basic and diluted $ (1.15) 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 Osceola for a period of at least 23 years for a lease payment of $1.00 per year. During the period of the CfN Lease, 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 find 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 for the CfN Lease as a lease. Given the nominal minimum lease payments required under the lease, the impact to our consolidated balance sheets was insignificant. As we perform under the agreements, expenses we incur and any revenue we are able to generate from the operations of CfN will be included in our consolidated statements of operations as they are incurred or earned. If we are able to reach and maintain full capacity in the CfN for a minimum period of 20 years, Osceola will convey the land, buildings and equipment to us for no consideration at the end 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 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. Operating Segment and Geographic 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 one operating segment. See Note 4 – Revenue, for disclosure of revenue by country. All of our long-lived assets are located in the United States. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Jan. 02, 2022 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | Summary of Significant Accounting Policies Cash and Cash Equivalents All highly liquid debt instruments purchased with an original maturity of three months or less are considered to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed federally insured limits. We have not experienced any losses in our deposit accounts. Accounts Receivable Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Management determines the need for an allowance for doubtful accounts by identifying troubled accounts. Accounts receivable are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. We did not have an allowance for doubtful accounts at January 2, 2022 or January 3, 2021. Inventories Inventories consist of wafer raw materials, work in process, and supplies and spare parts. Cost is determined on the first-in, first-out basis. Raw materials are stated at weighted-average cost, while work in process inventory is stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. When net realizable value (which requires projecting future average selling prices, sales volumes, and costs to complete products in work in process inventories) is below cost, we record a charge to cost of goods sold to write down inventories to their estimated net realizable value in advance of when inventories are actually sold. Supplies and spare parts are measured at cost and expensed when utilized. Supplies and spare parts are classified as inventory if expected use is within one year. Supplies and spare parts not expected to be used within one year are classified as other assets in our consolidated balance sheets. As discussed in Note 16 – Inventory Write-down , the write-down of inventory which we were contracted to manufacture for a specific customer is recorded separately in our consolidated statement of operations within cost of revenue. All other write-downs of our inventory are recorded within the caption Cost of revenue. Deferred Offering Costs Prior to the IPO, deferred offering costs were capitalized and consisted of fees incurred in connection with the anticipated sale of our common stock and included legal, accounting, printing, and other IPO-related costs. The balance of deferred offering costs included within prepaid assets and other current assets at January 3, 2021 was $2,183. Upon completion of the IPO, these deferred costs totaling $4,050 were reclassified to equity and recorded against the proceeds from the offering. Property and Equipment Property and equipment acquired in the normal course of business are initially recorded at cost. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When equipment is sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in our consolidated statement of operations. Depreciation has historically been computed using the straight-line method over the estimated useful lives of the assets which are generally seven In December 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 was not material to our reported net loss per share for the year ended January 2, 2022. Intangible Assets Our intangible assets consist of a customer list, recorded at fair value in connection with our acquisition of the business from Cypress Semiconductor Inc. (“Cypress”), and software and licenses, initially recorded at cost. Amortization is computed using the straight-line method over an estimated useful life of 4.25 years for the customer list, which is fully depreciated as of January 2, 2022, and 3 to 6 years for software and licenses. Impairment of Long-Lived Assets We review our long-lived assets, including property and equipment and intangible assets, to determine potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability is measured by comparing the carrying amount of the asset group with the future undiscounted cash flows the assets are expected to generate. Due to our history of operating losses and uncertainty with forecasts, we utilized third-party appraisers to assess the estimated fair value of our long-lived asset group. If such assets are considered impaired, an impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of long-lived assets. Management determined that there was no impairment of long-lived assets during the years ended January 2, 2022 and January 3, 2021. Deferred Debt Issuance Costs Deferred debt issuance costs consist of costs incurred in relation to obtaining our financing and revolving credit facility. These costs are amortized over the life of the related agreements using the effective interest method for our financing and the straight-line method for our revolving credit facility. The amortization of these costs is included in interest expense. The unamortized debt issuance costs and debt discount are presented as a direct reduction from the outstanding borrowings in our consolidated balance sheet. Unamortized deferred debt issuance costs and debt discount at the time of an extinguishment of debt are charged to interest expense, as are third party costs of a modification. Contingent Consideration In connection with our acquisition of the business from Cypress, the purchase price of the acquisition was allocated to assets acquired and liabilities assumed and did not result in any goodwill being recorded. We recorded a contingent consideration liability of $24,900 for the future estimated earn-out/royalties owed on Advanced Technology Services revenues, at fair value as of the acquisition date in March 2017. For each reporting period thereafter, we revalued future estimated earn-out payments and recorded the changes in fair value of the liability in our consolidated statements of operations. The royalties represented a declining percentage of revenue generated by the sale of Advanced Technology Services through 2021, and were paid quarterly. Royalties of $7,374 and $11,294 were paid during the years ended January 2, 2022 and January 3, 2021, respectively. During the same periods, we recorded royalty expense (benefit) of $(2,710) and $2,094 to reflect the change in fair value of the contingent consideration obligation in our consolidated statements of operations. The last remaining amounts owed to Cypress related to contingent consideration will be paid in fiscal 2022. Foundry Services Obligation The foundry services agreement (“FSA”) obligation relates to a take-or-pay supply contract for us to provide semiconductor wafers to our main customer for a period of 40 months starting March 1, 2017, the date we acquired the business from Cypress. The contract obligation results from fixed pricing in the supply contract and a deferred volume discount that were determined to be out of market. The fair value of the FSA was estimated to be an obligation of $26,200, as of March 1, 2017, using the income approach and is not subsequently remeasured. The volume discount portion of the liability is recognized as revenue to offset the volume discounts made by us, while the fixed priced portion of the liability is amortized to revenue monthly using the straight-line method. The FSA obligation ended in June 2020. Variable Interest Entities We evaluate whether an entity is a VIE based on the sufficiency of the entity’s equity at risk and by determining whether the equity holders have the characteristics of a controlling financial interest. To determine if we are the primary beneficiary of a VIE, we assess whether we have the power to direct the activities that most significantly impact the economic performance of the entity as well as the obligation to absorb losses or the right to receive benefits that may be significant to the entity. These determinations are both qualitative and quantitative, and they require us to make judgments and assumptions about the entity’s forecasted financial performance and the volatility inherent in those forecasted results. We regularly review all existing entities for events that may result in an entity becoming a VIE or us becoming the primary beneficiary of an existing VIE. See Note 17 – Variable Interest Entities . Non-controlling interests reported in shareholders’ equity (deficit) on the consolidated balance sheets represent the ownership interests in the consolidated VIE held by entities or persons other than CMI. Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. To recognize revenues, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenues when or as we satisfy a performance obligation. We account for a contract when it has approval and commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. At contract inception, we apply judgment in determining the customer’s ability and intention to pay amounts entitled to us when due based on a variety of factors including the customer’s historical payment experience. See below and Note 4 – Revenue , for further discussion of our revenue characteristics. Performance Obligations We primarily derive revenue from two sources: the sale of wafers (Wafer Services) and the sale of non-recurring engineering services (Advanced Technology Services). Wafer Services Wafers are goods that are generally customer specific, highly customized and have no alternative use to us. For most of our contracts, we have determined that we do not have an enforceable right to obtain payment for performance completed to date plus a reasonable margin should a customer cancel an incomplete contract for reasons other than a failure by us to perform as promised. Accordingly, revenue from the sale of wafers is recognized at a point in time when control of the goods is transferred to the customer, which occurs upon shipment or receipt by the customer, depending on the contract terms. For a significant wafer services customer due to a change in contract terms, we began recognizing revenue under a bill and hold arrangement during the year ended January 2, 2022, whereby the customer requested and agreed to purchase product to be delivered at a later date. Under this arrangement, control transfers to the customer when the product is ready for delivery, which occurs upon completion of electrical testing, but prior to shipment to the location, and at the timing, designated by the customer. The product is separately identified as belonging to the customer, the product is ready for shipment to the customer in its current form, and we do not have the ability to direct the product to a different customer. Upon completion of electrical testing, we have the right to invoice the customer, the customer obtains legal title, and the customer has the significant risks and rewards of ownership. Invoices are generally issued upon shipment of the goods (or completion of electrical testing) and payable within 30 days. For those contracts where we have determined that we do have an enforceable right to obtain payment for performance completed to date plus a reasonable margin, revenue is recognized over time using an input method based on costs incurred, which faithfully depicts the progress to meet our obligations under the contract. Advanced Technology Services Our Advanced Technology Services result in the customer simultaneously receiving and consuming the benefits provided by our performance because the customer has contractual rights to obtain the engineering, design and development processes in progress and could complete the services on their own or through a third party. Thus, revenue is recognized over time as we perform. Revenue from the sale of Advanced Technology Services is generated from two types of contracts: 1) Time-and-materials contracts (“T&M”) - Under T&M contracts, revenue is recognized over time using the right to invoice practical expedient, as the invoiced amount reflects the value transferred to the customer for performance completed to date for which we have a right to payment. Invoices are generally issued monthly and payable within 30 days. 2) Fixed priced research and development contracts (“Fixed Price”) - For Fixed Price contracts, revenue is recognized over time using an output method based on surveys of performance completed to date or contractual milestones if they correlate directly with the progress to satisfy our performance obligation. We have an enforceable right to payment for the performance of work completed up to contractually agreed upon milestones. Invoices are issued based on the milestones outlined in the contract, which are generally payable within 30 days. We generally expense incremental costs of obtaining a contract when the amortization period would be less than one year. We made an accounting policy election to exclude from the measurement of revenues any sales or similar taxes collected from customers. We also elected to include freight and handling costs in cost of revenue and treat shipping, after control transfers to the customer, as a fulfillment activity. In the normal course of business, we do not accept product returns unless the item is defective as manufactured. We generally warrant our products against defects for a period of one year and that product warranty is generally limited to a refund of the original purchase price of the product or a replacement. We do not offer an incremental service-type warranty on a standalone basis apart from providing assurance that the product will function as intended. Warranty returns have been historically insignificant and as such no allowance for future returns is recorded in the financial statements. Advertising Costs We expense advertising costs as they are incurred. Advertising expense for the years ended January 2, 2022 and January 3, 2021 totaled $107 and $268, respectively. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include all costs incurred related to internal technology and process improvements and non-customer funded technology transfers. Licensed Technology We license technology and pay royalties based on the revenue of the related products sold by us. Royalties are expensed as incurred and included in cost of revenue in our consolidated statements of operations. Share-Based Compensation Compensation cost under our share-based compensation plans is measured at the grant date based on the fair value of the award, and is recognized as expense over the requisite service period. Forfeitures reduce compensation expense in the period they occur. We use the Black-Scholes option-pricing model to measure the grant-date-fair-value of awards. The Black-Scholes model requires certain assumptions to determine an award’s fair value, including expected term, risk-free interest rate, expected volatility, expected dividend yield and fair value of underlying unit of equity to which the award relates. Income Taxes We are taxed as a C corporation. Income taxes are accounted for under the liability method. Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. We recognize interest and penalties within interest expense and income tax expense, respectively, in our consolidated statement of operations. Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (“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 will adopt the new standard on January 3, 2022 for our year ending January 1, 2023. We do not expect the adoption of Topic 842 will have a material impact on our consolidated financial statements. 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 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 consolidated financial statements. |
Revenue
Revenue | 12 Months Ended |
Jan. 02, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue On March 6, 2020, we executed a contract for total consideration of $32,431 that includes the sale of equipment and the right to use of a portion of our existing facility to produce wafers using the customer’s equipment. We determined that the contract had one performance obligation related to the sale of the equipment to the customer and the installation of the customer’s equipment in our facility, and a lease component for the right to use our facility. The contractual amounts that relate to revenue from contracts with customers and the lease were $11,431 and $21,000, respectively. We allocated the consideration to the equipment based on estimated standalone selling prices. We are recognizing the revenue allocated to the equipment at the point in time in which control passes to the customer. We are recognizing revenue from the lease component over the estimated term of the lease – or 4.5 years. During 2019, we signed a long-term contract for $79,783 that includes funding for additional manufacturing capacity (expansion of existing facilities and the purchase of new equipment). On March 17, 2020, we executed a contract modification to amend this contract for additional consideration of $25,642. Under the original contract, the customer (1) has a first right of refusal to future manufacturing capacity and product that is discounted over a period of approximately five years, which represents a material right and (2) purchased certain Advanced Technology Services. Advanced Technology Services will be completed over a period of approximately two years and revenue allocated to the Advanced Technology Services performance obligation are recognized over time as the performance obligation is satisfied. Consideration allocated to the material right will be recognized when or as the options are exercised or expire, which is expected to occur over the estimated period in which the customer can exercise its option and benefit from purchasing discounted product. The customer, therefore, has a right to acquire a finite number of goods at a discount over the five-year period and such right is either exercised or expires over that term. Our customer’s ability to exercise its option to acquire product at a discount will begin once the expansion is completed and continue for a period of approximately five years. Through the 2020 modification, the customer executed options for additional equipment commitments that we will own, which will increase our capacity to provide discounted product, and to extend the material right within the contract from five BRIDG In connection with the TED Agreement and CfN Lease as discussed in Note 2 – Basis of Presentation and Principles of Consolidation–Center for NeoVation , we executed the LOA pursuant to which we agreed to provide engineering and test wafer services as requested by BRIDG based on our standard hourly and activity-based rates, which we are accounting for as revenue over time as we perform. In addition, we agreed to provide BRIDG access to the cleanrooms in the facilities that are subject to the TED Agreement and the CfN Lease for an access fee of approximately $15,000, less facility expenses incurred by BRIDG of approximately $1,650. We are accounting for 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. Disaggregate Revenue The following table discloses revenue by product type and the timing of recognition of revenue for transfer of goods and services to customers: Year Ended January 2, 2022 Topic 606 Revenue Point-in-Time Over Time Lease Revenue Total Revenue Wafer Services $ 51,157 $ — $ — $ 51,157 Advanced Technology Services T&M — 48,318 — 48,318 Fixed Price — 58,705 — 58,705 Other — — 4,668 4,668 Total Advanced Technology Services — 107,023 4,668 111,691 Total revenue $ 51,157 $ 107,023 $ 4,668 $ 162,848 Year Ended January 3, 2021 Topic 606 Revenue Point-in-Time Over Time Lease Revenue Revenue recognized from foundry services obligation Total Revenue Wafer Services $ 46,019 $ — $ — $ 399 $ 46,418 Advanced Technology Services T&M — 64,155 — — 64,155 Fixed Price — 29,476 — — 29,476 Other — — 389 — 389 Total Advanced Technology Services — 93,631 389 — 94,020 Total revenue $ 46,019 $ 93,631 $ 389 $ 399 $ 140,438 The following table discloses revenue by country as determined based on customer address: Year Ended January 2, 2022 January 3, 2021 United States $ 141,106 $ 118,480 United Kingdom 9,226 7,559 Canada 6,216 9,138 All others 6,300 5,261 $ 162,848 $ 140,438 Deferred Contract Costs We recognize an asset for the incremental costs of obtaining a contract with a customer (i.e., deferred contract costs) when costs are considered recoverable and the duration of the contract is in excess of one year. We amortize such deferred costs as the related revenue is recognized. We recognized amortization of deferred contract costs in our consolidated statements of operations totaling $1,512 and $462 for the years ended January 2, 2022 and January 3, 2021, respectively. In our consolidated balance sheet, the current portion of deferred contract costs is included in Prepaid assets and other current assets, while the non-current portion of deferred contract costs is included in Other assets. Contract Assets Contract assets represent the satisfaction of over time performance obligations in advance of when we have the ability to invoice the customer. Contract assets are included in Accounts receivable, net in our consolidated balance sheets as follows: Balance at December 29, 2019 $ 172 Transfers to accounts receivable, net (15,505) Increase due to revenue recognized in advance of customer billings 23,480 Balance at January 3, 2021 8,147 Transfers to accounts receivable, net (24,664) Increase due to revenue recognized in advance of customer billings 32,820 Balance at January 2, 2022 $ 16,303 Contract Liabilities Contract liabilities represent payments from customers for which performance obligations have not yet been satisfied. In some instances, cash may be received, or payment may be contractually due by a customer before the related revenue is recognized. The current and long-term portions of contract liabilities are included in Deferred revenue on our consolidated balance sheets. The contract liabilities and other significant components of deferred revenue are as follows: January 2, 2022 January 3, 2021 Contract Deferred Total Contract Deferred Total Current $ 16,141 $ 4,667 $ 20,808 $ 25,986 $ 4,667 $ 30,653 Long-term 76,816 11,278 88,094 79,455 15,944 95,399 Total $ 92,957 $ 15,945 $ 108,902 $ 105,441 $ 20,611 $ 126,052 Significant changes in contract liabilities are as follows: Balance at December 29, 2019 $ 51,474 Revenue recognized included in the balance at the beginning of the year (1,553) Increase due to payments received, excluding amounts recognized as revenue during the year 55,520 Balance at January 3, 2021 105,441 Revenue recognized included in the balance at the beginning of the year (22,933) Increase due to payments received, excluding amounts recognized as revenue during the year 10,449 Balance at January 2, 2022 $ 92,957 Remaining Performance Obligations As of January 2, 2022, we had approximately $92,060 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 $ 15,243 From one to two years 18,928 From two to three years 11,712 After three years 46,177 Total $ 92,060 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. Contract Estimates Pricing is established at or prior to the time of sale with our customers, and we record sales at the agreed-upon selling price. The terms of a contract and historical business practices can, but generally do not, give rise to variable consideration. We estimate variable consideration at the most likely amount we will receive from customers. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized for such transaction will not occur, or when the uncertainty associated with the variable consideration is resolved. In general, variable consideration in our contracts relates to the entire contract. As a result, the variable consideration is allocated proportionately to all performance obligations. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us at contract inception. There are no significant instances where variable consideration is constrained and not recorded at the initial time of sale. Contract Modifications |
Balance Sheet Information
Balance Sheet Information | 12 Months Ended |
Jan. 02, 2022 | |
Balance Sheet Information [Abstract] | |
Balance Sheet Information | Balance Sheet Information Certain significant amounts included in our consolidated balance sheets consist of the following: January 2, 2022 January 3, 2021 Accounts receivable, net: Trade accounts receivable $ 23,022 $ 21,357 Unbilled revenue (contract assets) 16,303 8,147 Note receivable — 230 Employee note receivable — 222 Other receivables 56 39 Total accounts receivable, net $ 39,381 $ 29,995 On December 31, 2020, we entered into a note receivable with a key employee for $222. The note was repaid in full during the third quarter of 2021. January 2, 2022 January 3, 2021 Inventories: Raw materials $ 3,340 $ 1,463 Work-in-process 7,339 19,719 Supplies and spare parts 6,821 5,987 Total inventories—current 17,500 27,169 Supplies and spare parts classified as other assets 2,388 1,949 Total inventories $ 19,888 $ 29,118 In 2021, we recorded a full write-down of work-in-process inventory in which we were contracted to manufacture for a specific customer. See Note 16 – Inventory Write-down , for further discussion. January 2, 2022 January 3, 2021 Prepaid expenses and other current assets: Prepaid expenses $ 1,759 $ 2,761 Deferred contract costs 1,579 1,647 Prepaid inventory 516 — Equipment purchased for customers (1) — 5,343 Deferred offering costs — 2,183 Other — 38 Total prepaid assets and other current assets $ 3,854 $ 11,972 __________________ (1) We acquired equipment for a customer that we installed and calibrated in our facility. Prior to the customer obtaining ownership and control of the equipment, we recorded costs incurred to date within prepaid expenses and other current assets. January 2, 2022 January 3, 2021 Property and equipment, net: Land $ 5,396 $ 5,396 Buildings and improvements 87,156 85,197 Machinery and equipment 143,105 124,130 Fixed assets not yet in service 29,229 22,602 Total property and equipment, at cost 264,886 237,325 Less: Accumulated depreciation (84,411) (59,247) Total property and equipment, net $ 180,475 $ 178,078 Depreciation expense was $25,478 and $17,721 for the years ended January 2, 2022 and January 3, 2021, respectively. January 2, 2022 January 3, 2021 Intangible assets, net: Customer list $ 1,500 $ 1,500 Software and licenses 6,625 5,408 Total intangible assets, at cost 8,125 6,908 Less: Accumulated amortization (4,234) (2,347) Total intangible assets, net $ 3,891 $ 4,561 Intangible assets consist of purchased software and license costs and a customer list from our acquisition of the business in 2017. For the years ended January 2, 2022 and January 3, 2021, amortization of the customer list intangible asset charged to operations was $353 and $353 and amortization of software and licenses was $1,537 and $792, respectively. Remaining estimated aggregate annual amortization expense for intangible assets is as follows for the years ending: Amortization 2022 $ 1,606 2023 1,166 2024 511 2025 338 2026 270 Thereafter — Total $ 3,891 January 2, 2022 January 3, 2021 Other assets: Supplies and spare parts $ 2,388 $ 1,949 Deferred contract costs 1,760 2,049 Other assets 687 — Total other assets $ 4,835 $ 3,998 January 2, 2022 January 3, 2021 (1) Accrued expenses: Accrued compensation $ 4,557 $ 6,315 Accrued royalties 1,854 2,145 Capital lease obligations 1,192 — Accrued fixed asset expenditures 861 6,337 Accrued commissions 189 5,183 Other accrued expenses 8,830 5,516 Total accrued expenses $ 17,483 $ 25,496 __________________ |
Debt
Debt | 12 Months Ended |
Jan. 02, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of debt outstanding are as follows: January 2, 2022 January 3, 2021 Revolver $ 26,223 $ 32,303 Financing (by VIE) 37,850 38,839 Paycheck Protection Program loan — 6,453 Unamortized debt issuance costs (1) (4,624) (4,995) Total long-term debt, including current maturities 59,449 72,600 Less: Current portion of long-term debt (1,021) (2,772) Long-term debt, excluding current portion and unamortized debt issuance costs $ 58,428 $ 69,828 __________________ (1) Unamortized debt issuance costs as of January 2, 2022 included $1,471 for the Revolver (as defined below) and $3,153 for the Financing (as defined below). Unamortized debt issuance costs as of January 3, 2021 included $1,537 for the Revolver and $3,458 for the Financing (by VIE). Revolver On December 28, 2020, we entered into an amended and restated revolving credit agreement with Wells Fargo Bank, National Association (“Revolver”) of up to $65,000 that replaced our Line of Credit (as defined below) and our Term Loan agreement (as defined below), both dated October 23, 2018. 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. As of January 2, 2022, the outstanding balance of our Revolver was $26,223 at an interest rate of 4.75% and our unused remaining availability was $38,627. 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 $10,000. 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. We 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. On November 3, 2021, we entered into an amendment to the Revolver, effective as of October 1, 2021, to eliminate the requirement for us to comply with the leverage ratio financial covenant 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 $15,000. Certain financial covenants, including a fixed charge coverage ratio and leverage ratio, become applicable only if unused remaining availability falls below $15,000. As of January 2, 2022, our unused remaining availability was $38,627 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 credit agreement is defined as (A) earnings before interest, taxes, depreciation and amortization (“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 leverage ratio financial covenant requires us to maintain a leverage ratio of no greater than 3.0 to 1.0 on a rolling twelve-month basis measured quarterly. The leverage ratio included in our 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 agreement 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 in substantially all of our accounts receivable, inventory and equipment. We incurred third-party transaction costs of $884 and fees paid to the lender of our Revolver of $488, which we recognized, along with the $175 of prior unamortized debt issuance costs from the Line of Credit, as debt issuance costs and are amortizing as additional interest expense over the life of the Revolver. Financing On September 30, 2020, the VIE which we consolidate (see Note 15 – Related Party Transactions , and Note 17 – Variable Interest Entities ) entered into a loan agreement with Citi Real Estate Fund for $39,000 (the “Financing”). 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. The interest rate under the Financing is fixed at 3.44%. The Financing is guaranteed by our principal stockholder, Oxbow, who is also the sole equity member of the VIE. The Financing includes a financial covenant that requires our VIE to maintain a debt service coverage ratio of at least 1.2 to 1.0. The debt service coverage ratio included in the loan agreement is defined as (A) underwritable cash flow to (B) the aggregate amount of debt service which would be due for the 12-month period immediately preceding the date of calculation. Underwritable cash flow is equal to the sum of gross rents we are paying to the VIE plus the trailing 12 months operating income, less the trailing 12 months operating expenses. The Financing also includes a financial covenant for CMI to maintain an EBITDAR ratio of at least 5.0 to 1.0. EBITDAR is the quotient (calculated based on a trailing 12-month basis) of (i) our annual earnings before interest, taxes, depreciation, amortization and restructuring or rent costs, divided by (ii) the amount of gross rents we pay. The loan agreement contains covenants, including restrictions on indebtedness, liens, mergers, investments, acquisitions, disposition of assets, and transactions with affiliates, and requirements to provide quarterly and annual financial information for us and our VIE and to maintain a manager for the property. 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, material judgments, and change in control. The Financing is secured by a security interest in the land and building which was the subject of the sale-leaseback transaction (see Note 15 – Related Party Transactions – Sale-Leaseback Transaction ). Our VIE incurred third-party transaction costs of $65, which are recognized as debt issuance costs and are amortizing as additional interest expense over the life of the Financing. We incurred additional third-party transaction costs of $3,487, which are recognized as debt issuance costs and are amortizing as additional interest expense over the life of the Financing. Paycheck Protection Program On April 18, 2020, we received proceeds of $6,453 pursuant to a loan from TCF Bank under the Paycheck Protection Program (“PPP”). On June 10, 2021, the PPP loan was fully forgiven and $6,453 was recorded as other income in the consolidated statement of operations. Line of Credit On October 23, 2018, we entered into a revolving credit agreement (“Line of Credit”) up to $20,000. The Line of Credit could be repaid and borrowed again at any time without penalty or premium until the maturity date of October 23, 2021. On December 28, 2020, in connection with the Revolver as noted above, amounts owed under our Line of Credit totaling $2,752 of principal and accrued interest were rolled over into the Revolver and our Line of Credit was discontinued. We accounted for the amendment of our Line of Credit as a modification with the remaining unamortized debt issuance costs of $175 recognized as debt issuance costs of our Revolver. Term Loan On October 23, 2018, we entered into a $36,500 term loan agreement (“Term Loan”). The Term Loan was repayable in equal quarterly installments, with the balance payable at the maturity date of October 23, 2021. We were required to make principal prepayments to the lender for certain proceeds of disposition of assets and for extraordinary receipts. We could prepay the loan at any time, subject to a prepayment penalty of 3% in the first year of the loan, 2% in the second year and 1% in the final year. The Line of Credit and Term Loan were secured by a security interest in substantially all of our assets. In connection with the sale-leaseback transaction on September 29, 2020 as more fully described in Note 15 – Related Party Transactions , we were required by the conditions of our Term Loan to amend the Term Loan agreement and make a prepayment of principal amounting to $6,348 resulting from the reduction in our borrowing base. We also incurred expenses of $182 to finalize the amendment. We accounted for the prepayment as a partial extinguishment of our Term Loan and recognized a loss of $223 in our consolidated statement of operations consisting of a partial write-off of unamortized debt issuance costs and fees paid to our lender. On December 28, 2020, in connection with the Revolver as noted above, we repaid all outstanding amounts owed under our Term Loan totaling $27,774 of principal, $161 of accrued interest and incurred $278 of prepayment penalties. We accounted for the repayment of our Term Loan as an extinguishment and recognized a loss of $1,211 in our consolidated statement of operations consisting of a write-off of unamortized debt issuance costs of $933 and the prepayment penalties paid to our Term Loan lender. Maturities 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 as of January 2, 2022 for our Revolver and consolidated VIE’s Financing, excluding unamortized debt issuance costs, are as follows: 2022 $ 1,021 2023 1,060 2024 1,094 2025 27,360 2026 1,177 Thereafter 32,361 Total $ 64,073 Liquidity and Cash Requirements 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 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. We had $12,442 in cash and cash equivalents, not including cash held by a variable interest entity that we consolidate, and availability under our Revolver of $38,627 as of January 2, 2022. However, we must maintain availability under the Revolver of at least $15,000 to avoid compliance 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. In fiscal 2022, we expect to use cash in operations, but anticipate the use of cash to decrease as revenue grows and we realize a return for the capital investments made in fiscal 2021. We believe our cash on hand and current availability under the Revolver will be sufficient to meet our working capital and capital expenditure requirements for a period of at least 12 months from the date of this Annual Report on Form 10-K. We may, however, need additional cash resources due to changed business conditions or other developments, including significant acquisitions 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. To the extent that our current resources, including our ability to generate operating cash flows, 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 the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 02, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe components of income tax expense (benefit) are as follows: Year Ended January 2, 2022 January 3, 2021 Current: Federal $ 379 $ 1,499 State (106) 1,033 Total current tax expense 273 2,532 Deferred: Federal (6,794) 2,777 State (269) (390) Total deferred tax expense (benefit) (7,063) 2,387 Income tax expense (benefit) $ (6,790) $ 4,919 A reconciliation between the income tax provision and the amount computed by applying the statutory federal tax rate of 21% to loss before income taxes is as follows: Year Ended January 2, 2022 January 3, 2021 Taxes at U.S. statutory tax rate $ (11,381) $ (3,107) State income taxes, net of federal income tax benefit (1,023) (297) Paycheck Protection Program loan forgiveness (1,477) — Permanent differences 59 (97) Tax credits (400) (281) Remeasurement of deferred tax assets and liabilities — (58) Change in valuation allowance 8,210 1,609 Equity-based compensation — (1,196) Non-deductible executive compensation 561 — Disallowed loss on sale-leaseback transaction — 8,208 Non-controlling interest (745) (190) Other (594) 328 Income tax expense (benefit) $ (6,790) $ 4,919 Effective income tax rate 12.5 % (33.2) % The significant components of deferred tax assets and liabilities are reflected in the following table: January 2, 2022 January 3, 2021 Deferred tax assets: Deferred compensation and accrued vacation $ 966 $ 787 Deferred revenue 22,368 16,198 Financing lease 7,682 7,689 Net operating loss and credit carryforwards 4,194 38 Inventory 5,176 154 Stock-based compensation 1,629 — Other 546 398 Total deferred tax assets 42,561 25,264 Deferred tax liabilities: Property and equipment (33,129) (31,713) Prepaids and other (608) — Total deferred tax liabilities (33,737) (31,713) Net deferred tax asset (liability) 8,824 (6,449) Valuation allowance (9,819) (1,609) Net deferred tax liability after valuation allowance $ (995) $ (8,058) Our federal net operating loss carryforwards do not expire. Federal net operating loss carryforwards are subject to limitation of 80% of taxable income in any given tax year beginning after December 31, 2020. Our state net operating loss carryforwards will expire over various periods through 2042 and are not subject to the aforementioned limitation. Management assesses the available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations, to estimate whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets. On the basis of this evaluation, a valuation allowance of $9,819 and $1,609 has been recorded as of January 2, 2022 and January 3, 2021, respectively. On March 27, 2020, the CARES Act was enacted to provide economic relief to those impacted by the COVID-19 pandemic. The CARES Act made various tax law charges, including among other things: (i) modification to the federal net operating loss rules, including permitting federal net operating losses incurred in 2018, 2019 and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes; (ii) enhanced recoverability of AMT tax credit carryforwards; (iii) delayed payment of employer payroll taxes; (iv) increased the limitation on business interest expenses under IRC Section 163(j) for the 2019 and 2020 tax years to permit additional expensing of interest; and (v) enacted a technical correction so that qualified improvement property can be immediately expensed under IRC Section 168(k). While we have included the income tax impact of relevant provisions of the CARES Act in our consolidated financial statements, such impacts were not material. We are not currently under examination by the Internal Revenue Service or in any state jurisdictions, but we may be subject to examination in these jurisdictions in the future. Our tax returns are open to examination for the years 2018 through 2021. We have analyzed our filing position with the Internal Revenue Service and all state tax jurisdictions where we file tax returns. We believe our income tax filing positions and deductions will be sustained on examination and do not anticipate any adjustments that will result in a material adverse effect on our financial condition, results of operations or cash flows. Pursuant to FASB authoritative guidance regarding accounting for tax uncertainties, no liability has been recorded for uncertain tax positions. As allowed under this guidance, we would accrue, if applicable, income tax related interest and penalties in income tax expense in our consolidated statement of operations. No interest and penalties were incurred during the years ended January 2, 2022 and January 3, 2021. |
Warrant Liability
Warrant Liability | 12 Months Ended |
Jan. 02, 2022 | |
Equity [Abstract] | |
Warrant Liability | Warrant LiabilityWe issued a warrant on March 1, 2017 to the lender in connection with a prior term loan. The warrant entitled the holder to purchase Class A Preferred Units representing 10% of our outstanding units on the date of any exercise, with an exercise price of $0.01 per unit. The warrant was exercisable from the date of issuance through March 1, 2027. Upon full repayment of the Term Loan outstanding, the holder could tender the warrant and receive cash from us for the fair value of the warrant. Accordingly, we accounted for the fair value of the warrant as a liability, with the change in fair value during each reporting period being recognized under the caption Change in fair value of warrant liability in other income (expense) in our consolidated statements of operations. We valued the warrant by using 10% of the estimated total fair value of our equity using an option pricing model, deducting the total exercise price at $0.01 per unit, and then deducting a discount for lack of marketability. Our fair value was determined using (1) discounted projected future cash flows, using a weighted average cost of capital, and (2) our EBITDA multiple.During the year ended January 3, 2021, we recorded income of $780 in our consolidated statements of operations for the change in fair value of the warrant liability. On December 28, 2020, we repurchased the warrant for $14,000. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Jan. 02, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | 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 Class A preferred units authorized specifically for issuance upon exercise of warrants, of which 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 and 2,107,452 were outstanding as of January 3, 2021. 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 January 2, 2022, giving effect to the corporate conversion and our IPO, 39,836,038 shares of common stock were issued and outstanding. No shares of our preferred stock were outstanding. As discussed in Note 1 – Nature of Business , 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. Initial Public Offering 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. Common Units Repurchased |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jan. 02, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 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 no further awards will be issued under the previous Employee Unit Option Plan. No awards remained outstanding from the Employee Unit Option Plan as of January 2, 2022 and at the corporate conversion date. Under the 2021 Equity Plan, 5,000,000 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 Plan will be increased effective the first business day of each calendar year commencing in 2022 by an amount equal to the lesser of: (i) 150,000 shares of common stock; (ii) three percent (3%) of the shares of common stock 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 On April 21, 2021, we granted 343,000 stock options which vest in full on the first anniversary of the grant date and expire 15 months from the grant date. During the year ended January 2, 2022, we also granted 783,000 stock options which vest ratably on each of the first, second, third, and fourth anniversaries of the grant date and expire ten years from the grant date. Share-based compensation expense related to stock option awards was $1,348 and $488 for the years ended January 2, 2022 and January 3, 2021, 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 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. Year Ended Expected volatility: 46.0% Expected term (in years): 1.13 - 6.25 Risk-free interest rate: 0.09% - 1.38% The following table summarizes our stock option activity during the twelve months ended January 2, 2022: Number of Stock Options Weighted Average Aggregate Intrinsic Value Weighted-Average Remaining Contractual Life Balance outstanding as of January 3, 2021 — $ — Granted 1,126 $ 14.26 Exercised — $ — Forfeited or canceled (140) $ 14.00 Balance outstanding as of January 2, 2022 986 $ 14.29 $ 2,104 6.7 years Balance vested and exercisable as of January 2, 2022 — $ — $ — 0.0 years The weighted average grant-date fair value of options granted in the year ended January 2, 2022 was $5.38. As of January 2, 2022, total unrecognized compensation cost related to stock options was $3,987 and is expected to be recognized over a weighted average period of approximately 3.2 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 vested during the fourth quarter of fiscal 2021. Restricted Common Stock Units On April 21, 2021, we granted 441,000 restricted common stock units to eligible employees and directors which vest in full on the first anniversary of the grant date. During the year ended January 2, 2022, we also granted 326,000 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 restricted common stock units which continue to vest in equal amounts over a three-year period, but only in 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 on April 23, 2021, these restricted common stock units began vesting in accordance with their other terms. Share-based compensation expense related to restricted common stock unit awards was $10,000 and $0 for years ended January 2, 2022 and January 3, 2021, respectively. Actual forfeitures are recognized as they occur. As of January 2, 2022, total unrecognized compensation cost related to restricted common stock units was $7,549 and is expected to be recognized over a weighted average period of approximately 1.7 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. The total fair value of restricted stock units vested during the year ended January 2, 2022 was $13,960. The following table summarizes our restricted common stock unit activity during the twelve months ended January 2, 2022: Number of Restricted Common Stock Units Weighted Average Grant Date Fair Value Per Share Balance outstanding as of January 3, 2021 2,329 $ 3.87 Granted 767 $ 15.31 Vested (776) $ 3.87 Forfeited or canceled (575) $ 5.57 Balance outstanding as of January 2, 2022 1,745 $ 8.34 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 707,000 shares of our common stock has been reserved for issuance under the 2021 ESPP. Under the 2022 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 no shares were purchased under the 2021 ESPP during the year ended January 2, 2022. As of January 2, 2022, $937 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 2021 ESPP was $329 for the year ended January 2, 2022. Actual forfeitures are recognized as they occur. As of January 2, 2022, total unrecognized compensation cost related to the 2021 ESPP was $147 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 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. Year Ended Expected volatility: 46.3% Expected term (in years): 0.50 Risk-free interest rate: 0.06% Weighted average grant-date fair value per share $8.87 Share-Based Compensation Expense Allocation Share-based compensation expense was allocated in the consolidated statements of operations as follows: Year Ended January 2, 2022 January 3, 2021 Cost of revenue $ 2,550 $ — Research and development 1,148 — Selling, general and administrative expenses 7,979 488 $ 11,677 $ 488 |
Benefit Plans
Benefit Plans | 12 Months Ended |
Jan. 02, 2022 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Benefit Plans401(k) Plan We established a defined contribution plan which qualifies under Section 401(k) of the Code and covers employees who meet certain age and service requirements. Employee contributions are limited to the maximum amount allowed by the Code. We may make discretionary matching contributions or profit-sharing contributions. For the years ended January 2, 2022 and January 3, 2021, we made contributions of $1,751 and $1,005, respectively. Long-Term Incentive Plan We adopted a long-term incentive plan (“LTIP”) in 2018 for certain key employees. Management determines the key employees who are eligible to participate in the program and the amounts to be awarded to each such employee. The employee generally vests in the deferred compensation 50 percent after three years of service and 100 percent after five years of service. Employees are 100 percent vested in the event of death, disability, retirement or change in control. Until January 2, 2021, the amounts awarded were adjusted by the percentage change in our annual appraised value. Effective January 3, 2021, the outstanding awards will continue to vest but will no longer be adjusted for the annual investment return. Awards do not represent shares in our company, and vested participant accounts are paid in cash upon separation from service. The value of the LTIP award is recognized as expense over the requisite service period in our consolidated statements of operations. Total compensation expense related to the LTIP was $855 and $2,152 for the years ended January 2, 2022 and January 3, 2021, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 02, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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: Contingent Warrant Liability Balance at Balance December 29, 2019 $ 20,100 $ 14,780 Payments (11,294) (14,000) Change in fair value 2,094 (780) Balance at January 3, 2021 10,900 — Payments (7,374) — Change in fair value (2,710) — Balance at January 2, 2022 $ 816 $ — The change in fair value is reflected in our consolidated statements of operations. The fair value of our contingent consideration liability at January 2, 2022 and January 3, 2021 was determined using forecasted receipts of projected future revenues of Advanced Technology Services. The royalty is paid out quarterly through 2022. The forecasted future cash flows were discounted reflecting the risk in estimating future revenues. We expect total future cash payments to be approximately $816. The fair value of our warrant liability was developed using the approach discussed in Note 8 – Warrant Liability . The warrants were revalued at December 29, 2019 based on updated forecasts of our business, and changes in marketplace assumptions including the discount rate, and revenue and earnings multiples of guideline companies. On December 28, 2020, we repurchased the warrants for $14,000. 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 January 2, 2022 and January 3, 2021 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 02, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Foundry Services Agreement Under the 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. Revenue from this customer was $40,632 for the year ended January 3, 2021. Self Insurance We maintain a self-insurance program for our employees’ health care costs. We are liable for losses on claims up to $200 per individual and $5,600 in total for all individuals as of January 2, 2022. We maintain third party insurance coverage for any losses in excess of such amounts. Self-insurance costs are accrued based on claims reported as of the balance sheet date, as well as an estimated liability for claims incurred but not reported. The accrued liability for self-insurance costs of $447 and $404 as of January 2, 2022 and January 3, 2021, respectively, was recorded in accrued expenses in our consolidated balance sheets. 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. 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 $8,200 of contractual commitments outstanding as of January 2, 2022 that we expect to be paid in 2022, through cash on hand and operating cash flows. Capital Lease Commitments The Company leases certain manufacturing equipment and an office space in Kissimmee, Florida under non-cancelable capital leases and includes these assets in property and equipment in the accompanying consolidated balance sheets. The capitalized cost of leased assets was $2,532 at January 2, 2022. As of January 2, 2022, the Company had executed a capital lease that had not yet commenced. The capital lease was executed to replace the existing nitrogen plant with a larger and more modern nitrogen generator. The capital lease has a lease term of 15 years for total fixed payments of approximately $14,000 and is expected to commence during the first half of 2022. Future minimum lease payments for assets under capital leases at January 2, 2022 are as follows: 2022 $ 1,459 2023 453 2024 207 2025 185 2026 185 Thereafter 2,230 Total lease payments 4,719 Less: imputed interest (2,327) Total $ 2,392 Operating Lease Commitments The Company leases warehouse space in Eagan, Minnesota with a lease term through December of 2025. As of January 2, 2022, the future minimum payments for this lease are $203. |
Major Customers and Concentrati
Major Customers and Concentration Risk | 12 Months Ended |
Jan. 02, 2022 | |
Risks and Uncertainties [Abstract] | |
Major Customers and Concentration Risk | Major Customers and Concentration Risk The following customers accounted for 10% or more of revenue for the years ended January 2, 2022 and January 3, 2021: Year Ended January 2, 2022 January 3, 2021 Customer A 24 % 14 % Customer B 25 % 29 % Customer C * 16 % 49 % 59 % __________________ * Represents less than 10% of revenue. We had two major customers that accounted for 25% and 12% of outstanding trade accounts receivable as of January 2, 2022 and four major customers that accounted for 30%, 20%, 19% and 18% of outstanding trade accounts receivable as of January 3, 2021. The loss of a major customer could adversely affect our operating results and financial condition. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 02, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Oxbow Industries, LLC (“Oxbow”), our principal stockholder, provided management and financial consulting services to us for an annual management fee not to exceed $700. We incurred management fees to Oxbow of $215 and $640 for the years ended January 2, 2022 and January 3, 2021, respectively, which have been expensed and included in selling, general and administrative expenses in our consolidated statements of operations. A member of our board of directors provided legal and professional services to us. We incurred fees of $117 and $239 for the twelve months ended January 2, 2022 and January 3, 2021, which have been expensed and included in selling, general and administrative expenses in our 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 stockholder for $39,000, less applicable third-party transaction costs of $1,494 and fees paid to Oxbow Realty of $1,950, representing expenses incurred to complete the sale, and to our principal owner of $1,950, representing fees to secure a guarantee of Oxbow Realty’s loan from a bank. 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 January 2, 2022 were as follows (such amounts are eliminated from our consolidated financial statements due to the consolidation of Oxbow Realty, see Note 17 – Variable Interest Entities ): 2022 $ 4,836 2023 4,932 2024 5,031 2025 5,132 2026 5,234 Thereafter 84,116 Total lease payments 109,281 Less: imputed interest (81,935) Total $ 27,346 |
Inventory Write-down
Inventory Write-down | 12 Months Ended |
Jan. 02, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory Write-down | Inventory Write-downAlthough we manufacture against specific purchase orders, our customers may not be able to fulfill their contractual obligations. In fiscal 2020, we were contracted to manufacture temperature differential sensing wafers for a specific customer in a COVID-19 related business. The customer's financing for its COVID-19 related business was not obtained and the customer was unable to meet it contractual payment obligations. We have filed a claim against the customer for full payment. We explored alternative sales channels, such as partnering with a customer, to sell the inventory. However, our sales efforts have not progressed and it is not probable we will recover the value of the inventory. In fiscal 2021, we recorded a full inventory write-down of $13,442 to cost of revenue for this inventory due to uncertainty in the net realizable value and our ability to sell this inventory to other customers. The write-down of inventory manufactured for this specific customer is recorded separately in our consolidated statement of operations within cost of revenue. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Jan. 02, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Variable Interest Entities | 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 January 2, 2022 and January 3, 2021. The assets and liabilities are presented prior to consolidation, and thus a portion of these assets and liabilities are eliminated in consolidation. January 2, January 3, Cash and cash equivalents $ 475 $ 860 Prepaid expenses 192 99 Finance receivable 37,437 36,930 Other assets 200 — Total assets $ 38,304 $ 37,889 Accounts payable $ 1,232 $ 672 Accrued expenses 479 9 Debt 37,793 38,776 Total liabilities $ 39,504 $ 39,457 The following table shows the revenue and expenses of Oxbow Realty that are consolidated by us for the year ended January 2, 2022, and for the period from September 29, 2020 to January 3, 2021. We began consolidating Oxbow Realty on September 29, 2020. We have included these amounts, net of eliminations, in the corresponding tables in the notes to our consolidated financial statements. Year Ended January 2, 2022 Period from September 29, 2020 to Revenue $ 5,018 $ 1,345 General and administrative expenses 382 213 Interest expense 1,343 229 Total expenses 1,725 442 Net income $ 3,293 $ 903 |
Condensed Financial Information
Condensed Financial Information (Parent Company Only) | 12 Months Ended |
Jan. 02, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Financial Information (Parent Company Only) | Condensed Financial Information (Parent Company Only)Since the restricted net assets of SkyWater Technology, Inc.'s subsidiaries (formerly CMI Acquisition, LLC) exceed 25% of our consolidated net assets, the accompanying condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X. This information should be read in conjunction with our consolidated financial statements. SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Balance Sheets January 2, 2022 January 3, 2021 (in thousands, except share, unit and per share data) Assets Current assets: Cash and cash equivalents $ — $ — Income tax receivable 745 — Total current assets 745 — Due from subsidiaries 24,419 49,791 Investment in subsidiaries 61,127 (16) Deferred income tax asset 404 38 Total assets $ 86,695 $ 49,813 Liabilities and Shareholders’ Equity (Deficit) Current liabilities: Current portion of long-term debt $ — $ 1,783 Income taxes payable — 1,710 Current portion of contingent consideration 816 8,904 Total current liabilities 816 12,397 Long-term liabilities: Long-term debt, less current portion and unamortized debt issuance costs 24,752 35,436 Contingent consideration, less current portion — 1,996 Total liabilities 25,568 49,829 Commitments and contingencies Shareholders’ equity (deficit): Preferred stock, $0.01 par value per share (80,000,000 and zero shares authorized; zero issued and outstanding) — — Common stock, $0.01 par value per share (200,000,000 and zero shares authorized, 39,836,038 and zero shares issued and outstanding) 398 — Additional paid-in capital 115,208 — Class A preferred units (zero and 2,000,000 units authorized; zero issued and outstanding) — — Class B preferred units (zero and 18,000,000 units authorized; zero and 18,000,000 units issued and outstanding) — — Common units (zero and 5,000,000 units authorized; zero and 3,057,344 units issued; zero and 2,107,452 outstanding) — 3,767 Accumulated deficit (54,479) (3,783) Total shareholders’ equity (deficit) 61,127 (16) Total liabilities and shareholders’ equity (deficit) $ 86,695 $ 49,813 SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Statements of Operations Year Ended January 2, January 3, (in thousands, except per unit and per share data) Revenue $ — $ — Operating expenses — — Operating income — — Other income (expense), net — — Loss before income taxes and equity in net loss of subsidiaries — — Income tax expense (benefit) — — Equity in net loss of subsidiaries (50,696) (20,617) Net loss $ (50,696) $ (20,617) Net loss per share attributable to common shareholders, basic and diluted $ (1.76) Net loss per unit attributable to Class B preferred unitholders, basic and diluted $ (1.15) Basis of Presentation SkyWater Technology, Inc. (the “Parent”) owns 100% of SkyWater Technology Foundry, SkyWater Federal and SkyWater Florida, our primary operating subsidiaries. The Parent was formed from the conversion of CMI Acquisition, LLC into a Delaware corporation on April 14, 2021 and became the ultimate parent of the subsidiaries previously owned by CMI Acquisition, LLC. The Parent is a holding company with no material operations of its own that conducts substantially all of its activities through its subsidiaries. No investment or noncontrolling interest related to Oxbow Realty is shown in the parent company schedule, as subsidiaries and VIE’s are not consolidated, and the Parent does not have rights or obligations to these amounts. The Parent has no cash and, as a result, all expenses and obligations of the Parent are allocated to and paid by its subsidiaries. The Parent and SkyWater Technology Foundry are the borrowers under the Revolver discussed in Note 6 – Debt . However, SkyWater Technology Foundry is limited in its ability to declare dividends or make any payment on equity to, directly or indirectly, fund a dividend or other distribution to the Parent in connection with those borrowings. 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. Due to the aforementioned restrictions, substantially all of the net assets of the Parent’s subsidiaries are restricted. These condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the investment in subsidiaries is presented under the equity method of accounting. A condensed statement of cash flows was not presented because the Parent has no cash, and, therefore, no material operating, investing, or financing cash flow activities for the years ended January 2, 2022 and January 3, 2021. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As a result, these parent-only statements should be read in conjunction with the accompanying notes to these consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 02, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation Our 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”), 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 consolidated statements of operations, shareholders’ equity (deficit) and cash flows are for the years ended January 2, 2022 and January 3, 2021. Our fiscal year ends on the Sunday closest to the end of the calendar year. The years ended January 2, 2022 and January 3, 2021 contained 52 weeks and 53 weeks, respectively. |
Reclassifications | Reclassifications Prior year amounts related to selling and marketing expenses and general and administrative expenses were combined to conform to the current year's presentation of selling, general and administrative expenses. This combination of expenses had no effect on our reported financial position or results of operations. |
Use of Estimates | Use of Estimates The preparation of our 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 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 | 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 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 impact of our workforce of vaccine mandates. |
Net Loss Per Share | 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 year ended January 2, 2022, prior to our IPO, 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 year ended January 3, 2021, we did not apply the two-class method since only Class B preferred units were the lowest level of equity subordination until common units were issued in December 2020. 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 year ended January 2, 2022 was retrospectively adjusted to reflect the conversion akin to a split-like situation. Our historical balance sheets reflect the number of common units outstanding prior to the corporate conversion and no adjustment was made. |
Center for NeoVation | 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 Osceola for a period of at least 23 years for a lease payment of $1.00 per year. During the period of the CfN Lease, 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 find 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 for the CfN Lease as a lease. Given the nominal minimum lease payments required under the lease, the impact to our consolidated balance sheets was insignificant. As we perform under the agreements, expenses we incur and any revenue we are able to generate from the operations of CfN will be included in our consolidated statements of operations as they are incurred or earned. If we are able to reach and maintain full capacity in the CfN for a minimum period of 20 years, Osceola will convey the land, buildings and equipment to us for no consideration at the end 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 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. |
Operating Segment Information | Operating Segment and Geographic 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 one operating segment. See Note 4 – Revenue, for disclosure of revenue by country. All of our long-lived assets are located in the United States. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid debt instruments purchased with an original maturity of three months or less are considered to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed federally insured limits. We have not experienced any losses in our deposit accounts. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Management determines the need for an allowance for doubtful accounts by identifying troubled accounts. Accounts receivable are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. We did not have an allowance for doubtful accounts at January 2, 2022 or January 3, 2021. |
Inventories | Inventories Inventories consist of wafer raw materials, work in process, and supplies and spare parts. Cost is determined on the first-in, first-out basis. Raw materials are stated at weighted-average cost, while work in process inventory is stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. When net realizable value (which requires projecting future average selling prices, sales volumes, and costs to complete products in work in process inventories) is below cost, we record a charge to cost of goods sold to write down inventories to their estimated net realizable value in advance of when inventories are actually sold. Supplies and spare parts are measured at cost and expensed when utilized. Supplies and spare parts are classified as inventory if expected use is within one year. Supplies and spare parts not expected to be used within one year are classified as other assets in our consolidated balance sheets. As discussed in Note 16 – Inventory Write-down , the write-down of inventory which we were contracted to manufacture for a specific customer is recorded separately in our consolidated statement of operations within cost of revenue. All other write-downs of our inventory are recorded within the caption Cost of revenue. |
Deferred Offering Costs | Deferred Offering Costs Prior to the IPO, deferred offering costs were capitalized and consisted of fees incurred in connection with the anticipated sale of our common stock and included legal, accounting, printing, and other IPO-related costs. The balance of deferred offering costs included within prepaid assets and other current assets at January 3, 2021 was $2,183. Upon completion of the IPO, these deferred costs totaling $4,050 were reclassified to equity and recorded against the proceeds from the offering. |
Property and Equipment | Property and Equipment Property and equipment acquired in the normal course of business are initially recorded at cost. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When equipment is sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in our consolidated statement of operations. Depreciation has historically been computed using the straight-line method over the estimated useful lives of the assets which are generally seven In December 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 was not material to our reported net loss per share for the year ended January 2, 2022. |
Intangible Assets | Intangible Assets Our intangible assets consist of a customer list, recorded at fair value in connection with our acquisition of the business from Cypress Semiconductor Inc. (“Cypress”), and software and licenses, initially recorded at cost. Amortization is computed using the straight-line method over an estimated useful life of 4.25 years for the customer list, which is fully depreciated as of January 2, 2022, and 3 to 6 years for software and licenses. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We review our long-lived assets, including property and equipment and intangible assets, to determine potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability is measured by comparing the carrying amount of the asset group with the future undiscounted cash flows the assets are expected to generate. Due to our history of operating losses and uncertainty with forecasts, we utilized third-party appraisers to assess the estimated fair value of our long-lived asset group. If such assets are considered impaired, an impairment loss would be measured by comparing the amount by which the carrying value |
Deferred Debt Issuance Costs | Deferred Debt Issuance Costs Deferred debt issuance costs consist of costs incurred in relation to obtaining our financing and revolving credit facility. These costs are amortized over the life of the related agreements using the effective interest method for our financing and the straight-line method for our revolving credit facility. The amortization of these costs is included in interest expense. The unamortized debt issuance costs and debt discount are presented as a direct reduction from the outstanding borrowings in our consolidated balance sheet. Unamortized deferred debt issuance costs and debt discount at the time of an extinguishment of debt are charged to interest expense, as are third party costs of a modification. |
Contingent Consideration | Contingent Consideration In connection with our acquisition of the business from Cypress, the purchase price of the acquisition was allocated to assets acquired and liabilities assumed and did not result in any goodwill being recorded. We recorded a contingent consideration liability of $24,900 for the future estimated earn-out/royalties owed on Advanced Technology Services revenues, at fair value as of the acquisition date in March 2017. For each reporting period thereafter, we revalued future estimated earn-out payments and recorded the changes in fair value of the liability in our consolidated statements of operations. The royalties represented a declining percentage of revenue generated by the sale of Advanced Technology Services through 2021, and were paid quarterly. Royalties of $7,374 and $11,294 were paid during the years ended January 2, 2022 and January 3, 2021, respectively. During the same periods, we recorded royalty expense (benefit) of $(2,710) and $2,094 to reflect the change in fair value of the contingent consideration obligation in our consolidated statements of operations. The last remaining amounts owed to Cypress related to contingent consideration will be paid in fiscal 2022. |
Foundry Services Obligation | Foundry Services Obligation The foundry services agreement (“FSA”) obligation relates to a take-or-pay supply contract for us to provide semiconductor wafers to our main customer for a period of 40 months starting March 1, 2017, the date we acquired the business from Cypress. The contract obligation results from fixed pricing in the supply contract and a deferred volume discount that were determined to be out of market. The fair value of the FSA was estimated to be an obligation of $26,200, as of March 1, 2017, using the income approach and is not subsequently remeasured. The volume discount portion of the liability is recognized as revenue to offset the volume discounts made by us, while the fixed priced portion of the liability is amortized to revenue monthly using the straight-line method. The FSA obligation ended in June 2020. |
Variable Interest Entities | Variable Interest Entities We evaluate whether an entity is a VIE based on the sufficiency of the entity’s equity at risk and by determining whether the equity holders have the characteristics of a controlling financial interest. To determine if we are the primary beneficiary of a VIE, we assess whether we have the power to direct the activities that most significantly impact the economic performance of the entity as well as the obligation to absorb losses or the right to receive benefits that may be significant to the entity. These determinations are both qualitative and quantitative, and they require us to make judgments and assumptions about the entity’s forecasted financial performance and the volatility inherent in those forecasted results. We regularly review all existing entities for events that may result in an entity becoming a VIE or us becoming the primary beneficiary of an existing VIE. See Note 17 – Variable Interest Entities . Non-controlling interests reported in shareholders’ equity (deficit) on the consolidated balance sheets represent the ownership interests in the consolidated VIE held by entities or persons other than CMI. |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. To recognize revenues, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenues when or as we satisfy a performance obligation. We account for a contract when it has approval and commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. At contract inception, we apply judgment in determining the customer’s ability and intention to pay amounts entitled to us when due based on a variety of factors including the customer’s historical payment experience. See below and Note 4 – Revenue , for further discussion of our revenue characteristics. Performance Obligations We primarily derive revenue from two sources: the sale of wafers (Wafer Services) and the sale of non-recurring engineering services (Advanced Technology Services). Wafer Services Wafers are goods that are generally customer specific, highly customized and have no alternative use to us. For most of our contracts, we have determined that we do not have an enforceable right to obtain payment for performance completed to date plus a reasonable margin should a customer cancel an incomplete contract for reasons other than a failure by us to perform as promised. Accordingly, revenue from the sale of wafers is recognized at a point in time when control of the goods is transferred to the customer, which occurs upon shipment or receipt by the customer, depending on the contract terms. For a significant wafer services customer due to a change in contract terms, we began recognizing revenue under a bill and hold arrangement during the year ended January 2, 2022, whereby the customer requested and agreed to purchase product to be delivered at a later date. Under this arrangement, control transfers to the customer when the product is ready for delivery, which occurs upon completion of electrical testing, but prior to shipment to the location, and at the timing, designated by the customer. The product is separately identified as belonging to the customer, the product is ready for shipment to the customer in its current form, and we do not have the ability to direct the product to a different customer. Upon completion of electrical testing, we have the right to invoice the customer, the customer obtains legal title, and the customer has the significant risks and rewards of ownership. Invoices are generally issued upon shipment of the goods (or completion of electrical testing) and payable within 30 days. For those contracts where we have determined that we do have an enforceable right to obtain payment for performance completed to date plus a reasonable margin, revenue is recognized over time using an input method based on costs incurred, which faithfully depicts the progress to meet our obligations under the contract. Advanced Technology Services Our Advanced Technology Services result in the customer simultaneously receiving and consuming the benefits provided by our performance because the customer has contractual rights to obtain the engineering, design and development processes in progress and could complete the services on their own or through a third party. Thus, revenue is recognized over time as we perform. Revenue from the sale of Advanced Technology Services is generated from two types of contracts: 1) Time-and-materials contracts (“T&M”) - Under T&M contracts, revenue is recognized over time using the right to invoice practical expedient, as the invoiced amount reflects the value transferred to the customer for performance completed to date for which we have a right to payment. Invoices are generally issued monthly and payable within 30 days. 2) Fixed priced research and development contracts (“Fixed Price”) - For Fixed Price contracts, revenue is recognized over time using an output method based on surveys of performance completed to date or contractual milestones if they correlate directly with the progress to satisfy our performance obligation. We have an enforceable right to payment for the performance of work completed up to contractually agreed upon milestones. Invoices are issued based on the milestones outlined in the contract, which are generally payable within 30 days. We generally expense incremental costs of obtaining a contract when the amortization period would be less than one year. We made an accounting policy election to exclude from the measurement of revenues any sales or similar taxes collected from customers. We also elected to include freight and handling costs in cost of revenue and treat shipping, after control transfers to the customer, as a fulfillment activity. In the normal course of business, we do not accept product returns unless the item is defective as manufactured. We generally warrant our products against defects for a period of one year and that product warranty is generally limited to a refund of the original purchase price of the product or a replacement. We do not offer an incremental service-type warranty on a standalone basis apart from providing assurance that the product will function as intended. Warranty returns have been historically insignificant and as such no allowance for future returns is recorded in the financial statements. |
Advertising Costs | Advertising Costs We expense advertising costs as they are incurred. Advertising expense for the years ended January 2, 2022 and January 3, 2021 totaled $107 and $268, respectively. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include all costs incurred related to internal technology and process improvements and non-customer funded technology transfers. |
Licensed Technology | Licensed Technology We license technology and pay royalties based on the revenue of the related products sold by us. Royalties are expensed as incurred and included in cost of revenue in our consolidated statements of operations. |
Share-Based Compensation | Share-Based Compensation Compensation cost under our share-based compensation plans is measured at the grant date based on the fair value of the award, and is recognized as expense over the requisite service period. Forfeitures reduce compensation expense in the period they occur. We use the Black-Scholes option-pricing model to measure the grant-date-fair-value of awards. The Black-Scholes model requires certain assumptions to determine an award’s fair value, including expected term, risk-free interest rate, expected volatility, expected dividend yield and fair value of underlying unit of equity to which the award relates. |
Income Taxes | Income Taxes We are taxed as a C corporation. Income taxes are accounted for under the liability method. Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. We recognize interest and penalties within interest expense and income tax expense, respectively, in our consolidated statement of operations. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (“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 will adopt the new standard on January 3, 2022 for our year ending January 1, 2023. We do not expect the adoption of Topic 842 will have a material impact on our consolidated financial statements. 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 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 consolidated financial statements. |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Common Share | The following table sets forth the computation of basic and diluted net loss per common share for the year ended January 2, 2022: Year Ended (in thousands, except per share data) Numerator: Net loss attributable to SkyWater Technology, Inc. $ (50,696) Undistributed preferred return to Class B preferred unitholders (398) Net loss attributable to common shareholders $ (51,094) Denominator: Weighted-average common shares outstanding, basic and diluted (1) 29,038 Net loss per common share, basic and diluted $ (1.76) (1) The weighted-average common shares outstanding for the year ended January 2, 2022 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 year ended January 2, 2022. The following table sets forth the computation of basic and diluted net loss per unit attributable to Class B preferred unitholders for the year ended January 3, 2021. Year Ended (in thousands, except per unit data) Numerator: Net loss attributable to SkyWater Technology, Inc. $ (20,617) Denominator: Weighted-average Class B preferred units outstanding, basic and diluted 18,000 Net loss per unit attributable to Class B preferred unitholders, basic and diluted $ (1.15) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table discloses revenue by product type and the timing of recognition of revenue for transfer of goods and services to customers: Year Ended January 2, 2022 Topic 606 Revenue Point-in-Time Over Time Lease Revenue Total Revenue Wafer Services $ 51,157 $ — $ — $ 51,157 Advanced Technology Services T&M — 48,318 — 48,318 Fixed Price — 58,705 — 58,705 Other — — 4,668 4,668 Total Advanced Technology Services — 107,023 4,668 111,691 Total revenue $ 51,157 $ 107,023 $ 4,668 $ 162,848 Year Ended January 3, 2021 Topic 606 Revenue Point-in-Time Over Time Lease Revenue Revenue recognized from foundry services obligation Total Revenue Wafer Services $ 46,019 $ — $ — $ 399 $ 46,418 Advanced Technology Services T&M — 64,155 — — 64,155 Fixed Price — 29,476 — — 29,476 Other — — 389 — 389 Total Advanced Technology Services — 93,631 389 — 94,020 Total revenue $ 46,019 $ 93,631 $ 389 $ 399 $ 140,438 |
Schedule of Revenue by Country | The following table discloses revenue by country as determined based on customer address: Year Ended January 2, 2022 January 3, 2021 United States $ 141,106 $ 118,480 United Kingdom 9,226 7,559 Canada 6,216 9,138 All others 6,300 5,261 $ 162,848 $ 140,438 |
Schedule of Contract Assets and Liabilities | Contract assets represent the satisfaction of over time performance obligations in advance of when we have the ability to invoice the customer. Contract assets are included in Accounts receivable, net in our consolidated balance sheets as follows: Balance at December 29, 2019 $ 172 Transfers to accounts receivable, net (15,505) Increase due to revenue recognized in advance of customer billings 23,480 Balance at January 3, 2021 8,147 Transfers to accounts receivable, net (24,664) Increase due to revenue recognized in advance of customer billings 32,820 Balance at January 2, 2022 $ 16,303 The contract liabilities and other significant components of deferred revenue are as follows: January 2, 2022 January 3, 2021 Contract Deferred Total Contract Deferred Total Current $ 16,141 $ 4,667 $ 20,808 $ 25,986 $ 4,667 $ 30,653 Long-term 76,816 11,278 88,094 79,455 15,944 95,399 Total $ 92,957 $ 15,945 $ 108,902 $ 105,441 $ 20,611 $ 126,052 Significant changes in contract liabilities are as follows: Balance at December 29, 2019 $ 51,474 Revenue recognized included in the balance at the beginning of the year (1,553) Increase due to payments received, excluding amounts recognized as revenue during the year 55,520 Balance at January 3, 2021 105,441 Revenue recognized included in the balance at the beginning of the year (22,933) Increase due to payments received, excluding amounts recognized as revenue during the year 10,449 Balance at January 2, 2022 $ 92,957 |
Schedule of Performance Obligations | We expect to recognize those remaining performance obligations as follows: Within one year $ 15,243 From one to two years 18,928 From two to three years 11,712 After three years 46,177 Total $ 92,060 |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Balance Sheet Information [Abstract] | |
Schedule of Accounts Receivable, Net | Certain significant amounts included in our consolidated balance sheets consist of the following: January 2, 2022 January 3, 2021 Accounts receivable, net: Trade accounts receivable $ 23,022 $ 21,357 Unbilled revenue (contract assets) 16,303 8,147 Note receivable — 230 Employee note receivable — 222 Other receivables 56 39 Total accounts receivable, net $ 39,381 $ 29,995 |
Schedule of Inventories | January 2, 2022 January 3, 2021 Inventories: Raw materials $ 3,340 $ 1,463 Work-in-process 7,339 19,719 Supplies and spare parts 6,821 5,987 Total inventories—current 17,500 27,169 Supplies and spare parts classified as other assets 2,388 1,949 Total inventories $ 19,888 $ 29,118 |
Schedule of Prepaid Expenses and Other Current Assets | January 2, 2022 January 3, 2021 Prepaid expenses and other current assets: Prepaid expenses $ 1,759 $ 2,761 Deferred contract costs 1,579 1,647 Prepaid inventory 516 — Equipment purchased for customers (1) — 5,343 Deferred offering costs — 2,183 Other — 38 Total prepaid assets and other current assets $ 3,854 $ 11,972 __________________ (1) We acquired equipment for a customer that we installed and calibrated in our facility. Prior to the customer obtaining ownership and control of the equipment, we recorded costs incurred to date within prepaid expenses and other current assets. |
Schedule of Property and Equipment, Net | January 2, 2022 January 3, 2021 Property and equipment, net: Land $ 5,396 $ 5,396 Buildings and improvements 87,156 85,197 Machinery and equipment 143,105 124,130 Fixed assets not yet in service 29,229 22,602 Total property and equipment, at cost 264,886 237,325 Less: Accumulated depreciation (84,411) (59,247) Total property and equipment, net $ 180,475 $ 178,078 |
Schedule of Intangible Assets | January 2, 2022 January 3, 2021 Intangible assets, net: Customer list $ 1,500 $ 1,500 Software and licenses 6,625 5,408 Total intangible assets, at cost 8,125 6,908 Less: Accumulated amortization (4,234) (2,347) Total intangible assets, net $ 3,891 $ 4,561 |
Schedule of Remaining Estimated Aggregate Annual Amortization Expense | Remaining estimated aggregate annual amortization expense for intangible assets is as follows for the years ending: Amortization 2022 $ 1,606 2023 1,166 2024 511 2025 338 2026 270 Thereafter — Total $ 3,891 |
Schedule of Other Assets | January 2, 2022 January 3, 2021 Other assets: Supplies and spare parts $ 2,388 $ 1,949 Deferred contract costs 1,760 2,049 Other assets 687 — Total other assets $ 4,835 $ 3,998 |
Schedule of Accrued Expenses | January 2, 2022 January 3, 2021 (1) Accrued expenses: Accrued compensation $ 4,557 $ 6,315 Accrued royalties 1,854 2,145 Capital lease obligations 1,192 — Accrued fixed asset expenditures 861 6,337 Accrued commissions 189 5,183 Other accrued expenses 8,830 5,516 Total accrued expenses $ 17,483 $ 25,496 __________________ |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | The components of debt outstanding are as follows: January 2, 2022 January 3, 2021 Revolver $ 26,223 $ 32,303 Financing (by VIE) 37,850 38,839 Paycheck Protection Program loan — 6,453 Unamortized debt issuance costs (1) (4,624) (4,995) Total long-term debt, including current maturities 59,449 72,600 Less: Current portion of long-term debt (1,021) (2,772) Long-term debt, excluding current portion and unamortized debt issuance costs $ 58,428 $ 69,828 __________________ (1) Unamortized debt issuance costs as of January 2, 2022 included $1,471 for the Revolver (as defined below) and $3,153 for the Financing (as defined below). Unamortized debt issuance costs as of January 3, 2021 included $1,537 for the Revolver and $3,458 for the Financing (by VIE). |
Summary of Future Principal Payments | Future principal payments as of January 2, 2022 for our Revolver and consolidated VIE’s Financing, excluding unamortized debt issuance costs, are as follows: 2022 $ 1,021 2023 1,060 2024 1,094 2025 27,360 2026 1,177 Thereafter 32,361 Total $ 64,073 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows: Year Ended January 2, 2022 January 3, 2021 Current: Federal $ 379 $ 1,499 State (106) 1,033 Total current tax expense 273 2,532 Deferred: Federal (6,794) 2,777 State (269) (390) Total deferred tax expense (benefit) (7,063) 2,387 Income tax expense (benefit) $ (6,790) $ 4,919 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the income tax provision and the amount computed by applying the statutory federal tax rate of 21% to loss before income taxes is as follows: Year Ended January 2, 2022 January 3, 2021 Taxes at U.S. statutory tax rate $ (11,381) $ (3,107) State income taxes, net of federal income tax benefit (1,023) (297) Paycheck Protection Program loan forgiveness (1,477) — Permanent differences 59 (97) Tax credits (400) (281) Remeasurement of deferred tax assets and liabilities — (58) Change in valuation allowance 8,210 1,609 Equity-based compensation — (1,196) Non-deductible executive compensation 561 — Disallowed loss on sale-leaseback transaction — 8,208 Non-controlling interest (745) (190) Other (594) 328 Income tax expense (benefit) $ (6,790) $ 4,919 Effective income tax rate 12.5 % (33.2) % |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred tax assets and liabilities are reflected in the following table: January 2, 2022 January 3, 2021 Deferred tax assets: Deferred compensation and accrued vacation $ 966 $ 787 Deferred revenue 22,368 16,198 Financing lease 7,682 7,689 Net operating loss and credit carryforwards 4,194 38 Inventory 5,176 154 Stock-based compensation 1,629 — Other 546 398 Total deferred tax assets 42,561 25,264 Deferred tax liabilities: Property and equipment (33,129) (31,713) Prepaids and other (608) — Total deferred tax liabilities (33,737) (31,713) Net deferred tax asset (liability) 8,824 (6,449) Valuation allowance (9,819) (1,609) Net deferred tax liability after valuation allowance $ (995) $ (8,058) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Black-Scholes Option Pricing Model Assumptions | Year Ended Expected volatility: 46.0% Expected term (in years): 1.13 - 6.25 Risk-free interest rate: 0.09% - 1.38% |
Schedule of Stock Option Activity | The following table summarizes our stock option activity during the twelve months ended January 2, 2022: Number of Stock Options Weighted Average Aggregate Intrinsic Value Weighted-Average Remaining Contractual Life Balance outstanding as of January 3, 2021 — $ — Granted 1,126 $ 14.26 Exercised — $ — Forfeited or canceled (140) $ 14.00 Balance outstanding as of January 2, 2022 986 $ 14.29 $ 2,104 6.7 years Balance vested and exercisable as of January 2, 2022 — $ — $ — 0.0 years |
Schedule of Restricted Common Stock Unit Activity | The following table summarizes our restricted common stock unit activity during the twelve months ended January 2, 2022: Number of Restricted Common Stock Units Weighted Average Grant Date Fair Value Per Share Balance outstanding as of January 3, 2021 2,329 $ 3.87 Granted 767 $ 15.31 Vested (776) $ 3.87 Forfeited or canceled (575) $ 5.57 Balance outstanding as of January 2, 2022 1,745 $ 8.34 |
Schedule of Share-based Compensation Expense | Year Ended Expected volatility: 46.3% Expected term (in years): 0.50 Risk-free interest rate: 0.06% Weighted average grant-date fair value per share $8.87 |
Schedule of Black-Scholes ESPP Pricing Model Assumptions | Share-based compensation expense was allocated in the consolidated statements of operations as follows: Year Ended January 2, 2022 January 3, 2021 Cost of revenue $ 2,550 $ — Research and development 1,148 — Selling, general and administrative expenses 7,979 488 $ 11,677 $ 488 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Change in Level 3 Assets Measured at Fair Value On a Recurring Basis | 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: Contingent Warrant Liability Balance at Balance December 29, 2019 $ 20,100 $ 14,780 Payments (11,294) (14,000) Change in fair value 2,094 (780) Balance at January 3, 2021 10,900 — Payments (7,374) — Change in fair value (2,710) — Balance at January 2, 2022 $ 816 $ — |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments for assets under capital leases at January 2, 2022 are as follows: 2022 $ 1,459 2023 453 2024 207 2025 185 2026 185 Thereafter 2,230 Total lease payments 4,719 Less: imputed interest (2,327) Total $ 2,392 |
Major Customers and Concentra_2
Major Customers and Concentration Risk (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Risks and Uncertainties [Abstract] | |
Summary of Concentration Risk Percentage of Customers | The following customers accounted for 10% or more of revenue for the years ended January 2, 2022 and January 3, 2021: Year Ended January 2, 2022 January 3, 2021 Customer A 24 % 14 % Customer B 25 % 29 % Customer C * 16 % 49 % 59 % __________________ * Represents less than 10% of revenue. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Future Minimum Lease Commitments | Future minimum lease commitments to Oxbow Realty as of January 2, 2022 were as follows (such amounts are eliminated from our consolidated financial statements due to the consolidation of Oxbow Realty, see Note 17 – Variable Interest Entities ): 2022 $ 4,836 2023 4,932 2024 5,031 2025 5,132 2026 5,234 Thereafter 84,116 Total lease payments 109,281 Less: imputed interest (81,935) Total $ 27,346 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Balance Sheets | The following table shows the carrying amounts of assets and liabilities of Oxbow Realty that are consolidated by us as of January 2, 2022 and January 3, 2021. The assets and liabilities are presented prior to consolidation, and thus a portion of these assets and liabilities are eliminated in consolidation. January 2, January 3, Cash and cash equivalents $ 475 $ 860 Prepaid expenses 192 99 Finance receivable 37,437 36,930 Other assets 200 — Total assets $ 38,304 $ 37,889 Accounts payable $ 1,232 $ 672 Accrued expenses 479 9 Debt 37,793 38,776 Total liabilities $ 39,504 $ 39,457 SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Balance Sheets January 2, 2022 January 3, 2021 (in thousands, except share, unit and per share data) Assets Current assets: Cash and cash equivalents $ — $ — Income tax receivable 745 — Total current assets 745 — Due from subsidiaries 24,419 49,791 Investment in subsidiaries 61,127 (16) Deferred income tax asset 404 38 Total assets $ 86,695 $ 49,813 Liabilities and Shareholders’ Equity (Deficit) Current liabilities: Current portion of long-term debt $ — $ 1,783 Income taxes payable — 1,710 Current portion of contingent consideration 816 8,904 Total current liabilities 816 12,397 Long-term liabilities: Long-term debt, less current portion and unamortized debt issuance costs 24,752 35,436 Contingent consideration, less current portion — 1,996 Total liabilities 25,568 49,829 Commitments and contingencies Shareholders’ equity (deficit): Preferred stock, $0.01 par value per share (80,000,000 and zero shares authorized; zero issued and outstanding) — — Common stock, $0.01 par value per share (200,000,000 and zero shares authorized, 39,836,038 and zero shares issued and outstanding) 398 — Additional paid-in capital 115,208 — Class A preferred units (zero and 2,000,000 units authorized; zero issued and outstanding) — — Class B preferred units (zero and 18,000,000 units authorized; zero and 18,000,000 units issued and outstanding) — — Common units (zero and 5,000,000 units authorized; zero and 3,057,344 units issued; zero and 2,107,452 outstanding) — 3,767 Accumulated deficit (54,479) (3,783) Total shareholders’ equity (deficit) 61,127 (16) Total liabilities and shareholders’ equity (deficit) $ 86,695 $ 49,813 |
Condensed Income Statements | The following table shows the revenue and expenses of Oxbow Realty that are consolidated by us for the year ended January 2, 2022, and for the period from September 29, 2020 to January 3, 2021. We began consolidating Oxbow Realty on September 29, 2020. We have included these amounts, net of eliminations, in the corresponding tables in the notes to our consolidated financial statements. Year Ended January 2, 2022 Period from September 29, 2020 to Revenue $ 5,018 $ 1,345 General and administrative expenses 382 213 Interest expense 1,343 229 Total expenses 1,725 442 Net income $ 3,293 $ 903 SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Statements of Operations Year Ended January 2, January 3, (in thousands, except per unit and per share data) Revenue $ — $ — Operating expenses — — Operating income — — Other income (expense), net — — Loss before income taxes and equity in net loss of subsidiaries — — Income tax expense (benefit) — — Equity in net loss of subsidiaries (50,696) (20,617) Net loss $ (50,696) $ (20,617) Net loss per share attributable to common shareholders, basic and diluted $ (1.76) Net loss per unit attributable to Class B preferred unitholders, basic and diluted $ (1.15) |
Condensed Financial Informati_2
Condensed Financial Information (Parent Company Only) (Tables) | 12 Months Ended |
Jan. 02, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Balance Sheets | The following table shows the carrying amounts of assets and liabilities of Oxbow Realty that are consolidated by us as of January 2, 2022 and January 3, 2021. The assets and liabilities are presented prior to consolidation, and thus a portion of these assets and liabilities are eliminated in consolidation. January 2, January 3, Cash and cash equivalents $ 475 $ 860 Prepaid expenses 192 99 Finance receivable 37,437 36,930 Other assets 200 — Total assets $ 38,304 $ 37,889 Accounts payable $ 1,232 $ 672 Accrued expenses 479 9 Debt 37,793 38,776 Total liabilities $ 39,504 $ 39,457 SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Balance Sheets January 2, 2022 January 3, 2021 (in thousands, except share, unit and per share data) Assets Current assets: Cash and cash equivalents $ — $ — Income tax receivable 745 — Total current assets 745 — Due from subsidiaries 24,419 49,791 Investment in subsidiaries 61,127 (16) Deferred income tax asset 404 38 Total assets $ 86,695 $ 49,813 Liabilities and Shareholders’ Equity (Deficit) Current liabilities: Current portion of long-term debt $ — $ 1,783 Income taxes payable — 1,710 Current portion of contingent consideration 816 8,904 Total current liabilities 816 12,397 Long-term liabilities: Long-term debt, less current portion and unamortized debt issuance costs 24,752 35,436 Contingent consideration, less current portion — 1,996 Total liabilities 25,568 49,829 Commitments and contingencies Shareholders’ equity (deficit): Preferred stock, $0.01 par value per share (80,000,000 and zero shares authorized; zero issued and outstanding) — — Common stock, $0.01 par value per share (200,000,000 and zero shares authorized, 39,836,038 and zero shares issued and outstanding) 398 — Additional paid-in capital 115,208 — Class A preferred units (zero and 2,000,000 units authorized; zero issued and outstanding) — — Class B preferred units (zero and 18,000,000 units authorized; zero and 18,000,000 units issued and outstanding) — — Common units (zero and 5,000,000 units authorized; zero and 3,057,344 units issued; zero and 2,107,452 outstanding) — 3,767 Accumulated deficit (54,479) (3,783) Total shareholders’ equity (deficit) 61,127 (16) Total liabilities and shareholders’ equity (deficit) $ 86,695 $ 49,813 |
Condensed Income Statements | The following table shows the revenue and expenses of Oxbow Realty that are consolidated by us for the year ended January 2, 2022, and for the period from September 29, 2020 to January 3, 2021. We began consolidating Oxbow Realty on September 29, 2020. We have included these amounts, net of eliminations, in the corresponding tables in the notes to our consolidated financial statements. Year Ended January 2, 2022 Period from September 29, 2020 to Revenue $ 5,018 $ 1,345 General and administrative expenses 382 213 Interest expense 1,343 229 Total expenses 1,725 442 Net income $ 3,293 $ 903 SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Statements of Operations Year Ended January 2, January 3, (in thousands, except per unit and per share data) Revenue $ — $ — Operating expenses — — Operating income — — Other income (expense), net — — Loss before income taxes and equity in net loss of subsidiaries — — Income tax expense (benefit) — — Equity in net loss of subsidiaries (50,696) (20,617) Net loss $ (50,696) $ (20,617) Net loss per share attributable to common shareholders, basic and diluted $ (1.76) Net loss per unit attributable to Class B preferred unitholders, basic and diluted $ (1.15) |
Nature of Business (Details)
Nature of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 23, 2021 | Jan. 02, 2022 | Jan. 03, 2021 | Jul. 26, 2021 |
Sale of Stock [Line items] | ||||
Stock offering costs | $ 1,867 | $ 2,183 | ||
Strategic capital investments | $ 56,000 | |||
Amount invested in strategic capital investment | $ 13,800 | |||
IPO | ||||
Sale of Stock [Line items] | ||||
Underwriting discounts and commissions | $ 7,844 | |||
Stock offering costs | $ 4,050 | |||
IPO | Common Stock | ||||
Sale of Stock [Line items] | ||||
Shares issued in public offering (in shares) | 8,004,000 | |||
Public offering price per share (in USD per share) | $ 14 | |||
Proceeds from public offering | $ 100,162 |
Basis of Presentation and Pri_3
Basis of Presentation and Principles of Consolidation - Schedule of Basic And Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 14, 2021 | Jan. 02, 2022 | Jan. 03, 2021 |
Numerator: | |||
Net loss attributable to SkyWater Technology, Inc. | $ (50,696) | $ (20,617) | |
Undistributed preferred return to Class B preferred unitholders, basic | (398) | ||
Undistributed preferred return to Class B preferred unitholders, diluted | (398) | ||
Net loss attributable to common shareholders, basic | (51,094) | ||
Net loss attributable to common shareholders, diluted | $ (51,094) | ||
Denominator: | |||
Weighted average shares outstanding, basic (in shares) | 29,038,174 | ||
Weighted average shares outstanding, diluted (in shares) | 29,038,174 | ||
Net loss per share, basic (in USD per share) | $ (1.76) | ||
Net loss per share, diluted (in USD per share) | $ (1.76) | ||
Class B Preferred Unitholders | |||
Denominator: | |||
Weighted average shares outstanding, basic (in shares) | 18,000,000 | ||
Weighted average shares outstanding, diluted (in shares) | 18,000,000 | ||
Net loss per share, basic (in USD per share) | $ (1.15) | ||
Net loss per share, diluted (in USD per share) | $ (1.15) | ||
Common Units | |||
Denominator: | |||
Number of units converted (in shares) | 2,105,936 | ||
Common Stock | |||
Denominator: | |||
Conversion of units (in shares) | 31,055,743 | ||
Common Stock | Common Unit Holders | |||
Denominator: | |||
Conversion of units (in shares) | 3,060,343 | 3,060,343 | |
Common Stock | Class B Preferred Unitholders | |||
Denominator: | |||
Conversion of units (in shares) | 27,995,400 | 27,995,400 | |
Class B Units | |||
Denominator: | |||
Weighted average shares outstanding, basic (in shares) | 18,000,000 | ||
Weighted average shares outstanding, diluted (in shares) | 18,000,000 | ||
Net loss per share, basic (in USD per share) | $ (1.15) | ||
Net loss per share, diluted (in USD per share) | $ (1.15) | ||
Number of units converted (in shares) | 18,000,000 |
Basis of Presentation and Pri_4
Basis of Presentation and Principles of Consolidation - Narrative (Details) | Jan. 02, 2022shares | Jan. 03, 2021shares | Jan. 02, 2022USD ($)segment |
Lessee, Lease, Description [Line Items] | |||
Number of operating segments | segment | 1 | ||
Class B Units | |||
Lessee, Lease, Description [Line Items] | |||
Preferred units rate of return | 8.00% | ||
CNF Lease | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 23 years | 23 years | |
Lease payment per year | $ 1 | ||
Payment for lease termination | $ 15,000 | ||
CNF Lease | Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 18 months | 18 months | |
Restricted Stock Units And Stock Options | |||
Lessee, Lease, Description [Line Items] | |||
Units excluded from computation (in shares) | shares | 2,731,000 | 2,329,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Apr. 23, 2021 | Jan. 02, 2022 | Nov. 30, 2021 | Jan. 02, 2022 | Jan. 03, 2021 | Mar. 31, 2017 | Mar. 01, 2017 |
Accounting Policies [Line Items] | |||||||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | ||||
Deferred offering costs | 0 | 0 | 2,183,000 | ||||
Reclassification of deferred offering costs | $ 4,050,000 | ||||||
Impairment of long-lived assets | 0 | 0 | |||||
Royalty payments | 7,374,000 | 11,294,000 | |||||
Royalty expense (benefit) | (2,710,000) | 2,094,000 | |||||
Fair value of obligation | $ 8,200,000 | 8,200,000 | $ 26,200,000 | ||||
Advertising expense | $ 107,000 | $ 268,000 | |||||
Main Customer | Wafer Services | |||||||
Accounting Policies [Line Items] | |||||||
Commitment obligation period | 40 months | ||||||
Cypress | |||||||
Accounting Policies [Line Items] | |||||||
Contingent consideration liability | $ 24,900,000 | ||||||
Customer list | |||||||
Accounting Policies [Line Items] | |||||||
Intangible asset useful life | 4 years 3 months | ||||||
Software and licenses | Minimum | |||||||
Accounting Policies [Line Items] | |||||||
Intangible asset useful life | 3 years | ||||||
Software and licenses | Maximum | |||||||
Accounting Policies [Line Items] | |||||||
Intangible asset useful life | 6 years | ||||||
Machinery and Equipment | |||||||
Accounting Policies [Line Items] | |||||||
Property and equipment useful life | 10 years | 7 years | |||||
Machinery and Equipment | Minimum | |||||||
Accounting Policies [Line Items] | |||||||
Property and equipment useful life | 7 years | ||||||
Machinery and Equipment | Maximum | |||||||
Accounting Policies [Line Items] | |||||||
Property and equipment useful life | 10 years | ||||||
Building | |||||||
Accounting Policies [Line Items] | |||||||
Property and equipment useful life | 25 years |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Thousands | Mar. 17, 2020USD ($) | Jan. 02, 2022USD ($)contract | Jan. 03, 2021USD ($)contract | Mar. 06, 2020USD ($) | Dec. 29, 2019USD ($) |
Disaggregation of Revenue [Line Items] | |||||
Contract amounts related to revenue from contracts with customers | $ 92,957 | $ 105,441 | $ 51,474 | ||
Long-term contract amounts | 76,816 | 79,455 | |||
Revenue obligation amount | 92,060 | ||||
Amortization of deferred contract costs | $ 1,512 | $ 462 | |||
Contract modifications | contract | 1 | 0 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-03 | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue obligation amount | $ 15,243 | ||||
Revenue recognition period | 1 year | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-02 | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue obligation amount | $ 18,928 | ||||
Revenue recognition period | 1 year | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue obligation amount | $ 11,712 | ||||
Revenue recognition period | 1 year | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-12-30 | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue obligation amount | $ 46,177 | ||||
Revenue recognition period | 1 year | ||||
Equipment Sale And Facility Usage | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract amounts related to revenue from contracts with customers | $ 32,431 | ||||
Equipment Sale | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract amounts related to revenue from contracts with customers | 11,431 | ||||
Facility Usage | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract amounts related to lease | $ 21,000 | ||||
Term of lease | 4 years 6 months | ||||
Expanded Equipment Sale And Facility Usage | |||||
Disaggregation of Revenue [Line Items] | |||||
Long-term contract amounts | $ 79,783 | ||||
Additional consideration to long-term contract amount | $ 25,642 | ||||
Customer contract term | 5 years | ||||
Expanded Equipment Sale And Facility Usage | Minimum | |||||
Disaggregation of Revenue [Line Items] | |||||
Customer contract term | 5 years | ||||
Expanded Equipment Sale And Facility Usage | Maximum | |||||
Disaggregation of Revenue [Line Items] | |||||
Customer contract term | 7 years | ||||
BRIDG | |||||
Disaggregation of Revenue [Line Items] | |||||
Costs and Expenses, Related Party | $ 1,650 | ||||
BRIDG | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-03 | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue obligation amount | $ 15,000 | ||||
Revenue recognition period | 38 months |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Lease Revenue | $ 4,668 | $ 389 |
Revenue recognized from foundry services obligation | 399 | |
Total Revenue | 162,848 | 140,438 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 141,106 | 118,480 |
United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 9,226 | 7,559 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 6,216 | 9,138 |
All others | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenue | 6,300 | 5,261 |
Point-in-Time | ||
Disaggregation of Revenue [Line Items] | ||
Topic 606 Revenue | 51,157 | 46,019 |
Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Topic 606 Revenue | 107,023 | 93,631 |
Wafer Services | ||
Disaggregation of Revenue [Line Items] | ||
Lease Revenue | 0 | 0 |
Revenue recognized from foundry services obligation | 399 | |
Total Revenue | 51,157 | 46,418 |
Wafer Services | Point-in-Time | ||
Disaggregation of Revenue [Line Items] | ||
Topic 606 Revenue | 51,157 | 46,019 |
Wafer Services | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Topic 606 Revenue | 0 | 0 |
Total Advanced Technology Services | ||
Disaggregation of Revenue [Line Items] | ||
Lease Revenue | 4,668 | 389 |
Revenue recognized from foundry services obligation | 0 | |
Total Revenue | 111,691 | 94,020 |
Total Advanced Technology Services | Point-in-Time | ||
Disaggregation of Revenue [Line Items] | ||
Topic 606 Revenue | 0 | 0 |
Total Advanced Technology Services | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Topic 606 Revenue | 107,023 | 93,631 |
T&M | ||
Disaggregation of Revenue [Line Items] | ||
Lease Revenue | 0 | 0 |
Revenue recognized from foundry services obligation | 0 | |
Total Revenue | 48,318 | 64,155 |
T&M | Point-in-Time | ||
Disaggregation of Revenue [Line Items] | ||
Topic 606 Revenue | 0 | 0 |
T&M | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Topic 606 Revenue | 48,318 | 64,155 |
Fixed Price | ||
Disaggregation of Revenue [Line Items] | ||
Lease Revenue | 0 | 0 |
Revenue recognized from foundry services obligation | 0 | |
Total Revenue | 58,705 | 29,476 |
Fixed Price | Point-in-Time | ||
Disaggregation of Revenue [Line Items] | ||
Topic 606 Revenue | 0 | 0 |
Fixed Price | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Topic 606 Revenue | 58,705 | 29,476 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Lease Revenue | 4,668 | 389 |
Revenue recognized from foundry services obligation | 0 | |
Total Revenue | 4,668 | 389 |
Other | Point-in-Time | ||
Disaggregation of Revenue [Line Items] | ||
Topic 606 Revenue | 0 | 0 |
Other | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Topic 606 Revenue | $ 0 | $ 0 |
Revenue - Changes in Contract A
Revenue - Changes in Contract Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Contract With Customer, Asset [Roll Forward] | ||
Contract assets at beginning of period | $ 8,147 | $ 172 |
Transfers to accounts receivable, net | (24,664) | (15,505) |
Increase due to revenue recognized in advance of customer billings | 32,820 | 23,480 |
Contract assets at end of period | $ 16,303 | $ 8,147 |
Revenue - Summary of Deferred R
Revenue - Summary of Deferred Revenue (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 | Dec. 29, 2019 |
Revenue Recognition and Deferred Revenue [Abstract] | |||
Current contract liabilities | $ 16,141 | $ 25,986 | |
Long-term contract liabilities | 76,816 | 79,455 | |
Total contract liabilities | 92,957 | 105,441 | $ 51,474 |
Current deferred lease revenue | 4,667 | 4,667 | |
Long-term deferred lease revenue | 11,278 | 15,944 | |
Total deferred lease revenue | 15,945 | 20,611 | |
Current deferred revenue | 20,808 | 30,653 | |
Long-term deferred revenue | 88,094 | 95,399 | |
Total deferred revenue | $ 108,902 | $ 126,052 |
Revenue - Changes in Contract L
Revenue - Changes in Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Contract With Customer, Liability [Roll Forward] | ||
Contract liabilities at beginning of period | $ 105,441 | $ 51,474 |
Revenue recognized included in the balance at the beginning of the year | (22,933) | (1,553) |
Increase due to payments received, excluding amounts recognized as revenue during the year | 10,449 | 55,520 |
Contract liabilities at end of period | $ 92,957 | $ 105,441 |
Revenue - Summary of Performanc
Revenue - Summary of Performance Obligations (Details) $ in Thousands | Jan. 02, 2022USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue obligation amount | $ 92,060 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-03 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue obligation amount | $ 15,243 |
Revenue recognition period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-02 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue obligation amount | $ 18,928 |
Revenue recognition period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue obligation amount | $ 11,712 |
Revenue recognition period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-12-30 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue obligation amount | $ 46,177 |
Revenue recognition period | 1 year |
Balance Sheet Information - Sum
Balance Sheet Information - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | $ 39,381 | $ 29,995 |
Trade accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | 23,022 | 21,357 |
Unbilled revenue (contract assets) | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | 16,303 | 8,147 |
Note receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | 0 | 230 |
Employee note receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | 0 | 222 |
Other receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | $ 56 | $ 39 |
Balance Sheet Information - Nar
Balance Sheet Information - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Dec. 30, 2020 | |
Debt Instrument [Line Items] | |||
Depreciation expense | $ 25,478 | $ 17,721 | |
Key Employee | |||
Debt Instrument [Line Items] | |||
Note receivable | $ 222 | ||
Customer list | |||
Debt Instrument [Line Items] | |||
Amortization of intangible assets | 353 | 353 | |
Software and licenses | |||
Debt Instrument [Line Items] | |||
Amortization of intangible assets | $ 1,537 | $ 792 |
Balance Sheet Information - S_2
Balance Sheet Information - Summary Of Inventories (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Balance Sheet Information [Abstract] | ||
Raw materials | $ 3,340 | $ 1,463 |
Work-in-process | 7,339 | 19,719 |
Supplies and spare parts | 6,821 | 5,987 |
Total inventories—current | 17,500 | 27,169 |
Supplies and spare parts classified as other assets | 2,388 | 1,949 |
Total inventories | $ 19,888 | $ 29,118 |
Balance Sheet Information - S_3
Balance Sheet Information - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Balance Sheet Information [Abstract] | ||
Prepaid expenses | $ 1,759 | $ 2,761 |
Deferred contract costs | 1,579 | 1,647 |
Prepaid inventory | 516 | 0 |
Equipment purchased for customer | 0 | 5,343 |
Deferred offering costs | 0 | 2,183 |
Other | 0 | 38 |
Total prepaid assets and other current assets | $ 3,854 | $ 11,972 |
Balance Sheet Information - S_4
Balance Sheet Information - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Balance Sheet Information [Abstract] | ||
Land | $ 5,396 | $ 5,396 |
Buildings and improvements | 87,156 | 85,197 |
Machinery and equipment | 143,105 | 124,130 |
Fixed assets not yet in service | 29,229 | 22,602 |
Total property and equipment, at cost | 264,886 | 237,325 |
Less: Accumulated depreciation | (84,411) | (59,247) |
Total property and equipment, net | $ 180,475 | $ 178,078 |
Balance Sheet Information - S_5
Balance Sheet Information - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, at cost | $ 8,125 | $ 6,908 |
Less: Accumulated amortization | (4,234) | (2,347) |
Total intangible assets, net | 3,891 | 4,561 |
Customer list | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, at cost | 1,500 | 1,500 |
Software and licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, at cost | $ 6,625 | $ 5,408 |
Balance Sheet Information - S_6
Balance Sheet Information - Summary of Remaining Estimated Aggregate Annual Amortization Expense (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Balance Sheet Information [Abstract] | ||
2022 | $ 1,606 | |
2023 | 1,166 | |
2024 | 511 | |
2025 | 338 | |
2026 | 270 | |
Thereafter | 0 | |
Total intangible assets, net | $ 3,891 | $ 4,561 |
Balance Sheet Information - S_7
Balance Sheet Information - Summary of Other Assets (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Balance Sheet Information [Abstract] | ||
Supplies and spare parts | $ 2,388 | $ 1,949 |
Deferred contract costs | 1,760 | 2,049 |
Other assets | 687 | 0 |
Total other assets | $ 4,835 | $ 3,998 |
Balance Sheet Information - S_8
Balance Sheet Information - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Balance Sheet Information [Abstract] | ||
Accrued compensation | $ 4,557 | $ 6,315 |
Accrued royalties | 1,854 | 2,145 |
Capital lease obligations | 1,192 | 0 |
Accrued fixed asset expenditures | 861 | 6,337 |
Accrued commissions | 189 | 5,183 |
Other accrued expenses | 8,830 | 5,516 |
Total accrued expenses | $ 17,483 | $ 25,496 |
Debt - Summary of Debt Outstand
Debt - Summary of Debt Outstanding (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 | Dec. 28, 2020 | Sep. 29, 2020 | Apr. 18, 2020 |
Debt Instrument [Line Items] | |||||
Unamortized debt issuance costs | $ (4,624) | $ (4,995) | |||
Total long-term debt, including current maturities | 59,449 | 72,600 | |||
Less: Current portion of long-term debt | (1,021) | (2,772) | |||
Long-term debt, excluding current portion and unamortized debt issuance costs | 58,428 | 69,828 | |||
Revolver | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 26,223 | 32,303 | |||
Unamortized debt issuance costs | (175) | $ (175) | |||
Unamortized debt issuance costs | 1,471 | 1,537 | |||
Financing (by VIE) | |||||
Debt Instrument [Line Items] | |||||
Unamortized debt issuance costs | (3,487) | $ (933) | $ (182) | ||
Unamortized debt issuance costs | 3,153 | 3,458 | |||
Paycheck Protection Program loan | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | $ 0 | $ 6,453 | $ 6,453 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Jun. 10, 2021USD ($) | Dec. 28, 2020USD ($) | Sep. 29, 2020USD ($) | Oct. 23, 2018USD ($) | Jan. 02, 2022USD ($) | Jan. 03, 2021USD ($) | Nov. 03, 2021USD ($) | Sep. 30, 2020USD ($) | Apr. 18, 2020USD ($) |
Debt Instrument [Line Items] | |||||||||
Unamortized debt issuance costs | $ 4,624,000 | $ 4,995,000 | |||||||
Loss on debt extinguishment | $ (6,453,000) | 0 | 1,434,000 | ||||||
Cash and cash equivalents, not including cash held by VIE | $ 12,442,000 | ||||||||
Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee percentage | 0.25% | ||||||||
Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee percentage | 0.375% | ||||||||
Revolver | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit agreement borrowing capacity | $ 20,000,000 | ||||||||
Outstanding balance of loan | $ 26,223,000 | 32,303,000 | |||||||
Minimum remaining availability required under revolver covenant | $ 15,000,000 | ||||||||
Fixed charge coverage ratio | 1.1 | ||||||||
Leverage ratio | 3 | ||||||||
Unamortized debt issuance costs | $ 175,000 | $ 175,000 | |||||||
Debt instrument, term | 10 years | ||||||||
Principal and accrued interest | 2,752,000 | ||||||||
Debt instrument, periodic payment | 194,000 | ||||||||
Revolver | Third-party | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt issuance costs | $ 884,000 | ||||||||
Revolver | Wells Fargo Bank | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt issuance costs | $ 488,000 | ||||||||
Revolver | Fed Funds Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable rate spread | 0.50% | ||||||||
Revolver | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable rate spread | 1.00% | ||||||||
Revolver | Wells Fargo Bank | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit agreement borrowing capacity | 65,000,000 | ||||||||
Debt instrument, interest rate | 4.75% | ||||||||
Remaining balance of revolver | $ 38,627,000 | ||||||||
Term loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount of debt | $ 36,500,000 | ||||||||
Unamortized debt issuance costs | 933,000 | $ 182,000 | 3,487,000 | ||||||
Periodic payment installments | 6,348,000 | ||||||||
Loss on debt extinguishment | 1,211,000 | $ 223,000 | |||||||
Percent of prepayment penalty, year one | 0.03 | ||||||||
Percent of prepayment penalty, year two | 0.02 | ||||||||
Percent of prepayment penalty, year three | 0.01 | ||||||||
Repayment of outstanding amounts, principal | 27,774,000 | ||||||||
Repayment of outstanding amounts, accrued interest | 161,000 | ||||||||
Prepayment penalties | 278,000 | ||||||||
Term loan | VIEs | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding balance of loan | $ 37,850,000 | 38,839,000 | |||||||
Debt instrument, interest rate | 3.44% | ||||||||
Face amount of debt | $ 39,000,000 | ||||||||
Fixed charge coverage ratio | 1.2 | ||||||||
Unamortized debt issuance costs | $ 65,000 | ||||||||
Periodic payment installments | $ 194,000 | ||||||||
Debt instrument, term | 10 years | ||||||||
EBITDAR ratio | 5 | ||||||||
Paycheck Protection Program loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding balance of loan | $ 0 | $ 6,453,000 | $ 6,453,000 | ||||||
Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount of debt | $ 10,000,000 |
Debt - Summary of Future Princi
Debt - Summary of Future Principal Payments (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Total long-term debt, including current maturities | $ 59,449 | $ 72,600 |
Line of Credit And Loans Payable | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2022 | 1,021 | |
2023 | 1,060 | |
2024 | 1,094 | |
2025 | 27,360 | |
2026 | 1,177 | |
Thereafter | 32,361 | |
Total long-term debt, including current maturities | $ 64,073 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Current: | ||
Federal | $ 379 | $ 1,499 |
State | (106) | 1,033 |
Total current tax expense | 273 | 2,532 |
Deferred: | ||
Federal | (6,794) | 2,777 |
State | (269) | (390) |
Total deferred tax expense (benefit) | (7,063) | 2,387 |
Income tax expense (benefit) | $ (6,790) | $ 4,919 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal tax rate | 21.00% | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Taxes at U.S. statutory tax rate | $ (11,381) | $ (3,107) |
State income taxes, net of federal income tax benefit | (1,023) | (297) |
Paycheck Protection Program loan forgiveness | (1,477) | 0 |
Permanent differences | 59 | (97) |
Tax credits | (400) | (281) |
Remeasurement of deferred tax assets and liabilities | 0 | (58) |
Change in valuation allowance | 8,210 | 1,609 |
Equity-based compensation | 0 | (1,196) |
Non-deductible executive compensation | 561 | 0 |
Disallowed loss on sale-leaseback transaction | 0 | 8,208 |
Non-controlling interest | (745) | (190) |
Other | (594) | 328 |
Income tax expense (benefit) | $ (6,790) | $ 4,919 |
Effective income tax rate | 12.50% | (33.20%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Deferred tax assets: | ||
Deferred compensation and accrued vacation | $ 966 | $ 787 |
Deferred revenue | 22,368 | 16,198 |
Financing lease | 7,682 | 7,689 |
Net operating loss and credit carryforwards | 4,194 | 38 |
Inventory | 5,176 | 154 |
Stock-based compensation | 1,629 | 0 |
Other | 546 | 398 |
Total deferred tax assets | 42,561 | 25,264 |
Deferred tax liabilities: | ||
Property and equipment | (33,129) | (31,713) |
Prepaids and other | (608) | 0 |
Total deferred tax liabilities | (33,737) | (31,713) |
Net deferred tax asset (liability) | 8,824 | (6,449) |
Valuation allowance | (9,819) | (1,609) |
Net deferred tax liability after valuation allowance | $ (995) | $ (8,058) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ (9,819) | $ (1,609) |
Penalties and interest expense | $ 0 | $ 0 |
Warrant Liability (Details)
Warrant Liability (Details) $ / shares in Units, $ in Thousands | Dec. 28, 2020USD ($) | Jan. 02, 2022USD ($) | Jan. 03, 2021USD ($) | Mar. 01, 2017$ / shares |
Class of Warrant or Right [Line Items] | ||||
Exercise price (in USD per share) | $ / shares | $ 0.01 | |||
Percentage of estimated fair value of equity to value warrants | 0.10 | |||
Change in fair value of warrant liability | $ 0 | $ 780 | ||
Warrants repurchased | $ 14 | $ 0 | $ 14,000 | |
Class B Units | ||||
Class of Warrant or Right [Line Items] | ||||
Percentage of units outstanding, representing units available for purchase under warrant | 0.10 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Thousands | Apr. 23, 2021USD ($)$ / sharesshares | Apr. 14, 2021$ / sharesshares | Dec. 31, 2020director$ / sharesshares | Jan. 02, 2022USD ($)$ / sharesshares | Jan. 03, 2021USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||
Common shares authorized (in shares) | 200,000,000 | 200,000,000 | 0 | ||
Common shares, per share (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Preferred shares authorized (in shares) | 80,000,000 | 80,000,000 | 0 | ||
Preferred shares, per share (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common shares, issued (in shares) | 39,836,038 | 0 | |||
Preferred shares outstanding (in shares) | 0 | 0 | |||
Stock offering costs | $ | $ 1,867 | $ 2,183 | |||
Number of directors exercising their options | director | 2 | ||||
Exercise of common unit options (in shares) | 0 | ||||
Repurchase of common units | $ | $ 0 | $ 4,085 | |||
Class A Units | |||||
Class of Stock [Line Items] | |||||
Preferred units authorized (in shares) | 0 | 2,000,000 | |||
Preferred units outstanding (in shares) | 0 | 0 | |||
Preferred units issued (in shares) | 0 | 0 | |||
Class B Units | |||||
Class of Stock [Line Items] | |||||
Preferred units authorized (in shares) | 0 | 18,000,000 | |||
Preferred units outstanding (in shares) | 0 | 18,000,000 | |||
Preferred units issued (in shares) | 0 | 18,000,000 | |||
Preferred units rate of return | 8.00% | ||||
Common Units | |||||
Class of Stock [Line Items] | |||||
Preferred units authorized (in shares) | 5,000,000 | ||||
Preferred units outstanding (in shares) | 2,107,452 | ||||
Preferred units issued (in shares) | 3,057,344 | ||||
Repurchase of common units (in shares) | 949,892 | ||||
Price per share of shares repurchased (in USD per share) | $ / shares | $ 4.28 | ||||
Common Units | Directors Exercising Options | |||||
Class of Stock [Line Items] | |||||
Repurchase of common units (in shares) | 634,103 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of units (in shares) | 31,055,743 | ||||
IPO | |||||
Class of Stock [Line Items] | |||||
Underwriting discounts and commissions | $ | $ 7,844 | ||||
Stock offering costs | $ | $ 4,050 | ||||
IPO | Common Stock | |||||
Class of Stock [Line Items] | |||||
Shares issued in public offering (in shares) | 8,004,000 | ||||
Public offering price per share (in USD per share) | $ / shares | $ 14 | ||||
Proceeds from public offering | $ | $ 100,162 | ||||
Class B Preferred Unitholders | Common Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of units (in shares) | 27,995,400 | 27,995,400 | |||
Common Unit Holders | Common Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of units (in shares) | 3,060,343 | 3,060,343 | |||
Directors Exercising Options | |||||
Class of Stock [Line Items] | |||||
Exercise of common unit options (in shares) | 3,052,672 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 23, 2021 | Apr. 21, 2021 | Apr. 04, 2021 | Dec. 18, 2020 | Nov. 01, 2020 | Jan. 02, 2022 | Jan. 02, 2022 | Jan. 02, 2022 | Jan. 03, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares available for issuance (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||||||
Annual increase of number of shares reserved for issuance (in shares) | 150,000 | 150,000 | 150,000 | ||||||
Annual percent increase of number of shares reserved for issuance | 3.00% | 3.00% | 3.00% | ||||||
Number of stock options granted (in shares) | 1,126,000 | ||||||||
Share-based compensation expense | $ 11,677 | $ 488 | |||||||
Weighted average grant-date fair value of options granted | $ 5.38 | ||||||||
Share-based Payment Arrangement, Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of stock options granted (in shares) | 343,000 | ||||||||
Share-based Payment Arrangement, Tranche Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of stock options granted (in shares) | 783,000 | ||||||||
Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Additional awards issued under previous plan (in shares) | 0 | ||||||||
Awards outstanding under previous plan (in shares) | 0 | 0 | 0 | ||||||
Share-based compensation expense | $ 1,348 | 488 | |||||||
Unrecognized compensation cost | $ 3,987 | $ 3,987 | $ 3,987 | ||||||
Weighted average period of recognition for unrecognized compensation cost | 3 years 2 months 12 days | ||||||||
Options | Share-based Payment Arrangement, Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expiration period of options granted | 15 months | ||||||||
Options | Share-based Payment Arrangement, Tranche Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expiration period of options granted | 10 years | ||||||||
Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Units granted (in shares) | 1,602,588 | 4,672 | |||||||
Number of units converted (in shares) | 6,788 | ||||||||
Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | $ 10,000 | $ 0 | |||||||
Unrecognized compensation cost | 7,549 | 7,549 | $ 7,549 | ||||||
Weighted average period of recognition for unrecognized compensation cost | 1 year 8 months 12 days | ||||||||
Units granted (in shares) | 441,000 | 326,000 | |||||||
Award vesting period | 3 years | ||||||||
Number of units converted upon corporate conversion (in shares) | 2,328,880 | ||||||||
Fair value of units vested | $ 13,960 | ||||||||
Employee Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | 329 | ||||||||
Unrecognized compensation cost | 147 | $ 147 | $ 147 | ||||||
Common stock reserved for ESPP issuance (in shares) | 707,000 | ||||||||
Percentage of earnings applied to purchase of stock under ESPP | 15.00% | ||||||||
Shares available for purchase by an employee at each offering period (in shares) | 2,500 | ||||||||
Shares available for purchase by an employee at each offering period (in shares) | 0 | ||||||||
Amount withheld on behalf employees for future purchases | $ 937 | ||||||||
Employee Stock | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of fair value of shares at grant date to determine purchase price | 15.00% | ||||||||
Offering period | 27 months | ||||||||
Employee Stock | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Offering period | 6 months |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Option Pricing Model Assumption (Details) - Options | 12 Months Ended |
Jan. 02, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility: | 46.00% |
Risk-free interest rate, minimum | 0.09% |
Risk-free interest rate, maximum | 1.38% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years): | 1 year 1 month 17 days |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years): | 6 years 3 months |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Jan. 02, 2022USD ($)$ / sharesshares | |
Number of Stock Options | |
Number of stock options outstanding at beginning of period (in shares) | shares | 0 |
Number of stock options granted (in shares) | shares | 1,126,000 |
Number of stock options exercised (in shares) | shares | 0 |
Number of stock options forfeited or canceled (in shares) | shares | (140,000) |
Number of stock options outstanding at end of period (in shares) | shares | 986,000 |
Number of stock options vested and exercisable (in shares) | shares | 0 |
Weighted Average Exercise Price Per Share | |
Weighted average exercise of options outstanding at beginning of period (in USD per share) | $ / shares | $ 0 |
Weighted average exercise of options granted (in USD per share) | $ / shares | 14.26 |
Weighted average exercise of options exercised (in USD per share) | $ / shares | 0 |
Weighted average exercise of options forfeited or canceled (in USD per share) | $ / shares | 14 |
Weighted average exercise of options outstanding at end of period (in USD per share) | $ / shares | 14.29 |
Weighted average exercise of options vested and exercisable (in USD per share) | $ / shares | $ 0 |
Aggregate intrinsic value of shares outstanding | $ | $ 2,104 |
Aggregate intrinsic value of shares vested and exercisable | $ | $ 0 |
Weighted-average remaining contractual life of shares outstanding | 6 years 8 months 12 days |
Weighted-average remaining contractual life of shares vested and exercisable | 0 years |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of RSU Activity (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Jan. 02, 2022$ / sharesshares | |
Number of Restricted Common Stock Units | |
RSUs outstanding at beginning of period (in shares) | shares | 2,329,000 |
RSUs granted (in shares) | shares | 767,000 |
RSUs vested (in shares) | shares | (776,000) |
RSUs forfeited or canceled (in shares) | shares | (575,000) |
RSUs outstanding at end of period (in shares) | shares | 1,745,000 |
Weighted Average Grant Date Fair Value Per Share | |
Weighted average grant date fair value of RSUs outstanding at beginning of period (in USD per share) | $ / shares | $ 3.87 |
Weighted average grant date fair value of RSUs granted (in USD per share) | $ / shares | 15.31 |
Weighted average grant date fair value of RSUs vested (in USD per share) | $ / shares | 3.87 |
Weighted average grant date fair value of RSUs forfeited or canceled (in USD per share) | $ / shares | 5.57 |
Weighted average grant date fair value of RSUs outstanding at end of period (in USD per share) | $ / shares | $ 8.34 |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of ESPP Pricing Model Assumption (Details) - Employee Stock | 12 Months Ended |
Jan. 02, 2022$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility: | 46.30% |
Expected term (in years): | 6 months |
Risk-free interest rate: | 0.06% |
Weighted average grant-date fair value per share (in dollars per share) | $ 8.87 |
Share-Based Compensation - Sc_5
Share-Based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 11,677 | $ 488 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 2,550 | 0 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 1,148 | 0 |
Selling, general and administrative expenses | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 7,979 | $ 488 |
Benefit Plans (Details)
Benefit Plans (Details) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022USD ($) | Jan. 03, 2021USD ($) | |
401(k) Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer contributions | $ 1,751 | $ 1,005 |
LTIP | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Compensation expense | $ 855 | $ 2,152 |
LTIP | Benefit Plan, Tranche One | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Vesting percentage | 0.50 | |
Vesting period | 3 years | |
LTIP | Benefit Plan, Tranche Two | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Vesting percentage | 1 | |
Vesting period | 5 years | |
LTIP | Benefit Plan, Tranche Three | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Vesting percentage | 1 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Change in Level 3 Assets Measured at Fair Value On a Recurring Basis (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 10,900 | $ 20,100 |
Payments | (7,374) | (11,294) |
Change in fair value | (2,710) | 2,094 |
Balance at end of period | 816 | 10,900 |
Warrant Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 0 | 14,780 |
Payments | 0 | (14,000) |
Change in fair value | 0 | (780) |
Balance at end of period | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Dec. 28, 2020 | Jan. 02, 2022 | Jan. 03, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants repurchased | $ 14 | $ 0 | $ 14,000 |
Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Future cash payments | $ 816 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2022 | Jan. 03, 2021 | Mar. 01, 2017 | |
Commitments And Contingencies [Line Items] | |||
Revenue recognized from foundry services obligation | $ 399 | ||
Liability for loss claims per individual | $ 200 | ||
Liability for loss claims total | 5,600 | ||
Accrued liability for self-insurance costs | 447 | 404 | |
Contractual commitments outstanding | 8,200 | $ 26,200 | |
Capitalized cost of leased assets | $ 2,532 | ||
Capital lease term | 15 years | ||
Capital lease | $ 14,000 | ||
Future minimum payments for operating lease | $ 203 | ||
Wafer Services | |||
Commitments And Contingencies [Line Items] | |||
Revenue recognized from foundry services obligation | 399 | ||
Wafer Services | Main Customer | |||
Commitments And Contingencies [Line Items] | |||
Commitment obligation period | 40 months | ||
Revenue recognized from foundry services obligation | $ 40,632 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Jan. 02, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 1,459 |
2023 | 453 |
2024 | 207 |
2025 | 185 |
2026 | 185 |
Thereafter | 2,230 |
Total lease payments | 4,719 |
Less: imputed interest | (2,327) |
Total | $ 2,392 |
Major Customers and Concentra_3
Major Customers and Concentration Risk (Details) - Customer Concentration Risk | 3 Months Ended | 12 Months Ended | |
Apr. 04, 2021 | Jan. 02, 2022 | Jan. 03, 2021 | |
Revenue Benchmark | Customer A | |||
Concentration Risk [Line Items] | |||
Customer percentage of revenue | 24.00% | 14.00% | |
Revenue Benchmark | Customer B | |||
Concentration Risk [Line Items] | |||
Customer percentage of revenue | 25.00% | 29.00% | |
Revenue Benchmark | Customer C | |||
Concentration Risk [Line Items] | |||
Customer percentage of revenue | 16.00% | ||
Revenue Benchmark | Major Customers | |||
Concentration Risk [Line Items] | |||
Customer percentage of revenue | 49.00% | 59.00% | |
Accounts Receivable | Customer One | |||
Concentration Risk [Line Items] | |||
Customer percentage of revenue | 30.00% | 25.00% | |
Accounts Receivable | Customer Two | |||
Concentration Risk [Line Items] | |||
Customer percentage of revenue | 20.00% | 12.00% | |
Accounts Receivable | Customer Three | |||
Concentration Risk [Line Items] | |||
Customer percentage of revenue | 19.00% | ||
Accounts Receivable | Customer Four | |||
Concentration Risk [Line Items] | |||
Customer percentage of revenue | 18.00% |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands | Sep. 29, 2020 | Jan. 02, 2022 | Jan. 03, 2021 |
Oxbow Industries LLC | |||
Related Party Transaction [Line Items] | |||
Expenses from related party transaction | $ 215 | $ 640 | |
Board Of Directors | |||
Related Party Transaction [Line Items] | |||
Expenses from related party transaction | 117 | $ 239 | |
Oxbow Realty | |||
Related Party Transaction [Line Items] | |||
Related party transaction | $ 39,000 | ||
Transaction costs | 1,494 | ||
Lease payment per month | $ 394 | ||
Lease term | 20 years | ||
Annual percentage increase in monthly lease payments | 2.00% | ||
Oxbow Realty | Oxbow Realty | |||
Related Party Transaction [Line Items] | |||
Expenses from related party transaction | $ 1,950 | ||
Oxbow Realty | Oxbow Industries LLC | |||
Related Party Transaction [Line Items] | |||
Expenses from related party transaction | $ 1,950 | ||
Maximum | Oxbow Industries LLC | |||
Related Party Transaction [Line Items] | |||
Related party transaction | $ 700 |
Related Party Transactions - Su
Related Party Transactions - Summary of Minimum Lease Payments Sale Lease back Transactions (Details) - Oxbow Realty $ in Thousands | Jan. 02, 2022USD ($) |
Related Party Transaction [Line Items] | |
Remainder of 2022 | $ 4,836 |
2023 | 4,932 |
2024 | 5,031 |
2025 | 5,132 |
2026 | 5,234 |
Thereafter | 84,116 |
Total lease payments | 109,281 |
Less: imputed interest | (81,935) |
Total | $ 27,346 |
Inventory Write-down (Details)
Inventory Write-down (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory write-down | $ 13,442 | $ 0 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Condensed Balance Sheet Statements (Details) - USD ($) $ in Thousands | Jan. 02, 2022 | Jan. 03, 2021 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Cash and cash equivalents | $ 12,917 | $ 7,436 |
Total assets | 263,598 | 263,209 |
Total liabilities | 203,671 | 264,793 |
VIEs | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Cash and cash equivalents | 475 | 860 |
Prepaid expenses | 192 | 99 |
Finance receivable | 37,437 | 36,930 |
Other assets | 200 | 0 |
Total assets | 38,304 | 37,889 |
Accounts payable | 1,232 | 672 |
Accrued expenses | 479 | 9 |
Debt | 37,793 | 38,776 |
Total liabilities | $ 39,504 | $ 39,457 |
Variable Interest Entities - _2
Variable Interest Entities - Summary of Condensed Income Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jan. 03, 2021 | Jan. 02, 2022 | Jan. 03, 2021 | |
Condensed Income Statements, Captions [Line Items] | |||
Interest expense | $ 3,542 | $ 5,499 | |
Net loss attributable to SkyWater Technology, Inc. | (50,696) | $ (20,617) | |
VIEs | |||
Condensed Income Statements, Captions [Line Items] | |||
Revenue | $ 1,345 | 5,018 | |
General and administrative expenses | 213 | 382 | |
Interest expense | 229 | 1,343 | |
Total expenses | 442 | 1,725 | |
Net loss attributable to SkyWater Technology, Inc. | $ 903 | $ 3,293 |
Condensed Financial Informati_3
Condensed Financial Information (Parent Company Only) - Condensed Balance Sheets (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 02, 2022 | Apr. 14, 2021 | Jan. 03, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 12,917 | $ 7,436 | |
Income tax receivable | 745 | 0 | |
Total current assets | 74,397 | 76,572 | |
Total assets | 263,598 | 263,209 | |
Current liabilities: | |||
Current portion of long-term debt | 1,021 | 2,772 | |
Income taxes payable | 0 | 1,710 | |
Current portion of contingent consideration | 816 | 8,904 | |
Total current liabilities | 47,765 | 86,327 | |
Long-term liabilities: | |||
Long-term debt, less current portion and unamortized debt issuance costs | 58,428 | 69,828 | |
Contingent consideration, less current portion | 0 | 1,996 | |
Total liabilities | 203,671 | 264,793 | |
Commitments and contingencies | |||
Shareholders’ equity (deficit): | |||
Preferred stock, $0.01 par value per share (80,000,000 and zero shares authorized; zero issued and outstanding) | 0 | 0 | |
Common stock, $0.01 par value per share (200,000,000 and zero shares authorized; 39,836,038 and zero shares issued and outstanding) | 398 | 0 | |
Additional paid-in capital | 115,208 | 0 | |
Common units (zero and 5,000,000 units authorized; zero and 3,057,344 units issued; zero and 2,107,452 outstanding) | 0 | 3,767 | |
Accumulated deficit | (54,479) | (3,783) | |
Total shareholders’ equity (deficit), SkyWater Technology, Inc. | 61,127 | (16) | |
Total liabilities and shareholders’ equity | $ 263,598 | $ 263,209 | |
Preferred stock, par value per share (in USD per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 80,000,000 | 80,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, par value per share (in USD per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 0 |
Common stock, shares issued (in shares) | 39,836,038 | 0 | |
Common stock, shares outstanding (in shares) | 39,836,038 | 0 | |
Common units authorized (in shares) | 0 | 5,000,000 | |
Common units issued (in shares) | 0 | 3,057,344 | |
Common units outstanding (in shares) | 0 | 2,107,452 | |
Class A Units | |||
Shareholders’ equity (deficit): | |||
Preferred units | $ 0 | $ 0 | |
Preferred units authorized (in shares) | 0 | 2,000,000 | |
Preferred units issued (in shares) | 0 | 0 | |
Preferred units outstanding (in shares) | 0 | 0 | |
Class B Units | |||
Shareholders’ equity (deficit): | |||
Preferred units | $ 0 | $ 0 | |
Preferred units authorized (in shares) | 0 | 18,000,000 | |
Preferred units issued (in shares) | 0 | 18,000,000 | |
Preferred units outstanding (in shares) | 0 | 18,000,000 | |
Parent Company | |||
Current assets: | |||
Cash and cash equivalents | $ 0 | $ 0 | |
Income tax receivable | 745 | 0 | |
Total current assets | 745 | 0 | |
Due from Affiliates | 24,419 | 49,791 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 61,127 | (16) | |
Deferred Income Tax Assets, Net | 404 | 38 | |
Total assets | 86,695 | 49,813 | |
Current liabilities: | |||
Current portion of long-term debt | 0 | 1,783 | |
Income taxes payable | 0 | 1,710 | |
Current portion of contingent consideration | 816 | 8,904 | |
Total current liabilities | 816 | 12,397 | |
Long-term liabilities: | |||
Long-term debt, less current portion and unamortized debt issuance costs | 24,752 | 35,436 | |
Contingent consideration, less current portion | 0 | 1,996 | |
Total liabilities | 25,568 | 49,829 | |
Commitments and contingencies | |||
Shareholders’ equity (deficit): | |||
Preferred stock, $0.01 par value per share (80,000,000 and zero shares authorized; zero issued and outstanding) | 0 | 0 | |
Common stock, $0.01 par value per share (200,000,000 and zero shares authorized; 39,836,038 and zero shares issued and outstanding) | 398 | 0 | |
Additional paid-in capital | 115,208 | 0 | |
Common units (zero and 5,000,000 units authorized; zero and 3,057,344 units issued; zero and 2,107,452 outstanding) | 0 | 3,767 | |
Accumulated deficit | (54,479) | (3,783) | |
Total shareholders’ equity (deficit), SkyWater Technology, Inc. | 61,127 | (16) | |
Total liabilities and shareholders’ equity | $ 86,695 | $ 49,813 | |
Preferred stock, par value per share (in USD per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 80,000,000 | 0 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, par value per share (in USD per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | 200,000,000 | 0 | |
Common stock, shares issued (in shares) | 39,836,038 | 0 | |
Common stock, shares outstanding (in shares) | 39,836,038 | 0 | |
Common units authorized (in shares) | 0 | 5,000,000 | |
Common units issued (in shares) | 0 | 3,057,344 | |
Common units outstanding (in shares) | 0 | 2,107,452 | |
Parent Company | Class A Units | |||
Shareholders’ equity (deficit): | |||
Preferred units | $ 0 | $ 0 | |
Preferred units authorized (in shares) | 0 | 2,000,000 | |
Preferred units issued (in shares) | 0 | 0 | |
Preferred units outstanding (in shares) | 0 | 0 | |
Parent Company | Class B Units | |||
Shareholders’ equity (deficit): | |||
Preferred units | $ 0 | $ 0 | |
Preferred units authorized (in shares) | 0 | 18,000,000 | |
Preferred units issued (in shares) | 0 | 0 | |
Preferred units outstanding (in shares) | 18,000,000 | 18,000,000 |
Condensed Financial Informati_4
Condensed Financial Information (Parent Company Only) - Condensed Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jan. 02, 2022 | Jan. 03, 2021 | |
Condensed Income Statements, Captions [Line Items] | ||
Revenue | $ 162,848 | $ 140,438 |
Operating loss | (57,104) | (8,642) |
Other income (expense), net | 2,911 | (6,153) |
Loss before income taxes | (54,193) | (14,795) |
Income tax expense (benefit) | (6,790) | 4,919 |
Net loss attributable to SkyWater Technology, Inc. | $ (50,696) | $ (20,617) |
Net loss per unit, basic (in USD per share) | $ (1.76) | |
Net loss per unit, diluted (in USD per share) | $ (1.76) | |
Class B Units | ||
Condensed Income Statements, Captions [Line Items] | ||
Net loss per unit, basic (in USD per share) | $ (1.15) | |
Net loss per unit, diluted (in USD per share) | $ (1.15) | |
Parent Company | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | $ 0 | $ 0 |
Operating expenses | 0 | 0 |
Operating loss | 0 | 0 |
Other income (expense), net | 0 | 0 |
Loss before income taxes | 0 | 0 |
Income tax expense (benefit) | 0 | 0 |
Equity in net loss of subsidiaries | (50,696) | (20,617) |
Net loss attributable to SkyWater Technology, Inc. | $ (50,696) | $ (20,617) |
Net loss per unit, basic (in USD per share) | $ (1.76) | |
Net loss per unit, diluted (in USD per share) | $ (1.76) | |
Parent Company | Class B Units | ||
Condensed Income Statements, Captions [Line Items] | ||
Net loss per unit, basic (in USD per share) | $ (1.15) | |
Net loss per unit, diluted (in USD per share) | $ (1.15) |