Cover Page
Cover Page - shares | 3 Months Ended | |
Apr. 04, 2021 | May 14, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Apr. 4, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | SkyWater Technology, Inc. | |
Entity Central Index Key | 0001819974 | |
Entity File Number | 001-40345 | |
Entity Tax Identification Number | 37-1839853 | |
Current Fiscal Year End Date | --01-02 | |
Entity Current Reporting Status | No | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
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 | |
Trading Symbol | SKYT | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 39,059,743 | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 04, 2021 | Jan. 03, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 4,216 | $ 7,436 |
Accounts receivable, net | 26,730 | 29,995 |
Inventories | 31,230 | 27,169 |
Prepaid expenses and other current assets | 8,009 | 11,972 |
Total current assets | 70,185 | 76,572 |
Property and equipment, net | 173,174 | 178,078 |
Intangible assets, net | 4,345 | 4,561 |
Other assets | 4,607 | 3,998 |
Total assets | 252,311 | 263,209 |
Current liabilities: | ||
Current portion of long-term debt | 3,853 | 2,772 |
Accounts payable | 15,845 | 16,792 |
Accrued expenses | 22,107 | 25,496 |
Income taxes payable | 4,517 | 1,710 |
Current portion of contingent consideration | 6,641 | 8,904 |
Deferred revenue - current | 22,537 | 30,653 |
Total current liabilities | 75,500 | 86,327 |
Long-term liabilities: | ||
Long-term debt, less current portion and unamortized debt issuance costs | 81,688 | 69,828 |
Contingent consideration, less current portion | 959 | 1,996 |
Long-term incentive plan | 3,415 | 3,185 |
Deferred revenue - long-term | 89,001 | 95,399 |
Deferred income tax liability, net | 6,361 | 8,058 |
Total long-term liabilities | 181,424 | 178,466 |
Total liabilities | 256,924 | 264,793 |
Commitments and contingencies | ||
Members' equity (deficit): | ||
Common Units (5,000,000 Common Units authorized; 3,057,344 Units issued and 2,105,936 and 2,107,452 outstanding at April 4, 2021 and January 3, 2021, respectively) | 3,772 | 3,767 |
Retained deficit | (6,594) | (3,783) |
Total members' deficit, CMI Acquisition, LLC | (2,822) | (16) |
Non-controlling interests | (1,791) | (1,568) |
Total members' deficit | (4,613) | (1,584) |
Total liabilities and members' deficit | 252,311 | 263,209 |
Class A Preferred Units [Member] | ||
Members' equity (deficit): | ||
Preferred Units | 0 | 0 |
Class B Preferred Units [Member] | ||
Members' equity (deficit): | ||
Preferred Units | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - shares | Apr. 04, 2021 | Jan. 03, 2021 |
Common units authorized | 5,000,000 | 5,000,000 |
Common units issued | 3,057,344 | 3,057,344 |
Common units outstanding | 2,105,936 | 2,107,452 |
Class A Preferred Units [Member] | ||
Preferred units authorized | 2,000,000 | 2,000,000 |
Preferred units issued | 0 | 0 |
Preferred units outstanding | 0 | 0 |
Class B Preferred Units [Member] | ||
Preferred units authorized | 18,000,000 | 18,000,000 |
Preferred units issued | 18,000,000 | 18,000,000 |
Preferred units outstanding | 18,000,000 | 18,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 04, 2021 | Mar. 29, 2020 | |
Net sales | $ 48,101 | $ 36,904 |
Cost of sales | 38,935 | 30,480 |
Gross profit | 9,166 | 6,424 |
Research and development | 1,927 | 662 |
Selling, general and administrative expenses | 8,603 | 5,633 |
Change in fair value of contingent consideration | 56 | 841 |
Operating loss | (1,420) | (712) |
Other expense: | ||
Change in fair value of warrant liability | 0 | (141) |
Interest expense | (1,058) | (1,462) |
Total other expense | (1,058) | (1,603) |
Loss before income taxes | (2,478) | (2,315) |
Income tax benefit | (425) | (943) |
Net loss | (2,053) | (1,372) |
Less: net income attributable to non-controlling interests | 758 | |
Net loss attributable to CMI Acquisition, LLC | $ (2,811) | $ (1,372) |
Earnings per share | ||
Weighted average units used in computing net loss per Common Unit, basic and diluted: | 3,060,343 | |
Weighted average units used in computing net loss per Class B Preferred Unit, basic and diluted | 18,000,000 | |
Common Units[Member] | ||
Earnings per share | ||
Net loss per unit attributable, basic and diluted: | $ (1.04) | |
Preferred Unit [Member] | ||
Earnings per share | ||
Net loss per unit attributable, basic and diluted: | $ (0.08) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Members' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Units [Member] | Retained Earnings (Deficit) [Member] | Total Members' Equity (Deficit), CMI Acquisition, LLC [Member] | Non-controlling Interest [Member] | Class B Units [Member] |
Beginning balance at Dec. 29, 2019 | $ 24,167 | $ 7,333 | $ 16,834 | $ 24,167 | ||
Beginning balance (in Units) at Dec. 29, 2019 | 18,000 | |||||
Unit-based compensation | 488 | 488 | 488 | |||
Net income (loss) | (1,372) | (1,372) | (1,372) | |||
Ending balance at Mar. 29, 2020 | 23,283 | 7,821 | 15,462 | 23,283 | ||
Ending balance (in Units) at Mar. 29, 2020 | 18,000 | |||||
Beginning balance at Jan. 03, 2021 | (1,584) | $ 3,767 | (3,783) | (16) | $ (1,568) | |
Beginning balance (in Units) at Jan. 03, 2021 | 2,108 | 18,000 | ||||
Unit-based compensation | 5 | $ 5 | 5 | |||
Other (Units) | (2) | |||||
Distribution to VIE member | (981) | (981) | ||||
Net income (loss) | (2,053) | (2,811) | (2,811) | 758 | ||
Ending balance at Apr. 04, 2021 | $ (4,613) | $ 3,772 | $ (6,594) | $ (2,822) | $ (1,791) | |
Ending balance (in Units) at Apr. 04, 2021 | 2,106 | 18,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 04, 2021 | Mar. 29, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (2,053) | $ (1,372) |
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities: | ||
Depreciation and amortization | 6,482 | 4,322 |
Foundry services obligation | 0 | (2,055) |
Gain on sale of property and equipment | 0 | (223) |
Amortization of debt issuance costs included in interest expense | 160 | 387 |
Long-term incentive and unit-based compensation | 235 | 676 |
Change in fair value of warrant liability | 0 | 141 |
Change in fair value of contingent consideration | 56 | 841 |
Cash paid for contingent consideration in excess of initial valuation | (3,356) | 0 |
Deferred income taxes | (1,697) | 1,146 |
Non-cash revenue related to customer equipment | (2,481) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,265 | 13,754 |
Inventories | (4,061) | 474 |
Prepaid expenses and other assets | 4,546 | (3,993) |
Accounts payable | 3,595 | (696) |
Accrued expenses | (1,408) | 5,835 |
Deferred revenue | (14,514) | 33,489 |
Income tax payable and receivable | 2,807 | (2,275) |
Net cash (used in) provided by operating activities | (8,424) | 50,451 |
Cash flows from investing activities: | ||
Purchase of software and licenses | (219) | 0 |
Proceeds from sale of property and equipment | 0 | 650 |
Purchases of property and equipment | (5,178) | (11,425) |
Net cash used in investing activities | (5,397) | (10,775) |
Cash flows from financing activities: | ||
Repayment of term loan | 0 | (1,787) |
Net repayment on line of credit | 0 | (9,822) |
Net proceeds from Revolver | 13,030 | 0 |
Repayment of Financing | (249) | 0 |
Cash paid for debt issuance costs | 0 | (100) |
Cash paid for offering costs | (1,199) | 0 |
Cash paid for contingent consideration | 0 | (2,539) |
Distributions to VIE member | (981) | 0 |
Net cash provided by (used in) financing activities | 10,601 | (14,248) |
Net change in cash and cash equivalents | (3,220) | 25,428 |
Cash and cash equivalents - beginning of period | 7,436 | 4,605 |
Cash and cash equivalents - end of period | 4,216 | 30,033 |
Supplemental disclosure of cash flow information: | ||
Cash paid (received) during the period for:Interest | 1,009 | 1,166 |
Cash paid (received) during the period for:Income taxes | (1,534) | 0 |
Supplemental disclosures of noncash investing and financing activity: | ||
Capital expenditures incurred, not yet paid | 6,622 | 12,853 |
Equipment acquired through capital lease obligations | $ 2,470 | $ 0 |
Nature of Business
Nature of Business | 3 Months Ended |
Apr. 04, 2021 | |
Accounting Policies [Abstract] | |
Nature of Operations | Note 1 Nature of Business CMI Acquisition, LLC (now known as 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 Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012. Corporate Conversion and Initial Public Offering Effective April 14, 2021, we converted into a Delaware corporation pursuant to a statutory conversion and changed our name to SkyWater Technology, Inc. Previously, we operated as a Delaware limited liability company under the name CMI Acquisition, LLC. As a result of the corporate conversion, the holders of the different series of units of CMI Acquisition, LLC, became holders of common stock and options to purchase common stock of SkyWater Technology, Inc. The number of shares of common stock that holders of Class B Preferred Units and Common Units were entitled to receive in the corporate conversion was determined in accordance with a plan of conversion, which was based upon the terms of the CMI Acquisition, LLC operating agreement, and varied depending on which class of Units a holder owned. See Note 8 – Members’ Equity (Deficit) 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 $100,312 after deducting underwriting discounts and commissions of $7,844 and offering costs of approximately $3,900. Shares of common stock began trading on the Nasdaq Stock Market on April 21, 2021 under the symbol “SKYT”. The shares were registered under the Securities Act on a registration statement on Form S-1, We expect to use the proceeds from the IPO for working capital and other general corporate purposes, which may include financing our growth and funding capital expenditures. We may also use a portion of the proceeds from the offering for acquisitions or strategic investments in businesses or technologies, although we do not currently have any plans or commitments for any such acquisitions or investments. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 3 Months Ended |
Apr. 04, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Note 2 Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements as of April 4, 2021, and for the three months ended April 4, 2021 and March 29, 2020, are presented in thousands of U.S. dollars (except unit and per unit information), are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all financial information and disclosures required by U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes thereto as of January 3, 2021. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of our financial position as of April 4, 2021, and our results of operations, cash flows and members’ equity (deficit) for the three months ended April 4, 2021 and March 29, 2020. The results of operations for the three months ended April 4, 2021 are not necessarily indicative of the results of operations to be expected for the year ending January 2, 2022, or for any other interim period, or for any other future year. Principles of Consolidation Our condensed consolidated financial statements include our assets, liabilities, revenues, and expenses, as well as the assets, liabilities, revenues, and expenses of subsidiaries in which we have a controlling financial interest, SkyWater Technology Foundry, Inc. (“SkyWater Technology Foundry”), SkyWater Federal, LLC (“SkyWater Federal”), and SkyWater Florida, Inc. (“SkyWater Florida”), and variable interest entities (“VIE”) for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated statements of operations, members’ equity (deficit) and cash flows are for the three months ended April 4, 2021 and March 29, 2020. The three months ended April 4, 2021 and March 29, 2020 contained 13 weeks. Use of Estimates The preparation of our condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances. Actual results could differ from those estimates. COVID-19 In March 2020, the World Health Organization declared the novel coronavirus 2019 (“COVID-19”) COVID-19 COVID-19 Net Loss Per Unit Our Class B Preferred Units contain 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) and therefore meet the criteria of a participating security. Under the two-class two-class two-class pre-conversion Basic net loss per unit is calculated by dividing the net loss by the weighted-average number of units outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per unit is computed by dividing the net loss by the weighted-average number of units and potentially dilutive securities outstanding for the year determined using the treasury-stock method. Because we reported a net loss for the three months ended April 4, 2021 and March 29, 2020, the number of units used to calculate diluted net loss per unit is the same as the number of units used to calculate basic net loss per unit because the potentially dilutive units would have been anti-dilutive if included in the calculation. Common Unit options totaling 3,052,672 have been excluded from the computation of diluted weighted-average units outstanding for the three moths ended March 29, 2020 because such securities have an anti-dilutive impact. There were no Common Unit options outstanding during the three months ended April 4, 2021. The following table sets forth the computation of basic and diluted net loss per unit attributable to Common Unitholders for the three months ended April 4, 2021: Three Months Ended April 4, 2021 Numerator: Net loss attributable to CMI Acquisition, LLC $ (2,811 ) Undistributed preferred return to Class B Preferred Unitholders (359 ) Net loss attributable to Common Unitholders $ (3,170 ) Denominator: Weighted-average Common Units outstanding, basic and diluted (1) 3,060,343 Net loss per unit attributable to Common Unitholders, basic and diluted $ (1.04 ) (1) This number reflects the April 14, 2021 corporate conversion of 2,105,936 Common Units into 3,060,343 shares of common stock. The following table sets forth the computation of basic and diluted net loss per unit attributable to Class B Preferred Unitholders for the three months ended March 29, 2020. There were no Common Units outstanding during the period. Three Months Ended March 29, 2020 Numerator: Net loss attributable to CMI Acquisition, LLC $ (1,372 ) Denominator: Weighted-average Class B Preferred Units outstanding, basic and diluted 18,000,000 Net loss per unit attributable to Class B Preferred Unitholders, basic and diluted $ (0.08 ) 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 We are accounting for the CfN Lease as a lease. Given the nominal minimum lease payments required under the lease ($23.00), no assets were initially recognized on our condensed consolidated balance sheet. 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 condensed 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 condensed consolidated balance sheet at fair value and record a corresponding deferred gain. We will subsequently amortize the depreciable assets over their remaining economic life and recognize an equivalent amount of income from the amortization of the deferred gain. Operating Segment Information Operating segments are identified as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. We view our operations and manage our business as one operating segment. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 3 Months Ended |
Apr. 04, 2021 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | Note 3 Summary of Significant Accounting Policies Our audited consolidated financial statements include an additional discussion of the significant accounting policies and estimates used in the preparation of our consolidated financial statements. There were no material changes to our significant accounting policies and estimates during the three months ended April 4, 2021. Contingent Consideration Royalties of $3,356 and $2,539 were paid during the three months ended April 4, 2021 and March 29, 2020, respectively. During the same periods, we recorded royalty expense of $56 and $841 to reflect the change in fair value of the contingent consideration obligation in our condensed consolidated statements of operations. Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, In June 2016, the FASB issued a new credit loss accounting standard, ASU 2016-13, |
Revenue
Revenue | 3 Months Ended |
Apr. 04, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 4 Revenue 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 15,000 Disaggregated Revenue The following table discloses revenue by service type and the timing of recognition of revenue for transfer of goods and services to customers (point-in-time Three Months Ended April 4, 2021 Point-in-Time Over Time Total Lease Revenue Total Wafer Services $ 10,019 $ — $ 10,019 $ — $ — $ Advanced Technology Services T&M — 10,792 10,792 — — 10,792 Fixed Price — 26,123 26,123 — — 26,123 Other — — — 1,167 — 1,167 Total Advanced Technology Services — 36,915 36,915 1,167 — 38,082 Total revenue $ 10,019 $ 36,915 $ 46,934 $ 1,167 $ — $ 48,101 Three Months Ended March 29, 2020 Point-in-Time Over Time Total Lease Revenue Total Wafer Services $ 12,930 $ — $ 12,930 $ — $ 388 $ 13,318 Advanced Technology Services T&M — 19,406 19,406 — — 19,406 Fixed Price — 4,180 4,180 — — 4,180 Other — — — — — — Total Advanced Technology Services — 23,586 23,586 — — 23,586 Total revenue $ 12,930 $ 23,586 $ 36,516 $ — $ 388 $ 36,904 The following table discloses revenue by country as determined based on customer address: Three Months Ended April 4, 2021 March 29, 2020 United States $ 43,621 $ 31,470 Canada 1,609 3,036 All others 2,871 2,398 $ 48,101 $ 36,904 Deferred Contract Costs We recognized amortization of deferred contract costs in our condensed consolidated statements of operations totaling $551 and $0 for the three months ended April 4, 2021 and March 29, 2020, respectively. Contract Assets Contract assets are $9,874 and $8,147 at April 4, 2021 and January 3, 2021, respectively, and are included in accounts receivable, net in our condensed consolidated balance sheets. Contract Liabilities The contract liabilities and other significant components of deferred revenue are as follows: April 4, 2021 January 3, 2021 Contract Deferred Total Contract Deferred Total Liabilities Lease Revenue Deferred Revenue Liabilities Lease Revenue Deferred Revenue Current $ 17,870 $ 4,667 $ 22,537 $ 25,986 $ 4,667 $ 30,653 Long-term 74,223 14,778 89,001 79,455 15,944 95,399 Total $ 92,093 $ 19,445 $ 111,538 $ 105,441 $ 20,611 $ 126,052 The decrease in contract liabilities from January 3, 2021 to April 4, 2021 was primarily the result of completion of specific performance obligations for our customers. Approximately 15% of our total contract liabilities at January 3, 2021 were recognized in revenue in the first three months of 2021. Remaining Performance Obligations As of April 4, 2021, we had approximately $86,765 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 $ 12,542 From one to two years 13,921 From two to three years 12,695 After three years 47,607 Total $ 86,765 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. |
Balance Sheet Information
Balance Sheet Information | 3 Months Ended |
Apr. 04, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Information | Note 5 Balance Sheet Information Certain significant amounts included in our condensed consolidated balance sheets consist of the following: Accounts receivable, net: April 4, 2021 January 3, 2021 Trade accounts receivable $ 16,372 $ 21,357 Unbilled revenue (contract assets) 9,874 8,147 Note receivable 230 230 Employee note receivable 225 222 Other receivables 29 39 Total accounts receivable, net $ 26,730 $ 29,995 On December 31, 2020, we entered into a note receivable with a key employee for $222. The note may be repaid any time prior to its maturity date of March 31, 2022 and bears interest at 6%. Inventories: April 4, 2021 January 3, 2021 Raw materials $ 1,867 $ 1,463 Work-in-process 23,808 19,719 Supplies and spare parts 5,555 5,987 Total inventories—current 31,230 27,169 Supplies and spare parts classified as other assets 2,160 1,949 Total inventories $ 33,390 $ 29,118 Prepaid expenses and other current assets: April 4, 2021 January 3, 2021 Prepaid expenses $ 2,101 $ 2,761 Equipment purchased for customers (1) 975 5,343 Deferred contract costs 1,459 1,647 Deferred offering costs 3,382 2,183 Other 92 38 Total prepaid assets and other current assets $ 8,009 $ 11,972 (1) We acquired equipment for a customer that we will install and calibrate 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. Property and equipment, net: April 4, 2021 January 3, 2021 Land $ 5,396 $ 5,396 Buildings and improvements 86,267 85,197 Machinery and equipment 134,875 124,130 Fixed assets not yet in service 11,930 22,602 Total property and equipment, at cost 238,468 237,325 Less: Accumulated depreciation (65,294 ) (59,247 ) Total property and equipment, net $ 173,174 $ 178,078 Depreciation expense was $6,047 and $4,131 for the three months ended April 4, 2021 and March 29, 2020, respectively. Intangible assets, net: Intangible assets consist of purchased software and license costs and a customer list from our acquisition of the business in 2017. Intangible assets are summarized as follows: April 4, 2021 January 3, 2021 Customer list $ 1,500 $ 1,500 Software and licenses 5,627 5,408 Total intangible assets, at cost 7,127 6,908 Less: Accumulated amortization (2,782 ) (2,347 ) Total intangible assets, net $ 4,345 $ 4,561 For the three months ended April 4, 2021 and March 29, 2020, amortization of the customer list intangible asset charged to operations was $88 and amortization of software and licenses was $347 and $103, respectively. Remaining estimated aggregate annual amortization expense is as follows for the years ending: Amortization Expense Remainder of 2021 $ 1,280 2022 1,117 2023 777 2024 422 2025 421 Thereafter 328 Total $ 4,345 Other assets: April 4, 2021 January 3, 2021 Supplies and spare parts $ 2,160 $ 1,949 Deferred contract costs 2,028 2,049 Other assets 419 — Total other assets $ 4,607 $ 3,998 Accrued expenses: April 4, 2021 January 3, 2021 Accrued compensation $ 6,148 $ 6,315 Accrued commissions 2,824 5,183 Accrued fixed asset expenditures 1,885 6,337 Accrued royalties 1,895 2,145 Accrued customer payable 1,119 783 Other accrued expenses 8,236 4,733 Total accrued expenses $ 22,107 $ 25,496 |
Debt
Debt | 3 Months Ended |
Apr. 04, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 Debt The components of debt outstanding are as follows: April 4, 2021 January 3, 2021 Revolver, net of unamortized debt issuance costs of $1,460 and $1,537 $ 43,873 $ 30,766 Financing (by VIE), net of unamortized debt issuance costs of $3,375 and $3,458 35,215 35,381 Paycheck Protection Program loan 6,453 6,453 Total long-term debt 85,541 72,600 Less: Current portion of long-term debt (3,853 ) (2,772 ) Long-term debt, excluding current portion and unamortized debt issuance costs $ 81,688 $ 69,828 Revolver The outstanding balance of our amended and restated revolving credit agreement with Wells Fargo Bank, National Association (the “Revolver”) was $45,333 as of April 4, 2021 at an interest rate of 3%. Our remaining availability under the Revolver was $19,667 as of April 4, 2021. Financing On September 30, 2020, the VIE which we consolidate entered into a loan agreement for $39,000 (the “Financing”) at a fixed interest rate of 3.44%. The outstanding balance of the Financing was $38,590 as of April 4, 2021. 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”). We have filed an application and supporting documentation for forgiveness in full of the PPP loan, however, no assurance is provided that we will obtain forgiveness of the PPP loan in whole or in part. The PPP loan bears interest at Covenants On March 19, 2021, we were granted a waiver from the lender through an amendment to our financial covenants related to the Revolver. As of April 4, 2021, we were in compliance with the amended fixed charge coverage ratio and leverage ratio covenants. Based on these modifications, we are in full compliance with the Revolver covenant requirements. Our VIE was in compliance with the financial covenants related to the Financing. No financial covenants exist related to the PPP loan. Maturities As of April 4, 2021, 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. If we are required to repay the PPP loan, monthly principal and interest payments of $363 begin in August 2021 and continue until July 2023. Future principal payments of our Revolver, PPP loan and consolidated VIE’s Financing, excluding unamortized debt issuance costs, are as follows: Remainder of 2021 $ 2,523 2022 5,333 2023 1,422 2024 1,094 2025 46,470 Thereafter 33,534 Total $ 90,376 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 04, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 Income Taxes The effective tax rates for the three months ended April 4, 2021 and March 29, 2020 differ from the statutory tax rates due to state income taxes, permanent tax differences, and changes in our deferred tax asset valuation allowance. The tax rate in any quarter can be affected positively or negatively by adjustments that are required to be reported in the specific quarter of resolution. The effective income tax rate for the three months ended April 4, 2021 was 17.2%, compared to 40.7% for the three months ended March 29, 2020. Our income tax benefit was lower for the three months ended April 4, 2021 than our statutory tax rate of 21% applied to our pre-tax applied to our pre-tax loss due to excess tax benefits related to unit-based compensation expense, partially offset by a deferred tax asset valuation allowance. Management regularly evaluates the future realization of deferred tax assets and provides a valuation allowance, if considered necessary, based on such evaluation. As part of the evaluation, management has evaluated taxable income in carryback years, future reversals of taxable temporary differences, feasible tax planning strategies, and future expectations of income. Based upon this analysis, a valuation allowance of $1,401 was recorded as of April 4, 2021 to reduce our net deferred tax assets to the amount that is more likely than not to be realized. The valuation allowance at January 3, 2021 was $1,609. No liability has been recorded for uncertain tax positions. We would accrue, if applicable, income tax related interest and penalties in income tax expense in our condensed consolidated statement of operations. |
Members' Equity (Deficit)
Members' Equity (Deficit) | 3 Months Ended |
Apr. 04, 2021 | |
Stockholders' Equity Note [Abstract] | |
Members' Equity (Deficit) | Note 8 Members’ Equity (Deficit) 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 are 2,000,000 Class A Preferred Units authorized specifically for issuance upon exercise of warrants, of which none were issued and outstanding at April 4, 2021 and January 3, 2021. There are 18,000,000 Class B Preferred Units authorized, of which 18,000,000 were issued and outstanding at April 4, 2021 and January 3, 2021. There are 5,000,000 Common Units authorized, of which 3,057,344 were issued as of April 4, 2021 and January 3, 2021 and 2,105,936 and 2,107,452 were outstanding as of April 4, 2021 and January 3, 2021. Class A Preferred Units and Common Units are non-voting 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 April 1 Nature of Business 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 were 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 pre-offering • 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. Restricted Common Units On November 1, 2020, we granted 4,672 restricted Common Units to two directors. Upon the corporate conversion, such restricted Common Units were converted into 6,788 shares of restricted common stock which continue to vest over a one-year 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. These restricted common stock units are issued as common stock 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 will begin vesting in accordance with their other terms. New Share-Based Compensation Plans 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 April 4, 2021 and at the corporate conversion date. Under the 2021 Equity Plan, 2021 Employee Stock Purchase Plan In connection with our IPO, we also adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). A maximum of 700,000 shares of our common stock has been reserved for issuance under the 2021 ESPP. Under the 2021 ESPP, eligible employees may purchase our common stock through payroll deductions at a discount not to exceed 15% of the lower of the fair market values of our common stock as of the beginning or end of each offering period, which may range from 6 to 27 months. Payroll deductions are limited to 15% of the employee’s eligible compensation and a maximum of 2,500 shares of our common stock may be purchased by an employee each offering period. Unit-Based Compensation Expense Total unit-based compensation expense recorded in general and administrative expenses in our statement of operations was of unrecognized compensation cost related to restricted Common Units and restricted unit units. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 04, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 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 Balance at January 3, 2021 $ 10,900 Payments (3,356 ) Change in fair value 56 Balance at April 4, 2021 $ 7,600 The change in fair value is reflected in our condensed consolidated statements of operations. The fair value of our contingent consideration liability at April 4, 2021 and January 3, 2021 was determined using forecasted receipts of projected future revenues of Advanced Technology Services. The royalty is paid out quarterly through 2021. The forecasted future cash flows were discounted reflecting the risk in estimating future revenues. We expect total future cash payments to be between $7,600 and $8,500. 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 April 4, 2021 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. Our non-financial non-recurring |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 04, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 Commitments and Contingencies Foundry Services Agreement Under a 40-month 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. |
Major Customers and Concentrati
Major Customers and Concentration Risk | 3 Months Ended |
Apr. 04, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Major Customers and Concentration Risk | Note 11 Major Customers and Concentration Risk The following customers accounted for 10% or more of sales for the three months ended April 4, 2021 and March 29, 2020: Three Months Ended April 4, 2021 March 29, 2020 Customer A 37 % — Customer B 19 % 34 % Customer C 10 % 27 % 66 % 61 % We had three major customers that accounted for 24%, 19% and 17% of outstanding trade accounts receivable as of April 4, 2021 and four |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 04, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 Related Party Transactions Professional Services Oxbow Industries, LLC (“Oxbow”), our principal owner, provides management and financial consulting services to us for an annual management fee not to exceed $700. We incurred $160 of management fees to Oxbow during the three months ended April 4, 2021 and March 29, 2020, which have been expensed and included in general and administrative expenses in our condensed consolidated statements of operations. Members of our board of directors provide legal and professional services to us. We incurred fees of $116 and $62 for the three months ended April 4, 2021 and March 29, 2020, respectively, which have been expensed and included in general and administrative expenses in our condensed consolidated statements of operations. Sale-Leaseback Transaction On September 29, 2020, we entered into an agreement to sell the land and building representing our primary operating location in Bloomington, Minnesota to an entity (“Oxbow Realty”) controlled by our principal owner. 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. Future minimum lease commitments to Oxbow Realty as of April 4, 2021 were as follows (such amounts are eliminated from our condensed consolidated financial statements due to the consolidation of Oxbow Realty, see Note 13 – Variable Interest Entities Remainder of 2021 $ 3,560 2022 4,836 2023 4,932 2024 5,031 2025 5,132 Thereafter 89,350 Total lease payments 112,841 Less: imputed interest (85,742 ) Total $ 27,099 |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Apr. 04, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Note 13 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 non-controlling The following table shows the carrying amounts of assets and liabilities of Oxbow Realty that are consolidated by us as of April 4, 2021 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. April 4, January 3, Cash and cash equivalents $ 434 $ 860 Prepaid expenses 211 99 Finance receivable 36,810 36,930 Total assets $ 37,455 $ 37,889 Accounts payable $ 697 $ 672 Accrued expenses 21 9 Debt 38,529 38,776 Total liabilities $ 39,247 $ 39,457 The following table shows the revenue and expenses of Oxbow Realty that are consolidated by us for the three months ended April 4, 2021, which we began consolidating on September 29, 2020. We have included these amounts, net of eliminations, in the corresponding tables in the notes to our condensed consolidated financial statements. Three Months Ended April 4, 2021 Revenue $ 1,345 General and administrative expenses 252 Interest expense 335 Total expenses 587 Net income $ 758 |
Basis Of Presentation And Pri_2
Basis Of Presentation And Principles Of Consolidation (Policies) | 3 Months Ended |
Apr. 04, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation Our condensed consolidated financial statements include our assets, liabilities, revenues, and expenses, as well as the assets, liabilities, revenues, and expenses of subsidiaries in which we have a controlling financial interest, SkyWater Technology Foundry, Inc. (“SkyWater Technology Foundry”), SkyWater Federal, LLC (“SkyWater Federal”), and SkyWater Florida, Inc. (“SkyWater Florida”), and variable interest entities (“VIE”) for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated statements of operations, members’ equity (deficit) and cash flows are for the three months ended April 4, 2021 and March 29, 2020. The three months ended April 4, 2021 and March 29, 2020 contained 13 weeks. |
Use of Estimates | Use of Estimates The preparation of our condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances. Actual results could differ from those estimates. |
COVID-19 | COVID-19 In March 2020, the World Health Organization declared the novel coronavirus 2019 (“COVID-19”) COVID-19 COVID-19 |
Net Loss Per Unit | Net Loss Per Unit Our Class B Preferred Units contain 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) and therefore meet the criteria of a participating security. Under the two-class two-class two-class pre-conversion Basic net loss per unit is calculated by dividing the net loss by the weighted-average number of units outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per unit is computed by dividing the net loss by the weighted-average number of units and potentially dilutive securities outstanding for the year determined using the treasury-stock method. Because we reported a net loss for the three months ended April 4, 2021 and March 29, 2020, the number of units used to calculate diluted net loss per unit is the same as the number of units used to calculate basic net loss per unit because the potentially dilutive units would have been anti-dilutive if included in the calculation. Common Unit options totaling 3,052,672 have been excluded from the computation of diluted weighted-average units outstanding for the three moths ended March 29, 2020 because such securities have an anti-dilutive impact. There were no Common Unit options outstanding during the three months ended April 4, 2021. The following table sets forth the computation of basic and diluted net loss per unit attributable to Common Unitholders for the three months ended April 4, 2021: Three Months Ended April 4, 2021 Numerator: Net loss attributable to CMI Acquisition, LLC $ (2,811 ) Undistributed preferred return to Class B Preferred Unitholders (359 ) Net loss attributable to Common Unitholders $ (3,170 ) Denominator: Weighted-average Common Units outstanding, basic and diluted (1) 3,060,343 Net loss per unit attributable to Common Unitholders, basic and diluted $ (1.04 ) (1) This number reflects the April 14, 2021 corporate conversion of 2,105,936 Common Units into 3,060,343 shares of common stock. The following table sets forth the computation of basic and diluted net loss per unit attributable to Class B Preferred Unitholders for the three months ended March 29, 2020. There were no Common Units outstanding during the period. Three Months Ended March 29, 2020 Numerator: Net loss attributable to CMI Acquisition, LLC $ (1,372 ) Denominator: Weighted-average Class B Preferred Units outstanding, basic and diluted 18,000,000 Net loss per unit attributable to Class B Preferred Unitholders, basic and diluted $ (0.08 ) |
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 We are accounting for the CfN Lease as a lease. Given the nominal minimum lease payments required under the lease ($23.00), no assets were initially recognized on our condensed consolidated balance sheet. 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 condensed 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 condensed consolidated balance sheet at fair value and record a corresponding deferred gain. We will subsequently amortize the depreciable assets over their remaining economic life and recognize an equivalent amount of income from the amortization of the deferred gain. |
Contingent Consideration | Contingent Consideration Royalties of $3,356 and $2,539 were paid during the three months ended April 4, 2021 and March 29, 2020, respectively. During the same periods, we recorded royalty expense of $56 and $841 to reflect the change in fair value of the contingent consideration obligation in our condensed consolidated statements of operations. |
Operating Segment Information | Operating Segment Information Operating segments are identified as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. We view our operations and manage our business as one operating segment. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, In June 2016, the FASB issued a new credit loss accounting standard, ASU 2016-13, |
Basis of Presentation and Pri_3
Basis of Presentation and Principles of Consolidation (Tables) | 3 Months Ended |
Apr. 04, 2021 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net loss per unit | The following table sets forth the computation of basic and diluted net loss per unit attributable to Common Unitholders for the three months ended April 4, 2021: Three Months Ended April 4, 2021 Numerator: Net loss attributable to CMI Acquisition, LLC $ (2,811 ) Undistributed preferred return to Class B Preferred Unitholders (359 ) Net loss attributable to Common Unitholders $ (3,170 ) Denominator: Weighted-average Common Units outstanding, basic and diluted (1) 3,060,343 Net loss per unit attributable to Common Unitholders, basic and diluted $ (1.04 ) (1) This number reflects the April 14, 2021 corporate conversion of 2,105,936 Common Units into 3,060,343 shares of common stock. The following table sets forth the computation of basic and diluted net loss per unit attributable to Class B Preferred Unitholders for the three months ended March 29, 2020. There were no Common Units outstanding during the period. Three Months Ended March 29, 2020 Numerator: Net loss attributable to CMI Acquisition, LLC $ (1,372 ) Denominator: Weighted-average Class B Preferred Units outstanding, basic and diluted 18,000,000 Net loss per unit attributable to Class B Preferred Unitholders, basic and diluted $ (0.08 ) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Apr. 04, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of disaggregated revenue | The following table discloses revenue by service type and the timing of recognition of revenue for transfer of goods and services to customers (point-in-time Three Months Ended April 4, 2021 Point-in-Time Over Time Total Lease Revenue Total Wafer Services $ 10,019 $ — $ 10,019 $ — $ — $ Advanced Technology Services T&M — 10,792 10,792 — — 10,792 Fixed Price — 26,123 26,123 — — 26,123 Other — — — 1,167 — 1,167 Total Advanced Technology Services — 36,915 36,915 1,167 — 38,082 Total revenue $ 10,019 $ 36,915 $ 46,934 $ 1,167 $ — $ 48,101 Three Months Ended March 29, 2020 Point-in-Time Over Time Total Lease Revenue Total Wafer Services $ 12,930 $ — $ 12,930 $ — $ 388 $ 13,318 Advanced Technology Services T&M — 19,406 19,406 — — 19,406 Fixed Price — 4,180 4,180 — — 4,180 Other — — — — — — Total Advanced Technology Services — 23,586 23,586 — — 23,586 Total revenue $ 12,930 $ 23,586 $ 36,516 $ — $ 388 $ 36,904 |
Summary of revenue by country | The following table discloses revenue by country as determined based on customer address: Three Months Ended April 4, 2021 March 29, 2020 United States $ 43,621 $ 31,470 Canada 1,609 3,036 All others 2,871 2,398 $ 48,101 $ 36,904 |
Summary of deferred revenue | The contract liabilities and other significant components of deferred revenue are as follows: April 4, 2021 January 3, 2021 Contract Deferred Total Contract Deferred Total Liabilities Lease Revenue Deferred Revenue Liabilities Lease Revenue Deferred Revenue Current $ 17,870 $ 4,667 $ 22,537 $ 25,986 $ 4,667 $ 30,653 Long-term 74,223 14,778 89,001 79,455 15,944 95,399 Total $ 92,093 $ 19,445 $ 111,538 $ 105,441 $ 20,611 $ 126,052 |
Summary of performance obligations | We expect to recognize those remaining performance obligations as follows: Within one year $ 12,542 From one to two years 13,921 From two to three years 12,695 After three years 47,607 Total $ 86,765 |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 3 Months Ended |
Apr. 04, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of accounts receivable, net | Accounts receivable, net: April 4, 2021 January 3, 2021 Trade accounts receivable $ 16,372 $ 21,357 Unbilled revenue (contract assets) 9,874 8,147 Note receivable 230 230 Employee note receivable 225 222 Other receivables 29 39 Total accounts receivable, net $ 26,730 $ 29,995 |
Summary of inventories | Inventories: April 4, 2021 January 3, 2021 Raw materials $ 1,867 $ 1,463 Work-in-process 23,808 19,719 Supplies and spare parts 5,555 5,987 Total inventories—current 31,230 27,169 Supplies and spare parts classified as other assets 2,160 1,949 Total inventories $ 33,390 $ 29,118 |
Summary of prepaid expenses and other current assets | Prepaid expenses and other current assets: April 4, 2021 January 3, 2021 Prepaid expenses $ 2,101 $ 2,761 Equipment purchased for customers (1) 975 5,343 Deferred contract costs 1,459 1,647 Deferred offering costs 3,382 2,183 Other 92 38 Total prepaid assets and other current assets $ 8,009 $ 11,972 (1) We acquired equipment for a customer that we will install and calibrate 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. |
Summary of property and equipment, net | Property and equipment, net: April 4, 2021 January 3, 2021 Land $ 5,396 $ 5,396 Buildings and improvements 86,267 85,197 Machinery and equipment 134,875 124,130 Fixed assets not yet in service 11,930 22,602 Total property and equipment, at cost 238,468 237,325 Less: Accumulated depreciation (65,294 ) (59,247 ) Total property and equipment, net $ 173,174 $ 178,078 |
Summary of intangible assets, net | Intangible assets are summarized as follows: April 4, 2021 January 3, 2021 Customer list $ 1,500 $ 1,500 Software and licenses 5,627 5,408 Total intangible assets, at cost 7,127 6,908 Less: Accumulated amortization (2,782 ) (2,347 ) Total intangible assets, net $ 4,345 $ 4,561 |
Summary of remaining estimated aggregate annual amortization expense | Remaining estimated aggregate annual amortization expense is as follows for the years ending: Amortization Expense Remainder of 2021 $ 1,280 2022 1,117 2023 777 2024 422 2025 421 Thereafter 328 Total $ 4,345 |
Summary of other assets | Other assets: April 4, 2021 January 3, 2021 Supplies and spare parts $ 2,160 $ 1,949 Deferred contract costs 2,028 2,049 Other assets 419 — Total other assets $ 4,607 $ 3,998 |
Summary of accrued expenses | Accrued expenses: April 4, 2021 January 3, 2021 Accrued compensation $ 6,148 $ 6,315 Accrued commissions 2,824 5,183 Accrued fixed asset expenditures 1,885 6,337 Accrued royalties 1,895 2,145 Accrued customer payable 1,119 783 Other accrued expenses 8,236 4,733 Total accrued expenses $ 22,107 $ 25,496 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Apr. 04, 2021 | |
Debt Disclosure [Abstract] | |
Summary of debt outstanding | The components of debt outstanding are as follows: April 4, 2021 January 3, 2021 Revolver, net of unamortized debt issuance costs of $1,460 and $1,537 $ 43,873 $ 30,766 Financing (by VIE), net of unamortized debt issuance costs of $3,375 and $3,458 35,215 35,381 Paycheck Protection Program loan 6,453 6,453 Total long-term debt 85,541 72,600 Less: Current portion of long-term debt (3,853 ) (2,772 ) Long-term debt, excluding current portion and unamortized debt issuance costs $ 81,688 $ 69,828 |
Summary of future principal payments | Future principal payments of our Revolver, PPP loan and consolidated VIE’s Financing, excluding unamortized debt issuance costs, are as follows: Remainder of 2021 $ 2,523 2022 5,333 2023 1,422 2024 1,094 2025 46,470 Thereafter 33,534 Total $ 90,376 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 04, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary 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 Balance at January 3, 2021 $ 10,900 Payments (3,356 ) Change in fair value 56 Balance at April 4, 2021 $ 7,600 |
Major Customers and Concentra_2
Major Customers and Concentration Risk (Tables) | 3 Months Ended |
Apr. 04, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Concentration Risk Percentage of Customers | The following customers accounted for 10% or more of sales for the three months ended April 4, 2021 and March 29, 2020: Three Months Ended April 4, 2021 March 29, 2020 Customer A 37 % — Customer B 19 % 34 % Customer C 10 % 27 % 66 % 61 % |
Related Party Transactions (Tab
Related Party Transactions (Tables) | Apr. 04, 2021 |
Related Party Transactions [Abstract] | |
Summary of Minimum Lease Payments Sale Lease back Transactions | Remainder of 2021 $ 3,560 2022 4,836 2023 4,932 2024 5,031 2025 5,132 Thereafter 89,350 Total lease payments 112,841 Less: imputed interest (85,742 ) Total $ 27,099 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Apr. 04, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Condensed Balance Sheet Statements | The following table shows the carrying amounts of assets and liabilities of Oxbow Realty that are consolidated by us as of April 4, 2021 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. April 4, January 3, Cash and cash equivalents $ 434 $ 860 Prepaid expenses 211 99 Finance receivable 36,810 36,930 Total assets $ 37,455 $ 37,889 Accounts payable $ 697 $ 672 Accrued expenses 21 9 Debt 38,529 38,776 Total liabilities $ 39,247 $ 39,457 |
Summary of Condensed Income Statements | The following table shows the revenue and expenses of Oxbow Realty that are consolidated by us for the three months ended April 4, 2021, which we began consolidating on September 29, 2020. We have included these amounts, net of eliminations, in the corresponding tables in the notes to our condensed consolidated financial statements. Three Months Ended April 4, 2021 Revenue $ 1,345 General and administrative expenses 252 Interest expense 335 Total expenses 587 Net income $ 758 |
Nature of Business - Additional
Nature of Business - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 23, 2021 | Apr. 04, 2021 | Mar. 29, 2020 |
Sale of Stock [Line items] | |||
Payments of stock issuance costs | $ 1,199 | $ 0 | |
IPO [Member] | |||
Sale of Stock [Line items] | |||
Issued of common stock | 8,004,000 | ||
Offering price | $ 14 | ||
Proceeds from IPO | $ 100,312 | ||
Payments of stock issuance costs | 3,900 | ||
Commissions | $ 7,844 |
Basis of Presentation and Pri_4
Basis of Presentation and Principles of Consolidation - Summary of Basic And Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Apr. 04, 2021 | Mar. 29, 2020 | ||
Numerator: | |||
Net loss attributable to CMI Acquisition, LLC | $ (2,811) | $ (1,372) | |
Undistributed preferred return to Class B Preferred Unitholders | (359) | ||
Net loss attributable to Common Unitholders | $ (3,170) | ||
Denominator: | |||
Weighted-average Units outstanding, basic and diluted | 3,060,343 | ||
Common Units [Member] | |||
Denominator: | |||
Weighted-average shares outstanding | [1] | 3,060,343,000 | |
Net loss per unit attributable to Common Unitholders, basic and diluted | $ (1.04) | ||
Preferred Unit [Member] | |||
Denominator: | |||
Weighted-average Units outstanding, basic and diluted | 18,000,000,000 | ||
Net loss per unit attributable to Common Unitholders, basic and diluted | $ (0.08) | ||
[1] | This number reflects the April 14, 2021 corporate conversion of 2,105,936 Common Units into 3,060,343 shares of common stock. |
Basis of Presentation and Pri_5
Basis of Presentation and Principles of Consolidation - Summary of Basic And Diluted Net Loss Per Share (Parenthetical) (Details) | Apr. 04, 2021shares |
Common Units [member] | |
Weighted average number of shares outstanding to reflect corporate conversion | 2,105,936 |
Common Stock [member] | |
Weighted average number of shares outstanding to reflect corporate conversion | 3,060,343 |
Basis of Presentation and Pri_6
Basis of Presentation and Principles of Consolidation - Additional Information (Details) | 3 Months Ended | |
Apr. 04, 2021USD ($)Segmentshares | Mar. 29, 2020shares | |
Lessee, Lease, Description [Line Items] | ||
Number of Operating Segments | Segment | 1 | |
Common units option outstanding | shares | 0 | |
Class B Preferred Units [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Preferred units rate of return | 8.00% | |
CNF Lease [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 23 years | |
Operating Lease, Payments | $ 1 | |
Operating lease payment in the event of termination of agreement | $ 15,000,000 | |
CNF Lease [Member] | Minimum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 18 months | |
Lessee, Operating Lease, Liability, to be Paid | $ 23 | |
Share-based Payment Arrangement, Option [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 3,052,672 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | |
Apr. 04, 2021 | Mar. 29, 2020 | |
Accounting Policies [Abstract] | ||
Significant accounting changes amount | $ 0 | |
Royalty expense | 56,000 | $ 841,000 |
Payments for royalties | $ 3,356,000 | $ 2,539,000 |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 04, 2021 | Mar. 29, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 48,101 | $ 36,904 |
Lease Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,167 | |
Revenue Recognized Foundary Services Obligation [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 388 | |
Point In Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,019 | 12,930 |
Over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 36,915 | 23,586 |
Total Topic 606 Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 46,934 | 36,516 |
Wafer Services [Member] | Total Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,019 | 13,318 |
Wafer Services [Member] | Revenue Recognized Foundary Services Obligation [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 388 | |
Wafer Services [Member] | Point In Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,019 | 12,930 |
Wafer Services [Member] | Total Topic 606 Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,019 | 12,930 |
Advanced Technology Services TM [Member] | Total Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,792 | 19,406 |
Advanced Technology Services TM [Member] | Over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,792 | 19,406 |
Advanced Technology Services TM [Member] | Total Topic 606 Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,792 | 19,406 |
Advanced Technology Services Fixed Price [Member] | Total Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 26,123 | 4,180 |
Advanced Technology Services Fixed Price [Member] | Over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 26,123 | 4,180 |
Advanced Technology Services Fixed Price [Member] | Total Topic 606 Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 26,123 | 4,180 |
Advanced Technology Services Other [Member] | Total Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,167 | |
Advanced Technology Services Other [Member] | Lease Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,167 | |
Advanced Technology Services Total [Member] | Total Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 38,082 | 23,586 |
Advanced Technology Services Total [Member] | Lease Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,167 | |
Advanced Technology Services Total [Member] | Over Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 36,915 | 23,586 |
Advanced Technology Services Total [Member] | Total Topic 606 Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 36,915 | $ 23,586 |
Revenue - Summary of Revenue by
Revenue - Summary of Revenue by Country (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 04, 2021 | Mar. 29, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 48,101 | $ 36,904 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,609 | 3,036 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 43,621 | 31,470 |
All others | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 2,871 | $ 2,398 |
Revenue - Summary of Deferred R
Revenue - Summary of Deferred Revenue (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Jan. 03, 2021 |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Contract Liabilities Current | $ 17,870 | $ 25,986 |
Contract Liabilities Long-term | 74,223 | 79,455 |
Contract Liabilities Total | 92,093 | 105,441 |
Deferred Lease Revenue Current | 4,667 | 4,667 |
Deferred Lease Revenue Long-term | 14,778 | 15,944 |
Deferred Lease Revenue Total | 19,445 | 20,611 |
Total Deferred Revenue Current | 22,537 | 30,653 |
Total Deferred Revenue Long-term | 89,001 | 95,399 |
Total Deferred Revenue Total | $ 111,538 | $ 126,052 |
Revenue - Summary of Performanc
Revenue - Summary of Performance Obligations (Details) $ in Thousands | Apr. 04, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation amount | $ 86,765 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-04 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation amount | $ 12,542 |
Revenue remaining performance obligation expected timing of satisfaction period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-04 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation amount | $ 13,921 |
Revenue remaining performance obligation expected timing of satisfaction period | 24 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-04 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation amount | $ 12,695 |
Revenue remaining performance obligation expected timing of satisfaction period | 36 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-04 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation amount | $ 47,607 |
Revenue remaining performance obligation expected timing of satisfaction period | 48 months |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 04, 2021 | Mar. 29, 2020 | Jan. 03, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Percentage of contract liabilities recognized in revenue | 15.00% | ||
Contract with customer asset net | $ 9,874 | $ 8,147 | |
Deferred contract cost amortization | 551 | $ 0 | |
Revenue remaining performance obligation amount | $ 86,765 |
Balance Sheet Information - Sum
Balance Sheet Information - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Jan. 03, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | $ 26,730 | $ 29,995 |
Trade accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | 16,372 | 21,357 |
Unbilled revenue (contract assets) | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | 9,874 | 8,147 |
Note receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | 230 | 230 |
Employee note receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | 225 | 222 |
Other receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable, net | $ 29 | $ 39 |
Balance Sheet Information - S_2
Balance Sheet Information - Summary Of Inventories (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Jan. 03, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,867 | $ 1,463 |
Work-in-process | 23,808 | 19,719 |
Supplies and spare parts | 5,555 | 5,987 |
Total inventories—current | 31,230 | 27,169 |
Supplies and spare parts classified as other assets | 2,160 | 1,949 |
Total inventories | $ 33,390 | $ 29,118 |
Balance Sheet Information - S_3
Balance Sheet Information - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Jan. 03, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |||
Prepaid expenses | $ 2,101 | $ 2,761 | |
Equipment purchased for customers | [1] | 975 | 5,343 |
Deferred contract costs | 1,459 | 1,647 | |
Deferred offering costs | 3,382 | 2,183 | |
Other | 92 | 38 | |
Total prepaid assets and other current assets | $ 8,009 | $ 11,972 | |
[1] | We acquired equipment for a customer that we will install and calibrate 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. |
Balance Sheet Information - S_4
Balance Sheet Information - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Jan. 03, 2021 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 5,396 | $ 5,396 |
Buildings and improvements | 86,267 | 85,197 |
Machinery and equipment | 134,875 | 124,130 |
Fixed assets not yet in service | 11,930 | 22,602 |
Total property and equipment, at cost | 238,468 | 237,325 |
Less: Accumulated depreciation | (65,294) | (59,247) |
Total property and equipment, net | $ 173,174 | $ 178,078 |
Balance Sheet Information - S_5
Balance Sheet Information - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Jan. 03, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, at cost | $ 7,127 | $ 6,908 |
Less: Accumulated amortization | (2,782) | (2,347) |
Total intangible assets, net | 4,345 | 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 | $ 5,627 | $ 5,408 |
Balance Sheet Information - S_6
Balance Sheet Information - Summary of Remaining Estimated Aggregate Annual Amortization Expense (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Jan. 03, 2021 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Remainder of 2021 | $ 1,280 | |
2022 | 1,117 | |
2023 | 777 | |
2024 | 422 | |
2025 | 421 | |
Thereafter | 328 | |
Total | $ 4,345 | $ 4,561 |
Balance Sheet Information - S_7
Balance Sheet Information - Summary of Other Assets (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Jan. 03, 2021 |
Other Assets, Noncurrent [Abstract] | ||
Supplies and spare parts | $ 2,160 | $ 1,949 |
Deferred contract costs | 2,028 | 2,049 |
Other assets | 419 | 0 |
Total other assets | $ 4,607 | $ 3,998 |
Balance Sheet Information - S_8
Balance Sheet Information - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Jan. 03, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 6,148 | $ 6,315 |
Accrued commissions | 2,824 | 5,183 |
Accrued fixed asset expenditures | 1,885 | 6,337 |
Accrued royalties | 1,895 | 2,145 |
Accrued customer payable | 1,119 | 783 |
Other accrued expenses | 8,236 | 4,733 |
Total accrued expenses | $ 22,107 | $ 25,496 |
Balance Sheet Information - Add
Balance Sheet Information - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Apr. 04, 2021 | Mar. 29, 2020 |
Debt Instrument [Line Items] | |||
Depreciation | $ 6,047 | $ 4,131 | |
Customer list | |||
Debt Instrument [Line Items] | |||
Amortization of intangible assets | 88 | 88 | |
Software and licenses | |||
Debt Instrument [Line Items] | |||
Amortization of intangible assets | $ 347 | $ 103 | |
Key Employee | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 222 | ||
Debt instrument, interest rate | 6.00% | ||
Debt instrument, maturity date | Mar. 31, 2022 |
Debt - Summary of Debt Outstand
Debt - Summary of Debt Outstanding (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Jan. 03, 2021 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 90,376 | |
Total long-term debt | 85,541 | $ 72,600 |
Less: Current portion of long-term debt | (3,853) | (2,772) |
Long-term debt, excluding current portion and unamortized debt issuance costs | 81,688 | 69,828 |
VIE Financing | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 35,215 | 35,381 |
Paycheck Protection Program Loan | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 6,453 | 6,453 |
Revolving Credit Facility | Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 43,873 | $ 30,766 |
Debt - Summary of Debt Outsta_2
Debt - Summary of Debt Outstanding (Parenthetical) (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Jan. 03, 2021 |
VIE Financing | ||
Debt Instrument [Line Items] | ||
Unamortized Debt Issuance Costs | $ 3,375 | $ 3,458 |
Revolving Credit Facility [Member] | Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized Debt Issuance Costs | $ 1,460 | $ 1,537 |
Debt - Summary of Future Princi
Debt - Summary of Future Principal Payments (Details) $ in Thousands | Apr. 04, 2021USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
Remainder of 2021 | $ 2,523 |
2022 | 5,333 |
2023 | 1,422 |
2024 | 1,094 |
2025 | 46,470 |
Thereafter | 33,534 |
Total | $ 90,376 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Apr. 18, 2020 | Sep. 30, 2020 |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Remaining borrowing capacity | $ 19,667 | ||
Maturity date description | December 2025 | ||
Revolving Credit Facility | Amended And Restated Revolving Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 45,333 | ||
Debt instrument, interest rate | 3.00% | ||
VIE Financing | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 3.44% | ||
Debt instrument, face amount | $ 39,000 | ||
Long term debt non-current | $ 38,590 | ||
Frequency of periodic payment | monthly | ||
Debt instrument, periodic payment | $ 194 | ||
Debt instrument, term | 10 years | ||
Debt instrument, maturity date | Oct. 6, 2030 | ||
Paycheck Protection Program Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 1.00% | ||
Proceeds from issuance of other long term debt | $ 6,453 | ||
Maturity date description | July 2023 | ||
Debt instrument, periodic payment | $ 363 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 04, 2021 | Mar. 29, 2020 | Jan. 03, 2021 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate percent | 17.20% | 40.70% | |
Federal statutory income tax rate, percent | 21.00% | 21.00% | |
Deferred tax assets, valuation allowance | $ 1,401 | $ 1,609 | |
Penalties and interest expense | $ 0 | $ 0 |
Members' Equity (Deficit) - Add
Members' Equity (Deficit) - Additional Information (Details) $ / shares in Units, $ in Thousands | Apr. 14, 2021$ / sharesshares | Apr. 04, 2021USD ($)shares | Dec. 18, 2020shares | Nov. 01, 2020Directorsshares | Apr. 04, 2021USD ($)shares | Mar. 29, 2020USD ($) | Apr. 21, 2021shares | Jan. 03, 2021shares |
Class of Stock [Line Items] | ||||||||
Common shares authorized | 200,000,000 | |||||||
Common shares, per share | $ / shares | $ 0.01 | |||||||
Preferred shares authorized | 80,000,000 | |||||||
Preferred shares, per share | $ / shares | $ 0.01 | |||||||
Common shares, issued | 31,055,743 | |||||||
Common shares outstanding | 31,055,743 | |||||||
Preferred shares outstanding | 0 | |||||||
General and Administrative Expense [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based compensation expense | $ | $ 5 | $ 488 | ||||||
2021 Equity Incentive Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Capital Shares Reserved for Future Issuance | 5,000,000 | 5,000,000 | ||||||
2021 Employee Stock Purchase Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based Compensation employee subscription rate | 15.00% | 15.00% | ||||||
2021 Employee Stock Purchase Plan [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Capital Shares Reserved for Future Issuance | 700,000 | 700,000 | ||||||
Share-based compensation service period | 27 months | |||||||
2021 Employee Stock Purchase Plan [Member] | Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based compensation service period | 6 months | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based compensation grant | 4,672 | |||||||
Number of directors | Directors | 2 | |||||||
Number of shares conversion of convertible securities | 6,788 | |||||||
Share-based Payment Arrangement, Option [Member] | 2021 Equity Incentive Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of share-based compensation arrangement outstanding | 1,087,157 | |||||||
Share-based Payment Arrangement, Option [Member] | 2021 Employee Stock Purchase Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based compensation arrangement outstanding stock maximum | 15.00% | |||||||
Capital Units [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number Shares, conversion of units | 31,055,743 | |||||||
Common Stock [Member] | 2021 Employee Stock Purchase Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based compensation purchased for award | 2,500 | |||||||
Class A Preferred Units [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred units authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||
Preferred units issued | 0 | 0 | 0 | |||||
Preferred units outstanding | 0 | 0 | 0 | |||||
Class B Preferred Units [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred units authorized | 18,000,000 | 18,000,000 | 18,000,000 | |||||
Preferred units issued | 18,000,000 | 18,000,000 | 18,000,000 | |||||
Preferred units outstanding | 18,000,000 | 18,000,000 | 18,000,000 | |||||
Number Shares, conversion of units | 27,995,400 | |||||||
Percentage of preferred return on original equity value of shares | 8.00% | |||||||
Common Units [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred units authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||
Preferred units issued | 3,057,344 | 3,057,344 | 3,057,344 | |||||
Preferred units outstanding | 2,107,452 | 2,107,452 | 2,107,452 | |||||
Number Shares, conversion of units | 3,060,343 | |||||||
Common Units [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number Shares, conversion of units | 1,602,588 | |||||||
Restricted Common Stock Units [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Unrecognized compensation cost | $ | $ 9,022 | $ 9,022 | ||||||
Restricted Common Stock Units [Member] | 2021 Equity Incentive Plan [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share-based compensation arrangement grant | 645,747 | |||||||
Restricted Common Stock Units [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares, corporate conversion | 2,328,880 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Change in Level 3 Assets Measured at Fair Value On a Recurring Basis (Detail) - Fair Value, Inputs, Level 3 [Member] - Fair Value, Recurring [Member] $ in Thousands | 3 Months Ended |
Apr. 04, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Beginning balance | $ 10,900 |
Payments | (3,356) |
Change in fair value | 56 |
Ending Balance | $ 7,600 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | Apr. 04, 2021USD ($) |
Maximum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total future cash payments | $ 8,500 |
Minimum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total future cash payments | $ 7,600 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | Mar. 01, 2017 | Mar. 29, 2020 |
Semiconductor Wafers [Member] | Foundry Services Agreement [Member] | ||
Commitments And Contingencies [Line Items] | ||
Agreement term | 2020-06 | |
Customer guaranteed period | 40 months | |
Wafer Services [Member] | One Customer [Member] | ||
Commitments And Contingencies [Line Items] | ||
Revenue | $ 12,545 |
Major Customers and Concentra_3
Major Customers and Concentration Risk - Summary of Concentration Risk Percentage of Customers (Details) - Sales Revenue, Net [Member] | 3 Months Ended | |
Apr. 04, 2021 | Mar. 29, 2020 | |
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 66.00% | 61.00% |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 37.00% | |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 19.00% | 34.00% |
Customer C [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 10.00% | 27.00% |
Major Customers and Concentra_4
Major Customers and Concentration Risk - Summary of Concentration Risk percentage of customers (Parenthetical) (Details) - Sales Revenue, Net [Member] | 3 Months Ended | |
Apr. 04, 2021 | Mar. 29, 2020 | |
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 66.00% | 61.00% |
Maximum [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 10.00% | 10.00% |
Major Customers and Concentra_5
Major Customers and Concentration Risk - Additional Information (Details) - Accounts Receivable [Member] - Customers | Apr. 04, 2021 | Jan. 03, 2021 |
Concentration Risk [Line Items] | ||
Number of Customers | 3 | 4 |
Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 24.00% | 30.00% |
Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 19.00% | 20.00% |
Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 17.00% | 19.00% |
Customer Four [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 18.00% |
Related Party Transactions - Su
Related Party Transactions - Summary of Minimum Lease Payments Sale Lease back Transactions (Details) $ in Thousands | Apr. 04, 2021USD ($) |
Minimum Lease Payments, Sale Leaseback Transactions, Fiscal Year Maturity [Abstract] | |
Remainder of 2021 | $ 3,560 |
2022 | 4,836 |
2023 | 4,932 |
2024 | 5,031 |
2025 | 5,132 |
Thereafter | 89,350 |
Total lease payments | 112,841 |
Less: imputed interest | (85,742) |
Total | $ 27,099 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | Sep. 29, 2020 | Apr. 04, 2021 | Mar. 29, 2020 |
Land and Building [Member] | Oxbow Realty [Member] | |||
Related Party Transaction [Line Items] | |||
Operating leases rent expense | $ 394 | ||
Operating lease term | 20 years | ||
Percentage of operating lease rent payments | 2.00% | ||
General and Administrative Expense [Member] | Board Of Directors [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 116 | $ 62 | |
General and Administrative Expense [Member] | Oxbow Industries LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | 160 | $ 160 | |
Maximum [Member] | Oxbow Industries LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction, amounts of transaction | $ 700 |
Variable Interest Entities - Su
Variable Interest Entities - Summary of Condensed Balance Sheet Statements (Details) - USD ($) $ in Thousands | Apr. 04, 2021 | Jan. 03, 2021 | Mar. 29, 2020 | Dec. 29, 2019 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 4,216 | $ 7,436 | $ 30,033 | $ 4,605 |
Prepaid expenses | 2,101 | 2,761 | ||
Total assets | 252,311 | 263,209 | ||
Accounts payable | 15,845 | 16,792 | ||
Accrued expenses | 22,107 | 25,496 | ||
Total liabilities | 256,924 | 264,793 | ||
Variable Interest Entity, Primary Beneficiary [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 434 | 860 | ||
Prepaid expenses | 211 | 99 | ||
Finance receivable | 36,810 | 36,930 | ||
Total assets | 37,455 | 37,889 | ||
Accounts payable | 697 | 672 | ||
Accrued expenses | 21 | 9 | ||
Debt | 38,529 | 38,776 | ||
Total liabilities | $ 39,247 | $ 39,457 |
Variable Interest Entities - _2
Variable Interest Entities - Summary of Condensed Income Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 04, 2021 | Mar. 29, 2020 | |
Condensed Income Statements, Captions [Line Items] | ||
Revenues | $ 48,101 | $ 36,904 |
General and Administrative Expense | 8,603 | 5,633 |
Interest Expense | 1,058 | 1,462 |
Net income | (2,811) | $ (1,372) |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenues | 1,345 | |
General and Administrative Expense | 252 | |
Interest Expense | 335 | |
Total expenses | 587 | |
Net income | $ 758 |