Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of ConsolidationThe condensed consolidated financial statements as of July 4, 2021, and for the three and six months ended July 4, 2021 and June 28, 2020, are presented in thousands of U.S. dollars (except share and per share information), are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all financial information and disclosures required by U.S. GAAP for complete financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes thereto as of January 3, 2021. 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 July 4, 2021, our results of operations and shareholders' equity for the three and six months ended July 4, 2021 and June 28, 2020, and our cash flows for the six months ended July 4, 2021 and June 28, 2020. The results of operations for the three and six months ended July 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, shareholders’ equity and cash flows are for the three and six months ended July 4, 2021 and June 28, 2020. The three and six months ended July 4, 2021 and June 28, 2020 each consisted of 13 and 26 weeks, respectively. Use of Estimates The preparation of our condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances. Actual results could differ from those estimates. COVID-19 In March 2020, the World Health Organization declared the novel coronavirus 2019 (“COVID-19”) outbreak a global pandemic. The COVID-19 pandemic has spread throughout the United States and the world, with the continued potential for significant impact. Our business has been adversely affected by the effects of the COVID-19 pandemic. We implemented modifications to employee travel and employee work locations, as required in some cases by federal, state and local authorities, which has had a negative impact on employee productivity. Because we have manufacturing operations, we may be vulnerable to an outbreak of a new coronavirus or other contagious diseases. Although we have not experienced a shutdown of our manufacturing facilities, the effects of such an outbreak could include the temporary shutdown of our operations or the operations of our customers, disruptions or restrictions on the ability to ship our products to our customers as well as disruptions that may affect our suppliers. Any disruption of our ability to manufacture or distribute our products, the ability of our suppliers to deliver key components on a timely basis, or our customers’ ability to order and take delivery of our products could have a material adverse effect on our sales 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 and the availability and effectiveness of vaccines. Net Loss Per Share We calculate basic and diluted net loss per common share in conformity with the two-class method required for companies with participating securities. Our previously outstanding Class B preferred units met the criteria of a participating security as they contained the rights to an 8% “preferred return” on the deemed original equity value of each such Class B preferred unit (accrued daily since the date of issuance of each such Class B preferred unit). Under the two-class method, income or losses are allocated between the common shareholders and the Class B preferred unitholders. The two-class method includes an allocation formula that determines income or loss per unit for each class according to preferred dividends and undistributed earnings or losses for the period. Our reported net loss for the three and six months ended July 4, 2021 is increased by the amount allocated to the Class B preferred units to arrive at the loss allocated to common shareholders for purposes of calculating net loss per share. For the three and six months ended June 28, 2020, we did not apply the two-class method since only Class B preferred units were outstanding and were thus the lowest level of equity subordination. As a result of our April 2021 corporate conversion and IPO, the number of common shares used to compute net loss per common share for the three and six months ended July 4, 2021 were 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 period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of shares and potentially dilutive securities outstanding for the year determined using the treasury-stock method. Because we reported a net loss for the three and six months ended July 4, 2021 and June 28, 2020, the number of shares used to calculate diluted net loss per common share is the same as the number of units used to calculate basic net loss per common share because the potentially dilutive shares would have been anti-dilutive if included in the calculation. At July 4, 2021, there were restricted stock units and stock options totaling 3,966,000 excluded from the computation of diluted weighted-average because their inclusion would have been anti-dilutive. There were no restricted stock units and stock options outstanding at June 28, 2020. The following table sets forth the computation of basic and diluted net loss per common share for the three and six months ended July 4, 2021: Three Months Ended Six Months Ended (in thousands, except per share data) Numerator: Net loss attributable to SkyWater Technology, Inc. $ (6,979) $ (9,790) Undistributed preferred return to Class B preferred unitholders (39) (398) Net loss attributable to common shareholders $ (7,018) $ (10,188) Denominator: Weighted-average common shares outstanding, basic and diluted (1) 34,708 18,884 Net loss per common share, basic and diluted $ (0.20) $ (0.54) __________________ (1) The weighted-average common shares outstanding for the three and six months ended July 4, 2021 reflects the retrospective adjustment for the April 14, 2021 corporate conversion of 2,105,936 common units into 3,060,343 shares of common stock. The April 14, 2021 corporate conversion of 18,000,000 Class B preferred units into 27,995,400 shares of common stock is reflected prospectively on the date of conversion for the three and six months ended July 4, 2021. The following table sets forth the computation of basic and diluted net loss per unit attributable to Class B preferred unitholders for the three and six months ended June 28, 2020. There were no common units outstanding during the period. Three Months Ended Six Months Ended (in thousands, except per unit data) Numerator: Net loss attributable to SkyWater Technology, Inc. $ (5,293) $ (6,665) Denominator: Weighted-average Class B preferred units outstanding, basic and diluted 18,000 18,000 Net loss per unit attributable to Class B preferred unitholders, basic and diluted $ (0.29) $ (0.37) Center for NeoVation Through our subsidiary, SkyWater Florida, we entered into several agreements on January 25, 2021 with the government of Osceola County, Florida (“Osceola”) and ICAMR, Inc., a Florida non-profit corporation (“BRIDG”), to operate the Center for NeoVation (“CfN”), a semiconductor research and development and manufacturing facility. These agreements included a technology and economic development agreement (the “TED Agreement”), a lease agreement (the “CfN Lease”) and a semiconductor line operation agreement (the “LOA”). Under the TED Agreement and the CfN Lease, we agreed to operate the CfN, including certain semiconductor manufacturing equipment, and an advanced water treatment facility currently owned by 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 ($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 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 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. |