Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 01, 2023 | Mar. 10, 2023 | Jul. 01, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 01, 2023 | ||
Current Fiscal Year End Date | --01-01 | ||
Document Transition Report | false | ||
Entity File Number | 001-40345 | ||
Entity Registrant Name | SkyWater Technology, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 37-1839853 | ||
Entity Address, Address Line One | 2401 East 86th Street | ||
Entity Address, City or Town | Bloomington | ||
Entity Address, State or Province | MN | ||
Entity Address, Postal Zip Code | 55425 | ||
City Area Code | 952 | ||
Local Phone Number | 851-5200 | ||
Title of 12(b) Security | Common stock, par value $0.01 per share | ||
Trading Symbol | SKYT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 62.4 | ||
Entity Common Stock, Shares Outstanding (in shares) | 43,905,745 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of its fiscal year ended January 1, 2023 are incorporated by reference in Part III of this Annual Report on Form 10-K. | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001819974 | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Jan. 01, 2023 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | Minneapolis, Minnesota |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 01, 2023 | Jan. 02, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 30,025 | $ 12,917 |
Accounts receivable, net | 62,670 | 39,381 |
Inventories | 13,397 | 17,500 |
Prepaid expenses and other current assets | 10,290 | 3,854 |
Income tax receivable | 169 | 745 |
Total current assets | 116,551 | 74,397 |
Property and equipment, net | 179,915 | 180,475 |
Intangible assets, net | 5,608 | 3,891 |
Other assets | 3,690 | 4,835 |
Total assets | 305,764 | 263,598 |
Current liabilities: | ||
Current portion of long-term debt | 1,855 | 1,021 |
Accounts payable | 21,102 | 7,637 |
Accrued expenses | 25,212 | 17,483 |
Short-term financing, net of unamortized debt issuance costs | 55,817 | 0 |
Current portion of contingent consideration | 0 | 816 |
Deferred revenue - current | 28,186 | 20,808 |
Total current liabilities | 132,172 | 47,765 |
Long-term liabilities: | ||
Long-term debt, less current portion and net of unamortized debt issuance costs | 35,181 | 58,428 |
Long-term incentive plan | 1,643 | 4,039 |
Deferred revenue - long-term | 67,967 | 88,094 |
Long-term contract amounts | 61,356 | 76,816 |
Deferred income tax liability, net | 1,239 | 995 |
Other long-term liabilities | 13,585 | 4,350 |
Total long-term liabilities | 119,615 | 155,906 |
Total liabilities | 251,787 | 203,671 |
Commitments and contingencies (Note 13) | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value per share (80,000,000 and 80,000,000 shares authorized; zero issued and outstanding) | 0 | 0 |
Common stock, $0.01 par value per share (200,000,000 and 200,000,000 shares authorized; 43,704,876 and 39,836,038 shares issued and outstanding) | 437 | 398 |
Additional paid-in capital | 147,304 | 115,208 |
Accumulated deficit | (94,072) | (54,479) |
Total shareholders’ equity, SkyWater Technology, Inc. | 53,669 | 61,127 |
Non-controlling interests | 308 | (1,200) |
Total shareholders’ equity | 53,977 | 59,927 |
Total liabilities and shareholders’ equity | $ 305,764 | $ 263,598 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 01, 2023 | Jan. 02, 2022 | Apr. 14, 2021 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value per share (in USD per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 80,000,000 | 80,000,000 | 80,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, par value per share (in USD per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 43,704,876 | 39,836,038 | |
Common stock, shares outstanding (in shares) | 43,704,876 | 39,836,038 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Revenue | $ 212,941 | $ 162,848 | $ 140,438 |
Cost of revenue: | |||
Cost of revenue, before inventory write-down | 186,974 | 156,878 | 117,746 |
Inventory write-down (Note 17) | 0 | 13,442 | 0 |
Total cost of revenue | 186,974 | 170,320 | 117,746 |
Gross profit (loss) | 25,967 | (7,472) | 22,692 |
Research and development | 9,431 | 8,747 | 4,208 |
Selling, general and administrative expenses | 46,303 | 43,595 | 25,032 |
Change in fair value of contingent consideration | 0 | (2,710) | 2,094 |
Operating loss | (29,767) | (57,104) | (8,642) |
Other income (expense): | |||
Paycheck Protection Program loan forgiveness | 0 | 6,453 | 0 |
Change in fair value of warrant liability | 0 | 0 | 780 |
Loss on debt extinguishment | (1,101) | 0 | (1,434) |
Interest expense | (5,194) | (3,542) | (5,499) |
Total other income (expense) | (6,295) | 2,911 | (6,153) |
Loss before income taxes | (36,062) | (54,193) | (14,795) |
Income tax expense (benefit) | 809 | (6,790) | 4,919 |
Net loss | (36,871) | (47,403) | (19,714) |
Less: net income attributable to non-controlling interests | 2,722 | 3,293 | 903 |
Net loss attributable to SkyWater Technology, Inc. | $ (39,593) | $ (50,696) | $ (20,617) |
Net loss per unit, basic (in USD per share) | $ (0.97) | $ (1.76) | $ (1.15) |
Net loss per unit, diluted (in USD per share) | $ (0.97) | $ (1.76) | $ (1.15) |
Weighted average units used in computing net loss per unit, basic (in shares) | 40,835,186 | 29,038,174 | 0 |
Weighted average units used in computing net loss per unit, diluted (in shares) | 40,835,186 | 29,038,174 | 0 |
Class B Units | |||
Other income (expense): | |||
Weighted average units used in computing net loss per unit, basic (in shares) | 0 | 0 | 18,000,000 |
Weighted average units used in computing net loss per unit, diluted (in shares) | 0 | 0 | 18,000,000 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | ATM Program | Total Shareholders’ Equity (Deficit), SkyWater Technology, Inc. | Total Shareholders’ Equity (Deficit), SkyWater Technology, Inc. ATM Program | Capital Units Class A Units | Capital Units Class B Units | Capital Units Common Units | Preferred Stock | Common Stock | Common Stock ATM Program | Additional Paid-in Capital | Additional Paid-in Capital ATM Program | Retained Earnings (Accumulated Deficit) | Non-controlling Interests |
Common units, balance at the beginning (in shares) at Dec. 29, 2019 | 0 | 18,000,000 | 0 | |||||||||||
Preferred stock, balance at the beginning (in shares) at Dec. 29, 2019 | 0 | |||||||||||||
Common stock, balance at the beginning (in shares) at Dec. 29, 2019 | 0 | |||||||||||||
Balance at the beginning at Dec. 29, 2019 | $ 24,167 | $ 24,167 | $ 0 | $ 0 | $ 7,333 | $ 0 | $ 0 | $ 0 | $ 16,834 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Unit-based compensation | 488 | 488 | $ 488 | |||||||||||
Exercise of common unit options (in shares) | 3,053,000 | |||||||||||||
Exercise of common unit options | 31 | 31 | $ 31 | |||||||||||
Repurchase of common units (in shares) | (950,000) | |||||||||||||
Repurchase of common units | (4,085) | (4,085) | $ (4,085) | |||||||||||
Issuance of restricted common units (in shares) | 5,000 | |||||||||||||
Distribution to VIE member | (2,471) | (2,471) | ||||||||||||
Net income (loss) | (19,714) | (20,617) | (20,617) | 903 | ||||||||||
Common units, balance at the end (in shares) at Jan. 03, 2021 | 0 | 18,000,000 | 2,108,000 | |||||||||||
Common stock, balance at the end (in shares) at Jan. 03, 2021 | 0 | |||||||||||||
Preferred stock, balance at the end (in shares) at Jan. 03, 2021 | 0 | |||||||||||||
Balance at the end at Jan. 03, 2021 | (1,584) | (16) | $ 0 | $ 0 | $ 3,767 | $ 0 | $ 0 | 0 | (3,783) | (1,568) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Unit-based compensation | 5 | 5 | $ 5 | |||||||||||
Issuance of common stock (in shares) | 8,004,000 | |||||||||||||
Issuance of common stock | 100,162 | 100,162 | $ 80 | 100,082 | ||||||||||
Other (in shares) | 2,000 | |||||||||||||
Corporate conversion (in shares) | 18,000,000 | 2,106,000 | 31,056,000 | |||||||||||
Corporate Conversion | 0 | 0 | $ (3,772) | $ 311 | 3,461 | |||||||||
Issuance of common stock pursuant to equity compensation plans (in shares) | 776,000 | |||||||||||||
Issuance of common stock pursuant to equity compensation plans | $ 7 | (7) | ||||||||||||
Stock-based compensation | 11,672 | 11,672 | 11,672 | |||||||||||
Distribution to VIE member | (2,925) | (2,925) | ||||||||||||
Net income (loss) | $ (47,403) | (50,696) | (50,696) | 3,293 | ||||||||||
Common units, balance at the end (in shares) at Jan. 02, 2022 | 0 | 0 | 0 | |||||||||||
Common stock, balance at the end (in shares) at Jan. 02, 2022 | 39,836,038 | 39,836,000 | ||||||||||||
Preferred stock, balance at the end (in shares) at Jan. 02, 2022 | 0 | 0 | ||||||||||||
Balance at the end at Jan. 02, 2022 | $ 59,927 | 61,127 | $ 0 | $ 0 | $ 0 | $ 0 | $ 398 | 115,208 | (54,479) | (1,200) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Exercise of common unit options (in shares) | 2,000 | |||||||||||||
Issuance of common stock (in shares) | 1,917,000 | 912,000 | ||||||||||||
Issuance of common stock | $ 15,803 | $ 3,489 | 15,803 | $ 3,489 | $ 19 | $ 9 | 15,784 | $ 3,480 | ||||||
Issuance of common stock pursuant to equity compensation plans (in shares) | 1,040,000 | |||||||||||||
Issuance of common stock pursuant to equity compensation plans | 4,499 | 4,499 | $ 11 | 4,488 | ||||||||||
Stock-based compensation | 8,344 | 8,344 | 8,344 | |||||||||||
Distribution to VIE member | (1,214) | (1,214) | ||||||||||||
Net income (loss) | $ (36,871) | (39,593) | (39,593) | 2,722 | ||||||||||
Common units, balance at the end (in shares) at Jan. 01, 2023 | 0 | 0 | 0 | |||||||||||
Common stock, balance at the end (in shares) at Jan. 01, 2023 | 43,704,876 | 43,705,000 | ||||||||||||
Preferred stock, balance at the end (in shares) at Jan. 01, 2023 | 0 | 0 | ||||||||||||
Balance at the end at Jan. 01, 2023 | $ 53,977 | $ 53,669 | $ 0 | $ 0 | $ 0 | $ 0 | $ 437 | $ 147,304 | $ (94,072) | $ 308 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (36,871) | $ (47,403) | $ (19,714) |
Adjustments to reconcile net loss to net cash flows (used in) provided by operating activities: | |||
Depreciation and amortization | 28,192 | 27,368 | 18,866 |
Inventory write-down | 0 | 13,442 | 0 |
Long-term incentive and stock-based compensation | 8,610 | 12,533 | 2,640 |
Amortization of debt issuance costs included in interest expense | 909 | 621 | 1,661 |
Gain on Paycheck Protection Program loan forgiveness | 0 | (6,453) | 0 |
Gain on sale of property and equipment | (3) | (2,012) | (1,124) |
Change in fair value of contingent consideration | 0 | (2,710) | 2,094 |
Cash paid for contingent consideration in excess of initial valuation | (816) | (7,374) | (7,296) |
Deferred income taxes | 244 | (7,063) | 2,387 |
Non-cash revenue related to customer equipment | 0 | (2,481) | 0 |
Foundry services obligation | 0 | 0 | (3,732) |
Loss on debt extinguishment | 1,101 | 0 | 1,434 |
Change in fair value of warrant liability | 0 | 0 | (780) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (9,958) | (9,387) | 31,452 |
Inventories | (9,225) | (3,773) | (11,175) |
Prepaid expenses and other assets | (5,288) | 5,098 | (9,411) |
Accounts payable | 20,981 | (6,481) | 12,084 |
Deferred revenue | (12,749) | (17,150) | 74,578 |
Income tax payable and receivable | 576 | (2,455) | 2,231 |
Net cash (used in) provided by operating activities | (14,297) | (55,680) | 96,195 |
Cash flows from investing activities: | |||
Purchase of software and licenses | (400) | (1,220) | (4,085) |
Proceeds from sale of property and equipment | 0 | 2,159 | 1,676 |
Purchases of property and equipment | (17,053) | (30,762) | (85,768) |
Net cash used in investing activities | (17,453) | (29,823) | (88,177) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock pursuant to the initial public offering, net of underwriting discounts and commissions | 0 | 104,212 | 0 |
Cash paid for offering costs | (456) | (1,867) | (2,183) |
Proceeds from Financing | 63,006 | 0 | 39,000 |
Proceeds from Paycheck Protection Program loan | 0 | 0 | 6,453 |
Repayment of term loan | 0 | 0 | (38,270) |
Cash paid for term loan extinguishment | 0 | 0 | (405) |
Net repayment on line of credit | 0 | 0 | (12,380) |
Proceeds From Issuance Market Offering | 3,919 | 0 | 0 |
Proceeds from the issuance of stock, net of underwriting discounts and commissions | 16,168 | 0 | 0 |
Net (repayment) proceeds on Revolver | (26,220) | (6,081) | |
Net (repayment) proceeds on Revolver | 32,303 | ||
Repayment of Financing | (1,224) | (990) | 0 |
Cash paid for financing leases | (1,603) | (1,115) | 0 |
Cash paid for debt issuance costs | (4,168) | (250) | (5,182) |
Repurchase of warrants | 0 | 0 | (14,000) |
Proceeds from exercise of common unit options | 0 | 0 | 31 |
Repurchase of common units | 0 | 0 | (4,085) |
Cash paid for contingent consideration | 0 | 0 | (3,998) |
Proceeds from the issuance of common stock pursuant to the employee stock purchase plan | 1,800 | 0 | 0 |
Cash paid on license technology obligations | (1,150) | 0 | 0 |
Distributions to VIE member | (1,214) | (2,925) | (2,471) |
Net cash provided by (used in) financing activities | 48,858 | 90,984 | (5,187) |
Net change in cash and cash equivalents | 17,108 | 5,481 | 2,831 |
Cash and cash equivalents - beginning of period | 12,917 | 7,436 | 4,605 |
Cash and cash equivalents - end of period | 30,025 | 12,917 | 7,436 |
Supplemental disclosure of cash flow information: | |||
Interest | 4,437 | 2,738 | 4,444 |
Income taxes | 3 | 2,923 | 149 |
Noncash investing and financing activity: | |||
Capital expenditures incurred, not yet paid | 1,638 | 2,168 | 15,614 |
Common stock issuance costs incurred, not yet paid | 305 | 0 | 0 |
Intangible assets acquired, not yet paid | 2,350 | 0 | 0 |
Equipment acquired through financing lease obligations | $ 9,128 | $ 3,511 | $ 0 |
Nature of Business
Nature of Business | 12 Months Ended |
Jan. 01, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business SkyWater Technology, Inc., together with its consolidated subsidiaries (collectively, “we”, “us”, “our”, or “SkyWater”), is a U.S.-based, independent, pure-play technology foundry that offers advanced semiconductor development and manufacturing services from our fabrication facility, or fab, in Minnesota and advanced packaging services from our Florida facility. In our technology as a service model, we leverage a strong foundation of proprietary technology to co-develop process technology intellectual property with our customers that enables disruptive concepts through our Advanced Technology Services for diverse microelectronics (integrated circuits, or ICs) and related micro- and nanotechnology applications. In addition to these differentiated technology development services, we support customers with volume production of ICs for high-growth markets through our Wafer Services. Emerging Growth Company Status We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we are (1) no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. We will remain an emerging growth company until the earliest of (1) the last day of the first fiscal year (A) following the fifth anniversary of the completion of our initial public offering, (B) in which our total annual gross revenue is at least $1.07 billion or (C) when we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th or (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 12 Months Ended |
Jan. 01, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements are presented in thousands of U.S. dollars (except share, per share, unit and per unit information) in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation Our consolidated financial statements include our assets, liabilities, revenues, and expenses, as well as the assets, liabilities, revenues, and expenses of subsidiaries in which we have a controlling financial interest, SkyWater Technology Foundry, Inc. (“SkyWater Technology Foundry”), SkyWater Federal, LLC (“SkyWater Federal”), SkyWater Florida, Inc. (“SkyWater Florida”) and variable interest entities (“VIE”) for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated statements of operations, shareholders’ equity (deficit) and cash flows are for the years ended January 1, 2023, January 2, 2022 and January 3, 2021. Our fiscal year ends on the Sunday closest to the end of the calendar year. The years ended January 1, 2023 and January 2, 2022 each contained 52 weeks, and the year ended January 3, 2021 contained 53 weeks. Liquidity and Cash Requirements The accompanying Consolidated Financial Statements have been prepared on the basis of the realization of assets and the satisfaction of liabilities and commitments in the normal course of business and do not include any adjustments to the recoverability and classifications of recorded assets and liabilities as a result of uncertainties. For the years ended January 1, 2023, January 2, 2022, and January 3, 2021, we have incurred net losses of $(39,593), $(50,696) and $(20,617), respectively. As of January 1, 2023, we had cash and cash equivalents of $30,025. Our ability to execute our operating strategy is dependent on our ability to maintain liquidity and continue to access capital through our Revolver (as defined in Note 6 – Debt) and other sources of financing. Our current business plans indicate that we may require additional liquidity to continue our operations for the next 12 months from the issuance of the consolidated financial statements. We have identified specific actions we could take to reduce operating costs to improve cash flow, which include a reduction in spending and a delayed increase in certain personnel, and may require us to decrease our level of investment in new products and technologies, or discontinue further expansion of our business. The Company also obtained a support letter from Oxbow Industries, LLC ("Oxbow"), an affiliate of our principal stockholder, to provide funding in an amount up to $12,500, if necessary, to enable the Company to meet its obligations as they become due through at least one year beyond the issuance of these financial statements on March 14, 2023. Management believes that based upon its operational forecasts, cash and cash equivalents on hand, available borrowings on our Revolver, potential cost reduction measures, and the support letter from an affiliate of our principal stockholder, as needed, will provide sufficient liquidity to fund its operations for the next 12 months from the issuance of the consolidated financial statements. Additionally, we could raise additional capital through the ATM Program (as defined below) and seek additional equity or debt financing, including a refinancing and/or expansion of the Revolver, however we cannot provide any assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. The Company has based this estimate on assumptions that may prove to be wrong, and its operating plan may change as a result of many factors currently unknown to it. To the extent that our current resources and plans to reduce expenses are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. Our ability to do so depends on prevailing economic conditions and other factors, many of which are beyond our control. On September 2, 2022, the Company entered into an Open Market Sale Agreement with Jefferies LLC (the “Open Market Sale Agreement”) with respect to an at the market offering program (the "ATM Program") under which the Company may, from time to time, offer and sell up to $100 million in shares of the Company’s common stock. From the date of the Open Market Sale Agreement through January 1, 2023, the Company sold approximately 435,419 shares under the Open Market Sale Agreement at an average sale price of $9.28 per share, resulting in gross proceeds of approximately $4.0 million before deducting sales commissions and fees of approximately $0.6 million. The Company used the net proceeds of approximately $3.5 million to pay down its Revolver and fund its operations. See Note 9 – Shareholders’ Equity for additional information regarding the Open Market Sale Agreement. Use of Estimates The preparation of our consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances. Actual results could differ from those estimates. COVID-19 In March 2020, the World Health Organization declared the novel coronavirus 2019 (“COVID-19”) outbreak a global pandemic. Because we have manufacturing operations, we may be vulnerable to an outbreak of a new coronavirus or other contagious diseases. Although we have not experienced a shutdown of our manufacturing facilities, the effects of such an outbreak could include the temporary shutdown of our operations or the operations of our customers, disruptions or restrictions on the ability to ship our products to our customers as well as disruptions that may affect our suppliers. Any disruption of our ability to manufacture or distribute our products, the ability of our suppliers to deliver key components on a timely basis, or our customers’ ability to order and take delivery of our products could have a material adverse effect on our revenue and operating results. Net Loss Per Share Prior to the Initial Public Offering ("IPO"), we calculated basic and diluted net loss per common share in conformity with the two-class method required for companies with participating securities. Our previously outstanding Class B preferred units met the criteria of a participating security as they contained the rights to an 8% “preferred return” on the deemed original equity value of each such Class B preferred unit (accrued daily since the date of issuance of each such Class B preferred unit). Under the two-class method, income or losses are allocated between the common shareholders and the Class B preferred unitholders. The two-class method includes an allocation formula that determines income or loss per unit for each class according to preferred dividends and undistributed earnings or losses for the period. Our reported net loss for the year ended January 2, 2022 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. As a result of our April 2021 corporate conversion and IPO, the number of common shares used to compute net loss per common share for the year ended January 2, 2022 was retrospectively adjusted to reflect the conversion akin to a split-like situation. Subsequent to the IPO, 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 period determined using the treasury-stock method. Because we reported a net loss for the years ended January 1, 2023 and January 2, 2022, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share because the potentially dilutive shares would have been anti-dilutive if included in the calculation. At January 1, 2023, January 2, 2022, and January 3, 2021, there were restricted stock units and stock options totaling 2,209,000, 2,731,000 and 2,329,000, respectively, excluded from the computation of diluted weighted-average shares outstanding because their inclusion would have been anti-dilutive. The following table sets forth the computation of basic and diluted net loss per common share for the years ended January 1, 2023, January 2, 2022 and the computation of basic and diluted net loss per unit attributable to Class B preferred unitholders for the year ended January 3, 2021: Year Ended Year Ended Year Ended January 3, 2021 (in thousands, except per share data) Numerator: Net loss attributable to SkyWater Technology, Inc. $ (39,593) $ (50,696) $ (20,617) Undistributed preferred return to Class B preferred unitholders — (398) — Net loss attributable to common shareholders $ (39,593) $ (51,094) $ (20,617) Denominator: Weighted-average common shares outstanding, basic and diluted (1) 40,835 29,038 — Weighted-average Class B preferred units outstanding, basic and diluted — — 18,000 Net loss per common share, basic and diluted $ (0.97) $ (1.76) $ (1.15) (1) The weighted-average common shares outstanding for the year ended January 2, 2022 reflects the retrospective adjustment for the April 14, 2021 corporate conversion of 2,105,936 common units into 3,060,343 shares of common stock. The April 14, 2021 corporate conversion of 18,000,000 Class B preferred units into 27,995,400 shares of common stock is reflected prospectively on the date of conversion for the year ended January 2, 2022. Center for NeoVation Through our subsidiary, SkyWater Florida, we entered into several agreements on January 25, 2021 with the government of Osceola County, Florida (“Osceola”) and ICAMR, Inc., a Florida non-profit corporation (“BRIDG”), to operate the Center for NeoVation (“CfN”), a semiconductor research and development and manufacturing facility. These agreements included a technology and economic development agreement (the “TED Agreement”), a lease agreement (the “CfN Lease”) and a semiconductor line operation agreement (the “LOA”). Under the TED Agreement and the CfN Lease, we agreed to operate the CfN, including certain semiconductor manufacturing equipment, and an advanced water treatment facility currently owned by Osceola for a period of at least 23 years for a lease payment of $1.00 per year. During the period of the CfN Lease, we are responsible for taxes, utilities, insurance, maintenance and operation of those assets. We may terminate the TED Agreement and CfN Lease with 18 months’ notice. In the event we terminate the agreements, we would be required to continue to operate the center until we find a replacement operator or the 18 months expire and may be required to make a payment of up to $15,000 to Osceola. We are accounting for the CfN Lease as a lease. Given the nominal minimum lease payments required under the lease, the impact to our consolidated balance sheets was insignificant. As we perform under the agreements, expenses we incur and any revenue we are able to generate from the operations of CfN will be included in our consolidated statements of operations as they are incurred or earned. If we are able to reach and maintain full capacity in the CfN for a minimum period of 20 years, Osceola will convey the land, buildings and equipment to us for no consideration at the end of the CfN Lease. At such time that we believe the conveyance of the land, buildings and equipment is reasonably assured, we will record those assets on our consolidated balance sheet at fair value and record a corresponding deferred gain. We will subsequently depreciate the assets over their remaining economic life and recognize an equivalent amount of income from the amortization of the deferred gain. Operating Segment and Geographic Information Operating segments are identified as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. We view our operations and manage our business as one operating segment. See Note 4 – Revenue, for disclosure of revenue by country. All of our long-lived assets are located in the United States. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Jan. 01, 2023 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | Summary of Significant Accounting Policies Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-2, Leases ("Topic 842"). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The standard is effective for public business entities for fiscal years beginning after December 15, 2018. As an emerging growth company, we adopted the new standard on January 3, 2022 for our year ending January 1, 2023. The adoption of Topic 842 did not have a material impact on our consolidated financial statements as disclosed in Note 16 – Leases . In June 2016, the FASB issued a new credit loss accounting standard, ASU 2016-13, Current Expected Credit Losses (“Topic 326”). This guidance replaces the current allowance for loan and lease loss accounting standard and focuses on estimation of expected losses over the life of the loans instead of relying on incurred losses. The standard is effective for certain public business entities for fiscal years beginning after December 15, 2019. As an emerging growth company, we adopted the new standard on January 2, 2023 for our year ending December 31, 2023. Upon adoption, the Company expects the increase of its Allowance for credit loss to be immaterial. Cash and Cash Equivalents All highly liquid debt instruments purchased with an original maturity of three months or less are considered to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed federally insured limits. We have not experienced any losses in our deposit accounts. Accounts Receivable Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Management determines the need for an allowance for doubtful accounts by identifying troubled accounts. Accounts receivable are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. We recorded an allowance for doubtful accounts of $1,638 and $0.0 at January 1, 2023 and January 2, 2022, respectively. Inventories Inventories consist of wafer raw materials, work in process, and supplies and spare parts. Cost is determined on the first-in, first-out basis. Raw materials are stated at weighted-average cost, while work in process inventory is stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. When net realizable value (which requires projecting future average selling prices, sales volumes, and costs to complete products in work in process inventories) is below cost, we record a charge to cost of goods sold to write down inventories to their estimated net realizable value in advance of when inventories are actually sold. Supplies and spare parts are measured at cost and expensed when utilized. Supplies and spare parts are classified as inventory if expected use is within one year. Supplies and spare parts not expected to be used within one year are classified as other assets in our consolidated balance sheets. As discussed in Note 17 – Inventory Write Down , the write-down of inventory which we were contracted to manufacture for a specific customer is recorded separately in our consolidated statement of operations within cost of revenue. All other write-downs of our inventory are recorded within the caption Cost of revenue. Deferred Offering Costs Prior to the IPO, deferred offering costs were capitalized and consisted of fees incurred in connection with the anticipated sale of our common stock and included legal, accounting, printing, and other IPO-related costs. The balance of deferred offering costs included within prepaid assets and other current assets at January 3, 2021 was $2,183. Upon completion of the IPO, these deferred costs totaling $4,050 were reclassified to equity and recorded against the proceeds from the offering. Property and Equipment Property and equipment acquired in the normal course of business are initially recorded at cost. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When equipment is sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in our consolidated statements of operations. Depreciation has been computed using the straight-line method over the estimated useful lives of the assets which are generally seven Intangible Assets Intangible assets consist of purchased software and license costs from our acquisition of the business in 2017. Additionally, we have entered into license agreements for third-party software and licensed technology, which also comprise intangible assets. During the years ended January 1, 2023, January 2, 2022, and January 3, 2021, we acquired third-party software and licensed technology of $3,462, $1,416, and $4,076, respectively, which will be amortized over a weighted average estimated life of 9.3 years, 3 years, and 4.4 years, respectively. Impairment of Long-Lived Assets We review our long-lived assets, including property and equipment and intangible assets, to determine potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability is measured by comparing the carrying amount of the asset group with the future undiscounted cash flows the assets are expected to generate. Due to our history of operating losses and uncertainty with forecasts, we utilized third-party appraisers to assess the estimated fair value of our long-lived asset group. If such assets are considered impaired, an impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of long-lived assets. Management determined that there was no impairment of long-lived assets during the years ended January 1, 2023 and January 2, 2022. Deferred Debt Issuance Costs Deferred debt issuance costs consist of costs incurred in relation to obtaining our financing and revolving credit facility. These costs are amortized over the life of the related agreements using the effective interest method for our financing and the straight-line method for our revolving credit facilities. The amortization of these costs is included in interest expense. The unamortized debt issuance costs and debt discount are presented as a direct reduction from the outstanding borrowings in our consolidated balance sheet. Unamortized deferred debt issuance costs and debt discount at the time of an extinguishment of debt are charged to interest expense, as are third party costs of a modification. Contingent Consideration In connection with our acquisition of the business from Cypress, the purchase price of the acquisition was allocated to assets acquired and liabilities assumed and did not result in any goodwill being recorded. We recorded a contingent consideration liability of $24,900 for the future estimated earn-out/royalties owed on Advanced Technology Services revenues, at fair value as of the acquisition date in March 2017. For each reporting period thereafter, we revalued future estimated earn-out payments and recorded the changes in fair value of the liability in our consolidated statements of operations. The contingent consideration represented a declining percentage of revenue generated by the sale of Advanced Technology Services through 2022, and were paid quarterly. Contingent consideration of $816, $7,374, and $11,294 was paid during the years ended January 1, 2023, January 2, 2022, and January 3, 2021, respectively. During the years ended January 2, 2022 and January 3, 2021, we recorded contingent consideration expense (benefit) of $(2,710) and $2,094 to reflect the change in fair value of the contingent consideration obligation in our consolidated statements of operations. There was no royalty expense recorded in the year ended January 1, 2023, as the last remaining amounts owed to Cypress related to contingent consideration were paid in fiscal 2022. Foundry Services Obligation The foundry services agreement (“FSA”) obligation relates to a take-or-pay supply contract for us to provide semiconductor wafers to our main customer for a period of 40 months starting March 1, 2017, the date we acquired the business from Cypress. The contract obligation results from fixed pricing in the supply contract and a deferred volume discount that were determined to be out of market. The fair value of the FSA was estimated to be an obligation of $26,200, as of March 1, 2017, using the income approach and is not subsequently remeasured. The volume discount portion of the liability is recognized as revenue to offset the volume discounts made by us, while the fixed priced portion of the liability is amortized to revenue monthly using the straight-line method. The FSA obligation ended in June 2020. Variable Interest Entities We evaluate whether an entity is a VIE based on the sufficiency of the entity’s equity at risk and by determining whether the equity holders have the characteristics of a controlling financial interest. To determine if we are the primary beneficiary of a VIE, we assess whether we have the power to direct the activities that most significantly impact the economic performance of the entity as well as the obligation to absorb losses or the right to receive benefits that may be significant to the entity. These determinations are both qualitative and quantitative, and they require us to make judgments and assumptions about the entity’s forecasted financial performance and the volatility inherent in those forecasted results. We regularly review all existing entities for events that may result in an entity becoming a VIE or us becoming the primary beneficiary of an existing VIE. See Note 18 – Variable Interest Entity. Non-controlling interests reported in shareholders’ equity on the consolidated balance sheets represent the ownership interests in the consolidated VIE held by entities or persons other than CMI. Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. To recognize revenues, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenues when or as we satisfy a performance obligation. We account for a contract when it has approval and commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. At contract inception, we apply judgment in determining the customer’s ability and intention to pay amounts entitled to us when due based on a variety of factors including the customer’s historical payment experience. See below and Note 4 – Revenue , for further discussion of our revenue characteristics. Performance Obligations We primarily derive revenue from two sources: the sale of wafers (Wafer Services) and the sale of non-recurring engineering services (Advanced Technology Services). Wafer Services Wafers are goods that are generally customer specific, highly customized and have no alternative use to us. Prior to March 2022, we did not have an enforceable right to obtain payment for performance completed to date plus a reasonable margin should a customer cancel an incomplete contract for reasons other than a failure by us to perform as promised. Accordingly, revenue from the sale of wafers was recognized at a point in time when control of the goods is transferred to the customer, which occurred upon shipment or receipt by the customer, depending on the contract terms. For a significant wafer services customer, due to a change in contract terms, we began recognizing revenue under a bill and hold arrangement in fiscal 2021, whereby the customer requested and agreed to purchase product to be delivered at a later date. Under this arrangement, control transfers over time during the fabrication process and is ready for delivery upon completion of electrical testing, but shipment is completed at the timing designated by the customer. The product is separately identified as belonging to the customer, the product is ready for shipment to the customer in its current form, and we do not have the ability to direct the product to a different customer. Upon completion of electrical testing, we have the right to invoice the customer, the customer obtains legal title, and the customer has the significant risks and rewards of ownership. In March 2022, we signed a new contract with a significant wafer services customer. Under the contract, orders are non-cancellable and we have an enforceable right to complete the order and to payment for any finished or in-process wafers plus a reasonable margin. Control of these wafers is deemed to transfer to the customer over time during the fabrication process, using the same measure of progress toward satisfying the promise to deliver the units to the customer. Consequently, the transaction price is recognized as revenue over time based on actual costs incurred in the fabrication process to date relative to total expected costs to produce all wafers beginning in March 2022. The contract terms and pricing is applicable to all in-process and future wafers. We recorded revenue of $13,330 during the year ended January 1, 2023 to account for recognition of wafer services activities in process. In 2022, for certain of our Wafer Services customers, we continue to not have an enforceable right to obtain payment for performance completed to date plus a reasonable margin should a customer cancel an incomplete contract for reasons other than a failure by us to perform as promised. For these customers, revenue from the sale of wafers is recognized at a point in time. Advanced Technology Services Our Advanced Technology Services result in the customer simultaneously receiving and consuming the benefits provided by our performance because the customer has contractual rights to obtain the engineering, design and development processes in progress and could complete the services on their own or through a third party. Thus, revenue is recognized over time as we perform. Revenue from the sale of Advanced Technology Services is generated from two types of contracts: 1) Time-and-materials contracts (“T&M”) - Under T&M contracts, revenue is recognized over time using the right to invoice practical expedient, as the invoiced amount reflects the value transferred to the customer for performance completed to date for which we have a right to payment. Invoices are generally issued monthly and payable within 30 days. 2) Fixed priced research and development contracts (“Fixed Price”) - For Fixed Price contracts, revenue is recognized over time as work progresses using either the input or output method based upon which method we believe represents the best indication of the overall progress toward satisfying our performance obligation. Over time revenue recognition using the output method relies on surveys of performance completed to date or contractual milestones if they correlate directly with the progress to satisfy our performance obligation. During the third quarter of 2022, we signed new contracts with a significant Advanced Technology Services customer that we are recording revenue based upon the input method using a cost-based measure of progress. Over time revenue recognition using the input method, is based on costs incurred to date on performance obligations compared to estimated total cost required to complete the performance obligation as of the reporting date. We measure progress on these performance obligations by comparing total costs incurred to-date to the total estimated costs for the performance obligation, and record that proportion of the total performance obligation transaction price as revenue in the period. Costs include labor, manufacturing costs, materials and other direct costs related to the customer contract. We generally expense incremental costs of obtaining a contract when the amortization period would be less than one year. We made an accounting policy election to exclude from the measurement of revenues any sales or similar taxes collected from customers. We also elected to include freight and handling costs in cost of revenue and treat shipping, after control transfers to the customer, as a fulfillment activity. In the normal course of business, we do not accept product returns unless the item is defective as manufactured. We generally warrant our products against defects for a period of one year and that product warranty is generally limited to a refund of the original purchase price of the product or a replacement. We do not offer an incremental service-type warranty on a standalone basis apart from providing assurance that the product will function as intended. Advertising Costs We expense advertising costs as they are incurred. Advertising expense for the years ended January 1, 2023, January 2, 2022, and January 3, 2021, totaled $12, $107, and $268, respectively. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include all costs incurred related to internal technology and process improvements and non-customer funded technology transfers. Licensed Technology We license technology and pay royalties based on the revenue of the related products sold by us. Royalties are expensed as incurred and included in cost of revenue in our consolidated statements of operations. Share-Based Compensation Compensation cost under our share-based compensation plans is measured at the grant date based on the fair value of the award, and is recognized as expense over the requisite service period. Forfeitures reduce compensation expense in the period they occur. We use the Black-Scholes option-pricing model to measure the grant-date-fair-value of awards. The Black-Scholes model requires certain assumptions to determine an award’s fair value, including expected term, risk-free interest rate, expected volatility, expected dividend yield and fair value of underlying unit of equity to which the award relates. Income Taxes We are taxed as a C corporation. Income taxes are accounted for under the liability method. Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. We recognize interest and penalties within interest expense and income tax expense, respectively, in our consolidated statement of operations. |
Revenue
Revenue | 12 Months Ended |
Jan. 01, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregate Revenue The following table discloses revenue by product type and the timing of recognition of revenue for transfer of goods and services to customers: Year Ended January 1, 2023 Topic 606 Revenue Point-in-Time Over Time Lease Revenue Total Revenue Wafer Services $ 20,212 $ 53,283 $ — $ 73,495 Advanced Technology Services T&M — 85,992 — 85,992 Fixed Price — 48,786 — 48,786 Other — — 4,668 4,668 Total Advanced Technology Services — 134,778 4,668 139,446 Total revenue $ 20,212 $ 188,061 $ 4,668 $ 212,941 Year Ended January 2, 2022 Topic 606 Revenue Point-in-Time Over Time Lease Revenue Total Revenue Wafer Services $ 51,157 $ — $ — $ 51,157 Advanced Technology Services T&M — 48,318 — 48,318 Fixed Price — 58,705 — 58,705 Other — — 4,668 4,668 Total Advanced Technology Services — 107,023 4,668 111,691 Total revenue $ 51,157 $ 107,023 $ 4,668 $ 162,848 Year Ended January 3, 2021 Topic 606 Revenue Point-in-Time Over Time Lease Revenue Revenue recognized from foundry services obligation Total Revenue Wafer Services $ 46,019 $ — $ — $ 399 $ 46,418 Advanced Technology Services T&M — 64,155 — — 64,155 Fixed Price — 29,476 — — 29,476 Other — — 389 — 389 Total Advanced Technology Services — 93,631 389 — 94,020 Total revenue $ 46,019 $ 93,631 $ 389 $ 399 $ 140,438 The following table discloses revenue by country as determined based on customer address: Year Ended January 1, 2023 January 2, 2022 January 3, 2021 United States $ 184,908 $ 141,106 $ 118,480 United Kingdom 7,147 9,226 7,559 Canada 4,135 6,216 9,138 All others 16,751 6,300 5,261 Total revenue $ 212,941 $ 162,848 $ 140,438 Deferred Contract Costs We recognize an asset for the incremental costs of obtaining a contract with a customer (i.e., deferred contract costs) when costs are considered recoverable and the duration of the contract is in excess of one year. We amortize such deferred costs as the related revenue is recognized. We recognized amortization of deferred contract costs in our consolidated statements of operations totaling $1,885, $1,512, and $462 for the years ended January 1, 2023, January 2, 2022, and January 3, 2021, respectively. In our consolidated balance sheets, the current portion of deferred contract costs is included in Prepaid assets and other current assets, while the non-current portion of deferred contract costs is included in Other assets. Contract Assets Contract assets represent the satisfaction of over time performance obligations in advance of when we have the ability to invoice the customer. Contract assets are included in Accounts receivable, net in our consolidated balance sheets as follows: Balance at January 3, 2021 $ 8,147 Transfers to accounts receivable, net (24,664) Increase due to revenue recognized in advance of customer billings 32,820 Balance at January 2, 2022 16,303 Transfers to accounts receivable, net (15,980) Increase due to revenue recognized in advance of customer billings 34,302 Balance at January 1, 2023 $ 34,625 Contract Liabilities Contract liabilities represent payments from customers for which performance obligations have not yet been satisfied. In some instances, cash may be received, or payment may be contractually due by a customer before the related revenue is recognized. The current and long-term portions of contract liabilities are included in Deferred revenue on our consolidated balance sheets. Prior Contract Related to Facility Expansion - During 2019, we signed a long-term contract that included funding for additional manufacturing capacity. Under the contract, the customer has a first right of refusal to future manufacturing capacity and product that is discounted over a period of approximately seven years, which represents a material right. Consideration allocated to the material right is being recognized when or as the option is exercised or expires, which is expected to occur over the estimated period in which the customer can exercise its option and benefit from purchasing discounted product. The customer, therefore, has a right to acquire a finite number of goods at a discount over the seven-year period and such right is either exercised or expires over that term. Our customer’s ability to exercise its option to acquire product at a discount began once the base contract element was completed in Q2 2022 and continues for a period of approximately seven years. BRIDG - In connection with the TED Agreement and CfN Lease as discussed in Note 2 – Basis of Presentation and Principles of Consolidation–Center for NeoVation , we executed the LOA pursuant to which we agreed to provide engineering and test wafer services as requested by BRIDG based on our standard hourly and activity-based rates, which we are accounting for as revenue over time as we perform. In addition, we agreed to provide BRIDG access to the cleanrooms in the facilities that are subject to the TED Agreement and the CfN Lease for an access fee of approximately $15,000, less facility expenses incurred by BRIDG of approximately $1,650. We are accounting for the access fee as a stand-ready obligation with revenue recognized ratably over 38 months, the life of BRIDG’s third-party contracts for which we are a subcontractor. The contract liabilities and other significant components of deferred revenue are as follows: January 1, 2023 January 2, 2022 Contract Deferred Total Contract Deferred Total Current $ 23,519 $ 4,667 $ 28,186 $ 16,141 $ 4,667 $ 20,808 Long-term 61,356 6,611 67,967 76,816 11,278 88,094 Total $ 84,875 $ 11,278 $ 96,153 $ 92,957 $ 15,945 $ 108,902 Significant changes in contract liabilities are as follows: Balance at January 3, 2021 $ 105,441 Revenue recognized included in the balance at the beginning of the year (22,933) Increase due to payments received, excluding amounts recognized as revenue during the year 10,449 Balance at January 2, 2022 92,957 Revenue recognized included in the balance at the beginning of the year (18,601) Increase due to payments received, excluding amounts recognized as revenue during the year 10,519 Balance at January 1, 2023 $ 84,875 Remaining Performance Obligations As of January 1, 2023, we had $150,665 of remaining performance obligations of one year or more that had not been recognized, which were primarily related to Advanced Technology Services contracts. We expect to recognize those revenues as we satisfy our performance obligations, which do not exceed the remaining 6.5 years. We do not disclose the value of remaining performance obligations for contracts with an original expected duration of one year or less. Further, we do not adjust the promised amount of consideration for the effects of a significant financing component if we expect, at contract inception, that the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Contract Estimates Pricing is established at or prior to the time of sale with our customers, and we record sales at the agreed-upon selling price. The terms of a contract and historical business practices can, but generally do not, give rise to variable consideration. We estimate variable consideration at the most likely amount we will receive from customers. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized for such transaction will not occur, or when the uncertainty associated with the variable consideration is resolved. In general, variable consideration in our contracts relates to the entire contract. As a result, the variable consideration is allocated proportionately to all performance obligations. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us at contract inception. There are no significant instances where variable consideration is constrained and not recorded at the initial time of sale. Contract Modifications When contracts are modified to account for changes in contract specifications and requirements, we consider whether the modification either creates new, or changes existing, enforceable rights and obligations. Contract modifications |
Balance Sheet Information
Balance Sheet Information | 12 Months Ended |
Jan. 01, 2023 | |
Balance Sheet Information [Abstract] | |
Balance Sheet Information | Balance Sheet Information Certain significant amounts included in our consolidated balance sheets consist of the following: January 1, 2023 January 2, 2022 Accounts receivable, net: Trade accounts receivable $ 29,683 $ 23,022 Unbilled revenue (contract assets) 34,625 16,303 Allowance for doubtful accounts (1,638) — Other receivables — 56 Total accounts receivable, net $ 62,670 $ 39,381 Allowance for doubtful accounts: Balance at January 2, 2022 (1) $ — Add Provision for doubtful accounts 1,638 Deduct Accounts charged-off — Less recoveries of accounts charged-off — Net accounts charge-offs (recoveries) — Balance at January 1, 2023 $ 1,638 (1) We did not record an Allowance for doubtful accounts prior to January 2, 2022. January 1, 2023 January 2, 2022 Inventories: Raw materials $ 3,991 $ 3,340 Work-in-process 359 7,339 Supplies and spare parts 9,047 6,821 Total inventories—current 13,397 17,500 Supplies and spare parts classified as other assets 2,605 2,388 Total inventories $ 16,002 $ 19,888 January 1, 2023 January 2, 2022 Prepaid expenses and other current assets: Prepaid expenses $ 2,395 $ 1,759 Deferred contract costs 2,097 1,579 Prepaid inventory 129 516 Equipment purchased for customers (1) 5,669 — Total prepaid assets and other current assets $ 10,290 $ 3,854 (1) We acquired equipment for a customer that is being installed and calibrated in our facility. Prior to the customer obtaining ownership and control of the equipment, we recorded costs incurred to date within prepaid expenses and other current assets. January 1, 2023 January 2, 2022 Property and equipment, net: Land $ 5,396 $ 5,396 Buildings and improvements 88,141 87,156 Machinery and equipment 187,276 143,105 Fixed assets not yet in service 9,746 29,229 Total property and equipment, at cost 290,559 264,886 Less: Accumulated depreciation (110,644) (84,411) Total property and equipment, net $ 179,915 $ 180,475 Depreciation expense was $26,353, $25,478, and $17,721, for the years ended January 1, 2023, January 2, 2022, and January 3, 2021, respectively. In December 2021, we completed an assessment of the useful lives of our machinery and equipment and adjusted the estimated useful life from seven years to ten years to better reflect the estimated periods during which the assets will remain in service. This change in accounting estimate was effective beginning in December of 2021 on a prospective basis for all machinery and equipment acquired after March 1, 2017, the date in which we became an independent company as part of a divestiture from Cypress. The effect of this change in estimate resulted in a $1,775 decrease in depreciation expense for the year ended January 1, 2023. Intangible assets consist of purchased software and license costs and a customer list from our acquisition of the business in 2017. Additionally, we have entered into license agreements for third-party software and licensed technology, which also comprise intangible assets. During the year ended January 1, 2023, we acquired third-party software and licensed technology of $3,462, which will be amortized over a weighted average estimated life of 9.3 years. Intangible assets are summarized as follows: January 1, 2023 January 2, 2022 Intangible assets, net: Customer list $ — $ 1,500 Software and licenses 10,277 6,625 Total intangible assets, at cost 10,277 8,125 Less: Accumulated amortization (4,669) (4,234) Total intangible assets, net $ 5,608 $ 3,891 For the years ended January 1, 2023, January 2, 2022, and January 3, 2021, amortization of the customer list intangible asset charged to operations was $0, $353, and $353, and amortization of software and licenses was $1,839, $1,537, and $792, respectively. Remaining estimated aggregate annual amortization expense for intangible assets is as follows for the years ending: Amortization 2023 1,644 2024 927 2025 744 2026 578 2027 306 Thereafter 1,409 Total $ 5,608 January 1, 2023 January 2, 2022 Other assets: Supplies and spare parts $ 2,605 $ 2,388 Deferred contract costs — 1,760 Operating lease right-of-use assets 141 — Other assets 944 687 Total other assets $ 3,690 $ 4,835 January 1, 2023 January 2, 2022 Accrued expenses: Accrued compensation $ 5,705 $ 4,557 Licensed technology 1,500 — Accrued commissions 30 189 Accrued fixed asset expenditures 20 861 Accrued royalties 4,734 1,854 Finance lease obligations 786 1,192 Accrued inventory 1,294 1,966 Other accrued expenses 11,143 6,864 Total accrued expenses $ 25,212 $ 17,483 January 1, 2023 January 2, 2022 Other long-term liabilities: Finance lease obligations $ 9,257 $ 1,200 Operating lease liability 100 — Accrued customer payable 3,728 3,150 Licensed technology 500 — Total other long-term liabilities $ 13,585 $ 4,350 |
Debt
Debt | 12 Months Ended |
Jan. 01, 2023 | |
Debt Disclosure [Abstract] | |
Debt | DebtThe components of debt outstanding are as follows: January 1, 2023 January 2, 2022 Revolver $ 60,093 $ 26,223 Financing (by VIE) 36,826 37,850 Tool financing loan 3,037 — Unamortized debt issuance costs (1) (7,103) (4,624) Total long-term debt, including current maturities 92,853 59,449 Less: Current portion of long-term debt (57,672) (1,021) Long-term debt, excluding current portion and unamortized debt issuance costs $ 35,181 $ 58,428 __________________ (1) Unamortized debt issuance costs as of January 1, 2023 included $4,277 for the Revolver (as defined below) and $2,826 for the Financing (as defined below). Unamortized debt issuance costs as of January 2, 2022 included $1,471 for the Revolver and $3,153 for the Financing (by VIE). Revolver On December 28, 2022, we entered into a Loan and Security Agreement (the “Loan Agreement”) with Siena Lending Group LLC ("Siena"). The Loan Agreement provides for a revolving line of credit of up to $100 million with scheduled maturity date of December 28, 2025 (the "Revolver"). The Company incurred $4,277 of debt issuance costs, which will be amortized as additional interest expense over the life of the Revolver. In connection with the entry into the Loan Agreement, the Company repaid $43,495 in outstanding indebtedness under and terminated our lending agreement with Wells Fargo, and recognized a $1,101 write-off of unamortized debt issuance costs. Borrowing under the Loan Agreement is limited by a borrowing base of specified advance rates applicable to billed accounts receivable, unbilled accounts receivable, inventory and equipment, subject to various conditions, limits and any availability block as provided in the Loan Agreement. The Loan Agreement also provides for borrowing base sublimits applicable to each of unbilled accounts receivable and equipment. Under certain circumstances, Siena may from time to time establish and revise reserves against the borrowing base and/or the maximum revolving facility amount. Borrowings under the Loan Agreement bear interest at a rate that depends upon the type of borrowing, whether a term secured overnight financing rate (SOFR) loan or base rate loan, plus the applicable margin. The term SOFR loan rate is a forward-looking term rate based on SOFR for a tenor of one month on the applicable day, subject to a minimum of 2.5% per annum. The base rate is the greatest of the prime rate, the Federal funds rate plus 0.5%, and 7% per annum. The applicable margin is an applicable percentage based on the fix charged coverage ratio that ranges from 6.25% to 5.25% per annum for term SOFR loans and ranges from 5.25% to 4.25% per annum for base rate loans. The Loan Agreement contains customary representations and warranties and financial and other covenants and conditions. Subject to certain cure rights, the Loan Agreement requires $10,000 in minimum EBITDA (as defined in the Loan Agreement) calculated as of the last day of each calendar month commencing April 30, 2023 for the preceding twelve calendar months, prohibits unfunded capital expenditures in excess of $15,000 calculated as of the last day of each calendar month commencing April 30, 2023 for the preceding twelve calendar months, and requires a minimum fixed charge coverage ratio, measured on a trailing 12 month basis, of not less than 1.00 to 1.00 if our liquidity is less than $15,000. In addition, the Loan Agreement places certain restrictions on our ability to incur additional indebtedness (other than permitted indebtedness), to create liens or other encumbrances (other than liens relating to permitted indebtedness), to sell or otherwise dispose of assets, to merge or consolidate with other entities, and to make certain restricted payments, including payments of dividends to our stockholders. We are also obligated to pay to Siena, for its own benefit, certain customary fees. Due to a lockbox clause in the Loan Agreement, the outstanding loan balance is required to be serviced with working capital, and the debt is classified as short-term on the consolidated balance sheet in accordance with ASC 470-10-45-5. Financing On September 30, 2020, the VIE which we consolidate (see Note 15 – Related Party Transactions , and Note 18 – Variable Interest Entity ) entered into a loan agreement with Citi Real Estate Fund for $39,000 (the “Financing”). The Financing is repayable in equal monthly installments of $194 over 10 years, with the balance payable at the maturity date of October 6, 2030. The interest rate under the Financing is fixed at 3.44%. The Financing is guaranteed by our principal stockholder, Oxbow, who is also the sole equity member of the VIE. The Financing includes a financial covenant that requires our VIE to maintain a debt service coverage ratio of at least 1.2 to 1.0. The debt service coverage ratio included in the loan agreement is defined as (A) underwritable cash flow to (B) the aggregate amount of debt service which would be due for the 12-month period immediately preceding the date of calculation. Underwritable cash flow is equal to the sum of gross rents we are paying to the VIE plus the trailing 12 months operating income, less the trailing 12 months operating expenses. The Financing also includes a financial covenant for CMI to maintain an EBITDAR ratio of at least 5.0 to 1.0. EBITDAR is the quotient (calculated based on a trailing 12-month basis) of (i) our annual earnings before interest, taxes, depreciation, amortization and restructuring or rent costs, divided by (ii) the amount of gross rents we pay. The loan agreement contains covenants, including restrictions on indebtedness, liens, mergers, investments, acquisitions, disposition of assets, and transactions with affiliates, and requirements to provide quarterly and annual financial information for us and our VIE and to maintain a manager for the property. Customary events of default (with customary grace periods, notice and cure periods and thresholds) include payment default, breach of representation in any material respect, breach of certain covenants, default to material indebtedness, bankruptcy, material judgments, and change in control. The Financing is secured by a security interest in the land and building which was the subject of the sale-leaseback transaction (see Note 15 – Related Party Transactions – Sale-Leaseback Transaction ). Our VIE incurred third-party transaction costs of $65, which are recognized as debt issuance costs and are amortizing as additional interest expense over the life of the Financing. We incurred additional third-party transaction costs of $3,487, which are recognized as debt issuance costs and are amortizing as additional interest expense over the life of the Financing. Tool Financing Loan On October 20, 2022, we entered into an agreement to sell a semiconductor manufacturing tool to an equipment financing lender for $3,100. We subsequently entered into an agreement to lease the tool from the lender for monthly payments of $87 over 42 months. The agreement provides for a bargain purchase option at the end of the lease term which we intend to exercise. Because control of the asset did not transfer to the lender, and due to our intent to exercise the bargain purchase option at the end of the lease term, we accounted for the transactions as a failed sale leaseback (a financing transaction). Under failed sale leaseback accounting, we are deemed the owner of the property with the proceeds received recorded as a financial obligation. Paycheck Protection Program On April 18, 2020, we received proceeds of $6,453 pursuant to a loan from TCF Bank under the Paycheck Protection Program (“PPP”). On June 10, 2021, the PPP loan was fully forgiven and $6,453 was recorded as other income in the consolidated statement of operations. Maturities The Revolver is due in December 2025. The Financing is repayable in equal monthly installments of $194 over 10 years, with the balance payable at the maturity date of October 6, 2030. Future principal payments as of January 1, 2023 for our Revolver and consolidated VIE’s Financing, excluding unamortized debt issuance costs, are as follows: 2023 61,948 2024 1,963 2025 2,088 2026 1,599 2027 1,219 Thereafter 31,139 Total $ 99,956 Liquidity and Cash Requirements Historically, we have addressed our liquidity needs (including funds required to make scheduled principal and interest payments, refinance debt and fund working capital, and planned capital expenditures) with operating cash flows, borrowings under credit facilities, and proceeds from the term loans. Our ability to execute our operating strategy is dependent on our ability to continue to access capital through our Revolver and other sources of financing and if we were unable to obtain financing on reasonable terms, this may impact our ability to execute our operating strategy. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 01, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe components of income tax expense (benefit) are as follows: Year Ended January 1, 2023 January 2, 2022 January 3, 2021 Current: Federal $ 562 $ 379 $ 1,499 State 3 (106) 1,033 Total current tax expense 565 273 2,532 Deferred: Federal 148 (6,794) 2,777 State 96 (269) (390) Total deferred tax expense (benefit) 244 (7,063) 2,387 Income tax expense (benefit) $ 809 $ (6,790) $ 4,919 A reconciliation between the income tax provision and the amount computed by applying the statutory federal tax rate of 21% to loss before income taxes is as follows: Year Ended January 1, 2023 January 2, 2022 January 3, 2021 Taxes at U.S. statutory tax rate $ (7,573) $ (11,381) $ (3,107) State income taxes, net of federal income tax benefit (1,689) (1,023) (297) Paycheck Protection Program loan forgiveness — (1,477) — Permanent differences 337 59 (97) Federal tax credits — (400) (281) Remeasurement of deferred tax assets and liabilities (1,469) — (58) Change in valuation allowance 10,035 8,210 1,609 Equity-based compensation 652 — (1,196) Non-deductible executive compensation 541 561 — Disallowed loss on sale-leaseback transaction — — 8,208 Non-controlling interest (746) (745) (190) Other 721 (594) 328 Income tax expense (benefit) $ 809 $ (6,790) $ 4,919 Effective income tax rate (2.2) % 12.5 % 33.2 % The effective tax rates for the years ended January 1, 2023 and January 2, 2022 differ from the statutory tax rates due to state income taxes, permanent tax differences, the tax impact of the vesting of restricted stock units 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 years ended January 1, 2023 and January 2, 2022 were (2.2)% and 12.5%, respectively. The effective income tax rate was lower than our statutory tax rate of 21% for the years ended January 1, 2023 and January 2, 2022 primarily due to a deferred tax asset valuation allowance. The significant components of deferred tax assets and liabilities are reflected in the following table: January 1, 2023 January 2, 2022 Deferred tax assets: Deferred compensation and accrued vacation $ 493 $ 966 Deferred revenue 21,969 22,368 Financing lease 8,621 7,682 Net operating loss and credit carryforwards 11,970 4,194 Inventory 9,414 5,176 Stock-based compensation 1,539 1,629 Research and development costs 2,068 — Interest expense limitation 1,846 4 Lease liability 2,213 — Other 645 542 Total deferred tax assets 60,778 42,561 Deferred tax liabilities: Property & equipment (41,652) (33,129) Prepaids and other (510) (608) Total deferred tax liabilities (42,162) (33,737) Net deferred tax asset 18,616 8,824 Valuation allowance (19,855) (9,819) Net deferred tax liability after valuation allowance $ (1,239) $ (995) 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 $19,855 and $9,819 was recorded as of January 1, 2023 and January 2, 2022, respectively to reduce our net deferred tax assets to the amount that is more likely than not to be realized. The Company had $11,970 and $3,794 of federal and state net operating loss carryforwards as of January 1, 2023 and January 2, 2022, respectively. Our federal net operating loss carryforwards do not expire. Federal net operating loss carryforwards are subject to limitation of 80% of taxable income in any given tax year beginning after December 31, 2020. Our state net operating loss carryforwards will expire over various periods through 2042 and most are not subject to the aforementioned limitation. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct experimentation expenditures immediately in the year incurred and requires taxpayers to amortize such expenditures over five years for tax purposes if incurred in the United States. This provision resulted in a new deferred tax asset of $2,068 as of January 1, 2023. However, there was no net impact to the balance sheet as the valuation allowance was increased to fully offset this new deferred tax asset. There was no impact to the statement of operations for this provision. On August 16, 2022, the U.S. Inflation Reduction Act of 2022 (the "IRA") was signed into U.S. law. The IRA includes various tax provisions, including a 1% excise tax on certain stock repurchases made by publicly traded U.S. corporations and a 15% corporate alternative minimum tax that applies to certain corporations with adjusted financial statement income in excess of $1.0 billion. The Company does not expect any material impacts from these provisions. We are not currently under examination by the Internal Revenue Service or in any state jurisdictions, but we may be subject to examination in these jurisdictions in the future. Our tax returns are open to examination for the years 2018 through 2022. We have analyzed our filing position with the Internal Revenue Service and all state tax jurisdictions where we file tax returns. We believe our income tax filing positions and deductions will be sustained on examination and do not anticipate any adjustments that will result in a material adverse effect on our financial condition, results of operations or cash flows. Pursuant to FASB authoritative guidance regarding accounting for tax uncertainties, no liability has been recorded for uncertain tax positions. As allowed under this guidance, we would accrue, if applicable, income tax related interest and penalties in income tax expense in our consolidated statements of operations. No interest and penalties were incurred during the years ended January 1, 2023 and January 2, 2022. |
Warrant Liability
Warrant Liability | 12 Months Ended |
Jan. 01, 2023 | |
Equity [Abstract] | |
Warrant Liability | Warrant Liability We issued a warrant on March 1, 2017 to the lender in connection with a prior term loan. The warrant entitled the holder to purchase Class A Preferred Units representing 10% of our outstanding units on the date of any exercise, with an exercise price of $0.01 per unit. The warrant was exercisable from the date of issuance through March 1, 2027. Upon full repayment of the Term Loan outstanding, the holder could tender the warrant and receive cash from us for the fair value of the warrant. Accordingly, we accounted for the fair value of the warrant as a liability, with the change in fair value during each reporting period being recognized under the caption Change in fair value of warrant liability in other income (expense) in our consolidated statements of operations. We valued the warrant by using 10% of the estimated total fair value of our equity using an option pricing model, deducting the total exercise price at $0.01 per unit, and then deducting a discount for lack of marketability. Our fair value was determined using (1) discounted projected future cash flows, using a weighted average cost of capital, and (2) our EBITDA multiple. During the year ended January 3, 2021, we recorded income of $780 in our consolidated statements of operations for the change in fair value of the warrant liability. On December 28, 2020, we repurchased the warrant for $14,000. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Jan. 01, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Classes of Equity Units Until our corporate conversion on April 14, 2021, we had three classes of limited liability interests, designated as Class A preferred units, Class B preferred units, and common units (collectively, the “Unit” or “Units”). There were 2,000,000 Class A preferred units authorized specifically for issuance upon exercise of warrants, of which none were issued and outstanding at January 3, 2021. There were 18,000,000 Class B preferred units authorized, of which 18,000,000 were issued and outstanding at January 3, 2021. There were 5,000,000 common units authorized, of which 3,057,344 were issued and 2,107,452 were outstanding as of January 3, 2021. Class A preferred units and common units were non-voting classes, and Class B preferred units are a voting class. Conversion On April 14, 2021, we completed a corporate conversion. Pursuant to the certificate of incorporation effected in connection with the corporate conversion, our authorized capital stock consists of 200,000,000 shares of voting common stock, par value $0.01 per share, and 80,000,000 shares of preferred stock, par value $0.01 per share. As of January 1, 2023, giving effect to the corporate conversion and our IPO, 43,704,876 shares of common stock were issued and outstanding. No shares of our preferred stock were outstanding. On April 21, 2021, our common stock began trading on the Nasdaq Stock Market under the symbol “SKYT”. Upon the corporate conversion, all Units were converted into an aggregate of 31,055,743 shares of our common stock. Each Class B preferred unit and common unit was converted into a number of shares of common stock determined by dividing (1) the amount that would have been distributed in respect of each such Unit in accordance with CMI Acquisition, LLC’s operating agreement if all assets of CMI Acquisition, LLC had been sold for a cash amount equal to the pre-offering value of CMI Acquisition, LLC, as such value is determined by CMI Acquisition, LLC’s board of managers based on the fair value of each share of common stock (net of any underwriting discounts, fees and expenses), by (2) such per share fair value. The amounts that would have been distributed for this purpose in respect of Class B preferred units and common units were determined by reference to the terms of CMI Acquisition, LLC’s operating agreement, with different values applicable to each series of Units. Before any distributions were made on common units, distributions were made on each Class B preferred unit in an amount equal to the sum of an 8% “preferred return” on the deemed original equity value of each such Class B preferred unit (accrued daily since the date of issuance of each such Class B preferred unit) plus the amount of such original equity value. Only after those distributions were made, the common units, together with the Class B preferred units, shared in the remainder of the distribution on a pro rata basis. For purposes of the corporate conversion, pre-offering “per share fair value” was determined taking into account an assumed initial public offering price of common stock. Accordingly, the outstanding Units were converted as follows: • holders of Class B preferred units received an aggregate of 27,995,400 shares of common stock; and • holders of common units received an aggregate of shares 3,060,343 of common stock. Initial Public Offering On April 23, 2021, we completed our initial public offering (“IPO”) and issued 8,004,000 shares of common stock, including the underwriter’s exercise of their right to purchase additional shares, at an initial offering price to the public of $14.00 per share. We received net proceeds from the IPO of approximately $100,162 after deducting underwriting discounts and commissions of $7,844 and offering costs of approximately $4,050. Common Units Repurchased In December 2020, key employees and two directors who were granted Common Unit options in 2017 and 2018 exercised their 3,052,672 options for an equivalent number of Common Units. In connection with the exercise of those options, we agreed to repurchase 949,892 Common Units at $4.28 per Common Unit, including 634,103 Common Units from our two directors. We recorded the cash paid for the repurchase of those Common Units amounting to $4,085 as a reduction to the Common Unit balance in our consolidated balance sheet as of January 3, 2021. Open Market Sale Agreement On September 2, 2022, the Company entered into an Open Market Sale Agreement with Jefferies LLC with respect to an at the market offering program under which the Company may, from time to time, offer and sell up to $100 million in shares of the Company’s common stock. From the date of the Open Market Sale Agreement through January 1, 2023, the Company sold 435,419 shares under the Open Market Sale Agreement at an average sale price of $9.28 per share, resulting in gross proceeds of approximately $4.0 million before deducting sales commissions and fees of approximately $0.6 million. The Company used the net proceeds of approximately $3.5 million to pay down its Revolver and fund its operations. As of January 1, 2023, approximately $96 million in shares were available for issuance under the Open Market Sale Agreement. Common Stock Offering On November 17, 2022, we completed a public offering (the “Offering”) and issued 1,916,667 shares of common stock, including the underwriter's exercise of its right to purchase additional shares, at a price per share of $9.00 to the public, less underwriting discounts and commissions. We received net proceeds of $16.1 million from the Offering, after deducting the underwriting discounts and commissions and offering expenses. We used the net proceeds from the Offering primarily for general corporate purposes, which included, among other things, funding of operations, repayment of indebtedness, additions to working capital and/or capital expenditures. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jan. 01, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation 2021 Equity Incentive Plan In connection with our IPO, we adopted the 2021 Equity Incentive Plan (the “2021 Equity Plan”). The 2021 Equity Plan became effective upon the consummation of the IPO and no further awards will be issued under the previous Employee Unit Option Plan. No awards remained outstanding from the Employee Unit Option Plan as of January 1, 2023 and at the corporate conversion date. Under the 2021 Equity Plan, 5,150,000 shares of common stock are available for issuance to eligible individuals in the form of options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, unrestricted stock, dividend equivalent rights, other equity-based awards and cash bonus awards. The share reserve of the 2021 Plan will be increased effective the first business day of each calendar year commencing in 2022 by an amount equal to the lesser of: (i) 150,000 shares of common stock; (ii) three percent (3%) of the shares of common stock outstanding on the final day of the immediately preceding calendar year; and (iii) such smaller number of shares of common stock as determined by the compensation committee. Stock Options On April 21, 2021, we granted 343,000 stock options which vest in full on the first anniversary of the grant date and expire 15 months from the grant date. During the year ended January 1, 2023, we also granted 641,000 stock options which vest ratably on each of the first, second, third, and fourth anniversaries of the grant date and expire ten years from the grant date. Share-based compensation expense related to stock option awards was $1,647, $1,348, and $488, for the years ended January 1, 2023, January 2, 2022, and January 3, 2021, respectively. Actual forfeitures are recognized as they occur. The fair value of each stock option is estimated on the date of grant using a Black-Scholes option-pricing model that uses assumptions noted in the following table. The risk-free interest rate used in the option valuation model was based on yields available on the grant dates for U.S. Treasury Strips with maturity consistent with the expected life assumption. The expected term of the option represents the period of time that options granted are expected to be outstanding and is based on the SEC Simplified Method (midpoint of average vesting time and contractual term). Expected volatility is based on an average of the historical, daily volatility of a peer group of similar companies over a period consistent with the expected life assumption ending on the grant date. We assumed no dividend yield in the valuation of the options granted as we have never declared or paid dividends on our common stock and currently intend to retain earnings for use in operations. Year Ended January 1, 2023 Year Ended January 2, 2022 Year Ended January 3, 2021 Expected volatility: 73.0% 46.0% 55.6% Expected term: 6.25 years 1.13 - 6.25 years 1.0 year Risk-free interest rate: 2.1% 0.09% - 1.38% 0.1% The following table summarizes our stock option activity during the twelve months ended January 1, 2023: Number of Stock Options Weighted Average Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value Balance outstanding as of January 2, 2022 986 $ 14.29 Granted 641 $ 11.38 Exercised (2) $ 14.00 Forfeited or canceled (515) $ 13.63 Balance outstanding as of January 1, 2023 1,110 $ 12.92 8.79 years $ — Balance vested and exercisable as of January 1, 2023 139 $ 14.44 8.33 years $ — The weighted average grant-date fair value of options granted in the years ended January 1, 2023, January 2, 2022, and January 3, 2021 was $5.50, $5.38, and $0.00 respectively. As of January 1, 2023, total unrecognized compensation cost related to stock options was $4,578 and is expected to be recognized over a weighted average period of approximately 2.83 years. Restricted Common Stock On November 1, 2020, we granted 4,672 restricted common units to two directors. Upon the corporate conversion, such restricted common units were converted into 6,788 shares of restricted common stock, which vested during the fourth quarter of fiscal 2021. Restricted Common Stock Units On April 21, 2021, we granted 441,000 restricted common stock units to eligible employees and directors which vest in full on the first anniversary of the grant date. During the year ended January 1, 2023, we also granted 458,000 restricted common stock units which vest ratably on each of the first, second and third anniversaries of the grant date. The common stock relating to these restricted common stock units is issued upon vesting. The grantee has no rights as a common stockholder until the common stock related to the restricted common stock units have been issued. On December 18, 2020, we granted restricted unit units to acquire up to 1,602,588 common units to certain key employees. Upon the corporate conversion, such restricted unit units were converted into 2,328,880 shares of restricted common stock units which continue to vest in equal amounts over a three-year period, but only in the event we complete an IPO of our stock or experience a change of control event. The common stock relating to these restricted common stock units is issued upon vesting. The grantee has no rights as a common stockholder until the common stock related to the restricted common stock units have been issued. With our IPO completed on April 23, 2021, these restricted common stock units began vesting in accordance with their other terms. Share-based compensation expense related to restricted common stock unit awards was $5,692, $10,000, and $0, for the years ended January 1, 2023, January 2, 2022, and January 3, 2021, respectively. Actual forfeitures are recognized as they occur. Total unrecognized compensation cost related to restricted common stock units was $5,160 and $3,987 as of January 1, 2023 and January 2, 2022, respectively, and is expected to be recognized over a weighted average period of approximately 1.40 years. The estimated fair value of restricted common stock units is based on the grant date closing price of our common stock for time-based vesting awards. The total fair value of restricted stock units vested during the years ended January 1, 2023, January 2, 2022, and January 3, 2021 was $6,749, $13,960, and $0 respectively. The following table summarizes our restricted common stock unit activity during the twelve months ended January 1, 2023: Number of Restricted Common Stock Units Weighted Average Grant Date Fair Value Per Share Balance outstanding as of January 2, 2022 1,745 $ 8.34 Granted 458 $ 10.03 Vested (1,026) $ 8.98 Forfeited or canceled (78) $ 15.04 Balance outstanding as of January 1, 2023 1,099 $ 7.99 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 519,000 shares of our common stock has been reserved for issuance under the 2021 ESPP. Under the 2021 ESPP, eligible employees may purchase our common stock through payroll deductions at a discount not to exceed 15% of the lower of the fair market values of our common stock as of the beginning or end of each offering period, which may range from 6 to 27 months. Payroll deductions are limited to 15% of the employee’s eligible compensation and a maximum of 2,500 shares of our common stock may be purchased by an employee each offering period. The initial six-month offering period commenced on September 1, 2021 and 188,000 shares were purchased under the 2021 ESPP during the year ended January 1, 2023. As of January 1, 2023, $983 was withheld on behalf of employees for future purchases under the 2021 ESPP and recorded as accrued compensation. Share-based compensation expense related to the 2021 ESPP was $877 for the year ended January 1, 2023. Actual forfeitures are recognized as they occur. As of January 1, 2023, total unrecognized compensation cost related to the 2021 ESPP was $176 and will be recognized on a straight-line basis over the six-month offering period. The fair value of the 2021 ESPP is estimated on the date of grant using a Black-Scholes option-pricing model that uses assumptions noted in the following table. The risk-free interest rate used in the option valuation model was based on yields available on the grant dates for U.S. Treasury Strips with maturity consistent with the expected life assumption. Expected volatility is based on an average of the historical, daily volatility of a peer group of similar companies over a period consistent with the expected life assumption ending on the grant date. We assumed no dividend yield in the valuation of the options granted as we have never declared or paid dividends on our common stock and currently intend to retain earnings for use in operations. Year Ended Year Ended Expected volatility: 73.0% 46.3% Expected term (in years): 0.50 0.50 Risk-free interest rate: 3.34% 0.06% Weighted average grant-date fair value per share $4.45 $8.87 Share-Based Compensation Expense Allocation Share-based compensation expense was allocated in the consolidated statements of operations as follows: Year Ended January 1, 2023 January 2, 2022 January 3, 2021 Cost of revenue $ 2,470 $ 2,550 $ — Research and development 575 1,148 — Selling, general and administrative expenses 5,171 7,979 488 $ 8,216 $ 11,677 $ 488 |
Benefit Plans
Benefit Plans | 12 Months Ended |
Jan. 01, 2023 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Benefit Plans 401(k) Plan We established a defined contribution plan which qualifies under Section 401(k) of the Code and covers employees who meet certain age and service requirements. Employee contributions are limited to the maximum amount allowed by the Code. We may make discretionary matching contributions or profit-sharing contributions. For the years ended January 1, 2023, January 2, 2022, and January 3, 2021, we made contributions of $1,531, $1,751, and $1,005, respectively. Long-Term Incentive Plan We adopted a long-term incentive plan (“LTIP”) in 2018 for certain key employees. Management determined the key employees who were eligible to participate in the program and the amounts to be awarded to each such employee. The employee vested in the deferred compensation 50 percent after three years of service and 100 percent after five years of service. Employees are 100 percent vested in the event of death, disability, retirement or change in control. Until January 2, 2021, the amounts awarded were adjusted by the percentage change in our annual appraised value. Effective January 3, 2021, the outstanding awards continued to vest but were no longer adjusted for the annual investment return. Effective April 2021, the Board of Directors terminated the LTIP. Under Internal Revenue Code Section 409(A) regulations, payouts could not occur within 12 months from the date of termination, but were required to be completed within 24 months of plan termination. Beginning in June 2022, the plan asset liquidation began with participants receiving a quarter of their account value in company stock in four equal payments beginning in June 2022, and ending in March 2023. Following the March 2023 distribution, the assets of the plan will be fully distributed to participants. The value of the LTIP award is recognized as expense over the requisite service period in our consolidated statements of operations. Total compensation expense related to the LTIP was $390, $855 and $2,152 for the years ended January 1, 2023, January 2, 2022, and January 3, 2021, respectively. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 01, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The FASB defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine fair value, we use a fair value hierarchy categorized into three levels based on inputs used. Generally, the three levels are as follows: • Level 1 – Quoted prices in active markets for identical assets or liabilities; • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 inputs are used in the valuation of our contingent consideration obligation. The change in level 3 assets measured at fair value on a recurring basis is summarized as follows: Contingent Warrant Liability Balance at December 29, 2019 $ 20,100 $ 14,780 Payments (11,294) (14,000) Change in fair value 2,094 (780) Balance at January 3, 2021 10,900 — Payments (7,374) — Change in fair value (2,710) — Balance at January 2, 2022 816 — Payments (816) — Change in fair value — — Balance at January 1, 2023 $ — $ — The change in fair value is reflected in our consolidated statements of operations. The fair value of our contingent consideration liability was determined using forecasted receipts of projected future revenues of Advanced Technology Services. The royalty was paid out quarterly through 2022. The forecasted future cash flows were discounted reflecting the risk in estimating future revenues. There are no future cash payments to be made as this liability was paid in full during 2022. The fair value of our warrant liability was developed using the approach discussed in Note 8 – Warrant Liability . The warrants were revalued at December 29, 2019 based on updated forecasts of our business, and changes in marketplace assumptions including the discount rate, and revenue and earnings multiples of guideline companies. On December 28, 2020, we repurchased the warrants for $14,000. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying values of accounts receivable, accounts payable, accrued liabilities, and other financial working capital items approximate fair values at January 1, 2023 and January 2, 2022 due to the short maturity of these items. The carrying values of our borrowings under our Revolver and Financing approximate their fair values due to the frequency of the floating interest rate resets on these borrowings. The fair value of the Revolver and Financing were determined based on inputs that are classified as Level 2 in the fair value hierarchy. Our non-financial assets such as property and equipment and intangible assets are recorded at fair value upon acquisition and are remeasured at fair value only if an impairment charge is recognized. As of January 1, 2023 and January 2, 2022, we did not have any assets or liabilities measured at fair value on a non-recurring basis. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 01, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Foundry Services Agreement Under the FSA which expired in June 2020, we were required to provide semiconductor wafers to our main customer over a 40-month period, beginning March 1, 2017, at contractual rates. As part of the FSA, the customer guaranteed certain levels of purchase orders for wafers. Revenue from this customer was $59,848 for the year ended January 1, 2023. Self Insurance We maintain a self-insurance program for our employees’ health care costs. We are liable for losses on claims up to $200 per individual and $7,353 in total for all individuals as of January 1, 2023. We maintain third party insurance coverage for any losses in excess of such amounts. Self-insurance costs are accrued based on claims reported as of the balance sheet date, as well as an estimated liability for claims incurred but not reported. The accrued liability for self-insurance costs of $736 and $447 as of January 1, 2023 and January 2, 2022, respectively, was recorded in accrued expenses in our consolidated balance sheets. Litigation From time to time, we are involved in legal proceedings and subject to claims arising in the ordinary course of our business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the resolution of these ordinary-course matters will not have a material adverse effect on our business, operating results, financial condition or cash flows. Even if any particular litigation is resolved in a manner that is favorable to our interests, such litigation can have a negative impact on us because of defense and settlement costs, diversion of management resources from our business and other factors. Capital Expenditures We have various contracts outstanding with third parties which primarily relate to semiconductor tool purchases and installation. We have approximately $4,836 of contractual commitments outstanding as of January 1, 2023 that we expect to be paid in 2023, through cash on hand and operating cash flows. Capital Lease Commitments The Company leases certain manufacturing equipment and an office space in Kissimmee, Florida under non-cancelable capital leases and includes these assets in property and equipment in the accompanying consolidated balance sheets. The capitalized cost of leased assets was $9,740 at January 1, 2023. Lease Commitments The Company leases warehouse space in Eagan, Minnesota with a lease term through December of 2025. As of January 1, 2023, the future minimum payments for this lease are $154. |
Major Customers and Concentrati
Major Customers and Concentration Risk | 12 Months Ended |
Jan. 01, 2023 | |
Risks and Uncertainties [Abstract] | |
Major Customers and Concentration Risk | Major Customers and Concentration Risk The following customers accounted for 10% or more of revenue for the years ended January 1, 2023, January 2, 2022 and January 3, 2021: Year Ended January 1, 2023 January 2, 2022 January 3, 2021 Customer A 20 % 24 % 14 % Customer B 28 % 25 % 29 % Customer C * * 16 % Customer E 11 % * * 59 % 49 % 59 % __________________ * Represents less than 10% of revenue. The loss of a major customer could adversely affect our operating results and financial condition. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 01, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Oxbow Industries, LLC (“Oxbow”), our principal stockholder, provided management and financial consulting services to us for an annual management fee not to exceed $700. We incurred management fees to Oxbow of $0, $215, and $640 for the years ended January 1, 2023, January 2, 2022, and January 3, 2021, respectively, which have been expensed and included in selling, general and administrative expenses in our consolidated statements of operations. A member of our board of directors provided legal and professional services to us. We incurred fees of $0, $117, and $239 for the years ended January 1, 2023, January 2, 2022, and January 3, 2021, respectively, which have been expensed and included in selling, general and administrative expenses in our consolidated statements of operations. Sale-Leaseback Transaction On September 29, 2020, we entered into an agreement to sell the land and building representing our primary operating location in Bloomington, Minnesota to an entity (“Oxbow Realty”) controlled by our principal stockholder for $39,000, less applicable third-party transaction costs of $1,494 and fees paid to Oxbow Realty of $1,950, representing expenses incurred to complete the sale, and to our principal owner of $1,950, representing fees to secure a guarantee of Oxbow Realty’s loan from a bank. We subsequently entered into an agreement to lease the land and building from Oxbow Realty for initial payments of $394 per month over 20 years. The monthly payments are subject to a 2% increase each year during the term of the lease. We are also required to make certain customary payments constituting “additional rent,” including certain monthly reserve, insurance and tax payments, in accordance with the terms of the lease agreement. Future minimum lease commitments to Oxbow Realty as of January 1, 2023 were as follows (such amounts are eliminated from our consolidated financial statements due to the consolidation of Oxbow Realty, see Note 18 – Variable Interest Entity ): 2023 4,932 2024 5,031 2025 5,132 2026 5,234 Thereafter 84,116 Total lease payments 104,445 Less: imputed interest (76,818) Total $ 27,627 |
Leases
Leases | 12 Months Ended |
Jan. 01, 2023 | |
Leases [Abstract] | |
Leases | Leases On January 3, 2022, we adopted ASU No. 2016-02, Leases , and all related amendments using the "Comparatives Under 840 Option" transition approach. Under this transition approach, comparative prior periods, including disclosures, were not restated. We elected the transition package of practical expedients which, among other things, allowed us to carry forward historical lease classification. We chose not to elect the hindsight practical expedient. The adoption of the standard did not have an impact on our consolidated statements of operations and there was no adjustment to our retained earnings. We do not expect the adoption of the new standard to have a material impact on our operating results on an ongoing basis. The most significant impact of the new leases standard was the recognition of right-of-use assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged. On January 3, 2022, the adoption of the new standard resulted in the recognition of a right-of-use asset lease liability $184 . We lease certain property and equipment, such as our headquarters in Minnesota, our office location in Florida and certain production equipment under finance leases. We also lease our manufacturing location in Florida and warehouse space in Minnesota under operating leases. We determine if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. On April 1, 2022, we commenced a finance lease for a new nitrogen generator. The lease has a term of 15 years for total fixed payments of approximately $14,000 . Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets are recognized at commencement date based on the present value of lease payments over the lease term. For leases that do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Some of our leases include options to extend the term, which is only included in the lease liability and right-of-use assets calculation when it is reasonably certain we will exercise that option. As of January 1, 2023, the operating lease liability and operating right-of-use assets did not include any lease extension options. We have lease agreements with lease and non-lease components and have elected to account for these as a single lease component only for equipment leases. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The components of lease expense are as follows: Year Ended Operating lease cost $ 52 Finance lease cost: Amortization of assets $ 1,834 Interest on lease liabilities $ 763 Variable lease cost $ — Total net lease cost $ 2,649 Short-term lease cost amounted to $279 for the year ended January 1, 2023. Supplemental cash flow information related to leases are as follows: Year Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 49 Operating cash flows used for finance leases $ 757 Financing cash flows used for finance leases $ 1,603 Right of use assets obtained in exchange for lease liabilities: Operating leases $ 184 Finance leases $ 9,126 The weighted average remaining lease term and weighted average discount rates related to leases are as follows: January 1, 2023 Weighted average remaining lease term: Operating leases 3.0 years Finance leases 13.7 years Weighted average discount rate: Operating leases 4.8% Finance leases 8.6% Supplemental balance sheet information related to leases is as follows: Leases Classification January 1, 2023 Assets Operating lease right-of-use assets Other assets $ 141 Finance lease right-of-use assets Property and equipment, net $ 9,740 Total lease right-of-use assets $ 9,881 Operating lease liabilities Current portion of operating lease liabilities Accrued expenses $ 44 Operating lease liabilities, excluding current portion Other long-term liabilities $ 100 Total operating lease liabilities $ 144 Finance lease liabilities Current portion of finance lease liabilities Accrued expenses $ 786 Finance lease liabilities, excluding current portion Other long-term liabilities $ 9,257 Total finance lease liabilities $ 10,043 Total lease liabilities $ 10,187 Future maturities of lease liabilities as of January 1, 2023 are as follows: Fiscal Year Operating Leases Finance Leases Total 2023 50 1,458 1,508 2024 52 1,234 1,286 2025 53 1,155 1,208 2026 — 1,157 1,157 2027 — 1,144 1,144 Thereafter — 10,943 10,943 Total lease payments 155 17,091 17,246 Less imputed interest (11) (7,048) (7,059) Total lease liabilities $ 144 $ 10,043 $ 10,187 In March 2020, we executed a contract with a customer that includes the right to use of a portion of our existing facility to produce wafers using the customer’s equipment. The contractual amount that relates to revenue from an operating lease was $21,000, and is being recognized over the estimated lease term of 4.5 years. The total amount was prepaid by the customer and recorded as deferred revenue. See Note 4 – Revenue |
Leases | Leases On January 3, 2022, we adopted ASU No. 2016-02, Leases , and all related amendments using the "Comparatives Under 840 Option" transition approach. Under this transition approach, comparative prior periods, including disclosures, were not restated. We elected the transition package of practical expedients which, among other things, allowed us to carry forward historical lease classification. We chose not to elect the hindsight practical expedient. The adoption of the standard did not have an impact on our consolidated statements of operations and there was no adjustment to our retained earnings. We do not expect the adoption of the new standard to have a material impact on our operating results on an ongoing basis. The most significant impact of the new leases standard was the recognition of right-of-use assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged. On January 3, 2022, the adoption of the new standard resulted in the recognition of a right-of-use asset lease liability $184 . We lease certain property and equipment, such as our headquarters in Minnesota, our office location in Florida and certain production equipment under finance leases. We also lease our manufacturing location in Florida and warehouse space in Minnesota under operating leases. We determine if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the balance sheet. On April 1, 2022, we commenced a finance lease for a new nitrogen generator. The lease has a term of 15 years for total fixed payments of approximately $14,000 . Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease right-of-use assets are recognized at commencement date based on the present value of lease payments over the lease term. For leases that do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Some of our leases include options to extend the term, which is only included in the lease liability and right-of-use assets calculation when it is reasonably certain we will exercise that option. As of January 1, 2023, the operating lease liability and operating right-of-use assets did not include any lease extension options. We have lease agreements with lease and non-lease components and have elected to account for these as a single lease component only for equipment leases. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The components of lease expense are as follows: Year Ended Operating lease cost $ 52 Finance lease cost: Amortization of assets $ 1,834 Interest on lease liabilities $ 763 Variable lease cost $ — Total net lease cost $ 2,649 Short-term lease cost amounted to $279 for the year ended January 1, 2023. Supplemental cash flow information related to leases are as follows: Year Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 49 Operating cash flows used for finance leases $ 757 Financing cash flows used for finance leases $ 1,603 Right of use assets obtained in exchange for lease liabilities: Operating leases $ 184 Finance leases $ 9,126 The weighted average remaining lease term and weighted average discount rates related to leases are as follows: January 1, 2023 Weighted average remaining lease term: Operating leases 3.0 years Finance leases 13.7 years Weighted average discount rate: Operating leases 4.8% Finance leases 8.6% Supplemental balance sheet information related to leases is as follows: Leases Classification January 1, 2023 Assets Operating lease right-of-use assets Other assets $ 141 Finance lease right-of-use assets Property and equipment, net $ 9,740 Total lease right-of-use assets $ 9,881 Operating lease liabilities Current portion of operating lease liabilities Accrued expenses $ 44 Operating lease liabilities, excluding current portion Other long-term liabilities $ 100 Total operating lease liabilities $ 144 Finance lease liabilities Current portion of finance lease liabilities Accrued expenses $ 786 Finance lease liabilities, excluding current portion Other long-term liabilities $ 9,257 Total finance lease liabilities $ 10,043 Total lease liabilities $ 10,187 Future maturities of lease liabilities as of January 1, 2023 are as follows: Fiscal Year Operating Leases Finance Leases Total 2023 50 1,458 1,508 2024 52 1,234 1,286 2025 53 1,155 1,208 2026 — 1,157 1,157 2027 — 1,144 1,144 Thereafter — 10,943 10,943 Total lease payments 155 17,091 17,246 Less imputed interest (11) (7,048) (7,059) Total lease liabilities $ 144 $ 10,043 $ 10,187 In March 2020, we executed a contract with a customer that includes the right to use of a portion of our existing facility to produce wafers using the customer’s equipment. The contractual amount that relates to revenue from an operating lease was $21,000, and is being recognized over the estimated lease term of 4.5 years. The total amount was prepaid by the customer and recorded as deferred revenue. See Note 4 – Revenue |
Inventory Write-down
Inventory Write-down | 12 Months Ended |
Jan. 01, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory Write-down | Inventory Write DownAlthough we manufacture against specific purchase orders, our customers may not be able to fulfill their contractual obligations. In fiscal 2020, we were contracted to manufacture temperature differential sensing wafers for a specific customer in a COVID-19 related business. The customer's financing for its COVID-19 related business was not obtained and the customer was unable to meet it contractual payment obligations. We have filed a claim against the customer for full payment. We explored alternative sales channels, such as partnering with a customer, to sell the inventory. However, our sales efforts have not progressed and it is not probable we will recover the value of the inventory. In fiscal 2021, we recorded a full inventory write-down of $13,442 to cost of revenue for this inventory due to uncertainty in the net realizable value and our ability to sell this inventory to other customers. The write-down of inventory manufactured for this specific customer is recorded separately in our consolidated statement of operations within cost of revenue. |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Jan. 01, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Variable Interest Entity | Variable Interest Entity Oxbow Realty was established for the purpose of holding real estate and facilitating real estate transactions. This included facilitating the purchase of our land and building with proceeds from a bank loan and managing the leaseback of the land and building to us. We determined that Oxbow Realty meets the definition of a VIE under Topic 810, Consolidation , because it lacks sufficient equity to finance its activities. We concluded that we are the primary beneficiary of Oxbow Realty as we have the power to direct operation and maintenance decisions during the lease term, which would most significantly affect the VIE’s economic performance. As the primary beneficiary, we consolidate the assets, liabilities and results of operations of Oxbow Realty, eliminate any transactions between us and Oxbow Realty, and record a non-controlling interest for the economic interest in Oxbow Realty not owned by us because the owners of our common stock do not legally have rights or obligations to those profits or losses. In addition, the assets of Oxbow Realty can only be used to settle its liabilities, and the creditors of Oxbow Realty do not have recourse to the general credit of SkyWater. The following table shows the carrying amounts of assets and liabilities of Oxbow Realty that are consolidated by us as of January 1, 2023 and January 2, 2022. The assets and liabilities are presented prior to consolidation, and thus a portion of these assets and liabilities are eliminated in consolidation. January 1, January 2, Cash and cash equivalents $ 16 $ 475 Prepaid expenses 860 192 Finance receivable 37,652 37,437 Other assets 256 200 Total assets $ 38,784 $ 38,304 Accounts payable $ 117 $ 1,232 Accrued expenses 1,581 479 Debt 36,778 37,793 Total liabilities $ 38,476 $ 39,504 The following table shows the revenue and expenses of Oxbow Realty that are consolidated by us for the years ended January 1, 2023 and January 2, 2022, and for the period from September 29, 2020 to January 3, 2021. We began consolidating Oxbow Realty on September 29, 2020. We have included these amounts, net of eliminations, in the corresponding tables in the notes to our consolidated financial statements. Year Ended January 1, 2023 Year Ended Year Ended Revenue $ 5,052 $ 5,018 $ 1,345 General and administrative expenses 1,016 382 213 Interest expense 1,314 1,343 229 Total expenses 2,330 1,725 442 Net income $ 2,722 $ 3,293 $ 903 |
Condensed Financial Information
Condensed Financial Information (Parent Company Only) | 12 Months Ended |
Jan. 01, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Financial Information (Parent Company Only) | Condensed Financial Information (Parent Company Only) Since the restricted net assets of SkyWater Technology, Inc.'s subsidiaries (formerly CMI Acquisition, LLC) exceed 25% of our consolidated net assets, the accompanying condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule 1 of Regulation S-X. This information should be read in conjunction with our consolidated financial statements. SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Balance Sheets January 1, 2023 January 2, 2022 (in thousands, except share and per share data) Assets Current assets: Cash and cash equivalents $ — $ — Income tax receivable 169 745 Total current assets 169 745 Due from subsidiaries 54,032 24,419 Investment in subsidiaries 53,669 61,127 Deferred income tax asset 1,616 404 Total assets $ 109,486 $ 86,695 Liabilities and Shareholders’ Equity Current liabilities: Short-term financing, net of unamortized debt issuance costs $ 55,817 $ — Current portion of long-term debt — — Income taxes payable — — Current portion of contingent consideration — 816 Total current liabilities 55,817 816 Long-term liabilities: Long-term debt, less current portion and unamortized debt issuance costs — 24,752 Contingent consideration, less current portion — — Total liabilities 55,817 25,568 Commitments and contingencies (Note 13) Shareholders’ equity: Preferred stock, $0.01 par value per share (80,000,000 and 80,000,000 shares authorized; zero issued and outstanding) — — Common stock, $0.01 par value per share (200,000,000 and 200,000,000 shares authorized; 43,704,876 and 39,836,038 shares issued and outstanding) 437 398 Additional paid-in capital 147,304 115,208 Accumulated deficit (94,072) (54,479) Total shareholders’ equity 53,669 61,127 Total liabilities and shareholders’ equity $ 109,486 $ 86,695 SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Statements of Operations Year Ended January 1, January 2, January 3, (in thousands, except per unit and per share data) Revenue $ — $ — $ — Operating expenses — — — Operating income — — — Other income (expense), net — — — Loss before income taxes and equity in net loss of subsidiaries — — — Income tax expense (benefit) — — — Equity in net loss of subsidiaries (39,593) (50,696) (20,617) Net loss $ (39,593) $ (50,696) $ (20,617) Net loss per share attributable to common shareholders, basic and diluted $ (0.97) $ (1.76) Net loss per unit attributable to Class B preferred unitholders, basic and diluted $ (1.15) Basis of Presentation SkyWater Technology, Inc. (the “Parent”) owns 100% of SkyWater Technology Foundry, SkyWater Federal and SkyWater Florida, our primary operating subsidiaries. The Parent was formed from the conversion of CMI Acquisition, LLC into a Delaware corporation on April 14, 2021 and became the ultimate parent of the subsidiaries previously owned by CMI Acquisition, LLC. The Parent is a holding company with no material operations of its own that conducts substantially all of its activities through its subsidiaries. No investment or non-controlling interest related to Oxbow Realty is shown in the parent company schedule, as subsidiaries and VIE’s are not consolidated, and the Parent does not have rights or obligations to these amounts. The Parent has no cash and, as a result, all expenses and obligations of the Parent are allocated to and paid by its subsidiaries. The Parent and SkyWater Technology Foundry are the borrowers under the Revolver discussed in Note 6 – Debt . However, SkyWater Technology Foundry is limited in its ability to declare dividends or make any payment on equity to, directly or indirectly, fund a dividend or other distribution to the Parent in connection with those borrowings. Dividends, redemptions and other payments on equity (restricted payments) are limited to (1) restricted payments to the loan parties, and (2) declaring and making dividend payments or other distributions payable solely in capital stock. Due to the aforementioned restrictions, substantially all of the net assets of the Parent’s subsidiaries are restricted. These condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the investment in subsidiaries is presented under the equity method of accounting. A condensed statement of cash flows was not presented because the Parent has no cash, and, therefore, no material operating, investing, or financing cash flow activities for the years ended January 1, 2023, January 2, 2022, or January 3, 2021. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As a result, these parent-only statements should be read in conjunction with the accompanying notes to these consolidated financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 01, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company has evaluated the impact of events that have occurred subsequent to January 1, 2023 through the date the consolidated financial statements were filed with the United States Securities and Exchange Commission. Based on this evaluation, the Company has determined none of these events were required to be recognized or disclosed in the consolidated financial statements and related notes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 01, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation Our consolidated financial statements include our assets, liabilities, revenues, and expenses, as well as the assets, liabilities, revenues, and expenses of subsidiaries in which we have a controlling financial interest, SkyWater Technology Foundry, Inc. (“SkyWater Technology Foundry”), SkyWater Federal, LLC (“SkyWater Federal”), SkyWater Florida, Inc. (“SkyWater Florida”) and variable interest entities (“VIE”) for which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated statements of operations, shareholders’ equity (deficit) and cash flows are for the years ended January 1, 2023, January 2, 2022 and January 3, 2021. Our fiscal year ends on the Sunday closest to the end of the calendar year. The years ended January 1, 2023 and January 2, 2022 each contained 52 weeks, and the year ended January 3, 2021 contained 53 weeks. |
Liquidity and Cash Requirements | Liquidity and Cash Requirements The accompanying Consolidated Financial Statements have been prepared on the basis of the realization of assets and the satisfaction of liabilities and commitments in the normal course of business and do not include any adjustments to the recoverability and classifications of recorded assets and liabilities as a result of uncertainties. For the years ended January 1, 2023, January 2, 2022, and January 3, 2021, we have incurred net losses of $(39,593), $(50,696) and $(20,617), respectively. As of January 1, 2023, we had cash and cash equivalents of $30,025. Our ability to execute our operating strategy is dependent on our ability to maintain liquidity and continue to access capital through our Revolver (as defined in Note 6 – Debt) and other sources of financing. Our current business plans indicate that we may require additional liquidity to continue our operations for the next 12 months from the issuance of the consolidated financial statements. We have identified specific actions we could take to reduce operating costs to improve cash flow, which include a reduction in spending and a delayed increase in certain personnel, and may require us to decrease our level of investment in new products and technologies, or discontinue further expansion of our business. The Company also obtained a support letter from Oxbow Industries, LLC ("Oxbow"), an affiliate of our principal stockholder, to provide funding in an amount up to $12,500, if necessary, to enable the Company to meet its obligations as they become due through at least one year beyond the issuance of these financial statements on March 14, 2023. Management believes that based upon its operational forecasts, cash and cash equivalents on hand, available borrowings on our Revolver, potential cost reduction measures, and the support letter from an affiliate of our principal stockholder, as needed, will provide sufficient liquidity to fund its operations for the next 12 months from the issuance of the consolidated financial statements. Additionally, we could raise additional capital through the ATM Program (as defined below) and seek additional equity or debt financing, including a refinancing and/or expansion of the Revolver, however we cannot provide any assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. The Company has based this estimate on assumptions that may prove to be wrong, and its operating plan may change as a result of many factors currently unknown to it. To the extent that our current resources and plans to reduce expenses are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. Our ability to do so depends on prevailing economic conditions and other factors, many of which are beyond our control. On September 2, 2022, the Company entered into an Open Market Sale Agreement with Jefferies LLC (the “Open Market Sale Agreement”) with respect to an at the market offering program (the "ATM Program") under which the Company may, from time to time, offer and sell up to $100 million in shares of the Company’s common stock. From the date of the Open Market Sale Agreement through January 1, 2023, the Company sold approximately 435,419 shares under the Open Market Sale Agreement at an average sale price of $9.28 per share, resulting in gross proceeds of approximately $4.0 million before deducting sales commissions and fees of approximately $0.6 million. The Company used the net proceeds of approximately $3.5 million to pay down its Revolver and fund its operations. See Note 9 – Shareholders’ Equity for additional information regarding the Open Market Sale Agreement. |
Use of Estimates | Use of Estimates The preparation of our consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management evaluates these estimates and judgments on an ongoing basis and bases its estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances. Actual results could differ from those estimates. |
COVID-19 | COVID-19In March 2020, the World Health Organization declared the novel coronavirus 2019 (“COVID-19”) outbreak a global pandemic. Because we have manufacturing operations, we may be vulnerable to an outbreak of a new coronavirus or other contagious diseases. Although we have not experienced a shutdown of our manufacturing facilities, the effects of such an outbreak could include the temporary shutdown of our operations or the operations of our customers, disruptions or restrictions on the ability to ship our products to our customers as well as disruptions that may affect our suppliers. Any disruption of our ability to manufacture or distribute our products, the ability of our suppliers to deliver key components on a timely basis, or our customers’ ability to order and take delivery of our products could have a material adverse effect on our revenue and operating results. |
Net Loss Per Share | Net Loss Per Share Prior to the Initial Public Offering ("IPO"), we calculated basic and diluted net loss per common share in conformity with the two-class method required for companies with participating securities. Our previously outstanding Class B preferred units met the criteria of a participating security as they contained the rights to an 8% “preferred return” on the deemed original equity value of each such Class B preferred unit (accrued daily since the date of issuance of each such Class B preferred unit). Under the two-class method, income or losses are allocated between the common shareholders and the Class B preferred unitholders. The two-class method includes an allocation formula that determines income or loss per unit for each class according to preferred dividends and undistributed earnings or losses for the period. Our reported net loss for the year ended January 2, 2022 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. As a result of our April 2021 corporate conversion and IPO, the number of common shares used to compute net loss per common share for the year ended January 2, 2022 was retrospectively adjusted to reflect the conversion akin to a split-like situation. Subsequent to the IPO, 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 period determined using the treasury-stock method. Because we reported a net loss for the years ended January 1, 2023 and January 2, 2022, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share because the potentially dilutive shares would have been anti-dilutive if included in the calculation. At January 1, 2023, January 2, 2022, and January 3, 2021, there were restricted stock units and stock options totaling 2,209,000, 2,731,000 and 2,329,000, respectively, excluded from the computation of diluted weighted-average shares outstanding because their inclusion would have been anti-dilutive. |
Center for NeoVation | Center for NeoVation Through our subsidiary, SkyWater Florida, we entered into several agreements on January 25, 2021 with the government of Osceola County, Florida (“Osceola”) and ICAMR, Inc., a Florida non-profit corporation (“BRIDG”), to operate the Center for NeoVation (“CfN”), a semiconductor research and development and manufacturing facility. These agreements included a technology and economic development agreement (the “TED Agreement”), a lease agreement (the “CfN Lease”) and a semiconductor line operation agreement (the “LOA”). Under the TED Agreement and the CfN Lease, we agreed to operate the CfN, including certain semiconductor manufacturing equipment, and an advanced water treatment facility currently owned by Osceola for a period of at least 23 years for a lease payment of $1.00 per year. During the period of the CfN Lease, we are responsible for taxes, utilities, insurance, maintenance and operation of those assets. We may terminate the TED Agreement and CfN Lease with 18 months’ notice. In the event we terminate the agreements, we would be required to continue to operate the center until we find a replacement operator or the 18 months expire and may be required to make a payment of up to $15,000 to Osceola. We are accounting for the CfN Lease as a lease. Given the nominal minimum lease payments required under the lease, the impact to our consolidated balance sheets was insignificant. As we perform under the agreements, expenses we incur and any revenue we are able to generate from the operations of CfN will be included in our consolidated statements of operations as they are incurred or earned. If we are able to reach and maintain full capacity in the CfN for a minimum period of 20 years, Osceola will convey the land, buildings and equipment to us for no consideration at the end of the CfN Lease. At such time that we believe the conveyance of the land, buildings and equipment is reasonably assured, we will record those assets on our consolidated balance sheet at fair value and record a corresponding deferred gain. We will subsequently depreciate the assets over their remaining economic life and recognize an equivalent amount of income from the amortization of the deferred gain. |
Operating Segment and Geographic Information | Operating Segment and Geographic Information Operating segments are identified as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. We view our operations and manage our business as one operating segment. See Note 4 – Revenue, for disclosure of revenue by country. All of our long-lived assets are located in the United States. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-2, Leases ("Topic 842"). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The standard is effective for public business entities for fiscal years beginning after December 15, 2018. As an emerging growth company, we adopted the new standard on January 3, 2022 for our year ending January 1, 2023. The adoption of Topic 842 did not have a material impact on our consolidated financial statements as disclosed in Note 16 – Leases . In June 2016, the FASB issued a new credit loss accounting standard, ASU 2016-13, Current Expected Credit Losses (“Topic 326”). This guidance replaces the current allowance for loan and lease loss accounting standard and focuses on estimation of expected losses over the life of the loans instead of relying on incurred losses. The standard is effective for certain public business entities for fiscal years beginning after December 15, 2019. As an emerging growth company, we adopted the new standard on January 2, 2023 for our year ending December 31, 2023. Upon adoption, the Company expects the increase of its Allowance for credit loss to be immaterial. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid debt instruments purchased with an original maturity of three months or less are considered to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed federally insured limits. We have not experienced any losses in our deposit accounts. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Management determines the need for an allowance for doubtful accounts by identifying troubled accounts. Accounts receivable are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. We recorded an allowance for doubtful accounts of $1,638 and $0.0 at January 1, 2023 and January 2, 2022, respectively. |
Inventories | Inventories Inventories consist of wafer raw materials, work in process, and supplies and spare parts. Cost is determined on the first-in, first-out basis. Raw materials are stated at weighted-average cost, while work in process inventory is stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. When net realizable value (which requires projecting future average selling prices, sales volumes, and costs to complete products in work in process inventories) is below cost, we record a charge to cost of goods sold to write down inventories to their estimated net realizable value in advance of when inventories are actually sold. Supplies and spare parts are measured at cost and expensed when utilized. Supplies and spare parts are classified as inventory if expected use is within one year. Supplies and spare parts not expected to be used within one year are classified as other assets in our consolidated balance sheets. As discussed in Note 17 – Inventory Write Down , the write-down of inventory which we were contracted to manufacture for a specific customer is recorded separately in our consolidated statement of operations within cost of revenue. All other write-downs of our inventory are recorded within the caption Cost of revenue. |
Deferred Offering Costs | Deferred Offering Costs Prior to the IPO, deferred offering costs were capitalized and consisted of fees incurred in connection with the anticipated sale of our common stock and included legal, accounting, printing, and other IPO-related costs. The balance of deferred offering costs included within prepaid assets and other current assets at January 3, 2021 was $2,183. Upon completion of the IPO, these deferred costs totaling $4,050 were reclassified to equity and recorded against the proceeds from the offering. |
Property and Equipment | Property and Equipment Property and equipment acquired in the normal course of business are initially recorded at cost. The costs of additions and betterments are capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When equipment is sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in our consolidated statements of operations. Depreciation has been computed using the straight-line method over the estimated useful lives of the assets which are generally seven |
Intangible Assets | Intangible Assets Intangible assets consist of purchased software and license costs from our acquisition of the business in 2017. Additionally, we have entered into license agreements for third-party software and licensed technology, which also comprise intangible assets. During the years ended January 1, 2023, January 2, 2022, and January 3, 2021, we acquired third-party software and licensed technology of $3,462, $1,416, and $4,076, respectively, which will be amortized over a weighted average estimated life of 9.3 years, 3 years, and 4.4 years, respectively. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We review our long-lived assets, including property and equipment and intangible assets, to determine potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability is measured by comparing the carrying amount of the asset group with the future undiscounted cash flows the assets are expected to generate. Due to our history of operating losses and uncertainty with forecasts, we utilized third-party appraisers to assess the estimated fair value of our long-lived asset group. If such assets |
Deferred Debt Issuance Costs | Deferred Debt Issuance Costs Deferred debt issuance costs consist of costs incurred in relation to obtaining our financing and revolving credit facility. These costs are amortized over the life of the related agreements using the effective interest method for our financing and the straight-line method for our revolving credit facilities. The amortization of these costs is included in interest expense. The unamortized debt issuance costs and debt discount are presented as a direct reduction from the outstanding borrowings in our consolidated balance sheet. Unamortized deferred debt issuance costs and debt discount at the time of an extinguishment of debt are charged to interest expense, as are third party costs of a modification. |
Contingent Consideration | Contingent Consideration In connection with our acquisition of the business from Cypress, the purchase price of the acquisition was allocated to assets acquired and liabilities assumed and did not result in any goodwill being recorded. We recorded a contingent consideration liability of $24,900 for the future estimated earn-out/royalties owed on Advanced Technology Services revenues, at fair value as of the acquisition date in March 2017. For each reporting period thereafter, we revalued future estimated earn-out payments and recorded the changes in fair value of the liability in our consolidated statements of operations. The contingent consideration represented a declining percentage of revenue generated by the sale of Advanced Technology Services through 2022, and were paid quarterly. Contingent consideration of $816, $7,374, and $11,294 was paid during the years ended January 1, 2023, January 2, 2022, and January 3, 2021, respectively. During the years ended January 2, 2022 and January 3, 2021, we recorded contingent consideration expense (benefit) of $(2,710) and $2,094 to reflect the change in fair value of the contingent consideration obligation in our consolidated statements of operations. There was no royalty expense recorded in the year ended January 1, 2023, as the last remaining amounts owed to Cypress related to contingent consideration were paid in fiscal 2022. |
Foundry Services Obligation | Foundry Services Obligation The foundry services agreement (“FSA”) obligation relates to a take-or-pay supply contract for us to provide semiconductor wafers to our main customer for a period of 40 months starting March 1, 2017, the date we acquired the business from Cypress. The contract obligation results from fixed pricing in the supply contract and a deferred volume discount that were determined to be out of market. The fair value of the FSA was estimated to be an obligation of $26,200, as of March 1, 2017, using the income approach and is not subsequently remeasured. The volume discount portion of the liability is recognized as revenue to offset the volume discounts made by us, while the fixed priced portion of the liability is amortized to revenue monthly using the straight-line method. The FSA obligation ended in June 2020. |
Variable Interest Entities | Variable Interest Entities We evaluate whether an entity is a VIE based on the sufficiency of the entity’s equity at risk and by determining whether the equity holders have the characteristics of a controlling financial interest. To determine if we are the primary beneficiary of a VIE, we assess whether we have the power to direct the activities that most significantly impact the economic performance of the entity as well as the obligation to absorb losses or the right to receive benefits that may be significant to the entity. These determinations are both qualitative and quantitative, and they require us to make judgments and assumptions about the entity’s forecasted financial performance and the volatility inherent in those forecasted results. We regularly review all existing entities for events that may result in an entity becoming a VIE or us becoming the primary beneficiary of an existing VIE. See Note 18 – Variable Interest Entity. Non-controlling interests reported in shareholders’ equity on the consolidated balance sheets represent the ownership interests in the consolidated VIE held by entities or persons other than CMI. |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. To recognize revenues, we apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenues when or as we satisfy a performance obligation. We account for a contract when it has approval and commitment from all parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. At contract inception, we apply judgment in determining the customer’s ability and intention to pay amounts entitled to us when due based on a variety of factors including the customer’s historical payment experience. See below and Note 4 – Revenue , for further discussion of our revenue characteristics. Performance Obligations We primarily derive revenue from two sources: the sale of wafers (Wafer Services) and the sale of non-recurring engineering services (Advanced Technology Services). Wafer Services Wafers are goods that are generally customer specific, highly customized and have no alternative use to us. Prior to March 2022, we did not have an enforceable right to obtain payment for performance completed to date plus a reasonable margin should a customer cancel an incomplete contract for reasons other than a failure by us to perform as promised. Accordingly, revenue from the sale of wafers was recognized at a point in time when control of the goods is transferred to the customer, which occurred upon shipment or receipt by the customer, depending on the contract terms. For a significant wafer services customer, due to a change in contract terms, we began recognizing revenue under a bill and hold arrangement in fiscal 2021, whereby the customer requested and agreed to purchase product to be delivered at a later date. Under this arrangement, control transfers over time during the fabrication process and is ready for delivery upon completion of electrical testing, but shipment is completed at the timing designated by the customer. The product is separately identified as belonging to the customer, the product is ready for shipment to the customer in its current form, and we do not have the ability to direct the product to a different customer. Upon completion of electrical testing, we have the right to invoice the customer, the customer obtains legal title, and the customer has the significant risks and rewards of ownership. In March 2022, we signed a new contract with a significant wafer services customer. Under the contract, orders are non-cancellable and we have an enforceable right to complete the order and to payment for any finished or in-process wafers plus a reasonable margin. Control of these wafers is deemed to transfer to the customer over time during the fabrication process, using the same measure of progress toward satisfying the promise to deliver the units to the customer. Consequently, the transaction price is recognized as revenue over time based on actual costs incurred in the fabrication process to date relative to total expected costs to produce all wafers beginning in March 2022. The contract terms and pricing is applicable to all in-process and future wafers. We recorded revenue of $13,330 during the year ended January 1, 2023 to account for recognition of wafer services activities in process. In 2022, for certain of our Wafer Services customers, we continue to not have an enforceable right to obtain payment for performance completed to date plus a reasonable margin should a customer cancel an incomplete contract for reasons other than a failure by us to perform as promised. For these customers, revenue from the sale of wafers is recognized at a point in time. Advanced Technology Services Our Advanced Technology Services result in the customer simultaneously receiving and consuming the benefits provided by our performance because the customer has contractual rights to obtain the engineering, design and development processes in progress and could complete the services on their own or through a third party. Thus, revenue is recognized over time as we perform. Revenue from the sale of Advanced Technology Services is generated from two types of contracts: 1) Time-and-materials contracts (“T&M”) - Under T&M contracts, revenue is recognized over time using the right to invoice practical expedient, as the invoiced amount reflects the value transferred to the customer for performance completed to date for which we have a right to payment. Invoices are generally issued monthly and payable within 30 days. 2) Fixed priced research and development contracts (“Fixed Price”) - For Fixed Price contracts, revenue is recognized over time as work progresses using either the input or output method based upon which method we believe represents the best indication of the overall progress toward satisfying our performance obligation. Over time revenue recognition using the output method relies on surveys of performance completed to date or contractual milestones if they correlate directly with the progress to satisfy our performance obligation. During the third quarter of 2022, we signed new contracts with a significant Advanced Technology Services customer that we are recording revenue based upon the input method using a cost-based measure of progress. Over time revenue recognition using the input method, is based on costs incurred to date on performance obligations compared to estimated total cost required to complete the performance obligation as of the reporting date. We measure progress on these performance obligations by comparing total costs incurred to-date to the total estimated costs for the performance obligation, and record that proportion of the total performance obligation transaction price as revenue in the period. Costs include labor, manufacturing costs, materials and other direct costs related to the customer contract. We generally expense incremental costs of obtaining a contract when the amortization period would be less than one year. We made an accounting policy election to exclude from the measurement of revenues any sales or similar taxes collected from customers. We also elected to include freight and handling costs in cost of revenue and treat shipping, after control transfers to the customer, as a fulfillment activity. |
Advertising Costs | Advertising CostsWe expense advertising costs as they are incurred. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include all costs incurred related to internal technology and process improvements and non-customer funded technology transfers. |
Licensed Technology | Licensed Technology We license technology and pay royalties based on the revenue of the related products sold by us. Royalties are expensed as incurred and included in cost of revenue in our consolidated statements of operations. |
Share-Based Compensation | Share-Based Compensation Compensation cost under our share-based compensation plans is measured at the grant date based on the fair value of the award, and is recognized as expense over the requisite service period. Forfeitures reduce compensation expense in the period they occur. We use the Black-Scholes option-pricing model to measure the grant-date-fair-value of awards. The Black-Scholes model requires certain assumptions to determine an award’s fair value, including expected term, risk-free interest rate, expected volatility, expected dividend yield and fair value of underlying unit of equity to which the award relates. |
Income Taxes | Income Taxes We are taxed as a C corporation. Income taxes are accounted for under the liability method. Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. We recognize interest and penalties within interest expense and income tax expense, respectively, in our consolidated statement of operations. |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation (Tables) | 12 Months Ended |
Jan. 01, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Common Share | The following table sets forth the computation of basic and diluted net loss per common share for the years ended January 1, 2023, January 2, 2022 and the computation of basic and diluted net loss per unit attributable to Class B preferred unitholders for the year ended January 3, 2021: Year Ended Year Ended Year Ended January 3, 2021 (in thousands, except per share data) Numerator: Net loss attributable to SkyWater Technology, Inc. $ (39,593) $ (50,696) $ (20,617) Undistributed preferred return to Class B preferred unitholders — (398) — Net loss attributable to common shareholders $ (39,593) $ (51,094) $ (20,617) Denominator: Weighted-average common shares outstanding, basic and diluted (1) 40,835 29,038 — Weighted-average Class B preferred units outstanding, basic and diluted — — 18,000 Net loss per common share, basic and diluted $ (0.97) $ (1.76) $ (1.15) (1) The weighted-average common shares outstanding for the year ended January 2, 2022 reflects the retrospective adjustment for the April 14, 2021 corporate conversion of 2,105,936 common units into 3,060,343 shares of common stock. The April 14, 2021 corporate conversion of 18,000,000 Class B preferred units into 27,995,400 shares of common stock is reflected prospectively on the date of conversion for the year ended January 2, 2022. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Jan. 01, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table discloses revenue by product type and the timing of recognition of revenue for transfer of goods and services to customers: Year Ended January 1, 2023 Topic 606 Revenue Point-in-Time Over Time Lease Revenue Total Revenue Wafer Services $ 20,212 $ 53,283 $ — $ 73,495 Advanced Technology Services T&M — 85,992 — 85,992 Fixed Price — 48,786 — 48,786 Other — — 4,668 4,668 Total Advanced Technology Services — 134,778 4,668 139,446 Total revenue $ 20,212 $ 188,061 $ 4,668 $ 212,941 Year Ended January 2, 2022 Topic 606 Revenue Point-in-Time Over Time Lease Revenue Total Revenue Wafer Services $ 51,157 $ — $ — $ 51,157 Advanced Technology Services T&M — 48,318 — 48,318 Fixed Price — 58,705 — 58,705 Other — — 4,668 4,668 Total Advanced Technology Services — 107,023 4,668 111,691 Total revenue $ 51,157 $ 107,023 $ 4,668 $ 162,848 Year Ended January 3, 2021 Topic 606 Revenue Point-in-Time Over Time Lease Revenue Revenue recognized from foundry services obligation Total Revenue Wafer Services $ 46,019 $ — $ — $ 399 $ 46,418 Advanced Technology Services T&M — 64,155 — — 64,155 Fixed Price — 29,476 — — 29,476 Other — — 389 — 389 Total Advanced Technology Services — 93,631 389 — 94,020 Total revenue $ 46,019 $ 93,631 $ 389 $ 399 $ 140,438 |
Schedule of Revenue by Country | The following table discloses revenue by country as determined based on customer address: Year Ended January 1, 2023 January 2, 2022 January 3, 2021 United States $ 184,908 $ 141,106 $ 118,480 United Kingdom 7,147 9,226 7,559 Canada 4,135 6,216 9,138 All others 16,751 6,300 5,261 Total revenue $ 212,941 $ 162,848 $ 140,438 |
Schedule of Contract Assets and Liabilities | Contract assets represent the satisfaction of over time performance obligations in advance of when we have the ability to invoice the customer. Contract assets are included in Accounts receivable, net in our consolidated balance sheets as follows: Balance at January 3, 2021 $ 8,147 Transfers to accounts receivable, net (24,664) Increase due to revenue recognized in advance of customer billings 32,820 Balance at January 2, 2022 16,303 Transfers to accounts receivable, net (15,980) Increase due to revenue recognized in advance of customer billings 34,302 Balance at January 1, 2023 $ 34,625 The contract liabilities and other significant components of deferred revenue are as follows: January 1, 2023 January 2, 2022 Contract Deferred Total Contract Deferred Total Current $ 23,519 $ 4,667 $ 28,186 $ 16,141 $ 4,667 $ 20,808 Long-term 61,356 6,611 67,967 76,816 11,278 88,094 Total $ 84,875 $ 11,278 $ 96,153 $ 92,957 $ 15,945 $ 108,902 Significant changes in contract liabilities are as follows: Balance at January 3, 2021 $ 105,441 Revenue recognized included in the balance at the beginning of the year (22,933) Increase due to payments received, excluding amounts recognized as revenue during the year 10,449 Balance at January 2, 2022 92,957 Revenue recognized included in the balance at the beginning of the year (18,601) Increase due to payments received, excluding amounts recognized as revenue during the year 10,519 Balance at January 1, 2023 $ 84,875 |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 12 Months Ended |
Jan. 01, 2023 | |
Balance Sheet Information [Abstract] | |
Schedule of Accounts Receivable, Net | Certain significant amounts included in our consolidated balance sheets consist of the following: January 1, 2023 January 2, 2022 Accounts receivable, net: Trade accounts receivable $ 29,683 $ 23,022 Unbilled revenue (contract assets) 34,625 16,303 Allowance for doubtful accounts (1,638) — Other receivables — 56 Total accounts receivable, net $ 62,670 $ 39,381 |
Accounts Receivable, Allowance for Credit Loss | Allowance for doubtful accounts: Balance at January 2, 2022 (1) $ — Add Provision for doubtful accounts 1,638 Deduct Accounts charged-off — Less recoveries of accounts charged-off — Net accounts charge-offs (recoveries) — Balance at January 1, 2023 $ 1,638 |
Schedule of Inventories | January 1, 2023 January 2, 2022 Inventories: Raw materials $ 3,991 $ 3,340 Work-in-process 359 7,339 Supplies and spare parts 9,047 6,821 Total inventories—current 13,397 17,500 Supplies and spare parts classified as other assets 2,605 2,388 Total inventories $ 16,002 $ 19,888 |
Schedule of Prepaid Expenses and Other Current Assets | January 1, 2023 January 2, 2022 Prepaid expenses and other current assets: Prepaid expenses $ 2,395 $ 1,759 Deferred contract costs 2,097 1,579 Prepaid inventory 129 516 Equipment purchased for customers (1) 5,669 — Total prepaid assets and other current assets $ 10,290 $ 3,854 (1) We acquired equipment for a customer that is being installed and calibrated in our facility. Prior to the customer obtaining ownership and control of the equipment, we recorded costs incurred to date within prepaid expenses and other current assets. |
Schedule of Property and Equipment, Net | January 1, 2023 January 2, 2022 Property and equipment, net: Land $ 5,396 $ 5,396 Buildings and improvements 88,141 87,156 Machinery and equipment 187,276 143,105 Fixed assets not yet in service 9,746 29,229 Total property and equipment, at cost 290,559 264,886 Less: Accumulated depreciation (110,644) (84,411) Total property and equipment, net $ 179,915 $ 180,475 |
Schedule of Intangible Assets | January 1, 2023 January 2, 2022 Intangible assets, net: Customer list $ — $ 1,500 Software and licenses 10,277 6,625 Total intangible assets, at cost 10,277 8,125 Less: Accumulated amortization (4,669) (4,234) Total intangible assets, net $ 5,608 $ 3,891 |
Schedule of Remaining Estimated Aggregate Annual Amortization Expense | Remaining estimated aggregate annual amortization expense for intangible assets is as follows for the years ending: Amortization 2023 1,644 2024 927 2025 744 2026 578 2027 306 Thereafter 1,409 Total $ 5,608 |
Schedule of Other Assets | January 1, 2023 January 2, 2022 Other assets: Supplies and spare parts $ 2,605 $ 2,388 Deferred contract costs — 1,760 Operating lease right-of-use assets 141 — Other assets 944 687 Total other assets $ 3,690 $ 4,835 |
Schedule of Accrued Expenses | January 1, 2023 January 2, 2022 Accrued expenses: Accrued compensation $ 5,705 $ 4,557 Licensed technology 1,500 — Accrued commissions 30 189 Accrued fixed asset expenditures 20 861 Accrued royalties 4,734 1,854 Finance lease obligations 786 1,192 Accrued inventory 1,294 1,966 Other accrued expenses 11,143 6,864 Total accrued expenses $ 25,212 $ 17,483 |
Schedule of Other Long-term Liabilities | January 1, 2023 January 2, 2022 Other long-term liabilities: Finance lease obligations $ 9,257 $ 1,200 Operating lease liability 100 — Accrued customer payable 3,728 3,150 Licensed technology 500 — Total other long-term liabilities $ 13,585 $ 4,350 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jan. 01, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | The components of debt outstanding are as follows: January 1, 2023 January 2, 2022 Revolver $ 60,093 $ 26,223 Financing (by VIE) 36,826 37,850 Tool financing loan 3,037 — Unamortized debt issuance costs (1) (7,103) (4,624) Total long-term debt, including current maturities 92,853 59,449 Less: Current portion of long-term debt (57,672) (1,021) Long-term debt, excluding current portion and unamortized debt issuance costs $ 35,181 $ 58,428 __________________ (1) Unamortized debt issuance costs as of January 1, 2023 included $4,277 for the Revolver (as defined below) and $2,826 for the Financing (as defined below). Unamortized debt issuance costs as of January 2, 2022 included $1,471 for the Revolver and $3,153 for the Financing (by VIE). |
Summary of Future Principal Payments | Future principal payments as of January 1, 2023 for our Revolver and consolidated VIE’s Financing, excluding unamortized debt issuance costs, are as follows: 2023 61,948 2024 1,963 2025 2,088 2026 1,599 2027 1,219 Thereafter 31,139 Total $ 99,956 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 01, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows: Year Ended January 1, 2023 January 2, 2022 January 3, 2021 Current: Federal $ 562 $ 379 $ 1,499 State 3 (106) 1,033 Total current tax expense 565 273 2,532 Deferred: Federal 148 (6,794) 2,777 State 96 (269) (390) Total deferred tax expense (benefit) 244 (7,063) 2,387 Income tax expense (benefit) $ 809 $ (6,790) $ 4,919 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the income tax provision and the amount computed by applying the statutory federal tax rate of 21% to loss before income taxes is as follows: Year Ended January 1, 2023 January 2, 2022 January 3, 2021 Taxes at U.S. statutory tax rate $ (7,573) $ (11,381) $ (3,107) State income taxes, net of federal income tax benefit (1,689) (1,023) (297) Paycheck Protection Program loan forgiveness — (1,477) — Permanent differences 337 59 (97) Federal tax credits — (400) (281) Remeasurement of deferred tax assets and liabilities (1,469) — (58) Change in valuation allowance 10,035 8,210 1,609 Equity-based compensation 652 — (1,196) Non-deductible executive compensation 541 561 — Disallowed loss on sale-leaseback transaction — — 8,208 Non-controlling interest (746) (745) (190) Other 721 (594) 328 Income tax expense (benefit) $ 809 $ (6,790) $ 4,919 Effective income tax rate (2.2) % 12.5 % 33.2 % |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred tax assets and liabilities are reflected in the following table: January 1, 2023 January 2, 2022 Deferred tax assets: Deferred compensation and accrued vacation $ 493 $ 966 Deferred revenue 21,969 22,368 Financing lease 8,621 7,682 Net operating loss and credit carryforwards 11,970 4,194 Inventory 9,414 5,176 Stock-based compensation 1,539 1,629 Research and development costs 2,068 — Interest expense limitation 1,846 4 Lease liability 2,213 — Other 645 542 Total deferred tax assets 60,778 42,561 Deferred tax liabilities: Property & equipment (41,652) (33,129) Prepaids and other (510) (608) Total deferred tax liabilities (42,162) (33,737) Net deferred tax asset 18,616 8,824 Valuation allowance (19,855) (9,819) Net deferred tax liability after valuation allowance $ (1,239) $ (995) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jan. 01, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Black-Scholes Option Pricing Model Assumptions | The fair value of each stock option is estimated on the date of grant using a Black-Scholes option-pricing model that uses assumptions noted in the following table. The risk-free interest rate used in the option valuation model was based on yields available on the grant dates for U.S. Treasury Strips with maturity consistent with the expected life assumption. The expected term of the option represents the period of time that options granted are expected to be outstanding and is based on the SEC Simplified Method (midpoint of average vesting time and contractual term). Expected volatility is based on an average of the historical, daily volatility of a peer group of similar companies over a period consistent with the expected life assumption ending on the grant date. We assumed no dividend yield in the valuation of the options granted as we have never declared or paid dividends on our common stock and currently intend to retain earnings for use in operations. Year Ended January 1, 2023 Year Ended January 2, 2022 Year Ended January 3, 2021 Expected volatility: 73.0% 46.0% 55.6% Expected term: 6.25 years 1.13 - 6.25 years 1.0 year Risk-free interest rate: 2.1% 0.09% - 1.38% 0.1% |
Schedule of Stock Option Activity | The following table summarizes our stock option activity during the twelve months ended January 1, 2023: Number of Stock Options Weighted Average Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value Balance outstanding as of January 2, 2022 986 $ 14.29 Granted 641 $ 11.38 Exercised (2) $ 14.00 Forfeited or canceled (515) $ 13.63 Balance outstanding as of January 1, 2023 1,110 $ 12.92 8.79 years $ — Balance vested and exercisable as of January 1, 2023 139 $ 14.44 8.33 years $ — |
Schedule of Restricted Common Stock Unit Activity | The following table summarizes our restricted common stock unit activity during the twelve months ended January 1, 2023: Number of Restricted Common Stock Units Weighted Average Grant Date Fair Value Per Share Balance outstanding as of January 2, 2022 1,745 $ 8.34 Granted 458 $ 10.03 Vested (1,026) $ 8.98 Forfeited or canceled (78) $ 15.04 Balance outstanding as of January 1, 2023 1,099 $ 7.99 |
Schedule of Share-based Compensation Expense | The fair value of the 2021 ESPP is estimated on the date of grant using a Black-Scholes option-pricing model that uses assumptions noted in the following table. The risk-free interest rate used in the option valuation model was based on yields available on the grant dates for U.S. Treasury Strips with maturity consistent with the expected life assumption. Expected volatility is based on an average of the historical, daily volatility of a peer group of similar companies over a period consistent with the expected life assumption ending on the grant date. We assumed no dividend yield in the valuation of the options granted as we have never declared or paid dividends on our common stock and currently intend to retain earnings for use in operations. Year Ended Year Ended Expected volatility: 73.0% 46.3% Expected term (in years): 0.50 0.50 Risk-free interest rate: 3.34% 0.06% Weighted average grant-date fair value per share $4.45 $8.87 |
Schedule of Black-Scholes ESPP Pricing Model Assumptions | Share-based compensation expense was allocated in the consolidated statements of operations as follows: Year Ended January 1, 2023 January 2, 2022 January 3, 2021 Cost of revenue $ 2,470 $ 2,550 $ — Research and development 575 1,148 — Selling, general and administrative expenses 5,171 7,979 488 $ 8,216 $ 11,677 $ 488 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 01, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Change in Level 3 Assets Measured at Fair Value On a Recurring Basis | Level 3 inputs are used in the valuation of our contingent consideration obligation. The change in level 3 assets measured at fair value on a recurring basis is summarized as follows: Contingent Warrant Liability Balance at December 29, 2019 $ 20,100 $ 14,780 Payments (11,294) (14,000) Change in fair value 2,094 (780) Balance at January 3, 2021 10,900 — Payments (7,374) — Change in fair value (2,710) — Balance at January 2, 2022 816 — Payments (816) — Change in fair value — — Balance at January 1, 2023 $ — $ — |
Major Customers and Concentra_2
Major Customers and Concentration Risk (Tables) | 12 Months Ended |
Jan. 01, 2023 | |
Risks and Uncertainties [Abstract] | |
Summary of Concentration Risk Percentage of Customers | The following customers accounted for 10% or more of revenue for the years ended January 1, 2023, January 2, 2022 and January 3, 2021: Year Ended January 1, 2023 January 2, 2022 January 3, 2021 Customer A 20 % 24 % 14 % Customer B 28 % 25 % 29 % Customer C * * 16 % Customer E 11 % * * 59 % 49 % 59 % __________________ * Represents less than 10% of revenue. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Jan. 01, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Future Minimum Lease Commitments | Future minimum lease commitments to Oxbow Realty as of January 1, 2023 were as follows (such amounts are eliminated from our consolidated financial statements due to the consolidation of Oxbow Realty, see Note 18 – Variable Interest Entity ): 2023 4,932 2024 5,031 2025 5,132 2026 5,234 Thereafter 84,116 Total lease payments 104,445 Less: imputed interest (76,818) Total $ 27,627 Future maturities of lease liabilities as of January 1, 2023 are as follows: Fiscal Year Operating Leases Finance Leases Total 2023 50 1,458 1,508 2024 52 1,234 1,286 2025 53 1,155 1,208 2026 — 1,157 1,157 2027 — 1,144 1,144 Thereafter — 10,943 10,943 Total lease payments 155 17,091 17,246 Less imputed interest (11) (7,048) (7,059) Total lease liabilities $ 144 $ 10,043 $ 10,187 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 01, 2023 | |
Leases [Abstract] | |
Schedule of Lease Costs | The components of lease expense are as follows: Year Ended Operating lease cost $ 52 Finance lease cost: Amortization of assets $ 1,834 Interest on lease liabilities $ 763 Variable lease cost $ — Total net lease cost $ 2,649 Year Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 49 Operating cash flows used for finance leases $ 757 Financing cash flows used for finance leases $ 1,603 Right of use assets obtained in exchange for lease liabilities: Operating leases $ 184 Finance leases $ 9,126 The weighted average remaining lease term and weighted average discount rates related to leases are as follows: January 1, 2023 Weighted average remaining lease term: Operating leases 3.0 years Finance leases 13.7 years Weighted average discount rate: Operating leases 4.8% Finance leases 8.6% |
Schedule of Balance Sheet Lease Information | Supplemental balance sheet information related to leases is as follows: Leases Classification January 1, 2023 Assets Operating lease right-of-use assets Other assets $ 141 Finance lease right-of-use assets Property and equipment, net $ 9,740 Total lease right-of-use assets $ 9,881 Operating lease liabilities Current portion of operating lease liabilities Accrued expenses $ 44 Operating lease liabilities, excluding current portion Other long-term liabilities $ 100 Total operating lease liabilities $ 144 Finance lease liabilities Current portion of finance lease liabilities Accrued expenses $ 786 Finance lease liabilities, excluding current portion Other long-term liabilities $ 9,257 Total finance lease liabilities $ 10,043 Total lease liabilities $ 10,187 |
Schedule of Maturities of Finance Lease Liabilities | Future maturities of lease liabilities as of January 1, 2023 are as follows: Fiscal Year Operating Leases Finance Leases Total 2023 50 1,458 1,508 2024 52 1,234 1,286 2025 53 1,155 1,208 2026 — 1,157 1,157 2027 — 1,144 1,144 Thereafter — 10,943 10,943 Total lease payments 155 17,091 17,246 Less imputed interest (11) (7,048) (7,059) Total lease liabilities $ 144 $ 10,043 $ 10,187 |
Schedule of Maturities of Operating Lease Liabilities | Future minimum lease commitments to Oxbow Realty as of January 1, 2023 were as follows (such amounts are eliminated from our consolidated financial statements due to the consolidation of Oxbow Realty, see Note 18 – Variable Interest Entity ): 2023 4,932 2024 5,031 2025 5,132 2026 5,234 Thereafter 84,116 Total lease payments 104,445 Less: imputed interest (76,818) Total $ 27,627 Future maturities of lease liabilities as of January 1, 2023 are as follows: Fiscal Year Operating Leases Finance Leases Total 2023 50 1,458 1,508 2024 52 1,234 1,286 2025 53 1,155 1,208 2026 — 1,157 1,157 2027 — 1,144 1,144 Thereafter — 10,943 10,943 Total lease payments 155 17,091 17,246 Less imputed interest (11) (7,048) (7,059) Total lease liabilities $ 144 $ 10,043 $ 10,187 |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 12 Months Ended |
Jan. 01, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Balance Sheets | The following table shows the carrying amounts of assets and liabilities of Oxbow Realty that are consolidated by us as of January 1, 2023 and January 2, 2022. The assets and liabilities are presented prior to consolidation, and thus a portion of these assets and liabilities are eliminated in consolidation. January 1, January 2, Cash and cash equivalents $ 16 $ 475 Prepaid expenses 860 192 Finance receivable 37,652 37,437 Other assets 256 200 Total assets $ 38,784 $ 38,304 Accounts payable $ 117 $ 1,232 Accrued expenses 1,581 479 Debt 36,778 37,793 Total liabilities $ 38,476 $ 39,504 SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Balance Sheets January 1, 2023 January 2, 2022 (in thousands, except share and per share data) Assets Current assets: Cash and cash equivalents $ — $ — Income tax receivable 169 745 Total current assets 169 745 Due from subsidiaries 54,032 24,419 Investment in subsidiaries 53,669 61,127 Deferred income tax asset 1,616 404 Total assets $ 109,486 $ 86,695 Liabilities and Shareholders’ Equity Current liabilities: Short-term financing, net of unamortized debt issuance costs $ 55,817 $ — Current portion of long-term debt — — Income taxes payable — — Current portion of contingent consideration — 816 Total current liabilities 55,817 816 Long-term liabilities: Long-term debt, less current portion and unamortized debt issuance costs — 24,752 Contingent consideration, less current portion — — Total liabilities 55,817 25,568 Commitments and contingencies (Note 13) Shareholders’ equity: Preferred stock, $0.01 par value per share (80,000,000 and 80,000,000 shares authorized; zero issued and outstanding) — — Common stock, $0.01 par value per share (200,000,000 and 200,000,000 shares authorized; 43,704,876 and 39,836,038 shares issued and outstanding) 437 398 Additional paid-in capital 147,304 115,208 Accumulated deficit (94,072) (54,479) Total shareholders’ equity 53,669 61,127 Total liabilities and shareholders’ equity $ 109,486 $ 86,695 |
Condensed Income Statements | The following table shows the revenue and expenses of Oxbow Realty that are consolidated by us for the years ended January 1, 2023 and January 2, 2022, and for the period from September 29, 2020 to January 3, 2021. We began consolidating Oxbow Realty on September 29, 2020. We have included these amounts, net of eliminations, in the corresponding tables in the notes to our consolidated financial statements. Year Ended January 1, 2023 Year Ended Year Ended Revenue $ 5,052 $ 5,018 $ 1,345 General and administrative expenses 1,016 382 213 Interest expense 1,314 1,343 229 Total expenses 2,330 1,725 442 Net income $ 2,722 $ 3,293 $ 903 SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Statements of Operations Year Ended January 1, January 2, January 3, (in thousands, except per unit and per share data) Revenue $ — $ — $ — Operating expenses — — — Operating income — — — Other income (expense), net — — — Loss before income taxes and equity in net loss of subsidiaries — — — Income tax expense (benefit) — — — Equity in net loss of subsidiaries (39,593) (50,696) (20,617) Net loss $ (39,593) $ (50,696) $ (20,617) Net loss per share attributable to common shareholders, basic and diluted $ (0.97) $ (1.76) Net loss per unit attributable to Class B preferred unitholders, basic and diluted $ (1.15) |
Condensed Financial Informati_2
Condensed Financial Information (Parent Company Only) (Tables) | 12 Months Ended |
Jan. 01, 2023 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Balance Sheets | The following table shows the carrying amounts of assets and liabilities of Oxbow Realty that are consolidated by us as of January 1, 2023 and January 2, 2022. The assets and liabilities are presented prior to consolidation, and thus a portion of these assets and liabilities are eliminated in consolidation. January 1, January 2, Cash and cash equivalents $ 16 $ 475 Prepaid expenses 860 192 Finance receivable 37,652 37,437 Other assets 256 200 Total assets $ 38,784 $ 38,304 Accounts payable $ 117 $ 1,232 Accrued expenses 1,581 479 Debt 36,778 37,793 Total liabilities $ 38,476 $ 39,504 SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Balance Sheets January 1, 2023 January 2, 2022 (in thousands, except share and per share data) Assets Current assets: Cash and cash equivalents $ — $ — Income tax receivable 169 745 Total current assets 169 745 Due from subsidiaries 54,032 24,419 Investment in subsidiaries 53,669 61,127 Deferred income tax asset 1,616 404 Total assets $ 109,486 $ 86,695 Liabilities and Shareholders’ Equity Current liabilities: Short-term financing, net of unamortized debt issuance costs $ 55,817 $ — Current portion of long-term debt — — Income taxes payable — — Current portion of contingent consideration — 816 Total current liabilities 55,817 816 Long-term liabilities: Long-term debt, less current portion and unamortized debt issuance costs — 24,752 Contingent consideration, less current portion — — Total liabilities 55,817 25,568 Commitments and contingencies (Note 13) Shareholders’ equity: Preferred stock, $0.01 par value per share (80,000,000 and 80,000,000 shares authorized; zero issued and outstanding) — — Common stock, $0.01 par value per share (200,000,000 and 200,000,000 shares authorized; 43,704,876 and 39,836,038 shares issued and outstanding) 437 398 Additional paid-in capital 147,304 115,208 Accumulated deficit (94,072) (54,479) Total shareholders’ equity 53,669 61,127 Total liabilities and shareholders’ equity $ 109,486 $ 86,695 |
Condensed Income Statements | The following table shows the revenue and expenses of Oxbow Realty that are consolidated by us for the years ended January 1, 2023 and January 2, 2022, and for the period from September 29, 2020 to January 3, 2021. We began consolidating Oxbow Realty on September 29, 2020. We have included these amounts, net of eliminations, in the corresponding tables in the notes to our consolidated financial statements. Year Ended January 1, 2023 Year Ended Year Ended Revenue $ 5,052 $ 5,018 $ 1,345 General and administrative expenses 1,016 382 213 Interest expense 1,314 1,343 229 Total expenses 2,330 1,725 442 Net income $ 2,722 $ 3,293 $ 903 SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Statements of Operations Year Ended January 1, January 2, January 3, (in thousands, except per unit and per share data) Revenue $ — $ — $ — Operating expenses — — — Operating income — — — Other income (expense), net — — — Loss before income taxes and equity in net loss of subsidiaries — — — Income tax expense (benefit) — — — Equity in net loss of subsidiaries (39,593) (50,696) (20,617) Net loss $ (39,593) $ (50,696) $ (20,617) Net loss per share attributable to common shareholders, basic and diluted $ (0.97) $ (1.76) Net loss per unit attributable to Class B preferred unitholders, basic and diluted $ (1.15) |
Basis of Presentation and Pri_3
Basis of Presentation and Principles of Consolidation - Narrative (Details) | 4 Months Ended | 12 Months Ended | |||||||
Jan. 01, 2023 USD ($) $ / shares shares | Sep. 02, 2022 USD ($) | Aug. 17, 2022 USD ($) | Jan. 02, 2022 USD ($) shares | Jan. 03, 2021 shares | Jan. 01, 2023 USD ($) $ / shares shares | Jan. 01, 2023 USD ($) segment $ / shares | Jan. 02, 2022 USD ($) | Jan. 03, 2021 USD ($) | |
Accounting Policies [Line Items] | |||||||||
Net losses incurred | $ (39,593,000) | $ (50,696,000) | $ (20,617,000) | ||||||
Cash and cash equivalents | $ 30,025,000 | $ 12,917,000 | $ 30,025,000 | 30,025,000 | 12,917,000 | ||||
Stock offering costs | 456,000 | $ 1,867,000 | $ 2,183,000 | ||||||
Operating cash flows used for operating leases | $ 49,000 | ||||||||
Number of operating segments | segment | 1 | ||||||||
Center for NeoVation Lease | |||||||||
Accounting Policies [Line Items] | |||||||||
Lease contract term | 23 years | 23 years | 23 years | ||||||
Operating cash flows used for operating leases | $ 1 | ||||||||
Payment for lease termination | $ 15,000 | ||||||||
Center for NeoVation Lease | Minimum | |||||||||
Accounting Policies [Line Items] | |||||||||
Lease contract term | 18 months | 18 months | 18 months | ||||||
Restricted Stock Units And Stock Options | |||||||||
Accounting Policies [Line Items] | |||||||||
Units excluded from computation (in shares) | shares | 2,209,000 | 2,731,000 | 2,329,000 | ||||||
Class B Units | |||||||||
Accounting Policies [Line Items] | |||||||||
Preferred units rate of return | 8% | ||||||||
Jefferies LLC | Open Market Sales | |||||||||
Accounting Policies [Line Items] | |||||||||
Sale of stock, ATM authorized amount | $ 100,000,000 | ||||||||
Shares issued in public offering (in shares) | shares | 435,419 | ||||||||
Public offering price per share (in USD per share) | $ / shares | $ 9.28 | $ 9.28 | $ 9.28 | ||||||
Proceeds from issuance or sale of equity | $ 4,000,000 | ||||||||
Stock offering costs | 600,000 | ||||||||
Proceeds from public offering | $ 3,500,000 | ||||||||
Funding To Meet Obligations As They Become Due | Oxbow Industries, LLC | |||||||||
Accounting Policies [Line Items] | |||||||||
Funding agreement with related party | $ 12,500,000 |
Basis of Presentation and Pri_4
Basis of Presentation and Principles of Consolidation - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Numerator: | |||
Net loss attributable to SkyWater Technology, Inc. | $ (39,593) | $ (50,696) | $ (20,617) |
Undistributed preferred return to Class B preferred unitholders, basic | 0 | (398) | 0 |
Undistributed preferred return to Class B preferred unitholders, diluted | 0 | (398) | 0 |
Net loss attributable to common shareholders, basic | (39,593) | (51,094) | (20,617) |
Net loss attributable to common shareholders, diluted | $ (39,593) | $ (51,094) | $ (20,617) |
Denominator: | |||
Weighted average shares outstanding, basic (in shares) | 40,835,186 | 29,038,174 | 0 |
Weighted average shares outstanding, diluted (in shares) | 40,835,186 | 29,038,174 | 0 |
Net loss per share, basic (in USD per share) | $ (0.97) | $ (1.76) | $ (1.15) |
Net loss per share, diluted (in USD per share) | $ (0.97) | $ (1.76) | $ (1.15) |
Common Units | |||
Denominator: | |||
Number of units converted (in shares) | 2,105,936 | ||
Common Stock | Common Unit Holders | |||
Denominator: | |||
Conversion of units (in shares) | 3,060,343 | ||
Common Stock | Class B Preferred Unitholders | |||
Denominator: | |||
Conversion of units (in shares) | 27,995,400 | ||
Class B Units | |||
Denominator: | |||
Weighted average shares outstanding, basic (in shares) | 0 | 0 | 18,000,000 |
Weighted average shares outstanding, diluted (in shares) | 0 | 0 | 18,000,000 |
Number of units converted (in shares) | 18,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||||
Apr. 23, 2021 | Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | Mar. 31, 2017 | Mar. 01, 2017 | |
Accounting Policies [Line Items] | ||||||
Allowance for doubtful accounts | $ 1,638,000 | $ 0 | ||||
Deferred offering costs | $ 2,183,000 | |||||
Reclassification of deferred offering costs | $ 4,050,000 | |||||
Impairment of long-lived assets | 0 | 0 | ||||
Cash paid for contingent consideration | 0 | 0 | 3,998,000 | |||
Change in fair value of contingent consideration | 0 | (2,710,000) | 2,094,000 | |||
Fair value of obligation | 4,836,000 | $ 26,200,000 | ||||
Revenue recognized | 18,601,000 | 22,933,000 | ||||
Advertising expense | 12,000 | 107,000 | 268,000 | |||
Wafer Services | ||||||
Accounting Policies [Line Items] | ||||||
Revenue recognized | 13,330,000 | |||||
Main Customer | Wafer Services | ||||||
Accounting Policies [Line Items] | ||||||
Commitment obligation period | 40 months | |||||
Cypress | ||||||
Accounting Policies [Line Items] | ||||||
Contingent consideration liability | $ 24,900,000 | |||||
Cash paid for contingent consideration | 816,000 | 7,374,000 | 11,294,000 | |||
Change in fair value of contingent consideration | 0 | (2,710,000) | 2,094,000 | |||
Software and licenses | ||||||
Accounting Policies [Line Items] | ||||||
Acquired third-party intangible assets | $ 3,462,000 | $ 1,416,000 | $ 4,076,000 | |||
Intangible asset useful life | 9 years 3 months 18 days | 3 years | 4 years 4 months 24 days | |||
Machinery and equipment | ||||||
Accounting Policies [Line Items] | ||||||
Property and equipment useful life | 10 years | 7 years | ||||
Machinery and equipment | Minimum | ||||||
Accounting Policies [Line Items] | ||||||
Property and equipment useful life | 7 years | |||||
Machinery and equipment | Maximum | ||||||
Accounting Policies [Line Items] | ||||||
Property and equipment useful life | 10 years | |||||
Building | ||||||
Accounting Policies [Line Items] | ||||||
Property and equipment useful life | 25 years |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregated Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Lease Revenue | $ 4,668 | ||
Lease Revenue | $ 4,668 | $ 389 | |
Revenue recognized from foundry services obligation | 399 | ||
Total Revenue | 212,941 | 162,848 | 140,438 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 184,908 | 141,106 | 118,480 |
United Kingdom | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 7,147 | 9,226 | 7,559 |
Canada | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 4,135 | 6,216 | 9,138 |
All others | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 16,751 | 6,300 | 5,261 |
Point-in-Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 20,212 | 51,157 | 46,019 |
Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 188,061 | 107,023 | 93,631 |
Wafer Services | |||
Disaggregation of Revenue [Line Items] | |||
Lease Revenue | 0 | ||
Lease Revenue | 0 | 0 | |
Revenue recognized from foundry services obligation | 399 | ||
Total Revenue | 73,495 | 51,157 | 46,418 |
Wafer Services | Point-in-Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 20,212 | 51,157 | 46,019 |
Wafer Services | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 53,283 | 0 | 0 |
Total Advanced Technology Services | |||
Disaggregation of Revenue [Line Items] | |||
Lease Revenue | 4,668 | ||
Lease Revenue | 4,668 | 389 | |
Revenue recognized from foundry services obligation | 0 | ||
Total Revenue | 139,446 | 111,691 | 94,020 |
Total Advanced Technology Services | Point-in-Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 0 | 0 | 0 |
Total Advanced Technology Services | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 134,778 | 107,023 | 93,631 |
T&M | |||
Disaggregation of Revenue [Line Items] | |||
Lease Revenue | 0 | ||
Lease Revenue | 0 | 0 | |
Revenue recognized from foundry services obligation | 0 | ||
Total Revenue | 85,992 | 48,318 | 64,155 |
T&M | Point-in-Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 0 | 0 | 0 |
T&M | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 85,992 | 48,318 | 64,155 |
Fixed Price | |||
Disaggregation of Revenue [Line Items] | |||
Lease Revenue | 0 | ||
Lease Revenue | 0 | 0 | |
Revenue recognized from foundry services obligation | 0 | ||
Total Revenue | 48,786 | 58,705 | 29,476 |
Fixed Price | Point-in-Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 0 | 0 | 0 |
Fixed Price | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 48,786 | 58,705 | 29,476 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Lease Revenue | 4,668 | ||
Lease Revenue | 4,668 | 389 | |
Revenue recognized from foundry services obligation | 0 | ||
Total Revenue | 4,668 | 4,668 | 389 |
Other | Point-in-Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | 0 | 0 | 0 |
Other | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Topic 606 Revenue | $ 0 | $ 0 | $ 0 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Jan. 01, 2023 USD ($) | Jan. 02, 2022 USD ($) contract | Jan. 03, 2021 USD ($) | Jul. 03, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Amortization of deferred contract costs | $ 1,885 | $ 1,512 | $ 462 | |
Revenue recognized | 18,601 | 22,933 | ||
Contract amounts related to revenue from contracts with customers | 84,875 | 92,957 | $ 105,441 | |
Long-term contract amounts | 61,356 | $ 76,816 | ||
Number of contract modifications | contract | 0 | |||
Revenue recognized from modification of contract | 4,700 | |||
Wafer Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | 13,330 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-02 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue obligation amount | $ 150,665 | |||
Revenue recognition period | 6 years 6 months | |||
Expanded Equipment Sale and Facility Usage | ||||
Disaggregation of Revenue [Line Items] | ||||
Customer contract term | 7 years | |||
BRIDG | ||||
Disaggregation of Revenue [Line Items] | ||||
Costs and expenses, related party | $ 1,650 | |||
BRIDG | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-02 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue obligation amount | $ 15,000 | |||
Revenue recognition period | 38 months |
Revenue - Changes in Contract A
Revenue - Changes in Contract Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 01, 2023 | Jan. 02, 2022 | |
Contract With Customer, Asset [Roll Forward] | ||
Contract assets at beginning of period | $ 16,303 | $ 8,147 |
Transfers to accounts receivable, net | (15,980) | (24,664) |
Increase due to revenue recognized in advance of customer billings | 34,302 | 32,820 |
Contract assets at end of period | $ 34,625 | $ 16,303 |
Revenue - Summary of Deferred R
Revenue - Summary of Deferred Revenue (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 |
Revenue Recognition and Deferred Revenue [Abstract] | |||
Current contract liabilities | $ 23,519 | $ 16,141 | |
Long-term contract liabilities | 61,356 | 76,816 | |
Total contract liabilities | 84,875 | 92,957 | $ 105,441 |
Current deferred lease revenue | 4,667 | 4,667 | |
Long-term deferred lease revenue | 6,611 | 11,278 | |
Total deferred lease revenue | 11,278 | 15,945 | |
Total current deferred revenue | 28,186 | 20,808 | |
Total long-term deferred revenue | 67,967 | 88,094 | |
Total deferred revenue | $ 96,153 | $ 108,902 |
Revenue - Changes in Contract L
Revenue - Changes in Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 01, 2023 | Jan. 02, 2022 | |
Contract With Customer, Liability [Roll Forward] | ||
Contract liabilities at beginning of period | $ 92,957 | $ 105,441 |
Revenue recognized included in the balance at the beginning of the year | (18,601) | (22,933) |
Increase due to payments received, excluding amounts recognized as revenue during the year | 10,519 | 10,449 |
Contract liabilities at end of period | $ 84,875 | $ 92,957 |
Revenue - Performance Obligatio
Revenue - Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-02 $ in Thousands | Jan. 01, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue obligation amount | $ 150,665 |
Revenue recognition period | 6 years 6 months |
Balance Sheet Information - Sum
Balance Sheet Information - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jan. 02, 2022 |
Balance Sheet Information [Abstract] | ||
Trade accounts receivable | $ 29,683 | $ 23,022 |
Unbilled revenue (contract assets) | 34,625 | 16,303 |
Allowance for doubtful accounts | (1,638) | 0 |
Other receivables | 0 | 56 |
Total accounts receivable, net | $ 62,670 | $ 39,381 |
Balance Sheet Information - Acc
Balance Sheet Information - Accounts Receivable, Allowance for Credit Losses (Details) $ in Thousands | 12 Months Ended |
Jan. 01, 2023 USD ($) | |
Allowance for doubtful accounts: | |
Balance at the beginning | $ 0 |
Provision for doubtful accounts | 1,638 |
Accounts charged-off | 0 |
Less recoveries of accounts charged-off | 0 |
Net accounts charge-offs (recoveries) | 0 |
Balance at the end | $ 1,638 |
Balance Sheet Information - S_2
Balance Sheet Information - Summary of Inventories (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jan. 02, 2022 |
Balance Sheet Information [Abstract] | ||
Raw materials | $ 3,991 | $ 3,340 |
Work-in-process | 359 | 7,339 |
Supplies and spare parts | 9,047 | 6,821 |
Total inventories—current | 13,397 | 17,500 |
Supplies and spare parts classified as other assets | 2,605 | 2,388 |
Total inventories | $ 16,002 | $ 19,888 |
Balance Sheet Information - S_3
Balance Sheet Information - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jan. 02, 2022 |
Balance Sheet Information [Abstract] | ||
Prepaid expenses | $ 2,395 | $ 1,759 |
Deferred contract costs | 2,097 | 1,579 |
Prepaid inventory | 129 | 516 |
Equipment purchased for customers | 5,669 | 0 |
Total prepaid assets and other current assets | $ 10,290 | $ 3,854 |
Balance Sheet Information - S_4
Balance Sheet Information - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jan. 02, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | $ 290,559 | $ 264,886 |
Less: Accumulated depreciation | (110,644) | (84,411) |
Property and equipment, net | 179,915 | 180,475 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 5,396 | 5,396 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 88,141 | 87,156 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 187,276 | 143,105 |
Fixed assets not yet in service | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | $ 9,746 | $ 29,229 |
Balance Sheet Information - Nar
Balance Sheet Information - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Debt Instrument [Line Items] | |||
Depreciation expense | $ 26,353 | $ 25,478 | $ 17,721 |
Machinery and equipment | |||
Debt Instrument [Line Items] | |||
Property and equipment useful life | 10 years | 7 years | |
Cumulative Effect, Period of Adoption, Adjustment | |||
Debt Instrument [Line Items] | |||
Depreciation expense | $ 1,775 | ||
Customer list | |||
Debt Instrument [Line Items] | |||
Amortization of intangible assets | 0 | $ 353 | 353 |
Software and licenses | |||
Debt Instrument [Line Items] | |||
Acquired third-party intangible assets | $ 3,462 | 1,416 | 4,076 |
Weighted average estimated life of acquired intangibles | 9 years 3 months 18 days | ||
Amortization of intangible assets | $ 1,839 | $ 1,537 | $ 792 |
Balance Sheet Information - S_5
Balance Sheet Information - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jan. 02, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, at cost | $ 10,277 | $ 8,125 |
Less: Accumulated amortization | (4,669) | (4,234) |
Total intangible assets, net | 5,608 | 3,891 |
Customer list | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, at cost | 0 | 1,500 |
Software and licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, at cost | $ 10,277 | $ 6,625 |
Balance Sheet Information - S_6
Balance Sheet Information - Summary of Remaining Estimated Aggregate Annual Amortization Expense (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jan. 02, 2022 |
Balance Sheet Information [Abstract] | ||
2023 | $ 1,644 | |
2024 | 927 | |
2025 | 744 | |
2026 | 578 | |
2027 | 306 | |
Thereafter | 1,409 | |
Total intangible assets, net | $ 5,608 | $ 3,891 |
Balance Sheet Information - S_7
Balance Sheet Information - Summary of Other Assets (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jan. 03, 2022 | Jan. 02, 2022 |
Balance Sheet Information [Abstract] | |||
Supplies and spare parts | $ 2,605 | $ 2,388 | |
Deferred contract costs | 0 | 1,760 | |
Operating lease right-of-use assets | 141 | $ 184 | 0 |
Other assets | 944 | 687 | |
Total other assets | $ 3,690 | $ 4,835 |
Balance Sheet Information - S_8
Balance Sheet Information - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jan. 02, 2022 |
Balance Sheet Information [Abstract] | ||
Accrued compensation | $ 5,705 | $ 4,557 |
Licensed technology | 1,500 | 0 |
Accrued commissions | 30 | 189 |
Accrued fixed asset expenditures | 20 | 861 |
Accrued royalties | 4,734 | 1,854 |
Finance lease obligations | 786 | |
Finance lease obligations | 1,192 | |
Accrued inventory | 1,294 | 1,966 |
Other accrued expenses | 11,143 | 6,864 |
Total accrued expenses | $ 25,212 | $ 17,483 |
Balance Sheet Information - Sch
Balance Sheet Information - Schedule of Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jan. 02, 2022 |
Balance Sheet Information [Abstract] | ||
Finance lease obligations | $ 9,257 | |
Finance lease obligations | $ 1,200 | |
Operating lease liability | 100 | 0 |
Accrued customer payable | 3,728 | 3,150 |
Licensed technology | 500 | 0 |
Total other long-term liabilities | $ 13,585 | $ 4,350 |
Debt - Summary of Debt Outstand
Debt - Summary of Debt Outstanding (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Dec. 28, 2022 | Jan. 02, 2022 |
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ (7,103) | $ (4,624) | |
Total long-term debt, including current maturities | 92,853 | 59,449 | |
Less: Current portion of long-term debt | (57,672) | (1,021) | |
Long-term debt, excluding current portion and unamortized debt issuance costs | 35,181 | 58,428 | |
VIEs | |||
Debt Instrument [Line Items] | |||
Total long-term debt, including current maturities | 36,778 | 37,793 | |
Revolver | |||
Debt Instrument [Line Items] | |||
Long-term debt | 60,093 | 26,223 | |
Unamortized debt issuance costs | $ 1,101 | ||
Unamortized debt issuance costs | $ 4,277 | 1,471 | |
Financing loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | 3,037 | 0 | |
Unamortized debt issuance costs | (3,487) | ||
Financing loan | VIEs | |||
Debt Instrument [Line Items] | |||
Long-term debt | 36,826 | 37,850 | |
Unamortized debt issuance costs | (65) | ||
Unamortized debt issuance costs | $ 2,826 | $ 3,153 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 12 Months Ended | ||||||||
Dec. 28, 2022 USD ($) | Oct. 20, 2022 USD ($) | Jun. 10, 2021 USD ($) | Dec. 28, 2020 USD ($) | Jan. 01, 2023 USD ($) | Jan. 02, 2022 USD ($) | Jan. 03, 2021 USD ($) | Sep. 30, 2020 USD ($) | Apr. 18, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Repayment of outstanding amounts | $ 1,224,000 | $ 990,000 | $ 0 | ||||||
Unamortized debt issuance costs | 7,103,000 | 4,624,000 | |||||||
Proceeds from sale of other assets | $ 3,100,000 | ||||||||
Monthly rental payment | $ 87,000 | ||||||||
Sale leaseback term | 42 months | ||||||||
Loss on debt extinguishment | $ 6,453,000 | (1,101,000) | 0 | $ (1,434,000) | |||||
Financing loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt issuance costs | 3,487,000 | ||||||||
Long-term debt | $ 3,037,000 | 0 | |||||||
Paycheck Protection Program Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | $ 6,453,000 | ||||||||
Revolver | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit agreement borrowing capacity | $ 100,000,000 | ||||||||
Unamortized debt issuance costs | 4,277,000 | 1,471,000 | |||||||
Repayment of outstanding amounts | 43,495,000 | ||||||||
Unamortized debt issuance costs | (1,101,000) | ||||||||
Debt instrument, term | 10 years | ||||||||
Long-term debt | $ 60,093,000 | 26,223,000 | |||||||
Debt instrument, periodic payment | $ 194,000 | ||||||||
VIEs | Financing loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt issuance costs | 2,826,000 | 3,153,000 | |||||||
Unamortized debt issuance costs | $ 65,000 | ||||||||
Fixed charge coverage ratio | 1.2 | ||||||||
Face amount of debt | $ 39,000,000 | ||||||||
Periodic payment installments | $ 194,000 | ||||||||
Debt instrument, term | 10 years | ||||||||
Debt instrument, interest rate | 3.44% | ||||||||
EBITDAR ratio | 5 | ||||||||
Long-term debt | $ 36,826,000 | $ 37,850,000 | |||||||
Seina Lending Group LLC | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Minimum EBITDA required | 10,000,000 | ||||||||
Unfunded capital expenditure | 15,000,000 | ||||||||
Minimum fixed charge coverage amount | $ 15,000,000 | ||||||||
Seina Lending Group LLC | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable rate spread | 2.50% | ||||||||
Seina Lending Group LLC | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed charge coverage ratio | 0.0625 | ||||||||
Seina Lending Group LLC | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed charge coverage ratio | 0.0525 | ||||||||
Seina Lending Group LLC | Revolving Credit Facility | Base Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable rate spread | 0.50% | ||||||||
Seina Lending Group LLC | Revolving Credit Facility | Base Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed charge coverage ratio | 0.0525 | ||||||||
Seina Lending Group LLC | Revolving Credit Facility | Base Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed charge coverage ratio | 0.0425 | ||||||||
Seina Lending Group LLC | Revolving Credit Facility | Fed Funds Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable rate spread | 7% |
Debt - Summary of Future Princi
Debt - Summary of Future Principal Payments (Details) $ in Thousands | Jan. 01, 2023 USD ($) |
Debt Instruments [Abstract] | |
2023 | $ 61,948 |
2024 | 1,963 |
2025 | 2,088 |
2026 | 1,599 |
2027 | 1,219 |
Thereafter | 31,139 |
Total long-term debt, including current maturities | $ 99,956 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Current: | |||
Federal | $ 562 | $ 379 | $ 1,499 |
State | 3 | (106) | 1,033 |
Total current tax expense | 565 | 273 | 2,532 |
Deferred: | |||
Federal | 148 | (6,794) | 2,777 |
State | 96 | (269) | (390) |
Total deferred tax expense (benefit) | 244 | (7,063) | 2,387 |
Income tax expense (benefit) | $ 809 | $ (6,790) | $ 4,919 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal tax rate | 21% | ||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Taxes at U.S. statutory tax rate | $ (7,573) | $ (11,381) | $ (3,107) |
State income taxes, net of federal income tax benefit | (1,689) | (1,023) | (297) |
Paycheck Protection Program loan forgiveness | 0 | (1,477) | 0 |
Permanent differences | 337 | 59 | (97) |
Federal tax credits | 0 | (400) | (281) |
Remeasurement of deferred tax assets and liabilities | (1,469) | 0 | (58) |
Change in valuation allowance | 10,035 | 8,210 | 1,609 |
Equity-based compensation | 652 | 0 | (1,196) |
Non-deductible executive compensation | 541 | 561 | 0 |
Disallowed loss on sale-leaseback transaction | 0 | 0 | 8,208 |
Non-controlling interest | (746) | (745) | (190) |
Other | 721 | (594) | 328 |
Income tax expense (benefit) | $ 809 | $ (6,790) | $ 4,919 |
Effective income tax rate | (2.20%) | 12.50% | 33.20% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Income Tax Contingency [Line Items] | |||
Effective income tax rate | (2.20%) | 12.50% | 33.20% |
Statutory federal tax rate | 21% | ||
Valuation allowance | $ (19,855,000) | $ (9,819,000) | |
Research and development | 2,068,000 | 0 | |
Penalties and interest expense | 0 | 0 | |
Federal Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | 11,970,000 | 11,970,000 | |
State and Local Jurisdiction | |||
Income Tax Contingency [Line Items] | |||
Operating loss carryforwards | $ 3,794,000 | $ 3,794,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jan. 02, 2022 |
Deferred tax assets: | ||
Deferred compensation and accrued vacation | $ 493 | $ 966 |
Deferred revenue | 21,969 | 22,368 |
Financing lease | 8,621 | 7,682 |
Net operating loss and credit carryforwards | 11,970 | 4,194 |
Inventory | 9,414 | 5,176 |
Stock-based compensation | 1,539 | 1,629 |
Research and development costs | 2,068 | 0 |
Interest expense limitation | 1,846 | 4 |
Lease liability | 2,213 | 0 |
Other | 645 | 542 |
Total deferred tax assets | 60,778 | 42,561 |
Deferred tax liabilities: | ||
Property & equipment | (41,652) | (33,129) |
Prepaids and other | (510) | (608) |
Total deferred tax liabilities | (42,162) | (33,737) |
Net deferred tax asset | 18,616 | 8,824 |
Valuation allowance | (19,855) | (9,819) |
Net deferred tax liability after valuation allowance | $ (1,239) | $ (995) |
Warrant Liability (Details)
Warrant Liability (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 28, 2020 USD ($) | Jan. 01, 2023 USD ($) | Jan. 02, 2022 USD ($) | Jan. 03, 2021 USD ($) | Mar. 01, 2017 $ / shares | |
Class of Warrant or Right [Line Items] | |||||
Exercise price (in USD per share) | $ / shares | $ 0.01 | ||||
Percentage of estimated fair value of equity to value warrants | 0.10 | ||||
Change in fair value of warrant liability | $ 0 | $ 0 | $ 780 | ||
Warrants repurchased | $ 14 | $ 0 | $ 0 | $ 14,000 | |
Class A Units | |||||
Class of Warrant or Right [Line Items] | |||||
Percentage of units outstanding, representing units available for purchase under warrant | 0.10 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 1 Months Ended | 4 Months Ended | 12 Months Ended | |||||||
Nov. 17, 2022 USD ($) $ / shares shares | Sep. 02, 2022 USD ($) | Apr. 23, 2021 USD ($) $ / shares shares | Apr. 14, 2021 $ / shares shares | Dec. 31, 2020 director $ / shares shares | Jan. 01, 2023 USD ($) $ / shares shares | Jan. 01, 2023 USD ($) $ / shares shares | Jan. 02, 2022 USD ($) $ / shares shares | Jan. 03, 2021 USD ($) shares | Dec. 29, 2019 shares | |
Class of Stock [Line Items] | ||||||||||
Common units authorized (in shares) | 5,000,000 | |||||||||
Common units issued (in shares) | 3,057,344 | |||||||||
Common units outstanding (in shares) | 2,107,452 | |||||||||
Common shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||
Common shares, per share (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Preferred shares authorized (in shares) | 80,000,000 | 80,000,000 | 80,000,000 | 80,000,000 | ||||||
Preferred shares, per share (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Common shares, issued (in shares) | 43,704,876 | 43,704,876 | 39,836,038 | |||||||
Common stock, shares outstanding (in shares) | 43,704,876 | 43,704,876 | 39,836,038 | |||||||
Preferred shares outstanding (in shares) | 0 | 0 | 0 | |||||||
Stock offering costs | $ | $ 456,000 | $ 1,867,000 | $ 2,183,000 | |||||||
Number of directors exercising their options | director | 2 | |||||||||
Exercise of common unit options (in shares) | 2,000 | |||||||||
Payments for repurchase of common stock | $ | $ 0 | $ 0 | $ 4,085,000 | |||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | 43,705,000 | 43,705,000 | 39,836,000 | 0 | 0 | |||||
Conversion of units (in shares) | 31,055,743 | |||||||||
Class A Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred units authorized (in shares) | 2,000,000 | |||||||||
Preferred units issued (in shares) | 0 | |||||||||
Preferred units outstanding (in shares) | 0 | |||||||||
Class B Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred units authorized (in shares) | 18,000,000 | |||||||||
Preferred units issued (in shares) | 18,000,000 | |||||||||
Preferred units outstanding (in shares) | 18,000,000 | |||||||||
Preferred units rate of return | 8% | |||||||||
Common Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Repurchase of common units (in shares) | 949,892 | |||||||||
Price per share of shares repurchased (in USD per share) | $ / shares | $ 4.28 | |||||||||
Common Units | Directors Exercising Options | ||||||||||
Class of Stock [Line Items] | ||||||||||
Repurchase of common units (in shares) | 634,103 | |||||||||
IPO | ||||||||||
Class of Stock [Line Items] | ||||||||||
Underwriting discounts and commissions | $ | $ 7,844,000 | |||||||||
Stock offering costs | $ | $ 4,050,000 | |||||||||
IPO | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued in public offering (in shares) | 8,004,000 | |||||||||
Public offering price per share (in USD per share) | $ / shares | $ 14 | |||||||||
Proceeds from public offering | $ | $ 100,162,000 | |||||||||
Public oOffering | Needham & Company, LLC | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued in public offering (in shares) | 1,916,667 | |||||||||
Public offering price per share (in USD per share) | $ / shares | $ 9 | |||||||||
Proceeds from public offering | $ | $ 16,100,000 | |||||||||
Open Market Sales | Jefferies LLC | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued in public offering (in shares) | 435,419 | |||||||||
Public offering price per share (in USD per share) | $ / shares | $ 9.28 | $ 9.28 | ||||||||
Proceeds from public offering | $ | $ 3,500,000 | |||||||||
Stock offering costs | $ | 600,000 | |||||||||
Sale of stock, ATM authorized amount | $ | $ 100,000,000 | |||||||||
Proceeds from issuance or sale of equity | $ | $ 4,000,000 | |||||||||
Remaining authorized shares (in shares) | 96,000,000 | |||||||||
Class B Preferred Unitholders | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of units (in shares) | 27,995,400 | |||||||||
Common Unit Holders | Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of units (in shares) | 3,060,343 | |||||||||
Directors Exercising Options | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise of common unit options (in shares) | 3,052,672 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 20 Months Ended | |||||||
Sep. 01, 2021 | Apr. 23, 2021 | Apr. 21, 2021 | Dec. 18, 2020 | Nov. 01, 2020 | Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | Jan. 01, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares available for issuance (in shares) | 5,150,000 | 5,150,000 | |||||||
Annual increase of number of shares reserved for issuance (in shares) | 150,000 | 150,000 | |||||||
Annual percent increase of number of shares reserved for issuance | 3% | 3% | |||||||
Number of stock options granted (in shares) | 641,000 | ||||||||
Share-based compensation expense | $ 8,216 | $ 11,677 | $ 488 | ||||||
Weighted average grant-date fair value of options granted | $ 5.50 | $ 5,380 | $ 0 | ||||||
Fair value of units vested | $ 6,749 | $ 13,960 | $ 0 | ||||||
ESPP, offering period | 6 months | ||||||||
Share-based Payment Arrangement, Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of stock options granted (in shares) | 343,000 | ||||||||
Share-based Payment Arrangement, Tranche Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of stock options granted (in shares) | 641,000 | ||||||||
Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
ESPP, offering period | 27 months | ||||||||
Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
ESPP, offering period | 6 months | ||||||||
Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Additional awards issued under previous plan (in shares) | 0 | ||||||||
Awards outstanding under previous plan (in shares) | 0 | 0 | |||||||
Share-based compensation expense | $ 1,647 | 1,348 | 488 | ||||||
Unrecognized compensation cost | $ 4,578 | $ 4,578 | |||||||
Weighted average period of recognition for unrecognized compensation cost | 2 years 9 months 29 days | ||||||||
Options | Share-based Payment Arrangement, Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expiration period of options granted | 15 months | ||||||||
Options | Share-based Payment Arrangement, Tranche Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expiration period of options granted | 10 years | ||||||||
Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Units granted (in shares) | 1,602,588 | 4,672 | |||||||
Number of units converted (in shares) | 6,788 | ||||||||
Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation cost | $ 5,160 | $ 3,987 | 5,160 | ||||||
Weighted average period of recognition for unrecognized compensation cost | 1 year 4 months 24 days | 1 year 4 months 24 days | |||||||
Units granted (in shares) | 441,000 | 458,000 | |||||||
Award vesting period | 3 years | ||||||||
Number of units converted upon corporate conversion (in shares) | 2,328,880 | ||||||||
Fair value of units vested | $ 5,692 | $ 10,000 | $ 0 | ||||||
Employee Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense | 877 | ||||||||
Unrecognized compensation cost | $ 176 | $ 176 | |||||||
Weighted average period of recognition for unrecognized compensation cost | 6 months | ||||||||
Common stock reserved for ESPP issuance (in shares) | 519,000 | ||||||||
Percentage of earnings applied to purchase of stock under ESPP | 15% | ||||||||
Shares available for purchase by an employee at each offering period (in shares) | 2,500 | ||||||||
Number of shares purchased (in shares) | 188,000 | ||||||||
Amount withheld on behalf employees for future purchases | $ 983 | ||||||||
Employee Stock | Maximum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percentage of fair value of shares at grant date to determine purchase price | 15% |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Option Pricing Model Assumption (Details) - Options | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility: | 73% | 46% | 55.60% |
Expected term: | 6 years 3 months | 1 year | |
Risk-free interest rate: | 2.10% | 0.10% | |
Risk-free interest rate, minimum | 0.09% | ||
Risk-free interest rate, maximum | 1.38% | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term: | 1 year 1 month 17 days | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term: | 6 years 3 months |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Jan. 01, 2023 USD ($) $ / shares shares | |
Number of Stock Options | |
Number of stock options outstanding at beginning of period (in shares) | shares | 986,000 |
Number of stock options granted (in shares) | shares | 641,000 |
Number of stock options exercised (in shares) | shares | (2,000) |
Number of stock options forfeited or canceled (in shares) | shares | (515,000) |
Number of stock options outstanding at end of period (in shares) | shares | 1,110,000 |
Number of stock options vested and exercisable (in shares) | shares | 139,000 |
Weighted Average Exercise Price Per Share | |
Weighted average exercise of options outstanding at beginning of period (in USD per share) | $ / shares | $ 14.29 |
Weighted average exercise of options granted (in USD per share) | $ / shares | 11.38 |
Weighted average exercise of options exercised (in USD per share) | $ / shares | 14 |
Weighted average exercise of options forfeited or canceled (in USD per share) | $ / shares | 13.63 |
Weighted average exercise of options outstanding at end of period (in USD per share) | $ / shares | 12.92 |
Weighted average exercise of options vested and exercisable (in USD per share) | $ / shares | $ 14.44 |
Weighted-average remaining contractual life of shares outstanding | 8 years 9 months 14 days |
Weighted-average remaining contractual life of shares vested and exercisable | 8 years 3 months 29 days |
Aggregate intrinsic value of shares outstanding | $ | $ 0 |
Aggregate intrinsic value of shares vested and exercisable | $ | $ 0 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of RSU Activity (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Jan. 01, 2023 $ / shares shares | |
Number of Restricted Common Stock Units | |
RSUs outstanding at beginning of period (in shares) | shares | 1,745,000 |
RSUs granted (in shares) | shares | 458,000 |
RSUs vested (in shares) | shares | (1,026,000) |
RSUs forfeited or canceled (in shares) | shares | (78,000) |
RSUs outstanding at end of period (in shares) | shares | 1,099,000 |
Weighted Average Grant Date Fair Value Per Share | |
Weighted average grant date fair value of RSUs outstanding at beginning of period (in USD per share) | $ / shares | $ 8.34 |
Weighted average grant date fair value of RSUs granted (in USD per share) | $ / shares | 10.03 |
Weighted average grant date fair value of RSUs vested (in USD per share) | $ / shares | 8.98 |
Weighted average grant date fair value of RSUs forfeited or canceled (in USD per share) | $ / shares | 15.04 |
Weighted average grant date fair value of RSUs outstanding at end of period (in USD per share) | $ / shares | $ 7.99 |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of ESPP Pricing Model Assumption (Details) - Employee Stock - $ / shares | 12 Months Ended | |
Jan. 01, 2023 | Jan. 02, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility: | 73% | 46.30% |
Expected term: | 6 months | 6 months |
Risk-free interest rate: | 3.34% | 0.06% |
Weighted average grant-date fair value per share (in USD per share) | $ 4.45 | $ 8.87 |
Share-Based Compensation - Sc_5
Share-Based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 8,216 | $ 11,677 | $ 488 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 2,470 | 2,550 | 0 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 575 | 1,148 | 0 |
Selling, general and administrative expenses | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 5,171 | $ 7,979 | $ 488 |
Benefit Plans (Details)
Benefit Plans (Details) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2023 USD ($) | Jan. 02, 2022 USD ($) | Jan. 03, 2021 USD ($) | |
401(k) Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions | $ 1,531 | $ 1,751 | $ 1,005 |
LTIP | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Compensation expense | $ 390 | $ 855 | $ 2,152 |
LTIP | Benefit Plan, Tranche One | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Vesting percentage | 0.50 | ||
Vesting period | 3 years | ||
LTIP | Benefit Plan, Tranche Two | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Vesting percentage | 1 | ||
Vesting period | 5 years | ||
LTIP | Benefit Plan, Tranche Three | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Vesting percentage | 1 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Change in Level 3 Assets Measured at Fair Value On a Recurring Basis (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Contingent Consideration | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at beginning of period | $ 816 | $ 10,900 | $ 20,100 |
Payments | (816) | (7,374) | (11,294) |
Change in fair value | 0 | (2,710) | 2,094 |
Balance at end of period | 0 | 816 | 10,900 |
Warrant Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at beginning of period | 0 | 0 | 14,780 |
Payments | 0 | 0 | (14,000) |
Change in fair value | 0 | 0 | (780) |
Balance at end of period | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 01, 2023 | Jan. 03, 2021 | Jan. 02, 2022 | Mar. 01, 2017 | |
Commitments And Contingencies [Line Items] | ||||
Revenue recognized from foundry services obligation | $ 399 | |||
Liability for loss claims per individual | $ 200 | |||
Liability for loss claims total | 7,353 | |||
Accrued liability for self-insurance costs | 736 | $ 447 | ||
Contractual commitments outstanding | 4,836 | $ 26,200 | ||
Capitalized cost of leased asset | 9,740 | |||
Total lease payments | 155 | |||
Eagan, Minnesota | ||||
Commitments And Contingencies [Line Items] | ||||
Total lease payments | 154 | |||
Wafer Services | ||||
Commitments And Contingencies [Line Items] | ||||
Revenue recognized from foundry services obligation | $ 399 | |||
Wafer Services | Main Customer | ||||
Commitments And Contingencies [Line Items] | ||||
Commitment obligation period | 40 months | |||
Revenue recognized from foundry services obligation | $ 59,848 |
Major Customers and Concentra_3
Major Customers and Concentration Risk (Details) - Revenue Benchmark - Customer Concentration Risk | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Major Customers | |||
Concentration Risk [Line Items] | |||
Customer percentage of revenue | 59% | 49% | 59% |
Customer A | |||
Concentration Risk [Line Items] | |||
Customer percentage of revenue | 20% | 24% | 14% |
Customer B | |||
Concentration Risk [Line Items] | |||
Customer percentage of revenue | 28% | 25% | 29% |
Customer C | |||
Concentration Risk [Line Items] | |||
Customer percentage of revenue | 16% | ||
Customer E | |||
Concentration Risk [Line Items] | |||
Customer percentage of revenue | 11% |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 29, 2020 | Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Related Party Transaction [Line Items] | ||||
Lease payment per month | $ 49 | |||
Oxbow Industries LLC | ||||
Related Party Transaction [Line Items] | ||||
Expenses from related party transaction | 0 | $ 215 | $ 640 | |
Board Of Directors | ||||
Related Party Transaction [Line Items] | ||||
Expenses from related party transaction | 0 | $ 117 | $ 239 | |
Oxbow Realty | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction | $ 39,000 | |||
Transaction costs | 1,494 | |||
Lease payment per month | $ 394 | |||
Lease term | 20 years | |||
Annual percentage increase in monthly lease payments | 2% | |||
Oxbow Realty | Oxbow Realty | ||||
Related Party Transaction [Line Items] | ||||
Expenses from related party transaction | $ 1,950 | |||
Oxbow Realty | Oxbow Industries LLC | ||||
Related Party Transaction [Line Items] | ||||
Expenses from related party transaction | $ 1,950 | |||
Maximum | Oxbow Industries LLC | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction | $ 700 |
Related Party Transactions - Su
Related Party Transactions - Summary of Minimum Lease Payments Sale Lease back Transactions (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jan. 03, 2022 |
Related Party Transaction [Line Items] | ||
2023 | $ 50 | |
2024 | 52 | |
2025 | 53 | |
2026 | 0 | |
Total lease payments | 155 | |
Less: imputed interest | (11) | |
Total | 144 | $ 184 |
Oxbow Realty | ||
Related Party Transaction [Line Items] | ||
2023 | 4,932 | |
2024 | 5,031 | |
2025 | 5,132 | |
2026 | 5,234 | |
Thereafter | 84,116 | |
Total lease payments | 104,445 | |
Less: imputed interest | (76,818) | |
Total | $ 27,627 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jan. 01, 2023 | Apr. 01, 2022 | Jan. 03, 2022 | Jan. 02, 2022 | Mar. 31, 2020 | |
Leases [Abstract] | |||||
Operating lease right-of-use assets | $ 141 | $ 184 | $ 0 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets | |||
Total lease liabilities | $ 144 | $ 184 | |||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accrued expenses, Other long-term liabilities | ||||
Finance lease term | 15 years | ||||
Total lease payments | 17,091 | $ 14,000 | |||
Short-term lease cost | 279 | ||||
Revenue from operating lease | $ 21,000 | ||||
Estimated lease term | 4 years 6 months | ||||
Carrying value, net of lease | 27,000 | ||||
Accumulated depreciation of carrying value of lease | $ 2,902 | $ 1,558 |
Leases - Lease Expenses (Detail
Leases - Lease Expenses (Details) $ in Thousands | 12 Months Ended |
Jan. 01, 2023 USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 52 |
Amortization of assets | 1,834 |
Interest on lease liabilities | 763 |
Variable lease cost | 0 |
Total net lease cost | $ 2,649 |
Leases - Supplemental Cashflow
Leases - Supplemental Cashflow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows used for operating leases | $ 49 | ||
Operating cash flows used for finance leases | 757 | ||
Financing cash flows used for finance leases | 1,603 | $ 1,115 | $ 0 |
Right of use assets obtained in exchange for lease liabilities: | |||
Operating leases | 184 | ||
Finance leases | $ 9,126 |
Leases - Weighted Average Lease
Leases - Weighted Average Lease Term and Discount Rates (Details) | Jan. 01, 2023 |
Weighted average remaining lease term: | |
Operating leases | 3 years |
Finance leases | 13 years 8 months 12 days |
Weighted average discount rate: | |
Operating leases | 4.80% |
Finance leases | 8.60% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jan. 03, 2022 | Jan. 02, 2022 |
Leases [Abstract] | |||
Operating lease right-of-use assets | $ 141 | $ 184 | $ 0 |
Finance lease right-of-use assets | 9,740 | ||
Total lease right-of-use assets | 9,881 | ||
Current portion of operating lease liabilities | 44 | ||
Operating lease liabilities, excluding current portion | 100 | $ 0 | |
Total | 144 | $ 184 | |
Current portion of finance lease liabilities | 786 | ||
Finance lease liabilities, excluding current portion | 9,257 | ||
Total finance lease liabilities | 10,043 | ||
Total lease liabilities | $ 10,187 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities |
Leases - Future Maturities of L
Leases - Future Maturities of Lease Liability (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Apr. 01, 2022 | Jan. 03, 2022 |
Operating Leases | |||
2023 | $ 50 | ||
2024 | 52 | ||
2025 | 53 | ||
2026 | 0 | ||
2027 | 0 | ||
Thereafter | 0 | ||
Total lease payments | 155 | ||
Less imputed interest | (11) | ||
Total lease liabilities | 144 | $ 184 | |
Finance Leases | |||
2023 | 1,458 | ||
2024 | 1,234 | ||
2025 | 1,155 | ||
2026 | 1,157 | ||
2027 | 1,144 | ||
Thereafter | 10,943 | ||
Total lease payments | 17,091 | $ 14,000 | |
Less imputed interest | (7,048) | ||
Total lease liabilities | 10,043 | ||
Total | |||
2023 | 1,508 | ||
2024 | 1,286 | ||
2025 | 1,208 | ||
2026 | 1,157 | ||
2027 | 1,144 | ||
Thereafter | 10,943 | ||
Total lease payments | 17,246 | ||
Less imputed interest | (7,059) | ||
Total lease liabilities | $ 10,187 |
Inventory Write-down (Details)
Inventory Write-down (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Inventory Disclosure [Abstract] | |||
Inventory write-down | $ 0 | $ 13,442 | $ 0 |
Variable Interest Entity - Summ
Variable Interest Entity - Summary of Condensed Balance Sheet Statements (Details) - USD ($) $ in Thousands | Jan. 01, 2023 | Jan. 02, 2022 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Cash and cash equivalents | $ 30,025 | $ 12,917 |
Total assets | 305,764 | 263,598 |
Debt | 92,853 | 59,449 |
Total liabilities | 251,787 | 203,671 |
VIEs | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Cash and cash equivalents | 16 | 475 |
Prepaid expenses | 860 | 192 |
Finance receivable | 37,652 | 37,437 |
Other assets | 256 | 200 |
Total assets | 38,784 | 38,304 |
Accounts payable | 117 | 1,232 |
Accrued expenses | 1,581 | 479 |
Debt | 36,778 | 37,793 |
Total liabilities | $ 38,476 | $ 39,504 |
Variable Interest Entity - Su_2
Variable Interest Entity - Summary of Condensed Income Statements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Condensed Income Statements, Captions [Line Items] | |||
Interest expense | $ 5,194 | $ 3,542 | $ 5,499 |
Net loss attributable to SkyWater Technology, Inc. | (39,593) | (50,696) | (20,617) |
VIEs | |||
Condensed Income Statements, Captions [Line Items] | |||
Revenue | 5,052 | 5,018 | 1,345 |
General and administrative expenses | 1,016 | 382 | 213 |
Interest expense | 1,314 | 1,343 | 229 |
Total expenses | 2,330 | 1,725 | 442 |
Net loss attributable to SkyWater Technology, Inc. | $ 2,722 | $ 3,293 | $ 903 |
Condensed Financial Informati_3
Condensed Financial Information (Parent Company Only) - Condensed Balance Sheets (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2023 | Jan. 02, 2022 | Apr. 14, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 30,025 | $ 12,917 | |
Income tax receivable | 169 | 745 | |
Total current assets | 116,551 | 74,397 | |
Total assets | 305,764 | 263,598 | |
Current liabilities: | |||
Short-term financing, net of unamortized debt issuance costs | 55,817 | 0 | |
Current portion of long-term debt | 1,855 | 1,021 | |
Current portion of contingent consideration | 0 | 816 | |
Total current liabilities | 132,172 | 47,765 | |
Long-term liabilities: | |||
Long-term debt, less current portion and net of unamortized debt issuance costs | 35,181 | 58,428 | |
Total liabilities | 251,787 | 203,671 | |
Commitments and contingencies (Note 13) | |||
Shareholders’ equity: | |||
Preferred stock, $0.01 par value per share (80,000,000 and 80,000,000 shares authorized; zero issued and outstanding) | 0 | 0 | |
Common stock, $0.01 par value per share (200,000,000 and 200,000,000 shares authorized; 43,704,876 and 39,836,038 shares issued and outstanding) | 437 | 398 | |
Additional paid-in capital | 147,304 | 115,208 | |
Accumulated deficit | (94,072) | (54,479) | |
Total shareholders’ equity, SkyWater Technology, Inc. | 53,669 | 61,127 | |
Total liabilities and shareholders’ equity | $ 305,764 | $ 263,598 | |
Preferred stock, par value per share (in USD per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 80,000,000 | 80,000,000 | 80,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, par value per share (in USD per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 43,704,876 | 39,836,038 | |
Common stock, shares outstanding (in shares) | 43,704,876 | 39,836,038 | |
Parent Company | |||
Current assets: | |||
Cash and cash equivalents | $ 0 | $ 0 | |
Income tax receivable | 169 | 745 | |
Total current assets | 169 | 745 | |
Due from subsidiaries | 54,032 | 24,419 | |
Investment in subsidiaries | 53,669 | 61,127 | |
Deferred income tax asset | 1,616 | 404 | |
Total assets | 109,486 | 86,695 | |
Current liabilities: | |||
Short-term financing, net of unamortized debt issuance costs | 55,817 | 0 | |
Current portion of long-term debt | 0 | 0 | |
Income taxes payable | 0 | 0 | |
Current portion of contingent consideration | 0 | 816 | |
Total current liabilities | 55,817 | 816 | |
Long-term liabilities: | |||
Long-term debt, less current portion and net of unamortized debt issuance costs | 0 | 24,752 | |
Contingent consideration, less current portion | 0 | 0 | |
Total liabilities | 55,817 | 25,568 | |
Commitments and contingencies (Note 13) | |||
Shareholders’ equity: | |||
Preferred stock, $0.01 par value per share (80,000,000 and 80,000,000 shares authorized; zero issued and outstanding) | 0 | 0 | |
Common stock, $0.01 par value per share (200,000,000 and 200,000,000 shares authorized; 43,704,876 and 39,836,038 shares issued and outstanding) | 437 | 398 | |
Additional paid-in capital | 147,304 | 115,208 | |
Accumulated deficit | (94,072) | (54,479) | |
Total shareholders’ equity, SkyWater Technology, Inc. | 53,669 | 61,127 | |
Total liabilities and shareholders’ equity | $ 109,486 | $ 86,695 | |
Preferred stock, par value per share (in USD per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 80,000,000 | 80,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Common stock, par value per share (in USD per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |
Common stock, shares issued (in shares) | 43,704,876 | 39,836,038 | |
Common stock, shares outstanding (in shares) | 43,704,876 | 39,836,038 |
Condensed Financial Informati_4
Condensed Financial Information (Parent Company Only) - Condensed Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 01, 2023 | Jan. 02, 2022 | Jan. 03, 2021 | |
Condensed Income Statements, Captions [Line Items] | |||
Revenue | $ 212,941 | $ 162,848 | $ 140,438 |
Operating loss | (29,767) | (57,104) | (8,642) |
Other income (expense), net | (6,295) | 2,911 | (6,153) |
Loss before income taxes | (36,062) | (54,193) | (14,795) |
Income tax expense (benefit) | 809 | (6,790) | 4,919 |
Net loss attributable to SkyWater Technology, Inc. | $ (39,593) | $ (50,696) | $ (20,617) |
Net loss per unit, basic (in USD per share) | $ (0.97) | $ (1.76) | $ (1.15) |
Net loss per unit, diluted (in USD per share) | $ (0.97) | $ (1.76) | $ (1.15) |
Parent Company | |||
Condensed Income Statements, Captions [Line Items] | |||
Revenue | $ 0 | $ 0 | $ 0 |
Operating expenses | 0 | 0 | 0 |
Operating loss | 0 | 0 | 0 |
Other income (expense), net | 0 | 0 | 0 |
Loss before income taxes | 0 | 0 | 0 |
Income tax expense (benefit) | 0 | 0 | 0 |
Equity in net loss of subsidiaries | (39,593) | (50,696) | (20,617) |
Net loss attributable to SkyWater Technology, Inc. | $ (39,593) | $ (50,696) | $ (20,617) |
Net loss per unit, basic (in USD per share) | $ (0.97) | $ (1.76) | |
Net loss per unit, diluted (in USD per share) | (0.97) | (1.76) | |
Parent Company | Class B Units | |||
Condensed Income Statements, Captions [Line Items] | |||
Net loss per unit, basic (in USD per share) | (1.15) | ||
Net loss per unit, diluted (in USD per share) | $ (1.15) |