SkyWater Technology (SKYT) 10-K 15 Mar 24 2023 FY Annual report Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Mar. 13, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
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	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 174.6
Entity Common Stock, Shares Outstanding (in shares)		47,280,206
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 December 31, 2023 are incorporated by reference in Part III of this Annual Report on Form 10-K.
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Central Index Key	0001819974
Amendment Flag	false

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 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	Dec. 31, 2023	Jan. 01, 2023
Current assets
Cash and cash equivalents	$ 18,382	$ 30,025
Accounts receivable (net of allowance for credit losses of $180 and $1,638, respectively)	65,961	28,045
Contract assets (net of allowance for credit losses of $99 and $0, respectively)	29,666	34,625
Inventory	15,341	13,397
Prepaid expenses and other current assets	16,853	10,290
Income tax receivable	172	169
Total current assets	146,375	116,551
Property and equipment, net	159,367	179,915
Intangible assets, net	5,672	5,608
Other assets	5,342	3,690
Total assets	316,756	305,764
Current liabilities
Current portion of long-term debt	3,976	1,855
Accounts payable	19,614	21,102
Accrued expenses	48,291	25,212
Short-term financing, net of unamortized debt issuance costs	22,765	55,817
Contract liabilities	49,551	28,186
Total current liabilities	144,197	132,172
Long-term liabilities
Long-term debt, less current portion and net of unamortized debt issuance costs	36,098	35,181
Long-term incentive plan	0	1,643
Long-term contract liabilities	65,754	67,967
Deferred income tax liability, net	679	1,239
Other long-term liabilities	9,327	13,585
Total long-term liabilities	111,858	119,615
Total liabilities	256,055	251,787
Commitments and Contingencies
Shareholders’ equity
Preferred stock, $0.01 par value per share (80,000,000 shares authorized; zero shares issued and outstanding as of December 31, 2023 and January 1, 2023)	0	0
Common stock, $0.01 par value per share (200,000,000 shares authorized; 47,028,159 and 43,704,876 shares issued and outstanding as of December 31, 2023 and January 1, 2023, respectively)	470	437
Additional paid-in capital	178,473	147,304
Accumulated deficit	(125,203)	(94,072)
Total shareholders’ equity, SkyWater Technology, Inc.	53,740	53,669
Noncontrolling interests	6,961	308
Total shareholders' equity	60,701	53,977
Total liabilities and shareholders’ equity	$ 316,756	$ 305,764

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022	Apr. 14, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 180	$ 1,638	$ 0
Contract with customer, asset, allowance for credit loss	$ 99	$ 0	$ 0
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)	47,028,159	43,704,876
Common stock, shares outstanding (in shares)	47,028,159	43,704,876

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Income Statement [Abstract]
Revenue	$ 286,682	$ 212,941	$ 162,848
Cost of revenue
Cost of revenue, before inventory write-down	227,390	186,974	156,878
Inventory write-down (Note 15)	0	0	13,442
Total cost of revenue	227,390	186,974	170,320
Gross profit (loss)	59,292	25,967	(7,472)
Research and development expense	10,169	9,431	8,747
Selling, general, and administrative expense	63,911	46,303	43,595
Change in fair value of contingent consideration	0	0	(2,710)
Operating loss	(14,788)	(29,767)	(57,104)
Other (expense) income
Paycheck Protection Program loan forgiveness	0	0	6,453
Loss on debt extinguishment	0	(1,101)	0
Interest expense	(10,826)	(5,194)	(3,542)
Total other (expense) income	(10,826)	(6,295)	2,911
Loss before income taxes	(25,614)	(36,062)	(54,193)
Income tax (benefit) expense	(521)	809	(6,790)
Net loss	(25,093)	(36,871)	(47,403)
Less: net income attributable to noncontrolling interests	5,663	2,722	3,293
Net loss attributable to SkyWater Technology, Inc.	$ (30,756)	$ (39,593)	$ (50,696)
Net loss per share attributable to common shareholders, basic (in USD per share)	$ (0.68)	$ (0.97)	$ (1.76)
Net loss per share attributable to common shareholders, diluted (in USD per share)	$ (0.68)	$ (0.97)	$ (1.76)
Weighted average shares used in computing net loss per common share, basic (in shares)	45,506,598	40,835,186	29,038,174
Weighted average shares used in computing net loss per common share, diluted (in shares)	45,506,598	40,835,186	29,038,174

Consolidated Statements of Shar

Consolidated Statements of Shareholders' (Deficit) Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	IPO	ATM	Secondary Stock Offering	Total Shareholders’ Equity, SkyWater Technology, Inc.	Total Shareholders’ Equity, SkyWater Technology, Inc. Cumulative Effect, Period of Adoption, Adjustment	Total Shareholders’ Equity, SkyWater Technology, Inc. IPO	Total Shareholders’ Equity, SkyWater Technology, Inc. ATM	Total Shareholders’ Equity, SkyWater Technology, Inc. Secondary Stock Offering	Capital Units Class A Units	Capital Units Class B Units	Capital Units Common Units	Preferred Stock	Common Stock	Common Stock IPO	Common Stock ATM	Common Stock Secondary Stock Offering	Additional Paid-in Capital	Additional Paid-in Capital IPO	Additional Paid-in Capital ATM	Additional Paid-in Capital Secondary Stock Offering	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Non-controlling Interests
Common units, balance at the beginning (in shares) at Jan. 03, 2021											0	18,000,000	2,108,000
Preferred stock, balance at the beginning (in shares) at Jan. 03, 2021														0
Common stock, balance at the beginning (in shares) at Jan. 03, 2021															0
Balance at the beginning 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
Other (in shares)													(2,000)
Corporate conversion (in shares)												18,000,000	2,106,000		31,056,000
Corporate conversion	0												$ (3,772)		$ 311				3,461
Issuance of common stock (in shares)																8,004,000
Issuance of common stock			$ 100,162					$ 100,162								$ 80				$ 100,082
Issuance of common stock pursuant to equity compensation plans (in shares)															776,000
Issuance of common stock pursuant to equity compensation plans	0														$ 7				(7)
Equity-based compensation	11,672					11,672													11,672
Net distribution to VIE member	(2,925)																								(2,925)
Net (loss) income	(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															39,836,000
Preferred stock, balance at the end (in shares) at Jan. 02, 2022														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]
Issuance of common stock (in shares)																	912,000	1,917,000
Issuance of common stock				$ 3,489	$ 15,803				$ 3,489	$ 15,803							$ 9	$ 19			$ 3,480	$ 15,784
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
Equity-based compensation	8,344					8,344													8,344
Net distribution to VIE member	(1,214)																								(1,214)
Net (loss) income	$ (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	$ (375)				53,669	$ (375)				$ 0	$ 0	$ 0	$ 0	$ 437				147,304				(94,072)	$ (375)	308
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)																	2,040,000
Issuance of common stock				$ 20,398					$ 20,398								$ 20				$ 20,378
Issuance of common stock pursuant to equity compensation plans (in shares)															1,283,000
Issuance of common stock pursuant to equity compensation plans	3,944					3,944									$ 13				3,931
Equity-based compensation	6,860					6,860													6,860
Net contribution from VIE member	990																								990
Net (loss) income	$ (25,093)					(30,756)																	(30,756)		5,663
Common units, balance at the end (in shares) at Dec. 31, 2023											0	0	0
Common stock, balance at the end (in shares) at Dec. 31, 2023	47,028,159														47,028,000
Preferred stock, balance at the end (in shares) at Dec. 31, 2023	0													0
Balance at the end at Dec. 31, 2023	$ 60,701					$ 53,740					$ 0	$ 0	$ 0	$ 0	$ 470				$ 178,473				$ (125,203)		$ 6,961

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Cash flows from operating activities
Net loss	$ (25,093)	$ (36,871)	$ (47,403)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities
Depreciation and amortization	28,930	28,192	27,368
Inventory write-down	0	0	13,442
Long-term incentive and equity-based compensation	6,860	8,610	12,533
Amortization of debt issuance costs included in interest expense	1,755	909	621
Cash paid for contingent consideration in excess of initial valuation	0	(816)	(7,374)
Deferred income taxes	(560)	244	(7,063)
Provision for credit losses	38	1,638	0
Non-cash revenue related to customer equipment	0	0	(2,481)
Loss on debt extinguishment	0	1,101	0
Gain on Paycheck Protection Program loan forgiveness	0	0	(6,453)
Gain on sale of property and equipment	0	(3)	(2,012)
Write-off of capital projects in process	1,262	0	0
Change in fair value of contingent consideration	0	0	(2,710)
Changes in operating assets and liabilities
Accounts receivable and contract assets	(33,371)	(11,596)	(9,387)
Inventories	(1,944)	(9,225)	(3,773)
Prepaid expenses and other assets	(8,218)	(5,288)	5,098
Accounts payable and accrued expenses	21,273	20,981	(6,481)
Contract liabilities, current and long-term	19,152	(12,749)	(17,150)
Income tax receivable and payable	(3)	576	(2,455)
Net cash provided by operating activities	10,081	(14,297)	(55,680)
Cash flows from investing activities
Purchase of software and licenses	(1,871)	(400)	(1,220)
Proceeds from sale of property and equipment	0	0	2,159
Purchases of property and equipment	(8,618)	(17,053)	(30,762)
Net cash used in investing activities	(10,489)	(17,453)	(29,823)
Cash flows from financing activities
Draws on revolving line of credit	259,350	63,006	0
Paydowns of revolving line of credit	(297,649)	0	0
Net repayment on Revolver	0	(26,220)	(6,081)
Proceeds from tool financings	9,012	0	0
Principal payments on long-term debt	(2,356)	(1,224)	(990)
Cash paid for debt issuance costs	0	(4,168)	(250)
Cash paid for principal on finance leases	(935)	(1,603)	(1,115)
Proceeds from issuance of common stock pursuant to the initial public offering	0	0	104,212
Cash paid for offering costs	0	(456)	(1,867)
Proceeds from the issuance of common stock pursuant to equity compensation plans	2,305	1,800	0
Cash paid on licensed technology obligations	(2,350)	(1,150)	0
Net contributions (distributions) from (to) noncontrolling interest	990	(1,214)	(2,925)
Net cash (used in) provided by financing activities	(11,235)	48,858	90,984
Net change in cash and cash equivalents	(11,643)	17,108	5,481
Cash and cash equivalents - beginning of period	30,025	12,917	7,436
Cash and cash equivalents - end of period	18,382	30,025	12,917
Cash paid during the fiscal year for:
Interest	8,762	4,437	2,738
Income taxes	6	3	2,923
Noncash investing and financing activity:
Capital expenditures incurred, not yet paid	175	1,638	2,168
Common stock issuance costs incurred, not yet paid	0	305	0
Intangible assets acquired, not yet paid	2,000	2,350	0
Equipment acquired through capital lease obligations	662	9,128	3,511
Secondary Stock Offering
Cash flows from financing activities
Proceeds from issuance of common stock	0	16,168	0
ATM
Cash flows from financing activities
Proceeds from issuance of common stock	$ 20,398	$ 3,919	$ 0

Nature of Business

Nature of Business	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Nature of Business SkyWater Technology, Inc., together with its consolidated subsidiaries (collectively, “SkyWater,” the “Company,” “it,” or “its”), is a U.S.-based, independent, pure-play technology foundry that offers advanced semiconductor development and manufacturing services from its fabrication facility, or fab, in Minnesota and advanced packaging services from its Florida facility. SkyWater’s technology-as-a-service model leverages a strong foundation of proprietary technology to co-develop process technology intellectual property with its customers that enables disruptive concepts through its Advanced Technology Services for diverse microelectronics (integrated circuits (“ICs”)) and related micro- and nanotechnology applications. In addition to these differentiated technology development services, SkyWater supports customers with volume production of ICs for high-growth markets through its Wafer Services. Emerging Growth Company Status SkyWater is 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. SkyWater has 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 it (1) is no longer an emerging growth company; or (2) has affirmatively and irrevocably opted out of the extended transition period provided in the JOBS Act. As a result, the consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. SkyWater 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 its initial public offering; (B) in which the Company's total annual gross revenue exceeds $1.235 billion; or (C) when the Company is deemed to be a large accelerated filer, which means the market value of the Company’s common stock that is held by non-affiliates exceeds $700 million as of the prior June 30 th ; or (2) the date on which the Company has issued more than $1 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
	Dec. 31, 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) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements include the Company’s assets, liabilities, revenues, and expenses, as well as the assets, liabilities, revenues, and expenses of subsidiaries in which it has a controlling financial interest, SkyWater Technology Foundry, Inc. (“SkyWater Technology Foundry”), SkyWater Federal, LLC (“SkyWater Federal”), SkyWater Florida, Inc. (“SkyWater Florida”), and Oxbow Realty Partners, LLC (“Oxbow Realty”), a variable interest entity (“VIE”) for which SkyWater is the primary beneficiary and an affiliate of the Company’s principal stockholder. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated statements of operations, shareholders’ (deficit) equity and cash flows are for the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022. The Company’s fiscal year ends on the Sunday closest to the end of the calendar year. The fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022 each contained 52 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 fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, the Company incurred net losses attributable to SkyWater Technology, Inc. of $30,756, $39,593, and $50,696, respectively. As of December 31, 2023 and January 1, 2023, the Company held cash and cash equivalents of $18,382 and $30,025, respectively. SkyWater’s ability to execute its operating strategy is dependent on its ability to maintain liquidity and continue to access capital through the Revolver (as defined in Note 6 – Debt) and other sources of financing. The current business plans indicate that the Company may require additional liquidity to continue its operations and maintain compliance with financial covenants for the next twelve months from the date the consolidated financial statements are issued. The Company has identified specific actions it could take to reduce operating costs to improve cash flow, including reductions in spending and delays in hiring personnel. If such actions are taken, it may require the Company to decrease its level of investment in new products and technologies, or discontinue further expansion of its business. The Company has also obtained a support letter from Oxbow Industries, LLC (“Oxbow Industries”), an affiliate of the Company’s 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 following the date these consolidated financial statements are issued. The support letter expires March 18, 2026. Based upon SkyWater’s operational forecasts, cash and cash equivalents on hand, available borrowings on the Revolver, potential cost reduction measures it could undertake, and the support letter from Oxbow Industries, as needed, management believes SkyWater will have sufficient liquidity to fund its operations for the next twelve months from the date these consolidated financial statements are issued. Additionally, the Company could seek additional equity or debt financing, including a refinancing and/or expansion of the Revolver, however it cannot provide any assurance that additional funds will be available when needed or, if available, will be available on terms that are acceptable to the Company. The Company’s ability to access additional funds depends on prevailing economic conditions and other factors, many of which are beyond SkyWater’s control. SkyWater 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. Use of Estimates The preparation of the 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 as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods then ended. 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. Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss attributable to SkyWater Technology, Inc. by the weighted-average number of shares outstanding during the reporting periods, without consideration for potentially dilutive securities. Diluted net loss per common share is computed by dividing the net loss attributable to SkyWater Technology, Inc. by the weighted-average number of shares and potentially dilutive securities outstanding during the reporting periods determined using the treasury-stock method. Because the Company reported a net loss attributable to SkyWater Technology, Inc. for the fiscal years ended December 31, 2023, 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 December 31, 2023, January 1, 2023, and January 2, 2022, there were restricted stock units and stock options totaling 2,294,000, 2,209,000 and 2,731,000, 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 fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022: Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 (in thousands, except per share data) Numerator: Net loss attributable to SkyWater Technology, Inc. $ (30,756) $ (39,593) $ (50,696) Undistributed preferred return to Class B preferred unitholders — — (398) Net loss attributable to common shareholders $ (30,756) $ (39,593) $ (51,094) Denominator: Weighted-average common shares outstanding, basic and diluted (1) 45,507 40,835 29,038 Net loss per common share, basic and diluted $ (0.68) $ (0.97) $ (1.76) __________________ (1) The weighted-average common shares outstanding for the fiscal 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 fiscal year ended January 2, 2022. Center for NeoVation Through SkyWater’s subsidiary, SkyWater Florida, the Company entered into several agreements on January 25, 2021 with the government of Osceola County, Florida (“Osceola”) and ICAMR, Inc., a Florida non-profit corporation, doing business as BRIDG (“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, SkyWater 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, the Company is responsible for taxes, utilities, insurance and maintenance on the facility, and for operation of the facility. The Company may terminate the TED Agreement and CfN Lease with 18 months’ notice. In the event the Company terminates the agreements, it would be required to continue to operate the center until it finds a replacement operator or the 18 months expire and may be required to make a payment of up to $15,000 to Osceola. SkyWater accounts for the CfN Lease as a lease. Given the nominal minimum lease payments required under the lease, the impact to the consolidated balance sheets was insignificant. As the Company performs under the agreements, any expenses it incurs and any revenue it is able to generate from the operations of CfN will be included in the consolidated statements of operations as they are incurred or earned. If the Company is 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 SkyWater for no consideration at the end of the CfN Lease. At such time that the Company believes the conveyance of the land, buildings, and equipment is reasonably assured, it will record those assets on the consolidated balance sheet at fair value and record a corresponding deferred gain. The Company will subsequently depreciate the assets over their remaining economic life and recognize an equivalent amount of income from the amortization of the deferred gain. Reportable Segment and Geographic Information Reportable 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. SkyWater operates and manages its business as one reportable segment. See Note 4 – Revenue, for disclosure of revenue by country. All of the Company's long-lived assets are located in the United States.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases,” later codified in FASB Accounting Standards Codification (“ASC”) Topic 842, “Leases” (“Topic 842”). Topic 842 was effective for public business entities for fiscal years beginning after December 15, 2018. As an emerging growth company, SkyWater adopted Topic 842 on January 3, 2022 for the year ending January 1, 2023. The guidance in Topic 842 supersedes the guidance in ASC Topic 840, “Leases.” Under Topic 842, lessees are required to recognize lease right of use assets and lease liabilities on its balance sheets. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statements of operations. The Company adopted Topic 842, and all related amendments using the “Comparatives Under 840 Option” transition approach. Under this transition approach, the Company did not restate prior periods, nor restate prior lease disclosures. The Company also elected certain practical expedients allowed by Topic 842 which, among other things, allowed it to carry forward historical lease classification conclusions previously made under Topic 840 and to exclude from the scope of its application of Topic 842 lease arrangements with terms less than twelve months. The most significant impact of adopting Topic 842 was the recognition of lease right-of-use assets and lease liabilities for operating leases. The adoption of Topic 842 resulted in the recognition of an initial right-of-use asset lease liability In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments,” later codified in Topic 326, “Financial Instruments – Credit Losses” (“Topic 326”). Topic 326 replaces the preexisting U.S. GAAP guidance that only required the recognition of credit losses when losses were probable and estimable. Topic 326 now requires recognition of credit losses based on SkyWater’s expectation of losses to be incurred while the financial instrument is held. Topic 326 was effective for most public business entities for fiscal years beginning after December 15, 2019. As an emerging growth company, SkyWater adopted Topic 326 on January 2, 2023 using the modified retrospective approach. Upon adoption, the Company increased its accumulated deficit by $375 for the effects of increasing its allowance for credit losses as of January 2, 2023. All other impacts to SkyWater’s consolidated financial position, results of operations, and cash flows were immaterial. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting.” The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. SkyWater will reflect the amended disclosure requirements of this update in its annual consolidated financial statements for its fiscal year ending December 29, 2024 and for the interim periods in its fiscal year ending December 28, 2025. Given that the Company reports as a single reportable segment, the impacts of adopting the provisions of this update will not be significant. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes.” The amendments in this update improve existing income tax disclosures, notably with respect to the income tax rate reconciliation and income taxes paid disclosures, and are effective for annual periods beginning after December 15, 2025. As an emerging growth company, SkyWater will adopt the amendments in this update for its fiscal year ending January 3, 2027. The Company is evaluating the impacts of the amendments on its consolidated financial statements and the accompanying notes to the financial statements. 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. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in its deposit accounts. Accounts Receivable Accounts receivable are carried at original invoice amount less an estimate made for expected credit losses based on the Company’s expectation of losses to be incurred. Management determines the need for an allowance for credit losses through the review of its historical write-offs and recoveries and assessment of current and future economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. The Company recorded an allowance for credit losses of $180 and $1,638 at December 31, 2023 and January 1, 2023, respectively. Contract Assets Contract assets represent SkyWater’s rights to payments for services it has transferred to its customers but has not yet billed to its customers. Contract assets were $29,666 and $34,625 at December 31, 2023 and January 1, 2023, respectively, and are presented net of allowances for credit losses of $99 and $0, 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, the Company records a charge to cost of goods sold to write down inventories to their estimated net realizable values 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 the Company’s consolidated balance sheets. As discussed in Note 15 – Inventory Write Down , the write-down of inventory which SkyWater is contracted to manufacture for a specific customer is recorded separately in its consolidated statements of operations within cost of revenue. All other write-downs of inventory are recorded within the caption Cost of revenue. Property and Equipment Property and equipment is recorded at cost when acquired. The costs of additions and improvements are capitalized. The cost of repairs and maintenance are expensed in the period incurred. When equipment is sold or retired, the related net carrying amount of the equipment is derecognized and a gain or loss is recorded in the consolidated statements of operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets which are generally seven Intangible Assets Intangible assets consist of (1) purchased software and license costs from the Company’s acquisition of the business in 2017; and (2) payments made under software and technology licensing arrangements with third-parties. During the fiscal years ended December 31, 2023 and January 1, 2023, the Company acquired third-party software and licensed technology of $1,871 and $3,462, respectively, which will be amortized over a weighted average estimated life of 7.5 years and 9.3 years, respectively. Impairment of Long-Lived Assets SkyWater assesses long-lived assets, including property and equipment and intangible assets with definite lives, for impairment using a two-step process whenever events or changes in circumstances indicate that the asset’s or asset group’s carrying amount may not be recoverable. In the first step, SkyWater assesses the recoverability of the asset or asset group by comparing the carrying amount of the asset or asset group against the sum of the undiscounted future cash flows expected to be generated by the asset or asset group. If the sum of undiscounted future cash flows expected to be generated by an asset or asset group exceed the carrying amount of the asset or asset group, the carrying amount of the asset or asset group is recoverable and not impaired; the second step of the assessment is not completed. If the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to be generated by the asset or asset group, SkyWater completes a second step and determines the fair value of the asset or asset group. If the fair value of the asset or asset group exceeds the carrying amount of the asset or asset group, the asset or asset group is not impaired. If the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group an impairment loss is recognized in the consolidated statement of operations to the extent the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group, not to exceed the carrying amount of the asset or asset group. Due to the SkyWater’s history of operating losses, it estimated the fair value of its long-lived assets as of December 31, 2023. As of December 31, 2023, the estimated fair value of the Company’s asset group significantly exceeded its carrying amount. There have been no impairments of long-lived assets during the fiscal years ended December 31, 2023 or January 1, 2023. Deferred Debt Issuance Costs Deferred debt issuance costs consist of costs incurred in relation to obtaining the Company’s financing and revolving credit facility. These costs are amortized over the life of the related agreements using the effective interest method for its financing and the straight-line method for its 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 reduction of the outstanding borrowings in the consolidated balance sheets. 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 SkyWater’s acquisition of the business from Cypress Semiconductor Corporation (“Cypress”), the purchase price of the acquisition was allocated to assets acquired and liabilities assumed, at fair value, and did not result in any goodwill being recorded. The Company 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, the Company revalued future estimated earn-out payments and recorded the changes in fair value of the liability in the 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 and $7,374 was paid during the fiscal years ended January 1, 2023 and January 2, 2022, respectively. During the fiscal year ended January 2, 2022, the Company recorded a contingent consideration benefit of $2,710 to reflect the change in fair value of the contingent consideration obligation in the Company’s consolidated statements of operations. There were no royalty expenses recorded in the years ended December 31, 2023 and January 1, 2023, as the last remaining amounts owed to Cypress related to contingent consideration were paid in the fiscal year ended January 2, 2022. Variable Interest Entities The Company evaluates 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. If an entity is a VIE, SkyWater determines if it is the primary beneficiary of the VIE by assessing whether it has the power to direct the activities that most significantly impact the economic performance of the VIE as well as the obligation to absorb losses or the right to receive benefits that may be significant to the VIE. These determinations are both qualitative and quantitative, and they require management to make judgments and assumptions about the VIE’s forecasted financial performance and the volatility inherent in those forecasted results. The Company regularly reviews all existing entities for events that may result in an entity becoming a VIE, or the Company becoming the primary beneficiary of an existing VIE. See Note 16 – 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 SkyWater. Revenue Recognition Revenue is recognized when control of the promised goods or services are transferred to the Company’s customers, in amounts that reflect the consideration the Company expects to be entitled to in exchange for those goods or services. To recognize revenue, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the customer 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 it satisfies a performance obligation. The Company accounts 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 transaction price is reasonably assured. At contract inception, the Company applies judgment in determining the customer’s ability and intention to pay amounts entitled to the Company 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 SkyWater’s revenue characteristics. The Company primarily derives its revenue from the performance of Advanced Technology Services (“ATS”) process development services and the manufacture and delivery of wafers via Wafer Services. ATS development - ATS development contracts are focused on the performance of process development services, the output of which is a manufacturing plan that defines the steps and activities needed to produce customer wafers at high volumes and with high yields. Wafer manufacturing development services do not include services to manufacture customer wafers at scale. ATS development contracts are complex and wafer manufacturing development services are often either the lone performance obligation in an ATS development contract, or the performance obligation to which the majority of the contract value is allocated. The Company has both fixed price and time-and-materials contracts with its ATS development customers. The Company’s ATS development customers receive the benefits of these services, and revenue from performance of these services are recognized over time as they are performed. Revenue on fixed price contracts is recognized using either an output or input method based upon the method that best measures the value of the services performed for the Company’s customers. Whether an input or output method is selected requires judgment and is subject to thorough analysis of the terms of each fixed price contract. The Company consistently uses either its output method or input method for similar performance obligations and in similar circumstances. The Company’s output method of revenue recognition evaluates the steps and activities needed to complete manufacturing development services and relies on surveys of steps and activities completed and partially completed as of the reporting date in relation to the current manufacturing development plans to measure the level of progress on the service. There are many steps and activities included in the Company’s manufacturing development plans. The time and effort to complete the steps and activities are very similar, which demonstrates a level of uniformity. This uniformity accurately conveys the steps and activities successfully validated during development in relation to the development plan and therefore provides a faithful representation of the progress achieved on wafer manufacturing development services. Based on the level of progress, the Company records the proportion of the transaction price allocated to wafer manufacturing development services as revenue in the period. Manufacturing development plans are subject to change as data is analyzed and the plans are revised. Development of production plans are technical endeavors and adjustment to manufacturing development plans may impact the percentage of progress achieved and result in cumulative adjustments of revenue. The Company uses the input method of revenue recognition for larger customer programs that are focused on development of new applications or whose manufacturing processes will rely on new or emerging technologies. Wafer manufacturing development services for these customers is inherently more complex and requires more changes to manufacturing development plans over the period of service performance. Given the level of technical complexity and the expectation that there will be more changes to manufacturing plans as compared to other customer programs, the Company measures progress for larger customer programs by comparing costs incurred to date to estimated total cost required to complete wafer manufacturing development services. The Company records that proportion of the transaction price allocated to wafer manufacturing development services as revenue in the period. Costs include labor costs, manufacturing costs, material costs, and other direct costs incurred while performing the services. The estimation of total costs requires significant judgment and any adjustment to estimates of total cost may impact the proportion of progress achieved and could result in cumulative adjustments of revenue. When contracts are fixed price, the Company completes an evaluation of onerous ATS development contracts as of the reporting date for each separate contract, not for separate performance obligations in each contract. The Company recognizes losses on onerous ATS development contracts depending on whom the customer is based on the following: • U.S. Federal Government – The Company designates all ATS development contracts with the U.S. Federal Government as production-type service contracts; accordingly, it accrues liabilities for onerous contracts in the period it becomes evident the contract will result in a loss. • Customers other than the U.S. Federal Government – As the Company generally develops wafer manufacturing plans for its customers under ATS development contracts, ATS development contracts with non-U.S. Federal Government ATS development customers do not represent production-type service contracts; accordingly, the Company recognizes losses as the losses are incurred; it does not accrue liabilities for anticipated losses. Tools - The Company procures tools on behalf of certain customers. Tool revenue is recognized at the point in time when control of the tool transfers to the customer. The point in time when control of a tool transfers to the customer is determined by customer contract terms. For some customers, control transfers when the tool is shipped or delivered to a SkyWater facility, while for other customers, control transfers when the tool is installed, qualified, and placed into service at a SkyWater facility. Wafer Services - Wafers are goods that are generally customer specific, highly customized and have no alternative use to the Company. Wafer Services customers contract with the Company to manufacture wafers based on their manufacturing design specifications. The terms of Wafer Services contracts dictate when control over wafers is transferred to the Company's customers. For contracts where orders are non-cancelable and the Company thereby maintain enforceable rights to customer performance, including rights to payment for partially completed wafers at reasonable margins, control over wafers transfers to its customers as wafers are manufactured. For these contracts, the Company recognizes revenue using an input method. This method measures the percentage of completion of wafers still in the manufacturing process by comparing total costs incurred to date to the total estimated costs to manufacture the wafers. The Company records that proportion of the transaction price as revenue in the period. The input method provides the best method of progress as it considers the steps and activities needed to manufacture a wafer and the costs associated with those steps. Costs include labor costs, manufacturing costs, material costs, and other direct costs required to manufacture customers’ wafers. The estimation of total costs requires significant judgment and any adjustment to estimates of cost to complete manufacturing may impact the proportion of completion achieved and could result in cumulative adjustments of revenue. When the Company’s contracts allow for orders to be canceled and it does not maintain enforceable rights to customer performance on canceled orders, including a right to payment for partially completed wafers at reasonable margins, control of wafers transfers to its customers at the point in time when wafer manufacturing is complete, and wafers have been shipped to the customer. In these instances, the Company recognizes revenue based on the agreed shipping terms with its customers. The Company has a long-standing relationship with a significant Wafer Services customer. The terms and conditions of this relationship have evolved over time and have dictated the manner in which the Company recognized revenue for the manufacture of their wafers. Prior to 2021, transfer of control of wafers, and revenue recognition occurred as completed wafers were shipped to the customer. In fiscal year 2021, this customer requested that it be able to purchase wafers and for those wafers to be shipped to them at a later date of their choosing. With the introduction of these bill and hold terms, transfer of control of the wafers, and revenue recognition occurred as wafers completed post-manufacturing electrical testing and became available for shipment to the customer. In March 2022, the Company signed a new contract with this customer pursuant to which orders became non-cancelable and thus there was a right to specific performance by the customer, including an enforceable right to payment for the cost of partially completed orders plus a reasonable profit margin. Given that the wafers produced for this customer are for customer-specific applications with no alternative use, the introduction of these contract terms demonstrated that control of the wafers transfers to the customer over time as the wafers are manufactured pursuant to ASC Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). Accordingly, the Company’s revenue recognition method for wafers produced for this customer transitioned from point in time to over-time using the Company's input method of revenue recognition. In March 2022, the Company recorded a one-time, cumulative adjustment to revenue of $8,290 for wafers still being manufactured at the time the new contract became enforceable. Between 2021 and March 2022, wafers manufactured while bill and hold provisions were in place, were separately identified as belonging to this customer, the wafers were denoted as ready for shipment to this customer in their then current form, and the Company did not have the ability to direct or sell the wafers to a different customer. Upon completion of post-manufacturing electrical testing, the Company had the right to invoice this customer. This customer also obtained legal title and the risks and rewards of ownership at this point. Research and Development Expense Research and development costs are expensed as incurred. Research and development expense include all costs incurred related to internal technology and process improvements and non-customer funded technology transfers. Licensed Technology The Company licenses technology and pays royalties based on the revenue of the related products sold by the Company. Royalties are expensed as incurred and included in cost of revenue in the consolidated statements of operations. Equity-Based Compensation Compensation cost under the Company’s equity-based compensation plans are measured at the grant date based on the fair value of the granted award, and is recognized as expense over the requisite service period. Forfeitures reduce compensation expense for non-vested awards in the period the forfeitures occur. The Black-Scholes option-pricing model is used 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 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. Interest and penalties are recognized within interest expense and income tax (benefit) expense, respectively, in the consolidated statement of operations.

Revenue

Revenue	12 Months Ended
	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Revenue	Revenue Disaggregated Revenue The Company recognizes ATS development, tools, and Wafer Services revenues pursuant to its revenue recognition policies as described in Note 3 – Summary of Significant Accounting Policies. The following tables disclose revenue by product type and the timing of recognition of revenue for transfer of goods and services to customers: Fiscal Year Ended December 31, 2023 Topic 606 Revenue Lease Revenue Per Topic 842 Point-in-Time Over Time Total Revenue ATS development Time and materials contracts $ — $ 122,343 $ — $ 122,343 Fixed price contracts — 83,893 — 83,893 Other — — 4,668 4,668 Total ATS development — 206,236 4,668 210,904 Tools 14,651 — — 14,651 Wafer Services 7,564 53,563 — 61,127 Total $ 22,215 $ 259,799 $ 4,668 $ 286,682 Fiscal Year Ended January 1, 2023 Topic 606 Revenue Lease Revenue Per Topic 842 Point-in-Time Over Time Total Revenue ATS development Time and materials contracts $ — $ 85,294 $ — $ 85,294 Fixed price contracts — 47,938 — 47,938 Other — — 4,668 4,668 Total ATS development — 133,232 4,668 137,900 Tools 1,546 — — 1,546 Wafer Services (1) 20,212 53,283 — 73,495 Total $ 21,758 $ 186,515 $ 4,668 $ 212,941 __________________ (1) As discussed in Note 3 – Summary of Significant Accounting Policies , in March 2022, the Company signed a new contract with a significant Wafer Services customer that resulted in a change from point in time revenue recognition method to an over-time, input revenue recognition method. As a result of the transition, the Company recognized a one-time, cumulative adjustment to Wafer Services revenue of $8,290 for wafers still being manufactured at the time the new contract became enforceable. For the fiscal year ended January 1, 2023, $11,049 of Wafer Services revenues were recognized using the point in time method related to the period before the new contract was enforceable and $48,798 of Wafer Services revenues, inclusive of the one-time, cumulative adjustment, were recognized using the over-time method after the contract was enforceable. Fiscal Year Ended January 2, 2022 Topic 606 Revenue Lease Revenue Per Topic 842 Point-in-Time Over Time Total Revenue ATS development Time and materials contracts $ — $ 48,014 $ — $ 48,014 Fixed price contracts — 39,850 — 39,850 Other — — 4,668 4,668 Total ATS development — 87,864 4,668 92,532 Tools 19,159 — — 19,159 Wafer Services 51,157 — — 51,157 Total $ 70,316 $ 87,864 $ 4,668 $ 162,848 The following table discloses revenue for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022 by country as determined by customer address: Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 United States $ 261,274 $ 184,908 $ 141,106 Canada 8,327 4,135 6,216 Hong Kong 6,406 6,181 923 United Kingdom 4,639 7,147 9,226 All others 6,036 10,570 5,377 Total revenue $ 286,682 $ 212,941 $ 162,848 The following customers accounted for 10% or more of revenue for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022: Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 Customer A 24 % 20 % 24 % Customer B 17 % 28 % 25 % Customer E 15 % 11 % * Customer F 10 % * * 66 % 59 % 49 % __________________ * Represents less than 10% of revenue. The loss of a major customer could adversely affect the Company’s operating results and financial condition. Deferred Contract Costs The Company recognizes 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. Deferred costs are amortized as the related revenue is recognized. The Company recognized amortization of deferred contract costs totaling $847, $1,885, and $1,512 for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. Contract Assets Contract assets represent SkyWater’s rights to payments for services it has transferred to its customers, but has not yet billed to its customers. Contract assets were $29,666 and $34,625 at December 31, 2023 and January 1, 2023, respectively, and are presented net of allowances for credit losses of $99 and $0, respectively. 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 Transfers to accounts receivable, net (33,868) Increase due to revenue recognized in advance of customer billings 29,008 Balance at December 31, 2023 $ 29,765 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. Prior Contract Related to Facility Expansion - During 2019, the Company signed a long-term contract with a significant customer 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. Pursuant to the contract, the material right provides the customer 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. The customer’s ability to exercise its option to acquire product at a discount began once the base contract element was completed in the second quarter of fiscal year 2022 and continues for a period of approximately seven years. Consideration allocated to the material right is being recognized when 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. 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 , the Company executed the LOA pursuant to which it agreed to provide engineering and test wafer services as requested by BRIDG based on its standard hourly and activity-based rates, which are accounted for as revenue over time as it is performed. In addition, the Company 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. The access fee is accounted for as a stand-ready obligation with revenue recognized ratably over 38 months, the life of BRIDG’s third-party contracts for which SkyWater is a subcontractor. The contract liabilities and other significant components of contract liabilities at December 31, 2023 and January 1, 2023 are as follows: December 31, 2023 January 1, 2023 Contract Deferred Revenue (1) Lease Deferred Revenue Total Contract Liabilities Contract Deferred Revenue (1) Lease Deferred Revenue Total Contract Liabilities Current $ 44,883 $ 4,668 $ 49,551 $ 23,519 $ 4,667 $ 28,186 Long-term 63,810 1,944 65,754 61,356 6,611 67,967 Total $ 108,693 $ 6,612 $ 115,305 $ 84,875 $ 11,278 $ 96,153 __________________ (1) Contract deferred revenue includes $59,323 and $68,917 at December 31, 2023 and January 1, 2023, respectively, related to material rights provided to a significant customer in exchange for funding additional manufacturing capacity. Of these amounts, $11,123 and $10,882 were classified as current in the consolidated balance sheets at December 31, 2023 and January 1, 2023, respectively Significant changes in contract liabilities are as follows: 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 Revenue recognized included in the balance at the beginning of the year (22,014) Increase due to payments received, excluding amounts recognized as revenue during the year 45,832 Balance at December 31, 2023 $ 108,693 Remaining Performance Obligations At December 31, 2023, the Company had $127,961 of remaining performance obligations that had not been fully satisfied on contracts with original expected durations of one year or more, which were primarily related to ATS contracts. The Company expects to recognize those revenues as it satisfies its performance obligations, which is not expected to exceed 6.5 years. The Company does not disclose the value of remaining performance obligations for contracts with an original expected duration of one year or less. Further, it does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between when it transfers 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 customers, and the Company records 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. The Company estimates variable consideration at the most likely amount it will receive from customers. It includes 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 its contracts relates to the entire contract. As a result, the variable consideration is allocated proportionately to all performance obligations. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current, and forecasted) that is reasonably available at contract inception. There are no significant instances where variable consideration is constrained and not considered as part of the allocated contract consideration. Contract Modifications

Balance Sheet Information

Balance Sheet Information	12 Months Ended
	Dec. 31, 2023
Balance Sheet Information [Abstract]
Balance Sheet Information	Balance Sheet Information Certain significant amounts included in the Company’s condensed consolidated balance sheets are summarized in the following tables: Fiscal Year Ended Allowance for credit losses - Accounts receivable December 31, 2023 January 1, 2023 Balance at beginning of period $ 1,638 $ — Add Adoption of Credit Loss Standard (Topic 326) 168 — Provision for credit losses 146 1,638 Deduct Accounts written-off 1,772 — Less recoveries of accounts charged-off — — Net account charge-offs (recoveries) 1,772 — Balance at end of period $ 180 $ 1,638 Fiscal Year Ended Allowance for credit losses - Contract assets December 31, 2023 January 1, 2023 Balance at beginning of period $ — $ — Add Adoption of Credit Loss Standard (Topic 326) 207 — Provision for credit losses (108) — Deduct Accounts written-off — — Less recoveries of accounts charged-off — — Net account charge-offs (recoveries) — — Balance at end of period $ 99 $ — Inventory December 31, 2023 January 1, 2023 Raw materials $ 4,775 $ 3,991 Work-in-process 19 359 Supplies and spare parts 10,547 9,047 Total inventories, current 15,341 13,397 Inventory, non-current (1) 3,293 2,605 Total inventory $ 18,634 $ 16,002 __________________ (1) Inventory, non-current consists of spare parts that will not be used within twelve months following the date of the consolidated balance sheets. Prepaid expenses and other current assets December 31, 2023 January 1, 2023 Prepaid expenses $ 2,663 $ 2,395 Prepaid inventory — 129 Equipment purchased for customers (1) 12,737 5,669 Deferred contract costs 1,453 2,097 Total prepaid assets and other current assets $ 16,853 $ 10,290 __________________ (1) The Company acquires equipment for its customers that will be installed and calibrated in SkyWater’s facility. Prior to the customer obtaining ownership and control of the equipment, the Company recorded costs, including the acquisition cost of the equipment, incurred to date within prepaid expenses and other current assets. These deferred costs will be recognized as a cost of revenue when control of the equipment transfers to the customer. Property and equipment, net December 31, 2023 January 1, 2023 Land $ 5,396 $ 5,396 Buildings and improvements 88,782 88,141 Machinery and equipment 193,977 187,276 Fixed assets not yet in service 8,979 9,746 Total property and equipment, at cost (1) 297,134 290,559 Less: accumulated depreciation (1) (137,767) (110,644) Total property and equipment, net (1) $ 159,367 $ 179,915 __________________ (1) Includes $13,332 and $12,521 of cost and $3,976 and $2,781 of accumulated depreciation associated with capital assets subject to financing leases at December 31, 2023 and January 1, 2023, respectively. Depreciation expense was $27,123, $26,353, and $25,478, for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. In December 2021, SkyWater completed an assessment of the useful lives of its 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 SkyWater 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 (1) purchased software and license costs from the Company’s acquisition of the business in 2017; and (2) payments made under software and technology licensing arrangements with third parties. During the fiscal years ended December 31, 2023 and January 1, 2023, the Company acquired third-party software and licensed technology of $1,871 and $3,462, respectively, which will be amortized over a weighted average estimated life of 7.5 years and 9.3 years, respectively. Intangible assets are summarized as follows: Intangible assets, net December 31, 2023 January 1, 2023 Software and licensed technology $ 12,148 $ 10,277 Less: accumulated amortization (6,476) (4,669) Total intangible assets, net $ 5,672 $ 5,608 For the years ended December 31, 2023, January 1, 2023, and January 2, 2022, amortization of software and licenses was $1,807, $1,839, and $1,537, respectively. Remaining estimated aggregate annual amortization expense for intangible assets is as follows for future fiscal years: Amortization 2024 $ 1,269 2025 1,068 2026 758 2027 367 2028 367 Thereafter 1,843 Total $ 5,672 Other assets December 31, 2023 January 1, 2023 Inventory, non-current (1) $ 3,293 $ 2,605 Operating lease right-of-use assets 96 141 Other assets 1,953 944 Total other assets $ 5,342 $ 3,690 __________________ (1) Inventory, non-current consists of spare parts that will not be used within twelve months following the date of the consolidated balance sheets. Accrued expenses December 31, 2023 January 1, 2023 Accrued compensation $ 10,947 $ 5,705 Licensed technology — 1,500 Accrued commissions 488 30 Accrued fixed asset expenditures — 20 Accrued royalties 3,122 4,734 Current portion of operating lease liabilities 48 44 Current portion of finance lease liabilities 645 786 Accrued inventory 1,261 1,294 Accrued consulting fees 9,345 — Accrued restructuring costs (1) 1,319 — Other accrued expenses 21,116 11,099 Total accrued expenses $ 48,291 $ 25,212 __________________ (1) The Company incurred restructuring costs of $1,921 during the fiscal year ended December 31, 2023. The Company has paid $602 to date, with $1,319 remaining to be paid as of December 31, 2023. Other long-term liabilities December 31, 2023 January 1, 2023 Finance lease obligations $ 9,275 $ 9,257 Operating lease liability 52 100 Accrued customer payable — 3,728 Licensed technology — 500 Total other long-term liabilities $ 9,327 $ 13,585

Debt

Debt	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Debt	Debt The components of debt outstanding at December 31, 2023 and January 1, 2023 are as follows: December 31, 2023 January 1, 2023 Short-term financing Revolver $ 21,794 $ 60,093 Tool financing advance payments 3,822 — Unamortized debt issuance costs (2,851) (4,277) Total short-term financing, net of unamortized debt issuance costs 22,765 55,816 Long-term debt VIE Financing 35,765 36,826 Tool financing loans 6,799 3,037 Unamortized debt issuance costs (2,490) (2,826) Total long-term debt, including current maturities 40,074 37,037 Less: Current portion of long-term debt (3,976) (1,855) Total long-term debt, excluding current portion $ 36,098 $ 35,182 Revolver On December 28, 2022, the Company 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 a scheduled maturity date of December 2025 (the “Revolver”). The Company incurred $4,277 of debt issuance costs, which are being 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 its 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 7.0% per annum. The applicable margin is an applicable percentage based on the fixed charge coverage ratio that ranges from 5.25% to 6.25% per annum for term SOFR loans and ranges from 4.25% to 5.25% 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 twelve month basis, of not less than 1.00 to 1.00 if its liquidity is less than $15,000. In addition, the Loan Agreement places certain restrictions on the Company’s 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 its stockholders. The Company is 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 sheets. The outstanding balance of the Revolver was $21,794 as of December 31, 2023 at an interest rate of 10.6% due in December 2025. The remaining availability under the Revolver was $78,205 as of December 31, 2023. As of December 31, 2023, the Company was in compliance with applicable financial covenants of the Revolver. VIE Financing On September 30, 2020, Oxbow Realty, the Company’s consolidated VIE (see Note 13 – Related Party Transactions , and Note 16 – Variable Interest Entity ) entered into a loan agreement for $39,000 (the “VIE Financing”) to finance the acquisition of the building and land of the SkyWater Minnesota facility. The VIE 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 VIE Financing is fixed at 3.44%. The VIE Financing is guaranteed by Oxbow Industries, who is also the sole equity holder of Oxbow Realty. The VIE financing is not subject to financial covenants. The terms of the VIE Financing include provisions that grant the lender several protective rights when certain triggering events defined in the loan agreement occur, including events tied to SkyWater’s occupancy of the SkyWater Minnesota facility and SkyWater’s financial performance. The triggering events are not financial covenants and the occurrence of these triggering events do not represent events of default, nor do they result in the VIE Financing becoming callable, rather the protective rights become enforceable by the lender. Based on the level of SkyWater’s earnings before interest, taxes, depreciation, amortization, and restructuring or rent costs relative to gross rents paid from SkyWater to Oxbow Realty, as defined in the loan agreement, a trigger event exists and the lender’s protective rights are currently enforceable. Pursuant to its protective rights, the lender has retained in a restricted account amounts paid by SkyWater to Oxbow Realty pursuant to the Company’s related party lease agreement that are in excess of the scheduled debt payments paid by Oxbow Realty to the lender. The funds held in the restricted accounts become remittable back to Oxbow Realty once the trigger event is cured. As of December 31, 2023, Oxbow Realty maintained a $7,936 receivable for the cumulative amount of excess payments held by the lender in the restricted account. The VIE Financing is secured by a security interest in the land and building which was the subject of the sale-leaseback transaction (see Note 13 – Related Party Transactions – Sale-Leaseback Transaction ). The Company’s 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 VIE Financing. The Company incurred additional third-party transaction costs of $3,487, which are recognized as debt issuance costs and are being amortized as additional interest expense over the life of the VIE Financing. Tool Financing Loans The Company, from time to time, enters into financing arrangements with lenders to finance the purchase of manufacturing tools and other equipment. Between the fourth quarter of fiscal year 2022 and the fourth quarter of fiscal year 2023, the Company entered into arrangements to sell manufacturing tools and other equipment to financing lenders. In the fourth quarter of fiscal year 2022, these arrangements totaled $3,100 and for fiscal year 2023, these arrangements totaled $5,190. These agreements include bargain purchase options at the end of the lease terms, which the Company intends to exercise. These transactions represent failed sale leasebacks with the associated equipment recorded in property and equipment, net and the proceeds received, net of scheduled repayments of the financings, recorded as debt on the Company’s consolidated balance sheets. Additionally, advance payments of $3,822 have been made to a tool vendor on the Company’s behalf by a lender. When the tool is placed into service, the Company anticipates a financing agreement will be executed to repay the lender the outstanding financial liability over a period of time. The advance payments are recorded as short-term financing on the Company’s consolidated balance sheets. Paycheck Protection Program On April 18, 2020, the Company 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 statements of operations. Maturities The Revolver is due in December 2025. The VIE 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 December 31, 2023 of the Company’s long-term debt are as follows: 2024 $ 3,557 2025 3,879 2026 2,771 2027 1,219 2028 1,259 Thereafter 29,879 Total $ 42,564 Liquidity and Cash Requirements Historically, the Company has addressed its 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. The Company’s ability to execute its operating strategy is dependent on its ability to continue to access capital through the Revolver and other sources of financing and if it were unable to obtain financing on reasonable terms, this may impact its ability to execute its operating strategy.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The components of income tax (benefit) expense are as follows: Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 Current: Federal $ 8 $ 562 $ 379 State 41 3 (106) Total current tax expense 49 565 273 Deferred: Federal (570) 148 (6,794) State — 96 (269) Total deferred tax (benefit) expense (570) 244 (7,063) Income tax (benefit) expense $ (521) $ 809 $ (6,790) 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: Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 Taxes at U.S. statutory tax rate $ (5,379) $ (7,573) $ (11,381) State income taxes, net of federal income tax benefit (1,053) (1,689) (1,023) Paycheck Protection Program loan forgiveness — — (1,477) Permanent differences 580 337 59 Federal tax credits (385) — (400) Return to provision adjustments (399) — — Remeasurement of deferred tax assets and liabilities 548 (1,469) — Change in valuation allowance 6,256 10,035 8,210 Equity-based compensation (200) 652 — Non-deductible executive compensation 891 541 561 Non-controlling interest (1,194) (746) (745) Other (186) 721 (594) Income tax (benefit) expense $ (521) $ 809 $ (6,790) Effective income tax rate 2.0 % (2.2) % 12.5 % The Company’s effective tax rates for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022 differ from the statutory tax rates primarily due to state income taxes, permanent tax differences, the tax impact of the vesting of restricted stock units, and changes in the Company’s 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 significant components of deferred tax assets and liabilities are reflected in the following table: December 31, 2023 January 1, 2023 Deferred tax assets: Deferred compensation and accrued vacation $ 187 $ 493 Deferred revenue 17,295 21,969 Financing lease 9,205 8,621 Net operating loss and credit carryforwards 11,703 11,970 Inventory 5,277 9,414 Equity-based compensation 1,317 1,539 Research and development expense 10,992 2,068 Interest expense limitation 1,973 1,846 Lease liability 2,054 2,213 Other 2,324 645 Total deferred tax assets 62,327 60,778 Deferred tax liabilities: Property and equipment (36,180) (41,652) Prepaids and other (715) (510) Total deferred tax liabilities (36,895) (42,162) Net deferred tax asset 25,432 18,616 Valuation allowance (26,111) (19,855) Net deferred tax liability after valuation allowance $ (679) $ (1,239) 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 $26,111 and $19,855 was recorded as of December 31, 2023 and January 1, 2023, respectively, to reduce the net deferred tax assets to the amount that is more likely than not to be realized. The Company had $10,257 and $11,970 of federal and state net operating loss carryforwards as of December 31, 2023 and January 1, 2023, respectively. 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. The Company's state net operating loss carryforwards will expire over various periods through 2043 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 consolidated balance sheets as the valuation allowance was increased to fully offset this new deferred tax asset. There was no impact to the consolidated statements 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. The Company is not currently under examination by the Internal Revenue Service or in any state jurisdictions, but may be subject to examination in these jurisdictions in the future. The Company’s tax returns are open to examination for the years 2018 through 2022. The Company has analyzed its filing position with the Internal Revenue Service and all state tax jurisdictions where it filed tax returns. Management believes its 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 the Company’s financial condition, results of operations or cash flows. No liability has been recorded for uncertain tax positions. The Company accrues income tax-related interest and penalties, as applicable, in income tax expense in its consolidated statements of operations. No interest and penalties were incurred during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022.

Shareholders' Equity

Shareholders' Equity	12 Months Ended
	Dec. 31, 2023
Stockholders' Equity Note [Abstract]
Shareholders' Equity	Shareholders’ Equity Classes of Equity Units Until the corporate conversion on April 14, 2021, the Company 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, the Company completed a corporate conversion. Pursuant to the certificate of incorporation effected in connection with the corporate conversion, its 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 December 31, 2023, giving effect to the corporate conversion and the Company's initial public offering (“IPO”), 47,028,159 shares of common stock were issued and outstanding. No shares of its preferred stock were outstanding. On April 21, 2021, the Company's 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 its 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 the operating agreement of CMI Acquisition, LLC (“CMI”), the predecessor Company, if all assets of CMI had been sold for a cash amount equal to the pre-offering value of CMI, as such value is determined by CMI’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’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, the Company completed its 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. The Company 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. 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. Pursuant to the agreement, the Company may, from time to time, offer and sell up to $100,000 in shares of the Company’s common stock. During the fiscal year ended December 31, 2023, the Company sold 2,081,167 shares at an average sale price of $10.10 per share, resulting in gross proceeds of approximately $21,029 before deducting sales commissions and fees of approximately $631. During the fiscal year ended January 1, 2023, the Company sold 435,419 shares at an average sale price of $9.28 per share, resulting in gross proceeds of approximately $4,040 before deducting sales commission and fees of approximately $581. The Company used the net proceeds to pay down its Revolver and fund its operations. As of December 31, 2023, $74,930 in shares was available for issuance under the Open Market Sale Agreement. Common Stock Offering On November 17, 2022, the Company 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. The Company received net proceeds of $16,100 from the Offering, after deducting the underwriting discounts and commissions and offering expenses. The net proceeds from the Offering were used primarily for general corporate purposes, which included funding of operations, repayment of indebtedness, additions to working capital, and capital expenditures.

Equity-Based Compensation

Equity-Based Compensation	12 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Equity-Based Compensation	Equity-Based Compensation 2021 Equity Incentive Plan In connection with its IPO, the Company adopted the 2021 Equity Incentive Plan (the “2021 Equity Plan”). The 2021 Equity Plan became effective upon the consummation of the IPO. On June 7, 2023, the stockholders of the Company approved an amendment to increase the number of shares available for issuance under the 2021 Equity Plan. Under the 2021 Equity Plan, as amended, 9,522,000 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. Stock Options Stock options generally vest ratable on each of the first, second, third, and fourth anniversaries of the grant date and expire in ten years from the date of grant, or vest in full on the first anniversary of the grant date and expire 15 months after the grant date. Equity-based compensation expense related to stock option awards was $2,157, $1,647, and $1,348, for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. Forfeitures are recognized as they occur and the stock compensation expense on forfeited awards that have not vested is reversed. 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 expected life of an 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 blended with SkyWater’s historic daily volatility over a period consistent with the expected life assumption ending on the grant date. The risk-free interest rates used in the option valuation model was based on yields available on the grant dates for U.S. Treasury Strips with a maturity consistent with the expected life assumption. The Company assumed no dividend yield in the valuation of the options granted as it has never declared or paid dividends on its common stock and has no current plans to introduce dividends as it intends to retain earnings for use in operations. Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 Expected life 6.25 years 6.25 years 1.13 - 6.25 years Expected volatility 75.1% - 76.5% 73.0% 46.0% Risk-free interest rate 3.47% - 4.66% 2.1% 0.09% - 1.38% The following table summarizes the stock option activity during the fiscal year ended December 31, 2023: Number of Stock Options Weighted Average Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value Balance outstanding as of January 1, 2023 1,110 $ 12.92 Granted 890 9.72 Exercised — — Forfeited or canceled (363) 11.24 Balance outstanding as of December 31, 2023 1,637 11.32 8.5 years $ 619 Balance vested and exercisable as of December 31, 2023 254 $ 12.97 7.7 years $ — The weighted average grant-date fair value of options granted in the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022 was $6.65, $5.50, and $5.38 respectively. As of December 31, 2023, total unrecognized compensation cost related to stock options was $5,961 and is expected to be recognized over the remaining weighted average vesting period of approximately 2.8 years. Restricted Common Stock Units Restricted common stock units are granted to eligible employees and generally vest ratably on each of the first, second, and third anniversaries of the grant date. Restricted common stock units granted to directors vest in full on the first anniversary of the grant date. The common stock relating to 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. Equity-based compensation expense related to restricted common stock unit awards was $3,560, $5,692, and $10,000, for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, respectively. Forfeitures are recognized as they occur and the stock compensation expense on forfeited awards that have not vested are reversed. Total unrecognized compensation cost related to restricted common stock units was $4,503 as of December 31, 2023, and is expected to be recognized over the weighted average vesting period of approximately 1.4 years. The estimated fair value of restricted common stock units is based on the grant date closing price of SkyWater’s common stock for time-based vesting awards. The total fair value of restricted stock units vested during the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022 was $5,001, $6,749, and $13,960 respectively. The following table summarizes the restricted common stock unit activity during the fiscal year ended December 31, 2023: Number of Restricted Common Stock Units Weighted Average Grant Date Fair Value Per Share Balance outstanding as of January 1, 2023 1,099 $ 7.99 Granted 555 9.88 Vested (808) 6.19 Forfeited or canceled (189) 11.24 Balance outstanding as of December 31, 2023 657 $ 10.18 2021 Employee Stock Purchase Plan In connection with SkyWater’s IPO, the Company also adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). On June 7, 2023, the stockholders of the Company approved an amendment to increase the number of shares available for issuance under the 2021 ESPP. A maximum of 1,464,000 shares of its common stock has been reserved for issuance under the 2021 ESPP, as amended. Under the 2021 ESPP, eligible employees may purchase common stock through payroll deductions at a discount not to exceed 15% of the lower of the fair market values of SkyWater’s common stock as of the beginning or end of each offering period, which may range from six 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. 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. 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 Company assumed no dividend yield in the valuation of the options granted as it has never declared or paid dividends on its common stock and has no current plans to introduce dividends as it intends to retain earnings for use in operations. Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 Expected life 0.5 years 0.5 years 0.5 years Expected volatility 75.1% 73.0% 46.3% Risk-free interest rate 5.34% 3.34% 0.06% Weighted average grant-date fair value per share $3.57 $4.45 $8.87 Equity-Based Compensation Expense Allocation Equity-based compensation expense was allocated in the consolidated statements of operations as follows: Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 Cost of revenue $ 1,555 $ 2,470 $ 2,550 Research and development expense 464 575 1,148 Selling, general and administrative expense 4,841 5,171 7,979 $ 6,860 $ 8,216 $ 11,677

Benefit Plans

Benefit Plans	12 Months Ended
	Dec. 31, 2023
Retirement Benefits [Abstract]
Benefit Plans	Benefit Plans 401(k) Plan The Company established a defined contribution plan which qualifies under Section 401(k) of the U.S. Internal Revenue Code (the “Code”) and covers employees who meet certain age and service requirements. Employee contributions are limited to the maximum amount allowed by the Code. The Company may make discretionary matching contributions or profit-sharing contributions, which vest over a two-year period. For the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022, the Company made contributions of $1,879, $1,531, and $1,751, respectively. Long-Term Incentive Plan The Company 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. Employees 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 annually by the percentage change in the appraised value of the Company. 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 Section 409(A) of the Code, payouts could not occur within twelve 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 shares of the Company’s common stock in four equal payments beginning in June 2022, and ending in March 2023. Following the March 2023 distribution, the assets of the plan are fully distributed to participants. The value of the LTIP award was recognized as expense over the requisite service period in the consolidated statements of operations. Total compensation expense related to the LTIP was $390 and $855 for the fiscal years ended January 1, 2023, and January 2, 2022, respectively.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Fair value represents 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, the Company uses 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 were used in the valuation of the Company's contingent consideration obligation. The change in level 3 assets measured at fair value on a recurring basis is summarized as follows: Contingent Balance at January 2, 2022 $ 816 Payments (816) Change in fair value — Balance at January 1, 2023 — Payments Change in fair value — Balance at December 31, 2023 $ — The change in fair value is reflected in the consolidated statements of operations. The fair value of the Company’s contingent consideration liability was determined using forecasted receipts of projected future revenues of Advanced Technology Services. The royalty was paid out quarterly through fiscal year 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 fiscal year 2022. 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 December 31, 2023 and January 1, 2023 due to the short maturity of these items. The carrying amount of the borrowing under the Revolver approximates its fair value due to the frequency of the floating interest rate resets on the debt. The fair value of the Revolver was determined based on inputs that are classified as Level 2 in the fair value hierarchy. The Company's 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 December 31, 2023 and January 1, 2023, the Company 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
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Self-Insurance The Company maintains a self-insurance program for its employees’ health care costs. It is liable for losses on claims up to $200 per individual and $9,138 in total for all individuals as of December 31, 2023. The Company maintains 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 $568 and $736 as of December 31, 2023 and January 1, 2023, respectively, was recorded in accrued expenses in the consolidated balance sheets. Litigation From time to time, the Company is involved in legal proceedings and subject to claims arising in the ordinary course of its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the resolution of these ordinary-course matters will not have a material adverse effect on its business, operating results, financial condition or cash flows. Even if any particular litigation is resolved in a manner that is favorable to its interests, such litigation can have a negative impact on the Company because of defense and settlement costs, diversion of management resources from its business, and other factors. Capital Expenditures The Company has various contracts outstanding with third parties which primarily relate to semiconductor tool purchases and installation. The Company has approximately $7,910 and $4,836 of contractual commitments outstanding expected to be paid in the next twelve months using cash on hand and operating cash flows as of December 31, 2023 and January 1, 2023, respectively. 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 $9,356 and $9,740 at December 31, 2023 and January 1, 2023, respectively. Center for NeoVation On January 25, 2021, the Company entered into a technology and economic development agreement (the “TED Agreement”), and a lease agreement (the “CfN Lease”) with the government of Osceola County, Florida (“Osceola”) and ICAMR, Inc., a Florida non-profit corporation (also known as “BRIDG”), to lease and operate the Center for NeoVation (the “CfN”), a semiconductor research and development and manufacturing facility in Florida. Under the CfN Lease, the Company agrees to bring the plant to full production capacity within five years, and then to operate the plant at full capacity for an additional 15 years. At the end of the lease, SkyWater will take ownership of the facility. The Company is responsible for taxes, utilities, insurance, maintenance, operation of the assets, and making capital investments in the facility to bring the facility to its full production capacity. Investments and costs required to bring the facility to its full capacity will be substantial. The Company may terminate the TED Agreement and CfN Lease with 18 months’ notice. In the event the Company terminates the agreements, it is required to continue to operate the CfN until the earlier of either a replacement operator is found, or the 18-months’ notice period expires, and it may be required to make a payment of up to $15,000 to Osceola. Build Back Better Grant In the third quarter of 2022, the U.S. Department of Commerce Economic Development Administration granted funds to Osceola and BRIDG for continued development of Central Florida’s Semiconductor Cluster for Broad-Based Prosperity through the Build Back Better Regional Challenge, a portion of which is committed to the expansion of the CfN and purchase, installation, and qualification of equipment in the CfN. In February 2023, SkyWater committed to a 20% matching share contribution of the project costs to Osceola totaling approximately $9,100. SkyWater’s commitment to fund this matching contribution is limited to $1,000 in any single calendar quarter. As of December 31, 2023, SkyWater has not been obligated to pay any portion of the matching contribution to which it has committed.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Oxbow Industries, an affiliate of the Company’s principal stockholder, provided management and financial consulting services to us for an annual management fee not to exceed $700. The Company incurred management fees to Oxbow Industries of $215 for the fiscal year ended January 2, 2022, which has been expensed and included in selling, general and administrative expenses in the Company’s consolidated statements of operations. A member of the board of directors provided legal and professional services to the Company. SkyWater incurred fees of $117 for the fiscal year ended January 2, 2022, which has been expensed and included in selling, general and administrative expenses in the consolidated statements of operations. This arrangement has been terminated. In August 2022, SkyWater entered into a support letter with Oxbow Industries to provide funding in an amount up to $12,500, if necessary, to enable the Company to meet its obligations as they become due. In March 2024, the agreement was amended to extend the term through March 18, 2026. No amounts have been provided to the Company under this agreement. In August 2023, SkyWater entered into a consulting arrangement with Oxbow Industries for optimization of fab operations for which we recognized $1,161 of expense within cost of revenue in the Company’s consolidated statements of operations for the fiscal year ended December 31, 2023. Oxbow Realty, the Company’s consolidated VIE, maintains arrangements with other Oxbow affiliated entities that it recognizes in its financial statements. The Company’s consolidated financial statements include $1,204 of accounts payable in relation to these arrangements. Sale-Leaseback Transaction On September 29, 2020, SkyWater entered into an agreement to sell the land and building of its Minnesota facility to Oxbow Realty, an affiliate of the Company’s 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 the Company’s principal owner of $1,950, representing fees to secure a guarantee of Oxbow Realty’s loan from a bank. In the fourth quarter of 2020, SkyWater 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. In the most recent month, the rental payment to Oxbow Realty was $418. The Company is 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 December 31, 2023 were as follows (such amounts are eliminated from the consolidated financial statements due to the consolidation of Oxbow Realty, see Note 16 – Variable Interest Entity ): 2024 $ 5,048 2025 5,149 2026 5,252 2027 5,357 2028 5,464 Thereafter 72,408 Total lease payments 98,678 Less: imputed interest (70,802) Total $ 27,876

Leases

Leases	12 Months Ended
	Dec. 31, 2023
Leases [Abstract]
Leases	Leases The Company leases certain property and equipment, such as its Minnesota facility, its office location in Florida, and certain production equipment under finance leases. It also leases its manufacturing location in Florida and warehouse space in Minnesota under operating leases. The Company determines if an arrangement is a lease at inception. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its 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, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Some of the leases include options to extend or cancel the lease term, which is only included in the lease liability and right-of-use assets calculation when it is reasonably certain the Company will exercise that option at the inception of the lease. As of December 31, 2023, the Company did not intend to exercise its lease extension or cancellation options. The Company has 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: Fiscal Year Ended December 31, 2023 January 1, 2023 Operating lease cost $ 51 $ 52 Finance lease cost Amortization of assets 1,204 1,834 Interest on lease liabilities 848 763 Total net lease cost $ 2,103 $ 2,649 Short-term lease cost amounted to $23 and $279 for the fiscal years ended December 31, 2023 and January 1, 2023, respectively. Supplemental cash flow information related to leases are as follows: Fiscal Year Ended December 31, 2023 January 1, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used for operating leases $ 49 $ 49 Operating cash flows used for finance leases 848 757 Financing cash flows used for finance leases 935 1,603 Right of use assets obtained in exchange for lease liabilities Operating leases — 184 Finance leases 811 9,126 The weighted average remaining lease term and weighted average discount rates related to leases are as follows: December 31, 2023 January 1, 2023 Weighted average remaining lease term Operating leases 2.0 years 3.0 years Finance leases 12.5 years 13.7 years Weighted average discount rate Operating leases 4.8% 4.8% Finance leases 8.7% 8.6% Supplemental balance sheet information related to leases is as follows: Leases Classification December 31, 2023 January 1, 2023 Assets Operating lease right-of-use assets Other assets $ 96 $ 141 Finance lease right-of-use assets Property and equipment, net 9,356 9,740 Total lease right-of-use assets 9,452 9,881 Operating lease liabilities Current portion of operating lease liabilities Accrued expenses 48 44 Operating lease liabilities, excluding current portion Other long-term liabilities 52 100 Total operating lease liabilities 100 144 Finance lease liabilities Current portion of finance lease liabilities Accrued expenses 645 786 Finance lease liabilities, excluding current portion Other long-term liabilities 9,275 9,257 Total finance lease liabilities 9,920 10,043 Total lease liabilities $ 10,020 $ 10,187 Future maturities of lease liabilities as of December 31, 2023 are as follows: Fiscal Year Operating Leases Finance Leases Total 2024 $ 52 $ 1,432 $ 1,484 2025 53 1,353 1,406 2026 — 1,354 1,354 2027 — 1,341 1,341 2028 — 1,135 1,135 Thereafter — 9,700 9,700 Total lease payments 105 16,315 16,420 Less imputed interest (5) (6,395) (6,400) Total lease liabilities $ 100 $ 9,920 $ 10,020 SkyWater as the Lessor In March 2020, SkyWater executed a contract with a customer that includes the right to use of a portion of the Company’s 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 The Company leases certain property and equipment, such as its Minnesota facility, its office location in Florida, and certain production equipment under finance leases. It also leases its manufacturing location in Florida and warehouse space in Minnesota under operating leases. The Company determines if an arrangement is a lease at inception. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its 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, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Some of the leases include options to extend or cancel the lease term, which is only included in the lease liability and right-of-use assets calculation when it is reasonably certain the Company will exercise that option at the inception of the lease. As of December 31, 2023, the Company did not intend to exercise its lease extension or cancellation options. The Company has 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: Fiscal Year Ended December 31, 2023 January 1, 2023 Operating lease cost $ 51 $ 52 Finance lease cost Amortization of assets 1,204 1,834 Interest on lease liabilities 848 763 Total net lease cost $ 2,103 $ 2,649 Short-term lease cost amounted to $23 and $279 for the fiscal years ended December 31, 2023 and January 1, 2023, respectively. Supplemental cash flow information related to leases are as follows: Fiscal Year Ended December 31, 2023 January 1, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used for operating leases $ 49 $ 49 Operating cash flows used for finance leases 848 757 Financing cash flows used for finance leases 935 1,603 Right of use assets obtained in exchange for lease liabilities Operating leases — 184 Finance leases 811 9,126 The weighted average remaining lease term and weighted average discount rates related to leases are as follows: December 31, 2023 January 1, 2023 Weighted average remaining lease term Operating leases 2.0 years 3.0 years Finance leases 12.5 years 13.7 years Weighted average discount rate Operating leases 4.8% 4.8% Finance leases 8.7% 8.6% Supplemental balance sheet information related to leases is as follows: Leases Classification December 31, 2023 January 1, 2023 Assets Operating lease right-of-use assets Other assets $ 96 $ 141 Finance lease right-of-use assets Property and equipment, net 9,356 9,740 Total lease right-of-use assets 9,452 9,881 Operating lease liabilities Current portion of operating lease liabilities Accrued expenses 48 44 Operating lease liabilities, excluding current portion Other long-term liabilities 52 100 Total operating lease liabilities 100 144 Finance lease liabilities Current portion of finance lease liabilities Accrued expenses 645 786 Finance lease liabilities, excluding current portion Other long-term liabilities 9,275 9,257 Total finance lease liabilities 9,920 10,043 Total lease liabilities $ 10,020 $ 10,187 Future maturities of lease liabilities as of December 31, 2023 are as follows: Fiscal Year Operating Leases Finance Leases Total 2024 $ 52 $ 1,432 $ 1,484 2025 53 1,353 1,406 2026 — 1,354 1,354 2027 — 1,341 1,341 2028 — 1,135 1,135 Thereafter — 9,700 9,700 Total lease payments 105 16,315 16,420 Less imputed interest (5) (6,395) (6,400) Total lease liabilities $ 100 $ 9,920 $ 10,020 SkyWater as the Lessor In March 2020, SkyWater executed a contract with a customer that includes the right to use of a portion of the Company’s 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
	Dec. 31, 2023
Inventory Disclosure [Abstract]
Inventory Write-down	Inventory Write Down

Variable Interest Entity

Variable Interest Entity	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [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 the land and building of SkyWater’s Minnesota facility with proceeds from a bank loan (See Note 6 – Debt ) and managing the leaseback of the land and building to SkyWater (see Note 13 – Related Party Transactions ). Management determined that Oxbow Realty meets the definition of a VIE under ASC Topic 810, “ Consolidations” (“Topic 810”) , because it lacks sufficient equity to finance its activities. Furthermore, the Company is the primary beneficiary of Oxbow Realty as it has the power to direct operating and maintenance decisions of the Minnesota facility during the lease term, which would most significantly affect Oxbow Realty’s economic performance. As the primary beneficiary, the Company consolidates the assets, liabilities and results of operations of Oxbow Realty pursuant to Topic 810, eliminating any transactions between the Company and Oxbow Realty, and recording a noncontrolling interest for the economic interest in Oxbow Realty not attributable to the Company because the owners of SkyWater’s common stock do not legally have rights or obligations to the profits or losses of Oxbow Realty. 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 the Company as of December 31, 2023 and January 1, 2023. The assets and liabilities are presented prior to consolidation, and thus do not reflect the elimination of intercompany balances. December 31, 2023 January 1, 2023 Cash and cash equivalents $ 9 $ 16 Accounts receivable 8,807 — Prepaid expenses — 860 Finance receivable 40,707 37,652 Other assets 744 256 Total assets $ 50,267 $ 38,784 Accounts payable $ 6,053 $ 117 Accrued expenses 248 1,581 Contract liabilities 1,283 — Debt 35,722 36,778 Total liabilities $ 43,306 $ 38,476 The following table shows the revenue and expenses of Oxbow Realty that are consolidated for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022. These results of Oxbow Realty are presented prior to consolidation, and thus do not reflect the elimination of intercompany transactions. Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 Revenue $ 6,861 $ 5,052 $ 5,018 General and administrative expenses (90) 1,016 382 Interest expense 1,252 1,314 1,343 Income tax expense 36 — — Total expenses 1,198 2,330 1,725 Net income $ 5,663 $ 2,722 $ 3,293

Condensed Financial Information

Condensed Financial Information (Parent Company Only)	12 Months Ended
	Dec. 31, 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 exceed 25% of its 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 the Company’s consolidated financial statements. SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Balance Sheets December 31, 2023 January 1, 2023 (in thousands, except share data) Assets Current assets Income tax receivable $ 172 $ 169 Total current assets 172 169 Due from subsidiaries 15,352 54,032 Investment in subsidiaries 53,740 53,669 Deferred income tax asset 3,419 1,616 Total assets $ 72,683 $ 109,486 Liabilities and Shareholders’ Equity Current liabilities Short-term financing, net of unamortized debt issuance costs $ 18,943 $ 55,817 Total current liabilities 18,943 55,817 Total liabilities 18,943 55,817 Commitments and contingencies (Note 12) Shareholders’ equity Preferred stock, $0.01 par value per share (80,000,000 shares authorized; zero shares issued and outstanding as of December 31, 2023 and January 1, 2023) — — Common stock, $0.01 par value per share (200,000,000 shares authorized; 47,028,159 and 43,704,876 shares issued and outstanding as of December 31, 2023 and January 1, 2023, respectively) 470 437 Additional paid-in capital 178,473 147,304 Accumulated deficit (125,203) (94,072) Total shareholders’ equity 53,740 53,669 Total liabilities and shareholders’ equity $ 72,683 $ 109,486 SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Statements of Operations Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 (in thousands, except 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 (30,756) (39,593) (50,696) Net loss $ (30,756) $ (39,593) $ (50,696) Net loss per share attributable to common shareholders, basic and diluted $ (0.68) $ (0.97) $ (1.76) Basis of Presentation SkyWater Technology, Inc. (the “Parent”) owns 100% of SkyWater Technology Foundry, SkyWater Federal, and SkyWater Florida, its 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 and 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 . 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 fiscal year ended December 31, 2023, January 1, 2023, and January 2, 2022. 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
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated the impact of events that have occurred subsequent to December 31, 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 no events are required to be recognized or disclosed in the consolidated financial statements and related notes other than the event described below. On January 10, 2024, the Company signed a $120,000 commercial agreement for the sale of equipment and advanced packaging development services over five years.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Pay vs Performance Disclosure
Net income	$ (30,756)	$ (39,593)	$ (50,696)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the Company’s assets, liabilities, revenues, and expenses, as well as the assets, liabilities, revenues, and expenses of subsidiaries in which it has a controlling financial interest, SkyWater Technology Foundry, Inc. (“SkyWater Technology Foundry”), SkyWater Federal, LLC (“SkyWater Federal”), SkyWater Florida, Inc. (“SkyWater Florida”), and Oxbow Realty Partners, LLC (“Oxbow Realty”), a variable interest entity (“VIE”) for which SkyWater is the primary beneficiary and an affiliate of the Company’s principal stockholder. All intercompany accounts and transactions have been eliminated in consolidation.
Fiscal Period	The consolidated statements of operations, shareholders’ (deficit) equity and cash flows are for the fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022. The Company’s fiscal year ends on the Sunday closest to the end of the calendar year. The fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022 each contained 52 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.
Use of Estimates	Use of Estimates The preparation of the 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 as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods then ended. 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.
Net Loss Per Share	Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss attributable to SkyWater Technology, Inc. by the weighted-average number of shares outstanding during the reporting periods, without consideration for potentially dilutive securities. Diluted net loss per common share is computed by dividing the net loss attributable to SkyWater Technology, Inc. by the weighted-average number of shares and potentially dilutive securities outstanding during the reporting periods determined using the treasury-stock method. Because the Company reported a net loss attributable to SkyWater Technology, Inc. for the fiscal years ended December 31, 2023, 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 December 31, 2023, January 1, 2023, and January 2, 2022, there were restricted stock units and stock options totaling 2,294,000, 2,209,000 and 2,731,000, 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 SkyWater’s subsidiary, SkyWater Florida, the Company entered into several agreements on January 25, 2021 with the government of Osceola County, Florida (“Osceola”) and ICAMR, Inc., a Florida non-profit corporation, doing business as BRIDG (“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, SkyWater 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, the Company is responsible for taxes, utilities, insurance and maintenance on the facility, and for operation of the facility. The Company may terminate the TED Agreement and CfN Lease with 18 months’ notice. In the event the Company terminates the agreements, it would be required to continue to operate the center until it finds a replacement operator or the 18 months expire and may be required to make a payment of up to $15,000 to Osceola. SkyWater accounts for the CfN Lease as a lease. Given the nominal minimum lease payments required under the lease, the impact to the consolidated balance sheets was insignificant. As the Company performs under the agreements, any expenses it incurs and any revenue it is able to generate from the operations of CfN will be included in the consolidated statements of operations as they are incurred or earned. If the Company is 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 SkyWater for no consideration at the end of the CfN Lease. At such time that the Company believes the conveyance of the land, buildings, and equipment is reasonably assured, it will record those assets on the consolidated balance sheet at fair value and record a corresponding deferred gain. The Company will subsequently depreciate the assets over their remaining economic life and recognize an equivalent amount of income from the amortization of the deferred gain.
Reportable Segment and Geographic Information	Reportable Segment and Geographic Information Reportable 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. SkyWater operates and manages its business as one reportable segment. See Note 4 – Revenue, for disclosure of revenue by country. All of the Company's long-lived assets are located in the United States.
Recently Adopted Accounting Standards And Recently Issued Accounting Standards Not Yet Adopted	Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases,” later codified in FASB Accounting Standards Codification (“ASC”) Topic 842, “Leases” (“Topic 842”). Topic 842 was effective for public business entities for fiscal years beginning after December 15, 2018. As an emerging growth company, SkyWater adopted Topic 842 on January 3, 2022 for the year ending January 1, 2023. The guidance in Topic 842 supersedes the guidance in ASC Topic 840, “Leases.” Under Topic 842, lessees are required to recognize lease right of use assets and lease liabilities on its balance sheets. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statements of operations. The Company adopted Topic 842, and all related amendments using the “Comparatives Under 840 Option” transition approach. Under this transition approach, the Company did not restate prior periods, nor restate prior lease disclosures. The Company also elected certain practical expedients allowed by Topic 842 which, among other things, allowed it to carry forward historical lease classification conclusions previously made under Topic 840 and to exclude from the scope of its application of Topic 842 lease arrangements with terms less than twelve months. The most significant impact of adopting Topic 842 was the recognition of lease right-of-use assets and lease liabilities for operating leases. The adoption of Topic 842 resulted in the recognition of an initial right-of-use asset lease liability In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments,” later codified in Topic 326, “Financial Instruments – Credit Losses” (“Topic 326”). Topic 326 replaces the preexisting U.S. GAAP guidance that only required the recognition of credit losses when losses were probable and estimable. Topic 326 now requires recognition of credit losses based on SkyWater’s expectation of losses to be incurred while the financial instrument is held. Topic 326 was effective for most public business entities for fiscal years beginning after December 15, 2019. As an emerging growth company, SkyWater adopted Topic 326 on January 2, 2023 using the modified retrospective approach. Upon adoption, the Company increased its accumulated deficit by $375 for the effects of increasing its allowance for credit losses as of January 2, 2023. All other impacts to SkyWater’s consolidated financial position, results of operations, and cash flows were immaterial. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting.” The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. SkyWater will reflect the amended disclosure requirements of this update in its annual consolidated financial statements for its fiscal year ending December 29, 2024 and for the interim periods in its fiscal year ending December 28, 2025. Given that the Company reports as a single reportable segment, the impacts of adopting the provisions of this update will not be significant.
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. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in its deposit accounts.
Accounts Receivable	Accounts Receivable Accounts receivable are carried at original invoice amount less an estimate made for expected credit losses based on the Company’s expectation of losses to be incurred. Management determines the need for an allowance for credit losses through the review of its historical write-offs and recoveries and assessment of current and future economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. The Company recorded an allowance for credit losses of $180 and $1,638 at December 31, 2023 and January 1, 2023, 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, the Company records a charge to cost of goods sold to write down inventories to their estimated net realizable values 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 the Company’s consolidated balance sheets. As discussed in Note 15 – Inventory Write Down , the write-down of inventory which SkyWater is contracted to manufacture for a specific customer is recorded separately in its consolidated statements of operations within cost of revenue. All other write-downs of inventory are recorded within the caption Cost of revenue.
Property and Equipment	Property and Equipment Property and equipment is recorded at cost when acquired. The costs of additions and improvements are capitalized. The cost of repairs and maintenance are expensed in the period incurred. When equipment is sold or retired, the related net carrying amount of the equipment is derecognized and a gain or loss is recorded in the consolidated statements of operations. Depreciation is 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 (1) purchased software and license costs from the Company’s acquisition of the business in 2017; and (2) payments made under software and technology licensing arrangements with third-parties. During the fiscal years ended December 31, 2023 and January 1, 2023, the Company acquired third-party software and licensed technology of $1,871 and $3,462, respectively, which will be amortized over a weighted average estimated life of 7.5 years and 9.3 years, respectively.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets
Deferred Debt Issuance Costs	Deferred Debt Issuance Costs Deferred debt issuance costs consist of costs incurred in relation to obtaining the Company’s financing and revolving credit facility. These costs are amortized over the life of the related agreements using the effective interest method for its financing and the straight-line method for its 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 reduction of the outstanding borrowings in the consolidated balance sheets. 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 SkyWater’s acquisition of the business from Cypress Semiconductor Corporation (“Cypress”), the purchase price of the acquisition was allocated to assets acquired and liabilities assumed, at fair value, and did not result in any goodwill being recorded. The Company 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, the Company revalued future estimated earn-out payments and recorded the changes in fair value of the liability in the 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 and $7,374 was paid during the fiscal years ended January 1, 2023 and January 2, 2022, respectively. During the fiscal year ended January 2, 2022, the Company recorded a contingent consideration benefit of $2,710 to reflect the change in fair value of the contingent consideration obligation in the Company’s consolidated statements of operations. There were no royalty expenses recorded in the years ended December 31, 2023 and January 1, 2023, as the last remaining amounts owed to Cypress related to contingent consideration were paid in the fiscal year ended January 2, 2022.
Variable Interest Entities	Variable Interest Entities The Company evaluates 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. If an entity is a VIE, SkyWater determines if it is the primary beneficiary of the VIE by assessing whether it has the power to direct the activities that most significantly impact the economic performance of the VIE as well as the obligation to absorb losses or the right to receive benefits that may be significant to the VIE. These determinations are both qualitative and quantitative, and they require management to make judgments and assumptions about the VIE’s forecasted financial performance and the volatility inherent in those forecasted results. The Company regularly reviews all existing entities for events that may result in an entity becoming a VIE, or the Company becoming the primary beneficiary of an existing VIE. See Note 16 – 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 SkyWater.
Revenue Recognition	Revenue Recognition Revenue is recognized when control of the promised goods or services are transferred to the Company’s customers, in amounts that reflect the consideration the Company expects to be entitled to in exchange for those goods or services. To recognize revenue, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the customer 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 it satisfies a performance obligation. The Company accounts 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 transaction price is reasonably assured. At contract inception, the Company applies judgment in determining the customer’s ability and intention to pay amounts entitled to the Company 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 SkyWater’s revenue characteristics. The Company primarily derives its revenue from the performance of Advanced Technology Services (“ATS”) process development services and the manufacture and delivery of wafers via Wafer Services. ATS development - ATS development contracts are focused on the performance of process development services, the output of which is a manufacturing plan that defines the steps and activities needed to produce customer wafers at high volumes and with high yields. Wafer manufacturing development services do not include services to manufacture customer wafers at scale. ATS development contracts are complex and wafer manufacturing development services are often either the lone performance obligation in an ATS development contract, or the performance obligation to which the majority of the contract value is allocated. The Company has both fixed price and time-and-materials contracts with its ATS development customers. The Company’s ATS development customers receive the benefits of these services, and revenue from performance of these services are recognized over time as they are performed. Revenue on fixed price contracts is recognized using either an output or input method based upon the method that best measures the value of the services performed for the Company’s customers. Whether an input or output method is selected requires judgment and is subject to thorough analysis of the terms of each fixed price contract. The Company consistently uses either its output method or input method for similar performance obligations and in similar circumstances. The Company’s output method of revenue recognition evaluates the steps and activities needed to complete manufacturing development services and relies on surveys of steps and activities completed and partially completed as of the reporting date in relation to the current manufacturing development plans to measure the level of progress on the service. There are many steps and activities included in the Company’s manufacturing development plans. The time and effort to complete the steps and activities are very similar, which demonstrates a level of uniformity. This uniformity accurately conveys the steps and activities successfully validated during development in relation to the development plan and therefore provides a faithful representation of the progress achieved on wafer manufacturing development services. Based on the level of progress, the Company records the proportion of the transaction price allocated to wafer manufacturing development services as revenue in the period. Manufacturing development plans are subject to change as data is analyzed and the plans are revised. Development of production plans are technical endeavors and adjustment to manufacturing development plans may impact the percentage of progress achieved and result in cumulative adjustments of revenue. The Company uses the input method of revenue recognition for larger customer programs that are focused on development of new applications or whose manufacturing processes will rely on new or emerging technologies. Wafer manufacturing development services for these customers is inherently more complex and requires more changes to manufacturing development plans over the period of service performance. Given the level of technical complexity and the expectation that there will be more changes to manufacturing plans as compared to other customer programs, the Company measures progress for larger customer programs by comparing costs incurred to date to estimated total cost required to complete wafer manufacturing development services. The Company records that proportion of the transaction price allocated to wafer manufacturing development services as revenue in the period. Costs include labor costs, manufacturing costs, material costs, and other direct costs incurred while performing the services. The estimation of total costs requires significant judgment and any adjustment to estimates of total cost may impact the proportion of progress achieved and could result in cumulative adjustments of revenue. When contracts are fixed price, the Company completes an evaluation of onerous ATS development contracts as of the reporting date for each separate contract, not for separate performance obligations in each contract. The Company recognizes losses on onerous ATS development contracts depending on whom the customer is based on the following: • U.S. Federal Government – The Company designates all ATS development contracts with the U.S. Federal Government as production-type service contracts; accordingly, it accrues liabilities for onerous contracts in the period it becomes evident the contract will result in a loss. • Customers other than the U.S. Federal Government – As the Company generally develops wafer manufacturing plans for its customers under ATS development contracts, ATS development contracts with non-U.S. Federal Government ATS development customers do not represent production-type service contracts; accordingly, the Company recognizes losses as the losses are incurred; it does not accrue liabilities for anticipated losses. Tools - The Company procures tools on behalf of certain customers. Tool revenue is recognized at the point in time when control of the tool transfers to the customer. The point in time when control of a tool transfers to the customer is determined by customer contract terms. For some customers, control transfers when the tool is shipped or delivered to a SkyWater facility, while for other customers, control transfers when the tool is installed, qualified, and placed into service at a SkyWater facility. Wafer Services - Wafers are goods that are generally customer specific, highly customized and have no alternative use to the Company. Wafer Services customers contract with the Company to manufacture wafers based on their manufacturing design specifications. The terms of Wafer Services contracts dictate when control over wafers is transferred to the Company's customers. For contracts where orders are non-cancelable and the Company thereby maintain enforceable rights to customer performance, including rights to payment for partially completed wafers at reasonable margins, control over wafers transfers to its customers as wafers are manufactured. For these contracts, the Company recognizes revenue using an input method. This method measures the percentage of completion of wafers still in the manufacturing process by comparing total costs incurred to date to the total estimated costs to manufacture the wafers. The Company records that proportion of the transaction price as revenue in the period. The input method provides the best method of progress as it considers the steps and activities needed to manufacture a wafer and the costs associated with those steps. Costs include labor costs, manufacturing costs, material costs, and other direct costs required to manufacture customers’ wafers. The estimation of total costs requires significant judgment and any adjustment to estimates of cost to complete manufacturing may impact the proportion of completion achieved and could result in cumulative adjustments of revenue. When the Company’s contracts allow for orders to be canceled and it does not maintain enforceable rights to customer performance on canceled orders, including a right to payment for partially completed wafers at reasonable margins, control of wafers transfers to its customers at the point in time when wafer manufacturing is complete, and wafers have been shipped to the customer. In these instances, the Company recognizes revenue based on the agreed shipping terms with its customers. The Company has a long-standing relationship with a significant Wafer Services customer. The terms and conditions of this relationship have evolved over time and have dictated the manner in which the Company recognized revenue for the manufacture of their wafers. Prior to 2021, transfer of control of wafers, and revenue recognition occurred as completed wafers were shipped to the customer. In fiscal year 2021, this customer requested that it be able to purchase wafers and for those wafers to be shipped to them at a later date of their choosing. With the introduction of these bill and hold terms, transfer of control of the wafers, and revenue recognition occurred as wafers completed post-manufacturing electrical testing and became available for shipment to the customer. In March 2022, the Company signed a new contract with this customer pursuant to which orders became non-cancelable and thus there was a right to specific performance by the customer, including an enforceable right to payment for the cost of partially completed orders plus a reasonable profit margin. Given that the wafers produced for this customer are for customer-specific applications with no alternative use, the introduction of these contract terms demonstrated that control of the wafers transfers to the customer over time as the wafers are manufactured pursuant to ASC Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). Accordingly, the Company’s revenue recognition method for wafers produced for this customer transitioned from point in time to over-time using the Company's input method of revenue recognition. In March 2022, the Company recorded a one-time, cumulative adjustment to revenue of $8,290 for wafers still being manufactured at the time the new contract became enforceable. Between 2021 and March 2022, wafers manufactured while bill and hold provisions were in place, were separately identified as belonging to this customer, the wafers were denoted as ready for shipment to this customer in their then current form, and the Company did not have the ability to direct or sell the wafers to a different customer. Upon completion of post-manufacturing electrical testing, the Company had the right to invoice this customer. This customer also obtained legal title and the risks and rewards of ownership at this point.
Research and Development Expense	Research and Development Expense Research and development costs are expensed as incurred. Research and development expense include all costs incurred related to internal technology and process improvements and non-customer funded technology transfers.
Licensed Technology	Licensed Technology The Company licenses technology and pays royalties based on the revenue of the related products sold by the Company. Royalties are expensed as incurred and included in cost of revenue in the consolidated statements of operations.
Equity-Based Compensation	Equity-Based Compensation Compensation cost under the Company’s equity-based compensation plans are measured at the grant date based on the fair value of the granted award, and is recognized as expense over the requisite service period. Forfeitures reduce compensation expense for non-vested awards in the period the forfeitures occur. The Black-Scholes option-pricing model is used 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 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. Interest and penalties are recognized within interest expense and income tax (benefit) expense, respectively, in the consolidated statement of operations.

Basis of Presentation and Pri_2

Basis of Presentation and Principles of Consolidation (Tables)	12 Months Ended
	Dec. 31, 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 fiscal years ended December 31, 2023, January 1, 2023 and January 2, 2022: Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 (in thousands, except per share data) Numerator: Net loss attributable to SkyWater Technology, Inc. $ (30,756) $ (39,593) $ (50,696) Undistributed preferred return to Class B preferred unitholders — — (398) Net loss attributable to common shareholders $ (30,756) $ (39,593) $ (51,094) Denominator: Weighted-average common shares outstanding, basic and diluted (1) 45,507 40,835 29,038 Net loss per common share, basic and diluted $ (0.68) $ (0.97) $ (1.76) __________________ (1) The weighted-average common shares outstanding for the fiscal 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 fiscal year ended January 2, 2022.

Revenue (Tables)

Revenue (Tables)	12 Months Ended
	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregated Revenue	The following tables disclose revenue by product type and the timing of recognition of revenue for transfer of goods and services to customers: Fiscal Year Ended December 31, 2023 Topic 606 Revenue Lease Revenue Per Topic 842 Point-in-Time Over Time Total Revenue ATS development Time and materials contracts $ — $ 122,343 $ — $ 122,343 Fixed price contracts — 83,893 — 83,893 Other — — 4,668 4,668 Total ATS development — 206,236 4,668 210,904 Tools 14,651 — — 14,651 Wafer Services 7,564 53,563 — 61,127 Total $ 22,215 $ 259,799 $ 4,668 $ 286,682 Fiscal Year Ended January 1, 2023 Topic 606 Revenue Lease Revenue Per Topic 842 Point-in-Time Over Time Total Revenue ATS development Time and materials contracts $ — $ 85,294 $ — $ 85,294 Fixed price contracts — 47,938 — 47,938 Other — — 4,668 4,668 Total ATS development — 133,232 4,668 137,900 Tools 1,546 — — 1,546 Wafer Services (1) 20,212 53,283 — 73,495 Total $ 21,758 $ 186,515 $ 4,668 $ 212,941 __________________ (1) As discussed in Note 3 – Summary of Significant Accounting Policies , in March 2022, the Company signed a new contract with a significant Wafer Services customer that resulted in a change from point in time revenue recognition method to an over-time, input revenue recognition method. As a result of the transition, the Company recognized a one-time, cumulative adjustment to Wafer Services revenue of $8,290 for wafers still being manufactured at the time the new contract became enforceable. For the fiscal year ended January 1, 2023, $11,049 of Wafer Services revenues were recognized using the point in time method related to the period before the new contract was enforceable and $48,798 of Wafer Services revenues, inclusive of the one-time, cumulative adjustment, were recognized using the over-time method after the contract was enforceable. Fiscal Year Ended January 2, 2022 Topic 606 Revenue Lease Revenue Per Topic 842 Point-in-Time Over Time Total Revenue ATS development Time and materials contracts $ — $ 48,014 $ — $ 48,014 Fixed price contracts — 39,850 — 39,850 Other — — 4,668 4,668 Total ATS development — 87,864 4,668 92,532 Tools 19,159 — — 19,159 Wafer Services 51,157 — — 51,157 Total $ 70,316 $ 87,864 $ 4,668 $ 162,848
Schedule of Revenue by Country	The following table discloses revenue for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022 by country as determined by customer address: Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 United States $ 261,274 $ 184,908 $ 141,106 Canada 8,327 4,135 6,216 Hong Kong 6,406 6,181 923 United Kingdom 4,639 7,147 9,226 All others 6,036 10,570 5,377 Total revenue $ 286,682 $ 212,941 $ 162,848 The following customers accounted for 10% or more of revenue for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022: Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 Customer A 24 % 20 % 24 % Customer B 17 % 28 % 25 % Customer E 15 % 11 % * Customer F 10 % * * 66 % 59 % 49 % __________________ * Represents less than 10% of revenue. The loss of a major customer could adversely affect the Company’s operating results and financial condition.
Schedule of Contract Assets and Liabilities	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 Transfers to accounts receivable, net (33,868) Increase due to revenue recognized in advance of customer billings 29,008 Balance at December 31, 2023 $ 29,765 The contract liabilities and other significant components of contract liabilities at December 31, 2023 and January 1, 2023 are as follows: December 31, 2023 January 1, 2023 Contract Deferred Revenue (1) Lease Deferred Revenue Total Contract Liabilities Contract Deferred Revenue (1) Lease Deferred Revenue Total Contract Liabilities Current $ 44,883 $ 4,668 $ 49,551 $ 23,519 $ 4,667 $ 28,186 Long-term 63,810 1,944 65,754 61,356 6,611 67,967 Total $ 108,693 $ 6,612 $ 115,305 $ 84,875 $ 11,278 $ 96,153 __________________ (1) Contract deferred revenue includes $59,323 and $68,917 at December 31, 2023 and January 1, 2023, respectively, related to material rights provided to a significant customer in exchange for funding additional manufacturing capacity. Of these amounts, $11,123 and $10,882 were classified as current in the consolidated balance sheets at December 31, 2023 and January 1, 2023, respectively Significant changes in contract liabilities are as follows: 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 Revenue recognized included in the balance at the beginning of the year (22,014) Increase due to payments received, excluding amounts recognized as revenue during the year 45,832 Balance at December 31, 2023 $ 108,693

Balance Sheet Information (Tabl

Balance Sheet Information (Tables)	12 Months Ended
	Dec. 31, 2023
Balance Sheet Information [Abstract]
Schedule of Accounts Receivable, Allowance for Credit Loss
Schedule of Contract with Customer, Asset, Allowance for Credit Loss	Fiscal Year Ended Allowance for credit losses - Contract assets December 31, 2023 January 1, 2023 Balance at beginning of period $ — $ — Add Adoption of Credit Loss Standard (Topic 326) 207 — Provision for credit losses (108) — Deduct Accounts written-off — — Less recoveries of accounts charged-off — — Net account charge-offs (recoveries) — — Balance at end of period $ 99 $ —
Schedule of Inventories	Inventory December 31, 2023 January 1, 2023 Raw materials $ 4,775 $ 3,991 Work-in-process 19 359 Supplies and spare parts 10,547 9,047 Total inventories, current 15,341 13,397 Inventory, non-current (1) 3,293 2,605 Total inventory $ 18,634 $ 16,002 __________________ (1) Inventory, non-current consists of spare parts that will not be used within twelve months following the date of the consolidated balance sheets.
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets December 31, 2023 January 1, 2023 Prepaid expenses $ 2,663 $ 2,395 Prepaid inventory — 129 Equipment purchased for customers (1) 12,737 5,669 Deferred contract costs 1,453 2,097 Total prepaid assets and other current assets $ 16,853 $ 10,290 __________________ (1) The Company acquires equipment for its customers that will be installed and calibrated in SkyWater’s facility. Prior to the customer obtaining ownership and control of the equipment, the Company recorded costs, including the acquisition cost of the equipment, incurred to date within prepaid expenses and other current assets. These deferred costs will be recognized as a cost of revenue when control of the equipment transfers to the customer.
Schedule of Property and Equipment, Net	Property and equipment, net December 31, 2023 January 1, 2023 Land $ 5,396 $ 5,396 Buildings and improvements 88,782 88,141 Machinery and equipment 193,977 187,276 Fixed assets not yet in service 8,979 9,746 Total property and equipment, at cost (1) 297,134 290,559 Less: accumulated depreciation (1) (137,767) (110,644) Total property and equipment, net (1) $ 159,367 $ 179,915 __________________ (1) Includes $13,332 and $12,521 of cost and $3,976 and $2,781 of accumulated depreciation associated with capital assets subject to financing leases at December 31, 2023 and January 1, 2023, respectively.
Schedule of Intangible Assets	Intangible assets are summarized as follows: Intangible assets, net December 31, 2023 January 1, 2023 Software and licensed technology $ 12,148 $ 10,277 Less: accumulated amortization (6,476) (4,669) Total intangible assets, net $ 5,672 $ 5,608
Schedule of Remaining Estimated Aggregate Annual Amortization Expense	Remaining estimated aggregate annual amortization expense for intangible assets is as follows for future fiscal years: Amortization 2024 $ 1,269 2025 1,068 2026 758 2027 367 2028 367 Thereafter 1,843 Total $ 5,672
Schedule of Other Assets	Other assets December 31, 2023 January 1, 2023 Inventory, non-current (1) $ 3,293 $ 2,605 Operating lease right-of-use assets 96 141 Other assets 1,953 944 Total other assets $ 5,342 $ 3,690 __________________ (1) Inventory, non-current consists of spare parts that will not be used within twelve months following the date of the consolidated balance sheets.
Schedule of Accrued Expenses	Accrued expenses December 31, 2023 January 1, 2023 Accrued compensation $ 10,947 $ 5,705 Licensed technology — 1,500 Accrued commissions 488 30 Accrued fixed asset expenditures — 20 Accrued royalties 3,122 4,734 Current portion of operating lease liabilities 48 44 Current portion of finance lease liabilities 645 786 Accrued inventory 1,261 1,294 Accrued consulting fees 9,345 — Accrued restructuring costs (1) 1,319 — Other accrued expenses 21,116 11,099 Total accrued expenses $ 48,291 $ 25,212 __________________ (1) The Company incurred restructuring costs of $1,921 during the fiscal year ended December 31, 2023. The Company has paid $602 to date, with $1,319 remaining to be paid as of December 31, 2023.
Schedule of Other Long-term Liabilities	Other long-term liabilities December 31, 2023 January 1, 2023 Finance lease obligations $ 9,275 $ 9,257 Operating lease liability 52 100 Accrued customer payable — 3,728 Licensed technology — 500 Total other long-term liabilities $ 9,327 $ 13,585

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Schedule of Debt Outstanding	The components of debt outstanding at December 31, 2023 and January 1, 2023 are as follows: December 31, 2023 January 1, 2023 Short-term financing Revolver $ 21,794 $ 60,093 Tool financing advance payments 3,822 — Unamortized debt issuance costs (2,851) (4,277) Total short-term financing, net of unamortized debt issuance costs 22,765 55,816 Long-term debt VIE Financing 35,765 36,826 Tool financing loans 6,799 3,037 Unamortized debt issuance costs (2,490) (2,826) Total long-term debt, including current maturities 40,074 37,037 Less: Current portion of long-term debt (3,976) (1,855) Total long-term debt, excluding current portion $ 36,098 $ 35,182
Schedule of Future Principal Payments	Future principal payments as of December 31, 2023 of the Company’s long-term debt are as follows: 2024 $ 3,557 2025 3,879 2026 2,771 2027 1,219 2028 1,259 Thereafter 29,879 Total $ 42,564

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of Components of Income Tax Expense (Benefit)	The components of income tax (benefit) expense are as follows: Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 Current: Federal $ 8 $ 562 $ 379 State 41 3 (106) Total current tax expense 49 565 273 Deferred: Federal (570) 148 (6,794) State — 96 (269) Total deferred tax (benefit) expense (570) 244 (7,063) Income tax (benefit) expense $ (521) $ 809 $ (6,790)
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: Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 Taxes at U.S. statutory tax rate $ (5,379) $ (7,573) $ (11,381) State income taxes, net of federal income tax benefit (1,053) (1,689) (1,023) Paycheck Protection Program loan forgiveness — — (1,477) Permanent differences 580 337 59 Federal tax credits (385) — (400) Return to provision adjustments (399) — — Remeasurement of deferred tax assets and liabilities 548 (1,469) — Change in valuation allowance 6,256 10,035 8,210 Equity-based compensation (200) 652 — Non-deductible executive compensation 891 541 561 Non-controlling interest (1,194) (746) (745) Other (186) 721 (594) Income tax (benefit) expense $ (521) $ 809 $ (6,790) Effective income tax rate 2.0 % (2.2) % 12.5 %
Schedule of Deferred Tax Assets and Liabilities	The significant components of deferred tax assets and liabilities are reflected in the following table: December 31, 2023 January 1, 2023 Deferred tax assets: Deferred compensation and accrued vacation $ 187 $ 493 Deferred revenue 17,295 21,969 Financing lease 9,205 8,621 Net operating loss and credit carryforwards 11,703 11,970 Inventory 5,277 9,414 Equity-based compensation 1,317 1,539 Research and development expense 10,992 2,068 Interest expense limitation 1,973 1,846 Lease liability 2,054 2,213 Other 2,324 645 Total deferred tax assets 62,327 60,778 Deferred tax liabilities: Property and equipment (36,180) (41,652) Prepaids and other (715) (510) Total deferred tax liabilities (36,895) (42,162) Net deferred tax asset 25,432 18,616 Valuation allowance (26,111) (19,855) Net deferred tax liability after valuation allowance $ (679) $ (1,239)

Equity-Based Compensation (Tabl

Equity-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 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 expected life of an 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 blended with SkyWater’s historic daily volatility over a period consistent with the expected life assumption ending on the grant date. The risk-free interest rates used in the option valuation model was based on yields available on the grant dates for U.S. Treasury Strips with a maturity consistent with the expected life assumption. The Company assumed no dividend yield in the valuation of the options granted as it has never declared or paid dividends on its common stock and has no current plans to introduce dividends as it intends to retain earnings for use in operations. Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 Expected life 6.25 years 6.25 years 1.13 - 6.25 years Expected volatility 75.1% - 76.5% 73.0% 46.0% Risk-free interest rate 3.47% - 4.66% 2.1% 0.09% - 1.38%
Schedule of Stock Option Activity	The following table summarizes the stock option activity during the fiscal year ended December 31, 2023: Number of Stock Options Weighted Average Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value Balance outstanding as of January 1, 2023 1,110 $ 12.92 Granted 890 9.72 Exercised — — Forfeited or canceled (363) 11.24 Balance outstanding as of December 31, 2023 1,637 11.32 8.5 years $ 619 Balance vested and exercisable as of December 31, 2023 254 $ 12.97 7.7 years $ —
Schedule of Restricted Common Stock Unit Activity	The following table summarizes the restricted common stock unit activity during the fiscal year ended December 31, 2023: Number of Restricted Common Stock Units Weighted Average Grant Date Fair Value Per Share Balance outstanding as of January 1, 2023 1,099 $ 7.99 Granted 555 9.88 Vested (808) 6.19 Forfeited or canceled (189) 11.24 Balance outstanding as of December 31, 2023 657 $ 10.18
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. 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. 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 Company assumed no dividend yield in the valuation of the options granted as it has never declared or paid dividends on its common stock and has no current plans to introduce dividends as it intends to retain earnings for use in operations. Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 Expected life 0.5 years 0.5 years 0.5 years Expected volatility 75.1% 73.0% 46.3% Risk-free interest rate 5.34% 3.34% 0.06% Weighted average grant-date fair value per share $3.57 $4.45 $8.87
Schedule of Black-Scholes ESPP Pricing Model Assumptions	Equity-based compensation expense was allocated in the consolidated statements of operations as follows: Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 Cost of revenue $ 1,555 $ 2,470 $ 2,550 Research and development expense 464 575 1,148 Selling, general and administrative expense 4,841 5,171 7,979 $ 6,860 $ 8,216 $ 11,677

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of Change in Level 3 Assets Measured at Fair Value On a Recurring Basis	Level 3 inputs were used in the valuation of the Company's contingent consideration obligation. The change in level 3 assets measured at fair value on a recurring basis is summarized as follows: Contingent Balance at January 2, 2022 $ 816 Payments (816) Change in fair value — Balance at January 1, 2023 — Payments Change in fair value — Balance at December 31, 2023 $ —

Related Party Transactions (Tab

Related Party Transactions (Tables)	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Schedule of Future Minimum Lease Commitments	Future minimum lease commitments to Oxbow Realty as of December 31, 2023 were as follows (such amounts are eliminated from the consolidated financial statements due to the consolidation of Oxbow Realty, see Note 16 – Variable Interest Entity ): 2024 $ 5,048 2025 5,149 2026 5,252 2027 5,357 2028 5,464 Thereafter 72,408 Total lease payments 98,678 Less: imputed interest (70,802) Total $ 27,876 Future maturities of lease liabilities as of December 31, 2023 are as follows: Fiscal Year Operating Leases Finance Leases Total 2024 $ 52 $ 1,432 $ 1,484 2025 53 1,353 1,406 2026 — 1,354 1,354 2027 — 1,341 1,341 2028 — 1,135 1,135 Thereafter — 9,700 9,700 Total lease payments 105 16,315 16,420 Less imputed interest (5) (6,395) (6,400) Total lease liabilities $ 100 $ 9,920 $ 10,020

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2023
Leases [Abstract]
Schedule of Lease Costs	The components of lease expense are as follows: Fiscal Year Ended December 31, 2023 January 1, 2023 Operating lease cost $ 51 $ 52 Finance lease cost Amortization of assets 1,204 1,834 Interest on lease liabilities 848 763 Total net lease cost $ 2,103 $ 2,649 Supplemental cash flow information related to leases are as follows: Fiscal Year Ended December 31, 2023 January 1, 2023 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used for operating leases $ 49 $ 49 Operating cash flows used for finance leases 848 757 Financing cash flows used for finance leases 935 1,603 Right of use assets obtained in exchange for lease liabilities Operating leases — 184 Finance leases 811 9,126 The weighted average remaining lease term and weighted average discount rates related to leases are as follows: December 31, 2023 January 1, 2023 Weighted average remaining lease term Operating leases 2.0 years 3.0 years Finance leases 12.5 years 13.7 years Weighted average discount rate Operating leases 4.8% 4.8% Finance leases 8.7% 8.6%
Schedule of Balance Sheet Lease Information	Supplemental balance sheet information related to leases is as follows: Leases Classification December 31, 2023 January 1, 2023 Assets Operating lease right-of-use assets Other assets $ 96 $ 141 Finance lease right-of-use assets Property and equipment, net 9,356 9,740 Total lease right-of-use assets 9,452 9,881 Operating lease liabilities Current portion of operating lease liabilities Accrued expenses 48 44 Operating lease liabilities, excluding current portion Other long-term liabilities 52 100 Total operating lease liabilities 100 144 Finance lease liabilities Current portion of finance lease liabilities Accrued expenses 645 786 Finance lease liabilities, excluding current portion Other long-term liabilities 9,275 9,257 Total finance lease liabilities 9,920 10,043 Total lease liabilities $ 10,020 $ 10,187
Schedule of Maturities of Finance Lease Liabilities	Future maturities of lease liabilities as of December 31, 2023 are as follows: Fiscal Year Operating Leases Finance Leases Total 2024 $ 52 $ 1,432 $ 1,484 2025 53 1,353 1,406 2026 — 1,354 1,354 2027 — 1,341 1,341 2028 — 1,135 1,135 Thereafter — 9,700 9,700 Total lease payments 105 16,315 16,420 Less imputed interest (5) (6,395) (6,400) Total lease liabilities $ 100 $ 9,920 $ 10,020
Schedule of Maturities of Operating Lease Liabilities	Future minimum lease commitments to Oxbow Realty as of December 31, 2023 were as follows (such amounts are eliminated from the consolidated financial statements due to the consolidation of Oxbow Realty, see Note 16 – Variable Interest Entity ): 2024 $ 5,048 2025 5,149 2026 5,252 2027 5,357 2028 5,464 Thereafter 72,408 Total lease payments 98,678 Less: imputed interest (70,802) Total $ 27,876 Future maturities of lease liabilities as of December 31, 2023 are as follows: Fiscal Year Operating Leases Finance Leases Total 2024 $ 52 $ 1,432 $ 1,484 2025 53 1,353 1,406 2026 — 1,354 1,354 2027 — 1,341 1,341 2028 — 1,135 1,135 Thereafter — 9,700 9,700 Total lease payments 105 16,315 16,420 Less imputed interest (5) (6,395) (6,400) Total lease liabilities $ 100 $ 9,920 $ 10,020

Variable Interest Entity (Table

Variable Interest Entity (Tables)	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Condensed Balance Sheets	The following table shows the carrying amounts of assets and liabilities of Oxbow Realty that are consolidated by the Company as of December 31, 2023 and January 1, 2023. The assets and liabilities are presented prior to consolidation, and thus do not reflect the elimination of intercompany balances. December 31, 2023 January 1, 2023 Cash and cash equivalents $ 9 $ 16 Accounts receivable 8,807 — Prepaid expenses — 860 Finance receivable 40,707 37,652 Other assets 744 256 Total assets $ 50,267 $ 38,784 Accounts payable $ 6,053 $ 117 Accrued expenses 248 1,581 Contract liabilities 1,283 — Debt 35,722 36,778 Total liabilities $ 43,306 $ 38,476 SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Balance Sheets December 31, 2023 January 1, 2023 (in thousands, except share data) Assets Current assets Income tax receivable $ 172 $ 169 Total current assets 172 169 Due from subsidiaries 15,352 54,032 Investment in subsidiaries 53,740 53,669 Deferred income tax asset 3,419 1,616 Total assets $ 72,683 $ 109,486 Liabilities and Shareholders’ Equity Current liabilities Short-term financing, net of unamortized debt issuance costs $ 18,943 $ 55,817 Total current liabilities 18,943 55,817 Total liabilities 18,943 55,817 Commitments and contingencies (Note 12) Shareholders’ equity Preferred stock, $0.01 par value per share (80,000,000 shares authorized; zero shares issued and outstanding as of December 31, 2023 and January 1, 2023) — — Common stock, $0.01 par value per share (200,000,000 shares authorized; 47,028,159 and 43,704,876 shares issued and outstanding as of December 31, 2023 and January 1, 2023, respectively) 470 437 Additional paid-in capital 178,473 147,304 Accumulated deficit (125,203) (94,072) Total shareholders’ equity 53,740 53,669 Total liabilities and shareholders’ equity $ 72,683 $ 109,486
Schedule of Condensed Income Statements	The following table shows the revenue and expenses of Oxbow Realty that are consolidated for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022. These results of Oxbow Realty are presented prior to consolidation, and thus do not reflect the elimination of intercompany transactions. Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 Revenue $ 6,861 $ 5,052 $ 5,018 General and administrative expenses (90) 1,016 382 Interest expense 1,252 1,314 1,343 Income tax expense 36 — — Total expenses 1,198 2,330 1,725 Net income $ 5,663 $ 2,722 $ 3,293 SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Statements of Operations Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 (in thousands, except 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 (30,756) (39,593) (50,696) Net loss $ (30,756) $ (39,593) $ (50,696) Net loss per share attributable to common shareholders, basic and diluted $ (0.68) $ (0.97) $ (1.76)

Condensed Financial Informati_2

Condensed Financial Information (Parent Company Only) (Tables)	12 Months Ended
	Dec. 31, 2023
Condensed Financial Information Disclosure [Abstract]
Schedule of Condensed Balance Sheets	The following table shows the carrying amounts of assets and liabilities of Oxbow Realty that are consolidated by the Company as of December 31, 2023 and January 1, 2023. The assets and liabilities are presented prior to consolidation, and thus do not reflect the elimination of intercompany balances. December 31, 2023 January 1, 2023 Cash and cash equivalents $ 9 $ 16 Accounts receivable 8,807 — Prepaid expenses — 860 Finance receivable 40,707 37,652 Other assets 744 256 Total assets $ 50,267 $ 38,784 Accounts payable $ 6,053 $ 117 Accrued expenses 248 1,581 Contract liabilities 1,283 — Debt 35,722 36,778 Total liabilities $ 43,306 $ 38,476 SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Balance Sheets December 31, 2023 January 1, 2023 (in thousands, except share data) Assets Current assets Income tax receivable $ 172 $ 169 Total current assets 172 169 Due from subsidiaries 15,352 54,032 Investment in subsidiaries 53,740 53,669 Deferred income tax asset 3,419 1,616 Total assets $ 72,683 $ 109,486 Liabilities and Shareholders’ Equity Current liabilities Short-term financing, net of unamortized debt issuance costs $ 18,943 $ 55,817 Total current liabilities 18,943 55,817 Total liabilities 18,943 55,817 Commitments and contingencies (Note 12) Shareholders’ equity Preferred stock, $0.01 par value per share (80,000,000 shares authorized; zero shares issued and outstanding as of December 31, 2023 and January 1, 2023) — — Common stock, $0.01 par value per share (200,000,000 shares authorized; 47,028,159 and 43,704,876 shares issued and outstanding as of December 31, 2023 and January 1, 2023, respectively) 470 437 Additional paid-in capital 178,473 147,304 Accumulated deficit (125,203) (94,072) Total shareholders’ equity 53,740 53,669 Total liabilities and shareholders’ equity $ 72,683 $ 109,486
Schedule of Condensed Income Statements	The following table shows the revenue and expenses of Oxbow Realty that are consolidated for the fiscal years ended December 31, 2023, January 1, 2023, and January 2, 2022. These results of Oxbow Realty are presented prior to consolidation, and thus do not reflect the elimination of intercompany transactions. Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 Revenue $ 6,861 $ 5,052 $ 5,018 General and administrative expenses (90) 1,016 382 Interest expense 1,252 1,314 1,343 Income tax expense 36 — — Total expenses 1,198 2,330 1,725 Net income $ 5,663 $ 2,722 $ 3,293 SKYWATER TECHNOLOGY, INC. (Parent Company Only) Condensed Statements of Operations Fiscal Year Ended December 31, 2023 January 1, 2023 January 2, 2022 (in thousands, except 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 (30,756) (39,593) (50,696) Net loss $ (30,756) $ (39,593) $ (50,696) Net loss per share attributable to common shareholders, basic and diluted $ (0.68) $ (0.97) $ (1.76)

Basis of Presentation and Pri_3

Basis of Presentation and Principles of Consolidation - Narrative (Details)			12 Months Ended
	Aug. 17, 2022 USD ($)	Jan. 25, 2021 USD ($)	Dec. 31, 2023 USD ($) segment shares	Jan. 01, 2023 USD ($) shares	Jan. 02, 2022 USD ($) shares
Accounting Policies [Line Items]
Net losses incurred			$ (30,756,000)	$ (39,593,000)	$ (50,696,000)
Cash and cash equivalents			18,382,000	30,025,000
Lease payment			$ 49,000	$ 49,000
Number of reportable segment | segment			1
Center For NeoVation
Accounting Policies [Line Items]
Lease contract term		20 years
Contract, termination period		18 months	18 months
Maximum | Center For NeoVation
Accounting Policies [Line Items]
Contract termination fee		$ 15,000
CNF Lease
Accounting Policies [Line Items]
Lease contract term		23 years
Lease payment		$ 1
Restricted Stock Units And Stock Options
Accounting Policies [Line Items]
Units excluded from computation (in shares) | shares			2,294,000	2,209,000	2,731,000
Funding to Meet Obligations as they Become Due | Affiliated Entity
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
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Numerator:
Net loss attributable to SkyWater Technology, Inc.	$ (30,756)	$ (39,593)	$ (50,696)
Undistributed preferred return to Class B preferred unitholders, basic	0	0	(398)
Undistributed preferred return to Class B preferred unitholders, diluted	0	0	(398)
Net loss attributable to common shareholders, basic	(30,756)	(39,593)	(51,094)
Net loss attributable to common shareholders, diluted	$ (30,756)	$ (39,593)	$ (51,094)
Denominator:
Weighted average shares outstanding, basic (in shares)	45,506,598	40,835,186	29,038,174
Weighted average shares outstanding, diluted (in shares)	45,506,598	40,835,186	29,038,174
Net loss per common share, basic (in USD per share)	$ (0.68)	$ (0.97)	$ (1.76)
Net loss per common share, diluted (in USD per share)	$ (0.68)	$ (0.97)	$ (1.76)
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:
Number of units converted (in shares)			18,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022	Jan. 02, 2023	Jan. 03, 2022	Dec. 01, 2021	Nov. 30, 2021	Jan. 03, 2021	Mar. 31, 2017
Accounting Policies [Line Items]
Operating lease right-of-use assets		$ 96,000	$ 141,000			$ 184,000
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]		Other assets	Other assets			Other assets
Operating lease, liability		$ 100,000	$ 144,000			$ 184,000
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]		Accrued expenses, Other long-term liabilities	Accrued expenses, Other long-term liabilities			Accrued expenses, Other long-term liabilities
Stockholders' equity, including portion attributable to noncontrolling interest		$ 60,701,000	$ 53,977,000	$ 59,927,000					$ (1,584,000)
Accounts receivable, allowance for credit loss		180,000	1,638,000	0
Contract assets, net of allowance		29,666,000	34,625,000
Contract with customer, asset, allowance for credit loss		99,000	0	0
Impairment of long-lived assets		0	0
Change in fair value of contingent consideration		0	0	(2,710,000)
Accumulated Deficit
Accounting Policies [Line Items]
Stockholders' equity, including portion attributable to noncontrolling interest		(125,203,000)	(94,072,000)	(54,479,000)					$ (3,783,000)
Cumulative Effect, Period of Adoption, Adjustment
Accounting Policies [Line Items]
Stockholders' equity, including portion attributable to noncontrolling interest			(375,000)
Accounts receivable, allowance for credit loss			168,000	0
Contract with customer, asset, allowance for credit loss			207,000	0
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit
Accounting Policies [Line Items]
Stockholders' equity, including portion attributable to noncontrolling interest			(375,000)		$ 375,000
Wafer Services
Accounting Policies [Line Items]
Revenue	$ 8,290,000
Cypress
Accounting Policies [Line Items]
Contingent consideration liability										$ 24,900,000
Cash paid for contingent consideration			816,000	7,374,000
Change in fair value of contingent consideration		0	0	$ (2,710,000)
Software and licensed technology
Accounting Policies [Line Items]
Acquired third-party intangible assets		$ 1,871,000	$ 3,462,000
Weighted average estimated life of acquired intangibles		7 years 6 months	9 years 3 months 18 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	1 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Disaggregation of Revenue [Line Items]
Lease Revenue Per Topic 842		$ 4,668	$ 4,668	$ 4,668
Total Revenue		286,682	212,941	162,848
Contract with customer liability		22,014	18,601
Point-in-Time
Disaggregation of Revenue [Line Items]
Topic 606 Revenue		22,215	21,758	70,316
Over Time
Disaggregation of Revenue [Line Items]
Topic 606 Revenue		259,799	186,515	87,864
Advanced Technology Services (ATS) Development
Disaggregation of Revenue [Line Items]
Lease Revenue Per Topic 842		4,668	4,668	4,668
Total Revenue		210,904	137,900	92,532
Advanced Technology Services (ATS) Development | Point-in-Time
Disaggregation of Revenue [Line Items]
Topic 606 Revenue		0	0	0
Advanced Technology Services (ATS) Development | Over Time
Disaggregation of Revenue [Line Items]
Topic 606 Revenue		206,236	133,232	87,864
Time and materials contracts
Disaggregation of Revenue [Line Items]
Lease Revenue Per Topic 842		0	0	0
Total Revenue		122,343	85,294	48,014
Time and materials contracts | Point-in-Time
Disaggregation of Revenue [Line Items]
Topic 606 Revenue		0	0	0
Time and materials contracts | Over Time
Disaggregation of Revenue [Line Items]
Topic 606 Revenue		122,343	85,294	48,014
Fixed price contracts
Disaggregation of Revenue [Line Items]
Lease Revenue Per Topic 842		0	0	0
Total Revenue		83,893	47,938	39,850
Fixed price contracts | Point-in-Time
Disaggregation of Revenue [Line Items]
Topic 606 Revenue		0	0	0
Fixed price contracts | Over Time
Disaggregation of Revenue [Line Items]
Topic 606 Revenue		83,893	47,938	39,850
Other
Disaggregation of Revenue [Line Items]
Lease Revenue Per Topic 842		4,668	4,668	4,668
Total Revenue		4,668	4,668	4,668
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
Tools
Disaggregation of Revenue [Line Items]
Lease Revenue Per Topic 842		0	0	0
Total Revenue		14,651	1,546	19,159
Tools | Point-in-Time
Disaggregation of Revenue [Line Items]
Topic 606 Revenue		14,651	1,546	19,159
Tools | Over Time
Disaggregation of Revenue [Line Items]
Topic 606 Revenue		0	0	0
Wafer Services
Disaggregation of Revenue [Line Items]
Topic 606 Revenue	$ 8,290
Lease Revenue Per Topic 842		0	0	0
Total Revenue		61,127	73,495	51,157
Wafer Services | Point-in-Time
Disaggregation of Revenue [Line Items]
Topic 606 Revenue		7,564	20,212	51,157
Contract with customer liability			11,049
Wafer Services | Over Time
Disaggregation of Revenue [Line Items]
Topic 606 Revenue		$ 53,563	53,283	$ 0
Contract with customer liability			$ 48,798

Revenue - Schedule of Revenue b

Revenue - Schedule of Revenue by Country (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 286,682	$ 212,941	$ 162,848
United States
Disaggregation of Revenue [Line Items]
Revenue	261,274	184,908	141,106
Canada
Disaggregation of Revenue [Line Items]
Revenue	8,327	4,135	6,216
Hong Kong
Disaggregation of Revenue [Line Items]
Revenue	6,406	6,181	923
United Kingdom
Disaggregation of Revenue [Line Items]
Revenue	4,639	7,147	9,226
All others
Disaggregation of Revenue [Line Items]
Revenue	$ 6,036	$ 10,570	$ 5,377

Revenue - Schedule of Revenue_2

Revenue - Schedule of Revenue by Major Customers (Details) - Revenue Benchmark - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Customer A
Disaggregation of Revenue [Line Items]
Customer percentage of revenue (as a percent)	24%	20%	24%
Customer B
Disaggregation of Revenue [Line Items]
Customer percentage of revenue (as a percent)	17%	28%	25%
Customer E
Disaggregation of Revenue [Line Items]
Customer percentage of revenue (as a percent)	15%	11%
Customer F
Disaggregation of Revenue [Line Items]
Customer percentage of revenue (as a percent)	10%
Major Customers
Disaggregation of Revenue [Line Items]
Customer percentage of revenue (as a percent)	66%	59%	49%

Revenue - Narrative (Details)

Revenue - Narrative (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Jan. 01, 2023 USD ($)	Dec. 31, 2023 USD ($) contract	Jan. 01, 2023 USD ($)	Jan. 02, 2022 USD ($)	Jul. 03, 2022	Jul. 05, 2019
Disaggregation of Revenue [Line Items]
Amortization of deferred contract costs		$ 847	$ 1,885	$ 1,512
Contract assets, net of allowance	$ 34,625	29,666	34,625
Contract with customer, asset, allowance for credit loss	0	$ 99	$ 0	$ 0
Revenue recognized from modification of contract	$ 4,700
Number of contract modifications | contract		0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Disaggregation of Revenue [Line Items]
Revenue obligation amount		$ 127,961
Revenue recognition period		6 years 6 months
Expanded Equipment Sale and Facility Usage
Disaggregation of Revenue [Line Items]
Customer contract term					7 years	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]: 2024-01-01
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
	Dec. 31, 2023	Jan. 01, 2023
Contract With Customer, Asset [Roll Forward]
Contract assets at beginning of period	$ 34,625	$ 16,303
Transfers to accounts receivable, net	(33,868)	(15,980)
Increase due to revenue recognized in advance of customer billings	29,008	34,302
Contract assets at end of period	$ 29,765	$ 34,625

Revenue - Summary of Deferred R

Revenue - Summary of Deferred Revenue (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Current contract liabilities	$ 44,883	$ 23,519
Long-term contract liabilities	63,810	61,356
Total contract liabilities	108,693	84,875	$ 92,957
Current deferred lease revenue	4,668	4,667
Long-term deferred lease revenue	1,944	6,611
Total deferred lease revenue	6,612	11,278
Total current deferred revenue	49,551	28,186
Total long-term deferred revenue	65,754	67,967
Total deferred revenue	115,305	96,153
Customer Contract Including Funding Assistance For Facility Expansion
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Current contract liabilities	11,123	10,882
Total contract liabilities	$ 59,323	$ 68,917

Revenue - Changes in Contract L

Revenue - Changes in Contract Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023
Contract With Customer, Liability [Roll Forward]
Contract liabilities at beginning of period	$ 84,875	$ 92,957
Revenue recognized included in the balance at the beginning of the year	(22,014)	(18,601)
Increase due to payments received, excluding amounts recognized as revenue during the year	45,832	10,519
Contract liabilities at end of period	$ 108,693	$ 84,875

Balance Sheet Information - Sum

Balance Sheet Information - Summary of Credit Losses, Accounts Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023
Allowance for credit losses - Accounts receivable
Balance at beginning of period	$ 1,638	$ 0
Provision for credit losses	146	1,638
Accounts written-off	1,772	0
Less recoveries of accounts charged-off	0	0
Net account charge-offs (recoveries)	1,772	0
Balance at end of period	180	1,638
Cumulative Effect, Period of Adoption, Adjustment
Allowance for credit losses - Accounts receivable
Balance at beginning of period	$ 168	0
Balance at end of period		$ 168

Balance Sheet Information - Sch

Balance Sheet Information - Schedule of Contract Assets, Allowance for Credit Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023
Allowance for credit losses - Contract assets
Balance at beginning of period	$ 0	$ 0
Provision for credit losses	(108)	0
Accounts written-off	0	0
Less recoveries of accounts charged-off	0	0
Net account charge-offs (recoveries)	0	0
Balance at end of period	99	0
Cumulative Effect, Period of Adoption, Adjustment
Allowance for credit losses - Contract assets
Balance at beginning of period	$ 207	0
Balance at end of period		$ 207

Balance Sheet Information - S_2

Balance Sheet Information - Summary of Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Balance Sheet Information [Abstract]
Raw materials	$ 4,775	$ 3,991
Work-in-process	19	359
Supplies and spare parts	10,547	9,047
Total inventories, current	15,341	13,397
Inventory, non-current	3,293	2,605
Total inventory	$ 18,634	$ 16,002

Balance Sheet Information - S_3

Balance Sheet Information - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Balance Sheet Information [Abstract]
Prepaid expenses	$ 2,663	$ 2,395
Prepaid inventory	0	129
Equipment purchased for customers	12,737	5,669
Deferred contract costs	1,453	2,097
Total prepaid assets and other current assets	$ 16,853	$ 10,290

Balance Sheet Information - S_4

Balance Sheet Information - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	$ 297,134	$ 290,559
Less: accumulated depreciation	(137,767)	(110,644)
Property and equipment, net	159,367	179,915
Finance lease, right-of-use asset, before accumulated amortization	13,332	12,521
Finance lease, right-of-use asset, accumulated amortization	(3,976)	(2,781)
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	88,782	88,141
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	193,977	187,276
Fixed assets not yet in service
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	$ 8,979	$ 9,746

Balance Sheet Information - Nar

Balance Sheet Information - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022	Dec. 01, 2021	Nov. 30, 2021
Debt Instrument [Line Items]
Depreciation expense	$ 27,123	$ 26,353	$ 25,478
Service Life
Debt Instrument [Line Items]
Depreciation expense		(1,775)
Machinery and equipment
Debt Instrument [Line Items]
Property and equipment useful life				10 years	7 years
Software and licensed technology
Debt Instrument [Line Items]
Acquired third-party intangible assets	$ 1,871	$ 3,462
Weighted average estimated life of acquired intangibles	7 years 6 months	9 years 3 months 18 days
Amortization of intangible assets	$ 1,807	$ 1,839	$ 1,537

Balance Sheet Information - S_5

Balance Sheet Information - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Finite-Lived Intangible Assets [Line Items]
Less: accumulated amortization	$ (6,476)	$ (4,669)
Total intangible assets, net	5,672	5,608
Software and licensed technology
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, at cost	$ 12,148	$ 10,277

Balance Sheet Information - S_6

Balance Sheet Information - Summary of Remaining Estimated Aggregate Annual Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Balance Sheet Information [Abstract]
2024	$ 1,269
2025	1,068
2026	758
2027	367
2028	367
Thereafter	1,843
Total intangible assets, net	$ 5,672	$ 5,608

Balance Sheet Information - S_7

Balance Sheet Information - Summary of Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023	Jan. 03, 2022
Balance Sheet Information [Abstract]
Inventory, non-current	$ 3,293	$ 2,605
Operating lease right-of-use assets	$ 96	$ 141	$ 184
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Total other assets	Total other assets	Total other assets
Other assets	$ 1,953	$ 944
Total other assets	$ 5,342	$ 3,690

Balance Sheet Information - S_8

Balance Sheet Information - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023
Balance Sheet Information [Abstract]
Accrued compensation	$ 10,947	$ 5,705
Licensed technology	0	1,500
Accrued commissions	488	30
Accrued fixed asset expenditures	0	20
Accrued royalties	3,122	4,734
Current portion of operating lease liabilities	$ 48	$ 44
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total accrued expenses	Total accrued expenses
Current portion of finance lease liabilities	$ 645	$ 786
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total accrued expenses	Total accrued expenses
Accrued inventory	$ 1,261	$ 1,294
Accrued consulting fees	9,345	0
Accrued restructuring costs (1)	1,319	0
Other accrued expenses	21,116	11,099
Total accrued expenses	48,291	$ 25,212
Payments for restructuring	602
Restructuring costs	$ 1,921

Balance Sheet Information - S_9

Balance Sheet Information - Schedule of Other Long-term Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023	Jan. 03, 2022
Balance Sheet Information [Abstract]
Finance lease obligations	$ 9,275	$ 9,257
Operating lease liability	52	100
Accrued customer payable	0	3,728
Licensed technology	0	500
Total other long-term liabilities	$ 9,327	$ 13,585
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Total other long-term liabilities	Total other long-term liabilities
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets	Other assets

Debt - Summary of Debt Outstand

Debt - Summary of Debt Outstanding (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Debt Instrument [Line Items]
Short-term financing, net of unamortized debt issuance costs	$ 22,765	$ 55,817
Total short-term financing, net of unamortized debt issuance costs		55,816
Unamortized debt issuance costs	(2,851)	(4,277)
Long-term debt	42,564
Unamortized debt issuance costs	(2,490)	(2,826)
Total	40,074	37,037
Less: Current portion of long-term debt	(3,976)	(1,855)
Total long-term debt, excluding current portion		35,182
Total long-term debt, excluding current portion	36,098	35,181
Financing loan
Debt Instrument [Line Items]
Long-term debt	6,799	3,037
VIEs | Financing loan
Debt Instrument [Line Items]
Long-term debt	35,765	36,826
Financing loan
Debt Instrument [Line Items]
Short-term financing, net of unamortized debt issuance costs	3,822	0
Revolving Credit Facility | Revolver
Debt Instrument [Line Items]
Short-term financing, net of unamortized debt issuance costs	$ 21,794	$ 60,093

Debt - Narrative (Details)

Debt - Narrative (Details)				3 Months Ended	12 Months Ended
	Dec. 28, 2022 USD ($)	Jun. 10, 2021 USD ($)	Sep. 30, 2020 USD ($)	Jan. 01, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jan. 01, 2023 USD ($)	Jan. 02, 2022 USD ($)	Apr. 18, 2020 USD ($)
Debt Instrument [Line Items]
Repayment of outstanding amounts					$ 2,356,000	$ 1,224,000	$ 990,000
Short-term financing, net of unamortized debt issuance costs				$ 55,817,000	22,765,000	55,817,000
Proceeds from sale of other assets				3,100,000	5,190,000
Long-term debt					42,564,000
Loss on debt extinguishment		$ 6,453,000			0	(1,101,000)	$ 0
Financing loan
Debt Instrument [Line Items]
Short-term financing, net of unamortized debt issuance costs				0	3,822,000	0
VIEs
Debt Instrument [Line Items]
Accumulated excess payment receivable					7,936,000
Revolving Credit Facility
Debt Instrument [Line Items]
Remaining balance of revolver					78,205,000
Revolving Credit Facility | Line of Credit
Debt Instrument [Line Items]
Short-term financing, net of unamortized debt issuance costs				60,093,000	$ 21,794,000	60,093,000
Debt instrument, interest rate					10.60%
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 | Minimum
Debt Instrument [Line Items]
Fixed charge coverage ratio	1
Seina Lending Group LLC | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Variable rate spread (as a percent)	2.50%
Seina Lending Group LLC | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Minimum
Debt Instrument [Line Items]
Fixed charge coverage ratio	0.0525
Seina Lending Group LLC | Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | Maximum
Debt Instrument [Line Items]
Fixed charge coverage ratio	0.0625
Seina Lending Group LLC | Revolving Credit Facility | Base Rate
Debt Instrument [Line Items]
Variable rate spread (as a percent)	0.50%
Seina Lending Group LLC | Revolving Credit Facility | Base Rate | Minimum
Debt Instrument [Line Items]
Fixed charge coverage ratio	0.0425
Seina Lending Group LLC | Revolving Credit Facility | Base Rate | Maximum
Debt Instrument [Line Items]
Fixed charge coverage ratio	0.0525
Seina Lending Group LLC | Revolving Credit Facility | Fed Funds Rate
Debt Instrument [Line Items]
Variable rate spread (as a percent)	7%
Line of Credit
Debt Instrument [Line Items]
Revolving credit agreement borrowing capacity	$ 100,000,000
Unamortized debt issuance costs				4,277,000		4,277,000
Repayment of outstanding amounts	43,495,000
Write-off of unamortized debt issuance costs	$ 1,101,000
Financing loan
Debt Instrument [Line Items]
Unamortized debt issuance costs					$ 3,487,000
Long-term debt				3,037,000	6,799,000	3,037,000
Financing loan | VIEs
Debt Instrument [Line Items]
Debt instrument, interest rate			3.44%
Face amount of debt			$ 39,000,000
Periodic payment installments			$ 194,000
Debt instrument, term			10 years
Unamortized debt issuance costs					65,000
Long-term debt				$ 36,826,000	$ 35,765,000	$ 36,826,000
Paycheck Protection Program Loan
Debt Instrument [Line Items]
Long-term debt								$ 6,453,000

Debt - Summary of Future Princi

Debt - Summary of Future Principal Payments (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Debt Instruments [Abstract]
2024	$ 3,557
2025	3,879
2026	2,771
2027	1,219
2028	1,259
Thereafter	29,879
Total	$ 42,564

Income Taxes - Schedule of Comp

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Current:
Federal	$ 8	$ 562	$ 379
State	41	3	(106)
Total current tax expense	49	565	273
Deferred:
Federal	(570)	148	(6,794)
State	0	96	(269)
Total deferred tax (benefit) expense	(570)	244	(7,063)
Income tax (benefit) expense	$ (521)	$ 809	$ (6,790)

Income Taxes - Schedule of Effe

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Income Tax Disclosure [Abstract]
Statutory federal tax rate	21%
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Taxes at U.S. statutory tax rate	$ (5,379)	$ (7,573)	$ (11,381)
State income taxes, net of federal income tax benefit	(1,053)	(1,689)	(1,023)
Paycheck Protection Program loan forgiveness	0	0	(1,477)
Permanent differences	580	337	59
Federal tax credits	(385)	0	(400)
Return to provision adjustments	(399)	0	0
Remeasurement of deferred tax assets and liabilities	548	(1,469)	0
Change in valuation allowance	6,256	10,035	8,210
Equity-based compensation	(200)	652	0
Non-deductible executive compensation	891	541	561
Non-controlling interest	(1,194)	(746)	(745)
Other	(186)	721	(594)
Income tax (benefit) expense	$ (521)	$ 809	$ (6,790)
Effective income tax rate	2%	(2.20%)	12.50%

Income Taxes - Schedule of Defe

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Deferred tax assets:
Deferred compensation and accrued vacation	$ 187	$ 493
Deferred revenue	17,295	21,969
Financing lease	9,205	8,621
Net operating loss and credit carryforwards	11,703	11,970
Inventory	5,277	9,414
Equity-based compensation	1,317	1,539
Research and development expense	10,992	2,068
Interest expense limitation	1,973	1,846
Lease liability	2,054	2,213
Other	2,324	645
Total deferred tax assets	62,327	60,778
Deferred tax liabilities:
Property and equipment	(36,180)	(41,652)
Prepaids and other	(715)	(510)
Total deferred tax liabilities	(36,895)	(42,162)
Net deferred tax asset	25,432	18,616
Valuation allowance	(26,111)	(19,855)
Net deferred tax liability after valuation allowance	$ (679)	$ (1,239)

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Income Tax Contingency [Line Items]
Valuation allowance	$ (26,111,000)	$ (19,855,000)
Research and development	10,992,000	2,068,000
Liability for uncertain tax positions	0
Penalties and interest expense	0	0	$ 0
Federal Tax Authority
Income Tax Contingency [Line Items]
Operating loss carryforwards	10,257,000	10,257,000
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Operating loss carryforwards	$ 11,970,000	$ 11,970,000

Shareholders' Equity (Details)

Shareholders' Equity (Details)					12 Months Ended
	Nov. 17, 2022 USD ($) $ / shares shares	Sep. 02, 2022 USD ($)	Apr. 23, 2021 USD ($) $ / shares shares	Apr. 14, 2021 class $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Jan. 01, 2023 USD ($) $ / shares shares	Jan. 02, 2022 USD ($) shares	Jan. 03, 2021 shares
Class of Stock [Line Items]
Number of classes of limited liability interests | class				3
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
Common shares, per share (in USD per share) | $ / shares				$ 0.01	$ 0.01	$ 0.01
Preferred shares authorized (in shares)				80,000,000	80,000,000	80,000,000
Preferred shares, per share (in USD per share) | $ / shares				$ 0.01	$ 0.01	$ 0.01
Common shares, issued (in shares)					47,028,159	43,704,876
Common stock, shares outstanding (in shares)					47,028,159	43,704,876
Preferred shares outstanding (in shares)					0	0
Stock offering costs | $					$ 0	$ 456,000	$ 1,867,000
IPO
Class of Stock [Line Items]
Underwriting discounts and commissions | $			$ 7,844,000
Stock offering costs | $			$ 4,050,000
Open Market Sales | Jefferies LLC
Class of Stock [Line Items]
Shares issued in public offering (in shares)					2,081,167	435,419
Public offering price per share (in USD per share) | $ / shares					$ 10.10	$ 9.28
Stock offering costs | $					$ 631,000	$ 581,000
Sale of stock, ATM authorized amount | $		$ 100,000,000
Proceeds from issuance or sale of equity | $					21,029,000	$ 4,040,000
Amount of shares available for issuance | $					$ 74,930,000
Common Stock
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)					47,028,000	43,705,000	39,836,000	0
Conversion of units (in shares)				31,055,743
Common Stock | IPO
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
Common Stock | Public oOffering | Needham & Company, LLC
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
Common Stock | Class B Preferred Unitholders
Class of Stock [Line Items]
Conversion of units (in shares)				27,995,400
Common Stock | Common Unit Holders
Class of Stock [Line Items]
Conversion of units (in shares)				3,060,343
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%

Equity-Based Compensation - Nar

Equity-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jun. 07, 2023	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance (in shares)	9,522,000
Share-based compensation expense		$ 6,860	$ 8,216	$ 11,677
Weighted average grant-date fair value of options granted (in USD per share)		$ 6.65	$ 5.50	$ 5.38
Fair value of units vested		$ 5,001	$ 6,749	$ 13,960
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]
Share-based compensation expense		2,157	$ 1,647	1,348
Unrecognized compensation cost		$ 5,961
Weighted average period of recognition for unrecognized compensation cost		2 years 9 months 18 days
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
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
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost		$ 4,503
Weighted average period of recognition for unrecognized compensation cost		1 year 4 months 24 days	1 year 4 months 24 days
Fair value of units vested		$ 3,560	$ 5,692	10,000
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		1,143	$ 877	$ 0
Unrecognized compensation cost		$ 181
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)		326,000	188,000	0
Amount withheld on behalf employees for future purchases		$ 735	$ 983
Employee Stock | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for ESPP issuance (in shares)	1,464,000
Percentage of fair value of shares at grant date to determine purchase price	15%

Equity-Based Compensation - Sch

Equity-Based Compensation - Schedule of Option Pricing Model Assumption (Details) - Options	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life	6 years 3 months	6 years 3 months
Expected volatility minimum	75.10%
Expected volatility maximum	76.50%
Expected volatility		73%	46%
Risk-free interest rate, minimum	3.47%		0.09%
Risk-free interest rate, maximum	4.66%		1.38%
Risk-free interest rate		2.10%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life			1 year 1 month 17 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life			6 years 3 months

Equity-Based Compensation - S_2

Equity-Based Compensation - Schedule of Option Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Number of Stock Options
Number of stock options outstanding at beginning of period (in shares) | shares	1,110,000
Number of stock options granted (in shares) | shares	890,000
Number of stock options exercised (in shares) | shares	0
Number of stock options forfeited or canceled (in shares) | shares	(363,000)
Number of stock options outstanding at end of period (in shares) | shares	1,637,000
Number of stock options vested and exercisable (in shares) | shares	254,000
Weighted Average Exercise Price Per Share
Weighted average exercise of options outstanding at beginning of period (in USD per share) | $ / shares	$ 12.92
Weighted average exercise of options granted (in USD per share) | $ / shares	9.72
Weighted average exercise of options exercised (in USD per share) | $ / shares	0
Weighted average exercise of options forfeited or canceled (in USD per share) | $ / shares	11.24
Weighted average exercise of options outstanding at end of period (in USD per share) | $ / shares	11.32
Weighted average exercise of options vested and exercisable (in USD per share) | $ / shares	$ 12.97
Weighted-average remaining contractual life of shares outstanding	8 years 6 months
Weighted-average remaining contractual life of shares vested and exercisable	7 years 8 months 12 days
Aggregate intrinsic value of shares outstanding | $	$ 619
Aggregate intrinsic value of shares vested and exercisable | $	$ 0

Equity-Based Compensation - S_3

Equity-Based Compensation - Schedule of RSU Activity (Details) - Restricted Stock Units (RSUs)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Number of Restricted Common Stock Units
RSUs outstanding at beginning of period (in shares) | shares	1,099,000
RSUs granted (in shares) | shares	555,000
RSUs vested (in shares) | shares	(808,000)
RSUs forfeited or canceled (in shares) | shares	(189,000)
RSUs outstanding at end of period (in shares) | shares	657,000
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	$ 7.99
Weighted average grant date fair value of RSUs granted (in USD per share) | $ / shares	9.88
Weighted average grant date fair value of RSUs vested (in USD per share) | $ / shares	6.19
Weighted average grant date fair value of RSUs forfeited or canceled (in USD per share) | $ / shares	11.24
Weighted average grant date fair value of RSUs outstanding at end of period (in USD per share) | $ / shares	$ 10.18

Equity-Based Compensation - S_4

Equity-Based Compensation - Schedule of ESPP Pricing Model Assumption (Details) - Employee Stock - $ / shares	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	75.10%	73%	46.30%
Expected life	6 months	6 months	6 months
Risk-free interest rate	5.34%	3.34%	0.06%
Weighted average grant-date fair value per share (in USD per share)	$ 3.57	$ 4.45	$ 8.87

Equity-Based Compensation - S_5

Equity-Based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 6,860	$ 8,216	$ 11,677
Cost of revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	1,555	2,470	2,550
Research and development expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	464	575	1,148
Selling, general and administrative expense
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 4,841	$ 5,171	$ 7,979

Benefit Plans (Details)

Benefit Plans (Details) $ in Thousands	10 Months Ended	12 Months Ended
	Mar. 31, 2023 payment	Dec. 31, 2023 USD ($)	Jan. 01, 2023 USD ($)	Jan. 02, 2022 USD ($)
401(k) Plan
Defined Contribution Plan Disclosure [Line Items]
Employer discretionary contribution, vesting period		2 years
Employer contributions		$ 1,879	$ 1,531	$ 1,751
LTIP
Defined Contribution Plan Disclosure [Line Items]
Number of equal payments | payment	4
Compensation expense			$ 390	$ 855
LTIP | Benefit Plan, Tranche One
Defined Contribution Plan Disclosure [Line Items]
Vesting percentage (as a percent)		0.50
Vesting period		3 years
LTIP | Benefit Plan, Tranche Two
Defined Contribution Plan Disclosure [Line Items]
Vesting percentage (as a percent)		1
Vesting period		5 years
LTIP | Benefit Plan, Tranche Three
Defined Contribution Plan Disclosure [Line Items]
Vesting percentage (as a percent)		1

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Change in Level 3 Assets Measured at Fair Value On a Recurring Basis (Detail) - Contingent Consideration - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	$ 0	$ 816
Payments		(816)
Change in fair value	0	0
Balance at end of period	$ 0	$ 0

Commitments and Contingencies -

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	Jan. 25, 2021	Dec. 31, 2023	Feb. 28, 2023	Jan. 01, 2023
Commitments And Contingencies [Line Items]
Liability for loss claims per individual		$ 200
Liability for loss claims total		9,138
Accrued liability for self-insurance costs		568		$ 736
Contractual commitments outstanding		7,910		4,836
Finance lease right-of-use assets		$ 9,356		$ 9,740
Matching Share Of Osceola Project Costs
Commitments And Contingencies [Line Items]
Commitment, percentage			20%
Other commitment			$ 9,100
Matching Share Of Osceola Project Costs | Maximum
Commitments And Contingencies [Line Items]
Amount committed per quarter			$ 1,000
Center For NeoVation
Commitments And Contingencies [Line Items]
Lease contract term	20 years
Contract, termination period	18 months	18 months
Center For NeoVation | Maximum
Commitments And Contingencies [Line Items]
Contract termination fee	$ 15
Center For NeoVation | Term To Operate The Plant At Full Capacity
Commitments And Contingencies [Line Items]
Lease contract term	15 years
Center For NeoVation | Term To Bring The Plant To Full Production Capacity
Commitments And Contingencies [Line Items]
Lease contract term	5 years

Related Party Transactions - Na

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands		1 Months Ended		3 Months Ended	12 Months Ended
	Sep. 29, 2020	Dec. 31, 2023	Aug. 31, 2022	Jan. 03, 2021	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Related Party Transaction [Line Items]
Selling, general, and administrative expense					$ 63,911	$ 46,303	$ 43,595
Cost of revenue					227,390	186,974	170,320
Accounts payable		$ 19,614			19,614	21,102
Payments of third party transaction costs	$ 1,494
Lease payment					49	$ 49
Affiliated Entity | Oxbow Industries LLC | Management Fees
Related Party Transaction [Line Items]
Selling, general, and administrative expense							215
Affiliated Entity | Oxbow Industries LLC | Provide Funding
Related Party Transaction [Line Items]
Related party transaction			$ 12,500
Affiliated Entity | Oxbow Industries LLC | Consulting Arrangement for Optimization of Fab Operations
Related Party Transaction [Line Items]
Cost of revenue					1,161
Affiliated Entity | Oxbow Realty
Related Party Transaction [Line Items]
Related party transaction	39,000
Accounts payable		1,204			1,204
Monthly rental payment				$ 394
Sale leaseback, lease term				20 years
Annual percentage increase in monthly lease payments				2%
Lease payment		$ 418
Affiliated Entity | Oxbow Realty | Expenses Related to Sale of Land and Building
Related Party Transaction [Line Items]
Related party transaction	1,950
Board of Directors | Legal and Professional Services
Related Party Transaction [Line Items]
Selling, general, and administrative expense							$ 117
Principal Owner | Expenses Related to Sale of Land and Building
Related Party Transaction [Line Items]
Related party transaction	$ 1,950
Maximum | Affiliated Entity | Oxbow Industries LLC | Management and Financial Consulting Services
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	Dec. 31, 2023	Jan. 01, 2023	Jan. 03, 2022
Related Party Transaction [Line Items]
2024	$ 52
2025	53
2026	0
2027	0
2028	0
Thereafter	0
Total lease payments	105
Less: imputed interest	(5)
Total	100	$ 144	$ 184
Affiliated Entity | Oxbow Realty
Related Party Transaction [Line Items]
2024	5,048
2025	5,149
2026	5,252
2027	5,357
2028	5,464
Thereafter	72,408
Total lease payments	98,678
Less: imputed interest	(70,802)
Total	$ 27,876

Leases - Lease Expenses (Detail

Leases - Lease Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023
Leases [Abstract]
Operating lease cost	$ 51	$ 52
Amortization of assets	1,204	1,834
Interest on lease liabilities	848	763
Total net lease cost	$ 2,103	$ 2,649

Leases - Narrative (Details)

Leases - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Mar. 31, 2020
Leases [Abstract]
Short-term lease cost	$ 23	$ 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	$ 4,095	$ 2,902

Leases - Supplemental Cashflow

Leases - Supplemental Cashflow (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases	$ 49	$ 49
Operating cash flows used for finance leases	848	757
Financing cash flows used for finance leases	935	1,603	$ 1,115
Right of use assets obtained in exchange for lease liabilities
Operating leases	0	184
Finance leases	$ 811	$ 9,126

Leases - Weighted Average Lease

Leases - Weighted Average Lease Term and Discount Rates (Details)	Dec. 31, 2023	Jan. 01, 2023
Weighted average remaining lease term
Operating leases	2 years	3 years
Finance leases	12 years 6 months	13 years 8 months 12 days
Weighted average discount rate
Operating leases	4.80%	4.80%
Finance leases	8.70%	8.60%

Leases - Supplemental Balance S

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023	Jan. 03, 2022
Leases [Abstract]
Operating lease right-of-use assets	$ 96	$ 141	$ 184
Finance lease right-of-use assets	9,356	9,740
Total lease right-of-use assets	9,452	9,881
Current portion of operating lease liabilities	48	44
Operating lease liabilities, excluding current portion	52	100
Total	100	144	$ 184
Current portion of finance lease liabilities	645	786
Finance lease liabilities, excluding current portion	9,275	9,257
Total finance lease liabilities	9,920	10,043
Total lease liabilities	$ 10,020	$ 10,187
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	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	Accrued expenses
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Accrued expenses, Other long-term liabilities	Accrued expenses, Other long-term liabilities	Accrued expenses, Other long-term liabilities
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses	Accrued expenses
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities	Other long-term liabilities
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Accrued expenses, Other long-term liabilities	Accrued expenses, Other long-term liabilities

Leases - Future Maturities of L

Leases - Future Maturities of Lease Liability (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023	Jan. 03, 2022
Operating Leases
2024	$ 52
2025	53
2026	0
2027	0
2028	0
Thereafter	0
Total lease payments	105
Less imputed interest	(5)
Total lease liabilities	100	$ 144	$ 184
Finance Leases
2024	1,432
2025	1,353
2026	1,354
2027	1,341
2028	1,135
Thereafter	9,700
Total lease payments	16,315
Less imputed interest	(6,395)
Total lease liabilities	9,920	10,043
Total
2024	1,484
2025	1,406
2026	1,354
2027	1,341
2028	1,135
Thereafter	9,700
Total lease payments	16,420
Less imputed interest	(6,400)
Total lease liabilities	$ 10,020	$ 10,187

Inventory Write-down (Details)

Inventory Write-down (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Inventory Disclosure [Abstract]
Inventory write-down	$ 0	$ 0	$ 13,442

Variable Interest Entity - Summ

Variable Interest Entity - Summary of Condensed Balance Sheet Statements (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	$ 18,382	$ 30,025
Total assets	316,756	305,764
Contract liabilities	49,551	28,186
Total liabilities	256,055	251,787
VIEs
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	9	16
Accounts receivable	8,807	0
Prepaid expenses	0	860
Finance receivable	40,707	37,652
Other assets	744	256
Total assets	50,267	38,784
Accounts payable	6,053	117
Accrued expenses	248	1,581
Contract liabilities	1,283	0
Debt	35,722	36,778
Total liabilities	$ 43,306	$ 38,476

Variable Interest Entity - Su_2

Variable Interest Entity - Summary of Condensed Income Statements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Condensed Income Statements, Captions [Line Items]
Interest expense	$ 10,826	$ 5,194	$ 3,542
Income tax expense	(521)	809	(6,790)
Net income	(30,756)	(39,593)	(50,696)
VIEs
Condensed Income Statements, Captions [Line Items]
Revenue	6,861	5,052	5,018
General and administrative expenses	(90)
General and administrative expenses		1,016	382
Interest expense	1,252	1,314	1,343
Income tax expense	36	0	0
Total expenses	1,198	2,330	1,725
Net income	$ 5,663	$ 2,722	$ 3,293

Condensed Financial Informati_3

Condensed Financial Information (Parent Company Only) - Condensed Balance Sheets (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2023	Jan. 01, 2023	Apr. 14, 2021
Current assets
Income tax receivable	$ 172	$ 169
Total current assets	146,375	116,551
Total assets	316,756	305,764
Current liabilities
Short-term financing, net of unamortized debt issuance costs	22,765	55,817
Total current liabilities	144,197	132,172
Total liabilities	256,055	251,787
Commitments and Contingencies
Shareholders’ equity
Preferred stock, $0.01 par value per share (80,000,000 shares authorized; zero shares issued and outstanding as of December 31, 2023 and January 1, 2023)	0	0
Common stock, $0.01 par value per share (200,000,000 shares authorized; 47,028,159 and 43,704,876 shares issued and outstanding as of December 31, 2023 and January 1, 2023, respectively)	470	437
Additional paid-in capital	178,473	147,304
Accumulated deficit	(125,203)	(94,072)
Total shareholders’ equity, SkyWater Technology, Inc.	53,740	53,669
Total liabilities and shareholders’ equity	$ 316,756	$ 305,764
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)	47,028,159	43,704,876
Common stock, shares outstanding (in shares)	47,028,159	43,704,876
Parent Company
Current assets
Income tax receivable	$ 172	$ 169
Total current assets	172	169
Investment in subsidiaries	53,740	53,669
Deferred income tax asset	3,419	1,616
Total assets	72,683	109,486
Current liabilities
Short-term financing, net of unamortized debt issuance costs	18,943	55,817
Total current liabilities	18,943	55,817
Total liabilities	18,943	55,817
Commitments and Contingencies
Shareholders’ equity
Preferred stock, $0.01 par value per share (80,000,000 shares authorized; zero shares issued and outstanding as of December 31, 2023 and January 1, 2023)	0	0
Common stock, $0.01 par value per share (200,000,000 shares authorized; 47,028,159 and 43,704,876 shares issued and outstanding as of December 31, 2023 and January 1, 2023, respectively)	470	437
Additional paid-in capital	178,473	147,304
Accumulated deficit	(125,203)	(94,072)
Total shareholders’ equity, SkyWater Technology, Inc.	53,740	53,669
Total liabilities and shareholders’ equity	$ 72,683	$ 109,486
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)	47,028,159	43,704,876
Common stock, shares outstanding (in shares)	47,028,159	43,704,876
Subsidiaries | Parent Company
Current assets
Due from subsidiaries	$ 15,352	$ 54,032

Condensed Financial Informati_4

Condensed Financial Information (Parent Company Only) - Condensed Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Jan. 01, 2023	Jan. 02, 2022
Condensed Income Statements, Captions [Line Items]
Revenue	$ 286,682	$ 212,941	$ 162,848
Operating loss	(14,788)	(29,767)	(57,104)
Other income (expense), net	(10,826)	(6,295)	2,911
Loss before income taxes and equity in net loss of subsidiaries	(25,614)	(36,062)	(54,193)
Income tax expense (benefit)	(521)	809	(6,790)
Net loss attributable to SkyWater Technology, Inc.	$ (30,756)	$ (39,593)	$ (50,696)
Net loss per share attributable to common shareholders, basic (in USD per share)	$ (0.68)	$ (0.97)	$ (1.76)
Net loss per share attributable to common shareholders, diluted (in USD per share)	$ (0.68)	$ (0.97)	$ (1.76)
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 and equity in net loss of subsidiaries	0	0	0
Income tax expense (benefit)	0	0	0
Equity in net loss of subsidiaries	(30,756)	(39,593)	(50,696)
Net loss attributable to SkyWater Technology, Inc.	$ (30,756)	$ (39,593)	$ (50,696)
Net loss per share attributable to common shareholders, basic (in USD per share)	$ (0.68)	$ (0.97)	$ (1.76)
Net loss per share attributable to common shareholders, diluted (in USD per share)	$ (0.68)	$ (0.97)	$ (1.76)

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event - Disposed of by Sale - Equipment and Advanced Packaging Development Services $ in Thousands	Jan. 10, 2024 USD ($)
Subsequent Event [Line Items]
Sale consideration	$ 120,000
Sale period	5 years