Cover
Cover - shares | 3 Months Ended | |
Apr. 02, 2023 | May 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Apr. 02, 2023 | |
Document Transition Report | false | |
Entity Registrant Name | Enovix Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39753 | |
Entity Tax Identification Number | 85-3174357 | |
Entity Address, Address Line One | 3501 W Warren Avenue | |
Entity Address, City or Town | Fremont | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94538 | |
City Area Code | 510 | |
Local Phone Number | 695-2350 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | ENVX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 158,160,110 | |
Entity Central Index Key | 0001828318 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 293,751 | $ 322,851 |
Accounts receivable, net | 21 | 170 |
Inventory | 815 | 634 |
Deferred contract costs | 800 | 800 |
Prepaid expenses and other current assets | 5,857 | 5,193 |
Total current assets | 301,244 | 329,648 |
Property and equipment, net | 102,275 | 103,868 |
Operating lease, right-of-use assets | 6,205 | 6,133 |
Other assets, non-current | 881 | 937 |
Total assets | 410,605 | 440,586 |
Current liabilities: | ||
Accounts payable | 4,751 | 7,077 |
Accrued expenses | 8,685 | 7,089 |
Accrued compensation | 10,400 | 8,097 |
Deferred revenue | 350 | 50 |
Other liabilities | 916 | 716 |
Total current liabilities | 25,102 | 23,029 |
Warrant liability | 61,920 | 49,080 |
Operating lease liabilities, non-current | 8,010 | 8,234 |
Deferred revenue, non-current | 3,424 | 3,724 |
Other liabilities, non-current | 38 | 92 |
Total liabilities | 98,494 | 84,159 |
Commitments and Contingencies (Note 7) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; authorized shares of 1,000,000,000; issued and outstanding shares of 158,089,463 and 157,461,802 as of April 2, 2023 and January 1, 2023, respectively | 16 | 15 |
Preferred stock, $0.0001 par value; authorized shares of 10,000,000; no shares issued or outstanding as of April 2, 2023 and January 1, 2023, respectively | 0 | 0 |
Additional paid-in-capital | 770,472 | 741,186 |
Accumulated deficit | (458,377) | (384,774) |
Total stockholders’ equity | 312,111 | 356,427 |
Total liabilities and stockholders’ equity | $ 410,605 | $ 440,586 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Apr. 02, 2023 | Jan. 01, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 158,089,463 | 157,461,802 |
Common stock, shares outstanding (in shares) | 158,089,463 | 157,461,802 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 21 | $ 0 |
Cost of revenue | 12,248 | 515 |
Gross margin | (12,227) | (515) |
Operating expenses: | ||
Research and development | 23,749 | 12,731 |
Selling, general and administrative | 27,274 | 11,869 |
Total operating expenses | 51,023 | 24,600 |
Loss from operations | (63,250) | (25,115) |
Other income (expense): | ||
Change in fair value of convertible preferred stock warrants and common stock warrants | (12,840) | 67,800 |
Interest income, net | 2,466 | 24 |
Other income (expense), net | 21 | (2) |
Total other income (expense), net | (10,353) | 67,822 |
Net income (loss) and comprehensive income (loss) | $ (73,603) | $ 42,707 |
Net income (loss) per share, basic (in dollars per share) | $ (0.47) | $ 0.28 |
Weighted average number of common shares outstanding, basic (in shares) | 155,626,977 | 151,648,439 |
Net loss per share, diluted (in dollars per share) | $ (0.47) | $ (0.16) |
Weighted average number of common shares outstanding, diluted (in shares) | 155,626,977 | 153,338,462 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Jan. 02, 2022 | 152,272,287 | |||
Beginning balance at Jan. 02, 2022 | $ 326,117 | $ 15 | $ 659,254 | $ (333,152) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options (in shares) | 91,910 | |||
Issuance of common stock upon exercise of stock options | 200 | 200 | ||
Issuance of common stock upon exercise of common stock warrants (in shares) | 4,126,466 | |||
Issuance of common stock upon exercise of common stock warrants | 47,452 | 47,452 | ||
Early exercised stock option vested | 42 | 42 | ||
RSUs vested (in shares) | 34,941 | |||
Repurchase of unvested restricted common stock (in shares) | (105,886) | |||
Stock-based compensation | 4,536 | 4,536 | ||
Net (loss) income | 42,707 | 42,707 | ||
Ending balance (in shares) at Apr. 03, 2022 | 156,419,718 | |||
Ending balance at Apr. 03, 2022 | 421,054 | $ 15 | 711,484 | (290,445) |
Beginning balance (in shares) at Jan. 01, 2023 | 157,461,802 | |||
Beginning balance at Jan. 01, 2023 | $ 356,427 | $ 15 | 741,186 | (384,774) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock upon exercise of stock options (in shares) | 86,654 | 86,654 | ||
Issuance of common stock upon exercise of stock options | $ 328 | 328 | ||
Early exercised stock option vested | 83 | $ 1 | 82 | |
RSUs vested, net of shares withheld for taxes (in shares) | 679,606 | |||
RSUs vested, net of shares withheld for taxes | (777) | (777) | ||
Repurchase of unvested restricted common stock (in shares) | (138,599) | |||
Stock-based compensation | 29,653 | 29,653 | ||
Net (loss) income | (73,603) | (73,603) | ||
Ending balance (in shares) at Apr. 02, 2023 | 158,089,463 | |||
Ending balance at Apr. 02, 2023 | $ 312,111 | $ 16 | $ 770,472 | $ (458,377) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (73,603) | $ 42,707 |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Depreciation | 3,455 | 314 |
Amortization of right-of-use assets | 143 | 134 |
Stock-based compensation | 29,157 | 5,238 |
Changes in fair value of convertible preferred stock warrants and common stock warrants | 12,840 | (67,800) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 149 | 0 |
Inventory | (181) | 0 |
Prepaid expenses and other assets | 364 | (51) |
Deferred contract costs | 0 | 8 |
Accounts payable | (1,792) | (959) |
Accrued expenses and compensation | 3,858 | 555 |
Other liabilities | (1) | 165 |
Net cash used in operating activities | (25,611) | (19,689) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (3,032) | (10,451) |
Net cash used in investing activities | (3,032) | (10,451) |
Cash flows from financing activities: | ||
Proceeds from exercise of common stock warrants, net | 0 | 52,828 |
Payroll tax payments for shares withheld upon vesting of RSUs | (777) | 0 |
Proceeds from the exercise of stock options | 329 | 200 |
Repurchase of unvested restricted common stock | (9) | (3) |
Net cash provided by (used in) financing activities | (457) | 53,025 |
Change in cash, cash equivalents, and restricted cash | (29,100) | 22,885 |
Cash and cash equivalents and restricted cash, beginning of period | 322,976 | 385,418 |
Cash and cash equivalents, and restricted cash, end of period | 293,876 | 408,303 |
Supplemental cash flow data (Non-cash): | ||
Purchase of property and equipment included in liabilities | $ 4,740 | $ 1,510 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Apr. 02, 2023 | Apr. 03, 2022 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 293,751 | $ 408,178 |
Restricted cash included in prepaid expenses and other current assets | 125 | 125 |
Total cash, cash equivalents, and restricted cash | $ 293,876 | $ 408,303 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Apr. 02, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization Enovix Corporation (“Enovix” or the “Company”) was incorporated in Delaware in 2006. The Company designs, develops, manufactures and commercializes next generation Lithium-ion, or Li-ion, battery cells that significantly increase the amount of energy density and storage capacity relative to conventional battery cells. Our batteries’ mechanical design, or “architecture,” allows us to use high performance chemistries while enabling safety and charge time advantages. The Company is headquartered in Fremont, California. Prior to the second quarter of 2022, the Company was focused on the development and commercialization of its silicon-anode lithium-ion batteries. Beginning in the second quarter of 2022, the Company commenced its planned principal operations of commercial manufacturing and began its production of silicon-anode lithium-ion batteries or battery pack products, as well as generating product revenue in addition to service revenue from its engineering service contracts for the development of silicon-anode lithium-ion battery technology. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 02, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company did not have any other comprehensive income or loss for the periods presented. Accordingly, net income (loss) and comprehensive income (loss) are the same for the periods presented. Additionally, the Company did not have any income tax expenses for the periods presented. Liquidity and Capital Resources The Company has incurred operating losses and negative cash flows from operations since its inception through April 2, 2023 and expects to incur operating losses for the foreseeable future. As of April 2, 2023, the Company had a working capital of $276.1 million and an accumulated deficit of $458.4 million. In April 2023, we closed a $172.5 million convertible debenture to fund the Company’s second generation (“Gen 2”) production line (“Gen 2 Autoline”) 2, 3 and 4 in a second manufacturing facility (“Fab 2”) building in Malaysia. For the convertible debenture, please refer to Note 12 “Subsequent Events” for more details. Based on the anticipated spending, the Company currently expects that its cash will be sufficient to meet its funding requirements over the next twelve months. Going forward, the Company may require additional financing for its future operations and expansion. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Unaudited Interim Condensed Consolidated Financial Statements The Condensed Consolidated Balance Sheet as of April 2, 2023, the Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Changes in Shareholders’ equity and the Condensed Consolidated Statements of Cash Flows for the fiscal quarters ended April 2, 2023 and April 3, 2022 are unaudited. These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly the Company’s financial condition, results of operations, stockholders’ equity and cash flows for the periods presented above. The results of operations for the fiscal quarter ended April 2, 2023 are not necessarily indicative of the operating results for the full year, and therefore should not be relied upon as an indicator of future results. The Condensed Consolidated Balance Sheet as of January 1, 2023 included herein was derived from the audited consolidated financial statements as of that date and the accompanying consolidated financial statements and related notes are included in the Annual Report. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes during the reporting periods. Estimates and assumptions include but are not limited to: depreciable lives for property and equipment, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, incremental borrowing rate for operating right-of-use assets and lease liabilities, and estimates to fair value common stock warrants. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. In the preparation of our condensed consolidated financial statements, the Company has considered potential impacts of the COVID-19 pandemic on its critical and significant accounting estimates. There was no significant impact to its condensed consolidated financial statements. The Company will continue to evaluate the nature and extent of the potential impacts to its business and its condensed consolidated financial statements. Summary of Significant Accounting Policies There has been no update to the significant accounting policies disclosed in Note 2 “Summary of Significant Accounting Policies,” of the notes to the consolidated financial statements for the fiscal year ended January 1, 2023 included in the Annual Report. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Apr. 02, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The fair value of the Company’s financial assets and liabilities are determined in accordance with the fair value hierarchy established in Accounting Standards Codification (“ASC”) 820, Fair Value Measurements, issued by the Financial Accounting Standards Board. The fair value hierarchy of ASC 820 requires an entity to maximize the use of observable inputs when measuring fair value and classifies those inputs into three levels: Level 1: Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date. Level 2: Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and 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. 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. The Company's financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and the warrant liabilities. Cash and cash equivalents are reported at their respective fair values on the Company's Condensed Consolidated Balance Sheets. The following table details the fair value measurements of assets and liabilities that were measured at fair value on a recurring basis based on the following three-tiered fair value hierarchy per ASC 820, Fair Value Measurement , as of April 2, 2023 and January 1, 2023 (in thousands). Fair Value Measurement using Level 1 Level 2 Level 3 Total As of April 2, 2023 Liabilities: Private Placement Warrants $ — $ — $ 61,920 $ 61,920 As of January 1, 2023 Assets: Money Market Funds $ 319,946 $ — $ — $ 319,946 Liabilities: Private Placement Warrants $ — $ — $ 49,080 $ 49,080 The Company’s liabilities are measured at fair value on a non-recurring basis, including 6,000,000 warrants that were held by Rodgers Capital, LLC (the “Sponsor”) and certain of its members (the “Private Placement Warrants”). The fair value of the Private Placement Warrants is considered a Level 3 valuation and is determined using the Black-Scholes valuation model. As of April 2, 2023, the fair value of the Private Placement Warrants was $10.32 per share with an exercise price of $11.50 per share. The following tables summarize the changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs (in thousands). Private Placement Warrants Fair value as of January 1, 2023 $ 49,080 Change in fair value 12,840 Fair value as of April 2, 2023 $ 61,920 Private Placement Warrants Fair value as of January 2, 2022 $ 124,260 Change in fair value (67,800) Fair value as of April 3, 2022 $ 56,460 The following table summarizes the key assumptions used for determining the fair value of the Private Placement warrants. Private Placement Warrants Outstanding as of April 2, 2023 Private Placement Warrants Outstanding as of January 1, 2023 Expected term (in years) 3.3 3.5 Expected volatility 97.5% 92.5% Risk-free interest rate 3.8% 4.2% Expected dividend rate 0.0% 0.0% |
Property and Equipment
Property and Equipment | 3 Months Ended |
Apr. 02, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Property and equipment as of April 2, 2023 and January 1, 2023, consisted of the following (in thousands). April 2, 2023 January 1, Machinery and equipment $ 64,588 $ 55,694 Office equipment and software 1,739 1,586 Furniture and fixtures 829 771 Leasehold improvements 25,357 24,565 Construction in process 25,233 33,268 Total property and equipment 117,746 115,884 Less: accumulated depreciation (15,471) (12,016) Property and equipment, net $ 102,275 $ 103,868 The following table summarizes the depreciation and amortization expenses related to property and equipment, which are recorded within cost of revenue, research and development expense and selling, general and administrative expense in the Condensed Consolidated Statements of Operations (in thousands). Quarters Ended April 2, 2023 April 3, 2022 Depreciation expense $ 3,455 $ 314 |
Inventory
Inventory | 3 Months Ended |
Apr. 02, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following components (in thousands). April 2, 2023 January 1, Raw materials $ 702 $ 481 Work-in-process 70 106 Finished goods 43 47 Total inventory $ 815 $ 634 |
Leases
Leases | 3 Months Ended |
Apr. 02, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases its headquarters, engineering and manufacturing space in Fremont, California under a single non-cancelable operating lease, right of use asset with an expiration date of August 31, 2030. In March 2021, the Company entered into a new agreement to lease office space in Fremont, California under a non-cancelable operating lease that expires in April 2026 with an option to extend for five years. The components of lease costs were as follows (in thousands): Quarters Ended April 2, 2023 April 3, 2022 Operating lease cost $ 411 $ 420 Supplemental lease information: As of Operating leases April 2, 2023 January 1, 2023 Weighted-average remaining lease term 7.4 years 7.7 years Weighted-average discount rate 6.8% 6.8% Supplemental cash flow information related to leases are as follows (in thousands): Quarters Ended April 2, 2023 April 3, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 346 $ 336 Maturities of Lease Liabilities The following is a schedule of maturities of lease liabilities as of April 2, 2023 (in thousands). Operating lease 2023 (remaining nine months) $ 1,059 2024 1,449 2025 1,492 2026 1,491 2027 1,513 Thereafter 4,262 Total 11,266 Less: imputed interest (2,396) Present value of lease liabilities $ 8,870 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 02, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments As of April 2, 2023 and January 1, 2023, the Company’s commitments included approximately $81.9 million and $22.7 million, respectively, of the Company’s open purchase orders and contractual obligations that occurred in the ordinary course of business, including commitments with contract manufacturers and suppliers for which the Company has not received the goods or services, commitments for capital expenditures and construction-related activities for which the Company has not received the services. Although open purchase orders are considered enforceable and legally binding, the terms generally allow the Company the option to cancel, reschedule, and adjust its requirements based on its business needs prior to the delivery of goods or performance of services. For lease obligations, please refer to Note 6 “Leases” for more details. Performance Obligations As of April 2, 2023, the Company had $3.8 million of performance obligations, which comprised of total deferred revenue and customer order deposits. The Company currently expects to recognize approximately 9% of deferred revenue as revenue within the next twelve months. Litigation From time to time, the Company is involved in a variety of claims, lawsuits, investigations, and proceedings relating to securities laws, product liability, intellectual property, commercial, insurance, contract disputes, employment, and other matters. Certain of these lawsuits and claims are described in further detail below. The Company intends to defend vigorously against all of the following allegations. A liability and related charge to earnings are recorded in the condensed consolidated financial statements for legal contingencies when the loss is considered probable and the amount can be reasonably estimated. The assessment is re-evaluated each accounting period and is based on all available information, including the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to each case. The outcomes of outstanding legal matters are inherently unpredictable and subject to uncertainties. While there can be no assurance of favorable outcome of these legal matters, we currently believe that the outcome of these matters will not have a material adverse effect on the Company’s results of operations, liquidity or financial position. Sopheap Prak et al. v. Enovix Corporation et al., 22CV005846, Superior Court of California, Alameda County On January 21, 2022, two former machine operator employees filed a putative wage and hour class action lawsuit against Enovix and co-defendant Legendary Staffing, Inc. in the Superior Court of California, County of Alameda. The case is captioned Sopheak Prak & Ricardo Pimentel v Enovix Corporation and Legendary Staffing, Inc. , 22CV005846. The Prak complaint alleges, among other things, on a putative class-wide basis, that the defendants failed to pay all overtime wages and committed meal period, rest period and wage statement violations under the California Labor Code and applicable Wage Orders. The plaintiffs are seeking unpaid wages, statutory penalties and interest and reasonable costs and attorney fees. In September 2022, the Company began the mediation process. Based on the current knowledge of the legal proceeding, an estimate of possible loss liability has been recorded on the Condensed Consolidated Balance Sheet as of April 2, 2023 . Kody Walker v. Enovix Corporation, 23CV028923. Superior Court of California, Alameda County On March 8, 2023, a former employee filed a putative class action lawsuit against Enovix in the Superior Court of California, County of Alameda (the “Walker Complaint”). The Walker Complaint alleges, among other things, on a putative class-wide basis, that the Company failed to pay minimum wages, overtime and sick time wages, failed to reimburse employees for required expenses, failed to provide meal and rest periods and issued inaccurate wage statement under the California Labor Code and applicable Wage Orders. The Walker Complaint asserts on an individual basis that Walker was constructively discharged. The plaintiff seeks unpaid wages, statutory penalties and interest and reasonable costs and attorney fees. Securities Class Action Compliant On January 6, 2023, a purported Company stockholder filed a securities class action complaint in the U.S. District Court for the Northern District of California against the Company and certain of its current and former officers and directors. The complaint alleges that defendants violated Sections 10(b) and 20(a) of the Exchange Act of 1934 and Rule 10b-5 promulgated thereunder by making material misstatements or omissions in public statements related to the Company’s manufacturing scaleup. The complaint seeks unspecified damages, interest, fees and costs on behalf of all persons and entities who purchased and/or acquired shares of the Company’s common stock between February 22, 2021 and January 3, 2023. A substantially identical complaint was filed on January 25, 2023 by another purported Company stockholder. Based on currently available information, the Company is unable to make a reasonable estimate of loss or range of losses, if any, arising from this matter. Guarantees and Indemnifications In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company also has indemnification obligations to its officers and directors for specified events or occurrences, subject to some limits, while they are serving at the Company’s request in such capacities. The Company believes the fair |
Warrants
Warrants | 3 Months Ended |
Apr. 02, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Warrants | Warrants Common Stock Warrants On July 14, 2021, Enovix Corporation, a Delaware Corporation, Rodgers Silicon Valley Acquisition Corp. (“RSVAC”), and RSVAC Merger Sub Inc., a Delaware Corporation and wholly owned subsidiary of RSVAC, consummated the closing of the transactions contemplated by the Agreement and Plan of Merger, dated February 22, 2021 (the “Business Combination”). In connection with the Business Combination in July 2021, the Company assumed 17,500,000 common stock warrants outstanding, which consisted of 11,500,000 warrants held by third-party investors (the “Public Warrants”) and 6,000,000 Private Placement Warrants. The Public Warrants met the criteria for equity classification and the Private Placement Warrants are classified as liability. In 2022, the Public Warrants were either exercised or redeemed. As of April 2, 2023 and January 1, 2023, there were no Public Warrants outstanding. Private Placement Warrants The 6,000,000 Private Placement Warrants were originally issued in a private placement to the initial stockholder of the Sponsor in connection with the initial public offering of RSVAC. Each whole Private Placement Warrant became exercisable for one whole share of the Company's common stock at a price of $11.50 per share on December 5, 2021. As of April 2, 2023 and January 1, 2023, the Company had 6,000,000 Private Placement Warrants outstanding. See Note 3 “Fair Value Measurement” for more information. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 3 Months Ended |
Apr. 02, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company computes net earnings per share (“EPS”) of common stock using the two-class method. Basic EPS is computed using net income (loss) divided by the weighted-average number of common stock shares outstanding. Diluted EPS is computed using net income (loss) with an adjustment of changes in fair value of the Private Placement Warrants recorded in earnings divided by the total of weighted-average number of common stock shares outstanding and any dilutive potential common stock shares outstanding. Dilutive potential common stock shares included the assumed stock options exercises, vesting and issuance activities of restricted stock units and estimated common stock issuance under the employee stock purchase plan. The following table sets forth the computation of the Company’s basic and diluted net EPS of common stock for the periods presented below (in thousands, except share and per share amount). Quarters Ended April 2, 2023 April 3, 2022 Numerator: Net income (loss) attributable to common stockholders - basic $ (73,603) $ 42,707 Decrease in fair value of Private Placement Warrants — (67,800) Net loss attributable to common stockholders - diluted $ (73,603) $ (25,093) Denominator: Weighted-average shares outstanding used in computing net loss per share of common stock, basic 155,626,977 151,648,439 Dilutive effect of Private Placement Warrants — 1,690,023 Weighted-average shares outstanding used in computing net loss per share of common stock, diluted 155,626,977 153,338,462 Net income (loss) per share of common stock: Basic $ (0.47) $ 0.28 Diluted $ (0.47) $ (0.16) As the Company reported net loss for the periods presented above, these potentially dilutive securities were anti-dilutive and are excluded in the computation of diluted net loss per share. The following table discloses shares of the securities that were not included in the diluted EPS calculation above because they are anti-dilutive for the periods presented above. Quarters Ended April 2, 2023 April 3, 2022 Stock options outstanding 4,608,824 5,536,905 Restricted stock units and performance restricted stock units outstanding 9,821,622 917,079 Private Placement Warrants outstanding 6,000,000 — Employee stock purchase plan estimated shares 349,988 78,198 |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Apr. 02, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation The Company issues equity awards to employees and non-employees in the form of stock options, restricted stock units (“RSUs”) and performance based RSUs (“PRSUs”). Additionally, the Company also offers an employee stock purchase plan (“ESPP”) to its eligible employees. The Company uses Black-Scholes option pricing model to value its stock options granted and the estimated shares to be purchased under the ESPP. For both RSUs and PRSUs, the Company uses its common stock price, which is the last reported sales price on the grant date to value those securities. In general, the Company recognizes its stock-based compensation expense on a straight-line basis over the requisite service period and records forfeitures as they occur. For PRSUs, the Company uses the graded vesting method to calculate the stock-based compensation expense. At each reporting period, the Company would recognize and adjust the stock-based compensation expense based on its probability assessment in meeting its PRSUs' performance conditions. Stock-based Compensation Expense The following table summarizes the total stock-based compensation expense, by operating expense category, recognized in the Condensed Consolidated Statements of Operations for the periods presented below (in thousands). Quarters Ended April 2, 2023 April 3, 2022 Cost of revenue $ 951 $ — Research and development 11,667 2,512 Selling, general and administrative 16,539 2,726 Total stock-based compensation expense $ 29,157 $ 5,238 For the quarter ended April 2, 2023, the Company capitalized $0.6 million of stock-based compensation as property and equipment, net in the Condensed Consolidated Balance Sheet. For the quarter ended April 3, 2022, the Company capitalized an immaterial amount of stock-based compensation as deferred contract costs, inventory and property and equipment, net in the Condensed Consolidated Balance Sheet. There was no recognized tax benefit related to stock-based compensation for the periods presented. In addition, the Company accrued $0.1 million of bonus to be settled in equity awards as accrued compensation on the Condensed Consolidated Balance Sheet as of April 2, 2023. As of April 2, 2023, there was approximately $116.8 million of total unrecognized stock-based compensation expense related to unvested equity awards, which are expected to be recognized over a weighted-average period of 3.8 years. As of April 2, 2023, there was approximately $0.6 million of total unrecognized stock-based compensation related to the ESPP, which is expected to be recognized over a period of 1.1 years. Equity Award Modification During the quarter ended April 2, 2023, in connection with the retirement or resignation of several of the Company's management team members, including the Company's former Chief Executive Officer, the Company evaluated the change in employment status in accordance with ASC 718 Compensation - Stock Compensation. The Company concluded that the change in status impacted the vesting conditions as the term of equity award exercise period was extended and certain of the equity awards were accelerated and vested immediately. The Company recognized $21.1 million stock-based compensation expense related to the modifications for the quarter ended April 2, 2023. Stock Option Activity The following table summarized stock option activities for the fiscal quarter ended April 2, 2023 (in thousands, except share and per share amount). Number of Weighted Weighted Aggregate Intrinsic Value (1) (2) Balances as of January 1, 2023 5,034,282 $ 9.07 Exercised (86,654) 3.79 $ 845 Forfeited (338,804) 9.79 Balances as of April 2, 2023 4,608,824 $ 9.12 8.0 $ 27,382 (1) The intrinsic value of options exercised is based upon the value of the Company’s stock at exercise. (2) The aggregate intrinsic value of the stock options outstanding as of April 2, 2023 represents the value of the Company’s closing stock price at $14.91 on April 2, 2023 in excess of the exercise price multiplied by the number of options outstanding. Unvested early exercised stock options which are subject to repurchase by the Company are not considered participating securities as those shares do not have non-forfeitable rights to dividends or dividend equivalents. Unvested early exercised stock options are not considered outstanding for purposes of the weighted average outstanding share calculation until they vest. As of April 2, 2023, 1,461,128 shares remained subject to the Company’s right of repurchase as a result of early exercised stock options. The remaining liability related to early exercised shares as of April 2, 2023 was $0.1 million and was recorded in other current and non-current liabilities in the Condensed Consolidated Balance Sheets. Restricted Stock Unit and Performance Restricted Stock Unit Activities The following table summarized RSUs and PRSUs activities for the fiscal quarter ended April 2, 2023 (in thousands, except share and per share amount). RSUs PRSUs Number of Weighted Average Number of Weighted Average Issued and unvested shares balances as of January 1, 2023 5,910,097 $ 14.11 1,461,061 $ 13.41 Granted 4,640,958 8.37 — — Vested (606,139) 13.10 (166,716) 13.41 Forfeited (257,662) 13.16 (1,159,977) 13.41 Issued and unvested shares outstanding as of April 2, 2023 9,687,254 $ 11.44 134,368 $ 13.41 |
Related Party
Related Party | 3 Months Ended |
Apr. 02, 2023 | |
Related Party Transactions [Abstract] | |
Related Party | Related Party Employment Relationship The Company employs two family members of the Company’s former Chief Executive Officer, who perform engineering work in the Fremont facility. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Apr. 02, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Convertible Senior Notes On April 20, 2023, the Company issued $172.5 million aggregate principal amount of 3.0% convertible senior notes due 2028 (the “Convertible Senior Notes”), pursuant to an indenture, dated as of April 20, 2023 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The offering and sale of the Convertible Senior Notes were made by the Company to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for resale by the initial purchasers to qualified institutional buyers (as defined in the Securities Act) pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The issuance includes the exercise in full by the initial purchasers of their option to purchase an additional $22.5 million aggregate principal amount of Convertible Senior Notes. $10.0 million principal amount of Convertible Senior Notes (the “Affiliate Notes”) were issued to an entity affiliated with Thurman John “T.J.” Rodgers, the Company’s Chairman (the “Affiliated Investor”), in a concurrent private placement. The Convertible Senior Notes are unsecured obligations of the Company and bear interest at a rate of 3.0% per year from April 20, 2023, and will be payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2023. The Convertible Senior Notes and the Affiliated Notes will mature on May 1, 2028 unless earlier converted, redeemed or repurchased. The net proceeds from the offering are approximately $165.7 million. The Company used approximately 10% of the gross proceeds from the offering to pay the cost of the capped call transactions entered on April 20, 2023 in connection with the offering. The remaining net proceeds will be used to build out a second battery cell manufacturing facility and fund the acquisition of production lines of the Company’s second-generation manufacturing equipment, and for working capital and other general corporate purposes. Capped Call Transactions The capped call transactions are generally expected to reduce the potential dilution to the Company's common stock upon any conversion of the Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted Convertible Senior Notes , as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $21.17 per share (which represents a premium of 56.0% over the last reported sale price of the Company's common stock of $13.57 per share on The Nasdaq Global Select Market on April 17, 2023), and is subject to certain adjustments under the terms of the capped call transactions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 02, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”).The Condensed Consolidated Balance Sheet as of April 2, 2023, the Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Changes in Shareholders’ equity and the Condensed Consolidated Statements of Cash Flows for the fiscal quarters ended April 2, 2023 and April 3, 2022 are unaudited. These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly the Company’s financial condition, results of operations, stockholders’ equity and cash flows for the periods presented above. The results of operations for the fiscal quarter ended April 2, 2023 are not necessarily indicative of the operating results for the full year, and therefore should not be relied upon as an indicator of future results. The Condensed Consolidated Balance Sheet as of January 1, 2023 included herein was derived from the audited consolidated financial statements as of that date and the accompanying consolidated financial statements and related notes are included in the Annual Report. |
Consolidation | The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes during the reporting periods. Estimates and assumptions include but are not limited to: depreciable lives for property and equipment, the valuation allowance on deferred tax assets, assumptions used in stock-based compensation, incremental borrowing rate for operating right-of-use assets and lease liabilities, and estimates to fair value common stock warrants. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. In the preparation of our condensed consolidated financial statements, the Company has considered potential impacts of the COVID-19 pandemic on its critical and significant accounting estimates. There was no significant impact to its condensed consolidated financial statements. The Company will continue to evaluate the nature and extent of the potential impacts to its business and its condensed consolidated financial statements. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table details the fair value measurements of assets and liabilities that were measured at fair value on a recurring basis based on the following three-tiered fair value hierarchy per ASC 820, Fair Value Measurement , as of April 2, 2023 and January 1, 2023 (in thousands). Fair Value Measurement using Level 1 Level 2 Level 3 Total As of April 2, 2023 Liabilities: Private Placement Warrants $ — $ — $ 61,920 $ 61,920 As of January 1, 2023 Assets: Money Market Funds $ 319,946 $ — $ — $ 319,946 Liabilities: Private Placement Warrants $ — $ — $ 49,080 $ 49,080 |
Schedule of Changes in Fair Value for Level 3 | The following tables summarize the changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs (in thousands). Private Placement Warrants Fair value as of January 1, 2023 $ 49,080 Change in fair value 12,840 Fair value as of April 2, 2023 $ 61,920 Private Placement Warrants Fair value as of January 2, 2022 $ 124,260 Change in fair value (67,800) Fair value as of April 3, 2022 $ 56,460 |
Schedule of Key Assumptions for Determining Fair Value of Convertible Preferred Stock Warrants and Common Stock Warrants | The following table summarizes the key assumptions used for determining the fair value of the Private Placement warrants. Private Placement Warrants Outstanding as of April 2, 2023 Private Placement Warrants Outstanding as of January 1, 2023 Expected term (in years) 3.3 3.5 Expected volatility 97.5% 92.5% Risk-free interest rate 3.8% 4.2% Expected dividend rate 0.0% 0.0% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment and Depreciation Expense | Property and equipment as of April 2, 2023 and January 1, 2023, consisted of the following (in thousands). April 2, 2023 January 1, Machinery and equipment $ 64,588 $ 55,694 Office equipment and software 1,739 1,586 Furniture and fixtures 829 771 Leasehold improvements 25,357 24,565 Construction in process 25,233 33,268 Total property and equipment 117,746 115,884 Less: accumulated depreciation (15,471) (12,016) Property and equipment, net $ 102,275 $ 103,868 The following table summarizes the depreciation and amortization expenses related to property and equipment, which are recorded within cost of revenue, research and development expense and selling, general and administrative expense in the Condensed Consolidated Statements of Operations (in thousands). Quarters Ended April 2, 2023 April 3, 2022 Depreciation expense $ 3,455 $ 314 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Inventory Disclosure [Abstract] | |
Components of Inventory | Inventory consists of the following components (in thousands). April 2, 2023 January 1, Raw materials $ 702 $ 481 Work-in-process 70 106 Finished goods 43 47 Total inventory $ 815 $ 634 |
Lease (Tables)
Lease (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Leases [Abstract] | |
Summary of Lease Cost and Supplemental Lease and Cash Flow Information | The components of lease costs were as follows (in thousands): Quarters Ended April 2, 2023 April 3, 2022 Operating lease cost $ 411 $ 420 Supplemental lease information: As of Operating leases April 2, 2023 January 1, 2023 Weighted-average remaining lease term 7.4 years 7.7 years Weighted-average discount rate 6.8% 6.8% Supplemental cash flow information related to leases are as follows (in thousands): Quarters Ended April 2, 2023 April 3, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 346 $ 336 |
Schedule of Maturity of Lease Liabilities | The following is a schedule of maturities of lease liabilities as of April 2, 2023 (in thousands). Operating lease 2023 (remaining nine months) $ 1,059 2024 1,449 2025 1,492 2026 1,491 2027 1,513 Thereafter 4,262 Total 11,266 Less: imputed interest (2,396) Present value of lease liabilities $ 8,870 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Dilute Net EPS | The following table sets forth the computation of the Company’s basic and diluted net EPS of common stock for the periods presented below (in thousands, except share and per share amount). Quarters Ended April 2, 2023 April 3, 2022 Numerator: Net income (loss) attributable to common stockholders - basic $ (73,603) $ 42,707 Decrease in fair value of Private Placement Warrants — (67,800) Net loss attributable to common stockholders - diluted $ (73,603) $ (25,093) Denominator: Weighted-average shares outstanding used in computing net loss per share of common stock, basic 155,626,977 151,648,439 Dilutive effect of Private Placement Warrants — 1,690,023 Weighted-average shares outstanding used in computing net loss per share of common stock, diluted 155,626,977 153,338,462 Net income (loss) per share of common stock: Basic $ (0.47) $ 0.28 Diluted $ (0.47) $ (0.16) |
Schedule of Anti-Dilutive Securities Excluded From Computation of Diluted Loss Per Share | As the Company reported net loss for the periods presented above, these potentially dilutive securities were anti-dilutive and are excluded in the computation of diluted net loss per share. The following table discloses shares of the securities that were not included in the diluted EPS calculation above because they are anti-dilutive for the periods presented above. Quarters Ended April 2, 2023 April 3, 2022 Stock options outstanding 4,608,824 5,536,905 Restricted stock units and performance restricted stock units outstanding 9,821,622 917,079 Private Placement Warrants outstanding 6,000,000 — Employee stock purchase plan estimated shares 349,988 78,198 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Apr. 02, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Total Stock-based Compensation Expense, by Operating Expense Category | The following table summarizes the total stock-based compensation expense, by operating expense category, recognized in the Condensed Consolidated Statements of Operations for the periods presented below (in thousands). Quarters Ended April 2, 2023 April 3, 2022 Cost of revenue $ 951 $ — Research and development 11,667 2,512 Selling, general and administrative 16,539 2,726 Total stock-based compensation expense $ 29,157 $ 5,238 |
Summary of Stock Option Activity | The following table summarized stock option activities for the fiscal quarter ended April 2, 2023 (in thousands, except share and per share amount). Number of Weighted Weighted Aggregate Intrinsic Value (1) (2) Balances as of January 1, 2023 5,034,282 $ 9.07 Exercised (86,654) 3.79 $ 845 Forfeited (338,804) 9.79 Balances as of April 2, 2023 4,608,824 $ 9.12 8.0 $ 27,382 (1) The intrinsic value of options exercised is based upon the value of the Company’s stock at exercise. (2) The aggregate intrinsic value of the stock options outstanding as of April 2, 2023 represents the value of the Company’s closing stock price at $14.91 on April 2, 2023 in excess of the exercise price multiplied by the number of options outstanding. |
RSUs and PRSUs Activity | The following table summarized RSUs and PRSUs activities for the fiscal quarter ended April 2, 2023 (in thousands, except share and per share amount). RSUs PRSUs Number of Weighted Average Number of Weighted Average Issued and unvested shares balances as of January 1, 2023 5,910,097 $ 14.11 1,461,061 $ 13.41 Granted 4,640,958 8.37 — — Vested (606,139) 13.10 (166,716) 13.41 Forfeited (257,662) 13.16 (1,159,977) 13.41 Issued and unvested shares outstanding as of April 2, 2023 9,687,254 $ 11.44 134,368 $ 13.41 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Apr. 20, 2023 | Apr. 02, 2023 | Jan. 01, 2023 |
Debt Instrument [Line Items] | |||
Working capital | $ 276,100 | ||
Accumulated deficit | $ 458,377 | $ 384,774 | |
3.0 % Convertible Senior Notes | Convertible Debt | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Principal balance | $ 172,500 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Money Market Funds | ||
Assets: | ||
Money Market Funds | $ 319,946 | |
Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | $ 61,920 | 49,080 |
Level 1 | Money Market Funds | ||
Assets: | ||
Money Market Funds | 319,946 | |
Level 1 | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | 0 | 0 |
Level 2 | Money Market Funds | ||
Assets: | ||
Money Market Funds | 0 | |
Level 2 | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | 0 | 0 |
Level 3 | Money Market Funds | ||
Assets: | ||
Money Market Funds | 0 | |
Level 3 | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability | $ 61,920 | $ 49,080 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - Private Placement Warrants - $ / shares | Apr. 02, 2023 | Jan. 01, 2023 | Dec. 05, 2021 | Jul. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrants outstanding (in shares) | 6,000,000 | 6,000,000 | 6,000,000 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |||
Level 3 | Fair Value, Nonrecurring | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Warrants outstanding (in shares) | 6,000,000 | |||
Fair value of warrant per share (in dollars per share) | $ 10.32 | |||
Exercise price of warrants (in dollars per share) | $ 11.50 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Changes in Fair Value for Level 3 (Details) - Private Placement Warrants - Level 3 - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Warrant liabilities at beginning of period | $ 49,080 | $ 124,260 |
Change in fair value | 12,840 | (67,800) |
Warrant liabilities at end of period | $ 61,920 | $ 56,460 |
Fair Value Measurement - Sche_3
Fair Value Measurement - Schedule of Key Assumptions for Determining Fair Value of Convertible Preferred Stock Warrants and Common Stock Warrants (Details) - Private Placement Warrants outstanding | Apr. 02, 2023 | Jan. 01, 2023 |
Expected term (in years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Public warrants expiration term | 3 years 3 months 18 days | 3 years 6 months |
Expected volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 0.975 | 0.925 |
Risk-free interest rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 0.038 | 0.042 |
Expected dividend rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 117,746 | $ 115,884 |
Less: accumulated depreciation | (15,471) | (12,016) |
Property and equipment, net | 102,275 | 103,868 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 64,588 | 55,694 |
Office equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,739 | 1,586 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 829 | 771 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 25,357 | 24,565 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 25,233 | $ 33,268 |
Property and Equipment - Summ_2
Property and Equipment - Summary of Depreciation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 3,455 | $ 314 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Apr. 02, 2023 | Jan. 01, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 702 | $ 481 |
Work-in-process | 70 | 106 |
Finished goods | 43 | 47 |
Total inventory | $ 815 | $ 634 |
Leases - Additional Information
Leases - Additional Information (Details) | Mar. 31, 2021 |
Leases [Abstract] | |
Option to extend, term | 5 years |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 411 | $ 420 |
Leases - Supplemental Lease Inf
Leases - Supplemental Lease Information (Details) | Apr. 02, 2023 | Jan. 01, 2023 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 7 years 4 months 24 days | 7 years 8 months 12 days |
Weighted average discount rate (in percent) | 6.80% | 6.80% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related To Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 346 | $ 336 |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Lease Liabilities (Details) $ in Thousands | Apr. 02, 2023 USD ($) |
Operating lease | |
2023 (remaining nine months) | $ 1,059 |
2024 | 1,449 |
2025 | 1,492 |
2026 | 1,491 |
2027 | 1,513 |
Thereafter | 4,262 |
Total | 11,266 |
Less: imputed interest | (2,396) |
Present value of lease liabilities | $ 8,870 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jan. 21, 2022 plaintiff | Apr. 02, 2023 USD ($) | Jan. 01, 2023 USD ($) |
Loss Contingencies [Line Items] | |||
Purchase commitments | $ 81.9 | $ 22.7 | |
Deferred revenue | $ 3.8 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-03 | |||
Loss Contingencies [Line Items] | |||
Deferred revenue considered as revenue within next twelve months | 9% | ||
Expected timing of satisfaction, period | 12 months | ||
Sopheak Prak & Ricardo Pimentel v Enovix | |||
Loss Contingencies [Line Items] | |||
Number of plaintiffs | plaintiff | 2 |
Warrants (Details)
Warrants (Details) - $ / shares | Apr. 02, 2023 | Jan. 01, 2023 | Dec. 05, 2021 | Jul. 31, 2021 |
Common Stock Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 17,500,000 | |||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 0 | 0 | 11,500,000 | |
Private Placement Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants outstanding (in shares) | 6,000,000 | 6,000,000 | 6,000,000 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |||
Each whole private placement warrant became exercisable for Number of whole shares (in shares) | 1 |
Net Income (Loss) per Share - R
Net Income (Loss) per Share - Reconciliation of Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Numerator: | ||
Net income (loss) attributable to common stockholders - basic | $ (73,603) | $ 42,707 |
Decrease in fair value of Private Placement Warrants | 0 | (67,800) |
Net loss attributable to common stockholders - diluted | $ (73,603) | $ (25,093) |
Denominator: | ||
Weighted-average shares outstanding used in computing net loss per share of common stock, basic (in shares) | 155,626,977 | 151,648,439 |
Dilutive effect of Private Placement Warrants (in shares) | 0 | 1,690,023 |
Weighted-average shares outstanding used in computing net loss per share of common stock, diluted (in shares) | 155,626,977 | 153,338,462 |
Net income (loss) per share of common stock: | ||
Basic (in dollars per share) | $ (0.47) | $ 0.28 |
Diluted (in dollars per share) | $ (0.47) | $ (0.16) |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Summary Of Potentially Dilutive Securities Excluded From Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Stock options outstanding | ||
Subsidiary Sale Of Stock [Line Items] | ||
Anti-dilutive securities (in shares) | 4,608,824 | 5,536,905 |
Restricted stock units and performance restricted stock units outstanding | ||
Subsidiary Sale Of Stock [Line Items] | ||
Anti-dilutive securities (in shares) | 9,821,622 | 917,079 |
Private Placement Warrants outstanding | ||
Subsidiary Sale Of Stock [Line Items] | ||
Anti-dilutive securities (in shares) | 6,000,000 | 0 |
Employee stock purchase plan estimated shares | ||
Subsidiary Sale Of Stock [Line Items] | ||
Anti-dilutive securities (in shares) | 349,988 | 78,198 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Total Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 29,157 | $ 5,238 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 951 | 0 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 11,667 | 2,512 |
Selling, general and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 16,539 | $ 2,726 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | |
Apr. 02, 2023 | Apr. 03, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation capitalized | $ 600,000 | $ 0 |
Unrecognized tax benefit | 0 | $ 0 |
Unrecognized stock-based compensation expenses related to nonvested equity awards | $ 116,800,000 | |
Weighted average period of recognition for unrecognized stock-based compensation related to nonvested equity awards | 3 years 9 months 18 days | |
Incremental stock based compensation expenses | $ 21,100,000 | |
Equity Awards | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Accrued bonuses to be settled in equity awards | 100,000 | |
Employee stock purchase plan estimated shares | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Unrecognized stock-based compensation expenses related to nonvested equity awards | $ 600,000 | |
Weighted average period of recognition for unrecognized stock-based compensation related to nonvested equity awards | 1 year 1 month 6 days | |
Stock options | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Shares remained subject to right of repurchase (in shares) | 1,461,128 | |
Early exercised liability | $ 100,000 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Apr. 02, 2023 USD ($) $ / shares shares | |
Number of Options Outstanding | |
Beginning balance (in shares) | shares | 5,034,282 |
Exercised (in shares) | shares | (86,654) |
Forfeited (in shares) | shares | (338,804) |
Ending balance (in shares) | shares | 4,608,824 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ 9.07 |
Exercised (in dollars per share) | 3.79 |
Forfeited (in dollars per share) | 9.79 |
Ending balance (in dollars per share) | $ 9.12 |
Weighted Average Remaining Contractual Life (Years) | |
Outstanding balance | 8 years |
Aggregate Intrinsic Value | |
Exercised | $ | $ 845 |
Outstanding, balance | $ | $ 27,382 |
Share price (in dollars per share) | $ 14.91 |
Stock-based Compensation - RSUs
Stock-based Compensation - RSUs and PRSUs Activity (Details) | 3 Months Ended |
Apr. 02, 2023 $ / shares shares | |
RSUs | |
Number of Shares Outstanding | |
Issued and unvested shares beginning balances (in shares) | shares | 5,910,097 |
Granted (in shares) | shares | 4,640,958 |
Vested (in shares) | shares | (606,139) |
Forfeited (in shares) | shares | (257,662) |
Issued and unvested shares outstanding ending balance (in shares) | shares | 9,687,254 |
Weighted Average Grant Date Fair Value | |
Issued and unvested shares beginning balances (in dollars per share) | $ / shares | $ 14.11 |
Granted (in dollars per share) | $ / shares | 8.37 |
Vested (in dollars per share) | $ / shares | 13.10 |
Forfeited (in dollars per share) | $ / shares | 13.16 |
Issued and unvested shares outstanding ending balance (in dollars per share) | $ / shares | $ 11.44 |
PRSUs | |
Number of Shares Outstanding | |
Issued and unvested shares beginning balances (in shares) | shares | 1,461,061 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (166,716) |
Forfeited (in shares) | shares | (1,159,977) |
Issued and unvested shares outstanding ending balance (in shares) | shares | 134,368 |
Weighted Average Grant Date Fair Value | |
Issued and unvested shares beginning balances (in dollars per share) | $ / shares | $ 13.41 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 13.41 |
Forfeited (in dollars per share) | $ / shares | 13.41 |
Issued and unvested shares outstanding ending balance (in dollars per share) | $ / shares | $ 13.41 |
Related Party (Details)
Related Party (Details) | 3 Months Ended |
Apr. 02, 2023 family_member | |
Chief Executive Officer | |
Related Party Transaction [Line Items] | |
Number of employed family members | 2 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 20, 2023 | Apr. 17, 2023 | Apr. 02, 2023 |
Subsequent Event [Line Items] | |||
Share price (in dollars per share) | $ 14.91 | ||
Subsequent Event | Common Stock | |||
Subsequent Event [Line Items] | |||
Share price (in dollars per share) | $ 13.57 | ||
Subsequent Event | Capped Call Transaction | |||
Subsequent Event [Line Items] | |||
Cap price (in dollars per share) | 21.17 | ||
Subsequent Event | Capped Call Transaction | Common Stock | |||
Subsequent Event [Line Items] | |||
Cap price premium percentage over shar price | 56% | ||
Convertible Debt | 3.0 % Convertible Senior Notes | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Principal balance | $ 172,500,000 | ||
Interest rate | 3% | ||
Net proceeds from the offerings | $ 165,700,000 | ||
Percentage of net proceeds from the Offerings to pay the cost of the capped call transactions | 10% | ||
Convertible Debt | Purchase Option | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Principal balance | $ 22,500,000 | ||
Convertible Debt | Affiliate Notes | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Principal balance | $ 10,000,000 |