Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 $0.0001 per share | |
Trading Symbol | ENVX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 170,000,050 | |
Entity Central Index Key | 0001828318 | |
Current Fiscal Year End Date | --12-29 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 222,150 | $ 233,121 |
Short-term investments | 40,243 | 73,694 |
Accounts receivable, net | 1,728 | 909 |
Notes receivable, net | 144 | 1,514 |
Inventory | 6,536 | 8,737 |
Prepaid expenses and other current assets | 7,207 | 5,202 |
Total current assets | 278,008 | 323,177 |
Property and equipment, net | 159,164 | 166,471 |
Customer relationship intangibles and other intangibles, net | 39,963 | 42,168 |
Operating lease, right-of-use assets | 14,851 | 15,290 |
Goodwill | 12,217 | 12,098 |
Other assets, non-current | 4,700 | 5,100 |
Total assets | 508,903 | 564,304 |
Current liabilities: | ||
Accounts payable | 19,277 | 21,251 |
Accrued expenses | 11,677 | 13,976 |
Accrued compensation | 9,281 | 10,731 |
Short-term debt | 8,488 | 5,917 |
Deferred revenue | 5,306 | 6,708 |
Other liabilities | 2,855 | 2,435 |
Total current liabilities | 56,884 | 61,018 |
Long-term debt, net | 168,275 | 169,099 |
Warrant liability | 21,780 | 42,900 |
Operating lease liabilities, non-current | 14,813 | 15,594 |
Deferred revenue, non-current | 3,774 | 3,774 |
Deferred tax liability | 11,259 | 10,803 |
Other liabilities, non-current | 13 | 13 |
Total liabilities | 276,798 | 303,201 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ equity: | ||
Common stock, $0.0001 par value; authorized shares of $1,000,000,000; issued and outstanding shares of $169,738,474 and $167,392,315 as of March 31, 2024 and December 31, 2023, respectively | 17 | 17 |
Additional paid-in-capital | 874,527 | 857,037 |
Accumulated other comprehensive loss | (53) | (62) |
Accumulated deficit | (645,213) | (598,845) |
Total Enovix's stockholders’ equity | 229,278 | 258,147 |
Non-controlling interest | 2,827 | 2,956 |
Total equity | 232,105 | 261,103 |
Total liabilities and equity | $ 508,903 | $ 564,304 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 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) | 169,738,474 | 167,392,315 |
Common stock, shares outstanding (in shares) | 169,738,474 | 167,392,315 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 5,272 | $ 21 |
Cost of revenue | 7,072 | 12,248 |
Gross margin | (1,800) | (12,227) |
Operating expenses: | ||
Research and development | 48,788 | 23,749 |
Selling, general and administrative | 19,548 | 27,274 |
Total operating expenses | 68,336 | 51,023 |
Loss from operations | (70,136) | (63,250) |
Other income (expense): | ||
Change in fair value of common stock warrants | 21,120 | (12,840) |
Interest income | 3,560 | 2,466 |
Interest expense | (1,659) | 0 |
Other income, net | 466 | 21 |
Total other income (expense), net | 23,487 | (10,353) |
Loss before income tax benefit | (46,649) | (73,603) |
Income tax benefit | (152) | 0 |
Net loss | (46,497) | (73,603) |
Net loss attributable to non-controlling interests | (129) | 0 |
Net loss attributable to Enovix | $ (46,368) | $ (73,603) |
Net loss per share attributable to Enovix shareholders, basic (in dollars per share) | $ (0.28) | $ (0.47) |
Weighted average number of common shares outstanding, basic (in shares) | 168,144,918 | 155,626,977 |
Net loss per share attributable to Enovix shareholders, diluted (in dollars per share) | $ (0.28) | $ (0.47) |
Weighted average number of common shares outstanding, diluted (in shares) | 168,144,918 | 155,626,977 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (46,497) | $ (73,603) |
Other comprehensive income (loss), net of tax | ||
Change in net foreign currency translation adjustments | 27 | 0 |
Net unrealized loss on available-for-sale securities | (18) | 0 |
Other comprehensive income, net of tax | 9 | 0 |
Comprehensive loss | (46,488) | (73,603) |
Comprehensive loss attributable to non-controlling interest | (129) | 0 |
Comprehensive loss attributable to Enovix | $ (46,359) | $ (73,603) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders' Equity | Non-controlling Interests |
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] | |||||||
Net loss | (73,603) | (73,603) | |||||
Issuance of common stock upon exercise of stock options (in shares) | 86,654 | ||||||
Issuance of common stock upon exercise of stock options | 328 | 328 | |||||
RSUs vested, net of shares withheld (in shares) | 679,606 | ||||||
RSU vested, net of shares withheld | (777) | (777) | $ (777) | ||||
Vesting of early exercised stock options | 83 | $ 1 | 82 | 83 | |||
Repurchase of unvested restricted common stock (in shares) | (138,599) | ||||||
Stock-based compensation | 29,653 | 29,653 | |||||
Other comprehensive income, net | 0 | ||||||
Ending balance (in shares) at Apr. 02, 2023 | 158,089,463 | ||||||
Ending balance at Apr. 02, 2023 | $ 312,111 | $ 16 | 770,472 | $ 0 | (458,377) | 312,111 | $ 0 |
Beginning balance (in shares) at Dec. 31, 2023 | 167,392,315 | 167,392,315 | |||||
Beginning balance at Dec. 31, 2023 | $ 261,103 | $ 17 | 857,037 | (62) | (598,845) | 258,147 | 2,956 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | $ (46,497) | (46,368) | (46,368) | (129) | |||
Issuance of common stock upon exercise of stock options (in shares) | 43,041 | 43,041 | |||||
Issuance of common stock upon exercise of stock options | $ 96 | 96 | 96 | ||||
Issuance of common stock, net of issuance costs (in shares) | 639,138 | ||||||
Issuance of common stock, net of issuance costs | 5,756 | 5,756 | 5,756 | ||||
RSUs vested, net of shares withheld (in shares) | 1,683,618 | ||||||
RSU vested, net of shares withheld | (2,223) | (2,223) | (2,223) | ||||
Vesting of early exercised stock options | 9 | 9 | 9 | ||||
Repurchase of unvested restricted common stock (in shares) | (19,638) | ||||||
Stock-based compensation | 13,852 | 13,852 | 13,852 | ||||
Other comprehensive income, net | $ 9 | 9 | 9 | ||||
Ending balance (in shares) at Mar. 31, 2024 | 169,738,474 | 169,738,474 | |||||
Ending balance at Mar. 31, 2024 | $ 232,105 | $ 17 | $ 874,527 | $ (53) | $ (645,213) | $ 229,278 | $ 2,827 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Cash flows used in operating activities: | ||
Net loss | $ (46,497) | $ (73,603) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation, accretion and amortization | 24,974 | 3,598 |
Stock-based compensation | 12,760 | 29,157 |
Changes in fair value of common stock warrants | (21,120) | 12,840 |
Others | 173 | 0 |
Changes in operating assets and liabilities: | ||
Accounts and notes receivables | 505 | 149 |
Inventory | 2,202 | (181) |
Prepaid expenses and other assets | (1,809) | 364 |
Accounts payable | (7,281) | (1,792) |
Accrued expenses and compensation | 2,845 | 3,858 |
Deferred revenue | (1,402) | 0 |
Deferred tax liability | (222) | 0 |
Other liabilities | (172) | (1) |
Net cash used in operating activities | (35,044) | (25,611) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (15,088) | (3,032) |
Purchases of investments | (17,066) | 0 |
Maturities of investments | 51,260 | 0 |
Net cash provided by (used in) investing activities | 19,106 | (3,032) |
Cash flows from financing activities: | ||
Proceeds from loan borrowing | 1,800 | 0 |
Payroll tax payments for shares withheld upon vesting of RSUs | (2,222) | (777) |
Proceeds from the exercise of stock options and issuance of common stock, net of issuance costs | 5,852 | 329 |
Repurchase of unvested restricted common stock | 0 | (9) |
Net cash provided by (used in) financing activities | 5,430 | (457) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (541) | 0 |
Change in cash, cash equivalents, and restricted cash | (11,049) | (29,100) |
Cash and cash equivalents and restricted cash, beginning of period | 235,123 | 322,976 |
Cash and cash equivalents, and restricted cash, end of period | 224,074 | 293,876 |
Supplemental cash flow disclosure: | ||
Cash paid for interest | 23 | 0 |
Cash paid for income taxes | 88 | 0 |
Purchase of property and equipment included in liabilities | $ 15,521 | $ 4,740 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Apr. 02, 2023 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 222,150 | $ 293,751 |
Restricted cash included in prepaid expenses, other current assets and other assets, non-current | 1,924 | 125 |
Total cash, cash equivalents, and restricted cash | $ 224,074 | $ 293,876 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization Enovix Corporation (“we,” “us,” “our” or “Enovix”) was incorporated in Delaware in 2006. We develop, manufacture and commercialize 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. Enovix is headquartered in Silicon Valley with facilities in India, South Korea and Malaysia. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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 our accounts, our wholly-owned subsidiaries and majority-owned subsidiaries, the business combinations from the closing dates and a variable interest entity (“VIE”) under the variable interest model. All intercompany balances and transactions have been eliminated in consolidation. Liquidity and Capital Resources We have incurred operating losses and negative cash flows from operations since our inception through March 31, 2024 and expect to incur operating losses for the foreseeable future. As of March 31, 2024, we had working capital of $221.1 million and an accumulated deficit of $645.2 million. In the first quarter of 2024, we received net proceeds of $5.8 million from the issuance of our common stock through an at-the-market (“ATM”) offering. Based on the anticipated spending and timing of expenditures, we currently expect that our cash will be sufficient to meet our funding requirements over the next twelve months. Going forward, we may require additional financing for its future operations and expansion. The accompanying condensed consolidated financial statements have been prepared assuming we 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 These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“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 our financial condition, results of operations, comprehensive income (loss), stockholders’ equity and cash flows for the periods presented above. The results of operations for the quarter ended March 31, 2024 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 December 31, 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 our Annual Report on Form 10-K. 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 and intangible assets, valuation for inventory, valuation allowance on deferred tax assets, valuation for assets acquired and liabilities assumed in business combination, valuation of goodwill and intangible 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. Summary of Significant Accounting Policies There have been no changes to our 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 December 31, 2023, included in Part II, Item 8 of our Form 10-K. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses and other segment items on an annual and interim basis. This ASU will be effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the potential impact of the adoption of this ASU on our financial statement disclosures and plan to adopt it for the fiscal year ended December 29, 2024. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures, which expanded the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for the annual periods beginning December 15, 2024, with early adoption permitted. We are currently evaluating the potential impact of the adoption of this ASU on our financial statement disclosures. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Routejade Acquisition On October 31, 2023, we acquired 95.8% of the outstanding shares of Routejade, Inc. (“Routejade”). The following table summarizes the considerations for the acquisition. Cash paid, net of acquisition-related seller expense $ 15,448 Issuance of Enovix common stock (5,923,521 shares) 52,779 Total purchase consideration 68,227 Less: net assets acquired Net assets acquired, excluding liability assumed for acquisition-related seller expense 56,367 Liability assumed for acquisition-related seller expense (357) Net assets acquired 56,010 Goodwill $ 12,217 This acquisition (the “Routejade Acquisition”) constituted a business acquisition in accordance with FASB Accounting Standards Codification (“ASC”) ( Topic 805 ), Business Combinations (“ASC 805”) for business combinations and, therefore, was accounted for as a business combination using the acquisition method of accounting. The tangible and intangible assets acquired and liabilities assumed were recorded based on their estimated fair values at the acquisition date. The following table summarizes the final purchase price allocation based on the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands). Cash, cash equivalents and restricted cash acquired $ 5,481 Accounts and notes receivable, net (1) 1,796 Inventory 12,613 Prepaid expenses and other current assets 1,715 Property and equipment, net 28,579 Intangible assets 41,948 Goodwill 12,217 Other non-current assets 365 Debt assumed (7,426) Deferred revenue (10,568) Liabilities assumed (3,182) Deferred income tax liabilities (12,294) Fair value of net assets acquired 71,244 Less: non-controlling interest (2) (3,017) Total purchase consideration 68,227 Less: Cash, cash equivalents, restricted cash acquired (5,481) Total purchase price, net of cash acquired $ 62,746 (1) The gross amount of the acquired accounts and notes receivable was $1.9 million, of which an immaterial amount is expected to be uncollectible. (2) The fair value of non-controlling interest is measured based on the fair values of net assets acquired at the acquisition date and the price for the equity shares and the portion of ownership not held by the acquirer. Goodwill The excess of the purchase price over the fair value of net assets acquired was recorded to goodwill. Goodwill is primarily attributable to the expected synergies from future expected economic benefits, including integrating electrode coating and battery pack manufacturing. Goodwill from this acquisition is not expected to be deductible for tax purposes. The following table summarizes the change in goodwill (in thousands) during the first quarter of 2024. Goodwill Balances as of December 31, 2023 $ 12,098 Routejade Acquisition - measurement period adjustments (1) 119 Balances as of March 31, 2024 $ 12,217 (1) Our purchase price allocation was finalized in the first quarter of 2024, which included a net adjustment of $0.1 million to goodwill and immaterial adjustments to other assets. Intangible Assets Intangible assets consist of customer relationships, developed technology and trade names and trademarks. Customer relationships relate to Routejade’s existing customer relationships for current and future business. Developed technology relates to Routejade’s technology for manufacturing standard lithium-ion batteries with varying chemistries, which allows for design flexibility and the production of customized battery cells. The following table summarizes the intangible assets subject to amortization, net (in thousands) as of March 31, 2024. Gross Accumulated amortization Net Carrying Amount Weighted-average Useful Lives Customer relationships $ 29,933 $ (1,245) $ 28,688 10 years Developed technology 11,680 (694) 10,986 7 years Trade Names and Trademarks 335 (46) 289 3 years Total intangible assets $ 41,948 $ (1,985) $ 39,963 We acquired these intangible assets through the Routejade Acquisition in October 2023. For the quarter ended March 31, 2024, amortization of the intangible assets was $1.2 million. As of March 31, 2024, the weighted average remaining useful lives for intangible assets was approximately 8.8 years. The following is a schedule of expected amortization for the intangible assets as of March 31, 2024 (in thousands). As of March 31, 2024 2024 (remaining 9 months) $ 3,568 2025 4,757 2026 4,829 2027 4,645 2028 4,645 Thereafter 17,519 Total estimated amortization expense $ 39,963 Revenue and net loss from operations For the first quarter ended March 31, 2024, our results of operations included $5.3 million of Routejade’s revenue and an immaterial amount of Routejade’s net operating loss from operations. Proforma information |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The fair value of our financial assets and liabilities are determined in accordance with the fair value hierarchy established in ASC 820, Fair Value Measurements, issued by the FASB. 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. Our financial instruments consist primarily of cash and cash equivalents, short-term investments, accounts receivable, notes receivable, accounts payable, short-term and long-term debt, and warrant liabilities. Cash and cash equivalents are reported at their respective fair values on our Condensed Consolidated Balance Sheets. As of March 31, 2024 and December 31, 2023, the carrying values of accounts and notes receivables, accounts payable, short-term debt and accrued liabilities approximated the fair value based on the short maturity of those instruments. As of March 31, 2024 and December 31, 2023, the Company had cash and cash equivalents of $222.2 million and $233.1 million, respectively. 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 March 31, 2024 and December 31, 2023 (in thousands). Fair Value Measurement using Level 1 Level 2 Level 3 Total As of March 31, 2024 Assets: Cash equivalents: Money Market Funds $ 97,545 $ — $ — $ 97,545 U.S. Treasuries — 39,994 — 39,994 Short-term investments: U.S. Treasuries — 40,243 — 40,243 Liabilities: Private Placement Warrants $ — $ — $ 21,780 $ 21,780 As of December 31, 2023 Assets: Cash equivalents: Money Market Funds $ 19,312 $ — $ — $ 19,312 U.S. Treasuries — 45,175 — 45,175 Short-term investments: U.S. Treasuries — 73,694 — 73,694 Liabilities: Private Placement Warrants $ — $ — $ 42,900 $ 42,900 Cash Equivalents and Short-term Investments: The following is a summary of cash equivalents and short-term investments (in thousands). Reported as Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash Equivalents Short-term Investments As of March 31, 2024 Money Market Funds $ 97,545 $ — $ — $ 97,545 $ 97,545 $ — U.S. Treasuries 80,239 — (2) 80,237 39,994 40,243 Total $ 177,784 $ — $ (2) $ 177,782 $ 137,539 $ 40,243 As of December 31, 2023 Money Market Funds $ 19,312 $ — $ — $ 19,312 $ 19,312 $ — U.S. Treasuries 118,854 15 — 118,869 45,175 73,694 Total $ 138,166 $ 15 $ — $ 138,181 $ 64,487 $ 73,694 As of March 31, 2024, the short-term investments have contractual maturity due within one year. Private Placement Warrants Our liabilities are measured at fair value on a 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. 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 March 31, 2024 and December 31, 2023, we had 6,000,000 Private Placement Warrants outstanding. The fair value of the Private Placement Warrants was $3.63 per share as of March 31, 2024. 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 December 31, 2023 $ 42,900 Change in fair value (21,120) Fair value as of March 31, 2024 $ 21,780 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 The following table summarizes the key assumptions used for determining the fair value of the Private Placement warrants. Private Placement Warrants Outstanding as of March 31, 2024 Private Placement Warrants Outstanding as of December 31, 2023 Expected term (in years) 2.3 2.5 Expected volatility 92.5% 90.0% Risk-free interest rate 4.5% 4.1% Expected dividend rate 0.0% 0.0% |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, consisted of the following (in thousands). March 31, 2024 December 31, 2023 Machinery and equipment $ 99,031 $ 100,335 Building and leasehold improvements 38,321 36,651 Office equipment and software 4,281 2,561 Furniture and fixtures 904 898 Land 1,433 1,433 Construction in process 80,056 68,958 Total property and equipment 224,026 210,836 Less: accumulated depreciation (64,862) (44,365) Property and equipment, net $ 159,164 $ 166,471 We are in the process of installing equipment in our facility located in Malaysia, which contributed to an increase in construction in process category. Furthermore, in the fourth quarter of 2023, we announced our strategic realignment of our first production line (“Fab1”) in Fremont and transformed our Fremont location to “Center for Innovation,” focused on new product development. In connection with this strategic realignment, we recognized accelerated depreciation expenses of approximately $18.4 million for Fab1 equipment in the first quarter of 2024, of which approximately $18.3 million and $0.1 million were recorded as research and development expense, and selling, general and administrative expense, respectively, in the Condensed Consolidated Statements of Operations. 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 March 31, 2024 April 2, 2023 Depreciation expense $ 23,799 $ 3,455 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consists of the following components (in thousands). March 31, December 31, 2023 Raw materials $ 1,825 $ 1,926 Work-in-process 3,513 6,687 Finished goods 1,198 124 Total inventory $ 6,536 $ 8,737 Inventory is stated at the lower of cost or net realizable value (“NRV”) on a first-in and first-out basis. Inventory costs include direct materials, direct labor, and manufacturing overhead. When the estimated net realizable values are below the manufacturing costs, a charge to cost of revenue is recorded for finished goods and work in process inventories. For the quarters ended March 31, 2024 and April 2, 2023, we did not record an inventory reserve as cost of revenue in the Condensed Consolidated Statement of Operations. As of |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Leases We have operating lease agreements primarily for offices and manufacturing spaces located in various locations with lease periods expiring between 2024 and 2030, some of which include options to extend the leases for up to five years. The components of lease costs were as follows (in thousands): Quarters Ended March 31, 2024 April 2, 2023 Operating lease cost $ 879 $ 411 Supplemental lease information: As of Operating leases March 31, 2024 December 31, 2023 Weighted-average remaining lease term 5.8 years 6.0 years Weighted-average discount rate 8.5% 8.5% Supplemental cash flow information related to leases are as follows (in thousands): Quarters Ended March 31, 2024 April 2, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 828 $ 346 Maturities of Lease Liabilities The following is a schedule of maturities of lease liabilities as of March 31, 2024 (in thousands). Operating leases 2024 (remaining 9 months) $ 2,756 2025 3,699 2026 3,698 2027 3,743 2028 3,804 Thereafter 3,834 Total 21,534 Less: imputed interest (4,364) Present value of lease liabilities $ 17,170 |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings Short-Term Debt In connection with the Routejade Acquisition, we assumed asset secured loans with fixed and floating interest rates. These loans have various maturity dates. As of March 31, 2024, short-term debt was $8.5 million, which comprised of $6.9 million of short-term loans with less than one-year term and $1.6 million of the current portion of long-term loans. As of December 31, 2023, short-term debt was $5.9 million, which comprised of $4.3 million of short-term loans with less than one-year term and $1.6 million of the current portion of long-term loans. The current portion of long-term debt is recorded as short-term debt based on time remaining until maturity. As of March 31, 2024 and December 31, 2023, the weighted average interest rates on the short-term loans were approximately 5.2%. and 5.3%, respectively. Long-Term Debt Our long-term debt, net consists of the following (in thousands). As of Annual Interest Rate Maturity Date March 31, 2024 December 31, 2023 Convertible Senior Notes 3.0 % May 1, 2028 $ 172,500 $ 172,500 Long-term loans Floating rate 3.4 % June 30, 2027 370 385 Floating rate 3.4 % June 30, 2028 370 385 Fixed rate 5.2 % February 1, 2025 — 1,036 Fixed rate 5.3 % September 19, 2024 1,480 1,540 Total Convertible Senior Notes and other borrowings 174,720 175,846 Less: unamortized debt issuance costs (4,872) (5,142) Long-term debt 169,848 170,704 Current portion of long-term debt (1,573) (1,605) Long-term debt, net $ 168,275 $ 169,099 Long-term Loans In connection with the Routejade Acquisition, we assumed long-term loans. These long-term loans are either with fixed rate or floating rate loans as stated in the table above. As of March 31, 2024, total long-term loans outstanding was $2.2 million, including a current portion of the long-term loans of $1.6 million. As of December 31, 2023, total long-term loans outstanding was $3.3 million, including a current portion of the long-term loans of $1.6 million. 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”), including $10.0 million principal amount of the Convertible Senior Notes (the “Affiliate Notes”) issued to an entity affiliated with Thurman John Rodgers, Chairman of our Board of Directors, in a concurrent private placement. As of both periods ended March 31, 2024 and December 31, 2023, total outstanding Convertible Senior Notes was $172.5 million. 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 will mature on May 1, 2028 unless earlier converted, redeemed or repurchased. The following table summarizes the interest expenses related to Convertible Senior Notes and loans, which are recorded within Interest expense in the Condensed Consolidated Statements of Operations (in thousands). Quarter Ended March 31, 2024 Coupon interest $ 1,294 Amortization of debt issuance costs 270 Total interest expense on Convertible Senior Notes 1,564 Loan interest 95 Total interest expenses related to Convertible Senior Notes and loans $ 1,659 As of March 31, 2024 and December 31, 2023, the Company had $2.2 million and $0.9 million of accrued interest liability, respectively. Debt Maturity The following table summarizes our long-term debt maturities, based on outstanding principal by years (in thousands). March 31, 2024 2024 (remaining 9 months) $ 1,542 2025 185 2026 246 2027 185 2028 172,562 Total gross amount of long-term debt $ 174,720 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments As of March 31, 2024 and December 31, 2023, our commitments included approximately $57.7 million and $62.5 million, respectively, of our open purchase orders and contractual obligations that occurred in the ordinary course of business, including commitments with contract manufacturers and suppliers for which we have not received goods or services, commitments for capital expenditures and construction-related activities for which we have not received the services. Although open purchase orders are considered enforceable and legally binding, the terms generally allow us an option to cancel, reschedule, and adjust its requirements based on our business needs prior to the delivery of goods or performance of services. For lease obligations, please refer to Note 7 “Leases” for more details. For the Convertible Senior Notes obligation and other borrowings, please refer to Note 8 “Borrowings” for more details. Performance Obligations As of March 31, 2024, we had $9.1 million of performance obligations, which comprised of total deferred revenue and customer order deposits. We currently expect to recognize approximately 58% of deferred revenue as revenue within the next twelve months and the remaining amount is expected to be recognized as revenues in 2025. Litigation From time to time, we are 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. We intend 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 our 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, we began the mediation process. Court proceedings related to the matter are ongoing. Based on our current knowledge of the legal proceeding, an estimate of possible loss liability was recorded on the Condensed Consolidated Balance Sheet as of March 31, 2024 . Based on currently available information, we do not expect it to be material to our financial position. 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 we 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. While we are unable to predict the likely outcome of this matter or the potential cost or exposure or duration of the process, based on the information we currently possess, we do not expect the total potential cost to be material to our financial position. Securities Class Action Complaint 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 Enovix and certain of our 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 our manufacturing scale-ups and testing of new equipment. A substantially identical complaint was filed on January 25, 2023 by another purported Company stockholder. Following consolidation of the cases and court appointment of two purported Company stockholder lead plaintiffs, a consolidated complaint alleging substantially similar claims, including allegations that the defendants made material misstatements or omissions in public statements related to testing of new equipment, was filed on July 7, 2023. The consolidated complaint seeks unspecified damages, interest, fees and costs on behalf of all persons and entities who purchased and/or acquired shares of Enovix or RSVAC’s common stock between June 24, 2021 and January 3, 2023. Enovix and our named officers and directors moved to dismiss the complaint on September 15, 2023. On January 30, 2024, the court granted the motion to dismiss with leave to amend. The plaintiffs filed an amended complaint on March 19, 2024. Enovix and its named officers and directors moved to dismiss the amended complaint on May 3, 2024. Guarantees and Indemnifications In the normal course of business, we enter into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. In addition, we purchased performance bonds for guarantee of our performance obligations for certain projects. Our exposure under these agreements is unknown because it involves claims that may be made against us in the future but have not yet been made. To date, we have not paid any claims or been required to defend any action related to our indemnification obligations. However, we may record charges in the future as a result of these indemnification obligations. We also have indemnification obligations to our officers and directors for specified events or occurrences, subject to some limits, while they are serving at our request in such capacities. There have been no claims to date and we have director and officer insurance that may enable us to recover a portion of any amounts paid for future potential claims. We believe the fair value of these indemnification agreements is minimal. Accordingly, we have not recorded any liabilities relating to these obligations for the period presented. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share The following table sets forth the computation of our basic and diluted net EPS of common stock for the periods presented below (in thousands, except share and per share amount). Quarters Ended March 31, 2024 April 2, 2023 Numerator: Net loss attributable to common stockholders - basic and diluted $ (46,368) $ (73,603) Denominator: Weighted-average shares outstanding used in computing net loss per share of common stock, basic and diluted 168,144,918 155,626,977 Net loss per share of common stock: Basic $ (0.28) $ (0.47) Diluted $ (0.28) $ (0.47) 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 March 31, 2024 April 2, 2023 Stock options outstanding 2,514,254 4,608,824 Restricted stock units and performance restricted stock units outstanding 9,726,554 9,821,622 Assumed conversion of Convertible Senior Notes 11,053,800 — Private Placement Warrants outstanding 6,000,000 6,000,000 Employee stock purchase plan estimated shares 442,146 349,988 |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation We issue equity awards to our employees and non-employees in the form of stock options, restricted stock units (“RSUs”) and performance based RSUs (“PRSUs”). Additionally, we also offer an employee stock purchase plan (“ESPP”) to our eligible employees. We use Black-Scholes option pricing model to value our stock options granted and the estimated shares to be purchased under the ESPP. For both RSUs and PRSUs, we use our common stock price, which is the last reported sales price on the grant date to value those securities. In general, we recognize stock-based compensation expense on a straight-line basis over the requisite service period and records forfeitures as they occur. For PRSUs, we use the graded vesting method to calculate the stock-based compensation expense. At each reporting period, we 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 March 31, 2024 April 2, 2023 Cost of revenue $ — $ 951 Research and development 6,554 11,667 Selling, general and administrative 6,206 16,539 Total stock-based compensation expense $ 12,760 $ 29,157 For the quarters ended March 31, 2024 and April 2, 2023, we capitalized $0.4 million and $0.6 million, respectively, of stock-based compensation as property and equipment, net on the Condensed Consolidated Balance Sheet. There was no recognized tax benefit related to stock-based compensation for the periods presented. In addition, we accrued an immaterial amount of bonus to be settled in equity awards as accrued compensation on the Condensed Consolidated Balance Sheet as of March 31, 2024. As of March 31, 2024, there was approximately $110.3 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 3.6 years. As of March 31, 2024, there was approximately $1.4 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 For the quarter ended March 31, 2024, there was no equity award modification. For the quarter ended April 2, 2023, we recognized $21.1 million of stock-based compensation expense related to the modifications in connection with the retirement or resignation of several of our former officers and executives, which 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. Stock Option Activity The following table summarizes stock option activities for the quarter ended March 31, 2024 (in thousands, except share and per share amount). Number of Weighted Weighted Aggregate Intrinsic Value (1) (2) Balances as of January 1, 2024 2,615,199 $ 9.71 Exercised (43,041) 2.23 $ 336 Forfeited (57,904) 11.23 Balances as of March 31, 2024 2,514,254 $ 9.80 7.0 $ 772 (1) The intrinsic value of options exercised is based upon the value of our stock at exercise. (2) The aggregate intrinsic value of the stock options outstanding as of March 31, 2024 represents the value of our closing stock price at $8.01 on the last trading day of the quarter ended March 31, 2024 in excess of the exercise price multiplied by the number of options outstanding. Unvested early exercised stock options which are subject to repurchase by us 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. Early Exercise of Options As of March 31, 2024, 308,745 shares remained subject to our right of repurchase as a result of early exercised stock options. The remaining liability related to early exercised shares as of March 31, 2024 was immaterial 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 summarizes RSUs and PRSUs activities for the fiscal quarter ended March 31, 2024 (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, 2024 10,893,271 $ 11.58 531,469 $ 13.16 Granted 826,024 9.87 — — Vested (1,849,845) 9.54 (63,298) 13.41 Forfeited (466,238) 13.94 (144,829) 13.13 Issued and unvested shares outstanding as of March 31, 2024 9,403,212 $ 11.72 323,342 $ 13.13 |
Variable Interest Entity
Variable Interest Entity | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | Variable Interest Entity On July 26, 2023, we entered into a manufacturing agreement (the “Agreement”) with YBS International Berhad (“YBS”). We concluded that Orifast Solution Sdn Bhd (“OSSB”), a subsidiary of YBS, is considered a VIE and we are the primary beneficiary of OSSB based on certain assumptions and judgments made by us. In accordance with GAAP, we consolidate 100% of OSSB financials. During the quarter ended March 31, 2024, OSSB had immaterial operating activities. As of March 31, 2024, we did not have an equity investment in OSSB. OSSB entered a $70.0 million of foreign currency term loan agreement (the “Term Loan”) with OCBC Bank (Malaysia) Berhad (“OCBC”) in financing for its manufacturing operation. The Term Loan is expected to be repaid within five years. On September 13, 2023, we entered into a cash deposit agreement with OCBC to collateralize the “Term Loan. As of March 31, 2024, there is no outstanding balance of the Term Loan and no deposit was made to OCBC for the collateralization. As of March 31, 2024, we had $70.0 million deposit in an interest-bearing account with OCBC for interest earning purpose. |
Related Party
Related Party | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party | Related Party Employment Relationship As of March 31, 2024, we employed one family member of our Chief Executive Officer, who assists with sales in North America. Affiliate Notes On April 20, 2023, we issued $172.5 million aggregate principal amount of Convertible Senior Notes, which included $10.0 million principal amount of the Affiliate Notes that were issued to an entity affiliated with Thurman John “T.J.” Rodgers, our Chairman, in a concurrent private placement. The Affiliate Notes were recorded in Long-term debt, net on our Condensed Consolidated Balance Sheets. For the quarter ended March 31, 2024, we recorded $0.1 million of interest expense related to the Affiliate Notes in our Condensed Consolidated Statements of Operations. See Note 8 “Borrowings” for more information. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We announced in our earnings press release on May 1, 2024 that we would be targeting a reduction of our costs by the end of fiscal year 2024. As part of our plan to reduce our costs, we have initiated the cessation of manufacturing at our Fab1 facility in Fremont, California and are transitioning our Fremont manufacturing operations to Malaysia. As a result, we expect to record estimated pre-tax restructuring charges of approximately $33 million to $43 million, a substantial majority of which will be non-cash charges. We will record these charges as they occur and we may incur additional restructuring charges, which could be significant in the subsequent quarters of fiscal year 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Pay vs Performance Disclosure | ||
Net (loss) income | $ (46,368) | $ (73,603) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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) | 3 Months Ended |
Mar. 31, 2024 | |
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”). These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“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 our financial condition, results of operations, comprehensive income (loss), stockholders’ equity and cash flows for the periods presented above. The results of operations for the quarter ended March 31, 2024 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 December 31, 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 our Annual Report on Form 10-K. |
Consolidation | The condensed consolidated financial statements include our accounts, our wholly-owned subsidiaries and majority-owned subsidiaries, the business combinations from the closing dates and a variable interest entity (“VIE”) under the variable interest model. 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 and intangible assets, valuation for inventory, valuation allowance on deferred tax assets, valuation for assets acquired and liabilities assumed in business combination, valuation of goodwill and intangible 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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses and other segment items on an annual and interim basis. This ASU will be effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the potential impact of the adoption of this ASU on our financial statement disclosures and plan to adopt it for the fiscal year ended December 29, 2024. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures, which expanded the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for the annual periods beginning December 15, 2024, with early adoption permitted. We are currently evaluating the potential impact of the adoption of this ASU on our financial statement disclosures. |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Considerations for the Acquisition | ollowing table summarizes the considerations for the acquisition. Cash paid, net of acquisition-related seller expense $ 15,448 Issuance of Enovix common stock (5,923,521 shares) 52,779 Total purchase consideration 68,227 Less: net assets acquired Net assets acquired, excluding liability assumed for acquisition-related seller expense 56,367 Liability assumed for acquisition-related seller expense (357) Net assets acquired 56,010 Goodwill $ 12,217 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the final purchase price allocation based on the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands). Cash, cash equivalents and restricted cash acquired $ 5,481 Accounts and notes receivable, net (1) 1,796 Inventory 12,613 Prepaid expenses and other current assets 1,715 Property and equipment, net 28,579 Intangible assets 41,948 Goodwill 12,217 Other non-current assets 365 Debt assumed (7,426) Deferred revenue (10,568) Liabilities assumed (3,182) Deferred income tax liabilities (12,294) Fair value of net assets acquired 71,244 Less: non-controlling interest (2) (3,017) Total purchase consideration 68,227 Less: Cash, cash equivalents, restricted cash acquired (5,481) Total purchase price, net of cash acquired $ 62,746 (1) The gross amount of the acquired accounts and notes receivable was $1.9 million, of which an immaterial amount is expected to be uncollectible. (2) The fair value of non-controlling interest is measured based on the fair values of net assets acquired at the acquisition date and the price for the equity shares and the portion of ownership not held by the acquirer. |
Schedule of Goodwill | The following table summarizes the change in goodwill (in thousands) during the first quarter of 2024. Goodwill Balances as of December 31, 2023 $ 12,098 Routejade Acquisition - measurement period adjustments (1) 119 Balances as of March 31, 2024 $ 12,217 (1) Our purchase price allocation was finalized in the first quarter of 2024, which included a net adjustment of $0.1 million to goodwill and immaterial adjustments to other assets. |
Schedule of Intangible Assets Subject To Amortization, Net | The following table summarizes the intangible assets subject to amortization, net (in thousands) as of March 31, 2024. Gross Accumulated amortization Net Carrying Amount Weighted-average Useful Lives Customer relationships $ 29,933 $ (1,245) $ 28,688 10 years Developed technology 11,680 (694) 10,986 7 years Trade Names and Trademarks 335 (46) 289 3 years Total intangible assets $ 41,948 $ (1,985) $ 39,963 |
Schedule of Expected Amortization For The Intangible Assets | The following is a schedule of expected amortization for the intangible assets as of March 31, 2024 (in thousands). As of March 31, 2024 2024 (remaining 9 months) $ 3,568 2025 4,757 2026 4,829 2027 4,645 2028 4,645 Thereafter 17,519 Total estimated amortization expense $ 39,963 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023 (in thousands). Fair Value Measurement using Level 1 Level 2 Level 3 Total As of March 31, 2024 Assets: Cash equivalents: Money Market Funds $ 97,545 $ — $ — $ 97,545 U.S. Treasuries — 39,994 — 39,994 Short-term investments: U.S. Treasuries — 40,243 — 40,243 Liabilities: Private Placement Warrants $ — $ — $ 21,780 $ 21,780 As of December 31, 2023 Assets: Cash equivalents: Money Market Funds $ 19,312 $ — $ — $ 19,312 U.S. Treasuries — 45,175 — 45,175 Short-term investments: U.S. Treasuries — 73,694 — 73,694 Liabilities: Private Placement Warrants $ — $ — $ 42,900 $ 42,900 |
Schedule of Cash Equivalents and Short-term Investments | The following is a summary of cash equivalents and short-term investments (in thousands). Reported as Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Cash Equivalents Short-term Investments As of March 31, 2024 Money Market Funds $ 97,545 $ — $ — $ 97,545 $ 97,545 $ — U.S. Treasuries 80,239 — (2) 80,237 39,994 40,243 Total $ 177,784 $ — $ (2) $ 177,782 $ 137,539 $ 40,243 As of December 31, 2023 Money Market Funds $ 19,312 $ — $ — $ 19,312 $ 19,312 $ — U.S. Treasuries 118,854 15 — 118,869 45,175 73,694 Total $ 138,166 $ 15 $ — $ 138,181 $ 64,487 $ 73,694 |
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 December 31, 2023 $ 42,900 Change in fair value (21,120) Fair value as of March 31, 2024 $ 21,780 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 |
Schedule of Key Assumptions used for determining Fair Value of Private Placement 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 March 31, 2024 Private Placement Warrants Outstanding as of December 31, 2023 Expected term (in years) 2.3 2.5 Expected volatility 92.5% 90.0% Risk-free interest rate 4.5% 4.1% Expected dividend rate 0.0% 0.0% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment and Depreciation Expense | Property and equipment as of March 31, 2024 and December 31, 2023, consisted of the following (in thousands). March 31, 2024 December 31, 2023 Machinery and equipment $ 99,031 $ 100,335 Building and leasehold improvements 38,321 36,651 Office equipment and software 4,281 2,561 Furniture and fixtures 904 898 Land 1,433 1,433 Construction in process 80,056 68,958 Total property and equipment 224,026 210,836 Less: accumulated depreciation (64,862) (44,365) Property and equipment, net $ 159,164 $ 166,471 Quarters Ended March 31, 2024 April 2, 2023 Depreciation expense $ 23,799 $ 3,455 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | Inventory consists of the following components (in thousands). March 31, December 31, 2023 Raw materials $ 1,825 $ 1,926 Work-in-process 3,513 6,687 Finished goods 1,198 124 Total inventory $ 6,536 $ 8,737 |
Lease (Tables)
Lease (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Lease Cost and Supplemental Lease and Cash Flow Information | The components of lease costs were as follows (in thousands): Quarters Ended March 31, 2024 April 2, 2023 Operating lease cost $ 879 $ 411 Supplemental lease information: As of Operating leases March 31, 2024 December 31, 2023 Weighted-average remaining lease term 5.8 years 6.0 years Weighted-average discount rate 8.5% 8.5% Supplemental cash flow information related to leases are as follows (in thousands): Quarters Ended March 31, 2024 April 2, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 828 $ 346 |
Schedule of Maturity of Lease Liabilities | The following is a schedule of maturities of lease liabilities as of March 31, 2024 (in thousands). Operating leases 2024 (remaining 9 months) $ 2,756 2025 3,699 2026 3,698 2027 3,743 2028 3,804 Thereafter 3,834 Total 21,534 Less: imputed interest (4,364) Present value of lease liabilities $ 17,170 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Components of Long-Term Debt, Net | Long-Term Debt Our long-term debt, net consists of the following (in thousands). As of Annual Interest Rate Maturity Date March 31, 2024 December 31, 2023 Convertible Senior Notes 3.0 % May 1, 2028 $ 172,500 $ 172,500 Long-term loans Floating rate 3.4 % June 30, 2027 370 385 Floating rate 3.4 % June 30, 2028 370 385 Fixed rate 5.2 % February 1, 2025 — 1,036 Fixed rate 5.3 % September 19, 2024 1,480 1,540 Total Convertible Senior Notes and other borrowings 174,720 175,846 Less: unamortized debt issuance costs (4,872) (5,142) Long-term debt 169,848 170,704 Current portion of long-term debt (1,573) (1,605) Long-term debt, net $ 168,275 $ 169,099 |
Schedule of Interest Expense Related to Convertible Notes | The following table summarizes the interest expenses related to Convertible Senior Notes and loans, which are recorded within Interest expense in the Condensed Consolidated Statements of Operations (in thousands). Quarter Ended March 31, 2024 Coupon interest $ 1,294 Amortization of debt issuance costs 270 Total interest expense on Convertible Senior Notes 1,564 Loan interest 95 Total interest expenses related to Convertible Senior Notes and loans $ 1,659 |
Schedule of Maturities of Long-Term Debt | The following table summarizes our long-term debt maturities, based on outstanding principal by years (in thousands). March 31, 2024 2024 (remaining 9 months) $ 1,542 2025 185 2026 246 2027 185 2028 172,562 Total gross amount of long-term debt $ 174,720 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Dilute Net EPS of Common Stock | The following table sets forth the computation of our basic and diluted net EPS of common stock for the periods presented below (in thousands, except share and per share amount). Quarters Ended March 31, 2024 April 2, 2023 Numerator: Net loss attributable to common stockholders - basic and diluted $ (46,368) $ (73,603) Denominator: Weighted-average shares outstanding used in computing net loss per share of common stock, basic and diluted 168,144,918 155,626,977 Net loss per share of common stock: Basic $ (0.28) $ (0.47) Diluted $ (0.28) $ (0.47) |
Schedule of Potentially Dilutive Securities Excluded From Computation of Diluted 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 March 31, 2024 April 2, 2023 Stock options outstanding 2,514,254 4,608,824 Restricted stock units and performance restricted stock units outstanding 9,726,554 9,821,622 Assumed conversion of Convertible Senior Notes 11,053,800 — Private Placement Warrants outstanding 6,000,000 6,000,000 Employee stock purchase plan estimated shares 442,146 349,988 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Total 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 March 31, 2024 April 2, 2023 Cost of revenue $ — $ 951 Research and development 6,554 11,667 Selling, general and administrative 6,206 16,539 Total stock-based compensation expense $ 12,760 $ 29,157 |
Schedule of Stock Option Activity | The following table summarizes stock option activities for the quarter ended March 31, 2024 (in thousands, except share and per share amount). Number of Weighted Weighted Aggregate Intrinsic Value (1) (2) Balances as of January 1, 2024 2,615,199 $ 9.71 Exercised (43,041) 2.23 $ 336 Forfeited (57,904) 11.23 Balances as of March 31, 2024 2,514,254 $ 9.80 7.0 $ 772 (1) The intrinsic value of options exercised is based upon the value of our stock at exercise. (2) The aggregate intrinsic value of the stock options outstanding as of March 31, 2024 represents the value of our closing stock price at $8.01 on the last trading day of the quarter ended March 31, 2024 in excess of the exercise price multiplied by the number of options outstanding. |
Schedule of RSUs and PRSUs Activity | The following table summarizes RSUs and PRSUs activities for the fiscal quarter ended March 31, 2024 (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, 2024 10,893,271 $ 11.58 531,469 $ 13.16 Granted 826,024 9.87 — — Vested (1,849,845) 9.54 (63,298) 13.41 Forfeited (466,238) 13.94 (144,829) 13.13 Issued and unvested shares outstanding as of March 31, 2024 9,403,212 $ 11.72 323,342 $ 13.13 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Working capital | $ 221,100 | |
Accumulated deficit | 645,213 | $ 598,845 |
Proceeds from issuance of common stock | $ 5,800 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Apr. 02, 2023 | Oct. 31, 2023 | |
Business Acquisition [Line Items] | |||
Amortization of intangible assets | $ 1.2 | ||
Routejade, Inc. | |||
Business Acquisition [Line Items] | |||
Percentage of outstanding shares acquired | 95.80% | ||
Weighted-average Useful Lives | 8 years 9 months 18 days | ||
Revenue of acquiree | $ 5.3 | ||
Proforma revenue | $ 5.3 | $ 5 |
Business Combinations - Schedul
Business Combinations - Schedule of Considerations for the Acquisition (Details) - USD ($) $ in Thousands | Oct. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 |
Business Acquisition [Line Items] | |||
Goodwill | $ 12,217 | $ 12,098 | |
Routejade, Inc. | |||
Business Acquisition [Line Items] | |||
Cash paid, net of acquisition-related seller expense | $ 15,448 | ||
Issuance of Enovix common stock (5,923,521 shares) | 52,779 | ||
Total purchase consideration | 68,227 | ||
Net assets acquired, excluding liability assumed for acquisition-related seller expense | 56,367 | ||
Liability assumed for acquisition-related seller expense | (357) | ||
Net assets acquired | 56,010 | ||
Goodwill | $ 12,217 | $ 12,217 | $ 12,098 |
Common stock consideration (in shares) | 5,923,521 |
Business Combinations - Sched_2
Business Combinations - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 31, 2023 |
Business Acquisition [Line Items] | |||
Goodwill | $ 12,217 | $ 12,098 | |
Routejade, Inc. | |||
Business Acquisition [Line Items] | |||
Cash, cash equivalents and restricted cash acquired | $ 5,481 | ||
Accounts and notes receivable, net | 1,796 | ||
Inventory | 12,613 | ||
Prepaid expenses and other current assets | 1,715 | ||
Property and equipment, net | 28,579 | ||
Intangible assets | 41,948 | ||
Goodwill | $ 12,217 | $ 12,098 | 12,217 |
Other non-current assets | 365 | ||
Debt assumed | (7,426) | ||
Deferred revenue | (10,568) | ||
Liabilities assumed | (3,182) | ||
Deferred income tax liabilities | (12,294) | ||
Fair value of net assets acquired | 71,244 | ||
Less: non-controlling interest | (3,017) | ||
Total purchase consideration | 68,227 | ||
Less: Cash, cash equivalents, restricted cash acquired | (5,481) | ||
Total purchase price, net of cash acquired | 62,746 | ||
Gross amount of the acquired accounts and notes receivable | $ 1,900 |
Business Combinations - Sched_3
Business Combinations - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 12,098 |
Goodwill, Ending Balance | 12,217 |
Routejade, Inc. | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 12,098 |
Routejade Acquisition | 119 |
Goodwill, Ending Balance | 12,217 |
Goodwill, purchase accounting adjustments | $ 100 |
Business Combinations - Sched_4
Business Combinations - Schedule of Intangible Assets Subject To Amortization, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2023 | Mar. 31, 2024 | |
Goodwill [Roll Forward] | ||
Total estimated amortization expense | $ 39,963 | |
Routejade, Inc. | ||
Goodwill [Roll Forward] | ||
Gross | $ 41,948 | |
Accumulated amortization | (1,985) | |
Total estimated amortization expense | 39,963 | |
Weighted-average Useful Lives | 8 years 9 months 18 days | |
Customer relationships | Routejade, Inc. | ||
Goodwill [Roll Forward] | ||
Gross | 29,933 | |
Accumulated amortization | (1,245) | |
Total estimated amortization expense | $ 28,688 | |
Weighted-average Useful Lives | 10 years | |
Developed technology | Routejade, Inc. | ||
Goodwill [Roll Forward] | ||
Gross | $ 11,680 | |
Accumulated amortization | (694) | |
Total estimated amortization expense | $ 10,986 | |
Weighted-average Useful Lives | 7 years | |
Trade Names and Trademarks | Routejade, Inc. | ||
Goodwill [Roll Forward] | ||
Gross | $ 335 | |
Accumulated amortization | (46) | |
Total estimated amortization expense | $ 289 | |
Weighted-average Useful Lives | 3 years |
Business Combinations -Schedule
Business Combinations -Schedule of Expected Amortization For The Intangible Assets (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
2024 (remaining 9 months) | $ 3,568 |
2025 | 4,757 |
2026 | 4,829 |
2027 | 4,645 |
2028 | 4,645 |
Thereafter | 17,519 |
Total estimated amortization expense | $ 39,963 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 05, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents, fair value | $ 222.2 | $ 233.1 | |
Fair value of the convertible senior notes | 140.6 | ||
Long-term debt, fair value | $ 2.2 | $ 3.3 | |
Private Placement Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrants outstanding (in shares) | 6,000,000 | 6,000,000 | |
Each whole private placement warrant became exercisable for Number of whole shares (in shares) | 1 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||
Level 3 | Fair Value, Recurring | Private Placement Warrants | |||
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) | $ 3.63 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Liabilities: | ||
Cash and cash equivalents, fair value | $ 222,200 | $ 233,100 |
Fair Value, Recurring | Money Market Funds | ||
Liabilities: | ||
Cash and cash equivalents, fair value | 97,545 | 19,312 |
Fair Value, Recurring | U.S. Treasuries | ||
Liabilities: | ||
Cash and cash equivalents, fair value | 39,994 | 45,175 |
Short-term Investments | 40,243 | 73,694 |
Fair Value, Recurring | Private Placement Warrants | ||
Liabilities: | ||
Private Placement Warrants | 21,780 | 42,900 |
Level 1 | Fair Value, Recurring | Money Market Funds | ||
Liabilities: | ||
Cash and cash equivalents, fair value | 97,545 | 19,312 |
Level 1 | Fair Value, Recurring | U.S. Treasuries | ||
Liabilities: | ||
Cash and cash equivalents, fair value | 0 | 0 |
Short-term Investments | 0 | 0 |
Level 1 | Fair Value, Recurring | Private Placement Warrants | ||
Liabilities: | ||
Private Placement Warrants | 0 | 0 |
Level 2 | Fair Value, Recurring | Money Market Funds | ||
Liabilities: | ||
Cash and cash equivalents, fair value | 0 | 0 |
Level 2 | Fair Value, Recurring | U.S. Treasuries | ||
Liabilities: | ||
Cash and cash equivalents, fair value | 39,994 | 45,175 |
Short-term Investments | 40,243 | 73,694 |
Level 2 | Fair Value, Recurring | Private Placement Warrants | ||
Liabilities: | ||
Private Placement Warrants | 0 | 0 |
Level 3 | Fair Value, Recurring | Money Market Funds | ||
Liabilities: | ||
Cash and cash equivalents, fair value | 0 | 0 |
Level 3 | Fair Value, Recurring | U.S. Treasuries | ||
Liabilities: | ||
Cash and cash equivalents, fair value | 0 | 0 |
Short-term Investments | 0 | 0 |
Level 3 | Fair Value, Recurring | Private Placement Warrants | ||
Liabilities: | ||
Private Placement Warrants | $ 21,780 | $ 42,900 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Cash Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Amortized Cost | $ 177,784 | $ 138,166 |
Unrealized Gain | 0 | 15 |
Unrealized Loss | (2) | 0 |
Estimated Fair Value | 177,782 | 138,181 |
Cash Equivalents | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Estimated Fair Value | 137,539 | 64,487 |
Short-term Investments | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Estimated Fair Value | 40,243 | 73,694 |
Money Market Funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Amortized Cost | 97,545 | 19,312 |
Unrealized Gain | 0 | 0 |
Unrealized Loss | 0 | 0 |
Estimated Fair Value | 97,545 | 19,312 |
Money Market Funds | Cash Equivalents | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Estimated Fair Value | 97,545 | 19,312 |
Money Market Funds | Short-term Investments | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Estimated Fair Value | 0 | 0 |
U.S. Treasuries | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Amortized Cost | 80,239 | 118,854 |
Unrealized Gain | 0 | 15 |
Unrealized Loss | (2) | 0 |
Estimated Fair Value | 80,237 | 118,869 |
U.S. Treasuries | Cash Equivalents | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Estimated Fair Value | 39,994 | 45,175 |
U.S. Treasuries | Short-term Investments | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Estimated Fair Value | $ 40,243 | $ 73,694 |
Fair Value Measurement - Sche_3
Fair Value Measurement - Schedule of Changes in Fair Value for Level 3 (Details) - Private Placement Warrants - Level 3 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value at beginning of period | $ 42,900 | $ 49,080 |
Change in fair value | (21,120) | 12,840 |
Fair value at end of period | $ 21,780 | $ 61,920 |
Fair Value Measurement - Sche_4
Fair Value Measurement - Schedule of Key Assumptions used for Determining Fair Value of Private Placement Warrants (Details) - Private Placement Warrants outstanding | Mar. 31, 2024 | Dec. 31, 2023 |
Expected term (in years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Public placement warrants expiration term | 2 years 3 months 18 days | 2 years 6 months |
Expected volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 0.925 | 0.900 |
Risk-free interest rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 0.045 | 0.041 |
Expected dividend rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants, measurement input | 0 | 0 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 224,026 | $ 210,836 |
Less: accumulated depreciation | (64,862) | (44,365) |
Property and equipment, net | 159,164 | 166,471 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 99,031 | 100,335 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 38,321 | 36,651 |
Office equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,281 | 2,561 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 904 | 898 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,433 | 1,433 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 80,056 | $ 68,958 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - Strategic Realignment Of Fab1 $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Property, Plant and Equipment [Line Items] | |
Accelerated depreciation expenses | $ 18.4 |
Research and development | |
Property, Plant and Equipment [Line Items] | |
Accelerated depreciation expenses | 18.3 |
Selling, general and administrative | |
Property, Plant and Equipment [Line Items] | |
Accelerated depreciation expenses | $ 0.1 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Depreciation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 23,799 | $ 3,455 |
Inventory - Schedule of Compone
Inventory - Schedule of Components of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,825 | $ 1,926 |
Work-in-process | 3,513 | 6,687 |
Finished goods | 1,198 | 124 |
Total inventory | $ 6,536 | $ 8,737 |
Inventory - Narrative (Details)
Inventory - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Apr. 02, 2023 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |||
Inventory reserve adjustment | $ 0 | $ 0 | |
Inventory adjustments | $ 0 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) | Mar. 31, 2024 |
Leases [Abstract] | |
Option to extend, term | 5 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 879 | $ 411 |
Leases - Supplemental Lease Inf
Leases - Supplemental Lease Information (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 5 years 9 months 18 days | 6 years |
Weighted-average discount rate | 8.50% | 8.50% |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information Related To Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 828 | $ 346 |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Operating leases | |
2024 (remaining 9 months) | $ 2,756 |
2025 | 3,699 |
2026 | 3,698 |
2027 | 3,743 |
2028 | 3,804 |
Thereafter | 3,834 |
Total | 21,534 |
Less: imputed interest | (4,364) |
Present value of lease liabilities | $ 17,170 |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 20, 2023 |
Debt Instrument [Line Items] | |||
Short-term debt | $ 8,488 | $ 5,917 | |
Short-term loans | 6,900 | 4,300 | |
Current portion of long-term debt | $ 1,573 | $ 1,605 | |
Weighted average interest rate on the short-term loans | 5.20% | 5.30% | |
Long-term debt, fair value | $ 2,200 | $ 3,300 | |
Interest payable, current | $ 2,200 | $ 900 | |
3.0 % Convertible Senior Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Principal balance | $ 172,500 | ||
Annual interest rate | 3% | ||
Affiliate Notes | Convertible Debt | Related Party | |||
Debt Instrument [Line Items] | |||
Principal balance | $ 10,000 |
Borrowings - Schedule of Long-T
Borrowings - Schedule of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Apr. 20, 2023 |
Debt Instrument [Line Items] | |||
Total Convertible Senior Notes and other borrowings | $ 174,720 | $ 175,846 | |
Less: unamortized debt issuance costs | (4,872) | (5,142) | |
Long-term debt | 169,848 | 170,704 | |
Current portion of long-term debt | (1,573) | (1,605) | |
Long-term debt, net | 168,275 | 169,099 | |
3.0 % Convertible Senior Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Annual Interest Rate | 3% | ||
Total Convertible Senior Notes and other borrowings | $ 172,500 | 172,500 | |
Floating Rate Loan Due 2027 | Unsecured Debt | |||
Debt Instrument [Line Items] | |||
Annual Interest Rate | 3.40% | ||
Total Convertible Senior Notes and other borrowings | $ 370 | 385 | |
Floating Rate Loan Due 2028 | Unsecured Debt | |||
Debt Instrument [Line Items] | |||
Annual Interest Rate | 3.40% | ||
Total Convertible Senior Notes and other borrowings | $ 370 | $ 385 | |
Fixed Rate Loan Due 2025 | Unsecured Debt | |||
Debt Instrument [Line Items] | |||
Annual Interest Rate | 5.20% | ||
Total Convertible Senior Notes and other borrowings | $ 0 | $ 1,036 | |
Fixed Rate Loan Due 2024 | Unsecured Debt | |||
Debt Instrument [Line Items] | |||
Annual Interest Rate | 5.30% | ||
Total Convertible Senior Notes and other borrowings | $ 1,480 | $ 1,540 |
Borrowings - Schedule of Intere
Borrowings - Schedule of Interest Expense Related to Convertible Notes (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Debt Instrument [Line Items] | |
Total interest expense on Convertible Senior Notes | $ 1,659 |
Loans | |
Debt Instrument [Line Items] | |
Total interest expense on Convertible Senior Notes | 95 |
3.0 % Convertible Senior Notes | Convertible Debt | |
Debt Instrument [Line Items] | |
Coupon interest | 1,294 |
Amortization of debt issuance costs | 270 |
Total interest expense on Convertible Senior Notes | $ 1,564 |
Borrowings - Schedule of Maturi
Borrowings - Schedule of Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
2024 (remaining 9 months) | $ 1,542 | |
2025 | 185 | |
2026 | 246 | |
2027 | 185 | |
2028 | 172,562 | |
Total gross amount of long-term debt | $ 174,720 | $ 175,846 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jan. 25, 2023 plaintiff | Jan. 21, 2022 plaintiff | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) |
Loss Contingencies [Line Items] | ||||
Purchase commitments | $ | $ 57.7 | $ 62.5 | ||
Deferred revenue | $ | $ 9.1 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | ||||
Loss Contingencies [Line Items] | ||||
Deferred revenue considered as revenue within next twelve months | 58% | |||
Expected timing of satisfaction, period | 12 months | |||
Sopheak Prak & Ricardo Pimentel v Enovix | ||||
Loss Contingencies [Line Items] | ||||
Number of plaintiffs | plaintiff | 2 | |||
Securities Class Action Compliant | ||||
Loss Contingencies [Line Items] | ||||
Number of plaintiffs | plaintiff | 2 |
Net Loss per Share - Computatio
Net Loss per Share - Computation of Basic and Dilute Net EPS of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Numerator: | ||
Net loss attributable to common stockholders - basic | $ (46,368) | $ (73,603) |
Net loss attributable to common stockholders - diluted | $ (46,368) | $ (73,603) |
Denominator: | ||
Weighted-average shares outstanding used in computing net loss per share of common stock, basic (in shares) | 168,144,918 | 155,626,977 |
Weighted-average shares outstanding used in computing net loss per share of common stock, diluted (in shares) | 168,144,918 | 155,626,977 |
Net loss per share of common stock: | ||
Basic (in dollars per share) | $ (0.28) | $ (0.47) |
Diluted (in dollars per share) | $ (0.28) | $ (0.47) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Potentially Dilutive Securities Excluded From Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Stock options outstanding | ||
Subsidiary Sale Of Stock [Line Items] | ||
Anti-dilutive securities (in shares) | 2,514,254 | 4,608,824 |
Restricted stock units and performance restricted stock units outstanding | ||
Subsidiary Sale Of Stock [Line Items] | ||
Anti-dilutive securities (in shares) | 9,726,554 | 9,821,622 |
Assumed conversion of Convertible Senior Notes | ||
Subsidiary Sale Of Stock [Line Items] | ||
Anti-dilutive securities (in shares) | 11,053,800 | 0 |
Private Placement Warrants outstanding | ||
Subsidiary Sale Of Stock [Line Items] | ||
Anti-dilutive securities (in shares) | 6,000,000 | 6,000,000 |
Employee stock purchase plan estimated shares | ||
Subsidiary Sale Of Stock [Line Items] | ||
Anti-dilutive securities (in shares) | 442,146 | 349,988 |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Total Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 12,760 | $ 29,157 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 0 | 951 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 6,554 | 11,667 |
Selling, general and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 6,206 | $ 16,539 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Apr. 02, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation capitalized | $ 400,000 | $ 600,000 |
Unrecognized tax benefit | 0 | 0 |
Incremental stock based compensation expenses | 0 | $ 21,100,000 |
Equity Awards | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Accrued bonuses to be settled in equity awards | 0 | |
Unrecognized stock-based compensation expenses related to nonvested equity awards | $ 110,300,000 | |
Weighted average period of recognition for unrecognized stock-based compensation related to nonvested equity awards | 3 years 7 months 6 days | |
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 | $ 1,400,000 | |
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) | 308,745 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Number of Options Outstanding | |
Beginning balance (in shares) | shares | 2,615,199 |
Exercised (in shares) | shares | (43,041) |
Forfeited (in shares) | shares | (57,904) |
Ending balance (in shares) | shares | 2,514,254 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ 9.71 |
Exercised (in dollars per share) | 2.23 |
Forfeited (in dollars per share) | 11.23 |
Ending balance (in dollars per share) | $ 9.80 |
Weighted Average Remaining Contractual Life (Years) | |
Outstanding balance | 7 years |
Aggregate Intrinsic Value | |
Exercised | $ | $ 336 |
Outstanding, balance | $ | $ 772 |
Share price (in dollars per share) | $ 8.01 |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of RSUs and PRSUs Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
RSUs | |
Number of Shares Outstanding | |
Issued and unvested shares beginning balances (in shares) | shares | 10,893,271 |
Granted (in shares) | shares | 826,024 |
Vested (in shares) | shares | (1,849,845) |
Forfeited (in shares) | shares | (466,238) |
Issued and unvested shares outstanding ending balance (in shares) | shares | 9,403,212 |
Weighted Average Grant Date Fair Value | |
Issued and unvested shares beginning balances (in dollars per share) | $ / shares | $ 11.58 |
Granted (in dollars per share) | $ / shares | 9.87 |
Vested (in dollars per share) | $ / shares | 9.54 |
Forfeited (in dollars per share) | $ / shares | 13.94 |
Issued and unvested shares outstanding ending balance (in dollars per share) | $ / shares | $ 11.72 |
PRSUs | |
Number of Shares Outstanding | |
Issued and unvested shares beginning balances (in shares) | shares | 531,469 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (63,298) |
Forfeited (in shares) | shares | (144,829) |
Issued and unvested shares outstanding ending balance (in shares) | shares | 323,342 |
Weighted Average Grant Date Fair Value | |
Issued and unvested shares beginning balances (in dollars per share) | $ / shares | $ 13.16 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 13.41 |
Forfeited (in dollars per share) | $ / shares | 13.13 |
Issued and unvested shares outstanding ending balance (in dollars per share) | $ / shares | $ 13.13 |
Variable Interest Entity (Detai
Variable Interest Entity (Details) - USD ($) | Sep. 13, 2023 | Mar. 31, 2024 | Dec. 31, 2023 |
Variable Interest Entity [Line Items] | |||
Long-term debt, net | $ 169,848,000 | $ 170,704,000 | |
OSSB | |||
Variable Interest Entity [Line Items] | |||
Equity method investments | 0 | ||
Cash Deposit Agreement With OCBC Bank (Malaysia) Berhad | |||
Variable Interest Entity [Line Items] | |||
Debt amount with collateral | $ 70,000,000 | ||
Debt collateral amount | 0 | ||
Interest-bearing foreign deposit, savings | 70,000,000 | ||
Cash Deposit Agreement With OCBC Bank (Malaysia) Berhad | Term Loan | |||
Variable Interest Entity [Line Items] | |||
Term loan repaid period | 5 years | ||
Long-term debt, net | $ 0 |
Related Party (Details)
Related Party (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) family_member | Apr. 20, 2023 USD ($) | |
Related Party Transaction [Line Items] | ||
Interest expense | $ 1,659 | |
3.0 % Convertible Senior Notes | Convertible Debt | ||
Related Party Transaction [Line Items] | ||
Principal balance | $ 172,500 | |
Related Party | ||
Related Party Transaction [Line Items] | ||
Number of employed family members | family_member | 1 | |
Related Party | Affiliate Notes | ||
Related Party Transaction [Line Items] | ||
Interest expense | $ 100 | |
Related Party | Affiliate Notes | Convertible Debt | ||
Related Party Transaction [Line Items] | ||
Principal balance | $ 10,000 |
Subsequent Events (Details)
Subsequent Events (Details) - 2024 Restructuring Plan - Subsequent Event $ in Millions | May 06, 2024 USD ($) |
Minimum | |
Subsequent Event [Line Items] | |
Expected restructuring costs | $ 33 |
Maximum | |
Subsequent Event [Line Items] | |
Expected restructuring costs | $ 43 |