[Special Note Regarding Forward-Looking Statements](index=3&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) [Forward-Looking Statements Disclosure](index=3&type=section&id=Forward-Looking%20Statements%20Disclosure) This section clarifies that the Annual Report on Form 10-K contains forward-looking statements, which are subject to various risks, uncertainties, and assumptions, cautioning readers not to rely on them as guarantees of future performance - The report contains forward-looking statements, identified by words like 'may,' 'expect,' 'anticipate,' 'estimate,' 'intend,' 'plan,' 'target,' 'seek,' 'potential,' 'believe,' 'will,' 'could,' 'should,' 'would,' and 'project'[12](index=12&type=chunk) - Forward-Looking statements are subject to risks, uncertainties, and assumptions, meaning actual results could differ materially and adversely from expectations[13](index=13&type=chunk) - The company does not undertake to update publicly any forward-looking statements to conform to changes in expectations or actual results, except as required by law[14](index=14&type=chunk) [Summary of Our Risk Factors](index=3&type=section&id=SUMMARY%20OF%20OUR%20RISK%20FACTORS) [Key Risk Factors Overview](index=3&type=section&id=Key%20Risk%20Factors%20Overview) This section summarizes primary risks affecting the company's business, financial condition, and operations, including operational vulnerabilities, market challenges, and external factors - Operational risks include potential damage or inoperability of the **sole semiconductor foundry**, defects or performance problems in products, and failure to achieve satisfactory yields or quality[18](index=18&type=chunk)[97](index=97&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) - Market and growth strategy risks involve difficulty in accurately predicting future revenues, customer order cancellations or quantity changes, inability to diversify the customer base, and inherent risks in expansion strategies[18](index=18&type=chunk)[19](index=19&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk)[111](index=111&type=chunk)[113](index=113&type=chunk) - Supply chain and competitive risks highlight dependence on successful parts and materials procurement, reliance on a limited number of third-party suppliers, and intense competition from larger, more resourced competitors[19](index=19&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk)[120](index=120&type=chunk) - External and regulatory risks include the **highly cyclical** nature of the semiconductor industry, potential financial crises, changes in trade policies (e.g., tariffs), and specific risks associated with U.S. Government contracts and compliance requirements[19](index=19&type=chunk)[20](index=20&type=chunk)[119](index=119&type=chunk)[127](index=127&type=chunk)[129](index=129&type=chunk)[149](index=149&type=chunk)[153](index=153&type=chunk) - Risks related to public company operations include increased costs and expenses, challenges in maintaining effective internal control over financial reporting, and volatility in common stock price[20](index=20&type=chunk)[23](index=23&type=chunk)[142](index=142&type=chunk)[146](index=146&type=chunk)[179](index=179&type=chunk) [Explanatory Note](index=5&type=section&id=EXPLANATORY%20NOTE) [Corporate Conversion Details](index=5&type=section&id=Corporate%20Conversion%20Details) This section explains the corporate conversion of CMI Acquisition, LLC into SkyWater Technology, Inc. on April 14, 2021, detailing conversion ratios for preferred and common units into common stock - On April 14, 2021, CMI Acquisition, LLC converted into SkyWater Technology, Inc., a Delaware corporation[22](index=22&type=chunk) - **18,000,000 Class B preferred units** converted into **27,995,400 shares of common stock** (approx. **1:1.56 ratio**)[22](index=22&type=chunk) - **2,105,936 common units** converted into **3,060,343 shares of common stock** (approx. **1:1.45 ratio**)[22](index=22&type=chunk) [PART I](index=6&type=section&id=PART%20I) [ITEM 1. Business](index=6&type=section&id=ITEM%201.%20Business) SkyWater is a U.S. independent technology foundry providing advanced semiconductor development and manufacturing services through a 'technology as a service' model for high-growth markets - SkyWater is a U.S. investor-owned, independent, pure-play technology foundry providing advanced semiconductor development and manufacturing services[25](index=25&type=chunk) - The company operates under a 'technology as a service' model, offering Advanced Technology Services for IP co-development and Wafer Services for volume production[25](index=25&type=chunk)[38](index=38&type=chunk) - Key competitive advantages include **DMEA Category 1A Trusted Foundry accreditation**, enhanced IP security, and a U.S. domestic supply chain, positioning it well for aerospace and defense markets[26](index=26&type=chunk)[46](index=46&type=chunk) - Growth strategy involves diversifying the customer base, expanding into new end markets (e.g., rad-hard, advanced packaging), leveraging U.S. government investments, and co-developing next-generation technologies[48](index=48&type=chunk) Customer Revenue Concentration (Fiscal Years 2022 & 2021) | Customer | FY2022 Revenue % | FY2021 Revenue % | | :--------- | :--------------- | :--------------- | | Cypress | 25% | 29% | | Other 1 | 24% | 16% | | Other 2 | <10% | 14% | [Overview](index=6&type=section&id=Overview) [Our Industry](index=6&type=section&id=Our%20Industry) [Our Business Model](index=7&type=section&id=Our%20Business) [Advanced Technology Services](index=8&type=section&id=Advanced%20Technology%20Services) [Wafer Services](index=8&type=section&id=Wafer%20Services) [Our Competitive Strengths](index=9&type=section&id=Our%20Competitive%20Strengths) [Our Growth Strategy](index=10&type=section&id=Our%20Growth%20Strategy) [Our Customers](index=11&type=section&id=Our%20Customers) [Our Platform Technologies](index=11&type=section&id=Our%20Platform%20Technologies) [Manufacturing](index=13&type=section&id=Manufacturing) [Our Competition](index=14&type=section&id=Our%20Competition) [Sales and Marketing](index=14&type=section&id=Sales%20and%20Marketing) [Intellectual Property and Research and Development](index=15&type=section&id=Intellectual%20Property%20and%20Research%20and%20Development) [Environmental, Safety and Quality Matters](index=15&type=section&id=Environmental,%20Safety%20and%20Quality%20Matters) [Human Capital Resources](index=16&type=section&id=Human%20Capital%20Resources) [Emerging Growth Company Status](index=16&type=section&id=Emerging%20Growth%20Company%20Status) [Available Information](index=16&type=section&id=Available%20information) [ITEM 1A. Risk Factors](index=16&type=section&id=ITEM%201A.%20RISK%20FACTORS) SkyWater faces significant risks from operational vulnerabilities, market challenges, supply chain disruptions, and stock volatility - The company's **sole semiconductor foundry** in Minnesota is a critical asset; damage or inoperability would severely impact business[97](index=97&type=chunk) - Dependence on two major customers (Cypress and one other) for a significant portion of sales (**25%** and **24%** respectively in FY2022) poses a risk if these relationships are lost or volumes decrease[110](index=110&type=chunk) - The semiconductor industry is **highly cyclical**, characterized by rapid technological change, price erosion, and fluctuating supply and demand, which can lead to unpredictable operating results[119](index=119&type=chunk)[141](index=141&type=chunk) - Supply chain disruptions for raw materials (substrates, chemicals, spare parts) and increased labor costs due to a tight market have negatively impacted operations and profitability[114](index=114&type=chunk)[236](index=236&type=chunk) - The company has identified **material weaknesses** in internal control over financial reporting due to limited accounting and finance resources, impacting documentation and execution of controls[148](index=148&type=chunk)[515](index=515&type=chunk) - Significant risks are associated with U.S. Government contracts, including funding appropriations, fixed-price contract cost overruns, audits, and compliance with regulations like ITAR and EAR[149](index=149&type=chunk)[150](index=150&type=chunk)[153](index=153&type=chunk) - The company relies on trade secrets and non-patent IP rights, and currently owns **no patents**, which could put it at a competitive disadvantage and increase litigation risk[159](index=159&type=chunk)[160](index=160&type=chunk) [Risks Relating to Our Business and Our Industry](index=16&type=section&id=Risks%20Relating%20to%20Our%20Business%20and%20Our%20Industry) [Risks Relating to Government Regulation](index=25&type=section&id=Risks%20Relating%20to%20Government%20Regulation) [Risks Relating to Intellectual Property](index=27&type=section&id=Risks%20Relating%20to%20Intellectual%20Property) [Risks Relating to Ownership of our Common Stock](index=29&type=section&id=Risks%20Relating%20to%20Ownership%20of%20our%20Common%20Stock) [ITEM 1B. Unresolved Staff Comments](index=32&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reported no unresolved staff comments from the SEC - There are no unresolved staff comments[201](index=201&type=chunk) [ITEM 2. Properties](index=32&type=section&id=ITEM%202.%20PROPERTIES) SkyWater's primary operations are conducted at its leased headquarters and fabrication facility in Bloomington, Minnesota, with expanded operations at the Center for NeoVation in Kissimmee, Florida - Corporate headquarters and fabrication facility are located in Bloomington, Minnesota, occupying approximately **356,000 square feet**, leased from Oxbow Realty, LLC[203](index=203&type=chunk) - Expanded operations in January 2021 with the Center for NeoVation in Kissimmee, Florida, a 200 mm advanced packaging facility (**109,000 sq ft**, **36,000 sq ft cleanroom space**), through a public-private partnership with Osceola County[26](index=26&type=chunk)[204](index=204&type=chunk) [ITEM 3. Legal Proceedings](index=33&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is occasionally involved in ordinary course legal proceedings, which management believes will not materially adversely affect its financial position or operations - The company is involved in legal proceedings and claims in the ordinary course of business[206](index=206&type=chunk) - Management believes current legal matters will not materially adversely affect business, operating results, financial condition, or cash flows[206](index=206&type=chunk) - Litigation can negatively impact the company due to defense/settlement costs and diversion of management resources[206](index=206&type=chunk) [ITEM 4. Mine Safety Disclosures](index=33&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the registrant[207](index=207&type=chunk) [Information About Our Executive Officers](index=33&type=section&id=INFORMATION%20ABOUT%20OUR%20EXECUTIVE%20OFFICERS) This section provides biographical information for SkyWater Technology, Inc.'s executive officers as of March 9, 2022, including Thomas Sonderman (President, CEO) and Steve Manko (CFO) Executive Officers as of March 9, 2022 | Name | Age | Position | | :-------------- | :-- | :------------------------------------- | | Thomas Sonderman | 58 | President, Chief Executive Officer and Director | | Steve Manko | 41 | Chief Financial Officer | - Thomas Sonderman has been President and CEO since December 2020, and President of SkyWater Technology Foundry since October 2017, with prior roles at Rudolph Technologies and Globalfoundries[211](index=211&type=chunk) - Steve Manko has been CFO since December 2020, previously serving as a Managing Director at Riveron Consulting and Ernst & Young[212](index=212&type=chunk) [PART II](index=34&type=section&id=PART%20II) [ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=34&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY,%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) SkyWater's common stock began trading on Nasdaq in April 2021, with approximately **three holders of record** as of March 2022, and IPO proceeds were used for debt reduction and capital expenditures - SkyWater's common stock began trading on the Nasdaq Stock Market under the symbol 'SKYT' on April 21, 2021[215](index=215&type=chunk) - As of March 7, 2022, there were approximately **three holders of record** of the company's common stock[216](index=216&type=chunk) - The company has never declared or paid cash dividends and does not expect to in the foreseeable future, intending to retain earnings for business operations and expansion[217](index=217&type=chunk) - Net proceeds from the IPO (approx. **$100.2 million**) were used to pay down the revolving credit agreement (**$45 million**), fund capital expenditures (**$28 million**), and support operating activities (**$27 million**)[221](index=221&type=chunk) [ITEM 6. [Reserved]](index=34&type=section&id=ITEM%206.%20%5BRESERVED%5D) This item is reserved and contains no information [ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section analyzes SkyWater's financial condition and results, covering revenue growth, gross profit decline, and IPO-driven liquidity - The company completed its IPO on April 23, 2021, issuing **8,004,000 shares** of common stock and receiving net proceeds of approximately **$100.2 million**[228](index=228&type=chunk)[229](index=229&type=chunk) - Revenue increased by **$22.4 million (16%)** to **$162.8 million** in fiscal 2021, driven by Advanced Technology Services, particularly in aerospace and defense[243](index=243&type=chunk) - Gross profit decreased by **$30.2 million (133%)** to **$(7.5) million** in fiscal 2021, primarily due to a **$13.4 million inventory write-down**, increased labor costs, and investments in rad-hard and advanced packaging capabilities[246](index=246&type=chunk)[247](index=247&type=chunk) - Net loss attributable to SkyWater Technology, Inc. increased to **$(50.7) million** in fiscal 2021 from **$(20.6) million** in fiscal 2020[330](index=330&type=chunk) - Adjusted EBITDA decreased by **$17.0 million (118%)** to **$(2.6) million** in fiscal 2021, reflecting decreased gross profit and increased operating costs[257](index=257&type=chunk) - The company approved **$56 million** in strategic capital investments in July 2021 to expand manufacturing capacity (expected **40% increase**) and technology capabilities, including entry into the gallium nitride (GaN) market[262](index=262&type=chunk) - **Material weaknesses** in internal controls were identified due to limited accounting and finance resources, impacting documentation and execution of controls[515](index=515&type=chunk) [Corporate Conversion and Initial Public Offering](index=35&type=section&id=Corporate%20Conversion%20and%20Initial%20Public%20Offering) [Overview](index=35&type=section&id=Overview) [Factors and Trends Affecting our Business and Results of Operations](index=35&type=section&id=Factors%20and%20Trends%20Affecting%20our%20Business%20and%20Results%20of%20Operations) [Financial Performance Metrics](index=36&type=section&id=Financial%20Performance%20Metrics) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) [Fiscal 2021 Compared to Fiscal 2020](index=37&type=section&id=Fiscal%202021%20Compared%20to%20Fiscal%202020) [Revenue](index=37&type=section&id=Revenue) [Gross Profit (Loss)](index=38&type=section&id=Gross%20profit%20(loss)) [Inventory Write-down](index=38&type=section&id=Inventory%20Write-down) [Research and Development](index=38&type=section&id=Research%20and%20development) [Selling, General and Administrative Expenses](index=38&type=section&id=Selling,%20general%20and%20administrative%20expenses) [Change in Fair Value of Contingent Consideration](index=38&type=section&id=Change%20in%20fair%20value%20of%20contingent%20consideration) [Change in Fair Value of Warrant Liability](index=39&type=section&id=Change%20in%20fair%20value%20of%20warrant%20liability) [Loss on Debt Extinguishment](index=39&type=section&id=Loss%20on%20debt%20extinguishment) [Interest Expense](index=39&type=section&id=Interest%20expense) [Income Tax Expense (Benefit)](index=39&type=section&id=Income%20tax%20expense%20(benefit)) [Net Income Attributable to Non-Controlling Interests](index=39&type=section&id=Net%20income%20attributable%20to%20non-controlling%20interests) [Adjusted EBITDA](index=39&type=section&id=Adjusted%20EBITDA) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) [General](index=39&type=section&id=General) [Initial Public Offering](index=40&type=section&id=Initial%20Public%20Offering) [Capital Expenditures](index=40&type=section&id=Capital%20Expenditures) [Contingent Consideration](index=40&type=section&id=Contingent%20Consideration) [Working Capital](index=40&type=section&id=Working%20Capital) [Cash and Cash Equivalents](index=41&type=section&id=Cash%20and%20Cash%20Equivalents) [Operating Activities](index=41&type=section&id=Operating%20Activities) [Investing Activities](index=41&type=section&id=Investing%20Activities) [Financing Activities](index=41&type=section&id=Financing%20Activities) [Indebtedness](index=41&type=section&id=Indebtedness) [Material Cash Requirements](index=42&type=section&id=Material%20Cash%20Requirements) [Recent Accounting Developments](index=42&type=section&id=Recent%20Accounting%20Developments) [JOBS Act](index=42&type=section&id=JOBS%20Act) [Critical Accounting Policies and Estimates](index=42&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) [Revenue Recognition](index=43&type=section&id=Revenue%20Recognition) [Inventory](index=43&type=section&id=Inventory) [Income Taxes](index=44&type=section&id=Income%20Taxes) [Long-lived Assets](index=44&type=section&id=Long-lived%20Assets) [Non-GAAP Financial Measure](index=45&type=section&id=Non-GAAP%20Financial%20Measure) [Adjusted EBITDA](index=45&type=section&id=Adjusted%20EBITDA) [ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section outlines the company's exposure to market risks, primarily credit and interest rate risks, and how they are managed - The company's market risks primarily relate to potential changes in the fair value of its debt due to fluctuations in market interest rates[312](index=312&type=chunk) - Credit risk is managed by monitoring financial institutions for cash balances and performing ongoing credit evaluations for trade receivables, with **no allowance for doubtful accounts** recorded as of January 2, 2022, or January 3, 2021[313](index=313&type=chunk)[315](index=315&type=chunk)[368](index=368&type=chunk) - Interest rate risk stems from the variable-rate Revolver; a **100 basis point increase** in the interest rate would increase annual interest expense by **$0.3 million** based on the outstanding balance as of January 2, 2022[316](index=316&type=chunk) [ITEM 8. Financial Statements and Supplementary Data](index=48&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents SkyWater's audited consolidated financial statements for fiscal years 2022 and 2021, including balance sheets, statements of operations, cash flows, and detailed notes - The financial statements were audited by Deloitte & Touche LLP, who issued an **unqualified opinion**, stating the financial statements present fairly the financial position and results of operations in conformity with U.S. GAAP[320](index=320&type=chunk) Consolidated Balance Sheet Highlights (in thousands) | Metric | January 2, 2022 | January 3, 2021 | | :---------------------- | :-------------- | :-------------- | | Total Assets | $263,598 | $263,209 | | Total Liabilities | $203,671 | $264,793 | | Total Shareholders' Equity (Deficit) | $59,927 | $(1,584) | Consolidated Statements of Operations Highlights (in thousands) | Metric | Year Ended Jan 2, 2022 | Year Ended Jan 3, 2021 | | :---------------------- | :--------------------- | :--------------------- | | Revenue | $162,848 | $140,438 | | Gross profit (loss) | $(7,472) | $22,692 | | Operating loss | $(57,104) | $(8,642) | | Net loss | $(47,403) | $(19,714) | | Net loss attributable to SkyWater Technology, Inc. | $(50,696) | $(20,617) | Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | Year Ended Jan 2, 2022 | Year Ended Jan 3, 2021 | | :-------------------------------------- | :--------------------- | :--------------------- | | Net cash (used in) provided by operating activities | $(55,680) | $96,195 | | Net cash used in investing activities | $(29,823) | $(88,177) | | Net cash provided by (used in) financing activities | $90,984 | $(5,187) | [Report of Independent Registered Public Accounting Firm](index=49&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) [Consolidated Balance Sheets](index=50&type=section&id=Consolidated%20Balance%20Sheets) [Consolidated Statements of Operations](index=51&type=section&id=Consolidated%20Statements%20of%20Operations) [Consolidated Statements of Shareholders' Equity (Deficit)](index=52&type=section&id=Consolidated%20Statements%20of%20Shareholders'%20Equity%20(Deficit)) [Consolidated Statements of Cash Flows](index=54&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) [Notes to Consolidated Financial Statements](index=56&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [Note 1 Nature of Business](index=56&type=section&id=Note%201%20Nature%20of%20Business) [Note 2 Basis of Presentation and Principles of Consolidation](index=56&type=section&id=Note%202%20Basis%20of%20Presentation%20and%20Principles%20of%20Consolidation) [Note 3 Summary of Significant Accounting Policies](index=59&type=section&id=Note%203%20Summary%20of%20Significant%20Accounting%20Policies) [Note 4 Revenue](index=62&type=section&id=Note%204%20Revenue) [Note 5 Balance Sheet Information](index=65&type=section&id=Note%205%20Balance%20Sheet%20Information) [Note 6 Debt](index=67&type=section&id=Note%206%20Debt) [Note 7 Income Taxes](index=69&type=section&id=Note%207%20Income%20Taxes) [Note 8 Warrant Liability](index=71&type=section&id=Note%208%20Warrant%20Liability) [Note 9 Shareholders' Equity](index=72&type=section&id=Note%209%20Shareholders'%20Equity) [Note 10 Share-Based Compensation](index=72&type=section&id=Note%2010%20Share-Based%20Compensation) [Note 11 Benefit Plans](index=74&type=section&id=Note%2011%20Benefit%20Plans) [Note 12 Fair Value Measurements](index=75&type=section&id=Note%2012%20Fair%20Value%20Measurements) [Note 13 Commitments and Contingencies](index=76&type=section&id=Note%2013%20Commitments%20and%20Contingencies) [Note 14 Major Customers and Concentration Risk](index=77&type=section&id=Note%2014%20Major%20Customers%20and%20Concentration%20Risk) [Note 15 Related Party Transactions](index=77&type=section&id=Note%2015%20Related%20Party%20Transactions) [Note 16 Inventory Write-down](index=77&type=section&id=Note%2016%20Inventory%20Write-down) [Note 17 Variable Interest Entities](index=78&type=section&id=Note%2017%20Variable%20Interest%20Entities) [Note 18 Condensed Financial Information (Parent Company Only)](index=78&type=section&id=Note%2018%20Condensed%20Financial%20Information%20(Parent%20Company%20Only)) [ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=81&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) The company reported no changes in or disagreements with its accountants on accounting and financial disclosure matters - There were no changes in or disagreements with accountants on accounting and financial disclosure[511](index=511&type=chunk) [ITEM 9A. Controls and Procedures](index=81&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) SkyWater's disclosure controls were **not effective** as of January 2, 2022, due to **material weaknesses** in internal control over financial reporting, though financial statements are fairly presented, and a remediation plan is underway - Disclosure controls and procedures were deemed **not effective** as of January 2, 2022, due to **material weaknesses** in internal control over financial reporting[514](index=514&type=chunk) - **Material weaknesses** are attributed to limited accounting and finance resources, leading to inappropriate preparation, review, and maintenance of critical documentation and inconsistent execution of internal controls[515](index=515&type=chunk) - Despite the **material weaknesses**, management concluded that the consolidated financial statements **fairly present** the financial position, results of operations, and cash flows[514](index=514&type=chunk) - A remediation plan is in progress, involving hiring additional qualified accounting and finance personnel and developing a 2022 Sarbanes Oxley 404 Remediation Plan for policies, procedures, and controls[516](index=516&type=chunk) [ITEM 9B. Other Information](index=82&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) The company reported no other information required to be disclosed in this item - There is no other information to report[520](index=520&type=chunk) [ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=82&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to the company - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable to the registrant[521](index=521&type=chunk) [PART III](index=83&type=section&id=PART%20III) [ITEM 10. Directors, Executive Officers and Corporate Governance](index=83&type=section&id=ITEM%2010.%20DIRECTORS,%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) This section incorporates by reference information on directors, executive officers, and corporate governance from the definitive proxy statement, including the company's adopted codes of ethics and conduct - Information on directors, executive officers, and corporate governance is incorporated by reference from the definitive proxy statement[524](index=524&type=chunk) - The company has adopted a code of ethics for its chief executive officer and senior financial officers, and a code of conduct for all employees, officers, and directors, both available on its website[525](index=525&type=chunk) [ITEM 11. Executive Compensation](index=83&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) This section incorporates by reference information regarding executive compensation from the company's definitive proxy statement - Information on executive compensation is incorporated by reference from the definitive proxy statement[526](index=526&type=chunk) [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=83&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) This section incorporates by reference information on security ownership from the definitive proxy statement and details shares authorized for issuance under equity compensation plans as of January 2, 2022 - Information on security ownership of certain beneficial owners and management is incorporated by reference from the definitive proxy statement[527](index=527&type=chunk) Equity Compensation Plan Information as of January 2, 2022 | Plan Category | Number of shares to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | :----------------------------------------------- | :-------------------------------------------------------------------- | :------------------------------------------------------------------------ | :------------------------------------------------------------------------------------------------------------------------------------ | | Equity compensation plans approved by our shareholders | 986,000 | $14.29 | 4,164,000 | | Equity compensation plans not approved by our shareholders | N/A | N/A | N/A |\ | Total | 986,000 | $14.29 | 4,164,000 | [ITEM 13. Certain Relationships and Related Transactions, and Director Independence](index=83&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS,%20AND%20DIRECTOR%20INDEPENDENCE) This section incorporates by reference information regarding certain relationships and related transactions, and director independence, from the company's definitive proxy statement - Information on certain relationships and related transactions, and director independence, is incorporated by reference from the definitive proxy statement[530](index=530&type=chunk) [ITEM 14. Principal Accounting Fees and Services](index=84&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) This section incorporates by reference information regarding principal accounting fees and services from the company's definitive proxy statement - Information on principal accounting fees and services is incorporated by reference from the definitive proxy statement[533](index=533&type=chunk) [PART IV](index=85&type=section&id=PART%20IV) [ITEM 15. Exhibits and Financial Statement Schedules](index=85&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists all financial statements, schedules, and exhibits filed as part of the Annual Report on Form 10-K, confirming their inclusion or omission and providing a comprehensive exhibit list - All financial statements and supplemental information are included in Part II, Item 8 of this Annual Report on Form 10-K[536](index=536&type=chunk) - All financial statement schedules are omitted as they are not required[537](index=537&type=chunk) - A detailed list of exhibits, including the Certificate of Incorporation, Bylaws, Equity Incentive Plans, Credit Agreements, and various certifications, is provided[538](index=538&type=chunk)[539](index=539&type=chunk)[540](index=540&type=chunk)[543](index=543&type=chunk) [ITEM 16. Form 10-K Summary](index=87&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) The company reported no Form 10-K summary - There is no Form 10-K Summary[542](index=542&type=chunk)

SkyWater Technology, Inc. (NASDAQ:SKYT) Q4 2021 Earnings Conference Call February 23, 2022 10:00 AM ET Company Participants Heather Davis - IR Thomas Sonderman - President and CEO Steve Manko - CFO Conference Call Participants Krish Sankar - Cowen & Company Raji Gill - Needham & Company Natalia Winkler - Jefferies Harsh Kumar - Piper Sandler Operator Good morning. My name is David and I'll be your conference operator today. At this time, I'd like to welcome everyone to the SkyWater Technology Fourth Quarter ...

Financial Performance - For the three months ended October 3, 2021, revenue was $35,025,000, an increase of 6.1% compared to $33,003,000 for the same period in 2020[20] - Gross profit for the three months ended October 3, 2021, was a loss of $1,827,000, compared to a gross profit of $7,278,000 for the same period in 2020[20] - The net loss attributable to SkyWater Technology, Inc. for the three months ended October 3, 2021, was $13,870,000, compared to a net loss of $1,654,000 for the same period in 2020[20] - For the nine months ended October 3, 2021, the net loss was $21,238 thousand, compared to a net loss of $8,319 thousand for the same period in 2020, representing an increase in loss of 155%[30] - Revenue for the first nine months of 2021 rose by $23.6 million, or 23%, to $124.3 million from $100.7 million in the same period of 2020, primarily due to growth in Advanced Technology Services[165] - Net loss attributable to SkyWater Technology, Inc. for Q3 2021 was $(13.9) million, a decrease of $12.2 million, or 739%, from $(1.7) million in Q3 2020[165] Expenses and Losses - Research and development expenses increased to $2,253,000 for the three months ended October 3, 2021, from $1,088,000 in the same period in 2020, representing a 107.5% increase[20] - Selling, general and administrative expenses for Q3 2021 rose by $3.9 million, or 67%, to $9.6 million, driven by increased equity-based compensation and personnel expenses[171] - Operating loss for Q3 2021 was $(12.0) million, compared to an operating income of $0.6 million in Q3 2020, marking a decline of $12.7 million[169] - Adjusted EBITDA for Q3 2021 was $(2.7) million, a decline of $8.0 million, or 151%, from $5.3 million in Q3 2020[165] Assets and Liabilities - Total current assets as of October 3, 2021, were $78,325,000, compared to $76,572,000 as of January 3, 2021, reflecting a 2.3% increase[18] - Total assets increased to $271,685,000 as of October 3, 2021, from $263,209,000 as of January 3, 2021, marking a 3.3% increase[18] - Total liabilities decreased to $186,628,000 as of October 3, 2021, from $264,793,000 as of January 3, 2021, indicating a reduction of 29.6%[18] - Total long-term debt, including current maturities, was $35,601,000, down from $72,600,000 as of January 3, 2021[6] Cash Flow - Cash flows from operating activities resulted in a net cash used of $37,241 thousand for the nine months ended October 3, 2021, compared to net cash provided of $91,669 thousand in the same period of 2020[30] - Cash and cash equivalents increased to $8,458,000 as of October 3, 2021, from $7,436,000 as of January 3, 2021, representing a 13.8% increase[18] - Net cash used in operating activities was $37.2 million for the first nine months of 2021, a decrease of $128.9 million from $91.7 million provided in the same period of 2020[194] Capital Investments - Strategic capital investments of $56 million were approved by the Board of Directors for expanding manufacturing capacity and technology capabilities at the Minnesota facility[40] - The company invested approximately $10,700 thousand during the three months ended October 3, 2021, as part of its multi-year strategic capital investment plan[40] IPO and Financing - The company completed its initial public offering (IPO) on April 23, 2021, issuing 8,004,000 shares at an initial offering price of $14.00 per share, resulting in net proceeds of approximately $100,162 thousand[38] - The company received net proceeds of approximately $100.2 million from its IPO, enhancing its financial position[146] Accounting and Compliance - The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and reflect all necessary adjustments for a fair statement of financial position[45] - The company plans to adopt new accounting standards related to leases and credit losses in 2022 and 2023, respectively, without expecting a material impact on financial statements[62][63] - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements applicable to other public companies[210] Market and Operational Challenges - The company has experienced supply chain disruptions impacting revenue, particularly for substrates and chemicals[156] - The company has not experienced a shutdown of manufacturing facilities due to COVID-19, but acknowledges potential vulnerabilities to future outbreaks[47]

Financial Data and Key Metrics Changes - Total revenue for Q3 2021 was $35 million, a 6% increase compared to Q3 2020. Advanced Technology Services (ATS) revenue declined by 8% to $22.4 million, while Wafer Services revenue increased by 44% to $12.7 million [48][49]. - Cost of revenue increased by 43% year-over-year to $36.9 million, resulting in a gross loss of $1.8 million and a gross margin of negative 5.2%, down from 22.1% in the prior year [52][53]. - Adjusted EBITDA was a loss of $2.7 million, down from a positive $5.3 million in the previous year [58]. Business Line Data and Key Metrics Changes - Wafer output increased nearly 60% compared to the prior year, contributing to the 44% increase in Wafer Services revenue [51][45]. - ATS revenue was impacted by a significant multiyear program that is now expected to be completed in early 2022, which previously contributed $4.3 million in Q3 2020 [49][50]. Market Data and Key Metrics Changes - The company is experiencing supply chain challenges that have affected both its operations and those of its customers, leading to delays in revenue recognition [13][42]. - The company has entered into multiple long-term agreements to secure supply for the future, addressing ongoing supply chain constraints [42]. Company Strategy and Development Direction - The company emphasizes its role in enabling disruptive technologies and aims to support the U.S. semiconductor sovereignty initiative [10][11]. - SkyWater's business model combines traditional volume manufacturing with advanced technology services, allowing for a unique engagement model with customers [18][20]. - The company is focused on long-term growth areas, including biomedical applications, advanced packaging, and power management technologies [29][33][35]. Management's Comments on Operating Environment and Future Outlook - Management acknowledges ongoing challenges with supply chain and labor constraints but remains optimistic about long-term revenue growth opportunities [39][40]. - The company expects to continue facing near-term headwinds but believes in the potential for significant long-term shareholder value [39][62]. Other Important Information - The company ended the quarter with $8.4 million in cash and cash equivalents and paid down $30.3 million on its revolver, leaving total debt at $35.6 million [59][110]. - Significant investments in capital expenditures were made, totaling $17 million in Q3 2021, aimed at increasing capacity and efficiency [58][110]. Q&A Session Summary Question: Can you break down the additions to your fixed cost structure in COGS? - The increase in cost structure is attributed to volume, labor, and long-term investments, including $2 million in depreciation and $4.9 million related to rad-hard technology and advanced packaging [67][69][73]. Question: What is the visibility on the $15 million of revenue pushed into 2022? - The $15 million includes $3.5 million from government delays and the rest from supply chain constraints affecting wafer services and ATS programs [76][78][116]. Question: Is the long-term gross margin target of 40% still realistic? - Management maintains that the long-term target of 40% gross margin is achievable, despite current headwinds from investments in rad-hard and advanced packaging [83][84]. Question: How much of the 25% long-term revenue growth target is dependent on ATS and wafer services? - Currently, the business is two-thirds ATS and one-third wafer services, with ATS expected to drive future wafer services growth [90][92]. Question: What are the implications of the CHIPS Act for the company? - The CHIPS Act is expected to provide funding for new manufacturing capacity, which will complement state investments and industry contributions, enhancing the company's growth potential [98][99].

SkyWater Technology, Inc. (NASDAQ:SKYT) Q2 2021 Earnings Conference Call August 4, 2021 10:00 AM ET Company Participants Heather Davis - Investor Relations Thomas Sonderman - President and Chief Executive Officer Steve Manko - Chief Financial Officer Conference Call Participants Raji Gill - Needham & Company Mark Lipacis - Jefferies Harsh Kumar - Piper Sandler Krish Sankar - Cowen & Company Operator Good day. Thank you for standing by and welcome to SkyWater Technology's Second Quarter Fiscal Year 2021 Earn ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM 10-Q ______________________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 4, 2021 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number: 001-40345 ______________________ SkyWater Technology, Inc. (Exac ...

[Forward-Looking Statements](index=4&type=section&id=Forward%2DLooking%20Statements) This section outlines the nature and inherent risks of forward-looking statements in the report, advising against undue reliance [Forward-Looking Statements Content](index=4&type=section&id=Forward%2DLooking%20Statements%20Content) This section highlights that the Quarterly Report on Form 10-Q contains forward-looking statements, which are subject to various risks, uncertainties, and assumptions. It advises against undue reliance on these statements as they represent views only as of the report date and the company undertakes no obligation to update them, except as required by law - The report contains forward-looking statements, which are not guarantees of future performance and are subject to risks, uncertainties, and assumptions[8](index=8&type=chunk)[9](index=9&type=chunk) - Key factors that may affect results include: ability to operate foundry at full capacity, response to changing technologies, customer relationships, ability to predict revenues, dependence on largest customers, supplier performance, cost control, market size and demand, personnel retention, litigation, trade policies, capital raising, demand forecasting, COVID-19 impact, government contracting compliance, regulatory developments, and intellectual property rights[9](index=9&type=chunk)[10](index=10&type=chunk) [Explanatory Note](index=5&type=section&id=Explanatory%20Note) This section provides important contextual information and explanations regarding the report's content [Corporate Conversion](index=5&type=section&id=Corporate%20Conversion) This section explains the corporate conversion of CMI Acquisition, LLC into SkyWater Technology, Inc. on April 14, 2021. It details how Class B preferred units and Common Units were converted into common stock of the new corporation using specific conversion ratios - On **April 14, 2021**, CMI Acquisition, LLC converted into SkyWater Technology, Inc., a Delaware corporation[12](index=12&type=chunk) - **18,000,000** Class B preferred units converted into **27,995,400** shares of common stock (approx. **1**-to-**1.56** ratio)[12](index=12&type=chunk) - **2,105,936** Common Units converted into **3,060,343** shares of common stock (approx. **1**-to-**1.45** ratio)[12](index=12&type=chunk) [PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis [Item 1. Condensed Financial Statements (unaudited)](index=6&type=section&id=Item%201.%20Condensed%20Financial%20Statements%20%28unaudited%29) This section presents the unaudited condensed consolidated financial statements for SkyWater Technology, Inc. (formerly CMI Acquisition, LLC), including balance sheets, statements of operations, statements of members' equity (deficit), and statements of cash flows, along with comprehensive notes for the periods ended April 4, 2021, and March 29, 2020 [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets (in thousands) | Item | April 4, 2021 | January 3, 2021 | | :----------------------------------- | :------------ | :-------------- | | **Assets** | | | | Cash and cash equivalents | $4,216 | $7,436 | | Total current assets | $70,185 | $76,572 | | Property and equipment, net | $173,174 | $178,078 | | Total assets | $252,311 | $263,209 | | **Liabilities and Members' Equity (Deficit)** | | | | Total current liabilities | $75,500 | $86,327 | | Total long-term liabilities | $181,424 | $178,466 | | Total liabilities | $256,924 | $264,793 | | Total members' deficit | $(4,613) | $(1,584) | | Total liabilities and members' deficit | $252,311 | $263,209 | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations (in thousands) | Item | Three Months Ended April 4, 2021 | Three Months Ended March 29, 2020 | | :------------------------------------------- | :------------------------------- | :------------------------------ | | Net sales | $48,101 | $36,904 | | Cost of sales | $38,935 | $30,480 | | Gross profit | $9,166 | $6,424 | | Research and development | $1,927 | $662 | | Selling, general and administrative expenses | $8,603 | $5,633 | | Operating loss | $(1,420) | $(712) | | Loss before income taxes | $(2,478) | $(2,315) | | Net loss | $(2,053) | $(1,372) | | Net loss attributable to CMI Acquisition, LLC | $(2,811) | $(1,372) | | Net loss per unit attributable to Common Unitholders, basic and diluted | $(1.04) | N/A | | Net loss per unit attributable to Class B Preferred Unitholders, basic and diluted | N/A | $(0.08) | [Condensed Consolidated Statements of Members' Equity (Deficit)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Members%27%20Equity%20%28Deficit%29) Condensed Consolidated Statements of Members' Equity (Deficit) (in thousands) | Item | December 29, 2019 | March 29, 2020 | January 3, 2021 | April 4, 2021 | | :----------------------------------- | :---------------- | :------------- | :-------------- | :------------ | | Total Members' Equity (Deficit) | $24,167 | $23,283 | $(1,584) | $(4,613) | | Net loss | $(1,372) | $(1,372) | $(2,811) | $(2,053) | | Unit-based compensation | $488 | $488 | $5 | $5 | | Distribution to VIE member | N/A | N/A | $(981) | $(981) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Three Months Ended April 4, 2021 | Three Months Ended March 29, 2020 | | :--------------------------------------- | :------------------------------- | :------------------------------ | | Net cash (used in) provided by operating activities | $(8,424) | $50,451 | | Net cash used in investing activities | $(5,397) | $(10,775) | | Net cash provided by (used in) financing activities | $10,601 | $(14,248) | | Net change in cash and cash equivalents | $(3,220) | $25,428 | | Cash and cash equivalents - end of period | $4,216 | $30,033 | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed disclosures and explanations for the condensed consolidated financial statements, covering business operations, accounting policies, revenue recognition, balance sheet components, debt, income taxes, equity, fair value measurements, commitments, customer concentration, related party transactions, and variable interest entities [Note 1 Nature of Business](index=10&type=section&id=Note%201%20Nature%20of%20Business) SkyWater Technology, Inc. operates as a U.S. investor-owned, independent technology foundry, offering advanced semiconductor development (Advanced Technology Services) and manufacturing (Wafer Services). The company completed a corporate conversion from CMI Acquisition, LLC and an Initial Public Offering (IPO) in April 2021, raising approximately $100.3 million in net proceeds for working capital, growth, and potential acquisitions - SkyWater is a U.S. investor-owned, independent, pure-play technology foundry offering Advanced Technology Services and Wafer Services[25](index=25&type=chunk) - The company converted from CMI Acquisition, LLC to SkyWater Technology, Inc. on **April 14, 2021**, and completed its IPO on **April 23, 2021**, issuing **8,004,000** shares at **$14.00** per share[27](index=27&type=chunk)[28](index=28&type=chunk) - Net proceeds from the IPO were approximately **$100,312 thousand**, intended for working capital, growth, capital expenditures, and potential acquisitions or strategic investments[28](index=28&type=chunk)[30](index=30&type=chunk) [Note 2 Basis of Presentation and Principles of Consolidation](index=10&type=section&id=Note%202%20Basis%20of%20Presentation%20and%20Principles%20of%20Consolidation) This note details the unaudited interim financial statements' preparation in accordance with U.S. GAAP, principles of consolidation including subsidiaries and Variable Interest Entities (VIEs), and the use of management estimates. It also addresses the adverse effects of the COVID-19 pandemic on business operations and the accounting for net loss per unit under the two-class method. Additionally, it describes the agreement to operate the Center for NeoVation (CfN) facility in Florida - The COVID-19 pandemic adversely affected the business, leading to modifications in employee travel/work locations and negative impacts on employee productivity. One customer reduced R&D expenditures, and another experienced facility shutdowns, delaying project milestones[37](index=37&type=chunk)[116](index=116&type=chunk) - Net loss per unit is calculated using the two-class method, allocating income/losses between Common Units and Class B Preferred Units, with Class B Preferred Units having an **8%** preferred return[38](index=38&type=chunk)[41](index=41&type=chunk)[43](index=43&type=chunk) - SkyWater Florida entered agreements to operate the Center for NeoVation (CfN) facility for at least **23** years with a nominal lease payment of **$1.00** per year, responsible for taxes, utilities, insurance, maintenance, and operation[44](index=44&type=chunk)[45](index=45&type=chunk) [Note 3 Summary of Significant Accounting Policies](index=13&type=section&id=Note%203%20Summary%20of%20Significant%20Accounting%20Policies) This section confirms that there were no material changes to the company's significant accounting policies and estimates during the three months ended April 4, 2021. It also outlines the company's intent to adopt new accounting standards for Leases (Topic 842) and Current Expected Credit Losses (Topic 326) in future fiscal years, leveraging its emerging growth company status for extended transition periods, with no material impact expected - No material changes to significant accounting policies and estimates during the three months ended **April 4, 2021**[48](index=48&type=chunk) - The company, as an emerging growth company, intends to adopt ASU **2016-02** (Leases) on **January 3, 2022**, and ASU **2016-13** (Credit Losses) on **January 2, 2023**, with no material impact expected on financial statements[50](index=50&type=chunk)[51](index=51&type=chunk) [Note 4 Revenue](index=13&type=section&id=Note%204%20Revenue) This note details revenue recognition, including engineering and test wafer services provided to BRIDG and access fees for cleanrooms. It disaggregates revenue by service type (Wafer Services, Advanced Technology Services) and timing of recognition (point-in-time, over time), and by country. It also provides information on deferred contract costs, contract assets, and contract liabilities, noting a decrease in contract liabilities due to performance obligation completion Disaggregated Revenue by Service Type (in thousands) | Service Type | Three Months Ended April 4, 2021 | Three Months Ended March 29, 2020 | | :---------------------------- | :------------------------------- | :------------------------------ | | Wafer Services | $10,019 | $13,318 | | Advanced Technology Services | $38,082 | $23,586 | | Total revenue | $48,101 | $36,904 | Revenue by Country (in thousands) | Country | Three Months Ended April 4, 2021 | Three Months Ended March 29, 2020 | | :-------------- | :------------------------------- | :------------------------------ | | United States | $43,621 | $31,470 | | Canada | $1,609 | $3,036 | | All others | $2,871 | $2,398 | | Total | $48,101 | $36,904 | Remaining Performance Obligations (in thousands) as of April 4, 2021 | Period | Amount | | :------------------ | :----- | | Within one year | $12,542 | | From one to two years | $13,921 | | From two to three years | $12,695 | | After three years | $47,607 | | Total | $86,765 | [Note 5 Balance Sheet Information](index=16&type=section&id=Note%205%20Balance%20Sheet%20Information) This note provides detailed breakdowns of specific balance sheet accounts, including accounts receivable (trade, unbilled revenue, notes), inventories (raw materials, work-in-process, supplies), prepaid expenses (equipment for customers, deferred contract/offering costs), property and equipment (land, buildings, machinery, fixed assets not yet in service), intangible assets (customer list, software/licenses), and accrued expenses (compensation, commissions, fixed asset expenditures, royalties) Accounts Receivable, Net (in thousands) | Item | April 4, 2021 | January 3, 2021 | | :-------------------------- | :------------ | :-------------- | | Trade accounts receivable | $16,372 | $21,357 | | Unbilled revenue (contract assets) | $9,874 | $8,147 | | Total accounts receivable, net | $26,730 | $29,995 | Inventories (in thousands) | Item | April 4, 2021 | January 3, 2021 | | :-------------------------- | :------------ | :-------------- | | Raw materials | $1,867 | $1,463 | | Work-in-process | $23,808 | $19,719 | | Supplies and spare parts | $5,555 | $5,987 | | Total inventories—current | $31,230 | $27,169 | Property and Equipment, Net (in thousands) | Item | April 4, 2021 | January 3, 2021 | | :-------------------------------- | :------------ | :-------------- | | Total property and equipment, at cost | $238,468 | $237,325 | | Less: Accumulated depreciation | $(65,294) | $(59,247) | | Total property and equipment, net | $173,174 | $178,078 | Intangible Assets, Net (in thousands) | Item | April 4, 2021 | January 3, 2021 | | :-------------------------- | :------------ | :-------------- | | Customer list | $1,500 | $1,500 | | Software and licenses | $5,627 | $5,408 | | Total intangible assets, net | $4,345 | $4,561 | [Note 6 Debt](index=18&type=section&id=Note%206%20Debt) This note details the company's debt structure, including the Revolver (**$45.3 million** outstanding at **3%** interest), a **$39 million** Financing (fixed **3.44%** interest), and a **$6.453 million** Paycheck Protection Program (PPP) loan. The company was granted a waiver for Revolver financial covenants and was in compliance as of April 4, 2021. Future principal payments are scheduled through 2030 Components of Debt Outstanding (in thousands) | Debt Type | April 4, 2021 | January 3, 2021 | | :---------------------------------------------------------------- | :------------ | :-------------- | | Revolver, net | $43,873 | $30,766 | | Financing (by VIE), net | $35,215 | $35,381 | | Paycheck Protection Program loan | $6,453 | $6,453 | | Total long-term debt | $85,541 | $72,600 | - The company was granted a waiver for financial covenants related to the Revolver on **March 19, 2021**, and was in full compliance as of **April 4, 2021**[70](index=70&type=chunk) Future Principal Payments of Debt (in thousands) | Year | Amount | | :---------------- | :----- | | Remainder of 2021 | $2,523 | | 2022 | $5,333 | | 2023 | $1,422 | | 2024 | $1,094 | | 2025 | $46,470 | | Thereafter | $33,534 | | Total | $90,376 | [Note 7 Income Taxes](index=19&type=section&id=Note%207%20Income%20Taxes) This note explains the effective tax rates for the three months ended April 4, 2021 (**17.2%**) and March 29, 2020 (**40.7%**). The Q1 2021 rate was lower than the statutory **21%** due to a partial reversal of a deferred tax asset valuation allowance, offset by state income taxes. The Q1 2020 rate was higher due to excess tax benefits from unit-based compensation, partially offset by a valuation allowance. A valuation allowance of **$1,401 thousand** was recorded as of April 4, 2021 - Effective tax rate for Q1 **2021** was **17.2%**, compared to **40.7%** for Q1 **2020**[73](index=73&type=chunk) - The Q1 **2021** tax benefit was lower than the statutory **21%** rate due to partial reversal of a deferred tax asset valuation allowance, offset by state income taxes[73](index=73&type=chunk) - A valuation allowance of **$1,401 thousand** was recorded as of **April 4, 2021**, to reduce net deferred tax assets[74](index=74&type=chunk) [Note 8 Members' Equity (Deficit)](index=19&type=section&id=Note%208%20Members%27%20Equity%20%28Deficit%29) This note details the company's equity structure prior to the April 14, 2021 corporate conversion, which involved Class A Preferred, Class B Preferred, and Common Units. Post-conversion, all units were converted into **31,055,743** shares of common stock. It also describes the granting of restricted common units and restricted unit units, and the adoption of new share-based compensation plans (**2021** Equity Incentive Plan and **2021** Employee Stock Purchase Plan) in connection with the IPO - Prior to corporate conversion, equity consisted of Class A Preferred Units (none outstanding), Class B Preferred Units (**18,000,000** outstanding), and Common Units (**2,105,936** outstanding at **April 4, 2021**)[76](index=76&type=chunk) - Upon corporate conversion on **April 14, 2021**, all units converted into an aggregate of **31,055,743** shares of common stock[78](index=78&type=chunk) - The company adopted the **2021** Equity Incentive Plan (**5,000,000** shares reserved) and the **2021** Employee Stock Purchase Plan (**700,000** shares reserved) in connection with its IPO[82](index=82&type=chunk)[84](index=84&type=chunk) [Note 9 Fair Value Measurements](index=21&type=section&id=Note%209%20Fair%20Value%20Measurements) This note defines the fair value hierarchy (Level 1, 2, 3) and details the valuation of the contingent consideration obligation using Level 3 unobservable inputs. The fair value of this liability was **$7,600 thousand** as of April 4, 2021, with expected future cash payments between **$7,600** and **$8,500 thousand**, discounted based on forecasted future revenues - Fair value hierarchy categorizes inputs into Level **1** (quoted prices in active markets), Level **2** (observable inputs other than Level **1**), and Level **3** (unobservable inputs)[89](index=89&type=chunk) - The contingent consideration obligation is valued using Level **3** inputs, specifically forecasted receipts of projected future revenues of Advanced Technology Services[86](index=86&type=chunk)[87](index=87&type=chunk) Contingent Consideration Fair Value (in thousands) | Item | Amount | | :------------------------ | :----- | | Balance at January 3, 2021 | $10,900 | | Payments | $(3,356) | | Change in fair value | $56 | | Balance at April 4, 2021 | $7,600 | [Note 10 Commitments and Contingencies](index=22&type=section&id=Note%2010%20Commitments%20and%20Contingencies) This note addresses the expiration of the Foundry Services Agreement (FSA) in June 2020, which previously required the company to provide semiconductor wafers to a major customer. It also states that the company is involved in ordinary-course legal proceedings, but does not anticipate a material adverse effect on its business, operating results, financial condition, or cash flows - The Foundry Services Agreement (FSA) with a main customer expired in **June 2020**[91](index=91&type=chunk) - The company is involved in ordinary-course legal proceedings but does not expect a material adverse effect on its business[92](index=92&type=chunk) [Note 11 Major Customers and Concentration Risk](index=22&type=section&id=Note%2011%20Major%20Customers%20and%20Concentration%20Risk) This note highlights the company's concentration risk, with a significant portion of sales and accounts receivable attributed to a few major customers. For the three months ended April 4, 2021, three customers accounted for **66%** of sales, and three customers accounted for **60%** of outstanding trade accounts receivable Major Customer Sales Concentration | Customer | Three Months Ended April 4, 2021 | Three Months Ended March 29, 2020 | | :--------- | :------------------------------- | :------------------------------ | | Customer A | 37% | — | | Customer B | 19% | 34% | | Customer C | 10% | 27% | | Total | 66% | 61% | - Three major customers accounted for **24%**, **19%**, and **17%** of outstanding trade accounts receivable as of **April 4, 2021**[93](index=93&type=chunk) - The loss of a major customer could adversely affect operating results and financial condition[93](index=93&type=chunk) [Note 12 Related Party Transactions](index=22&type=section&id=Note%2012%20Related%20Party%20Transactions) This note discloses related party transactions, including management and financial consulting services provided by Oxbow Industries, LLC (principal owner) for an annual fee not exceeding **$700 thousand**, and legal/professional services from board members. It also details a sale-leaseback transaction on **September 29, 2020**, where the company sold its Minnesota facility to Oxbow Realty (controlled by Oxbow) and leased it back for **20** years - Oxbow Industries, LLC, the principal owner, provides management and financial consulting services for an annual fee not exceeding **$700 thousand**; **$160 thousand** incurred in Q1 **2021** and Q1 **2020**[94](index=94&type=chunk) - The company sold its Minnesota facility to Oxbow Realty (controlled by Oxbow) for **$39 million** and leased it back for **20** years, with initial monthly payments of **$394 thousand**, increasing **2%** annually[97](index=97&type=chunk)[149](index=149&type=chunk) Future Minimum Lease Commitments to Oxbow Realty (in thousands) as of April 4, 2021 | Period | Amount | | :---------------- | :------- | | Remainder of 2021 | $3,560 | | 2022 | $4,836 | | 2023 | $4,932 | | 2024 | $5,031 | | 2025 | $5,132 | | Thereafter | $89,350 | | Total lease payments | $112,841 | [Note 13 Variable Interest Entities](index=23&type=section&id=Note%2013%20Variable%20Interest%20Entities) This note explains the consolidation of Oxbow Realty as a Variable Interest Entity (VIE) because it lacks sufficient equity and SkyWater is its primary beneficiary, directing its operations. The assets, liabilities, revenues, and expenses of Oxbow Realty are consolidated, with a non-controlling interest recorded for the portion not owned by SkyWater's members - Oxbow Realty is consolidated as a Variable Interest Entity (VIE) because it lacks sufficient equity and SkyWater is its primary beneficiary[98](index=98&type=chunk) Consolidated Assets and Liabilities of Oxbow Realty (in thousands) | Item | April 4, 2021 | January 3, 2021 | | :-------------------- | :------------ | :-------------- | | Total assets | $37,455 | $37,889 | | Total liabilities | $39,247 | $39,457 | Consolidated Revenue and Expenses of Oxbow Realty (in thousands) for Three Months Ended April 4, 2021 | Item | Amount | | :-------------------------- | :----- | | Revenue | $1,345 | | General and administrative expenses | $252 | | Interest expense | $335 | | Total expenses | $587 | | Net income | $758 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on SkyWater's financial performance and condition, comparing the first quarter of **2021** to **2020**. It covers the corporate conversion and IPO, business overview, factors affecting results, detailed operational results, liquidity, capital resources, and accounting policies, including a reconciliation of Adjusted EBITDA [Corporate Conversion and Initial Public Offering](index=25&type=section&id=Corporate%20Conversion%20and%20Initial%20Public%20Offering) This subsection reiterates the corporate conversion of CMI Acquisition, LLC to SkyWater Technology, Inc. on **April 14, 2021**, and the subsequent IPO on **April 23, 2021**. The IPO generated approximately **$100.3 million** in net proceeds, which are earmarked for working capital, growth, capital expenditures, and potential strategic investments - CMI Acquisition, LLC converted to SkyWater Technology, Inc. on **April 14, 2021**, and completed its IPO on **April 23, 2021**[106](index=106&type=chunk)[107](index=107&type=chunk) - The IPO issued **8,004,000** shares at **$14.00** per share, yielding approximately **$100.3 million** in net proceeds[107](index=107&type=chunk) - Proceeds are intended for working capital, general corporate purposes, financing growth, funding capital expenditures, and potential acquisitions or strategic investments[109](index=109&type=chunk) [Overview](index=25&type=section&id=Overview) SkyWater operates as a U.S. investor-owned, independent technology foundry, providing advanced semiconductor development and manufacturing services from its Minnesota fab and advanced packaging from its Florida facility. The company leverages its DMEA Category **1A** accreditation and domestic supply chain for competitive advantages, focusing on high-growth markets like aerospace & defense and advanced computing, and rapidly transitioning new processes to volume production - SkyWater is a U.S. investor-owned, independent, pure-play technology foundry offering advanced semiconductor development and manufacturing services[110](index=110&type=chunk) - The company's DMEA Category **1A** accreditation and U.S.-based operations provide enhanced IP security and domestic supply chain advantages[112](index=112&type=chunk) - Focuses on high-growth end markets including advanced computation, aerospace & defense, automotive & transportation, bio-health, consumer, and industrial/IoT[113](index=113&type=chunk) [Factors and Trends Affecting our Business and Results of Operations](index=26&type=section&id=Factors%20and%20Trends%20Affecting%20our%20Business%20and%20Results%20of%20Operations) Key factors influencing SkyWater's business include macroeconomic conditions, semiconductor industry cyclicality, and the ongoing impact of the COVID-19 pandemic, which has negatively affected employee productivity and customer R&D. The CHIPS Act is expected to provide incentives for onshore semiconductor development. Other factors include indebtedness, market opportunities, and material cost inflation - The COVID-19 pandemic adversely affected business, leading to reduced R&D expenditures from one customer and project delays from another due to facility shutdowns[116](index=116&type=chunk) - The Creating Helpful Incentives to Produce Semiconductors for America Act (CHIPS Act) is expected to provide incentives and funding for onshore semiconductor development and manufacturing[119](index=119&type=chunk) - Material and other cost inflation is a factor, mitigated by productivity improvements and selling price increases, with continued price volatility expected[119](index=119&type=chunk) [Results of Operations](index=27&type=section&id=Results%20of%20Operations) SkyWater reported a **30.3%** increase in net sales to **$48.1 million** for Q1 **2021**, driven by Advanced Technology Services. Gross profit rose **42.7%** to **$9.2 million** due to a shift to more profitable services. Operating expenses increased, with R&D up **191.1%** and SG&A up **52.7%**. Net loss increased by **49.6%** to **$2.053 million**, while Adjusted EBITDA saw a modest **5.2%** increase to **$5.6 million**, reflecting higher gross profit offset by increased labor and infrastructure costs Consolidated Statement of Operations Data (in thousands) | Item | Q1 2021 | Q1 2020 | Dollar Change | Percentage Change | | :------------------------------------------- | :------ | :------ | :------------ | :---------------- | | Net sales | $48,101 | $36,904 | $11,197 | 30.3% | | Cost of sales | $38,935 | $30,480 | $8,455 | 27.7% | | Gross profit | $9,166 | $6,424 | $2,742 | 42.7% | | Research and development | $1,927 | $662 | $1,265 | 191.1% | | Selling, general and administrative expenses | $8,603 | $5,633 | $2,970 | 52.7% | | Operating loss | $(1,420) | $(712) | $(708) | 99.4% | | Net loss | $(2,053) | $(1,372) | $(681) | 49.6% | | Adjusted EBITDA | $5,629 | $5,349 | $280 | 5.2% | Net Sales by Service Type (in thousands) | Service Type | Q1 2021 | Q1 2020 | | :---------------------------- | :------ | :------ | | Wafer Services | $10,019 | $13,318 | | Advanced Technology Services | $36,915 | $23,586 | | Lease revenue | $1,167 | — | | Total | $48,101 | $36,904 | - Gross profit increase was due to a shift to more profitable Advanced Technology Services sales in Q1 **2021**[123](index=123&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) SkyWater's liquidity is supported by operating cash flows, cash on hand (**$4.2 million** at **April 4, 2021**), and **$19.7 million** available under its Revolver. The recent IPO generated **$100.3 million** in net proceeds, expected to cover working capital and capital expenditures for at least **12** months. Capital expenditures are projected to be **$20-25 million** for fiscal year **2022**, primarily for foundry expansion and advanced packaging capabilities. The company's Revolver provides up to **$65 million**, secured by assets, and includes financial covenants for fixed charge coverage and leverage ratios, which were in compliance as of **April 4, 2021** after a waiver - Cash and cash equivalents were **$4.2 million** as of **April 4, 2021**, with **$19.7 million** available under the Revolver[134](index=134&type=chunk)[142](index=142&type=chunk) - Net proceeds from the IPO were approximately **$100.3 million**, expected to meet working capital and capital expenditure requirements for at least **12** months[135](index=135&type=chunk) - Projected capital expenditures for fiscal year **2022** are **$20-25 million**, mainly for Minnesota foundry expansion and Florida advanced packaging[136](index=136&type=chunk) Cash Flow Activities (in thousands) | Cash Flow Activity | Q1 2021 | Q1 2020 | | :--------------------------------------- | :------ | :------ | | Net cash (used in) provided by operating activities | $(8,424) | $50,451 | | Net cash used in investing activities | $(5,397) | $(10,775) | | Net cash provided by (used in) financing activities | $10,601 | $(14,248) | - The Revolver provides up to **$65 million**, secured by accounts receivable, inventory, and equipment, with financial covenants for fixed charge coverage and leverage ratios. A waiver was granted on **March 19, 2021**, ensuring compliance as of **April 4, 2021**[152](index=152&type=chunk)[154](index=154&type=chunk)[157](index=157&type=chunk) [JOBS Act](index=33&type=section&id=JOBS%20Act) SkyWater qualifies as an "emerging growth company" under the JOBS Act, allowing it to take advantage of exemptions from certain reporting requirements, such as auditor attestation for Section **404(b)** and reduced executive compensation disclosures. The company has elected to use the extended transition period for complying with new or revised accounting standards - SkyWater is an "emerging growth company" under the JOBS Act[158](index=158&type=chunk) - The company benefits from exemptions including not complying with auditor attestation for Section **404(b)** and reduced executive compensation disclosures[158](index=158&type=chunk) - SkyWater has elected to use the extended transition period for complying with new or revised financial accounting standards[159](index=159&type=chunk) [Critical Accounting Policies](index=33&type=section&id=Critical%20Accounting%20Policies) This section states that there have been no material changes to the company's critical accounting policies and estimates previously disclosed in its Prospectus. The preparation of financial statements requires management to make estimates and assumptions that affect reported amounts - No material changes to critical accounting policies and estimates disclosed in the Prospectus[161](index=161&type=chunk) [Recent Accounting Pronouncements](index=33&type=section&id=Recent%20Accounting%20Pronouncements) For a description of recently adopted accounting pronouncements and recently issued accounting standards not yet adopted, refer to "Note **3** — Summary of Significant Accounting Policies" in Part I, Item **1** of this Quarterly Report on Form **10-Q** - Refer to Note **3** for details on recently adopted and issued accounting standards[162](index=162&type=chunk) [Non-GAAP Financial Measure](index=33&type=section&id=Non%2DGAAP%20Financial%20Measure) This section introduces Adjusted EBITDA as a non-GAAP financial measure used by management to evaluate ongoing financial performance, excluding items not indicative of core operating results. It provides a reconciliation of net loss to Adjusted EBITDA, emphasizing that it should not be considered an alternative to U.S. GAAP measures due to potential calculation differences among companies - Adjusted EBITDA is a non-GAAP financial measure used to evaluate ongoing financial performance, excluding items not indicative of core operating results[164](index=164&type=chunk)[166](index=166&type=chunk) - Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income determined in accordance with U.S. GAAP[165](index=165&type=chunk)[167](index=167&type=chunk) Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | Item | Q1 2021 | Q1 2020 | | :------------------------------------ | :------ | :------ | | Net loss | $(2,053) | $(1,372) | | Interest expense | $1,058 | $1,462 | | Income tax benefit | $(425) | $(943) | | Depreciation and amortization | $6,482 | $4,322 | | EBITDA | $5,062 | $3,469 | | Fair value changes in contingent consideration | $56 | $841 | | Equity-based compensation | $235 | $676 | | Fair value changes in warrants | — | $141 | | Management fees | $276 | $222 | | Adjusted EBITDA | $5,629 | $5,349 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section outlines SkyWater's market risks, primarily focusing on potential changes in the fair value of its debt due to fluctuations in market interest rates. It also addresses credit risk associated with cash and cash equivalents held in financial institutions and accounts receivable from customers, noting ongoing credit evaluations and monitoring - Market risks primarily relate to potential changes in the fair value of debt due to fluctuations in applicable market interest rates[170](index=170&type=chunk) - Credit risk exists for cash and cash equivalents (balances may exceed federally insured limits) and accounts receivable (ongoing credit evaluations, no collateral generally required)[172](index=172&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that SkyWater's disclosure controls and procedures were not effective as of **April 4, 2021**, due to previously identified material weaknesses in internal control over financial reporting. These weaknesses stem from limited accounting and finance resources, leading to issues in documentation, execution, and monitoring of controls, particularly in revenue recognition. A remediation plan is underway, involving hiring additional personnel and formalizing policies - Disclosure controls and procedures were not effective as of **April 4, 2021**, due to material weaknesses in internal control over financial reporting[174](index=174&type=chunk) - Material weaknesses include limited accounting and finance resources, resulting in inappropriate preparation, review, and maintenance of documentation, and insufficient design/implementation of controls for revenue recognition[175](index=175&type=chunk) - Remediation plan involves hiring additional qualified accounting/finance personnel and formalizing documentation of policies, procedures, and controls, with ongoing validation and testing[176](index=176&type=chunk)[177](index=177&type=chunk) [PART II. OTHER INFORMATION](index=36&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part contains disclosures on legal proceedings, risk factors, equity sales, and other relevant information [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) SkyWater is not currently a party to any legal proceedings that are expected to have a material adverse effect on its business, operating results, cash flows, or financial condition - No current legal proceedings are expected to have a material adverse effect on the company's business[180](index=180&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) This section refers readers to the risk factors previously disclosed in the company's Prospectus, stating that there have been no material changes to these risk factors - No material changes to the risk factors disclosed in the company's Prospectus[181](index=181&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) SkyWater reports no unregistered sales of equity securities during the period. The detailed use of proceeds from the Initial Public Offering (IPO) completed on **April 23, 2021**, will be further described in the company's Quarterly Report for the second quarter of **2021** - No unregistered sales of equity securities occurred[182](index=182&type=chunk) - The use of proceeds from the IPO will be detailed in the Q2 **2021** Quarterly Report[183](index=183&type=chunk) [Item 3. Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) SkyWater reports that there have been no defaults upon senior securities during the period - No defaults upon senior securities[184](index=184&type=chunk) [Item 4. Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to SkyWater Technology, Inc.'s operations - Mine Safety Disclosures are not applicable to the registrant[185](index=185&type=chunk) [Item 5. Other Information](index=36&type=section&id=Item%205.%20Other%20Information) SkyWater reports that there is no other information to disclose under this item - No other information to disclose[186](index=186&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section provides a comprehensive list of exhibits filed or furnished as part of this Quarterly Report on Form **10-Q**. These include corporate governance documents (Certificate of Incorporation, Bylaws), equity incentive plans (**2021** Equity Incentive Plan, **2021** Employee Stock Purchase Plan), various agreements (Waiver, Consent and First Amendment to Amended and Restated Credit Agreement, Technology and Economic Development Agreement), and certifications (CEO, CFO certifications, XBRL documents) - Exhibits include corporate governance documents (Certificate of Incorporation, Bylaws), equity incentive plans (**2021** Equity Incentive Plan, **2021** Employee Stock Purchase Plan), and various agreements[188](index=188&type=chunk) - Certifications from the Chief Executive Officer and Chief Financial Officer are furnished, along with XBRL Instance and Taxonomy Extension Documents[188](index=188&type=chunk)

SkyWater Technology, Inc. (NASDAQ:SKYT) Q1 2021 Earnings Conference Call May 19, 2021 10:00 AM ET Company Participants Heather Davis – Investor Relations Thomas Sonderman – President and Chief Executive Officer Steve Manko – Chief Financial Officer Conference Call Participants Mark Lipacis – Jefferies Krish Sankar – Cowen and Company Harsh Kumar – Piper Sandler Raji Gill – Needham & Company Operator Ladies and gentlemen, thank you for standing by and welcome to the SkyWater Technology First Quarter Fiscal Y ...