We provide supplemental, non-GAAP financial information that our management utilizes to evaluate our ongoing financial performance and provide additional insight to investors as supplemental information to our results reported using U.S. generally accepted accounting principles (GAAP). We provide non-GAAP gross profit, non-GAAP gross margin, non-GAAP net loss to shareholders, and non-GAAP net loss per share. We provide these non-GAAP financial measures because we believe this non-GAAP presentation provides a baseline for analyzing trends in our business and to exclude certain items that may not be indicative of our core operating results. The non-GAAP financial measures disclosed in this earnings press release should not be viewed as an alternative to, or more meaningful than, the reported results prepared in accordance with GAAP. In addition, because our non-GAAP measures are not determined in accordance with GAAP, these measures are susceptible to differing calculations, and not all comparable or peer companies may calculate their non-GAAP measures in the same manner. As a result, the non-GAAP financial measures presented in this earnings press release may not be directly comparable to similarly titled measures presented by other companies.
We also provide adjusted earnings before interest, income taxes, depreciation and amortization (EBITDA) and adjusted EBITDA margin as supplemental non-GAAP measurements. We define adjusted EBITDA as net income (loss) before interest expense, income tax provision (benefit), depreciation and amortization, equity-based compensation and certain other items that we do not view as indicative of our ongoing performance, including SkyWater Florida start-up costs, management transition expense, and net income attributable to non-controlling interests. We believe adjusted EBITDA is a useful performance measure because it allows for an effective evaluation of our operating performance when compared to our peers, without regard to our financing methods or capital structure. We exclude the items from net income or loss in arriving at adjusted EBITDA because the amounts of these items can vary substantially within our industry depending upon accounting methods, book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income determined in accordance with GAAP. Certain items excluded from adjusted EBITDA are significant components in understanding and assessing financial performance, including, but not limited to, the cost of capital, income taxes, and the historic cost bases of long-lived assets, none of which are reflected in adjusted EBITDA. Our presentation of adjusted EBITDA should not be construed as an indication that our results will be unaffected by the items excluded from adjusted EBITDA. In future fiscal periods, we may exclude such items and may incur income and expenses similar to these excluded items. Accordingly, the exclusion of these items and other similar items in our non-GAAP presentation should not be interpreted as implying that these items are non-recurring, infrequent or unusual, unless otherwise expressly indicated.
The following tables present a reconciliation of the most directly comparable financial measures, calculated and presented in accordance with GAAP, to our non-GAAP financial measures.
SKYWATER TECHNOLOGY, INC. Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited) |
|||||||||||
|
Three Months Ended |
||||||||||
|
July 2, 2023 |
|
April 2, 2023 |
|
July 3, 2022 |
||||||
|
(in thousands) |
||||||||||
Total revenue |
$ |
69,811 |
|
|
$ |
66,094 |
|
|
$ |
47,407 |
|
Tool revenue (5) |
|
(936 |
) |
|
|
(536 |
) |
|
|
(313 |
) |
|
|
|
|
|
|
||||||
GAAP cost of revenue |
$ |
53,144 |
|
|
$ |
49,626 |
|
|
$ |
45,327 |
|
Cost of tool revenue (5) |
$ |
(290 |
) |
|
$ |
(484 |
) |
|
$ |
(200 |
) |
Equity-based compensation (3) |
|
(291 |
) |
|
|
(513 |
) |
|
|
(546 |
) |
Management transition expense (6) |
$ |
(705 |
) |
|
$ |
— |
|
|
$ |
— |
|
SkyWater Florida start-up costs (2) |
|
— |
|
|
|
— |
|
|
|
(113 |
) |
Non-GAAP cost of revenue |
$ |
51,858 |
|
|
$ |
48,629 |
|
|
$ |
44,468 |
|
|
|
|
|
|
|
||||||
GAAP gross profit |
$ |
16,667 |
|
|
$ |
16,468 |
|
|
$ |
2,080 |
|
GAAP gross margin |
|
23.9 |
% |
|
|
24.9 |
% |
|
|
4.4 |
% |
Tool revenue (5) |
|
(936 |
) |
|
|
(536 |
) |
|
|
(313 |
) |
Cost of tool revenue (5) |
|
290 |
|
|
|
484 |
|
|
|
200 |
|
Equity-based compensation (3) |
|
291 |
|
|
|
513 |
|
|
|
546 |
|
Management transition expense (6) |
|
705 |
|
|
|
— |
|
|
|
— |
|
SkyWater Florida start-up costs (2) |
|
— |
|
|
|
— |
|
|
|
113 |
|
Non-GAAP gross profit |
$ |
17,017 |
|
|
$ |
16,929 |
|
|
$ |
2,626 |
|
Non-GAAP gross margin |
|
24.7 |
% |
|
|
25.8 |
% |
|
|
5.6 |
% |
|
|
|
|
|
|
||||||
GAAP research and development |
$ |
2,396 |
|
|
$ |
2,668 |
|
|
$ |
2,361 |
|
Equity-based compensation (3) |
|
(217 |
) |
|
|
(162 |
) |
|
|
(128 |
) |
Non-GAAP research and development |
$ |
2,179 |
|
|
$ |
2,506 |
|
|
$ |
2,233 |
|
|
|
|
|
|
|
||||||
GAAP selling, general and administrative expenses |
$ |
17,820 |
|
|
$ |
14,895 |
|
|
$ |
10,795 |
|
Equity-based compensation (3) |
|
(1,459 |
) |
|
|
(1,178 |
) |
|
|
(1,444 |
) |
Management transition expense (6) |
|
(130 |
) |
|
|
— |
|
|
|
— |
|
SkyWater Florida start-up costs (2) |
|
— |
|
|
|
— |
|
|
|
(45 |
) |
Non-GAAP selling, general and administrative expenses |
$ |
16,231 |
|
|
$ |
13,717 |
|
|
$ |
9,306 |
|
|
Three Months Ended |
||||||||||
|
July 2,
|
|
April 2,
|
|
July 3,
|
||||||
|
(in thousands) |
||||||||||
GAAP net loss to shareholders |
$ |
(8,590 |
) |
|
$ |
(4,273 |
) |
|
$ |
(13,005 |
) |
Tool revenue (5) |
|
(936 |
) |
|
|
(536 |
) |
|
|
(313 |
) |
Cost of tool revenue (5) |
|
290 |
|
|
|
484 |
|
|
|
200 |
|
Equity-based compensation (3) |
|
1,967 |
|
|
|
1,853 |
|
|
|
2,118 |
|
Management transition expense (6) |
|
835 |
|
|
|
— |
|
|
|
— |
|
SkyWater Florida start-up costs (2) |
|
— |
|
|
|
— |
|
|
|
158 |
|
Non-GAAP net loss to shareholders |
$ |
(6,434 |
) |
|
$ |
(2,472 |
) |
|
$ |
(10,842 |
) |
|
|
|
|
|
|
||||||
Equity-based compensation allocation in the consolidated statements of operations (3): |
|
|
|
|
|
||||||
Cost of revenue |
$ |
291 |
|
|
$ |
513 |
|
|
$ |
546 |
|
Research and development |
|
217 |
|
|
|
162 |
|
|
|
128 |
|
Selling, general and administrative expenses |
|
1,459 |
|
|
|
1,178 |
|
|
|
1,444 |
|
|
$ |
1,967 |
|
|
$ |
1,853 |
|
|
$ |
2,118 |
|
|
|
|
|
|
|
||||||
Management transition expense allocation in the consolidated statements of operations (6): |
|
|
|
|
|
||||||
Cost of revenue |
$ |
705 |
|
|
$ |
— |
|
|
$ |
— |
|
Selling, general and administrative expenses |
|
130 |
|
|
|
— |
|
|
|
— |
|
|
$ |
835 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
||||||
SkyWater Florida start-up costs allocation in the consolidated statements of operations (2): |
|
|
|
|
|
||||||
Cost of revenue |
$ |
— |
|
|
$ |
— |
|
|
$ |
113 |
|
Selling, general and administrative expenses |
|
— |
|
|
|
— |
|
|
|
45 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
158 |
|
|
Three Months Ended
|
||||||
|
GAAP |
|
Non-GAAP |
||||
Computation of net loss per common share, basic and diluted: |
(in thousands, except per share data) |
||||||
Numerator: |
|
|
|
||||
Net loss attributable to SkyWater Technology, Inc. |
|
(8,590 |
) |
|
|
(6,434 |
) |
Denominator: |
|
|
|
||||
Weighted-average common shares outstanding, basic and diluted |
|
44,743 |
|
|
|
44,743 |
|
Net loss per common share, basic and diluted |
$ |
(0.19 |
) |
|
$ |
(0.14 |
) |
|
|
|
|
||||
|
Three Months Ended
|
||||||
|
GAAP |
|
Non-GAAP |
||||
Computation of net loss per common share, basic and diluted: |
(in thousands, except per share data) |
||||||
Numerator: |
|
|
|
||||
Net loss attributable to SkyWater Technology, Inc. |
|
(4,273 |
) |
|
|
(2,472 |
) |
Denominator: |
|
|
|
||||
Weighted-average common shares outstanding, basic and diluted |
|
43,817 |
|
|
|
43,817 |
|
Net loss per common share, basic and diluted |
$ |
(0.10 |
) |
|
$ |
(0.06 |
) |
|
|
|
|
||||
|
Three Months Ended
|
||||||
|
GAAP |
|
Non-GAAP |
||||
Computation of net loss per common share, basic and diluted: |
(in thousands, except per share data) |
||||||
Numerator: |
|
|
|
||||
Net loss attributable to SkyWater Technology, Inc. |
|
(13,005 |
) |
|
|
(10,842 |
) |
Denominator: |
|
|
|
||||
Weighted-average common shares outstanding, basic and diluted |
|
40,203 |
|
|
|
40,203 |
|
Net loss per common share, basic and diluted |
$ |
(0.32 |
) |
|
$ |
(0.27 |
) |
|
Three Months Ended |
|
Six Months Ended |
||||||||||||||||
|
July 2, 2023 |
|
April 2, 2023 |
|
July 3, 2022 |
|
July 2, 2023 |
|
July 3, 2022 |
||||||||||
|
(in thousands) |
||||||||||||||||||
Net loss to shareholders |
$ |
(8,590 |
) |
|
$ |
(4,273 |
) |
|
$ |
(13,005 |
) |
|
$ |
(12,863 |
) |
|
$ |
(29,611 |
) |
Interest expense (1) |
|
2,950 |
|
|
|
2,471 |
|
|
|
1,040 |
|
|
|
5,421 |
|
|
|
2,069 |
|
Income tax (benefit) expense |
|
25 |
|
|
|
— |
|
|
|
63 |
|
|
|
25 |
|
|
|
(131 |
) |
Depreciation and amortization |
|
7,207 |
|
|
|
7,352 |
|
|
|
7,198 |
|
|
|
14,559 |
|
|
|
13,657 |
|
EBITDA |
|
1,592 |
|
|
|
5,550 |
|
|
|
(4,704 |
) |
|
|
7,142 |
|
|
|
(14,016 |
) |
Equity-based compensation (3) |
|
1,967 |
|
|
|
1,853 |
|
|
|
2,118 |
|
|
|
3,820 |
|
|
|
5,334 |
|
Net income attributable to noncontrolling interests (4) |
|
2,066 |
|
|
|
707 |
|
|
|
826 |
|
|
|
2,773 |
|
|
|
1,685 |
|
Management transition expense (6) |
|
835 |
|
|
|
— |
|
|
|
— |
|
|
|
835 |
|
|
|
— |
|
SkyWater Florida start-up costs (2) |
|
— |
|
|
|
— |
|
|
|
158 |
|
|
|
— |
|
|
|
560 |
|
Adjusted EBITDA |
$ |
6,460 |
|
|
$ |
8,110 |
|
|
$ |
(1,602 |
) |
|
$ |
14,570 |
|
|
$ |
(6,437 |
) |
__________________ |
|
(1) |
Includes losses related to the extinguishment of our revolving credit agreement in 2022. |
(2) |
Represents start-up costs associated with our 200 mm heterogeneous integration facility in Kissimmee, Florida, which includes legal fees, recruiting expenses, retention awards and facility start-up expenses. These expenses are not representative of our expected ongoing costs. Effective 2023, our Kissimmee, Florida plant is up and running and no longer in its start-up phase. |
(3) |
Represents non-cash equity-based compensation expense. |
(4) |
Represents net income attributable to our VIE, which was formed for the purpose of purchasing the land and building of our primary operating facility in Bloomington, Minnesota. Since depreciation and interest expense are excluded from net loss in our adjusted EBITDA financial measure, we also exclude the net income attributable to the VIE. |
(5) |
Tool revenue and cost of tool revenue represent the revenue and external costs related to the services we provide to qualify customer funded tool technologies as our customers invest in our capabilities to expand our technology platforms. |
(6) |
Represents severance and other costs related to the reorganization of the manufacturing and operations leadership team. |