Acquisition |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 28, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition | Acquisition On June 30, 2025, the Company executed an amendment to the Membership Interest Purchase Agreement with Spansion LLC and completed its acquisition of 100% of the voting equity interests of Fab 25, a newly formed limited liability company that received, pursuant to a pre-closing restructuring, substantially all of the property, plant and equipment, employees, and certain other assets and liabilities related to Infineon’s 200 mm fab in Austin, Texas (the “Transaction”). The purchase price for the Transaction was $206,466. The Transaction was financed through proceeds received from the execution of an Amended and Restated Loan and Security Agreement (the “Amended Loan Agreement”) with Siena Lending Group LLC (“Siena”) and the other lenders party thereto on June 30, 2025. The acquisition of Fab 25 significantly expanded SkyWater’s footprint domestically and will enable the Company to grow its services across a broader base of industrial, automotive, and defense customers in the future. The Company allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values, which were determined using generally accepted valuation techniques based on reasonable estimates and assumptions made by the Company’s management at the time of acquisition. In the second quarter of 2026 the Company finalized its purchase accounting and the purchase price has been allocated to the assets acquired and liabilities assumed based on their estimated fair values. No measurement period adjustments were made during the three- and six-month period ended June 28, 2026. The Company incurred $278 and $547 of non-recurring transaction costs for the three- and six-months ended June 28, 2026, respectively, and incurred $2,171 and $3,981 of non-recurring transactions costs for the three- and six-months ended June 29, 2025, respectively. These costs are included as selling, general, and administrative costs in the interim condensed consolidated statements of operations for each period. Pro Forma Results The following unaudited pro forma summary presents consolidated financial information as if the Transaction occurred on January 1, 2024:
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