Business Combinations (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Business Combination and Asset Acquisition [Abstract] |
|
| Schedule of Reverse Recapitalization |
The following table shows the number of shares of Common Stock issued immediately following the consummation of the Business Combination.
|
|
|
|
|
|
| RSVAC common stock shares outstanding prior to the Business Combination |
28,750,000 |
|
| Less redemption of RSVAC common stock shares |
(15) |
|
| RSVAC common stock shares |
28,749,985 |
|
| PIPE Shares issued |
12,500,000 |
|
| RSVAC common stock shares and PIPE Shares |
41,249,985 |
|
Legacy Enovix common shares (1)
|
103,995,643 |
|
| Total shares of Common Stock immediately after the Business Combination |
145,245,628 |
|
|
|
|
|
|
|
(1) |
The number of Legacy Enovix common shares was determined from the 563,316,738 shares of Legacy Enovix common stock outstanding immediately prior to the closing of the Business Combination converted at the exchange ratio of approximately 0.1846. All fractional shares were rounded. |
In connection with the Business Combination in July 2021, the Company assumed $73.4 million of net liabilities from RSVAC. The following table shows the net cash proceeds from the Business Combination (in thousands).
|
|
|
|
|
|
|
Recapitalization |
| Cash - RSVAC Trust and cash, net of redemptions |
$ |
230,155 |
|
| Cash - PIPE Financing |
175,000 |
|
| Less: transaction costs and PIPE financing fees |
(31,410) |
|
| Net cash contributions from Business Combination |
$ |
373,745 |
|
|
| Schedule of Considerations for the Acquisition |
Total following table summarized the considerations for the acquisition.
|
|
|
|
|
|
|
|
|
|
|
|
| Cash paid, net of acquisition-related seller expense |
|
|
$ |
15,448 |
|
Issuance of Enovix common stock (5,923,521 shares) |
|
|
52,779 |
|
| Total purchase consideration |
|
|
68,227 |
|
| Less: net assets acquired |
|
|
|
| Net assets acquired, excluding liability assumed for acquisition-related seller expense |
56,486 |
|
|
|
| Liability assumed for acquisition-related seller expense |
(357) |
|
|
|
| Net assets acquired |
|
|
56,129 |
|
| Goodwill |
|
|
$ |
12,098 |
|
|
| Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
The following table summarizes the preliminary purchase price allocation based on the fair values of the assets acquired and liabilities assumed as of the acquisition date, which are subject to change within the measurement period as the fair value assessments are finalized (in thousands).
|
|
|
|
|
|
| Cash, cash equivalents and restricted cash acquired |
$ |
5,481 |
|
Accounts and notes receivable, net (1)
|
1,796 |
|
| Inventory |
12,613 |
|
| Prepaid expenses and other current assets |
1,715 |
|
| Property and equipment, net |
26,987 |
|
| Intangible assets |
42,981 |
|
| Goodwill |
12,098 |
|
|
|
|
|
|
|
| Other non-current assets |
365 |
|
| Debt assumed |
(7,426) |
|
| Deferred revenue |
(10,568) |
|
| Liabilities assumed |
(3,182) |
|
| Deferred income tax liabilities |
(11,616) |
|
| Fair value of net assets acquired |
71,244 |
|
Less: non-controlling interest (2)
|
(3,017) |
|
| Total purchase consideration |
68,227 |
|
| Less: Cash, cash equivalents, restricted cash acquired |
(5,481) |
|
| Total purchase price, net of cash acquired |
$ |
62,746 |
|
|
|
|
|
|
|
(1) |
The gross amount of the acquired accounts and notes receivable was $1.9 million, of which an immaterial amount is expected to be uncollectible. |
(2) |
The fair value of non-controlling interest is measured based on the fair values of net assets acquired at the acquisition date and the price for the equity shares and the portion of ownership not held by the acquirer.
|
|
| Schedule of Goodwill |
The following table summarizes the change in goodwill (in thousands).
|
|
|
|
|
|
|
Goodwill |
| Balance as of January 1, 2023 |
$ |
— |
|
| Routejade Acquisition |
12,098 |
|
|
|
| Balances as of December 31, 2023 |
$ |
12,098 |
|
|
| Schedule of Intangible Assets Subject To Amortization, Net |
The following table summarizes the intangible assets subject to amortization, net (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
Accumulated amortization |
|
Net Carrying Amount |
|
Weighted-average Useful Lives |
| Customer relationships |
$ |
30,966 |
|
|
$ |
(517) |
|
|
$ |
30,449 |
|
|
10 years |
| Developed technology |
11,680 |
|
|
(277) |
|
|
11,403 |
|
|
7 years |
| Trade Names and Trademarks |
335 |
|
|
(19) |
|
|
316 |
|
|
3 years |
| Total intangible assets |
$ |
42,981 |
|
|
$ |
(813) |
|
|
$ |
42,168 |
|
|
|
|
| Schedule of Expected Amortization For The Intangible Assets |
The following is a schedule of expected amortization for the intangible assets as of December 31, 2023 (in thousands).
|
|
|
|
|
|
|
As of December 31, 2023 |
| 2024 |
$ |
4,860 |
|
| 2025 |
4,860 |
|
| 2026 |
4,933 |
|
| 2027 |
4,748 |
|
| 2028 |
4,748 |
|
| Thereafter |
18,019 |
|
| Total estimated amortization expense |
$ |
42,168 |
|
|