envx-20240331

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 March 31, 2024

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________to __________

Enovix Corporation

(Exact Name of Registrant as Specified in Charter)

(Successor to RODGERS SILICON VALLEY ACQUISITION CORP.)

Delaware

001-39753

85-3174357

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

3501 W Warren Avenue

Fremont, California 94538

(Address of Principal Executive Offices) (Zip Code)

(510) 695-2350

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

ENVX

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of May 2, 2024, 170,000,050 shares of common stock, par value $0.0001 per share, were issued and outstanding.

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		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	1
	Condensed Consolidated Statements of Operations for the quarters ended March 31, 2024 and April 2, 2023	2
	Condensed Consolidated Statements of Comprehensive Income for the quarters ended March 31, 2024 and April 2, 2023	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the quarters ended March 31, 2024 and April 2, 2023	4
	Condensed Consolidated Statements of Cash Flows for the quarters ended March 31, 2024 and April 2, 2023	5
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosure about Market Risks	30
Item 4.	Controls and Procedures	31
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	63
Item 3	Defaults Upon Senior Securities	63
Item 4	Mine Safety Disclosures	63
Item 5	Other Information	64
Item 6.	Exhibits	65
	Signatures	67

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FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance and can be identified by words such as anticipate, believe, continue, could, estimate, expect, intend, may, might, plan, possible, potential, predict, project, should, would and similar expressions that convey uncertainty about future events or outcomes. In addition, any statements that refer to projections, forecasts, management’s expectations, hopes, beliefs, intentions or strategies regarding the future, are forward-looking statements. Examples of forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, statements about our:

•ability to build and scale manufacturing lines for our lithium-ion batteries, including production and commercialization timelines;

•ability to meet milestones and execute on our product development strategy, including the delivery of EX-1M samples of our high cycle life smartphone batteries to customers beginning in the second quarter of 2024;

•expectations and estimations of the total addressable market for lithium-ion batteries in the portable electronics markets;

•products, technologies, business model and growth strategy, including potential total addressable markets, market opportunity and the expansion of our customer base;

•expectations regarding the synergies to be realized from our acquisition of Routejade in October 2023, such as complementary products and the vertical integration of electrode coating and battery pack manufacturing;

•product strategy for Routejade’s portfolio of conventional lithium-ion battery products;

•ability to meet the expectations of new and current customers, including safety and qualification requirements, and our ability to achieve market acceptance for our products;

•financial performance, including revenue from the sale of batteries and battery pack products and engineering revenue contracts, as well as expenses and projections thereof;

•placement of equipment orders for our second generation manufacturing lines, and the speed of and space requirements for our second generation manufacturing lines;

•factory sites and related considerations, including our ability to clear Factory Acceptance Testing and Site Acceptance Testing at our Fab2 facility in Malaysia;

•ability to attract and hire additional service providers, including qualified labor to facilitate the build-out of existing and additional production lines;

•ability to optimize our manufacturing process and execute on our future product development strategy and roadmap to profitability, including our predictions regarding future demand for our lithium-ion battery solutions;

•expectations regarding the benefits and efficiencies to be realized from our shift to a vertical business strategy, including our ability to timely and successfully complete the strategic realignment of the Company’s first production line in Fremont to refocus on new product development;

•expectations regarding our collaboration announced in January 2024 with Group14 Technologies, a manufacturer and supplier of active silicon battery material; and

•potential to validate the advantages of our cell architecture in the electric vehicle battery space through our recent development agreement with a leading automaker, announced in March 2024.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements, and the

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assumptions underlying such statements, involve a number of risks and uncertainties, some of which are beyond our control. These risks and uncertainties include, but are not limited to, those described in Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may differ materially from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ENOVIX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value amounts)

(Unaudited)


	March 31, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	222,150	$	233,121
Short-term investments	40,243		73,694
Accounts receivable, net	1,728		909
Notes receivable, net	144		1,514
Inventory	6,536		8,737

Prepaid expenses and other current assets	7,207		5,202
Total current assets	278,008		323,177
Property and equipment, net	159,164		166,471
Customer relationship intangibles and other intangibles, net	39,963		42,168
Operating lease, right-of-use assets	14,851		15,290
Goodwill	12,217		12,098

Other assets, non-current	4,700		5,100
Total assets	$	508,903	$	564,304
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	19,277	$	21,251
Accrued expenses	11,677		13,976
Accrued compensation	9,281		10,731
Short-term debt	8,488		5,917
Deferred revenue	5,306		6,708
Other liabilities	2,855		2,435

Total current liabilities	56,884		61,018
Long-term debt, net	168,275		169,099
Warrant liability	21,780		42,900
Operating lease liabilities, non-current	14,813		15,594
Deferred revenue, non-current	3,774		3,774
Deferred tax liability	11,259		10,803
Other liabilities, non-current	13		13
Total liabilities	276,798		303,201
Commitments and Contingencies (Note 9)
Stockholders’ equity:
Common stock, $0.0001 par value; authorized shares of 1,000,000,000; issued and outstanding shares of 169,738,474 and 167,392,315 as of March 31, 2024 and December 31, 2023, respectively	17		17

Additional paid-in-capital	874,527		857,037
Accumulated other comprehensive loss	(53)		(62)
Accumulated deficit	(645,213)		(598,845)
Total Enovix's stockholders’ equity	229,278		258,147
Non-controlling interest	2,827		2,956
Total equity	232,105		261,103
Total liabilities and equity	$	508,903	$	564,304

See accompanying notes to these condensed consolidated financial statements.

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ENOVIX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(Unaudited)


	Quarters Ended
	March 31, 2024		April 2, 2023



Revenue	$	5,272	$	21



Cost of revenue	7,072		12,248
Gross margin	(1,800)		(12,227)
Operating expenses:
Research and development	48,788		23,749
Selling, general and administrative	19,548		27,274


Total operating expenses	68,336

SEC Form 10-Q filed by Enovix Corporation