Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 29, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-29 | ||
Entity Central Index Key | 0001887944 | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 29, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-41867 | ||
Entity Registrant Name | Shimmick Corporation | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-3749368 | ||
Entity Address, Address Line One | 530 Technology Drive | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Irvine | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92618 | ||
City Area Code | 833 | ||
Local Phone Number | 723-2021 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | SHIM | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Voluntary Filers | No | ||
Document Financial Statement Error Correction | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 25,575,344 | ||
Auditor Firm ID | 34 | ||
Auditor Name | DELOITTE & TOUCHE LLP | ||
Auditor Location | Denver, Colorado | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Certain sections of the registrant's definitive Proxy Statement relating to the registrant's 2024 annual meeting of stockholders, which definitive Proxy Statement will be filed within 120 days of the end of the registrant's fiscal year, are incorporated by reference into Part III of this Annual Report on Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 62,939 | $ 77,762 |
Restricted cash | 971 | 4,323 |
Accounts receivable, net | 54,178 | 56,430 |
Contract assets, current | 125,943 | 80,901 |
Prepaids and other current assets | 13,427 | 14,060 |
TOTAL CURRENT ASSETS | 257,458 | 233,476 |
Property, plant and equipment, net | 46,373 | 55,208 |
Intangible assets, net | 9,244 | 12,044 |
Contract assets, non-current | 48,316 | 84,024 |
Lease right-of-use assets | 23,855 | 22,690 |
Investment in unconsolidated joint ventures | 21,283 | 17,363 |
Deferred tax assets | 17,252 | 18,851 |
Other assets | 2,871 | 3,143 |
TOTAL ASSETS | 426,652 | 446,799 |
CURRENT LIABILITIES | ||
Accounts payable | 81,589 | 67,541 |
Contract liabilities, current | 115,785 | 163,725 |
Accrued salaries, wages and benefits | 26,911 | 36,248 |
Accrued expenses | 33,897 | 60,758 |
Other current liabilities | 13,071 | 12,672 |
TOTAL CURRENT LIABILITIES | 271,253 | 340,944 |
Long-term debt, net | 29,627 | 0 |
Lease liabilities, non-current | 15,045 | 14,442 |
Contract liabilities, non-current | 3,215 | 1,846 |
Contingent consideration | 15,488 | 15,662 |
Deferred tax liabilities | 17,252 | 18,851 |
Other liabilities | 4,282 | 3,459 |
TOTAL LIABILITIES | 356,162 | 395,204 |
Commitments and Contingencies (Note 12) | ||
STOCKHOLDERS' EQUITY | ||
Common stock, $0.01 par value, 100,000,000 shares authorized as of December 29, 2023 and December 30, 2022; 25,493,877 and 21,908,800 shares issued and outstanding as of December 29, 2023 and December 30, 2022, respectively | 255 | 219 |
Additional paid-in-capital | 24,445 | 3,341 |
Retained earnings | 46,537 | 49,083 |
Non-controlling interests | (747) | (1,048) |
TOTAL STOCKHOLDERS' EQUITY | 70,490 | 51,595 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 426,652 | $ 446,799 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 29, 2023 | Dec. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 25,493,877 | 21,908,800 |
Common stock, shares outstanding | 25,493,877 | 21,908,800 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 632,806 | $ 664,158 |
Cost of revenue | 610,434 | 640,643 |
Gross margin | 22,372 | 23,515 |
Selling, general and administrative expenses | 61,507 | 60,442 |
Amortization of intangibles | 2,618 | 2,632 |
Total operating expenses | 64,125 | 63,074 |
Equity in earnings of unconsolidated joint ventures | 10,354 | 52,471 |
Gain on sale of assets | 31,834 | 0 |
Income from operations | 435 | 12,912 |
Other expense, net | 2,721 | 8,731 |
Net (loss) income before income tax | (2,286) | 4,181 |
Income tax expense | 0 | 1,274 |
Net (loss) income | (2,286) | 2,907 |
Net income (loss) attributable to non-controlling interests | 260 | (853) |
Net (loss) income attributable to Shimmick Corporation | $ (2,546) | $ 3,760 |
Net (loss) income attributable to Shimmick Corporation per common share | ||
Basic | $ (0.11) | $ 0.17 |
Diluted | $ (0.11) | $ 0.17 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | IPO [Member] | Common Stock [Member] | Common Stock [Member] IPO [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] IPO [Member] | Retained Earnings [Member] | Retained Earnings [Member] IPO [Member] | Non-Controlling Interests [Member] | Non-Controlling Interests [Member] IPO [Member] |
Beginning balance, value at Dec. 31, 2021 | $ 47,021 | $ 219 | $ 1,046 | $ 45,323 | $ 433 | |||||
Beginning balance, shares at Dec. 31, 2021 | 21,908,800 | |||||||||
Net income (loss) | 2,907 | $ 0 | 0 | 3,760 | (853) | |||||
Stock-based compensation | 2,295 | 0 | 2,295 | 0 | 0 | |||||
Distributions to non-controlling interests | (628) | 0 | 0 | 0 | (628) | |||||
Ending balance, value at Dec. 30, 2022 | 51,595 | $ 219 | 3,341 | 49,083 | (1,048) | |||||
Ending balance, shares at Dec. 30, 2022 | 21,908,800 | |||||||||
Net income (loss) | (2,286) | $ 0 | 0 | (2,546) | 260 | |||||
Initial Public Offering, net of costs, value | $ 19,065 | $ 36 | $ 19,029 | $ 0 | $ 0 | |||||
Initial Public Offering, net of costs, shares | 3,575,000 | |||||||||
Exercise of stock options, value | $ 13 | $ 0 | 13 | 0 | 0 | |||||
Exercise of stock options, shares | 10,077 | 10,077 | ||||||||
Stock-based compensation | $ 2,062 | $ 0 | 2,062 | 0 | 0 | |||||
Contributions from non-controlling interests | 301 | 0 | 0 | 0 | 301 | |||||
Distributions to non-controlling interests | (260) | 0 | 0 | 0 | (260) | |||||
Ending balance, value at Dec. 29, 2023 | $ 70,490 | $ 255 | $ 24,445 | $ 46,537 | $ (747) | |||||
Ending balance, shares at Dec. 29, 2023 | 25,493,877 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Cash Flows From Operating Activities | ||
Net (loss) income | $ (2,286) | $ 2,907 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Stock-based compensation | 2,062 | 2,295 |
Depreciation and amortization | 17,121 | 15,979 |
Equity in earnings of unconsolidated joint ventures | (10,354) | (52,471) |
Return on investments in unconsolidated joint ventures | 14,682 | 59,651 |
Gain on sale of assets | (31,834) | 0 |
Other | (47) | 9,462 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 2,251 | 41,574 |
Due from unconsolidated joint ventures | 313 | 7,079 |
Contract assets | (9,334) | (46,736) |
Accounts payable | 13,747 | 10,436 |
Contract liabilities | (47,940) | (94,165) |
Accrued expenses | (26,861) | 31,471 |
Accrued salaries, wages and benefits | (8,975) | 4,149 |
Other assets and liabilities | (645) | 5,285 |
Net cash used in operating activities | (88,100) | (3,084) |
Cash Flows From Investing Activities | ||
Net working capital settlement in association with business combination | 0 | 32,000 |
Purchases of property, plant and equipment | (7,042) | (10,443) |
Proceeds from sale of assets | 35,975 | 1,722 |
Unconsolidated joint venture equity contributions | (23,170) | (19,709) |
Return of investments in unconsolidated joint ventures | 16,287 | 627 |
Net cash provided by investing activities | 22,050 | 4,197 |
Cash Flows From Financing Activities | ||
Payments on finance lease obligation | (303) | (303) |
Net borrowings on revolving credit facility | 29,915 | 0 |
Contributions from noncontrolling interests | 301 | 0 |
Distributions to non-controlling interests | (260) | (628) |
Proceeds from IPO | 25,025 | 0 |
Payments of IPO costs | (5,961) | 0 |
Other | (842) | 0 |
Net cash provided by (used in) financing activities | 47,875 | (931) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (18,175) | 182 |
Cash, cash equivalents and restricted cash, beginning of period | 82,085 | 81,903 |
Cash, cash equivalents and restricted cash, end of period | 63,910 | 82,085 |
Reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets | ||
Cash and cash equivalents | 62,939 | 77,762 |
Restricted cash | 971 | 4,323 |
Total cash, cash equivalents and restricted cash | $ 63,910 | $ 82,085 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (2,546) | $ 3,760 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 29, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Business and Organization
Business and Organization | 12 Months Ended |
Dec. 29, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | Note 1. Business and Organization Shimmick Corporation (“Shimmick”, “we”, “our”, “us”, “its” or the “Company”) was founded in 1990 in California and operated as a regional infrastructure construction contractor throughout California for nearly 30 years. In 2017, AECOM acquired Shimmick and consolidated it with its existing construction services, which included former legacy construction operations from Morrison Knudsen, Washington Group International, and others. In January 2021, we consummated the AECOM Sale Transactions and began operating as an independent company under new private ownership (the "AECOM Sale Transactions"). The accompanying consolidated financial statements include the accounts of Shimmick Corporation and its subsidiaries, unless otherwise indicated. On September 12, 2023, the Company changed its name from SCCI National Holdings, Inc. to Shimmick Corporation. On November 16, 2023, Shimmick completed its initial public offering of 3,575,000 shares of common stock at a price to the public of $ 7.00 per share (the "IPO"). The net proceeds to Shimmick from the IPO were approximately $ 19 million after deducting underwriting discounts and commissions and other offering expenses of $ 6 million. Shimmick’s common stock began trading on the NASDAQ Global Market on November 14, 2023. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 29, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), and in conformity with the rules and regulations of the Securities and Exchange Commission. A statement of comprehensive income is not presented as the Company’s results of operations do not contain any items classified as comprehensive income. All intercompany accounts and transactions have been eliminated. In preparing these consolidated financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all stockholders and other financial statement users, or filed with the SEC. Change in Presentation Certain prior period balances in the consolidated balance sheets and statements of cash flows and accompanying notes have been combined or rounded to conform to current period presentation. These changes had no impact on net (loss) income, cash flows, assets and liabilities, or equity previously reported. Stock Split On October 23, 2023, the Board of Directors (the "Board") approved an amendment to the Company’s Certificate of Incorporation in order to effect a stock split of the Company’s Common Stock. Further, the Board authorized 100,000,000 shares of Common Stock, with a par value of $ 0.01 par value per share and 25,000,000 shares of Preferred Stock, with a par value of $ 0.01 per share. Upon the effectiveness of the filing of the amendment, each share of common stock, par value $ 0.01 per share (the “Old Common Stock”), issued and outstanding automatically, without further action on the part of the Company or any holder of such Old Common Stock, was reclassified as and became 2.7386 validly issued, fully paid and non-assessable shares of Common Stock. There were no fractional shares issued with respect to the reclassification of shares of Old Common Stock. In lieu of fractional shares, the Company rounded up to the nearest whole number of shares of Common Stock. The Company has retro-actively applied the stock split made effective on October 23, 2023, to share and per share amounts in the consolidated financial statements. Fiscal Year The Company’s fiscal years consist of 52 or 53 weeks, ending on the Friday closest to December 31. Fiscal year 2023 commenced on December 31, 2022 and ended on December 29, 2023. Fiscal year 2022 commenced on January 1, 2022 and ended on December 30, 2022. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from estimates and significant estimates affecting amounts reported in the consolidated financial statements are: • project revenues, costs and profits at completion of the Company’s contracts with customers, including recognition of estimated losses on uncompleted contracts; • claims against customers and recoveries of costs from subcontractors, vendors and others; • provisions for income taxes and related valuation allowances and tax uncertainties; • recoverability of equity method investments; • accruals for estimated liabilities, including litigation accruals; • fair value of assets and liabilities acquired under the Purchase Agreement; and • amounts owed to AECOM for contingent consideration. Revenue Recognition The Company derives revenue predominantly by providing construction and operations and management services to government and commercial clients throughout the United States. The Company’s construction, operations and management services are usually provided in association with capital projects, which are predominantly fixed-price contracts that are billed based on project milestones. Contracts with clients may contain advance billing terms, milestone billings based on the completion of certain phases of work or services provided to date, and contract retentions. For further discussion regarding the Company’s revenue from contracts with clients by type of contract, see Note 3 - Revenue, Receivables and Contract Assets and Liabilities. Step 1: Contract Identification The Company does not recognize revenue unless an identified contract with a customer is established. A contract with a customer exists when it has approval and commitment from both parties, the rights and obligations of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability is probable. The Company also evaluates whether a contract should be combined with other contracts and accounted for as a single contract. This evaluation requires judgment and could change the timing of the amount of revenue and profit recorded for a given period. Step 2: Identify Performance Obligations Next, each performance obligation in the contract is identified. A performance obligation is a promise to provide a distinct good or service or a series of distinct goods or services to the customer. Revenue is recognized separately for each performance obligation in the contract. Many of the Company’s contracts have one clearly identifiable performance obligation. However, many contracts provide the customer an integrated service that includes two or more of services associated with construction, operations and management. For these contracts, the Company does not consider the integrated services to be distinct within the context of the contract when the separate scopes of work combine into a single commercial objective or capability for the customer. Accordingly, the Company generally identifies one performance obligation in each contract. The determination of the number of performance obligations in a contract requires significant judgment and could change the timing of the amount of revenue recorded for a given period. Step 3: Determine Contract Price After determining the performance obligations in the contract, the Company determines the contract price. The contract price is the amount of consideration expected to be received from the customer for completing the performance obligation(s). In a fixed-price contract, the contract price is a single lump-sum amount. In reimbursable and time and materials-based contracts, the contract price is determined by the agreed upon rates or reimbursements for time and materials expended in completing the performance obligation(s) in the contract. In the course of providing its services, the Company routinely subcontracts and collaborates with partners providing services and incurs other direct costs. The Company controls the services provided by subcontractors and accounts for such cost at the gross amount as the company is considered the principal. Determination of the contract price is dependent upon a number of factors, including the accuracy of a variety of estimates made at the consolidated balance sheet date, such as estimated costs at completion. Additionally, the Company is required to make estimates for the amount of consideration to be received, including bonuses, awards, incentive fees, claims, unapproved change orders, unpriced change orders, penalties, and liquidated damages. Variable consideration is included in the estimate of the transaction price only to the extent that it is probable that a significant reversal of revenue would not occur when the contingency is resolved. The Company estimates the amount of revenue to be recognized on variable consideration through predominantly applying the most likely amount method. The Company’s estimates of variable consideration and determination of whether to include such amounts in the contract price are based largely on the Company’s assessment of legal enforceability, anticipated performance, and any other information (historical and forecasted) that is reasonably available to the Company. Management continuously monitors factors that may affect the quality of its estimates, and material changes in estimates are disclosed accordingly. Step 4: Assign Contract Price to Performance Obligations After determining the contract price, the Company assigns such price to the performance obligation(s) in the contract. If a contract has multiple performance obligations, the Company assigns the contract price to each performance obligation based on the stand-alone selling prices of the distinct services that comprise each performance obligation. Step 5: Recognize Revenue as Performance Obligations are Satisfied The Company records revenue for contracts with customers as the contracts’ performance obligations are satisfied. Under fixed-unit price contracts, the Company performs a number of units of work at an agreed price per unit with the total payment under the contract determined by the actual number of units delivered. Revenue is recognized for fixed-price contracts using the input method measured on a cost-to-cost basis. This method is reasonable in measuring performance towards completion because it measures the value of all goods and services transferred to the customer. The Company recognizes revenue on performance obligations associated with cost reimbursable contracts based on actual direct costs incurred and the applicable fixed rate or portion of the fixed fee earned as of the consolidated balance sheet date. Under time-and-materials price contracts, the Company negotiates hourly billing rates and charges its customers based on the actual time that it expends on a project. In addition, customers reimburse the Company for materials and other direct incidental expenditures incurred in connection with its performance under the contract. The Company applies a practical expedient to recognize revenue in the amount in which it has the right to invoice if its right to consideration is equal to the value of performance completed to date. Costs incurred may include direct labor, direct materials, subcontractor costs and indirect costs, such as salaries and benefits, supplies and tools, equipment costs and insurance costs. Indirect costs are charged to projects based upon direct costs and overhead allocation rates per dollar of direct costs incurred or direct labor hours worked. The Company has numerous contracts that are in various stages of completion which require estimates to determine the forecasted costs at completion. Due to the nature of the work left to be performed on many of the Company’s contracts, the estimation of total cost at completion for fixed-price contracts is complex, subject to many variables and requires significant judgment. Estimates of total cost at completion are made each period and changes in these estimates are accounted for prospectively as cumulative adjustments to revenue recognized in the current period. If estimates of costs to complete fixed-price contracts indicate a loss, a provision is made through a contract write-down for the total loss anticipated. Change Orders Contracts are often modified to account for changes in contract specifications and requirements. Most of the Company’s contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates are recognized as an adjustment to revenue (either as an increase or decrease) on a cumulative catch-up basis. Claims Sometimes the Company seeks claims for amounts in excess of the contract price for delays, errors in specifications and designs, contract terminations, change orders in dispute or other causes of additional costs incurred. Costs attributable to claims from customers are treated as costs of contract performance as incurred. Government Contracts The Company’s federal government and certain state and local agency contracts are subject to, among other regulations, regulations issued under the Federal Acquisition Regulations (“FAR”). These regulations can limit the recovery of certain specified indirect costs on contracts and subjects the Company to ongoing multiple audits by government agencies such as the Defense Contract Audit Agency (“DCAA”). In addition, most of the Company’s federal and state and local contracts are subject to termination at the discretion of the client. Audits by the DCAA and other agencies consist of reviews of the Company’s overhead rates, operating systems and cost proposals to ensure that the Company accounted for such costs in accordance with the Cost Accounting Standards of the FAR (“CAS”). If the DCAA determines the Company has not accounted for such costs consistent with CAS, the DCAA may disallow these costs. There can be no assurance that audits by the DCAA or other governmental agencies will not result in material cost disallowances in the future. There are no ongoing audits and or material adjustments related to noncompliance are required. The Company is in compliance with all federal and state regulations and is not aware of any material adjustments as of the consolidated balance sheet dates. Commitments and Contingencies For asserted claims and assessments, liabilities are recorded when an unfavorable outcome of a matter is concluded to be probable and the loss is reasonably estimable. With respect to unasserted claims or assessments, management must first determine that the probability that an assertion will be made is likely. Then, a determination as to the likelihood of an unfavorable outcome and the ability to reasonably estimate the potential loss is made. Legal matters are reviewed on a continuous basis to determine if there has been a change in management’s judgment regarding the likelihood of an unfavorable outcome or the estimate of a potential loss. Legal costs are expensed as incurred. Joint Ventures and Variable Interest Entities The Company’s joint ventures, the combination of two or more partners, are generally formed for the execution of a specific contract. Management of the joint venture is typically controlled by a joint venture management committee, comprised of representatives from the joint venture partners. The joint venture management committee normally provides management oversight and controls decisions which could have a significant impact on the joint venture. Some of the Company’s joint ventures have no employees and minimal operating expenses. For these joint ventures, the Company’s employees perform work for the joint venture, which is then billed to a third-party client by the joint venture. For consolidated joint ventures of this type, the Company records the entire amount of the services performed and the costs associated with these services, including the services provided by the other joint venture partners, in the Company’s results of operations. For certain of these joint ventures where a fee is added by an unconsolidated joint venture to client billings, these fees are eliminated to the extent the fee represents billings from the Company to the joint venture. The Company assesses its joint ventures at inception to determine if they meet the qualifications of a variable interest entity ("VIE"). The Company considers a partnership or joint venture a VIE if it has any of the following characteristics: • the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support; • characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity); or • the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. The Company analyzes its joint ventures and classifies them as either: • a VIE that must be consolidated because the Company is the primary beneficiary or the joint venture is not a VIE and the Company holds the majority voting interest with no significant participative rights available to the other partners; or • a VIE that does not require consolidation and is treated as an equity method investment because the Company is not the primary beneficiary or the joint venture is not a VIE and the Company does not hold the majority voting interest. Cash, Cash Equivalents and Restricted Cash The Company from time to time may have bank deposits in excess of insurance limits of the Federal Deposit Insurance Corporation. The Company has not experienced any credit losses in such accounts and believes it is not exposed to any significant credit risk related to its cash and cash equivalents. The Company’s cash equivalents include highly liquid investments which have an initial maturity of three months or less. Cash and cash equivalents as of December 29, 2023 and December 30, 2022, include $ 1 million and $ 4 million, respectively, held by consolidated joint ventures that may not be distributed or used for certain other payments prescribed in the joint venture agreement without consent of the joint venture partners. These balances are presented as restricted cash within the consolidated balance sheets. Accounts Receivable and Allowance for Doubtful Accounts The Company records its accounts receivable net of an allowance for doubtful accounts. This allowance for doubtful accounts is estimated based on management’s evaluation of the contracts involved and the client’s ability and willingness to pay. Allowances for doubtful accounts have been determined through specific identification of amounts considered to be uncollectible and potential write-offs, plus a non-specific allowance for other amounts for which some potential loss has been determined to be probable as of the consolidated balance sheet date based on current and past experience. Property, Plant and Equipment Property, plant and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Expenditures for maintenance and repairs are expensed as incurred. Estimated useful lives range as follows: • Buildings — 10 to 45 years; • Machinery, equipment, and vehicles — 3 to 12 years; • Office furniture and equipment — 3 to 10 years; • Leasehold improvements — the shorter of their estimated useful lives or the remaining terms of the underlying lease agreement. Property, plant and equipment to be held and used are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. The carrying amount of an asset to be held and used is not recoverable if it exceeds the sum of the undiscounted cash flows expected from the use and eventual disposition of the asset. For assets to be held and used, impairment losses are recognized based upon the excess of the asset’s carrying amount over the fair value of the asset. For property, plant and equipment assets to be disposed, impairment losses are recognized at the lower of the carrying amount or fair value less cost to sell. There was no impairment to property, plant and equipment for the fiscal years ended December 29, 2023 and December 30, 2022. Intangible Assets The estimated useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. The estimated useful lives for trademarks and customer contracts are seven years and six years, respectively. Intangible assets are amortized over the shorter of their contractual term or estimated useful life. The Company considers events or circumstances that may warrant revised estimates of useful lives or that may indicate impairment. There was no impairment to intangible assets for the fiscal years ended December 29, 2023 or December 30, 2022. Insurance Reserves The Company maintains insurance for certain insurable business risks. Insurance coverage contains various retention and deductible amounts for which the Company accrues a liability based upon reported claims and an actuarially determined estimated liability for certain claims incurred but not reported. It is generally the Company’s policy not to accrue for any potential legal expense to be incurred in defending the Company’s position. Leases The Company enters into lease arrangements for real estate, construction equipment and information technology equipment in the normal course of business. The Company determines if an arrangement is or contains a lease at inception of the arrangement. An arrangement is determined to be a lease if it conveys the right to control the use of identified property and equipment for a period of time in exchange for consideration. Operating lease right-of-use assets are recognized as the present value of future lease payments over the lease term as of the commencement date, plus any lease payments made prior to commencement, and less any lease incentives received. Operating lease liabilities are recognized as the present value of the future lease payments over the lease term as of the commencement date. Operating lease expense is recognized based on the undiscounted future lease payments over the remaining lease term on a straight-line basis. Lease expense related to short-term leases is recognized on a straight-line basis over the lease term. Determinations with respect to lease term (including any renewals and terminations), incremental borrowing rate used to discount lease payments, variable lease expense and future lease payments require the use of judgment based on the facts and circumstances related to each lease. The Company considers various factors, including economic incentives, intent, past history and business need, to determine the likelihood that a renewal option will be exercised. Right-of-use assets are evaluated for impairment in accordance with the Company’s policy for impairment of long-lived assets. Non-controlling Interests Non-controlling interests represent the equity investments of the minority owners in the Company’s joint ventures and other subsidiary entities that are consolidated in its financial statements. Fair Value Accounting The Company categorizes its financial instruments using a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. The classification of a financial asset or liability within the hierarchy is determined based on the lowest level (least observable) input that is significant to the fair value measurement. Other than the contingent consideration, there were no assets and liabilities measured at fair value on a recurring basis as of December 29, 2023 or December 30, 2022. Income Taxes The Company accounts for income taxes using the asset and liability method. This method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that its management believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, it will make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. The Company records uncertain tax positions using a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Segment The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in financial statements. Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions on how to allocate resources and assess performance. Based on how the Company’s Chief Executive Officer as the CODM reviews financial performance and allocates resources on a recurring basis, the Company has one operating segment and one reportable segment. Stock-Based Compensation All stock-based payments (to the extent that they are compensatory) are recognized as an expense in the Company’s consolidated statements of operations based on their fair values on the grant date. The Company accounts for forfeitures when they occur. The Company recognizes stock-based compensation expense on a straight-line basis over the service period of the award, which is no greater than four years. See Note 8 - Stock Compensation, for discussion of stock-based compensation and incentive plans. Accounting Standards Not Yet Adopted Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on the consolidated financial statements. In November 2023, the FASB issued ASU 2023-07 to enhance disclosures of significant expense and segment profitability categories and amounts for reportable business segments. The amendment is effective in annual periods beginning after December 15, 2023 and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 to improve disclosures and presentation requirements to the transparency of the income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendment is effective in annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on it future consolidated financial statements. |
Revenue Receivables and Contrac
Revenue Receivables and Contract Assets and Liabilities | 12 Months Ended |
Dec. 29, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Receivables and Contract Assets and Liabilities | Note 3. Revenue, Receivables and Contract Assets and Liabilities The following table presents the Company’s revenue disaggregated by contract types: Fiscal Year Ended December 29, December 30, (In thousands) 2023 2022 Fixed-price $ 567,224 $ 601,903 Cost reimbursable 57,063 54,835 Equipment and labor 8,519 7,420 Total revenue $ 632,806 $ 664,158 Projects started after the AECOM Sale Transactions ("Shimmick Projects") have focused on water infrastructure and other critical infrastructure. Projects that started prior to consummation of the AECOM Sale Transactions are referred to as "Legacy Projects". The following table presents the Company’s revenue disaggregated by Shimmick Projects and Legacy Projects: Fiscal Year Ended December 29, December 30, (In thousands) 2023 2022 Shimmick Projects $ 434,297 $ 350,667 Legacy Projects 198,509 313,491 Total revenue $ 632,806 $ 664,158 Remaining performance obligations The Company had $ 1.1 billion of remaining performance obligations yet to be satisfied as of December 29, 2023. Our remaining performance obligations have a weighted average life of 2.0 years as of December 29, 2023. Contract Balances The following table provides information about contract assets (also referred to as costs and estimated earnings in excess of billings on uncompleted contracts and retainage receivable) and contract liabilities (also referred to as billings on uncompleted contracts in excess of costs and estimated earnings and forward loss reserve), which include assets and liabilities that are dependent upon future activity: December 29, December 30, 2023 2022 Change (In thousands) Contract assets, current and non-current: Costs and estimated earnings in excess of billings on uncompleted contracts $ 125,943 $ 116,120 $ 9,823 Retainage receivable 48,316 48,805 ( 489 ) Total contract assets 174,259 164,925 9,334 Contract liabilities, current and non-current: Billings on uncompleted contracts in excess of costs and estimated earnings ( 48,841 ) ( 56,963 ) 8,122 Forward loss reserve ( 70,159 ) ( 108,608 ) 38,449 Total contract liabilities ( 119,000 ) ( 165,571 ) 46,571 Net $ 55,259 $ ( 646 ) $ 55,905 Contract terms with customers include the timing of billing and payment, which usually differs from the timing of revenue recognition. As a result, the Company carries contract assets and liabilities within the consolidated balance sheets. These contract assets and liabilities are calculated on a contract-by-contract basis and reported on a net basis at the end of each period and are classified as current or non-current. Many of the contracts under which the Company performs work also contain retainage provisions. Retainage refers to that portion of our billings held for payment by the customer pending satisfactory completion of the project. Unless reserved, the Company assumes that all amounts retained by customers under such provisions are fully collectible. These assets and liabilities are reported in the consolidated balance sheets within “Contract assets, current,” “Contract assets, non-current,” “Contract liabilities, current" and “Contract liabilities, non-current." Costs and estimated earnings in excess of billings on uncompleted contracts consists of revenue recognized in excess of billings. Billings on uncompleted contracts in excess of costs and estimated earnings consists of billings in excess of revenue recognized. The Company recognized revenue of $ 73 million during the fiscal year ended December 29, 2023 that was included in contract liabilities as of December 30, 2022. The Company’s timing of revenue recognition may not be consistent with its rights to bill and collect cash from its clients. Those rights are generally dependent upon advance billing terms, milestone billings based on the completion of certain phases of work or when services are performed. The Company’s accounts receivable represents amounts billed to clients that have yet to be collected and represent an unconditional right to cash from its clients as presented below. December 29, December 30, 2023 2022 (In thousands) Total accounts receivable, gross $ 55,202 $ 57,395 Allowance for doubtful accounts ( 1,024 ) ( 965 ) Accounts receivable, net $ 54,178 $ 56,430 Substantially all contract assets as of December 29, 2023 and December 30, 2022 are expected to be collected within the Company’s estimated operating cycle, except for retainage and claims pertaining to certain contracts. The Company’s operating cycle may extend beyond one year. The Company is in the process of negotiating or awaiting approval of unapproved change orders and claims with its customers. The Company is proceeding with its contractual rights to recoup additional costs incurred from its customers based on completing work associated with change orders, including change orders with pending change order pricing, or claims related to significant changes in scope which resulted in substantial delays and additional costs in completing the work. The Company may take legal action if it and the customer cannot reach a mutually acceptable resolution. Information about significant customers Significant Customers as a Percentage of Accounts Receivable, Net As of December 29, 2023 Customer one 32.5 % Customer two 21.7 % As of December 30, 2022 Customer one 31.4 % Customer two 21.4 % Customer three 14.4 % Significant Customers as a Percentage of Revenue Fiscal Year Ended December 29, 2023 Customer one 16.7 % Customer two 14.5 % Customer three 12.9 % Fiscal Year Ended December 30, 2022 Customer one 12.1 % Customer two 10.9 % Customer three 10.8 % Customer four 10.1 % Revisions in Estimates Changes in contract estimates resulted in net decreases in gross margin of $ 10 million for the fiscal year ended December 29, 2023, primarily due to increased forecasted costs to complete and an agreed upon contract settlement lower than previously estimated, partially offset by increases in gross margin on an outstanding claim. The Company’s results of operations were materially impacted by an increase in the forecasted costs to complete on projects associated with a canal lock chamber, waterway canal and water desalination which reduced gross margin by a total of $ 18 million in fiscal year 2022. The increases in forecasted costs were primarily due to significantly reduced productivity and schedule delays as a result of the COVID-19 pandemic, unexpected underwater soil conditions, project design modifications and associated scheduling delays. |
Joint Ventures and Variable Int
Joint Ventures and Variable Interest Entities | 12 Months Ended |
Dec. 29, 2023 | |
Joint Ventures and Variable Interest Entities Disclosure [Abstract] | |
Joint Ventures and Variable Interest Entities | Note 4. Joint Ventures and Variable Interest Entities A summary of financial information of the consolidated joint ventures is as follows: December 29, December 30, 2023 2022 (In thousands) Current assets $ 34,071 $ 29,485 Non-current assets 8,971 8,235 Total assets 43,042 37,720 Current liabilities 59,602 22,603 Non-current liabilities 2,013 56,595 Total liabilities $ 61,615 $ 79,198 Fiscal Year Ended December 29, December 30, 2023 2022 (In thousands) Revenue $ 23,599 $ 27,190 The assets of the Company’s consolidated joint ventures are restricted for use only by the particular joint venture and are not available for the general operations of the Company. A summary of financial information of the unconsolidated joint ventures, as derived from their financial statements, is as follows: December 29, December 30, 2023 2022 (In thousands) Current assets $ 74,498 $ 78,228 Non-current assets 14,333 25,026 Total assets 88,831 103,254 Current liabilities 42,817 63,240 Total liabilities $ 42,817 $ 63,240 Fiscal Year Ended December 29, December 30, 2023 2022 (In thousands) Revenue $ 80,727 $ 430,634 Cost of revenue 64,793 332,528 Gross margin 15,934 98,106 Net income $ 15,934 $ 98,106 Contractually required support provided to the Company’s joint ventures is discussed in Note 12 - Commitments and Contingencies. Related Party Transactions We often provide construction management and other subcontractor services to the Company’s joint ventures and revenue includes amounts related to these services which is eliminated to the extent of our ownership. Revenue included related to services provided to unconsolidated joint venture related parties is as follows: Fiscal Year Ended December 29, December 30, 2023 2022 (In thousands) Revenue $ 3,415 $ 7,420 Amounts included in the consolidated balance sheets related to services provided to unconsolidated joint ventures for the periods ended December 29, 2023 and December 30, 2022 are as follows: December 29, December 30, 2023 2022 (In thousands) Accounts receivable, net $ 2,092 $ 5,045 |
Property Plant and Equipment an
Property Plant and Equipment and Intangible Assets | 12 Months Ended |
Dec. 29, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment and Intangible Assets | Note 5. Property, Plant and Equipment and Intangible Assets The following table summarizes the components of property, plant and equipment as of December 29, 2023 and December 30, 2022. December 29, 2023 December 30, 2022 (In thousands) Building and land $ 4,002 $ 3,887 Machinery, equipment, and vehicles 70,250 67,698 Office furniture and equipment 9,324 7,891 Property, plant and equipment, gross 83,576 79,476 Accumulated depreciation ( 37,203 ) ( 24,268 ) Property, plant and equipment, net $ 46,373 $ 55,208 Fiscal Year Ended December 29, December 30, 2023 2022 (In thousands) Depreciation expense $ 14,338 $ 13,047 Depreciation is recorded within cost of revenue and selling, general and administrative expenses and is calculated using the straight-line method over the estimated useful lives of the assets, or in the case of leasehold improvements and capitalized leases, the lesser of the remaining term of the lease or its estimated useful life. The following table presents the Company’s finite-lived intangible assets, including the weighted- average useful lives for each major intangible asset category and in total: December 29, 2023 Weighted Average Remaining Useful Life Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net (In thousands) Trademark 4 $ 10,600 $ ( 4,543 ) $ 6,057 Customer contracts 3 6,527 ( 3,340 ) 3,187 Total $ 17,127 $ ( 7,883 ) $ 9,244 December 30, 2022 Weighted Average Remaining Useful Life Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net (In thousands) Trademark 5 $ 10,600 $ ( 3,029 ) $ 7,571 Customer contracts 4 6,709 ( 2,236 ) 4,473 Total $ 17,309 $ ( 5,265 ) $ 12,044 Amortization of intangibles was $ 3 million for each of the fiscal years ended December 29, 2023 and December 30, 2022 and is recorded as amortization of intangibles within the consolidated statements of operations. The Company’s estimated aggregate remaining amortization is as follows: Amortization Expense (In thousands) 2024 $ 2,577 2025 2,577 2026 2,577 2027 1,513 Total $ 9,244 Significant Transaction The Company executed a $ 35 million Membership Interest Purchase Agreement on June 30, 2023 for the sale of non-core business contracts. A gain on the sale of non-core business contracts of $ 30 million was recorded within gain on sale of assets after consummation of the transaction during the third quarter of 2023 after a $ 5 million adjustment to the purchase price. The company received $ 30 million in cash during the third quarter of 2023. |
Debt
Debt | 12 Months Ended |
Dec. 29, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 6. Debt Total debt outstanding is presented on the consolidated balance sheets as follows: (In thousands) December 29, 2023 December 30, 2022 Revolving Credit Facility $ 29,914 $ — Total debt 29,914 — Unamortized debt issuance costs ( 287 ) — Long-term debt, net $ 29,627 $ — Revolving Credit Facility On March 27, 2023, we entered into a Revolving Credit Facility Agreement (“Revolving Credit Facility”) with MidCap Financial Services, LLC, which originally provided a total commitment of $ 30 million. The Revolving Credit Facility was subsequently amended on June 30, 2023 and September 22, 2023. As amended, the Revolving Credit Facility provides for a total commitment of $ 35 million and bears interest at an annual rate of adjusted term SOFR, subject to a 1.0 % floor, plus 4.50 %. Further, the Revolving Credit Facility is subject to an annual collateral management fee of 0.50 % and an annual unused line fee of 0.50 %. The Revolving Credit Facility Agreement matures on March 27, 2028 and requires the Company to maintain a leverage ratio that does not exceed 1.75 to 1.0. The Company is not aware of any instances of noncompliance with financial covenants as of December 29, 2023. Following the IPO, we used the net proceeds we received from our IPO, together with cash on hand, to repay all outstanding borrowing under our Revolving Credit Facility. Subsequent to the repayment, we drew $ 30 million on our Revolving Credit Facility to fund working capital requirements. Project Financing Agreement On March 26, 2024, we entered into a Project Financing Agreement with Berkshire Hathaway Specialty Insurance Company, National Liability & Fire Insurance Company and National Indemnity Company (collectively "Berkshire") which provides an advance of up to $ 25 million in exchange for security interest in the assigned and secured collateral specified in the Project Financing Agreement. If drawn, the advance will be used to satisfy bond and bonded contract obligations and bears interest at an annual rate of adjusted term SOFR, subject to a 1.0 % floor, plus 4.50 %. All funds provided by Berkshire under the Project Financing Agreement as well as all accrued interest are due and payable in full on March 28, 2028. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 29, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7. Income Taxes The components of the provision for income taxes are as follows: Fiscal Year Ended December 29, 2023 December 30, 2022 (In thousands) Current taxes: Federal $ — $ 1,030 State — 244 Total current taxes — 1,274 Deferred taxes: Federal — — State — — Total deferred taxes — — Provision for income taxes $ — $ 1,274 The differences between income taxes expected at the U.S. federal statutory income tax rate of 21 % and the reported income tax (benefit) expense are summarized as follows: Fiscal Year Ended December 29, 2023 December 30, 2022 (In thousands) Expected income tax (benefit) expense at federal statutory rate $ ( 480 ) $ 1,070 State income taxes, net of federal income tax benefit 27 790 Return to provision true-up 1,774 — Permanent items 562 72 Contingent consideration — 1,987 Change in valuation allowance 5,248 ( 2,645 ) State rate change ( 7,131 ) — Reported provision for income taxes $ — $ 1,274 Effective tax rate 0 % 25 % Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred tax liabilities and assets are as follows: December 29, 2023 December 30, 2022 (In thousands) Deferred tax liabilities: Depreciation and amortization $ ( 10,598 ) $ ( 12,682 ) Right-of-use asset ( 6,654 ) ( 6,169 ) Total deferred tax liabilities $ ( 17,252 ) $ ( 18,851 ) Deferred tax assets: Intangible assets $ 34,457 $ 35,818 Contract loss reserve 11,143 17,687 Investment in partnerships 16,453 25,645 Lease liability 6,586 6,132 Stock compensation 1,428 804 Accrued expenses and reserves 5,895 9,409 Section 382 limitation 39,622 30,070 Net operating loss carryforwards 24,629 11,003 Other deferred tax assets 715 711 Total deferred tax assets $ 140,928 $ 137,279 Net deferred tax assets before valuation allowance 123,676 118,428 Less: Valuation allowance ( 123,676 ) ( 118,428 ) Net deferred tax assets $ — $ — As of December 29, 2023 and December 30, 2022, gross deferred tax assets were $ 141 million and $ 137 million, respectively. The Company has recorded a valuation allowance of $ 124 million and $ 118 million as of December 29, 2023 and December 30, 2022, respectively. The Company has performed an assessment of positive and negative evidence, including the nature, frequency, and severity of cumulative financial reporting losses in recent years, the future reversal of existing temporary differences, predictability of future taxable income exclusive of reversing temporary differences of the character necessary to realize the asset, relevant carryforward periods, taxable income in carry-back years if carry- back is permitted under tax law, and prudent and feasible tax planning strategies that would be implemented, if necessary, to protect against the loss of the deferred tax asset that would otherwise expire. The $ 6 million increase in the valuation allowance is attributed to the full valuation allowance being recorded on all increases in deferred tax assets in the current period. The Company recognizes interest and penalties related to tax matters as a component of “Selling, general and administrative expenses” in the accompanying consolidated statements of operations. At December 29, 2023, the Company had U.S. federal and state net operating loss (“NOL”) carryforwards of $ 89 million and $ 87 million, respectively. The U.S. federal NOL carryforward does not expire and can be carried forward indefinitely, but can only offset up to 80% of taxable income in future years. The state NOL carryforwards have both indefinite and limited carryforward periods, depending on state jurisdictions, and expire beginning in 2036 through 2042 . At December 29, 2023, the Company had a full valuation allowance related to the tax-effected amount of these net operating losses. The Company had no unrecognized tax benefits recorded at December 29, 2023. The Company files income tax returns in numerous tax jurisdictions, including the U.S. and multiple U.S. states. The statute of limitations generally ranges from three to five years for major jurisdictions in which the Company operates. Prior to the acquisition, Shimmick filed as a subsidiary of their parent company, AECOM. In connection with the separation, the Company entered into a tax matters agreement. Under the tax matters agreement, AECOM is generally responsible for all taxes associated with consolidated federal and state filings imposed on AECOM and its subsidiaries (including Shimmick) with respect to taxable periods ended on or prior to January 1, 2021. Also, pursuant to this agreement, AECOM is generally responsible for all taxes associated with separately filed state and local tax filings imposed on Shimmick and its subsidiaries with respect to taxable periods ended on or prior to January 1, 2021. Under these circumstances, Shimmick is only liable for tax periods filed on a standalone basis following the acquisition date. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 29, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 8. Stock-Based Compensation On April 12, 2021, the Company’s Board approved the Company’s 2021 Stock Plan (the “2021 Stock Plan”). The 2021 Stock Plan reserves 5,477,200 of the Company’s shares for issuance of incentive instruments, including Incentive Stock Options (“ISOs”), Non-statutory Stock Options, Stock Appreciation Rights, Restricted Stock Awards, and Restricted Stock Unit Awards. ISOs granted under the Plan have a term of 10 years and vest over four years of service. On November 13, 2023, the Company’s Board approved the Shimmick Corporation 2023 Equity Incentive Plan (the “2023 Omnibus Incentive Plan”). The maximum aggregate number of shares of Common Stock available is 3,729,149 under the 2023 Omnibus Incentive Plan (equal to ten percent (10%) of the Company’s Common Stock outstanding immediately following the completion of the Company’s IPO on November 16, 2023 plus (ii) the reserved and authorized shares for awards under the Company’s 2021 Stock Plan that were not granted as of November 13, 2023). The maximum aggregate number of shares of Common Stock that may be issued under the 2023 Omnibus Incentive Plan will automatically increase annually on the first day of each fiscal year, beginning with the 2024 fiscal year in an amount equal to five percent (5%) of Common Stock outstanding on the last day of the immediately preceding fiscal year unless the plan administration determines that a lesser amount should instead be issued. The shares reserved under the 2023 Omnibus Incentive Plan are for issuance of incentive instruments, including stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance units and other share-based awards. Total compensation expense related to stock-based grants was $ 2 million for each of the fiscal years ended December 29, 2023 and December 30, 2022. Unrecognized compensation expense related to stock-based grants to employees of Shimmick outstanding as of December 29, 2023 and December 30, 2022 was $ 3 million and $ 5 million, respectively, to be recognized on a straight-line basis over the awards’ weighted average remaining vesting period of 1.3 years and 2.3 years, respectively. For the fiscal year ended December 29, 2023, stock option activity was as follows: Stock Options Number of shares Weighted average exercise price per share Weighted average grant date fair value Weighted average years of remaining contractual term Outstanding as of December 30, 2022 4,489,094 $ 1.26 $ — 8.33 Exercised ( 10,077 ) 1.26 — — Forfeited ( 184,888 ) 1.26 0.28 — Vested ( 156,946 ) 1.26 — — Outstanding as of December 29, 2023 4,137,183 1.26 — 7.60 Exercisable as of December 29, 2023 2,701,306 $ 1.26 $ — 7.60 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 29, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 9. Earnings Per Share Basic earnings per share (“EPS”) is calculated based on the weighted average shares outstanding during the period. Diluted earnings per share includes the dilutive effect of employee and director stock options. Stock options are considered dilutive whenever the exercise price is less than the average market price of the stock during the period and antidilutive whenever the exercise price exceeds the average market price of the common stock during the period. All 4.1 and 4.5 million employee stock options were excluded from the calculation of diluted earnings per share for the fiscal years ended December 29, 2023 and December 30, 2022, respectively, as they are antidilutive to the EPS calculation. The computation of basic and diluted EPS is as follows: Fiscal Year Ended (In thousands, except per share data) December 29, December 30, Numerator: Net (loss) income attributable to Shimmick Corporation $ ( 2,546 ) $ 3,760 Numerator for basic and diluted EPS $ ( 2,546 ) $ 3,760 Denominator: Denominator for basic EPS - weighted average shares 22,356 21,909 Effect of dilutive securities: Employee stock options — — Dilutive potential common shares — — Denominator for diluted EPS - adjusted weighted average shares and assumed conversions 22,356 21,909 Basic EPS $ ( 0.11 ) $ 0.17 Diluted EPS $ ( 0.11 ) $ 0.17 |
Leases
Leases | 12 Months Ended |
Dec. 29, 2023 | |
Leases [Abstract] | |
Leases | Note 10. Leases Lease expenses recorded within the consolidated statements of operations are comprised as follows: Fiscal Year Ended (In thousands) December 29, 2023 December 30, 2022 Operating lease cost Cost of revenue $ 11,351 $ 10,267 Selling, general and administrative expenses 1,210 1,539 Finance lease cost (all in cost of revenue): Amortization of right-of-use assets 282 300 Interest on lease liabilities 50 34 Short-term lease cost 594 382 Total lease cost $ 13,487 $ 12,522 Additional consolidated balance sheets information related to leases is as follows: Balance Sheet December 29, December 30, (In thousands) Classification 2023 2022 Assets: Operating lease assets Lease right-of-use assets $ 23,568 $ 21,811 Finance lease assets Lease right-of-use assets 287 879 Total lease assets $ 23,855 $ 22,690 Liabilities: Current: Operating lease liabilities Other current liabilities $ 8,247 $ 7,767 Finance lease liabilities Other current liabilities 317 313 Total current lease liabilities $ 8,564 $ 8,080 Non-current: Operating lease liabilities Lease liabilities, non-current $ 15,017 $ 13,861 Finance lease liabilities Lease liabilities, non-current 28 581 Total non-current lease liabilities $ 15,045 $ 14,442 Weighted average remaining lease term information related to leases is as follows: December 29, December 30, 2023 2022 Weighted average remaining lease term (in years): Operating leases 3.4 4.1 Finance leases 1.1 2.1 Weighted average discount rate: Operating leases 6.3 % 5.3 % Finance leases 9.9 % 3.2 % Supplemental cash flow information related to leases is as follows: Fiscal Year Ended December 29, December 30, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,070 $ 11,852 Financing cash flows from finance leases $ 303 $ 303 Right-of-use assets obtained in exchange for new operating leases $ 13,215 $ 11,300 Total remaining lease payments under both the Company’s operating and finance leases are as follows: Operating Financing Year Leases Leases (In thousands) 2024 $ 9,421 $ 337 2025 8,363 28 2026 3,532 — 2027 1,912 — 2028 1,718 — Thereafter 808 — Total lease payments 25,754 365 Amounts representing interest ( 2,490 ) ( 20 ) Total lease liabilities $ 23,264 $ 345 |
Employee Retirement Plans
Employee Retirement Plans | 12 Months Ended |
Dec. 29, 2023 | |
Retirement Benefits [Abstract] | |
Employee Retirement Plans | Note 11. Employee Retirement Plans Defined Contribution Profit Sharing Plan The Company sponsors a defined contribution profit sharing plan covering substantially all non-union persons employed by the Company, whereby employees may contribute a percentage of compensation, limited to maximum allowed amounts under the Internal Revenue Code. The Company made matching contributions of $ 2 million for each of the fiscal years ended December 29, 2023 and December 30, 2022. Multiemployer Pension Plans The Company participates in construction-industry multiemployer pension plans. Generally, the plans provide defined benefits to substantially all employees covered by collective bargaining agreements. Under the Employee Retirement Income Security Act, a contributor to a multiemployer plan is liable, upon termination or withdrawal from a plan, for its proportionate share of a plan’s unfunded vested liability. The Company’s aggregate contributions to these multiemployer plans were $ 15 million and $ 17 million for the fiscal years ended December 29, 2023 and December 30, 2022, respectively. Our participation in significant plans for the fiscal years ended December 29, 2023 and December 30, 2022 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the three digit plan number. The zone status is based on the latest information that the Company received from the plan and is certified by the plan’s actuary. Plans in the red zone are generally less than 65 % funded, plans in the yellow zone are generally less than 80 % funded, and plans in the green zone are generally at least 80 % funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. The “Surcharge Imposed” column includes plans in a red zone status that require a payment of a surcharge in excess of regular contributions. Pension Protection Act Company Contributions Pension Fund EIN/Pension Plan Number 2023 2022 FIP/RP Status Pending or Implemented December 29, 2023 December 30, 2022 Surcharge Imposed Pension Trust Fund for the Operating Engineers 94-6090764 Green Yellow NA $ 1,852 $ 1,857 No Tri-State Carpenters & Joiners Pension Trust Fund 62-0976048 Described below (1) Yellow NA 1,722 1,818 No Carpenters Pension Trust Fund for Northern California 94-6050970 Red Red Implemented 1,454 1,613 No California Ironworkers Field Pension Fund 95-6042866 Green Green NA 1,112 1,931 No Laborers Pension Trust Fund for Northern California 94-6277608 Green Green NA 1,366 1,389 No Central Pension Fund of the IUOE & Participating Employers 36-6052390 Described below (1) Green NA 1,006 949 No Ironworkers District Council of TN Valley & Vicinity Welfare Pension Plans 62-6098036 Described below (1) Green NA 882 839 No Operating Engineers Trust Fund 95-6032478 Described below (1) Green NA 823 986 No Southwest Carpenters Pension Fund 95-6042875 Green Green NA 619 651 No San Diego County Construction Laborers Pension Trust Fund 95-6090541 Green Green NA 580 343 No Construction Laborers Pension Trust for Southern California 43-6159056 Described below (1) Green NA 566 1,060 No Southern California IBEW-NECA Pension Trust Fund 95-6392774 Described below (1) Yellow NA 497 703 No IBEW Local 595 Pension Plan 94-6279541 Described below (1) Green NA 297 503 No San Diego Electrical Pension Plan 95-6101801 Described below (1) Green NA 268 148 No San Diego County Cement Masons Pension Plan 95-6267660 Described below (1) Yellow NA 209 92 No Northern California Pipe Trades Pension Plan 94-3190386 Described below (1) Green NA 77 441 No Contributions to other multiemployer plans 1,324 1,355 Total contributions made $ 14,654 $ 16,678 (1) For the plans noted above, we have not received a funding notification that covers the fiscal year presented during the preparation of the financial statements. Under Federal pension law, if a multiemployer pension plan is determined to be in critical or endangered status, the plan must provide notice of this status to participants, beneficiaries, the bargaining parties, the Pension Benefit Guaranty Corporation, and the Department of Labor. The Company has also observed that these plans have not submitted any Critical or Endangered Status Notices to the Department of Labor for calendar years that the Company has not received notification. The Critical or Endangered Status Notices can be accessed at https://www.dol.gov/agencies/ebsa/about-ebsa/our-activities/public-disclosure/critical-status-notices The Company is not aware of any significant future obligations or funding requirements related to these plans other than the ongoing contributions that are paid as hours are worked by plan participants. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 29, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies In the Company’s joint venture arrangements, the liability of each partner is usually joint and several. This means as each joint venture partner may become liable for the entire risk of performance guarantees provided by each partner to the customer. Typically, each joint venture partner indemnifies the other partners for any liabilities incurred in excess of the liabilities the other party is obligated to bear under the respective joint venture agreement. In addition, the Company may be required to guarantee performance directly to the customer. The Company is unable to estimate the maximum potential amount of future payments that the Company could be required to make under outstanding performance guarantees related to joint venture projects due to a number of factors, including but not limited to, the nature and extent of any contractual defaults by the other joint venture partners, resource availability, potential performance delays caused by the defaults, the location of the projects, and the terms of the related contracts. In the ordinary course of business, the Company is subject to other claims, lawsuits, investigations and disputes arising out of the conduct of its business, including matters relating to commercial transactions, government contracts, and employment matters. The Company recognizes a liability for contingencies that are probable of occurrence and reasonably estimable. To date, no such matters are material to the consolidated statements of operations. In certain contracts, there are provisions that require the Company to pay liquidated damages if the Company is responsible for the failure to meet specified contractual milestone dates and the applicable customer asserts a conforming claim under these provisions. These contracts define the conditions under which customers may make claims against the Company for liquidated damages. Based upon the evaluation of performance and other commercial and legal analysis, management has recognized relevant probable liquidated damages as of December 29, 2023 and December 30, 2022, and believes that the ultimate resolution of such matters will not materially affect the Company's consolidated financial position, results of operations, or cash flows. The Company has recorded contingent consideration as of December 29, 2023 and December 30, 2022 at its estimated fair value. The Company is unable to reasonably determine an estimated range of amounts of the payments that could be made due to the uncertainty of future events. Guarantees The Company obtains bonding on construction contracts through third-party bonding companies. As is customary in the construction industry, the Company indemnifies the third-party bonding companies for any losses incurred by it in connection with bonds that are issued. The Company has granted the third-party bonding companies a security interest in accounts receivable, contract assets and contract rights for that obligation. The Company typically indemnifies contract owners for claims arising during the construction process and carries insurance coverage for such claims. Letters of Credit In the ordinary course of business and under certain contracts, the Company is required to post standby letters of credit for its insurance carriers. At December 29, 2023 and December 30, 2022, the total amount of standby letters of credit outstanding were $ 0 and $ 8 million, respectively. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 29, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), and in conformity with the rules and regulations of the Securities and Exchange Commission. A statement of comprehensive income is not presented as the Company’s results of operations do not contain any items classified as comprehensive income. All intercompany accounts and transactions have been eliminated. In preparing these consolidated financial statements, subsequent events were evaluated through the time the financial statements were issued. Financial statements are considered issued when they are widely distributed to all stockholders and other financial statement users, or filed with the SEC. |
Change in Presentation | Change in Presentation Certain prior period balances in the consolidated balance sheets and statements of cash flows and accompanying notes have been combined or rounded to conform to current period presentation. These changes had no impact on net (loss) income, cash flows, assets and liabilities, or equity previously reported. |
Stock Split | Stock Split On October 23, 2023, the Board of Directors (the "Board") approved an amendment to the Company’s Certificate of Incorporation in order to effect a stock split of the Company’s Common Stock. Further, the Board authorized 100,000,000 shares of Common Stock, with a par value of $ 0.01 par value per share and 25,000,000 shares of Preferred Stock, with a par value of $ 0.01 per share. Upon the effectiveness of the filing of the amendment, each share of common stock, par value $ 0.01 per share (the “Old Common Stock”), issued and outstanding automatically, without further action on the part of the Company or any holder of such Old Common Stock, was reclassified as and became 2.7386 validly issued, fully paid and non-assessable shares of Common Stock. There were no fractional shares issued with respect to the reclassification of shares of Old Common Stock. In lieu of fractional shares, the Company rounded up to the nearest whole number of shares of Common Stock. The Company has retro-actively applied the stock split made effective on October 23, 2023, to share and per share amounts in the consolidated financial statements. |
Fiscal Year | Fiscal Year The Company’s fiscal years consist of 52 or 53 weeks, ending on the Friday closest to December 31. Fiscal year 2023 commenced on December 31, 2022 and ended on December 29, 2023. Fiscal year 2022 commenced on January 1, 2022 and ended on December 30, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from estimates and significant estimates affecting amounts reported in the consolidated financial statements are: • project revenues, costs and profits at completion of the Company’s contracts with customers, including recognition of estimated losses on uncompleted contracts; • claims against customers and recoveries of costs from subcontractors, vendors and others; • provisions for income taxes and related valuation allowances and tax uncertainties; • recoverability of equity method investments; • accruals for estimated liabilities, including litigation accruals; • fair value of assets and liabilities acquired under the Purchase Agreement; and • amounts owed to AECOM for contingent consideration. |
Revenue Recognition | Revenue Recognition The Company derives revenue predominantly by providing construction and operations and management services to government and commercial clients throughout the United States. The Company’s construction, operations and management services are usually provided in association with capital projects, which are predominantly fixed-price contracts that are billed based on project milestones. Contracts with clients may contain advance billing terms, milestone billings based on the completion of certain phases of work or services provided to date, and contract retentions. For further discussion regarding the Company’s revenue from contracts with clients by type of contract, see Note 3 - Revenue, Receivables and Contract Assets and Liabilities. Step 1: Contract Identification The Company does not recognize revenue unless an identified contract with a customer is established. A contract with a customer exists when it has approval and commitment from both parties, the rights and obligations of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability is probable. The Company also evaluates whether a contract should be combined with other contracts and accounted for as a single contract. This evaluation requires judgment and could change the timing of the amount of revenue and profit recorded for a given period. Step 2: Identify Performance Obligations Next, each performance obligation in the contract is identified. A performance obligation is a promise to provide a distinct good or service or a series of distinct goods or services to the customer. Revenue is recognized separately for each performance obligation in the contract. Many of the Company’s contracts have one clearly identifiable performance obligation. However, many contracts provide the customer an integrated service that includes two or more of services associated with construction, operations and management. For these contracts, the Company does not consider the integrated services to be distinct within the context of the contract when the separate scopes of work combine into a single commercial objective or capability for the customer. Accordingly, the Company generally identifies one performance obligation in each contract. The determination of the number of performance obligations in a contract requires significant judgment and could change the timing of the amount of revenue recorded for a given period. Step 3: Determine Contract Price After determining the performance obligations in the contract, the Company determines the contract price. The contract price is the amount of consideration expected to be received from the customer for completing the performance obligation(s). In a fixed-price contract, the contract price is a single lump-sum amount. In reimbursable and time and materials-based contracts, the contract price is determined by the agreed upon rates or reimbursements for time and materials expended in completing the performance obligation(s) in the contract. In the course of providing its services, the Company routinely subcontracts and collaborates with partners providing services and incurs other direct costs. The Company controls the services provided by subcontractors and accounts for such cost at the gross amount as the company is considered the principal. Determination of the contract price is dependent upon a number of factors, including the accuracy of a variety of estimates made at the consolidated balance sheet date, such as estimated costs at completion. Additionally, the Company is required to make estimates for the amount of consideration to be received, including bonuses, awards, incentive fees, claims, unapproved change orders, unpriced change orders, penalties, and liquidated damages. Variable consideration is included in the estimate of the transaction price only to the extent that it is probable that a significant reversal of revenue would not occur when the contingency is resolved. The Company estimates the amount of revenue to be recognized on variable consideration through predominantly applying the most likely amount method. The Company’s estimates of variable consideration and determination of whether to include such amounts in the contract price are based largely on the Company’s assessment of legal enforceability, anticipated performance, and any other information (historical and forecasted) that is reasonably available to the Company. Management continuously monitors factors that may affect the quality of its estimates, and material changes in estimates are disclosed accordingly. Step 4: Assign Contract Price to Performance Obligations After determining the contract price, the Company assigns such price to the performance obligation(s) in the contract. If a contract has multiple performance obligations, the Company assigns the contract price to each performance obligation based on the stand-alone selling prices of the distinct services that comprise each performance obligation. Step 5: Recognize Revenue as Performance Obligations are Satisfied The Company records revenue for contracts with customers as the contracts’ performance obligations are satisfied. Under fixed-unit price contracts, the Company performs a number of units of work at an agreed price per unit with the total payment under the contract determined by the actual number of units delivered. Revenue is recognized for fixed-price contracts using the input method measured on a cost-to-cost basis. This method is reasonable in measuring performance towards completion because it measures the value of all goods and services transferred to the customer. The Company recognizes revenue on performance obligations associated with cost reimbursable contracts based on actual direct costs incurred and the applicable fixed rate or portion of the fixed fee earned as of the consolidated balance sheet date. Under time-and-materials price contracts, the Company negotiates hourly billing rates and charges its customers based on the actual time that it expends on a project. In addition, customers reimburse the Company for materials and other direct incidental expenditures incurred in connection with its performance under the contract. The Company applies a practical expedient to recognize revenue in the amount in which it has the right to invoice if its right to consideration is equal to the value of performance completed to date. Costs incurred may include direct labor, direct materials, subcontractor costs and indirect costs, such as salaries and benefits, supplies and tools, equipment costs and insurance costs. Indirect costs are charged to projects based upon direct costs and overhead allocation rates per dollar of direct costs incurred or direct labor hours worked. The Company has numerous contracts that are in various stages of completion which require estimates to determine the forecasted costs at completion. Due to the nature of the work left to be performed on many of the Company’s contracts, the estimation of total cost at completion for fixed-price contracts is complex, subject to many variables and requires significant judgment. Estimates of total cost at completion are made each period and changes in these estimates are accounted for prospectively as cumulative adjustments to revenue recognized in the current period. If estimates of costs to complete fixed-price contracts indicate a loss, a provision is made through a contract write-down for the total loss anticipated. Change Orders Contracts are often modified to account for changes in contract specifications and requirements. Most of the Company’s contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates are recognized as an adjustment to revenue (either as an increase or decrease) on a cumulative catch-up basis. Claims Sometimes the Company seeks claims for amounts in excess of the contract price for delays, errors in specifications and designs, contract terminations, change orders in dispute or other causes of additional costs incurred. Costs attributable to claims from customers are treated as costs of contract performance as incurred. |
Government Contracts | Government Contracts The Company’s federal government and certain state and local agency contracts are subject to, among other regulations, regulations issued under the Federal Acquisition Regulations (“FAR”). These regulations can limit the recovery of certain specified indirect costs on contracts and subjects the Company to ongoing multiple audits by government agencies such as the Defense Contract Audit Agency (“DCAA”). In addition, most of the Company’s federal and state and local contracts are subject to termination at the discretion of the client. Audits by the DCAA and other agencies consist of reviews of the Company’s overhead rates, operating systems and cost proposals to ensure that the Company accounted for such costs in accordance with the Cost Accounting Standards of the FAR (“CAS”). If the DCAA determines the Company has not accounted for such costs consistent with CAS, the DCAA may disallow these costs. There can be no assurance that audits by the DCAA or other governmental agencies will not result in material cost disallowances in the future. There are no ongoing audits and or material adjustments related to noncompliance are required. The Company is in compliance with all federal and state regulations and is not aware of any material adjustments as of the consolidated balance sheet dates. |
Commitments and Contingencies | Commitments and Contingencies For asserted claims and assessments, liabilities are recorded when an unfavorable outcome of a matter is concluded to be probable and the loss is reasonably estimable. With respect to unasserted claims or assessments, management must first determine that the probability that an assertion will be made is likely. Then, a determination as to the likelihood of an unfavorable outcome and the ability to reasonably estimate the potential loss is made. Legal matters are reviewed on a continuous basis to determine if there has been a change in management’s judgment regarding the likelihood of an unfavorable outcome or the estimate of a potential loss. Legal costs are expensed as incurred. |
Joint Ventures and Variable Interest Entities | Joint Ventures and Variable Interest Entities The Company’s joint ventures, the combination of two or more partners, are generally formed for the execution of a specific contract. Management of the joint venture is typically controlled by a joint venture management committee, comprised of representatives from the joint venture partners. The joint venture management committee normally provides management oversight and controls decisions which could have a significant impact on the joint venture. Some of the Company’s joint ventures have no employees and minimal operating expenses. For these joint ventures, the Company’s employees perform work for the joint venture, which is then billed to a third-party client by the joint venture. For consolidated joint ventures of this type, the Company records the entire amount of the services performed and the costs associated with these services, including the services provided by the other joint venture partners, in the Company’s results of operations. For certain of these joint ventures where a fee is added by an unconsolidated joint venture to client billings, these fees are eliminated to the extent the fee represents billings from the Company to the joint venture. The Company assesses its joint ventures at inception to determine if they meet the qualifications of a variable interest entity ("VIE"). The Company considers a partnership or joint venture a VIE if it has any of the following characteristics: • the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support; • characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity); or • the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. The Company analyzes its joint ventures and classifies them as either: • a VIE that must be consolidated because the Company is the primary beneficiary or the joint venture is not a VIE and the Company holds the majority voting interest with no significant participative rights available to the other partners; or • a VIE that does not require consolidation and is treated as an equity method investment because the Company is not the primary beneficiary or the joint venture is not a VIE and the Company does not hold the majority voting interest. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company from time to time may have bank deposits in excess of insurance limits of the Federal Deposit Insurance Corporation. The Company has not experienced any credit losses in such accounts and believes it is not exposed to any significant credit risk related to its cash and cash equivalents. The Company’s cash equivalents include highly liquid investments which have an initial maturity of three months or less. Cash and cash equivalents as of December 29, 2023 and December 30, 2022, include $ 1 million and $ 4 million, respectively, held by consolidated joint ventures that may not be distributed or used for certain other payments prescribed in the joint venture agreement without consent of the joint venture partners. These balances are presented as restricted cash within the consolidated balance sheets. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts The Company records its accounts receivable net of an allowance for doubtful accounts. This allowance for doubtful accounts is estimated based on management’s evaluation of the contracts involved and the client’s ability and willingness to pay. Allowances for doubtful accounts have been determined through specific identification of amounts considered to be uncollectible and potential write-offs, plus a non-specific allowance for other amounts for which some potential loss has been determined to be probable as of the consolidated balance sheet date based on current and past experience. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Expenditures for maintenance and repairs are expensed as incurred. Estimated useful lives range as follows: • Buildings — 10 to 45 years; • Machinery, equipment, and vehicles — 3 to 12 years; • Office furniture and equipment — 3 to 10 years; • Leasehold improvements — the shorter of their estimated useful lives or the remaining terms of the underlying lease agreement. Property, plant and equipment to be held and used are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. The carrying amount of an asset to be held and used is not recoverable if it exceeds the sum of the undiscounted cash flows expected from the use and eventual disposition of the asset. For assets to be held and used, impairment losses are recognized based upon the excess of the asset’s carrying amount over the fair value of the asset. For property, plant and equipment assets to be disposed, impairment losses are recognized at the lower of the carrying amount or fair value less cost to sell. There was no impairment to property, plant and equipment for the fiscal years ended December 29, 2023 and December 30, 2022. |
Intangible Assets | Intangible Assets The estimated useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows. The estimated useful lives for trademarks and customer contracts are seven years and six years, respectively. Intangible assets are amortized over the shorter of their contractual term or estimated useful life. The Company considers events or circumstances that may warrant revised estimates of useful lives or that may indicate impairment. There was no impairment to intangible assets for the fiscal years ended December 29, 2023 or December 30, 2022. |
Insurance Reserves | Insurance Reserves The Company maintains insurance for certain insurable business risks. Insurance coverage contains various retention and deductible amounts for which the Company accrues a liability based upon reported claims and an actuarially determined estimated liability for certain claims incurred but not reported. It is generally the Company’s policy not to accrue for any potential legal expense to be incurred in defending the Company’s position. |
Leases | Leases The Company enters into lease arrangements for real estate, construction equipment and information technology equipment in the normal course of business. The Company determines if an arrangement is or contains a lease at inception of the arrangement. An arrangement is determined to be a lease if it conveys the right to control the use of identified property and equipment for a period of time in exchange for consideration. Operating lease right-of-use assets are recognized as the present value of future lease payments over the lease term as of the commencement date, plus any lease payments made prior to commencement, and less any lease incentives received. Operating lease liabilities are recognized as the present value of the future lease payments over the lease term as of the commencement date. Operating lease expense is recognized based on the undiscounted future lease payments over the remaining lease term on a straight-line basis. Lease expense related to short-term leases is recognized on a straight-line basis over the lease term. Determinations with respect to lease term (including any renewals and terminations), incremental borrowing rate used to discount lease payments, variable lease expense and future lease payments require the use of judgment based on the facts and circumstances related to each lease. The Company considers various factors, including economic incentives, intent, past history and business need, to determine the likelihood that a renewal option will be exercised. Right-of-use assets are evaluated for impairment in accordance with the Company’s policy for impairment of long-lived assets. |
Non-controlling Interests | Non-controlling Interests Non-controlling interests represent the equity investments of the minority owners in the Company’s joint ventures and other subsidiary entities that are consolidated in its financial statements. |
Fair Value Accounting | Fair Value Accounting The Company categorizes its financial instruments using a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. The classification of a financial asset or liability within the hierarchy is determined based on the lowest level (least observable) input that is significant to the fair value measurement. Other than the contingent consideration, there were no assets and liabilities measured at fair value on a recurring basis as of December 29, 2023 or December 30, 2022. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. This method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that its management believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, it will make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. The Company records uncertain tax positions using a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. |
Segment | Segment The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in financial statements. Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions on how to allocate resources and assess performance. Based on how the Company’s Chief Executive Officer as the CODM reviews financial performance and allocates resources on a recurring basis, the Company has one operating segment and one reportable segment. |
Stock-Based Compensation | Stock-Based Compensation All stock-based payments (to the extent that they are compensatory) are recognized as an expense in the Company’s consolidated statements of operations based on their fair values on the grant date. The Company accounts for forfeitures when they occur. The Company recognizes stock-based compensation expense on a straight-line basis over the service period of the award, which is no greater than four years. See Note 8 - Stock Compensation, for discussion of stock-based compensation and incentive plans. |
Accounting Standards Not Yet Adopted | Accounting Standards Not Yet Adopted Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on the consolidated financial statements. In November 2023, the FASB issued ASU 2023-07 to enhance disclosures of significant expense and segment profitability categories and amounts for reportable business segments. The amendment is effective in annual periods beginning after December 15, 2023 and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 to improve disclosures and presentation requirements to the transparency of the income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendment is effective in annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on it future consolidated financial statements. |
Revenue Receivables and Contr_2
Revenue Receivables and Contract Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Company's Revenue Disaggregated by Contract Types | The following table presents the Company’s revenue disaggregated by contract types: Fiscal Year Ended December 29, December 30, (In thousands) 2023 2022 Fixed-price $ 567,224 $ 601,903 Cost reimbursable 57,063 54,835 Equipment and labor 8,519 7,420 Total revenue $ 632,806 $ 664,158 Projects started after the AECOM Sale Transactions ("Shimmick Projects") have focused on water infrastructure and other critical infrastructure. Projects that started prior to consummation of the AECOM Sale Transactions are referred to as "Legacy Projects". The following table presents the Company’s revenue disaggregated by Shimmick Projects and Legacy Projects: Fiscal Year Ended December 29, December 30, (In thousands) 2023 2022 Shimmick Projects $ 434,297 $ 350,667 Legacy Projects 198,509 313,491 Total revenue $ 632,806 $ 664,158 |
Summary of Information About Contract Assets and Contract Liabilities | The following table provides information about contract assets (also referred to as costs and estimated earnings in excess of billings on uncompleted contracts and retainage receivable) and contract liabilities (also referred to as billings on uncompleted contracts in excess of costs and estimated earnings and forward loss reserve), which include assets and liabilities that are dependent upon future activity: December 29, December 30, 2023 2022 Change (In thousands) Contract assets, current and non-current: Costs and estimated earnings in excess of billings on uncompleted contracts $ 125,943 $ 116,120 $ 9,823 Retainage receivable 48,316 48,805 ( 489 ) Total contract assets 174,259 164,925 9,334 Contract liabilities, current and non-current: Billings on uncompleted contracts in excess of costs and estimated earnings ( 48,841 ) ( 56,963 ) 8,122 Forward loss reserve ( 70,159 ) ( 108,608 ) 38,449 Total contract liabilities ( 119,000 ) ( 165,571 ) 46,571 Net $ 55,259 $ ( 646 ) $ 55,905 |
Summary of Unconditional Right to Cash from Clients | The Company’s accounts receivable represents amounts billed to clients that have yet to be collected and represent an unconditional right to cash from its clients as presented below. December 29, December 30, 2023 2022 (In thousands) Total accounts receivable, gross $ 55,202 $ 57,395 Allowance for doubtful accounts ( 1,024 ) ( 965 ) Accounts receivable, net $ 54,178 $ 56,430 |
Summary of Information About Significant Customers | Information about significant customers Significant Customers as a Percentage of Accounts Receivable, Net As of December 29, 2023 Customer one 32.5 % Customer two 21.7 % As of December 30, 2022 Customer one 31.4 % Customer two 21.4 % Customer three 14.4 % Significant Customers as a Percentage of Revenue Fiscal Year Ended December 29, 2023 Customer one 16.7 % Customer two 14.5 % Customer three 12.9 % Fiscal Year Ended December 30, 2022 Customer one 12.1 % Customer two 10.9 % Customer three 10.8 % Customer four 10.1 % |
Joint Ventures and Variable I_2
Joint Ventures and Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Joint Ventures and Variable Interest Entities Disclosure [Abstract] | |
Summary of Financial Information of Consolidated Joint Ventures | A summary of financial information of the consolidated joint ventures is as follows: December 29, December 30, 2023 2022 (In thousands) Current assets $ 34,071 $ 29,485 Non-current assets 8,971 8,235 Total assets 43,042 37,720 Current liabilities 59,602 22,603 Non-current liabilities 2,013 56,595 Total liabilities $ 61,615 $ 79,198 Fiscal Year Ended December 29, December 30, 2023 2022 (In thousands) Revenue $ 23,599 $ 27,190 |
Summary of Financial Information of Unconsolidated Joint Ventures | A summary of financial information of the unconsolidated joint ventures, as derived from their financial statements, is as follows: December 29, December 30, 2023 2022 (In thousands) Current assets $ 74,498 $ 78,228 Non-current assets 14,333 25,026 Total assets 88,831 103,254 Current liabilities 42,817 63,240 Total liabilities $ 42,817 $ 63,240 Fiscal Year Ended December 29, December 30, 2023 2022 (In thousands) Revenue $ 80,727 $ 430,634 Cost of revenue 64,793 332,528 Gross margin 15,934 98,106 Net income $ 15,934 $ 98,106 |
Summary of Revenue Included Related to Services Provided to Related Parties | Revenue included related to services provided to unconsolidated joint venture related parties is as follows: Fiscal Year Ended December 29, December 30, 2023 2022 (In thousands) Revenue $ 3,415 $ 7,420 |
Summary of Condensed Consolidated Balance Sheets Related to Services Provided to Unconsolidated Joint Ventures | Amounts included in the consolidated balance sheets related to services provided to unconsolidated joint ventures for the periods ended December 29, 2023 and December 30, 2022 are as follows: December 29, December 30, 2023 2022 (In thousands) Accounts receivable, net $ 2,092 $ 5,045 |
Property Plant and Equipment _2
Property Plant and Equipment and Intangible Assets (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property Plant and Equipment Net | The following table summarizes the components of property, plant and equipment as of December 29, 2023 and December 30, 2022. December 29, 2023 December 30, 2022 (In thousands) Building and land $ 4,002 $ 3,887 Machinery, equipment, and vehicles 70,250 67,698 Office furniture and equipment 9,324 7,891 Property, plant and equipment, gross 83,576 79,476 Accumulated depreciation ( 37,203 ) ( 24,268 ) Property, plant and equipment, net $ 46,373 $ 55,208 Fiscal Year Ended December 29, December 30, 2023 2022 (In thousands) Depreciation expense $ 14,338 $ 13,047 |
Schedule of Finite Lived Intangible Assets Including the Weighted Average Useful Lives | The following table presents the Company’s finite-lived intangible assets, including the weighted- average useful lives for each major intangible asset category and in total: December 29, 2023 Weighted Average Remaining Useful Life Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net (In thousands) Trademark 4 $ 10,600 $ ( 4,543 ) $ 6,057 Customer contracts 3 6,527 ( 3,340 ) 3,187 Total $ 17,127 $ ( 7,883 ) $ 9,244 December 30, 2022 Weighted Average Remaining Useful Life Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net (In thousands) Trademark 5 $ 10,600 $ ( 3,029 ) $ 7,571 Customer contracts 4 6,709 ( 2,236 ) 4,473 Total $ 17,309 $ ( 5,265 ) $ 12,044 |
Schedule of Estimated Aggregate Remaining Amortization | The Company’s estimated aggregate remaining amortization is as follows: Amortization Expense (In thousands) 2024 $ 2,577 2025 2,577 2026 2,577 2027 1,513 Total $ 9,244 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Total debt outstanding is presented on the consolidated balance sheets as follows: (In thousands) December 29, 2023 December 30, 2022 Revolving Credit Facility $ 29,914 $ — Total debt 29,914 — Unamortized debt issuance costs ( 287 ) — Long-term debt, net $ 29,627 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of the provision for income taxes are as follows: Fiscal Year Ended December 29, 2023 December 30, 2022 (In thousands) Current taxes: Federal $ — $ 1,030 State — 244 Total current taxes — 1,274 Deferred taxes: Federal — — State — — Total deferred taxes — — Provision for income taxes $ — $ 1,274 |
Schedule of Effective Income Tax Rate Reconciliation | The differences between income taxes expected at the U.S. federal statutory income tax rate of 21 % and the reported income tax (benefit) expense are summarized as follows: Fiscal Year Ended December 29, 2023 December 30, 2022 (In thousands) Expected income tax (benefit) expense at federal statutory rate $ ( 480 ) $ 1,070 State income taxes, net of federal income tax benefit 27 790 Return to provision true-up 1,774 — Permanent items 562 72 Contingent consideration — 1,987 Change in valuation allowance 5,248 ( 2,645 ) State rate change ( 7,131 ) — Reported provision for income taxes $ — $ 1,274 Effective tax rate 0 % 25 % |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax liabilities and assets are as follows: December 29, 2023 December 30, 2022 (In thousands) Deferred tax liabilities: Depreciation and amortization $ ( 10,598 ) $ ( 12,682 ) Right-of-use asset ( 6,654 ) ( 6,169 ) Total deferred tax liabilities $ ( 17,252 ) $ ( 18,851 ) Deferred tax assets: Intangible assets $ 34,457 $ 35,818 Contract loss reserve 11,143 17,687 Investment in partnerships 16,453 25,645 Lease liability 6,586 6,132 Stock compensation 1,428 804 Accrued expenses and reserves 5,895 9,409 Section 382 limitation 39,622 30,070 Net operating loss carryforwards 24,629 11,003 Other deferred tax assets 715 711 Total deferred tax assets $ 140,928 $ 137,279 Net deferred tax assets before valuation allowance 123,676 118,428 Less: Valuation allowance ( 123,676 ) ( 118,428 ) Net deferred tax assets $ — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | For the fiscal year ended December 29, 2023, stock option activity was as follows: Stock Options Number of shares Weighted average exercise price per share Weighted average grant date fair value Weighted average years of remaining contractual term Outstanding as of December 30, 2022 4,489,094 $ 1.26 $ — 8.33 Exercised ( 10,077 ) 1.26 — — Forfeited ( 184,888 ) 1.26 0.28 — Vested ( 156,946 ) 1.26 — — Outstanding as of December 29, 2023 4,137,183 1.26 — 7.60 Exercisable as of December 29, 2023 2,701,306 $ 1.26 $ — 7.60 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Earnings Per Share [Abstract] | |
Summary of computation of basic and diluted EPS | The computation of basic and diluted EPS is as follows: Fiscal Year Ended (In thousands, except per share data) December 29, December 30, Numerator: Net (loss) income attributable to Shimmick Corporation $ ( 2,546 ) $ 3,760 Numerator for basic and diluted EPS $ ( 2,546 ) $ 3,760 Denominator: Denominator for basic EPS - weighted average shares 22,356 21,909 Effect of dilutive securities: Employee stock options — — Dilutive potential common shares — — Denominator for diluted EPS - adjusted weighted average shares and assumed conversions 22,356 21,909 Basic EPS $ ( 0.11 ) $ 0.17 Diluted EPS $ ( 0.11 ) $ 0.17 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Leases [Abstract] | |
Schedule of Lease Expense | Lease expenses recorded within the consolidated statements of operations are comprised as follows: Fiscal Year Ended (In thousands) December 29, 2023 December 30, 2022 Operating lease cost Cost of revenue $ 11,351 $ 10,267 Selling, general and administrative expenses 1,210 1,539 Finance lease cost (all in cost of revenue): Amortization of right-of-use assets 282 300 Interest on lease liabilities 50 34 Short-term lease cost 594 382 Total lease cost $ 13,487 $ 12,522 |
Schedule of Balance Sheets Information Related to Leases | Additional consolidated balance sheets information related to leases is as follows: Balance Sheet December 29, December 30, (In thousands) Classification 2023 2022 Assets: Operating lease assets Lease right-of-use assets $ 23,568 $ 21,811 Finance lease assets Lease right-of-use assets 287 879 Total lease assets $ 23,855 $ 22,690 Liabilities: Current: Operating lease liabilities Other current liabilities $ 8,247 $ 7,767 Finance lease liabilities Other current liabilities 317 313 Total current lease liabilities $ 8,564 $ 8,080 Non-current: Operating lease liabilities Lease liabilities, non-current $ 15,017 $ 13,861 Finance lease liabilities Lease liabilities, non-current 28 581 Total non-current lease liabilities $ 15,045 $ 14,442 |
Schedule of Weighted Average Remaining Lease Term | Weighted average remaining lease term information related to leases is as follows: December 29, December 30, 2023 2022 Weighted average remaining lease term (in years): Operating leases 3.4 4.1 Finance leases 1.1 2.1 Weighted average discount rate: Operating leases 6.3 % 5.3 % Finance leases 9.9 % 3.2 % |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows: Fiscal Year Ended December 29, December 30, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,070 $ 11,852 Financing cash flows from finance leases $ 303 $ 303 Right-of-use assets obtained in exchange for new operating leases $ 13,215 $ 11,300 |
Schedule of Remaining Lease Payments Under Operating and Financing Leases | Total remaining lease payments under both the Company’s operating and finance leases are as follows: Operating Financing Year Leases Leases (In thousands) 2024 $ 9,421 $ 337 2025 8,363 28 2026 3,532 — 2027 1,912 — 2028 1,718 — Thereafter 808 — Total lease payments 25,754 365 Amounts representing interest ( 2,490 ) ( 20 ) Total lease liabilities $ 23,264 $ 345 |
Employee Retirement Plans (Tabl
Employee Retirement Plans (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Multiemployer Plan [Abstract] | |
Schedule of Multiemployer Plans | Pension Protection Act Company Contributions Pension Fund EIN/Pension Plan Number 2023 2022 FIP/RP Status Pending or Implemented December 29, 2023 December 30, 2022 Surcharge Imposed Pension Trust Fund for the Operating Engineers 94-6090764 Green Yellow NA $ 1,852 $ 1,857 No Tri-State Carpenters & Joiners Pension Trust Fund 62-0976048 Described below (1) Yellow NA 1,722 1,818 No Carpenters Pension Trust Fund for Northern California 94-6050970 Red Red Implemented 1,454 1,613 No California Ironworkers Field Pension Fund 95-6042866 Green Green NA 1,112 1,931 No Laborers Pension Trust Fund for Northern California 94-6277608 Green Green NA 1,366 1,389 No Central Pension Fund of the IUOE & Participating Employers 36-6052390 Described below (1) Green NA 1,006 949 No Ironworkers District Council of TN Valley & Vicinity Welfare Pension Plans 62-6098036 Described below (1) Green NA 882 839 No Operating Engineers Trust Fund 95-6032478 Described below (1) Green NA 823 986 No Southwest Carpenters Pension Fund 95-6042875 Green Green NA 619 651 No San Diego County Construction Laborers Pension Trust Fund 95-6090541 Green Green NA 580 343 No Construction Laborers Pension Trust for Southern California 43-6159056 Described below (1) Green NA 566 1,060 No Southern California IBEW-NECA Pension Trust Fund 95-6392774 Described below (1) Yellow NA 497 703 No IBEW Local 595 Pension Plan 94-6279541 Described below (1) Green NA 297 503 No San Diego Electrical Pension Plan 95-6101801 Described below (1) Green NA 268 148 No San Diego County Cement Masons Pension Plan 95-6267660 Described below (1) Yellow NA 209 92 No Northern California Pipe Trades Pension Plan 94-3190386 Described below (1) Green NA 77 441 No Contributions to other multiemployer plans 1,324 1,355 Total contributions made $ 14,654 $ 16,678 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Finite Lived Intangible Assets Including the Weighted Average Useful Lives | The following table presents the Company’s finite-lived intangible assets, including the weighted- average useful lives for each major intangible asset category and in total: December 29, 2023 Weighted Average Remaining Useful Life Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net (In thousands) Trademark 4 $ 10,600 $ ( 4,543 ) $ 6,057 Customer contracts 3 6,527 ( 3,340 ) 3,187 Total $ 17,127 $ ( 7,883 ) $ 9,244 December 30, 2022 Weighted Average Remaining Useful Life Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net (In thousands) Trademark 5 $ 10,600 $ ( 3,029 ) $ 7,571 Customer contracts 4 6,709 ( 2,236 ) 4,473 Total $ 17,309 $ ( 5,265 ) $ 12,044 |
Schedule of Estimated Aggregate Remaining Amortization | The Company’s estimated aggregate remaining amortization is as follows: Amortization Expense (In thousands) 2024 $ 2,577 2025 2,577 2026 2,577 2027 1,513 Total $ 9,244 |
Business and Organization - Add
Business and Organization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Nov. 16, 2023 | Dec. 29, 2023 | Dec. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Initial public offering | 3,575,000 | ||
Common stock price per share | $ 7 | ||
Proceeds from IPO | $ 19,000 | $ 25,025 | $ 0 |
Proceeds after deducting underwriting discounts and commissions | 6,000 | ||
Other offering costs | $ 6,000 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Oct. 23, 2023 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common Stock Shares Authorised | 100,000,000 | 100,000,000 | 100,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred Stock Authorized | 25,000,000 | ||
Preferred Stock Par Value | $ 0.01 | ||
Common Stock, Shares, Issued | 25,493,877 | 21,908,800 | 2.7386 |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember | ||
Impairment of property, plant and equipment | $ 0 | $ 0 | |
Impairment of intangible assets | 0 | 0 | |
Restricted cash | $ 971,000 | $ 4,323,000 | |
Building[Member] | Minimum [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Estimate useful lives | 10 years | ||
Building[Member] | Maximum [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Estimate useful lives | 45 years | ||
Machinery, equipment, and vehicles [Member] | Minimum [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Estimate useful lives | 3 years | ||
Machinery, equipment, and vehicles [Member] | Maximum [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Estimate useful lives | 12 years | ||
Office furniture and equipment | Minimum [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Estimate useful lives | 3 years | ||
Office furniture and equipment | Maximum [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Estimate useful lives | 10 years | ||
Old Common Stock [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 |
Revenue Receivables and Contr_3
Revenue Receivables and Contract Assets and Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Performance obligations yet to be satisfied | $ 1,100,000 | |
Revenue performance obligation weighted average life | 2 years | |
Contract with Customer, Liability, Revenue Recognized | $ 73,000 | |
Net income (loss) | (2,286) | $ 2,907 |
Revisions in Estimates Increase [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net income (loss) | $ 10,000 | $ 18,000 |
Revenue Receivables and Contr_4
Revenue Receivables and Contract Assets and Liabilities - Summary of Company's Revenue Disaggregated by Contract Types (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 632,806 | $ 664,158 |
Fixed-Price [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 567,224 | 601,903 |
Cost Reimbursable [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 57,063 | 54,835 |
Equipment and Labor Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 8,519 | $ 7,420 |
Revenue Receivables and Contr_5
Revenue Receivables and Contract Assets and Liabilities - Summary of Company's Revenue Disaggregated by Shimmick Projects and Legacy Projects (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 632,806 | $ 664,158 |
Shimmick Projects | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 434,297 | 350,667 |
Legacy Projects | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 198,509 | $ 313,491 |
Revenue Receivables and Contr_6
Revenue Receivables and Contract Assets and Liabilities - Summary of Information about Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ 125,943 | $ 116,120 |
Costs and estimated earnings in excess of billings on uncompleted contracts, Change | 9,823 | |
Retainage receivable | 48,316 | 48,805 |
Retainage receivable, Change | (489) | |
Total contract assets | 174,259 | 164,925 |
Total contract assets, Change | 9,334 | 46,736 |
Billings on uncompleted contracts in excess of costs and estimated earnings | (48,841) | (56,963) |
Billings on uncompleted contracts in excess of costs and estimated earnings, Change | 8,122 | |
Forward loss reserve | (70,159) | (108,608) |
Forward loss reserve, Change | 38,449 | |
Total contract liabilities | (119,000) | (165,571) |
Total contract liabilities, Change | 46,571 | |
Net | 55,259 | $ (646) |
Net, Change | $ 55,905 |
Revenue Receivables and Contr_7
Revenue Receivables and Contract Assets and Liabilities - Summary of Unconditional Right to Cash from Clients (Details) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Total accounts receivable, gross | $ 55,202 | $ 57,395 |
Allowance for doubtful accounts | (1,024) | (965) |
Accounts receivable, net | $ 54,178 | $ 56,430 |
Revenue Receivables and Contr_8
Revenue Receivables and Contract Assets and Liabilities - Summary of Information about Significant Customers (Details) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Customer One [Member] | Percentage of Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of risk | 32.50% | 31.40% |
Customer One [Member] | Percentage of Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of risk | 16.70% | 12.10% |
Customer Two [Member] | Percentage of Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of risk | 21.70% | 21.40% |
Customer Two [Member] | Percentage of Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of risk | 14.50% | 10.90% |
Customer Three [Member] | Percentage of Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of risk | 14.40% | |
Customer Three [Member] | Percentage of Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of risk | 12.90% | 10.80% |
Customer Four [Member] | Percentage of Revenue [Member] | ||
Concentration Risk [Line Items] | ||
Concentration of risk | 10.10% |
Joint Ventures and Variable I_3
Joint Ventures and Variable Interest Entities -Summary of Financial Information of Consolidated Joint Ventures (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Current assets | $ 257,458 | $ 233,476 |
TOTAL ASSETS | 426,652 | 446,799 |
Current liabilities | 271,253 | 340,944 |
TOTAL LIABILITIES | 356,162 | 395,204 |
Revenue | 632,806 | 664,158 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Current assets | 34,071 | 29,485 |
Non-current assets | 8,971 | 8,235 |
TOTAL ASSETS | 43,042 | 37,720 |
Current liabilities | 59,602 | 22,603 |
Non-current liabilities | 2,013 | 56,595 |
TOTAL LIABILITIES | 61,615 | 79,198 |
Revenue | $ 23,599 | $ 27,190 |
Joint Ventures and Variable I_4
Joint Ventures and Variable Interest Entities -Summary of Financial Information of Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Current assets | $ 257,458 | $ 233,476 |
TOTAL ASSETS | 426,652 | 446,799 |
Current liabilities | 271,253 | 340,944 |
TOTAL LIABILITIES | 356,162 | 395,204 |
Revenue | 632,806 | 664,158 |
Gross margin | 22,372 | 23,515 |
Net (loss) income | (2,286) | 2,907 |
Variable Interest Entity, Not Primary Beneficiary [Member] | ||
Current assets | 74,498 | 78,228 |
Non-current assets | 14,333 | 25,026 |
TOTAL ASSETS | 88,831 | 103,254 |
Current liabilities | 42,817 | 63,240 |
TOTAL LIABILITIES | 42,817 | 63,240 |
Revenue | 80,727 | 430,634 |
Cost of revenue | 64,793 | 332,528 |
Gross margin | 15,934 | 98,106 |
Net (loss) income | $ 15,934 | $ 98,106 |
Joint Ventures and Variable I_5
Joint Ventures and Variable Interest Entities -Summary of Revenue Included Related to Services Provided to Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Related Party Transaction [Line Items] | ||
Revenue | $ 632,806 | $ 664,158 |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Revenue | $ 3,415 | $ 7,420 |
Joint Ventures and Variable I_6
Joint Ventures and Variable Interest Entities - Summary of Condensed Consolidated Balance Sheets Related to Services Provided to Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Related Party [Member] | ||
Accounts receivable, net | $ 2,092 | $ 5,045 |
Property Plant and Equipment _3
Property Plant and Equipment and Intangible Assets - Schedule of Components of Property Plant and Equipment Net (Details) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 83,576 | $ 79,476 |
Accumulated depreciation | (37,203) | (24,268) |
Property, plant and equipment, net | 46,373 | 55,208 |
Building and land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,002 | 3,887 |
Machinery, equipment, and vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 70,250 | 67,698 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9,324 | $ 7,891 |
Property Plant and Equipment _4
Property Plant and Equipment and Intangible Assets - Schedule of Components of Property Plant and Equipment Net (Depreciation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 14,338 | $ 13,047 |
Property Plant and Equipment _5
Property Plant and Equipment and Intangible Assets - Schedule of Finite-Lived Intangible Assets Including the weighted Average Useful Lives (Details) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 17,127 | $ 17,309 |
Accumulated Amortization | (7,883) | (5,265) |
Total | $ 9,244 | $ 12,044 |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 4 years | 5 years |
Intangible Assets, Gross | $ 10,600 | $ 10,600 |
Accumulated Amortization | (4,543) | (3,029) |
Total | $ 6,057 | $ 7,571 |
Customer contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 3 years | 4 years |
Intangible Assets, Gross | $ 6,527 | $ 6,709 |
Accumulated Amortization | (3,340) | (2,236) |
Total | $ 3,187 | $ 4,473 |
Property Plant and Equipment _6
Property Plant and Equipment and Intangible Assets - Schedule of Estimated Aggregate Remaining Amortization (Details) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Property, Plant and Equipment [Abstract] | ||
2024 | $ 2,577 | |
2025 | 2,577 | |
2026 | 2,577 | |
2027 | 1,513 | |
Total | $ 9,244 | $ 12,044 |
Property Plant and Equipment _7
Property Plant and Equipment and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 29, 2023 | Jun. 30, 2023 | Dec. 29, 2023 | Dec. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangibles | $ 2,618 | $ 2,632 | ||
Total sale price of non-core business agreement | 35,975 | 1,722 | ||
Gain of sale of assets | $ 31,834 | $ 0 | ||
Non Core [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total sale price of non-core business agreement | $ 35,000 | |||
Adjustment to purchase price | $ 5,000 | |||
Gain of sale of assets | 30,000 | |||
Cash received on sale of non- core business | $ 30,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Debt Instrument [Line Items] | ||
Total debt | $ 29,914 | $ 0 |
Unamortized debt issuance costs | (287) | 0 |
Long-term debt, net | 29,627 | 0 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 29,914 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | Mar. 26, 2024 | Sep. 22, 2023 | Jun. 30, 2023 | Dec. 29, 2023 | Mar. 27, 2023 | Dec. 30, 2022 |
Debt Instrument [Line Items] | ||||||
Revolving line of credit minimum cash balance | $ 971 | $ 4,323 | ||||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, borrowing capacity | $ 35,000 | $ 35,000 | $ 30,000 | |||
Revolving Line of Credit termination date | Mar. 27, 2028 | Mar. 27, 2028 | ||||
Line of credit facility, unused line fee , percentage | 0.50% | 0.50% | ||||
Collateral management fee | 0.50% | 0.50% | ||||
Revolving credit facility leverage ratio | 1.75% | 1.75% | ||||
Revolving credit facility | $ 30,000 | |||||
Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, percentage | 4.50% | 4.50% | ||||
Revolving Credit Facility [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, percentage | 1% | 1% | ||||
Project Financing Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Insurance advance received from surety | $ 25,000 | |||||
Project Financing Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, percentage | 4.50% | |||||
Project Financing Agreement | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, percentage | 1% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory income tax | 21% | |
Gross deferred tax assets | $ 140,928 | $ 137,279 |
Valuation allowance of the deferred tax asset | 123,676 | $ 118,428 |
Increase in valuation allowance of the deferred tax asset | 6,000 | |
State net operating loss | 87,000 | |
Federal | $ 89,000 | |
Deferred tax plan expired | 2036 through 2042 | |
Operating Loss Carryforwards, Limitations on Use | offset up to 80% |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Current taxes: | ||
Current taxes: Federal | $ 0 | $ 1,030 |
Current taxes: State | 0 | 244 |
Total current taxes | 0 | 1,274 |
Deferred taxes: | ||
Deferred taxes: Federal | 0 | 0 |
Deferred taxes: State | 0 | 0 |
Total deferred taxes | 0 | 0 |
Provision for income taxes | $ 0 | $ 1,274 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax (benefit) expense at federal statutory rate | $ (480) | $ 1,070 |
State income taxes, net of federal income tax benefit | 27 | 790 |
Return to provision true-up | 1,774 | 0 |
Permanent items | 562 | 72 |
Contingent consideration | 0 | 1,987 |
Change in valuation allowance | 5,248 | (2,645) |
State rate change | (7,131) | 0 |
Provision for income taxes | $ 0 | $ 1,274 |
Effective tax rate | 0% | 25% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Deferred tax assets: | ||
Intangible assets | $ 34,457 | $ 35,818 |
Contract loss reserve | 11,143 | 17,687 |
Investment in partnerships | 16,453 | 25,645 |
Lease liability | 6,586 | 6,132 |
Stock compensation | 1,428 | 804 |
Accrued expenses and reserves | 5,895 | 9,409 |
Section 382 limitation | 39,622 | 30,070 |
Net operating loss carryforwards | 24,629 | 11,003 |
Other deferred tax assets | 715 | 711 |
Total deferred tax assets | 140,928 | 137,279 |
Deferred tax liabilities: | ||
Depreciation and amortization | (10,598) | (12,682) |
Right-of-use asset | (6,654) | (6,169) |
Total deferred tax liabilities | (17,252) | (18,851) |
Net deferred tax assets before valuation allowance | 123,676 | 118,428 |
Less: Valuation allowance | (123,676) | (118,428) |
Net deferred tax assets | $ 0 | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Apr. 12, 2021 | Dec. 29, 2023 | Dec. 30, 2022 | Nov. 13, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Compensation expense related to stock-based grants | $ 2 | $ 2 | ||
Unrecognized compensation expense | $ 3 | $ 5 | ||
Recognition period of unrecognized compensation expense | 1 year 3 months 18 days | 2 years 3 months 18 days | ||
2021 Stock Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance (in shares) | 5,477,200 | |||
Expiration term | 10 years | |||
Vesting period | 4 years | |||
2023 Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance (in shares) | 3,729,149 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of shares, Outstanding as of December 30, 2022 | 4,489,094 | |
Number of shares, Exercised | (10,077) | |
Number of shares, Forfeited | (184,888) | |
Number of shares, Vested | (156,946) | |
Number of shares, Outstanding as of December 29, 2023 | 4,137,183 | 4,489,094 |
Number of shares, Exercisable as of December 29, 2023 | 2,701,306 | |
Weighted average exercise price per share, Outstanding as of December 30, 2022 | $ 1.26 | |
Weighted average exercise price per share, Exercised | 1.26 | |
Weighted average exercise price per share, Forfeited | 1.26 | |
Weighted average exercise price per share, Vested | 1.26 | |
Weighted average exercise price per share, Outstanding as of December 29, 2023 | 1.26 | $ 1.26 |
Weighted average exercise price per share, Exercisable as of December 29, 2023 | 1.26 | |
Weighted average grant date fair value, Outstanding as of December 30, 2022 | 0 | |
Weighted average grant date fair value, Exercised | 0 | |
Weighted average grant date fair value, Forfeited | 0.28 | |
Weighted average grant date fair value, Vested | 0 | |
Weighted average grant date fair value, Outstanding as of December 29, 2023 | 0 | $ 0 |
Weighted average grant date fair value, Exercisable as of December 29, 2023 | $ 0 | |
Weighted average years of remaining contractual term, Outstanding | 7 years 7 months 6 days | 8 years 3 months 29 days |
Weighted average years of remaining contractual term, Exercised | 0 years | |
Weighted average years of remaining contractual term, Forfeited | 0 years | |
Weighted average years of remaining contractual term, Vested | 0 years | |
Weighted average years of remaining contractual term, Exercisable as of December 29, 2023 | 7 years 7 months 6 days |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Millions | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Earnings Per Share [Abstract] | ||
Employee stock options excluded from diluted EPS | 4.1 | 4.5 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of computation of basic and diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Numerator: | ||
Net (loss) income attributable to Shimmick Corporation | $ (2,546) | $ 3,760 |
Numerator for basic and diluted EPS | $ (2,546) | $ 3,760 |
Denominator: | ||
Denominator for basic EPS - weighted average shares | 22,356 | 21,909 |
Effect of dilutive securities: | ||
Employee stock options | 0 | 0 |
Dilutive potential common shares | 0 | 0 |
Denominator for diluted EPS - adjusted weighted average shares and assumed conversions | 22,356 | 21,909 |
Basic EPS: | ||
Basic EPS | $ (0.11) | $ 0.17 |
Diluted EPS: | ||
Diluted EPS | $ (0.11) | $ 0.17 |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Amortization of right-of-use assets | $ 282 | $ 300 |
Interest on lease liabilities | 50 | 34 |
Short term lease cost | 594 | 382 |
Total lease cost | 13,487 | 12,522 |
Cost of Revenue [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | 11,351 | 10,267 |
Selling, General and Administrative Expenses [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | $ 1,210 | $ 1,539 |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheets Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Leases [Abstract] | ||
Operating Lease, Asset, Statement of Financial Position [Extensible Enumeration] | Total lease assets | Total lease assets |
Finance Lease, Asset, Statement of Financial Position [Extensible Enumeration] | Total lease assets | Total lease assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total non-current lease liabilities | Total non-current lease liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total non-current lease liabilities | Total non-current lease liabilities |
Operating lease assets | $ 23,568 | $ 21,811 |
Finance lease assets | 287 | 879 |
Total lease assets | 23,855 | 22,690 |
Operating lease liabilities, current | 8,247 | 7,767 |
Finance lease liabilities, current | 317 | 313 |
Total current lease liabilities | 8,564 | 8,080 |
Operating lease liabilities, noncurrent | 15,017 | 13,861 |
Finance lease liabilities, noncurrent | 28 | 581 |
Total non-current lease liabilities | $ 15,045 | $ 14,442 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term (Details) | Dec. 29, 2023 | Dec. 30, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term - Operating leases | 3 years 4 months 24 days | 4 years 1 month 6 days |
Weighted-average remaining lease term - Finance leases | 1 year 1 month 6 days | 2 years 1 month 6 days |
Weighted-average discount rate - Operating leases | 6.30% | 5.30% |
Weighted-average discount rate - Finance leases | 9.90% | 3.20% |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Operating cash flows from operating leases | $ 11,070 | $ 11,852 |
Financing cash flows from finance leases | 303 | 303 |
Right-of-use assets obtained in exchange for new operating leases | $ 13,215 | $ 11,300 |
Leases - Schedule of Remaining
Leases - Schedule of Remaining Lease Payments Under Operating and Financing Leases (Details) $ in Thousands | Dec. 29, 2023 USD ($) |
Operating Leases | |
2024 | $ 9,421 |
2025 | 8,363 |
2026 | 3,532 |
2027 | 1,912 |
2028 | 1,718 |
Thereafter | 808 |
Total lease payments | 25,754 |
Amounts representing interest | (2,490) |
Total lease liabilities | 23,264 |
Financing Leases | |
2024 | 337 |
2025 | 28 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total lease payments | 365 |
Amounts representing interest | (20) |
Total lease liabilities | $ 345 |
Employee Retirement Plans - Add
Employee Retirement Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Schedule of Defined Benefit Plans Disclosures [Table] | ||
Contributions from company | $ 2 | $ 2 |
Contribution to multiemployer plans | $ 15 | $ 17 |
Plans In Red Zone [Member] | Maximum [Member] | ||
Schedule of Defined Benefit Plans Disclosures [Table] | ||
Percentage of plans funded | 65% | |
Plans In Yellow Zone [Member] | Maximum [Member] | ||
Schedule of Defined Benefit Plans Disclosures [Table] | ||
Percentage of plans funded | 80% | |
Plans In Green Zone [Member] | Minimum [Member] | ||
Schedule of Defined Benefit Plans Disclosures [Table] | ||
Percentage of plans funded | 80% |
Employee Retirement Plans - Sch
Employee Retirement Plans - Schedule of Multiemployer Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Multiemployer Plan [Line Items] | ||
Company Contributions | $ 1,324 | $ 1,355 |
Total contributions made | $ 14,654 | $ 16,678 |
Pension Trust Fund for the Operating Engineers [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 946090764 | |
Pension Protection Act Zone Status | Green | Yellow |
Rehabilitation Plan Status | NA | |
Company Contributions | $ 1,852 | $ 1,857 |
Surcharge Imposed | No | |
Tri-State Carpenters & Joiners Pension Trust Fund [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 620976048 | |
Pension Protection Act Zone Status | Yellow | |
Rehabilitation Plan Status | NA | |
Company Contributions | $ 1,722 | $ 1,818 |
Surcharge Imposed | No | |
Carpenters Pension Trust Fund for Northern California [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 946050970 | |
Pension Protection Act Zone Status | Red | Red |
Rehabilitation Plan Status | Implemented | |
Company Contributions | $ 1,454 | $ 1,613 |
Surcharge Imposed | No | |
California Ironworkers Field Pension Fund [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 956042866 | |
Pension Protection Act Zone Status | Green | Green |
Rehabilitation Plan Status | NA | |
Company Contributions | $ 1,112 | $ 1,931 |
Surcharge Imposed | No | |
Laborers Pension Trust Fund for Northern California [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 946277608 | |
Pension Protection Act Zone Status | Green | Green |
Rehabilitation Plan Status | NA | |
Company Contributions | $ 1,366 | $ 1,389 |
Surcharge Imposed | No | |
Central Pension Fund of the IUOE & Participating Employers [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 366052390 | |
Pension Protection Act Zone Status | Green | |
Rehabilitation Plan Status | NA | |
Company Contributions | $ 1,006 | $ 949 |
Surcharge Imposed | No | |
Ironworkers District Council of TN Valley & Vicinity Welfare Pension Plans [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 626098036 | |
Pension Protection Act Zone Status | Green | |
Rehabilitation Plan Status | NA | |
Company Contributions | $ 882 | $ 839 |
Surcharge Imposed | No | |
Operating Engineers Trust Fund [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 956032478 | |
Pension Protection Act Zone Status | Green | |
Rehabilitation Plan Status | NA | |
Company Contributions | $ 823 | $ 986 |
Surcharge Imposed | No | |
Southwest Carpenters Pension Fund [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 956042875 | |
Pension Protection Act Zone Status | Green | Green |
Rehabilitation Plan Status | NA | |
Company Contributions | $ 619 | $ 651 |
Surcharge Imposed | No | |
San Diego County Construction Laborers Pension Trust Fund [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 956090541 | |
Pension Protection Act Zone Status | Green | Green |
Rehabilitation Plan Status | NA | |
Company Contributions | $ 580 | $ 343 |
Surcharge Imposed | No | |
Construction Laborers Pension Trust for Southern California [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 436159056 | |
Pension Protection Act Zone Status | Green | |
Rehabilitation Plan Status | NA | |
Company Contributions | $ 566 | $ 1,060 |
Surcharge Imposed | No | |
Southern California IBEW-NECA Pension Trust Fund [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 956392774 | |
Pension Protection Act Zone Status | Yellow | |
Rehabilitation Plan Status | NA | |
Company Contributions | $ 497 | $ 703 |
Surcharge Imposed | No | |
IBEW Local 595 Pension Plan [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 946279541 | |
Pension Protection Act Zone Status | Green | |
Rehabilitation Plan Status | NA | |
Company Contributions | $ 297 | $ 503 |
Surcharge Imposed | No | |
San Diego Electrical Pension Plan [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 956101801 | |
Pension Protection Act Zone Status | Green | |
Rehabilitation Plan Status | NA | |
Company Contributions | $ 268 | $ 148 |
Surcharge Imposed | No | |
San Diego County Cement Masons Pension Plan [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 956267660 | |
Pension Protection Act Zone Status | Yellow | |
Rehabilitation Plan Status | NA | |
Company Contributions | $ 209 | $ 92 |
Surcharge Imposed | No | |
Northern California Pipe Trades Pension Plan [Member] | ||
Multiemployer Plan [Line Items] | ||
EIN/Pension Plan Number | 943190386 | |
Pension Protection Act Zone Status | Green | |
Rehabilitation Plan Status | NA | |
Company Contributions | $ 77 | $ 441 |
Surcharge Imposed | No |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets Including the weighted Average Useful Lives (Details) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 17,127 | $ 17,309 |
Accumulated Amortization | (7,883) | (5,265) |
Total | $ 9,244 | $ 12,044 |
Trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 4 years | 5 years |
Intangible Assets, Gross | $ 10,600 | $ 10,600 |
Accumulated Amortization | (4,543) | (3,029) |
Total | $ 6,057 | $ 7,571 |
Customer contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 3 years | 4 years |
Intangible Assets, Gross | $ 6,527 | $ 6,709 |
Accumulated Amortization | (3,340) | (2,236) |
Total | $ 3,187 | $ 4,473 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Aggregate Remaining Amortization (Details) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
2024 | $ 2,577 | |
2025 | 2,577 | |
2026 | 2,577 | |
2027 | 1,513 | |
Total | $ 9,244 | $ 12,044 |
Intangible Assets -Additional I
Intangible Assets -Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Amortization of intangibles | $ 2,618 | $ 2,632 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Dec. 29, 2023 | Dec. 30, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Amount of letters of credit outstanding | $ 0 | $ 8 |