Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 28, 2024 | Aug. 14, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-27 | |
Entity Central Index Key | 0001887944 | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 28, 2024 | |
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 $0.01 per share | |
Trading Symbol | SHIM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 33,589,035 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 28, 2024 | Dec. 29, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 22,381 | $ 62,939 |
Restricted cash | 497 | 971 |
Accounts receivable, net | 48,519 | 54,178 |
Contract assets, current | 119,694 | 125,943 |
Prepaids and other current assets | 17,734 | 13,427 |
TOTAL CURRENT ASSETS | 208,825 | 257,458 |
Property, plant and equipment, net | 36,153 | 46,373 |
Intangible assets, net | 7,956 | 9,244 |
Contract assets, non-current | 46,569 | 48,316 |
Lease right-of-use assets | 21,328 | 23,855 |
Investment in unconsolidated joint ventures | 22,202 | 21,283 |
Deferred tax assets | 0 | 17,252 |
Other assets | 1,481 | 2,871 |
TOTAL ASSETS | 344,514 | 426,652 |
CURRENT LIABILITIES | ||
Accounts payable | 57,081 | 81,589 |
Contract liabilities, current | 111,821 | 115,785 |
Accrued salaries, wages and benefits | 28,610 | 26,911 |
Accrued expenses | 39,073 | 33,897 |
Short-term debt | 14,773 | 0 |
Other current liabilities | 14,621 | 13,071 |
TOTAL CURRENT LIABILITIES | 265,979 | 271,253 |
Long-term debt, net | 52,789 | 29,627 |
Lease liabilities, non-current | 13,154 | 15,045 |
Contract liabilities, non-current | 2,689 | 3,215 |
Contingent consideration | 4,304 | 15,488 |
Deferred tax liabilities | 0 | 17,252 |
Other liabilities | 5,163 | 4,282 |
TOTAL LIABILITIES | 344,078 | 356,162 |
Commitments and Contingencies (Note 11) | ||
STOCKHOLDERS' EQUITY | ||
Common stock, $0.01 par value, 100,000,000 shares authorized as of June 28, 2024 and December 29, 2023; 33,709,919 and 25,493,877 shares issued and outstanding as of June 28, 2024 and December 29, 2023, respectively | 337 | 255 |
Additional paid-in-capital | 39,205 | 24,445 |
Retained (deficit) earnings | (38,185) | 46,537 |
Non-controlling interests | (921) | (747) |
TOTAL STOCKHOLDERS' EQUITY | 436 | 70,490 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 344,514 | $ 426,652 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 28, 2024 | Dec. 29, 2023 |
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 | 33,709,919 | 25,493,877 |
Common stock, shares outstanding | 33,709,919 | 25,493,877 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 90,605 | $ 155,189 | $ 210,648 | $ 319,297 |
Cost of revenue | 121,736 | 155,646 | 257,639 | 313,532 |
Gross margin | (31,131) | (457) | (46,991) | 5,765 |
Selling, general and administrative expenses | 18,079 | 16,943 | 33,603 | 32,502 |
Amortization of intangibles | 644 | 658 | 1,288 | 1,316 |
Total operating expenses | 18,723 | 17,601 | 34,891 | 33,818 |
Equity in (loss) earnings of unconsolidated joint ventures | (1,854) | 7,534 | (1,591) | 6,993 |
Gain on sale of assets | 3,714 | 140 | 3,688 | 1,680 |
Loss from operations | (47,994) | (10,384) | (79,785) | (19,380) |
Interest expense | 1,496 | 576 | 2,393 | 607 |
Other expense (income), net | 1,899 | (649) | 2,545 | (343) |
Net loss before income tax | (51,389) | (10,311) | (84,723) | (19,644) |
Income tax expense | 0 | 0 | 0 | 0 |
Net (loss) income | (51,389) | (10,311) | (84,723) | (19,644) |
Net loss attributable to non-controlling interests | 0 | (11) | (1) | (7) |
Net loss attributable to Shimmick Corporation | $ (51,389) | $ (10,300) | $ (84,722) | $ (19,637) |
Net loss attributable to Shimmick Corporation per common share | ||||
Basic | $ (1.83) | $ (0.47) | $ (3.16) | $ (0.9) |
Diluted | $ (1.83) | $ (0.47) | $ (3.16) | $ (0.9) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained (Deficit) Earnings [Member] | Non-Controlling Interests [Member] |
Beginning balance, value at Dec. 30, 2022 | $ 51,595 | $ 219 | $ 3,341 | $ 49,083 | $ (1,048) |
Beginning balance, shares at Dec. 30, 2022 | 21,908,800 | ||||
Net loss | (19,644) | $ 0 | 0 | (19,367) | (7) |
Stock-based compensation | 1,051 | 0 | 1,051 | 0 | 0 |
Contributions from non-controlling interests | 301 | 0 | 0 | 0 | 301 |
Distributions to non-controlling interests | (260) | $ 0 | 0 | 0 | (260) |
Ending balance, shares at Jun. 30, 2023 | 21,908,800 | ||||
Ending balance, value at Jun. 30, 2023 | 33,043 | $ 219 | 4,392 | 29,446 | (1,014) |
Beginning balance, value at Mar. 31, 2023 | 42,790 | $ 219 | 3,869 | 39,746 | (1,044) |
Beginning balance, shares at Mar. 31, 2023 | 21,908,800 | ||||
Net loss | (10,311) | $ 0 | 0 | (10,300) | (11) |
Stock-based compensation | 523 | 0 | 523 | 0 | 0 |
Contributions from non-controlling interests | 301 | 0 | 0 | 0 | 301 |
Distributions to non-controlling interests | (260) | $ 0 | 0 | 0 | (260) |
Ending balance, shares at Jun. 30, 2023 | 21,908,800 | ||||
Ending balance, value at Jun. 30, 2023 | 33,043 | $ 219 | 4,392 | 29,446 | (1,014) |
Beginning balance, value at Dec. 29, 2023 | 70,490 | $ 255 | 24,445 | 46,537 | (747) |
Beginning balance, shares at Dec. 29, 2023 | 25,493,877 | ||||
Net loss | (84,723) | $ 0 | 0 | (84,722) | (1) |
Issuance of common stock, shares | 8,216,042 | ||||
Issuance of common stock, value | 12,875 | $ 82 | 12,793 | 0 | 0 |
Stock-based compensation | 1,967 | 0 | 1,967 | 0 | 0 |
Distributions to non-controlling interests | (173) | $ 0 | 0 | 0 | (173) |
Ending balance, shares at Jun. 28, 2024 | 33,709,919 | ||||
Ending balance, value at Jun. 28, 2024 | 436 | $ 337 | 39,205 | (38,185) | (921) |
Beginning balance, value at Mar. 29, 2024 | 38,118 | $ 257 | 25,578 | 13,204 | (921) |
Beginning balance, shares at Mar. 29, 2024 | 25,738,857 | ||||
Net loss | (51,389) | $ 0 | 0 | (51,389) | 0 |
Issuance of common stock, shares | 7,971,062 | ||||
Issuance of common stock, value | 12,738 | $ 80 | 12,658 | 0 | 0 |
Stock-based compensation | 969 | $ 0 | 969 | 0 | 0 |
Ending balance, shares at Jun. 28, 2024 | 33,709,919 | ||||
Ending balance, value at Jun. 28, 2024 | $ 436 | $ 337 | $ 39,205 | $ (38,185) | $ (921) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 28, 2024 | Jun. 30, 2023 | |
Cash Flows From Operating Activities | ||
Net loss | $ (84,723) | $ (19,644) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 1,967 | 1,051 |
Depreciation and amortization | 8,199 | 8,549 |
Equity in loss (earnings) of unconsolidated joint ventures | 1,591 | (6,993) |
Return on investment in unconsolidated joint ventures | 421 | 11,437 |
Gain on sale of assets | (3,714) | (1,680) |
Other | 1,478 | 409 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 5,659 | (4,797) |
Contract assets | 7,996 | (9,823) |
Accounts payable | (24,508) | 9,274 |
Contract liabilities | (3,963) | (34,156) |
Accrued salaries, wages and benefits | 1,699 | (427) |
Accrued expenses | 5,176 | (19,336) |
Other assets and liabilities | 3,874 | 5,464 |
Net cash used in operating activities | (78,848) | (60,672) |
Cash Flows From Investing Activities | ||
Purchases of property, plant and equipment | (7,595) | (3,210) |
Proceeds from sale of assets | 11,037 | 4,881 |
Proceeds from advance on sale of non-core business contracts | 0 | 20,000 |
Unconsolidated joint venture equity contributions | (3,460) | (13,310) |
Return of investments in unconsolidated joint ventures | 0 | 4,286 |
Net cash (used in) provided by investing activities | (18) | 12,647 |
Cash Flows From Financing Activities | ||
Borrowings on Credit Facility | 54,200 | 0 |
Net (repayments of) borrowings on Revolving Credit Facility | (14,675) | 30,000 |
Other | (1,691) | (955) |
Net cash provided by financing activities | 37,834 | 29,045 |
Net decrease in cash, cash equivalents and restricted cash | (41,032) | (18,980) |
Cash, cash equivalents and restricted cash, beginning of period | 63,910 | 82,085 |
Cash, cash equivalents and restricted cash, end of period | 22,878 | 63,105 |
Reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets | ||
Cash and cash equivalents | 22,381 | 61,295 |
Restricted cash | 497 | 1,810 |
Total cash, cash equivalents and restricted cash | $ 22,878 | $ 63,105 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (51,389) | $ (10,300) | $ (84,722) | $ (19,637) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 28, 2024 | |
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 |
Rule 10b5-1 Arrangement Modified | false |
Non rule 10b5-1 Arrangement Modified | false |
Business and Organization
Business and Organization | 6 Months Ended |
Jun. 28, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | Note 1. Business and Organization Shimmick Corporation ("Shimmick", 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 condensed consolidated financial statements include the accounts of Shimmick Corporation and its subsidiaries (“Shimmick”, “we”, “our”, “us”, “its” or the “Company”), 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 of $ 2 million and other offering expenses of $ 4 million. Shimmick’s common stock began trading on the NASDAQ Global Market on November 14, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 28, 2024 | |
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 condensed 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. The information furnished reflects all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the results of operations, cash flows and financial position for the interim periods presented. 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. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. The accompanying condensed consolidated interim financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes in our Annual Report on Form 10-K for the fiscal year ended December 29, 2023 ("Form 10-K"). Because of the seasonal nature of some of the Company's operations, the results of operations for the three and six months ended June 28, 2024 are not necessarily indicative of the results of operations to be expected for the full fiscal year. Change in Presentation Certain prior period balances in the condensed consolidated balance sheets and statements of cash flows and accompanying notes have been combined, reclassified or rounded to conform to current period presentation. These changes had no impact on net loss, 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 condensed consolidated financial statements. Accordingly, any information related to or dependent upon the share amounts in the condensed consolidated financial statements and Note 8 - Stock-Based Compensation and Note 9 - Earnings Per Share have been updated to reflect the effect of the stock split. Summary of Significant Accounting Policies Our significant accounting policies are described in more detail in “Note 2 - Basis of Presentation and Summary of Significant Accounting Policies” of our Form 10-K. Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the condensed consolidated financial statements and accompanying notes thereto. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on the condensed 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 interim periods in the fiscal year beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future condensed 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 interim periods in the fiscal year beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future condensed consolidated financial statements. |
Revenue Receivables and Contrac
Revenue Receivables and Contract Assets and Liabilities | 6 Months Ended |
Jun. 28, 2024 | |
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: Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, (In thousands) 2024 2023 2024 2023 Fixed-price $ 82,313 $ 135,310 $ 195,379 $ 286,838 Cost reimbursable 7,876 18,050 14,381 28,893 Equipment and labor revenue 416 1,829 888 3,566 Total revenue $ 90,605 $ 155,189 $ 210,648 $ 319,297 Projects started after the AECOM Sale Transactions ("Shimmick Projects") have focused on water infrastructure and other critical infrastructure. Projects that focus on foundation drilling are referred to as "Foundations Projects". 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, Foundations Projects and Legacy Projects: Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, (In thousands) 2024 2023 2024 2023 Shimmick Projects $ 83,689 $ 103,493 $ 173,981 $ 191,592 Foundations Projects 8,454 8,988 15,094 29,092 Legacy Projects (1) ( 1,538 ) 42,708 21,573 98,613 Total revenue $ 90,605 $ 155,189 $ 210,648 $ 319,297 (1) Legacy Projects revenue for the three and six months ended June 28, 2024 reflect a non-cash adjustment to revenue of $ 23 million to write off previously recorded contract assets as a result of a settlement of a claim on a large Legacy Project in which the Company will receive $ 33 million in cash. See Note 12 - Subsequent Events for additional details. Remaining performance obligations The Company had $ 860 million of remaining performance obligations yet to be satisfied as of June 28, 2024. Our remaining performance obligations have a weighted average life of 2.3 years as of June 28, 2024. 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: June 28, December 29, 2024 2023 Change (In thousands) Contract assets, current and non-current: Costs and estimated earnings in excess of billings on uncompleted contracts $ 119,694 $ 125,943 $ ( 6,249 ) Retainage receivable 46,569 48,316 ( 1,747 ) Total contract assets 166,263 174,259 ( 7,996 ) Contract liabilities, current and non-current: Billings on uncompleted contracts in excess of costs and estimated earnings ( 44,732 ) ( 48,841 ) 4,109 Forward loss reserve ( 69,778 ) ( 70,159 ) 381 Total contract liabilities ( 114,510 ) ( 119,000 ) 4,490 Net $ 51,753 $ 55,259 $ ( 3,506 ) 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 condensed 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 condensed 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 $ 24 million during the six months ended June 28, 2024 that was included in contract liabilities as of December 29, 2023. 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. June 28, December 29, 2024 2023 (In thousands) Total accounts receivable, gross $ 49,473 $ 55,202 Allowance for credit losses ( 954 ) ( 1,024 ) Accounts receivable, net $ 48,519 $ 54,178 Substantially all contract assets as of June 28, 2024 and December 29, 2023 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. See Note 12 - Subsequent Events for the settlement of a claim on a large Legacy Project. Information about significant customers Significant Customers as a Percentage of Accounts Receivable, Net As of June 28, 2024 Customer one 35.7 % Customer two 17.7 % As of December 29, 2023 Customer one 32.5 % Customer two 21.7 % Significant Customers as a Percentage of Revenue Three Months Ended June 28, 2024 Customer one 21.9 % Customer two 19.2 % Customer three 11.9 % Three Months Ended June 30, 2023 Customer one 16.7 % Customer two 13.7 % Customer three 11.5 % Significant Customers as a Percentage of Revenue Six Months Ended June 28, 2024 Customer one 21.6 % Customer two 16.8 % Six Months Ended June 30, 2023 Customer one 15.6 % Customer two 14.3 % Customer three 12.2 % Revisions in Estimates Changes in contract estimates resulted in net decreases in gross margin of $ 33 million for the three months ended June 28, 2024, primarily due to the settlement further described in Note 12 - Subsequent Events and increased forecasted cost to complete loss jobs. Changes in contract estimates resulted in net decreases in gross margin of $ 51 million for the six months ended June 28, 2024, primarily due to the settlement and increased forecasted cost to complete loss jobs. Changes in contract estimates resulted in net decreases in gross margin of $ 15 million for the three and six months ended June 30, 2023, primarily due to increased forecasted costs to complete and an agreed upon contract settlement lower than previously estimated. |
Joint Ventures and Variable Int
Joint Ventures and Variable Interest Entities | 6 Months Ended |
Jun. 28, 2024 | |
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: June 28, December 29, 2024 2023 (In thousands) Current assets $ 46,977 $ 34,071 Non-current assets - 8,971 Total assets 46,977 43,042 Current liabilities 55,984 59,602 Non-current liabilities 2,082 2,013 Total liabilities $ 58,066 $ 61,615 Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, 2024 2023 2024 2023 (In thousands) Revenue $ 3,354 $ 8,859 $ 7,358 $ 13,473 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: June 28, December 29, 2024 2023 (In thousands) Current assets $ 73,367 $ 74,498 Non-current assets 10,398 14,333 Total assets 83,765 88,831 Current liabilities 36,351 42,817 Total liabilities $ 36,351 $ 42,817 Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, 2024 2023 2024 2023 (In thousands) Revenue $ 11,169 $ 13,708 $ 31,625 $ 42,596 Cost of revenue 17,894 ( 1,861 ) 38,825 32,111 Gross margin ( 6,725 ) 15,569 ( 7,200 ) 10,485 Net (loss) income $ ( 6,725 ) $ 15,569 $ ( 7,200 ) $ 10,051 As of June 28, 2024 and December 29, 2023, the Company’s investment in unconsolidated joint ventures was $ 22 million and $ 21 million, respectively. The Company recognized equity in loss of unconsolidated joint ventures of $ 2 million for each of the three and six months ended June 28, 2024 and equity in earnings of unconsolidated joint ventures of $ 8 million and $ 7 million for the three and six months ended June 30, 2023, respectively. Contractually required support provided to the Company’s joint ventures is discussed in Note 11 - 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: Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, 2024 2023 2024 2023 (In thousands) Revenue $ 255 $ 1,124 $ 733 $ 2,169 Amounts included in the condensed consolidated balance sheets related to services provided to unconsolidated joint ventures as of June 28, 2024 and December 29, 2023 are as follows: June 28, December 29, 2024 2023 (In thousands) Accounts receivable, net $ 1,876 $ 2,092 |
Property Plant and Equipment an
Property Plant and Equipment and Intangible Assets | 6 Months Ended |
Jun. 28, 2024 | |
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 June 28, 2024 and December 29, 2023. June 28, December 29, (In thousands) 2024 2023 Building and land $ 3,984 $ 4,002 Machinery, equipment, and vehicles 50,596 70,250 Office equipment, software and construction in progress 16,210 9,324 Property, plant and equipment, gross 70,790 83,576 Accumulated depreciation ( 34,637 ) ( 37,203 ) Property, plant and equipment, net $ 36,153 $ 46,373 Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, 2024 2023 2024 2023 (In thousands) Depreciation expense $ 3,079 $ 3,576 $ 6,778 $ 7,083 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: June 28, 2024 (In thousands) Weighted Average Remaining Useful Life in Years Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net Trademark 3.5 $ 10,600 $ ( 5,300 ) $ 5,300 Customer contracts 2.5 6,373 ( 3,717 ) 2,656 Total $ 16,973 $ ( 9,017 ) $ 7,956 December 29, 2023 (In thousands) Weighted Average Remaining Useful Life in Years Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net Trademark 4 $ 10,600 $ ( 4,543 ) $ 6,057 Customer contracts 3 6,527 ( 3,340 ) 3,187 Total $ 17,127 $ ( 7,883 ) $ 9,244 The Company’s estimated aggregate remaining amortization is as follows: Amortization (In thousands) Expense 2024 $ 1,288 2025 2,577 2026 2,577 2027 1,514 Total $ 7,956 |
Debt
Debt | 6 Months Ended |
Jun. 28, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 6. Debt Total debt outstanding is presented on the condensed consolidated balance sheets as follows: (In thousands) June 28, 2024 December 29, 2023 Revolving Credit Facility $ 14,952 $ 29,914 Unamortized debt issuance costs ( 179 ) ( 287 ) Revolving Credit Facility, net $ 14,773 $ 29,627 (In thousands) June 28, 2024 December 29, 2023 Credit Facility $ 54,200 $ - Unamortized debt issuance costs ( 1,411 ) - Credit Facility, net $ 52,789 $ - Revolving Credit Facility On March 27, 2023, we entered into the 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, September 22, 2023, May 20, 2024 and August 14, 2024. As amended, the Revolving Credit Facility provides for a total commitment of $ 2.8 million and bears interest at an annual rate of adjusted term SOFR, subject to a 1.0 % floor, plus 5.50 %. 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 includes certain financial operating covenants, including a minimum liquidity requirement of $ 7.5 million. As of June 28, 2024, we were not in compliance with the Permitted Investments covenant regarding investments in joint ventures set forth in the Revolving Credit Facility. As a result of the August 14, 2024 amendment, which redefined Permitted Investments, we are not aware of any instances of noncompliance with financial covenants. The Revolving Credit Facility matures on August 31, 2024 . In the three months ended June 28, 2024, we repaid $ 17 million of the amount outstanding under the Revolving Credit Facility. As of June 28, 2024 and December 29, 2023, $ 15 million and $ 30 million was outstanding under the Revolving Credit Facility, respectively. Credit Facility On May 20, 2024, the Company, as guarantor, and its wholly-owned subsidiaries as borrowers (“Borrowers”), Alter Domus (US) LLC, as agent, and AECOM and Berkshire Hathaway Specialty Insurance Company (“BHSI”) as lenders, entered into a revolving credit facility (the “Credit Agreement”). The Credit Agreement provides borrowing capacity up to $ 60 million. The obligations under the Credit Agreement bear interest at a per annum rate equal to one month Term SOFR (as defined in the Credit Agreement), subject to a 1.00 % floor, plus 3.50 %. Interest on any outstanding amounts drawn under the Credit Agreement will be payable, in kind or in cash at the election of the Company, on the last day of each month and upon prepayment. The Credit Agreement matures on May 20, 2029 (the “Maturity Date”), and the Borrowers may borrow, repay and reborrow amounts under the Credit Agreement until the Maturity Date. Obligations of the Borrowers under the Credit Agreement are guaranteed by the Company and secured by a lien on substantially all assets of the Company and the Borrowers. The Credit Agreement contains customary affirmative and negative covenants for a transaction of this type, including covenants that limit liens, asset sales and investments, in each case subject to negotiated exceptions and baskets. In addition, the Credit Agreement contains a maximum leverage ratio covenant as tested quarterly commencing with the close of the third quarter of 2025. The Credit Agreement also contains representations and warranties and event of default provisions customary for a transaction of this type. The Company is not aware of any instances of noncompliance with financial covenants as of June 28, 2024. As of June 28, 2024, $ 54 million was outstanding under the Credit Facility. The transactions with AECOM also included a mutual release and settlement of certain claims with AECOM and a corresponding agreement to issue 7,745,000 shares of our common shares to AECOM. 5,144,622 of the common shares were issued on May 20, 2024 and issuance of the remaining 2,600,378 shares was completed following shareholder approval on June 26, 2024. Of the total common shares issued, 1,036,949 were held in escrow which resulted in an AECOM voting interest of 19.9 % on the June 26, 2024 date of issuance. The Company recognized a loss of $ 1 million in Other expense (income), net within the condensed consolidated statements of operations as a result of the share issuance which represented the excess of the $ 13 million fair market value of the common shares at the time of issuance over the $ 12 million carrying value of the contingent consideration liabilities settled with AECOM. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 28, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7. Income Taxes We compute the year-to-date income tax provision by applying our estimated annual effective tax rate to our year-to-date pre-tax income and adjust for discrete tax items in the period in which they occur. The effective tax rate was 0 % for the three and six months ended June 28, 2024 and June 30, 2023. For the six months ended June 28, 2024, the deferred tax provision resulting from the current year loss is completely offset by the valuation allowance, resulting in zero tax expense. For the six months ended June 30, 2023, the deferred tax provision resulting from the loss, was completely offset by the valuation allowance, resulting in zero tax expense. The Company generally anticipates a zero effective tax rate due to a full valuation allowance. However, the Company may recognize a current tax expense in a specific period if its taxable income, net of available deferred tax assets in that period, exceeds the allowable utilization of tax attributes such as NOL carryforwards. The allowable limitation typically restricts the use of NOL carryforwards to 80 % of taxable income. Deferred Tax Assets and Liabilities We recognize deferred tax assets and liabilities for future tax consequences arising from differences between the carrying amounts of existing assets and liabilities under U.S. GAAP and their respective tax bases, and for net operating loss carryforwards and tax credit carryforwards. We evaluate the recoverability of our deferred tax assets, weighing all positive and negative evidence, and are required to establish or maintain a valuation allowance for these assets if we determine that it is more likely than not that some or all the deferred tax assets will not be realized. As of each reporting date, we consider new evidence, both positive and negative, that could impact our view with regard to the future realization of deferred tax assets. We will maintain our positions with regard to future realization of deferred tax assets, including those with respect to which we continue maintaining valuation allowances, until there is sufficient new evidence to support a change in expectations. Such a change in expectations could arise due to many factors, including those impacting our forecasts of future earnings, as well as changes in the tax laws under which we operate and tax planning. It is not reasonably possible to forecast any such changes at the present time, but it is possible that, should they arise, our view of their effect on the future realization of deferred tax assets may impact materially our condensed consolidated financial statements. After weighing all the evidence, giving more weight to the evidence that was objectively verifiable, a valuation allowance of $ 147 million and $ 124 million as of June 28, 2024 and December 29, 2023, respectively, has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if the objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 28, 2024 | |
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”). 3,729,149 is the maximum aggregate number of shares of Common Stock available 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 millio n and $ 1 million for the six months ended June 28, 2024 and June 30, 2023, respectively. Unrecognized compensation expense related to stock-based grants to employees of Shimmick outstanding as of June 28, 2024 and June 30, 2023 was $ 5 million and $ 4 million, respectively, to be recognized on a straight-line basis over the awards’ weighted average remaining vesting period of 0.8 years and 1.8 years, respectively. For the six months ended June 28, 2024, 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 29, 2023 4,137,183 $ 1.26 $ — 7.6 Exercised ( 285,744 ) 1.26 0.66 — Forfeited & expired ( 314,213 ) 1.26 0.66 — Outstanding as of June 28, 2024 3,537,226 1.26 0.66 6.9 Exercisable as of June 28, 2024 2,695,618 $ 1.26 $ 0.66 6.9 The following table summarizes the activities for unvested Shimmick restricted stock units for the six months ended June 28, 2024: Restricted Stock Units Number of shares Weighted average grant date fair value Unvested as of December 29, 2023 576,714 $ 6.49 Awarded 483,442 1.86 Forfeited ( 20,834 ) 6.56 Outstanding as of June 28, 2024 1,039,322 3.93 Ended vested as of June 28, 2024 175,865 6.56 Ended unvested as of June 28, 2024 863,457 $ 3.93 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 28, 2024 | |
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 and restricted stock units. 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 3.5 million and 4.5 million employee stock options were excluded from the calculation of diluted earnings per share for the three and six months ended June 28, 2024 and June 30, 2023, respectively, as they are antidilutive to the EPS calculation. The computation of basic and diluted EPS is as follows: Three Months Ended Six Months Ended (In thousands, except per share data) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023 Numerator: Net loss attributable to Shimmick Corporation $ ( 51,389 ) $ ( 10,300 ) $ ( 84,722 ) $ ( 19,637 ) Numerator for basic and diluted EPS $ ( 51,389 ) $ ( 10,300 ) $ ( 84,722 ) $ ( 19,637 ) Denominator: Denominator for basic EPS - weighted average shares 28,086 21,909 26,817 21,909 Effect of dilutive securities: Employee stock options — — — — Restricted stock units — — — — Dilutive potential common shares — — — — Denominator for diluted EPS - adjusted weighted average shares and assumed conversions 28,086 21,909 26,817 21,909 Basic earnings per common share $ ( 1.83 ) $ ( 0.47 ) $ ( 3.16 ) $ ( 0.90 ) Diluted earnings per common share $ ( 1.83 ) $ ( 0.47 ) $ ( 3.16 ) $ ( 0.90 ) |
Leases
Leases | 6 Months Ended |
Jun. 28, 2024 | |
Leases [Abstract] | |
Leases | Note 10. Leases Lease expenses recorded within the condensed consolidated statements of operations are comprised as follows: Three Months Ended Six Months Ended (In thousands) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023 Operating lease cost Cost of revenue $ 2,397 $ 3,543 $ 4,749 $ 6,778 Selling, general and administrative expenses 245 379 550 672 Finance lease cost (all in cost of revenue): Amortization of right-of-use assets 66 75 133 150 Interest on lease liabilities 6 6 14 13 Short-term lease cost 100 175 182 318 Total lease cost $ 2,814 $ 4,178 $ 5,628 $ 7,931 Additional condensed consolidated balance sheets information related to leases is as follows: June 28, December 29, (In thousands) Balance Sheet Classification 2024 2023 Assets: Operating lease assets Lease right-of-use assets $ 21,173 $ 23,568 Finance lease assets Lease right-of-use assets 155 287 Total lease assets $ 21,328 $ 23,855 Liabilities: Current: Operating lease liabilities Other current liabilities $ 7,842 $ 8,247 Finance lease liabilities Other current liabilities 190 317 Total current lease liabilities $ 8,032 $ 8,564 Non-current: Operating lease liabilities Lease liabilities, non-current $ 13,154 $ 15,017 Finance lease liabilities Lease liabilities, non-current - 28 Total non-current lease liabilities $ 13,154 $ 15,045 Weighted average remaining lease term information related to leases is as follows: June 28, December 29, 2024 2023 Weighted average remaining lease term (in years): Operating leases 3.3 3.4 Finance leases 0.6 1.1 Weighted average discount rate: Operating leases 6.5 % 6.3 % Finance leases 9.9 % 9.9 % Supplemental cash flow information related to leases is as follows: Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, (In thousands) 2024 2023 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,873 $ 3,236 $ 5,207 $ 6,028 Financing cash flows from finance leases 78 78 155 155 Right-of-use assets obtained in exchange for new operating leases $ 165 $ 2,440 $ 2,045 $ 11,044 Total remaining lease payments under both the Company’s operating and finance leases are as follows: Operating Financing (In thousands) Leases Leases Year 2024 $ 4,599 $ 169 2025 8,883 28 2026 4,081 — 2027 2,424 — 2028 2,236 — Thereafter 1,077 — Total lease payments 23,300 197 Amounts representing interest ( 2,304 ) ( 7 ) Total lease liabilities $ 20,996 $ 190 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 28, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. 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 condensed 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 June 28, 2024 and December 29, 2023, and believes that the ultimate resolution of such matters will not materially affect the Company's condensed consolidated financial position, results of operations, or cash flows. The Company has recorded contingent consideration as of June 28, 2024 and December 29, 2023 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. The Company did not have any letters of credit outstanding as of June 28, 2024 or December 29, 2023. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 28, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12. Subsequent Events Legacy Project Settlement On August 8, 2024, the Company entered into a settlement agreement involving change orders and additional compensation sought for a federal lock and dam project. Pursuant to the settlement agreement, the United States Army Corps of Engineers agreed to pay the Company $ 33 million, which is expected to be collected in fiscal year 2024. The settlement amount is recorded in contract assets within the condensed consolidated balance sheets. As a result of the settlement and previously estimated contract revenue, the Company recognized a net loss of $ 30 million on the project during the three months ended June 28, 2024, which includes a $ 23 million reduction to revenue and a $ 7 million adjustment to forward loss reserve, within the condensed consolidated statements of operations for the three and six months ended June 28, 2024. Sale-Leaseback Agreement On August 9, 2024, we completed the previously disclosed transaction for the sale-leaseback of our equipment yard in Tracy, California. The agreement consummated the sale of the equipment yard for $ 20.5 million and allows us to continue using the property pursuant to a separately executed seven-year lease. We received net proceeds of $ 17 million, after adjustments for prepaid rent through February 2026 and related closing costs, which were used to repay borrowings under the Revolving Credit Facility. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 28, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed 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. The information furnished reflects all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the results of operations, cash flows and financial position for the interim periods presented. 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. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. The accompanying condensed consolidated interim financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes in our Annual Report on Form 10-K for the fiscal year ended December 29, 2023 ("Form 10-K"). Because of the seasonal nature of some of the Company's operations, the results of operations for the three and six months ended June 28, 2024 are not necessarily indicative of the results of operations to be expected for the full fiscal year. |
Change in Presentation | Change in Presentation Certain prior period balances in the condensed consolidated balance sheets and statements of cash flows and accompanying notes have been combined, reclassified or rounded to conform to current period presentation. These changes had no impact on net loss, 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 condensed consolidated financial statements. Accordingly, any information related to or dependent upon the share amounts in the condensed consolidated financial statements and Note 8 - Stock-Based Compensation and Note 9 - Earnings Per Share have been updated to reflect the effect of the stock split. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Our significant accounting policies are described in more detail in “Note 2 - Basis of Presentation and Summary of Significant Accounting Policies” of our Form 10-K. |
Use of Estimates | Use of Estimates The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the condensed consolidated financial statements and accompanying notes thereto. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on the condensed 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 interim periods in the fiscal year beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future condensed 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 interim periods in the fiscal year beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its future condensed consolidated financial statements. |
Revenue Receivables and Contr_2
Revenue Receivables and Contract Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 28, 2024 | |
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: Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, (In thousands) 2024 2023 2024 2023 Fixed-price $ 82,313 $ 135,310 $ 195,379 $ 286,838 Cost reimbursable 7,876 18,050 14,381 28,893 Equipment and labor revenue 416 1,829 888 3,566 Total revenue $ 90,605 $ 155,189 $ 210,648 $ 319,297 Projects started after the AECOM Sale Transactions ("Shimmick Projects") have focused on water infrastructure and other critical infrastructure. Projects that focus on foundation drilling are referred to as "Foundations Projects". 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, Foundations Projects and Legacy Projects: Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, (In thousands) 2024 2023 2024 2023 Shimmick Projects $ 83,689 $ 103,493 $ 173,981 $ 191,592 Foundations Projects 8,454 8,988 15,094 29,092 Legacy Projects (1) ( 1,538 ) 42,708 21,573 98,613 Total revenue $ 90,605 $ 155,189 $ 210,648 $ 319,297 (1) Legacy Projects revenue for the three and six months ended June 28, 2024 reflect a non-cash adjustment to revenue of $ 23 million to write off previously recorded contract assets as a result of a settlement of a claim on a large Legacy Project in which the Company will receive $ 33 million in cash. See Note 12 - Subsequent Events for additional details. |
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: June 28, December 29, 2024 2023 Change (In thousands) Contract assets, current and non-current: Costs and estimated earnings in excess of billings on uncompleted contracts $ 119,694 $ 125,943 $ ( 6,249 ) Retainage receivable 46,569 48,316 ( 1,747 ) Total contract assets 166,263 174,259 ( 7,996 ) Contract liabilities, current and non-current: Billings on uncompleted contracts in excess of costs and estimated earnings ( 44,732 ) ( 48,841 ) 4,109 Forward loss reserve ( 69,778 ) ( 70,159 ) 381 Total contract liabilities ( 114,510 ) ( 119,000 ) 4,490 Net $ 51,753 $ 55,259 $ ( 3,506 ) |
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. June 28, December 29, 2024 2023 (In thousands) Total accounts receivable, gross $ 49,473 $ 55,202 Allowance for credit losses ( 954 ) ( 1,024 ) Accounts receivable, net $ 48,519 $ 54,178 |
Summary of Information About Significant Customers | Information about significant customers Significant Customers as a Percentage of Accounts Receivable, Net As of June 28, 2024 Customer one 35.7 % Customer two 17.7 % As of December 29, 2023 Customer one 32.5 % Customer two 21.7 % Significant Customers as a Percentage of Revenue Three Months Ended June 28, 2024 Customer one 21.9 % Customer two 19.2 % Customer three 11.9 % Three Months Ended June 30, 2023 Customer one 16.7 % Customer two 13.7 % Customer three 11.5 % Significant Customers as a Percentage of Revenue Six Months Ended June 28, 2024 Customer one 21.6 % Customer two 16.8 % Six Months Ended June 30, 2023 Customer one 15.6 % Customer two 14.3 % Customer three 12.2 % |
Joint Ventures and Variable I_2
Joint Ventures and Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 28, 2024 | |
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: June 28, December 29, 2024 2023 (In thousands) Current assets $ 46,977 $ 34,071 Non-current assets - 8,971 Total assets 46,977 43,042 Current liabilities 55,984 59,602 Non-current liabilities 2,082 2,013 Total liabilities $ 58,066 $ 61,615 Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, 2024 2023 2024 2023 (In thousands) Revenue $ 3,354 $ 8,859 $ 7,358 $ 13,473 |
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: June 28, December 29, 2024 2023 (In thousands) Current assets $ 73,367 $ 74,498 Non-current assets 10,398 14,333 Total assets 83,765 88,831 Current liabilities 36,351 42,817 Total liabilities $ 36,351 $ 42,817 Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, 2024 2023 2024 2023 (In thousands) Revenue $ 11,169 $ 13,708 $ 31,625 $ 42,596 Cost of revenue 17,894 ( 1,861 ) 38,825 32,111 Gross margin ( 6,725 ) 15,569 ( 7,200 ) 10,485 Net (loss) income $ ( 6,725 ) $ 15,569 $ ( 7,200 ) $ 10,051 |
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: Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, 2024 2023 2024 2023 (In thousands) Revenue $ 255 $ 1,124 $ 733 $ 2,169 |
Summary of Condensed Consolidated Balance Sheets Related to Services Provided to Unconsolidated Joint Ventures | Amounts included in the condensed consolidated balance sheets related to services provided to unconsolidated joint ventures as of June 28, 2024 and December 29, 2023 are as follows: June 28, December 29, 2024 2023 (In thousands) Accounts receivable, net $ 1,876 $ 2,092 |
Property Plant and Equipment _2
Property Plant and Equipment and Intangible Assets (Tables) | 6 Months Ended |
Jun. 28, 2024 | |
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 June 28, 2024 and December 29, 2023. June 28, December 29, (In thousands) 2024 2023 Building and land $ 3,984 $ 4,002 Machinery, equipment, and vehicles 50,596 70,250 Office equipment, software and construction in progress 16,210 9,324 Property, plant and equipment, gross 70,790 83,576 Accumulated depreciation ( 34,637 ) ( 37,203 ) Property, plant and equipment, net $ 36,153 $ 46,373 Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, 2024 2023 2024 2023 (In thousands) Depreciation expense $ 3,079 $ 3,576 $ 6,778 $ 7,083 |
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: June 28, 2024 (In thousands) Weighted Average Remaining Useful Life in Years Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net Trademark 3.5 $ 10,600 $ ( 5,300 ) $ 5,300 Customer contracts 2.5 6,373 ( 3,717 ) 2,656 Total $ 16,973 $ ( 9,017 ) $ 7,956 December 29, 2023 (In thousands) Weighted Average Remaining Useful Life in Years Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net Trademark 4 $ 10,600 $ ( 4,543 ) $ 6,057 Customer contracts 3 6,527 ( 3,340 ) 3,187 Total $ 17,127 $ ( 7,883 ) $ 9,244 |
Schedule of Estimated Aggregate Remaining Amortization | The Company’s estimated aggregate remaining amortization is as follows: Amortization (In thousands) Expense 2024 $ 1,288 2025 2,577 2026 2,577 2027 1,514 Total $ 7,956 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 28, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Total debt outstanding is presented on the condensed consolidated balance sheets as follows: (In thousands) June 28, 2024 December 29, 2023 Revolving Credit Facility $ 14,952 $ 29,914 Unamortized debt issuance costs ( 179 ) ( 287 ) Revolving Credit Facility, net $ 14,773 $ 29,627 (In thousands) June 28, 2024 December 29, 2023 Credit Facility $ 54,200 $ - Unamortized debt issuance costs ( 1,411 ) - Credit Facility, net $ 52,789 $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 28, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | For the six months ended June 28, 2024, 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 29, 2023 4,137,183 $ 1.26 $ — 7.6 Exercised ( 285,744 ) 1.26 0.66 — Forfeited & expired ( 314,213 ) 1.26 0.66 — Outstanding as of June 28, 2024 3,537,226 1.26 0.66 6.9 Exercisable as of June 28, 2024 2,695,618 $ 1.26 $ 0.66 6.9 |
Summary of Unvested Restricted Stock Units | The following table summarizes the activities for unvested Shimmick restricted stock units for the six months ended June 28, 2024: Restricted Stock Units Number of shares Weighted average grant date fair value Unvested as of December 29, 2023 576,714 $ 6.49 Awarded 483,442 1.86 Forfeited ( 20,834 ) 6.56 Outstanding as of June 28, 2024 1,039,322 3.93 Ended vested as of June 28, 2024 175,865 6.56 Ended unvested as of June 28, 2024 863,457 $ 3.93 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 28, 2024 | |
Earnings Per Share [Abstract] | |
Summary of computation of basic and diluted EPS | The computation of basic and diluted EPS is as follows: Three Months Ended Six Months Ended (In thousands, except per share data) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023 Numerator: Net loss attributable to Shimmick Corporation $ ( 51,389 ) $ ( 10,300 ) $ ( 84,722 ) $ ( 19,637 ) Numerator for basic and diluted EPS $ ( 51,389 ) $ ( 10,300 ) $ ( 84,722 ) $ ( 19,637 ) Denominator: Denominator for basic EPS - weighted average shares 28,086 21,909 26,817 21,909 Effect of dilutive securities: Employee stock options — — — — Restricted stock units — — — — Dilutive potential common shares — — — — Denominator for diluted EPS - adjusted weighted average shares and assumed conversions 28,086 21,909 26,817 21,909 Basic earnings per common share $ ( 1.83 ) $ ( 0.47 ) $ ( 3.16 ) $ ( 0.90 ) Diluted earnings per common share $ ( 1.83 ) $ ( 0.47 ) $ ( 3.16 ) $ ( 0.90 ) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 28, 2024 | |
Leases [Abstract] | |
Schedule of Lease Expense | Lease expenses recorded within the condensed consolidated statements of operations are comprised as follows: Three Months Ended Six Months Ended (In thousands) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023 Operating lease cost Cost of revenue $ 2,397 $ 3,543 $ 4,749 $ 6,778 Selling, general and administrative expenses 245 379 550 672 Finance lease cost (all in cost of revenue): Amortization of right-of-use assets 66 75 133 150 Interest on lease liabilities 6 6 14 13 Short-term lease cost 100 175 182 318 Total lease cost $ 2,814 $ 4,178 $ 5,628 $ 7,931 |
Schedule of Balance Sheets Information Related to Leases | Additional condensed consolidated balance sheets information related to leases is as follows: June 28, December 29, (In thousands) Balance Sheet Classification 2024 2023 Assets: Operating lease assets Lease right-of-use assets $ 21,173 $ 23,568 Finance lease assets Lease right-of-use assets 155 287 Total lease assets $ 21,328 $ 23,855 Liabilities: Current: Operating lease liabilities Other current liabilities $ 7,842 $ 8,247 Finance lease liabilities Other current liabilities 190 317 Total current lease liabilities $ 8,032 $ 8,564 Non-current: Operating lease liabilities Lease liabilities, non-current $ 13,154 $ 15,017 Finance lease liabilities Lease liabilities, non-current - 28 Total non-current lease liabilities $ 13,154 $ 15,045 |
Schedule of Weighted Average Remaining Lease Term | Weighted average remaining lease term information related to leases is as follows: June 28, December 29, 2024 2023 Weighted average remaining lease term (in years): Operating leases 3.3 3.4 Finance leases 0.6 1.1 Weighted average discount rate: Operating leases 6.5 % 6.3 % Finance leases 9.9 % 9.9 % |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows: Three Months Ended Six Months Ended June 28, June 30, June 28, June 30, (In thousands) 2024 2023 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,873 $ 3,236 $ 5,207 $ 6,028 Financing cash flows from finance leases 78 78 155 155 Right-of-use assets obtained in exchange for new operating leases $ 165 $ 2,440 $ 2,045 $ 11,044 |
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 (In thousands) Leases Leases Year 2024 $ 4,599 $ 169 2025 8,883 28 2026 4,081 — 2027 2,424 — 2028 2,236 — Thereafter 1,077 — Total lease payments 23,300 197 Amounts representing interest ( 2,304 ) ( 7 ) Total lease liabilities $ 20,996 $ 190 |
Business and Organization - Add
Business and Organization - Additional Information (Details) $ / shares in Units, $ in Millions | Nov. 16, 2023 USD ($) $ / shares shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Initial public offering | shares | 3,575,000 |
Common stock price per share | $ / shares | $ 7 |
Proceeds from IPO | $ 19 |
Proceeds after deducting underwriting discounts and commissions | 2 |
Other offering costs | $ 4 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - $ / shares | Jun. 28, 2024 | Dec. 29, 2023 | Oct. 23, 2023 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common stock, shares authorized | 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 or stated value per share | $ 0.01 | ||
Common stock, shares issued | 33,709,919 | 25,493,877 | 2.7386 |
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 - Summary of Company's Revenue Disaggregated by Contract Types (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 90,605 | $ 155,189 | $ 210,648 | $ 319,297 |
Fixed-Price [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 82,313 | 135,310 | 195,379 | 286,838 |
Cost Reimbursable [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 7,876 | 18,050 | 14,381 | 28,893 |
Equipment and Labor Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 416 | $ 1,829 | $ 888 | $ 3,566 |
Revenue Receivables and Contr_4
Revenue Receivables and Contract Assets and Liabilities - Summary of Company's Revenue Disaggregated by Shimmick Projects and Legacy Projects (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | ||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 90,605 | $ 155,189 | $ 210,648 | $ 319,297 | |
Shimmick Projects [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | 83,689 | 103,493 | 173,981 | 191,592 | |
Foundations Projects [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | 8,454 | 8,988 | 15,094 | 29,092 | |
Legacy Projects [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | [1] | $ (1,538) | $ 42,708 | $ 21,573 | $ 98,613 |
[1] Legacy Projects revenue for the three and six months ended June 28, 2024 reflect a non-cash adjustment to revenue of $ 23 million to write off previously recorded contract assets as a result of a settlement of a claim on a large Legacy Project in which the Company will receive $ 33 million in cash. See Note 12 - Subsequent Events for additional details. |
Revenue Receivables and Contr_5
Revenue Receivables and Contract Assets and Liabilities - Summary of Company's Revenue Disaggregated by Shimmick Projects and Legacy Projects (Paranthetical) (Details) - Legacy Project Settlement [Member] $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 28, 2024 USD ($) | Jun. 28, 2024 USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Non-cash adjustment to revenue | $ 23 | $ 23 |
Cash settlement of claim | $ 33 | $ 33 |
Revenue Receivables and Contr_6
Revenue Receivables and Contract Assets and Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Performance obligations yet to be satisfied | $ 860,000 | $ 860,000 | ||
Revenue performance obligation weighted average life | 2 years 3 months 18 days | |||
Revenue recognized | 24,000 | |||
Net (loss) income | $ (51,389) | $ (10,311) | (84,723) | $ (19,644) |
Revisions in Estimates Increase [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net (loss) income | $ 33,000 | $ 51,000 | $ 15,000 |
Revenue Receivables and Contr_7
Revenue Receivables and Contract Assets and Liabilities - Summary of Information about Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Dec. 29, 2023 | |
Revenue from Contract with Customer [Abstract] | |||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ 119,694 | $ 125,943 | |
Costs and estimated earnings in excess of billings on uncompleted contracts, Change | (6,249) | ||
Retainage receivable | 46,569 | 48,316 | |
Retainage receivable, Change | (1,747) | ||
Total contract assets | 166,263 | 174,259 | |
Total contract assets, Change | (7,996) | $ 9,823 | |
Billings on uncompleted contracts in excess of costs and estimated earnings | (44,732) | (48,841) | |
Billings on uncompleted contracts in excess of costs and estimated earnings, Change | 4,109 | ||
Forward loss reserve | (69,778) | (70,159) | |
Forward loss reserve, Change | 381 | ||
Total contract liabilities | (114,510) | (119,000) | |
Total contract liabilities, Change | 4,490 | ||
Net | 51,753 | $ 55,259 | |
Net, Change | $ (3,506) |
Revenue Receivables and Contr_8
Revenue Receivables and Contract Assets and Liabilities - Summary of Unconditional Right to Cash from Clients (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Dec. 29, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Total accounts receivable, gross | $ 49,473 | $ 55,202 |
Allowance for credit losses | (954) | (1,024) |
Accounts receivable, net | $ 48,519 | $ 54,178 |
Revenue Receivables and Contr_9
Revenue Receivables and Contract Assets and Liabilities - Summary of Information about Significant Customers (Details) - Customer Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | Dec. 29, 2023 | |
Customer One [Member] | Percentage of Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration of risk | 35.70% | 32.50% | |||
Customer One [Member] | Percentage of Revenue [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration of risk | 21.90% | 16.70% | 21.60% | 15.60% | |
Customer Two [Member] | Percentage of Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration of risk | 17.70% | 21.70% | |||
Customer Two [Member] | Percentage of Revenue [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration of risk | 19.20% | 13.70% | 16.80% | 14.30% | |
Customer Three [Member] | Percentage of Revenue [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration of risk | 11.90% | 11.50% | 12.20% |
Joint Ventures and Variable I_3
Joint Ventures and Variable Interest Entities -Summary of Financial Information of Consolidated Joint Ventures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | Dec. 29, 2023 | |
Current assets | $ 208,825 | $ 208,825 | $ 257,458 | ||
TOTAL ASSETS | 344,514 | 344,514 | 426,652 | ||
Current liabilities | 265,979 | 265,979 | 271,253 | ||
TOTAL LIABILITIES | 344,078 | 344,078 | 356,162 | ||
Revenue | 90,605 | $ 155,189 | 210,648 | $ 319,297 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||||
Current assets | 46,977 | 46,977 | 34,071 | ||
Non-current assets | 0 | 0 | 8,971 | ||
TOTAL ASSETS | 46,977 | 46,977 | 43,042 | ||
Current liabilities | 55,984 | 55,984 | 59,602 | ||
Non-current liabilities | 2,082 | 2,082 | 2,013 | ||
TOTAL LIABILITIES | 58,066 | 58,066 | $ 61,615 | ||
Revenue | $ 3,354 | $ 8,859 | $ 7,358 | $ 13,473 |
Joint Ventures and Variable I_4
Joint Ventures and Variable Interest Entities -Summary of Financial Information of Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | Dec. 29, 2023 | |
Current assets | $ 208,825 | $ 208,825 | $ 257,458 | ||
TOTAL ASSETS | 344,514 | 344,514 | 426,652 | ||
Current liabilities | 265,979 | 265,979 | 271,253 | ||
TOTAL LIABILITIES | 344,078 | 344,078 | 356,162 | ||
Revenue | 90,605 | $ 155,189 | 210,648 | $ 319,297 | |
Gross margin | (31,131) | (457) | (46,991) | 5,765 | |
Net (loss) income | (51,389) | (10,311) | (84,723) | (19,644) | |
Variable Interest Entity, Not Primary Beneficiary [Member] | |||||
Current assets | 73,367 | 73,367 | 74,498 | ||
Non-current assets | 10,398 | 10,398 | 14,333 | ||
TOTAL ASSETS | 83,765 | 83,765 | 88,831 | ||
Current liabilities | 36,351 | 36,351 | 42,817 | ||
TOTAL LIABILITIES | 36,351 | 36,351 | $ 42,817 | ||
Revenue | 11,169 | 13,708 | 31,625 | 42,596 | |
Cost of revenue | 17,894 | (1,861) | 38,825 | 32,111 | |
Gross margin | (6,725) | 15,569 | (7,200) | 10,485 | |
Net (loss) income | $ (6,725) | $ 15,569 | $ (7,200) | $ 10,051 |
Joint Ventures and Variable I_5
Joint Ventures and Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | Dec. 29, 2023 | |
Statement of Financial Position [Abstract] | |||||
Investment in unconsolidated joint ventures | $ 22,202 | $ 22,202 | $ 21,283 | ||
Equity in (loss) earnings of unconsolidated joint ventures | $ (1,854) | $ 7,534 | $ (1,591) | $ 6,993 |
Joint Ventures and Variable I_6
Joint Ventures and Variable Interest Entities -Summary of Revenue Included Related to Services Provided to Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Revenue | $ 90,605 | $ 155,189 | $ 210,648 | $ 319,297 |
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue | $ 255 | $ 1,124 | $ 733 | $ 2,169 |
Joint Ventures and Variable I_7
Joint Ventures and Variable Interest Entities - Summary of Condensed Consolidated Balance Sheets Related to Services Provided to Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Dec. 29, 2023 |
Related Party [Member] | ||
Accounts receivable, net | $ 1,876 | $ 2,092 |
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 | Jun. 28, 2024 | Dec. 29, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 70,790 | $ 83,576 |
Accumulated depreciation | (34,637) | (37,203) |
Property, plant and equipment, net | 36,153 | 46,373 |
Building and land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,984 | 4,002 |
Machinery, equipment, and vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 50,596 | 70,250 |
Office equipment, software and construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 16,210 | $ 9,324 |
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 3,079 | $ 3,576 | $ 6,778 | $ 7,083 |
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 | Jun. 28, 2024 | Dec. 29, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 16,973 | $ 17,127 |
Accumulated Amortization | (9,017) | (7,883) |
Total | $ 7,956 | $ 9,244 |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 3 years 6 months | 4 years |
Intangible Assets, Gross | $ 10,600 | $ 10,600 |
Accumulated Amortization | (5,300) | (4,543) |
Total | $ 5,300 | $ 6,057 |
Customer contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 2 years 6 months | 3 years |
Intangible Assets, Gross | $ 6,373 | $ 6,527 |
Accumulated Amortization | (3,717) | (3,340) |
Total | $ 2,656 | $ 3,187 |
Property Plant and Equipment _6
Property Plant and Equipment and Intangible Assets - Schedule of Estimated Aggregate Remaining Amortization (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Dec. 29, 2023 |
Property, Plant and Equipment [Abstract] | ||
2024 | $ 1,288 | |
2025 | 2,577 | |
2026 | 2,577 | |
2027 | 1,514 | |
Total | $ 7,956 | $ 9,244 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Dec. 29, 2023 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Gross amount | $ 14,952 | $ 29,914 |
Unamortized debt issuance costs | (179) | (287) |
Total | 14,773 | 29,627 |
Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Gross amount | 54,200 | 0 |
Unamortized debt issuance costs | (1,411) | 0 |
Total | $ 52,789 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
May 20, 2024 | Sep. 22, 2023 | Jun. 28, 2024 | Jun. 28, 2024 | Jun. 26, 2024 | Dec. 29, 2023 | Oct. 23, 2023 | Mar. 27, 2023 | |
Debt Instrument [Line Items] | ||||||||
Common stock, shares issued | 33,709,919 | 33,709,919 | 25,493,877 | 2.7386 | ||||
Market value of common shares | $ 12,738 | $ 12,875 | ||||||
AECOM [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Common stock shares agreed to issue | 7,745,000 | |||||||
Common stock, shares issued | 5,144,622 | |||||||
Remaining shares for issuance | 2,600,378 | |||||||
Common stock shares issued, held in escrow | 1,036,949 | |||||||
Voting interest of common shares issued held in escrow | 19.90% | |||||||
Gain loss on other expense (income), net | (1,000) | |||||||
Market value of common shares | 13,000 | |||||||
Carrying value of contingent consideration liabilities | 12,000 | 12,000 | ||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, borrowing capacity | $ 2,800 | $ 30,000 | ||||||
Revolving Line of Credit termination date | Aug. 31, 2024 | |||||||
Line of credit facility, unused line fee , percentage | 0.50% | |||||||
Minimum liquidity requirement | $ 7,500 | |||||||
Collateral management fee | 0.50% | |||||||
Repayment of outstanding amount | 17,000 | |||||||
Outstanding amount | 15,000 | 15,000 | $ 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 | 5.50% | |||||||
Revolving Credit Facility [Member] | Base Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, percentage | 1% | |||||||
Line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, borrowing capacity | $ 60,000 | |||||||
Debt instrument, interest rate, percentage | 1% | |||||||
Revolving Line of Credit termination date | May 20, 2029 | |||||||
Outstanding amount | $ 54,000 | $ 54,000 | ||||||
Line of Credit [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, percentage | 3.50% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2024 | Jun. 28, 2024 | Jun. 30, 2023 | Dec. 29, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 0% | 0% | ||
Carryforward taxable income | 80% | |||
Effective tax rate valuation allowance | 0% | |||
Valuation allowance of the deferred tax asset | $ 147 | $ 147 | $ 124 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Apr. 12, 2021 | Jun. 28, 2024 | Jun. 30, 2023 | Nov. 13, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Compensation expense related to stock-based grants | $ 2 | $ 1 | ||
Unrecognized compensation expense | $ 5 | $ 4 | ||
Recognition period of unrecognized compensation expense | 9 months 18 days | 1 year 9 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 | 6 Months Ended | 12 Months Ended |
Jun. 28, 2024 | Dec. 29, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of shares, Outstanding as of December 29, 2023 | 4,137,183 | |
Number of shares, Exercised | (285,744) | |
Number of shares, Forfeited & expired | (314,213) | |
Number of shares, Outstanding as of June 28, 2024 | 3,537,226 | 4,137,183 |
Number of shares, Exercisable as of June 28, 2024 | 2,695,618 | |
Weighted average exercise price per share, Outstanding as of December 29, 2023 | $ 1.26 | |
Weighted average exercise price per share, Exercised | 1.26 | |
Weighted average exercise price per share, Forfeited & expired | 1.26 | |
Weighted average exercise price per share, Outstanding as of June 28, 2024 | 1.26 | $ 1.26 |
Weighted average exercise price per share, Exercisable as of June 28, 2024 | 1.26 | |
Weighted average grant date fair value, Outstanding as of December 29, 2023 | 0 | |
Weighted average grant date fair value, Exercised | 0.66 | |
Weighted average grant date fair value, Forfeited & expired | 0.66 | |
Weighted average grant date fair value, Outstanding as of June 28, 2024 | 0.66 | $ 0 |
Weighted average grant date fair value, Exercisable as of June 28, 2024 | $ 0.66 | |
Weighted average years of remaining contractual term, Outstanding | 6 years 10 months 24 days | 7 years 7 months 6 days |
Weighted average years of remaining contractual term, Exercised | 0 years | |
Weighted average years of remaining contractual term, Forfeited & expired | 0 years | |
Weighted average years of remaining contractual term, Exercisable as of June 28, 2024 | 6 years 10 months 24 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Unvested Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 28, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning Balance | shares | 576,714 |
Awarded | shares | 483,442 |
Forfeited | shares | (20,834) |
Outstanding as of June 28, 2024 | shares | 1,039,322 |
Ended vested as of June 28, 2024 | shares | 175,865 |
Ending balance | shares | 863,457 |
Weighted average grant date fair value Beginning balance | $ / shares | $ 6.49 |
Weighted average grant date fair value, Awarded | $ / shares | 1.86 |
Weighted average grant date fair value , Forfeited | $ / shares | 6.56 |
Weighted average grant date fair value, Outstanding Ending | $ / shares | 3.93 |
Weighted average grant date fair value, Vested | $ / shares | 6.56 |
Weighted average grant date fair value, Ending balance | $ / shares | $ 3.93 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Employee stock options excluded from diluted EPS | 3.5 | 4.5 | 3.5 | 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 | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net loss attributable to Shimmick Corporation | $ (51,389) | $ (10,300) | $ (84,722) | $ (19,637) |
Numerator for basic and diluted EPS | $ (51,389) | $ (10,300) | $ (84,722) | $ (19,637) |
Denominator: | ||||
Denominator for basic EPS - weighted average shares | 28,086 | 21,909 | 26,817 | 21,909 |
Effect of dilutive securities: | ||||
Employee stock options | 0 | 0 | 0 | 0 |
Restricted stock units | 0 | 0 | 0 | 0 |
Dilutive potential common shares | 0 | 0 | 0 | 0 |
Denominator for diluted EPS - adjusted weighted average shares and assumed conversions | 28,086 | 21,909 | 26,817 | 21,909 |
Basic EPS: | ||||
Basic earnings per common share | $ (1.83) | $ (0.47) | $ (3.16) | $ (0.9) |
Diluted EPS: | ||||
Diluted earnings per common share | $ (1.83) | $ (0.47) | $ (3.16) | $ (0.9) |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Lessee, Lease, Description [Line Items] | ||||
Amortization of right-of-use assets | $ 66 | $ 75 | $ 133 | $ 150 |
Interest on lease liabilities | 6 | 6 | 14 | 13 |
Short term lease cost | 100 | 175 | 182 | 318 |
Total lease cost | 2,814 | 4,178 | 5,628 | 7,931 |
Cost of Revenue [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease cost | 2,397 | 3,543 | 4,749 | 6,778 |
Selling, General and Administrative Expenses [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease cost | $ 245 | $ 379 | $ 550 | $ 672 |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheets Information Related to Leases (Details) - USD ($) $ in Thousands | Jun. 28, 2024 | Dec. 29, 2023 |
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 | $ 21,173 | $ 23,568 |
Finance lease assets | 155 | 287 |
Total lease assets | 21,328 | 23,855 |
Operating lease liabilities, current | 7,842 | 8,247 |
Finance lease liabilities, current | 190 | 317 |
Total current lease liabilities | 8,032 | 8,564 |
Operating lease liabilities, noncurrent | 13,154 | 15,017 |
Finance lease liabilities, noncurrent | 0 | 28 |
Total non-current lease liabilities | $ 13,154 | $ 15,045 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term (Details) | Jun. 28, 2024 | Dec. 29, 2023 |
Leases [Abstract] | ||
Weighted-average remaining lease term - Operating leases | 3 years 3 months 18 days | 3 years 4 months 24 days |
Weighted-average remaining lease term - Finance leases | 7 months 6 days | 1 year 1 month 6 days |
Weighted-average discount rate - Operating leases | 6.50% | 6.30% |
Weighted-average discount rate - Finance leases | 9.90% | 9.90% |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | |
Lessee, Lease, Description [Line Items] | ||||
Operating cash flows from operating leases | $ 2,873 | $ 3,236 | $ 5,207 | $ 6,028 |
Financing cash flows from finance leases | 78 | 78 | 155 | 155 |
Right-of-use assets obtained in exchange for new operating leases | $ 165 | $ 2,440 | $ 2,045 | $ 11,044 |
Leases - Schedule of Remaining
Leases - Schedule of Remaining Lease Payments Under Operating and Financing Leases (Details) $ in Thousands | Jun. 28, 2024 USD ($) |
Operating Leases | |
2024 | $ 4,599 |
2025 | 8,883 |
2026 | 4,081 |
2027 | 2,424 |
2028 | 2,236 |
Thereafter | 1,077 |
Total lease payments | 23,300 |
Amounts representing interest | (2,304) |
Total lease liabilities | 20,996 |
Financing Leases | |
2024 | 169 |
2025 | 28 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total lease payments | 197 |
Amounts representing interest | (7) |
Total lease liabilities | $ 190 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Aug. 09, 2024 | Jun. 28, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jun. 30, 2023 | Aug. 08, 2024 | |
Subsequent Event [Line Items] | ||||||
Net loss | $ (51,389) | $ (10,311) | $ (84,723) | $ (19,644) | ||
Proceeds from transaction for the sale leaseback | 54,200 | $ 0 | ||||
Legacy Project Settlement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Amount collected from the settlement | 33,000 | 33,000 | ||||
Net loss | 30,000 | |||||
Reduction to revenue | 23,000 | 23,000 | ||||
Adjustment to forward loss reserve | $ 7,000 | $ 7,000 | ||||
Subsequent Event [Member] | Legacy Project Settlement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Amount collected from the settlement | $ 33,000 | |||||
Subsequent Event [Member] | Sale-Leaseback Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from transaction for the sale leaseback | $ 20,500 | |||||
Net proceeds after adjustments for prepaid rent | $ 17,000 |