UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2026
Shimmick Corporation
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-41867 |
84-3749368 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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530 Technology Drive Suite 300 Irvine, CA |
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92618 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (833) 723-2021
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
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SHIM |
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NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On March 12, 2026, Shimmick Corporation (the "Company") issued a press release announcing financial results for the fourth quarter and full fiscal year ended January 2, 2026. A copy of this press release ("Earnings Release") is furnished with this Current Report on Form 8-K as Exhibit 99.1.
The information in this Item 2.02 and Exhibit 99.1 attached hereto is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The Company includes backlog and new awards data in the Earnings Release. Backlog is a measure of the total dollar value of work to be performed on contracts awarded and in progress. While backlog reflects work that is considered firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost, and project deferrals. New awards measure the total dollar value of work to be performed on contracts executed in the period. Contracts that are in the process of negotiation or execution with the customer are not included and are recorded in the quarter they are executed.
Item 9.01 Financial Statements and Exhibits.
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Exhibit Number |
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Description |
99.1 |
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Press Release |
104 |
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Cover Page Interactive Data File, embedded within the Inline XBRL document, and included as Exhibit 101 |
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Exhibit 99.1
Shimmick Corporation Announces Fourth Quarter and Fiscal Year 2025 Results
Irvine, CA, March 12, 2026 – Shimmick Corp. (NASDAQ: SHIM), a leading infrastructure solutions provider in water, electrical and other critical infrastructure construction services, today announced financial results for the fourth quarter and fiscal year ended January 2, 2026.
Highlights
•Reported revenue of $100 million, which includes $84 million of Shimmick Projects revenue, for Q4 2025, and revenue of $493 million, which includes $397 million of Shimmick Projects revenue, for FY2025
oShimmick Projects Q4 2025 revenue up 4% year over year
oShimmick Projects FY2025 revenue up 12% year over year
•Reported Q4 2025 gross margin of $10 million, all of which was driven by Shimmick Projects
oShimmick Projects Q4 2025 gross margin up 462% year over year
oShimmick Projects FY2025 gross margin up 232% year over year
•Recognized a Q4 2025 net loss of $3 million, largely attributable to Non-Core Projects
•Reported Q4 2025 Adjusted EBITDA of $4 million, our second consecutive quarter with positive EBITDA
•Reported liquidity of $44 million as of January 2, 2026
•Backlog is approximately $793 million as of January 2, 2026
oQ4 2025 Book-to-burn ratio of 1.4x, a 5% increase to backlog compared to Q3 2025
o$139 million in new work was booked in Q4 2025, with Shimmick Projects representing over 89% of total backlog
•$128 million in new awards added to backlog as of the close of February 2026
•$234 million in additional new awards were pending as of February 2026 in water and electrical target markets in California, Texas and Washington and are expected to contribute to 2026 backlog
“Our strategy has been and continues to be growing our backlog with work that we believe will deliver consistent margins while improving operational performance”, said Ural Yal, Chief Executive Officer of Shimmick. “As expected, we delivered another quarter of book-to-burn ratio exceeding 1.0x and also expect new awards to continue into the new year, with new work wins that are geographically within our strategic target markets of California and Texas. We continue to work towards de-risking our business by shifting to collaborative delivery models, while meeting the strong demand for our services in the market,” Yal continued.
“We expect 2026 to show strong backlog and revenue growth in our electrical business as our focused sales efforts start to take hold supported by robust bidding activity. We are encouraged to see our efforts starting to yield results and look forward to 2026.”
Financial Results
A summary of our results is included in the table below:
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Three Months Ended |
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Fiscal Year Ended |
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(In millions, except per share data) |
January 2,
2026 |
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January 3,
2025 |
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January 2,
2026 |
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January 3,
2025 |
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Revenue |
$ |
100 |
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$ |
104 |
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$ |
493 |
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$ |
480 |
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Gross margin |
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10 |
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(21 |
) |
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34 |
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(56 |
) |
Net loss attributable to Shimmick Corporation |
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(3 |
) |
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(38 |
) |
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(26 |
) |
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(125 |
) |
Adjusted net loss |
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(2 |
) |
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(31 |
) |
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(15 |
) |
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(81 |
) |
Adjusted EBITDA |
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4 |
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(27 |
) |
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5 |
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(61 |
) |
Diluted loss per common share attributable to Shimmick Corporation |
$ |
(0.08 |
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$ |
(1.13 |
) |
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$ |
(0.74 |
) |
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$ |
(4.10 |
) |
Adjusted diluted loss per common share attributable to Shimmick Corporation |
$ |
(0.07 |
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$ |
(0.91 |
) |
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$ |
(0.43 |
) |
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$ |
(2.66 |
) |
The following table presents revenue and gross margin data for the three months and fiscal year ended January 2, 2026 compared to the three months and fiscal year ended January 3, 2025:
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Three Months Ended |
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Fiscal Year Ended |
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(In millions, except percentage data) |
January 2,
2026 |
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January 3,
2025 |
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January 2,
2026 |
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January 3,
2025 |
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Shimmick Projects(1) |
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Revenue |
$ |
84 |
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$ |
81 |
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$ |
397 |
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$ |
356 |
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Gross Margin |
$ |
10 |
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$ |
2 |
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$ |
40 |
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$ |
12 |
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Gross Margin (%) |
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12 |
% |
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3 |
% |
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10 |
% |
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3 |
% |
Non-Core Projects(2) |
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Revenue |
$ |
16 |
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$ |
24 |
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$ |
96 |
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$ |
125 |
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Gross Margin |
$ |
0 |
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$ |
(23 |
) |
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$ |
(7 |
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$ |
(68 |
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Gross Margin (%) |
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3 |
% |
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(97 |
)% |
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(7 |
)% |
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(54 |
)% |
Consolidated Total |
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Revenue |
$ |
100 |
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$ |
104 |
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$ |
493 |
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$ |
480 |
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Gross Margin |
$ |
10 |
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$ |
(21 |
) |
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$ |
34 |
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$ |
(56 |
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Gross Margin (%) |
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10 |
% |
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(20 |
)% |
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7 |
% |
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-12 |
% |
(1) Shimmick Projects are those projects started after prior ownership that have focused on water, climate resilience, energy transition, and sustainable transportation.
(2) Projects that started under prior ownership or focus on foundation drilling are referred to as "Non-Core Projects" (formerly referred to as "Legacy and Foundations Projects"). The Company entered into an agreement to sell the assets of foundation drilling Non-Core Projects in the second quarter of 2024 and continued to wind down remaining work during the remainder of the 2024 and 2025 fiscal years. As a result, revenue from foundation drilling Non-Core Projects continued to decline during the remainder of the 2025 fiscal year.
Shimmick Projects
Projects started after the AECOM Sale Transaction ("Shimmick Projects") have focused on critical infrastructure aligned with our strategy, including water, and electrical projects in key growth markets. Revenue recognized on Shimmick Projects was $84 million and $81 million for the three months ended January 2, 2026 and January 3, 2025, respectively. The $3 million increase in revenue was primarily the result of $16 million of revenue from new projects ramping up, partially offset by a $13 million decrease from lower activity on existing projects and projects winding down.
Gross margin recognized on Shimmick Projects was $10 million and $2 million for the three months ended January 2, 2026 and January 3, 2025, respectively. The $8 million increase in the gross margin was the result of new higher margin projects ramping up of $6 million and $2 million of favorable gross margin from existing projects.
Non-Core Projects
As part of the AECOM Sale Transaction, we acquired projects and backlog that were started under prior ownership (formerly referred to as "Legacy and Foundations Projects"). Separately, the Company entered into an agreement to sell the assets of our foundation drilling Non-Core Projects in the second quarter of 2024 and continued to wind down the remaining work which is largely completed.
Non-Core Projects revenue was $16 million and $24 million for the three months ended January 2, 2026 and January 3, 2025, respectively. The $8 million decrease was primarily due to the Company working to wind down these projects.
The Company recognized less than $1 million of gross margin on Non-Core Projects for the three months ended January 2, 2026 as compared to $(23) million for the three months ended January 3, 2025. The $23 million increase was primarily the result of cost overruns on Non-Core Loss Projects (as defined below) experienced during the three months ended January 3, 2025 which did not reoccur during the three months ended January 2, 2026.
A subset of Non-Core Projects ("Non-Core Loss Projects") have experienced significant cost overruns due to the COVID pandemic, design issues, legal costs and other factors. In the Non-Core Loss Projects, we have recognized the estimated costs to complete and the loss expected from these projects. If the estimates of costs to complete fixed-price contracts indicate a further loss, the entire amount of the additional loss expected over the life of the project is recognized as a period cost in the cost of revenue. As these Non-Core Loss Projects continue to wind down to completion, no further gross margin will be recognized absent external factors and in some cases, there may be additional costs associated with these projects that could lower gross margin. Revenue recognized on these Non-Core Loss Projects was $12 million and $11 million for the three months ended January 2, 2026 and January 3, 2025, respectively. Gross margin recognized on these Non-Core Loss Projects was $1 million and $(11) million for the three months ended January 2, 2026 and January 3, 2025, respectively. The change in gross margin was primarily the result of the prior year including additional subcontractor and acceleration cost for the three months ended January 3, 2025 which did not reoccur during the three months ended January 2, 2026.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased by $5 million during the three months ended January 2, 2026 as compared to the three months ended January 3, 2025 primarily as the result of the continued implementation of our transformation plan.
Equity in earnings (loss) of unconsolidated joint ventures
Equity in earnings of unconsolidated joint ventures was $1 million for the three months ended January 2, 2026 compared to unconsolidated joint ventures equity in loss of $4 million for the three months ended January 3, 2025 primarily as the result of increased costs due to schedule extensions experienced during the three months ended January 3, 2025 which did not reoccur during the three months ended January 2, 2026.
(Loss) gain on sale of assets
(Loss) gain on sale of assets remained approximately flat period over period.
Interest expense
Interest expense increased by $2 million during the three months ended January 2, 2026 primarily due to increased average borrowings on the Credit Agreement during the three months ended January 2, 2026 as well as interest expense incurred on the ACF Credit Agreement and Ansley Loan Agreement entered into during the fiscal year ended January 2, 2026.
Other (income) expense, net
The Company recognized less than $1 million of other income, net for the three months ended January 2, 2026 compared to other income, net of $2 million for the three months ended January 3, 2025 primarily as the result of favorable development of insurance expense during the three months ended January 3, 2025 which did not reoccur during the three months ended January 2, 2026.
Income tax benefit
Due to an expected tax loss for the fiscal year ended 2025, no income tax expense was recorded for the three months ended January 2, 2026. Income tax benefit of $1 million was recognized for the three months ended January 3, 2025, primarily as the result of a decrease in taxes payable.
Net loss
Net loss decreased by $36 million to a net loss of $3 million for the three months ended January 2, 2026, primarily due to increase in gross margin of $31 million, a decrease in selling, general and administrative expenses of $5 million, an increase in equity in earnings (loss) of unconsolidated joint ventures of $5 million and an increase in other (income) expense, net of $2 million, partially offset by an increase in interest expense of $2 million and a decrease in income tax benefit of $1 million, all as described above.
Diluted loss per common share attributable to Shimmick Corporation was $(0.08) for the three months ended January 2, 2026, compared to diluted loss per common share of $(1.13) for the three months ended January 3, 2025.
Adjusted net loss was $(2) million for the three months ended January 2, 2026, compared to adjusted net loss of $(31) million for the three months ended January 3, 2025.
Adjusted diluted loss per common share attributable to Shimmick Corporation was $(0.07) for the three months ended January 2, 2026, compared to $(0.91) for the three months ended January 3, 2025.
Adjusted EBITDA was $4 million for the three months ended January 2, 2026, compared to $(27) million for the three months ended January 3, 2025. The increase was primarily the result of the increase in gross margin of $31 million as described above.
“Shimmick’s fourth quarter performance reflects our continued progress and reinforces our confidence in the Company’s overall trajectory. This quarter marks the second consecutive period since early 2023 in which our book‑to‑burn ratio exceeded 1.0x, with $139 million in new project awards. We also generated positive adjusted EBITDA of $4 million for the second consecutive quarter, underscoring meaningful operational momentum. In 2026, we anticipate a slower start to the year, followed by sequential quarter‑over‑quarter improvement as new project awards ramp up and represent a growing share of our project mix. We expect Shimmick’s consolidated revenue to grow between 12% and 22%, representing approximately $550 million to $600 million of work put in place for the full year 2026. Adjusted EBITDA is projected in the range of $15 million to $30 million for the full year 2026, an increase of 200% to 500% year over year,” said Todd Yoder, Executive Vice President and Chief Financial Officer.
Outlook and Guidance
For the full 2026 fiscal year, we expect:
•Consolidated revenue(1) in the range of $550 million and $600 million, representing year-over-year growth of 17% at the midpoint
•Consolidated Adjusted EBITDA between $15 million and $30 million, representing year-over-year growth of 350% at the midpoint
(1) Includes revenue as well as Shimmick's proportionate share of work put-in-place from equity method joint ventures.
Conference Call and Webcast Information
Shimmick will host a video webcast conference call on Thursday, March 12, 2026 at 4:30 p.m. Eastern Time. Interested parties are invited to listen to or watch the conference call which can be accessed live-streamed via the Company’s Investor Relations website (https://investors.shimmick.com/). A copy of the earnings call presentation will also be posted to the Company's website. A replay of the video webcast will be available through the same link following the conference call for a limited time beginning immediately following the call.
About Shimmick Corporation
Shimmick Corporation ("Shimmick", the "Company") (NASDAQ: SHIM) is an industry leader in delivering turnkey infrastructure solutions that strengthen critical markets across water, energy, climate resiliency,
and sustainable transportation. With a track record that spans over a century, Shimmick, headquartered in California, unites deep engineering heritage with entrepreneurial spirit to tackle today's most complex infrastructure challenges. We integrate technical excellence with collaborative project delivery methods to provide innovative, technology-driven infrastructure solutions that accelerate economic growth and empower communities nationwide. For more information, visit www.shimmick.com.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are often characterized by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Forward-looking statements are only predictions based on our current expectations and our projections about future events, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law. Forward-looking statements contained in this release include, but are not limited to, statements about: expected future financial performance (including the assumptions related thereto), including our revenue, net loss, backlog and Adjusted EBITDA; our growth prospects, including with respect to new awards, certain geographies and our electrical business; our expectations regarding profitability; our strategic transformation towards becoming more capital-efficient business; our market relationships and reputation; our core capabilities and skillset; the risk profile of our project portfolio; and our capital plans and expectations related thereto. These statements involve risks and uncertainties, and actual results may differ materially from any future results expressed or implied by the forward-looking statements. Forward-looking statements are only predictions based on our current expectations and our projections about future events, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law.
We wish to caution readers that, although we believe any forward-looking statements are based on reasonable assumptions, certain important factors may have affected and could in the future affect our actual financial results and could cause our actual financial results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on our behalf, including, but not limited to, the following: our ability to accurately estimate risks, requirements or costs when we bid on or negotiate a contract; the impact of our fixed-price contracts; qualifying as an eligible bidder for contracts; the availability of qualified personnel, joint venture partners and subcontractors; inability to attract and retain qualified managers and skilled employees and the impact of loss of key management; higher costs to lease, acquire and maintain equipment necessary for our operations or a decline in the market value of owned equipment; subcontractors failing to satisfy their obligations to us or other parties or any inability to maintain subcontractor relationships; marketplace competition; our inability to obtain bonding; our limited operating history as an independent company following our separation from AECOM,
our prior owner our relationship and transactions with our prior owner; our prior owner defaulting on its contractual obligations to us or under agreements in which we are beneficiary; our limited number of customers; any inability to successfully expand our business into new markets or geographies; dependence on subcontractors and suppliers of materials; any inability to secure sufficient aggregates; an inability to complete a merger or acquisition or to integrate an acquired company’s business; adjustments in our contract backlog; accounting for our revenue and costs involves significant estimates, as does our use of the input method of revenue recognition based on costs incurred relative to total expected costs; material impairments; any failure to comply with covenants under any current indebtedness, and future indebtedness we may incur; the adequacy of sources of liquidity; the outcome of any legal or regulatory proceedings to which we are,
or may become, a party; cybersecurity attacks against, disruptions, failures or security breaches of, our information technology systems; seasonality of our business; pandemics and public health emergencies; commodity products price fluctuations, inflation (and actions taken by monetary authorities in response to inflation) and/or elevated interest rates; climate change; deterioration of the U.S. economy; changes in state and federal laws, regulations or policies under the current presidential administration, including changes in trade policies and regulations, including increases or changes in duties, current and potentially new tariffs or quotas and other similar measures, as well as the impact of retaliatory tariffs and other actions, changes to tax legislation, including the passage of the One Big Beautiful Bill Act, potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act, changes to immigration laws, as well as other legislation and executive orders related to governmental spending, and geopolitical risks, including those related to the war between Russia and Ukraine and hostilities in the Middle East; and other risks detailed in our filings with the Securities and Exchange Commission, including the “Risk Factors” section in our Annual Report on Form 10-K for the fiscal year ended January 2, 2026 and those described from time to time in our future reports with the SEC.
Non-GAAP Definitions This press release includes unaudited non-GAAP financial measures, adjusted EBITDA and adjusted net loss and adjusted diluted loss per common share. For definitions of these non-GAAP financial measures and reconciliations to the most comparable GAAP measures, see "Explanatory Notes" and tables that follow in this press release. The presentation of non-GAAP financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with GAAP.
Please refer to the Reconciliation between Net loss attributable to Shimmick Corporation and Adjusted net loss and Adjusted diluted loss per common share included within Table A and the Reconciliation between Net Loss attributable to Shimmick Corporation and Adjusted EBITDA included within Table B below.
We do not provide a reconciliation for forward-looking non-GAAP guidance because we are unable to predict certain items contained in the U.S. GAAP measures without unreasonable efforts. These items may include legal fees and other costs for a Non-Core Loss Project, acquisition-related costs, litigation charges or settlements, and certain other unusual adjustments.
Investor Relations Contact
1-949-704-2350
IR@shimmick.com
Shimmick Corporation
Condensed Consolidated Balance Sheets
(In thousands, except share data)
(unaudited)
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January 2, |
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January 3, |
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2026 |
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2025 |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
19,969 |
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$ |
33,730 |
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Restricted cash |
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|
1,890 |
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|
2,065 |
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Accounts receivable, net |
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30,179 |
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|
42,988 |
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Contract assets, current |
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110,276 |
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|
|
46,603 |
|
Prepaids and other current assets |
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|
13,067 |
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|
|
15,614 |
|
|
|
|
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|
|
|
TOTAL CURRENT ASSETS |
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|
175,381 |
|
|
|
141,000 |
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Property, plant and equipment, net |
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10,571 |
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|
19,132 |
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Intangible assets, net |
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4,091 |
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|
6,667 |
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Contract assets, non-current |
|
|
— |
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23,517 |
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Lease right-of-use assets |
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|
16,466 |
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|
24,232 |
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Investment in unconsolidated joint ventures |
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|
11,866 |
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|
19,016 |
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Other assets |
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|
388 |
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|
|
300 |
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TOTAL ASSETS |
|
$ |
218,763 |
|
|
$ |
233,864 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable |
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$ |
69,542 |
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$ |
46,475 |
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Contract liabilities, current |
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|
53,760 |
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|
102,524 |
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Accrued expenses |
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|
34,172 |
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|
38,556 |
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Current portion of long-term debt, net |
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4,143 |
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|
— |
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Other current liabilities |
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34,499 |
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|
42,709 |
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TOTAL CURRENT LIABILITIES |
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|
196,116 |
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|
230,264 |
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Long-term debt, less current portion, net |
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60,316 |
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|
9,478 |
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Lease liabilities, non-current |
|
|
11,913 |
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|
|
15,987 |
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Contract liabilities, non-current |
|
|
453 |
|
|
|
113 |
|
Contingent consideration |
|
|
5,203 |
|
|
|
4,686 |
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Other liabilities |
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|
1,402 |
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|
8,010 |
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TOTAL LIABILITIES |
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|
275,403 |
|
|
|
268,538 |
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STOCKHOLDERS' DEFICIT |
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|
|
Common stock, $0.01 par value, 100,000,000 shares authorized as of January 2, 2026 and January 3, 2025; 36,035,559 and 34,271,214 shares issued and outstanding as of January 2, 2026 and January 3, 2025, respectively |
|
|
360 |
|
|
|
343 |
|
Additional paid-in-capital |
|
|
46,795 |
|
|
|
43,353 |
|
Retained deficit |
|
|
(103,795 |
) |
|
|
(78,211 |
) |
Non-controlling interests |
|
|
— |
|
|
|
(159 |
) |
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS' DEFICIT |
|
|
(56,640 |
) |
|
|
(34,674 |
) |
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
$ |
218,763 |
|
|
$ |
233,864 |
|
Shimmick Corporation
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Fiscal Year Ended |
|
|
|
January 2, |
|
|
January 3, |
|
|
January 2, |
|
|
January 3, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Revenue |
|
$ |
100,412 |
|
|
$ |
103,552 |
|
|
$ |
492,844 |
|
|
$ |
480,236 |
|
Cost of revenue |
|
|
90,434 |
|
|
|
124,400 |
|
|
|
459,252 |
|
|
|
535,885 |
|
Gross margin |
|
|
9,978 |
|
|
|
(20,848 |
) |
|
|
33,592 |
|
|
|
(55,649 |
) |
Selling, general and administrative expenses |
|
|
10,875 |
|
|
|
16,088 |
|
|
|
54,576 |
|
|
|
63,966 |
|
ERP pre-implementation asset impairment and associated costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,708 |
|
Total operating expenses |
|
|
10,875 |
|
|
|
16,088 |
|
|
|
54,576 |
|
|
|
79,674 |
|
Equity in earnings (loss) of unconsolidated joint ventures |
|
|
657 |
|
|
|
(3,949 |
) |
|
|
1,508 |
|
|
|
(4,728 |
) |
(Loss) gain on sale of assets |
|
|
(5 |
) |
|
|
140 |
|
|
|
75 |
|
|
|
20,725 |
|
Loss from operations |
|
|
(245 |
) |
|
|
(40,745 |
) |
|
|
(19,401 |
) |
|
|
(119,326 |
) |
Interest expense |
|
|
2,913 |
|
|
|
1,056 |
|
|
|
6,660 |
|
|
|
5,426 |
|
Other (income) expense, net |
|
|
(265 |
) |
|
|
(2,376 |
) |
|
|
(636 |
) |
|
|
959 |
|
Net loss before income tax |
|
|
(2,893 |
) |
|
|
(39,425 |
) |
|
|
(25,425 |
) |
|
|
(125,711 |
) |
Income tax benefit |
|
|
— |
|
|
|
963 |
|
|
|
— |
|
|
|
963 |
|
Net loss |
|
|
(2,893 |
) |
|
|
(38,462 |
) |
|
|
(25,425 |
) |
|
|
(124,748 |
) |
Net income attributable to non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
159 |
|
|
|
— |
|
Net loss attributable to Shimmick Corporation |
|
$ |
(2,893 |
) |
|
$ |
(38,462 |
) |
|
$ |
(25,584 |
) |
|
$ |
(124,748 |
) |
Net loss attributable to Shimmick Corporation per common share |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.08 |
) |
|
$ |
(1.13 |
) |
|
$ |
(0.74 |
) |
|
$ |
(4.10 |
) |
Diluted |
|
$ |
(0.08 |
) |
|
$ |
(1.13 |
) |
|
$ |
(0.74 |
) |
|
$ |
(4.10 |
) |
Shimmick Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended |
|
|
|
January 2, |
|
|
January 3, |
|
|
|
2026 |
|
|
2025 |
|
Cash Flows From Operating Activities |
|
|
|
|
|
|
Net loss |
|
$ |
(25,425 |
) |
|
$ |
(124,748 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
Stock-based compensation |
|
|
5,237 |
|
|
|
6,130 |
|
Depreciation and amortization |
|
|
12,998 |
|
|
|
15,132 |
|
Equity in (earnings) loss of unconsolidated joint ventures |
|
|
(1,508 |
) |
|
|
4,728 |
|
Return on investment in unconsolidated joint ventures |
|
|
6,374 |
|
|
|
694 |
|
ERP pre-implementation asset impairment |
|
|
— |
|
|
|
10,428 |
|
Gain on sale of assets |
|
|
(75 |
) |
|
|
(20,725 |
) |
Other, net |
|
|
3,605 |
|
|
|
3,858 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Accounts receivable, net |
|
|
12,809 |
|
|
|
11,190 |
|
Contract assets |
|
|
(40,156 |
) |
|
|
104,139 |
|
Accounts payable |
|
|
23,067 |
|
|
|
(35,114 |
) |
Contract liabilities |
|
|
(48,764 |
) |
|
|
(13,260 |
) |
Accrued expenses |
|
|
(4,384 |
) |
|
|
9,940 |
|
Other assets and liabilities |
|
|
(8,892 |
) |
|
|
6,349 |
|
Net cash used in operating activities |
|
|
(65,114 |
) |
|
|
(21,259 |
) |
Cash Flows From Investing Activities |
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(6,371 |
) |
|
|
(10,477 |
) |
Proceeds from sale of assets |
|
|
4,872 |
|
|
|
31,774 |
|
Unconsolidated joint venture equity contributions |
|
|
(189 |
) |
|
|
(6,460 |
) |
Return of investment in unconsolidated joint ventures |
|
|
2,812 |
|
|
|
204 |
|
Net cash provided by investing activities |
|
|
1,124 |
|
|
|
15,041 |
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
Borrowings on credit and loan agreements |
|
|
129,463 |
|
|
|
9,496 |
|
Repayments on credit and loan agreements |
|
|
(75,273 |
) |
|
|
— |
|
Net repayments of Revolving Credit Facility |
|
|
— |
|
|
|
(29,915 |
) |
Other, net |
|
|
(4,136 |
) |
|
|
(1,478 |
) |
Net cash provided by (used in) financing activities |
|
|
50,054 |
|
|
|
(21,897 |
) |
Net decrease in cash, cash equivalents and restricted cash |
|
|
(13,936 |
) |
|
|
(28,115 |
) |
Cash, cash equivalents and restricted cash, beginning of period |
|
|
35,795 |
|
|
|
63,910 |
|
Cash, cash equivalents and restricted cash, end of period |
|
$ |
21,859 |
|
|
$ |
35,795 |
|
Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheets |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
19,969 |
|
|
$ |
33,730 |
|
Restricted cash |
|
|
1,890 |
|
|
|
2,065 |
|
Total cash, cash equivalents and restricted cash |
|
$ |
21,859 |
|
|
$ |
35,795 |
|
EXPLANATORY NOTES
Non-GAAP Financial Measures
Adjusted Net Loss and Adjusted Diluted Loss Per Common Share
Adjusted net loss represents Net loss attributable to Shimmick Corporation adjusted to eliminate stock-based compensation, ERP pre-implementation asset impairment and associated costs, legal fees and other costs for Non-Core Projects and other costs. We have also made an adjustment for transformation costs we have incurred including advisory costs in connection with settling outstanding claims, exiting the Non-Core Projects and transforming the Company to shift our strategy to meet the nation’s growing need for water and other critical infrastructure and grow our business.
We have included Adjusted net loss in this press release because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operational plans. In particular, we believe that the exclusion of the income and expenses eliminated in calculating Adjusted net loss can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted net loss provides useful information to investors and others in understanding and evaluating our results of operations.
Our use of Adjusted net loss as an analytical tool has limitations, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are:
•Adjusted net loss does not reflect changes in, or cash requirements for, our working capital needs,
•Adjusted net loss does not reflect the potentially dilutive impact of stock-based compensation, and
•other companies, including companies in our industry, might calculate Adjusted net loss or similarly titled measures differently, which reduces their usefulness as comparative measures.
Because of these and other limitations, you should consider Adjusted net loss alongside Net loss attributable to Shimmick Corporation, which is the most directly comparable GAAP measure.
Table A
Reconciliation between Net loss attributable to
Shimmick Corporation and Adjusted net loss
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Fiscal Year Ended |
|
|
January 2, |
|
|
January 3, |
|
|
January 2, |
|
|
January 3, |
|
(In thousands, except per share data) |
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Net loss attributable to Shimmick Corporation |
$ |
(2,893 |
) |
|
$ |
(38,462 |
) |
|
$ |
(25,584 |
) |
|
$ |
(124,748 |
) |
Transformation costs (1) |
|
208 |
|
|
|
2,535 |
|
|
|
1,790 |
|
|
|
7,067 |
|
Stock-based compensation |
|
717 |
|
|
|
2,826 |
|
|
|
5,237 |
|
|
|
6,130 |
|
ERP pre-implementation asset impairment and associated costs(2) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,708 |
|
Legal fees and other costs for Non-Core Projects (3) |
|
(542 |
) |
|
|
2,234 |
|
|
|
3,204 |
|
|
|
14,030 |
|
Other (4) |
|
120 |
|
|
|
(32 |
) |
|
|
517 |
|
|
|
828 |
|
Adjusted net loss |
$ |
(2,390 |
) |
|
$ |
(30,899 |
) |
|
$ |
(14,836 |
) |
|
$ |
(80,985 |
) |
Adjusted net loss attributable to Shimmick Corporation per common share |
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
(0.07 |
) |
|
$ |
(0.91 |
) |
|
$ |
(0.43 |
) |
|
$ |
(2.66 |
) |
Diluted |
$ |
(0.07 |
) |
|
$ |
(0.91 |
) |
|
$ |
(0.43 |
) |
|
$ |
(2.66 |
) |
(1) Consists of transformation-related costs we have incurred including advisory costs in connection with settling outstanding claims in connection with exiting certain Non-Core Projects as part of the Company’s growth strategy to address and capitalize on the nation’s growing need for water and other critical infrastructure.
(2) Reflects a strategic decision to enhance the Company’s current ERP system rather than implementing a new platform which, due to prior capitalized costs and remaining contractual obligations, resulted in a one-time charge of $16 million in the third quarter of fiscal 2024.
(3) Consists of legal fees and other costs incurred in connection with claims relating to Non-Core Projects.
(4) Consists of transaction-related costs and changes in fair value of contingent consideration remaining after the impact of transactions with our prior owner.
Adjusted EBITDA
Adjusted EBITDA represents our Net loss attributable to Shimmick Corporation before interest expense, income tax benefit and depreciation and amortization, adjusted to eliminate stock-based compensation, ERP pre-implementation asset impairment and associated costs, legal fees and other costs for Non-Core Projects and other costs. We have also made an adjustment for transformation costs we have incurred including advisory costs in connection with settling outstanding claims, exiting the Non-Core Projects and transforming the Company to shift our strategy to meet the nation’s growing need for water and other critical infrastructure and grow our business.
We have included Adjusted EBITDA in this press release because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operational plans. In particular, we believe that the exclusion of the income and expenses eliminated in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations.
Our use of Adjusted EBITDA as an analytical tool has limitations, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are:
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized might have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements,
•Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs,
•Adjusted EBITDA does not reflect the potentially dilutive impact of stock-based compensation,
•Adjusted EBITDA does not reflect interest or tax payments that would reduce the cash available to us, and
•other companies, including companies in our industry, might calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as comparative measures.
Because of these and other limitations, you should consider Adjusted EBITDA alongside Net loss attributable to Shimmick Corporation, which is the most directly comparable GAAP measure.
Table B
Reconciliation between Net loss attributable to
Shimmick Corporation and Adjusted EBITDA
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Fiscal Year Ended |
|
|
January 2, |
|
|
January 3, |
|
|
January 2, |
|
|
January 3, |
|
(In thousands) |
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Net loss attributable to Shimmick Corporation |
$ |
(2,893 |
) |
|
$ |
(38,462 |
) |
|
$ |
(25,584 |
) |
|
$ |
(124,748 |
) |
Interest expense |
|
2,913 |
|
|
|
1,056 |
|
|
|
6,660 |
|
|
|
5,426 |
|
Income tax benefit |
|
— |
|
|
|
(963 |
) |
|
|
— |
|
|
|
(963 |
) |
Depreciation and amortization |
|
3,158 |
|
|
|
3,486 |
|
|
|
12,998 |
|
|
|
15,132 |
|
Transformation costs (1) |
|
208 |
|
|
|
2,535 |
|
|
|
1,790 |
|
|
|
7,067 |
|
Stock-based compensation |
|
717 |
|
|
|
2,826 |
|
|
|
5,237 |
|
|
|
6,130 |
|
ERP pre-implementation asset impairment and associated costs(2) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,708 |
|
Legal fees and other costs for Non-Core Projects (3) |
|
(542 |
) |
|
|
2,234 |
|
|
|
3,204 |
|
|
|
14,030 |
|
Other (4) |
|
120 |
|
|
|
(32 |
) |
|
|
517 |
|
|
|
828 |
|
Adjusted EBITDA |
$ |
3,681 |
|
|
$ |
(27,320 |
) |
|
$ |
4,822 |
|
|
$ |
(61,390 |
) |
(1) Consists of transformation-related costs we have incurred including advisory costs in connection with settling outstanding claims in connection with exiting certain Non-Core Projects as part of the Company’s growth strategy to address and capitalize on the nation’s growing need for water and other critical infrastructure.
(2) Reflects a strategic decision to enhance the Company’s current ERP system rather than implementing a new platform which, due to prior capitalized costs and remaining contractual obligations, resulted in a one-time charge of $16 million in the third quarter of fiscal 2024.
(3) Consists of legal fees and other costs incurred in connection with claims relating to Non-Core Projects.
(4) Consists of transaction-related costs and changes in fair value of contingent consideration remaining after the impact of transactions with our prior owner.
