Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Management, under the supervision and with the participation of the Chief Executive Officer and Interim Chief Financial Officer, has conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). In conducting our evaluation, management used the updated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control–Integrated Framework (2013). Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that as of January 3, 2025, and December 29, 2023, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below. We have in place and are executing a remediation plan to address the material weaknesses described below.
We identified material weaknesses in our internal control over financial reporting, which relate to the design and operation of internal control over financial reporting, including the lack of formal and effective controls over certain financial statement account balances, and lack of effective controls over the COSO principles including control environment, risk assessment, control activities, information and communications and monitoring as of January 3, 2025 and December 29, 2023.
Management performed additional analyses and other procedures to ensure that our consolidated financial statements were prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP"). Accordingly, management believes that the consolidated financial statements included in this Form 10-K fairly present, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented in this Form 10-K, in accordance with U.S. GAAP.
Management’s Plan to Remediate the Identified Material Weaknesses
We believe our current staff, which has changed over the last twenty-seven months, possess the appropriate skillsets and public company reporting experience to prepare and report on complete and accurate financial statements. We have designed and implemented new entity level controls, information system general controls and financial reporting and business process controls associated with estimate at completion (revenue), payroll, treasury, property, plant and equipment and leases.
However, given the limited number of quarters since implementing the remediation plan, such remediation has not been fully tested. Material weaknesses cannot be considered fully remediated until the existing controls have been in place and operating for a sufficient period of time to enable management to test and to conclude on the operating effectiveness of the controls. We continue to evaluate the controls that we have implemented and conduct such testing that is necessary to conclude on the operating effectiveness of the controls. We have also engaged a third-party advisory firm to evaluate the design and operating effectiveness of internal control over financial reporting as part of our remediation plan. Additional remediation may be necessary as we continue to monitor and evaluate the effectiveness of controls implemented to date.
Changes in Internal Control Over Financial Reporting
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With the exception of the implementation and enhancement of controls in connection with our remediation activities described above, there were no changes to our internal control over financial reporting during the quarter ended January 3, 2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
During the three months ended January 3, 2025, none of our directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 9C. Disc losure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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Par t III
Item 10. Direc tors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference from our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, to be filed within 120 days of our 2024 fiscal year end.
Item 11. Executiv e Compensation
The information required by this item is incorporated by reference from our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, to be filed within 120 days of our 2024 fiscal year end.
Item 12. Se curity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Other than with respect to the information relating to our equity compensation plans, the information required by this item is incorporated by reference from our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, to be filed within 120 days of our 2024 fiscal year end.
Item 13. Certain Rela tionships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference from our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, to be filed within 120 days of our 2024 fiscal year end.
Item 14. Princip al Accounting Fees and Services
The information required by this item is incorporated by reference from our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, to be filed within 120 days of our 2024 fiscal year end.
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PA RT IV
Item 15. Exhib its, Financial Statement Schedules
(a) (1) Financial Statements of the Company
The following financial statements and supplementary data are filed as a part of this report under “Item 8—Financial Statements and Supplementary Data.” in this Annual Report on Form 10-K:
Consolidated Financial Statements of the Company
Report of Independent Registered Public Accounting Firm (PCAOB ID: 34 )
Consolidated Balance Sheets as of January 3, 2025 and December 29, 2023
Consolidated Statements of Operations for the Fiscal Years Ended January 3, 2025 and December 29, 2023
Consolidated Statements of Stockholders’ (Deficit) Equity for the Fiscal Years Ended January 3, 2025 and December 29, 2023
Consolidated Statements of Cash Flows for the Fiscal Years Ended January 3, 2025 and December 29, 2023
Notes to Consolidated Financial Statements
(a) (2) Financial Statement Schedules
No schedules are required to be presented.
(a) (3) Exhibits
Agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them, and no such agreement should be relied upon as constituting or providing any factual disclosures about Shimmick Corporation, any other persons, any state of affairs or other matters.
Exhibit
Number
Description
3.1
Amended and Restated Certificate of Incorporation of Shimmick Corporation (incorporated by reference to Exhibit 3.1 of Shimmick Corporation’s Current Report on Form 8-K filed on November 16, 2023).
3.2
Amended and Restated Bylaws of Shimmick Corporation (incorporated by reference to Exhibit 3.2 of Shimmick Corporation’s Current Report on Form 8-K filed on November 16, 2023).
4.1
Description of Securities (incorporated by reference to Exhibit 4.1 of Shimmick Corporation’s Annual Report on Form 10-K filed on March 28, 2024).
10.1#
Form of Indemnification Agreement for Executive Officers and Directors (incorporated by reference to Exhibit 10.1 of Shimmick Corporation’s Registration Statement on Form S-1 (No. 333-274870) filed on October 24, 2023).
10.2#
SCCI National Holdings, Inc. 2021 Stock Plan (incorporated by reference to Exhibit 10.2 of Shimmick Corporation’s Registration Statement on Form S-1 (No. 333-274870) filed on October 5, 2023).
10.3#
Form of Shimmick Corporation 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of Shimmick Corporation’s Registration Statement on Form S-1 (No. 333-274870) filed on October 24, 2023).
10.4+
Credit Agreement, dated February 26, 2021, by and among Shimmick Construction Company, Inc., BMO Harris Bank N.A. and the other parties thereto (incorporated by reference to Exhibit 10.4 of Shimmick Corporation’s Registration Statement on Form S-1 (No. 333-274870) filed on October 5, 2023).
10.5+
Credit, Security and Guaranty Agreement, dated March 27, 2023, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, SCCI National Holdings, Inc., MidCap Funding IV Trust and other parties thereto (incorporated by reference to
91
Exhibit 10.5 of Shimmick Corporation’s Registration Statement on Form S-1 (No. 333-274870) filed on October 27, 2023).
10.6
Amendment No. 1 to Credit, Security and Guaranty Agreement, dated June 30, 2023, by and among Shimmick Construction Company, Inc., Rust Constructors, Inc., The Leasing Corporation, SCCI National Holdings, Inc., MidCap Funding IV Trust and other parties thereto (incorporated by reference to Exhibit 10.6 of Shimmick Corporation’s Registration Statement on Form S-1 (No. 333-274870) filed on October 27, 2023).
10.7
Amendment No. 2 to Credit, Security and Guaranty Agreement, dated September 22, 2023, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick Corporation (f/k/a SCCI National Holdings, Inc.), MidCap Funding IV Trust and other parties thereto (incorporated by reference to Exhibit 10.7 of Shimmick Corporation’s Registration Statement on Form S-1 (No. 333-274870) filed on October 27, 2023).
10.8
Amendment No. 3 to Credit, Security and Guaranty Agreement, dated May 20, 2024, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, SCCI National Holdings, Inc., MidCap Funding IV Trust and other parties thereto (incorporated by reference to Exhibit 10.4 of Shimmick Corporation’s Current Report on Form 8-K filed on May 20, 2024).
10.9
Amendment No. 4 to Credit, Security and Guaranty Agreement, dated August 14, 2024, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, SCCI National Holdings, Inc., MidCap Funding IV Trust and other parties thereto (incorporated by reference to Exhibit 10.5 of Shimmick Corporation’s Quarterly Report on Form 10-Q filed on August 16, 2024).
10.10
Amendment No. 5 to Credit, Security and Guaranty Agreement, dated September 25, 2024, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, SCCI National Holdings, Inc., MidCap Funding IV Trust and other parties thereto (incorporated by reference to Exhibit 10.1 of Shimmick Corporation’s Current Report on Form 8-K filed on September 26, 2024).
10.11+
Credit, Security and Guaranty Agreement, dated May 20, 2024, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick Corporation, the other guarantors party thereto, the agent thereunder, and the lenders time to time party thereto (incorporated by reference to Exhibit 10.1 of Shimmick Corporation’s Current Report on Form 8-K filed on May 20, 2024).
10.12
Amendment No. 1 to Credit, Security and Guaranty Agreement, dated September 25, 2024, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick Corporation, the other guarantors party thereto, the agent thereunder, and the lenders time to time party thereto (incorporated by reference to Exhibit 10.2 of Shimmick Corporation’s Current Report on Form 8-K filed on September 26, 2024).
10.13#
Separation Agreement, by and between Shimmick Corporation and Devin J. Nordhagen, dated June 20, 2024 (incorporated by reference to Exhibit 10.1 of Shimmick Corporation’s Current Report on Form 8-K filed on June 21, 2024).
10.14#
Retention Letter, by and between Shimmick Corporation and Amanda Mobley, dated June 21, 2024 (incorporated by reference to Exhibit 10.2 of Shimmick Corporation’s Current Report on Form 8-K filed on June 21, 2024).
10.15#
Employment and Transition Agreement, between Shimmick Corporation and Steven E. Richards, dated November 12, 2024 (incorporated by reference to Exhibit 10.2 of Shimmick Corporation’s Current Report on Form 8-K filed on November 18, 2024).
10.16#
Offer Letter, between Shimmick Corporation and Ural Yal, dated November 12, 2024 (incorporated by reference to Exhibit 10.2 of Shimmick Corporation’s Current Report on Form 8-K filed on November 18, 2024).
10.17
Side Letter, dated May 20, 2024, between Shimmick Corporation and AECOM (incorporated by reference to Exhibit 10.2 of Shimmick Corporation’s Current Report on Form 8-K filed on May 20, 2024).
10.18
Share Issuance Agreement, dated May 20, 2024, between Shimmick Corporation and AECOM (incorporated by reference to Exhibit 10.3 of Shimmick Corporation’s Current Report on Form 8-K filed on May 20, 2024).
92
10.19
Settlement Agreement, dated August 8, 2024, between Shimmick Corporation and United States Army Corps of Engineers (incorporated by reference to Exhibit 10.3 of Shimmick Corporation’s Quarterly Report on Form 10-Q filed on August 16, 2024).
10.20
Amendment No. 1 to Standard Offer Agreement for Purchase of Real Estate, dated August 9, 2024, between Shimmick Corporation and Alterra IOS Acquisitions III, LLC (incorporated by reference to Exhibit 10.4 of Shimmick Corporation’s Quarterly Report on Form 10-Q filed on August 16, 2024).
10.21*
Amendment No. 2 to Credit, Security and Guaranty Agreement, dated January 30, 2025, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick Corporation, the other guarantors party thereto, the agent thereunder, and the lenders time to time party thereto
10.22*
Amendment No. 3 to Credit, Security and Guaranty Agreement, dated March 12, 2025, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick Corporation, the other guarantors party thereto, the agent thereunder, and the lenders time to time party thereto
10.23*
Credit, Security and Guaranty Agreement, dated March 12, 2025, by and among Shimmick Corporation, Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, AFC FINCO I LP and other parties thereto
19*
Insider Trading Policy
21.1*
List of Subsidiaries of Shimmick Corporation
23.1*
Consent of Deloitte and Touche LLP
31.1**
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97
Clawback Policy (incorporated by reference to Exhibit 97 of Shimmick Corporation’s Annual Report on Form 10-K filed on March 28, 2024).
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
** Furnished, not filed
# Indicates management contract or compensatory plan.
+ Portions of this exhibit have been redacted in accordance with Item 601(a)(5) of Regulation S-K.
Item 16. Form 10-K Summary
None.
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SIGNAT URES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .
Company Name
Date: March 20, 2025
By:
/s/ Ural Yal
Ural Yal
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name
Title
Date
/s/ Ural Yal
Chief Executive Officer and Director
(Principal Executive Officer)
March 20, 2025
Ural Yal
/s/ Amanda Mobley
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
March 20, 2025
Amanda Mobley
/s/ Mitchell B. Goldsteen
Executive Chairman
March 20, 2025
Mitchell B. Goldsteen
/s/ Joe Del Guercio
Director
March 20, 2025
Joe Del Guercio
/s/ Geoffrey E. Heekin
Director
March 20, 2025
Geoffrey E. Heekin
/s/ J. Brendan Herron
Director
March 20, 2025
J. Brendan Herron
/s/ Peter Kravitz
Director
March 20, 2025
Peter Kravitz
/s/ Steven E. Richards
Director
March 20, 2025
Steven E. Richards
/s/ Carolyn L. Trabuco
Director
March 20, 2025
Carolyn L. Trabuco
94