10 unchanged sentences
Unregistered Sales of Equity Securities
−Removed: Except as previously disclosed in Current Reports on Form 8-K, no unregistered sales of the Company’s equity securities were made during the fiscal year ended January 3, 2025.
Issuer Repurchase of Equity Securities
12 unchanged sentences
We have a long history of successfully completing complex water projects, ranging from the world’s largest wastewater recycling and purification system in California to the iconic Hoover Dam.
−Removed: According to Engineering News Record, in 2024, we are nationally ranked as a top ten builder of water supply (#8), dams and reservoirs (#6), and water treatment and desalination plants (#7).
+Added: According to Engineering News Record, in 2025, we are nationally ranked as a top fifteen builder of water supply (#12), dams and reservoirs (#8), and water treatment and desalination plants (#11).
Our business includes construction operations from Morrison Knudsen and Washington Group International which were consolidated in 2017 by AECOM.
−Removed: In 2021, we were sold by AECOM and became an independent company under new private ownership ("AECOM Sale Transaction").
+Added: In 2021, we were sold by AECOM and became an independent company under new private ownership (the "AECOM Sale Transaction").
In November 2023, we completed our initial public offering (the “IPO”) and currently our stock is listed for trading on the Nasdaq Capital Market under the symbol "SHIM".
19 unchanged sentences
• Transportation and Mobility .
−Removed: We construct mass transit systems (light passenger rail and bus rapid transit), autonomous transportation solutions (personal rapid transit, autonomous fixed guideway people movers, and implement intelligent transportation technologies.
+Added: We construct mass transit systems (light passenger rail and bus rapid transit), autonomous transportation solutions (personal rapid transit, autonomous fixed guideway people movers, etc.) and implement intelligent transportation technologies.
• Energy Transition .
We modify facilities to accommodate electric vehicle fleets for transit agencies and municipalities, implement renewable energy components in our projects, and support data center construction.
−Removed: As of January 3, 2025, we had a backlog of projects of approximately $822 million, mostly located in California, with ongoing projects in six other states.
+Added: As of January 2, 2026, we had a backlog of projects of approximately $793 million, mostly located in California, with ongoing projects in five other states.
We self-perform many of these projects, which we believe allows us to better control critical aspects of construction, reduce cost and schedule risks, and deliver greater value to clients.
−Removed: Our History, the AECOM Sale Transaction and 2024 Financing Transactions
+Added: Our History and the AECOM Sale Transaction
Shimmick was founded in 1990 in California and operated as a regional infrastructure construction contractor throughout California for nearly 30 years.
2 unchanged sentences
After the transaction, we began a transformation to shift our strategy to meet the nation’s growing need for water and other critical infrastructure and grow our business.
−Removed: We are also focusing more on smaller complex projects that we can largely self-perform and which we believe will have lower risk and higher margin.
On November 16, 2023, the Company 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”).
1 unchanged sentence
Shimmick’s common stock began trading on November 14, 2023 and is currently listed for trading on the Nasdaq Capital Market under the symbol "SHIM".
−Removed: AECOM Sale Transaction
−Removed: • Shared Tax Benefits .
−Removed: Pursuant to the internal reorganization of its business in early 2020, AECOM agreed to make an election under Treasury Regulations Section 1.1502-36(d)(6) that could result in certain tax benefits to us (in the form of cash or a reduction in liability for taxes).
−Removed: We are obligated to share with AECOM actual tax benefits realized (i.e., in cash or through an actual reduction in liability for tax).
−Removed: • Other Items .
−Removed: We have agreed to indemnify the Seller Entities for any costs or expenses incurred under any outstanding letters of credit, surety bonds, guarantees, advance payment guarantees and other contractual obligations arising from or relating to the assets purchased or the liabilities assumed under the Purchase Agreement, including bonds relating to the Legacy Projects.
−Removed: Further, the Seller Entities have provided a conditional guaranty required by any surety bonds and/or a bonding program relating to certain guaranteed obligations and payment obligations with respect to the certain other assets related to our business and our subsidiaries to the extent owned by Seller Entities or their affiliates.
−Removed: 2024 Financing Transactions
−Removed: • Credit Agreement .
−Removed: On May 20, 2024, we entered into a revolving credit facility (the “Credit Agreement”).
−Removed: See " Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Credit Agreement " for further discussion.
−Removed: • Amendment to MidCap Credit Facility.
−Removed: On May 20, 2024, we entered into Amendment No.
−Removed: 3 to our existing Revolving Credit Facility, dated March 27, 2023, with MidCap Financial Services, LLC.
−Removed: See “ — Liquidity and Capital Resources — Revolving Credit Facility ” for further discussion.
−Removed: • Side Letter .
−Removed: We and AECOM entered into a side letter to the Credit Agreement, dated as of May 20, 2024 (the “Side Letter”).
−Removed: Pursuant to the Side Letter, the Company (i) established a special committee of independent directors (the “Special Committee”), (ii) appointed a chief transformation officer, (iii) executed the Settlement Agreement and Mutual Release (as described below), and (iv) agreed to certain terms relating to AECOM’s registration rights under the Share Issuance Agreement (as described below).
−Removed: • Settlement Agreement and Share Issuance .
−Removed: We entered into a Settlement Agreement and Mutual Release with AECOM pursuant to which, among other things, we and our subsidiaries released AECOM from all claims available to us under the Purchase Agreement.
−Removed: In return, AECOM released the Company and its subsidiaries from certain claims under the Purchase Agreement, specifically certain claims related to the Golden Gate Bridge Project, the Gerald Desmond Bridge Project and Chickamauga Lock Project and claims relating to certain earn-out payments.
−Removed: As consideration, we also entered into a Share Issuance Agreement (the “Share Issuance Agreement”) with AECOM, pursuant to which we issued an aggregate 7,745,000 shares of common stock.
−Removed: For additional information regarding AECOM, see “ Risk Factors — Risks Related to Our Business and Industry — We may be required to make additional payments to AECOM pursuant to contractual arrangements” and “— If AECOM defaults on its contractual obligations under agreements in which we are a beneficiary, our business could be materially and adversely impacted.
−Removed: Ural Yal Appointed CEO of Shimmick
−Removed: On November 12, 2024, Shimmick announced that it appointed Ural Yal as its new CEO and member of the Board of Directors effective December 2, 2024 and succeeded Steven Richards upon his retirement.
−Removed: We believe Mr.
−Removed: Yal brings deep expertise in both the California market and national infrastructure construction along with a proven track record of operational growth to lead the Company in capitalizing on market opportunities through operational excellence, safety and client satisfaction.
Key Factors Affecting Our Performance and Results of Operations
2 unchanged sentences
The results of our business in a given period can be impacted by adverse weather conditions, severe weather events, natural disasters or other emergencies, which include, among other things, heavy or prolonged snowfall or rainfall, hurricanes, tropical storms, tornadoes, floods, blizzards, extreme temperatures, wildfires, post-wildfire floods and debris flows, pandemics and earthquakes.
−Removed: These conditions and events can negatively impact our financial results due to, among other things, the termination, deferral or delay of projects, reduced productivity and exposure to significant liabilities.
+Added: These conditions
+Added: and events can negatively impact our financial results due to, among other things, the termination, deferral or delay of projects, reduced productivity and exposure to significant liabilities.
Typically, our revenue is lowest in the first quarter of the year because cold, snowy or wet conditions can create challenging working environments that are more costly for our customers or cause delays on projects.
18 unchanged sentences
We will potentially face strong competition and pricing pressures for any additional contract awards from other government agencies, and we may be required to qualify or continue to qualify under various multiple award task order contract criteria.
−Removed: In addition, as is customary in the construction business, we are required to provide surety bonds to our customers to secure our performance under construction contracts.
−Removed: Our ability to obtain surety bonds primarily depends upon our capitalization, working capital, past performance, management expertise and reputation, as well as certain external factors, including the overall capacity of the surety market.
−Removed: Surety companies consider such factors in relationship to the amount of our backlog and their underwriting standards, which may change from time to time.
−Removed: Events that adversely affect the insurance and bonding markets generally may result in bonding becoming more difficult to obtain in the future, or being available only at a significantly greater cost.
−Removed: If are unable to obtain adequate bonding or if the cost of bonding materially increased, it would limit the amount that we can bid on new contracts, limit the competitiveness of our bids, and could have a material adverse effect on our future revenue and business prospects.
Our Ability to Successfully Expand our Footprint .
4 unchanged sentences
In addition, as a result of federal and state-level infrastructure initiatives, we believe that funding for technical construction projects may exceed capacity, enabling us to opportunistically target smaller specialized projects with less risk at higher margins.
−Removed: We may be limited in our ability to expand our footprint by barriers to entry to new markets, competition, and availability of capital and skilled labor.
+Added: Furthermore, on June 23, 2025 we announced the launch of Axia Electric, a dedicated electrical subsidiary designed to meet growing market demand for specialized, high-performance electrical and power distribution solutions, which represents an expansion of our electrical capabilities and positions us to expand to additional geographies such as Texas, Georgia and Tennessee.
+Added: We may be limited in our ability to expand our footprint into these new project types and geographies by barriers to entry to new markets, competition, and availability of capital and skilled labor.
We primarily compete for new contracts independently, seeking to win and complete new projects directly for our customers.
Our customers primarily award contracts using one of two methods:
−Removed: the traditional public “competitive bid” method, in which price is the major determining factor, or through a “best value” or collaborative contract proposal, where contracts are awarded based on a combination of technical qualifications, proposed project team,
−Removed: schedule, the ability to obtain surety bonds, past performance on similar projects and price, which we believe creates a barrier to entry.
+Added: the traditional public “competitive bid” method, in which price is the major determining factor, or through a “best value” or collaborative contract proposal, where contracts are awarded based on a combination of technical qualifications, proposed project team, schedule, the ability to obtain surety bonds, past performance on similar projects and price, which we believe creates a barrier to entry.
Many of our contracts are awarded on a fixed-price basis, and we earn and recognize revenue using an input measure of total costs incurred divided by total costs expected to be incurred.
14 unchanged sentences
In addition, the market value of our equipment may unexpectedly decline at a faster rate than anticipated.
+Added: In addition, as is customary in the construction business, we are required to provide surety bonds to our customers to secure our performance under construction contracts.
+Added: Our ability to obtain surety bonds primarily depends upon our capitalization, working capital, past performance, management expertise and reputation, as well as certain external factors, including the overall capacity of the surety market.
+Added: Surety companies consider such factors in relationship to the amount of our backlog and their underwriting standards, which may change from time to time.
+Added: Events that adversely affect the insurance and bonding markets generally may result in bonding becoming more difficult to obtain in the future, or being available only at a significantly greater cost.
+Added: If we are unable to obtain adequate bonding or if the cost of bonding materially increases, it would limit the amount that we can bid on new contracts, limit the competitiveness of our bids, and could have a material adverse effect on our future revenue and business prospects.
Our Ability to Control Selling General and Administrative Costs .
10 unchanged sentences
The sponsoring partner typically provides administrative, accounting and much of the project management support for the project and generally receives a fee from the joint venture for these services.
−Removed: We have been designated as the sponsoring partner in some venture projects and are a non-sponsoring partner in others.
+Added: We have been designated as the sponsoring partner in some venture projects and are a
+Added: non-sponsoring partner in others.
We incur transaction and integration costs prior to fully realizing the benefits of acquisition synergies.
6 unchanged sentences
Contract costs consist of all direct and indirect costs on contracts, including raw materials, labor, equipment costs, and subcontractor costs.
−Removed: 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 in the current period in the cost of revenue.
+Added: 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 in the current period in cost of revenue.
Selling, General, and Administrative Expenses
1 unchanged sentence
Additional expenses include audit, consulting and professional fees, travel, insurance, office space rental costs, property taxes and other corporate and overhead expenses.
−Removed: Equity in (Loss) Earnings of Unconsolidated Joint Ventures
−Removed: Equity in (loss) earnings of unconsolidated joint ventures includes our return on investment in unconsolidated joint ventures.
+Added: Equity in Earnings (Loss) of Unconsolidated Joint Ventures
+Added: Equity in earnings (loss) of unconsolidated joint ventures includes our return on investment in unconsolidated joint ventures.
Net loss represents earnings after consideration of all operating expenses and other income and expenses to measure loss to allocate resources and assess financial performance.
Results of Operations
−Removed: The following table sets forth selected financial data for the fiscal year ended January 3, 2025 compared to the fiscal year ended December 29, 2023:
+Added: The following table sets forth selected financial data for the fiscal year ended January 2, 2026 compared to the fiscal year ended January 3, 2025:
Fiscal Year Ended
(In thousands, except percentage data)
−Removed: January 3, 2025
−Removed: December 29, 2023
−Removed: January 3, 2025
−Removed: December 29, 2023
Cost of revenue
2 unchanged sentences
Total operating expenses
−Removed: Equity in (loss) earnings of unconsolidated joint ventures
+Added: Equity in earnings (loss) of unconsolidated joint ventures
Gain on sale of assets
−Removed: (Loss) income from operations
+Added: Loss from operations
Interest expense
−Removed: Other expense, net
+Added: Other (income) expense, net
Net loss before income tax
1 unchanged sentence
Revenue and gross margin
−Removed: The following table sets forth disaggregated data on revenues and gross margin for the fiscal year ended January 3, 2025 compared to the fiscal year ended December 29, 2023:
+Added: The following table sets forth disaggregated data on revenues and gross margin for the fiscal year ended January 2, 2026 compared to the fiscal year ended January 3, 2025:
Fiscal Year Ended
(In thousands, except percentage data)
−Removed: January 3, 2025
−Removed: December 29, 2023
Shimmick Projects
Gross Margin (%)
−Removed: Legacy Projects
−Removed: Gross Margin (%)
−Removed: Foundations Projects
+Added: Non-Core Projects
Gross Margin (%)
2 unchanged sentences
Shimmick Projects
−Removed: Projects started after the AECOM Sale Transaction ("Shimmick Projects") have focused on water infrastructure and other critical infrastructure.
−Removed: Revenue recognized on Shimmick Projects was $356 million and $386 million for the fiscal years ended January 3, 2025 and December 29, 2023, respectively.
−Removed: The $30 million decrease in revenue was primarily the result of a $82 million decrease from lower activity on existing projects and projects winding down partially offset by an aggregate of $52 million of revenue from a new water infrastructure project and ramp up of a transportation project.
−Removed: Gross margin recognized on Shimmick Projects was $12 million and $38 million for the fiscal years ended January 3, 2025 and December 29, 2023, respectively.
−Removed: The $26 million decrease in gross margin was primarily the result of a $37 million decrease from increased cost of revenue, schedule extensions and a decrease in revenue from existing projects that are winding down, partially offset by an aggregate of $11 million of gross margin from a new water infrastructure project and ramp up of a transportation project.
−Removed: Legacy Projects
−Removed: As part of the AECOM Sale Transaction, we acquired the Legacy Projects and backlog that were started under prior ownership.
−Removed: Legacy Projects revenue was $93 million for the fiscal year ended January 3, 2025, a decline of $105 million as compared to the fiscal year ended December 29, 2023, as the Company works to complete these projects.
−Removed: The decline in revenue was primarily driven by continued impacts of Legacy Projects winding down during fiscal 2024, the sale of non-core business contracts in the third quarter of 2023 as well as a non-cash adjustment to revenue on a Legacy Loss Project (as defined below) settlement recognized during the second quarter of 2024, partially offset by a settlement agreement in the Company's Golden Gate Bridge Project (the “GGB Project”) during the third quarter of 2024.
−Removed: Gross margin was $(49) million for the fiscal year ended January 3, 2025 as compared to $(7) million for the fiscal year ended December 29, 2023, primarily as a result of the Legacy Loss Project settlement during the second quarter of 2024, projects winding down and additional cost overruns on Legacy Loss Projects that have experienced
−Removed: additional increases in the cost to complete as well as additional legal fees to pursue contract modifications and recoveries, partially offset by the GGB Project settlement.
−Removed: A subset of Legacy Projects ("Legacy Loss Projects") have experienced significant cost overruns due to the COVID pandemic, design issues, legal costs and other factors.
−Removed: In the Legacy Loss Projects, we have recognized the estimated costs to complete and the loss expected from these projects.
+Added: Projects started after the AECOM Sale Transaction ("Shimmick Projects") have focused on critical infrastructure aligned with our strategy, including water, climate resilience, energy transition and sustainable transportation.
+Added: Revenue recognized on Shimmick Projects was $397 million and $356 million for the fiscal years ended January 2, 2026 and January 3, 2025, respectively.
+Added: The $42 million increase in revenue was primarily the result of $87 million of revenue from new higher margin projects ramping up and $31 million of revenue from a California Palisades fire clean-up project, partially offset by $77 million of decreases in revenue from lower activity on existing projects and projects winding down.
+Added: Gross margin recognized on Shimmick Projects was $40 million and $12 million for the fiscal years ended January 2, 2026 and January 3, 2025, respectively.
+Added: The $28 million increase in the gross margin was primarily the result of $21 million in gross margin from new projects ramping up and $7 million in gross margin from a California Palisades fire clean-up project.
+Added: Non-Core Projects
+Added: 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").
+Added: 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 substantially completed.
+Added: Non-Core Projects revenue was $96 million and $125 million for the fiscal year ended January 2, 2026 and January 3, 2025, respectively.
+Added: The $29 million decrease was primarily the result of the favorable GGB Project settlement which included a $31 million increase to revenue during the third quarter of 2024, which did not reoccur during the fiscal year ended January 2, 2026 as well as a result of projects winding down to completion.
+Added: These impacts were partially offset by the settlement on a federal lock and dam Non-Core Project which included a $23 million reduction to revenue during the second quarter of 2024, which also did not reoccur during the fiscal year ended January 2, 2026.
+Added: Gross margin was $(7) million for the fiscal year ended January 2, 2026 as compared to $(68) million for the fiscal year ended January 3, 2025.
+Added: The $61 million increase was primarily the result of the settlement on a federal lock and dam Non-Core Project discussed above which included a $30 million reduction to gross margin during the second quarter of 2024 as well as $19 million of cost increases for time and design-related schedule extensions identified
+Added: during the fiscal year ended January 3, 2025 which did not reoccur during the fiscal year ended January 2, 2026.
+Added: These improvements in margin from prior period were partially offset by the favorable GGB Project settlement, which contributed $11 million to gross margin during the third quarter of 2024 and did not reoccur during the fiscal year ended January 2, 2026.
+Added: 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.
+Added: 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.
−Removed: As these Legacy Loss Projects continue to wind down to completion, no further gross margin will be recognized and in some cases, there may be additional costs associated with these projects.
−Removed: Revenue recognized on these Legacy Loss Projects was $68 million and $99 million for the fiscal years ended January 3, 2025 and December 29, 2023, respectively.
−Removed: Gross margin recognized on these Legacy Loss Projects was $(45) million and $(14) million for the fiscal years ended January 3, 2025 and December 29, 2023, respectively.
−Removed: The change in gross margin was primarily the result of a Legacy Loss Project settlement during the second quarter of 2024, additional increases in the cost to complete as well as additional legal fees to pursue contract modifications and recoveries, partially offset by the GGB Project settlement.
−Removed: Foundations Projects
−Removed: Projects that focus on foundation drilling are referred to as "Foundations Projects".
−Removed: The Company entered into an agreement to sell the assets of our non-core Foundations Projects in the second quarter of 2024 and continued to wind down work during the 2024 fiscal year.
−Removed: As a result, revenue recognized on Foundations Projects declined during the 2024 fiscal year.
−Removed: Revenue recognized on Foundations Projects was $31 million and $48 million for the fiscal years ended January 3, 2025 and December 29, 2023, respectively.
−Removed: The $17 million decline in revenue was the result of timing of multiple projects winding down following the asset sale.
−Removed: Gross margin recognized on Foundations Projects was $(18) million and $(9) million for the fiscal years ended January 3, 2025 and December 29, 2023, respectively.
−Removed: The decline in gross margin was the result of cost overruns and projects winding down.
+Added: 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.
+Added: Revenue recognized on these Non-Core Loss Projects was $74 million and $68 million for the fiscal year ended January 2, 2026 and January 3, 2025, respectively.
+Added: Gross margin recognized on these Non-Core Loss Projects was $(2) million and $(45) million for the fiscal year ended January 2, 2026 and January 3, 2025, respectively.
+Added: The change in gross margin was primarily the result of the settlement of the claims discussed above as well as cost increases for time and design-related schedule extensions during the fiscal year ended January 3, 2025 which did not reoccur during the fiscal year ended January 2, 2026.
Selling, general and administrative expenses
−Removed: Selling, general and administrative expenses remained approximately flat period over period.
−Removed: ERP pre-implementation asset impairment and associated costs
−Removed: ERP pre-implementation asset impairment and associated costs were $16 million due to the 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 charge of $16 million recorded in the f iscal year ended January 3, 2025 .
−Removed: Equity in (loss) earnings of unconsolidated joint ventures
−Removed: Equity in (loss) earnings of unconsolidated joint ventures was $(5) million, compared to earnings of $10 million in the prior year period, primarily due a favorable subcontractor settlement during the fiscal year ended December 29, 2023 that did not reoccur during the f iscal year ended January 3, 2025 and increased costs due to schedule extensions.
+Added: Selling, general and administrative expenses decreased by $9 million during the fiscal year ended January 2, 2026 primarily as a result of the continued implementation of our transformation plan.
+Added: Equity in earnings (loss) of unconsolidated joint ventures
+Added: Equity in earnings of unconsolidated joint ventures was $2 million for the fiscal year ended January 2, 2026 compared to equity in loss of unconsolidated joint ventures of $5 million for the fiscal year ended January 3, 2025 primarily as the result of increased costs due to schedule extensions experienced during the fiscal year ended January 3, 2025 which did not reoccur during the fiscal year ended January 2, 2026.
Gain on sale of assets
−Removed: Gain on sale of assets decreased by $11 million primarily due to the gain recognized on the sale of non-core business contracts for $30 million during the fiscal year ended December 29, 2023, partially offset by the $17 million gain recognized on the transaction for the sale-leaseback of our equipment yard in Tracy, California and $2
−Removed: million gain recognized on the sale of the assets of our non-core Foundations Projects during the f iscal year ended January 3, 2025 .
+Added: Gain on sale of assets, net decreased by $21 million during the fiscal year ended January 2, 2026 primarily due to the $17 million gain recognized on the transaction for the sale-leaseback of our equipment yard in Tracy, California and the $4 million gain recognized on the sale of the assets of our foundation drilling Non-Core Projects, each of which occurred during the fiscal year ended January 3, 2025 and did not reoccur during the fiscal year ended January 2, 2026.
Interest expense
−Removed: Interest expense increased by $3 million primarily due to increased borrowings on the Credit Agreement, which was entered into on May 20, 2024 as well as interest charges on the Revolving Credit Facility which was not entered into until March 27, 2023.
−Removed: Other expense, net
−Removed: Other expense, net remained approximately flat period over period.
+Added: Interest expense increased by $1 million primarily due to increased average borrowings on the Credit Agreement during the fiscal year 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.
+Added: Other (income) expense, net
+Added: Other income, net was $1 million for the fiscal year ended January 2, 2026 compared to other expense, net of $1 million for the fiscal year ended January 3, 2025 primarily as the result of a $1 million loss recognized on the settlement of certain claims with AECOM as well as expenses recognized associated with the change in fair value of contingent consideration and other costs incurred during the fiscal year ended January 3, 2025 which did not reoccur during the fiscal year ended January 2, 2026.
Income tax benefit
+Added: Due to a tax loss for the fiscal year ended 2025, no income tax expense was recorded for the fiscal year ended January 2, 2026.
Income tax benefit of $1 million was recognized for the fiscal year ended January 3, 2025, primarily as the result of a decrease in other taxes payable.
−Removed: No taxable income was recognized for the fiscal year ended December 29, 2023, thus no income tax expense or benefit was recorded.
−Removed: Net loss increased by $122 million from $2 million to a net loss of $125 million for the fiscal year ended January 3, 2025, primarily due to a decrease in gross margin of $78 million of which $52 million was a result of gross margin declines in the legacy and foundations projects.
−Removed: In addition, the ERP pre-implementation asset impairment and associated costs of $16 million, a decrease of gain on the sale of assets of $11 million, an increase in equity in loss of unconsolidated joint ventures of $15 million as well as an increase in interest expense of $3 million added to the net loss increase, each as described above.
+Added: Net loss decreased by $100 million to a net loss of $25 million for the fiscal year ended January 2, 2026, primarily due to an increase in gross margin of $89 million, a decrease in ERP pre-implementation asset impairment and associated costs of $16 million, a decrease in selling, general and administrative expenses of $9 million, an increase in equity in earnings (loss) of unconsolidated joint ventures of $6 million and an increase in other (income) expense, net of $2 million, partially offset by a decrease in gain on sale of assets of $21 million and an increase in interest expense of $1 million, all as described above.
Non-GAAP financial measures
1 unchanged sentence
However, management believes that certain non-GAAP financial measures provide investors with additional useful information in evaluating our performance.
−Removed: Therefore, to supplement our consolidated financial statements, we provide investors with certain non-GAAP financial measures, including Adjusted net (loss) income and Adjusted EBITDA.
−Removed: Adjusted net (loss) income
−Removed: Adjusted net (loss) income 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 Legacy Projects and transaction-related costs and changes in fair value of contingent consideration remaining after the impact of transactions with our prior owner.
−Removed: We have also made an adjustment for transformation costs we have incurred including advisory costs in connection with settling outstanding claims, exiting the Legacy 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.
−Removed: We have included Adjusted net (loss) income in this Annual Report on Form 10-K 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.
−Removed: In particular, we believe that the exclusion of the income and expenses eliminated in calculating Adjusted net (loss) income can provide a useful measure for period-to-period comparisons of our core business.
−Removed: Accordingly, we believe that Adjusted net (loss) income provides useful information to investors and others in understanding and evaluating our results of operations.
−Removed: Our use of Adjusted net (loss) income 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.
+Added: Therefore, to supplement our consolidated financial statements, we provide investors with certain non-GAAP financial measures, including Adjusted net loss and Adjusted EBITDA.
+Added: Adjusted net loss
+Added: 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 transaction-related costs and changes in fair value of contingent consideration remaining after the impact of transactions with our prior owner.
+Added: 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.
+Added: We have included Adjusted net loss in this Annual Report on Form 10-K 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.
+Added: 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.
+Added: Accordingly, we believe that Adjusted net loss provides useful information to investors and others in understanding and evaluating our results of operations.
+Added: 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:
−Removed: • Adjusted net (loss) income does not reflect changes in, or cash requirements for, our working capital needs,
−Removed: • Adjusted net (loss) income does not reflect the potentially dilutive impact of stock-based compensation, and
−Removed: • other companies, including companies in our industry, might calculate Adjusted net (loss) income or similarly titled measures differently, which reduces their usefulness as comparative measures.
−Removed: Because of these and other limitations, you should consider Adjusted net (loss) income alongside Net loss attributable to Shimmick Corporation, which is the most directly comparable GAAP measure.
+Added: • Adjusted net loss does not reflect changes in, or cash requirements for, our working capital needs,
+Added: • Adjusted net loss does not reflect the potentially dilutive impact of stock-based compensation, and
+Added: • other companies, including companies in our industry, might calculate Adjusted net loss or similarly titled measures differently, which reduces their usefulness as comparative measures.
+Added: 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.
Adjusted EBITDA
−Removed: 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 Legacy Projects and transaction-related costs and changes in fair value of contingent consideration remaining after the impact of transactions with our prior owner.
−Removed: We have also made an adjustment for transformation costs we have incurred including advisory costs in connection with settling outstanding claims, exiting the Legacy 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.
+Added: 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 transaction-related costs and changes in fair value of contingent consideration remaining after the impact of transactions with our prior owner.
+Added: We have also made an adjustment for transformation costs we have incurred including advisory costs in
+Added: 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 Annual Report on Form 10-K 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.
16 unchanged sentences
ERP pre-implementation asset impairment and associated costs (2)
−Removed: Legal fees and other costs for Legacy Projects (3)
−Removed: Adjusted net (loss) income
+Added: Legal fees and other costs for Non-Core Projects (3)
+Added: Adjusted net loss
Fiscal Year Ended
7 unchanged sentences
ERP pre-implementation asset impairment and associated costs (2)
−Removed: Legal fees and other costs for Legacy Projects (3)
+Added: Legal fees and other costs for Non-Core Projects (3)
Adjusted EBITDA
−Removed: (1) Consists of transformation-related costs we have incurred including advisory costs in connection with settling outstanding claims in connection with exiting certain Legacy 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.
−Removed: (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 charge of $16 million in the third quarter of fiscal 2024.
−Removed: (3) Consists of legal fees and other costs incurred in connection with claims relating to Legacy Projects.
+Added: (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.
+Added: (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.
+Added: (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.
1 unchanged sentence
Capital Requirements and Sources of Liquidity
−Removed: During the fiscal year ended January 3, 2025, our capital expenditures were approximately $10 million compared to $7 million for the fiscal year ended December 29, 2023.
+Added: During the fiscal year ended January 2, 2026, our capital expenditures were approximately $6 million compared to $10 million for the fiscal year ended January 3, 2025.
Historically, we have had significant cash requirements in order to organically expand our business to undertake new projects.
2 unchanged sentences
Additional cash requirements resulting from our growth include the costs of additional personnel, enhancing our information systems, our compliance with laws and rules applicable to being a public company and, in the future, our integration of any acquisitions.
−Removed: Unrestricted cash and cash equivalents at January 3, 2025 totaled $34 million and availability under the Revolving Credit Facility and Credit Agreement totaled $15 million and $51 million, respectively, resulting in total liquidity of $100 million.
+Added: Unrestricted cash and cash equivalents at January 2, 2026 totaled $20 million and availability under the Credit Agreement and ACF Credit Agreement totaled $17 million and $7 million, respectively, resulting in total liquidity of $44 million.
We have historically relied upon cash available through operating activities, in addition to credit facilities and existing cash balances, to finance our working capital requirements and to support our growth.
6 unchanged sentences
Events that affect the insurance and bonding markets may result in bonding becoming more difficult to obtain in the future, or being available only at a significantly greater cost.
−Removed: We believe that our operating, investing and financing cash flows are sufficient to fund our operations for at least the next twelve months.
+Added: We believe that our operating, investing and financing cash flows are sufficient to fund our operations for at least the next twelve months and thereafter for the foreseeable future.
However, future cash flows are subject to a number of variables, and significant additional expenditures will be required to conduct our operations.
6 unchanged sentences
(In thousands)
−Removed: January 3, 2025
−Removed: December 29, 2023
Credit Agreement
−Removed: Revolving Credit Facility
+Added: ACF Credit Agreement
+Added: Ansley Loan Agreement
Unamortized debt issuance costs
−Removed: Long-term debt, net
−Removed: Revolving Credit Facility
−Removed: 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.
−Removed: The Revolving Credit Facility has been subsequently amended, most recently on September 25, 2024.
−Removed: As amended, the Revolving Credit Facility provides for a total commitment of $15 million and bears interest at an annual rate of adjusted term SOFR, subject to a 1.0% floor, plus 5.50%.
−Removed: 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%.
−Removed: The Revolving Credit Facility includes certain financial operating covenants, including a minimum liquidity requirement of $7.5 million.
−Removed: We are not aware of any instances of noncompliance with the key financial covenants as of January 3, 2025.
−Removed: The Revolving Credit Facility was terminated on March 13, 2025 upon the execution of the ACF Credit Agreement (as defined below).
−Removed: During the fiscal year ended January 3, 2025, we repaid $30 million of the amount outstanding under the Revolving Credit Facility and paid $2 million in cash interest.
+Added: Total debt, net
+Added: Current portion of long-term debt, net
+Added: Long-term debt, less current portion, net
Credit Agreement
−Removed: On May 20, 2024, we, as guarantor, and our 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”), which was subsequently amended on September 25, 2024, January 30, 2025 and March 12, 2025 to, among other things, permit the Company’s concurrent
−Removed: amendment to the Revolving Credit Facility and waive the specified noncompliance of the Material Project Documents covenant regarding entering into non-bonded contracts.
+Added: 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”), which was most recently amended on March 9, 2026 to, among other things, waive the specified noncompliance of the Material Project Documents covenant regarding entering into non-bonded contracts.
As amended, the Credit Agreement provides borrowing capacity up to $60 million.
2 unchanged sentences
Payment-in-kind interest accrued and capitalized shall not constitute loan outstanding amounts for the purposes of calculating loan availability.
−Removed: During the fiscal year ended January 3, 2025, the Company paid $0.3 million in cash interest and accrued $2 million in non-cash payment-in-kind interest.
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.
−Removed: Obligations of the Borrowers under the Credit Agreement are guaranteed by us and secured by a lien on substantially all of our and the Borrowers' assets.
+Added: 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.
−Removed: In addition, the Credit Agreement contains a maximum leverage ratio covenant as tested quarterly commencing with the close of the first quarter of 2026.
+Added: In addition, the Credit Agreement contains a maximum leverage ratio covenant as tested quarterly commencing with the close of the second quarter of 2027.
The Credit Agreement also contains representations and warranties and event of default provisions customary for a transaction of this type.
−Removed: Subsequent to January 3, 2025, the Company was not in compliance with a non-financial covenant regarding entering into material non-bonded contracts as set forth in the Credit Agreement.
−Removed: As of January 3, 2025 and following the March 12, 2025 amendment, we are not aware of any instances of noncompliance with non-financial or financial covenants.
−Removed: As of January 3, 2025, $9 million was outstanding under the Credit Agreement.
−Removed: 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.
−Removed: 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 stockholder approval on June 26, 2024.
−Removed: Of the total common shares issued, 1,036,949 were held in escrow which resulted in an AECOM voting interest of 19.6% as of January 3, 2025.
−Removed: The Company recognized a loss of $1 million in other expense, net within the 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.
+Added: The Company is not aware of any instances of noncompliance with non-financial or financial covenants as of January 2, 2026.
ACF Credit Agreement
−Removed: On March 12, 2025, we entered into a Credit Agreement (“ACF Credit Agreement”) with ACF FINCO I LP, which provides a total commitment of $15 million and bears interest at an annual rate of adjusted term SOFR, subject to a 2.0% floor, plus 4.50%.
+Added: On March 12, 2025, we entered into a credit agreement (“ACF Credit Agreement”) with ACF FINCO I LP, which provides a total commitment of $15 million and bears interest at an annual rate of adjusted term SOFR (as defined in the ACF Credit Agreement), subject to a 2.0% floor, plus 4.50%.
Further, the ACF Credit Agreement is subject to an annual unused line fee of 0.50%.
1 unchanged sentence
The ACF Credit Agreement matures on the earlier of March 12, 2028 or 90 days prior to the maturity date of the Credit Agreement.
+Added: As of January 2, 2026, we are not aware of any instances of noncompliance with non-financial or financial covenants.
+Added: Ansley Loan Agreement
+Added: On March 31, 2025, we entered into a loan and security agreement (the “Ansley Loan Agreement”) with Ansley Park Capital LLC which provides for a borrowing capacity of $15.0 million as evidenced by two promissory notes (each, a “Promissory Note,” and together, the “Promissory Notes”).
+Added: Each Promissory Note has a maturity date of April 1, 2031, and accrues interest at a rate of 12.50% per annum.
+Added: Pursuant to the terms of the Ansley Loan Agreement, we granted a security interest in (a) certain items of equipment
+Added: described therein, (b) all leases, rental contracts, chattel paper, accounts, security deposits and general intangibles relating thereto and (c) and any and all proceeds thereof as collateral for the payments under the Ansley Loan Agreement.
+Added: The Ansley Loan Agreement contains customary affirmative and negative covenants for a transaction of this type.
+Added: In connection with the Ansley Loan Agreement, we entered into a separate guaranty agreement (each, a “Guaranty Agreement,” and together, the “Guaranty Agreements”) in favor of the Ansley Park Capital LLC unconditionally guaranteeing our liabilities and the liabilities of one of our wholly-owned subsidiaries under the
+Added: Ansley Loan Agreement.
+Added: As of January 2, 2026, we are not aware of any instances of noncompliance with non-financial or financial covenants.
+Added: Revolving Credit Facility
+Added: 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.
+Added: The Revolving Credit Facility was terminated on March 12, 2025 upon execution of the ACF Credit Agreement.
+Added: During the fiscal year ended January 2, 2026, the Company paid $2 million in cash interest, and accrued $3 million in non-cash payment-in-kind interest as of January 2, 2026.
+Added: ATM Agreement
+Added: On September 8, 2025, the Company entered into an At The Market Offering Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Sales Agent”).
+Added: Under the Sales Agreement, the Sales Agent may, at the Company’s discretion, sell up to $7.8 million of shares of the Company’s common stock, in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended.
+Added: The shares will be sold pursuant to the Company’s Registration Statement on Form S-3 (File No.
+Added: 333-288513), declared effective by the SEC on July 10, 2025, and the related prospectus supplement (the “Prospectus Supplement”) dated September 8, 2025 filed with the SEC in connection with the offer and sale of the shares.
+Added: The Company is not obligated to make any sales of shares under the Sales Agreement, and no assurance can be given that the Company will sell any shares under the Sales Agreement, or, if the Company does, as to the price or amount of shares that the Company will sell, or the dates on which any such sales will take place.
+Added: The Company or the Sales Agent, under certain circumstances and upon notice to the other, may suspend the offering of the shares under the Sales Agreement.
+Added: The offering of the Shares pursuant to the Sales Agreement will terminate upon the sale of shares in an aggregate offering amount equal to $7.8 million, or sooner if either the Company or the Sales Agent terminates the Sales Agreement.
+Added: The Company will pay the Sales Agent a cash commission in an amount up to 3% of the gross proceeds from each sale of Shares sold pursuant to the Sales Agreement and will reimburse the Sales Agent for the documented fees and costs of its legal counsel reasonably incurred in connection with entering into the transactions contemplated by the Sales Agreement in an amount not to exceed $50,000 in the aggregate.
+Added: The Company made certain customary representations, warranties and covenants in the Sales Agreement concerning the Company and its subsidiaries and the Registration Statement, Prospectus, Prospectus Supplement and other documents and filings relating to the offering of the shares.
+Added: In addition, the Company has agreed to indemnify the Sales Agent against certain liabilities, including liabilities under the Securities Act.
+Added: The shares to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company’s Registration Statement, and its Prospectus Supplement related thereto.
Cash Flows Analysis
4 unchanged sentences
Net cash provided by investing activities
−Removed: Net cash (used in) provided by financing activities
+Added: Net cash provided by (used in) financing activities
Net decrease in cash, cash equivalents and restricted cash
2 unchanged sentences
Operating Activities
−Removed: During the fiscal year ended January 3, 2025, net cash used in operating activities was $21 million, compared to net cash used in operating activities of $88 million for the fiscal year ended December 29, 2023.
+Added: During the fiscal year ended January 2, 2026, net cash used in operating activities was $65 million, compared to net cash used in operating activities of $21 million for the fiscal year ended January 3, 2025.
Cash flows used in operating activities were driven by a net loss, adjusted for various non-cash items and changes in accounts receivable, contract assets, contract liabilities, accounts payable and accrued expenses balances, accrued salaries and wages and other assets and liabilities as discussed below.
Operating assets and liabilities — The change in operating assets and liabilities varies due to fluctuations and timing in operating activities and operating assets and liabilities.
−Removed: The changes in the components of operating assets and liabilities during the fiscal years ended January 3, 2025 and December 29, 2023 were as follows:
+Added: The changes in the components of operating assets and liabilities during the fiscal years ended January 2, 2026 and January 3, 2025 were as follows:
Fiscal Year Ended
1 unchanged sentence
Accounts receivable, net
−Removed: Due from unconsolidated joint ventures
Contract assets
2 unchanged sentences
Accrued expenses
−Removed: Accrued salaries, wages and benefits
Other assets and liabilities
Changes in operating assets and liabilities, net
−Removed: During the fiscal year ended January 3, 2025, the increase in operating assets and liabilities was $83 million, which was primarily driven by decreases in contract assets and increases in contract liabilities and accrued expenses.
+Added: During the fiscal year ended January 2, 2026, the decrease in operating assets and liabilities was $66 million, which was primarily driven by decreases in contract liabilities and increases in contract assets, partially offset by increases in accounts payable.
The Company’s operating assets and liabilities fluctuations are impacted by the mix of projects in backlog, seasonality, the timing of new awards and related payments for work performed and the contract billings to the customer as projects are completed.
Operating assets and liabilities are also impacted at period end by the timing of accounts receivable collections and accounts payable payments for projects.
−Removed: The impact on net cash flows from operations in the fiscal years ended January 3, 2025 and December 29, 2023 from Legacy Loss Projects was cash proceeds of approximately $42 million in part due to settlements on claims during the year and cash used of $65 million, respectively.
Investing Activities
+Added: For the fiscal year ended January 2, 2026, net cash provided by investing activities was $1 million, which was primarily driven by proceeds from the sale of assets of $5 million and return of investment in unconsolidated joint ventures of $3 million, partially offset by purchases of property, plant and equipment of $7 million.
For the fiscal year ended January 3, 2025, net cash provided by investing activities was $15 million, which was primarily driven by proceeds from the sale of assets of $32 million, partially offset by purchases of property, plant and equipment of $10 million and contributions to unconsolidated joint ventures of $6 million.
−Removed: For the fiscal year ended December 29, 2023, net cash provided by investing activities was $22 million, which primarily consisted of cash proceeds from the sale of non-core business contracts of $30 million, proceeds from sale of assets of $6 million ($4 million due to sale of an office building), and return of investment in unconsolidated joint
−Removed: ventures of $16 million, partially offset by unconsolidated joint venture equity contributions of $23 million and purchases of property, plant and equipment of $7 million.
Financing Activities
+Added: For the fiscal year ended January 2, 2026, net cash provided by financing activities was $50 million, which primarily consisted of borrowings on credit and loan agreements of $129 million, partially offset by repayments on credit and loan agreements of $75 million, $2 million of debt issuance costs incurred for the ACF Credit Agreement and
+Added: Ansley Loan Agreement entered into during the first quarter of 2025 and $2 million of payments associated with tax withholdings related to the vesting of restricted stock units.
For the fiscal year ended January 3, 2025, net cash used in financing activities was $22 million, which primarily consisted of net repayments to credit facilities of $20 million and $2 million of debt issuance costs incurred for the Credit Agreement and associated amendment entered into during the second and third quarters of 2024.
−Removed: For the fiscal year ended December 29, 2023, net cash provided by financing activities was $48 million, which primarily consisted of net proceeds from the Revolving Credit Facility borrowings of $30 million and IPO proceeds of $25 million, partially offset by payments of IPO costs of $6 million.
Letters of Credit
We obtain standby letters of credit as required from time to time by our insurance carriers.
−Removed: The Company did not have any letters of credit outstanding as of January 3, 2025 or December 29, 2023.
+Added: The Company did not have any letters of credit outstanding as of January 2, 2026 or January 3, 2025.
Contractual Obligations
−Removed: Contractual obligations of the Company consisted of liabilities associated with remaining lease payments through the fiscal years ending December 28, 2029 of approximately $7 million, $5 million, $4 million, $4 million and $3 million, respectively, and approximately $3 million in the aggregate thereafter based on balances outstanding as of January 3, 2025.
+Added: Contractual obligations of the Company consisted of liabilities associated with remaining lease payments through the fiscal years ending January 3, 2030 of approximately $6 million, $4 million, $4 million, $3 million and $2 million, respectively, and approximately $1 million in the aggregate thereafter based on balances outstanding as of January 2, 2026.
See Note 10 - Leases, of the notes to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.
3 unchanged sentences
Substantially all of the contracts in our backlog may be canceled or modified at the election of the customer.
−Removed: As of January 3, 2025, we had a backlog of projects of approximately $822 million, with over half of that amount comprised of water projects.
−Removed: We believe we have the ability to self-perform many of these projects, enabling us to compete for complex projects and differentiating us from many of our competitors.
−Removed: Self-performance also enables us to better control the critical aspects of our projects, reducing the risk of cost and schedule overruns.
+Added: As of January 2, 2026, we had a backlog of projects of approximately $793 million.
The following tables present the Company's percentage of backlog by customer type, contract type and backlog recognized:
28 unchanged sentences
The Company recognizes revenue from signed contracts with customers, change orders (approved and unapproved) and claims on those contracts that we conclude to be enforceable under the terms of the signed contracts.
−Removed: the Company’s contracts have one clearly identifiable performance obligation.
+Added: Many of the Company’s contracts have one clearly identifiable performance obligation.
However, some contracts provide the customer an integrated service that includes two or more of services associated with construction, operations and management.
48 unchanged sentences
Report of Independent Registered Public Accounting Firm (PCAOB ID:
−Removed: Consolidated Balance Sheets as of January 3, 2025 and December 29, 2023
−Removed: Consolidated Statements of Operations for the Fiscal Years Ended January 3, 2025 and December 29, 2023
−Removed: Consolidated Statements of Stockholders’ (Deficit) Equity for the Fiscal Years Ended January 3, 2025 and December 29, 2023
−Removed: Consolidated Statements of Cash Flows for the Fiscal Years Ended January 3, 2025 and December 29, 2023
+Added: Consolidated Balance Sheets as of January 2, 2026 and January 3, 2025
+Added: Consolidated Statements of Operations for the Fiscal Years Ended January 2, 2026 and January 3, 2025
+Added: Consolidated Statements of Stockholders’ (Deficit) Equity for the Fiscal Years Ended January 2, 2026 and January 3, 2025
+Added: Consolidated Statements of Cash Flows for the Fiscal Years Ended January 2, 2026 and January 3, 2025
Notes to Consolidated Financial Statements
2 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Shimmick Corporation and subsidiaries (the "Company") as of January 3, 2025 and December 29, 2023, the related consolidated statements of operations, stockholders’ (deficit) equity, and cash flows, for each of the two fiscal years in the period ended January 3, 2025, and the related notes (collectively referred to as the "financial statements").
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 3, 2025 and December 29, 2023, and the results of its operations and its cash flows for each of the two fiscal years in the period ended January 3, 2025, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated balance sheets of Shimmick Corporation and subsidiaries (the "Company") as of January 2, 2026 and January 3, 2025, the related consolidated statements of operations, stockholders’ (deficit) equity, and cash flows, for each of the two years in the period ended January 2, 2026, and the related notes (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 2, 2026 and January 3, 2025, and the results of its operations and its cash flows for each of the two years in the period ended January 2, 2026, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
31 unchanged sentences
Investment in unconsolidated joint ventures
−Removed: Deferred tax assets
−Removed: LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
+Added: LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
1 unchanged sentence
Contract liabilities, current
−Removed: Accrued salaries, wages and benefits
Accrued expenses
+Added: Current portion of long-term debt, net
Other current liabilities
TOTAL CURRENT LIABILITIES
−Removed: Long-term debt, net
+Added: Long-term debt, less current portion, net
Lease liabilities, non-current
1 unchanged sentence
Contingent consideration
−Removed: Deferred tax liabilities
Other liabilities
1 unchanged sentence
Commitments and Contingencies (Note 12)
−Removed: STOCKHOLDERS' (DEFICIT) EQUITY
−Removed: Common stock, $ 0.01 par value, 100,000,000 shares authorized as of January 3, 2025 and December 29, 2023;
−Removed: 34,271,214 and 25,493,877 shares issued and outstanding as of January 3, 2025 and December 29, 2023, respectively
+Added: STOCKHOLDERS' DEFICIT
+Added: Common stock, $ 0.01 par value, 100,000,000 shares authorized as of January 2, 2026 and January 3, 2025;
+Added: 36,035,559 and 34,271,214 shares issued and outstanding as of January 2, 2026 and January 3, 2025, respectively
Additional paid-in-capital
−Removed: Retained (deficit) earnings
+Added: Retained deficit
Non-controlling interests
−Removed: TOTAL STOCKHOLDERS' (DEFICIT) EQUITY
−Removed: TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
+Added: TOTAL STOCKHOLDERS' DEFICIT
+Added: TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
See accompanying notes to the consolidated financial statements.
7 unchanged sentences
Total operating expenses
−Removed: Equity in (loss) earnings of unconsolidated joint ventures
+Added: Equity in earnings (loss) of unconsolidated joint ventures
Gain on sale of assets
−Removed: (Loss) income from operations
+Added: Loss from operations
Interest expense
−Removed: Other expense, net
+Added: Other (income) expense, net
Net loss before income tax
9 unchanged sentences
Stockholders'
−Removed: (Deficit) Earnings
−Removed: (Deficit) Equity
+Added: Earnings (Deficit)
+Added: Equity (Deficit)
Balance as of December 29, 2023
−Removed: Net (loss) income
−Removed: Initial Public Offering, net of costs
−Removed: Exercise of stock options
+Added: Issuance of common stock
Stock-based compensation
1 unchanged sentence
Distributions to non-controlling interests
−Removed: Balance as of December 29, 2023
+Added: Balance as of January 3, 2025
Non-Controlling
Stockholders'
−Removed: (Deficit) Earnings
−Removed: (Deficit) Equity
−Removed: Balance as of December 29, 2023
+Added: Balance as of January 3, 2025
Issuance of common stock
Stock-based compensation
−Removed: Contributions from non-controlling interests
−Removed: Distributions to non-controlling interests
+Added: Tax withholding related to vesting of restricted stock units
Balance as of January 2, 2026
8 unchanged sentences
Depreciation and amortization
−Removed: Equity in loss (earnings) of unconsolidated joint ventures
+Added: Equity in (earnings) loss of unconsolidated joint ventures
Return on investment in unconsolidated joint ventures
3 unchanged sentences
Accounts receivable, net
−Removed: Due from unconsolidated joint ventures
Contract assets
2 unchanged sentences
Accrued expenses
−Removed: Accrued salaries, wages and benefits
Other assets and liabilities
7 unchanged sentences
Cash Flows From Financing Activities
−Removed: Net borrowings on Credit Agreement
−Removed: Net (repayments of) borrowings on Revolving Credit Facility
−Removed: Proceeds from IPO
−Removed: Payments of IPO costs
−Removed: Net cash (used in) provided by financing activities
+Added: Borrowings on credit and loan agreements
+Added: Repayments on credit and loan agreements
+Added: Net repayments of Revolving Credit Facility
+Added: Net cash provided by (used in) financing activities
Net decrease in cash, cash equivalents and restricted cash
12 unchanged sentences
In January 2021, we consummated the AECOM Sale Transaction and began operating as an independent company under new private ownership (the "AECOM Sale Transaction").
+Added: In November 2023, we completed our initial public offering (the “IPO”) and currently our stock is listed for trading on the Nasdaq Capital Market under the symbol “SHIM”.
The accompanying consolidated financial statements include the accounts of Shimmick Corporation and its subsidiaries, unless otherwise indicated.
−Removed: 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").
−Removed: The net proceeds to Shimmick from the IPO were approximately $ 19 million after deducting underwriting discounts and commissions and other offering expenses of $ 6 million.
−Removed: Shimmick’s common stock began trading on November 14, 2023 and is currently listed for trading on the Nasdaq Capital Market under the symbol "SHIM".
Basis of Presentation and Summary of Significant Accounting Policies
6 unchanged sentences
Change in Presentation
−Removed: Certain prior period balances in the consolidated statements of operations and statements of cash flows and accompanying notes have been combined or rounded to conform to current period presentation.
+Added: Certain prior period balances in the consolidated balance sheets, statements of operations and statements of cash flows and accompanying notes have been combined or rounded to conform to current period presentation.
These changes had no impact on net loss, cash flows, assets and liabilities, or (deficit) equity previously reported.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: There were no fractional shares issued with respect to the reclassification of shares of Old Common Stock.
−Removed: In lieu of fractional shares, the Company rounded up to the nearest whole number of shares of Common Stock.
−Removed: The Company has retro-actively applied the stock split made effective on October 23, 2023, to share and per share amounts in the consolidated financial statements.
The Company’s fiscal years consist of 52 or 53 weeks, ending on the Friday closest to December 31.
+Added: Fiscal year 2025 commenced on January 4, 2025 and ended on January 2, 2026.
Fiscal year 2024 commenced on December 30, 2023 and ended on January 3, 2025.
−Removed: Fiscal year 2023 commenced on December 31, 2022 and ended on December 29, 2023.
Use of Estimates
97 unchanged sentences
The Company’s cash equivalents include highly liquid investments which have an initial maturity of three months or less.
−Removed: Cash and cash equivalents as of January 3, 2025 and December 29, 2023, include $ 2 million and $ 1 million, respectively, held by consolidated joint ventures that may not be distributed or used for certain other payments prescribed in the joint venture agreement without consent of the joint venture partners.
+Added: Cash and cash equivalents as of each of January 2, 2026 and January 3, 2025, include $ 2 million, held by consolidated joint ventures that may not be distributed or used for certain other payments prescribed in the joint venture agreement without consent of the joint venture partners.
These balances are presented as restricted cash within the consolidated balance sheets.
1 unchanged sentence
The Company records its accounts receivable net of an allowance for credit losses.
−Removed: This allowance for credit losses is estimated based on management’s evaluation of the contracts involved and the client’s ability and willingness to pay.
−Removed: Allowances for credit losses have been determined through specific identification of amounts considered to be uncollectible and potential write-offs, plus a non-specific allowance for other amounts for which some potential loss has been determined to be probable as of the consolidated balance sheet date based on current and past experience.
+Added: The company estimates the allowance for credit losses based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.
Property, Plant and Equipment
10 unchanged sentences
For property, plant and equipment assets to be disposed, impairment losses are recognized at the lower of the carrying amount or fair value less cost to sell.
−Removed: Other than the enterprise resource planning (ERP) system impairment discussed in Note 5 - Property, Plant and Equipment and Intangible Assets, there was no impairment to property, plant and equipment for the fiscal years ended January 3, 2025 and December 29, 2023.
+Added: Other than the enterprise resource planning (ERP) system impairment discussed in Note 5 - Property, Plant and Equipment and Intangible Assets, there was no impairment to property, plant and equipment for the fiscal years ended January 2, 2026 and January 3, 2025.
Intangible Assets
3 unchanged sentences
The Company considers events or circumstances that may warrant revised estimates of useful lives or that may indicate impairment.
−Removed: There was no impairment to intangible assets for the fiscal years ended January 3, 2025 and December 29, 2023.
+Added: There was no impairment to intangible assets for the fiscal years ended January 2, 2026 and January 3, 2025.
Insurance Reserves
12 unchanged sentences
Right-of-use assets are evaluated for impairment in accordance with the Company’s policy for impairment of long-lived assets.
+Added: The following tables summarize the components of other current liabilities as of January 2, 2026 and January 3, 2025:
+Added: (In thousands)
+Added: Salaries, wages and benefits
+Added: Lease liabilities
+Added: Insurance and legal expense reserves
+Added: Project accruals and other current liabilities
+Added: Other current liabilities
Non-controlling Interests
7 unchanged sentences
The classification of a financial asset or liability within the hierarchy is determined based on the lowest level (least observable) input that is significant to the fair value measurement.
−Removed: Other than the contingent consideration, there were no assets and liabilities measured at fair value on a recurring basis as of January 3, 2025 or December 29, 2023.
+Added: Other than the contingent consideration, there were no assets and liabilities measured at fair value on a recurring basis as of January 2, 2026 or January 3, 2025.
The Company accounts for income taxes using the asset and liability method.
24 unchanged sentences
Recently Adopted Accounting Standards
−Removed: In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures , which requires the Company to expand the breadth and frequency of segment disclosures to include additional information about significant segment expenses, the chief operating decision maker (CODM) and other items, and also requires the annual disclosures on an interim basis.
−Removed: This guidance is effective for annual periods beginning after December 15, 2023, with early adoption permitted.
−Removed: The Company adopted ASU 2023-07 as of January 3, 2025 with no significant impact on its consolidated financial statements and related disclosures.
−Removed: Recently Issued Accounting Standards
In December 2023, the FASB issued ASU No.
1 unchanged sentence
Improvements to Income Tax Disclosures, which requires disaggregation of certain components included in the Company’s effective tax rate and income taxes paid disclosures.
−Removed: The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.
−Removed: The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements and related disclosures.
+Added: The Company adopted ASU 2023-09 as of year ended January 2, 2026 with no significant impact on its consolidated financial statements and related disclosures included in Note 7 - Income Taxes.
+Added: Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):
−Removed: Disaggregation of Income Statement Expenses, which requires public companies to disclose additional information about certain expenses in the notes to financial statements, enhancing transparency and providing more detailed insights for investors and other stakeholders.
−Removed: This guidance is effective for annual periods beginning after December 15, 2026, and quarterly periods thereafter.
−Removed: The Company is currently evaluating the effects adoption of this guidance will have on the consolidated financial statements and related disclosures.
+Added: Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date.
+Added: These updates require public companies to disclose additional information about certain expenses in the notes to financial statements, enhancing transparency and providing more detailed insights for investors and other stakeholders.
+Added: This guidance is effective for annual periods beginning after December 15, 2026, and quarterly periods within those annual periods beginning after December 15, 2027, with early adoption permitted, and will be applied on a prospective basis.
+Added: The Company is currently evaluating the effects that adoption of this guidance will have on the condensed consolidated financial statements and related disclosures
+Added: In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, to address complexities in applying current expected credit losses for current accounts receivable and contract assets.
+Added: The amendments allow entities to make an accounting policy election to apply a practical expedient when estimating expected credit losses for certain assets, which allows entities to assume that economic conditions at the balance sheet date will remain unchanged for the remaining life of those assets.
+Added: The amendments are effective in annual periods beginning after December 15, 2025, with early adoption permitted.
+Added: The Company is currently evaluating the effects that adoption of this guidance will have on the consolidated financial statements and related disclosures.
Revenue, Receivables and Contract Assets and Liabilities
5 unchanged sentences
Total revenue
−Removed: Projects started after prior ownership ("Shimmick Projects") have focused on water infrastructure and other critical infrastructure.
−Removed: Projects that started under prior ownership are referred to as "Legacy Projects".
−Removed: Projects that focus on foundation drilling are referred to as "Foundations Projects".
−Removed: The following table presents the Company’s revenue disaggregated by Shimmick Projects, Foundations Projects and Legacy Projects:
+Added: Projects started after prior ownership ("Shimmick Projects") have focused on critical infrastructure aligned with our strategy, including water, climate resilience, energy transition and sustainable transportation.
+Added: 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").
+Added: The following table presents the Company’s revenue disaggregated by Shimmick Projects and Non-Core Projects:
Fiscal Year Ended
1 unchanged sentence
Shimmick Projects
−Removed: Legacy Projects
−Removed: Foundations Projects
+Added: Non-Core Projects
Total revenue
10 unchanged sentences
Contract liabilities, current and non-current:
−Removed: Billings on uncompleted contracts in excess of costs and estimated earnings
+Added: Billings on uncompleted contracts in excess of costs and estimated earnings, net of retainage receivable
Forward loss reserve
6 unchanged sentences
Unless reserved, the Company assumes that all amounts retained by customers under such provisions are fully collectible.
−Removed: These assets and liabilities are reported in the consolidated balance sheets within “Contract assets, current,” “Contract assets, non-current,” “Contract liabilities, current" and “Contract liabilities, non-current." A certain portion of our retainage receivable contract asset balance is non-current, and therefore is not presented on a net basis against the associated contract liabilities that are current.
−Removed: Costs and estimated earnings in excess of billings on uncompleted contracts consists of revenue recognized in excess of billings.
+Added: The majority of retainage receivable is expected to be collected within one year.
+Added: These assets and liabilities are reported in the consolidated balance sheets within “Contract assets, current,” “Contract assets, non-current,” “Contract liabilities, current" and “Contract liabilities, non-current." Costs and estimated earnings in excess of billings on uncompleted contracts consists of revenue recognized in excess of billings.
Billings on uncompleted contracts in excess of costs and estimated earnings consists of billings in excess of revenue recognized.
−Removed: The Company recognized revenue of $ 45 million during the fiscal year ended January 3, 2025 that was included in contract liabilities as of December 29, 2023.
+Added: The Company recognized revenue of $ 53 million during the fiscal year ended January 2, 2026 that was included in contract liabilities as of January 3, 2025.
The Company’s timing of revenue recognition may not be consistent with its rights to bill and collect cash from its clients.
3 unchanged sentences
Total accounts receivable, gross
−Removed: Allowance for doubtful accounts
+Added: Allowance for credit losses
Accounts receivable, net
−Removed: Substantially all contract assets as of January 3, 2025 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.
+Added: Substantially all contract assets as of January 2, 2026 and January 3, 2025 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.
1 unchanged sentence
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.
+Added: With respect to one Non-Core Project, the Company continues to discuss potential change orders and/or changes in scope to the project, each of which or in the aggregate have the potential to materially impact the Company’s results of operations.
The Company may take legal action if it and the customer cannot reach a mutually acceptable resolution.
2 unchanged sentences
As of January 2, 2026
−Removed: As of December 29, 2023
+Added: As of January 3, 2025
Significant Customers as a Percentage of Revenue
2 unchanged sentences
Customer four
−Removed: Fiscal Year Ended December 29, 2023
+Added: Fiscal Year Ended January 3, 2025
Customer three
+Added: Customer four
Revisions in Estimates
+Added: Changes in contract estimates resulted in net decreases in gross margin of $ 6 million for the fiscal year ended January 2, 2026, primarily due to cost increases related to delays and lower productivity on a Shimmick bridge project and a federal lock and dam Non-Core Project, partially offset by net increases in gross margin due to lower cost estimates on a Shimmick water project.
Changes in contract estimates resulted in net decreases in gross margin of $ 63 million for the fiscal year ended January 3, 2025, primarily due to settlements of claims on two large projects and increased forecasted costs to complete on loss projects.
−Removed: Changes in contract estimates resulted in net decreases in gross margin of $ 10 million for the fiscal year ended December 29, 2023, primarily due to increased forecasted costs to complete and an agreed upon contract settlement lower than previously estimated, partially offset by increases in gross margin on an outstanding claim.
Joint Ventures and Variable Interest Entities
19 unchanged sentences
Other expense
−Removed: Net (loss) income
+Added: Net income (loss)
Contractually required support provided to the Company’s joint ventures is discussed in Note 12 - Commitments and Contingencies.
4 unchanged sentences
(In thousands)
−Removed: Amounts included in the consolidated balance sheets related to services provided to unconsolidated joint ventures for the years ended January 3, 2025 and December 29, 2023 are as follows:
+Added: Amounts included in the consolidated balance sheets related to services provided to unconsolidated joint ventures for the years ended January 2, 2026 and January 3, 2025 are as follows:
(In thousands)
1 unchanged sentence
Property, Plant and Equipment and Intangible Assets
−Removed: The following tables summarize the components of property, plant and equipment as of January 3, 2025 and December 29, 2023:
−Removed: January 3, 2025
−Removed: December 29, 2023
+Added: The following tables summarize the components of property, plant and equipment as of January 2, 2026 and January 3, 2025:
(In thousands)
9 unchanged sentences
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.
−Removed: During the fiscal year ended January 3, 2025, Shimmick completed the sale-leaseback of the Company's equipment yard in Tracy, California.
−Removed: 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.
−Removed: The Company 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.
−Removed: As a result of the sale, the Company recorded a gain of $ 17 million in gain on sale of assets within the consolidated statements of operations.
−Removed: During the fiscal year ended January 3, 2025, Shimmick made the strategic decision to enhance the Company’s current ERP system rather than implementing a new platform which, due to prior capitalized pre-implementation
−Removed: costs and remaining contractual obligations of $ 5 million included in accrued expenses in the accompanying consolidated balance sheets, resulted in a charge of $ 16 million recorded in the fiscal year ended January 3, 2025.
The following tables present the Company’s finite-lived intangible assets, including the weighted- average useful lives for each major intangible asset category and in total:
6 unchanged sentences
Customer contracts
−Removed: December 29, 2023
+Added: January 3, 2025
Weighted Average Remaining Useful Life
4 unchanged sentences
Customer contracts
−Removed: Amortization of intangibles was $ 3 million for each of the fiscal years ended January 3, 2025 and December 29, 2023 and is recorded in selling, general and administrative expenses within the consolidated statements of operations.
+Added: Amortization of intangibles was $ 3 million for each of the fiscal years ended January 2, 2026 and January 3, 2025 and is recorded in selling, general and administrative expenses within the consolidated statements of operations.
The Company’s estimated aggregate remaining amortization is as follows:
2 unchanged sentences
(In thousands)
−Removed: January 3, 2025
−Removed: December 29, 2023
Credit Agreement
−Removed: Revolving Credit Facility
+Added: ACF Credit Agreement
+Added: Ansley Loan Agreement
Unamortized debt issuance costs
−Removed: Long-term debt, net
−Removed: Revolving Credit Facility
−Removed: 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.
−Removed: The Revolving Credit Facility has been subsequently amended, most recently on September 25, 2024 .
−Removed: As amended, the Revolving Credit Facility provides for a total commitment of $ 15 million and bears interest at an annual rate of adjusted term SOFR, subject to a 1.0 % floor, plus 5.50 %.
−Removed: 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 %.
−Removed: The Revolving Credit Facility includes certain financial operating covenants, including a minimum liquidity requirement of $ 7.5 million.
−Removed: We are not aware of any instances of noncompliance with the key financial covenants as of January 3, 2025.
−Removed: The Revolving Credit Facility was terminated on March 13, 2025 upon execution of the ACF Credit Agreement (as defined below).
−Removed: During the fiscal year ended January 3, 2025, we repaid $ 30 million of the amount outstanding under the Revolving Credit Facility and paid $ 2 million in cash interest.
+Added: Total debt, net
+Added: Current portion of long-term debt, net
+Added: Long-term debt, less current portion, net
Credit Agreement
−Removed: On May 20, 2024, we, as guarantor, and our 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”), which was subsequently amended on September 25, 2024, January 30, 2025 and March 12, 2025 to, among other things, permit the Company’s concurrent amendment to the Revolving Credit Facility and waive the specified noncompliance of the Material Project Documents covenant regarding entering into non-bonded contracts.
+Added: 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
+Added: lenders, entered into a revolving credit facility (the “Credit Agreement”), which was most recently amended on March 9, 2026 to, among other things, waive the specified noncompliance of the Material Project Documents covenant regarding entering into non-bonded contracts.
As amended, the Credit Agreement provides borrowing capacity up to $ 60 million.
2 unchanged sentences
Payment-in-kind interest accrued and capitalized shall not constitute loan outstanding amounts for the purposes of calculating loan availability.
−Removed: During the fiscal year ended January 3, 2025, the Company paid $ 0.3 million in cash interest and accrued $ 2 million in non-cash payment-in-kind interest.
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.
−Removed: Obligations of the Borrowers under the Credit Agreement are guaranteed by us and secured by a lien on substantially all of our and the Borrowers' assets.
+Added: 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.
−Removed: In addition, the Credit Agreement contains a maximum leverage ratio covenant as tested quarterly commencing with the close of the first quarter of 2026 .
+Added: In addition, the Credit Agreement contains a maximum leverage ratio covenant as tested quarterly commencing with the close of the second quarter of 2027.
The Credit Agreement also contains representations and warranties and event of default provisions customary for a transaction of this type.
−Removed: Subsequent to January 3, 2025, the Company was not in compliance with a non-financial covenant regarding entering into material non-bonded contracts as set forth in the Credit Agreement.
−Removed: As of January 3, 2025 and following the March 12, 2025 amendment, we are not aware of any instances of noncompliance with non-financial or financial covenants.
−Removed: As of January 3, 2025, $ 9 million was outstanding under the Credit Agreement.
−Removed: 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.
−Removed: 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 stockholder approval on June 26, 2024.
−Removed: Of the total common shares issued, 1,036,949 were held in escrow which resulted in an AECOM voting interest of 19.6 % as of January 3, 2025.
−Removed: The Company recognized a loss of $ 1 million in other expense, net within the consolidated statements of operations as a result of the share issuance which
−Removed: 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.
+Added: The Company is not aware of any instances of noncompliance with non-financial or financial covenants as of January 2, 2026.
ACF Credit Agreement
−Removed: On March 12, 2025, we entered into a Credit Agreement (“ACF Credit Agreement”) with ACF FINCO I LP, which provides a total commitment of $ 15 million and bears interest at an annual rate of adjusted term SOFR, subject to a 2.0 % floor, plus 4.50 %.
+Added: On March 12, 2025, we entered into a credit agreement (“ACF Credit Agreement”) with ACF FINCO I LP, which provides a total commitment of $ 15 million and bears interest at an annual rate of adjusted term SOFR (as defined in the ACF Credit Agreement), subject to a 2.0 % floor, plus 4.50 %.
Further, the ACF Credit Agreement is subject to an annual unused line fee of 0.50 %.
1 unchanged sentence
The ACF Credit Agreement matures on the earlier of March 12, 2028 or 90 days prior to the maturity date of the Credit Agreement.
+Added: As of January 2, 2026, we are not aware of any instances of noncompliance with non-financial or financial covenants.
+Added: Ansley Loan Agreement
+Added: On March 31, 2025, we entered into a loan and security agreement (the “Ansley Loan Agreement”) with Ansley Park Capital LLC which provides for a borrowing capacity of $ 15.0 million as evidenced by two promissory notes (each, a “Promissory Note,” and together, the “Promissory Notes”).
+Added: Each Promissory Note has a maturity date of April 1, 2031 , and accrues interest at a rate of 12.50 % per annum.
+Added: Pursuant to the terms of the Ansley Loan Agreement, we granted a security interest in (a) certain items of equipment described therein, (b) all leases, rental contracts, chattel paper, accounts, security deposits and general intangibles relating thereto and (c) and any and all proceeds thereof as collateral for the payments under the Ansley Loan Agreement.
+Added: The Ansley Loan Agreement contains customary affirmative and negative covenants for a transaction of this type.
+Added: In connection with the Ansley Loan Agreement, we entered into a separate guaranty agreement (each, a “Guaranty Agreement,” and together, the “Guaranty Agreements”) in favor of the Ansley Park Capital LLC unconditionally guaranteeing our liabilities and the liabilities of one of our wholly-owned subsidiaries under the
+Added: Ansley Loan Agreement.
+Added: As of January 2, 2026, we are not aware of any instances of noncompliance with non-financial or financial covenants.
+Added: Revolving Credit Facility
+Added: 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.
+Added: The Revolving Credit Facility was terminated on March 12, 2025 upon execution of the ACF Credit Agreement.
+Added: During the fiscal year ended January 2, 2026, the Company paid $ 2 million in cash interest, and accrued $ 3 million in non-cash payment-in-kind interest as of January 2, 2026.
The components of the provision for income taxes are as follows:
Fiscal Year Ended
−Removed: January 3, 2025
−Removed: December 29, 2023
(In thousands)
8 unchanged sentences
January 2, 2026
−Removed: December 29, 2023
(In thousands)
+Added: Federal taxes at statutory rate
+Added: State and local taxes, net of federal effect
+Added: Nontaxble or nondeductible items:
+Added: IRC Section 162(m) limitation
+Added: Incentive stock option (ISO) expense
+Added: Share-based compensation shortfall
+Added: Contingent consideration adjustment
+Added: Other (meals, penalties, etc.)
+Added: Change in valuation allowance
+Added: Reported provision for income taxes
+Added: Effective tax rate
+Added: Fiscal Year Ended
+Added: January 3, 2025
+Added: (In thousands)
Expected income tax benefit at federal statutory rate
6 unchanged sentences
Effective tax rate
+Added: The Company’s effective tax rate for the fiscal year ended January 2, 2026 differed from the U.S.
+Added: federal statutory rate of 21 % primarily due to state and local income taxes and changes in the valuation allowance.
+Added: State and local taxes reflect taxes in jurisdictions in which the Company operates, net of the related federal benefit, and are primarily attributable to operations in California.
+Added: Nondeductible items include the impact of the limitation on executive compensation under IRC Section 162(m), incentive stock option expense for which no tax deduction is recognized unless a disqualifying disposition occurs, share-based compensation shortfalls, and nondeductible contingent consideration adjustments.
+Added: The Company evaluates the realizability of its deferred tax assets on a quarterly basis.
+Added: Based on cumulative pre-tax losses and other objective negative evidence, the Company concluded that it is more likely than not that its deferred tax assets will not be realized and therefore maintains a full valuation allowance.
+Added: The decrease in the valuation allowance was primarily the result of the changes in deferred tax assets provided in the table below.
+Added: Current-year deferred taxes were fully offset by the corresponding change in the valuation allowance.
Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
The components of deferred tax liabilities and assets are as follows:
−Removed: January 3, 2025
−Removed: December 29, 2023
(In thousands)
17 unchanged sentences
Net deferred tax assets
−Removed: As of January 3, 2025 and December 29, 2023, gross deferred tax assets were $ 178 million and $ 141 million, respectively.
−Removed: The Company has recorded a valuation allowance of $ 170 million and $ 124 million as of January 3, 2025 and December 29, 2023, respectively.
+Added: As of January 2, 2026 and January 3, 2025, gross deferred tax assets were $ 171 million and $ 178 million, respectively.
+Added: The Company has recorded a valuation allowance of $ 164 million and $ 170 million as of January 2, 2026 and January 3, 2025, respectively.
The Company has performed an assessment of positive and negative evidence, including the nature, frequency, and severity of cumulative financial reporting losses in recent years, the future reversal of existing temporary differences, predictability of future taxable income exclusive of reversing temporary differences of the character necessary to realize the asset, relevant carryforward periods, taxable income in carry-back years if carry-back is permitted under tax law, and prudent and feasible tax planning strategies that would be implemented, if necessary, to protect against the loss of the deferred tax asset that would otherwise expire.
−Removed: The $ 46 million increase in the valuation allowance is attributed to the full valuation allowance being recorded on all increases in deferred tax assets in the current period.
+Added: The change in the valuation allowance of $ 6 million was primarily driven by the generation of federal and state net operating losses.
The Company recognizes interest and penalties related to tax matters as a component of selling, general and administrative expenses in the accompanying consolidated statements of operations.
10 unchanged sentences
In connection with the separation, the Company entered into a tax matters agreement.
−Removed: Under the tax matters agreement, AECOM is generally responsible for all taxes associated with consolidated federal and state filings imposed on AECOM and
−Removed: its subsidiaries (including Shimmick) with respect to taxable periods ended on or prior to January 1, 2021.
+Added: Under the tax matters agreement, AECOM is generally responsible for all taxes associated with consolidated federal and state filings imposed on AECOM and its subsidiaries (including Shimmick) with respect to taxable periods ended on or prior to January 1, 2021.
Also, pursuant to this agreement, AECOM is generally responsible for all taxes associated with separately filed state and local tax filings imposed on Shimmick and its subsidiaries with respect to taxable periods ended on or prior to January 1, 2021.
Under these circumstances, Shimmick is only liable for tax periods filed on a standalone basis following the acquisition date.
+Added: On July 4, 2025, the President signed into law the One Big Beautiful Bill Act ("OBBBA"), which includes various modifications to federal tax law.
+Added: Among its provisions, the legislation retroactively reinstates 100 % bonus depreciation for qualified property placed in service on or after January 20, 2025.
+Added: The Company evaluated the impact of the legislation and determined that, while the bonus depreciation provision may affect the timing of future taxable income and deferred taxes, the impact is fully offset by the Company’s valuation allowance and therefore does not affect income tax expense.
Stock-Based Compensation
3 unchanged sentences
On November 13, 2023, the Company’s Board approved the Shimmick Corporation 2023 Equity Incentive Plan (the “2023 Omnibus Incentive Plan”).
−Removed: The maximum aggregate number of shares of Common Stock available is 3,729,149 under the 2023 Omnibus Incentive Plan (equal to ten percent (10%) of the Company’s Common Stock outstanding immediately following the completion of the Company’s IPO on November 16, 2023 plus (ii) the reserved and authorized shares for awards under the Company’s 2021 Stock Plan that were not granted as of November 13, 2023).
+Added: The maximum aggregate number of shares of Common Stock available was 3,729,149 under the 2023 Omnibus Incentive Plan (equal to ten percent (10%) of the Company’s Common Stock outstanding immediately following the completion of the Company’s IPO on November 16, 2023 plus (ii) the reserved and authorized shares for awards under the Company’s 2021 Stock Plan that were not granted as of November 13, 2023).
The maximum aggregate number of shares of Common Stock that may be issued under the 2023 Omnibus Incentive Plan automatically increases 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.
−Removed: Total compensation expense related to stock-based grants was $ 6 million and $ 2 million for the fiscal years ended January 3, 2025 and December 29, 2023, respectively.
−Removed: Unrecognized compensation expense related to stock-based grants to employees of Shimmick outstanding as of January 3, 2025 and December 29, 2023 was $ 6 million and $ 3 million, respectively, to be recognized on a straight-line basis over the awards’ weighted average remaining vesting period of 0.9 years and 1.3 years, respectively.
−Removed: For the fiscal year ended January 3, 2025, stock option activity was as follows:
+Added: Total compensation expense related to stock-based grants was $ 5 million and $ 6 million for the fiscal years ended January 2, 2026 and January 3, 2025, respectively.
+Added: Unrecognized compensation expense related to stock-based grants to employees of Shimmick outstanding as of January 2, 2026 and January 3, 2025 was $ 2 million and $ 6 million, respectively, to be recognized on a straight-line basis over the awards’ weighted average remaining vesting period of 0.8 years and 0.9 years, as of January 2, 2026 and January 3, 2025, respectively.
+Added: For the fiscal years ended January 2, 2026 and January 3, 2025, stock option activity was as follows:
Stock Options
3 unchanged sentences
Weighted average years of remaining contractual term
+Added: Outstanding as of January 3, 2025
+Added: Forfeited & expired
+Added: Outstanding as of January 2, 2026
+Added: Exercisable as of January 2, 2026
+Added: Stock Options
+Added: Number of shares
+Added: Weighted average exercise price per share
+Added: Weighted average grant date fair value
+Added: Weighted average years of remaining contractual term
Outstanding as of December 29, 2023
2 unchanged sentences
Exercisable as of January 3, 2025
−Removed: The following table summarizes the activities for unvested Shimmick restricted stock units for the fiscal year ended January 3, 2025:
+Added: The following table summarizes the activities for unvested Shimmick restricted stock units for the fiscal years ended January 2, 2026 and January 3, 2025:
Restricted Stock Units
1 unchanged sentence
Weighted average grant date fair value
+Added: Unvested as of January 3, 2025
+Added: Unvested as of January 2, 2026
+Added: Restricted Stock Units
+Added: Number of shares
+Added: Weighted average grant date fair value
Unvested as of December 29, 2023
5 unchanged sentences
Diluted earnings per share includes the dilutive effect of employee and director stock options.
−Removed: 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.
−Removed: All 3.3 million and 4.1 million employee stock options as of January 3, 2025 and December 29, 2023, respectively, and 3.0 million and 0.6 million restricted stock units as of January 3, 2025 and December 29, 2023, respectively, were excluded from the calculation of diluted earnings per share as they are antidilutive to the EPS calculation.
+Added: Stock options are considered dilutive whenever the exercise price is less than the average market price of the stock during the period
+Added: and antidilutive whenever the exercise price exceeds the average market price of the common stock during the period.
+Added: All 2.1 million and 3.3 million employee stock options as of January 2, 2026 and January 3, 2025, respectively, and 1.5 million and 2.6 million restricted stock units as of January 2, 2026 and January 3, 2025, respectively, were excluded from the calculation of diluted earnings per share as they are antidilutive to the EPS calculation.
The computation of basic and diluted EPS is as follows:
Fiscal Year Ended
−Removed: (In thousands, except per share data)
+Added: (In thousands, except share and per share data)
Net loss attributable to Shimmick Corporation
9 unchanged sentences
(In thousands)
−Removed: January 3, 2025
−Removed: December 29, 2023
Operating lease cost
47 unchanged sentences
The Company sponsors a defined contribution profit sharing plan covering substantially all non-union persons employed by the Company, whereby employees may contribute a percentage of compensation, limited to maximum allowed amounts under the Internal Revenue Code.
−Removed: The Company made matching contributions of $ 2 million for each of the fiscal years ended January 3, 2025 and December 29, 2023.
+Added: The Company made matching contributions of $ 1 million and $ 2 million for the fiscal years ended January 2, 2026 and January 3, 2025, respectively.
Multiemployer Pension Plans
2 unchanged sentences
Under the Employee Retirement Income Security Act, a contributor to a multiemployer plan is liable, upon termination or withdrawal from a plan, for its proportionate share of a plan’s unfunded vested liability.
−Removed: The Company’s aggregate contributions to these multiemployer plans were $ 11 million and $ 15 million for the fiscal years ended January 3, 2025 and December 29, 2023, respectively.
−Removed: Our participation in significant plans for the fiscal years ended January 3, 2025 and December 29, 2023 is outlined in the table below.
+Added: The Company’s aggregate contributions to these multiemployer plans were $ 10 million and $ 11 million for the fiscal years ended January 2, 2026 and January 3, 2025, respectively.
+Added: Our participation in significant plans for the fiscal years ended January 2, 2026 and January 3, 2025 is outlined in the table below.
The “EIN/Pension Plan Number” column provides the Employer Identification Number (“EIN”) and the three digit plan number.
9 unchanged sentences
January 2, 2026
−Removed: December 29, 2023
+Added: January 3, 2025
FIP/RP Status Pending or Implemented
January 2, 2026
−Removed: December 29, 2023
+Added: January 3, 2025
Surcharge Imposed
−Removed: Pension Trust Fund for the Operating Engineers
−Removed: Tri-State Carpenters & Joiners Pension Trust Fund
Carpenters Pension Trust Fund for Northern CA
−Removed: Laborers Pension Trust Fund for Northern CA
−Removed: California Ironworkers Field Pension Fund
+Added: Pension Trust Fund for the Operating Engineers
+Added: Construction Laborers Pension Trust for Southern California
Operating Engineers Trust Fund
+Added: Tri-State Carpenters & Joiners Pension Trust Fund
Ironworkers District Council of TN Valley & Vicinity Welfare Pension and Annuity Plans
1 unchanged sentence
Described below (1)
+Added: California Ironworkers Field Pension Fund
+Added: Southwest Carpenters Pension Fund
+Added: Laborers Pension Trust Fund for Northern CA
Central Pension Fund of the IUOE & Participating Employers
Described below (1)
−Removed: Described below (1)
−Removed: Construction Laborers Pension Trust for Southern California
−Removed: Southwest Carpenters Pension Fund
−Removed: San Diego County Construction Laborers Pension Trust Fund
San Diego Electrical Pension Plan
Southern California IBEW-NECA Pension Trust Fund
−Removed: San Diego County Cement Masons Pension Plan
−Removed: IBEW Local 595 Pension Plan
+Added: San Diego County Construction Laborers Pension Trust Fund
+Added: Plasterers & Cement Masons Local 148 Defined Contribution Pension Fund
+Added: Described below (1)
+Added: Tennessee/North Carolina Carpenters and Millwrights Pension Fund
+Added: Described below (1)
Contributions to other multiemployer plans
12 unchanged sentences
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.
−Removed: The Company recognizes a liability for contingencies that are probable of occurrence and reasonably estimable.
+Added: The Company recognizes a liability for contingencies that are probable of
+Added: occurrence and reasonably estimable.
To date, no such matters are material to the consolidated statements of operations.
1 unchanged sentence
These contracts define the conditions under which customers may make claims against the Company for liquidated damages.
−Removed: Based upon the evaluation of performance and other commercial and legal analysis, management has recognized relevant probable liquidated damages as of January 3, 2025 and December 29, 2023, and believes that the ultimate resolution of such matters will not materially affect the Company's consolidated financial position, results of operations, or cash flows.
−Removed: The Company has recorded contingent consideration as of January 3, 2025 and December 29, 2023 at its estimated fair value.
+Added: Based upon the evaluation of performance and other commercial and legal analysis, management has recognized relevant probable liquidated damages as of January 2, 2026 and January 3, 2025, and believes that the ultimate resolution of such matters will not materially affect the Company's consolidated financial position, results of operations, or cash flows.
+Added: In May 2025, a labor management committee affiliated with the Pipefitters Union filed a lawsuit against Shimmick and 20 other defendants, including sureties, alleging violations of the California False Claims Act and related claims.
+Added: The lawsuit involves 27 projects across 23 public agencies in California, none of which are parties to the case.
+Added: The Pipefitters Union alleges $ 4.7 billion in damages, which is based on the cumulative contract values for each project, plus treble damages under the California False Claims Act.
+Added: The Union alleges Shimmick improperly assigned work to the Laborers Union instead of the Pipefitters Union and violated apprenticeship rules by failing to meet the required apprentice-to-journeyperson work ratio.
+Added: Shimmick denies all claims, and asserts exceptions and disclosures occurred such that the claims have no merit.
+Added: Shimmick also disputes the legal theory underlying the case and views the use of the False Claims Act as a misapplication of the statute.
+Added: The process of discovery and evaluation is in its early stages and it is too early to assess if any loss is probable.
+Added: The Company has recorded contingent consideration as of January 2, 2026 and January 3, 2025 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.
5 unchanged sentences
In the ordinary course of business and under certain contracts, the Company is required to post standby letters of credit for its insurance carriers.
−Removed: The Company did not have any letters of credit outstanding as of January 3, 2025 or December 29, 2023.
+Added: The Company did no t have any letters of credit outstanding as of January 2, 2026 or January 3, 2025.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.