SHIM Shimmick Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2024

Shimmick Corporation

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-41867	84-3749368
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
530 Technology Drive Suite 300 Irvine, CA		92618
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (833) 723-2021

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		SHIM		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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Item 2.02 Results of Operations and Financial Condition.

On November 12, 2024, the Company issued a press release announcing financial results for the third quarter ended September 27, 2024. A copy of this press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The information in this Item 2.02 and Exhibit 99.1 attached hereto is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

 

Exhibit Number		Description
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		Shimmick Corporation
Date: November 12, 2024		By:	/s/ Amanda Mobley
			Amanda Mobley
			Interim Chief Financial Officer

 

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Exhibit 99.1

Shimmick Corporation Announces Third Quarter 2024 Results

 

Irvine, CA, November 12, 2024 – Shimmick Corp. (NASDAQ: SHIM), a leading water infrastructure company, today announced financial results for the third quarter ended September 27, 2024.

 

Third Quarter 2024 and Recent Highlights

 

Golden Gate Bridge Project Settlement:

 

 

Transformation Plan Update

 

The Company continues to advance its strategic transformation toward a more capital-efficient business model with optimized operating costs. In addition to the GGB Project Settlement, key progress includes:

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Additional transformation initiatives are progressing as planned. The Company plans to provide further updates in future communications.

 

“We believe the GGB Project settlement is a major step forward in our progress to a more capital light focused business focused on capturing the growth opportunity in the California water and critical infrastructure market,” said Steve Richards, Chief Executive Officer of Shimmick.

 

"We don’t expect the election to have a material impact as infrastructure typically has bipartisan support and the recently passed $10 billion water-focused California Proposition 4 should provide additional market support," Mr. Richards continued.

 

Financial Results

 

A summary of our results is included in the table below:

 

	Three Months Ended								Nine Months Ended
(In millions, except per share data)	September 27, 2024				September 29, 2023				September 27, 2024				September 29, 2023
Revenue	$	166			$	175			$	377			$	495
Gross margin		12			$	17				(35	)			23
Net (loss) income attributable to Shimmick Corporation		(2	)			35				(86	)			15
Adjusted net income (loss)		24				37				(50	)			25
Adjusted EBITDA		30				42				(34	)			39
Diluted (loss) income per common share attributable to Shimmick Corporation	$	(0.05	)		$	1.58			$	(2.96	)		$	0.68
Adjusted diluted income (loss) per common share attributable to Shimmick Corporation	$	0.72			$	1.67			$	(1.72	)		$	1.12

 

The following table presents revenue and gross margin data for the three and nine months ended September 27, 2024 compared to the three and nine months ended September 29, 2023:

 

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	Three Months Ended								Nine Months Ended
(In millions, except percentage data)	September 27, 2024				September 29, 2023				September 27, 2024				September 29, 2023
Shimmick Projects(1)
Revenue	$	101			$	110			$	275			$	301
Gross Margin		6				15				10				29
Gross Margin (%)		6	%			14	%			4	%			9	%
Foundations Projects(2)
Revenue	$	11			$	12			$	26			$	41
Gross Margin		(2	)			(1	)			(8	)			(7	)
Gross Margin (%)		(18	)%			(12	)%			(32	)%			(17	)%
Legacy Projects(3)
Revenue	$	54			$	54			$	75			$	153
Gross Margin		8				3				(37	)			1
Gross Margin (%)		15	%			6	%			(49	)%			1	%
Consolidated Total
Revenue	$	166			$	175			$	377			$	495
Gross Margin		12				17				(35	)			23
Gross Margin (%)		7	%			10	%			(9	)%			5	%

 

(1) Shimmick Projects are those projects started after the AECOM Sale Transactions that have focused on water infrastructure and other critical infrastructure.

(2) The Company entered into an agreement to sell the assets of non-core foundation projects in the second quarter of 2024 and is winding down any remaining work during the year. As the revenue will decline during the remainder of the 2024 fiscal year, the Company is reporting revenue and gross margin related to the projects separately for the periods presented ("Foundations Projects").

(3) Legacy Projects are those projects assumed as part of the AECOM Sale Transactions, that were started under AECOM ownership.

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Shimmick Projects

 

Projects started after the AECOM Sale Transactions ("Shimmick Projects") have focused on water infrastructure and other critical infrastructure. Revenue recognized on Shimmick Projects was $101 million and $110 million for the three months ended September 27, 2024 and September 29, 2023, respectively. The $9 million decrease in revenue was primarily the result of a $28 million decrease from lower activity on existing jobs and jobs winding down partially offset by $19 million of revenue from a new water infrastructure job.

 

Gross margin recognized on Shimmick Projects was $6 million and $15 million for the three months ended September 27, 2024 and September 29, 2023, respectively. The decline in the gross margin was primarily the result of a $12 million decrease in gross margin on existing jobs that are winding down and completing partially offset by a $3 million increase in margin from a new water infrastructure job.

 

Foundations Projects

 

The Company entered into an agreement to sell the assets of our non-core Foundations Projects in the second quarter of 2024 and will be winding down any remaining work during the remainder of the 2024 fiscal year. As a result, revenue from Foundations Projects will decline during the remainder of the 2024 fiscal year. Revenue recognized on Foundations Projects was $11 million and $12 million for the three months ended September 27, 2024 and September 29, 2023, respectively. The decline in revenue was the result of timing of jobs winding down.

 

Gross margin recognized on Foundations Projects was $(2) million and $(1) million for the three months ended September 27, 2024 and September 29, 2023, respectively. The decline in gross margin was the result of cost overruns and jobs winding down.

 

Legacy Projects

 

As part of the AECOM Sale Transactions, we assumed the Legacy Projects and backlog that were started under AECOM. Legacy Projects revenue was flat at $54 million for each of the three months ended September 27, 2024 and September 29, 2023. Included in the quarter is a $31 million adjustment to revenue to reflect the GGB Project settlement amount. Without the adjustment, Legacy Project revenue would have declined by $31 million reflecting the continued wind down of the Legacy Projects.

 

Gross margin was $8 million and $3 million for the three months ended September 27, 2024 and September 29, 2023, respectively. The increase in gross margin was primarily as a result of the GGB Project settlement which was partially offset by continued impacts of Legacy Projects winding down, as well as additional legal fees to pursue contract modifications and recoveries and additional cost overruns on other Legacy Loss Projects (as defined below).

 

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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. In the Legacy Loss Projects, we have recognized the estimated costs to complete and the loss expected from these projects. If the estimates of costs to complete fixed-price contracts indicate a further loss, the entire amount of the additional loss expected over the life of the project is recognized as a period cost in the cost of revenue. As these 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. Revenue recognized on these Legacy Loss Projects was $49 million and $27 million for the three months ended September 27, 2024 and September 29, 2023, respectively. The increase was primarily as a result of the GGB Project settlement discussed above, partially offset by continued impacts of other Legacy Loss Projects winding down. Gross margin recognized on these Legacy Loss Projects was $10 million and $(1) million for the three months ended September 27, 2024 and September 29, 2023, respectively, the increase of which is primarily as a result of the GGB Project settlement.

Selling, general and administrative expenses

Selling, general and administrative expenses remained approximately flat period over period.

 

Equity in earnings of unconsolidated joint ventures

Equity in earnings of unconsolidated joint ventures was $1 million, compared to earnings of $3 million in the prior year period. The decrease was primarily driven by increased costs due to schedule extensions experienced during the nine months ended September 27, 2024.

 

Gain on sale of assets

Gain on sale of assets decreased by $13 million primarily due to the gain recognized on the sale of non-core business contracts for $30 million during the three months ended September 29, 2023 that did not reoccur during the nine months ended September 27, 2024, partially offset by the $17 million gain recognized on the transaction for the sale-leaseback of our equipment yard in Tracy, California during the three months ended September 27, 2024.

ERP pre-implementation asset impairment and associated costs

ERP pre-implementation asset impairment and associated costs increased by $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 one-time charge of $16 million recorded in the three months ended September 27, 2024.

 

Interest expense

Interest expense increased by $2 million primarily due to interest charges on the Credit Facility which was not entered into until May 20, 2024.

 

Other expense, net

 

Other expense, net remained approximately flat period over period.

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Income tax expense

 

Income tax expense was flat period over period. Due to an expected tax loss for fiscal year ending 2024, no taxable income or tax expense is anticipated for 2024, and no taxable income was recorded for the prior year three months ended September 29, 2023.

 

Net (loss) income

 

Net (loss) income decreased by $36 million to a net loss of $2 million for the three months ended September 27, 2024, primarily due to an increase in ERP pre-implementation asset impairment and associated costs of $16 million, a decrease in gain on the sale of assets of $13 million, decrease in gross margin of $5 million, increase of interest expense of $2 million and decrease in equity in earnings of unconsolidated joint ventures of $2 million all as described above.

 

Diluted loss per common share was $(0.05) for the three months ended September 27, 2024, compared to diluted income per common share of $1.58 for the same period in 2023.

 

Adjusted net income was $24 million for the three months ended September 27, 2024, compared to an adjusted net income of $37 million for the same period in 2023.

Adjusted diluted income per common share was $0.72 for the three months ended September 27, 2024, compared to $1.67 for the same period in 2023.

Adjusted EBITDA was $30 million for the three months ended September 27, 2024, compared to $42 million for the same period in 2023.

 

Fiscal Year 2024 Guidance

 

For the full 2024 fiscal year, we now expect:

 

 

Conference Call and Webcast Information

Shimmick will host an investor conference call Tuesday, November 12, at 8:30 am EST. Interested parties are invited to listen to the conference call which can be accessed live over the phone by dialing (877)-869-3847, or for international callers, (201)-689-8261. A replay will be available two hours after the call and can be accessed by dialing (877)-660-6853, or for international callers, (201)-612-7415. The passcode for

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the live call and the replay is 13749091. The replay will be available until 11:59 p.m. (ET) December 3, 2024. Interested investors and other parties may also listen to a simultaneous webcast of the conference call by visiting the Investors section of the Company’s website at www.shimmick.com. The online replay will be available for a limited time beginning immediately following the call.

About Shimmick Corporation

Shimmick Corporation ("Shimmick", the "Company") (NASDAQ: SHIM) is a leading provider of water and critical infrastructure solutions throughout California and nationwide. Shimmick has a long history of working on all types of complex projects, ranging from the world’s largest wastewater recycling and purification system in California to the iconic Hoover Dam. According to Engineering News Record, in 2024, Shimmick was nationally ranked as a top ten builder of water supply (#8), dams and reservoirs (#6), and water treatment and desalination plants (#7). Shimmick consistently achieves project excellence through its experienced and dedicated workforce and a continued commitment towards delivering on our client’s goals.

 

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are often characterized by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Forward-looking statements are only predictions based on our current expectations and our projections about future events, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law. Forward-looking statements contained in this release include, but are not limited to, statements about: expected future financial performance (including the assumptions related thereto), including our revenue, net loss and EBITDA; our growth prospects; our expectations regarding profitability; ; our expectations regarding reducing overhead in future periods by enhancing our current enterprise resource planning system to; our strategic transformation towards becoming more capital-efficient business; our plans to use the proceeds from the GGB settlement; our expectations regarding substantially completing our onsite portions of the GGB project; our continued successful adjustment to being a public company following our initial public offering; our expectations regarding successful partnerships with our new investors; our capital plans and expectations related thereto, and our statements regarding our CEO transition. These statements involve risks and uncertainties, and actual results may differ materially from any future results expressed or implied by the forward-looking statements. Forward-looking statements are only predictions based on our current expectations and our projections about future events, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law.

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We wish to caution readers that, although we believe any forward-looking statements are based on reasonable assumptions, certain important factors may have affected and could in the future affect our actual financial results and could cause our actual financial results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on our behalf, including, but not limited to, the following: our ability to accurately estimate risks, requirements or costs when we bid on or negotiate a contract; the impact of our fixed-price contracts; qualifying as an eligible bidder for contracts; the availability of qualified personnel, joint venture partners and subcontractors; inability to attract and retain qualified managers and skilled employees and the impact of loss of key management; higher costs to lease, acquire and maintain equipment necessary for our operations or a decline in the market value of owned equipment; subcontractors failing to satisfy their obligations to us or other parties or any inability to maintain subcontractor relationships; marketplace competition; our limited operating history as an independent company following our separation from AECOM; our inability to obtain bonding; our relationship and transactions with our prior owner, AECOM, and requirements to make future payments to AECOM; AECOM defaulting on its contractual obligations to us or under agreements in which we are beneficiary; our limited number of customers; dependence on subcontractors and suppliers of materials; any inability to secure sufficient aggregates; an inability to complete a merger or acquisition or to integrate an acquired company’s business; adjustments in our contact backlog; accounting for our revenue and costs involves significant estimates, as does our use of the input method of revenue recognition based on costs incurred relative to total expected costs; any failure to comply with covenants under any current indebtedness, and future indebtedness we may incur; the adequacy of sources of liquidity; cybersecurity attacks against, disruptions, failures or security breaches of, our information technology systems; seasonality of our business; pandemics and health emergencies; commodity products price fluctuations and inflation and/or elevated interest rates; liabilities under environmental laws, compliance with immigration laws, and other regulatory matters, including changes in regulations and laws; climate change; deterioration of the U.S. economy; uncertain political conditions (including as a result of the 2024 elections) and geopolitical risks, including those related to the war between Russia and Ukraine and the conflict in the Gaza Strip and the conflict in the Red Sea Region; our ability to timely file reports with the Securities and Exchange Commission; and other risks detailed in our filings with the Securities and Exchange Commission, including the “Risk Factors” section in our Annual Report on Form 10-K for the fiscal year ended December 29, 2023 and those described from time to time in our future reports with the SEC.

Non-GAAP Definitions This press release includes unaudited non-GAAP financial measures, adjusted EBITDA and adjusted net loss and adjusted diluted loss per common share. For definitions of these non-GAAP financial measures and reconciliations to the most comparable GAAP measures, see "Explanatory Notes" and tables that follow in this press release. The presentation of non-GAAP financial measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with GAAP.

 

Please refer to the Reconciliation between Net loss Attributable to Shimmick Corporation and Adjusted net loss and Adjusted diluted loss per common share included within Table A and the Reconciliation between Net Loss Attributable to Shimmick Corporation and Adjusted EBITDA included within Table B below.

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We do not provide forward-looking guidance for certain financial measures on a U.S. GAAP basis because we are unable to predict certain items contained in the U.S. GAAP measures without unreasonable efforts. These items may include legal fees and other costs for a legacy loss project, acquisition-related costs, litigation charges or settlements, and certain other unusual adjustments.

 

Investor Relations Contact

1-949-704-2350

IR@shimmick.com

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Shimmick Corporation

Consolidated Balance Sheets

(In thousands, except share data)

(unaudited)

 

		September 27,				December 29,
		2024				2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	25,962			$	62,939
Restricted cash			611				971
Accounts receivable, net			53,516				54,178
Contract assets, current			127,518				125,943
Prepaids and other current assets			13,582				13,427
TOTAL CURRENT ASSETS			221,189				257,458
Property, plant and equipment, net			21,396				46,373
Intangible assets, net			7,312				9,244
Contract assets, non-current			49,159				48,316
Lease right-of-use assets			25,996				23,855
Investment in unconsolidated joint ventures			19,936				21,283
Deferred tax assets			-				17,252
Other assets			1,749				2,871
TOTAL ASSETS		$	346,737			$	426,652
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable		$	69,441			$	81,589
Contract liabilities, current			97,627				115,785
Accrued salaries, wages and benefits			29,400				26,911
Accrued expenses			62,782				33,897
Other current liabilities			18,926				13,071
TOTAL CURRENT LIABILITIES			278,176				271,253
Long-term debt, net			39,903				29,627
Lease liabilities, non-current			17,117				15,045
Contract liabilities, non-current			-				3,215
Contingent consideration			4,718				15,488
Deferred tax liabilities			-				17,252
Other liabilities			5,850				4,282
TOTAL LIABILITIES			345,764				356,162
Commitments and Contingencies
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value, 100,000,000 shares authorized as of September 27, 2024 and December 29, 2023; 33,738,739 and 25,493,877 shares issued and outstanding as of September 27, 2024 and December 29, 2023, respectively			338				255
Additional paid-in-capital			40,543				24,445
Retained (deficit) earnings			(39,749	)			46,537
Non-controlling interests			(159	)			(747	)
TOTAL STOCKHOLDERS' EQUITY			973				70,490
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	346,737			$	426,652

 

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Shimmick Corporation

Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)

 

		Three Months Ended								Nine Months Ended
		September 27,				September 29,				September 27,				September 29,
		2024				2023				2024				2023
Revenue		$	166,035			$	175,448			$	376,684			$	494,744
Cost of revenue			153,846				158,436				411,485				471,967
Gross margin			12,189				17,012				(34,801	)			22,777
Selling, general and administrative expenses			12,985				14,022				47,878				47,841
ERP pre-implementation asset impairment and associated costs			15,708				—				15,708				—
Total operating expenses			28,693				14,022				63,586				47,841
Equity in earnings (loss) of unconsolidated joint ventures			812				2,577				(779	)			9,570
Gain on sale of assets			16,896				30,069				20,585				31,749
Income (loss) from operations			1,204				35,636				(78,581	)			16,255
Interest expense			1,977				412				4,370				1,020
Other expense, net			791				393				3,335				48
Net (loss) income before income tax			(1,564	)			34,831				(86,286	)			15,187
Income tax expense			—				—				—				—
Net (loss) income			(1,564	)			34,831				(86,286	)			15,187
Net income attributable to non-controlling interests			—				264				—				257
Net (loss) income attributable to Shimmick Corporation		$	(1,564	)		$	34,567			$	(86,286	)		$	14,930
Net (loss) income attributable to Shimmick Corporation per common share
Basic		$	(0.05	)		$	1.58			$	(2.96	)		$	0.68
Diluted		$	(0.05	)		$	1.58			$	(2.96	)		$	0.68

 

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Shimmick Corporation

Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

 

		Nine Months Ended
		September 27,				September 29,
		2024				2023
Cash Flows From Operating Activities
Net (loss) income		$	(86,286	)		$	15,187
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Stock-based compensation			3,304				1,547
Depreciation and amortization			11,646				13,186
Equity in loss (earnings) of unconsolidated joint ventures			779				(9,570	)
Return on investment in unconsolidated joint ventures			610				14,220
ERP pre-implementation asset impairment			10,428				-
Gain on sale of assets			(20,585	)			(31,749	)
Other			1,892				111
Changes in operating assets and liabilities:
Accounts receivable, net			663				(12,012	)
Contract assets			(2,418	)			(10,134	)
Accounts payable			(12,149	)			24,221
Contract liabilities			(18,157	)			(41,797	)
Accrued salaries, wages and benefits			2,489				(2,073	)
Accrued expenses			34,165				(22,042	)
Other assets and liabilities			7,436				(3,871	)
Net cash used in operating activities			(66,183	)			(64,776	)
Cash Flows From Investing Activities
Purchases of property, plant and equipment			(9,963	)			(6,140	)
Proceeds from sale of assets			31,608				34,983
Unconsolidated joint venture equity contributions			(3,460	)			(19,670	)
Return of investment in unconsolidated joint ventures			204				3,980
Net cash provided by investing activities			18,389				13,153
Cash Flows From Financing Activities
Net borrowings on Credit Facility			42,000				—
Net (repayments of) borrowings on Revolving Credit Facility			(29,619	)			33,722
Other, net			(1,924	)			(1,028	)
Net cash provided by financing activities			10,457				32,694
Net decrease in cash, cash equivalents and restricted cash			(37,337	)			(18,929	)
Cash, cash equivalents and restricted cash, beginning of period			63,910				82,085
Cash, cash equivalents and restricted cash, end of period		$	26,573			$	63,156
Reconciliation of cash, cash equivalents and restricted cash to the
Condensed Consolidated Balance Sheets
Cash and cash equivalents		$	25,962			$	61,862
Restricted cash			611				1,294
Total cash, cash equivalents and restricted cash		$	26,573			$	63,156

 

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EXPLANATORY NOTES

Non-GAAP Financial Measures

 

Adjusted Net income and Adjusted Diluted Earnings Per Common Share

 

Adjusted net income represents Net (loss) income 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 other costs. We have also made an adjustment for transformation costs we have incurred including advisory costs as we settle outstanding claims, exit the Legacy Projects and transform the Company into a water-focused business.

 

We have included Adjusted net income in this press release because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operational plans. In particular, we believe that the exclusion of the income and expenses eliminated in calculating Adjusted net income can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted net income provides useful information to investors and others in understanding and evaluating our results of operations.

 

Our use of Adjusted net 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. Some of these limitations are:

 

Because of these and other limitations, you should consider Adjusted net income alongside Net (loss) income attributable to Shimmick Corporation, which is the most directly comparable GAAP measure.

 

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Table A

 

Reconciliation between Net (loss) income attributable to

Shimmick Corporation and Adjusted net income

(unaudited)

 

	Three Months Ended								Nine Months Ended
	September 27,				September 29,				September 27,				September 29,
(In thousands)	2024				2023				2024				2023
Net (loss) income attributable to Shimmick Corporation	$	(1,564	)		$	34,567			$	(86,286	)		$	14,930
Transformation costs (1)		1,924				-				4,532				-
Stock-based compensation		1,337				496				3,304				1,547
ERP pre-implementation asset impairment and associated costs(2)		15,708				-				15,708				-
Legal fees and other costs for Legacy Projects (3)		6,436				1,708				11,796				6,346
Other (4)		414				(109	)			860				1,808
Adjusted net income	$	24,255			$	36,662			$	(50,086	)		$	24,631
Adjusted net income attributable to Shimmick Corporation per common share
Basic	$	0.72			$	1.67			$	(1.72	)		$	1.12
Diluted	$	0.72			$	1.67			$	(1.72	)		$	1.12

 

(1) Consists of transformation-related costs we have incurred including advisory costs as we settle outstanding claims, exit the Legacy Projects and transform the Company into a water-focused business.

(2) Reflects a strategic decision to enhance the Company’s current ERP system rather than implementing a new platform which, due to prior investments and remaining contractual obligations, resulted in a one-time charge of approximately $16 million in the third quarter of fiscal 2024.

(3) Consists of legal fees and other costs incurred in connection with claims relating to Legacy Projects.

(4) Consists of transaction-related costs and changes in fair value of contingent consideration remaining after the impact of transactions with AECOM.

 

 

Adjusted EBITDA

 

Adjusted EBITDA represents our Net (loss) income attributable to Shimmick Corporation before interest expense, income tax expense 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 other costs. We have also made an adjustment for transformation costs we have incurred including advisory costs as we settle outstanding claims, exit the Legacy Projects and transform the Company into a water-focused business.

 

We have included Adjusted EBITDA in this press release because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operational plans. In particular, we believe that the exclusion of the income and expenses eliminated in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations.

 

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Our use of Adjusted EBITDA as an analytical tool has limitations, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are:

 

Because of these and other limitations, you should consider Adjusted EBITDA alongside Net (loss) income attributable to Shimmick Corporation, which is the most directly comparable GAAP measure.

 

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Table B

 

Reconciliation between Net (loss) income attributable to

Shimmick Corporation and Adjusted EBITDA

(unaudited)

 

	Three Months Ended								Nine Months Ended
	September 27,				September 29,				September 27,				September 29,
(In thousands)	2024				2023				2024				2023
Net (loss) income attributable to Shimmick Corporation	$	(1,564	)		$	34,567			$	(86,286	)		$	14,930
Depreciation and amortization		3,447				4,637				11,646				13,186
Interest expense		1,977				413				4,370				1,020
Income tax expense		-				-				-				-
Transformation costs (1)		1,924				-				4,532				-
Stock-based compensation		1,337				496				3,304				1,547
ERP pre-implementation asset impairment and associated costs(2)		15,708				-				15,708				-
Legal fees and other costs for Legacy Projects (3)		6,436				1,708				11,796				6,346
Other (4)		414				(109	)			860				1,808
Adjusted EBITDA	$	29,679			$	41,712			$	(34,070	)		$	38,837

 

(1) Consists of transformation-related costs we have incurred including advisory costs as we settle outstanding claims, exit the Legacy Projects and transform the Company into a water-focused business.

(2) Reflects a strategic decision to enhance the Company’s current ERP system rather than implementing a new platform which, due to prior investments and remaining contractual obligations, resulted in a one-time charge of approximately $16 million in the third quarter of fiscal 2024.

(3) Consists of legal fees and other costs incurred in connection with claims relating to Legacy Projects.

(4) Consists of transaction-related costs and changes in fair value of contingent consideration remaining after the impact of transactions with AECOM.

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v3.24.3

Document and Entity Information	Nov. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 12, 2024
Entity Registrant Name	Shimmick Corporation
Entity Central Index Key	0001887944
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity File Number	001-41867
Entity Tax Identification Number	84-3749368
Entity Address, Address Line One	530 Technology Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	833
Local Phone Number	723-2021
Entity Incorporation, State or Country Code	DE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SHIM
Security Exchange Name	NASDAQ

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