Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 29, 2023 | Dec. 15, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-30 | |
Entity Central Index Key | 0001887944 | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 29, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41867 | |
Entity Registrant Name | Shimmick Corporation | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3749368 | |
Entity Address, Address Line One | 530 Technology Drive | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92618 | |
City Area Code | 833 | |
Local Phone Number | 723-2021 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | SHIM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 25,493,877 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 29, 2023 | Dec. 30, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 61,862 | $ 77,762 |
Restricted cash | 1,294 | 4,323 |
Accounts receivable, net | 68,442 | 56,430 |
Contract assets, current | 123,388 | 80,901 |
Prepaids and other current assets | 15,704 | 14,060 |
TOTAL CURRENT ASSETS | 270,690 | 233,476 |
Property, plant and equipment, net | 50,114 | 55,208 |
Intangible assets, net | 9,888 | 12,044 |
Contract assets, non-current | 51,671 | 84,024 |
Lease right-of-use assets | 25,997 | 22,690 |
Investment in unconsolidated joint ventures | 27,002 | 17,363 |
Deferred tax assets | 18,851 | 18,851 |
Other assets | 2,921 | 3,143 |
TOTAL ASSETS | 457,134 | 446,799 |
CURRENT LIABILITIES | ||
Accounts payable | 92,063 | 67,541 |
Contract liabilities, current | 119,485 | 163,725 |
Accrued salaries, wages and benefits | 33,814 | 36,248 |
Accrued expenses | 38,715 | 60,758 |
Other current liabilities | 13,134 | 12,672 |
TOTAL CURRENT LIABILITIES | 297,211 | 340,944 |
Long-term debt, net | 33,407 | 0 |
Lease liabilities, non-current | 16,824 | 14,442 |
Contract liabilities, non-current | 2,887 | 1,846 |
Contingent consideration | 15,673 | 15,662 |
Deferred tax liabilities | 18,851 | 18,851 |
Other liabilities | 3,898 | 3,459 |
TOTAL LIABILITIES | 388,751 | 395,204 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY | ||
Common stock, $0.01 par value, 27,386,000 shares authorized as of September 29, 2023 and December 30, 2022; 21,918,877 and 21,908,800 shares issued and outstanding as of September 29, 2023 and December 30, 2022, respectively | 219 | 219 |
Additional paid-in-capital | 4,901 | 3,341 |
Retained earnings | 64,013 | 49,083 |
Non-controlling interests | (750) | (1,048) |
TOTAL STOCKHOLDERS' EQUITY | 68,383 | 51,595 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 457,134 | $ 446,799 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 29, 2023 | Dec. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 27,386,000 | 27,386,000 |
Common stock, shares issued | 21,918,877 | 21,908,800 |
Common stock, shares outstanding | 21,918,877 | 21,908,800 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2023 | Sep. 30, 2022 | Sep. 29, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 175,448 | $ 184,367 | $ 494,744 | $ 477,945 |
Cost of revenue | 158,436 | 171,222 | 471,967 | 459,428 |
Gross margin | 17,012 | 13,145 | 22,777 | 18,517 |
Selling, general and administrative expenses | 13,364 | 14,904 | 45,867 | 43,833 |
Amortization of intangibles | 658 | 658 | 1,974 | 1,974 |
Total operating expenses | 14,022 | 15,562 | 47,841 | 45,807 |
Equity in earnings of unconsolidated joint ventures | 2,577 | 19,604 | 9,570 | 58,380 |
Gain (loss) on sale of assets | 30,069 | 0 | 31,749 | 0 |
Income from operations | 35,636 | 17,187 | 16,255 | 31,090 |
Other expense (income), net | 805 | (677) | 1,068 | 8,863 |
Net income before income tax | 34,831 | 17,864 | 15,187 | 22,227 |
Income tax expense | 0 | 0 | 0 | 1,257 |
Net income | 34,831 | 17,864 | 15,187 | 20,970 |
Net income (loss) attributable to non-controlling interests | 264 | (102) | 257 | (706) |
Net income attributable to Shimmick Corporation | $ 34,567 | $ 17,966 | $ 14,930 | $ 21,676 |
Net income attributable to Shimmick Corporation per common share | ||||
Basic | $ 1.58 | $ 0.82 | $ 0.68 | $ 0.99 |
Diluted | $ 1.58 | $ 0.82 | $ 0.68 | $ 0.99 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Non-Controlling Interests [Member] |
Beginning balance, shares at Dec. 31, 2021 | 21,908,800 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 47,021 | $ 219 | $ 1,046 | $ 45,323 | $ 433 |
Net income (loss) | 20,970 | 0 | 0 | 21,676 | (706) |
Stock-based compensation | 1,776 | 0 | 1,776 | 0 | 0 |
Distributions to non-controlling interests | (628) | $ 0 | 0 | 0 | (628) |
Ending balance, shares at Sep. 30, 2022 | 21,908,800 | ||||
Ending balance, value at Sep. 30, 2022 | 69,139 | $ 219 | 2,822 | 66,999 | (901) |
Beginning balance, shares at Jul. 01, 2022 | 21,908,800 | ||||
Beginning balance, value at Jul. 01, 2022 | 51,017 | $ 219 | 1,937 | 49,033 | (172) |
Net income (loss) | 17,864 | 0 | 0 | 17,966 | (102) |
Stock-based compensation | 885 | 0 | 885 | 0 | 0 |
Distributions to non-controlling interests | (627) | $ 0 | 0 | 0 | (627) |
Ending balance, shares at Sep. 30, 2022 | 21,908,800 | ||||
Ending balance, value at Sep. 30, 2022 | 69,139 | $ 219 | 2,822 | 66,999 | (901) |
Beginning balance, shares at Dec. 30, 2022 | 21,908,800 | ||||
Beginning balance, value at Dec. 30, 2022 | 51,595 | $ 219 | 3,341 | 49,083 | (1,048) |
Net income (loss) | $ 15,187 | $ 0 | 0 | 14,930 | 257 |
Exercise of stock options, shares | 10,077 | 10,077 | |||
Exercise of stock options, value | $ 13 | $ 0 | 13 | 0 | 0 |
Stock-based compensation | 1,547 | 0 | 1,547 | 0 | 0 |
Contributions from non-controlling interests | 301 | 0 | 0 | 0 | 301 |
Distributions to non-controlling interests | (260) | $ 0 | 0 | 0 | (260) |
Ending balance, shares at Sep. 29, 2023 | 21,918,877 | ||||
Ending balance, value at Sep. 29, 2023 | 68,383 | $ 219 | 4,901 | 64,013 | (750) |
Beginning balance, shares at Jun. 30, 2023 | 21,908,800 | ||||
Beginning balance, value at Jun. 30, 2023 | 33,043 | $ 219 | 4,392 | 29,446 | (1,014) |
Net income (loss) | 34,831 | $ 0 | 0 | 34,567 | 264 |
Exercise of stock options, shares | 10,077 | ||||
Exercise of stock options, value | 13 | $ 0 | 13 | 0 | 0 |
Stock-based compensation | 496 | $ 0 | 496 | 0 | 0 |
Ending balance, shares at Sep. 29, 2023 | 21,918,877 | ||||
Ending balance, value at Sep. 29, 2023 | $ 68,383 | $ 219 | $ 4,901 | $ 64,013 | $ (750) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 29, 2023 | Sep. 30, 2022 | Sep. 29, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Cash Flows From Operating Activities | ||||||
Net income | $ 34,831 | $ 17,864 | $ 15,187 | $ 20,970 | $ 20,970 | |
Adjustments to reconcile net income to net cash used in operating activities: | ||||||
Stock-based compensation | 1,547 | 1,776 | ||||
Depreciation and amortization | 13,186 | 11,856 | ||||
Equity in earnings of unconsolidated joint ventures | (2,577) | (19,604) | (9,570) | (58,380) | ||
Return on investments in unconsolidated joint ventures | 14,220 | 54,595 | ||||
Gain on sale of assets | (31,749) | 0 | ||||
Other | 111 | 9,478 | ||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable, net | (12,012) | 26,630 | ||||
Due from unconsolidated joint ventures | 313 | 7,316 | ||||
Contract assets | (10,134) | (36,133) | ||||
Accounts payable | 24,221 | 2,883 | ||||
Contract liabilities | (41,797) | (78,105) | ||||
Accrued expenses | (22,042) | 19,273 | ||||
Accrued salaries, wages and benefits | (2,073) | 13,216 | ||||
Other assets and liabilities | (4,184) | (545) | ||||
Net cash used in operating activities | (64,776) | (5,170) | ||||
Cash Flows From Investing Activities | ||||||
Net working capital settlement in association with business combination | 0 | 32,000 | ||||
Purchases of property, plant and equipment | (6,140) | (8,188) | ||||
Proceeds from sale of assets | 34,983 | 4,162 | ||||
Unconsolidated joint venture equity contributions | (19,670) | (19,709) | ||||
Return of investments in unconsolidated joint ventures | 3,980 | 486 | ||||
Net cash provided by investing activities | 13,153 | 8,751 | ||||
Cash Flows From Financing Activities | ||||||
Payments on finance lease obligation | (228) | $ (227) | (227) | |||
Net borrowings on revolving credit facility | 33,722 | 0 | ||||
Contributions from noncontrolling interests | 301 | 0 | ||||
Distributions to non-controlling interests | (260) | (628) | ||||
Other | (841) | 0 | ||||
Net cash provided by (used in) financing activities | 32,694 | (855) | ||||
Net (decrease) increase in cash, cash equivalents and restricted cash | (18,929) | 2,726 | ||||
Cash, cash equivalents and restricted cash, beginning of period | 82,085 | 81,903 | ||||
Cash, cash equivalents and restricted cash, end of period | 63,156 | 84,629 | 63,156 | 84,629 | 84,629 | 84,629 |
Reconciliation of cash, cash equivalents and restricted cash to the Condensed Consolidated Balance Sheets | ||||||
Cash and cash equivalents | 61,862 | 80,558 | 61,862 | 80,558 | 80,558 | 80,558 |
Restricted cash | 1,294 | 4,070 | 1,294 | 4,070 | 4,070 | 4,070 |
Total cash, cash equivalents and restricted cash | $ 63,156 | $ 84,628 | $ 63,156 | $ 84,628 | $ 84,628 | $ 84,628 |
The Company and Our Public Offe
The Company and Our Public Offering | 9 Months Ended |
Sep. 29, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | Note 1. Business and Organization Shimmick Corporation ("Shimmick", the “Company”) was founded in 1990 in California and operated as a regional infrastructure construction contractor throughout California for nearly 30 years. In 2017, AECOM acquired Shimmick and consolidated it with its existing construction services, which included former legacy construction operations from Morrison Knudsen, Washington Group International, and others. In January 2021, we consummated the AECOM Sale Transactions and began operating as an independent company under new private ownership (the "AECOM Sale Transactions"). The accompanying condensed consolidated financial statements include the accounts of Shimmick Corporation and its subsidiaries (“Shimmick”, “we”, “our”, “us”, “its” or the “Company”), unless otherwise indicated. On September 12, 2023, the Company changed its name from SCCI National Holdings, Inc. to Shimmick Corporation. On November 16, 2023, Shimmick completed its initial public offering of 3,575,000 shares of common stock at a price to the public of $ 7.00 per share (the "IPO"). The net proceeds to Shimmick from the IPO were approximately $ 19 million after deducting underwriting discounts and commissions of $ 2 million and other offering expenses of $ 4 million. Shimmick’s common stock began trading on the NASDAQ Global Market on November 14, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 29, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), and in conformity with the rules and regulations of the Securities and Exchange Commission. The information furnished reflects all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the results of operations, cash flows and financial position for the interim periods presented. A statement of comprehensive income is not presented as the Company’s results of operations do not contain any items classified as comprehensive income. All intercompany accounts and transactions have been eliminated. The accompanying condensed consolidated interim financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal years ended December 30, 2022 and December 31, 2021 in the final prospectus (the “Prospectus”) filed November 15, 2023 with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) under the Securities Act relating to our Registration Statement on Form S-1. Because of the seasonal nature of some of the Company's operations, the results of operations for the period ended September 29, 2023 are not necessarily indicative of the results of operations to be expected for the full fiscal year. Change in Presentation Certain prior period balances in the condensed consolidated balance sheets and statements of cash flows and accompanying notes have been combined or rounded to conform to current period presentation. These changes had no impact on net (loss) income, cash flows, assets and liabilities, or equity previously reported. Stock Split On October 23, 2023, the Board of Directors (the "Board") approved an amendment to the Company’s Certificate of Incorporation in order to effect a stock split of the Company’s Common Stock. Further, the Board authorized 100,000,000 shares of Common Stock, with a par value of $ 0.01 par value per share and 25,000,000 shares of Preferred Stock, with a par value of $ 0.01 per share. Upon the effectiveness of the filing of the amendment, each share of common stock, par value $ 0.01 per share (the “Old Common Stock”), issued and outstanding automatically, without further action on the part of the Company or any holder of such Old Common Stock, was reclassified as and became 2.7386 validly issued, fully paid and non-assessable shares of Common Stock. There were no fractional shares issued with respect to the reclassification of shares of Old Common Stock. In lieu of fractional shares, the Company rounded up to the nearest whole number of shares of Common Stock. The Company has retro-actively applied the stock split made effective on October 23, 2023, to share and per share amounts in the condensed consolidated financial statements. Accordingly, any information related to or dependent upon the share amounts in the condensed consolidated financial statements and Note 8, Stock-Based Compensation and Note 9, Earnings Per Share have been updated to reflect the effect of the stock split. Summary of Significant Accounting Policies Our significant accounting policies are described in more detail within the consolidated financial statements for the fiscal years ended December 30, 2022 and December 31, 2021 in the Prospectus. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07 which requires disclosure of significant segment expense categories and amounts for each reportable segment. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The Company is currently evaluating the ASU and the impact on its future condensed consolidated financial statements. |
Revenue Receivables and Contrac
Revenue Receivables and Contract Assets and Liabilities | 9 Months Ended |
Sep. 29, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Receivables and Contract Assets and Liabilities | Note 3. Revenue, Receivables and Contract Assets and Liabilities The following tables present the Company’s revenue disaggregated by contract types: Three Months Ended Nine Months Ended September 29, September 30, September 29, September 30, (In thousands) 2023 2022 2023 2022 Fixed-price $ 153,178 $ 163,168 $ 440,015 $ 425,259 Cost reimbursable 19,864 17,084 48,757 42,039 Equipment and labor revenue 2,406 4,115 5,972 10,647 Total revenue $ 175,448 $ 184,367 $ 494,744 $ 477,945 Remaining performance obligations The Company had $ 1.2 billion of remaining performance obligations yet to be satisfied as of September 29, 2023. Our remaining performance obligations have a weighted average life of 2.0 years as of September 29, 2023. Contract Balances The following table provides information about contract assets (also referred to as costs and estimated earnings in excess of billings on uncompleted contracts and retainage receivable) and contract liabilities (also referred to as billings on uncompleted contracts in excess of costs and estimated earnings and forward loss reserve), which include assets and liabilities that are dependent upon future activity: September 29, December 30, 2023 2022 Change (In thousands) Contract assets, current and non-current: Costs and estimated earnings in excess of billings on uncompleted contracts $ 123,388 $ 116,120 $ 7,268 Retainage receivable 51,671 48,805 2,866 Total contract assets 175,059 164,925 10,134 Contract liabilities, current and non-current: Billings on uncompleted contracts in excess of costs and estimated earnings ( 44,419 ) ( 56,963 ) 12,544 Forward loss reserve ( 77,953 ) ( 108,608 ) 30,655 Total contract liabilities ( 122,372 ) ( 165,571 ) 43,199 Net $ 52,687 $ ( 646 ) $ 53,333 Contract terms with customers include the timing of billing and payment, which usually differs from the timing of revenue recognition. As a result, the Company carries contract assets and liabilities within the condensed consolidated balance sheets. These contract assets and liabilities are calculated on a contract-by-contract basis and reported on a net basis at the end of each period and are classified as current or non-current. Many of the contracts under which the Company performs work also contain retainage provisions. Retainage refers to that portion of our billings held for payment by the customer pending satisfactory completion of the project. Unless reserved, the Company assumes that all amounts retained by customers under such provisions are fully collectible. These assets and liabilities are reported in the condensed consolidated balance sheets within “Contract assets, current,” “Contract assets, non-current,” “Contract liabilities, current" and “Contract liabilities, non-current." Costs and estimated earnings in excess of billings on uncompleted contracts consists of revenue recognized in excess of billings. Billings on uncompleted contracts in excess of costs and estimated earnings consists of billings in excess of revenue recognized. The Company recognized revenue of $ 58 million during the nine months ended September 29, 2023 that was included in contract liabilities as of December 30, 2022. The Company’s timing of revenue recognition may not be consistent with its rights to bill and collect cash from its clients. Those rights are generally dependent upon advance billing terms, milestone billings based on the completion of certain phases of work or when services are performed. The Company’s accounts receivable represents amounts billed to clients that have yet to be collected and represent an unconditional right to cash from its clients as presented below. September 29, December 30, 2023 2022 (In thousands) Total accounts receivable, gross $ 69,373 $ 57,395 Allowance for doubtful accounts ( 931 ) ( 965 ) Accounts receivable, net $ 68,442 $ 56,430 Substantially all contract assets as of September 29, 2023 and December 30, 2022 are expected to be collected within the Company’s estimated operating cycle, except for retainage and claims pertaining to certain contracts. The Company’s operating cycle may extend beyond one year. The Company is in the process of negotiating or awaiting approval of unapproved change orders and claims with its customers. The Company is proceeding with its contractual rights to recoup additional costs incurred from its customers based on completing work associated with change orders, including change orders with pending change order pricing, or claims related to significant changes in scope which resulted in substantial delays and additional costs in completing the work. The Company may take legal action if it and the customer cannot reach a mutually acceptable resolution. Information about significant customers Significant Customers as a Percentage of Accounts Receivable As of September 29, 2023 Customer one 27.9 % Customer two 18.2 % Customer three 17.6 % As of December 30, 2022 Customer one 31.4 % Customer two 21.4 % Customer three 14.4 % Significant Customers as a Percentage of Revenue Three Months Ended September 29, 2023 Customer one 15.3 % Customer two 13.9 % Customer three 13.1 % Three Months Ended September 30, 2022 Customer one 13.3 % Customer two 11.5 % Customer three 10.2 % Significant Customers as a Percentage of Revenue Nine Months Ended September 29, 2023 Customer one 15.5 % Customer two 14.2 % Customer three 12.5 % Nine Months Ended September 30, 2022 Customer one 13.1 % Customer two 11.5 % Customer three 11.3 % Revisions in Estimates Changes in contract estimates resulted in net increases in gross margin of $ 5 million for the three months ended September 29, 2023, primarily due to a change in an outstanding claim. Changes in contract estimates resulted in net decreases in gross margin of $ 10 million for the nine months ended September 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. There were no material changes in estimates for the three months ended September 30, 2022. Changes in contract estimates resulted in net decreases in gross margin of $ 6 million for the nine months ended September 30, 2022, primarily due to increased forecasted costs to complete. |
Joint Ventures and Variable Int
Joint Ventures and Variable Interest Entities | 9 Months Ended |
Sep. 29, 2023 | |
Joint Ventures and Variable Interest Entities Disclosure [Abstract] | |
Joint Ventures and Variable Interest Entities | Note 4. Joint Ventures and Variable Interest Entities Summary of financial information of the consolidated joint ventures is as follows: September 29, December 30, 2023 2022 (In thousands) Current assets $ 33,411 $ 29,485 Non-current assets 8,787 8,235 Total assets 42,198 37,720 Current liabilities $ 23,860 $ 22,603 Non-current liabilities 43,756 56,595 Total liabilities $ 67,616 $ 79,198 Three Months Ended Nine Months Ended September 29, September 30, September 29, September 30, 2023 2022 2023 2022 (In thousands) Revenue $ 5,277 $ 7,719 $ 18,750 $ 21,800 The assets of the Company’s consolidated joint ventures are restricted for use only by the particular joint venture and are not available for the general operations of the Company. Summary of financial information of the unconsolidated joint ventures, as derived from their financial statements, is as follows: September 29, December 30, 2023 2022 (In thousands) Current assets $ 88,206 $ 78,228 Non-current assets 17,509 25,026 Total assets 105,715 103,254 Current liabilities $ 40,754 $ 63,240 Total liabilities $ 40,754 $ 63,240 Three Months Ended Nine Months Ended September 29, September 30, September 29, September 30, 2023 2022 2023 2022 (In thousands) Revenue $ 16,862 $ 114,703 $ 59,458 $ 397,743 Cost of revenue 12,003 78,430 44,114 276,284 Gross margin 4,859 36,273 15,344 121,459 Net income $ 4,909 $ 36,273 $ 14,960 $ 121,459 As of September 29, 2023 and December 30, 2022, the Company’s investment in unconsolidated joint ventures was $ 27 million and $ 17 million, respectively. The Company recognized equity in earnings of unconsolidated joint ventures of $ 3 million and $ 10 million for the three and nine months ended September 29, 2023, respectively, and $ 20 million and $ 58 million for the three and nine months ended September 30, 2022, respectively. Contractually required support provided to the Company’s joint ventures is discussed in Note 11, Commitments and Contingencies. Related Party Transactions We often provide construction management and other subcontractor services to the Company’s joint ventures and revenue includes amounts related to these services which is eliminated to the extent of our ownership. Revenue included related to services provided to unconsolidated joint venture related parties is as follows: Three Months Ended Nine Months Ended September 29, September 30, September 29, September 30, 2023 2022 2023 2022 (In thousands) Revenue $ 604 $ 1,403 $ 2,677 $ 4,646 Amounts included in the condensed consolidated balance sheets related to services provided to unconsolidated joint ventures for the periods ended September 29, 2023 and December 30, 2022 are as follows: September 29, December 30, 2023 2022 (In thousands) Accounts receivable, net $ 3,153 $ 5,045 |
Property Plant and Equipment an
Property Plant and Equipment and Intangible Assets | 9 Months Ended |
Sep. 29, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment and Intangible Assets | Note 5. Property, Plant and Equipment and Intangible Assets The following table summarizes the components of property, plant and equipment as of September 29, 2023 and December 30, 2022. September 29, December 30, 2022 (In thousands) Building and land $ 3,907 $ 3,887 Machinery, equipment, and vehicles 72,085 67,698 Office furniture and equipment 8,691 7,891 Property, plant and equipment, gross 84,683 79,476 Accumulated depreciation ( 34,569 ) ( 24,268 ) Property, plant and equipment, net $ 50,114 $ 55,208 Three Months Ended Nine Months Ended September 29, September 30, September 29, September 30, 2023 2022 2023 2022 (In thousands) Depreciation expense $ 3,604 $ 3,319 $ 10,687 $ 9,657 Depreciation is recorded within cost of revenue and selling, general and administrative expenses and is calculated using the straight-line method over the estimated useful lives of the assets, or in the case of leasehold improvements and capitalized leases, the lesser of the remaining term of the lease or its estimated useful life. The following table presents the Company’s finite-lived intangible assets, including the weighted-average useful lives for each major intangible asset category and in total: September 29, 2023 Weighted Average Remaining Useful Life Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net (In thousands) Trademark 4.3 $ 10,600 $ ( 4,164 ) $ 6,436 Customer contracts 3.3 6,527 ( 3,075 ) 3,452 Total $ 17,127 $ ( 7,239 ) $ 9,888 December 30, 2022 Weighted Average Remaining Useful Life Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net (In thousands) Trademark 5 $ 10,600 $ ( 3,029 ) $ 7,571 Customer contracts 4 6,709 ( 2,236 ) 4,473 Total $ 17,309 $ ( 5,265 ) $ 12,044 The Company’s estimated aggregate remaining amortization is as follows: Amortization Expense (In thousands) 2023 $ 644 2024 2,577 2025 2,577 2026 2,577 2027 1,513 Total $ 9,888 Significant Transaction The Company executed a $ 35 million Membership Interest Purchase Agreement on June 30, 2023 for the sale of non-core business contracts. A gain on the sale of non-core business contracts of $ 30 million was recorded within gain (loss) on sale of assets after consummation of the transaction during the three months ended September 29, 2023 after a $ 5 million adjustment to the purchase price. The company received $ 30 million in cash as of September 29, 2023. |
Debt
Debt | 9 Months Ended |
Sep. 29, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 6. Debt Total debt outstanding is presented on the condensed consolidated balance sheets as follows: (In thousands) September 29, 2023 December 30, 2022 Revolving Credit Facility $ 33,722 $ - Total debt 33,722 - Unamortized debt issuance costs ( 315 ) - Long-term debt, net $ 33,407 $ - Revolving Credit Facility On March 27, 2023, we entered into a Revolving Credit Facility Agreement (“Revolving Credit Facility” ) with MidCap Financial Services, LLC, which originally provided a total commitment of $ 30 million. The Revolving Credit Facility was subsequently amended on June 30, 2023 and September 22, 2023. As amended, the Revolving Credit Facility provides for a total commitment of $ 35 million and bears interest at an annual rate of adjusted term SOFR, subject to a 1.0 % floor, plus 4.50 %. Further, the Revolving Credit Facility is subject to an annual collateral management fee of 0.50 % and an annual unused line fee of 0.50 %. Key financial covenants under the Revolving Credit Facility include maintaining a leverage ratio that does not exceed 1.75 to 1.0 and a minimum liquidity of $ 25 million. The Revolving Credit Facility Agreement matures on March 27, 2028 . The Company is not aware of any instances of noncompliance with the key financial covenants as of December 19, 2023. Following the IPO, we used the net proceeds we received from our IPO, together with cash on hand, to repay all outstanding borrowing under our Revolving Credit Facility. Subsequent to the repayment, we drew $ 20 million on our Revolving Credit Facility to fund working capital requirements. Revolving Line of Credit We had a $ 25 million Revolving Line of Credit with BMO Harris Bank, N.A., under which the Company had no outstanding borrowings as of September 29, 2023 or December 30, 2022. Borrowings under the Revolving Line of Credit bear interest at a rate based on SOFR or a combination of rates (prime rate, federal fund rate, and SOFR) at the Company’s election, with an added margin depending on the Company’s leverage ratio. The unused balance of the Revolving Line of Credit bears a commitment fee of between 0.25 % and 0.40 % per year, depending on the Company’s leverage ratio. Key financial covenants under the Revolving Line of Credit include maintaining a leverage ratio that does not exceed 2.0 to 1.0 and a minimum cash balance of $ 35 million. The Revolving Line of Credit terminated on March 27, 2023 upon the Company entering into the Revolving Credit Facility. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 29, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7. Income Taxes We compute the year-to-date income tax provision by applying our estimated annual effective tax rate to our year-to-date pre-tax income and adjust for discrete tax items in the period in which they occur. The effective tax rate was 0 % for each of the three months ended September 29, 2023 and September 30, 2022. The effective tax rate was 0 % and 5.7 % for the nine months ended September 29, 2023 and September 30, 2022, respectively. For the nine months ended September 29, 2023, the deferred tax expense resulting from the current year loss is completely offset by the valuation allowance, resulting in zero tax expense. For the nine months ended September 30, 2022, income tax expense is primarily offset by a release in valuation allowance against the net operating loss deferred tax asset, for which utilization of the NOL is limited to 80 % of taxable income and creates taxable income. The Company generally anticipates a zero effective tax rate due to a full valuation allowance. However, the Company may recognize a current tax expense in a specific period if its taxable income, net of available deferred tax assets in that period, exceeds the allowable utilization of tax attributes such as NOL carryforwards. The allowable limitation typically restricts the use of NOL carryforwards to 80 % of taxable income. Deferred Tax Assets and Liabilities We recognize deferred tax assets and liabilities for future tax consequences arising from differences between the carrying amounts of existing assets and liabilities under U.S. GAAP and their respective tax bases, and for net operating loss carryforwards and tax credit carryforwards. We evaluate the recoverability of our deferred tax assets, weighing all positive and negative evidence, and are required to establish or maintain a valuation allowance for these assets if we determine that it is more likely than not that some or all of the deferred tax assets will not be realized. As of each reporting date, we consider new evidence, both positive and negative, that could impact our view with regard to the future realization of deferred tax assets. We will maintain our positions with regard to future realization of deferred tax assets, including those with respect to which we continue maintaining valuation allowances, until there is sufficient new evidence to support a change in expectations. Such a change in expectations could arise due to many factors, including those impacting our forecasts of future earnings, as well as changes in the tax laws under which we operate and tax planning. It is not reasonably possible to forecast any such changes at the present time, but it is possible that, should they arise, our view of their effect on the future realization of deferred tax assets may impact materially our condensed consolidated financial statements. After weighing all of the evidence, giving more weight to the evidence that was objectively verifiable, a valuation allowance of $ 116 million and $ 118 million as of September 29, 2023 and December 30, 2022, respectively, has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if the objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 29, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 8. Stock-Based Compensation On April 12, 2021, the Company’s Board approved the Company’s 2021 Stock Plan (the “2021 Stock Plan”). The 2021 Stock Plan reserves 5,477,200 of the Company’s shares for issuance of incentive instruments, including Incentive Stock Options (“ISOs”), Non-statutory Stock Options, Stock Appreciation Rights, Restricted Stock Awards, and Restricted Stock Unit Awards. ISOs granted under the Plan have a term of 10 years and vest over four years of service. On November 13, 2023, the Company’s Board approved the Shimmick Corporation 2023 Equity Incentive Plan (the “2023 Omnibus Incentive Plan”). 3,729,149 is the maximum aggregate number of shares of Common Stock available under the 2023 Omnibus Incentive Plan (equal to ten percent (10%) of the Company’s Common Stock outstanding immediately following the completion of the Company’s IPO on November 16, 2023 plus (ii) the reserved and authorized shares for awards under the Company’s 2021 Stock Plan that were not granted as of November 13, 2023). The maximum aggregate number of shares of Common Stock that may be issued under the 2023 Omnibus Incentive Plan will automatically increase annually on the first day of each fiscal year, beginning with the 2024 fiscal year in an amount equal to five percent (5%) of Common Stock outstanding on the last day of the immediately preceding fiscal year unless the plan administration determines that a lesser amount should instead be issued. The shares reserved under the 2023 Omnibus Incentive Plan are for issuance of incentive instruments, including stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance units and other share-based awards. For the nine months ended September 29, 2023, stock option activity was as follows: Stock Options Number of shares Weighted average exercise price per share Weighted average grant date fair value Weighted average years of remaining contractual term Outstanding as of December 30, 2022 4,489,094 $ 1.26 $ — 8.33 Exercised ( 10,077 ) 1.26 — — Forfeited ( 126,469 ) 1.26 0.28 — Vested ( 12,302 ) 1.26 — — Outstanding as of September 29, 2023 4,340,246 1.26 — 7.60 Exercisable as of September 29, 2023 2,592,022 $ 1.26 $ — 7.60 Total compensation expense related to stock-based grants was $ 2 millio n for each of the nine months ended September 29, 2023 and September 30, 2022. Unrecognized compensation expense related to stock-based grants to employees of Shimmick outstanding as of September 29, 2023 and September 30, 2022 was $ 3 million and $ 6 million, respectively, to be recognized on a straight-line basis over the awards’ weighted average remaining vesting period of 1.6 years and 2.6 years, respectively. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 29, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 9. Earnings Per Share Basic earnings per share (“EPS”) is calculated based on the weighted average shares outstanding during the period. Diluted earnings per share includes the dilutive effect of employee and director stock options. Stock options are considered dilutive whenever the exercise price is less than the average market price of the stock during the period and antidilutive whenever the exercise price exceeds the average market price of the common stock during the period. All 4.3 million and 4.5 million employee stock options were excluded from the calculation of diluted earnings per share for each of the three and nine months ended September 29, 2023 and September 30, 2022, respectively, as they are antidilutive to the EPS calculation. The computation of basic and diluted EPS is as follows: Three Months Ended Nine Months Ended (In thousands, except per share data) September 29, 2023 September 30, 2022 September 29, 2023 September 30, 2022 Numerator: Net income attributable to Shimmick Corporation $ 34,567 $ 17,966 $ 14,930 $ 21,676 Numerator for basic and diluted EPS $ 34,567 $ 17,966 $ 14,930 $ 21,676 Denominator: Denominator for basic EPS - weighted average shares 21,914 21,909 21,910 21,909 Effect of dilutive securities: Employee stock options — — — — Dilutive potential common shares — — — — Denominator for diluted EPS - adjusted weighted average shares and assumed conversions 21,914 21,909 21,910 21,909 Basic earnings per common share $ 1.58 $ 0.82 $ 0.68 $ 0.99 Diluted earnings per common share $ 1.58 $ 0.82 $ 0.68 $ 0.99 |
Leases
Leases | 9 Months Ended |
Sep. 29, 2023 | |
Leases [Abstract] | |
Leases | Note 10. Leases Lease expenses recorded within the condensed consolidated statements of operations are comprised as follows: Three Months Ended Nine Months Ended (In thousands) September 29, 2023 September 30, 2022 September 29, 2023 September 30, 2022 Operating lease cost Cost of revenue $ 2,954 $ 2,924 $ 9,732 $ 8,427 Selling, general and administrative expenses 213 444 885 1,188 Finance lease cost (all in cost of revenue): Amortization of right-of-use assets 66 75 216 225 Interest on lease liabilities 47 11 60 26 Short-term lease cost 203 31 521 232 Total lease cost $ 3,483 $ 3,485 $ 11,414 $ 10,098 Additional condensed consolidated balance sheets information related to leases is as follows: September 29, December 30, (In thousands) Balance Sheet Classification 2023 2022 Assets: Operating lease assets Lease right-of-use assets $ 25,644 $ 21,811 Finance lease assets Lease right-of-use assets 353 879 Total lease assets $ 25,997 $ 22,690 Liabilities: Current: Operating lease liabilities Other current liabilities $ 8,625 $ 7,767 Finance lease liabilities Other current liabilities 309 313 Total current lease liabilities $ 8,934 $ 8,080 Non-current: Operating lease liabilities Lease liabilities, non-current $ 16,713 $ 13,861 Finance lease liabilities Lease liabilities, non-current 111 581 Total non-current lease liabilities $ 16,824 $ 14,442 Weighted average remaining lease term information related to leases is as follows: September 29, December 30, 2023 2022 Weighted average remaining lease term (in years): Operating leases 3.5 4.1 Finance leases 1.3 2.1 Weighted average discount rate: Operating leases 6.3 % 5.3 % Finance leases 3.2 % 3.2 % Supplemental cash flow information related to leases is as follows: Nine Months Ended September 29, September 30, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,685 $ 7,986 Financing cash flows from finance leases 228 227 Right-of-use assets obtained in exchange for new operating leases $ 12,905 $ 10,499 Total remaining lease payments under both the Company’s operating and finance leases are as follows: Operating Financing Year Leases Leases (In thousands) 2023 $ 2,714 $ 84 2024 9,349 337 2025 8,275 28 2026 3,450 — 2027 1,850 — Thereafter 2,527 — Total lease payments 28,165 449 Amounts representing interest ( 2,826 ) ( 30 ) Total lease liabilities $ 25,339 $ 419 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 29, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies In the Company’s joint venture arrangements, the liability of each partner is usually joint and several. This means as each joint venture partner may become liable for the entire risk of performance guarantees provided by each partner to the customer. Typically, each joint venture partner indemnifies the other partners for any liabilities incurred in excess of the liabilities the other party is obligated to bear under the respective joint venture agreement. In addition, the Company may be required to guarantee performance directly to the customer. The Company is unable to estimate the maximum potential amount of future payments that the Company could be required to make under outstanding performance guarantees related to joint venture projects due to a number of factors, including but not limited to, the nature and extent of any contractual defaults by the other joint venture partners, resource availability, potential performance delays caused by the defaults, the location of the projects, and the terms of the related contracts. In the ordinary course of business, the Company is subject to other claims, lawsuits, investigations and disputes arising out of the conduct of its business, including matters relating to commercial transactions, government contracts, and employment matters. The Company recognizes a liability for contingencies that are probable of occurrence and reasonably estimable. To date, no such matters are material to the condensed consolidated statements of operations. In certain contracts, there are provisions that require the Company to pay liquidated damages if the Company is responsible for the failure to meet specified contractual milestone dates and the applicable customer asserts a conforming claim under these provisions. These contracts define the conditions under which customers may make claims against the Company for liquidated damages. Based upon the evaluation of performance and other commercial and legal analysis, management has recognized relevant probable liquidated damages as of September 29, 2023 and December 30, 2022, and believes that the ultimate resolution of such matters will not materially affect the Company's condensed consolidated financial position, results of operations, or cash flows. The Company has recorded contingent consideration as of September 29, 2023 and December 30, 2022 at its estimated fair value. The Company is unable to reasonably determine an estimated range of amounts of the payments that could be made due to the uncertainty of future events. Guarantees The Company obtains bonding on construction contracts through third-party bonding companies. As is customary in the construction industry, the Company indemnifies the third-party bonding companies for any losses incurred by it in connection with bonds that are issued. The Company has granted the third-party bonding companies a security interest in accounts receivable, contract assets and contract rights for that obligation. The Company typically indemnifies contract owners for claims arising during the construction process and carries insurance coverage for such claims. Letters of Credit In the ordinary course of business and under certain contracts, the Company is required to post standby letters of credit for its insurance carriers. At September 29, 2023 and December 30, 2022, the total amount of standby letters of credit outstanding were $ 0 and $ 8 million, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 29, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), and in conformity with the rules and regulations of the Securities and Exchange Commission. The information furnished reflects all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the results of operations, cash flows and financial position for the interim periods presented. A statement of comprehensive income is not presented as the Company’s results of operations do not contain any items classified as comprehensive income. All intercompany accounts and transactions have been eliminated. The accompanying condensed consolidated interim financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal years ended December 30, 2022 and December 31, 2021 in the final prospectus (the “Prospectus”) filed November 15, 2023 with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) under the Securities Act relating to our Registration Statement on Form S-1. Because of the seasonal nature of some of the Company's operations, the results of operations for the period ended September 29, 2023 are not necessarily indicative of the results of operations to be expected for the full fiscal year. |
Change in Presentation | Change in Presentation Certain prior period balances in the condensed consolidated balance sheets and statements of cash flows and accompanying notes have been combined or rounded to conform to current period presentation. These changes had no impact on net (loss) income, cash flows, assets and liabilities, or equity previously reported. |
Stock Split | Stock Split On October 23, 2023, the Board of Directors (the "Board") approved an amendment to the Company’s Certificate of Incorporation in order to effect a stock split of the Company’s Common Stock. Further, the Board authorized 100,000,000 shares of Common Stock, with a par value of $ 0.01 par value per share and 25,000,000 shares of Preferred Stock, with a par value of $ 0.01 per share. Upon the effectiveness of the filing of the amendment, each share of common stock, par value $ 0.01 per share (the “Old Common Stock”), issued and outstanding automatically, without further action on the part of the Company or any holder of such Old Common Stock, was reclassified as and became 2.7386 validly issued, fully paid and non-assessable shares of Common Stock. There were no fractional shares issued with respect to the reclassification of shares of Old Common Stock. In lieu of fractional shares, the Company rounded up to the nearest whole number of shares of Common Stock. The Company has retro-actively applied the stock split made effective on October 23, 2023, to share and per share amounts in the condensed consolidated financial statements. Accordingly, any information related to or dependent upon the share amounts in the condensed consolidated financial statements and Note 8, Stock-Based Compensation and Note 9, Earnings Per Share have been updated to reflect the effect of the stock split. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Our significant accounting policies are described in more detail within the consolidated financial statements for the fiscal years ended December 30, 2022 and December 31, 2021 in the Prospectus. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07 which requires disclosure of significant segment expense categories and amounts for each reportable segment. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The Company is currently evaluating the ASU and the impact on its future condensed consolidated financial statements. |
Revenue Receivables and Contr_2
Revenue Receivables and Contract Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 29, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Company's Revenue Disaggregated by Contract Types | The following tables present the Company’s revenue disaggregated by contract types: Three Months Ended Nine Months Ended September 29, September 30, September 29, September 30, (In thousands) 2023 2022 2023 2022 Fixed-price $ 153,178 $ 163,168 $ 440,015 $ 425,259 Cost reimbursable 19,864 17,084 48,757 42,039 Equipment and labor revenue 2,406 4,115 5,972 10,647 Total revenue $ 175,448 $ 184,367 $ 494,744 $ 477,945 |
Summary of Information About Contract Assets and Contract Liabilities | The following table provides information about contract assets (also referred to as costs and estimated earnings in excess of billings on uncompleted contracts and retainage receivable) and contract liabilities (also referred to as billings on uncompleted contracts in excess of costs and estimated earnings and forward loss reserve), which include assets and liabilities that are dependent upon future activity: September 29, December 30, 2023 2022 Change (In thousands) Contract assets, current and non-current: Costs and estimated earnings in excess of billings on uncompleted contracts $ 123,388 $ 116,120 $ 7,268 Retainage receivable 51,671 48,805 2,866 Total contract assets 175,059 164,925 10,134 Contract liabilities, current and non-current: Billings on uncompleted contracts in excess of costs and estimated earnings ( 44,419 ) ( 56,963 ) 12,544 Forward loss reserve ( 77,953 ) ( 108,608 ) 30,655 Total contract liabilities ( 122,372 ) ( 165,571 ) 43,199 Net $ 52,687 $ ( 646 ) $ 53,333 |
Summary of Unconditional Right to Cash from Clients | The Company’s accounts receivable represents amounts billed to clients that have yet to be collected and represent an unconditional right to cash from its clients as presented below. September 29, December 30, 2023 2022 (In thousands) Total accounts receivable, gross $ 69,373 $ 57,395 Allowance for doubtful accounts ( 931 ) ( 965 ) Accounts receivable, net $ 68,442 $ 56,430 |
Summary of Information About Significant Customers | Information about significant customers Significant Customers as a Percentage of Accounts Receivable As of September 29, 2023 Customer one 27.9 % Customer two 18.2 % Customer three 17.6 % As of December 30, 2022 Customer one 31.4 % Customer two 21.4 % Customer three 14.4 % Significant Customers as a Percentage of Revenue Three Months Ended September 29, 2023 Customer one 15.3 % Customer two 13.9 % Customer three 13.1 % Three Months Ended September 30, 2022 Customer one 13.3 % Customer two 11.5 % Customer three 10.2 % Significant Customers as a Percentage of Revenue Nine Months Ended September 29, 2023 Customer one 15.5 % Customer two 14.2 % Customer three 12.5 % Nine Months Ended September 30, 2022 Customer one 13.1 % Customer two 11.5 % Customer three 11.3 % |
Joint Ventures and Variable I_2
Joint Ventures and Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 29, 2023 | |
Joint Ventures and Variable Interest Entities Disclosure [Abstract] | |
Summary of Financial Information of Consolidated Joint Ventures | Summary of financial information of the consolidated joint ventures is as follows: September 29, December 30, 2023 2022 (In thousands) Current assets $ 33,411 $ 29,485 Non-current assets 8,787 8,235 Total assets 42,198 37,720 Current liabilities $ 23,860 $ 22,603 Non-current liabilities 43,756 56,595 Total liabilities $ 67,616 $ 79,198 Three Months Ended Nine Months Ended September 29, September 30, September 29, September 30, 2023 2022 2023 2022 (In thousands) Revenue $ 5,277 $ 7,719 $ 18,750 $ 21,800 |
Summary of Financial Information of Unconsolidated Joint Ventures | Summary of financial information of the unconsolidated joint ventures, as derived from their financial statements, is as follows: September 29, December 30, 2023 2022 (In thousands) Current assets $ 88,206 $ 78,228 Non-current assets 17,509 25,026 Total assets 105,715 103,254 Current liabilities $ 40,754 $ 63,240 Total liabilities $ 40,754 $ 63,240 Three Months Ended Nine Months Ended September 29, September 30, September 29, September 30, 2023 2022 2023 2022 (In thousands) Revenue $ 16,862 $ 114,703 $ 59,458 $ 397,743 Cost of revenue 12,003 78,430 44,114 276,284 Gross margin 4,859 36,273 15,344 121,459 Net income $ 4,909 $ 36,273 $ 14,960 $ 121,459 |
Summary of Revenue Included Related to Services Provided to Related Parties | Revenue included related to services provided to unconsolidated joint venture related parties is as follows: Three Months Ended Nine Months Ended September 29, September 30, September 29, September 30, 2023 2022 2023 2022 (In thousands) Revenue $ 604 $ 1,403 $ 2,677 $ 4,646 |
Summary of Condensed Consolidated Balance Sheets Related to Services Provided to Unconsolidated Joint Ventures | Amounts included in the condensed consolidated balance sheets related to services provided to unconsolidated joint ventures for the periods ended September 29, 2023 and December 30, 2022 are as follows: September 29, December 30, 2023 2022 (In thousands) Accounts receivable, net $ 3,153 $ 5,045 |
Property Plant and Equipment _2
Property Plant and Equipment and Intangible Assets (Tables) | 9 Months Ended |
Sep. 29, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property Plant and Equipment Net | The following table summarizes the components of property, plant and equipment as of September 29, 2023 and December 30, 2022. September 29, December 30, 2022 (In thousands) Building and land $ 3,907 $ 3,887 Machinery, equipment, and vehicles 72,085 67,698 Office furniture and equipment 8,691 7,891 Property, plant and equipment, gross 84,683 79,476 Accumulated depreciation ( 34,569 ) ( 24,268 ) Property, plant and equipment, net $ 50,114 $ 55,208 Three Months Ended Nine Months Ended September 29, September 30, September 29, September 30, 2023 2022 2023 2022 (In thousands) Depreciation expense $ 3,604 $ 3,319 $ 10,687 $ 9,657 |
Schedule of Finite Lived Intangible Assets Including the Weighted Average Useful Lives | The following table presents the Company’s finite-lived intangible assets, including the weighted-average useful lives for each major intangible asset category and in total: September 29, 2023 Weighted Average Remaining Useful Life Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net (In thousands) Trademark 4.3 $ 10,600 $ ( 4,164 ) $ 6,436 Customer contracts 3.3 6,527 ( 3,075 ) 3,452 Total $ 17,127 $ ( 7,239 ) $ 9,888 December 30, 2022 Weighted Average Remaining Useful Life Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net (In thousands) Trademark 5 $ 10,600 $ ( 3,029 ) $ 7,571 Customer contracts 4 6,709 ( 2,236 ) 4,473 Total $ 17,309 $ ( 5,265 ) $ 12,044 |
Schedule of Estimated Aggregate Remaining Amortization | The Company’s estimated aggregate remaining amortization is as follows: Amortization Expense (In thousands) 2023 $ 644 2024 2,577 2025 2,577 2026 2,577 2027 1,513 Total $ 9,888 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 29, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Total debt outstanding is presented on the condensed consolidated balance sheets as follows: (In thousands) September 29, 2023 December 30, 2022 Revolving Credit Facility $ 33,722 $ - Total debt 33,722 - Unamortized debt issuance costs ( 315 ) - Long-term debt, net $ 33,407 $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 29, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | For the nine months ended September 29, 2023, stock option activity was as follows: Stock Options Number of shares Weighted average exercise price per share Weighted average grant date fair value Weighted average years of remaining contractual term Outstanding as of December 30, 2022 4,489,094 $ 1.26 $ — 8.33 Exercised ( 10,077 ) 1.26 — — Forfeited ( 126,469 ) 1.26 0.28 — Vested ( 12,302 ) 1.26 — — Outstanding as of September 29, 2023 4,340,246 1.26 — 7.60 Exercisable as of September 29, 2023 2,592,022 $ 1.26 $ — 7.60 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 29, 2023 | |
Earnings Per Share [Abstract] | |
Summary of computation of basic and diluted EPS | The computation of basic and diluted EPS is as follows: Three Months Ended Nine Months Ended (In thousands, except per share data) September 29, 2023 September 30, 2022 September 29, 2023 September 30, 2022 Numerator: Net income attributable to Shimmick Corporation $ 34,567 $ 17,966 $ 14,930 $ 21,676 Numerator for basic and diluted EPS $ 34,567 $ 17,966 $ 14,930 $ 21,676 Denominator: Denominator for basic EPS - weighted average shares 21,914 21,909 21,910 21,909 Effect of dilutive securities: Employee stock options — — — — Dilutive potential common shares — — — — Denominator for diluted EPS - adjusted weighted average shares and assumed conversions 21,914 21,909 21,910 21,909 Basic earnings per common share $ 1.58 $ 0.82 $ 0.68 $ 0.99 Diluted earnings per common share $ 1.58 $ 0.82 $ 0.68 $ 0.99 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 29, 2023 | |
Leases [Abstract] | |
Schedule of Lease Expense | Lease expenses recorded within the condensed consolidated statements of operations are comprised as follows: Three Months Ended Nine Months Ended (In thousands) September 29, 2023 September 30, 2022 September 29, 2023 September 30, 2022 Operating lease cost Cost of revenue $ 2,954 $ 2,924 $ 9,732 $ 8,427 Selling, general and administrative expenses 213 444 885 1,188 Finance lease cost (all in cost of revenue): Amortization of right-of-use assets 66 75 216 225 Interest on lease liabilities 47 11 60 26 Short-term lease cost 203 31 521 232 Total lease cost $ 3,483 $ 3,485 $ 11,414 $ 10,098 |
Schedule of Balance Sheets Information Related to Leases | Additional condensed consolidated balance sheets information related to leases is as follows: September 29, December 30, (In thousands) Balance Sheet Classification 2023 2022 Assets: Operating lease assets Lease right-of-use assets $ 25,644 $ 21,811 Finance lease assets Lease right-of-use assets 353 879 Total lease assets $ 25,997 $ 22,690 Liabilities: Current: Operating lease liabilities Other current liabilities $ 8,625 $ 7,767 Finance lease liabilities Other current liabilities 309 313 Total current lease liabilities $ 8,934 $ 8,080 Non-current: Operating lease liabilities Lease liabilities, non-current $ 16,713 $ 13,861 Finance lease liabilities Lease liabilities, non-current 111 581 Total non-current lease liabilities $ 16,824 $ 14,442 |
Schedule of Weighted Average Remaining Lease Term | Weighted average remaining lease term information related to leases is as follows: September 29, December 30, 2023 2022 Weighted average remaining lease term (in years): Operating leases 3.5 4.1 Finance leases 1.3 2.1 Weighted average discount rate: Operating leases 6.3 % 5.3 % Finance leases 3.2 % 3.2 % |
Schedule of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows: Nine Months Ended September 29, September 30, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,685 $ 7,986 Financing cash flows from finance leases 228 227 Right-of-use assets obtained in exchange for new operating leases $ 12,905 $ 10,499 |
Schedule of Remaining Lease Payments Under Operating and Financing Leases | Total remaining lease payments under both the Company’s operating and finance leases are as follows: Operating Financing Year Leases Leases (In thousands) 2023 $ 2,714 $ 84 2024 9,349 337 2025 8,275 28 2026 3,450 — 2027 1,850 — Thereafter 2,527 — Total lease payments 28,165 449 Amounts representing interest ( 2,826 ) ( 30 ) Total lease liabilities $ 25,339 $ 419 |
Business and Organization - Add
Business and Organization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 16, 2023 | Oct. 23, 2023 | Sep. 29, 2023 | Dec. 30, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common Stock Shares Authorised | 100,000,000 | 27,386,000 | 27,386,000 | |
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |
Preferred Stock Authorized | 25,000,000 | |||
Preferred Stock Par Value | $ 0.01 | |||
Initial public offering | 3,575,000 | |||
Common stock price per share | $ 7 | |||
Net proceeds from initial public offereing | $ 19 | |||
Proceeds after deducting underwriting discounts and commissions | 2 | |||
Other offering costs | $ 4 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - $ / shares | Oct. 23, 2023 | Sep. 29, 2023 | Dec. 30, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common Stock Shares Authorised | 100,000,000 | 27,386,000 | 27,386,000 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred Stock Authorized | 25,000,000 | ||
Preferred Stock Par Value | $ 0.01 | ||
Common Stock, Shares, Issued | 2.7386 | 21,918,877 | 21,908,800 |
Old Common Stock [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 |
Revenue Receivables and Contr_3
Revenue Receivables and Contract Assets and Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2023 | Sep. 30, 2022 | Sep. 29, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Performance obligations yet to be satisfied | $ 1,200,000 | $ 1,200,000 | |||
Revenue performance obligation weighted average life | 2 years | ||||
Revenue recognized | $ 58,000 | ||||
Net income (loss) | 34,831 | $ 17,864 | 15,187 | $ 20,970 | $ 20,970 |
Revisions in Estimates Decrease [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net income (loss) | $ 6,000 | $ 10,000 | |||
Revisions in Estimates Increase [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net income (loss) | $ 5,000 |
Revenue Receivables and Contr_4
Revenue Receivables and Contract Assets and Liabilities - Summary of Company's Revenue Disaggregated by Contract Types (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2023 | Sep. 30, 2022 | Sep. 29, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 175,448 | $ 184,367 | $ 494,744 | $ 477,945 |
Fixed-Price [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 153,178 | 163,168 | 440,015 | 425,259 |
Cost Reimbursable [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 19,864 | 17,084 | 48,757 | 42,039 |
Equipment and Labor Revenue [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 2,406 | $ 4,115 | $ 5,972 | $ 10,647 |
Revenue Receivables and Contr_5
Revenue Receivables and Contract Assets and Liabilities - Summary of Information about Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 29, 2023 | Sep. 30, 2022 | Dec. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ 123,388 | $ 116,120 | |
Costs and estimated earnings in excess of billings on uncompleted contracts, Change | 7,268 | ||
Retainage receivable | 51,671 | 48,805 | |
Retainage receivable, Change | 2,866 | ||
Total contract assets | 175,059 | 164,925 | |
Total contract assets, Change | 10,134 | $ 36,133 | |
Billings on uncompleted contracts in excess of costs and estimated earnings | (44,419) | (56,963) | |
Billings on uncompleted contracts in excess of costs and estimated earnings, Change | 12,544 | ||
Forward loss reserve | (77,953) | (108,608) | |
Forward loss reserve, Change | 30,655 | ||
Contract with customer liability | (122,372) | (165,571) | |
Total contract liabilities, Change | 43,199 | ||
Net | 52,687 | $ (646) | |
Net, Change | $ 53,333 |
Revenue Receivables and Contr_6
Revenue Receivables and Contract Assets and Liabilities - Summary of Unconditional Right to Cash from Clients (Details) - USD ($) $ in Thousands | Sep. 29, 2023 | Dec. 30, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Total accounts receivable, gross | $ 69,373 | $ 57,395 |
Allowance for doubtful accounts | (931) | (965) |
Accounts receivable, net | $ 68,442 | $ 56,430 |
Revenue Receivables and Contr_7
Revenue Receivables and Contract Assets and Liabilities - Summary of Information about Significant Customers (Details) - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 29, 2023 | Sep. 30, 2022 | Sep. 29, 2023 | Sep. 30, 2022 | Dec. 30, 2022 | |
Customer One [Member] | Percentage of Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration of risk | 15.30% | 13.30% | 27.90% | 31.40% | |
Customer One [Member] | Percentage of Revenue [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration of risk | 15.50% | 13.10% | |||
Customer Two [Member] | Percentage of Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration of risk | 13.90% | 11.50% | 18.20% | 21.40% | |
Customer Two [Member] | Percentage of Revenue [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration of risk | 14.20% | 11.50% | |||
Customer Three [Member] | Percentage of Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration of risk | 13.10% | 10.20% | 17.60% | 14.40% | |
Customer Three [Member] | Percentage of Revenue [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration of risk | 12.50% | 11.30% |
Joint Ventures and Variable I_3
Joint Ventures and Variable Interest Entities -Summary of Financial Information of Consolidated Joint Ventures (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2023 | Sep. 30, 2022 | Sep. 29, 2023 | Sep. 30, 2022 | Dec. 30, 2022 | |
Current assets | $ 270,690 | $ 270,690 | $ 233,476 | ||
TOTAL ASSETS | 457,134 | 457,134 | 446,799 | ||
Current liabilities | 297,211 | 297,211 | 340,944 | ||
TOTAL LIABILITIES | 388,751 | 388,751 | 395,204 | ||
Revenue | 175,448 | $ 184,367 | 494,744 | $ 477,945 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||||
Current assets | 33,411 | 33,411 | 29,485 | ||
Non-current assets | 8,787 | 8,787 | 8,235 | ||
TOTAL ASSETS | 42,198 | 42,198 | 37,720 | ||
Current liabilities | 23,860 | 23,860 | 22,603 | ||
Non-current liabilities | 43,756 | 43,756 | 56,595 | ||
TOTAL LIABILITIES | 67,616 | 67,616 | $ 79,198 | ||
Revenue | $ 5,277 | $ 7,719 | $ 18,750 | $ 21,800 |
Joint Ventures and Variable I_4
Joint Ventures and Variable Interest Entities -Summary of Financial Information of Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 29, 2023 | Sep. 30, 2022 | Sep. 29, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 30, 2022 | |
Current assets | $ 270,690 | $ 270,690 | $ 233,476 | |||
TOTAL ASSETS | 457,134 | 457,134 | 446,799 | |||
Current liabilities | 297,211 | 297,211 | 340,944 | |||
TOTAL LIABILITIES | 388,751 | 388,751 | 395,204 | |||
Revenue | 175,448 | $ 184,367 | 494,744 | $ 477,945 | ||
Gross margin | 17,012 | 13,145 | 22,777 | 18,517 | ||
Net income | 34,831 | 17,864 | 15,187 | $ 20,970 | 20,970 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | ||||||
Current assets | 88,206 | 88,206 | 78,228 | |||
Non-current assets | 17,509 | 17,509 | 25,026 | |||
TOTAL ASSETS | 105,715 | 105,715 | 103,254 | |||
Current liabilities | 40,754 | 40,754 | 63,240 | |||
TOTAL LIABILITIES | 40,754 | 40,754 | $ 63,240 | |||
Revenue | 16,862 | 114,703 | 59,458 | 397,743 | ||
Cost of revenue | 12,003 | 78,430 | 44,114 | 276,284 | ||
Gross margin | 4,859 | 36,273 | 15,344 | 121,459 | ||
Net income | $ 4,909 | $ 36,273 | $ 14,960 | $ 121,459 |
Joint Ventures and Variable I_5
Joint Ventures and Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2023 | Sep. 30, 2022 | Sep. 29, 2023 | Sep. 30, 2022 | Dec. 30, 2022 | |
Statement of Financial Position [Abstract] | |||||
Investment in unconsolidated joint ventures | $ 27,002 | $ 27,002 | $ 17,363 | ||
Equity in earnings of unconsolidated joint ventures | $ 2,577 | $ 19,604 | $ 9,570 | $ 58,380 |
Joint Ventures and Variable I_6
Joint Ventures and Variable Interest Entities -Summary of Revenue Included Related to Services Provided to Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2023 | Sep. 30, 2022 | Sep. 29, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Revenue | $ 175,448 | $ 184,367 | $ 494,744 | $ 477,945 |
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue | $ 604 | $ 1,403 | $ 2,677 | $ 4,646 |
Joint Ventures and Variable I_7
Joint Ventures and Variable Interest Entities - Summary of Condensed Consolidated Balance Sheets Related to Services Provided to Unconsolidated Joint Ventures (Details) - USD ($) $ in Thousands | Sep. 29, 2023 | Dec. 30, 2022 |
Related Party [Member] | ||
Accounts receivable, net | $ 3,153 | $ 5,045 |
Property Plant and Equipment _3
Property Plant and Equipment and Intangible Assets - Schedule of Components of Property Plant and Equipment Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 29, 2023 | Dec. 30, 2022 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 84,683 | $ 79,476 | |
Accumulated depreciation | (34,569) | (24,268) | |
Property, plant and equipment, net | 50,114 | $ 50,114 | 55,208 |
Building and land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 3,907 | 3,887 | |
Machinery, equipment, and vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 72,085 | 67,698 | |
Office furniture and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 8,691 | $ 7,891 |
Property Plant and Equipment _4
Property Plant and Equipment and Intangible Assets - Schedule of Components of Property Plant and Equipment Net (Depreciation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2023 | Sep. 30, 2022 | Sep. 29, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 3,604 | $ 3,319 | $ 10,687 | $ 9,657 |
Property Plant and Equipment _5
Property Plant and Equipment and Intangible Assets - Schedule of Finite-Lived Intangible Assets Including the weighted Average Useful Lives (Details) - USD ($) $ in Thousands | Sep. 29, 2023 | Dec. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross | $ 17,127 | $ 17,309 |
Accumulated Amortization | (7,239) | (5,265) |
Total | $ 9,888 | $ 12,044 |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 4 years 3 months 18 days | 5 years |
Intangible Assets, Gross | $ 10,600 | $ 10,600 |
Accumulated Amortization | (4,164) | (3,029) |
Total | $ 6,436 | $ 7,571 |
Customer contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life | 3 years 3 months 18 days | 4 years |
Intangible Assets, Gross | $ 6,527 | $ 6,709 |
Accumulated Amortization | (3,075) | (2,236) |
Total | $ 3,452 | $ 4,473 |
Property Plant and Equipment _6
Property Plant and Equipment and Intangible Assets - Schedule of Estimated Aggregate Remaining Amortization (Details) - USD ($) $ in Thousands | Sep. 29, 2023 | Dec. 30, 2022 |
Property, Plant and Equipment [Abstract] | ||
2023 | $ 644 | |
2024 | 2,577 | |
2025 | 2,577 | |
2026 | 2,577 | |
2027 | 1,513 | |
Total | $ 9,888 | $ 12,044 |
Property Plant and Equipment _7
Property Plant and Equipment and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 29, 2023 | Jun. 30, 2023 | Sep. 29, 2023 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total sale price of non-core business agreement | $ 34,983 | $ 4,162 | ||
Gain of sale of assets | 31,749 | $ 0 | ||
Non Core [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total sale price of non-core business agreement | $ 35,000 | |||
Adjustment to purchase price | $ 5,000 | |||
Gain of sale of assets | 30,000 | |||
Cash received on sale of non- core business | $ 30,000 | $ 30,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 29, 2023 | Dec. 30, 2022 |
Debt Instrument [Line Items] | ||
Total debt | $ 33,722 | $ 0 |
Unamortized debt issuance costs | (315) | 0 |
Long-term debt, net | 33,407 | 0 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 33,722 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Sep. 22, 2023 | Jun. 30, 2023 | Sep. 29, 2023 | Mar. 27, 2023 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | |||||
Revolving line of credit minimum cash balance | $ 1,294 | $ 4,070 | |||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, borrowing capacity | $ 35,000 | $ 35,000 | $ 30,000 | ||
Revolving Line of Credit termination date | Mar. 27, 2028 | Mar. 27, 2028 | |||
Line of credit facility, unused line fee , percentage | 0.50% | 0.50% | |||
Collateral management fee | 0.50% | 0.50% | |||
Revolving credit facility leverage ratio | 1.75% | 1.75% | |||
Line of credit facility minimum liquidity | $ 25,000 | $ 25,000 | |||
Revolving credit facility | 20,000 | ||||
Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, percentage | 4.50% | 4.50% | |||
Revolving Credit Facility [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, percentage | 1% | 1% | |||
Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, borrowing capacity | $ 25,000 | ||||
Revolving Line of Credit termination date | Mar. 27, 2023 | ||||
Revolving line of credit minimum cash balance | $ 35,000 | ||||
Line of Credit [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, unused line fee , percentage | 0.40% | ||||
Revolving credit facility leverage ratio | 2% | ||||
Line of Credit [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, unused line fee , percentage | 0.25% | ||||
Revolving credit facility leverage ratio | 1% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 29, 2023 | Sep. 30, 2022 | Sep. 29, 2023 | Sep. 30, 2022 | Dec. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate | 0% | 0% | 0% | 5.70% | |
NOL utilization limit, percentage | 80% | ||||
Carryforward taxable income | 80% | ||||
Effective tax rate valuation allowance | 0% | ||||
Valuation allowance of the deferred tax asset | $ 116 | $ 116 | $ 118 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2023 | Sep. 30, 2022 | Sep. 29, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Employee stock options excluded from diluted EPS | 4.3 | 4.3 | 4.5 | 4.5 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of computation of basic and diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2023 | Sep. 30, 2022 | Sep. 29, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net income attributable to Shimmick Corporation | $ 34,567 | $ 17,966 | $ 14,930 | $ 21,676 |
Numerator for basic and diluted EPS | $ 34,567 | $ 17,966 | $ 14,930 | $ 21,676 |
Denominator: | ||||
Denominator for basic EPS - weighted average shares | 21,914 | 21,909 | 21,910 | 21,909 |
Effect of dilutive securities: | ||||
Employee stock options | 0 | 0 | 0 | 0 |
Dilutive potential common shares | 0 | 0 | 0 | 0 |
Denominator for diluted EPS - adjusted weighted average shares and assumed conversions | 21,914 | 21,909 | 21,910 | 21,909 |
Basic EPS: | ||||
Basic earnings per common share | $ 1.58 | $ 0.82 | $ 0.68 | $ 0.99 |
Diluted EPS: | ||||
Diluted earnings per common share | $ 1.58 | $ 0.82 | $ 0.68 | $ 0.99 |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 29, 2023 | Sep. 30, 2022 | Sep. 29, 2023 | Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Amortization of right-of-use assets | $ 66 | $ 75 | $ 216 | $ 225 |
Interest on lease liabilities | 47 | 11 | 60 | 26 |
Short term lease cost | 203 | 31 | 521 | 232 |
Total lease cost | 3,483 | 3,485 | 11,414 | 10,098 |
Cost of Revenue [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease cost | 2,954 | 2,924 | 9,732 | 8,427 |
Selling, General and Administrative Expenses [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease cost | $ 213 | $ 444 | $ 885 | $ 1,188 |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheets Information Related to Leases (Details) - USD ($) $ in Thousands | Sep. 29, 2023 | Dec. 30, 2022 |
Leases [Abstract] | ||
Operating Lease, Asset, Statement of Financial Position [Extensible Enumeration] | Total lease assets | Total lease assets |
Finance Lease, Asset, Statement of Financial Position [Extensible Enumeration] | Total lease assets | Total lease assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total non-current lease liabilities | Total non-current lease liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total non-current lease liabilities | Total non-current lease liabilities |
Operating lease assets | $ 25,644 | $ 21,811 |
Finance lease assets | 353 | 879 |
Total lease assets | 25,997 | 22,690 |
Operating lease liabilities, current | 8,625 | 7,767 |
Finance lease liabilities, current | 309 | 313 |
Total current lease liabilities | 8,934 | 8,080 |
Operating lease liabilities, noncurrent | 16,713 | 13,861 |
Finance lease liabilities, noncurrent | 111 | 581 |
Total non-current lease liabilities | $ 16,824 | $ 14,442 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term (Details) | Sep. 29, 2023 | Dec. 30, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term - Operating leases | 3 years 6 months | 4 years 1 month 6 days |
Weighted-average remaining lease term - Finance leases | 1 year 3 months 18 days | 2 years 1 month 6 days |
Weighted-average discount rate - Operating leases | 6.30% | 5.30% |
Weighted-average discount rate - Finance leases | 3.20% | 3.20% |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 29, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | |||
Operating cash flows from operating leases | $ 8,685 | $ 7,986 | |
Financing cash flows from finance leases | 228 | $ 227 | 227 |
Right-of-use assets obtained in exchange for new operating leases | $ 12,905 | $ 10,499 |
Leases - Schedule of Remaining
Leases - Schedule of Remaining Lease Payments Under Operating and Financing Leases (Details) $ in Thousands | Sep. 29, 2023 USD ($) |
Operating Leases | |
2023 | $ 2,714 |
2024 | 9,349 |
2025 | 8,275 |
2026 | 3,450 |
2027 | 1,850 |
Thereafter | 2,527 |
Total lease payments | 28,165 |
Amounts representing interest | (2,826) |
Total lease liabilities | 25,339 |
Financing Leases | |
2023 | 84 |
2024 | 337 |
2025 | 28 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total lease payments | 449 |
Amounts representing interest | (30) |
Total lease liabilities | $ 419 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Sep. 29, 2023 | Dec. 30, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Amount of letters of credit outstanding | $ 0 | $ 8 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Apr. 12, 2021 | Sep. 29, 2023 | Sep. 30, 2022 | Nov. 13, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Compensation expense related to stock-based grants | $ 2 | $ 2 | ||
Unrecognized compensation expense | $ 3 | $ 6 | ||
Recognition period of unrecognized compensation expense | 1 year 7 months 6 days | 2 years 7 months 6 days | ||
2021 Stock Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance (in shares) | 5,477,200 | |||
Expiration term | 10 years | |||
Vesting period | 4 years | |||
2023 Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance (in shares) | 3,729,149 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) | 9 Months Ended | 12 Months Ended |
Sep. 29, 2023 $ / shares shares | Dec. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | ||
Number of shares, Outstanding as of December 30, 2022 | shares | 4,489,094 | |
Number of shares, Exercised | shares | (10,077) | |
Number of shares, Forfeited | shares | (126,469) | |
Number of shares, Vested | shares | (12,302) | |
Number of shares, Outstanding as of September 29, 2023 | shares | 4,340,246 | 4,489,094 |
Number of shares, Exercisable as of September 29, 2023 | shares | 2,592,022 | |
Weighted average exercise price per share, Outstanding as of December 30, 2022 | $ 1.26 | |
Weighted average exercise price per share, Exercised | 1.26 | |
Weighted average exercise price per share, Forfeited | 1.26 | |
Weighted average exercise price per share, Vested | 1.26 | |
Weighted average exercise price per share, Outstanding as of September 29, 2023 | 1.26 | $ 1.26 |
Weighted average exercise price per share, Exercisable as of September 29, 2023 | 1.26 | |
Weighted average grant date fair value, Outstanding as of December 30, 2022 | 0 | |
Weighted average grant date fair value, Exercised | 0 | |
Weighted average grant date fair value, Forfeited | 0.28 | |
Weighted average grant date fair value, Vested | 0 | |
Weighted average grant date fair value, Outstanding as of September 29, 2023 | 0 | $ 0 |
Weighted average grant date fair value, Exercisable as of September 29, 2023 | $ 0 | |
Weighted average years of remaining contractual term, Outstanding | 7 years 7 months 6 days | 8 years 3 months 29 days |
Weighted average years of remaining contractual term, Exercised | 0 years | |
Weighted average years of remaining contractual term, Forfeited | 0 years | |
Weighted average years of remaining contractual term, Vested | 0 years | |
Weighted average years of remaining contractual term, Exercisable as of September 29, 2023 | 7 years 7 months 6 days |