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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 3, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-41867

Shimmick Corporation

(Exact Name of Registrant as Specified in its Charter)


Delaware	84-3749368
( State or other jurisdiction of incorporation or organization)	(I.R.S. 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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 11, 2025, the registrant had 35,815,479 shares of Common Stock, par value $0.01 per share, outstanding.

FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this Quarterly Report on Form 10-Q (“Form 10-Q”) within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are subject to risks and uncertainties. For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” "project," "will," “should,” “may” or similar expressions, we intend to identify forward-looking statements. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements.

Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, important factors included in the sections entitled “Forward Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 3, 2025 ("Form 10-K") and those described from time to time in our future reports with the Securities and Exchange Commission (the "SEC") (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on our operations and financial results, and could cause our actual results to differ materially from those contained or implied in forward-looking statements made by us or on our behalf in this Form 10-Q, in presentations, on our websites, in response to questions or otherwise. We believe these factors include, but are not limited to, the following:

•

our ability to accurately estimate risks, requirements or costs when we bid on or negotiate a contract,

•

the impact of our fixed-price contracts,

•

qualifying as an eligible bidder for contracts

•

the availability of qualified personnel, joint venture partners and subcontractors,

•

inability to attract and retain qualified managers and skilled employees and the impact of loss of key management,

•

higher costs to lease, acquire and maintain equipment necessary for our operations or a decline in the market value of owned equipment,

•

subcontractors failing to satisfy their obligations to us or other parties or any inability to maintain subcontractor relationships,

•

marketplace competition,

•

our inability to obtain bonding

•

our limited operating history as an independent company following our separation from our prior owner,

•

our relationship and transactions with our prior owner,

•

our prior owner defaulting on its contractual obligations to us or under agreements in which we are beneficiary,

•

our limited number of customers,

•

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,

•

our ability to expand our capacity related to specialized, high-performance electrical and power distribution
solutions,

•

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,

•

material impairments,

•

any failure to comply with covenants under any current indebtedness, and future indebtedness we may incur,

•

the adequacy of sources of liquidity,

•

the outcome of any legal or regulatory proceedings to which we are, or may become a party to,

•

cybersecurity attacks against, disruptions, failures or security breaches of, our information technology systems,

•

seasonality of our business,

•

pandemics and public health emergencies,

•

commodity products price fluctuations, inflation

•

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,

•

changes in state and federal laws, regulations or policies under the current Presidential administration, including changes in trade policies and regulations, including increases or changes in duties, current and potentially new tariffs or quotas and other similar measures, as well as the potential impact of retaliatory tariffs and other actions, changes to tax legislation, including the passage of the One Big Beautiful Bill Act, and potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act, as well as other legislation and executive orders related to governmental spending, and

•

geopolitical risks, including those related to the war between Russia and Ukraine, the conflict in the Gaza strip, and the conflict in the Red Sea region.

Any forward-looking statement speaks only as of the date on which such statement is made, 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. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	5

Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Stockholders' Equity (Deficit)	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37

PART II.	OTHER INFORMATION	39

Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Shimmick Corporation

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(unaudited)


	October 3,			January 3,
	2025			2025
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	17,597		$	33,730
Restricted cash		1,328			2,065
Accounts receivable, net		41,785			42,988
Contract assets, current		87,585			46,603
Prepaids and other current assets		14,026			15,614

TOTAL CURRENT ASSETS		162,321			141,000

Property, plant and equipment, net		12,498			19,132
Intangible assets, net		4,735			6,667
Contract assets, non-current		6,965			23,517
Lease right-of-use assets		18,253			24,232
Investment in unconsolidated joint ventures		13,320			19,016
Other assets		397			300

TOTAL ASSETS	$	218,489		$	233,864

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable	$	72,331		$	46,475
Contract liabilities, current		47,358			102,524
Accrued salaries, wages and benefits		26,970			28,950
Accrued expenses		35,534			38,556
Short-term debt, net		3,446			—
Other current liabilities		9,022			13,759

TOTAL CURRENT LIABILITIES		194,661			230,264

Long-term debt, net		54,050			9,478
Lease liabilities, non-current		12,880			15,987
Contract liabilities, non-current		257			113
Contingent consideration		5,083			4,686
Other liabilities		4,214			8,010

TOTAL LIABILITIES		271,145			268,538

Commitments and Contingencies (Note 11)

STOCKHOLDERS' DEFICIT
Common stock, $0.01 par value, 100,000,000 shares authorized as of October 3, 2025 and January 3, 2025; 35,798,389 and 34,271,214 shares issued and outstanding as of October 3, 2025 and January 3, 2025, respectively		358			343
Additional paid-in-capital		47,888			43,353
Retained deficit		(100,902	)		(78,211	)
Non-controlling interests		—			(159	)

TOTAL STOCKHOLDERS' DEFICIT		(52,656	)		(34,674	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	218,489		$	233,864

See accompanying notes to the unaudited condensed consolidated financial statements.

Shimmick Corporation

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(unaudited)


	Three Months Ended						Nine Months Ended
	October 3,			September 27,			October 3,			September 27,
	2025			2024			2025			2024
Revenue	$	141,920		$	166,035		$	392,432		$	376,684
Cost of revenue		131,131			153,846			368,818			411,485
Gross margin		10,789			12,189			23,614			(34,801	)
Selling, general and administrative expenses		14,292			12,985			43,701			47,878
ERP pre-implementation asset impairment and associated costs		—			15,708			—			15,708
Total operating expenses		14,292			28,693			43,701			63,586
Equity in earnings (loss) of unconsolidated joint ventures		312			812			851			(779	)
Gain on sale of assets, net		10			16,896			80			20,585
(Loss) income from operations		(3,181	)		1,204			(19,156	)		(78,581	)
Interest expense		1,434			1,977			3,747			4,370
Other (income) expense, net		(219	)		791			(371	)		3,335
Net loss before income tax		(4,396	)		(1,564	)		(22,532	)		(86,286	)
Income tax expense		—			—			—			—
Net loss		(4,396	)		(1,564	)		(22,532	)		(86,286	)
Net income attributable to non-controlling interests		—			—			159			—
Net loss attributable to Shimmick Corporation	$	(4,396	)	$	(1,564	)	$	(22,691	)	$	(86,286	)
Net loss attributable to Shimmick Corporation per common share
Basic	$	(0.12	)	$	(0.05	)	$	(0.65	)	$	(2.96	)
Diluted	$	(0.12	)	$	(0.05	)	$	(0.65	)	$	(2.96	)

See accompanying notes to the unaudited condensed consolidated financial statements.

Shimmick Corporation

Condensed Consolidated Statements of Stockholders' Equity (Deficit)

(In thousands, except share data)

(unaudited)


	Common Stock				Additional Paid-in-			Retained			Non-Controlling		Total Stockholders'
	Shares		Amount		Capital			Deficit			Interests		Deficit
Balance as of July 4, 2025		35,248,424	$	353	$	46,691		$	(96,506	)	$	—	$	(49,462	)
Net loss		—		—		—			(4,396	)		—		(4,396	)
Issuance of common stock		549,965		5		(5	)		—			—		—
Stock-based compensation		—		—		1,202			—			—		1,202
Balance as of October 3, 2025		35,798,389	$	358	$	47,888		$	(100,902	)	$	—	$	(52,656	)


	Common Stock				Additional Paid-in-		Retained			Non-Controlling			Total Stockholders'
	Shares		Amount		Capital		Deficit			Interests			Equity
Balance as of June 28, 2024		33,709,919	$	337	$	39,205	$	(38,185	)	$	(921	)	$	436
Net loss		—		—		—		(1,564	)		—			(1,564	)
Issuance of common stock		28,820		1		1		—			—			2
Stock-based compensation		—		—		1,337		—			—			1,337
Contributions from non-controlling interests		—		—		—		—			762			762
Balance as of September 27, 2024		33,738,739	$	338	$	40,543	$	(39,749	)	$	(159	)	$	973


	Common Stock				Additional Paid-in-		Retained			Non-Controlling			Total Stockholders'
	Shares		Amount		Capital		Deficit			Interests			Deficit
Balance as of January 3, 2025		34,271,214	$	343	$	43,353	$	(78,211	)	$	(159	)	$	(34,674	)
Net (loss) income		-		—		—		(22,691	)		159			(22,532	)
Issuance of common stock		1,527,175		15		15		—			—			30
Stock-based compensation		-		—		4,520		—			—			4,520
Balance as of October 3, 2025		35,798,389	$	358	$	47,888	$	(100,902	)	$	—		$	(52,656	)


	Common Stock				Additional Paid-in-		Retained Earnings			Non-Controlling			Total Stockholders'
	Shares		Amount		Capital		(Deficit)			Interests			Equity
Balance as of December 29, 2023		25,493,877	$	255	$	24,445	$	46,537		$	(747	)	$	70,490
Net loss		—		—		—		(86,286	)		—			(86,286	)
Issuance of common stock		8,244,862		83		12,794		—			—			12,877
Stock-based compensation		—		—		3,304		—			—			3,304
Contributions from non-controlling interests		—		—		—		—			762			762
Distributions to non-controlling interests		—		—		—		—			(174	)		(174	)
Balance as of September 27, 2024		33,738,739	$	338	$	40,543	$	(39,749	)	$	(159	)	$	973

See accompanying notes to the unaudited condensed consolidated financial statements.

Shimmick Corporation

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)


	Nine Months Ended
	October 3,			September 27,
	2025			2024

Cash Flows From Operating Activities
Net loss	$	(22,532	)	$	(86,286	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		4,520			3,304
Depreciation and amortization		9,840			11,646
Equity in (earnings) loss of unconsolidated joint ventures		(851	)		779
Return on investment in unconsolidated joint ventures		3,802			610
ERP pre-implementation asset impairment		—			10,428
Gain on sale of assets, net		(80	)		(20,585	)
Other		1,542			1,892
Changes in operating assets and liabilities:
Accounts receivable, net		1,203			663
Contract assets		(24,430	)		(2,418	)
Accounts payable		25,856			(12,149	)
Contract liabilities		(55,166	)		(18,157	)
Accrued salaries, wages and benefits		(1,979	)		2,489
Accrued expenses		(3,022	)		34,165
Other assets and liabilities		(4,435	)		7,436
Net cash used in operating activities		(65,732	)		(66,183	)
Cash Flows From Investing Activities
Purchases of property, plant and equipment		(5,862	)		(9,963	)
Proceeds from sale of assets		4,868			31,608
Unconsolidated joint venture equity contributions		—			(3,460	)
Return of investment in unconsolidated joint ventures		2,935			204
Net cash provided by investing activities		1,941			18,389
Cash Flows From Financing Activities
Borrowings on credit and loan agreements		90,581			42,000
Repayments on credit and loan agreements		(42,079	)		—
Net repayments of Revolving Credit Facility		—			(29,619	)
Other		(1,581	)		(1,924	)
Net cash provided by financing activities		46,921			10,457
Net decrease in cash, cash equivalents and restricted cash		(16,870	)		(37,337	)
Cash, cash equivalents and restricted cash, beginning of period		35,795			63,910
Cash, cash equivalents and restricted cash, end of period	$	18,925		$	26,573
Reconciliation of cash, cash equivalents and restricted cash to the
Condensed Consolidated Balance Sheets
Cash and cash equivalents	$	17,597		$	25,962
Restricted cash		1,328			611
Total cash, cash equivalents and restricted cash	$	18,925		$	26,573

See accompanying notes to the unaudited condensed consolidated financial statements.

Shimmick Corporation

Notes to Condensed Consolidated Financial Statements

(unaudited)

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 Transaction and began operating as an independent company under new private ownership (the "AECOM Sale Transaction"). In November 2023, we completed our initial public offering (the “IPO”) and currently our stock is listed for trading on the Nasdaq Capital Market under the symbol "SHIM".

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.

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. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes in our Annual Report on Form 10-K for the fiscal year ended January 3, 2025 ("Form 10-K"). Because of the seasonal nature of some of the Company's operations, the results of operations for the three and nine months ended October 3, 2025 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 statements of operations and accompanying notes have been combined, reclassified or rounded to conform to current period presentation. These changes had no impact on net loss, cash flows, assets and liabilities or deficit previously reported.

Summary of Significant Accounting Policies

Our significant accounting policies are described in more detail in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies of our Form 10-K.

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the condensed consolidated financial statements and accompanying notes thereto. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on the condensed consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures, which requires disaggregation of certain components included in the Company’s effective tax rate and income taxes paid disclosures. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effects that adoption of this guidance will have on the condensed consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public companies to disclose additional information about certain expenses in the notes to financial statements, enhancing transparency and providing more detailed insights for investors and other stakeholders. This guidance is effective for annual periods beginning after December 15, 2026, and quarterly periods thereafter. The Company is currently evaluating the effects that adoption of this guidance will have on the condensed consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, to address complexities in applying current expected credit losses for current accounts receivable and contract assets. The amendments allow entities to make an accounting policy election to apply a practical expedient when estimating expected credit losses for certain assets, which allows entities to assume that economic conditions at the balance sheet date will remain unchanged for the remaining life of those assets. The amendments are effective in annual periods beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the effects that adoption of this guidance will have on the condensed consolidated financial statements and related disclosures.

Note 3. Revenue, Receivables and Contract Assets and Liabilities

The following table presents the Company’s revenue disaggregated by contract types:


	Three Months Ended				Nine Months Ended
	October 3,		September 27,		October 3,		September 27,
(In thousands)	2025		2024		2025		2024
Fixed-price	$	134,338	$	153,802	$	339,612	$	349,182
Cost reimbursable		7,356		11,602		51,930		25,983
Equipment and labor revenue		226		631		890		1,519
Total revenue	$	141,920	$	166,035	$	392,432	$	376,684

Projects started after prior ownership ("Shimmick Projects") have focused on critical infrastructure aligned with our strategy, including water, climate resilience, energy transition and sustainable transportation. Projects that started under prior ownership or focus on foundation drilling are referred to as "Non-Core Projects" (formerly referred to as "Legacy and Foundations Projects").

The following table presents the Company’s revenue disaggregated by Shimmick Projects and Non-Core Projects:


	Three Months Ended				Nine Months Ended
	October 3,		September 27,		October 3,		September 27,
(In thousands)	2025		2024		2025		2024
Shimmick Projects	$	106,826	$	101,475	$	312,599	$	275,457
Non-Core Projects		35,094		64,560		79,833		101,227
Total revenue	$	141,920	$	166,035	$	392,432	$	376,684

Remaining performance obligations

The Company had $716 million of remaining performance obligations yet to be satisfied as of October 3, 2025. Our remaining performance obligations have a weighted average life of 2.5 years as of October 3, 2025.

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:


	October 3,			January 3,
	2025			2025			Change
(In thousands)
Contract assets, current and non-current:
Costs and estimated earnings in excess of billings on uncompleted contracts	$	87,585		$	46,603		$	40,982
Retainage receivable		6,965			23,517			(16,552	)
Total contract assets		94,550			70,120			24,430

Contract liabilities, current and non-current:
Billings on uncompleted contracts in excess of costs and estimated earnings		(5,367	)		(50,490	)		45,123
Forward loss reserve		(42,248	)		(52,147	)		9,899
Total contract liabilities		(47,615	)		(102,637	)		55,022
Net	$	46,935		$	(32,517	)	$	79,452

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." A certain portion of our retainage receivable contract asset balance is non-current, and therefore is not presented on a net basis against the associated contract liabilities that are current. 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 $37 million during the nine months ended October 3, 2025 that was included in contract liabilities as of January 3, 2025.

The Company’s timing of revenue recognition may not be consistent with its rights to bill and collect cash from its clients. 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:


	October 3,			January 3,
	2025			2025
(In thousands)
Total accounts receivable, gross	$	42,609		$	43,942
Allowance for credit losses		(824	)		(954	)
Accounts receivable, net	$	41,785		$	42,988

Substantially all contract assets as of October 3, 2025 and January 3, 2025 are expected to be collected within the Company’s estimated operating cycle, except for retainage and claims pertaining to certain contracts. The Company’s operating cycle may extend beyond one year.

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. With respect to one Non-Core Project, the Company continues to discuss potential change orders and/or changes in scope to the project, each of which or in the aggregate have

the potential to materially impact the Company’s results of operations. The Company may take legal action if it and the customer cannot reach a mutually acceptable resolution. With respect to another Non-Core Project, the Company completed the services of an operation and maintenance contract in the third quarter of fiscal year 2025 that was previously winding down.

Information about significant customers


Significant Customers as a Percentage of Accounts Receivable, Net
As of October 3, 2025
Customer one		42.5%

As of January 3, 2025
Customer one		40.6%
Customer two		20.2%


Significant Customers as a Percentage of Revenue
Three Months Ended October 3, 2025
Customer one		21.4%
Customer two		18.6%
Customer three		11.1%

Three Months Ended September 27, 2024
Customer one		22.8%
Customer two		11.9%
Customer three		11.8%
Customer four		10.8%


Significant Customers as a Percentage of Revenue
Nine Months Ended October 3, 2025
Customer one		16.1%
Customer two		14.6%
Customer three		12.9%
Customer four		11.8%

Nine Months Ended September 27, 2024
Customer one		17.3%
Customer two		14.6%
Customer three		12.1%

Revisions in Estimates

Changes in contract estimates resulted in net increases in gross margin of $2 million for the three months ended October 3, 2025, primarily due to lower cost estimates on favorable scope close out on a Shimmick water project as well as a Non-Core bridge project. Changes in contract estimates resulted in net decreases in gross margin of $7 million for the nine months ended October 3, 2025, primarily due to cost increases related to delays and lower productivity on a federal lock and dam Non-Core Project.

Changes in contract estimates resulted in net increases in gross margin of $7 million for the three months ended September 27, 2024, primarily due to the favorable Golden Gate Bridge Project (the "GGB Project") settlement, partially offset by increased forecasted cost to complete loss jobs. Changes in contract estimates resulted in net decreases in gross margin of $44 million for the nine months ended September 27, 2024, primarily due to the settlement on a federal lock and dam Non-Core Project and increased forecasted cost to complete loss jobs, partially offset by the favorable GGB Project settlement.

Note 4. Joint Ventures and Variable Interest Entities

A summary of financial information of the consolidated joint ventures is as follows:


	October 3,		January 3,
	2025		2025
(In thousands)
Current assets	$	9,628	$	11,063
Total assets	$	9,628	$	11,063
Current liabilities	$	35,753	$	63,512
Non-current liabilities		3,460		2,433
Total liabilities	$	39,213	$	65,945


	Three Months Ended				Nine Months Ended
	October 3,		September 27,		October 3,		September 27,
	2025		2024		2025		2024
(In thousands)
Revenue	$	4,860	$	38,136	$	17,089	$	45,494

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.

A summary of financial information of the unconsolidated joint ventures, as derived from their financial statements, is as follows:


	October 3,		January 3,
	2025		2025
(In thousands)
Current assets	$	46,194	$	60,738
Non-current assets		3,103		9,573
Total assets	$	49,297	$	70,311
Current liabilities	$	23,361	$	28,351
Total liabilities	$	23,361	$	28,351


	Three Months Ended						Nine Months Ended
	October 3,			September 27,			October 3,			September 27,
	2025			2024			2025			2024
(In thousands)
Revenue	$	16,400		$	21,393		$	47,869		$	53,018
Cost of revenue		16,719			22,996			48,318			61,821
Gross margin	$	(319	)	$	(1,603	)	$	(449	)	$	(8,803	)
Net loss	$	(319	)	$	(1,603	)	$	(449	)	$	(8,803	)

The Company recognized equity in earnings of unconsolidated joint ventures of $312 thousand and $1 million for the three and nine months ended October 3, 2025, respectively, and equity in earnings (loss) of unconsolidated joint ventures of $1 million and $(1) million for the three and nine months ended September 27, 2024, 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
	October 3,		September 27,		October 3,		September 27,
	2025		2024		2025		2024
(In thousands)
Revenue	$	150	$	474	$	590	$	1,207

Amounts included in the condensed consolidated balance sheets related to services provided to unconsolidated joint ventures as of October 3, 2025 and January 3, 2025 are as follows:


	October 3,		January 3,
	2025		2025
(In thousands)
Accounts receivable, net	$	2,260	$	2,098

Note 5. Property, Plant and Equipment and Intangible Assets

The following tables summarize the components of property, plant and equipment as of October 3, 2025 and January 3, 2025 and depreciation expense for the three and nine months ended October 3, 2025 and September 27, 2024:


	October 3,			January 3,
(In thousands)	2025			2025
Building and land	$	171		$	171
Machinery, equipment, and vehicles		52,114			51,227
Office equipment, software and construction in progress		6,942			6,876
Property, plant and equipment, gross		59,227			58,274
Accumulated depreciation		(46,729	)		(39,142	)
Property, plant and equipment, net	$	12,498		$	19,132


	Three Months Ended				Nine Months Ended
	October 3,		September 27,		October 3,		September 27,
	2025		2024		2025		2024
(In thousands)
Depreciation expense	$	2,400	$	2,737	$	7,707	$	9,515

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 tables present the Company’s finite-lived intangible assets, including the weighted average useful lives for each major intangible asset category and in total:


	October 3, 2025
(In thousands)	Weighted Average Remaining Useful Life in Years		Intangible Assets, Gross		Accumulated Amortization			Intangible Assets, Net
Trademark		2.3	$	10,600	$	(7,192	)	$	3,408
Customer contracts		1.3		6,373		(5,046	)		1,327
Total			$	16,973	$	(12,238	)	$	4,735


	January 3, 2025
(In thousands)	Weighted Average Remaining Useful Life in Years		Intangible Assets, Gross		Accumulated Amortization			Intangible Assets, Net
Trademark		3	$	10,600	$	(6,057	)	$	4,543
Customer contracts		2		6,373		(4,249	)		2,124
Total			$	16,973	$	(10,306	)	$	6,667

The Company’s estimated aggregate remaining amortization is as follows:


	Amortization
(In thousands)	Expense
2025	$	645
2026		2,577
2027		1,513
Total	$	4,735

Note 6. Debt

Total debt outstanding in the condensed consolidated balance sheets is comprised of the following:


(In thousands)	October 3, 2025			January 3, 2025
Credit Agreement	$	33,636		$	11,503
ACF Credit Agreement		14,280			—
Ansley Loan Agreement		12,971			—
Unamortized debt issuance costs		(3,391	)		(2,025	)
Total debt, net		57,496			9,478
Less: Short-term debt, net		3,446			—
Total long-term debt, net	$	54,050		$	9,478

Credit Agreement

On May 20, 2024, the Company, as guarantor, and its wholly-owned subsidiaries as borrowers (“Borrowers”), Alter Domus (US) LLC, as agent, and AECOM and Berkshire Hathaway Specialty Insurance Company (“BHSI”) as lenders, entered into a revolving credit facility (the “Credit Agreement”), which was most recently amended on October 31, 2025 to, among other things, permit the Company’s concurrent amendment to the Revolving Credit Facility and waive the specified noncompliance of the Material Project Documents covenant regarding entering into non-bonded contracts. As amended, the Credit Agreement provides borrowing capacity up to $60 million. The obligations under the Credit Agreement bear interest at a per annum rate equal to One Month Term SOFR (as defined in the Credit Agreement), subject to a 1.00% floor, plus 3.50%. Interest on any outstanding amounts drawn under the Credit Agreement will be payable, in kind or in cash at our election, on the last day of each month and upon prepayment. Payment-in-kind interest accrued and capitalized shall not constitute loan outstanding amounts for the purposes of calculating loan availability.

The Credit Agreement matures on May 20, 2029 (the “Maturity Date”), and the Borrowers may borrow, repay and reborrow amounts under the Credit Agreement until the Maturity Date.

Obligations of the Borrowers under the Credit Agreement are guaranteed by the Company and secured by a lien on substantially all assets of the Company and the Borrowers.

The Credit Agreement contains customary affirmative and negative covenants for a transaction of this type, including covenants that limit liens, asset sales and investments, in each case subject to negotiated exceptions and baskets. In addition, the Credit Agreement contains a maximum leverage ratio covenant as tested quarterly commencing with the close of the fourth quarter of 2026. The Credit Agreement also contains representations and warranties and event of default provisions customary for a transaction of this type. The
Company is not aware of any instances of noncompliance with non-financial or financial covenants as of October 3, 2025.

ACF Credit Agreement

On March 12, 2025, we entered into a credit agreement (“ACF Credit Agreement”) with ACF FINCO I LP, which provides a total commitment of $15 million and bears interest at an annual rate of adjusted term SOFR (as defined in the ACF Credit Agreement), subject to a 2.0% floor, plus 4.50%. Further, the ACF Credit Agreement is subject to an annual unused line fee of 0.50%. The ACF Credit Agreement includes certain financial operating covenants, including a minimum liquidity requirement of $5 million. The ACF Credit Agreement matures on the earlier of March 12, 2028 or 90 days prior to the maturity date of the Credit Agreement. As of October 3, 2025, we are not aware of any instances of noncompliance with non-financial or financial covenants.

Ansley Loan Agreement

On March 31, 2025, we entered into a loan and security agreement (the “Ansley Loan Agreement”) with Ansley Park Capital LLC which provides for a borrowing capacity of $15.0 million as evidenced by two promissory notes (each, a “Promissory Note,” and together, the “Promissory Notes”).

Each Promissory Note has a maturity date of April 1, 2031, and accrues interest at a rate of 12.50% per annum. Pursuant to the terms of the Ansley Loan Agreement, we granted a security interest in (a) certain items of equipment described therein, (b) all leases, rental contracts, chattel paper, accounts, security deposits and general intangibles relating thereto and (c) and any and all proceeds thereof as collateral for the payments under the Ansley Loan Agreement. The Ansley Loan Agreement contains customary affirmative and negative covenants for a transaction of this type. In connection with the Ansley Loan Agreement, we entered into a separate
guaranty agreement (each, a “Guaranty Agreement,” and together, the “Guaranty Agreements”) in favor of the Ansley Park
Capital LLC unconditionally guaranteeing our liabilities and the liabilities of one of our wholly-owned subsidiaries under the
Ansley Loan Agreement. As of October 3, 2025, we are not aware of any instances of noncompliance with non-financial or financial covenants.

Revolving Credit Facility

On March 27, 2023, we entered into the Revolving Credit Facility with MidCap Financial Services, LLC, which originally provided a total commitment of $30 million. The Revolving Credit Facility was terminated on March 12, 2025 upon execution of the ACF Credit Agreement.

During the three and nine months ended October 3, 2025, the Company paid $450 thousand and $1 million in cash interest, respectively, and accrued $3 million in non-cash payment-in-kind interest as of October 3, 2025.

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 the three and nine months ended October 3, 2025 and September 27, 2024.

For the three and nine months ended October 3, 2025 and September 27, 2024, the deferred tax provision resulting from the current year loss is completely offset by the valuation allowance, resulting in zero tax expense.

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 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 the evidence, giving more weight to the evidence that was objectively verifiable, a valuation allowance of $174 million and $170 million as of October 3, 2025 and January 3, 2025, 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.

On July 4, 2025, the President signed into law the One Big Beautiful Bill Act ("OBBBA") which includes various modifications to the federal tax law and other regulatory provisions. Among its provisions, it retroactively reinstates 100% bonus depreciation for qualified property placed in service on or after January 20, 2025. The Company has evaluated the provisions in the OBBBA and determined that the bonus depreciation provision of the OBBBA could have a material impact on the Company's future income tax expense. However, this change will be entirely offset by the full valuation allowance, and therefore, will not impact income tax expense.

Note 8. Stock-Based Compensation

On April 12, 2021, the Company’s Board of Directors (the "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 was 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 automatically increases annually on the first day of each fiscal year, beginning with the 2024 fiscal year in an amount equal to five percent (5%) of common stock outstanding on the last day of the immediately preceding fiscal year unless the plan administration determines that a lesser amount should instead be issued. The shares reserved under the 2023 Omnibus Incentive Plan are for issuance of incentive instruments, including stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance units and other share-based awards.

Total compensation expense related to stock-based grants was $5 million and $3 million for the nine months ended October 3, 2025 and September 27, 2024, respectively. Unrecognized compensation expense related to stock-based grants to employees of Shimmick outstanding was $3 million and $7 million as of October 3, 2025 and September 27, 2024, respectively, to be recognized on a straight-line basis over the awards’ weighted average remaining vesting period of 0.9 year and 1 year as of October 3, 2025 and September 27, 2024, respectively.

For the nine months ended October 3, 2025, 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 January 3, 2025		3,337,150		$	1.26	$	0.66		6.3
Exercised		(1,261,626	)		1.26		0.66		—
Forfeited & expired		(211,105	)		1.26		0.66		—
Outstanding as of October 3, 2025		1,864,419			1.26		0.66		5.6
Exercisable as of October 3, 2025		1,864,419		$	1.26	$	0.66		5.6

The following table summarizes the activities for unvested Shimmick restricted stock units for the nine months ended October 3, 2025:


	Restricted Stock Units
	Number of shares			Weighted average grant date fair value
Unvested as of January 3, 2025		2,617,110		$	2.88
Awarded		644,124			1.59
Forfeited		—			—
Vested		(1,484,789	)		2.75
Unvested as of October 3, 2025		1,776,445		$	2.52

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 and restricted stock units. 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 1.9 million and 3.4 million employee stock options as of October 3, 2025 and September 27, 2024, respectively, and 1.8 million and 2.4 million restricted stock units as of October 3, 2025 and September 27, 2024, respectively, were excluded from the calculation of diluted earnings per share as they are antidilutive to the EPS calculation.

The computation of basic and diluted EPS is as follows:


	Three Months Ended						Nine Months Ended
(In thousands, except per share data)	October 3, 2025			September 27, 2024			October 3, 2025			September 27, 2024
Numerator:
Net loss attributable to Shimmick Corporation	$	(4,396	)	$	(1,564	)	$	(22,691	)	$	(86,286	)
Numerator for basic and diluted EPS	$	(4,396	)	$	(1,564	)	$	(22,691	)	$	(86,286	)

Denominator:
Denominator for basic EPS - weighted average shares		35,397			33,723			34,886			29,127
Effect of dilutive securities:
Employee stock options		—			—			—			—
Restricted stock units		—			—			—			—
Dilutive potential common shares		—			—			—			—
Denominator for diluted EPS - adjusted weighted average shares and assumed conversions		35,397

Shimmick Corp 10-Q