Shimmick Corp

ROC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 27,2024

OR

Commission File Number:001-41867

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code:(833)723-2021

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

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.

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 7, 2024, the registrant had 33,796,922 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 December 29, 2023 ("Form 10-K") and those described from time to time in our future reports with 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:

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

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the impact of our fixed-price contracts,

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qualifying as an eligible bidder for contracts

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

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

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

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

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marketplace competition,

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our inability to obtain bonding

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

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our relationship and transactions with our prior owner, AECOM,

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

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our limited number of customers,

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dependence on subcontractors and suppliers of materials,

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any inability to secure sufficient aggregates,

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an inability to complete a merger or acquisition or to integrate an acquired company’s business,

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adjustments in our contact backlog,

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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,

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material impairments,

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

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the adequacy of sources of liquidity,

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

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seasonality of our business,

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pandemics and health emergencies,

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commodity products price fluctuations, inflation and/or elevated interest rates,

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liabilities under environmental laws, compliance with immigration laws, and other regulatory matters, including changes in regulations and laws,

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climate change

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deterioration of the U.S. economy, and

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uncertain political conditions (including {as a result of the }2024 elections) and geopolitical risks, including those related to the war between Russia and Ukraine, the conflict in the Gaza strip and the conflict within 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.

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