Shimmick Corp

Irvine, CA – Office · Leased · 6,000 sq. ft.

Suisun, CA – Office · Leased · 10,221 sq. ft.

Riverside, CA – Equipment Facility · Leased · 13,289 sq. ft.

Richmond, CA - Office · Leased · 7,575 sq. ft.

Tracy, CA - Equipment Facility · Leased · 10,000 sq. ft., 43 acres

Denver, CO – Office · Leased · 7,211 sq. ft.

Boise, ID – Office · Leased · 1,704 sq. ft.

Chattanooga, TN - Office · Leased · 570 sq. ft.

• Our failure to meet the schedule or performance requirements of our contracts could adversely affect us.
• Adverse weather conditions may cause delays, which could slow completion of our contracts and negatively affect our revenue and cash flows.
• Design-build contracts subject us to the risk of design errors and omissions.
• If we are unable to attract and retain qualified managers and skilled employees or if we were to lose the benefit of the experience, efforts and abilities of one or more certain key personnel, we will be unable to operate efficiently, which could reduce our revenue, profitability and liquidity.
• Our failure to adequately collect for extra or change order work or recover on claims brought by us against customers or other project participants for additional contract costs could have a negative impact on our liquidity and future operations.
• Our operations are subject to hazards that may cause personal injury or property damage. Failure to maintain safe work sites could subject us to liabilities and possible losses, which may not be covered by insurance.
• We could incur material costs and losses as a result of claims that our materials do not meet regulatory requirements or contractual specifications.
• We may incur higher costs to lease, acquire and maintain equipment necessary for our operations, and the market value of our owned equipment may decline.
• Force majeure events, such as natural disasters, epidemics, pandemics and terrorists' actions, could negatively impact our business, which may affect our financial condition, results of operations or cash flows.
• We may choose, or be required, to pay our subcontractors even if our customers do not pay, or delay paying us for the related services.
• Our subcontractors may fail to satisfy their obligations to us or other parties, or we may be unable to maintain these relationships, either of which may have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows and growth prospects.
• Our business has been affected by numerous economic factors, including inflation, volatile financial markets, supply chain disruptions, evolving tariff and trade policies and shortages of materials and labor.
• An inability to obtain bonding could limit the aggregate dollar amount of contracts that we are able to pursue.
• Although the infrastructure market is relatively less susceptible to fluctuations in the market, economic downturns or reductions in government funding of infrastructure projects could reduce our revenue and profits and have a material adverse effect on our results of operations.
• Our ability to expand our capacity related to specialized, high-performance electrical and power distribution
• solutions may be limited, and our expansion strategy may not succeed.
• We generate a significant portion of our revenue in California and adverse changes to the economy and business environment in the state has had an adverse effect on, and could continue to adversely affect, our operations, which could lead to lower revenue and reduced profitability.
• We work in a highly competitive marketplace.
• The cancellation of significant contracts or our disqualification from bidding for new contracts could reduce our revenue and profits and have a material adverse effect on our results of operations.
• We have a limited operating history as an independent company and have been historically dependent on our prior owner, AECOM.
• We may be required to make additional payments to our prior owner pursuant to contractual arrangements.
• If our prior owner defaults on its contractual obligations under agreements in which we are a beneficiary, our business could be materially and adversely impacted.
• Timing of the award and performance of new contracts could have an adverse effect on our results of operations and cash flows.
• Our participation in construction joint ventures exposes us to liability and/or harm to our reputation for failures of our partners.
• Our dependence on a limited number of customers could adversely affect our business and results of operations.
• Strikes or work stoppages could have a negative impact on our operations and results.
• Our dependence on subcontractors and suppliers of materials could increase our costs and impair our ability to complete contracts on a timely basis or at all, which would adversely affect our profits and cash flows.
• An inability to secure sufficient aggregates could have a negative impact on our future results of operations.
• Unavailability of insurance coverage could have a negative effect on our operations and results.
• Acquisition activity presents certain risks to our business, operations and financial condition, and we may not realize the financial and strategic goals contemplated at the time of a transaction.
• Amounts included in our backlog may not result in actual revenue or translate into profits. Our backlog is subject to cancellation and unexpected adjustments and therefore is an uncertain indicator of future results of operations.
• The method of recognizing revenue over time using an input method based on costs incurred relative to total expected costs involves significant estimates which may result in material adjustments, which could result in a charge against our earnings.
• We may be required to make significant future contributions to multiemployer pension plans in which we participate.
• Debt agreements governing our current indebtedness contain, and debt agreements governing our future indebtedness may contain, certain covenants and other restrictions that may limit our ability to operate our business. Failure to comply with such covenants and other restrictions, or our inability to service any current indebtedness or future indebtedness, could adversely impact our business.
• We may need to raise additional capital in the future for working capital, capital expenditures and/or acquisitions, and we may not be able to do so on favorable terms or at all, which could impair our ability to operate our business or achieve our growth objectives.
• We must manage our liquidity carefully to fund our working capital.
• Because our industry is capital-intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume.
• We rely on IT systems to conduct our business, and disruption, failure or security breaches of these systems could adversely affect our business and results of operations.
• Cybersecurity attacks on or breaches of our information technology environment could result in business interruptions, remediation costs and/or legal claims.
• Our business is seasonal and is affected by adverse weather conditions and the spending patterns of our customers, exposing us to variable quarterly results.
• Pandemics and public health emergencies could materially disrupt our business and negatively impact our results of operations, cash flows and financial condition.
• We have recorded intangible assets that could become impaired and adversely affect our results of operations. Assessing whether impairment has occurred requires us to make significant judgments and assumptions about the future, which are inherently subject to risks and uncertainties, and if actual events turn out to be materially less favorable than the judgments we make and the assumptions we use, we may be required to record impairment charges in the future.
• Both we and our customers use certain commodity products that are subject to significant price fluctuations. These fluctuations may have a material adverse effect on both our and our customers' financial condition, results of operations and cash flows. Fluctuations in commodity prices may also affect our customers' investment decisions and therefore subject us to risks of cancellation, delays in existing work, or changes in the timing and funding of new awards.
• Our financial results could be impacted by uncertainty in U.S. trade policy, including uncertainty surrounding changes in tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments.
• Environmental laws and regulations and any changes to, or liabilities arising under, such laws and regulations could have a material adverse effect on our financial condition, results of operations and liquidity.
• Our failure to comply with the regulations of EPA, OSHA and state and local agencies that oversee safety compliance could adversely affect our business, financial condition, results of operations, profitability, cash flows and growth prospects.
• A change in tax laws or regulations of any federal or state jurisdiction in which we operate could increase our tax burden and otherwise adversely affect our business, financial condition, results of operations and cash flows.
• From time to time, we are involved in litigation proceedings, potential liability claims and contract disputes which may reduce our profits.
• Although climate change and increasing regulations often drive demand for infrastructure, climate change, and related legislative and regulatory responses to climate change, may have a long-term impact on our business.
• Focus by stakeholders on policies and practices related to corporate responsibility could result in additional costs and could adversely impact our reputation, investor perception, employee retention and willingness of third parties to do business with us.
• Deterioration of the United States economy could have a material adverse effect on our business, financial condition and results of operations.
• Our controlling stockholder is able to exert substantial influence.
• Because we are relying on the exemptions from corporate governance requirements as a result of being a “controlled company” within the meaning of the Nasdaq listing standards, you do not have the same protections afforded to stockholders of companies that are subject to such requirements.
• Future sales or other dilution of our equity could adversely affect the market price of our common stock.
• We do not anticipate paying any cash dividends in the foreseeable future. Therefore, if our share price does not appreciate, our investors may not experience gains and could potentially lose on their investment in our shares.
• Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of management.
• Our amended and restated charter documents provide that the Court of Chancery of the State of Delaware (or if such court does not have jurisdiction, another state or the federal courts (as appropriate) located within the State
• of Delaware) will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or stockholders.
• If we are unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act as it applies to an emerging growth company or if we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our financial statements and our share price may be adversely affected.
• Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
• We are an emerging growth company and a smaller reporting company, and because we take advantage of specified reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies, our financial statements may not be comparable to companies that comply with public company effective dates, which may make our common stock less attractive to investors.