What changed in this filing

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Item 1. Business

2025-03-07 compared with 2024-03-08 · 34 added, 91 removed, 326 unchanged (28% of the section changed)

19 unchanged sentences

We believe the energy services market will continue to expand in response to the increasing awareness of global warming, climate change issues, and the advent of new technologies in renewable energy generation and the electrification of the nation’s economy.

In addition, the rapid growth in artificial intelligence is creating increased power demand from data centers and thus becoming a new catalyst in expanding the energy services market.

Private industry and public agencies increasingly seek out cost-effective, turnkey solutions that provide innovative plans, tools, and solutions to address energy efficiency, renewable energy, water conservation and sustainability.

21 unchanged sentences

Engineering and Consulting

During fiscal year 2023, we derived 22.7% of our Energy segment contract revenues from two customers, the Los Angeles Department of Water and Power (“LADWP”) and the Dormitory Authority State of New York (“DASNY”).

During fiscal year 2024, we derived 10.7% of our Energy segment contract revenues from one customer, Southern California Edison.

During fiscal year 2024, we had no individual customers that accounted for more than 10% of our Engineering and Consulting segment contract revenues.

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Our Engineering and Consulting segment provides civil engineering-related construction management, building and safety, city engineering office management, city planning, civil design, geotechnical, material testing and other engineering consulting services to our clients.

Our engineering services include traffic, bridges, rail, port, water, mining and other civil engineering projects.

Our engineering services include traffic, bridges, rail, port, water, and other civil engineering projects.

We also provide economic and financial consulting to public agencies.

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Our building and safety services range from managing and staffing an entire municipal building department to providing specific outsourced services, such as plan review and field inspections for code compliance.

Other related services under this umbrella include performing accessibility compliance and providing disaster recovery teams, energy compliance evaluations, permit processing and issuance, seismic retrofitting programs, and structural plan review.

Other related services under this umbrella include performing accessibility compliance and providing disaster recovery teams, energy compliance evaluations, fire and life safety, permit processing and issuance, seismic retrofitting programs, and structural plan review.

Many of our building and safety services contracts are with municipalities and counties where we supplement the capacity of in-house staff.

City Engineering and Code Enforcement.

We provide municipalities with city engineering services related to the public works department needs and assist with the development, implementation and enforcement of building and development codes.

We provide municipalities with city engineering services related to the public works department needs and assist with the development and capital improvements implementation, and enforcement of building and development codes.

These services are tailored to the unique needs of each municipality, ranging from staffing an entire engineering department to carrying out specific projects within a municipality.

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We provide disaster recovery services to cities, counties and local government.

Our experience in disaster recovery includes assisting communities in the disaster recovery process following earthquakes, firestorms, mudslides and other natural disasters.

Our experience in disaster recovery includes assisting communities in the disaster recovery process following earthquakes, firestorms, hurricanes, mudslides and other natural disasters.

We typically organize and staff several local disaster recovery centers which function as “one-stop permit centers” that guarantee turn-around performance for fast-track plan checking and inspection services.

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We administer special districts on behalf of public agencies.

The types of special districts administered include community facilities districts (in California, Mello-Roos districts), assessment districts, landscape and lighting districts, school facilities improvement districts, benefit assessment districts, fire suppression districts, and business improvement districts.

The types of special districts administered include property assessed clean energy (PACE), community facilities districts (in California, Mello-Roos districts), assessment districts, landscape and lighting districts, school facilities improvement districts, benefit assessment districts, fire suppression districts, and business improvement districts.

Our district administration services include calculating the annual levy for each parcel in the district;

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We perform economic analyses and financial projects for public agencies, including fee and rate studies;

utility rate analysis;

utility rate analyses;

utility system appraisals and asset acquisitions;

economic development and redevelopment planning;

Community Choice Aggregation feasibility studies, in which local entities contemplate aggregating buying power in order to secure alternative energy supply contracts;

real estate and market analysis associated with planning efforts, and development fee studies;

development and implementation of land-based financing districts to provide revenue for public facilities and services;

feasibility analyses, formation assistance, long-term financial plans, and annual district administration of Texas special districts (Public Improvement Districts, Tax Increment Reinvestment Zones, and Municipal Management Districts);

real estate and market analyses associated with planning efforts;

development fee studies;

special district formation and other special projects.

1 unchanged sentence

We offer several services that support bonded debt compliance reporting for cities, counties, states, school districts, water districts, housing authorities, 501(c)(3) and other municipal entities.

We provide federal compliance services to approximately 760 issuers in 43 states and the District of Columbia managing approximately $68 billion in municipal debt.

federal compliance services to approximately 750 issuers in 43 states and the District of Columbia managing approximately $69 billion in municipal debt.

The following are examples of typical projects we have performed in the Engineering and Consulting segment:

6 unchanged sentences

We provided construction management and public works inspection services for the City’s capital improvement and street maintenance programs.

The projects involve building tenet improvements, landscaping, asphalt overlays, ADA compliance ramps, sidewalks, storm drains, water lines, sewer installations, underground utility improvements and other appurtenant work.

The projects involve building tenant improvements, landscaping, asphalt overlays, ADA compliance ramps, sidewalks, storm drains, water lines, sewer installations, underground utility improvements and other appurtenant work.

We acted as the Owner’s Representative and Construction Manager responsible for coordinating all aspects of the construction, including coordination with the City’s Building Inspection Staff.

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Plan reviewers are assigned residential new construction, additions and remodels reviews.

● Contra Costa County, California, Financial Services.

We provided finance review, financial analysis, and contract administration services for the Contra Costa County Public Works Department.

Willdan provided municipal services in a variety of professional and technical administrative and finance measures.

● Property Assessed Clean Energy (“PACE”).

PACE is a financing mechanism that enables low-cost, long-term funding for energy efficiency, renewable energy and water conservation projects.

PACE financing is repaid as an assessment on the property owner’s regular tax bill, and is processed the same way as other local public benefit assessments that have been utilized for decades.

Depending on local legislation, PACE can be used to pay for new heating and cooling systems, solar panels, insulation and more for commercial, nonprofit and residential properties.

This allows property owners to implement improvements without a large up-front cash payment.

We have partnered with Ygrene Energy Fund to provide a national PACE program.

● City of Sherman, Texas, Financial Services .

We assist the City of Sherman with navigating the financial aspects of the largest capital projects in the city’s history to support $3 billion in private investment for chip and wafer manufacturing.

We completed a Water and Wastewater Utility Rate Study, and provide economic development decision support, and ongoing comparative scenario analyses, and hold briefings and alignment workshops for elected officials.

● Great Lakes Water Authority (“GLWA”), Detroit, Michigan, Financial Services.

We serve as GLWA’s rate and financial consultant.

We provide annual cost of service studies, proposed schedule of recommended rates and charges, community-specific charge calculation sheets, member outreach and public hearing presentations regarding proposed changes to water and wastewater service charges, and other related support services at the request of GLWA.

Our clients primarily consist of investor and municipal owned energy utilities, public and governmental agencies including cities, counties, redevelopment agencies, water districts, school districts and universities, state agencies, federal agencies and a variety of other special districts and agencies.

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In fiscal year 2024, services provided to clients in California accounted for 43.9% of our consolidated contract revenue, and services provided to clients in New York accounted for 23.6% of our consolidated contract revenue.

We collaborate with the LADWP through the Commercial Direct Install Program, which is a small business lighting energy efficiency program that serves all commercial customers in LADWP territory with demand up to 250kW.

On average, this program typically implements approximately 8,000 energy efficiency projects a year and has implemented over 106,000 projects since program inception in 2008.

5 unchanged sentences

We continue to implement programs across these four states and have completed over 35,000 projects for Duke Energy resulting in over 925,000 MWh in savings to small businesses.

We implement Consolidated Edison’s Small and Medium Business Program across the utility's New York City and Westchester County service area.

After giving effect to renewals and extensions, this Consolidated Edison contract continues through the end of 2025.

We also implement the Consolidated Edison Multifamily program, their largest energy efficiency program.

After giving effect to renewals and extensions, that contract continues through the end of 2024.

Both programs help customers save energy, lower their bills and protect the environment by providing financial incentives to identify and buy down the cost of energy efficiency measures.

We implement Consolidated Edison’s Small and Medium Business Program across the utility's New York City and Westchester County service area, as well as Consolidated Edison’s Multifamily program, their largest energy efficiency program.

After giving effect to renewals and extensions, both contracts continue through the end of 2025.

These programs help customers save energy, lower their bills, and protect the environment by providing financial incentives to identify and buy down the cost of energy efficiency measures.

They also provide incentives to customers who electrify their buildings and reduce their carbon footprint by installing heat pumps.

To support this effort, we provide full-service program implementation including outreach and direct sales to potential commercial customers, on-site energy efficiency assessments, direct implementation of energy savings measures and participating contractor management.

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Award and incentive fees are recorded when they are fixed and determinable and consider customer contract terms.

For time-and-materials and fixed price contracts, we bill our clients periodically in accordance with the contract terms, based on costs incurred on either an hourly fee basis or on a percentage of completion basis or upon the achievement of certain prescribed milestones, as the project progresses.

achievement of certain prescribed milestones, as the project progresses.

For unit-based contracts, we bill our clients upon delivery and completion of the contracted item or service, and in some cases, in advance of delivery.

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An integral part of our ability to attract and retain qualified talent depends on our ability to maintain a culture reflective of the diverse communities that we serve.

Willdan has a culture of acceptance, individuality, and respect, creating an environment where every employee feels included and empowered to contribute their unique perspectives, develop innovative ideas, and bring their best skills to work each day.

The health and safety of our employees is a core value and we continuously strive to provide a working environment that is reflective of that belief.

At Willdan, our leadership embraces and supports the efforts required to drive the proactive management of risk and the elevation of our safety culture.

In addition, to better communicate and market our safety objectives, our corporate safety council meets monthly and engages member representatives across the organization, bringing practical and timely information forward to share with our workforce.

Our Workforce

15 unchanged sentences

Holding Company Employees (Willdan Group, Inc.)

Diversity, Equity and Inclusion

Willdan has a culture of acceptance and individuality, where all employees feel respected, included, and encouraged to contribute their unique perspectives, develop innovative ideas, and bring their best skills to work each day.

We value the richness that diversity and inclusion bring to our workforce and are proud that our employees represent various races, genders, ages, national origins, and points of view.

Our culture is focused on hiring, empowering, and retaining highly talented employees and professionals with the diverse background and expertise required to develop solutions for the current and future energy and infrastructure challenges and to help us consistently raise the bar and drive innovation forward.

To encourage more diverse and talented people to join our team, we partner with professional organizations that represent and support a diverse pool of applicants.

We actively seek out and hire minority-owned subcontractors on our projects and, in conjunction with our clients, we regularly propose and achieve specific percentage content goals for the use of minority-owned and disadvantaged businesses in our projects.

These partnerships offer economic opportunity to local, minority-owned, and disadvantaged business enterprises.

At Willdan, we believe that we can better serve all communities by utilizing qualified employees, suppliers, and subcontractors that mirror the culture and demographics of the communities where we live and work.

We take pride in, and celebrate, our employees.

In 2020, we established Willdan’s Diversity, Equity, and Inclusion Working Group (“DEI Working Group”).

The DEI Working Group is designed to increase overall employee engagement and collaboration.

Among other things, the DEI Working Group focuses on recruiting, development and community outreach, and developing and tracking progress toward DE&I objectives.

The DEI Working Group is comprised of four employee-led subgroups:

(i) Business Partnerships, (ii) Community Outreach and Engagement, (iii) Inclusive Culture, and (iv) Recruitment.

Each subgroup is led by a chair or co- chairpersons championing the needs and well-being of stakeholders, including employees.

Collectively, the subgroups positively impact professional development, community outreach and business by creating and embracing cultural initiatives.

Our employees are highly engaged in the formation of Employee Resource Groups (“ERGs”).

We believe that ERGs foster a greater sense of community while increasing employee engagement, inclusiveness, representation, and collaboration.

All employees have the opportunity to initiate, join, and lead ERGs.

Employee Engagement and Development

Sustaining long-term growth requires continued investment in people, innovation, and new opportunities.

We continuously strive to improve upon our engagement between employees and management teams to drive our company goals and enhance the employee experience.

At all locations, we provide our employees with performance assessments and evaluations and professional development opportunities including access to job specific training.

We also provide our employees with training on workplace culture and enrichment through our learning platform, which covers topics such as anti-harassment, creating healthy work environments, inclusion, ethics and compliance.

To measure our human capital objectives, we continuously engage with our employees.

We provide several mechanisms for our employees to provide their feedback, including direct discussions with managers, company-wide employee surveys, and leadership meetings.

We review the company-wide employee survey results and implement

action plans aimed at enhancing employee satisfaction and alignment with our overall human capital strategy.

In 2021, we began collecting additional human capital metrics, such as employee gender ratios and other demographic information, and we have expanded the roster of universities at which we conduct recruiting activities.

We continue to invest in our employee development strategy by expanding our employee training and professional development programs.

In fiscal 2023, we expanded our online learning and development platform and launched a new intra-net employee communication platform.

Community Training

In 2020, we established and financed the Willdan Clean Energy Academy (“WCEA”), which offers free training and career services to disadvantaged workers in the New York City area.

In 2021, we increased the funding for this outreach effort, expanding WCEA to the Los Angeles City area.

In 2022, WCEA celebrated 500+ graduates and achieved a 73%+ successful employment outcome rate for unemployed and under-employed students/participants.

The WCEA supports a diverse workforce and collaborates with community-based organizations and workforce centers to support energy efficiency workforce development.

Workplace Safety

The health and safety of our employees is a core value and we continuously strive to provide a working environment that is reflective of that belief.

At Willdan, our leadership embraces and supports the efforts required to drive the proactive management of risk and the elevation of our safety culture.

We recognize the important role that every employee plays in preventing work-related injuries.

Training is an integral part of our Health and Safety Program and all employees receive the relevant safety training for their assigned tasks.

For those working on project sites, this includes a project-safety orientation prior to beginning work on the site, participation in weekly tailgate meetings, and additional in-depth safety training for those supervising or conducting job site observations.

Safety orientations also extend to our subcontractors and visitors who must access our project sites.

We track and report all safety incidents and use metrics such as recordable case rate (“RCR”) and lost-time incident rate (“LTIR”).

For context, lost-time injuries are those occurring in the workplace and resulting in an employee’s inability to work the next full workday.

A RCR describes the number of employees per 100 full-time employees that have been involved in an OSHA recordable injury or illness.

The LTIR is the number of lost-time injuries that occurred in a given period, relative to the total number of hours worked in the same period.

In 2023, we launched a more robust cloud-based environmental, health, and safety (“EH&S”) platform in support of our risk management efforts.

This enhanced system allows us to report incidents, document investigations, perform pre-mobilization inspections, conduct safety observations, record corrective actions, and publish dashboard management information for use in real-time.

The system also includes a learning management system module that administers a broad library of safety-related material, tracks assigned training, and verifies course completion, as well as an oversight module to monitor key requirements of our subcontractors’ safety compliance efforts.

This system helps us support safe and compliant working environments.

Environmental Stewardship

3 unchanged sentences

We help clients reduce carbon intensity to become cleaner, more sustainable organizations through measurement and goal setting, sustainable engineering designs, installation of more efficient lighting, heating and cooling measures and the development and implementation of master plans for environmental sustainability, carbon reduction and energy efficiency to meet specific goals.

This has led to energy-efficient upgrades at over 370,000 commercial buildings, schools, hospitals, and other public buildings.

Our program management activities for various utilities have yielded more than 8.8 billion kWh savings, and 110 million therms reductions over the past 16 years.

We are committed to measuring, disclosing, and reducing our greenhouse gas (“GHG”) emissions, and continue to incorporate sustainable practices in our operations.

Based on our most recent analyses, our primary emissions sources are leased office space, business travel, technology, and waste.

In addition, we are committed to minimizing our footprint and to achieving carbon neutrality.

Our greenhouse gas target is for a 50% reduction in our Scope 1 and Scope 2 emissions by the year 2030.

With our target set, we plan to more accurately measure, reduce, and then offset our remaining carbon emissions.

As a professional services firm focused on the clean energy transition, we see clear actions that can improve the energy efficiency and sustainability of our operations.

At Willdan, strong and effective corporate governance is the foundation of a well-run, sustainable business.

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The Board also oversees efforts by Willdan’s senior management team in managing mitigation of environmental and social risks.

We are managed under the direction of the Board, which is currently composed of eight directors.

We are managed under the direction of the Board, which is currently composed of seven directors.

As of the start of fiscal year 2024, the role of Chairman of the Board is separate from the role of CEO.

9 unchanged sentences

Consequently, we believe it is important to protect our brand identity through trademark registrations.

The Willdan, Willdan Group, Inc., Willdan Engineering, Willdan Energy Company, Willdan Financial Services, and Willdan Energy Solutions names are service marks of ours, and we have obtained a service mark for the Willdan and “W” logo.

We have also obtained federal service mark registration with the United States Patent and Trademark Office for the “Willdan” name and “Willdan Group, Inc.” name.

The name and logo of our proprietary

software, MuniMagic+ SM , our California energy efficiency CEDA, as well as our proprietary platform as a service VIEWPOINT are also registered marks, and we have registered a federal copyright for the source code for the MuniMagic+ SM software.

The name and logo of our proprietary software, MuniMagic+SM, our California energy efficiency CEDA, as well as our proprietary platform as a service VIEWPOINT are also registered marks, and we have registered a federal copyright for the source code for the MuniMagic+SM software.

In connection with our acquisitions, we have obtained the trademark for our “LoadSEER” software, have obtained the patent for “Optimization of Microgrid Energy Use and Distribution”, have obtained the service marks for the Enerpath, Enerworks and Lime/Green Dial Design, and have obtained the registered copyright of Lime, Lime Energy, and Main Street Efficiency, NEO, Net Energy Optimizer, Collaboration Analysis Research, and several Weidt Group designs.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business