Willdan Group, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements ​ ​ Page Report of Independent Registered Public Accounting Firm (PCAOB ID 173 ) 54 Consolidated Balance Sheets as of December 27, 2024 and December 29, 2023 56 Consolidated Statements of Comprehensive Income for each of the fiscal years in the three-year period ended December 27, 2024 57 Consolidated Statements of Stockholders’ Equity for each of the fiscal years in the three-year period ended December 27, 2024 58 Consolidated Statements of Cash Flows for each of the fiscal years in the three-year period ended December 27, 2024 59 Notes to Consolidated Financial Statements 60 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 53 Table of Contents Report of Independent Registered Public Accounting Firm ​ Stockholders and the Board of Directors of Willdan Group, Inc. Anaheim, California ​ Opinions on the Financial Statements and Internal Control over Financial Reporting ​ We have audited the accompanying consolidated balance sheets of Willdan Group, Inc. (the "Company") as of December 27, 2024 and December 29, 2023, the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 27, 2024, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 27, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). ​ In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 27, 2024 and December 29, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 27, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 27, 2024, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO. ​ Basis for Opinions ​ The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls Over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. ​ Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. As permitted, the Company has excluded the operations of Enica Engineering, PLLC. acquired during 2024, which is described in Note 13 of the consolidated financial statements, from the scope of management’s report on internal control over financial reporting. As such, it has also been excluded from the scope of our audit of internal control over financial reporting. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. ​ Definition and Limitations of Internal Control Over Financial Reporting ​ A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies 54 Table of Contents and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. ​ Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ Critical Audit Matter ​ The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Estimated costs to complete on fixed price contracts As discussed in Note 1 to the consolidated financial statements, revenues from fixed price contracts are recognized over time since control of the services is transferred continuously to the client. Generally, revenue is recognized using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying the Company’s performance obligations. We identified auditing management’s estimates of costs to complete on select fixed price contracts to be a critical audit matter. The critical audit matter relates to select long-term fixed price construction contracts, based on magnitude of estimated costs to complete and the stage of completion of the contract. These estimates require management to make assumptions about future events and, as a result, a high degree of auditor judgment is involved in auditing these estimates. Due to the factors above, auditing management’s estimates of costs to complete required extensive audit procedures. Our audit procedures related to the evaluation of estimated costs at completion for fixed price contracts included the following: ● Tested the design, implementation, and operating effectiveness of controls that are designed to address the reasonableness of estimates of costs to complete fixed price contracts. ● Evaluated the reasonableness of management’s estimates related to the cost to complete for fixed price contracts through testing of the key components of the estimated costs to complete, including, labor, materials, and subcontractor costs. ● Agreed a sample of contract costs incurred to supporting documentation. ● Performed inquiries of management and project personnel regarding facts and circumstances relevant to the accounting for a sample of such contracts. ● Recalculated revenue recognition based on the percentage of completion. ● Performed a retrospective review procedures to assess management’s historical ability to accurately estimate the transaction price and cost to complete of fixed price contracts. /s/ Crowe LLP ​ We have served as the Company's auditor since 2018. ​ Los Angeles, California March 6, 2025 55 Table of Contents WILLDAN GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET S (in thousands, except par value) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 29, ​ ​ 2024 2023 Assets Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 74,158 ​ $ 23,397 Restricted cash ​ ​ — ​ ​ — Accounts receivable, net of allowance for doubtful accounts of $ 1,313 and $ 866 at December 27, 2024 and December 29, 2023, respectively ​ 65,557 ​ 69,677 Contract assets ​ 88,528 ​ 93,885 Other receivables ​ 2,302 ​ 1,169 Prepaid expenses and other current assets ​ 4,979 ​ 3,888 Total current assets ​ 235,524 ​ 192,016 Equipment and leasehold improvements, net ​ 29,534 ​ 27,097 Goodwill ​ ​ 140,991 ​ ​ 131,144 Right-of-use assets ​ ​ 14,035 ​ ​ 12,465 Other intangible assets, net ​ ​ 29,414 ​ ​ 31,956 Other assets ​ 2,019 ​ 4,949 Deferred income taxes, net ​ ​ 13,346 ​ ​ 15,961 Total assets ​ $ 464,863 ​ $ 415,588 Liabilities and Stockholders’ Equity Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 33,766 ​ $ 33,193 Accrued liabilities ​ 62,776 ​ 54,129 Contingent consideration payable ​ ​ 2,500 ​ ​ — Contract liabilities ​ 21,556 ​ 13,183 Notes payable ​ 10,137 ​ 8,452 Finance lease obligations ​ 1,138 ​ ​ 1,186 Lease liability ​ ​ 5,804 ​ ​ 4,537 Total current liabilities ​ 137,677 ​ 114,680 Contingent consideration payable ​ ​ 1,713 ​ ​ — Notes payable, less current portion ​ ​ 79,350 ​ ​ 88,979 Finance lease obligations, less current portion ​ 1,379 ​ 1,184 Lease liability, less current portion ​ ​ 9,939 ​ ​ 9,758 Other noncurrent liabilities ​ ​ 462 ​ ​ 1,142 Total liabilities ​ ​ 230,520 ​ ​ 215,743 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ ​ ​ Preferred stock, $ 0.01 par value, 10,000 shares authorized, no shares issued and outstanding ​ — ​ — Common stock, $ 0.01 par value, 40,000 shares authorized; 14,169 and 13,682 shares issued and outstanding at December 27, 2024 and December 29, 2023, respectively ​ 142 ​ 137 Additional paid-in capital ​ 197,368 ​ 185,795 Accumulated other comprehensive income (loss) ​ ​ ( 314 ) ​ ​ ( 664 ) Retained earnings ​ 37,147 ​ 14,577 Total stockholders’ equity ​ 234,343 ​ 199,845 Total liabilities and stockholders’ equity ​ $ 464,863 ​ $ 415,588 ​ See accompanying notes to consolidated financial statements. ​ 56 Table of Contents WILLDAN GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ ​ 2024 2023 2022 Contract revenue ​ $ 565,798 ​ $ 510,095 ​ $ 429,138 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Direct costs of contract revenue (inclusive of directly related depreciation and amortization): ​ ​ ​ ​ ​ ​ ​ ​ ​ Salaries and wages ​ 93,543 ​ 89,915 ​ 82,972 Subcontractor services and other direct costs ​ 269,473 ​ 240,413 ​ 202,587 Total direct costs of contract revenue ​ 363,016 ​ 330,328 ​ 285,559 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit ​ 202,782 ​ 179,767 ​ 143,579 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ General and administrative expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Salaries and wages, payroll taxes and employee benefits ​ 105,373 ​ 95,556 ​ 81,801 Facilities and facility related ​ 9,718 ​ 9,565 ​ 9,287 Stock-based compensation ​ 7,388 ​ 5,323 ​ 8,373 Depreciation and amortization ​ 14,745 ​ 16,431 ​ 17,489 Other ​ 34,205 ​ 30,818 ​ 33,692 Total general and administrative expenses ​ 171,429 ​ 157,693 ​ 150,642 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) from operations ​ 31,353 ​ 22,074 ​ ( 7,063 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net ​ ( 7,801 ) ​ ( 9,413 ) ​ ( 5,328 ) Other, net ​ 3,127 ​ 1,930 ​ 939 Total other expense, net ​ ( 4,674 ) ​ ( 7,483 ) ​ ( 4,389 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) before income taxes ​ 26,679 ​ 14,591 ​ ( 11,452 ) Income tax (benefit) expense ​ 4,109 ​ 3,665 ​ ( 3,004 ) Net income (loss) ​ ​ 22,570 ​ ​ 10,926 ​ ​ ( 8,448 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized gain (loss) on derivative contracts, net of tax ​ ​ 350 ​ ​ ( 664 ) ​ ​ 38 Comprehensive income (loss) ​ $ 22,920 ​ $ 10,262 ​ $ ( 8,410 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (Loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 1.63 ​ $ 0.82 ​ $ ( 0.65 ) Diluted ​ $ 1.58 ​ $ 0.80 ​ $ ( 0.65 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 13,818 ​ 13,394 ​ 13,013 Diluted ​ 14,245 ​ 13,606 ​ 13,013 ​ ​ See accompanying notes to consolidated financial statements. 57 Table of Contents WILLDAN GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUIT Y (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Paid-in ​ Comprehensive ​ Retained ​ ​ ​ ​ Shares Amount Capital Income (Loss) Earnings Total Balance at December 31, 2021 12,804 ​ $ 128 ​ $ 167,032 ​ $ ( 38 ) ​ $ 12,099 ​ $ 179,221 Shares of common stock issued in connection with employee stock purchase plan 115 ​ ​ 1 ​ ​ 3,035 ​ ​ — ​ ​ — ​ ​ 3,036 Shares of common stock issued in connection with incentive stock plan ​ 34 ​ ​ — ​ ​ 274 ​ ​ — ​ ​ — ​ ​ 274 Shares used to pay taxes on stock grants ( 34 ) ​ ​ — ​ ​ ( 992 ) ​ ​ — ​ ​ — ​ ​ ( 992 ) Issuance of restricted stock award and units ​ 377 ​ ​ 4 ​ ​ ( 4 ) ​ ​ — ​ ​ — ​ ​ — Stock-based compensation expense — ​ ​ — ​ ​ 8,373 ​ ​ — ​ ​ — ​ ​ 8,373 Net income (loss) — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 8,448 ) ​ ​ ( 8,448 ) Net unrealized gain (loss) on derivative contracts ​ — ​ ​ — ​ ​ — ​ ​ 38 ​ ​ — ​ ​ 38 Balance at December 30, 2022 13,296 ​ $ 133 ​ $ 177,718 ​ $ ( 0 ) ​ $ 3,651 ​ $ 181,502 Shares of common stock issued in connection with employee stock purchase plan 182 ​ ​ 2 ​ ​ 2,779 ​ ​ — ​ ​ — ​ ​ 2,781 Shares of common stock issued in connection with incentive stock plan ​ 19 ​ ​ — ​ ​ 182 ​ ​ — ​ ​ — ​ ​ 182 Shares used to pay taxes on stock grants ( 11 ) ​ ​ — ​ ​ ( 205 ) ​ ​ — ​ ​ — ​ ​ ( 205 ) Issuance of restricted stock award and units ​ 196 ​ ​ 2 ​ ​ ( 2 ) ​ ​ — ​ ​ — ​ ​ — Stock-based compensation expense — ​ ​ — ​ ​ 5,323 ​ ​ — ​ ​ — ​ ​ 5,323 Net income (loss) — ​ ​ — ​ ​ — ​ ​ — ​ ​ 10,926 ​ ​ 10,926 Net unrealized gain (loss) on derivative contracts ​ — ​ ​ — ​ ​ — ​ ​ ( 664 ) ​ ​ — ​ ​ ( 664 ) Balance at December 29, 2023 13,682 ​ $ 137 ​ $ 185,795 ​ $ ( 664 ) ​ $ 14,577 ​ $ 199,845 Shares of common stock issued in connection with employee stock purchase plan 164 ​ ​ 2 ​ ​ 2,836 ​ ​ — ​ ​ — ​ ​ 2,838 Shares of common stock issued in connection with incentive stock plan ​ 222 ​ ​ 2 ​ ​ 2,757 ​ ​ — ​ ​ — ​ ​ 2,759 Shares used to pay taxes on stock grants ( 48 ) ​ ​ ( 1 ) ​ ​ ( 1,406 ) ​ ​ — ​ ​ — ​ ​ ( 1,407 ) Issuance of restricted stock award and units ​ 149 ​ ​ 2 ​ ​ ( 2 ) ​ ​ — ​ ​ — ​ ​ — Stock-based compensation expense — ​ ​ — ​ ​ 7,388 ​ ​ — ​ ​ — ​ ​ 7,388 Net income (loss) — ​ ​ — ​ ​ — ​ ​ — ​ ​ 22,570 ​ ​ 22,570 Net unrealized gain (loss) on derivative contracts ​ — ​ ​ — ​ ​ — ​ ​ 350 ​ ​ — ​ ​ 350 Balance at December 27, 2024 14,169 ​ $ 142 ​ $ 197,368 ​ $ ( 314 ) ​ $ 37,147 ​ $ 234,343 ​ See accompanying notes to consolidated financial statements. ​ 58 Table of Contents WILLDAN GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ ​ 2024 2023 2022 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 22,570 ​ $ 10,926 ​ $ ( 8,448 ) ​ Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 14,745 ​ 16,431 ​ ​ 17,489 ​ Other non-cash items ​ ​ ( 73 ) ​ ​ 1,445 ​ ​ — ​ Deferred income taxes, net ​ 2,615 ​ 2,582 ​ ​ ( 1,694 ) ​ (Gain) loss on sale/disposal of equipment ​ ( 15 ) ​ ( 63 ) ​ ​ ( 64 ) ​ Provision for doubtful accounts ​ 740 ​ 825 ​ ​ 243 ​ Stock-based compensation ​ 7,388 ​ 5,323 ​ ​ 8,373 ​ Accretion and fair value adjustments of contingent consideration ​ ​ 153 ​ ​ — ​ ​ 3,168 ​ Changes in operating assets and liabilities, net of effects from business acquisitions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable ​ 5,316 ​ ( 10,300 ) ​ ​ 6,766 ​ Contract assets ​ 5,778 ​ ( 10,825 ) ​ ​ ( 23,772 ) ​ Other receivables ​ ( 1,133 ) ​ 3,604 ​ ​ 1,494 ​ Prepaid expenses and other current assets ​ ( 1,091 ) ​ 2,566 ​ ​ ( 1,230 ) ​ Other assets ​ 2,953 ​ 5,717 ​ ​ 3,223 ​ Accounts payable ​ ( 831 ) ​ 4,360 ​ ​ ( 7,839 ) ​ Accrued liabilities ​ 4,707 ​ 5,030 ​ ​ 12,970 ​ Contract liabilities ​ 8,373 ​ 598 ​ ​ ( 914 ) ​ Right-of-use assets ​ ( 122 ) ​ 995 ​ ​ ( 332 ) ​ Net cash (used in) provided by operating activities ​ 72,073 ​ 39,214 ​ 9,433 ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchase of equipment, software, and leasehold improvements ​ ( 8,413 ) ​ ( 9,925 ) ​ ​ ( 9,602 ) ​ Proceeds from sale of equipment ​ ​ 34 ​ ​ 68 ​ ​ 75 ​ Cash paid for acquisitions, net of cash acquired ​ ​ ( 7,364 ) ​ ​ ( 1,600 ) ​ ​ — ​ Net cash (used in) provided by investing activities ​ ( 15,743 ) ​ ( 11,457 ) ​ ( 9,527 ) ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments on contingent consideration ​ — ​ ( 4,000 ) ​ ​ ( 10,206 ) ​ Receipt of restricted cash ​ ​ — ​ ​ — ​ ​ 10,679 ​ Payment on restricted cash ​ ​ — ​ ​ ( 10,679 ) ​ ​ — ​ Payments on notes payable ​ ​ ( 190 ) ​ ​ ( 1,631 ) ​ ​ ( 1,920 ) ​ Payments on debt issuance costs ​ ​ — ​ ​ ( 1,114 ) ​ ​ ( 177 ) ​ Proceeds from notes payable ​ — ​ — ​ ​ 1,718 ​ Borrowings under term loan facility and line of credit ​ ​ — ​ ​ 105,000 ​ ​ 20,000 ​ Repayments under term loan facility and line of credit ​ ​ ( 8,125 ) ​ ​ ( 112,875 ) ​ ​ ( 13,000 ) ​ Principal payments on finance leases ​ ( 1,444 ) ​ ( 1,304 ) ​ ​ ( 1,054 ) ​ Proceeds from stock option exercise ​ 2,759 ​ 182 ​ ​ 274 ​ Proceeds from sales of common stock under employee stock purchase plan ​ 2,838 ​ 2,781 ​ ​ 3,036 ​ Cash used to pay taxes on stock grants ​ ​ ( 1,407 ) ​ ​ ( 205 ) ​ ​ ( 992 ) ​ Net cash (used in) provided by financing activities ​ ( 5,569 ) ​ ( 23,845 ) ​ 8,358 ​ Net increase (decrease) in cash, cash equivalents and restricted cash ​ 50,761 ​ 3,912 ​ 8,264 ​ Cash, cash equivalents and restricted cash at beginning of period ​ 23,397 ​ 19,485 ​ 11,221 ​ Cash, cash equivalents and restricted cash at end of period ​ $ 74,158 ​ $ 23,397 ​ $ 19,485 ​ Supplemental disclosures of cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid (received) during the period for: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ $ 7,520 ​ $ 10,193 ​ $ 5,066 ​ Income taxes ​ 1,316 ​ ( 3,072 ) ​ ( 1,120 ) ​ Supplemental disclosures of noncash investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contingent consideration related to business acquisitions ​ $ 4,060 ​ $ — ​ $ — ​ Equipment acquired under finance leases ​ ​ 1,605 ​ ​ 961 ​ ​ 2,451 ​ See accompanying notes to consolidated financial statements. ​ ​ 59 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND OPERATIONS OF THE COMPAN Y Willdan Group, Inc. (“Willdan” or the “Company”) is a provider of professional, technical and consulting services to utilities, private industry, and public agencies at all levels of government. As resources and infrastructures undergo continuous change, the Company helps organizations and their communities evolve and thrive by providing a wide range of technical services for energy solutions and government infrastructure. Through engineering, program management, policy advisory, and software and data management, the Company designs and delivers trusted, comprehensive, innovative, and proven solutions to improve efficiency, resiliency, and sustainability in energy and infrastructure. Basis of Presentation The Company has prepared its Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated statement of stockholders' equity includes repurchases of shares of the Company’s common stock from employees to satisfy tax withholding obligations incurred in connection with the vesting of restricted stock or performance stock units, which amount is presented as a reduction of additional paid-in capital and common stock. Fiscal Years The Company operates and reports its annual financial results based on 52 or 53 -week periods ending on the Friday closest to December 31. The Company operates and reports its quarterly financial results based on the 13 -week period ending on the Friday closest to June 30, September 30, and December 31 and the 13 or 14 -week period ending on the Friday closest to March 31, as applicable. Fiscal year 2024, fiscal year 2023, and fiscal year 2022, which ended on December 27, 2024 , December 29, 2023, and December 30, 2022, respectively, were all comprised of 52 weeks, with all quarters presented consisting of 13 weeks. Principles of Consolidation The consolidated financial statements include the accounts of Willdan Group, Inc. and its wholly-owned subsidiaries and their respective subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain prior year amounts have been reclassified in the consolidated financial statements to conform to the current year presentation. Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents All highly liquid investments purchased with a remaining maturity of three months or less are considered to be cash equivalents. The Company from time to time may be exposed to credit risk with its bank deposits in excess of the FDIC insurance limits and with uninsured money market investments. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. 60 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) Restricted Cash The Company, from time to time, has restricted cash that represents amounts not readily available for current operations due to contractual restrictions which designate these restricted cash balances for specific purposes. Fair Value of Financial Instruments The Company uses the three-tier hierarchy of fair value measurement, which prioritizes the inputs. These tiers include: Level 1 (the highest priority), defined as observable inputs, such as quoted prices in active markets, Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3 (the lowest priority), defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. ​ The Company’s financial instruments consist primarily of cash, cash equivalents, accounts receivable, contract assets, other receivables, prepaid expenses and other current assets, accounts payable, accrued liabilities and contract liabilities. The carrying amounts of certain other assets and contingent consideration are discounted to their present value because the time between the origination of these instruments and their expected realization or payment is greater than one year. ​ As of December 27, 2024 and December 29, 2023, the carrying amounts of the Company's cash and cash equivalents, accounts receivable, contract assets, other receivables, prepaid expenses and other current assets, accounts payable, accrued liabilities and contract liabilities, approximate their fair values because of the relatively short period of time between the origination of these instruments and their expected realization or payment. The carrying amounts of debt obligations approximate their fair values since the terms are comparable to terms currently offered by local lending institutions for loans of similar terms to companies with comparable credit risk. ​ The carrying amounts of the derivative financial instrument is valued based on Level 2 inputs. ​ The fair value of the contingent consideration liability is valued on Level 3 inputs. ​ Variable Interest Entities The Company accounts for variable interest entities in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation. Under ASC 810, a variable interest entity (“VIE”) is created when any of the following criteria are present: (a) the equity investment at risk in the entity is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by other parties, including the equity holders; (b) the entity’s equity holders as a group either (i) lack the direct or indirect ability to make decisions about the entity, (ii) are not obligated to absorb expected losses of the entity or (iii) do not have the right to receive expected residual returns of the entity; or (c) the entity’s equity holders have voting rights that are not proportionate to their economic interests, and the activities of the entity involve or are conducted on behalf of the equity holder with disproportionately few voting rights. If an entity is deemed to be a VIE pursuant to ASC 810, the enterprise that has both (i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb the expected losses of the entity or right to receive benefits from the entity that could be potentially significant to the VIE is considered the primary beneficiary and must consolidate the VIE. In accordance with ASC 810, the Company performs ongoing reassessments of whether an enterprise is the primary beneficiary of a VIE. As of December 27, 2024, the Company had one VIE — Genesys Engineering, P.C. (“Genesys”). Pursuant to New York law, the Company does not own capital stock of Genesys and does not have control over the professional decision making of Genesys’s engineering services. The Company, however, has entered into an administrative services agreement with Genesys pursuant to which WES, the Company’s wholly-owned subsidiary, will provide Genesys with ongoing administrative, operational and other non-professional support services. The Company manages Genesys and has the power to direct the activities that most significantly impact Genesys’s performance, in addition to being 61 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) obligated to absorb expected losses from Genesys. Accordingly, the Company is the primary beneficiary of Genesys and consolidates Genesys as a VIE. Management also concluded there is no noncontrolling interest related to the consolidation of Genesys because management determined that (i) the shareholder of Genesys does not have more than a nominal amount of equity investment at risk, (ii) WES absorbs the expected losses of Genesys through its deferral of Genesys’s service fees owed to WES and the Company has, since entering into the administrative services agreement, had to continuously defer service fees for Genesys, and (iii) the Company believes Genesys will continue to have a shortfall on payment of its service fees for the foreseeable future, leaving no expected residual returns for the shareholder. For more information regarding Genesys, see Note 8 “Commitments and Variable Interest Entities.” Segment Information The Company presents segment information externally consistent with the manner in which the Company’s chief operating decision maker reviews information to assess performance and allocate resources. The Company’s two segments are (i) Energy, and (ii) Engineering and Consulting. Willdan Group, Inc. (“WGI”) is a holding company and performs administrative functions on behalf of its subsidiaries, such as treasury, legal, accounting, information systems, human resources and certain business development activities, and earns revenue that is only incidental to the activities of the enterprise. As a result, WGI does not meet the definition of an operating segment. Contract Assets and Liabilities Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or pre-agreed schedules. Billings do not necessarily correlate with revenue recognized using the percentage-of-completion method of revenue recognition. Contract assets include unbilled amounts typically resulting from revenue under contracts where the percentage-of-completion method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. In addition, contract assets include retainage amounts withheld from billings to the Company’s clients pursuant to provisions in our contracts. Contract liabilities consist of advance payments and billings in excess of revenue recognized and deferred revenue. Contract Accounting The Company enters into contracts with its clients that contain various types of pricing provisions, including fixed price, time-and-materials, and unit-based provisions. The Company recognizes revenues in accordance with ASU 2014-09, Revenue from Contracts with Customer, codified as ASC Topic 606 and the related amendments (collectively “ASC 606”). As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation. The following table reflects the Company’s two reportable segments and the types of contracts that each most commonly enters into for revenue generating activities. ​ Segment Contract Type Revenue Recognition Method ​ Time-and-materials Time-and-materials Energy Unit-based Unit-based ​ Software license Unit-based ​ Fixed price Percentage-of-completion ​ Time-and-materials Time-and-materials Engineering and Consulting Unit-based Unit-based ​ Fixed price Percentage-of-completion 62 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ Revenue on the vast majority of the Company’s contracts is recognized over time because of the continuous transfer of control to the customer. Revenue on fixed price contracts is recognized on the percentage-of-completion method based generally on the ratio of direct costs incurred-to-date to estimated total direct costs at completion. The Company uses the percentage-of-completion method to better match the level of work performed at a certain point in time in relation to the effort that will be required to complete a project. In addition, the percentage-of-completion method is a common method of revenue recognition in the Company’s industry. Many of the Company’s fixed price contracts involve a high degree of subcontracted fixed price effort and, usually, are relatively short in duration, thereby lowering the risks of not properly estimating the percent complete. Revenue on time-and-materials and unit-based contracts is recognized as the work is performed in accordance with the specific rates and terms of the contract. The Company recognizes revenues for time-and-materials contracts based upon the actual hours incurred during a reporting period at contractually agreed upon rates per hour and also includes in revenue all reimbursable costs incurred during a reporting period. Certain of the Company’s time-and-materials contracts are subject to maximum contract values and, accordingly, when revenue is expected to exceed the maximum contract value, these contracts are generally recognized under the percentage-of-completion method, consistent with fixed price contracts. For unit-based contracts, the Company recognizes the contract price of units of a basic production product as revenue when the production product is delivered during a period. Revenue for amounts that have been billed but not earned is deferred, and such deferred revenue is referred to as contract liabilities in the accompanying consolidated balance sheets. The Company also derives revenue from software licenses and professional services and maintenance fees. In accordance with ASC 606, the Company performs an assessment of each contract to identify the performance obligations, determine the overall transaction price for the contract, allocate the transaction price to the performance obligations, and recognize the revenue when the performance obligations are satisfied. The Company utilizes the residual approach by which it estimates the standalone selling price by reference to the total transaction price less the sum of the observable standalone selling prices of other goods or services promised in the contract. The software license revenue is typically recognized at a point in time when control is transferred to the client, which is defined as the point in time when the client can use and benefit from the license. The software license is delivered before related services are provided and is functional without services, updates, or technical support. Related professional services include training and support services in which the standalone selling price is determined based on an input measure of hours incurred to total estimated hours and is recognized over time, which usually is the life of the contract. To determine the proper revenue recognition method for contracts, the Company evaluates whether two or more contracts should be combined and accounted for as one single contract and whether the combined contract should be accounted for as one performance obligation. With respect to the Company’s contracts, it is rare that multiple contracts should be combined into a single performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate a single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts, which is mainly because the Company provides a significant service of integrating a complex set of tasks and components into a single project or capability. The Company may enter into contracts that include separate phases or elements. If each phase or element is negotiated separately based on the technical resources required and/or the supply and demand for the services being provided, the Company evaluates if the contracts should be segmented. If certain criteria are met, the contracts would be segmented which could result in revenues being assigned to the different elements or phases with different rates of profitability based on the relative value of each element or phase to the estimated total contract revenue. Segmented contracts may comprise up to approximately 2.0 % to 3.0 % of the Company’s consolidated contract revenue. Contracts that cover multiple phases or elements of the project or service lifecycle (development, construction and maintenance and support) may be considered to have multiple performance obligations even when they are part of a single contract. For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. For the periods presented, the value of the separate performance obligations under contracts with multiple 63 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) performance obligations (generally measurement and verification tasks under certain energy performance contracts) were not material. In cases where the Company does not provide the distinct good or service on a standalone basis, the primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which the Company forecasts the Company’s expected costs of satisfying a performance obligation and then adds an appropriate margin for the distinct good or service. The Company provides quality of workmanship warranties to customers that are included in the sale and are not priced or sold separately or do not provide customers with a service in addition to assurance of compliance with agreed-upon specifications and industry standards. The Company does not consider these types of warranties to be separate performance obligations. In some cases, the Company has a master service or blanket agreement with a customer under which each task order releases the Company to perform specific portions of the overall scope in the service contract. Each task order is typically accounted for as a separate contract because the task order establishes the enforceable rights and obligations, and payment terms. Under ASC 606, variable consideration should be considered when determining the transaction price and estimates should be made for the variable consideration component of the transaction price, as well as assessing whether an estimate of variable consideration is constrained. For certain of the Company’s contracts, variable consideration can arise from modifications to the scope of services resulting from unapproved change orders or customer claims. Variable consideration is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The Company estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of legal enforceability, the Company’s performance, and all information (historical, current and forecasted) that is reasonably available to the Company. Due to the nature of the work required to be performed on many of the Company’s performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. As a significant change in one or more of these estimates could affect the profitability of the Company’s contracts, the Company reviews and updates the Company’s contract-related estimates regularly through a company-wide disciplined project review process in which management reviews the progress and execution of the Company’s performance obligations and the estimate at completion (“EAC”). As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule and the related changes in estimates of revenues and costs. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, the performance of subcontractors, and the availability and timing of funding from the customer, among other variables. The Company recognizes adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, the Company recognizes the full amount of estimated loss in the period it is identified. Contracts are often modified to account for changes in contract specifications and requirements. The Company considers contract modifications to exist when the modification either creates new rights or obligations or changes the existing enforceable rights or obligations. Most of the Company’s contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification that is not distinct from the existing contract on the transaction price and the Company’s measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. 64 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) For contract modifications that result in the promise to deliver goods or services that are distinct from the existing contract and the increase in price of the contract is for the same amount as the standalone selling price of the additional goods or services included in the modification, the Company accounts for such contract modifications as a separate contract. The Company includes claims to vendors, subcontractors and others as a receivable and a reduction in recognized costs when enforceability of the claim is established by the contract and the amounts are reasonably estimable and probable of being recovered. The amounts are recorded up to the extent of the lesser of the amounts management expects to recover or to costs incurred. Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or pre-agreed schedules. Billings do not necessarily correlate with revenue recognized using the percentage-of-completion method of revenue recognition. Direct costs of contract revenue consist primarily of that portion of technical and nontechnical salaries and wages that has been incurred in connection with revenue producing projects. Direct costs of contract revenue also include production expenses, subcontractor services and other expenses that are incurred in connection with revenue producing projects. Direct costs of contract revenue exclude that portion of technical and nontechnical salaries and wages related to marketing efforts, vacations, holidays and other time not spent directly generating revenue under existing contracts. Such costs are included in general and administrative expenses. Additionally, payroll taxes, bonuses and employee benefit costs for all Company personnel are included in general and administrative expenses in the accompanying consolidated statements of comprehensive income since no allocation of these costs is made to direct costs of contract revenue. No allocation of facilities costs is made to direct costs of contract revenue. Other companies may classify as direct costs of contract revenue some of the costs that the Company classifies as general and administrative costs. The Company expenses direct costs of contract revenue when incurred. Included in revenue and costs are all reimbursable costs for which the Company has the risk or on which the fee was based at the time of bid or negotiation. No revenue or cost is recorded for costs in which the Company acts solely in the capacity of an agent and has no risks associated with such costs. Accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts based upon a review of all outstanding amounts on a quarterly basis. Management determines allowances for doubtful accounts through specific identification of amounts considered to be uncollectible and potential write-offs, plus a non-specific allowance for other amounts for which some potential loss has been determined to be probable based on current and past experience. The Company’s historical credit losses have been minimal with governmental entities and large public utilities, but disputes may arise related to these receivable amounts. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Retainage, included in contract assets, represents amounts withheld from billings to the Company’s clients pursuant to provisions in the contracts and may not be paid to the Company until specific tasks are completed or the project is completed and, in some instances, for even longer periods. As of December 27, 2024 and December 29, 2023, contract assets included retainage of $ 22.0 million and $ 14.3 million, respectively. General and Administrative Expenses General and administrative expenses include the costs of the marketing and support staff, other marketing expenses, management and administrative personnel costs, payroll taxes, bonuses and employee benefits for all of the Company’s employees and the portion of salaries and wages not allocated to direct costs of contract revenue for those employees who provide the Company’s services. General and administrative expenses also include facility costs, depreciation and amortization, professional services, legal and accounting fees and administrative operating costs. 65 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) Within general and administrative expenses, “Other” includes expenses such as provision for billed or unbilled receivables, professional services, legal and accounting, computer costs, travel and entertainment, marketing costs and acquisition costs. The Company expenses general and administrative costs when incurred. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 require, among other things, that lessees recognize the following for all leases (unless a policy election is made by class of underlying asset to exclude short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or the direct use of, a specified asset for the lease term. The FASB issued ASU 2018-11 on July 30, 2018, which allows entities to apply the provisions of ASC 842 at the effective date without adjusting comparative periods. ​ Under this guidance, the net present value of future lease payments is recorded as right-of-use assets and lease liabilities. In addition, the Company elected the ‘package of practical expedients’ permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. In addition, the Company elected not to utilize the hindsight practical expedient to determine the lease term for existing leases. The Company also elected the practical expedient to not separate lease and non-lease components for its facilities leases. Previously, all of the Company’s office leases were classified as operating leases and rent expense was included in facilities expense in the consolidated statements of comprehensive income. ​ In addition, the Company leases certain equipment under financing leases. The economic substance of the leases is a financing transaction for acquisition of equipment and leasehold improvements. Accordingly, the right-of-use assets for these leases are included in the balance sheets in equipment and leasehold improvements, net of accumulated depreciation, with a corresponding amount recorded in current portion of financing lease obligations or noncurrent portion of financing lease obligations, as appropriate. The financing lease assets are amortized over the life of the lease or, if shorter, the life of the leased asset, on a straight-line basis and included in depreciation expense in the statements of comprehensive income. The interest associated with financing lease obligations is included in interest expense in the statements of comprehensive income. For more information, see Note 7, “ Leases ”. ​ Equipment and Leasehold Improvements Equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Equipment under finance leases is stated at the present value of the minimum lease payments as of the acquisition date. Depreciation and amortization on equipment are calculated using the straight-line method over estimated useful lives of two to five years . Leasehold improvements and assets under capital leases are amortized using the straight-line method over the shorter of estimated useful lives or the term of the related lease . Following are the estimated useful lives used to calculate depreciation and amortization: ​ ​ ​ ​ ​ Category Estimated Useful Life Furniture and fixtures 5 years Computer hardware 3 years Computer software 3 years Automobiles and trucks 3 years Field equipment 5 years ​ 66 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) Goodwill Goodwill represents the excess of costs over fair value of the assets acquired. The Company completes its annual testing of goodwill as of the last day of the first month of its fourth fiscal quarter each year to determine whether there is impairment. Goodwill, which has an indefinite useful life, is not amortized, but instead tested for impairment at least annually or more frequently if events and circumstances indicate that the asset might be impaired. Impairment losses for reporting units are recognized to the extent that a reporting unit’s carrying amount exceeds its fair value. Long-lived assets Long-lived assets, such as equipment, leasehold improvements and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Accounting for Claims against the Company The Company accrues an undiscounted liability related to claims against it for which the incurrence of a loss is probable and the amount can be reasonably estimated. The Company discloses the amount accrued and an estimate of any reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for its financial statements not to be misleading. The Company does not accrue liabilities related to claims when the likelihood that a loss has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. Losses related to recorded claims are included in general and administrative expenses. Determining probability and estimating claim amounts is highly judgmental. Initial accruals and any subsequent changes in the Company’s estimates could have a material effect on its consolidated financial statements. Stock-based Compensation The Company accounts for all stock-based compensation under the fair value recognition provisions of the accounting standard entitled “ Compensation—Stock Compensation. ” Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite vesting period. The fair values of all stock options granted and the fair values of all Employee Stock Purchase Plan (“ESPP”) purchase rights are estimated using the Black-Scholes option-valuation model. The Black-Scholes option-valuation model requires the input of highly subjective assumptions. Performance-based restricted stock unit awards (“PBRSUs”) are granted to certain employees and vest only after the achievement of pre-determined performance metrics. Once the performance metrics are met, vesting of PBRSUs is subject to continued service by the employee. At the end of each reporting period, the Company evaluates the probability that PBRSUs will be earned. The Company records stock-based compensation expense based on the probability that the performance metrics will be achieved over the vesting period. Restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) are time-based equity awards that are granted to certain employees and vest based on time, subject to continued service by the employee. Business Combinations The acquisition method of accounting for business combinations requires the Company to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company may adjust the provisional amounts recognized for a business combination based upon new information about facts that existed on the business combination date). 67 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) Under the acquisition method of accounting, the Company recognizes separately from goodwill the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in an acquiree, at the acquisition date fair value. The Company measures goodwill as of the acquisition date as the excess of consideration transferred over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed. Generally, the Company engages a third-party independent valuation specialist to assist in management’s determination of fair values of tangible and intangible assets acquired and liabilities assumed. In circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments it expects to make as of the acquisition date. The contingent consideration fair value measurement is based on significant inputs not observable in the market and therefore constitute Level 3 inputs within the fair value hierarchy. The Company determines the initial fair value of contingent consideration liabilities using a Monte Carlo (“Monte Carlo”) valuation model, which involves a simulation of future revenues during the earn out-period using management’s best estimates, or a probability-weighted discounted cash flow analysis. Changes in the estimated fair value of contingent earn-out payments are included in general and administrative expenses. In circumstances where an acquisition involves acquiring customer relationships, the fair value for customer relationships is determined as of the acquisition date using the excess earnings method. Under this methodology, the fair value is determined based on the estimated future after-tax cash flows arising from the acquired customer relationships over their estimated useful lives after considering customer attrition and contributory asset charges. The assumptions that have the most significant effect on the fair value calculations are the customer attrition rates, projected customer revenue growth rates, margins, contributory asset charges, and discount rates. Costs that the Company incurs to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration. The Company charges these acquisition costs to general and administrative expense as they are incurred. On October 23, 2024, the Company acquired substantially all of the assets of Enica Engineering, PLLC. (“Enica”). During fiscal years 2023 and 2022, the Company did not have any material acquisitions. For further information, see Note 13, “ Business Combinations ”, of the Notes to consolidated financial statements included in this Annual Report on Form 10-K. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities, subject to a judgmental assessment of the recoverability of deferred tax assets. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is more-likely-than-not that some of the deferred tax assets may not be realized. Significant judgment is applied when assessing the need for valuation allowances. Areas of estimation include the Company’s consideration of future taxable income and ongoing prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in judgment about the utilization of deferred tax assets in future years, the Company would adjust the related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income. During each fiscal year, management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize existing deferred tax assets. At the end of fiscal year 2023, the Company had a total valuation allowance of $ 1.2 million. During 2024, the Company released $ 0.1 million of the 68 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) valuation allowance due to expected future utilization of deferred tax assets. As of December 27, 2024, the Company had a total valuation allowance of $ 1.1 million related to its deferred tax assets. For acquired business entities, if the Company identifies changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period and they relate to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement period adjustment and the Company records the offset to goodwill. The Company records all other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions in current period income tax expense. The Company recognizes the tax benefit from uncertain tax positions if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. For further information, see Note 11, “Income Taxes”, of the Notes to consolidated financial statements included in this Annual Report on Form 10-K. Earnings (loss) per Share ​ The Company computes basic income per common share using net income and the weighted average number of common shares outstanding during the period. Diluted income per common share is computed using net income and the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include dilutive outstanding employee stock options, RSAs, RSUs, and PBRSUs, and rights to purchase shares of common stock under the Company’s ESPP. ​ Other Comprehensive Income (loss), Net of Tax ​ Other comprehensive income (loss), net of tax refers to revenue, expenses, gains and losses that are recorded as an element of shareholders’ equity but are excluded from net income (loss). The Company’s other comprehensive income (loss), net of tax is comprised of unrealized gains or losses on its interest rate swap agreement designated as cash flow hedges. ​ Derivatives From time to time, the Company uses certain interest rate derivatives contracts to hedge interest rate exposures on its variable rate debt. The Company recognizes derivative instruments as either assets or liabilities on its consolidated balance sheets at fair value. The Company records changes in the fair value (i.e., gains or losses) of the derivatives that have been designated as cash flow hedges in its consolidated balance sheets as accumulated other comprehensive income (loss) and in its consolidated statements of comprehensive (loss) income as a loss or gain on cash flow hedge valuation. ​ Operating Cycle In accordance with industry practice, amounts realizable and payable under contracts that extend beyond one year are included in current assets (included in contract assets) and current liabilities. ​ ​ 69 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 2. RECENT ACCOUNTING PRONOUNCEMENTS Accounting Pronouncements Recently Adopted ​ In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 expands segment disclosure requirements through enhanced disclosures related to significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The amendments are effective for the fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this standard effective for its fiscal year 2024, which began on December 30, 2023 . For more information and related disclosures, see Note 9 , “ Segment Information ”, of the Notes to consolidated financial statements included in this Annual Report on Form 10-K. Accounting Pronouncements Recently Issued In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)” (“ASU 2024-03”). ASU 2024-03 requires entities to disclose, in the notes to consolidated financial statements, specified information about certain costs and expenses at each interim and annual reporting period. Specific disclosures include the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Additionally, entities will need to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments are effective for the annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact this update will have on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 amends the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state, and foreign). In addition, ASU 2023-09 requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions, among other changes. The amendments can be applied on a prospective basis although retrospective application is permitted. The amendments are effective for the annual reporting periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact this update will have on its consolidated financial statements. In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 amends U.S. GAAP to reflect updates and simplifications to certain disclosure and presentation requirements referred to FASB by the Securities and Exchange Commission (“SEC”). The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into codification. Each amendment in ASU 2023-06 is effective on either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective , or on June 30, 2027, if the SEC has not removed the requirements by that date. The Company does not believe the amendments in ASU 2023-06 will have a material impact in any of the Company’s current disclosures. ​ ​ 70 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 3. SUPPLEMENTAL FINANCIAL STATEMENT DATA Restricted Cash The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the consolidated balance sheets for fiscal years 2024, 2023 and 2022, to the total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows for fiscal years 2024, 2023, and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 29, ​ December 30, ​ 2024 2023 2022 ​ ​ (in thousands) Cash and cash equivalents ​ $ 74,158 ​ $ 23,397 ​ $ 8,806 Restricted cash ​ — ​ — ​ 10,679 Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows ​ $ 74,158 ​ $ 23,397 ​ $ 19,485 ​ Under certain utility contracts, the Company periodically receives cash deposits to be held in trust for the payment of energy incentive rebates to be sent directly to the utility’s end-customer on behalf of the utility. The Company acts solely as the utility’s agent to distribute these funds to the end-customer and, accordingly, the Company classifies these contractually restricted funds as restricted cash. Because these funds are held in trust for pass through to the utility’s customers and have no impact on the Company’s working capital or operating cash flows, these cash receipts are presented in the consolidated statement of cash flows as financing cash inflows, “Receipt of restricted cash”, with the subsequent payments classified as financing cash outflows, “Payment of restricted cash.” Accounts Receivable Accounts receivable consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 29, ​ 2024 2023 ​ ​ (in thousands) Billed ​ $ 66,870 ​ $ 70,543 Allowance for doubtful accounts ​ ​ ( 1,313 ) ​ ​ ( 866 ) Accounts receivable, net ​ $ 65,557 ​ $ 69,677 ​ The movements in the allowance for doubtful accounts consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2024 2023 2022 ​ ​ (in thousands) Balance as of the beginning of the year ​ $ 866 ​ $ 640 ​ $ 1,115 (Recovery of) provision for doubtful accounts ​ 740 ​ 826 ​ 243 Write-offs of uncollectible accounts ​ ( 303 ) ​ ( 600 ) ​ ( 718 ) Fair value adjustment ​ 10 ​ — ​ — Balance as of the end of the year ​ $ 1,313 ​ $ 866 ​ $ 640 ​ Allowances for doubtful accounts have been determined through specific identification of amounts considered to be uncollectible and potential write-offs, plus a non-specific allowance for other amounts for which some potential loss has been determined to be probable based on current and past experience. As of December 27, 2024, the Company had no individual customers that accounted for more than 10% of the Company’s billed outstanding receivables. As of December 29, 2023, two of the Company’s customers, Consolidated Edison of New York and Los Angeles Department of Water and Power (“LADWP”), accounted for 24.6 % of the Company’s billed outstanding receivables. 71 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) Contract Assets Contract assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 29, ​ 2024 2023 ​ ​ (in thousands) Unbilled short-term ​ $ 66,518 ​ $ 79,585 Contract retentions ​ ​ 22,010 ​ ​ 14,300 Contract assets ​ ​ 88,528 ​ ​ 93,885 Unbilled long-term (1) ​ ​ — ​ ​ 2,849 Total contract assets ​ $ 88,528 ​ $ 96,734 (1) Included in Other assets in the consolidated financial statements. Unbilled accounts receivable represent revenue recognized, but not yet billed, pursuant to contract terms or accounts billed after the period end. Contract retentions represent amounts invoiced to clients where payments have been withheld pending the completion of certain milestones, other contractual conditions or upon the completion of the project. These retention agreements vary from project to project and could be outstanding for several months. Equipment and Leasehold Improvements Equipment and leasehold improvements were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 29, ​ ​ 2024 2023 ​ ​ (in thousands) Furniture and fixtures ​ $ 4,594 ​ $ 4,379 Computer hardware and software ​ 51,904 ​ 44,594 Leasehold improvements ​ 3,804 ​ 3,382 Equipment under finance leases ​ 7,052 ​ 6,139 Automobiles, trucks, and field equipment ​ 3,608 ​ 3,373 Subtotal ​ 70,962 ​ 61,867 Accumulated depreciation and amortization ​ ( 41,428 ) ​ ( 34,770 ) Equipment and leasehold improvements, net ​ $ 29,534 ​ $ 27,097 Depreciation expense of equipment and leasehold improvements totaled $ 7.5 million, $ 6.3 million, and $ 6.3 million in fiscal years 2024, 2023, and 2022, respectively. Included in accumulated depreciation and amortization is $ 1.5 million, $ 1.3 million, and $ 1.1 million of amortization expense related to equipment held under finance leases in fiscal years 2024, 2023, and 2022, respectively. 72 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) Accrued Liabilities Accrued liabilities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 29, ​ 2024 2023 ​ ​ (in thousands) Accrued subcontractor costs ​ $ 33,061 ​ $ 30,196 Accrued bonuses ​ ​ 18,277 ​ ​ 14,423 Employee withholdings ​ 3,664 ​ 3,123 Compensation and payroll taxes ​ 3,564 ​ 3,125 Rebate and other ​ ​ 360 ​ ​ 139 Accrued accounting costs and taxes ​ 3,850 ​ 3,123 Total accrued liabilities ​ $ 62,776 ​ $ 54,129 ​ ​ ​ 73 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 4. DERIVATIVE FINANCIAL INSTRUMENTS The Company uses certain interest rate derivative contracts to hedge interest rate exposures on its variable rate debt. The Company’s hedging program is not designated for trading or speculative purposes. The Company recognizes derivative instruments as either assets or liabilities on the accompanying consolidated balance sheets at fair value. The Company records changes in the fair value (i.e., gains or losses) of the derivatives that have been designated as cash flow hedges in its consolidated balance sheets as accumulated other comprehensive income (loss) and in its consolidated statements of comprehensive income (loss) as a loss or gain on cash flow hedge valuation. All related cash flows are reported in the operating activities section of the consolidated statements of cash flows. On November 30, 2023 , the Company entered into an interest rate swap agreement that the Company designated as cash flow hedge to fix the variable interest rate on a portion of the Company’s Term Loan (as defined in Note 5, “Debt Obligations” ). The interest rate swap agreement has a total notional amount of $ 50.0 million, has a fixed annual interest rate of 4.77 %, and expires on September 29, 2026 . As of December 27, 2024, the effective portion of the Company’s interest rate swap agreement designated as a cash flow hedge before tax effects was $( 0.2 ) million, of which no amounts were reclassified from accumulated other comprehensive income (loss) to interest expense in fiscal 2024. The Company expects to reclassify $ 0.2 million from accumulated other comprehensive income (loss) to interest expense within the next twelve months . The fair values of the Company’s outstanding derivatives designated as hedging instruments were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value of Derivative ​ ​ Instruments as of ​ ​ Balance Sheet Location ​ December 27, 2024 ​ December 29, 2023 ​ ​ ​ ​ (in thousands) Interest rate swap agreement ​ Current assets ​ $ — ​ $ 46 Interest rate swap agreement ​ Accrued liabilities ​ ​ ( 198 ) ​ ​ — Interest rate swap agreement ​ Other noncurrent liabilities ​ ​ ( 200 ) ​ ​ ( 887 ) ​ The impact of the effective portions of derivative instruments in cash flow hedging relationships and fair value relationships on other comprehensive income (loss) was $ 0.4 million for the year ended December 27, 2024. The accumulated balances and reporting period activities for the year ended December 27, 2024 related to reclassifications out of accumulated other comprehensive income (loss) are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain (Loss) on ​ Accumulated Other ​ Derivative Instruments Comprehensive Loss ​ ​ (in thousands) Balances at December 30, 2022 ​ $ — ​ $ — Other comprehensive income (loss) before reclassifications ​ ​ ( 841 ) ​ ​ ( 841 ) Amounts reclassified from accumulated other comprehensive income (loss): ​ ​ — ​ ​ — Income tax benefit (expense) related to derivative instruments ​ ​ 177 ​ ​ 177 Net current-period other comprehensive income (loss) ​ ​ ( 664 ) ​ ​ ( 664 ) Balances at December 29, 2023 ​ $ ( 664 ) ​ $ ( 664 ) Other comprehensive income (loss) before reclassifications ​ ​ 443 ​ ​ 443 Amounts reclassified from accumulated other comprehensive income (loss): ​ ​ — ​ ​ — Income tax benefit (expense) related to derivative instruments ​ ​ ( 93 ) ​ ​ ( 93 ) Net current-period other comprehensive income (loss) ​ ​ 350 ​ ​ 350 Balances at December 27, 2024 ​ $ ( 314 ) ​ $ ( 314 ) ​ 74 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 5. DEBT OBLIGATIONS Debt obligations, excluding obligations under finance leases (see Note 7, “ Leases”, below), consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, December 29, ​ ​ 2024 ​ 2023 ​ ​ (in thousands) Outstanding borrowings on Term Loan ​ $ 90,000 ​ $ 98,125 Outstanding borrowings on Revolving Credit Facility ​ ​ — ​ ​ — Other debt agreements ​ ​ 137 ​ ​ 327 Total debt ​ ​ 90,137 ​ ​ 98,452 Issuance costs and debt discounts ​ ​ ( 650 ) ​ ​ ( 1,021 ) Subtotal ​ ​ 89,487 ​ ​ 97,431 Less current portion of long-term debt ​ 10,137 ​ 8,452 Long-term debt portion ​ $ 79,350 ​ $ 88,979 ​ Credit Facilities On September 29, 2023 (the “Closing Date”), the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) with a syndicate of financial institutions as lenders and BMO Bank, N.A. (“BMO”), as administrative agent. The Credit Agreement provides for (i) a $ 100.0 million term loan (the “Term Loan”) and (ii) a $ 50.0 million revolving credit facility (the “Revolving Credit Facility”, and collectively with the Term Loan, the “Credit Facilities”), each maturing on September 29, 2026. The Company may also request lenders to add incremental term loans or increase the aggregate commitment under the Revolving Credit Facility by an aggregate amount of up to $ 75.0 million, subject to meeting certain conditions, and only if the lenders agree to provide such additional term loans or revolving commitments. Borrowings under the Credit Facilities bear interest at either a Base Rate (as defined in the Credit Agreement) or the adjusted Secured Overnight Financing Rate (“SOFR”), at the Company’s option, and in each case, plus an applicable margin, which applicable margin ranges from 0.75 % to 2.00 % with respect to Base Rate borrowings and 1.75 % to 3.00 % with respect to SOFR borrowings, depending on the Company’s Total Net Leverage Ratio (as defined in the Credit Agreement); provided, that SOFR and the Base Rate can no t be less than 0.00 %, with the specific pricing reset on each date on which the Administrative Agent receives the required financial statements under the Credit Agreement for the fiscal quarter then ended. The Company must also pay a commitment fee for the unused portion of the Revolving Credit Facility, which ranges from 0.20 % to 0.40 % per annum depending on the Company’s Total Net Leverage Ratio, and fees on the face amount of any letters of credit outstanding under the Revolving Credit Facility, which range from 1.3125 % to 2.25 % per annum, in each case, depending on the Company’s Total Net Leverage Ratio, as well as customary fronting fees payable to BMO as letter of credit issuer. In connection with the closing of the Credit Facilities, the Company paid certain other fees and expenses. The Term Loan will amortize quarterly in an amount equal to (i) 7.5 % per annum for the first year ending after the Closing Date and (ii) 10.0 % per annum for the second and third years ending after the Closing Date, with a final payment of all then remaining principal and interest due on the maturity date of September 29, 2026. The amounts outstanding under the Credit Facilities may be prepaid in whole or in part at any time without penalty (other than customary breakage costs). The Term Loan issuance costs are amortized to interest expense over the term of the loan, and as of December 27, 2024, issuance costs of $ 0.7 million remained unamortized. The Revolving Credit Facility issuance costs are included in assets in the accompanying Consolidated Balance Sheets, and as of December 27, 2024, issuance costs of $ 0.3 million remained unamortized. 75 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) Willdan Group, Inc. is the borrower under the Credit Agreement and its obligations under the Credit Agreement are guaranteed by its present and future domestic subsidiaries (other than inactive subsidiaries). In addition, subject to certain exceptions, all such obligations are secured by substantially all of the assets of Willdan Group, Inc. and the subsidiary guarantors (other than inactive subsidiaries). The Credit Agreement requires compliance with financial covenants, including a maximum Net Leverage Ratio and a minimum Fixed Charge Coverage Ratio (as defined in the Credit Agreement). The Credit Agreement also contains customary restrictive covenants, including (i) restrictions on the incurrence of additional indebtedness and additional liens on property, (ii) restrictions on permitted acquisitions and other investments and (iii) limitations on asset sales, mergers and acquisitions. Further, the Credit Agreement limits the Company’s payment of future dividends and distributions and share repurchases by the Company. Subject to certain exceptions, the borrowings under the Credit Agreement are also subject to mandatory prepayment from (a) any issuances of debt or equity securities, (b) any sale or disposition of assets, (c) insurance and condemnation proceeds, and (d) a percentage of excess cash flow. The Credit Agreement includes customary events of default. The Company believes that, as of December 27, 2024, it was in compliance with all covenants contained in the Credit Agreement. As of December 27, 2024 the Company’s composite annual interest rate, exclusive of the effects of upfront fees, undrawn fees and issuance cost amortization, was 6.4 % and $ 1.6 million in letters of credit were issued. Other Debt Agreements The Company’s other debt agreements generally are comprised of financed insurance premiums, a financed software agreement, and a utility customer agreement, and are immaterial to the Company’s Consolidated Financial Statements. Future Debt Payments The following table summarizes the combined principal installments for the Company’s debt obligations, excluding capital leases, over the next five years and beyond, as of December 27, 2024 ( in thousands ): ​ ​ ​ ​ Fiscal Year: ​ ​ ​ 2025 ​ $ 10,137 2026 ​ ​ 80,000 2027 ​ ​ — 2028 ​ ​ — 2029 ​ ​ — Total debt maturities ​ ​ 90,137 Issuance costs and debt discounts ​ ​ ( 650 ) Net carrying value ​ $ 89,487 ​ ​ ​ 76 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 6. GOODWILL AND OTHER INTANGIBLE ASSETS ​ The Company’s goodwill primarily relates to the Energy segment and the acquisitions within this segment of E3, Inc., Lime Energy, NAM, Integral Analytics and Abacus Resource Management Company (“Abacus”) and substantially all of the assets of Enica, Onsite Energy, The Weidt Group, Genesys and 360 Energy Engineers, LLC (“360 Energy”). The remaining goodwill relates to the Engineering and Consulting reporting segment and the acquisition within this segment of Economists LLC. The changes in the carrying value of goodwill by reporting unit were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 29, ​ Additional ​ Additions / ​ December 27, ​ 2023 Purchase Cost Adjustments 2024 ​ ​ (in thousands) Reporting Unit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ $ 129,375 ​ $ 9,847 ​ $ — ​ $ 139,222 Engineering and Consulting ​ ​ 1,769 ​ ​ — ​ ​ — ​ ​ 1,769 ​ ​ $ 131,144 ​ $ 9,847 ​ $ — ​ $ 140,991 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 30, ​ Additional ​ Additions / ​ December 29, ​ 2022 Purchase Cost Adjustments 2023 ​ ​ (in thousands) Reporting Unit: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Energy ​ $ 129,375 ​ $ — ​ $ — ​ $ 129,375 Engineering and Consulting ​ ​ 749 ​ ​ 1,020 ​ ​ — ​ ​ 1,769 ​ ​ $ 130,124 ​ $ 1,020 ​ $ — ​ $ 131,144 ​ The Company tests its goodwill at least annually for possible impairment. The Company completes its annual testing of goodwill as of the last day of the first month of its fourth fiscal quarter each year to determine whether there is impairment. In addition to the Company’s annual test, it regularly evaluates whether events and circumstances have occurred that may indicate a potential impairment of goodwill. No impairment was recorded in any year during the three-year period ended December 27, 2024. The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with finite useful lives, included in other intangible assets, net in the accompanying consolidated balance sheets, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, 2024 ​ December 29, 2023 ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Accumulated ​ Gross ​ Accumulated ​ Amortization ​ Amount Amortization Amount Amortization Period ​ ​ (in thousands) ​ (in years) Finite: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Backlog ​ $ 8,882 ​ $ 8,350 ​ $ 8,306 ​ $ 8,095 ​ 1.0 Tradename ​ ​ 16,123 ​ ​ 13,196 ​ ​ 15,936 ​ ​ 12,695 2.5 ​ - ​ 6.0 Non-compete agreements ​ ​ 1,613 ​ ​ 1,488 ​ ​ 1,613 ​ ​ 1,440 ​ 4.0 ​ - ​ 5.0 Developed technology ​ ​ 15,810 ​ ​ 15,286 ​ ​ 15,810 ​ ​ 14,521 ​ 8.0 Customer relationships ​ ​ 62,041 ​ ​ 36,735 ​ ​ 58,149 ​ ​ 31,107 ​ 5.0 ​ - ​ 12.0 Total intangible assets ​ $ 104,469 ​ $ 75,055 ​ $ 99,814 ​ $ 67,858 ​ ​ ​ ​ ​ ​ At the time of acquisition, the Company estimates the fair value of the acquired identifiable intangible assets based upon the facts and circumstances related to the particular intangible asset. Inherent in such estimates are judgments and estimates of future revenue, profitability, cash flows and appropriate discount rates for any present value calculations. The Company preliminarily estimates the value of the acquired identifiable intangible assets and then finalizes the 77 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) estimated fair values during the purchase allocation period, which does not extend beyond 12 months from the date of acquisition. The Company’s amortization expense for acquired identifiable intangible assets with finite useful lives was $ 7.2 million, $ 10.1 million, and $ 11.2 million for the fiscal years 2024, 2023 and 2022, respectively. Estimated amortization expense for acquired identifiable intangible assets for fiscal year 2024 and the succeeding years is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Future Intangible Asset ​ ​ ​ Amortization expense ​ ​ ​ (in thousands) Fiscal year: ​ ​ ​ 2025 ​ $ 7,069 2026 ​ 6,126 2027 ​ 5,865 2028 ​ ​ 5,254 2029 ​ ​ 1,530 Thereafter ​ ​ 3,570 ​ ​ $ 29,414 ​ ​ 78 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 7. LEASES The Company leases certain office facilities under long-term, non-cancellable operating leases that expire at various dates through the year 2029. In addition, the Company is obligated under finance leases for certain furniture and office equipment that expire at various dates through the year 2029. On December 29, 2018, the Company adopted ASU No. 2016-02, Leases (Topic 842) using the modified retrospective method. Under this guidance, the net present value of future lease payments is recorded as right-of-use assets and lease liabilities. In addition, the Company elected the ‘package of practical expedients ’ permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. In addition, the Company elected not to utilize the hindsight practical expedient to determine the lease term for existing leases. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company did not recognize right-of-use assets or lease liabilities, including not recognizing right-of-use assets or lease liabilities for existing short-term leases of those assets in transition. The Company also elected the practical expedient to not separate lease and non-lease components for our facilities leases. From time to time, the Company enters into non-cancelable leases for some of its facility and equipment needs. These leases allow the Company to conserve cash by paying a monthly lease rental fee for the use of facilities and equipment rather than purchasing them. The Company’s leases typically have remaining terms ranging from one to eight years , some of which may include options to extend the leases for up to five years , and some of which may include options to terminate the leases within one year . Currently, all of the Company’s leases contain fixed payment terms. The Company may decide to cancel or terminate a lease before the end of its term, in which case it is typically liable to the lessor for the remaining lease payments under the term of the lease. Additionally, all of the Company’s month-to-month leases are cancelable by the Company or the lessor, at any time, and are not included in the Company’s right-of-use asset or lease liability. As of December 27, 2024, the Company had no leases with residual value guarantees. Typically, the Company has purchase options on the equipment underlying its long-term leases. The Company may exercise some of these purchase options when the need for equipment is on-going and the purchase option price is attractive. Nonperformance-related default covenants, cross-default provisions, subjective default provisions and material adverse change clauses contained in material lease agreements, if any, are also evaluated to determine whether those clauses affect lease classification in accordance with “ASC” Topic 842-10-25. Leases are accounted for as operating or financing leases, depending on the terms of the lease. ​ Financing Leases ​ The Company leases certain equipment under financing leases. The economic substance of the leases is a financing transaction for acquisition of equipment and leasehold improvements. Accordingly, the right-of-use assets for these leases are included in the balance sheets in equipment and leasehold improvements, net of accumulated depreciation, with a corresponding amount recorded in current portion of financing lease obligations or noncurrent portion of financing lease obligations, as appropriate. The financing lease assets are amortized over the life of the lease or, if shorter, the life of the leased asset, on a straight-line basis and included in depreciation expense. The interest associated with financing lease obligations is included in interest expense. Right-of-use assets Operating leases are included in right-of-use assets, and current portion of lease liability and noncurrent portion of lease liability, as appropriate. Right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate to calculate present value, the Company determines this rate by estimating the Company’s incremental borrowing rate at the lease commencement date. The right-of-use asset also includes any lease payments made and initial direct costs incurred at lease commencement and excludes lease incentives. The Company’s lease terms 79 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. ​ The following is a summary of the Company’s lease expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ ​ 2024 2023 2022 ​ ​ (in thousands) Operating lease cost ​ $ 6,168 ​ $ 6,114 ​ $ 6,140 Sublease Income ​ ​ ( 55 ) ​ ​ ( 49 ) ​ ​ — Finance lease cost: ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization of assets ​ ​ 1,502 ​ ​ 1,331 ​ ​ 1,118 Interest on lease liabilities ​ ​ 157 ​ ​ 105 ​ ​ 76 Total net lease cost ​ $ 7,772 ​ $ 7,501 ​ $ 7,334 ​ The following is a summary of lease information presented on the Company’s consolidated balance sheet: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 29, ​ ​ 2024 2023 ​ ​ (in thousands, except years and percentages) ​ Operating leases: ​ ​ ​ ​ ​ ​ Right-of-use assets $ 14,035 ​ $ 12,465 ​ ​ ​ ​ ​ ​ Lease liability $ 5,804 ​ $ 4,537 ​ Lease liability, less current portion 9,939 ​ 9,758 ​ Total lease liabilities $ 15,743 ​ $ 14,295 ​ ​ ​ ​ ​ ​ Finance leases (included in equipment and leasehold improvements, net): ​ ​ ​ ​ ​ ​ Equipment and leasehold improvements, net $ 7,052 ​ $ 6,139 ​ Accumulated depreciation ( 4,662 ) ​ ( 3,837 ) ​ Total equipment and leasehold improvements, net $ 2,390 ​ $ 2,302 ​ ​ ​ ​ ​ ​ Finance lease obligations $ 1,138 ​ $ 1,186 ​ Finance lease obligations, less current portion ​ 1,379 ​ ​ 1,184 ​ Total finance lease obligations $ 2,517 ​ $ 2,370 ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term (in years): ​ ​ ​ ​ ​ ​ Operating Leases ​ 3.03 ​ ​ 3.43 ​ Finance Leases ​ 2.42 ​ ​ 2.31 ​ ​ ​ ​ ​ ​ ​ ​ Weighted average discount rate: ​ ​ ​ ​ ​ ​ Operating Leases ​ 6.97 % ​ 6.09 % Finance Leases ​ 6.87 % ​ 5.19 % ​ Rent expense for fiscal years 2024, 2023 and 2022 was $ 6.9 million, $ 6.8 million, and $ 6.5 million, respectively. ​ 80 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) The following is a summary of other information and supplemental cash flow information related to finance and operating leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2024 2023 2022 ​ ​ (in thousands) Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flow from operating leases ​ $ 6,329 ​ $ 5,843 ​ $ 6,471 Operating cash flow from finance leases ​ ​ 157 ​ ​ 105 ​ ​ 76 Financing cash flow from finance leases ​ ​ 1,444 ​ ​ 1,304 ​ ​ 1,054 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-of-use assets obtained in exchange for lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating leases ​ $ 6,760 ​ $ 5,374 ​ $ 2,745 ​ The following is a summary of the Company’s maturities of lease liabilities as of December 27, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Finance ​ ​ (in thousands) ​ Fiscal year: ​ ​ ​ ​ ​ ​ ​ 2025 ​ $ 6,665 ​ $ 1,292 ​ 2026 ​ 5,500 ​ 923 ​ 2027 ​ 2,963 ​ ​ 391 ​ 2028 ​ ​ 1,673 ​ ​ 94 ​ 2029 ​ ​ 750 ​ 27 ​ 2030 and thereafter ​ — ​ — ​ Total lease payments ​ ​ 17,551 ​ ​ 2,727 ​ Less: Imputed interest ​ ( 1,808 ) ​ ​ ( 210 ) ​ Total lease obligations ​ 15,743 ​ ​ 2,517 ​ Less: Current obligations ​ 5,804 ​ ​ 1,138 ​ Noncurrent lease obligations ​ $ 9,939 ​ $ 1,379 ​ ​ The imputed interest for finance lease obligations represents the interest component of finance leases that will be recognized as interest expense in future periods. The financing component for operating lease obligations represents the effect of discounting the operating lease payments to their present value. ​ ​ ​ ​ 81 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 8. COMMITMENTS AND VARIABLE INTEREST ENTITIES Employee Benefit Plans The Company has a qualified profit sharing plan pursuant to Code Section 401(a) and qualified cash or deferred arrangement pursuant to Code Section 401(k) covering all employees. Employees may elect to contribute up to 50 % of their compensation limited to the amount allowed by tax laws. Company contributions are made solely at the discretion of the Company’s board of directors. The Company’s defined contribution plan (the “Plan”) covers employees who have completed three months of service and who have attained 21 years of age. The Company elects to make matching contributions equal to 50 % of the participants’ contributions to the Plan up to 6 % of the individual participant’s compensation, and subject to a maximum of $ 3,000 per employee. Under the defined Plan, the Company may make discretionary contributions to employee accounts. The Company made matching contributions of $ 2.4 million, $ 2.2 million, and $ 2.3 million during fiscal years 2024, 2023 and 2022, respectively. Variable Interest Entities On March 4, 2016, the Company and the Company’s wholly-owned subsidiary, Willdan Energy Solutions, Inc. (“WES”) , acquired substantially all of the assets of Genesys Engineering, P.C. (“Genesys”) and assumed certain specified liabilities of Genesys (collectively, the “Purchase”) pursuant to an Asset Purchase and Merger Agreement, dated as of February 26, 2016 (the “Agreement”), by and among Willdan Group, Inc., WES, WESGEN (as defined below), Genesys and Ronald W. Mineo (“Mineo”) and Robert J. Braun (“Braun” and, together with Mineo, the “Genesys Shareholders”). On March 5, 2016, pursuant to the terms of the Agreement, WESGEN, Inc., a non-affiliated corporation (“WESGEN”), merged (the “Merger” and, together with the Purchase, the “Acquisition”) with Genesys, with Genesys remaining as the surviving corporation. Genesys was acquired to strengthen the Company’s power engineering capability in the northeastern U.S., and also to increase client exposure and experience with universities. Genesys continues to be a professional corporation organized under the laws of the State of New York, wholly-owned by one or more licensed engineers. Pursuant to New York law, the Company does not own capital stock of Genesys. The Company has entered into an agreement with the Shareholder of Genesys pursuant to which the Shareholder will be prohibited from selling, transferring or encumbering the Shareholder’s ownership interest in Genesys without the Company’s consent. Notwithstanding the Company’s rights regarding the transfer of Genesys’s stock, the Company does not have control over the professional decision making of Genesys’s engineering services. The Company has entered into an administrative services agreement with Genesys pursuant to which WES will provide Genesys with ongoing administrative, operational and other non-professional support services. Genesys pays WES a service fee, which consists of all of the costs incurred by WES to provide the administrative services to Genesys plus ten percent of such costs, as well as any other costs that relate to professional service supplies and personnel costs. As a result of the administrative services agreement, the Company absorbs the expected losses of Genesys through its deferral of Genesys’s service fees owed to WES. The Company manages Genesys and has the power to direct the activities that most significantly impact Genesys’s performance, in addition to being obligated to absorb expected losses from Genesys. Accordingly, the Company is the primary beneficiary of Genesys and consolidates Genesys as a variable interest entity (“VIE”). In addition, the Company concluded there is no noncontrolling interest related to the consolidation of Genesys because the Company determined that (i) the shareholder of Genesys does not have more than a nominal amount of equity investment at risk, (ii) WES absorbs the expected losses of Genesys through its deferral of Genesys’s service fees owed to WES and the Company has, since entering into the administrative services agreement, had to continuously defer service fees for Genesys, and (iii) the Company believes Genesys will continue to have a shortfall on payment of its service fees for the foreseeable future, leaving no expected residual returns for the shareholder. As of December 27, 2024, the Company had one VIE — Genesys. 82 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 9. SEGMENT AND GEOGRAPHICAL INFORMATION Segment Information The Company’s two segments are Energy and Engineering and Consulting, and the Company’s chief operating decision maker, which continues to be its chief executive officer, receives and reviews financial information in this format. As described in Note 2, “ Recent Accounting Pronouncements ”, in November 2023, the FASB issued ASU 2023-07. The Company retroactively adopted ASU 2023-07, which requires, for fiscal years beginning after December 15, 2023, the disclosure of significant segment expenses that are regularly provided to the CODM, along with a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. The Company’s CODM evaluates the performance of each segment based upon the information provided below. There were no intersegment sales during the fiscal years 2024, 2023, or 2022. In addition, enterprise-wide service line contract revenue is not included as it is impracticable to report this information for each group of similar services. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Engineering ​ Unallocated ​ ​ ​ ​ Consolidated ​ ​ Energy & Consulting Corporate Intersegment Total ​ ​ (in thousands) Fiscal Year 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contract revenue ​ $ 473,309 ​ $ 92,489 ​ $ — ​ $ — ​ $ 565,798 Direct subcontractor services and other direct costs ​ ​ 266,092 ​ ​ 3,381 ​ ​ — ​ ​ — ​ ​ 269,473 Direct salaries and wages ​ ​ 55,041 ​ ​ 38,502 ​ ​ — ​ ​ — ​ ​ 93,543 Gross profit ​ ​ 152,176 ​ ​ 50,606 ​ ​ — ​ ​ — ​ ​ 202,782 Other indirect costs ​ ​ 113,998 ​ ​ 36,263 ​ ​ 6,423 ​ ​ — ​ ​ 156,684 EBITDA (1) ​ ​ 38,554 ​ ​ 14,344 ​ ​ ( 3,673 ) ​ ​ — ​ ​ 49,225 Interest expense ​ — ​ ​ — ​ ​ 7,801 ​ ​ — ​ ​ 7,801 Depreciation and amortization ​ 13,260 ​ ​ 1,485 ​ ​ — ​ ​ — ​ ​ 14,745 Segment profit (loss) before income tax expense ​ 25,294 ​ ​ 12,859 ​ ​ ( 11,474 ) ​ ​ — ​ ​ 26,679 Income tax (benefit) expense ​ 3,896 ​ ​ 1,980 ​ ​ ( 1,767 ) ​ ​ — ​ ​ 4,109 Net income (loss) ​ 21,398 ​ ​ 10,879 ​ ​ ( 9,707 ) ​ ​ — ​ ​ 22,570 Segment assets (2) ​ 348,883 ​ ​ 29,202 ​ ​ 109,908 ​ ​ ( 23,130 ) ​ ​ 464,863 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Engineering ​ Unallocated ​ ​ ​ ​ Consolidated ​ ​ Energy & Consulting Corporate Intersegment Total ​ ​ (in thousands) Fiscal Year 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contract revenue ​ $ 426,976 ​ $ 83,119 ​ $ — ​ $ — ​ $ 510,095 Direct subcontractor services and other direct costs ​ ​ 236,603 ​ ​ 3,810 ​ ​ — ​ ​ — ​ ​ 240,413 Direct salaries and wages ​ ​ 54,377 ​ ​ 35,538 ​ ​ — ​ ​ — ​ ​ 89,915 Gross profit ​ ​ 135,996 ​ ​ 43,771 ​ ​ — ​ ​ — ​ ​ 179,767 Other indirect costs ​ ​ 104,644 ​ ​ 32,259 ​ ​ 4,359 ​ ​ — ​ ​ 141,262 EBITDA (1) ​ ​ 32,103 ​ ​ 11,525 ​ ​ ( 3,193 ) ​ ​ — ​ ​ 40,435 Interest expense ​ 6 ​ ​ — ​ ​ 9,407 ​ ​ — ​ ​ 9,413 Depreciation and amortization ​ 15,176 ​ ​ 1,255 ​ ​ — ​ ​ — ​ ​ 16,431 Segment profit (loss) before income tax expense ​ 16,921 ​ ​ 10,270 ​ ​ ( 12,600 ) ​ ​ — ​ ​ 14,591 Income tax (benefit) expense ​ 4,250 ​ ​ 2,580 ​ ​ ( 3,165 ) ​ ​ — ​ ​ 3,665 Net income (loss) ​ 12,671 ​ ​ 7,690 ​ ​ ( 9,435 ) ​ ​ — ​ ​ 10,926 Segment assets (2) ​ 345,745 ​ ​ 25,842 ​ ​ 67,131 ​ ​ ( 23,130 ) ​ ​ 415,588 ​ 83 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Engineering ​ Unallocated ​ ​ ​ ​ Consolidated ​ ​ Energy & Consulting Corporate Intersegment Total ​ ​ (in thousands) Fiscal Year 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contract revenue ​ $ 357,460 ​ $ 71,678 ​ $ — ​ $ — ​ $ 429,138 Direct subcontractor services and other direct costs ​ ​ 199,465 ​ ​ 3,122 ​ ​ — ​ ​ — ​ ​ 202,587 Direct salaries and wages ​ ​ 52,179 ​ ​ 30,793 ​ ​ — ​ ​ — ​ ​ 82,972 Gross profit ​ ​ 105,816 ​ ​ 37,763 ​ ​ — ​ ​ — ​ ​ 143,579 Other indirect costs ​ ​ 99,559 ​ ​ 26,015 ​ ​ 7,579 ​ ​ — ​ ​ 133,153 EBITDA (1) ​ ​ 6,973 ​ ​ 11,877 ​ ​ ( 7,485 ) ​ ​ — ​ ​ 11,365 Interest expense ​ 11 ​ — ​ ​ 5,317 ​ ​ — ​ ​ 5,328 Depreciation and amortization ​ 16,507 ​ 982 ​ ​ — ​ ​ — ​ ​ 17,489 Segment profit (loss) before income tax expense ​ ( 9,544 ) ​ 10,896 ​ ​ ( 12,804 ) ​ — ​ ( 11,452 ) Income tax (benefit) expense ​ ( 2,504 ) ​ 2,858 ​ ​ ( 3,358 ) ​ — ​ ​ ( 3,004 ) Net income (loss) ​ ( 7,041 ) ​ 8,037 ​ ​ ( 9,444 ) ​ — ​ ( 8,448 ) Segment assets (2) ​ 342,067 ​ 22,034 ​ ​ 68,703 ​ ( 23,130 ) ​ 409,674 (1) “EBITDA”, defined as earnings before interest, taxes, depreciation and amortization, is a non-GAAP financial measure. (2) Segment assets are presented net of intercompany receivables. The following tables provide information about disaggregated revenue by contract type, client type and geographical region: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ Energy Engineering and Consulting Total ​ (in thousands) Contract Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Time-and-materials ​ $ 34,381 ​ $ 67,931 ​ $ 102,312 Unit-based ​ ​ 205,117 ​ ​ 19,676 ​ ​ 224,793 Fixed price ​ ​ 233,811 ​ ​ 4,882 ​ ​ 238,693 Total (1) ​ $ 473,309 ​ $ 92,489 ​ $ 565,798 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 34,072 ​ $ 7,548 ​ $ 41,620 Government ​ ​ 182,079 ​ ​ 84,695 ​ ​ 266,774 Utilities (2) ​ ​ 257,158 ​ ​ 246 ​ ​ 257,404 Total (1) ​ $ 473,309 ​ $ 92,489 ​ $ 565,798 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ $ 473,309 ​ $ 92,489 ​ $ 565,798 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ Energy Engineering and Consulting Total ​ (in thousands) Contract Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Time-and-materials ​ $ 35,582 ​ $ 63,530 ​ $ 99,112 Unit-based ​ ​ 199,040 ​ ​ 15,753 ​ ​ 214,793 Fixed price ​ ​ 192,354 ​ ​ 3,836 ​ ​ 196,190 Total (1) ​ $ 426,976 ​ $ 83,119 ​ $ 510,095 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 31,162 ​ $ 5,866 ​ $ 37,028 Government ​ ​ 159,935 ​ ​ 76,972 ​ ​ 236,907 Utilities (2) ​ ​ 235,879 ​ ​ 281 ​ ​ 236,160 Total (1) ​ $ 426,976 ​ $ 83,119 ​ $ 510,095 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ $ 426,976 ​ $ 83,119 ​ $ 510,095 84 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ Energy Engineering and Consulting Total ​ (in thousands) Contract Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Time-and-materials ​ $ 32,491 ​ $ 53,584 ​ $ 86,075 Unit-based ​ ​ 180,509 ​ ​ 14,296 ​ ​ 194,805 Fixed price ​ ​ 144,460 ​ ​ 3,798 ​ ​ 148,258 Total (1) ​ $ 357,460 ​ $ 71,678 ​ $ 429,138 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 29,782 ​ $ 5,566 ​ $ 35,348 Government ​ ​ 126,494 ​ ​ 65,969 ​ ​ 192,463 Utilities (2) ​ ​ 201,184 ​ ​ 143 ​ ​ 201,327 Total (1) ​ $ 357,460 ​ $ 71,678 ​ $ 429,138 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ $ 357,460 ​ $ 71,678 ​ $ 429,138 ​ (1) Amounts may not add to the totals due to rounding. (2) Includes the portion of revenue related to small business programs paid by the end user/customer. (3) Revenue from the Company’s foreign operations were immaterial for fiscal years 2024, 2023, and 2022. ​ The following sets forth the assets that are included in Unallocated Corporate as of December 27, 2024 and December 29, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 ​ ​ (in thousands) Assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 74,158 ​ $ 23,397 Restricted cash ​ ​ — ​ ​ — Accounts receivable, net ​ ​ ( 6,881 ) ​ ​ ( 915 ) Prepaid expenses ​ 2,765 ​ 1,399 Intercompany receivables ​ 3,119,695 ​ 2,345,753 Goodwill ​ ​ 2 ​ ​ 2 Other receivables ​ 40 ​ 880 Equipment and leasehold improvements, net ​ 1,051 ​ 1,299 Investments in subsidiaries ​ 23,130 ​ 23,130 ROU Assets ​ ​ 1,149 ​ ​ 1,389 Other ​ 1,147 ​ 590 Deferred income taxes ​ ​ 13,346 ​ ​ 15,961 ​ ​ $ 3,229,602 ​ $ 2,412,885 Geographical Information Substantially all of the Company’s consolidated revenue was derived from its operations in the U.S. ​ The Company operates through a network of offices spread across 22 U.S. states, the District of Columbia, the Commonwealth of Puerto Rico, and Canada. Revenues from the Company’s Puerto Rican and Canadian operations were not material for fiscal years 2024, 2023, and 2022. Customer Concentration For fiscal years 2024, 2023, and 2022, the Company’s top 10 customers accounted for 51.3 %, 52.7 %, and 54.6 %, respectively, of the Company’s consolidated contract revenue. For fiscal year 2024, the Company had no individual customers that accounted for more than 10% of its consolidated contract revenue. For fiscal year 2023, the Company had no individual customers that accounted for more than 10% of its consolidated contract revenue. For fiscal 85 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) year 2022, the Company derived 12.0 % of its consolidated contract revenue from one customer, Los Angeles Department of Water and Power (“LADWP”). On a segment basis, the Company also had individual customers that accounted for more than 10% of its segment contract revenues. For fiscal year 2024, the Company derived 10.7 % of its Energy segment revenues from one customer, Southern California Edison, and had no individual customers accounted for more than 10% of its Engineering and Consulting segment revenues. For fiscal year 2023, the Company derived 22.7 % of its Energy segment revenues from two customers, LADWP and the Dormitory Authority State of New York (“DASNY”), and had no individual customers accounted for more than 10% of its Engineering and Consulting segment revenues. For fiscal year 2022, the Company derived 14.4 % of its Energy segment revenues from one customer, LADWP, and had no individual customers that accounted for more than 10% of its Engineering and Consulting segment revenues. The Company’s largest clients are based in California and New York. In fiscal years 2024, 2023, and 2022, services provided to clients in California accounted for 43.9 %, 45.1 %, and 41.7 %, respectively, of the Company’s consolidated contract revenue, and services provided to clients in New York accounted for 23.6 %, 24.7 %, and 22.8 %, respectively, of the Company’s consolidated contract revenue. ​ 86 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 10. SHAREHOLDERS’ EQUITY Stock Incentive Plans ​ 2006 Stock Incentive Plan In June 2006, the Company’s board of directors adopted the 2006 Stock Incentive Plan (“2006 Plan”) and it received stockholder approval. The Company re-submitted the 2006 Plan to its stockholders for post-IPO approval at the 2007 annual meeting of the stockholders and it was approved. After the Company’s shareholders approved the 2008 Plan (as defined below) in June 2008, no additional awards were granted under the 2006 Plan. The 2006 Plan had 300,000 shares of common stock reserved for issuance to the Company’s directors, executives, officers, employees, consultants and advisors. Approximately 182,735 shares that were available for award grant purposes under the 2006 Plan became available for grant under the 2008 Plan following shareholder approval of the 2008 Plan. Options granted under the 2006 Plan could be “non-statutory stock options” which expired no more than 10 years from the date of grant or “incentive stock options” as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Upon exercise of non-statutory stock options, the Company is generally entitled to a tax deduction on the exercise of the option for an amount equal to the excess over the exercise price of the fair market value of the shares at the date of exercise. The Company is generally not entitled to any tax deduction on the exercise of an incentive stock option. The 2006 Plan terminated in June 2016 and, as of December 27, 2024, there were no outstanding stock options under the 2006 Plan. Amended and Restated 2008 Performance Incentive Plan In March 2008, the Company’s board of directors adopted the 2008 Performance Incentive Plan (“2008 Plan”), and it received stockholder approval at the 2008 annual meeting of the stockholders in June 2008. The 2008 Plan was originally set to terminate on April 17, 2027 but received extensions at the 2019, 2022, 2023, and 2024 annual meetings of the stockholders. The 2008 Plan is currently scheduled to expire on April 14, 2034. The 2008 Plan initially had 450,000 shares of common stock reserved for issuance (not counting any shares originally available under the 2006 Plan that “poured over”.) At the 2010, 2012, 2016, 2017, 2019, 2022, 2023, and 2024 annual meetings of the stockholders, the stockholders approved 350,000 , 500,000 , 500,000 , 875,000 , 955,000 , 478,000 , 750,000 , and 675,000 share increases, respectively, to the 2008 Plan. The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2008 Plan can also be increased by any shares subject to stock options granted under the 2006 Plan and outstanding as of June 9, 2008 which expire, or for any reason are cancelled or terminated, after June 9, 2008 without being exercised. The 2008 Plan currently has 1,138,000 shares of common stock reserved for issuance. Awards authorized by the 2008 Plan include stock options, stock appreciation rights, restricted stock, stock bonuses, stock units, performance stock, and other share-based awards. No participant may be granted an option to purchase more than 300,000 shares in any fiscal year. Options generally may not be granted with exercise prices less than fair market value at the date of grant, with vesting provisions and contractual terms determined by the compensation committee of the board of directors on a grant-by-grant basis, subject to the minimum vesting provisions contained in the 2008 Plan. Options granted under the 2008 Plan may be “nonqualified stock options” or “incentive stock options” as defined in Section 422 of the Internal Revenue Code. The maximum term of each option shall be 10 years . Upon exercise of nonqualified stock options, the Company is generally entitled to a tax deduction on the exercise of the option for an amount equal to the excess over the exercise price of the fair market value of the shares at the date of exercise. The Company is generally not entitled to any tax deduction on the exercise of an incentive stock option. For awards other than stock options, the Company is generally entitled to a tax deduction at the time the award holder recognizes income with respect to the award equal to the amount of compensation income recognized by the award holder. Options and other awards provide for accelerated vesting if there is a change in control (as defined in the 2008 Plan) and the outstanding awards are not substituted or assumed in connection with the transaction. Through December 27, 2024, outstanding awards granted, net of forfeitures and exercises, under the 2008 Plan consisted of 24,000 shares of incentive stock options, 527,000 shares of nonqualified stock options, 146,000 shares of restricted stock awards, 70,000 shares of restricted stock units, and 168,000 shares of performance-based restricted stock units. 87 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) Employee Stock Purchase Plan Amended and Restated 2006 Employee Stock Purchase Plan The Company adopted its Amended and Restated 2006 Employee Stock Purchase Plan (“ESPP”) to allow eligible employees the right to purchase shares of common stock, at semi-annual intervals, with their accumulated payroll deductions. The ESPP received stockholder approval in June 2006. The Company re-submitted the ESPP to its stockholders for post-IPO approval at the 2007 annual stockholders’ meeting where approval was obtained. The ESPP initially had 300,000 shares of common stock reserved for issuance. At the 2017 and 2023 annual meeting of the stockholders, the stockholders approved an 825,000 and 800,000 share increase to the ESPP, respectively. A total of 1,925,000 shares of the Company’s common stock have been reserved for issuance under the ESPP. The ESPP has semi-annual periods beginning on each January 1 and ending on each June 30 and beginning on each July 1 and ending on each December 31. The first offering period commenced on February 10, 2007 and ended on June 30, 2007. Participants make contributions under the ESPP only by means of payroll deductions each payroll period. The rate of payroll contributions elected by a Participant may not be less than one percent ( 1 %) nor more than ten percent ( 10 %) of the Participant’s Earnings for each payroll period, and only whole percentages may be elected. The accumulated contributions are applied to the purchase of shares. Shares are purchased under the ESPP on, or as soon as practicable after, the last day of the offering period. The purchase price per share equals 85 % of the fair market value of a share on the lesser price of the share on the first day or last day of the offering period. The Company’s Amended and Restated 2006 Employee Stock Purchase Plan is a compensatory plan. As of December 27, 2024, there were 816,000 shares available for issuance under the ESPP. Stock-based Compensation Expense The compensation expense that has been recognized for stock options, restricted stock awards (“RSA”), restricted stock units (“RSU”), performance-based restricted stock units (“PBRSU”), and ESPP issued under these plans was $ 7.4 million, $ 5.3 million, and $ 8.4 million for fiscal years 2024, 2023, and 2022, respectively. ​ The Company did no t have any unrecognized compensation expense related to nonvested stock options for fiscal years 2024, 2023, and 2022. The total unrecognized compensation expense related to RSAs was $ 2.3 million, $ 2.5 million, and $ 1.7 million, for fiscal years 2024, 2023, and 2022, respectively. That expense is expected to be recognized over a weighted-average period of 1.5 years. The total unrecognized compensation expense related to RSUs was $ 1.4 million for fiscal year 2024. The Company did no t have any unrecognized compensation related to RSUs for fiscal years 2023 and 2022. That expense is expected to be recognized over a weighted-average period of 2.2 years. The total unrecognized compensation expense related to PBRSUs was $ 7.0 million, $ 5.2 million, and $ 4.0 million for the fiscal years 2024, 2023, and 2022, respectively. That expense is expected to be recognized over a weighted-average period of 1.1 years. There were no options granted that were immediately vested during the fiscal years 2024, 2023, or 2022. 88 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) Summary of Stock Option Activity A summary of option activity under the 2006 Plan and 2008 Plan as of December 27, 2024 and changes during the fiscal years ended December 27, 2024, December 29, 2023, and December 30, 2022 is presented below. The intrinsic value of the fully-vested options is $ 8.1 million based on the Company’s closing stock price of $ 38.41 and the weighted average exercise price of outstanding options on December 27, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Weighted- ​ Average ​ ​ ​ ​ Average ​ Remaining ​ ​ ​ ​ Exercise ​ Contractual ​ Options Price Term ​ ​ (in thousands) ​ ​ ​ ​ (in years) ​ Outstanding at December 29, 2023 787 ​ $ 20.64 2.70 ​ Granted — ​ — — ​ Exercised ( 221 ) ​ ​ 12.50 ​ — ​ Forfeited or expired ( 15 ) ​ 26.26 — ​ Outstanding at December 27, 2024 551 ​ $ 23.75 ​ 2.30 ​ Vested and expected to vest at December 27, 2024 551 ​ $ 23.75 ​ 2.30 ​ Exercisable at December 27, 2024 551 ​ $ 23.75 ​ 2.30 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ Weighted- ​ Average ​ ​ ​ ​ Average ​ Remaining ​ ​ ​ ​ Exercise ​ Contractual ​ Options Price Term ​ ​ (in thousands) ​ ​ ​ ​ (in years) ​ Outstanding at December 30, 2022 816 ​ $ 20.38 3.68 ​ Granted — ​ — — ​ Exercised ( 19 ) ​ ​ 9.77 ​ — ​ Forfeited or expired ( 10 ) ​ 19.05 — ​ Outstanding at December 29, 2023 787 ​ $ 20.64 ​ 2.70 ​ Vested and expected to vest at December 29, 2023 787 ​ $ 20.64 ​ 2.70 ​ Exercisable at December 29, 2023 787 ​ $ 20.64 ​ 2.70 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Weighted- ​ Average ​ ​ ​ ​ Average ​ Remaining ​ ​ ​ ​ Exercise ​ Contractual ​ Options Price Term ​ ​ (in thousands) ​ ​ ​ ​ (in years) ​ Outstanding at December 31, 2021 849 ​ $ 19.89 4.68 ​ Granted — ​ — — ​ Exercised ( 33 ) ​ ​ 8.12 ​ — ​ Forfeited or expired — ​ — — ​ Outstanding at December 30, 2022 816 ​ $ 20.38 ​ 3.68 ​ Vested and expected to vest at December 30, 2022 816 ​ $ 20.38 ​ 3.68 ​ Exercisable at December 30, 2022 816 ​ $ 20.38 ​ 3.68 ​ ​ The Company did not have any unvested options, nor changes in nonvested options, during the fiscal years 2024, 2023, and 2022. ​ 89 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) Summary of Time-Based Restricted Stock Activity The Company’s time-based restricted stock is comprised of RSAs and RSUs. A summary of RSAs activity under the 2008 Plan as of December 27, 2024 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time-Based ​ Weighted-Average ​ Restricted Stock Award Grant Date Fair Value ​ ​ (in thousands) ​ ​ ​ ​ Outstanding at December 29, 2023 ​ 171 ​ $ 20.44 Awarded ​ 45 ​ ​ 32.58 ​ Vested ​ ( 70 ) ​ ​ 21.60 ​ Forfeited ​ — ​ ​ — ​ Outstanding at December 27, 2024 ​ 146 ​ $ 23.60 ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 30, 2022 ​ 135 ​ $ 34.07 Awarded ​ 154 ​ ​ 18.04 ​ Vested ​ ( 114 ) ​ ​ 33.45 ​ Forfeited ​ ( 4 ) ​ ​ 17.83 ​ Outstanding at December 29, 2023 ​ 171 ​ $ 20.44 ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 31, 2021 ​ 110 ​ $ 38.30 Awarded ​ 104 ​ ​ 31.48 ​ Vested ​ ( 74 ) ​ ​ 36.55 ​ Forfeited ​ ( 5 ) ​ ​ 36.51 ​ Outstanding at December 30, 2022 ​ 135 ​ $ 34.07 ​ ​ A summary of RSUs activity under the 2008 Plan as of December 27, 2024 is presented below. The Company did not grant, nor have any RSU activity, prior to fiscal year 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Time-Based ​ Weighted-Average ​ Restricted Stock Unit Grant Date Fair Value ​ ​ (in thousands) ​ ​ ​ ​ Outstanding at December 29, 2023 ​ — ​ $ — Awarded ​ 70 ​ ​ 27.55 ​ Vested ​ — ​ ​ — ​ Forfeited ​ — ​ ​ — ​ Outstanding at December 27, 2024 ​ 70 ​ $ 27.55 ​ ​ 90 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) Summary of Performance-Based Restricted Stock Unit Activity A summary of performance-based restricted stock unit activity under the 2008 Plan as of December 27, 2024 is presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ Performance-Based ​ Weighted-Average ​ Restricted Stock Unit Grant Date Fair Value ​ ​ (in thousands) ​ ​ ​ Outstanding at December 29, 2023 ​ 130 ​ $ 22.88 Awarded ​ 144 ​ ​ 25.44 Released ​ ( 105 ) ​ ​ 31.60 Forfeited ​ — ​ ​ — Outstanding at December 27, 2024 ​ 169 ​ $ 19.59 ​ ​ ​ ​ ​ ​ Outstanding at December 30, 2022 ​ 66 ​ $ 27.93 Awarded ​ 112 ​ ​ 19.89 Released ​ ( 46 ) ​ ​ 22.84 Forfeited ​ ( 2 ) ​ ​ 21.67 Outstanding at December 29, 2023 ​ 130 ​ $ 22.88 ​ ​ ​ ​ ​ ​ Outstanding at December 31, 2021 ​ 224 ​ $ 31.31 Awarded ​ 186 ​ ​ 38.82 Released ​ ( 278 ) ​ ​ 40.99 Forfeited ​ ( 66 ) ​ ​ 26.61 Outstanding at December 30, 2022 ​ 66 ​ $ 27.93 ​ Fair Value Valuation Assumptions Stock Option Grants The fair value of each option is calculated using the Black-Scholes option valuation model that uses assumptions of expected volatility, expected dividends, expected term in years, and a risk-free rate. Expected volatility is based upon historical volatility of “guideline companies” since the length of time the Company’s shares have been publicly traded is equal to the contractual term of the options. The expected term of the option, taking into account both the contractual term of the option and the effects of employees’ expected exercise and expected post-vesting termination behavior is estimated based upon the simplified method. Under this approach, the expected term is presumed to be the mid-point between the vesting date and the end of the contractual term. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. No options were granted during fiscal years 2024, 2023 or 2022. RSA, RSU and PBRSU Grants The Company’s time-based RSAs and RSUs are valued on the closing price of the Company’s common stock on the date of grant and vest over a three-year period. The Company’s performance-based restricted stock unit awards are valued on the closing price of the Company’s common stock on the date of grant and vest over a performance period. Under the Company’s PBRSU design, 50 % of each award will vest based on the Company’s Adjusted EBITDA performance over a three-year performance period, and the remaining 50 % of each award will vest based upon the Company’s adjusted diluted earnings per share performance over a three-year performance period, respectively. At the end of the full three-year 91 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) vesting period for the grant, the number of PBRSUs that are earned based on the achievement of Adjusted EBITDA and Adjusted Diluted EPS is then multiplied by a percentage based on the Company’s Relative Total Shareholder Return for the three-year period. ESPP The fair value of ESPP purchase rights issued is calculated using the Black-Scholes valuation model that uses the assumptions noted in the following table. Purchase right under the ESPP are generally granted on either January 1 or July 1 of each year. The assumptions are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ 2023 ​ ​ 2022 ​ Weighted-average expected term (in years) ​ .5 ​ ​ .5 ​ ​ .5 ​ Risk-Free interest Rate ​ 5.1 % ​ 4.9 % ​ 1.4 % Stock Price Volatility ​ 29.7 % ​ 29.9 % ​ 30.0 % Dividend yield ​ 0 % ​ 0 % ​ 0 % Fair Value ​ $ 25.22 ​ ​ $ 18.50 ​ ​ $ 31.11 ​ ​ 92 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 11. INCOME TAXES The provision for income taxes is comprised of (1) : ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2024 2023 2022 ​ ​ (in thousands) ​ Current federal taxes ​ $ 361 ​ $ 61 ​ $ ( 1,224 ) ​ Current state taxes ​ 1,207 ​ 676 ​ ( 73 ) ​ Current foreign taxes ​ ​ 18 ​ ​ — ​ ​ — ​ Deferred federal taxes ​ 1,677 ​ 2,022 ​ ( 1,519 ) ​ Deferred state taxes ​ 846 ​ 906 ​ ( 188 ) ​ ​ ​ $ 4,109 ​ $ 3,665 ​ $ ( 3,004 ) ​ (1) Revenue from the Company’s foreign operations was immaterial for fiscal years 2024, 2023, and 2022. The provision for income taxes reconciles to the amounts computed by applying the statutory federal tax rate of 21 % for fiscal years 2024, 2023, and 2022 to the Company’s income before income taxes. The sources and tax effects of the differences for fiscal years 2024, 2023 and 2022 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ ​ 2024 2023 2022 ​ ​ (in thousands) ​ Computed “expected” federal income tax expense ​ $ 5,603 ​ $ 3,064 ​ $ ( 2,405 ) ​ Permanent differences ​ 52 ​ 194 ​ 24 ​ Nondeductible executive compensation ​ ​ 600 ​ ​ 121 ​ ​ 711 ​ Stock options and disqualifying dispositions ​ ​ ( 910 ) ​ ​ 560 ​ ​ 576 ​ Energy efficient building deduction ​ ​ ( 2,053 ) ​ ​ ( 717 ) ​ ​ ( 1,378 ) ​ Current and deferred state income tax expense, net of federal benefit ​ 1,694 ​ 1,250 ​ ( 111 ) ​ Research and development tax credit ​ ​ ( 813 ) ​ ​ ( 867 ) ​ ​ ( 517 ) ​ Change in valuation allowance ​ ​ ( 85 ) ​ ​ — ​ ​ — ​ Other ​ 21 ​ 60 ​ 96 ​ ​ ​ $ 4,109 ​ $ 3,665 ​ $ ( 3,004 ) ​ ​ 93 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets and liabilities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 27, ​ December 29, ​ 2024 2023 ​ ​ (in thousands) Deferred tax assets: ​ ​ ​ ​ ​ ​ Other accrued liabilities ​ $ 4,642 ​ $ 2,907 Federal and state net operating losses ​ ​ 11,451 ​ ​ 15,890 Lease liability ​ ​ 4,269 ​ ​ 3,977 Stock compensation ​ ​ 1,509 ​ ​ 1,214 Capitalized research and development ​ ​ 5,058 ​ ​ 4,286 Credit carryforwards ​ ​ 2,395 ​ ​ 2,819 Excess business interest limitation ​ ​ — ​ ​ 84 Other ​ 212 ​ 432 Total deferred tax assets ​ 29,536 ​ 31,609 Valuation allowance ​ ( 1,106 ) ​ ( 1,191 ) Net deferred tax assets ​ $ 28,430 ​ $ 30,418 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Deferred revenue ​ $ ( 2,899 ) ​ $ ( 2,960 ) Fixed assets ​ ​ ( 2,813 ) ​ ​ ( 3,013 ) Intangible assets ​ ​ ( 5,475 ) ​ ​ ( 4,926 ) Lease right-of-use assets ​ ​ ( 3,806 ) ​ ​ ( 3,558 ) Other ​ ​ ( 91 ) ​ ​ — Total deferred tax liabilities ​ ( 15,084 ) ​ ( 14,457 ) Net deferred tax asset ​ $ 13,346 ​ $ 15,961 ​ As of December 27, 2024, the Company had federal and state operating loss carryovers of $ 32.7 million and $ 66.5 million, respectively. As of December 27, 2024, the Company had a federal tax credit carryforward of $ 2.4 million, and an immaterial amount of state tax credit carryforward. The federal net operating losses begin to expire in 2027. The majority of the state net operating loss carryovers will begin to expire in 2030. During each fiscal year, management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize existing deferred tax assets. During fiscal year 2024, $ 0.1 million of the valuation allowance was released due to expected future utilization of deferred tax assets. As of December 27, 2024 and December 29, 2023, the Company’s liabilities related to uncertain tax positions were immaterial to the consolidated financial statements. The Company may be subject to examination by the Internal Revenue Service (“IRS”) for calendar years 2021 through 2024 . The Company may also be subject to examination on certain state and local jurisdictions for the years 2020 through 2024 . The Company's policy is to recognize interest and penalties related to unrecognized tax benefits in income tax expense. As of December 27, 2024 and December 29, 2023, the Company did no t have any unrecognized tax benefits. In addition, during the fiscal year 2024, the Company did no t have any additions or reductions of unrecognized tax benefits. ​ ​ ​ 94 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 12. EARNINGS PER SHARE (“EPS”) Basic EPS is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is computed by dividing net income by the weighted-average number of common shares outstanding and dilutive potential common shares for the period. Potential common shares include the weighted-average dilutive effects of outstanding stock options and restricted stock awards using the treasury stock method. The following table sets forth the number of weighted-average common shares outstanding used to compute basic and diluted EPS: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ ​ 2024 2023 2022 ​ ​ (in thousands, except per share amounts) Net income (loss) ​ $ 22,570 ​ $ 10,926 ​ $ ( 8,448 ) Weighted-average common shares outstanding ​ 13,818 ​ 13,394 ​ 13,013 Effect of dilutive stock options and restricted stock awards ​ 427 ​ 212 ​ — Weighted-average common shares outstanding-diluted ​ 14,245 ​ 13,606 ​ 13,013 Earnings (Loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 1.63 ​ $ 0.82 ​ $ ( 0.65 ) Diluted ​ $ 1.58 ​ $ 0.80 ​ $ ( 0.65 ) ​ For the fiscal year 2024 and fiscal year 2023, the Company excluded 71,000 and 363,000 common shares subject to outstanding equity awards, respectively, from the calculation of diluted shares because their impact would have been anti-dilutive. For the fiscal year 2022, the Company reported a net loss, and accordingly, all outstanding equity awards have been excluded from such periods because including them would have been anti-dilutive. ​ 95 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 13. BUSINESS COMBINATIONS Acquisition of Enica Engineering, PLLC. ​ On October 23, 2024 , (the “Enica Closing Date”), the Company, through its wholly owned subsidiary, WES, acquired substantially all of the assets of Enica Engineering, PLLC . (“Enica”), pursuant to the terms of the Asset Purchase Agreement, dated as of October 23, 2024 (the “Enica Agreement”), by and among the Company, WES, Genesys, Enica, and Reed Berinato (“Berinato”) and Mark Prewett (“Prewett” and, together with Berinato, the “Enica Members”). Enica is an energy efficiency company that provides an array of services around energy projects, metering, and consulting services to help its customers drive energy efficiency, decarbonization, and energy reduction. Enica’s financial information is included within the Company’s Energy segment beginning in the fourth quarter of fiscal year 2024. The Company expects to finalize the purchase price allocation related to this transaction by the end of the second quarter of fiscal year 2025. The Company agreed to pay (i) $ 12.0 million in cash on the Enica Closing Date (subject to holdbacks and adjustments) and (ii) up to $ 6.0 million in cash if Enica exceeds certain financial targets during the two years after the Enica Closing Date, as further described below (such potential payments of up to $ 6.0 million, being referred to as “Enica Earnout Payments” and $ 6.0 million in respect thereof, being referred to as the “Enica Maximum Earnout”); for a potential maximum purchase price of $ 18.0 million. The amount of the Enica Earnout Payments to be paid will be determined based on Enica’s earnings before interest, taxes, depreciation and amortization (“Enica’s EBITDA”). The Enica Members will receive Enica Earnout Payments in each of the two years after the Enica Closing Date (the “Earnout Period”) based on the amount by which Enica’s EBITDA exceeds certain targets. The amounts due to the Enica Members as Enica Earnout Payments will in no event, individually or in the aggregate, exceed the Enica Maximum Earnout. Enica Earnout Payments will be made in annual installments for each of the two years of the Enica Earnout Period. In addition, the Enica Earnout Payments will be subject to certain subordination provisions in favor of the lenders under the Company’s Credit Agreement. The Enica Agreement contains customary representations and warranties regarding the Company, WES, Genesys, Enica, and the Enica Members, indemnification provisions and other provisions customary for transactions of this nature. The Company used cash on hand to fund the initial purchase price on the Enica Closing Date. The acquisition was accounted for as a business combination in accordance with ASC 805. Under ASC 805, the Company recorded the acquired assets and assumed liabilities at their estimated fair value with the excess allocated to goodwill. Goodwill represents the value the Company expects to achieve through the operational synergies, the expansion into new markets and the acquired company’s assembled work force. The Company estimates that the entire $ 9.8 million of goodwill resulting from the acquisition will be tax deductible. Preliminary consideration for the acquisition includes the following: ​ ​ ​ ​ ​ ​ Enica ​ ​ (in thousands) Cash consideration ​ $ 7,364 Other working capital adjustments and holdbacks (1) ​ ​ 4,847 Contingent consideration ​ ​ 4,060 Total consideration ​ $ 16,271 (1) Of which $ 3.5 million is included within accrued liabilities in the Company’s consolidated balance sheet and the remainder is included within accounts payable in the Company’s consolidated balance sheet. 96 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) The following table summarizes the amounts for the acquired assets recorded at their estimated fair value as of the acquisition date: ​ ​ ​ ​ ​ ​ Enica ​ ​ (in thousands) Current assets ​ $ 2,358 Non-current assets (1) ​ ​ 69 Right-of-use assets ​ ​ 652 Liabilities ​ ​ ( 658 ) Lease liability ​ ​ ( 652 ) Backlog ​ ​ 576 Customer relationships ​ ​ 3,892 Tradename ​ ​ 187 Goodwill ​ ​ 9,847 Net assets acquired ​ $ 16,271 ​ (1) Excluded from non-current assets are right-of-use assets, backlog, customer relationships, tradename, and goodwill. During the fiscal year 2024, the Company did not make any adjustments to the consideration paid for Enica, and as a result, there were no adjustments to the purchase price allocation for the fiscal year ended December 27, 2024. Acquisition related costs associated with Enica are included in other general and administrative expenses in the consolidated statements of comprehensive income and were not material for the year ended December 27, 2024. The following unaudited pro forma financial information for the fiscal years ended December 27, 2024 and December 29, 2023 assumes that the acquisitions of substantially all of the assets of Enica occurred on the first day of the year prior to the year of acquisition: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ 2024 2023 ​ ​ (in thousands, except per share data) ​ ​ (Unaudited) Pro forma revenue ​ $ 573,835 ​ $ 518,521 ​ ​ ​ ​ ​ ​ ​ Pro forma income (loss) from operations ​ $ 33,633 ​ $ 24,079 Pro forma net income (loss) (1) ​ $ 24,499 ​ $ 12,427 ​ ​ ​ ​ ​ ​ ​ Income (Loss) per share: ​ ​ ​ ​ ​ ​ Basic ​ $ 1.77 ​ $ 0.93 Diluted ​ $ 1.72 ​ $ 0.91 ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding: ​ ​ ​ ​ ​ ​ Basic ​ ​ 13,818 ​ ​ 13,394 Diluted ​ ​ 14,245 ​ ​ 13,606 (1) Adjustments to pro forma net income include income from operations, amortization and interest expenses. This pro forma supplemental information does not purport to be indicative of what the Company’s operating results would have been had the acquisitions of substantially all of the assets of Enica occurred on the first day of the year prior to the year of acquisition and may not be indicative of future operating results. During fiscal year 2024, the acquisition of Enica contributed $ 1.8 million in revenue and $ 0.4 million of income from operations. 97 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 14. CONTINGENCIES Claims and Lawsuits The Company is subject to claims and lawsuits from time to time, including those alleging professional errors or omissions that arise in the ordinary course of business against firms that operate in the engineering and consulting professions. The Company carries professional liability insurance, subject to certain deductibles and policy limits, for such claims as they arise and may from time to time establish reserves for litigation that is considered probable of a loss. In accordance with accounting standards regarding loss contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and discloses the amount accrued and an estimate of any reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for the Company’s financial statements not to be misleading. The Company does not accrue liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. Because litigation outcomes are inherently unpredictable, the Company’s evaluation of legal proceedings often involves a series of complex assessments by management about future events and can rely heavily on estimates and assumptions. If the assessments indicate that loss contingencies that could be material to any one of the Company’s financial statements are not probable, but are reasonably possible, or are probable, but cannot be estimated, then the Company will disclose the nature of the loss contingencies, together with an estimate of the possible loss or a statement that such loss is not reasonably estimable. While the consequences of certain unresolved proceedings are not presently determinable, and a reasonable estimate of the probable and reasonably possible loss or range of loss in excess of amounts accrued for such proceedings cannot be made, an adverse outcome from such proceedings could have a material adverse effect on the Company’s earnings in any given reporting period. However, in the opinion of the Company’s management, after consulting with legal counsel, and taking into account insurance coverage, the ultimate liability related to current outstanding claims and lawsuits is not expected to have a material adverse effect on the Company’s financial statements. ​ 98 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 15. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The tables below reflect selected quarterly information for the fiscal years ended December 27, 2024 and December 29, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Three Months Ended ​ ​ March 29, ​ June 28, ​ September 27, ​ December 27, ​ 2024 2024 2024 2024 ​ ​ (in thousands except per share amounts) Contract revenue ​ $ 122,489 ​ $ 140,996 ​ $ 158,252 ​ $ 144,061 ​ Income (loss) from operations ​ 5,361 ​ 6,448 ​ 8,674 ​ 10,870 ​ Income tax expense (benefit) ​ 986 ​ 720 ​ 157 ​ 2,246 ​ Net income (loss) ​ 2,942 ​ 4,594 ​ 7,346 ​ 7,688 ​ Earnings (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.22 ​ $ 0.33 ​ $ 0.53 ​ $ 0.55 ​ Diluted ​ $ 0.21 ​ $ 0.33 ​ $ 0.51 ​ $ 0.53 ​ Weighted-average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 13,605 ​ 13,725 ​ 13,930 ​ 14,012 ​ Diluted ​ 13,910 ​ 14,074 ​ 14,358 ​ 14,509 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Three Months Ended ​ ​ March 31, ​ June 30, ​ September 29, ​ December 29, ​ 2023 2023 2023 2023 ​ ​ (in thousands except per share amounts) Contract revenue ​ $ 102,603 ​ $ 119,077 ​ $ 132,738 ​ $ 155,677 Income (loss) from operations ​ 4,014 ​ 2,474 ​ 3,837 ​ 11,749 Income tax expense (benefit) ​ 756 ​ 243 ​ 713 ​ 1,953 Net income (loss) ​ 932 ​ 397 ​ 1,566 ​ 8,031 Earnings (loss) per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.07 ​ $ 0.03 ​ $ 0.12 ​ $ 0.59 Diluted ​ $ 0.07 ​ $ 0.03 ​ $ 0.11 ​ $ 0.58 Weighted-average shares outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 13,266 ​ 13,344 ​ 13,462 ​ 13,503 Diluted ​ 13,470 ​ 13,487 ​ 13,709 ​ 13,731 ​ ​ 99 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) 16. SUBSEQUENT EVENTS ​ In accordance with ASC Topic 855, Subsequent Events, the Company evaluates subsequent events up until the date the consolidated financial statements are issued. ​ Alpha Inspections, Inc. ​ On January 31, 2025 (the “Alpha Closing Date”), the Company, through its wholly owned subsidiary, Willdan Engineering, Inc., acquired all of the capital stock of Alpha Inspections, Inc. (“Alpha”), pursuant to the terms of the Stock Purchase Agreement, dated as of January 31, 2025 (the “Alpha Stock Purchase Agreement”), by and among the Company, Willdan Engineering, Inc., and Jennifer Murphy as the sole shareholder of Alpha Inspections, Inc. (the “Alpha Member”). ​ Pursuant to the terms of the Alpha Stock Purchase Agreement, the purchase price consisted of $ 12.0 million to be paid in cash on the Alpha Closing Date (subject to holdbacks and adjustments). The Alpha Stock Purchase Agreement contains customary representations and warranties regarding the Company, Willdan Engineering, Alpha, and the Alpha Member, indemnification provisions and other provisions customary for transactions of this nature. Pursuant to the terms of the Alpha Stock Purchase Agreement, the Company, and Willdan Engineering, provided guarantees to the Alpha Member which guarantee certain of Alpha’s obligations under the Alpha Stock Purchase Agreement. The Company used cash on hand to fund the purchase price. Alpha is a company that provides an array of municipal services including building inspections, and plan reviews. Alpha’s financial information will be included within the Engineering and Consulting segment beginning in the first quarter of fiscal year 2025 and the Company expects to finalize the purchase price allocation related to this transaction by the end of the fourth quarter of fiscal year 2025. ​ Alternative Power Generation, Inc. ​ On March 3, 2025 (the “APG Closing Date”), the Company, through its wholly owned subsidiary, WES, acquired all of the capital stock of Alternative Power Generation, Inc. (“APG”), pursuant to the terms of the Stock Purchase Agreement, dated as of March 3, 2025 (the “APG Stock Purchase Agreement”), by and among the Company, WES, and each of the stockholders of APG (the “APG Stockholders”). ​ Pursuant to the terms of the APG Stock Purchase Agreement, the Company agreed to pay up to $ 43.5 million for the purchase of all the capital stock of APG, which purchase price consists of (i) $ 19.5 million in cash paid on the APG Closing Date (subject to holdbacks and adjustments), (ii) $ 6.0 million in shares of the Company’s common stock, based on the closing average price per share of the Company’s common stock for the twenty trading days preceding the APG Closing Date, and (iii) up to $ 18.0 million in cash if APG exceeds certain financial targets during the three years after the APG Closing Date, as more fully described below (such potential payments of up to $ 18.0 million being referred to as “APG Earnout Payments” and $ 18.0 million in respect thereof, being referred to as the “APG Maximum Payout”). The amount of the APG Earnout Payments to be paid will be determined based on APG’s earnings before interest, taxes, depreciation and amortization (“APG EBITDA”). The APG Stockholders will receive APG Earnout Payments in each of the three years after the APG Closing Date (the “APG Earnout Period”) based on the amount by which APG EBITDA exceeds certain targets. The amounts due to the APG Stockholders as APG Earnout Payments will in no event, individually or in the aggregate, exceed the APG Maximum Payout. APG Earnout Payments will be made in annual installments for each of the three years of the APG Earnout Period. In addition, the APG Earnout Payments will be subject to certain subordination provisions in favor of the lenders under the Company’s Credit Agreement. 100 Table of Contents WILLDAN GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued) The APG Stock Purchase Agreement contains customary representations and warranties regarding the Company, WES, APG, and the APG Stockholders, indemnification provisions, and other provisions customary for transactions of this nature. The Company used cash on hand to fund the initial purchase price. APG provides innovative, progressive, and customized electric power solutions for EV charging, solar, AI data centers, microgrids, battery energy storage systems (BESS), and substations. APG offers consulting, design, engineering, procurement, and construction management. APG’s financial information will be included within the Energy segment beginning in the first quarter of fiscal year 2025 and the Company expects to finalize the purchase price allocation related to this transaction by the end of the fourth quarter of fiscal year 2025. ​ ​ ​ ​ ​ ​ ​ 101 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no changes in and/or disagreements with accountants on accounting and financial disclosure during the fiscal year ended December 27, 2024.