Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 30, 2012	May 07, 2012
Document and Entity Information
Entity Registrant Name	Willdan Group, Inc.
Entity Central Index Key	0001370450
Document Type	10-Q
Document Period End Date	Mar. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-28
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		7,296,585
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 30, 2012	Dec. 30, 2011
Current assets:
Cash and cash equivalents	$ 5,008,000	$ 3,001,000
Accounts receivable, net of allowance for doubtful accounts of $479,000 and $421,000 at March 30, 2012 and December 30, 2011, respectively	14,550,000	16,782,000
Costs and estimated earnings in excess of billings on uncompleted contracts	23,964,000	20,672,000
Other receivables	77,000	175,000
Prepaid expenses and other current assets	1,695,000	1,724,000
Total current assets	45,294,000	42,354,000
Equipment and leasehold improvements, net	1,119,000	1,217,000
Goodwill	15,208,000	15,208,000
Other intangible assets, net	39,000	49,000
Other assets	450,000	383,000
Deferred income taxes, net of current portion	5,100,000	5,100,000
Total assets	67,210,000	64,311,000
Current liabilities:
Excess of outstanding checks over bank balance	2,167,000	1,777,000
Borrowings under line of credit	3,000,000	256,000
Accounts payable	10,496,000	8,182,000
Accrued liabilities	8,821,000	10,192,000
Billings in excess of costs and estimated earnings on uncompleted contracts	1,187,000	752,000
Current portion of notes payable	360,000	600,000
Current portion of capital lease obligations	148,000	163,000
Current portion of deferred income taxes	7,349,000	7,349,000
Total current liabilities	33,528,000	29,271,000
Notes payable, less current portion	60,000	77,000
Capital lease obligations, less current portion	113,000	136,000
Deferred lease obligations	498,000	534,000
Total liabilities	34,199,000	30,018,000
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding
Common stock, $0.01 par value, 40,000,000 shares authorized: 7,297,000 and 7,274,000 shares issued and outstanding at March 30, 2012 and December 30, 2011, respectively	73,000	73,000
Additional paid-in capital	34,194,000	34,065,000
Accumulated (deficit) earnings	(1,256,000)	155,000
Total stockholders' equity	33,011,000	34,293,000
Total liabilities and stockholders' equity	$ 67,210,000	$ 64,311,000

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 30, 2012	Dec. 30, 2011
CONDENSED CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 479,000	$ 421,000
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	7,297,000	7,274,000
Common stock, shares outstanding	7,297,000	7,274,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	Mar. 30, 2012	Apr. 01, 2011
Contract revenue	$ 25,468,000	$ 22,742,000
Direct costs of contract revenue (exclusive of depreciation and amortization shown separately below):
Salaries and wages	5,957,000	6,371,000
Subconsultant services	10,930,000	7,226,000
Other direct costs, net	307,000	(34,000)
Total direct costs of contract revenue	17,194,000	13,563,000
General and administrative expenses:
Salaries and wages, payroll taxes and employee benefits	6,428,000	5,561,000
Facilities and facilities related	1,195,000	1,078,000
Stock-based compensation	54,000	54,000
Depreciation and amortization	174,000	257,000
Other	2,740,000	2,509,000
Total general and administrative expenses	10,591,000	9,459,000
Loss from operations	(2,317,000)	(280,000)
Other (expense) income, net:
Interest income	1,000	2,000
Interest expense	(22,000)	(18,000)
Other, net		5,000
Total other expense, net	(21,000)	(11,000)
Loss before income taxes	(2,338,000)	(291,000)
Income tax (benefit) expense	(927,000)
Net loss	$ (1,411,000)	$ (291,000)
Loss per share:
Basic and diluted (in dollars per share)	$ (0.19)	$ (0.04)
Weighted-average shares outstanding:
Basic (in shares)	7,291,000	7,251,000
Diluted (in shares)	7,291,000	7,251,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	Mar. 30, 2012	Apr. 01, 2011
Cash flows from operating activities:
Net loss	$ (1,411,000)	$ (291,000)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	191,000	274,000
Lease abandonment expense, net	4,000	13,000
Gain (loss) on sale of equipment		(2,000)
Provision for doubtful accounts	58,000	10,000
Stock-based compensation	54,000	54,000
Changes in operating assets and liabilities:
Accounts receivable	2,174,000	729,000
Costs and estimated earnings in excess of billings on uncompleted contracts	(3,292,000)	(630,000)
Other receivables	98,000	66,000
Prepaid expenses and other current assets	29,000	176,000
Other assets	(67,000)	10,000
Accounts payable	2,314,000	(750,000)
Accrued liabilities	(1,371,000)	239,000
Billings in excess of costs and estimated earnings on uncompleted contracts	435,000	805,000
Deferred lease obligations	(40,000)	(33,000)
Net cash (used in) provided by operating activities	(824,000)	670,000
Cash flows from investing activities:
Purchase of equipment and leasehold improvements	(73,000)	(201,000)
Proceeds from sale of equipment		1,000
Net cash used in investing activities	(73,000)	(200,000)
Cash flows from financing activities:
Changes in excess of outstanding checks over bank balance	390,000	(117,000)
Payments on notes payable	(257,000)	(35,000)
Proceeds from notes payable		23,000
Borrowings under line of credit	5,469,000	7,237,000
Repayments on line of credit	(2,725,000)	(7,029,000)
Principal payments on capital lease obligations	(48,000)	(48,000)
Proceeds from stock option exercise	10,000
Proceeds from sales of common stock under employee stock purchase plan	65,000	42,000
Net cash provided by financing activities	2,904,000	73,000
Net increase in cash and cash equivalents	2,007,000	543,000
Cash and cash equivalents at beginning of the period	3,001,000	6,642,000
Cash and cash equivalents at end of the period	5,008,000	7,185,000
Cash paid during the period for:
Interest	21,000	23,000
Income taxes	17,000
Supplemental disclosures of noncash investing and financing activities:
Equipment acquired under capital lease obligations	$ 10,000	$ 103,000

BASIS OF PRESENTATION, ORGANIZATION AND OPERATIONS OF THE COMPANY

3 Months Ended

Mar. 30, 2012

BASIS OF PRESENTATION, ORGANIZATION AND OPERATIONS OF THE COMPANY

BASIS OF PRESENTATION, ORGANIZATION AND OPERATIONS OF THE COMPANY

1. BASIS OF PRESENTATION, ORGANIZATION AND OPERATIONS OF THE COMPANY

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments, which consist of only normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the consolidated results for the interim periods presented. Results for the interim periods are not necessarily indicative of results for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The consolidated financial statements should be read in conjunction with Willdan Group, Inc.’s 2011 Annual Report on Form 10-K filed on March 29, 2012.

Nature of Business

Willdan Group, Inc. and subsidiaries (“Willdan Group” or the “Company”) is a provider of professional technical and consulting services to public agencies at all levels of government, public and private utilities and commercial and industrial firms in California and New York. The Company also has operations in Arizona, Florida, Texas, Washington and Washington, D.C. The Company enables these entities to provide a wide range of specialized services without having to incur and maintain the overhead necessary to develop staffing in-house. The Company provides a broad range of complementary services including engineering and planning, energy efficiency and sustainability, economic and financial consulting, and national preparedness and interoperability. The Company’s clients primarily consist of public and governmental agencies, including cities, counties, public utilities, redevelopment agencies, water districts, school districts and universities, state agencies, federal agencies, a variety of other special districts and agencies, private utilities and industry and tribal governments.

Principles of Consolidation

The consolidated financial statements include the accounts of Willdan Group, Inc. and its wholly owned subsidiaries, Willdan Engineering, Willdan Energy Solutions, Public Agency Resources, Willdan Financial Services and Willdan Homeland Solutions. All significant intercompany balances and transactions have been eliminated in consolidation.

Accounting for Contracts

The Company enters into contracts with its clients that contain three principal types of pricing provisions: fixed price, time-and-materials, and unit-based. Revenue on fixed price contracts is recognized on the percentage-of-completion method based generally on the ratio of direct costs (primarily exclusive of depreciation and amortization costs) incurred to date to estimated total direct costs at completion. Revenue on time-and-materials and unit-based contracts is recognized as the work is performed in accordance with the specific terms of the contract. Contracts that provide for multiple services or deliverables are evaluated as multiple element arrangements to determine the appropriate unit of accounting, allocation of contract value, and method of revenue recognition for each element. Revenue for amounts that have been billed but not earned is deferred and such deferred revenue is referred to as billings in excess of costs and estimated earnings on uncompleted contracts in the accompanying consolidated balance sheets.

Adjustments to contract cost estimates are made in the periods in which the facts requiring such revisions become known. When the revised estimate indicates a loss, such loss is provided for currently in its entirety. Claims revenue is recognized only upon resolution of the claim. Change orders in dispute are evaluated as claims. Costs related to un-priced change orders are expensed when incurred and recognition of the related contract revenue is based on an evaluation of the probability of recovery of the costs. Estimated profit is recognized for un-priced change orders if realization of the expected price of the change order is probable.

Applying the percentage-of-completion method of recognizing revenue requires the Company to estimate the outcome of its long-term contracts. The Company forecasts such outcomes to the best of its knowledge and belief of current and expected conditions and its expected course of action. Differences between the Company’s estimates and actual results often occur resulting in changes to reported revenue and earnings. Such changes could have a material effect on future consolidated financial statements.

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, subconsultant 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 operations 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.

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 the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Credit risk is generally minimal with governmental entities, but disputes may arise related to these receivable amounts. Accounts receivables are written off when deemed uncollectible. Recoveries of accounts receivables previously written off are recorded when received.

The value of retainage is included in accounts receivable in the accompanying consolidated financial statements. Retainage represents the billed amount that is retained by the customer, in accordance with the terms of the contract, generally until performance is substantially complete. At March 30, 2012 and December 30, 2011, the Company had retained accounts receivable of approximately $973,000 and $579,000, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash, cash equivalents, accounts receivable, costs and estimated earnings in excess of billings on uncompleted contracts, other receivables, prepaid expenses and other current assets, excess of outstanding checks over bank balance, accounts payable, accrued liabilities and billings in excess of costs and estimated earnings on uncompleted contracts and 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.

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.

Liquidity

The Company had $5.0 million of cash and cash equivalents as of March 30, 2012. The Company’s primary sources of liquidity are cash generated from operations and funds available under its revolving line of credit with Wells Fargo Bank, National Association (“Wells Fargo”), which matures on April 1, 2013. While the Company believes that its cash and cash equivalents on hand, cash generated by operating activities and funds available under its line of credit will be sufficient to finance its operating activities for at least the next 12 months, if the Company does experience a cash flow shortage or violate the current terms of its credit agreement, the Company may have difficulty obtaining additional funds on favorable terms, if at all.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

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+ Details

BUSINESS COMBINATION

3 Months Ended

Mar. 30, 2012

BUSINESS COMBINATION

BUSINESS COMBINATION

2. BUSINESS COMBINATION

On June 9, 2008, the Company acquired all of the outstanding stock of Willdan Energy Solutions, formerly known as Intergy Corporation, a California—based consulting company that assists companies, institutions and agencies with planning and implementing their energy efficiency, water conservation and renewable energy strategies. The acquisition cost recorded by the Company as of March 30, 2012 was $17.9 million, consisting of $9.9 million in cash paid at closing, a $0.2 million net asset value adjustment, a guaranteed payment of $1.0 million in cash paid in June 2009, an earn-out payment of $1.3 million paid in August 2009, an earn-out payment of $2.1 million paid in September 2010, an earn-out payment of $2.7 million paid in August 2011 and $0.7 million in transaction costs. The final earn-out payment was required because Willdan Energy Solutions achieved certain financial targets over the twelve month period ending July 1, 2011. The Company has recorded $15.2 million of goodwill associated with the acquisition through March 30, 2012.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

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+ Details

GOODWILL AND OTHER INTANGIBLE ASSETS

3 Months Ended

Mar. 30, 2012

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

3. GOODWILL AND OTHER INTANGIBLE ASSETS

As of March 30, 2012 and December 30, 2011, the Company had $15.2 million of goodwill, all of which relates to the Energy Solutions reporting unit, which comprises the Energy Efficiency Services reporting segment.

The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with finite useful lives as of March 30, 2012 and December 30, 2011, included in intangible assets, net in the accompanying consolidated balance sheets, were as follows:

	March 30, 2012				December 30, 2011
	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization		Amortization Period (yrs)
Backlog	$	920,000	$	920,000	$	920,000	$	920,000	1
Training materials/courses	282,000		243,000		282,000		233,000		5
Non-compete agreements	30,000		30,000		30,000		30,000		3
	$	1,232,000	$	1,193,000	$	1,232,000	$	1,183,000

The Company’s amortization expense for acquired identifiable intangible assets with finite useful lives was $10,000 for the fiscal three months ended March 30, 2012, as compared to $13,000 for the fiscal three months ended April 1, 2011. Estimated amortization expense for acquired identifiable intangible assets for the remainder of fiscal 2012 and the succeeding years is as follows:

Fiscal year:
2012	$	27,000
2013	12,000
	$	39,000

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References+ Details

EARNINGS PER SHARE (EPS)

3 Months Ended

Mar. 30, 2012

EARNINGS PER SHARE (EPS)

EARNINGS PER SHARE (EPS)

4. 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 using the treasury stock method.

The following table sets forth the number of weighted-average shares used to compute basic and diluted EPS:

	Three Months Ended
	March 30, 2012			April 1, 2011

Net loss	$	(1,411,000	)	$	(291,000	)

Weighted-average common shares outstanding	7,291,000			7,251,000
Effect of dilutive stock options	—			—
Weighted-average common stock outstanding-diluted	7,291,000			7,251,000

Loss per share:
Basic and diluted	$	(0.19	)	$	(0.04	)

For the three months ended March 30, 2012, 456,000 options were excluded from the calculation of dilutive potential common shares, compared to 232,000 options for the same period last year. These options were not included in the computation of dilutive potential common shares because of the net loss position or the assumed proceeds per share exceeded the average market price per share for the periods. Accordingly, the inclusion of these options would have been anti-dilutive. For periods in which the Company incurs net losses, dilutive potential common shares are excluded as they would be anti-dilutive.

- Definition

The entire disclosure for earnings per share.

+ References+ Details

EQUIPMENT AND LEASEHOLD IMPROVEMENTS

3 Months Ended

Mar. 30, 2012

EQUIPMENT AND LEASEHOLD IMPROVEMENTS

EQUIPMENT AND LEASEHOLD IMPROVEMENTS

5. EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Equipment and leasehold improvements consist of the following:

	March 30, 2012			December 30, 2011
Furniture and fixtures	$	3,422,000		$	3,393,000
Computer hardware and software	6,294,000			6,279,000
Leasehold improvements	800,000			787,000
Equipment under capital leases	831,000			821,000
Automobiles, trucks, and field equipment	543,000			543,000
	11,890,000			11,823,000
Accumulated depreciation and amortization	(10,771,000		)	(10,606,000		)
Equipment and leasehold improvements, net	$	1,119,000		$	1,217,000

- Definition

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

+ References+ Details

ACCRUED LIABILITIES

3 Months Ended

Mar. 30, 2012

ACCRUED LIABILITIES

ACCRUED LIABILITIES

6. ACCRUED LIABILITIES

Accrued liabilities consist of the following:

	March 30, 2012			December 30, 2011
Accrued bonuses	$	22,000		$	944,000
Paid leave bank	1,623,000			1,415,000
Compensation and payroll taxes	1,669,000			770,000
Accrued legal	62,000			101,000
Accrued workers’ compensation insurance	32,000			24,000
Accrued rent	327,000			320,000
Employee withholdings	309,000			234,000
Client deposits	108,000			247,000
Unvouchered accounts payable	5,560,000			6,083,000
Other	(891,000		)	54,000
Total accrued liabilities	$	8,821,000		$	10,192,000

LINE OF CREDIT

3 Months Ended

Mar. 30, 2012

LINE OF CREDIT

LINE OF CREDIT

7. LINE OF CREDIT

The Company currently has a revolving credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”), which was entered into on December 23, 2011 and became effective as of January 1, 2012. The credit agreement replaces the Company’s prior credit facility with Wells Fargo that expired on January 1, 2012. There were $3.0 million of outstanding borrowings under this agreement as of March 30, 2012.

The Company’s credit agreement with Wells Fargo provides for a $5.0 million revolving line of credit, including a $5.0 million standby letter of credit sub-facility, and matures on April 1, 2013. Loans made under the revolving line of credit will accrue interest at either (i) a floating rate equal to the prime rate in effect from time to time or (ii) a fixed rate of 2.25% above LIBOR, with the interest rate to be selected by the Company.

Borrowings under the revolving line of credit are guaranteed by all of the Company’s subsidiaries except Public Agency Resources (the “Guarantors”) and secured by all of the Company’s and the Guarantors’ accounts receivable and other rights to payment, general intangibles, inventory and equipment. Pursuant to the credit agreement, the Company also must pay a 0.25% fee on unused commitments and customary fees on any letters of credit drawn under the facility.

The credit agreement contains customary representations and affirmative covenants, including financial covenants that require the Company to maintain (i) net income after taxes of at least $250,000, measured on a rolling four quarter basis, without losses in two consecutive quarters; (ii) a maximum ratio of total funded debt (measured as the sum of all obligations for borrowed money, including subordinated debt, plus all capital lease obligations) to EBITDA of 1.75 to 1.00, measured quarterly on a rolling four quarter basis; and (iii) a minimum asset coverage ratio of 2.50 to 1.00 as of each quarter end, measured as unrestricted cash plus net-billed accounts receivables divided by amounts outstanding and issued letters of credit under the revolving line of credit.

The credit agreement also includes customary negative covenants, including (i) restrictions on the incurrence of additional indebtedness by the Company or the Guarantors other than purchase money indebtedness not to exceed $2.0 million and indebtedness existing on the date of the credit agreement, (ii) restrictions on the payment of dividends on the Company’s stock and redemptions, repurchases or other acquisitions of the Company’s stock, except that the Company can repurchase stock with an aggregate fair market value up to $5.0 million in any calendar year, and (iii) limitations on asset sales, mergers and acquisitions. In addition, the credit agreement includes customary events of default.

As of March 30, 2012, the Company had breached the net income covenant under the credit agreement because it sustained net losses during the last two quarters. Wells Fargo has granted the Company a waiver for this breach. Additionally, the Company’s ratio of total funded debt to EBITDA was 1.70 as of March 30, 2012, limiting its ability to borrow additional funds under its credit facility without violating the maximum ratio of total funded debt to EBITDA of 1.75. If the Company does breach covenants under the credit facility in the future, Wells Fargo is not obligated to provide any waivers or modify the terms of the credit agreement, and could choose to increase the interest rate by 4.0%, make the loans then outstanding under the credit agreement immediately due and payable, and/or terminate its commitments to the Company under the credit agreement.

The Company has also financed, from time to time, insurance premiums by entering into unsecured notes payable with insurance companies. During the Company’s annual insurance renewals in the fourth quarter of the fiscal year ended December 30, 2011, the Company elected to finance its insurance premiums for fiscal 2012.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References+ Details

COMMITMENTS

3 Months Ended

Mar. 30, 2012

COMMITMENTS

COMMITMENTS

8. COMMITMENTS

Leases

The Company is obligated under capital leases for certain furniture and office equipment that expire at various dates through the year 2015.

The Company also leases certain office facilities under noncancellable operating leases that expire at various dates through the year 2015 and is committed under noncancellable operating leases for the lease of computer equipment and automobiles through the year 2014.

Employee Benefit Plans

The Company has a qualified profit sharing plan (the Plan) pursuant to Code Section 401(a) and qualified cash or deferred arrangement pursuant to Code Section 401(k) covering substantially all employees. Employees may elect to contribute up to 50% of 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 has a discretionary bonus plan for regional managers, division managers and others as determined by the Company president. Bonuses are awarded if certain financial goals are achieved. The financial goals are not stated in the plan; rather they are judgmentally determined each year. In addition, the board of directors may declare discretionary bonuses to key employees and all employees are eligible for what the Company refers to as the “hot hand” bonus program, which pays awards for outstanding performance. The Company’s compensation committee of the board of directors determines the compensation of the president.

Post Employment Health Benefits

In May 2006, the Company’s board of directors approved providing lifetime health insurance coverage for Win Westfall, the Company’s former chief executive officer and current chairman of the board of directors, and his spouse and for Linda Heil, the widow of the Company’s former chief executive officer, Dan Heil. Mrs. Heil is also a member of the Company’s board of directors. These benefits relate to past services provided to the Company. Accordingly, there is no unamortized compensation cost for the benefits.

- Definition

The entire disclosure for significant arrangements with third parties, which includes operating lease arrangements and arrangements in which the entity has agreed to expend funds to procure goods or services, or has agreed to commit resources to supply goods or services, and operating lease arrangements. Descriptions may include identification of the specific goods and services, period of time covered, minimum quantities and amounts, and cancellation rights.

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INCOME TAXES

3 Months Ended

Mar. 30, 2012

INCOME TAXES

INCOME TAXES

9. INCOME TAXES

Income taxes are accounted for under the asset and liability method and are determined using an estimated annual effective tax rate. 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 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.

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.

The Company recorded an income tax benefit of $927,000 for the three months ended March 30, 2012 and an offsetting reduction of other accrued liabilities. No income tax benefit or expense was recorded for the three months ended April 1, 2011.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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-Name Regulation S-X (SX)

-Number 210

-Section 08

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-Article 4

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+ Details

SEGMENT INFORMATION

3 Months Ended

Mar. 30, 2012

SEGMENT INFORMATION

SEGMENT INFORMATION

10. SEGMENT INFORMATION

The Company has four reporting segments: Engineering Services, Energy Efficiency Services, Public Finance Services and Homeland Security Services. The Engineering Services segment consists of Willdan Engineering and Public Agency Resources. The Engineering Services segment offers a broad range of engineering and planning services to our public and private sector clients. The Energy Efficiency Services segment, which consists of Willdan Energy Solutions, provides energy efficiency and sustainability consulting services to utilities, state agencies, municipalities, private industry and non-profit organizations. Prior to December 30, 2011, the energy efficiency and sustainability services were aggregated into the Engineering Services segment. Given the manner in which the chief operating decision maker reviews financial results and allocates resources, these services now compromise a separate reporting segment. Segment information for the comparable prior year period has been restated to conform to the Company’s current segment presentation of four operating segments. The Public Finance Services segment, which consists of Willdan Financial Services, provides expertise and support for the various financing techniques employed by public agencies to finance their operations and infrastructure along with the mandated reporting and other requirements associated with these financings. The Homeland Security Services segment, which consists of Willdan Homeland Solutions, provides national preparedness, homeland security consulting, public safety and emergency response services to cities, related municipal service agencies and other entities.

The accounting policies applied to determine the segment information are the same as those described in the summary of significant accounting policies included in the Company’s 2011 Annual Report on Form 10-K filed on March 29, 2012. There were no intersegment sales in the three months ended March 30, 2012. Management evaluates the performance of each segment based upon income or loss from operations before income taxes. Certain segment asset information including expenditures for long-lived assets has not been presented as it is not reported to or reviewed by the chief operating decision maker. 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.

Financial information with respect to the reportable segments as of and for the fiscal three months ended March 30, 2012 and for the fiscal three months ended April 1, 2011 is as follows:

	Engineering Services			Energy Efficiency Services			Public Finance Services			Homeland Security Services			Unallocated Corporate		Intersegment			Consolidated Total
Fiscal Three Months Ended March 30, 2012
Contract revenue	$	7,858,000		$	14,340,000		$	2,276,000		$	994,000		$	—	$	—		$	25,468,000
Segment loss before income taxes	(645,000		)	(1,646,000		)	175,000			(222,000		)	—		—			(2,338,000		)
Net loss	(387,000		)	(987,000		)	102,000			(139,000		)	—		—			(1,411,000		)
Segment assets(1)	10,318,000			40,008,000			3,315,000			1,978,000			34,720,000		(23,129,000		)	67,210,000

Fiscal Three Months Ended April 1, 2011
Contract revenue	$	8,742,000		$	10,212,000		$	2,331,000		$	1,457,000		$	—	$	—		$	22,742,000
Segment loss before income taxes	(300,000		)	218,000			(81,000		)	(128,000		)	—		—			(291,000		)
Net loss	(300,000		)	218,000			(81,000		)	(128,000		)	—		—			(291,000		)
Segment assets(1)	10,094,000			25,639,000			3,928,000			2,498,000			27,904,000		(20,396,000		)	49,667,000

(1) Segment assets represent segment assets, net of intercompany receivables.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

CONTINGENCIES

3 Months Ended

Mar. 30, 2012

CONTINGENCIES

CONTINGENCIES

11. 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.

French v. Willdan Engineering , Superior Court of California, Riverside County

In January 1991, the Company was retained by the City of Calimesa, California to review and process development plans. The Company had provided plan review continuously since that date under various contracts with the city. As the city receives applications from developers for project approvals, the city forwards the project plans to the Company for processing. The Company processes the plans and the city pays the Company for its services. In August 2008, a suit was filed by a city employee alleging that the city processed development applications without first collecting fees from developers to cover the costs of processing. The suit further alleged that even though the Company performed the work requested by the city, the city should not have paid the Company for its work in advance of collecting the developers’ fees. The complaint was amended by the plaintiff in May 2010 to provide additional details and the Company filed an answer to the complaint. The plaintiff sought to recover for the city amounts paid to the Company for processing project plans for which the developer fees have not been paid. The City of Calimesa did not request any refunds from the Company or join in the litigation, and the city continues to retain the Company’s services. On January 11, 2012, this suit proceeded to trial where the Company prevailed.