Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 28, 2018	Mar. 07, 2019	Jun. 29, 2018
Document and Entity Information
Entity Registrant Name	Willdan Group, Inc.
Entity Central Index Key	0001370450
Document Type	10-K
Document Period End Date	Dec. 28, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-28
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 255.1
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		11,016,042
Entity Shell Company	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 28, 2018	Dec. 29, 2017
Current assets:
Cash and cash equivalents	$ 15,259,000	$ 14,424,000
Accounts receivable, net of allowance for doubtful accounts of $442,000 and $369,000 at December 28, 2018 and December 29, 2017, respectively	61,346,000	38,441,000
Contract assets	51,851,000	24,732,000
Other receivables	1,893,000	1,833,000
Prepaid expenses and other current assets	5,745,000	3,760,000
Total current assets	136,094,000	83,190,000
Equipment and leasehold improvements, net	7,998,000	5,306,000
Goodwill	97,748,000	38,184,000
Other intangible assets, net	44,364,000	10,666,000
Other assets	3,311,000	826,000
Deferred income taxes, net	12,321,000
Total assets	301,836,000	138,172,000
Current liabilities:
Accounts payable	36,829,000	20,826,000
Accrued liabilities	37,401,000	23,293,000
Contingent consideration payable	3,113,000	4,246,000
Contract liabilities	5,075,000	7,321,000
Notes payable, current	8,572,000	383,000
Capital lease obligations	320,000	289,000
Total current liabilities	91,310,000	56,358,000
Contingent consideration payable	1,616,000	5,062,000
Notes payable	63,139,000	2,500,000
Capital lease obligations, less current portion	224,000	160,000
Deferred lease obligations	724,000	614,000
Deferred income taxes, net		2,463,000
Other noncurrent liabilities	534,000	363,000
Total liabilities	157,547,000	67,520,000
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; 10,968,000 and 8,799,000 shares issued and outstanding at December 28, 2018 and December 29, 2017, respectively	110,000	88,000
Additional paid-in capital	114,008,000	50,976,000
Retained earnings	30,171,000	19,588,000
Total stockholders’ equity	144,289,000	70,652,000
Total liabilities and stockholders’ equity	$ 301,836,000	$ 138,172,000

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 28, 2018	Dec. 29, 2017
CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 442,000	$ 369,000
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	10,968,000	8,799,000
Common stock, shares outstanding	10,968,000	8,799,000

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 28, 2018	Dec. 29, 2017	Dec. 30, 2016
CONSOLIDATED STATEMENTS OF OPERATIONS
Contract revenue	$ 272,252,000	$ 273,352,000	$ 208,941,000
Direct costs of contract revenue (inclusive of directly related depreciation and amortization):
Salaries and wages	46,588,000	44,743,000	39,024,000
Subcontractor services and other direct costs	132,693,000	151,919,000	104,236,000
Total direct costs of contract revenue	179,281,000	196,662,000	143,260,000
General and administrative expenses:
Salaries and wages, payroll taxes and employee benefits	45,248,000	36,534,000	31,084,000
Facilities and facility related	5,600,000	4,624,000	4,085,000
Stock-based compensation	6,262,000	2,774,000	1,239,000
Depreciation and amortization	6,060,000	3,949,000	3,204,000
Other	17,030,000	15,105,000	14,525,000
Total general and administrative expenses	80,200,000	62,986,000	54,137,000
Income from operations	12,771,000	13,704,000	11,544,000
Other income (expense):
Interest expense, net	(700,000)	(111,000)	(179,000)
Other, net	90,000	98,000	2,000
Total other expense, net	(610,000)	(13,000)	(177,000)
Income before income taxes	12,161,000	13,691,000	11,367,000
Income tax expense	2,131,000	1,562,000	3,068,000
Net income	$ 10,030,000	$ 12,129,000	$ 8,299,000
Earnings per share:
Basic (in dollars per share)	$ 1.08	$ 1.42	$ 1.01
Diluted (in dollars per share)	$ 1.03	$ 1.32	$ 0.97
Weighted-average shares outstanding:
Basic	9,264,000	8,541,000	8,219,000
Diluted	9,763,000	9,155,000	8,565,000

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Balances at Jan. 01, 2016	$ 79,000	$ 38,377,000	$ (840,000)	$ 37,616,000
Balances (in shares) at Jan. 01, 2016	7,904,000
Increase (Decrease) in Stockholders' Equity
Shares of common stock issued in connection with employee stock purchase plan		209,000		209,000
Shares of common stock issued in connection with employee stock purchase plan (in shares)	24,000
Shares of common stock issued in connection with incentive stock plan	$ 2,000	325,000		327,000
Shares of common stock issued in connection with incentive stock plan (in shares)	164,000
Stock issued to acquire business	$ 2,000	2,226,000		2,228,000
Stock issued to acquire business (in shares)	256,000
Stock-based compensation expense		1,239,000		1,239,000
Net income			8,299,000	8,299,000
Balances at Dec. 30, 2016	$ 83,000	42,376,000	7,459,000	49,918,000
Balances (in shares) at Dec. 30, 2016	8,348,000
Increase (Decrease) in Stockholders' Equity
Shares of common stock issued in connection with employee stock purchase plan	$ 1,000	829,000		830,000
Shares of common stock issued in connection with employee stock purchase plan (in shares)	62,000
Shares of common stock issued in connection with incentive stock plan	$ 3,000	1,898,000		1,901,000
Shares of common stock issued in connection with incentive stock plan (in shares)	298,000
Stock issued to acquire business	$ 1,000	3,099,000		3,100,000
Stock issued to acquire business (in shares)	91,000
Stock-based compensation expense		2,774,000		2,774,000
Net income			12,129,000	12,129,000
Balances at Dec. 29, 2017	$ 88,000	50,976,000	19,588,000	$ 70,652,000
Balances (in shares) at Dec. 29, 2017	8,799,000			8,799,000
Increase (Decrease) in Stockholders' Equity
Shares of common stock issued in connection with employee stock purchase plan	$ 1,000	1,299,000		$ 1,300,000
Shares of common stock issued in connection with employee stock purchase plan (in shares)	65,000
Shares of common stock issued in connection with incentive stock plan	$ 1,000	667,000		668,000
Shares of common stock issued in connection with incentive stock plan (in shares)	85,000
Unregistered sales of equity securities and use of proceeds		(442,000)		(442,000)
Unregistered sales of equity securities and use of proceeds (in shares)	(15,000)
Restricted Stock Awards (in shares)	22,000
Stock issued to acquire business	$ 20,000	55,246,000		55,266,000
Stock issued to acquire business (in shares)	2,012,000
Stock-based compensation expense		6,262,000		6,262,000
Net income			10,030,000	10,030,000
Cumulative effect from adoption of ASC 606 \| ASC 606			553,000	553,000
Balances at Dec. 28, 2018	$ 110,000	$ 114,008,000	$ 30,171,000	$ 144,289,000
Balances (in shares) at Dec. 28, 2018	10,968,000			10,968,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 28, 2018	Dec. 29, 2017	Dec. 30, 2016
Cash flows from operating activities:
Net income	$ 10,030,000	$ 12,129,000	$ 8,299,000
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	6,211,000	4,082,000	3,220,000
Deferred income taxes, net	(2,890,000)	621,000	1,225,000
(Gain) loss on sale/disposal of equipment	(12,000)	27,000	4,000
Provision for (recovery of) doubtful accounts	470,000	(189,000)	216,000
Stock-based compensation	6,262,000	2,774,000	1,239,000
Accretion and fair value adjustments of contingent consideration	(1,426,000)	1,156,000	21,000
Changes in operating assets and liabilities, net of effects from business acquisitions:
Accounts receivable	3,177,000	(7,412,000)	1,288,000
Contract assets	(11,539,000)	(5,744,000)	(4,057,000)
Other receivables	4,081,000	(1,126,000)	82,000
Prepaid expenses and other current assets	(154,000)	(1,096,000)	(519,000)
Other assets	(778,000)	25,000	(169,000)
Accounts payable	(1,583,000)	3,186,000	206,000
Accrued liabilities	(1,945,000)	4,329,000	8,409,000
Contract liabilities	(2,272,000)	(1,593,000)	2,159,000
Deferred lease obligations	(64,000)	(100,000)	(23,000)
Net cash provided by operating activities	7,568,000	11,069,000	21,600,000
Cash flows from investing activities:
Purchase of equipment and leasehold improvements	(2,105,000)	(2,178,000)	(1,662,000)
Proceeds from sale of equipment	59,000		15,000
Cash paid for acquisitions, net of cash acquired	(124,344,000)	(14,603,000)	(8,857,000)
Net cash used in investing activities	(126,390,000)	(16,781,000)	(10,504,000)
Cash flows from financing activities:
Payments on contingent consideration	(4,296,000)	(1,709,000)	(1,284,000)
Payments on notes payable	(477,000)	(4,164,000)	(4,378,000)
Payments on debt issuance costs	(1,300,000)
Proceeds from notes payable	1,805,000		733,000
Borrowings under delayed draw term loan facility	70,000,000	1,000,000
Repayments under line of credit	(2,500,000)
Principal payments on capital lease obligations	(367,000)	(390,000)	(522,000)
Proceeds from stock option exercise	668,000	1,901,000	327,000
Proceeds from sales of common stock under employee stock purchase plan	1,300,000	830,000	209,000
Proceeds from equity raise	55,266,000
Unregistered sales of equity securities and use of proceeds	(442,000)
Net cash provided by (used in) financing activities	119,657,000	(2,532,000)	(4,915,000)
Net increase (decrease) in cash and cash equivalents	835,000	(8,244,000)	6,181,000
Cash and cash equivalents at beginning of period	14,424,000	22,668,000	16,487,000
Cash and cash equivalents at end of period	15,259,000	14,424,000	22,668,000
Cash paid during the period for:
Interest	494,000	111,000	179,000
Income taxes	3,163,000	2,750,000	1,875,000
Supplemental disclosures of noncash investing and financing activities:
Issuance of notes payable related to business acquisitions			4,569,000
Issuance of common stock related to business acquisitions		3,100,000	2,228,000
Contingent consideration related to business acquisitions	943,000	5,400,000
Other working capital adjustment	63,000	113,000
Equipment acquired under capital leases	$ 462,000	$ 294,000	$ 373,000

ORGANIZATION AND OPERATIONS OF THE COMPANY	12 Months Ended
ORGANIZATION AND OPERATIONS OF THE COMPANY	Dec. 28, 2018
ORGANIZATION AND OPERATIONS OF THE COMPANY
ORGANIZATION AND OPERATIONS OF THE COMPAN	1. ORGANIZATION AND OPERATIONS OF THE COMPANY Willdan Group, Inc. and subsidiaries (the “Company”) is a provider of professional technical and consulting services to utilities, private industry, and public agencies at all levels of government. The Company enables its clients to realize cost and energy savings by providing a wide range of specialized services without having to incur and maintain the overhead necessary to develop staffing in-house. Such services include energy and sustainability, engineering, construction management and planning, economic and financial consulting and national preparedness and interoperability. The Company operates its business through a nationwide network of offices spread across 20 states and the District of Columbia. Its 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. The Company’s business with public and private utilities is concentrated primarily in California, New York and North Carolina and its business with public agencies is concentrated in California, New York and Arizona.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 28, 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

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 28, 2018, 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 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 3 “Business Combinations.”

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, with consideration of business days. The Company operates and reports its quarterly financial results based on the 13-week period ending on the Friday closest to March 31, June 30 and September 30 and the 13 or 14-week period ending on the Friday closest to December 31, as applicable, with consideration of business days. Fiscal years 2018, 2017 and 2016 contained 52 weeks. All references to years in the notes to consolidated financial statements represent fiscal years.

Cash and Cash Equivalents

All highly liquid investments purchased with a remaining maturity of three months or less are considered to be cash equivalents. Cash and cash equivalents consisted of the following:


	December 28,		December 29,
	2018		2017
Operating bank accounts	$	15,248,000	$	14,414,000
Petty cash		11,000		10,000
	$	15,259,000	$	14,424,000

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.

Fair Value of Financial Instruments

As of December 28, 2018 and December 29, 2017, 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.

Segment Information

Willdan Group, Inc. (“WGI”) is a holding company with six wholly-owned subsidiaries. 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. WGI 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. The Company’s two segments are Energy, and Engineering and Consulting. The Company’s principal segment, Energy, consists of the business of its subsidiary, WES, which offers energy and sustainability consulting services to utilities, public agencies and private industry. The Company’s Engineering and Consulting segment includes the operation of its remaining subsidiaries, Willdan Engineering, Willdan Infrastructure, Public Agency Resources, Willdan Financial Services and Willdan Homeland Solutions. Willdan Engineering provides civil engineering-related construction management, building and safety, city engineering, city planning, geotechnical, material testing and other engineering services to its clients. Willdan Infrastructure, which was launched in fiscal year 2013, provides engineering services to larger rail, port, water, mining and other civil engineering projects. Public Agency Resources primarily provides staffing to Willdan Engineering. Willdan Financial Services provides economic and financial consulting to public agencies. Willdan Homeland Solutions provides national preparedness and interoperability services and communications and technology solutions. See Note 13 “Segment Information” for revised and restated segment information.

Contract Assets and Liabilities

Amounts classified as “Costs and estimated earnings in excess of billings on uncompleted contracts” and “Billings in excess of costs and estimated earnings on uncompleted contracts” on the consolidated balance sheets and statements of cash flows of the Company’s Annual Report on Form 10-K for the year ended December 29, 2017 have been reclassified as “Contract assets” and “Contract liabilities”, respectively, on the condensed consolidated balance sheets and statements of cash flows for 2018. In addition, contract assets include retainage amounts withheld from billings to the Company’s clients pursuant to provisions in our contracts.

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. Contract liabilities consist of advance payments and billings in excess of revenue recognized and deferred revenue.

The increase in contract assets was primarily attributable to the reclassification of retainage from accounts receivable to contract assets as of December 30, 2017 due to the adoption of Accounting Standards Update (“ASU”) 2014-09, offset by normal business operations for the fiscal year ended December 28, 2018. The decrease in contract liabilities was primarily related to normal business operations for the fiscal year ended December 28, 2018.

Off‑Balance Sheet Arrangements

Other than operating lease commitments, the Company does not have any off‑balance sheet financing arrangements or liabilities. In addition, the Company’s policy is not to enter into derivative instruments, futures or forward contracts. Finally, the Company does not have any majority‑owned subsidiaries or any interests in, or relationships with, any special‑purpose entities that are not included in the consolidated financial statements. The Company has, however, 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’ performance, in addition to being obligated to absorb expected losses from Genesys. Accordingly, the Company is the primary beneficiary of Genesys and consolidate Genesys as a variable interest entity.

Contract Accounting

The Company enters into contracts with its clients that contain various types of pricing provisions, including fixed price, time-and-materials, unit-based and service-related 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

Revenue on the vast majority of the Company’s contracts will continue to be 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 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 recognition for software licenses issued by the Energy segment is generally recognized at a point in time, utilizing the unit-based revenue recognition method, upon acceptance of the software by the customer and in recognition of the fulfillment of the performance obligation. Certain additional performance obligations beyond the base software license may be separated from the gross license fee and recognized on a straight-line basis over time. 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 condensed consolidated balance sheets.

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 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.

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.

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 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.

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. At December 28, 2018 and December 29, 2017, contract assets included retainage of approximately $6.7 million and $8.6 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. 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

All of the Company’s office leases are classified as operating leases and rent expense is included in facilities expense in the accompanying consolidated statements of operations. Some of the lease terms include rent concessions and rent escalation clauses, all of which are taken into account in computing minimum lease payments. Minimum lease payments are recognized on a straight‑line basis over the minimum lease term. The excess of rent expense recognized over the amounts contractually due pursuant to the underlying leases is reflected as a liability in the accompanying consolidated balance sheets. The cost of improvements that the Company makes to the leased office space is capitalized as leasehold improvements. The Company is subject to non‑cancellable leases for offices or portions of offices for which use has ceased. For each of these abandoned leases, the present value of the future lease payments, net of estimated sublease payments, along with any unamortized tenant improvement costs, are recognized as lease abandonment expense in the Company’s consolidated statements of operations with a corresponding liability in the Company’s consolidated balance sheets.

Equipment and Leasehold Improvements

Equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Equipment under capital 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

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.

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.

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 Options

The Company accounts for stock options under the fair value recognition provisions of the accounting standard entitled “Compensation—Stock Compensation.” This standard requires the measurement of compensation cost at the grant date, based upon the estimated fair value of the award, and requires amortization of the related expense over the employee’s requisite service period.

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).

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. 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 November 9, 2018, the Company completed the acquisition of Lime Energy, Co. On April 30, 2018, the Company acquired all of the outstanding equity interests of Newcomb Anderson McCormick, Inc. On July 28, 2017, the Company acquired all of the outstanding shares of Integral Analytics. On March 4, 2016, the Company acquired substantially all of the assets of Genesys and assumed certain specified liabilities of Genesys. For further discussion of these acquisitions, see Note 3 “—Business Combinations” below.

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. On December 22, 2017, the Tax Act was enacted into law, which among other items, lowered the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. As a result of the Tax Act, the Company recorded a one-time decrease in deferred tax expense of $1.3 million for the fiscal quarter ended December 29, 2017 to account for the remeasurement of the Company’s deferred tax assets and liabilities on the enactment date. As of December 28, 2018, the Company’s accounting for the Tax Act is complete. An adjustment of $0.2 million additional deferred tax expense was recorded due to the corporate tax rate change impact on adjustments to temporary differences that were estimated at the time of the tax provision and finalized for the tax return.

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. For fiscal years 2018 and 2017, the Company ultimately determined that it was more-likely-than-not that the entire California net operating loss will not be utilized prior to expiration. Significant pieces of objective evidence evaluated included the Company’s history of utilization of California net operating losses in prior years for each of the Company’s subsidiaries, as well as the Company’s forecasted amount of net operating loss utilization for certain members of the combined group. As a result, we recorded a valuation allowance in the amount of $86,000 and $87,000 at the end of fiscal year 2018 and 2017, respectively, related to California net operating losses.

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.

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.

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

As of December 28, 2018, the Company had $15.3 million of cash and cash equivalents. The Company’s primary source of liquidity is cash generated from operations. In addition, as of December 28, 2018, the Company also had a $70.0 million delayed draw term loan facility (the “Delayed Draw Term Loan Facility”) and a $30.0 million revolving credit facility with BMO, each maturing on October 1, 2023 (see Note 10 “Debt”). As of December 28, 2018, the Delayed Draw Term Loan Facility was fully drawn, the Company had $27.3 million available for borrowing under the revolving credit facility and $2.7 million letters of credit issued. The Company believes that its cash and cash equivalents on hand, cash generated by operating activities and available borrowings under our revolving credit facility will be sufficient to finance its operating activities for at least the next 12 months.

Adoption of New Accounting Standards

On December 30, 2017, the Company adopted ASC 606, using the modified retrospective method applied to those contracts which were not completed as of December 29, 2017. Prior to adopting ASC 606, the Company established an implementation team, which included senior managers from its finance and accounting group. The implementation team evaluated the impact of adopting ASC 606 on its contracts expected to be uncompleted as of December 30, 2017 (the date of adoption). The evaluation included reviewing its accounting policies and practices to identify differences that would result from applying the requirements of the new standard. The Company identified and made changes to its processes, systems and controls to support recognition and disclosure under the new standard. The implementation team worked closely with various professional consultants and attended several formal conferences and seminars to conclude on certain interpretative issues.

The Company recognizes engineering and consulting contract revenue over time using the percentage-of-completion method, based primarily on contract cost incurred to date compared to total estimated contract cost. Revenue on the vast majority of its contracts will continue to be recognized over time because of the continuous transfer of control to the customer. Revenue recognition for software licenses issued by the Energy segment is recognized at a point in time, upon acceptance of the software by the customer and in recognition of the fulfillment of the performance obligation. Certain additional performance obligations beyond the base software license may be separated from the gross license fee and recognized on a straight-line basis over time.

Disaggregation of Revenue

The following tables provides information about disaggregated revenue of the Company’s two segments Energy and Engineering and Consulting by contract type, client type and geographical region for the year ended December 28, 2018:


Contract Type	Energy		Engineering and Consulting		Total
Time-and-materials	$	13,790,000	$	59,744,000	$	73,534,000
Unit-based		113,749,000		13,300,000		127,049,000
Fixed price		69,294,000		2,375,000		71,669,000
Total	$	196,833,000	$	75,419,000	$	272,252,000

Client Type	Energy		Engineering and Consulting		Total
Commercial	$	20,715,000	$	4,882,000	$	25,597,000
Government		62,897,000		70,091,000		132,988,000
Utilities		113,221,000		446,000		113,667,000
Total	$	196,833,000	$	75,419,000	$	272,252,000

Geography	Energy		Engineering and Consulting		Total
Domestic	$	196,833,000	$	75,419,000	$	272,252,000

Contract Balances

Results for operating periods beginning after December 30, 2017 are presented under ASC 606, while comparative information has not been restated and continues to be reported in accordance with the accounting standards in effect for those periods.

The Company recognized the cumulative effect of initially applying ASC 606 as an adjustment to retained earnings in the balance sheet as of December 30, 2017 as follows:


	Balance at		Adjustments		Balance at
	December 29,		Due to		December 30,
	2017		ASC 606		2017
Assets
Accounts receivable, net of allowance for doubtful accounts	$	38,441,000	$	(8,560,000)	$	29,881,000
Contract assets	$	24,732,000	$	9,328,000	$	34,060,000

Liabilities
Deferred income taxes, net	$	2,463,000	$	(215,000)	$	2,248,000

Equity
Retained earnings	$	19,588,000	$	553,000	$	20,141,000

The impact of adoption on its condensed consolidated balance sheet and cash flows for the fiscal year ended December 28, 2018 was as follows:


	For the year ended December 28, 2018
	As		Balances Without		Effect of Change
	Reported		Adoption of ASC 606		Higher/(Lower)
Assets
Accounts receivable, net of allowance for doubtful accounts	$	61,346,000	$	68,240,000	$	(6,894,000)
Contract assets	$	51,851,000	$	44,981,000	$	6,870,000

Liabilities
Deferred income taxes, net	$	—	$	112,000	$	(112,000)

Equity
Retained earnings	$	30,171,000	$	29,889,000	$	282,000

	For the year ended December 28, 2018
	As		Balances Without		Effect of Change
	Reported		Adoption of ASC 606		Higher/(Lower)
Cash flows from operating activities
Accounts receivable, net of allowance for doubtful accounts	$	3,177,000	$	(3,717,000)	$	6,894,000
Contract assets		(11,539,000)		(4,645,000)		(6,894,000)
Total cash flows used in operating activities	$	(8,362,000)	$	(8,362,000)	$	—

The impact of adoption on its opening balance sheet was primarily related to deferred revenues and unrecognized license renewals associated with software license agreements currently in force reclassified to retained earnings, net of the deferred income tax impact and reclassification of amounts between accounts receivable net of allowance for doubtful accounts and contract assets based on whether an unconditional right to consideration has been established or not.

The impact of adoption on its balance sheet at December 28, 2018 was primarily related to conforming the accounting treatment of most of our non-cancellable software license contracts, which were previously recorded over time based on prior acceptable accounting methods, and now recognize the full amount of such licenses upon acceptance of the software by the customer.

The impact of adoption on its statement of operations was not material for the fiscal year ended December 28, 2018.

Stock Compensation

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which amends the current stock compensation guidance. The amendments simplify the accounting for the taxes related to stock-based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. The standard is effective for fiscal periods beginning after December 15, 2016, with early adoption permitted. The Company has elected to early adopt ASU 2016-09 on a prospective basis, which resulted in a decrease to tax expense of approximately $0.3 million and $1.6 million for the fiscal years ended December 28, 2018 and December 29, 2017, respectively.

Statement of Cash Flows

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments, which eliminates the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows, by adding or clarifying guidance on eight specific cash flow issues. ASU 2016-15 was effective for annual and interim reporting periods beginning after December 15, 2017 and early adoption is permitted. ASU 2016-15 provides for retrospective application for all periods presented.

Recent Accounting Pronouncements

Leases

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The updated guidance is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption of the update is permitted. While the Company is evaluating the impact of the adoption of this update on its consolidated financial statements, it currently expects that the adoption of the new guidance will result in a significant increase in the assets and liabilities on its consolidated balance sheets and will likely have an immaterial impact on the Company’s consolidated statements of operations and statements of cash flows.

Stock Compensation

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of current stock compensation recognition standards to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 will become effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of ASU 2014-09 (Topic 606), which the Company adopted on December 30, 2017. The Company is evaluating the impact ASU 2018-07 and does not believe the guidance will have a material impact on its consolidated financial statements.

Intangibles-Goodwill and Other

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350), which eliminates the requirement to compare the implied fair value of reporting unit goodwill with the carrying amount of that goodwill (commonly referred to as Step 2) from the goodwill impairment test. The new standard does not change how a goodwill impairment is identified. The Company will continue to perform its quantitative and qualitative goodwill impairment test by comparing the fair value of each reporting unit to its carrying amount, but if the Company were required to recognize a goodwill impairment charge, under the new standard the amount of the charge would be calculated by subtracting the reporting unit’s fair value from its carrying amount. Under the prior standard, if the Company were required to recognize a goodwill impairment charge, Step 2 required the Company to calculate the implied value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination and the amount of the charge was calculated by subtracting the reporting unit’s implied fair value of goodwill from its actual goodwill balance. The new standard is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted, and should be applied prospectively from the date of adoption. The Company elected to adopt the new standard for future goodwill impairment tests at the beginning of the fourth quarter of 2019, because it significantly simplifies the evaluation of goodwill for impairment.

Proposed Accounting Standards

A variety of proposed or otherwise potential accounting standards are currently being studied by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, the Company has not yet determined the effect, if any, that the implementation of such proposed standards would have on its consolidated financial statements.

BUSINESS COMBINATIONS

12 Months Ended

Dec. 28, 2018

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS

3. BUSINESS COMBINATIONS

Acquisition of Lime Energy

On October 1, 2018, the Company, through two of its wholly-owned subsidiaries, Willdan Energy Solutions (“WES”) and Luna Fruit, Inc., a Delaware corporation and wholly-owned subsidiary of WES (“Merger Sub”), entered into an agreement to acquire all of the outstanding shares of capital stock of Lime Energy Co. (“Lime Energy”), pursuant to an agreement and plan of merger dated October 1, 2018 (the “Merger Agreement”), by and among WES, Merger Sub, Lime Energy, and Luna Stockholder Representative, LLC, as representative of the participating securityholders of Lime Energy. The Company believes the addition of Lime Energy’s capabilities will significantly expand and diversify its client base within the energy efficiency services market and geographic presence across the United States.

On November 9, 2018, the Company completed the acquisition and, pursuant to the Merger Agreement, Merger Sub was merged with and into Lime Energy, with Lime Energy surviving as a wholly-owned indirect subsidiary of the Company. The aggregate purchase price paid in the acquisition was $120.0 million, exclusive of closing holdbacks and adjustments. A portion of the purchase price was deposited into escrow accounts to secure certain potential post-closing obligations of the participating securityholders. The Company paid the purchase price for the acquisition using a combination of cash on hand (including $50.0 million of the $56.4 million in net proceeds received from the Company’s equity offering in October 2018) and proceeds from the Company’s borrowings under its Delayed Draw Term Loan Facility (see Note 10 “—Debt Obligations” below).

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 and the expansion into new markets. The Company estimates that the entire $57.5 million of goodwill resulting from the acquisition will not be tax deductible. Consideration for the acquisition includes the following preliminary information:


	Lime Energy
Cash paid	$	122,376,000
Other working capital adjustment		63,000
Total consideration	$	122,439,000

The following table summarizes the preliminary amounts for the acquired assets recorded at their estimated fair value as of the acquisition date:


	Lime Energy
Current assets (1)	$	45,401,000
Non-current assets (2)		13,847,000
Cash		1,090,000
Equipment and leasehold improvements, net		1,892,000
Liabilities		(33,603,000)
Customer relationships		19,400,000
Tradename		5,970,000
Developed technology		10,200,000
Backlog		730,000
Goodwill		57,512,000
Net assets acquired	$	122,439,000

(1)

Excluded from current assets is cash

(2)

Excluded from non-current assets are equipment and leasehold improvements, net, customer relationships, tradename, developed technology, backlog and goodwill.

Acquisition related costs of $1.5 million are included in other general and administrative expenses in the consolidated statements of operations for the fiscal year ended December 28, 2018.

The following unaudited pro forma financial information for the fiscal years ended December 28, 2018 and December 29, 2017 assumes that acquisition of all the outstanding shares of Lime Energy occurred on December 31, 2016 as follows:


	Year Ended
	December 28,		December 29,
In thousands (except per share data)	2018		2017
Pro forma revenue	$	401,703	$	400,217

Pro forma income from operations	$	13,415	$	7,230
Pro forma net income (1)	$	10,725	$	4,618

Earnings per share:
Basic	$	0.99	$	0.44
Diluted	$	0.95	$	0.41

Weighted average shares outstanding:
Basic		10,828		10,554
Diluted		11,327		11,168

(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 this transaction occurred on December 31, 2016 and may not be indicative of future operating results.

During the fiscal year ended December 28, 2018, the acquisition of Lime Energy contributed $24.4 million in revenue and $2.1 million of income from operations.

Acquisition of Newcomb Anderson McCormick

On April 30, 2018, the Company, through its wholly-owned subsidiary, WES, acquired all of the outstanding equity interests of Newcomb Anderson McCormick, Inc. (“NAM”). NAM is an energy engineering and consulting company with offices in San Francisco and Los Angeles that provides clients with mechanical engineering expertise and comprehensive energy efficiency programs and services. Pursuant to the terms of the Stock Purchase Agreement, dated April 30, 2018, by and among the Company, WES and NAM, WES will pay NAM shareholders a maximum purchase price of $4.0 million, subject to potential earn-out payments plus working capital adjustments, to be paid in cash. In connection with the Company’s New Credit Facilities (as defined herein), as of October 8, 2018, the earn-out payments to NAM shareholders became subject to certain subordination provisions in favor of BMO, as the Company’s senior secured lender, under the New Credit Facilities. The Company expects to finalize the purchase price allocation with respect to this transaction by the second quarter of 2019. NAM’s financial information is included within the Energy segment.

Acquisition of Integral Analytics

On July 28, 2017, the Company and the Company’s wholly-owned subsidiary WES acquired all of the outstanding shares of Integral Analytics, a data analytics and software company, pursuant to the Stock Purchase Agreement, dated July 28, 2017 (the “Purchase Agreement”), by and among Willdan Group, WES, Integral Analytics, the stockholders of Integral Analytics (the “IA Stockholders”) and the Sellers’ Representative (as defined therein). The Company believes the addition of Integral Analytics’ capabilities will improve the ability to target locational energy savings and microgrids and can provide a clear technical advantage on energy efficiency programs.

Pursuant to the terms of the Purchase Agreement, WES will pay the IA Stockholders a maximum purchase price of $30.0 million, consisting of (i) $15.0 million in cash paid at closing (subject to certain post-closing tangible net asset value adjustments), (ii) 90,611 shares of common stock, par value $0.01 per share, of Willdan Group, Inc. (“Common Stock”) issued at closing, equaling $3.0 million, calculated based on the volume-weighted average price of shares of Common Stock for the ten trading days immediately prior to, but not including, the closing date of the acquisition of Integral Analytics (the “Closing Date”) and (iii) up to $12.0 million in cash for a percentage of sales attributable to the business of Integral Analytics during the three years after the Closing Date, as more fully described below (such potential payments of up to $12.0 million, being referred to as “Earn-Out Payments” and $12.0 million in respect thereof, being referred to as the “Maximum Payout”). The Company used cash on hand for the $15.0 million cash payment paid at closing. As of September 30, 2018, we finalized the purchase price allocation (as detailed in the table below) with respect to this transaction.

The size of the Earn-Out Payments to be paid will be determined based on two factors. First, the IA Stockholders will receive 2% of gross contracted revenue for new work sold by the Company in close collaboration with Integral Analytics during the three years following the Closing Date (the “Earn-Out Period”). Second, the IA Stockholders will receive 20% of the gross contracted revenue specified in each executed and/or effective software licensing agreement, entered into by the Company or one of its affiliates that contains pricing either equal to or greater than standard pricing, of software offered for licensing by Integral Analytics during the Earn-Out Period. The amounts due to the IA Stockholders pursuant to these two factors will in no event, individually or in the aggregate, exceed the Maximum Payout. Earn-Out Payments will be made in quarterly installments for each year of the Earn-Out Period. For the purposes of both of these factors credit will be given to Integral Analytics for the gross contracted revenue in the quarter in which the contract/license is executed, regardless of when the receipt of payment thereunder is expected. The amount of gross contracted revenue for contracts with unfunded ceilings or of an indeterminate contractual value will be mutually agreed upon. Further, in the event of a change of control of WES during the Earn-Out Period, any then-unpaid amount of the Maximum Payout will be paid promptly to the IA Stockholders, even if such Earn-Out Payments have not been earned at that time. The Company has agreed to certain covenants regarding the operation of Integral Analytics during the Earn-Out Period, of which a violation by the Company could result in damages being paid to the IA Stockholders in respect of the Earn-Out. In addition, as of October 6, 2018, the Earn-Out Payments were subject to certain subordination provisions in favor of BMO, as the Company’s senior secured lender, under the New Credit Facilities (see Note 10 “Debt” below).

WES has also established a bonus pool for the employees of Integral Analytics to be paid based on Integral Analytics’ performance against certain targets.

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 and the expansion into new markets. The Company estimates that the entire $16.0 million of goodwill resulting from the acquisition will be tax deductible. Consideration for the acquisition includes the following information:


	Integral Analytics
Cash paid	$	15,000,000
Other payable for working capital adjustment		113,000
Issuance of common stock		3,100,000
Contingent consideration		5,600,000
Total consideration	$	23,813,000

The following table summarizes the final purchase price allocation for the acquired assets recorded at their estimated fair value as of the acquisition date:


	Integral Analytics
Current assets (1)	$	626,000
Non-current assets (2)		2,000
Cash		397,000
Equipment and leasehold improvements, net		5,000
Liabilities		(946,000)
Customer relationships		1,950,000
Tradename		1,410,000
Developed technology		2,720,000
In-process technology		1,690,000
Goodwill		15,959,000
Net assets acquired	$	23,813,000

(1)

Excluded from current assets is cash

(2)

Excluded from non-current assets are equipment and leasehold improvements, net, customer relationships, tradename, developed technology, in-process technology and goodwill.

As of December 28, 2018, the Company has contingent consideration payable of $3.5 million related to the acquisition of Integral Analytics offset by a discount of $0.5 million. For fiscal 2018, the statement of operations includes $0.7 million of accretion (excluding fair value adjustments) related to the contingent consideration. Contingent consideration is subject to change for each reporting period through settlement. The Company measures the contingent earn-out liabilities at fair value on the date of acquisition and on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The Company uses a probability-weighted discounted income approach as a valuation technique to convert future estimated cash flows to a single present value amount. The significant unobservable inputs used in the fair value measurements are operating income projections over the earn-out period, and the probability outcome percentages assigned to each scenario. Significant increases or decreases to either of these inputs in isolation would result in a significantly higher or lower liability, with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. There were no changes to the ranges of estimated payments or discount rates.

There were no acquisition related costs associated with Integral Analytics included in other general and administrative expenses in the consolidated statements of operations for the fiscal year ended December 28, 2018.

The following unaudited pro forma financial information for the years ended December 29, 2017 and December 30, 2016 assumes that acquisition of all the outstanding shares of Integral Analytics occurred on January 2, 2016 as follows:


	Year Ended
	December 29,		December 30,
In thousands (except per share data)	2017		2016
Pro forma revenue	$	275,622	$	227,504

Pro forma income from operations	$	11,991	$	10,107
Pro forma net income (1)	$	10,345	$	7,627

Earnings per share:
Basic	$	1.21	$	0.92
Diluted	$	1.13	$	0.88

Weighted average shares outstanding:
Basic		8,541		8,310
Diluted		9,155		8,656

(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 this transaction occurred on January 2, 2016 and may not be indicative of future operating results.

During the fiscal year ended December 28, 2018, the acquisition of all of the outstanding shares of Integral Analytics contributed $5.5 million in revenue and $0.1 million of income from operations.

Acquisition of Substantially All of the Assets of Genesys

On March 4, 2016, the Company and the Company’s wholly-owned subsidiary, WES acquired substantially all of the assets of 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.

Pursuant to the terms of the Agreement, WES or WESGEN, as applicable, paid the Genesys Shareholders an aggregate purchase price (the “Purchase Price”) of approximately $15.1 million, including post-closing working capital and tax adjustments. The Purchase Price consisted of (i) $6.0 million in cash, paid at closing, and $2.9 million paid in cash after closing for working capital and tax adjustments, (ii) 255,808 shares of common stock, par value $0.01 per share (the “Common Stock”), with a fair value on the date of closing of $2.2 million, (iii) $4.6 million in cash, payable in twenty-four (24) equal monthly installments beginning on March 26, 2016 (the “Installment Payments”), and (iv) offset by a $0.6 million receivable paid to WES for working capital adjustments. Until the third anniversary of the Closing Date (the “Closing Date”), the Genesys Shareholders are prohibited from transferring or disposing of any Common Stock received in connection with the Acquisition.

The Agreement contains customary representations and warranties regarding the Company, WES, WESGEN, Genesys and the Genesys Shareholders, indemnification provisions and other provisions customary for transactions of this nature. Pursuant to the terms of the Agreement, the Company and WES also provided guarantees to the Genesys Shareholders which guarantee certain of WESGEN’s and Genesys’s obligations under the Agreement, including the Installment Payments.

Genesys has a sole shareholder who is a licensed engineer in New York (the “Shareholder”).

The Company used cash on hand to pay the $8.9 million due to the Genesys Shareholders at closing.

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 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 and the expansion into new markets. The Company estimates that the entire $6.2 million of goodwill resulting from the acquisition will be tax deductible. Consideration for the acquisition includes the following:


	Genesys
Cash paid	$	8,857,000
Other receivable for working capital adjustment		(604,000)
Issuance of common stock		2,228,000
Deferred purchase price, payable in 24 monthly installments		4,569,000
Total consideration	$	15,050,000

The following table summarizes the amounts for the acquired assets recorded at their estimated fair value as of the acquisition date:


	Genesys
Current assets (1)	$	14,952,000
Non-current assets (2)		36,000
Cash		101,000
Equipment and leasehold improvements, net		117,000
Liabilities		(12,643,000)
Customer relationships		3,260,000
Backlog		1,050,000
Tradename		1,690,000
Non-compete agreements		320,000
Goodwill		6,167,000
Net assets acquired	$	15,050,000

(1)

Excluded from current assets is cash

(2)

Excluded from non-current assets are equipment and leasehold improvements, net, customer relationships, backlog, tradename, non-compete agreements and goodwill.

The following unaudited pro forma financial information for the fiscal years ended December 30, 2016 and January 1, 2016 assumes the acquisition of substantially all of the assets of Genesys occurred on January 2, 2015 as follows:


	Year Ended
	December 30,		January 1,
In thousands (except per share data)	2016		2016
Pro forma revenue	$	222,914	$	167,479

Pro forma income from operations	$	12,504	$	7,755
Pro forma net income (1)	$	8,907	$	4,498

Earnings per share:
Basic	$	1.08	$	0.57
Diluted	$	1.04	$	0.55

Weighted average shares outstanding:
Basic		8,219		7,834
Diluted		8,565		8,113

(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 these transactions occurred on January 2, 2015 and may not be indicative of future operating results.

Acquisition related costs of $71,000 and $0.2 million are included in other general and administrative expense in the consolidated statements of operations for the fiscal years ended December 30, 2016 and January 1, 2016, respectively. There were no acquisition costs related to Genesys recorded during the fiscal year ended December 28, 2018.

GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 28, 2018

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

4. GOODWILL AND OTHER INTANGIBLE ASSETS

As of December 28, 2018, the Company had $97.7 million of goodwill, which primarily relates to the Energy reporting segment and the acquisitions within this segment of Lime Energy, NAM, Integral Analytics and Abacus and substantially all of the assets of Genesys and 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 for the fiscal year ended December 28, 2018 were as follows:


	December 30,		Additional		Additions /		December 29,
	2016		Purchase Cost		Adjustments		2017
Reporting Unit:
Energy	$	21,198,000	$	16,379,000	$	(142,000)	$	37,435,000
Engineering and Consulting		749,000		—		—		749,000
	$	21,947,000	$	16,379,000	$	(142,000)	$	38,184,000

	December 29,		Additional		Additions /		December 28,
	2017		Purchase Cost		Adjustments		2018
Reporting Unit:
Energy	$	37,435,000	$	59,466,000	$	98,000	$	96,999,000
Engineering and Consulting		749,000		—		—		749,000
	$	38,184,000	$	59,466,000	$	98,000	$	97,748,000

The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with finite useful lives as of December 28, 2018 and December 29, 2017, included in other intangible assets, net in the accompanying consolidated balance sheets, were as follows:


	December 28, 2018				December 29, 2017
	Gross		Accumulated		Gross		Accumulated		Amortization
	Amount		Amortization		Amount		Amortization		Period (yrs)
Backlog	$	2,514,000	$	2,155,000	$	1,398,000	$	989,000	5.0
Tradename		10,301,000		3,118,000		3,779,000		2,050,000	2.5 - 6.0
Non-compete agreements		1,420,000		1,042,000		1,331,000		745,000	4.0
Developed technology		12,920,000		944,000		2,760,000		144,000	8.0
In-process research and technology (1)		1,690,000		—		1,650,000		—	10.0
Customer relationships		25,219,000		2,441,000		4,960,000		1,284,000	5.0 - 8.0
	$	54,064,000	$	9,700,000	$	15,878,000	$	5,212,000

(1)

In-process research and technology will not be amortized until put into use.

The Company’s amortization expense for acquired identifiable intangible assets with finite useful lives was $4.5 million for the fiscal year ended December 28, 2018, and $2.4 million and $1.9 million for the fiscal years ended December 29, 2017 and December 30, 2016, respectively. Estimated amortization expense for acquired identifiable intangible assets for fiscal year 2019 and the succeeding years is as follows:


Fiscal year:
2019	$	7,577,000
2020		7,165,000
2021		6,473,000
2022		6,287,000
2023		5,642,000
Thereafter		11,220,000
	$	44,364,000

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 estimated fair values during the purchase allocation period, which does not extend beyond 12 months from the date of acquisition.

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 during the three-year period ended December 28, 2018.

EARNINGS PER SHARE (EPS)

12 Months Ended

Dec. 28, 2018

EARNINGS PER SHARE (EPS)

EARNINGS PER SHARE (EPS)

5. 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
	2018		2017		2016
Net income	$	10,030,000	$	12,129,000	$	8,299,000
Weighted-average common shares outstanding		9,264,000		8,541,000		8,219,000
Effect of dilutive stock options and restricted stock awards		499,000		614,000		346,000
Weighted-average common shares outstanding-diluted		9,763,000		9,155,000		8,565,000
Earnings per share:
Basic	$	1.08	$	1.42	$	1.01
Diluted	$	1.03	$	1.32	$	0.97

For the fiscal year ended December 28, 2018, 247,800 options were excluded from the calculation of dilutive potential common shares, compared to 114,600 and 322,200 options, for fiscal years 2017 and 2016, respectively. These options were not included in the computation of dilutive potential common shares because the assumed proceeds per share exceeded the average market price per share for the respective periods. Accordingly, the inclusion of these options would have been anti‑dilutive.

ACCOUNTS RECEIVABLE

12 Months Ended

Dec. 28, 2018

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE

6. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following at December 28, 2018 and December 29, 2017:


	December 28,		December 29,
	2018		2017
Billed	$	61,788,000	$	30,250,000
Unbilled (1)		45,158,000		24,732,000
Contract retentions		6,693,000		8,560,000
Other assets (2)		1,626,000		—
		115,265,000		63,542,000
Allowance for doubtful accounts		(442,000)		(369,000)
	$	114,823,000	$	63,173,000

(1)

Unbilled portion represents contract assets which is presented separately from accounts receivable on the consolidated balance sheets.

(2)

Other assets represents a portion of receivables greater than one year from the normal course of business presented separately from current assets on the consolidated balance sheets.

The movements in the allowance for doubtful accounts consisted of the following for fiscal years 2018, 2017 and 2016:


	Fiscal Year
	2018		2017		2016
Balance as of the beginning of the year	$	369,000	$	785,000	$	760,000
(Recovery of) provision for doubtful accounts		470,000		(189,000)		216,000
Write-offs of uncollectible accounts		(397,000)		(227,000)		(191,000)
Balance as of the end of the year	$	442,000	$	369,000	$	785,000

Billed accounts receivable represent amounts billed to clients that have yet to be collected. Unbilled accounts receivable represent revenue recognized but not yet billed pursuant to contract terms or accounts billed after the period end. Substantially all unbilled receivables as of December 28, 2018 and December 29, 2017 are or were expected to be billed and collected within twelve months of such date. 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.

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 28, 2018, Dormitory Authority-State of New York (“DASNY”) accounted for 21% and Consolidated Edison of New York, Inc. (“Consolidated Edison”) accounted for 9% of outstanding receivables, as compared to DASNY accounting for 20% and Consolidated Edison accounting for 15% of the Company’s outstanding receivables as of December 29, 2017. For the fiscal year 2018, DASNY and Consolidated Edison represented 8% and 19%, respectively, of our consolidated contract revenue.

- Definition

The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.

+ References + Details

EQUIPMENT AND LEASEHOLD IMPROVEMENTS

12 Months Ended

Dec. 28, 2018

EQUIPMENT AND LEASEHOLD IMPROVEMENTS

EQUIPMENT AND LEASEHOLD IMPROVEMENTS

7. EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Equipment and leasehold improvements consisted of the following at December 28, 2018 and December 29, 2017:


	December 28,		December 29,
	2018		2017
Furniture and fixtures	$	3,551,000	$	3,011,000
Computer hardware and software		10,874,000		8,355,000
Leasehold improvements		1,419,000		1,121,000
Equipment under capital leases		1,304,000		1,095,000
Automobiles, trucks, and field equipment		2,635,000		2,100,000
		19,783,000		15,682,000
Accumulated depreciation and amortization		(11,785,000)		(10,376,000)
Equipment and leasehold improvements, net	$	7,998,000	$	5,306,000

Included in accumulated depreciation and amortization is $374,000 and $380,000 of amortization expense related to equipment held under capital leases in fiscal years 2018 and 2017, respectively.

ACCRUED LIABILITIES

12 Months Ended

Dec. 28, 2018

ACCRUED LIABILITIES

ACCRUED LIABILITIES

8. ACCRUED LIABILITIES

Accrued liabilities consisted of the following at December 28, 2018 and December 29, 2017:


	December 28,		December 29,
	2018		2017
Accrued bonuses	$	5,273,000	$	2,687,000
Accrued interest		127,000		5,000
Paid leave bank		3,512,000		2,533,000
Compensation and payroll taxes		2,544,000		1,859,000
Accrued legal		153,000		103,000
Accrued workers’ compensation insurance		273,000		305,000
Accrued rent		233,000		192,000
Employee withholdings		2,137,000		1,812,000
Client deposits		280,000		92,000
Accrued subcontractor costs		21,446,000		13,103,000
Other		1,423,000		602,000
Total accrued liabilities	$	37,401,000	$	23,293,000

EQUITY PLANS

12 Months Ended

Dec. 28, 2018

EQUITY PLANS

EQUITY PLANS

9. EQUITY PLANS

As of December 28, 2018, the Company had two share‑based compensation plans, which are described below. The Company may no longer grant awards under the 2006 Stock Incentive Plan. The compensation expense that has been recognized for stock options, restricted stock awards and performance-based restricted stock units issued under these plans was $5,813,000, $2,426,000 and $1,239,000 for fiscal years 2018, 2017 and 2016, respectively.

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. The 2006 Plan terminated in June 2016 and no additional awards were granted under the 2006 Plan after the Company’s shareholders approved the 2008 Plan (as defined below) in June 2008. 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 70,333 shares that were available for award grant purposes under the 2006 Plan have become 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 expire 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. As of December 28, 2018, 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 will currently terminate on April 17, 2027. 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 and 2017 annual meetings of the stockholders, the stockholders approved 350,000, 500,000, 500,000 and 875,000 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 53,000 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 28, 2018, outstanding awards granted, net of forfeitures and exercises, under the 2008 Plan consisted of 535,000 shares of incentive stock options, 700,000 shares of non-statutory stock options, 64,000 shares of restricted stock awards and 280,000 shares of performance-based restricted stock units.

The fair value of each option is calculated using the Black‑Scholes option valuation model that uses the assumptions noted in the following table. 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. The assumptions are as follows:


	2018					2017					2016
Expected volatility	37	%	-	38	%	38	%	-	41	%	39	%	-	41	%
Expected dividends				0	%				0	%				0	%
Expected term (in years)				6					6					6
Risk-free rate	2.65	%	-	2.78	%	1.86	%	-	2.08	%	1.2	%	-	1.84	%

The Company’s restricted stock awards are valued on the closing price of the Company’s common stock on the date of grant and typically 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 four-year performance period. Under the Company’s new performance-based restricted stock unit (“PBRSU”) design, 50% of each award will vest based upon the Company’s EBITDA performance over a four-year performance period (“EBITDA Units”), and the remaining 50% of each award will vest based upon the Company’s earnings per share performance over a four-year performance period (“EPS Units”). The Company must achieve a 10% growth rate for the threshold number of EBITDA Units and EPS Units to vest for any performance year, and the target number of EBITDA Units and EPS Units will only vest in any performance year if the Company is able to achieve a 20% growth rate. The Compensation Committee determined to move away from its historical practice of granting only time-based equity awards and introduced the PBRSUs in order to further align the interests of the Company’s executives with those of shareholders by strengthening the relationship between executive pay and the Company’s performance against two critical performance metrics that the Company believes will drive value creation for its shareholders.

Summary of Stock Option Activity

A summary of option activity under the 2006 Plan and 2008 Plan as of December 28, 2018 and changes during the fiscal years ended December 28, 2018, December 29, 2017 and December 30, 2016 is presented below. The intrinsic value of the fully‑vested options is $18,265,000 based on the Company’s closing stock price of $34.98 and the average exercise price of outstanding options on December 28, 2018.


				Weighted-
		Weighted-		Average
		Average		Remaining
		Exercise		Contractual
	Options	Price		Term (Years)
Outstanding at December 29, 2017	1,207,000	$	14.04	7.02
Granted	158,000		31.54	—
Exercised	(85,000)		7.85	—
Forfeited or expired	(28,000)		5.07	—
Outstanding at December 28, 2018	1,252,000	$	16.87	6.62
Vested and expected to vest at December 28, 2018	1,252,000	$	16.87	6.62
Exercisable at December 28, 2018	838,000	$	12.20	5.58


				Weighted-
		Weighted-		Average
		Average		Remaining
		Exercise		Contractual
	Options	Price		Term (Years)
Outstanding at December 30, 2016	1,311,000	$	10.15	6.69
Granted	199,000		30.28	—
Exercised	(271,000)		7.02	—
Forfeited or expired	(32,000)		15.65	—
Outstanding at December 29, 2017	1,207,000	$	14.04	7.02
Vested and expected to vest at December 29, 2017	1,207,000	$	14.04	7.02
Exercisable at December 29, 2017	660,000	$	8.84	5.58


				Weighted-
		Weighted-		Average
		Average		Remaining
		Exercise		Contractual
	Options	Price		Term (Years)
Outstanding at January 1, 2016	964,000	$	7.22	6.04
Granted	440,000		15.28	—
Exercised	(75,000)		4.41	—
Forfeited or expired	(18,000)		9.81	—
Outstanding at December 30, 2016	1,311,000	$	10.15	6.69
Vested and expected to vest at December 30, 2016	1,311,000	$	10.15	6.69
Exercisable at December 30, 2016	658,000	$	6.21	4.21

A summary of the status of the Company’s nonvested options and changes in nonvested options during the fiscal years ended December 28, 2018, December 29, 2017 and December 30, 2016, is presented below:


		Weighted-
		Average
		Grant-Date
	Options	Fair Value
Nonvested at December 29, 2017	547,000	$	6.43
Granted	158,000		12.73
Vested	(263,000)		7.29
Forfeited	(28,000)		5.07
Nonvested at December 28, 2018	414,000		8.69


		Weighted-
		Average
		Grant-Date
	Options	Fair Value
Nonvested at December 30, 2016	653,000	$	4.75
Granted	199,000		12.23
Vested	(273,000)		6.68
Forfeited	(32,000)		15.65
Nonvested at December 29, 2017	547,000		6.43


		Weighted-
		Average
		Grant-Date
	Options	Fair Value
Nonvested at January 1, 2016	340,000	$	3.77
Granted	440,000		6.15
Vested	(109,000)		7.82
Forfeited	(18,000)		9.81
Nonvested at December 30, 2016	653,000		4.75

Summary of Restricted Stock Activity

A summary of restricted stock activity under the 2008 Plan as of December 28, 2018 and changes during the fiscal years ended December 28, 2018 and December 29, 2017, is presented below.


		Weighted-
		Average
	Restricted Stock	Grant Date Fair Value
Outstanding at December 29, 2017	87,000	$	17.67
Awarded	22,000		28.17
Vested	(45,000)		16.09
Forfeited	—		—
Outstanding at December 28, 2018	64,000	$	22.28

Outstanding at December 30, 2016	99,000	$	11.37
Awarded	28,000		31.53
Vested	(40,000)		33.02
Forfeited	—		—
Outstanding at December 29, 2017	87,000	$	17.67

Outstanding at January 1, 2016	38,000	$	11.66
Awarded	82,000		10.89
Vested	(21,000)		9.89
Forfeited	—		—
Outstanding at December 30, 2016	99,000	$	11.37

Summary of Performance-Based Restricted Stock Unit Activity

A summary of performance-based restricted stock unit activity under the 2008 Plan as of December 28, 2018 and changes during the fiscal year ended December 28, 2018.


	Performance-Based	Weighted-Average
	Restricted Stock Unit	Grant Date Fair Value
Outstanding at December 29, 2017	—	$	—
Awarded	280,000		21.94
Vested	—		—
Forfeited	—		—
Outstanding at December 28, 2018	280,000	$	22.28

The total unrecognized compensation expense related to nonvested stock options was $3,598,000, $3,514,000 and $3,101,000 for the fiscal years ended December 28, 2018, December 29, 2017 and December 30, 2016, respectively. The total unrecognized compensation expense related to restricted stock awards was $1,012,000, $1,162,000 and $874,000 for the fiscal years ended December 28, 2018, December 29, 2017 and December 30, 2016, respectively. The total unrecognized compensation expense related to performance-based restricted stock units was $12,254,000 for the fiscal year ended December 28, 2018. That expense is expected to be recognized over a weighted-average period of 1.23 years. There were no options granted that were immediately vested during the fiscal years ended December 28, 2018, December 29, 2017 and December 30, 2016.

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 plan received stockholder approval in June 2006. The Company re‑submitted the plan 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 annual meeting of the stockholders, the stockholders approved an 825,000 share increase to the ESPP. A total of 1,125,000 shares of the Company’s common stock have been reserved for issuance under the plan.

The plan 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 plan 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 plan 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 28, 2018, there were 740,000 shares available for issuance under the plan.

DEBT OBLIGATIONS

12 Months Ended

Dec. 28, 2018

DEBT OBLIGATIONS

DEBT OBLIGATIONS

10. DEBT OBLIGATIONS

Debt obligations, excluding obligations under capital leases (see Note 11 “—Commitments—Leases” below), consist of the following:


	December 28,		December 29,
	2018		2017
Outstanding borrowings on revolving credit facility	$	—	$	2,500,000
Outstanding borrowings on delayed draw term loan		70,000,000		—
Notes payable for insurance, 11 month term, bearing interest at 4.3%, payable in monthly principal and interest installments of $92,296 through October 2019.		1,500,000		—
Notes payable for IBM Software, 36 month term, bearing interest at 4.656% payable in monthly principal and interest installments of $6,315 through November 2021.		211,000		—
Deferred purchase price for the acquisition of substantially all of the assets of Genesys, bearing interest at 0.650%, payable in monthly principal and interest installments of $191,667 through March 2018.		—		383,000
Total debt obligations		71,711,000		2,883,000
Less current portion		8,572,000		383,000
Debt obligations, less current portion	$	63,139,000	$	2,500,000

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 28, 2018:


Fiscal Year:
2019		8,572,000
2020		7,071,000
2021		7,068,000
2022		7,000,000
Thereafter		42,000,000
	$	71,711,000

New Credit Facilities

In connection with the acquisition of Lime Energy, the Company entered into a new credit agreement on October 1, 2018 (the “Credit Agreement”) with a syndicate of financial institutions as lenders, and BMO Harris Bank, N.A., as administrative agent. The Credit Agreement initially provided for up to a $90.0 million delayed draw term loan facility (the “Delayed Draw Term Loan Facility”) and a $30.0 million revolving credit facility (collectively, the “New Credit Facilities”), each maturing on October 1, 2023. On October 10, 2018, as a result of the Company’s completed equity offering, the amount available for borrowing under the Delayed Draw Term Loan Facility was reduced to $70.0 million. On November 9, 2018, in connection with the closing of the acquisition of Lime Energy, the Company borrowed $70.0 million under the Delayed Draw Term Loan Facility. The proceeds of such borrowing were used to pay part of the consideration owed in connection with the acquisition along with related fees and expenses. The Credit Agreement replaced the Company’s prior $35.0 million revolving line of credit with BMO Harris Bank, N.A.

The New Credit Facilities bear interest at a rate equal to either, at the Company’s option, (i) the highest of the prime rate, the Federal Funds Rate plus 0.50% or one-month LIBOR plus 1.00% (“Base Rate”) or (ii) LIBOR, in each case plus an applicable margin ranging from 0.25% to 3.00% with respect to Base Rate borrowings and 1.25% to 4.00% with respect to LIBOR borrowings. The applicable margin is based upon the Company’s consolidated total leverage ratio. The Company will 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 consolidated total leverage ratio, and fees on the face amount of any letters of credit outstanding under the revolving credit facility, which range from 0.94% to 4.00% per annum, in each case, depending on whether such letter of credit is a performance or financial letter of credit and the Company’s consolidated total leverage ratio. The Delayed Draw Term Loan Facility will amortize quarterly in an amount equal to 10% annually, with a final payment of all then remaining principal due on the maturity date on October 1, 2023.

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), including Lime Energy and its 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, including Lime Energy and its subsidiaries (other than inactive subsidiaries).

The Credit Agreement requires compliance with financial covenants, including a maximum total leverage ratio and a minimum fixed charge coverage ratio. 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 New Credit Facilities 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 (d) representation and warranty insurance proceeds related to the Merger Agreement and (e) excess cash flow. The Credit Agreement includes customary events of default.

As of March 8, 2019, $70.0 million was outstanding under the Delayed Draw Term Loan and $2.7 million in letters of credit were issued.

The Company believes that, as of December 28, 2018, it was in compliance with all covenants contained in the Credit Agreement.

Prior Credit Facility

On January 20, 2017, the Company and each of its subsidiaries, as guarantors, entered into an Amended and Restated Credit Agreement (the “Prior Credit Agreement”) with BMO, as lender. The Credit Agreement amended and extended the Company’s prior Credit Agreement. The Prior Credit Agreement provided for a $35.0 million revolving line of credit, including a $10.0 million standby letter of credit sub-facility, and matures on January 20, 2020. Borrowings under the Prior Credit Agreement bore interest at a rate equal to either, at the Company’s option, (i) the highest of the prime rate, the Federal Funds Rate plus 0.5% or one-month London Interbank Offered Rate (“LIBOR”) plus 1% (the “Base Rate”) or (ii) LIBOR, in each case plus an applicable margin ranging from 0.25% to 1.00% with respect to Base Rate borrowings and 1.25% to 2.00% with respect to LIBOR borrowings. The applicable margin was based upon the consolidated leverage ratio of the Company. The Company was also required to pay a commitment fee for the unused portion of the revolving line of credit, which ranged from 0.20% to 0.35% per annum, and fees on any letters of credit drawn under the facility, which ranged from 0.94% to 1.50%, in each case, depending on the Company’s consolidated leverage ratio.

Borrowings under the revolving line of credit were guaranteed by all of the Company’s direct and indirect subsidiaries and secured by substantially all of the Company’s and the Guarantors’ assets. On October 1, 2018, in connection with the Company entering into the Credit Agreement, the Prior Credit Agreement was terminated.

Deferred Purchase Price

The Asset Purchase and Merger Agreement for the acquisition of substantially all of the assets of Genesys dated March 4, 2016, included deferred payments to Messrs. Braun and Mineo in the amount of $2.3 million (“Deferred Payments”), each. The Deferred Payments are to be paid in twenty-four (24) equal monthly installments in the amount of $95,834, inclusive of interest at the rate of 0.65% per annum. Payments commenced April 4, 2016 and concluded March 4, 2018. From issuance through December 28, 2018, the Company made payments of $4.6 million inclusive of interest and as of December 28, 2018, there were no outstanding balances for either Messrs. Braun or Mineo.

Insurance Premiums

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 its fiscal year ended December 28, 2018, the Company elected to finance its insurance premiums for the upcoming fiscal year. Included in the Company’s insurance renewal terms are individual stop loss amount of $100,000 and an aggregate of 125%. The unpaid balance of the financed premiums totaled $1.5 million and $0 for fiscal years ended December 28, 2018 and December 29, 2017, respectively.

COMMITMENTS

12 Months Ended

Dec. 28, 2018

COMMITMENTS

COMMITMENTS

11. COMMITMENTS

Leases

The Company is obligated under capital leases for certain furniture and office equipment that expire at various dates through 2021.

The Company also leases certain office facilities under non‑cancelable operating leases that expire at various dates through 2025.

Future minimum rental payments under capital and non‑cancelable operating leases are summarized as follows:


	Capital		Operating
Fiscal year:
2019	$	335,000		4,442,000
2020		204,000		2,882,000
2021		26,000		2,036,000
2022		—		1,565,000
2023		—		668,000
2023		—		996,000
Total future minimum lease payments		565,000	$	12,589,000
Amount representing interest (at rates ranging from 3.25% to 3.75%)		(21,000)
Present value of net minimum lease payments under capital leases		544,000
Less current portion		320,000
	$	224,000

Rent expense and related charges for common area maintenance for all facility operating leases for fiscal years 2018, 2017 and 2016 was approximately $4,486,000, $3,624,000 and $3,215,000, respectively.

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 also had a defined contribution plan (the “Plan”) covering employees who have completed three months of service and who have attained 21 years of age. The Company elected to make matching contributions equal to 50% of the participants’ contributions to the Plan up to 6% of the individual participant’s compensation. Under the defined contribution plan, the Company may make discretionary matching contributions to employee accounts.

The Company made matching contributions of approximately $1,120,000, $1,021,000 and $900,000 during fiscal years 2018, 2017 and 2016, respectively.

The Company has a discretionary bonus plan for regional managers, division managers and others as determined by the chief executive officer or 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 bonuses for outstanding performance. The Company’s compensation committee of the board of directors determines the compensation of the president and chief executive officer and other executive officers. Bonus expense for fiscal years 2018, 2017 and 2016 totaled approximately $5,094,000, $3,535,000 and $2,709,000, respectively, of which approximately $4,089,000 and $2,687,000 are included in accrued liabilities at December 28, 2018 and December 29, 2017, respectively.

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 director, and his spouse and for Linda Heil, the widow of the Company’s former chief executive officer, Dan Heil. These benefits relate to past services provided to the Company. Accordingly, there is no unamortized compensation cost for the benefits.

Included in accrued liabilities in the accompanying consolidated balance sheets related to this obligation is the present value of expected payments for health insurance coverage, $122,000 as of December 28, 2018 and $93,000 as of December 29, 2017.

INCOME TAXES

12 Months Ended

Dec. 28, 2018

INCOME TAXES

INCOME TAXES

12. INCOME TAXES

The provision for income taxes is comprised of:


	Fiscal Year
	2018		2017		2016
Current federal taxes	$	3,632,000	$	635,000	$	1,441,000
Current state taxes		1,389,000		306,000		402,000
Deferred federal taxes		(2,539,000)		431,000		900,000
Deferred state taxes		(351,000)		190,000		325,000
	$	2,131,000	$	1,562,000	$	3,068,000

The provision for income taxes reconciles to the amounts computed by applying the statutory federal tax rate of 21% for fiscal year 2018 and 34% for fiscal years 2017 and 2016 to the Company’s income before income taxes. The sources and tax effects of the differences for fiscal years 2018, 2017 and 2016 are as follows:


	2018		2017		2016
Computed “expected” federal income tax expense	$	2,554,000	$	4,655,000	$	3,865,000
Permanent differences		77,000		(61,000)		86,000
Stock options and disqualifying dispositions		(354,000)		(1,629,000)		(232,000)
Tax Act - federal rate change		—		(1,277,000)		—
Energy efficient building deduction		(919,000)		—		(912,000)
Current and deferred state income tax expense, net of federal benefit		815,000		287,000		481,000
Change in valuation allowances on deferred tax assets		—		15,000		(1,000)
Federal deferred tax adjustments		220,000		(441,000)		—
Adjustment for uncertain tax positions		61,000		363,000		—
Research and development tax credit		(313,000)		(188,000)		—
Adjustment to prior earn-out liability		(198,000)		—		—
Non-deductible transaction expenses		203,000		—		—
Other		(15,000)		(162,000)		(219,000)
	$	2,131,000	$	1,562,000	$	3,068,000

Differences between the Company’s effective income tax rate and what would be expected if the federal statutory rate was applied to income before income tax from continuing operations are primarily due to state income tax expense, energy efficient building deductions, stock options and disqualifying dispositions. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law, which, among other items, lowered the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. As a result of the Tax Act, the Company recorded a one-time decrease in deferred tax expense of $1.3 million for the fiscal quarter ended December 29, 2017 to account for the remeasurement of the Company’s deferred tax assets and liabilities on the enactment date.

Shortly after the Tax Act was enacted, the Securities and Exchange Commission issued guidance under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) to address the application of generally accepted accounting principles in the United States of America, or GAAP, and directing taxpayers to consider the impact of the Tax Act as “provisional” when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for the change in tax law. In accordance with SAB 118, the Company recognized the provisional tax impacts during fiscal year 2017. As of December 28, 2018, the Company’s accounting for the Tax Act is complete. An adjustment of $0.2 million additional deferred tax expense was recorded due to the corporate tax rate change impact on adjustments to temporary differences that were estimated at the time of the tax provision and finalized for the tax return.

The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets and liabilities are as follows:


	December 28,		December 29,
	2018		2017
Deferred tax assets:
Accounts receivable allowance	$	122,000	$	104,000
Other accrued liabilities		2,714,000		1,413,000
Federal and state net operating losses		20,569,000		191,000
Intangible assets		—		2,466,000
Stock compensation		2,167,000		—
Adjustments to fair value of assets		733,000		—
Other		173,000		1,126,000
		26,478,000		5,300,000
Valuation allowance		(86,000)		(87,000)
Net deferred tax assets	$	26,392,000	$	5,213,000
Deferred tax liabilities:
Deferred revenue	$	(5,702,000)	$	(6,935,000)
Fixed assets		(116,000)		(463,000)
Intangible assets		(8,041,000)		—
Other		(212,000)		(278,000)
		(14,071,000)		(7,676,000)
Net deferred tax liability	$	12,321,000	$	(2,463,000)

At December 28, 2018, the Company had federal and state operating loss carryovers of $83.7 million and $51.2 million, respectively. The carryovers expire through 2036.

In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which amends the current stock compensation guidance. The amendments simplify the accounting for the taxes related to stock-based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. The standard is effective for fiscal periods beginning after December 15, 2016, with early adoption permitted. The Company has elected to early adopt ASU 2016-09 on a prospective basis, which resulted in a decrease to tax expense of approximately $0.3 million and $1.6 million for the fiscal years ended December 28, 2018 and December 29, 2017, respectively.

During the fiscal year ending December 28, 2018, the Company increased their recorded liability for uncertain tax positions from fiscal year end 2017 to be $424,000. This increase is a result of the recognition of interest and penalties related to unrecognized tax benefits in income tax expense. The Company may be subject to examination by the Internal Revenue Service (“IRS”) for calendar years 2015 through 2018. However, the company is currently under examination by the IRS for the 2016 tax year. The Company is unable to determine the outcome of this audit at this time. The Company may also be subject to examination on certain state and local jurisdictions for the years 2014 through 2018.

The Company's policy is to recognize interest and penalties related to unrecognized tax benefits in income tax expense. Following is reconciliation of beginning and ending amounts of unrecognized tax benefits:


	Amount
Balance as of December 29, 2017	$	363,000
Additions based on tax positions related to the current year		—
Additions for tax positions of prior years		61,000
Reductions for tax positions related to the current year		—
Reduction for tax positions of prior years		—
Balance as of December 28, 2018	$	424,000

During the year ended December 28, 2018, the Internal Revenue Service continued its audit of the Company’s tax return for the fiscal year ended December 30, 2016. The Company has not determined the impact of this examination due to the audit process having not been completed.

SEGMENT INFORMATION

12 Months Ended

Dec. 28, 2018

SEGMENT INFORMATION

SEGMENT INFORMATION

13. SEGMENT INFORMATION

During the three months ended March 30, 2018, the Company revised its segment reporting to conform to changes in its internal management reporting. As a result, beginning with the three months ended March 30, 2018, 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. Accordingly, segment information has been revised for comparison purposes for all periods presented in the accompanying consolidated financial statements.

The Company’s principal segment, Energy, which consists of the business of the Company’s subsidiary, WES, remains unchanged. WES provides energy and sustainability consulting services to utilities, public agencies, municipalities, private industry and non-profit organizations. The Engineering and Consulting segment includes the operation of the Company’s remaining subsidiaries, Willdan Engineering, Willdan Infrastructure, Public Agency Resources, Willdan Financial Services and Willdan Homeland Solutions. The Engineering and Consulting segment combines the Company’s previous Engineering Services segment, Public Finance Services segment and Homeland Security Services segment. The former Public Finance Services segment and former Homeland Security Services segment represent an insignificant portion of the Engineering and Consulting segment. The Engineering and Consulting segment offers a broad range of engineering and planning services to the Company’s public and private sector clients, 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, and 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. There were no intersegment sales in any of the three fiscal years ended December 28, 2018. The Company’s chief operating decision maker 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 and reconciliation to the amounts reported in the Company’s consolidated financial statements follows:


			Engineering		Unallocated				Consolidated
	Energy		& Consulting		Corporate		Intersegment		Total
Fiscal Year 2018
Contract revenue	$	196,833,000	$	75,419,000	$	—	$	—	$	272,252,000
Depreciation and amortization		5,274,000		786,000		—		—		6,060,000
Interest expense		312,000		388,000		—		—		700,000
Segment profit (loss) before income tax expense		8,959,000		7,589,000		(4,387,000)		—		12,161,000
Income tax (benefit) expense		1,570,000		1,330,000		(769,000)		—		2,131,000
Net income (loss)		7,390,000		6,259,000		(3,619,000)		—		10,030,000
Segment assets(1)		252,124,000		20,402,000		52,440,000		(23,130,000)		301,836,000
Fiscal Year 2017
Contract revenue	$	199,609,000	$	73,743,000	$	—	$	—	$	273,352,000
Depreciation and amortization		3,145,000		804,000		—		—		3,949,000
Interest expense		(90,000)		(21,000)		—		—		(111,000)
Segment profit (loss) before income tax expense		5,589,000		9,054,000		(952,000)		—		13,691,000
Income tax (benefit) expense		638,000		1,033,000		(109,000)		—		1,562,000
Net income (loss)		4,951,000		8,021,000		(843,000)		—		12,129,000
Segment assets(1)		65,872,000		20,774,000		74,656,000		(23,130,000)		138,172,000
Fiscal Year 2016
Contract revenue	$	141,888,000	$	67,053,000	$	—	$	—	$	208,941,000
Depreciation and amortization		2,511,000		693,000		—		—		3,204,000
Interest expense		(163,000)		(16,000)		—		—		(179,000)
Segment profit before income tax expense		5,895,000		6,887,000		(1,415,000)		—		11,367,000
Income tax expense (benefit)		1,591,000		1,859,000		(382,000)		—		3,068,000
Net income		4,304,000		5,028,000		(1,033,000)		—		8,299,000
Segment assets(1)		63,140,000		20,100,000		48,237,000		(23,130,000)		108,347,000

(1)

Segment assets are presented net of intercompany receivables.

The following sets forth the assets that are included in Unallocated Corporate as of December 28, 2018 and December 29, 2017.


	2018		2017
Assets:
Cash and cash equivalents	$	14,863,000	$	47,654,000
Accounts Receivable, net		(1,826,000)		(1,046,000)
Prepaid expenses		1,606,000		1,285,000
Intercompany receivables		135,507,000		131,667,000
Goodwill		2,000		2,000
Other receivables		201,000		1,687,000
Equipment and leasehold improvements, net		1,180,000		1,504,000
Investments in subsidiaries		23,130,000		23,130,000
Other		963,000		438,000
Deferred income taxes		12,321,000		—
	$	187,947,000	$	206,321,000

CONTINGENCIES	12 Months Ended
CONTINGENCIES	Dec. 28, 2018
CONTINGENCIES
CONTINGENCIES	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.

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

12 Months Ended

Dec. 28, 2018

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

15. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The tables below reflect selected quarterly information for the fiscal years ended December 28, 2018 and December 29, 2017.


	Fiscal Three Months Ended
	March 30,		June 29,		September 28,		December 28,
	2018		2018		2018		2018
	(in thousands except per share amounts)
Contract revenue	$	54,595	$	59,833	$	71,386	$	86,438
Income from operations		1,974		4,205		4,913		1,679
Income tax (benefit) expense		(242)		869		1,597		(93)
Net income		2,203		3,315		3,311		1,201
Earnings per share:
Basic	$	0.25	$	0.38	$	0.37	$	0.11
Diluted	$	0.24	$	0.36	$	0.35	$	0.11
Weighted-average shares outstanding:
Basic		8,753		8,796		8,844		10,662
Diluted		9,185		9,288		9,343		11,217


	Fiscal Three Months Ended
	March 31,		June 30,		September 29,		December 29,
	2017		2017		2017		2017
	(in thousands except per share amounts)
Contract revenue	$	68,351	$	71,833	$	69,007	$	64,161
Income from operations		1,964		4,563		4,183		2,994
Income tax expense		(673)		1,220		1,292		(277)
Net income		2,641		3,312		2,886		3,290
Earnings per share:
Basic	$	0.32	$	0.38	$	0.33	$	0.38
Diluted	$	0.30	$	0.36	$	0.31	$	0.36
Weighted-average shares outstanding:
Basic		8,281		8,603		8,730		8,689
Diluted		8,854		9,136		9,248		9,231

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 28, 2018
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	16. SUBSEQUENT EVENTS On January 31, 2019, we entered into an interest swap agreement for $35 million notional amount. The interest swap agreement was designated as a cash flow hedge to fix the variable interest rate on a portion of the borrowings under our Delayed Draw Term Loan Facility. The interest swap fixed rate is 2.47% and the amortization is quarterly in an amount equal to 10% annually. The interest swap agreement expires on January 31, 2022. Subsequent events were evaluated through to the filing date of March 8, 2019.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 28, 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

Fiscal Years

Cash and Cash Equivalents

All highly liquid investments purchased with a remaining maturity of three months or less are considered to be cash equivalents. Cash and cash equivalents consisted of the following:


	December 28,		December 29,
	2018		2017
Operating bank accounts	$	15,248,000	$	14,414,000
Petty cash		11,000		10,000
	$	15,259,000	$	14,424,000

Fair Value of Financial Instruments

Segment Information

Contract Assets and Liabilities

Off-Balance Sheet Arrangements

Off‑Balance Sheet Arrangements

Contract Accounting

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

General and Administrative Expenses

Leases

Equipment and Leasehold Improvements

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

Long-lived assets

Goodwill

Accounting for Claims Against the Company

Accounting for Claims against the Company

Stock Options

Business Combinations

Income Taxes

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.

Use of Estimates

Liquidity

Adoption of New Accounting Standards

Disaggregation of Revenue


Contract Type	Energy		Engineering and Consulting		Total
Time-and-materials	$	13,790,000	$	59,744,000	$	73,534,000
Unit-based		113,749,000		13,300,000		127,049,000
Fixed price		69,294,000		2,375,000		71,669,000
Total	$	196,833,000	$	75,419,000	$	272,252,000

Client Type	Energy		Engineering and Consulting		Total
Commercial	$	20,715,000	$	4,882,000	$	25,597,000
Government		62,897,000		70,091,000		132,988,000
Utilities		113,221,000		446,000		113,667,000
Total	$	196,833,000	$	75,419,000	$	272,252,000

Geography	Energy		Engineering and Consulting		Total
Domestic	$	196,833,000	$	75,419,000	$	272,252,000

Contract Balances

The Company recognized the cumulative effect of initially applying ASC 606 as an adjustment to retained earnings in the balance sheet as of December 30, 2017 as follows:


	Balance at		Adjustments		Balance at
	December 29,		Due to		December 30,
	2017		ASC 606		2017
Assets
Accounts receivable, net of allowance for doubtful accounts	$	38,441,000	$	(8,560,000)	$	29,881,000
Contract assets	$	24,732,000	$	9,328,000	$	34,060,000

Liabilities
Deferred income taxes, net	$	2,463,000	$	(215,000)	$	2,248,000

Equity
Retained earnings	$	19,588,000	$	553,000	$	20,141,000

The impact of adoption on its condensed consolidated balance sheet and cash flows for the fiscal year ended December 28, 2018 was as follows:


	For the year ended December 28, 2018
	As		Balances Without		Effect of Change
	Reported		Adoption of ASC 606		Higher/(Lower)
Assets
Accounts receivable, net of allowance for doubtful accounts	$	61,346,000	$	68,240,000	$	(6,894,000)
Contract assets	$	51,851,000	$	44,981,000	$	6,870,000

Liabilities
Deferred income taxes, net	$	—	$	112,000	$	(112,000)

Equity
Retained earnings	$	30,171,000	$	29,889,000	$	282,000

	For the year ended December 28, 2018
	As		Balances Without		Effect of Change
	Reported		Adoption of ASC 606		Higher/(Lower)
Cash flows from operating activities
Accounts receivable, net of allowance for doubtful accounts	$	3,177,000	$	(3,717,000)	$	6,894,000
Contract assets		(11,539,000)		(4,645,000)		(6,894,000)
Total cash flows used in operating activities	$	(8,362,000)	$	(8,362,000)	$	—

The impact of adoption on its statement of operations was not material for the fiscal year ended December 28, 2018.

Stock Compensation

Statement of Cash Flows

Recent Accounting Pronouncements

Leases

Stock Compensation

Intangibles-Goodwill and Other

Proposed Accounting Standards

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 28, 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of cash and cash equivalents


	December 28,		December 29,
	2018		2017
Operating bank accounts	$	15,248,000	$	14,414,000
Petty cash		11,000		10,000
	$	15,259,000	$	14,424,000

Schedule of contracts by reportable segments and type of contracts


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

Schedule of 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

Schedule of disaggregation of revenue


Contract Type	Energy		Engineering and Consulting		Total
Time-and-materials	$	13,790,000	$	59,744,000	$	73,534,000
Unit-based		113,749,000		13,300,000		127,049,000
Fixed price		69,294,000		2,375,000		71,669,000
Total	$	196,833,000	$	75,419,000	$	272,252,000

Client Type	Energy		Engineering and Consulting		Total
Commercial	$	20,715,000	$	4,882,000	$	25,597,000
Government		62,897,000		70,091,000		132,988,000
Utilities		113,221,000		446,000		113,667,000
Total	$	196,833,000	$	75,419,000	$	272,252,000

Geography	Energy		Engineering and Consulting		Total
Domestic	$	196,833,000	$	75,419,000	$	272,252,000

Schedule of cumulative effect of initially applying ASC 606 as an adjustment to retained earnings

The Company recognized the cumulative effect of initially applying ASC 606 as an adjustment to retained earnings in the balance sheet as of December 30, 2017 as follows:


	Balance at		Adjustments		Balance at
	December 29,		Due to		December 30,
	2017		ASC 606		2017
Assets
Accounts receivable, net of allowance for doubtful accounts	$	38,441,000	$	(8,560,000)	$	29,881,000
Contract assets	$	24,732,000	$	9,328,000	$	34,060,000

Liabilities
Deferred income taxes, net	$	2,463,000	$	(215,000)	$	2,248,000

Equity
Retained earnings	$	19,588,000	$	553,000	$	20,141,000

The impact of adoption on its condensed consolidated balance sheet and cash flows for the fiscal year ended December 28, 2018 was as follows:


	For the year ended December 28, 2018
	As		Balances Without		Effect of Change
	Reported		Adoption of ASC 606		Higher/(Lower)
Assets
Accounts receivable, net of allowance for doubtful accounts	$	61,346,000	$	68,240,000	$	(6,894,000)
Contract assets	$	51,851,000	$	44,981,000	$	6,870,000

Liabilities
Deferred income taxes, net	$	—	$	112,000	$	(112,000)

Equity
Retained earnings	$	30,171,000	$	29,889,000	$	282,000

	For the year ended December 28, 2018
	As		Balances Without		Effect of Change
	Reported		Adoption of ASC 606		Higher/(Lower)
Cash flows from operating activities
Accounts receivable, net of allowance for doubtful accounts	$	3,177,000	$	(3,717,000)	$	6,894,000
Contract assets		(11,539,000)		(4,645,000)		(6,894,000)
Total cash flows used in operating activities	$	(8,362,000)	$	(8,362,000)	$	—

BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 28, 2018

Lime Energy

Schedule of consideration for the acquisition


	Lime Energy
Cash paid	$	122,376,000
Other working capital adjustment		63,000
Total consideration	$	122,439,000

Schedule of amounts for the acquired assets recorded at their estimated fair value as of the acquisition date


	Lime Energy
Current assets (1)	$	45,401,000
Non-current assets (2)		13,847,000
Cash		1,090,000
Equipment and leasehold improvements, net		1,892,000
Liabilities		(33,603,000)
Customer relationships		19,400,000
Tradename		5,970,000
Developed technology		10,200,000
Backlog		730,000
Goodwill		57,512,000
Net assets acquired	$	122,439,000

(1)

Excluded from current assets is cash

(2)

Excluded from non-current assets are equipment and leasehold improvements, net, customer relationships, tradename, developed technology, backlog and goodwill.

Schedule of unaudited pro forma financial information


	Year Ended
	December 28,		December 29,
In thousands (except per share data)	2018		2017
Pro forma revenue	$	401,703	$	400,217

Pro forma income from operations	$	13,415	$	7,230
Pro forma net income (1)	$	10,725	$	4,618

Earnings per share:
Basic	$	0.99	$	0.44
Diluted	$	0.95	$	0.41

Weighted average shares outstanding:
Basic		10,828		10,554
Diluted		11,327		11,168

(1)

Adjustments to pro forma net income include income from operations, amortization and interest expenses.

Integral Analytics, Inc

Schedule of consideration for the acquisition


	Integral Analytics
Cash paid	$	15,000,000
Other payable for working capital adjustment		113,000
Issuance of common stock		3,100,000
Contingent consideration		5,600,000
Total consideration	$	23,813,000

Schedule of amounts for the acquired assets recorded at their estimated fair value as of the acquisition date


	Integral Analytics
Current assets (1)	$	626,000
Non-current assets (2)		2,000
Cash		397,000
Equipment and leasehold improvements, net		5,000
Liabilities		(946,000)
Customer relationships		1,950,000
Tradename		1,410,000
Developed technology		2,720,000
In-process technology		1,690,000
Goodwill		15,959,000
Net assets acquired	$	23,813,000

(1)

Excluded from current assets is cash

(2)

Excluded from non-current assets are equipment and leasehold improvements, net, customer relationships, tradename, developed technology, in-process technology and goodwill.

Schedule of unaudited pro forma financial information


	Year Ended
	December 29,		December 30,
In thousands (except per share data)	2017		2016
Pro forma revenue	$	275,622	$	227,504

Pro forma income from operations	$	11,991	$	10,107
Pro forma net income (1)	$	10,345	$	7,627

Earnings per share:
Basic	$	1.21	$	0.92
Diluted	$	1.13	$	0.88

Weighted average shares outstanding:
Basic		8,541		8,310
Diluted		9,155		8,656

(1)

Adjustments to pro forma net income include income from operations, amortization and interest expenses.

Genesys

Schedule of consideration for the acquisition


	Genesys
Cash paid	$	8,857,000
Other receivable for working capital adjustment		(604,000)
Issuance of common stock		2,228,000
Deferred purchase price, payable in 24 monthly installments		4,569,000
Total consideration	$	15,050,000

Schedule of amounts for the acquired assets recorded at their estimated fair value as of the acquisition date


	Genesys
Current assets (1)	$	14,952,000
Non-current assets (2)		36,000
Cash		101,000
Equipment and leasehold improvements, net		117,000
Liabilities		(12,643,000)
Customer relationships		3,260,000
Backlog		1,050,000
Tradename		1,690,000
Non-compete agreements		320,000
Goodwill		6,167,000
Net assets acquired	$	15,050,000

(1)

Excluded from current assets is cash

(2)

Excluded from non-current assets are equipment and leasehold improvements, net, customer relationships, backlog, tradename, non-compete agreements and goodwill.

Schedule of unaudited pro forma financial information


	Year Ended
	December 30,		January 1,
In thousands (except per share data)	2016		2016
Pro forma revenue	$	222,914	$	167,479

Pro forma income from operations	$	12,504	$	7,755
Pro forma net income (1)	$	8,907	$	4,498

Earnings per share:
Basic	$	1.08	$	0.57
Diluted	$	1.04	$	0.55

Weighted average shares outstanding:
Basic		8,219		7,834
Diluted		8,565		8,113

(1)

Adjustments to pro forma net income include income from operations, amortization and interest expenses.

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 28, 2018

GOODWILL AND OTHER INTANGIBLE ASSETS

Schedule of changes in the carrying value of goodwill by reporting unit


	December 30,		Additional		Additions /		December 29,
	2016		Purchase Cost		Adjustments		2017
Reporting Unit:
Energy	$	21,198,000	$	16,379,000	$	(142,000)	$	37,435,000
Engineering and Consulting		749,000		—		—		749,000
	$	21,947,000	$	16,379,000	$	(142,000)	$	38,184,000

	December 29,		Additional		Additions /		December 28,
	2017		Purchase Cost		Adjustments		2018
Reporting Unit:
Energy	$	37,435,000	$	59,466,000	$	98,000	$	96,999,000
Engineering and Consulting		749,000		—		—		749,000
	$	38,184,000	$	59,466,000	$	98,000	$	97,748,000

Schedule of gross amounts and accumulated amortization of the Company's acquired identifiable intangible assets with finite useful lives


	December 28, 2018				December 29, 2017
	Gross		Accumulated		Gross		Accumulated		Amortization
	Amount		Amortization		Amount		Amortization		Period (yrs)
Backlog	$	2,514,000	$	2,155,000	$	1,398,000	$	989,000	5.0
Tradename		10,301,000		3,118,000		3,779,000		2,050,000	2.5 - 6.0
Non-compete agreements		1,420,000		1,042,000		1,331,000		745,000	4.0
Developed technology		12,920,000		944,000		2,760,000		144,000	8.0
In-process research and technology (1)		1,690,000		—		1,650,000		—	10.0
Customer relationships		25,219,000		2,441,000		4,960,000		1,284,000	5.0 - 8.0
	$	54,064,000	$	9,700,000	$	15,878,000	$	5,212,000

Schedule of estimated amortization expense for acquired identifiable intangible assets


Fiscal year:
2019	$	7,577,000
2020		7,165,000
2021		6,473,000
2022		6,287,000
2023		5,642,000
Thereafter		11,220,000
	$	44,364,000

EARNINGS PER SHARE ("EPS") (Tables)

12 Months Ended

Dec. 28, 2018

EARNINGS PER SHARE (EPS)

Schedule of number of weighted-average common shares outstanding used to compute basic and diluted EPS


	Fiscal Year
	2018		2017		2016
Net income	$	10,030,000	$	12,129,000	$	8,299,000
Weighted-average common shares outstanding		9,264,000		8,541,000		8,219,000
Effect of dilutive stock options and restricted stock awards		499,000		614,000		346,000
Weighted-average common shares outstanding-diluted		9,763,000		9,155,000		8,565,000
Earnings per share:
Basic	$	1.08	$	1.42	$	1.01
Diluted	$	1.03	$	1.32	$	0.97

ACCOUNTS RECEIVABLE (Tables)

12 Months Ended

Dec. 28, 2018

ACCOUNTS RECEIVABLE

Schedule of accounts receivable


	December 28,		December 29,
	2018		2017
Billed	$	61,788,000	$	30,250,000
Unbilled (1)		45,158,000		24,732,000
Contract retentions		6,693,000		8,560,000
Other assets (2)		1,626,000		—
		115,265,000		63,542,000
Allowance for doubtful accounts		(442,000)		(369,000)
	$	114,823,000	$	63,173,000

(1)

Unbilled portion represents contract assets which is presented separately from accounts receivable on the consolidated balance sheets.

(2)

Other assets represents a portion of receivables greater than one year from the normal course of business presented separately from current assets on the consolidated balance sheets.

Schedule of the movements in the allowance for doubtful accounts


	Fiscal Year
	2018		2017		2016
Balance as of the beginning of the year	$	369,000	$	785,000	$	760,000
(Recovery of) provision for doubtful accounts		470,000		(189,000)		216,000
Write-offs of uncollectible accounts		(397,000)		(227,000)		(191,000)
Balance as of the end of the year	$	442,000	$	369,000	$	785,000

EQUIPMENT AND LEASEHOLD IMPROVEMENTS (Tables)

12 Months Ended

Dec. 28, 2018

EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Schedule of equipment and leasehold improvements


	December 28,		December 29,
	2018		2017
Furniture and fixtures	$	3,551,000	$	3,011,000
Computer hardware and software		10,874,000		8,355,000
Leasehold improvements		1,419,000		1,121,000
Equipment under capital leases		1,304,000		1,095,000
Automobiles, trucks, and field equipment		2,635,000		2,100,000
		19,783,000		15,682,000
Accumulated depreciation and amortization		(11,785,000)		(10,376,000)
Equipment and leasehold improvements, net	$	7,998,000	$	5,306,000

ACCRUED LIABILITIES (Tables)

12 Months Ended

Dec. 28, 2018

ACCRUED LIABILITIES

Schedule of accrued liabilities


	December 28,		December 29,
	2018		2017
Accrued bonuses	$	5,273,000	$	2,687,000
Accrued interest		127,000		5,000
Paid leave bank		3,512,000		2,533,000
Compensation and payroll taxes		2,544,000		1,859,000
Accrued legal		153,000		103,000
Accrued workers’ compensation insurance		273,000		305,000
Accrued rent		233,000		192,000
Employee withholdings		2,137,000		1,812,000
Client deposits		280,000		92,000
Accrued subcontractor costs		21,446,000		13,103,000
Other		1,423,000		602,000
Total accrued liabilities	$	37,401,000	$	23,293,000

EQUITY PLANS (Tables)

12 Months Ended

Dec. 28, 2018

Schedule of assumptions


	2018					2017					2016
Expected volatility	37	%	-	38	%	38	%	-	41	%	39	%	-	41	%
Expected dividends				0	%				0	%				0	%
Expected term (in years)				6					6					6
Risk-free rate	2.65	%	-	2.78	%	1.86	%	-	2.08	%	1.2	%	-	1.84	%

Summary of option activity and changes during the period


				Weighted-
		Weighted-		Average
		Average		Remaining
		Exercise		Contractual
	Options	Price		Term (Years)
Outstanding at December 29, 2017	1,207,000	$	14.04	7.02
Granted	158,000		31.54	—
Exercised	(85,000)		7.85	—
Forfeited or expired	(28,000)		5.07	—
Outstanding at December 28, 2018	1,252,000	$	16.87	6.62
Vested and expected to vest at December 28, 2018	1,252,000	$	16.87	6.62
Exercisable at December 28, 2018	838,000	$	12.20	5.58


				Weighted-
		Weighted-		Average
		Average		Remaining
		Exercise		Contractual
	Options	Price		Term (Years)
Outstanding at December 30, 2016	1,311,000	$	10.15	6.69
Granted	199,000		30.28	—
Exercised	(271,000)		7.02	—
Forfeited or expired	(32,000)		15.65	—
Outstanding at December 29, 2017	1,207,000	$	14.04	7.02
Vested and expected to vest at December 29, 2017	1,207,000	$	14.04	7.02
Exercisable at December 29, 2017	660,000	$	8.84	5.58


				Weighted-
		Weighted-		Average
		Average		Remaining
		Exercise		Contractual
	Options	Price		Term (Years)
Outstanding at January 1, 2016	964,000	$	7.22	6.04
Granted	440,000		15.28	—
Exercised	(75,000)		4.41	—
Forfeited or expired	(18,000)		9.81	—
Outstanding at December 30, 2016	1,311,000	$	10.15	6.69
Vested and expected to vest at December 30, 2016	1,311,000	$	10.15	6.69
Exercisable at December 30, 2016	658,000	$	6.21	4.21

Summary of the status of the nonvested options and changes in nonvested options


		Weighted-
		Average
		Grant-Date
	Options	Fair Value
Nonvested at December 29, 2017	547,000	$	6.43
Granted	158,000		12.73
Vested	(263,000)		7.29
Forfeited	(28,000)		5.07
Nonvested at December 28, 2018	414,000		8.69


		Weighted-
		Average
		Grant-Date
	Options	Fair Value
Nonvested at December 30, 2016	653,000	$	4.75
Granted	199,000		12.23
Vested	(273,000)		6.68
Forfeited	(32,000)		15.65
Nonvested at December 29, 2017	547,000		6.43


		Weighted-
		Average
		Grant-Date
	Options	Fair Value
Nonvested at January 1, 2016	340,000	$	3.77
Granted	440,000		6.15
Vested	(109,000)		7.82
Forfeited	(18,000)		9.81
Nonvested at December 30, 2016	653,000		4.75

Restricted stock

Summary of restricted stock activity


		Weighted-
		Average
	Restricted Stock	Grant Date Fair Value
Outstanding at December 29, 2017	87,000	$	17.67
Awarded	22,000		28.17
Vested	(45,000)		16.09
Forfeited	—		—
Outstanding at December 28, 2018	64,000	$	22.28

Outstanding at December 30, 2016	99,000	$	11.37
Awarded	28,000		31.53
Vested	(40,000)		33.02
Forfeited	—		—
Outstanding at December 29, 2017	87,000	$	17.67

Outstanding at January 1, 2016	38,000	$	11.66
Awarded	82,000		10.89
Vested	(21,000)		9.89
Forfeited	—		—
Outstanding at December 30, 2016	99,000	$	11.37

Performance Shares

Summary of restricted stock activity


	Performance-Based	Weighted-Average
	Restricted Stock Unit	Grant Date Fair Value
Outstanding at December 29, 2017	—	$	—
Awarded	280,000		21.94
Vested	—		—
Forfeited	—		—
Outstanding at December 28, 2018	280,000	$	22.28

DEBT OBLIGATIONS (Tables)

12 Months Ended

Dec. 28, 2018

DEBT OBLIGATIONS

Schedule of debt obligations, excluding obligations under capital leases


	December 28,		December 29,
	2018		2017
Outstanding borrowings on revolving credit facility	$	—	$	2,500,000
Outstanding borrowings on delayed draw term loan		70,000,000		—
Notes payable for insurance, 11 month term, bearing interest at 4.3%, payable in monthly principal and interest installments of $92,296 through October 2019.		1,500,000		—
Notes payable for IBM Software, 36 month term, bearing interest at 4.656% payable in monthly principal and interest installments of $6,315 through November 2021.		211,000		—
Deferred purchase price for the acquisition of substantially all of the assets of Genesys, bearing interest at 0.650%, payable in monthly principal and interest installments of $191,667 through March 2018.		—		383,000
Total debt obligations		71,711,000		2,883,000
Less current portion		8,572,000		383,000
Debt obligations, less current portion	$	63,139,000	$	2,500,000

Schedule of principal installments for the Company’s debt obligations excluding capital leases


Fiscal Year:
2019		8,572,000
2020		7,071,000
2021		7,068,000
2022		7,000,000
Thereafter		42,000,000
	$	71,711,000

COMMITMENTS (Tables)

12 Months Ended

Dec. 28, 2018

COMMITMENTS

Summary of future minimum rental payments under capital and non-cancelable operating leases


	Capital		Operating
Fiscal year:
2019	$	335,000		4,442,000
2020		204,000		2,882,000
2021		26,000		2,036,000
2022		—		1,565,000
2023		—		668,000
2023		—		996,000
Total future minimum lease payments		565,000	$	12,589,000
Amount representing interest (at rates ranging from 3.25% to 3.75%)		(21,000)
Present value of net minimum lease payments under capital leases		544,000
Less current portion		320,000
	$	224,000

INCOME TAXES (Tables)

12 Months Ended

Dec. 28, 2018

INCOME TAXES

Schedule of provision for income taxes


	Fiscal Year
	2018		2017		2016
Current federal taxes	$	3,632,000	$	635,000	$	1,441,000
Current state taxes		1,389,000		306,000		402,000
Deferred federal taxes		(2,539,000)		431,000		900,000
Deferred state taxes		(351,000)		190,000		325,000
	$	2,131,000	$	1,562,000	$	3,068,000

Schedule of sources and tax effects of the differences


	2018		2017		2016
Computed “expected” federal income tax expense	$	2,554,000	$	4,655,000	$	3,865,000
Permanent differences		77,000		(61,000)		86,000
Stock options and disqualifying dispositions		(354,000)		(1,629,000)		(232,000)
Tax Act - federal rate change		—		(1,277,000)		—
Energy efficient building deduction		(919,000)		—		(912,000)
Current and deferred state income tax expense, net of federal benefit		815,000		287,000		481,000
Change in valuation allowances on deferred tax assets		—		15,000		(1,000)
Federal deferred tax adjustments		220,000		(441,000)		—
Adjustment for uncertain tax positions		61,000		363,000		—
Research and development tax credit		(313,000)		(188,000)		—
Adjustment to prior earn-out liability		(198,000)		—		—
Non-deductible transaction expenses		203,000		—		—
Other		(15,000)		(162,000)		(219,000)
	$	2,131,000	$	1,562,000	$	3,068,000

Schedule of the tax effects of temporary differences that give rise to significant portions of the net deferred tax assets and liabilities


	December 28,		December 29,
	2018		2017
Deferred tax assets:
Accounts receivable allowance	$	122,000	$	104,000
Other accrued liabilities		2,714,000		1,413,000
Federal and state net operating losses		20,569,000		191,000
Intangible assets		—		2,466,000
Stock compensation		2,167,000		—
Adjustments to fair value of assets		733,000		—
Other		173,000		1,126,000
		26,478,000		5,300,000
Valuation allowance		(86,000)		(87,000)
Net deferred tax assets	$	26,392,000	$	5,213,000
Deferred tax liabilities:
Deferred revenue	$	(5,702,000)	$	(6,935,000)
Fixed assets		(116,000)		(463,000)
Intangible assets		(8,041,000)		—
Other		(212,000)		(278,000)
		(14,071,000)		(7,676,000)
Net deferred tax liability	$	12,321,000	$	(2,463,000)

Schedule of uncertain tax positions


	Amount
Balance as of December 29, 2017	$	363,000
Additions based on tax positions related to the current year		—
Additions for tax positions of prior years		61,000
Reductions for tax positions related to the current year		—
Reduction for tax positions of prior years		—
Balance as of December 28, 2018	$	424,000

SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 28, 2018

SEGMENT INFORMATION

Schedule of financial information with respect to the reportable segments


			Engineering		Unallocated				Consolidated
	Energy		& Consulting		Corporate		Intersegment		Total
Fiscal Year 2018
Contract revenue	$	196,833,000	$	75,419,000	$	—	$	—	$	272,252,000
Depreciation and amortization		5,274,000		786,000		—		—		6,060,000
Interest expense		312,000		388,000		—		—		700,000
Segment profit (loss) before income tax expense		8,959,000		7,589,000		(4,387,000)		—		12,161,000
Income tax (benefit) expense		1,570,000		1,330,000		(769,000)		—		2,131,000
Net income (loss)		7,390,000		6,259,000		(3,619,000)		—		10,030,000
Segment assets(1)		252,124,000		20,402,000		52,440,000		(23,130,000)		301,836,000
Fiscal Year 2017
Contract revenue	$	199,609,000	$	73,743,000	$	—	$	—	$	273,352,000
Depreciation and amortization		3,145,000		804,000		—		—		3,949,000
Interest expense		(90,000)		(21,000)		—		—		(111,000)
Segment profit (loss) before income tax expense		5,589,000		9,054,000		(952,000)		—		13,691,000
Income tax (benefit) expense		638,000		1,033,000		(109,000)		—		1,562,000
Net income (loss)		4,951,000		8,021,000		(843,000)		—		12,129,000
Segment assets(1)		65,872,000		20,774,000		74,656,000		(23,130,000)		138,172,000
Fiscal Year 2016
Contract revenue	$	141,888,000	$	67,053,000	$	—	$	—	$	208,941,000
Depreciation and amortization		2,511,000		693,000		—		—		3,204,000
Interest expense		(163,000)		(16,000)		—		—		(179,000)
Segment profit before income tax expense		5,895,000		6,887,000		(1,415,000)		—		11,367,000
Income tax expense (benefit)		1,591,000		1,859,000		(382,000)		—		3,068,000
Net income		4,304,000		5,028,000		(1,033,000)		—		8,299,000
Segment assets(1)		63,140,000		20,100,000		48,237,000		(23,130,000)		108,347,000

(1)

Segment assets are presented net of intercompany receivables.

Schedule of assets included in Unallocated Corporate


	2018		2017
Assets:
Cash and cash equivalents	$	14,863,000	$	47,654,000
Accounts Receivable, net		(1,826,000)		(1,046,000)
Prepaid expenses		1,606,000		1,285,000
Intercompany receivables		135,507,000		131,667,000
Goodwill		2,000		2,000
Other receivables		201,000		1,687,000
Equipment and leasehold improvements, net		1,180,000		1,504,000
Investments in subsidiaries		23,130,000		23,130,000
Other		963,000		438,000
Deferred income taxes		12,321,000		—
	$	187,947,000	$	206,321,000

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)

12 Months Ended

Dec. 28, 2018

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Schedule of selected quarterly information


	Fiscal Three Months Ended
	March 30,		June 29,		September 28,		December 28,
	2018		2018		2018		2018
	(in thousands except per share amounts)
Contract revenue	$	54,595	$	59,833	$	71,386	$	86,438
Income from operations		1,974		4,205		4,913		1,679
Income tax (benefit) expense		(242)		869		1,597		(93)
Net income		2,203		3,315		3,311		1,201
Earnings per share:
Basic	$	0.25	$	0.38	$	0.37	$	0.11
Diluted	$	0.24	$	0.36	$	0.35	$	0.11
Weighted-average shares outstanding:
Basic		8,753		8,796		8,844		10,662
Diluted		9,185		9,288		9,343		11,217


	Fiscal Three Months Ended
	March 31,		June 30,		September 29,		December 29,
	2017		2017		2017		2017
	(in thousands except per share amounts)
Contract revenue	$	68,351	$	71,833	$	69,007	$	64,161
Income from operations		1,964		4,563		4,183		2,994
Income tax expense		(673)		1,220		1,292		(277)
Net income		2,641		3,312		2,886		3,290
Earnings per share:
Basic	$	0.32	$	0.38	$	0.33	$	0.38
Diluted	$	0.30	$	0.36	$	0.31	$	0.36
Weighted-average shares outstanding:
Basic		8,281		8,603		8,730		8,689
Diluted		8,854		9,136		9,248		9,231

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash (Details)	12 Months Ended
	Dec. 28, 2018 USD ($) subsidiary	Dec. 29, 2017 USD ($)
Cash
Cash and cash equivalents	$ 15,259,000	$ 14,424,000
Segment Information
Number of wholly owned subsidiaries \| subsidiary	6
Operating Bank Account
Cash
Cash and cash equivalents	$ 15,248,000	14,414,000
Cash on hand in business checking accounts
Cash
Cash and cash equivalents	$ 11,000	$ 10,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounting for Contracts (Details)	12 Months Ended
	Dec. 28, 2018 USD ($) segment	Dec. 29, 2017 USD ($)	Dec. 30, 2016 USD ($)
Accounting for Contracts
Number of reportable segments \| segment	2
Costs of contract revenue
Payroll taxes, bonuses and employee benefit costs for all Company personnel	$ 45,248,000	$ 36,534,000	$ 31,084,000
Facilities costs	5,600,000	4,624,000	$ 4,085,000
Revenue of the entity recorded in which it acts solely in the capacity of an agent	0
Costs recorded for costs to the entity in which it acts solely in the capacity of an agent	$ 0
Maximum
Costs of contract revenue
Percent of revenue (as a percent)	3.00%
Minimum
Costs of contract revenue
Percent of revenue (as a percent)	2.00%
Accounts receivable
Costs of contract revenue
Retained accounts receivable	$ 6,700,000	$ 8,600,000
Cost of Sales
Costs of contract revenue
Payroll taxes, bonuses and employee benefit costs for all Company personnel	0
Facilities costs	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives (Details)	12 Months Ended
	Dec. 28, 2018
Equipment \| Minimum
Equipment and Leasehold Improvements
Estimated useful life	2 years
Equipment \| Maximum
Equipment and Leasehold Improvements
Estimated useful life	5 years
Furniture and fixtures
Equipment and Leasehold Improvements
Estimated useful life	5 years
Computer hardware
Equipment and Leasehold Improvements
Estimated useful life	3 years
Computer software
Equipment and Leasehold Improvements
Estimated useful life	3 years
Automobiles and trucks
Equipment and Leasehold Improvements
Estimated useful life	3 years
Field equipment
Equipment and Leasehold Improvements
Estimated useful life	5 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details)	3 Months Ended								12 Months Ended
	Dec. 28, 2018 USD ($)	Sep. 28, 2018 USD ($)	Jun. 29, 2018 USD ($)	Mar. 30, 2018 USD ($)	Dec. 29, 2017 USD ($)	Sep. 29, 2017 USD ($)	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($)	Dec. 28, 2018 USD ($) segment	Dec. 29, 2017 USD ($)	Dec. 30, 2016 USD ($)
Disaggregation of Revenue [Line Items]
Number of Reportable Segments \| segment									2
Revenue	$ 86,438,000	$ 71,386,000	$ 59,833,000	$ 54,595,000	$ 64,161,000	$ 69,007,000	$ 71,833,000	$ 68,351,000	$ 272,252,000	$ 273,352,000	$ 208,941,000
Domestic
Disaggregation of Revenue [Line Items]
Revenue									272,252,000
Energy
Disaggregation of Revenue [Line Items]
Revenue									196,833,000
Energy \| Domestic
Disaggregation of Revenue [Line Items]
Revenue									196,833,000
Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue									75,419,000
Engineering and Consulting \| Domestic
Disaggregation of Revenue [Line Items]
Revenue									75,419,000
Commercial
Disaggregation of Revenue [Line Items]
Revenue									25,597,000
Commercial \| Energy
Disaggregation of Revenue [Line Items]
Revenue									20,715,000
Commercial \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue									4,882,000
Government
Disaggregation of Revenue [Line Items]
Revenue									132,988,000
Government \| Energy
Disaggregation of Revenue [Line Items]
Revenue									62,897,000
Government \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue									70,091,000
Utilities
Disaggregation of Revenue [Line Items]
Revenue									113,667,000
Utilities \| Energy
Disaggregation of Revenue [Line Items]
Revenue									113,221,000
Utilities \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue									446,000
Time-and-materials
Disaggregation of Revenue [Line Items]
Revenue									73,534,000
Time-and-materials \| Energy
Disaggregation of Revenue [Line Items]
Revenue									13,790,000
Time-and-materials \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue									59,744,000
Unit-based
Disaggregation of Revenue [Line Items]
Revenue									127,049,000
Unit-based \| Energy
Disaggregation of Revenue [Line Items]
Revenue									113,749,000
Unit-based \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue									13,300,000
Fixed price
Disaggregation of Revenue [Line Items]
Revenue									71,669,000
Fixed price \| Energy
Disaggregation of Revenue [Line Items]
Revenue									69,294,000
Fixed price \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue									$ 2,375,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Adoption of New ASUs (Detail) - USD ($)	12 Months Ended
	Dec. 28, 2018	Dec. 29, 2017	Dec. 30, 2016	Dec. 30, 2017
Assets
Accounts receivable, net of allowance for doubtful accounts	$ 61,346,000	$ 38,441,000		$ 29,881,000
Contract assets	51,851,000	24,732,000		34,060,000
Liabilities
Deferred income taxes, net		2,463,000		2,248,000
Equity
Retained earnings	30,171,000	19,588,000		20,141,000
Cash flows from operating activities:
Accounts receivable, net of allowance for doubtful accounts	3,177,000	(7,412,000)	$ 1,288,000
Contract assets	(11,539,000)	(5,744,000)	$ (4,057,000)
Total cash flows used in operating activities	(8,362,000)
Calculated Under Revenue Guidance In Effect Before Topic 606 \| ASC 606
Assets
Accounts receivable, net of allowance for doubtful accounts	68,240,000	38,441,000
Contract assets	44,981,000	24,732,000
Liabilities
Deferred income taxes, net	112,000	2,463,000
Equity
Retained earnings	29,889,000	$ 19,588,000
Cash flows from operating activities:
Accounts receivable, net of allowance for doubtful accounts	(3,717,000)
Contract assets	(4,645,000)
Total cash flows used in operating activities	(8,362,000)
Difference Between Revenue Guidance In Effect Before And After Topic 606 \| ASC 606
Assets
Accounts receivable, net of allowance for doubtful accounts	(6,894,000)			(8,560,000)
Contract assets	6,870,000			9,328,000
Liabilities
Deferred income taxes, net	(112,000)			(215,000)
Equity
Retained earnings	282,000			$ 553,000
Cash flows from operating activities:
Accounts receivable, net of allowance for doubtful accounts	6,894,000
Contract assets	$ (6,894,000)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Business Combination, Income Taxes and Recent Accounting Pronouncements (Details) - USD ($)			3 Months Ended	12 Months Ended
	Nov. 09, 2018	Jul. 28, 2017	Dec. 29, 2017	Dec. 28, 2018	Dec. 28, 2018	Dec. 31, 2017	Dec. 29, 2017	Dec. 30, 2016
Business Combinations
Total consideration	$ 120,000,000
Income Taxes
U.S. federal statutory rate (as a percent)				21.00%	21.00%	35.00%	35.00%	34.00%
Deferred tax expense			$ 1,300,000	$ 200,000
Valuation reserve related to California net operating losses			$ 87,000	86,000	$ 86,000		$ 87,000
ASU 2016-09
Income Taxes
Decrease to tax expense							300,000
Early adoption effect \| ASU 2016-09
Income Taxes
Decrease to tax expense							1,600,000
New Accounting Pronouncements
Decrease to tax expense				300,000			$ 1,600,000
Integral Analytics, Inc
Business Combinations
Total consideration		$ 23,813,000
Maximum \| Integral Analytics, Inc
Business Combinations
Total consideration		$ 30,000,000
Letters of Credit
New Accounting Pronouncements
Available borrowing				2,700,000	2,700,000
Delayed Draw Term Loan Facility
New Accounting Pronouncements
Available borrowing				27,300,000	27,300,000
Syndicate financial institutions \| Revolving Credit Facility Member Two
New Accounting Pronouncements
Maximum borrowing capacity				70,000,000	$ 70,000,000
The aggregate amount under the revolving line of credit				$ 30,000,000

BUSINESS COMBINATIONS (Details)								12 Months Ended
BUSINESS COMBINATIONS (Details)	Nov. 09, 2018 USD ($)	Oct. 01, 2018 USD ($)	Apr. 30, 2018 USD ($)	Jul. 28, 2017 USD ($) factor $ / shares shares	Jul. 01, 2016 USD ($)	Mar. 04, 2016 USD ($) shares	Feb. 26, 2016 USD ($) installment $ / shares	Dec. 28, 2018 USD ($) $ / shares	Dec. 29, 2017 USD ($) installment $ / shares	Dec. 30, 2016 USD ($)
BUSINESS COMBINATIONS
Business Combination, Consideration Transferred	$ 120,000,000
Proceeds from equity raise	50,000,000							$ 55,266,000
Payments to Acquire Businesses, Gross	56,400,000
Par value (in dollars per share) \| $ / shares								$ 0.01	$ 0.01
Purchase price	120,000,000
Cash paid at closing	$ 56,400,000
Cash paid								$ 124,344,000	$ 14,603,000	$ 8,857,000
Lime Energy
BUSINESS COMBINATIONS
Business Combination, Consideration Transferred		$ 122,439,000
Purchase price		122,439,000
Cash paid		$ 122,376,000
NAM \| Maximum
BUSINESS COMBINATIONS
Business Combination, Consideration Transferred			$ 4,000,000
Purchase price			$ 4,000,000
Genesys
BUSINESS COMBINATIONS
Business Combination, Consideration Transferred						$ 15,050,000	$ 15,100,000
Payments to Acquire Businesses, Gross					$ 2,900,000		$ 6,000,000
Consideration in Common Stock (in shares) \| shares						255,808
Par value (in dollars per share) \| $ / shares							$ 0.01
Common stock value							$ 2,200,000
Cash payable in installments							$ 4,600,000
Number of monthly installments \| installment							24		24
Purchase price						$ 15,050,000	$ 15,100,000
Cash paid at closing					$ 2,900,000		$ 6,000,000
Cash paid						$ 8,857,000
Integral Analytics, Inc
BUSINESS COMBINATIONS
Business Combination, Consideration Transferred				$ 23,813,000
Payments to Acquire Businesses, Gross				$ 15,000,000
Number of trading days				10 days
Purchase price				$ 23,813,000
Cash paid at closing				$ 15,000,000
Earn-out payments period				3 years
Cash paid				$ 15,000,000
Number of factors determining size of earn-out payments \| factor				2
Earn-out payments first factor				2.00%
Earn-out payments second factor				20.00%
Integral Analytics, Inc \| Common Stock
BUSINESS COMBINATIONS
Consideration in Common Stock (in shares) \| shares				90,611
Par value (in dollars per share) \| $ / shares				$ 0.01
Common stock value				$ 3,000,000
Integral Analytics, Inc \| Maximum
BUSINESS COMBINATIONS
Business Combination, Consideration Transferred				30,000,000
Purchase price				30,000,000
Earn-out payments				$ 12,000,000

BUSINESS COMBINATIONS (Acquisitions) (Details) - USD ($)						3 Months Ended								12 Months Ended
	Nov. 09, 2018	Oct. 01, 2018	Jul. 28, 2017	Mar. 04, 2016	Feb. 26, 2016	Dec. 28, 2018	Sep. 28, 2018	Jun. 29, 2018	Mar. 30, 2018	Dec. 29, 2017	Sep. 29, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 28, 2018	Dec. 29, 2017	Dec. 30, 2016	Jan. 01, 2016
BUSINESS COMBINATIONS
Percentage on costs incurred to provide administrative services														10.00%
Consideration for acquisitions
Cash paid														$ 124,344,000	$ 14,603,000	$ 8,857,000
Other working capital adjustment														63,000	113,000
Total consideration	$ 120,000,000
Allocation of acquired assets
Goodwill						$ 97,748,000				$ 38,184,000				97,748,000	38,184,000	21,947,000
Unaudited pro forma financial information
Pro forma revenue														401,703,000	400,217,000
Pro forma income from operations														13,415,000	7,230,000
Pro forma net income														$ 10,725,000	$ 4,618,000
Earnings per share:
Basic (in dollars per share)														$ 0.99	$ 0.44
Diluted (in dollars per share)														$ 0.95	$ 0.41
Weighted average shares outstanding:
Basic (in shares)														10,828,000	10,554,000
Diluted (in shares)														11,327,000	11,168,000
Revenue and Income from operations
Revenues						86,438,000	$ 71,386,000	$ 59,833,000	$ 54,595,000	64,161,000	$ 69,007,000	$ 71,833,000	$ 68,351,000	$ 272,252,000	$ 273,352,000	208,941,000
Income from operations						1,679,000	$ 4,913,000	$ 4,205,000	$ 1,974,000	$ 2,994,000	$ 4,183,000	$ 4,563,000	$ 1,964,000	12,771,000	13,704,000	11,544,000
Lime Energy
Consideration for acquisitions
Cash paid		$ 122,376,000
Other working capital adjustment		63,000
Total consideration		122,439,000
Allocation of acquired assets
Current assets		45,401,000
Non-current assets		13,847,000
Cash		1,090,000
Equipment and leasehold improvements, net		1,892,000
Liabilities		(33,603,000)
Goodwill		57,512,000
Net assets acquired		122,439,000
Revenue and Income from operations
Revenues														24,400,000
Income from operations														2,100,000
Lime Energy \| Other General And Administrative Expense [Member]
Revenue and Income from operations
Acquisition costs														1,500,000
Lime Energy \| Customer relationships
Allocation of acquired assets
Intangible assets		19,400,000
Genesys
Consideration for acquisitions
Tax deductible goodwill				$ 6,200,000
Cash paid				8,857,000
Issuance of common stock				2,228,000
Total consideration				15,050,000	$ 15,100,000
Other receivable for working capital adjustment				(604,000)
Issuance of notes payable				4,569,000
Deferred purchase price, payable in 24 monthly installments				4,569,000
Allocation of acquired assets
Current assets				14,952,000
Non-current assets				36,000
Cash				101,000
Equipment and leasehold improvements, net				117,000
Liabilities				(12,643,000)
Goodwill				6,167,000
Net assets acquired				15,050,000
Unaudited pro forma financial information
Pro forma revenue																222,914,000	$ 167,479
Pro forma income from operations																12,504,000	7,755,000
Pro forma net income																$ 8,907,000	$ 4,498,000
Earnings per share:
Basic (in dollars per share)																$ 1.08	$ 0.57
Diluted (in dollars per share)																$ 1.04	$ 0.55
Weighted average shares outstanding:
Basic (in shares)																8,219	7,834
Diluted (in shares)																8,565	8,113
Revenue and Income from operations
Acquisition costs														0
Genesys \| Other General And Administrative Expense [Member]
Revenue and Income from operations
Acquisition costs																$ 71,000,000,000	$ 200,000
Genesys \| Customer relationships
Allocation of acquired assets
Intangible assets				3,260,000
Genesys \| Backlog
Allocation of acquired assets
Intangible assets				1,050,000
Genesys \| Tradename
Allocation of acquired assets
Intangible assets				1,690,000
Genesys \| Non-compete agreements
Allocation of acquired assets
Intangible assets				$ 320,000
Integral Analytics, Inc
Consideration for acquisitions
Cash paid			$ 15,000,000
Other working capital adjustment			113,000
Issuance of common stock			3,100,000
Contingent consideration			5,600,000			3,500,000								3,500,000
Total consideration			23,813,000
Discount on contingent consideration						$ 500,000								500,000
Accretion of contingent consideration														700,000
Allocation of acquired assets
Current assets			626,000
Non-current assets			2,000
Cash			397,000
Equipment and leasehold improvements, net			5,000
Liabilities			(946,000)
Goodwill			15,959,000
Net assets acquired			23,813,000
Unaudited pro forma financial information
Pro forma revenue															275,622,000	227,504,000
Pro forma income from operations															11,991,000	10,107,000
Pro forma net income															$ 10,345,000	$ 7,627,000
Earnings per share:
Basic (in dollars per share)															$ 1.21	$ 0.92
Diluted (in dollars per share)															$ 1.13	$ 0.88
Weighted average shares outstanding:
Basic (in shares)															8,541	8,310
Diluted (in shares)															9,155	8,656
Revenue and Income from operations
Revenues														5,500,000
Income from operations														100,000
Integral Analytics, Inc \| Other General And Administrative Expense [Member]
Revenue and Income from operations
Acquisition costs														$ 0
Integral Analytics, Inc \| Maximum
Consideration for acquisitions
Total consideration			30,000,000
Integral Analytics, Inc \| Customer relationships
Allocation of acquired assets
Intangible assets			1,950,000
Integral Analytics, Inc \| Backlog
Allocation of acquired assets
Intangible assets		730,000
Integral Analytics, Inc \| Tradename
Allocation of acquired assets
Intangible assets		5,970,000	1,410,000
Integral Analytics, Inc \| Developed technology
Allocation of acquired assets
Intangible assets		$ 10,200,000	2,720,000
Integral Analytics, Inc \| In-process technology
Allocation of acquired assets
Intangible assets			$ 1,690,000

GOODWILL AND OTHER INTANGIBLE ASSETS - Carrying Value of Goodwill by Reporting Unit (Details) - USD ($)	12 Months Ended
	Dec. 28, 2018	Dec. 29, 2017
Changes in carrying value of goodwill
Goodwill at beginning of period	$ 38,184,000	$ 21,947,000
Additional Purchase Cost	59,466,000	16,379,000
Additions/Adjustments	98,000	(142,000)
Goodwill at end of period	97,748,000	38,184,000
Energy
Changes in carrying value of goodwill
Goodwill at beginning of period	37,435,000	21,198,000
Additional Purchase Cost	59,466,000	16,379,000
Additions/Adjustments	98,000	(142,000)
Goodwill at end of period	96,999,000	37,435,000
Engineering and Consulting
Changes in carrying value of goodwill
Goodwill at beginning of period	749,000	749,000
Goodwill at end of period	$ 749,000	$ 749,000

GOODWILL AND OTHER INTANGIBLE ASSETS - Gross Amount and Amortization (Details) - USD ($)	12 Months Ended
	Dec. 28, 2018	Dec. 29, 2017	Dec. 30, 2016
Goodwill and other intangible assets
Gross Amount	$ 54,064,000	$ 15,878,000
Accumulated Amortization	9,700,000	5,212,000
Amortization expense for acquired identifiable intangible assets	4,500,000	2,400,000	$ 1,900,000
Estimated amortization expense for acquired identifiable intangible assets
2019	7,577,000
2020	7,165,000
2021	6,473,000
2022	6,287,000
2023	5,642,000
Thereafter	11,220,000
Total estimated amortization expense	44,364,000
Goodwill impairment
Goodwill impairment	0	0	$ 0
Backlog
Goodwill and other intangible assets
Gross Amount	2,514,000	1,398,000
Accumulated Amortization	$ 2,155,000	989,000
Amortization Period (in years)	5 years
Tradename
Goodwill and other intangible assets
Gross Amount	$ 10,301,000	3,779,000
Accumulated Amortization	$ 3,118,000	2,050,000
Tradename \| Minimum
Goodwill and other intangible assets
Amortization Period (in years)	2 years 6 months
Tradename \| Maximum
Goodwill and other intangible assets
Amortization Period (in years)	6 years
Non-compete agreements
Goodwill and other intangible assets
Gross Amount	$ 1,420,000	1,331,000
Accumulated Amortization	$ 1,042,000	745,000
Amortization Period (in years)	4 years
Developed technology
Goodwill and other intangible assets
Gross Amount	$ 12,920,000	2,760,000
Accumulated Amortization	$ 944,000	144,000
Amortization Period (in years)	8 years
In-process research and technology
Goodwill and other intangible assets
Gross Amount	$ 1,690,000	1,650,000
Amortization Period (in years)	10 years
Customer relationships
Goodwill and other intangible assets
Gross Amount	$ 25,219,000	4,960,000
Accumulated Amortization	$ 2,441,000	$ 1,284,000
Customer relationships \| Minimum
Goodwill and other intangible assets
Amortization Period (in years)	5 years
Customer relationships \| Maximum
Goodwill and other intangible assets
Amortization Period (in years)	8 years

EARNINGS PER SHARE (EPS) (Details) - USD ($)	3 Months Ended								12 Months Ended
EARNINGS PER SHARE (EPS) (Details) - USD ($)	Dec. 28, 2018	Sep. 28, 2018	Jun. 29, 2018	Mar. 30, 2018	Dec. 29, 2017	Sep. 29, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 28, 2018	Dec. 29, 2017	Dec. 30, 2016
Earnings per share
Net income	$ 1,201,000	$ 3,311,000	$ 3,315,000	$ 2,203,000	$ 3,290,000	$ 2,886,000	$ 3,312,000	$ 2,641,000	$ 10,030,000	$ 12,129,000	$ 8,299,000
Weighted-average common shares outstanding (in shares)	10,662,000	8,844,000	8,796,000	8,753,000	8,689,000	8,730,000	8,603,000	8,281,000	9,264,000	8,541,000	8,219,000
Effect of dilutive stock options and restricted stock awards (in shares)									499,000	614,000	346,000
Weighted-average common shares outstanding-diluted (in shares)	11,217,000	9,343,000	9,288,000	9,185,000	9,231,000	9,248,000	9,136,000	8,854,000	9,763,000	9,155,000	8,565,000
Earnings per share:
Basic	$ 0.11	$ 0.37	$ 0.38	$ 0.25	$ 0.38	$ 0.33	$ 0.38	$ 0.32	$ 1.08	$ 1.42	$ 1.01
Diluted	$ 0.11	$ 0.35	$ 0.36	$ 0.24	$ 0.36	$ 0.31	$ 0.36	$ 0.30	$ 1.03	$ 1.32	$ 0.97
Stock options
Anti-dilutive securities excluded from the computation of earnings per share
Number of awards excluded from calculation of dilutive potential common shares (in shares)									247,800	114,600	322,200

ACCOUNTS RECEIVABLE (Details) - USD ($)	12 Months Ended
ACCOUNTS RECEIVABLE (Details) - USD ($)	Dec. 28, 2018	Dec. 29, 2017	Dec. 30, 2016	Dec. 28, 2018	Dec. 29, 2017
Accounts receivable
Other assets (2)				$ 1,626,000
Gross				115,265,000	$ 63,542,000
Allowance for doubtful accounts	$ 369,000	$ 785,000	$ 760,000	442,000	369,000
Net				114,823,000	63,173,000
Movements in the allowance for doubtful accounts
Balance as of the beginning of the year	369,000	785,000	760,000
(Recovery of) provision for doubtful accounts	470,000	(189,000)	216,000
Write-offs of uncollectible accounts	(397,000)	(227,000)	(191,000)
Balance as of the end of the year	$ 442,000	$ 369,000	$ 785,000
Accounts Receivable. \| Credit concentration risk \| Consolidated Edison of New York
Movements in the allowance for doubtful accounts
Customer concentration risk percentage	9.00%	15.00%
Accounts Receivable. \| Credit concentration risk \| Dormitory Authority-State of New York
Movements in the allowance for doubtful accounts
Customer concentration risk percentage	21.00%	20.00%
Contract Revenue \| Credit concentration risk \| Consolidated Edison of New York
Movements in the allowance for doubtful accounts
Customer concentration risk percentage	19.00%
Contract Revenue \| Credit concentration risk \| Dormitory Authority-State of New York
Movements in the allowance for doubtful accounts
Customer concentration risk percentage	8.00%
Billed
Accounts receivable
Gross				61,788,000	30,250,000
Unbilled (1)
Accounts receivable
Gross				45,158,000	24,732,000
Contract retentions
Accounts receivable
Gross				$ 6,693,000	$ 8,560,000

EQUIPMENT AND LEASEHOLD IMPROVEMENTS (Details) - USD ($)	Dec. 28, 2018	Dec. 29, 2017
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements, gross	$ 19,783,000	$ 15,682,000
Accumulated depreciation and amortization	(11,785,000)	(10,376,000)
Equipment and leasehold improvements, net	7,998,000	5,306,000
Furniture and fixtures
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements, gross	3,551,000	3,011,000
Computer hardware and software
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements, gross	10,874,000	8,355,000
Leasehold improvements
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements, gross	1,419,000	1,121,000
Equipment under capital leases
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements, gross	1,304,000	1,095,000
Accumulated depreciation and amortization	(374,000)	(380,000)
Automobiles, trucks, and field equipment
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements, gross	$ 2,635,000	$ 2,100,000

ACCRUED LIABILITIES (Details) - USD ($)	Dec. 28, 2018	Dec. 29, 2017
ACCRUED LIABILITIES
Accrued bonuses	$ 5,273,000	$ 2,687,000
Accrued interest	127,000	5,000
Paid leave bank	3,512,000	2,533,000
Compensation and payroll taxes	2,544,000	1,859,000
Accrued legal	153,000	103,000
Accrued workers' compensation insurance	273,000	305,000
Accrued rent	233,000	192,000
Employee withholdings	2,137,000	1,812,000
Client deposits	280,000	92,000
Accrued subcontractor costs	21,446,000	13,103,000
Other	1,423,000	602,000
Total accrued liabilities	$ 37,401,000	$ 23,293,000

EQUITY PLANS (Details)				1 Months Ended	3 Months Ended		12 Months Ended
EQUITY PLANS (Details)	Dec. 28, 2018 plan shares	Mar. 28, 2008 shares	Mar. 01, 2008 shares	Jun. 30, 2006 shares	Jan. 02, 2009 shares	Jun. 27, 2008 shares	Dec. 28, 2018 USD ($) shares	Dec. 29, 2017 USD ($) shares	Dec. 30, 2016 USD ($) shares	Jan. 01, 2016 shares	Dec. 28, 2012 shares	Dec. 31, 2010 shares	Jun. 30, 2008 shares	Mar. 31, 2008 shares
Equity plans
Number of share-based compensation plans \| plan	2
Compensation expense recognized for stock options and restricted stock awards issued (in dollars) \| $							$ 5,813,000	$ 2,426,000	$ 1,239,000
2006 Plan
Equity plans
Granted (in shares)							0
Number of shares of common stock reserved for issuance				300,000
2008 Plan
Equity plans
Number of shares of common stock reserved for issuance	53,000						53,000							450,000
Shares available for grant under 2008 Plan from 2006 Plan													70,333
Number of additional shares authorized								875,000	500,000		500,000	350,000
Stock options
Equity plans
Granted (in shares)							158,000	199,000	440,000
Options outstanding (in shares)	1,252,000						1,252,000	1,207,000	1,311,000	964,000
Stock options \| 2008 Plan
Equity plans
Maximum number of shares a participant may be granted in options to purchase during fiscal year							300,000
Incentive stock options \| 2008 Plan
Equity plans
Outstanding options granted, net of forfeitures, expirations and exercises (in shares)		535,000	535,000		535,000	535,000	535,000	535,000	535,000	535,000	535,000	535,000
Non-statutory/Nonqualified stock options \| 2006 Plan \| Maximum
Equity plans
Expiration period from date of grant				10 years
Non-statutory/Nonqualified stock options \| 2008 Plan
Equity plans
Outstanding options granted, net of forfeitures, expirations and exercises (in shares)	700,000		700,000
Non-statutory/Nonqualified stock options \| 2008 Plan \| Maximum
Equity plans
Expiration period from date of grant							10 years
Restricted stock \| 2008 Plan
Equity plans
Shares granted	64,000		64,000
Performance Shares \| 2008 Plan
Equity plans
Shares granted	280,000		280,000

EQUITY PLANS - Assumptions (Details)	12 Months Ended
EQUITY PLANS - Assumptions (Details)	Dec. 28, 2018	Dec. 29, 2017	Dec. 30, 2016
Stock options
Assumptions
Expected volatility, minimum (as a percent)	37.00%	38.00%	39.00%
Expected volatility, maximum (as a percent)	38.00%	41.00%	41.00%
Expected dividends (as a percent)	0.00%	0.00%	0.00%
Expected term (in years)	6 years	6 years
Risk-free rate, minimum (as a percent)	2.65%	1.86%	1.20%
Risk-free rate, maximum (as a percent)	2.78%	2.08%	1.84%
Stock options \| Maximum
Assumptions
Expected term (in years)			6 years
Restricted stock \| 2008 Plan
Assumptions
Vesting period (in years)	3 years
Performance Shares \| 2008 Plan
Assumptions
Vesting period (in years)	4 years
Growth percentage for threshold number of units vest	10.00%
Growth percentage for targeted number of units vest	20.00%
Performance Shares \| 2008 Plan \| EBITDA Units
Assumptions
Vesting period (in years)	4 years
Vesting percentage	50.00%
Performance Shares \| 2008 Plan \| EPS Units
Assumptions
Vesting period (in years)	4 years
Vesting percentage	50.00%

EQUITY PLANS - Option Activity (Details) - USD ($)	12 Months Ended
EQUITY PLANS - Option Activity (Details) - USD ($)	Dec. 28, 2018	Dec. 29, 2017	Dec. 30, 2016	Jan. 01, 2016
Fully-vested options
Stock price at the end of the year (in dollars per share)	$ 34.98
Stock options
Fully-vested options
Intrinsic value of the fully-vested options (in dollars)	$ 18,265,000
Options
Outstanding (in shares)	1,207,000	1,311,000	964,000
Granted (in shares)	158,000	199,000	440,000
Exercised (in shares)	(85,000)	(271,000)	(75,000)
Forfeited or expired (in shares)	(28,000)	(32,000)	(18,000)
Outstanding (in shares)	1,252,000	1,207,000	1,311,000	964,000
Vested and expected to vest (in shares)	1,252,000	1,207,000	1,311,000
Exercisable (in shares)	838,000	660,000	658,000
Weighted-Average Exercise Price
Outstanding (in dollars per share)	$ 14.04	$ 10.15	$ 7.22
Granted (in dollars per share)	31.54	30.28	15.28
Exercised (in dollars per share)	7.85	7.02	4.41
Forfeited or expired	5.07	15.65	9.81
Outstanding (in dollars per share)	16.87	14.04	10.15	$ 7.22
Vested (in dollars per share)	16.87	14.04	10.15
Exercisable (in dollars per share)	$ 12.20	$ 8.84	$ 6.21
Weighted-Average Remaining Contractual Term
Outstanding	6 years 7 months 13 days	7 years 7 days	6 years 8 months 9 days	6 years 15 days
Vested	6 years 7 months 13 days	7 years 7 days	6 years 8 months 9 days
Exercisable	5 years 6 months 29 days	5 years 6 months 29 days	4 years 2 months 16 days

EQUITY PLANS - Nonvested Option Activity (Details) - Stock options - $ / shares	12 Months Ended
	Dec. 28, 2018	Dec. 29, 2017	Dec. 30, 2016
Nonvested Options
Nonvested outstanding (in shares)	547,000	653,000	340,000
Granted (in shares)	158,000	199,000	440,000
Vested (in shares)	(263,000)	(273,000)	(109,000)
Forfeited (in shares)	(28,000)	(32,000)	(18,000)
Nonvested outstanding (in shares)	414,000	547,000	653,000
Nonvested Options, Weighted Average Grant-Date Fair Value
Nonvested (in dollars per share)	$ 6.43	$ 4.75	$ 3.77
Granted (in dollars per share)	12.73	12.23	6.15
Vested (in dollars per share)	7.29	6.68	7.82
Forfeited (in dollars per share)	5.07	15.65	9.81
Nonvested (in dollars per share)	$ 8.69	$ 6.43	$ 4.75

EQUITY PLANS - Restricted Stock Activity (Details) - USD ($)	12 Months Ended
	Dec. 28, 2018	Dec. 29, 2017	Dec. 30, 2016
Restricted Stock
Awarded (in shares)	280,000
Outstanding (in shares)	280,000
Weighted-Average Grant Date Fair Value
Awarded (in dollars per share)	$ 21.94
Outstanding (in dollars per share)	$ 22.28
Unrecognized compensation expense
Weighted-average period over which unrecognized expense is expected to be recognized	1 year 2 months 23 days
Stock options
Unrecognized compensation expense
Unrecognized compensation expense related to non-vested stock options (in dollars)	$ 3,598,000	$ 3,514,000	$ 3,101,000
Awards granted that were immediately vested (in shares)	0	0	0
Restricted stock
Unrecognized compensation expense
Unrecognized compensation expense related to non-vested stock other than options (in dollars)	$ 1,012,000	$ 1,162,000	$ 874,000
Restricted stock \| 2008 Plan
Restricted Stock
Outstanding (in shares)	87,000	99,000	38,000
Awarded (in shares)	22,000	28,000	82,000
Vested (in shares)	(45,000)	(40,000)	(21,000)
Outstanding (in shares)	64,000	87,000	99,000
Weighted-Average Grant Date Fair Value
Outstanding (in dollars per share)	$ 17.67	$ 11.37	$ 11.66
Awarded (in dollars per share)	28.17	31.53	10.89
Vested (in dollars per share)	16.09	33.02	9.89
Outstanding (in dollars per share)	$ 22.28	$ 17.67	$ 11.37
Performance Shares
Unrecognized compensation expense
Unrecognized compensation expense related to non-vested stock other than options (in dollars)	$ 12,254,000

EQUITY PLANS - Stock Purchase Plan (Details) - 2006 Employee Stock Purchase Plan - shares	12 Months Ended
	Dec. 28, 2018	Dec. 29, 2017	Jun. 08, 2017	Dec. 28, 2007
Employee Stock Purchase Plan
Number of shares of common stock reserved for issuance			1,125,000	300,000
Number of additional shares authorized		825,000
Purchase price per share as a percentage of fair market value	85.00%
Number of shares available for issuance	740,000
Minimum
Employee Stock Purchase Plan
Percentage of participant's earnings to be contributed under a share based compensation plan	(1.00%)
Maximum
Employee Stock Purchase Plan
Percentage of participant's earnings to be contributed under a share based compensation plan	(10.00%)

DEBT OBLIGATIONS - Obligations (Details) - USD ($)	12 Months Ended
DEBT OBLIGATIONS - Obligations (Details) - USD ($)	Dec. 28, 2018	Dec. 29, 2017
Debt Obligations
Total debt obligations	$ 71,711,000	$ 2,883,000
Notes payable, current	8,572,000	383,000
Debt obligations, less current portion	63,139,000	2,500,000
Company’s debt obligations excluding capital leases
2019	8,572,000
2020	7,071,000
2021	7,068,000
2022	7,000,000
Thereafter	$ 42,000,000
Genesys
Debt Obligations
Short-term Debt		$ 383,000
Interest rate (as a percent)	0.65%	0.65%
Monthly principal and interest installment (in dollars)	$ 191,667
Revolving line of credit
Debt Obligations
Total debt obligations		$ 2,500,000
Delayed Draw Term Loan Facility
Debt Obligations
Total debt obligations	70,000,000
Notes payable for insurance
Debt Obligations
Short-term Debt	$ 1,500,000
Maturity term	11 months
Interest rate (as a percent)	4.30%
Monthly principal and interest installment (in dollars)	$ 92,296
Notes payable for IBM
Debt Obligations
Notes payable, noncurrent	$ 211,000
Maturity term	36 months
Interest rate (as a percent)	4.656%
Monthly principal and interest installment (in dollars)	$ 6,315

DEBT OBLIGATIONS - Line of credit (Details) - USD ($)					12 Months Ended
DEBT OBLIGATIONS - Line of credit (Details) - USD ($)	Nov. 09, 2018	Oct. 01, 2018	Jan. 20, 2017	Mar. 04, 2016	Dec. 28, 2018	Dec. 29, 2017	Mar. 09, 2019	Mar. 08, 2019	Oct. 10, 2018	Sep. 30, 2018
Debt Instrument [Line Items]
Borrowings under delayed draw term loan facility					$ 70,000,000	$ 1,000,000
Stop loss amount					$ 100,000
Percent of stop loss					125.00%
Genesys
Debt Instrument [Line Items]
Interest rate (as a percent)					0.65%	0.65%
Genesys \| Braun
Debt Instrument [Line Items]
Deferred payments				$ 2,300,000
Genesys \| Mineo
Debt Instrument [Line Items]
Deferred payments				$ 2,300,000
Genesys \| Braun And Mineo [Member]
Debt Instrument [Line Items]
Number of monthly installments				24 months
Amount of each installment				$ 95,834
Interest rate on deferred payment (as a percent)				0.65%
Interest and principal payments					$ 4,600,000
Prior Credit Facility [Member] \| Maximum \| BMO
Debt Instrument [Line Items]
Fee on unused commitments (as a percent)			0.35%
Commitment fee (as a percent)			1.50%
Prior Credit Facility [Member] \| Minimum \| BMO
Debt Instrument [Line Items]
Fee on unused commitments (as a percent)			0.20%
Commitment fee (as a percent)			0.94%
Prior Credit Facility [Member] \| Federal Funds Effective Swap Rate \| Base rate \| BMO
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			0.50%
Prior Credit Facility [Member] \| Base rate \| LIBOR \| BMO
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			1.00%
Prior Credit Facility [Member] \| Base rate \| LIBOR \| Maximum \| BMO
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			2.00%
Prior Credit Facility [Member] \| Base rate \| LIBOR \| Minimum \| BMO
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			1.25%
Prior Credit Facility [Member] \| LIBOR \| Base rate \| Maximum \| BMO
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			1.00%
Prior Credit Facility [Member] \| LIBOR \| Base rate \| Minimum \| BMO
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			0.25%
Standby letter of credit sub-facility \| BMO
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 10,000,000
New Credit Facilities \| Maximum \| BMO
Debt Instrument [Line Items]
Fee on unused commitments (as a percent)		0.40%
Commitment fee (as a percent)		4.00%
New Credit Facilities \| Minimum \| BMO
Debt Instrument [Line Items]
Fee on unused commitments (as a percent)		0.20%
Commitment fee (as a percent)		0.94%
New Credit Facilities \| Federal Funds Effective Swap Rate \| Base rate \| BMO
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)		0.50%
New Credit Facilities \| Base rate \| LIBOR \| Maximum \| BMO
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)		4.00%
New Credit Facilities \| Base rate \| LIBOR \| Minimum \| BMO
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)		1.25%
New Credit Facilities \| LIBOR \| Base rate \| BMO
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)		1.00%
New Credit Facilities \| LIBOR \| Base rate \| Maximum \| BMO
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)		3.00%
New Credit Facilities \| LIBOR \| Base rate \| Minimum \| BMO
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)		0.25%
Revolving Credit Facility Member Two \| BMO
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 30,000,000
Revolving line of credit \| BMO
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 35,000,000							$ 35,000,000
Delayed Draw Term Loan Facility
Debt Instrument [Line Items]
Long-term Debt, Gross							$ 70,000,000
Delayed Draw Term Loan Facility \| BMO
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 90,000,000							$ 70,000,000
Borrowings under delayed draw term loan facility	$ 70,000,000
Annual amortization of debt (as a Percent)		10.00%
Letters of Credit
Debt Instrument [Line Items]
Amount outstanding								$ 2,700,000

COMMITMENTS - Leases (Details) - USD ($)	12 Months Ended
COMMITMENTS - Leases (Details) - USD ($)	Dec. 28, 2018	Dec. 29, 2017
Future minimum rental payments under capital leases
2019	$ 335,000
2020	204,000
2021	26,000
Total future minimum lease payments	565,000
Amount representing interest	$ (21,000)
Interest rate, minimum (as a percent)	3.25%
Interest rate, maximum (as a percent)	3.75%
Present value of net minimum lease payments under capital leases	$ 544,000
Less current portion	320,000	$ 289,000
Capital lease noncurrent	224,000	$ 160,000
Future minimum rental payments under non-cancelable operating leases
2019	4,442,000
2020	2,882,000
2021	2,036,000
2022	1,565,000
2023	668,000
2023	996,000
Total future minimum lease payments	$ 12,589,000

COMMITMENTS - Employee Benefit Plans (Details)	12 Months Ended
COMMITMENTS - Employee Benefit Plans (Details)	Dec. 28, 2018 USD ($) item	Dec. 29, 2017 USD ($)	Dec. 30, 2016 USD ($)
Employee Benefit Plans
Maximum employee contribution as a percentage of compensation under 401 (k) Plan	50.00%
Service period (in months)	3 months
Attained age (in years) \| item	21
Defined Contribution Plan, Employer Matching Contribution, Percent of Match	50.00%
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	6.00%
Employer matching contributions	$ 1,120,000	$ 1,021,000	$ 900,000
Bonus expense under discretionary bonus plan	5,094,000	3,535,000	$ 2,709,000
Bonus expense included in accrued liabilities as of the balance sheet date	4,089,000	2,687,000
Post-Employment Health Benefits
Unamortized compensation cost	0
Accrued Liabilities.
Post-Employment Health Benefits
Present value of expected payments for health insurance coverage	$ 122,000	$ 93,000

INCOME TAXES (Details) - USD ($)	3 Months Ended								12 Months Ended
INCOME TAXES (Details) - USD ($)	Dec. 28, 2018	Sep. 28, 2018	Jun. 29, 2018	Mar. 30, 2018	Dec. 29, 2017	Sep. 29, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 28, 2018	Dec. 29, 2017	Dec. 30, 2016
Provision for income taxes
Current federal taxes									$ 3,632,000	$ 635,000	$ 1,441,000
Current state taxes									1,389,000	306,000	402,000
Deferred federal taxes									(2,539,000)	431,000	900,000
Deferred state taxes									(351,000)	190,000	325,000
Total provision for income taxes	$ (93,000)	$ 1,597,000	$ 869,000	$ (242,000)	$ (277,000)	$ 1,292,000	$ 1,220,000	$ (673,000)	$ 2,131,000	$ 1,562,000	$ 3,068,000

INCOME TAXES - Sources (Details) - USD ($)	3 Months Ended								12 Months Ended
INCOME TAXES - Sources (Details) - USD ($)	Dec. 28, 2018	Sep. 28, 2018	Jun. 29, 2018	Mar. 30, 2018	Dec. 29, 2017	Sep. 29, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 28, 2018	Dec. 28, 2018	Dec. 31, 2017	Dec. 29, 2017	Dec. 30, 2016
INCOME TAXES
U.S. federal statutory rate (as a percent)									21.00%	21.00%	35.00%	35.00%	34.00%
One-time decrease in deferred tax assets					$ 1,300,000
Tax Act additional deferred tax expense									$ 200,000
Sources and tax effects of the differences
Computed "expected" federal income tax expense									2,554,000			$ 4,655,000	$ 3,865,000
Permanent differences									77,000			(61,000)	86,000
Stock options and disqualifying dispositions									(354,000)			(1,629,000)	(232,000)
Tax Act - federal rate change												(1,277,000)
Energy efficient building deduction									(919,000)				(912,000)
Current and deferred state income tax expense, net of federal benefit									815,000			287,000	481,000
Change in valuation allowances on deferred tax assets												15,000	(1,000)
Federal deferred tax adjustments									220,000			(441,000)
Adjustment for uncertain tax positions									61,000			363,000
Research and development tax credit									(313,000)			(188,000)
Adjustment to prior earn-out liability									198,000
Non-deductible transaction expenses									203,000
Other									(15,000)			(162,000)	(219,000)
Total provision for income taxes	$ (93,000)	$ 1,597,000	$ 869,000	$ (242,000)	$ (277,000)	$ 1,292,000	$ 1,220,000	$ (673,000)	$ 2,131,000			$ 1,562,000	$ 3,068,000

INCOME TAXES - Deferred Tax (Details) - USD ($)	Dec. 28, 2018	Dec. 29, 2017
Deferred tax assets:
Accounts receivable allowance	$ 122,000	$ 104,000
Other accrued liabilities	2,714,000	1,413,000
Federal and state net operating losses	20,569,000	191,000
Intangible assets		2,466,000
Stock compensation	2,167,000
Adjustments to fair value of assets	733,000
Other	173,000	1,126,000
Total deferred tax assets	26,478,000	5,300,000
Valuation allowance	(86,000)	(87,000)
Net deferred tax assets	26,392,000	5,213,000
Deferred tax liabilities:
Deferred revenue	(5,702,000)	(6,935,000)
Fixed assets	(116,000)	(463,000)
Intangible assets	(8,041,000)
Other	(212,000)	(278,000)
Deferred tax liabilities	(14,071,000)	(7,676,000)
Net deferred tax (liability)	$ 12,321,000	$ (2,463,000)

INCOME TAXES - Operating Loss Carryovers and Unrecognized Tax Benefits (Details) - USD ($)	12 Months Ended
	Dec. 28, 2018	Dec. 29, 2017
Income taxes
Valuation reserve related to California net operating losses	$ 86,000	$ 87,000
Reconciliation of unrecognized tax benefits
Balance as of December 29, 2017	363,000
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions	61,000
Balance as of December 28, 2018	424,000
Federal
Income taxes
Operating loss carryovers	83,700,000
State
Income taxes
Operating loss carryovers	$ 51,200,000

INCOME TAXES - Recent Accounting Pronouncements (Details) - USD ($)	12 Months Ended
	Dec. 29, 2017	Dec. 28, 2018
New Accounting Pronouncements
Unrecognized tax benefits	$ 363,000	$ 424,000
ASU 2016-09
New Accounting Pronouncements
Decrease to tax expense	300,000
ASU 2016-09 \| Early adoption effect
New Accounting Pronouncements
Decrease to tax expense	$ 1,600,000

INCOME TAXES - Uncertain tax benefits (Details)	12 Months Ended
INCOME TAXES - Uncertain tax benefits (Details)	Dec. 28, 2018 USD ($)
Reconciliation of unrecognized tax benefits
Balance as of December 29, 2017	$ 363,000
Additions for tax positions of prior years	61,000
Balance as of December 28, 2018	$ 424,000

SEGMENT INFORMATION (Details)	3 Months Ended								12 Months Ended
SEGMENT INFORMATION (Details)	Dec. 28, 2018 USD ($)	Sep. 28, 2018 USD ($)	Jun. 29, 2018 USD ($)	Mar. 30, 2018 USD ($)	Dec. 29, 2017 USD ($)	Sep. 29, 2017 USD ($)	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($)	Dec. 28, 2018 USD ($) segment	Dec. 29, 2017 USD ($)	Dec. 30, 2016 USD ($)
SEGMENT INFORMATION
Number of reporting segments \| segment									2
Segment reconciliation
Contract revenue	$ 86,438,000	$ 71,386,000	$ 59,833,000	$ 54,595,000	$ 64,161,000	$ 69,007,000	$ 71,833,000	$ 68,351,000	$ 272,252,000	$ 273,352,000	$ 208,941,000
Depreciation and amortization									6,060,000	3,949,000	3,204,000
Interest expense									700,000	(111,000)	(179,000)
Segment profit (loss) before income tax expense									12,161,000	13,691,000	11,367,000
Income tax expense	(93,000)	1,597,000	869,000	(242,000)	(277,000)	1,292,000	1,220,000	(673,000)	2,131,000	1,562,000	3,068,000
Net income (loss)	1,201,000	$ 3,311,000	$ 3,315,000	$ 2,203,000	3,290,000	$ 2,886,000	$ 3,312,000	$ 2,641,000	10,030,000	12,129,000	8,299,000
Segment assets(1)	301,836,000				138,172,000				301,836,000	138,172,000	108,347,000
Energy
Segment reconciliation
Contract revenue									196,833,000
Engineering and Consulting
Segment reconciliation
Contract revenue									75,419,000
Reporting Segments \| Energy
Segment reconciliation
Contract revenue									196,833,000	199,609,000	141,888,000
Depreciation and amortization									5,274,000	3,145,000	2,511,000
Interest expense									312,000	(90,000)	(163,000)
Segment profit (loss) before income tax expense									8,959,000	5,589,000	5,895,000
Income tax expense									1,570,000	638,000	1,591,000
Net income (loss)									7,390,000	4,951,000	4,304,000
Segment assets(1)	252,124,000				65,872,000				252,124,000	65,872,000	63,140,000
Reporting Segments \| Engineering and Consulting
Segment reconciliation
Contract revenue									75,419,000	73,743,000	67,053,000
Depreciation and amortization									786,000	804,000	693,000
Interest expense									388,000	(21,000)	(16,000)
Segment profit (loss) before income tax expense									7,589,000	9,054,000	6,887,000
Income tax expense									1,330,000	1,033,000	1,859,000
Net income (loss)									6,259,000	8,021,000	5,028,000
Segment assets(1)	20,402,000				20,774,000				20,402,000	20,774,000	20,100,000
Unallocated Corporate
Segment reconciliation
Segment profit (loss) before income tax expense									(4,387,000)	(952,000)	(1,415,000)
Income tax expense									(769,000)	(109,000)	(382,000)
Net income (loss)									(3,619,000)	(843,000)	(1,033,000)
Segment assets(1)	52,440,000				74,656,000				52,440,000	74,656,000	48,237,000
Intersegment
Segment reconciliation
Segment assets(1)	$ (23,130,000)				$ (23,130,000)				$ (23,130,000)	$ (23,130,000)	$ (23,130,000)

SEGMENT INFORMATION - Unallocated Corporate Assets (Details) - USD ($)	Dec. 28, 2018	Dec. 30, 2017	Dec. 29, 2017	Dec. 30, 2016
Assets:
Cash and cash equivalents	$ 15,259,000		$ 14,424,000
Accounts receivable, net of allowance for doubtful accounts	61,346,000	$ 29,881,000	38,441,000
Prepaid expenses	5,745,000		3,760,000
Goodwill	97,748,000		38,184,000	$ 21,947,000
Other receivables	1,893,000		1,833,000
Equipment and leasehold improvements, net	7,998,000		5,306,000
Other	3,311,000		826,000
Deferred income taxes	12,321,000
Unallocated Corporate
Assets:
Cash and cash equivalents	14,863,000		47,654,000
Accounts receivable, net of allowance for doubtful accounts	(1,826,000)		(1,046,000)
Prepaid expenses	1,606,000		1,285,000
Intercompany receivables	135,507,000		131,667,000
Goodwill	2,000		2,000
Other receivables	201,000		1,687,000
Equipment and leasehold improvements, net	1,180,000		1,504,000
Investments in subsidiaries	23,130,000		23,130,000
Other	963,000		438,000
Deferred income taxes	12,321,000
Total assets	$ 187,947,000		$ 206,321,000

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($)	3 Months Ended								12 Months Ended
	Dec. 28, 2018	Sep. 28, 2018	Jun. 29, 2018	Mar. 30, 2018	Dec. 29, 2017	Sep. 29, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 28, 2018	Dec. 29, 2017	Dec. 30, 2016
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Contract revenue	$ 86,438,000	$ 71,386,000	$ 59,833,000	$ 54,595,000	$ 64,161,000	$ 69,007,000	$ 71,833,000	$ 68,351,000	$ 272,252,000	$ 273,352,000	$ 208,941,000
Income from operations	1,679,000	4,913,000	4,205,000	1,974,000	2,994,000	4,183,000	4,563,000	1,964,000	12,771,000	13,704,000	11,544,000
Income tax expense	(93,000)	1,597,000	869,000	(242,000)	(277,000)	1,292,000	1,220,000	(673,000)	2,131,000	1,562,000	3,068,000
Net income	$ 1,201,000	$ 3,311,000	$ 3,315,000	$ 2,203,000	$ 3,290,000	$ 2,886,000	$ 3,312,000	$ 2,641,000	$ 10,030,000	$ 12,129,000	$ 8,299,000
Earnings per share:
Basic	$ 0.11	$ 0.37	$ 0.38	$ 0.25	$ 0.38	$ 0.33	$ 0.38	$ 0.32	$ 1.08	$ 1.42	$ 1.01
Diluted	$ 0.11	$ 0.35	$ 0.36	$ 0.24	$ 0.36	$ 0.31	$ 0.36	$ 0.30	$ 1.03	$ 1.32	$ 0.97
Weighted-average shares outstanding:
Basic	10,662,000	8,844,000	8,796,000	8,753,000	8,689,000	8,730,000	8,603,000	8,281,000	9,264,000	8,541,000	8,219,000
Diluted	11,217,000	9,343,000	9,288,000	9,185,000	9,231,000	9,248,000	9,136,000	8,854,000	9,763,000	9,155,000	8,565,000

SUBSEQUENT EVENTS (Details) - Subsequent Event - Interest swap agreement - Delayed Draw Term Loan Facility $ in Millions	Jan. 31, 2019 USD ($)
Subsequent Event [Line Items]
Notional amount	$ 35
Fixed rate (in percent)	2.47%
Percent of annual amortization	10.00%

ORGANIZATION AND OPERATIONS OF THE COMPANY (Details)	Dec. 28, 2018 state
Organizations na operations of the Company
Number of states in which the business operates	20

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fiscal Years (Details) - item	3 Months Ended	12 Months Ended
	Dec. 28, 2018	Dec. 28, 2018	Dec. 29, 2017	Dec. 30, 2016
Summary of Significant Accounting Policies [Line Items]
Number of VIE		1
Length of fiscal period		364 days	364 days	364 days
Minimum
Summary of Significant Accounting Policies [Line Items]
Length of fiscal period	91 days	364 days
Maximum
Summary of Significant Accounting Policies [Line Items]
Length of fiscal period	98 days	371 days

COMMITMENTS - LEASE ABANDONMENT (Details) - USD ($)	12 Months Ended
COMMITMENTS - LEASE ABANDONMENT (Details) - USD ($)	Dec. 28, 2018	Dec. 29, 2017	Dec. 30, 2016
Operating leases rental income or expense
Rent expense and related charges for common area maintenance for all facility operating leases	$ 4,486,000	$ 3,624,000	$ 3,215,000