0001558370-21-006322 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Apr. 02, 2021	May 05, 2021
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Apr. 02, 2021
Entity File Number	001-33076
Entity Registrant Name	WILLDAN GROUP, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	14-1951112
Entity Address, Address Line One	2401 East Katella Avenue
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Anaheim
Entity Address, Postal Zip Code	92806
Entity Address, State or Province	CA
City Area Code	800
Local Phone Number	424-9144
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	WLDN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		12,516,994
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Entity Central Index Key	0001370450
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Apr. 02, 2021	Jan. 01, 2021
Current assets:
Cash and cash equivalents	$ 25,374	$ 28,405
Accounts receivable, net of allowance for doubtful accounts of $1,957 and $2,127 at April 2, 2021 and January 1, 2021, respectively	42,414	60,403
Contract assets	66,973	62,426
Other receivables	5,390	6,405
Prepaid expenses and other current assets	4,649	5,564
Total current assets	144,800	163,203
Equipment and leasehold improvements, net	12,777	12,506
Goodwill	130,124	130,124
Right-of-use assets	18,569	20,130
Other intangible assets, net	61,370	64,256
Other assets	2,041	5,993
Deferred income taxes, net	15,169	14,111
Total assets	384,850	410,323
Current liabilities:
Accounts payable	26,250	41,372
Accrued liabilities	37,872	41,754
Contingent consideration payable	9,843	12,321
Contract liabilities	8,714	7,434
Notes payable	14,488	14,996
Finance lease obligations	266	248
Lease liability	5,584	5,844
Total current liabilities	103,017	123,969
Contingent consideration payable	505	2,999
Notes payable	94,987	98,178
Finance lease obligations, less current portion	345	236
Lease liability, less current portion	14,285	15,649
Other noncurrent liabilities	80	128
Total liabilities	213,219	241,159
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, 10,000 shares authorized, no shares issued and outstanding
Common stock, $0.01 par value, 40,000 shares authorized; 12,508 and 12,160 shares issued and outstanding at April 2, 2021 and January 1, 2021, respectively	125	122
Additional paid-in capital	155,116	149,014
Accumulated other comprehensive loss	(360)	(488)
Retained earnings	16,750	20,516
Total stockholders' equity	171,631	169,164
Total liabilities and stockholders' equity	$ 384,850	$ 410,323

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Apr. 02, 2021	Jan. 01, 2021
CONDENSED CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 1,957	$ 2,127
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000	10,000
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	40,000
Common stock, shares issued	12,508	12,160
Common stock, shares outstanding	12,508	12,160

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 02, 2021	Apr. 03, 2020
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Contract revenue	$ 79,086	$ 106,026
Direct costs of contract revenue (inclusive of directly related depreciation and amortization):
Salaries and wages	15,820	18,915
Subcontractor services and other direct costs	31,134	56,420
Total direct costs of contract revenue	46,954	75,335
General and administrative expenses:
Salaries and wages, payroll taxes and employee benefits	19,444	20,412
Facilities and facility related	2,643	2,694
Stock-based compensation	4,206	4,595
Depreciation and amortization	4,187	4,519
Other	5,841	6,740
Total general and administrative expenses	36,321	38,960
Income (loss) from operations	(4,189)	(8,269)
Other income (expense):
Interest expense, net	(1,064)	(1,513)
Other, net	29	23
Total other expense, net	(1,035)	(1,490)
Income (loss) before income taxes	(5,224)	(9,759)
Income tax (benefit) expense	(1,458)	(1,605)
Net income (loss)	(3,766)	(8,154)
Other comprehensive income (loss):
Unrealized gain (loss) on derivative contracts, net of tax	128	(449)
Comprehensive income (loss)	$ (3,638)	$ (8,603)
Earnings (loss) per share:
Basic	$ (0.31)	$ (0.71)
Diluted	$ (0.31)	$ (0.71)
Weighted-average shares outstanding:
Basic	12,147	11,510
Diluted	12,147	11,510

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss.	Retained Earnings	Total
Balances at Dec. 27, 2019	$ 115	$ 132,547	$ (396)	$ 35,012	$ 167,278
Balances (in shares) at Dec. 27, 2019	11,497
Increase (Decrease) in Stockholders' Equity
Shares of common stock issued in connection with employee stock purchase plan		1,073			1,073
Shares of common stock issued in connection with employee stock purchase plan (in shares)	40
Shares of common stock issued in connection with incentive stock plan		260			260
Shares of common stock issued in connection with incentive stock plan (in shares)	19
Shares used to pay taxes on stock grants	$ (1)	(2,866)			(2,867)
Shares used to pay taxes on stock grants (in shares)	(92)
Issuance of restricted stock award and units	$ 2	(1)			1
Issuance of restricted stock award and units (in shares)	176
Stock-based compensation expense		4,595			4,595
Net income (loss)				(8,154)	(8,154)
Unrealized gain (loss) on derivative contracts, net of tax			(449)		(449)
Balances at Apr. 03, 2020	$ 116	135,608	(845)	26,858	161,737
Balances (in shares) at Apr. 03, 2020	11,640
Increase (Decrease) in Stockholders' Equity
Retained Earnings (Accumulated Deficit)					20,516
Balances at Jan. 01, 2021	$ 122	149,014	(488)	20,516	$ 169,164
Balances (in shares) at Jan. 01, 2021	12,160				12,160
Increase (Decrease) in Stockholders' Equity
Shares of common stock issued in connection with employee stock purchase plan	$ 1	1,384			$ 1,385
Shares of common stock issued in connection with employee stock purchase plan (in shares)	66
Shares of common stock issued in connection with incentive stock plan		527			527
Shares of common stock issued in connection with incentive stock plan (in shares)	27
Shares used to pay taxes on stock grants		(12)			(12)
Issuance of restricted stock award and units	$ 2	(3)			(1)
Issuance of restricted stock award and units (in shares)	255
Stock-based compensation expense		4,206			4,206
Net income (loss)				(3,766)	(3,766)
Unrealized gain (loss) on derivative contracts, net of tax			128		128
Balances at Apr. 02, 2021	$ 125	$ 155,116	$ (360)	$ 16,750	$ 171,631
Balances (in shares) at Apr. 02, 2021	12,508				12,508
Increase (Decrease) in Stockholders' Equity
Retained Earnings (Accumulated Deficit)					$ 16,750

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2021	Apr. 03, 2020
Cash flows from operating activities:
Net income (loss)	$ (3,766)	$ (8,154)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	4,187	4,519
Deferred income taxes, net	(1,058)	(2,136)
(Gain) loss on sale/disposal of equipment	1	(16)
Provision for doubtful accounts	170	366
Stock-based compensation	4,206	4,595
Accretion and fair value adjustments of contingent consideration	398	334
Changes in operating assets and liabilities, net of effects from business acquisitions:
Accounts receivable	17,819	(4,451)
Contract assets	(4,547)	36,798
Other receivables	1,015	(253)
Prepaid expenses and other current assets	974	704
Other assets	3,952	607
Accounts payable	(15,122)	9,938
Accrued liabilities	(3,801)	(28,001)
Contract liabilities	1,280	1,602
Right-of-use assets	(63)	3
Net cash provided by operating activities	5,645	16,455
Cash flows from investing activities:
Purchase of equipment and leasehold improvements	(1,327)	(2,156)
Proceeds from sale of equipment	8	17
Net cash used in investing activities	(1,319)	(2,139)
Cash flows from financing activities:
Payments on contingent consideration	(5,371)	(1,434)
Payments on notes payable	(508)	(151)
Borrowings under term loan facility and line of credit		9,000
Repayments under term loan facility and line of credit	(3,250)	(13,250)
Principal payments on finance leases	(127)	(96)
Proceeds from stock option exercise	527	260
Proceeds from sales of common stock under employee stock purchase plan	1,385	1,073
Shares used to pay taxes on stock grants	(12)	(2,867)
Restricted Stock Award and Units	(1)	1
Net cash (used in) provided by financing activities	(7,357)	(7,464)
Net increase (decrease) in cash and cash equivalents	(3,031)	6,852
Cash and cash equivalents at beginning of period	28,405	5,452
Cash and cash equivalents at end of period	25,374	12,304
Cash paid during the period for:
Interest	954	1,735
Income taxes	(320)	529
Supplemental disclosures of noncash investing and financing activities:
(Gain) loss on cash flow hedge valuations, net of tax	128	(449)
Equipment acquired under finance leases	$ 254	$ 193

ORGANIZATION AND OPERATIONS OF THE COMPANY

3 Months Ended

Apr. 02, 2021

ORGANIZATION AND OPERATIONS OF THE COMPANY

ORGANIZATION AND OPERATIONS OF THE COMPANY

1. ORGANIZATION AND OPERATIONS OF THE COMPANY

Willdan Group, Inc. (“Willdan” or the “Company”) is a provider of professional, technical and consulting services to utilities, private industry, and public agencies at all levels of government. As resources and infrastructures undergo continuous change, the Company helps organizations and their communities evolve and thrive by providing a wide range of technical services for energy solutions and government infrastructure. Through engineering, program management, policy advisory, and software and data management, the Company designs and delivers trusted, comprehensive, innovative, and proven solutions to improve efficiency, resiliency, and sustainability in energy and infrastructure.

The Company’s broad portfolio of services operates within two financial reporting segments: (1) Energy and (2) Engineering and Consulting. The interfaces and synergies between these segments are important elements of the Company’s strategy to design and deliver trusted, comprehensive, innovative, and proven solutions for its customers.

The accounting policies followed by the Company are set forth in Part II, Item 8, Note 1, Organization and Operations of the Company, of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2021. In the opinion of management, all adjustments necessary to fairly state the Condensed Consolidated Financial Statements have been made. All such adjustments are of a normal, recurring nature. Certain information and footnote disclosures normally included in the Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These Condensed Consolidated Financial Statements and related notes thereto should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2021. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year.

Fiscal Years

The Company operates and reports its annual financial results based on 52 or 53-week periods ending on the Friday closest to December 31. The Company operates and reports its quarterly financial results based on the 13-week period ending on the Friday closest to June 30, September 30, and December 31 and the 13 or 14-week period ending on the Friday closest to March 31, as applicable. Fiscal year 2021, which ends on December 31, 2021, will be comprised of 52 weeks, with all quarters consisting of 13 weeks each. Fiscal year 2020, which ended on January 1, 2021 was comprised of 53 weeks, with the first quarter consisting of 14 weeks and the remaining quarters consisting of 13 weeks each. All references to years in the notes to consolidated financial statements represent fiscal years.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP 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.

Management’s Plans in Response to Covid-19

The coronavirus (“Covid-19”) pandemic has resulted in governmental authorities around the world implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place or total lock-down orders and business limitations and shutdowns (subject to exceptions for certain essential operations and businesses). The Covid-19 outbreak and restrictions intended to slow the spread of Covid-19 have caused economic and social disruption on an unprecedented scale. The full extent to which Covid-19 impacts the Company’s operations will depend on future developments, which are highly uncertain, including, among others, the duration of the

pandemic, resurgences of Covid-19 and variants, the availability, effectiveness and public acceptance of FDA-approved Covid-19 vaccines, and the actions taken, especially those by governmental authorities, to contain its spread or treat its impact.

Health and Safety

In response to the Covid-19 pandemic, the Company has taken and will continue to take temporary precautionary measures intended to help minimize the risk of Covid-19 to its employees, including requiring the majority of its employees to work remotely, suspending non-essential travel and restricting in-person work-related meetings. The Company expects to continue to implement these measures until it has determined that the Covid-19 pandemic is adequately contained for purposes of its business, and may take further actions as government authorities require or recommend or as it determines to be in the best interests of its employees, customers, business partners and third-party service providers.

Financial Position and Results of Operations

The Covid-19 pandemic and efforts to limit its spread negatively impacted the Company’s operations during its fiscal year 2020 and continued to impact the Company, albeit to a lesser extent, during the first quarter of fiscal year 2021. In California and New York, the states in which the Company has historically derived a majority of its revenue, mandatory shutdown orders were issued in March 2020. In New York, phased re-openings began in June 2020, and all of the Company’s New York utility programs have restarted. In California, phased re-openings began in May 2020, followed by periods of curtailments as a result of resurgences of Covid-19 cases, and subsequent re-openings. As a result, the most significant pandemic related impacts to the Company’s business are now occurring in California to its direct install business as re-openings are still in progress. In addition, as of May 5, 2021, though some of the Company work has been suspended, none of its contracts have been cancelled.

In the Energy segment, the Company has experienced a negative impact on its direct install programs that serve small businesses as a result of restrictions put in place by governmental authorities that required temporary shutdowns of all “non-essential” businesses which resulted in a significant portion of the Company’s direct install work on these programs being suspended for varying periods of time during fiscal year 2020 and continuing in California through the Company’s first fiscal quarter of 2021. During non-Covid-19 impacted years, such as fiscal year 2019, the Company derived approximately 40% of its gross revenue from its direct install programs that serve small businesses and 60% from the Company’s other programs. The Company’s other programs are either businesses that have been determined to be “essential” by government authorities or have continued to progress during the pandemic.

In the Engineering and Consulting segment, the Company’s revenues have been less affected by Covid-19 than the revenues in the Energy Segment. The services in this segment have generally been deemed “essential” by the government and have continued to operate while abiding social distancing measures.

In response to the Covid-19 pandemic and efforts to prevent its spread, the Company began taking a number of steps during the first quarter of fiscal 2020 aimed at preserving liquidity and positioning itself to resume its growth trajectory after work restrictions are lifted. For more information, see Part II. Item 8. Note 1. “Organization and Operation of the Company” of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended January 1, 2021.

In addition to these actions, subsequent to the end of the Company’s first fiscal quarter of 2021, the Company amended its credit facility for increased covenant flexibility as a result of additional working capital requirements related to $781 million in new California Investor Owned Utility contracts signed in December 2020.

The Company believes that its financial position is sufficiently flexible to enable it to maneuver in the current economic environment.

Asset and liability valuation and other estimates used in preparation of financial statements

As of April 2, 2021, the Company did not have any impairment with respect to goodwill or long-lived assets, including intangible assets. Because the full extent of the impact of the Covid-19 outbreak and efforts to slow its spread are unknown at this time, they could, under certain circumstances, cause impairment and result in a non-cash impairment charge being recorded in future periods.

Changes to the estimated future profitability of the business may require that the Company establish an additional valuation allowance against all or some portion of its net deferred tax assets.

Impact on Clients and Subcontractors and Other Risks

The Company primarily works for utilities, municipalities and other public agencies. Some of these customers could experience significant budget shortfalls for the current year and beyond as a result of the measures taken to mitigate the Covid-19 pandemic and/or revenue shortfalls as a result of reduced economic activity. Although none of the Company’s contracts with governmental or public agencies were materially modified during its fiscal year 2020 or during its first fiscal quarter of 2021, these potential budget deficits could result in delayed funding for existing contracts with the Company, postponements of new contracts or price concessions. Further, most of the Company’s clients are not committed to purchase any minimum amount of services, as the Company agreements with them are based on a “purchase order” model. As a result, they may discontinue utilizing some or all of the Company’s services with little or no notice.

In addition, the Company relies on subcontractors and material suppliers to complete a substantial portion of our work, especially in its Energy segment. If the Company’s significant subcontractors and material suppliers suffer significant economic harm and must limit or cease operations or file for bankruptcy as a result of the current economic slowdown, the Company’s subcontractors and material suppliers may not be able to fulfill their contractual obligations satisfactorily and the Company may not have the ability to select its subcontractors and material suppliers of choice for new contracts. If the Company’s subcontractors and material suppliers are not able to fulfill their contractual obligations, it could result in a significant increase in costs for the Company to complete the projects or cause significant delays to the realization of revenues under those projects. The ultimate impact of Covid-19 on the Company’s financial condition and results of operations will depend on all of the factors noted above, including other factors that the Company may not be able to forecast at this time. See the risk factor “The Covid-19 pandemic and health and safety measures intended to slow its spread have adversely affected, and may continue to adversely affect, our business, results of operations and financial condition.” under Part I. Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended January 1, 2021. While Covid-19 has had, and the Company expects it to continue to have, an adverse effect on its business, financial condition and results of operations, the Company is unable to predict the extent or duration of these impacts at this time.

RECENT ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Apr. 02, 2021

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

2. RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Pronouncements Recently Adopted

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). ASU 2019-12 amends the accounting for income taxes by, among other things, removing: (i) The exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income); (ii) The exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; (iii) The exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and (iv) The exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The Company adopted this standard effective January 2, 2021. The adoption of this standard did not have a material impact to the Company’s Condensed Consolidated Financial Statements.

Accounting Pronouncements Recently Issued

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 provides, among other things, guidance that modifications of contracts within the scope of Topic 470, Debt, should be accounted for by prospectively adjusting the effective interest rate; modifications of contracts within the scope of Topic 840, Leases, should be accounted for as a continuation of the existing contract; and, changes in the critical terms of hedging relationships, caused by reference rate reform, should not result in the de-designation of the instrument, provided certain criteria are met. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848) - Scope” (“ASU 2021-01”). ASU 2021-01 clarifies the scope and application of ASU 2020-04 and permits entities, among other things, to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows. The Company’s exposure to LIBOR rates includes its credit facilities and swap agreement. The amendments are effective as of March 12, 2020 through December 31, 2022. Adoption is permitted at any time. The Company is currently evaluating the impact this update will have on its Condensed Consolidated Financial Statements.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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+ Details

REVENUES

3 Months Ended

Apr. 02, 2021

REVENUES

REVENUES

3. REVENUES

The Company enters into contracts with its clients that contain various types of pricing provisions, including fixed price, time-and-materials, and unit-based provisions. The Company recognizes revenues in accordance with ASU 2014-09, Revenue from Contracts with Customer, codified as ASC Topic 606 and the related amendments (collectively “ASC 606”). As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation.

The following table reflects the Company’s two reportable segments and the types of contracts that each most commonly enters into for revenue generating activities.


Segment	Contract Type	Revenue Recognition Method
	Time-and-materials	Time-and-materials
Energy	Unit-based	Unit-based
	Software license	Unit-based
	Fixed price	Percentage-of-completion
	Time-and-materials	Time-and-materials
Engineering and Consulting	Unit-based	Unit-based
	Fixed price	Percentage-of-completion

Revenue on the vast majority of the Company’s contracts is recognized over time because of the continuous transfer of control to the customer. Revenue on fixed price contracts is recognized on the percentage-of-completion method based generally on the ratio of direct costs incurred-to-date to estimated total direct costs at completion. The Company uses the percentage-of-completion method to better match the level of work performed at a certain point in time in relation to the effort that will be required to complete a project. In addition, the percentage-of-completion method is a common method of revenue recognition in the Company’s industry.

Many of the Company’s fixed price contracts involve a high degree of subcontracted fixed price effort and 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.

Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or pre-agreed schedules. Billings do not necessarily correlate with revenue recognized using the percentage-of-completion method of revenue recognition.

Direct costs of contract revenue consist primarily of that portion of technical and nontechnical salaries and wages that has been incurred in connection with revenue producing projects. Direct costs of contract revenue also include production expenses, subcontractor services and other expenses that are incurred in connection with revenue producing projects.

Direct costs of contract revenue exclude that portion of technical and nontechnical salaries and wages related to marketing efforts, vacations, holidays and other time not spent directly generating revenue under existing contracts. Such costs are included in general and administrative expenses. Additionally, payroll taxes, bonuses and employee benefit costs for all Company personnel are included in general and administrative expenses in the accompanying consolidated statements of comprehensive income since no allocation of these costs is made to direct costs of contract revenue. No allocation of facilities costs is made to direct costs of contract revenue. Other companies may classify as direct costs of contract revenue some of the costs that the Company classifies as general and administrative costs. The Company expenses direct costs of contract revenue when incurred.

Included in revenue and costs are all reimbursable costs for which the Company has the risk or on which the fee was based at the time of bid or negotiation. No revenue or cost is recorded for costs in which the Company acts solely in the capacity of an agent and has no risks associated with such costs.

Accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts based upon a review of all outstanding amounts on a quarterly basis. Management determines allowances for doubtful accounts through specific identification of amounts considered to be uncollectible and potential write-offs, plus a non-specific allowance for other amounts for which some potential loss has been determined to be probable based on current and past experience. The Company’s historical credit losses have been minimal with governmental entities and large public utilities, but disputes may arise related to these receivable amounts. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received.

Retainage, included in contract assets, represents amounts withheld from billings to the Company’s clients pursuant to provisions in the contracts and may not be paid to the Company until specific tasks are completed or the project is completed and, in some instances, for even longer periods. At April 2, 2021 and January 1, 2021, contract assets included retainage of approximately $5.7 million and $6.2 million, respectively.

In addition to the above, the Company derives revenue from software licenses and professional services and maintenance fees. In accordance with ASC 606, the Company performs an assessment of each contract to identify the performance obligations, determine the overall transaction price for the contract, allocate the transaction price to the performance obligations, and recognize the revenue when the performance obligations are satisfied.

The Company utilizes the residual approach by which it estimates the standalone selling price by reference to the total transaction price less the sum of the observable standalone selling prices of other goods or services promised in the contract. The software license revenue is typically recognized at a point in time when control is transferred to the client, which is defined as the point in time when the client can use and benefit from the license. The software license is delivered before related services are provided and is functional without services, updates, or technical support. Related professional services include training and support services in which the standalone selling price is determined based on an input measure of hours incurred to total estimated hours and is recognized over time, usually which is the life of the contract.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SUPPLEMENTAL FINANCIAL STATEMENT DATA

3 Months Ended

Apr. 02, 2021

SUPPLEMENTAL FINANCIAL STATEMENT DATA

SUPPLEMENTAL FINANCIAL STATEMENT DATA

4. SUPPLEMENTAL FINANCIAL STATEMENT DATA

Accounts Receivable

From time to time, in connection with factoring agreements, the Company sells trade accounts receivable without recourse to third party purchasers in exchange for cash. During the three months ended April 2, 2021, the Company sold trade accounts receivable and received cash proceeds of $7.2 million. The discounts on the trade accounts receivable sold were $0.6 million and were recorded within “Other, net” in other income (expense) in the condensed consolidated financial statements. During the three months ended April 3, 2020, the Company did not sell any trade accounts receivable.

Equipment and Leasehold Improvements


	April 2,		January 1,
	2021		2021
	(in thousands)
Furniture and fixtures	$	4,076	$	4,088
Computer hardware and software		19,334		18,047
Leasehold improvements		2,994		2,994
Equipment under finance leases		2,572		2,370
Automobiles, trucks, and field equipment		3,153		3,216
Subtotal		32,129		30,715
Accumulated depreciation and amortization		(19,352)		(18,209)
Equipment and leasehold improvements, net	$	12,777	$	12,506

Included in accumulated depreciation and amortization is $0.1 million and $0.6 million of amortization expense related to equipment held under finance leases in the three months ended April 2, 2021 and fiscal year 2020, respectively.

Accrued Liabilities


	April 2,		January 1,
	2021		2021
	(in thousands)
Accrued subcontractor costs	$	16,934	$	19,124
Employee withholdings		7,962		2,768
Other		5,489		11,981
Accrued bonuses		3,576		5,211
Compensation and payroll taxes		3,259		1,983
Paid leave bank		652		687
Total accrued liabilities	$	37,872	$	41,754

Goodwill


	January 1,		Additional		Additions /		April 2,
	2021		Purchase Cost		Adjustments		2021
	(in thousands)
Reporting Unit:
Energy	$	129,375	$	—	$	—	$	129,375
Engineering and Consulting		749		—		—		749
	$	130,124	$	—	$	—	$	130,124

The Company tests for impairment, at a minimum, on an annual basis or earlier when certain events or changes in circumstances indicate that goodwill may more likely than not be impaired. The Company evaluated the current economic impact caused by the Covid-19 pandemic to assess a potential impairment of goodwill and noted that it does not believe it is more likely than not that goodwill was impaired as of April 2, 2021.

Intangible Assets


	April 2, 2021				January 1, 2021
	Gross		Accumulated		Gross		Accumulated		Amortization
	Amount		Amortization		Amount		Amortization		Period
	(in thousands)								(in years)
Finite:
Backlog	$	7,944	$	6,492	$	7,944	$	6,249	1.0
Tradename		15,911		7,488		15,911		6,984	2.5	-	6.0
Non-compete agreements		1,420		1,396		1,420		1,390	4.0	-	5.0
Developed technology		15,500		6,818		15,500		6,107	8.0
Customer relationships		58,149		15,670		58,149		14,248	5.0	-	8.0
Total finite intangible assets		98,924	$	37,864		98,924	$	34,978
In-process research and technology ⁽¹⁾		310		—		310		—
Total intangible assets	$	99,234	$	37,864	$	99,234	$	34,978

(1)

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

DERIVATIVE FINANCIAL INSTRUMENTS

3 Months Ended

Apr. 02, 2021

DERIVATIVE FINANCIAL INSTRUMENTS

DERIVATIVE FINANCIAL INSTRUMENTS

5. DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses certain interest rate derivative contracts to hedge interest rate exposures on its variable rate debt. The Company’s hedging program is not designated for trading or speculative purposes.

The Company recognizes derivative instruments as either assets or liabilities on the accompanying consolidated balance sheets at fair value. The Company records changes in the fair value (i.e., gains or losses) of the derivatives that have been designated as cash flow hedges in its consolidated balance sheets as accumulated other comprehensive income (loss) and in its condensed consolidated statements of comprehensive (loss) income as a loss or gain on cash flow hedge valuation.

On January 31, 2019, the Company entered into an interest rate swap agreement that the Company designated as cash flow hedge to fix the variable interest rate on a portion of the Company’s Term A Loan (as defined below in Note 6. “Debt Obligations”). The interest rate swap agreement total notional amount of $35.0 million, has a fixed annual interest rate of 2.47% and expires on January 31, 2022. As of April 2, 2021, the effective portion of the Company’s interest rate swap agreement designated as a cash flow hedge before tax effects was $0.5 million, of which no amounts were reclassified from accumulated other comprehensive income to interest expense in the three months ended April 2, 2021. The Company expects to reclassify $0.5 million from accumulated other comprehensive loss to interest expense within the next twelve months.

The fair values of the Company’s outstanding derivatives designated as hedging instruments were as follows:


		Fair Value of Derivative
		Instruments as of
	Balance Sheet Location	April 2, 2021		January 1, 2021
		(in thousands)
Interest rate swap agreement	Accrued liabilities	$	(509)	$	(624)
Interest rate swap agreement	Other noncurrent (liabilities) assets	$	—	$	(48)

The impact of the effective portions of derivative instruments in cash flow hedging relationships and fair value relationships on other comprehensive income (loss) were $0.2 million and $0.4 million of the three months ended April 2, 2021 and April 3, 2020, respectively

The accumulated balances and reporting period activities for the three months ended April 2, 2021 related to reclassifications out of accumulated other comprehensive loss are summarized as follows:


	Gain (Loss) on		Accumulated Other
	Derivative Instruments		Comprehensive Loss
	(in thousands)
Balances at January 1, 2021	$	(488)	$	(488)
Other comprehensive loss before reclassifications		163		163
Amounts reclassified from accumulated other comprehensive income:		0		0
Income tax benefit (expense) related to derivative instruments		(35)		(35)
Net current-period other comprehensive loss		128		128
Balances at April 2, 2021	$	(360)	$	(360)

DEBT OBLIGATIONS

3 Months Ended

Apr. 02, 2021

DEBT OBLIGATIONS

DEBT OBLIGATIONS

6. DEBT OBLIGATIONS

Debt obligations, excluding obligations under finance leases (see Note 7, Leases, below), consisted of the following:


	April 2,		January 1,
	2021		2021
	(in thousands)
Outstanding borrowings on Term A Loan	$	82,500	$	85,000
Outstanding borrowings on Revolving Credit Facility		—		—
Outstanding borrowings on Delayed Draw Term Loan		26,250		27,000
Other debt agreements		1,488		1,996
Total debt		110,238		113,996
Issuance costs and debt discounts		(763)		(822)
Subtotal		109,475		113,174
Less current portion of long-term debt		14,488		14,996
Long-term debt portion	$	94,987	$	98,178

Credit Facilities

On June 26, 2019, the Company and certain of its subsidiaries entered into an Amended and Restated Credit Agreement (as amended by the First Amendment, dated as of August 15, 2019, and the Second Amendment, dated as of November 6, 2019, the “Credit Agreement”) with a syndicate of financial institutions as lenders and BMO Harris Bank, N.A. (“BMO”), as administrative agent. The Credit Agreement provides for (i) a $100.0 million secured term loan (the “Term A Loan”), (ii) up to $50.0 million in delayed draw secured term loans (the “Delayed Draw Term Loan”), and (iii) a $50.0 million secured revolving credit facility (the “Revolving Credit Facility” and, collectively with the Term A Loan and the Delayed Draw Term Loan, the “Credit Facilities”), each maturing on June 26, 2024. The Company’s obligations under the Credit Agreement are guaranteed by its present and future domestic subsidiaries, with limited exceptions.

Prior to the Third Amendment (as defined below), the Credit Agreement required the Company to comply with certain financial covenants, including requiring that the Company maintain a (i) total leverage ratio (the “Leverage Ratio”), defined as the ratio of total funded debt to Adjusted EBITDA (as defined in the Credit Agreement), of at least 3.50 to 1.00 through December 31, 2020, and 3.25 to 1.00 thereafter and (ii) fixed charge coverage ratio (“FCCR Ratio”), defined as the ratio of Adjusted EBITDA less Unfinanced Capital Expenditures (as defined in the Credit Agreement) to Fixed Charges (as defined in the Credit Agreement), of not less than 1.20 to 1.00, in each case tested quarterly.

The Credit Agreement also contains other 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, borrowings under the Credit Agreement are also subject to mandatory prepayment from (a) any issuances of debt or equity securities, (b) any sale or disposition of assets, (c) insurance and condemnation proceeds (d) representation and warranty insurance proceeds related to insurance policies issued in connection with acquisitions and (e) excess cash flow. The Credit Agreement includes customary events of default.

Third Amendment to the Credit Agreement

On May 6, 2020, the Company entered into the Third Amendment to the Amended and Restated Credit Agreement (the “Third Amendment”) which, among other things, amends or suspends certain covenants contained in the Credit Agreement from May 6, 2020 until the earlier of (i) July 2, 2021 and (ii) the last day of the fiscal quarter in which the Company delivers an irrevocable election to terminate the covenant relief granted by the Third Amendment (the “Covenant Relief Period”).

The Third Amendment increases the maximum Leverage Ratio the Company is permitted to maintain during the Covenant Relief Period and replaces the covenant to maintain a minimum FCCR Ratio during the Covenant Relief Period with a requirement to maintain a minimum Adjusted EBITDA (as defined in the Third Amendment). During the Covenant Relief Period, no further delayed draw term loans may be borrowed under the Credit Facilities and the Company is prohibited from engaging in share repurchases or making any Permitted Acquisitions (as defined in the Credit Agreement). Additionally, during the Covenant Relief Period, the aggregate amount of all capital expenditures made by the Company may not exceed $7.0 million, and the Company is prohibited from making any earn-out payments if, after giving effect to such earn-out payment, the Company’s liquidity would be less than $5.0 million or the aggregate amount of all earn-out payments made by the Company during the Covenant Relief Period would exceed $7.0 million.

As part of the Third Amendment, borrowings under the Credit Agreement bear interest (A) from March 5, 2020 until the date of the Third Amendment, at a rate equal to one-month LIBOR plus 2.0%, (B) from the date of the Third Amendment until the date the administrative agent receives the Company’s financial statements for the quarter ended July 3, 2020, at a rate equal to one-month LIBOR, plus an applicable margin of 2.50% and (C) at all other times during the Covenant Relief Period, 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 LIBOR plus 1.00% or (ii) one-month LIBOR, in each case plus an applicable margin ranging from 0.125% to 1.50% with respect to Base Rate borrowings and 1.125% to 2.50% with respect to LIBOR borrowings, depending on the Leverage Ratio; provided, that one-month LIBOR shall not be less than 0.75% during the Covenant Relief Period. During the Covenant Relief Period, the Company will pay a commitment fee for the unused portion of the Revolving Credit Facility and the delayed draw term loan facility, which ranges from 0.15% to 0.45% per annum depending on the Leverage Ratio, and fees on the face amount of any letters of credit outstanding under the Revolving Credit Facility, which range from 0.84% to 2.50% per annum, in each case, depending on whether such letter of credit is a performance or financial letter of credit and the Leverage Ratio.

As of April 2, 2021, the Company was in compliance with all covenants contained in the Credit Agreement, as amended by the Third Amendment.

Other Debt Agreements

Insurance Premiums

The Company’s annual commercial insurance policy protection package renews in the fourth quarter of every year. From time to time, the Company will finance 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 January 1, 2021, the Company elected to finance its insurance premiums for the 2021 fiscal year with a note payable bearing interest at an annual rate of 2.75%, payable in monthly principal and interest installments of $0.2 million through August 2021. As of April 2, 2021 and January 1, 2021, the unpaid balance of the financed premiums totaled $0.6 million and $1.1 million, respectively.

Software Agreements

The Company has also financed, from time to time, software costs by entering into unsecured notes payable with software providers. During the fiscal year ended December 28, 2018, the Company elected to finance its IBM software costs of $0.2 million with a note payable bearing interest at an annual rate of 4.656%, payable in monthly principal and interest installments of $6,000 through November 2021. As of April 2, 2021, and January 1, 2021, the unpaid balance related to the IBM software agreement totaled $38,000 and $57,000, respectively.

Utility Customer Agreement

In connection with the acquisition of substantially all of the assets of Onsite Energy, the Company assumed a contract dispute settlement agreement between Onsite Energy and one of its utility customers dated December 20, 2018 (the “Utility Customer Agreement”) where Onsite Energy agreed to pay $1.7 million, bearing interest at an imputed annual rate of 4.332%, payable in quarterly principal and interest installments through June 2021. As of April 2, 2021 and January 1, 2021, the unpaid balance of the Utility Customer Agreement totaled $0.8 million.

LEASES

3 Months Ended

Apr. 02, 2021

LEASES

LEASES

7. LEASES

The Company leases certain office facilities under long-term, non-cancellable operating leases that expire at various dates through the year 2027. In addition, the Company is obligated under finance leases for certain furniture and office equipment that expire at various dates through the year 2023.

From time to time, the Company enters into non-cancelable leases for some of our facility and equipment needs. These leases allow the Company to conserve cash by paying a monthly lease rental fee for the use of facilities and equipment rather than purchasing them. The Company’s leases have remaining terms ranging from one to eight years, some of which may include options to extend the leases for up to five years, and some of which may include options to terminate the leases within one year. Currently, all of the Company’s leases contain fixed payment terms. The Company may decide to cancel or terminate a lease before the end of its term, in which case we are typically liable to the lessor for the remaining lease payments under the term of the lease. Additionally, all of our month-to-month leases are cancelable by the Company or the lessor, at any time, and are not included in our right-of-use asset or lease liability. As of April 2, 2021, the Company had no leases with residual value guarantees. Typically, the Company has purchase options on the equipment underlying its long-term leases. The Company may exercise some of these purchase options when the need for equipment is on-going and the purchase option price is attractive. Nonperformance-related default covenants, cross-default provisions, subjective default provisions and material adverse change clauses contained in material lease agreements, if any, are also evaluated to determine whether those clauses affect lease classification in accordance with “ASC” Topic 842-10-25. Leases are accounted for as operating or financing leases, depending on the terms of the lease.

Financing Leases

The Company leases certain equipment under financing leases. The economic substance of the leases is a financing transaction for acquisition of equipment and leasehold improvements. Accordingly, the right-of-use assets for these leases are included in the balance sheets in equipment and leasehold improvements, net of accumulated depreciation, with a corresponding amount recorded in current portion of financing lease obligations or noncurrent portion of financing lease obligations, as appropriate. The financing lease assets are amortized over the life of the lease or, if shorter, the life of the leased asset, on a straight-line basis and included in depreciation expense. The interest associated with financing lease obligations is included in interest expense.

Right-of-use assets

Operating leases are included in right-of-use assets, and current portion of lease liability and noncurrent portion of lease liability, as appropriate. Right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate to calculate present value, the Company determines this rate by estimating the Company’s incremental borrowing rate at the lease commencement date. The right-of-use asset also includes any lease payments made and initial direct costs incurred at lease commencement and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

The following is a summary of the Company’s lease expense:


	Three Months Ended
	April 2,		April 3,
	2021		2020
	(in thousands)
Operating lease cost	$	1,692	$	1,742
Finance lease cost:
Amortization of assets		123		155
Interest on lease liabilities		6		9
Total net lease cost	$	1,821	$	1,906

The following is a summary of lease information presented on the Company’s consolidated balance sheet:


	April 2,			January 1,
	2021			2021
	(in thousands)
Operating leases:
Right-of-use assets	$	18,569		$	20,130

Lease liability	$	5,584		$	5,844
Lease liability, less current portion		14,285			15,649
Total lease liabilities	$	19,869		$	21,493

Finance leases (included in equipment and leasehold improvements, net):
Equipment and leasehold improvements, net	$	2,572		$	2,370
Accumulated depreciation		(1,899)			(1,826)
Total equipment and leasehold improvements, net	$	673		$	544

Finance lease obligations	$	266		$	248
Finance lease obligations, less current portion		345			236
Total finance lease obligations	$	611		$	484

Weighted average remaining lease term (in years):
Operating Leases		4.27			4.40
Finance Leases		2.29			2.02

Weighted average discount rate:
Operating Leases		4.40	%		4.44	%
Finance Leases		3.33	%		3.74	%

Rent expense for the three months ended April 2, 2021 and April 3, 2020 was $1.8 million and $1.9 million, respectively.

The following is a summary of other information and supplemental cash flow information related to finance and operating leases:


	Three Months Ended
	April 2,		April 3,
	2021		2020

	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating leases	$	1,816	$	1,705
Operating cash flow from finance leases		6		9
Financing cash flow from finance leases		127		96

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	16	$	984

The following is a summary of the maturities of lease liabilities as of April 2, 2021:


	Operating		Finance
	(in thousands)
Fiscal year:
Remainder of 2021	$	6,321	$	281
2022		5,592		233
2023		3,442		99
2024		2,376		18
2025		2,100		4
2026 and thereafter		1,957		—
Total lease payments	$	21,788	$	635
Less: Imputed interest		(1,919)		(24)
Total lease obligations		19,869		611
Less: Current obligations		5,584		266
Noncurrent lease obligations	$	14,285	$	345

The imputed interest for finance lease obligations represents the interest component of finance leases that will be recognized as interest expense in future periods. The financing component for operating lease obligations represents the effect of discounting the operating lease payments to their present value.

COMMITMENTS AND VARIABLE INTEREST ENTITIES

3 Months Ended

Apr. 02, 2021

COMMITMENTS AND VARIABLE INTEREST ENTITIES

COMMITMENTS AND VARIABLE INTEREST ENTITIES

8. COMMITMENTS AND VARIABLE INTEREST ENTITIES

Employee Benefit Plans

The Company has a qualified profit sharing plan pursuant to Code Section 401(a) and qualified cash or deferred arrangement pursuant to Code Section 401(k) covering all employees. Employees may elect to contribute up to 50% of their compensation limited to the amount allowed by tax laws. Company contributions are made solely at the discretion of the Company’s board of directors.

The Company 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 $0.9 million during the three months ended April 2, 2021 and April 3, 2020.

Variable Interest Entities

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.

Genesys continues to be a professional corporation organized under the laws of the State of New York, wholly-owned by one or more licensed engineers. Pursuant to New York law, the Company does not own capital stock of Genesys. The Company has entered into an agreement with the Shareholder of Genesys pursuant to which the Shareholder will be prohibited from selling, transferring or encumbering the Shareholder’s ownership interest in Genesys without the Company’s consent. Notwithstanding the Company’s rights regarding the transfer of Genesys’s stock, the Company does not have control over the professional decision making of Genesys’s engineering services. The Company has entered into an administrative services agreement with Genesys pursuant to which WES will provide Genesys with ongoing administrative, operational and other non-professional support services. Genesys pays WES a service fee, which consists of all of the costs incurred by WES to provide the administrative services to Genesys plus ten percent of such costs, as well as any other costs that relate to professional service supplies and personnel costs. As a result of the administrative services agreement, the Company absorbs the expected losses of Genesys through its deferral of Genesys’s service fees owed to WES.

The Company manages Genesys and has the power to direct the activities that most significantly impact Genesys’s performance, in addition to being obligated to absorb expected losses from Genesys. Accordingly, the Company is the primary beneficiary of Genesys and consolidates Genesys as a VIE. In addition, the Company concluded there is no noncontrolling interest related to the consolidation of Genesys because the Company determined that (i) the shareholder of Genesys does not have more than a nominal amount of equity investment at risk, (ii) WES absorbs the expected losses of Genesys through its deferral of Genesys’s service fees owed to WES and the Company has, since entering into the administrative services agreement, had to continuously defer service fees for Genesys, and (iii) the Company believes Genesys will continue to have a shortfall on payment of its service fees for the foreseeable future, leaving no expected residual returns for the shareholder. As of April 2, 2021, the Company had one VIE — Genesys.

SEGMENT AND GEOGRAPHICAL INFORMATION

3 Months Ended

Apr. 02, 2021

SEGMENT AND GEOGRAPHICAL INFORMATION

SEGMENT AND GEOGRAPHICAL INFORMATION

9. SEGMENT AND GEOGRAPHICAL INFORMATION

Segment Information

The Company’s two segments are Energy and Engineering and Consulting, and the Company’s chief operating decision maker, which continues to be its chief executive officer, receives and reviews financial information in this format.

There were no intersegment sales during the three months ended April 2, 2021 and April 3, 2020. 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 is as follows:


			Engineering		Unallocated				Consolidated
	Energy		& Consulting		Corporate		Intersegment		Total
	(in thousands)
Fiscal Three Months Ended April 2, 2021
Contract revenue	$	62,007	$	17,079	$	-	$	-	$	79,086
Depreciation and amortization		3,938		249		-		-		4,187
Interest expense, net		4		-		1,060		-		1,064
Segment profit (loss) before income tax expense		(2,832)		2,110		(4,502)		-		(5,224)
Income tax expense (benefit)		(790)		589		(1,257)		-		(1,458)
Net income (loss)		(2,042)		1,521		(3,245)		-		(3,766)
Segment assets ⁽¹⁾		312,341		22,624		73,015		(23,130)		384,850
Fiscal Three Months Ended April 3, 2020
Contract revenue	$	87,799	$	18,227	$	-	$	-	$	106,026
Depreciation and amortization		4,236		283		-		-		4,519
Interest expense, net		11		-		1,502		-		1,513
Segment profit (loss) before income tax expense		(6,406)		2,004		(5,357)		-		(9,759)
Income tax expense (benefit)		(1,054)		330		(881)		-		(1,605)
Net income (loss)		(5,353)		1,676		(4,477)		-		(8,154)
Segment assets ⁽¹⁾		355,856		24,866		55,211		(23,130)		412,803

(1)	Segment assets are presented net of intercompany receivables.

The following tables provides information about disaggregated revenue by contract type, client type and geographical region:


	Three months ended April 2, 2021
	Energy		Engineering and Consulting		Total
	(in thousands)
Contract Type
Time-and-materials	$	6,900	$	13,421	$	20,321
Unit-based		39,614		2,445		42,059
Fixed price		15,493		1,213		16,706
Total⁽¹⁾	$	62,007	$	17,079	$	79,086

Client Type
Commercial	$	5,928	$	1,096	$	7,024
Government		13,555		15,929		29,484
Utilities⁽²⁾		42,525		53		42,578
Total⁽¹⁾	$	62,007	$	17,079	$	79,086

Geography ⁽³⁾
Domestic	$	62,007	$	17,079	$	79,086


	Three months ended April 3, 2020
	Energy		Engineering and Consulting		Total
	(in thousands)
Contract Type
Time-and-materials	$	14,011	$	14,092	$	28,103
Unit-based		50,890		3,104		53,994
Fixed price		22,898		1,031		23,929
Total ⁽¹⁾	$	87,799	$	18,227	$	106,026

Client Type
Commercial	$	8,729	$	1,374	$	10,103
Government		21,728		16,794		38,522
Utilities ⁽²⁾		57,342		59		57,401
Total ⁽¹⁾	$	87,799	$	18,227		106,026

Geography ⁽³⁾
Domestic	$	87,799	$	18,227		106,026

(1)

Amounts may not add to the totals due to rounding.

(2)

Includes the portion of revenue related to small business programs paid by the end user/customer.

(3)

Revenue from the Company’s foreign operations were not material for the three months ended April 2, 2021 and April 3, 2020.

Geographical Information

Substantially all of the Company’s consolidated revenue was derived from its operations in the U.S. The Company operates through a network of offices spread across 24 U.S. states, the District of Columbia, and Canada. Revenues from the Company’s Canadian operations were not material for the three months ended April 2, 2021 nor the three months ended April 3, 2020.

Customer Concentration

For the three months ended April 2, 2021 and April 3, 2020, the Company’s top 10 customers accounted for 48.7%, and 58.1%, respectively, of the Company’s consolidated contract revenue. For the three months ended April 2, 2021 and April 3, 2020, the Company had no individual customer that accounted for more than 10% of its consolidated contract revenues. For the three months ended April 3, 2020, the Company derived 29.2% of its consolidated contract revenue from two customers, Los Angeles Department of Water and Power (“LADWP”) and Dormitory Authority-State of New York Dormitory Authority-State of New York (“DASNY”).

On a segment basis, the Company had individual customers that accounted for more than 10% of its segment contract revenues. For the three months ended April 2, 2021, the Company derived 10.3% of its Energy segment revenues from one customer, Consolidated Edison of New York, and it derived 17.8% of its Engineering and Consulting segment revenues from one customer, the City of Elk Grove. For the three months ended April 3, 2020, the Company derived 45.3% of its Energy segment revenues from three customers, LADWP, DASNY and Duke Energy, and it derived 19.5% of its Engineering and Consulting segment revenues from one customer, the City of Elk Grove.

The Company’s largest clients are based in California and New York. For the three months ended April 2, 2021 and April 3, 2020, services provided to clients in California accounted for 34.3%, and 44.0%, respectively, of the Company’s contract revenue and services provided to clients in New York accounted for 22.1% and 20.4%, respectively, of the Company’s contract revenue.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

INCOME TAXES

3 Months Ended

Apr. 02, 2021

INCOME TAXES

INCOME TAXES

10. 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 and includes the evaluation of historical income (loss) adjusted for the effects of non-recurring items and the impact of recent business combinations. Areas of estimation include our consideration of future taxable income which is driven by verifiable signed contracts and ongoing prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in judgment about the utilization of deferred tax assets in future years, the Company would adjust the related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income.

During each fiscal year, the Company assesses the available positive and negative evidence to evaluate if it is more likely than not that the deferred tax assets will be realized. Beginning in fiscal year 2017, the Company 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 its subsidiaries, as well as its forecasted amount of net operating loss utilization for certain members of the combined group. As a result, the Company recorded a valuation allowance in the amount of $86,000 at the end of fiscal year 2018 related to California net operating losses. As of April 2, 2021, the Company assessed all available positive and negative evidence available to determine whether, based on the weight of that evidence, there was a change in judgment related to the utilization of deferred tax assets in future years. The Company concluded that as of April 2, 2021, the valuation allowance for the Company’s deferred tax assets was appropriate in accordance with ASC 740. Consequently, there was no change to the valuation allowance during the three months ended April 2, 2021. For the three months ended April 3, 2020, the Company did not have a change in the valuation allowance.

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. As of April 2, 2021, the Company has not recorded a liability for uncertain tax positions.

Based on the Company’s estimates and determination of an effective tax rate for the year, the Company recorded an income tax benefit of $1.5 million for the three months ended April 2, 2021, as compared to an income tax benefit of $1.6 million for the three months ended April 3, 2020. During the three months ended April 2, 2021, the difference between the effective tax rate and the federal statutory rate was primarily attributable to state taxes, the recognition of tax deductions related to the vesting of performance-based restricted stock units, nondeductible executive compensation, research and development tax credits, and the commercial building energy efficiency deduction. For the three months ended April 3, 2020, the difference between the effective tax rate and the federal statutory rate is primarily

attributable to state taxes, the recognition of tax deductions related to the vesting of performance-based restricted stock units, nondeductible executive compensation, research and development tax credits, and the commercial building energy efficiency deduction.

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security (CARES) Act (H.R. 748) which includes a number of provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Under ASC 740, the effects of new legislation are recognized upon enactment. Accordingly, the effects of the CARES Act have been incorporated into the income tax provision computation for the three months ended April 2, 2021 and April 3, 2020. The Company deferred the employer side social security payments for payroll paid for 2020. These provisions did not have a material impact on the income tax provision.

On December 27, 2020, President Trump signed into law the Consolidated Appropriations Act, 2021 (CAA 2021) which included a number of provisions including, but not limited to the extension of numerous employment tax credits, the extension of the Section 179D deduction, enhanced business meals deductions, and the deductibility of expenses paid for with Paycheck Protection Program (PPP) loan funds that are forgiven. Accordingly, the effects of the CCA have been incorporated into the income tax provision computation for the three months ended April 2, 2021. The extension of the energy efficiency building deduction under Section 179D resulted in the continuation of this additional benefit for the Company.

- Definition

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

+ References + Details

EARNINGS PER SHARE (EPS)

3 Months Ended

Apr. 02, 2021

EARNINGS PER SHARE (EPS)

EARNINGS PER SHARE (EPS)

11. 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:


	Three months ended
	April 2,		April 3,
	2021		2020
	(in thousands, except per share amounts)
Net income (loss)	$	(3,766)	$	(8,154)
Weighted-average common shares outstanding		12,147		11,510
Effect of dilutive stock options and restricted stock awards		—		—
Weighted-average common shares outstanding-diluted		12,147		11,510
Earnings (Loss) per share:
Basic	$	(0.31)	$	(0.71)
Diluted	$	(0.31)	$	(0.71)

For the three months ended April 2, 2021 and April 3, 2020, the Company reported a net loss, and accordingly, all outstanding equity awards have been excluded from such periods because including them would have been anti-dilutive.

CONTINGENCIES

3 Months Ended

Apr. 02, 2021

CONTINGENCIES

CONTINGENCIES

12. 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.

SUBSEQUENT EVENTS

3 Months Ended

Apr. 02, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

13. SUBSEQUENT EVENTS

Fourth Amendment to the Credit Agreement

On April 30, 2021, the Company entered into the Fourth Amendment to the Amended and Restated Credit Agreement (the “Fourth Amendment”). The Third Amendment established a covenant relief period from May 6, 2020 to July 2, 2021 (the “Initial Covenant Relief Period”). The Fourth Amendment extends the Initial Covenant Relief Period from July 2, 2021 to and including the earlier of (i) April 1, 2022 and (ii) the last day of the fiscal quarter in which the Company delivers an irrevocable election to terminate the covenant relief granted by the Fourth Amendment (the “Second Covenant Relief Period,” and together with the Initial Covenant Relief Period, the “Amended Covenant Relief Period”). The Fourth Amendment also (A) establishes the minimum Adjusted EBITDA thresholds for the remainder of the Amended Covenant Relief Period, (B) increases the maximum Leverage Ratio the Company is permitted to maintain through the fiscal quarter ending on April 1, 2022, (C) removes the previous prohibition during the Initial Covenant Relief Period on the Company’s ability to make delayed draw term loan borrowings, (D) removes the previous prohibition during the Initial Covenant Relief Period on the Company’s ability to make Permitted Acquisitions (as defined in the Credit Agreement) and to purchase, redeem or otherwise acquire the Company’s common stock, in each case, subject to certain conditions, and (E) increases the maximum amount of earn-out payments the Company is permitted to make during the Amended Covenant Relief Period from $7.0 million to $17.0 million, provided that the Company’s liquidity would not be less than $10.0 million after giving effect to such earn-out payment. Additionally, during the remainder of the Amended Covenant Relief Period, the aggregate amount of all capital expenditures made by the Company may not exceed $15.0 million.

Pursuant to the Fourth Amendment, borrowings under the Credit Agreement will bear interest at all times other than during the Initial Covenant Relief Period, at either a Base Rate or LIBOR, each as defined in the Credit Agreement, at the Company’s option, and in each case plus an applicable margin, which applicable margin will range from 0.125% to 1.25% with respect to Base Rate borrowings and 1.125% to 2.25% with respect to LIBOR borrowings, depending on the Leverage Ratio; provided, that LIBOR cannot be less than 0.00%. The Company will also pay a commitment fee for the unused portion of the Revolving Credit Facility and the delayed draft term loan facility, which will range from 0.15% to 0.40% per annum depending on the Leverage Ratio, and fees on the face amount of any letters of credit outstanding under the Revolving Credit Facility, which will range from 0.84% to 1.688% per annum, in each case, depending on whether such letter of credit is a performance or financial letter of credit and the Leverage Ratio.

ORGANIZATION AND OPERATIONS OF THE COMPANY (Policies)

3 Months Ended

Apr. 02, 2021

ORGANIZATION AND OPERATIONS OF THE COMPANY

Basis of Presentation

Fiscal Years

Fiscal Years

Use of Estimates

Use of Estimates

Management's Plans in Response to Covid-19

Management’s Plans in Response to Covid-19

Health and Safety

Financial Position and Results of Operations

The Company believes that its financial position is sufficiently flexible to enable it to maneuver in the current economic environment.

Asset and liability valuation and other estimates used in preparation of financial statements

Changes to the estimated future profitability of the business may require that the Company establish an additional valuation allowance against all or some portion of its net deferred tax assets.

Impact on Clients and Subcontractors and Other Risks

Recent Accounting Pronouncements

Accounting Pronouncements Recently Adopted

Accounting Pronouncements Recently Issued

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

REVENUES (Tables)

3 Months Ended

Apr. 02, 2021

REVENUES

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

SUPPLEMENTAL FINANCIAL STATEMENT DATA (Tables)

3 Months Ended

Apr. 02, 2021

SUPPLEMENTAL FINANCIAL STATEMENT DATA

Schedule of equipment and leasehold improvements


	April 2,		January 1,
	2021		2021
	(in thousands)
Furniture and fixtures	$	4,076	$	4,088
Computer hardware and software		19,334		18,047
Leasehold improvements		2,994		2,994
Equipment under finance leases		2,572		2,370
Automobiles, trucks, and field equipment		3,153		3,216
Subtotal		32,129		30,715
Accumulated depreciation and amortization		(19,352)		(18,209)
Equipment and leasehold improvements, net	$	12,777	$	12,506

Schedule of accrued liabilities


	April 2,		January 1,
	2021		2021
	(in thousands)
Accrued subcontractor costs	$	16,934	$	19,124
Employee withholdings		7,962		2,768
Other		5,489		11,981
Accrued bonuses		3,576		5,211
Compensation and payroll taxes		3,259		1,983
Paid leave bank		652		687
Total accrued liabilities	$	37,872	$	41,754

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


	January 1,		Additional		Additions /		April 2,
	2021		Purchase Cost		Adjustments		2021
	(in thousands)
Reporting Unit:
Energy	$	129,375	$	—	$	—	$	129,375
Engineering and Consulting		749		—		—		749
	$	130,124	$	—	$	—	$	130,124

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


	April 2, 2021				January 1, 2021
	Gross		Accumulated		Gross		Accumulated		Amortization
	Amount		Amortization		Amount		Amortization		Period
	(in thousands)								(in years)
Finite:
Backlog	$	7,944	$	6,492	$	7,944	$	6,249	1.0
Tradename		15,911		7,488		15,911		6,984	2.5	-	6.0
Non-compete agreements		1,420		1,396		1,420		1,390	4.0	-	5.0
Developed technology		15,500		6,818		15,500		6,107	8.0
Customer relationships		58,149		15,670		58,149		14,248	5.0	-	8.0
Total finite intangible assets		98,924	$	37,864		98,924	$	34,978
In-process research and technology ⁽¹⁾		310		—		310		—
Total intangible assets	$	99,234	$	37,864	$	99,234	$	34,978

(1)

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

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Apr. 02, 2021

DERIVATIVE FINANCIAL INSTRUMENTS

Schedule of fair values of outstanding derivatives designated as hedging instruments


		Fair Value of Derivative
		Instruments as of
	Balance Sheet Location	April 2, 2021		January 1, 2021
		(in thousands)
Interest rate swap agreement	Accrued liabilities	$	(509)	$	(624)
Interest rate swap agreement	Other noncurrent (liabilities) assets	$	—	$	(48)

Schedule of accumulated other comprehensive income (loss)


	Gain (Loss) on		Accumulated Other
	Derivative Instruments		Comprehensive Loss
	(in thousands)
Balances at January 1, 2021	$	(488)	$	(488)
Other comprehensive loss before reclassifications		163		163
Amounts reclassified from accumulated other comprehensive income:		0		0
Income tax benefit (expense) related to derivative instruments		(35)		(35)
Net current-period other comprehensive loss		128		128
Balances at April 2, 2021	$	(360)	$	(360)

DEBT OBLIGATIONS (Tables)

3 Months Ended

Apr. 02, 2021

DEBT OBLIGATIONS

Schedule of debt obligations, excluding obligations under capital leases


	April 2,		January 1,
	2021		2021
	(in thousands)
Outstanding borrowings on Term A Loan	$	82,500	$	85,000
Outstanding borrowings on Revolving Credit Facility		—		—
Outstanding borrowings on Delayed Draw Term Loan		26,250		27,000
Other debt agreements		1,488		1,996
Total debt		110,238		113,996
Issuance costs and debt discounts		(763)		(822)
Subtotal		109,475		113,174
Less current portion of long-term debt		14,488		14,996
Long-term debt portion	$	94,987	$	98,178

LEASES (Tables)

3 Months Ended

Apr. 02, 2021

LEASES

Summary of the lease expense


	Three Months Ended
	April 2,		April 3,
	2021		2020
	(in thousands)
Operating lease cost	$	1,692	$	1,742
Finance lease cost:
Amortization of assets		123		155
Interest on lease liabilities		6		9
Total net lease cost	$	1,821	$	1,906

Summary of lease information presented on the Company's condensed consolidated balance sheet


	April 2,			January 1,
	2021			2021
	(in thousands)
Operating leases:
Right-of-use assets	$	18,569		$	20,130

Lease liability	$	5,584		$	5,844
Lease liability, less current portion		14,285			15,649
Total lease liabilities	$	19,869		$	21,493

Finance leases (included in equipment and leasehold improvements, net):
Equipment and leasehold improvements, net	$	2,572		$	2,370
Accumulated depreciation		(1,899)			(1,826)
Total equipment and leasehold improvements, net	$	673		$	544

Finance lease obligations	$	266		$	248
Finance lease obligations, less current portion		345			236
Total finance lease obligations	$	611		$	484

Weighted average remaining lease term (in years):
Operating Leases		4.27			4.40
Finance Leases		2.29			2.02

Weighted average discount rate:
Operating Leases		4.40	%		4.44	%
Finance Leases		3.33	%		3.74	%

Summary of other information and supplemental cash flow information related to finance and operating leases


	Three Months Ended
	April 2,		April 3,
	2021		2020

	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating leases	$	1,816	$	1,705
Operating cash flow from finance leases		6		9
Financing cash flow from finance leases		127		96

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	16	$	984

Summary of the maturities of operating lease liabilities

The following is a summary of the maturities of lease liabilities as of April 2, 2021:


	Operating		Finance
	(in thousands)
Fiscal year:
Remainder of 2021	$	6,321	$	281
2022		5,592		233
2023		3,442		99
2024		2,376		18
2025		2,100		4
2026 and thereafter		1,957		—
Total lease payments	$	21,788	$	635
Less: Imputed interest		(1,919)		(24)
Total lease obligations		19,869		611
Less: Current obligations		5,584		266
Noncurrent lease obligations	$	14,285	$	345

Summary of the maturities of finance lease liabilities


	Operating		Finance
	(in thousands)
Fiscal year:
Remainder of 2021	$	6,321	$	281
2022		5,592		233
2023		3,442		99
2024		2,376		18
2025		2,100		4
2026 and thereafter		1,957		—
Total lease payments	$	21,788	$	635
Less: Imputed interest		(1,919)		(24)
Total lease obligations		19,869		611
Less: Current obligations		5,584		266
Noncurrent lease obligations	$	14,285	$	345

SEGMENT AND GEOGRAPHICAL INFORMATION (Tables)

3 Months Ended

Apr. 02, 2021

SEGMENT AND GEOGRAPHICAL INFORMATION

Schedule of financial information with respect to the reportable segments


			Engineering		Unallocated				Consolidated
	Energy		& Consulting		Corporate		Intersegment		Total
	(in thousands)
Fiscal Three Months Ended April 2, 2021
Contract revenue	$	62,007	$	17,079	$	-	$	-	$	79,086
Depreciation and amortization		3,938		249		-		-		4,187
Interest expense, net		4		-		1,060		-		1,064
Segment profit (loss) before income tax expense		(2,832)		2,110		(4,502)		-		(5,224)
Income tax expense (benefit)		(790)		589		(1,257)		-		(1,458)
Net income (loss)		(2,042)		1,521		(3,245)		-		(3,766)
Segment assets ⁽¹⁾		312,341		22,624		73,015		(23,130)		384,850
Fiscal Three Months Ended April 3, 2020
Contract revenue	$	87,799	$	18,227	$	-	$	-	$	106,026
Depreciation and amortization		4,236		283		-		-		4,519
Interest expense, net		11		-		1,502		-		1,513
Segment profit (loss) before income tax expense		(6,406)		2,004		(5,357)		-		(9,759)
Income tax expense (benefit)		(1,054)		330		(881)		-		(1,605)
Net income (loss)		(5,353)		1,676		(4,477)		-		(8,154)
Segment assets ⁽¹⁾		355,856		24,866		55,211		(23,130)		412,803

(1)	Segment assets are presented net of intercompany receivables.

Schedule of disaggregation of revenue


	Three months ended April 2, 2021
	Energy		Engineering and Consulting		Total
	(in thousands)
Contract Type
Time-and-materials	$	6,900	$	13,421	$	20,321
Unit-based		39,614		2,445		42,059
Fixed price		15,493		1,213		16,706
Total⁽¹⁾	$	62,007	$	17,079	$	79,086

Client Type
Commercial	$	5,928	$	1,096	$	7,024
Government		13,555		15,929		29,484
Utilities⁽²⁾		42,525		53		42,578
Total⁽¹⁾	$	62,007	$	17,079	$	79,086

Geography ⁽³⁾
Domestic	$	62,007	$	17,079	$	79,086


	Three months ended April 3, 2020
	Energy		Engineering and Consulting		Total
	(in thousands)
Contract Type
Time-and-materials	$	14,011	$	14,092	$	28,103
Unit-based		50,890		3,104		53,994
Fixed price		22,898		1,031		23,929
Total ⁽¹⁾	$	87,799	$	18,227	$	106,026

Client Type
Commercial	$	8,729	$	1,374	$	10,103
Government		21,728		16,794		38,522
Utilities ⁽²⁾		57,342		59		57,401
Total ⁽¹⁾	$	87,799	$	18,227		106,026

Geography ⁽³⁾
Domestic	$	87,799	$	18,227		106,026

(1)

Amounts may not add to the totals due to rounding.

(2)

Includes the portion of revenue related to small business programs paid by the end user/customer.

(3)

Revenue from the Company’s foreign operations were not material for the three months ended April 2, 2021 and April 3, 2020.

EARNINGS PER SHARE (EPS) (Tables)

3 Months Ended

Apr. 02, 2021

EARNINGS PER SHARE (EPS)

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


	Three months ended
	April 2,		April 3,
	2021		2020
	(in thousands, except per share amounts)
Net income (loss)	$	(3,766)	$	(8,154)
Weighted-average common shares outstanding		12,147		11,510
Effect of dilutive stock options and restricted stock awards		—		—
Weighted-average common shares outstanding-diluted		12,147		11,510
Earnings (Loss) per share:
Basic	$	(0.31)	$	(0.71)
Diluted	$	(0.31)	$	(0.71)

ORGANIZATION AND OPERATIONS OF THE COMPANY (Details) $ in Millions		3 Months Ended								12 Months Ended
	May 08, 2020 contract	Dec. 31, 2021	Oct. 01, 2021	Jul. 02, 2021 USD ($)	Apr. 02, 2021 segment	Jan. 01, 2021	Oct. 02, 2020	Jul. 03, 2020	Apr. 03, 2020	Dec. 31, 2021	Jan. 01, 2021	Dec. 27, 2019
Summary of Significant Accounting Policies [Line Items]
Number of reporting segments \| segment					2
Length of fiscal period		91 days	91 days	91 days		91 days	91 days	91 days	98 days	364 days	371 days
Number of contracts cancelled \| contract	0
Revolving Credit Facility
Summary of Significant Accounting Policies [Line Items]
Amount of new contracts \| $				$ 781
Direct Install Programs Serving Small Business
Summary of Significant Accounting Policies [Line Items]
Percentage of gross revenues (as a percent)												40.00%
Other Programs
Summary of Significant Accounting Policies [Line Items]
Percentage of gross revenues (as a percent)												60.00%
Minimum
Summary of Significant Accounting Policies [Line Items]
Length of fiscal period					364 days		91 days
Maximum
Summary of Significant Accounting Policies [Line Items]
Length of fiscal period					371 days		98 days

REVENUES (Details) $ in Thousands	3 Months Ended
REVENUES (Details) $ in Thousands	Apr. 02, 2021 USD ($) segment	Apr. 03, 2020 USD ($)	Jan. 01, 2021 USD ($)
Disaggregation of Revenue [Line Items]
Number of reporting segments \| segment	2
Payroll taxes, bonuses and employee benefit costs for all Company personnel	$ 19,444	$ 20,412
Revenue of the entity recorded in which it acts solely in the capacity of an agent	0
Accounts receivable
Disaggregation of Revenue [Line Items]
Retained accounts receivable	$ 5,700		$ 6,200
Maximum
Disaggregation of Revenue [Line Items]
Percent of revenue (as a percent)	3.00%
Minimum
Disaggregation of Revenue [Line Items]
Percent of revenue (as a percent)	2.00%
Cost of Sales
Disaggregation of Revenue [Line Items]
Payroll taxes, bonuses and employee benefit costs for all Company personnel	$ 0
Facilities costs	$ 0

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Accounts Receivable (Details) - USD ($) $ in Millions	3 Months Ended
	Apr. 02, 2021	Apr. 03, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Cash proceeds from sale of trade receivables	$ 7.2	$ 0.0
Other, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Discount on trade accounts receivable sold	$ 0.6

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Equipment And Leasehold Improvements, Net (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Apr. 02, 2021	Apr. 03, 2020	Jan. 01, 2021
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements, net	$ 32,129		$ 30,715
Accumulated depreciation and amortization	(19,352)		(18,209)
Total equipment and leasehold improvements, net	12,777		12,506
Amortization of assets	123	$ 155
Furniture and fixtures
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements, net	4,076		4,088
Computer hardware and software
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements, net	19,334		18,047
Leasehold improvements
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements, net	2,994		2,994
Equipment under finance lease
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements, net	2,572		2,370
Accumulated depreciation and amortization	(1,899)		(1,826)
Total equipment and leasehold improvements, net	673		544
Amortization of assets	100		600
Automobiles, trucks, and field equipment
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements, net	$ 3,153		$ 3,216

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Accrued Liabilities (Details) - USD ($) $ in Thousands	Apr. 02, 2021	Jan. 01, 2021
ACCRUED LIABILITIES
Accrued subcontractor costs	$ 16,934	$ 19,124
Other	5,489	11,981
Accrued bonuses	3,576	5,211
Employee withholdings	7,962	2,768
Compensation and payroll taxes	3,259	1,983
Paid leave bank	652	687
Total accrued liabilities	$ 37,872	$ 41,754

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Goodwill (Details) $ in Thousands	Apr. 02, 2021 USD ($)
Changes in carrying value of goodwill
Goodwill at beginning of period	$ 130,124
Goodwill at end of period	130,124
Goodwill	130,124
Energy
Changes in carrying value of goodwill
Goodwill at beginning of period	129,375
Goodwill at end of period	129,375
Goodwill	129,375
Engineering and Consulting
Changes in carrying value of goodwill
Goodwill at beginning of period	749
Goodwill at end of period	749
Goodwill	$ 749

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2021	Jan. 01, 2021
Goodwill and other intangible assets
Gross Amount	$ 98,924	$ 98,924
Gross Amount of Intangible Assets	99,234	99,234
Accumulated Amortization	37,864	34,978
Backlog
Goodwill and other intangible assets
Gross Amount	7,944	7,944
Accumulated Amortization	$ 6,492	6,249
Amortization Period (in years)	1 year
Tradename
Goodwill and other intangible assets
Gross Amount	$ 15,911	15,911
Accumulated Amortization	$ 7,488	6,984
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	1,420
Accumulated Amortization	$ 1,396	1,390
Non-compete agreements \| Minimum
Goodwill and other intangible assets
Amortization Period (in years)	4 years
Non-compete agreements \| Maximum
Goodwill and other intangible assets
Amortization Period (in years)	5 years
Developed technology
Goodwill and other intangible assets
Gross Amount	$ 15,500	15,500
Accumulated Amortization	$ 6,818	6,107
Amortization Period (in years)	8 years
In-process research and technology
Goodwill and other intangible assets
Gross Amount of Indefinite Lived Intangible Assets	$ 310	310
Customer relationships
Goodwill and other intangible assets
Gross Amount	58,149	58,149
Accumulated Amortization	$ 15,670	$ 14,248
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

DERIVATIVE FINANCIAL INSTRUMENTS (Details) - Cash flow hedge - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Apr. 02, 2021	Apr. 01, 2022	Jan. 31, 2019
Derivative [Line Items]
Accumulated other comprehensive income to interest expense	$ 0.0
Interest swap agreement
Derivative [Line Items]
Notional amount			$ 35.0
Fixed rate (in percent)			2.47%
Effective portion of interest rate swap designated as cash flow hedge before tax effect	$ 0.5
Interest swap agreement \| Forecast
Derivative [Line Items]
Accumulated other comprehensive income to interest expense		$ (0.5)

DERIVATIVE FINANCIAL INSTRUMENTS - Fair Values (Details) - Designated as hedging instruments - Interest swap agreement - USD ($) $ in Thousands	Apr. 02, 2021	Jan. 01, 2021
Accrued liabilities.
Derivatives, Fair Value [Line Items]
Fair value of Derivative Instruments	$ (509)	$ (624)
Other noncurrent (liabilities) assets
Derivatives, Fair Value [Line Items]
Fair value of Derivative Instruments		$ (48)

DERIVATIVE FINANCIAL INSTRUMENTS - Others (Details) - USD ($) $ in Millions	3 Months Ended
	Apr. 02, 2021	Apr. 03, 2020
Cash flow hedge
Derivative [Line Items]
Effective portion	$ 0.2	$ 0.4
Fair Value Hedging
Derivative [Line Items]
Effective portion	$ 0.2	$ 0.4

DERIVATIVE FINANCIAL INSTRUMENTS -Accumulated balances and reporting period activities (Details) $ in Thousands	3 Months Ended
	Apr. 02, 2021 USD ($)
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Balances	$ 169,164
Balances	171,631
Gain (Loss) on Derivative Instruments
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Balances	(488)
Other comprehensive loss before reclassifications	163
Income tax benefit (expense) related to derivative instruments	(35)
Net current-period other comprehensive loss	128
Balances	(360)
Accumulated Other Comprehensive Loss.
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Balances	(488)
Other comprehensive loss before reclassifications	163
Income tax benefit (expense) related to derivative instruments	(35)
Net current-period other comprehensive loss	128
Balances	$ (360)

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21463-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 17
-URI http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 55
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121640130&loc=d3e1436-108581

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 20
-URI http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

DEBT OBLIGATIONS (Details) - USD ($) $ in Thousands	Apr. 02, 2021	Jan. 01, 2021
Debt Obligations
Total debt obligations	$ 110,238	$ 113,996
Issuance costs and debt discounts	(763)	(822)
Total debt maturities	109,475	113,174
Less current portion of long-term debt	(14,488)	(14,996)
Long-term debt portion	94,987	98,178
Term A Loan
Debt Obligations
Total debt obligations	82,500	85,000
Delayed Draw Term Loan Facility
Debt Obligations
Total debt obligations	26,250	27,000
Other debt agreements
Debt Obligations
Total debt obligations	$ 1,488	$ 1,996

DEBT OBLIGATIONS - Line of credit (Details)					3 Months Ended		12 Months Ended
DEBT OBLIGATIONS - Line of credit (Details)	Apr. 30, 2021	Dec. 31, 2020	May 06, 2020	May 05, 2020	Apr. 02, 2021 USD ($)	Apr. 03, 2020 USD ($)	Jan. 01, 2021 USD ($)	Dec. 28, 2018 USD ($)	Jun. 26, 2019 USD ($)	Dec. 20, 2018 USD ($)
Debt Instrument [Line Items]
Borrowings under term loan facility and line of credit						$ 9,000,000
2019 Credit Agreement
Debt Instrument [Line Items]
Minimum fixed charge coverage ratio					1.20
2019 Credit Agreement \| Debt Covenant Threshold Tranche One
Debt Instrument [Line Items]
Minimum total leverage ratio		3.50
2019 Credit Agreement \| Debt Covenant Threshold Tranche Two
Debt Instrument [Line Items]
Minimum total leverage ratio		3.25
Term A Loan \| BMO
Debt Instrument [Line Items]
Amount borrowed to finance acquisition									$ 100,000,000.0
Delayed Draw Term Loan Facility
Debt Instrument [Line Items]
Maximum borrowing capacity									50,000,000.0
Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity									$ 50,000,000.0
Delayed Draw Term Loan And Revolving Credit Facility \| Maximum \| Subsequent Event
Debt Instrument [Line Items]
Commitment fee (as a percent)	0.40%
Delayed Draw Term Loan And Revolving Credit Facility \| Minimum \| Subsequent Event
Debt Instrument [Line Items]
Commitment fee (as a percent)	0.15%
Delayed Draw Term Loan And Revolving Credit Facility \| Debt Interest Period Three [Member] \| Maximum
Debt Instrument [Line Items]
Commitment fee (as a percent)			0.45%
Delayed Draw Term Loan And Revolving Credit Facility \| Debt Interest Period Three [Member] \| Minimum
Debt Instrument [Line Items]
Commitment fee (as a percent)			0.15%
Third Amendment [Member] \| Debt Interest Period Three [Member] \| Federal Funds Effective Swap Rate
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			0.50%
Third Amendment [Member] \| Debt Interest Period Three [Member] \| London Interbank Offered Rate One Month LIBOR \| Minimum
Debt Instrument [Line Items]
Interest rate at end of period (as a percent)			0.75%
Third Amendment [Member] \| Debt Interest Period One [Member] \| London Interbank Offered Rate One Month LIBOR
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)				2.00%
Third Amendment [Member] \| Base rate \| Debt Interest Period Two [Member] \| London Interbank Offered Rate One Month LIBOR
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			2.50%
Third Amendment [Member] \| Base rate \| Debt Interest Period Three [Member] \| London Interbank Offered Rate One Month LIBOR \| Maximum
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			1.50%
Third Amendment [Member] \| Base rate \| Debt Interest Period Three [Member] \| London Interbank Offered Rate One Month LIBOR \| Minimum
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			0.125%
Third Amendment [Member] \| LIBOR \| Debt Interest Period Three [Member] \| London Interbank Offered Rate One Month LIBOR
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			1.00%
Third Amendment [Member] \| LIBOR \| Debt Interest Period Three [Member] \| London Interbank Offered Rate One Month LIBOR \| Maximum
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			2.50%
Third Amendment [Member] \| LIBOR \| Debt Interest Period Three [Member] \| London Interbank Offered Rate One Month LIBOR \| Minimum
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			1.125%
Notes payable for insurance
Debt Instrument [Line Items]
Interest rate (as a percent)							2.75%
Interest and principal payments							$ 200,000
Unsecured notes payable					$ 600,000		1,100,000
Letters of Credit \| Maximum
Debt Instrument [Line Items]
Commitment fee (as a percent)	1.688%		2.50%
Letters of Credit \| Minimum
Debt Instrument [Line Items]
Commitment fee (as a percent)	0.84%		0.84%
Note Payable Onsite Energy Utility Customer \| Utility Customer Agreement
Debt Instrument [Line Items]
Interest rate (as a percent)										4.332%
Unsecured notes payable					800,000		800,000
Amount committed to repay										$ 1,700,000
Notes payable for IBM
Debt Instrument [Line Items]
Interest rate (as a percent)								4.656%
Interest and principal payments								$ 6,000
Notes payable for IBM \| Software Agreements
Debt Instrument [Line Items]
Software cost								$ 200,000
Unsecured notes payable					$ 38,000		$ 57,000

DEBT OBLIGATIONS - Debt Agreements (Details) - USD ($) $ in Millions	Apr. 30, 2021	May 06, 2020	May 05, 2020
Third Amendment [Member]
Debt Instrument [Line Items]
Maximum capital expenditure, debt covenant		$ 7.0
Minimum liquidity		5.0
Maximum aggregate amount of earn-out payments during Relief Period		$ 7.0
London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period One [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			2.00%
Federal Funds Effective Swap Rate \| Third Amendment [Member] \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)		0.50%
Base rate \| London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period Two [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)		2.50%
LIBOR \| London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)		1.00%
Minimum \| Letters of Credit
Debt Instrument [Line Items]
Commitment fee (as a percent)	0.84%	0.84%
Minimum \| Delayed Draw Term Loan And Revolving Credit Facility \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Commitment fee (as a percent)		0.15%
Minimum \| London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Interest rate		0.75%
Minimum \| Base rate \| London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)		0.125%
Minimum \| LIBOR \| London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)		1.125%
Maximum \| Letters of Credit
Debt Instrument [Line Items]
Commitment fee (as a percent)	1.688%	2.50%
Maximum \| Delayed Draw Term Loan And Revolving Credit Facility \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Commitment fee (as a percent)		0.45%
Maximum \| Base rate \| London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)		1.50%
Maximum \| LIBOR \| London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)		2.50%

LEASES - Change in accounting policy (Details) $ in Thousands	3 Months Ended
	Apr. 02, 2021 USD ($)
Leases
Operating lease, option to extend	true
Operating lease, option to terminate	true
Residual value guarantee	$ 0
Minimum
Leases
Operating lease, remaining lease term	1 year
Maximum
Leases
Operating lease, remaining lease term	8 years
Operating lease, extension term	5 years
Operating lease, terminate term	1 year

LEASES - Lease expense (Details) - USD ($) $ in Thousands	3 Months Ended
LEASES - Lease expense (Details) - USD ($) $ in Thousands	Apr. 02, 2021	Apr. 03, 2020
Lease cost
Operating lease cost	$ 1,692	$ 1,742
Amortization of assets	123	155
Interest on lease liabilities	6	9
Total net lease cost	$ 1,821	$ 1,906

LEASES - Impact of Adoption (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2021	Apr. 03, 2020	Jan. 01, 2021
Operating leases:
Right-of-use assets	$ 18,569		$ 20,130
Lease liability	5,584		5,844
Lease liability, less current portion	14,285		15,649
Total lease obligations	19,869		21,493
Finance leases (included in equipment and leasehold improvements, net):
Equipment and leasehold improvements, net	32,129		30,715
Accumulated depreciation and amortization	(19,352)		(18,209)
Total equipment and leasehold improvements, net	12,777		12,506
Finance lease obligations	266		248
Finance lease obligations, less current portion	345		236
Total lease obligations	$ 611		$ 484
Operating Leases	4 years 3 months 7 days		4 years 4 months 24 days
Finance Leases	2 years 3 months 14 days		2 years 7 days
Operating Leases, discount rate	4.40%		4.44%
Finance Leases, discount rate	3.33%		3.74%
Operating lease, rent expense	$ 1,800	$ 1,900
Equipment under finance lease
Finance leases (included in equipment and leasehold improvements, net):
Equipment and leasehold improvements, net	2,572		$ 2,370
Accumulated depreciation and amortization	(1,899)		(1,826)
Total equipment and leasehold improvements, net	$ 673		$ 544

LEASES - Supplemental cash flow information (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2021	Apr. 03, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating leases	$ 1,816	$ 1,705
Operating cash flow from finance leases	6	9
Financing cash flow from finance leases	127	96
Right-of-use assets obtained in exchange for lease liabilities for operating leases	$ 16	$ 984

LEASES - Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Apr. 02, 2021	Jan. 01, 2021
Operating
Remainder of 2021	$ 6,321
2022	5,592
2023	3,442
2024	2,376
2025	2,100
2026 and thereafter	1,957
Total lease payments	21,788
Less: Imputed interest	(1,919)
Total lease obligations	19,869	$ 21,493
Less: Current obligations	5,584	5,844
Noncurrent lease obligations	14,285	15,649
Finance
Remainder of 2021	281
2022	233
2023	99
2024	18
2025	4
Total lease payments	635
Less: Imputed interest	(24)
Total lease obligations	611	484
Finance lease obligations	266	248
Finance lease obligations, less current portion	$ 345	$ 236

COMMITMENTS AND VARIABLE INTEREST ENTITIES - Employee Benefit Plans (Details) $ in Millions	3 Months Ended
	Apr. 02, 2021 USD ($) item	Apr. 03, 2020 USD ($)
COMMITMENTS AND VARIABLE INTEREST ENTITIES
Number of VIE \| item	1
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)	21 years
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 \| $	$ 0.9	$ 0.9

- Definition

Amount of contribution received by defined benefit plan from employer which increases plan assets.

+ References + Details

SEGMENT AND GEOGRAPHICAL INFORMATION (Details) $ in Thousands	3 Months Ended
	Apr. 02, 2021 USD ($) segment	Apr. 03, 2020 USD ($)	Jan. 01, 2021 USD ($)
SEGMENT INFORMATION
Number of reporting segments \| segment	2
Segment reconciliation
Contract revenue	$ 79,086	$ 106,026
Depreciation and amortization	4,187	4,519
Interest expense	1,064	1,513
Segment profit (loss) before income tax expense	(5,224)	(9,759)
Income tax (benefit) expense	(1,458)	(1,605)
Net income (loss)	(3,766)	(8,154)
Segment assets(1)	384,850	412,803	$ 410,323
Energy
Segment reconciliation
Contract revenue	62,007	87,799
Engineering and Consulting
Segment reconciliation
Contract revenue	17,079	18,227
Reporting Segments \| Energy
Segment reconciliation
Contract revenue	62,007	87,799
Depreciation and amortization	3,938	4,236
Interest expense	4	11
Segment profit (loss) before income tax expense	(2,832)	(6,406)
Income tax (benefit) expense	(790)	(1,054)
Net income (loss)	(2,042)	(5,353)
Segment assets(1)	312,341	355,856
Reporting Segments \| Engineering and Consulting
Segment reconciliation
Contract revenue	17,079	18,227
Depreciation and amortization	249	283
Segment profit (loss) before income tax expense	2,110	2,004
Income tax (benefit) expense	589	330
Net income (loss)	1,521	1,676
Segment assets(1)	22,624	24,866
Unallocated Corporate
Segment reconciliation
Interest expense	1,060	1,502
Segment profit (loss) before income tax expense	(4,502)	(5,357)
Income tax (benefit) expense	(1,257)	(881)
Net income (loss)	(3,245)	(4,477)
Segment assets(1)	73,015	55,211
Intersegment
Segment reconciliation
Contract revenue	0	0
Segment assets(1)	$ (23,130)	$ (23,130)

SEGMENT AND GEOGRAPHICAL INFORMATION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2021	Apr. 03, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 79,086	$ 106,026
Domestic
Disaggregation of Revenue [Line Items]
Revenue	79,086	106,026
Energy
Disaggregation of Revenue [Line Items]
Revenue	62,007	87,799
Energy \| Domestic
Disaggregation of Revenue [Line Items]
Revenue	62,007	87,799
Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue	17,079	18,227
Engineering and Consulting \| Domestic
Disaggregation of Revenue [Line Items]
Revenue	17,079	18,227
Commercial
Disaggregation of Revenue [Line Items]
Revenue	7,024	10,103
Commercial \| Energy
Disaggregation of Revenue [Line Items]
Revenue	5,928	8,729
Commercial \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue	1,096	1,374
Government
Disaggregation of Revenue [Line Items]
Revenue	29,484	38,522
Government \| Energy
Disaggregation of Revenue [Line Items]
Revenue	13,555	21,728
Government \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue	15,929	16,794
Utilities
Disaggregation of Revenue [Line Items]
Revenue	42,578	57,401
Utilities \| Energy
Disaggregation of Revenue [Line Items]
Revenue	42,525	57,342
Utilities \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue	53	59
Time-and-materials
Disaggregation of Revenue [Line Items]
Revenue	20,321	28,103
Time-and-materials \| Energy
Disaggregation of Revenue [Line Items]
Revenue	6,900	14,011
Time-and-materials \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue	13,421	14,092
Unit-based
Disaggregation of Revenue [Line Items]
Revenue	42,059	53,994
Unit-based \| Energy
Disaggregation of Revenue [Line Items]
Revenue	39,614	50,890
Unit-based \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue	2,445	3,104
Fixed price
Disaggregation of Revenue [Line Items]
Revenue	16,706	23,929
Fixed price \| Energy
Disaggregation of Revenue [Line Items]
Revenue	15,493	22,898
Fixed price \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue	$ 1,213	$ 1,031

SEGMENT AND GEOGRAPHICAL INFORMATION - Concentration risk (Details)	3 Months Ended
	Apr. 02, 2021 state customer	Apr. 03, 2020 customer
Concentration Risk [Line Items]
Number of States in which Entity Operates \| state	24
Revenue from Contract with Customer Benchmark \| CALIFORNIA
Concentration Risk [Line Items]
Customer concentration risk percentage	34.30%	44.00%
Revenue from Contract with Customer Benchmark \| NEW YORK
Concentration Risk [Line Items]
Customer concentration risk percentage	22.10%	20.40%
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark
Concentration Risk [Line Items]
Number of customers	0	0
Customer concentration risk percentage	10.00%	10.00%
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark \| Energy Segment
Concentration Risk [Line Items]
Number of customers	1	3
Customer concentration risk percentage	10.30%	45.30%
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark \| Engineering And Consulting Segment
Concentration Risk [Line Items]
Number of customers	1	1
Customer concentration risk percentage	17.80%	19.50%
Top Ten Customers \| Customer Concentration Risk \| Revenue from Contract with Customer Benchmark
Concentration Risk [Line Items]
Number of customers	10	10
Customer concentration risk percentage	48.70%	58.10%
Los Angeles Department of Water and Power And The Dormitory Authority State Of New York [[Member] \| Customer Concentration Risk \| Revenue from Contract with Customer Benchmark
Concentration Risk [Line Items]
Number of customers		2
Customer concentration risk percentage		29.20%

INCOME TAXES - Provision (Details) - USD ($)	3 Months Ended
INCOME TAXES - Provision (Details) - USD ($)	Apr. 02, 2021	Dec. 28, 2018
INCOME TAXES
Valuation reserve related to California net operating losses		$ 86,000
Valuation allowance change	$ 0
Liability for uncertain tax positions	$ 0

EARNINGS PER SHARE (EPS) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 02, 2021	Apr. 03, 2020
Earnings (Loss) per share:
Net income (loss)	$ (3,766)	$ (8,154)
Weighted-average common shares outstanding (in shares)	12,147	11,510
Weighted-average common shares outstanding-diluted (in shares)	12,147	11,510
Earnings (Loss) per share:
Basic	$ (0.31)	$ (0.71)
Diluted	$ (0.31)	$ (0.71)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

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-Name Accounting Standards Codification
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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions	Apr. 30, 2021	Apr. 29, 2021	May 06, 2020	May 05, 2020
Third Amendment [Member]
Debt Instrument [Line Items]
Maximum aggregate amount of earn-out payments during Relief Period			$ 7.0
Maximum capital expenditure, debt covenant			7.0
Minimum liquidity			$ 5.0
Third Amendment [Member] \| Subsequent Event
Debt Instrument [Line Items]
Maximum aggregate amount of earn-out payments during Relief Period		$ 7.0
Fourth Amendment [Member] \| Subsequent Event
Debt Instrument [Line Items]
Maximum aggregate amount of earn-out payments during Relief Period	$ 17.0
Maximum capital expenditure, debt covenant	15.0
Minimum liquidity	$ 10.0
London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period One [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)				2.00%
Federal Funds Effective Swap Rate \| Third Amendment [Member] \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			0.50%
Base rate \| London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period Two [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			2.50%
LIBOR \| London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			1.00%
Minimum \| Letters of Credit
Debt Instrument [Line Items]
Commitment fee (as a percent)	0.84%		0.84%
Minimum \| Delayed Draw Term Loan And Revolving Credit Facility \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Commitment fee (as a percent)			0.15%
Minimum \| Delayed Draw Term Loan And Revolving Credit Facility \| Subsequent Event
Debt Instrument [Line Items]
Commitment fee (as a percent)	0.15%
Minimum \| LIBOR \| Fourth Amendment [Member] \| Subsequent Event
Debt Instrument [Line Items]
Interest rate	0.00%
Minimum \| London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Interest rate			0.75%
Minimum \| Base rate \| London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			0.125%
Minimum \| Base rate \| Base rate \| Fourth Amendment [Member] \| Subsequent Event
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)	0.125%
Minimum \| LIBOR \| LIBOR \| Fourth Amendment [Member] \| Subsequent Event
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)	1.125%
Minimum \| LIBOR \| London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			1.125%
Maximum \| Letters of Credit
Debt Instrument [Line Items]
Commitment fee (as a percent)	1.688%		2.50%
Maximum \| Delayed Draw Term Loan And Revolving Credit Facility \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Commitment fee (as a percent)			0.45%
Maximum \| Delayed Draw Term Loan And Revolving Credit Facility \| Subsequent Event
Debt Instrument [Line Items]
Commitment fee (as a percent)	0.40%
Maximum \| Base rate \| London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			1.50%
Maximum \| Base rate \| Base rate \| Fourth Amendment [Member] \| Subsequent Event
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)	1.25%
Maximum \| LIBOR \| LIBOR \| Fourth Amendment [Member] \| Subsequent Event
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)	2.25%
Maximum \| LIBOR \| London Interbank Offered Rate One Month LIBOR \| Third Amendment [Member] \| Debt Interest Period Three [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)			2.50%