0001558370-22-007478 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Apr. 01, 2022	May 04, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Apr. 01, 2022
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		13,205,572
Current Fiscal Year End Date	--12-30
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Entity Central Index Key	0001370450
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Apr. 01, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 7,651	$ 11,221
Accounts receivable, net of allowance for doubtful accounts of $897 and $1,115 at April 1, 2022 and December 31, 2021, respectively	49,477	67,211
Contract assets	59,184	59,288
Other receivables	7,772	6,267
Prepaid expenses and other current assets	4,777	4,972
Total current assets	128,861	148,959
Equipment and leasehold improvements, net	18,343	16,757
Goodwill	130,124	130,124
Right-of-use assets	14,315	15,177
Other intangible assets, net	49,866	52,713
Other assets	13,406	13,843
Deferred income taxes, net	17,822	16,849
Total assets	372,737	394,422
Current liabilities:
Accounts payable	19,894	36,672
Accrued liabilities	27,154	35,680
Contingent consideration payable	912	10,206
Contract liabilities	11,068	13,499
Notes payable	16,357	15,036
Finance lease obligations	732	539
Lease liability	5,629	5,575
Total current liabilities	81,746	117,207
Contingent consideration payable		832
Notes payable	100,324	85,538
Finance lease obligations, less current portion	1,291	778
Lease liability, less current portion	9,760	10,768
Other noncurrent liabilities	78	78
Total liabilities	193,199	215,201
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; 13,206 and 12,804 shares issued and outstanding at April 1, 2022 and December 31, 2021, respectively	132	128
Additional paid-in capital	171,080	167,032
Accumulated other comprehensive loss		(38)
Retained earnings	8,326	12,099
Total stockholders' equity	179,538	179,221
Total liabilities and stockholders' equity	$ 372,737	$ 394,422

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Apr. 01, 2022	Dec. 31, 2021
Accounts receivable, allowance for doubtful accounts
Accounts receivable, allowance for doubtful accounts	$ 897	$ 1,115
Preferred stock
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	40,000,000	40,000,000
Common stock, shares issued (in shares)	13,206,000	12,804,000
Common stock, shares outstanding (in shares)	13,206,000	12,804,000

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 01, 2022	Apr. 02, 2021
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Contract revenue	$ 91,838	$ 79,086
Direct costs of contract revenue (inclusive of directly related depreciation and amortization):
Salaries and wages	18,810	15,820
Subcontractor services and other direct costs	41,668	31,134
Total direct costs of contract revenue	60,478	46,954
General and administrative expenses:
Salaries and wages, payroll taxes and employee benefits	19,357	19,444
Facilities and facility related	2,398	2,643
Stock-based compensation	3,305	4,206
Depreciation and amortization	4,409	4,187
Other	7,499	5,841
Total general and administrative expenses	36,968	36,321
Income (Loss) from operations	(5,608)	(4,189)
Other income (expense):
Interest expense, net	(751)	(1,064)
Other, net	197	29
Total other expense, net	(554)	(1,035)
Income (Loss) before income taxes	(6,162)	(5,224)
Income tax (benefit) expense	(2,389)	(1,458)
Net income (loss)	(3,773)	(3,766)
Other comprehensive income (loss):
Unrealized gain (loss) on derivative contracts, net of tax	38	128
Comprehensive income (loss)	$ (3,735)	$ (3,638)
Earnings (loss) per share:
Basic (in dollars per share)	$ (0.30)	$ (0.31)
Diluted (in dollars per share)	$ (0.30)	$ (0.31)
Weighted-average shares outstanding:
Basic (in shares)	12,786	12,147
Diluted (in shares)	12,786	12,147

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Total
Balances at Jan. 01, 2021	$ 122	$ 149,014	$ (488)	$ 20,516	$ 169,164
Balances (in shares) at Jan. 01, 2021	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)
Other comprehensive income			128		128
Balances at Apr. 02, 2021	$ 125	155,116	(360)	16,750	171,631
Balances (in shares) at Apr. 02, 2021	12,508
Balances at Dec. 31, 2021	$ 128	167,032	(38)	12,099	$ 179,221
Balances (in shares) at Dec. 31, 2021	12,804				12,804
Increase (Decrease) in Stockholders' Equity
Shares of common stock issued in connection with employee stock purchase plan	$ 1	1,560			$ 1,561
Shares of common stock issued in connection with employee stock purchase plan (in shares)	52
Shares of common stock issued in connection with incentive stock plan		23			23
Shares of common stock issued in connection with incentive stock plan (in shares)	4
Shares used to pay taxes on stock grants		(837)			(837)
Shares used to pay taxes on stock grants (in shares)	(27)
Issuance of restricted stock award and units	$ 3	(3)
Issuance of restricted stock award and units (in shares)	373
Stock-based compensation expense		3,305			3,305
Net income (loss)				(3,773)	(3,773)
Other comprehensive income			$ 38		38
Balances at Apr. 01, 2022	$ 132	$ 171,080		$ 8,326	$ 179,538
Balances (in shares) at Apr. 01, 2022	13,206				13,206

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2022	Apr. 02, 2021
Cash flows from operating activities:
Net income (loss)	$ (3,773)	$ (3,766)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,409	4,187
Deferred income taxes, net	(973)	(1,058)
(Gain) loss on sale/disposal of equipment	(36)	1
Provision for doubtful accounts	64	170
Stock-based compensation	3,305	4,206
Accretion and fair value adjustments of contingent consideration	80	398
Changes in operating assets and liabilities, net of effects from business acquisitions:
Accounts receivable	17,670	17,819
Contract assets	104	(4,547)
Other receivables	(1,505)	1,015
Prepaid expenses and other current assets	253	974
Other assets	437	3,952
Accounts payable	(16,778)	(15,122)
Accrued liabilities	(8,488)	(3,801)
Contract liabilities	(2,431)	1,280
Right-of-use assets	(92)	(63)
Net cash provided by operating activities	(7,754)	5,645
Cash flows from investing activities:
Purchase of equipment and leasehold improvements	(2,103)	(1,327)
Proceeds from sale of equipment	39	8
Net cash used in investing activities	(2,064)	(1,319)
Cash flows from financing activities:
Payments on contingent consideration	(10,206)	(5,371)
Payments on notes payable	(701)	(508)
Borrowings under term loan facility and line of credit	20,000
Repayments under term loan facility and line of credit	(3,250)	(3,250)
Principal payments on finance leases	(342)	(127)
Proceeds from stock option exercise	23	527
Proceeds from sales of common stock under employee stock purchase plan	1,561	1,385
Cash used to pay taxes on stock grants	(837)	(12)
Restricted Stock Award and Units		(1)
Net cash provided by (used in) financing activities	6,248	(7,357)
Net increase (decrease) in cash and cash equivalents	(3,570)	(3,031)
Cash and cash equivalents at beginning of period	11,221	28,405
Cash and cash equivalents at end of period	7,651	25,374
Cash paid (received) during the period for:
Interest	699	954
Income taxes	(385)	(320)
Supplemental disclosures of noncash investing and financing activities:
(Gain) loss on cash flow hedge valuations, net of tax	38	128
Equipment acquired under finance leases	$ 1,048	$ 254

ORGANIZATION AND OPERATIONS OF THE COMPANY

3 Months Ended

Apr. 01, 2022

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 December 31, 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 December 31, 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 2022, which ends on December 30, 2022, will be comprised of 52 weeks, with all quarters consisting of 13 weeks each. Fiscal year 2021, which ended on December 31, 2021, was comprised of 52 weeks, with all 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.

Historical and Current Impact of Covid-19

The coronavirus (“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 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 followed by phased re-openings that began in May 2020, followed by periods of curtailments as a result of resurgences of Covid-19 cases, and subsequent re-openings through 2020 and 2021. The Company’s largest program for the Los Angeles Department of Water and Power (“LADWP”) resumed only in the third quarter of fiscal 2021 and was the Company’s last program suspended due to Covid-19. In addition, through fiscal year 2020 and 2021, none of the Company’s contracts were cancelled due to Covid-19.

In the Energy segment, the Company 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 continued in California through the Company’s first half of fiscal 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 were determined to be “essential” by government authorities or continued to progress during the pandemic.

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

Through the current fiscal year 2022, while none of the Company’s current programs are under suspension due to Covid-19 restrictions, certain market segments such as small business customers of major utilities continue to experience lingering impacts of the reduced economic activity due to the Covid-19 related mandates in 2020 and 2021. As of May 4, 2022, none of the Company’s contracts were cancelled as a result of Covid-19.

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

As of April 1, 2022, 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 fiscal year 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” or “master service agreement” 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 its 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 December 31, 2021. While Covid-19 has had an adverse effect on the Company’s business, financial condition and results of operations, the Company is unable to predict the extent or duration of future impacts at this time.

Health and Safety

In response to the Covid-19 pandemic, the Company has taken and will continue to take 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 similar measures until it has been 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.

RECENT ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Apr. 01, 2022

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

2. RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Pronouncements Recently Adopted

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 adopted this standard effective March 8, 2022. The Company’s previous exposure to LIBOR rates included its credit facilities and swap agreement. The adoption of this standard did not have a material impact to the Company’s 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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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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+ Details

REVENUES

3 Months Ended

Apr. 01, 2022

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 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. The Company also derives revenue from software licenses and professional services and maintenance fees. In accordance with ASC 606, the Company performs an assessment of each contract to identify the performance obligations, determine the overall transaction price for the contract, allocate the transaction price to the performance obligations, and recognize the revenue when the performance obligations are satisfied. The Company utilizes the residual approach by which it estimates the standalone selling price by reference to the total transaction price less the sum of the observable standalone selling prices of other goods or services promised in the contract. The software license revenue is typically recognized at a point in time when control is transferred to the client, which is defined as the point in time when the client can use and benefit from the license. The software license is delivered before related services are provided and is functional without services, updates, or technical support. Related professional services include training and support services in which the standalone selling price is determined based on an input measure of hours incurred to total estimated hours and is recognized over time, usually which is the life of the contract.

To determine the proper revenue recognition method for contracts, the Company evaluates whether two or more contracts should be combined and accounted for as one single contract and whether the combined contract should be accounted for as one performance obligation. With respect to the Company’s contracts, it is rare that multiple contracts should be combined into a single performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate a single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts, which is mainly because the Company provides a significant service of integrating a complex set of tasks and components into a single project or capability.

The Company may enter into contracts that include separate phases or elements. If each phase or element is negotiated separately based on the technical resources required and/or the supply and demand for the services being provided, the Company evaluates if the contracts should be segmented. If certain criteria are met, the contracts would be segmented which could result in revenues being assigned to the different elements or phases with different rates of profitability based on the relative value of each element or phase to the estimated total contract revenue. Segmented contracts may comprise up to approximately 2.0% to 3.0% of the Company’s consolidated contract revenue.

Contracts that cover multiple phases or elements of the project or service lifecycle (development, construction and maintenance and support) may be considered to have multiple performance obligations even when they are part of a single contract. For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. For the periods presented, the value of the separate performance obligations under contracts with multiple 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. As of April 1, 2022 and December 31, 2021, contract assets included retainage of approximately $5.2 million and $4.5 million, respectively.

- 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 https://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
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

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 8: 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. 01, 2022

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 1, 2022, the Company did not sell any trade accounts receivable. 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.

Equipment and Leasehold Improvements


	April 1,		December 31,
	2022		2021
	(in thousands)
Furniture and fixtures	$	4,070	$	4,070
Computer hardware and software		28,463		26,425
Leasehold improvements		3,011		3,011
Equipment under finance leases		4,266		3,286
Automobiles, trucks, and field equipment		3,134		3,099
Subtotal		42,944		39,891
Accumulated depreciation and amortization		(24,601)		(23,134)
Equipment and leasehold improvements, net	$	18,343	$	16,757

Included in accumulated depreciation and amortization is $0.2 million and $0.6 million of amortization expense related to equipment held under finance leases for the three months ended April 1, 2022 and for fiscal year 2021, respectively.

Accrued Liabilities


	April 1,		December 31,
	2022		2021
	(in thousands)
Accrued subcontractor costs	$	16,060	$	19,727
Employee withholdings		4,670		2,665
Compensation and payroll taxes		3,460		2,244
Other		1,910		2,750
Accrued bonuses		603		7,767
Accrued workers’ compensation insurance		451		527
Total accrued liabilities	$	27,154	$	35,680

Goodwill


	December 31,		Additional		Additions /		April 1,
	2021		Purchase Cost		Adjustments		2022
	(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 1, 2022.

Intangible Assets


	April 1, 2022				December 31, 2021
	Gross		Accumulated		Gross		Accumulated		Amortization
	Amount		Amortization		Amount		Amortization		Period
	(in thousands)								(in years)
Finite:
Backlog	$	7,944	$	7,438	$	7,944	$	7,222	1.0
Tradename		15,911		9,495		15,911		8,997	2.5	-	6.0
Non-compete agreements		1,420		1,418		1,420		1,413	4.0	-	5.0
Developed technology		15,810		9,681		15,500		8,950	8.0
Customer relationships		58,149		21,336		58,149		19,939	5.0	-	8.0
Total finite intangible assets		99,234		49,368		98,924		46,521
In-process research and technology ⁽¹⁾		—		—		310		—
Total intangible assets	$	99,234	$	49,368	$	99,234	$	46,521

(1)

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

During the three months ended April 1, 2022, the Company reclassified $0.3 million of in-process research and technology to developed technology and commenced amortization over its estimated useful life.

DERIVATIVE FINANCIAL INSTRUMENTS

3 Months Ended

Apr. 01, 2022

DERIVATIVE FINANCIAL INSTRUMENTS

DERIVATIVE FINANCIAL INSTRUMENTS

5. DERIVATIVE FINANCIAL INSTRUMENTS

From time to time, 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 had total notional amount of $35.0 million and had a fixed annual interest rate of 2.47%. The interest rate swap expired on January 31, 2022.

At its expiration, changes in the fair value of the Company’s interest rate swap agreement were immaterial to the Company’s condensed consolidated financial statements and were included in accrued liabilities in the condensed consolidated balance sheet.

At its expiration, the effective portion of the Company’s interest rate swap agreement designated as a cash flow hedge was immaterial to the Company’s condensed consolidated financial statements, and all amounts were reclassified from accumulated other comprehensive income to interest expense.

As of April 1, 2022, the Company had no derivative financial instruments in place.

DEBT OBLIGATIONS

3 Months Ended

Apr. 01, 2022

DEBT OBLIGATIONS

DEBT OBLIGATIONS

6. DEBT OBLIGATIONS

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


	April 1,		December 31,
	2022		2021
	(in thousands)
Outstanding borrowings on Term A Loan	$	72,500	$	75,000
Outstanding borrowings on Revolving Credit Facility		—		—
Outstanding borrowings on Delayed Draw Term Loan		43,250		24,000
Other debt agreements		1,460		2,161
Total debt		117,210		101,161
Issuance costs and debt discounts		(529)		(587)
Subtotal		116,681		100,574
Less current portion of long-term debt		16,357		15,036
Long-term debt portion	$	100,324	$	85,538

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, the Second Amendment, dated as of November 6, 2019, the Third Amendment, dated as of May 6, 2020, and the Fourth Amendment, dated April 30, 2021, 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 Fourth Amendment to the Amended and Restated Credit Agreement, dated as of April 30, 2021 (the “Fourth Amendment”), 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 6.00 to 1.00 through June 26, 2020, 7.75 to 1.00 through September 25, 2020, 7.50 to 1.00 through January 1, 2021, 6.25 to 1.00 through April 2, 2021, 4.00 to 1.00 through July 2, 2021, and 3.25 to 1.00 through October 1, 2021 and 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, except during the period from May 6, 2020 until July 2, 2021 (the “Initial Covenant Relief Period”), when the maximum Leverage Ratio was increased and the covenant to maintain a minimum FCCR Ratio was replaced with a covenant to maintain a minimum Adjusted EBITDA (as defined in the Third Amendment). In addition, during the Initial Covenant Relief Period, no delayed draw term loans could be borrowed under the Credit Facilities and the Company was prohibited from engaging in share repurchases or making any Permitted Acquisitions (as defined in the Credit Agreement). Additionally, during the Initial Covenant Relief Period, the aggregate amount of all capital expenditures made by the Company could not exceed $7.0 million, and the Company was 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 Initial Covenant Relief Period would exceed $7.0 million.

Pursuant to the Fourth Amendment, the Initial Covenant Relief Period was extended 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) increased the maximum Leverage Ratio the Company was permitted to maintain to 4.50 to 1.00 through June 30, 2021, 5.25 to 1.00 through September 30, 2021, 4.50 to 1.00 through December 31, 2021, 4.25 to 1.00 through March 31, 2022, and 3.25 to 1.00 through June 30, 2022 and thereafter, (B) established the minimum Adjusted EBITDA thresholds (as defined in the Third Amendment) for the remainder of the Amended Covenant Relief Period, (C) removed the previous prohibition during the Initial Covenant Relief Period on the Company’s ability to make delayed draw term loan borrowings, (D) removed 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) increased the maximum amount of earn-out payments the Company was 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.

In accordance with the Fourth Amendment, borrowings under the Credit Agreement bore interest at all times other than during the Initial Covenant Relief Period, at either a Base Rate or London Inter-Bank Offered Rate (“LIBOR”), each as defined in the Credit Agreement, at the Company’s option, and in each case plus an applicable margin, which applicable margin ranged 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 could not be less than 0.00%. The Company also agreed to pay a commitment fee for the unused portion of the Revolving Credit Facility and the delayed draft term loan facility, which ranged 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 ranged 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.

The Credit Agreement includes customary events of default and 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.

Fifth Amendment to the Credit Agreement

On March 8, 2022, the Company entered into the Fifth Amendment to the Amended and Restated Credit Agreement (the “Fifth Amendment”). The Fifth Amendment extended the Amended Covenant Relief Period from March 31, 2022 to and including the earlier of (i) December 30, 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 Fifth Amendment (the “Third Covenant Relief Period,” and together with the Amended Covenant Relief Period, the “Extended Covenant Relief Period”).

The Fifth Amendment also (A) amended the minimum Adjusted EBITDA (as defined in the Fifth Amendment) thresholds for the remainder of the Extended Covenant Relief Period, (B) increased the maximum Leverage Ratio (as defined in the Credit Agreement) the Company is permitted to maintain through the fiscal quarter ending on December 31, 2022, (C) funded to the Company, on the date of closing, the remaining $20.0 million in available funds from the

Delayed Draw Term Loan, and (D) amended the pricing structure of borrowings under the Credit Agreement from utilizing as a reference rate the LIBOR to utilizing the Secured Overnight Financing Rate (‘SOFR”). Additionally, during the remainder of the Covenant Relief Period, the aggregate amount of all capital expenditures made by the Company may not exceed $20.0 million.

Pursuant to the Fifth Amendment, during the Extended Covenant Relief Period, borrowings under the Credit Agreement will bear interest at either a Base Rate or SOFR (plus 0.10% or 0.15% depending on the interest period), 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 1.50% with respect to Base Rate borrowings and 1.125% to 2.50% with respect to SOFR borrowings, depending on the Leverage Ratio; provided, that SOFR 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 under the Credit Agreement, which will range 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 will range from 0.84% to 1.875% per annum, in each case, depending on whether such letter of credit is a performance or financial letter of credit and the Leverage Ratio.

After the Extended Covenant Relief Period, borrowings under the Credit Agreement will bear interest at either a Base Rate or SOFR (plus 0.10% or 0.15% depending on the interest period), 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 SOFR borrowings, depending on the Leverage Ratio; provided, that SOFR 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 under the Credit Agreement, 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.

As of April 1, 2022, the Company was in compliance with all covenants contained in the Credit Agreement, as amended by the Fifth Amendment.

Other Debt Agreements

The Company’s other debt agreements are related to financed insurance premiums, a financed software agreement, and a utility customer agreement and are immaterial to the Company’s Condensed Consolidated Financial Statements.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
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-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (b)
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-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

LEASES

3 Months Ended

Apr. 01, 2022

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 2026.

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 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 the Company’s month-to-month leases are cancelable by the Company or the lessor, at any time, and are not included in the Company’s right-of-use asset or lease liability. As of April 1, 2022, 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 1,		April 2,
	2022		2021
	(in thousands)
Operating lease cost	$	1,578	$	1,692
Finance lease cost:
Amortization of assets		233		123
Interest on lease liabilities		14		6
Total net lease cost	$	1,825	$	1,821

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


	April 1,			December 31,
	2022			2021
	(in thousands)
Operating leases:
Right-of-use assets	$	14,315		$	15,177

Lease liability	$	5,629		$	5,575
Lease liability, less current portion		9,760			10,768
Total lease liabilities	$	15,389		$	16,343

Finance leases (included in equipment and leasehold improvements, net):
Equipment and leasehold improvements, net	$	4,266		$	3,286
Accumulated depreciation		(2,111)			(1,947)
Total equipment and leasehold improvements, net	$	2,155		$	1,339

Finance lease obligations	$	732		$	539
Finance lease obligations, less current portion		1,291			778
Total finance lease obligations	$	2,023		$	1,317

Weighted average remaining lease term (in years):
Operating Leases		3.62			3.79
Finance Leases		2.68			2.62

Weighted average discount rate:
Operating Leases		4.24	%		4.28	%
Finance Leases		2.58	%		2.78	%

Rent expense was $1.6 million and $1.8 million for the three months ended April 1, 2022 and April 2, 2021, respectively.

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


	Three Months Ended
	April 1,		April 2,
	2022		2021

	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating leases	$	1,670	$	1,816
Operating cash flow from finance leases		14		6
Financing cash flow from finance leases		342		127

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	525	$	16

The following is a summary of the maturities of lease liabilities as of April 1, 2022:


	Operating		Finance
	(in thousands)
Fiscal year:
Remainder of 2022	$	4,727	$	556
2023		4,539		833
2024		2,767		575
2025		2,084		91
2026		2,036		40
2027 and thereafter		453		1
Total lease payments		16,606		2,096
Less: Imputed interest		(1,217)		(73)
Total lease obligations		15,389		2,023
Less: Current obligations		5,629		732
Noncurrent lease obligations	$	9,760	$	1,291

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. 01, 2022

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. Company contributions are made solely at the discretion of the Company’s board of directors.

The Company’s defined contribution plan (the “Plan”) covers employees who have completed three months of service and who have attained 21 years of age. Employees may elect to contribute up to 50% of their compensation limited to the amount allowed by tax laws. The Company elects to make matching contributions equal to 50% of the participants’ contributions to the Plan, up to 6% of the individual participant’s compensation, and subject to a maximum of $3,000 per employee. Under the Plan, the Company’s matching contributions to employee accounts are discretionary.

During the three months ended April 1, 2022 and April 2, 2021, the Company made matching contributions of $1.0 million and $0.9 million, respectively.

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 1, 2022, the Company had one VIE — Genesys.

SEGMENT AND GEOGRAPHICAL INFORMATION

3 Months Ended

Apr. 01, 2022

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 1, 2022 and April 2, 2021. 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 1, 2022
Contract revenue	$	74,886	$	16,952	$	-	$	-	$	91,838
Depreciation and amortization		4,157		252		-		-		4,409
Interest expense, net		4		-		747		-		751
Segment profit (loss) before income tax expense		(4,353)		2,107		(3,916)		-		(6,162)
Income tax expense (benefit)		(1,687)		817		(1,519)		-		(2,389)
Net income (loss)		(2,665)		1,290		(2,398)		-		(3,773)
Segment assets ⁽¹⁾		336,957		22,979		35,931		(23,130)		372,737
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

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

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


	Three months ended April 1, 2022
	Energy		Engineering and Consulting		Total
	(in thousands)
Contract Type
Time-and-materials	$	8,818	$	13,001	$	21,819
Unit-based		42,957		2,984		45,941
Fixed price		23,110		968		24,078
Total⁽¹⁾	$	74,886	$	16,952	$	91,838

Client Type
Commercial	$	8,089	$	1,478	$	9,567
Government		18,359		15,453		33,812
Utilities⁽²⁾		48,437		21		48,458
Total⁽¹⁾	$	74,886	$	16,952	$	91,838

Geography ⁽³⁾
Domestic	$	74,886	$	16,952	$	91,838


	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

(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 1, 2022 and April 2, 2021.

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 23 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 1, 2022 nor the three months ended April 2, 2021.

Customer Concentration

For the three months ended April 1, 2022 and April 2, 2021, the Company’s top 10 customers accounted for 54.2%, and 48.7%, respectively, of the Company’s consolidated contract revenue. For the three months ended April 1, 2022, the Company had one customer, LADWP, that accounted for 17.1% of its consolidated contract revenues. For the three months ended April 2, 2021, the Company did not have any individual customers that accounted for more than 10% of its consolidated contract revenues.

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 1, 2022, the Company derived 32.1% of its Energy segment revenues from two customers, LADWP and Duke Energy. For the three months ended April 1, 2022, no single customer accounted for 10% or more of its Engineering and Consulting segment 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.

The Company’s largest clients are based in California and New York. For the three months ended April 1, 2022 and April 2, 2021, services provided to clients in California accounted for 43.6%, and 34.3%, respectively, of the Company’s contract revenue and services provided to clients in New York accounted for 19.0% and 22.1%, 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
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 21
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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+ Details

INCOME TAXES

3 Months Ended

Apr. 01, 2022

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. At the end of fiscal year 2018, 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, at that time, the Company recorded a valuation allowance in the amount of $86,000 related to California net operating losses. During fiscal year 2021, the Company determined that it was more-likely-than-not that the New Jersey net operating losses will not be utilized prior to expiration and, accordingly, recorded a valuation allowance of $1.1 million. Significant pieces of objective evidence evaluated included the Company’s proportional increase of revenue to other states resulting in a dilution of New Jersey sourced income as well as the Company’s forecasted amount of net operating loss utilization in New Jersey for certain members of the combined group. At the end of fiscal year 2021, the total valuation allowance was $1.2 million, compared to a balance of $86,000 for fiscal year 2020.

As of April 1, 2022, 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 1, 2022, 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 1, 2022.

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. During the three months ended April 1, 2022, the Company did not record 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 $2.4 million for the three months ended April 1, 2022 as compared to an income tax benefit of $1.5 million for the three months ended April 2, 2021. During the three months ended April 1, 2022, the difference between the effective tax rate and the federal statutory rate was primarily attributable to state taxes, non-deductible stock compensation, nondeductible executive compensation, research and development tax credits, and the commercial building energy efficiency deduction. 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.

On June 10, 2021, the Company received notice from the State of New York indicating that the Company’s 2017, 2018, and 2019 state tax returns were under examination. As of April 1, 2022, the examination was finalized and there were no changes made by the State of New York to the state tax returns filed.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

EARNINGS PER SHARE (EPS)

3 Months Ended

Apr. 01, 2022

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 1,		April 2,
	2022		2021
	(in thousands, except per share amounts)
Net income (loss)	$	(3,773)	$	(3,766)
Weighted-average common shares outstanding		12,786		12,147
Effect of dilutive stock options and restricted stock awards		—		—
Weighted-average common shares outstanding-diluted		12,786		12,147
Earnings (Loss) per share:
Basic	$	(0.30)	$	(0.31)
Diluted	$	(0.30)	$	(0.31)

For the three months ended April 1, 2022 and April 2, 2021, 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. 01, 2022

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. 01, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

13. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, Subsequent Events, the Company evaluates subsequent events up until the date the condensed consolidated financial statements are issued. As of May 5, 2022, there were no subsequent events required to be reported.

ORGANIZATION AND OPERATIONS OF THE COMPANY (Policies)	3 Months Ended
ORGANIZATION AND OPERATIONS OF THE COMPANY (Policies)	Apr. 01, 2022
ORGANIZATION AND OPERATIONS OF THE COMPANY
Basis of Presentation	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 December 31, 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 December 31, 2021. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year.
Fiscal Years	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 2022, which ends on December 30, 2022, will be comprised of 52 weeks, with all quarters consisting of 13 weeks each. Fiscal year 2021, which ended on December 31, 2021, was comprised of 52 weeks, with all quarters consisting of 13 weeks each. All references to years in the notes to consolidated financial statements represent fiscal years.
Use of Estimates	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.
Historical and Current Impact of Covid-19	Historical and Current Impact of Covid-19 The coronavirus (“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 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 followed by phased re-openings that began in May 2020, followed by periods of curtailments as a result of resurgences of Covid-19 cases, and subsequent re-openings through 2020 and 2021. The Company’s largest program for the Los Angeles Department of Water and Power (“LADWP”) resumed only in the third quarter of fiscal 2021 and was the Company’s last program suspended due to Covid-19. In addition, through fiscal year 2020 and 2021, none of the Company’s contracts were cancelled due to Covid-19. In the Energy segment, the Company 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 continued in California through the Company’s first half of fiscal 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 were determined to be “essential” by government authorities or continued to progress during the pandemic. In the Engineering and Consulting segment, the Company’s revenues were less affected by Covid-19 than the revenues in the Energy segment. The services in this segment were generally deemed “essential” by the government and continued to operate while abiding social distancing measures. Through the current fiscal year 2022, while none of the Company’s current programs are under suspension due to Covid-19 restrictions, certain market segments such as small business customers of major utilities continue to experience lingering impacts of the reduced economic activity due to the Covid-19 related mandates in 2020 and 2021. As of May 4, 2022, none of the Company’s contracts were cancelled as a result of Covid-19. Asset and liability valuation and other estimates used in preparation of financial statements As of April 1, 2022, 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 fiscal year 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” or “master service agreement” 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 its 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 December 31, 2021. While Covid-19 has had an adverse effect on the Company’s business, financial condition and results of operations, the Company is unable to predict the extent or duration of future impacts at this time. Health and Safety In response to the Covid-19 pandemic, the Company has taken and will continue to take 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 similar measures until it has been 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.

RECENT ACCOUNTING PRONOUNCEMENTS (Policies)

3 Months Ended

Apr. 01, 2022

RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Pronouncements Recently Adopted and Recently Issued

Accounting Pronouncements Recently Adopted

REVENUES (Policies)

3 Months Ended

Apr. 01, 2022

Revenues [Abstract]

Revenue Recognition

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

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130561-203045

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+ Details

REVENUES (Tables)

3 Months Ended

Apr. 01, 2022

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. 01, 2022

SUPPLEMENTAL FINANCIAL STATEMENT DATA

Schedule of equipment and leasehold improvements


	April 1,		December 31,
	2022		2021
	(in thousands)
Furniture and fixtures	$	4,070	$	4,070
Computer hardware and software		28,463		26,425
Leasehold improvements		3,011		3,011
Equipment under finance leases		4,266		3,286
Automobiles, trucks, and field equipment		3,134		3,099
Subtotal		42,944		39,891
Accumulated depreciation and amortization		(24,601)		(23,134)
Equipment and leasehold improvements, net	$	18,343	$	16,757

Schedule of accrued liabilities


	April 1,		December 31,
	2022		2021
	(in thousands)
Accrued subcontractor costs	$	16,060	$	19,727
Employee withholdings		4,670		2,665
Compensation and payroll taxes		3,460		2,244
Other		1,910		2,750
Accrued bonuses		603		7,767
Accrued workers’ compensation insurance		451		527
Total accrued liabilities	$	27,154	$	35,680

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


	December 31,		Additional		Additions /		April 1,
	2021		Purchase Cost		Adjustments		2022
	(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 1, 2022				December 31, 2021
	Gross		Accumulated		Gross		Accumulated		Amortization
	Amount		Amortization		Amount		Amortization		Period
	(in thousands)								(in years)
Finite:
Backlog	$	7,944	$	7,438	$	7,944	$	7,222	1.0
Tradename		15,911		9,495		15,911		8,997	2.5	-	6.0
Non-compete agreements		1,420		1,418		1,420		1,413	4.0	-	5.0
Developed technology		15,810		9,681		15,500		8,950	8.0
Customer relationships		58,149		21,336		58,149		19,939	5.0	-	8.0
Total finite intangible assets		99,234		49,368		98,924		46,521
In-process research and technology ⁽¹⁾		—		—		310		—
Total intangible assets	$	99,234	$	49,368	$	99,234	$	46,521

(1)

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

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
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-Subparagraph (h)
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

DEBT OBLIGATIONS (Tables)

3 Months Ended

Apr. 01, 2022

DEBT OBLIGATIONS

Schedule of debt obligations, excluding obligations under capital leases


	April 1,		December 31,
	2022		2021
	(in thousands)
Outstanding borrowings on Term A Loan	$	72,500	$	75,000
Outstanding borrowings on Revolving Credit Facility		—		—
Outstanding borrowings on Delayed Draw Term Loan		43,250		24,000
Other debt agreements		1,460		2,161
Total debt		117,210		101,161
Issuance costs and debt discounts		(529)		(587)
Subtotal		116,681		100,574
Less current portion of long-term debt		16,357		15,036
Long-term debt portion	$	100,324	$	85,538

LEASES (Tables)

3 Months Ended

Apr. 01, 2022

LEASES

Summary of the Lease Expense


	Three Months Ended
	April 1,		April 2,
	2022		2021
	(in thousands)
Operating lease cost	$	1,578	$	1,692
Finance lease cost:
Amortization of assets		233		123
Interest on lease liabilities		14		6
Total net lease cost	$	1,825	$	1,821

Summary of Lease Information Presented on the Condensed Consolidated Balance Sheet


	April 1,			December 31,
	2022			2021
	(in thousands)
Operating leases:
Right-of-use assets	$	14,315		$	15,177

Lease liability	$	5,629		$	5,575
Lease liability, less current portion		9,760			10,768
Total lease liabilities	$	15,389		$	16,343

Finance leases (included in equipment and leasehold improvements, net):
Equipment and leasehold improvements, net	$	4,266		$	3,286
Accumulated depreciation		(2,111)			(1,947)
Total equipment and leasehold improvements, net	$	2,155		$	1,339

Finance lease obligations	$	732		$	539
Finance lease obligations, less current portion		1,291			778
Total finance lease obligations	$	2,023		$	1,317

Weighted average remaining lease term (in years):
Operating Leases		3.62			3.79
Finance Leases		2.68			2.62

Weighted average discount rate:
Operating Leases		4.24	%		4.28	%
Finance Leases		2.58	%		2.78	%

Summary of Other Information and Supplemental Cash Flow Information Related to Finance and Operating Leases


	Three Months Ended
	April 1,		April 2,
	2022		2021

	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating leases	$	1,670	$	1,816
Operating cash flow from finance leases		14		6
Financing cash flow from finance leases		342		127

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	525	$	16

Summary of the Maturities of Operating Lease Liabilities

The following is a summary of the maturities of lease liabilities as of April 1, 2022:


	Operating		Finance
	(in thousands)
Fiscal year:
Remainder of 2022	$	4,727	$	556
2023		4,539		833
2024		2,767		575
2025		2,084		91
2026		2,036		40
2027 and thereafter		453		1
Total lease payments		16,606		2,096
Less: Imputed interest		(1,217)		(73)
Total lease obligations		15,389		2,023
Less: Current obligations		5,629		732
Noncurrent lease obligations	$	9,760	$	1,291

Summary of the Maturities of Finance Lease Liabilities


	Operating		Finance
	(in thousands)
Fiscal year:
Remainder of 2022	$	4,727	$	556
2023		4,539		833
2024		2,767		575
2025		2,084		91
2026		2,036		40
2027 and thereafter		453		1
Total lease payments		16,606		2,096
Less: Imputed interest		(1,217)		(73)
Total lease obligations		15,389		2,023
Less: Current obligations		5,629		732
Noncurrent lease obligations	$	9,760	$	1,291

SEGMENT AND GEOGRAPHICAL INFORMATION (Tables)

3 Months Ended

Apr. 01, 2022

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 1, 2022
Contract revenue	$	74,886	$	16,952	$	-	$	-	$	91,838
Depreciation and amortization		4,157		252		-		-		4,409
Interest expense, net		4		-		747		-		751
Segment profit (loss) before income tax expense		(4,353)		2,107		(3,916)		-		(6,162)
Income tax expense (benefit)		(1,687)		817		(1,519)		-		(2,389)
Net income (loss)		(2,665)		1,290		(2,398)		-		(3,773)
Segment assets ⁽¹⁾		336,957		22,979		35,931		(23,130)		372,737
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

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

Schedule of disaggregation of revenue


	Three months ended April 1, 2022
	Energy		Engineering and Consulting		Total
	(in thousands)
Contract Type
Time-and-materials	$	8,818	$	13,001	$	21,819
Unit-based		42,957		2,984		45,941
Fixed price		23,110		968		24,078
Total⁽¹⁾	$	74,886	$	16,952	$	91,838

Client Type
Commercial	$	8,089	$	1,478	$	9,567
Government		18,359		15,453		33,812
Utilities⁽²⁾		48,437		21		48,458
Total⁽¹⁾	$	74,886	$	16,952	$	91,838

Geography ⁽³⁾
Domestic	$	74,886	$	16,952	$	91,838


	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

(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 1, 2022 and April 2, 2021.

EARNINGS PER SHARE (EPS) (Tables)

3 Months Ended

Apr. 01, 2022

EARNINGS PER SHARE (EPS)

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


	Three months ended
	April 1,		April 2,
	2022		2021
	(in thousands, except per share amounts)
Net income (loss)	$	(3,773)	$	(3,766)
Weighted-average common shares outstanding		12,786		12,147
Effect of dilutive stock options and restricted stock awards		—		—
Weighted-average common shares outstanding-diluted		12,786		12,147
Earnings (Loss) per share:
Basic	$	(0.30)	$	(0.31)
Diluted	$	(0.30)	$	(0.31)

ORGANIZATION AND OPERATIONS OF THE COMPANY - Segment Information (Details)	3 Months Ended
	Apr. 01, 2022 segment
Segment Information
Number of reporting segments	2

ORGANIZATION AND OPERATIONS OF THE COMPANY - Fiscal Years (Details)	3 Months Ended								12 Months Ended
	Dec. 30, 2022	Sep. 30, 2022	Jul. 01, 2022	Apr. 01, 2022	Dec. 31, 2021	Oct. 01, 2021	Jul. 02, 2021	Apr. 02, 2021	Dec. 30, 2022	Dec. 31, 2021
Entity Information [Line Items]
Length of fiscal period	91 days	91 days	91 days	91 days	91 days	91 days	91 days	91 days	364 days	364 days
Minimum [Member]
Entity Information [Line Items]
Length of fiscal period				91 days					364 days
Maximum [Member]
Entity Information [Line Items]
Length of fiscal period				98 days					371 days

ORGANIZATION AND OPERATIONS OF THE COMPANY - Historical and Current Impact of Covid-19 - General Information (Details) - Covid-19 $ in Thousands		3 Months Ended	12 Months Ended
	May 04, 2022 contract	Apr. 01, 2022 USD ($)	Dec. 31, 2021 contract	Dec. 31, 2020 contract
Unusual or Infrequent Item, or Both [Line Items]
Number of contracts cancelled \| contract	0		0	0
Goodwill impairment		$ 0
Long-lived assets impairment		$ 0

ORGANIZATION AND OPERATIONS OF THE COMPANY - Historical and Current Impact of Covid-19 - Concentration Risk (Details) - Revenue from Contract with Customer Benchmark [Member] - Product Concentration Risk [Member]	12 Months Ended
	Dec. 27, 2019
Direct Install Programs Serving Small Business
Concentration Risk [Line Items]
Concentration risk (as a percent)	40.00%
Other Programs
Concentration Risk [Line Items]
Concentration risk (as a percent)	60.00%

RECENT ACCOUNTING PRONOUNCEMENTS (Details) - Accounting Standards Update 2021-01 [Member]	Apr. 01, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted	true
Change in Accounting Principle, Accounting Standards Update, Adoption Date	Mar. 08, 2022

- Definition

Indicates (true false) whether accounting standards update was adopted.

+ References

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+ Details

- Definition

Date accounting standards update was adopted, in YYYY-MM-DD format.

+ References

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+ Details

REVENUES - Segment Information (Details)	3 Months Ended
REVENUES - Segment Information (Details)	Apr. 01, 2022 segment
Segment Information
Number of reporting segments	2

REVENUES - General Information (Details) - USD ($)	3 Months Ended
REVENUES - General Information (Details) - USD ($)	Apr. 01, 2022	Apr. 02, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Payroll taxes, bonuses and employee benefit costs for all Company personnel	$ 19,357,000	$ 19,444,000
Revenue of the entity recorded in which it acts solely in the capacity of an agent	0
Retained accounts receivable	$ 5,200,000
Accounts receivable
Disaggregation of Revenue [Line Items]
Retained accounts receivable			$ 4,500,000
Maximum [Member]
Disaggregation of Revenue [Line Items]
Percent of revenue (as a percent)	3.00%
Minimum [Member]
Disaggregation of Revenue [Line Items]
Percent of revenue (as a percent)	2.00%
Cost of Sales [Member]
Disaggregation of Revenue [Line Items]
Payroll taxes, bonuses and employee benefit costs for all Company personnel	$ 0
Allocation of facilities costs to contract revenue	$ 0

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Accounts Receivable (Details) $ in Millions	3 Months Ended
	Apr. 01, 2022 USD ($)
SUPPLEMENTAL FINANCIAL STATEMENT DATA
Cash proceeds from sale of trade receivables	$ 7.2
Discount on trade accounts receivable sold	$ 0.6

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Equipment and Leasehold Improvements, Net - Tabular Disclosure (Details) - USD ($) $ in Thousands	Apr. 01, 2022	Dec. 31, 2021
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment under finance leases	$ 4,266	$ 3,286
Equipment and leasehold improvements, gross	42,944	39,891
Accumulated depreciation and amortization	(24,601)	(23,134)
Total equipment and leasehold improvements, net	18,343	16,757
Furniture and Fixtures [Member]
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements	4,070	4,070
Computer Hardware and Software [Member]
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements	28,463	26,425
Leasehold Improvements [Member]
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements	3,011	3,011
Automobiles Trucks and Field Equipment [Member]
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Equipment and leasehold improvements	$ 3,134	$ 3,099

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Equipment and Leasehold Improvements, Net - Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Apr. 01, 2022	Apr. 02, 2021	Dec. 31, 2021
Finance leases
Amortization expense	$ 233	$ 123	$ 600

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Accrued Liabilities (Details) - USD ($) $ in Thousands	Apr. 01, 2022	Dec. 31, 2021
SUPPLEMENTAL FINANCIAL STATEMENT DATA
Accrued subcontractor costs	$ 16,060	$ 19,727
Employee withholdings	4,670	2,665
Compensation and payroll taxes	3,460	2,244
Other	1,910	2,750
Accrued bonuses	603	7,767
Accrued workers' compensation insurance	451	527
Total accrued liabilities	$ 27,154	$ 35,680

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Goodwill (Details) $ in Thousands	Apr. 01, 2022 USD ($)
Changes in carrying value of goodwill
Goodwill at beginning of period	$ 130,124
Goodwill at end of period	130,124
Energy
Changes in carrying value of goodwill
Goodwill at beginning of period	129,375
Goodwill at end of period	129,375
Engineering and Consulting
Changes in carrying value of goodwill
Goodwill at beginning of period	749
Goodwill at end of period	$ 749

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Finite-lived Intangible Assets - Gross Amounts and Accumulated Amortization (Details) - USD ($) $ in Thousands	Apr. 01, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Total finite intangible assets	$ 99,234	$ 98,924
Accumulated Amortization	49,368	46,521
Order or Production Backlog [Member]
Finite-Lived Intangible Assets [Line Items]
Total finite intangible assets	7,944	7,944
Accumulated Amortization	7,438	7,222
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Total finite intangible assets	15,911	15,911
Accumulated Amortization	9,495	8,997
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Total finite intangible assets	1,420	1,420
Accumulated Amortization	1,418	1,413
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Total finite intangible assets	15,810	15,500
Accumulated Amortization	9,681	8,950
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Total finite intangible assets	58,149	58,149
Accumulated Amortization	$ 21,336	$ 19,939

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Finite-lived Intangible Assets - Amortization Period (Details)	3 Months Ended
	Apr. 01, 2022
Order or Production Backlog [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period (in years)	1 year
Trade Names [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period (in years)	2 years 6 months
Trade Names [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period (in years)	6 years
Noncompete Agreements [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period (in years)	4 years
Noncompete Agreements [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period (in years)	5 years
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period (in years)	8 years
Customer Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period (in years)	5 years
Customer Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period (in years)	8 years

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Intangible Assets (Details) - USD ($) $ in Thousands	Apr. 01, 2022	Dec. 31, 2021
Intangible Assets, Gross (Excluding Goodwill) [Abstract]
Total finite intangible assets	$ 99,234	$ 98,924
In-process research and technology		310
Total intangible assets	$ 99,234	$ 99,234

SUPPLEMENTAL FINANCIAL STATEMENT DATA - In-process Research and Technology Reclassified (Details) $ in Millions	3 Months Ended
	Apr. 01, 2022 USD ($)
SUPPLEMENTAL FINANCIAL STATEMENT DATA
In-process research and technology reclassified to developed technology	$ 0.3

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Developed Technology (Details) $ in Millions	3 Months Ended
	Apr. 01, 2022 USD ($)
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
In-process research and technology reclassified to developed technology	$ 0.3

DERIVATIVE FINANCIAL INSTRUMENTS (Details) - Interest swap agreement - Cash flow hedge - USD ($) $ in Thousands	Jan. 31, 2022	Jan. 31, 2019
Derivative [Line Items]
Notional amount	$ 0	$ 35,000
Fixed rate (as a percent)		2.47%

DEBT OBLIGATIONS - Composition (Details) - USD ($) $ in Thousands	Apr. 01, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt	$ 117,210	$ 101,161
Issuance costs and debt discounts	(529)	(587)
Subtotal	116,681	100,574
Notes Payable to Banks [Member] \| Term A Loan [Member]
Debt Instrument [Line Items]
Total debt	72,500	75,000
Notes Payable to Banks [Member] \| Delayed Draw Term Loan Facility [Member]
Debt Instrument [Line Items]
Total debt	43,250	24,000
Notes Payable, Other Payables [Member] \| Other Debt [Member]
Debt Instrument [Line Items]
Total debt	$ 1,460	$ 2,161

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

DEBT OBLIGATIONS - Classification (Details) - USD ($) $ in Thousands	Apr. 01, 2022	Dec. 31, 2021
Long-term Debt, Current and Noncurrent [Abstract]
Subtotal	$ 116,681	$ 100,574
Less current portion of long-term debt	16,357	15,036
Long-term debt portion	$ 100,324	$ 85,538

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

DEBT OBLIGATIONS - Credit Facilities (Details) - Notes Payable to Banks [Member] $ in Millions					12 Months Ended
	Mar. 08, 2022	Apr. 30, 2021 USD ($)	Apr. 29, 2021 USD ($)	Jun. 26, 2019 USD ($)	Dec. 30, 2022	Apr. 01, 2022 USD ($)
Credit Agreement 2019 [Member]
Debt Instrument [Line Items]
Debt instrument, covenants, total leverage ratio, maximum permitted to maintain, through June 26, 2020				6.00
Debt instrument, covenants, total leverage ratio, maximum permitted to maintain, September 25, 2020				7.75
Debt instrument, covenants, total leverage ratio, maximum permitted to maintain, January 1, 2021				7.50
Debt instrument, covenants, total leverage ratio, maximum permitted to maintain, April 2, 2021				6.25
Debt instrument, covenants, total leverage ratio, maximum permitted to maintain, July 2, 2021				4.00
Debt instrument, covenants, total leverage ratio, maximum permitted to maintain, October 1, 2021 and thereafter				3.25
Debt instrument, covenants, total leverage ratio, maximum permitted to maintain, through June 30, 2021		4.50
Debt instrument, covenants, total leverage ratio, maximum permitted to maintain, through September 30, 2021		5.25
Debt instrument, covenants, total leverage ratio, maximum permitted to maintain, through December 30, 2021		4.50
Debt instrument, covenants, total leverage ratio, maximum permitted to maintain, through March 31, 2022		4.25
Debt instrument, covenants, total leverage ratio, maximum permitted to maintain, through June 30, 2022 and thereafter		3.25
Minimum fixed charge coverage ratio				1.20
Maximum capital expenditure, debt covenant		$ 15.0		$ 7.0
Minimum liquidity		10.0		5.0
Maximum aggregate amount of earn-out payments during Relief Period		$ 17.0	$ 7.0	7.0
Available funds from the Delayed Draw Term Loan						$ 20.0
Maximum capital expenditures during Relief Period						$ 20.0
Credit Agreement 2019 [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Commitment fee (as a percent)	0.15%	0.15%
Credit Agreement 2019 [Member] \| Minimum [Member] \| Forecast [Member]
Debt Instrument [Line Items]
Commitment fee (as a percent)					0.15%
Credit Agreement 2019 [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Commitment fee (as a percent)	0.45%	0.40%
Credit Agreement 2019 [Member] \| Maximum [Member] \| Forecast [Member]
Debt Instrument [Line Items]
Commitment fee (as a percent)					0.40%
Credit Agreement 2019 [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Spread on floating interest rate, interest period (as a percent)	0.10%
Credit Agreement 2019 [Member] \| Base Rate [Member] \| Forecast [Member]
Debt Instrument [Line Items]
Spread on floating interest rate, interest period (as a percent)					0.10%
Credit Agreement 2019 [Member] \| Base Rate [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)	0.125%	0.125%
Credit Agreement 2019 [Member] \| Base Rate [Member] \| Minimum [Member] \| Forecast [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)					0.125%
Credit Agreement 2019 [Member] \| Base Rate [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)	1.50%	1.25%
Credit Agreement 2019 [Member] \| Base Rate [Member] \| Maximum [Member] \| Forecast [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)					1.25%
Credit Agreement 2019 [Member] \| London Interbank Offered Rate (LIBOR) [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)		1.125%
Interest rate (as a percent)		0.00%
Credit Agreement 2019 [Member] \| London Interbank Offered Rate (LIBOR) [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)		2.25%
Credit Agreement 2019 [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt Instrument [Line Items]
Spread on floating interest rate, interest period (as a percent)	0.15%
Credit Agreement 2019 [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Forecast [Member]
Debt Instrument [Line Items]
Spread on floating interest rate, interest period (as a percent)					0.15%
Credit Agreement 2019 [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)	1.125%
Interest rate (as a percent)	0.00%
Credit Agreement 2019 [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Minimum [Member] \| Forecast [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)					1.125%
Interest rate (as a percent)					0.00%
Credit Agreement 2019 [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)	2.50%
Credit Agreement 2019 [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Maximum [Member] \| Forecast [Member]
Debt Instrument [Line Items]
Spread on floating interest rate (as a percent)					2.25%
Term A Loan [Member]
Debt Instrument [Line Items]
Initial outstanding principal				100.0
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity				50.0
Letter of Credit [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Commitment fee (as a percent)	0.84%	0.84%
Letter of Credit [Member] \| Minimum [Member] \| Forecast [Member]
Debt Instrument [Line Items]
Commitment fee (as a percent)					0.84%
Letter of Credit [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Commitment fee (as a percent)	1.875%	1.688%
Letter of Credit [Member] \| Maximum [Member] \| Forecast [Member]
Debt Instrument [Line Items]
Commitment fee (as a percent)					1.688%
Delayed Draw Term Loan Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 50.0

LEASES - General information (Details) $ in Thousands	3 Months Ended
LEASES - General information (Details) $ in Thousands	Apr. 01, 2022 USD ($)
Leases
Operating lease, option to extend	true
Operating lease, option to terminate	true
Residual value guarantee	$ 0
Minimum [Member]
Leases
Operating lease, remaining lease term	1 year
Maximum [Member]
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		12 Months Ended
LEASES - Lease Expense (Details) - USD ($) $ in Thousands	Apr. 01, 2022	Apr. 02, 2021	Dec. 31, 2021
Lease cost
Operating lease cost	$ 1,578	$ 1,692
Amortization of assets	233	123	$ 600
Interest on lease liabilities	14	6
Total net lease cost	$ 1,825	$ 1,821

LEASES - Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Apr. 01, 2022	Dec. 31, 2021
Assets and Liabilities, Lessee [Abstract]
Right-of-use assets	$ 14,315	$ 15,177
Operating leases, lease liabilities
Lease liability	5,629	5,575
Lease liability, less current portion	9,760	10,768
Total lease liabilities	15,389	16,343
Finance leases (included in equipment and leasehold improvements, net):
Equipment and leasehold improvements	4,266	3,286
Accumulated depreciation	(2,111)	(1,947)
Total equipment and leasehold improvements, net	$ 2,155	$ 1,339
Finance Lease, Right-of-Use Asset, Statement of Financial Position	Equipment and leasehold improvements, net	Equipment and leasehold improvements, net
Finance lease obligations
Finance lease obligations	$ 732	$ 539
Finance lease obligations, less current portion	1,291	778
Total finance lease obligations	$ 2,023	$ 1,317

LEASES - Additional Information (Details)	Apr. 01, 2022	Dec. 31, 2021
Leases
Operating leases, weighted average remaining lease term	3 years 7 months 13 days	3 years 9 months 14 days
Finance leases, weighted average remaining lease term	2 years 8 months 4 days	2 years 7 months 13 days
Operating leases, weighted average discount rate	4.24%	4.28%
Finance leases, weighted average discount rate	2.58%	2.78%

LEASES - Rent Expense (Details) - USD ($) $ in Millions	3 Months Ended
LEASES - Rent Expense (Details) - USD ($) $ in Millions	Apr. 01, 2022	Apr. 02, 2021
LEASES
Rent expenses	$ 1.6	$ 1.8

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2022	Apr. 02, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating leases	$ 1,670	$ 1,816
Operating cash flow from finance leases	14	6
Financing cash flow from finance leases	342	127
Right-of-use assets obtained in exchange for lease liabilities for operating leases	$ 525	$ 16

LEASES - Operating Leases - Maturities of Lease Liabilities (Details) $ in Thousands	3 Months Ended
	Apr. 01, 2022 USD ($)
Operating
Remainder of 2022	$ 4,727
2023	4,539
2024	2,767
2025	2,084
2026	2,036
2027 and thereafter	453
Total lease payments	$ 16,606

LEASES - Operating Leases - Gross Difference (Details) - USD ($) $ in Thousands	Apr. 01, 2022	Dec. 31, 2021
Operating
Total lease payments	$ 16,606
Less: Imputed interest	(1,217)
Total lease liabilities	15,389	$ 16,343
Less: Current obligations	5,629	5,575
Noncurrent lease obligations	$ 9,760	$ 10,768

LEASES - Finance Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Apr. 01, 2022 USD ($)
Finance
Remainder of 2022	$ 556
2023	833
2024	575
2025	91
2026	40
2027 and thereafter	1
Total lease payments	$ 2,096

LEASES - Finance Leases - Gross Difference (Details) - USD ($) $ in Thousands	Apr. 01, 2022	Dec. 31, 2021
Finance
Total lease payments	$ 2,096
Less: Imputed interest	(73)
Total finance lease obligations	2,023	$ 1,317
Less: Current obligations	732	539
Noncurrent lease obligations	$ 1,291	$ 778

COMMITMENTS AND VARIABLE INTEREST ENTITIES - Employee Benefit Plans (Details) $ in Millions	3 Months Ended
	Apr. 01, 2022 USD ($) Y	Apr. 02, 2021 USD ($)
Defined Contribution Plan Disclosure [Line Items]
Attained age \| Y	21
Qualified Cash or Deferred Arrangement [Member]
Defined Contribution Plan Disclosure [Line Items]
Maximum employee contribution as a percentage of compensation under 401 (k) Plan	50.00%
Defined Contribution Plan, Tax Status	us-gaap:QualifiedPlanMember
Defined Contribution Plan [Member]
Defined Contribution Plan Disclosure [Line Items]
Service period	3 months
Defined contribution plan, employer matching contribution, percent of match	50.00%
Defined contribution plan, employer matching contribution, percent of employees' gross pay	6.00%
Employer matching contributions \| $	$ 1.0	$ 0.9

COMMITMENTS AND VARIABLE INTEREST ENTITIES - Variable Interest Entities (Details)	3 Months Ended
	Apr. 01, 2022 item
COMMITMENTS AND VARIABLE INTEREST ENTITIES
Number of VIEs	1

SEGMENT AND GEOGRAPHICAL INFORMATION - Segment Information (Details)	3 Months Ended
	Apr. 01, 2022 segment
Segment Information
Number of reporting segments	2

SEGMENT AND GEOGRAPHICAL INFORMATION - Intersegment Sales (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2022	Apr. 02, 2021
Segment Reporting Information [Line Items]
Contract revenue	$ 91,838	$ 79,086
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Contract revenue	$ 0	$ 0

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SEGMENT AND GEOGRAPHICAL INFORMATION - Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2022	Apr. 02, 2021
Segment reconciliation
Contract revenue	$ 91,838	$ 79,086
Depreciation and amortization	4,409	4,187
Interest expense, net	751	1,064
Segment profit (loss) before income tax expense	(6,162)	(5,224)
Income tax expense (benefit)	(2,389)	(1,458)
Net income (loss)	(3,773)	(3,766)
Energy
Segment reconciliation
Contract revenue	74,886	62,007
Depreciation and amortization	4,157	3,938
Engineering and Consulting
Segment reconciliation
Contract revenue	16,952	17,079
Depreciation and amortization	252	249
Operating Segments [Member] \| Energy
Segment reconciliation
Interest expense, net	4	4
Segment profit (loss) before income tax expense	(4,353)	(2,832)
Income tax expense (benefit)	(1,687)	(790)
Net income (loss)	(2,665)	(2,042)
Operating Segments [Member] \| Engineering and Consulting
Segment reconciliation
Segment profit (loss) before income tax expense	2,107	2,110
Income tax expense (benefit)	817	589
Net income (loss)	1,290	1,521
Corporate, Non-Segment [Member]
Segment reconciliation
Interest expense, net	747	1,060
Segment profit (loss) before income tax expense	(3,916)	(4,502)
Income tax expense (benefit)	(1,519)	(1,257)
Net income (loss)	(2,398)	(3,245)
Intersegment Eliminations [Member]
Segment reconciliation
Contract revenue	$ 0	$ 0

SEGMENT AND GEOGRAPHICAL INFORMATION - Segment Assets (Details) - USD ($) $ in Thousands	Apr. 01, 2022	Dec. 31, 2021	Apr. 02, 2021
Segment Reporting, Asset Reconciling Item [Line Items]
Segment assets	$ 372,737	$ 394,422	$ 384,850
Operating Segments [Member] \| Energy
Segment Reporting, Asset Reconciling Item [Line Items]
Segment assets	336,957		312,341
Operating Segments [Member] \| Engineering and Consulting
Segment Reporting, Asset Reconciling Item [Line Items]
Segment assets	22,979		22,624
Corporate, Non-Segment [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Segment assets	35,931		73,015
Intersegment Eliminations [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Segment assets	$ (23,130)		$ (23,130)

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

SEGMENT AND GEOGRAPHICAL INFORMATION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2022	Apr. 02, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 91,838	$ 79,086
Domestic
Disaggregation of Revenue [Line Items]
Revenue	91,838	79,086
Energy
Disaggregation of Revenue [Line Items]
Revenue	74,886	62,007
Energy \| Domestic
Disaggregation of Revenue [Line Items]
Revenue	74,886	62,007
Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue	16,952	17,079
Engineering and Consulting \| Domestic
Disaggregation of Revenue [Line Items]
Revenue	16,952	17,079
Commercial
Disaggregation of Revenue [Line Items]
Revenue	9,567	7,024
Commercial \| Energy
Disaggregation of Revenue [Line Items]
Revenue	8,089	5,928
Commercial \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue	1,478	1,096
Government
Disaggregation of Revenue [Line Items]
Revenue	33,812	29,484
Government \| Energy
Disaggregation of Revenue [Line Items]
Revenue	18,359	13,555
Government \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue	15,453	15,929
Utilities
Disaggregation of Revenue [Line Items]
Revenue	48,458	42,578
Utilities \| Energy
Disaggregation of Revenue [Line Items]
Revenue	48,437	42,525
Utilities \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue	21	53
Time-and-materials
Disaggregation of Revenue [Line Items]
Revenue	21,819	20,321
Time-and-materials \| Energy
Disaggregation of Revenue [Line Items]
Revenue	8,818	6,900
Time-and-materials \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue	13,001	13,421
Unit-based
Disaggregation of Revenue [Line Items]
Revenue	45,941	42,059
Unit-based \| Energy
Disaggregation of Revenue [Line Items]
Revenue	42,957	39,614
Unit-based \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue	2,984	2,445
Fixed price
Disaggregation of Revenue [Line Items]
Revenue	24,078	16,706
Fixed price \| Energy
Disaggregation of Revenue [Line Items]
Revenue	23,110	15,493
Fixed price \| Engineering and Consulting
Disaggregation of Revenue [Line Items]
Revenue	$ 968	$ 1,213

SEGMENT AND GEOGRAPHICAL INFORMATION - Geographical Information (Details)	Apr. 01, 2022 state
SEGMENT AND GEOGRAPHICAL INFORMATION
Number of states in which entity operates	23

SEGMENT AND GEOGRAPHICAL INFORMATION - Concentration Risk (Details)	3 Months Ended
	Apr. 01, 2022	Apr. 02, 2021
Geographic Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member] \| CALIFORNIA
Concentration Risk [Line Items]
Concentration risk percentage	43.60%	34.30%
Geographic Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member] \| NEW YORK
Concentration Risk [Line Items]
Concentration risk percentage	19.00%	22.10%
Top Ten Customers, Three Months Ended April 1, 2022 \| Customer Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member]
Concentration Risk [Line Items]
Concentration risk percentage	54.20%
Top Ten Customers, Three Months Ended April 2, 2021 \| Customer Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member]
Concentration Risk [Line Items]
Concentration risk percentage		48.70%
Los Angeles Department of Water and Power \| Customer Concentration Risk [Member] \| Revenue from Contract with Customer Benchmark [Member]
Concentration Risk [Line Items]
Concentration risk percentage		17.10%
Two Customers, Los Angeles Department of Water and Power, and Duke Energy \| Customer Concentration Risk [Member] \| Revenue from Contract with Customer, Segment Benchmark [Member] \| Energy
Concentration Risk [Line Items]
Concentration risk percentage	32.10%
Consolidated Edison of New York \| Customer Concentration Risk [Member] \| Revenue from Contract with Customer, Segment Benchmark [Member] \| Energy
Concentration Risk [Line Items]
Concentration risk percentage		10.30%
City of Elk Grove \| Customer Concentration Risk [Member] \| Revenue from Contract with Customer, Segment Benchmark [Member] \| Engineering and Consulting
Concentration Risk [Line Items]
Concentration risk percentage		17.80%

INCOME TAXES - Valuation Allowance (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 01, 2022	Dec. 31, 2021	Dec. 28, 2018	Jan. 01, 2021
Valuation Allowance [Line Items]
Increase (decrease) in valuation allowance	$ 0
Valuation allowance		$ 1,200		$ 86
California Franchise Tax Board [Member]
Valuation Allowance [Line Items]
Increase (decrease) in valuation allowance			$ 86
New Jersey Division of Taxation [Member]
Valuation Allowance [Line Items]
Increase (decrease) in valuation allowance		$ 1,100

INCOME TAXES - Uncertain Tax Positions (Details) $ in Thousands	Apr. 01, 2022 USD ($)
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued [Abstract]
Liability for uncertain tax positions	$ 0

INCOME TAXES - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2022	Apr. 02, 2021
INCOME TAXES
Income tax expense (benefit)	$ (2,389)	$ (1,458)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

INCOME TAXES - Examinations (Details) - New York State Division of Taxation and Finance [Member]	Jun. 10, 2021
Tax Year 2017 [Member]
Income Tax Examination [Line Items]
Income tax examination, year under examination	2017
Tax Year 2018 [Member]
Income Tax Examination [Line Items]
Income tax examination, year under examination	2018
Tax Year 2019 [Member]
Income Tax Examination [Line Items]
Income tax examination, year under examination	2019

EARNINGS PER SHARE (EPS) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 01, 2022	Apr. 02, 2021
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract]
Net income (loss)	$ (3,773)	$ (3,766)
Net income (loss) - basic	(3,773)	(3,766)
Net income (loss) - diluted	$ (6,163)	$ (3,766)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Weighted-average common shares outstanding (in shares)	12,786	12,147
Weighted-average common shares outstanding-diluted (in shares)	12,786	12,147
Earnings Per Share, Diluted [Abstract]
Basic (in dollars per share)	$ (0.30)	$ (0.31)
Diluted (in dollars per share)	$ (0.30)	$ (0.31)