0001558370-24-002758 | 10-K | XBRL Viewer

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EARNINGS PER SHARE (EPS) - Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 29, 2023	Sep. 29, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 30, 2022	Sep. 30, 2022	Jul. 01, 2022	Apr. 01, 2022	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Net income (loss)
Net Income (Loss)	$ 8,031	$ 1,566	$ 397	$ 932	$ (425)	$ 76	$ (4,326)	$ (3,773)	$ 10,926	$ (8,448)	$ (8,417)
Net income (loss) - basic									10,926	(8,448)	(8,417)
Net income (loss) - diluted									$ 10,926	$ (8,448)	$ (8,417)
Weighted-average shares outstanding:
Weighted-average common shares outstanding (in shares)	13,503	13,462	13,344	13,266	13,138	13,110	13,016	12,786	13,394	13,013	12,458
Effect of dilutive stock options and restricted stock awards (in shares)									212
Weighted-average common shares outstanding-diluted (in shares)	13,731	13,709	13,487	13,470	13,138	13,360	13,016	12,786	13,606	13,013	12,458
Earnings (Loss) per share:
Basic (in dollars per share)	$ 0.59	$ 0.12	$ 0.03	$ 0.07	$ (0.03)	$ 0.01	$ (0.33)	$ (0.30)	$ 0.82	$ (0.65)	$ (0.68)
Diluted (in dollars per share)	$ 0.58	$ 0.11	$ 0.03	$ 0.07	$ (0.03)	$ 0.01	$ (0.33)	$ (0.30)	$ 0.80	$ (0.65)	$ (0.68)

ORGANIZATION AND OPERATIONS OF THE COMPANY - Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Valuation Allowance
Increase (decrease) in valuation allowance	$ 0	$ 0
Valuation allowance	$ 1,191	$ 1,191
New Jersey Division of Taxation
Valuation Allowance
Increase (decrease) in valuation allowance			$ 1,100

SHAREHOLDERS' EQUITY - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Fully-vested Options, Vested and Expected to Vest
Intrinsic value of the fully-vested options	$ 3.7
Share price (in dollars per share)	$ 21.50
Employee Stock Option
Fully-vested Options, Additional Information
Awards granted that were immediately vested (in shares)	0	0	0

LEASES - Finance Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 29, 2023 USD ($)
Finance
2024	$ 1,321
2025	712
2026	379
2027	103
2028	9
Total lease payments	$ 2,524

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Total
Balance at Jan. 01, 2021	$ 122	$ 149,014	$ (488)	$ 20,516	$ 169,164
Balance (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	$ 2	2,653			2,655
Shares of common stock issued in connection with employee stock purchase plan (in shares)	106
Shares of common stock issued in connection with incentive stock plan	$ 1	1,923			$ 1,924
Shares of common stock issued in connection with incentive stock plan (in shares)	150				150,000
Shares used to pay taxes on stock grants	$ (1)	(3,116)			$ (3,117)
Shares used to pay taxes on stock grants (in shares)	(79)
Issuance of restricted stock award and units	$ 4	(5)			(1)
Issuance of restricted stock award and units (in shares)	467
Stock-based compensation expense		16,563			16,563
Net Income (Loss)				(8,417)	(8,417)
Net unrealized gain (loss) on derivative contracts			450		450
Balance at Dec. 31, 2021	$ 128	167,032	(38)	12,099	179,221
Balance (in shares) at Dec. 31, 2021	12,804
Increase (Decrease) in Stockholders' Equity
Shares of common stock issued in connection with employee stock purchase plan	$ 1	3,035			3,036
Shares of common stock issued in connection with employee stock purchase plan (in shares)	115
Shares of common stock issued in connection with incentive stock plan		274			$ 274
Shares of common stock issued in connection with incentive stock plan (in shares)	34				33,000
Shares used to pay taxes on stock grants		(992)			$ (992)
Shares used to pay taxes on stock grants (in shares)	(34)
Issuance of restricted stock award and units	$ 4	(4)
Issuance of restricted stock award and units (in shares)	377
Stock-based compensation expense		8,373			8,373
Net Income (Loss)				(8,448)	(8,448)
Net unrealized gain (loss) on derivative contracts			38		38
Balance at Dec. 30, 2022	$ 133	177,718	0	3,651	$ 181,502
Balance (in shares) at Dec. 30, 2022	13,296				13,296,000
Increase (Decrease) in Stockholders' Equity
Shares of common stock issued in connection with employee stock purchase plan	$ 2	2,779			$ 2,781
Shares of common stock issued in connection with employee stock purchase plan (in shares)	182
Shares of common stock issued in connection with incentive stock plan		182			$ 182
Shares of common stock issued in connection with incentive stock plan (in shares)	19				19,000
Shares used to pay taxes on stock grants		(205)			$ (205)
Shares used to pay taxes on stock grants (in shares)	(11)
Issuance of restricted stock award and units	$ 2	(2)
Issuance of restricted stock award and units (in shares)	196
Stock-based compensation expense		5,323			5,323
Net Income (Loss)				10,926	10,926
Net unrealized gain (loss) on derivative contracts			(664)		(664)
Balance at Dec. 29, 2023	$ 137	$ 185,795	$ (664)	$ 14,577	$ 199,845
Balance (in shares) at Dec. 29, 2023	13,682				13,682,000

COMMITMENTS AND VARIABLE INTEREST ENTITIES

12 Months Ended

Dec. 29, 2023

COMMITMENTS AND VARIABLE INTEREST ENTITIES

COMMITMENTS AND VARIABLE INTEREST ENTITIES

8. COMMITMENTS AND VARIABLE INTEREST ENTITIES

Employee Benefit Plans

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

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

The Company made matching contributions of $2.2 million, $2.3 million, and $2.0 million during fiscal years 2023, 2022 and 2021, 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 December 29, 2023, the Company had one VIE — Genesys.

SHAREHOLDERS' EQUITY - Unrecognized Compensation Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Unrecognized Compensation Expense
Unrecognized compensation expense, nonvested stock options	$ 0.0	$ 0.0	$ 0.0
Restricted Stock
Unrecognized Compensation Expense
Unrecognized compensation expense, other than options	2.5	1.7	3.3
Performance Shares
Unrecognized Compensation Expense
Unrecognized compensation expense, other than options	$ 5.2	$ 4.0	$ 2.2
Weighted-average period for recognition of unrecognized compensation expense	1 year 4 months 24 days

SHAREHOLDERS' EQUITY - Fair Value Valuation Assumptions - Tabular Disclosure (Details) - $ / shares	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Assumptions
Share price (in dollars per share)	$ 21.50
Employee Stock
Assumptions
Risk-free rate (as a percent)	4.90%	1.40%	0.10%
Expected volatility (as a percent)	29.90%	30.00%	31.90%
Expected dividends (as a percent)	0.00%	0.00%	0.00%
Employee Stock \| Weighted Average
Assumptions
Expected term (in years)	6 months	6 months	6 months
Share price (in dollars per share)	$ 18.50	$ 31.11	$ 40.21

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Deferred tax assets:
Other accrued liabilities	$ 2,907	$ 1,374
Federal and state net operating losses	15,890	23,089
Lease liability	3,977	3,592
Stock compensation	1,214	1,404
Capitalized research and development	4,286	2,078
Credit Carryforwards	2,819	1,754
Excess business interest limitation	84	1,437
Other	432	207
Total deferred tax assets	31,609	34,935
Valuation allowance	(1,191)	(1,191)
Net deferred tax assets	30,418	33,744
Deferred tax liabilities:
Deferred revenue	(2,960)	(4,223)
Fixed assets	(3,013)	(2,778)
Intangible assets	(4,926)	(4,794)
Lease right-of-use assets	(3,558)	(3,406)
Total deferred tax liabilities	(14,457)	(15,201)
Net deferred tax asset	$ 15,961	$ 18,543

SHAREHOLDERS' EQUITY - General Information (Details) - shares	1 Months Ended	12 Months Ended
	Jun. 30, 2006	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021	Dec. 27, 2019	Dec. 29, 2017	Dec. 30, 2016	Dec. 28, 2012	Dec. 31, 2010	Jan. 01, 2021	Jun. 30, 2008	Mar. 31, 2008	Dec. 28, 2007
Share-based Compensation
Options, granted (in shares)		0	0	0
Options outstanding (in shares)		787,000	816,000	849,000						1,003,000
2006 Stock Incentive Plan
Share-based Compensation
Number of shares of common stock reserved for issuance (in shares)	300,000
Options outstanding (in shares)		0
2008 Performance Incentive Plan
Share-based Compensation
Number of shares of common stock reserved for issuance (in shares)		787,000										450,000
Number of shares available for grant (in shares)											182,735
Number of additional shares authorized (in shares)		750,000	478,000		955,000	875,000	500,000	500,000	350,000
Employee Stock Option \| 2008 Performance Incentive Plan
Share-based Compensation
Maximum number of shares a participant may be granted in options to purchase during fiscal year		300,000
Incentive Stock Options \| 2008 Performance Incentive Plan
Share-based Compensation
Options outstanding (in shares)		38,000
Non Statutory Stock Options \| 2006 Stock Incentive Plan
Share-based Compensation
Expiration period from date of grant	10 years
Non Statutory Stock Options \| 2008 Performance Incentive Plan
Share-based Compensation
Expiration period from date of grant		10 years
Options outstanding (in shares)		749,000
Restricted Stock
Share-based Compensation
Other than options, outstanding (in shares)		171,000	135,000	110,000						128,000
Restricted Stock \| 2008 Performance Incentive Plan
Share-based Compensation
Other than options, outstanding (in shares)		171,000
Performance Shares
Share-based Compensation
Other than options, outstanding (in shares)		130,000	66,000	224,000						379,000
Performance Shares \| 2008 Performance Incentive Plan
Share-based Compensation
Other than options, outstanding (in shares)		130,000
Employee Stock
Share-based Compensation
Number of shares of common stock reserved for issuance (in shares)		1,925,000											300,000
Number of shares available for grant (in shares)		981,000
Purchase price per share as a percentage of fair market value		85.00%
Number of additional shares authorized (in shares)		800,000				825,000
Employee Stock \| Minimum
Share-based Compensation
Percentage of participant's earnings to be contributed under a share based compensation plan		1.00%
Employee Stock \| Maximum
Share-based Compensation
Percentage of participant's earnings to be contributed under a share based compensation plan		10.00%

EARNINGS PER SHARE (EPS) (Tables)

12 Months Ended

Dec. 29, 2023

EARNINGS PER SHARE (EPS)

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


	Fiscal Year
	2023		2022		2021

	(in thousands, except per share amounts)
Net income (loss)	$	10,926	$	(8,448)	$	(8,417)
Weighted-average common shares outstanding		13,394		13,013		12,458
Effect of dilutive stock options and restricted stock awards		212		—		—
Weighted-average common shares outstanding-diluted		13,606		13,013		12,458
Earnings (Loss) per share:
Basic	$	0.82	$	(0.65)	$	(0.68)
Diluted	$	0.80	$	(0.65)	$	(0.68)

INCOME TAXES - Provision for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 29, 2023	Sep. 29, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 30, 2022	Sep. 30, 2022	Jul. 01, 2022	Apr. 01, 2022	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Provision for income taxes
Current federal taxes									$ 61	$ (1,224)	$ (1,606)
Current state taxes									676	(73)	530
Deferred federal taxes									2,022	(1,519)	(2,656)
Deferred state taxes									906	(188)	(255)
Total provision for income taxes	$ 1,953	$ 713	$ 243	$ 756	$ 2,584	$ (1,526)	$ (1,673)	$ (2,389)	$ 3,665	$ (3,004)	$ (3,987)

- Definition

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

+ References + Details

GOODWILL AND OTHER INTANGIBLE ASSETS - Finite-lived Intangible Assets - Gross Amounts and Accumulated Amortization (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Finite-Lived Intangible Assets
Total finite intangible assets	$ 99,814	$ 99,234
Accumulated Amortization	67,858	57,748
Order or Production Backlog
Finite-Lived Intangible Assets
Total finite intangible assets	8,306	7,944
Accumulated Amortization	8,095	7,944
Trade Names
Finite-Lived Intangible Assets
Total finite intangible assets	15,936	15,911
Accumulated Amortization	12,695	10,990
Noncompete Agreements
Finite-Lived Intangible Assets
Total finite intangible assets	1,613	1,420
Accumulated Amortization	1,440	1,420
Developed Technology Rights
Finite-Lived Intangible Assets
Total finite intangible assets	15,810	15,810
Accumulated Amortization	14,521	11,871
Customer Relationships
Finite-Lived Intangible Assets
Total finite intangible assets	58,149	58,149
Accumulated Amortization	$ 31,107	$ 25,523

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Equipment and Leasehold Improvements, Net - Tabular Disclosure (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Equipment and Leasehold Improvements
Equipment under finance leases	$ 6,139	$ 5,503
Equipment and leasehold improvements, gross	61,867	51,431
Accumulated depreciation and amortization	(34,770)	(28,894)
Total equipment and leasehold improvements, net	27,097	22,537
Furniture and Fixtures
Equipment and Leasehold Improvements
Equipment and leasehold improvements	4,379	4,062
Computer Hardware and Software
Equipment and Leasehold Improvements
Equipment and leasehold improvements	44,594	35,635
Leasehold Improvements
Equipment and Leasehold Improvements
Equipment and leasehold improvements	3,382	3,097
Automobiles Trucks and Field Equipment
Equipment and Leasehold Improvements
Equipment and leasehold improvements	$ 3,373	$ 3,134

DERIVATIVE FINANCIAL INSTRUMENTS - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance	$ 181,502	$ 179,221	$ 169,164
Other comprehensive income (loss)	(664)	38	450
Balance	199,845	181,502	179,221
Accumulated Other Comprehensive Loss
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance	0	(38)	(488)
Other comprehensive loss before reclassifications	(841)
Amounts reclassified from accumulated other comprehensive income: income tax benefit (expense) related to derivative instruments	177
Other comprehensive income (loss)	(664)	38	450
Balance	(664)	0	$ (38)
Gain (Loss) on Derivative Instruments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Balance	0
Other comprehensive loss before reclassifications	(841)
Amounts reclassified from accumulated other comprehensive income: income tax benefit (expense) related to derivative instruments	177
Other comprehensive income (loss)	(664)
Balance	$ (664)	$ 0

- Definition

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

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+ Details

SHAREHOLDERS' EQUITY - Awards Other than Options Activity (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Restricted Stock
Other than Options
Other than options, outstanding (in shares)	135	110	128
Other than options, awarded (in shares)	154	104	63
Other than options, vested/released (in shares)	(114)	(74)	(75)
Other than options, forfeited (in shares)	(4)	(5)	(6)
Other than options, outstanding (in shares)	171	135	110
Other than Options, Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value, outstanding (in dollars per share)	$ 34.07	$ 38.30	$ 33.21
Weighted-average grant date fair value, awarded (in dollars per share)	18.04	31.48	41.02
Weighted-average grant date fair value, vested (in dollars per share)	33.45	36.55	32.09
Weighted-average grant date fair value, forfeited (in dollars per share)	17.83	36.51	36.69
Weighted-average grant date fair value, outstanding (in dollars per share)	$ 20.44	$ 34.07	$ 38.30
Performance Shares
Other than Options
Other than options, outstanding (in shares)	66	224	379
Other than options, awarded (in shares)	112	186	282
Other than options, vested/released (in shares)	(46)	(278)	(411)
Other than options, forfeited (in shares)	(2)	(66)	(26)
Other than options, outstanding (in shares)	130	66	224
Other than Options, Weighted-Average Grant Date Fair Value
Weighted-average grant date fair value, outstanding (in dollars per share)	$ 27.93	$ 31.31	$ 20.68
Weighted-average grant date fair value, awarded (in dollars per share)	19.89	38.82	34.84
Weighted-average grant date fair value, vested (in dollars per share)	22.84	40.99	29.08
Weighted-average grant date fair value, forfeited (in dollars per share)	21.67	26.61	29.93
Weighted-average grant date fair value, outstanding (in dollars per share)	$ 22.88	$ 27.93	$ 31.31

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 29, 2023	Sep. 29, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 30, 2022	Sep. 30, 2022	Jul. 01, 2022	Apr. 01, 2022	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ 8,031	$ 1,566	$ 397	$ 932	$ (425)	$ 76	$ (4,326)	$ (3,773)	$ 10,926	$ (8,448)	$ (8,417)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

DEBT OBLIGATIONS - Future Debt Payments (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Debt Obligations
2024	$ 8,452
2025	10,000
2026	80,000
Total debt maturities	98,452	$ 107,958
Issuance costs and debt discounts	(1,021)	(511)
Net carrying value	$ 97,431	$ 107,447

- Definition

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

+ References + Details

INCOME TAXES - Tax Rate (Details)	12 Months Ended
INCOME TAXES - Tax Rate (Details)	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Income Taxes
U.S. federal statutory rate (as a percent)	21.00%	21.00%	21.00%

LEASES - Finance Leases - Gross Difference (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Finance
Total lease payments	$ 2,524
Less: Imputed interest	(154)
Total finance lease obligations	2,370	$ 2,714
Less: Current obligations	1,186	1,113
Noncurrent lease obligations	$ 1,184	$ 1,601

INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022
Unrecognized Tax Benefits
Unrecognized tax benefits	$ 0	$ 0
Unrecognized tax benefits, period increase (decrease)	$ 0

INCOME TAXES - Operating Loss Carryforwards (Details) $ in Millions	Dec. 29, 2023 USD ($)
Domestic Tax Authority
Operating Loss Carryforwards
Operating loss carryovers	$ 52.8
Operating loss carryovers, not subject to expiration	13.2
State and Local Jurisdiction
Operating Loss Carryforwards
Operating loss carryovers	$ 77.2

ORGANIZATION AND OPERATIONS OF THE COMPANY - Accounting for Contracts (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Costs of contract revenue
Retained accounts receivable	$ 14,300	$ 8,515
Minimum
Costs of contract revenue
Percent of revenue (as a percent)	2.00%
Maximum
Costs of contract revenue
Percent of revenue (as a percent)	3.00%

GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Amortization Expense
Amortization expense for acquired identifiable intangible assets	$ 10.1	$ 11.2	$ 11.5

GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill Impairment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Goodwill impairment
Goodwill impairment	$ 0	$ 0	$ 0

DEBT OBLIGATIONS - New Credit Facilities (Details) - USD ($) $ in Thousands	Sep. 29, 2023	Dec. 29, 2023	Dec. 30, 2022
Debt Obligations
Debt issuance costs		$ 1,021	$ 511
Notes Payable to Banks \| New Credit Facilities
Debt Obligations
Composite interest rate (as a percent)		8.50%
Notes Payable to Banks \| New Credit Facilities \| Base Rate \| Minimum
Debt Obligations
Spread on floating interest rate (as a percent)	0.75%
Interest rate (as a percent)	0.00%
Notes Payable to Banks \| New Credit Facilities \| Base Rate \| Maximum
Debt Obligations
Spread on floating interest rate (as a percent)	2.00%
Notes Payable to Banks \| New Credit Facilities \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Minimum
Debt Obligations
Spread on floating interest rate (as a percent)	1.75%
Interest rate (as a percent)	0.00%
Notes Payable to Banks \| New Credit Facilities \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Maximum
Debt Obligations
Spread on floating interest rate (as a percent)	3.00%
Notes Payable to Banks \| Term Loan
Debt Obligations
Initial outstanding principal	$ 100,000
Annual amortization of debt (as a percent)	7.50%
Amortization of debt for second and third years (as a percent)	10.00%
Debt issuance costs		$ 1,000
Notes Payable to Banks \| Revolving credit facility
Debt Obligations
Initial outstanding principal	$ 50,000
Contingent increase in aggregate maximum borrowing capacity	$ 75,000
Line of credit issuance costs		500
Notes Payable to Banks \| Revolving credit facility \| Minimum
Debt Obligations
Commitment fee (as a percent)	0.20%
Notes Payable to Banks \| Revolving credit facility \| Maximum
Debt Obligations
Commitment fee (as a percent)	0.40%
Notes Payable to Banks \| Letter of credit
Debt Obligations
Letters of credit issued		$ 4,100
Notes Payable to Banks \| Letter of credit \| Minimum
Debt Obligations
Commitment fee (as a percent)	1.3125%
Notes Payable to Banks \| Letter of credit \| Maximum
Debt Obligations
Commitment fee (as a percent)	2.25%

SEGMENT AND GEOGRAPHICAL INFORMATION

12 Months Ended

Dec. 29, 2023

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 fiscal years 2023, 2022, or 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 and reconciliation to the amounts reported in the Company’s consolidated financial statements follows:


			Engineering		Unallocated				Consolidated
	Energy		& Consulting		Corporate		Intersegment		Total
	(in thousands)
Fiscal Year 2023
Contract revenue	$	426,976	$	83,119	$	—	$	—	$	510,095
Depreciation and amortization		15,176		1,255		—		—		16,431
Interest expense		6		—		9,407		—		9,413
Segment profit (loss) before income tax expense		16,921		10,270		(12,600)		—		14,591
Income tax (benefit) expense		4,250		2,580		(3,165)		—		3,665
Net income (loss)		12,671		7,690		(9,435)		—		10,926
Segment assets ⁽¹⁾		345,745		25,842		67,131		(23,130)		415,588
Fiscal Year 2022
Contract revenue	$	357,460	$	71,678	$	—	$	—	$	429,138
Depreciation and amortization		16,507		982		—		—		17,489
Interest expense		11		—		5,317		—		5,328
Segment profit (loss) before income tax expense		(9,544)		10,896		(12,804)		—		(11,452)
Income tax (benefit) expense		(2,504)		2,858		(3,358)		—		(3,004)
Net income (loss)		(7,041)		8,037		(9,444)		—		(8,448)
Segment assets ⁽¹⁾		342,067		22,034		68,703		(23,130)		409,674
Fiscal Year 2021
Contract revenue	$	286,385	$	67,370	$	—	$	—	$	353,755
Depreciation and amortization		16,156		990		—		—		17,146
Interest expense		8		—		3,861		—		3,869
Segment profit (loss) before income tax expense		(4,808)		9,135		(16,731)		—		(12,404)
Income tax (benefit) expense		(1,546)		2,936		(5,377)		—		(3,987)
Net income (loss)		(3,263)		6,198		(11,352)		—		(8,417)
Segment assets ⁽¹⁾		363,232		21,423		32,897		(23,130)		394,422

(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:


	2023
	Energy		Engineering and Consulting		Total
	(in thousands)
Contract Type
Time-and-materials	$	35,582	$	63,530	$	99,112
Unit-based		199,040		15,753		214,793
Fixed price		192,354		3,836		196,190
Total⁽¹⁾	$	426,976	$	83,119	$	510,095

Client Type
Commercial	$	31,162	$	5,866	$	37,028
Government		159,935		76,972		236,907
Utilities⁽²⁾		235,879		281		236,160
Total⁽¹⁾	$	426,976	$	83,119	$	510,095

Geography ⁽³⁾
Domestic	$	426,976	$	83,119	$	510,095


	2022
	Energy		Engineering and Consulting		Total
	(in thousands)
Contract Type
Time-and-materials	$	32,491	$	53,584	$	86,075
Unit-based		180,509		14,296		194,805
Fixed price		144,460		3,798		148,258
Total⁽¹⁾	$	357,460	$	71,678	$	429,138

Client Type
Commercial	$	29,782	$	5,566	$	35,348
Government		126,494		65,969		192,463
Utilities⁽²⁾		201,184		143		201,327
Total⁽¹⁾	$	357,460	$	71,678	$	429,138

Geography ⁽³⁾
Domestic	$	357,460	$	71,678	$	429,138


	2021
	Energy		Engineering and Consulting		Total
	(in thousands)
Contract Type
Time-and-materials	$	34,004	$	52,209	$	86,213
Unit-based		180,311		10,688		190,999
Fixed price		72,069		4,474		76,543
Total⁽¹⁾	$	286,384	$	67,371	$	353,755

Client Type
Commercial	$	24,541	$	5,323	$	29,864
Government		65,249		61,899		127,148
Utilities⁽²⁾		196,594		149		196,743
Total⁽¹⁾	$	286,384	$	67,371	$	353,755

Geography ⁽³⁾
Domestic	$	286,384	$	67,371	$	353,755

(1)

Amounts may not add to the totals due to rounding.

(2)

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

(3)

Revenue from the Company’s foreign operations were immaterial for fiscal years 2023, 2022, and 2021.

The following sets forth the assets that are included in Unallocated Corporate as of December 29, 2023 and December 30, 2022.


	2023		2022
	(in thousands)
Assets:
Cash and cash equivalents	$	23,397	$	8,806
Restricted cash		—		10,679
Accounts Receivable, net		(915)		(2,038)
Prepaid expenses		1,399		3,366
Intercompany receivables		2,345,753		1,706,878
Goodwill		2		2
Other receivables		880		4,154
Equipment and leasehold improvements, net		1,299		1,680
Investments in subsidiaries		23,130		23,130
ROU Assets		1,389		126
Other		590		254
Deferred income taxes		15,961		18,543
	$	2,412,885	$	1,775,580

Geographical Information

Substantially all of the Company’s consolidated revenue was derived from its operations in the U.S.

The Company operates through a network of offices spread across 22 U.S. states, the District of Columbia, the Commonwealth of Puerto Rico, and Canada. Revenues from the Company’s Puerto Rican and Canadian operations were not material for fiscal years 2023, 2022, and 2021.

Customer Concentration

For fiscal years 2023, 2022, and 2021, the Company’s top 10 customers accounted for 52.7%, 54.6%, and 49.2%, respectively, of the Company’s consolidated contract revenue. During fiscal year 2023, the Company had no individual customers that accounted for more than 10% of its consolidated contract revenue. During fiscal years 2022 and 2021, the Company had individual customers that accounted for more than 10% of its consolidated contract revenues. For fiscal year 2022, the Company derived 12.0% of its consolidated contract revenue from one customer, Los Angeles Department of Water and Power (“LADWP”). For fiscal year 2021, the Company derived 10.8% of its consolidated contract revenue from one customer, LADWP.

On a segment basis, the Company also had individual customers that accounted for more than 10% of its segment contract revenues. For fiscal year 2023, the Company derived 22.7% of its Energy segment revenues from two customers, LADWP and the Dormitory Authority State of New York (“DASNY”), and had no individual customers accounted for more than 10% of its Engineering and Consulting segment revenues. For fiscal year 2022, the Company derived 14.4% of its Energy segment revenues from one customer, LADWP, and had no individual customers that accounted for more than 10% of its Engineering and Consulting segment revenues. For fiscal year 2021, the Company derived 34.5% of its Energy segment revenues from three customers, LADWP, Duke Energy and Consolidated Edison of New York, and it derived 10.3% 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. In fiscal years 2023, 2022, and 2021, services provided to clients in California accounted for 45.1%, 41.7%, and 36.8%, respectively, of the Company’s consolidated contract revenue, and services provided to clients in New York accounted for 24.7%, 22.8%, and 21.0%, respectively, of the Company’s consolidated 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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Contract Assets (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
SUPPLEMENTAL FINANCIAL STATEMENT DATA
Unbilled short-term	$ 79,585	$ 74,545
Contract retentions	14,300	8,515
Contract assets	93,885	83,060
Unbilled long-term	2,849	2,330
Total contract assets	$ 96,734	$ 85,390

ORGANIZATION AND OPERATIONS OF THE COMPANY (Policies)

12 Months Ended

Dec. 29, 2023

ORGANIZATION AND OPERATIONS OF THE COMPANY

Basis of Presentation

Basis of Presentation

The Company has prepared its Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

The consolidated statement of stockholders' equity includes repurchases of shares of the Company’s common stock from employees to satisfy tax withholding obligations incurred in connection with the vesting of restricted stock or performance stock units, which amount is presented as a reduction of additional paid-in capital and common stock.

Fiscal Years

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 2023, fiscal year 2022, and fiscal year 2021, which ended on December 29, 2023, December 30, 2022, and December 31, 2021, respectively, were all comprised of 52 weeks, with all quarters presented consisting of 13 weeks.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of Willdan Group, Inc. and its wholly-owned subsidiaries and their respective subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Reclassifications

Certain prior year amounts have been reclassified in the consolidated financial statements to conform to the current year presentation.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

All highly liquid investments purchased with a remaining maturity of three months or less are considered to be cash equivalents. The Company from time to time may be exposed to credit risk with its bank deposits in excess of the FDIC insurance limits and with uninsured money market investments. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

Restricted Cash

Restricted Cash

The Company, from time to time, has restricted cash that represents amounts not readily available for current operations due to contractual restrictions which designate these restricted cash balances for specific purposes.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company uses the three-tier hierarchy of fair value measurement, which prioritizes the inputs. These tiers include: Level 1 (the highest priority), defined as observable inputs, such as quoted prices in active markets, Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3 (the lowest priority), defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company’s financial instruments consist primarily of cash, cash equivalents, accounts receivable, contract assets, other receivables, prepaid expenses and other current assets, accounts payable, accrued liabilities and contract liabilities. The carrying amounts of certain other assets and contingent consideration are discounted to their present value because the time between the origination of these instruments and their expected realization or payment is greater than one year.

As of December 29, 2023 and December 30, 2022, the carrying amounts of the Company's cash and cash equivalents, accounts receivable, contract assets, other receivables, prepaid expenses and other current assets, accounts payable, accrued liabilities and contract liabilities, approximate their fair values because of the relatively short period of time between the origination of these instruments and their expected realization or payment. The carrying amounts of debt obligations approximate their fair values since the terms are comparable to terms currently offered by local lending institutions for loans of similar terms to companies with comparable credit risk.

The carrying amounts of the derivative financial instrument is valued based on Level 2 inputs.

Variable Interest Entities

Variable Interest Entities

The Company accounts for variable interest entities in accordance with Accounting Standards Codification (“ASC”) 810, Consolidation. Under ASC 810, a variable interest entity (“VIE”) is created when any of the following criteria are present: (a) the equity investment at risk in the entity is not sufficient to permit the entity to finance its activities without additional subordinated financial support provided by other parties, including the equity holders; (b) the entity’s equity holders as a group either (i) lack the direct or indirect ability to make decisions about the entity, (ii) are not obligated to absorb expected losses of the entity or (iii) do not have the right to receive expected residual returns of the entity; or (c) the entity’s equity holders have voting rights that are not proportionate to their economic interests, and the activities of the entity involve or are conducted on behalf of the equity holder with disproportionately few voting rights. If an entity is deemed to be a VIE pursuant to ASC 810, the enterprise that has both (i) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb the expected losses of the entity or right to receive benefits from the entity that could be potentially significant to the VIE is considered the primary beneficiary and must consolidate the VIE. In accordance with ASC 810, the Company performs ongoing reassessments of whether an enterprise is the primary beneficiary of a VIE.

As of December 29, 2023, the Company had one VIE — Genesys Engineering, P.C. (“Genesys”). Pursuant to New York law, the Company does not own capital stock of Genesys and does not have control over the professional decision making of Genesys’s engineering services. The Company, however, has entered into an administrative services agreement with Genesys pursuant to which WES, the Company’s wholly-owned subsidiary, will provide Genesys with ongoing administrative, operational and other non-professional support services. The Company manages Genesys and has the power to direct the activities that most significantly impact Genesys’s performance, in addition to being obligated to absorb expected losses from Genesys. Accordingly, the Company is the primary beneficiary of Genesys and consolidates Genesys as a VIE.

Management also concluded there is no noncontrolling interest related to the consolidation of Genesys because management determined that (i) the shareholder of Genesys does not have more than a nominal amount of equity investment at risk, (ii) WES absorbs the expected losses of Genesys through its deferral of Genesys’s service fees owed to WES and the Company has, since entering into the administrative services agreement, had to continuously defer service fees for Genesys, and (iii) the Company believes Genesys will continue to have a shortfall on payment of its service fees for the foreseeable future, leaving no expected residual returns for the shareholder. For more information regarding Genesys, see Note 8 “Commitments and Variable Interest Entities.”

Segment Information

Segment Information

The Company presents segment information externally consistent with the manner in which the Company’s chief operating decision maker reviews information to assess performance and allocate resources. The Company’s two segments are (i) Energy, and (ii) Engineering and Consulting.

Willdan Group, Inc. (“WGI”) is a holding company and performs administrative functions on behalf of its subsidiaries, such as treasury, legal, accounting, information systems, human resources and certain business development activities, and earns revenue that is only incidental to the activities of the enterprise. As a result, WGI does not meet the definition of an operating segment.

Revenue Recognition

Contract Assets and Liabilities

Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or pre-agreed schedules. Billings do not necessarily correlate with revenue recognized using the percentage-of-completion method of revenue recognition. Contract assets include unbilled amounts typically resulting from revenue under contracts where the percentage-of-completion method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. In addition, contract assets include retainage amounts withheld from billings to the Company’s clients pursuant to provisions in our contracts. Contract liabilities consist of advance payments and billings in excess of revenue recognized and deferred revenue.

Contract Accounting

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

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


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

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 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.

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

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

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

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

Retainage, included in contract assets, represents amounts withheld from billings to the Company’s clients pursuant to provisions in the contracts and may not be paid to the Company until specific tasks are completed or the project is completed and, in some instances, for even longer periods. As of December 29, 2023 and December 30, 2022, contract assets included retainage of $14.3 million and $8.5 million, respectively.

General and Administrative Expenses

General and Administrative Expenses

General and administrative expenses include the costs of the marketing and support staff, other marketing expenses, management and administrative personnel costs, payroll taxes, bonuses and employee benefits for all of the Company’s employees and the portion of salaries and wages not allocated to direct costs of contract revenue for those employees who provide the Company’s services. General and administrative expenses also include facility costs, depreciation and amortization, professional services, legal and accounting fees and administrative operating costs. Within general and administrative expenses, “Other” includes expenses such as provision for billed or unbilled

receivables, professional services, legal and accounting, computer costs, travel and entertainment, marketing costs and acquisition costs. The Company expenses general and administrative costs when incurred.

Leases

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 require, among other things, that lessees recognize the following for all leases (unless a policy election is made by class of underlying asset to exclude short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or the direct use of, a specified asset for the lease term. The FASB issued ASU 2018-11 on July 30, 2018, which allows entities to apply the provisions of ASC 842 at the effective date without adjusting comparative periods.

Under this guidance, the net present value of future lease payments is recorded as right-of-use assets and lease liabilities. In addition, the Company elected the ‘package of practical expedients’ permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. In addition, the Company elected not to utilize the hindsight practical expedient to determine the lease term for existing leases. The Company also elected the practical expedient to not separate lease and non-lease components for its facilities leases. Previously, all of the Company’s office leases were classified as operating leases and rent expense was included in facilities expense in the consolidated statements of comprehensive income.

In addition, the Company leases certain equipment under financing leases. The economic substance of the leases is a financing transaction for acquisition of equipment and leasehold improvements. Accordingly, the right-of-use assets for these leases are included in the balance sheets in equipment and leasehold improvements, net of accumulated depreciation, with a corresponding amount recorded in current portion of financing lease obligations or noncurrent portion of financing lease obligations, as appropriate. The financing lease assets are amortized over the life of the lease or, if shorter, the life of the leased asset, on a straight-line basis and included in depreciation expense in the statements of comprehensive income. The interest associated with financing lease obligations is included in interest expense in the statements of comprehensive income. For more information, see Note 7, “Leases”.

Equipment and Leasehold Improvements

Equipment and Leasehold Improvements

Equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Equipment under finance leases is stated at the present value of the minimum lease payments as of the acquisition date. Depreciation and amortization on equipment are calculated using the straight-line method over estimated useful lives of two to five years. Leasehold improvements and assets under capital leases are amortized using the straight-line method over the shorter of estimated useful lives or the term of the related lease.

Following are the estimated useful lives used to calculate depreciation and amortization:


Category	Estimated Useful Life
Furniture and fixtures	5	years
Computer hardware	3	years
Computer software	3	years
Automobiles and trucks	3	years
Field equipment	5	years

Goodwill

Goodwill

Goodwill represents the excess of costs over fair value of the assets acquired. The Company completes its annual testing of goodwill as of the last day of the first month of its fourth fiscal quarter each year to determine whether there is impairment. Goodwill, which has an indefinite useful life, is not amortized, but instead tested for impairment at least annually or more frequently if events and circumstances indicate that the asset might be impaired. Impairment losses for reporting units are recognized to the extent that a reporting unit’s carrying amount exceeds its fair value.

Long-lived assets

Long-lived assets

Long-lived assets, such as equipment, leasehold improvements and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Accounting for Claims against the Company

Accounting for Claims against the Company

The Company accrues an undiscounted liability related to claims against it for which the incurrence of a loss is probable and the amount can be reasonably estimated. The Company discloses the amount accrued and an estimate of any reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for its financial statements not to be misleading. The Company does not accrue liabilities related to claims when the likelihood that a loss has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. Losses related to recorded claims are included in general and administrative expenses.

Determining probability and estimating claim amounts is highly judgmental. Initial accruals and any subsequent changes in the Company’s estimates could have a material effect on its consolidated financial statements.

Stock-based Compensation

Stock-based Compensation

The Company accounts for all stock-based compensation under the fair value recognition provisions of the accounting standard entitled “Compensation—Stock Compensation.” Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite vesting period. The fair values of all stock options granted and the fair values of all Employee Stock Purchase Plan (“ESPP”) purchase rights are estimated using the Black-Scholes option-valuation model. The Black-Scholes option-valuation model requires the input of highly subjective assumptions. Performance-based restricted stock unit awards (“PBRSUs”) are granted to certain employees and vest only after the achievement of pre-determined performance metrics. Once the performance metrics are met, vesting of PBRSUs is subject to continued service by the employee. At the end of each reporting period, the Company evaluates the probability that PBRSUs will be earned. The Company records stock-based compensation expense based on the probability that the performance metrics will be achieved over the vesting period.

Business Combinations

Business Combinations

The acquisition method of accounting for business combinations requires the Company to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company may adjust the provisional amounts recognized for a business combination based upon new information about facts that existed on the business combination date).

Under the acquisition method of accounting, the Company recognizes separately from goodwill the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in an acquiree, at the acquisition date fair value.

The Company measures goodwill as of the acquisition date as the excess of consideration transferred over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed. Costs that the Company incurs to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration. The Company charges these acquisition costs to general and administrative expense as they are incurred.

During fiscal years 2023, 2022, and 2021, the Company did not have any material acquisitions.

Income Taxes

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities, subject to a judgmental assessment of the recoverability of deferred tax assets. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is more-likely-than-not that some of the deferred tax assets may not be realized. Significant judgment is applied when assessing the need for valuation allowances. Areas of estimation include the Company’s consideration of future taxable income and ongoing prudent and feasible tax planning strategies. Should a change in circumstances lead to a change in judgment about the utilization of deferred tax assets in future years, the Company would adjust the related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income.

During each fiscal year, management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize existing deferred tax assets. During fiscal year 2023 and fiscal year 2022, the Company had no change in its valuation allowance on its deferred tax assets. During fiscal year 2021, the Company determined that it was more-likely-than-not that a portion of the New Jersey net operating losses would 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 in other states, which resulted 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. As of December 29, 2023, the Company had a total valuation allowance of $1.2 million related to its deferred tax assets.

For acquired business entities, if the Company identifies changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period and they relate to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement period adjustment and the Company records the offset to goodwill. The Company records all other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions in current period income tax expense.

The Company recognizes the tax benefit from uncertain tax positions if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. For further information, see Note 11, “Income Taxes”, of the Notes to consolidated financial statements included in this Annual Report on Form 10-K.

Earnings (loss) per Share

Earnings (loss) per Share

The Company computes basic income per common share using net income and the weighted average number of common shares outstanding during the period. Diluted income per common share is computed using net income and the weighted average number of common shares and potentially dilutive common shares outstanding during the period.

Potentially dilutive common shares include dilutive outstanding employee stock options, restricted stock awards (“RSA”), PBRSUs, and rights to purchase shares of common stock under the Company’s ESPP.

Other Comprehensive Income (loss), Net of Tax

Other Comprehensive Income (loss), Net of Tax

Other comprehensive income (loss), net of tax refers to revenue, expenses, gains and losses that are recorded as an element of shareholders’ equity but are excluded from net income (loss). The Company’s other comprehensive income (loss), net of tax is comprised of unrealized gains or losses on its interest rate swap agreement designated as cash flow hedges.

Derivatives

Derivatives

From time to time, the Company uses certain interest rate derivatives contracts to hedge interest rate exposures on its variable rate debt. The Company recognizes derivative instruments as either assets or liabilities on its consolidated balance sheets at fair value. The Company records changes in the fair value (i.e., gains or losses) of the derivatives that have been designated as cash flow hedges in its consolidated balance sheets as accumulated other comprehensive income (loss) and in its consolidated statements of comprehensive (loss) income as a loss or gain on cash flow hedge valuation.

Operating Cycle

Operating Cycle

In accordance with industry practice, amounts realizable and payable under contracts that extend beyond one year are included in current assets (included in contract assets) and current liabilities.

Accounting Pronouncements Recently Issued

Accounting Pronouncements Recently Issued

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 amends the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state, and foreign). In addition, ASU 2023-09 requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions, among other changes. The amendments can be applied on a prospective basis although retrospective application is permitted. The amendments are effective for the fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact this update will have on its Consolidated Financial Statements.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 expands segment disclosure requirements through enhanced disclosures related to significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The amendments are effective for the fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact this update will have on its Consolidated Financial Statements.

In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 amends U.S. GAAP to reflect updates and simplifications to certain disclosure and presentation requirements referred to FASB by the Securities and Exchange Commission (“SEC”). The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into Codification. Each amendment in ASU 2023-06 is effective on either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. No amendments were effective at December 29, 2023. The Company is currently evaluating the impact this update will have on its Consolidated Financial Statements.

RECENT ACCOUNTING PRONOUNCEMENTS

12 Months Ended

Dec. 29, 2023

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

2. RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Pronouncements Recently Issued

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482833/825-10-65-6

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479654/326-10-65-4

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479654/326-10-65-4

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (f)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483194/926-20-65-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
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-Subparagraph (f)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483194/926-20-65-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 926
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-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (f)(3)
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-URI https://asc.fasb.org//1943274/2147483194/926-20-65-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480530/250-10-S99-6

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (e)(1)
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147481925/310-20-65-2

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-SubTopic 20
-Topic 310
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481925/310-20-65-2

+ Details

DEBT OBLIGATIONS - Composition (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Debt Obligations
Total debt	$ 98,452	$ 107,958
Issuance costs and debt discounts	(1,021)	(511)
Subtotal - long term debt	97,431	107,447
Notes Payable to Banks \| Term Loan
Debt Obligations
Total debt	98,125
Issuance costs and debt discounts	(1,000)
Notes Payable to Banks \| Term A Loan
Debt Obligations
Total debt		65,000
Notes Payable to Banks \| Delayed Draw Term Loan Facility
Debt Obligations
Total debt		41,000
Notes Payable, Other Payables \| Other Debt
Debt Obligations
Total debt	$ 327	$ 1,958

ORGANIZATION AND OPERATIONS OF THE COMPANY - Fiscal Years (Details)	3 Months Ended												12 Months Ended
	Dec. 29, 2023	Sep. 29, 2023	Jun. 30, 2023	Mar. 31, 2023	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. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Entity Information
Length of fiscal period	91 days	91 days	91 days	91 days	91 days	91 days	91 days	91 days	91 days	91 days	91 days	91 days	364 days	364 days	364 days
Minimum
Entity Information
Length of fiscal period				91 days				91 days				91 days	364 days	364 days	364 days
Maximum
Entity Information
Length of fiscal period				98 days				98 days				98 days	371 days	371 days	371 days

COMMITMENTS AND VARIABLE INTEREST ENTITIES - Employee Benefit Plans (Details)	12 Months Ended
	Dec. 29, 2023 USD ($) Y	Dec. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Employee Benefit Plans
Employer matching contributions	$ 2,200,000	$ 2,300,000	$ 2,000,000.0
Qualified Cash or Deferred Arrangement
Employee Benefit Plans
Defined Contribution Plan, Tax Status	us-gaap:QualifiedPlanMember
Maximum employee contribution as a percentage of compensation under 401(k) Plan (as a percent)	50.00%
Defined Contribution Plan
Employee Benefit Plans
Service period	3 months
Attained age \| Y	21
Defined contribution plan, employer matching contribution, percent of match (as a percent)	50.00%
Defined contribution plan, employer matching contribution, percent of employees' gross pay (as a percent)	6.00%
Maximum employer contribution per employee	$ 3,000

SUPPLEMENTAL FINANCIAL STATEMENT DATA

12 Months Ended

Dec. 29, 2023

SUPPLEMENTAL FINANCIAL STATEMENT DATA

SUPPLEMENTAL FINANCIAL STATEMENT DATA

3. SUPPLEMENTAL FINANCIAL STATEMENT DATA

Restricted Cash

The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the consolidated balance sheets for fiscal years 2023, 2022 and 2021, to the total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows for fiscal years 2023, 2022, and 2021:


	December 29,		December 30,		January 1,
	2023		2022		2022
	(in thousands)
Cash and cash equivalents	$	23,397	$	8,806	$	11,221
Restricted cash		—		10,679		—
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows	$	23,397	$	19,485	$	11,221

Under certain utility contracts, the Company periodically receives cash deposits to be held in trust for the payment of energy incentive rebates to be sent directly to the utility’s end-customer on behalf of the utility. The Company acts solely as the utility’s agent to distribute these funds to the end-customer and, accordingly, the Company classifies these contractually restricted funds as restricted cash. Because these funds are held in trust for pass through to the utility’s customers and have no impact on the Company’s working capital or operating cash flows, these cash receipts are presented in the consolidated statement of cash flows as financing cash inflows, “Receipt of restricted cash”, with the subsequent payments classified as financing cash outflows, “Payment of restricted cash.”

Accounts Receivable

Accounts receivable consisted of the following:


	December 29,		December 30,
	2023		2022
	(in thousands)
Billed	$	70,543	$	60,842
Allowance for doubtful accounts		(866)		(640)
Accounts receivable, net	$	69,677	$	60,202

The movements in the allowance for doubtful accounts consisted of the following:


	Fiscal Year
	2023		2022		2021
	(in thousands)
Balance as of the beginning of the year	$	640	$	1,115	$	2,127
(Recovery of) provision for doubtful accounts		826		243		102
Write-offs of uncollectible accounts		(600)		(718)		(1,224)
Fair value adjustment		—		—		110
Balance as of the end of the year	$	866	$	640	$	1,115

Allowances for doubtful accounts have been determined through specific identification of amounts considered to be uncollectible and potential write-offs, plus a non-specific allowance for other amounts for which some potential loss has been determined to be probable based on current and past experience.

As of December 29, 2023, two of the Company’s customers, Consolidated Edison of New York and LADWP, accounted for 24.6% of the Company’s billed outstanding receivables. As of December 30, 2022, one customer, Consolidated Edison of New York, accounted for 10.3% of the Company’s billed outstanding receivables.

Contract Assets

Contract assets consisted of the following:


	December 29,		December 30,
	2023		2022
	(in thousands)
Unbilled short-term	$	79,585	$	74,545
Contract retentions		14,300		8,515
Contract assets		93,885		83,060
Unbilled long-term⁽¹⁾		2,849		2,330
Total contract assets	$	96,734	$	85,390

(1)

Included in Other assets in the consolidated financial statements.

Unbilled accounts receivable represent revenue recognized, but not yet billed, pursuant to contract terms or accounts billed after the period end. Contract retentions represent amounts invoiced to clients where payments have been withheld pending the completion of certain milestones, other contractual conditions or upon the completion of the project. These retention agreements vary from project to project and could be outstanding for several months.

Equipment and Leasehold Improvements

Equipment and leasehold improvements were as follows:


	December 29,		December 30,
	2023		2022
	(in thousands)
Furniture and fixtures	$	4,379	$	4,062
Computer hardware and software		44,594		35,635
Leasehold improvements		3,382		3,097
Equipment under finance leases		6,139		5,503
Automobiles, trucks, and field equipment		3,373		3,134
Subtotal		61,867		51,431
Accumulated depreciation and amortization		(34,770)		(28,894)
Equipment and leasehold improvements, net	$	27,097	$	22,537

Depreciation expense of equipment and leasehold improvements totaled $6.3 million, $6.3 million, and $5.6 million in fiscal years 2023, 2022, and 2021, respectively.

Included in accumulated depreciation and amortization is $1.3 million, $1.1 million, and $0.6 million of amortization expense related to equipment held under finance leases in fiscal years 2023, 2022, and 2021, respectively.

Accrued Liabilities

Accrued liabilities were as follows:


	December 29,		December 30,
	2023		2022
	(in thousands)
Accrued subcontractor costs	$	30,196	$	28,374
Accrued bonuses		14,423		8,470
Employee withholdings		3,123		2,571
Compensation and payroll taxes		3,125		2,340
Rebate and other		139		14,643
Accrued accounting costs and taxes		3,123		2,712
Total accrued liabilities	$	54,129	$	59,110

INCOME TAXES - Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022
INCOME TAXES
Increase (decrease) in valuation allowance	$ 0	$ 0

DEBT OBLIGATIONS

12 Months Ended

Dec. 29, 2023

DEBT OBLIGATIONS

DEBT OBLIGATIONS

5. DEBT OBLIGATIONS

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


	December 29,		December 30,
	2023		2022
	(in thousands)
New Credit Facilities
Outstanding borrowings on Term Loan	$	98,125	$	—
Outstanding borrowings on Revolving Credit Facility		—		—
Prior Credit Facilities
Outstanding borrowings on Term A Loan		—		65,000
Outstanding borrowings on Revolving Credit Facility		—		—
Outstanding borrowings on Delayed Draw Term Loan		—		41,000
Other debt agreements		327		1,958
Total debt		98,452		107,958
Issuance costs and debt discounts		(1,021)		(511)
Subtotal		97,431		107,447
Less current portion of long-term debt		8,452		16,903
Long-term debt portion	$	88,979	$	90,544

New Credit Facilities

On September 29, 2023 (the “Closing Date”), the Company and certain of its subsidiaries entered into a credit agreement (the “Credit Agreement”) with a syndicate of financial institutions as lenders and BMO Bank, N.A. (“BMO”), as administrative agent. The Credit Agreement replaced the Company’s Amended and Restated Credit Agreement, dated as of June 26, 2019, (as amended, the “Prior Credit Agreement”), by and among the Company, the guarantors party thereto, BMO as administrative agent and lender and the lenders party thereto.

The Credit Agreement provides for (i) a $100.0 million term loan (the “Term Loan”) and (ii) a $50.0 million revolving credit facility (the “Revolving Credit Facility”, and collectively with the Term Loan, the “Credit Facilities”), each maturing on September 29, 2026. The Company may also request lenders to add incremental term loans or increase the aggregate commitment under the Revolving Credit Facility by an aggregate amount of up to $75.0 million, subject to meeting certain conditions, and only if the lenders agree to provide such additional term loans or revolving commitments.

Borrowings under the Credit Facilities bear interest at either a Base Rate (as defined in the Credit Agreement) or the adjusted Secured Overnight Financing Rate (“SOFR”), at the Company’s option, and in each case, plus an applicable margin, which applicable margin ranges from 0.75% to 2.00% with respect to Base Rate borrowings and 1.75% to 3.00% with respect to SOFR borrowings, depending on the Company’s Total Net Leverage Ratio (as defined in the Credit Agreement); provided, that SOFR and the Base Rate cannot be less than 0.00%, with the specific pricing reset on each date on which the Administrative Agent receives the required financial statements under the Credit Agreement for the fiscal quarter then ended. The Company must also pay a commitment fee for the unused portion of the Revolving Credit Facility, which ranges from 0.20% to 0.40% per annum depending on the Company’s Total Net Leverage Ratio, and fees on the face amount of any letters of credit outstanding under the Revolving Credit Facility, which range from 1.3125% to 2.25% per annum, in each case, depending on the Company’s Total Net Leverage Ratio, as well as customary fronting fees payable to BMO as letter of credit issuer. In connection with the closing of the Credit Facilities, the Company paid certain other fees and expenses.

The Term Loan will amortize quarterly in an amount equal to (i) 7.5% per annum for the first year ending after the Closing Date and (ii) 10.0% per annum for the second and third years ending after the Closing Date, with a final payment of all then remaining principal and interest due on the maturity date of September 29, 2026. The amounts

outstanding under the Credit Facilities may be prepaid in whole or in part at any time without penalty (other than customary breakage costs).

The Term Loan issuance costs are amortized to interest expense over the term of the loan, and as of December 29, 2023, issuance costs of $1.0 million remained unamortized. The Revolving Credit Facility issuance costs are included in assets in the accompanying Condensed Consolidated Balance Sheets, and as of December 29, 2023, issuance costs of $0.5 million remained unamortized.

Willdan Group, Inc. is the borrower under the Credit Agreement and its obligations under the Credit Agreement are guaranteed by its present and future domestic subsidiaries (other than inactive subsidiaries). In addition, subject to certain exceptions, all such obligations are secured by substantially all of the assets of Willdan Group, Inc. and the subsidiary guarantors (other than inactive subsidiaries).

The Credit Agreement requires compliance with financial covenants, including a maximum Net Leverage Ratio and a minimum Fixed Charge Coverage Ratio (as defined in the Credit Agreement). The Credit Agreement also contains customary restrictive covenants, including (i) restrictions on the incurrence of additional indebtedness and additional liens on property, (ii) restrictions on permitted acquisitions and other investments and (iii) limitations on asset sales, mergers and acquisitions. Further, the Credit Agreement limits the Company’s payment of future dividends and distributions and share repurchases by the Company. Subject to certain exceptions, the borrowings under the Credit Agreement are also subject to mandatory prepayment from (a) any issuances of debt or equity securities, (b) any sale or disposition of assets, (c) insurance and condemnation proceeds, and (d) a percentage of excess cash flow. The Credit Agreement includes customary events of default.

The Company believes that, as of December 29, 2023, it was in compliance with all covenants contained in the Credit Agreement. As of December 29, 2023, the Company’s composite annual interest rate, exclusive of the effects of upfront fees, undrawn fees and issuance cost amortization, was 8.5% and $4.1 million in letters of credit were issued.

Prior Credit Facilities

On June 26, 2019, the Company and certain of its subsidiaries entered into the Prior Credit Agreement with a syndicate of financial institutions as lenders and BMO Harris Bank, N.A., as administrative agent (the “Administrative Agent”). The Prior Credit Agreement provided 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 “Prior Credit Facilities”), each maturing on June 26, 2024. The Company’s obligations under the Prior Credit Agreement were guaranteed by its present and future domestic subsidiaries, with limited exceptions.

Pursuant to the terms of the Seventh Amendment to the Prior Credit Agreement (the “Seventh Amendment”), among other things, (A) aggregate borrowings under the Revolving Credit Facility were restricted to no more than $10.0 million at any time during the period from November 1, 2022 through the date on which financial statements and compliance documents were received by the Administrative Agent for the fiscal quarter ending March 31, 2023, and (B) access to the accordion feature of the Prior Credit Agreement was limited to periods when the Company’s Total Leverage Ratio (as defined in the Prior Credit Agreement) was less than 3.0.

On April 28, 2023, the Company delivered to the Administrative Agent the required financial statements and compliance documents for the fiscal quarter ending March 31, 2023, reflecting full compliance with the restrictive covenants under the Prior Credit Agreement, and thus effectively terminating the limitations on borrowing capacity and other restrictions imposed under the terms set by the Seventh Amendment.

Effective April 28, 2023, borrowings under the Prior Credit Agreement bore interest at either a Base Rate (as defined in the Prior Credit Agreement) or SOFR, 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 SOFR borrowings, depending on the Total Leverage Ratio; provided, that SOFR could not be less than 0.00%,

with the specific pricing reset on each date on which the Administrative Agent received the required financial statements under the Prior Credit Agreement for the fiscal quarter then ended. The Company was obligated to also pay a commitment fee for the unused portion of the Revolving Credit Facility and the Delayed Draw Term Loan under the Prior Credit Agreement, which ranged from 0.15% to 0.40% per annum depending on the Total 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 Total Leverage Ratio.

The Prior Credit Agreement required the Company to comply with certain financial covenants, including requiring that the Company maintain a (i) Total Leverage Ratio of at least 3.25 to 1.00, and (ii) Fixed Charge Coverage Ratio (as defined in the Prior Credit Agreement) of not less than 1.20 to 1.00, in each case tested quarterly. The Prior Credit Agreement also contained customary events of default and contains other customary restrictive covenants.

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 Consolidated Financial Statements.

Future Debt Payments

The following table summarizes the combined principal installments for the Company’s debt obligations, excluding capital leases, over the next five years and beyond, as of December 29, 2023 (in thousands):


Fiscal Year:
2024	$	8,452
2025		10,000
2026		80,000
2027		—
2028		—
Total debt maturities		98,452
Issuance costs and debt discounts		(1,021)
Net carrying value	$	97,431

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

EARNINGS PER SHARE (EPS) - Antidilutive Securities (Details) shares in Thousands	12 Months Ended
	Dec. 29, 2023 shares
Share-Based Payment Arrangement
Antidilutive securities
Antidilutive securities excluded from computation of earnings per share (in shares)	363

DEBT OBLIGATIONS (Tables)

12 Months Ended

Dec. 29, 2023

DEBT OBLIGATIONS

Schedule of debt obligations, excluding obligations under capital leases


	December 29,		December 30,
	2023		2022
	(in thousands)
New Credit Facilities
Outstanding borrowings on Term Loan	$	98,125	$	—
Outstanding borrowings on Revolving Credit Facility		—		—
Prior Credit Facilities
Outstanding borrowings on Term A Loan		—		65,000
Outstanding borrowings on Revolving Credit Facility		—		—
Outstanding borrowings on Delayed Draw Term Loan		—		41,000
Other debt agreements		327		1,958
Total debt		98,452		107,958
Issuance costs and debt discounts		(1,021)		(511)
Subtotal		97,431		107,447
Less current portion of long-term debt		8,452		16,903
Long-term debt portion	$	88,979	$	90,544

Schedule of principal installments for debt obligations excluding capital leases


Fiscal Year:
2024	$	8,452
2025		10,000
2026		80,000
2027		—
2028		—
Total debt maturities		98,452
Issuance costs and debt discounts		(1,021)
Net carrying value	$	97,431

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)

12 Months Ended

Dec. 29, 2023

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Schedule of selected quarterly information


	Fiscal Three Months Ended
	March 31,		June 30,		September 29,		December 29,
	2023		2023		2023		2023

	(in thousands except per share amounts)
Contract revenue	$	102,603	$	119,077	$	132,738	$	155,677
Income (loss) from operations		4,014		2,474		3,837		11,749
Income tax expense (benefit)		756		243		713		1,953
Net income (loss)		932		397		1,566		8,031
Earnings (loss) per share:
Basic	$	0.07	$	0.03	$	0.12	$	0.59
Diluted	$	0.07	$	0.03	$	0.11	$	0.58
Weighted-average shares outstanding:
Basic		13,266		13,344		13,462		13,503
Diluted		13,470		13,487		13,709		13,731


	Fiscal Three Months Ended
	April 1,		July 1,		September 30,		December 30,
	2022		2022		2022		2022

	(in thousands except per share amounts)
Contract revenue	$	91,838	$	102,645	$	121,399	$	113,256
Income (loss) from operations		(5,608)		(5,298)		(755)		4,598
Income tax expense (benefit)		(2,389)		(1,673)		(1,526)		2,584
Net income (loss)		(3,773)		(4,326)		76		(425)
Earnings (loss) per share:
Basic	$	(0.30)	$	(0.33)	$	0.01	$	(0.03)
Diluted	$	(0.30)	$	(0.33)	$	0.01	$	(0.03)
Weighted-average shares outstanding:
Basic		12,786		13,016		13,110		13,138
Diluted		12,786		13,016		13,360		13,138

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 29, 2023	Sep. 29, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 30, 2022	Sep. 30, 2022	Jul. 01, 2022	Apr. 01, 2022	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Quarterly Financial Information
Contract revenue	$ 155,677	$ 132,738	$ 119,077	$ 102,603	$ 113,256	$ 121,399	$ 102,645	$ 91,838	$ 510,095	$ 429,138	$ 353,755
Income (loss) from operations	11,749	3,837	2,474	4,014	4,598	(755)	(5,298)	(5,608)	22,074	(7,063)	(8,691)
Income tax expense (benefit)	1,953	713	243	756	2,584	(1,526)	(1,673)	(2,389)	3,665	(3,004)	(3,987)
Net Income (Loss)	$ 8,031	$ 1,566	$ 397	$ 932	$ (425)	$ 76	$ (4,326)	$ (3,773)	$ 10,926	$ (8,448)	$ (8,417)
Earnings (Loss) per share:
Basic (in dollars per share)	$ 0.59	$ 0.12	$ 0.03	$ 0.07	$ (0.03)	$ 0.01	$ (0.33)	$ (0.30)	$ 0.82	$ (0.65)	$ (0.68)
Diluted (in dollars per share)	$ 0.58	$ 0.11	$ 0.03	$ 0.07	$ (0.03)	$ 0.01	$ (0.33)	$ (0.30)	$ 0.80	$ (0.65)	$ (0.68)
Weighted-average shares outstanding:
Basic (in shares)	13,503	13,462	13,344	13,266	13,138	13,110	13,016	12,786	13,394	13,013	12,458
Diluted (in shares)	13,731	13,709	13,487	13,470	13,138	13,360	13,016	12,786	13,606	13,013	12,458

SEGMENT AND GEOGRAPHICAL INFORMATION - Segment Assets (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Segment Reporting
Segment assets	$ 415,588	$ 409,674	$ 394,422
Operating Segments \| Energy
Segment Reporting
Segment assets	345,745	342,067	363,232
Operating Segments \| Engineering and Consulting
Segment Reporting
Segment assets	25,842	22,034	21,423
Corporate, Non-Segment
Segment Reporting
Segment assets	67,131	68,703	32,897
Intersegment Eliminations
Segment Reporting
Segment assets	$ (23,130)	$ (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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
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-Subparagraph (a)
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 5: 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 13: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1

+ Details

INCOME TAXES - Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 29, 2023	Sep. 29, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 30, 2022	Sep. 30, 2022	Jul. 01, 2022	Apr. 01, 2022	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Provision for income taxes reconciliation
Computed "expected" federal income tax expense									$ 3,064	$ (2,405)	$ (2,605)
Permanent differences									194	24	18
Nondeductible executive compensation									121	711	1,349
Stock options and disqualifying dispositions									560	576	(1,276)
Energy efficient building deduction									(717)	(1,378)	(558)
Current and deferred state income tax expense, net of federal benefit									1,250	(111)	(660)
Research and development tax credit									(867)	(517)	(761)
Federal rate differential on NOL carryback											(579)
Change in valuation allowance											1,105
Other									60	96	(20)
Total provision for income taxes	$ 1,953	$ 713	$ 243	$ 756	$ 2,584	$ (1,526)	$ (1,673)	$ (2,389)	$ 3,665	$ (3,004)	$ (3,987)

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Accounts Receivable - Concentration Risk (Details) - Accounts Receivable - Credit Concentration Risk	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022
Los Angeles Department of Water and Power and Consolidated Edison of New York
Concentration Risk
Concentration risk (as a percent)	24.60%
Consolidated Edison of New York
Concentration Risk
Concentration risk (as a percent)		10.30%

INCOME TAXES

12 Months Ended

Dec. 29, 2023

INCOME TAXES

INCOME TAXES

11. INCOME TAXES

The provision for income taxes is comprised of ⁽¹⁾:


	Fiscal Year
	2023		2022		2021

	(in thousands)
Current federal taxes	$	61	$	(1,224)	$	(1,606)
Current state taxes		676		(73)		530
Current foreign taxes		—		—		—
Deferred federal taxes		2,022		(1,519)		(2,656)
Deferred state taxes		906		(188)		(255)
	$	3,665	$	(3,004)	$	(3,987)

(1)

Revenue from the Company’s foreign operations was immaterial for fiscal years 2023, 2022 and 2021.

The provision for income taxes reconciles to the amounts computed by applying the statutory federal tax rate of 21% for fiscal years 2023, 2022 and 2021 to the Company’s income before income taxes. The sources and tax effects of the differences for fiscal years 2023, 2022 and 2021 are as follows:


	2023		2022		2021

	(in thousands)
Computed “expected” federal income tax expense	$	3,064	$	(2,405)	$	(2,605)
Permanent differences		194		24		18
Nondeductible executive compensation		121		711		1,349
Stock options and disqualifying dispositions		560		576		(1,276)
Energy efficient building deduction		(717)		(1,378)		(558)
Current and deferred state income tax expense, net of federal benefit		1,250		(111)		(660)
Research and development tax credit		(867)		(517)		(761)
Federal rate differential on NOL carryback		—		—		(579)
Change in valuation allowance		—		—		1,105
Other		60		96		(20)
	$	3,665	$	(3,004)	$	(3,987)

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


	December 29,		December 30,
	2023		2022

	(in thousands)
Deferred tax assets:
Other accrued liabilities	$	2,907	$	1,374
Federal and state net operating losses		15,890		23,089
Lease liability		3,977		3,592
Stock compensation		1,214		1,404
Capitalized research and development		4,286		2,078
Credit carryforwards		2,819		1,754
Excess business interest limitation		84		1,437
Other		432		207
Total deferred tax assets		31,609		34,935
Valuation allowance		(1,191)		(1,191)
Net deferred tax assets	$	30,418	$	33,744
Deferred tax liabilities:
Deferred revenue	$	(2,960)	$	(4,223)
Fixed assets		(3,013)		(2,778)
Intangible assets		(4,926)		(4,794)
Lease right-of-use assets		(3,558)		(3,406)
Total deferred tax liabilities		(14,457)		(15,201)
Net deferred tax asset	$	15,961	$	18,543

As of December 29, 2023, the Company had federal and state operating loss carryovers of $52.8 million and $77.2 million, respectively, and federal and state tax credit carryforwards of $2.6 million and $0.3 million, respectively. Out of the federal operating loss carryovers, $13.2 million will carryforward indefinitely. The remaining carryovers will begin to expire in 2026 through 2042.

During each fiscal year, management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize existing deferred tax assets. During fiscal year 2023 and 2022, no changes were made to tax valuation allowance as the available positive and negative evidence did not warrant a revision.

As of December 29, 2023 and December 30, 2022, the Company’s liabilities related to uncertain tax positions were immaterial to the consolidated financial statements. The Company may be subject to examination by the Internal Revenue Service (“IRS”) for calendar years 2020 through 2023. The Company may also be subject to examination on certain state and local jurisdictions for the years 2019 through 2023.

The Company's policy is to recognize interest and penalties related to unrecognized tax benefits in income tax expense. As of December 29, 2023 and December 30, 2022, the Company did not have any unrecognized tax benefits. In addition, during the fiscal year 2023, the Company did not have any additions or reductions of unrecognized tax benefits.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

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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-Publisher FASB
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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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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

SHAREHOLDERS' EQUITY - Stock Option Activity - Fully-vested (Details) - $ / shares	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021	Jan. 01, 2021
Fully-vested Options
Options, outstanding (in shares)	816,000	849,000	1,003,000
Options, granted (in shares)	0	0	0
Options, exercised (in shares)	(19,000)	(33,000)	(150,000)
Options, forfeited or expired (in shares)	(10,000)		(4,000)
Options, outstanding (in shares)	787,000	816,000	849,000	1,003,000
Fully-vested Options, Weighted-Average Exercise Price
Weighted-average exercise price, outstanding (in dollars per share)	$ 20.38	$ 19.89	$ 18.86
Weighted-average exercise price, exercised (in dollars per share)	9.77	8.12	12.86
Weighted-average exercise price, forfeited or expired (in dollars per share)	19.05		24.33
Weighted-average exercise price, outstanding (in dollars per share)	$ 20.64	$ 20.38	$ 19.89	$ 18.86
Fully-vested Options, Additional Information
Weighted-average remaining contractual term, outstanding	2 years 8 months 12 days	3 years 8 months 4 days	4 years 8 months 4 days	5 years 5 months 4 days
Fully-vested Options, Vested and Expected to Vest
Options, vested and expected to vest, outstanding (in shares)	787,000	816,000	849,000
Weighted-average exercise price, vested and expected to vest, outstanding (in dollars per share)	$ 20.64	$ 20.38	$ 19.89
Weighted-average remaining contractual term, vested and expected to vest, outstanding	2 years 8 months 12 days	3 years 8 months 4 days	4 years 8 months 4 days
Options, vested and expected to vest, exercisable (in shares)	787,000	816,000	849,000
Weighted-average exercise price, vested and expected to vest, exercisable (in dollars per share)	$ 20.64	$ 20.38	$ 19.89
Weighted-average remaining contractual term, vested and expected to vest, exercisable	2 years 8 months 12 days	3 years 8 months 4 days	4 years 8 months 4 days

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Accounts Receivable - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Movements in the allowance for doubtful accounts
Balance as of the beginning of the year	$ 640	$ 1,115	$ 2,127
(Recovery of) provision for doubtful accounts	826	243	102
Write-offs of uncollectible accounts	(600)	(718)	(1,224)
Fair value adjustment			110
Balance as of the end of the year	$ 866	$ 640	$ 1,115

GOODWILL AND OTHER INTANGIBLE ASSETS - Finite-lived Intangible Assets - Amortization Period (Details)	Dec. 29, 2023
Order or Production Backlog
Finite-Lived Intangible Assets
Amortization Period	1 year
Order or Production Backlog \| Minimum
Finite-Lived Intangible Assets
Amortization Period	1 year
Trade Names \| Minimum
Finite-Lived Intangible Assets
Amortization Period	2 years 6 months
Trade Names \| Maximum
Finite-Lived Intangible Assets
Amortization Period	6 years
Noncompete Agreements \| Minimum
Finite-Lived Intangible Assets
Amortization Period	4 years
Noncompete Agreements \| Maximum
Finite-Lived Intangible Assets
Amortization Period	5 years
Developed Technology Rights
Finite-Lived Intangible Assets
Amortization Period	8 years
Developed Technology Rights \| Minimum
Finite-Lived Intangible Assets
Amortization Period	8 years
Customer Relationships \| Minimum
Finite-Lived Intangible Assets
Amortization Period	5 years
Customer Relationships \| Maximum
Finite-Lived Intangible Assets
Amortization Period	8 years

COMMITMENTS AND VARIABLE INTEREST ENTITIES - Variable Interest Entities (Details)	12 Months Ended
	Dec. 29, 2023 entity
COMMITMENTS AND VARIABLE INTEREST ENTITIES
Percentage of costs reimbursed to WES by Genesys	10.00%
Number of VIEs	1

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Current assets:
Cash and cash equivalents	$ 23,397	$ 8,806
Restricted cash		10,679
Accounts receivable, net of allowance for doubtful accounts of $866 and $640 at December 29, 2023 and December 30, 2022, respectively	69,677	60,202
Contract assets	93,885	83,060
Other receivables	1,169	4,773
Prepaid expenses and other current assets	3,888	6,454
Total current assets	192,016	173,974
Equipment and leasehold improvements, net	27,097	22,537
Goodwill	131,144	130,124
Right-of-use assets	12,465	12,390
Other intangible assets, net	31,956	41,486
Other assets	4,949	10,620
Deferred income taxes, net	15,961	18,543
Total assets	415,588	409,674
Current liabilities:
Accounts payable	33,193	28,833
Accrued liabilities	54,129	59,110
Contingent consideration payable		4,000
Contract liabilities	13,183	12,585
Notes payable	8,452	16,903
Finance lease obligations	1,186	1,113
Lease liability	4,537	4,625
Total current liabilities	114,680	127,169
Notes payable	88,979	90,544
Finance lease obligations, less current portion	1,184	1,601
Lease liability, less current portion	9,758	8,599
Other noncurrent liabilities	1,142	259
Total liabilities	215,743	228,172
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; 13,682 and 13,296 shares issued and outstanding at December 29, 2023 and December 30, 2022, respectively	137	133
Additional paid-in capital	185,795	177,718
Accumulated other comprehensive loss	(664)
Retained earnings	14,577	3,651
Total stockholders' equity	199,845	181,502
Total liabilities and stockholders' equity	$ 415,588	$ 409,674

EARNINGS PER SHARE (EPS)

12 Months Ended

Dec. 29, 2023

EARNINGS PER SHARE (EPS)

EARNINGS PER SHARE (EPS)

12. EARNINGS PER SHARE (“EPS”)

Basic EPS is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is computed by dividing net income by the weighted-average number of common shares outstanding and dilutive potential common shares for the period. Potential common shares include the weighted-average dilutive effects of outstanding stock options and restricted stock awards using the treasury stock method.

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


	Fiscal Year
	2023		2022		2021

	(in thousands, except per share amounts)
Net income (loss)	$	10,926	$	(8,448)	$	(8,417)
Weighted-average common shares outstanding		13,394		13,013		12,458
Effect of dilutive stock options and restricted stock awards		212		—		—
Weighted-average common shares outstanding-diluted		13,606		13,013		12,458
Earnings (Loss) per share:
Basic	$	0.82	$	(0.65)	$	(0.68)
Diluted	$	0.80	$	(0.65)	$	(0.68)

For the fiscal year 2023, the Company excluded 363,000 common shares, subject to outstanding equity awards from the calculation of diluted shares because their impact would have been anti-dilutive. For the fiscal years 2022 and 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.

SEGMENT AND GEOGRAPHICAL INFORMATION - Unallocated Corporate Assets (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Assets:
Cash and cash equivalents	$ 23,397	$ 8,806	$ 11,221
Restricted cash		10,679
Accounts receivable, net	69,677	60,202
Goodwill	131,144	130,124	$ 130,124
Equipment and leasehold improvements, net	27,097	22,537
Right-of-use assets	12,465	12,390
Other	4,949	10,620
Deferred income taxes	15,961	18,543
Corporate, Non-Segment
Assets:
Cash and cash equivalents	23,397	8,806
Restricted cash		10,679
Accounts receivable, net	(915)	(2,038)
Prepaid expenses	1,399	3,366
Intercompany receivables	2,345,753	1,706,878
Goodwill	2	2
Other receivables	880	4,154
Equipment and leasehold improvements, net	1,299	1,680
Investments in subsidiaries	23,130	23,130
Right-of-use assets	1,389	126
Other	590	254
Deferred income taxes	15,961	18,543
Total assets	$ 2,412,885	$ 1,775,580

LEASES - Additional Information (Details)	Dec. 29, 2023	Dec. 30, 2022
Leases
Operating leases, weighted average remaining lease term	3 years 5 months 4 days	3 years 4 months 6 days
Finance leases, weighted average remaining lease term	2 years 3 months 21 days	2 years 7 months 28 days
Operating leases, weighted average discount rate	6.09%	4.25%
Finance leases, weighted average discount rate	5.19%	3.47%

INCOME TAXES - Open Tax Years (Details)	12 Months Ended
INCOME TAXES - Open Tax Years (Details)	Dec. 29, 2023
Domestic Tax Authority
Open Tax Years
Open tax year	2020 2021 2022 2023
State and Local Jurisdiction
Open Tax Years
Open tax year	2019 2020 2021 2022 2023

SHAREHOLDERS' EQUITY - Stock Option Activity - Nonvested (Details) - $ / shares	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Nonvested Options
Options, nonvested outstanding (in shares)	0	0	52,000
Options, granted (in shares)	0	0	0
Options. vested (in shares)	0		(52,000)
Options, nonvested outstanding (in shares)	0	0	0
Nonvested Options, Weighted Average Grant-Date Fair Value
Weighted-average grant-date fair value, nonvested (in dollars per share)	$ 0	$ 0	$ 31.73
Weighted-average grant-date fair value, vested (in dollars per share)	0		31.73
Weighted-average grant-date fair value, nonvested (in dollars per share)	$ 0	$ 0	$ 0

DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 29, 2023

DERIVATIVE FINANCIAL INSTRUMENTS

Schedule of the fair values of outstanding derivatives designated as hedging instruments


		Fair Value of Derivative
		Instruments as of
	Balance Sheet Location	December 29, 2023		December 30, 2022
		(in thousands)
Interest rate swap agreement	Current assets	$	46	$	—
Interest rate swap agreement	Other noncurrent liabilities		(887)		—

Schedule of accumulated other comprehensive income (loss)


	Gain (Loss) on		Accumulated Other
	Derivative Instruments		Comprehensive Loss
	(in thousands)
Balances at December 30, 2022	$	—	$	—
Other comprehensive loss before reclassifications		(841)		(841)
Amounts reclassified from accumulated other comprehensive income:		—		—
Income tax benefit (expense) related to derivative instruments		177		177
Net current-period other comprehensive loss		(664)		(664)
Balances at December 29, 2023	$	(664)	$	(664)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ 10,926	$ (8,448)	$ (8,417)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	16,431	17,489	17,146
Deferred income taxes, net	2,582	(1,694)	(2,738)
(Gain) loss on sale/disposal of equipment	(63)	(64)	(24)
Provision for doubtful accounts	825	243	102
Stock-based compensation	5,323	8,373	16,563
Accretion and fair value adjustments of contingent consideration		3,168	2,333
Changes in operating assets and liabilities, net of effects from business acquisitions:
Accounts receivable	(10,300)	6,766	(14,209)
Contract assets	(10,825)	(23,772)	3,138
Other receivables	3,604	1,494	138
Prepaid expenses and other current assets	3,170	(1,230)	828
Other assets	5,671	3,223	(7,849)
Accounts payable	4,360	(7,839)	(4,700)
Accrued liabilities	5,917	12,970	1,625
Contract liabilities	598	(914)	6,065
Right-of-use assets	995	(332)	(197)
Net cash provided by operating activities	39,214	9,433	9,804
Cash flows from investing activities:
Purchase of equipment, software, and leasehold improvements	(9,925)	(9,602)	(8,500)
Proceeds from sale of equipment	68	75	46
Cash paid for acquisitions, net of cash acquired	(1,600)
Net cash used in investing activities	(11,457)	(9,527)	(8,454)
Cash flows from financing activities:
Payments on contingent consideration	(4,000)	(10,206)	(6,615)
Receipt of restricted cash		10,679
Payment on restricted cash	(10,679)
Payments on notes payable	(1,631)	(1,920)	(1,909)
Payments on debt issuance costs	(1,114)	(177)
Borrowings under term loan facility and line of credit	105,000	20,000
Repayments under term loan facility and line of credit	(112,875)	(13,000)	(13,000)
Principal payments on finance leases	(1,304)	(1,054)	(545)
Proceeds from stock option exercise	182	274	1,924
Proceeds from sales of common stock under employee stock purchase plan	2,781	3,036	2,655
Cash used to pay taxes on stock grants	(205)	(992)	(3,117)
Proceeds from notes payable		1,718	2,074
Restricted Stock Award and Units			(1)
Net cash provided by (used in) financing activities	(23,845)	8,358	(18,534)
Net increase (decrease) in cash, cash equivalents and restricted cash	3,912	8,264	(17,184)
Cash, cash equivalents and restricted cash at beginning of period	19,485	11,221	28,405
Cash, cash equivalents and restricted cash at end of period	23,397	19,485	11,221
Cash paid (received) during the period for:
Interest	10,193	5,066	3,545
Income taxes	(3,072)	(1,120)	(1,616)
Supplemental disclosures of noncash investing and financing activities:
Equipment acquired under finance leases	$ 961	$ 2,451	$ 1,376

LEASES - Rent Expense (Details) - USD ($) $ in Millions	12 Months Ended
LEASES - Rent Expense (Details) - USD ($) $ in Millions	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
LEASES
Rent expenses	$ 6.8	$ 6.5	$ 6.8

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Contract revenue	$ 510,095	$ 429,138	$ 353,755
Direct costs of contract revenue (inclusive of directly related depreciation and amortization):
Salaries and wages	89,915	82,972	65,648
Subcontractor services and other direct costs	240,413	202,587	152,233
Total direct costs of contract revenue	330,328	285,559	217,881
Gross profit	179,767	143,579	135,874
General and administrative expenses:
Salaries and wages, payroll taxes and employee benefits	95,556	81,801	73,812
Facilities and facility related	9,565	9,287	9,896
Stock-based compensation	5,323	8,373	16,563
Depreciation and amortization	16,431	17,489	17,146
Other	30,818	33,692	27,148
Total general and administrative expenses	157,693	150,642	144,565
Income (Loss) from operations	22,074	(7,063)	(8,691)
Other income (expense):
Interest expense, net	(9,413)	(5,328)	(3,869)
Other, net	1,930	939	156
Total other expense, net	(7,483)	(4,389)	(3,713)
Income (Loss) before income taxes	14,591	(11,452)	(12,404)
Income tax (benefit) expense	3,665	(3,004)	(3,987)
Net income (loss)	10,926	(8,448)	(8,417)
Other comprehensive income (loss):
Unrealized gain (loss) on derivative contracts, net of tax	(664)	38	450
Comprehensive income (loss)	$ 10,262	$ (8,410)	$ (7,967)
Earnings (Loss) per share:
Basic (in dollars per share)	$ 0.82	$ (0.65)	$ (0.68)
Diluted (in dollars per share)	$ 0.80	$ (0.65)	$ (0.68)
Weighted-average shares outstanding:
Basic (in shares)	13,394	13,013	12,458
Diluted (in shares)	13,606	13,013	12,458

ORGANIZATION AND OPERATIONS OF THE COMPANY - Variable Interest Entities (Details)	12 Months Ended
	Dec. 29, 2023 entity
ORGANIZATION AND OPERATIONS OF THE COMPANY
Number of VIEs	1

SUBSEQUENT EVENTS

12 Months Ended

Dec. 29, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

15. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, Subsequent Events, the Company evaluates subsequent events up until the date the consolidated financial statements are issued. As of March 7, 2024, there were no subsequent events required to be reported.

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating leases	$ 5,843	$ 6,471	$ 6,727
Operating cash flow from finance leases	105	76	34
Financing cash flow from finance leases	1,304	1,054	545
Right-of-use assets obtained in exchange for lease liabilities for operating leases	$ 5,374	$ 2,745	$ 783

DERIVATIVE FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 29, 2023

DERIVATIVE FINANCIAL INSTRUMENTS

DERIVATIVE FINANCIAL INSTRUMENTS

4. DERIVATIVE FINANCIAL INSTRUMENTS

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

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

On November 30, 2023, the Company entered into an interest rate swap agreement that the Company designated as cash flow hedge to fix the variable interest rate on a portion of the Company’s Term Loan (as defined in Note 5, “Debt Obligations”). The interest rate swap agreement has a total notional amount of $50.0 million, has a fixed annual interest rate of 4.77%, and expires on September 29, 2026. As of December 29, 2023, the effective portion of the Company’s interest rate swap agreement designated as a cash flow hedge before tax effects was $0.8 million, of which no amounts were reclassified from accumulated other comprehensive loss to interest expense in fiscal 2023. The Company expects to reclassify $0.1 million from accumulated other comprehensive loss to interest expense within the next twelve months.

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


		Fair Value of Derivative
		Instruments as of
	Balance Sheet Location	December 29, 2023		December 30, 2022
		(in thousands)
Interest rate swap agreement	Current assets	$	46	$	—
Interest rate swap agreement	Other noncurrent liabilities		(887)		—

The impact of the effective portions of derivative instruments in cash flow hedging relationships and fair value relationships on other comprehensive loss was $0.8 million for the year ended December 29, 2023.

The accumulated balances and reporting period activities for the year ended December 29, 2023 related to reclassifications out of accumulated other comprehensive income (loss) are summarized as follows:


	Gain (Loss) on		Accumulated Other
	Derivative Instruments		Comprehensive Loss
	(in thousands)
Balances at December 30, 2022	$	—	$	—
Other comprehensive loss before reclassifications		(841)		(841)
Amounts reclassified from accumulated other comprehensive income:		—		—
Income tax benefit (expense) related to derivative instruments		177		177
Net current-period other comprehensive loss		(664)		(664)
Balances at December 29, 2023	$	(664)	$	(664)

SEGMENT AND GEOGRAPHICAL INFORMATION - Geographical Information (Details)	Dec. 29, 2023 state
SEGMENT AND GEOGRAPHICAL INFORMATION
Number of states in which entity operates	22

LEASES - Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Lease Expense (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Lease cost
Operating lease cost	$ 6,114	$ 6,140	$ 6,497
Sublease Income	(49)
Amortization of assets	1,331	1,118	577
Interest on lease liabilities	105	76	34
Total net lease cost	$ 7,501	$ 7,334	$ 7,108

CONTINGENCIES

12 Months Ended

Dec. 29, 2023

CONTINGENCIES

CONTINGENCIES

13. 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.

SUPPLEMENTAL FINANCIAL STATEMENT DATA (Tables)

12 Months Ended

Dec. 29, 2023

SUPPLEMENTAL FINANCIAL STATEMENT DATA

Schedule of reconciliation of cash and cash equivalents, and restricted cash


	December 29,		December 30,		January 1,
	2023		2022		2022
	(in thousands)
Cash and cash equivalents	$	23,397	$	8,806	$	11,221
Restricted cash		—		10,679		—
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows	$	23,397	$	19,485	$	11,221

Schedule of accounts receivable


	December 29,		December 30,
	2023		2022
	(in thousands)
Billed	$	70,543	$	60,842
Allowance for doubtful accounts		(866)		(640)
Accounts receivable, net	$	69,677	$	60,202

Schedule of the movements in the allowance for doubtful accounts


	Fiscal Year
	2023		2022		2021
	(in thousands)
Balance as of the beginning of the year	$	640	$	1,115	$	2,127
(Recovery of) provision for doubtful accounts		826		243		102
Write-offs of uncollectible accounts		(600)		(718)		(1,224)
Fair value adjustment		—		—		110
Balance as of the end of the year	$	866	$	640	$	1,115

Schedule of contract assets


	December 29,		December 30,
	2023		2022
	(in thousands)
Unbilled short-term	$	79,585	$	74,545
Contract retentions		14,300		8,515
Contract assets		93,885		83,060
Unbilled long-term⁽¹⁾		2,849		2,330
Total contract assets	$	96,734	$	85,390

(1)

Included in Other assets in the consolidated financial statements.

Schedule of equipment and leasehold improvements


Category	Estimated Useful Life
Furniture and fixtures	5	years
Computer hardware	3	years
Computer software	3	years
Automobiles and trucks	3	years
Field equipment	5	years


	December 29,		December 30,
	2023		2022
	(in thousands)
Furniture and fixtures	$	4,379	$	4,062
Computer hardware and software		44,594		35,635
Leasehold improvements		3,382		3,097
Equipment under finance leases		6,139		5,503
Automobiles, trucks, and field equipment		3,373		3,134
Subtotal		61,867		51,431
Accumulated depreciation and amortization		(34,770)		(28,894)
Equipment and leasehold improvements, net	$	27,097	$	22,537

Schedule of accrued liabilities


	December 29,		December 30,
	2023		2022
	(in thousands)
Accrued subcontractor costs	$	30,196	$	28,374
Accrued bonuses		14,423		8,470
Employee withholdings		3,123		2,571
Compensation and payroll taxes		3,125		2,340
Rebate and other		139		14,643
Accrued accounting costs and taxes		3,123		2,712
Total accrued liabilities	$	54,129	$	59,110

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Equipment and Leasehold Improvements, Net - Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Depreciation Expense
Depreciation expense	$ 6,300	$ 6,300	$ 5,600
Amortization Expense
Amortization expense	$ 1,331	$ 1,118	$ 577

GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Estimated amortization expense for acquired identifiable intangible assets
2024	$ 7,081
2025	6,284
2026	5,561
2027	5,541
2028	4,930
Thereafter	2,559
Total estimated amortization expense	$ 31,956	$ 41,486

SHAREHOLDERS EQUITY

12 Months Ended

Dec. 29, 2023

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY

10. SHAREHOLDERS’ EQUITY

Stock Incentive Plans

2006 Stock Incentive Plan

In June 2006, the Company’s board of directors adopted the 2006 Stock Incentive Plan (“2006 Plan”) and it received stockholder approval. The Company re-submitted the 2006 Plan to its stockholders for post-IPO approval at the 2007 annual meeting of the stockholders and it was approved. After the Company’s shareholders approved the 2008 Plan (as defined below) in June 2008, no additional awards were granted under the 2006 Plan. The 2006 Plan had 300,000 shares of common stock reserved for issuance to the Company’s directors, executives, officers, employees, consultants and advisors. Approximately 182,735 shares that were available for award grant purposes under the 2006 Plan became available for grant under the 2008 Plan following shareholder approval of the 2008 Plan. Options granted under the 2006 Plan could be “non-statutory stock options” which expired no more than 10 years from the date of grant or “incentive stock options” as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Upon exercise of non-statutory stock options, the Company is generally entitled to a tax deduction on the exercise of the option for an amount equal to the excess over the exercise price of the fair market value of the shares at the date of exercise. The Company is generally not entitled to any tax deduction on the exercise of an incentive stock option. The 2006 Plan terminated in June 2016 and, as of December 29, 2023, there were no outstanding stock options under the 2006 Plan.

Amended and Restated 2008 Performance Incentive Plan

In March 2008, the Company’s board of directors adopted the 2008 Performance Incentive Plan (“2008 Plan”), and it received stockholder approval at the 2008 annual meeting of the stockholders in June 2008. The 2008 Plan was originally set to terminate on April 17, 2027 but received a ten-year, a three-year, and a one-year extension at the 2019, 2022, and 2023 annual meetings of the stockholders, respectively. The 2008 Plan is currently scheduled to expire on April 16, 2033. The 2008 Plan initially had 450,000 shares of common stock reserved for issuance (not counting any shares originally available under the 2006 Plan that “poured over.”) At the 2010, 2012, 2016, 2017, 2019, 2022 and 2023 annual meetings of the stockholders, the stockholders approved 350,000, 500,000, 500,000, 875,000, 955,000, 478,000, and 750,000 share increases, respectively, to the 2008 Plan. The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2008 Plan can also be increased by any shares subject to stock options granted under the 2006 Plan and outstanding as of June 9, 2008 which expire, or for any reason are cancelled or terminated, after June 9, 2008 without being exercised. The 2008 Plan currently has 787,000 shares of common stock reserved for issuance. Awards authorized by the 2008 Plan include stock options, stock appreciation rights, restricted stock, stock bonuses, stock units, performance stock, and other share-based awards. No participant may be granted an option to purchase more than 300,000 shares in any fiscal year. Options generally may not be granted with exercise prices less than fair market value at the date of grant, with vesting provisions and contractual terms determined by the compensation committee of the board of directors on a grant-by-grant basis, subject to the minimum vesting provisions contained in the 2008 Plan. Options granted under the 2008 Plan may be “nonqualified stock options” or “incentive stock options” as defined in Section 422 of the Internal Revenue Code. The maximum term of each option shall be 10 years. Upon exercise of nonqualified stock options, the Company is generally entitled to a tax deduction on the exercise of the option for an amount equal to the excess over the exercise price of the fair market value of the shares at the date of exercise. The Company is generally not entitled to any tax deduction on the exercise of an incentive stock option. For awards other than stock options, the Company is generally entitled to a tax deduction at the time the award holder recognizes income with respect to the award equal to the amount of compensation income recognized by the award holder. Options and other awards provide for accelerated vesting if there is a change in control (as defined in the 2008 Plan) and the outstanding awards are not substituted or assumed in connection with the transaction.

Through December 29, 2023, outstanding awards granted, net of forfeitures and exercises, under the 2008 Plan consisted of 38,000 shares of incentive stock options, 749,000 shares of nonqualified stock options, 171,000 shares of restricted stock awards and 130,000 shares of performance-based restricted stock units.

Employee Stock Purchase Plan

Amended and Restated 2006 Employee Stock Purchase Plan

The Company adopted its Amended and Restated 2006 Employee Stock Purchase Plan (“ESPP”) to allow eligible employees the right to purchase shares of common stock, at semi-annual intervals, with their accumulated payroll deductions. The ESPP received stockholder approval in June 2006. The Company re-submitted the ESPP to its stockholders for post-IPO approval at the 2007 annual stockholders’ meeting where approval was obtained. The ESPP initially had 300,000 shares of common stock reserved for issuance. At the 2017 and 2023 annual meeting of the stockholders, the stockholders approved an 825,000 and 800,000 share increase to the ESPP, respectively. A total of 1,925,000 shares of the Company’s common stock have been reserved for issuance under the ESPP.

The ESPP has semi-annual periods beginning on each January 1 and ending on each June 30 and beginning on each July 1 and ending on each December 31. The first offering period commenced on February 10, 2007 and ended on June 30, 2007. Participants make contributions under the ESPP only by means of payroll deductions each payroll period. The rate of payroll contributions elected by a Participant may not be less than one percent (1%) nor more than ten percent (10%) of the Participant’s Earnings for each payroll period, and only whole percentages may be elected. The accumulated contributions are applied to the purchase of shares. Shares are purchased under the ESPP on, or as soon as practicable after, the last day of the offering period. The purchase price per share equals 85% of the fair market value of a share on the lesser price of the share on the first day or last day of the offering period. The Company’s Amended and Restated 2006 Employee Stock Purchase Plan is a compensatory plan.

As of December 29, 2023, there were 981,000 shares available for issuance under the ESPP.

Stock-based Compensation Expense

The compensation expense that has been recognized for stock options, RSAs, performance-based restricted stock units (“PBRSU”), and ESPP issued under these plans was $5.3 million, $8.4 million, and $16.6 million for fiscal years 2023, 2022, and 2021, respectively.

The Company did not have any unrecognized compensation expense related to nonvested stock options for fiscal years 2023, 2022 and 2021.

The total unrecognized compensation expense related to RSAs was $2.5 million, $1.7 million, and $3.3 million, for fiscal years 2023, 2022, and 2021, respectively.

The total unrecognized compensation expense related to PBRSUs was $5.2 million, $4.0 million, and $2.2 million for the fiscal years 2023, 2022, and 2021, respectively. That expense is expected to be recognized over a weighted-average period of 1.4 years.

There were no options granted that were immediately vested during the fiscal years 2023, 2022, or 2021.

Summary of Stock Option Activity

A summary of option activity under the 2006 Plan and 2008 Plan as of December 29, 2023 and changes during the fiscal years ended December 29, 2023, December 30, 2022 and December 31, 2021 is presented below. The intrinsic value of the fully-vested options is $3.7 million based on the Company’s closing stock price of $21.50 and the average exercise price of outstanding options on December 29, 2023.


				Weighted-
		Weighted-		Average
		Average		Remaining
		Exercise		Contractual
	Options	Price		Term
	(in thousands)			(in years)
Outstanding at December 30, 2022	816	$	20.38	3.68
Granted	—		—	—
Exercised	(19)		9.77	—
Forfeited or expired	(10)		19.05	—
Outstanding at December 29, 2023	787	$	20.64	2.70
Vested and expected to vest at December 29, 2023	787	$	20.64	2.70
Exercisable at December 29, 2023	787	$	20.64	2.70


				Weighted-
		Weighted-		Average
		Average		Remaining
		Exercise		Contractual
	Options	Price		Term
	(in thousands)			(in years)
Outstanding at December 31, 2021	849	$	19.89	4.68
Granted	—		—	—
Exercised	(33)		8.12	—
Forfeited or expired	—		—	—
Outstanding at December 30, 2022	816	$	20.38	3.68
Vested and expected to vest at December 30, 2022	816	$	20.38	3.68
Exercisable at December 30, 2022	816	$	20.38	3.68


				Weighted-
		Weighted-		Average
		Average		Remaining
		Exercise		Contractual
	Options	Price		Term
	(in thousands)			(in years)
Outstanding at January 1, 2021	1,003	$	18.86	5.43
Granted	—		—	—
Exercised	(150)		12.86	—
Forfeited or expired	(4)		24.33	—
Outstanding at December 31, 2021	849	$	19.89	4.68
Vested and expected to vest at December 31, 2021	849	$	19.89	4.68
Exercisable at December 31, 2021	849	$	19.89	4.68

A summary of the status of the Company’s nonvested options and changes in nonvested options is presented below:


		Weighted-
		Average
		Grant-Date
	Options	Fair Value
	(in thousands)
Nonvested at December 30, 2022	—	$	—
Granted	—		—
Vested	—		—
Forfeited	—		—
Nonvested at December 29, 2023	—		—


		Weighted-
		Average
		Grant-Date
	Options	Fair Value
	(in thousands)
Nonvested at December 31, 2021	—	$	—
Granted	—		—
Vested	—		—
Forfeited	—		—
Nonvested at December 30, 2022	—		—


		Weighted-
		Average
		Grant-Date
	Options	Fair Value
	(in thousands)
Nonvested at January 1, 2021	52	$	31.73
Granted	—		—
Vested	(52)		31.73
Forfeited	—		—
Nonvested at December 31, 2021	—		—

Summary of Restricted Stock Activity

A summary of restricted stock activity under the 2008 Plan as of December 29, 2023 is presented below:


		Weighted-
		Average
	Restricted Stock	Grant Date Fair Value
	(in thousands)
Outstanding at December 30, 2022	135	$	34.07
Awarded	154		18.04
Vested	(114)		33.45
Forfeited	(4)		17.83
Outstanding at December 29, 2023	171	$	20.44

Outstanding at December 31, 2021	110	$	38.30
Awarded	104		31.48
Vested	(74)		36.55
Forfeited	(5)		36.51
Outstanding at December 30, 2022	135	$	34.07

Outstanding at January 1, 2021	128	$	33.21
Awarded	63		41.02
Vested	(75)		32.09
Forfeited	(6)		36.69
Outstanding at December 31, 2021	110	$	38.30

Summary of Performance-Based Restricted Stock Unit Activity

A summary of performance-based restricted stock unit activity under the 2008 Plan as of December 29, 2023 is presented below:


	Performance-Based	Weighted-Average
	Restricted Stock Unit	Grant Date Fair Value
	(in thousands)
Outstanding at December 30, 2022	66	$	27.93
Awarded	112		19.89
Released	(46)		22.84
Forfeited	(2)		21.67
Outstanding at December 29, 2023	130	$	22.88

Outstanding at December 31, 2021	224	$	31.31
Awarded	186		38.82
Released	(278)		40.99
Forfeited	(66)		26.61
Outstanding at December 30, 2022	66	$	27.93

Outstanding at January 1, 2021	379	$	20.68
Awarded	282		34.84
Released	(411)		29.08
Forfeited	(26)		29.93
Outstanding at December 31, 2021	224	$	31.31

Fair Value Valuation Assumptions

Stock Option Grants

The fair value of each option is calculated using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Expected volatility is based upon historical volatility of “guideline companies” since the length of time the Company’s shares have been publicly traded is equal to the contractual term of the options. The expected term of the option, taking into account both the contractual term of the option and the effects of employees’ expected exercise and expected post-vesting termination behavior is estimated based upon the simplified method. Under this approach, the expected term is presumed to be the mid-point between the vesting date and the end of the contractual term. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. No options were granted during fiscal years 2023, 2022 or 2021.

RSA and PBRSU Grants

The Company’s restricted stock awards are valued on the closing price of the Company’s common stock on the date of grant and typically vest over a two to three-year period.

The Company’s performance-based restricted stock unit awards are valued on the closing price of the Company’s common stock on the date of grant and vest over a performance period. Under the Company’s PBRSU design, awards vest based on two performance metrics. For the PBRSU awards granted in fiscal years 2023 and 2022, 50% of each award will vest based upon the Company’s Adjusted EBITDA performance over a three-year performance period, and the remaining 50% of each award will vest based upon the Company’s adjusted diluted earnings per share performance over a three-year performance period, respectively. For the PBRSU awards granted in fiscal year 2021, 50% of the award will vest based upon the Company’s Adjusted EBITDA performance over a one-year performance

period, and the remaining 50% of the award will vest based upon the Company’s Net Revenue performance over a one-year performance period.

ESPP

The fair value of ESPP purchase rights issued is calculated using the Black-Scholes valuation model that uses the assumptions noted in the following table. Purchase right under the ESPP are generally granted on either January 1 or July 1 of each year. The assumptions are as follows:


	2023			2022			2021
Weighted-average expected term (in years)		.5			.5			.5
Risk-Free interest Rate		4.9	%		1.4	%		0.1	%
Stock Price Volatility		29.9	%		30.0	%		31.9	%
Dividend yield		0	%		0	%		0	%
Fair Value	$	18.50		$	31.11		$	40.21

SEGMENT AND GEOGRAPHICAL INFORMATION - Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 29, 2023	Sep. 29, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 30, 2022	Sep. 30, 2022	Jul. 01, 2022	Apr. 01, 2022	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Segment reconciliation
Contract revenue	$ 155,677	$ 132,738	$ 119,077	$ 102,603	$ 113,256	$ 121,399	$ 102,645	$ 91,838	$ 510,095	$ 429,138	$ 353,755
Depreciation and amortization									16,431	17,489	17,146
Interest expense, net									9,413	5,328	3,869
Segment profit (loss) before income tax expense									14,591	(11,452)	(12,404)
Income tax (benefit) expense	1,953	713	243	756	2,584	(1,526)	(1,673)	(2,389)	3,665	(3,004)	(3,987)
Net Income (Loss)	$ 8,031	$ 1,566	$ 397	$ 932	$ (425)	$ 76	$ (4,326)	$ (3,773)	10,926	(8,448)	(8,417)
Energy
Segment reconciliation
Contract revenue									426,976	357,460	286,384
Depreciation and amortization									15,176	16,507	16,156
Engineering and Consulting
Segment reconciliation
Contract revenue									83,119	71,678	67,371
Depreciation and amortization									1,255	982	990
Operating Segments \| Energy
Segment reconciliation
Interest expense, net									6	11	8
Segment profit (loss) before income tax expense									16,921	(9,544)	(4,808)
Income tax (benefit) expense									4,250	(2,504)	(1,546)
Net Income (Loss)									12,671	(7,041)	(3,263)
Operating Segments \| Engineering and Consulting
Segment reconciliation
Segment profit (loss) before income tax expense									10,270	10,896	9,135
Income tax (benefit) expense									2,580	2,858	2,936
Net Income (Loss)									7,690	8,037	6,198
Corporate, Non-Segment
Segment reconciliation
Interest expense, net									9,407	5,317	3,861
Segment profit (loss) before income tax expense									(12,600)	(12,804)	(16,731)
Income tax (benefit) expense									(3,165)	(3,358)	(5,377)
Net Income (Loss)									$ (9,435)	$ (9,444)	$ (11,352)

GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022
Changes in carrying value of goodwill
Goodwill at beginning of period	$ 130,124	$ 130,124
Additional Purchase Cost	1,020	0
Additions/Adjustments	0	0
Goodwill at end of period	131,144	130,124
Energy
Changes in carrying value of goodwill
Goodwill at beginning of period	129,375	129,375
Additional Purchase Cost	0	0
Additions/Adjustments	0	0
Goodwill at end of period	129,375	129,375
Engineering and Consulting
Changes in carrying value of goodwill
Goodwill at beginning of period	749	749
Additional Purchase Cost	1,020	0
Additions/Adjustments	0	0
Goodwill at end of period	$ 1,769	$ 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

LEASES - Operating Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Dec. 29, 2023 USD ($)
Operating
2024	$ 5,207
2025	4,312
2026	3,619
2027	1,709
2028	1,010
2029 and thereafter	115
Total lease payments	$ 15,972

SEGMENT AND GEOGRAPHICAL INFORMATION - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 29, 2023	Sep. 29, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 30, 2022	Sep. 30, 2022	Jul. 01, 2022	Apr. 01, 2022	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Revenue
Revenue	$ 155,677	$ 132,738	$ 119,077	$ 102,603	$ 113,256	$ 121,399	$ 102,645	$ 91,838	$ 510,095	$ 429,138	$ 353,755
Domestic
Revenue
Revenue									510,095	429,138	353,755
Energy
Revenue
Revenue									426,976	357,460	286,384
Energy \| Domestic
Revenue
Revenue									426,976	357,460	286,384
Engineering and Consulting
Revenue
Revenue									83,119	71,678	67,371
Engineering and Consulting \| Domestic
Revenue
Revenue									83,119	71,678	67,371
Commercial
Revenue
Revenue									37,028	35,348	29,864
Commercial \| Energy
Revenue
Revenue									31,162	29,782	24,541
Commercial \| Engineering and Consulting
Revenue
Revenue									5,866	5,566	5,323
Government
Revenue
Revenue									236,907	192,463	127,148
Government \| Energy
Revenue
Revenue									159,935	126,494	65,249
Government \| Engineering and Consulting
Revenue
Revenue									76,972	65,969	61,899
Utilities
Revenue
Revenue									236,160	201,327	196,743
Utilities \| Energy
Revenue
Revenue									235,879	201,184	196,594
Utilities \| Engineering and Consulting
Revenue
Revenue									281	143	149
Time-and-Materials Contract
Revenue
Revenue									99,112	86,075	86,213
Time-and-Materials Contract \| Energy
Revenue
Revenue									35,582	32,491	34,004
Time-and-Materials Contract \| Engineering and Consulting
Revenue
Revenue									63,530	53,584	52,209
Unit-based Contract
Revenue
Revenue									214,793	194,805	190,999
Unit-based Contract \| Energy
Revenue
Revenue									199,040	180,509	180,311
Unit-based Contract \| Engineering and Consulting
Revenue
Revenue									15,753	14,296	10,688
Fixed-Price Contract
Revenue
Revenue									196,190	148,258	76,543
Fixed-Price Contract \| Energy
Revenue
Revenue									192,354	144,460	72,069
Fixed-Price Contract \| Engineering and Consulting
Revenue
Revenue									$ 3,836	$ 3,798	$ 4,474

ORGANIZATION AND OPERATIONS OF THE COMPANY - Segment Information (Details) - segment	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Segment Information
Number of reporting segments	2	2	2

DEBT OBLIGATIONS - Prior Credit Facilities (Details) - Notes Payable to Banks $ in Millions	Apr. 01, 2023	Jun. 26, 2019 USD ($)	Apr. 28, 2023	Nov. 01, 2022 USD ($)
Credit Agreement 2019
Debt Obligations
Maturity date		Jun. 26, 2024
Debt instrument, covenants, Total Leverage Ratio, access to accordion feature, high end of range				3.0
Debt instrument, covenants, total leverage ratio, maximum permitted to maintain			3.25
Debt instrument, covenants, minimum fixed charge coverage ratio			1.20
Credit Agreement 2019 \| Minimum
Debt Obligations
Commitment fee (as a percent)	0.15%
Credit Agreement 2019 \| Maximum
Debt Obligations
Commitment fee (as a percent)	0.40%
Credit Agreement 2019 \| Base Rate \| Minimum
Debt Obligations
Spread on floating interest rate (as a percent)	0.125%
Credit Agreement 2019 \| Base Rate \| Maximum
Debt Obligations
Spread on floating interest rate (as a percent)	1.25%
Credit Agreement 2019 \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Obligations
Interest rate (as a percent)	0.00%
Credit Agreement 2019 \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Minimum
Debt Obligations
Spread on floating interest rate (as a percent)	1.125%
Credit Agreement 2019 \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Maximum
Debt Obligations
Spread on floating interest rate (as a percent)	2.25%
Term A Loan
Debt Obligations
Initial outstanding principal		$ 100.0
Revolving Credit Facility
Debt Obligations
Maximum borrowing capacity		50.0
Maximum borrowing capacity during the period from November 1, 2022 through the date on which financial statements and compliance documents have been received by the Administrative Agent for the fiscal quarter ending March 31, 2023				$ 10.0
Letter of Credit \| Minimum
Debt Obligations
Commitment fee (as a percent)	0.84%
Letter of Credit \| Maximum
Debt Obligations
Commitment fee (as a percent)	1.688%
Delayed Draw Term Loan Facility
Debt Obligations
Maximum borrowing capacity		$ 50.0

ORGANIZATION AND OPERATIONS OF THE COMPANY (Tables)

12 Months Ended

Dec. 29, 2023

ORGANIZATION AND OPERATIONS OF THE COMPANY

Schedule of Contracts by Reportable Segments and Type of Contracts


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

Schedule of equipment and leasehold improvements


Category	Estimated Useful Life
Furniture and fixtures	5	years
Computer hardware	3	years
Computer software	3	years
Automobiles and trucks	3	years
Field equipment	5	years


	December 29,		December 30,
	2023		2022
	(in thousands)
Furniture and fixtures	$	4,379	$	4,062
Computer hardware and software		44,594		35,635
Leasehold improvements		3,382		3,097
Equipment under finance leases		6,139		5,503
Automobiles, trucks, and field equipment		3,373		3,134
Subtotal		61,867		51,431
Accumulated depreciation and amortization		(34,770)		(28,894)
Equipment and leasehold improvements, net	$	27,097	$	22,537

SHAREHOLDERS' EQUITY - Fair Value Valuation Assumptions - General Information (Details)	12 Months Ended
	Dec. 29, 2023 item shares	Dec. 30, 2022 item shares	Dec. 31, 2021 item shares
Share-based Compensation
Options, granted (in shares) \| shares	0	0	0
Restricted Stock \| Minimum
Share-based Compensation
Vesting period	2 years
Restricted Stock \| Maximum
Share-based Compensation
Vesting period	3 years
Performance Shares
Share-based Compensation
Number of metrics \| item	2	2	2
Performance Shares \| Share-Based Payment Arrangement, Tranche One
Share-based Compensation
Vesting period		3 years
Percentage of award vesting based on each metric (as a percent)		50.00%
Performance Shares \| Share-Based Payment Arrangement, Tranche Two
Share-based Compensation
Vesting period			1 year
Percentage of award vesting based on each metric (as a percent)			50.00%

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Accounts Receivable, after Allowance for Credit Loss, Current
Accounts receivable, allowance for doubtful accounts	$ 866	$ 640
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)	13,682,000	13,296,000
Common stock, shares outstanding (in shares)	13,682,000	13,296,000

Document and Entity Information - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 29, 2023	Mar. 06, 2024	Jun. 30, 2023
Cover [Abstract]
Entity Central Index Key	0001370450
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 29, 2023
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
Entity Listing, Par Value Per Share	$ 0.01
Trading Symbol	WLDN
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 173.7
Entity Common Stock, Shares Outstanding		13,770,106
Current Fiscal Year End Date	--12-29
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Amendment Flag	false
Auditor Name	Crowe LLP
Auditor Firm ID	173
Auditor Location	Los Angeles, California

ORGANIZATION AND OPERATIONS OF THE COMPANY - Estimated Useful Lives (Details)	Dec. 29, 2023
Minimum
Equipment and Leasehold Improvements
Estimated useful life	2 years
Maximum
Equipment and Leasehold Improvements
Estimated useful life	5 years
Leasehold Improvements
Equipment and Leasehold Improvements
Estimated useful lives	us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember
Furniture and Fixtures
Equipment and Leasehold Improvements
Estimated useful life	5 years
Computer Equipment
Equipment and Leasehold Improvements
Estimated useful life	3 years
Software and Software Development Costs
Equipment and Leasehold Improvements
Estimated useful life	3 years
Vehicles
Equipment and Leasehold Improvements
Estimated useful life	3 years
Other Machinery and Equipment
Equipment and Leasehold Improvements
Estimated useful life	5 years

SHAREHOLDERS' EQUITY - Stock-Based Compensation Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Share-based Compensation
Compensation expense	$ 5.3	$ 8.4	$ 16.6

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 29, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false

LEASES

12 Months Ended

Dec. 29, 2023

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 2029. In addition, the Company is obligated under finance leases for certain furniture and office equipment that expire at various dates through the year 2028.

On December 29, 2018, the Company adopted ASU No. 2016-02, Leases (Topic 842) using the modified retrospective method. Under this guidance, the net present value of future lease payments is recorded as right-of-use assets and lease liabilities. In addition, the Company elected the ‘package of practical expedients’ permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. In addition, the Company elected not to utilize the hindsight practical expedient to determine the lease term for existing leases. The Company elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company did not recognize right-of-use assets or lease liabilities, including not recognizing right-of-use assets or lease liabilities for existing short-term leases of those assets in transition. The Company also elected the practical expedient to not separate lease and non-lease components for our facilities leases.

From time to time, the Company enters into non-cancelable leases for some of its facility and equipment needs. These leases allow the Company to conserve cash by paying a monthly lease rental fee for the use of facilities and equipment rather than purchasing them. The Company’s leases typically have remaining terms ranging from one to eight years, some of which may include options to extend the leases for up to five years, and some of which may include options to terminate the leases within one year. Currently, all of the Company’s leases contain fixed payment terms. The Company may decide to cancel or terminate a lease before the end of its term, in which case it is typically liable to the lessor for the remaining lease payments under the term of the lease. Additionally, all of the Company’s month-to-month leases are cancelable by the Company or the lessor, at any time, and are not included in the Company’s right-of-use asset or lease liability. As of December 29, 2023, 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 the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

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


	Fiscal Year
	2023		2022		2021
	(in thousands)
Operating lease cost	$	6,114	$	6,140	$	6,497
Sublease Income		(49)		—		—
Finance lease cost:
Amortization of assets		1,331		1,118		577
Interest on lease liabilities		105		76		34
Total net lease cost	$	7,501	$	7,334	$	7,108

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


	December 29,			December 30,
	2023			2022
	(in thousands, except years and percentages)
Operating leases:
Right-of-use assets	$	12,465		$	12,390

Lease liability	$	4,537		$	4,625
Lease liability, less current portion		9,758			8,599
Total lease liabilities	$	14,295		$	13,224

Finance leases (included in equipment and leasehold improvements, net):
Equipment and leasehold improvements, net	$	6,139		$	5,503
Accumulated depreciation		(3,837)			(2,830)
Total equipment and leasehold improvements, net	$	2,302		$	2,673

Finance lease obligations	$	1,186		$	1,113
Finance lease obligations, less current portion		1,184			1,601
Total finance lease obligations	$	2,370		$	2,714

Weighted average remaining lease term (in years):
Operating Leases		3.43			3.35
Finance Leases		2.31			2.66

Weighted average discount rate:
Operating Leases		6.09	%		4.25	%
Finance Leases		5.19	%		3.47	%

Rent expense for fiscal years 2023, 2022 and 2021 was $6.8 million, $6.5 million, and $6.8 million, respectively.

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


	Fiscal Year
	2023		2022		2021

	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating leases	$	5,843	$	6,471	$	6,727
Operating cash flow from finance leases		105		76		34
Financing cash flow from finance leases		1,304		1,054		545

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	5,374	$	2,745	$	783

The following is a summary of the Company’s maturities of lease liabilities as of December 29, 2023:


	Operating		Finance
	(in thousands)
Fiscal year:
2024	$	5,207	$	1,321
2025		4,312		712
2026		3,619		379
2027		1,709		103
2028		1,010		9
2029 and thereafter		115		—
Total lease payments		15,972		2,524
Less: Imputed interest		(1,677)		(154)
Total lease obligations		14,295		2,370
Less: Current obligations		4,537		1,186
Noncurrent lease obligations	$	9,758	$	1,184

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.

DEBT OBLIGATIONS - Classification (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Debt Obligations
Subtotal	$ 97,431	$ 107,447
Less current portion of long-term debt	8,452	16,903
Long-term debt portion	$ 88,979	$ 90,544

- Definition

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

+ References + Details

LEASES (Tables)

12 Months Ended

Dec. 29, 2023

LEASES

Summary of the Lease Expense


	Fiscal Year
	2023		2022		2021
	(in thousands)
Operating lease cost	$	6,114	$	6,140	$	6,497
Sublease Income		(49)		—		—
Finance lease cost:
Amortization of assets		1,331		1,118		577
Interest on lease liabilities		105		76		34
Total net lease cost	$	7,501	$	7,334	$	7,108

Summary of Lease Information Presented on the Condensed Consolidated Balance Sheet


	December 29,			December 30,
	2023			2022
	(in thousands, except years and percentages)
Operating leases:
Right-of-use assets	$	12,465		$	12,390

Lease liability	$	4,537		$	4,625
Lease liability, less current portion		9,758			8,599
Total lease liabilities	$	14,295		$	13,224

Finance leases (included in equipment and leasehold improvements, net):
Equipment and leasehold improvements, net	$	6,139		$	5,503
Accumulated depreciation		(3,837)			(2,830)
Total equipment and leasehold improvements, net	$	2,302		$	2,673

Finance lease obligations	$	1,186		$	1,113
Finance lease obligations, less current portion		1,184			1,601
Total finance lease obligations	$	2,370		$	2,714

Weighted average remaining lease term (in years):
Operating Leases		3.43			3.35
Finance Leases		2.31			2.66

Weighted average discount rate:
Operating Leases		6.09	%		4.25	%
Finance Leases		5.19	%		3.47	%

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


	Fiscal Year
	2023		2022		2021

	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating leases	$	5,843	$	6,471	$	6,727
Operating cash flow from finance leases		105		76		34
Financing cash flow from finance leases		1,304		1,054		545

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	5,374	$	2,745	$	783

Summary of the Maturities of Operating Lease Liabilities


	Operating		Finance
	(in thousands)
Fiscal year:
2024	$	5,207	$	1,321
2025		4,312		712
2026		3,619		379
2027		1,709		103
2028		1,010		9
2029 and thereafter		115		—
Total lease payments		15,972		2,524
Less: Imputed interest		(1,677)		(154)
Total lease obligations		14,295		2,370
Less: Current obligations		4,537		1,186
Noncurrent lease obligations	$	9,758	$	1,184

Summary of the Maturities of Finance Lease Liabilities


	Operating		Finance
	(in thousands)
Fiscal year:
2024	$	5,207	$	1,321
2025		4,312		712
2026		3,619		379
2027		1,709		103
2028		1,010		9
2029 and thereafter		115		—
Total lease payments		15,972		2,524
Less: Imputed interest		(1,677)		(154)
Total lease obligations		14,295		2,370
Less: Current obligations		4,537		1,186
Noncurrent lease obligations	$	9,758	$	1,184

SEGMENT AND GEOGRAPHICAL INFORMATION - Concentration Risk (Details)	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| Top Ten Customers
Concentration Risk
Concentration risk (as a percent)	52.70%	54.60%	49.20%
Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| Los Angeles Department of Water and Power
Concentration Risk
Concentration risk (as a percent)		12.00%	10.80%
Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk \| California
Concentration Risk
Concentration risk (as a percent)	45.10%	41.70%	36.80%
Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk \| New York
Concentration Risk
Concentration risk (as a percent)	24.70%	22.80%	21.00%
Revenue from Contract with Customer, Segment Benchmark \| Customer Concentration Risk \| Los Angeles Department of Water and Power \| Energy
Concentration Risk
Concentration risk (as a percent)		14.40%
Revenue from Contract with Customer, Segment Benchmark \| Customer Concentration Risk \| Los Angeles Department of Water and Power, Duke Energy, and Consolidated Edison of New York \| Engineering and Consulting
Concentration Risk
Concentration risk (as a percent)			34.50%
Revenue from Contract with Customer, Segment Benchmark \| Customer Concentration Risk \| Los Angeles Department of Water and Power, and The Dormitory Authority State of New York \| Energy
Concentration Risk
Concentration risk (as a percent)	22.70%
Revenue from Contract with Customer, Segment Benchmark \| Customer Concentration Risk \| City of Elk Grove \| Engineering and Consulting
Concentration Risk
Concentration risk (as a percent)			10.30%

ORGANIZATION AND OPERATIONS OF THE COMPANY

12 Months Ended

Dec. 29, 2023

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.

Basis of Presentation

The Company has prepared its Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

Fiscal Years

Principles of Consolidation

Reclassifications

Certain prior year amounts have been reclassified in the consolidated financial statements to conform to the current year presentation.

Use of Estimates

Cash and Cash Equivalents

Restricted Cash

Fair Value of Financial Instruments

The carrying amounts of the derivative financial instrument is valued based on Level 2 inputs.

Variable Interest Entities

Segment Information

Contract Assets and Liabilities

Contract Accounting

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


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

Company forecasts the Company’s expected costs of satisfying a performance obligation and then adds an appropriate margin for the distinct good or service.

additional goods or services included in the modification, the Company accounts for such contract modifications as a separate contract.

General and Administrative Expenses

Leases

Equipment and Leasehold Improvements

Following are the estimated useful lives used to calculate depreciation and amortization:


Category	Estimated Useful Life
Furniture and fixtures	5	years
Computer hardware	3	years
Computer software	3	years
Automobiles and trucks	3	years
Field equipment	5	years

Goodwill

Long-lived assets

Accounting for Claims against the Company

Stock-based Compensation

Business Combinations

During fiscal years 2023, 2022, and 2021, the Company did not have any material acquisitions.

Income Taxes

Earnings (loss) per Share

Other Comprehensive Income (loss), Net of Tax

Derivatives

Operating Cycle

In accordance with industry practice, amounts realizable and payable under contracts that extend beyond one year are included in current assets (included in contract assets) and current liabilities.

GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 29, 2023

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

6. GOODWILL AND OTHER INTANGIBLE ASSETS

The Company’s goodwill primarily relates to the Energy segment and the acquisitions within this segment of E3, Inc., Lime Energy, NAM, Integral Analytics and Abacus Resource Management Company (“Abacus”) and substantially all of the assets of Onsite Energy, The Weidt Group, Genesys and 360 Energy Engineers, LLC (“360 Energy”). The remaining goodwill relates to the Engineering and Consulting reporting segment and the acquisition within this segment of Economists LLC.

The changes in the carrying value of goodwill by reporting unit were as follows:


	December 30,		Additional		Additions /		December 29,
	2022		Purchase Cost		Adjustments		2023
	(in thousands)
Reporting Unit:
Energy	$	129,375	$	—	$	—	$	129,375
Engineering and Consulting		749		1,020		—		1,769
	$	130,124	$	1,020	$	—	$	131,144

	December 31,		Additional		Additions /		December 30,
	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 its goodwill at least annually for possible impairment. The Company completes its annual testing of goodwill as of the last day of the first month of its fourth fiscal quarter each year to determine whether there is impairment. In addition to the Company’s annual test, it regularly evaluates whether events and circumstances have occurred that may indicate a potential impairment of goodwill.

No impairment was recorded in any year during the three-year period ended December 29, 2023.

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


	December 29, 2023				December 30, 2022
	Gross		Accumulated		Gross		Accumulated		Amortization
	Amount		Amortization		Amount		Amortization		Period
	(in thousands)								(in years)
Finite:
Backlog	$	8,306	$	8,095	$	7,944	$	7,944	1.0
Tradename		15,936		12,695		15,911		10,990	2.5	-	6.0
Non-compete agreements		1,613		1,440		1,420		1,420	4.0	-	5.0
Developed technology		15,810		14,521		15,810		11,871	8.0
Customer relationships		58,149		31,107		58,149		25,523	5.0	-	8.0
Total intangible assets	$	99,814	$	67,858	$	99,234	$	57,748

At the time of acquisition, the Company estimates the fair value of the acquired identifiable intangible assets based upon the facts and circumstances related to the particular intangible asset. Inherent in such estimates are judgments and estimates of future revenue, profitability, cash flows and appropriate discount rates for any present value calculations. The Company preliminarily estimates the value of the acquired identifiable intangible assets and then finalizes the

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

The Company’s amortization expense for acquired identifiable intangible assets with finite useful lives was $10.1 million, $11.2 million, and $11.5 million for the fiscal years 2023, 2022 and 2021, respectively.

Estimated amortization expense for acquired identifiable intangible assets for fiscal year 2024 and the succeeding years is as follows:


		Future Intangible Asset
		Amortization expense
		(in thousands)
Fiscal year:
2024	$	7,081
2025		6,284
2026		5,561
2027		5,541
2028		4,930
Thereafter		2,559
	$	31,956

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 29, 2023

GOODWILL AND OTHER INTANGIBLE ASSETS

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


	December 30,		Additional		Additions /		December 29,
	2022		Purchase Cost		Adjustments		2023
	(in thousands)
Reporting Unit:
Energy	$	129,375	$	—	$	—	$	129,375
Engineering and Consulting		749		1,020		—		1,769
	$	130,124	$	1,020	$	—	$	131,144

	December 31,		Additional		Additions /		December 30,
	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 acquired identifiable intangible assets with finite useful lives


	December 29, 2023				December 30, 2022
	Gross		Accumulated		Gross		Accumulated		Amortization
	Amount		Amortization		Amount		Amortization		Period
	(in thousands)								(in years)
Finite:
Backlog	$	8,306	$	8,095	$	7,944	$	7,944	1.0
Tradename		15,936		12,695		15,911		10,990	2.5	-	6.0
Non-compete agreements		1,613		1,440		1,420		1,420	4.0	-	5.0
Developed technology		15,810		14,521		15,810		11,871	8.0
Customer relationships		58,149		31,107		58,149		25,523	5.0	-	8.0
Total intangible assets	$	99,814	$	67,858	$	99,234	$	57,748

Schedule of estimated amortization expense for acquired identifiable intangible assets


		Future Intangible Asset
		Amortization expense
		(in thousands)
Fiscal year:
2024	$	7,081
2025		6,284
2026		5,561
2027		5,541
2028		4,930
Thereafter		2,559
	$	31,956

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

LEASES - Operating Leases - Gross Difference (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Operating
Total lease payments	$ 15,972
Less: Imputed interest	(1,677)
Total lease liabilities	14,295	$ 13,224
Less: Current obligations	4,537	4,625
Noncurrent lease obligations	$ 9,758	$ 8,599

LEASES - General Information (Details) $ in Thousands	12 Months Ended
LEASES - General Information (Details) $ in Thousands	Dec. 29, 2023 USD ($)
Leases
Operating lease, option to extend	true
Operating lease, option to terminate	true
Residual value guarantee	$ 0
Lease practical expedients package	true
Lease practical expedients use of hindsight	false
Minimum
Leases
Operating lease, remaining lease term	1 year
Maximum
Leases
Operating lease, remaining lease term	8 years
Operating lease, extension term	5 years
Operating lease, terminate term	1 year

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Accrued Liabilities
Accrued subcontractor costs	$ 30,196	$ 28,374
Accrued bonuses	14,423	8,470
Employee withholdings	3,123	2,571
Compensation and payroll taxes	3,125	2,340
Rebate and other	139	14,643
Accrued accounting costs and taxes	3,123	2,712
Total accrued liabilities	$ 54,129	$ 59,110

SEGMENT AND GEOGRAPHICAL INFORMATION (Tables)

12 Months Ended

Dec. 29, 2023

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 Year 2023
Contract revenue	$	426,976	$	83,119	$	—	$	—	$	510,095
Depreciation and amortization		15,176		1,255		—		—		16,431
Interest expense		6		—		9,407		—		9,413
Segment profit (loss) before income tax expense		16,921		10,270		(12,600)		—		14,591
Income tax (benefit) expense		4,250		2,580		(3,165)		—		3,665
Net income (loss)		12,671		7,690		(9,435)		—		10,926
Segment assets ⁽¹⁾		345,745		25,842		67,131		(23,130)		415,588
Fiscal Year 2022
Contract revenue	$	357,460	$	71,678	$	—	$	—	$	429,138
Depreciation and amortization		16,507		982		—		—		17,489
Interest expense		11		—		5,317		—		5,328
Segment profit (loss) before income tax expense		(9,544)		10,896		(12,804)		—		(11,452)
Income tax (benefit) expense		(2,504)		2,858		(3,358)		—		(3,004)
Net income (loss)		(7,041)		8,037		(9,444)		—		(8,448)
Segment assets ⁽¹⁾		342,067		22,034		68,703		(23,130)		409,674
Fiscal Year 2021
Contract revenue	$	286,385	$	67,370	$	—	$	—	$	353,755
Depreciation and amortization		16,156		990		—		—		17,146
Interest expense		8		—		3,861		—		3,869
Segment profit (loss) before income tax expense		(4,808)		9,135		(16,731)		—		(12,404)
Income tax (benefit) expense		(1,546)		2,936		(5,377)		—		(3,987)
Net income (loss)		(3,263)		6,198		(11,352)		—		(8,417)
Segment assets ⁽¹⁾		363,232		21,423		32,897		(23,130)		394,422

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

Schedule of disaggregation of revenue


	2023
	Energy		Engineering and Consulting		Total
	(in thousands)
Contract Type
Time-and-materials	$	35,582	$	63,530	$	99,112
Unit-based		199,040		15,753		214,793
Fixed price		192,354		3,836		196,190
Total⁽¹⁾	$	426,976	$	83,119	$	510,095

Client Type
Commercial	$	31,162	$	5,866	$	37,028
Government		159,935		76,972		236,907
Utilities⁽²⁾		235,879		281		236,160
Total⁽¹⁾	$	426,976	$	83,119	$	510,095

Geography ⁽³⁾
Domestic	$	426,976	$	83,119	$	510,095


	2022
	Energy		Engineering and Consulting		Total
	(in thousands)
Contract Type
Time-and-materials	$	32,491	$	53,584	$	86,075
Unit-based		180,509		14,296		194,805
Fixed price		144,460		3,798		148,258
Total⁽¹⁾	$	357,460	$	71,678	$	429,138

Client Type
Commercial	$	29,782	$	5,566	$	35,348
Government		126,494		65,969		192,463
Utilities⁽²⁾		201,184		143		201,327
Total⁽¹⁾	$	357,460	$	71,678	$	429,138

Geography ⁽³⁾
Domestic	$	357,460	$	71,678	$	429,138


	2021
	Energy		Engineering and Consulting		Total
	(in thousands)
Contract Type
Time-and-materials	$	34,004	$	52,209	$	86,213
Unit-based		180,311		10,688		190,999
Fixed price		72,069		4,474		76,543
Total⁽¹⁾	$	286,384	$	67,371	$	353,755

Client Type
Commercial	$	24,541	$	5,323	$	29,864
Government		65,249		61,899		127,148
Utilities⁽²⁾		196,594		149		196,743
Total⁽¹⁾	$	286,384	$	67,371	$	353,755

Geography ⁽³⁾
Domestic	$	286,384	$	67,371	$	353,755

(1)

Amounts may not add to the totals due to rounding.

(2)

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

(3)

Revenue from the Company’s foreign operations were immaterial for fiscal years 2023, 2022, and 2021.

Schedule of assets included in Unallocated Corporate


	2023		2022
	(in thousands)
Assets:
Cash and cash equivalents	$	23,397	$	8,806
Restricted cash		—		10,679
Accounts Receivable, net		(915)		(2,038)
Prepaid expenses		1,399		3,366
Intercompany receivables		2,345,753		1,706,878
Goodwill		2		2
Other receivables		880		4,154
Equipment and leasehold improvements, net		1,299		1,680
Investments in subsidiaries		23,130		23,130
ROU Assets		1,389		126
Other		590		254
Deferred income taxes		15,961		18,543
	$	2,412,885	$	1,775,580

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

12 Months Ended

Dec. 29, 2023

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

14. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The tables below reflect selected quarterly information for the fiscal years ended December 29, 2023 and December 30, 2022.


	Fiscal Three Months Ended
	March 31,		June 30,		September 29,		December 29,
	2023		2023		2023		2023

	(in thousands except per share amounts)
Contract revenue	$	102,603	$	119,077	$	132,738	$	155,677
Income (loss) from operations		4,014		2,474		3,837		11,749
Income tax expense (benefit)		756		243		713		1,953
Net income (loss)		932		397		1,566		8,031
Earnings (loss) per share:
Basic	$	0.07	$	0.03	$	0.12	$	0.59
Diluted	$	0.07	$	0.03	$	0.11	$	0.58
Weighted-average shares outstanding:
Basic		13,266		13,344		13,462		13,503
Diluted		13,470		13,487		13,709		13,731


	Fiscal Three Months Ended
	April 1,		July 1,		September 30,		December 30,
	2022		2022		2022		2022

	(in thousands except per share amounts)
Contract revenue	$	91,838	$	102,645	$	121,399	$	113,256
Income (loss) from operations		(5,608)		(5,298)		(755)		4,598
Income tax expense (benefit)		(2,389)		(1,673)		(1,526)		2,584
Net income (loss)		(3,773)		(4,326)		76		(425)
Earnings (loss) per share:
Basic	$	(0.30)	$	(0.33)	$	0.01	$	(0.03)
Diluted	$	(0.30)	$	(0.33)	$	0.01	$	(0.03)
Weighted-average shares outstanding:
Basic		12,786		13,016		13,110		13,138
Diluted		12,786		13,016		13,360		13,138

DERIVATIVE FINANCIAL INSTRUMENTS - General Information (Details) - Interest Rate Swap - Cash Flow Hedging $ in Millions	Nov. 30, 2023 USD ($)
Derivative Financial Instruments
Derivative, inception date	Nov. 30, 2023
Notional amount	$ 50.0
Fixed rate (as a percent)	4.77%
Derivative, contract end date	Sep. 29, 2026

- Definition

Date derivative contract ends, in YYYY-MM-DD format.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480493/946-210-55-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480524/946-210-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SX 210.12-13(Column A)(Footnote 3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-5

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5C
-Subparagraph (SX 210.12-13C(Column D))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-5C

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SX 210.12-13(Column F))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5A
-Subparagraph (SX 210.12-13A(Column C))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-5A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5B
-Subparagraph (SX 210.12-13B(Column D))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480032/946-320-S99-5B

+ Details

DERIVATIVE FINANCIAL INSTRUMENTS - Fair Value (Details) $ in Thousands	Dec. 29, 2023 USD ($)
Derivative Assets
Derivative asset, current	$ 46
Derivative Asset, Current, Statement of Financial Position	Prepaid expenses and other current assets
Derivative Liabilities
Derivative liability, noncurrent	$ (887)
Derivative Liability, Noncurrent, Statement of Financial Position	Other noncurrent liabilities

SHAREHOLDERS EQUITY (Tables)

12 Months Ended

Dec. 29, 2023

SHAREHOLDERS' EQUITY

Summary of stock option activity


				Weighted-
		Weighted-		Average
		Average		Remaining
		Exercise		Contractual
	Options	Price		Term
	(in thousands)			(in years)
Outstanding at December 30, 2022	816	$	20.38	3.68
Granted	—		—	—
Exercised	(19)		9.77	—
Forfeited or expired	(10)		19.05	—
Outstanding at December 29, 2023	787	$	20.64	2.70
Vested and expected to vest at December 29, 2023	787	$	20.64	2.70
Exercisable at December 29, 2023	787	$	20.64	2.70


				Weighted-
		Weighted-		Average
		Average		Remaining
		Exercise		Contractual
	Options	Price		Term
	(in thousands)			(in years)
Outstanding at December 31, 2021	849	$	19.89	4.68
Granted	—		—	—
Exercised	(33)		8.12	—
Forfeited or expired	—		—	—
Outstanding at December 30, 2022	816	$	20.38	3.68
Vested and expected to vest at December 30, 2022	816	$	20.38	3.68
Exercisable at December 30, 2022	816	$	20.38	3.68


				Weighted-
		Weighted-		Average
		Average		Remaining
		Exercise		Contractual
	Options	Price		Term
	(in thousands)			(in years)
Outstanding at January 1, 2021	1,003	$	18.86	5.43
Granted	—		—	—
Exercised	(150)		12.86	—
Forfeited or expired	(4)		24.33	—
Outstanding at December 31, 2021	849	$	19.89	4.68
Vested and expected to vest at December 31, 2021	849	$	19.89	4.68
Exercisable at December 31, 2021	849	$	19.89	4.68

A summary of the status of the Company’s nonvested options and changes in nonvested options is presented below:


		Weighted-
		Average
		Grant-Date
	Options	Fair Value
	(in thousands)
Nonvested at December 30, 2022	—	$	—
Granted	—		—
Vested	—		—
Forfeited	—		—
Nonvested at December 29, 2023	—		—


		Weighted-
		Average
		Grant-Date
	Options	Fair Value
	(in thousands)
Nonvested at December 31, 2021	—	$	—
Granted	—		—
Vested	—		—
Forfeited	—		—
Nonvested at December 30, 2022	—		—


		Weighted-
		Average
		Grant-Date
	Options	Fair Value
	(in thousands)
Nonvested at January 1, 2021	52	$	31.73
Granted	—		—
Vested	(52)		31.73
Forfeited	—		—
Nonvested at December 31, 2021	—		—

Summary of restricted stock activity


		Weighted-
		Average
	Restricted Stock	Grant Date Fair Value
	(in thousands)
Outstanding at December 30, 2022	135	$	34.07
Awarded	154		18.04
Vested	(114)		33.45
Forfeited	(4)		17.83
Outstanding at December 29, 2023	171	$	20.44

Outstanding at December 31, 2021	110	$	38.30
Awarded	104		31.48
Vested	(74)		36.55
Forfeited	(5)		36.51
Outstanding at December 30, 2022	135	$	34.07

Outstanding at January 1, 2021	128	$	33.21
Awarded	63		41.02
Vested	(75)		32.09
Forfeited	(6)		36.69
Outstanding at December 31, 2021	110	$	38.30

Summary of performance-based restricted stock unit activity


	Performance-Based	Weighted-Average
	Restricted Stock Unit	Grant Date Fair Value
	(in thousands)
Outstanding at December 30, 2022	66	$	27.93
Awarded	112		19.89
Released	(46)		22.84
Forfeited	(2)		21.67
Outstanding at December 29, 2023	130	$	22.88

Outstanding at December 31, 2021	224	$	31.31
Awarded	186		38.82
Released	(278)		40.99
Forfeited	(66)		26.61
Outstanding at December 30, 2022	66	$	27.93

Outstanding at January 1, 2021	379	$	20.68
Awarded	282		34.84
Released	(411)		29.08
Forfeited	(26)		29.93
Outstanding at December 31, 2021	224	$	31.31

Summary of valuation assumptions


	2023			2022			2021
Weighted-average expected term (in years)		.5			.5			.5
Risk-Free interest Rate		4.9	%		1.4	%		0.1	%
Stock Price Volatility		29.9	%		30.0	%		31.9	%
Dividend yield		0	%		0	%		0	%
Fair Value	$	18.50		$	31.11		$	40.21

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Accounts Receivable - Components (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021	Jan. 01, 2021
Accounts Receivable, after Allowance for Credit Loss
Billed	$ 70,543	$ 60,842
Allowance for doubtful accounts	(866)	(640)	$ (1,115)	$ (2,127)
Accounts receivable, net	$ 69,677	$ 60,202

INCOME TAXES (Tables)

12 Months Ended

Dec. 29, 2023

INCOME TAXES

Schedule of provision for income taxes


	Fiscal Year
	2023		2022		2021

	(in thousands)
Current federal taxes	$	61	$	(1,224)	$	(1,606)
Current state taxes		676		(73)		530
Current foreign taxes		—		—		—
Deferred federal taxes		2,022		(1,519)		(2,656)
Deferred state taxes		906		(188)		(255)
	$	3,665	$	(3,004)	$	(3,987)

(1)

Revenue from the Company’s foreign operations was immaterial for fiscal years 2023, 2022 and 2021.

Schedule of sources and tax effects of the differences


	2023		2022		2021

	(in thousands)
Computed “expected” federal income tax expense	$	3,064	$	(2,405)	$	(2,605)
Permanent differences		194		24		18
Nondeductible executive compensation		121		711		1,349
Stock options and disqualifying dispositions		560		576		(1,276)
Energy efficient building deduction		(717)		(1,378)		(558)
Current and deferred state income tax expense, net of federal benefit		1,250		(111)		(660)
Research and development tax credit		(867)		(517)		(761)
Federal rate differential on NOL carryback		—		—		(579)
Change in valuation allowance		—		—		1,105
Other		60		96		(20)
	$	3,665	$	(3,004)	$	(3,987)

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


	December 29,		December 30,
	2023		2022

	(in thousands)
Deferred tax assets:
Other accrued liabilities	$	2,907	$	1,374
Federal and state net operating losses		15,890		23,089
Lease liability		3,977		3,592
Stock compensation		1,214		1,404
Capitalized research and development		4,286		2,078
Credit carryforwards		2,819		1,754
Excess business interest limitation		84		1,437
Other		432		207
Total deferred tax assets		31,609		34,935
Valuation allowance		(1,191)		(1,191)
Net deferred tax assets	$	30,418	$	33,744
Deferred tax liabilities:
Deferred revenue	$	(2,960)	$	(4,223)
Fixed assets		(3,013)		(2,778)
Intangible assets		(4,926)		(4,794)
Lease right-of-use assets		(3,558)		(3,406)
Total deferred tax liabilities		(14,457)		(15,201)
Net deferred tax asset	$	15,961	$	18,543

DERIVATIVE FINANCIAL INSTRUMENTS - Cash Flow Hedge Effectiveness (Details) $ in Millions	12 Months Ended
	Dec. 29, 2023 USD ($)
Derivative Financial Instruments
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax	$ (0.8)
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax	0.0
Other comprehensive income (loss), cash flow hedge, gain (loss), after reclassification, before tax, total	(0.8)
Derivative instruments, gain (loss) reclassification from accumulated OCI to income, estimated net amount to be transferred	$ 0.1
Derivative instruments, gain (loss) reclassification from accumulated OCI to income, estimate of time to transfer	12 months

SUPPLEMENTAL FINANCIAL STATEMENT DATA - Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021	Jan. 01, 2021
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents
Cash and cash equivalents	$ 23,397	$ 8,806	$ 11,221
Restricted cash		10,679
Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows	$ 23,397	$ 19,485	$ 11,221	$ 28,405
Restricted Cash, Statement of Financial Position	Restricted cash	Restricted cash	Restricted cash

INCOME TAXES - Tax Credit Carryforwards (Details) $ in Millions	Dec. 29, 2023 USD ($)
Domestic Tax Authority
Tax Credit Carryforwards
Tax credit carryforwards	$ 2.6
State and Local Jurisdiction
Tax Credit Carryforwards
Tax credit carryforwards	$ 0.3

LEASES - Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 29, 2023	Dec. 30, 2022
Leases
Right-of-use assets	$ 12,465	$ 12,390
Operating leases, lease liabilities
Lease liability	4,537	4,625
Lease liability, less current portion	9,758	8,599
Total lease liabilities	14,295	13,224
Finance leases (included in equipment and leasehold improvements, net):
Equipment and leasehold improvements, net	6,139	5,503
Accumulated depreciation	(3,837)	(2,830)
Total equipment and leasehold improvements, net	$ 2,302	$ 2,673
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	$ 1,186	$ 1,113
Finance lease obligations, less current portion	1,184	1,601
Total finance lease obligations	$ 2,370	$ 2,714

SEGMENT AND GEOGRAPHICAL INFORMATION - Segment Information (Details) - segment	12 Months Ended
	Dec. 29, 2023	Dec. 30, 2022	Dec. 31, 2021
Segment Information
Number of reporting segments	2	2	2