UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2008

WILLDAN GROUP, INC.

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.                    Results of Operations and Financial Condition.

On March 27, 2008, Willdan Group, Inc. (the “Registrant”) reported its results of operations for its fourth quarter and fiscal year ended December 28, 2007.  A copy of the press release issued by the Registrant concerning the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.  The information in this Current Report, including the exhibit hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01.                    Financial Statements and Exhibits.

(d)           Exhibits

99.1         Press Release, dated March 27, 2008, reporting the results of operations for the Registrant’s fourth quarter and fiscal year ended December 28, 2007.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3

Exhibit 99.1

FOR IMMEDIATE RELEASE

Willdan Reports Fourth Quarter 2007 and Fiscal Year 2007 Financial Results

ANAHEIM, Calif.,–(BUSINESS WIRE)–March 27, 2008–Willdan Group, Inc. (“Willdan”) (NASDAQ:WLDN), announces financial results for its fourth quarter and fiscal year ended December 28, 2007.

For the fourth quarter of 2007, Willdan reported total contract revenue of $18.7 million and net income of $0.3 million, or $0.04 per basic and diluted share.

The fourth quarter reflected a one-time, non-cash charge of $1.0 million related to the reversal of a litigation-related receivable that was originally recorded in the third quarter of fiscal year 2006.

Tom Brisbin, Willdan’s Chief Executive Officer, stated: “Coming out of our fourth quarter, I was pleased with our operating results, given the amount of change that took place during 2007.  It was unfortunate that we received word that this litigation receivable, which related to a claim back in 2002, was no longer collectible.  While revenue in Q4 was down slightly, we posted operating margins of 7% and generated cash flow from operations.  I see positive trends happening and I look forward to future growth at Willdan.”

For the fiscal year ended December 28, 2007, Willdan reported total contract revenue of $78.8 million and net income of $2.1 million, or $0.30 per basic and diluted share.

Fourth Quarter 2007 Results

For the fourth quarter of fiscal 2007, revenue was $18.7 million, down $0.6 million, or 3.3%, from revenue of $19.3 million for the comparable period last year.  On a sequential basis, revenue was down $1.0 million, or 5.2% from the third quarter of 2007.  Income from operations was $0.3 million for the fourth quarter of fiscal 2007, down $1.0 million, or 77.7% from income from operations of $1.3 million for the comparable period last year.  On a sequential basis, income from operations was down $1.4 million, or 82.9% over the third quarter of 2007.

In the third quarter of fiscal 2006, Willdan received a favorable litigation judgment.  The plaintiff subsequently appealed the judgment and in February 2008, the judgment was overturned.  Accordingly, Willdan reversed the $1.0 million receivable in its fourth quarter of fiscal 2007.  Excluding this reversal, income from operations for the fourth quarter of fiscal 2007 would have been $1.3 million, up 4.1% from the comparable period last year and down 19.6% on a sequential basis.

Net income was $0.3 million for the fourth quarter of fiscal 2007, up $1.0 million from the comparable period last year and down $0.8 million, or 73.1%, on a sequential basis.  Net income in fiscal year 2006 was impacted by the Company’s change in tax status from an S Corporation status to a C Corporation upon the completion of the initial public offering in November 2007.  Pro forma net income for the fourth quarter of fiscal 2006 would have been $0.7 million assuming taxation as a C Corporation during the entire year 2006.  Excluding the aforementioned litigation receivable reversal, net income for the fourth quarter of fiscal 2007 would have been $0.9 million, up 21.1% over pro forma net income of $0.7 million in the fourth quarter of fiscal 2006.

Basic and diluted earnings (loss) per share for the fourth quarter of fiscal 2007 was $0.04 as compared to $(0.14) for the comparable period last year, or $0.13 on a pro forma basis giving effect to additional income tax expense.  Excluding the litigation receivable reversal, basic and diluted earnings per share for the fourth quarter of fiscal 2007 would have been $0.12.

Willdan generated cash flow from operations of $1.1 million in the fourth quarter of fiscal year 2007.

Fiscal Year 2007 Results

For the twelve months ended December 28, 2007, revenue was $78.8 million, up $0.5 million, or 0.6% from revenue of $78.3 million for the comparable period last year.  Income from operations was $2.5 million for the twelve months ended December 28, 2007, down $4.5 million, or 64.3%, from the comparable period last year.  Net income was $2.1 million for the twelve months ended December 28, 2007, down $4.6 million, or 68.7% from the comparable period last year.

Basic and diluted earnings per share for fiscal year 2007 were $0.30 as compared to $1.37 for the comparable period last year or $1.25 on a pro forma basis.  Excluding the litigation receivable reversal, basic and diluted earnings per share for fiscal 2007 would have been $0.38.

(1) Assumes the Company was taxed as a C corporation during the three and twelve months ended December 29, 2006.

Outlook

The following statement is based on current expectations.  This statement is forward-looking and actual results could differ materially from current expectations.  This outlook should be read in conjunction with the information on forward-looking statements at the end of this press release.

Willdan expects to report revenue between $80 and $83 million for fiscal year 2008.

Conference Call and Webcast

Chief Executive Officer Thomas Brisbin, Chief Operations Officer Mallory McCamant and Chief Financial Officer Kimberly Gant plan to host a conference call on March 27, 2008 at 5:00 p.m. Eastern/2:00 p.m. Pacific to further discuss the Company’s financial results and business developments.

Interested parties may access the conference call by dialing 800-257-1836 (303-275-2170 for international callers). 

When prompted, ask for the “Willdan Group Investor Conference Call.”  The conference call will be webcast simultaneously on Willdan’s website at www.willdangroup.com under Investor Relations: Events.

The telephonic replay of the conference call may be accessed approximately two hours after the call through April 10, 2008, by dialing 800-405-2236 (303-590-3000 for international callers).  The replay access code is 11111158#.  The webcast replay will be archived for 12 months.

About Willdan Group, Inc.

Founded over 40 years ago, Willdan Group, Inc. is a leading provider of outsourced services to public agencies located primarily in California and other western states. Willdan Group, Inc. assists cities and other government agencies with a broad range of services, including civil engineering, building and safety services, geotechnical engineering, financial and economic consulting, and disaster preparedness and homeland security. www.willdangroup.com

Forward-Looking Statements

Safe Harbor Statement:  Statements in this press release which are not purely historical, including statements regarding Willdan Group’s intentions, hopes, beliefs, expectations, representations, projections, estimates, plans or predictions of the future are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements involve risks and uncertainties including, but not limited to, the risk that the Company will not be able to expand its services or meet the needs of customers in markets in which it operates. It is important to note that the Company’s actual results could differ materially from those in any such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, a slowdown in the local and regional economies of the states where Willdan conducts business and the loss of or inability to hire additional qualified professionals. The Company’s business could be affected by a number of other factors, including the risk factors listed from time to time in the Company’s SEC reports including, but not limited to, the Form 10-K annual report for the year ended December 28, 2007 filed on March 27, 2008. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this press release. Willdan Group, Inc. disclaims any obligation, and does not undertake to update or revise any forward-looking statements in this press release.

Contact:

Mallory McCamant

Chief Operations Officer

Tel: 714-940-6327

mallory@willdangroup.com

Kimberly Gant

Chief Financial Officer

Tel:  714-940-6329

kgant@willdangroup.com

Moira Conlon
Financial Profiles, Inc.

Tel: 310-277-4907

mconlon@finprofiles.com

WILLDAN GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

WILLDAN GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

WILLDAN GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Use of Non-GAAP Financial Measures

Our fourth quarter of fiscal 2007 reflected a one-time, non-cash charge of $1.0 million related to the reversal of a litigation-related receivable that was originally recorded in the third quarter of fiscal year 2006.  By excluding this one-time, non-cash charge, we believe our results of operations for the fourth quarter of 2007 are more comparable to our fourth quarter results of 2006 because it removes the non-recurring charge.  Therefore, along with the GAAP measures of income from operations, net income and basic and diluted earnings per share, we have presented these measures excluding the impact of this expense, which are non-GAAP measures.

The following is a reconciliation of income from operations to income from operations excluding the one-time reversal of litigation receivable (in thousands):

The following is a reconciliation of net income to net income excluding the one-time reversal of litigation receivable (in thousands):

The following is a reconciliation of basic and diluted earnings per share to basic and diluted earnings per share excluding the one-time reversal of litigation receivable:

Adjusted EBITDA is a supplemental measure used by our management to measure our operating performance. We define Adjusted EBITDA as net income plus net interest expense, income tax expense (benefit), depreciation and amortization, loss (gain) on sales of assets, accrued expenses related to a litigation matter and a one-time stock-based compensation expense recorded in anticipation of the initial public offering, less proceeds from life insurance policies carried on our former chief executive officer.  Our definition of Adjusted EBITDA may differ from those of

many companies reporting similarly named measures.  This measure should be considered in addition to, and not as a substitute for or superior to, other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles, or GAAP, such as operating income and net income.  We believe Adjusted EBITDA enables management to separate non-recurring income and expense items from our results of operations to provide a more normalized and consistent view of operating performance on a period-to-period basis.  We use Adjusted EBITDA to evaluate our performance for, among other things, budgeting, forecasting and incentive compensation purposes.  We also believe Adjusted EBITDA is useful to investors, research analysts, investment bankers and lenders because it removes from our operational results the impact of certain non-recurring income and expense items, which may facilitate comparison of our results from period-to-period.

Adjusted EBITDA is not a recognized term under GAAP and does not purport to be an alternative to operating income or net income as an indicator of operating performance or any other GAAP measure.

Adjusted EBITDA decreased 29.9% to $5.4 million for fiscal year 2007 from $7.7 million for fiscal 2006.  Adjusted EBITDA, as a percentage of revenue, decreased to 6.9% for fiscal 2007 from 9.8% for fiscal 2006.

The following is a reconciliation of net income to Adjusted EBITDA (in thousands):