ORGANIZATION AND OPERATIONS OF THE COMPANY	6 Months Ended
Jun. 30, 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 resource and infrastructure needs undergo continuous change, the Company helps organizations and their communities evolve and thrive by providing a wide range of technical services for energy solutions, greenhouse gas reduction, 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 for our clients. The Company’s broad portfolio of services operates within two financial reporting segments: (1) Energy and (2) Engineering and Consulting. The interfaces and synergies between these segments are important elements of the Company’s strategy to design and deliver trusted, comprehensive, innovative, and proven solutions for its customers. The accounting policies followed by the Company are set forth in Part II, Item 8, Note 1, Organization and Operations of the Company, of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2022. In the opinion of management, all adjustments necessary to fairly state the Condensed Consolidated Financial Statements have been made. All such adjustments are of a normal, recurring nature. Certain information and footnote disclosures normally included in the Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These Condensed Consolidated Financial Statements and related notes thereto should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2022. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year. Fiscal Years The Company operates and reports its annual financial results based on 52 or 53-week periods ending on the Friday closest to December 31. The Company operates and reports its quarterly financial results based on the 13-week period ending on the Friday closest to June 30, September 30, and December 31 and the 13 or 14-week period ending on the Friday closest to March 31, as applicable. Fiscal year 2023, which ends on December 29, 2023, will be comprised of 52 weeks, with all quarters consisting of 13 weeks each. Fiscal year 2022, which ended on December 30, 2022, was comprised of 52 weeks, with all quarters consisting of 13 weeks each. All references to years in the notes to consolidated financial statements represent fiscal years. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Credit Agreement Refinancing As described in Note 5, “Debt Obligations”, and Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk”, the Company’s current Credit Agreement (as defined below) matures on June 26, 2024. Pursuant to the terms of the Credit Agreement, the Company’s Term A Loan (as defined below) amortizes quarterly in installments of $2.5 million beginning with the fiscal quarter ending September 27, 2019, with a final payment of all then remaining principal and interest due on the maturity date of June 26, 2024. In addition, each borrowing under the Company’s Delayed Draw Term Loan (as defined below) amortizes quarterly in an amount equal to 2.5% of the aggregate outstanding borrowings under the Delayed Draw Term Loan, beginning with the first full fiscal quarter ending after the initial borrowing date, with a final payment of all then remaining principal and interest due on the maturity date of June 26, 2024. In accordance with ASC Topic 205, when preparing financial statements for each reporting period, the Company evaluates whether there are conditions or events that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company considered its Credit Agreement’s principal and interest payment due on June 26, 2024 and assessed its current financial condition and liquidity sources, including current funds available, forecasted future cash flows, and conditional and unconditional obligations due over the next twelve months. Based on that analysis, only as a result of the Company’s obligation under the Credit Agreement to make final payment of all then remaining principal and interest on June 26, 2024, does an event arise which raises substantial doubt with respect to the Company's ability to continue as a going concern within one year after the date that the Condensed Consolidated Financial Statements are issued. The Company intends to refinance its Credit Agreement and has entered into an engagement to secure a new three-year financing facility with a syndicate of financial institutions as lenders which, among other things, will repay 100% of the obligations under the existing Credit Agreement and extend the due date of the maturity payment by more than two years from the current maturity date. The Company expects to finalize its refinancing efforts and enter into a new credit facility during the second half of fiscal 2023. Accordingly, the Company believes that its refinancing plan alleviates any substantial doubt about the Company's ability to continue as a going concern within one year after the date that the consolidated financial statements are issued because it expects to fully refinance the Credit Agreement with a new credit facility prior to June 26, 2024, the date on which final payment of all then remaining principal and interest under the current Credit Agreement is due.

ORGANIZATION AND OPERATIONS OF THE COMPANY

6 Months Ended

Jun. 30, 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 resource and infrastructure needs undergo continuous change, the Company helps organizations and their communities evolve and thrive by providing a wide range of technical services for energy solutions, greenhouse gas reduction, 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 for our clients.

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

The accounting policies followed by the Company are set forth in Part II, Item 8, Note 1, Organization and Operations of the Company, of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2022. In the opinion of management, all adjustments necessary to fairly state the Condensed Consolidated Financial Statements have been made. All such adjustments are of a normal, recurring nature. Certain information and footnote disclosures normally included in the Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These Condensed Consolidated Financial Statements and related notes thereto should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2022. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year.

Fiscal Years

The Company operates and reports its annual financial results based on 52 or 53-week periods ending on the Friday closest to December 31. The Company operates and reports its quarterly financial results based on the 13-week period ending on the Friday closest to June 30, September 30, and December 31 and the 13 or 14-week period ending on the Friday closest to March 31, as applicable. Fiscal year 2023, which ends on December 29, 2023, will be comprised of 52 weeks, with all quarters consisting of 13 weeks each. Fiscal year 2022, which ended on December 30, 2022, was comprised of 52 weeks, with all quarters consisting of 13 weeks each. All references to years in the notes to consolidated financial statements represent fiscal years.

Use of Estimates

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

Credit Agreement Refinancing

As described in Note 5, “Debt Obligations”, and Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk”, the Company’s current Credit Agreement (as defined below) matures on June 26, 2024. Pursuant to the terms of the Credit Agreement, the Company’s Term A Loan (as defined below) amortizes quarterly in installments of $2.5 million beginning with the fiscal quarter ending September 27, 2019, with a final payment of all then remaining principal and interest due on the maturity date of June 26, 2024. In addition, each borrowing under the Company’s Delayed Draw Term Loan (as defined below) amortizes quarterly in an amount equal to 2.5% of the aggregate outstanding borrowings under the Delayed Draw Term Loan, beginning with the first full fiscal quarter ending after the initial borrowing date, with a final payment of all then remaining principal and interest due on the maturity date of June 26, 2024.

In accordance with ASC Topic 205, when preparing financial statements for each reporting period, the Company evaluates whether there are conditions or events that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company considered its Credit Agreement’s principal and interest payment due on June 26, 2024 and assessed its current financial condition and liquidity sources, including current funds available, forecasted future cash flows, and conditional and unconditional obligations due over the next twelve months. Based on that analysis, only as a result of the Company’s obligation under the Credit Agreement to make final payment of all then remaining principal and interest on June 26, 2024, does an event arise which raises substantial doubt with respect to the Company's ability to continue as a going concern within one year after the date that the Condensed Consolidated Financial Statements are issued.

The Company intends to refinance its Credit Agreement and has entered into an engagement to secure a new three-year financing facility with a syndicate of financial institutions as lenders which, among other things, will repay 100% of the obligations under the existing Credit Agreement and extend the due date of the maturity payment by more than two years from the current maturity date. The Company expects to finalize its refinancing efforts and enter into a new credit facility during the second half of fiscal 2023. Accordingly, the Company believes that its refinancing plan alleviates any substantial doubt about the Company's ability to continue as a going concern within one year after the date that the consolidated financial statements are issued because it expects to fully refinance the Credit Agreement with a new credit facility prior to June 26, 2024, the date on which final payment of all then remaining principal and interest under the current Credit Agreement is due.