WLDN on Nasdaq

Willdan Group

Logo: Willdan Group, Public domain, via Wikimedia Commons5

American consulting company

Willdan Group, Inc. (Willdan) is an American publicly traded company selling professional technical and consulting services to public and private utilities, public agencies at all levels of government, and commercial and industrial firms. The company operates offices in more than a dozen states, with its key operations in California and New York.3 Its shares trade on Nasdaq under the symbol WLDN.1 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

$681.6MRevenue, fiscal 20266
$52.6MNet income, fiscal 20266
1964Founded1

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  • TickerWLDN on Nasdaq1
  • IndustryServices-Engineering Services1
  • HeadquartersAnaheim1
  • Websitewww.willdan.com
  • Incorporated inDE7
  • Business address2401 East Katella Avenue, Suite 300, Anaheim, Ca 928067
  • Filer categoryLarge accelerated filer7
  • Legal formCorporation4
  • LEI529900YQO0LF5VAEKN054
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressc/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, 19801 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 41081214

Willdan Group, Inc. (Willdan) is an American publicly traded company selling professional technical and consulting services to public and private utilities, public agencies at all levels of government, and commercial and industrial firms. The company operates offices in more than a dozen states, with its key operations in California and New York.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

37.5%Gross margin6
6.5%Operating margin6
7.7%Net margin6
17.2%Return on equity6
0.15×Debt to equity6
$70.7MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Energy brought in 85% of the revenue Willdan Group broke down this way in fiscal 2025.

  1. Energy$576.1M685%up 22% from 2024
  2. Engineering Consulting Services$105.5M615%up 14% from 2024
Business segments by year
Business segments202320242025
Energy$427.0M$473.3M$576.1M
Engineering Consulting Services$83.1M$92.5M$105.5M

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue62¢$425.9M
  • Other costs28¢$190.6M
  • Income tax2¢$12.6M
  • Profit8¢$52.6M

Out of $681.6M in revenue.6

Where each dollar of operating cash went, fiscal 2026

  • Capital spending12¢$9.4M
  • Kept or used elsewhere88¢$70.7M

Out of $80.1M of cash from operations.6

Financial statements

Revenue910116$681.6M in 2026+54% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $443.1M$443.1M20192021: $353.8M$353.8M2021−20%2022: $429.1M$429.1M2022+21%2023: $510.1M$510.1M2023+19%2024: $565.8M$565.8M2024+11%2026: $681.6M$681.6M2026+20%
Gross profit10116$255.7M in 2026+88% since 2021
0$100.0M$200.0M$300.0M2021: $135.9M$135.9M20212022: $143.6M$143.6M2022+6%2023: $179.8M$179.8M2023+25%2024: $202.8M$202.8M2024+13%2026: $255.7M$255.7M2026+26%
Operating income910116$44.1M in 2026+372% since 2019
-$20.0M0$20.0M$40.0M$60.0M2019: $9.4M$9.4M20192021: -$8.7M-$8.7M20212022: -$7.1M-$7.1M2022−19%2023: $22.1M$22.1M20232024: $31.4M$31.4M2024+42%2026: $44.1M$44.1M2026+41%
Net income910116$52.6M in 2026+986% since 2019
-$20.0M0$20.0M$40.0M$60.0M2019: $4.8M$4.8M20192021: -$8.4M-$8.4M20212022: -$8.4M-$8.4M2022+0%2023: $10.9M$10.9M20232024: $22.6M$22.6M2024+107%2026: $52.6M$52.6M2026+133%

Every line of the income statement as filed: the last 3 fiscal years (annual) or 8 quarters (quarterly), latest first.6

Period ending2025-12-312024-12-312023-12-31
Contract revenue$681.6M$565.8M$510.1M
Salaries and wages$109.1M$93.5M$89.9M
Subcontractor services and other direct costs$316.8M$269.5M$240.4M
Total direct costs of contract revenue$425.9M$363.0M$330.3M
Gross profit$255.7M$202.8M$179.8M
Salaries and wages, payroll taxes and employee benefits$125.7M$105.4M$95.6M
Facilities and facility related$9.7M$9.7M$9.6M
Stock-based compensation$11.8M$7.4M$5.3M
Depreciation and amortization$18.7M$14.7M$16.4M
Other$45.6M$34.2M$30.8M
Total general and administrative expenses$211.5M$171.4M$157.7M
Income (Loss) from operations$44.1M$31.4M$22.1M
Interest expense, net-$5.7M-$7.8M-$9.4M
Other, net$1.6M$3.1M$1.9M
Total other expense, net-$4.2M-$4.7M-$7.5M
Income (Loss) before income taxes$40.0M$26.7M$14.6M
Income tax (benefit) expense-$12.6M$4.1M$3.7M
Net income (loss)$52.6M$22.6M$10.9M
Unrealized gain (loss) on derivative contracts, net of tax$44.0K$350.0K-$664.0K
Comprehensive income (loss)$52.6M$22.9M$10.3M
Basic (in dollars per share)$3.63$1.63$0.82
Diluted (in dollars per share)$3.49$1.58$0.80
Basic (in shares)14.5M shares13.8M shares13.4M shares
Diluted (in shares)15.1M shares14.2M shares13.6M shares

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Corporate structure

Willdan Group sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Willdan Group

  • Willdan Group Anaheim, CA, California, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Willdan Group reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Finance-lease assets$2.3M6 Jan 2, 2026$2.4M6 Dec 27, 2024−3.6%
Operating-lease assets (leased space)$16.6M6 Jan 2, 2026$14.0M6 Dec 27, 2024+18.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$65.9M6 Jan 2, 2026$74.2M6 Dec 27, 2024−11.1%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$179.5M6 Jan 2, 2026$141.0M6 Dec 27, 2024+27.3%
Finite-lived intangibles, gross$120.4M6 Jan 2, 2026$104.5M6 Dec 27, 2024+15.3%
Accumulated amortization$84.9M6 Jan 2, 2026$75.1M6 Dec 27, 2024+13.1%
Finite-lived intangibles, net$35.5M6 Jan 2, 2026$29.4M6 Dec 27, 2024+20.8%

Properties, in its own words

Our corporate headquarters is located at 2401 East Katella Avenue, Anaheim, California, where we lease approximately 18,000 square feet of office space. In addition, we lease office space in 48 other locations nationwide. In addition to the U.S. locations, we also have one office in Canada and one office in the Commonwealth of Puerto Rico. In total, our facilities contain approximately 224,000 square feet of office space and are subject to leases that expire through 2034. We rent a small portion of this total space on a month-to-month basis. We believe that our existing facilities are adequate to meet current requirements and that suitable additional or substitute space will be available as needed to accommodate any expansion of operations and for additional offices.

Item 2 of the 10-K filed Feb 27, 2026.16

The story

In 1964, the company was built by William Stookey and Dan Heil in southern California on a then-unique model of providing outsourced engineering services exclusively to municipalities, especially newly urbanizing cities.

Over the next 50 years, the company's expansion has reflected the increasingly complex challenges facing communities, with a forward-looking focus on energy efficiency, energy engineering, cogeneration, Energy Savings Performance Contract, Community Choice Aggregation, smart city, microgrid consulting, and Transactive energy software.

In 2006, Willdan Group, Inc. completed its initial public offerings in NASDAQ, becoming a publicly traded company under the symbol WLDN.

In 2008, Willdan acquired Intergy Corporation, then renamed Willdan Energy Solutions, offering energy efficiency utility program management.

In 2015, Willdan acquired 360 Energy Engineers and Abacus Resource Management, expanding its capabilities into Energy Service Company and Energy Savings Performance Contract services.

Willdan acquired NYC-based Genesys Engineering, P.C., in 2016, bringing Power Engineering services into its portfolio, with an eye to evolution of U.S. power systems toward Distributed generation and microgrids.

The big data analytics firm Integral Analytics, Inc. (IA) was acquired by Willdan in July 2017. IA's software solutions help investor-owned utility and smart city managers solve problems arising from the transformation of an electrical grid facing growth in distributed generation sources, such as solar power and electric vehicles, effectively harnessing the power of renewable energy and energy storage.

The energy engineering and sustainability firm of Newcomb Anderson McCormick, Inc. was acquired by Willdan in April 2018, bringing strong relationships as a long-term energy efficiency, renewable energy, and green buildings consultant for the University of California, California State University, and California Community Colleges System, and with San Francisco Bay Area public agencies and utilities.

Read the full text

With its November, 2018, acquisition of Lime Energy, Willdan further expanded its presence in the energy market. Lime Energy has delivered energy efficiency programs for 10 of the 25 largest electric utilities and five of the 10 largest municipal utilities in the U.S.

Acquisition of The Weidt Group in March 2019 added energy engineering for new construction and a strong presence in the Upper Midwest. In July 2019, Willdan entered a $200 million expanded credit facility to fund future acquisitions, and also announced its acquisition of Onsite Energy Corporation, adding industrial sector clients for Willdan's energy efficiency services.

In October 2019 Willdan announced the acquisition of Energy and Environmental Economics, Inc (E3), a data-driven energy analysis and strategy consulting firm headquartered in San Francisco, California. E3 has more than 70 employees across offices in San Francisco, Boston, and New York. E3 generated approximately $16 million in revenue in 2018.

Willdan acquired Alternative Power Generation, Inc. (APG), an electrical engineering and construction management firm, in a stock purchase in March, 2025. APG adds significant expertise in data center substation design and construction management, microgrids, EV charging stations, and renewable energy projects for the commercial sector. In 2024, APG generated approximately $37 million in revenue.

From Wikipedia’s article on Willdan Group, shared under CC BY-SA 4.0.8

Leadership

Who has led Willdan Group, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (24)

Timeline

  1. Sep 23, 20268-K Entered a material agreement52
  2. Aug 6, 20268-K Results of operations53
  3. Jun 18, 20268-K Executive or director change; Shareholder vote54
  4. May 7, 20268-K Results of operations55
  5. Feb 26, 20268-K Results of operations56
  6. Nov 6, 20258-K Results of operations57
  7. Aug 7, 20258-K Results of operations58
  8. Jun 13, 20258-K Executive or director change; Shareholder vote59
  9. May 8, 20258-K Results of operations60
  10. Mar 6, 20258-K Results of operations61
  11. Nov 18, 20248-K Executive or director change62
  12. Oct 31, 20248-K Results of operations63
  13. Mar 11, 2024New chief executive Michael A. Bieber becomes CEO17
  14. Jun 10, 2009New chief executive Frank Tripepi becomes CEO18
  15. Dec 17, 2008New chief executive Daniel Chow becomes CEO19
  16. Apr 3, 2007New chief executive Thomas Donald Brisbin becomes CEO20
  17. Nov 21, 2006Went public Listed on NASDAQ1
  18. Nov 20, 2006New chief executive Win Westfall becomes CEO21
  19. 1964Founded Founded1

Calendar

Coming up

  1. Nov 5, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $1.03 a share, on Nov 6, 2025.64

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results53
  2. May 7, 2026Reported quarterly or annual results55
  3. Feb 26, 2026Reported quarterly or annual results56
  4. Nov 6, 2025Reported quarterly or annual results57
  5. Aug 7, 2025Reported quarterly or annual results58
  6. May 8, 2025Reported quarterly or annual results60
  7. Mar 6, 2025Reported quarterly or annual results61
  8. Oct 31, 2024Reported quarterly or annual results63

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

355 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 36 major events, 207 insider forms, 29 large holders, 62 other. The latest 20:

  1. Sep 23, 20268-K EDGAR
  2. Sep 17, 20264 EDGAR
  3. Sep 16, 20264 EDGAR
  4. Sep 15, 2026144 EDGAR
  5. Sep 9, 20264 EDGAR
  6. Sep 8, 2026144 EDGAR
  7. Sep 4, 20264 EDGAR
  8. Sep 3, 2026144 EDGAR
  9. Aug 7, 202610-Q EDGAR
  10. Aug 6, 20268-K EDGAR
  11. Jul 30, 2026SCHEDULE 13G/A EDGAR
  12. Jun 26, 2026S-8 EDGAR
  13. Jun 18, 20264 EDGAR
  14. Jun 18, 20264 EDGAR
  15. Jun 18, 20264 EDGAR
  16. Jun 18, 20264 EDGAR
  17. Jun 18, 20264 EDGAR
  18. Jun 18, 20264 EDGAR
  19. Jun 18, 20268-K EDGAR
  20. May 19, 2026SCHEDULE 13G EDGAR

The 355 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

125 open-market trades by officers, directors and large owners since October 2021: 5 buys and 120 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 15, 2026Brisbin Thomas DonaldDirectorSale4,905$79.36$389.3KForm 4
Sep 8, 2026Brisbin Thomas DonaldDirectorSale3,439$88.19$303.3KForm 4
Sep 3, 2026Brisbin Thomas DonaldDirectorSale58,757$88.14$5.2MForm 4
May 14, 2026BIEBER MICHAEL APRESIDENT AND CEOSale56,676$91.58$5.2MForm 4
May 13, 2026BIEBER MICHAEL APRESIDENT AND CEOSale9,991$92.65$925.7KForm 4
Mar 6, 2026Cohen Steven ADirectorSale6,000$81.82$490.9KForm 4
Sep 18, 2025CHEN MICAHEXECUTIVE VP & GENERAL COUNSELSale10,000$106.00$1.1MForm 4
Sep 18, 2025McGinn Dennis VDirectorSale7,298$106.32$775.9KForm 4
Aug 25, 2025Brisbin Thomas DonaldDirectorSale5,182$118.15$612.3KForm 4
Aug 22, 2025Brisbin Thomas DonaldDirectorSale117,595$108.72$12.8MForm 4
Aug 21, 2025Brisbin Thomas DonaldDirectorSale125,000$104.42$13.1MForm 4
Aug 20, 2025Brisbin Thomas DonaldDirectorSale7,405$104.19$771.5KForm 4
Aug 18, 2025Brisbin Thomas DonaldDirectorSale130,082$109.69$14.3MForm 4
Aug 15, 2025Downes CynthiaDirectorSale2,763$109.43$302.4KForm 4
Aug 14, 2025REDER WANDA KAYDirectorSale850$119.46$101.5KForm 4
Aug 13, 2025EARLY CREIGHTON KEXECUTIVE VP AND CFOSale7,764$116.54$904.8KForm 4
Aug 12, 2025Cohen Steven ADirectorSale2,500$116.34$290.9KForm 4
May 28, 2025EARLY CREIGHTON KEXECUTIVE VP AND CFOSale5,000$53.28$266.4KForm 4
May 27, 2025Brisbin Thomas DonaldDirectorSale22,459$52.34$1.2MForm 4
May 23, 2025Brisbin Thomas DonaldDirectorSale1,626$51.54$83.8KForm 4

All 125 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Michael A. Bieber57$606.2K$3.6M74
2025Creighton K. Early73$466.4K$1.4M74
2025Micah H. Chen54$421.0K$1.4M74
2024President$544.3K$2.4M74
2024Executive VicePresident$417.8K$936.6K74
2023and Chief Executive Officer$440.0K$1.3M74
2023and Chief Financial Officer$374.7K$924.7K74
2023and General Counsel$341.1K$549.9K74

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.1,438,623$113.8M0.0%+120,899
Divisadero Street Capital Management, LP1,324,293$104.8M2.4%+1,159,306
Vanguard Capital Management LLC632,916$50.1M0.0%+19,589
Neumeier Poma Investment Counsel LLC530,210$41.9M2.9%+314,550
Vanguard Portfolio Management LLC527,252$41.7M0.0%+42,071
Allspring Global Investments Holdings, LLC390,720$30.5M0.0%+174,291
Geode Capital Management, LLC383,399$30.3M0.0%+29,107
First Trust Advisors LP361,079$28.6M0.0%+74,221
Alta Fox Capital Management, LLC359,806$28.5M5.7%New
Swedbank AB349,700$27.7M0.0%+113,000
State Street Corp337,449$26.7M0.0%+22,749
Dimensional Fund Advisors LP320,857$25.4M0.0%+11,910
Conversant Capital LLC294,500$23.3M2.7%New
Wasatch Advisors LP287,054$22.7M0.1%−94,527
Ranger Investment Management, L.P.275,191$21.8M1.4%+228,756
Oberweis Asset Management Inc/262,700$20.8M0.4%New
Ameriprise Financial Inc260,471$20.6M0.0%−11,883
Wellington Management Group Llp210,895$16.7M0.0%New
Nuveen, LLC210,771$16.7M0.0%−31,720
RBF Capital, LLC184,600$14.6M0.6%No change
Northern Trust Corp163,347$12.9M0.0%+14,238
Nomura Asset Management International Inc.163,117$12.9M0.0%+91,836
Goldman Sachs Group Inc155,269$12.3M0.0%+25,416
Two Sigma Investments, LP150,574$11.9M0.0%−317,448
Russell Investments Group, Ltd.143,866$11.4M0.0%+49,468

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Willdan Group is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARWilldan Group, Inc.2
  • CIK0001370450
  • Employer ID (EIN)14-195111216
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company16
  • Incorporated inDelaware16
  • Fiscal year endsJanuary 12
  • Industry code (SIC)8711 Services-Engineering Services2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address2401 East Katella Avenue, Suite 300, Anaheim, CA 928062
  • Phone800-424-91442
  • Shares outstanding15,232,091 as of Aug 6, 202613
  • Public float$1.0B as of Jul 4, 202516
  • AuditorCrowe LLP, Los Angeles, California PCAOB ID 173; it also attests to the company’s internal control over financial reporting16
  • On EDGAR sinceAug 9, 20062
  • Filings1,180 in all: 4 (609), 8-K (160), 10-Q (59), SC 13G/A (54), 144 (39), 4/A (36), 3 (33), SC 13G (26)2
    All 35 form types

    10-K (20), DEF 14A (20), CORRESP (19), DEFA14A (16), UPLOAD (16), S-8 (13), ARS (9), 8-K/A (8), SCHEDULE 13G/A (6), CT ORDER (4), EFFECT (4), 3/A (3), 5 (3), S-1/A (3), S-3 (3), 424B5 (2), FWP (2), S-3/A (2), SC 13D/A (2), SEC STAFF LETTER (2), 10-K/A (1), 424B4 (1), 8-A12B (1), CERTNAS (1), S-1 (1), SC 13D (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Feb 27, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) Apr 24, 2026
    Latest 8-K (8-K) Sep 23, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.01 per shareWLDNThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 27, 2026 (Section 12(b) of the Exchange Act).16

Risk factors and legal proceedings

The risks Willdan Group names in Item 1A of its 10-K filed Feb 27, 2026: 43 risks under these headings, as written.16

  • Risks Relating to Our Business and Industry
  • Risks Related to Operations
  • If we fail to complete a project in a timely manner, miss a required performance standard, or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability.
  • If we are unable to accurately estimate and control our contract costs, then we may incur losses on our contracts, which could decrease our operating margins and reduce our profits. In particular, our fixed-price contracts could increase the unpredictability of our earnings.
  • Our use of the percentage-of-completion method of revenue recognition on our fixed price contracts could result in a reduction or reversal of previously recorded revenue and profits.
  • Our revenues are primarily derived from the energy services industry and, therefore, we are highly susceptible to risks relating to such industry.
  • The demand and terms for energy efficiency services and utility programs in general are highly regulated and driven by various state regulatory commissions. Changes in those regulations or the standards and goals imposed by the regulatory commissions could adversely affect the demand for or the terms under which those utility programs may be conducted and adversely affect the company’s profitability.
  • Our backlog is subject to cancellation, adjustments and changing economic conditions and is an uncertain indicator of future operating results.
  • Demand for our services is cyclical and vulnerable to economic downturns. If economic growth slows, government fiscal conditions worsen, public and private construction/renovation activity slows, or client spending declines, it may have a material adverse effect on our business, results of operations and financial condition.
  • The quality of our service and our ability to perform under some of our contracts would be adversely affected if qualified subcontractors are unavailable for us to engage, if our subcontractors fail to satisfy their obligations to us or other parties, or if we are unable to maintain these relationships which, in each case, could adversely affect our business, results of operations and financial condition.
  • Supply chain constraints and labor shortages could negatively impact our business, financial condition and results of operations.
  • Our profitability could suffer if we are not able to maintain adequate utilization of our workforce.
The other 33 risks
  • The loss of key personnel or our inability to attract and retain qualified personnel could impair our ability to provide services to our clients and otherwise conduct our business effectively.
  • Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure as well as disrupt the management of our business operations.
  • Product liability and personal injury claims could have a material adverse effect on our business, results of operations and financial condition.
  • Events outside our control, including natural and man-made disasters, could negatively impact the economies in which we operate or disrupt our operations, which may adversely affect our business, results of operations and financial condition.
  • We have only a limited ability to protect our intellectual property rights, and our failure to protect our intellectual property rights could adversely affect our competitive position.
  • Assertions by third parties of infringement, misappropriation or other violations by us of their intellectual property rights could result in significant costs and substantially harm our business, financial condition and operating results.
  • Employee, agent, or partner misconduct, or our failure to comply with anti-bribery and other laws or regulations, could harm our reputation, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.
  • Our failure to implement and comply with our safety program could adversely affect our operating results or financial condition.
  • The diversity of the services we provide, and the clients we serve, may create actual, potential, and perceived conflicts of interest and conflicts of business that limit our growth and could lead to potential liabilities for us.
  • Risks Related to Liquidity and Indebtedness
  • Our leverage and debt service obligations due to debt incurred in connection with our acquisitions could adversely affect our business, results of operations and financial condition.
  • We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders, which may impact our ability to execute on our current or future business strategies.
  • Restrictive covenants in our Credit Agreement may restrict our ability to pursue certain business strategies.
  • Risks Related to Our Clients and Our Projects
  • If we have a loss or reduction of business from a key customer or key utility programs, it could result in significant harm to our revenue, profitability and financial condition.
  • Our failure to win new contracts and renew existing contracts with private and public sector clients could adversely affect our business, results of operations and financial condition.
  • Our contracts may contain provisions that are unfavorable to us and permit our clients to, among other things, terminate our contracts partially or completely at any time prior to completion.
  • Changes to tax laws and regulations, including changes to the energy efficient building deduction, could adversely affect our business, results of operations and financial condition.
  • Because we primarily provide services to municipalities, public utilities and other public agencies, we are more susceptible to the unique risks associated with government contracts.
  • Each year, client funding for some of our government contracts rely on government appropriations or public-supported financing. If adequate public funding is delayed or is not available, then we may not be able to realize all of our anticipated revenue and profits from such contracts, which could adversely affect our business, results of operations and financial condition.
  • We derive significant revenue and profit from contracts awarded through a competitive bidding process, which can impose substantial costs on us, and we will lose revenue and profit if we fail to compete effectively.
  • Changes in elected or appointed officials could have a material adverse effect on our ability to retain an existing contract with or obtain additional contracts from a public agency.
  • If our business partners fail to perform their contractual obligations on a project, we could be exposed to legal liability, loss of reputation and profit reduction or loss on the project.
  • If our reports and opinions are not in compliance with professional standards and other regulations or without the appropriate disclaimers or in a misleading or incomplete manner, we could be subject to monetary damages and penalties.
  • We may be required to pay liquidated damages if we fail to meet milestone requirements in our contracts.
  • Risks Related to Growth and Acquisitions
  • Acquisitions could disrupt our operations and adversely impact our business, results of operations and financial condition as a result of our failure to conduct due diligence effectively, or our inability to successfully integrate the acquiree. This could impede us from realizing all of the benefits of the acquisitions, which could weaken our results of operations.
  • If we are not able to successfully manage our growth strategy, our business, results of operations and financial condition may be adversely affected.
  • Our acquired businesses may underperform relative to our expectations.
  • If our goodwill or other intangible assets become impaired, then our profits may be significantly reduced.
  • Risks Related to Our Regulatory Environment
  • We are subject to various routine and non­-routine governmental reviews, audits and investigations, and unfavorable government audit results could force us to adjust previously reported operating results, could affect future operating results, could subject us to a variety of penalties and sanctions, and could result in harm to our reputation.
  • Legislation, policy, rules or regulations may be enacted that limit or change the ability of state, regional or local agencies to contract for our privatized services. Such changes would affect our ability to obtain new contracts and may decrease the demand for our services.
  • Changes in energy, environmental, or infrastructure industry laws, regulations, and programs could directly or indirectly reduce the demand for our services, which could in turn negatively impact our revenue.
  • General Risk Factors
  • Our bylaws, our certificate of incorporation and Delaware law contain provisions that could discourage another company from acquiring us and may prevent attempts by our stockholders to replace or remove our current management.
  • Cyber security breaches or other systems and information technology interruptions could result in liability, harm our reputation, impact our ability to operate, and other material adverse consequences.
  • Data privacy risks, including evolving laws, regulations, and other obligations, may result in business interruption and increased costs and liabilities.

Legal proceedings

We are 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. We carry 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, we accrue an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and we disclose the amount accrued and an estimate of any reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements not to be misleading. We do 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.

The opening of Item 3, Legal Proceedings.16

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