Willdan Group, Inc.
For the period ended Oct 2, 2026. Filed Nov 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Oct 2, 2026 · Filed Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-07-03; filed 2026-08-07.
0001104659-26-092196
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-10-02; filed 2026-11-06.
0001104659-26-123492
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 89 previous paragraphs and 91 current paragraphs.
43 unchanged; 40 reworded; 4 added; 2 removed; 4 previous and 4 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
Third Quarter Overview
Current report
Total other expense, net. Total other expense, net, increased $0.3 million, or 58.2%, for the three months ended, October 2, 2026, compared to the three months ended October 3, 2025, primarily due to the higher interest expense resulting from the increased borrowing under our Existing Revolving Credit Facility (as defined below) to partially finance the acquisition of Burton.
Current report
Nine Months Ended October 2, 2026 Compared to Nine Months Ended October 3, 2025
Current report
On October 30, 2026, we entered into an Increase Request and Second Amendment to Amended and Restated Credit Agreement (the “Amendment”), which amends our Amended and Restated Credit Agreement, dated as of May 5, 2025 (as amended, supplemented, or otherwise modified prior to the date of the Amendment, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by the Amendment, the “Credit Agreement”). The Amendment amended the Existing Credit Agreement to, among other things, add an additional up to $250.0 million term loan facility (the “New Term Loan Facility”) to finance the acquisition of Mantis Intermediate Holdings, LLC (“Mantis”). As of October 30, 2026, we had a fully drawn $50.0 million Existing Term Loan Facility with $46.9 million outstanding, a $100.0 million Existing Revolving Credit Facility with $35.0 million outstanding and $1.6 million in letters of credit issued, and a fully drawn $250.0 million New Term Loan Facility. We also had an undrawn $50.0 million Existing Delayed Draw Term Loan Facility. For more information, see Part I, Item 1, Note 14, “Subsequent Events”, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
Removed paragraphs (2)
Previous report
Second Quarter Overview
Previous report
Six Months Ended July 3, 2026 Compared to Six Months Ended July 4, 2025
Reworded paragraphs (40)
Previous wording
Contract revenue. Consolidated contract revenue increased $57.6 million, or 33.2%, in the three months ended July 3, 2026, compared to the three months ended July 4, 2025, as a result of increased demand for our services in both our Energy segment and our Engineering and Consulting segment.
Current wording
Contract revenue. Consolidated contract revenue increased $32.5 million, or 17.9%, in the three months ended October 2, 2026, compared to the three months ended October 3, 2025, as a result of increased demand for our services in both our Energy segment and our Engineering and Consulting segment.
Previous wording
Contract revenue in our Energy segment increased $55.9 million, or 38.1%, in the three months ended July 3, 2026, compared to the three months ended July 4, 2025, primarily as a result ofhigher revenues across all of our service offerings, combined with incremental revenues from our acquisition of Burton Energy Group, LLC. (“Burton”) in May 2026.
Current wording
Contract revenue in our Energy segment increased $30.1 million, or 19.4%, in the three months ended October 2, 2026, compared to the three months ended October 3, 2025, primarily as a result ofhigher revenues across all of our service offerings, combined with incremental revenues from our acquisition of Burton Energy Group, LLC. (“Burton”) in May 2026.
Previous wording
Contract revenue in our Engineering and Consulting segment increased $1.7 million, or 6.4%, in the three months ended July 3, 2026, compared to the three months ended July 4, 2025, primarily due to increased demand for services provided to our clients, combined with the incremental revenues from our acquisition Compass Municipal Advisors, LLC. (“Compass”) in January 2026.
Current wording
Contract revenue in our Engineering and Consulting segment increased $2.4 million, or 9.0%, in the three months ended October 2, 2026, compared to the three months ended October 3, 2025, primarily due to increased demand for services provided to our clients, combined with the incremental revenues from our acquisition of Compass Municipal Advisors, LLC. (“Compass”) in January 2026.
Previous wording
Direct costs of contract revenue. Direct costs of consolidated contract revenue increased $38.4 million, or 36.5%, for the three months ended July 3, 2026, compared to the three months ended July 4, 2025, primarily as a result of the increased volume in contract revenues as described above. As a percentage of contract revenue, subcontractor services and other direct costs increased to 49.3% in the three months ended July 3, 2026 from 45.3% in the three months ended July 4, 2025, primarily due to the higher mix of construction management revenues in the current period. Direct salaries and wages increased $3.1 million, or 11.8%, to support the increased volume of projects in the three months ended July 3, 2026, compared to the three months ended July 4, 2025 and declined, as a percentage of contract revenues, to 12.9% in the three months ended July 3, 2026, from 15.4% in the three months ended July 4, 2025, reflecting the increased construction management revenues in the current period.
Current wording
Direct costs of contract revenue. Direct costs of consolidated contract revenue increased $17.2 million, or 14.9%, for the three months ended October 2, 2026, compared to the three months ended October 3, 2025, primarily as a result of the increased volume in contract revenues as described above. As a percentage of contract revenue, subcontractor services and other direct costs were relatively flat for the three months ended October 2, 2026 compared to the three months ended October 3, 2025. Direct salaries and wages declined, as a percentage of contract revenues, to 13.8% in the three months ended October 2, 2026, from 15.3% in the three months ended October 3, 2025, reflecting the increased mix of revenues from commercial projects and higher incentive revenue under utility programs in the current period.
Previous wording
Direct costs of contract revenue in our Energy segment increased $37.3 million, or 40.2%, for the three months ended July 3, 2026, compared to the three months ended July 4, 2025. Direct costs of contract revenue for the Engineering and Consulting segment increased $1.1 million, or 8.7%, in the three months ended July 3, 2026, compared to the three months ended July 4, 2025.
Current wording
Direct costs of contract revenue in our Energy segment increased $16.4 million, or 16.0%, for the three months ended October 2, 2026, compared to the three months ended October 3, 2025. Direct costs of contract revenue for the Engineering and Consulting segment increased $0.8 million, or 6.3%, in the three months ended October 2, 2026, compared to the three months ended October 3, 2025.
Previous wording
Gross Profit. Gross profit increased 28% to $87.5 million, or 37.9% gross margin, for the three months ended July 3, 2026, compared to gross profit of $68.3 million, or 39.4% gross margin, for the three months ended July 4, 2025. The decrease in our gross margin was primarily driven by the changes in the mix of revenues as described above, including the addition of Burton.
Current wording
Gross Profit. Gross profit increased 22.9% to $82.5 million, or a 38.4% gross margin, for the three months ended October 2, 2026, compared to gross profit of $67.1 million, or a 36.9% gross margin, for the three months ended October 3, 2025. The increase in our gross margin was primarily driven by the changes in the mix of revenues as described above.
Previous wording
General and administrative expenses. General and administrative (“G&A”) expenses increased $11.2 million, or 19.8%, to $67.7 million in the three months ended July 3, 2026, compared to $56.5 million for the three months ended July 4, 2025. As a percentage of contract revenues, G&A decreased to 29.3% in the three months ended July 3, 2026 from 32.6% in the three months ended July 4, 2025. G&A expenses consisted of an increase of $10.3 million, or 25.3%, in the Energy segment combined with an increase of $2.3 million, or 23.1%, in the Engineering and Consulting segment, and the remaining decrease in unallocated corporate expenses.
Current wording
General and administrative expenses. General and administrative (“G&A”) expenses increased $13.9 million, or 26.7%, to $66.1 million in the three months ended October 2, 2026, compared to $52.2 million for the three months ended October 3, 2025. As a percentage of contract revenues, G&A increased to 30.8% in the three months ended October 2, 2026 from 28.7% in the three months ended October 3, 2025. G&A expenses consisted of an increase of $10.8 million, or 27.4%, in the Energy segment combined with an increase of $1.4 million, or 13.2%, in the Engineering and Consulting segment, and the remaining increase of $1.7 million, or 67.9%, in unallocated corporate expenses.
Previous wording
The overall increase in G&A expenses consisted of an increase of $7.9 million in salaries and wages, payroll taxes and employee benefits, an increase of $1.6 million in stock-based compensation, and an increase of $1.5 million in depreciation and amortization. The increase in salaries and wages, payroll taxes and employee benefits was primarily due to increased staffing from acquisitions, an increase in incentive compensation consistent with the increase in operating profit, and higher fringe benefit costs consistent with the growth in direct and indirect labor costs. The increase in stock-based compensation expenses was primarily related to new stock grants to current employees, executives, and Board of directors at a higher stock price. The increase in depreciation and amortization was primarily related to higher amortization of intangible assets from recent acquisitions.
Current wording
The overall increase in G&A expenses consisted of an increase of $7.8 million in salaries and wages, payroll taxes and employee benefits, an increase of $2.3 millionin other general and administrative expenses, an increase of $1.9 million in depreciation and amortization, and an increase of $1.8 million in stock-based compensation. The increase in salaries and wages, payroll taxes and employee benefits was primarily due to increased staffing from acquisitions, an increase in incentive compensation consistent with the increase in operating profit, and higher fringe benefit costs consistent with the growth in direct and indirect labor costs. The increase in other general and administrative expenses was primarily due to increased professional service fees, software and other computer-related expenses. The increase in stock-based compensation expenses was primarily related to new stock grants to current employees, and members of the Board of Directors at a higher stock price. The increase in depreciation and amortization was driven by higher amortization of intangible assets from recent acquisitions.
Previous wording
Income (loss) from operations. Operating income increased 67.0% to $19.7 million for the three months ended July 3, 2026, compared to an operating income of $11.8 million for the three months ended July 4, 2025, as a result of the factors noted above.
Current wording
Income (loss) from operations. Operating income increased 9.7% to $16.3 million for the three months ended October 2, 2026, compared to an operating income of $14.9 million for the three months ended October 3, 2025, as a result of the factors noted above.
Previous wording
Income tax expense (benefit). We recorded an income tax benefit of $5.3 million for the three months ended July 3, 2026, an effective tax benefit rate of 27.5% on income before income tax expense, compared to an income tax benefit of $5.3 million for the three months ended July 4, 2025, an effective tax benefit rate of 51.6% on income before tax expense. The decrease in the effective tax benefit rate resulted from the increase in income before income tax, partially offset by the increases in discrete items related to stock compensation deductions and additional energy-efficiency building deductions.
Current wording
Income tax expense (benefit). We recorded an income tax expense of $3.5 million for the three months ended October 2, 2026, an effective tax expense rate of 23.0% on income before income tax expense, compared to an income tax expense of $0.6 million for the three months ended October 3, 2025, an effective tax rate of 4.0% on income before tax expense. The increase in the effective tax rate primarily resulted from decreases in discrete items related to stock compensation deductions and certain energy-efficiency building deductions.
Previous wording
Net income (loss). Our net income increased 57.7% to $24.3 million for the three months ended July 3, 2026, as compared to a net income of $15.4 million for the three months ended July 4, 2025. The increase in net income was primarily attributable to the increase in income from operations combined with a reduction in Total other expense, net.
Current wording
Net income (loss). Our net income decreased 13.6% to $11.9 million for the three months ended October 2, 2026, as compared to a net income of $13.7 million for the three months ended October 3, 2025. The decrease in net income was primarily attributable to a higher effective tax rate combined with an increase in Total other expense, net.
Previous wording
Contract revenue. Consolidated contract revenue increased $60.3 million, or 18.5%, in the six months ended July 3, 2026, compared to the six months ended July 4, 2025, as a result of increased demand for our services in both our Energy segment and our Engineering and Consulting segment. The rate of growth was impacted by the effect of having one fewer week in the first half of fiscal year 2026 when compared to our first fiscal half of fiscal year 2025. When removing the impact of the additional week in the first half of fiscal year 2025, contract revenue increased 23.1% in the six months ended July 3, 2026, compared to the adjusted six months ended July 4, 2025.
Current wording
Contract revenue. Consolidated contract revenue increased $92.8 million, or 18.3%, in the nine months ended October 2, 2026, compared to the nine months ended October 3, 2025, as a result of increased demand for our services in both our Energy segment and our Engineering and Consulting segment, combined with incremental revenues from Burton. The rate of growth was impacted by the effect of having one fewer week in the nine months ended of fiscal year 2026 when compared to our nine months ended of fiscal year 2025. When removing the impact of the additional week in the nine months ended of fiscal year 2025, contract revenue increased 21.3% in the nine months ended October 2, 2026, compared to the adjusted nine months ended October 3, 2025.
Previous wording
Contract revenue in our Energy segment increased $57.6 million, or 21.1%, in the six months ended July 3, 2026, compared to the six months ended July 4, 2025, primarily as a result ofhigher revenues across all of our service offerings, combined with incremental revenues from our acquisition of Burton.
Current wording
Contract revenue in our Energy segment increased $87.6 million, or 20.5%, in the nine months ended October 2, 2026, compared to the nine months ended October 3, 2025, primarily as a result ofhigher revenues across our service offerings, combined with incremental revenues from our acquisition of Burton.
Previous wording
Contract revenue in our Engineering and Consulting segment increased $2.7 million, or 5.2%, in the six months ended July 3, 2026, compared to the six months ended July 4, 2025, primarily due to increased demand for services provided to our clients, combined with the incremental revenues from our acquisition of Compass.
Current wording
Contract revenue in our Engineering and Consulting segment increased $5.2 million, or 6.5%, in the nine months ended October 2, 2026, compared to the nine months ended October 3, 2025, primarily due to increased demand for services provided to our clients, combined with the incremental revenues from our acquisition of Compass.
Previous wording
Direct costs of contract revenue*.* Direct costs of consolidated contract revenue increased $35.7 million, or 17.8%, for the six months ended July 3, 2026, compared to the six months ended July 4, 2025, primarily as a result of the increased volume of contract revenues as described above. As a percentage of contract revenue, subcontractor services and other direct costs increased to 45.7% in the six months ended July 3, 2026 from 44.7% in the six months ended July 4, 2025, reflecting the higher mix of construction management revenues. Direct salaries and wages increased $4.7 million, or 8.7%, to support the increased volume of projects in the six months ended July 3, 2026, compared to the six months ended July 4, 2025, and declined, as a percentage of contract revenue, to 15.3% in the six months ended July 3, 2026, from 16.7% in the six months ended July 4, 2025.
Current wording
Direct costs of contract revenue*.* Direct costs of consolidated contract revenue increased $52.8 million, or 16.8%, for the nine months ended October 2, 2026, compared to the nine months ended October 3, 2025, primarily as a result of the increased volume of contract revenues as described above. As a percentage of contract revenue, subcontractor services and other direct costs increased modestly to 46.4% in the nine months ended October 2, 2026 from 45.8% in the nine months ended October 3, 2025, reflecting the higher mix of construction management revenues. Direct salaries and wages increased $6.6 million, or 8.0%, to support the increased volume of projects in the nine months ended October 2, 2026, compared to the nine months ended October 3, 2025, and declined, as a percentage of contract revenue, to 14.8% in the nine months ended October 2, 2026, from 16.2% in the nine months ended October 3, 2025.
Previous wording
Direct costs of contract revenue in our Energy segment increased $33.9 million, or 19.3%, for the six months ended July 3, 2026, compared to the six months ended July 4, 2025. Direct costs of contract revenue for the Engineering and Consulting segment increased $1.8 million, or 7.5%, in the six months ended July 3, 2026, compared to the six months ended July 4, 2025.
Current wording
Direct costs of contract revenue in our Energy segment increased $50.2 million, or 18.0%, for the nine months ended October 2, 2026, compared to the nine months ended October 3, 2025. Direct costs of contract revenue for the Engineering and Consulting segment increased $2.6 million, or 7.1%, in the nine months ended October 2, 2026, compared to the nine months ended October 3, 2025.
Previous wording
Gross Profit. Gross profit increased 19.5% to $150.6 million, or 39.0% gross margin, for the six months ended July 3, 2026, compared to gross profit of $126.0 million, or 38.7% gross margin, for the six months ended July 4, 2025. The increase in our gross margin was primarily driven by the changes in the mix of revenues.
Current wording
Gross Profit. Gross profit increased 20.7% to $233.1 million, or a 38.8% gross margin, for the nine months ended October 2, 2026, compared to gross profit of $193.1 million, or a 38.0% gross margin, for the nine months ended October 3, 2025. The increase in our gross margin was primarily driven by the changes in the mix of project revenues.
Previous wording
General and administrative expenses. G&A expenses increased $16.5 million, or 15.4%, to $123.6 million in the six months ended July 3, 2026, compared to $107.1 million for the six months ended July 4, 2025. As a percentage of contract revenue, G&A expenses were 32.0% of contract revenues in the six months ended July 3, 2026 compared to 32.9% for the six months ended July 4, 2025. G&A expenses consisted of an increase of $13.3 million, or 16.7%, in the Energy segment combined with an increase of $2.7 million, or 12.9%, in the Engineering and Consulting segment, and the remaining increase in unallocated corporate expenses.
Current wording
General and administrative expenses. G&A expenses increased $30.4 million, or 19.1%, to $189.7 million in the nine months ended October 2, 2026, compared to $159.4 million for the nine months ended October 3, 2025. As a percentage of contract revenue, G&A expenses were 31.6% of contract revenues in the nine months ended October 2, 2026, compared to 31.4% for the nine months ended October 3, 2025. G&A expenses consisted of an increase of $24.0 million, or 20.3%, in the Energy segment combined with an increase of $4.1 million, or 13.0%, in the Engineering and Consulting segment, and the remaining increase of $2.3 million, or 23.7%, in unallocated corporate expenses.
Previous wording
The overall increase in G&A expenses consisted of an increase of $9.8 million in salaries and wages, payroll taxes and employee benefits, an increase of $2.9 million in stock-based compensation, an increase of $2.5 million in depreciation and amortization, and an increase of $1.4 million in other general and administrative expenses. The increase in salaries and wages, payroll taxes and employee benefits was primarily due to increased staffing from acquisitions, an increase in incentive compensation, consistent with the improvement in operating profit, and higher fringe benefit costs consistent with the growth in direct and indirect labor costs. The increase in stock-based compensation expenses was primarily related to new stock grants to current employees, executives and Board of directors at a higher stock price. The increase in depreciation and amortization was primarily related to higher amortization of intangible assets from recent
Current wording
The overall increase in G&A expenses consisted of an increase of $17.5 million in salaries and wages, payroll taxes and employee benefits, an increase of $4.7 million in stock-based compensation, an increase of $4.3 million in depreciation and amortization, and an increase of $3.7 million in other general and administrative expenses. The increase in salaries and wages, payroll taxes and employee benefits was primarily due to increased staffing from acquisitions, an increase in incentive compensation, consistent with the improvement in operating profit, and higher fringe benefit costs consistent with the growth in direct and indirect labor costs. The increase in stock-based compensation expenses was primarily related to new stock grants to current employees and members of the Board of Directors at a higher stock
Previous wording
acquisitions. The increase in other general and administrative expenses was primarily due to increased professional service fees and computer-related expenses.
Current wording
price. The increase in depreciation and amortization was driven by higher amortization of intangible assets from recent acquisitions. The increase in other general and administrative expenses was primarily due to increased professional service fees, software and other computer-related expenses.
Previous wording
*Income (loss) from operations.*Operating income increased 43.4% to $27.0 million for the six months ended July 3, 2026, compared to an operating income of $18.9 million for the six months ended July 4, 2025, as a result of the factors noted above.
Current wording
*Income (loss) from operations.*Operating income increased 28.5% to $43.3 million for the nine months ended October 2, 2026, compared to an operating income of $33.7 million for the nine months ended October 3, 2025, as a result of the factors noted above.
Previous wording
Total other expense, net. Total other expense, net, decreased $2.8 million, or 80.2%, for the six months ended July 3, 2026, compared to the six months ended July 4, 2025, primarily due to the reduced interest rate spread derived from lower debt leverage levels under our credit facilities, combined with the absence of aone-time charge for unamortized debt issuance costs related to our prior credit facilities that we had in the second quarter of fiscal 2025 and the absence ofa one-time charge related to a facility lease modification that we had in thefirst fiscal quarter of fiscal 2025.
Current wording
Total other expense, net. Total other expense, net, decreased $2.5 million, or 60.7%, for the nine months ended October 2, 2026, compared to the nine months ended October 3, 2025, primarily due to the absence of aone-time charge for unamortized debt issuance costs related to our prior credit facilities that we had in the second quarter of fiscal 2025 and the absence ofa one-time charge related to a facility lease modification that we had in thefirst fiscal quarter of fiscal 2025, combined with by the higher interest expense resulting from the higher debt levels under our credit facilities in the first half of fiscal 2025.
Previous wording
Income tax expense (benefit). We recorded an income tax benefit of $6.5 million for the six months ended July 3, 2026, an effective tax benefit rate of 24.8% on income before income tax expense, compared to an income tax benefit of $4.7 million for the six months ended July 4, 2025, an effective tax rate of 30.9% on income before tax expense. The increase in the effective tax rate resulted from the increase in income before income tax, partially offset by the increases in discrete items related to stock compensation deductions and additional energy-efficiency building deductions.
Current wording
Income tax expense (benefit). We recorded an income tax benefit of $3.0 million for the nine months ended October 2, 2026, an effective tax benefit rate of 7.2% on income before income tax expense, compared to an income tax benefit of $4.2 million for the nine months ended October 3, 2025, an effective tax rate of 14.1% on income before tax expense. The increase in the effective tax rate resulted from the increase in income before income tax, combined with the decreases in discrete items related to stock compensation deductions and energy-efficiency building deductions.
Previous wording
Net income (loss). Our net income was $32.9 million for the six months ended July 3, 2026, as compared to a net income of $20.1 million for the six months ended July 4, 2025. The increase in net income was primarily attributable to the increase in income from operations combined with a reduction in Total other expense, net.
Current wording
Net income (loss). Our net income was $44.7 million for the nine months ended October 2, 2026, as compared to a net income of $33.8 million for the nine months ended October 3, 2025. The increase in net income was primarily attributable to the increase in income from operations a result of increasing revenue, combined with a reduction in Total other expense, net and higher effective tax rate.
Previous wording
Our primary sources of liquidity for the next 12 months and beyond are cash generated from operations, cash and cash equivalents, andavailable borrowings under our Revolving Credit Facility and Delayed Draw Term Loan under the Amended and Restated Credit Agreement (the “Credit Facilities”, such agreement, the “Amended and Restated Credit Agreement”). We believe that these sources will be sufficient to finance our operating activities for at least the next 12 months.
Current wording
Our primary sources of liquidity for the next 12 months and beyond are cash generated from operations, cash and cash equivalents, andavailable borrowings under our revolving credit facility(the “Existing Revolving Credit Facility”) and delayed draw term loan facility (the “Existing Delayed Draw Term Loan Facility”) under the Credit Agreement (as defined below). We believe that these sources will be sufficient to finance our operating activities for at least the next 12 months.
Previous wording
As of July 3, 2026, we had a fully drawn $50.0 million term loan with $47.5 million outstanding, a $100 million Revolving Credit Facility with $20.0 million outstanding and $1.6 million in letters of credit issued. We also had an undrawn $50.0 million Delayed Draw Term Loan. The Delayed Draw Term Loan must be drawn before May 2027. The Credit Facilities are each scheduled to mature on May 5, 2030. In addition to the Credit Facilities, we had $34.9 million of unrestricted cash and cash equivalents as of July 3, 2026. Unhedged borrowings under our Credit Facilities, exclusive of the effects of upfront fees, undrawn fees and issuance cost amortization, bore interest at an annual rate of 5.3% as of July 3, 2026. See Part I, Item 1, Note 6, “Debt Obligations”, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, and Part II, Item 8, Note 5, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-Kfor the fiscal year ended January 2, 2026, for information regarding our indebtedness, including information about the Amended and Restated Credit
Current wording
As of October 2, 2026, we had a fully drawn $50.0 million term loan facility (the “Existing Term Loan Facility”) with $46.9 million outstanding, a $100.0 million Existing Revolving Credit Facility with $15.0 million outstanding and $1.6 million in letters of credit issued. We also had an undrawn $50.0 million Existing Delayed Draw Term Loan Facility. The Existing Delayed Draw Term Loan Facility must be drawn before May 2027. The Existing Term Loan Facility, the Existing Revolving Credit Facility, and the Existing Delayed Draw Term Loan Facility (collectively, the “Existing Credit Facilities”) are each scheduled to mature on May 5, 2030. In addition to the Existing Credit Facilities, we had $39.2 million of unrestricted cash and cash equivalents as of October 2, 2026. Unhedged borrowings under our Existing Credit Facilities, exclusive of the effects of upfront fees, undrawn fees and issuance cost
Previous wording
Cash flows provided by operating activities were $19.5 million for the six months ended July 3, 2026, as compared to cash flows provided by operating activities of $28.7 million for the six months ended July 4, 2025. Cash flows from operating activities primarily consists of net income, adjusted for non-cash charges, such as depreciation and amortization and stock-based compensation, plus or minus changes in current operating assets and liabilities. Cash flows provided by operating activities for the six months ended July 3, 2026, resulted primarily from higher working capital requirements to support the growth in revenues, partially offset by the higher income from operations. Cash flows provided by operating activities for the six months ended July 4, 2025, resulted primarily from the increase in earnings and lower working capital requirements.
Current wording
Cash flows provided by operating activities were $32.9 million for the nine months ended October 2, 2026, as compared to $40.9 million for the nine months ended October 3, 2025. Cash flows from operating activities primarily consists of net income, adjusted for non-cash charges, such as depreciation and amortization and stock-based compensation, plus or minus changes in current operating assets and liabilities. Cash flows provided by operating activities for the nine months ended October 2, 2026, resulted primarily from the higher net income supplemented by non-cash expenses from stock compensation and intangible amortization, partially offset by higher working capital requirements to support the growth in revenue. Cash flows provided by operating activities for the nine months ended October 3, 2025, resulted primarily from the increase in earnings partially offset by higher working capital requirements to support the expansion of revenue.
Previous wording
Cash flows used in investing activities were $54.1 million for the six months ended July 3, 2026, as compared to cash flows used in investing activities of $39.6 million for the six months ended July 4, 2025. Cash flows used in investing activities for the six months ended July 3, 2026 and for the six months ended July 4, 2025 were primarily due to cash paid for acquisitions, combined with cash paid for the development of proprietary software and the purchase of computers and equipment.
Current wording
Cash flows used in investing activities were $61.0 million for the nine months ended October 2, 2026, as compared to cash flows used in investing activities of $40.3 million for the nine months ended October 3, 2025. Cash flows used in investing activities for the nine months ended October 2, 2026 and for the nine months ended October 3, 2025 were primarily due to cash paid for acquisitions, combined with cash paid for the development of proprietary software and the purchase of computers and equipment.
Previous wording
Cash flows provided by financing activities were $7.9 million for thesix months ended July 3, 2026, as compared to cash flows used in financing activities of $30.9 million forthe six months ended July 4, 2025.
Current wording
Cash flows provided by financing activities were $4.3 million for thenine months ended October 2, 2026, as compared to cash flows used in financing activities of $41.6 million forthe nine months ended October 3, 2025.
Previous wording
For the six months ended July 3, 2026, cash flows provided by financing activities were primarily attributable to borrowings, and repayments, of $30.0 million and $10.0 million, respectively, related to the Revolving Credit Facility combined with the receipt, and disbursement, of $7.2 million and $2.9 million, respectively, related to utility rebates, $1.9 million of proceeds from sales of common stock under the employee stock purchase plan, and $1.5 million of proceeds from stock option exercises. Cash flows provided by financing activities were partially offset by $9.0 million cash used to fund withholding taxes on vesting stock grants, $8.8 million in payments for contingent consideration, and $1.3 million cash used to pay down our Term Loan. For the six months ended July 4, 2025, cash flows used in financing activities were primarily attributable to the $28.4 million cash used to pay down our Revolving Credit Facility, $3.1 million cash used to fund withholding taxes on vesting stock grants, combined with repayments, and borrowings, of $90.0 million and $88.4 million, respectively, related to our Amended and Restated Credit Agreement. Cash flows used in financing activities were partially offset by $1.9 million in proceeds from stock option exercise, and $1.5 million of proceeds from sales of common stock under the employee stock purchase plan.
Current wording
For the nine months ended October 2, 2026, cash flows provided by financing activities were primarily attributable to borrowings, and repayments, of $30.0 million and $15.0 million, respectively, under the Existing Revolving Credit Facility combined with $4.3 million of proceeds from sales of common stock under the employee stock purchase plan, and $3.1 million of proceeds from stock option exercises. In addition, the receipt, and disbursement, of $7.2 million and $4.2 million, respectively, related to utility rebates impacted Restricted Cash. Cash flows provided by financing activities were partially offset by $9.1 million cash used to fund the repurchase of vesting stock grants to support the payments of withholding taxes, $8.8 million in payments for contingent consideration, and $1.9 million cash used for principal payments on our Existing Term Loan Facility. For the nine months ended October 3, 2025, cash flows used in financing activities were primarily attributable to the $39.0 million cash used to pay down our Existing Revolving Credit Facility, $5.1 million cash used to fund the repurchase of vesting stock grants to support the payments
Previous wording
We do not have any off-balance sheet financing arrangements or liabilities. In addition, our policy is not to enter into futures or forward contracts. Finally, we do not have any majority-owned subsidiaries or any interests in, or relationships with, any special-purpose entities that are not included in the consolidated financial statements. We have, however, an administrative services agreement with Genesys in which we provide Genesys with ongoing administrative,
Current wording
We do not have any off-balance sheet financing arrangements or liabilities. In addition, our policy is not to enter into futures or forward contracts. Finally, we do not have any majority-owned subsidiaries or any interests in, or relationships with, any special-purpose entities that are not included in the consolidated financial statements. We have, however, an administrative services agreement with Genesys Engineering, P.C. (“Genesys”) in which we provide Genesys with ongoing administrative, operational and other non-professional support services. We manage Genesys and have the power to direct the activities that most significantly impact Genesys’ performance, in addition to being obligated to absorb expected losses from Genesys. Accordingly, we are the primary beneficiary of Genesys and consolidate Genesys as a variable interest entity.
Previous wording
Our principal uses of cash are to fund operating expenses, support working capital requirements, finance capital expenditures, and pay down outstanding debt. From time to time, we also use cash to help fund business acquisitions. Our cash and cash equivalents are impacted by the timing of when we invoice and are paid by our customers for services rendered and when we pay expenses as reflected in the change in our outstanding accounts payable and accrued expenses.
Current wording
Our principal uses of cash are to fund operating expenses, support working capital requirements, finance capital expenditures, and pay down outstanding debt. From time to time, we also use cash to fund business acquisitions. Our cash and cash equivalents are impacted by the timing of when we invoice and are paid by our customers for services rendered and when we pay expenses as reflected in the change in our outstanding accounts payable and accrued expenses.
Previous wording
We have contingent obligations to make earnout payments in connection with our acquisitions of Enica, APG, Compass, and Burton subject to their future financial performance. We are contingently obligated to pay up to $6.0 million in cash if Enica exceeds certain financial targets during the two years after the Enica closing date of October 23, 2024. We are contingently obligated to pay up to $18.0 million in cash if APG exceeds certain financial targets during the three years after the APG closing date of March 3, 2025. We are contingently obligated to pay up to $1.0 million in cash if Compass exceeds certain financial targets during the one year after the Compass closing date of January 2, 2026. We are contingently obligated to pay up to $12.0 million in cash if Burton exceeds certain financial targets during the two years after the Burton closing date of May 4, 2026.
Current wording
As of October 2, 2026, we are contingently obligated to pay up to $3.0 million in cash if Enica exceeds certain financial targets during the second year after the Enica closing date of October 23, 2024, contingently obligated to pay up to $12.0 million if APG exceeds certain financial targets during the second and third year after the APG closing date of March 3, 2025, contingently obligated to pay up to $1.0 million in cash if Compass exceeds certain financial targets during the first year after the Compass closing date of January 2, 2026, contingently obligated to pay up to $12.0 million in cash if Burton exceeds certain financial targets during the first and second year after the Burton closing date of May 4, 2026, and contingently obligated to pay up to $1.5 million in cash if KCS exceeds certain financial targets during the first and second year after the KCS closing date of August 17, 2026.
Previous wording
As of July 3, 2026, we had contingent consideration payable of $22.8 million related to the acquisitions of Enica, APG, Compass, and Burton. Through the six months ended July 3, 2026, our statement of operations includes $1.8 million of interest accretion (excluding fair value adjustments) related to the contingent consideration.
Current wording
As of October 2, 2026, we had contingent consideration payable of $25.9 million related to the acquisitions of Enica, APG, Compass, Burton, and KCS. Through the nine months ended October 2, 2026, our statement of operations includes $2.4 million of interest accretion (excluding fair value adjustments) related to the contingent consideration.
Previous wording
See Part I, Item 1, Note 6, “Debt Obligations”, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, and Part II, Item 8, Note 5, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2026, for information regarding our indebtedness, including information about new borrowings and repayments, principal repayment terms, interest rates, covenants, and other key terms of our outstanding indebtedness.
Current wording
See Part I, Item 1, Note 6, “Debt Obligations”, and Note 14 “Subsequent Events”, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, and Part II, Item 8, Note 5, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2026, for information regarding our indebtedness, including information about new borrowings and repayments, principal repayment terms, interest rates, covenants, and other key terms of our outstanding indebtedness.
Previous wording
From time to time, we enter into interest rate swap agreements to moderate our exposure to fluctuations in interest rates underlying our variable rate debt. For more information, see Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk”, and Note 5, “Derivative Financial Instruments”, to the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
Current wording
From time to time, we enter into interest rate hedging agreements to moderate our exposure to fluctuations in interest rates underlying our variable rate debt. For more information, see Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk”, and Note 5, “Derivative Financial Instruments”, to the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. We currently do not have any interest rate hedges in place.
Previous wording
We are often able to mitigate the impact of future price increases by entering into fixed price purchase orders for materials and equipment, and subcontracts on our projects, as well as, when appropriate, including cost escalation factors into our proposals. Despite our best mitigation efforts, significant price increases in equipment and disruptions to our supply chain could materially impact our results of operations and financial condition. In addition, inflationary pressures, including expectations of future inflation, may impact the customers of our utility clients, which may lead to delayed or deferred decisions regarding expenditures to improve energy efficiency, and therefore potentially impact our future revenues.
Current wording
We are often able to mitigate the impact of future price increases by entering into fixed price purchase orders for materials and equipment, and subcontracts on our projects, as well as, when appropriate, including cost escalation factors into our proposals. Despite our best mitigation efforts, significant price increases in equipment and disruptions to our supply chain could materially impact our results of operations and financial condition. In addition, inflationary pressures, including expectations of future inflation, may impact the customers of our utility clients, which may lead to
Previous wording
Federal policies related to tariffs and renewable energy incentives have been subject to frequent and significant changes from executive orders issued by the new federal administration. While we have not experienced a material impact to our operating results or our outlook for future business, there can be no assurance that these measures will not impact our ability to procure cost-effective pricing of materials used in our projects at various building sites, or result in a reduction in demand for our services as a result of inflation, lead times, or other impacts that may derive from changes in the current administration’s executive orders.
Current wording
Federal policies related to tariffs and renewable energy incentives have been subject to frequent and significant changes from executive orders issued by the federal administration. While we have not experienced a material impact to our operating results or our outlook for future business, there can be no assurance that these measures will not impact our ability to procure cost-effective pricing of materials used in our projects at various building sites, or result in a reduction in demand for our services as a result of inflation, lead times, or other impacts that may derive from changes in the current administration’s executive orders.
Previous wording
We generally provide our services under contracts, purchase orders or retainer letters. The agreements we enter into with our clients typically incorporate one of three principal types of pricing provisions: time-and-materials, unit-based, and fixed price. Revenue on our time-and-materials and unit-based contracts are recognized as the work is performed in accordance with specific terms of the contract. As of July 3, 2026, 16% of our contracts are time-and-materials contracts, 33% are unit-based contracts, and 51% are fixed price contracts, compared to 19% are time-and-materials contracts, 36% are unit-based contracts, and 45% are fixed price contracts, as of July 4, 2025.
Current wording
We generally provide our services under contracts, purchase orders or retainer letters. The agreements we enter into with our clients typically incorporate one of three principal types of pricing provisions: time-and-materials, unit-based, and fixed price. Revenue on our time-and-materials and unit-based contracts are recognized as the work is performed in accordance with specific terms of the contract. As of October 2, 2026, 18% of our contracts are time-and-materials contracts, 33% are unit-based contracts, and 49% are fixed price contracts, compared to 18% are time-and-materials contracts, 36% are unit-based contracts, and 46% are fixed price contracts, as of October 3, 2025.
Previous wording
We have prepared the accompanying unaudited Condensed Consolidated Financial Statements in accordance with generally accepted accounting principles in the U.S. (“GAAP”). To prepare these financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts of assets and liabilities at the
Current wording
We have prepared the accompanying unaudited Condensed Consolidated Financial Statements in accordance with generally accepted accounting principles in the U.S. (“GAAP”). To prepare these financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses in the reporting period. Our actual results may differ from these estimates. We have adopted accounting policies and practices that are generally accepted in the industry in which we operate.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
amortization, bore interest at an annual rate of 5.5% as of October 2, 2026. See Part I, Item 1, Note 6, “Debt Obligations”, of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, and Part II, Item 8, Note 5, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-Kfor the fiscal year ended January 2, 2026, for information regarding our indebtedness, including information about the Credit Agreement and repayments, principal repayment terms, interest rates, covenants, and other key terms of our outstanding indebtedness.
Current report — wording carried from elsewhere
of withholding taxes, $1.1 million principal payments on finance leases combined with repayments and borrowings of $90.0 million and $88.4 million, respectively, related to our Existing Credit Agreement. Cash flows used in financing activities were partially offset by $3.2 million of proceeds from sales of common stock under the employee stock purchase plan, and $2.5 million in proceeds from stock option exercise.
Current report — wording carried from elsewhere
We have contingent obligations to make earnout payments in connection with our acquisitions of Enica Engineering, PLLC. (“Enica”), Alternative Power Generation, Inc. (“APG”), Compass, Burton, and KCS Corporation (“KCS”), subject to their future financial performance.
Current report — wording carried from elsewhere
delayed or deferred decisions regarding expenditures to improve energy efficiency, and therefore potentially impact our future revenues.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Total other expense, net. Total other expense, net, decreased $1.0 million, or 60.4%, for the three months ended July 3, 2026, compared to the three months ended July 4, 2025, primarily due to the lower interest expense resulting from the reduced interest rate spread derived from lower debt leverage levels under our credit facilities, combined with the absence of a one-time charge for unamortized debt issuance costs related to our prior credit facilities that we had in the second quarter of fiscal year 2025.
Previous report — wording carried elsewhere
Agreement and repayments, principal repayment terms, interest rates, covenants, and other key terms of our outstanding indebtedness.
Previous report — wording carried elsewhere
operational and other non-professional support services. We manage Genesys and have the power to direct the activities that most significantly impact Genesys’ performance, in addition to being obligated to absorb expected losses from Genesys. Accordingly, we are the primary beneficiary of Genesys and consolidate Genesys as a variable interest entity.
Previous report — wording carried elsewhere
date of the financial statements and the reported amount of revenue and expenses in the reporting period. Our actual results may differ from these estimates. We have adopted accounting policies and practices that are generally accepted in the industry in which we operate.