STOCK TITAN

[8-K] Willdan Group, Inc. Reports Material Event

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Willdan Group, Inc. reported significantly stronger results for the fourth quarter and full year 2025 and provided a 2026 financial outlook. Full-year contract revenue rose to $681.6 million from $565.8 million, while net income increased to $52.6 million from $22.6 million.

Full-year diluted EPS grew to $3.49 from $1.58, and Adjusted Diluted EPS rose to $4.89 from $2.43. Adjusted EBITDA improved to $79.5 million from $56.8 million. Management highlighted double-digit organic growth across key metrics and the completion of three strategic acquisitions.

Net Revenue reached $364.8 million, with the Energy segment contributing $264.8 million and Engineering and Consulting $100.0 million. Operating cash flow was strong at $80.1 million, supporting $36.3 million of cash-paid acquisitions and leaving cash and equivalents of $65.9 million and stockholders’ equity of $304.9 million as of January 2, 2026.

Positive

  • None.

Negative

  • None.

Insights

Willdan posts strong 2025 growth with sharply higher profit and cash flow.

Willdan Group delivered robust top- and bottom-line expansion in 2025. Contract revenue increased from $565.8M to $681.6M, while net income more than doubled to $52.6M. Non-GAAP metrics also strengthened, with Adjusted EBITDA rising to $79.5M and Adjusted Diluted EPS to $4.89.

The Energy segment generated Net Revenue of $264.8M, and Engineering and Consulting produced $100.0M, indicating broad-based contribution. Management cited double-digit organic growth and three acquisitions, supported by operating cash flow of $80.1M and year-end cash of $65.9M.

The company also disclosed fiscal 2026 financial targets, assuming 15.8 million diluted shares and a 10% effective tax rate benefit. Future filings may detail how electricity demand, grid complexity and integration of recent acquisitions affect revenue growth, margins and cash generation over the 2026 fiscal year.

0001370450false00013704502026-02-262026-02-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2026

WILLDAN GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

  ​ ​ ​

001-33076

  ​ ​ ​

14-1951112

(State of other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2401 East Katella Avenue, Suite 300, Anaheim, California 92806

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (800) 424-9144

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

WLDN

The Nasdaq Stock Market LLC

(Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02             Results of Operations and Financial Condition

 

Willdan Group, Inc. (“Willdan”) issued a press release on February 26, 2026. The press release announced Willdan’s financial results for the fourth quarter and fiscal year ended January 2, 2026. A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference in its entirety. The information in this Item 2.02 and the attached Exhibit 99.1 to this Current Report on Form 8-K is being furnished (not filed) pursuant to Item 2.02 of Form 8-K.

 

Item 9.01             Financial Statements and Exhibits

 

(d)          Exhibits.

 

Exhibit No.

 

Document

 

 

 

 

99.1

 

 

Press Release of Willdan Group, Inc. dated February 26, 2026.

104

 

Cover Page Interactive Data File (embedded within the inline XBRL document).

2

SIGNATURES

 

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

 

 

WILLDAN GROUP, INC.

 

 

 

 

 

 

Date: February 26, 2026

By:

/s/ Creighton K. Early

 

 

Creighton K. Early

 

 

Chief Financial Officer and Executive Vice President

(Principal Financial Officer)

3

Exhibit 99.1

Graphic

Willdan Group Reports

Fourth Quarter and Full Year 2025 Results and Provides 2026 Outlook

ANAHEIM, Calif. –February 26, 2026 – Willdan Group, Inc. (“Willdan”) (Nasdaq: WLDN) today announced its financial results for the fourth quarter and fiscal year ended January 2, 2026 and outlook for 2026.

Fourth Quarter 2025 Highlightsa

Contract revenue of $173.7 million, up 20.6%.
Net revenueb of $89.5 million, up 12.9%.
Net income of $18.7 million, up 143.4%.
Adjusted EBITDAb of $20.0 million, up 13.2%.
GAAP Diluted EPS of $1.23, up 132.1%.
Adjusted Diluted EPSb of $1.57, up 109.3%.

Fiscal Year 2025 Highlightsa

Contract revenue of $681.6 million, up 20.5%.
Net revenueb of $364.8 million, up 23.1%.
Net income of $52.6 million, up 132.9%.
Adjusted EBITDAb of $79.5 million, up 40.2%.
GAAP Diluted EPS of $3.49, up 120.9%.
Adjusted Diluted EPSb of $4.89, up 101.2%.

Executive Management Comments

“The fourth quarter capped an outstanding 2025 for Willdan, with double-digit full year organic growth across key metrics and the completion of three strategic acquisitions,” said Mike Bieber, Willdan’s President and Chief Executive Officer. “AI and data centers are driving electricity demand and increasing grid complexity, fueling investment across our end markets. Willdan is well positioned, well capitalized, and plans to continue expanding its range of solutions.”

Fiscal Year 2026 Financial Targets

Net revenueb between $390 million and $405 million.
Adjusted EBITDAb between $85 million and $90 million.
Adjusted Diluted EPSb between $4.50 per share and $4.70 per share.

Assumes 15.8 million diluted shares, 10% effective tax rate benefit, and no future acquisitions.

a. As compared to the same period of fiscal year 2024.

b. See “Use of Non-GAAP Financial Measures” below.


Fourth Quarter 2025 Conference Call

Willdan will be hosting a conference call to discuss its fourth quarter financial results today, at 5:30 p.m. Eastern/2:30 p.m. Pacific. To access the call, listeners should dial 877-407-2988 (or 201-389-0923). The conference call will be webcast simultaneously on Willdan’s website at https://edge.media-server.com/mmc/p/2ebn937s/.

A replay of the conference call will be available through Willdan’s website at https://ir.willdangroup.com/news-events/event-calendar.

About Willdan Group, Inc.

Willdan is a nationwide provider of professional, technical and consulting services to utilities, government agencies, and private industry. Willdan’s service offerings span a broad set of complementary disciplines that include electric grid solutions, energy efficiency and sustainability, engineering and planning, and municipal financial consulting. For additional information, visit Willdan's website at www.willdan.com.

Use of Non-GAAP Financial Measures

“Net Revenue,” defined as contract revenue as reported in accordance with U.S. generally accepted accounting principles (“GAAP”) minus subcontractor services and other direct costs, is a non-GAAP financial measure. Net Revenue is a supplemental measure that Willdan believes enhances investors’ ability to analyze Willdan’s business trends and performance because it substantially measures the work performed by Willdan’s employees. In the course of providing services, Willdan routinely subcontracts various services. Generally, these subcontractor services and other direct costs are passed through to Willdan’s clients and, in accordance with GAAP and industry practice, are included in Willdan’s revenue when it is Willdan’s contractual responsibility to procure or manage such subcontracted activities. Because subcontractor services and other direct costs can vary significantly from project to project and period to period, changes in revenue may not necessarily be indicative of Willdan’s business trends. Accordingly, Willdan segregates subcontractor services and other direct costs from revenue to promote a better understanding of Willdan’s business by evaluating revenue exclusive of subcontract services and other direct costs associated with external service providers. A reconciliation of Willdan’s contract revenue as reported in accordance with GAAP to Net Revenue is provided at the end of this press release. A reconciliation of targeted contract revenue for fiscal year 2025 as reported in accordance with GAAP to targeted Net Revenues for fiscal year 2025, which is a forward-looking non-GAAP financial measure, is not provided because Willdan is unable to provide such reconciliation without unreasonable effort. The inability to provide a reconciliation is due to the uncertainty and inherent difficulty of predicting the subcontractor services and other director costs that are subtracted from contract revenues in order to derive Net Revenues. While subcontractor costs have increased recently, subcontractor costs can vary significantly from period to period. Subcontractor costs and other direct costs were 48.5% and 46.5% of contract revenue for the quarter ended January 2, 2026 and fiscal year 2025, respectively, and 45.0% and 47.6% for the quarter ended December 27, 2024 and fiscal year 2024, respectively.

“Adjusted EBITDA,” defined as net income plus interest expense, income tax expense, stock-based compensation, interest accretion, depreciation and amortization, transaction costs, and gain on sale of equipment, is a non-GAAP financial measure. Adjusted EBITDA is a supplemental measure used by Willdan’s management to measure Willdan’s operating performance. Willdan believes Adjusted EBITDA is useful because it allows Willdan’s management to evaluate its operating performance and compare the results of its operations from period to period and against its peers without regard to its financing methods, capital structure and non-operating expenses. Willdan uses Adjusted EBITDA to evaluate its performance for, among other things, budgeting, forecasting and incentive compensation purposes.

2


Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s costs of capital and stock-based compensation, as well as the historical costs of depreciable assets. A reconciliation of net income as reported in accordance with GAAP to Adjusted EBITDA is provided at the end of this press release. A reconciliation of targeted net income for fiscal year 2026 as reported in accordance with GAAP to Adjusted EBITDA for fiscal year 2026, which is a forward-looking non-GAAP financial measure, is not provided because Willdan is unable to provide such reconciliation without unreasonable effort. The inability to provide a reconciliation is due to the uncertainty and inherent difficulty of predicting the interest expense, income tax expense, stock-based compensation, interest accretion, depreciation and amortization, and gain on sale of equipment that are subtracted from net income in order to derive Adjusted EBITDA.

“Adjusted Net Income,” defined as net income plus stock-based compensation, intangible amortization, interest accretion, and transaction costs, each net of tax, is a non-GAAP financial measure.

“Adjusted Diluted EPS,” defined as net income plus stock-based compensation, intangible amortization, interest accretion, and transaction costs, each net of tax, all divided by the diluted weighted-average shares outstanding, is a non-GAAP financial measure. Adjusted Net Income and Adjusted Diluted EPS are supplemental measures used by Willdan’s management to measure its operating performance. Willdan believes Adjusted Net Income and Adjusted Diluted EPS are useful because they allow Willdan’s management to more closely evaluate and explain the operating results of Willdan’s business by removing certain non-operating expenses.

Reconciliations of net income as reported in accordance with GAAP to Adjusted Net Income and diluted EPS as reported in accordance with GAAP to Adjusted Diluted EPS are provided at the end of this press release. Reconciliations of targeted net income as reported in accordance with GAAP to targeted Adjusted Net Income for fiscal year 2026, which is a forward-looking non-GAAP financial measure, and targeted diluted EPS as reported in accordance with GAAP to targeted Adjusted Diluted EPS for fiscal year 2026, which is a forward-looking non-GAAP financial measure, are not provided because Willdan is unable to provide such reconciliations without unreasonable effort. The inability to provide such reconciliations is due to the uncertainty and inherent difficulty of predicting the stock-based compensation, intangible amortization, and interest accretion, each net of tax, that are subtracted from net income and diluted EPS in order to derive Adjusted Net Income and Adjusted Diluted EPS, respectively.

Willdan’s definitions of Net Revenue, Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS have limitations as analytical tools and may differ from other companies reporting similarly named measures or from similarly named measures Willdan has reported in prior periods. These measures should be considered in addition to, and not as a substitute for, or superior to, other measures of financial performance prepared in accordance with GAAP, such as contract revenue, net income and diluted EPS.

Forward Looking Statements

Statements in this press release that are not purely historical, including statements regarding Willdan’s intentions, hopes, beliefs, expectations, representations, projections, estimates, assumptions, aims, plans or predictions of the future are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding electricity demand and increasing grid complexity, and financial targets for fiscal year 2026. All statements other than statements of historical fact included in this press release are forward-looking statements. It is important to note that Willdan’s actual results could differ materially from those in any such forward-looking statements. Important factors that could cause actual results to differ materially from its expectations include, but are not limited to, Willdan’s ability to adequately complete projects in a timely manner, Willdan’s ability to compete successfully in the highly competitive energy services market, Willdan’s reliance on work from its top ten clients; changes in state, local and regional economies and government budgets; Willdan’s ability to win new contracts, to renew existing contracts and to compete effectively for contracts awarded through bidding processes; Willdan’s ability to realize the full amount of our backlog; Willdan’s ability to make principal and interest payments on its outstanding debt as they come due and to comply with financial covenants contained in its debt agreements; Willdan’s ability to manage supply chain constraints, labor shortages, elevated interest rates, and elevated inflation; Willdan’s ability to obtain financing and to refinance its outstanding debt as it matures; Willdan’s ability to successfully integrate its acquisitions and execute on its growth strategy; and Willdan’s ability to attract and retain managerial, technical, and administrative talent. 

3


All written and oral forward-looking statements attributable to Willdan, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements and risk factors disclosed from time to time in Willdan’s reports filed with the Securities and Exchange Commission, including, but not limited to, the Annual Report on Form 10-K filed for the year ended January 2, 2026, as such disclosures may be amended, supplemented or superseded from time to time by other reports Willdan files with the Securities and Exchange Commission, including subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Willdan cautions investors not to place undue reliance on the forward-looking statements contained in this press release. Willdan disclaims any obligation to, and does not undertake to, update or revise any forward-looking statements in this press release unless required by law.

4


WILLDAN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

  ​ ​ ​

January 2,

  ​ ​ ​

December 27,

2026

2024

Assets

Current assets:

Cash and cash equivalents

$

65,919

$

74,158

Restricted cash

Accounts receivable, net of allowance for doubtful accounts of $340 and $1,313 at January 2, 2026 and December 27, 2024, respectively

 

64,604

 

65,557

Contract assets

 

107,296

 

88,528

Other receivables

 

6,330

 

2,302

Prepaid expenses and other current assets

 

7,528

 

4,979

Total current assets

 

251,677

 

235,524

Equipment and leasehold improvements, net

 

31,491

 

29,534

Goodwill

179,530

140,991

Right-of-use assets

16,600

14,035

Other intangible assets, net

35,521

29,414

Other assets

 

2,762

 

2,019

Deferred income taxes, net

26,630

13,346

Total assets

$

544,211

$

464,863

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$

45,628

$

33,766

Accrued liabilities

 

82,434

 

62,776

Contingent consideration payable

3,732

2,500

Contract liabilities

 

21,565

 

21,556

Notes payable

 

2,500

 

10,137

Finance lease obligations

1,225

1,138

Lease liability

4,670

5,804

Total current liabilities

 

161,754

 

137,677

Contingent consideration payable, less current portion

16,651

1,713

Notes payable, less current portion

45,962

79,350

Finance lease obligations, less current portion

 

1,162

 

1,379

Lease liability, less current portion

13,762

9,939

Other noncurrent liabilities

69

462

Total liabilities

 

239,360

 

230,520

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.01 par value, 10,000 shares authorized, no shares issued and outstanding

 

 

Common stock, $0.01 par value, 40,000 shares authorized; 14,762 and 14,169 shares issued and outstanding at January 2, 2026 and December 27, 2024, respectively

 

148

 

142

Additional paid-in capital

 

215,269

 

197,368

Accumulated other comprehensive income (loss)

(270)

(314)

Retained earnings

 

89,704

 

37,147

Total stockholders’ equity

 

304,851

 

234,343

Total liabilities and stockholders’ equity

$

544,211

$

464,863

5


WILLDAN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share amounts)

Three Months Ended

Year Ended

January 2,

December 27,

January 2,

December 27,

  ​ ​ ​

2026

  ​ ​ ​

2024

2026

  ​ ​ ​

2024

Contract revenue

$

173,687

$

144,061

$

681,552

$

565,798

Direct costs of contract revenue (inclusive of directly related depreciation and amortization):

Salaries and wages

 

26,900

 

24,296

109,098

93,543

Subcontractor services and other direct costs

 

84,180

 

64,806

316,772

269,473

Total direct costs of contract revenue

 

111,080

 

89,102

425,870

363,016

Gross profit

 

62,607

 

54,959

255,682

202,782

General and administrative expenses:

Salaries and wages, payroll taxes and employee benefits

 

30,332

 

26,924

125,736

105,373

Facilities and facility related

 

2,355

 

2,487

9,717

9,718

Stock-based compensation

 

3,070

 

2,033

11,825

7,388

Depreciation and amortization

 

4,829

 

3,808

18,686

14,745

Other

 

11,588

 

8,837

45,571

34,205

Total general and administrative expenses

 

52,174

 

44,089

211,535

171,429

Income (Loss) from operations

 

10,433

 

10,870

44,147

31,353

Other income (expense):

Interest expense, net

 

(858)

 

(1,770)

(5,748)

(7,801)

Other, net

 

755

 

834

1,595

3,127

Total other expense, net

 

(103)

 

(936)

(4,153)

(4,674)

Income (Loss) before income taxes

 

10,330

 

9,934

39,994

26,679

Income tax (benefit) expense

 

(8,383)

 

2,246

(12,563)

4,109

Net income (loss)

18,713

7,688

52,557

22,570

Other comprehensive income (loss):

Unrealized gain (loss) on derivative contracts, net of tax

61

493

44

350

Comprehensive income (loss)

$

18,774

$

8,181

$

52,601

$

22,920

Earnings (Loss) per share:

Basic

$

1.28

$

0.55

$

3.63

$

1.63

Diluted

$

1.23

$

0.53

$

3.49

$

1.58

Weighted-average shares outstanding:

Basic

 

14,655

 

14,012

14,461

13,818

Diluted

 

15,260

 

14,509

15,071

14,245

6


WILLDAN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Year Ended

January 2,

December 27,

  ​ ​ ​

2026

  ​ ​ ​

2024

Cash flows from operating activities:

Net income (loss)

$

52,557

$

22,570

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization

 

18,686

 

14,745

Other non-cash items

637

(73)

Deferred income taxes, net

 

(13,284)

 

2,615

(Gain) loss on sale/disposal of equipment

 

(29)

 

(15)

Provision for doubtful accounts

 

237

 

740

Stock-based compensation

 

11,825

 

7,388

Accretion and fair value adjustments of contingent consideration

3,095

153

Changes in operating assets and liabilities, net of effects from business acquisitions:

Accounts receivable

 

7,752

 

5,316

Contract assets

 

(18,303)

 

5,778

Other receivables

 

(4,017)

 

(1,133)

Prepaid expenses and other current assets

 

(2,488)

 

(1,091)

Other assets

 

(739)

 

2,953

Accounts payable

 

7,740

 

(831)

Accrued liabilities

 

20,513

 

4,707

Contract liabilities

 

(4,222)

 

8,373

Right-of-use assets

 

124

 

(122)

Net cash (used in) provided by operating activities

 

80,084

 

72,073

Cash flows from investing activities:

Purchase of equipment, software, and leasehold improvements

 

(9,387)

 

(8,413)

Proceeds from sale of equipment

46

34

Cash paid for acquisitions, net of cash acquired

(36,291)

(7,364)

Net cash (used in) provided by investing activities

 

(45,632)

 

(15,743)

Cash flows from financing activities:

Payments on notes payable

(137)

(190)

Payments on debt issuance costs

(332)

Payments made to retire prior credit agreement

(90,000)

Borrowing to fund new credit agreement

88,414

Principal payments on outstanding debt

(39,664)

(8,125)

Principal payments on finance leases

 

(1,497)

 

(1,444)

Proceeds from stock option exercise

 

2,759

 

2,759

Proceeds from sales of common stock under employee stock purchase plan

 

3,249

 

2,838

Cash used to pay taxes on stock grants

(5,483)

(1,407)

Net cash (used in) provided by financing activities

 

(42,691)

 

(5,569)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

(8,239)

 

50,761

Cash, cash equivalents and restricted cash at beginning of period

 

74,158

 

23,397

Cash, cash equivalents and restricted cash at end of period

$

65,919

$

74,158

Supplemental disclosures of cash flow information:

Cash paid (received) during the period for:

Interest

$

5,413

$

7,520

Income taxes

 

2,338

 

1,316

Supplemental disclosures of noncash investing and financing activities:

Issuance of common stock related to business acquisitions

$

5,557

$

Contingent consideration related to business acquisitions

13,075

4,060

Equipment acquired under finance leases

1,400

1,605

7


Willdan Group, Inc. and Subsidiaries

Reconciliation of GAAP Revenue to Net Revenue

(in thousands)

(Non-GAAP Measure)

Three Months Ended

Year Ended

January 2,

December 27,

January 2,

December 27,

  ​ ​ ​

2026

  ​ ​ ​

2024

  ​ ​ ​

2026

  ​ ​ ​

2024

Consolidated

  ​ ​ ​

Contract revenue

$

173,687

$

144,061

$

681,552

$

565,798

Subcontractor services and other direct costs

84,180

64,806

316,772

269,473

Net Revenue

$

89,507

$

79,255

$

364,780

$

296,325

Energy segment

  ​ ​ ​

Contract revenue

$

148,304

$

120,675

$

576,051

$

473,309

Subcontractor services and other direct costs

82,821

64,077

311,231

266,092

Net Revenue

$

65,483

$

56,598

$

264,820

$

207,217

Engineering and Consulting segment

  ​ ​ ​

Contract revenue

$

25,383

$

23,386

$

105,501

$

92,489

Subcontractor services and other direct costs

1,359

729

5,541

3,381

Net Revenue

$

24,024

$

22,657

$

99,960

$

89,108

8


Willdan Group, Inc. and Subsidiaries

Reconciliation of GAAP Net Income to Adjusted EBITDA

(in thousands)

(Non-GAAP Measure)

Three Months Ended

Year Ended

January 2,

  ​ ​ ​

December 27,

January 2,

  ​ ​ ​

December 27,

  ​ ​ ​

2026

2024

2026

2024

Net income (loss)

  ​ ​ ​

$

18,713

$

7,688

$

52,557

$

22,570

Interest expense

858

1,770

5,748

7,801

Income tax expense (benefit)

(8,383)

2,246

(12,563)

4,109

Stock-based compensation

3,070

2,033

11,825

7,388

Interest accretion (1)

950

153

3,095

153

Depreciation and amortization

4,829

3,808

18,686

14,745

Transaction costs (2)

219

(Gain) Loss on sale of equipment

(3)

(2)

(29)

(15)

Adjusted EBITDA

$

20,034

$

17,696

$

79,538

$

56,751


(1)Interest accretion represents the imputed interest and fair value adjustments to estimated contingent consideration.
(2)Transaction costs represents acquisition and acquisition related costs.

9


Willdan Group, Inc. and Subsidiaries

Reconciliation of GAAP Net Income to Adjusted Net Income and Adjusted Diluted EPS

(in thousands, except per share amounts)

(Non-GAAP Measure)

Three Months Ended

Year Ended

January 2,

  ​ ​ ​

December 27,

January 2,

  ​ ​ ​

December 27,

  ​ ​ ​

2026

2024

  ​ ​ ​

2026

2024

Net income (loss)

  ​ ​ ​

$

18,713

$

7,688

$

52,557

$

22,570

Adjustment for stock-based compensation

3,070

2,033

11,825

7,388

Tax effect of stock-based compensation

(549)

(364)

(2,115)

(1,322)

Adjustment for intangible amortization

2,402

1,783

9,843

7,197

Tax effect of intangible amortization

(430)

(319)

(1,761)

(1,288)

Adjustment for interest accretion (1)

950

153

3,095

153

Tax effect of interest accretion (1)

(170)

(27)

(554)

(27)

Adjustment for refinancing costs

789

Tax effect of refinancing costs

(141)

Adjustment for transaction costs (2)

219

Tax effect of transaction costs (2)

(39)

Adjusted Net Income (Loss)

$

23,986

$

10,947

$

73,718

$

34,671

Diluted weighted-average shares outstanding

15,260

14,509

15,071

14,245

Diluted earnings (loss) per share

$

1.23

$

0.53

$

3.49

$

1.58

Impact of adjustment:

Stock-based compensation per share

0.20

0.14

0.79

0.52

Tax effect of stock-based compensation per share

(0.04)

(0.03)

(0.14)

(0.09)

Intangible amortization per share

0.16

0.12

0.65

0.50

Tax effect of intangible amortization per share

(0.03)

(0.02)

(0.12)

(0.09)

Interest accretion per share (1)

0.06

0.01

0.21

0.01

Tax effect of interest accretion per share (1)

(0.01)

(0.00)

(0.04)

(0.00)

Refinancing costs per share

0.05

Tax effect of refinancing cost per share

(0.01)

Transaction costs per share (2)

0.01

Tax effect of transaction costs per share (2)

(0.00)

Adjusted Diluted EPS

$

1.57

$

0.75

$

4.89

$

2.43


(1)Interest accretion represents the imputed interest and fair value adjustments to estimated contingent consideration.
(2)Transaction costs represents acquisition and acquisition related costs.

10


Contact:

Willdan Group, Inc.

Al Kaschalk

Vice President

Tel: 310-922-5643

akaschalk@willdan.com

11


FAQ

How did Willdan Group (WLDN) perform financially in fiscal year 2025?

Willdan Group delivered significantly improved 2025 results, with contract revenue rising to $681.6 million and net income reaching $52.6 million. Diluted EPS increased to $3.49, supported by higher gross profit and stronger operating leverage across its Energy and Engineering and Consulting segments.

What were Willdan Group’s key profitability metrics for 2025?

In 2025, Willdan reported net income of $52.6 million and diluted EPS of $3.49. Non-GAAP Adjusted EBITDA climbed to $79.5 million, while Adjusted Net Income reached $73.7 million and Adjusted Diluted EPS rose to $4.89, reflecting notable margin expansion.

How did Willdan Group’s segments contribute to 2025 Net Revenue?

Willdan’s 2025 Net Revenue totaled $364.8 million. The Energy segment contributed $264.8 million of Net Revenue, while the Engineering and Consulting segment added $100.0 million. Both segments grew versus 2024, supported by higher contract revenue and controlled subcontractor and direct cost levels.

What does the 2025 cash flow statement show for Willdan Group (WLDN)?

Willdan generated $80.1 million of net cash from operating activities in 2025. It used $45.6 million for investing, including $36.3 million of acquisition-related cash, and $42.7 million for financing, ending the year with $65.9 million in cash and equivalents.

How did Willdan Group’s balance sheet change by January 2, 2026?

By January 2, 2026, Willdan’s total assets increased to $544.2 million, and stockholders’ equity rose to $304.9 million. Goodwill and intangible assets expanded following acquisitions, while notes payable declined versus 2024, reflecting repayment activity and funding structure changes during the year.

What 2026 financial assumptions did Willdan Group disclose?

For its fiscal 2026 financial targets, Willdan assumes 15.8 million diluted shares and a 10% effective tax rate benefit, with no future acquisitions. These assumptions underpin its outlook, which builds on 2025 momentum in revenue growth, profitability and contributions from recent strategic acquisitions.

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Engineering & Construction
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