# Willdan Group, Inc. (WLDN) Informational only - not investment advice. CIK: 0001370450 SIC: 8711 Services-Engineering Services SIC breadcrumb: [Services](/division/I/) > [SIC Major Group 87](/major-group/87/) > [SIC 8711 Services-Engineering Services](/industry/8711/) Latest 10-K filed: 2026-02-27 SEC page: https://www.sec.gov/edgar/browse/?CIK=1370450 Filing source: https://www.sec.gov/Archives/edgar/data/1370450/000110465926020767/wldn-20260102x10k.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 681552000 | USD | 2026 | 2026-02-27 | | Net income | 52557000 | USD | 2026 | 2026-02-27 | | Assets | 544211000 | USD | 2026 | 2026-02-27 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001370450.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2021 | 2022 | 2023 | 2024 | 2026 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | 208,941,000 | 273,352,000 | 272,252,000 | 443,099,000 | 353,755,000 | 429,138,000 | 510,095,000 | 565,798,000 | 681,552,000 | | Net income | | | | | | -8,417,000 | -8,448,000 | 10,926,000 | 22,570,000 | 52,557,000 | | Operating income | 8,309,000 | 11,544,000 | 13,704,000 | 12,771,000 | 9,363,000 | -8,691,000 | -7,063,000 | 22,074,000 | 31,353,000 | 44,147,000 | | Gross profit | | | | | | 135,874,000 | 143,579,000 | 179,767,000 | 202,782,000 | 255,682,000 | | Diluted EPS | 1.22 | 0.97 | 1.32 | 1.03 | 0.41 | -0.68 | -0.65 | 0.80 | 1.58 | 3.49 | | Operating cash flow | | 21,600,000 | 11,069,000 | 7,568,000 | 11,621,000 | 9,804,000 | 9,433,000 | 39,214,000 | 72,073,000 | 80,084,000 | | Capital expenditures | 492,000 | 1,662,000 | 2,178,000 | 2,105,000 | 6,637,000 | 8,500,000 | 9,602,000 | 9,925,000 | 8,413,000 | 9,387,000 | | Assets | 49,330,000 | 108,347,000 | 138,172,000 | 300,911,000 | 439,913,000 | 394,422,000 | 409,674,000 | 415,588,000 | 464,863,000 | 544,211,000 | | Liabilities | 18,917,000 | 58,429,000 | 67,520,000 | 156,622,000 | 272,635,000 | 215,201,000 | 228,172,000 | 215,743,000 | 230,520,000 | 239,360,000 | | Stockholders' equity | 30,413,000 | 49,918,000 | 70,652,000 | 144,289,000 | 167,278,000 | 179,221,000 | 181,502,000 | 199,845,000 | 234,343,000 | 304,851,000 | | Cash and cash equivalents | 18,173,000 | 22,668,000 | 14,424,000 | 15,259,000 | 5,452,000 | 11,221,000 | 8,806,000 | 23,397,000 | 74,158,000 | 65,919,000 | | Free cash flow | | 19,938,000 | 8,891,000 | 5,463,000 | 4,984,000 | 1,304,000 | -169,000 | 29,289,000 | 63,660,000 | 70,697,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2015 | 2016 | 2017 | 2018 | 2019 | 2021 | 2022 | 2023 | 2024 | 2026 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | | | | | | -2.38% | -1.97% | 2.14% | 3.99% | 7.71% | | Operating margin | | 5.53% | 5.01% | 4.69% | 2.11% | -2.46% | -1.65% | 4.33% | 5.54% | 6.48% | | Return on equity | | | | | | -4.70% | -4.65% | 5.47% | 9.63% | 17.24% | | Return on assets | | | | | | -2.13% | -2.06% | 2.63% | 4.86% | 9.66% | | Liabilities / equity | 0.62 | 1.17 | 0.96 | 1.09 | 1.63 | 1.20 | 1.26 | 1.08 | 0.98 | 0.79 | | Current ratio | 2.49 | 1.47 | 1.48 | 1.49 | 1.33 | 1.27 | 1.37 | 1.67 | 1.71 | 1.56 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001370450.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q1 | 2022-04-01 | | | -0.30 | reported discrete quarter | | 2022-Q2 | 2022-07-01 | | | -0.33 | reported discrete quarter | | 2022-Q3 | 2022-09-30 | | | 0.01 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | 102,603,000 | 932,000 | 0.07 | reported discrete quarter | | 2023-Q2 | 2023-03-31 | | 932,000 | | reported discrete quarter | | 2023-Q2 | 2023-06-30 | 119,077,000 | | 0.03 | reported discrete quarter | | 2023-Q3 | 2023-06-30 | | 397,000 | | reported discrete quarter | | 2023-Q3 | 2023-09-29 | 132,738,000 | | 0.11 | reported discrete quarter | | 2023-Q4 | 2023-12-29 | 155,677,000 | 8,031,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-29 | 122,489,000 | 2,942,000 | 0.21 | reported discrete quarter | | 2024-Q2 | 2024-03-29 | | 2,942,000 | | reported discrete quarter | | 2024-Q2 | 2024-06-28 | 140,996,000 | | 0.33 | reported discrete quarter | | 2024-Q3 | 2024-06-28 | | 4,594,000 | | reported discrete quarter | | 2024-Q3 | 2024-09-27 | 158,252,000 | | 0.51 | reported discrete quarter | | 2024-Q4 | 2024-12-27 | 144,061,000 | 7,688,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q2 | 2025-07-04 | 173,473,000 | 15,436,000 | 1.03 | reported discrete quarter | | 2025-Q3 | 2025-07-04 | | 15,436,000 | | reported discrete quarter | | 2025-Q3 | 2025-10-03 | 182,006,000 | | 0.90 | reported discrete quarter | | 2025-Q4 | 2026-01-02 | 173,687,000 | 18,713,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-04-03 | 155,114,000 | 8,530,000 | 0.55 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1370450/000110465926057350/wldn-20260403x10q.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-05-08 Report date: 2026-04-03 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Our Company We are a technical services company focused on energy and infrastructure solutions. Our solutions include energy planning and analytics, consulting, software, public finance, engineering, and program implementation. We serve utilities, state and local governments, and commercial customers in the United States and Canada. Our broad portfolio of services operates within two financial reporting segments: (1) Energy and (2) Engineering and Consulting. The interfaces and synergies between these segments are important elements of our strategy to design and deliver trusted, comprehensive, innovative, and proven solutions and services for our customers. Our Energy segment addresses power grid resiliency, efficiency, and reliability. Services include in-depth energy planning studies, economic analysis, modeling and forecasting software, decarbonization, program design and implementation, energy efficiency, turnkey energy and infrastructure projects, grid modernization, and utility-scale electrical engineering and construction management. Clients in this segment are investor-owned and municipal utilities, commercial clients including investors and hyperscalers, and state and local governments. Our Engineering & Consulting segment addresses sustainability and growth in civil infrastructure. We often serve as a municipality’s engineering department. Services include municipal and civil engineering, building and safety, code enforcement, fire plan and inspection, city engineering, construction management, design engineering, planning, and financial and municipal advisory services. Clients in this segment are state and local governments, school districts, and utility districts. We were founded in 1964 and are headquartered in Anaheim, California. ​ 31 Table of Contents Results of Operations First Quarter Overview The following table sets forth, for the periods indicated, certain information derived from our condensed consolidated statements of comprehensive income(1): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ April 3, ​ April 4, ​ ​ ​ ​ ​ ​ ​   ​ ​ ​ ​ 2026 ​ 2025 ​ ​ $ Change ​ % Change ​ ​ ​ (in thousands, except percentages) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contract revenue ​ $ 155,114   ​ ​ ​ ​ 100.0 %   ​ ​ ​ ​ $ 152,386   ​ ​ ​ ​ 100.0 %   ​ ​ ​ ​ $ 2,728   ​ ​ ​ ​ 1.8 % Direct costs of contract revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Salaries and wages ​ ​ 29,276 ​ 18.9 ​ ​ ​ 27,677 ​ 18.2 ​ ​ ​ 1,599 ​ 5.8 ​ Subcontractor services and other direct costs ​ ​ 62,682 ​ 40.4 ​ ​ ​ 67,048 ​ 44.0 ​ ​ ​ (4,366) ​ (6.5) ​ Total direct costs of contract revenue ​ ​ 91,958 ​ 59.3 ​ ​ ​ 94,725 ​ 62.2 ​ ​ ​ (2,767) ​ (2.9) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit ​ ​ 63,156 ​ 40.7 ​ ​ ​ 57,661 ​ 37.8 ​ ​ ​ 5,495 ​ 9.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ General and administrative expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Salaries and wages, payroll taxes and employee benefits ​ ​ 33,001 ​ 21.3 ​ ​ ​ 31,108 ​ 20.4 ​ ​ ​ 1,893 ​ 6.1 ​ Facilities and facilities related ​ ​ 2,358 ​ 1.5 ​ ​ ​ 2,624 ​ 1.7 ​ ​ ​ (266) ​ (10.1) ​ Stock-based compensation ​ ​ 3,692 ​ 2.4 ​ ​ ​ 2,426 ​ 1.6 ​ ​ ​ 1,266 ​ 52.2 ​ Depreciation and amortization ​ ​ 5,446 ​ 3.5 ​ ​ ​ 4,440 ​ 2.9 ​ ​ ​ 1,006 ​ 22.7 ​ Other ​ ​ 11,367 ​ 7.3 ​ ​ ​ 10,027 ​ 6.6 ​ ​ ​ 1,340 ​ 13.4 ​ Total general and administrative expenses ​ ​ 55,864 ​ 36.0 ​ ​ ​ 50,625 ​ 33.2 ​ ​ ​ 5,239 ​ 10.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations ​ ​ 7,292 ​ 4.7 ​ ​ ​ 7,036 ​ 4.6 ​ ​ ​ 256 ​ 3.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ (835) ​ (0.5) ​ ​ ​ (1,802) ​ (1.2) ​ ​ ​ 967 ​ (53.7) ​ Other, net ​ ​ 795 ​ 0.5 ​ ​ ​ (41) ​ (0.0) ​ ​ ​ 836 ​ N/M ​ Total other income (expense) ​ ​ (40) ​ (0.0) ​ ​ ​ (1,843) ​ (1.2) ​ ​ ​ 1,803 ​ (97.8) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) before income tax expense ​ ​ 7,252 ​ 4.7 ​ ​ ​ 5,193 ​ 3.4 ​ ​ ​ 2,059 ​ 39.6 ​ Income tax expense (benefit) ​ ​ (1,278) ​ (0.8) ​ ​ ​ 506 ​ 0.3 ​ ​ ​ (1,784) ​ N/M ​ Net income (loss) ​ $ 8,530 ​ 5.5 ​ ​ $ 4,687 ​ 3.1 ​ ​ $ 3,843 ​ 82.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Percentages are expressed as a percentage of contract revenue and may not total due to rounding. N/M = Not meaningful. ​ 32 Table of Contents The following tables provide information about disaggregated revenue of our two segments, Energy and Engineering and Consulting, by contract type, client type and geographical region: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ ​ ​ Three months ended April 3, 2026 ​   ​ ​ ​ Energy   ​ ​ ​ Engineering and Consulting   ​ ​ ​ Total ​   ​ ​ ​ (in thousands) Contract Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Time-and-materials ​ $ 12,700 ​ $ 18,200 ​ $ 30,900 Unit-based ​ ​ 49,617 ​ ​ 7,053 ​ ​ 56,670 Fixed price ​ ​ 65,651 ​ ​ 1,893 ​ ​ 67,544 Total (1) ​ $ 127,968 ​ $ 27,146 ​ $ 155,114 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 19,389 ​ $ 1,846 ​ $ 21,235 Government ​ ​ 43,846 ​ ​ 25,190 ​ ​ 69,036 Utilities (2) ​ ​ 64,733 ​ ​ 110 ​ ​ 64,843 Total (1) ​ $ 127,968 ​ $ 27,146 ​ $ 155,114 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ $ 127,968 ​ $ 27,146 ​ $ 155,114 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ ​ ​ Three months ended April 4, 2025 ​   ​ ​ ​ Energy   ​ ​ ​ Engineering and Consulting   ​ ​ ​ Total ​   ​ ​ ​ (in thousands) Contract Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Time-and-materials ​ $ 11,602 ​ $ 18,060 ​ $ 29,662 Unit-based ​ ​ 47,707 ​ ​ 6,255 ​ ​ 53,962 Fixed price ​ ​ 66,939 ​ ​ 1,823 ​ ​ 68,762 Total (1) ​ $ 126,248 ​ $ 26,138 ​ $ 152,386 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 13,515 ​ $ 1,811 ​ $ 15,326 Government ​ ​ 48,324 ​ ​ 24,272 ​ ​ 72,596 Utilities (2) ​ ​ 64,409 ​ ​ 55 ​ ​ 64,464 Total (1) ​ $ 126,248 ​ $ 26,138 ​ $ 152,386 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ $ 126,248 ​ $ 26,138 ​ $ 152,386 ​ (1) Amounts may not add to the totals due to rounding. (2) Includes the portion of revenue related to small business programs paid by the end user/customer. (3) Revenue from our foreign operations was not material for the three months ended April 3, 2026 and April 4, 2025. Three Months Ended April 3, 2026 Compared to Three Months Ended April 4, 2025 Contract revenue. Consolidated contract revenue increased $2.7 million, or 1.8%, in the three months ended April 3, 2026, compared to the three months ended April 4, 2025, as a result of increased demand for our services in both our Energy segment and our Engineering and Consulting segment while being partially offset by the impact of having one fewer week in our first fiscal quarter of fiscal year 2026 as compared to our first fiscal quarter of fiscal year 2025. When removing the impact of the additional week in the first quarter of fiscal year 2025, contract revenue increased 9.6% in the three months ended April 3, 2026, compared to the adjusted three months ended April 4, 2025. Contract revenue in our Energy segment increased $1.7 million, or 1.4%, in the three months ended April 3, 2026, compared to the three months ended April 4, 2025, primarily as a result of increased productivity under our energy efficiency and electrification utility programs, combined with increased revenues from our acquisition of Alternative Power Generation, Inc. (“APG”), partially offset by the impact of having one fewer week in our first fiscal quarter of fiscal year 2026 as compared to our first fiscal quarter of fiscal year 2025. 33 Table of Contents Contract revenue in our Engineering and Consulting segment increased $1.0 million, or 3.9%, in the three months ended April 3, 2026, compared to the three months ended April 4, 2025, primarily due to increased demand for services provided to our clients, combined with the incremental revenues from our acquisition of Alpha Inspections, Inc. (“Alpha”) and Compass Municipal Advisors, LLC. (“Compass”), while being partially offset by the impact of having one fewer week in our first fiscal quarter of fiscal year 2026 as compared to our first fiscal quarter of fiscal year 2025. Direct costs of contract revenue. Direct costs of consolidated contract revenue decreased $2.8 million, or 2.9%, for the three months ended April 3, 2026, compared to the three months ended April 4, 2025, primarily as a result of the change of mix in contract revenues as described above, while being partially offset by the impact of having one fewer week in our first fiscal quarter of fiscal year 2026 as compared to our first fiscal quarter of fiscal year 2025. As a percentage of contract revenue, subcontractor services and other direct costs decreased to 40.4% in the three months ended April 3, 2026 from 44.0% in the three months ended April 4, 2025. Direct salaries and wages increased $1.6 million, or 5.8%, to support the increased volume of projects in the three months ended April 3, 2026, compared to the three months ended April 4, 2025. Direct costs of contract revenue in our Energy segment decreased $3.5 million, or 4.3%, for the three months ended April 3, 2026, compared to the three months ended April 4, 2025. Direct costs of contract revenue for the Engineering and Consulting segment increased $0.8 million, or 6.3%, in the three months ended April 3, 2026, compared to the three months ended April 4, 2025. Gross Profit. Gross profit increased 9.5% to $63.2 million, or 40.7% gross margin, for the three months ended April 3, 2026, compared to gross profit of $57.7 million, or 37.8% gross margin, for the three months ended April 4, 2025. The increase in our gross margin was primarily driven by the improved productivity under our energy efficiency and electrification utility programs and the mix of revenues as described above. General and administrative expenses. General and administrative (“G&A”) expenses increased $5.2 million, or 10.3%, to $55.9 million in the three months ended April 3, 2026, compared to $50.6 million for the three months ended April 4, 2025. G&A expenses consisted of an increase of $2.9 million, or 7.7%, in the Energy segment combined with an increase of $0.4 million, or 3.5%, in the Engineering and Consulting segment, and the remaining increase in unallocated corporate expenses. The overall increase in G&A expenses consisted of an increase of $1.9 million in salaries and wages, payroll taxes and employee benefits, an increase of $1.3 million in stock-based compensation, an increase of $1.0 million in depreciation and amortization, and an increase of $1.3 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 to support revenue growth, consistent with the improvement in operating profit, and higher fringe benefit costs consistent with the growth in [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Our Company We are a provider of professional, technical and consulting services to utilities, private industry, and public agencies at all levels of government. As resource and infrastructure needs undergo continuous change, we help organizations and their communities evolve and thrive by providing a wide range of technical services for energy solutions, greenhouse gas reduction, and government infrastructure. Through engineering, program management, policy advisory, and software and data analytics, we plan, design and deliver comprehensive, innovative, cost-effective, and proven solutions to improve efficiency, resiliency, and sustainability in energy and infrastructure to our clients. Our broad portfolio of services operates within two financial reporting segments: (1) Energy and (2) Engineering and Consulting. The interfaces and synergies between these segments are important elements of our strategy to design and deliver trusted, comprehensive, innovative, and proven solutions and services for our customers. Our Energy segment provides specialized, innovative, comprehensive energy solutions to businesses, utilities, state agencies, municipalities, and non-profit organizations. Our experienced engineers, consultants, and staff help our clients realize cost and energy savings by tailoring efficient and cost-effective solutions to assist in optimizing energy spend. Our energy services include comprehensive audit and surveys, program design, master planning, demand reduction, grid optimization, benchmarking analyses, design engineering, AI data center power solutions, construction management, performance contracting, installation, alternative financing, measurement and verification services, and advances in software and data analytics for long-term planning. Our Engineering and Consulting segment provides civil engineering and construction management, building and safety services, city engineering and planning support, civil design, geotechnical services, and material testing. Our capabilities span traffic, bridges, rail, port, water systems, and other major infrastructure projects. In addition to technical expertise, we provide economic and financial consulting that helps agencies plan, fund, and maintain both daily operations and long-term capital programs. We also support the mandated reporting and other requirements associated with these financings. We provide financial advisory services for municipal securities but do not provide underwriting services. ​ 37 Table of Contents Results of Operations Summary comparison of fiscal years 2025, 2024, and 2023 The following table sets forth, for the periods indicated, certain information derived from our consolidated statements of comprehensive income(1): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ (in thousands, except percentages) Contract revenue ​ $ 681,552 ​ 100.0 %   ​ $ 565,798 ​ 100.0 %   ​ $ 510,095 ​ 100.0 % Direct costs of contract revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Salaries and wages ​ ​ 109,098 ​ 16.0 ​ ​ ​ 93,543 ​ 16.5 ​ ​ ​ 89,915 ​ 17.6 ​ Subcontractor services and other direct costs ​ ​ 316,772 ​ 46.5 ​ ​ ​ 269,473 ​ 47.6 ​ ​ ​ 240,413 ​ 47.1 ​ Total direct costs of contract revenue ​ ​ 425,870 ​ 62.5 ​ ​ ​ 363,016 ​ 64.2 ​ ​ ​ 330,328 ​ 64.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit ​ ​ 255,682 ​ 37.5 ​ ​ ​ 202,782 ​ 35.8 ​ ​ ​ 179,767 ​ 35.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ General and administrative expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Salaries and wages, payroll taxes and employee benefits ​ ​ 125,736 ​ 18.4 ​ ​ ​ 105,373 ​ 18.6 ​ ​ ​ 95,556 ​ 18.7 ​ Facilities and facilities related ​ ​ 9,717 ​ 1.4 ​ ​ ​ 9,718 ​ 1.7 ​ ​ ​ 9,565 ​ 1.9 ​ Stock-based compensation ​ ​ 11,825 ​ 1.7 ​ ​ ​ 7,388 ​ 1.3 ​ ​ ​ 5,323 ​ 1.0 ​ Depreciation and amortization ​ ​ 18,686 ​ 2.7 ​ ​ ​ 14,745 ​ 2.6 ​ ​ ​ 16,431 ​ 3.2 ​ Other ​ ​ 45,571 ​ 6.7 ​ ​ ​ 34,205 ​ 6.0 ​ ​ ​ 30,818 ​ 6.0 ​ Total general and administrative expenses ​ ​ 211,535 ​ 31.0 ​ ​ ​ 171,429 ​ 30.3 ​ ​ ​ 157,693 ​ 30.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations ​ ​ 44,147 ​ 6.5 ​ ​ ​ 31,353 ​ 5.5 ​ ​ ​ 22,074 ​ 4.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ (5,748) ​ (0.8) ​ ​ ​ (7,801) ​ (1.4) ​ ​ ​ (9,413) ​ (1.8) ​ Other, net ​ ​ 1,595 ​ 0.2 ​ ​ ​ 3,127 ​ 0.6 ​ ​ ​ 1,930 ​ 0.4 ​ Total other income (expense) ​ ​ (4,153) ​ (0.6) ​ ​ ​ (4,674) ​ (0.8) ​ ​ ​ (7,483) ​ (1.5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (Loss) before income tax expense ​ ​ 39,994 ​ 5.9 ​ ​ ​ 26,679 ​ 4.7 ​ ​ ​ 14,591 ​ 2.9 ​ Income tax expense (benefit) ​ ​ (12,563) ​ (1.8) ​ ​ ​ 4,109 ​ 0.7 ​ ​ ​ 3,665 ​ 0.7 ​ Net income (loss) ​ $ 52,557 ​ 7.7 ​ ​ $ 22,570 ​ 4.0 ​ ​ $ 10,926 ​ 2.1 ​ ​ (1) Percentages are expressed as a percentage of contract revenue and may not total due to rounding. ​ 38 Table of Contents The following tables provides information about disaggregated revenue of our two segments, Energy and Engineering and Consulting by contract type, client type, and geographical region: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ ​ ​ 2025 ​   ​ ​ ​ Energy   ​ ​ ​ Engineering and Consulting   ​ ​ ​ Total ​   ​ ​ ​ (in thousands) Contract Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Time-and-materials ​ $ 49,898 ​ $ 72,100 ​ $ 121,998 Unit-based ​ ​ 215,499 ​ ​ 26,235 ​ ​ 241,734 Fixed price ​ ​ 310,654 ​ ​ 7,166 ​ ​ 317,820 Total (1) ​ $ 576,051 ​ $ 105,501 ​ $ 681,552 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 70,871 ​ $ 7,029 ​ $ 77,900 Government ​ ​ 227,497 ​ ​ 98,233 ​ ​ 325,730 Utilities (2) ​ ​ 277,683 ​ ​ 239 ​ ​ 277,922 Total (1) ​ $ 576,051 ​ $ 105,501 ​ $ 681,552 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ $ 576,051 ​ $ 105,501 ​ $ 681,552 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ ​ ​ 2024 ​   ​ ​ ​ Energy   ​ ​ ​ Engineering and Consulting   ​ ​ ​ Total ​   ​ ​ ​ (in thousands) Contract Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Time-and-materials ​ $ 34,381 ​ $ 67,931 ​ $ 102,312 Unit-based ​ ​ 205,117 ​ ​ 19,676 ​ ​ 224,793 Fixed price ​ ​ 233,811 ​ ​ 4,882 ​ ​ 238,693 Total (1) ​ $ 473,309 ​ $ 92,489 ​ $ 565,798 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 34,072 ​ $ 7,548 ​ $ 41,620 Government ​ ​ 182,079 ​ ​ 84,695 ​ ​ 266,774 Utilities (2) ​ ​ 257,158 ​ ​ 246 ​ ​ 257,404 Total (1) ​ $ 473,309 ​ $ 92,489 ​ $ 565,798 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ $ 473,309 ​ $ 92,489 ​ $ 565,798 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ ​ ​ 2023 ​   ​ ​ ​ Energy   ​ ​ ​ Engineering and Consulting   ​ ​ ​ Total ​   ​ ​ ​ (in thousands) Contract Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Time-and-materials ​ $ 35,582 ​ $ 63,530 ​ $ 99,112 Unit-based ​ ​ 199,040 ​ ​ 15,753 ​ ​ 214,793 Fixed price ​ ​ 192,354 ​ ​ 3,836 ​ ​ 196,190 Total (1) ​ $ 426,976 ​ $ 83,119 ​ $ 510,095 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Client Type ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ $ 31,162 ​ $ 5,866 ​ $ 37,028 Government ​ ​ 159,935 ​ ​ 76,972 ​ ​ 236,907 Utilities (2) ​ ​ 235,879 ​ ​ 281 ​ ​ 236,160 Total (1) ​ $ 426,976 ​ $ 83,119 ​ $ 510,095 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Geography (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ $ 426,976 ​ $ 83,119 ​ $ 510,095 ​ (1) Amounts may not add to the totals due to rounding. (2) Includes the portion of revenue related to small business programs paid by the end user/customer. (3) Revenue from our foreign operations were not material for fiscal years 2025, 2024, and 2023. ​ 39 Table of Contents Fiscal Year 2025 Compared to Fiscal Year 2024 Contract revenue. Consolidated contract revenue increased $115.8 million, or 20.5%, in fiscal year 2025 compared to fiscal year 2024, reflecting increased demand for our services in both our Energy segment and our Engineering and Consulting segment. Contract revenue in our Energy segment increased $102.7 million, or 21.7%, in fiscal year 2025 compared to fiscal year 2024, primarily as a result of higher construction management revenues, increased demand for energy efficiency and electrification services under utility programs, higher planning and advisory consulting revenues, and the incremental revenues from our acquisitions of Enica and APG. Contract revenue in our Engineering and Consulting segment increased $13.1 million, or 14.1%, in fiscal year 2025 compared to fiscal year 2024, primarily due to increased demand for services provided to our clients, combined with the incremental revenues from our acquisition of Alpha. Direct costs of contract revenue. Direct costs of consolidated contract revenue increased $62.9 million, or 17.3%, in fiscal year 2025 compared to fiscal year 2024, primarily as a result of the increase, and change of mix, in contract revenues as described above. As a percentage of contract revenue, subcontractor services and other direct costs decreased to 46.5% in fiscal year 2025, from 47.6% in fiscal year 2024, and direct salaries and wages decreased to 16.0% in fiscal year 2025, from 16.5% in fiscal year 2024. Direct costs of contract revenue in our Energy segment increased $57.0 million, or 17.8%, in fiscal year 2025 compared to fiscal year 2024. Direct costs of contract revenue in our Engineering and Consulting segment increased $5.9 million, or 14.0%, in fiscal year 2025 compared to fiscal year 2024. Subcontractor services and other direct costs increased $47.3 million, or 17.6%, in fiscal year 2025 compared to fiscal year 2024, primarily due to the increase in construction management revenues and utility program revenues, which utilize a higher percentage of material cost and installation subcontracting. Salaries and wages increased by $15.6 million, or 16.6%, in fiscal year 2025 compared to fiscal year 2024, primarily as a result of the increases in contract revenue as described above. Gross Profit. Gross profit increased 26.1% to $255.7 million, or a 37.5% gross margin, for fiscal year 2025 compared to $202.8 million, or a 35.8% gross margin for fiscal year 2024. The increase in gross margin was primarily driven by changes in the mix of revenues as described above. ​ General and administrative expenses. General and administrative (“G&A”) expenses increased by $40.1 million, or 23.4%, in fiscal year 2025 compared to fiscal year 2024. G&A expenses consisted of an increase of $30.3 million in the Energy segment combined with an increase of $3.8 million in the Engineering and Consulting segment, and the remaining increase in unallocated corporate expenses. The overall increase in G&A expenses consisted of an increase of $20.4 million in salaries and wages, payroll taxes and employee benefits, an increase of $11.4 million in other general and administrative expenses, the increase of $4.4 million in stock-based compensation, and an increase of $3.9 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 to support revenue growth 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 other general and administrative expenses was primarily due to increased professional service fees and computer-related expenses. 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. Income (loss) from operations. Operating income increased 40.8% to $44.1 million for fiscal year 2025, compared to an operating income of $31.4 million for fiscal year 2024, as a result of the factors noted above. 40 Table of Contents  Total other expense, net. Total other expense, net, decreased $0.5 million, or 11.1%, in fiscal year 2025 compared to fiscal year 2024. The decrease in total other expense, net is primarily due to lower interest expense resulting from the reduced interest rate spread derived from lower debt leverage levels under our credit facilities combined with interest income from interest of our cash balances being partially offset by a one-time charge for unamortized debt issuance costs related to our prior credit facilities and a one-time charge related to a facilities lease modifications. Income tax expense (benefit). We recorded a tax benefit of $12.6 million for fiscal year 2025, an effective tax benefit rate of 31.4% on income before income tax expense, compared to a tax expense of $4.1 million for fiscal year 2024, an effective tax rate of 15.4% on income before tax expense. The reduction in the effective tax rate resulted from increases in discrete items related to stock compensation deductions and additional energy-efficiency building deductions. Net income (loss). Our net income was $52.6 million for fiscal year 2025, as compared to a net income of $22.6 million for fiscal year 2024. The increase in net income was primarily attributable to the increase in income from operations combined with a lower effective tax rate. Fiscal Year 2024 Compared to Fiscal Year 2023 Contract revenue. Consolidated contract revenue increased $55.7 million, or 10.9%, in fiscal year 2024 compared to fiscal year 2023, due to incremental revenues in both our Energy segment and in our Engineering and Consulting segment. Contract revenue in our Energy segment increased $46.3 million, or 10.9%, in fiscal year 2024 compared to fiscal year 2023, primarily as a result of higher construction management revenues for government clients and increased demand for energy efficiency and electrification services under utility programs. Contract revenue in our Engineering and Consulting segment increased $9.4 million, or 11.3%, in fiscal year 2024 compared to fiscal year 2023, primarily due to increased demand for services provided to our clients. Direct costs of contract revenue. Direct costs of consolidated contract revenue increased $32.7 million, or 9.9%, in fiscal year 2024 compared to fiscal year 2023, primarily as a result of the increase, and change of mix, in contract revenues as described above. As a percentage of contract revenue, direct salaries and wages decreased to 16.5% in fiscal year 2024, from 17.6% in fiscal year 2023, while subcontractor services and other direct costs increased to 47.6% in fiscal year 2024, from 47.1% in fiscal year 2023. Direct costs of contract revenue in our Energy segment increased $30.2 million, or 10.4%, in fiscal year 2024 compared to fiscal year 2023. Direct costs of contract revenue in our Engineering and Consulting segment increased $2.5 million, or 6.4%, in fiscal year 2024 compared to fiscal year 2023. Subcontractor services and other direct costs increased $29.1 million, or 12.1%, in fiscal year 2024 compared to fiscal year 2023, primarily due to the increase in construction management revenues, which utilize a higher percentage of material cost and installation subcontracting. Salaries and wages increased by $3.6 million, or 4.0%, in fiscal year 2024 compared to fiscal year 2023, primarily as a result of the increases in contract revenue as described above. Gross Profit. Gross profit increased 12.8% to $202.8 million, or a 35.8% gross margin, for fiscal year 2024 compared to $179.8 million, or a 35.2% gross margin for fiscal year 2023. The increase in gross margin was primarily driven by changes in the mix of revenues as described above. ​ General and administrative expenses. General and administrative (“G&A”) expenses increased by $13.7 million, or 8.7%, in fiscal year 2024 compared to fiscal year 2023. G&A expenses consisted of an increase of $7.4 million in the Energy segment combined with an increase of $4.2 million in the Engineering and Consulting segment, and an increase of $2.1 million in unallocated corporate expenses. Within G&A expenses, the increase of $9.8 million in salaries and wages, payroll taxes and employee benefits, combined with the increase of $3.4 million in other general and administrative expenses, and the increase of $2.1 million 41 Table of Contents in stock-based compensation was partially offset by a decrease of $1.7 million in depreciation and amortization. The increase in salaries and wages, payroll taxes and employee benefits was primarily due to an increase in incentive compensation, consistent with the improvement in operating profit, and higher fringe benefit costs, combined with increases in employee headcount. The increase in other general and administrative expenses was primarily due to increased professional service fees and computer-related expenses. The increase in stock-based compensation expenses was primarily related to new stock grants to current employees and executives at a higher stock price. The decrease in depreciation and amortization was primarily related to lower amortization of intangible assets from acquisitions prior to fiscal year 2024. Income (loss) from operations. Operating income increased 42.0% to $31.4 million for fiscal year 2024, compared to an operating income of $22.1 million for fiscal year 2023, as a result of the factors noted above.  Total other expense, net. Total other expense, net, decreased $2.8 million, or 37.5%, in fiscal year 2024 compared to fiscal year 2023. The decrease in total other expense, net is primarily due to lower interest expense resulting from the reduced interest rate spread derived from lower debt leverage levels under our Credit Facilities, combined with increased income from interest as a result of our higher cash balances. Income tax expense (benefit). We recorded an income tax expense of $4.1 million for fiscal year 2024, compared to a tax expense of $3.7 million for fiscal year 2023. The tax expense is primarily attributable to the income before income tax combined with increases in discrete items related to stock compensation and additional energy efficiency building deductions. Compared to prior year, the lower effective tax rate in fiscal year 2024 resulted from increased deductions for energy efficiency building deductions. Net income (loss). Our net income was $22.6 million for fiscal year 2024, as compared to a net income of $10.9 million for fiscal year 2023. The increase in net income was primarily attributable to the increase in income from operations combined with the decrease in total other expense and lower effective tax rate. Liquidity and Capital Resources ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Year ​ ​ ​ 2025 ​ ​ 2024 ​ ​ 2023 ​ ​ (in thousands) Net cash provided by (used in): ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating activities ​ $ 80,084 ​ $ 72,073 ​ $ 39,214 Investing activities ​ ​ (45,632) ​ ​ (15,743) ​ ​ (11,457) Financing activities ​ ​ (42,691) ​ ​ (5,569) ​ ​ (23,845) Net increase (decrease) in cash and cash equivalents ​ $ (8,239) ​ $ 50,761 ​ $ 3,912 ​ Sources of Cash Our primary sources of liquidity for the next 12 months and beyond are cash generated from operations, cash and cash equivalents, and available borrowings under our Revolving Credit Facility and Delayed Draw Term Loan under the Credit Agreement (the “Credit Facilities”). We believe that these sources will be sufficient to finance our operating activities for at least the next 12 months. As of January 2, 2026, we had a fully drawn $50.0 million term loan with $48.8 million outstanding, a $100.0 million Revolving Credit Facility with no borrowed amounts and $1.6 million in letters of credit issued, and a $50.0 million Delayed Draw Term Loan which has not been drawn on. 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, as of January 2, 2026, we had $65.9 million of unrestricted cash and cash equivalents.  As of January 2, 2026, we were in compliance with the covenants contained in the Credit Agreement and 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%. See Part II, Item 8, Note 5, “Debt Obligations”, of the Notes to 42 Table of Contents Consolidated Financial Statements included in this Annual Report on Form 10-K, 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. Cash Flows from Operating Activities Cash flows provided by operating activities were $80.1 million, $72.1 million, and $39.2 million for fiscal years 2025, 2024, and 2023, respectively. 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 fiscal year 2025 resulted primarily from the increase in earnings supplemented by lower working capital requirements to support the expansion and changing mix of revenue. Cash flows provided by operating activities for fiscal year 2024 resulted primarily from the increase in earnings, and lower working capital requirements resulting from more robust billing and payment terms and the timing of collections at the end of the fiscal year. Cash flows provided by operating activities for fiscal year 2023 resulted primarily from the increase in earnings, combined with lower working capital requirements. Cash Flows from Investing Activities Cash flows used in investing activities were $45.6 million, $15.7 million, and $11.5 million for fiscal years 2025, 2024, and 2023, respectively. Cash flows used in investing activities for fiscal year 2025 were primarily due to cash paid for acquisitions, combined with cash paid for the internal development of proprietary software and the purchase of computers and equipment. Cash flows used in investing activities for fiscal year 2024 were primarily due to cash paid for an acquisition, combined with cash paid for the internal development of proprietary software and the purchase of computers and equipment. Cash flows used in investing activities for fiscal year 2023 were primarily due to cash paid for the development of proprietary software and the purchase of computers and other equipment. Cash Flows from Financing Activities Cash flows used in financing activities were $42.7 million, $5.6 million and $23.8 million for fiscal years 2025, 2024 and 2023, respectively. Cash flows used in financing activities for fiscal year 2025 were primarily attributable to the $39.7 million cash used to pay down our Revolving Credit Facility, $5.5 million cash used to pay withholding taxes on stock grants, $1.5 million principal payments on finance leases, partially offset by $3.2 million of proceeds from sales of common stock under employee stock purchase plan and $2.8 million in proceeds from stock option exercises. Cash flows used in financing activities for fiscal year 2024 were primarily attributable to the repayments of $8.1 million under our Term Loan, $1.4 million principal payments on finance leases, and $1.4 million cash used to pay withholding taxes on stock grants, partially offset by $2.8 million of proceeds from sales of common stock under employee stock purchase plan and $2.8 million in proceeds from stock option exercises. Cash flows used in financing activities for fiscal year 2023 were primarily attributable to the disbursement of $10.7 million in restricted cash for utility rebate incentives, payments of $4.0 million for contingent consideration related to prior acquisitions, combined with principal reductions of $7.9 million under our term loan facility and line of credit, which resulted primarily from refinancing our Prior Credit Facility.  Under certain utility contracts, we periodically receive cash deposits to be held in trust for the payment of energy incentive rebates to be sent directly to the utility’s end-customer on behalf of the utility. We act solely as the utility’s agent to distribute these funds to the end-customer and, accordingly, we classify these contractually restricted funds as restricted cash. Because these funds are held in trust for pass through to the utility’s customers and have no impact on our working capital or operating cash flows, these cash receipts are presented in the consolidated statement of cash flows as financing cash inflows, “Receipt of restricted cash”, with the subsequent payments classified as financing cash outflows, “Payment of restricted cash.” Off-Balance Sheet Arrangements 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 43 Table of Contents 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, 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. Short and Long-term Uses of Cash General 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 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. Contractual Obligations The following table sets forth our known contractual obligations as of January 2, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​   ​ ​ ​ ​ ​   ​ ​ ​ Less than   ​ ​ ​ ​ ​   ​ ​ ​ ​ ​   ​ ​ ​ More than Contractual Obligations ​ Total ​ 1 Year ​ 1 - 3 Years ​ 3 - 5 Years ​ 5 Years ​ ​ (in thousands) ​ Debt (1) ​ $ 48,462 ​ $ 2,500 ​ $ 4,857 ​ $ 41,105 ​ $ — ​ Interest payments on debt outstanding (2) ​ ​ 10,450 ​ ​ 2,556 ​ ​ 4,712 ​ ​ 3,182 ​ ​ — ​ Operating leases ​ 18,432 ​ 4,670 ​ 6,243 ​ 3,577 ​ 3,942 ​ Finance leases ​ 2,387 ​ 1,225 ​ 1,129 ​ 33 ​ — ​ Total contractual cash obligations ​ $ 79,731 ​ $ 10,951 ​ $ 16,941 ​ $ 47,897 ​ $ 3,942 ​ (1) Debt includes $48.5 million outstanding on our Term Loan A (“TLA”), net of issuance costs, no borrowed amounts outstanding on our Revolving Credit Facility, and no borrowed amounts outstanding on our Delayed Draw Term Loan as of January 2, 2026. We have assumed no future borrowings or repayments after January 2, 2026 (other than at maturity) for purposes of this table. Our TLA and Revolving Credit Facility are scheduled to mature on May 5, 2030. (2) Borrowings under our TLA and Revolving Credit Facility bear interest at a variable rate. Future interest payments on our Credit Facility are estimated using floating rates in effect as of January 2, 2026. ​ We have contingent obligations to make earnout payments in connection with our acquisitions of Enica Engineering, PLLC. (“Enica”), Alternative Power Generation, Inc. (“APG”) and Compass Municipal Advisors, LLC. (“Compass”), subject to their future financial performance. We are 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 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 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. As of January 2, 2026, we had contingent consideration payable of $20.4 million related to the acquisitions of Enica, APG, and Compass. Through the twelve months ended January 2, 2026, our statement of operations includes $3.2 million of interest accretion (excluding fair value adjustments) related to the contingent consideration. Outstanding Indebtedness See Part II, Item 8, Note 5, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K 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. 44 Table of Contents Insurance Premiums We have also financed, from time to time, insurance premiums by entering into unsecured notes payable with insurance companies. See part II, Item 8, Note 5, “Debt Obligations”, of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for information regarding our financing arrangements related to our insurance premiums. Interest Rate Swap 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 7A, “Quantitative and Qualitative Disclosures About Market Risk”, and Note 4, “Derivatives”, to the Notes of Consolidated Financial Statements included in this Annual Report on Form 10-K. Impact of Inflation Due to the average duration of our projects and our ability to negotiate prices as contracts end and new contracts begin, historically, our operations have not been materially impacted by inflation. While immaterial to our results of operations and financial condition, we have experienced higher cost of materials and delays in our supply chain for equipment. The prices of finished products from manufacturers are subject to fluctuation and increases. It is difficult to accurately measure the impact of inflation, tariffs, price escalation, raw material costs, and other factors that impact the cost of finished goods due to the imprecise nature of the estimates required. ​ 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. Components of Revenue and Expense Contract Revenue 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 January 2, 2026, 18% of our contracts are time-and-materials contracts, 35% are unit-based contracts, and 47% are fixed price contracts, compared to 18% for time-and-materials contracts, 40% for unit-based contracts, and 42% for fixed price contracts, as of December 27, 2024. Some of these contracts include maximum contract prices, but contract maximums are often adjusted to reflect the level of effort to achieve client objectives and thus the majority of these contracts are not expected to exceed the maximum. Contract revenue on our fixed price contracts is determined on the percentage of completion method based generally on the ratio of direct costs incurred to date to estimated total direct costs at completion. Many of our fixed price contracts involve a high degree of subcontracted fixed price effort and are relatively short in duration, thereby lowering the risks of not properly estimating the percent complete. Adjustments to contract cost estimates are made in the periods in which the facts requiring such revisions become known. When the revised estimate indicates a loss, such loss is recognized in the current period in its entirety. Claims and change orders that have not been finalized are evaluated to determine whether or not a change has occurred in the enforceable rights and obligations of the original contract. If these non-finalized changes qualify as a contract modification, a determination is made whether to account for the change in contract value as a modification to the 45 Table of Contents existing contract, or a separate contract and revenue under the claims or change orders is recognized accordingly. Costs related to un-priced change orders are expensed when incurred, and recognition of the related revenue is based on the assessment above of whether or not a contract modification has occurred. Estimated profit for un-priced change orders is recognized only if collection is probable. Our contracts come up for renewal periodically and at the time of renewal may be subject to renegotiation, which could impact the profitability on that contract. In addition, during the term of a contract, public agencies may request additional or revised services which may impact the economics of the transaction. Most of our contracts permit our clients, with prior notice, to terminate the contracts at any time without cause. While we have a large volume of contracts, the renewal, termination or modification of a contract, in particular contracts with Consolidated Edison, the Dormitory Authority-State of New York, the New York City Housing Authority, and utility programs associated with Los Angeles Department of Water and Power, and Duke Energy Corp., may have a material effect on our consolidated operations. Some of our contracts include certain performance guarantees, such as a guaranteed energy saving quantity. Such guarantees are generally measured upon completion of a project. In the event that the measured performance level is less than the guaranteed level, any resulting financial penalty, including any additional work that may be required to fulfill the guarantee, is estimated and charged to direct expenses in the current period. We have not experienced any significant costs under such guarantees. Direct Costs of Contract Revenue Direct costs of contract revenue consist primarily of that portion of salaries and wages that have been incurred in connection with revenue producing projects. Direct costs of contract revenue also include material costs, subcontractor services, equipment and other expenses that are incurred in connection with revenue producing projects. Direct costs of contract revenue exclude that portion of salaries and wages related to marketing efforts, vacations, holidays and other time not spent directly generating revenue under existing contracts. Such costs are included in general and administrative expenses. Additionally, payroll taxes, bonuses and employee benefit costs for all of our personnel are included in general and administrative expenses since no allocation of these costs is made to direct costs of contract revenue. Other companies may classify as direct costs of contract revenue some of the costs that we classify as general and administrative costs. We expense direct costs of contract revenue when incurred. General and Administrative Expenses G&A expenses include the costs of the marketing and support staff, other marketing expenses, management and administrative personnel costs, payroll taxes, bonuses and employee benefits for all of our employees and the portion of salaries and wages not allocated to direct costs of contract revenue for those employees who provide our services. G&A expenses also include facility costs, depreciation and amortization, stock-based compensation, professional services, legal and accounting fees and administrative operating costs. Within G&A expenses, “Other” includes expenses such as professional services, legal and accounting, computer costs, travel and entertainment, marketing costs and acquisition costs, including interest accretion on contingent consideration. We expense general and administrative costs when incurred. 46 Table of Contents Critical Accounting Policies This discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared 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 provided a summary of our significant accounting policies in Part II, Item 8, Note 1, “Organization and Operations of the Company”, of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. We describe below those accounting policies that require material subjective or complex judgments and that have the most significant impact on our financial condition and results of operations. Our management evaluates these estimates on an ongoing basis, based upon information currently available and on various assumptions management believes are reasonable as of the date of this report. Contract Assets and Liabilities Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or pre-agreed schedules. Billings in any given fiscal period do not necessarily correlate with revenue recognized for that period. Contract assets include unbilled amounts typically resulting from revenue under contracts where the percentage-of-completion method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer and right to repayment is not unconditional. Contract assets also include retainage amounts withheld from billings to our clients pursuant to provisions in our contracts and other revenues earned but not billed in the current period. Contract liabilities consist of advance payments and billings in excess of revenue recognized and deferred revenue. Contract Accounting We enter into contracts with our clients that contain various types of pricing provisions, including fixed price, time-and-materials, and unit-based provisions. We recognize revenues in accordance with ASU 2014-09, Revenue from Contracts with Customer, codified as ASC Topic 606 and the related amendments (collectively, “ASC 606”). As such, we identify a contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to each performance obligation in the contract and recognize revenue when (or as) we satisfy a performance obligation. The following table reflects our two reportable segments and the types of contracts that each most commonly enters into for revenue generating activities. ​ ​ ​ Segment Contract Type Revenue Recognition Method ​ Time-and-materials Time-and-materials Energy Unit-based Unit-based ​ Software license Unit-based ​ Fixed price Percentage-of-completion ​ Time-and-materials Time-and-materials Engineering and Consulting Unit-based Unit-based ​ Fixed price Percentage-of-completion ​ Revenue on the vast majority of our contracts will continue to be recognized over time because of the continuous transfer of control to the customer. Revenue on fixed price contracts is recognized on the percentage-of-completion method based generally on the ratio of direct costs incurred-to-date to estimated total direct costs at completion. We use the percentage-of-completion method to better match the level of work performed at a certain point in time in relation to our effort that will be required to complete a project. In addition, the percentage-of-completion method is a common method of revenue recognition in our industry. 47 Table of Contents Many of our fixed price contracts involve a high degree of subcontracted fixed price effort and are relatively short in duration, thereby lowering the risks of not properly estimating the percent complete. Revenue on time-and-materials and unit-based contracts is recognized as the work is performed in accordance with the specific rates and terms of the contract. We recognize revenues for time-and-materials contracts based upon the actual hours incurred during a reporting period at contractually agreed upon rates per hour and also includes in revenue all reimbursable costs incurred during a reporting period. Certain of our time-and-materials contracts are subject to maximum contract values and, accordingly, when revenue is expected to exceed the maximum contract value, these contracts are generally recognized under the percentage-of-completion method, consistent with fixed price contracts. For unit-based contracts, we recognize the contract price of units of a basic production product as revenue when the production product is delivered during a period. Revenue for amounts that have been billed but not earned is deferred, and such deferred revenue is referred to as contract liabilities in the accompanying consolidated balance sheets. We also derive revenue from software licenses and professional services and maintenance fees. In accordance with ASC 606, we perform an assessment of each contract to identify the performance obligations, determine the overall transaction price for the contract, allocate the transaction price to the performance obligations, and recognize the revenue when the performance obligations are satisfied. In cases where the standalone selling price of the software license is not present, we utilize the residual approach by which we estimate the standalone selling price by reference to the total transaction price less the sum of the observable standalone selling prices of other goods or services promised in the contract. The software license revenue is typically recognized at a point in time when control is transferred to the client, which is defined as the point in time when the client can use and benefit from the license. The software license is delivered before related services are provided and is functional without services, updates, or technical support. Related professional services include training and support services in which the standalone selling price is determined based on an input measure of hours incurred to total estimated hours and is recognized over time, usually which is the life of the contract. To determine the proper revenue recognition method for contracts, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined contract should be accounted for as one performance obligation. With respect to our contracts, it is rare that multiple contracts should be combined into a single performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate a single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. Contracts are considered to have a single performance obligation if the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts, which is mainly because we provide a significant service of integrating a complex set of tasks and components into a single project or capability. We may enter into contracts that include separate phases or elements. If each phase or element is negotiated separately based on the technical resources required and/or the supply and demand for the services being provided, we evaluate if the contracts should be segmented. If certain criteria are met, the contracts would be segmented which could result in revenues being assigned to the different elements or phases with different rates of profitability based on the relative value of each element or phase to the estimated total contract revenue. Segmented contracts may comprise up to approximately 2.0% to 3.0% of our consolidated contract revenue. Contracts that cover multiple phases or elements of the project or service lifecycle (development, design, construction and maintenance and support) may be considered to have multiple performance obligations even when they are part of a single contract. For contracts with multiple performance obligations, we allocate the transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. For the periods presented, the value of the separate performance obligations under contracts with multiple performance obligations (generally measurement and verification tasks under certain energy performance contracts) were not material. In cases where we do not provide the distinct good or service on a standalone basis, the primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which we forecast our expected costs of satisfying a performance obligation and then adds an appropriate margin for the distinct good or service. We provide quality of workmanship warranties to customers that are included in the sale and are not priced or sold separately or do not provide customers with a service in addition to assurance of compliance with agreed-upon 48 Table of Contents specifications and industry standards. We do not consider these types of warranties to be separate performance obligations. In some cases, we have a master service or blanket agreement with a customer under which each task order releases us to perform specific portions of the overall scope in the service contract. Each task order is typically accounted for as a separate contract because the task order establishes the enforceable rights and obligations, and payment terms. Under ASC 606, variable consideration should be considered when determining the transaction price and estimates should be made for the variable consideration component of the transaction price, as well as assessing whether an estimate of variable consideration is constrained. For certain of our contracts, variable consideration can arise from modifications to the scope of services resulting from unapproved change orders or customer claims. Variable consideration is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of legal enforceability, our performance, and all information (historical, current and forecasted) that is reasonably available to us. Due to the nature of the work required to be performed on many of our performance obligations, the estimation of total revenue and cost at completion is complex, subject to many variables and requires significant judgment. As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract-related estimates regularly through a company-wide disciplined project review process in which management reviews the progress and execution of our performance obligations and the estimate at completion (“EAC”). As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule and the related changes in estimates of revenues and costs. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, the performance of subcontractors, and the availability and timing of funding from the customer, among other variables. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the period it is identified. Contracts are often modified to account for changes in contract specifications and requirements. We consider contract modifications to exist when the modification either creates new rights or obligations or changes the existing enforceable rights or obligations. Most of our contract modifications are for goods or services that are not distinct from existing contracts due to the significant integration provided in the context of the contract and are accounted for as if they were part of the original contract. The effect of a contract modification that is not distinct from the existing contract on the transaction price and our measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. For contract modifications that result in the promise to deliver goods or services that are distinct from the existing contract and the increase in price of the contract is for the same amount as the standalone selling price of the additional goods or services included in the modification, we account for such contract modifications as a separate contract. We include claims to vendors, subcontractors and others as a receivable and a reduction in recognized costs when enforceability of the claim is established by the contract and the amounts are reasonably estimable and probable of being recovered. The amounts are recorded up to the extent of the lesser of the amounts management expects to recover or to costs incurred. 49 Table of Contents Billing practices are governed by the contract terms of each project based upon costs incurred, achievement of milestones or pre-agreed schedules. Billings do not necessarily correlate with revenue recognized using the percentage-of-completion method of revenue recognition. Accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts based upon our review of all outstanding amounts on a quarterly basis. Management determines allowances for doubtful accounts through specific identification of amounts considered to be uncollectible and potential write-offs, plus a non-specific allowance for other amounts for which some potential loss has been determined to be probable based on current and past experience. Historical credit losses have been minimal with governmental entities and large public utilities, but disputes may arise related to these receivable amounts. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. For further information on the types of contracts under which we perform our services, see Part II, Item 8, Note 1, “Organization and Operations of the Company”, of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. Goodwill We test our goodwill at least annually for possible impairment. We complete our annual testing of goodwill as of the last day of the first month of our fourth fiscal quarter each year to determine whether there is impairment. In addition to our annual test, we regularly evaluate whether events and circumstances have occurred that may indicate a potential impairment of goodwill. We did not recognize any goodwill impairment charges in fiscal years 2025, 2024, or 2023. We test our goodwill for impairment at the level of our reporting units, which are components of our operating segments. In January 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) Update No. 2017-04 (“ASU 2017-04”), Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. This accounting guidance eliminates the requirement to compare the implied fair value of reporting unit goodwill with the carrying amount of that goodwill (commonly referred to as Step 2) from the goodwill impairment test. The new standard does not change how a goodwill impairment is identified. We will continue to perform our quantitative and qualitative goodwill impairment test by comparing the fair value of each reporting unit to its carrying amount, but if we are required to recognize a goodwill impairment charge, under the new standard the amount of the charge will be calculated by subtracting the reporting unit’s fair value from its carrying amount. Under the prior standard, if we were required to recognize a goodwill impairment charge, Step 2 required us to calculate the implied value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination and the amount of the charge was calculated by subtracting the reporting unit’s implied fair value of goodwill from its actual goodwill balance. To estimate the fair value of our reporting units, we use both an income approach based on management’s estimates of future cash flows and other market data and a market approach based upon multiples of earnings before interest, taxes, depreciation and amortization, or EBITDA, earned by similar public companies. Once the fair value is determined, we then compare the fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is determined to be less than the carrying value, we perform an additional assessment to determine the extent of the impairment based on the implied fair value of goodwill compared with the carrying amount of the goodwill. In the event that the current implied fair value of the goodwill is less than the carrying value, an impairment charge is recognized. Inherent in such fair value determinations are significant judgments and estimates, including but not limited to assumptions about our future revenue, profitability and cash flows, our operational plans and our interpretation of current economic indicators and market valuations. To the extent these assumptions are incorrect or economic conditions that would impact the future operations of our reporting units change, any goodwill may be deemed to be impaired, and an impairment charge could have in a material impact on our financial position or results of operation. Almost all of our goodwill is contained in our Energy segment, with the remainder in our Engineering and Consulting segment. At our measurement date, the estimated fair value of our Energy segment exceeded its carrying value. Any reduction in the 50 Table of Contents estimated fair value of our Energy segment could result in an impairment charge of goodwill associated with this segment in future periods. Business Combinations The acquisition method of accounting for business combinations requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date. For reporting periods prior to the completion of our procedures to value assets and liabilities, the acquisition method requires us to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which we may adjust the provisional amounts recognized for a business combination) based upon new information about facts that existed on the business combination date. Under the acquisition method of accounting, we recognize separately from goodwill the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in an acquiree, at the acquisition date fair value. We measure goodwill as of the acquisition date as the excess of consideration transferred over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed. Costs that we incur to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration. We charge these acquisition costs to other general and administrative expense as they are incurred. Should the initial accounting for a business combination be incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we record those adjustments to our financial statements. We recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. During fiscal year 2025, we acquired all the equity of Compass Municipal Advisors, LLC. (“Compass”), acquired all of the capital stock of Alternative Power Generation, Inc. (“APG”) and acquired all of the capital stock of Alpha Inspections, Inc. (“Alpha”). As of January 2, 2026, had completed our final estimate of fair value of the assets acquired relating to the acquisition of APG and Alpha but had not yet completed our final estimate of fair value of the assets acquired relating to the acquisition of Compass due to the timing of the transactions and lack of complete information necessary to finalize such estimates of fair value. Accordingly, we have preliminarily estimated the fair values of the Compass assets acquired and will finalize such fair value estimates within twelve months of the Compass Closing Date. During fiscal year 2024, we acquired substantially all of the assets of Enica on October 23, 2024. During fiscal year 2023, we did not have any material acquisitions. For further discussion of our acquisitions, see Part II, Item 8, Note 13, “Business Combinations” of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. Recent Accounting Standards ​ For a description of recently issued and adopted accounting pronouncements, including adoption dates and expected effects on our results of operations and financial condition, see Part II, Item 8, Note 2, “Recent Accounting Pronouncements”, of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. ​ 51 Table of Contents