Willdan Group (WLDN) risk factors, FY2025 10-K

Risks Related to Operations

1. 01If we fail to complete a project in a timely manner, miss a required performance standard, or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability
2. 02If we are unable to accurately estimate and control our contract costs, then we may incur losses on our contracts, which could decrease our operating margins and reduce our profits. In particular, our fixed-price contracts could increase the unpredictability of our earnings
3. 03Our use of the percentage-of-completion method of revenue recognition on our fixed price contracts could result in a reduction or reversal of previously recorded revenue and profits
4. 04Our revenues are primarily derived from the energy services industry and, therefore, we are highly susceptible to risks relating to such industry66% rewritten
5. 05Our backlog is subject to cancellation, adjustments and changing economic conditions and is an uncertain indicator of future operating resultsNew
6. 06obligations as a prime contractor may be jeopardized. This may reduce the profit to be realized or result in a loss on a project for which the services or supplies are neededNew
7. 07Supply chain constraints and labor shortages could negatively impact our business, financial condition and results of operations66% rewritten
8. 08Our profitability could suffer if we are not able to maintain adequate utilization of our workforce
9. 09The loss of key personnel or our inability to attract and retain qualified personnel could impair our ability to provide services to our clients and otherwise conduct our business effectively
10. 10Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure as well as disrupt the management of our business operations
11. 11Product liability and personal injury claims could have a material adverse effect on our business, results of operations and financial condition
12. 12Events outside our control, including natural and man-made disasters, could negatively impact the economies in which we operate or disrupt our operations, which may adversely affect our business, results of operations and financial condition
13. 13We have only a limited ability to protect our intellectual property rights, and our failure to protect our intellectual property rights could adversely affect our competitive position
14. 14Assertions by third parties of infringement, misappropriation or other violations by us of their intellectual property rights could result in significant costs and substantially harm our business, financial condition and operating results
15. 15Employee, agent, or partner misconduct, or our failure to comply with anti-bribery and other laws or regulations, could harm our reputation, reduce our revenue and profits, and subject us to criminal and civil enforcement actions
16. 16Our failure to implement and comply with our safety program could adversely affect our operating results or financial condition
17. 17The diversity of the services we provide, and the clients we serve, may create actual, potential, and perceived conflicts of interest and conflicts of business that limit our growth and could lead to potential liabilities for us

Risks Related to Liquidity and Indebtedness

1. 18Our leverage and debt service obligations due to debt incurred in connection with our acquisitions could adversely affect our business, results of operations and financial condition
2. 19We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders, which may impact our ability to execute on our current or future business strategies
3. 20Restrictive covenants in our Credit Agreement may restrict our ability to pursue certain business strategies

Risks Related to Our Clients and Our Projects

1. 21If we have a loss or reduction of business from a key customer or key utility programs, it could result in significant harm to our revenue, profitability and financial condition
2. 22Our failure to win new contracts and renew existing contracts with private and public sector clients could adversely affect our business, results of operations and financial condition
3. 23Our contracts may contain provisions that are unfavorable to us and permit our clients to, among other things, terminate our contracts partially or completely at any time prior to completion
4. 24Changes to tax laws and regulations, including changes to the energy efficient building deduction, could adversely affect our business, results of operations and financial condition
5. 25Because we primarily provide services to municipalities, public utilities and other public agencies, we are more susceptible to the unique risks associated with government contracts72% rewritten
6. 26agency to agency; the difficulty of obtaining change orders and additions to contracts; and the requirement to perform periodic audits as a condition of certain contract arrangementsNew
7. 27We derive significant revenue and profit from contracts awarded through a competitive bidding process, which can impose substantial costs on us, and we will lose revenue and profit if we fail to compete effectively
8. 28Changes in elected or appointed officials could have a material adverse effect on our ability to retain an existing contract with or obtain additional contracts from a public agency
9. 29If our business partners fail to perform their contractual obligations on a project, we could be exposed to legal liability, loss of reputation and profit reduction or loss on the project
10. 30If our reports and opinions are not in compliance with professional standards and other regulations or without the appropriate disclaimers or in a misleading or incomplete manner, we could be subject to monetary damages and penalties
11. 31We may be required to pay liquidated damages if we fail to meet milestone requirements in our contracts

Risks Related to Growth and Acquisitions

1. 32Even if the operations of an acquisition are integrated successfully, we may not realize the full benefits of the acquisition, including the synergies, cost savings or growth opportunities that we expect. These benefits may not be achieved within the anticipated time frame, or at all
2. 33If we are not able to successfully manage our growth strategy, our business, results of operations and financial condition may be adversely affected
3. 34Our acquired businesses may underperform relative to our expectations
4. 35If our goodwill or other intangible assets become impaired, then our profits may be significantly reduced

Risks Related to Our Regulatory Environment

1. 36Legislation, policy, rules or regulations may be enacted that limit or change the ability of state, regional or local agencies to contract for our privatized services. Such changes would affect our ability to obtain new contracts and may decrease the demand for our services
2. 37Changes in energy, environmental, or infrastructure industry laws, regulations, and programs could directly or indirectly reduce the demand for our services, which could in turn negatively impact our revenue
3. 38Our bylaws, our certificate of incorporation and Delaware law contain provisions that could discourage another company from acquiring us and may prevent attempts by our stockholders to replace or remove our current management
4. 39Cyber security breaches or other systems and information technology interruptions could result in liability, harm our reputation, impact our ability to operate, and other material adverse consequences64% rewritten
5. 40actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actorsNew
6. 41Data privacy risks, including evolving laws, regulations, and other obligations, may result in business interruption and increased costs and liabilities49% rewritten