WILLDAN GROUP, INC. (NASDAQ:WLDN) Files An 8-K Financial Statements and Exhibits

ME Staff 8-k
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WILLDAN GROUP, INC. (NASDAQ:WLDN) Files An 8-K Financial Statements and Exhibits
Item 9.01 of the original Form 8-K filed on August 3, 2017 (the “Initial Form 8-K”) to provide certain historical financial statements for Integral Analytics and certain pro forma financial information in connection with the Acquisition. Any information required to be set forth in the Initial Form 8-K which is not being amended or supplemented to this Amendment No. 1 is hereby incorporated by reference. Except as set forth herein, no modifications have been made to the information contained in the Initial Form 8-K and the Company has not updated any information contained therein to reflect the events that have occurred since the date of the Initial Form 8-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Initial Form 8-K.

Note Regarding Forward-Looking Statements

Statements and other information included in this Current Report on Form 8-K/A that are not historical facts, including statements about the Company’s plans, strategies, beliefs and expectations, as well as certain estimates and assumptions used by the Company’s management, may constitute forward-looking statements. Forward-looking statements are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements speak only as of the date they are made and, except for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statement.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on estimates and assumptions that are subject to change or revision, including the estimates and assumptions used by the Company in preparing the pro forma financial information included in this Current Report on Form 8-K/A, that could cause actual results to differ materially from those expected or implied by the forward-looking statements or the estimates or assumptions used. Such forward-looking statements include, without limitation, the Company’s current expectations with respect to payment of the earn-out payments and preliminary estimated adjustments to record the assets and liabilities of the Company at their respective estimates of fair values under acquisition accounting, and are based on current available information.

Actual results may differ materially from the forward-looking statements for a number of reasons, including additional information regarding the fair values of assets and liabilities becoming available, the performance of additional fair value analyses, and risk factors identified in the Company’s periodic filings with the SEC, including without limitation in the Company’s Annual Report on Form 10-K for the year ended December 30, 2016. Factors other than those listed above also could cause the Company’s results to differ materially from expected results.

Item 9.01.Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

(1)

Unaudited financial statements of Integral Analytics, as of and for the three months ended March31, 2017 and 2016, are being filed as Exhibit99.1 to this Amendment No. 1 and are incorporated herein by reference.

(2)

Audited financial statements of Integral Analyticsas of and for the year ended December31, 2016, are being filed as Exhibit99.2 to this Amendment No. 1 and are incorporated herein by reference.

(b)Pro Forma Financial Information.

(1)

Unaudited pro forma condensed combined balance sheet and statements of operations for the Company as of and for the six months ended June30, 2017 and for the year ended December30, 2016, giving effect to the acquisition of Integral Analytics, and the notes thereto, are being filed as Exhibit99.3 to this Amendment No. 1 and are incorporated herein by reference.

(d) Exhibits.

2.1^

Stock Purchase Agreement, dated July 28, 2017, by and among Willdan Group, Inc., Willdan Energy Solutions, Integral Analytics, Inc., the Shareholders of Integral Analytics, Inc. and the Sellers’ Representative (as defined therein) (incorporated herein by reference to Exhibit 2.1 to Willdan Group, Inc.’s Current Report on Form 8-K filed on August 3, 2017).

23.1

Consent of Clark, Schaefer, Hackett & Co., independent accountants for Integral Analytics, Inc. (filed herewith).

99.1

Unaudited financial statements of Integral Analytics, Inc. as of and for the three months ended March31, 2017 and 2016 (filed herewith).

99.2

Audited financial statements of Integral Analytics, Inc. as of and for the year ended December31, 2016 (filed herewith).

99.3

Unaudited pro forma condensed combined balance sheet and statements of operations for Willdan Group, Inc. as of and for the six months ended June 30, 2017 and for the year ended December 30, 2016, giving effect to the acquisition of Integral Analytics, and the notes thereto (filed herewith).

^Indicates that certain information contained therein has been omitted and confidentially submitted separately with the Securities and Exchange Commission. Confidential treatment has been granted with respect to the omitted portions.


Willdan Group, Inc. Exhibit
EX-23.1 2 wldn-20170728ex231b5dd38.htm EX-23.1 wldn_Ex23_1A       Exhibit 23.1       CONSENT OF INDEPENDENT ACCOUNTANTS   We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-139127,…
To view the full exhibit click here

About WILLDAN GROUP, INC. (NASDAQ:WLDN)

Willdan Group, Inc. is a holding company. The Company provides professional technical and consulting services to utilities, private industry and public agencies at all levels of government, primarily in California and New York. It operates through four segments: Energy Efficiency Services, Engineering Services, Public Finance Services and Homeland Security Services. The Energy Efficiency Services segment provides energy efficiency consulting services to utilities, state agencies, municipalities, private industry and non-profit organizations. The Engineering Services segment offers a range of engineering and planning services to its public and private sector clients. The Public Finance Services segment provides support for the various financing techniques employed by public agencies to finance their operations and infrastructure. The Homeland Security Services segment provides national preparedness, homeland security consulting, public safety and emergency response services.