Thomas Brisbin - Chief Executive Officer Stacy McLaughlin - Chief Financial Officer

Al Kaschalk - Wedbush Wyatt Carr - Monarch Jeremy Zhu - Wedbush

Good afternoon everyone and thank you for joining us to discuss Willdan Group’s Financial Results for the Second Quarter Ended June 27, 2014. With us today from management are Chief Executive Officer, Thomas Brisbin; and Chief Financial Officer, Stacy McLaughlin. Management will review prepared remarks and we’ll then open the call up to your questions. Statements made in the course of today’s conference call which are not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements involve certain risks and uncertainties and it is important to note that the company’s future results could differ materially from those in any such forward-looking statements. Factors that could cause actual results to differ materially and other risk factors are listed from time to time in the company’s SEC report including but not limited to the Form 10-K annual report for the year-ended December 27, 2013 filed on March 25, 2014. The company cautions investors not to place undue reliance on the forward-looking statements made during the course of this conference call. Willdan Group, Inc. disclaims any obligation and does not undertake to update or revise any forward-looking statements made today. With that I will now turn the call over to Chief Financial Officer, Stacy McLaughlin. Stacy

Thanks [Meet]. I would like to add my welcome to those joining us on today’s call. In addition to GAAP financial results we are providing non-GAAP financial measures that we believe enhance investors’ ability to analyze our business trends and performance our non-GAAP measures include revenue net of subcontractor cost. We believe this allows for an improved measure of the revenue derived from work performed by our employees. We also are providing adjusted EBITDA which removes the impact of certain non-recurring income and expense items from our operating results. GAAP reconciliations for both of these non-GAAP measures are included at the end of the earnings release we issued today. A brief overview of our financial results for the second quarter. Total contract revenue increased 31.6% to $27 million from $20.5 million for the second quarter of 2013. Energy efficiency services grew 86.9% to $13.7 million from the prior year. Engineering services contract revenue increased 9.7% to $9.5 million for the quarter. Revenue from public finance services was $2.7 million and homeland security services was $1.1 million. Revenue net of subcontractor costs for the second quarter of 2014 increased 24% to $21.2 million compared with the second quarter of 2013. Direct costs is $16.3 million for the second quarter of 2014, compared with $11.4 million for the second quarter of 2013. The majority of the increase was a result of greater demand for services performs by our energy efficiency services group, which generally utilizes a higher percentage of subconsultants than other Willdan's subsidiaries. General and administrative expenses for the second quarter were $8.7 million, a 4.7% increase from the prior year period. G&A expenses as a percentage of total contract revenue declined to 32.4% from 40.7% for the second quarter of 2013. Net income for the quarter was $1.9 million or $0.25 per diluted share which compares with net income of $688,000 or $0.09 per diluted share for the second quarter of 2013. Accounts receivables days outstanding for the second quarter was seventy six. Tuning to financial results for the first six months of 2014, total contract revenue increased to $49.7 million, up 18.6% from the first six months of 2013. Higher revenue was due primarily to a $6.1 million or 34.1% increase in contract revenue for Energy Efficiency Services to $24.1 million. Energy Efficiency revenue accounted for 48.4% of total contract revenue for the first six months of 2014 compared with 42.8% for the first six months of 2013. Engineering Service revenue increased by 8.9% to $18.4 million and represented 37.1% of total revenue compared with 40.4% of total revenue in the prior year. Revenue from Public Finance Services was $5.2 million and Homeland Security was $2 million. Revenue net of sub contractor costs for the six months grew 18% to 39.7% million compared with the first six months of 2013. Direct costs of contract revenue were $29.5 million, up from $23.5 million a year ago, primarily due to the increase in services performed by Energy Efficiency Group. Gross margin as a percent of revenue for the first six months of 2014 was 40.6%. Adjusted EBITDA increased to $3.5 million from $1.5 million for the first half of 2013. Adjusted EBITDA margin was 7%. Total general and administrative expenses for the six months declined by $320,000 to $16.9 million. Net income for the first six month of 2014 was $3.2 million or $0.43 per share. This is a $2.1 million increase from net income of $1.1 million or $0.15 per share for the six months of 2013. Accounts receivable days outstanding for the first half of 2014 was 74. We reported cash and cash equivalents at June 27, 2014 of $12.1 million. Our primary sources of liquidity are cash generated from operations and a revolving line of credit with BMO Harris Bank. Today, we are affirming the financial targets that we introduced on our press release issued on June 20, of this year. These targets are as follows: One, contract revenue growth of up to 15% annually, this includes both organic and acquisitive growth; two, gross margin in the 40% to 45% range; third adjusted EBITDA margin of 5% to 10%; and fourth accounts receivable days outstanding of 72 to 75. I'm pleased to report that we are on track with all of these targets for the first half of 2014. I’d now like to turn the call over to Tom.

Thanks Stacy. Good afternoon and thank you all for joining us. I will begin with the expansion of our Con Ed program; next, I will provide an overview of our second quarter results and key developments in each business unit; then I will open up the call for your questions. Regarding today’s news, I am pleased to report that Con Ed of New York has expanded our energy efficiency services contract under its Small Business Direct Install program by $23 million. This brings the total value of our contract to $61.3 million. Under amended contract, we’re expanding our services to Manhattan, Staten Island and Westchester County. We’re now responsible for the entire Con Ed SBDI service territory. We believe this contract expansion speaks directly to Willdan’s smart capabilities and performance in this energy efficiency program. Now turning to our second quarter performance. I am pleased to report that we delivered very strong financial results. Revenue increased nearly 32% and each one of our divisions generated top-line growth and profitability. These results reflect the steps we’ve taking to manage our operating expenses and project delivery. Our net income for the first quarter 2014 has already exceeded net income for entire year of 2013. Based on our strong financial performance we’re now in a position to reward employee performance. In the second quarter, we began accruing for bonuses that will be paid in 2015. We’re coming out of some very [linear] and bonuses will be performance-based. Turning to review of our business units. I’ll begin with engineering services, which accounted for 35% of our second quarter revenue. Revenue from engineering services grew nearly 10%. The demand for outsourced city services continued to increase in response to the sustained recovery of the residential housing market. During the recession many cities downsized and now they’re understaffed and looking for efficient and cost effective ways to meet increased demand. Some cities such as Elk Grove have adopted a fully outsourced staffing model and we are seeing more opportunities to search cities like Elk Grove. As we mentioned last quarter, we continue to position for these types of opportunities. Much of our growth in engineering services is coming from cities that are adding Willdan staff, one or two at time as they rebuild their building and construction apartments. After a long hiatus, we are also starting to provide services under existing master service agreement that have been renewed for decades. These contracts allow us to provide services to cities on an on call as needed basis, taken together all this growth is making a nice contribution to our top line. You have heard us say before that one core component of our growth strategy is to leverage our established client relationships. To that end, we’ve recently begin work on an energy efficiency contract with the city of Elk Grove to replace 14,000 city owned street lights with LED fixtures. This project is one of the largest city wide LED street light conversion projects in California and will result in significant savings on energy and long-term maintenance cost. Moving on to the California High Speed Rail project, late last month a state [appellate] court cleared the way for moving forward with the next segments of the project. We will be bidding on those two segments and with the successful prime contractor Tutor Perini-Parsons. We have already been working with Tutor Perini on the first phase which is a limited notice to proceed and we expect the next segments to be awarded sometime later this year. It’s important to note while we don’t expect the High Speed Rail project to generate significant revenue for Willdan it is a strategically important project and one that provides us with a foothold in this Central Valley. While historically we had a strong presence in this region we closed nine offices along the Highway 99 corridor during the recession. We view our work in the high speed rail as an opportunity to reestablish Willdan's presents in the Central Valley. For example, we are just won a Bridge Preventive Maintenance program for 52 bridges in Mariposa County just east of [West zone] where we're operating on the high speed rail. Overall, our engineering business is performing well and we expect it will be a key contributor to our 2014 revenue. In our Homeland Solutions business were designing and developing a full scale exercise to test the San Francisco Bay area’s ability to respond to bioterrorist attack. We also continue to work with the city of San Diego to design and developed emergency operation center to test this cities earthquake preparedness. In our financial services business, we are making good headway in diversifying projects and expanding into new geographies. We recently hired four consultants for Orlando Florida office and won a contract from the New York City energy efficiency core. We are also targeting new utility rate projects in Colorado and California. Now turning to energy, which was 51% of our second quarter revenue. This segment generated very strong year-over-year revenue growth of 87% in the second quarter. These results provided a much better reflection of the strength of our energy efficiency business relative to the past few years, which were impacted by changes in our conduit contract that occurred in April 2013. These changes included the split in the conduit contract between Willdan and another consultant. We're now self performing some of the energy contracts and going forward, it will be much easier to evaluated our results and an apples-to-apples basis, because we're showing you revenue less subcontractors. The [ConEn] contract will continue until July 2016. All told we're executing well on our energy efficiency programs and most importantly we're meeting energy savings target for the customers. Our strong performance has resulted in expansions of existing contracts in New York, California and the Mid West. Has also led to new energy efficiency engagements, we recently signed some smaller strategic contracts and we're working on others that with hope to announce soon. These strategic contracts are very interesting and you'll find them in our next press release. Our Energy Efficiency business is poised for continued strong growth driven by high energy cost, growing environmental concerns, increased social awareness and adoption of green buildings. The public sector continues to look for solutions to comply with legislated energy reduction mandates and a private sector is self imposing energy efficiency goals. Willdan Energy Solutions has now amended a significant technical expertise and director experience on some of the most high profile projects including [ConEn] New York, Southern California, Addison (inaudible) Gas Electric, [Nicerta] and others. We believe that our demonstrated track record of successful program implementation and outcomes positions us well to compete for new and noteworthy projects in this space. Looking at 2014, we're confident that we will reach our 15% revenue growth target. Our business does have some seasonality and historically our second and third quarters are strongest. We expect our financial results for the second half of the year to be similar to our first half performance. Our 15% revenue growth target include both organic growth and strategic acquisitions and we a have a strong balance sheet to support both. With regard to acquisitions, we're focused on selective tuck-in acquisitions that strategically expand our geographic footprint, broaden our service offerings and improve our competitive position. Before we take your questions, I'd like to let you know that Stacy and I will be presenting at the Idea's conference in Chicago on August 27. The presentation will be webcast and posted to our website. I'd now like to open the call to your questions. Thank you.

Thank you. (Operator Instructions). And we'll go to Al Kaschalk of Wedbush. Please go ahead. Al Kaschalk - Wedbush: Good afternoon. Can you hear me?

You are little soft Al, get closer to phone. Al Kaschalk - Wedbush: Is this better?

That's better. Al Kaschalk - Wedbush: Okay, great. Tom you mentioned some new engagements to be forthcoming, I think they were New York, California and Midwest Territories.

Yes. Al Kaschalk - Wedbush: Are those, if you are successful on those new engagements. Are those a 100%, do you have the staff those of new employees or are you able to leverage some of what's already in those particular markets?

We want with existing employees and then we'll bring our new ones to support them. Al Kaschalk - Wedbush: Okay. Do we now have to end those?

You win on based on the people you have. Al Kaschalk - Wedbush: Sure. But I was just trying to right. And therefore you'll know the profitability of the staff or…

Yes. Al Kaschalk - Wedbush: Okay. Good.

Yes. The reason I didn't announced them yet, is they are not all fine. But there is three or four, hopefully we'll have for the next quarter. That are anywhere from $1 million to $5 million that are very strategic in terms of the type of work they are. We're very happy about it, but I just can't talk about it now. Al Kaschalk - Wedbush: All right. So, maybe I can transition into the financial targets. I think you are already up this year around 18%, 19% top-line growth. Was some of the strategic opportunities do you think that impacts the margin profile or how should we think about the new work that does come on line?

I think we’re at about what, 7.8% margin, where are we Stacy, for the first half?

40.

Margin?

40%.

That’s gross, net?

I don’t know.

First half net margin, I think we’re at about 7%.

Adjusted EBITDA 7, yes.

7. So, is your question now, is it going to go up from 7? Al Kaschalk - Wedbush: Well, just what I am saying is you’ve had tremendous success; you’re looking to make further strategic investments on new contracts in key vertical markets. And I guess I am just trying to set expectations here that should that on the margin come in a little bit lighter than what is delivered year-to-date or now there you should be at least at the midpoint of your financial targets?

The midpoint of our financial targets would be 7.5 and we’d certainly like to increase our margin as year goes on. And the new contracts coming in will not certainly take them down, it will only go up. Al Kaschalk - Wedbush: Excellent. On the Con Ed program….

That doesn’t mean we want to do some wrong and our margin will go down, but I am just signing the contracts that we’re bringing in our [help enough]. Al Kaschalk - Wedbush: Yes. No, I understand. Do you have any contracts that are high margin that are rolling off?

No. Al Kaschalk - Wedbush: In terms of Con Ed program, probably one that you can anticipate, could you elaborate on how much to yourself performing or versus subcontracting at the moment?

Okay. We went to self perform; we increased our self performance to about 60% to 65% on our existing contracts; then we got to some mended contracts. The other consultant was using primarily subcontractors. So, over the next approximately looks July 16, so over the next 18 months let’s say, we are taking on their territory and their work ,so we generally have on that 22.4 million or 22.2 million, we have to ramp up our self perform again into that territory. So it will be a ramp up. So it will go somewhere from 10%, 15% self perform in that territory to hopefully by the end of the time to 50%, 60%, 70%. Does that answer your question now? Al Kaschalk - Wedbush: Yes, that’s fine.

Can you picture what’s happening there? Al Kaschalk - Wedbush: I can.

Okay. That’s a tough one because it doesn’t quite put us back in the same situation we were in five years ago where we were using all subcontractors because we still have the self perform which is good we are making money on it and it does allow us to -- there is things that are going to be that will help us on the subcontracting as well. Al Kaschalk - Wedbush: But in general, you always prefer to self perform?

In general, we're doing really well self performing. Al Kaschalk - Wedbush: Yes.

We're making margin but the ramp up on this is so big, we can't ramp up that fast. Con Ed wants the job done, we stepped up to it and we'll get it done. As you can see what we've done from already has allowed them to say, we’ll give the entire service area to you? So when you’re in that situation you can't say well we've got to self perform but... Al Kaschalk - Wedbush: Right.

We're making decision best for Willdan and our customers. Al Kaschalk - Wedbush: Finally, the financial performance is improving, the balance sheet is blended. What do you see out there on for expectations for shareholders about deploying that cash to higher return markets, maybe acquisitions; and if not, is there any consideration that doing something different with that cash such as a dividend or something?

I guess in order of priority and I know for our people on the call that would reprioritize this. But here at Willdan, our priority would be acquisitions because we want strength in our position. We see very good markets out there for other types of services related to energy or in energy, but just a little bit different than what we're doing. That would be priority one because we’ve got to get -- it would be nice to get another $8 million firm and grow it to $50 million very quickly, that's very good acquisitive growth Second priority would probably be is the stock will be buyback and I know why it's on the line. So our third priority will be dividend. Once we become a more stable, less growing, stronger on cash, I think dividends would be down the road. Al Kaschalk - Wedbush: Yes. I would encourage you to focus on the acquisition strength, given that's probably the best use of capital, given you've demonstrated here the ability to take existing business than least operate them, much more efficiently so that make true sense. Thanks a lot.

Thanks. Everybody has got opinion on that one. I am just -- right now we're going to focus on acquisitions, small ones. Thank you. Gail?

Yes. We're moving on to Wyatt Carr from Monarch. Wyatt Carr - Monarch: Hi Tom and Stacy and congratulations on your quarter. Just a couple of questions. In the Engineering Services, you noted that it moved up about 10% but through the June half year it is $18.4 million and it was $9.5 million in this last quarter so it didn't move up an awful lot, but still pretty good growth there. But the Energy Efficiency Services really expanded. Can you comment on what is the one of the new large districts having an impact there?

We have not started on those. They are awarded this morning and new districts in New York we have not started on. Wyatt Carr - Monarch: Okay.

The energy ramp up, while it was primarily due to really a little bit of California, a big part New York to ramp up in self-installed during the summer months. The program in New York is going very, very well. And that's why Con Ed believes we can take on the whole territory. Wyatt Carr - Monarch: Sounds great. The question I had though when you are doing pass through and you are getting, your margins came down a little bit when you did this self-servicing. And now you are operating at about, what you say 65% self-performed on the existing business and that new business is going to be lower, but we're at the higher margin business to start out with and then actually come down to the average of the business that you are doing the self-performing.

We've been able to take our self performance, I just call it a learning lesion, when we switched over from 0 roughly around 8%, 8.5% now. Wyatt Carr - Monarch: Okay.

On self performed. Wyatt Carr - Monarch: On self performed?

Yes, the problem we had on sub-contractors is there is no mark up on pass through. We are working our ways to be more involved in the sub-contractor program to gain margin on that. Anyway, you look at we separated revenue less sub-contractors, subcontractors so you can see a truer picture. Wyatt Carr - Monarch: Okay, great. In the Public Financial Services segment, this one of the higher margins portion of the business and I -- it looked like it was somewhat flat in the quarter I mean it was up like 200,000 sequentially?

Yes. Wyatt Carr - Monarch: Go ahead.

We had an accrual for a lawsuit that we’re planning for, of a deductible on the insurance. Wyatt Carr - Monarch: Okay.

It’s in the report and it was in the financial services part. So I… Wyatt Carr - Monarch: Right.

A right square between the eyes that’s where it is. Wyatt Carr - Monarch: Okay.

It’s in the report, isn’t it Stacy?

Yes. Wyatt Carr - Monarch: Okay. And that is and I think you commented that it was -- it's covered by insurance?

With $250,000 deductible, $5 million in insurance, (Technical Difficulty) anything more than that but your question is to why they hit in the downswing in financial services was the accrual of the deductible. Wyatt Carr - Monarch: Okay. And lastly I mean, you’ve done a terrific job I mean your margins now I mean I thought you’re bidding well and getting up to 6.5 now you’re 7 and your goal is to get up to 10%, how realistic is that, how far away is that given that the third quarter is also a strong quarter?

Do you mean if I hit at one quarter or will I meet the quarter after quarter, which question would you like answered? We might hit higher in the third quarter but the fourth might come down, but sustainable we are shooting about 12 months out ahead of us to get sustainable up around 8 or 9, how is that, that’s our plan internally. Wyatt Carr - Monarch: Fantastic. Okay. And I think that pretty much covers it, California rail that was the court order, but also there were some comments in the press recently. And I know that that just gets you into a lot of other business, but can you see some direct things coming out of California Rail possibly in the third quarter?

Not above what we are doing now no. The next two segments that I referred to -- there are four segments, (inaudible) want the first segment, (inaudible) is the team we are on they are bidding a combined segments two and three, it’s about $2 billion award, don’t get excited about that, that’s primarily construction, the engineering portion on 2 billion is generally less than 10%, and our part of that team is generally less than, half goes to disadvantage business above by the time we get down to it, I think I gave you a number if they were to win two and three if we had 10, 12 people on it we would be doing great. Wyatt Carr - Monarch: Super. I think in the first quarter’s call you kind of outlined the roadmap that could get you to 100 million that looks like in top-line, revenues it looks like you are on your way.

If you multiply it by 2, you were pretty close. Wyatt Carr - Monarch: Congratulations, thank you, thanks a lot.

Alright thanks a lot.

Alright. Thanks a lot.

And then (inaudible) of Wedbush has our next question. Jeremy Zhu - Wedbush: This is Jeremy Zhu. Hi Tom, Hi Stacy, great job. The first question is really along Wyatt’s earlier question about the engineering services. Is this just a start of the ramp up or do you see the growth accelerating or this is a pace that you're seeing in the near-future?

I talked to other guys, we’re just starting. We’re not -- things are just starting to get back where there is, we call it new lumber around, you look around, you can actually see something being built, there is a few development, selling lots. Cities are starting to plan check, so it's just starting. Jeremy Zhu - Wedbush: Well, that’s good to hear. That business used to be close to $100 million business. Do you think or we get back to that peak?

No, it peaked at about the high for Willdan before the recession was 76 million. Jeremy Zhu - Wedbush: Right.

You subtract 10 out for financial, that takes you the 66, sales about the peak. Jeremy Zhu - Wedbush: Right. Which is still about 50% more than what you're doing now, right?

Correct. So if we got back and started to grow and that's all we're asking of our people, let’s just get back to where we were before the recession. And that would be an uptake of about 50%. Jeremy Zhu - Wedbush: So, you can see that happen in next couple of years?

Well, it took -- that's not fair Jeremy. The last economic bubble started in 96 and crashed in about the beginning of -- the end of 2006. So, it was a 10 year ramp up on the sub-prime loan. If you look at conventional housing, generally their increase is 3% to 5% nationwide what we saw over that 10 year period. I can't remember the numbers but it was 15%, 20%. So, I am not going to comment, but it’s in our plan another sub-prime -- they’re not planning on another sub-prime loan bubble. So, I don't think we'll drill back as fast as we did that time, with the economy. Jeremy Zhu - Wedbush: Yes.

We need to get ourselves outside of the economy, do different things and win different types of jobs, so we're independent of the economy. And that's we haven't stopped looking at that all. Like that announcement on that that bridge inspection. I mean our bridge group that we started up in near Sacramento; I mean they’ve got a lot of great things on the planning board. So, we can't wait for the economy, Jeremy. We can but we won’t. Jeremy Zhu - Wedbush: Well, it doesn't sound like you are improving revenues despite the economy I guess. Well, second question is staffing, what's your staffing level now and how fast is it ramping up?

Stacy’s got the exact number I think and what has changed since the first of the year?

Hi Jeremy. At the end of the year 2013, we had 534 employees; at the end of June 2014, we had 604 employees, so we had a net change of increase 80 employees. Jeremy Zhu - Wedbush: Okay. I noticed that your facility cost has gone up quarter-over-quarter from the last Q1 to Q2. Does that mean you're taking on more space for the -- come at the FTEs or are you opening new locations?

We are not taking up more…

Facilities from quarter over quarter has decreased. Jeremy Zhu - Wedbush: It is.

Quarter, for Q3, I'm sorry Q2, 2014 facilities was 1.1 and for 2013 it was 1.1 as well. Jeremy Zhu - Wedbush: Yes, I'm talking about quarter over quarter from Q1, 2014 to Q2, 2014?

Q1 2014 was 1.06 and it's gone to 1.1 that small increase is due to a couple of additional new offices. But we are working on reducing space that we have in current offices. And those offices that we have opened are only due to new work in that area. Jeremy Zhu - Wedbush: Understood. Okay. And by the way just I guess a comment on from data side of Wedbush, I guess as a shareholder, would you rather see very cautious about acquisitions and I think would rather see that money dividend in that or employees both on the acquisition.

Is that your side of the Wedbush? Jeremy Zhu - Wedbush: Yes, that's my side Wedbush.

Okay. Jeremy Zhu - Wedbush: Thank you.

Alright. Thanks a lot Jeremy. That's it for questions from me. Alright.

And that does conclude the question and answer session today. So Tom, I'd like to turn our call back over to you for any additional comments.

Okay. Thank you. I would like to thank all of you for participating on our call today and for your continued interest in Willdan. Thanks again and have a great day.

And that does conclude today’s presentation. Thank you for your participation.