Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) November 7, 2024

 

NV5 GLOBAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

001-35849

45-3458017

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

200 South Park Road,

Suite 350

Hollywood,

Florida

33021

(Address of Principal Executive Offices)

(Zip Code)

 

[phone]

(Registrant’s Telephone Number, Including Area Code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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

 

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

 

☐        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

NVEE

The NASDAQ Stock Market

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

    Emerging growth company ☐

 

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

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Item 2.02 Results of Operations and Financial Condition.

 

On November 7, 2024, NV5 Global, Inc. (the “Company”) issued a press release reporting its preliminary unaudited financial results for the third quarter ended September 28, 2024.

Item 7.01 Regulation FD Disclosure.

The information contained in Item 2.02 is incorporated herein by reference.

The information contained in Items 2.02 and Item 7.01 (including Exhibit 99.1) is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the Company’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
99.1			Press Release, dated November 7, 2024

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SIGNATURES

 

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

 

Dated: November 7, 2024

 

						NV5 GLOBAL, INC.
			By:			/s/ Edward Codispoti
			Name: Title:			Edward Codispoti Chief Financial Officer

Exhibit 99.1

NV5 ANNOUNCES PRELIMINARY UNAUDITED RECORD THIRD QUARTER RESULTS

Hollywood, FL – November 7, 2024 – NV5 Global, Inc. (Nasdaq GS: NVEE) ("NV5" or the "Company"), a provider of technology, conformity assessment, consulting solutions, and software applications, today reported preliminary unaudited record financial results for the third quarter ended September 28, 2024.

"NV5 delivered record results in the third quarter in gross revenues and Adjusted EBITDA1, as well as improved profit margins. These results were driven by strong organic growth throughout our operations, and we have now achieved our targeted annual revenue run rate of over $1 billion. NV5 enters the fourth quarter with tailwinds from both a record backlog and substantial industry investments for our services. We anticipate strong growth for the remainder of 2024 and entering the new year," said Dickerson Wright, Executive Chairman of NV5.

Preliminary Unaudited Third Quarter 2024 Results2

Gross revenues in the third quarter of 2024 grew 6% to $250.9 million from $237.5 million in the third quarter of 2023 and our gross profit increased 13% to $129.5 million. This represents a gross margin expansion of 350 basis points to 51.6%.

Net income in the third quarter of 2024 grew 31% to $17.1 million from $13.1 million in the third quarter of 2023. Net income includes $665k of higher interest expense this quarter as a result of higher debt balances, although our net leverage remains low at 1.3x. Our GAAP EPS in the third quarter of 2024 grew 29% to $0.27 per share from $0.21 per share in the third quarter of 2023. Cash flows from operating activities in the third quarter of 2024 grew 145% to $48.9 million from $19.9 million in the third quarter of 2023.

Our Adjusted EBITDA increased 21% to $44.5 million from $36.7 million, and our Adjusted EBITDA margin expanded to 17.7% from 15.4% in the prior year quarter. Our Adjusted EPS1 grew 22% to $0.44 per share compared to $0.36 per share in the third quarter of 2023.

Prior Periods

In the course of preparing the Company’s unaudited consolidated financial statements to be filed as part of Form 10-Q for the quarter ended September 28, 2024, the Company identified out of period project revenue associated with one customer acquired through its February 2023 acquisition of Continental Mapping Acquisition Corp. and its subsidiaries, including Axim Geospatial, LLC (collectively "Axim").

Prior periods presented in this press release have been revised as follows to correct the impact of the out of period revenue based on information currently available:

•For the three months ended September 30, 2023, gross revenues of $239.3 million were overstated by $1.7 million, net income of $13.3 million was overstated by $260k, Diluted GAAP EPS was not impacted, Adjusted EPS of $0.38 per share was overstated by $0.02, and Adjusted EBITDA of $37.8 million was overstated by $1.2 million.

•For the nine months ended September 30, 2023, gross revenues of $646.2 million were overstated by $3.9 million, net income of $34.7 million was overstated by $1.1 million, Diluted GAAP EPS of $0.56 per share was overstated by $0.02, Adjusted EPS of $0.92 per share was overstated by $0.04, and Adjusted EBITDA of $100.5 million was overstated by $3.5 million.

•For the six months ended June 29, 2024, gross revenues of $449.6 million were overstated by $5.8 million, net income of $8.3 million was overstated by $2.8 million, Diluted GAAP EPS of $0.13 per share was overstated by $0.04, Adjusted EPS of $0.48 per share was overstated by $0.06, and Adjusted EBITDA of $67.2 million was overstated by $4.6 million.

There was no impact on cash flows from operating activities in our previously issued Consolidated Statement of Cash Flows in any prior period.

1 Non-GAAP financial measures; see pages 2 and 7 for explanations.

2 Prior periods presented in this press release have been adjusted to correct for the misstatements described in the section above. Unaudited results are based on information currently available to the Company and could differ from the final amounts that the Company ultimately reports in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2024. The Company assumes no obligation and does not intend to update these estimates prior to filing its Form 10-Q for the fiscal quarter ended September 28, 2024.

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Updated Guidance for Full Year 2024

Gross revenues: $939 million to $943 million.

GAAP EPS: $0.48 per share to $0.54 per share (adjusted for 4-1 forward stock split).

Adjusted EPS: $1.15 per share to $1.19 per share (adjusted for 4-1 forward stock split).

Form 12b-25 Extension

The Company plans to file a Form 12b-25, Notification of Late Filing, with the U.S. Securities and Exchange Commission (“SEC”) related to the Form 10-Q for the quarter ended September 28, 2024. The Company is working to finalize its financial statements and currently intends to file its Form 10-Q by November 12, 2024, the end of the 5-day extension period.

Use of Non-GAAP Financial Measures; Comparability of Certain Measures

Earnings before interest, taxes, depreciation, and amortization (“EBITDA”) is not a measure of financial performance under GAAP. Adjusted EBITDA reflects adjustments to EBITDA to eliminate stock-based compensation expense and acquisition-related costs. Management believes adjusted EBITDA, in addition to operating profit, Net Income, and other GAAP measures, is a useful indicator of our financial and operating performance and our ability to generate cash flows from operations that are available for taxes, capital expenditures, and debt service. A reconciliation of Net Income, as reported in accordance with GAAP, to adjusted EBITDA is provided at the end of this news release.

Adjusted earnings per diluted share (“Adjusted EPS”) is not a measure of financial performance under GAAP. Adjusted EPS reflects adjustments to reported diluted earnings per share (“GAAP EPS”) to eliminate amortization expense of intangible assets from acquisitions and acquisition-related costs, net of tax benefits. As we continue our acquisition strategy, the growth in Adjusted EPS may increase at a greater rate than GAAP EPS. A reconciliation of GAAP EPS to Adjusted EPS is provided at the end of this news release.

Our definition of Adjusted EBITDA and Adjusted EPS may differ from other companies reporting similarly named measures. These measures should be considered in addition to, and not as a substitute for, or superior to, other measures of financial performance prepared in accordance with GAAP, such as Net Income, and Diluted Earnings per Share. In addition, when presenting forward-looking non-GAAP metrics, we are unable to provide quantitative reconciliations to the most closely correlated GAAP measure due to the uncertainty in the timing, amount or nature of any adjustments, which could be material in any period.

Conference Call 

 

NV5 will host a conference call to discuss its third quarter 2024 financial results at 4:30 p.m. (Eastern Time) on November 7, 2024. The accompanying presentation for the call is available by visiting http://ir.nv5.com.

Date:    Thursday, November 7, 2024

Time:    4:30 p.m. Eastern

Toll-free dial-in number:    [phone]

International dial-in number:    [phone]

Conference ID:    2719957

Webcast:    http://ir.nv5.com

  

Please dial-in at least 5-10 minutes prior to the start time to allow the operator to log your name and connect you to the conference.

 

The conference call will be webcast live and available for replay via the “Investors” section of the NV5 website.

About NV5

 

NV5 Global, Inc. (NASDAQ GS: NVEE) is a provider of technology, conformity assessment, consulting solutions, and software applications for public and private sector clients supporting sustainable infrastructure, utility, and building assets and systems. The Company focuses on multiple verticals: construction quality assurance, infrastructure engineering, utility services, buildings & technology, environmental health sciences, and geospatial technology services to deliver innovative, sustainable

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solutions to complex issues and improve lives in our communities. NV5 operates out of more than 100 offices nationwide and internationally. For additional information, please visit the Company’s website at www.NV5.com. Also, visit the Company on LinkedIn, Twitter, Facebook, and Instagram.

Forward-Looking Statements

 

This news release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained in this news release and on the conference call. Such factors include: (a) changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations, or policies; and (e) the “Risk Factors” set forth in the Company’s most recent SEC filings. All forward-looking statements are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such statements, except as required by law.

 

Investor Relations Contact

 

NV5 Global, Inc.

Jack Cochran

Vice President, Marketing & Investor Relations

Tel: [phone]

Email: [e-mail]

 

Source: NV5 Global, Inc.

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NV5 GLOBAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED) 

(in thousands, except share data)

			September 28, 2024						December 30, 2023
Assets
Current assets:
Cash and cash equivalents			$	73,257					$	44,824
Billed receivables, net			164,406						152,593
Unbilled receivables, net			143,274						111,304
Prepaid expenses and other current assets			18,185						18,376
Total current assets			399,122						327,097
Property and equipment, net			56,386						50,268
Right-of-use lease assets, net			33,743						36,836
Intangible assets, net			210,967						210,659
Goodwill			569,994						549,798
Deferred income tax assets, net			20,296						6,388
Other assets			2,695						3,149
Total Assets			$	1,293,203					$	1,184,195
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable			$	72,194					$	54,397
Accrued liabilities			52,525						47,526
Billings in excess of costs and estimated earnings on uncompleted contracts			56,082						59,373
Other current liabilities			2,746						2,263
Current portion of contingent consideration			2,653						3,922
Current portion of notes payable and other obligations			8,627						9,267
Total current liabilities			194,827						176,748
Contingent consideration, less current portion			2,970						143
Other long-term liabilities			23,973						26,930
Notes payable and other obligations, less current portion			248,432						205,468
Total liabilities			470,202						409,289
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding			—						—
Common stock, $0.01 par value; 180,000,000 shares authorized, 65,155,904 and 63,581,020 shares issued and outstanding as of September 28, 2024 and December 30, 2023, respectively			652						636
Additional paid-in capital			532,638						507,779
Accumulated other comprehensive income (loss)			653						(18)
Retained earnings			289,058						266,509
Total stockholders’ equity			823,001						774,906
Total liabilities and stockholders’ equity			$	1,293,203					$	1,184,195

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NV5 GLOBAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME

(UNAUDITED)

(in thousands, except share data)

			Three Months Ended												Nine Months Ended
			September 28, 2024						September 30, 2023						September 28, 2024						September 30, 2023
Gross revenues			$	250,885					$	237,545					$	694,750					$	642,301
Direct costs:
Salaries and wages			60,574						56,853						178,419						162,316
Sub-consultant services			46,910						44,960						114,324						112,367
Other direct costs			13,891						21,468						40,964						49,357
Total direct costs			121,375						123,281						333,707						324,040
Gross profit			129,510						114,264						361,043						318,261
Operating expenses:
Salaries and wages, payroll taxes, and benefits			66,922						60,262						200,466						171,883
General and administrative			20,897						20,257						64,320						49,728
Facilities and facilities related			5,873						6,011						17,869						17,208
Depreciation and amortization			15,303						12,981						44,745						36,371
Total operating expenses			108,995						99,511						327,400						275,190
Income from operations			20,515						14,753						33,643						43,071
Interest expense			(4,547)						(3,882)						(13,344)						(9,111)
Income before income tax benefit (expense)			15,968						10,871						20,299						33,960
Income tax benefit (expense)			1,110						2,185						2,250						(382)
Net income			$	17,078					$	13,056					$	22,549					$	33,578
Earnings per share:
Basic			$	0.28					$	0.21					$	0.37					$	0.56
Diluted			$	0.27					$	0.21					$	0.36					$	0.54
Weighted average common shares outstanding:
Basic			61,982,888						60,840,402						61,500,930						60,143,591
Diluted			63,042,962						61,991,348						62,769,575						61,794,767
Comprehensive income:
Net income			$	17,078					$	13,056					$	22,549					$	33,578
Foreign currency translation income (loss), net of tax			1,348						(421)						671						(612)
Comprehensive income			$	18,426					$	12,635					$	23,220					$	32,966

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NV5 GLOBAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

			Nine Months Ended
			September 28, 2024						September 30, 2023
Cash flows from operating activities:
Net income			$	22,549					$	33,578
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			49,289						40,443
Non-cash lease expense			9,516						10,346
Provision for doubtful accounts			1,072						940
Stock-based compensation			19,943						16,504
Change in fair value of contingent consideration			—						(7,518)
Gain on disposals of property and equipment			(653)						(633)
Other			296						—
Deferred income taxes			(14,038)						(25,861)
Amortization of debt issuance costs			556						573
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables			(9,247)						(6,364)
Unbilled receivables			(28,930)						(26,902)
Prepaid expenses and other assets			3,029						1,944
Accounts payable			15,199						3,386
Accrued liabilities and other long-term liabilities			(6,063)						1,329
Billings in excess of costs and estimated earnings on uncompleted contracts			(4,438)						4,288
Contingent consideration			(1,455)						(1,307)
Other current liabilities			486						689
Net cash provided by operating activities			57,111						45,435
Cash flows from investing activities:
Cash paid for acquisitions (net of cash received from acquisitions)			(54,347)						(189,109)
Proceeds from sale of assets			270						295
Purchase of property and equipment			(13,410)						(14,257)
Net cash used in investing activities			(67,487)						(203,071)
Cash flows from financing activities:
Borrowings from Senior Credit Facility			58,000						188,000
Payments on notes payable and other obligations			(6,122)						(6,399)
Payments of contingent consideration			(1,585)						(793)
Payments of borrowings from Senior Credit Facility			(12,000)						(15,000)
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation			—						(81)
Net cash provided by financing activities			38,293						165,727
Effect of exchange rate changes on cash and cash equivalents			516						(193)
Net increase in cash and cash equivalents			28,433						7,898
Cash and cash equivalents – beginning of period			44,824						38,541
Cash and cash equivalents – end of period			$	73,257					$	46,439

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NV5 GLOBAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

TO COMPARABLE GAAP FINANCIAL MEASURES

(UNAUDITED)

(in thousands, except share data)

RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA

						Three Months Ended												Nine Months Ended
						September 28, 2024						September 30, 2023						September 28, 2024						September 30, 2023
Net Income						$	17,078					$	13,056					$	22,549					$	33,578
Add:			Interest expense			4,547						3,882						13,344						9,111
			Income tax (benefit) expense			(1,110)						(2,185)						(2,250)						382
			Depreciation and amortization			16,761						14,434						49,289						40,443
			Stock-based compensation			5,955						5,777						19,943						16,504
			Acquisition-related costs*			1,299						1,702						4,315						(2,959)
Adjusted EBITDA						$	44,530					$	36,666					$	107,190					$	97,059

* Acquisition-related costs include contingent consideration fair value adjustments.

RECONCILIATION OF GAAP EPS TO ADJUSTED EPS

						Three Months Ended												Nine Months Ended
						September 28, 2024						September 30, 2023						September 28, 2024						September 30, 2023
Net Income - per diluted share						$	0.27					$	0.21					$	0.36					$	0.54
Per diluted share adjustments:
Add:			Amortization expense of intangible assets and acquisition-related costs			0.22						0.20						0.66						0.47
			Income tax expense			(0.05)						(0.05)						(0.16)						(0.13)
Adjusted EPS						$	0.44					$	0.36					$	0.86					$	0.88

Document and Entity Information Document	Nov. 07, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 07, 2024
Entity Registrant Name	NV5 GLOBAL, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35849
Entity Tax Identification Number	45-3458017
Entity Address, Address Line One	200 South Park Road,
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	Hollywood,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33021
City Area Code	954
Local Phone Number	495-2112
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	NVEE
Security Exchange Name	NASDAQ
Entity Central Index Key	0001532961
Amendment Flag	false

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