We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
NV5 Global Inc | NASDAQ:NVEE | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.61 | 0.65% | 93.79 | 90.94 | 96.68 | 94.13 | 92.83 | 93.99 | 67,831 | 01:00:00 |
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
45-3458017
|
||
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
||
|
|
|
||
200 South Park Road,
|
Suite 350
|
|
33021
|
|
Hollywood,
|
Florida
|
|
(Zip Code)
|
|
(Address of principal executive offices)
|
|
|
|
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
|
Large accelerated filer
|
☐
|
Accelerated Filer
|
x
|
|
|
|
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
|
|
|
Page
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
31,425
|
|
|
$
|
40,739
|
|
Billed receivables, net
|
109,590
|
|
|
98,324
|
|
||
Unbilled receivables, net
|
53,818
|
|
|
43,411
|
|
||
Prepaid expenses and other current assets
|
9,198
|
|
|
2,582
|
|
||
Total current assets
|
204,031
|
|
|
185,056
|
|
||
Property and equipment, net
|
12,349
|
|
|
11,677
|
|
||
Right-of-use lease asset, net
|
42,366
|
|
|
—
|
|
||
Intangible assets, net
|
100,688
|
|
|
99,756
|
|
||
Goodwill
|
158,423
|
|
|
140,930
|
|
||
Other assets
|
2,886
|
|
|
2,002
|
|
||
Total Assets
|
520,743
|
|
|
$
|
439,421
|
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
23,082
|
|
|
$
|
22,588
|
|
Accrued liabilities
|
33,654
|
|
|
20,853
|
|
||
Income taxes payable
|
—
|
|
|
2,697
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
2,241
|
|
|
7,625
|
|
||
Client deposits
|
276
|
|
|
208
|
|
||
Current portion of contingent consideration
|
3,351
|
|
|
1,845
|
|
||
Current portion of notes payable and other obligations
|
17,578
|
|
|
17,139
|
|
||
Total current liabilities
|
80,182
|
|
|
72,955
|
|
||
Contingent consideration, less current portion
|
2,195
|
|
|
2,853
|
|
||
Long-term lease liability
|
32,781
|
|
|
—
|
|
||
Notes payable and other obligations, less current portion
|
40,638
|
|
|
29,847
|
|
||
Deferred income tax liabilities, net
|
16,881
|
|
|
16,224
|
|
||
Total liabilities
|
172,676
|
|
|
121,879
|
|
||
|
|
|
|
||||
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; 45,000,000 shares authorized, 12,818,919 and 12,550,711 shares issued and outstanding as of September 28, 2019 and December 29, 2018, respectively
|
128
|
|
|
126
|
|
||
Additional paid-in capital
|
246,869
|
|
|
236,525
|
|
||
Retained earnings
|
101,070
|
|
|
80,891
|
|
||
Total stockholders’ equity
|
348,067
|
|
|
317,542
|
|
||
Total liabilities and stockholders’ equity
|
$
|
520,743
|
|
|
$
|
439,421
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 28,
2019 |
|
September 29,
2018 |
|
September 28,
2019 |
|
September 29,
2018 |
||||||||
Gross revenues
|
$
|
131,032
|
|
|
$
|
104,185
|
|
|
$
|
376,340
|
|
|
$
|
302,737
|
|
|
|
|
|
|
|
|
|
||||||||
Direct costs (excluding depreciation and amortization):
|
|
|
|
|
|
|
|
||||||||
Salaries and wages
|
40,426
|
|
|
34,475
|
|
|
113,762
|
|
|
98,542
|
|
||||
Sub-consultant services
|
19,972
|
|
|
14,989
|
|
|
56,969
|
|
|
43,349
|
|
||||
Other direct costs
|
7,139
|
|
|
4,747
|
|
|
25,244
|
|
|
13,539
|
|
||||
Total direct costs
|
67,536
|
|
|
54,211
|
|
|
195,975
|
|
|
155,430
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross Profit
|
63,496
|
|
|
49,974
|
|
|
180,365
|
|
|
147,307
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Salaries and wages, payroll taxes and benefits
|
33,428
|
|
|
24,897
|
|
|
93,431
|
|
|
76,122
|
|
||||
General and administrative
|
11,028
|
|
|
7,556
|
|
|
30,786
|
|
|
23,348
|
|
||||
Facilities and facilities related
|
4,664
|
|
|
3,490
|
|
|
12,407
|
|
|
10,552
|
|
||||
Depreciation and amortization
|
6,551
|
|
|
4,057
|
|
|
18,908
|
|
|
11,660
|
|
||||
Total operating expenses
|
55,671
|
|
|
40,000
|
|
|
155,533
|
|
|
121,682
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
7,825
|
|
|
9,974
|
|
|
24,832
|
|
|
25,625
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(421
|
)
|
|
(451
|
)
|
|
(1,230
|
)
|
|
(1,712
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income tax expense
|
7,403
|
|
|
9,523
|
|
|
23,602
|
|
|
23,913
|
|
||||
Income tax expense
|
(1,560
|
)
|
|
(2,238
|
)
|
|
(3,422
|
)
|
|
(4,716
|
)
|
||||
Net Income and Comprehensive Income
|
$
|
5,843
|
|
|
$
|
7,285
|
|
|
$
|
20,180
|
|
|
$
|
19,197
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.48
|
|
|
$
|
0.65
|
|
|
$
|
1.67
|
|
|
$
|
1.80
|
|
Diluted
|
$
|
0.46
|
|
|
$
|
0.62
|
|
|
$
|
1.62
|
|
|
$
|
1.71
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
12,191,405
|
|
|
11,256,946
|
|
|
12,086,588
|
|
|
10,686,040
|
|
||||
Diluted
|
12,566,966
|
|
|
11,701,394
|
|
|
12,485,049
|
|
|
11,205,748
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
|
|||||||||||
|
Shares
|
|
Amount
|
|
|
|
Total
|
|||||||||||
Balance, June 30, 2018
|
11,129,082
|
|
|
$
|
111
|
|
|
$
|
131,746
|
|
|
$
|
65,947
|
|
|
$
|
197,804
|
|
Stock compensation
|
—
|
|
|
—
|
|
|
1,902
|
|
|
—
|
|
|
1,902
|
|
||||
Restricted stock issuance, net
|
25,672
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Stock issuance for acquisitions
|
37,146
|
|
|
—
|
|
|
2,886
|
|
|
—
|
|
|
2,886
|
|
||||
Proceeds from secondary offering, net of costs
|
1,270,000
|
|
|
13
|
|
|
93,456
|
|
|
—
|
|
|
93,469
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
7,285
|
|
|
7,285
|
|
||||
Balance, September 29, 2018
|
12,461,900
|
|
|
$
|
125
|
|
|
$
|
229,989
|
|
|
$
|
73,232
|
|
|
$
|
303,346
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, June 29, 2019
|
12,657,841
|
|
|
$
|
127
|
|
|
$
|
243,646
|
|
|
$
|
95,228
|
|
|
$
|
339,001
|
|
Stock compensation
|
—
|
|
|
—
|
|
|
2,819
|
|
|
—
|
|
|
2,819
|
|
||||
Restricted stock issuance, net
|
155,307
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Stock issuance for acquisitions
|
5,771
|
|
|
—
|
|
|
403
|
|
|
—
|
|
|
403
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
5,843
|
|
|
5,843
|
|
||||
Balance, September 28, 2019
|
12,818,919
|
|
|
$
|
128
|
|
|
$
|
246,869
|
|
|
$
|
101,070
|
|
|
$
|
348,067
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
|
|||||||||||
|
Shares
|
|
Amount
|
|
|
|
Total
|
|||||||||||
Balance, December 30, 2017
|
10,834,770
|
|
|
$
|
108
|
|
|
$
|
125,954
|
|
|
$
|
54,035
|
|
|
$
|
180,097
|
|
Stock compensation
|
—
|
|
|
—
|
|
|
4,541
|
|
|
—
|
|
|
4,541
|
|
||||
Restricted stock issuance, net
|
144,118
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Stock issuance for acquisitions
|
73,012
|
|
|
1
|
|
|
4,949
|
|
|
—
|
|
|
4,950
|
|
||||
Proceeds from secondary offering, net of costs
|
1,270,000
|
|
|
13
|
|
|
93,456
|
|
|
—
|
|
|
93,469
|
|
||||
Proceeds from exercise of warrants, net of costs
|
140,000
|
|
|
1
|
|
|
1,091
|
|
|
—
|
|
|
1,092
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
19,197
|
|
|
19,197
|
|
||||
Balance, September 29, 2018
|
12,461,900
|
|
|
$
|
125
|
|
|
$
|
229,989
|
|
|
$
|
73,232
|
|
|
$
|
303,346
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance, December 29, 2018
|
12,550,711
|
|
|
$
|
126
|
|
|
$
|
236,525
|
|
|
$
|
80,891
|
|
|
$
|
317,542
|
|
Stock compensation
|
—
|
|
|
—
|
|
|
6,989
|
|
|
|
|
|
6,989
|
|
||||
Restricted stock issuance, net
|
215,431
|
|
|
2
|
|
|
(2
|
)
|
|
|
|
|
—
|
|
||||
Stock issuance for acquisitions
|
41,592
|
|
|
—
|
|
|
2,632
|
|
|
|
|
|
2,632
|
|
||||
Payment of contingent consideration with common stock
|
11,185
|
|
|
—
|
|
|
725
|
|
|
|
|
|
725
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
20,180
|
|
|
20,180
|
|
||||
Balance, September 28, 2019
|
12,818,919
|
|
|
$
|
128
|
|
|
$
|
246,869
|
|
|
$
|
101,070
|
|
|
$
|
348,067
|
|
|
Nine Months Ended
|
||||||
|
September 28, 2019
|
|
September 29, 2018
|
||||
Cash Flows From Operating Activities:
|
|
|
|
||||
Net income
|
$
|
20,180
|
|
|
$
|
19,197
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
18,908
|
|
|
11,660
|
|
||
Non-cash lease expense
|
6,770
|
|
|
—
|
|
||
Provision for doubtful accounts
|
1,725
|
|
|
843
|
|
||
Stock based compensation
|
6,989
|
|
|
4,541
|
|
||
Change in fair value of contingent consideration
|
49
|
|
|
267
|
|
||
Gain on disposals of property and equipment
|
(48
|
)
|
|
—
|
|
||
Deferred income taxes
|
(3,839
|
)
|
|
564
|
|
||
Changes in operating assets and liabilities, net of impact of acquisitions:
|
|
|
|
||||
Billed receivables
|
508
|
|
|
(6,396
|
)
|
||
Unbilled receivables
|
(4,490
|
)
|
|
(3,759
|
)
|
||
Prepaid expenses and other assets
|
(5,279
|
)
|
|
819
|
|
||
Accounts payable
|
(2,053
|
)
|
|
(679
|
)
|
||
Accrued liabilities
|
(9,170
|
)
|
|
(3,259
|
)
|
||
Income taxes payable
|
(2,789
|
)
|
|
(6,713
|
)
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
(5,972
|
)
|
|
485
|
|
||
Deposits
|
68
|
|
|
—
|
|
||
Net cash provided by operating activities
|
21,557
|
|
|
17,570
|
|
||
|
|
|
|
||||
Cash Flows From Investing Activities:
|
|
|
|
||||
Cash paid for acquisitions (net of cash received from acquisitions)
|
(29,365
|
)
|
|
(28,460
|
)
|
||
Purchase of property and equipment
|
(1,810
|
)
|
|
(1,582
|
)
|
||
Net cash used in investing activities
|
(31,175
|
)
|
|
(30,042
|
)
|
||
|
|
|
|
||||
Cash Flows From Financing Activities:
|
|
|
|
||||
Proceeds from secondary offering
|
—
|
|
|
93,469
|
|
||
Borrowings from Senior Credit Facility
|
10,000
|
|
|
—
|
|
||
Payments on notes payable
|
(8,483
|
)
|
|
(7,410
|
)
|
||
Payments of contingent consideration
|
(1,213
|
)
|
|
(728
|
)
|
||
Proceeds from exercise of unit warrant
|
—
|
|
|
1,092
|
|
||
Payments of borrowings from Senior Credit Facility
|
—
|
|
|
(36,500
|
)
|
||
Net cash provided by financing activities
|
304
|
|
|
49,923
|
|
||
|
|
|
|
||||
|
|
|
|
||||
Net (decrease) increase in Cash and Cash Equivalents
|
(9,314
|
)
|
|
37,451
|
|
||
Cash and cash equivalents – beginning of period
|
40,739
|
|
|
18,751
|
|
||
Cash and cash equivalents – end of period
|
$
|
31,425
|
|
|
$
|
56,202
|
|
|
Nine Months Ended
|
||||||
|
September 28, 2019
|
|
September 29, 2018
|
||||
Non-cash investing and financing activities:
|
|
|
|
||||
Contingent consideration (earn-out)
|
$
|
2,570
|
|
|
$
|
1,565
|
|
Notes payable and other obligations issued for acquisitions
|
$
|
10,044
|
|
|
$
|
8,356
|
|
Stock issuance for acquisitions
|
$
|
2,632
|
|
|
$
|
4,950
|
|
Capital leases
|
$
|
769
|
|
|
$
|
2,878
|
|
●
|
Infrastructure, engineering and support
|
●
|
Management oversight
|
●
|
Construction quality assurance, testing and inspection
|
●
|
Permitting
|
●
|
Program management
|
●
|
Inspection and field supervision
|
●
|
Energy
|
●
|
Testing inspection and certification
|
●
|
Environmental
|
●
|
Forensic engineering
|
●
|
Planning
|
●
|
Litigation support
|
●
|
Design
|
●
|
Condition assessment
|
●
|
Consulting
|
●
|
Compliance certification
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 28,
2019 |
|
September 29,
2018 |
|
September 28,
2019 |
|
September 29,
2018 |
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income – basic and diluted
|
$
|
5,843
|
|
|
$
|
7,285
|
|
|
$
|
20,180
|
|
|
$
|
19,197
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
12,191,405
|
|
|
11,256,946
|
|
|
12,086,588
|
|
|
10,686,040
|
|
||||
Effect of dilutive non-vested restricted shares and units
|
308,240
|
|
|
381,250
|
|
|
325,219
|
|
|
396,577
|
|
||||
Effect of issuable shares related to acquisitions
|
67,321
|
|
|
63,198
|
|
|
73,242
|
|
|
88,594
|
|
||||
Effect of warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
34,537
|
|
||||
Diluted weighted average shares outstanding
|
12,566,966
|
|
|
11,701,394
|
|
|
12,485,049
|
|
|
11,205,748
|
|
|
2019
|
|
2018
|
||||
Cash
|
$
|
75
|
|
|
$
|
345
|
|
Billed and unbilled receivables, net
|
19,417
|
|
|
20,999
|
|
||
Property and equipment
|
1,580
|
|
|
3,122
|
|
||
Prepaid expenses
|
2,056
|
|
|
589
|
|
||
Other assets
|
164
|
|
|
83
|
|
||
Intangible assets:
|
|
|
|
||||
Customer relationships
|
12,839
|
|
|
32,267
|
|
||
Trade name
|
910
|
|
|
2,479
|
|
||
Customer backlog
|
852
|
|
|
8,007
|
|
||
Non-compete
|
1,647
|
|
|
4,306
|
|
||
Total Assets
|
39,540
|
|
|
72,197
|
|
||
Liabilities
|
(9,263
|
)
|
|
(11,589
|
)
|
||
Deferred tax liabilities
|
(4,495
|
)
|
|
(8,903
|
)
|
||
Net assets acquired
|
$
|
25,782
|
|
|
$
|
51,705
|
|
|
|
|
|
||||
Consideration paid (Cash, Notes and/or stock)
|
$
|
42,898
|
|
|
$
|
90,516
|
|
Contingent earn-out liability (Cash and stock)
|
2,570
|
|
|
3,112
|
|
||
Total Consideration
|
$
|
45,468
|
|
|
$
|
93,628
|
|
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)
|
$
|
19,686
|
|
|
$
|
41,923
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Gross Revenues
|
$
|
16,537
|
|
|
$
|
4,984
|
|
|
$
|
22,229
|
|
|
$
|
11,374
|
|
Income before income taxes
|
$
|
1,272
|
|
|
$
|
1,356
|
|
|
$
|
2,211
|
|
|
$
|
2,008
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Gross revenues
|
$
|
131,032
|
|
|
$
|
141,249
|
|
|
$
|
403,162
|
|
|
$
|
417,672
|
|
Net income
|
$
|
5,843
|
|
|
$
|
9,526
|
|
|
$
|
19,407
|
|
|
$
|
24,550
|
|
Basic earnings per share
|
$
|
0.48
|
|
|
$
|
0.84
|
|
|
$
|
1.61
|
|
|
$
|
2.28
|
|
Diluted earnings per share
|
$
|
0.46
|
|
|
$
|
0.81
|
|
|
$
|
1.55
|
|
|
$
|
2.18
|
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Billed receivables
|
$
|
114,148
|
|
|
$
|
101,482
|
|
Less: allowance for doubtful accounts
|
(4,557
|
)
|
|
(3,158
|
)
|
||
Billed receivables, net
|
$
|
109,590
|
|
|
$
|
98,324
|
|
|
|
|
|
||||
Unbilled receivables
|
$
|
55,206
|
|
|
$
|
44,799
|
|
Less: allowance for doubtful accounts
|
(1,388
|
)
|
|
(1,388
|
)
|
||
Unbilled receivables, net
|
$
|
53,818
|
|
|
$
|
43,411
|
|
|
September 28, 2019
|
|
December 29, 2018
|
|
|||
Office furniture and equipment
|
$
|
2,877
|
|
|
$
|
2,328
|
|
Computer equipment
|
12,382
|
|
|
11,640
|
|
||
Survey and field equipment
|
6,388
|
|
|
5,526
|
|
||
Leasehold improvements
|
3,981
|
|
|
2,541
|
|
||
|
25,628
|
|
|
22,035
|
|
||
Accumulated depreciation
|
(13,279
|
)
|
|
(10,358
|
)
|
||
|
$
|
12,349
|
|
|
$
|
11,677
|
|
|
Nine Months Ended
|
||||||||||||||
|
December 29, 2018
|
|
2019 Acquisitions
|
|
Disposed/Adjustments
|
|
September 28, 2019
|
||||||||
INF
|
$
|
69,255
|
|
|
$
|
13,797
|
|
|
$
|
(2,193
|
)
|
|
$
|
80,859
|
|
BTS
|
71,675
|
|
|
5,889
|
|
|
—
|
|
|
77,564
|
|
||||
Total
|
$
|
140,930
|
|
|
$
|
19,686
|
|
|
$
|
(2,193
|
)
|
|
$
|
158,423
|
|
|
September 28, 2019
|
|
December 29, 2018
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated Amortization
|
|
Net
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated Amortization
|
|
Net
Amount
|
||||||||||||
Customer relationships (1)
|
$
|
113,794
|
|
|
$
|
(26,434
|
)
|
|
$
|
87,360
|
|
|
$
|
100,956
|
|
|
$
|
(18,724
|
)
|
|
$
|
82,232
|
|
Trade name (2)
|
9,798
|
|
|
(8,084
|
)
|
|
1,714
|
|
|
8,888
|
|
|
(6,469
|
)
|
|
2,419
|
|
||||||
Customer backlog (1)
|
16,853
|
|
|
(10,966
|
)
|
|
5,887
|
|
|
16,000
|
|
|
(6,730
|
)
|
|
9,270
|
|
||||||
Favorable lease (3)
|
553
|
|
|
(233
|
)
|
|
320
|
|
|
552
|
|
|
(197
|
)
|
|
355
|
|
||||||
Non-compete (4)
|
10,201
|
|
|
(4,794
|
)
|
|
5,407
|
|
|
8,554
|
|
|
(3,074
|
)
|
|
5,480
|
|
||||||
Total
|
$
|
151,199
|
|
|
$
|
(50,511
|
)
|
|
$
|
100,688
|
|
|
$
|
134,950
|
|
|
$
|
(35,194
|
)
|
|
$
|
99,756
|
|
(1)
|
Amortized on a straight-line basis over estimated lives (1 to 10 years)
|
(2)
|
Amortized on a straight-line basis over their estimated lives (1 to 3 years)
|
(3)
|
Amortized on a straight-line basis over the remaining lease term of 9 years
|
(4)
|
Amortized on a straight-line basis over their contractual lives (4 to 5 years)
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Accrued lease liability
|
$
|
10,768
|
|
|
$
|
—
|
|
Accrued vacation
|
9,958
|
|
|
7,994
|
|
||
Payroll and related taxes
|
5,383
|
|
|
8,136
|
|
||
Benefits
|
1,708
|
|
|
1,598
|
|
||
Unrecognized tax benefits
|
878
|
|
|
548
|
|
||
Professional liability reserve
|
1,168
|
|
|
157
|
|
||
Deferred rent
|
—
|
|
|
779
|
|
||
Other
|
3,791
|
|
|
1,641
|
|
||
Total
|
$
|
33,654
|
|
|
$
|
20,853
|
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Other obligations
|
$
|
3,774
|
|
|
$
|
4,893
|
|
Uncollateralized promissory notes
|
41,765
|
|
|
40,001
|
|
||
Senior credit facility
|
10,000
|
|
—
|
|
|||
Capital leases
|
2,676
|
|
|
2,092
|
|
||
Total notes payable and other obligations
|
58,215
|
|
|
46,986
|
|
||
Current portion of notes payable and other obligations
|
(17,578
|
)
|
|
(17,139
|
)
|
||
Notes payable and other obligations, less current portion
|
40,638
|
|
29,847
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Contingent consideration, beginning of the year
|
$
|
4,698
|
|
|
$
|
1,890
|
|
Additions for acquisitions
|
2,737
|
|
|
3,112
|
|
||
Reduction of liability for payments made
|
(1,938
|
)
|
|
(728
|
)
|
||
Increase of liability related to re-measurement of fair value
|
49
|
|
|
424
|
|
||
Total contingent consideration, end of the period
|
5,546
|
|
|
4,698
|
|
||
Current portion of contingent consideration
|
(3,351
|
)
|
|
(1,845
|
)
|
||
Contingent consideration, less current portion
|
$
|
2,195
|
|
|
$
|
2,853
|
|
|
Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units
|
|
Weighted Average
Grant Date Fair
Value
|
|||
December 29, 2018
|
626,911
|
|
$
|
39.81
|
|
|
Granted
|
248,694
|
|
$
|
72.98
|
|
|
Vested
|
(204,655)
|
|
$
|
20.24
|
|
|
Forfeited
|
(35,263)
|
|
$
|
51.84
|
|
|
September 28, 2019
|
635,687
|
|
|
$
|
58.42
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Gross revenues
|
|
|
|
|
|
|
|
||||||||
INF
|
$
|
89,035
|
|
|
$
|
64,053
|
|
|
$
|
250,354
|
|
|
$
|
180,611
|
|
BTS
|
43,060
|
|
|
41,441
|
|
|
128,706
|
|
|
125,344
|
|
||||
Elimination of inter- segment revenues
|
(1,063
|
)
|
|
(1,309
|
)
|
|
(2,720
|
)
|
|
(3,218
|
)
|
||||
Total gross revenues
|
$
|
131,032
|
|
|
$
|
104,185
|
|
|
$
|
376,340
|
|
|
$
|
302,737
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Segment income before taxes
|
|
|
|
|
|
|
|
||||||||
INF
|
$
|
14,008
|
|
|
$
|
11,108
|
|
|
$
|
41,273
|
|
|
$
|
28,951
|
|
BTS
|
6,871
|
|
|
7,236
|
|
|
20,287
|
|
|
21,069
|
|
||||
Total Segment income before taxes
|
20,879
|
|
|
18,344
|
|
|
61,560
|
|
|
50,020
|
|
||||
Corporate (1)
|
(13,476
|
)
|
|
(8,821
|
)
|
|
(37,958
|
)
|
|
(26,107
|
)
|
||||
Total income before taxes
|
$
|
7,403
|
|
|
$
|
9,523
|
|
|
$
|
23,602
|
|
|
$
|
23,913
|
|
(1)
|
Includes amortization of intangibles of $5,234 and 15,317 for the three and nine months ended September 28, 2019, respectively and $2,980 and $8,549 for the three and nine months ended September 29, 2018, respectively.
|
|
Three Months Ended September 28, 2019
|
|
Nine Months Ended September 28, 2019
|
||||||||||||||||||||
|
INF
|
|
BTS
|
|
Total
|
|
INF
|
|
BTS
|
|
Total
|
||||||||||||
Gross revenues by Geographic Location
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States
|
$
|
87,572
|
|
|
$
|
41,872
|
|
|
$
|
129,444
|
|
|
$
|
247,634
|
|
|
$
|
121,829
|
|
|
$
|
369,463
|
|
Foreign
|
—
|
|
|
1,588
|
|
|
1,588
|
|
|
—
|
|
|
6,877
|
|
|
6,877
|
|
||||||
Total gross revenues
|
$
|
87,572
|
|
|
$
|
43,460
|
|
|
$
|
131,032
|
|
|
$
|
247,634
|
|
|
$
|
128,706
|
|
|
$
|
376,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Three Months Ended September 29, 2018
|
|
Nine Months Ended September 29, 2018
|
||||||||||||||||||||
|
INF
|
|
BTS
|
|
Total
|
|
INF
|
|
BTS
|
|
Total
|
||||||||||||
Gross revenues by Geographic Location
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
United States
|
$
|
63,514
|
|
|
$
|
38,678
|
|
|
$
|
102,192
|
|
|
$
|
178,531
|
|
|
$
|
115,371
|
|
|
$
|
293,902
|
|
Foreign
|
—
|
|
|
1,993
|
|
|
1,993
|
|
|
—
|
|
|
8,835
|
|
|
8,835
|
|
||||||
Total gross revenues
|
$
|
63,514
|
|
|
$
|
40,671
|
|
|
$
|
104,185
|
|
|
$
|
178,531
|
|
|
$
|
124,206
|
|
|
$
|
302,737
|
|
|
Three Months Ended September 28, 2019
|
|
Nine Months Ended September 28, 2019
|
||||||||||||||||||||
|
INF
|
|
BTS
|
|
Total
|
|
INF
|
|
BTS
|
|
Total
|
||||||||||||
Gross revenues by Customer
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Public and quasi-public sector
|
$
|
69,297
|
|
|
$
|
17,899
|
|
|
$
|
87,196
|
|
|
$
|
209,837
|
|
|
$
|
50,471
|
|
|
$
|
260,308
|
|
Private sector
|
18,275
|
|
|
25,561
|
|
|
43,836
|
|
|
37,797
|
|
|
78,235
|
|
|
116,032
|
|
||||||
Total gross revenues
|
$
|
87,572
|
|
|
$
|
43,460
|
|
|
$
|
131,032
|
|
|
$
|
247,634
|
|
|
$
|
128,706
|
|
|
$
|
376,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Three Months Ended September 29, 2018
|
|
Nine Months Ended September 29, 2018
|
||||||||||||||||||||
|
INF
|
|
BTS
|
|
Total
|
|
INF
|
|
BTS
|
|
Total
|
||||||||||||
Gross revenues by Customer
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Public and quasi-public sector
|
$
|
58,157
|
|
|
$
|
15,469
|
|
|
$
|
73,626
|
|
|
$
|
162,193
|
|
|
$
|
49,519
|
|
|
$
|
211,712
|
|
Private sector
|
5,357
|
|
|
25,202
|
|
|
30,559
|
|
|
16,338
|
|
|
74,687
|
|
|
91,025
|
|
||||||
Total gross revenues
|
$
|
63,514
|
|
|
$
|
40,671
|
|
|
$
|
104,185
|
|
|
$
|
178,531
|
|
|
$
|
124,206
|
|
|
$
|
302,737
|
|
|
Three Months Ended September 28, 2019
|
|
Nine Months Ended September 28, 2019
|
||||||||||||||||||||
|
INF
|
|
BTS
|
|
Total
|
|
INF
|
|
BTS
|
|
Total
|
||||||||||||
Gross revenues by Contract Type
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost-reimbursable contracts
|
$
|
84,426
|
|
|
$
|
31,797
|
|
|
$
|
116,223
|
|
|
$
|
240,166
|
|
|
$
|
99,935
|
|
|
$
|
340,101
|
|
Fixed-unit price contracts
|
3,146
|
|
|
11,663
|
|
|
14,809
|
|
|
7,468
|
|
|
28,771
|
|
|
36,239
|
|
||||||
Total gross revenues
|
$
|
87,572
|
|
|
$
|
43,460
|
|
|
$
|
131,032
|
|
|
$
|
247,634
|
|
|
$
|
128,706
|
|
|
$
|
376,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Three Months Ended September 29, 2018
|
|
Nine Months Ended September 29, 2018
|
||||||||||||||||||||
|
INF
|
|
BTS
|
|
Total
|
|
INF
|
|
BTS
|
|
Total
|
||||||||||||
Gross revenues by Contract Type
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost-reimbursable contracts
|
$
|
63,507
|
|
|
$
|
32,196
|
|
|
$
|
95,703
|
|
|
$
|
178,255
|
|
|
$
|
98,756
|
|
|
$
|
277,011
|
|
Fixed-unit price contracts
|
7
|
|
8,475
|
|
8,482
|
|
276
|
|
25,450
|
|
25,726
|
||||||||||||
Total gross revenues
|
$
|
63,514
|
|
|
$
|
40,671
|
|
|
$
|
104,185
|
|
|
$
|
178,531
|
|
|
$
|
124,206
|
|
|
$
|
302,737
|
|
Leases
|
|
Classification
|
|
September 28, 2019
|
||
Assets
|
|
|
|
|
||
Operating lease assets
|
|
Right-of-use lease asset, net (1)
|
|
$
|
42,366
|
|
Finance lease assets
|
|
Property and equipment, net (1)
|
|
2,311
|
|
|
Total leased assets
|
|
|
|
$
|
44,677
|
|
Liabilities
|
|
|
|
|
||
Current
|
|
|
|
|
||
Operating
|
|
Accrued liabilities
|
|
$
|
10,768
|
|
|
|
|
|
|
||
Finance
|
|
Current portion of notes payable and other obligations
|
|
896
|
|
|
Noncurrent
|
|
|
|
|
||
Operating
|
|
Long-term lease liability
|
|
32,781
|
|
|
|
|
|
|
|
||
Finance
|
|
Notes payable and other obligations, less current portion
|
|
1,780
|
|
|
Total lease liabilities
|
|
|
|
$
|
46,225
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
Lease Cost
|
|
Classification
|
|
September 28, 2019
|
|
September 28, 2019
|
||||
Operating lease cost
|
|
Facilities and facilities related
|
|
$
|
2,995
|
|
|
$
|
8,237
|
|
Finance lease cost
|
|
|
|
|
|
|
||||
Amortization of financing lease assets
|
|
Depreciation and amortization
|
|
193
|
|
|
517
|
|
||
Interest on lease liabilities
|
|
Interest expense
|
|
26
|
|
|
71
|
|
||
Total lease cost
|
|
|
|
$
|
3,214
|
|
|
$
|
8,825
|
|
Maturity of Lease Liabilities
|
|
Operating Leases
|
|
Finance Leases
|
||||
2019
|
|
$
|
3,257
|
|
|
$
|
234
|
|
2020
|
|
11,742
|
|
|
975
|
|
||
2021
|
|
10,079
|
|
|
874
|
|
||
2022
|
|
7,325
|
|
|
611
|
|
||
2023
|
|
5,934
|
|
|
353
|
|
||
Thereafter
|
|
9,965
|
|
|
103
|
|
||
Total lease payments
|
|
48,302
|
|
|
3,150
|
|
||
Less: Interest
|
|
4,753
|
|
|
474
|
|
||
Present value of lease liabilities
|
|
$
|
43,549
|
|
|
$
|
2,676
|
|
Weighted - Average Remaining Lease Term (Years)
|
|
September 28, 2019
|
Operating leases
|
|
5.3
|
Finance leases
|
|
2.7
|
Weighted - Average Discount Rate
|
|
|
Operating leases
|
|
4%
|
Finance leases
|
|
7%
|
|
|
Nine Months Ended
|
||
Supplemental Cash Flow Information
|
|
September 28, 2019
|
||
Operating cash flows from operating leases
|
|
$
|
7,833
|
|
Financing cash flows from finance leases
|
|
$
|
543
|
|
Right-of-use assets obtained in exchange for lease obligations
|
|
|
||
Operating leases
|
|
$
|
14,251
|
|
Years Ended
|
|
Amount
|
||
2019
|
|
$
|
9,506
|
|
2020
|
|
8,054
|
|
|
2021
|
|
7,224
|
|
|
2022
|
|
5,364
|
|
|
2023
|
|
4,504
|
|
|
Thereafter
|
|
7,704
|
|
|
Total minimum lease payments
|
|
$
|
42,356
|
|
•
|
Infrastructure (INF) - includes our engineering, civil program management, and construction quality assurance, testing and inspection practices
|
•
|
Building, Technology & Sciences (BTS) – includes our energy, environmental and buildings program management practices
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Gross revenues
|
$
|
131,032
|
|
|
$
|
104,185
|
|
|
$
|
376,340
|
|
|
$
|
302,737
|
|
Less sub-consultant services and other direct costs
|
(27,111
|
)
|
|
(19,736
|
)
|
|
(82,213
|
)
|
|
(56,888
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net revenues (1)
|
103,921
|
|
|
84,449
|
|
|
294,127
|
|
|
245,849
|
|
||||
Direct salary and wages costs
|
40,426
|
|
|
34,475
|
|
|
113,762
|
|
|
98,542
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
63,496
|
|
|
49,974
|
|
|
180,365
|
|
|
147,307
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
55,671
|
|
|
40,000
|
|
|
155,533
|
|
|
121,682
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from operations
|
7,825
|
|
|
9,974
|
|
|
24,832
|
|
|
25,625
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(421
|
)
|
|
(451
|
)
|
|
(1,230
|
)
|
|
(1,712
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
(1,560
|
)
|
|
(2,238
|
)
|
|
(3,422
|
)
|
|
(4,716
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
5,843
|
|
|
$
|
7,285
|
|
|
$
|
20,180
|
|
|
$
|
19,197
|
|
(1)
|
Net Revenues is not a measure of financial performance under GAAP. Gross revenues include sub-consultant costs and other direct costs which are generally pass-through costs. The Company believes that Net Revenues, which is a non-U.S. GAAP financial measure commonly used in our industry, enhances investors’ ability to analyze our business trends and performance because it substantially measures the work performed by our employees.
|
•
|
Infrastructure engineering services
|
•
|
Energy and environmental services
|
•
|
Civil and building program management services
|
•
|
Infrastructure engineering services
|
•
|
Energy and environmental services
|
•
|
Civil and building program management services
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Gross revenues
|
|
|
|
|
|
|
|
||||||||
INF
|
$
|
89,035
|
|
|
$
|
64,053
|
|
|
$
|
250,354
|
|
|
$
|
180,611
|
|
BTS
|
$
|
43,060
|
|
|
$
|
41,441
|
|
|
$
|
128,706
|
|
|
$
|
125,344
|
|
Segment income before taxes
|
|
|
|
|
|
|
|
||||||||
INF
|
$
|
14,008
|
|
|
$
|
11,108
|
|
|
$
|
41,273
|
|
|
$
|
28,951
|
|
BTS
|
$
|
6,871
|
|
|
$
|
7,236
|
|
|
$
|
20,287
|
|
|
$
|
21,069
|
|
•
|
Energy distribution services
|
•
|
Infrastructure engineering services
|
•
|
Civil program management services
|
•
|
Energy distribution services
|
•
|
Infrastructure engineering services
|
•
|
Civil program management services
|
•
|
our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;
|
•
|
changes in demand from the local and state government and private clients that we serve;
|
•
|
general economic conditions, nationally and globally, and their effect on the demand and market for our services;
|
•
|
fluctuations in our results of operations;
|
•
|
the government’s funding and budgetary approval process;
|
•
|
the possibility that our contracts may be terminated by our clients;
|
•
|
our ability to win new contracts and renew existing contracts;
|
•
|
our dependence on a limited number of clients;
|
•
|
our ability to complete projects timely, in accordance with our customers’ expectations, or profitability;
|
•
|
our ability to successfully execute our mergers and acquisitions strategy, including the integration of new companies into our business;
|
•
|
our ability to successfully manage our growth strategy;
|
•
|
our ability to raise capital in the future;
|
•
|
competitive pressures and trends in our industry and our ability to successfully compete with our competitors;
|
•
|
our ability to avoid losses under fixed-price contracts;
|
•
|
the credit and collection risks associated with our clients;
|
•
|
our ability to comply with procurement laws and regulations;
|
•
|
changes in laws, regulations, or policies;
|
•
|
the enactment of legislation that could limit the ability of local, state and federal agencies to contract for our privatized services;
|
•
|
our ability to complete our backlog of uncompleted projects as currently projected;
|
•
|
the risk of employee misconduct or our failure to comply with laws and regulations;
|
•
|
our ability to control, and operational issues pertaining to, business activities that we conduct with business partners and other third parties;
|
•
|
our need to comply with a number of restrictive covenants and similar provisions in our senior credit facility that generally limit our ability to (among other things) incur additional indebtedness, create liens, make acquisitions, pay dividends and undergo certain changes in control, which could affect our ability to finance future operations, acquisitions or capital needs;
|
•
|
significant influence by our principal stockholder and the existence of certain anti-takeover measures in our governing documents; and
|
•
|
other factors identified throughout this Current Report on Form 10-Q, including those discussed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.”
|
•
|
The Company completed its examination and analysis of the facts and circumstances giving rise to the material weakness under the supervision of the Chairman of the Audit Committee. The Company is addressing the examination findings through ongoing remediation. The Company continues to believe the remediation plan remains appropriate;
|
•
|
The Company has enhanced its processes over the initial set up of project contracts and adequate documentation to support the analysis of percentage of completion projects and has made system enhancements to its project management system; and
|
•
|
The Company has enhanced its processes for analyzing trends in margins in order to strengthen controls for the proper recognition of revenue.
|
•
|
unanticipated issues in integration of information, communications, and other systems;
|
•
|
unanticipated incompatibility of logistics, marketing, and administration methods;
|
•
|
maintaining employee morale and retaining key employees;
|
•
|
integrating the business cultures of both companies;
|
•
|
preserving important strategic client relationships;
|
•
|
consolidating corporate and administrative infrastructures and eliminating duplicative operations; and
|
•
|
coordinating geographically separate organizations
|
|
|
|
Immediately thereafter, at the effective time of the Merger, each issued and outstanding share of common stock, par value $0.01 per share, of Geospatial (“Geospatial Common Shares”) (other than shares as to which the holder shall have exercised appraisal rights in accordance with Delaware law, any such shares being “Dissenting Shares”) will be converted into the right to receive a pro rata portion (the “Per Share Merger Consideration”) of the aggregate of (i) $302.5 million in cash, plus (ii) the aggregate exercise price of all in-the-money options (based on the Per Share Merger Consideration) to purchase Geospatial Common Shares as of the closing date (the “Closing Date”), plus (iii) the amount of cash held by Geospatial as of the Closing Date, less (iv) the aggregate indebtedness of Geospatial as of the Closing Date, less (v) transaction expenses of both NV5 and Geospatial (together with certain working capital adjustments as of the Closing Date and escrowed expense amounts, collectively, the “Merger Consideration”); and
|
|
|
|
Immediately prior to the effective time of the Merger, each vested in-the-money option to purchase Geospatial Common Shares granted under the Geospatial equity incentive plan will be automatically cancelled and replaced with the right to receive at the closing of the Merger the excess, if any, of the Per Share Merger Consideration over the exercise price of each such in-the-money option and all vested out-of-the-money options and unvested options of Geospatial Common Shares granted under the Geospatial equity incentive plan will be cancelled and forfeited for no consideration.
|
Number
|
|
Description
|
|
|
|
2.1
|
|
|
|
|
|
10.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request.
|
**
|
Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
|
|
NV5 GLOBAL, INC.
|
|
|
|
By: /s/ Edward Codispoti
|
Date: November 7, 2019
|
Edward Codispoti
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
1 Year NV5 Global Chart |
1 Month NV5 Global Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions