nvee-20230401

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________

FORM 10-Q

_______________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 1, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-35849

_______________________________________________________

NV5 Global, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________

Delaware

45-3458017

(State or other jurisdiction of incorporation or organization)

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

200 South Park Road,

Suite 350

Hollywood,

Florida

33021

(Address of principal executive offices)

(Zip Code)

(954) 495-2112

(Registrant’s telephone number, including area code)

_______________________________________________________

Securities registered pursuant to Section 12(b) of the 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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated Filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 28, 2023, there were 15,708,193 shares outstanding of the registrant’s common stock, $0.01 par value.

NV5 GLOBAL, INC.

INDEX


		Page

PART I – FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS	1

	Consolidated Balance Sheets (unaudited)	2

	Consolidated Statements of Net Income and Comprehensive Income (unaudited)	3

	Consolidated Statement of Changes in Stockholders’ Equity (unaudited)	4

	Consolidated Statements of Cash Flows (unaudited)	5

	Notes to Consolidated Financial Statements (unaudited)	7

ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26
ITEM 4	CONTROLS AND PROCEDURES	26

PART II – OTHER INFORMATION

ITEM 1	LEGAL PROCEEDINGS	28
ITEM 1A	RISK FACTORS	28
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	28
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	28
ITEM 4	MINE SAFETY DISCLOSURES	28
ITEM 5	OTHER INFORMATION	28
ITEM 6	EXHIBITS	29

SIGNATURES		30

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share data)


	April 1, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	31,341	$	38,541
Billed receivables, net	145,799		145,637
Unbilled receivables, net	111,351		92,862
Prepaid expenses and other current assets	13,194		13,636
Total current assets	301,685		290,676
Property and equipment, net	49,438		41,640
Right-of-use lease assets, net	38,776		39,314
Intangible assets, net	213,517		160,431
Goodwill	483,236		400,957
Other assets	3,215		2,705
Total assets	$	1,089,867	$	935,723

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	48,333	$	57,771
Accrued liabilities	56,073		44,313

Billings in excess of costs and estimated earnings on uncompleted contracts	37,327		31,183
Other current liabilities	1,556		1,597
Current portion of contingent consideration	10,606		10,854
Current portion of notes payable and other obligations	14,832		15,176
Total current liabilities	168,727		160,894
Contingent consideration, less current portion	2,695		4,481
Other long-term liabilities	28,638		29,542
Notes payable and other obligations, less current portion	153,084		39,673
Deferred income tax liabilities, net	16,853		6,893
Total liabilities	369,997		241,483

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, 15,708,193 and 15,523,300 shares issued and outstanding as of April 1, 2023 and December 31, 2022, respectively	157		155
Additional paid-in capital	490,981		471,300

Retained earnings	228,732		222,785
Total stockholders’ equity	719,870		694,240
Total liabilities and stockholders’ equity	$	1,089,867	$	935,723

See accompanying notes to consolidated financial statements (unaudited).

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME

(UNAUDITED)

(in thousands, except share data)


	Three Months Ended
	April 1, 2023		April 2, 2022
Gross revenues	$	184,317	$	190,154

Direct costs:
Salaries and wages	48,384		45,977
Sub-consultant services	27,615		34,825
Other direct costs	12,320		15,525
Total direct costs	88,319		96,327

Gross profit	95,998		93,827

Operating expenses:
Salaries and wages, payroll taxes, and benefits	52,672		49,767
General and administrative	17,920		16,387
Facilities and facilities related	5,374		5,185
Depreciation and amortization	11,047		9,934
Total operating expenses	87,013		81,273

Income from operations	8,985		12,554

Interest expense	(1,581)		(914)

Income before income tax expense	7,404		11,640
Income tax expense	(1,457)		(2,998)
Net income and comprehensive income	$	5,947	$	8,642





Earnings per share:
Basic	$	0.40	$	0.59
Diluted	$	0.39	$	0.57

Weighted average common shares outstanding:
Basic	14,883,487		14,693,323
Diluted	15,383,437		15,216,105

See accompanying notes to consolidated financial statements (unaudited).

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share data)


	Three Months Ended
	Common Stock			Additional Paid-In Capital		Retained Earnings
	Shares	Amount						Total
Balance, January 1, 2022	15,414,005	$	154	$	451,754	$	172,812		$	624,720
Stock-based compensation	—	—		4,789		—			4,789
Restricted stock issuance, net	68,927	1		(1)		—			—
Stock issuance for acquisitions	12,519	—		1,352		—			1,352

Net income	—	—		—		8,642			8,642
Balance, April 2, 2022	15,495,451	$	155	$	457,894	$	181,454		$	639,503

Balance, December 31, 2022	15,523,300	$	155	$	471,300	$	222,785		$	694,240
Stock-based compensation	—	—		5,212		—			5,212
Restricted stock issuance, net	63,548	1		(1)		—			—
Stock issuance for acquisitions	121,345	1		14,470		—			14,471

Net income	—	—		—		5,947			5,947
Balance, April 1, 2023	15,708,193	$	157	$	490,981	$	228,732		$	719,870

See accompanying notes to consolidated financial statements (unaudited).

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


	Three Months Ended
	April 1, 2023		April 2, 2022
Cash flows from operating activities:
Net income	$	5,947	$	8,642
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	12,302		11,167
Non-cash lease expense	3,286		3,092
Provision for doubtful accounts	240		678
Stock-based compensation	5,826		4,789
Change in fair value of contingent consideration	(859)		—
Gain on disposals of property and equipment	(23)		(54)
Deferred income taxes	(5,603)		(1,903)
Amortization of debt issuance costs	194		185
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables	9,560		23,211
Unbilled receivables	(13,999)		2,042
Prepaid expenses and other assets	4,857		3,230
Accounts payable	(15,884)		(7,854)
Accrued liabilities and other long-term liabilities	2,375		4,684

Billings in excess of costs and estimated earnings on uncompleted contracts	3,906		(5,104)
Contingent consideration	(800)		—
Other current liabilities	(43)		(289)
Net cash provided by operating activities	11,282		46,516

Cash flows from investing activities:
Cash paid for acquisitions (net of cash received from acquisitions)	(117,587)		(326)

Purchase of property and equipment	(6,110)		(6,044)
Net cash used in investing activities	(123,697)		(6,370)

Cash flows from financing activities:

Borrowings from Senior Credit Facility	110,000		—
Payments on notes payable	(4,085)		(4,581)
Payments of contingent consideration	(700)		(1,597)




Net cash provided by (used in) financing activities	105,215		(6,178)



Net (decrease) increase in cash and cash equivalents	(7,200)		33,968
Cash and cash equivalents – beginning of period	38,541		47,980
Cash and cash equivalents – end of period	$	31,341	$	81,948

See accompanying notes to consolidated financial statements (unaudited).

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


	Three Months Ended
	April 1, 2023		April 2, 2022
Non-cash investing and financing activities:
Contingent consideration (earn-out)	$	325	$

SEC Form 10-Q filed by NV5 Global Inc.