nvee-20230930

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 September 30, 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 October 27, 2023, there were 15,895,937 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)	1

	Consolidated Statements of Net Income and Comprehensive Income (unaudited)	2

	Consolidated Statement of Changes in Stockholders’ Equity (unaudited)	3

	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	21
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29
ITEM 4	CONTROLS AND PROCEDURES	29

PART II – OTHER INFORMATION

ITEM 1	LEGAL PROCEEDINGS	30
ITEM 1A	RISK FACTORS	30
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	30
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	30
ITEM 4	MINE SAFETY DISCLOSURES	30
ITEM 5	OTHER INFORMATION	30
ITEM 6	EXHIBITS	31

SIGNATURES		32

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share data)


	September 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	46,439	$	38,541
Billed receivables, net	166,859		145,637
Unbilled receivables, net	122,049		92,862
Prepaid expenses and other current assets	14,239		13,636
Total current assets	349,586		290,676
Property and equipment, net	49,930		41,640
Right-of-use lease assets, net	39,105		39,314
Intangible assets, net	236,433		160,431
Goodwill	527,030		400,957
Other assets	3,881		2,705
Total assets	$	1,205,965	$	935,723

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	67,144	$	57,771
Accrued liabilities	64,538		44,313

Billings in excess of costs and estimated earnings on uncompleted contracts	42,808		31,183
Other current liabilities	2,286		1,597
Current portion of contingent consideration	3,845		10,854
Current portion of notes payable and other obligations	12,989		15,176
Total current liabilities	193,610		160,894
Contingent consideration, less current portion	1,897		4,481
Other long-term liabilities	29,102		29,542
Notes payable and other obligations, less current portion	215,642		39,673
Deferred income tax liabilities, net	5,797		6,893
Total liabilities	446,048		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, 15,892,912 and 15,523,300 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	159		155
Additional paid-in capital	502,909		471,300
Accumulated other comprehensive income (loss)	(612)		—
Retained earnings	257,461		222,785
Total stockholders’ equity	759,917		694,240
Total liabilities and stockholders’ equity	$	1,205,965	$	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				Nine Months Ended
	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Gross revenues	$	239,287	$	204,075	$	646,242	$	596,960

Direct costs:
Salaries and wages	56,853		48,295		162,316		141,976
Sub-consultant services	45,522		41,253		112,827		116,557
Other direct costs	21,468		14,592		49,357		45,426
Total direct costs	123,843		104,140		324,500		303,959

Gross profit	115,444		99,935		321,742		293,001

Operating expenses:
Salaries and wages, payroll taxes, and benefits	60,262		49,670		171,883		146,719
General and administrative	20,257		16,730		49,728		47,611
Facilities and facilities related	6,011		5,441		17,208		15,822
Depreciation and amortization	13,840		9,771		38,426		29,373
Total operating expenses	100,370		81,612		277,245		239,525

Income from operations	15,074		18,323		44,497		53,476

Interest expense	(3,882)		(1,003)		(9,111)		(2,804)

Income before income tax benefit (expense)	11,192		17,320		35,386		50,672
Income tax benefit (expense)	2,124		(1,257)		(710)		(8,699)
Net income	$	13,316	$	16,063	$

SEC Form 10-Q filed by NV5 Global Inc.