8-K

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 11, 2020

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)

(954) 495-2112

(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. ☐  

Item 2.02 Results of Operations and Financial Condition.

On November 11, 2020, NV5 Global, Inc. (the “Company”) issued a press release reporting its unaudited financial results for the third quarter ended October 3, 2020. The information contained in this Item 2.02 (including Exhibit 99.1) is furnished pursuant to Item 2.02 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 11, 2020

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 12, 2020

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

EX-99.1

Exhibit 99.1

NV5 ANNOUNCES RECORD THIRD QUARTER RESULTS; EXCEEDS ANALYSTS' EXPECTATIONS

Hollywood, FL –November 11, 2020 – NV5 Global, Inc. (Nasdaq: NVEE) ("NV5" or the "Company"), a leading provider of compliance, technology, and engineering consulting solutions, today reported financial results for the third quarter ended October 3, 2020.

Gross Revenues during the third quarter of 2020 increased 30% compared to the third quarter of 2019. Net Income increased 33% compared to the third quarter of 2019. “We delivered another strong performance in the third quarter that exceeded analyst expectations for gross revenues and adjusted earnings per share. We are pleased to see the continued success of NV5 despite the pandemic. During the quarter, we generated $21.7 million in cash flows from operations, allowing us to pay down an aggregate of $27.8 million in principal under our credit facility from July through today, while maintaining a strong balance sheet that includes $64.0 million of cash on hand at the end of the third quarter. We increased our backlog by 9% in the third quarter and continue to see a solid pipeline of opportunities as we enter the fourth quarter and beyond,” said Dickerson Wright, PE, Chairman and CEO of NV5.

Third Quarter 2020Financial Highlights

• Gross Revenues grew by 30% in the third quarter of 2020 to $169.9 million compared to $131.0 million in the third quarter of 2019, which also exceeded analyst consensus expectations by 9%.

• Net income for the third quarter of 2020 was $7.8 million compared to $5.8 million in the third quarter of 2019, with the third quarter of 2020 including $3.3 million of additional interest expense, $3.4 million of additional intangible amortization expense, and a higher effective income tax rate compared to third quarter of 2019.

• Adjusted EBITDA, which excludes stock-based compensation and acquisition-related costs, grew by 70% in the third quarter of 2020 to $29.9 million compared to $17.6 million in the third quarter of 2019.

• GAAP EPS was $0.61 per share in the third quarter of 2020.

• Adjusted EPS in the third quarter of 2020 was $1.13 per share, exceeding analyst consensus expectations of $0.70 per share by 61%.

• Cash flows from operations for the third quarter of 2020 grew by more than four times to $21.7 million compared to $4.1 million in the third quarter of 2019.

Nine Months EndedOctober 3, 2020Financial Highlights

• Gross Revenues grew by 32% for the nine months ended October 3, 2020 to $498.1 million compared to $376.3 million in the nine months ended September 28, 2019.

• Net income for the nine months ended October 3, 2020 was $16.4 million compared to $20.2 million in the nine months ended September 28, 2019, with the nine months of 2020 including $10.7 million of additional interest expense, $11.2 million of additional intangible amortization expense, and a higher effective income tax rate compared to nine months ended September 28, 2019.

• Adjusted EBITDA, which excludes stock-based compensation and acquisition-related costs, grew by 58% for the nine months ended October 3, 2020 to $81.0 million compared to $51.4 million in the nine months ended September 28, 2019.

• GAAP EPS was $1.30 per share in the nine months ended October 3, 2020.

• Adjusted EPS in the nine months ended October 3, 2020 was $2.91 per share.

• Cash flows from operations for the nine months ended October 3, 2020 were $72.4 million compared to $21.6 million in the nine months ended September 28, 2019.

52/53 Week Fiscal Year

NV5 uses a 52/53 week fiscal year ending on the Saturday closest to the calendar quarter end. Therefore, the third quarter of 2020 included 14 weeks while the third quarter of 2019 included 13 weeks.

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, net of tax benefits, and acquisition-related costs. As we continue our acquisition strategy, the growth in Adjusted EPS will likely 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.

Conference Call

NV5 will host a conference call to discuss its third quarter 2020 financial results at 4:30 p.m. (Eastern Time) on November 11, 2020. The accompanying presentation for the call is available by visiting http://ir.nv5.com.

Date:    Wednesday, November 11, 2020

Time:    4:30 p.m. Eastern

Toll-free dial-in number:    +1 833-900-1538

International dial-in number:    +1 236-712-2278

Conference ID:    4987245

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: NVEE) is a leading provider of compliance, technology, and engineering consulting solutions for public and private sector clients supporting infrastructure, utility, and building assets and systems. The Company primarily focuses on six business verticals: testing, inspection & consulting, infrastructure support services, utility services, buildings & program management, environmental health sciences, and geospatial technology services. NV5 operates out of more than 100 offices nationwide and abroad.  For additional information, please visit the Company’s website at www.NV5.com. Also visit the Company on Twitter, LinkedIn, Facebook, and Vimeo.

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: +1-954-637-8048

Email: ir@nv5.com

Source: NV5 Global, Inc.

NV5 GLOBAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED) 

(in thousands, except share data)

	October 3, 2020		December 28, 2019
Assets
Current assets:
Cash and cash equivalents	$	64,022	$	31,825
Billed receivables, net	122,678		131,041
Unbilled receivables, net	83,535		79,428
Prepaid expenses and other current assets	9,493		8,906
Total current assets	279,728		251,200
Property and equipment, net	27,957		25,733
Right-of-use lease assets, net	46,029		46,313
Intangible assets, net	182,830		255,961
Goodwill	344,003		309,216
Other assets	2,777		4,714
Total Assets	$	883,324	$	893,137
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	33,842	$	36,116
Accrued liabilities	46,810		47,432
Billings in excess of costs and estimated earnings on uncompleted contracts	9,009		3,303
Client deposits	382		221
Current portion of contingent consideration	1,334		1,954
Current portion of notes payable and other obligations	21,957		25,332
Total current liabilities	113,334		114,358
Contingent consideration, less current portion	1,733		2,048
Other long-term liabilities	42,130		34,573
Notes payable and other obligations, less current portion	306,606		332,854
Deferred income tax liabilities, net	34,956		53,341
Total liabilities	498,759		537,174
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, 13,244,713 and 12,852,357 shares issued and outstanding as of October 3, 2020 and December 28, 2019, respectively	132		129
Additional paid-in capital	263,341		251,187
Retained earnings	121,092		104,647
Total stockholders’ equity	384,565		355,963
Total liabilities and stockholders’ equity	$	883,324	$	893,137

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
	October 3, 2020			September 28, 2019			October 3, 2020			September 28, 2019
Gross revenues	$	169,949		$	131,032		$	498,118		$	376,340
Direct costs:
Salaries and wages	46,815			40,426			136,929			113,762
Sub-consultant services	26,003			19,972			78,673			56,969
Other direct costs	10,370			7,139			27,771			25,244
Total direct costs	83,188			67,536			243,373			195,975
Gross Profit	86,761			63,496			254,745			180,365
Operating Expenses:
Salaries and wages, payroll taxes and benefits	43,750			33,428			133,456			93,431
General and administrative	13,216			11,028			38,196			30,786
Facilities and facilities related	5,370			4,664			16,125			12,407
Depreciation and amortization	10,187			6,551			32,387			18,908
Total operating expenses	72,523			55,671			220,164			155,533
Income from operations	14,238			7,825			34,581			24,832
Interest expense	(3,731		)	(421		)	(11,921		)	(1,230		)
Income before income tax expense	10,507			7,403			22,660			23,602
Income tax expense	(2,753		)	(1,560		)	(6,215		)	(3,422		)
Net Income and Comprehensive Income	$	7,754		$	5,843		$	16,445		$	20,180
Earnings per share:
Basic	$	0.62		$	0.48		$	1.33		$	1.67
Diluted	$	0.61		$	0.46		$	1.30		$	1.62
Weighted average common shares outstanding:
Basic	12,434,600			12,191,405			12,328,448			12,086,588
Diluted	12,749,917			12,566,966			12,650,107			12,485,049

NV5 GLOBAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	Nine Months Ended
	October 3, 2020			September 28, 2019
Cash Flows From Operating Activities:
Net income	$	16,445		$	20,180
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	34,680			18,908
Non-cash lease expense	6,731			6,770
Provision for doubtful accounts	3,127			1,725
Stock-based compensation	10,900			6,989
Change in fair value of contingent consideration	—			49
Gain on disposals of property and equipment	(394		)	(48		)
Deferred income taxes	(5,905		)	(3,839		)
Amortization of debt issuance costs	669			—
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables	8,089			508
Unbilled receivables	(7,505		)	(4,490		)
Prepaid expenses and other assets	2,171			(5,279		)
Accounts payable	(2,780		)	(2,053		)
Accrued liabilities	322			(9,170		)
Income taxes payable	—			(2,789		)
Billings in excess of costs and estimated earnings on uncompleted contracts	5,706			(5,972		)
Deposits	163			68
Net cash provided by operating activities	72,419			21,557
Cash Flows From Investing Activities:
Cash paid for acquisitions (net of cash received from acquisitions)	(882		)	(29,365		)
Proceeds from sale of assets	1,053			—
Purchase of property and equipment	(8,342		)	(1,810		)
Net cash used in investing activities	(8,171		)	(31,175		)
Cash Flows From Financing Activities:
Borrowings from Senior Credit Facility	—			10,000
Payments on notes payable	(9,941		)	(8,483		)
Payments of contingent consideration	(913		)	(1,213		)
Payments of borrowings from Senior Credit Facility	(20,750		)	—
Payments of debt issuance costs	(447		)	—
Net cash (used in) provided by financing activities	(32,051		)	304
Net increase (decrease) in Cash and Cash Equivalents	32,197			(9,314		)
Cash and cash equivalents – beginning of period	31,825			40,739
Cash and cash equivalents – end of period	$	64,022		$	31,425

NV5 GLOBAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

TO COMPARABLE GAAP FINANCIAL MEASURES

(UNAUDITED)

(in thousands)

RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA

		Three Months Ended				Nine Months Ended
		October 3, 2020		September 28, 2019		October 3, 2020		September 28, 2019
Net Income		$	7,754	$	5,843	$	16,445	$	20,180
Add:	Interest expense	3,731		421		11,921		1,230
	Income tax expense	2,753		1,560		6,215		3,422
	Depreciation and amortization	11,401		6,551		34,680		18,908
	Stock-based compensation	4,020		2,819		10,900		6,989
	Acquisition-related costs	274		433		845		671
Adjusted EBITDA		$	29,933	$	17,627	$	81,006	$	51,400

RECONCILIATION OF GAAP EPS TO ADJUSTED EPS

		Three Months Ended						Nine Months Ended
		October 3, 2020			September 28, 2019			October 3, 2020			September 28, 2019
Net Income - per diluted share		$	0.61		$	0.46		$	1.30		$	1.62
Per diluted share adjustments:
Add:	Amortization expense of intangible assets and acquisition-related costs	0.70			0.45			2.16			1.28
	Income tax expense	(0.18		)	(0.10		)	(0.55		)	(0.29		)
Adjusted EPS		$	1.13		$	0.81		$	2.91		$	2.61

XML

Document and Entity Information Document	Nov. 11, 2020
Cover page.
Document Type	8-K
Document Period End Date	Nov. 11, 2020
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