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0001532961false00015329612022-08-042022-08-04

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) August 4, 2022
 
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 August 4, 2022, NV5 Global, Inc. (the “Company”) issued a press release reporting its unaudited financial results for the second quarter ended July 2, 2022.

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



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: August 4, 2022
 
  NV5 GLOBAL, INC.
  By: /s/ Edward Codispoti
  Name:
Title: 		Edward Codispoti
Chief Financial Officer


EX-99.1 2 nvee-2022xq2xexx991.htm EX-99.1 Document
Exhibit 99.1
NV5 ANNOUNCES RECORD SECOND QUARTER RESULTS; EXCEEDS ANALYST CONSENSUS AND INCREASES FULL-YEAR GUIDANCE
Hollywood, FL – August 4, 2022 – NV5 Global, Inc. (Nasdaq: NVEE) ("NV5" or the "Company"), a provider of technology, conformity assessment, and consulting solutions, today reported financial results for the second quarter ended July 2, 2022.

"NV5 delivered another quarter of double-digit growth in gross revenues, net income, Adjusted EBITDA, and earnings per share in the second quarter, resulting in a record first half of 2022. We drove growth across all six of our operating verticals in the quarter and expanded our national leadership position in electrical utility geospatial solutions with the acquisition of GEO1. We achieved 8% organic growth in the first half of the year. NV5’s strong backlog, available cash on hand, and non-discretionary service offerings position us to continue our growth throughout 2022, while protecting our margins," said Dickerson Wright, PE, Chairman and CEO of NV5.
Second Quarter 2022 Results
•Gross revenues in the second quarter of 2022 were $202.7 million compared to $179.5 million in the second quarter of 2021, a 13% increase.
•Net income in the second quarter of 2022 was $17.3 million compared to $13.6 million in the second quarter of 2021, a 27% increase.
•Adjusted EBITDA in the second quarter of 2022 was $37.8 million compared to $34.2 million in the second quarter of 2021, a 10% increase.
•GAAP EPS in the second quarter of 2022 was $1.13 per share compared to $0.91 per share in the second quarter of 2021, a 24% increase.
•Adjusted EPS in the second quarter of 2022 was $1.49 per share compared to $1.34 per share in the second quarter of 2021, an 11% increase. Diluted weighted average shares were 15,232,157 in the second quarter of 2022 compared to 14,965,188 in the second quarter of 2021.
Six Months Ended July 2, 2022 Results
•Gross revenues for the six months ended July 2, 2022 were $392.9 million compared to $332.6 million in the six months ended July 3, 2021, an 18% increase.
•Net income for the six months ended July 2, 2022 was $25.9 million compared to $19.1 million in the six months ended July 3, 2021, a 36% increase.
•Adjusted EBITDA for the six months ended July 2, 2022 was $66.7 million compared to $58.5 million in the six months ended July 3, 2021, a 14% increase.
•GAAP EPS for the six months ended July 2, 2022 was $1.70 per share compared to $1.35 per share in the six months ended July 3, 2021, a 26% increase.
•Adjusted EPS for the six months ended July 2, 2022 was $2.48 per share compared to $2.25 per share in the six months ended July 3, 2021, a 10% increase. Diluted weighted average shares were 15,211,835 for the six months ended July 2, 2022, compared to 14,196,035 in the six months ended July 3, 2021.
Increased Full-Year Guidance
•Increased gross revenues to a range of $795 million to $815 million (previously $785 million to $810 million).
•Increased GAAP EPS to a range of $3.90 per share to $4.29 per share (previously $3.57 per share to $3.92 per share).
•Increased Adjusted EPS to a range of $5.43 per share to $5.82 per share (previously $5.39 per share to $5.80 per share).

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 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 second quarter 2022 financial results at 4:30 p.m. (Eastern Time) on August 4, 2022. The accompanying presentation for the call is available by visiting http://ir.nv5.com.

Date:    Thursday, August 4, 2022
Time:    4:30 p.m. Eastern
Toll-free dial-in number:    +1 888-412-4117
International dial-in number:    +1 646-960-0284
Conference ID:    6172299
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 provider of technology, conformity assessment, and consulting solutions for public and private sector clients supporting sustainable infrastructure, utility, and building assets and systems. The Company focuses on multiple verticals: testing, inspection & consulting, infrastructure engineering, utility services, buildings & program management, environmental health sciences, and geospatial technology services to deliver innovative, sustainable 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: +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)
  July 2, 2022 January 1, 2022
Assets
Current assets:
Cash and cash equivalents $ 44,422  $ 47,980 
Billed receivables, net 139,959  153,814 
Unbilled receivables, net 93,486  89,734 
Prepaid expenses and other current assets 13,159  12,442 
Total current assets 291,026  303,970 
Property and equipment, net 39,557  32,729 
Right-of-use lease assets, net 40,595  44,260 
Intangible assets, net 178,383  188,224 
Goodwill 394,760  389,916 
Other assets 2,639  2,844 
Total Assets $ 946,960  $ 961,943 
Liabilities and Stockholders’ Equity    
Current liabilities:    
Accounts payable $ 52,310  $ 55,954 
Accrued liabilities 51,135  50,461 
Billings in excess of costs and estimated earnings on uncompleted contracts 22,625  29,444 
Other current liabilities 1,454  1,551 
Current portion of contingent consideration 9,772  5,807 
Current portion of notes payable and other obligations 18,932  20,734 
Total current liabilities 156,228  163,951 
Contingent consideration, less current portion 3,020  2,521 
Other long-term liabilities 30,564  34,304 
Notes payable and other obligations, less current portion 73,839  111,062 
Deferred income tax liabilities, net 22,366  25,385 
Total liabilities 286,017  337,223 
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, 15,537,134 and 15,414,005 shares issued and outstanding as of July 2, 2022 and January 1, 2022, respectively 155  154 
Additional paid-in capital 462,066  451,754 
Retained earnings 198,722  172,812 
Total stockholders’ equity 660,943  624,720 
Total liabilities and stockholders’ equity $ 946,960  $ 961,943 



NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands, except share data)
  Three Months Ended Six Months Ended
July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021
Gross revenues $ 202,732  $ 179,503  $ 392,885  $ 332,598 
Direct costs:
Salaries and wages 47,704  45,025  93,681  86,485 
Sub-consultant services 40,479  29,978  75,305  53,225 
Other direct costs 15,309  13,114  30,833  22,912 
Total direct costs 103,492  88,117  199,819  162,622 
Gross profit 99,240  91,386  193,066  169,976 
Operating expenses:
Salaries and wages, payroll taxes and benefits 47,283  44,213  97,049  87,164 
General and administrative 14,494  13,367  30,881  24,915 
Facilities and facilities related 5,195  5,038  10,381  10,135 
Depreciation and amortization 9,668  10,216  19,602  19,656 
Total operating expenses 76,640  72,834  157,913  141,870 
Income from operations 22,600  18,552  35,153  28,106 
Interest expense (887) (1,568) (1,801) (3,886)
Income before income tax expense 21,713  16,984  33,352  24,220 
Income tax expense (4,445) (3,346) (7,442) (5,102)
Net income and comprehensive income $ 17,268  $ 13,638  $ 25,910  $ 19,118 
Earnings per share:    
Basic $ 1.17  $ 0.95  $ 1.76  $ 1.40 
Diluted $ 1.13  $ 0.91  $ 1.70  $ 1.35 
Weighted average common shares outstanding:
Basic 14,736,167  14,419,671  14,714,745  13,648,247 
Diluted 15,232,157  14,965,188  15,211,835  14,196,035 



NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Six Months Ended
  July 2, 2022 July 3, 2021
Cash flows from operating activities:
Net income $ 25,910  $ 19,118 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 22,058  21,936 
Non-cash lease expense 6,265  4,884 
Provision for doubtful accounts 594  583 
Stock-based compensation 9,615  7,790 
Change in fair value of contingent consideration (518) 235 
Gain on disposals of property and equipment (61) (581)
Deferred income taxes (3,014) (2,988)
Amortization of debt issuance costs 370  454 
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables 15,152  36,727 
Unbilled receivables (3,801) (7,238)
Prepaid expenses and other assets (511) (4,208)
Accounts payable (4,349) (2,446)
Accrued liabilities (6,309) (4,187)
Billings in excess of costs and estimated earnings on uncompleted contracts (6,867) (8,158)
Other current liabilities (276) 307 
Net cash provided by operating activities 54,258  62,228 
Cash flows from investing activities:    
Cash paid for acquisitions (net of cash received from acquisitions) (4,670) (21,652)
Proceeds from sale of assets 48  460 
Purchase of property and equipment (10,379) (4,028)
Net cash used in investing activities (15,001) (25,220)
Cash flows from financing activities:    
Proceeds from common stock offering —  172,500 
Payments on notes payable (6,218) (5,325)
Payments of contingent consideration (1,597) (413)
Payments of borrowings from Senior Credit Facility (35,000) (145,082)
Payments of common stock offering costs —  (10,522)
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation —  (52)
Net cash (used in) provided by financing activities (42,815) 11,106 
Net (decrease) increase in cash and cash equivalents (3,558) 48,114 
Cash and cash equivalents – beginning of period 47,980  64,909 
Cash and cash equivalents – end of period $ 44,422  $ 113,023 



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 Six Months Ended
July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021
Net Income $ 17,268  $ 13,638  $ 25,910  $ 19,118 
Add: Interest expense 887  1,568  1,801  3,886 
  Income tax expense 4,445  3,346  7,442  5,102 
Depreciation and amortization 10,891  11,394  22,058  21,936 
Stock-based compensation 4,826  4,094  9,615  7,790 
Acquisition-related costs* (506) 180  (151) 629 
Adjusted EBITDA $ 37,811  $ 34,220  $ 66,675  $ 58,461 

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


RECONCILIATION OF GAAP EPS TO ADJUSTED EPS
    Three Months Ended Six Months Ended
July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021
Net Income - per diluted share $ 1.13  $ 0.91  $ 1.70  $ 1.35 
Per diluted share adjustments:    
Add: Amortization expense of intangible assets and acquisition-related costs 0.50  0.58  1.06  1.21 
  Income tax expense (0.14) (0.15) (0.28) (0.31)
Adjusted EPS $ 1.49  $ 1.34  $ 2.48  $ 2.25