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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) February 23, 2023
 
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 February 23, 2023, NV5 Global, Inc. (the “Company”) issued a press release reporting its results for the full year ended December 31, 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: February 23, 2023
 
  NV5 GLOBAL, INC.
  By: /s/ Edward Codispoti
  Name:
Title: 		Edward Codispoti
Chief Financial Officer


EX-99.1 2 nvee-2022xq4xexx991.htm EX-99.1 Document
Exhibit 99.1
NV5 ANNOUNCES RECORD FULL YEAR 2022 RESULTS AND ISSUES FULL YEAR 2023 GUIDANCE
 Hollywood, FL – February 23, 2023 – NV5 Global, Inc. (Nasdaq: NVEE) ("NV5" or the "Company"), a provider of technology, conformity assessment, and consulting solutions, today reported financial results for the full year ended December 31, 2022.

"We are pleased to have delivered another strong year for revenues and earnings in 2022, despite significant headwinds in the commercial economy due to historic interest rate increases. All three of our reporting segments grew in 2022, with a record performance by the geospatial business. We also completed five strategic acquisitions in 2022, strengthening our utility geospatial, building technology, and materials testing offerings. We anticipate a successful year in 2023. We enter 2023 with a strong backlog to drive organic growth and profitability, and we anticipate the best year for mergers and acquisitions in our history," said Dickerson Wright, PE, Chairman and CEO of NV5.

Full Year 2022 Financial Highlights
•Gross revenues in 2022 were $786.8 million compared to $706.7 million in 2021, an 11% increase.
•Net income in 2022 was $50.0 million compared to $47.1 million in 2021, a 6% increase.
•Adjusted EBITDA in 2022 was $135.2 million compared to $132.9 million in 2021, a 2% increase.
•GAAP EPS in 2022 was $3.27 per share compared to $3.22 per share in 2021, a 2% increase.
•Adjusted EPS in 2022 was $5.19 per share compared to $5.11 per share in 2021, a 2% increase. Diluted weighted average shares outstanding were 15,260,186 in 2022 compared to 14,656,381 in 2021.
•Cash flows from operating activities in 2022 were $94.0 million compared to $101.4 million in 2021. Cash flows from operations in 2022 included an income tax payment of $9.4 million as a result of new tax provisions that require capitalization and amortization of research and development costs.

Fiscal Year 2023 Guidance
•Gross revenues between $878 million and $915 million.
•GAAP EPS between $2.93 per share and $3.33 per share.
•Adjusted EPS between $5.28 and $5.69 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 and acquisition-related costs, net of tax benefits. 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 full year 2022 financial results at 4:30 p.m. (Eastern Time) on February 23, 2023. The accompanying presentation for the call is available by visiting http://ir.nv5.com.

Date:    Thursday, February 23, 2023
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)
  December 31, 2022 January 1, 2022
Assets    
Current assets:    
Cash and cash equivalents $ 38,541  $ 47,980 
Billed receivables, net 145,637  153,814 
Unbilled receivables, net 92,862  89,734 
Prepaid expenses and other current assets 13,636  12,442 
Total current assets 290,676  303,970 
Property and equipment, net 41,640  32,729 
Right-of-use lease assets, net 39,314  44,260 
Intangible assets, net 160,431  188,224 
Goodwill 400,957  389,916 
Other assets 2,705  2,844 
Total Assets $ 935,723  $ 961,943 
Liabilities and Stockholders’ Equity    
Current liabilities:    
Accounts payable $ 57,771  $ 55,954 
Accrued liabilities 44,313  50,461 
Billings in excess of costs and estimated earnings on uncompleted contracts 31,183  29,444 
Other current liabilities 1,597  1,551 
Current portion of contingent consideration 10,854  5,807 
Current portion of notes payable and other obligations 15,176  20,734 
Total current liabilities 160,894  163,951 
Contingent consideration, less current portion 4,481  2,521 
Other long-term liabilities 29,542  34,304 
Notes payable and other obligations, less current portion 39,673  111,062 
Deferred income tax liabilities, net 6,893  25,385 
Total liabilities 241,483  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, 15,523,300 and 15,414,005 shares issued and outstanding as of December 31, 2022 and January 1, 2022, respectively 155  154 
Additional paid-in capital 471,300  451,754 
Retained earnings 222,785  172,812 
Total stockholders’ equity 694,240  624,720 
Total liabilities and stockholders’ equity $ 935,723  $ 961,943 



NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands, except share data)
  Three Months Ended Twelve Months Ended
December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022
Gross revenues $ 189,818  $ 188,555  $ 786,778  $ 706,706 
Direct costs:
Salaries and wages 44,830  43,417  186,806  175,047 
Sub-consultant services 37,084  35,995  153,641  124,998 
Other direct costs 14,931  11,633  60,357  47,347 
Total direct costs 96,845  91,045  400,804  347,392 
Gross profit 92,973  97,510  385,974  359,314 
Operating expenses:
Salaries and wages, payroll taxes, and benefits 46,769  45,077  193,488  176,838 
General and administrative 18,501  16,095  66,114  53,986 
Facilities and facilities related 5,431  4,863  21,252  20,193 
Depreciation and amortization 9,565  10,189  38,938  39,953 
Total operating expenses 80,266  76,224  319,792  290,970 
Income from operations 12,707  21,286  66,182  68,344 
Interest expense (1,005) (878) (3,808) (6,239)
Income before income tax expense 11,702  20,408  62,374  62,105 
Income tax expense (3,702) (4,953) (12,401) (14,958)
Net income and comprehensive income $ 8,000  $ 15,455  $ 49,973  $ 47,147 
Earnings per share:
Basic $ 0.54  $ 1.05  $ 3.39  $ 3.34 
Diluted $ 0.52  $ 1.02  $ 3.27  $ 3.22 
Weighted average common shares outstanding:
Basic 14,816,773  14,651,218  14,753,738  14,135,333 
Diluted 15,320,123  15,159,314  15,260,186  14,656,381 



NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Twelve Months Ended
  December 31, 2022 January 1, 2022
Cash flows from operating activities:    
Net income $ 49,973  $ 47,147 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 44,063  44,971 
Non-cash lease expense 12,813  10,191 
Provision for doubtful accounts (60) 1,243 
Stock-based compensation 19,326  16,301 
Change in fair value of contingent consideration 2,972  2,333 
Gain on disposals of property and equipment (328) (1,102)
Deferred income taxes (18,492) (7,007)
Amortization of debt issuance costs 724  1,210 
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables 10,212  2,677 
Unbilled receivables (3,303) (12,573)
Prepaid expenses and other assets (1,125) (4,792)
Accounts payable (1,673) 8,181 
Accrued liabilities and other long-term liabilities (19,901) (12,507)
Contingent consideration (800) — 
Billings in excess of costs and estimated earnings on uncompleted contracts (296) 4,005 
Other current liabilities (125) 1,164 
Net cash provided by operating activities 93,980  101,442 
Cash flows from investing activities:    
Cash paid for acquisitions (net of cash received from acquisitions) (5,908) (67,995)
Proceeds from sale of assets 87  1,639 
Purchase of property and equipment (15,689) (13,903)
Net cash used in investing activities (21,510) (80,259)
Cash flows from financing activities:    
Borrowings from Senior Credit Facility —  138,750 
Proceeds from common stock offering —  172,500 
Payments of borrowings from Senior Credit Facility (65,000) (323,832)
Payments on notes payable (15,445) (12,516)
Payments of contingent consideration (1,464) (1,329)
Payments of common stock offering costs —  (10,657)
Payments of debt issuance costs —  (976)
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation —  (52)
Net cash used in financing activities (81,909) (38,112)
Net decrease in cash and cash equivalents (9,439) (16,929)
Cash and cash equivalents – beginning of period 47,980  64,909 
Cash and cash equivalents – end of period $ 38,541  $ 47,980 



NV5 GLOBAL, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP FINANCIAL MEASURES
TO COMPARABLE NON-GAAP FINANCIAL MEASURES
(UNAUDITED)
(in thousands, except share data)

RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA
    Three Months Ended Twelve Months Ended
December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022
Net Income $ 8,000  $ 15,455  $ 49,973  $ 47,147 
Add: Interest expense 1,005  878  3,808  6,239 
  Income tax expense 3,702  4,953  12,401  14,958 
Depreciation and amortization 10,972  11,574  44,063  44,971 
Stock-based compensation 4,077  4,214  19,326  16,301 
Acquisition-related costs* 4,720  2,667  5,612  3,274 
Adjusted EBITDA $ 32,476  $ 39,741  $ 135,183  $ 132,890 

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


RECONCILIATION OF GAAP EPS TO ADJUSTED EPS
    Three Months Ended Twelve Months Ended
December 31, 2022 January 1, 2022 December 31, 2022 January 1, 2022
Net Income - per diluted share $ 0.52  $ 1.02  $ 3.27  $ 3.22 
Per diluted share adjustments:    
Add: Amortization expense of intangible assets 0.52  0.56  2.12  2.29 
Acquisition-related costs* 0.30  0.18  0.36  0.22 
  Income tax expense (0.13) (0.15) (0.56) (0.62)
Adjusted EPS $ 1.21  $ 1.61  $ 5.19  $ 5.11 

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