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0001532961false00015329612023-05-042023-05-04

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) May 4, 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 May 4, 2023, NV5 Global, Inc. (the “Company”) issued a press release reporting its unaudited financial results for the first quarter ended April 1, 2023.

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: May 4, 2023
 
  NV5 GLOBAL, INC.
  By: /s/ Edward Codispoti
  Name:
Title: 		Edward Codispoti
Chief Financial Officer


EX-99.1 2 nvee-2023xq1xexx991.htm EX-99.1 Document
Exhibit 99.1
NV5 ANNOUNCES FIRST QUARTER RESULTS EXCEEDING EARNINGS CONSENSUS
Hollywood, FL – May 4, 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 first quarter ended April 1, 2023.

"NV5 delivered first quarter results that were above earnings consensus and in accordance with full-year guidance for revenues and earnings. We anticipate that actions taken in the first quarter will result in accelerated growth in the second half of the year. The quarter was led by the record performance of the geospatial business, which grew 15% organically, easing headwinds in the real estate transactions business and the timing of LNG revenue due to project cycles which impacted the quarter. NV5’s first quarter performance reinforces our focus on a multidisciplinary services portfolio. We therefore maintain our full-year 2023 guidance. We completed four acquisitions in the quarter including Axim Geospatial, a leader in geospatial data analytics for the defense and intelligence community. The addition of Axim Geospatial and the recent acquisition of the L3Harris commercial geospatial software group are significant steps in our positioning to capitalize on technology services, software, and subscription-based revenue," said Dickerson Wright, PE, Chairman and CEO of NV5.
First Quarter 2023 Results*
•Gross revenues in the first quarter of 2023 were $184.3 million.
•Gross profit in the first quarter of 2023 was $96.0 million.
•Net income in the first quarter of 2023 was $5.9 million.
•Adjusted EBITDA in the first quarter of 2023 was $27.7 million.
•GAAP EPS in the first quarter of 2023 was $0.39 per share.
•Adjusted EPS in the first quarter of 2023 was $0.88 per share.
•Cash flows from operating activities in the first quarter of 2023 were $11.3 million. The first quarter cash flows from operations were impacted by the timing of working capital, including increases in unbilled receivables as a result of billing milestone payment cycles and decreases in accounts payable.
*Refer to included Consolidated Statements of Net Income and Comprehensive Income for comparison to first quarter 2022.
Reiterate Full-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 per share 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, 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 first quarter 2023 financial results at 4:30 p.m. (Eastern Time) on May 4, 2023. The accompanying presentation for the call is available by visiting http://ir.nv5.com.

Date:    Thursday, May 4, 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)
  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 



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 



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 



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
April 1, 2023 April 2, 2022
Net Income $ 5,947  $ 8,642 
Add: Interest expense 1,581  914 
  Income tax expense 1,457  2,998 
Depreciation and amortization 12,302  11,167 
Stock-based compensation 5,826  4,789 
Acquisition-related costs* 632  355 
Adjusted EBITDA $ 27,745  $ 28,865 

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


RECONCILIATION OF GAAP EPS TO ADJUSTED EPS
    Three Months Ended
April 1, 2023 April 2, 2022
Net Income - per diluted share $ 0.39  $ 0.57 
Per diluted share adjustments:    
Add: Amortization expense of intangible assets and acquisition-related costs 0.65  0.57 
  Income tax expense (0.16) (0.15)
Adjusted EPS $ 0.88  $ 0.99