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0001532961false00015329612023-08-092023-08-09

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 9, 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 August 9, 2023, NV5 Global, Inc. (the “Company”) issued a press release reporting its unaudited financial results for the second quarter ended July 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: August 9, 2023
 
  NV5 GLOBAL, INC.
  By: /s/ Edward Codispoti
  Name:
Title: 		Edward Codispoti
Chief Financial Officer


EX-99.1 2 nvee-2023xq2xexx991.htm EX-99.1 Document
Exhibit 99.1
NV5 ANNOUNCES SECOND QUARTER RESULTS; EXCEEDS ANALYST CONSENSUS
Hollywood, FL – August 9, 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 second quarter ended July 1, 2023.

"We are pleased with our second quarter results. Our business continues to demonstrate resilience in difficult market conditions as it grew over the first quarter. Sustainable infrastructure, ESG service offerings, and technology solutions as supplied by NV5 are in increasing demand. The addition of Axim Geospatial and Visual Information Solutions Geospatial Software have strengthened our leadership position in geospatial data analytics and the acquisition of Red Technologies expands our capabilities in the growing Asia-Pacific data center market. Overall, we are well-positioned for organic growth and acquisition expansion," said Dickerson Wright, PE, Chairman and CEO of NV5.
Second Quarter 2023 Results
•Gross revenues in the second quarter of 2023 were $222.6 million compared to $202.7 million in the second quarter of 2022, a 10% increase.
•Gross profit in the second quarter of 2023 was $110.3 million compared to $99.2 million in the second quarter of 2022, an 11% increase.
•Net income in the second quarter of 2023 was $15.4 million compared to $17.3 million in the second quarter of 2022. Net income was impacted by increases in amortization from acquisitions and interest expense, as well as lower income from operations in our real estate transactional and LNG businesses. Our real estate transactional business was affected by market reactions to increases in interest rates and our LNG business was affected by the timing of project cycles.
•Adjusted EBITDA in the second quarter of 2023 was $35.0 million compared to $37.8 million in the second quarter of 2022. Adjusted EBITDA was impacted by lower income from operations in our real estate transactional and LNG businesses. Our real estate transactional business was affected by market reactions to increases in interest rates and our LNG business was affected by the timing of project cycles.
•GAAP EPS in the second quarter of 2023 was $1.00 per share compared to $1.13 per share in the second quarter of 2022.
•Adjusted EPS in the second quarter of 2023 was $1.29 per share compared to $1.49 per share in the second quarter of 2022.
Six Months Ended July 1, 2023 Results
•Gross revenues for the six months ended July 1, 2023 were $407.0 million compared to $392.9 million in the six months ended July 2, 2022, a 4% increase.
•Gross profit for the six months ended July 1, 2023 were $206.3 million compared to $193.1 million in the six months ended July 2, 2022, a 7% increase.
•Net income for the six months ended July 1, 2023 was $21.4 million compared to $25.9 million in the six months ended July 2, 2022. Net income was impacted by increases in amortization from acquisitions and interest expense, as well as lower income from operations in our real estate transactional and LNG businesses. Our real estate transactional business was affected by market reactions to increases in interest rates and our LNG business was affected by the timing of project cycles.
•Adjusted EBITDA for the six months ended July 1, 2023 was $62.7 million compared to $66.7 million in the six months ended July 2, 2022. Adjusted EBITDA was impacted by lower income from operations in our real estate transactional and LNG businesses. Our real estate transactional business was affected by market reactions to increases in interest rates and our LNG business was affected by the timing of project cycles.
•GAAP EPS for the six months ended July 1, 2023 was $1.39 per share compared to $1.70 per share in the six months ended July 2, 2022.
•Adjusted EPS for the six months ended July 1, 2023 was $2.16 per share compared to $2.48 per share in the six months ended July 2, 2022.



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 2023 financial results at 4:30 p.m. (Eastern Time) on August 9, 2023. The accompanying presentation for the call is available by visiting http://ir.nv5.com.

Date:    Wednesday, August 9, 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: Construction quality assurance, infrastructure engineering, utility services, buildings & technology, 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 1, 2023 December 31, 2022
Assets
Current assets:
Cash and cash equivalents $ 28,827  $ 38,541 
Billed receivables, net 149,110  145,637 
Unbilled receivables, net 107,192  92,862 
Prepaid expenses and other current assets 20,501  13,636 
Total current assets 305,630  290,676 
Property and equipment, net 49,392  41,640 
Right-of-use lease assets, net 38,628  39,314 
Intangible assets, net 243,579  160,431 
Goodwill 526,848  400,957 
Other assets 3,751  2,705 
Total Assets $ 1,167,828  $ 935,723 
Liabilities and Stockholders’ Equity    
Current liabilities:    
Accounts payable $ 55,578  $ 57,771 
Accrued liabilities 52,735  44,313 
Billings in excess of costs and estimated earnings on uncompleted contracts 37,195  31,183 
Other current liabilities 2,072  1,597 
Current portion of contingent consideration 4,149  10,854 
Current portion of notes payable and other obligations 14,800  15,176 
Total current liabilities 166,529  160,894 
Contingent consideration, less current portion 1,897  4,481 
Other long-term liabilities 28,526  29,542 
Notes payable and other obligations, less current portion 209,241  39,673 
Deferred income tax liabilities, net 20,487  6,893 
Total liabilities 426,680  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, 15,890,908 and 15,523,300 shares issued and outstanding as of July 1, 2023 and December 31, 2022, respectively 159  155 
Additional paid-in capital 497,035  471,300 
Accumulated other comprehensive income (loss) (191) — 
Retained earnings 244,145  222,785 
Total stockholders’ equity 741,148  694,240 
Total liabilities and stockholders’ equity $ 1,167,828  $ 935,723 



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 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022
Gross revenues $ 222,638  $ 202,732  $ 406,955  $ 392,885 
Direct costs:
Salaries and wages 57,079  47,704  105,463  93,681 
Sub-consultant services 39,690  40,479  67,304  75,305 
Other direct costs 15,569  15,309  27,890  30,833 
Total direct costs 112,338  103,492  200,657  199,819 
Gross profit 110,300  99,240  206,298  193,066 
Operating expenses:
Salaries and wages, payroll taxes, and benefits 58,949  47,283  111,621  97,049 
General and administrative 11,551  14,494  29,472  30,881 
Facilities and facilities related 5,823  5,195  11,197  10,381 
Depreciation and amortization 13,539  9,668  24,585  19,602 
Total operating expenses 89,862  76,640  176,875  157,913 
Income from operations 20,438  22,600  29,423  35,153 
Interest expense (3,648) (887) (5,229) (1,801)
Income before income tax expense 16,790  21,713  24,194  33,352 
Income tax expense (1,377) (4,445) (2,834) (7,442)
Net income $ 15,413  $ 17,268  $ 21,360  $ 25,910 
Earnings per share:    
Basic $ 1.03  $ 1.17  $ 1.43  $ 1.76 
Diluted $ 1.00  $ 1.13  $ 1.39  $ 1.70 
Weighted average common shares outstanding:
Basic 15,014,106  14,736,167  14,948,796  14,714,745 
Diluted 15,451,788  15,232,157  15,421,535  15,211,835 
Comprehensive income:
Net income $ 15,413  $ 17,268  $ 21,360  $ 25,910 
Foreign currency translation losses, net of tax (191) —  (191) — 
Comprehensive income $ 15,222  $ 17,268  $ 21,169  $ 25,910 



NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Six Months Ended
  July 1, 2023 July 2, 2022
Cash flows from operating activities:
Net income $ 21,360  $ 25,910 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 27,205  22,058 
Non-cash lease expense 6,784  6,265 
Provision for doubtful accounts 607  594 
Stock-based compensation 10,728  9,615 
Change in fair value of contingent consideration (7,514) (518)
Gain on disposals of property and equipment (408) (61)
Deferred income taxes (7,673) (3,014)
Amortization of debt issuance costs 365  370 
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables 10,882  15,152 
Unbilled receivables (9,842) (3,801)
Prepaid expenses and other assets (4,691) (511)
Accounts payable (8,164) (4,349)
Accrued liabilities and other long-term liabilities (5,698) (6,309)
Billings in excess of costs and estimated earnings on uncompleted contracts (7,606) (6,867)
Contingent consideration (1,307) — 
Other current liabilities 474  (276)
Net cash provided by operating activities 25,502  54,258 
Cash flows from investing activities:    
Cash paid for acquisitions (net of cash received from acquisitions) (186,242) (4,670)
Proceeds from sale of assets 295  48 
Purchase of property and equipment (10,239) (10,379)
Net cash used in investing activities (196,186) (15,001)
Cash flows from financing activities:    
Borrowings from Senior Credit Facility 180,000  — 
Payments on notes payable (5,131) (6,218)
Payments of contingent consideration (793) (1,597)
Payments of borrowings from Senior Credit Facility (13,000) (35,000)
Net cash provided by (used in) financing activities 161,076  (42,815)
Effect of exchange rate changes on cash and cash equivalents (106) — 
Net decrease in cash and cash equivalents (9,714) (3,558)
Cash and cash equivalents – beginning of period 38,541  47,980 
Cash and cash equivalents – end of period $ 28,827  $ 44,422 



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 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022
Net Income $ 15,413  $ 17,268  $ 21,360  $ 25,910 
Add: Interest expense 3,648  887  5,229  1,801 
  Income tax expense 1,377  4,445  2,834  7,442 
Depreciation and amortization 14,905  10,891  27,205  22,058 
Stock-based compensation 4,902  4,826  10,728  9,615 
Acquisition-related costs* (5,294) (506) (4,661) (151)
Adjusted EBITDA $ 34,951  $ 37,811  $ 62,695  $ 66,675 

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


RECONCILIATION OF GAAP EPS TO ADJUSTED EPS
    Three Months Ended Six Months Ended
July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022
Net Income - per diluted share $ 1.00  $ 1.13  $ 1.39  $ 1.70 
Per diluted share adjustments:    
Add: Amortization expense of intangible assets and acquisition-related costs 0.49  0.50  1.13  1.06 
  Income tax expense (0.20) (0.14) (0.36) (0.28)
Adjusted EPS $ 1.29  $ 1.49  $ 2.16  $ 2.48