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0001532961false00015329612023-11-022023-11-02

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 2, 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 November 2, 2023, NV5 Global, Inc. (the “Company”) issued a press release reporting its unaudited financial results for the third quarter ended September 30, 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: November 2, 2023
 
  NV5 GLOBAL, INC.
  By: /s/ Edward Codispoti
  Name:
Title: 		Edward Codispoti
Chief Financial Officer


EX-99.1 2 nvee-2023xq3xexx991.htm EX-99.1 Document
Exhibit 99.1
NV5 ANNOUNCES THIRD QUARTER RESULTS; EXCEEDS ANALYST CONSENSUS
Hollywood, FL – November 2, 2023 – NV5 Global, Inc. (Nasdaq: NVEE) ("NV5" or the "Company"), a provider of technology, conformity assessment, consulting solutions, and software applications, today reported financial results for the third quarter ended September 30, 2023.

"NV5 delivered record revenues of $239 million in the third quarter of 2023, a 17% increase over the same period a year ago. Our geospatial business continued to build upon its strong performance in the first half of 2023 and we had strong performances by our clean energy, technology, data center, and international businesses. Our Red Technologies acquisition expanded our international footprint as we capitalized on the universal demand for data centers. The infrastructure business continues its acceleration throughout 2023, growing 6% compared to the second quarter of the 2023 and 16% compared to the first quarter. We approach 2024 with a record backlog of $833 million and we are well-positioned to achieve our goal of a $1 billion revenue run rate by the end of next year." said Dickerson Wright, PE, Chairman and CEO of NV5.
Third Quarter 2023 Results
•Gross revenues in the third quarter of 2023 were $239.3 million compared to $204.1 million in the third quarter of 2022, a 17% increase.
•Positive trends in our organic growth.
•Gross profit in the third quarter of 2023 was $115.4 million compared to $99.9 million in the third quarter of 2022, a 16% increase.
•Net income in the third quarter of 2023 was $13.3 million compared to $16.1 million in the third quarter of 2022. Net income was impacted by increases in amortization from acquisitions, acquisition-related costs, interest expense, and income tax benefits, as well as lower margins in our LNG business, driven by project timing.
•Adjusted EBITDA in the third quarter of 2023 was $37.8 million compared to $36.0 million in the third quarter of 2022, a 5% increase. Adjusted EBITDA was impacted by lower margins in our LNG business, driven by project timing.
•GAAP EPS in the third quarter of 2023 was $0.86 per share compared to $1.05 per share in the third quarter of 2022. Diluted weighted average shares were 15,497,836 in the third quarter of 2023, compared to 15,301,545 in the third quarter of 2022.
•Adjusted EPS in the third quarter of 2023 was $1.51 per share compared to $1.50 per share in the third quarter of 2022. Diluted weighted average shares were 15,497,836 in the third quarter of 2023, compared to 15,301,545 in the third quarter of 2022.
Nine Months Ended September 30, 2023 Results
•Gross revenues for the nine months ended September 30, 2023 were $646.2 million compared to $597.0 million in the nine months ended October 1, 2022, an 8% increase.
•Gross profit for the nine months ended September 30, 2023 was $321.7 million compared to $293.0 million in the nine months ended October 1, 2022, a 10% increase.
•Net income for the nine months ended September 30, 2023 was $34.7 million compared to $42.0 million in the nine months ended October 1, 2022. Net income was impacted by increases in amortization from acquisitions, interest expense, and benefits from acquisition-related costs. Net income was also affected by lower margins in our LNG business, driven by project timing, and lower income from operations in our real estate transactional business.
•Adjusted EBITDA for the nine months ended September 30, 2023 was $100.5 million compared to $102.7 million in the nine months ended October 1, 2022. Adjusted EBITDA was impacted by lower margins in our LNG business, driven by project timing, and lower income from operations in our real estate business.
•GAAP EPS for the nine months ended September 30, 2023 was $2.24 per share compared to $2.75 per share in the nine months ended October 1, 2022. Diluted weighted average shares were 15,448,693 for the nine months ended September 30, 2023, compared to 15,242,453 in the nine months ended October 1, 2022.
•Adjusted EPS for the nine months ended September 30, 2023 was $3.67 per share compared to $3.99 per share in the nine months ended October 1, 2022. Diluted weighted average shares were 15,448,693 for the nine months ended September 30, 2023, compared to 15,242,453 in the nine months ended October 1, 2022.



Full-Year Guidance
•Gross revenues between $860 million and $868 million.
•GAAP EPS between $2.80 per share and $3.17 per share.
•Adjusted EPS between $4.79 per share and $5.16 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 third quarter 2023 financial results at 4:30 p.m. (Eastern Time) on November 2, 2023. The accompanying presentation for the call is available by visiting http://ir.nv5.com.

Date:    Thursday, November 2, 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)
  September 30, 2023 December 31, 2022
Assets
Current assets:
Cash and cash equivalents $ 46,439  $ 38,541 
Billed receivables, net 166,859  145,637 
Unbilled receivables, net 122,049  92,862 
Prepaid expenses and other current assets 14,239  13,636 
Total current assets 349,586  290,676 
Property and equipment, net 49,930  41,640 
Right-of-use lease assets, net 39,105  39,314 
Intangible assets, net 236,433  160,431 
Goodwill 527,030  400,957 
Other assets 3,881  2,705 
Total Assets $ 1,205,965  $ 935,723 
Liabilities and Stockholders’ Equity    
Current liabilities:    
Accounts payable $ 67,144  $ 57,771 
Accrued liabilities 64,538  44,313 
Billings in excess of costs and estimated earnings on uncompleted contracts 42,808  31,183 
Other current liabilities 2,286  1,597 
Current portion of contingent consideration 3,845  10,854 
Current portion of notes payable and other obligations 12,989  15,176 
Total current liabilities 193,610  160,894 
Contingent consideration, less current portion 1,897  4,481 
Other long-term liabilities 29,102  29,542 
Notes payable and other obligations, less current portion 215,642  39,673 
Deferred income tax liabilities, net 5,797  6,893 
Total liabilities 446,048  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, 15,892,912 and 15,523,300 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 159  155 
Additional paid-in capital 502,909  471,300 
Accumulated other comprehensive income (loss) (612) — 
Retained earnings 257,461  222,785 
Total stockholders’ equity 759,917  694,240 
Total liabilities and stockholders’ equity $ 1,205,965  $ 935,723 



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
September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022
Gross revenues $ 239,287  $ 204,075  $ 646,242  $ 596,960 
Direct costs:
Salaries and wages 56,853  48,295  162,316  141,976 
Sub-consultant services 45,522  41,253  112,827  116,557 
Other direct costs 21,468  14,592  49,357  45,426 
Total direct costs 123,843  104,140  324,500  303,959 
Gross profit 115,444  99,935  321,742  293,001 
Operating expenses:
Salaries and wages, payroll taxes, and benefits 60,262  49,670  171,883  146,719 
General and administrative 20,257  16,730  49,728  47,611 
Facilities and facilities related 6,011  5,441  17,208  15,822 
Depreciation and amortization 13,840  9,771  38,426  29,373 
Total operating expenses 100,370  81,612  277,245  239,525 
Income from operations 15,074  18,323  44,497  53,476 
Interest expense (3,882) (1,003) (9,111) (2,804)
Income before income tax benefit (expense) 11,192  17,320  35,386  50,672 
Income tax benefit (expense) 2,124  (1,257) (710) (8,699)
Net income $ 13,316  $ 16,063  $ 34,676  $ 41,973 
Earnings per share:    
Basic $ 0.88  $ 1.09  $ 2.31  $ 2.85 
Diluted $ 0.86  $ 1.05  $ 2.24  $ 2.75 
Weighted average common shares outstanding:
Basic 15,210,100  14,768,689  15,035,898  14,732,726 
Diluted 15,497,836  15,301,545  15,448,693  15,242,453 
Comprehensive income:
Net income $ 13,316  $ 16,063  $ 34,676  $ 41,973 
Foreign currency translation losses, net of tax (421) —  (612) — 
Comprehensive income $ 12,895  $ 16,063  $ 34,064  $ 41,973 



NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Nine Months Ended
  September 30, 2023 October 1, 2022
Cash flows from operating activities:
Net income $ 34,676  $ 41,973 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 42,498  33,091 
Non-cash lease expense 10,346  9,409 
Provision for doubtful accounts 940  1,252 
Stock-based compensation 16,504  15,249 
Change in fair value of contingent consideration (7,518) (543)
Gain on disposals of property and equipment (633) (100)
Deferred income taxes (25,447) (4,288)
Amortization of debt issuance costs 573  556 
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables (6,364) 13,281 
Unbilled receivables (24,442) (8,633)
Prepaid expenses and other assets 1,944  (8,105)
Accounts payable 3,846  (7,937)
Accrued liabilities and other long-term liabilities 1,243  (1,608)
Billings in excess of costs and estimated earnings on uncompleted contracts (2,113) (2,902)
Contingent consideration (1,307) — 
Other current liabilities 689  (304)
Net cash provided by operating activities 45,435  80,391 
Cash flows from investing activities:    
Cash paid for acquisitions (net of cash received from acquisitions) (189,109) (5,020)
Proceeds from sale of assets 295  87 
Purchase of property and equipment (14,257) (14,874)
Net cash used in investing activities (203,071) (19,807)
Cash flows from financing activities:    
Borrowings from Senior Credit Facility 188,000  — 
Payments on notes payable (6,399) (7,796)
Payments of contingent consideration (793) (1,597)
Payments of borrowings from Senior Credit Facility (15,000) (45,000)
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation (81) — 
Net cash provided by (used in) financing activities 165,727  (54,393)
Effect of exchange rate changes on cash and cash equivalents (193) — 
Net increase in cash and cash equivalents 7,898  6,191 
Cash and cash equivalents – beginning of period 38,541  47,980 
Cash and cash equivalents – end of period $ 46,439  $ 54,171 



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
September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022
Net Income $ 13,316  $ 16,063  $ 34,676  $ 41,973 
Add: Interest expense 3,882  1,003  9,111  2,804 
  Income tax (benefit) expense (2,124) 1,257  710  8,699 
Depreciation and amortization 15,293  11,033  42,498  33,091 
Stock-based compensation 5,777  5,634  16,504  15,249 
Acquisition-related costs* 1,702  1,043  (2,959) 892 
Adjusted EBITDA $ 37,846  $ 36,033  $ 100,540  $ 102,708 

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


RECONCILIATION OF GAAP EPS TO ADJUSTED EPS
    Three Months Ended Nine Months Ended
September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022
Net Income - per diluted share $ 0.86  $ 1.05  $ 2.24  $ 2.75 
Per diluted share adjustments:    
Add: Amortization expense of intangible assets and acquisition-related costs 0.85  0.59  1.98  1.66 
  Income tax expense (0.20) (0.14) (0.55) (0.42)
Adjusted EPS $ 1.51  $ 1.50  $ 3.67  $ 3.99