株探米国株
日本語 英語
エドガーで原本を確認する
0001532961false00015329612024-02-222024-02-22

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 22, 2024
 
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 22, 2024, NV5 Global, Inc. (the “Company”) issued a press release reporting its results for the fourth quarter and full year ended December 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: February 22, 2024
 
  NV5 GLOBAL, INC.
  By: /s/ Edward Codispoti
  Name:
Title: 		Edward Codispoti
Chief Financial Officer


EX-99.1 2 nvee-2023xq4xexx991.htm EX-99.1 Document
Exhibit 99.1
NV5 ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 RESULTS; ISSUES FULL YEAR 2024 GUIDANCE
 Hollywood, FL – February 22, 2024 – 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 fourth quarter and full year ended December 30, 2023.

“NV5 delivered strong results in the fourth quarter and 14% growth over the same period in 2022, despite headwinds from continuing resolution federal project delays. Our growth initiatives in the core business are driving growth in infrastructure and transportation, and our buildings business continues to deliver strong organic growth both domestically and internationally. We completed seven acquisitions in 2023, including the expansion of our geospatial data analytics and software offerings to increase subscription-based revenues. These strategic actions taken in 2023 have positioned NV5 for accelerated organic growth in 2024, and we are well positioned to achieve our $1 billion revenue run rate by the end of the year.” said Dickerson Wright, PE, Chairman and CEO of NV5.


Fourth Quarter 2023 Financial Highlights
•Gross revenues in the fourth quarter of 2023 were $215.5 million compared to $189.8 million in the fourth quarter of 2022, a 14% increase, building strong organic growth momentum.
•Net income in the fourth quarter of 2023 was $9.9 million compared to $8.0 million in the fourth quarter of 2022, a 24% increase.
•Adjusted EBITDA in the fourth quarter of 2023 was $37.3 million compared to $32.5 million in the fourth quarter of 2022, a 15% increase.
•GAAP EPS in the fourth quarter of 2023 was $0.64 per share compared to $0.52 per share in the fourth quarter of 2022, a 23% increase. Diluted weighted average shares outstanding were 15,549,654 in the fourth quarter of 2023 compared to 15,320,123 in the fourth quarter of 2022.
•Adjusted EPS in the fourth quarter of 2023 was $1.14 per share compared to $1.21 per share in the fourth quarter of 2022, a 6% decrease. Diluted weighted average shares outstanding were 15,549,654 in the fourth quarter of 2023 compared to 15,320,123 in the fourth quarter of 2022.
•Cash flows from operating activities in the fourth quarter of 2023 were $16,772 compared to $13,589 in the fourth quarter of 2022, a 23% increase.

Full Year 2023 Financial Highlights
•Gross revenues in 2023 were $861.7 million compared to $786.8 million in 2022, a 10% increase.
•Net income in 2023 was $44.6 million compared to $50.0 million in 2022, an 11% decrease.
•Interest expense increased $9.2 million due to higher interest rates and debt related to acquisitions. We have lowered our net leverage to 1.2x, a decrease of 14% when compared to the second quarter of 2023.
•Adjusted EBITDA in 2023 was $137.9 million compared to $135.2 million in 2022, a 2% increase.
•GAAP EPS in 2023 was $2.88 per share compared to $3.27 per share in 2022, a 12% decrease. Diluted weighted average shares outstanding were 15,474,326 in 2023 compared to 15,260,186 in 2022.
•Adjusted EPS in 2023 was $4.81 per share compared to $5.19 per share in 2022, a 7% decrease. Diluted weighted average shares outstanding were 15,474,326 in 2023 compared to 15,260,186 in 2022.

Fiscal Year 2024 Guidance
•Gross revenues between $930 million and $935 million.
•GAAP EPS between $2.86 per share and $2.92 per share.
•Adjusted EPS between $5.00 and $5.06 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 2023 financial results at 4:30 p.m. (Eastern Time) on February 22, 2024. The accompanying presentation for the call is available by visiting http://ir.nv5.com.

Date:    Thursday, February 22, 2024
Time:    4:30 p.m. Eastern
Toll-free dial-in number:    +1 800-715-9871
International dial-in number:    +1 646-307-1963
Conference ID:    2719957
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, consulting solutions, and software applications 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)
  December 30, 2023 December 31, 2022
Assets    
Current assets:    
Cash and cash equivalents $ 44,824  $ 38,541 
Billed receivables, net 152,593  145,637 
Unbilled receivables, net 113,271  92,862 
Prepaid expenses and other current assets 18,376  13,636 
Total current assets 329,064  290,676 
Property and equipment, net 50,268  41,640 
Right-of-use lease assets, net 36,836  39,314 
Intangible assets, net 226,702  160,431 
Goodwill 524,573  400,957 
Other assets 3,149  2,705 
Total Assets $ 1,170,592  $ 935,723 
Liabilities and Stockholders’ Equity    
Current liabilities:    
Accounts payable $ 54,865  $ 57,771 
Accrued liabilities 47,423  44,313 
Billings in excess of costs and estimated earnings on uncompleted contracts 41,679  31,183 
Other current liabilities 2,263  1,597 
Current portion of contingent consideration 3,922  10,854 
Current portion of notes payable and other obligations 9,267  15,176 
Total current liabilities 159,419  160,894 
Contingent consideration, less current portion 143  4,481 
Other long-term liabilities 26,930  29,542 
Notes payable and other obligations, less current portion 205,468  39,673 
Deferred income tax liabilities, net 2,837  6,893 
Total liabilities 394,797  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, 15,895,255 and 15,523,300 shares issued and outstanding as of December 30, 2023 and December 31, 2022, respectively 159  155 
Additional paid-in capital 508,256  471,300 
Accumulated other comprehensive income (loss) (18) — 
Retained earnings 267,398  222,785 
Total stockholders’ equity 775,795  694,240 
Total liabilities and stockholders’ equity $ 1,170,592  $ 935,723 



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 30, 2023 December 31, 2022 December 30, 2023 December 31, 2022
Gross revenues $ 215,497  $ 189,818  $ 861,739  $ 786,778 
Direct costs:
Salaries and wages 53,291  44,830  215,608  186,806 
Sub-consultant services 37,854  37,084  150,681  153,641 
Other direct costs 15,732  14,931  65,088  60,357 
Total direct costs 106,877  96,845  431,377  400,804 
Gross profit 108,620  92,973  430,362  385,974 
Operating expenses:
Salaries and wages, payroll taxes, and benefits 54,254  46,769  226,137  193,488 
General and administrative 17,941  18,501  67,668  66,114 
Facilities and facilities related 5,683  5,431  22,891  21,252 
Depreciation and amortization 14,060  9,565  52,486  38,938 
Total operating expenses 91,938  80,266  369,182  319,792 
Income from operations 16,682  12,707  61,180  66,182 
Interest expense (3,859) (1,005) (12,970) (3,808)
Income before income tax expense 12,823  11,702  48,210  62,374 
Income tax expense (2,888) (3,702) (3,597) (12,401)
Net income $ 9,935  $ 8,000  $ 44,613  $ 49,973 
Earnings per share:
Basic $ 0.65  $ 0.54  $ 2.96  $ 3.39 
Diluted $ 0.64  $ 0.52  $ 2.88  $ 3.27 
Weighted average common shares outstanding:
Basic 15,236,465  14,816,773  15,086,040  14,753,738 
Diluted 15,549,654  15,320,123  15,474,326  15,260,186 
Comprehensive income:
Net income $ 9,935  $ 8,000  $ 44,613  $ 49,973 
Foreign currency translation gain (loss), net of tax 593  —  (18) — 
Comprehensive income $ 10,528  $ 8,000  $ 44,595  $ 49,973 



NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Twelve Months Ended
  December 30, 2023 December 31, 2022
Cash flows from operating activities:    
Net income $ 44,613  $ 49,973 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 58,020  44,063 
Non-cash lease expense 13,562  12,813 
Provision for doubtful accounts 1,261  (60)
Stock-based compensation 22,379  19,326 
Change in fair value of contingent consideration (9,280) 2,972 
Gain on disposals of property and equipment (694) (328)
Other (125) — 
Deferred income taxes (25,709) (18,492)
Amortization of debt issuance costs 758  724 
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables 7,584  10,212 
Unbilled receivables (15,666) (3,303)
Prepaid expenses and other assets (2,292) (1,125)
Accounts payable (8,470) (1,673)
Accrued liabilities and other long-term liabilities (19,848) (19,901)
Contingent consideration (1,307) (800)
Billings in excess of costs and estimated earnings on uncompleted contracts (3,243) (296)
Other current liabilities 664  (125)
Net cash provided by operating activities 62,207  93,980 
Cash flows from investing activities:    
Cash paid for acquisitions (net of cash received from acquisitions) (189,345) (5,908)
Proceeds from sale of assets 720  87 
Purchase of property and equipment (17,166) (15,689)
Net cash used in investing activities (205,791) (21,510)
Cash flows from financing activities:    
Borrowings from Senior Credit Facility 188,000  — 
Payments of borrowings from Senior Credit Facility (26,000) (65,000)
Payments on notes payable (11,071) (15,445)
Payments of contingent consideration (993) (1,464)
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 149,855  (81,909)
Effect of exchange rate changes on cash and cash equivalents 12  — 
Net increase (decrease) in cash and cash equivalents 6,283  (9,439)
Cash and cash equivalents – beginning of period 38,541  47,980 
Cash and cash equivalents – end of period $ 44,824  $ 38,541 



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 30, 2023 December 31, 2022 December 30, 2023 December 31, 2022
Net Income $ 9,935  $ 8,000  $ 44,613  $ 49,973 
Add: Interest expense 3,859  1,005  12,970  3,808 
  Income tax expense 2,888  3,702  3,597  12,401 
Depreciation and amortization 15,522  10,972  58,020  44,063 
Stock-based compensation 5,875  4,077  22,379  19,326 
Acquisition-related costs* (731) 4,720  (3,706) 5,612 
Adjusted EBITDA $ 37,348  $ 32,476  $ 137,873  $ 135,183 

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


RECONCILIATION OF GAAP EPS TO ADJUSTED EPS
    Three Months Ended Twelve Months Ended
December 30, 2023 December 31, 2022 December 30, 2023 December 31, 2022
Net Income - per diluted share $ 0.64  $ 0.52  $ 2.88  $ 3.27 
Per diluted share adjustments:    
Add: Amortization expense of intangible assets 0.76  0.52  2.82  2.12 
Acquisition-related costs* (0.06) 0.30  (0.14) 0.36 
  Income tax expense (0.20) (0.13) (0.75) (0.56)
Adjusted EPS $ 1.14  $ 1.21  $ 4.81  $ 5.19 

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