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0001532961false00015329612024-11-072024-11-07

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 7, 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 November 7, 2024, NV5 Global, Inc. (the “Company”) issued a press release reporting its preliminary unaudited financial results for the third quarter ended September 28, 2024.

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 7, 2024
 
  NV5 GLOBAL, INC.
  By: /s/ Edward Codispoti
  Name:
Title: 		Edward Codispoti
Chief Financial Officer


EX-99.1 2 nvee-2024xq3xexx991.htm EX-99.1 Document
Exhibit 99.1
NV5 ANNOUNCES PRELIMINARY UNAUDITED RECORD THIRD QUARTER RESULTS
Hollywood, FL – November 7, 2024 – NV5 Global, Inc. (Nasdaq GS: NVEE) ("NV5" or the "Company"), a provider of technology, conformity assessment, consulting solutions, and software applications, today reported preliminary unaudited record financial results for the third quarter ended September 28, 2024.

"NV5 delivered record results in the third quarter in gross revenues and Adjusted EBITDA1, as well as improved profit margins. These results were driven by strong organic growth throughout our operations, and we have now achieved our targeted annual revenue run rate of over $1 billion. NV5 enters the fourth quarter with tailwinds from both a record backlog and substantial industry investments for our services. We anticipate strong growth for the remainder of 2024 and entering the new year," said Dickerson Wright, Executive Chairman of NV5.
Preliminary Unaudited Third Quarter 2024 Results2
Gross revenues in the third quarter of 2024 grew 6% to $250.9 million from $237.5 million in the third quarter of 2023 and our gross profit increased 13% to $129.5 million. This represents a gross margin expansion of 350 basis points to 51.6%.
Net income in the third quarter of 2024 grew 31% to $17.1 million from $13.1 million in the third quarter of 2023. Net income includes $665k of higher interest expense this quarter as a result of higher debt balances, although our net leverage remains low at 1.3x. Our GAAP EPS in the third quarter of 2024 grew 29% to $0.27 per share from $0.21 per share in the third quarter of 2023. Cash flows from operating activities in the third quarter of 2024 grew 145% to $48.9 million from $19.9 million in the third quarter of 2023.
Our Adjusted EBITDA increased 21% to $44.5 million from $36.7 million, and our Adjusted EBITDA margin expanded to 17.7% from 15.4% in the prior year quarter. Our Adjusted EPS1 grew 22% to $0.44 per share compared to $0.36 per share in the third quarter of 2023.
Prior Periods
In the course of preparing the Company’s unaudited consolidated financial statements to be filed as part of Form 10-Q for the quarter ended September 28, 2024, the Company identified out of period project revenue associated with one customer acquired through its February 2023 acquisition of Continental Mapping Acquisition Corp. and its subsidiaries, including Axim Geospatial, LLC (collectively "Axim").
Prior periods presented in this press release have been revised as follows to correct the impact of the out of period revenue based on information currently available:
•For the three months ended September 30, 2023, gross revenues of $239.3 million were overstated by $1.7 million, net income of $13.3 million was overstated by $260k, Diluted GAAP EPS was not impacted, Adjusted EPS of $0.38 per share was overstated by $0.02, and Adjusted EBITDA of $37.8 million was overstated by $1.2 million.
•For the nine months ended September 30, 2023, gross revenues of $646.2 million were overstated by $3.9 million, net income of $34.7 million was overstated by $1.1 million, Diluted GAAP EPS of $0.56 per share was overstated by $0.02, Adjusted EPS of $0.92 per share was overstated by $0.04, and Adjusted EBITDA of $100.5 million was overstated by $3.5 million.
•For the six months ended June 29, 2024, gross revenues of $449.6 million were overstated by $5.8 million, net income of $8.3 million was overstated by $2.8 million, Diluted GAAP EPS of $0.13 per share was overstated by $0.04, Adjusted EPS of $0.48 per share was overstated by $0.06, and Adjusted EBITDA of $67.2 million was overstated by $4.6 million.
There was no impact on cash flows from operating activities in our previously issued Consolidated Statement of Cash Flows in any prior period.
1 Non-GAAP financial measures; see pages 2 and 7 for explanations.
2 Prior periods presented in this press release have been adjusted to correct for the misstatements described in the section above. Unaudited results are based on information currently available to the Company and could differ from the final amounts that the Company ultimately reports in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2024. The Company assumes no obligation and does not intend to update these estimates prior to filing its Form 10-Q for the fiscal quarter ended September 28, 2024.


Updated Guidance for Full Year 2024
Gross revenues: $939 million to $943 million.
GAAP EPS: $0.48 per share to $0.54 per share (adjusted for 4-1 forward stock split).
Adjusted EPS: $1.15 per share to $1.19 per share (adjusted for 4-1 forward stock split).

Form 12b-25 Extension

The Company plans to file a Form 12b-25, Notification of Late Filing, with the U.S. Securities and Exchange Commission (“SEC”) related to the Form 10-Q for the quarter ended September 28, 2024. The Company is working to finalize its financial statements and currently intends to file its Form 10-Q by November 12, 2024, the end of the 5-day extension period.

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 third quarter 2024 financial results at 4:30 p.m. (Eastern Time) on November 7, 2024. The accompanying presentation for the call is available by visiting http://ir.nv5.com.

Date:    Thursday, November 7, 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 GS: 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)
  September 28, 2024 December 30, 2023
Assets
Current assets:
Cash and cash equivalents $ 73,257  $ 44,824 
Billed receivables, net 164,406  152,593 
Unbilled receivables, net 143,274  111,304 
Prepaid expenses and other current assets 18,185  18,376 
Total current assets 399,122  327,097 
Property and equipment, net 56,386  50,268 
Right-of-use lease assets, net 33,743  36,836 
Intangible assets, net 210,967  210,659 
Goodwill 569,994  549,798 
Deferred income tax assets, net 20,296  6,388 
Other assets 2,695  3,149 
Total Assets $ 1,293,203  $ 1,184,195 
Liabilities and Stockholders’ Equity    
Current liabilities:    
Accounts payable $ 72,194  $ 54,397 
Accrued liabilities 52,525  47,526 
Billings in excess of costs and estimated earnings on uncompleted contracts 56,082  59,373 
Other current liabilities 2,746  2,263 
Current portion of contingent consideration 2,653  3,922 
Current portion of notes payable and other obligations 8,627  9,267 
Total current liabilities 194,827  176,748 
Contingent consideration, less current portion 2,970  143 
Other long-term liabilities 23,973  26,930 
Notes payable and other obligations, less current portion 248,432  205,468 
Total liabilities 470,202  409,289 
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; 180,000,000 shares authorized, 65,155,904 and 63,581,020 shares issued and outstanding as of September 28, 2024 and December 30, 2023, respectively
 652  636 
Additional paid-in capital 532,638  507,779 
Accumulated other comprehensive income (loss) 653  (18)
Retained earnings 289,058  266,509 
Total stockholders’ equity 823,001  774,906 
Total liabilities and stockholders’ equity $ 1,293,203  $ 1,184,195 



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 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023
Gross revenues $ 250,885  $ 237,545  $ 694,750  $ 642,301 
Direct costs:
Salaries and wages 60,574  56,853  178,419  162,316 
Sub-consultant services 46,910  44,960  114,324  112,367 
Other direct costs 13,891  21,468  40,964  49,357 
Total direct costs 121,375  123,281  333,707  324,040 
Gross profit 129,510  114,264  361,043  318,261 
Operating expenses:
Salaries and wages, payroll taxes, and benefits 66,922  60,262  200,466  171,883 
General and administrative 20,897  20,257  64,320  49,728 
Facilities and facilities related 5,873  6,011  17,869  17,208 
Depreciation and amortization 15,303  12,981  44,745  36,371 
Total operating expenses 108,995  99,511  327,400  275,190 
Income from operations 20,515  14,753  33,643  43,071 
Interest expense (4,547) (3,882) (13,344) (9,111)
Income before income tax benefit (expense) 15,968  10,871  20,299  33,960 
Income tax benefit (expense) 1,110  2,185  2,250  (382)
Net income $ 17,078  $ 13,056  $ 22,549  $ 33,578 
Earnings per share:    
Basic $ 0.28  $ 0.21  $ 0.37  $ 0.56 
Diluted $ 0.27  $ 0.21  $ 0.36  $ 0.54 
Weighted average common shares outstanding:
Basic 61,982,888  60,840,402  61,500,930  60,143,591 
Diluted 63,042,962  61,991,348  62,769,575  61,794,767 
Comprehensive income:
Net income $ 17,078  $ 13,056  $ 22,549  $ 33,578 
Foreign currency translation income (loss), net of tax 1,348  (421) 671  (612)
Comprehensive income $ 18,426  $ 12,635  $ 23,220  $ 32,966 



NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Nine Months Ended
  September 28, 2024 September 30, 2023
Cash flows from operating activities:
Net income $ 22,549  $ 33,578 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 49,289  40,443 
Non-cash lease expense 9,516  10,346 
Provision for doubtful accounts 1,072  940 
Stock-based compensation 19,943  16,504 
Change in fair value of contingent consideration —  (7,518)
Gain on disposals of property and equipment (653) (633)
Other 296  — 
Deferred income taxes (14,038) (25,861)
Amortization of debt issuance costs 556  573 
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables (9,247) (6,364)
Unbilled receivables (28,930) (26,902)
Prepaid expenses and other assets 3,029  1,944 
Accounts payable 15,199  3,386 
Accrued liabilities and other long-term liabilities (6,063) 1,329 
Billings in excess of costs and estimated earnings on uncompleted contracts (4,438) 4,288 
Contingent consideration (1,455) (1,307)
Other current liabilities 486  689 
Net cash provided by operating activities 57,111  45,435 
Cash flows from investing activities:    
Cash paid for acquisitions (net of cash received from acquisitions) (54,347) (189,109)
Proceeds from sale of assets 270  295 
Purchase of property and equipment (13,410) (14,257)
Net cash used in investing activities (67,487) (203,071)
Cash flows from financing activities:    
Borrowings from Senior Credit Facility 58,000  188,000 
Payments on notes payable and other obligations (6,122) (6,399)
Payments of contingent consideration (1,585) (793)
Payments of borrowings from Senior Credit Facility (12,000) (15,000)
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation —  (81)
Net cash provided by financing activities 38,293  165,727 
Effect of exchange rate changes on cash and cash equivalents 516  (193)
Net increase in cash and cash equivalents 28,433  7,898 
Cash and cash equivalents – beginning of period 44,824  38,541 
Cash and cash equivalents – end of period $ 73,257  $ 46,439 



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

RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA
    Three Months Ended Nine Months Ended
September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023
Net Income $ 17,078  $ 13,056  $ 22,549  $ 33,578 
Add: Interest expense 4,547  3,882  13,344  9,111 
  Income tax (benefit) expense (1,110) (2,185) (2,250) 382 
Depreciation and amortization 16,761  14,434  49,289  40,443 
Stock-based compensation 5,955  5,777  19,943  16,504 
Acquisition-related costs* 1,299  1,702  4,315  (2,959)
Adjusted EBITDA $ 44,530  $ 36,666  $ 107,190  $ 97,059 

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


RECONCILIATION OF GAAP EPS TO ADJUSTED EPS
    Three Months Ended Nine Months Ended
September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023
Net Income - per diluted share $ 0.27  $ 0.21  $ 0.36  $ 0.54 
Per diluted share adjustments:    
Add: Amortization expense of intangible assets and acquisition-related costs 0.22  0.20  0.66  0.47 
  Income tax expense (0.05) (0.05) (0.16) (0.13)
Adjusted EPS $ 0.44  $ 0.36  $ 0.86  $ 0.88