NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Note 1 - Organization and Nature of Business Operations
Business
NV5 Global, Inc. and its subsidiaries (collectively, the “Company,” “NV5 Global,” “our,” “we”) is a provider of professional and technical engineering and consulting solutions to public and private sector clients in the infrastructure, energy, construction, real estate and environmental markets, operating nationwide and abroad. The Company’s clients include the U.S. federal, state and local governments, and the private sector. NV5 Global provides a wide range of services, including, but not limited to:
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|
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|
●
|
Infrastructure, engineering and support
|
●
|
Management oversight
|
|
●
|
Construction quality assurance, testing and inspection
|
●
|
Permitting
|
|
●
|
Program management
|
●
|
Inspection and field supervision
|
|
●
|
Energy
|
●
|
Testing inspection and certification
|
|
●
|
Environmental
|
●
|
Forensic engineering
|
|
●
|
Planning
|
●
|
Litigation support
|
|
●
|
Design
|
●
|
Condition assessment
|
|
●
|
Consulting
|
●
|
Compliance certification
|
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain amounts in the consolidated financial statements and associated notes may not add due to rounding. All percentages have been calculated using unrounded amounts.
In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain all adjustments necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods presented. Accordingly, these statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 29, 2018 (the “2018 Form 10-K”). The results of operations and cash flows for the interim periods presented are not necessarily indicative of the results to be expected for any future interim period or for the full 2019 fiscal year.
Goodwill and Intangible Assets
Goodwill is the excess of consideration paid for an acquired entity over the amounts assigned to assets acquired, including other identifiable intangible assets and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s tangible and identifiable intangible assets and liabilities.
Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then performing the two-step quantitative impairment test is unnecessary. The two-step impairment test requires a comparison of the carrying value of the assets and liabilities associated with a reporting unit, including goodwill, with the fair value of the reporting unit. The Company
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
determines fair value through multiple valuation techniques, and weights the results accordingly. NV5 Global is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. If the carrying value of a reporting unit exceeds the fair value of the reporting unit, the Company would calculate the implied fair value of its reporting unit goodwill as compared to the carrying value of its reporting unit goodwill to determine the appropriate impairment charge, if any. The Company has elected to perform its annual goodwill impairment review on August 1 of each year. The Company conducts its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill.
Identifiable intangible assets primarily include customer backlog, customer relationships, trade names and non-compete agreements. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model.
On August 1, 2019, the Company conducted its annual impairment tests using the quantitative method of evaluating goodwill. Based on the quantitative analyses the Company determined the fair value of each of the reporting units exceeded its carrying value. Therefore, the goodwill was not impaired and the Company did not recognize an impairment charge relating to goodwill as of August 1, 2019. Furthermore, there were no indicators, events or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2019 through September 28, 2019.
See Note 8 for further information on goodwill and identified intangibles.
There have been no significant changes, other than those related to the adopted new accounting standards below, in the Company’s accounting policies from those disclosed in our 2018 Form 10-K.
Adoption of New Accounting Standards
Leases
We adopted ASU No. 2016-2, Leases ("Topic 842"), as of the first day of the fiscal year 2019 using the modified retrospective approach and elected not to adjust comparative periods. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and the initial direct costs. We elected the practical expedient to keep leases with an initial term of 12 months or less off the balance sheet and the practical expedient to account for non-lease components in a contract as part of a single lease component. Lease payments are recognized in the Consolidated Statements of Operations on a straight-line basis over the lease term. Adoption of the new standard resulted in the recording of additional right-of-use lease assets and lease liabilities of $34,186 and $34,965, respectively, as of the first day of the fiscal year 2019. The standard did not materially impact our consolidated net earnings and had no impact on cash flows. Additionally, there was no cumulative effect of adoption on retained earnings in the Statement of Changes in Stockholders' Equity.
Revenue Recognition
On the first day of fiscal year 2018, we adopted ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”), using the modified retrospective approach to all contracts that were not completed as of the beginning of fiscal year 2018. We utilize the portfolio method practical expedient, which allows companies to account for multiple contracts as a portfolio, instead of accounting for them on a contract by contract basis (commonly known as the contract method). For our time and materials contracts, we apply the as-invoiced practical expedient, which permits us to recognize revenue as the right to invoice for services performed. The new standard did not materially affect our consolidated net income, financial position, or cash flows.
Performance Obligations
Some of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and therefore, is not distinct. However, in some instances, we may also promise to provide distinct goods or services within a contract, resulting in multiple performance obligations. For contracts
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
with multiple performance obligations, we allocate the contract transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. Typically, we sell a customer a specific service and use the expected cost plus a margin approach to estimate the standalone selling price of each performance obligation.
The Company’s performance obligations are satisfied as work progresses or at a point in time. Revenue on our cost-reimbursable contracts is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it best depicts the transfer of control to the customer. Contract costs include labor, subcontractors’ costs and other direct costs.
Gross revenue from services transferred to customers at a point in time is recognized when the customer obtains control of the asset, which is generally upon delivery and acceptance by the customer of the reports and/or analysis performed.
As of September 28, 2019, we had $504,349 of remaining performance obligations, of which $390,454 is expected to be recognized over the next 12 months and the majority of the balance over the next 24 months. Contracts for which work authorizations have been received are included in performance obligations. Most of our government contracts are multi-year contracts for which funding is appropriated on an annual basis, therefore performance obligations includes only those amounts that have been funded and authorized and does not reflect the full amounts we may receive over the term of such contracts. In the case of non-government contracts and project awards, performance obligations includes future revenue at contract or customary rates, excluding contract renewals or extensions that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, we include revenue from such contracts in performance obligations to the extent of the remaining estimated amount.
Contract Assets and Liabilities
The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled receivables (contract assets), and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) on the Consolidated Balance Sheet. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized on these contracts as of the reporting date. This liability is generally classified as current. Revenue recognized that was included in the contract liability balance at the beginning of the fiscal year was $2 and $6,437 for the three and nine months ended September 28, 2019, respectively and $222 and $434 for the three and nine months ended September 29, 2018, respectively.
Note 3 – Recent Accounting Pronouncements
In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other ("Topic 350") simplifying the test for goodwill impairment. This ASU eliminates Step 2 of the goodwill impairment test and simplifies how the amount of an impairment loss is determined. The update is effective for public companies in the beginning of fiscal year 2020 and will be applied on a prospective basis. We will adopt this ASU at the beginning of fiscal year 2020. We do not expect the impact of this ASU to be material to our consolidated financial statements.
Note 4 – Earnings per Share
Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. The effect of potentially dilutive securities is not considered during periods of loss or if the effect is anti-dilutive.
The weighted average number of shares outstanding in calculating basic earnings per share for the nine months ended September 28, 2019 and September 29, 2018 exclude 625,687 and 588,430 non-vested restricted shares, respectively. There were no potentially anti-dilutive securities during the three and nine months ended September 28, 2019 and September 29, 2018.
The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share:
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
September 28,
2019
|
|
September 29,
2018
|
|
September 28,
2019
|
|
September 29,
2018
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net income – basic and diluted
|
$
|
5,843
|
|
|
$
|
7,285
|
|
|
$
|
20,180
|
|
|
$
|
19,197
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding
|
12,191,405
|
|
|
11,256,946
|
|
|
12,086,588
|
|
|
10,686,040
|
|
|
Effect of dilutive non-vested restricted shares and units
|
308,240
|
|
|
381,250
|
|
|
325,219
|
|
|
396,577
|
|
|
Effect of issuable shares related to acquisitions
|
67,321
|
|
|
63,198
|
|
|
73,242
|
|
|
88,594
|
|
|
Effect of warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
34,537
|
|
|
Diluted weighted average shares outstanding
|
12,566,966
|
|
|
11,701,394
|
|
|
12,485,049
|
|
|
11,205,748
|
|
Warrant exercise
In conjunction with our initial public offering on March 26, 2013, the underwriter received a warrant to acquire up to 140,000 units (“Unit Warrant”). On March 23, 2016, the underwriter paid us $1,008 to exercise the Unit Warrant. Each of the units delivered upon exercise consisted of one share of our common stock and one warrant to purchase one share of our common stock at an exercise price of $7.80 per share (“Warrant”), which warrant expired on March 27, 2018. On March 19, 2018, the underwriter paid us $1,092 to exercise the Warrant. On March 21, 2018, we delivered 140,000 shares of common stock to the underwriter.
Note 5 – Business Acquisitions
2019 Acquisitions
On July 2, 2019, the Company acquired WHPacific, Inc. (“WHPacific”), a leading provider of design engineering and surveying services serving Washington, Oregon, Idaho, New Mexico, Arizona and California for a cash purchase price of $9,000. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for WHPacific, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. The Company expects to finalize the purchase price allocation with respect to this transaction by the end of the fourth quarter 2019.
On July 1, 2019, the Company acquired GeoDesign, Inc. (“GeoDesign”), a geotechnical, environmental, geological, mining and pavement engineering company with serving Washington, Oregon and California. The aggregate purchase price is up to $12,800, including $8,500 of cash, $2,000 in promissory note (bearing interest at 4%), payable in four equal installments of $500 due on the first, second, third and fourth anniversaries of July 1, 2019 and $375 of the Company’s common stock (4,731 shares) issued at the closing date. The purchase price also includes $425 of the Company’s common stock payable on the first and second anniversary of July 1, 2019. Further, the purchase price includes a $1,500 earn-out of cash, which was recorded at an estimated fair value of $1,456. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for GeoDesign, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. The Company expects to finalize the purchase price allocation with respect to this transaction by the end of the fourth quarter 2019.
On June 3, 2019, the Company acquired Alta Environmental, L.P. (“Alta”), a consulting firm specializing in air quality, environmental building sciences, water resources, site assessment and remediation as well as environmental health and safety compliance services. The aggregate purchase price is up to $6,500, including $4,000 of cash and $2,000 in promissory note (bearing interest at 4%), payable in four equal installments of $500 due on the first, second, third and fourth anniversaries of June 3, 2019. Further, the purchase price includes a $500 earn-out of cash, which was recorded at an estimated fair value of $485. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Alta, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. The Company expects to finalize the purchase price allocation with respect to this transaction by the end of the fourth quarter 2019.
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
On June 3, 2019, the Company acquired Page One Consultants (“Page One”), a program management and construction quality assurance firm based in Orlando, Florida. The aggregate purchase price is up to $3,900, including $2,000 of cash, $1,000 in promissory note (bearing interest at 3%), payable in three equal installments of $333 due on the first, second and third anniversaries of June 3, 2019 and $200 of the Company’s common stock (2,647 shares) issued at the closing date. The purchase price also includes $200 of the Company’s common stock payable on the first anniversary of June 3, 2019. Further, the purchase price includes a $500 earn-out of cash and stock, which was recorded at an estimated fair value of $448. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Page One, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. The Company expects to finalize the purchase price allocation with respect to this transaction by the end of the fourth quarter 2019.
On March 22, 2019, the Company acquired The Sextant Group, Inc. (“The Sextant Group”), a national leading provider of audiovisual, information and communications technology, acoustics consulting, and design services headquartered in Pittsburgh, PA. The Sextant Group provides services throughout the U.S. and is well-known for creating integrated technology solutions for a wide range of public and private sector clients. The aggregate purchase price is up to $11,000, including $7,000 of cash and $4,000 in promissory note (bearing interest at 4%), payable in four equal installments of $1,000 due on the first, second, third and fourth anniversaries of March 22, 2019. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for The Sextant Group, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. The Company expects to finalize the purchase price allocation with respect to this transaction by the end of the fourth quarter 2019.
On December 31, 2018, the Company acquired certain assets of Celtic Energy, Inc. (“Celtic”), a nationally recognized energy consulting firm that specializes in energy project management and oversight. The aggregate purchase price is up to $1,900, including $1,000 in cash, $300 in promissory note (bearing interest at 3%), payable in three equal installments of $100 on the first, second and third anniversaries of December 31, 2018 and $200 of the Company’s common stock (3,227 shares) issued at the closing date. The purchase price also includes $200 of the Company’s common stock payable on the first anniversary of December 31, 2018. Further, the purchase price includes a $200 earn-out of cash, which was recorded at an estimated fair value of $181. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Celtic, the Company performed a purchase price allocation.
2018 Acquisitions
On November 2, 2018 the Company acquired CHI Engineering, Inc. (“CHI”), an infrastructure engineering firm based in Portsmouth, New Hampshire. CHI is a leading provider of engineering, procurement, and construction management services to the liquefied natural gas (“LNG”), petroleum gas (“LPG”) and Natural Gas industries. CHI’s client base includes the majority of LNG facility owner/operators in the U.S. The aggregate purchase price of this acquisition is up to $53,000, including $30,000 in cash, $15,000 in promissory notes (bearing interest at 3%), payable in four equal installments of $3,750 on the first, second, third and fourth anniversaries of November 2, 2018 and $3,000 of the Company’s common stock (36,729 shares) issued at the closing date. In July 2019, the Company received $2,360 from the sellers of CHI, as a working capital adjustment which was recorded a reduction of the purchase price paid for the acquisition of CHI. The purchase price also includes $3,000 of the Company’s common stock payable in three installments of $1,000, due on the first, second and third anniversaries of November 2, 2018. The purchase price also includes a $2,000 earn-out of cash (at a 3% interest rate which begins to accrue on January 1, 2020), which was recorded at its estimated fair value of $1,547, based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date. The note and the earn-out are due to related party individuals who became employees of the Company upon the acquisition. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for CHI, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values.
On August 24, 2018, the Company acquired all of the outstanding equity interests in CALYX Engineers and Consultants, Inc. (“CALYX”), an infrastructure and transportation firm based in Cary, North Carolina. CALYX provides roadway and structure design, transportation planning, water resources, construction services, utility services, building structure design, land development, traffic services, cultural resources, surveying, and environmental services. CALYX serves both public and private clients, including state departments of transportation, municipalities, developers, higher education, and healthcare systems. The acquisition of CALYX will expand our infrastructure engineering service in the southeast United States. The purchase price of this acquisition is $34,000, subject to customary closing working capital adjustments, including $25,000 in cash, $4,000 in promissory notes (bearing interest at 3.75%), payable in four installments of $1,000, due on the first, second, third and fourth
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
anniversaries of August 24, 2018 (see Note 10), $3,000 of the Company’s common stock (36,379 shares) as of the closing date of the acquisition, and $2,000 in cash payable within 120 days of the closing date. The note is due to related party individuals who became employees of the Company. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for CALYX, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values.
On February 2, 2018, the Company acquired CSA (M&E) Ltd. (“CSA”), a leading provider of Mechanical, Electrical, and Plumbing (MEP) engineering and sustainability consulting services. CSA provides MEP and sustainability services for the retail, education, healthcare, industrial, corporate, hospitality and infrastructure market sectors with offices in Hong Kong, Macau and the UAE. CSA serves private and public sector clients throughout Asia and the Middle East. The purchase price of this acquisition was up to $4,200, including $2,000 in cash; $600 in promissory notes (bearing interest at 3%), payable in four installments of $150, due on the first, second, third and fourth anniversaries of February 2, 2018, the effective date of the acquisition; and $150 of the Company’s common stock (2,993 shares) issued as of the closing date. The purchase price also includes $250 of the Company’s common stock payable in two installments of $125, due on the first and second anniversaries of the acquisition. The purchase price also included a non-interest bearing earn-out of up to $1,200 payable in cash and stock, subject to the achievement of certain agreed upon financial metrics for fiscal year 2018. The earn-out of $1,200 is non-interest bearing and was recorded at its estimated fair value of $899, based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date. The note and the earn-out are due to a related party individual who became an employee of the Company upon the acquisition. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for CSA, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values.
On January 12, 2018, the Company acquired all of the outstanding equity interest in Butsko Utility Design, Inc. (“Butsko”). Butsko is leading provider of utility planning and design services serving both public and private sector clients through its offices in Southern California and Washington. The purchase price of this acquisition was up to $4,250, including $1,500 in cash; $1,000 in promissory notes (bearing interest at 3%), payable in four installments of $250, due on the first, second, third and fourth anniversaries of January 12, 2018, the effective date of the acquisition; and $300 of the Company’s common stock (5,630 shares) issued as of the closing date. The purchase price also includes $600 of the Company’s common stock payable in two installments of $300, due on the first and second anniversaries of the acquisition. The purchase price also included a non-interest bearing earn-out of up to $850 payable in cash and stock, subject to the achievement of certain agreed upon financial metrics for fiscal year 2018. The earn-out of $850 is non-interest bearing and was recorded at its estimated fair value of $666, based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date. The note and the earn-out are due to a related party individual who became an employee of the Company upon the acquisition. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Butsko, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date for the acquisitions closed during 2019 and 2018:
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
Cash
|
$
|
75
|
|
|
$
|
345
|
|
|
Billed and unbilled receivables, net
|
19,417
|
|
|
20,999
|
|
|
Property and equipment
|
1,580
|
|
|
3,122
|
|
|
Prepaid expenses
|
2,056
|
|
|
589
|
|
|
Other assets
|
164
|
|
|
83
|
|
|
Intangible assets:
|
|
|
|
|
Customer relationships
|
12,839
|
|
|
32,267
|
|
|
Trade name
|
910
|
|
|
2,479
|
|
|
Customer backlog
|
852
|
|
|
8,007
|
|
|
Non-compete
|
1,647
|
|
|
4,306
|
|
|
Total Assets
|
39,540
|
|
|
72,197
|
|
|
Liabilities
|
(9,263
|
)
|
|
(11,589
|
)
|
|
Deferred tax liabilities
|
(4,495
|
)
|
|
(8,903
|
)
|
|
Net assets acquired
|
$
|
25,782
|
|
|
$
|
51,705
|
|
|
|
|
|
|
|
Consideration paid (Cash, Notes and/or stock)
|
$
|
42,898
|
|
|
$
|
90,516
|
|
|
Contingent earn-out liability (Cash and stock)
|
2,570
|
|
|
3,112
|
|
|
Total Consideration
|
$
|
45,468
|
|
|
$
|
93,628
|
|
|
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)
|
$
|
19,686
|
|
|
$
|
41,923
|
|
Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from these acquisitions. See Note 8 for further information on goodwill and identified intangibles.
The consolidated financial statements of the Company for the three and nine months ended September 28, 2019 and September 29, 2018 include the results of operations from any business acquired from their respective dates of acquisition during each of the respective period as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Gross Revenues
|
$
|
16,537
|
|
|
$
|
4,984
|
|
|
$
|
22,229
|
|
|
$
|
11,374
|
|
|
Income before income taxes
|
$
|
1,272
|
|
|
$
|
1,356
|
|
|
$
|
2,211
|
|
|
$
|
2,008
|
|
The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for the three and nine months ended September 28, 2019 and September 29, 2018 as if the acquisitions of CHI, CALYX, The Sextant Group, Page One, Alta, WHPacific and GeoDesign had occurred as of January 1, 2018. The pro forma information provided below is compiled from the pre-acquisition financial information of CHI, CALYX, The Sextant Group, Page One, Alta, WHPacific and GeoDesign which includes pro forma adjustments for amortization expense, adjustments to certain expenses, and the income tax impact of these adjustments. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of these acquisitions actually been acquired on January 1, 2018 or (ii) future results of operations:
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Gross revenues
|
$
|
131,032
|
|
|
$
|
141,249
|
|
|
$
|
403,162
|
|
|
$
|
417,672
|
|
|
Net income
|
$
|
5,843
|
|
|
$
|
9,526
|
|
|
$
|
19,407
|
|
|
$
|
24,550
|
|
|
Basic earnings per share
|
$
|
0.48
|
|
|
$
|
0.84
|
|
|
$
|
1.61
|
|
|
$
|
2.28
|
|
|
Diluted earnings per share
|
$
|
0.46
|
|
|
$
|
0.81
|
|
|
$
|
1.55
|
|
|
$
|
2.18
|
|
The Company has determined the supplemental disclosures pursuant to ASC 805-10-50-2h, for the Celtic, CSA and Butsko acquisitions were not material to the Company’s consolidated financial statements both individually and in the aggregate.
Note 6 – Billed and Unbilled Receivables
Billed and Unbilled Receivables consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, 2019
|
|
December 29, 2018
|
|
Billed receivables
|
$
|
114,148
|
|
|
$
|
101,482
|
|
|
Less: allowance for doubtful accounts
|
(4,557
|
)
|
|
(3,158
|
)
|
|
Billed receivables, net
|
$
|
109,590
|
|
|
$
|
98,324
|
|
|
|
|
|
|
|
Unbilled receivables
|
$
|
55,206
|
|
|
$
|
44,799
|
|
|
Less: allowance for doubtful accounts
|
(1,388
|
)
|
|
(1,388
|
)
|
|
Unbilled receivables, net
|
$
|
53,818
|
|
|
$
|
43,411
|
|
Note 7 – Property and Equipment, net
Property and equipment, net, consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, 2019
|
|
December 29, 2018
|
|
|
Office furniture and equipment
|
$
|
2,877
|
|
|
$
|
2,328
|
|
|
Computer equipment
|
12,382
|
|
|
11,640
|
|
|
Survey and field equipment
|
6,388
|
|
|
5,526
|
|
|
Leasehold improvements
|
3,981
|
|
|
2,541
|
|
|
|
25,628
|
|
|
22,035
|
|
|
Accumulated depreciation
|
(13,279
|
)
|
|
(10,358
|
)
|
|
|
$
|
12,349
|
|
|
$
|
11,677
|
|
Depreciation expense was $1,317 and $3,591 for the three and nine months ended September 28, 2019, respectively and $1,077 and $3,111 for the three and nine months ended September 29, 2018, respectively.
Note 8 – Goodwill and Intangible Assets
Goodwill
The changes in the carrying value by reportable segment for the nine months ended September 28, 2019 were as follows:
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
December 29, 2018
|
|
2019 Acquisitions
|
|
Disposed/Adjustments
|
|
September 28, 2019
|
|
INF
|
$
|
69,255
|
|
|
$
|
13,797
|
|
|
$
|
(2,193
|
)
|
|
$
|
80,859
|
|
|
BTS
|
71,675
|
|
|
5,889
|
|
|
—
|
|
|
77,564
|
|
|
Total
|
$
|
140,930
|
|
|
$
|
19,686
|
|
|
$
|
(2,193
|
)
|
|
$
|
158,423
|
|
Goodwill of approximately $5,712 and $13,549 from acquisitions during the nine months ended September 28, 2019 and September 29, 2018, respectively, is expected to be deductible for income tax purposes. In July 2019, the Company received $2,360 from the sellers of CHI, as a working capital adjustment which was recorded a reduction of goodwill and the purchase price paid for the acquisition of CHI.
Intangible Assets
Intangible assets, net, as of September 28, 2019 and December 29, 2018 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, 2019
|
|
December 29, 2018
|
|
|
Gross
Carrying
Amount
|
|
Accumulated Amortization
|
|
Net
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated Amortization
|
|
Net
Amount
|
|
Customer relationships (1)
|
$
|
113,794
|
|
|
$
|
(26,434
|
)
|
|
$
|
87,360
|
|
|
$
|
100,956
|
|
|
$
|
(18,724
|
)
|
|
$
|
82,232
|
|
|
Trade name (2)
|
9,798
|
|
|
(8,084
|
)
|
|
1,714
|
|
|
8,888
|
|
|
(6,469
|
)
|
|
2,419
|
|
|
Customer backlog (1)
|
16,853
|
|
|
(10,966
|
)
|
|
5,887
|
|
|
16,000
|
|
|
(6,730
|
)
|
|
9,270
|
|
|
Favorable lease (3)
|
553
|
|
|
(233
|
)
|
|
320
|
|
|
552
|
|
|
(197
|
)
|
|
355
|
|
|
Non-compete (4)
|
10,201
|
|
|
(4,794
|
)
|
|
5,407
|
|
|
8,554
|
|
|
(3,074
|
)
|
|
5,480
|
|
|
Total
|
$
|
151,199
|
|
|
$
|
(50,511
|
)
|
|
$
|
100,688
|
|
|
$
|
134,950
|
|
|
$
|
(35,194
|
)
|
|
$
|
99,756
|
|
|
|
|
|
(1)
|
Amortized on a straight-line basis over estimated lives (1 to 10 years)
|
|
|
|
|
(2)
|
Amortized on a straight-line basis over their estimated lives (1 to 3 years)
|
|
|
|
|
(3)
|
Amortized on a straight-line basis over the remaining lease term of 9 years
|
|
|
|
|
(4)
|
Amortized on a straight-line basis over their contractual lives (4 to 5 years)
|
Amortization expense was $5,234 and $15,317 for the three and nine months ended September 28, 2019, respectively and $2,980 and $8,549 for the three and nine months ended September 29, 2018, respectively.
Note 9 – Accrued Liabilities
Accrued liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, 2019
|
|
December 29, 2018
|
|
Accrued lease liability
|
$
|
10,768
|
|
|
$
|
—
|
|
|
Accrued vacation
|
9,958
|
|
|
7,994
|
|
|
Payroll and related taxes
|
5,383
|
|
|
8,136
|
|
|
Benefits
|
1,708
|
|
|
1,598
|
|
|
Unrecognized tax benefits
|
878
|
|
|
548
|
|
|
Professional liability reserve
|
1,168
|
|
|
157
|
|
|
Deferred rent
|
—
|
|
|
779
|
|
|
Other
|
3,791
|
|
|
1,641
|
|
|
Total
|
$
|
33,654
|
|
|
$
|
20,853
|
|
Note 10 – Notes Payable and Other Obligations
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Notes payable and other obligations consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, 2019
|
|
December 29, 2018
|
|
Other obligations
|
$
|
3,774
|
|
|
$
|
4,893
|
|
|
Uncollateralized promissory notes
|
41,765
|
|
|
40,001
|
|
|
Senior credit facility
|
10,000
|
|
—
|
|
|
Capital leases
|
2,676
|
|
|
2,092
|
|
|
Total notes payable and other obligations
|
58,215
|
|
|
46,986
|
|
|
Current portion of notes payable and other obligations
|
(17,578
|
)
|
|
(17,139
|
)
|
|
Notes payable and other obligations, less current portion
|
40,638
|
|
29,847
|
As of September 28, 2019 and December 29, 2018, the carrying amount of debt obligations approximates their fair values based on Level 2 inputs as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics.
Senior Credit Facility
On December 20, 2018, we entered into an amendment to a Credit Agreement (the “Credit Agreement”) dated December 7, 2016 with Bank of America, N.A. (“Bank of America”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”). Pursuant to the amended Credit Agreement, Bank of America agreed to be the sole administrative agent for a five-year $125,000 Senior Secured Revolving Credit Facility (“Senior Credit Facility”) to the Company and, together with PNC Bank, National Association and Regions Bank as the other lenders under the Senior Credit Facility, has committed to lend to the Company all of the Senior Credit Facility, subject to certain terms and conditions. The Senior Credit Facility is secured by a first priority lien on substantially all of the assets of the Company. MLPFS has undertaken to act as sole lead arranger and sole book manager for the Senior Credit Facility. In addition, the Senior Credit Facility includes an accordion feature permitting the Company to request an increase in the Senior Credit Facility by an additional amount of up to $100,000. The Senior Credit Facility includes a $20,000 sublimit for the issuance of standby letters of credit and a $15,000 sublimit for swingline loans. The proceeds of the Senior Credit Facility are intended to be used (i) to finance permitted acquisitions, (ii) for capital expenditures, and (iii) for general corporate purposes.
Borrowings under the Credit Agreement are at variable rates which are, at our option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offered Rate) plus an applicable rate or a base rate denominated in U.S. dollars. Interest rates are subject to change based on our Consolidated Senior Leverage Ratio (as defined in the Credit Agreement).
The Senior Credit Facility contains certain financial covenants, including a maximum leverage ratio of 4.0:1 and a minimum fixed charge coverage ratio of 1.20:1. Furthermore, the Senior Credit Facility also contains financial reporting covenant provisions and other covenants, representations, warranties, indemnities, and events of default that are customary for facilities of this type. As of September 28, 2019 and December 29, 2018, the Company is in compliance with the financial covenants. As of September 28, 2019 there was $10,000 outstanding on the Senior Credit Facility. As of December 29, 2018, we had no outstanding balance on the Senior Credit Facility.
Other Obligations
On July 1, 2019, the Company acquired GeoDesign. The purchase price allowed for the payment of $425 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable on the first and second anniversary of July 1, 2019. At September 28, 2019, the outstanding balance of this obligation was $382.
On June 3, 2019, the Company acquired Page One. The purchase price allowed for the payment of $200 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable on the first anniversary of June 3, 2019. At September 28, 2019, the outstanding balance of this obligation was $181.
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
On December 31, 2018, the Company acquired certain assets of Celtic. The purchase price allowed for the payment of $200 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable on the first anniversary of December 31, 2018. At September 28, 2019 the outstanding balance of this obligation was $181.
On November 2, 2018, the Company acquired CHI. The purchase price allowed for the payment of $3,000 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in three equal annual installments. At September 28, 2019 and December 29, 2018, the outstanding balance of this obligation was $2,631.
On February 2, 2018, the Company acquired CSA. The purchase price allowed for the payment of $250 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in two equal annual installments. At September 28, 2019 and December 29, 2018, the outstanding balance of this obligation was $111 and $222, respectively.
On January 12, 2018, the Company acquired all of the outstanding equity interest in Butsko. The purchase price allowed for the payment of $600 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in two equal annual installments. At September 28, 2019 and December 29, 2018, the outstanding balance of this obligation was $267 and $534, respectively.
On September 6, 2017, the Company acquired all of the outstanding equity interest in Marron. The purchase price allowed for the payment of $133 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in two equal annual installments. There was no outstanding balance on this obligation as of September 28, 2019. At December 29, 2018, the outstanding balance of this obligation was $55.
On June 6, 2017, the Company acquired all of the outstanding equity interest in RDK. The purchase price allowed for the payment of $1,333 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in two equal annual installments. There was no outstanding balance on this obligation as of September 28, 2019. At December 29, 2018, the outstanding balance of this obligation $504.
On May 20, 2016, the Company acquired all of the outstanding equity interests of Dade Moeller. The purchase price allowed for the payment of $3,000 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in three equal annual installments of $1,000. There was no outstanding balance on this obligation as of September 28, 2019. At December 29, 2018, the outstanding balance of this obligation was $936.
Uncollateralized Promissory Notes
On July 1, 2019, the Company acquired GeoDesign. The purchase price included an uncollateralized $2,000 promissory note bearing interest at 4.0% (“GeoDesign Note”) and payable in four equal annual installments. The outstanding balance of the GeoDesign Note was $2,000 as of September 28, 2019.
On June 3, 2019, the Company acquired Alta. The purchase price included an uncollateralized $2,000 promissory note bearing interest at 4.0% (“Alta Note”) and payable in four equal annual installments. The outstanding balance of the Alta Note was $2,000 as of September 28, 2019.
On June 3, 2019, the Company acquired Page One. The purchase price included an uncollateralized $1,000 promissory note bearing interest at 3.0% (“Page One Note”) and payable in three equal annual installments. The outstanding balance of the Page One Note was $1,000 as of September 28, 2019.
On March 22, 2019, the Company acquired The Sextant Group. The purchase price included an uncollateralized $4,000 promissory note bearing interest at 4.0% (“The Sextant Group Note”) and payable in four equal annual installments. The outstanding balance of The Sextant Group Note was $4,000 as of September 28, 2019.
On December 31, 2018, the Company acquired certain assets of Celtic. The purchase price included an uncollateralized $300 promissory note bearing interest at 3.0% (the “Celtic Note”) payable in three equal annual installments. The outstanding balance of the Celtic note was $300 as of September 28, 2019.
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
On November 2, 2018, the Company acquired CHI. The purchase price included an uncollateralized $15,000 promissory note bearing interest at 3.0% (the “CHI Note”) payable in four equal annual installments. The outstanding balance of the CHI Note was $15,000 as of September 28, 2019 and December 29, 2018.
On August 24, 2018, the Company acquired CALYX. The purchase price included an uncollateralized $4,000 promissory note bearing interest at 3.75% (the “CALYX Note”) payable in four equal annual installments. The outstanding balance of the CALYX Note was $3,000 and $4,000 as of September 28, 2019 and December 29, 2018, respectively.
On February 2, 2018, the Company acquired CSA. The purchase price included an uncollateralized $600 promissory note bearing interest at 3.0% (the “CSA Note”) payable in four equal annual installments. The outstanding balance of the CSA Note was $450 and $600 as of September 28, 2019 and December 29, 2018, respectively.
On January 12, 2018, the Company acquired all of the outstanding equity interest in Butsko. The purchase price included an uncollateralized $1,000 promissory note bearing interest at 3.0% (the “Butsko Note”) payable in four equal annual installments. The outstanding balance of the Butsko Note was $750 and $1,000 as of September 28, 2019 and December 29, 2018, respectively.
On September 6, 2017, the Company acquired all of the outstanding interests in Marron. The purchase price included an uncollateralized $300 promissory note bearing interest at 3.0% (the “Marron Note”) payable in three equal annual installments. The outstanding balance of the Marron Note was $100 and $200 as of September 28, 2019 and December 29, 2018, respectively.
On June 6, 2017, the Company acquired all of the outstanding equity interest in RDK. The purchase price included an uncollateralized $5,500 promissory note bearing interest at 3.0% (the “RDK Note”) payable in four equal annual installments. The outstanding balance of the RDK Note was $2,750 and $4,125 as of September 28, 2019 and December 29, 2018, respectively.
On May 4, 2017, the Company acquired all of the outstanding equity interest in H&K. The purchase price included an uncollateralized $600 promissory note bearing interest at 3.0% (the “H&K Note”) payable in four equal annual installments. The outstanding balance of the H&K Note was $300 and $450 as of September 28, 2019 and December 29, 2018, respectively.
On May 1, 2017, the Company acquired all of the outstanding equity interest in Lochrane. The purchase price included an uncollateralized $1,650 promissory note bearing interest at 3.0% (the “Lochrane Note”) payable in four equal annual installments. The outstanding balance of the Lochrane Note was $825 and $1,238 as of September 28, 2019 and December 29, 2018, respectively.
On December 6, 2016, the Company acquired all of the outstanding interests of CivilSource. The purchase price included an uncollateralized $3,500 promissory note bearing interest at 3.0% (the “CivilSource Note”) payable in four equal annual installments. The outstanding balance of the CivilSource Note was $1,606 and $2,625 as of September 28, 2019 and December 29, 2018, respectively.
On November 30, 2016, the Company acquired all of the outstanding interests of Hanna. The purchase price included an uncollateralized $2,700 promissory note bearing interest at 3.0% (the “Hanna Note”) payable in four equal annual installments. The outstanding balance of the Hanna Note was $1,350 as of September 28, 2019 and December 29, 2018.
On October 26, 2016, the Company acquired all of the outstanding interests of JBA. The purchase price included an uncollateralized $7,000 promissory note bearing interest at 3.0% (the “JBA Note”) payable in five equal annual installments. The outstanding balance of the JBA Note was $4,200 as of September 28, 2019 and December 29, 2018.
On September 12, 2016, the Company acquired certain assets of Weir. The purchase price included an uncollateralized $500 promissory note bearing interest at 3.0% (the “Weir Note”) payable in four equal annual installments. The outstanding balance of the Weir Note was $125 and $250 as of September 28, 2019 and December 29, 2018, respectively.
On May 20, 2016, the Company acquired all of the outstanding equity interests of Dade Moeller. The purchase price included an aggregate of $6,000 of uncollateralized promissory notes bearing interest at 3.0% (the “Dade Moeller Notes”) payable in four equal annual installments. The outstanding balance of the Dade Moeller Notes was $1,497 and $3,036 as of September 28, 2019 and December 29, 2018, respectively.
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
On July 1, 2015, the Company acquired all of the outstanding equity interests of RBA. The purchase price included an uncollateralized $4,000 promissory notes bearing interest at 3.0% (the “RBA Note”) payable in four equal annual installments. There was no outstanding balance on the RBA Note as of September 28, 2019. The outstanding balance of the RBA Note was $1,000 as of December 29, 2018.
On January 30, 2015, the Company acquired all of the outstanding equity interests of JLA. The purchase price included an uncollateralized $1,250 promissory note bearing interest at 3.5% (the “JLA Note”) payable in four equal annual installments. There was no outstanding balance on the JLA Note as of September 28, 2019. As of December 29, 2018, the outstanding balance of the JLA note was $313.
Note 11 – Contingent Consideration
The following table summarizes the changes in the carrying value of estimated contingent consideration:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, 2019
|
|
December 29, 2018
|
|
Contingent consideration, beginning of the year
|
$
|
4,698
|
|
|
$
|
1,890
|
|
|
Additions for acquisitions
|
2,737
|
|
|
3,112
|
|
|
Reduction of liability for payments made
|
(1,938
|
)
|
|
(728
|
)
|
|
Increase of liability related to re-measurement of fair value
|
49
|
|
|
424
|
|
|
Total contingent consideration, end of the period
|
5,546
|
|
|
4,698
|
|
|
Current portion of contingent consideration
|
(3,351
|
)
|
|
(1,845
|
)
|
|
Contingent consideration, less current portion
|
$
|
2,195
|
|
|
$
|
2,853
|
|
Note 12 – Commitments and Contingencies
Litigation, Claims and Assessments
We are subject to certain claims and lawsuits typically filed against the engineering, consulting and construction profession, alleging primarily professional errors or omissions. The Company carries professional liability insurance, subject to certain deductibles and policy limits, against such claims. However, in some actions, parties are seeking damages that exceed our insurance coverage or for which we are not insured. While management does not believe that the resolution of these claims will have a material adverse effect, individually or in aggregate, on its financial position, results of operations or cash flows, management acknowledges the uncertainty surrounding the ultimate resolution of these matters.
Note 13 – Stock-Based Compensation
In October 2011, our stockholders approved the 2011 Equity Incentive Plan, which was subsequently amended and restated in March 2013 (as amended, the “2011 Equity Plan”). The 2011 Equity Plan provides directors, executive officers, and other employees of the Company with additional incentives by allowing them to acquire ownership interest in the business and, as a result, encouraging them to contribute to the Company’s success. We may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units, and other cash-based or stock-based awards. As of September 28, 2019, 1,256,403 shares of common stock are authorized and reserved for issuance under the 2011 Equity Plan. This reserve automatically increases on each January 1 from 2014 through 2023, by an amount equal to the smaller of (i) 3.5% of the number of shares issued and outstanding on the immediately preceding December 31, or (ii) an amount determined by our Board of Directors. The restricted shares of common stock granted generally provide for service-based vesting after two to four years following the grant date.
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
The following summarizes the activity of restricted stock awards during the nine months ended September 28, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units
|
|
Weighted Average
Grant Date Fair
Value
|
|
December 29, 2018
|
626,911
|
|
$
|
39.81
|
|
|
Granted
|
248,694
|
|
$
|
72.98
|
|
|
Vested
|
(204,655)
|
|
$
|
20.24
|
|
|
Forfeited
|
(35,263)
|
|
$
|
51.84
|
|
|
September 28, 2019
|
635,687
|
|
|
$
|
58.42
|
|
Share-based compensation expense relating to restricted stock awards during the three and nine months ended September 28, 2019 was $2,822 and $6,989, respectively and $1,902 and $4,541, respectively, for the three and nine months ended September 29, 2018. Approximately $19,867 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 2.33 years, is unrecognized at September 28, 2019. The total fair value of restricted shares vested during the nine months ended September 28, 2019 and September 29, 2018 was $14,514 and $7,422, respectively.
Note 14 – Income Taxes
As of September 28, 2019 and December 29, 2018, we had net deferred income tax liabilities of $16,881 and $16,224, respectively. No valuation allowance against our deferred income tax assets is needed as of September 28, 2019 and December 29, 2018 as it is more-likely-than-not that the positions will be realized upon settlement. Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where we have a future obligation for tax purposes.
Our consolidated effective income tax rate was 22.9% and 24.1%, respectively, for the three and nine months ended September 28, 2019 and 24.5% and 24.8%, respectively, for the three and nine months ended September 29, 2018. Our tax provision includes an income tax benefit related to the vesting of restricted stock totaling $121 and $2,593, respectively, for the three and nine months ended September 28, 2019 and $95 and $1,210, respectively, for the three and nine months ended September 29, 2018.
We evaluate tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. The California Franchise Tax Board (“CFTB”) challenged research and development tax credits generated for the years 2012 to 2014. Fiscal years 2012 through 2018 are considered open tax years in the State of California and 2015 through 2018 in the U.S. federal jurisdiction and other state jurisdictions. The evaluation by the CFTB is ongoing and at September 28, 2019 and December 29, 2018, we had $878 and $548, respectively, of unrecognized tax benefits, which if recognized would affect our effective tax rate. It is not expected that there will be a significant change in the unrecognized tax benefits in the next 12 months.
Note 15 – Reportable Segments
We report segment information in accordance with ASC Topic No. 280 “Segment Reporting” (“Topic No. 280”). Our Chief Executive Officer is the chief operating decision maker and organized the Company into two operating and reportable segments: Infrastructure (INF), which includes our engineering, civil program management, and construction quality assurance practices; and Building, Technology & Sciences (BTS), which includes our energy, environmental practices and buildings program management practices.
We evaluate the performance of these reportable segments based on their respective operating income before the effect of amortization expense related to acquisitions and other unallocated corporate expenses. We account for inter-segment revenues and transfers as if the sales and transfers were to third parties. All intercompany balances and transactions are eliminated in consolidation.
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
The following tables set forth summarized financial information concerning our reportable segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Gross revenues
|
|
|
|
|
|
|
|
|
INF
|
$
|
89,035
|
|
|
$
|
64,053
|
|
|
$
|
250,354
|
|
|
$
|
180,611
|
|
|
BTS
|
43,060
|
|
|
41,441
|
|
|
128,706
|
|
|
125,344
|
|
|
Elimination of inter- segment revenues
|
(1,063
|
)
|
|
(1,309
|
)
|
|
(2,720
|
)
|
|
(3,218
|
)
|
|
Total gross revenues
|
$
|
131,032
|
|
|
$
|
104,185
|
|
|
$
|
376,340
|
|
|
$
|
302,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment income before taxes
|
|
|
|
|
|
|
|
|
INF
|
$
|
14,008
|
|
|
$
|
11,108
|
|
|
$
|
41,273
|
|
|
$
|
28,951
|
|
|
BTS
|
6,871
|
|
|
7,236
|
|
|
20,287
|
|
|
21,069
|
|
|
Total Segment income before taxes
|
20,879
|
|
|
18,344
|
|
|
61,560
|
|
|
50,020
|
|
|
Corporate (1)
|
(13,476
|
)
|
|
(8,821
|
)
|
|
(37,958
|
)
|
|
(26,107
|
)
|
|
Total income before taxes
|
$
|
7,403
|
|
|
$
|
9,523
|
|
|
$
|
23,602
|
|
|
$
|
23,913
|
|
|
|
|
|
(1)
|
Includes amortization of intangibles of $5,234 and 15,317 for the three and nine months ended September 28, 2019, respectively and $2,980 and $8,549 for the three and nine months ended September 29, 2018, respectively.
|
Upon adoption of Topic 606, we disaggregate our gross revenues from contracts with customers by geographic location, customer-type and contract-type for each of our reportable segments. Disaggregated revenues include the elimination of inter-segment revenues which has been allocated to each segment. We believe this best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 28, 2019
|
|
Nine Months Ended September 28, 2019
|
|
|
INF
|
|
BTS
|
|
Total
|
|
INF
|
|
BTS
|
|
Total
|
|
Gross revenues by Geographic Location
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
$
|
87,572
|
|
|
$
|
41,872
|
|
|
$
|
129,444
|
|
|
$
|
247,634
|
|
|
$
|
121,829
|
|
|
$
|
369,463
|
|
|
Foreign
|
—
|
|
|
1,588
|
|
|
1,588
|
|
|
—
|
|
|
6,877
|
|
|
6,877
|
|
|
Total gross revenues
|
$
|
87,572
|
|
|
$
|
43,460
|
|
|
$
|
131,032
|
|
|
$
|
247,634
|
|
|
$
|
128,706
|
|
|
$
|
376,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 29, 2018
|
|
Nine Months Ended September 29, 2018
|
|
|
INF
|
|
BTS
|
|
Total
|
|
INF
|
|
BTS
|
|
Total
|
|
Gross revenues by Geographic Location
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
$
|
63,514
|
|
|
$
|
38,678
|
|
|
$
|
102,192
|
|
|
$
|
178,531
|
|
|
$
|
115,371
|
|
|
$
|
293,902
|
|
|
Foreign
|
—
|
|
|
1,993
|
|
|
1,993
|
|
|
—
|
|
|
8,835
|
|
|
8,835
|
|
|
Total gross revenues
|
$
|
63,514
|
|
|
$
|
40,671
|
|
|
$
|
104,185
|
|
|
$
|
178,531
|
|
|
$
|
124,206
|
|
|
$
|
302,737
|
|
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 28, 2019
|
|
Nine Months Ended September 28, 2019
|
|
|
INF
|
|
BTS
|
|
Total
|
|
INF
|
|
BTS
|
|
Total
|
|
Gross revenues by Customer
|
|
|
|
|
|
|
|
|
|
|
|
|
Public and quasi-public sector
|
$
|
69,297
|
|
|
$
|
17,899
|
|
|
$
|
87,196
|
|
|
$
|
209,837
|
|
|
$
|
50,471
|
|
|
$
|
260,308
|
|
|
Private sector
|
18,275
|
|
|
25,561
|
|
|
43,836
|
|
|
37,797
|
|
|
78,235
|
|
|
116,032
|
|
|
Total gross revenues
|
$
|
87,572
|
|
|
$
|
43,460
|
|
|
$
|
131,032
|
|
|
$
|
247,634
|
|
|
$
|
128,706
|
|
|
$
|
376,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 29, 2018
|
|
Nine Months Ended September 29, 2018
|
|
|
INF
|
|
BTS
|
|
Total
|
|
INF
|
|
BTS
|
|
Total
|
|
Gross revenues by Customer
|
|
|
|
|
|
|
|
|
|
|
|
|
Public and quasi-public sector
|
$
|
58,157
|
|
|
$
|
15,469
|
|
|
$
|
73,626
|
|
|
$
|
162,193
|
|
|
$
|
49,519
|
|
|
$
|
211,712
|
|
|
Private sector
|
5,357
|
|
|
25,202
|
|
|
30,559
|
|
|
16,338
|
|
|
74,687
|
|
|
91,025
|
|
|
Total gross revenues
|
$
|
63,514
|
|
|
$
|
40,671
|
|
|
$
|
104,185
|
|
|
$
|
178,531
|
|
|
$
|
124,206
|
|
|
$
|
302,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 28, 2019
|
|
Nine Months Ended September 28, 2019
|
|
|
INF
|
|
BTS
|
|
Total
|
|
INF
|
|
BTS
|
|
Total
|
|
Gross revenues by Contract Type
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost-reimbursable contracts
|
$
|
84,426
|
|
|
$
|
31,797
|
|
|
$
|
116,223
|
|
|
$
|
240,166
|
|
|
$
|
99,935
|
|
|
$
|
340,101
|
|
|
Fixed-unit price contracts
|
3,146
|
|
|
11,663
|
|
|
14,809
|
|
|
7,468
|
|
|
28,771
|
|
|
36,239
|
|
|
Total gross revenues
|
$
|
87,572
|
|
|
$
|
43,460
|
|
|
$
|
131,032
|
|
|
$
|
247,634
|
|
|
$
|
128,706
|
|
|
$
|
376,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 29, 2018
|
|
Nine Months Ended September 29, 2018
|
|
|
INF
|
|
BTS
|
|
Total
|
|
INF
|
|
BTS
|
|
Total
|
|
Gross revenues by Contract Type
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost-reimbursable contracts
|
$
|
63,507
|
|
|
$
|
32,196
|
|
|
$
|
95,703
|
|
|
$
|
178,255
|
|
|
$
|
98,756
|
|
|
$
|
277,011
|
|
|
Fixed-unit price contracts
|
7
|
|
8,475
|
|
8,482
|
|
276
|
|
25,450
|
|
25,726
|
|
Total gross revenues
|
$
|
63,514
|
|
|
$
|
40,671
|
|
|
$
|
104,185
|
|
|
$
|
178,531
|
|
|
$
|
124,206
|
|
|
$
|
302,737
|
|
Note 16 – Leases
Our operating leases consist of various office facilities, which we lease from unrelated parties. We use a portfolio approach to account for such leases due to the similarities in characteristics and apply an incremental borrowing rate equal to the interest rate of our existing secured line of credit. Our office leases with an initial term of 12 months or less are not recorded on the balance sheet. We account for lease components (e.g. fixed payments including rent, real estate taxes and common area maintenance costs) as a single lease component. Some of our leases include one or more options to renew the lease term at our sole discretion; however, these are not included in the calculation of our lease liability or ROU lease asset because they are not reasonably certain of exercise.
We also lease vehicles through a fleet leasing program. The payments for the vehicles are based on the terms selected. We have determined that it is reasonably certain that the leased vehicles will be held beyond the period in which the entire capitalized value of the vehicle has been paid to the lessor. As such, the capitalized value is the delivered price of the vehicle. Our vehicle leases are classified as financing leases.
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
Leases
|
|
Classification
|
|
September 28, 2019
|
|
Assets
|
|
|
|
|
|
Operating lease assets
|
|
Right-of-use lease asset, net (1)
|
|
$
|
42,366
|
|
|
Finance lease assets
|
|
Property and equipment, net (1)
|
|
2,311
|
|
|
Total leased assets
|
|
|
|
$
|
44,677
|
|
|
Liabilities
|
|
|
|
|
|
Current
|
|
|
|
|
|
Operating
|
|
Accrued liabilities
|
|
$
|
10,768
|
|
|
|
|
|
|
|
|
Finance
|
|
Current portion of notes payable and other obligations
|
|
896
|
|
|
Noncurrent
|
|
|
|
|
|
Operating
|
|
Long-term lease liability
|
|
32,781
|
|
|
|
|
|
|
|
|
Finance
|
|
Notes payable and other obligations, less current portion
|
|
1,780
|
|
|
Total lease liabilities
|
|
|
|
$
|
46,225
|
|
(1): At September 28, 2019, operating right of-use lease assets and finance lease assets are recorded net of accumulated amortization of $6,770 and $1,365, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Lease Cost
|
|
Classification
|
|
September 28, 2019
|
|
September 28, 2019
|
|
Operating lease cost
|
|
Facilities and facilities related
|
|
$
|
2,995
|
|
|
$
|
8,237
|
|
|
Finance lease cost
|
|
|
|
|
|
|
|
Amortization of financing lease assets
|
|
Depreciation and amortization
|
|
193
|
|
|
517
|
|
|
Interest on lease liabilities
|
|
Interest expense
|
|
26
|
|
|
71
|
|
|
Total lease cost
|
|
|
|
$
|
3,214
|
|
|
$
|
8,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity of Lease Liabilities
|
|
Operating Leases
|
|
Finance Leases
|
|
2019
|
|
$
|
3,257
|
|
|
$
|
234
|
|
|
2020
|
|
11,742
|
|
|
975
|
|
|
2021
|
|
10,079
|
|
|
874
|
|
|
2022
|
|
7,325
|
|
|
611
|
|
|
2023
|
|
5,934
|
|
|
353
|
|
|
Thereafter
|
|
9,965
|
|
|
103
|
|
|
Total lease payments
|
|
48,302
|
|
|
3,150
|
|
|
Less: Interest
|
|
4,753
|
|
|
474
|
|
|
Present value of lease liabilities
|
|
$
|
43,549
|
|
|
$
|
2,676
|
|
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
|
|
|
|
|
|
|
Weighted - Average Remaining Lease Term (Years)
|
|
September 28, 2019
|
|
Operating leases
|
|
5.3
|
|
Finance leases
|
|
2.7
|
|
Weighted - Average Discount Rate
|
|
|
|
Operating leases
|
|
4%
|
|
Finance leases
|
|
7%
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
Supplemental Cash Flow Information
|
|
September 28, 2019
|
|
Operating cash flows from operating leases
|
|
$
|
7,833
|
|
|
Financing cash flows from finance leases
|
|
$
|
543
|
|
|
Right-of-use assets obtained in exchange for lease obligations
|
|
|
|
Operating leases
|
|
$
|
14,251
|
|
Future minimum payments under non-cancelable operating leases as of December 29, 2018 were as follows:
|
|
|
|
|
|
|
|
|
Years Ended
|
|
Amount
|
|
2019
|
|
$
|
9,506
|
|
|
2020
|
|
8,054
|
|
|
2021
|
|
7,224
|
|
|
2022
|
|
5,364
|
|
|
2023
|
|
4,504
|
|
|
Thereafter
|
|
7,704
|
|
|
Total minimum lease payments
|
|
$
|
42,356
|
|
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Note 17 – Subsequent Events
On November 6, 2019, the Company and one of its direct subsidiaries (“Merger Sub,” and together with NV5, the “NV5 Parties”), and Geospatial Holdings Inc. (“Geospatial”) and Arlington Capital Partners III, L.P., a Delaware limited partnership, solely in its capacity as representative for the stockholders and optionholders of Geospatial, entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, at the effective time and upon the terms and subject to the conditions set forth therein and in accordance with applicable law, Merger Sub will merge with and into Geospatial (the “Merger”) with Geospatial continuing as the surviving entity after the Merger and a direct, wholly-owned subsidiary of the Company. The board of directors of NV5 approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.
The Merger is structured as an all cash transaction, and the Company estimates that its aggregate obligations under the Merger Agreement will be approximately $303 million. In connection with the Merger, the Company entered into a commitment letter (the “Commitment Letter”) with Bank of America, N.A., BofA Securities, Inc., PNC Bank, National Association and PNC Capital Markets LLC (collectively, the “Lead Arrangers”) to amend the Senior Credit Facility to provide additional borrowing facilities (the “Incremental Facility”), including a $150 million term loan tranche and a $90 million increase in the existing $125 million revolving facility, for a total availability of $365 million. The funding of the Incremental Facility provided for in the Commitment Letter is contingent on the satisfaction of customary conditions, including but not limited to (i) execution and delivery of definitive documentation with respect to the Incremental Facility in accordance with the terms set forth in the Commitment Letter, and (ii) consummation of the merger in accordance with the executed merger agreement provided to the Lead Arrangers not earlier than December 20, 2019.