DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2020 definitive Proxy Statement are incorporated by reference into Part III of this Form 10-K.

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•	our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;

•	changes in demand from the local and state government and private clients that we serve;

•	general economic conditions, nationally and globally, and their effect on the demand and market for our services;

•	fluctuations in our results of operations;

•	the government’s funding and budgetary approval process;

•	the possibility that our contracts may be terminated by our clients;

•	our ability to win new contracts and renew existing contracts;

•	our dependence on a limited number of clients;

•	our ability to complete projects timely, in accordance with our customers’ expectations, or profitability;

•	our ability to successfully execute our mergers and acquisitions strategy, including the integration of new companies into our business;

•	our ability to successfully manage our growth strategy;

•	our ability to raise capital in the future;

•	competitive pressures and trends in our industry and our ability to successfully compete with our competitors;

•	our ability to avoid losses under lump-sum contracts;

•	the credit and collection risks associated with our clients;

•	our ability to comply with procurement laws and regulations;

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•	changes in laws, regulations, or policies;

•	the enactment of legislation that could limit the ability of local, state and federal agencies to contract for our privatized services;

•	our ability to complete our backlog of uncompleted projects as currently projected;

•	the risk of employee misconduct or our failure to comply with laws and regulations;

•	our ability to control, and operational issues pertaining to, business activities that we conduct with business partners and other third parties;

•	significant influence by our principal stockholder and the existence of certain anti-takeover measures in our governing documents; and

•	other factors identified throughout this Annual Report on Form 10-K, including those discussed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.”

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ITEM 1.	BUSINESS

•	Infrastructure, engineering, and support services

•	Construction quality assurance, testing, and inspection

•	Program management

•	Energy services

•	Environmental services

•	Geospatial solutions

•	Infrastructure (INF), which includes our engineering, civil program management, construction quality assurance, testing and inspection, and geospatial solutions; and

•	Building, Technology & Sciences (BTS), which includes our energy, environmental, and building program management practices.

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•	Mechanical – HVAC system design, air quality management, building automation and control, and sustainability consulting

•	Electrical – code consulting, infrastructure design, standby power, building automation, intelligent lighting control, and solar power

•	Plumbing – needs analysis, system design, construction administration, and evaluation for fresh, waste, and water system design; gas supply systems; drainage systems; and water conservation and recovery

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•	Inefficiencies related to the delivery of our services to customers

•	Performance of a new acquisition through the integration of personnel into our organization

•	Risk management of a new acquisition

•	Integration of technology and shared services platforms

•	Cross-selling opportunities to create synergies within our service offerings

•	U.S. federal, state, and local government departments, agencies, systems, and authorities

•	Transportation agencies

•	Educational systems

•	Public housing authorities

•	Utility service providers

•	Energy producers

•	Healthcare providers

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•	require certification and disclosure of all costs or pricing data in connection with various contract negotiations;

•	impose procurement regulations that define allowable and unallowable costs and otherwise govern our right to reimbursement under various cost-based U.S. government contracts; and

•	restrict the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.

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ITEM 1A.	RISK FACTORS.

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•	delays, increased costs, or other unanticipated changes in contract performance that may affect profitability, particularly with lump-sum contracts or contracts that have funding limits;

•	seasonality of the spending cycle of our public sector clients, notably the U.S. federal government, the spending patterns of our private sector clients, and weather conditions;

•	budget constraints experienced by our federal, state, and local government clients;

•	our ability to integrate any companies that we acquire;

•	the number and significance of client contracts commenced and completed during a quarter;

•	the continuing creditworthiness and solvency of clients;

•	reductions in the prices of services offered by our competitors; and

•	legislative and regulatory enforcement policy changes that may affect demand for our services.

•	changes in and delays or cancellations of government programs, requirements, or appropriations;

•	budget constraints or policy changes resulting in delay or curtailment of expenditures related to the services we provide;

•	re-competes of government contracts;

•	the timing and amount of tax revenue received by federal, state, and local governments, and the overall level of government expenditures;

•	curtailment in the use of government contracting firms;

•	delays associated with insufficient numbers of government staff to oversee contracts;

•	the increasing preference by government agencies for contracting with small and disadvantaged businesses, including the imposition of set percentages of prime and subcontracts to be awarded to such businesses for which we would not qualify;

•	competing political priorities and changes in the political climate with regard to the funding or operation of the services we provide;

•	the adoption of new laws or regulations affecting our contracting relationships with the federal, state, or local governments;

•	a dispute with, or improper activity by, any of our subcontractors; and

•	general economic or political conditions.

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•	we may not be able to identify suitable acquisition candidates or acquire additional companies on acceptable terms;

•	we may pursue international acquisitions, which inherently pose more risk than domestic acquisitions;

•	we compete with others to acquire companies, which may result in decreased availability of, or increased price for, suitable acquisition candidates;

•	we may not be able to obtain the necessary financing on favorable terms, or at all, to finance any of our potential acquisitions;

•	we may ultimately fail to consummate an acquisition even if we announce that we plan to acquire a company; and

•	acquired companies may not perform as we expect, and we may fail to realize anticipated revenue and profits.

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•	unanticipated issues in integration of information, communications, and other systems;

•	unanticipated incompatibility of logistics, marketing, and administration methods;

•	maintaining employee morale and retaining key employees;

•	integrating the business cultures of both companies;

•	preserving important strategic client relationships;

•	consolidating corporate and administrative infrastructures and eliminating duplicative operations; and

•	coordinating geographically separate organizations.

•	issue securities that would dilute our current stockholders’ ownership percentage;

•	use a substantial portion of our cash resources;

•	increase our interest expense, leverage, and debt service requirements if we incur additional debt to pay for an acquisition;

•	assume liabilities, including environmental liabilities, for which we do not have indemnification from the former owners or have indemnification that may be subject to dispute or concerns regarding the creditworthiness of the former owners;

•	record goodwill and non-amortizable intangible assets that are subject to impairment testing on a regular basis and potential impairment charges;

•	experience volatility in earnings due to changes in contingent consideration related to acquisition liability estimates;

•	incur amortization expenses related to certain intangible assets;

•	lose existing or potential contracts as a result of conflict of interest issues;

•	incur large and immediate write-offs; or

•	become subject to litigation.

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•	incur additional indebtedness;

•	create liens;

•	pay dividends and make other distributions in respect of our equity securities;

•	redeem our equity securities;

•	enter into certain lines of business;

•	make certain investments or certain other restricted payments;

•	sell certain kinds of assets;

•	enter into certain types of transactions with affiliates; and

•	undergo a change in control or effect certain mergers or consolidations.

•	declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable;

•	require us to apply all of our available cash to repay the borrowings; or

•	prevent us from making debt service payments on certain of our borrowings.

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•	the application of the percentage-of-completion method of accounting and revenue recognition on contracts, change orders, and contract claims;

•	provisions for uncollectible receivables and client claims and recoveries of costs from subcontractors, vendors, and others;

•	value of goodwill and recoverability of other intangible assets; and

•	valuations of assets acquired and liabilities assumed in connection with business combinations.

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•	our ability to transition employees from completed projects to new assignments and to hire and assimilate new employees;

•	our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and workforces;

•	our ability to manage attrition;

•	our need to devote time and resources to training, business development, professional development, and other non-chargeable activities; and

•	our ability to match the skill sets of our employees to the needs of the marketplace.

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ITEM 1B.	UNRESOLVED STAFF COMMENTS.

ITEM 2.	PROPERTIES.

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ITEM 3.	LEGAL PROCEEDINGS.

ITEM 4.	MINE SAFETY DISCLOSURES

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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ITEM 6.	SELECTED FINANCIAL DATA.

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ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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Time and materials contracts are common for smaller scale professional and technical consulting and certification services projects. Under these types of contracts, there is no predetermined fee. Instead, we negotiate hourly billing rates and charge our clients based upon actual hours expended on a project. In addition, any direct project expenditures are passed through to the client and are typically reimbursed. These contracts may have an initial not-to-exceed or guaranteed maximum price provision.

•	Cost-plus contracts are the predominant contracting method used by U.S. federal, state, and local governments. Under these type contracts, we charge clients for its costs, including both direct and indirect costs, plus a negotiated fee. The total estimated cost plus the negotiated fee represents the total contract value.

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Lump-sum contracts typically require the performance of all of the work under the contract for a specified lump-sum fee, subject to price adjustments if the scope of the project changes or unforeseen conditions arise. Many of our lump-sum contracts are negotiated and arise in the design of projects with a specified scope and project deliverables. In most cases, we can bill additional fees if the construction schedule is modified and lengthened.

•	Fixed-unit price contracts typically require the performance of an estimated number of units of work at an agreed price per unit, with the total payment under the contract determined by the actual number of units performed.

•	Technical and non-technical salaries and wages

•	Production expenses

•	Sub-consultant services

•	Marketing expenses

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•	Management and administrative personnel costs

•	Payroll taxes, bonuses and employee benefits

•	Portion of salaries and wages not allocated to direct costs of revenues

•	Facility costs

•	Depreciation and amortization

•	Professional services, legal and accounting fees, and administrative operating costs

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•	Client type (governmental or private client)

•	Historical performance

•	Historical collection trends

•	General economic conditions

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•	Energy distribution services

•	Infrastructure engineering services

•	Energy and environmental services

•	Civil and building program management services

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•	Energy distribution services

•	Infrastructure engineering services

•	Civil program management services

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ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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•	We tested the effectiveness of controls over lump-sum contract revenue, including management’s controls over the estimates of total costs and profit for performance obligations.

•	We selected certain complex lump-sum contracts and performed the following:

•	Evaluated whether the contracts were properly included in management’s calculation of lump-sum contract revenue based on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation.

•	Compared the revenue recognized to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers.

•	Tested management’s identification of distinct performance obligations by evaluating whether the underlying services were highly interdependent and interrelated.

•	Tested the accuracy and completeness of the costs incurred to date for each performance obligation.

•	Evaluated the estimates of total cost and profit by:

•	Evaluating management’s ability to achieve the estimates of total cost and profit by performing corroborating inquiries with the Company’s finance managers, project managers and engineers, and comparing the estimates to management’s work plans, project budgets, and change orders, as applicable.

•	Comparing costs incurred subsequent to fiscal year end to the remaining costs management estimated as of fiscal year end.

•	Comparing management’s estimates for the selected contracts to costs and profits of similar performance obligations, when applicable.

•	Tested the mathematical accuracy of management’s calculation of revenue for each performance obligation.

•	We evaluated management’s ability to estimate total costs and profits accurately by comparing actual costs and profits to management’s historical estimates for performance obligations that have been fulfilled.

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Business

NV5 Global, Inc. and its subsidiaries (collectively, the “Company” or “NV5 Global”) 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:

●	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
●	Geospatial solutions

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 of America (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Fiscal Year

Effective March 7, 2017, the Audit Committee of our Board of Directors and the Board of Directors approved a change in our fiscal year-end and financial accounting cycle. Beginning January 1, 2017, the Company commenced reporting its financial results on a 52/53 week fiscal year ending on the Saturday closest to December 31st (whether or not in the following calendar year), with interim calendar quarters ending on the Saturday closest to the end of such calendar quarter (whether or not in the following calendar quarter).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on management’s most recent assessment of underlying facts and circumstances using the most recent information available. Actual results could differ significantly from these estimates and assumptions, and the differences could be material.

Estimates and assumptions are evaluated periodically and adjusted when necessary. The more significant estimates affecting amounts reported in the consolidated financial statements include the following:

•	Fair value estimates used in accounting for business combinations including the valuation of identifiable intangible assets and contingent consideration

•	Fair value estimates in determining the fair value of our reporting units for goodwill impairment assessment

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•	Revenue recognition over time

•	Allowances for uncollectible accounts

Cash and Cash Equivalents

Cash and cash equivalents include cash on deposit with financial institutions and investments in high quality overnight money market funds, all of which have maturities of three months or less when purchased. The Company from time to time may be exposed to credit risk with its bank deposits in excess of the Federal Deposit Insurance Corporation insurance limits and with uninsured money market investments. Management believes cash and cash equivalent balances are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Concentration of Credit Risk

Trade receivable balances carried by the Company are comprised of accounts from a diverse client base across a broad range of industries and are not collateralized. However, 27%, 30% and 32% of the Company’s gross revenues for fiscal years 2019, 2018 and 2017, respectively, are from California-based projects. The Company did not have any clients representing more than 10% of our gross revenues during 2019, 2018 or 2017. During fiscal years 2019, 2018 and 2017 approximately 68%, 67% and 68%, respectively, of our gross revenues was attributable to the public and quasi-public sector. Management continually evaluates the creditworthiness of these and future clients and provides for bad debt reserves as necessary.

Fair Value of Financial Instruments

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories:

Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. 

Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities.

Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

The Company considers cash and cash equivalents, accounts receivable, accounts payable, income taxes payable, accrued liabilities and debt obligations to meet the definition of financial instruments. As of December 28, 2019 and December 29, 2018, the carrying amount of cash and cash equivalents, accounts receivable, accounts payable, income taxes payable and accrued liabilities approximate their fair value due to the relatively short period of time between their origination and their expected realization or payment. The carrying amounts of debt obligations approximate their fair values 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.

The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in the accounting for its acquisitions, which requires recognition of the assets acquired and the liabilities assumed at their acquisition date fair values, separately from goodwill. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the tangible and identifiable intangible assets acquired and liabilities assumed. The allocation of the purchase price to identifiable intangible assets is based on valuations performed to determine the fair values of such assets as of the acquisition dates. Generally, the Company engages a third-party independent valuation specialist to assist in management’s determination of fair values of tangible and intangible assets acquired and liabilities assumed. The fair values of earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates.  The Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the consolidated balance sheet. Changes in the estimated fair value of contingent earn-out

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payments are included in General and Administrative expenses on the Consolidated Statements of Net Income and Comprehensive Income.

Several factors are considered when determining contingent consideration liabilities as part of the purchase price, including whether (i) the valuation of the acquisitions is not supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (ii) the former owners of the acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of other key employees. The contingent earn-out payments are not affected by employment termination.

The Company reviews and re-assesses the estimated fair value of contingent consideration liabilities on a quarterly basis, and the updated fair value could differ from the initial estimates. The Company measures contingent consideration recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified as Level 3 inputs. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the contingent consideration liabilities on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are projections over the earn-out period, and the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent consideration liabilities. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and amount paid will be recorded in earnings. See Note 12, Contingent Consideration, for additional information regarding contingent considerations.

Property and Equipment

Property and equipment is stated at cost. Property and equipment acquired in a business combination is stated at fair value at the acquisition date. The Company capitalizes the cost of improvements to property and equipment that increase the value or extend the useful lives of the assets. Normal repair and maintenance costs are expensed as incurred. Depreciation and amortization is computed on a straight-line basis over the following estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the lesser of their estimated useful lives or the remaining terms of the related lease agreement.

Asset		Depreciation Period (in years)
Office furniture and equipment		4
Computer equipment		3
Survey and field equipment		5
Leasehold improvements		Lesser of the estimated useful lives or remaining term of the lease

Property and equipment balances are periodically reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. 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 is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. During fiscal years 2019, 2018 and 2017, no impairment charge relating to property and equipment was recognized.

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, we perform an assessment to determine the acquisition date fair value of the acquired company’s tangible and identifiable intangible assets and liabilities.

The Company evaluates goodwill annually for impairment on August 1 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

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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 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 its reporting unit exceeds the fair value of its reporting unit, the Company would calculate the implied fair value as compared to the carrying value to determine the appropriate impairment charge, if any.

Identifiable intangible assets primarily include customer backlog, customer relationships, finite and indefinite-lived trade names, non-compete agreements, and developed technology. 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.

During fiscal years 2019, 2018 and 2017, no impairment charge relating to goodwill and intangible assets was recognized. See Note 9, Goodwill and Intangible Assets, for further information on goodwill and identified intangibles.

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 contract method, which allows companies to account for contracts on a contract by contract basis. 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.

To determine the proper revenue recognition method, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. The majority 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.

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 depicts the transfer of control to the customer. Contract costs include labor, subcontractors’ costs and other direct costs. Gross revenues from services transferred to customers over time accounted for 90% of the Company’s revenues for the period ended December 28, 2019.

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. Gross revenue from services transferred to customers at a point in time accounted for 10% and 8% of the Company’s revenues for the period ended December 28, 2019 and December 29, 2018, respectively.

As of December 28, 2019, the Company had $607,482 of remaining performance obligations, of which 493,468 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 include 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 include 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.

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Contract modifications are common in the performance of our contracts. Contracts modified typically result from changes in scope, specifications, design, performance, sites, or period of completion. In most cases, contract modifications are for services that are not distinct, and, therefore, are accounted for as part of the existing contract.

Contract estimates are based on various assumptions to project the outcome of future events. These assumptions are dependent upon the accuracy of a variety of estimates, including engineering progress, achievement of milestones, labor productivity and cost estimates. Due to uncertainties inherent in the estimation process, it is possible that actual completion costs may vary from estimates. If estimated total costs on contracts indicate a loss or reduction to the percentage of total contract revenues recognized to date, these losses or reductions are recognized in the period in which the revisions are known. The effect of revisions to revenues, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, anticipated losses and others are recorded on the cumulative catch-up basis in the period in which the revisions are identified and the loss can be reasonably estimated. Such revisions could occur in any reporting period and the effects on the results of operations for that reporting period may be material depending on the size of the project or the adjustment. During the period ended December 28, 2019, the cumulative catch-up adjustment for contract modifications was not material.

A significant amount of the Company’s revenues are derived under multi-year contracts. The Company enters into contracts with its clients that contain two principal types of pricing provisions: cost-reimbursable and fixed-unit price. The majority of the Company’s contracts are cost-reimbursable contracts that fall under the low-risk subcategory of time and materials contracts.

Cost-reimbursable contracts consist of the following:

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Time and materials contracts, which are common for smaller scale professional and technical consulting and certification services projects. Under these types of contracts, there is no predetermined fee. Instead, the Company negotiates hourly billing rates and charges the clients based upon actual hours expended on a project. In addition, any direct project expenditures are passed through to the client and are typically reimbursed. These contracts may have an initial not-to-exceed or guaranteed maximum price provision.

•	Cost-plus contracts are the predominant contracting method used by U.S. federal, state, and local governments. Under these types of contracts, the Company charges clients for its costs, including both direct and indirect costs, plus a negotiated fee. The total estimated cost plus the negotiated fee represents the total contract value.

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Lump-sum contracts typically require the performance of all of the work under the contract for a specified lump-sum fee, subject to price adjustments if the scope of the project changes or unforeseen conditions arise. Many of the Company’s lump-sum contracts are negotiated and arise in the design of projects with a specified scope and project deliverables. In most cases, we can bill additional fees if the construction schedule is modified and lengthened.

Fixed-unit price contracts typically require the performance of an estimated number of units of work at an agreed price per unit, with the total payment under the contract determined by the actual number of units performed.

Federal Acquisition Regulations (“FAR”), which are applicable to the Company’s federal government contracts and may be incorporated in local and state agency contracts, limit the recovery of certain specified indirect costs on contracts. Cost-plus contracts covered by FAR or certain state and local agencies also may require an audit of actual costs and provide for upward or downward adjustments if actual recoverable costs differ from billed recoverable costs.

Contract Balances

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.

Billed receivables, net represents amounts billed to clients that remain uncollected as of the balance sheet date. The amounts are stated at their estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is estimated based on management’s evaluation of the contracts involved and the financial condition of clients. Factors the Company considers include, but are not limited to:

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•	Client type (governmental or commercial client)

•	Historical performance

•	Historical collection trends

•	General economic conditions

Billed receivables are generally collected within less than 12 months. The allowance is increased by the Company’s provision for doubtful accounts which is charged against income. All recoveries on receivables previously charged off are included in income, while direct charge-offs of receivables are deducted from the allowance.

Unbilled receivables, net represents recognized amounts pending billing pursuant to contract terms or accounts billed after period end, and are expected to be billed and collected within the next 12 months. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. Unbilled receivables (contract assets) are generally classified as current.

In certain circumstances, the contract may allow for billing terms that result in the cumulative amounts billed in excess of revenues recognized. 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. During fiscal 2019, the Company performed services and recognized $7,625 of revenue related to its contract liabilities that existed as of December 29, 2018.

Advertising

Advertising costs are charged to expense in the period incurred and amounted to $939, $1,019 and $1,048 during fiscal years 2019, 2018 and 2017, respectively, which is included in General and Administrative Expenses on the accompanying Consolidated Statements of Net Income and Comprehensive Income.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic No. 740 “Income Taxes” (“Topic No. 740”). Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. A valuation allowance against the Company’s deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for a valuation allowance, management is required to make assumptions and to apply judgment, including forecasting future earnings, taxable income, and the mix of earnings in the jurisdictions in which the Company operates. Management periodically assesses the need for a valuation allowance based on the Company’s current and anticipated results of operations. The need for and the amount of a valuation allowance can change in the near term if operating results and projections change significantly.

The Company recognizes the consolidated financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applies the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. The Company’s policy is to classify interest and penalties as income tax expense.

Recently Adopted Accounting Pronouncements

Leases

In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) ("ASU 2016-02") which is intended to increase transparency and comparability of accounting for lease transactions. For all leases with terms greater than 12 months, the new guidance requires lessees to recognize right-of-use assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative information about lease transactions. The new

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standard maintains a distinction between finance leases and operating leases. As a result, the effect of the new guidance on leases in the statement of operations and statement of cash flow is largely unchanged.

The Company adopted ASU No. 2016-02 as of the first day of the fiscal year 2019 using the modified retrospective approach and elected not to adjust comparative periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification, and the initial direct costs. The Company 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.

Accounting Pronouncements Not Yet Adopted

Goodwill

In January 2017, the FASB issued ASU No. 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 shall be applied on a prospective basis. The Company will adopt this ASU at the beginning of fiscal year 2020. The Company does not expect the impact of this ASU to be material to its consolidated financial statements.

Financial Instruments

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASU 2016-13"). This ASU introduces a new accounting model, the Current Expected Credit Losses model (CECL), which could result in earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model will require the Company to use a forward-looking expected credit loss impairment methodology for the recognition of credit losses for financial instruments at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. This model replaces the multiple existing impairment models in current GAAP, which generally require that a loss be incurred before it is recognized. The new standard will also apply to receivables arising from revenue transactions such as contract assets and accounts receivable and is effective for fiscal years beginning after December 15, 2019. The Company will adopt this ASU at the beginning of fiscal year 2020. The standard will be applied prospectively with an adjustment to retained earnings. The adoption of ASU 2016-13 will not materially impact the consolidated financial statements.

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 during fiscal years 2019, 2018 and 2017 exclude 642,677, 614,911 and 570,171 non-vested restricted shares, respectively. There were no potentially anti-dilutive securities during fiscal years 2019, 2018 and 2017.

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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 during fiscal years 2019, 2018 and 2017:

	Years Ended
	December 28, 2019				December 29, 2018				December 30, 2017
Numerator:
Net income – basic and diluted	$	23,756			$	26,856			$	24,006
Denominator:
Basic weighted average shares outstanding	12,116,185				10,991,124				10,178,901
Effect of dilutive non-vested restricted shares and units	319,674				401,726				326,319
Effect of issuable shares related to acquisitions	77,175				87,713				157,965
Effect of warrants	—				25,903				114,621
Diluted weighted average shares outstanding	12,513,034				11,506,466				10,777,806

Warrant exercise

In conjunction with the Company’s 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 $1,008 to the Company to exercise the Unit Warrant. Each of the units delivered upon exercise consisted of one share of the Company’s common stock and one warrant to purchase one share of the Company’s 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 $1,093 to the Company to exercise the Warrant. On March 21, 2018, the Company delivered 140,000 shares of common stock to the underwriter.

Common Stock offering

On August 9, 2018, the Company priced an underwritten follow-on offering of 1,270,000 shares of the Company’s common stock (the “2018 Firm Shares”) at an offering price of $79.00 per share. The shares were sold pursuant to an effective registration statement on Form S-3 (Registration No. 333-224392). In addition, a selling stockholder of the Company granted the underwriters of the offering a 30-day option to purchase up to 190,500 shares (the “2018 Option Shares”) of the Company’s common stock at the public offering price less the underwriting discount. On August 13, 2018, the Company closed on the 2018 Firm Shares, for which we received net proceeds of $93,469 after deducting the underwriting discount and estimated offering expenses payable by the Company, and the selling stockholder of the Company closed on the sale of all 2018 Option Shares. The Company did not receive any proceeds associated with the sale of the 2018 Option Shares by the selling stockholder.

2019 Acquisitions

On December 20, 2019 (the "Closing Date"), the Company acquired all of the outstanding equity interests in Geospatial Holdings, Inc. and its subsidiaries, including Quantum Spatial, Inc. (collectively "QSI"), a full-service geospatial solutions provider serving the North American market. QSI provides data solutions to public and private sector clients that need geospatial intelligence to mitigate risk, plan for growth, better manage resources, and advance scientific understanding. NV5 Global acquired QSI in an all-cash transaction for $318,000, which includes excess working capital of $8,781 and closing date cash of approximately $6,677. The purchase price and other related costs associated with the transaction were financed through the Company's amended and restated credit agreement (the "A&R Credit Agreement") with Bank of America, N.A. and the other lenders party thereto. Pursuant to the A&R Credit Agreement, the lenders provided term commitments of $150,000 in the aggregate in a single draw on the Closing Date and revolving commitments totaling $215,000. See Note 11, Notes Payable and Other Obligations, for further detail on the A&R Credit Agreement. In order to determine the fair values of tangible and intangible assets required and liabilities assumed for QSI, the Company engaged a third-party independent valuation specialist

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to assist in the determination of fair values. The final determination of the fair value of certain assets and liabilities will be completed within the one year measurement period as required by ASC Topic 805, Business Combinations ("ASC 805"). The QSI acquisition will necessitate the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the acquisition date, including intangible assets, accounts receivable, and certain fixed assets.

On November 8, 2019, the Company acquired from GHD Services, Inc. ("GHD") its assets related to the business for forensics and insurance. The GHD forensics and insurance business provides engineering and environmental claim services for insurance companies, law firms, and litigation support. The Company acquired GHD for a cash purchase price of $8,300. In order to determine the fair values of tangible and intangible assets required and liabilities assumed for GHD, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. The final determination of the fair value of certain assets and liabilities will be completed within the one year measurement period as required by ASC 805. The GHD acquisition will necessitate the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the acquisition date, including accounts receivable.

On July 2, 2019, the Company acquired all of the outstanding equity interests in WHPacific, Inc. (“WHPacific”), a 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 final determination of the fair value of certain assets and liabilities will be completed within the one year measurement period as required by ASC 805. The WHPacific acquisition will necessitate the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the acquisition date, including accounts receivable.     

Only July 1, 2019, the Company acquired all of the outstanding equity interests in GeoDesign, Inc. ("GeoDesign"), a geotechnical, environmental, geological, mining and pavement engineering company 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 4.0%), 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 anniversaries of July 1, 2019. Further, the purchase price includes a $1,500 earn-out of cash, which was recorded at the estimated fair value of $198. 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 GeoDesign acquisition will necessitate the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the acquisition date, including accounts receivable.

On June 3, 2019, the Company acquired all of the outstanding equity interests in 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 4.0%), payable in 4 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 $323. 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 Alta acquisition will necessitate the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the acquisition date, including accounts receivable.

On June 3, 2019, the Company acquired all of the outstanding equity interests in 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 3.0%), 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 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

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values. The Page One acquisition will necessitate the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the acquisition date, including accounts receivable.

On March 22, 2019, the Company acquired all of the outstanding equity interests in 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 4.0%), payable in 4 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 final determination of the fair value of certain assets and liabilities will be completed within the one year measurement period as required by ASC 805. The Sextant Group acquisition will necessitate the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the acquisition date, including accounts receivable.

On December 31, 2018, the Company acquired certain assets of Celtic Energy, Inc. ("Celtic"), a nationally recognized energy consulting firm that specialized 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 3.0%), 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 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 3.0%), 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 as 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 3.0% 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 anniversaries of August 24, 2018, $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.

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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 3.0%), 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 3.0%), 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.

2017 Acquisitions

On December 22, 2017, we acquired certain assets of Skyscene, LLC (“Skyscene”), a California-based premier aerial survey and mapping company that provides flight services using the latest drone technology. Skyscene operates fixed wing and multirotor UAV’s carrying the most advanced remote sensing equipment. The purchase price of this acquisition was $650 including $250 in cash and $400 in the Company’s common stock (7,434 shares) as of the closing date of the acquisition.

On September 6, 2017, the Company acquired all of the outstanding equity interests in Marron and Associates, Inc. (“Marron”), a leading environmental services firm with offices in Albuquerque and Las Cruces, New Mexico. Marron provides environmental planning, natural and cultural resources, environmental site assessment, and GIS services. Marron primarily serves public and private clients throughout the Southwest, including the New Mexico Department of Transportation, Bureau of Land Management, Bureau of Indian Affairs, Federal Highway Administration, U.S. Department of Agriculture, U.S. Fish and Wildlife Service, and U.S. Forest Service. The purchase price of this acquisition is up to $990 including $400 in cash, $300 in promissory notes (bearing interest at 3.0%), payable in three installments of $100, due on the first, second and third anniversaries of September 6, 2017, the effective date of the acquisition, $67 of the Company’s common stock (1,510 shares) as of the closing date of the acquisition and $133 in stock or a combination of cash and shares of the Company’s stock, at its discretion, payable in two equal installments, due on the first and second anniversaries of September 6, 2017.The purchase price also included an earn-out of $90, subject to the achievement of certain agreed upon metrics for calendar year 2017. The note and the earn-out are due to a related party individual who became an employee of the Company upon the acquisition. The Company internally determined the preliminary fair values of tangible and intangible assets acquired and liabilities assumed.

On June 6, 2017, the Company acquired all of the outstanding equity interests in Richard D. Kimball Co. ("RDK"), an established leader in the provision of energy efficiency and mechanical, electric and plumbing (MEP) services based in Boston, Massachusetts. In addition to MEP and fire protection services, RDK offers commissioning services, technology design services, and energy and sustainability services, including Whole Building Energy Modeling and ASHRAE Level Energy

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Audits, Green Building Certification, Energy Code Consulting, Carbon Emissions Management, and Renewable Energy Management. RDK primarily serves commercial, healthcare, science and technology, education, government, and transportation clients. The purchase price of this acquisition is up to $22,500, subject to customary closing working capital adjustments, including $15,000 in cash, $5,500 in promissory notes (bearing interest at 3.0%), payable in four installments of $1,375, due on the first, second, third and fourth anniversaries of June 6, 2017, $667 of the Company’s common stock (18,072 shares) as of the closing date of the acquisition, and $1,333 in stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in two equal installments, due on the first and second anniversaries of June 6, 2017. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for RDK, we engaged a third-party independent valuation specialist to assist in the determination of fair values.

On May 4, 2017, the Company acquired all of the outstanding equity interests in Holdrege & Kull, Consulting Engineers and Geologists (“H&K”), a full-service geotechnical engineering firm based in Northern California. H&K provides services to public, municipal and special district, industrial, and private sector clients. The purchase price of this acquisition is up to $2,200 including $1,000 in cash, $600 in promissory notes (bearing interest at 3.0%), payable in four installments of $150, due on the first, second, third and fourth anniversaries of May 4, 2017, the effective date of the acquisition, and $100 of the Company’s common stock (2,628 shares) as of the closing date of the acquisition. The purchase price also included an interest bearing earn-out of $500 promissory note, subject to the achievement of certain agreed upon metrics for calendar year 2017. The earn-out promissory note is payable in four installments of $125, due on the first, second, third and fourth anniversaries of May 4, 2017. The earn-out of $500 was recorded at its estimated fair value of $405, 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 ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for H&K, we engaged a third-party independent valuation specialist to assist in the determination of fair values.

On May 1, 2017, the Company acquired all of the outstanding equity interests in Lochrane Engineering Incorporated (“Lochrane”), an Orlando, Florida based civil engineering firm, which specializes in the provision of services on major roadway projects, and its major clients include the Florida Department of Transportation and Florida’s Turnpike Enterprise. The purchase price of this acquisition is up to $4,940 including $2,690 in cash, $2,200 in promissory notes (bearing interest at 3.0%), payable in four installments of $550, due on the first, second, third and fourth anniversaries of May 1, 2017, the effective date of the acquisition, $17 of the Company’s common stock (441 shares) as of the closing date of the acquisition, and $33 in stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in two equal installments, due on the first and second anniversaries of May 1, 2017. Included in the $2,200 promissory notes, is an earn-out of $550, subject to the achievement of certain agreed upon metrics for calendar year 2017. The earn-out of $550 is interest bearing and was recorded at its estimated fair value of $413, 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 ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for Lochrane, we engaged a third-party independent valuation specialist to assist in the determination of fair values.

On April 14, 2017, the Company acquired all of the outstanding equity interests in Bock & Clark Corporation (“B&C”), an Akron, Ohio based surveying, commercial zoning, and environmental services firm. The acquisition of B&C will expand our cross-selling opportunities within our infrastructure engineering, surveying, and program management groups and with our financial and transactional real estate clients. The aggregate purchase price consideration paid by the Company in connection with the acquisition was $42,000, subject to customary closing working capital adjustments, funded entirely in cash. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for Bock & Clark, we engaged a third-party independent valuation specialist to assist in the determination of fair values.

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The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition dates for acquisitions closed during fiscal years 2019 and 2018:

	2019										2018
	QSI				Other			Total			Total
Cash	$	6,894			75			6,969			$	345
Billed and unbilled receivables, net	42,523				21,642			64,165			20,999
Right-of-use assets	6,131				0			6,131			0
Property and equipment	13,626				2,163			15,789			3,122
Prepaid expenses	2,612				997			3,609			589
Other assets	1,317				1,048			2,365			83
Intangible assets:								—
Customer relationships	64,709				10,423			75,132			32,267
Trade name	58,546				1,365			59,911			2,479
Customer backlog	6,835				1,363			8,198			8,007
Developed technology	32,944				0			32,944			—
Other	—				814			814			4,306
Total Assets	236,137				39,890			276,027			72,197
Liabilities	(23,698		)		(8,324)			(32,022	)		(11,589		)
Deferred tax liabilities	(39,372		)		(3,779)			(43,151	)		(8,903		)
Net assets acquired	173,067				27,787			200,854			51,705
Consideration paid (Cash, Notes and/or stock)	318,004				50,946			368,950			90,516
Contingent earn-out liability (Cash and stock)	—				1,004			1,004			3,112
Total Consideration	318,004				51,950			369,954			93,628
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)	$	144,937			24,163			169,100			$	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 9, Goodwill and Intangible Assets, for further information on goodwill and identified intangibles.

The consolidated financial statements of the Company for fiscal years 2019, 2018 and 2017 include the results of operations from the businesses acquired from their respective dates of acquisition during each of the respective periods as follows:

	2019				2018				2017
Gross revenues	$	42,127			$	33,468			$	59,048
Income before income taxes	$	3,170			$	6,677			$	10,755

General and administrative expense for fiscal years 2019, 2018 and 2017 included $1,492, $1,267 and $1,398, respectively, of acquisition-related costs pertaining to the Company’s acquisition activities.

The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for fiscal years 2019, 2018 and 2017 as if the acquisitions of QSI, The Sextant Group, Page One, Alta, WHPacific, and GeoDesign had occurred as of January 1, 2018 and as if the acquisition of CHI and CALYX had occurred as of January 1, 2017. The pro forma information provided below is compiled from the financial statements of CHI, CALYX, The Sextant Group, Page One, Alta, WHPacific, GeoDesign, and QSI and includes pro forma adjustments for amortization expense, adjustments to certain expenses, and the income tax impact of these adjustments. These unaudited pro forma results are

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presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the Company would have been if the acquisitions and related financing transactions had occurred on the date assumed, nor are they indicative of future results of operations.

	Years Ended
	December 28, 2019				December 29, 2018				December 30, 2017
Gross revenues	$	677,109			$	689,580			$	430,805
Net income	$	18,421			$	22,633			$	22,464
Basic earnings per share	$	1.52			$	2.05			$	2.19
Diluted earnings per share	$	1.47			$	1.95			$	2.07

Pro forma results for 2019 were adjusted to exclude acquisition-related costs incurred by NV5 Global and QSI. Adjustments were also made to adjust amortization of intangible assets to reflect fair value of identified assets acquired, to record the effects of extinguishing the debt of QSI and replacing it with the debt of NV5 Global, and to record the income tax effect of these adjustments. Adjustments were made to the 2018 pro forma results to adjust amortization of intangible assets to reflect fair value of identified assets acquired, to record the effect of extinguishing the debt of QSI and replacing it with the debt of NV5 Global, and to record the income tax effect of these adjustments.

All other acquisitions were not material to the Company’s consolidated financial statements both individually and in the aggregate.

Billed and Unbilled Receivables consists of the following:

	December 28, 2019				December 29, 2018
Billed receivables	$	134,900			$	101,482
Less: allowance for doubtful accounts	(3,860		)		(3,158		)
Billed receivables, net	$	131,041			$	98,324
Unbilled receivables	$	80,639			$	44,799
Less: allowance for doubtful accounts	(1,211		)		(1,388		)
Unbilled receivables, net	$	79,428			$	43,411

Activity in the allowance for doubtful accounts consisted of the following:

	December 28, 2019				December 29, 2018
Balance as of the beginning of the year	$	4,546			$	3,642
Provision for doubtful accounts	1,239				797
Write-offs of uncollectible accounts	(714		)		(301		)
Other (1)	—				408
Balance as of the end of the year	$	5,071			$	4,546

⁽¹⁾ Includes allowances from new business acquisitions.

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Property and equipment, net consists of the following:

	December 28, 2019				December 29, 2018
Office furniture and equipment	$	4,198			$	2,328
Computer equipment	10,704				11,640
Survey and field equipment	24,165				5,526
Leasehold improvements	6,266				2,541
Total	45,333				22,035
Less: accumulated depreciation	(19,600		)		(10,358		)
Property and equipment, net	$	25,733			$	11,677

Depreciation expense for fiscal years 2019, 2018 and 2017 was $5,327, $4,331 and $2,818, respectively.

Goodwill

The changes in the carrying value by reportable segment for the fiscal years 2019 and 2018 were as follows:

	Fiscal Year 2019
	December 29, 2018				Acquisitions				Disposed/Adjustments				December 28, 2019
INF	$	69,255			$	162,814			$	(814	)		$	231,255
BTS	71,675				6,286				—				77,961
Total	$	140,930			$	169,100			$	(814	)		$	309,216

	Fiscal Year 2018
	December 30, 2017				Acquisitions				Disposed/Adjustments				December 29, 2018
INF	$	28,675			$	40,472			$	108			$	69,255
BTS	70,224				1,451				—				71,675
Total	$	98,899			$	41,923			$	108			$	140,930

Goodwill of $9,574 and $14,350 from acquisitions in 2019 and 2018, respectively, is expected to be deductible for income tax purposes. During 2019, the Company received $2,360 from the sellers of CHI as a working capital adjustment which was recorded as a reduction of goodwill and the purchase price paid for the acquisition of CHI. In addition, during 2019 there were fair value adjustments that increased goodwill by $1,546. During 2018, the Company revised its allocation of purchase price for 2017 acquisitions and increased goodwill by $108.

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Intangible assets

Intangible assets, net, at December 28, 2019 and December 29, 2018 consist of the following:

	December 28, 2019												December 29, 2018
	Gross Carrying Amount				Accumulated Amortization				Net Amount				Gross Carrying Amount				Accumulated Amortization				Net Amount
Finite-lived intangible assets:
Customer relationships(1)	$	176,088			$	(29,198	)		$	146,890			$	100,956			$	(18,724	)		$	82,232
Trade name(2)	10,253				(8,593		)		1,660				8,888				(6,469		)		2,419
Customer backlog(1)	24,198				(12,435		)		11,763				16,000				(6,730		)		9,270
Favorable lease(3)	—				—				—				552				(197		)		355
Non-compete(4)	9,369				(5,105		)		4,264				8,554				(3,074		)		5,480
Developed technology(5)	32,944				(106		)		32,838				—				—				—
Total finite-lived intangible assets	252,851				(55,436		)		197,415				134,950				(35,194		)		99,756
Indefinite-lived intangible assets:
QSI trade name	58,546				—				58,546				$	—			$	—			$	—
Total indefinite-lived intangible assets	58,546				—				58,546				$	—			$	—			$	—
Total intangible assets	$	311,397			$	(55,436	)		$	255,961			$	134,950			$	(35,194	)		$	99,756

⁽¹⁾ Amortized on a straight-line basis over estimated lives (1 to 12 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)

⁽⁵⁾ Amortized on a straight-line basis over their estimated lives (5 to 7 years)

The following table summarizes the weighted average useful lives of definite-lived intangible assets acquired during 2019 and 2018:

	2019		2018
Customer relationships	10.0		10.0
Trade name	2.0		1.8
Customer backlog	3.0		1.8
Developed technology	7.0		—
Non-compete	4.0		4.1

Amortization expense for fiscal years 2019, 2018 and 2017 was $20,488, $13,052 and $10,310 respectively.

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As of December 28, 2019, the future estimated aggregate amortization related to finite-lived intangible assets for the next five fiscal years and thereafter is as follows:

	Amount
2020	$	31,398
2021	26,901
2022	22,569
2023	21,450
2024	21,155
Thereafter	73,941
Total	$	197,415

Accrued liabilities consist of the following:

	December 28, 2019				December 29, 2018
Current portion of lease liability	$	13,108			$	—
Accrued vacation	10,048				7,994
Payroll and related taxes	12,146				8,136
Benefits	4,637				1,598
Unrecognized tax benefits	887				548
Professional liability reserve	1,083				157
Deferred rent	—				779
Other	5,523				1,641
Total	$	47,432			$	20,853

Notes payable and other obligations consists of the following:

	December 28, 2019			December 29, 2018
Senior credit facility	320,457			$	—
Uncollateralized promissory notes	36,217			40,001
Finance leases	2,707			2,092
Other obligations	2,884			4,893
Debt issuance costs, net of amortization	(4,078)			—
Total Notes Payable and Other Obligations	358,187			46,986
Current portion of notes payable and other obligations	(25,332	)		(17,139		)
Notes payable and other obligations, less current portion	332,854			$	29,847

Senior Credit Facility

On December 20, 2019 (the "Closing Date"), the Company amended and restated its Credit Agreement (the "A&R Credit Agreement"), dated December 7, 2016, as amended on December 20, 2018, with Bank of America, N.A. ("Bank of America"), as administrative agent, swingline lender and letter of credit issuer, the other lenders party thereto, and certain of the Company's subsidiaries as guarantors. Pursuant to the A&R Credit Agreement, the lenders provided term commitments of

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$150.0 million in the aggregate in a single draw on the Closing Date to fund the acquisition of QSI and various costs and expenses relating thereto and revolving commitments totaling $215.0 million in the aggregate. The revolving commitment is available through December 20, 2024 (the "Maturity Date"), at which time the term commitments and revolving commitments will be due and payable in full. An aggregate amount of $320.5 million was drawn under the A&R Credit Agreement on the closing date to fund the QSI acquisition and repay previously existing borrowings. The Senior Credit Facility is secured by a first priority lien on substantially all of the assets of the Company. The A&R Credit Agreement also includes an accordion feature permitting the Company to request an increase in either the term facility or the revolver facility under the A&R Credit Agreement by an additional amount of up to $100.0 million in the aggregate.

Borrowings under the term facility amortize at the rate of 5.0% per annum for the first two years of the facility and thereafter at the rate of 7.5% per annum until the Maturity Date.

Borrowings under the A&R Credit Agreement bear interest at variable rates described below, which are, at our option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offered Rate) plus an applicable margin or a base rate denominated in U.S. dollars. Interest rates are subject to change based on our consolidated leverage ratio. The consolidated leverage ratio is the ratio of our pro forma consolidated funded indebtedness to our pro forma consolidated EBITDA for the most recently completed measurement period.

The A&R Credit Agreement contains covenants that may have the effect of limiting the ability of the Company and its subsidiaries to, among other things, merge with or acquire other entities, enter into a transaction resulting in a Change in Control, create certain new liens, incur certain additional indebtedness, engage in certain transactions with affiliates, or engage in new lines of business or sell a substantial part of their assets. The A&R Credit Agreement also contains financial covenants that requires us to maintain a consolidated fixed charge coverage ratio of no less than 1.20 to 1.00 as of the end of any measurement period. In addition, we are required to maintain a consolidated leverage ratio as described below:

Measurement Period Ending	Maximum Consolidated Leverage Ratio
Closing Date through June 30, 2020	4.25 to 1.00
July 1, 2020 through September 30, 2020	4.00 to 1.00
October 1, 2020 through December 31, 2020	3.75 to 1.00
January 1, 2021 and thereafter	3.50 to 1.00

As of December 28, 2019, we were in compliance with the financial covenants.

The A&R Credit Agreement also contains customary events of default, including (but not limited to) a default in the payment of principal or, following an applicable grace period, interest, breaches of the our covenants or warranties under the A&R Credit Agreement, payment default or acceleration of certain indebtedness of the Company or any subsidiary, certain events of bankruptcy, insolvency or liquidation involving the Company or any subsidiaries, certain judgments or uninsured losses, changes in control and certain liabilities related to ERISA based plans.

The A&R Credit Agreement limits the payment of cash dividends (together with certain other payments that would constitute a "Restricted Payment" within the meaning of the A&R Credit Agreement and generally including dividends, stock repurchases and certain other payments in respect to warrants, options, and other rights to acquire equity securities) to no more than $10,000 in any fiscal year, so long as no default shall exist at the time of or arise as a result from such payment.

Total debt issuance costs incurred and capitalized in connection with the issuance of the A&R Credit Agreement were $3,676. Total amortization of debt issuance costs was $131 during 2019.

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 December 28, 2019, the outstanding balance of this obligation was $382.

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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 December 28, 2019, the outstanding balance of this obligation was $181.

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 December 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 December 28, 2019 and December 29, 2018, the outstanding balance of this obligation was $1,754.

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 December 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 December 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 December 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 December 28, 2019. At December 29, 2018, the outstanding balance of this obligation was $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 December 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 December 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 December 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 December 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 $3,140 as of December 28, 2019.

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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 December 28, 2019.

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 $11,250 and $15,000 as of December 28, 2019 and December 29, 2018, respectively.

On August 24, 2018, the Company acquired CALYX. The purchase price included an uncollateralized $4,000 promissory note bearing interest at 3.75% payable in four equal annual installments of $1,000. The outstanding balance of the CALYX Note was $3,000 and $4,000 as of December 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 of $150. The outstanding balance of the CSA Note was $450 and $600 as of December 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 of $250. The outstanding balance of the Butsko Note was $750 and $1,000 as of December 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 of $100, The outstanding balance of the Marron Note was $100 and $200 as of December 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 of $1,375. The outstanding balance of the RDK Note was $2,750 and $4,125 as of December 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 of $150. The outstanding balance of the H&K Note was $300 and $450 as of December 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 of $413. The outstanding balance of the Lochrane Note was $825 and $1,238 as of December 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 of $875. The outstanding balance of the CivilSource Note was $1,502 and $2,625 as of December 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 of $675. The outstanding balance of the Hanna Note was $675 and $1,350 as of December 28, 2019 and December 29, 2018, respectively.

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 of $1,400. The outstanding balance of the JBA Note was $4,163 and $4,200 as of December 28, 2019 and December 29, 2018, respectively.

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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 of $125. The outstanding balance of the Weir Note was $125 and $250 as of December 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 of $1,500. The outstanding balance of the Dade Moeller Notes was $1,497 and $3,036 as of December 28, 2019 and December 29, 2018, respectively.

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 December 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 of $313. There was no outstanding balance on the JLA Note as of December 28, 2019. As of December 29, 2018, the outstanding balance of the JLA Note was $313.

Future contractual maturities of long-term debt as of December 28, 2019 are as follows:

Fiscal Year		Amount
2020		$	26,039
2021		20,144
2022		19,400
2023		13,578
2024		283,104
Total		$	362,265

As of December 28, 2019 and December 29, 2018, the carrying amount of debt obligations approximates their fair values based on Level 2 inputs.

The following table summarizes the changes in the carrying value of estimated contingent consideration:

	December 28, 2019				December 29, 2018
Contingent consideration, beginning of the year	$	4,698			$	1,890
Additions for acquisitions	1,316				3,112
Reduction of liability for payments made	(1,938		)		(728		)
Decrease (increase) of liability related to re-measurement of fair value	(74		)		424
Total contingent consideration, end of the period	4,002				4,698
Current portion of contingent consideration	1,954				1,845
Contingent consideration, less current portion	$	2,048			$	2,853

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The Company primarily leases property under operating leases and has five equipment operating leases for aircrafts. Our property 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 based on estimates of rates the Company would pay for senior collateralized loans over a similar term. 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.

Supplemental balance sheet information related to the Company's operating and finance leases is as follows:

Leases		Classification		December 28, 2019
Assets
Operating lease assets		Right-of-use lease asset, net (1)		$	46,313
Finance lease assets		Property and equipment, net (1)		2,371
Total leased assets				$	48,685
Liabilities
Current
Operating		Accrued liabilities		$	(13,108	)
Finance		Current portion of notes payable and other obligations		(1,022		)
Noncurrent
Operating		Long-term lease liability		(34,573		)
Finance		Notes payable and other obligations, less current portion		(1,685		)
Total lease liabilities				$	(50,388	)

⁽¹⁾At December 28, 2019, operating right of-use lease assets and finance lease assets are recorded net of accumulated amortization of $9,657 and $1,592, respectively.

Supplemental balance sheet information related to the Company's operating and finance leases is as follows:

Weighted - Average Remaining Lease Term (Years)		December 28, 2019
Operating leases		5.0
Finance leases		2.8
Weighted - Average Discount Rate
Operating leases		4%
Finance leases		7%

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Supplemental cash flow information related to the Company's operating and finance lease liabilities is as follows:

	Fiscal Year Ended
	December 28, 2019
Operating cash flows from operating leases	$	10,988
Financing cash flows from finance leases	$	796
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	20,731

The following table summarizes the components of lease cost recognized in the consolidated statements of net income and comprehensive income:

				Fiscal Year Ended
Lease Cost		Classification		December 28, 2019
Operating lease cost		Facilities and facilities related		$	11,538
Finance lease cost
Amortization of right of use assets		Depreciation and amortization		1,245
Interest on lease liabilities		Interest expense		98
Total lease cost				12,881

As of December 28, 2019, maturities of the Company's lease liabilities under its long-term operating leases and finance leases for the next five fiscal years and thereafter are as follows:

Fiscal Year		Operating Leases				Finance Leases
2020		$	14,620			$	990
2021		12,492				875
2022		8,693				708
2023		6,205				438
2024		3,890				199
Thereafter		6,776				11
Total lease payments		52,676				3,221
Less: Interest		(4,995		)		(514		)
Present value of lease liabilities		$	47,681			$	2,707

As of December 29, 2018, future minimum payments by fiscal year for the Company's non-cancelable operating leases was as follows:

Fiscal Year		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

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Litigation, Claims and Assessments

The Company is 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.

In October 2011, the Company’s 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. The Company 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 December 28, 2019, 1,237,029 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 the Company’s 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.

The following summarizes the activity of restricted stock awards during fiscal years 2019, 2018 and 2017:

	Share Units			Weighted Average Grant Date Fair Value
Unvested shares as of December 31, 2016	502,773			$	19.35
Granted	199,419			$	38.72
Vested	(93,805	)		$	9.61
Forfeited	(25,336	)		$	28.79
Unvested shares as of December 30, 2017	583,051			$	27.13
Granted	187,087			$	65.15
Vested	(127,870	)		$	19.98
Forfeited	(15,357	)		$	32.14
Unvested shares as of December 29, 2018	626,911			$	39.81
Granted	275,220			$	70.90
Vested	(207,039	)		$	20.41
Forfeited	(42,415	)		$	53.24
Unvested shares as of December 28, 2019	652,677			$	58.20

Share-based compensation expense relating to restricted stock awards during fiscal years ended 2019, 2018 and 2017 was $10,430, $6,697 and $4,011, respectively. Approximately $21,264 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 2 years, is unrecognized as of December 28, 2019. The total fair value of restricted shares vested during fiscal years 2019, 2018 and 2017 was $14,680, $7,422 and $3,626, respectively.

The Company sponsors a 401(k) Profit Sharing and Savings Plan (the “401(k) Plan”) for which employees meeting certain age and length of service requirements may contribute up to the defined statutory limit. The 401(k) Plan allows for the Company to make matching and profit sharing contributions in such amounts as may be determined by the Board of Directors. The Company assesses its matching contributions on a quarterly basis based primarily on Company performance in previous periods.

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The Company contributed $1,323, $676 and $1,940, respectively, to the 401(k) Plan for fiscal years 2019, 2018 and 2017, respectively.

Income tax expense for years 2019, 2018 and 2017 consisted of the following:

	Years Ended
	December 28, 2019				December 29, 2018				December 30, 2017
Current:
Federal	$	8,059			$	7,261			$	9,341
State	3,800				2,911				2,265
Foreign	(49		)		276				263
Total current income tax expense	11,810				10,448				11,869
Deferred:
Federal	(5,160		)		(2,924		)		(10,439		)
State	(1,474		)		(661		)		(803		)
Total deferred income tax (benefit)	(6,634		)		(3,585		)		(11,242		)
					.
Total income tax expense	$	5,176			$	6,863			$	627

Temporary differences comprising the net deferred income tax liability shown in the Company’s consolidated balance sheets were as follows:

	December 28, 2019				December 29, 2018
Deferred tax asset:
Lease liabilities	$	17,651			$	—
Tax carryforwards	7,767				—
Accrued compensation	6,682				4,348
Allowance for doubtful accounts	1,789				1,044
Deferred rent	—				201
Other	327				78
Total deferred tax asset	$	34,216			$	5,671
Deferred tax liability:
Acquired intangibles	$	(60,045	)		$	(17,248	)
Right-of-use assets	(17,189		)		—
Depreciation and amortization	(6,289		)		(2,444		)
Cash to accrual adjustment	(2,569		)		(1,962		)
Other	(1,465		)		(241		)
Total deferred tax liability	(87,557		)		(21,895		)
Net deferred tax liability	$	(53,341	)		$	(16,224	)

As of December 28, 2019 and December 29, 2018, the Company had net non-current deferred tax liabilities of $53,341 and $16,224, respectively. No valuation allowance against the Company’s deferred income tax assets is needed as of December 28, 2019 and December 29, 2018 as it is more-likely-than-not that the positions will be realized upon settlement.

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Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where the Company has a future obligation for tax purposes. During 2019 and 2018, the Company recorded a deferred tax liability of $43,151 and $8,903, respectively, in conjunction with the purchase price allocation of the intangible assets associated with acquisitions.

Total income tax expense was different than the amount computed by applying the Federal statutory rate as follows:

	Years Ended
	December 28, 2019				December 29, 2018				December 30, 2017
Tax at federal statutory rate	$	6,076			$	7,081			$	8,622
Stock based compensation	(2,808		)		(1,014		)		(1,016		)
State taxes, net of Federal benefit	1,990				1,424				714
Federal and state tax credits	(1,247		)		(923		)		(250		)
Changes in unrecognized tax position	425				111				506
Domestic production activities deduction	—				—				(936		)
Transition tax	—				110				357
Effect of change in income tax rate	—				31				(6,249		)
Other	740				43				(1,121		)
Total income tax expense	$	5,176			$	6,863			$	627

On December 22, 2017 the Tax Cuts and Jobs Act (“2017 Tax Reform”) was enacted in the United States. Among its many provisions, the 2017 Tax Reform reduced the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. The 2017 Tax Reform required a one-time transition tax on undistributed foreign earnings and created a new provision designed to tax global intangible low-taxed income (“GILTI”). Also, the SEC issued guidance in Staff Accounting Bulletin No. 118 which provided for a measurement period of up to one year after the enactment for companies to complete their accounting for the 2017 Tax Reform.

As a result of the 2017 Tax Reform, during the fourth quarter of 2017, the Company recorded a decrease of $6,249 to its deferred tax assets and liabilities, with a corresponding adjustment to deferred income tax expense. In addition, during the fourth quarter of 2017, the Company recorded a provisional liability of $357 with a corresponding adjustment to income tax expense related to the one-time transition tax on undistributed foreign earnings. The provisional adjustment related to the 2017 Tax Reform was determined using reasonable estimates. During the fiscal year ended December 29, 2018, the Company recognized a $110 adjustment to the provisional amount recorded as of December 30, 2017.

The Company’s consolidated effective income tax rate was 17.8%, 20.4% and 2.5% for fiscal years 2019, 2018 and 2017, respectively. The difference between the effective income tax rate and the combined statutory federal and state income tax rate was primarily due to excess tax benefits from share-based payments and federal credits, offset by other permanent items. Also contributing to the lower effective tax rate for fiscal year 2017 was the re-measurement of the Company's deferred tax assets and liabilities as a result of the change in the U.S. corporate income tax rate and the Federal domestic production activities deduction.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company evaluates 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. During the fourth quarter of 2017, the Company settled with the CFTB and paid $839 for research and development tax credits for the years 2005 through 2011. Fiscal years 2012 through 2019 are considered open tax years in the State of California and 2016 through 2019 in the U.S. federal jurisdiction and other state and foreign jurisdictions. The Company’s 2014 U.S. federal income tax return was reviewed by the Internal Revenue Service and closed with no change during the second quarter of 2018.

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As of December 28, 2019 and December 29, 2018, the Company had $887 and $548, respectively, of gross unrecognized tax benefits, which if recognized, $769 and $548 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. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	December 28, 2019				December 29, 2018				December 30, 2017
Balance, beginning of period	$	548			$	437			$	770
Additions based on tax positions related to the current year	124				45				49
Additions for tax positions of prior years	338				66				525
Lapse of statute of limitations	(123		)						—
Reductions for positions of prior years	—				—				(68		)
Settlement	—				—				(839		)
Balance, end of period	$	887			$	548			$	437

The Company’s Chief Executive Officer is the chief operating decision maker and organized the Company into two operating and reportable segments as follows:

•	Infrastructure (INF) includes our engineering, civil program management, construction quality assurance, testing, and inspection, and geospatial solutions.

•	Building, Technology & Sciences (BTS), which includes our energy, environmental and building program management practices.

The Company evaluates 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. The Company accounts 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.

On December 20, 2019, the Company acquired Geospatial Holdings, Inc. and its subsidiaries, including Quantum Spatial, Inc. (collectively "QSI"), a full-service geospatial solutions provider. QSI's financial results for the period subsequent to the acquisition are consolidated and reported under the Company's INF reportable segment. In the future, the Company may re-evaluate the structure of its internal organization as a result of the QSI acquisition.

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The following tables set forth summarized financial information concerning our reportable segments:

	Years Ended
	December 28, 2019				December 29, 2018				December 30, 2017
Gross revenues
INF	$	334,458			$	257,353			$	185,238
BTS	178,419				164,739				152,304
Elimination of inter- segment revenues	(3,939		)		(4,011		)		(4,508		)
Total gross revenues	$	508,938			$	418,081			$	333,034
Segment income before taxes
INF	$	54,583			$	43,832			$	32,245
BTS	28,138				26,656				21,018
Total Segment income before taxes	82,721				70,488				53,263
Corporate(1)	(53,789		)		(36,769		)		(28,630		)
Total income before taxes	$	28,932			$	33,719			$	24,633

⁽¹⁾ Includes amortization of intangibles of $20,488, $13,052 and $10,310 for the fiscal years ended 2019, 2018 and 2017, respectively.

	December 28, 2019				December 29, 2018
Assets
INF	$	776,835			$	228,979
BTS	23,976				155,112
Corporate(1)	92,326				55,330
Total assets	$	893,137			$	439,421

⁽¹⁾ Corporate assets consist of intercompany eliminations and assets not allocated to segments including cash and cash equivalents and certain other assets.

Substantially all of the Company's assets are located in the United States.

Upon adoption of Topic 606, the Company disaggregates its gross revenues from contracts with customers by geographic location, customer-type and contract-type for each of its reportable segments. Disaggregated revenues include the elimination of inter-segment revenues which has been allocated to each segment. The Company believes this best depicts how the nature, amount, timing and uncertainty of its revenues and cash flows are affected by economic factors. No sales to an individual customer or country other than the United States accounted for more than 10% of gross revenue for fiscal years 2019, 2018, or 2017. Gross revenue, classified by the major geographic areas in which our customers were located, were as follows:

	Fiscal Year Ended
	December 28, 2019												December 29, 2018
	INF				BTS				Total				INF				BTS				Total
United States	$	331,161			$	171,246			$	502,407			$	254,723			$	150,696			$	405,419
Foreign	—				6,531				6,531				—				12,662				12,662
Total gross revenues	$	331,161			$	177,777			$	508,938			$	254,723			$	163,358			$	418,081

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Gross revenue by customer were as follows:

	Fiscal Year Ended
	December 28, 2019												December 29, 2018
	INF				BTS				Total				INF				BTS				Total
Public and quasi-public sector	$	271,935			$	66,544			$	338,479			$	233,395			$	45,393			$	278,788
Private sector	59,226				111,233				170,459				21,328				117,965				139,293
Total gross revenues	$	331,161			$	177,777			$	508,938			$	254,723			$	163,358			$	418,081

Gross revenues by contract type were as follows:

	Fiscal Year Ended
	December 28, 2019												December 29, 2018
	INF				BTS				Total				INF				BTS				Total
Cost-reimbursable contracts	$	318,112			$	139,406			$	457,518			$	254,365			$	128,738			$	383,103
Fixed-unit price contracts	13,049				38,371				51,420				358				34,620				34,978
Total gross revenues	$	331,161			$	177,777			$	508,938			$	254,723			$	163,358			$	418,081

Management believes the following unaudited quarterly financial information for fiscal years 2019 and 2018, which is derived from the Company’s unaudited interim financial statements, reflects all adjustments necessary for a fair statement of the results of operations. The fluctuations between periods is a result of acquisitions made during 2019 and 2018 (See Note 5, Business Acquisitions, for further information on the Company's acquisitions).

	Quarter Ended
	First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Fiscal Year Ended December 28, 2019
Gross revenues	$	117,335			$	127,974			$	131,032			$	132,598
Gross profit	$	55,430			$	61,440			$	63,496			$	65,017
Income from operations	$	7,411			$	9,597			$	7,825			$	6,374
Income before income tax expense	$	7,060			$	9,140			$	7,403			$	5,329
Net income and comprehensive income	$	5,543			$	8,794			$	5,843			$	3,575
Basic earnings per share	$	0.46			$	0.73			$	0.48			$	0.29
Diluted earnings per share	$	0.44			$	0.70			$	0.46			$	0.28

	Quarter Ended
	First Quarter				Second Quarter				Third Quarter				Fourth Quarter
Fiscal Year Ended December 29, 2018
Gross revenues	$	94,534			$	104,018			$	104,185			$	115,344
Gross profit	$	46,631			$	50,702			$	49,974			$	54,097
Income from operations	$	6,301			$	9,350			$	9,974			$	10,060
Income before income tax expense	$	5,690			$	8,700			$	9,523			$	9,806
Net income and comprehensive income	$	4,292			$	7,620			$	7,285			$	7,659
Basic earnings per share	$	0.42			$	0.73			$	0.65			$	0.64
Diluted earnings per share	$	0.39			$	0.69			$	0.62			$	0.62

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ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A.	CONTROLS AND PROCEDURES

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ITEM 9B.	OTHER INFORMATION

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ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

ITEM 11.	EXECUTIVE COMPENSATION.

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.

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ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)	Financial Statements:

(1)	The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 therein.

(2)	All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable.

(3)	See attached Exhibit Index of this Annual Report on Form 10-K.

(b)	Exhibits:

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