Document
false0001532961 0001532961 2020-05-07 2020-05-07


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported) May 7, 2020
 
NV5 GLOBAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
001-35849
 
45-3458017
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
 
  200 South Park Road,
Suite 350
 
 
 
 
Hollywood,
Florida
 
 
 
33021
(Address of Principal Executive Offices)
 
 
 
(Zip Code)
 
(954) 495-2112
(Registrant’s Telephone Number, Including Area Code)

n/a
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.01 par value
 
NVEE
 
The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 






Item 2.02 Results of Operations and Financial Condition.
 
On May 7, 2020, NV5 Global, Inc. (the “Company”) issued a press release reporting its unaudited financial results for the first quarter ended March 28, 2020. The information contained in this Item 2.02 (including Exhibit 99.1) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the Company’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: May 7, 2020
 
 
NV5 GLOBAL, INC.
 
 
 
By: /s/ Edward Codispoti                               
Name: Edward Codispoti
Title: Chief Financial Officer


Exhibit
Exhibit 99.1

NV5 ANNOUNCES RECORD FIRST QUARTER RESULTS; BEATS CONSENSUS
 
 Hollywood, FL – May 7, 2020 – NV5 Global, Inc. (Nasdaq: NVEE) (“NV5” or the “Company”), a provider of professional and technical engineering and consulting solutions, today reported financial results for the first quarter ended March 28, 2020.

In the first quarter, Gross Revenues increased 41%, Net Revenues increased 43%, Adjusted EBITDA increased 58%, and Adjusted Earnings Per Share increased 11%. “NV5 delivered a successful first quarter, including organic growth and beating consensus on both gross revenues and adjusted EPS. We are fortunate that a majority of NV5 services are non-discretionary, minimizing the impact of economic cycles on business performance, and we have implemented COVID-19 business continuity procedures for our field-based personnel, office-based personnel, and technicians to minimize risks to employees and business performance. NV5 continues to be in a stable and solid financial position, and is a highly-scalable organization with limited fixed costs. We have taken proactive steps to manage costs during the COVID-19 outbreak, and we will continue to act quickly should any further adjustments be required,” said Dickerson Wright, PE, Chairman and CEO of NV5.

First Quarter 2020 Financial Highlights
Total Revenues for the first quarter of 2020 were $167.0 million compared to $118.0 million in the first quarter of 2019. Gross Revenues - GAAP for the first quarter of 2020 were $165.5 million compared to $117.3 million in the first quarter of 2019.
Net Revenues for the quarter were $129.6 million from $90.7 million in the first quarter of 2019.
Organic Net Revenue growth for the quarter was 4%.
Adjusted EBITDA for the first quarter of 2020, excluding stock compensation and acquisition-related costs, was $24.1 million, an increase from $15.3 million in the first quarter of 2019.
GAAP EPS was $0.33 per share in the first quarter of 2020 (based on 12,593,788 diluted shares outstanding) compared to $0.44 per share in the first quarter of 2019 (based on 12,463,007 diluted shares outstanding).
Adjusted EPS in the first quarter of 2020 was $0.84 per share (based on 12,593,788 diluted shares outstanding) compared to $0.76 in the first quarter of 2019 (based on 12,463,007 diluted shares outstanding).

2020 Outlook

The Company previously communicated its expectations regarding 2020 financial performance on February 26, 2020, shortly before the COVID-19 outbreak being declared a national emergency in the United States. While NV5's business benefits from being deemed "essential" in most aspects of its operations, the continuing effects of the COVID-19 pandemic cannot be estimated. Accordingly, NV5 Global is withdrawing previously provided guidance for fiscal 2020. NV5 may provide updated fiscal 2020 guidance if and when reliable information becomes available to management which makes such guidance meaningful to the Company's stakeholders.
 
Use of Non-GAAP Financial Measures
 
Total Revenues and Net Revenues are not measures of financial performance under U.S. generally accepted accounting principles (“GAAP”). Gross Revenues - GAAP include sub-consultant costs and other direct costs, which are generally pass-through costs. Furthermore, Gross Revenues - GAAP eliminates intercompany revenues where the Company performed the service in lieu of utilizing third-party sub-consultants. The Company believes that Total Revenues and Net Revenues, which are non-GAAP financial measures commonly used in our industry, provide a meaningful perspective on our business results. A reconciliation of Gross Revenues as reported in accordance with GAAP to Total Revenues and Net Revenues is provided at the end of this news release.

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is not a measure of financial performance under GAAP. Adjusted EBITDA reflects adjustments to EBITDA to eliminate stock-based compensation expense and acquisition-related costs. Management believes Adjusted EBITDA, in addition to operating profit, Net Income and other GAAP measures, is a useful indicator of our financial and operating performance and our ability to generate cash flows from operations that are available for taxes, capital expenditures and debt service. A reconciliation of Net Income, as reported in accordance with GAAP, to Adjusted EBITDA is provided at the end of this news release.






Adjusted earnings per diluted share (“Adjusted EPS”) is not a measure of financial performance under GAAP. Adjusted EPS reflects adjustments to reported diluted earnings per share (“GAAP EPS”) to eliminate amortization expense of intangible assets from acquisitions, net of tax benefits. As we continue our acquisition strategy, the growth in Adjusted EPS will likely increase at a greater rate than GAAP EPS. A reconciliation of GAAP EPS to Adjusted EPS is provided at the end of this news release.

Our definition of Total Revenues, Net Revenues, Adjusted EBITDA and Adjusted EPS may differ from other companies reporting similarly named measures. These measures should be considered in addition to, and not as a substitute for, or superior to, other measures of financial performance prepared in accordance with GAAP, such as Gross Revenues, Net Income and Diluted Earnings per Share.

Conference Call 
 
NV5 will host a conference call to discuss its first quarter 2020 financial results at 4:30 p.m. (Eastern Time) on May 7, 2020. The accompanying presentation for the call is available by visiting http://ir.nv5.com.

Date:    Thursday, May 7, 2020
Time:    4:30 p.m. Eastern
Toll-free dial-in number:    +1 844-348-6875
International dial-in number:    +1 509-844-0152
Conference ID:    1049027
Webcast:    http://ir.nv5.com
  
Please dial-in at least 5-10 minutes prior to the start time in order for the operator to log your name and connect you to the conference.
 
The conference call will be webcast live and available for replay via the “Investors” section of the NV5 website.

About NV5
 
NV5 Global, Inc. (NASDAQ: NVEE) is a provider of professional and technical engineering and consulting solutions ranked #27 on the Engineering News-Record’s Top 500 Design Firms list. NV5 serves public and private sector clients in the infrastructure, utilities, construction, real estate, and environmental markets. NV5 primarily focuses on six business verticals: construction quality assurance, infrastructure engineering and support services, utility services, program management, environmental solutions, and geospatial solutions. The Company operates out of more than 115 locations worldwide. For additional information, please visit the Company’s website at www.NV5.com. Also visit the Company on Twitter, LinkedIn, Facebook, and Vimeo. 

Forward-Looking Statements
 
This news release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained in this news release and on the conference call. Such factors include: (a) changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations, or policies; and (e) the “Risk Factors” set forth in the Company’s most recent SEC filings. All forward-looking statements are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such statements, except as required by law.
 
Investor Relations Contact
 
NV5 Global, Inc.
Jack Cochran
Vice President, Marketing & Investor Relations
Tel: +1-954-637-8048
Email: ir@nv5.com
 





Source: NV5 Global, Inc.





NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED) 
(in thousands, except share data)
 
March 28, 2020
 
December 28, 2019
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
38,326

 
$
31,825

Billed receivables, net
125,192

 
131,041

Unbilled receivables, net
86,713

 
79,428

Prepaid expenses and other current assets
8,220

 
8,906

Total current assets
258,451

 
251,200

Property and equipment, net
27,759

 
25,733

Right-of-use lease assets, net
43,950

 
46,313

Intangible assets, net
247,614

 
255,961

Goodwill
310,206

 
309,216

Other assets
3,438

 
4,714

Total Assets
$
891,418

 
$
893,137

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
36,176

 
$
36,116

Accrued liabilities
41,087

 
47,432

Income taxes payable
1,365

 

Billings in excess of costs and estimated earnings on uncompleted contracts
4,507

 
3,303

Client deposits
229

 
221

Current portion of contingent consideration
1,079

 
1,954

Current portion of notes payable and other obligations
24,946

 
25,332

Total current liabilities
109,389

 
114,358

Contingent consideration, less current portion
1,995

 
2,048

Long-term lease liabilities
32,624

 
34,573

Notes payable and other obligations, less current portion
331,317

 
332,854

Deferred income tax liabilities, net
51,727

 
53,341

Total liabilities
527,052

 
537,174

 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
Preferred stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding

 

Common stock, $0.01 par value; 45,000,000 shares authorized, 12,874,424 and 12,852,357 shares issued and outstanding as of March 28, 2020 and December 28, 2019, respectively
129

 
129

Additional paid-in capital
255,402

 
251,187

Retained earnings
108,835

 
104,647

Total stockholders’ equity
364,366

 
355,963

Total liabilities and stockholders’ equity
$
891,418

 
$
893,137






NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands, except share data)
 
Three Months Ended
 
March 28, 2020
 
March 30, 2019
Gross revenues
$
165,480

 
$
117,335

 
 
 
 
Direct costs (excluding depreciation and amortization):
 
 
 
Salaries and wages
45,034

 
35,257

Sub-consultant services
27,427

 
16,952

Other direct costs
8,487

 
9,696

Total direct costs
80,948

 
61,905

 
 
 
 
Gross Profit
84,532

 
55,430

 
 
 
 
Operating Expenses:
 
 
 
Salaries and wages, payroll taxes and benefits
45,556

 
29,238

General and administrative
13,157

 
8,862

Facilities and facilities related
5,397

 
3,806

Depreciation and amortization
11,040

 
6,113

Total operating expenses
75,150

 
48,019

 
 
 
 
Income from operations
9,382

 
7,411

 
 
 
 
Interest expense
(3,788
)
 
(351
)
 
 
 
 
Income before income tax expense
5,594

 
7,060

Income tax expense
(1,406
)
 
(1,517
)
Net Income and Comprehensive Income
$
4,188

 
$
5,543

 
 
 
 
Earnings per share:
 
 
 
Basic
$
0.34

 
$
0.46

Diluted
$
0.33

 
$
0.44

 
 
 
 
Weighted average common shares outstanding:
 
 
 
Basic
12,233,477

 
11,960,944

Diluted
12,593,788

 
12,463,007






NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
 
Three Months Ended
 
March 28, 2020
 
March 30, 2019
Cash Flows From Operating Activities:
 
 
 
Net income
$
4,188

 
$
5,543

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
11,040

 
6,113

Non-cash lease expense
1,704

 
2,009

Provision for doubtful accounts
215

 
206

Stock based compensation
3,379

 
1,798

Change in fair value of contingent consideration

 
49

(Gain) loss on disposals of property and equipment
(339
)
 
1

Deferred income taxes
(1,614
)
 
(463
)
Amortization of debt issuance costs
220

 

Changes in operating assets and liabilities, net of impact of acquisitions:
 
 
 
Billed receivables
6,053

 
8,995

Unbilled receivables
(7,764
)
 
3,350

Prepaid expenses and other assets
1,962

 
(1,331
)
Accounts payable
44

 
(3,240
)
Accrued liabilities
(8,061
)
 
(4,930
)
Income taxes payable
1,365

 
1,521

Billings in excess of costs and estimated earnings on uncompleted contracts
1,204

 
(3,370
)
Deposits
7

 
62

Net cash provided by operating activities
13,603

 
16,313

 
 
 
 
Cash Flows From Investing Activities:
 
 
 
Cash paid for acquisitions (net of cash received from acquisitions)

 
(8,000
)
Proceeds from sale of assets
425

 

Purchase of property and equipment
(4,525
)
 
(690
)
Net cash used in investing activities
(4,100
)
 
(8,690
)
 
 
 
 
Cash Flows From Financing Activities:
 
 
 
Payments on notes payable
(2,116
)
 
(1,848
)
Payments of contingent consideration
(650
)
 
(700
)
Payments of debt issuance costs
(236
)
 

Net cash used in financing activities
(3,002
)
 
(2,548
)
 
 
 
 
Net increase in Cash and Cash Equivalents
6,501

 
5,075

Cash and cash equivalents – beginning of period
31,825

 
40,739

Cash and cash equivalents – end of period
$
38,326

 
$
45,814






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

RECONCILIATION OF GROSS REVENUES TO TOTAL REVENUES
 
 
Three Months Ended
 
 
March 28, 2020
 
March 30, 2019
Gross Revenues - GAAP
$
165,480

 
$
117,335

Add:
Intercompany revenues in lieu of sub-consultants
1,479

 
711

Total Revenues
$
166,959

 
$
118,046



RECONCILIATION OF GROSS REVENUES TO NET REVENUES
 
 
Three Months Ended
 
 
March 28, 2020
 
March 30, 2019
Gross Revenues - GAAP
$
165,480

 
$
117,335

Less:
Sub-consultant services
(27,427
)
 
(16,952
)
 
Other direct costs
(8,487
)
 
(9,696
)
Net Revenues
$
129,566

 
$
90,687



RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA
 
 
Three Months Ended
 
 
March 28, 2020
 
March 30, 2019
Net Income
$
4,188

 
$
5,543

Add:
Interest expense
3,788

 
351

 
Income tax expense
1,406

 
1,517

 
Depreciation and Amortization
11,040

 
6,113

 
Share-based compensation
3,379

 
1,798

 
Acquisition-related costs
340

 

Adjusted EBITDA
$
24,141

 
$
15,322



RECONCILIATION OF GAAP EPS TO ADJUSTED EPS
 
 
Three Months Ended
 
 
March 28, 2020
 
March 30, 2019
Net Income - per diluted share
$
0.33

 
$
0.44

Per diluted share adjustments:
 
 
 
Add:
Amortization expense of intangible assets and acquisition-related costs
0.69

 
0.40

 
Income tax expense
(0.18
)
 
(0.09
)
Adjusted EPS
$
0.84

 
$
0.76





v3.20.1
Document and Entity Information Document
May 07, 2020
Cover page.  
Document Type 8-K
Document Period End Date May 07, 2020
Entity Registrant Name NV5 GLOBAL, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35849
Entity Tax Identification Number 45-3458017
Entity Address, Address Line One   200 South Park Road,
Entity Address, Address Line Two Suite 350
Entity Address, City or Town Hollywood,
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33021
City Area Code 954
Local Phone Number 495-2112
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol NVEE
Security Exchange Name NASDAQ
Entity Central Index Key 0001532961
Amendment Flag false