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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) August 7, 2024
 
NV5 GLOBAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware001-3584945-3458017
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(I.R.S. Employer Identification No.)
  200 South Park Road,Suite 350
Hollywood,Florida33021
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueNVEEThe 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 August 7, 2024, NV5 Global, Inc. (the “Company”) issued a press release reporting its unaudited financial results for the second quarter ended June 29, 2024.

Item 7.01 Regulation FD Disclosure.

The information contained in Item 2.02 is incorporated herein by reference.

The information contained in Items 2.02 and Item 7.01 (including Exhibit 99.1) is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.




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


Exhibit 99.1
NV5 ANNOUNCES SECOND QUARTER RESULTS AND RAISES GUIDANCE
Hollywood, FL – August 7, 2024 – NV5 Global, Inc. (Nasdaq GS: NVEE) ("NV5" or the "Company"), a provider of technology, conformity assessment, consulting solutions, and software applications, today reported financial results for the second quarter ended June 29, 2024.

"NV5 continued to build upon its positive momentum in the second quarter, delivering strong organic growth and profitability. We are well-positioned to meet the expected increase in demand for our services in the second half of 2024, and we are raising guidance. As highlighted in our recent Investor Day, our leadership position in the use of technology to deliver our services, including geospatial analytics and software, provides competitive advantages and contributes to NV5's growth. We will continue to incorporate innovative technologies in all of our services in the years to come," said Dickerson Wright, Executive Chairman of NV5.
Second Quarter 2024 Results
Gross revenues in the second quarter of 2024 grew 6% to $236.3 million from $222.6 million in the second quarter of 2023 and our gross profit increased 12% to $123.3 million. This represents a gross margin expansion of 270 basis points to 52.2%.
Net income of $7.9 million reflects integration costs of our VIS acquisition during the second quarter this year and a $6.7 million reversal of contingent consideration during the same quarter last year. We also had $1.0 million of higher interest expense this quarter as a result of higher interest rates and debt balances, although our net leverage remains low at 1.5x. Our GAAP EPS during the second quarter was $0.50 per share compared to $1.00 per share last year due to the foregoing differences between the periods.
Our Adjusted EBITDA increased 10% to $38.5 million from $35.0 million, and our Adjusted EBITDA margin expanded to 16.3% from 15.7% in the prior year quarter. Our Adjusted EPS was $1.24 per share compared to $1.29 per share in the second quarter of 2023, reflecting higher share count.
Raising Guidance
We continue to foresee a strong second half of the year. Accordingly, we are raising 2024 full-year guidance for revenue and Adjusted Earnings per Share as follows:
•Gross revenue for the full year 2024 is now between $944 million and $950 million, an increase from $937 million and $942 million.
•2024 GAAP EPS guidance remains $2.87 to $2.93 per share.
•2024 Adjusted EPS guidance has been raised to $5.13 to $5.20 per share, an increase from $5.05 to $5.11 per share.

Use of Non-GAAP Financial Measures; Comparability of Certain Measures

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

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

Our definition of Adjusted EBITDA and Adjusted EPS may differ from other companies reporting similarly named measures. These measures should be considered in addition to, and not as a substitute for, or superior to, other measures of financial performance prepared in accordance with GAAP, such as Net Income, and Diluted Earnings per Share. In addition, when presenting forward-looking non-GAAP metrics, we are unable to provide quantitative reconciliations to the most closely correlated GAAP measure due to the uncertainty in the timing, amount or nature of any adjustments, which could be material in any period.



Conference Call 
 
NV5 will host a conference call to discuss its second quarter 2024 financial results at 4:30 p.m. (Eastern Time) on August 7, 2024. The accompanying presentation for the call is available by visiting http://ir.nv5.com.

Date:    Wednesday, August 7, 2024
Time:    4:30 p.m. Eastern
Toll-free dial-in number:    +1 800-715-9871
International dial-in number:    +1 646-307-1963
Conference ID:    2719957
Webcast:    http://ir.nv5.com
  
Please dial-in at least 5-10 minutes prior to the start time to allow the operator to log your name and connect you to the conference.
 
The conference call will be webcast live and available for replay via the “Investors” section of the NV5 website.

About NV5
 
NV5 Global, Inc. (NASDAQ GS: NVEE) is a provider of technology, conformity assessment, consulting solutions, and software applications for public and private sector clients supporting sustainable infrastructure, utility, and building assets and systems. The Company focuses on multiple verticals: construction quality assurance, infrastructure engineering, utility services, buildings & technology, environmental health sciences, and geospatial technology services to deliver innovative, sustainable solutions to complex issues and improve lives in our communities. NV5 operates out of more than 100 offices nationwide and internationally. For additional information, please visit the Company’s website at www.NV5.com. Also, visit the Company on LinkedIn, Twitter, Facebook, and Instagram.

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


NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED) 
(in thousands, except share data)
 June 29, 2024December 30, 2023
Assets
Current assets:
Cash and cash equivalents$29,355 $44,824 
Billed receivables, net161,894 152,593 
Unbilled receivables, net140,006 113,271 
Prepaid expenses and other current assets22,991 18,376 
Total current assets354,246 329,064 
Property and equipment, net55,675 50,268 
Right-of-use lease assets, net36,135 36,836 
Intangible assets, net237,789 226,702 
Goodwill543,708 524,573 
Deferred income tax assets, net4,744 — 
Other assets2,086 3,149 
Total Assets$1,234,383 $1,170,592 
Liabilities and Stockholders’ Equity  
Current liabilities:  
Accounts payable$61,870 $54,865 
Accrued liabilities44,202 47,423 
Billings in excess of costs and estimated earnings on uncompleted contracts35,441 41,679 
Other current liabilities2,348 2,263 
Current portion of contingent consideration2,436 3,922 
Current portion of notes payable and other obligations8,537 9,267 
Total current liabilities154,834 159,419 
Contingent consideration, less current portion2,328 143 
Other long-term liabilities25,935 26,930 
Notes payable and other obligations, less current portion248,687 205,468 
Deferred income tax liabilities, net— 2,837 
Total liabilities431,784 394,797 
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, 16,280,601 and 15,895,255 shares issued and outstanding as of June 29, 2024 and December 30, 2023, respectively
163 159 
Additional paid-in capital527,418 508,256 
Accumulated other comprehensive loss(695)(18)
Retained earnings275,713 267,398 
Total stockholders’ equity802,599 775,795 
Total liabilities and stockholders’ equity$1,234,383 $1,170,592 



NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands, except share data)
 Three Months EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Gross revenues$236,326 $222,638 $449,621 $406,955 
Direct costs:
Salaries and wages61,390 57,079 117,845 105,463 
Sub-consultant services37,342 39,690 68,602 67,304 
Other direct costs14,323 15,569 27,074 27,890 
Total direct costs113,055 112,338 213,521 200,657 
Gross profit123,271 110,300 236,100 206,298 
Operating expenses:
Salaries and wages, payroll taxes, and benefits68,110 58,949 133,544 111,621 
General and administrative21,178 11,551 43,420 29,472 
Facilities and facilities related6,035 5,823 11,996 11,197 
Depreciation and amortization16,068 13,539 30,550 24,585 
Total operating expenses111,391 89,862 219,510 176,875 
Income from operations11,880 20,438 16,590 29,423 
Interest expense(4,606)(3,648)(8,797)(5,229)
Income before income tax expense7,274 16,790 7,793 24,194 
Income tax benefit (expense)633 (1,377)522 (2,834)
Net income$7,907 $15,413 $8,315 $21,360 
Earnings per share:  
Basic$0.51 $1.03 $0.54 $1.43 
Diluted$0.50 $1.00 $0.53 $1.39 
Weighted average common shares outstanding:
Basic15,362,825 15,014,106 15,314,988 14,948,796 
Diluted15,671,176 15,451,788 15,657,632 15,421,535 
Comprehensive income:
Net income$7,907 $15,413 $8,315 $21,360 
Foreign currency translation losses, net of tax(176)(191)(677)(191)
Comprehensive income$7,731 $15,222 $7,638 $21,169 



NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Six Months Ended
 June 29, 2024July 1, 2023
Cash flows from operating activities:
Net income$8,315 $21,360 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization33,635 27,205 
Non-cash lease expense6,401 6,784 
Provision for doubtful accounts723 607 
Stock-based compensation13,988 10,728 
Change in fair value of contingent consideration— (7,514)
Gain on disposals of property and equipment(644)(408)
Other204 — 
Deferred income taxes(7,712)(7,673)
Amortization of debt issuance costs370 365 
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables(4,674)10,882 
Unbilled receivables(25,042)(9,842)
Prepaid expenses and other assets(1,619)(4,691)
Accounts payable4,555 (8,164)
Accrued liabilities and other long-term liabilities(11,507)(5,698)
Billings in excess of costs and estimated earnings on uncompleted contracts(7,384)(7,606)
Contingent consideration(1,455)(1,307)
Other current liabilities88 474 
Net cash provided by operating activities8,242 25,502 
Cash flows from investing activities:  
Cash paid for acquisitions (net of cash received from acquisitions)(53,947)(186,242)
Proceeds from sale of assets249 295 
Purchase of property and equipment(8,905)(10,239)
Net cash used in investing activities(62,603)(196,186)
Cash flows from financing activities:  
Borrowings from Senior Credit Facility58,000 180,000 
Payments on notes payable and other obligations(5,274)(5,131)
Payments of contingent consideration(1,585)(793)
Payments of borrowings from Senior Credit Facility(12,000)(13,000)
Net cash provided by financing activities39,141 161,076 
Effect of exchange rate changes on cash and cash equivalents(249)(106)
Net decrease in cash and cash equivalents(15,469)(9,714)
Cash and cash equivalents – beginning of period44,824 38,541 
Cash and cash equivalents – end of period$29,355 $28,827 



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

RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA
  Three Months EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Net Income$7,907 $15,413 $8,315 $21,360 
Add:Interest expense4,606 3,648 8,797 5,229 
 Income tax (benefit) expense(633)1,377 (522)2,834 
Depreciation and amortization17,592 14,905 33,635 27,205 
Stock-based compensation7,322 4,902 13,988 10,728 
Acquisition-related costs*1,704 (5,294)3,016 (4,661)
Adjusted EBITDA$38,498 $34,951 $67,229 $62,695 

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


RECONCILIATION OF GAAP EPS TO ADJUSTED EPS
  Three Months EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Net Income - per diluted share$0.50 $1.00 $0.53 $1.39 
Per diluted share adjustments:  
Add:Amortization expense of intangible assets and acquisition-related costs0.97 0.49 1.81 1.13 
 Income tax expense(0.23)(0.20)(0.43)(0.36)
Adjusted EPS$1.24 $1.29 $1.91 $2.16 



v3.24.2.u1
Document and Entity Information Document
Aug. 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 07, 2024
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
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