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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) May 8, 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 May 8, 2024, NV5 Global, Inc. (the “Company”) issued a press release reporting its unaudited financial results for the first quarter ended March 30, 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: May 8, 2024
 
 NV5 GLOBAL, INC.
 By: /s/ Edward Codispoti
 Name:
Title: 		Edward Codispoti
Chief Financial Officer


Exhibit 99.1
NV5 ANNOUNCES FIRST QUARTER RESULTS AND RAISES GUIDANCE
Hollywood, FL – May 8, 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 first quarter ended March 30, 2024.

"NV5 delivered strong first quarter results in revenue and profitability, exceeding our budget and analyst consensus for revenue and growing cash flows from operations 73% versus the first quarter of 2023. The company is seeing tremendous revenue growth in services for artificial intelligence (AI) data centers, and we believe we have become a leader in infrastructure design and commissioning for the AI data center market, with customers coming to us for their international and domestic data center facilities.

Our accelerated organic growth initiative has resulted in 8% organic growth1 for the quarter. We have completed four acquisitions in 2024 to date, enhancing our Florida operations, structural and forensics engineering, geospatial DOT asset management, and engineering solutions for Middle East mega projects. The M&A pipeline is strong, and we anticipate completing additional acquisitions throughout 2024 to densify our existing platform and enhance the tech-enabled solutions that have become a cornerstone of NV5’s service offerings. We have exceeded our consolidated 2024 budget to date and are raising guidance for gross revenues and EPS," said Dickerson Wright, Executive Chairman of NV5.
First Quarter 2024 Results
The Company's cash flows grew 73% over the same quarter last year as it generated $19.6 million of cash flows from operations. Gross revenues grew 16% to $213.3 million this quarter and gross profit increased 18% to $112.8 million. Organic growth was 8%1.
The Federal continuing resolution that impacted the fourth quarter of last year and much of the first quarter of this year is now behind us. As a result, we have raised 2024 guidance for revenue and earnings per share.
•Gross revenue guidance for the full year 2024 is now between $937 million and $942 million, an increase from $930 million to $935 million.
•2024 GAAP EPS guidance is now between $2.87 per share and $2.93 per share, an increase from $2.86 per share to $2.92 per share.
•2024 Adjusted EPS guidance has been raised to $5.05 per share to $5.11 per share, an increase from $5.00 per share to $5.06 per share.
Due to our M&A activity, our intangible asset amortization has increased by $3.1 million compared to the first quarter of last year, and our interest expense has increased by $2.6 million. Our operating margins were also affected during this reporting period by the continuing integration of the Axim and VIS acquisitions. These factors affected our first quarter net income, which was $0.4 million, compared to $5.9 million in the first quarter of last year, our GAAP EPS, which was $0.03 per share compared to $0.39 per share in the first quarter of last year, and our Adjusted EPS, which was $0.66 per share compared to $0.88 per share in the first quarter of last year.
Our Adjusted EBITDA increased 4% to $28.7 million, compared to $27.7 million in the first quarter of 2023. We look forward to improving margins throughout the remainder of the year, as reflected in our raised 2024 guidance.






1 Based on revenue most applicable to specific business line (gross revenue or gross revenue generated by internal labor) and excluding revenue from two smaller businesses not accepting new contracts.



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 first quarter 2024 financial results at 4:30 p.m. (Eastern Time) on May 8, 2024. The accompanying presentation for the call is available by visiting http://ir.nv5.com.

Date:    Wednesday, May 8, 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)
 March 30, 2024December 30, 2023
Assets
Current assets:
Cash and cash equivalents$44,766 $44,824 
Billed receivables, net149,206 152,593 
Unbilled receivables, net120,705 113,271 
Prepaid expenses and other current assets17,435 18,376 
Total current assets332,112 329,064 
Property and equipment, net54,103 50,268 
Right-of-use lease assets, net37,942 36,836 
Intangible assets, net246,074 226,702 
Goodwill536,908 524,573 
Deferred income tax assets, net2,339 — 
Other assets2,479 3,149 
Total Assets$1,211,957 $1,170,592 
Liabilities and Stockholders’ Equity  
Current liabilities:  
Accounts payable$52,781 $54,865 
Accrued liabilities53,999 47,423 
Billings in excess of costs and estimated earnings on uncompleted contracts40,212 41,679 
Other current liabilities2,167 2,263 
Current portion of contingent consideration3,436 3,922 
Current portion of notes payable and other obligations9,634 9,267 
Total current liabilities162,229 159,419 
Contingent consideration, less current portion1,610 143 
Other long-term liabilities27,564 26,930 
Notes payable and other obligations, less current portion237,274 205,468 
Deferred income tax liabilities, net— 2,837 
Total liabilities428,677 394,797 
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, 15,953,908 and 15,895,255 shares issued and outstanding as of March 30, 2024 and December 30, 2023, respectively160 159 
Additional paid-in capital515,833 508,256 
Accumulated other comprehensive loss(519)(18)
Retained earnings267,806 267,398 
Total stockholders’ equity783,280 775,795 
Total liabilities and stockholders’ equity$1,211,957 $1,170,592 



NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in thousands, except share data)
 Three Months Ended
March 30, 2024April 1, 2023
Gross revenues$213,295 $184,317 
Direct costs:
Salaries and wages56,454 48,384 
Sub-consultant services31,260 27,615 
Other direct costs12,753 12,320 
Total direct costs100,467 88,319 
Gross profit112,828 95,998 
Operating expenses:
Salaries and wages, payroll taxes, and benefits65,434 52,672 
General and administrative22,243 17,920 
Facilities and facilities related5,960 5,374 
Depreciation and amortization14,482 11,047 
Total operating expenses108,119 87,013 
Income from operations4,709 8,985 
Interest expense(4,191)(1,581)
Income before income tax expense518 7,404 
Income tax expense(110)(1,457)
Net income$408 $5,947 
Earnings per share:  
Basic$0.03 $0.40 
Diluted$0.03 $0.39 
Weighted average common shares outstanding:
Basic15,267,151 14,883,487 
Diluted15,634,026 15,383,437 
Comprehensive income (loss):
Net income$408 $5,947 
Foreign currency translation losses, net of tax(501)— 
Comprehensive income (loss)$(93)$5,947 



NV5 GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Three Months Ended
 March 30, 2024April 1, 2023
Cash flows from operating activities:
Net income$408 $5,947 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization16,043 12,302 
Non-cash lease expense3,293 3,286 
Provision for doubtful accounts491 240 
Stock-based compensation6,666 5,826 
Change in fair value of contingent consideration— (859)
Gain on disposals of property and equipment(3)(23)
Other(67)— 
Deferred income taxes(5,175)(5,603)
Amortization of debt issuance costs185 194 
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables7,283 9,560 
Unbilled receivables(5,727)(13,999)
Prepaid expenses and other assets1,496 4,857 
Accounts payable(3,584)(15,884)
Accrued liabilities and other long-term liabilities675 2,375 
Billings in excess of costs and estimated earnings on uncompleted contracts(1,516)3,906 
Contingent consideration(815)(800)
Other current liabilities(99)(43)
Net cash provided by operating activities19,554 11,282 
Cash flows from investing activities:  
Cash paid for acquisitions (net of cash received from acquisitions)(45,334)(117,587)
Proceeds from sale of assets22 — 
Purchase of property and equipment(3,673)(6,110)
Net cash used in investing activities(48,985)(123,697)
Cash flows from financing activities:  
Borrowings from Senior Credit Facility35,000 110,000 
Payments on notes payable and other obligations(4,380)(4,085)
Payments of contingent consideration(1,025)(700)
Net cash provided by financing activities29,595 105,215 
Effect of exchange rate changes on cash and cash equivalents(222)— 
Net decrease in cash and cash equivalents(58)(7,200)
Cash and cash equivalents – beginning of period44,824 38,541 
Cash and cash equivalents – end of period$44,766 $31,341 



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

RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA
  Three Months Ended
March 30, 2024April 1, 2023
Net Income$408 $5,947 
Add:Interest expense4,191 1,581 
 Income tax expense110 1,457 
Depreciation and amortization16,043 12,302 
Stock-based compensation6,666 5,826 
Acquisition-related costs*1,312 632 
Adjusted EBITDA$28,730 $27,745 

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


RECONCILIATION OF GAAP EPS TO ADJUSTED EPS
  Three Months Ended
March 30, 2024April 1, 2023
Net Income - per diluted share$0.03 $0.39 
Per diluted share adjustments:  
Add:Amortization expense of intangible assets and acquisition-related costs0.84 0.65 
 Income tax expense(0.21)(0.16)
Adjusted EPS$0.66 $0.88 



v3.24.1.u1
Document and Entity Information Document
May 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 08, 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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