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2015 ANNUAL REPORT
Construction Quality Assurance | Infrastructure | Energy | Program Management | Environmental
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ABOUT NV5
NV5 Global, Inc. (NASDAQ: NVEE) is a provider of professional and technical engineering
and consulting solutions for public and private sector clients in the infrastructure, energy,
construction, real estate and environmental markets. NV5 primarily focuses on five business
verticals: construction quality assurance, infrastructure, energy, program management, and
environmental. The Company operates 53 offices and is headquartered in Hollywood, Florida.
Additional information about NV5 and the services we provide can be found on the Company’s
website at www.NV5.com.
FORWARD-LOOKING STATEMENTS
This report 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
report. 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.
You may obtain copies of NV5’s annual report and Form 10-K without charge by contacting
our Investor Relations Department via email at ir@nv5.com or via phone at 408.392.7233.
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April 22, 2016
Dear Stockholder,
I am pleased to inform you that NV5 experienced a transformative year characterized chiefly by margin growth from cross-selling and
synergy among our five service verticals and strategic growth from four key acquisitions we completed in 2015. We also met our
aggressive goals for organic growth, finishing the year at 9 percent—well above our industry standard—and exceeded our goals for
profitability, with gross profit increasing 45 percent over 2014. Finally, we expanded our shareholder base accretively, adding
approximately 1.6 million shares to the float in May of 2015 while increasing earnings per share by 36 percent over 2014.
Gross revenues grew to $154.7 million in 2015, an increase of 43% over $108.4 million in 2014. We also grew our backlog to $155.3
million in the fourth quarter of 2015, compared to the backlog of $82.1 million we reported at December 31, 2015. Finally, net income
for the full year 2015 was up 74% to $8.5 million from $4.9 million in 2014, and net income increased 90% in the fourth quarter alone to
$2.7 million from $1.4 million for the fourth quarter of 2014. We are very optimistic about the year ahead in 2016, and we have announced
guidance of full year total revenues(1) ranging from $220 to $230 million in 2016 and adjusted earnings per share(2) ranging from $1.67
to $1.81. This guidance is without including any additional acquisitions in 2016. We are on track to reach our goal of $300 million in
revenue by the end of 2016.
NV5 has realized thirteen consecutive quarters of uninterrupted growth since our IPO by committing to a formula that our management
team has honed over a period of more than 25 years working together. Our operational budget is our contract with you, our stockholders,
and our balance sheet is clean, transparent, and easy to understand. We run a vertical organization headed by entrepreneurial leaders that
are experts in their field of practice and are the face of NV5 to the client. We maintain a scalable back-office organization that serves to
support operations and fully integrate each acquisition we make into NV5, and our management team has completed 50 successful
acquisitions over our years together. We are approaching a head count of approximately 1,300 employees in 2016, including
approximately 300 technically licensed engineering staff. Lastly, we fervently pursue cross-selling work among our five verticals, cutting
down sub-consultant fees to a minimal level, and widening the scope of services we are able to offer our clients.
As you know, the American Society of Civil Engineers estimates that more than $3.5 trillion in public investments will be required before
2020 to improve the ailing condition of our nation’s infrastructure. Our Company has started to identify some tailwinds associated with
the shift in federal spending that occurred in 2015 from CapEx and maintenance spending to funding for large new projects. We believe
NV5 is well-situated to benefit from the $305 billion FAST Act signed into law by President Obama in December because our
infrastructure engineers at The RBA Group have already been working on the economic revitalization and complete streets projects
federal funds tends to favor in the Northeast for the last decade. With the recent additions of Allwyn and Sebesta to the NV5 family, we
also have a large federal client base now, where we are providing cutting-edge environmental, energy, and commissioning services to the
U.S. Department of Energy, the U.S. Department of Defense, and the U.S. Department or State, among other agencies. More than 90
percent of our business is repeat business, and the mix of our services remains approximately 70 percent public clients and 30 percent
private clients. We have received extensions for many of our large existing public contracts for projects with CALTRANS, the Florida
Department of Transportation, the New York State Department of Transportation, the New York Port Authority, and the New Jersey
Turnpike Authority, and we have also won work on historic public infrastructure projects such as a construction management services
contract for California’s High Speed Rail system. We also provided services for many legacy private clients this year, including Verizon,
Bechtel, 3M, Cargill, Xcel Energy, Sempra, Hines Property Management, and Tejon Ranch.
We are eager to speak with you again in 2016 and share new and ambitious goals for the future. I want to thank our employees, clients
and stockholders on behalf of NV5 for their continued support of NV5 and for participating in our exciting vision for the future.
Sincerely,
Dickerson Wright, P.E.
Chairman and CEO
(1) Total Revenues represent Gross Revenues – GAAP plus intercompany revenues in lieu of sub-consultants.
(2) Adjusted earnings per share represents Net Income – per diluted share plus amortization expense of intangible assets and
income tax expense.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-35849
NV5 Global, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
45-3458017
(I.R.S. Employer Identification No.)
200 South Park Road, Suite 350
Hollywood, Florida
(Address of principal executive offices)
33021
(Zip Code)
(954) 495-2112
Registrant’s telephone number, including area code
Securities Registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value
Name of each exchange on which registered
The NASDAQ Capital Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐
Smaller reporting company ☐
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates based on the closing sales price of the registrant’s
common stock, as reported on The NASDAQ Capital Market on June 30, 2015 (the last business day of the registrant’s most recently completed second
fiscal quarter), was approximately $127.2 million. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are
deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact,
affiliates of the registrant.
As of March 7, 2016, there were 8,135,740 shares outstanding of the registrant’s common stock, $0.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the registrant’s 2016 Annual Meeting of Stockholders are incorporated herein by reference in Part III
of this Form 10-K to the extent stated herein.
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NV5 GLOBAL, INC.
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Page
ITEM 1 BUSINESS ..................................................................................................................................................
3
ITEM 1A RISK FACTORS ......................................................................................................................................... 13
ITEM 1B UNRESOLVED STAFF COMMENTS ...................................................................................................... 27
PROPERTIES .............................................................................................................................................. 27
ITEM 2
ITEM 3
LEGAL PROCEEDINGS ............................................................................................................................ 27
ITEM 4 MINE SAFETY DISCLOSURES ............................................................................................................... 27
PART II
ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES......................................................................... 28
SELECTED FINANCIAL DATA ............................................................................................................... 30
ITEM 6
ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS .................................................................................................................... 31
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ............................ 47
ITEM 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ............................................................ 48
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE ...................................................................................................................... 78
ITEM 9A CONTROLS AND PROCEDURES ............................................................................................................ 78
ITEM 9B OTHER INFORMATION ........................................................................................................................... 78
PART III
ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ..................................... 79
ITEM 11 EXECUTIVE COMPENSATION ............................................................................................................... 79
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS ................................................................................................. 79
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE ....................................................................................................................................... 79
ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES .............................................................................. 79
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES ........................................................................... 80
PART IV
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Cautionary Statement about Forward Looking Statements
Our disclosure and analysis in this Annual Report on Form 10-K and in our 2015 Annual Report to Stockholders,
including all documents incorporated by reference, contain “forward-looking” statements within the meaning of Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. From time to time, we also provide
forward-looking statements in other materials we release to the public, as well as oral forward-looking statements. Forward-
looking statements include, but are not limited to, statements regarding our “expectations,” “hopes,” “beliefs,” “intentions,”
or “strategies” regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. We have tried,
wherever possible, to identify such statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “estimate,”
“predict,” “project,” “may,” “might,” “should,” “would,” “will,” “likely,” “will likely result,” “continue,” “could,” “future,”
“plan,” “possible,” “potential,” “target,” “forecast,” “goal,” “observe,” “seek,” “strategy” and other words and terms of
similar meaning, but the absence of these words does not mean that a statement is not forward looking. The forward-looking
statements in this Annual Report on Form 10-K reflect the Company’s current views with respect to future events and
financial performance.
Forward-looking statements are not historical factors and should not be read as a guarantee or assurance of future
performance or results, and will not necessarily be accurate indications of the times at, or by, or if such performance or results
will be achieved. Forward-looking statements are based on information available at the time those statements are made or
management’s good faith beliefs, expectations and assumptions as of that time with respect to future events. Because forward-
looking statements relate to the future, they are subject to risks and uncertainties that could cause actual performance or
results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that
could cause such differences include:
● 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 fixed-price contracts;
●
the credit and collection risks associated with our clients;
● our ability to comply with procurement laws and regulations;
1
● 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.”
There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-
looking statements involve a number of risks, uncertainties, or assumptions, many of which are beyond our control, that may
cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained
in this Annual Report on Form 10-K will in fact transpire or prove to be accurate. Readers are cautioned to consider the
specific risk factors described herein and in “Item 1A. Risk Factors” of this Annual Report on Form 10-K, and not to place
undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof.
The Company undertakes no obligation to update or publicly revise any forward-looking statement, whether as a result
of new information, future developments or otherwise, except as may be required under applicable securities laws. All
subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by this paragraph. You are advised, however, to consider any further disclosures we make
on related subjects in our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and our other filings with the
Securities and Exchange Commission (the “SEC”). Also note that we provide a cautionary discussion of risks and
uncertainties relevant to our business under “Item 1A. Risk Factors” of this Form 10-K. We note these factors for investors
as permitted by the Private Securities Litigation Reform Act of 1995. You should understand it is not possible to predict or
identify all such factors.
References in this Annual Report on Form 10-K to (i) “NV5 Global”, the “Company,” “we,” “us,” and “our” refer to
NV5 Global, Inc., a Delaware corporation, its consolidated subsidiaries, and the business of Nolte Associates, Inc. (“Nolte”)
as our historical accounting predecessor, (ii) “NV5 Holdings” refers to NV5 Holdings, Inc. (formerly known as NV5, Inc.),
a Delaware corporation and a wholly owned subsidiary of ours, (iii) “NV5” refers to NV5, Inc. (formerly known as Nolte
Associates, Inc.), a California corporation and a wholly owned subsidiary of ours, and (iv) “NV5, LLC” refers to NV5, LLC,
(formerly known as AK Environmental, LLC) a North Carolina limited liability company, and a wholly owned subsidiary of
ours.
2
ITEM 1.
BUSINESS
Overview
PART I
We are 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. The scope of our projects includes
planning, design, consulting, permitting, inspection and field supervision, and management oversight. We also provide
forensic engineering, litigation support, condition assessment, materials testing, and compliance certification.
As the needs of our clients have evolved, we have grouped our engineering service capabilities across the following
five verticals:
●
infrastructure, engineering, and support services;
● construction quality assurance;
● program management;
●
energy services; and
●
environmental services.
We are headquartered in Hollywood, Florida, and operate our business from 53 offices nationwide. All of our offices
utilize our shared services platform, which consists of human resources, marketing, finance, information technology, legal,
corporate development, and other resources from our corporate headquarters. Our shared services platform is scalable and
optimizes the performance and efficiency of our business as we grow. By maintaining a centralized, shared services platform,
we believe we can better manage our business, apply universal financial and operational controls and procedures, increase
efficiencies, and drive lower-cost solutions.
Our public sector clients include U.S. federal, state, municipal, and local government agencies, and military and
defense clients. We also serve quasi-public and private sector clients from the education, healthcare, energy, and public
utilities sectors, including schools, universities, hospitals, health care providers, insurance providers, large utility service
providers, and large to small energy producers.
During our 60 years in the engineering and consulting business, we have worked with such clients and on such well-
known projects as (in alphabetical order):
● Atlantic City Tunnel Connection, NJ
● Madison Rail Station, NJ
● Balboa Naval Hospital, CA
● Manhattan Waterfront Greenway Improvement, NY
● Borgata Hotel and Casino, NJ
● Miami International Airport, FL
● Boston Logan Airport, MA
● Miramar Marine Corps Air Station, CA
● Bronx Zoo Astor Court Reconstruction, NY
●
Mojave Water Agency, CA
● Caldecott Tunnel, CA
● Morris County College, NJ
● California Public Employees’ Retirement System, CA
● Nassau Community College, NY
● Colorado Department of Transportation, CO
● Palmyra Brownfield Development, NJ
● Cleveland Clinic, OH
● Peterson Air Force Base, CO
3
● Fort Lauderdale Hollywood International Airport, FL
● Rose Bowl Stadium, CA
● Grand Cascades Lodge, NJ
● Stanford University, CA
● JFK International Airport, NY
● Sea Cliff, Shoreline Restoration, NY
● Lake Shenandoah Wetlands Mitigation, NJ
● University of Kansas Medical Center, KS
● Los Angeles Community College, CA
● University of San Diego, CA
● Port of Miami, Tunnel and Capital Improvement to Pier
Wharfs, FL
● Poseidon Desalinization Plan, CA
Our current representative clients and project portfolio include (in alphabetical order):
● Broward County, FL
● Miami-Dade County, FL
● California Department of Transportation, or Caltrans,
● Michigan State University
CA
● California High Speed Rail
● Minnesota Power
● City of Austin, TX
● New Jersey Department of Transportation
● City of Bakersfield, CA
● New Jersey Turnpike Authority, NJ
● City of Carlsbad, CA
● New York City Economic Development Corporation
● City of Colorado Springs, CO
● Rutgers University, NJ
● City of Fresno, CA
● City of Miami, FL
● San Diego County, CA
● San Diego Gas & Electric, CA
● City of Oceanside, CA
● San Diego International Airport, CA
● City of Philadelphia, PA
● Santa Clara County Government, CA
● City of Sacramento, CA
● South Florida Water Management District
● Cleveland Museum of Art, OH
● Southern California Gas Company
● City of Bakersfield, CA
● Spectra Energy
● Florida Power and Light, FL
● University of California San Diego, CA
● Imperial County, CA
● University of Illinois
● Massachusetts Division of Capital Asset Management
● University of Iowa
● Metropolitan Water District of Southern California, CA ● University of Massachusetts
● University of Miami, FL
4
● New York City Housing Authority
● University of Minnesota
● New York Department of Environmental Protection
● University of North Carolina
● New York Department of Transportation
● University of Texas
● New York Power Authority
● University of Utah, UT
● Port Authority of New York and New Jersey
● U.S. Department of State
● Princeton University, NJ
● U.S. Department of Veteran Affairs
● U.S. Environmental Protection Agency
● Utah Department of Transportation, UT
Our History
On December 8, 2015, NV5 Holdings, Inc., the holding company, changed its name to NV5 Global, Inc. Also on
December 8, 2015, NV5 Global, Inc., a wholly-owned subsidiary of the holding company, changed its name to NV5 Holdings,
Inc.
NV5 Holdings, Inc. (formerly known as NV5 Global, Inc. and Vertical V, Inc.) (“NV5 Holdings”) was incorporated
as a Delaware corporation in 2009. NV5, Inc. (formerly known as Nolte Associates, Inc.) (“NV5”), which began operations
in 1949, was incorporated as a California corporation in 1957, and was acquired by NV5 Holdings in 2010. In March 2010,
NV5 Holdings acquired the construction quality assurance operations of Bureau Veritas North America, Inc. In October
2011, NV5 Holdings and NV5 completed a reorganization transaction in which NV5 Global, Inc. (formerly known as NV5
Holdings, Inc.) was incorporated as a Delaware corporation, acquired all of the outstanding shares of NV5 Holdings and
NV5, and, as a result, became the holding company under which NV5, NV5 Holdings and the Company's other subsidiaries
conduct business. In March 2013, NV5 Global completed its initial public offering. In 2014, NV5 Global acquired all the
outstanding units in NV5, LLC, a North Carolina limited liability company (formerly known as AK Environmental, LLC)
(“NV5, LLC”) which was originally incorporated as a New Jersey limited liability company in 2002 and reincorporated in
North Carolina in 2013. In January 2015, NV5 Global acquired all the outstanding shares in Joslin Lesser Associates, Inc.
(“JLA”) which was originally incorporated in Massachusetts in 1983. In April 2015, NV5 Global acquired all the outstanding
shares of Richard J. Mendoza, Inc. (“Mendoza”) which was originally incorporated in California in 2001. In July 2015, NV5
Global acquired all the outstanding shares of The RBA Group, Inc., Engineers, Architects and Planners (“RBA”) which was
originally incorporated in New Jersey in 1968. In February 2016, NV5 Global acquired all the outstanding shares of Sebesta,
Inc. (“Sebesta”) which was originally incorporated in Minnesota in 1994.
Competitive Strengths
We believe we have the following competitive strengths:
Organizational structure that enhances client service. We operate our business using a flat vertical organization
grouped by service offerings rather than the geography-based structure utilized by many of our competitors. This structure
ensures that clients engaging our services in any given sector, regardless of the location of the project, have access to the
services of our most highly qualified professionals. Our most skilled engineers and professionals in each service sector work
directly with the clients engaging those services, which facilitates relationship-based interactions between our key employees
and clients and assists in developing long-term client relationships. In addition, this structure encourages an entrepreneurial
spirit among our professionals.
Expertise in local markets. To complement our vertical service model, we maintain 54 locations in the United States
(“U.S.”). Each of our offices is staffed with licensed or certified professionals who understand the local and regional markets
in which they serve. Our local professionals are allowed to concentrate entirely on their local market client engagements
while being supported by our shared services platform, under which we perform various back office support functions on a
centralized basis.
5
Strong, long-term client relationships. Our combination of local market experience and professionals with expertise
in multiple vertical service sectors has enabled us to develop strong relationships with our core clients. Some of our
professionals have worked with our key clients for decades, which include government transportation agencies, public
utilities and local/state municipalities. By serving as a long-term partner with our clients, we are able to gain a deeper
understanding of their overall business needs as well as the unique technical requirements of their projects.
Experienced, talented, and motivated employees. We employ licensed and experienced professionals with a broad
array of specialties and a strong customer service orientation. Our people have an average of more than 20 years of operating
and management experience in or supporting the engineering and consulting industry and in analyzing potential acquisition
transactions. We place a high priority on attracting, motivating and retaining top professionals to serve our clients, and our
compensation system emphasizes the use of performance-based incentives, including opportunities for stock ownership, to
achieve this objective.
Industry-recognized quality of service. We believe that we have developed a strong reputation for quality service based
upon our industry-recognized depth of experience, ability to attract and retain quality professionals, and expertise across
multiple service sectors. During the past several years, we received many industry certificates, awards, and national rankings,
including:
● 2015 Environmental Business Journal Achievement
● 2015 Engineering News-Record Top 500 Firms (#124)
award in Mergers & Acquisitions
● 2014 Environmental Business Journal Achievement
● 2013/2012 Advisory Board at Harvard Graduate School
Award in Mergers & Acquisitions
of Design for Sustainable Infrastructure
● 2013 Environmental Business Journal Achievement
● 2013/2012 Northwestern Kellogg Graduate School –
Award in Mergers & Acquisitions
Visiting Faculty
Growth Strategies
We intend to pursue the following growth strategies as we seek to expand our market share and position ourselves as
a preferred, single-source provider of professional, engineering and technical consulting services to our clients:
Seek strategic acquisitions to enhance or expand our services offerings. We seek acquisitions that allow us to expand
or enhance our capabilities in our existing service offerings. In analyzing new acquisitions, we pursue opportunities that
provide critical mass in order to function as a profitable operation, to be complementary to our existing operations, and with
strong potential for organic growth. We believe that expanding our business through strategic acquisitions will give us
economies of scale in the areas of finance, human resources, marketing, administration, information technology, and legal,
while also providing cross-selling opportunities among our service offerings. For information on our recent acquisitions,
please refer to the “Recent Acquisitions” section included under “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations” of this Annual Report on Form 10-K and such information is incorporated into this
Item 1 by reference.
Continue to focus on public sector clients while building private sector client capabilities. We have historically derived
the majority of our revenue from public and quasi-public sector clients. For the year ended December 31, 2015, 2014 and
2013, approximately 60%, 55% and 67%, respectively, of our gross revenues was attributable to public and quasi-public
sector clients. During unsteady economic periods, we have focused on public sector business opportunities resulting from
public agency outsourcing. We are also positioned to address the challenges presented by the nation’s aging infrastructure
system, and the need to provide solutions for transportation, energy, water, and waste water requirements. However, we also
seek to obtain additional clients in the private sector, which typically experiences greater growth during times of economic
expansion, by networking, participating in certain organizations, and monitoring private project databases. We will continue
to pursue private sector clients when such opportunities present themselves. We believe our ability to service the needs of
both public and private sector clients gives us the flexibility to seek and obtain engagements regardless of the current
economic conditions.
Strengthen and support our human capital. Our experienced employees and management team are our most valuable
resources. Attracting, training, and retaining key personnel have been and will remain critical to our success. To achieve our
human capital goals, we intend to remain focused on providing our personnel with entrepreneurial opportunities to increase
client contact within their areas of expertise and to expand our business within our service offerings. We will also continue
to provide our personnel with training, personal and professional growth opportunities, performance-based incentives,
including opportunities for stock ownership, and other competitive benefits.
6
Reportable Segments
The Company's operations are organized into three reportable segments: (i) infrastructure, engineering and support
services (INF); (ii) construction quality assurance (CQA) and (iii) program management services (PM). A description of our
reportable segments is below:
Infrastructure, engineering and support services (INF): The Infrastructure reportable segment provides to clients a
broad array of services in the area of engineering, design and support services including energy services.
Construction quality assurance (CQA): The CQA reportable segment provides construction inspection; geotechnical
and engineering services; construction claims and litigation services; and environmental quality testing services.
Program management services (PM): The PM reportable segment provides program management for transportation
and vertical construction projects including construction management.
For additional information regarding our reportable segments, see Note 16 - "Reportable Segments" of the "Notes to
Consolidated Financial Statements" included in Item 8.
Description of Services
Infrastructure, Engineering, and Support Services
We provide our clients with a broad array of services in the area of infrastructure, engineering, and support services.
We possess the professional and technical expertise necessary to design and manage clients’ infrastructure projects from start
to finish. This integrated approach provides our clients with consistency and accountability across the life of their projects
and allows us to create value by maximizing efficiencies of scale.
The specific infrastructure, engineering, and support services we offer fall into three phases of project development:
Site selection. The site selection phase includes access assessment, parcel identification, easement descriptions, land
use permitting, pipeline routing analysis, site constraints analysis, surveying and mapping, and regulatory compliance.
Design. The design phase includes architecture, engineering, planning, urban design, landscape architecture,
mechanical electrical plumbing (“MEP”) design, road design, grading design, alignment design, laydown design, station pad
design, storm drain design, storm water management, water supply engineering, site planning and profile drawings, and
construction cost estimating.
Construction and program management. The construction and program management phase includes plan review, bid
and award assessment, monitoring services for active construction sites, scheduling assistance, drawing review, permit,
approval and review processing, contractor, designer and agency coordination, cost control management, progress payment
management, change order administration, compliance inspections, and evaluation of cost reduction methods.
Our specialty areas within our infrastructure, engineering, and support service offering include:
Water resources. We assist our clients with a variety of projects related to water supply and distribution (such as
designing water treatment plants and pilot testing), water treatment (including designing and implementing water reclamation,
recycling, and reuse projects), and wastewater engineering (including wastewater facility master planning and treatment,
designing and implementing collection, treatment and disposal systems, and water quality investigations).
Transportation. We provide our clients with services related to street and roadway construction (including alignment
studies, roadway inspections, and traffic control planning), the construction of highways, bridges and tunnels, and the
development of rail and light rail systems.
Structural engineering. From elaborate office and industrial facilities to major highway and railroad crossings to
complex rail and light rail structures to a variety of water related facilities, our structural team provides design, inspection,
rehabilitation, and seismic upgrade services that include structural analysis and design, plans, specifications and estimates,
structural construction management, conceptual design studies, cost studies, seismic analysis, design and retrofit, structural
evaluations, earthquake damage assessments, structural repair design, and regulatory agency permitting services.
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Land development. We assist our clients with many of the front-end challenges associated with private and public land
development, including planning, public outreach, sustainability, flood control, drainage, and landscaping.
Surveying. We are equipped to provide our clients with a full suite of traditional surveying techniques as well as cutting
edge technology services, including high-definition surveying services using three-dimensional Light Detection and Ranging
(LIDAR) point clouds. Our services can be used to determine current site condition, provide real-time infrastructure
measuring and mapping, preserve historic sites, aide in forensic and accident investigations, determine volume calculations,
and conduct surveys for project progress.
Commissioning. We provide our clients with a collaborative resource, ensuring that building owners and operators
benefit from improved systems performance. Our proprietary Lifecycle Commissioning ® is a systematic, engineering-based
process that optimizes building efficiency from initial project concept to decommissioning. In additional, we provide Retro-
Commissioning on existing facilities not originally commissioned which can result in energy consumption savings from 5%
to 20%.
Energy Performance. We assist building owners and operations in reducing both energy and operational costs. We
help our clients to identify and implement energy performance strategies that improve operating efficiency and reduce
greenhouse gas emissions, which entails load shaping and efficiency, fuel switching, aggregation, cogeneration and other
renewable energy alternatives. Our energy performance services include energy master planning, energy assessments,
integrated management of energy supply and demand, renewable energy, smart grid systems, cogeneration, load response
strategies/systems, energy modeling and energy star.
Power Delivery. Our power delivery services include substation physical and structural design, substation protection
and control design, transmission line and civil engineering, and communications and automatic design. These services
develop comprehensive plans that lead to lower operational costs and improved efficiency.
Other services. Through our Geographic Information System services, we can provide clients with other ancillary
services that include infrastructure management, property management, asset inventory, landscape maintenance, web-based
mapping services, land use analysis, terrain analysis and visualization, suitability and constraints analysis, hydrology analysis,
biological, agricultural and cultural inventories, population and demographic analysis, shortest path analysis, street grid
density, transportation accessibility analysis, watershed analysis, floodplain mapping, groundwater availability modeling,
flood insurance study preparation, risk and HAZUS mitigation assessment and analysis, mapping, data tracking, and data
hosting.
Construction Quality Assurance
We provide construction quality assurance services with respect to such diverse projects as professional sports
stadiums, military facilities, cultural and performing arts centers, airports, hotels, hospitals and health care facilities, fire
stations, major public and private universities, and K-12 school districts. We offer these services on an “a la carte” or
integrated start-to-finish basis that is intended to guide a client through each phase of a construction project. Our construction
quality assurance services generally include site inspections, audits, and evaluations of materials and workmanship necessary
to determine and document the quality of the constructed facility. Before a project commences, we offer our clients a variety
of assessment services, including environmental, geotechnical, and structural suitability. We perform these pre-construction
evaluations in order to help detect any potential problems with the proposed site that could prevent or complicate the
successful completion of the project. In addition, we evaluate the onsite building conditions and recommend the best methods
and materials for site preparation, excavation, and building foundations.
During development, we assist our clients in designing a comprehensive construction plan, including a summary of
planned construction activities, sequence, critical path elements, interrelationships, durations, and terminations. Construction
planning services may also include developing procedures for project management, the change order process, and technical
records handling methodology to be employed. We offer inspection services for each phase of a project, including excavation,
foundations, structural framing, mechanical heating and air conditioning systems, electrical systems, underground utilities,
and building water proofing systems. Where applicable, we employ additional methods to test materials and building quality.
We maintain contact with our clients’ managers and, as issues are detected or anticipated, assist them in determining
appropriate, cost-effective solutions. We periodically provide construction progress inspections and assessment reports.
When a project is complete, we prepare an evaluation report of the project and certify the inspections for the client. After
construction, we offer periodic building inspection services to ensure that the building is maintained in accordance with
applicable building codes and other local ordinances to maximize the life of the project. We also offer indoor environmental
quality testing during this period.
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Our specialty areas within our construction quality assurance service offering include:
Construction materials testing and engineering services. We provide materials testing services related to concrete,
steel, and other structural materials used in construction. We are equipped to provide these services in fabrication plants, in
our laboratories, and at the project or construction site itself. Our field personnel work directly under the supervision of
licensed engineers and maintain individual licenses and certifications in their respective areas of expertise. All of our in-
house laboratories are inspected routinely by the Cement and Concrete Reference Laboratory (“CCRL”) of the National
Institute of Standards and Measures. In addition, our laboratories participate in proficiency programs conducted by the CCRL
and the American Association of State Highway & Transportation Officials.
Geotechnical engineering and consulting services. We provide a wide variety of geotechnical engineering and
consulting services. These services assist our clients to determine whether sites are suitable for proposed projects and to
design foundation plans that are compatible with project site and use conditions. We have experienced geotechnical engineers,
geologists, and earth scientists focused on providing services primarily in the southeast, northeast, and western regions of the
U.S.
Forensic consulting. In the event of damage to a structure by natural or man-made causes, our professional staff is
qualified to provide forensic consulting and analysis as well as expert witness services. We provide a wide variety of forensic
consulting services, including studies related to water intrusion, building code compliance, and claims involving insurance.
Program Management
We provide program management services, which primarily consist of providing a wide variety of governmental
outsourcing services and consulting services that assist organizations in complying with technical government regulations
and industry standards. We offer a broad array of technical outsourcing services, including traffic studies, building code plan
review, code enforcement, permitting and inspections, and the administration of public works projects, building departments,
and safety departments. Our program management service is a not at-risk service, is performed under a unit price fee
arrangement and not outcome-based.
Program management also includes project administration, including bid and award assessment, monitoring services
for active projects, scheduling assistance, drawing review, permit, approval and review processing, contractor, designer and
agency coordination, cost control management, progress payment management, change order administration, compliance
inspections, constructability review, as needed, and evaluation of cost reduction methods.
The trend towards increased privatization of U.S. federal, state, and local governmental services presents an
opportunity for us in this service offering. Faced with increased budgetary constraints and economic challenges, many
governmental agencies are now seeking to outsource various services, including the running of their building departments.
For building departments specifically, we typically provide a turnkey solution in exchange for a percentage of the building
permit fees collected or a minimum monthly retainer. The governmental agency retains any overage without any overhead
costs associated with the fee charged. Outsourcing provides a positive source of revenue for us, while simultaneously
increasing the efficiency and quality of service to the public. The governmental agency also gains flexibility to control service
levels without the challenges of government bureaucracy. Although we plan to grow our program management services
organically through the numerous contacts and client relationships we have with U.S. federal, state and local governments,
tribal nations, and educational institutions, we are also actively pursuing acquisition opportunities that provide services in
this sector.
Energy Services
Our energy services include the management of existing infrastructure assets as well as capital expenditure projects.
Within energy services we provide inspection, program management and assistance in permitting in accordance with
requirements of the Federal Energy Regulatory Commission. We also provide traditional engineering services for energy
providers, including energy transmission and distribution; underground transmission and distribution; substation engineering;
power generation facility design services and surveying. We assist major utilities and energy providers in assessing potential
sites for a wide variety of new energy infrastructure projects, and operations and maintenance for existing energy
infrastructure assets. Our services are provided to energy generation and transmission clients for various types of energy
source producers (i.e., natural gas, oil, coal and renewables).
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Environmental Services
Our environmental services include occupational health, safety and environmental consulting and testing, which
consists of investigating and analyzing environmental conditions both outside and inside a building, recommending corrective
measures and procedures needed to comply with work place occupational health and safety programs. Our occupational
health and safety services include workplace safety audits, ergonomics studies, plans for emergency preparedness, and
workplace monitoring in regulated industries. We assist our clients with compliance of regulatory requirements and industrial
air and water quality standards. Our environmental services also include hydrogeological modeling and environmental
programs that assist our public agencies and private industry clients with compliance of state, federal, and local requirements
for groundwater resource assessments; water resource planning, monitoring and environmental management of wastewater
facilities; solid waste landfill investigations; permitting and compliance; storm water pollution; environmental impact
statement support; agricultural waste management and permitting; and wetland evaluations.
Strategic Acquisitions
We maintain a full-time merger and acquisitions (“M&A”) initiative with executive personnel specifically dedicated
to identifying acquisition targets, exploring acquisition opportunities, negotiating terms, and overseeing the acquisition and
post-acquisition integration. Since 1993 to the present, including prior-company employment, our M&A team has completed
over 50 transactions in the engineering and consulting industry. Over the course of these transactions, our M&A team has
established extensive relationships throughout the industry and continues to maintain an established pipeline of potential
acquisition opportunities.
We seek acquisitions that allow us to expand or enhance our capabilities in our existing service offerings. In analyzing
new acquisitions, we pursue opportunities that provide critical mass to function as a profitable stand-alone operation, are
geographically situated to be complementary to our existing operations, and are profitable with strong potential for organic
growth. Acquisition targets must include an experienced management team that is compatible with our culture and thoroughly
committed to our strategic direction. We believe we add value to the operations of our acquisitions by providing superior
corporate marketing and sales support, cash management, financial controls, information technology, risk management and
human resources support through a performance optimization process. Our performance optimization process, which was
developed by our executives through their extensive experience in acquiring and integrating these types of companies, entails
a review of both back office and operational functions to, among other things, identify how to improve (i) inefficiencies
related to the delivery of our services to customers, (ii) the performance of a new acquisition through the integration of
personnel into our organization, (iii) the risk management of a new acquisition, (iv) the integration of technology and shared
services platforms, and (v) cross-selling opportunities to create synergies with in our service offerings.
For more information on our recent acquisitions, please refer to the “Recent Acquisitions” section included under
“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report
on Form 10-K.
Key Clients and Projects
We currently serve over approximately 1,800 different clients. Our ten largest clients accounted for approximately
36% of our gross revenues during the year ended December 31, 2015. Furthermore, we did not have any clients representing
more than 10% of our gross revenues during 2015. During the years ended December 31, 2014 and 2013, two clients each
accounted for more than 10% of our gross revenues. Although we serve a highly diverse client base, for the year ended
December 31, 2015, 2014 and 2013 approximately 60%, 55% and 67%, respectively, of our gross revenues was attributable
to public and quasi-public sector clients. In this regard, public sector clients include U.S. federal, state, and local government
departments, agencies, systems, and authorities, including the U.S. Department of Defense, transportation agencies,
educational systems, and public housing authorities, while quasi-public sector clients include utility service providers, energy
producers, and healthcare providers. Of our private sector clients, our largest clients are contractors, construction engineering
firms, and institutional property owners.
Although we anticipate public and quasi-public sector clients will represent the majority of our revenues for the
foreseeable future, we intend to continue expanding our service offerings to private sector clients. Historically, public and
quasi-public sector clients have demonstrated greater resilience during periods of economic downturns, while private sector
clients have offered higher gross profit margin opportunities during periods of economic expansion.
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Marketing and Sales
We strive to position ourselves as a preferred, single-source provider of professional and technical consulting and
certification services to our clients. We obtain client engagements primarily through business development efforts, cross-
selling of our services to existing clients, and maintaining client relationships, as well as referrals from existing and former
clients.
Our business development efforts emphasize lead generation, industry group networking, and corporate visibility.
Most of our business development efforts are led by members of our engineering and other professional teams, who are also
responsible for managing projects. Our business development efforts are further supported by our shared services marketing
group, which consists of a seasoned marketing team and marketing support personnel located at our corporate headquarters
as well as our operating units.
As our service offerings become more expansive, we anticipate increasing our cross-selling opportunities. Currently,
we are often able to offer our construction quality assurance services in conjunction with our infrastructure, engineering, and
support services to the same clients.
In our experience, there has been a recent trend in the engineering and consulting industry in which client relationships
have shifted away from project-specific engagements and toward long-term, multi-project relationships. This shift requires
that service providers commit considerable resources toward maintaining client relationships, including dedicating both
technical and marketing resources tailored to the specific client’s needs. We are committed to maintaining our client
relationships by, among other things, remaining responsive to our clients’ needs and continuing to offer a broad range of
quality service offerings and value added solutions.
Employees
As of December 31, 2015, we had 975 employees, including 786 full-time employees, which includes 205 licensed
engineers and other professionals. We have been able to locate and engage highly qualified employees as needed and do not
expect our growth efforts to be constrained by a lack of qualified personnel. We consider our employee relations to be good.
Backlog
As of December 31, 2015, we had approximately $155.3 million of gross revenue backlog expected to be recognized
over the next 12 months, compared to gross revenue backlog of approximately $82.1 million as of December 31, 2014. We
include in backlog only those contracts for which funding has been provided and work authorizations have been received.
We cannot guarantee that the revenue projected in our backlog will be realized in its entirety or, if realized, will result in
profits. In addition, project cancellations or scope adjustments may occur, from time to time, with respect to contracts
reflected in our backlog. For example, certain of our contracts with the U.S. federal government and other clients are
terminable at the discretion of the client, with or without cause. These types of backlog reductions could adversely affect our
revenue and margins. Accordingly, our backlog as of any particular date is an uncertain indicator of our future earnings.
Most of our government contracts are multi-year contracts for which funding are appropriated on an annual basis.
With respect to such government contracts, our backlog includes only those amounts that have been funded and authorized
and does not reflect the full amounts we may receive over the term of such contracts. In the case of non-government contracts,
our backlog includes future revenue at contract 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 backlog to the
extent of the remaining estimated amount. We calculate backlog without regard to possible project reductions or expansions
or potential cancellations until such changes or cancellations occur.
Backlog is expressed in terms of gross revenue and, therefore, may include significant estimated amounts of third-
party or pass-through costs to subcontractors and other parties. Moreover, our backlog for the period beyond 12 months may
be subject to variations from year-to-year as existing contracts are completed, delayed, or renewed or new contracts are
awarded, delayed, or cancelled. As a result, we believe that year-to-year comparisons of the portion of backlog expected to
be performed more than one year in the future are difficult to assess and not necessarily indicative of future revenues or
profitability. Because backlog is not a defined accounting term, our computation of backlog may not necessarily be
comparable to that of our industry peers.
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Competition
We believe that the engineering and consulting industry is highly fragmented, characterized by many small-scale
companies that focus their operations on regional markets or specialized niche activities. As a result, we compete with a large
number of regional, national, and global companies. Others are smaller, more specialized, and concentrate their resources in
particular areas of expertise. The extent of our competition varies according to the particular markets and geographic area.
The degree and type of competition we face is also influenced by the type and scope of a particular project.
We believe the providers of engineering and consulting services primarily compete on the quality of service, relevant
experience, staffing capabilities, reputation, geographic presence, stability, and price. Price differentiation remains an
important element in competitive tendering and is the most significant factor in bidding for public sector consultancy
contracts. The importance of the foregoing factors varies widely based upon the nature, location, and size of the project. We
believe that certain economies of scale can be realized by service providers that establish a national reputation for providing
engineering and consulting services in all five of the service verticals in which we do business. Since the demand for
engineering and consulting services within each service offering is viewed as only moderately correlated with the demand
for services within the other service offerings, we are of the view that engineering and consulting firms can benefit
considerably from diversified service offerings.
The number of competitors for any procurement can vary widely, depending upon technical qualifications, the relative
value of the project, geographic location, the financial terms, the risks associated with the work, and any restrictions placed
upon competition by the client. Our ability to compete successfully will depend upon the effectiveness of our marketing
efforts, the strength of our client relationships, our ability to accurately estimate costs, the quality of the work we perform,
our ability to hire and train qualified personnel, and our ability to obtain insurance.
We believe our principle publicly listed and private company competitors include the following firms (in alphabetical
order): AECOM Technology Corporation (NYSE: ACM), AMEC plc (LSE: AMEC), Bureau Veritas (PAR: BVI), Hill
International, Inc. (NYSE: HIL), Intertek Group plc (LSE:ITRK), Jacobs Engineering Group Inc. (NYSE: JEC), Kleinfelder
& Associates, Professional Service Industries, Inc., Stantec Inc. (TSE: STN), Terracon Consultants, Inc., Tetra Tech, Inc.
(NASDAQ: TTEK), TRC Companies, Inc. (NYSE: TRR), Willdan Group (NASDAQ: WLDN), and WS Atkins plc
(LSE:ATK).
Seasonality
Due primarily to inclement weather conditions, which lead to project delays and slower completion of contracts, and
a higher number of holidays, our operating results during the months of November, December, January, February and March
are generally lower than our operating results during other months. As a result, our gross revenues and net income for the
first and fourth quarters of a fiscal year may be lower than our results for the second and third quarters of a fiscal year.
Insurance and Risk Management
We maintain insurance covering professional liability and claims involving bodily injury, property and economic loss.
We consider our present limits of coverage, deductibles, and reserves to be adequate. Whenever possible, we endeavor to
eliminate or reduce the risk of loss on a project through the use of quality assurance and control, risk management, workplace
safety, and other similar methods.
Risk management is an integral part of our project management approach for fixed-price contracts and our project
execution process. We have a risk management process group that reviews and oversees the risk profile of our operations.
We also evaluate risk through internal risk analyses in which our management reviews higher-risk projects, contracts, or
other business decisions that require corporate legal and risk management approval.
Regulation
We are regulated in a number of fields in which we operate. We contract with various U.S. governmental agencies
and entities. When working with U.S. governmental agencies and entities, we must comply with laws and regulations relating
to the formation, administration, and performance of contracts. These laws and regulations contain terms that, among other
things:
●
require certification and disclosure of all costs or pricing data in connection with various contract negotiations;
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●
●
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.
Internationally, we are subject to various government laws and regulations (including the Foreign Corrupt Practices
Act (“FCPA”) and similar non-U.S. laws and regulations), local government regulations, procurement policies and practices,
and varying currency, political, and economic risks.
To help ensure compliance with these laws and regulations, our employees are sometimes required to complete tailored
ethics and other compliance training relevant to their position and our operations.
Available Information
Our Internet address is www.nv5.com. We make available at this address, free of charge, our Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the SEC. We also make available on our website, our corporate governance documents,
including our code of conduct and ethics. In this Annual Report on Form 10-K, we incorporate by reference as identified
herein certain information from parts of our proxy statement for our 2016 Annual Meeting of Stockholders, which we will
file with the SEC and will be available, free of charge, on our website. Reports of our executive officers, directors and any
other persons required to file securities ownership reports under Section 16(a) of the Exchange Act are also available through
our website. Information contained on our website is not part of, or incorporated into, this Annual Report on Form 10-K.
You may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street,
NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet website located at http://www.sec.gov that contains the
information we file or furnish electronically with the SEC.
ITEM 1A.
RISK FACTORS.
We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could
materially adversely affect our operations. The risks described below highlight some of the factors that have affected, and in
the future could affect our operations and financial condition. Additional risks we do not yet know of or that we currently
think are immaterial may also affect our business operations. If any of the events or circumstances described in the following
risks actually occur, our business, financial condition or results of operations could be materially adversely affected.
The loss of key personnel or our inability to attract and retain qualified personnel could significantly disrupt our business.
As a professional and technical engineering and consulting solutions provider, our business is labor intensive and,
therefore, our ability to attract, retain, and expand our senior management, sales personnel, and professional and technical
staff is an important factor in determining our future success. The market for qualified scientists, engineers, and sales
personnel is competitive and we may not be able to attract and retain such professionals. It may also be difficult to attract and
retain qualified individuals in the timeframe demanded by our clients. Furthermore, some of our government contracts may
require us to employ only individuals who have particular government security clearance levels. Our failure to attract and
retain key individuals could impair our ability to provide services to our clients and conduct our business effectively. The
loss of the services of any key personnel could adversely affect our business. We do not maintain key-man life insurance
policies on any of our executive officers.
We depend on the continued services of Mr. Dickerson Wright, our Chairman and Chief Executive Officer. We cannot
assure you that we will be able to retain the services of Mr. Wright.
We are dependent upon the efforts and services of Mr. Dickerson Wright, our Chairman and Chief Executive Officer,
because of his knowledge, experience, skills, and relationships with major clients and other members of our management
team. The loss of the services of Mr. Wright for any reason could have an adverse effect on our operations.
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Demand from our state and local government and private clients is cyclical and vulnerable to economic downturns. If the
economy weakens or client spending declines further, then our revenue, profits, and financial condition may deteriorate.
Demand for services from our state and local government and private clients is cyclical and vulnerable to economic
downturns, which may result in clients delaying, curtailing, or canceling proposed and existing projects. Our business
traditionally lags the overall recovery in the economy. Therefore, our business may not recover immediately when the
economy improves. If the economy remains weak or client spending declines further, then our revenue, profits, and overall
financial condition may deteriorate. Our state and local government clients may face budget deficits that prohibit them from
funding new or existing projects. In addition, our existing and potential clients may either postpone entering into new
contracts or request price concessions. Difficult financing and economic conditions may cause some of our clients to demand
better pricing terms or delay payments for services we perform, thereby increasing the average number of days our receivables
are outstanding and the potential of increased credit losses on uncollectible invoices. Further, these conditions may result in
the inability of some of our clients to pay us for services that we have already performed. If we are not able to reduce our
costs quickly enough to respond to the revenue decline from these clients, our operating results may be adversely affected.
Accordingly, these factors affect our ability to forecast our future revenue and earnings from business areas that may be
adversely impacted by market conditions.
Our operating results may be adversely impacted by worldwide economic uncertainties and specific conditions in the
markets we address.
Over the past several years, the general worldwide economy has experienced a downturn due, at various times, to the
lack of available credit, slower economic activity, concerns about inflation and deflation, increased energy costs, decreased
consumer confidence, reduced corporate profits and capital spending, and adverse business conditions. These conditions
make it extremely difficult for our clients and vendors to accurately forecast future business activities, which could cause
businesses to slow spending on services. Such conditions have also made it very difficult for us to predict the short-term and
long-term impacts on our business. We cannot predict the timing, strength or duration of any economic slowdown or
subsequent economic recovery worldwide or in our industry, and any such economic slowdown could have any adverse effect
on our results of operations.
Our revenue, expenses, and operating results may fluctuate significantly.
Our revenue, expenses, and operating results may fluctuate significantly because of numerous factors, some of which
may contribute to more pronounced fluctuations in an uncertain global economic environment. In addition to the other risks
described in this “Risk Factors” section, the following factors could cause our operating results to fluctuate:
● delays, increased costs, or other unanticipated changes in contract performance that may affect profitability,
particularly with contracts that are fixed-price or 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.
As a consequence, operating results for a particular future period are difficult to predict and, therefore, prior results
are not necessarily indicative of results to be expected in future periods. Any of the foregoing factors, or any other factors
discussed elsewhere herein, could have a material adverse effect on our business, results of operations and financial condition
that could adversely affect our stock price.
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We derive a majority of our gross revenues from government agencies, and any disruption in government funding or
in our relationship with those agencies could adversely affect our business.
For the year ended December 31, 2015, approximately 60% of our gross revenues was attributable to public and quasi-
public sector clients. A significant amount of our revenues are derived under multi-year contracts, many of which are
appropriated on an annual basis. As a result, at the beginning of a project, the related contract may be only partially funded,
and additional funding is normally committed only as appropriations are made in each subsequent year. These appropriations,
and the timing of payment of appropriated amounts, may be influenced by numerous factors as noted below. Our backlog
includes only the projects that have had funding appropriated.
The demand for our government-related services is generally driven by the level of government program funding.
Accordingly, the success and further development of our business depends, in large part, upon the continued funding of these
government programs, and upon our ability to obtain contracts and perform well under these programs. There are several
factors that could materially affect our government contracting business, including the following:
● uncertainty surrounding how any remaining funds are being distributed under the American Recovery and
Reinvestment Act of 2009 (“ARRA”) and into what governmental areas such funds are being used, and how much
funding may remain available;
● 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.
These and other factors could cause government agencies to delay or cancel programs, to reduce their orders under
existing contracts, to exercise their rights to terminate contracts, or not to exercise contract options for renewals or extensions.
Any of these actions could have a material adverse effect on our revenue or timing of contract payments from these agencies.
Each year, client funding for some of our government contracts may rely on government appropriations or public-
supported financing. If adequate public funding is delayed or is not available, then our profits and revenue could decline.
Each year, client funding for some of our government contracts may directly or indirectly rely on government
appropriations or public-supported financing such as the ARRA. It is possible that such appropriated funding will never be
allocated to projects that represent opportunities for us to the extent that we anticipate, if at all. Legislatures may appropriate
funds for a given project on a year-by-year basis, even though the project may take more than one year to perform. In addition,
public-supported financing such as state and local municipal bonds may be only partially raised to support existing projects.
Public funds and the timing of payment of these funds may be influenced by, among other things, the state of the economy,
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competing political priorities, curtailments in the use of government contracting firms, increases in raw material costs, delays
associated with insufficient numbers of government staff to oversee contracts, budget constraints, the timing and amount of
tax receipts, and the overall level of government expenditures. If adequate public funding is not available or is delayed, then
our profits and revenue could decline.
A delay in the completion of the budget process of the U.S. government could delay procurement of our services and have
an adverse effect on our future revenue.
When the U.S. government does not complete its budget process before its fiscal year-end on September 30 in any
year, government operations are typically funded by means of a continuing resolution. Under a continuing resolution, the
government essentially authorizes agencies of the U.S. government to continue to operate and fund programs at the prior year
end but does not authorize new spending initiatives. When the U.S. government operates under a continuing resolution,
government agencies may delay the procurement of services, which could reduce our future revenue.
California state budgetary constraints may have a material adverse impact on us.
The state of California had experienced, and may continue to experience, budget shortfalls and other related budgetary
issues and constraints. The state of California has historically been and is considered to be a key geographic region for our
business, as approximately 42%, 45% and 65% of our gross revenues for the years ended December 31, 2015, 2014 and 2013,
respectively, came from California-based projects. Ongoing uncertainty as to the timing and accessibility of budgetary
funding, changes in state funding allocations to local agencies and municipalities, or other delays in purchasing for, or
commencement of, projects may have a negative impact on our gross revenues and net income.
Governmental agencies may modify, curtail, or terminate our contracts at any time prior to their completion and, if we do
not replace them, we may suffer a decline in revenue.
Most government contracts may be modified, curtailed, or terminated by the government either at its discretion or
upon the default of the contractor. If the government terminates a contract at its discretion, then we typically are able to
recover only costs incurred or committed, settlement expenses, and profit on work completed prior to termination, which
could prevent us from recognizing all of our potential revenue and profits from that contract. In addition, the U.S. government
has announced its intention to scale back outsourcing of services in favor of “insourcing” jobs to its employees, which could
reduce the number of contracts awarded to us. The adoption of similar practices by other government entities could also
adversely affect our revenues. If a government terminates a contract due to our default, we could be liable for excess costs
incurred by the government in obtaining services from another source.
Our failure to win new contracts and renew existing contracts with private and public sector clients could adversely affect
our profitability.
Our business depends on our ability to win new contracts and renew existing contracts with private and public sector
clients. Contract proposals and negotiations are complex and frequently involve a lengthy bidding and selection process,
which is affected by a number of factors. These factors include market conditions, financing arrangements, and required
governmental approvals. For example, a client may require us to provide a bond or letter of credit to protect the client should
we fail to perform under the terms of the contract. If negative market conditions arise, or if we fail to secure adequate financial
arrangements or the required government approval, we may not be able to pursue particular projects, which could adversely
affect our profitability.
Our inability to win or renew government contracts during regulated procurement processes or preferences granted to
certain bidders for which we would not qualify could harm our operations and significantly reduce or eliminate our
profits.
Government contracts are awarded through a regulated procurement process. The U.S. federal government has
increasingly relied upon multi-year contracts with pre-established terms and conditions, such as indefinite delivery/indefinite
quantity (“IDIQ”) contracts, which generally require those contractors who have previously been awarded the IDIQ to engage
in an additional competitive bidding process before a task order is issued. The increased competition, in turn, may require us
to make sustained efforts to reduce costs in order to realize revenue and profits under government contracts. If we are not
successful in reducing the amount of costs we incur, our profitability on government contracts will be negatively impacted.
The U.S. federal government has also increased its use of IDIQs in which the client qualifies multiple contractors for a
specific program and then awards specific task orders or projects among the qualified contractors. As a result, new work
awards tend to be smaller and of shorter duration, since the orders represent individual tasks rather than large, programmatic
assignments. In addition, the U.S. government has announced its intention to scale back outsourcing of services in favor of
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“insourcing” jobs to its employees, which could reduce our revenue. Moreover, even if we are qualified to work on a
government contract, we may not be awarded the contract because of existing government policies designed to protect small
businesses and underrepresented minority contractors, which would not apply to us. The federal government has announced
specific statutory goals regarding awarding prime and subcontracts to small businesses, women-owned small businesses, and
small disadvantaged businesses, with the result that we may be obligated to involve such businesses as subcontractors with
respect to these contracts at lower margins than when we use our own professionals. While we are unaware of any reason
why our status as a public company would negatively impact our ability to compete for and be awarded government contracts,
our inability to win or renew government contracts during regulated procurement processes or as a result of the policies
pursuant to which these processes are implemented could harm our operations and significantly reduce or eliminate our
profits.
If we fail to complete a project in a timely manner, miss a required performance standard, or otherwise fail to adequately
perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability.
Our engagements often involve large-scale, complex projects. The quality of our performance on such projects depends
in large part upon our ability to manage the relationship with our clients and our ability to effectively manage the project and
deploy appropriate resources, including third-party contractors and our own personnel, in a timely manner. We may commit
to a client that we will complete a project by a scheduled date. We may also commit that a project, when completed, will
achieve specified performance standards. If the project is not completed by the scheduled date or fails to meet required
performance standards, we may either incur significant additional costs or be held responsible for the costs incurred by the
client to rectify damages due to late completion or failure to achieve the required performance standards. The uncertainty of
the timing of a project can present difficulties in planning the amount of personnel needed for the project. If the project is
delayed or canceled, we may bear the cost of an underutilized workforce that was dedicated to fulfilling the project. In
addition, performance of projects can be affected by a number of factors beyond our control, including unavoidable delays
from government inaction, public opposition, inability to obtain financing, weather conditions, unavailability of vendor
materials, changes in the project scope of services requested by our clients, industrial accidents, environmental hazards, labor
disruptions, and other factors. To the extent these events occur, the total costs of the project could exceed our estimates and
we could experience reduced profits or, in some cases, incur a loss on a project, which may reduce or eliminate our overall
profitability. Further, any defects or errors, or failures to meet our clients’ expectations, could result in claims for damages
against us. Our contracts generally limit our liability for damages that arise from negligent acts, errors, mistakes, or omissions
in rendering services to our clients. However, we cannot be sure that these contractual provisions will protect us from liability
for damages in the event we are sued.
We depend on a limited number of clients for a significant portion of our business.
Our ten largest clients accounted for approximately 36% of our gross revenues during the year ended December 31,
2015. Furthermore, we did not have any clients representing more than 10% of our gross revenues during 2015. During the
years ended December 31, 2014 and 2013, two clients each accounted for more than 10% of our gross revenues. The loss of,
or reduction in orders from, these clients could have a material adverse effect on our business, financial condition, and results
of operations.
We have made and expect to continue to make acquisitions that could disrupt our operations and adversely impact our
business and operating results. Our inability to successfully integrate acquisitions could impede us from realizing all of
the benefits of the acquisitions, which could weaken our results of operations.
A key part of our growth strategy is to acquire other companies that complement our service offerings or broaden our
technical capabilities and geographic presence. Acquisitions involve certain known and unknown risks that could cause our
actual growth or operating results to differ from our expectations or the expectations of securities analysts. For example:
● 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;
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● 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.
In addition, our acquisition strategy may divert management’s attention away from our existing businesses, resulting
in the loss of key clients or key employees, and expose us to unanticipated problems or legal liabilities, including
responsibility as a successor-in-interest for undisclosed or contingent liabilities of acquired businesses or assets.
If we are not able to integrate acquired businesses successfully, our business could be harmed.
Our inability to successfully integrate future acquisitions could impede us from realizing all of the benefits of those
acquisitions and could severely weaken our business operations. The integration process may disrupt our business and, if
implemented ineffectively, may preclude realization of the full benefits expected by us and could harm our results of
operations. In addition, the overall integration of the combining companies may result in unanticipated problems, expenses,
liabilities, and competitive responses, and may cause our stock price to decline.
The difficulties of integrating an acquisition include, among others:
●
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.
In addition, even if the operations of an acquisition are integrated successfully, we may not realize the full benefits of
the acquisition, including the synergies, cost savings, or growth opportunities that we expect. These benefits may not be
achieved within the anticipated time frame, or at all.
Further, acquisitions may also cause us to:
●
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, as was the case in our acquisition of NV5, 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;
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●
incur large and immediate write-offs; or
●
become subject to litigation.
Finally, acquired companies that derive a significant portion of their revenue from the U.S. federal government and
that do not follow the same cost accounting policies and billing practices that we follow may be subject to larger cost
disallowances for greater periods than we typically encounter. If we fail to determine the existence of unallowable costs and
do not establish appropriate reserves in advance of an acquisition, we may be exposed to material unanticipated liabilities,
which could have a material adverse effect on our business.
If we are not able to successfully manage our growth strategy, our business and results of operations may be adversely
affected.
Our expected future growth presents numerous managerial, administrative, operational, and other challenges. Our
ability to manage the growth of our operations will require us to continue to improve our management information systems
and our other internal systems and controls. In addition, our growth will increase our need to attract, develop, motivate, and
retain both our management and professional employees. The inability of our management to effectively manage our growth
or the inability of our employees to achieve anticipated performance could have a material adverse effect on our business.
Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us
from achieving our growth objectives.
We may in the future be required to raise capital through public or private financing or other arrangements. Such
financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our
business. Additional equity financing may dilute the interests of our stockholders, and debt financing, if available, may
involve restrictive covenants and could reduce our profitability. If we cannot raise funds on acceptable terms, we may not be
able to grow our business or respond to competitive pressures.
Our industry is highly competitive, and we may not be able to compete effectively with competitors.
Our industry is highly fragmented and intensely competitive. Our competitors are numerous, ranging from small
private firms to multi-billion dollar public companies. Contract awards are based primarily on quality of service, relevant
experience, staffing capabilities, reputation, geographic presence, stability, and price. In addition, the technical and
professional aspects of our services generally do not require large upfront capital expenditures and provide limited barriers
against new competitors. Many of our competitors have achieved greater market penetration in some of the markets in which
we compete and have more personnel, technical, marketing, and financial resources or financial flexibility than we do. As a
result of the number of competitors in the industry, our clients may select one of our competitors on a project due to
competitive pricing or a specific skill set. These competitive forces could force us to make price concessions or otherwise
reduce prices for our services. If we are unable to maintain our competitiveness, our market share, revenue, and profits could
decline.
Our business and operating results could be adversely affected by losses under fixed-price contracts.
Fixed-price contracts require us to either perform all work under the contract for a specified lump sum or to perform
an estimated number of units of work at an agreed price per unit, with the total payment determined by the actual number of
units performed. For the years ended December 31, 2015, approximately 7% of our revenue was recognized under fixed-
price contracts. Fixed-price contracts expose us to a number of risks not inherent in cost-plus and time and material contracts,
including underestimation of costs, ambiguities in specifications, unforeseen costs or difficulties, problems with new
technologies, delays beyond our control, failures of subcontractors to perform, and economic or other changes that may occur
during the contract period. Losses under fixed-price contracts could be substantial and adversely impact our results of
operations.
If our clients delay in paying or fail to pay amounts owed to us, it could have a material adverse effect on our liquidity,
results of operations, and financial condition.
Accounts receivable represent the largest asset on our balance sheet. While we take steps to evaluate and manage the
credit risks relating to our clients, economic downturns or other events can adversely affect the markets we serve and our
clients ability to pay, which could reduce our ability to collect all amounts due from clients. If our clients delay in paying or
fail to pay us a significant amount of our outstanding receivables, it could have a material adverse effect on our liquidity,
results of operations, and financial condition.
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If we extend a significant portion of our credit to clients in a specific geographic area or industry, we may experience
disproportionately high levels of collection risk and nonpayment if those clients are adversely affected by factors particular
to their geographic area or industry.
Our clients include public and private entities that have been, and may continue to be, negatively impacted by the
changing landscape in the global economy. We face collection risk as a normal part of our business where we perform services
and subsequently bill our clients for such services. Our ten largest clients accounted for approximately 36% of our gross
revenues during the year ended December 31, 2015. Furthermore, we did not have any clients representing more than 10%
of our gross revenues during 2015. During the years ended December 31, 2014 and 2013, two clients each accounted for
more than 10% of our gross revenues. In the event that we have concentrated credit risk from clients in a specific geographic
area or industry, continuing negative trends or a worsening in the financial condition of that specific geographic area or
industry could make us susceptible to disproportionately high levels of default by those clients. Such defaults could materially
adversely impact our ability to collect our receivables and, ultimately, our revenues and results of operations.
As a government contractor, we must comply with various procurement laws and regulations and are subject to regular
government audits. A violation of any of these laws and regulations or the failure to pass a government audit could result
in sanctions, contract termination, forfeiture of profit, harm to our reputation or loss of our status as an eligible
government contractor and could reduce our profits and revenue.
We must comply with and are affected by U.S. federal, state, local, and foreign laws and regulations relating to the
formation, administration, and performance of government contracts. For example, we must comply with defective-pricing
clauses found within the Federal Acquisition Regulation (“FAR”), the Truth in Negotiations Act, Cost Accounting Standards
(“CAS”), the ARRA, the Services Contract Act, and the U.S. Department of Defense security regulations, as well as many
other rules and regulations. In addition, we must also comply with other government regulations related to employment
practices, environmental protection, health and safety, tax, accounting, and anti-fraud measures, as well as many others
regulations in order to maintain our government contractor status. These laws and regulations affect how we do business with
our clients and, in some instances, impose additional costs on our business operations. Although we take precautions to
prevent and deter fraud, misconduct, and non-compliance, we face the risk that our employees or outside partners may engage
in misconduct, fraud, or other improper activities. Government agencies routinely audit and investigate government
contractors. These government agencies review and audit a government contractor’s performance under its contracts and cost
structure and evaluate compliance with applicable laws, regulations, and standards. In addition, during the course of its audits,
such agencies may question our incurred project costs. If such agencies believe we have accounted for such costs in a manner
inconsistent with the requirements for FAR or CAS, the agency auditor may recommend to our U.S. government corporate
administrative contracting officer that it disallow such costs. Historically, we have not experienced significant disallowed
costs as a result of government audits. However, we can provide no assurance that such government audits will not result in
a material disallowance for incurred costs in the future. In addition, government contracts are subject to a variety of other
requirements relating to the formation, administration, performance and accounting for these contracts. We may also be
subject to qui tam litigation brought by private individuals on behalf of the government under the Federal Civil False Claims
Act, which could include claims for treble damages. Government contract violations could result in the imposition of civil
and criminal penalties or sanctions, contract termination, forfeiture of profit, or suspension of payment, any of which could
make us lose our status as an eligible government contractor. We could also suffer serious harm to our reputation. Any
interruption or termination of our government contractor status could reduce our profits and revenue significantly.
State and other public employee unions may bring litigation that seeks to limit the ability of public agencies to contract
with private firms to perform government employee functions in the area of public improvements. Judicial determinations
in favor of these unions could affect our ability to compete for contracts and may have an adverse effect on our revenue
and profitability.
Over at least the last 20 years, state and other public employee unions have challenged the validity of propositions,
legislation, charters, and other government regulations that allow public agencies to contract with private firms to provide
services in the fields of engineering, design, and construction of public improvements that might otherwise be provided by
public employees. These challenges could have the effect of eliminating or severely restricting the ability of municipalities
to hire private firms for the purpose of designing and constructing public improvements, and otherwise require them to use
union employees to perform the services. If a state or other public employee union is successful in its challenge and as a
result the ability of state agencies to hire private firms is severely limited, such a decision would likely lead to additional
litigation challenging the ability of the state, counties, municipalities, and other public agencies to hire private engineering,
architectural, and other firms, the outcome of which could affect our ability to compete for contracts and may have an adverse
effect on our revenue and profitability.
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Our use of the percentage-of-completion method of revenue recognition could result in a reduction or reversal of
previously recorded revenue and profits.
We account for some of our contracts on the percentage-of-completion method of revenue recognition. These contracts
accounted for approximately 7% of our revenue for the year ended December 31, 2015. Generally, our use of this method
results in recognition of revenue and profit ratably over the life of the contract based on the proportion of costs incurred to
date to total costs expected to be incurred for the entire project. The effects of revisions to revenue and estimated costs,
including the achievement of award fees as well as the impact of change orders and claims, are recorded when the amounts
are known and can be reasonably estimated. Such revisions could occur in any period and their effects could be material.
Although we have historically made reasonably reliable estimates of the progress towards completion of long-term contracts,
the uncertainties inherent in the estimating process make it possible for actual costs to vary materially from estimates,
including reductions or reversals of previously recorded revenue and profit.
Our actual business and financial results could differ from the estimates and assumptions that we use to prepare our
financial statements, which may significantly reduce or eliminate our profits.
To prepare financial statements in conformity with generally accepted accounting principles in the U.S. (“GAAP”),
management is required to make estimates and assumptions as of the date of the financial statements. These estimates and
assumptions could affect the reported values of assets, liabilities, revenue, and expenses as well as disclosures of contingent
assets and liabilities. For example, we recognize a portion of revenue over the life of a contract based on the proportion of
costs incurred to date compared to the total costs estimated to be incurred for the entire project. Areas requiring significant
estimates by our management include:
●
●
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;
●
provisions for income taxes, research, and experimentation credits and related valuation allowances;
●
value of goodwill and recoverability of other intangible assets; and
●
valuations of assets acquired and liabilities assumed in connection with business combinations.
Our actual business and financial results could differ from those estimates, which may significantly reduce or eliminate
our profits.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results
or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which
would harm our business and the trading price of our securities.
Management continues to review and assess our internal controls to ensure we have adequate internal financial and
accounting controls. Failure to maintain new or improved controls, or any difficulties we encounter in their implementation,
could result in material weaknesses, and cause us to fail to meet our periodic reporting obligations or result in material
misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management
evaluations (and, once we no longer qualify as an “emerging growth company” under the Jumpstart Our Business Startups
Act of 2012 (“JOBS Act”), annual audit attestation reports) regarding the effectiveness of our internal control over financial
reporting that will be required under Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect
to annual reports that we will file as a public company. The existence of a material weakness could result in errors in our
financial statements that could cause us to fail to meet our reporting obligations and cause investors to lose confidence in our
reported financial information, leading to a decline in our stock price.
For so long as we qualify as an “emerging growth company” under the JOBS Act, which may be up to five years
following our initial public offering, we intend to take advantage of certain exemptions from various reporting requirements
that are applicable to public companies that are not emerging growth companies, including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404. Once we are no longer an emerging growth
company or, if prior to such date, we opt to no longer take advantage of the applicable exemption, we will be required to
include an opinion from our independent registered public accounting firm on the effectiveness of our internal controls over
financial reporting.
21
Our profitability could suffer if we are not able to maintain adequate utilization of our workforce.
The cost of providing our services, including the extent to which we utilize our workforce, affects our profitability.
The rate at which we utilize our workforce is affected by a number of factors, including:
●
●
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.
If we over utilize our workforce, our employees may become disengaged, which will impact employee attrition. If we
under-utilize our workforce, our profit margin and profitability could suffer.
Our backlog is subject to cancellation and unexpected adjustments, and is an uncertain indicator of future operating
results.
As of December 31, 2015, we had approximately $155.3 million of gross revenue backlog expected to be recognized
over the next 12 months. We include in backlog only those contracts for which funding has been provided and work
authorizations have been received. We cannot guarantee that the revenue projected in our backlog will be realized or, if
realized, will result in profits. In addition, project cancellations or scope adjustments may occur, from time to time, with
respect to contracts reflected in our backlog. For example, certain of our contracts with the U.S. federal government and other
clients are terminable at the discretion of the client, with or without cause. These types of backlog reductions could adversely
affect our revenue and margins. Accordingly, our backlog as of any particular date is an uncertain indicator of our future
earnings.
Employee, agent or partner misconduct or our overall failure to comply with laws or regulations could harm our
reputation, reduce our revenue and profits, and subject us to criminal and civil enforcement actions.
Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one of our
employees, agents, or partners could have a significant negative impact on our business and reputation. Such misconduct
could include the failure to comply with government procurement regulations, regulations regarding the protection of
classified information, regulations prohibiting bribery and other foreign corrupt practices, regulations regarding the pricing
of labor and other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the
internal controls over financial reporting, environmental laws, and any other applicable laws or regulations. For example, the
FCPA, and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making
improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Our policies mandate compliance
with these regulations and laws, and we take precautions to prevent and detect misconduct. However, since our internal
controls are subject to inherent limitations, including human error, it is possible that these controls could be intentionally
circumvented or become inadequate because of changed conditions. As a result, we cannot assure that our controls will
protect us from reckless or criminal acts committed by our employees and agents. Our failure to comply with applicable laws
or regulations or acts of misconduct could subject us to fines and penalties, loss of security clearances, and suspension or
debarment from contracting, any or all of which could harm our reputation, reduce our revenue and profits, and subject us to
criminal and civil enforcement actions. Historically, we have not had any material cases involving misconduct or fraud.
If our contractors and subcontractors fail to satisfy their obligations to us or other parties, or if we are unable to maintain
these relationships, our revenue, profitability, and growth prospects could be adversely affected.
We depend on contractors and subcontractors in conducting our business. There is a risk that we may have disputes
with our subcontractors arising from, among other things, the quality and timeliness of work performed by the subcontractor,
client concerns about the subcontractor, or our failure to extend existing task orders or issue new task orders under a
subcontract. In addition, if any of our subcontractors fail to deliver on a timely basis the agreed-upon supplies, fail to perform
the agreed-upon services, go out of business, or fail to perform on a project, then our ability to fulfill our obligations as a
22
prime contractor may be jeopardized and we may be contractually responsible for the work performed by those contractors
or subcontractors. The absence of qualified subcontractors with which we have a satisfactory relationship could adversely
affect the quality of our service and our ability to perform under some of our contracts. Historically, our relationship with our
contractors and subcontractors has been good, and we have not experienced any material failure of performance by our
contractors and subcontractors. During the year ended December 31, 2015, the utilization of contractors or subcontractors
generated approximately 14% of our gross revenues.
We also rely on relationships with other contractors when we act as their subcontractor or joint venture partner. Our
future revenue and growth prospects could be adversely affected if other contractors eliminate or reduce their subcontracts
or teaming arrangement relationships with us or if a government agency terminates or reduces these other contractors’
programs, does not award them new contracts, or refuses to pay under a contract.
Changes in resource management or infrastructure industry laws, regulations, and programs could directly or indirectly
reduce the demand for our services which could in turn negatively impact our revenue.
Some of our services are directly or indirectly impacted by changes in U.S. federal, state, local, or foreign laws and
regulations pertaining to resource management, infrastructure, and the environment. Accordingly, a relaxation or repeal of
these laws and regulations, or changes in governmental policies regarding the funding, implementation, or enforcement of
these programs, could result in a decline in demand for our services, which could in turn negatively impact our revenue.
Legal proceedings, investigations, and disputes, including those assumed in acquisitions of other businesses for which we
may not be indemnified, could result in substantial monetary penalties and damages, especially if such penalties and
damages exceed or are excluded from existing insurance coverage.
We engage in professional and technical consulting and certification services that can result in substantial injury or
damages that may expose us to legal proceedings, investigations, and disputes. For example, in the ordinary course of our
business, we may be involved in legal disputes regarding personal injury claims, employee or labor disputes, professional
liability claims, and general commercial disputes involving project cost overruns and liquidated damages as well as other
claims. In addition, in the ordinary course of our business, we frequently make professional judgments and recommendations
about environmental and engineering conditions of project sites for our clients. We may be deemed to be responsible for
these judgments and recommendations if they are later determined to be inaccurate. Any unfavorable legal ruling against us
could result in substantial monetary damages or even criminal violations.
In this regard, the agreement pursuant to which we acquired NV5, Inc. (formerly known as Nolte Associates, Inc.) did
not include representations and warranties regarding the business being acquired or any indemnification provisions or other
assurances from the seller regarding Nolte. In the event any unforeseen matters arise, whether regarding the permits and
authorizations required to run the Nolte business, filing of tax returns and payment of associated taxes, or the existence or
extent of any contingent liabilities of the Nolte business (including third-party claims to which Nolte may be subject in the
future including regarding professional liability for work performed prior to our acquisition of Nolte), we would be materially
adversely affected if we were required to pay damages or incur defense costs in connection with a claim for which no such
indemnity has been provided. The Company is currently under examination by the California Franchise Tax Board (“CFTB”)
about certain research and development tax credits generated and included on the tax returns of an acquired company for the
years 2005 to 2009. Fiscal years 2005 through 2015 are considered open tax years in the State of California and 2012 through
2015 in the U.S. federal jurisdiction and other state jurisdictions. At December 31, 2015, the Company had $570,000 of
unrecognized tax benefits.
We maintain insurance coverage as part of our overall legal and risk management strategy to minimize our potential
liabilities; however, insurance coverage contains exclusions and other limitations that may not cover our potential liabilities.
Generally, our insurance program covers workers’ compensation and employer’s liability, general liability, automobile
liability, professional errors and omissions liability, property, and contractor’s pollution liability (in addition to other policies
for specific projects). Our insurance program includes deductibles or self-insured retentions for each covered claim. In
addition, our insurance policies contain exclusions that insurance providers may use to deny or restrict coverage. Specialty
liability and professional liability insurance policies provide for coverages on a “claims-made” basis, covering only claims
actually made and reported during the policy period currently in effect. If we sustain liabilities that exceed or that are excluded
from our insurance coverage or for which we are not insured, it could have a material adverse impact on our results of
operations and financial condition, including our profits and revenue.
23
Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure as well as
disrupt the management of our business operations.
We maintain insurance coverage from third-party insurers as part of our overall risk management strategy and some
of our contracts require us to maintain specific insurance coverage limits. If any of our third-party insurers fail, suddenly
cancel our coverage, or otherwise are unable to provide us with adequate insurance coverage, then our overall risk exposure
and our operational expenses would increase and the management of our business operations would be disrupted. In addition,
there can be no assurance that any of our existing insurance coverage will be renewable upon the expiration of the coverage
period or that future coverage will be affordable at the required limits.
Our failure to implement and comply with our safety program could adversely affect our operating results or financial
condition.
Our safety program is a fundamental element of our overall approach to risk management, and the implementation of
the safety program is a significant issue in our dealings with our clients. We maintain an enterprise-wide group of health and
safety professionals to help ensure that the services we provide are delivered safely and in accordance with standard work
processes. Unsafe job sites and office environments have the potential to increase employee turnover, increase the cost of a
project to our clients, expose us to types and levels of risk that are fundamentally unacceptable, and raise our operating costs.
The implementation of our safety processes and procedures are monitored by various agencies and rating bureaus, and may
be evaluated by certain clients in cases in which safety requirements have been established in our contracts. If we fail to meet
these requirements or do not properly implement and comply with our safety program, there could be a material adverse
effect on our business, operating results, or financial condition.
We may be subject to liabilities under environmental laws and regulations, including liabilities assumed in acquisitions
for which we may not be indemnified.
We must comply with a number of laws that strictly regulate the handling, removal, treatment, transportation and
disposal of toxic and hazardous substances. Under the Comprehensive Environmental Response Compensation and Liability
Act of 1980, as amended (“CERCLA”), and comparable state laws, we may be required to investigate and remediate regulated
hazardous materials. CERCLA and comparable state laws typically impose strict joint and several liabilities without regard
to whether a company knew of or caused the release of hazardous substances. The liability for the entire cost of clean-up
could be imposed upon any responsible party. Other principal federal environmental, health, and safety laws affecting us
include, among others, the Resource Conversation and Recovery Act, the National Environmental Policy Act, the Clean Air
Act, the Occupational Safety and Health Act, the Toxic Substances Control Act, and the Superfund Amendments and
Reauthorization Act. Our business operations may also be subject to similar state and international laws relating to
environmental protection. Liabilities related to environmental contamination or human exposure to hazardous substances, or
a failure to comply with applicable regulations, could result in substantial costs to us, including clean-up costs, fines and civil
or criminal sanctions, third-party claims for property damage or personal injury, or cessation of remediation activities. Our
continuing work in the areas governed by these laws and regulations exposes us to the risk of substantial liability.
Weather conditions and seasonal revenue fluctuations could have an adverse impact on our results of operations.
Due primarily to inclement weather conditions, which lead to project delays and slower completion of contracts, and
a higher number of holidays, our operating results during December, January, February and March are generally lower in
comparison to other months. As a result, our revenue and net income for the first and fourth quarters of a fiscal year may be
lower than our results for the second and third quarters of a fiscal year. If we were to experience lower-than-expected revenue
during any such periods, our expenses may not be offset, which could have an adverse impact on our results of operations.
Catastrophic events may disrupt our business.
Force majeure or extraordinary events beyond the control of the contracting parties, such as natural and man-made
disasters as well as terrorist actions, could negatively impact the economies in which we operate by causing the closure of
offices, interrupting projects, and forcing the relocation of employees. We typically remain obligated to perform our services
after a terrorist action or natural disaster unless the contract contains a force majeure clause that relieves us of our contractual
obligations in such an extraordinary event. If we are not able to react quickly to force majeure, our operations may be affected
significantly, which would have a negative impact on our financial condition, results of operations, or cash flows.
Further, we rely on our network and third-party infrastructure and enterprise applications, internal technology systems,
and our website for our development, marketing, operational, support, hosted services, and sales activities. Despite our
implementation of network security measures, we are vulnerable to disruption, infiltration, or failure of these systems or
24
third-party hosted services in the event of a major earthquake, fire, power loss, telecommunications failure, cyber-attack, war,
terrorist attack, or other catastrophic event could cause system interruptions, reputational harm, loss of intellectual property,
lengthy interruptions in our services, breaches of data security, and loss of critical data and could harm our future operating
results.
We are highly dependent on information and communications systems. System failures, security breaches or cyber-attacks
of networks or systems could significantly disrupt our business and operations and negatively affect the market price of
our common stock.
Our business is highly dependent on communications and information systems. These systems are primarily operated
by third-parties and, as a result, we have limited ability to ensure their continued operation. In the event of systems failure or
interruption, we will have limited ability to affect the timing and success of systems restoration. Any failure or interruption
of our systems could cause delays or other problems in the delivery of our services, which could have a material adverse
effect on our operating results and negatively affect the market price of our common stock.
We rely on information technology systems, networks and infrastructure in managing our day-to-day
operations. Despite cyber-security measures already in place, our information technology systems, networks and
infrastructure may be vulnerable to deliberate attacks or unintentional events that could interrupt or interfere with their
functionality or the confidentiality of our information. Our inability to effectively utilize our information technology systems,
networks and infrastructure, and protect our information could adversely affect our business.
We have only a limited ability to protect our intellectual property rights, and our failure to protect our intellectual property
rights could adversely affect our competitive position.
Our success depends, in part, upon our ability to protect our proprietary information and other intellectual property.
We rely principally on trade secrets to protect much of our intellectual property where we do not believe that patent or
copyright protection is appropriate or obtainable. However, trade secrets are difficult to protect. Although our employees are
subject to confidentiality obligations, this protection may be inadequate to deter or prevent misappropriation of our
confidential information. In addition, we may be unable to detect unauthorized use of our intellectual property or otherwise
take appropriate steps to enforce our rights. Failure to obtain or maintain trade secret protection would adversely affect our
competitive business position. In addition, if we are unable to prevent third parties from infringing or misappropriating our
trademarks or other proprietary information, our competitive position could be adversely affected.
We rely on third-party internal and outsourced software to run our critical accounting, project management, and financial
information systems. As a result, any sudden loss, disruption, or unexpected costs to maintain these systems could
significantly increase our operational expense and disrupt the management of our business operations.
We rely on third-party software to run our critical accounting, project management, and financial information systems.
We also depend on our software vendors to provide long-term software maintenance support for our information systems.
Software vendors may decide to discontinue further development, integration, or long-term software maintenance support
for our information systems, in which case we may need to abandon one or more of our current information systems and
migrate some or all of our accounting, project management, and financial information to other systems, thus increasing our
operational expense as well as disrupting the management of our business operations.
Our Chairman and Chief Executive Officer owns a large percentage of our voting stock, which may allow him to have a
significant influence on all matters requiring stockholder approval.
Mr. Dickerson Wright, our Chairman and Chief Executive Officer, beneficially owned 2,194,953 shares, or
approximately 27% of our common stock on a fully diluted basis as of March 7, 2016. Accordingly, Mr. Wright has the
power to significantly influence the outcome of important corporate decisions or matters submitted to a vote of our
stockholders, including decisions regarding mergers, going private transactions, and other extraordinary transactions, and to
significantly influence the terms of any of these transactions. Although Mr. Wright owes our stockholders certain fiduciary
duties as a director and an executive officer, Mr. Wright could take actions to address his own interests, which may be
different from those of our other stockholders.
25
As an emerging growth company within the meaning of the Securities Act, we will utilize certain modified disclosure
requirements, and we cannot be certain whether these reduced requirements will make our securities less attractive to
investors.
We are an emerging growth company within the meaning of the rules under the Securities Act. We plan in current and
future filings with the SEC to utilize, the modified disclosure requirements available to emerging growth companies,
including reduced disclosure about our executive compensation and omission of compensation discussion and analysis, and
an exemption from the requirement of holding a nonbinding advisory vote on executive compensation. In addition, we will
not be subject to certain requirements of Section 404 of the Sarbanes-Oxley Act, including the additional testing of our
internal control over financial reporting as may occur when outside auditors attest as to our internal control over financial
reporting. For example, we will not have to provide an auditor’s attestation report on our internal controls in this Annual
Report on Form 10-K for the year ended December 31, 2015, or in future annual reports on Form 10-K as otherwise required
by Section 404(b) of the Sarbanes-Oxley Act. As a result, our stockholders may not have access to certain information they
may deem important.
We could remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first
fiscal year in which our annual gross revenue exceed $1 billion, (ii) the date that we become a “large accelerated filer” as
defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by
non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii)
the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.
We will incur increased costs as a result of being a public company, and the requirements of being a public company may
divert management’s attention from our business.
As a result of our initial public offering, we became a public company and our securities are listed on NASDAQ. As
such, we are required to comply with laws, regulations, and requirements that we did not need to comply with as a private
company, including certain provisions of the Sarbanes-Oxley Act and related SEC regulations, as well as the requirements
of NASDAQ. Compliance with the requirements of being a public company have required us to increase our operating
expenses in order to pay our employees, legal counsel, and accountants to assist us in, among other things, external reporting,
instituting and monitoring a more comprehensive compliance and board governance function, establishing and maintaining
internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, and preparing and
distributing periodic public reports in compliance with our obligations under the federal securities laws. In addition, in
connection with Section 404(a) of the Sarbanes-Oxley Act, management was required to deliver a report that assessed the
effectiveness of our internal control over financial reporting beginning with the Annual Report on Form 10-K for the year
ended December 31, 2014. However, in connection with Section 404(b) of the Sarbanes-Oxley Act, our auditors are not
required to attest to our internal controls over financial reporting until we no longer qualify as an emerging growth company
under the JOBS Act. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal
control over financial reporting, significant resources and management oversight will be required. As a result, our
management’s attention might be diverted from other business concerns, which could have a material adverse effect on our
business, prospects, financial condition, and results of operations. Furthermore, we might not be able to retain our independent
directors or attract new independent directors for our committees.
Provisions in our charter documents and the Delaware General Corporation Law could make it more difficult for a third
party to acquire us and could discourage a takeover and adversely affect existing stockholders.
Anti-takeover provisions in our certificate of incorporation and bylaws, and in the Delaware General Corporation Law,
could diminish the opportunity for stockholders to participate in acquisition proposals at a price above the then-current market
price of our common stock. For example, while we have no present plans to issue any preferred stock, our board of directors,
without further stockholder approval, will be able to issue shares of undesignated preferred stock and fix the designation,
powers, preferences, and rights and any qualifications, limitations, and restrictions of such class or series, which could
adversely affect the voting power of your shares. In addition, our bylaws will provide for an advance notice procedure for
nomination of candidates to our board of directors that could have the effect of delaying, deterring, or preventing a change
in control. Further, as a Delaware corporation, we are subject to provisions of the Delaware General Corporation Law
regarding “business combinations,” which can deter attempted takeovers in certain situations. We may, in the future, consider
adopting additional anti-takeover measures. The authority of our board of directors to issue undesignated preferred or other
capital stock and the anti-takeover provisions of the Delaware General Corporation Law, as well as other current and any
future anti-takeover measures adopted by us, may, in certain circumstances, delay, deter, or prevent takeover attempts and
other changes in control of our company not approved by our board of directors.
26
Future issuances of our common stock pursuant to our equity incentive plan may have a dilutive effect on your investment
and resales of such shares may adversely impact the market price of our common stock.
As of December 31, 2015, we have registered an aggregate of 554,658 shares of common stock reserved under a
Registration Statement on Form S-8 and we anticipate filing additional Registration Statements on Form S-8 to register
additional shares reserved under our equity incentive plan. Issuance of shares of common stock pursuant to our equity
incentive plan may have a dilutive effect on our common stock. Also, all shares issued pursuant to a Registration Statement
on Form S-8 can be freely sold in the public market upon issuance, subject to restrictions on our affiliates under Rule 144
promulgated by the SEC under the Securities Act of 1933, as amended. If a large number of these shares are sold in the
public market, the sales may be viewed negatively by the market and adversely affect the market price of our common stock.
We currently do not pay dividends and do not intend to pay dividends on our shares of common stock in the foreseeable
future and, consequently, your only current opportunity to achieve a return on your investment is if the price of our shares
appreciates.
We currently do not pay dividends and do not expect to pay dividends on our shares of common stock in the foreseeable
future and intend to use cash to grow our business. Consequently, your only current opportunity to achieve a return on your
investment in us will be if the market price of our common stock appreciates.
ITEM 1B.
UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 2.
PROPERTIES.
Our principal executive offices are located in approximately 11,700 square feet of office space that we lease at 200
South Park Road, Suite 350, Hollywood, Florida. We lease office space in 53 locations nationwide. In total, our facilities
contain approximately 275,000 square feet of office space and are subject to leases that expire through 2024. We do not own
any real property. Our lease terms vary from month-to-month to multi-year commitments. We do not consider any of these
leased properties to be materially important to us. While we believe it is necessary to maintain offices through which our
services are coordinated, we feel there are an ample number of available office rental properties that could adequately serve
our needs should we need to relocate or expand our operations.
The following table summarizes our ten most significant leased properties by location based on annual rental expense:
Location
Hollywood, FL
New York, NY
Parsippany, NJ
Sacramento, CA
Manteca, CA
Melville, NY
San Diego, CA
Miami, FL
Colorado Springs, CO
Watertown, MA
Description
Corporate Headquarters
Office Building
Office Building
Office Building
Office Building
Office Building
Office Building
Office Building
Office Building
Office Building
Reportable Segment
Corporate
INF
INF
INF
INF
INF
INF / CQA
CQA
PM
PM
ITEM 3.
LEGAL PROCEEDINGS.
From time to time, we are subject to various legal proceedings that arise in the normal course of our business activities.
As of the date of this Annual Report on Form 10-K, we are not a party to any litigation the outcome of which, if determined
adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our results
of operations or financial position.
ITEM 4.
MINE SAFETY DISCLOSURES
None.
27
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
On March 26, 2013, we priced our initial public offering of 1,400,000 units. Each unit was sold at an offering price of
$6.00 per unit and consisted of one share of the Company’s common stock and one warrant to purchase one share of our
common stock at an exercise price of $7.80 per share. The units began trading on NASDAQ on March 27, 2013 and traded
solely as units through September 26, 2013. On September 27, 2013 (the “Separation Date”), the common stock and warrants
underlying our units automatically separated from the units and began trading separately on NASDAQ under the symbols
“NVEE” and “NVEEW”, respectively. Each warrant entitled the holder to purchase from us one share of our common stock
at an exercise price of $7.80 beginning on the Separation Date, provided that there was an effective registration statement in
effect covering the shares of common stock underlying the warrants.
On January 5, 2015, in accordance with the amended and restated warrant agreement, we notified the holders of our
outstanding public warrants that we have called our warrants for redemption. Each public warrant entitled the holder to
purchase one share of common stock at an exercise price of $7.80 per share. The public warrant holders had until
February 4, 2015 to exercise their public warrants at $7.80 per share. The redemption resulted in 408,412, or approximately
99%, of the outstanding public warrants being exercised prior to the expiration time and generated cash proceeds to the
Company of approximately $3.2 million. The remaining 4,002 public warrants that were not exercised by the expiration time
were cancelled and redeemed for the sum of $0.01 per public warrant. In connection with the redemption of all outstanding
public warrants, the trading of the Company’s warrants was suspended and the warrants were delisted from the NASDAQ.
The following table sets forth, for the calendar quarter indicated, the high and low sales prices of our common stock
as reported on the NASDAQ for the periods indicated.
Fiscal 2015:
First Quarter ..................................................................................................... $
Second Quarter ................................................................................................. $
Third Quarter .................................................................................................... $
Fourth Quarter .................................................................................................. $
Fiscal 2014:
First Quarter ..................................................................................................... $
Second Quarter ................................................................................................. $
Third Quarter .................................................................................................... $
Fourth Quarter .................................................................................................. $
Holders
Common Stock
High
Low
16.36 $
25.40 $
26.92 $
24.27 $
Common Stock
High
Low
9.92 $
10.43 $
10.08 $
14.70 $
9.90
15.55
18.56
18.29
7.52
9.00
9.00
8.80
As of March 7, 2016, there were 230 holders of record of our common stock. These numbers do not include beneficial
owners whose shares are held in “street name.”
Dividends
We have not paid cash dividends on our common stock and do not expect to do so in the foreseeable future, as we
intend to retain all earnings to provide funds for the operation and expansion of our business. The payment of cash dividends
in the future, if any, will be at the discretion of our board of directors and will depend upon such factors as the extent to which
our financing arrangements permit the payment of dividends, earnings levels, capital requirements, our overall financial
condition, and any other factors deemed relevant by our board of directors.
28
Recent Sales of Unregistered Securities
All sales of unregistered securities during the year ended December 31, 2015 were previously disclosed in a Quarterly
Report on Form 10-Q or Current Report on Form 8-K.
Issuer Purchase of Equity Securities
None.
Performance Graph
The following graph and table compare the stockholder’s cumulative total return, assuming $100 invested at
September 27, 2013 (the date of commencement of trading on NASDAQ), with all reimbursement of dividends, such as if
such amounts had been invested in: (i) our common stock; (ii) the stocks included in the Russell 2000 Index and (iii) the
stocks included in the S&P Construction & Engineering Index. The comparisons reflected in the graph and table is not
intended to forecast the future performance of our stock and may not be indicative of future performance
Company / Index
NV5 Global, Inc. ......................................................... $
Russell 2000 Index ...................................................... $
S&P 1500 Construction & Engineering Index ......... $
Base
Period
9/27/13
100 $
100 $
100 $
INDEXED RETURNS
Years Ending
12/31/13
12/31/14
113.06 $
108.68 $
107.34 $
180.56 $
114.00 $
89.16 $
12/31/15
305.28
108.97
83.58
29
ITEM 6.
SELECTED FINANCIAL DATA.
The following selected financial data was derived from our consolidated financial statements and provides summarized
information with respect to our operations and financial position. The data set forth below should be read in conjunction with
the information contained in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” and our consolidated financial statements and the notes thereto contained in Item 8, “Financial Statements and
Supplementary Data,” of this report.
Statements of Operations Data, for the years
ended December 31,
2015
2014
2013
(in thousands, except per share data)
2012
2011
Gross revenues
$
154,655 $
108,382 $
68,232 $
60,576 $
63,366
Direct costs:
Salaries and wages ...........................................
Sub-consultant services ...................................
Other direct costs .............................................
Total direct costs ..............................................
53,687
21,394
10,796
85,877
36,976
15,996
10,229
63,201
19,619
12,337
1,460
33,416
17,041
9,846
2,021
28,908
16,810
11,992
2,146
30,948
Gross Profit .....................................................
68,778
45,181
34,816
31,668
32,418
Operating Expenses:
Salaries and wages, payroll taxes and benefits
General and administrative ..............................
Facilities and facilities related .........................
Depreciation and amortization .........................
Total operating expenses .................................
34,731
11,930
4,950
3,468
55,079
22,887
8,865
3,198
1,988
36,938
19,373
6,708
3,325
1,514
30,920
18,348
6,105
3,390
1,468
29,311
17,561
6,772
3,408
1,949
29,690
Income from operations .................................
13,699
8,243
3,896
2,357
2,728
Other expense:
Interest expense ...............................................
Total other expense ...........................................
(212)
(212)
(274)
(274)
(263)
(263)
(389 )
(389 )
(376)
(376)
Income before income tax expense ..................
Other .................................................................
Income tax expense .........................................
Net income ....................................................... $
13,487
-
(4,995)
8,492 $
7,969
-
(3,076)
4,893 $
3,633
-
(874)
2,759 $
1,968
-
(675 )
1,293 $
2,352
(495) (a)
(436)
1,421
Basic earnings per share ................................ $
Diluted earnings per share ............................. $
1.25 $
1.18 $
0.96 $
0.87 $
0.75 $
0.70 $
0.58 $
0.52 $
0.73
0.66
Weighted average common shares
outstanding:
Basic .............................................................. 6,773,135 5,102,058 3,660,289 2,244,737 1,951,561
Diluted .......................................................... 7,215,898 5,592,010 3,967,056 2,485,031 2,147,176
Balance Sheet Data at December 31:
Cash and cash equivalents ................................ $
Total assets .......................................................
Long-term debt, including current portion........
Total equity .......................................................
23,476 $
111,769
11,986
80,763
6,872 $
55,390
8,132
35,605
13,868 $
44,875
6,820
28,809
2,294 $
29,963
9,829
11,369
2,762
28,000
7,071
10,522
(a) Includes discontinued operations, non-controlling interest and foreign currency translation adjustments of $33, ($530),
and $2, respectively.
30
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion of our financial condition and results of operations should be read together with the
consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K. This
discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially
from those anticipated in those forward-looking statements as a result of certain factors, including those described under
“Item 1A. Risk Factors.” Amounts presented are in thousands, except per share data.
Overview
We are a provider of professional and technical engineering and consulting solutions to public and private sector
clients. We focus on the infrastructure, energy, construction, real estate, and environmental markets. We primarily focus on
five business verticals - construction quality assurance, infrastructure, energy, program management, and environmental
solutions. Our primary clients include U.S. federal, state, municipal, and local government agencies, and military and defense
clients. We also serve quasi-public and private sector clients from the education, healthcare, energy, and public utilities,
including schools, universities, hospitals, health care providers, insurance providers, large utility service providers, and large
to small energy producers.
Recent Acquisitions
The aggregate value of all consideration for our acquisitions consummated during the years ended December 31, 2015,
2014 and 2013 was approximately $22,998, $10,100 and $3,300, respectively, before any fair value adjustments.
On July 1, 2015, we acquired all of the outstanding equity interests of The RBA Group, Inc., Engineers, Architects
and Planners (“RBA”), a New Jersey based infrastructure engineering firm focused on the provision of transportation
engineering, planning, and construction inspection, environmental engineering, civil engineering, surveying, and architecture
services to public and private clients throughout the East Coast for a purchase price of up to $13,000. At closing, we (i) paid
the RBA stockholders an aggregate of $8,000 in cash, less $1,900 held back to cover liabilities associated with RBA’s
deferred compensation plan which was paid to the RBA stockholders in July 2015, and (ii) issued the RBA stockholders
promissory notes in the aggregate principal amount of $4,000 (the “Notes”). The Notes are payable in four equal annual
installments of $1,000 each beginning on July 1, 2016. The Notes bear interest at the rate of 3.0% per annum, payable at the
time the principal payments are due, and contain such other terms as are customary for promissory notes of this type. In
addition, we may also pay as consideration a non-interest bearing earn-out of up to $1,000, subject to the achievement of
certain agreed upon financial metrics for the years ended 2016 and 2017. This additional earn-out consideration will be
payable in cash or a combination of cash and shares of our common stock. Furthermore, at closing we assumed and paid off
approximately $4,000 of RBA’s indebtedness.
On June 24, 2015, we acquired certain assets of Allwyn Priorities, LLC. (“Allwyn”), an environmental services firm
based in Phoenix, AZ, that specializes in environmental assessment, radon mitigation, NEPA planning and permitting, NQA-
1 compliance, geotechnical engineering, construction materials testing and inspection, and water resources projects. The
purchase price of up to $1,300 included up to $800 in cash and a $500 promissory note (bearing interest at 3.5%), payable in
three installments of $167, due on the first, second and third anniversaries of June 24, 2015, the effective date of the
acquisition.
On April 22, 2015, we acquired all of the outstanding equity interests of Richard J. Mendoza, Inc. (“Mendoza”), a San
Francisco based program management firm, with seven offices throughout California, that specializes in the provision of
construction program consulting services to public and private clients in the transportation and clean water/wastewater
industries. The purchase price of up to $4,000 included up to $500 in cash, a $3,000 short- term promissory note, based on
the collection of acquired accounts receivable and work in process, payable within one year, and a $500 promissory note
(bearing interest at 3%), payable in two installments of $250, due on the first and second anniversaries of April 22, 2015, the
effective date of the acquisition. In order to ultimately determine the fair values of tangible and intangible assets acquired
and liabilities assumed for Mendoza, we engaged a third party independent valuation specialist.
On January 30, 2015, we acquired all of the outstanding equity interests of Joslin, Lesser & Associates, Inc., a
Massachusetts corporation (“JLA”), a program management and owner’s representation consulting firm that primarily
services government owned facilities and public K through 12 school districts in the Boston, MA area. The purchase price of
up to $5,500 included $2,250 in cash, a $1,250 promissory note (bearing interest at 3.5%), payable in four installments of
$313, due on the first, second, third, and fourth anniversaries of January 30, 2015, the effective date of the acquisition, and
$1,000 of our common stock (89,968 shares) as of the closing date of the acquisition. The purchase price also included a non-
31
interest bearing earn-out of up to $1,000 payable in cash, notes and the Company’s common stock, subject to the achievement
of certain agreed upon metrics for calendar year 2015. The earn-out of $1,000 is non-interest bearing and was recorded at its
estimated fair value of $901, based on a probability-weighted approach valuation technique used to determine the fair value
of the contingent consideration on the acquisition date. As of December 31, 2015, the fair value of this contingent
consideration was $500 based on the financial metrics achieved for calendar year 2015.
On November 3, 2014, we acquired certain assets of Zollinger Buric, Inc. an Ohio corporation and Buric Global LLC.,
an Ohio limited liability company (collectively the “Buric Companies”). The Buric Companies are based in Cleveland, Ohio.
The Buric Companies provide program management and construction claims consulting services, as well as building
information modeling, critical path scheduling, surety consulting, and litigation support. The purchase price of up to $1,000,
included a $300 uncollateralized 3% interest bearing promissory note. The note is payable in three equal payments of $100
due on the first, second and third anniversaries of November 3, 2014, the effective date of the acquisition.
On June 30, 2014, we acquired certain assets of Owner’s Representative Services, Inc. (“ORSI”), a program
management firm specializing in healthcare facilities development and construction projects. The purchase price of up to
$1,300 consisted of $400 in cash, a $450 non-interest bearing promissory note, and $150 of our common stock (14,918 shares)
as of the closing date, which were issued in July 2014. The purchase price also included a non-interest bearing earn-out of
$300 payable in cash and the Company’s common stock, subject to the achievement of a certain agreed upon metric for
calendar year 2014, and was payable on March 31, 2015. The earn-out payment was recorded at its estimated fair value based
on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on
the acquisition date. During 2014, the agreed upon metric was met and the earn-out was achieved. As of December 31, 2014,
the estimated fair value of this contingent consideration was approximately $285. The purchase price also included a $450
uncollateralized non-interest bearing promissory note, with an imputed interest rate of 3.75%. This note is payable in two
equal payments of $225 due on the first and second anniversaries of June 30, 2014, the effective date of the acquisition. The
carrying value of this note was approximately $221 and $434 as of December 31, 2015 and 2014, respectively.
On March 21, 2014, we acquired all of the outstanding equity interests of NV5, LLC, a North Carolina limited liability
company (formerly known as AK Environmental, LLC), a natural gas pipeline inspection, construction management and
environmental consulting firm, primarily servicing the Northeast, Mid-Atlantic and Southeast United States. The purchase
price of $7,000 included $3,500 in cash, a $3,000 promissory note (bearing interest at 3.0%), payable in three installments of
$1,000 due on the first, second and third anniversaries of March 21, 2014, the effective date of the acquisition, and $500 of
our common stock (64,137 shares) as of the closing date of the acquisition.
On January 31, 2014, we acquired certain assets of Air Quality Consulting Inc. (“AQC”) located in Tampa, Florida,
which specializes in occupational health, safety and environmental consulting. The purchase price of up to $815 consisted of
$250 in cash, a $300 non-interest bearing promissory note and $150 of our common stock (18,739 shares) as of the closing
date. The purchase price also included a non-interest bearing earn-out of $115 payable in cash, subject to the achievement of
a certain agreed upon metric for calendar year 2014, and was payable on April 1, 2015. The earn-out payment was recorded
at estimated fair value based on a probability-weighted approach valuation technique used to determine the fair value of the
contingent consideration on the acquisition date. AQC did not meet the agreed upon metric and as of December 31, 2014, the
estimated fair value of this contingent consideration was $0. The purchase price included a $300 uncollateralized non-interest
bearing promissory note, with an imputed interest rate of 3.75%. The note is payable in two equal payments of $150 due on
the first and second anniversaries of January 31, 2014, the effective date of the acquisition. The carrying value of this note
was approximately $150 and $294 as of December 31, 2015 and 2014, respectively.
On August 12, 2013, we acquired certain assets and assumed certain liabilities of Dunn Environmental, Inc.(“Dunn”).
The purchase price consisted of an uncollateralized promissory note in the aggregate principal amount of approximately $92,
bearing interest at 4.0%, payable in two equal payments of approximately $46 each due on the first and second anniversaries
of August 12, 2013, the effective date of the acquisition. The outstanding balance of this note was $0 and $46 as of
December 31, 2015 and 2014, respectively.
On July 8, 2013, we acquired certain assets and assumed certain liabilities of the Tampa, Florida division of Pitman-
Hartenstein & Associates. The purchase price included an uncollateralized promissory note in the aggregate principal amount
of $168, bearing interest at 4.0%, payable in two equal payments of $84 each due on December 31, 2013 and December 31,
2014. The outstanding balance of this note was $0 as of both December 31, 2015 and 2014, respectively.
32
On April 30, 2013, we acquired certain assets and assumed certain liabilities of Consilium Partners (“Consilium”).
The purchase price included an uncollateralized promissory note in the aggregate principal amount of $200, bearing interest
at 4.0%, payable in three equal payments of approximately $67 each, and due on the first, second and third anniversaries of
April 30, 2013, the effective date of the acquisition. The outstanding balance of this note was $67 and $133, as of
December 31, 2015 and 2014, respectively.
On February 1, 2016, the Company acquired Sebesta, Inc. (“Sebesta”), a St. Paul, Minnesota-based mechanical,
electrical and plumbing (“MEP”) engineering and energy management company. Primary clients include federal and state
governments, power and utility companies, and major educational, healthcare, industrial and commercial property owners
throughout the United States. Sebesta’s staff numbers 175 and operates from 12 offices in the Midwest, Texas, Mid-Atlantic
and Northeast. The purchase price of this acquisition was $14,000 made entirely in cash from internal sources without using
debt.
These acquisitions expanded the Company’s infrastructure, environmental and project management services and allow
NV5 Global to offer these services on a broader scale within its existing network. In addition, these acquisitions strengthen
NV5 Global’s geographic diversification and allow the Company to continue expanding its national footprint.
The acquisitions above have had, or can be expected to have, a significant effect on the comparability of recent or
future results of operations. All of our acquisitions have been accounted for as business combinations and the results of
operations of the acquisitions have been included in our consolidated results since the dates of the acquisitions.
Key Trends, Developments and Challenges
Initial public offering. On March 26, 2013, the Company priced its initial public offering of 1,400,000 units. Each unit
was sold at an offering price of $6.00 per unit and 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. The units began trading on
the NASDAQ Capital Markets (“NASDAQ”) on March 27, 2013 and traded solely as units through September 26, 2013. The
units sold in our initial public offering were registered under the Securities Act on a registration statement on Form S-1 (No.
333-186229), which was declared effective by the SEC on March 26, 2013. On March 28, 2013, the underwriter of the
offering exercised its option to purchase up to an additional 210,000 units, solely to cover over-allotments. The closing of
the offering occurred, and was recorded, on April 2, 2013, upon which we received net proceeds of approximately $8,100
after deducting fees associated with the initial public offering and issued 1,610,000 units. In addition, upon closing, the
underwriter received a warrant to acquire up to 140,000 units at an exercise price of $7.20 per unit. The underwriter can
exercise these warrants until March 26, 2016, at which time the warrant expires. Each of these units consist 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.
Separation of the Company’s units and warrant exercises. On September 27, 2013, the common stock and warrants
comprising the Company’s units began trading separately on NASDAQ under the symbols “NVEE” and “NVEEW”,
respectively. In connection with the separate trading of the common stock and warrants, the Company’s units ceased trading
under the symbol “NVEEU” on the close of the markets on September 26, 2013 and the units were delisted from NASDAQ.
On September 27, 2013, the warrants became exercisable at an exercise price of $7.80 per share. The warrant exercise
period was scheduled to expire on March 27, 2018 or earlier upon our redemption.
On September 27, 2013 and continuing until October 11, 2013 (the “Temporary Reduction Expiration Time”), we
temporarily reduced the exercise price of all of our outstanding public warrants from $7.80 per share to $6.00 per share. All
such warrants properly exercised in accordance with their respective terms prior to the end of the Temporary Reduction
Expiration Time were accepted by the Company at the reduced $6.00 per share exercise price and one share of the Company’s
registered common stock per warrant was issued to the exercising warrant holder. After the Temporary Reduction Expiration
Time, the exercise price of the public warrants automatically reverted to the warrant exercise price of $7.80 per share included
in the original terms of the public warrants and the reduced exercise price was no longer in effect. Except for the reduced
$6.00 per share exercise price of the warrants during the Temporary Reduction Expiration Time, the terms of the public
warrants remain unchanged. During the Temporary Reduction Expiration Time, 1,196,471 public warrants, or approximately
74% of the outstanding public warrants were exercised at the reduced exercise price of $6.00 per share. The temporary
reduction in the warrant exercise price generated net cash proceeds to the Company of approximately $6,600 after fees
associated with the temporary reduction in the warrant exercise price and offering expenses.
33
Secondary offering
On May 22, 2015, the Company priced a secondary offering of 1,430,000 shares of the Company’s common stock.
Each share was sold at an offering price of $19.50 per share. The shares sold were registered under the Securities Act, on an
effective registration statement on Form S-3 and an effective registration statement filed with the SEC on Form S-3MEF
(Registration Nos. 333-198113 and 333-204362) pursuant to Rule 462(b) under the Securities Act. On May 28, 2015, the
underwriters of the offering exercised their option to purchase up to an additional 214,500 shares, solely to cover over-
allotments. The closing of the offering occurred, and was recorded, on May 28, 2015, upon which we received net proceeds
of approximately $29,400 after deducting the underwriting discount and estimated offering expenses payable by the Company
and issued 1,644,500 shares.
Warrant exercise
On January 5, 2015, in accordance with the amended and restated warrant agreements, we notified the holders of our
outstanding public warrants that we had called our warrants for redemption. Each public warrant entitled the holder to
purchase one share of the Company’s common stock at an exercise price of $7.80 per share. The public warrant holders had
until February 4, 2015 to exercise their public warrants at $7.80 per share. The redemption resulted in 408,412, or
approximately 99%, of our outstanding public warrants being exercised prior to the expiration time and generated cash
proceeds of approximately $3,200. The remaining 4,002 public warrants that were not exercised by the expiration time were
cancelled and redeemed for the sum of $0.01 per public warrant. In connection with the redemption of all outstanding public
warrants, the trading of the Company’s public warrants was suspended and the warrants were delisted from the NASDAQ.
Shift in service mix. We group our capabilities into five core vertical service offerings. Historically, we have
concentrated on the verticals of (i) infrastructure, engineering and support services and (ii) construction quality assurance.
We believe, however, that further development of three additional service offerings of (i) program management, (ii) energy
services, and (iii) environmental services will become increasingly important to our business as we continue to grow
organically and through strategic acquisitions. Gross revenues derived from these three types of services offerings are mostly
generated under cost-reimbursable contacts. The methods of billing for these three services are expected to include both time
and materials or cost-plus basis.
Tax credit dispute. We are currently under examination by the CFTB about certain research and development tax
credits generated and included on the tax returns of an acquired company for the years 2005 to 2009. Fiscal years 2005
through 2015 are considered open tax years in the State of California and 2012 through 2015 in the U.S. federal jurisdiction
and other state jurisdictions. At December 31, 2015, the Company had $570 of unrecognized tax benefits.
Components of Income and Expense
Revenues
We enter into contracts with our clients that contain two principal types of pricing provisions: cost-reimbursable and
fixed-price. The majority of our contracts are cost-reimbursable contracts that fall under the relatively low-risk subcategory
of time and materials contracts.
Cost-reimbursable contracts. Cost-reimbursable contracts consist of two similar contract types: time and materials
contracts and cost-plus contracts.
• 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 a fixed-price
element in the form of 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.
These contracts provide for reimbursement of the actual costs and overhead (predetermined rates) we incur, plus
a predetermined fee. Under some cost-plus contracts, our fee may be based on quality, schedule, and other
performance factors.
For the years ended December 31, 2015, 2014 and 2013, cost-reimbursable contracts represented approximately 93%,
90% and 90%, respectively, of our total revenues.
34
Fixed-price contracts. Fixed-price contracts also consist of two contract types: lump-sum contracts and fixed-unit
price contracts.
• 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.
• 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.
For the years ended December 31, 2015, 2014 and 2013, fixed-price contracts represented approximately 7%, 10%
and 10%, respectively, of our total revenues.
Revenues from engineering services are recognized in accordance with the accrual basis of accounting. Revenues
under cost-reimbursable contracts are recognized when services are performed and revenues from fixed-price contracts are
recognized on the percentage-of-completion method, generally measured by the direct costs incurred to date as compared to
the estimated total direct costs for each contract. See “– Critical Accounting Policies and Estimates – Revenue Recognition.”
Direct Costs of Revenues (excluding depreciation and amortization)
Direct costs of revenues consist primarily of that portion of technical and non-technical salaries and wages incurred in
connection with fee generating projects. Direct costs of revenues also include production expenses, subconsultant services,
and other expenses that are incurred in connection with our fee generating projects. Direct costs of revenues exclude that
portion of technical and non-technical salaries and wages related to marketing efforts, vacations, holidays, and other time not
spent directly generating fees under existing contracts. Such costs are included in operating expenses. Additionally, payroll
taxes, bonuses, and employee benefit costs for all of our personnel, facilities costs, and depreciation and amortization are
included in operating expenses since no allocation of these costs is made to direct costs of revenues. We expense direct costs
of revenues when incurred.
Operating Expenses
Operating expenses include the costs of the marketing and support staffs, other marketing expenses, management and
administrative personnel costs, payroll taxes, bonuses and employee benefits for all of our employees and the portion of
salaries and wages not allocated to direct costs of revenues for those employees who provide our services. Operating expenses
also include facility costs, depreciation and amortization, professional services, legal and accounting fees, and administrative
operating costs. We expense operating costs when incurred.
Jumpstart Our Business Startups Act of 2012
We are an emerging growth company within the meaning of the rules under the Securities Act, and we will utilize
certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth
companies. For example, we will not have to provide an auditor’s attestation report on our internal controls in this Annual
Report on Form 10-K for the year ended December 31, 2015 and in future annual reports on Form 10-K as otherwise required
by Section 404(b) of the Sarbanes-Oxley Act. The JOBS Act also permits us, as an “emerging growth company,” to take
advantage of an extended transition period to comply with new or revised accounting standards applicable to public
companies. We are choosing to “opt out” of this provision and, as a result, we will comply with new or revised accounting
standards when they are required to be adopted by issuers. This decision to opt out of the extended transition period under
the JOBS Act is irrevocable.
Critical Accounting Policies and Estimates
The discussion of our financial condition and results of operations is based upon our financial statements, which have
been prepared in accordance with GAAP. During the preparation of these financial statements, we are required to make
estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related
disclosures. On an ongoing basis, we evaluate our estimates and assumptions, including those discussed below. We base our
estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances.
The results of our analysis form the basis for making assumptions about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or
conditions, and the impact of such differences may be material to our financial statements. Our estimates and assumptions
35
are evaluated periodically and adjusted when necessary. The more significant estimates affecting amounts reported in our
consolidated financial statements relate to the revenue recognition on the percentage-of-completion method, allowances for
doubtful accounts, valuation of our intangible assets, contingent consideration and income taxes.
We believe that the following critical accounting policies involve our more significant judgments and estimates used
in the preparation of our financial statements. For further information on all of our significant policies, see Note 2 to our
consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Revenue Recognition
Revenues from engineering services are recognized in accordance with the accrual basis of accounting. Revenues
under cost-reimbursable contracts are recognized when services are performed and revenues from fixed-price contracts are
recognized on the percentage-of-completion method, generally measured by the direct costs incurred to date as compared to
the estimated total direct costs for each contract. We include other direct costs (for example, third-party field labor,
subcontractors, or the procurement of materials or equipment) in revenues and cost of revenue when the costs of these items
are incurred and we are responsible for the ultimate acceptability of such costs. Recognition of revenue under this method is
dependent upon the accuracy of a variety of estimates, including engineering progress, materials quantities, 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 revenue recognized to date, these
losses or reductions are recognized in the period in which the revisions are determined. The cumulative effect of revisions to
revenues, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, anticipated
losses and others are recorded 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 operation for that reporting period may
be material depending on the size of the project or the adjustment.
Change orders and claims typically result from changes in scope, specifications, design, performance, materials, sites,
or period of completion. Costs related to change orders and claims are recognized when incurred. Change orders are included
in total estimated revenue when it is probable that the change order will result in an addition to the contract value and can be
reliably estimated.
Federal Acquisition Regulations (“FAR”), which are applicable to our 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.
Unbilled work results when the appropriate revenue has been recognized when services are performed or based on the
percentage-of-completion accounting method but the revenue recorded has not been billed due to the billing terms defined in
the contract. Unbilled amounts as of the reporting date are included within accounts receivable in the accompanying
consolidated balance sheets. In certain circumstances, the contract may allow for billing terms that result in the cumulative
amounts billed being 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.
Allowance for Doubtful Accounts
We record billed and unbilled receivables net of an allowance for doubtful accounts. The allowance is estimated based
on management’s evaluation of the contracts involved and the financial condition of clients. Factors considered include,
among other things, client type (federal government or private client), historical performance, historical collection trends,
and general economic conditions. The allowance is increased by our provision for doubtful accounts, which is charged against
income. All recoveries on receivables previously charged off are credited to the accounts receivable recovery account and
are included in income, while direct charge-offs of receivables are deducted from the allowance. Although we believe the
allowance for doubtful accounts is sufficient, a decline in economic conditions could lead to the deterioration in the financial
condition of our customers, resulting in an impairment of their ability to make payments, and additional allowances may be
required that could materially impact our consolidated results of operations. Trade receivable balances carried by us are
comprised of accounts from a diverse client base across a broad range of industries; however, there are concentrations of
revenues and accounts receivable from California-based projects, government and government-related contracts, and one
customer within the government sector.
36
Goodwill and Related Intangible Assets
Goodwill is the excess of consideration paid for an acquired entity over the amounts assigned to assets acquired,
including other identifiable intangible assets and liabilities assumed in a business combination. To determine the amount of
goodwill resulting from a business combination, the Company performs an assessment to determine the fair value of the
acquired company’s tangible and identifiable intangible assets and liabilities.
Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances
indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the
existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting
unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors,
overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then
performing the two-step quantitative impairment test is unnecessary. The two-step impairment test requires a comparison of
the carrying value of the assets and liabilities associated with a reporting unit, including goodwill, with the fair value of the
reporting unit. The Company determines fair value through multiple valuation techniques, and weighs the results accordingly.
We are 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 our reporting units. If the carrying
value of the reporting unit exceeds the fair value of the reporting unit, the Company would calculate the implied fair value of
its reporting unit goodwill as compared to the carrying value of its reporting unit goodwill to determine the appropriate
impairment charge, if any. We have elected to perform our annual goodwill impairment review on August 1 of each year. On
August 1, 2015, 2014 and 2013, we conducted our annual impairment tests on the goodwill using the quantitative method of
evaluating goodwill. Based on these quantitative analyses, we determined the fair value of each of our reporting units
exceeded the carrying value of the reporting unit. Therefore, the goodwill was not impaired and the Company did not
recognize an impairment charge relating to goodwill as of August 1, 2015, 2014 and 2013. There were no indicators, events
or changes in circumstances to indicate that goodwill was impaired during the years ended December 31, 2015, 2014 and
2013.
Identifiable intangible assets primarily include customer backlog, customer relationships, tradenames and non-
compete agreements. Amortizable intangible assets are amortized 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 is measured as the difference between fair value
and carrying value, with fair value typically based on a discounted cash flow model. The Company did not recognize an
impairment charge relating to amortizable intangible assets during the years ended December 31, 2015, 2014 and 2013.
An adjustment to the carrying value of goodwill and/or identifiable intangible assets could materially impact the
consolidated results of operations.
Contingent Consideration
The fair values of earn-out arrangements are included as part of the purchase price of the acquired companies on their
respective acquisition dates. We estimated the fair value of contingent earn-out payments as part of the initial purchase price
consideration and record the estimated fair value of contingent consideration as a liability on the consolidated balance sheet
as of the acquisition date. We consider several factors when determining that contingent earn-out liabilities are part of the
purchase price, including the following: (i) the valuation of our 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 acquired companies that remain as key employees receive compensation other
than contingent earn-out payments at a reasonable level compared with the compensation of our other key employees. The
contingent earn-out payments are not affected by employment termination.
We measure our earn-out (contingent consideration) liabilities recognized in connection with business combinations
at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy. We
use a probability-weighted approach as a valuation technique to determine the fair value of the contingent consideration on
the acquisition date and at each reporting period until the contingency is ultimately resolved. The significant unobservable
inputs used in the fair value measurements are projections over the earn-out period (generally one year), and the probability
outcome percentages we assign 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
the difference
earn-out obligation. Ultimately,
liability will be equivalent
the amount paid, and
the
to
37
between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to
the contingent earn-out liability on the acquisition date is reflected as cash used in financing activities in our consolidated
statements of cash flows. Any amount paid in excess of the contingent earn-out liability on the acquisition date is reported
in operating income.
We review and re-assess the estimated fair value of contingent consideration on a quarterly basis, and the updated fair
value could differ materially from the initial estimates. Adjustments to the estimated fair value related to changes in all other
unobservable inputs are reported in operating income.
Income Taxes
We account 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 our 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 we operate. Management periodically assesses
the need for a valuation allowance based on our 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. In evaluating the
amount, if any, of the consolidated financial statement benefit of a tax position, management is also required to make
assumptions and to apply judgment. Fiscal years 2005 through 2015 are considered open tax years in the State of California
and 2012 through 2015 in the U.S. federal jurisdiction and other state jurisdictions. The Company applies the uncertain tax
position guidance to all tax positions for which the statute of limitations remains open. Our policy is to classify interest and
penalties as income tax expense.
38
RESULTS OF OPERATIONS
Consolidated Results of Operations
The following table represents our condensed results of operations for the periods indicated (dollars in thousands and
as of a percentage of gross revenues):
2015
Years Ended December 31,
2014
2013
Gross revenues ............................. $
154,655
100.0% $
108,382
100.0% $
68,232
100.0%
Direct costs ...................................
85,877
55.5%
63,201
58.3%
33,416
49.0%
Gross profit ..................................
68,778
44.5%
45,181
41.7%
34,816
51.0%
Operating expenses ......................
55,079
35.6%
36,938
34.1%
30,920
45.3%
Income from operations ...............
13,699
8.9%
8,243
7.6%
3,896
5.7%
Other expense (net) .......................
(212)
-0.1%
(274)
-0.3%
(263)
-0.5%
Income tax expense .......................
(4,995)
-3.2%
(3,076)
-2.8%
(874)
-1.3%
Net income ................................... $
8,492
5.5% $
4,893
4.5% $
2,759
4.0%
Year ended December 31, 2015 compared to year ended December 31, 2014
Gross revenues.
Our consolidated revenues increased approximately $46,273 or approximately 42.7%, for the year ended
December 31, 2015, compared to 2014. The increase in revenues is due primarily to organic growth from our existing
platform as well as the contribution from various acquisitions completed in 2015 and 2014. Excluding revenues from
acquisitions closed during 2015, our revenues increased approximately $9,483, or approximately 9%, for the year ended
December 31, 2015, compared to 2014. The growth in revenues was primarily attributable to increases in energy transmission
and distribution services; construction materials testing and engineering services; and program and construction management
services. We are currently unaware of any delays in current projects and therefore are not anticipating such to influence future
revenues. Such revenues could be affected by changes in economic conditions and the impact thereof on our public and quasi-
public sector funded projects.
Direct costs.
Our direct costs increased approximately $22,676 or approximately 35.9%, for the year ended December 31, 2015,
compared to 2014. The increase in direct costs compared to 2014 is primarily due to an increase in our utilization of billable
employees in 2015 due to an increase in projects and direct costs incurred from operations of businesses acquired after 2014.
Excluding acquisitions closed during 2015, our direct costs increased approximately $4,369, or approximately 7%, for the
year ended December 31, 2015, compared to 2014. Direct costs of contracts include direct labor and all costs incurred in
connection with and directly for the benefit of client contracts. The level of direct costs of contracts may fluctuate between
reporting periods due to a variety of factors, including the amount of sub-consultant costs we incur during a period. On those
projects where we are responsible for subcontract labor or third-party materials and equipment, we reflect the amounts of
such items in both gross revenues and costs. To the extent that we incur a significant amount of pass-through costs in a period,
our direct costs of contracts are likely to increase as well.
39
As a percentage of gross revenues, direct costs of contracts were 55.5%, for the year ended December 31, 2015, as
compared to 58.3% in 2014. The improved gross margins were due primarily to the increase in utilization and reduction of
sub-consultants used to perform services. The relationship between direct costs of contracts and revenues will fluctuate
between reporting periods depending on a variety of factors, including the mix of business during the reporting periods being
compared as well as the level of margins earned from the various types of services provided. As revenues from sub-consultant
costs typically have lower margin rates associated with them, it is not unusual for us to experience an increase or decrease in
such revenues without experiencing a corresponding increase or decrease in our gross margins and income from operations.
Operating expenses.
Our operating expenses increased approximately $18,141, or 49.1%, for the year ended December 31, 2015, compared
to 2014. The increase in operating expenses was due primarily to integration costs from businesses acquired subsequent to
December 31, 2014. Excluding operating expenses from acquisitions closed during 2015, our operating expenses increased
approximately $4,648, or approximately 13%. During the years ended December 31, 2015 and 2014, acquisition related
expenses were approximately $719 and $292, respectively. Also contributing to the increase in operating expenses is the
increase in amortization of intangible assets. During the years ended December 31, 2015 and 2014, amortization of intangible
assets was approximately $2,624 and $1,427, respectively. Operating expenses typically fluctuate as a result of changes in
headcount (both corporate and field locations) and the amount of spending required to support our professional services
activities, which normally require additional overhead costs. Therefore, when our professional services revenues increase or
decrease, it is not unusual to see a corresponding change in operating expenses.
Income taxes.
Our consolidated effective income tax rate was 37.0% for the year ended December 31, 2015. The difference between
the effective tax rate and the combined statutory federal and state tax rate of 39.0% is principally due to the domestic
production activities deduction. Our consolidated effective income tax rate was 38.6% for the year ended December 31, 2014.
The difference between the effective tax rate and the combined statutory federal and state tax rate of 39.0% is principally due
to the domestic production activities deduction and research and development credits as well as higher tax deductions realized
on our 2013 federal and state tax returns filed during the third quarter of 2014, offset by the recording of $550 of unrecognized
tax benefits.
Year ended December 31, 2014 compared to year ended December 31, 2013
Gross revenues.
Our revenues increased approximately $40,150 or approximately 58.8%, for the year ended December 31, 2014,
compared to 2013. The increase in revenues is due primarily to organic growth from our existing platform as well as the
contribution from various acquisitions completed in 2014. Excluding revenues from acquisitions closed during 2014, our
revenues increased approximately $12,800, or approximately 19%, for the year ended December 31, 2014, compared to 2013.
The growth in revenues was primarily attributable to increases in transportation services; energy transmission and distribution
services; construction materials testing and engineering services; and program and construction management services.
Direct costs.
Our direct costs increased approximately $29,785, or approximately 89.16%, for the year ended December 31, 2014,
compared to 2013. The increase in direct costs compared to 2013 is primarily due to an increase in our utilization of billable
employees in 2014 due to an increase in projects and direct costs incurred from operations of businesses acquired after
December 31, 2013. Excluding direct costs from acquisitions closed during 2014, our direct costs increased approximately
$8,200, or approximately 24%, for the year ended December 31, 2014, compared to 2013. Direct costs of contracts include
direct labor and all costs incurred in connection with and directly for the benefit of client contracts. The level of direct costs
of contracts may fluctuate between reporting periods due to a variety of factors, including the amount of sub-consultant costs
we incur during a period. On those projects where we are responsible for subcontract labor or third-party materials and
equipment, we reflect the amounts of such items in both gross revenues and costs. To the extent that we incur a significant
amount of pass-through costs in a period, our direct costs of contracts are likely to increase as well.
As a percentage of gross revenues, direct costs of contracts were 58.3%, for the year ended December 31, 2014, as
compared to 49.0% in 2013. The decrease in gross profit percentage for the year ended December 31, 2014, was primarily
due to lower gross profit margin generated by NV5, LLC acquired during 2014. NV5, LLC is a technical staffing business in
the energy industry, which is generally a high volume and lower margin business. However, the administrative overhead
costs (i.e., indirect labor, facilities costs, etc.) for this type of operation are typically lower than our other service lines. The
40
relationship between direct costs of contracts and revenues will fluctuate between reporting periods depending on a variety
of factors, including the mix of business during the reporting periods being compared as well as the level of margins earned
from the various types of services provided. As revenues from sub-consultant costs typically have lower margin rates
associated with them, it is not unusual for us to experience an increase or decrease in such revenues without experiencing a
corresponding increase or decrease in our gross margins and income from operations.
Operating expenses.
Our operating expenses increased approximately $6,018, or 19.5%, for the year ended December 31, 2014, compared
to 2013. The increase in operating expenses was due primarily to integration costs from businesses acquired subsequent to
December 31, 2013. Operating expenses typically fluctuate as a result of changes in headcount (both corporate and field
locations) and the amount of spending required to support our professional services activities, which normally require
additional overhead costs. Therefore, when our professional services revenues increase or decrease, it is not unusual to see a
corresponding change in operating expenses.
As a percentage of revenues, operating expenses were 34.1%, for the year ended December 31, 2014, as compared to
45.3%, for 2013. This decrease was the result of the increase in utilization of our professional staff compared to the same
period last year, internal focus on performance optimization and the scalability of operations.
Income taxes.
Our consolidated effective income tax rate was 38.6% for the year ended December 31, 2014. The difference between
the effective tax rate and the combined statutory federal and state tax rate of 39.0% is principally due to the domestic
production activities deduction and research and development credits as well as higher tax deductions realized on our 2013
federal and state tax returns filed during the third quarter of 2014, offset by offset by the recording of $550 of unrecognized
tax benefits. Our consolidated effective income tax rate was 24.1% for the year ended December 31, 2013. The reduction in
the effective tax rate compared to the combined statutory federal and state tax rate of 39.0% is principally due to the domestic
production activities deduction as well as higher tax deductions realized on our 2012 federal and state tax returns filed during
the third quarter of 2013. The effective tax rate for the year ended December 31, 2013 also includes the discrete federal tax
benefit of $168 related to the retroactive legislative reinstatement on January 2, 2013 of the research and development tax
credit for the year ended December 31, 2012, which is required to be included in the period the reinstatement was enacted
into law.
Segment Results of Operations
The following tables set forth summarized financial information concerning our reportable segments (dollars in
thousands):
Year Ended
December 31, December 31, December 31,
2014
2013
2015
Gross revenues
INF ..................................................................................................... $
CQA ...................................................................................................
PM ......................................................................................................
Elimiantion of inter- segment revenues ..............................................
Total gross revenues ....................................................................... $
84,873 $
29,100
41,944
(1,262)
154,655 $
64,325 $
25,201
19,561
(705)
108,382 $
Operating income
INF ..................................................................................................... $
CQA ...................................................................................................
PM ......................................................................................................
Corporate (1) ........................................................................................
Total operating income ................................................................... $
10,462 $
5,120
9,651
(11,746)
13,487 $
6,847 $
5,720
3,619
(8,217)
7,969 $
35,786
17,399
15,756
(709 )
68,232
3,700
4,319
2,655
(7,041 )
3,633
(1) Includes amortization of intangibles of $2,624, $1,427 and $978 for the years ended December 31, 2015, 2014 and 2013,
respectively.
41
Year ended December 31, 2015 compared to year ended December 31, 2014
Our revenues from INF reportable segment increased approximately $20,548 or approximately 31.9%, for the year
ended December 31, 2015, compared to 2014. Excluding revenues from acquisitions closed during 2015, our revenues from
INF increased approximately $2,935, or approximately 5%, for the year ended December 31, 2015, compared to 2014. The
growth in revenues was primarily attributable to increases in energy transmission and distribution services.
Operating income from INF increased $3,615, or 52.8%, for the year ended December 31, 2015, compared to 2014.
The increase in operating income is primarily due to increased revenues from organic growth and the contributions from
acquisitions completed in 2015 discussed above.
Our revenues from CQA reportable segment increased approximately $3,899 or approximately 15.5%, for the year
ended December 31, 2015, compared to 2014. Excluding revenues from acquisitions closed during 2015, our revenues from
CQA increased approximately $1,000, or approximately 3%, for the year ended December 31, 2015, compared to 2014. The
growth in revenues was primarily attributable to increases in construction materials testing and engineering services partially
offset by decreases in revenues from code compliance services.
Operating income from CQA decreased $600, or 10.5%, for the year ended December 31, 2015, compared to 2014.
The decrease in operating income is primarily due to the change in mix of services performed in 2015 compared to 2014.
Our revenues from PM reportable segment increased approximately $22,383 or approximately 114.4%, for the year
ended December 31, 2015, compared to 2014. Excluding revenues from acquisitions closed during 2015, our revenues from
PM increased approximately $6,342, or approximately 32%, for the year ended December 31, 2015, compared to 2014. The
growth in revenues was primarily attributable to increases in civil and facilities program management and construction
management services.
Operating income from PM increased $6,032, or 167%, for the year ended December 31, 2015, compared to 2014.
The increase in operating income is primarily due to increased revenues from organic growth and from the contributions from
acquisitions completed in 2015 discussed above.
Year ended December 31, 2014 compared to year ended December 31, 2013
Our revenues from INF reportable segment increased approximately $28,539 or approximately 79.7%, for the year
ended December 31, 2014, compared to 2013. Excluding revenues from acquisitions closed during 2014, our revenues from
INF increased approximately $3,157, or approximately 9%, for the year ended December 31, 2014, compared to 2013. The
growth in revenues was primarily attributable to increases in transportation and energy transmission and distribution services.
Operating income from INF increased $3,147, or 85.1%, for the year ended December 31, 2014, compared to 2013.
The increase in operating income is primarily due to the increased revenues from organic growth and from the contributions
of acquisitions completed in 2014 discussed above.
Our revenues from CQA reportable segment increased approximately $7,802 or approximately 44.8%, for the year
ended December 31, 2014, compared to 2014. Excluding revenues from acquisitions closed during 2014, our revenues from
CQA increased approximately $6,721, or approximately 39%, for the year ended December 31, 2014, compared to 2013. The
growth in revenues was primarily attributable to increases in construction materials testing and engineering and code
compliance services.
Operating income from CQA increased $1,401, or 32.4%, for the year ended December 31, 2014, compared to 2013.
The increase in operating income is primarily due to the increased revenues from organic growth and from the contributions
from acquisitions completed in 2014 discussed above.
Our revenues from PM reportable segment increased approximately $3,805 or approximately 24.1%, for the year
ended December 31, 2014, compared to 2013. Excluding revenues from acquisitions closed during 2014, our revenues from
PM increased approximately $2,895, or approximately 18%, for the year ended December 31, 2014, compared to 2013. The
growth in revenues was primarily attributable to increases in civil and facilities program management and construction
management services.
Operating income from PM increased $964, or 36.3%, for the year ended December 31, 2014, compared to 2013. The
increase in operating income is primarily due to the increased revenues from organic growth and from the contributions from
acquisitions completed in 2014 discussed above.
42
LIQUIDITY AND CAPITAL RESOURCES
Our principal sources of liquidity are our cash and cash equivalents balances, cash flow from operations, lines of credit,
and access to financial markets. Our principal uses of cash are operating expenses, working capital requirements, capital
expenditures, repayment of debt, and acquisition expenditures. We believe our sources of liquidity, including cash flow from
operations, existing cash and cash equivalents, which include proceeds from our initial public offering, proceeds from the
exercise of warrants issued in connection therewith, proceeds from our recent secondary offering, and borrowing capacity
under our credit facility will be sufficient to meet our projected cash requirements for at least the next twelve months. This
includes the increased operating expenses we began to incur in April 2013 and will continue to incur in connection with
becoming a publicly traded company, such as financial and accounting personnel we have hired or will hire and our planned
strategic acquisition activity for at least the next twelve months. We will monitor our capital requirements thereafter to ensure
our needs are in line with available capital resources.
We believe our experienced employees and management team are our most valuable resources. Attracting, training,
and retaining key personnel have been and will remain critical to our success. To achieve our human capital goals, we intend
to remain focused on providing our personnel with entrepreneurial opportunities to increase client contact within their areas
of expertise and to expand our business within our service offerings.
Cash Flows
As of December 31, 2015, our cash and cash equivalents totaled $23,476 and accounts receivable, net of allowance
for doubtful accounts, totaled $47,747, compared to $6,872 and $27,015, respectively, on December 31, 2014. As of
December 31, 2015, our accounts payable and accrued liabilities were $6,658 and $9,564, respectively, compared to $5,335
and $4,763, respectively, on December 31, 2014. Also, as of December 31, 2015, we had notes payable, stock repurchase
obligations, and contingent considerations of $10,707, $0, and $1,279, respectively, compared to $6,256, $935 and $941,
respectively, on December 31, 2014.
Operating activities
For the year ended December 31, 2015, net cash provided by operating activities amounted to $5,972, primarily
attributable to net income of $8,492, which included non-cash charges of $5,164 from stock based compensation and
depreciation and amortization, and decreases of $2,351 in accounts payable and accrued liabilities partially offset by an
increase of $4,846 in accounts receivable. During 2015, we made income tax payments of approximately $4,371.
For the year ended December 31, 2014, net cash provided by operating activities amounted to $1,420 primarily
attributable to net income of $4,893 which included non-cash charges of $2,740 from stock based compensation and
depreciation and amortization, and increases of $1,715 in accounts payable and accrued liabilities, which is offset by an
increase of $7,591 in accounts receivable. During 2014, we made income tax payments of approximately $1,767.
For the year ended December 31, 2013, net cash provided by operating activities amounted to $3,421 primarily
attributable to net income of $2,759 which included non-cash charges of $1,879 from stock based compensation and
depreciation and amortization, and increases of $1,008 in accounts payable and accrued liabilities partially offset by decreases
of $1,793 in deferred and income taxes payable. During 2013, we made income tax payments of approximately $2,416, which
included payment of 2012 income taxes as a result of our acquisition of NV5 during 2010 whereby NV5 was required to
switch from a cash basis taxpayer to an accrual basis taxpayer. The phase-in period for this required tax accounting method
change was completed in 2012.
Investing activities
For the year ended December 31, 2015, net cash used in investing activities amounted to $11,028, primarily resulting
from cash used for our acquisitions during 2015 of $10,427 and the purchase of property and equipment of $601 for our
ongoing operations.
For the year ended December 31, 2014, net cash used in investing activities amounted to $5,475 primarily resulting
from cash used for our acquisitions during 2014 of $4,650 and the purchase of property and equipment of $825 for our
ongoing operations.
For the year ended December 31, 2013, net cash used in investing activities amounted to $2,150 primarily resulting
from cash used for our acquisitions during 2013 of $1,617 and the purchase of property and equipment of $533 for our
ongoing operations.
43
Financing activities
For the year ended December 31, 2015, net cash provided by financing activities amounted to $21,660, primarily due
to the net proceeds from the secondary offering of $29,419 and the warrant exercise of $2,970 offset by principal repayments
of $10,797 towards long-term debt, $533 towards the contingent obligation and $935 in stock repurchase obligations.
For the year ended December 31, 2014, net cash used in financing activities amounted to $2,941 primarily attributable
to cash used for scheduled repayments of $1,999 towards long-term debt, $687 in stock repurchase obligations, and payment
of contingent consideration of $233.
For the year ended December 31, 2013, net cash provided by financing activities amounted to $10,303 primarily
attributable to gross proceeds of $9,660 received from our initial public offering (as discussed elsewhere in this Annual
Report on Form 10-K), which was partially offset by initial public offering costs paid of $1,580. Contributing to the net cash
provided by financing activities was gross proceeds of $7,183 received from the exercise of our public warrants due to our
temporary reduction in the exercise price of such warrants (as discussed elsewhere in this Annual Report on Form 10-K),
which was partially offset by costs associated with the exercise of such warrants of $567. Also contributing to the net cash
provided by financing activities were borrowings of $518, offset by scheduled repayments of $4,139 towards long-term debt
and $772 in stock repurchase obligations.
Financing
Credit Facility
On January 31, 2014, we entered into a Business Loan Agreement with Western Alliance Bank, an Arizona corporation
(“Western Alliance”), as lender, which was amended on September 3, 2014 and provides for a two-year, $8,000 revolving
credit facility (the “Credit Facility”). The interest rate is prime rate plus 0.50%, with a minimum of 3.75%, which was the
interest rate as of December 31, 2015. The Credit Facility contains a cross default and cross collateralization provision with
the Term Loan described below. The Credit Facility contains certain financial covenants, including an annual maximum debt
to tangible net worth ratio of 3.0:1.0 as of December 31, 2015 and for each annual period ending on the last day of each fiscal
year thereafter. In addition, the Credit Facility contains an annual minimum debt service coverage ratio equal to 1.5:1.0 for
each annual period ending on the last day of the fiscal year beginning December 31, 2013. The Credit Facility also contains
financial reporting covenant provisions and other covenants, representations, warranties, indemnities, and events of default
that are customary for facilities of this type. As of December 31, 2015, the Company is in compliance with the financial and
reporting covenants. The Credit Facility is guaranteed by our wholly-owned subsidiaries: (i) NV5 Holdings, (ii) NV5, (iii)
NV5, LLC, (iv) JLA, and (v) RBA. The Credit Facility is secured by a first priority lien on substantially all of the assets of
NV5 Global, Inc., NV5 Holdings and NV5. On July 20, 2015, we amended the Credit Facility to add additional subsidiary
guarantors, establish a within-line facility of up to $1,000 for the issuance of standby letters of credit and extend the maturity
date of the Credit Facility to May 31, 2016 from January 31, 2016. As of December 31, 2015 and 2014, the outstanding
balance on the Credit Facility was $0. Standby letters of credit outstanding were $146 and $0 as of December 31, 2015 and
2014, respectively.
Term Loan
We had a note payable to Western Alliance, which matured on February 1, 2015 (the “Term Loan”). As of
December 31, 2015 and 2014, the outstanding balance on the Term Loan was approximately $0 and $318, respectively.
Uncollateralized Promissory Notes
The note held by the seller of Nolte Associates Inc. (the “Nolte Note”) is currently outstanding with a maturity date of
July 29, 2017. The Nolte Note bears interest at the prime rate plus 1%, subject to a maximum rate of 7.0%. As of
December 31, 2015 and 2014, the actual interest rate was 4.25%. Under the terms of the Nolte Note, as amended, we pay
quarterly principal installments of approximately $100 plus interest. The Nolte Note is unsecured and is subordinated to the
Term Loan, although we are permitted to make our periodic principal and interest payments. The outstanding balance of the
Nolte Note was approximately $754 and $1,231 as of December 31, 2015 and 2014, respectively.
The stock repurchase obligations at December 31, 2015 and 2014 represented notes payable for the repurchase of
common stock of certain former non-controlling interests in NV5. These notes were unsecured and subordinated to bank debt
and the maintenance of related debt covenants, and bear interest from 3.25% to 4.25%. The rates adjusted annually based on
the prime rate. The notes required quarterly interest and principal payments through their maturity dates, which range between
44
2014 and 2019. During the third quarter of 2015, the Company opted to pay the remaining principal and accrues interest
related to these obligations. The outstanding balance of the stock repurchase obligation was $0 and $935 as of December 31,
2015 and 2014, respectively, including the current portions.
On January 30, 2015, we acquired all of the outstanding equity interests of JLA. The purchase price included a $1,250
promissory note bearing interest at 3.5% (the “JLA Note”) that is payable in four equal payments of $313 each, due on the
first, second, third, and fourth anniversaries of January 30, 2015, the effective date of the acquisition. The outstanding balance
of the JLA Note was $1,250 as of December 31, 2015.
On April 22, 2015, we acquired all of the outstanding equity interests of Mendoza. The purchase price included a
$3,000 short- term promissory note, based on the collection of acquired accounts receivable and work in process, payable
within one year and a $500 promissory note bearing interest at 3.0% (the “Mendoza Note”) that is payable in two equal
payments of $250 each, due on the first and second anniversaries of April 22, 2015, the effective date of the acquisition. The
outstanding balance of the short-term promissory note and Mendoza Note was $278 and $500 as of December 31, 2015,
respectively.
On June 24, 2015, we acquired certain assets of Allwyn. The purchase price included a $500 promissory note bearing
interest at 3.5% (the “Allwyn Note”) that is payable in three equal payments of $167 each, due on the first, second and third
anniversaries of June 24, 2015, the effective date of the acquisition. The outstanding balance of the Allwyn Note was $500
as of December 31, 2015.
On July 1, 2015, we acquired all of the outstanding equity interests of RBA. The purchase price included a $4,000
promissory note bearing interest at 3.0% (the “RBA Note”) that is payable in four equal payments of $1,000 each due on the
first, second, third, and fourth anniversaries of July 1, 2015, the effective date of the acquisition. The outstanding balance of
the RBA Note was $4,000 as of December 31, 2015.
On January 31, 2014, we acquired certain assets of AQC. The purchase price included an uncollateralized non-interest
bearing promissory note in the aggregate principal amount of $300 for which we have imputed interest at a rate of 3.75%
(the “AQC Note”). This note is payable in two equal payments of $150 each, due on the first and second anniversaries of the
effective date of January 31, 2014. The carrying value of the AQC Note was approximately $150 and $294 as of
December 31, 2015 and 2014, respectively.
On March 21, 2014, we acquired all of the outstanding equity interests of NV5, LLC. The purchase price included a
$3,000 promissory note bearing interest at 3.0% (the “AK Note”) that is payable in three equal payments of $1,000 each due
on the first, second and third anniversaries of the effective date of March 21, 2014. The outstanding balance of the AK Note
was approximately $2,000 and $3,000 as of December 31, 2015 and 2014, respectively.
On June 30, 2014, we acquired certain assets of ORSI. The purchase price included an uncollateralized non-interest
bearing promissory note in the principal amount of $450 (the “ORSI Note”), which has an imputed interest rate of 3.75%.
The ORSI Note is payable in two equal payments of $225 each due on the first and second anniversaries of the effective date
of June 30, 2014. The outstanding balance of the ORSI Note was $221 and $434 as of December 31, 2015 and 2014,
respectively.
On November 3, 2014, we acquired certain assets of the Buric Companies. The purchase price included a $300
uncollateralized 3% interest bearing promissory note. The note is payable in three equal payments of $100 due on the first,
second and third anniversaries of November 3, 2014, the effective date of the acquisition. The outstanding balance of the
Buric Note was $200 and $300 as of December 31, 2015 and 2014, respectively.
On July 27, 2012, we acquired certain assets and assumed certain liabilities of Kaderabek Company (“Kaco”). The
purchase price included a note in the aggregate principal amount of $2,000 (the “Kaco Note”), bearing interest at 3.0% for
the first year and 200 basis points over the one-year LIBOR for the years thereafter, which is payable as follows: $500 due
by (and paid on) December 28, 2012 and three equal payments of $500 each due on the first, second and third anniversaries
of the effective date of July 27, 2012. The outstanding balance of the Kaco Note was $0 and $500 as of December 31, 2015
and 2014, respectively.
On April 30, 2013, we acquired certain assets and assumed certain liabilities of Consilium. The purchase price included
an uncollateralized promissory note in the aggregate principal amount of $200, bearing interest at 4.0%, payable in three
equal payments of $67 each due on the first, second and third anniversaries of the effective date of April 30, 2013. The
outstanding balance of this note was $67 and $133 as of December 31, 2015 and 2014, respectively.
45
On August 12, 2013, the Company acquired certain assets and assumed certain liabilities of Dunn. The purchase price
consisted of an uncollateralized promissory note in the aggregate principal amount of approximately $92 (bearing interest at
4.0%), payable in two equal payments of approximately $46 each due on the first and second anniversaries of the effective
date of August 12, 2013. The outstanding balance of this note was $0 and $46 as of December 31, 2015 and 2014, respectively.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of December 31, 2015 and 2014.
Effects of Inflation
Based on our analysis of the periods presented, we believe that inflation has not had a material effect on our operating
results. There can be no assurance that future inflation will not have an adverse impact on our operating results and financial
condition.
Contractual Obligations and Commitments
The following table summarizes our contractual obligations as of December 31, 2015 (in thousands):
Payments due by fiscal period
Less than 1
Total
Year
1-3 Years
3-5 Years
More than
5
Years
Notes Payable .............................................. $
Contingent consideration obligations ..........
Operating lease obligations .........................
Total contractual obligations ....................... $
10,707 $
1,279
22,951
34,937 $
4,347 $
458
5,099
9,904 $
5,042 $
696
8,129
13,867 $
1,318 $
125
4,295
5,738 $
-
-
5,428
5,428
Our accrued liabilities in the consolidated balance sheet include unrecognized tax benefits. As of December 31, 2015, we
had unrecognized tax benefits of $570. At this time, we are unable to make a reasonably reliable estimate of the timing of
settlements in individual years in connection with unrecognized tax benefit; therefore, such amounts are not included in the
above table.
Recent Accounting Pronouncement
In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 2015-17— Balance Sheet Classification of Deferred Taxes. As part of the FASB's accounting simplification
initiative, ASU 2015-17 removes the requirement to separate deferred income tax liabilities and assets into current and
noncurrent amounts in a classified statement of financial position. Instead, the update requires that deferred tax liabilities and
assets be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for entities for
fiscal years beginning after December 15, 2016, with prospective or retrospective application to all periods presented. Early
application is permitted. The Company does not expect the impact of this ASU to be material to its consolidated financial
statements.
In April 2015, FASB issued ASU No. 2015-03 "Interest-Imputation of Interest," which is intended to simplify the
presentation of debt issuance costs. The amendments require that debt issuance costs related to a recognized debt liability be
presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt
discounts. The recognition and measurement guidance for debt issuance costs are not affected by this ASU. ASU 2015-03 is
effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those
fiscal years. In August 2015, FASB issued ASU 2015-15 “Interest - Imputation of Interest (Subtopic 835-30)”, to provide
further clarification to ASU 2015-03 as it relates to the presentation and subsequent measurement of debt issuance costs
associated with line of credit arrangements. The Company does not expect ASU 2015-03 and ASU 2015-15 to be material to
its consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This ASU is a comprehensive
new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a
customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU
was originally effective for annual reporting periods beginning after December 15, 2016 and early adoption is permitted as
of the original effective date. Companies may use either a full retrospective or a modified retrospective approach to adopt
46
this ASU and management has not yet determined which method it will apply. The Company is currently evaluating the
impact of adopting ASU 2014-09 on the Company's consolidated net income, financial position and cash flows. In July 2015,
FASB voted to approve a one-year deferral of the effective date to December 31, 2017 for interim and annual reporting
periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of
December 15, 2016. As a result, ASU 2014-09 will become effective for us in the first quarter of our fiscal year ending
December 31, 2018.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks from transactions that are entered into during the normal course of business.
We have not entered into derivative financial instruments for trading purposes. We have no significant market risk exposure
to interest rate changes as substantially all of our debt is currently financed with fixed interest rates. Our only debt subject to
interest rate risk is the Credit Facility which interest rate is subject to changes in the prime rate. As of December 31, 2015,
the outstanding balance on the Credit Facility was $0. As a result, we believe that our market risk is minimal.
47
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Audited Consolidated Financial Statements:
Reports of Independent Registered Public Accounting Firm ............................................................................................ 49
Consolidated Balance Sheets as of December 31, 2015 and 2014 .................................................................................... 51
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013 ............... 52
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2015, 2014 and 2013 53
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013 .................................. 54
Notes to Consolidated Financial Statements ..................................................................................................................... 56
48
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
NV5 Global, Inc.
Hollywood, FL
We have audited the accompanying consolidated balance sheet of NV5 Global, Inc. and subsidiaries (the "Company")
as of December 31, 2015, and the related consolidated statements of comprehensive income, changes in stockholders’ equity,
and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as
a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of
NV5 Global, Inc. and subsidiaries as of December 31, 2015, and the results of their operations and their cash flows for the
year then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
Miami, FL
March 11, 2016
49
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
NV Global, Inc. (formerly NV5 Holdings, Inc.)
We have audited the accompanying consolidated balance sheet of NV5 Global, Inc. (formerly NV5 Holdings, Inc.)
(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2014, and the related consolidated statements
of comprehensive income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended
December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control
over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of NV5 Global, Inc. (formerly NV5 Holdings, Inc.) and subsidiaries as of December 31, 2014, and the
results of their operations and their cash flows for each of the two years in the period ended December 31, 2014 in conformity
with accounting principles generally accepted in the United States of America.
/s/ GRANT THORNTON LLP
Fort Lauderdale, Florida
March 27, 2015 (except for Note 16, as to which the date is March 11, 2016)
50
NV5 Global, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
December 31,
2015
December 31,
2014
Current assets:
Assets
Cash and cash equivalents ........................................................................................ $
Accounts receivable, net of allowance for doubtful accounts of $1,536 and $845
as of December 31, 2015 and 2014, respectively .................................................
Prepaid expenses and other current assets ................................................................
Deferred income tax assets .......................................................................................
Total current assets ...................................................................................................
Property and equipment, net ....................................................................................
Intangible assets, net ................................................................................................
Goodwill ..................................................................................................................
Other assets ..............................................................................................................
Deferred income tax assets .......................................................................................
Total Assets .......................................................................................................... $
Current liabilities:
Liabilities and Stockholders’ Equity
Accounts payable ..................................................................................................... $
Accrued liabilities ....................................................................................................
Income taxes payable ...............................................................................................
Billings in excess of costs and estimated earnings on uncompleted contracts .........
Client deposits ..........................................................................................................
Current portion of contingent consideration ............................................................
Current portion of stock repurchase obligation ........................................................
Current portion of notes payable ..............................................................................
Total current liabilities .............................................................................................
Contingent consideration, less current portion .........................................................
Stock repurchase obligation, less current portion ....................................................
Notes payable, less current portion ..........................................................................
Deferred income tax liabilities ..................................................................................
Total liabilities ......................................................................................................
23,476 $
6,872
47,747
1,092
1,440
73,755
3,091
12,367
21,679
877
-
111,769 $
6,658 $
9,564
813
293
110
458
-
4,347
22,243
821
-
6,360
1,582
31,006
27,015
1,224
358
35,469
1,625
5,221
11,142
810
1,123
55,390
5,335
4,763
1,157
277
121
618
372
2,878
15,521
323
563
3,378
-
19,785
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, 8,214,627 and
5,754,959 shares issued and outstanding as of December 31, 2015 and 2014,
respectively ...........................................................................................................
Additional paid-in capital .........................................................................................
Retained earnings .....................................................................................................
Total stockholders’ equity ...........................................................................................
Total liabilities and stockholders’ equity .............................................................. $
-
-
81
62,260
18,422
80,763
111,769 $
58
25,617
9,930
35,605
55,390
See accompanying notes to consolidated financial statements.
51
NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except share data)
Year Ended
December 31, December 31, December 31,
2014
2013
2015
Gross revenues ................................................................................. $
154,655 $
108,382 $
68,232
Direct costs:
Salaries and wages ............................................................................
Sub-consultant services .....................................................................
Other direct costs ...............................................................................
Total direct costs ...............................................................................
53,687
21,394
10,796
85,877
36,976
15,996
10,229
63,201
19,619
12,337
1,460
33,416
Gross Profit .......................................................................................
68,778
45,181
34,816
Operating Expenses:
Salaries and wages, payroll taxes and benefits ..................................
General and administrative ................................................................
Facilities and facilities related ...........................................................
Depreciation and amortization ..........................................................
Total operating expenses ...................................................................
34,731
11,930
4,950
3,468
55,079
22,887
8,865
3,198
1,988
36,938
19,373
6,708
3,325
1,514
30,920
Income from operations ...................................................................
13,699
8,243
3,896
Other expense:
Interest expense .................................................................................
Total other expense ............................................................................
Income before income tax expense ...................................................
Income tax expense ...........................................................................
Net income ........................................................................................ $
(212)
(212)
13,487
(4,995)
8,492 $
(274 )
(274 )
7,969
(3,076 )
4,893 $
Earnings per share:
Basic ............................................................................................... $
Diluted ............................................................................................ $
1.25 $
1.18 $
0.96 $
0.87 $
(263 )
(263 )
3,633
(874 )
2,759
0.75
0.70
Weighted average common shares outstanding:
Basic ...............................................................................................
Diluted ............................................................................................
6,773,135
7,215,898
5,102,058
5,592,010
3,660,289
3,967,056
See accompanying notes to consolidated financial statements.
52
NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands, except share data)
Balance, January 1, 2013 ............................... 2,600,000 $
26 $
9,065 $
Common Stock
Additional
Paid-In
Amount Capital
Shares
Retained
Earnings
2,278 $
Total
11,369
Stock compensation ............................................
Proceeds from initial public offering, net of
-
-
365
-
365
offering costs .................................................... 1,610,000
Exercise of warrants ............................................. 1,196,986
91,298
Restricted stock issuance, net ...............................
5,952
Stock issuance for acquisitions ...........................
-
Net income ...........................................................
Balance, December 31, 2013 ......................... 5,504,236 $
Stock compensation ............................................
Exercise of warrants .............................................
Restricted stock issuance, net ...............................
Stock issuance for acquisitions ...........................
Payment of contingent consideration with
-
600
102,362
134,774
16
12
1
-
-
55 $
-
-
1
2
7,638
6,604
(1)
46
-
23,717 $
752
5
(1)
1044
-
-
-
-
2,759
5,037 $
-
-
-
-
7,654
6,616
-
46
2,759
28,809
752
5
-
1,046
common stock .................................................
Net income ...........................................................
12,987
-
Balance, December 31, 2014 ......................... 5,754,959 $
-
-
58 $
100
-
25,617 $
-
4,893
9,930 $
100
4,893
35,605
-
Stock compensation ............................................
Restricted stock issuance, net ..............................
216,535
Proceeds from secondary offering, net of costs .... 1,644,500
408,412
Proceeds from exercise of warrants, net of costs..
91,923
Stock issuance for acquisitions ...........................
Payment of contingent consideration with
common stock .................................................
Tax benefit from stock based compensation ........
Net income ...........................................................
8,298
-
-
Balance, December 31, 2015 ......................... 8,124,627 $
-
2
16
4
1
-
-
-
81 $
1,696
(2)
29,403
2,965
945
-
-
-
-
-
100
1,536
-
62,260 $
-
-
8,492
18,422 $
1,696
-
29,419
2,969
946
100
1,536
8,492
80,763
See accompanying notes to consolidated financial statements.
53
NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
December 31,
2015
Years Ended
December 31,
2014
December 31,
2013
8,492 $
4,893 $
2,759
Cash Flows From Operating Activities:
Net income ......................................................................................... $
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization .......................................................
Provision for doubtful accounts .....................................................
Stock compensation .......................................................................
Change in fair value of contingent consideration ..........................
Loss on disposal of leasehold improvements ..................................
Excess tax benefit from stock based compensation ........................
Deferred income taxes ...................................................................
Changes in operating assets and liabilities, net of impact of
acquisitions:
Accounts receivable .......................................................................
Prepaid expenses and other assets .................................................
Accounts payable ...........................................................................
Accrued liabilities ..........................................................................
Income taxes payable .....................................................................
Billings in excess of costs and estimated earnings on
uncompleted contracts .................................................................
Client deposits ...............................................................................
Net cash provided by operating activities .........................................
Cash Flows From Investing Activities:
Cash paid for acquisitions .................................................................
Purchase of property and equipment .................................................
Net cash used in investing activities ..................................................
Cash Flows From Financing Activities:
Proceeds from public offerings ..........................................................
Payments for public offering costs .....................................................
Borrowings on note payable ...............................................................
Exercise of warrants costs ..................................................................
Payments on notes payable ...............................................................
Payments of contingent consideration ................................................
Excess tax benefit from stock based compensation ............................
Payments of debt issuance costs ........................................................
Payments on stock repurchase obligation ..........................................
Proceeds from exercise of warrants ....................................................
Net cash provided by (used in) financing activities ..........................
3,468
164
1,696
(335)
-
(1,536)
(666)
(4,846)
601
(3,830)
1,479
1,243
16
26
5,972
(10,427)
(601)
(11,028)
32,068
(2,649)
-
(216)
(10,797)
(533)
1,536
-
(935)
3,186
21,660
1,988
(136)
752
18
64
-
247
(7,591)
(645)
1,316
399
392
(124)
(153)
1,420
(4,650)
(825)
(5,475)
-
-
-
-
(1,999)
(233)
-
(27)
(687)
5
(2,941)
Net increase (decrease) in Cash and Cash Equivalents ................
Cash and cash equivalents – beginning of period ..............................
Cash and cash equivalents – end of period ........................................ $
16,604
6,872
23,476 $
(6,996)
13,868
6,872 $
See accompanying notes to consolidated financial statements.
54
1,514
22
365
22
-
-
(566 )
(426 )
(1 )
133
875
(1,227 )
(29 )
(20 )
3,421
(1,617 )
(533 )
(2,150 )
9,660
(1,580 )
518
(567 )
(4,139 )
-
-
-
(772 )
7,183
10,303
11,574
2,294
13,868
NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
December 31,
2015
Years Ended
December 31,
2014
December 31,
2013
Supplemental disclosures of cash flow information:
Cash paid for interest ........................................................................ $
Cash paid for income taxes ............................................................... $
185 $
4,371 $
186 $
1,767 $
280
2,416
Non-cash investing and financing activities:
Contingent consideration (earn-out) .................................................. $
Notes and stock payable for acquisitions .......................................... $
Stock issuance for acquisitions ......................................................... $
Payment of contingent consideration with common stock ................ $
Landlord-funded leasehold improvements ......................................... $
Reclassification of previously capitalized initial public offering
costs from other assets to additional paid in capital upon
completion of intial public offering (including costs incurred
prior to 2013) ................................................................................. $
1,307 $
9,250 $
946 $
100 $
- $
286 $
4,010 $
1,046 $
100 $
137 $
948
651
46
-
-
- $
- $
426
See accompanying notes to consolidated financial statements.
55
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
Note 1 - Organization and Nature of Business Operations
Business
NV5 Global, Inc. and its subsidiaries (collectively, the “Company” or “NV5 Global”) is a provider of professional and
technical engineering and consulting solutions in the infrastructure, energy, construction, real estate and environmental
markets, operating through a network of 53 offices nationwide. 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,
planning, design, consulting, permitting, inspection and field supervision, management oversight, forensic engineering,
litigation support, condition assessment and compliance certification.
On December 8, 2015, NV5 Holdings, Inc., the holding company, changed its name to NV5 Global, Inc. Also on
December 8, 2015, NV5 Global, Inc., a wholly-owned subsidiary of the holding company, changed its name to NV5 Holdings,
Inc.
Significant Transactions
Acquisitions
On July 1, 2015, the Company acquired all of the outstanding equity interests of The RBA Group, Inc., Engineers,
Architects and Planners (“RBA”), a New Jersey based infrastructure engineering firm focused on the provision of
transportation engineering, planning, and construction inspection, environmental engineering, civil engineering, surveying,
and architecture services to public and private clients throughout the East Coast for a purchase price of up to $13,000
consisting of cash, notes and a non-interest bearing earn-out subject to the achievement of certain agreed upon financial
metrics for the years ended 2016 and 2017 (see Note 4).
On June 24, 2015, the Company acquired certain assets of Allwyn Priorities, LLC. (“Allwyn”), an environmental
services firm based in Phoenix, AZ, that specializes in environmental assessment, radon mitigation, NEPA planning and
permitting, NQA-1 compliance, geotechnical engineering, construction materials testing and inspection, and water resources
projects, for a purchase price of up to $1,300, consisting of cash and notes (see Note 4).
On April 22, 2015, the Company acquired all of the outstanding equity interests of Richard J. Mendoza, Inc.
(“Mendoza”), a program management firm based in San Francisco, CA, that specializes in the provision of construction
program consulting services to public and private clients in the transportation and clean water/wastewater industries, for a
purchase price of up to $4,000, consisting of cash and notes (see Note 4).
On January 30, 2015, the Company acquired all of the outstanding equity interests of Joslin, Lesser & Associates, Inc.,
a Massachusetts corporation (“JLA”), a program management and owner’s representation consulting firm that primarily
services government owned facilities and public K through 12 school districts in the Boston, MA area, for a purchase price
of up to $5,500, consisting of cash, notes and common stock (see Note 4).
The 2015 acquisitions expanded the Company’s infrastructure, environmental and project management services and
allow NV5 Global to offer these services on a broader scale within its existing network. In addition, these acquisitions
strengthen NV5 Global’s geographic diversification and allow the Company to continue expanding its national footprint.
The acquisitions referenced above were accounted for as business combinations under the acquisition method of
accounting. Under this method, the assets acquired, liabilities assumed and non-controlling interest, if any, were recorded in
the Company’s consolidated financial statements at their respective fair values as of the acquisition dates, and the results of
these acquisitions are included in the Company’s consolidated results from the respective dates of acquisition.
56
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
Secondary offering
On May 22, 2015, the Company priced a secondary offering of 1,430,000 shares of the Company’s common stock.
Each share was sold at an offering price of $19.50 per share. The shares sold were registered under the Securities Act of
1933, as amended (the “Securities Act”), on an effective registration statement on Form S-3 and an effective registration
statement filed with the SEC on Form S-3MEF (Registration Nos. 333-198113 and 333-204362) pursuant to Rule 462(b)
under the Securities Act. On May 28, 2015, the underwriters of the offering exercised their option to purchase up to an
additional 214,500 shares, solely to cover over-allotments. The closing of the offering occurred, and was recorded, on
May 28, 2015, upon which we received net proceeds of approximately $29,400 after deducting the underwriting discount
and estimated offering expenses payable by the Company and issued 1,644,500 shares.
Warrant exercise
On January 5, 2015, in accordance with the amended and restated warrant agreements, the Company notified the
holders of its outstanding public warrants that the Company had called its warrants for redemption. Each public warrant
entitled the holder to purchase one share of the Company’s common stock at an exercise price of $7.80 per share. The public
warrant holders had until February 4, 2015 to exercise their public warrants at $7.80 per share. The redemption resulted in
408,412, or approximately 99%, of the Company’s outstanding public warrants being exercised prior to the expiration time
and generated cash proceeds of approximately $3,200. The remaining 4,002 public warrants that were not exercised by the
expiration time were cancelled and redeemed for the sum of $0.01 per public warrant. In connection with the redemption of
all outstanding public warrants, the trading of the Company’s public warrants was suspended and the warrants were delisted
from NASDAQ.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting
principles generally accepted in the United States of America (“GAAP”) and have been prepared pursuant to the rules and
regulations of the SEC. The consolidated financial statements include the accounts of the Company and its subsidiaries. All
significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with 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 relate to the 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 its reporting units for goodwill impairment assessment, revenue recognition on the
percentage-of-completion method, allowances for uncollectible accounts and provision for income taxes.
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.
57
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
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, approximately 42%, 45% and 65% of the Company’s gross revenues
for the years ended December 31, 2015, 2014 and 2013, respectively, are from California-based projects and approximately
9%, 11% and 28% of revenues for the years ended December 31, 2015, 2014 and 2013, respectively, are from one client.
Furthermore, approximately 63% and 38% of the Company’s accounts receivable as of December 31, 2015 and 2014 are
from government and government-related contracts. Management continually evaluates the creditworthiness of these and
future clients and provides for bad debt reserves as necessary.
Fair Value of Financial Instruments
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. The three levels of valuation hierarchy are defined as follows:
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active
markets.
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets,
and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the
financial instrument.
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.
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 31, 2015 and 2014,
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 (customer relationships, customer backlog, trade name and non-compete) is based on valuations performed
to determine the fair values of such assets as of the acquisition dates. The Company engaged a third-party independent
valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities
assumed for the 2015 and 2014 acquisitions, except for the 2015 acquisition of Allwyn and the 2014 acquisition of the Buric
Companies, which were internally valued. 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 payments are included in
General and Administrative expenses on the Consolidate Statements of Comprehensive Income.
Several factors are considered when determining contingent earn-out 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.
58
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
We review and re-assess the estimated fair value of contingent consideration on a quarterly basis, and the updated fair
value could differ materially from the initial estimates. Adjustments to the estimated fair value related to changes in all other
unobservable inputs are reported in operating income.
The Company measures contingent consideration liabilities recognized in connection with business combinations at
fair value on a recurring basis using significant unobservable inputs classified within Level 3, as defined in the accounting
guidance. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine
the fair value of the contingent consideration 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
earn-out obligation. 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.
The following table summarizes the changes in the carrying value of estimated contingent consideration:
December 31, December 31,
2015
2014
Contingent consideration, beginning of the year .............................................................. $
Additions for acquisitions ................................................................................................
Reduction of liability for payments made ........................................................................
Increase (reduction) of liability related to re-measurement of fair value .........................
Contingent consideration, end of the year ........................................................................ $
941 $
1,306
(633 )
(335 )
1,279 $
971
285
(333)
18
941
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
Office furniture and equipment (years) ....................
Computer equipment (years) ....................................
Survey and field equipment (years) ..........................
Leasehold improvements ......................................... Lesser of the estimated useful lives or remaining term of the lease
Depreciation Period
5
3
5
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. The Company has not recognized an impairment charge
relating to property and equipment during the years ended December 31, 2015 and 2014.
Goodwill and Intangible Assets
Goodwill is the excess of consideration paid for an acquired entity over the amounts assigned to assets acquired,
including other identifiable intangible assets and liabilities assumed in a business combination. To determine the amount of
goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair
value of the acquired company’s tangible and identifiable intangible assets and liabilities.
59
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances
indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the
existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting
unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors,
overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then
performing the two-step quantitative impairment test is unnecessary. The two-step impairment test requires a comparison of
the carrying value of the assets and liabilities associated with a reporting unit, including goodwill, with the fair value of the
reporting unit. The Company determines fair value through multiple valuation techniques, and weights the results
accordingly. NV5 Global is required to make certain subjective and complex judgments in assessing whether an event of
impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting
units. If the carrying value of a reporting unit exceeds the fair value of the reporting unit, the Company would calculate the
implied fair value of its reporting unit goodwill as compared to the carrying value of its reporting unit goodwill to determine
the appropriate impairment charge, if any. The Company has elected to perform its annual goodwill impairment review on
August 1 of each year. On August 1, 2015, 2014 and 2013, the Company conducted its annual impairment tests on the
goodwill using the quantitative method of evaluating goodwill. Based on these quantitative analyses the Company determined
the fair value of each of its reporting units exceeded the carrying value of the reporting unit. Therefore, the goodwill was not
impaired and the Company did not recognize an impairment charge relating to goodwill as of August 1, 2015, 2014 and 2013.
There were no indicators, events or changes in circumstances to indicate that goodwill was impaired during the years ended
December 31, 2015, 2014 and 2013.
Identifiable intangible assets primarily include customer backlog, customer relationships, trade names and non-
compete agreements. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives
and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an
indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis,
to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the
undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between
fair value and carrying value, with fair value typically based on a discounted cash flow model.
See Note 7 for further information on goodwill and identified intangibles.
Earnings per Share
Basic earnings per share is calculated by dividing net income by the weighted average number of common shares
outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock
that then shared in the earnings of the Company. In accordance with the FASB ASC 260, Earnings per Share, the effect of
potentially dilutive securities is not considered during periods of loss or if the effect is anti-dilutive. The weighted average
number of shares outstanding in calculating basic earnings per share for the years ended December 31, 2015, 2014 and 2013
exclude 413,088, 607,906 and 505,544 non-vested restricted shares, respectively, issued since 2010. These non-vested
restricted shares are not included in basic earnings per share until the vesting requirement is met. The weighted average
number of shares outstanding in calculating diluted earnings per share for the years ended December 31, 2015, 2014 and
2013 includes, if outstanding, non-vested restricted shares and units, issuable shares related to acquisitions, and the warrants
associated with the Company’s initial public offering. In calculating diluted earnings per share for the years ended
December 31, 2015, 2014 and 2013, there were no potentially dilutive securities that were not considered.
60
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
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 for the years ended December 31, 2015, 2014 and 2013:
Year Ended
December 31, December 31, December 31,
2014
2013
2015
Numerator:
Net income – basic and diluted ......................................................... $
8,492 $
4,893 $
2,759
Denominator:
Basic weighted average shares outstanding ......................................
Effect of dilutive non-vested restricted shares and units ...................
Effect of issuable shares related to acquisitions ................................
Effect of warrants ...............................................................................
6,773,135
332,014
12,759
97,990
5,102,058
326,660
30,666
132,626
3,660,289
265,514
19,594
21,659
Diluted weighted average shares outstanding ...................................
7,215,898
5,592,010
3,967,056
Revenue Recognition
The Company enters into contracts with its clients that contain two principal types of pricing provisions: cost-
reimbursable and fixed-price. The majority of the Company’s contracts are cost-reimbursable contracts that fall under the
subcategory of time and materials contracts.
Cost-reimbursable contracts. Cost-reimbursable contracts consist of two similar contract types: time and materials
contracts and cost-plus contracts.
• 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, 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 a
fixed-price element in the form of 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.
These contracts provide for reimbursement of the actual costs and overhead (at predetermine rates) incurred, plus
a predetermined fee. Under some cost-plus contracts, the Company’s fee may be based on quality, schedule, and
other performance factors.
Fixed-price contracts. Fixed-price contracts also consist of two contract types: lump-sum contracts and fixed-unit
price contracts.
• 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.
• 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.
Revenues from engineering services are recognized in accordance with the accrual basis of accounting. Revenues
under cost-reimbursable contracts are recognized when services are performed and revenues from fixed-price contracts are
recognized on the percentage-of-completion method, generally measured by the direct costs incurred to date as compared to
the estimated total direct costs for each contract. The Company includes other direct costs (for example, third party field
labor, subcontractors, or the procurement of materials or equipment) in revenues and cost of revenue when the costs of these
61
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
items are incurred, and the Company is responsible for the ultimate acceptability of such costs. Recognition of revenue under
this method is dependent upon the accuracy of a variety of estimates, including engineering progress, materials quantities,
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 cumulative effect of
revisions to revenues, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims,
anticipated losses and others are recorded 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.
Change orders and claims typically result from changes in scope, specifications, design, performance, materials, sites,
or period of completion. Costs related to change orders and claims are recognized when incurred. Change orders are included
in total estimated contract revenues when it is probable that the change order will result in an addition to the contract value
and can be reliably estimated.
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.
Unbilled work results when the appropriate contract revenues has been recognized when services are performed or
based on the percentage-of-completion accounting method but the revenue recorded has not been billed due to the billing
terms defined in the contract. Unbilled amounts as of the reporting date are included within accounts receivable in the
accompanying consolidated balance sheets. 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.
Advertising
Advertising costs are charged to expense in the period incurred and amounted to $195, $86 and $104 for the years
ended December 31, 2015, 2014 and 2013, respectively.
Allowance for Doubtful Accounts
The Company records billed and unbilled receivables net of an allowance for doubtful accounts. 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: client type (federal government or commercial client), historical
performance, historical collection trends and general economic conditions. 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
credited to the accounts receivable recovery account are included in income, while direct charge-offs of receivables are
deducted from the allowance.
Leases
The Company’s office leases are classified as operating leases and rent expense is included in facilities and facilities
related expense in the Company’s consolidated statements of comprehensive income. Some lease terms include rent and other
concessions and rent escalation clauses which are included in computing minimum lease payments. Minimum lease payments
are recognized on a straight-line basis over the minimum lease term. The variance of rent expense recognized from the
amounts contractually due pursuant to the underlying leases is included in accrued liabilities in the Company’s consolidated
balance sheets.
62
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
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.
Note 3 –Recent Accounting Pronouncement
In November 2015, FASB issued Accounting Standards Update 2015-17— Balance Sheet Classification of Deferred
Taxes . As part of FASB's accounting simplification initiative, ASU 2015-17 removes the requirement to separate deferred
income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. Instead,
the update requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial
position. ASU 2015-17 is effective for entities for fiscal years beginning after December 15, 2016, with prospective or
retrospective application to all periods presented. Early application is permitted. The Company does not expect the impact of
this ASU to be material to its consolidated financial statements.
In April 2015, FASB issued ASU No. 2015-03 "Interest-Imputation of Interest," which is intended to simplify the
presentation of debt issuance costs. The amendments require that debt issuance costs related to a recognized debt liability be
presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt
discounts. The recognition and measurement guidance for debt issuance costs are not affected by this ASU. ASU 2015-03 is
effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those
fiscal years. In August 2015, FASB issued ASU 2015-15 “Interest - Imputation of Interest (Subtopic 835-30)”, to provide
further clarification to ASU 2015-03 as it relates to the presentation and subsequent measurement of debt issuance costs
associated with line of credit arrangements. The Company does not expect ASU 2015-03 and ASU 2015-15 to be material to
its consolidated financial statements.
In May 2014, FASB issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers.
This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the
transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for
those goods or services. This ASU was originally effective for annual reporting periods beginning after December 15, 2016
and early adoption is permitted as of the original effective date. Companies may use either a full retrospective or a modified
retrospective approach to adopt this ASU, and the Company has not yet determined which method it will apply. The Company
is currently evaluating the impact of adopting ASU 2014-09 on the Company's consolidated net income, financial position and
cash flows. In July 2015, FASB voted to approve a one-year deferral of the effective date to December 31, 2017 for interim
and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original
effective date of December 15, 2016. As a result, ASU 2014-09 will become effective for us in the first quarter of our fiscal
year ending December 31, 2018.
63
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
Note 4 – Business Acquisitions
On July 1, 2015, the Company acquired all of the outstanding equity interests of the RBA, a New Jersey based
infrastructure engineering firm focused on the provision of transportation engineering, planning, and construction inspection,
environmental engineering, civil engineering, surveying, and architecture services to public and private clients throughout
the East Coast. The purchase price of up to $13,000 included $8,000 in cash, less $1,900 held back to cover liabilities
associated with RBA’s deferred compensation plan which was paid to the RBA stockholders in July 2015, $4,000 promissory
notes (bearing interest at the rate of 3.0% per annum), payable in four installments of $1,000, due on the first, second, third
and fourth anniversaries of July 1, 2015, the effective date of the acquisition (see Note 9). The purchase price also included
a non-interest bearing earn-out of up to $1,000 payable in cash or the Company’s common stock, subject to the achievement
of certain agreed upon financial metrics for the years ended 2016 and 2017. The earn-out of $1,000 is non-interest bearing
and was recorded at its estimated fair value of $406, based on a probability-weighted approach valuation technique used to
determine the fair value of the contingent consideration on the acquisition date. As of December 31, 2015, the fair value of
this contingent consideration is approximately $406. Furthermore, at closing the Company assumed and paid off
approximately $4,000 of RBA’s indebtedness.
On June 24, 2015, the Company acquired certain assets of Allwyn, an environmental services firm based in Phoenix,
AZ, that specializes in environmental assessment, radon mitigation, NEPA planning and permitting, NQA-1 compliance,
geotechnical engineering, construction materials testing and inspection, and water resources projects. The purchase price of
up to $1,300 included up to $800 in cash and a $500 promissory note (bearing interest at 3.5%), payable in three installments
of $167, due on the first, second and third anniversaries of June 24, 2015, the effective date of the acquisition (see Note 9).
On April 22, 2015, the Company acquired all of the outstanding equity interests of Mendoza, a San Francisco based
program management firm, with seven offices throughout California, that specializes in the provision of construction program
consulting services to public and private clients in the transportation and clean water/wastewater industries. The purchase
price of up to $4,000 included up to $500 in cash, a $3,000 short-term promissory note, based on the collection of acquired
accounts receivable and work in process, payable within one year, and a $500 promissory note (bearing interest at 3%),
payable in two installments of $250, due on the first and second anniversaries of April 22, 2015, the effective date of the
acquisition (see Note 9).
On January 30, 2015, the Company acquired all of the outstanding equity interests of JLA, a program management
and owner’s representation consulting firm that primarily services government owned facilities and public K through 12
school districts in the Boston, MA area. The purchase price of up to $5,500 included $2,250 in cash, a $1,250 promissory
note (bearing interest at 3.5%), payable in four installments of $313, due on the first, second, third, and fourth anniversaries
of January 30, 2015, the effective date of the acquisition (see Note 9), and $1,000 of the Company’s common stock (89,968
shares) as of the closing date of the acquisition. The purchase price also included a non-interest bearing earn-out of up to
$1,000 payable in cash, notes and the Company’s common stock, subject to the achievement of certain agreed upon metrics
for calendar year 2015. The earn-out of $1,000 is non-interest bearing and was recorded at its estimated fair value of $901,
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. As of December 31, 2015, the fair
value of this contingent consideration was $500 based on the financial metrics achieved for calendar year 2015.
On January 31, 2014, the Company acquired certain assets of AQC located in Tampa, Florida, which specializes in
occupational health, safety and environmental consulting. The purchase price of up to $815 consisted of $250 in cash, a $300
non-interest bearing promissory note and $150 of the Company’s common stock (18,739 shares) as of the closing date. The
purchase price also included a non-interest bearing earn-out of $115 payable in cash, subject to the achievement of a certain
agreed upon metric for calendar year 2014, and was payable on April 1, 2015. The earn-out was recorded at an estimated fair
value of $54, based on a probability-weighted approach valuation technique used to determine the fair value of the contingent
consideration on the acquisition date. AQC did not meet the agreed upon metric and as of December 31, 2014, the estimated
fair value of this contingent consideration was $0. The purchase price included a $300 uncollateralized non-interest bearing
promissory note, with an imputed interest rate of 3.75%. The note is payable in two equal payments of $150 due on the first
and second anniversaries of January 31, 2014, the effective date of the acquisition (see Note 9). The carrying value of this
note was approximately $150 and $294 as of December 31, 2015 and 2014, respectively.
64
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
On March 21, 2014, the Company acquired all of the outstanding equity interests of NV5, LLC, a natural gas pipeline
inspection, construction management and environmental consulting firm, primarily servicing the Northeast, Mid-Atlantic and
Southeast United States. The purchase price of $7,000 included $3,500 in cash, a $3,000 promissory note (bearing interest at
3.0%), payable in three installments of $1,000 due on the first, second and third anniversaries of March 21, 2014, the effective
date of the acquisition (see Note 9), and $500 of the Company’s common stock (64,137 shares) as of the closing date of the
acquisition.
On June 30, 2014, the Company acquired certain assets of ORSI, a program management firm specializing in
healthcare facilities development and construction projects. The purchase price of up to $1,300 consisted of $400 in cash, a
$450 non-interest bearing promissory note, and $150 of the Company’s common stock (14,918 shares) as of the closing date,
which were issued in July 2014. The purchase price also included a non-interest bearing earn-out of $300 payable in cash
and the Company’s common stock, subject to the achievement of a certain agreed upon metric for calendar year 2014, and
was payable on March 31, 2015. The earn-out was recorded at its estimated fair value of $231, based on a probability-
weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition
date. During 2014, the agreed upon metric was met and the earn-out was achieved and was paid in 2015. As of
December 31, 2014, the estimated fair value of this contingent consideration is approximately $285. The purchase price also
included a $450 uncollateralized non-interest bearing promissory note, with an imputed interest rate of 3.75%. This note is
payable in two equal payments of $225 due on the first and second anniversaries of June 30, 2014, the effective date of the
acquisition (see Note 9). The carrying value of this note was approximately $221 and $434 as of December 31, 2015 and
2014, respectively.
On November 3, 2014, the Company acquired certain assets of the Buric Companies. The Buric Companies are based
in Cleveland, Ohio with a total of 15 engineering and construction management professionals. The Buric Companies provide
program management and construction claims consulting services, as well as building information modeling, critical path
scheduling, surety consulting, and litigation support. The purchase price was $1,000 consisting of $500 cash, $300
uncollateralized 3% interest bearing promissory note which is payable in three equal payments of $100 each, due on the first,
second and third anniversaries of the closing date of November 3, 2014, and $200 of the Company’s common stock (21,978
shares).
The following table summarizes the final fair values of the assets acquired and liabilities assumed as of the acquisition
dates for acquisitions closed during 2015 and 2014:
December 31, December 31,
2015
2014
Cash .................................................................................................................................. $
Accounts receivable ........................................................................................................
Property and equipment ..................................................................................................
Prepaid expenses ..............................................................................................................
Other assets ......................................................................................................................
Intangible assets:
Customer relationships ................................................................................................
Trade name ..................................................................................................................
Customer backlog ........................................................................................................
Non-compete ...............................................................................................................
Favorable lease .............................................................................................................
Total Assets ..............................................................................................................
Liabilities ........................................................................................................................
Deferred tax liabilities .....................................................................................................
Net assets acquired ..........................................................................................................
Consideration paid (Cash, Notes and stock) ....................................................................
Contingent earn-out liability (Cash and stock) ................................................................
Total Consideration ..........................................................................................................
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) . $
1,033 $
16,050
793
457
118
5,833
1,035
1,510
613
778
28,220
(13,521 )
(2,238 )
12,461
21,691
1,307
22,998
10,537 $
-
2,567
116
41
7
2,505
369
315
466
-
6,386
(576)
-
5,810
9,560
286
9,846
4,036
65
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
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. Goodwill of approximately $2,640 is expected to be deductible for income tax purposes.
The consolidated financial statements of the Company for the years ended December 31, 2015 include the results of
operations from the businesses acquired during 2015 from their respective dates of acquisition to December 31, 2015. For
the year ended December 31, 2015, the results include gross revenues and pre-tax income of approximately $36,790 and
$4,964, respectively. The consolidated financial statements of the Company for the years ended December 31, 2014 include
the results of operations from the businesses acquired during 2014 from their respective dates of acquisition to December 31,
2014. For the year ended December 31, 2014, the results include gross revenues and pre-tax income of approximately $27,400
and $1,100, respectively. The consolidated financial statements of the Company for the year ended December 31, 2013
include the results of operations from the business acquired in 2013 from the date of acquisition to December 31, 2013 and
include gross revenues and pre-tax income of approximately $3,700 and $600, respectively. Included in general and
administrative expense for each of the years ended December 31, 2015, 2014 and 2013 is $719, $292 and $30, 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 the year ended December 31, 2015 as if the NV5, LLC, JLA and RBA acquisitions had occurred as of
January 1, 2014. The pro forma information provided below is compiled from the financial statements of the combined
companies and includes pro forma adjustments for amortization expense, reduction in certain agreed on expenses, interest
expense and the income tax impact of these adjustments. The pro forma results are not necessarily indicative of (i) the results
of operations that would have occurred had the NV5, LLC, JLA and RBA operations actually been acquired on January 1,
2014; or (ii) future results of operations:
For the year ended
December 31, December 31,
2015
2014
Gross revenues ................................................................................................................ $
Comprehensive income ................................................................................................... $
Basic earnings per share .................................................................................................. $
Diluted earnings per share ............................................................................................... $
173,192 $
8,252 $
1.22 $
1.14 $
158,906
7,431
1.41
1.29
The Company determined that neither the Mendoza, Allwyn, AQC, ORSI, or Buric acquisitions constitute significant
business combinations individually or in the aggregate. Therefore, pro forma financial statements are not required to be
disclosed.
Note 5 – Accounts Receivable, net
Accounts receivable, net consists of the following:
December 31, December 31,
2015
2014
Billed ............................................................................................................................... $
Unbilled ...........................................................................................................................
Contract retentions ..........................................................................................................
Less: allowance for doubtful accounts ............................................................................
Accounts receivable, net ................................................................................................. $
32,806 $
15,678
799
49,283
(1,536 )
47,747 $
18,897
8,336
627
27,860
(845)
27,015
Billed accounts receivable represent amounts billed to clients that remain uncollected as of the balance sheet date.
Unbilled accounts receivable represent recognized revenues 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.
66
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
Activity in the allowance for doubtful accounts consisted of the following:
Balance as of the beginning of the year ........................................................................... $
Provision for doubtful accounts .......................................................................................
Write-offs of uncollectible accounts ................................................................................
Other (1) ...........................................................................................................................
Balance as of the end of the year ...................................................................................... $
845 $
164
(269 )
796
1,536 $
1,320
(136)
(339)
-
845
December 31, December 31,
2015
2014
(1) Includes allowances from new business acquisitions.
Note 6 – Property and Equipment, net
Property and equipment, net consists of the following:
December 31, December 31,
2015
2014
Office furniture and equipment ....................................................................................... $
Computer equipment .......................................................................................................
Survey and field equipment .............................................................................................
Leasehold improvements .................................................................................................
Accumulated depreciation ...............................................................................................
Property and equipment – net .......................................................................................... $
459 $
3,165
1,265
1,165
6,054
(2,963 )
3,091 $
341
1,571
1,027
1,096
4,035
(2,410)
1,625
Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $844, $561 and $536, respectively.
Note 7 – Goodwill and Intangible Assets
Goodwill
The table set forth below shows the change in goodwill during 2015 and 2014:
Balance as of the beginning of the year .......................................................................... $
Acquisitions ....................................................................................................................
Balance as of the end of the period ................................................................................. $
11,142 $
10,537
21,679 $
7,106
4,036
11,142
As of December 31, 2015, goodwill for the reportable segments of INF, CQA and PM was $13,482, 2,002 and $6,195,
respectively. See Note 16 for further information on Reportable Segments.
December 31, December 31,
2015
2014
67
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
Intangible assets
Intangible assets, net, at December 31, 2015 and 2014 consist of the following:
December 31, 2015
December 31, 2014
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Customer relationships ................ $
Trade name ..................................
Customer backlog ........................
Favorable lease .............................
Non-compete ...............................
Total ............................................ $
12,614 $
2,262
2,709
778
1,286
19,649 $
(3,643 ) $
(1,626 )
(1,420 )
(44 )
(549 )
(7,282 ) $
8,971 $
636
1,289
734
737
12,367 $
6,780 $
1,227
1,200
-
672
9,879 $
(2,449) $
(1,048)
(952)
-
(209)
(4,658) $
4,331
179
248
-
463
5,221
Trade names are amortized on a straight-line basis over their estimated lives ranging from 1 to 3 years. Customer
backlog and customer relationships are on a straight-lines basis over estimated lives ranging from 1 to 9 years. Non-compete
agreements are amortized on a straight-line basis over their contractual lives ranging from 4 to 5 years. Favorable lease is
amortized on a straight-line basis over the remaining lease term of 9 years.
The following table summarizes the weighted average useful lives of intangible assets acquired during 2015:
Weighted
Average
Useful Life
Customer relationships .................................................................................................................................
Trade name ...................................................................................................................................................
Customer backlog .........................................................................................................................................
Favorable leases ............................................................................................................................................
Non-compete ................................................................................................................................................
10.0
1.7
5.2
8.8
3.9
Amortization expense for the years ended December 31, 2015, 2014 and 2013 was $2,624, $1,427 and $978,
respectively.
As of December 31, 2015, the future estimated aggregate amortization related to intangible assets is as follows:
Period ending December 31,
Amount
2016 ............................................................................................................................................................... $
2017 ...............................................................................................................................................................
2018 ...............................................................................................................................................................
2019 ...............................................................................................................................................................
2020 ...............................................................................................................................................................
Thereafter .....................................................................................................................................................
Total ...................................................................................................................................................... $
2,523
1,957
1,562
1,465
1,159
3,701
12,367
68
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
Note 8 – Accrued Liabilities
Accrued liabilities consist of the following:
December 31, December 31,
2015
2014
Stock payable for acquisitions ......................................................................................... $
Deferred rent ...................................................................................................................
Payroll and related taxes .................................................................................................
Professional liability reserve ...........................................................................................
Benefits ...........................................................................................................................
Accrued vacation .............................................................................................................
Other ................................................................................................................................
Total ................................................................................................................................ $
- $
615
3,131
216
639
2,994
1,969
9,564 $
46
530
1,507
136
123
1,386
1,035
4,763
Note 9 – Notes Payable
Notes payable consists of the following:
December 31, December 31,
2015
2014
Term Loan ........................................................................................................................ $
Note Payable ....................................................................................................................
Uncollateralized promisory notes .....................................................................................
Total Notes Payable .........................................................................................................
Current portion of notes payable ......................................................................................
Notes payable, less current portion .................................................................................. $
- $
754
9,953
10,707
(4,347 )
6,360 $
318
1,231
4,707
6,256
(2,878)
3,378
Credit Facility
On January 31, 2014, the Company entered into a Business Loan Agreement with Western Alliance Bank, an Arizona
corporation (“Western Alliance”), as lender, which was amended on September 3, 2014 and provides for a two-year, $8,000
revolving credit facility (the “Credit Facility”). The interest rate is prime rate plus 0.50%, with a minimum of 3.75%, which
was the interest rate as of December 31, 2015. The Credit Facility contains a cross default and cross collateralization provision
with the Term Loan described below. The Credit Facility contains certain financial covenants, including an annual maximum
debt to tangible net worth ratio of 3.0:1.0 as of December 31, 2014 and for each annual period ending on the last day of each
fiscal year thereafter. In addition, the Credit Facility contains an annual minimum debt service coverage ratio equal to 1.5:1.0
for each annual period ending on the last day of the fiscal year beginning December 31, 2013. The Credit Facility also contains
financial reporting covenant provisions and other covenants, representations, warranties, indemnities, and events of default
that are customary for facilities of this type. The Credit Facility is guaranteed by the Company’s wholly-owned subsidiaries:
(i) NV5 Holdings, (ii) NV5, (iii) NV5, LLC, (iv) JLA, and (v) RBA. As of December 31, 2015 and 2014, the Company is in
compliance with the financial and reporting covenants. The Credit Facility is secured by a first priority lien on substantially
all of the assets of NV5 Global, Inc., NV5 Holdings and NV5. On July 20, 2015, we amended the Credit Facility to add
additional subsidiary guarantors, establish a within-line facility of up to $1,000 for the issuance of standby letters of credit
and extend the maturity date of the Credit Facility to May 31, 2016 from January 31, 2016. As of December 31, 2015 and
2014, the outstanding balance on the Credit Facility was $0. Standby letters of credit outstanding were $146 and $0 as of
December 31, 2015 and 2014, respectively.
Term Loan
The Company had a note payable to Western Alliance, which was paid and matured on February 1, 2015 (the “Term
Loan”). As of December 31, 2015 and 2014, the outstanding balance on the Term Loan was approximately $0 and $318,
respectively.
69
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
Note Payable
The note held by the seller of Nolte Associates Inc. (the “Nolte Note”) is currently outstanding with a maturity date of
July 29, 2017. The Nolte Note bears interest at the prime rate plus 1%, subject to a maximum rate of 7.0%. As of
December 31, 2015 and December 31, 2014, the actual interest rate was 4.25%. Under the terms of the Nolte Note, as
amended, the Company pays quarterly principal installments of approximately $100 plus interest. The Nolte Note is
unsecured and is subordinated to the Term Loan, although the Company is permitted to make periodic principal and interest
payments. As of December 31, 2015 and 2014, the outstanding balance on the Nolte Note was approximately $754 and
$1,231, respectively.
Uncollateralized Promissory Notes
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 payments of
$1,000 each due on the first, second, third, and fourth anniversaries of July 1, 2015, the effective date of the acquisition. The
outstanding balance of the RBA Note was $4,000 as of December 31, 2015.
On June 24, 2015, the Company acquired certain assets of Allwyn. The purchase price included an uncollateralized
$500 promissory note bearing interest at 3.5% (the “Allwyn Note”) that is payable in three equal payments of $167 each due
on the first, second and third anniversaries of June 24, 2015, the effective date of the acquisition. The outstanding balance of
the Allwyn Note was $500 as of December 31, 2015.
On April 22, 2015, the Company acquired all of the outstanding equity interests of Mendoza. The purchase price
included an uncollateralized $3,000 short-term promissory note, based on the collection of acquired accounts receivable and
work in process, payable within one year, and an uncollateralized $500 promissory note bearing interest at 3% (the “Mendoza
Note”) that is payable in two equal payments of $250 each due on the first and second anniversaries of April 22, 2015, the
effective date of the acquisition. The outstanding balance of the short-term promissory note was $278 and of the Mendoza
Note was $500, as of December 31, 2015.
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”) that is payable in four equal payments
of $313 each due on the first, second, third, and fourth anniversaries of January 30, 2015, the effective date of the acquisition.
The outstanding balance of the JLA Note was $1,250 as of December 31, 2015.
On November 3, 2014, the Company acquired certain assets of the Buric Companies. The purchase price included an
uncollateralized, 3% interest bearing promissory note in the aggregate principal amount of $300 (the “Buric Note”). The note
is payable in three equal payments of $100 due on the first, second and third anniversaries of November 3, 2014, the effective
date of the acquisition. The carrying value of the Buric Note was approximately $200 and $300 as of December 31, 2015 and
2014, respectively.
On June 30, 2014, the Company acquired certain assets of ORSI. The purchase price included an uncollateralized non-
interest bearing promissory note in the aggregate principal amount of $450 (the “ORSI Note”) for which the Company has
imputed interest at a rate of 3.75%. This note is payable in two equal payments of $225 due on the first and second
anniversaries of June 30, 2014, the effective date of the acquisition. The carrying value of the ORSI Note was approximately
$221 and $434 as of December 31, 2015 and 2014, respectively.
On March 21, 2014, the Company acquired all of the outstanding equity interests of NV5, LLC. The purchase price
included an uncollateralized $3,000 promissory note bearing interest at 3.0% (the “AK Note”) that is payable in three equal
payments of $1,000 each due on the first, second and third anniversaries of March 21, 2014, the effective date of the
acquisition. The outstanding balance of the AK Note was $2,000 and $3,000 as of December 31, 2015 and 2014, respectively.
On January 31, 2014, the Company acquired certain assets of AQC. The purchase price included an uncollateralized
non-interest bearing promissory note in the aggregate principal amount of $300 (the “AQC Note”) for which the Company
has imputed interest at a rate of 3.75%. This note is payable in two equal payments of $150 each, due on the first and second
anniversaries of January 31, 2014, the effective date of the acquisition. As of December 31, 2015 and 2014, the carrying
value of the AQC Note was approximately $150 and $294, respectively.
70
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
On August 12, 2013, the Company acquired certain assets and assumed certain liabilities of Dunn Environmental, Inc.
The purchase price consisted of an uncollateralized promissory note in the aggregate principal amount of approximately $92,
bearing interest at 4.0%, payable in two equal payments of approximately $46 each due on the first and second anniversaries
of August 12, 2013, the effective date of the acquisition. The outstanding balance of this note was $0 and $46 as of
December 31, 2015 and 2014, respectively.
On April 30, 2013, the Company acquired certain assets and assumed certain liabilities of Consilium Partners. The
purchase price included an uncollateralized promissory note in the aggregate principal amount of $200, bearing interest at
4.0%, payable in three equal payments of approximately $67 each, and due on the first, second and third anniversaries of
April 30, 2013, the effective date of the acquisition. The outstanding balance of this note was approximately $67 and $133,
as of December 31, 2015 and 2014, respectively.
On July 27, 2012, the Company acquired certain assets and assumed certain liabilities of Kaderabek Company
(“Kaco”). The purchase price included a note in the aggregate principal amount of $2,000 (the “Kaco Note”), bearing interest
at 3.0% for the first year and 200 basis points over the one-year LIBOR for the years thereafter, which is payable as follows:
$500 due by (and paid on) December 28, 2012 and three equal payments of $500 each due on the first, second and third
anniversaries of July 27, 2012, the effective date of the acquisition. As of December 31, 2015 and 2014, the actual interest
rate was 2.58%. The outstanding balance of the Kaco Note was $0 and $500 as of December 31, 2015 and 2014, respectively.
Future contractual maturities of long-term debt as of December 31, 2015 are as follows:
Period ending December 31,
Amount
2016 ............................................................................................................................................................... $
2017 ...............................................................................................................................................................
2018 ...............................................................................................................................................................
2019 ...............................................................................................................................................................
Total ............................................................................................................................................................. $
4,347
3,406
1,636
1,318
10,707
As of December 31, 2015 and 2014, the carrying amount of debt obligations approximates their fair values based on
Level 2 inputs as the terms are comparable to terms currently offered by local lending institutions for arrangements with
similar terms to industry peers with comparable credit characteristics.
Note 10 – Stock Repurchase Obligation
The stock repurchase obligation at December 31, 2015 and 2014 represented notes payable for the repurchase of
common stock of certain former non-controlling interests in NV5. These notes were unsecured and subordinated to bank debt
and the maintenance of related debt covenants, and bear interest from 3.25% to 4.25%. The rates adjusted annually based on
the prime rate. The notes required quarterly interest and principal payments through their maturity dates. During the third
quarter of 2015, the Company opted to pay the remaining principal and accrued interest related to these obligations. The
outstanding balance of the stock repurchase obligation was $0 and $935 as of December 31, 2015 and 2014, respectively.
Note 11 – Leases
The Company leases various office facilities from unrelated parties. These leases expire through 2024 and, in certain
cases, provide for escalating rental payments and reimbursement for operating costs. During the years ended December 31,
2015 and 2014, the Company leased office space from one stockholder on a month-to-month basis. During the year ended
December 31, 2013, the Company leased office space from a stockholder on a month-to-month basis and from the former
owner of Kaco, who became a stockholder on December 28, 2012 in conjunction with the Kaco acquisition. The Company
recognized lease expense of $4,049, $2,668 and $2,863 during the years ended December 31, 2015, 2014 and 2013,
respectively, which is included in “Facilities and facilities related” in the consolidated statements of comprehensive income.
Included in these amounts are $24, $58 and $223 for the years ended December 31, 2015, 2014 and 2013, respectively, for
office leases with stockholders of the Company.
71
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
Future minimum payments under the non-cancelable operating leases as of December 31, 2015 are as follows:
Period ending December 31,
2016 ........................................................................................................................................................... $
2017 ...........................................................................................................................................................
2018 ...........................................................................................................................................................
2019 ...........................................................................................................................................................
2020 ...........................................................................................................................................................
Thereafter ......................................................................................................................................................
Total minimum lease payments .................................................................................................................... $
Amount
5,099
4,441
3,688
2,280
2,015
5,428
22,951
Note 12 – Commitments and Contingencies
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 and
such estimate cannot be made.
The Company’s office leases are classified as operating leases and rent expense is included in facilities and facilities
related expense in the Company’s consolidated statements of comprehensive income. Some lease terms include rent and other
concessions and rent escalation clauses which are included in computing minimum lease payments. Minimum lease payments
are recognized on a straight-line basis over the minimum lease term. The variance of rent expense recognized from the
amounts contractually due pursuant to the underlying leases is included in accrued liabilities in the Company’s consolidated
balance sheets.
Note 13 – Stock-Based Compensation
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 31, 2015, 519,579 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. A summary of the changes in unvested shares of the restricted stock during the year ended December 31, 2015
is presented below.
72
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
The following table summarizes the status of restricted stock awards as of December 31, 2015 and 2014, and changes
during the year ended December 31, 2015:
Number of
Unvested
Restricted Shares
of Common
Stock and
Restricted Stock
Units
Weighted
Average Grant
Date Fair Value
Unvested shares as of January 1, 2015 ..................................................................
Granted ...........................................................................................................
Vested ............................................................................................................
Forfeited .........................................................................................................
Unvested shares as of December 31, 2015 ............................................................
622,412 $
223,578 $
(406,923) $
(8,251) $
430,816 $
4.53
17.36
2.41
10.70
13.08
Share-based compensation expense relating to restricted stock awards during the years ended December 31, 2015,
2014 and 2013 was $1,696, $752 and $365, respectively. Approximately $3,523 of deferred compensation, which is expected
to be recognized over the remaining weighted average vesting period of 2.3 years, is unrecognized at December 31, 2015.
Note 14 – Employee Benefit Plan
The Company sponsors a 401(k) Profit Sharing and Savings Plan (the “401(k) Plan”). Employees meeting certain age
and length of service requirements may contribute up to the defined statutory limit into the 401(k) Plan. The 401(k) Plan
allows for the Company to make matching contributions into the 401(k) Plan 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.
The Company contributed $420, $309 and $232, respectively, to the 401(k) Plan for the years ended December 31,
2015, 2014 and 2013, respectively.
Note 15 – Income Taxes
Year Ended
December 31, December 31, December 31,
2014
2013
2015
Current:
Federal ........................................................................................... $
State ...............................................................................................
Total current income tax expense ...............................................
4,557 $
1,104
5,661
2,519 $
309
2,828
Deferred:
Federal ...........................................................................................
State ...............................................................................................
Total deferred income tax (benefit) ............................................
(565)
(101)
(666)
191
57
248
Total income tax expense .................................................................. $
4,995 $
3,076 $
1,369
71
1,440
(409 )
(157 )
(566 )
874
73
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
Temporary differences comprising the net deferred income tax asset (liability) shown in the Company’s consolidated
balance sheets were as follows:
December 31, December 31,
2015
2014
Deferred tax asset:
Allowance for doubtful accounts ................................................................................. $
Accrued compensation .................................................................................................
Deferred rent ................................................................................................................
Acquired intangibles ....................................................................................................
State income taxes .......................................................................................................
Other ............................................................................................................................
Total deferred tax asset ............................................................................................
Deferred tax liability:
Acquired intangibles .....................................................................................................
Depreciation and amortization .....................................................................................
Other .............................................................................................................................
Total deferred tax liability ........................................................................................
Net deferred tax asset (liability) ................................................................................ $
430 $
1,722
295
-
251
161
2,859
(2,129 )
(699 )
(173 )
(3,001 )
(142 ) $
251
867
220
498
36
120
1,992
-
(294)
(217)
(511)
1,481
Total income tax expense (benefit) was different than the amount computed by applying the Federal statutory rate as
follows:
Year Ended
December 31, December 31, December 31,
2014
2013
2015
Tax at federal statutory rate ............................................................... $
State taxes, net of Federal benefit .....................................................
Federal and state tax credits ..............................................................
Changes in unrecognized tax position ................................................
Discrete federal tax benefit ...............................................................
Domestic production activities deduction ..........................................
Other permanent differences, net ......................................................
Total income tax expense .................................................................. $
4,586 $
742
(200)
20
-
(312)
159
4,995 $
2,709
392
(283 )
550
-
(230 )
(62 )
3,076
1,235
227
(367 )
-
(168 )
(107 )
54
874
As of December 31, 2015, the Company had net current deferred income tax assets of $1,440 and non-current deferred
tax liabilities of $1,582. As of December 31, 2014, the Company had net current and net non-current deferred income tax
assets of $358 and $1,123, respectively. No valuation allowance against the Company’s net deferred income tax assets is
needed as of December 31, 2015 or December 31, 2014 as it is more-likely-than-not that positions will be realized upon
settlement. Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where the
Company has a future obligation for tax purposes. During the year ended December 31, 2015 the Company recorded a
deferred tax liability of approximately $2,962 in conjunction with the purchase price allocation of JLA and RBA as a result
of the intangibles acquired in the acquisition.
The Company’s consolidated effective income tax rate was 37.0% for the year ended December 31, 2015. The
difference between the effective income tax rate and the combined statutory federal and state income tax rate of approximately
39.0% is principally due to the federal domestic production activities deduction. The Company’s consolidated effective
income tax rate was 38.6% for the year ended December 31, 2014. The difference between the effective tax rate and the
combined statutory federal and state tax rate of 39.0% is principally due to the domestic production activities deduction and
research and development credits as well as higher tax deductions realized on the Company’s 2013 federal and state tax
74
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
returns filed during the third quarter of 2014. The Company’s consolidated effective income tax rate was 24.1% for the year
ended December 31, 2013. The reduction in the effective tax rate compared to the combined statutory federal and state tax
rate of 39.0% is principally due to the domestic production activities deduction as well as higher tax deductions realized on
its 2012 federal and state tax returns filed during the third quarter of 2013.
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
Company is currently under examination by the California Franchise Tax Board (“CFTB”) about certain research and
development tax credits generated and included on the tax returns of an acquired company for the years 2005 to 2009. Fiscal
years 2005 through 2015 are considered open tax years in the State of California and 2012 through 2015 in the U.S. federal
jurisdiction and other state jurisdictions.
At December 31, 2015, the Company had $570 of unrecognized tax benefits. Included in the balance of unrecognized
tax benefits at the end of 2015 were $570 of tax benefits that, if recognized, would affect our effective tax rate. It is not
expected that there will be a significant change in the unrecognized tax benefits in the next 12 months. A reconciliation of
the beginning and ending amount of unrecognized tax benefits is as follows:
Year ended
December 31,
2015
Unrecognized tax benefits—beginning of the year ....................................................................................... $
Gross increases/(decrease)—prior year ..............................................................................................
Gross increases/(decrease)—current year ...........................................................................................
Unrecognized tax benefits—end of the year ................................................................................................. $
550
20
-
570
Note 16 – Reportable Segments
The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting” (“Topic
No. 280”). During 2015, the Company reevaluated the composition of its operating segments due to the acquisitions in 2015
and the change that both the Company’s Chief Executive Office and President serve as the chief operating decision maker
due to changes in our internal reporting structure. As a result, the Company has the following three reportable segments:
Infrastructure, engineering and support services (INF): The Infrastructure reportable segment provides to clients a
broad array of services in the area of engineering, design and support services including energy services.
Construction quality assurance (CQA): The CQA reportable segment provides construction inspection; geotechnical
and engineering services; construction claims and litigation services; and environmental quality testing services.
Program management services (PM): The PM reportable segment provides program management for transportation
and vertical construction projects including construction management.
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. We account for
inter-segment revenues and transfers as if the sales and transfers were to third parties. All significant intercompany balances
and transactions are eliminated in consolidation.
75
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
The following tables set forth summarized financial information concerning our reportable segments. Prior period
segment financial information presented has been recast to reflect the reorganized reporting structure:
Year Ended
December 31, December 31, December 31,
2014
2013
2015
Gross revenues
INF ..................................................................................................... $
CQA ...................................................................................................
PM ......................................................................................................
Elimiantion of inter- segment revenues ..............................................
Total gross revenues ....................................................................... $
84,873 $
29,100
41,944
(1,262)
154,655 $
64,325 $
25,201
19,561
(705)
108,382 $
Operating income
INF ..................................................................................................... $
CQA ...................................................................................................
PM ......................................................................................................
Corporate (1) ........................................................................................
Total operating income ................................................................... $
10,462 $
5,120
9,651
(11,746)
13,487 $
6,847 $
5,720
3,619
(8,217)
7,969 $
35,786
17,399
15,756
(709 )
68,232
3,700
4,319
2,655
(7,041 )
3,633
(1) Includes amortization of intangibles of $2,624, $1,427 and $978 for the years ended December 31, 2015, 2014
and 2013, respectively.
December 31, December 31,
2015
2014
Assets
INF ................................................................................................................................... $
CQA .................................................................................................................................
PM ....................................................................................................................................
Corporate (1) ......................................................................................................................
Total assets ................................................................................................................... $
39,350 $
16,722
9,060
46,637
111,769 $
18,152
13,510
5,071
18,657
55,390
(1) Corporate assets consist of intercomany eliminations and assets not allocated to segments including cash and cash
equivalents, deferred income taxes and certain other assets.
76
NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
Note 17 – Quarterly Financial Information (Unaudited)
Management believes the following unaudited quarterly financial information for the years ended December 31, 2015
and 2014, which is derived form the Company’s unaudited interim financial statements, reflects all adjustments necessary
for a fair statement of the results of operations.
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Year Ended December 31, 2015
Gross revenues ....................................................................................... $
29,153 $
34,481 $
48,701 $
42,320
Gross profit ............................................................................................. $
12,885 $
15,371 $
21,531 $
18,991
Income from operations .......................................................................... $
1,782 $
2,763 $
4,947 $
4,207
Income before income tax expense ........................................................ $
1,714 $
2,729 $
4,869 $
4,175
Net income and comprehensive income ................................................. $
1,085 $
1,733 $
3,002 $
2,672
Basic earnings per share .......................................................................... $
0.20 $
0.28 $
0.40 $
Diluted earnings per share ....................................................................... $
0.18 $
0.25 $
0.38 $
0.35
0.33
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Year Ended December 31, 2014
Gross revenues ....................................................................................... $
18,992 $
29,229 $
31,420 $
28,741
Gross profit ............................................................................................. $
9,354 $
11,944 $
12,718 $
11,165
Income from operations .......................................................................... $
1,167 $
1,741 $
2,839 $
2,496
Income before income tax expense ........................................................ $
1,115 $
1,664 $
2,749 $
2,441
Net income and comprehensive income ................................................. $
707 $
1,054 $
1,723 $
1,409
Basic earnings per share .......................................................................... $
0.14 $
0.21 $
0.34 $
Diluted earnings per share ....................................................................... $
0.13 $
0.19 $
0.31 $
0.27
0.25
Note 18 – Subsequent Events
On February 1, 2016, the Company acquired Sebesta, Inc. (“Sebesta”), a St. Paul, Minnesota-based mechanical,
electrical and plumbing (MEP) engineering and energy management company. Primary clients include federal and state
governments, power and utility companies, and major educational, healthcare, industrial and commercial property owners
throughout the United States. Sebesta’s staff numbers 175 and operates from 12 offices in the Midwest, Texas, Mid-Atlantic
and Northeast. The purchase price of this acquisition was $14,000 made entirely in cash from internal sources without using
debt.
Under the acquisition method of accounting, the Company will recognize the assets acquired and the liabilities
assumed at their fair values and will record an allocation of the purchase price to the tangible and identifiable intangible
assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The Company expects
goodwill will be recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired
and the amount attributable to the reputation of the businesses acquired, the workforce in place and the synergies to be
achieved from these acquisitions. The purchase price accounting is not completed at this time since the transaction recently
closed on February 1, 2016. The Company expects to establish a preliminary purchase price allocation with respect to these
transactions by the end of the first quarter of 2016.
77
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES
Controls and Procedures
As of December 31, 2015, the end of the period covered by this Annual Report on Form 10-K, we carried out an
evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and
our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as
such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive
Officer and our Chief Financial Officer concluded that, as of December 31, 2015, the end of the period covered by this Annual
Report on Form 10-K, the Company’s disclosure controls and procedures, were effective such that the information relating
to the Company required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to the Company’s
management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process to
provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with
accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over
financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be
prevented or detected. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer,
assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment,
our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in 2013 Internal Control—Integrated Framework. Our management has concluded that, as of December 31, 2015,
our internal control over financial reporting was effective based on these criteria.
Report of Independent Registered Public Accounting Firm
This Annual Report on Form 10-K does not include an attestation report of the Company's independent registered
public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation
by the Company's independent registered public accounting firm pursuant to the rules of the SEC, applicable to emerging
growth companies that permit the Company to provide only management's report in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
Under the supervision and with the participation of our management, including our Principal Executive Officer and
Principal Financial Officer, we conducted an evaluation of any changes in our internal control over financial reporting (as
such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently
completed fiscal quarter. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded
that there have not been any changes in our internal control over financial reporting during our most recently completed fiscal
quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
78
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Information required by this item is incorporated by reference from our definitive proxy statement for the 2016 Annual
Meeting of Stockholders to be filed within 120 days of our fiscal 2015 year end.
ITEM 11.
EXECUTIVE COMPENSATION.
Information required by this item is incorporated by reference from our definitive proxy statement for the 2016 Annual
Meeting of Stockholders to be filed within 120 days of our fiscal 2015 year end.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
Information required by this item is incorporated by reference from our definitive proxy statement for the 2016 Annual
Meeting of Stockholders to be filed within 120 days of our fiscal 2015 year end.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Information required by this item is incorporated by reference from our definitive proxy statement for the 2016 Annual
Meeting of Stockholders to be filed within 120 days of our fiscal 2015 year end.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES.
Information required by this item is incorporated by reference from our definitive proxy statement for the 2016 Annual
Meeting of Stockholders to be filed within 120 days of our fiscal 2015 year end.
79
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) Financial Statements:
PART IV
(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:
Number Description
2.1
2.2
2.3
Membership Interest Purchase Agreement, dated as of March 21, 2014, by and among AK Environmental, LLC,
a North Carolina limited liability company, Amy B. Gonzales and Kelly S. Caldwell, as the sole members of AK
Environmental, LLC, and NV5 Global, Inc. (Incorporated by reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K filed with the SEC on March 26, 2014)
Stock Purchase Agreement, dated as of July 1, 2015, by and among The RBA Group, Inc., Engineers, Architects
and Planners (“RBA”), each of the stockholders of RBA, the stockholder representative and NV5 Holdings, Inc.
(Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on
July 6, 2015)
Stock Purchase Agreement, dated as of January 30, 2015, by and among Joslin, Lesser & Associates, Inc. a
Massachusetts corporation, each of the stockholders of Joslin, Lesser & Associates, Inc., Stuart D. Lesser, as the
sole stockholder representative of Joslin, Lesser & Associates, Inc. and NV5 Holdings, Inc. (Incorporated by
reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2015)
3.1
Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s
Registration Statement on Form S-1 filed with the SEC on January 28, 2013)
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of NV5 Holdings, Inc.
(Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on
December 8, 2015)
3.3
Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on
Form 8-K filed with the SEC on December 8, 2015)
4.1
Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Company’s
Registration Statement on Form S-1 filed with the SEC March 11, 2013)
4.2
Specimen Stock Certificate (Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Company’s
Registration Statement on Form S-1 filed with the SEC March 11, 2013)
4.3
Specimen Warrant Certificate (included in Exhibit 4.5) (Incorporated by reference to Exhibit 4.5 to Amendment
No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 11, 2013)
4.4
Underwriting Agreement, dated March 26, 2013, between the Registrant and Roth Capital Partners, LLC
(Incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed with the SEC on April 1, 2013)
4.5
Underwriter’s Warrant dated April 2, 2013 (Incorporated by reference to Exhibit 4.1 of the Current Report on
Form 8-K filed with the SEC on April 5, 2013)
80
Number Description
4.6
4.7
Warrant Agreement, dated April 2, 2013, between Registrar and Transfer Company and NV5 Global, Inc.
(Incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed with the SEC on April 5, 2013)
Amended and Restated Warrant Agreement, dated September 24, 2013, between Registrar and Transfer
Company and the Registrant (Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed
with the SEC on September 27, 2013)
10.1
2011 Equity Incentive Plan, as amended through March 8, 2013† (Incorporated by reference to Exhibit 10.1 to
Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 11, 2013)
10.2
Form of Restricted Stock Agreement† (Incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the
Company’s Registration Statement on Form S-1 filed with the SEC on March 11, 2013)
10.3
Form of Restricted Stock Unit Agreement† (Incorporated by reference to Exhibit 10.3 to Amendment No. 1 to
the Company’s Registration Statement on Form S-1 filed with the SEC on March 11, 2013)
10.4
Form of Indemnity Agreement (Incorporated by reference to Exhibit 10.5 to the Company’s Registration
Statement on Form S-1 filed with the SEC on January 28, 2013)
10.6
10.7
10.8
10.9
10.10
10.11
10.12
Employment Agreement, dated April 11, 2011, between NV5, Inc. and Dickerson Wright† (Incorporated by
reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on
January 28, 2013)
Employment Agreement, dated October 1, 2010, between NV5, Inc. (formerly Vertical V, Inc.) and Richard
Tong, as amended by that certain First Amendment to Employment Agreement, dated as of March 18, 2011,
between NV5, Inc. and Richard Tong† (Incorporated by reference to Exhibit 10.8 to the Company’s Registration
Statement on Form S-1 filed with the SEC on January 28, 2013)
Employment Agreement, dated October 1, 2010, between NV5, Inc. (formerly Vertical V, Inc.) and Alexander
Hockman, as amended by that certain First Amendment to Employment Agreement, dated as of March 18, 2011,
between NV5, Inc. and Alexander Hockman† (Incorporated by reference to Exhibit 10.9 to the Company’s
Registration Statement on Form S-1 filed with the SEC on January 28, 2013)
Employment Agreement, dated January 25, 2012, between NV5, Inc. and Michael Rama† (Incorporated by
reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed with the SEC on
January 28, 2013)
Employment Agreement, dated October 1, 2010, between NV5, Inc. (formerly Vertical V, Inc.) and MaryJo
O’Brien, as amended by that certain First Amendment to Employment Agreement, dated as of March 18, 2011,
between NV5, Inc. and MaryJo O’Brien† (Incorporated by reference to Exhibit 10.11 to the Company’s
Registration Statement on Form S-1 filed with the SEC on January 28, 2013)
Business Loan Agreement, dated March 16, 2012, between NV5, Inc., as borrower, and Torrey Pines Bank, as
lender, regarding Loan Number 0901122297 (Incorporated by reference to Exhibit 10.12 to the Company’s
Registration Statement on Form S-1 filed with the SEC on January 28, 2013)
Business Loan Agreement, dated September 19, 2012, between NV5, Inc., as borrower, and Torrey Pines Bank,
as lender, regarding Loan Number 0909121377 (Incorporated by reference to Exhibit 10.13 to the Company’s
Registration Statement on Form S-1 filed with the SEC on January 28, 2013)
81
Number Description
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
Business Loan Agreement, dated September 19, 2012, between Nolte Associates, Inc., as borrower, and Torrey
Pines Bank, as lender, regarding Loan Number 0909122289 (Incorporated by reference to Exhibit 10.14 to the
Company’s Registration Statement on Form S-1 filed with the SEC on January 28, 2013)
Stock Purchase Agreement, dated as of August 3, 2010, between George S. Nolte Jr., George S. Nolte Jr. and
Jacqueline A. Nolte, as trustee of the Nolte Family Trust u/t/a/ dated March 28, 1989, as amended and restated
August 20, 2011, and NV5, Inc. (formerly Vertical V, Inc.) (Incorporated by reference to Exhibit 10.15 to the
Company’s Registration Statement on Form S-1 filed with the SEC on January 28, 2013)
Letter Agreement, dated March 12, 2013, between NV5 Global, Inc. and the Nolte Family Trust u/t/a dated
March 23, 1989, as amended and restated August 20, 2011 (Incorporated by reference to Exhibit 10.15 to
Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 20, 2013)
Business Loan Agreement (Loan Number 0309136049), dated January 31, 2014, between NV5 Global, Inc., as
borrower, and Western Alliance Bank, as lender (Incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed with the SEC on February 5, 2014)
First Amendment to Business Loan Agreement, dated September 3, 2014, between NV5 Global, Inc., as
borrower, and Western Alliance Bank, as lender, regarding Loan Number 0309136049 (Incorporated by
reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 9,
2014)
Second Amendment to Business Loan Agreement (Loan Number 0309136049), dated July 20, 2015, between
NV5 Holdings, Inc., as borrower, and Western Alliance Bank, as lender. (Incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 24, 2015).
Second Amendment to Employment Agreement, dated as of August 11, 2015, between NV5, Inc. and Donald
Alford.† (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with
the SEC on August 14, 2015)
Second Amendment to Employment Agreement, dated as of August 11, 2015, between NV5, Inc. and Alexander
Hockman. † (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed
with the SEC on August 14, 2015)
Second Amendment to Employment Agreement, dated as of August 11, 2015, between NV5, Inc. and Richard
Tong. † (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with
the SEC on August 14, 2015)
Second Amendment to Employment Agreement, dated as of August 11, 2015, between NV5, Inc. and Mary Jo
O’Brien.† (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed
with the SEC on August 14, 2015)
First Amendment to Employment Agreement, dated as of August 11, 2015, between NV5, Inc. and Michael
Rama. † (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with
the SEC on August 14, 2015)
21.1*
Subsidiaries of the Registrant
82
Number Description
23.1*
Consent of Deloitte & Touche LLP
23.2*
Consent of Grant Thornton LLP
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange
Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002
32.1
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002**
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
†
*
**
Indicates a management contract or compensatory plan, contract or arrangement.
Filed herewith.
Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C.
Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not
to be incorporated by reference into any filings of the Company, whether made before or after the date hereof,
regardless of any general incorporation language in such filing.
83
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
NV5 GLOBAL, INC.
/s/ Dickerson Wright
By:
Dickerson Wright
Chairman and Chief Executive Officer
Date: March 11, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Dickerson Wright
Dickerson Wright
Chairman and Chief Executive Officer
(Principal Executive Officer)
March 11, 2016
/s/ Michael P. Rama
Michael P. Rama
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
March 11, 2016
/s/ Alexander A. Hockman
Chief Operating Officer, President and Director
March 11, 2016
Alexander A. Hockman
/s/ Donald C. Alford
Executive Vice President and Director
March 11, 2016
Donald C. Alford
/s/ Gerald J. Salontai
Director
Gerald J Salontai
March 11, 2016
/s/ Jeffrey A. Liss
Director
March 11, 2016
Jeffrey A. Liss
/s/ William D. Pruitt
Director
William D. Pruitt
/s/ Francois Tardan
Director
Francois Tardan
March 11, 2016
March 11, 2016
84
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EXECUTIVE OFFICERS
Dickerson Wright
Chief Executive Officer and Chairman
Alexander A. Hockman
Chief Operating Officer and President
Donald C. Alford
Executive Vice President
Richard Tong
Executive Vice President and General Counsel
Michael P. Rama
Vice President and Chief Financial Officer
MaryJo O’Brien
Executive Vice President, Chief Administrative Officer and Secretary
BOARD OF DIRECTORS
Dickerson Wright
Chief Executive Officer and Chairman, NV5 Global, Inc.
Alexander A. Hockman
Chief Operating Officer and President, NV5 Global, Inc.
Donald C. Alford
Executive Vice President, NV5 Global, Inc.
Jeffrey A. Liss
Independent Consultant (investment and business consulting services)
William D. Pruitt
General Manager, Pruitt Enterprises, LP
President of Pruitt Ventures, Inc.
Gerald J. Salontai
Chief Executive Officer, Salontai Consulting Group
François Tardan
Chief Executive Officer, Leitmotiv Private Equity
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