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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 10-Q
_______________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
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)
_______________________________________________________
Delaware45-3458017
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
200 South Park Road,Suite 350
Hollywood,Florida33021
(Address of principal executive offices)(Zip Code)

(954495-2112
(Registrant’s telephone number, including area code)
_______________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueNVEEThe NASDAQ Stock Market
Indicate by check mark whether the registrant: (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 every Interactive Data File required to be submitted 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 such files).    Yes     No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated Filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes    No
As of October 27, 2023, there were 15,895,937 shares outstanding of the registrant’s common stock, $0.01 par value.




NV5 GLOBAL, INC.
INDEX
Page



PART I – FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS.
NV5 Global, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share data)
September 30, 2023December 31, 2022
Assets
Current assets:  
Cash and cash equivalents$46,439 $38,541 
Billed receivables, net166,859 145,637 
Unbilled receivables, net122,049 92,862 
Prepaid expenses and other current assets14,239 13,636 
Total current assets349,586 290,676 
Property and equipment, net49,930 41,640 
Right-of-use lease assets, net39,105 39,314 
Intangible assets, net236,433 160,431 
Goodwill527,030 400,957 
Other assets3,881 2,705 
Total assets$1,205,965 $935,723 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$67,144 $57,771 
Accrued liabilities64,538 44,313 
Billings in excess of costs and estimated earnings on uncompleted contracts42,808 31,183 
Other current liabilities2,286 1,597 
Current portion of contingent consideration3,845 10,854 
Current portion of notes payable and other obligations12,989 15,176 
Total current liabilities193,610 160,894 
Contingent consideration, less current portion1,897 4,481 
Other long-term liabilities29,102 29,542 
Notes payable and other obligations, less current portion215,642 39,673 
Deferred income tax liabilities, net5,797 6,893 
Total liabilities446,048 241,483 
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding
  
Common stock, $0.01 par value; 45,000,000 shares authorized, 15,892,912 and 15,523,300 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively
159 155 
Additional paid-in capital502,909 471,300 
Accumulated other comprehensive income (loss) (612) 
Retained earnings257,461 222,785 
Total stockholders’ equity759,917 694,240 
Total liabilities and stockholders’ equity$1,205,965 $935,723 
See accompanying notes to consolidated financial statements (unaudited).
1


NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands, except share data)
Three Months EndedNine Months Ended
September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Gross revenues$239,287 $204,075 $646,242 $596,960 
Direct costs:
Salaries and wages56,853 48,295 162,316 141,976 
Sub-consultant services45,522 41,253 112,827 116,557 
Other direct costs21,468 14,592 49,357 45,426 
Total direct costs123,843 104,140 324,500 303,959 
Gross profit115,444 99,935 321,742 293,001 
Operating expenses:
Salaries and wages, payroll taxes, and benefits60,262 49,670 171,883 146,719 
General and administrative20,257 16,730 49,728 47,611 
Facilities and facilities related6,011 5,441 17,208 15,822 
Depreciation and amortization13,840 9,771 38,426 29,373 
Total operating expenses100,370 81,612 277,245 239,525 
Income from operations15,074 18,323 44,497 53,476 
Interest expense(3,882)(1,003)(9,111)(2,804)
Income before income tax benefit (expense)11,192 17,320 35,386 50,672 
Income tax benefit (expense)2,124 (1,257)(710)(8,699)
Net income$13,316 $16,063 $34,676 $41,973 
Earnings per share:
Basic$0.88 $1.09 $2.31 $2.85 
Diluted$0.86 $1.05 $2.24 $2.75 
Weighted average common shares outstanding:
Basic15,210,100 14,768,689 15,035,898 14,732,726 
Diluted15,497,836 15,301,545 15,448,693 15,242,453 
Comprehensive income:
Net income$13,316 $16,063 $34,676 $41,973 
Foreign currency translation losses, net of tax(421) (612) 
Comprehensive income$12,895 $16,063 $34,064 $41,973 
See accompanying notes to consolidated financial statements (unaudited).
2


NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands, except share data)
Three Months Ended
Common StockAdditional
Paid-In
Capital
Accumulated Other Comprehensive Income (Loss)Retained
Earnings
SharesAmountTotal
Balance, July 2, 202215,537,134 $155 $462,066 $ $198,722 $660,943 
Stock-based compensation— — 5,351 — — 5,351 
Restricted stock issuance, net22,787 1 (1)— —  
Net income— — — — 16,063 16,063 
Balance, October 1, 202215,559,921 $156 $467,416 $ $214,785 $682,357 
Balance, July 1, 202315,890,908 $159 $497,035 $(191)$244,145 $741,148 
Stock-based compensation— — 5,459 — — 5,459 
Restricted stock issuance, net(2,213)— — — — — 
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation(730)— (81)— — (81)
Stock issuance for acquisitions2,091 — 196 — — 196 
Payment of contingent consideration with common stock 2,856 — 300 — — 300 
Other comprehensive income (loss)— — — (421)— (421)
Net income— — — — 13,316 13,316 
Balance, September 30, 202315,892,912 $159 $502,909 $(612)$257,461 $759,917 

See accompanying notes to consolidated financial statements (unaudited).











3


NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands, except share data)
Nine Months Ended
Common StockAdditional
Paid-In
Capital
Accumulated Other Comprehensive Income (Loss)Retained
Earnings
SharesAmountTotal
Balance, January 1, 202215,414,005 $154 $451,754 $ $172,812 $624,720 
Stock-based compensation— — 14,312 — — 14,312 
Restricted stock issuance, net133,397 2 (2)— —  
Stock issuance for acquisitions12,519 — 1,352 — — 1,352 
Net income— — — — 41,973 41,973 
Balance, October 1, 202215,559,921 $156 $467,416 $ $214,785 $682,357 
Balance, December 31, 202215,523,300 $155 $471,300 $ $222,785 $694,240 
Stock-based compensation— — 15,031 — — 15,031 
Restricted stock issuance, net244,050 3 (3)— —  
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation(730)— (81)— — (81)
Stock issuance for acquisitions123,436 1 14,665 — — 14,666 
Reclassification of liability-classified awards to equity-classified awards— — 1,697 — — 1,697 
Payment of contingent consideration with common stock2,856 — 300 — — 300 
Other comprehensive income (loss)— — — (612)— (612)
Net income— — — — 34,676 34,676 
Balance, September 30, 202315,892,912 $159 $502,909 $(612)$257,461 $759,917 
See accompanying notes to consolidated financial statements (unaudited).
4



NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Nine Months Ended
September 30, 2023October 1, 2022
Cash flows from operating activities:
Net income$34,676 $41,973 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization42,498 33,091 
Non-cash lease expense10,346 9,409 
Provision for doubtful accounts940 1,252 
Stock-based compensation16,504 15,249 
Change in fair value of contingent consideration(7,518)(543)
Gain on disposals of property and equipment(633)(100)
Deferred income taxes(25,447)(4,288)
Amortization of debt issuance costs573 556 
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables(6,364)13,281 
Unbilled receivables(24,442)(8,633)
Prepaid expenses and other assets1,944 (8,105)
Accounts payable3,846 (7,937)
Accrued liabilities and other long-term liabilities1,243 (1,608)
Billings in excess of costs and estimated earnings on uncompleted contracts(2,113)(2,902)
Contingent consideration(1,307) 
Other current liabilities689 (304)
Net cash provided by operating activities45,435 80,391 
Cash flows from investing activities:
Cash paid for acquisitions (net of cash received from acquisitions)(189,109)(5,020)
Proceeds from sale of assets295 87 
Purchase of property and equipment(14,257)(14,874)
Net cash used in investing activities(203,071)(19,807)
Cash flows from financing activities:
Borrowings from Senior Credit Facility188,000  
Payments on notes payable(6,399)(7,796)
Payments of contingent consideration(793)(1,597)
Payments of borrowings from Senior Credit Facility(15,000)(45,000)
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation(81) 
Net cash provided by (used in) financing activities165,727 (54,393)
Effect of exchange rate changes on cash and cash equivalents(193) 
Net increase in cash and cash equivalents7,898 6,191 
Cash and cash equivalents – beginning of period38,541 47,980 
Cash and cash equivalents – end of period$46,439 $54,171 
See accompanying notes to consolidated financial statements (unaudited).
5


NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Nine Months Ended
September 30, 2023October 1, 2022
Non-cash investing and financing activities:
Contingent consideration (earn-out)$325 $5,849 
Notes payable and other obligations issued for acquisitions$6,326 $2,933 
Stock issuance for acquisitions$14,666 $1,352 
Reclassification of liability-classified awards to equity-classified awards$1,697 $ 
Finance leases$888 $644 
Payment of contingent consideration with common stock$300 $ 
See accompanying notes to consolidated financial statements (unaudited).
6


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(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 technology, conformity assessment, consulting solutions, and software applications to public and private sector clients in the infrastructure, utility services, construction, real estate, environmental, and geospatial markets, operating nationwide and abroad. The Company’s clients include the U.S. Federal, state and local governments, and the private sector. NV5 Global provides a wide range of services, including, but not limited to:
Utility servicesMEP & technology design
LNG servicesCommissioning
EngineeringBuilding program management
Civil program managementEnvironmental health & safety
SurveyingReal estate transaction services
Construction quality assuranceEnergy efficiency & clean energy services
Code compliance consulting3D geospatial data modeling
Forensic servicesEnvironmental & natural resources
Litigation supportRobotic survey solutions
Ecological studiesGeospatial data applications & software
Fiscal Year
The Company operates on a "52/53 week" fiscal year ending on the Saturday closest to the calendar quarter end.
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 (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain all adjustments necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods presented. Accordingly, these statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). The results of operations and cash flows for the interim periods presented are not necessarily indicative of the results to be expected for any future interim period or for the full 2023 fiscal year.
7

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Performance Obligations
To determine the proper revenue recognition method, the Company evaluates whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. The majority of the Company's contracts have a single performance obligation as the promise to transfer the individual goods or services that is not separately identifiable from other promises in the contracts and therefore, is not distinct.
The Company’s performance obligations are satisfied as work progresses or at a point in time. Revenue on the Company's cost-reimbursable contracts is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it depicts the transfer of control to the customer. Contract costs include labor, sub-consultant services, and other direct costs.
Gross revenue from services transferred to customers at a point in time is recognized when the customer obtains control of the asset, which is generally upon delivery and acceptance by the customer of the reports and/or analysis performed.
As of September 30, 2023, the Company had $853,829 of remaining performance obligations, of which $694,544 is expected to be recognized over the next 12 months and the majority of the balance over the next 24 months. Contracts for which work authorizations have been received are included in performance obligations. Performance obligations include only those amounts that have been funded and authorized and does not reflect the full amounts the Company may receive over the term of such contracts. In the case of non-government contracts and project awards, performance obligations include future revenue at contract or customary rates, excluding contract renewals or extensions that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, the Company includes revenue from such contracts in performance obligations to the extent of the remaining estimated amount.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled receivables (contract assets), and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) on the Consolidated Balance Sheet. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized on these contracts as of the reporting date. This liability is generally classified as current. During the three and nine months ended September 30, 2023 the Company performed services and recognized $1,793 and $26,840, respectively, of revenue related to its contract liabilities that existed as of December 31, 2022.

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.
 
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 the Company applies a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques, and weights the results accordingly. Subjective and complex judgments are required 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. The Company has elected to perform its annual goodwill impairment review as of August 1 of each year. The Company conducts its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill.

8

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
As of August 1, 2023, the Company conducted its annual impairment tests using the quantitative method of evaluating goodwill. Based on the quantitative analyses the Company determined the fair value of each of the reporting units exceeded its carrying value. Therefore, the goodwill was not impaired and the Company did not recognize an impairment charge relating to goodwill as of August 1, 2023. Furthermore, there were no indicators, events or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2023 through September 30, 2023.
Identifiable intangible assets primarily include customer backlog, customer relationships, trade names, non-compete agreements, and developed technology. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. There were no indicators, events or changes in circumstances that would indicate intangible assets were impaired during the nine months ended September 30, 2023. See Note 8, Goodwill and Intangible Assets, for further information on goodwill and identified intangibles.
There have been no material changes in the Company's significant accounting policies described in the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.
Note 3 – Recent Accounting Pronouncements
None.
Note 4 – 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, excluding unvested restricted shares. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. The effect of potentially dilutive securities is not considered during periods of loss or if the effect is anti-dilutive.
The weighted average number of shares outstanding in calculating basic earnings per share for the nine months ended September 30, 2023 and October 1, 2022 exclude 687,716 and 760,050 non-vested restricted shares, respectively. During the three and nine months ended September 30, 2023, there were 22,365 and 31,886 weighted average securities, respectively, which are not included in the calculation of diluted weighted average shares outstanding because their impact is anti-dilutive or their performance conditions have not been met. During the three and nine months ended October 1, 2022, there were 36,794 and 25,282 weighted average securities, respectively, which are not included in the calculation of diluted weighted average shares outstanding because their impact is anti-dilutive or their performance conditions have not been met.
9

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(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:
Three Months EndedNine Months Ended
September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Numerator:
Net income – basic and diluted$13,316 $16,063 $34,676 $41,973 
Denominator:
Basic weighted average shares outstanding15,210,100 14,768,689 15,035,898 14,732,726 
Effect of dilutive non-vested restricted shares and units262,709 517,238 387,657 494,047 
Effect of issuable shares related to acquisitions25,027 15,618 25,138 15,680 
Diluted weighted average shares outstanding15,497,836 15,301,545 15,448,693 15,242,453 
Note 5 Business Acquisitions
2023 Acquisitions
On April 6, 2023, the Company acquired all of the outstanding equity interests in the Visual Information Solutions commercial geospatial technology and software business ("VIS") from L3Harris. VIS is a provider of subscription-based software solutions for the analysis and management of software applications and Analytics as a Service (AaaS) solutions. The Company acquired VIS for a cash purchase price of $75,371. The purchase price and other related costs associated with the transaction were financed through the Company's amended and restated credit agreement (the "Second A&R Credit Agreement" or "Senior Credit Facility") with Bank of America, N.A. and other lenders party thereto. See Note 10, Notes Payable and Other Obligations, for further detail on the Second A&R Credit Agreement. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, the Company engaged an independent third-party valuation specialist to assist in the determination of fair values. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable, certain fixed assets, deferred tax liabilities, and the fair value of other assets and liabilities acquired.    
On February 22, 2023, the Company acquired all of the outstanding equity interests in Continental Mapping Acquisition Corp. and its subsidiaries, including Axim Geospatial, LLC (collectively "Axim"), a provider of comprehensive geospatial services and solutions addressing critical mission requirements for customers across the defense and intelligence and state and local government sectors. The aggregate purchase price of the acquisition was $139,562, including $119,736 in cash, a $6,326 promissory note, and $13,500 of the Company's common stock. The purchase price and other related costs associated with the transaction were financed through the Company's Second A&R Credit Agreement with Bank of America, N.A. and other lenders party thereto. See Note 10, Notes Payable and Other Obligations, for further detail on the Second A&R Credit Agreement. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, the Company engaged an independent third-party valuation specialist to assist in the determination of fair values. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable, certain fixed assets, deferred tax liabilities, and the fair value of other assets and liabilities acquired.
The Company has completed four other acquisitions during 2023. The aggregate purchase price for the four acquisitions was $7,725, including $6,900 in cash, $500 of the Company's common stock, and a potential earn-out of up to $340 payable in cash, which has been recorded at an estimated fair value of $325. A probability-weighted approach was used to determine the fair value of the earn-out, which is a generally accepted valuation technique that embodies all significant assumption types. The final
10

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The 2023 acquisitions will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable, and deferred tax liabilities.
2022 Acquisitions    
The Company completed five acquisitions during 2022. The aggregate purchase price of all five acquisitions was $14,220, including $5,882 of cash, $1,606 of promissory notes, $433 of the Company's common stock, and potential earn-outs of up to $15,850 payable in cash and stock, which was recorded at an estimated fair value of $6,299. An option-based model was used to determine the fair value of the earn-outs, which is a generally accepted valuation technique that embodies all significant assumption types. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, the Company engaged an independent third-party valuation specialist to assist in the determination of fair values. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The 2022 acquisitions will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the acquisition date, including intangible assets, accounts receivable, and certain fixed assets. Purchase price allocation adjustments recorded during 2023 were immaterial.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date for the acquisitions closed during the nine months ended September 30, 2023 and the fiscal year ended December 31, 2022:
20232022
VISAximOtherTotalTotal
Cash$7,027 $5,419 $1,316 $13,762 $ 
Billed and unbilled receivables, net5,042 13,937 1,609 20,588 1,794 
Right-of-use assets2,162 1,643 552 4,357 632 
Property and equipment118 2,870 38 3,026 1,510 
Prepaid expenses1,505 1,543 17 3,065  
Other assets 156 5 161  
Intangible assets:
Customer relationships34,339 53,518 2,146 90,003 3,606 
Trade name2,983 2,266 160 5,409 268 
Customer backlog882 3,862 583 5,327 459 
Developed technology4,578 1,942  6,520  
Non-compete26 580 197 803 298 
Total Assets$58,662 $87,736 $6,623 $153,021 $8,567 
Liabilities(16,535)(13,668)(2,297)(32,500)(5,623)
Deferred tax liabilities(9,369)(14,477)(506)(24,352) 
Net assets acquired$32,758 $59,591 $3,820 $96,169 $2,944 
Consideration paid (Cash, Notes and/or stock)$75,371 $139,562 $7,400 $222,333 $7,921 
Contingent earn-out liability (Cash and stock)  325 325 6,299 
Total Consideration$75,371 $139,562 $7,725 $222,658 $14,220 
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)$42,613 $79,971 $3,905 $126,489 $11,276 
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
11

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
achieved from these acquisitions. See Note 8, Goodwill and Intangible Assets, for further information on fair value adjustments to goodwill and identified intangibles.
The consolidated financial statements of the Company include the results of operations from any business acquired from their respective dates of acquisition. The following table presents the results of operations of businesses acquired from their respective dates of acquisition for the three and nine months ended September 30, 2023. The revenue and earnings of the fiscal 2022 acquisitions included in the Company's results since the acquisition dates are not material to the Company's consolidated financial statements and have not been presented.
Three Months EndedNine Months Ended
September 30, 2023September 30, 2023
Gross revenues$32,970 $69,901 
Income before income taxes$5,739 $11,481 
General and administrative expenses for the three and nine months ended September 30, 2023 and October 1, 2022 include acquisition-related costs pertaining to the Company's acquisition activities. Acquisition-related costs were not material to the Company's consolidated financial statements.
The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for the three and nine months ended September 30, 2023 and October 1, 2022 as if the fiscal 2023 and 2022 acquisitions had occurred at the beginning of fiscal year 2022. The pro forma information provided below is compiled from pre-acquisition financial information and includes pro forma adjustments for amortization expense, adjustments to certain expenses, 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 operations of these acquisitions actually been acquired at the beginning of fiscal year 2022 or (ii) future results of operations:
Three Months EndedNine Months Ended
September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Gross revenues$239,634 $236,507 $671,471 $690,657 
Net income$13,267 $16,763 $33,535 $40,926 
Basic earnings per share$0.87 $1.13 $2.23 $2.75 
Diluted earnings per share$0.86 $1.09 $2.17 $2.66 
Adjustments were made to the pro forma results to adjust amortization of intangible assets to reflect fair value of identified assets acquired, to record the effects of financing from the Company's Senior Credit Facility, to record the effects of promissory notes issued, and to record the income tax effect of these adjustments.
Note 6 Billed and Unbilled Receivables
Billed and unbilled receivables consists of the following:
September 30, 2023December 31, 2022
Billed receivables$170,466 $149,082 
Less: allowance for doubtful accounts(3,607)(3,445)
Billed receivables, net$166,859 $145,637 
Unbilled receivables$124,321 $95,104 
Less: allowance for doubtful accounts(2,272)(2,242)
Unbilled receivables, net$122,049 $92,862 

12

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Note 7 Property and Equipment, net
Property and equipment, net, consists of the following:
September 30, 2023December 31, 2022
Office furniture and equipment$3,451 $3,421 
Computer equipment30,609 25,816 
Survey and field equipment60,199 49,985 
Leasehold improvements6,853 6,546 
Total101,112 85,768 
Less: accumulated depreciation(51,182)(44,128)
Property and equipment, net$49,930 $41,640 
Depreciation expense was $3,703 and $10,574 for the three and nine months ended September 30, 2023, respectively, of which $1,453 and $4,072 was included in other direct costs. Depreciation expense was $2,988 and $8,727 for the three and nine months ended October 1, 2022, respectively, of which $1,262 and $3,718 was included in other direct costs.
Note 8 Goodwill and Intangible Assets
Goodwill
The changes in the carrying value by reportable segment for the nine months ended September 30, 2023 were as follows:
Nine Months Ended
December 31, 20222023 AcquisitionsAdjustmentsForeign Currency Translation of non-USD functional currency goodwillSeptember 30, 2023
INF$90,932 $726 $ $ $91,658 
BTS111,838 3,179 13 (46)114,984 
GEO198,187 122,584 (10)(373)320,388 
Total$400,957 $126,489 $3 $(419)$527,030 
Goodwill of $1,225 from acquisitions completed during the nine months ended September 30, 2023 is expected to be deductible for income tax purposes.
13

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Intangible Assets
Intangible assets, net, as of September 30, 2023 and December 31, 2022 consist of the following:
September 30, 2023December 31, 2022
Gross
Carrying
Amount
Accumulated AmortizationNet
Amount
Gross
Carrying
Amount
Accumulated AmortizationNet
Amount
Finite-lived intangible assets:
Customer relationships(1)
$312,996 $(108,368)$204,628 $222,998 $(87,054)$135,944 
Trade name(2)
22,292 (17,665)4,627 16,883 (15,933)950 
Customer backlog(3)
34,745 (31,206)3,539 29,419 (27,333)2,086 
Non-compete(4)
14,932 (12,341)2,591 14,110 (11,298)2,812 
Developed technology(5)
39,464 (18,416)21,048 32,944 (14,305)18,639 
Total finite-lived intangible assets$424,429 $(187,996)$236,433 $316,354 $(155,923)$160,431 

(1) Amortized on a straight-line basis over estimated lives (1 to 17 years)
(2) Amortized on a straight-line basis over their estimated lives (1 to 5 years)
(3) Amortized on a straight-line basis over their estimated lives (1 to 10 years)
(4) Amortized on a straight-line basis over their contractual lives (2 to 5 years)
(5) Amortized on a straight-line basis over their estimated lives (5 to 10 years)
The identifiable intangible assets acquired during the nine months ended September 30, 2023 consist of customer relationships, trade name, customer backlog, non-compete, and developed technology with weighted average lives of 12.4 years, 3.6 years, 1.3 years, 3.6 years, and 6.5 years, respectively. Amortization expense was $11,590 and $31,924 during the three and nine months ended September 30, 2023, respectively, and $8,045 and $24,364 during the three and nine months ended October 1, 2022, respectively.
Note 9 Accrued Liabilities
Accrued liabilities consist of the following:
September 30, 2023December 31, 2022
Current portion of lease liability$14,436 $13,081 
Accrued vacation13,392 12,467 
Payroll and related taxes15,183 6,616 
Benefits6,660 5,160 
Accrued operating expenses8,004 4,540 
Other6,863 2,449 
Total$64,538 $44,313 


14

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Note 10 Notes Payable and Other Obligations
Notes payable and other obligations consists of the following:
September 30, 2023December 31, 2022
Senior credit facility$206,750 $33,750 
Uncollateralized promissory notes19,629 18,492 
Finance leases3,347 3,465 
Other obligations1,005 1,814 
Debt issuance costs, net of amortization(2,100)(2,672)
Total notes payable and other obligations228,631 54,849 
Current portion of notes payable and other obligations12,989 15,176 
Notes payable and other obligations, less current portion$215,642 $39,673 
As of September 30, 2023 and December 31, 2022, 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.
Senior Credit Facility
On August 13, 2021 (the "Closing Date"), the Company amended and restated its Credit Agreement (the "Second A&R Credit Agreement" or "Senior Credit Facility"), originally dated December 7, 2016 and as amended to the Closing Date, with Bank of America, N.A. ("Bank of America"), as administrative agent, swingline lender and letter of credit issuer, the other lenders party thereto, and certain of the Company's subsidiaries as guarantors. Pursuant to the Second A&R Credit Agreement, the previously drawn term commitments of $150,000 and revolving commitments totaling $215,000 in the aggregate were converted into revolving commitments totaling $400,000 in the aggregate. These revolving commitments are available through August 13, 2026 (the "Maturity Date") and an aggregate amount of approximately $138,750 was drawn under the Second A&R Credit Amendment on the Closing Date to repay previously existing borrowings under the term and revolving facilities prior to such amendment and restatement. Borrowings under the Second A&R Credit Agreement are secured by a first priority lien on substantially all of the assets of the Company. The Second A&R Credit Agreement also includes an accordion feature permitting the Company to request an increase in the revolving facility under the Second A&R Credit Agreement by an additional amount of up to $200,000 in the aggregate. As of September 30, 2023 and December 31, 2022, the outstanding balance on the Second A&R Credit Agreement was $206,750 and $33,750, respectively.
The Company's Second A&R Credit Agreement provides for the replacement of LIBOR (London Interbank Offered Rate), which prior to April 1, 2023, was transitioned to SOFR (Secured Overnight Funding Rate), subject to the completion of the relevant existing interest period ("LIBOR Transition"). Borrowings under the Second A&R Credit Agreement bear interest at variable rates which are, at the Company's option, tied to a Eurocurrency rate equal to LIBOR or, from and after the LIBOR Transition, either Term SOFR or Daily Simple SOFR, plus in each case an applicable margin or a base rate denominated in U.S. dollars. Interest rates remain subject to change based on the Company's consolidated leverage ratio. As of September 30, 2023, the Company's interest rate was 6.7%.
The Second A&R Credit Agreement contains financial covenants that require NV5 Global to maintain a consolidated net leverage ratio (the ratio of the Company's pro forma consolidated net funded indebtedness to the Company's pro forma consolidated EBITDA for the most recently completed measurement period) of no greater than 4.00 to 1.00.
These financial covenants also require the Company to maintain a consolidated fixed charge coverage ratio of no less than 1.10 to 1.00 as of the end of any measurement period. As of September 30, 2023, the Company was in compliance with the financial covenants.

The Second A&R Credit Agreement contains covenants that may have the effect of limiting the Company's ability to, among other things, merge with or acquire other entities, enter into a transaction resulting in a Change in Control, create certain new liens, incur certain additional indebtedness, engage in certain transactions with affiliates, or engage in new lines of business
15

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
or sell a substantial part of their assets. The Second A&R Credit Agreement also contains customary events of default, including (but not limited to) a default in the payment of principal or, following an applicable grace period, interest, breaches of the Company's covenants or warranties under the Second A&R Credit Agreement, payment default or acceleration of certain indebtedness, certain events of bankruptcy, insolvency or liquidation, certain judgments or uninsured losses, changes in control and certain liabilities related to ERISA based plans.
The Second A&R Credit Agreement limits the payment of cash dividends (together with certain other payments that would constitute a "Restricted Payment" within the meaning of the Second A&R Credit Agreement and generally including dividends, stock repurchases and certain other payments in respect to warrants, options, and other rights to acquire equity securities), unless the Consolidated Leverage Ratio would be less than 3.25 to 1.00 and available liquidity (defined as unrestricted, domestically held cash plus revolver availability) would be at least $30,000, in each case after giving effect to such payment.
Total debt issuance costs incurred and capitalized in connection with the issuance of the Second A&R Credit Agreement were $3,702. Total amortization of debt issuance costs was $208 and $573 during the three and nine months ended September 30, 2023, respectively, and $185 and $556 during the three and nine months ended October 1, 2022, respectively.
Other Obligations
The Company has aggregate obligations related to acquisitions of $20,634 and $20,306 as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, the Company's weighted average interest rate on other outstanding obligations was 3.0%.
Note 11 Contingent Consideration
The following table summarizes the changes in the carrying value of estimated contingent consideration:
September 30, 2023December 31, 2022
Contingent consideration, beginning of the year$15,335 $8,328 
Additions for acquisitions325 6,299 
Reduction of liability for payments made(2,400)(2,264)
(Decrease) increase of liability related to re-measurement of fair value(7,518)2,972 
Total contingent consideration, end of the period5,742 15,335 
Current portion of contingent consideration3,845 10,854 
Contingent consideration, less current portion$1,897 $4,481 
During the nine months ended September 30, 2023, the Company recorded earn-out fair value adjustments of $7,518 that decreased the contingent consideration liability related to acquisitions.
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.
Note 13 Stock-Based Compensation
In October 2011, the Company's stockholders approved the NV5 Global, Inc. 2011 Equity Incentive Plan, which was subsequently amended and restated in March 2013 (as amended, the “2011 Equity Plan”). The 2011 Equity Incentive Plan expired pursuant to its terms in March 2023, accordingly no further grants were made following the date of such expiration. Prior to such
16

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
expiration, the Company's Board adopted the NV5 Global, Inc. 2023 Equity Incentive Plan (the "2023 Equity Plan") to replace the 2011 Equity Plan, subject to stockholder approval. On June 13, 2023, the Company's stockholders approved the 2023 Equity Plan. The 2023 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 September 30, 2023, 2,148,768 shares of common stock are authorized, reserved, and registered for issuance under the 2023 Equity Plan. The restricted shares of common stock granted generally provide for service-based cliff vesting after two to four years following the grant date.
The following summarizes the activity of restricted stock awards during the nine months ended September 30, 2023:
Number of Unvested Restricted Shares of Common Stock and Restricted Stock UnitsWeighted Average
Grant Date Fair
Value
December 31, 2022713,793$81.25 
Granted278,825$106.70 
Vested(279,891)$48.41 
Forfeited(27,275)$92.34 
September 30, 2023685,452$104.54 
Stock-based compensation expense relating to restricted stock awards during the three and nine months ended September 30, 2023 was $5,777 and $16,504, respectively, and $5,634 and $15,249 during the three and nine months ended October 1, 2022, respectively. In connection with the Company's 401(k) Profit Sharing match, stock-based compensation expense during the three and nine months ended September 30, 2023 includes $318 and $1,473, respectively, of expense related to the Company's liability-classified awards. Stock-based compensation expense during the three and nine months ended October 1, 2022 includes $283 and $937, respectively, of expense related to the Company's liability-classified awards. The total estimated amount of the liability-classified awards for fiscal 2023 is approximately $5,314. The 401(k) Profit Sharing restricted stock awards are issued under the rules of the NV5 Global, Inc. 2023 Equity Incentive Plan and are not issued into the NV5 401(k) Profit Sharing plan. Approximately $41,103 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 1.67 years, is unrecognized at September 30, 2023. The total fair value of restricted shares vested during the nine months ended September 30, 2023 and October 1, 2022 was $29,235 and $14,624, respectively.
Note 14 Income Taxes
As of September 30, 2023 and December 31, 2022, the Company had net deferred income tax liabilities of $5,797 and $6,893, respectively. Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where we have a future obligation for tax purposes.
The Company's effective income tax rate was (19.0)% and 2.0% during the three and nine months ended September 30, 2023, respectively, and 7.3% and 17.2% during the three and nine months ended October 1, 2022, respectively. The difference between the effective income tax rate and the combined statutory federal and state income tax rate was primarily due to an increase in federal credits recorded in the third quarter of 2023 and 2022, including additional prior year credits, and the recognition of excess tax benefits from stock-based payments in the second and third quarter of 2023 and 2022.
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. Fiscal years 2019 through 2022 are considered open tax years in the U.S. federal jurisdiction, state and foreign jurisdictions. Fiscal years 2012 - 2014 are considered open in the State of California. It is not expected that there will be a significant change in the unrecognized tax benefits within the next 12 months.
17

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Note 15 Reportable Segments
The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting” (“Topic No. 280”). The Company's Chief Executive Officer, who is the chief operating decision maker ("CODM"), organized the Company into three operating and reportable segments: Infrastructure ("INF"), which includes the Company's engineering, civil program management, utility services, and construction quality assurance practices; Building, Technology & Sciences ("BTS"), which includes the Company's environmental health sciences, clean energy consulting, buildings and program management, and MEP & technology design practices; and Geospatial Solutions ("GEO"), which includes the Company's geospatial solution practices.
The Company evaluates the performance of these reportable segments based on their respective operating income before the effect of amortization expense related to acquisitions and other unallocated corporate expenses. The following tables set forth summarized financial information concerning our reportable segments:
Three Months EndedNine Months Ended
September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Gross revenues
INF$102,136 $98,754 $287,074 $301,354 
BTS57,235 58,579 164,113 180,364 
GEO79,916 46,742 195,055 115,242 
Total gross revenues$239,287 $204,075 $646,242 $596,960 
Segment income before taxes
INF$15,902 $17,692 $49,628 $53,149 
BTS10,226 10,171 26,757 35,606 
GEO15,963 12,588 37,798 28,727 
Total Segment income before taxes42,091 40,451 114,183 117,482 
Corporate(1)
(30,899)(23,131)(78,797)(66,810)
Total income before taxes$11,192 $17,320 $35,386 $50,672 
(1) Includes amortization of intangibles of $11,590 and $31,924 for the three and nine months ended September 30, 2023, respectively, and $8,045 and $24,364 during the three and nine months ended October 1, 2022, respectively.
The Company disaggregates its gross revenues from contracts with customers by geographic location, customer-type and contract-type for each of our reportable segments. Disaggregated revenues include the elimination of inter-segment revenues which has been allocated to each segment. The Company believes this best depicts how the nature, amount, timing and uncertainty of its revenues and cash flows are affected by economic factors. Gross revenue, classified by the major geographic areas in which the Company's customers were located, were as follows:
Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
INFBTSGEOTotalINFBTSGEOTotal
United States$102,136 $46,986 $75,736 $224,858 $287,074 $137,932 $186,178 $611,184 
Foreign 10,249 4,180 14,429  26,181 8,877 35,058 
Total gross revenues$102,136 $57,235 $79,916 $239,287 $287,074 $164,113 $195,055 $646,242 
Three Months Ended October 1, 2022Nine Months Ended October 1, 2022
INFBTSGEOTotalINFBTSGEOTotal
United States$98,754 $50,039 $45,205 $193,998 $301,354 $157,560 $112,667 $571,581 
Foreign 8,540 1,537 10,077  22,804 2,575 25,379 
Total gross revenues$98,754 $58,579 $46,742 $204,075 $301,354 $180,364 $115,242 $596,960 

18

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Gross revenue by customer were as follows:
Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
INFBTSGEOTotalINFBTSGEOTotal
Public and quasi-public sector$81,236 $13,834 $69,082 $164,152 $228,298 $47,779 $166,491 $442,568 
Private sector20,900 43,401 10,834 75,135 58,776 116,334 28,564 203,674 
Total gross revenues$102,136 $57,235 $79,916 $239,287 $287,074 $164,113 $195,055 $646,242 
Three Months Ended October 1, 2022Nine Months Ended October 1, 2022
INFBTSGEOTotalINFBTSGEOTotal
Public and quasi-public sector$78,643 $15,812 $37,942 $132,397 $237,901 $46,708 $92,576 $377,185 
Private sector20,111 42,767 8,800 71,678 63,453 133,656 22,666 219,775 
Total gross revenues$98,754 $58,579 $46,742 $204,075 $301,354 $180,364 $115,242 $596,960 

Gross revenues by contract type were as follows:
Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
INFBTSGEOTotalINFBTSGEOTotal
Cost-reimbursable contracts$98,651 $40,666 $77,251 $216,568 $275,693 $119,960 $190,752 $586,405 
Fixed-unit price contracts3,485 16,569 2,665 22,719 11,381 44,153 4,303 59,837 
Total gross revenues$102,136 $57,235 $79,916 $239,287 $287,074 $164,113 $195,055 $646,242 
Three Months Ended October 1, 2022Nine Months Ended October 1, 2022
INFBTSGEOTotalINFBTSGEOTotal
Cost-reimbursable contracts$94,199 $48,702 $46,671 $189,572 $288,525 $127,194 $114,954 $530,673 
Fixed-unit price contracts4,555 9,877 71 14,503 12,829 53,170 288 66,287 
Total gross revenues$98,754 $58,579 $46,742 $204,075 $301,354 $180,364 $115,242 $596,960 
19

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Note 16 – Stockholders' Equity
Accumulated Other Comprehensive Income (Loss)
The Company's accumulated other comprehensive income (loss) consists of foreign currency translation adjustments related to the Company's foreign operations with functional currency other than the U.S. dollar. The after-tax changes in accumulated other comprehensive income (loss) by component were as follows:
Accumulated Other Comprehensive Income (Loss)
Foreign currency translation adjustments balance, December 31, 2022$ 
Other comprehensive income (loss)(612)
Foreign currency translation adjustments balance, September 30, 2023$(612)


20


ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of the financial condition and results of operations of NV5 Global, Inc. and its subsidiaries (collectively, the “Company,” “we,” “our,” “us,” or “NV5 Global”) should be read in conjunction with the financial statements included elsewhere in this Quarterly Report and the audited financial statements for the year ended December 31, 2022, included in our Annual Report on Form 10-K. This Quarterly Report contains, in addition to unaudited historical information, forward-looking statements, which involve risk and uncertainties. The words “believe,” “expect,” “estimate,” “may,” “will,” “could,” “plan,” or “continue,” and similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those anticipated in such forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, those discussed under the headings “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and this Quarterly Report on Form 10-Q, if any. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to (and we expressly disclaim any obligation to) revise or update any forward-looking statement, whether as a result of new information, subsequent events, or otherwise (except as may be required by law), in order to reflect any event or circumstance which may arise after the date of this Quarterly Report on Form 10-Q. Amounts presented are in thousands, except per share data.
Overview
We are a provider of technology, conformity assessment, consulting solutions, and software applications to public and private sector clients. We focus on the infrastructure, utility services, construction, real estate, environmental, and geospatial markets. 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, utility services, and public utilities, including schools, universities, hospitals, health care providers, and insurance providers.
Fiscal Year
We operate on a "52/53 week" fiscal year ending on the Saturday closest to the calendar quarter end.
Recent Acquisitions
On April 6, 2023, we acquired all of the outstanding equity interests in the Visual Information Solutions commercial geospatial technology and software business ("VIS") from L3Harris. VIS is a provider of subscription-based software solutions for the analysis and management of software applications and Analytics as a Service (AaaS) solutions. We acquired VIS for a cash purchase price of $75,371. The purchase price and other related costs associated with the transaction were financed through our amended and restated credit agreement (the "Second A&R Credit Agreement" or "Senior Credit Facility") with Bank of America, N.A. and other lenders party thereto. See Note 10, Notes Payable and Other Obligations, of the Notes to Consolidated Financial Statements included elsewhere herein for further detail on the Second A&R Credit Agreement. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, we engaged an independent third-party valuation specialist to assist in the determination of fair values. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable, certain fixed assets, deferred tax liabilities, and the fair value of other assets and liabilities acquired.    
On February 22, 2023, we acquired all of the outstanding equity interests in Continental Mapping Acquisition Corp. and its subsidiaries, including Axim Geospatial, LLC (collectively "Axim"), a provider of comprehensive geospatial services and solutions addressing critical mission requirements for customers across the defense and intelligence and state and local government sectors. The aggregate purchase price of the acquisition was $139,562, including $119,736 in cash, a $6,326 promissory note, and $13,500 of our common stock. The purchase price and other related costs associated with the transaction were financed through our Second A&R Credit Agreement with Bank of America, N.A. and other lenders party thereto. See Note 10, Notes Payable and Other Obligations, of the Notes to Consolidated Financial Statements included elsewhere herein for further detail on the Second A&R Credit Agreement. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, we engaged an independent third-party valuation specialist to assist in the determination of fair values. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable, certain fixed assets, deferred tax liabilities, and the fair value of other assets and liabilities acquired.
21


We have completed four other acquisitions during 2023. The aggregate purchase price of the four acquisitions was $7,725, including $6,900 in cash, $500 of our common stock, and a potential earn-out of up to $340 payable in cash and common stock, which was recorded at an estimated fair value of $325. A probability-weighted approach was used to determine the fair value of the earn-out, which is a generally accepted valuation technique that embodies all significant assumption types. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The 2023 acquisitions will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable, and deferred tax liabilities.
Segments
Our operations are organized into three operating and reportable segments:
Infrastructure ("INF") – includes our engineering, civil program management, utility services, and construction quality assurance practices;
Building, Technology & Sciences ("BTS") includes our environmental health sciences, clean energy consulting, buildings and program management, and MEP & technology design practices; and
Geospatial Solutions ("GEO") includes our geospatial solution practices.

For additional information regarding our reportable segments, see Note 15, Reportable Segments, of the Notes to Consolidated Financial Statements included elsewhere herein.
Critical Accounting Policies and Estimates
    For a discussion of our critical accounting estimates, see Management’s Discussion and Analysis of Financial Condition and Results of Operations that is included in the 2022 Form 10-K.
Results of Operations
Consolidated Results of Operations
The following table represents our condensed results of operations for the periods indicated (dollars in thousands):
Three Months EndedNine Months Ended
September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Gross revenues$239,287 $204,075 $646,242 $596,960 
Direct costs123,843 104,140 324,500 303,959 
Gross profit115,444 99,935 321,742 293,001 
Operating expenses100,370 81,612 277,245 239,525 
Income from operations15,074 18,323 44,497 53,476 
Interest expense(3,882)(1,003)(9,111)(2,804)
Income tax benefit (expense)2,124 (1,257)(710)(8,699)
Net income$13,316 $16,063 $34,676 $41,973 
Three Months Ended September 30, 2023 Compared to the Three Months Ended October 1, 2022
Gross Revenues 
Our consolidated gross revenues increased by $35,212, or 17.3%, for the three months ended September 30, 2023 compared to the three months ended October 1, 2022. The increase in gross revenues was primarily due to incremental gross revenues from acquisitions of $32,970 completed since the third quarter of 2022 and organic increases in our LNG business of $6,467 and our geospatial solutions business of $1,879. These increases were partially offset by decreases in our real estate transactional services of $2,511 driven by market reactions to increases in interest rates.
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Gross Profit
As a percentage of gross revenues, our gross profit margin was 48.2% and 49.0% for the three months ended September 30, 2023 and October 1, 2022, respectively. As a percentage of gross revenues, direct salaries and wages and other direct costs increased 0.2% and 1.8%, respectively. These increases were partially offset by a decrease in sub-consultant services as a percentage of gross revenues of 1.2%. The increase in other direct costs as a percentage of gross revenues was primarily driven by the mix of business in our LNG business. The decrease in sub-consultant services as a percentage of gross revenues was primarily driven by the mix of business in our civil program management, infrastructure, and power delivery and utility services.
Operating expenses 
Our operating expenses increased $18,758, or 23.0%, for the three months ended September 30, 2023 compared to the three months ended October 1, 2022. The increase in operating expenses primarily resulted from increased payroll costs of $10,592, amortization expenses of $3,545, and general and administrative expenses of $3,527. The increase in payroll costs was primarily driven by an increase in employees as compared to the prior year period driven by our 2023 acquisitions. The increase in amortization expense was driven by acquisitions. The increase in general and administrative expenses was primarily due to incremental expenses from acquisitions of $2,513.
Interest Expense
Our interest expense increased $2,879 for the three months ended September 30, 2023 compared to the three months ended October 1, 2022. The increase in interest expense resulted from a higher weighted average interest rate and an increase in our Senior Credit Facility indebtedness.
Income taxes
Our effective income tax rate was (19.0)% and 7.3% for the three months ended September 30, 2023 and October 1, 2022, respectively. The decrease in the effective income tax rate was primarily the result of an increase in net federal tax credits of $3,869.
Net income
Our net income decreased $2,747, or 17.1%, for three months ended September 30, 2023 compared to three months ended October 1, 2022. The decrease was primarily a result of increases in payroll costs of $10,592, amortization expenses of $3,545, general and administrative expenses of $3,527, and interest expense of $2,879, partially offset by an increase in gross profit of $15,509 and a lower effective income tax rate.
Nine Months Ended September 30, 2023 Compared to the Nine Months Ended October 1, 2022
Gross Revenues 
Our consolidated gross revenues increased by $49,282, or 8.3%, for the nine months ended September 30, 2023 compared to the nine months ended October 1, 2022. The increase in gross revenues was primarily due to incremental gross revenues from acquisitions of $73,918 completed since the beginning of fiscal 2022 and organic increases in our geospatial solutions business of $8,232. These increases were partially offset by decreases in our real estate transactional services of $20,413 driven by market reactions to increases in interest rates, decreases in our construction quality assurance practices of $5,304 and decreases in our civil program management business of $4,123.
Gross Profit
As a percentage of gross revenues, our gross profit margin was 49.8% and 49.1% for the nine months ended September 30, 2023 and October 1, 2022, respectively. As a percentage of gross revenues, sub-consultant services decreased 2.0%. This decrease was partially offset by an increase in direct salaries and wages as a percentage of gross revenues of 1.3%. The decrease in sub-consultant services as a percentage of gross revenues was primarily driven by the mix of business in our real estate transactional and civil program management services.
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Operating expenses 
Our operating expenses increased $37,720, or 15.7%, for the nine months ended September 30, 2023 compared to the nine months ended October 1, 2022. The increase in operating expenses primarily resulted from increased payroll costs of $25,164, amortization expenses of $7,560, and general and administrative expenses of $2,117. The increase in payroll costs was primarily driven by an increase in employees as compared to the prior year period driven by our 2022 and 2023 acquisitions and an increase in stock-based compensation. The increase in amortization expense was driven by acquisitions. The increase in general and administrative expenses was primarily due to incremental expenses from acquisitions of $5,043 and increases in information technology costs of $2,099 and professional fees of $1,578. These increases were partially offset by earn-out fair value adjustments of $7,518 that decreased the contingent consideration liability related to acquisitions.
Interest Expense
Our interest expense increased $6,307 for the nine months ended September 30, 2023 compared to the nine months ended October 1, 2022. The increase in interest expense resulted from a higher weighted average interest rate and an increase in our Senior Credit Facility indebtedness.
Income taxes
Our effective income tax rate was 2.0% and 17.2% for the nine months ended September 30, 2023 and October 1, 2022, respectively. The decrease in the effective income tax rate was primarily the result of an increase in net federal tax credits of $3,869 and an increase in excess tax benefits from stock-based payments of $1,693 during the nine months ended September 30, 2023.
Net income
Our net income decreased $7,297, or 17.4%, for nine months ended September 30, 2023 compared to nine months ended October 1, 2022. The decrease was primarily a result of increases in payroll costs of $25,164, amortization expenses of $7,560, interest expense of $6,307, and general and administrative expenses of $2,117, partially offset by an increase in gross profit of $28,741 and a lower effective income tax rate.
Segment Results of Operations
The following tables set forth summarized financial information concerning our reportable segments (dollars in thousands):
Three Months EndedNine Months Ended
September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Gross revenues
INF$102,136 $98,754 $287,074 $301,354 
BTS57,235 58,579 164,113 180,364 
GEO79,916 46,742 195,055 115,242 
Total gross revenues$239,287 $204,075 $646,242 $596,960 
Segment income before taxes
INF$15,902 $17,692 $49,628 $53,149 
BTS$10,226 $10,171 $26,757 $35,606 
GEO$15,963 $12,588 $37,798 $28,727 
For additional information regarding our reportable segments, see Note 15, Reportable Segments, of the Notes to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Three Months Ended September 30, 2023 Compared to Three Months Ended October 1, 2022
INF Segment
Our gross revenues from INF increased $3,382, or 3.4%, during the three months ended September 30, 2023 compared to the three months ended October 1, 2022. The increase in gross revenues was primarily due to increases in our LNG business of
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$6,467 driven by project cycles, partially offset by decreases in our construction quality assurance practices of $1,516 and civil program management business of $1,498.
Segment income before taxes from INF decreased $1,790, or 10.1%, during the three months ended September 30, 2023 compared to the three months ended October 1, 2022. The decrease was primarily due to decreased gross margins driven by the mix of business in our LNG business, partially offset by increased gross revenues.
BTS Segment
Our gross revenues from BTS decreased $1,344, or 2.3%, during the three months ended September 30, 2023 compared to the three months ended October 1, 2022. The decrease in gross revenues was primarily due to decreases in our real estate transactional services of $2,511 driven by market reactions to increases in interest rates, partially offset by incremental gross revenues of $1,676 from acquisitions completed since the third quarter of 2022.
Segment income before taxes from BTS increased $55, or 0.5% during the three months ended September 30, 2023 compared to the three months ended October 1, 2022.
GEO Segment
Our gross revenues from GEO increased $33,174, or 71.0%, during the three months ended September 30, 2023 compared to the three months ended October 1, 2022. The increase in gross revenues was primarily due to incremental revenue of $31,295 from acquisitions completed since the third quarter of 2022 and organic increases in our geospatial solution services of $1,879.
Segment income before taxes from GEO increased $3,375, or 26.8%, during the three months ended September 30, 2023 compared to the three months ended October 1, 2022. The increase was primarily due to increased gross revenues.
Nine Months Ended September 30, 2023 Compared to Nine Months Ended October 1, 2022
INF Segment
Our gross revenues from INF decreased $14,280, or 4.7%, during the nine months ended September 30, 2023 compared to the nine months ended October 1, 2022. The decrease in gross revenues was primarily due to decreases in our construction quality assurance practices of $5,304, decreases in our civil program management business of $4,123, and decreases in our LNG business of $2,820.
Segment income before taxes from INF decreased $3,521, or 6.6%, during the nine months ended September 30, 2023 compared to the nine months ended October 1, 2022. The decrease was primarily due to decreased gross revenues.
BTS Segment
Our gross revenues from BTS decreased $16,251, or 9.0%, during the nine months ended September 30, 2023 compared to the nine months ended October 1, 2022. The decrease in gross revenues was primarily due to decreases in our real estate transactional services of $20,413 driven by market reactions to increases in interest rates. These decreases were partially offset by increases in our energy and technology services of $3,042 and increases in our international engineering and consulting services of $2,775.
Segment income before taxes from BTS decreased $8,849, or 24.9% during the nine months ended September 30, 2023 compared to the nine months ended October 1, 2022. The decrease was primarily due to decreased gross revenues.
GEO Segment
Our gross revenues from GEO increased $79,813, or 69.3%, during the nine months ended September 30, 2023 compared to the nine months ended October 1, 2022. The increase in gross revenues was primarily due to incremental revenue of $71,581 from acquisitions completed since the beginning of fiscal 2022 and organic increases in our geospatial solution services of $8,232.
Segment income before taxes from GEO increased $9,071, or 31.6%, during the nine months ended September 30, 2023 compared to the nine months ended October 1, 2022. The increase was primarily due to increased gross revenues.
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Liquidity and Capital Resources
Our principal sources of liquidity are our cash and cash equivalents balances, cash flows from operations, borrowing capacity under our Senior Credit Facility, 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 flows from operations, existing cash and cash equivalents and borrowing capacity under our Senior Credit Facility will be sufficient to meet our projected cash requirements 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 and believe that there are no significant cash requirements currently known to us and affecting our business that cannot be met from our reasonably expected future operating cash flows, including upon the maturity of the Senior Credit Facility in 2026.
Operating activities
Net cash provided by operating activities was $45,435 for the nine months ended September 30, 2023, compared to $80,391 during the nine months ended October 1, 2022. The decrease was a result of decreases in net income and increases in working capital. The changes in our working capital that contributed to decreased cash flows from operations were primarily a result of increases in billed receivables of $19,645 and unbilled receivables of $15,809, partially offset by increases in accounts payable of $11,783 and decreases in prepaid expenses and other assets of $10,049. The increases in billed and unbilled receivables was primarily due to timing of project billing cycles. The increase in accounts payable primarily related to timing of payments, and the decrease in prepaid expenses and other assets resulted from a $9,536 decrease in prepaid income taxes.
Investing activities
During the nine months ended September 30, 2023 and October 1, 2022, net cash used in investing activities totaled $203,071 and $19,807, respectively. The increase in cash used in investing activities was primarily a result of increased cash paid for acquisitions of $184,089.
Financing activities
Net cash flows provided by financing activities totaled $165,727 during the nine months ended September 30, 2023 compared to net cash flows used in financing activities of $54,393 during the nine months ended October 1, 2022. The increase in cash provided by financing activities was primarily a result of borrowings on our Senior Credit Facility of $188,000 during the nine months ended September 30, 2023 and a decrease in principal payments on our Senior Credit Facility of $30,000 during the nine months ended September 30, 2023.
Financing
Senior Credit Facility
On August 13, 2021 (the "Closing Date"), we amended and restated our Credit Agreement (the "Second A&R Credit Agreement" or "Senior Credit Facility"), originally dated December 7, 2016 and as amended to the Closing Date, with Bank of America, N.A. ("Bank of America"), as administrative agent, swingline lender and letter of credit issuer, the other lenders party thereto, and certain of our subsidiaries as guarantors. Pursuant to the Second A&R Credit Agreement, the previously drawn term commitments of $150,000 and revolving commitments totaling $215,000 in the aggregate were converted into revolving commitments totaling $400,000 in the aggregate. These revolving commitments are available through August 13, 2026 (the "Maturity Date") and an aggregate amount of approximately $138,750 was drawn under the Second A&R Credit Amendment on the Closing Date to repay previously existing borrowings under the term and revolving facilities prior to such amendment and restatement. Borrowings under the Second A&R Credit Agreement are secured by a first priority lien on substantially all of our assets. The Second A&R Credit Agreement also includes an accordion feature permitting us to request an increase in the revolving facility under the Second A&R Credit Agreement by an additional amount of up to $200,000 in the aggregate. As of September 30, 2023 and December 31, 2022, the outstanding balance on the Second A&R Credit Agreement was $206,750 and $33,750, respectively.
Our Second A&R Credit Agreement provides for the replacement of LIBOR (London Interbank Offered Rate), which prior to April 1, 2023, was transitioned to SOFR (Secured Overnight Funding Rate), subject to the completion of the relevant existing interest period ("LIBOR Transition"). Borrowings under the Second A&R Credit Agreement bear interest at variable rates which are, at our option, tied to a Eurocurrency rate equal to LIBOR or, from and after the LIBOR Transition, either Term SOFR or Daily Simple SOFR, plus in each case an applicable margin, or a base rate denominated in U.S. dollars. Interest rates remain subject to change based on our consolidated leverage ratio. As of September 30, 2023 our interest rate was 6.7%.
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The Second A&R Credit Agreement contains financial covenants that require us to maintain a consolidated net leverage ratio (the ratio of our pro forma consolidated net funded indebtedness to our pro forma consolidated EBITDA for the most recently completed measurement period) of no greater than 4.00 to 1.00.
These financial covenants also require us to maintain a consolidated fixed charge coverage ratio of no less than 1.10 to 1.00 as of the end of any measurement period. As of September 30, 2023, we were in compliance with the financial covenants.
The Second A&R Credit Agreement contains covenants that may have the effect of limiting our ability to, among other things, merge with or acquire other entities, enter into a transaction resulting in a Change in Control, create certain new liens, incur certain additional indebtedness, engage in certain transactions with affiliates, or engage in new lines of business, or sell a substantial part of their assets. The Second A&R Credit Agreement also contains customary events of default, including (but not limited to) a default in the payment of principal or, following an applicable grace period, interest, breaches of our covenants or warranties under the Second A&R Credit Agreement, payment default or acceleration of certain indebtedness, certain events of bankruptcy, insolvency or liquidation, certain judgments or uninsured losses, changes in control, and certain liabilities related to ERISA based plans.
The Second A&R Credit Agreement limits the payment of cash dividends (together with certain other payments that would constitute a "Restricted Payment" within the meaning of the Second A&R Credit Agreement and generally including dividends, stock repurchases, and certain other payments in respect to warrants, options, and other rights to acquire equity securities), unless the Consolidated Leverage Ratio would be less than 3.25 to 1.00 and available liquidity (defined as unrestricted, domestically held cash plus revolver availability) would be at least $30,000, in each case after giving effect to such payment.
Total debt issuance costs incurred and capitalized in connection with the issuance of the Second A&R Credit Agreement were $3,702. Total amortization of debt issuance costs was $208 and $573 during the three and nine months ended September 30, 2023, respectively, and $185 and $556 during the three and nine months ended October 1, 2022, respectively.
Other Obligations
We have aggregate obligations related to acquisitions of $7,338, $5,394, $3,892, and $4,010 due in the remainder of fiscal 2023, 2024, 2025, and 2026, respectively. As of September 30, 2023, our weighted average interest rate on other outstanding obligations was 3.0%.
Recently Issued Accounting Pronouncements
None.
Cautionary Statement about Forward-Looking Statements
Our disclosure and analysis in this Quarterly Report on Form 10-Q, contain “forward-looking” statements within the meaning of Section 27A of 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 Quarterly Report on Form 10-Q 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, but are not limited to:
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our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals,
changes in demand from the local and state government and private clients that we serve,
any material outbreak or material escalation of international hostilities, including developments in the conflict involving Israel and Hamas or Russia and the Ukraine and the economic consequences of related events such as the imposition of economic sanctions and resulting market volatility,
changes in general domestic and international economic conditions such as inflation rates, interest rates, tax rates, higher labor and healthcare costs, recessions, and changing government policies, laws and regulations,
the U.S. government and other governmental and quasi-governmental budgetary and funding approval process,
the ongoing effects of the global COVID-19 pandemic,
our ability to successfully execute our mergers and acquisitions strategy, including the integration of new companies into our business,
the possibility that our contracts may be terminated by our clients,
our ability to win new contracts and renew existing contracts,
competitive pressures and trends in our industry and our ability to successfully compete with our competitors,
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 manage our growth strategy,
our ability to raise capital in the future,
the credit and collection risks associated with our clients,
our ability to comply with procurement laws and regulations,
weather conditions and seasonal revenue fluctuations may adversely impact our financial results,
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,
our need to comply with a number of restrictive covenants and similar provisions in our senior credit facility that generally limit our ability to (among other things) incur additional indebtedness, create liens, make acquisitions, pay dividends and undergo certain changes in control, which could affect our ability to finance future operations, acquisitions or capital needs,
significant influence by our principal stockholder and the existence of certain anti-takeover measures in our governing documents, and
other factors identified throughout this Quarterly Report on Form 10-Q, including those discussed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.”
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The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. 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, which may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, those factors described in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. You are advised, however, to consult any further disclosures we make on related subjects in our Form 10-Q, 8-K and 10-K reports filed with the SEC. Our Annual Report on Form 10-K filing for the fiscal year ended December 31, 2022 listed various important factors that could cause actual results to differ materially from expected and historic results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995, as amended. Readers can find them in “Item 1A. Risk Factors” of that filing and under the same heading of this filing. You may obtain a copy of our Annual Report on Form 10-K through our website, www.nv5.com. Information contained on our website is not incorporated into this report. In addition to visiting our website, you may read and copy any document we file with the SEC at www.sec.gov.
ITEM 3. 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 related to the promissory notes related to acquisitions since these contain fixed interest rates. Our only debt subject to interest rate risk is the Senior Credit Facility which rates are variable, at our option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offered Rate) or, from and after the LIBOR Transition, either Term SOFR or Daily Simple SOFR, plus in each case an applicable rate or a base rate denominated in U.S. dollars. Interest rates are subject to change based on our Consolidated Senior Leverage Ratio (as defined in the Credit Agreement). As of September 30, 2023, there was $206,750 outstanding on the Senior Credit Facility. A one percentage point change in the assumed interest rate of the Senior Credit Facility would change our annual interest expense by approximately $2,068 annually.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of its management, including the Company's Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of the Company's 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, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company's disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms, and (ii) accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes to the Company’s internal control over financial reporting as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) that occurred during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. 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 Quarterly Report on Form 10-Q, 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 1A. RISK FACTORS.
There have been no material changes to any of the principal risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Recent Sales of Unregistered Securities

On July 31, 2023, we agreed to issue $800 of shares of our common stock as partial consideration in an acquisition and up to $300 of additional shares of our common stock as contingent consideration based on the then-current market price on the first, second, and third earn-out target dates. These shares were sold in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.
Issuer Purchase of Equity Securities
The following table summarizes the purchases of shares of our common stock made by us during the three months ended September 30, 2023 (in thousands, except for share data and average price per share):
PeriodTotal Number of Shares Purchased (1)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
7/2/2023 - 7/29/2023730 $111.23 — $— 
7/30/2023 - 8/26/2023— $— — $— 
8/27/2023 - 9/30/2023— $— — $— 
(1) Represents purchases of common stock tendered by employees to satisfy required tax withholding obligations arising from the vesting of restricted shares of common stock. These shares were not purchased as part of a publicly announced program to purchase common stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6.    EXHIBITS.
NumberDescription
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101.DEFXBRL 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.

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SIGNATURES
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.
NV5 GLOBAL, INC.
/s/ Edward Codispoti
Date: November 3, 2023Edward Codispoti
Chief Financial Officer
(Principal Financial and Accounting Officer)

32

Exhibit 31.1
CERTIFICATION
I, Dickerson Wright, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2023 of NV5 Global, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 3, 2023
/s/ Dickerson Wright
Dickerson Wright
Chairman & Chief Executive Officer
(Principal Executive Officer)



Exhibit 31.2
CERTIFICATION
I, Edward Codispoti, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2023 of NV5 Global, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 3, 2023
/s/ Edward Codispoti
Edward Codispoti
Chief Financial Officer
(Principal Financial Officer)



Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of NV5 Global, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Dickerson Wright, Chief Executive Officer of the Company, and Edward Codispoti, Chief Financial Officer of the Company, each certify, to the best of his knowledge, pursuant to Rule 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 3, 2023
/s/ Dickerson Wright
Dickerson Wright
Chairman & Chief Executive Officer
Date: November 3, 2023
/s/ Edward Codispoti
Edward Codispoti
Chief Financial Officer
This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates it by reference.
A signed original of this written statement required by Rule 13a-14(b) or 15d-14(b) of the Exchange Act and Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

v3.23.3
Cover - shares
9 Months Ended
Sep. 30, 2023
Oct. 27, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2023  
Document Transition Report false  
Entity File Number 001-35849  
Entity Registrant Name NV5 Global, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 45-3458017  
Entity Address, Address Line One 200 South Park Road,  
Entity Address, Address Line Two Suite 350  
Entity Address, City or Town Hollywood,  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33021  
City Area Code 954  
Local Phone Number 495-2112  
Title of 12(b) Security Common Stock, $0.01 par value  
Trading Symbol NVEE  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   15,895,937
Entity Central Index Key 0001532961  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Amendment Flag false  
Current Fiscal Year End Date --12-30  
v3.23.3
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 46,439 $ 38,541
Billed receivables, net 166,859 145,637
Unbilled receivables, net 122,049 92,862
Prepaid expenses and other current assets 14,239 13,636
Total current assets 349,586 290,676
Property and equipment, net 49,930 41,640
Right-of-use lease assets, net 39,105 39,314
Intangible assets, net 236,433 160,431
Goodwill 527,030 400,957
Other assets 3,881 2,705
Total assets 1,205,965 935,723
Current liabilities:    
Accounts payable 67,144 57,771
Accrued liabilities 64,538 44,313
Billings in excess of costs and estimated earnings on uncompleted contracts 42,808 31,183
Other current liabilities 2,286 1,597
Current portion of contingent consideration 3,845 10,854
Current portion of notes payable and other obligations 12,989 15,176
Total current liabilities 193,610 160,894
Contingent consideration, less current portion 1,897 4,481
Other long-term liabilities 29,102 29,542
Notes payable and other obligations, less current portion 215,642 39,673
Deferred income tax liabilities, net 5,797 6,893
Total liabilities 446,048 241,483
Commitments and contingencies
Stockholders’ equity:    
Preferred stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding 0 0
Common stock, $0.01 par value; 45,000,000 shares authorized, 15,892,912 and 15,523,300 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 159 155
Additional paid-in capital 502,909 471,300
Accumulated other comprehensive income (loss) (612) 0
Retained earnings 257,461 222,785
Total stockholders’ equity 759,917 694,240
Total liabilities and stockholders’ equity $ 1,205,965 $ 935,723
v3.23.3
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 5,000,000 5,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 45,000,000 45,000,000
Common stock, shares issued (in shares) 15,892,912 15,523,300
Common stock, shares outstanding (in shares) 15,892,912 15,523,300
v3.23.3
CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Oct. 01, 2022
Sep. 30, 2023
Oct. 01, 2022
Income Statement [Abstract]        
Gross revenues $ 239,287 $ 204,075 $ 646,242 $ 596,960
Direct costs:        
Salaries and wages 56,853 48,295 162,316 141,976
Sub-consultant services 45,522 41,253 112,827 116,557
Other direct costs 21,468 14,592 49,357 45,426
Total direct costs 123,843 104,140 324,500 303,959
Gross profit 115,444 99,935 321,742 293,001
Operating expenses:        
Salaries and wages, payroll taxes, and benefits 60,262 49,670 171,883 146,719
General and administrative 20,257 16,730 49,728 47,611
Facilities and facilities related 6,011 5,441 17,208 15,822
Depreciation and amortization 13,840 9,771 38,426 29,373
Total operating expenses 100,370 81,612 277,245 239,525
Income from operations 15,074 18,323 44,497 53,476
Interest expense (3,882) (1,003) (9,111) (2,804)
Income before income tax benefit (expense) 11,192 17,320 35,386 50,672
Income tax benefit (expense) 2,124 (1,257) (710) (8,699)
Net income $ 13,316 $ 16,063 $ 34,676 $ 41,973
Earnings per share:        
Basic (in dollars per share) $ 0.88 $ 1.09 $ 2.31 $ 2.85
Diluted (in dollars per share) $ 0.86 $ 1.05 $ 2.24 $ 2.75
Weighted average common shares outstanding:        
Basic (in shares) 15,210,100 14,768,689 15,035,898 14,732,726
Diluted (in shares) 15,497,836 15,301,545 15,448,693 15,242,453
Comprehensive income:        
Net income $ 13,316 $ 16,063 $ 34,676 $ 41,973
Foreign currency translation losses, net of tax (421) 0 (612) 0
Comprehensive income $ 12,895 $ 16,063 $ 34,064 $ 41,973
v3.23.3
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
Retained Earnings
Beginning balance (in shares) at Jan. 01, 2022   15,414,005      
Beginning balance at Jan. 01, 2022 $ 624,720 $ 154 $ 451,754 $ 0 $ 172,812
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 14,312   14,312    
Restricted stock issuance, net (in shares)   133,397      
Restricted stock issuance, net 0 $ 2 (2)    
Stock issuance for acquisitions (in shares)   12,519      
Stock issuance for acquisitions 1,352   1,352    
Reclassification of liability-classified awards to equity-classified awards 0        
Net income 41,973       41,973
Ending balance (in shares) at Oct. 01, 2022   15,559,921      
Ending balance at Oct. 01, 2022 682,357 $ 156 467,416 0 214,785
Beginning balance (in shares) at Jul. 02, 2022   15,537,134      
Beginning balance at Jul. 02, 2022 660,943 $ 155 462,066 0 198,722
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 5,351   5,351    
Restricted stock issuance, net (in shares)   22,787      
Restricted stock issuance, net 0 $ 1 (1)    
Net income 16,063       16,063
Ending balance (in shares) at Oct. 01, 2022   15,559,921      
Ending balance at Oct. 01, 2022 $ 682,357 $ 156 467,416 0 214,785
Beginning balance (in shares) at Dec. 31, 2022 15,523,300 15,523,300      
Beginning balance at Dec. 31, 2022 $ 694,240 $ 155 471,300 0 222,785
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 15,031   15,031    
Restricted stock issuance, net (in shares)   244,050      
Restricted stock issuance, net 0 $ 3 (3)    
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation (in shares)   (730)      
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation (81)   (81)    
Stock issuance for acquisitions (in shares)   123,436      
Stock issuance for acquisitions 14,666 $ 1 14,665    
Reclassification of liability-classified awards to equity-classified awards 1,697   1,697    
Payment of contingent consideration with common stock (in shares)   2,856      
Payment of contingent consideration with common stock 300   300    
Other comprehensive income (loss) (612)     (612)  
Net income $ 34,676       34,676
Ending balance (in shares) at Sep. 30, 2023 15,892,912 15,892,912      
Ending balance at Sep. 30, 2023 $ 759,917 $ 159 502,909 (612) 257,461
Beginning balance (in shares) at Jul. 01, 2023   15,890,908      
Beginning balance at Jul. 01, 2023 741,148 $ 159 497,035 (191) 244,145
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 5,459   5,459    
Restricted stock issuance, net (in shares)   (2,213)      
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation (in shares)   (730)      
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation (81)   (81)    
Stock issuance for acquisitions (in shares)   2,091      
Stock issuance for acquisitions 196   196    
Payment of contingent consideration with common stock (in shares)   2,856      
Payment of contingent consideration with common stock 300   300    
Other comprehensive income (loss) (421)     (421)  
Net income $ 13,316       13,316
Ending balance (in shares) at Sep. 30, 2023 15,892,912 15,892,912      
Ending balance at Sep. 30, 2023 $ 759,917 $ 159 $ 502,909 $ (612) $ 257,461
v3.23.3
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Oct. 01, 2022
Cash flows from operating activities:    
Net income $ 34,676 $ 41,973
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 42,498 33,091
Non-cash lease expense 10,346 9,409
Provision for doubtful accounts 940 1,252
Stock-based compensation 16,504 15,249
Change in fair value of contingent consideration (7,518) (543)
Gain on disposals of property and equipment (633) (100)
Deferred income taxes (25,447) (4,288)
Amortization of debt issuance costs 573 556
Changes in operating assets and liabilities, net of impact of acquisitions:    
Billed receivables (6,364) 13,281
Unbilled receivables (24,442) (8,633)
Prepaid expenses and other assets 1,944 (8,105)
Accounts payable 3,846 (7,937)
Accrued liabilities and other long-term liabilities 1,243 (1,608)
Billings in excess of costs and estimated earnings on uncompleted contracts (2,113) (2,902)
Contingent consideration (1,307) 0
Other current liabilities 689 (304)
Net cash provided by operating activities 45,435 80,391
Cash flows from investing activities:    
Cash paid for acquisitions (net of cash received from acquisitions) (189,109) (5,020)
Proceeds from sale of assets 295 87
Purchase of property and equipment (14,257) (14,874)
Net cash used in investing activities (203,071) (19,807)
Cash flows from financing activities:    
Borrowings from Senior Credit Facility 188,000 0
Payments on notes payable (6,399) (7,796)
Payments of contingent consideration (793) (1,597)
Payments of borrowings from Senior Credit Facility (15,000) (45,000)
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation (81) 0
Net cash provided by (used in) financing activities 165,727 (54,393)
Effect of exchange rate changes on cash and cash equivalents (193) 0
Net increase in cash and cash equivalents 7,898 6,191
Cash and cash equivalents – beginning of period 38,541 47,980
Cash and cash equivalents – end of period 46,439 54,171
Non-cash investing and financing activities:    
Contingent consideration (earn-out) 325 5,849
Notes payable and other obligations issued for acquisitions 6,326 2,933
Stock issuance for acquisitions 14,666 1,352
Reclassification of liability-classified awards to equity-classified awards 1,697 0
Finance leases 888 644
Payment of contingent consideration with common stock $ 300 $ 0
v3.23.3
Organization and Nature of Business Operations
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Organization and Nature of Business Operations Organization and Nature of Business Operations
Business
NV5 Global, Inc. and its subsidiaries (collectively, the “Company” or “NV5 Global”) is a provider of technology, conformity assessment, consulting solutions, and software applications to public and private sector clients in the infrastructure, utility services, construction, real estate, environmental, and geospatial markets, operating nationwide and abroad. The Company’s clients include the U.S. Federal, state and local governments, and the private sector. NV5 Global provides a wide range of services, including, but not limited to:
Utility servicesMEP & technology design
LNG servicesCommissioning
EngineeringBuilding program management
Civil program managementEnvironmental health & safety
SurveyingReal estate transaction services
Construction quality assuranceEnergy efficiency & clean energy services
Code compliance consulting3D geospatial data modeling
Forensic servicesEnvironmental & natural resources
Litigation supportRobotic survey solutions
Ecological studiesGeospatial data applications & software
Fiscal Year
The Company operates on a "52/53 week" fiscal year ending on the Saturday closest to the calendar quarter end.
v3.23.3
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies 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 (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain all adjustments necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods presented. Accordingly, these statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). The results of operations and cash flows for the interim periods presented are not necessarily indicative of the results to be expected for any future interim period or for the full 2023 fiscal year.
Performance Obligations
To determine the proper revenue recognition method, the Company evaluates whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. The majority of the Company's contracts have a single performance obligation as the promise to transfer the individual goods or services that is not separately identifiable from other promises in the contracts and therefore, is not distinct.
The Company’s performance obligations are satisfied as work progresses or at a point in time. Revenue on the Company's cost-reimbursable contracts is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it depicts the transfer of control to the customer. Contract costs include labor, sub-consultant services, and other direct costs.
Gross revenue from services transferred to customers at a point in time is recognized when the customer obtains control of the asset, which is generally upon delivery and acceptance by the customer of the reports and/or analysis performed.
As of September 30, 2023, the Company had $853,829 of remaining performance obligations, of which $694,544 is expected to be recognized over the next 12 months and the majority of the balance over the next 24 months. Contracts for which work authorizations have been received are included in performance obligations. Performance obligations include only those amounts that have been funded and authorized and does not reflect the full amounts the Company may receive over the term of such contracts. In the case of non-government contracts and project awards, performance obligations include future revenue at contract or customary rates, excluding contract renewals or extensions that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, the Company includes revenue from such contracts in performance obligations to the extent of the remaining estimated amount.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled receivables (contract assets), and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) on the Consolidated Balance Sheet. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized on these contracts as of the reporting date. This liability is generally classified as current. During the three and nine months ended September 30, 2023 the Company performed services and recognized $1,793 and $26,840, respectively, of revenue related to its contract liabilities that existed as of December 31, 2022.

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.
 
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 the Company applies a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques, and weights the results accordingly. Subjective and complex judgments are required 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. The Company has elected to perform its annual goodwill impairment review as of August 1 of each year. The Company conducts its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill.
As of August 1, 2023, the Company conducted its annual impairment tests using the quantitative method of evaluating goodwill. Based on the quantitative analyses the Company determined the fair value of each of the reporting units exceeded its carrying value. Therefore, the goodwill was not impaired and the Company did not recognize an impairment charge relating to goodwill as of August 1, 2023. Furthermore, there were no indicators, events or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2023 through September 30, 2023.
Identifiable intangible assets primarily include customer backlog, customer relationships, trade names, non-compete agreements, and developed technology. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. There were no indicators, events or changes in circumstances that would indicate intangible assets were impaired during the nine months ended September 30, 2023. See Note 8, Goodwill and Intangible Assets, for further information on goodwill and identified intangibles.
There have been no material changes in the Company's significant accounting policies described in the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.
v3.23.3
Recent Accounting Pronouncements
9 Months Ended
Sep. 30, 2023
Accounting Standards Update and Change in Accounting Principle [Abstract]  
Recent Accounting Pronouncements Recent Accounting PronouncementsNone
v3.23.3
Earnings per Share
9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Earnings per Share 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, excluding unvested restricted shares. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. The effect of potentially dilutive securities is not considered during periods of loss or if the effect is anti-dilutive.
The weighted average number of shares outstanding in calculating basic earnings per share for the nine months ended September 30, 2023 and October 1, 2022 exclude 687,716 and 760,050 non-vested restricted shares, respectively. During the three and nine months ended September 30, 2023, there were 22,365 and 31,886 weighted average securities, respectively, which are not included in the calculation of diluted weighted average shares outstanding because their impact is anti-dilutive or their performance conditions have not been met. During the three and nine months ended October 1, 2022, there were 36,794 and 25,282 weighted average securities, respectively, which are not included in the calculation of diluted weighted average shares outstanding because their impact is anti-dilutive or their performance conditions have not been met.
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:
Three Months EndedNine Months Ended
September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Numerator:
Net income – basic and diluted$13,316 $16,063 $34,676 $41,973 
Denominator:
Basic weighted average shares outstanding15,210,100 14,768,689 15,035,898 14,732,726 
Effect of dilutive non-vested restricted shares and units262,709 517,238 387,657 494,047 
Effect of issuable shares related to acquisitions25,027 15,618 25,138 15,680 
Diluted weighted average shares outstanding15,497,836 15,301,545 15,448,693 15,242,453 
v3.23.3
Business Acquisitions
9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Business Acquisitions Business Acquisitions
2023 Acquisitions
On April 6, 2023, the Company acquired all of the outstanding equity interests in the Visual Information Solutions commercial geospatial technology and software business ("VIS") from L3Harris. VIS is a provider of subscription-based software solutions for the analysis and management of software applications and Analytics as a Service (AaaS) solutions. The Company acquired VIS for a cash purchase price of $75,371. The purchase price and other related costs associated with the transaction were financed through the Company's amended and restated credit agreement (the "Second A&R Credit Agreement" or "Senior Credit Facility") with Bank of America, N.A. and other lenders party thereto. See Note 10, Notes Payable and Other Obligations, for further detail on the Second A&R Credit Agreement. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, the Company engaged an independent third-party valuation specialist to assist in the determination of fair values. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable, certain fixed assets, deferred tax liabilities, and the fair value of other assets and liabilities acquired.    
On February 22, 2023, the Company acquired all of the outstanding equity interests in Continental Mapping Acquisition Corp. and its subsidiaries, including Axim Geospatial, LLC (collectively "Axim"), a provider of comprehensive geospatial services and solutions addressing critical mission requirements for customers across the defense and intelligence and state and local government sectors. The aggregate purchase price of the acquisition was $139,562, including $119,736 in cash, a $6,326 promissory note, and $13,500 of the Company's common stock. The purchase price and other related costs associated with the transaction were financed through the Company's Second A&R Credit Agreement with Bank of America, N.A. and other lenders party thereto. See Note 10, Notes Payable and Other Obligations, for further detail on the Second A&R Credit Agreement. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, the Company engaged an independent third-party valuation specialist to assist in the determination of fair values. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable, certain fixed assets, deferred tax liabilities, and the fair value of other assets and liabilities acquired.
The Company has completed four other acquisitions during 2023. The aggregate purchase price for the four acquisitions was $7,725, including $6,900 in cash, $500 of the Company's common stock, and a potential earn-out of up to $340 payable in cash, which has been recorded at an estimated fair value of $325. A probability-weighted approach was used to determine the fair value of the earn-out, which is a generally accepted valuation technique that embodies all significant assumption types. The final
determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The 2023 acquisitions will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable, and deferred tax liabilities.
2022 Acquisitions    
The Company completed five acquisitions during 2022. The aggregate purchase price of all five acquisitions was $14,220, including $5,882 of cash, $1,606 of promissory notes, $433 of the Company's common stock, and potential earn-outs of up to $15,850 payable in cash and stock, which was recorded at an estimated fair value of $6,299. An option-based model was used to determine the fair value of the earn-outs, which is a generally accepted valuation technique that embodies all significant assumption types. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, the Company engaged an independent third-party valuation specialist to assist in the determination of fair values. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The 2022 acquisitions will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the acquisition date, including intangible assets, accounts receivable, and certain fixed assets. Purchase price allocation adjustments recorded during 2023 were immaterial.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date for the acquisitions closed during the nine months ended September 30, 2023 and the fiscal year ended December 31, 2022:
20232022
VISAximOtherTotalTotal
Cash$7,027 $5,419 $1,316 $13,762 $— 
Billed and unbilled receivables, net5,042 13,937 1,609 20,588 1,794 
Right-of-use assets2,162 1,643 552 4,357 632 
Property and equipment118 2,870 38 3,026 1,510 
Prepaid expenses1,505 1,543 17 3,065 — 
Other assets— 156 161 — 
Intangible assets:
Customer relationships34,339 53,518 2,146 90,003 3,606 
Trade name2,983 2,266 160 5,409 268 
Customer backlog882 3,862 583 5,327 459 
Developed technology4,578 1,942 — 6,520 — 
Non-compete26 580 197 803 298 
Total Assets$58,662 $87,736 $6,623 $153,021 $8,567 
Liabilities(16,535)(13,668)(2,297)(32,500)(5,623)
Deferred tax liabilities(9,369)(14,477)(506)(24,352)— 
Net assets acquired$32,758 $59,591 $3,820 $96,169 $2,944 
Consideration paid (Cash, Notes and/or stock)$75,371 $139,562 $7,400 $222,333 $7,921 
Contingent earn-out liability (Cash and stock)— — 325 325 6,299 
Total Consideration$75,371 $139,562 $7,725 $222,658 $14,220 
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)$42,613 $79,971 $3,905 $126,489 $11,276 
Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable to the reputation of the business acquired, the workforce in place and the synergies to be
achieved from these acquisitions. See Note 8, Goodwill and Intangible Assets, for further information on fair value adjustments to goodwill and identified intangibles.
The consolidated financial statements of the Company include the results of operations from any business acquired from their respective dates of acquisition. The following table presents the results of operations of businesses acquired from their respective dates of acquisition for the three and nine months ended September 30, 2023. The revenue and earnings of the fiscal 2022 acquisitions included in the Company's results since the acquisition dates are not material to the Company's consolidated financial statements and have not been presented.
Three Months EndedNine Months Ended
September 30, 2023September 30, 2023
Gross revenues$32,970 $69,901 
Income before income taxes$5,739 $11,481 
General and administrative expenses for the three and nine months ended September 30, 2023 and October 1, 2022 include acquisition-related costs pertaining to the Company's acquisition activities. Acquisition-related costs were not material to the Company's consolidated financial statements.
The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for the three and nine months ended September 30, 2023 and October 1, 2022 as if the fiscal 2023 and 2022 acquisitions had occurred at the beginning of fiscal year 2022. The pro forma information provided below is compiled from pre-acquisition financial information and includes pro forma adjustments for amortization expense, adjustments to certain expenses, 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 operations of these acquisitions actually been acquired at the beginning of fiscal year 2022 or (ii) future results of operations:
Three Months EndedNine Months Ended
September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Gross revenues$239,634 $236,507 $671,471 $690,657 
Net income$13,267 $16,763 $33,535 $40,926 
Basic earnings per share$0.87 $1.13 $2.23 $2.75 
Diluted earnings per share$0.86 $1.09 $2.17 $2.66 
Adjustments were made to the pro forma results to adjust amortization of intangible assets to reflect fair value of identified assets acquired, to record the effects of financing from the Company's Senior Credit Facility, to record the effects of promissory notes issued, and to record the income tax effect of these adjustments.
v3.23.3
Billed and Unbilled Receivables
9 Months Ended
Sep. 30, 2023
Receivables [Abstract]  
Billed and Unbilled Receivables Billed and Unbilled Receivables
Billed and unbilled receivables consists of the following:
September 30, 2023December 31, 2022
Billed receivables$170,466 $149,082 
Less: allowance for doubtful accounts(3,607)(3,445)
Billed receivables, net$166,859 $145,637 
Unbilled receivables$124,321 $95,104 
Less: allowance for doubtful accounts(2,272)(2,242)
Unbilled receivables, net$122,049 $92,862 
v3.23.3
Property and Equipment, net
9 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
Property and Equipment, net Property and Equipment, net
Property and equipment, net, consists of the following:
September 30, 2023December 31, 2022
Office furniture and equipment$3,451 $3,421 
Computer equipment30,609 25,816 
Survey and field equipment60,199 49,985 
Leasehold improvements6,853 6,546 
Total101,112 85,768 
Less: accumulated depreciation(51,182)(44,128)
Property and equipment, net$49,930 $41,640 
Depreciation expense was $3,703 and $10,574 for the three and nine months ended September 30, 2023, respectively, of which $1,453 and $4,072 was included in other direct costs. Depreciation expense was $2,988 and $8,727 for the three and nine months ended October 1, 2022, respectively, of which $1,262 and $3,718 was included in other direct costs.
v3.23.3
Goodwill and Intangible Assets
9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
Goodwill
The changes in the carrying value by reportable segment for the nine months ended September 30, 2023 were as follows:
Nine Months Ended
December 31, 20222023 AcquisitionsAdjustmentsForeign Currency Translation of non-USD functional currency goodwillSeptember 30, 2023
INF$90,932 $726 $— $— $91,658 
BTS111,838 3,179 13 (46)114,984 
GEO198,187 122,584 (10)(373)320,388 
Total$400,957 $126,489 $$(419)$527,030 
Goodwill of $1,225 from acquisitions completed during the nine months ended September 30, 2023 is expected to be deductible for income tax purposes.
Intangible Assets
Intangible assets, net, as of September 30, 2023 and December 31, 2022 consist of the following:
September 30, 2023December 31, 2022
Gross
Carrying
Amount
Accumulated AmortizationNet
Amount
Gross
Carrying
Amount
Accumulated AmortizationNet
Amount
Finite-lived intangible assets:
Customer relationships(1)
$312,996 $(108,368)$204,628 $222,998 $(87,054)$135,944 
Trade name(2)
22,292 (17,665)4,627 16,883 (15,933)950 
Customer backlog(3)
34,745 (31,206)3,539 29,419 (27,333)2,086 
Non-compete(4)
14,932 (12,341)2,591 14,110 (11,298)2,812 
Developed technology(5)
39,464 (18,416)21,048 32,944 (14,305)18,639 
Total finite-lived intangible assets$424,429 $(187,996)$236,433 $316,354 $(155,923)$160,431 

(1) Amortized on a straight-line basis over estimated lives (1 to 17 years)
(2) Amortized on a straight-line basis over their estimated lives (1 to 5 years)
(3) Amortized on a straight-line basis over their estimated lives (1 to 10 years)
(4) Amortized on a straight-line basis over their contractual lives (2 to 5 years)
(5) Amortized on a straight-line basis over their estimated lives (5 to 10 years)
The identifiable intangible assets acquired during the nine months ended September 30, 2023 consist of customer relationships, trade name, customer backlog, non-compete, and developed technology with weighted average lives of 12.4 years, 3.6 years, 1.3 years, 3.6 years, and 6.5 years, respectively. Amortization expense was $11,590 and $31,924 during the three and nine months ended September 30, 2023, respectively, and $8,045 and $24,364 during the three and nine months ended October 1, 2022, respectively.
v3.23.3
Accrued Liabilities
9 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
Accrued Liabilities Accrued Liabilities
Accrued liabilities consist of the following:
September 30, 2023December 31, 2022
Current portion of lease liability$14,436 $13,081 
Accrued vacation13,392 12,467 
Payroll and related taxes15,183 6,616 
Benefits6,660 5,160 
Accrued operating expenses8,004 4,540 
Other6,863 2,449 
Total$64,538 $44,313 
v3.23.3
Notes Payable and Other Obligations
9 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
Notes Payable and Other Obligations Notes Payable and Other Obligations
Notes payable and other obligations consists of the following:
September 30, 2023December 31, 2022
Senior credit facility$206,750 $33,750 
Uncollateralized promissory notes19,629 18,492 
Finance leases3,347 3,465 
Other obligations1,005 1,814 
Debt issuance costs, net of amortization(2,100)(2,672)
Total notes payable and other obligations228,631 54,849 
Current portion of notes payable and other obligations12,989 15,176 
Notes payable and other obligations, less current portion$215,642 $39,673 
As of September 30, 2023 and December 31, 2022, 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.
Senior Credit Facility
On August 13, 2021 (the "Closing Date"), the Company amended and restated its Credit Agreement (the "Second A&R Credit Agreement" or "Senior Credit Facility"), originally dated December 7, 2016 and as amended to the Closing Date, with Bank of America, N.A. ("Bank of America"), as administrative agent, swingline lender and letter of credit issuer, the other lenders party thereto, and certain of the Company's subsidiaries as guarantors. Pursuant to the Second A&R Credit Agreement, the previously drawn term commitments of $150,000 and revolving commitments totaling $215,000 in the aggregate were converted into revolving commitments totaling $400,000 in the aggregate. These revolving commitments are available through August 13, 2026 (the "Maturity Date") and an aggregate amount of approximately $138,750 was drawn under the Second A&R Credit Amendment on the Closing Date to repay previously existing borrowings under the term and revolving facilities prior to such amendment and restatement. Borrowings under the Second A&R Credit Agreement are secured by a first priority lien on substantially all of the assets of the Company. The Second A&R Credit Agreement also includes an accordion feature permitting the Company to request an increase in the revolving facility under the Second A&R Credit Agreement by an additional amount of up to $200,000 in the aggregate. As of September 30, 2023 and December 31, 2022, the outstanding balance on the Second A&R Credit Agreement was $206,750 and $33,750, respectively.
The Company's Second A&R Credit Agreement provides for the replacement of LIBOR (London Interbank Offered Rate), which prior to April 1, 2023, was transitioned to SOFR (Secured Overnight Funding Rate), subject to the completion of the relevant existing interest period ("LIBOR Transition"). Borrowings under the Second A&R Credit Agreement bear interest at variable rates which are, at the Company's option, tied to a Eurocurrency rate equal to LIBOR or, from and after the LIBOR Transition, either Term SOFR or Daily Simple SOFR, plus in each case an applicable margin or a base rate denominated in U.S. dollars. Interest rates remain subject to change based on the Company's consolidated leverage ratio. As of September 30, 2023, the Company's interest rate was 6.7%.
The Second A&R Credit Agreement contains financial covenants that require NV5 Global to maintain a consolidated net leverage ratio (the ratio of the Company's pro forma consolidated net funded indebtedness to the Company's pro forma consolidated EBITDA for the most recently completed measurement period) of no greater than 4.00 to 1.00.
These financial covenants also require the Company to maintain a consolidated fixed charge coverage ratio of no less than 1.10 to 1.00 as of the end of any measurement period. As of September 30, 2023, the Company was in compliance with the financial covenants.

The Second A&R Credit Agreement contains covenants that may have the effect of limiting the Company's ability to, among other things, merge with or acquire other entities, enter into a transaction resulting in a Change in Control, create certain new liens, incur certain additional indebtedness, engage in certain transactions with affiliates, or engage in new lines of business
or sell a substantial part of their assets. The Second A&R Credit Agreement also contains customary events of default, including (but not limited to) a default in the payment of principal or, following an applicable grace period, interest, breaches of the Company's covenants or warranties under the Second A&R Credit Agreement, payment default or acceleration of certain indebtedness, certain events of bankruptcy, insolvency or liquidation, certain judgments or uninsured losses, changes in control and certain liabilities related to ERISA based plans.
The Second A&R Credit Agreement limits the payment of cash dividends (together with certain other payments that would constitute a "Restricted Payment" within the meaning of the Second A&R Credit Agreement and generally including dividends, stock repurchases and certain other payments in respect to warrants, options, and other rights to acquire equity securities), unless the Consolidated Leverage Ratio would be less than 3.25 to 1.00 and available liquidity (defined as unrestricted, domestically held cash plus revolver availability) would be at least $30,000, in each case after giving effect to such payment.
Total debt issuance costs incurred and capitalized in connection with the issuance of the Second A&R Credit Agreement were $3,702. Total amortization of debt issuance costs was $208 and $573 during the three and nine months ended September 30, 2023, respectively, and $185 and $556 during the three and nine months ended October 1, 2022, respectively.
Other Obligations
The Company has aggregate obligations related to acquisitions of $20,634 and $20,306 as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, the Company's weighted average interest rate on other outstanding obligations was 3.0%
v3.23.3
Contingent Consideration
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Contingent Consideration Contingent Consideration
The following table summarizes the changes in the carrying value of estimated contingent consideration:
September 30, 2023December 31, 2022
Contingent consideration, beginning of the year$15,335 $8,328 
Additions for acquisitions325 6,299 
Reduction of liability for payments made(2,400)(2,264)
(Decrease) increase of liability related to re-measurement of fair value(7,518)2,972 
Total contingent consideration, end of the period5,742 15,335 
Current portion of contingent consideration3,845 10,854 
Contingent consideration, less current portion$1,897 $4,481 
During the nine months ended September 30, 2023, the Company recorded earn-out fair value adjustments of $7,518 that decreased the contingent consideration liability related to acquisitions.
v3.23.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies 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.
v3.23.3
Stock-Based Compensation
9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based CompensationIn October 2011, the Company's stockholders approved the NV5 Global, Inc. 2011 Equity Incentive Plan, which was subsequently amended and restated in March 2013 (as amended, the “2011 Equity Plan”). The 2011 Equity Incentive Plan expired pursuant to its terms in March 2023, accordingly no further grants were made following the date of such expiration. Prior to such
expiration, the Company's Board adopted the NV5 Global, Inc. 2023 Equity Incentive Plan (the "2023 Equity Plan") to replace the 2011 Equity Plan, subject to stockholder approval. On June 13, 2023, the Company's stockholders approved the 2023 Equity Plan. The 2023 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 September 30, 2023, 2,148,768 shares of common stock are authorized, reserved, and registered for issuance under the 2023 Equity Plan. The restricted shares of common stock granted generally provide for service-based cliff vesting after two to four years following the grant date.
The following summarizes the activity of restricted stock awards during the nine months ended September 30, 2023:
Number of Unvested Restricted Shares of Common Stock and Restricted Stock UnitsWeighted Average
Grant Date Fair
Value
December 31, 2022713,793$81.25 
Granted278,825$106.70 
Vested(279,891)$48.41 
Forfeited(27,275)$92.34 
September 30, 2023685,452$104.54 
Stock-based compensation expense relating to restricted stock awards during the three and nine months ended September 30, 2023 was $5,777 and $16,504, respectively, and $5,634 and $15,249 during the three and nine months ended October 1, 2022, respectively. In connection with the Company's 401(k) Profit Sharing match, stock-based compensation expense during the three and nine months ended September 30, 2023 includes $318 and $1,473, respectively, of expense related to the Company's liability-classified awards. Stock-based compensation expense during the three and nine months ended October 1, 2022 includes $283 and $937, respectively, of expense related to the Company's liability-classified awards. The total estimated amount of the liability-classified awards for fiscal 2023 is approximately $5,314. The 401(k) Profit Sharing restricted stock awards are issued under the rules of the NV5 Global, Inc. 2023 Equity Incentive Plan and are not issued into the NV5 401(k) Profit Sharing plan. Approximately $41,103 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 1.67 years, is unrecognized at September 30, 2023. The total fair value of restricted shares vested during the nine months ended September 30, 2023 and October 1, 2022 was $29,235 and $14,624, respectively.
v3.23.3
Income Taxes
9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
As of September 30, 2023 and December 31, 2022, the Company had net deferred income tax liabilities of $5,797 and $6,893, respectively. Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where we have a future obligation for tax purposes.
The Company's effective income tax rate was (19.0)% and 2.0% during the three and nine months ended September 30, 2023, respectively, and 7.3% and 17.2% during the three and nine months ended October 1, 2022, respectively. The difference between the effective income tax rate and the combined statutory federal and state income tax rate was primarily due to an increase in federal credits recorded in the third quarter of 2023 and 2022, including additional prior year credits, and the recognition of excess tax benefits from stock-based payments in the second and third quarter of 2023 and 2022.
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. Fiscal years 2019 through 2022 are considered open tax years in the U.S. federal jurisdiction, state and foreign jurisdictions. Fiscal years 2012 - 2014 are considered open in the State of California. It is not expected that there will be a significant change in the unrecognized tax benefits within the next 12 months.
v3.23.3
Reportable Segments
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Reportable Segments Reportable Segments
The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting” (“Topic No. 280”). The Company's Chief Executive Officer, who is the chief operating decision maker ("CODM"), organized the Company into three operating and reportable segments: Infrastructure ("INF"), which includes the Company's engineering, civil program management, utility services, and construction quality assurance practices; Building, Technology & Sciences ("BTS"), which includes the Company's environmental health sciences, clean energy consulting, buildings and program management, and MEP & technology design practices; and Geospatial Solutions ("GEO"), which includes the Company's geospatial solution practices.
The Company evaluates the performance of these reportable segments based on their respective operating income before the effect of amortization expense related to acquisitions and other unallocated corporate expenses. The following tables set forth summarized financial information concerning our reportable segments:
Three Months EndedNine Months Ended
September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Gross revenues
INF$102,136 $98,754 $287,074 $301,354 
BTS57,235 58,579 164,113 180,364 
GEO79,916 46,742 195,055 115,242 
Total gross revenues$239,287 $204,075 $646,242 $596,960 
Segment income before taxes
INF$15,902 $17,692 $49,628 $53,149 
BTS10,226 10,171 26,757 35,606 
GEO15,963 12,588 37,798 28,727 
Total Segment income before taxes42,091 40,451 114,183 117,482 
Corporate(1)
(30,899)(23,131)(78,797)(66,810)
Total income before taxes$11,192 $17,320 $35,386 $50,672 
(1) Includes amortization of intangibles of $11,590 and $31,924 for the three and nine months ended September 30, 2023, respectively, and $8,045 and $24,364 during the three and nine months ended October 1, 2022, respectively.
The Company disaggregates its gross revenues from contracts with customers by geographic location, customer-type and contract-type for each of our reportable segments. Disaggregated revenues include the elimination of inter-segment revenues which has been allocated to each segment. The Company believes this best depicts how the nature, amount, timing and uncertainty of its revenues and cash flows are affected by economic factors. Gross revenue, classified by the major geographic areas in which the Company's customers were located, were as follows:
Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
INFBTSGEOTotalINFBTSGEOTotal
United States$102,136 $46,986 $75,736 $224,858 $287,074 $137,932 $186,178 $611,184 
Foreign— 10,249 4,180 14,429 — 26,181 8,877 35,058 
Total gross revenues$102,136 $57,235 $79,916 $239,287 $287,074 $164,113 $195,055 $646,242 
Three Months Ended October 1, 2022Nine Months Ended October 1, 2022
INFBTSGEOTotalINFBTSGEOTotal
United States$98,754 $50,039 $45,205 $193,998 $301,354 $157,560 $112,667 $571,581 
Foreign— 8,540 1,537 10,077 — 22,804 2,575 25,379 
Total gross revenues$98,754 $58,579 $46,742 $204,075 $301,354 $180,364 $115,242 $596,960 
Gross revenue by customer were as follows:
Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
INFBTSGEOTotalINFBTSGEOTotal
Public and quasi-public sector$81,236 $13,834 $69,082 $164,152 $228,298 $47,779 $166,491 $442,568 
Private sector20,900 43,401 10,834 75,135 58,776 116,334 28,564 203,674 
Total gross revenues$102,136 $57,235 $79,916 $239,287 $287,074 $164,113 $195,055 $646,242 
Three Months Ended October 1, 2022Nine Months Ended October 1, 2022
INFBTSGEOTotalINFBTSGEOTotal
Public and quasi-public sector$78,643 $15,812 $37,942 $132,397 $237,901 $46,708 $92,576 $377,185 
Private sector20,111 42,767 8,800 71,678 63,453 133,656 22,666 219,775 
Total gross revenues$98,754 $58,579 $46,742 $204,075 $301,354 $180,364 $115,242 $596,960 

Gross revenues by contract type were as follows:
Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
INFBTSGEOTotalINFBTSGEOTotal
Cost-reimbursable contracts$98,651 $40,666 $77,251 $216,568 $275,693 $119,960 $190,752 $586,405 
Fixed-unit price contracts3,485 16,569 2,665 22,719 11,381 44,153 4,303 59,837 
Total gross revenues$102,136 $57,235 $79,916 $239,287 $287,074 $164,113 $195,055 $646,242 
Three Months Ended October 1, 2022Nine Months Ended October 1, 2022
INFBTSGEOTotalINFBTSGEOTotal
Cost-reimbursable contracts$94,199 $48,702 $46,671 $189,572 $288,525 $127,194 $114,954 $530,673 
Fixed-unit price contracts4,555 9,877 71 14,503 12,829 53,170 288 66,287 
Total gross revenues$98,754 $58,579 $46,742 $204,075 $301,354 $180,364 $115,242 $596,960 
v3.23.3
Stockholders' Equity
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
Accumulated Other Comprehensive Income (Loss)
The Company's accumulated other comprehensive income (loss) consists of foreign currency translation adjustments related to the Company's foreign operations with functional currency other than the U.S. dollar. The after-tax changes in accumulated other comprehensive income (loss) by component were as follows:
Accumulated Other Comprehensive Income (Loss)
Foreign currency translation adjustments balance, December 31, 2022$— 
Other comprehensive income (loss)(612)
Foreign currency translation adjustments balance, September 30, 2023$(612)
v3.23.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation
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 (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain all adjustments necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods presented. Accordingly, these statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). The results of operations and cash flows for the interim periods presented are not necessarily indicative of the results to be expected for any future interim period or for the full 2023 fiscal year.
Performance Obligations
Performance Obligations
To determine the proper revenue recognition method, the Company evaluates whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. The majority of the Company's contracts have a single performance obligation as the promise to transfer the individual goods or services that is not separately identifiable from other promises in the contracts and therefore, is not distinct.
The Company’s performance obligations are satisfied as work progresses or at a point in time. Revenue on the Company's cost-reimbursable contracts is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it depicts the transfer of control to the customer. Contract costs include labor, sub-consultant services, and other direct costs.
Gross revenue from services transferred to customers at a point in time is recognized when the customer obtains control of the asset, which is generally upon delivery and acceptance by the customer of the reports and/or analysis performed.
As of September 30, 2023, the Company had $853,829 of remaining performance obligations, of which $694,544 is expected to be recognized over the next 12 months and the majority of the balance over the next 24 months. Contracts for which work authorizations have been received are included in performance obligations. Performance obligations include only those amounts that have been funded and authorized and does not reflect the full amounts the Company may receive over the term of such contracts. In the case of non-government contracts and project awards, performance obligations include future revenue at contract or customary rates, excluding contract renewals or extensions that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, the Company includes revenue from such contracts in performance obligations to the extent of the remaining estimated amount.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled receivables (contract assets), and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) on the Consolidated Balance Sheet. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized on these contracts as of the reporting date. This liability is generally classified as current.
Goodwill and Intangible Assets
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.
 
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 the Company applies a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques, and weights the results accordingly. Subjective and complex judgments are required 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. The Company has elected to perform its annual goodwill impairment review as of August 1 of each year. The Company conducts its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill.
As of August 1, 2023, the Company conducted its annual impairment tests using the quantitative method of evaluating goodwill. Based on the quantitative analyses the Company determined the fair value of each of the reporting units exceeded its carrying value. Therefore, the goodwill was not impaired and the Company did not recognize an impairment charge relating to goodwill as of August 1, 2023. Furthermore, there were no indicators, events or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2023 through September 30, 2023.Identifiable intangible assets primarily include customer backlog, customer relationships, trade names, non-compete agreements, and developed technology. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. There were no indicators, events or changes in circumstances that would indicate intangible assets were impaired during the nine months ended September 30, 2023.
Recent Accounting Pronouncements Recent Accounting PronouncementsNone
v3.23.3
Earnings per Share (Tables)
9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Schedule Of Reconciliation Of The Net Income And Weighted Average Shares Outstanding For The Calculation Of Basic And Diluted Earnings Per Share
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:
Three Months EndedNine Months Ended
September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Numerator:
Net income – basic and diluted$13,316 $16,063 $34,676 $41,973 
Denominator:
Basic weighted average shares outstanding15,210,100 14,768,689 15,035,898 14,732,726 
Effect of dilutive non-vested restricted shares and units262,709 517,238 387,657 494,047 
Effect of issuable shares related to acquisitions25,027 15,618 25,138 15,680 
Diluted weighted average shares outstanding15,497,836 15,301,545 15,448,693 15,242,453 
v3.23.3
Business Acquisitions (Tables)
9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule Of The Fair Values Of The Assets Acquires And Liabilities Assumed
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date for the acquisitions closed during the nine months ended September 30, 2023 and the fiscal year ended December 31, 2022:
20232022
VISAximOtherTotalTotal
Cash$7,027 $5,419 $1,316 $13,762 $— 
Billed and unbilled receivables, net5,042 13,937 1,609 20,588 1,794 
Right-of-use assets2,162 1,643 552 4,357 632 
Property and equipment118 2,870 38 3,026 1,510 
Prepaid expenses1,505 1,543 17 3,065 — 
Other assets— 156 161 — 
Intangible assets:
Customer relationships34,339 53,518 2,146 90,003 3,606 
Trade name2,983 2,266 160 5,409 268 
Customer backlog882 3,862 583 5,327 459 
Developed technology4,578 1,942 — 6,520 — 
Non-compete26 580 197 803 298 
Total Assets$58,662 $87,736 $6,623 $153,021 $8,567 
Liabilities(16,535)(13,668)(2,297)(32,500)(5,623)
Deferred tax liabilities(9,369)(14,477)(506)(24,352)— 
Net assets acquired$32,758 $59,591 $3,820 $96,169 $2,944 
Consideration paid (Cash, Notes and/or stock)$75,371 $139,562 $7,400 $222,333 $7,921 
Contingent earn-out liability (Cash and stock)— — 325 325 6,299 
Total Consideration$75,371 $139,562 $7,725 $222,658 $14,220 
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)$42,613 $79,971 $3,905 $126,489 $11,276 
Schedule Of Pro Forma Consolidated Results Of Operations The following table presents the results of operations of businesses acquired from their respective dates of acquisition for the three and nine months ended September 30, 2023. The revenue and earnings of the fiscal 2022 acquisitions included in the Company's results since the acquisition dates are not material to the Company's consolidated financial statements and have not been presented.
Three Months EndedNine Months Ended
September 30, 2023September 30, 2023
Gross revenues$32,970 $69,901 
Income before income taxes$5,739 $11,481 
The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of these acquisitions actually been acquired at the beginning of fiscal year 2022 or (ii) future results of operations:
Three Months EndedNine Months Ended
September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Gross revenues$239,634 $236,507 $671,471 $690,657 
Net income$13,267 $16,763 $33,535 $40,926 
Basic earnings per share$0.87 $1.13 $2.23 $2.75 
Diluted earnings per share$0.86 $1.09 $2.17 $2.66 
v3.23.3
Billed and Unbilled Receivables (Tables)
9 Months Ended
Sep. 30, 2023
Receivables [Abstract]  
Schedule Of Accounts, Notes, Loans And Financing Receivable
Billed and unbilled receivables consists of the following:
September 30, 2023December 31, 2022
Billed receivables$170,466 $149,082 
Less: allowance for doubtful accounts(3,607)(3,445)
Billed receivables, net$166,859 $145,637 
Unbilled receivables$124,321 $95,104 
Less: allowance for doubtful accounts(2,272)(2,242)
Unbilled receivables, net$122,049 $92,862 
v3.23.3
Property and Equipment, net (Tables)
9 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
Schedule Of Property And Equipment
Property and equipment, net, consists of the following:
September 30, 2023December 31, 2022
Office furniture and equipment$3,451 $3,421 
Computer equipment30,609 25,816 
Survey and field equipment60,199 49,985 
Leasehold improvements6,853 6,546 
Total101,112 85,768 
Less: accumulated depreciation(51,182)(44,128)
Property and equipment, net$49,930 $41,640 
v3.23.3
Goodwill and Intangible Assets (Tables)
9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule Of Goodwill
The changes in the carrying value by reportable segment for the nine months ended September 30, 2023 were as follows:
Nine Months Ended
December 31, 20222023 AcquisitionsAdjustmentsForeign Currency Translation of non-USD functional currency goodwillSeptember 30, 2023
INF$90,932 $726 $— $— $91,658 
BTS111,838 3,179 13 (46)114,984 
GEO198,187 122,584 (10)(373)320,388 
Total$400,957 $126,489 $$(419)$527,030 
Schedule Of Finite-lived Intangible Assets
Intangible assets, net, as of September 30, 2023 and December 31, 2022 consist of the following:
September 30, 2023December 31, 2022
Gross
Carrying
Amount
Accumulated AmortizationNet
Amount
Gross
Carrying
Amount
Accumulated AmortizationNet
Amount
Finite-lived intangible assets:
Customer relationships(1)
$312,996 $(108,368)$204,628 $222,998 $(87,054)$135,944 
Trade name(2)
22,292 (17,665)4,627 16,883 (15,933)950 
Customer backlog(3)
34,745 (31,206)3,539 29,419 (27,333)2,086 
Non-compete(4)
14,932 (12,341)2,591 14,110 (11,298)2,812 
Developed technology(5)
39,464 (18,416)21,048 32,944 (14,305)18,639 
Total finite-lived intangible assets$424,429 $(187,996)$236,433 $316,354 $(155,923)$160,431 

(1) Amortized on a straight-line basis over estimated lives (1 to 17 years)
(2) Amortized on a straight-line basis over their estimated lives (1 to 5 years)
(3) Amortized on a straight-line basis over their estimated lives (1 to 10 years)
(4) Amortized on a straight-line basis over their contractual lives (2 to 5 years)
(5) Amortized on a straight-line basis over their estimated lives (5 to 10 years)
v3.23.3
Accrued Liabilities (Tables)
9 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
Schedule Of Accrued Liabilities
Accrued liabilities consist of the following:
September 30, 2023December 31, 2022
Current portion of lease liability$14,436 $13,081 
Accrued vacation13,392 12,467 
Payroll and related taxes15,183 6,616 
Benefits6,660 5,160 
Accrued operating expenses8,004 4,540 
Other6,863 2,449 
Total$64,538 $44,313 
v3.23.3
Notes Payable and Other Obligations (Tables)
9 Months Ended
Sep. 30, 2023
Payables and Accruals [Abstract]  
Schedule Of Notes Payable And Other Obligations
Notes payable and other obligations consists of the following:
September 30, 2023December 31, 2022
Senior credit facility$206,750 $33,750 
Uncollateralized promissory notes19,629 18,492 
Finance leases3,347 3,465 
Other obligations1,005 1,814 
Debt issuance costs, net of amortization(2,100)(2,672)
Total notes payable and other obligations228,631 54,849 
Current portion of notes payable and other obligations12,989 15,176 
Notes payable and other obligations, less current portion$215,642 $39,673 
v3.23.3
Contingent Consideration (Tables)
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Schedule Of Changes Carrying Value Of Estimated Contingent Consideration
The following table summarizes the changes in the carrying value of estimated contingent consideration:
September 30, 2023December 31, 2022
Contingent consideration, beginning of the year$15,335 $8,328 
Additions for acquisitions325 6,299 
Reduction of liability for payments made(2,400)(2,264)
(Decrease) increase of liability related to re-measurement of fair value(7,518)2,972 
Total contingent consideration, end of the period5,742 15,335 
Current portion of contingent consideration3,845 10,854 
Contingent consideration, less current portion$1,897 $4,481 
v3.23.3
Stock-Based Compensation (Tables)
9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Share-based Payment Arrangement, Restricted Stock Unit, Activity
The following summarizes the activity of restricted stock awards during the nine months ended September 30, 2023:
Number of Unvested Restricted Shares of Common Stock and Restricted Stock UnitsWeighted Average
Grant Date Fair
Value
December 31, 2022713,793$81.25 
Granted278,825$106.70 
Vested(279,891)$48.41 
Forfeited(27,275)$92.34 
September 30, 2023685,452$104.54 
v3.23.3
Reportable Segments (Tables)
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Schedule Of Segment Reporting Information, By Segment The following tables set forth summarized financial information concerning our reportable segments:
Three Months EndedNine Months Ended
September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Gross revenues
INF$102,136 $98,754 $287,074 $301,354 
BTS57,235 58,579 164,113 180,364 
GEO79,916 46,742 195,055 115,242 
Total gross revenues$239,287 $204,075 $646,242 $596,960 
Segment income before taxes
INF$15,902 $17,692 $49,628 $53,149 
BTS10,226 10,171 26,757 35,606 
GEO15,963 12,588 37,798 28,727 
Total Segment income before taxes42,091 40,451 114,183 117,482 
Corporate(1)
(30,899)(23,131)(78,797)(66,810)
Total income before taxes$11,192 $17,320 $35,386 $50,672 
(1) Includes amortization of intangibles of $11,590 and $31,924 for the three and nine months ended September 30, 2023, respectively, and $8,045 and $24,364 during the three and nine months ended October 1, 2022, respectively.
Schedule Of Revenue From External Customers By Geographic Areas Gross revenue, classified by the major geographic areas in which the Company's customers were located, were as follows:
Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
INFBTSGEOTotalINFBTSGEOTotal
United States$102,136 $46,986 $75,736 $224,858 $287,074 $137,932 $186,178 $611,184 
Foreign— 10,249 4,180 14,429 — 26,181 8,877 35,058 
Total gross revenues$102,136 $57,235 $79,916 $239,287 $287,074 $164,113 $195,055 $646,242 
Three Months Ended October 1, 2022Nine Months Ended October 1, 2022
INFBTSGEOTotalINFBTSGEOTotal
United States$98,754 $50,039 $45,205 $193,998 $301,354 $157,560 $112,667 $571,581 
Foreign— 8,540 1,537 10,077 — 22,804 2,575 25,379 
Total gross revenues$98,754 $58,579 $46,742 $204,075 $301,354 $180,364 $115,242 $596,960 
Schedule Of Revenue By Major Customers By Reporting Segments
Gross revenue by customer were as follows:
Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
INFBTSGEOTotalINFBTSGEOTotal
Public and quasi-public sector$81,236 $13,834 $69,082 $164,152 $228,298 $47,779 $166,491 $442,568 
Private sector20,900 43,401 10,834 75,135 58,776 116,334 28,564 203,674 
Total gross revenues$102,136 $57,235 $79,916 $239,287 $287,074 $164,113 $195,055 $646,242 
Three Months Ended October 1, 2022Nine Months Ended October 1, 2022
INFBTSGEOTotalINFBTSGEOTotal
Public and quasi-public sector$78,643 $15,812 $37,942 $132,397 $237,901 $46,708 $92,576 $377,185 
Private sector20,111 42,767 8,800 71,678 63,453 133,656 22,666 219,775 
Total gross revenues$98,754 $58,579 $46,742 $204,075 $301,354 $180,364 $115,242 $596,960 
Schedule Of Revenue From External Customers By Products And Services
Gross revenues by contract type were as follows:
Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
INFBTSGEOTotalINFBTSGEOTotal
Cost-reimbursable contracts$98,651 $40,666 $77,251 $216,568 $275,693 $119,960 $190,752 $586,405 
Fixed-unit price contracts3,485 16,569 2,665 22,719 11,381 44,153 4,303 59,837 
Total gross revenues$102,136 $57,235 $79,916 $239,287 $287,074 $164,113 $195,055 $646,242 
Three Months Ended October 1, 2022Nine Months Ended October 1, 2022
INFBTSGEOTotalINFBTSGEOTotal
Cost-reimbursable contracts$94,199 $48,702 $46,671 $189,572 $288,525 $127,194 $114,954 $530,673 
Fixed-unit price contracts4,555 9,877 71 14,503 12,829 53,170 288 66,287 
Total gross revenues$98,754 $58,579 $46,742 $204,075 $301,354 $180,364 $115,242 $596,960 
v3.23.3
Stockholders' Equity (Tables)
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Schedule of Accumulated Other Comprehensive Income (Loss) The after-tax changes in accumulated other comprehensive income (loss) by component were as follows:
Accumulated Other Comprehensive Income (Loss)
Foreign currency translation adjustments balance, December 31, 2022$— 
Other comprehensive income (loss)(612)
Foreign currency translation adjustments balance, September 30, 2023$(612)
v3.23.3
Summary of Significant Accounting Policies - Revenue Recognition (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining revenue performance obligation amount $ 853,829
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining revenue performance obligation amount $ 694,544
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | Period One  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation expected timing of satisfaction 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | Period Two  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation expected timing of satisfaction 24 months
v3.23.3
Summary of Significant Accounting Policies - Contract Balances (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Accounting Policies [Abstract]    
Revenue from contract liability $ 1,793 $ 26,840
v3.23.3
Earnings per Share - Narrative (Details) - shares
3 Months Ended 9 Months Ended
Sep. 30, 2023
Oct. 01, 2022
Sep. 30, 2023
Oct. 01, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities (in shares) 22,365 36,794 31,886 25,282
Restricted Stock        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities (in shares)     687,716 760,050
v3.23.3
Earnings per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Oct. 01, 2022
Sep. 30, 2023
Oct. 01, 2022
Numerator:        
Net income – basic $ 13,316 $ 16,063 $ 34,676 $ 41,973
Net income – diluted $ 13,316 $ 16,063 $ 34,676 $ 41,973
Denominator:        
Basic weighted average shares outstanding (in shares) 15,210,100 14,768,689 15,035,898 14,732,726
Effect of dilutive non-vested restricted shares and units (in shares) 262,709 517,238 387,657 494,047
Effect of issuable shares related to acquisitions (in shares) 25,027 15,618 25,138 15,680
Diluted weighted average shares outstanding (in shares) 15,497,836 15,301,545 15,448,693 15,242,453
v3.23.3
Business Acquisitions - Narrative (Details)
$ in Thousands
9 Months Ended 12 Months Ended
Apr. 06, 2023
USD ($)
Feb. 22, 2023
USD ($)
Sep. 30, 2023
USD ($)
acquisition
Oct. 01, 2022
USD ($)
Dec. 31, 2022
USD ($)
acquisition
Jan. 01, 2022
USD ($)
Business Acquisition [Line Items]            
Aggregate cash purchase price     $ 189,109 $ 5,020    
Earn-out of cash fair value     5,742   $ 15,335 $ 8,328
Axim            
Business Acquisition [Line Items]            
Aggregate purchase price   $ 139,562 139,562      
Payments to acquire businesses   119,736        
Consideration of common stock   13,500        
Axim | Uncollateralized Promissory Notes            
Business Acquisition [Line Items]            
Notes payable outstanding balance   $ 6,326        
Other            
Business Acquisition [Line Items]            
Aggregate purchase price     7,725      
Payments to acquire businesses     6,900      
Consideration of common stock     $ 500      
Number of businesses acquired | acquisition     4      
Potential earn-out in cash and stock     $ 340      
Earn-out of cash fair value     325      
Series of Individually Immaterial Business Acquisitions            
Business Acquisition [Line Items]            
Aggregate purchase price     222,658   14,220  
Payments to acquire businesses         5,882  
Consideration of common stock         $ 433  
Number of businesses acquired | acquisition         5  
Potential earn-out in cash and stock         $ 15,850  
Earn-out of cash fair value         6,299  
Series of Individually Immaterial Business Acquisitions | Uncollateralized Promissory Notes            
Business Acquisition [Line Items]            
Notes payable outstanding balance         $ 1,606  
VIS            
Business Acquisition [Line Items]            
Aggregate cash purchase price $ 75,371          
Aggregate purchase price     $ 75,371      
v3.23.3
Business Acquisitions - Summary of the Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Feb. 22, 2023
Sep. 30, 2023
Dec. 31, 2022
VIS      
Acquired Finite-Lived Intangible Assets [Line Items]      
Cash   $ 7,027  
Billed and unbilled receivables, net   5,042  
Right-of-use assets   2,162  
Property and equipment   118  
Prepaid expenses   1,505  
Other assets   0  
Total Assets   58,662  
Liabilities   (16,535)  
Deferred tax liabilities   (9,369)  
Net assets acquired   32,758  
Consideration paid (Cash, Notes and/or stock)   75,371  
Contingent earn-out liability (Cash and stock)   0  
Total Consideration   75,371  
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)   42,613  
VIS | Customer relationships      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   34,339  
VIS | Trade name      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   2,983  
VIS | Customer backlog      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   882  
VIS | Developed technology      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   4,578  
VIS | Non-compete      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   26  
Axim      
Acquired Finite-Lived Intangible Assets [Line Items]      
Cash   5,419  
Billed and unbilled receivables, net   13,937  
Right-of-use assets   1,643  
Property and equipment   2,870  
Prepaid expenses   1,543  
Other assets   156  
Total Assets   87,736  
Liabilities   (13,668)  
Deferred tax liabilities   (14,477)  
Net assets acquired   59,591  
Consideration paid (Cash, Notes and/or stock)   139,562  
Contingent earn-out liability (Cash and stock)   0  
Total Consideration $ 139,562 139,562  
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)   79,971  
Axim | Customer relationships      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   53,518  
Axim | Trade name      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   2,266  
Axim | Customer backlog      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   3,862  
Axim | Developed technology      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   1,942  
Axim | Non-compete      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   580  
Other      
Acquired Finite-Lived Intangible Assets [Line Items]      
Cash   1,316  
Billed and unbilled receivables, net   1,609  
Right-of-use assets   552  
Property and equipment   38  
Prepaid expenses   17  
Other assets   5  
Total Assets   6,623  
Liabilities   (2,297)  
Deferred tax liabilities   (506)  
Net assets acquired   3,820  
Consideration paid (Cash, Notes and/or stock)   7,400  
Contingent earn-out liability (Cash and stock)   325  
Total Consideration   7,725  
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)   3,905  
Other | Customer relationships      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   2,146  
Other | Trade name      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   160  
Other | Customer backlog      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   583  
Other | Developed technology      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   0  
Other | Non-compete      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   197  
Series of Individually Immaterial Business Acquisitions      
Acquired Finite-Lived Intangible Assets [Line Items]      
Cash   13,762 $ 0
Billed and unbilled receivables, net   20,588 1,794
Right-of-use assets   4,357 632
Property and equipment   3,026 1,510
Prepaid expenses   3,065 0
Other assets   161 0
Total Assets   153,021 8,567
Liabilities   (32,500) (5,623)
Deferred tax liabilities   (24,352) 0
Net assets acquired   96,169 2,944
Consideration paid (Cash, Notes and/or stock)   222,333 7,921
Contingent earn-out liability (Cash and stock)   325 6,299
Total Consideration   222,658 14,220
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)   126,489 11,276
Series of Individually Immaterial Business Acquisitions | Customer relationships      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   90,003 3,606
Series of Individually Immaterial Business Acquisitions | Trade name      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   5,409 268
Series of Individually Immaterial Business Acquisitions | Customer backlog      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   5,327 459
Series of Individually Immaterial Business Acquisitions | Developed technology      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   6,520 0
Series of Individually Immaterial Business Acquisitions | Non-compete      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets:   $ 803 $ 298
v3.23.3
Business Acquisitions - Results of Operations From any Business Acquired (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]    
Gross revenues $ 32,970 $ 69,901
Income before income taxes $ 5,739 $ 11,481
v3.23.3
Business Acquisitions - Pro Forma Consolidated Results of Operations (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Oct. 01, 2022
Sep. 30, 2023
Oct. 01, 2022
Business Combination and Asset Acquisition [Abstract]        
Gross revenues $ 239,634 $ 236,507 $ 671,471 $ 690,657
Net income $ 13,267 $ 16,763 $ 33,535 $ 40,926
Basic earnings per share (in dollars per share) $ 0.87 $ 1.13 $ 2.23 $ 2.75
Diluted earnings per share (in dollars per share) $ 0.86 $ 1.09 $ 2.17 $ 2.66
v3.23.3
Billed and Unbilled Receivables (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Receivables [Abstract]    
Billed receivables $ 170,466 $ 149,082
Less: allowance for doubtful accounts (3,607) (3,445)
Billed receivables, net 166,859 145,637
Unbilled receivables 124,321 95,104
Less: allowance for doubtful accounts (2,272) (2,242)
Unbilled receivables, net $ 122,049 $ 92,862
v3.23.3
Property and Equipment, net (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Total $ 101,112 $ 85,768
Less: accumulated depreciation (51,182) (44,128)
Property and equipment, net 49,930 41,640
Office furniture and equipment    
Property, Plant and Equipment [Line Items]    
Total 3,451 3,421
Computer equipment    
Property, Plant and Equipment [Line Items]    
Total 30,609 25,816
Survey and field equipment    
Property, Plant and Equipment [Line Items]    
Total 60,199 49,985
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total $ 6,853 $ 6,546
v3.23.3
Property and Equipment, net - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Oct. 01, 2022
Sep. 30, 2023
Oct. 01, 2022
Property, Plant and Equipment [Line Items]        
Depreciation expense $ 3,703 $ 2,988 $ 10,574 $ 8,727
Other Direct Costs        
Property, Plant and Equipment [Line Items]        
Depreciation expense $ 1,453 $ 1,262 $ 4,072 $ 3,718
v3.23.3
Goodwill and Intangible Assets - Schedule of Goodwill (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2023
USD ($)
Goodwill [Roll Forward]  
Beginning balance $ 400,957
2023 Acquisitions 126,489
Adjustments 3
Foreign Currency Translation of non-USD functional currency goodwill (419)
Ending balance 527,030
INF  
Goodwill [Roll Forward]  
Beginning balance 90,932
2023 Acquisitions 726
Adjustments 0
Foreign Currency Translation of non-USD functional currency goodwill 0
Ending balance 91,658
BTS  
Goodwill [Roll Forward]  
Beginning balance 111,838
2023 Acquisitions 3,179
Adjustments 13
Foreign Currency Translation of non-USD functional currency goodwill (46)
Ending balance 114,984
GEO  
Goodwill [Roll Forward]  
Beginning balance 198,187
2023 Acquisitions 122,584
Adjustments (10)
Foreign Currency Translation of non-USD functional currency goodwill (373)
Ending balance $ 320,388
v3.23.3
Goodwill and Intangible Assets - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Oct. 01, 2022
Sep. 30, 2023
Oct. 01, 2022
Finite-Lived Intangible Assets [Line Items]        
Goodwill $ 1,225   $ 1,225  
Amortization expense $ 11,590 $ 8,045 $ 31,924 $ 24,364
Customer relationships        
Finite-Lived Intangible Assets [Line Items]        
Intangible assets, useful life (in years)     12 years 4 months 24 days  
Trade name        
Finite-Lived Intangible Assets [Line Items]        
Intangible assets, useful life (in years)     3 years 7 months 6 days  
Customer backlog        
Finite-Lived Intangible Assets [Line Items]        
Intangible assets, useful life (in years)     1 year 3 months 18 days  
Non-compete        
Finite-Lived Intangible Assets [Line Items]        
Intangible assets, useful life (in years)     3 years 7 months 6 days  
Developed technology        
Finite-Lived Intangible Assets [Line Items]        
Intangible assets, useful life (in years)     6 years 6 months  
v3.23.3
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Finite-lived intangible assets:    
Gross Carrying Amount $ 424,429 $ 316,354
Accumulated Amortization (187,996) (155,923)
Net Amount 236,433 160,431
Customer relationships    
Finite-lived intangible assets:    
Gross Carrying Amount 312,996 222,998
Accumulated Amortization (108,368) (87,054)
Net Amount $ 204,628 135,944
Customer relationships | Minimum    
Finite-lived intangible assets:    
Useful life (in years) 1 year  
Customer relationships | Maximum    
Finite-lived intangible assets:    
Useful life (in years) 17 years  
Trade name    
Finite-lived intangible assets:    
Gross Carrying Amount $ 22,292 16,883
Accumulated Amortization (17,665) (15,933)
Net Amount $ 4,627 950
Trade name | Minimum    
Finite-lived intangible assets:    
Useful life (in years) 1 year  
Trade name | Maximum    
Finite-lived intangible assets:    
Useful life (in years) 5 years  
Customer backlog    
Finite-lived intangible assets:    
Gross Carrying Amount $ 34,745 29,419
Accumulated Amortization (31,206) (27,333)
Net Amount $ 3,539 2,086
Customer backlog | Minimum    
Finite-lived intangible assets:    
Useful life (in years) 1 year  
Customer backlog | Maximum    
Finite-lived intangible assets:    
Useful life (in years) 10 years  
Non-compete    
Finite-lived intangible assets:    
Gross Carrying Amount $ 14,932 14,110
Accumulated Amortization (12,341) (11,298)
Net Amount $ 2,591 2,812
Non-compete | Minimum    
Finite-lived intangible assets:    
Useful life (in years) 2 years  
Non-compete | Maximum    
Finite-lived intangible assets:    
Useful life (in years) 5 years  
Developed technology    
Finite-lived intangible assets:    
Gross Carrying Amount $ 39,464 32,944
Accumulated Amortization (18,416) (14,305)
Net Amount $ 21,048 $ 18,639
Developed technology | Minimum    
Finite-lived intangible assets:    
Useful life (in years) 5 years  
Developed technology | Maximum    
Finite-lived intangible assets:    
Useful life (in years) 10 years  
v3.23.3
Accrued Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Current portion of lease liability $ 14,436 $ 13,081
Accrued vacation 13,392 12,467
Payroll and related taxes 15,183 6,616
Benefits 6,660 5,160
Accrued operating expenses 8,004 4,540
Other 6,863 2,449
Total $ 64,538 $ 44,313
v3.23.3
Notes Payable and Other Obligations - Summary of Notes Payable and Other Obligations (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Finance leases $ 3,347 $ 3,465
Debt issuance costs, net of amortization (2,100) (2,672)
Total notes payable and other obligations 228,631 54,849
Current portion of notes payable and other obligations 12,989 15,176
Notes payable and other obligations, less current portion 215,642 39,673
Senior credit facility    
Debt Instrument [Line Items]    
Long-term debt, gross 206,750 33,750
Uncollateralized promissory notes    
Debt Instrument [Line Items]    
Long-term debt, gross 19,629 18,492
Other obligations    
Debt Instrument [Line Items]    
Long-term debt, gross $ 1,005 $ 1,814
v3.23.3
Notes Payable and Other Obligations - Narrative (Details)
3 Months Ended 9 Months Ended
Aug. 13, 2021
USD ($)
Sep. 30, 2023
USD ($)
Oct. 01, 2022
USD ($)
Sep. 30, 2023
USD ($)
Oct. 01, 2022
USD ($)
Dec. 31, 2022
USD ($)
Dec. 07, 2016
USD ($)
Debt Instrument [Line Items]              
Debt covenant, liquidity availability   $ 30,000,000   $ 30,000,000      
Amortization of debt issuance costs       573,000 $ 556,000    
Other obligations   $ 20,634,000   $ 20,634,000   $ 20,306,000  
Weighted average interest rate (as a percent)   3.00%   3.00%      
Senior Credit Facility              
Debt Instrument [Line Items]              
Long-term debt, gross   $ 206,750,000   $ 206,750,000   33,750,000  
Second A&R Credit Agreement              
Debt Instrument [Line Items]              
Minimum fixed charge coverage ratio   3.25   3.25      
AR Credit Agreement              
Debt Instrument [Line Items]              
Debt issuance costs   $ 3,702,000   $ 3,702,000      
Amortization of debt issuance costs   208,000 $ 185,000 573,000 $ 556,000    
Line of Credit | Senior Credit Facility              
Debt Instrument [Line Items]              
Maximum borrowing capacity             $ 150,000,000
Revolving Credit Facility | Senior Credit Facility              
Debt Instrument [Line Items]              
Maximum borrowing capacity             $ 215,000,000
Long-term debt, gross   $ 206,750,000   $ 206,750,000   $ 33,750,000  
Revolving Credit Facility | Second A&R Credit Agreement              
Debt Instrument [Line Items]              
Maximum borrowing capacity $ 400,000,000            
Aggregate credit agreement 138,750,000            
Available increase in borrowing capacity $ 200,000,000            
Interest rate during period (as a percent)       6.70%      
Covenant, net leverage ratio   4.00   4.00      
Minimum fixed charge coverage ratio   1.10   1.10      
v3.23.3
Contingent Consideration (Details) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Commitments and Contingencies Disclosure [Roll Forward]    
Contingent consideration, beginning of the year $ 15,335 $ 8,328
Additions for acquisitions 325 6,299
Reduction of liability for payments made (2,400) (2,264)
(Decrease) increase of liability related to re-measurement of fair value (7,518) 2,972
Total contingent consideration, end of the period 5,742 15,335
Current portion of contingent consideration 3,845 10,854
Contingent consideration, less current portion $ 1,897 $ 4,481
v3.23.3
Stock-Based Compensation - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Oct. 01, 2022
Sep. 30, 2023
Oct. 01, 2022
Restricted Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Deferred compensation $ 5,777 $ 5,634 $ 16,504 $ 15,249
Weighted average vesting period (in years) 41,103   $ 41,103  
Cost not yet recognized, term (in years)     1 year 8 months 1 day  
Fair value of restricted shares vested     $ 29,235 14,624
Liability Based Awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Deferred compensation 318 $ 283 1,473 $ 937
Total estimated fair value $ 5,314   $ 5,314  
Equity Plan 2011        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Number of shares authorized (in shares) 2,148,768   2,148,768  
Equity Plan 2011 | Minimum | Restricted Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting period (n years)     2 years  
Equity Plan 2011 | Maximum | Restricted Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting period (n years)     4 years  
v3.23.3
Stock-Based Compensation - Restricted Stock Awards (Details) - Restricted Stock
9 Months Ended
Sep. 30, 2023
$ / shares
shares
Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units  
Beginning (in shares) | shares 713,793
Granted (in shares) | shares 278,825
Vested (in shares) | shares (279,891)
Forfeited (in shares) | shares (27,275)
Ending (in shares) | shares 685,452
Weighted Average Grant Date Fair Value  
Beginning (in dollars per share) | $ / shares $ 81.25
Granted (in dollars per share) | $ / shares 106.70
Vested (in dollars per share) | $ / shares 48.41
Forfeited (in dollars per share) | $ / shares 92.34
Ending (in dollars per share) | $ / shares $ 104.54
v3.23.3
Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Oct. 01, 2022
Sep. 30, 2023
Oct. 01, 2022
Dec. 31, 2022
Income Tax Disclosure [Abstract]          
Deferred income tax liabilities, net $ 5,797   $ 5,797   $ 6,893
Effective income tax rate (as a percent) 19.00% 7.30% 2.00% 17.20%  
v3.23.3
Reportable Segments - Narrative (Details)
9 Months Ended
Sep. 30, 2023
segment
Segment Reporting [Abstract]  
Number of reportable segments 3
Number of operating segments 3
v3.23.3
Reportable Segments - Summarized Financial Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Oct. 01, 2022
Sep. 30, 2023
Oct. 01, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues $ 239,287 $ 204,075 $ 646,242 $ 596,960
Segment income before taxes 11,192 17,320 35,386 50,672
Amortization expense 11,590 8,045 31,924 24,364
INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 102,136 98,754 287,074 301,354
BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 57,235 58,579 164,113 180,364
GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 79,916 46,742 195,055 115,242
Operating Segments        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Segment income before taxes 42,091 40,451 114,183 117,482
Operating Segments | INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 102,136 98,754 287,074 301,354
Segment income before taxes 15,902 17,692 49,628 53,149
Operating Segments | BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 57,235 58,579 164,113 180,364
Segment income before taxes 10,226 10,171 26,757 35,606
Operating Segments | GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 79,916 46,742 195,055 115,242
Segment income before taxes 15,963 12,588 37,798 28,727
Corporate        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Segment income before taxes $ (30,899) $ (23,131) $ (78,797) $ (66,810)
v3.23.3
Reportable Segments - Revenue From Contracts With Customers by Geographic Location (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Oct. 01, 2022
Sep. 30, 2023
Oct. 01, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues $ 239,287 $ 204,075 $ 646,242 $ 596,960
INF        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 102,136 98,754 287,074 301,354
BTS        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 57,235 58,579 164,113 180,364
GEO        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 79,916 46,742 195,055 115,242
United States        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 224,858 193,998 611,184 571,581
United States | INF        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 102,136 98,754 287,074 301,354
United States | BTS        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 46,986 50,039 137,932 157,560
United States | GEO        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 75,736 45,205 186,178 112,667
Foreign        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 14,429 10,077 35,058 25,379
Foreign | INF        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 0 0 0 0
Foreign | BTS        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 10,249 8,540 26,181 22,804
Foreign | GEO        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues $ 4,180 $ 1,537 $ 8,877 $ 2,575
v3.23.3
Reportable Segments - Revenue by Customer Type (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Oct. 01, 2022
Sep. 30, 2023
Oct. 01, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues $ 239,287 $ 204,075 $ 646,242 $ 596,960
INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 102,136 98,754 287,074 301,354
BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 57,235 58,579 164,113 180,364
GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 79,916 46,742 195,055 115,242
Public and quasi-public sector        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 164,152 132,397 442,568 377,185
Public and quasi-public sector | INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 81,236 78,643 228,298 237,901
Public and quasi-public sector | BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 13,834 15,812 47,779 46,708
Public and quasi-public sector | GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 69,082 37,942 166,491 92,576
Private sector        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 75,135 71,678 203,674 219,775
Private sector | INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 20,900 20,111 58,776 63,453
Private sector | BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 43,401 42,767 116,334 133,656
Private sector | GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues $ 10,834 $ 8,800 $ 28,564 $ 22,666
v3.23.3
Reportable Segments - Revenue by Contract Type (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Oct. 01, 2022
Sep. 30, 2023
Oct. 01, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues $ 239,287 $ 204,075 $ 646,242 $ 596,960
INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 102,136 98,754 287,074 301,354
BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 57,235 58,579 164,113 180,364
GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 79,916 46,742 195,055 115,242
Cost-reimbursable contracts        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 216,568 189,572 586,405 530,673
Cost-reimbursable contracts | INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 98,651 94,199 275,693 288,525
Cost-reimbursable contracts | BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 40,666 48,702 119,960 127,194
Cost-reimbursable contracts | GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 77,251 46,671 190,752 114,954
Fixed-unit price contracts        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 22,719 14,503 59,837 66,287
Fixed-unit price contracts | INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 3,485 4,555 11,381 12,829
Fixed-unit price contracts | BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 16,569 9,877 44,153 53,170
Fixed-unit price contracts | GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues $ 2,665 $ 71 $ 4,303 $ 288
v3.23.3
Stockholders' Equity - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Beginning balance $ 741,148 $ 694,240
Other comprehensive income (loss) (421) (612)
Ending balance 759,917 759,917
Accumulated Other Comprehensive Income (Loss)    
Accumulated Other Comprehensive Income (Loss) [Line Items]    
Beginning balance   0
Ending balance $ (612) $ (612)

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