UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal yearended December 30, 2017

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 30, 2023

OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto


Commission File Number 001-35849

NV5 Global, Inc.
(Exact name of registrant as specified in its charter)

NV5 Global, Inc.

Delaware45-3458017

(Exact name of registrant as specified in its charter)

Delaware

45-3458017

(State or other jurisdiction of incorporation or

organization)

(I.R.S. Employer
Identification No.)

200 South Park Road,Suite 350,

Hollywood, Florida

Hollywood,

FL

33021

(Address of principal executive offices)

(Zip Code)

(954) 495-2112

Registrant’s telephone number, including

area code

Registrant's telephone number, including area code: (954) 495-2112
Securities Registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01$0.01 par value

NVEE

The NASDAQ CapitalStock Market

Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐       ☒ No ☒

☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ☒    No ☐


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ☐

☒

Accelerated filer  ☒

Non-accelerated filer  

☐


Non-accelerated filer

☐
Smaller reporting company☐

(Do not check if a 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐     No ☒

1

The aggregate market value of the voting and non-voting common equity held by non-affiliates based oncomputed by reference to the closing sales price of the registrant’s common stock, as reported on The NASDAQ Capital Market on June 30, 2017 (the last business day of the registrant’s most recently completed second fiscal quarter),quarter was approximately $339 million.$1.5 billion. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.

As of March 9, 2018,February 16, 2024, there were 10,841,12215,916,943 shares outstanding of the registrant’s common stock, $0.01 par value.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2024 definitive Proxy Statement for the registrant’s 2018 Annual Meeting of Stockholders are incorporated herein by reference ininto Part III of this Form 10-K to the extent stated herein.

10-K.
2

NV5 GLOBAL, INC.

FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

Page

PART I

6

18

32

ITEM 2

1C

PROPERTIES

33

LEGAL PROCEEDINGS

33

33

33

PART II

PART II

34

SELECTED FINANCIAL DATA

35

MANAGEMENT’S

36

37

52

46

53

47

85

77

85

77

85

79

ITEM 9C

80

PART III

86

81

86

81

86

81

86

81

86

81

PART IV

PART IV

87

82

3

Cautionary Statement about Forward Looking Statements

Our disclosure and analysis in this Annual Report on Form 10-K and in our 20172023 Annual Report to Stockholders, including all documents incorporated by reference, contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. From time to time, we also provide forward-looking statements in other materials we release to the public, as well as oral forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding our “expectations,” “hopes,” “beliefs,” “intentions,” or “strategies” regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “estimate,” “predict,” “project,” “may,” “might,” “should,” “would,” “will,” “likely,” “will likely result,” “continue,” “could,” “future,” “plan,” “possible,” “potential,” “target,” “forecast,” “goal,” “observe,” “seek,” “strategy”“strategy,” and other words and terms of similar meaning, but the absence of these words does not mean that a statement is not forward looking. The forward-looking statements in this Annual Report on Form 10-K reflect the Company’s current views with respect to future events and financial performance.

Forward-looking statements are not historical factors and should not be read as a guarantee or assurance of future performance or results, and will not necessarily be accurate indications of the times at, or by, or if such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made or management’s good faith beliefs, expectations, and assumptions as of that time with respect to future events. Because forward-looking statements relate to the future, they are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include:

●

our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;

●

changes in demand from the local and state government and private clients that we serve;

●

general economic conditions, nationally and globally, and their effect on the demand and market for our services;

●

fluctuations in our results of operations;

●

the government’s funding and budgetary approval process;

●

the possibility that our contracts may be terminated by our clients;

●

our ability to win new contracts and renew existing contracts;

●

our dependence on a limited number of clients;

●

our ability to complete projects timely, in accordance with our customers’ expectations, or profitability;

●

our ability to successfully execute our mergers and acquisitions strategy, including the integration of new companies into our business;

●

our ability to successfully manage our growth strategy;

●

our ability to raise capital in the future;

●

competitive pressures and trends in our industry and our ability to successfully compete with our competitors;

●

our ability to avoid losses under fixed-price contracts;

●

the credit and collection risks associated with our clients;

include, but are not limited to:
•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 Russia and the Ukraine or the war involving Israel and Hamas, 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, insurance rates, recessions, and changing government policies, laws, and regulations, including those relating to energy efficiency,
•the U.S. government and other governmental and quasi-governmental budgetary and funding approval process,
•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 that 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,

4

●

our ability to comply with procurement laws and regulations;

●

changes in laws, regulations, or policies;

●

the enactment of legislation that could limit the ability of local, state and federal agencies to contract for our privatized services;

●

our ability to complete our backlog of uncompleted projects as currently projected;

●

the risk of employee misconduct or our failure to comply with laws and regulations;

●

our ability to control, and operational issues pertaining to, business activities that we conduct with business partners and other third parties;

●

significant influence by our principal stockholder and the existence of certain anti-takeover measures in our governing documents; and

●

other factors identified throughout this Annual Report on Form 10-K, including those discussed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.”


•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 Annual Report on Form 10-K, including those discussed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.”
There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties, or assumptions, many of which are beyond our control, thatthat may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this Annual Report on Form 10-K will in fact transpire or prove to be accurate. Readers are cautioned to consider the specific risk factors described herein and in “ItemItem 1A. Risk Factors”Factors of this Annual Report on Form 10-K, and not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof.

The Company undertakes no obligation to update or publicly revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required under applicable securities laws. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this paragraph. You are advised, however, to consider any further disclosures we make on related subjects in our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and our other filings with the Securities and Exchange Commission (the “SEC”). Also note that we provide a cautionary discussion of risks and uncertainties relevant to our business under “Item 1A. Item 1A, Risk Factors”Factors, of this Form 10-K. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand it is not possible to predict or identify all such factors.

References in this Annual Report on Form 10-K to (i) “NV5 Global”,“NV5 Global,” the “Company,” “we,” “us,” and “our” refer to NV5 Global, Inc., a Delaware corporation, and its consolidated subsidiaries.


5

PART


PART I

ITEM 1.    BUSINESS

Overview

             We are

NV5 Global is aleading provider of professionaltechnology, conformity assessment, consulting solutions, and technical engineering and consulting services, offering solutionssoftware applications to public and private sector clients in the energy, transportation, water, government, hospitality, education, healthcare, commercialinfrastructure, utility services, construction, real estate, environmental, and residential markets. With offices located throughoutgeospatial markets, operating nationwide and abroad. The Company's clients include the United StatesU.S. Federal, state and abroad, we help clients plan, design, build, test, certify,local governments, and manage a wide variety of projects. Our combined capabilities allow us to deliver cost-effective solutions.

We providethe private sector. NV5 Global provides a wide range of services, including, but not limited to, construction quality assurance, surveying and mapping, design, consulting, program and construction management, permitting, planning, forensic engineering, litigation support, condition assessment and compliance certification. Our service capabilities are organized into five verticals: infrastructure, engineering, and support services; construction quality assurance; program management; energy services; and environmental services. As the needs of our clients have evolved and NV5 has grown, we organized into two operating and reportable segments:

to:
●

1.

Utility services

Infrastructure (INF), which includes our engineering, civil●

Commissioning
●LNG services●Building program management and construction
●Engineering●Environmental health & safety
●Civil program management●Real estate transaction services
●Surveying●Energy efficiency & clean energy services
●Construction quality assurance practices; and

●Mission critical services
●

2.

Code compliance consulting

Building, Technology●

3D geospatial data modeling
●Forensic services●Environmental & Sciences (BTS), which includes our energy, environmental, and building program management practices.

natural resources
●Litigation support●Robotic survey solutions
●Ecological studies●Geospatial data applications & software
●MEP & technology design

NV5 Global originally operated as "Nolte Associates, Inc." in California prior to its acquisition in 2010. The Company completed its initial public offering in March 2013 and has since expanded its scope and service offerings organically and through acquisitions. We are headquartered in Hollywood,, Florida, and operate our business from 89over 100 locations in the U.S. and four locations abroad. All of ourthe Company's offices utilize ourits shared services platform, which consists of human resources, marketing, finance, information technology, legal, corporate development, and other resources. The platform is scalable and optimizes the performance and efficiency of our business as we grow. Our centralized shared services platform allows us to better manage our business through the application of universal financial and operational controls and procedures and increased efficiencies, and drives lower-cost solutions.

Our primary clients include United States (“the U.S.”) federal, Federal, state, municipal, and local government agencies, and military and defense clients. We also serve quasi-public and private sector clients from the education, healthcare, energy,utility services, and public utilities, including schools, universities, hospitals, health care providers, and insurance providers, large utility service providers, and large to small energy producers.

providers.

During our 7074 years in the engineering and consulting business, we have worked and continue to work with suchmany clients and on such well-known projects asincluding (in alphabetical order):

●

Airports

Atlantic City Tunnel Connection, NJ

●

Port of Miami, Tunnel and Capital Improvement to Pier Wharfs, FL

Commercial

●

Balboa Naval Hospital, CA

●

Poseidon Desalination Plant, CA

●

Borgata Hotel and Casino, NJ

●

Madison Rail Station, NJ

●

Boston Logan Airport, MA

●

Manhattan Waterfront Greenway Improvement, NY

●

Bronx Zoo Astor Court Reconstruction, NY

●

MiamiChicago O’Hare International Airport, FL

IL		Cleveland Museum of Art, OH

Dallas Fort Worth International Airport, TX

Las Vegas City Hall, NV

●

Fort Lauderdale Hollywood International Airport, FL

Caldecott Tunnel, CA

●

Miramar Marine Corps Air Station, CA

Manhattan Waterfront Greenway Improvement, NY

JFK International Airport, NY

Massachusetts Division of Capital Asset Management, MA

● 

Los Angeles World Airports, CA

California Public Employees’ Retirement System,Rose Bowl Stadium, CA

●

Nassau Community College, NY

McCarran International Airport, NV

● 

Catwalk National Recreation Trail, NM

●

The National World War II Museum, LA

Miami International Airport, FL

Healthcare

●

Chicago O’HareOrlando International Airport, IL

FL

●

Palmyra Brownfield Development, NJ

Atrium Health, NC
San Diego International Airport, CA

Boston Children's Hospital, MA

●

Education and Public Institutions

Colorado Department of Transportation, CO

●

Peterson Air Force Base, CO


●

Cleveland Clinic, OH

●

Rose Bowl Stadium, CA

Colorado State UniversityTufts Medical Center, MA
6

●

Florida State University, FL

Dallas Fort Worth International Airport, TX

●

Stanford University, CA

●

Fort Lauderdale Hollywood International

Airport, FL

●

Sea Cliff, Shoreline Restoration, NY

●

Horseshoe Casino and Parking Garage, MD

●

University of Kansas Medical Center, KS

Harvard University, MA

Military

●

Michigan State University, MI

JFK International Airport, NY

●

University of Minnesota, MN

National Geospatial-Intelligence Agency

Princeton University, NJ

Peterson Air Force Base, CO

●

Rutgers University, NJ

Lake Shenandoah Wetlands Mitigation, NJ

U.S. Army Corp Engineers
Rice University, TX

●

U.S. Department of Defense
Stanford University, CA

U.S. Department of Veteran Affairs

University of San Diego, CA

Power and Utilities

University of Illinois, IL

Duke Energy, NC

●

University of Iowa, IA

Las Vegas City Hall, NV

●

Wynn Resort, NV

Florida Power and Light, FL
University of Maryland, MD

Minnesota Power, MN

●

University of Massachusetts, MA

McCarran International Airport, NV

●

Wynn Resort, China

National Grid
University of Miami, FLNew York Power Authority, NY

●

University of Minnesota, MN

Rice NextEra Energy, FL

University TX

of North Carolina, NC		PECO Energy Company
University of Texas, TXPiedmont Natural Gas, NC

Our current representative clients and project portfolio include (in alphabetical order):

●

University of Utah, UT

Portland General Electric, OR

University of Virginia, VAPotomac Electric Power Company
Wake Forest University, NCSabal Trail Transmission Company
Federal, State, Municipal and Local Government AgenciesSan Diego Gas & Electric, CA
Broward County, FL

●

Southern California Gas Company, CA

New YorkCalifornia Department of Transportation, NY

Resources		Spectra Energy, TX

City of Albuquerque, NM

Transportation

●

City of Austin, TX

California Department of Transportation, or Caltrans, CA

●

New York Power Authority, NY

City of Bakersfield, CA

●

California High Speed Rail, CA

City of Carlsbad, CA

●

Caldecott Tunnel
City of Colorado Springs, CO

Colorado Department of Transportation

City of Fresno, CACounty of Merced, CA
City of Miami, FLFlorida Department of Transportation
City of Oceanside, CAGeorgia Department of Transportation
City of Pasadena, CAIllinois Department of Transportation
City of Philadelphia, PAMacau Light Rail System
City of Phoenix, AZMassachusetts Port Authority 
City of Sacramento, CANew Jersey Department of Transportation, NJ
City of San Diego, CANew Jersey Turnpike Authority, NJ
Commonwealth of KentuckyNew Mexico Department of Transportation
County of San Diego, CANew York Department of Transportation, NY
Imperial County, CANorth Carolina Department of Transportation
Kentucky Commonwealth Office of TechnologyOregon Department of Transportation
Los Angeles Department of Public Works, CAPort Authority of New York and New Jersey NY/NJ

Miami-Dade County, FL

South Carolina Department of Transportation

●

Minnesota Department of Natural Resources

CityUtah Department of Austin, TX

●

Princeton University, NJ

Transportation, UT

Montana Department of Natural Resources and Conservation

Wisconsin Department of Transportation

●

National Aeronautics and Space Administration

City of Bakersfield, CA

●

Rutgers University, NJ

Water

National Oceanic and Atmospheric Administration

California Department of Water Resources

●

New York City Economic Development Corporation, NY

City of Carlsbad, CA

●

San Diego County, CA

Colorado Water Conservation Board

New York Department of Environmental Protection

●

City of Colorado Springs, CO

●

San Diego Gas & Electric, CA

●

City of Fresno, CA

●

San Diego International Airport, CA

●

City of Miami, FL

●

Santa Clara County Government, CA

●

City of Oceanside, CA

●

South Florida Water Management District, FL

●

City of Philadelphia, PA

●

Southern California Gas Company, CA

●

City of Sacramento, CA

●

Sabal Trail Transmission Company

●

Cleveland Museum of Art, OH

●

Spectra Energy, TX

●

City of Bakersfield, CA

●

TransCanada

●

Florida Power and Light, FL

●

University of California San Diego, CA

●

Harvard University

●

University of Illinois, IL


●

Imperial County, CA

●

University of Iowa, IA

●

Macau Light Rail System 

●

University of Maryland

●

Massachusetts Division of Capital Asset Management, MA

●

University of Massachusetts, MA

●

Massachusetts Port Authority

●

University of Miami, FL

●

Metropolitan Water District of Southern California, CA

7

●

University of Minnesota, MN

●

Miami-Dade County, FL

●

University of North Carolina, NC

●

Michigan State University, MI

●

University of Texas, TX

●

Minnesota Power, MN

●

University of Utah, UT

●

New Jersey Department of Transportation, NJ

●

U.S. Department of Defense (DOD)

●

New Jersey Turnpike Authority, NJ

●

U.S. Department of Veteran Affairs

●

New York City Economic Development Corporation, NY

●

U.S. Environmental Protection Agency

 ●

New York City Housing Authority, NY

●

National Oceanic and Atmospheric Administration (NOAA)
New York City Parks, NY

UtahPoseidon Desalination Plant, CA 

North Carolina Department of Transportation, UT

Information Technology		South Florida Water Management District, FL

North Central Texas Government

Southwest Florida Water Management District

●

Oregon Geospatial Enterprise Office

New York

Oregon LiDAR Consortium
San Diego County, CA
Santa Clara County Government, CA
U.S. Bureau of Land Management
U.S. Department of Energy
U.S. Department of Homeland Security
U.S. Environmental Protection NY

Agency

●

U.S. Geological Survey (USGS)

Wynn Resorts, NV

Washington Department of Natural Resources
Worcester Housing Authority

Our History

On December 8, 2015, NV5 Holdings, Inc., the holding company, changed its name to NV5 Global, Inc. Also on December 8, 2015, NV5 Global, Inc., a wholly-owned subsidiary of the holding company, changed its name to NV5 Holdings, Inc.

NV5 Holdings, Inc. (formerly known as NV5 Global, Inc. and Vertical V, Inc.) (“NV5 Holdings”) was incorporated as a Delaware corporation in 2009. NV5, Inc. (formerly known as Nolte Associates, Inc.) (“NV5”), which began operations in 1949, was incorporated as a California corporation in 1957, and was acquired by NV5 Holdings in 2010. In March 2010, NV5 Holdings acquired the construction quality assurance operations of Bureau Veritas North America, Inc. In October 2011, NV5 Holdings and NV5 completed a reorganization transaction in which NV5 Global, Inc. (formerly known as NV5 Holdings, Inc.) was incorporated as a Delaware corporation, acquired all of the outstanding shares of NV5 Holdings and NV5, and, as a result, became the holding company under which NV5, NV5 Holdings and the Company's other subsidiaries conduct business. In March 2013, NV5 Global completed its initial public offering. In 2014, NV5 Global acquired all the outstanding units in NV5, LLC, a North Carolina limited liability company (formerly known as AK Environmental, LLC) (“NV5, LLC”) which was originally incorporated as a New Jersey limited liability company in 2002 and reincorporated in North Carolina in 2013. In January 2015, NV5 Global acquired all the outstanding shares in Joslin Lesser Associates, Inc. (“JLA”) which was originally incorporated in Massachusetts in 1983. In April 2015, NV5 Global acquired all the outstanding shares of Richard J. Mendoza, Inc. (“Mendoza”) which was originally incorporated in California in 2001. In July 2015, NV5 Global acquired all the outstanding shares of The RBA Group, Inc., Engineers, Architects and Planners (“RBA”) which was originally incorporated in New Jersey in 1968. In February 2016, NV5 Global acquired all the outstanding shares of Sebesta, Inc. (“Sebesta”) which was originally incorporated in Minnesota in 1994. In May 2016, NV5 Global acquired all the outstanding shares of Dade Moeller & Associates, Inc., a North Carolina corporation ("Dade Moeller"). In October 2016, NV5 Global acquired all the outstanding shares of J.B.A. Consulting Engineers, Inc., a Nevada corporation (“JBA”). In November 2016, NV5 Global acquired all the outstanding shares of Hanna Engineering, Inc., a California corporation (“Hanna”). In December 2016, NV5 Global acquired all the outstanding shares of CivilSource, Inc., a California corporation (“CivilSource”). In April 2017, NV5 Global acquired all of the outstanding shares of Bock & Clark Corporation, an Ohio corporation (“B&C”). In May 2017, NV5 Global acquired all of the outstanding shares of Lochrane Engineering Incorporated, a Florida corporation (“Lochrane”). In May 2017, NV5 Global acquired all of the outstanding shares in Holdrege & Kull, Consulting Engineers and Geologists, a California corporation (“H&K”). In June 2017, NV5 Global acquired all of the outstanding shares in Richard D. Kimball Co., a Massachusetts corporation (“RDK”). In September 2017, NV5 Global acquired all of the outstanding shares in Marron and Associates, Inc., a New Mexico corporation (“Marron”). In December 2017, NV5 Global acquired certain assets of Skyscene, LLC, a California limited liability company (“Skyscene”).


In December 2016, NV5 Global entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”). Pursuant to the Credit Agreement, Bank of America agreed to be the sole administrative agent for a five-year $80 million Senior Secured Revolving Credit Facility (“Senior Credit Facility”) to the Company and, together with PNC Bank, National Association and Regions Bank as the other lenders under the Senior Credit Facility, has committed to lend to us all of the Senior Credit Facility, subject to certain terms and conditions. MLPFS has undertaken to act as sole lead arranger and sole book manager for the Senior Credit Facility. In addition, the Senior Credit Facility includes an accordion feature permitting us to request an increase in the Senior Credit Facility by an additional amount of up to $60 million. The proceeds of the Senior Credit Facility are intended to be used to finance permitted acquisitions, for capital expenditures, and for general corporate purposes.

Competitive Strengths

We believe we have the followingfollowing competitive strengths:

Organizational structure that enhances client service.We operate our business using a flat vertical structure organized by service offerings rather than a matrix structure organized by geography, which is common among our competitors. Our structure ensures that clients have access to the entire platform of services we offer and the most highly qualified professionals within those service verticals, regardless of the location of the project. Our most skilled engineers and professionals in each service sector work directly with the clients requesting those services, which facilitates relationship-based interactions between our key employees and our clients and promotes long-term client relationships. In addition, our vertical structure encourages entrepreneurialism among our professionals.

Expertise in local markets.To support our vertical service model, we maintain 89over 100 locations in the United States (“U.S.”) and four locations abroad, including offices in Macau, Shanghai, Hong Kong, and the UAE.abroad. Each of our offices is staffed with licensed or certified professionals who understand the local and regional markets in which they serve. Our local professionals are allowed to concentratefocus on client engagement within their local market while benefiting from the back-office support functions of our shared services platform.

Synergy among our service verticals. We create value for our clients and our shareholders by encouraging our professionals in differentacross service verticals to work together to pursue new work, new clients, and to expand the range of services we can provide our existing clients. Our commitment to cross-selling our services has minimizedminimizes our use of sub-consultants to meet our clients’ needs and helped tohelps maximize our organic growth.

Strong, long-term client relationships.By combining local market experience and providing our clients expert services in multiple verticals, we have developed strong relationships with our core clients. Some of our professionals have worked with key clients for decades, which includeincluding government transportation agencies, public utilities, and local or state municipalities. By serving as a long-term partner with our clients, we are able to gain a deeper understanding of their overall business needs as well as the unique technical requirements of their projects.

Experienced, talented, and motivated employees.We employ licensed and experienced professionals with a broad array of specialties and a strong customer service orientation. Our senior staff have an average of more than 20 years of operating and management experience in the engineering and consulting industry. We prioritize the attraction, motivation, and retention of top professionals to serve our clients. Our compensation system includes performance-based incentives, including opportunities for stock ownership.


8


Industry-recognized quality of service.We have developed a strong reputation for quality service based upon our industry-recognized depth of experience, ability to attract and retain quality professionals, expertise across multiple service sectors, and our commitment to strategic growth. During the past several years, we have received many industry awards and national rankings, including:

●

Advisory Board at Harvard Graduate School of Design for Sustainable Infrastructure - 2023, 2022, 2021

●Engineering News-Record Top 100 Pure Designers - #12 (2023), #14 (2022), #14 (2021)
●Building Design + Construction Magazine’s Top 50 State Government Building Engineering Firms - #9 (2023)●Engineering News-Record Top 150 Global Firms - #62 (2021)
●Building Design + Construction Magazine’s Top 65 Airport Terminal Engineering Firms - #12 (2023), #8 (2022)●Engineering News-Record Top 20 Design Firm by Sector: Power List - #13 (2023), #12 (2022), #13 (2021)
●Building Design + Construction Magazine’s Top 75 Engineering Firms - #7 (2023)●Engineering News-Record Top 20 Design Firm by Sector: Water List - #19 (2023), #17 (2022), #18 (2021)
●Building Design + Construction Magazine’s Top 75 Hospitality Facility Engineering Firms - #8 (2023)●Engineering News-Record Top 200 Environmental Firms - #62 (2023), #58 (2022), #72 (2021)
●Building Design + Construction Magazine’s Top 75 Retail Sector Engineering and Engineering Architecture Firms - #14 (2023)●Engineering News-Record Top 225 International Design Firms - 2023, 2022, 2021
●Building Design + Construction Magazine’s Top 80 K-12 School Engineering Firms - #8 (2023), #6 (2022)●Engineering News-Record Top 50 Designers in International Markets List - #44 (2023), #48 (2022), #50 (2021)
●Building Design + Construction Magazine’s Top 80 Local Government Building Engineering Firms - #14 (2023)●Engineering News-Record Top 500 Design Firms (#54 in 2017, #75 in 2016, #124 in 2015)

- #22 (2023), #24 (2022), #27 (2021)
●●Building Design + Construction Magazine’s Top 80 University Building Engineering Firms - #6 (2023)

●

Engineering News-Record Top 150 GlobalCalifornia Design Firms (#100 in 2017, #141 in 2016)

- #8 (2021)
●

Zweig Group 2017 Hot Firm ListBuilding Design + Construction Magazine’s Top 90 Office Building Engineering Firms - #1

#9 (2023)		●

Fortune Magazine’s 2017Environmental Analyst Top 100 Fastest GrowingEnvironmental & Sustainability Consultancy Firms List - #13

#15 (2021)
●

Environmental Business Journal Gold Achievement Award in Business Achievement (2017, 2016)

Building Design + Construction Magazine's Top 40 Engineering/Architecture Firm - #8 (2021)		●

Environmental Business Journal Achievement Award in Mergers & Acquisitions (2017, 2016, 2015, 2014, 2013)

Technical Achievement - 2021
●

Building Design + Construction Magazine’s 2017Consulting-Specifying Engineer Magazine Commissioning Giants 300 ReportList - #12 Engineering/ Architecture Firm

#17 (2023), #19 (2022), #19 (2021)		●

Building Design + Construction Magazine’s 2017Environmental Business Journal's Top 30 Hotel600 Environmental Consulting & Engineering Firms - #1

#46 (2021)
●

American Society of Civil Engineers (ASCE) San Diego 2017 Outstanding Civil Engineering Project Award –Mid-Coast Corridor Pipeline Project

Consulting-Specifying Engineer Magazine MEP Giants List - #10 (2023), #18 (2022), #18 (2021)		●

American Public Works Association (APWA) San Diego 2017 Project of the Year Award – Mid-Coast Corridor Pipeline Project

●

American Council of EngineeringForbes America's Best Small Companies New Jersey (ACENJ) 2017 Honor Award for the Replacement of Barnegat Bridge project

●

ENR New England’s 2017 Best Projects – Best Project Interiors/ Tenant Improvement Award for the Newmark Grubb Knight Frank relocation project

- (2022)

Growth Strategies

We intend to pursue the following growth strategies as we seek to expand our market share and position ourselves as a preferred, single-source provider of professional, engineering and technical consulting services to our clients:

services:

Seek strategic acquisitions to enhance or expand our services offerings. We seek acquisitions that allow us to expand or enhance our capabilities in our existing service offerings, or to supplement our existing service offerings with new, closely related service offerings.offerings, and expand the geographic footprint of our operations. In the analysis of new acquisitions, we pursue opportunities that provide the critical mass necessary to function as a profitable operation, that complement our existing operations, and that have a strong potential for organic growth. We believe that expanding our business through strategic acquisitions will give us economies of scale in the areas of finance, human resources, marketing, administration, information technology, and legal, while also providing cross-selling opportunities among our service offerings. For information on our recent acquisitions, please refer to the “Recent Acquisitions” section included under Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report on Form 10-K.

9

Continue to focus on public sector clients while building private sector client capabilities.We have historically derived the majority of our revenue from public and quasi-public sector clients. For the fiscal years 2017, 2016,2023, 2022, and 2015,2021, approximately 68%, 81%64%, and 60%65%, respectively, of our gross revenues waswere attributable to public and quasi-public sector clients. During unsteady economic periods, we have focused on public sector business opportunities resulting from public agency outsourcing. We are also positioned to address the challenges presented by the nation’s aging infrastructure system of the U.S. and the need to provide solutions for transportation, energy, water, and wastewater requirements. However, we also seek to obtain additional clients in the private sector, which typically experiences greater growth during times of economic expansion, bythrough networking, participating in certainprofessional organizations, and monitoring private project databases.direct sales. We will continue to pursue private sector clients when such opportunities present themselves. We believe our ability to service the needs of both public and private sector clients gives us the flexibility to seek and obtain engagements regardless of the current economic conditions.


Strengthen and support our human capital. Our experienced employees and management team are our most valuable resources.resource. Attracting, training, and retaining key personnel has been and will remainare critical to our success. To achieve our human capital goals, we intend to remain focused on providing our personnel with entrepreneurial opportunities to expand our business within their areas of expertise. Our leaders, managers, and employees are provided an opportunity to participate in our equity incentive plan. We believe stock ownership promotes a performance-driven, long-term focus that aligns employees' interests with the interests of other NV5 shareholders. We will also continue to provide our personnel with personal and professional growth opportunities, including additionalthrough training, competitive benefits, and performance-based incentives such as opportunities for stock ownership, and other competitive benefits.

ownership.

Reportable Segments

The Company

Our operations are organized into twothe following three operating and reportable segments: (i)
Infrastructure (INF)("INF"), which includes our engineering, civil program management, utility services, and construction quality assurance practices; and (ii) practices.
Building, Technology & Sciences (BTS)("BTS"), which includes our environmental health sciences, clean energy environmental practicesconsulting, buildings and buildings program management, and MEP & technology design practices.

For additional information regarding

Geospatial Solutions ("GEO"), includes our reportable segments, see Note 16 - "Reportable Segments" of the "Notes to Consolidated Financial Statements" included in Item 8.

geospatial solution practices.

Description of Services

Infrastructure (INF)

Infrastructure, Engineering, and Support Services

We provide our clients with a broad array of services in the areaareas of infrastructure, engineering, and support services. We possess the professional and technical expertise necessary to design and manage clients’ infrastructure projects from start to finish. Thissupport. Our integrated approach provides our clients with consistency and accountability for the duration of their projectsthe project and allows us to create value by maximizing efficiencies of scale.

Our specialties within our infrastructure, engineering, and support service offeringservices include:

Site selection and planning. The site selection phase includes access assessment, parcel identification, easement descriptions, land use permitting, pipeline routing analysis, site constraints analysis, surveying and mapping, and regulatory compliance.

Design. The design phase includes architecture, engineering, planning, urban design, landscape architecture, road design, grading design, alignment design, laydown design, station pad design, storm drain design, storm water management, water supply engineering, site planning and profile drawings, and construction cost estimating.

Water resources. We assist our clients with a variety of projects related to water supply and distribution (such as designing water treatment plantshydrogeological investigations and pilot testing)groundwater development), water treatment (including designing and implementing water reclamation, recycling, and reuse projects), and wastewater engineering (including wastewater facility master planning and treatment, designing and implementing collection, treatment and disposal systems, and water quality investigations).

Transportation. We provide our clients with services related to street and roadway construction (including alignment studies, roadway inspections, and traffic control planning), the construction of highways, bridges and tunnels, and the development of rail and light rail systems.

10

Structural engineering. Our structural team provides design, inspection, rehabilitation, and seismic upgrade services that include structural analysis and design, plans, specifications and estimates, structural construction management, conceptual design studies, cost studies, seismic analysis, design and retrofit, structural evaluations, earthquake damage assessments, structural repair design, and regulatory agency permitting services. Examples of our projects include office and industrial facilities, major highway and railroad crossings, complex rail and light rail structures, and a wide range of water relatedwater-related facilities.

Land development. We assist our clients with many of the front-end challenges associated with private and public land development, including planning, public outreach, sustainability, flood control, drainage, and landscaping.

Surveying. We are equipped to provide our clients with a full suite of traditional surveying techniques as well as cutting edge technology services, including high-definition surveying services / 3D laser scanning.scanning, and unmanned aerial vehicle LiDAR mapping. Our services can be used to determine current site condition, provide real-time infrastructure measuring and mapping, preserve historic sites, aide in forensic and accident investigations, determine volume calculations, and conduct surveys for project progress.


Powerdeliverydelivery. Our power delivery services include both electrical power delivery (such as substation physicalengineering, overhead and structuralunderground electrical transmission, and distribution design, substation protection and controlsite civil engineering) and gas distribution and transmission services (such as pipeline design, transmission linepipeline integrity evaluations, and civil engineering, and communications and automatic design.regulator metering station design). These services facilitate the development of comprehensive plans and improvements that lead to lower operational costs and improved efficiency.

Buildingcode compliancecodecompliance. We offer a broad array of outsourcing services, including building code plan review, code enforcement, permitting and inspections, and the administration of public works projects and building departments.

departments.

Other services. Through our geographic information system services, we can provide clients with ancillary services that include infrastructure management, property management, asset inventory, landscape maintenance, web-based mapping services, land use analysis, terrain analysis and visualization, suitability and constraints analysis, hydrology analysis, biological, agricultural and cultural inventories, population and demographic analysis, shortest path analysis, street grid density, transportation accessibility analysis, watershed analysis, floodplain mapping, groundwater availability modeling, flood insurance study preparation, risk and HAZUS mitigation assessment and analysis, mapping, data tracking, and data hosting.

Construction Quality Assurance

We provide construction quality assurance services with respect to such diverse projects asincluding municipalities, departments of transportation, public and private buildings, major mixed-use projects, hospitals, senior living facilities, professional sports stadiums, military facilities, cultural and performing arts centers, airports, hotels, hospitals and health carecare facilities, fire stations, major public and private universities, and K-12 school districts. We offer these services on an “a la carte” or integrated start-to-finish basis that is intended to guide a client through each phase of a construction project. Our construction quality assurance services generally include geotechnical studies, site inspections, audits, and evaluations of materials and workmanship necessary to determine and document the quality of the constructed facility. Before a project commences, we offer our clients a variety of assessment services, including environmental, geotechnical, and structural suitability. We perform these pre-construction evaluations in order to help detect any potential problems with the proposed site that could prevent or complicate the successful completion of the project. In addition, we evaluate the onsite building conditions and recommend the best methods and materials for site preparation, excavation, and building foundations.

During development, we help our clients design a comprehensivecomprehensive construction plan, including a summary of planned construction activities, sequence, critical path elements, interrelationships, durations, and terminations. Construction planning services may also include developing procedures for project management, the change order process, and technical records handling methodology. We offer inspection services for each phase of a project, including excavation, foundations, structural framing, mechanical heating and air conditioning systems, electrical systems, underground utilities, and building water proofing systems. Where applicable, we employ additional methods to test materials and building quality. We maintain contact with our clients’ program managers and, as issues are detected or anticipated, help them identify the most appropriate, cost-effective solutions. We periodically provide construction progress inspections and assessment reports. When a project is complete, we prepare an evaluation report of the project and certify the inspections for the client. After construction, we offer periodic building inspection services to ensure that the building is maintained in accordance with applicable building codes and other local ordinances to maximize the life of the project. We also offer indoor environmental quality testing during this period.

11

Our specialty areas within our construction quality assurance service offeringservices include:

Construction materials testing and engineering services. We provide materials testing services related to concrete, steel, and other structural materials used in construction. We are equipped to provide these services in fabrication plants, in our laboratories, and at the project or construction site itself. Our field personnel work directly under the supervision of licensed engineers and maintain individual licenses and certifications in their respective areas of expertise. All of our in-house laboratories are inspected routinely by agencies including or similar to the Cement and Concrete Reference Laboratory (“CCRL”) of the National Institute of Standards and Measures. In addition, our laboratories participate in proficiency programs conducted by the CCRL and the American Association of State Highway & Transportation Officials.

Geotechnical engineering and consulting services. We provide a wide variety of geotechnical engineering and consulting services. These services allow our clients to determine whether sites are suitable for proposed projects and to design foundation plans that are compatible with project site and use conditions. We have experienced geotechnical engineers, geologists, and earth scientists who provide these services nationwide.


Forensic consulting. In the event of damage to a structure by natural or man-made causes, our professional staff is qualified to provide forensic consulting and analysis as well as expert witness services. We provide a wide variety of forensic consulting services, including studies related to water intrusion, building code compliance, environmental compliance, building envelope, water intrusion, and claims involving insurance.

CivilProgram Management

Civil program management.

Civil program management provides for transportation and water constructioninfrastructure projects, including our construction management.management activities. Our services consist of providing a wide variety of governmental outsourcing services and consulting services that assist organizations in theagencies with compliance withrelated to technical government regulations, technical and industry standards. We offer a broad array of technical outsourcing services, including staff augmentation and traffic studies. Our program management services are not performed on an at-risk services; theybasis; services are performed under a unit price fee arrangement, which is not outcome-based.

Program management also includes project administration, including bid and award assessment, monitoring services for active projects, scheduling assistance, drawing review, permit,permit, approval and review processing, contractor, designer and agency coordination, cost control management, progress payment management, change order administration, compliance inspections, constructability review, as needed, and evaluation of cost reduction methods.

The trend towards increased privatization of U.S. federal,Federal, state, and local governmental services presents an opportunity for our program management vertical. Faced with increased budgetary constraints and economic challenges, many governmentalgovernmental agencies now seek to outsource various services, including to runprofessional guidance for their building departments. For building departments specifically, we typically provide a turnkey solution in exchange for a percentage of the building permit fees collected or a minimum monthly retainer. The governmental agency retains any overage without any overhead costs associated with the fee charged. Outsourcing provides a positive source of revenue for us, while simultaneously increasing the efficiency and quality of service to the public. The governmental agency also gains flexible control of service levels without the challenges of government bureaucracy. Although we plan to grow our program management services organically through the numerous contacts and client relationships we have with U.S. federal,Federal, state and local governments, tribal nations, and educational institutions, we are also actively targeting acquisition opportunities that provide program management services.

Buildings, Technology & Sciences (BTS)

Buildings

Mechanical, Electrical, and Plumbing (MEP) Design.We design integrated facilities that reduce capital, energy, maintenance, and operations costs and use technologies to virtualize the building process and improve collaboration.

●

Mechanical – HVAC system design, air quality management, building automation and control, and sustainability consulting;

●

Electrical – code consulting, infrastructure design, standby power, building automation, intelligent lighting control, and solar power.

●

Plumbing – needs analysis, system design, construction administration, and evaluation for fresh, waste, and water system design; gas supply systems; drainage systems; and water conservation and recovery.

•Mechanical – HVAC system design, air quality management, building automation and control, and sustainability consulting
•Electrical – code consulting, infrastructure design, standby power, building automation, intelligent lighting control, and solar power
•Plumbing – needs analysis, system design, construction administration, and evaluation for fresh, waste, and water system design, gas supply systems, drainage systems, and water conservation and recovery
12

Commissioning. We provide our clients with a collaborative resource, ensuring that building owners and operators benefit from improved systems performance. Our proprietary Lifecycle Commissioning ® is a systematic, engineering-based process that optimizes building efficiency from initial project concept to decommissioning. In addition, we provide retro-commissioning on existing facilities not originally commissioned which can result in energy consumption savings from 5% to 20%.

savings.

Energy Performance,, Management, and Optimization. We assist building owners and operations in the reduction of both energy and operational costs. We help our clients to identify and implement energy performance strategies that improve operating efficiency and reduce greenhouse gas emissions, which entails load shaping and efficiency, fuel switching, aggregation, cogeneration, and other renewable energy alternatives. Our energy performance services include energy master planning, energy assessments, integrated management of energy supply and demand, renewable energy, smart grid systems, cogeneration, load response strategies and systems, energy modeling, and energy star.

We expect demand for these services to rise as a focus on energy efficiency services at our federal government and private sector clients has grown strong in recent years.

Climate Change and Reducing CO2 Emissions. We believe our business plays an important role in the drive to lower CO2 emissions. We are committed to reducing CO2 emissions by helping our clients achieve their goals for a sustainable and socially-responsible future by offering services that include certifying sustainable development, improving energy efficiency of buildings, supporting decarbonization, and designing clean, efficient buildings.
Building Program managementProgram Management. We provide services for vertical construction projects, including project controls and Building Information Modeling (BIM) services. The construction and program management phase includes plan review, bid and award assessment, monitoring services for active construction sites, scheduling assistance, drawing review, permit, approval and review processing, contractor, designer and agency coordination, cost control management, progress payment management, change order administration, compliance inspections, and evaluation of cost reduction methods.


We provide program management services, which primarilyprimarily consist of pre-construction and construction consulting services that assistsassist in ownersowners' representation. Our program management services are not at-risk services; they are performed under a unit price fee arrangement, which is not outcome-based.

Program

Program management also includes project administration, including bid and award assessment, monitoring services for active projects, scheduling assistance, drawing review, permit, approval and review processing, contractor, designer and agency coordination, cost control management, progress payment management, change order administration, compliance inspections, constructability review, as needed, and evaluation of cost reduction methods.

Audiovisual Technology

Acoustical Design Consulting. We provide sound and noise isolation, vibration mitigation, and acoustical optimization services in sophisticated entertainment and hospitality environments.

Audiovisual – Security and Surveillance – IT – Data Center. We provide needs assessments, infrastructure design, systems design, construction monitoring, and acceptance testing.

Sciences

Mission Critical
IT – Data Center. The demand for global connectivity is driving growth for data centers domestically and internationally. We provide specialized technical expertise to deliver dependable services to support the mission critical nature and high energy demands of data center infrastructure. Our services include systems and technology design, testing and commissioning, modeling and analytics, installation monitoring, and due diligence consulting.
Environmental Services
The environmental services we offer include occupational health, safety, and environmental consulting and testing.testing as well as environmental real estate transactional services. More specifically, our experts investigate and analyze environmental conditionsconditions both outside and inside a building, and recommend corrective measures and procedures needed to comply with work placeworkplace occupational health and safety programs. Our occupational health and safety services include workplace safety audits, ergonomics studies, emergency preparedness plans and response services, and workplace monitoring in regulated industries. We also specialize in the provision of radiation exposure and protection services, as well as nuclear safety and industrial hygiene analyses.

Additional We have actively expanded NV5's nationwide capabilities in recent years to support our clients'

13

environmental and sustainability initiatives, including sustainable infrastructure, clean energy, energy efficiency, environmental compliance, and water and natural resource management.
Environmental services also include hydrogeological modeling and environmental programs that assist our public agencies and private industry clients in complianceto comply with U.S. Federal, state, federal, and local requirements for groundwater resource assessments;assessments, water resource planning, monitoring and environmental management of wastewater facilities;facilities, solid waste landfill investigations;investigations, permitting and compliance;compliance, storm water pollution;pollution, environmental impact statement support;support, agricultural waste management and permitting;permitting, and wetland evaluations.

Geospatial Solutions
Our geospatial solutions include a full spectrum of geospatial data analytic capabilities that leverage leading-edge remote sensing technology and proprietary solutions. More specifically, our proprietary and analytic solutions include autonomous solutions, subscription software, automated enrichment, proprietary algorithms, and cloud-based data engagement. We provide remote sensing and data analytics to enable asset management, reliability and maintainability of assets, safety, and predictive modeling. Our geospatial services assist utilities in vegetation management of assets (i.e., overhead power transmission and distribution lines). This entails providing data used by utilities to monitor and control vegetation growth potential close to their assets for regulatory compliance requirements which enhance visibility and long-term stability. The trend towards use of remote sensing and analytics by utilities is rapidly replacing 'boots on the ground' inspection with more reliable and accurate monitoring.
Our geospatial mapping capabilities include topobathymetric nearshore analytics in analyzing nearshore underwater terrain (too shallow for sonar and not visible with topographic LiDAR) and deep-water sonar-based analytics. This service provides government agencies with data used in coastal management, offshore wind power, shoreline mapping, underwater habitat modeling, nautical charting, floodplain analysis, environmental ecology, and hydrological resource management. We believe that climate change, extreme weather incidents, and water conservation efforts combine to make the data and services we provide invaluable to agencies that utilize these data sets produced by our geospatial mapping services.
Strategic Acquisitions

We maintain a full-time merger and acquisitions (“M&A”) initiative with executive personnel specifically dedicated to the identification of acquisition targets, exploration of acquisition opportunities, negotiation of terms, and oversight of the acquisition and post-acquisition integration process. Since 1993, our M&A team has completed over 100 transactions in the engineering and consulting industry. Over the course of these transactions, ourOur M&A team has established extensive relationships throughout the industry and continues to maintain an established pipeline of potential acquisition opportunities.

We primarily seek acquisitions that allow us to expand or enhance our capabilities in our existing service offerings, or to supplement our existing service offerings with new, closely related service offerings.offerings, or expand our service area geographically. We pursue opportunities that provide the platform to function as a profitable stand-alone operation are geographically situated to complement our existing operations, and are profitable with strong potential for organic growth. Acquisition targets must have an experienced management team that is compatible with our culture and thoroughly committed to our strategic direction. We believe we add value to the operations of our acquisitions by providing superior corporate marketing and sales support, cash management, financial controls, information technology, risk management, and human resources support through a performance optimization process. Our performance optimization process, which was developed by our executives through their extensive experience acquiring and integrating companies, entails a review of both back office and operational functions in order to, among other things, identify how to improve (i) inefficienciesimprove:
•Inefficiencies related to the delivery of our services to customers, (ii) the performance
•Performance of a new acquisition through the integration of personnel into our organization, (iii) the risk
•Risk management of a new acquisition, (iv) the integration
•Integration of technology and shared services platforms, and (v) cross-selling
•Cross-selling opportunities to create synergies with inwithin our service offerings.


For more information on our recentrecent acquisitions, please refer to the “Recent Acquisitions” section included under “ItemItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” ofOperations and Note 6, Business Acquisitions, in the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K.

14

Key Clients and Projects

We currently serve over approximately 1,800 different11,200 clients. Our 10ten largest clients accounted for approximately 22%27% of our gross revenues during the year ended December 30, 2017. Furthermore, we did not have any clients representing2023. No individual client represented more than 10% of our gross revenues during 2017, 2016the years 2023, 2022, or 2015.2021. Although we serve a highly diverse client base, during 2017, 2016the years 2023, 2022, and 20152021 approximately 68%, 81%64%, and 60%65%, respectively, of our gross revenues waswere attributable to public and quasi-public sector clients. In this regard, public
Public sector clients include include:
•U.S. federal,Federal, state, and local government departments, agencies, systems, and authorities, including the U.S. Department of Defense, transportation
•Transportation agencies, educational
•Educational systems, and public
•Public housing authorities, while quasi-publicauthorities.
Quasi-public sector clients include utilityinclude:
•Utility service providers, energy
•Energy producers, and healthcare
•Healthcare providers.
Of our private sector clients, our largest clients are contractors,include institutions, large companies with offices, industrial facilities, plants, REITs, construction engineering firms, and institutional property owners.

Although we anticipateanticipate public and quasi-public sector clients will represent the majority of our revenues for the foreseeable future, we intend to continue expanding our service offerings to private sector clients. Historically, public and quasi-public sector clients have demonstrated greater resilience during periods of economic downturns, while private sector clients have offered higher gross profit margin opportunities during periods of economic expansion.

Marketing and Sales

We strive to position ourselves as a preferred,preferred, single-source provider of professional and technical consulting, and certification services to our clients. We obtain client engagements primarily through business development efforts, cross-selling our services to existing clients, and maintaining client relationships, as well as referrals from existing and former clients.

Our business development efforts emphasize lead generation, industry group networking, and corporate visibility. Most of our business development efforts are led by members of ourour engineering and other professional teams who are also responsible for managing projects. Our business development efforts are further supported by our shared services marketing group, which consists of a seasoned marketing team and marketing support personnel located at our corporate headquarters and operating units.

As our service offerings become more expansive,continue expanding, we anticipate increasing our cross-selling opportunities. Currently, we are often able to offer our construction quality assurance services to clients in conjunction with our infrastructure, engineering, and support services. Another significant area of cross-selling has been our ability to leverage our electrical and gas design services based in southern California, throughout our national geographic network of offices by introducing our services to new utility service organizations.

We have observed a trend in the engineering and consulting industry which has shifted client relationships away from project-specific engagements and toward long-term, multi-project relationships. This shift requires that service providers commit considerable resources toward maintaining client relationships, including dedicating both technical and marketing resources tailored to the specific client’s needs. We are committed to maintaining our client relationships by remaining responsive to our clients’ needs and continuing to offer a broad range of quality service offerings and value addedvalue-added solutions.

Employees

Environmental, Social, and Governance (ESG) Matters
We are committed to being a leader in environmental sustainability, social responsibility, and corporate governance. We embrace sustainability by striving to make a positive, lasting impact on society and the environment. Through our projects
15

and our operations, we have both an opportunity and a responsibility to protect, enhance, and restore the world's natural and social systems.
We are committed to addressing the effects of climate change as a key priority for our sustainability program by improving resilience and working to advance greenhouse gas emissions reduction targets. We combine our carbon reporting, sustainability, engineering, data solutions, and renewable energy service lines to best support our NetZero client needs and focused business growth. We also entered the high-growth sustainable energy planning and data center commissioning markets and expanded our subscription-based energy efficiency services.
Human Capital Resources
Our experienced employees and management team are our most valuable resources and we are committed to attracting, motivating, and retaining top professionals to service our clients. As of December 30, 2017,30, 2023, we had 2,0234,106 employees, including 1,6533,813 full-time employees, which includes 508 licensed engineers and other professionals. We have been able to locate and engage highly qualified employees as needed and do not expect our growth efforts to be constrained by a lack of qualified personnel.employees. We consider our employee relations to be good.


Backlog

AsOur success is directly related to the satisfaction, growth, and development of December 30, 2017,our employees. We strive to offer a work environment where employee unique characteristics and opinions are valued and one that provides our employees the opportunities to use and augment their professional skills. To achieve our human capital goals, we had approximately $295.9 millionintend to remain focused on providing our personnel with entrepreneurial opportunities to expand our business within their areas of gross revenue backlog expectedexpertise and continue to be recognized over the next 12 months, comparedprovide our personnel with personal and professional growth. In addition to gross revenue backlog of approximately $220.8 million as of December 31, 2016. Only the contracts for which funding has beensalaries, we also provide a 401(k)-retirement plan, healthcare and insurance benefits, health savings accounts, paid time off, and various services and tools to support our employees' health and wellness. Our leaders, managers, and employees are provided and work authorizations have been received are includedan opportunity to participate in our backlog.restricted stock plans. We cannot guaranteeemphasize a number of measures and objectives in managing our human capital assets, including, among others, employee safety and wellness, talent acquisition and retention, employee engagement, development, and training, diversity and inclusion, and compensation and pay equity.

We believe in supporting our employees’ health and well-being. Our goal is to assist employees in making informed decisions about their health by providing the tools and resources necessary to succeed in a healthier lifestyle. Our wellness program incorporates wellness activities, such as an annual physical, additional fitness activities, coaching and wellness challenges to support those lifestyle goals. The program is rewards-based and employees are offered specific incentives for participation.
Employee Engagement, Development, and Training. We provide all employees with the opportunity to share their opinions and feedback on our culture which helps enhance the employee experience, promote employee retention, drive change, and leverage the overall success of our organization. We provide all employees a wide range of professional development experiences, both formal and informal, at all stages in their careers.
Diversity and Inclusion and Ethical Business Practices. We are committed to fostering work environments that value and promote diversity and inclusion, including NV5's Diversity and Inclusion Program which focuses on initiatives to increase the revenue projecteddiversity of our workforce and promote an environment of trust where employees feel safe to express their opinions and perspectives without fear of repercussion. This commitment includes providing equal access to, and participation in, equal employment opportunities, programs, and services without regard to race, religion, color, national origin, disability, sex, sexual orientation, gender identity, stereotypes, or assumptions based thereon. We pride ourselves in the development and fair treatment of our backlog will be realizedglobal workforce, including generous healthcare and benefit programs for our employees, equal employment hiring practices and policies, anti-harassment, workforce safety, and anti-retaliation policies. We welcome and celebrate our teams’ differences, experiences, and beliefs, and we are investing in its entiretya more engaged, diverse, and inclusive workforce.
We foster a strong corporate culture that promotes high standards of ethics and compliance for our businesses, including policies that set forth principles to guide employee, officer, director, and vendor conduct, such as our Code of Business Conduct and Ethics. We maintain a whistleblower policy and anonymous hotline for the confidential reporting of any suspected policy violations or if realized, will result in profits. In addition, project cancellationsunethical business conduct on the part of our businesses, employees, officers, directors, or scope adjustments may occur, from timevendors and provide training and education to time,our global workforce with respect to contracts reflected in our backlog. For example, certain contracts with the U.S. federal governmentCode of Business Conduct and other clients are terminable at the discretion of the client, with or without cause. These types of backlog reductions could adversely affect our revenueEthics and margins. Accordingly, our backlog as of any particular date is an uncertain indicator of our future earnings.

Most of our government contracts are multi-year contracts for which funding is appropriated on an annual basis. With respect to such government contracts, our backlog includes only those amounts that have been fundedanti-corruption and authorized and does not reflect the full amounts we may receive over the term of such contracts. In the case of non-government contracts, our backlog includes future revenue at contract rates, excluding contract renewals or extensions that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, we include revenue from such contracts in backlog to the extent of the remaining estimated amount. We calculate backlog without regard to possible project reductions or expansions or potential cancellations until such changes or cancellations occur.

Backlog is expressed in terms of gross revenue and therefore may include estimated amounts of third-party or pass-through costs to subcontractors and other parties. Moreover, our backlog for the period beyond 12 months may be subject to variation from year-to-year as existing contracts are completed, delayed, or renewed or new contracts are awarded, delayed, or cancelled. As a result, we believe that year-to-year comparisons of the portion of backlog expected to be performed more than one year in the future are difficult to assess and not necessarily indicative of future revenues or profitability. Because backlog is not a defined accounting term, our computation of backlog may not necessarily be comparable to that of our industry peers.

anti-bribery policies.

Competition

The

The engineering and consulting industry is highly fragmented and characterized by many small-scale companies that focus their operations on regional markets or specialized niche activities. As a result, we compete with a large number of
16

regional, national, and global companies. The extent of our competition varies according to the particular markets and geographic area. The level and type of competition we face is also influenced by the nature and scope of a particular project.

Providers

Providers of engineering and consulting services primarily compete based on quality of service, relevant experience, staffing capabilities, reputation, geographic presence, stability, and price. Price differentiation remains an important element in competitive tendering and is the most significant factor in bidding for public sector consultancy contracts. The importance of the foregoing factors varies widely based upon the nature, location, and size of the project. We believe that certain economies of scale can be realized by service providers that establish a national reputation for providing engineering and consulting services in all five of theour six service verticals in which we do business.offerings. Since the demand for engineering and consulting services within each service offering is viewed as only moderately correlated with the demand for services within the other service offerings, we perceive that engineering and consulting firms can benefit considerably from diversified service offerings.

The number of competitors for any procurement can vary widely, depending upon technical qualifications, the relative value of the project, geographic location, financial terms, risks associated with the work, and any restrictions placed upon competition by the client. Our ability to compete successfully will depend upon the effectiveness of our marketing efforts, the strength of our client relationships, our ability to accurately estimate costs, the quality of the work we perform, our ability to hire and train qualified personnel, and our ability to obtain insurance.

We believe our principalprincipal publicly listed and private company competitors include the following firms (in alphabetical order): AECOM Technology Corporation (NYSE: ACM), AMEC plcFoster Wheeler (LSE: AMEC)JW), Bureau Veritas SA (PAR: BVI), Burns & McDonnell, Dewberry, the Hill International division of Global Infrastructure Solutions Inc. (NYSE: HIL), Intertek Group plc (LSE:ITRK), Jacobs Engineering GroupSolutions Inc. (NYSE: JEC)J), Kleinfelder & Associates, Professional Service Industries,Leidos Holdings, Inc. (NYSE: LDOS), POWER Engineers, Incorporated, Stantec Inc. (TSE:(TSX: STN), Terracon Consultants, Inc., Tetra Tech, Inc. (NASDAQ: TTEK), TRC Companies, Inc., Willdan Group, Inc. (NASDAQ: WLDN), and WS Atkins plc (LSE:ATK).

Woolpert Inc.
Seasonality

Seasonality

Due primarily to inclement weather conditions, which lead to project delays and slowed completion of contracts, and a number of holidays,Historically, our operating results in the months of November December, January, February andthrough March arehave generally weaker thanbeen weaker compared to our operating results in other months.months primarily due to adverse weather conditions and the holiday season. As a result, our gross revenues and net income for the first and fourth quarters of aour fiscal year may be lower thanwhen compared to our results for the second and third quarters of aour fiscal year.

Insurance and Risk Management

Management

We maintain insurance covering professional liability and claims involving bodily injury, property, and economic loss. We consider our present limits of coverage, deductibles, and reserves to be adequate. Whenever possible, we endeavor to eliminate or reduce the risk of loss on a project through the use ofusing quality assurance and control, risk management, workplace safety, and other similar methods.

Risk management is an integral part of our project management approach for fixed-pricelump-sum contracts and our project execution process. We have a risk management process group that reviews and oversees the risk profile of our operations. We also evaluate risk through internal risk analyses in which our management reviews higher-risk projects, contracts, or other business decisions that require corporate legal and risk management approval.

Regulation

We are regulated in a number of fields in which we operate. We contract with various U.S. governmental agencies and entities. When working with U.S. governmental agencies and entities, we must comply with laws and regulations relating to the formation, administration, and performance of contracts. These laws and regulations contain terms that, among other things:

●

require certification and disclosure of all costs or pricing data in connection with various contract negotiations;

●

impose procurement regulations that define allowable and unallowable costs and otherwise govern our right to reimbursement under various cost-based U.S. government contracts; and

●

restrict the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.

•require certification and disclosure of all costs or pricing data in connection with various contract negotiations,
•impose procurement regulations that define allowable and unallowable costs and otherwise govern our right to reimbursement under various cost-based U.S. government contracts, and
•restrict the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.
We are also subject to the requirements of the U.S. Occupational Safety and Health Act ("OSHA") and comparable state statutes that regulate the protection of the health and safety of workers.
17

Internationally, we are subject to various government laws and regulations (including the Foreign Corrupt Practices Act (“FCPA”) and similar non-U.S. laws and regulations), export laws and regulations (including International Traffic in Arms Regulations ("ITAR"), Export Administration Regulations ("EAR"), and trade sanctions against embargoed countries to the extent we export technical services, data, products, and equipment outside of the United States), local government regulations, procurement policies and practices, and varying currency, political, and economic risks.

To help ensure compliance with these laws and regulations, our employees are sometimes required to complete tailored ethics and other compliance training relevant to their position and our operations.

Available Information

Our

We use our website addresswww.nv5.com as a channel of distribution of information about NV5 Global, although information contained on our website is www.nv5.com. not part of, or incorporated into, this Annual Report on Form 10-K.Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are made available on our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our corporate governance documents, including our code of conduct and ethics, are also available on our website. In this Annual Report on Form 10-K, we incorporate by reference as identified herein certain information from parts of our proxy statement for our 20182024 Annual Meeting of Stockholders, which we will file with the SEC and will be available, free of charge, on our website. Reports of our executive officers, directors and any other persons required to file securities ownership reports under Section 16(a) of the Exchange Act are also available on our website. Information contained on our website is not part of, or incorporated into, this Annual Report on Form 10-K.

You may also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.  You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC also maintains an internet website located at www.sec.gov that contains the information we file or furnish electronically with the SEC.


ITEM 1A.RISK FACTORS.

We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materiallymaterially adversely affect our operations. The risks described below highlight some of the factors that have affected, and in the future could affect our operations and financial condition. Additional risks we do not yet know of or that we currently think are immaterial may also affect our business operations. If any of the events or circumstances described in the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected.

Summary Risk Factors
The following is a summary of some of the risks and uncertainties that could materially adversely affect our business, financial condition, and results of operations. You should read this summary together with the more detailed description of each risk factor contained below.
Risks Related to Our Operations
•The loss of key personnel or our inability to attract and retain qualified personnel could significantly disrupt our business.

•We depend on the continued services of Mr. Dickerson Wright, our Chairman and Chief Executive Officer.
•Demand from our state and local government and private clients is cyclical.
•Federal and state budgetary processes and constraints may have a material adverse impact on us.
•We derive a majority of our gross revenues from public and quasi-public governmental agencies.
•Public sector agencies may modify, curtail, or terminate our contracts at any time prior to their completion and, if we do not replace them, we may suffer a decline in revenue.
•We may fail to win or renew contracts with private and public sector clients which may adversely affect our business.
•If we fail to perform on a project, we may incur a loss on that project, which may reduce or eliminate our overall profitability.
•We depend on a limited number of clients for a significant portion of our business.
•Our industry is highly competitive and we may not be able to compete effectively with competitors.
•Losses under lump-sum contracts may adversely impact our business operations and financial results.
•We are subject to client credit risks.
18

•Public employee unions may seek to limit the ability of public agencies to contract with private firms such as us.
•Our use of the percentage-of-completion method of revenue recognition requires that we estimate costs to be incurred under long-term contracts. Incorrect estimates could result in a reduction or reversal of previously recorded revenue and profits.
•Our actual business and financial results could differ from estimates and assumptions used to prepare our financial statements.
•Our profitability could suffer if we are not able to maintain adequate utilization of our workforce.
•Failure of our sub-consultants to satisfy their obligations could adversely impact our business operations and financial results.
•Legal proceedings, investigations, and disputes could result in substantial monetary penalties and damages.
•Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure.
•Our failure to implement and comply with our safety program may adversely impact our financial results.
•Weather conditions and seasonal revenue fluctuations may adversely impact our financial results.
•We have only a limited ability to protect our intellectual property rights.
•We rely on third-party internal and outsourced software to run our critical information systems.
•U.S. and global economic uncertainties may adversely impact our operating results.
•Unanticipated catastrophic events may adversely impact our business operations.
•We are highly dependent on information technology - system failures and breaches could significantly affect us.
•Cybersecurity breaches of our systems and information technology could adversely impact our ability to operate.
Risks Related to Our Indebtedness
•Our indebtedness contains a number of restrictive covenants which could limit our flexibility.
•Our variable rate indebtedness subjects us to interest rate risk.
Risks Related to Our Acquisition Strategy
•We have made and expect to continue to make acquisitions that could disrupt our operations.
•If we are not able to integrate acquired businesses successfully, our business could be harmed.
•We may not be able to successfully manage our growth strategy.
Risks Related to Regulatory Compliance
•As a government contractor, we must comply with procurement laws and are subject to regular government audits.
•Misconduct or compliance failures may adversely impact our reputation as well as subject us to legal actions.
•Changes in laws, regulations, and programs, including those related to energy efficiency, could reduce the demand for our services, negatively impacting our revenue.
•We may be subject to liabilities under environmental laws, including un-indemnified liabilities assumed in acquisitions.
•Changes in tax laws could increase our tax rate and materially affect our results of operations.
•Our revenue and growth prospects may be harmed if we or our employees are unable to obtain government granted eligibility or other qualifications we and they need to perform services for our customers.
•If our reports and opinions are not in compliance with professional standards and technical engineeringother regulations, we could be subject to monetary damages and penalties.
•Our failure to comply with export laws and regulations may adversely impact our operations.
Risks Related to Our Common Stock
•Our Chairman and Chief Executive Officer owns a large percentage of our voting stock.
19

•Applicable legal protections we have adopted could discourage a takeover and adversely affect existing stockholders.
•Future issuances of our common stock pursuant to our equity incentive plan may have a dilutive effect on your investment.
•We currently do not pay dividends and do not intend to pay dividends on our shares of common stock in the foreseeable future.
Risks Related to Our Operations
The loss of key personnel or our inability to attract and retain qualified personnel could significantly disrupt our business.
As a provider of technology, conformity assessment, and consulting solutions, provider, our business is labor intensive and, therefore, our ability to attract, retain, and expand our senior management, sales personnel, and professional and technical staff is an important factor in determining our future success. The market for qualified scientists, engineers, and sales personnel is competitive and we may not be able to attract and retain such professionals. It may also be difficult to attract and retain qualified individuals in the timeframe demanded by our clients. Furthermore, some of our government contracts may require us to employ only individuals who have particular government security clearance levels. Our failure to attract and retain key individuals could impair our ability to provide services to our clients and conduct our business effectively. The loss of the services of any key personnel could adversely affect our business. We do not maintain key-man life insurance policies on any of our executive officers.

We depend on the continued services of Mr. Dickerson Wright, our Chairman and Chief Executive Officer.We cannot assure you that we willwill be able to retain the services of Mr. Wright.

We are dependent upon the efforts and services of Mr. Dickerson Wright, our Chairman and Chief Executive Officer, because of his knowledge, experience, skills, and relationships with major clients and other members of our management team. While we entered into anMr. Wright's amended and restated employment agreement with Mr. Wrightterminates in August 2017 providing for an initial five-year term,2024, and Mr. Wright may terminate the agreement upon sixty days’ notice to us. The loss of the services of Mr. Wright for any reason could have an adverse effect on our operations.

Demand from our state and local government and private clients is cyclical and vulnerable to economic downturns. If the economy weakens or client spending declines, further, then our revenue, profits, and financial conditionresults may deteriorate.

be impacted.

Demand for services from our state and local government and private clients is cyclical and vulnerable to economic downturns, which may result in clients delaying, curtailing, oror canceling proposed and existing projects. Our business traditionally lags the overall recovery in the economy. Therefore,economy and therefore, our business may not recover immediately when the economy improves. If the economy weakens or client spending declines further, then our revenue, profits, and overall financial condition may deteriorate.
Our state and local government clients may face budget deficits that prohibit them from funding new or existing projects. In addition, our existing and potential clients may either postpone entering into new contracts or request price concessions. Difficult financing and economic conditions may cause some of our clients to demand better pricing terms or delay payments for services we perform, thereby increasing the average number of days our receivables are outstanding and the potential of increased credit losses on uncollectible invoices. Further, these conditions may result in the inability of some of our clients to pay us for services that we have already performed. If we are not able to reduce our costs quickly enough to respond to the revenue decline from these clients, our operating results may be adversely affected. Accordingly, these factors affect our ability to forecast our future revenue and earnings from business areas that may be adversely impacted by market conditions.

Our operating results may be adversely impacted by worldwide economic uncertainties and specific conditions

A delay in the markets we address.

Overcompletion of the past several years,budget process of the general worldwide economy has experienced a downturn due, at various times, to the lackU.S. government could delay procurement of available credit, slower economic activity, concerns about inflationour services and deflation, increased energy costs, decreased consumer confidence, reduced corporate profits and capital spending, and adverse business conditions. These conditions make it extremely difficult for our clients and vendors to accurately forecast future business activities, which could cause businesses to slow spending on services. Such conditions have also made it very difficult for us to predict the short-term and long-term impacts on our business. We cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery worldwide or in our industry, and any such economic slowdown could have anyan adverse effect on our results of operations.

future revenue.

Our revenue, expenses, and operating results may fluctuate significantly.

Our revenue, expenses, and operating results may fluctuate significantly because of numerous factors, some of which may contribute to more pronounced fluctuations in an uncertain global economic environment. In additionWe provide services to the other risks described in this “Risk Factors” section,U.S. Federal government, if the following factors could cause our operating results to fluctuate:

●

delays, increased costs, or other unanticipated changes in contract performance that may affect profitability, particularly with contracts that are fixed-price or have funding limits;

●

seasonalityU.S. government does not complete its budget process before its fiscal year-end on September 30, government operations may be funded by means of the spending cycle of our public sector clients, notably the U.S. federal government, the spending patterns of our private sector clients, and weather conditions;

●

budget constraints experienced by our federal, state, and local government clients;

●

our ability to integrate any companies that we acquire;

●

the number and significance of client contracts commenced and completed during a quarter;

●

the continuing creditworthiness and solvency of clients;

●

reductions in the prices of services offered by our competitors; and

●

legislative and regulatory enforcement policy changes that may affect demand for our services.

As a consequence, operating results forcontinuing resolution. Under a particular future period are difficult to predict and, therefore, prior results are not necessarily indicative of results to be expected in future periods. Anycontinuing resolution, the government essentially authorizes agencies of the foregoing factors,U.S. government to continue to operate and fund programs at the prior year end but does not authorize new spending initiatives. When the U.S. government operates under a continuing resolution, or any other factors discussed elsewhere herein,should appropriations legislation not be enacted prior to the expiration of such continuing resolution resulting in a partial shut-down of federal government operations, government agencies may delay the procurement of services, which could reduce our future revenue.

20

California state budgetary constraints may have a material adverse effectimpact on us.
The state of California has historically been and is a key geographic region for our business. Approximately 26%, 28%, and 26% of our gross revenues during fiscal years 2023, 2022, and 2021, respectively, came from California-based projects. The timing and accessibility of budgetary funding, changes in state funding allocations to local agencies and municipalities, or other delays in purchasing for, or commencement of, projects may have a negative impact on our business, results of operationsgross revenues and financial condition that could adversely affect our stock price.

Wenet income.

We derive a majority of our gross revenues from governmentpublic and quasi-public governmental agencies, and any disruption in government funding or in our relationship with those agencies could adversely affect our business.

During 2017, fiscal 2023, approximately 68% of our gross revenues waswere attributable to public and quasi-public sector clients. A significant amount of our revenues are derived under multi-year contracts, many of which are appropriated on an annual basis. As a result, at the beginning of a project, the related contract may be only partially funded, and additional funding is normally committed only as appropriations are made in each subsequent year. These appropriations, and the timing of payment of appropriated amounts, may be influenced by numerous factors as noted below. Our backlog includes only the projects that have had funding appropriated.

The demand for our government-related services is generally driven by the level of government program funding. Accordingly, the success and further development of our business depends, in largelarge part, upon the continued funding of these government programs and upon our ability to obtain contracts and perform well under these programs. There are several factors that could materially affect our government contracting business, including the following:

●

changes in and delays or cancellations of government programs, requirements, or appropriations;

●

budget constraints or policy changes resulting in delay or curtailment of expenditures related to the services we provide;

●

re-competes of government contracts;

●

the timing and amount of tax revenue received by federal, state, and local governments, and the overall level of government expenditures;

●

curtailment in the use of government contracting firms;

●

delays associated with insufficient numbers of government staff to oversee contracts;

•changes in and delays or cancellations of government programs, requirements, or appropriations,

•budget constraints or policy changes resulting in delay or curtailment of expenditures related to the services we provide,
•re-competes of government contracts,

●

the increasing preference by government agencies for contracting with small and disadvantaged businesses, including the imposition of set percentages of prime and subcontracts to be awarded to such businesses for which we would not qualify;

●

competing political priorities and changes in the political climate with regard to the funding or operation of the services we provide;

●

the adoption of new laws or regulations affecting our contracting relationships with the federal, state, or local governments;

●

a dispute with, or improper activity by, any of our subcontractors; and

●

general economic or political conditions.

•the timing and amount of tax revenue received by federal, state, and local governments, and the overall level of government expenditures,
•curtailment in the use of government contracting firms,
•delays associated with insufficient numbers of government staff to oversee contracts,
•the increasing preference by government agencies for contracting with small and disadvantaged businesses, including the imposition of set percentages of prime and subcontracts to be awarded to such businesses for which we would not qualify,
•competing political priorities and changes in the political climate with regard to the funding or operation of the services we provide,
•the adoption of new laws or regulations affecting our contracting relationships with the federal, state, or local governments,
•a dispute with, or improper activity by, any of our subcontractors, and
•general economic or political conditions.
These and other factors could cause government agencies to delay or cancel programs, to reduce their orders under existing contracts, to exercise their rights to terminate contracts, or not to exercise contract options for renewals or extensions. Any of these actions could have a material adverse effect on our revenue or timing of contract payments from these agencies.

Each year, client funding for some of our government contracts may rely on government appropriations or public-supported financing. If adequate public funding is delayed or is not available, then our profits and revenue could decline.

Each year, client funding for some of our government contracts may directly or indirectly rely on government appropriations or public-supported financing. It is possible that such appropriated funding will never be allocated to projects that represent opportunities for us to the extent that we anticipate, if at all. Legislatures may appropriate funds for a given project on a year-by-year basis, even though the project may take more than one year to perform. In addition, public-supported financing such as state and local municipal bonds may be only partially raised to support existing projects.

Public funds and the timing of payment of these funds may be influenced by, among other things, the state of the economy, competing political priorities, curtailments in the use of government contracting firms, increases in raw material costs, delays associated with insufficient numbers of government staff to oversee contracts, budget constraints, the timing and amount of tax receipts, and the overall level of government expenditures. If adequate public funding is not available or is delayed, then our profits and revenue could decline.

A delay in the completion of the budget process of the U.S. government could delay procurement of our services and have an adverse effect on our future revenue.

When the U.S. government does not complete its budget process before its fiscal year-end on September 30 in any year, government operations are typically funded by means of a continuing resolution. Under a continuing resolution, the government essentially authorizes agencies of the U.S. government to continue to operate and fund programs at the prior year end but does not authorize new spending initiatives. When the U.S. government operates under a continuing resolution, government agencies may delay the procurement of services, which could reduce our future revenue.

California state budgetary constraints may have a material adverse impact on us.

The state of California has in the past experienced, and may experience in the future, budget shortfalls and other related budgetary issues and constraints. The state of California has historically been and is considered to be a key geographic region for our business, as approximately 32%, 34% and 42% of our gross revenues during 2017, 2016 and 2015, respectively, came from California-based projects. Ongoing uncertainty as to the timing and accessibility of budgetary funding, changes in state funding allocations to local agencies and municipalities, or other delays in purchasing for, or commencement of, projects may have a negative impact on our gross revenues and net income.

Governmental sectoragencies may modify, curtail, or terminate our contracts at any time prior to their completion and, if we do not replace them, we may suffer a decline in revenue.

Most governmentpublic sector contracts may be modified, curtailed, or terminated by the government either at its discretion or upon the default of the contractor.any time. If the government terminates a contract at its discretion, thenis terminated, we typically are able to recover only costs incurred or committed, settlement expenses, and profit on work completed prior to termination, which could prevent us from recognizing all of our potential revenue and profits from that contract. In addition, the U.S. government has announced its intention to scale back outsourcing of services in favor of “insourcing” jobs to its employees, which could reduce the number of contracts awarded to us. The adoption of similar practices by other government entities could also adversely affect our revenues. If a government terminates a contract due to our default, we could be liable for excess costs incurred by the government in obtaining services from another source.


Our failure to win new contracts and renew existing contracts with private and public sector clients could mayadversely affect our profitability.

business operations and financial results.

Our business depends on our ability to win new contracts and renew existing contracts with private and public sectorsector clients. Contract proposals and negotiations are complex and frequently involve a lengthy bidding and selection process, which
21

is affected by a number of factors. These factors include market conditions, financing arrangements, prevailing interest rates, and required governmental approvals. For example, a client may require us to provide a bond or letter of credit to protect the client should we fail to perform under the terms of the contract. If negative market conditions arise, or if we fail to secure adequate financial arrangements or the required government approval,approvals, we may not be able to pursue particular projects, which could adversely affect our profitability.

Our inability to win or renew government contracts during regulated procurement processes or preferences granted to certain bidders for which we would not qualify could harm our operations and significantly reduce or eliminate our profits.

Government contracts are awarded through a regulated procurement process. The U.S. federalFederal government has increasingly relied uponupon multi-year contracts with pre-established terms and conditions, such as indefinite delivery/indefinite quantity (“IDIQ”) contracts, which generally require those contractors who have previously been awarded the IDIQ to engage in an additional competitive bidding process before a task order is issued. The increased competition in turn, may require us to make sustained efforts to reduce costs in order to realize revenue and profits under government contracts. If we are not successful in reducing the amount of costs we incur, our profitability on government contracts will be negatively impacted. The U.S. federalFederal government has also increased its use of IDIQs in which the client qualifies multiple contractors for a specific program and then awards specific task orders or projects among the qualified contractors. As a result, new work awards tend to be smaller and of shorter duration, since the orders represent individual tasks rather than large, programmatic assignments. In addition, the U.S. government has announced its intention to scale back outsourcing of services in favor of “insourcing” jobs to its employees, which could reduce our revenue. Moreover, even if we are qualified to work on a government contract, we may not be awarded the contractcertain contracts because of existing government policies designed to protect small businesses and underrepresented minority contractors, which would not apply to us.contractors. The federal government has announced specific statutory goals regarding awarding prime and subcontracts to small businesses, women-owned small businesses, and small disadvantaged businesses, with the result that wewhich may be obligatedobligate us to involve such businesses as subcontractors with respect to these contracts at lower margins than when we use our own professionals. While we are unaware of any reason why our status as a public company would negatively impact our ability to compete for and be awarded government contracts, our inability to win or renew government contracts during regulated procurement processes or as a result of the policies pursuant to which these processes are implemented could harm our operations and significantly reduce or eliminate our profits.

If we fail to complete a project in a timely manner, miss a required performance standard, or otherwise fail to adequately perform on a project, then we may incur a loss on that project, which may reduce or eliminate our overall profitability.

Our engagements often involve large-scale, complex projects. The quality of our performance on such projects depends in largelarge part upon our ability to manage the relationship with our clients and our ability to effectively manage the project and deploy appropriate resources, including third-party contractors and our own personnel, in a timely manner. We may commit toIf a client that we will complete a project by a scheduled date. We may also commit that a project, when completed, will achieve specified performance standards. If the project is not completed by the scheduled date or fails to meet required performance standards, we may either incur significant additional costs or be held responsible for the costs incurred by the client to rectify damages due to late completion or failure to achieve the required performance standards. The uncertainty of the timing of a project can present difficulties in planning the amount of personnel needed for the project. If the project is delayed or canceled, we may bear the cost of an underutilized workforce that was dedicated to fulfilling the project. In addition, performance of projects can be affected by a number of factors beyond our control, including unavoidable delays from government inaction, public opposition, inability to obtain financing, weather conditions, unavailability of vendor materials, changes in the project scope of services requested by our clients, industrial accidents, environmental hazards, and labor disruptions, and other factors.disruptions. To the extent these events occur, the total costs of the project could exceed our estimates and we could experience reduced profits or, in some cases, incur a loss on a project, which may reduce or eliminate our overall profitability. Further, any defects or errors, or failures to meet our clients’ expectations, could result in claims for damages against us. Our contracts generally limit our liability for damages that arise from negligent acts, errors, mistakes, or omissions in rendering services to our clients. However, we cannot be sure that these contractual provisions will protect us from liability for damages in the event we are sued.


We dependdepend on a limited number of clients for a significant portion of our business.

Our ten largest clients accounted for approximately 22%27% of our gross revenues during the fiscal year ended December 30, 2017. Furthermore, we did not have any clients representing more than 10% of our gross revenues during 2017, 2016 or 2015.2023. The loss of, or reduction in orders from, these large clients could have a material adverse effect on our business, financial condition, and results of operations.

We have made and expect to continue to make acquisitions that could disrupt our operations and adversely impact our business and operating results. Our inability to successfully integrate acquisitions could impede us from realizing all of the benefits of the acquisitions, which could weaken our results of operations.

A key part of our growth strategy is to acquire other companies that complement our service offerings or broaden our technical capabilities and geographic presence. Acquisitions involve certain known and unknown risks that could cause our actual growth or operating results to differ from our expectations or the expectations of securities analysts. For example:

●

we may not be able to identify suitable acquisition candidates or acquire additional companies on acceptable terms;

●

we may pursue international acquisitions, which inherently pose more risk than domestic acquisitions;

●

we compete with others to acquire companies, which may result in decreased availability of, or increased price for, suitable acquisition candidates;

●

we may not be able to obtain the necessary financing on favorable terms, or at all, to finance any of our potential acquisitions;

●

we may ultimately fail to consummate an acquisition even if we announce that we plan to acquire a company; and

●

acquired companies may not perform as we expect, and we may fail to realize anticipated revenue and profits.

On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (“2017 Tax Reform”), which significantly revises the U.S. tax code by, among other things, lowering the corporate income tax rate from 35% to 21%; limiting the deductibility of interest expense; implementing a territorial tax system, and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. Future acquisitions could be impacted by this change if we choose to structure future acquisitions by means of incurring indebtedness as opposed to issuing equity.

In addition, our acquisition strategy may divert management’s attention away from our existing businesses, resulting in the loss of key clients or key employees, and expose us to unanticipated problems or legal liabilities, including responsibility as a successor-in-interest for undisclosed or contingent liabilities of acquired businesses or assets.

If we are not able to integrate acquired businesses successfully, our business could be harmed.

Our inability to successfully integrate future acquisitions could impede us from realizing all of the benefits of those acquisitions and could severely weaken our business operations. The integration process may disrupt our business and, if implemented ineffectively, may preclude realization of the full benefits expected by us and could harm our results of operations. In addition, the overall integration of the combining companies may result in unanticipated problems, expenses, liabilities, and competitive responses, and may cause our stock price to decline.

The difficulties of integrating an acquisition include, among others:

●

unanticipated issues in integration of information, communications, and other systems;

●

unanticipated incompatibility of logistics, marketing, and administration methods;

●

maintaining employee morale and retaining key employees;

●

integrating the business cultures of both companies;


●

preserving important strategic client relationships;

●

consolidating corporate and administrative infrastructures and eliminating duplicative operations; and

●

coordinating geographically separate organizations.

In addition, even if the operations of an acquisition are integrated successfully, we may not realize the full benefits of the acquisition, including the synergies, cost savings, or growth opportunities that we expect. These benefits may not be achieved within the anticipated time frame, or at all.

Further, acquisitions may also cause us to:

●

issue securities that would dilute our current stockholders’ ownership percentage;

●

use a substantial portion of our cash resources;

●

increase our interest expense, leverage, and debt service requirements if we incur additional debt to pay for an acquisition;

●

assume liabilities, including environmental liabilities, for which we do not have indemnification from the former owners or have indemnification that may be subject to dispute or concerns regarding the creditworthiness of the former owners;

●

record goodwill and non-amortizable intangible assets that are subject to impairment testing on a regular basis and potential impairment charges;

●

experience volatility in earnings due to changes in contingent consideration related to acquisition liability estimates;

●

incur amortization expenses related to certain intangible assets;

●

lose existing or potential contracts as a result of conflict of interest issues;

●

incur large and immediate write-offs; or

●

become subject to litigation.

If we are not able to successfully manage our growth strategy, our business and results of operations may be adversely affected.

Our expected future growth presents numerous managerial, administrative, operational, and other challenges. Our ability to manage the growth of our operations will require us to continue to improve our management information systems and our other internal systems and controls. In addition, our growth will increase our need to attract, develop, motivate, and retain both our management and professional employees. The inability of our management to effectively manage our growth or the inability of our employees to achieve anticipated performance could have a material adverse effect on our business.

Our credit agreement with Bank of America, N.A. contains a number of restrictive covenants which could limit our ability to finance future operations, acquisitions or capital needs or engage in other business activities that may be in our interest.

        The Credit Agreement contains a number of significant covenants that impose operating and other restrictions on us and our subsidiaries. Such restrictions affect or could affect, and in many respects limit or prohibit, among other things, our ability and the ability of certain of our subsidiaries to:

incur additional indebtedness;

create liens;

pay dividends and make other distributions in respect of our equity securities;


redeem our equity securities;

enter into certain lines of business;

make certain investments or certain other restricted payments;

sell certain kinds of assets;

enter into certain types of transactions with affiliates; and

undergo a change in control or effect certain mergers or consolidations.

        In addition, our Credit Agreement also requires us to comply with a consolidated fixed charge coverage ratio and consolidated leverage ratio. Our ability to comply with these ratios may be affected by events beyond our control.

        These restrictions could limit our ability to plan for or react to market or economic conditions or meet capital needs or otherwise restrict our activities or business plans, and could adversely affect our ability to finance our operations, acquisitions, investments or strategic alliances or other capital needs or to engage in other business activities that would be in our interest.

        A breach of any of these covenants or our inability to comply with the required financial ratios could result in a default under the Credit Agreement. If an event of default occurs, the lenders under the Credit Agreement could elect to:

declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable;

require us to apply all of our available cash to repay the borrowings; or

prevent us from making debt service payments on certain of our borrowings.

       If we were unable to repay or otherwise refinance these borrowings when due, the lenders under the Credit Agreement could sell the collateral securing the Credit Agreement, which constitutes a significant majority of our domestic subsidiaries' assets.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

        Borrowings under our Credit Agreement are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though any amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. As of December 30, 2017, we had $36.5 million outstanding under the Credit Agreement. We may determine to enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in the future in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk and could be subject to credit risk themselves.

Our industry is highly competitive and we may not be able to compete effectively with competitors.

Our industry is highly fragmented and intensely competitive. Our competitors are numerous, ranging from small private firms to multi-billion dollar public companies. Contract awards are based primarily on quality of service, relevant experience, staffing capabilities, reputation, geographic presence, stability, and price. In addition, the technical and professional aspects of our services generally do not require large upfront capital expenditures and provide limited barriers against new competitors. Many of our competitors have achieved greater market penetration in some of the markets in which we compete and have more personnel, technical, marketing, and financial resources or financial flexibility than we do. As a result of the
22

number of competitors in the industry, our clients may select one of our competitors on a project due to competitive pricing or a specific skill set. These competitive forces could force us to make price concessions or otherwise reduce prices for our services. If we are unable to maintain our competitiveness, our market share, revenue, and profits could decline.

Our

Lossesunder lump-sumcontractsmay adversely impact our business operations and operating results could be adversely affected by losses under fixed-price contracts.

Fixed-pricefinancial results.

Lump-sum contracts typically require us to either performthe performance of all the work under the contract for a specified lump sumlump-sum fee, subject to price adjustments if the scope of the project changes or to perform an estimated number of units of work at an agreed price per unit, with the total payment determined by the actual number of units performed. For the year ended December 30, 2017,unforeseen conditions arise. During fiscal 2023, 2022, and 2021, approximately 7%50%, 44%, and 44% of our revenue was recognized under fixed-pricelump-sum contracts. Fixed-priceLump-sum contracts expose us to a number of risks not inherent in cost-plus and time and material contracts, including underestimation of costs, ambiguities in specifications, unforeseen costs or difficulties, problems with new technologies, delays beyond our control, failures of subcontractors to perform, and economic or other changes that may occur during the contract period. Losses under fixed-pricelump-sum contracts could be substantial and adversely impact our results of operations.


If our clients delay in paying or fail to pay amounts owed to us, it could have a material adverse effect on our liquidity, results ofbusiness operations and financial condition.

Accountsresults may be adversely impacted.

Our accounts receivable represent the largestare a significant asset on our balance sheet. While we take steps to evaluate and manage the credit risks relating to our clients, economic downturns, prevailing interest rates, or other events can adversely affect the markets we serve and our clientsclients' ability to pay, which could reduce our ability to collect all amounts due from clients. If our clients delay in paying or fail to pay us a significant amount of our outstanding receivables, it could have a material adverse effect on our liquidity, results of operations, and financial condition.

If we extend a significant portion of our credit to clients in a specific geographic area or industry, we may experience disproportionately high levels of collection risk and nonpayment if those clients are adverselyadversely affected by factors particular to their geographic area or industry.

Our clients include public and private entities that have been, and may continue to be, negatively impacted by the changing landscape in the global economy. We face collection riskrisk as a normal part of our business where we perform services and subsequently bill our clients for such services. Our ten largest clients accounted for approximately 22%27% of our gross revenues during 2017. Furthermore, we did not have any clients representing more than 10% of our gross revenues during 2017, 2016 or 2015.fiscal 2023. In the event that we have concentrated credit risk from clients in a specific geographic area or industry, continuing negative trends or a worsening in the financial condition of that specific geographic area or industry could make us susceptible to disproportionately high levels of default by those clients. Such defaults could materially adversely impact our ability to collect our receivables and, ultimately, our revenues and results of operations.

State and other public employee unions may bring litigation that seeks to limit the ability of public agencies to contract with private firms to perform government employee functions in the area of public improvements. Judicial determinations in favor of these unions could affect our ability to compete for contracts and may have an adverse effect on ourfinancial results.
State and other public employee unions have challenged the validity of propositions, legislation, charters, and other government regulations that allow public agencies to contract with private firms to provide services in the fields of engineering, design, and construction of public improvements that might otherwise be provided by public employees. These challenges could have the effect of eliminating or severely restricting the ability of municipalities to hire private firms and otherwise require them to use union employees to perform the services. If a state or other public employee union is successful in its challenge, this may result in additional litigation which could affect our ability to compete for contracts.
Our use of the percentage-of-completion method of revenue recognition requires that we estimate costs to be incurred under long-term contracts. Incorrect estimates could result in a reduction or reversal of previously recorded revenue and profits.
During fiscal 2023, 2022, and 2021, approximately 50%, 44%, and 44% of our revenues were associated with contracts accounting for using the percentage-of-completion method of revenue recognition. Our use of percentage-of-completion accounting requires that revenue and profit be recognized ratably over the life of the contract based on the proportion of costs incurred to date to total costs expected to be incurred for the entire project. The effects of revisions to revenue and estimated costs, including the achievement of award fees as well as the impact of change orders and claims, are recorded when the amounts are known and can be reasonably estimated. Such revisions could occur in any period and their effects could be material. The uncertainties inherent in the estimating process make it possible for actual costs to vary materially from initial and updated estimates.
23

Our actual business and financial results could differ from the estimates and assumptions that we use to prepare our financial statements, which may significantly reduce or eliminate our profits.
The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. (“GAAP”) requires management to make estimates and assumptions as of the date of the financial statements. These estimates and assumptions could affect the reported values of assets, liabilities, revenue, and expenses as well as disclosures of contingent assets and liabilities. For example, we recognize a portion of revenue over the life of a contract based on the proportion of costs incurred to date compared to the total costs estimated to be incurred for the entire project. Areas requiring significant estimates by our management include:
•the application of the percentage-of-completion method of accounting and revenue recognition on contracts, change orders, and contract claims,
•provisions for uncollectible receivables and client claims and recoveries of costs from subcontractors, vendors, and others,
•value of goodwill and recoverability of other intangible assets, and
•valuations of assets acquired and liabilities assumed in connection with business combinations.
Our actual business and financial results could differ from those estimates, which may significantly reduce or eliminate our profit.
Our profitability could suffer if we are not able to maintain adequate utilization of our workforce.
The cost of providing our services, including the extent to which we utilize our workforce, affects our profitability. The rate at which we utilize our workforce is affected by a number of factors, including:
•our ability to transition employees from completed projects to new assignments and to hire and assimilate new employees,
•our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and workforces,
•our ability to manage attrition,
•our need to devote time and resources to training, business development, professional development, and other non-chargeable activities, and
•our ability to match the skill sets of our employees to the needs of the marketplace.
If we over-utilize our workforce, our employees may become disengaged, which will impact employee attrition. If we under-utilize our workforce, our profit margin and profitability could suffer.
Failure ofoursub-consultantsto satisfy their obligations to us or other parties, orthe inabilityto maintain these relationships,may adversely impact our business operations and financial results.
We depend on sub-consultants in conducting our business. There is a risk that we may have disputes with our sub-consultants arising from, among other things, the quality and timeliness of work performed, client concerns, or failure to extend existing task orders or issue new task orders under a subcontract. In addition, if any of our sub-consultants fail to deliver on a timely basis the agreed-upon supplies, go out of business, or fail to perform on a project, our ability to fulfill our obligations may be jeopardized and we may be contractually responsible for the work performed. The absence of qualified sub-consultants with which we have a satisfactory relationship could adversely affect the quality of our service and our ability to perform under some of our contracts.
We also rely on relationships with other contractors when we act as their sub-consultants or joint venture partner. Our future revenue and growth prospects could be adversely affected if other contractors eliminate or reduce their subcontracts or teaming arrangement relationships with us or if a government agency terminates or reduces these other contractors’ programs, does not award them new contracts, or refuses to pay under a contract.
24

Legal proceedings, investigations, and disputes, including those assumed in acquisitions of other businesses for which we may not be indemnified, could result in substantial monetary penalties and damages.
We engage in professional and technical consulting services that can result in substantial injury or damages that may expose us to legal proceedings, investigations, and disputes. In addition, in the ordinary course of our business, we frequently make professional judgments and recommendations about environmental and engineering conditions of projects for our clients. We may be deemed to be responsible for these judgments and recommendations if they are later determined to be inaccurate. As a public company, we also face the risk that one or more securities class action lawsuits will be filed claiming investor losses are attributable to alleged material misstatements in, or omissions of material facts from, our filings with the SEC or otherwise. Any unfavorable legal ruling against us could result in substantial monetary damages or even criminal violations.
We maintain insurance coverage as part of our overall legal and risk management strategy to minimize our potential liabilities. However, insurance coverage contains exclusions and other limitations that may not cover our potential liabilities and as such, we may incur liabilities that exceed or that are excluded from our insurance coverage or for which we are not insured. In addition, there can be no assurance that we will be able to obtain coverage at a cost-effective rate in the future.
Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure as well as disrupt the management of our business operations.
We maintain insurance coverage from third-party insurers as part of our overall risk management strategy and some of our contracts require us to maintain specific insurance coverage limits. If any of our third-party insurers fail, suddenly cancel our coverage, or otherwise are unable to provide us with adequate insurance coverage, our overall risk exposure and our operational expenses would increase and the management of our business operations would be disrupted. In addition, there can be no assurance that any of our existing insurance coverage will be renewable upon the expiration of the coverage period or that future coverage will be affordable at the required limits.
Our failure to implement and comply with our safety programmayadverselyimpactouroperations.
Our safety program is a fundamental element of our overall approach to risk management and the implementation of the safety program is significant to our clients. We maintain an enterprise-wide group of health and safety professionals to help ensure that the services we provide are delivered safely and in accordance with standard work processes. Unsafe job sites and office environments have the potential to increase employee turnover, the cost of a project to our clients and our operating costs as well as expose us to types and levels of risk that are fundamentally unacceptable. The implementation of our safety processes and procedures are monitored by various agencies and rating bureaus and may be evaluated by certain clients in cases in which safety requirements have been established in our contracts. We may be adversely affected if we fail to meet these requirements or do not properly implement and comply with our safety program.
Weather conditions and seasonal revenue fluctuationsmayadverselyimpact on ourfinancial results.
Our financial results during the months of November through March may be impacted by adverse weather conditions and the holiday season. As a result, our revenue and net income for the first and fourth quarters of our fiscal year may be lower when compared to our results for the second and third quarters of our fiscal year. If we were to experience lower-than-expected revenues during any such period, our expenses may not be offset.
We have only a limited ability to protect our intellectual property rights, and our failure to protect our intellectual property rightsmayadversely affect our competitive position.
Our success depends, in part, upon our ability to protect our proprietary information and other intellectual property. We rely principally on trade secrets to protect much of our intellectual property where we do not believe that patent or copyright protection is appropriate or obtainable. Although our employees are subject to confidentiality obligations, this protection may be inadequate to deter or prevent misappropriation of our confidential information. In addition, we may be unable to detect unauthorized use of our intellectual property or otherwise take appropriate steps to enforce our rights. Failure to obtain or maintain trade secret protection would adversely affect our competitive business position. In addition, if we are unable to prevent third parties from infringing or misappropriating our trademarks or other proprietary information, our competitive position could be adversely affected.
25

We rely on third-party internal and outsourced software to run our critical accounting, project management, and financial information systems. As a result, any sudden loss, disruption, or unexpected costs to maintain these systems could significantly increase our operational expense and disrupt the management of our business operations.
We rely on third-party software to run our critical accounting, project management, and financial information systems. We also depend on our software vendors to provide long-term software maintenance support for our information systems. Software vendors may decide to discontinue further development, integration, or long-term software maintenance support for our information systems, in which case we might need to abandon one or more of our current information systems and migrate some or all our accounting, project management, and financial information to other systems, thus increasing our operational expense as well as disrupting the management of our business operations.
U.S. and global economic uncertainties and specific conditions in the markets we addressmay adversely impact ouroperatingresults.
Over the past several years, the general worldwide economy has been affected, at various times, to slower economic activity, concerns about inflation and deflation, increased energy costs, international trade disputes and imbalances, and adverse business conditions. These conditions may make it difficult for our clients and vendors to accurately forecast future business activities, which could cause businesses to slow spending on services. Such conditions may also make it difficult for us to predict the short-term and long-term impacts of these trends on our business. We cannot predict the timing, strength, or duration of any economic slowdown or subsequent economic recovery worldwide or in our industry, and any such economic slowdown could have any adverse effect on our results of operations.
Unanticipated catastrophic events mayadversely impact ourbusinessoperations.
Our business operations may be adversely impacted by force majeure or extraordinary events beyond the control of the contracting parties, such as natural and man-made disasters as well as the outbreak or escalation of military hostilities or terrorist attacks. Such events could result in the closure of offices, interruption of projects, and the relocation of employees. We typically remain obligated to perform our services after a terrorist attack or natural disaster unless the contract contains a force majeure clause that relieves us of our contractual obligations. If we are not able to react quickly to force majeure, our operations may be affected significantly, which would have a negative impact on our business operations.
Further, we rely on our network and third-party infrastructure and enterprise applications, internal technology systems, and our website for our development, marketing, operational, support, hosted services, and sales activities. Despite our implementation of network security measures, we are vulnerable to disruption, infiltration, or failure of these systems or third-party hosted services in the event of a major earthquake, fire, power loss, telecommunications failure, cyber-attack, war, terrorist attack, or other catastrophic event could cause system interruptions, reputational harm, loss of intellectual property, lengthy interruptions in our services, breaches of data security, and loss of critical data and could harm our future operating results.
We are highly dependent on information and communications systems. System failures, security breaches of networks or systems could significantly disrupt our business and operations and negatively affect the market price of our common stock.
Our business is highly dependent on communications and information systems. These systems are primarily operated by third-parties and, as a result, we have limited ability to ensure their continued operation. In the event of systems failure or interruption, we have limited ability to affect the timing and success of systems restoration. Any failure or interruption of our systems could cause delays or other problems in the delivery of our services, which could have a material adverse effect on our operating results and negatively affect the market price of our common stock.
We rely on information technology systems, networks, and infrastructure in managing our day-to-day operations. Despite cybersecurity measures already in place, our information technology systems, networks and infrastructure may be vulnerable to deliberate attacks or unintentional events that could interrupt or interfere with their functionality or the confidentiality of our information. Our inability to effectively utilize our information technology systems, networks and infrastructure, and protect our information could adversely affect our business.
26

Cybersecurity breaches of our systems and information technology could adversely impact our ability to operate.
We must protect our own internal trade secrets and other business confidential information from disclosure. We face the threat to our computer systems of unauthorized access, computer hackers, computer viruses, malicious code, organized cyber-attacks, and other security problems and system disruptions, including possible unauthorized access to our and our clients' proprietary or classified information. As a result of the developing conflict between Russia and the Ukraine, in February 2022 the U.S. Cybersecurity and Infrastructure Security Agency issued a "Shields Up" alert for American organizations noting the potential for Russia’s cyber-attacks on Ukrainian government and critical infrastructure organizations to impact organizations both within and beyond the U.S., particularly in the wake of sanctions imposed by the United States and its allies. We rely on industry-accepted security measures and technology to securely maintain all confidential and proprietary information on our information systems. We have devoted and will continue to devote significant resources to the security of our computer systems, but they may still be vulnerable to these threats. A user who circumvents security measures could misappropriate confidential or proprietary information, including information regarding us, our personnel and/or our clients, or cause interruptions or malfunctions in operations. As a result, we may be required to expend significant resources to protect against the threat of these system disruptions and security breaches or to alleviate problems caused by these disruptions and breaches. Any of these events could damage our reputation and have a material adverse effect on our business, financial condition, results of operations and cash flows. Although the aggregate impact on our operations and financial condition has not been material to date, we have been the target of events of this nature and expect them to continue as cybersecurity threats have been rapidly evolving in sophistication and becoming more prevalent in the industry.
Risks Related to Our Indebtedness
Our credit agreement with Bank of America, N.A. contains a number of restrictive covenants whichcouldlimit our ability to finance future operations, acquisitions or capital needs or engage in other business activities that may be in our interest.
Our credit agreement contains a number of significant covenants that impose operating and other restrictions on us and our subsidiaries. Such restrictions affect or could affect, and in many respects limit or prohibit, among other things, our ability and the ability of certain of our subsidiaries to:
•incur additional indebtedness,
•create liens,
•pay dividends and make other distributions in respect of our equity securities,
•redeem our equity securities,
•enter into certain lines of business,
•make certain investments or certain other restricted payments,
•sell certain kinds of assets,
•enter into certain types of transactions with affiliates, and
•undergo a change in control or effect certain mergers or consolidations.
In addition, our credit agreement also requires us to comply with a consolidated fixed charge coverage ratio and consolidated leverage ratio. Our ability to comply with these ratios may be affected by events beyond our control.
These restrictions could limit our ability to plan for or react to market or economic conditions or meet capital needs or otherwise restrict our activities or business plans and could adversely affect our ability to finance our operations, acquisitions, investments, or strategic alliances or other capital needs or to engage in other business activities that would be in our interest.
A breach of any of these covenants or our inability to comply with the required financial ratios could result in a default under the credit agreement. If an event of default occurs, the lenders under the credit agreement could elect to:
•declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable,
•require us to apply all of our available cash to repay the borrowings, or
•prevent us from making debt service payments on certain of our borrowings.
If we were unable to repay or otherwise refinance these borrowings when due, the lenders under the credit agreement could sell the collateral securing the credit agreement, which constitutes a significant majority of our subsidiaries' assets.
27

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
Borrowings under our credit agreement are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though any amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. As of December 30, 2023, we had $195.8 million outstanding under the credit agreement. We may determine to enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in the future in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk and could be subject to credit risk themselves.
Risks Related to Our Acquisition Strategy
We have made and expect to continue to make acquisitions that could disrupt our operations and adversely impact our business and operating results. Our inability to successfully integrate acquisitions could impede us from realizing all of the benefits of the acquisitions, which could weaken our results of operations.
A key part of our growth strategy is to acquire other companies that complement our service offerings or broaden our technical capabilities and geographic presence. Acquisitions involve certain known and unknown risks that could cause our actual growth or operating results to differ from our expectations or the expectations of securities analysts. For example:
•we may not be able to identify suitable acquisition candidates or acquire additional companies on acceptable terms,
•we may pursue international acquisitions, which inherently pose more risk than domestic acquisitions,
•we compete with others to acquire companies, which may result in decreased availability of, or increased price for, suitable acquisition candidates,
•we may not be able to obtain the necessary financing on favorable terms, or at all, to finance any of our potential acquisitions,
•we may ultimately fail to consummate an acquisition even if we announce that we plan to acquire a company, and
•acquired companies may not perform as we expect, and we may fail to realize anticipated revenue and profits.
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (“2017 Tax Reform”), which significantly revised the U.S. tax code by, among other things, lowering the corporate income tax rate from 35% to 21%, limiting the deductibility of interest expense, implementing a territorial tax system, and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. Future debt-financed acquisitions could be impacted by this change. Future acquisitions may also be impacted by future tax changes.
Our acquisition strategy may divert management’s attention away from our existing businesses, resulting in the loss of key clients or key employees, and expose us to unanticipated problems or legal liabilities, including responsibility as a successor-in-interest for undisclosed or contingent liabilities of acquired businesses or assets.
If we are not able to integrate acquired businesses successfully, our business could be harmed.
Our inability to successfully integrate future acquisitions could impede us from realizing all the benefits of those acquisitions and could severely weaken our business operations. The integration process may disrupt our business and, if implemented ineffectively, may preclude realization of the full benefits expected by us and could harm our results of operations. In addition, the overall integration of the combining companies may result in unanticipated problems, expenses, liabilities, and competitive responses, and may cause our stock price to decline. The difficulties of integrating an acquisition include, among others:
•unanticipated issues in integration of information, communications, and other systems,
•unanticipated incompatibility of logistics, marketing, and administration methods,
•maintaining employee morale and retaining key employees,
•integrating the business cultures of both companies,
•preserving important strategic client relationships,
28

•consolidating corporate and administrative infrastructures and eliminating duplicative operations, or
•coordinating geographically separate organizations.
In addition, even if the operations of an acquisition are integrated successfully, we may not realize the full benefits of the acquisition, including the synergies, cost savings, or growth opportunities that we expect. These benefits may not be achieved within the anticipated time frame, or at all. Further, acquisitions may also cause us to:
•issue securities that would dilute our current stockholders’ ownership percentage,
•use a substantial portion of our cash resources,
•increase our interest expense, leverage, and debt service requirements if we incur additional debt to pay for an acquisition,
•assume liabilities, including environmental liabilities, for which we do not have indemnification from the former owners or have indemnification that may be subject to dispute or concerns regarding the creditworthiness of the former owners,
•record goodwill and non-amortizable intangible assets that are subject to impairment testing on a regular basis and potential impairment charges,
•experience volatility in earnings due to changes in contingent consideration related to acquisition liability estimates,
•incur amortization expenses related to certain intangible assets,
•lose existing or potential contracts due to conflicts-of-interest,
•incur large and immediate write-offs, or
•become subject to litigation.
If we are not able to successfully manage our growth strategy, our businessoperations and financialresults may be adversely affected.
Our expected future growth presents numerous managerial, administrative, and operational challenges. Our ability to manage the growth of our operations will require us to continue to improve our management information systems and our other internal systems and controls. In addition, our growth will increase our need to attract, develop, motivate, and retain both our management and professional employees. The inability of our management to effectively manage our growth or the inability of our employees to achieve anticipated performance could have a material adverse effect on our business.
29

Risks Related to Regulatory Compliance
As a government contractor, we must comply with various procurement laws and regulations and are subject to regular government audits. A violation of any of these laws and regulations or the failure to pass a government audit could result in sanctions,sanctions, contract termination, forfeiture of profit, harm to our reputation or loss of our status as an eligible government contractor and could reduce our profits and revenue.

We must comply with and are affected by U.S. federal,Federal, state, local, and foreignforeign laws and regulations relating to the formation, administration, and performance of government contracts. For example, we must comply with defective-pricing clauses found within the Federal Acquisition Regulation (“FAR”), the Truth in Negotiations Act, Cost Accounting Standards (“CAS”), the Services Contract Act, and the U.S. Department of Defense security regulations, as well as many other rules and regulations. In addition, we must also comply with other government regulations related to employment practices, environmental protection, health and safety, tax, accounting, and anti-fraud measures, as well as many othersother regulations in order to maintain our government contractor status. These laws and regulations affect how we do business with our clients and, in some instances, impose additional costs on our business operations. Although we take precautions to prevent and deter fraud, misconduct, and non-compliance, we face the risk that our employees or outside partners may engage in misconduct, fraud, or other improper activities. Government agencies routinely audit and investigate government contractors. These government agencies review and audit a government contractor’s performance under its contracts and cost structure and evaluate compliance with applicable laws, regulations, and standards. In addition, during the course of its audits, such agencies may question our incurred project costs. If such agencies believe we have accounted for such costs in a manner inconsistent with the requirements for FAR or CAS, the agency auditor may recommend to our U.S. government corporate administrative contracting officer that it disallow such costs. Historically, we have not experienced significant disallowed costs as a result of government audits. However, we can provide no assurance that such government audits will not result in a material disallowance for incurred costs in the future. In addition, government contracts are subject to a variety of other requirements relating to the formation, administration, performance, and accounting for these contracts. We may also be subject to qui tam litigation brought by private individuals on behalf of the government under the Federal Civil False Claims Act, which could include claims for treble damages. Government contract violations could result in the imposition of civil and criminal penalties or sanctions, contract termination, forfeiture of profit, or suspension of payment, any of which could make us lose our status as an eligible government contractor. We could also suffer serious harm to our reputation. Any interruption or termination of our government contractor status could reduce our profits and revenue significantly.


State and other public employee unions may bring litigation that seeks to limit the ability of public agencies to contract with private firms to perform government employee functions in the area of public improvements. Judicial determinations in favor of these unions could affect our ability to compete for contracts and may have an adverse effect on our revenue and profitability.

Over at least the last 20 years, state and other public employee unions have challenged the validity of propositions, legislation, charters, and other government regulations that allow public agencies to contract with private firms to provide services in the fields of engineering, design, and construction of public improvements that might otherwise be provided by public employees. These challenges could have the effect of eliminating or severely restricting the ability of municipalities to hire private firms for the purpose of designing and constructing public improvements, and otherwise require them to use union employees to perform the services. If a state or other public employee union is successful in its challenge and as a result the ability of state agencies to hire private firms is severely limited, such a decision would likely lead to additional litigation challenging the ability of the state, counties, municipalities, and other public agencies to hire private engineering, architectural, and other firms, the outcome of which could affect our ability to compete for contracts and may have an adverse effect on our revenue and profitability.

Our use of the percentage-of-completion method of revenue recognition could result in a reduction or reversal of previously recorded revenue and profits.

We account for some of our contracts on the percentage-of-completion method of revenue recognition. These contracts accounted for approximately 14% of our revenue for the year ended December 30, 2017. Generally, our use of this method results in recognition of revenue and profit ratably over the life of the contract based on the proportion of costs incurred to date to total costs expected to be incurred for the entire project. The effects of revisions to revenue and estimated costs, including the achievement of award fees as well as the impact of change orders and claims, are recorded when the amounts are known and can be reasonably estimated. Such revisions could occur in any period and their effects could be material. Although we have historically made reasonably reliable estimates of the progress towards completion of long-term contracts, the uncertainties inherent in the estimating process make it possible for actual costs to vary materially from estimates, including reductions or reversals of previously recorded revenue and profit.

Our actual business and financial results could differ from the estimates and assumptions that we use to prepare our financial statements, which may significantly reduce or eliminate our profits.

To prepare financial statements in conformity with generally accepted accounting principles in the U.S. (“GAAP”), management is required to make estimates and assumptions as of the date of the financial statements. These estimates and assumptions could affect the reported values of assets, liabilities, revenue, and expenses as well as disclosures of contingent assets and liabilities. For example, we recognize a portion of revenue over the life of a contract based on the proportion of costs incurred to date compared to the total costs estimated to be incurred for the entire project. Areas requiring significant estimates by our management include:

●

the application of the percentage-of-completion method of accounting and revenue recognition on contracts, change orders, and contract claims;

●

provisions for uncollectible receivables and client claims and recoveries of costs from subcontractors, vendors, and others;

●

provisions for income taxes, research, and experimentation credits and related valuation allowances;

●

value of goodwill and recoverability of other intangible assets; and

●

valuations of assets acquired and liabilities assumed in connection with business combinations.

Our actual business and financial results could differ from those estimates, which may significantly reduce or eliminate our profits.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our securities.

Management continues to review and assess our internal controls to ensure we have adequate internal financial and accounting controls. Failure to maintain new or improved controls, or any difficulties we encounter in their implementation, could result in material weaknesses, and cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management evaluations (and, once we no longer qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), annual audit attestation reports) regarding the effectiveness of our internal control over financial reporting that will be required under Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect to annual reports that we will file as a public company. The existence of a material weakness could result in errors in our financial statements that could cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, leading to a decline in our stock price.


For so long as we qualify as an “emerging growth company” under the JOBS Act, which we expect will no longer be the case following December 29, 2018, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404. Once we are no longer an emerging growth company or, if prior to such date, we opt to no longer take advantage of the applicable exemption, we will be required to include an opinion from our independent registered public accounting firm on the effectiveness of our internal controls over financial reporting.

Our profitability could suffer if we are not able to maintain adequate utilization of our workforce.

The cost of providing our services, including the extent to which we utilize our workforce, affects our profitability. The rate at which we utilize our workforce is affected by a number of factors, including:

●

our ability to transition employees from completed projects to new assignments and to hire and assimilate new employees;

●

our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and workforces;

●

our ability to manage attrition;

●

our need to devote time and resources to training, business development, professional development, and other non-chargeable activities; and

●

our ability to match the skill sets of our employees to the needs of the marketplace.

If we over utilize our workforce, our employees may become disengaged, which will impact employee attrition. If we under-utilize our workforce, our profit margin and profitability could suffer.

Our backlog is subject to cancellation and unexpected adjustments, and is an uncertain indicator of future operating results.

As of December 30, 2017, we had approximately $295.9 million of gross revenue backlog expected to be recognized over the next 12 months. We include in backlog only those contracts for which funding has been provided and work authorizations have been received. We cannot guarantee that the revenue projected in our backlog will be realized or, if realized, will result in profits. In addition, project cancellations or scope adjustments may occur, from time to time, with respect to contracts reflected in our backlog. For example, certain of our contracts with the U.S. federal government and other clients are terminable at the discretion of the client, with or without cause. These types of backlog reductions could adversely affect our revenue and margins. Accordingly, our backlog as of any particular date is an uncertain indicator of our future earnings.

Employee, agent or partner misconduct or our overall failure to comply with laws or regulations could harm may adversely impactour reputation reduce our revenue and profits, and subjectfinancial resultsas well assubject us to criminal and civil enforcement actions.

Misconduct, fraud, non-compliance with applicable laws and regulations, or other improper activities by one of our employees, agents, or partners could have a significant negative impact on our business and reputation. Such misconduct could include the failure to comply with government procurement regulations, regulations regarding government procurements, the protection of classified information, regulations prohibiting bribery and other foreign corrupt practices, regulations regarding the pricing of labor and other costs in government contracts, regulations on lobbying or similar activities, regulations pertaining to the internal controls over financial reporting, environmental laws, and any other applicable laws or regulations. For example, the FCPA, and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Our policies mandate compliance with these regulations and laws, and we take precautions to prevent and detect misconduct. However, since our internal controls are subject to inherent limitations, including human error, it is possible that these controls could be intentionally circumvented or become inadequate because of changed conditions. As a result, we cannot assure that our controls will protect us from reckless or criminal acts committed by our employees and agents. Our failure to comply with applicable laws or regulations or acts of misconduct could subject us to fines and penalties, loss of security clearances, and suspension or debarment from contracting, any or all of which could harm our reputation, reduce our revenue and profits, and subject us to criminal and civil enforcement actions. Historically, we have not had any material cases involving misconduct or fraud.


If our contractors and subcontractors fail to satisfy their obligations to us or other parties, or if we are unable to maintain these relationships, our revenue, profitability, and growth prospects could be adversely affected.

We depend on contractors and subcontractors in conducting our business. There is a risk that we may have disputes with our subcontractors arising from, among other things, the quality and timeliness of work performed by the subcontractor, client concerns about the subcontractor, or our failure to extend existing task orders or issue new task orders under a subcontract. In addition, if any of our subcontractors fail to deliver on a timely basis the agreed-upon supplies, fail to perform the agreed-upon services, go out of business, or fail to perform on a project, then our ability to fulfill our obligations as a prime contractor may be jeopardized and we may be contractually responsible for the work performed by those contractors or subcontractors. The absence of qualified subcontractors with which we have a satisfactory relationship could adversely affect the quality of our service and our ability to perform under some of our contracts. Historically, our relationship with our contractors and subcontractors has been good, and we have not experienced any material failure of performance by our contractors and subcontractors. During 2017, the utilization of contractors or subcontractors generated approximately 15% of our gross revenues.

We also rely on relationships with other contractors when we act as their subcontractor or joint venture partner. Our future revenue and growth prospects could be adversely affected if other contractors eliminate or reduce their subcontracts or teaming arrangement relationships with us or if a government agency terminates or reduces these other contractors’ programs, does not award them new contracts, or refuses to pay under a contract.

Changes in resourceresource management or infrastructure industry laws, regulations, and programs could directly or indirectly reduce the demand for our services which could in turn negatively impact our revenue.

Some of our services are directly or indirectly impacted by changes in U.S. federal,Federal, state, local, or foreign laws and regulations pertaining to resource management, infrastructure, and the environment. In addition, growing concerns about climate change may result in the imposition of additional regulations, international protocols, or other restrictions on emissions. Accordingly, such additional laws and regulations or a relaxation or repeal of theseexisting laws and regulations, or changes in governmental policies regarding the funding, implementation, or enforcement of these programs, could result in a decline in demand for our services, which could in turn negatively impact our revenue.

Legal proceedings, investigations, and disputes, including those assumed in acquisitions of other businesses for which we may not be indemnified, could result in substantial monetary penalties and damages, especially if such penalties and damages exceed or are excluded from existing insurance coverage.

We engage in professional and technical consulting and certification services that can result in substantial injury or damages that may expose us to legal proceedings, investigations, and disputes. For example, in the ordinary course of our business, we may be involved in legal disputes regarding personal injury claims, employee or labor disputes, professional liability claims, and general commercial disputes involving project cost overruns and liquidated damages as well as other claims. In addition, in the ordinary course of our business, we frequently make professional judgments and recommendations about environmental and engineering conditions of project sites for our clients. We may be deemed to be responsible for these judgments and recommendations if they are later determined to be inaccurate. Any unfavorable legal ruling against us could result in substantial monetary damages or even criminal violations.

We maintain insurance coverage as part of our overall legal and risk management strategy to minimize our potential liabilities; however, insurance coverage contains exclusions and other limitations that may not cover our potential liabilities. Generally, our insurance program covers workers’ compensation and employer’s liability, general liability, automobile liability, professional errors and omissions liability, property, and contractor’s pollution liability (in addition to other policies for specific projects). Our insurance program includes deductibles or self-insured retentions for each covered claim. In addition, our insurance policies contain exclusions that insurance providers may use to deny or restrict coverage. Specialty liability and professional liability insurance policies provide for coverages on a “claims-made” basis, covering only claims actually made and reported during the policy period currently in effect. If we sustain liabilities that exceed or that are excluded from our insurance coverage or for which we are not insured, it could have a material adverse impact on our results of operations and financial condition, including our profits and revenue.


30

Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure as well as disrupt the management of our business operations.

We maintain insurance coverage from third-party insurers as part of our overall risk management strategy and some of our contracts require us to maintain specific insurance coverage limits. If any of our third-party insurers fail, suddenly cancel our coverage, or otherwise are unable to provide us with adequate insurance coverage, then our overall risk exposure and our operational expenses would increase and the management of our business operations would be disrupted. In addition, there can be no assurance that any of our existing insurance coverage will be renewable upon the expiration of the coverage period or that future coverage will be affordable at the required limits.

Our failure to implement and comply with our safety program could adversely affect our operating results or financial condition.

Our safety program is a fundamental element of our overall approach to risk management, and the implementation of the safety program is a significant issue in our dealings with our clients. We maintain an enterprise-wide group of health and safety professionals to help ensure that the services we provide are delivered safely and in accordance with standard work processes. Unsafe job sites and office environments have the potential to increase employee turnover, increase the cost of a project to our clients, expose us to types and levels of risk that are fundamentally unacceptable, and raise our operating costs. The implementation of our safety processes and procedures are monitored by various agencies and rating bureaus, and may be evaluated by certain clients in cases in which safety requirements have been established in our contracts. If we fail to meet these requirements or do not properly implement and comply with our safety program, there could be a material adverse effect on our business, operating results, or financial condition.


We may be subject to liabilities under environmental laws and regulations, including liabilities assumed in acquisitions for which we may not be indemnified.

We must comply with a number of laws that strictly regulate the handling,handling, removal, treatment, transportation, and disposal of toxic and hazardous substances. Under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (“CERCLA”), and comparable state laws, we may be required to investigate and remediate regulated hazardous materials. CERCLA and comparable state laws typically impose strict joint and several liabilities without regard to whether a company knew of or caused the release of hazardous substances. The liability for the entire cost of clean-up could be imposed upon any responsible party. Other principal federal environmental, health, and safety laws affecting us include, among others, the Resource Conversation and Recovery Act, the National Environmental Policy Act, the Clean Air Act, the Occupational Safety and Health Act, the Toxic Substances Control Act, and the Superfund Amendments and Reauthorization Act. Our business operations may also be subject to similar state and international laws relating to environmental protection. Liabilities related to environmental contamination or human exposure to hazardous substances, or a failure to comply with applicable regulations, could result in substantial costs to us, including clean-up costs, fines and civil or criminal sanctions, third-party claims for property damage or personal injury, or cessation of remediation activities. Our continuing work in the areas governed by these laws and regulations exposes us to the risk of substantial liability.

Weather conditions

Current and seasonal revenue fluctuationspotential changes in applicable tax laws could have an adverse impact onincrease our tax rate and materially affect our results of operations.

Due primarily

We are subject to inclement weather conditions,tax laws in the U.S. and certain foreign jurisdictions. The current U.S. presidential administration has called for changes to fiscal and tax policies, which leadmay include comprehensive tax reform. In addition, many international legislative and regulatory bodies have proposed and/or enacted legislation that could significantly impact how U.S. multinational corporations are taxed on foreign earnings. Certain of these proposed and enacted changes to project delaysthe taxation of our business activities could increase our effective tax rate and slower completionharm our results of contracts,operations.
Our revenue and a highergrowth prospects may be harmed if we or our employees are unable to obtain government granted eligibility or other qualifications we and they need to perform services for our customers.
A number of holidays, our operating results during December, January, Februarygovernment programs require contractors to have certain kinds of government granted eligibility, such as security clearance credentials. Depending on the project, eligibility can be difficult and March are generally lower in comparisontime-consuming to other months. As a result, our revenue and net income for the first and fourth quarters of a fiscal year may be lower than our results for the second and third quarters of a fiscal year.obtain. If we wereor our employees are unable to experience lower-than-expected revenue during any such periods, our expensesobtain or retain the necessary eligibility, we may not be offset, whichable to win new business, and our existing customers could have an adverse impactterminate their contracts with us or decide not to renew them. To the extent we cannot obtain or maintain the required security clearances for our employees working on a particular contract, we may not derive the revenue or profit anticipated from such contract.
If our reports and opinions are not in compliance with professional standards and other regulations, we could be subject to monetary damages and penalties.
We issue reports and opinions to clients based on our resultsprofessional expertise. Our reports and opinions may need to comply with professional standards, licensing requirements, securities regulations, and other laws and rules governing the performance of operations.

Catastrophic events may disrupt our business.

Force majeure or extraordinary events beyondprofessional services in the control of the contracting parties, such as natural and man-made disasters as well as terrorist actions, could negatively impact the economiesjurisdiction in which the services are performed. In addition, we operate by causing the closure of offices, interrupting projects, and forcing the relocation of employees. We typically remain obligatedcould be liable to performthird parties who use or rely upon our services after a terrorist actionreports or natural disaster unless the contract contains a force majeure clause that relieves us of our contractual obligations in such an extraordinary event. Ifopinions even if we are not ablecontractually bound to react quicklythose third parties. For example, if we deliver an inaccurate report or one that is not in compliance with the relevant standards, and that report is made available to force majeure, our operationsa third party, we could be subject to third-party liability, resulting in monetary damages and penalties.

Our failure to comply with export laws and regulations may be affected significantly, which would have a negative impact on our financial condition, results of operations, or cash flows.


Further, we rely on our network and third-party infrastructure and enterprise applications, internal technology systems, and our website for our development, marketing, operational, support, hosted services, and sales activities. Despite our implementation of network security measures, we are vulnerable to disruption, infiltration, or failure of these systems or third-party hosted services in the event of a major earthquake, fire, power loss, telecommunications failure, cyber-attack, war, terrorist attack, or other catastrophic event could cause system interruptions, reputational harm, loss of intellectual property, lengthy interruptions in our services, breaches of data security, and loss of critical data and could harm our future operating results.

We are highly dependent on information and communications systems. System failures, security breaches of networks or systems could significantly disrupt our business and operations and negatively affect the market price of our common stock.

Our business is highly dependent on communications and information systems. These systems are primarily operated by third-parties and, as a result, we have limited ability to ensure their continued operation. In the event of systems failure or interruption, we will have limited ability to affect the timing and success of systems restoration. Any failure or interruption of our systems could cause delays or other problems in the delivery of our services, which could have a material adverse effect on our operating results and negatively affect the market price of our common stock.

We rely on information technology systems, networks and infrastructure in managing our day-to-day operations. Despite cyber-security measures already in place, our information technology systems, networks and infrastructure may be vulnerable to deliberate attacks or unintentional events that could interrupt or interfere with their functionality or the confidentiality of our information. Our inability to effectively utilize our information technology systems, networks and infrastructure, and protect our information could adversely affect our business.

Cyber security breaches of our systems and information technology could adversely impact our ability to operate.

operations.

We need to protect our own internal trade secrets and other business confidential information from disclosure. We face the threat to our computer systems of unauthorized access, computer hackers, computer viruses, malicious code, organized cyber-attacks and other security problems and system disruptions, including possible unauthorized access to our and our clients' proprietary or classified information. We rely on industry-accepted security measures and technology to securely maintain all confidential and proprietary information on our information systems. We have devoted and will continue to devote significant resources to the security of our computer systems, but they may still be vulnerable to these threats. A user who circumvents security measures could misappropriate confidential or proprietary information, including information regarding us, our personnel and/or our clients, or cause interruptions or malfunctions in operations. As a result, we may be required to expend significant resources to protect against the threat of these system disruptions and security breaches or to alleviate problems caused by these disruptions and breaches. Any of these events could damage our reputation and have a material adverse effect on our business, financial condition, results of operations and cash flows.

We have only a limited ability to protect our intellectual property rights, and our failure to protect our intellectual property rights could adversely affect our competitive position.

Our success depends, in part, upon our ability to protect our proprietary information and other intellectual property. We rely principally on trade secrets to protect much of our intellectual property where we do not believe that patent or copyright protection is appropriate or obtainable. However, trade secrets are difficult to protect. Although our employees are subject to confidentiality obligations, this protectionU.S. export laws and regulations, including International Traffic in Arms Regulations ("ITAR"), Export Administration Regulations ("EAR"), and trade sanctions against embargoed countries to the extent we export technical services, data, products, and equipment outside of the United States. We may be inadequate to deter or prevent misappropriation of our confidential information. In addition, we may be unable to detect unauthorized use of our intellectual property or otherwise take appropriate steps to enforce our rights. Failure to obtain or maintain trade secret protection would adversely affect our competitive business position. In addition,affected if we are unablefail to prevent third parties from infringingcomply with these laws and regulations, which could result in civil or misappropriating our trademarkscriminal sanctions, including fines, suspension, or other proprietary information, our competitive position could be adversely affected.

We rely on third-party internal and outsourced softwaredebarment of U.S. government contracts.

31

Risks Related to run our critical accounting, project management, and financial information systems. As a result, any sudden loss, disruption, or unexpected costs to maintain these systems could significantly increase our operational expense and disrupt the management of our business operations.

We rely on third-party software to run our critical accounting, project management, and financial information systems. We also depend on our software vendors to provide long-term software maintenance support for our information systems. Software vendors may decide to discontinue further development, integration, or long-term software maintenance support for our information systems, in which case we may need to abandon one or more of our current information systems and migrate some or all of our accounting, project management, and financial information to other systems, thus increasing our operational expense as well as disrupting the management of our business operations.

Our Common Stock

Our Chairman and Chief Executive Officer owns a large percentage of our voting stock, which may allow him to have a significant influence on all matters requiringrequiring stockholder approval.

Mr. Dickerson Wright, our Chairman and Chief Executive Officer, beneficially owned 2,212,1851,727,328 shares, or approximately 20%10.9% of our common stock on a fully diluted basis as of March 9, 2018.February 16, 2024. Accordingly, Mr. Wright has the power to significantly influence the outcome of important corporate decisions or matters submitted to a vote of our stockholders, including decisions regarding mergers, going private transactions, and other extraordinary transactions, and to significantly influence the terms of any of these transactions. Although Mr. Wright owes our stockholders certain fiduciary duties as a director and an executive officer, Mr. Wright could take actions to address his own interests, which may be different from those of our other stockholders.

Commencing December 29, 2018, we will no longer be an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies will no longer apply.

We currently are an “emerging growth company”, as defined in the JOBS Act. As December 29, 2018 represents the last day of the fifth fiscal year following our IPO, we will therefore no longer qualify for such status commencing December 29, 2018. As an accelerated filer not entitled to emerging growth company status, we will be subject to certain disclosure requirements that are applicable to other public companies that have not been applicable to us as an emerging growth company, beginning with our Annual Report on Form 10-K filed for the fiscal year ending December 29, 2018. These requirements include, but are not limited to:

•

being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes Oxley Act;

•

being required to comply with any requirement that may be adopted by the Public Company Oversight Board regarding mandatory audit firm rotation or supplement to the auditor’s report providing additional information about the audit and the financial statements; and

•

disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

We will incur increased costs as a result of being a public company, and the requirements of being a public company may divert management’s attention from our business.

As a result of our initial public offering, we became a public company and our securities are listed on NASDAQ. As such, and particularly commencing December 29, 2018, when we will no longer be an emerging growth company, we are required to comply with laws, regulations, and requirements that we did not need to comply with as a private company, including certain provisions of the Sarbanes-Oxley Act and related SEC regulations, as well as the requirements of NASDAQ. Compliance with the requirements of being a public company have required us to increase our operating expenses in order to pay our employees, legal counsel, and accountants to assist us in, among other things, external reporting, instituting and monitoring a more comprehensive compliance and board governance function, establishing and maintaining internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, and preparing and distributing periodic public reports in compliance with our obligations under the federal securities laws. In addition, in connection with Section 404(a) of the Sarbanes-Oxley Act, management was required to deliver a report that assessed the effectiveness of our internal control over financial reporting beginning with the Annual Report on Form 10-K for the year ended December 31, 2014. However, in connection with Section 404(b) of the Sarbanes-Oxley Act, our auditors were not required to attest to our internal controls over financial reporting until such time as we no longer qualified as an emerging growth company under the JOBS Act. Due to our expected loss of emerging growth company status on December 29, 2018, we will be required to furnish a report by our management on our internal control over financial reporting, including an attestation report on internal control over financial reporting issued by our independent registered public accounting firm in our Annual Report on Form 10-K for the fiscal year ending December 29, 2018. To achieve compliance with Section 404 within the prescribed period, we are now and will be engaged in a process to document and evaluate our internal control over financial reporting, which could be costly and challenging. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required. As a result, our management’s attention might be diverted from other business concerns, which could have a material adverse effect on our business, prospects, financial condition, and results of operations. Furthermore, we might not be able to retain our independent directors or attract new independent directors for our committees.


Provisions in our charter documents and the DelawareDelaware General Corporation Law could make it more difficult for a third party to acquire us and could discourage a takeover and adversely affect existing stockholders.

Anti-takeover provisions in our certificate of incorporation and bylaws, and in the Delaware General Corporation Law, could diminish the opportunity for stockholders to participate in acquisition proposals at a price above the then-current market price of our common stock. For example, while we have no present plans to issue any preferred stock, our board of directors, without further stockholder approval, will be able to issuecould authorize the issuance of shares of undesignated preferred stock and fix the designation, powers, preferences, and rights and any qualifications, limitations, and restrictions of such class or series, which could adversely affect the voting power of your shares. In addition, ourOur bylaws willalso provide for an advance notice procedure for nomination of candidates to our board of directors that could have the effect of delaying, deterring, or preventing a change in control. Further, asAs a Delaware corporation, we are subject to provisions of the Delaware General Corporation Law regarding “business combinations,” which cancould deter attempted takeovers in certain situations. We may, in the future, consider adopting additional anti-takeover measures.situations which our company could adopt. The authority of our board of directors to issue undesignated preferred or other capital stock and the anti-takeover provisions of the Delaware General Corporation Law, as well as other current and any future anti-takeover measures adopted by us, may, in certain circumstances, delay, deter, or prevent takeover attempts and other changes in control of our company not approved by our board of directors.

shareholders.

Future issuances of our common stock pursuant to our equity incentive plan may have a dilutive effect on your investment and resales of such shares may adversely impact the market price of our common stock.

As of December 30, 2017,2023, we have registered an aggregate of 1,733,2992,295,604 shares of common stock reserved under Registration Statements on Form S-8 and we may file additional Registration Statements on Form S-8 to register additional shares reserved under our equity incentive plan or employee stock purchase plan. Issuance of shares of common stock pursuant to our equity incentive plan or employee stock purchase plan may have a dilutive effect on our common stock. Also, all shares issued pursuant to a Registration Statement on Form S-8 can be freely sold in the public market upon issuance, subject to restrictions on our affiliates under Rule 144 promulgated by the SEC under the Securities Act of 1933, as amended. If a large number of these shares are sold in the public market, the sales may be viewed negatively by the market and adversely affect the market price of our common stock. 

We currently do not pay dividends and do not intend to pay dividends on our shares of common stock in the foreseeable future and, consequently, youryour only current opportunity to achieve a return on your investment is if the price of our shares appreciates.

We currently do not pay dividends and our credit agreement contains restrictions regarding the payment of dividends. Accordingly, we do not expect to pay dividends on our shares of common stock in the foreseeable future and intend to use cashcash to grow our business. Consequently, your only current opportunity to achieve a return on your investment in us will be if the market price of our common stock appreciates.

ITEM 1B.

UNRESOLVED STAFF COMMENTS.

ITEM 1B.    UNRESOLVED STAFF COMMENTS.
Not applicable.


32

ITEM 2.

PROPERTIES.


ITEM 1C.    CYBERSECURITY.
Cybersecurity Risk Management and Strategy
The identification and assessment of cybersecurity risk is integrated into our overall risk management systems and processes. We have an enterprise-wide information security program designed to identify, protect, detect, respond to, and manage reasonably foreseeable cybersecurity risks and threats. To protect our information systems from cybersecurity threats, we use various security tools that help prevent, identify, escalate, investigate, resolve, and recover from identified vulnerabilities and security incidents in a timely manner. These include, but are not limited to, internal reporting, monitoring, circulated advisories, detection tools, conducting employee training, monitoring emerging laws and regulation related to data protection and information security. We also maintain a third-party security program to further assist us with the identification, prioritization, assessment, mitigation, and remediation of third-party risks.
As part of our cybersecurity program, we regularly perform risk assessment of cybersecurity and technology threats and monitor our information systems for potential vulnerabilities. On a bi-weekly basis, we assess cybersecurity threats through a third-party cybersecurity vendor. We use a widely adopted risk quantification model to identify, measure, and prioritize cybersecurity and technology risks and develop security controls and safeguards. Security events and data incidents are evaluated, ranked by severity, and prioritized for response and remediation. Incidents are evaluated to determine materiality as well as operational and business impact and reviewed for privacy impact. We conduct regular reviews and tests of our information security program, tabletop exercises, penetration and vulnerability testing, simulations, and other exercises to evaluate the effectiveness of our information security program and improve our security measures and planning.
Our principal executive officessystems have experienced directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse, or theft of information. To date these incidents have not had a material impact on our service, systems, or business. For more information on how risks from identified cybersecurity threats have materially affected or are locatedreasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, refer to "Cybersecurity breaches of our systems and information technology could adversely impact our ability to operate" section included under Item 1A. Risk Factors included in approximately 11,700 square feetthis Annual Report on Form 10-K.
Cybersecurity Governance
Cybersecurity is an important part of office space thatour risk management processes and an area of focus for our Board and management. The Board oversees our annual enterprise risk assessment, where we lease at 200 South Park Road, Suite 350, Hollywood, Florida. assess key risks within the Company, including security and technology risks and cybersecurity threats. Our Audit Committee is responsible for the oversight of risks from cybersecurity threats. Members of the Audit Committee receive updates from senior management, including leaders from our Information Security, Compliance, and Legal teams regarding matters of cybersecurity. This includes various cybersecurity matters, including risk assessments, mitigation strategies, areas of emerging risks, incidents and industry trends, and other areas of importance. Our Board members also engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs. Our VP of Information Technology has over 25 years of industry experience involving information technology, including security, auditing, compliance, systems, and programming. Team members who support our cybersecurity program have relevant educational and industry experience.
ITEM 2.    PROPERTIES.
We lease office space in 89 locations around the world. In total,U.S. and internationally from which we provide our facilities contain approximately 491,000 square feet of office space and are subject to leases that expire through 2031. We do not own any real property. Our lease terms vary from month-to-month to multi-year commitments. We do not consider any of these leased properties to be materially important to us. While we believe it is necessary to maintain offices through which our services are coordinated, we feel there are an ample number of available office rental properties that could adequately serve our needs should we need to relocate or expand our operations.

The following table summarizes our ten most significant leased properties by location based on annual rental expense:

Location

Description

Reportable Segment

Hollywood, FL

Corporate Headquarters

Not Applicable

Sacramento, CA

Office Building

INF

San Diego, CA

Office Building

INF

Miami, FL 

Office Building

INF

Andover, MA

Office Building

BTS

Boston, MA

Office Building

BTS

Parsippany, NJ

Office Building

INF

Las Vegas, NV

Office Building

BTS

New York, NY

Office Building

INF

Richland, WA

Office Building

BTS

services.

ITEM 3.

LEGAL PROCEEDINGS.

From time to time, we are subject to various

ITEM 3.    LEGAL PROCEEDINGS.
For a description of our material pending legal proceedings, that arisesee Note 14, Commitments and Contingencies, in the normal course of our business activities. As ofNotes to the date ofConsolidated Financial Statements in this Annual Report on Form 10-K, we are not a party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our results of operations or financial position.

10-K.

ITEM 4.

MINE SAFETY DISCLOSURES

ITEM 4.    MINE SAFETY DISCLOSURES
None.



33


PART II

ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The following table sets forth, for the calendar quarter indicated, the high and low intraday sales prices of our

Holders
Our common stock as reportedis listed on the NASDAQ CapitalNasdaq Global Select Market forunder the periods indicated.

  

Common Stock

 

Fiscal 2017:

 

High

  

Low

 

First Quarter

 $41.80  $33.20 

Second Quarter

 $43.90  $35.35 

Third Quarter

 $56.60  $40.05 

Fourth Quarter

 $58.95  $49.06 

  

Common Stock

 

Fiscal 2016:

 

High

  

Low

 

First Quarter

 $27.49  $15.00 

Second Quarter

 $30.21  $24.03 

Third Quarter

 $37.00  $26.20 

Fourth Quarter

 $38.15  $24.57 

Holders

symbol NVEE. As of March 9, 2018,February 16, 2024, there were 5382,649 holders of record of our common stock. These numbers do not include beneficial owners whose shares are held in “street name.”

Dividends

We have not paid cash dividends on our common stock and our credit agreement contains restrictions regarding the payment of dividends. Accordingly, we do not expect to do so inpay any dividends on our common stock for the foreseeable future, as we intendintend to retain all earnings to provide funds for the operation and expansion of our business. The payment of cash dividends in the future, if any, will be at the discretion of our board of directors and will depend upon such factors as the extent to which our financing arrangements permit the payment of dividends, earnings levels, capital requirements, our overall financial condition, and any other factors deemed relevant by our board of directors.

Recent Sales of Unregistered Securities

All sales of unregisteredunregistered securities during the year ended December 31, 201630, 2023 were previously disclosed in a Quarterly Report on Form 10-Q or Current Report on Form 8-K except as follows:

         In October 2017,follows (amounts in thousands, except share data):

On November 14, 2023, as partial consideration for an acquisition we issued 23,822agreed to issue $300 of shares of our common stock as partial consideration for our acquisitionand $200 of JBA, pursuant to the provisions agreed to at the time of the acquisition. In December 2017, we issued 7,434 and 11,086additional shares of our common stock as partial consideration for our acquisition of Skyscene and for obligations regarding Hanna, respectively. We issued these shares in reliance upon Section 4(a)(2)based on the then-current market prices on the first anniversary of the Securities Act as a transaction by an issuer not involving a public offering. For a description of our acquisitions of JBA, Skyscene and Hanna, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation – Recent Acquisitions.

closing date.

Issuer Purchase of Equity Securities

None.


34

ITEM 6.    


SELECTED FINANCIAL DATA.

The following selected financial data was derived from our consolidated financial statements and provides summarized information with respect to our operations and financial position. The data set forth below should be read in conjunction with the information contained in Item 7, “Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations”, and our consolidated financial statements and the notes thereto contained in Item 8, “FinancialFinancial Statements and Supplementary Data” of, in this report.

  

Years Ended

 
  

December 30,

  

December 31,

  

December 31,

  

December 31,

  

December 31,

 

Statements of Operations Data

 

2017

  

2016

  

2015

  

2014

  

2013

 
  

(in thousands, except per share data)

 
                     

Gross revenues

 $333,034  $223,910  $154,655  $108,382  $68,232 
                     

Direct costs:

                    

Salaries and wages

  103,011   73,966   53,687   36,976   19,619 

Sub-consultant services

  50,171   31,054   21,394   15,996   12,337 

Other direct costs

  14,598   11,310   10,796   10,229   1,460 

Total direct costs

  167,780   116,330   85,877   63,201   33,416 
                     

Gross Profit

  165,254   107,580   68,778   45,181   34,816 
                     

Operating Expenses:

                    

Salaries and wages, payroll taxes and benefits

  86,222   55,586   34,731   22,887   19,373 

General and administrative

  26,747   19,351   11,930   8,865   6,708 

Facilities and facilities related

  12,589   8,012   4,950   3,198   3,325 

Depreciation and amortization

  13,128   6,228   3,468   1,988   1,514 

Total operating expenses

  138,686   89,177   55,079   36,938   30,920 
                     

Income from operations

  26,568   18,403   13,699   8,243   3,896 
                     

Other expense:

                    

Interest expense

  (1,935)  (257)  (212)  (274)  (263)

Total other expense

  (1,935)  (257)  (212)  (274)  (263)
                     

Income before income tax expense

  24,633   18,146   13,487   7,969   3,633 

Income tax expense

  (627)  (6,539)  (4,995)  (3,076)  (874)

Net income

 $24,006  $11,607  $8,492  $4,893  $2,759 
                     

Basic earnings per share

 $2.36  $1.27  $1.25  $0.96  $0.75 

Diluted earnings per share

 $2.23  $1.22  $1.18  $0.87  $0.70 
                     

Weighted average common shares outstanding:

                    

Basic

  10,178,901   9,125,167   6,773,135   5,102,058   3,660,289 

Diluted

  10,777,806   9,540,051   7,215,898   5,592,010   3,967,056 

Balance Sheet Data

 

December 30,

  

December 31,

  

December 31,

  

December 31,

  

December 31,

 
  

2017

  

2016

  

2015

  

2014

  

2013

 

Cash and cash equivalents

 $18,751  $35,666  $23,476  $6,872  $13,868 

Total assets

  305,780   221,486   111,769   55,390   44,875 

Long-term debt, including current portion

  70,447   34,835   11,986   8,132   6,820 

Total equity

  180,097   148,161   80,763   35,605   28,809 

Annual Report on Form 10-K.
Fiscal Year Ended
Statements of Operations DataDecember 30, 2023December 31, 2022January 1, 2022January 2, 2021December 28, 2019
(in thousands, except per share data)
Gross revenues$861,739 $786,778 $706,706 $659,296 $508,938 
Direct costs:
Salaries and wages215,608 186,806 175,047 176,865 153,023 
Sub-consultant services150,681 153,641 124,998 107,602 79,598 
Other direct costs65,088 60,357 47,347 40,291 30,935 
Total direct costs431,377 400,804 347,392 324,758 263,556 
Gross profit430,362 385,974 359,314 334,538 245,382 
Operating expenses:
Salaries and wages, payroll taxes, and benefits226,137 193,488 176,838 176,816 128,558 
General and administrative67,668 66,114 53,986 50,214 42,656 
Facilities and facilities related22,891 21,252 20,193 21,280 17,145 
Depreciation and amortization52,486 38,938 39,953 42,079 25,816 
Total operating expenses369,182 319,792 290,970 290,389 214,175 
Income from operations61,180 66,182 68,344 44,149 31,207 
Interest expense(12,970)(3,808)(6,239)(15,181)(2,275)
Income before income tax expense48,210 62,374 62,105 28,968 28,932 
Income tax expense(3,597)(12,401)(14,958)(7,950)(5,176)
Net income$44,613 $49,973 $47,147 $21,018 $23,756 
Basic earnings per share$2.96 $3.39 $3.34 $1.70 $1.96 
Diluted earnings per share$2.88 $3.27 $3.22 $1.65 $1.90 
Weighted average common shares outstanding:
Basic15,086,040 14,753,738 14,135,333 12,362,786 12,116,185 
Diluted15,474,326 15,260,186 14,656,381 12,713,075 12,513,034 
Comprehensive income:
Net income$44,613 $49,973 $47,147 $21,018 $23,756 
Foreign currency translation losses, net of tax(18)— — — — 
Comprehensive income$44,595 $49,973 $47,147 $21,018 $23,756 


35


Balance Sheet DataDecember 30, 2023December 31, 2022January 1, 2022January 2, 2021December 28, 2019
Cash and cash equivalents$44,824 $38,541 $47,980 $64,909 $31,825 
Total assets$1,170,592 $935,723 $961,943 $881,175 $893,137 
Total notes payable and other obligations$214,735 $54,849 $131,796 $307,522 $358,187 
Total equity$775,795 $694,240 $624,720 $394,069 $355,963 
36

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our financial condition and results of operations should be read together with the consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-lookingforward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in those forward-looking statements as a result of certain factors, including those described under “Item 1A. Risk Factors.”Dollar amountsamounts presented are in thousands,thousands, except per share data or where the context otherwise requires.

Overview

We are a provider of professionaltechnology, conformity assessment, consulting solutions, and technical engineering and consulting solutionssoftware applications to public and private sector clients. We focus on the infrastructure, energy,infrastructure, utility services, construction, real estate, environmental, and environmentalgeospatial markets. We primarily focus on the following business service verticals: construction quality assurance, infrastructure, energy, program management, and environmental solutions. Our primary clients include U.S. federal,Federal, state, municipal, and local government agencies, and military and defense clients. We also serve quasi-public and private sector clients from the education, healthcare, energy,utility services, and public utilities, including schools, universities, hospitals, health care providers, and insurance providers, large utility service providers, and large to small energy producers.

Key Trends, Developments and Challenges

Recent Acquisitions

The aggregate value of all consideration for our acquisitions consummated during fiscal years 2017, 2016 and 2015 was approximately $73,280, $59,050 and $23,800, respectively, before any fair value adjustments.

On December 22, 2017,providers.

Although we acquired certain assets of Skyscene, LLC (“Skyscene”), a California-based a premier aerial survey and mapping company that provides flight services using the latest drone technology. Skyscene operates fixed wing and multirotor UAV’s carrying the most advanced remote sensing equipment. The purchase price of this acquisition was $650 including $250 in cash and $400 in the Company’s common stock (7,434 shares) as of the closing date of the acquisition.

On September 6, 2017, we acquired all of the outstanding equity interests in Marron and Associates, Inc. (“Marron”), a leading environmental services firm with offices in Albuquerque and Las Cruces, New Mexico. Marron provides environmental planning, natural and cultural resources, environmental site assessment, and GIS services. Marron primarily servesanticipate public and privatequasi-public sector clients throughoutwill represent the Southwest, includingmajority of our revenues for the New Mexico Department of Transportation, Bureau of Land Management, Bureau of Indian Affairs, Federal Highway Administration, U.S. Department of Agriculture, U.S. Fish and Wildlife Service, and U.S. Forest Service. The purchase price of this acquisition is upforeseeable future, we intend to $990, paid with a combination of cash at closing, stock and future note payments.

On June 6, 2017, we acquired all of the outstanding equity interests in Richard D. Kimball Co. ("RDK"), an established leader in the provision of energy efficiency and mechanical, electric and pluming (MEP) services based in Boston, Massachusetts. In additioncontinue expanding our service offerings to MEP and fire protection services, RDK offers commissioning services, technology design services, and energy and sustainability services, including Whole Building Energy Modeling and ASHRAE Level Energy Audits, Green Building Certification, Energy Code Consulting, Carbon Emissions Management, and Renewable Energy Management. RDK primarily serves commercial, healthcare, science and technology, education, government, and transportation clients. The aggregate purchase price of this acquisition is up to $22,500, paid with a combination of cash at closing, stock and future note payments.

On May 4, 2017, we acquired all of the outstanding equity interests in Holdrege & Kull, Consulting Engineers and Geologists (“H&K”), a full-service geotechnical engineering firm based in Northern California. H&K provides services to public, municipal and special district, industrial, and private sector clients. The purchase priceHistorically, public and quasi-public sector clients have demonstrated greater resilience during periods of this acquisition is upeconomic downturns, while private sector clients have offered higher gross profit margin opportunities during periods of economic expansion.

Fiscal Year
We operate on a "52/53-week" fiscal year ending on the Saturday closest to $2,200, paid with a combination of cash, stock and future note payments.

On May 1, 2017, we acquired all of the outstanding equity interests in Lochrane Engineering Incorporated (“Lochrane”), an Orlando, Florida based civil engineering firm which specializesDecember 31st (whether or not in the provisionfollowing calendar year), with interim calendar quarters ending on the Saturday closest to the end of services on major roadway projects and its major clients include the Florida Department of Transportation and Florida’s Turnpike Enterprise. The aggregate purchase price of this acquisition is up to $4,940, paid with a combination of cash at closing and future note payments.


On April 14, 2017, we acquired all of the outstanding equity interests in Bock & Clark Corporation (“B&C”), an Akron, Ohio based surveying, commercial zoning, and environmental services firm. We believe that the acquisition of B&C will expand our cross-selling opportunities within our infrastructure engineering, surveying, and program management groups and with our financial and transactional real estate clients. The aggregate purchase price of this acquisition is up to $42,000, subject to customary closing working capital adjustments, funded entirely in cash.

On December 6, 2016, we acquired CivilSource, Inc. ("CivilSource"), an infrastructure engineering consulting firm based in Irvine, California. CivilSource's team of professionals specializessuch calendar quarter (whether or not in the provisionfollowing calendar quarter). As a result, fiscal 2023, 2022 and 2021 included 52 weeks.

Critical Accounting Policies and Estimates
Our critical accounting estimates are those we believe require our most significant judgments about the effect of comprehensive designmatters that are inherently uncertain. A discussion of our critical accounting estimates, the underlying judgments and program management services on roadway, highway,uncertainties used to make them and streets projects,the likelihood that materially different estimates would be reported under different conditions or using different assumptions is as well as water and wastewater, flood control, and facilities projects. The purchase pricefollows:
Revenue Recognition
In accordance with ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”), we recognize revenue to depict the transfer of this acquisition was up to $11,050, including $5,050 in cash; $3,500 in promissory notes (bearing interest at 3%), payable in four installments of $875, due on the first, second, third and fourth anniversaries of December 6, 2016, the effective date of the acquisition; $1,500 of the Company’s common stock (43,139 shares) issued as of the closing date; and $1,000 in cash, payable by January 31, 2018 should CivilSource achieve certain financial metrics for 2017.

On November 30, 2016, we acquired Hanna Engineering, Inc. ("Hanna”), a leading Northern California-based bridge and transportation program management firm. The purchase price of this acquisition was up to $10,000, including $4,500 in cash; $2,700 in promissory notes (bearing interest at 3%), payable in four installments of $675, due on the first, second, third and fourth anniversaries of November 30, 2016, the effective date of the acquisition; 18,197 shares of common stock representing $600; $1,200 of the Company’s common stock payable in two installments of $600, due on the first and second anniversaries of the acquisition; and $1,000 in cash, payable by January 31, 2018 should Hanna achieve certain financial metrics for 2017.

On October 26, 2016, we acquired J.B.A. Consulting Engineers, Inc. (“JBA”), a Las Vegas, Nevada-based MEP engineering, acoustics, technology, and fire protection consulting firm. The aggregate purchase price for this acquisition was $23,000, including cash in the aggregate amount of $12,000, 44,947 shares of common stock representing $1,400, and promissory notes in the aggregate principal amount of $7,000. The promissory notes are payable in five aggregate annual installments of $1,400 on each of October 26, 2017, 2018, 2019, 2020 and 2021. The promissory notes bear interest at the rate of 3.0% per annum. The purchase price also includes $2,600 of the Company’s common stock payable in two installments of $1,300, due on the first and second anniversaries of the acquisition.

On September 12, 2016, we acquired certain assets of Weir Environmental, L.L.C. (“Weir”), a New Orleans, Louisiana-based emergency remediation and environmental assessment firm. Weir also provides residential and commercial property loss consulting services. The purchase price of this acquisition was $1,000 including $300 in cash, $500 promissory note (bearing interest at 3.0%), payable in four installments of $125, due on the first, second, third and fourth anniversaries of September 12, 2016, the effective date of the acquisition (see Note 9 to our consolidated financial statements included elsewhere herein) and $200 of the Company’s common stock (6,140 shares) as of the closing date of the acquisition.

On May 20, 2016, we acquired Dade Moeller & Associates, Inc., a North Carolina corporation ("Dade Moeller"). Dade Moeller provides professional services in radiation protection, health physics, and worker safety to government and commercial facilities.  Dade Moeller's technical expertise includes radiation protection, industrial hygiene and safety, environmental services and laboratory consulting.  This acquisition expanded the Company’s environmental, health and safety services and allows the Company to offer these services on a broader scale within its existing network. The purchase price of this acquisition was $20,000 including $10,000 in cash, $6,000 in promissory notes (bearing interest at 3.0%), payable in four installments of $1,500, due on the first, second, third and fourth anniversaries of May 20, 2016, the effective date of the acquisition (see Note 9), $1,000 of the Company’s common stock (36,261 shares) as of the closing date of the acquisition, and $3,000 in stockgoods or a combination of cash and shares of the Company’s stock, at our discretion, payable in three installments of $1,000, due on the first, second and third anniversaries of May 20, 2016.

On February 1, 2016, we acquired Sebesta, Inc. (“Sebesta”), a St. Paul, Minnesota-based mechanical, electrical and plumbing (“MEP”) engineering and energy management company. Primary clients include federal and state governments, power and utility companies, and major educational, healthcare, industrial and commercial property owners throughout the United States. The purchase price of this acquisition was $14,000 paid from cash on hand. This acquisition expanded the Company’s MEP engineering and energy and allows the Company to offer these services on a broader scale within its existing network. In addition, this acquisition strengthens the Company’s geographic diversification and allows the Company to continue expanding its national footprint.


On July 1, 2015, we acquired NV5, Inc. (formerly known as The RBA Group, Inc., Engineers, Architects and Planners (“RBA”)), a New Jersey based infrastructure engineering firm focused on the provision of transportation engineering, planning, and construction inspection, environmental engineering, civil engineering, surveying, and architecture services to public and private clients throughouta customer at an amount that reflects the East Coastconsideration it expects to receive in exchange for a purchase price of up to $13,000. At closing, we (i) paid the RBA stockholders an aggregate of $8,000 in cash, less $1,900 held back to cover liabilities associated with RBA’s deferred compensation plan which was paid to the RBA stockholders in July 2015, and (ii) issued the RBA stockholders promissory notes in the aggregate principal amount of $4,000 (the “Notes”). The Notes are payable in four equal annual installments of $1,000 each beginning on July 1, 2016. The Notes bear interest at the rate of 3.0% per annum, payable at the time the principal payments are due, and contain such other terms as are customary for promissory notes of this type. In addition, we may also pay as consideration a non-interest bearing earn-out of up to $1,000, subject to the achievement of certain agreed upon financial metrics for the years ended 2016 and 2017. This additional earn-out consideration will be payable in cashthose goods or a combination of cash and shares of our common stock. Furthermore, at closing we assumed and paid off approximately $4,000 of RBA’s indebtedness.

 On June 24, 2015, we acquired certain assets of Allwyn Priorities, LLC. (“Allwyn”), an environmental services firm based in Phoenix, AZ, that specializes in environmental assessment, radon mitigation, NEPA planning and permitting, NQA-1 compliance, geotechnical engineering, construction materials testing and inspection, and water resources projects. The purchase price of up to $1,300 included up to $800 in cash and a $500 promissory note (bearing interest at 3.5%), payable in three installments of $167, due on the first, second and third anniversaries of June 24, 2015, the effective date of the acquisition.

On April 22, 2015, we acquired Richard J. Mendoza, Inc. (“Mendoza”), a San Francisco based program management firm, with seven offices throughout California, that specializes in the provision of construction program consulting services to public and private clients in the transportation and clean water/wastewater industries. The purchase price of up to $4,000 included up to $500 in cash, a $3,000 short- term promissory note, based on the collection of acquired accounts receivable and work in process, payable within one year, and a $500 promissory note (bearing interest at 3%), payable in two installments of $250, due on the first and second anniversaries of April 22, 2015, the effective date of the acquisition. In order to ultimatelyservices.

To determine the fair values of tangibleproper revenue recognition method, we evaluate whether two or more contracts should be combined and intangible assets acquired and liabilities assumed for Mendoza, we engaged a third party independent valuation specialist.

On January 30, 2015, we acquired NV5 Consultants, Inc. (formerly known as Joslin, Lesser & Associates, Inc.(“JLA”), a Massachusetts corporation, a program management and owner’s representation consulting firm that primarily services government owned facilities and public K through 12 school districts in the Boston, MA area. The purchase price of up to $5,500 included $2,250 in cash, a $1,250 promissory note (bearing interest at 3.5%), payable in four installments of $313, due on the first, second, third, and fourth anniversaries of January 30, 2015, the effective date of the acquisition, and $1,000 of our common stock (89,968 shares) as of the closing date of the acquisition. The purchase price also included a non-interest bearing earn-out of up to $1,000 payable in cash, notes and the Company’s common stock, subject to the achievement of certain agreed upon metrics for calendar year 2015. The earn-out of $1,000 is non-interest bearing and was recorded at its estimated fair value of $901, based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date.

These acquisitions expanded the Company’s INF and BTS services which allow NV5 Global to offer these services on a broader scale within its existing network. In addition, these acquisitions strengthen NV5 Global’s geographic diversification and allow the Company to continue expanding its national footprint.

Our acquisitions have had, or can be expected to have, a significant effect on the comparability of recent or future results of operations. All of our acquisitions have been accounted for as business combinationsone single contract and whether the results of operations of the acquisitions have been included in our consolidated results since the dates of the acquisitions.

U.S. Tax Reform

On December 22, 2017, the U.S. enacted tax legislation commonly referred to as the Tax Cuts and Jobs Act (“2017 Tax Reform”), which significantly revises the U.S. tax code by, among other things, lowering the corporate income tax rate from 35% to 21%; limiting the deductibility of interest expense; implementing a territorial tax system, and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. The 2017 Tax Reform is applicable to corporations beginning January 1, 2018.


In response to the enactment of U.S. tax reform, the SEC issued guidance to address the complexity in accountingcombined or single contract should be accounted for this new legislation. While the initial accounting for items under the new legislation is incomplete, the guidance allows us to recognize provisional amounts when reasonable estimates can be made or to continue to apply the prior tax law if a reasonable estimate of the impact cannot be made. The SEC has provided up to a one-year window for companies to finalize the accounting for the impacts of this new legislation and we anticipate finalizing our accounting during 2018.

While we anticipate further regulatory guidance to be issued that may require additional detailed analysis to assess the actual impact of the 2017 Tax Reform, we have evaluated and analyzed the impact of various provisions in the 2017 Tax Reform on its operations and financial statements and has reached the following preliminary conclusions:

•     The reduction in the U.S. corporate federal statutory tax rate from 35% to 21% requires a one-time revaluation of our net deferred tax liabilities to reflect the benefit of the lower tax rate.

•     We expects the benefit from applying the lower federal statutory tax rate to future U.S. earnings to be a material improvement to earnings per share and cash flow.

•    The 2017 Tax Reform requires a one-time tax on the “mandatory deemed repatriation” of accumulated foreign earnings as of December 30, 2017. We do not expect this provision to materially impact our financial results.

•     The 2017 Tax Reform contains many other complex provisions, such as limitations on the deductibility of interest expense and certain executive compensation. We do not expect these provisions to materially impact our financial results.

The ultimate impact of the 2017 Tax Reform may differ from these preliminary conclusions due to changes in interpretations and assumptions made by us as well as additional regulatory guidance that may be issued. At this time, we believe all preliminary conclusions reported are reasonably estimated but may adjust them over time as more information becomes available. Further adjustments, if any, will be recorded by us during the measurement period in 2018 as permitted by SEC Staff Accounting Bulletin 118, Income Tax Accounting Implications of the 2017 Tax Reform. The 2017 Tax Reform provides that the measurement period must be completed by December 22, 2018.

Components of Income and Expense

Revenues

We enter into contracts with our clients that contain two principal types of pricing provisions: cost-reimbursable and fixed-price.than one performance obligation. The majority of our 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.

Our performance obligations are satisfied as work progresses or at a point in time. Gross revenues from services transferred to customers over time accounted for 90%, 88%, and 90% of our revenues during fiscal years 2023, 2022, and 2021, respectively. For our cost-reimbursable contracts, that fall under the relatively low-risk subcategory ofrevenue is recognized over time and materials contracts.

Cost-reimbursable contracts. Cost-reimbursable contracts consist of two similar contract types: time and materials contracts and cost-plus contracts.

• 

Time and materials contracts are common for smaller scale professional and technical consulting and certification services projects. Under these types of contracts, there is no predetermined fee. Instead, we negotiate hourly billing rates and charge our clients based upon actual hours expended on a project. In addition, any direct project expenditures are passed through to the client and are typically reimbursed. These contracts may have an initial not-to-exceed or guaranteed maximum price provision.

Cost-plus contracts are the predominant contracting method used by U.S. federal, state, and local governments. Under these type contracts, we charge clients for its costs, including both direct and indirect costs, plus a negotiated fee. The total estimated cost plus the negotiated fee represents the total contract value.

• 

Lump-sum contracts typically require the performance of all of the work under the contract for a specified lump-sum fee, subject to price adjustments if the scope of the project changes or unforeseen conditions arise. Many of our lump-sum contracts are negotiated and arise in the design of projects with a specified scope and project deliverables. In most cases, we can bill additional fees if the construction schedule is modified and lengthened.

For fiscal years 2017, 2016 and 2015, cost-reimbursable contracts represented approximately 93%, 91% and 93%, respectively, of our total revenues.


Fixed-price contracts. Fixed-price contracts consist of the following:

• 

Fixed-unit price contracts typically require the performance of an estimated number of units of work at an agreed price per unit, with the total payment under the contract determined by the actual number of units performed.

For fiscal years 2017, 2016 and 2015, fixed-price contracts represented approximately 7%, 9% and 7%, respectively, of our total revenues.

Revenues from engineering services are recognized in accordance with the accrual basis of accounting. Revenues under cost-reimbursable contracts are recognized when services are performed or on the percentage-of-completion method. Revenues from fixed-price contracts are recognized on the percentage-of-completion method. Revenues recognized on the percentage-of-completion method are generally measured by theusing direct costs incurred to date as compared to estimated costs incurred which represents approximately 14%, 19% and 7% of revenues recognized during fiscal years 2017, 2016 and 2015, respectively.

Direct Costs of Revenues (excluding depreciation and amortization)

Direct costs of revenues consist primarily of that portion of technical and non-technical salaries and wages incurred in connection with fee generating projects. Direct costs of revenues also include production expenses, sub-consultant services, and other expenses that are incurred in connection with our fee generating projects. Direct costs of revenues exclude that portion of technical and non-technical salaries and wages related to marketing efforts, vacations, holidays, and other time not spent directly generating fees under existing contracts. Such costs are included in operating expenses. Additionally, payroll taxes, bonuses, and employee benefit costs for all of our personnel, facilities costs, and depreciation and amortization are included in operating expenses since no allocation of these costs is made to direct costs of revenues. We expense direct costs of revenues when incurred.

Operating Expenses

Operating expenses include the costs of the marketing and support staffs, other marketing expenses, management and administrative personnel costs, payroll taxes, bonuses and employee benefits for all of our employees and the portion of salaries and wages not allocated to direct costs of revenues for those employees who provide our services. Operating expenses also include facility costs, depreciation and amortization, professional services, legal and accounting fees, and administrative operating costs. We expense operating costs when incurred.

Jumpstart Our Business Startups Act of 2012

We are an emerging growth company within the meaning of the rules under the Securities Act, and we utilize certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies. For example, we did not have to provide an auditor’s attestation report on our internal controls in this Annual Report on Form 10-K for the year ended December 30, 2017 as otherwise required by Section 404(b) of the Sarbanes-Oxley Act. As December 29, 2018 represents the last day of the fifth fiscal year following our IPO, we will therefore no longer qualify for such status commencing December 29, 2018. As an accelerated filer not entitled to emerging growth company status, we will be subject to certain disclosure requirements that are applicable to other public companies that have not been applicable to us as an emerging growth company, including the provision of an auditor’s attestation report on our internal controls, beginning with our Annual Report on Form 10-K filed for the fiscal year ending December 29, 2018. The JOBS Act also permits us, as an “emerging growth company,” to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have chosen to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards when they are required to be adopted by issuers. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.


Critical Accounting Policies and Estimates

The discussion of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with GAAP. During the preparation of these financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results of our analysis form the basis for making assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and the impact of such differences may be material to our financial statements. The more significant estimates affecting amounts reported in the consolidated financial statements relate to the fair value estimates used in accounting for business combinations (including the valuation of identifiable intangible assets) and contingent consideration, fair value estimates in determining the fair value of the Company’s reporting units for goodwill impairment assessment, revenue recognition on the percentage-of-completion method, allowances for uncollectible accounts and provision for income taxes.

We believe that the following critical accounting policies involve our more significant judgments and estimates used in the preparation of our financial statements. For further information on all of our significant policies, see Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Revenue Recognition

Revenues from engineering services are recognized in accordance with the accrual basis of accounting. Revenues under cost-reimbursable contracts are recognized when services are performed and revenues from fixed-price contracts are recognized on the percentage-of-completion method, generally measured by the direct costs incurred to date as compared to the estimated total direct costs for each contract. Weperformance obligations because it depicts the transfer of control to the customer which occurs as we incur costs on its contracts. Contract costs include labor, sub-consultant services, and other direct costs (for example, third-party field labor, subcontractors, or the procurementcosts. Gross revenue from services transferred to customers at a point in time accounted for 10%, 12%, and 10% of materials or equipment) inour revenues during fiscal years 2023, 2022, and cost of revenue2021, respectively. Revenue from these contracts is recognized when the costscustomer obtains control of these itemsthe asset, which is generally upon delivery and acceptance by the customer of the reports and/or analysis performed.

37

Contract modifications are incurredcommon in the performance of our contracts. Contracts modified typically result from changes in scope, specifications, design, performance, sites, or period of completion. In most cases, contract modifications are for services that are not distinct, and, wetherefore, are responsibleaccounted for as part of the ultimate acceptabilityexisting contract.
Contract estimates are based on various assumptions to project the outcome of such costs. Recognition of revenue under this method isfuture events. These assumptions are dependent upon the accuracy of a variety of estimates, including engineering progress, achievement of milestones, labor productivity, and cost estimates. Due to uncertainties inherent in the estimation process, it is possible that actual completion costs may vary from estimates.

If estimated totaltotal costs on contracts indicate a loss or reduction to the percentage of revenuetotal contract revenues recognized to date, these losses or reductions are recognized in the period in which the revisions are determined.known. The cumulative effect of revisions to revenues, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, and anticipated losses and others are recorded on the cumulative catch-up basis in the period in which the revisions are identified and the loss can be reasonably estimated. Such revisions could occur in any reporting period and the effects on the results of operationoperations for that reporting period may be material depending on the size of the project or the adjustment.

Change orders During fiscal years 2023, 2022, and claims typically result from changes in scope, specifications, design, performance, materials, sites, or period of completion. Costs related to change orders and claims are recognized when incurred. Change orders are included in total estimated revenue when it is probable that the change order will result in an addition to the contract value and can be reliably estimated.

Federal Acquisition Regulations (“FAR”), which are applicable to our federal government contracts and may be incorporated in local and state agency contracts, limit the recovery of certain specified indirect costs on contracts. Cost-plus contracts covered by FAR or certain state and local agencies also may require an audit of actual costs and provide for upward or downward adjustments if actual recoverable costs differ from billed recoverable costs.

Unbilled work results when the appropriate revenue has been recognized when services are performed or based on the percentage-of-completion accounting method but the revenue recorded has not been billed due to the billing terms defined in the contract. Unbilled amounts as of the reporting date are included within accounts receivable in the accompanying consolidated balance sheets. In certain circumstances, the contract may allow for billing terms that result in2021 the cumulative amounts billed being in excess of revenues recognized. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized on these contracts as of the reporting date.

catch-up adjustments for contract modifications were not material.

Allowance for Doubtful Accounts

We record billed and unbilled receivables net of an allowanceallowance for doubtful accounts. The allowance is estimated based on management’s evaluation of the contracts involved and the financial condition of clients. Factors considered include, among other things, clientinclude:
•Client type (governmental or private client), historical
•Historical performance, historical
•Historical collection trends, and general
•General economic conditions.
The allowance is increased by our provision for doubtful accounts, which is charged against income. All recoveries on receivables previously charged off are credited to the accounts receivable recovery account and are included in income, while direct charge-offs of receivables are deducted from the allowance. Although we believe the allowance for doubtful accounts is sufficient, a decline in economic conditions could lead to the deterioration in the financial condition of our customers, resulting in an impairment of their ability to make payments, and additional allowances may be required that could materially impact our consolidated results of operations. Trade receivable balances carried by us are comprised of accounts from a diverse client base across a broad range of industries; however, there are concentrations of revenues and accounts receivable from California-based projects, government and government-related contracts, and one customer within the government sector.

industries.

Goodwill and Related Intangible Assets

Goodwill is the excess of consideration paid for an acquired entity over the amounts assigned to assets acquired, including other identifiable intangible assets and liabilitiesliabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performswe perform 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

We evaluate goodwill annually for impairment on an annual basisAugust 1, or whenever events or changes in circumstances indicate the asset may be impaired.impaired, using the quantitative method. An entity has the option to first assess qualitative factors to determine whether the existence of eventsevents 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: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 performingwe apply a one-step quantitative test and record the two-step quantitativeamount of goodwill impairment test is unnecessary. The two-step impairment test requires a comparisonas the excess of the carrying value of the assets and liabilities associated with a reporting unit, including goodwill, with theunit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determinesWe determine fair value through multiple valuation techniques, and weightsweight the results accordingly. NV5 Global is required to make certain subjectiveSubjective 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. If the carrying value of a reporting unit exceeds the fair value of the reporting unit, the Company would calculate the implied fair value of its reporting unit goodwill as compared to the carrying value of its reporting unit goodwill to determine the appropriate impairment charge, if any. The Company has elected to perform its annual goodwill impairment review on
On August 1, of each year. The Company conducts its2023, we conducted our annual impairment tests on the goodwill using the quantitative method of evaluating goodwill.

Based on the quantitative analyses, we determined the fair value of each of the reporting units exceeded its carrying value and therefore, there was no goodwill impairment. There were no indicators, events, or changes in circumstances that would indicate goodwill impairment for the period from August 2, 2023 through December 30, 2023.

Identifiable intangible assets primarily include customer backlog, customer relationships, trade names, non-compete agreements, and non-compete agreements.developed technology. Amortizable intangible assets are amortized on a straight-line basis over their estimated
38

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 compareswe compare 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.

An adjustment to the carrying value There were no indicators, events, or changes in circumstances that would indicate intangible assets were impaired during fiscal 2023.

In connection with an acquisition of goodwill and/ora business, we record identifiable intangible assets could materially impactacquired at their respective fair values as of the consolidated resultsdate of operations.

Contingent Consideration

acquisition. The corresponding fair value estimates for these assets acquired include projected future cash flows, associated discount rates used to calculate present value, asset life cycles, and customer retention rates. We use an independent valuation specialist to assist in determining the estimated fair values of earn-out arrangements are included as partassets acquired and liabilities assumed. The fair value calculated for intangible assets may change during the finalization of the purchase price ofallocation due to the acquired companies onestimates and assumptions used in determining their respective acquisition dates.  We estimatefair value. As a result, we may adjust the fair value of contingent earn-out payments as part of the initial purchase price and record the estimated fair value of contingent consideration as a liability on the consolidated balance sheet. Changes in the estimated fair value of contingent earn-out payments are included in General and Administrative expenses on the Consolidated Statements of Net Income and Comprehensive Income.

Several factors are considered when determining contingent consideration liabilitiesprovisional amounts recorded for certain items as part of the purchase price including whether (i)allocation subsequent to the valuationacquisition, not to exceed one year after the acquisition date, until the purchase accounting allocation is finalized.

Recent Acquisitions
The aggregate value of all consideration for our acquisitions consummated during 2023, 2022, and 2021 was approximately $224,417, $14,220, and $100,449, respectively. The net assets acquired during 2023, 2022, and 2021 were $100,741, $2,944, and $54,647, respectively, while the gross revenues associated with these acquisitions (from their respective dates of acquisition) were $96,314, $5,211 and $29,965, respectively.
2023 Acquisitions
On April 6, 2023, we acquired all of the acquisitions is not supported solely byoutstanding equity interests in the initial consideration paid,Visual Information Solutions commercial geospatial technology and the contingent earn-out formulasoftware business ("VIS") from L3Harris. VIS is a criticalprovider of subscription-based software solutions for the analysis and material componentmanagement 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 the 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 11, 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 approachspecialist to determiningassist in the purchase price; and (ii) the former ownersdetermination 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, and deferred tax liabilities.
On February 22, 2023, we acquired companies that remain as key employees receive compensationall 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 $139,569, including $119,736 in cash, a $6,333 promissory note, and $13,500 of our common stock. The purchase price and other than contingent earn-out payments at a reasonable level comparedrelated costs associated with the compensationtransaction were financed through 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, and deferred tax liabilities.
We completed five other key employees.acquisitions during 2023. The contingent earn-out payments are not affected by employment termination.


We reviewaggregate purchase price for the five acquisitions was $9,477, including $8,000 in cash, $867 of our common stock, and re-assess thepotential earn-outs of up to $640 payable in cash and common stock, which have been recorded at an estimated fair value of contingent consideration liabilities on a quarterly basis, and the updated fair value could differ materially from the initial estimates. We measures contingent consideration recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified within Level 3, as defined in the accounting guidance. We use a$610. A probability-weighted discounted cash flow approach as a valuation techniquewas used to determine the fair value of the contingent consideration liabilities on the acquisition date and at each reporting period.earn-out, which is a generally accepted valuation technique that embodies all significant assumption types. The significant unobservable inputs used infinal determination of the fair value measurements are projections over the earn-out period, and the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent consideration liabilities. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and amount paid will be recorded in earnings. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in income from operations.

Income Taxes

We account for income taxes in accordance with ASC Topic No. 740 “Income Taxes” (“Topic No. 740”). Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposeswill be completed within the one-year measurement period as required by ASC 805. The five acquisitions will necessitate the use of this measurement period to adequately analyze and such amountsassess the factors used in establishing the asset and liability fair values as measured by tax laws. A valuation allowance against ourof the relevant acquisition date, including intangible assets, accounts receivable, and deferred tax liabilities.

39

2022 Acquisitions
We completed five acquisitions during 2022. The aggregate purchase price of the acquisitions was $14,220, including $5,882 in cash, $1,606 in promissory notes, $433 of our common stock, and potential earn-outs of up to $15,850 payable in cash and common stock, which were 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, 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 was completed within the one-year measurement period as required by ASC 805. Purchase price allocation adjustments recorded during 2023 were not material.
2021 Acquisitions
We completed eight acquisitions during 2021. The aggregate purchase price of the acquisitions was $100,449, including $69,501 of cash, $19,028 of promissory notes, $6,787 of our common stock, and potential earn-outs of up to $25,700 payable in cash and stock, which were recorded at an estimated fair value of $5,133. 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, 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 was completed within the one-year measurement period as required by ASC 805. Purchase price allocation adjustments recorded when itduring 2022 were immaterial.
Secondary Offering
On March 10, 2021, we priced an underwritten public offering of 1,612,903 shares of our common stock (the "Firm Shares") at a price of $93.00 per share. The shares were sold pursuant to an effective registration statement on Form S-3 (Registration No. 333-237167). In addition, we also granted the underwriters a 30-day option to purchase 241,935 additional shares (the "Option Shares") of our common stock at the public offering price. On March 15, 2021, we closed on the Firm Shares, for which we received net proceeds of approximately $140,693 after deducting the underwriting discount and estimated offering expenses payable by us. On April 13, 2021, the underwriters exercised the Option Shares and we received net proceeds of $21,150 after deducting the underwriting discount and estimated offering expenses payable by us.
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 18, Reportable Segments, in the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K.
Components of Income and Expense
Gross Revenues
We enter into contracts with our clients that contain two principal types of pricing provisions, representing a percentage of total revenue as shown below:
202320222021
Cost Reimbursable90%88%90%
Fixed-unit Price10%12%10%
40

Cost-reimbursable contracts. Cost-reimbursable contracts consist of the following:
•Time and materials contracts are common for smaller scale professional and technical consulting and certification services projects. Under these types of contracts, there is more likely than not that some portionno predetermined fee. Instead, we negotiate hourly billing rates and charge our clients based upon actual hours expended on a project. In addition, any direct project expenditures are passed through to the client and are typically reimbursed. These contracts may have an initial not-to-exceed or guaranteed maximum price provision.
•Cost-plus contracts are the predominant contracting method used by U.S. Federal, state, and local governments. Under these type contracts, we charge clients for its costs, including both direct and indirect costs, plus a negotiated fee. The total estimated cost plus the negotiated fee represents the total contract value.
•Lump-sum contracts typically require the performance of all of the deferred tax assets will not be realized. In determiningwork under the needcontract for a valuation allowance, management is requiredspecified lump-sum fee, subject to make assumptionsprice adjustments if the scope of the project changes or unforeseen conditions arise. Many of our lump-sum contracts are negotiated and to apply judgment, including forecasting future earnings, taxable income, and the mix of earningsarise in the jurisdictions in whichdesign of projects with a specified scope and project deliverables. In most cases, we operate. Management periodically assessescan bill additional fees if the need for a valuation allowance based on our currentconstruction schedule is modified and anticipated resultslengthened.
Fixed-unitprice contracts. Fixed-unit price contracts consist of operations. The need for and the amountfollowing:
•Fixed-unit price contracts typically require the performance of a valuation allowance can change in the near term if operating results and projections change significantly.

The Company recognizes the consolidated financial statement benefitan estimated number of a tax position only after determining that the relevant tax authority would more likely than not sustain the position followingunits of work at an audit. For tax positions meeting the more likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlementagreed price per unit, with the relevant tax authority. In evaluatingtotal payment under the amount, if any,contract determined by the actual number of units performed.

Revenues under cost-reimbursable contracts are recognized when services are performed or on the percentage-of-completion method. Revenues recognized on the percentage-of-completion method are generally measured by the direct costs incurred to date as compared to estimated costs incurred and represents approximately 50%, 44%, and 44% of revenues recognized during 2023, 2022, and 2021, respectively. Revenues from fixed-unit price contracts are recognized at a point in time.
Direct Costs of Revenues
Direct costs of revenues consist of the consolidated financial statement benefitfollowing in connection with fee generating projects:
•Technical and non-technical salaries and wages,
•Production expenses, including depreciation, and
•Sub-consultant services.
Operating Expenses
Operating expenses are expensed as incurred and include the following:
•Marketing expenses,
•Management and administrative personnel costs,
•Payroll taxes, bonuses, and employee benefits,
•Portion of a tax position, management is also requiredsalaries and wages not allocated to make assumptionsdirect costs of revenues,
•Facility costs,
•Depreciation and to apply judgment.

The Company applies the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. Our policy is to classify interestamortization,

•Professional services, legal and penalties as income tax expense. During the fourth quarter of 2017, we settled with the CFTBaccounting fees, and paid $839 for certain researchadministrative operating costs,
•Insurance costs, and development tax credits for the years 2005 through 2011. We are currently under examination by the CFTB regarding certain research and development tax credits generated for the years 2012 to 2014. Fiscal years 2012 through 2016 are considered open tax years in the State of California and 2014 through 2016 in the U.S. federal jurisdiction and other state jurisdictions. At December 30, 2017, the Company had $437 of unrecognized tax benefits.

•Information technology costs.

41


RESULTS OF OPERATIONS

Consolidated Results of Operations

The following table represents our condensed results of operations for the periods indicated (dollars in thousands):

  

Years Ended

 
  

December 30,

  

December 31,

  

December 31,

 
  

2017

  

2016

  

2015

 
             

Gross revenues

 $333,034  $223,910  $154,655 

Less sub-consultant services and other direct costs

  (64,769)  (42,364)  (32,190)
             

Net revenues (1)

  268,265   181,546   122,465 

Direct salary and wages costs

  (103,011)  (73,966)  (53,687)
             

Gross profit

  165,254   107,580   68,778 
             

Operating expenses

  138,686   89,177   55,079 
             

Income from operations

  26,568   18,403   13,699 
             

Interest expense

  (1,935)  (257)  (212)
             

Income tax expense

  (627)  (6,539)  (4,995)
             

Net income

 $24,006  $11,607  $8,492 

(1)

Net Revenues is not a measure of financial performance under GAAP. Gross revenues include sub-consultant costs and other direct costs which are generally pass-through costs. The Company believes that Net Revenues, which is a non-GAAP financial measure commonly used in our industry, which enhances investors’ ability to analyze our business trends and performance because it substantially measures the work performed by our employees.

Year

Fiscal Years Ended
December 30, 2023December 31, 2022January 1, 2022
Gross revenues$861,739 $786,778 $706,706 
Direct costs431,377 400,804 347,392 
Gross profit430,362 385,974 359,314 
Operating expenses369,182 319,792 290,970 
Income from operations61,180 66,182 68,344 
Interest expense(12,970)(3,808)(6,239)
Income tax expense(3,597)(12,401)(14,958)
Net income$44,613 $49,973 $47,147 

    Fiscal year ended December 30, 201730, 2023, compared to fiscal year ended December 31, 2016

2022

Grossand Net Revenues.

Revenues

Our consolidated gross revenues increased approximately $109,124by $74,961, or approximately 48.7% for fiscal year 201710%, in 2023 compared to fiscal year 2016. Our consolidated net revenues increased approximately $86,719 or approximately 47.8% for fiscal year 2017 compared to fiscal year 2016. The increases in gross and net revenues are due primarily to the contribution from various acquisitions completed during fiscal year 2017 as well as organic growth from our existing platform.2022. The increase in gross revenues for fiscal year 2017, includeswas primarily due to incremental gross revenues of $59,048 related to$100,489 from acquisitions closed during 2017. The increase in net revenues for fiscal year 2017, includes net revenuescompleted since the beginning of $45,193 related to acquisitions closed during 2017. Also contributing to the increase in net revenues for fiscal year 2017 is an increased utilization of our billable employees2022 and reduction of sub-consultants used to perform services in 2017. The growth in revenues was primarily attributable toorganic increases in energy distribution services; construction materials testing and engineering services; and program and construction management services. However, theour geospatial solution services of $9,981. These increases in gross and net revenues during fiscal year 2017 were partially offset by reductionsdecreases in revenues relatedour real estate transactional services of $20,986 driven by market reactions to increases in interest rates, decreases in our construction quality assurance practices of $5,903, and decreases in our liquefied natural gas business ("LNG") of $5,338 driven by project delays due to record rainfall in California and hurricanes affecting our Florida and Texas projects. We are currently unaware of any long-term delays in current projects and therefore are not anticipating such to influence future revenues. Such revenues could be affected by changes in economic conditions and the impact thereof on our public and quasi-public sector funded projects.

cycles.

Gross Profit.

Profit

As a percentage of gross revenues, our gross profit margin was 49.6%49.9% and 48.0%, for fiscal year 201749.1% in 2023 and 2016,2022, respectively. The improvedAs a percentage of gross profit margins were due primarily to reduction of sub-consultants used to perform services. Gross profit includesrevenues, sub-consultant services and other direct costs of contracts suchdecreased 2.0% and 0.1%, respectively. These decreases were partially offset by increases in direct salaries and wages as direct labor and all costs incurred in connection with and directly for the benefita percentage of client contracts. The level of direct costs of contracts may fluctuate between reporting periods due to a variety of factors, including the amount of sub-consultant costs we incur during a period. On those projects where we are responsible for subcontract labor or third-party materials and equipment, we reflect the amounts of such items in both gross revenues 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, civil program management services, and costs. To the extent that we incur a significant amount of pass-through costs in a period, our direct costs of contracts are likely to increase as well.

power delivery and utility services.

Operating expenses.

Our operating expenses increased approximately $49,508,$49,390, or 55.5% for fiscal year 201715.4%, in 2023 compared to 2016.2022. The increase in operating expenses was due primarily to integrationresulted from increased payroll costs and operatingof $32,649, amortization expenses of $20,822 associated with acquisitions closed during 2017. Also contributing$11,336, and general and administrative expenses of $1,554. The increase in payroll costs was primarily driven by an increase in employees as compared to the increase in operating expenses is the impact of operating expenses for the entire fiscalprior year 2017 related to 2016 acquisitions. During the fiscal year 2017, acquisition related expenses were approximately $1,398 compared to approximately $1,171 during 2016. Also contributing to the increase in operating costs is the increased amortization of intangible assets. During fiscal year 2017, amortization of intangible assets was approximately $10,310 compared to $4,549 fiscal year 2016. Operating expenses typically fluctuateperiod as a result of our 2022 and 2023 acquisitions, partially offset by a decrease of $5,205 due to changes in headcount (both corporateour paid time off policy during 2023. The increase in amortization expense was driven by acquisitions. The increase in general and field locations)administrative expenses was primarily due to incremental expenses from acquisitions of $7,245, increases in information technology costs of $1,803, and increases in professional fees of $1,311, partially offset by earn-out fair value adjustments of $9,280 during 2023 that decreased the amountcontingent consideration liability related to acquisitions compared to earn-out fair value adjustments of spending required$2,972 during 2022 that increased the contingent consideration liability related to support our professional services activities, which normally require additional overhead costs.

acquisitions.

42

Interest expense.

Expense

Our interest expense increased $1,678 for fiscal year 2017$9,162 in 2023 compared to 2016.2022. The increase in interest expense is due primarily to theresulted from a higher weighted average interest rate and an increase in outstanding borrowings during these periods.

our Senior Credit Facility indebtedness.

Income taxes.

taxes

Our consolidated effective income tax rate was 2.5%7.5% and 36.0% for fiscal year 201719.9% in 2023 and 2016,2022, respectively. The difference between thelower effective income tax rate and the combined statutoryis primarily due to an increase in federal and state income tax rate is principally due to the federal domestic production activities deduction and research and development credits. Furthermore, during fiscalcredits, including additional prior year 2017, the Company recorded a reduction in income tax expense of $1,016 relating to the income tax benefit received in conjunction with the vesting of restricted stock during the periods. In addition, during the fourth quarter of 2017, the Company recorded a non-cash adjustment of approximately $6,249 related to the remeasurement of deferred income tax assets and liabilities due to the 2017 Tax Reform discussed further below. Also contributing to the decrease in the effective tax rate for fiscal year 2017, is the lower effective tax rate applicable to the Company’s Asia operations.

On December 22, 2017, the U.S. enacted tax legislation commonly referred to as the Tax Cuts and Jobs Act (“2017 Tax Reform”), which significantly revises the U.S. tax code by, among other things, lowering the corporate income tax rate from 35% to 21%; limiting the deductibility of interest expense; implementing a territorial tax system, and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. We recorded a $6,249 non-cash discrete tax benefit in the fourth quarter of 2017, primarily as a result of revaluing deferred tax positions for the net impact of the reduction in the income tax rate. We are continuing our analysis of the effects this tax reform will havecredits claimed on the Company2022 federal and state tax returns, and an increase in future periods.

excess tax benefits from stock-based payments. See Note 1517, Income Taxes, of the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for further detail of income tax expense.

Year ended December 31, 2016

Net income
Our net income decreased $5,360, or 11%, in 2023 compared to year ended December 31, 2015

Gross2022. The decrease was primarily a result of increases in payroll costs of $32,649, amortization expenses of $11,336, interest expense of $9,162, and Net Revenues.

Our consolidatedgeneral and administrative expenses of $1,554, partially offset by an increase in gross revenues increased approximately $69,255 or approximately 44.8%,profit of $44,388 and a lower effective income tax rate.

For comparison of 2022 to 2021, see "Results of Operations - Consolidated Results of Operations" under Item 7 of Part II in our Annual Report on Form 10-K for the year ended December 31, 2016, compared to 2015. Our consolidated net revenues increased approximately $59,081 or approximately 48.2% for2022 filed with the year ended December 31, 2016, compared to 2015. The increases in gross and net revenues are due primarily to organic growth from our existing platform as well as the contribution from various acquisitions completed in 2015 and 2016. The increase in gross revenues for the year ended December 31, 2016, includes gross revenues of $46,172, related to acquisitions closed during 2016. The increase in net revenues for the year ended December 31, 2016, includes net revenues of $41,646, related to acquisitions closed during 2016. Also contributing to the increases in net revenues for the year ended December 31, 2016SEC on February 24, 2023, which discussion is an increased utilization of our billable employees and reduction of sub-consultants used to perform services in 2016. The growth in revenues was primarily attributable to increases in energy distribution services; construction materials testing and engineering services; and program and construction management services. However, the increases in gross and net revenues during the year ended December 31, 2016 were partially offsetexpressly incorporated herein by reductions in revenues related to the short-term project delays in from infrastructure projects and slowdown in our pipeline transmission business. We are currently unaware of any long-term delays in current projects and therefore are not anticipating such to influence future revenues. Such revenues could be affected by changes in economic conditions and the impact thereof on our public and quasi-public sector funded projects.

reference thereto.

Gross Profit.

As a percentage of gross revenues, our gross profit margin was 48.0% and 44.5%, for the years ended December 31, 2016 and 2015, respectively. The improved gross profit margins were due primarily to reduction of sub-consultants used to perform services. Gross profit includes direct costs of contracts such as direct labor and all costs incurred in connection with and directly for the benefit of client contracts. The level of direct costs of contracts may fluctuate between reporting periods due to a variety of factors, including the amount of sub-consultant costs we incur during a period. On those projects where we are responsible for subcontract labor or third-party materials and equipment, we reflect the amounts of such items in both gross revenues and costs. To the extent that we incur a significant amount of pass-through costs in a period, our direct costs of contracts are likely to increase as well.

Operating expenses.

Our operating expenses increased approximately $34,098, or 61.9% for the year ended December 31, 2016, compared to 2015. The increase in operating expenses was due primarily to integration costs from businesses acquired subsequent to December 31, 2015. The increases in operating expenses for the year ended December 31, 2016, include operating expenses of $22,765 related to acquisitions closed during 2016. During the year ended December 31, 2016, acquisition related expenses were approximately $1,171, compared to approximately $719 during year ended December 31, 2015. Also contributing to the increase in operating costs is the increased amortization of intangible assets. During the year ended December 31, 2016, amortization of intangible assets was approximately $4,549, compared to $2,624 during the year ended December 31, 2015. Operating expenses typically fluctuate as a result of changes in headcount (both corporate and field locations) and the amount of spending required to support our professional services activities, which normally require additional overhead costs. Therefore, when our professional services revenues increase or decrease, it is not unusual to see a corresponding change in operating expenses.

Income taxes.

Our consolidated effective income tax rate was 36.0% and 37.0% for the years ended December 31, 2016 and 2015, respectively. The difference between the effective tax rate and the combined statutory federal and state tax rate of 39.0% is principally due to the domestic production activities deduction and research and development credits.

Segment Results of Operations

The following tables set forth summarizedsummarize financial information concerning our reportable segments (dollars in thousands):

  

Year Ended

 
  

December 30,

  

December 31,

  

December 31,

 
  

2017

  

2016

  

2015

 

Gross revenues

            

INF

 $185,238  $159,514  $133,938 

BTS

 $152,304  $69,218  $21,979 
             
             

Segment income before taxes

         

INF

 $32,245  $27,688  $19,010 

BTS

 $21,018  $7,847  $6,181 

Fiscal Years Ended
December 30, 2023December 31, 2022January 1, 2022
Gross revenues
INF$374,986 $395,878 $383,725 
BTS222,804 232,577 185,995 
GEO263,949 158,323 136,986 
Total gross revenues$861,739 $786,778 $706,706 
Segment income before taxes
INF$65,608 $68,259 $71,838 
BTS$38,810 $43,810 $35,221 
GEO$51,633 $42,640 $33,027 
For additional information regarding our reportable segments, see Note 16 - "Reportable Segments" 18, Reportable Segments, of the "NotesNotes to Consolidated Financial Statements" includedStatements in Item 8.

this Annual Report on Form 10-K.

Fiscal Year 2017 compared Fiscal Year 2016

year ended December 30, 2023, compared to fiscal year ended December 31, 2022

INF Segment
Our gross revenues from INF reportable segment increased approximately $25,724,decreased $20,892, or 16.1%5%, during fiscal year 2017in 2023 compared to 2016.2022. The increase during fiscal year 2017 includes approximately $11,652 relateddecrease in gross revenues was primarily due to acquisitions closed during 2017.decreases in our construction quality assurance practices of $5,903, decreases in our LNG business of $5,338 driven by project cycles, decreases in our civil program management business of $4,727, and decreases in our power delivery and utility services of $5,078.
Segment income before taxes from INF decreased $2,651, or 4%, in 2023 compared to 2022. The increasedecrease was primarily due to decreased gross revenues.
43

BTSSegment
Our gross revenues from BTS decreased $9,773, or 4%, in 2023 compared to 2022. The decrease in gross revenues during fiscal year 2017 reflectswas primarily due to decreases in our real estate transactional services of $20,986 driven by market reactions to increases in energy distribution services, construction materials testing and transportation services,interest rates. These decreases were partially offset by reductionsincreases in our international engineering and consulting services of $6,947 and increases in our energy and technology services of $4,457.
Segment income before taxes from BTS decreased $5,000, or 11%, in 2023 compared to 2022. The decrease was primarily due to decreased gross revenues.
GEOSegment
Our gross revenues from GEO increased $105,626, or 67%, in 2023 compared to 2022. The increase was due to incremental gross revenues of $95,645 from acquisitions completed since the beginning of fiscal 2022 and $9,981 related to project delays due to record rainfall and hurricanes affectingorganic increases in our California, Florida and Texas projects.

geospatial business activity.

Segment Incomeincome before Taxes taxes from INFGEO increased $4,557,$8,993, or 16.5%21%, during fiscal year 2017in 2023 compared to 2016.2022. The increase was primarily due to increased revenues from organic growth, contributions from acquisitions completed in 2017 as well as a reductiongross revenues.
For comparison of sub-consultants used2022 to perform services.

Our gross revenues from BTS reportable segment increased approximately $83,086, or 120.0%, during fiscal year 2017 compared to 2016. The increase during fiscal year 2017 includes approximately $47,396 related to acquisitions closed during 2017. The growth in revenues from BTS was primarily attributable to increases in facilities program management and environmental services.

2021, see "Results of Operations - Segment Income before Taxes from BTS increased $13,171, or 167.8%, during fiscal year 2017 compared to 2016. The increase was primarily due to increased revenues from organic growth, contributions from acquisitions completed in 2017 as well as a reductionResults of sub-consultants used to perform services.

Fiscal Year 2016 compared to Fiscal Year 2015

Our gross revenues from INF reportable segment increased approximately $25,576, or 19.1% during fiscal year 2016 compared to 2015. The increase in revenues for fiscal year 2016 reflects increases in energy distribution services, construction materials testing and transportation services and the acquisitionOperations" under Item 7 of RBA in 2015, partially offset by reductions in gross revenues related to the slowdownPart II in our pipeline transmission business.

Segment Income before Taxes from INF increased $8,678, or 45.6% during fiscalAnnual Report on Form 10-K for the year 2016 compared to 2015. The increase was primarily due to increased revenues from organic growth, contributions from acquisitions completed in 2015 for a full period in 2016 as well as a reduction of sub-consultants used to perform services.

Our gross revenues from BTS reportable segment increased approximately $47,239, or 214.9% during fiscal year 2016 compared to 2015. The increase in revenues for fiscal year 2016 includes $45,070 related to acquisitions closed during 2016. Excluding revenues from acquisitions closed during 2016, our revenues from BTS increased approximately $2,169, or 9.9% for fiscal year 2016 compared to 2015. The growth in revenues from BTS was primarily attributable to increases in facilities program management services.

Segment Income Before Taxes from BTS increased $1,666, or 27.0% during fiscal year 2016 compared to 2015. The increase was primarily due to increased revenues from organic growth and fromended December 31, 2022, filed with the contributions from acquisitions completed in 2016.

SEC on February 24, 2023, which discussion is expressly incorporated herein by reference thereto.

LIQUIDITY AND CAPITAL RESOURCES

Our

Our principal sources of liquidity are our cash and cash equivalents balances, cash flowflows 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 flowflows 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.


Weresources and believe our experienced employeesthat there are no significant cash requirements currently known to us and management team are our most valuable resources. Attracting, training, and retaining key personnel have been and will remain critical to our success. To achieve our human capital goals, we intend to remain focused on providing our personnel with entrepreneurial opportunities to increase client contact within their areas of expertise and to expandaffecting our business withinthat cannot be met from our service offerings.

Cash Flows

Asreasonably expected future operating cash flows, including upon the maturity of December 30, 2017, our cash and cash equivalents totaled $18,751 and accounts receivable, net of allowance for doubtful accounts, totaled $110,087, compared to $35,666 and $75,511, respectively, on December 31, 2016. As of December 30, 2017, our accounts payable and accrued liabilities were $18,373 and $18,994, respectively, compared to $13,509 and $17,316, respectively, on December 31, 2016. In addition, as of December 30, 2017, we had notes payable and other obligations and contingent consideration of $68,557 and $1,890, respectively, compared to $32,396 and $2,439, respectively, on December 31, 2016.

the Senior Credit Facility in 2026.

Operating activities

During fiscal year 2017, net

Net cash provided by operating activities amountedwas $62,207 in 2023 compared to $17,625, primarily attributable to$93,980 in 2022. The decrease was a result of decreases in net income and increases in working capital and deferred income tax assets during 2023 compared to 2022. The changes in our working capital that contributed to decreased cash flows were primarily a result of $24,006, which included non-cash chargesincreases in unbilled receivables of $17,139 from stock based compensation$12,363 and depreciation and amortization, partially offset by decreases of $3,937 in accounts payable and accrued liabilities and anof $6,797. The increase in unbilled receivables was primarily due to timing of $14,713 in accounts receivable. During 2017, we made income tax payments of approximately $7,607.   

During fiscal year 2016, net cash provided by operating activities amounted to $15,213, primarily attributable to net income of $11,607, which included non-cash charges of $8,571 from stock based compensation and depreciation and amortization, and increases of $2,804project billing cycles. The decrease in accounts payable and accrued liabilities partially offset by anprimarily related to timing of payments. The increase of $7,681 in accounts receivable. During 2016, we madedeferred income tax paymentsassets was primarily driven by the Tax Cuts and Jobs Act, which eliminated the option to currently deduct research and development expenditures in the period incurred and requires taxpayers to capitalize and amortize such expenditures over five years pursuant to Section 174 of approximately $7,334.   

During fiscal year 2015, net cash provided by operating activities amounted to $5,972, primarily attributable to net income of $8,492, which included non-cash charges of $5,164 from stock based compensation and depreciation and amortization, and decreases of $2,351 in accounts payable and accrued liabilities partially offset by an increase of $4,846 in accounts receivable. During 2015, we made income tax payments of approximately $4,371.   

the Internal Revenue Code.

Investing activities

During fiscal year 2017,2023 and 2022, net cash used in investing activities amounted to $62,872, primarily resulting from cash used for our acquisitions (net of cash acquired) during 2017 of $60,633totaled $205,791 and the purchase of property and equipment of $2,239 for our ongoing operations.

During fiscal year 2016, net$21,510, respectively. The increase in cash used in investing activities amountedwas primarily a result of increased cash paid for acquisitions of $183,437.

Financing activities
Net cash flows provided by financing activities in 2023 was $149,855 compared to $46,796, primarily resulting from cash used for our acquisitions during 2016 of $45,811 and the purchase of property and equipment of $985 for our ongoing operations.

During fiscal year 2015, net cash flows used in investingfinancing activities amounted to $11,028, primarily resulting from cash used for our acquisitions during 2015 of $10,427 and the purchase of property and equipment of $601 for our ongoing operations.

Financing activities

During 2017, net$81,909 in 2022. The increase in cash provided by financing activities amounted to $28,332,was primarily due to proceeds from net borrowing under the a result of borrowings on our

44

Senior Credit Facility of $36,500 offset by$188,000 during 2023, a decrease in principal repaymentspayments on our Senior Credit Facility of $7,605 towards long-term debt$39,000, and $563 towards contingent consideration.

During 2016, neta decrease in note payable payments of $4,374.

For comparison of 2022 to 2021 cash provided by financing activities amounted to $43,773, primarily due toflows, see "Liquidity and Capital Resources - Cash Flows” under Item 7 of Part II in our Annual Report on Form 10-K for the net proceeds from the secondary offering of $47,146 and the unit warrant exercise of $1,008 offset by principal repayments of $4,594 towards long-term debt, $296 towards contingent consideration and $383 of debt issuance costs associatedyear ended December 31, 2022 filed with the Senior Credit Facility.

During 2015, net cash providedSEC on February 24, 2023, which discussions are expressly incorporated herein by financing activities amounted to $21,660, primarily due to the net proceeds from the secondary offering of $29,419 and the warrant exercise of $2,970 offset by principal repayments of $10,797 towards long-term debt, $533 towards the contingent obligation and $935 in stock repurchase obligations.

reference thereto.
Financing

Financing

SeniorCredit Facility

On August 13, 2021 (the "Closing Date"), we amended and restated our Credit Agreement (the "Second A&R Credit Agreement"), originally dated December 7, 2016 we entered into a Credit Agreement (the “Credit Agreement”)and as amended to the Closing Date, with Bank of America, N.A. (“("Bank of America”America"), as administrative agent, swingline lender and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”).letter of credit issuer, the other lenders party thereto, and certain of our subsidiaries as guarantors. Pursuant to the Second A&R Credit Agreement, Bankthe previously drawn term commitments of America agreed to be$150,000 and revolving commitments totaling $215,000 in the sole administrative agent for a five-year $80,000 Senior Secured Revolving Credit Facility (“Senior Credit Facility”aggregate were converted into revolving commitments totaling $400,000 in the aggregate. These revolving commitments are available through August 13, 2026 (the "Maturity Date") to us and together with PNC Bank, National Association and Regions Bank as the other lendersan aggregate amount of approximately $138,750 was drawn under the SeniorSecond A&R Credit Facility, has committedAmendment on the Closing Date to lendrepay previously existing borrowings under the term and revolving facilities prior to ussuch amendment and restatement. Borrowings under the Second A&R Credit Agreement are secured by a first priority lien on substantially all of the Seniorour assets. The Second A&R Credit Facility, subject to certain terms and conditions. MLPFS has undertaken to act as sole lead arranger and sole book manager for the Senior Credit Facility. In addition, the Senior Credit FacilityAgreement also includes an accordion feature permitting us to request an increase in the Seniorrevolving facility under the Second A&R Credit FacilityAgreement by an additional amount of up to $60,000. The Senior$200,000 in the aggregate. As of December 30, 2023 and December 31, 2022, the outstanding balance on the Second A&R Credit Facility includes a $5,000 sublimit for the issuance of standby letters of creditAgreement was $195,750 and a $15,000 sublimit for swingline loans. The proceeds of the Senior Credit Facility are intended to be used (i) to finance permitted acquisitions, (ii) for capital expenditures, and (iii) for general corporate purposes.

$33,750, respectively.

Borrowings under the Second A&R Credit Agreement arebear interest at variable rates which are, at our option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offeredeither Term SOFR (Secured Overnight Financing Rate) or Daily Simple SOFR, plus in each case an applicable ratemargin, or a base rate denominated in U.S. dollars. Interest rates areremain subject to change based on our Consolidated Senior Leverage Ratio (as defined in theconsolidated leverage ratio. As of December 30, 2023 our interest rate was 6.7%.
The Second A&R Credit Agreement).

The Senior Credit FacilityAgreement contains certain financial covenants includingthat require us to maintain a maximumconsolidated net leverage ratio (the ratio of 3.0:1 and minimumour 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 1.20:1. Furthermore,no less than 1.10 to 1.00 as of the Senior Credit Facility also contains financial reporting covenant provisions and other covenants, representations, warranties, indemnities, and eventsend of default that are customary for facilities of this type.any measurement period. As of December 30, 2017 and December 31, 2016,2023, we arewere in compliance with thesethe 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 reporting covenants.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 $758, $724, and $1,210 during 2023, 2022, and 2021, respectively.
45

Other Obligations
We have aggregate obligations related to acquisitions of $8,047, $4,459, and $3,985 due in fiscal 2024, 2025, and 2026, respectively. As of December 30, 2017 and December 31, 2016, the outstanding balance on the Senior Credit Facility was $36,500 and $0, respectively.

Note Payable

The note held by the seller of Nolte Associates Inc. (the “Nolte Note”) matured on July 29, 2017. The Nolte Note2023, our weighted average interest rate on other outstanding obligations was prime rate plus 1%, subject to a maximum rate of 7.0%3.5%. As of December 30, 2017 and December 31, 2016, the actual interest rate was 4.25%. Under the terms of the Nolte Note, as amended, we paid quarterly principal installments of approximately $100 plus interest. The Nolte Note was unsecured and we were permitted to make periodic principal and interest payments. As of December 30, 2017 and December 31, 2016, the outstanding balance on the Nolte Note was $0 and $278, respectively.

Other Obligations

On September 6, 2017, we acquired all of the outstanding equity interest in Marron. The purchase price allowed for the payment of $133 in shares of our common stock or a combination of cash and shares of our common stock, at our discretion, payable in two equal installments, due on the first and second anniversaries of September 6, 2017. The outstanding balance of this obligation was $133 and $0 as of December 30, 2017 and December 31, 2016, respectively.

On June 6, 2017, we acquired all of the outstanding equity interest in RDK. The purchase price allowed for the payment of $1,333 in shares of our common stock or a combination of cash and shares of our common stock, at our discretion, payable in two equal installments, due on the first and second anniversaries of June 6, 2017. The outstanding balance of this obligation was $1,333 and $0 as of December 30, 2017 and December 31, 2016, respectively.

On November 30, 2016, we acquired all of the outstanding equity interests of Hanna. The purchase price allowed for the payment of $1,200 in shares of our common stock or a combination of cash and shares of our common stock, at our discretion, payable in two installments of $600, due on the first and second anniversaries of November 30, 2016. The outstanding balance of this obligation was $600 and $1,200 as of December 30, 2017 and December 31, 2016, respectively.

On October 26, 2016, we acquired all of the outstanding equity interests of JBA. The purchase price allowed for the payment of $2,600 in shares of our common stock or a combination of cash and shares of our common stock, at our discretion, payable in two installments of $1,300, due on the first and second anniversaries of October 26, 2016. The outstanding balance of this obligation was $1,300 and $2,600 as of December 30, 2017 and December 31, 2016, respectively.

On May 20, 2016, the Company acquired all of the outstanding equity interests of Dade Moeller. The purchase price allowed for the payment of $3,000 in shares of our common stock or a combination of cash and shares of our common stock, at our discretion, payable in three installments of $1,000, due on the first, second and third anniversaries of May 20, 2016. The outstanding balance of this obligation was $2,000 and $3,000 as of December 30, 2017 and December 31, 2016, respectively.


Uncollateralized Promissory Notes

On September 6, 2017, we acquired all of the outstanding interests in Marron and Associates, Inc. (“Marron”), a leading environmental services firm in Albuquerque and Las Cruces, New Mexico. The purchase price included an uncollateralized $300 promissory note bearing interest at 3.0% (the “Marron Note”) payable in three installments of $100, due on the first, second and third anniversaries of September 6, 2017. The outstanding balance of the Marron Note was $300 and $0 as of December 30, 2017 and December 31, 2016, respectively.

On June 6, 2017, we acquired all of the outstanding equity interest in RDK. The purchase price included an uncollateralized $5,500 promissory note bearing interest at 3.0% (the “RDK Note”) payable in four installments of $1,375, due on the first, second, third and fourth anniversaries of June 6, 2017. The outstanding balance of the RDK Note was $5,500 and $0 as of December 30, 2017 and December 31, 2016, respectively.

On May 4, 2017, we acquired all of the outstanding equity interest in H&K. The purchase price included an uncollateralized $600 promissory note bearing interest at 3.0% (the “H&K Note”) payable in four installments of $150, due on the first, second, third and fourth anniversaries of May 4, 2017, the effective date of the acquisition. The outstanding balance of the H&K Note was $600 and $0 as of December 30, 2017 and December 31, 2016, respectively.

On May 1, 2017, we acquired all of the outstanding equity interest in Lochrane. The purchase price included an uncollateralized $1,650 promissory note bearing interest at 3.0% (the “Lochrane Note”) payable in four installments of $413, due on the first, second, third and fourth anniversaries of May 1, 2017, the effective date of the acquisition. The outstanding balance of the Lochrane Note was $1,650 and $0 as of December 30, 2017 and December 31, 2016, respectively.

On December 6, 2016, we acquired all of the outstanding interests of CivilSource. The purchase price included an uncollateralized $3,500 promissory note bearing interest at 3.0% (the “CivilSource Note”) payable in four installments of $875, due on the first, second, third and fourth anniversaries of December 6, 2016, the effective date of the acquisition. The outstanding balance of the CivilSource Note was $3,500 as of December 30, 2017 and December 31, 2016, respectively.

On November 30, 2016, we acquired all of the outstanding interests of Hanna. The purchase price included an uncollateralized $2,700 promissory note bearing interest at 3.0% (the “Hanna Note”) payable in four installments of $675, due on the first, second, third and fourth anniversaries of November 30, 2016, the effective date of the acquisition. The outstanding balance of the Hanna Note was $2,025 and 2,700 as of December 30, 2017 and December 31, 2016, respectively.

On October 26, 2016, we acquired all of the outstanding interests of JBA. The purchase price included an uncollateralized $7,000 promissory note bearing interest at 3.0% (the “JBA Note”) payable in five installments of $1,400, due on the first, second, third, fourth and fifth anniversaries of October 26, 2016, the effective date of the acquisition. The outstanding balance of the JBA Note was $5,600 and $7,000 as of December 30, 2017 and December 31, 2016, respectively.

On September 12, 2016, we acquired certain assets of Weir. The purchase price included an uncollateralized $500 promissory note bearing interest at 3.0% (the “Weir Note”) payable in four installments of $125, due on the first, second, third and fourth anniversaries of September 12, 2016, the effective date of the acquisition. The outstanding balance of the Weir Note was $375 and $500 as of December 30, 2017 and December 31, 2016, respectively.

On May 20, 2016, we acquired all of the outstanding equity interests of Dade Moeller. The purchase price included an aggregate of $6,000 of uncollateralized promissory notes bearing interest at 3.0% (the “Dade Moeller Notes”) payable in four equal payments of $1,500 each due on the first, second, third, and fourth anniversaries of May 20, 2016, the effective date of the acquisition. The outstanding balance of the Dade Moeller Notes was approximately $4,500 and $6,000 as of December 30, 2017 and December 31, 2016, respectively.

On July 1, 2015, we acquired all of the outstanding equity interests of RBA. The purchase price included an uncollateralized $4,000 promissory notes bearing interest at 3.0% (the “RBA Note”) payable in four equal payments of $1,000 each due on the first, second, third, and fourth anniversaries of July 1, 2015, the effective date of the acquisition. The outstanding balance of the RBA Note was $2,000 and $3,000 as of December 30, 2017 and December 31, 2016, respectively.


On June 24, 2015, we acquired certain assets of Allwyn. The purchase price included an uncollateralized $500 promissory note bearing interest at 3.5% (the “Allwyn Note”) that is payable in three equal payments of $167 each due on the first, second and third anniversaries of June 24, 2015, the effective date of the acquisition. The outstanding balance of the Allwyn Note was $166 and $333 as of December 30, 2017 and December 31, 2016, respectively.

On April 22, 2015, we acquired all of the outstanding equity interests of Mendoza. The purchase price included an uncollateralized $3,000 short-term promissory note, based on the collection of acquired accounts receivable and work in process, payable within one year, and an uncollateralized $500 promissory note bearing interest at 3% (the “Mendoza Note”) that is payable in two equal payments of $250 each due on the first and second anniversaries of April 22, 2015, the effective date of the acquisition. The outstanding balance of the Mendoza Note was $0 and $250 as of December 30, 2017 and December 31, 2016, respectively.

On January 30, 2015, we acquired all of the outstanding equity interests of JLA. The purchase price included an uncollateralized $1,250 promissory note bearing interest at 3.5% (the “JLA Note”) that is payable in four equal payments of $313 each due on the first, second, third, and fourth anniversaries of January 30, 2015, the effective date of the acquisition. The outstanding balance of the JLA Note was $625 and $938 of December 30, 2017 and December 31, 2016, respectively.

On November 3, 2014, we acquired certain assets of the Buric Companies. The purchase price included an uncollateralized, 3% interest bearing promissory note in the aggregate principal amount of $300 (the “Buric Note”). The note is payable in three equal payments of $100 due on the first, second and third anniversaries of November 3, 2014, the effective date of the acquisition. The carrying value of the Buric Note was $0 and $100 as of December 30, 2017 and December 31, 2016, respectively.

On March 21, 2014, we acquired all of the outstanding equity interests of NV5, LLC. The purchase price included an uncollateralized $3,000 promissory note bearing interest at 3.0% (the “AK Note”) that is payable in three equal payments of $1,000 each due on the first, second and third anniversaries of March 21, 2014, the effective date of the acquisition. The outstanding balance of the AK Note was $0 and $1,000 as of December 30, 2017 and December 31, 2016, respectively.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of December 30, 2017 and December 31, 2016.

Effects of Inflation

Based on our analysis of the periods presented, we believe that inflation has not had a material effect on our operating results. There can be no assurance that future inflation will not have an adverse impact on our operating results and financial condition.

Contractual Obligations and Commitments

The following table summarizes our contractual obligations as of December 30, 2017 (in thousands):     

      

Payments due by fiscal period

 
  

Total

  

Less than 1

Year

  

1-3 Years

  

3-5 Years

  

More than 5

Years

 

Notes Payable and Other Obligations

 $68,557  $11,127  $16,720  $40,710  $- 

Contingent consideration obligations

  1,890   977   650   263   - 

Operating lease obligations

  34,187   8,495   10,514   6,749   8,429 

Total contractual obligations

 $104,634  $20,599  $27,884  $47,722  $8,429 

Our accrued liabilities in the consolidated balance sheet include unrecognized tax benefits. As of December 30, 2017, we had unrecognized tax benefits of $437. At this time, we are unable to make a reasonably reliable estimate of the timing of settlements in individual years in connection with unrecognized tax benefit; therefore, such amounts are not included in the above table.


Recently Issued Accounting Pronouncements

For information on recently issued accounting pronouncements, see Note 13, Recently Issued Accounting Pronouncements, of the notesNotes to the consolidated financial statementsConsolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

ITEM7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks from transactions that are entered into during the normal course of business. We have not entered into derivative financial instruments for trading purposes. We have no significant market risk exposure to interest rate changes related to the promissory notes related to acquisitionfor acquisitions since these contain fixed interestrates. 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 Offeredeither Term SOFR (Secured Overnight Financing Rate) 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 December 30, 2017, the2023, there was $195,750 outstanding balance on the Senior Credit Facility was $36,500.Facility. A one percentage point change in the assumed interest rate of the Senior Credit Facility would change our annual interest expense by approximately $365$1,958 in 2017.

2023.

46


ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements:

 54

48

 55

50

 56

51

 57

52

 58

53

60

55


47



REPORTOFINDEPENDENTREGISTEREDPUBLICACCOUNTINGFIRM


To the Stockholders and the Board of Directors and Stockholders of NV5 Global, Inc.

Hollywood, Florida


Opinion on the Financial Statements


We have audited the accompanying consolidated balance sheets of NV5 Global, Inc. and subsidiaries (the “Company”"Company") as of December 30, 20172023 and December 31, 2016,2022, the related consolidated statements ofnetincome and comprehensive income, changes in stockholders’stockholders' equity, and cash flows, for each of the three years in the period ended December 30, 2017,2023, and the related notes (collectively referred to as the “financial statements”"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 30, 20172023 and December 31, 2016,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 30, 2017,2023, in conformity with accounting principles generally accepted in the United States of America.


We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion


These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and ExchangeExchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Percentage of Completion – Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company recognizes lump-sum contract revenue over the contract term (“over time”) as the work progresses, which is as services are rendered, because transfer of control to the customer is continuous. The Company’s revenues from lump-sum contracts are recognized on the percentage-of-completion method, based primarily on contract costs incurred to date compared to total estimated costs. The accounting for these contracts involves judgment, particularly as it relates to the process of estimating total costs and profit for each performance obligation. Direct costs are recognized as incurred, and revenues are determined by adding a proportionate amount of the estimated profit to the amount reported as direct costs.

48

We identified revenue on certain long-term lump-sum contracts identified through our risk assessment procedures as a critical audit matter because of the judgments necessary for management to estimate total costs and profit in order to recognize revenue for certain lump-sum contracts. This required extensive audit effort due to the long-term nature of certain lump-sum contracts and required a high degree of auditor judgment when performing audit procedures to audit management’s estimates of total costs and profit and evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s estimates of total costs and profit for each performance obligation used to recognize revenue for certain long-term lump-sum contracts included the following, among others:

•We tested the effectiveness of controls over lump-sum contract revenue, including management’s controls over the estimates of total costs and profit for performance obligations.

•We selected certain long-term lump-sum contracts and performed the following:

–Evaluated whether the contracts were properly included in management’s calculation of lump-sum contract revenue based on the terms and conditions of each contract, including whether continuous transfer of control to the customer occurred as progress was made toward fulfilling the performance obligation.

–Compared the revenue recognized to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers.

–Tested management’s identification of distinct performance obligations by evaluating whether the underlying services were highly interdependent and interrelated.

–Tested the accuracy and completeness of the costs incurred to date for each performance obligation.

–Evaluated the estimates of total cost and profit by:

–Evaluating management’s ability to achieve the estimates of total cost and profit by performing corroborating inquiries with the Company’s finance managers, project managers and engineers, and comparing the estimates to management’s work plans, project budgets, and change orders, as applicable.

–Comparing hours incurred subsequent to fiscal year end to the remaining hours management estimated as of fiscal year end.

–Comparing management’s estimates for the selected contracts to costs and profits of similar performance obligations, when applicable.

–Tested the mathematical accuracy of management’s calculation of revenue for each performance obligation.

•We evaluated management’s ability to estimate total costs and profits accurately by comparing actual costs and profits to management’s historical estimates for performance obligations that have been fulfilled.


/s/ Deloitte & Touche LLP

Certified Public Accountants


Miami, Florida

March 13, 2018

February 23, 2024

We have served as the Company'sCompany’s auditor since 2015.


49


NV5 Global, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

December 30, 2017

  

December 31, 2016

 
December 30, 2023December 30, 2023December 31, 2022

Assets

        

Current assets:

        
Current assets:
Current assets:

Cash and cash equivalents

 $18,751  $35,666 

Accounts receivable, net of allowance for doubtful accounts of $3,642 and $1,992 as of December 30, 2017 and December 31, 2016, respectively

  110,087   75,511 
Cash and cash equivalents
Cash and cash equivalents
Billed receivables, net
Unbilled receivables, net

Prepaid expenses and other current assets

  2,555   1,874 

Total current assets

  131,393   113,051 

Property and equipment, net

  8,731   6,683 
Right-of-use lease assets, net

Intangible assets, net

  65,754   40,861 

Goodwill

  98,899   59,380 

Other assets

  1,003   1,511 

Total Assets

 $305,780  $221,486 
        

Liabilities and Stockholders’ Equity

        
Liabilities and Stockholders’ Equity
Liabilities and Stockholders’ Equity
Liabilities and Stockholders’ Equity
Current liabilities:
Current liabilities:

Current liabilities:

        

Accounts payable

 $18,373  $13,509 
Accounts payable
Accounts payable

Accrued liabilities

  18,994   17,316 

Income taxes payable

  6,102   1,134 

Billings in excess of costs and estimated earnings on uncompleted contracts

  665   228 

Client deposits

  197   106 
Billings in excess of costs and estimated earnings on uncompleted contracts
Billings in excess of costs and estimated earnings on uncompleted contracts
Other current liabilities

Current portion of contingent consideration

  977   564 

Current portion of notes payable and other obligations

  11,127   10,764 

Total current liabilities

  56,435   43,621 

Contingent consideration, less current portion

  913   1,875 
Other long-term liabilities

Notes payable and other obligations, less current portion

  57,430   21,632 

Deferred income tax liabilities, net

  10,905   6,197 

Total liabilities

  125,683   73,325 
        

Commitments and contingencies

        
Commitments and contingencies
Commitments and contingencies
        

Stockholders’ equity:

        
Stockholders’ equity:
Stockholders’ equity:
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, 10,834,770 and 10,566,528 shares issued and outstanding as of December 30, 2017 and December 31, 2016, respectively

  108   106 
Preferred stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding
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, 15,895,255 and 15,523,300 shares issued and outstanding as of December 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

  125,954   118,026 
Accumulated other comprehensive income (loss)

Retained earnings

  54,035   30,029 

Total stockholders’ equity

  180,097   148,161 

Total liabilities and stockholders’ equity

 $305,780  $221,486 
Total stockholders’ equity
Total liabilities and stockholders’ equity

See accompanying notes to consolidated financial statements.


50


NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME
(in thousands, except share data)

 

Years Ended

 
 

December 30,

  

December 31,

  

December 31,

 
 

2017

  

2016

  

2015

 
            
Fiscal Years EndedFiscal Years Ended
December 30, 2023December 30, 2023December 31, 2022January 1, 2022

Gross revenues

 $333,034  $223,910  $154,655 
            

Direct costs (excluding depreciation and amortization):

            
Direct costs:
Direct costs:
Direct costs:
Salaries and wages
Salaries and wages

Salaries and wages

  103,011   73,966   53,687 

Sub-consultant services

  50,171   31,054   21,394 

Other direct costs

  14,598   11,310   10,796 
            

Total direct costs

  167,780   116,330   85,877 
            

Gross Profit

  165,254   107,580   68,778 
Gross profit
Gross profit
Gross profit
            

Operating Expenses:

            

Salaries and wages, payroll taxes and benefits

  86,222   55,586   34,731 
Operating expenses:
Operating expenses:
Operating expenses:
Salaries and wages, payroll taxes, and benefits
Salaries and wages, payroll taxes, and benefits
Salaries and wages, payroll taxes, and benefits

General and administrative

  26,747   19,351   11,930 

Facilities and facilities related

  12,589   8,012   4,950 

Depreciation and amortization

  13,128   6,228   3,468 

Total operating expenses

  138,686   89,177   55,079 
            

Income from operations

  26,568   18,403   13,699 
Income from operations
Income from operations
            
Interest expense
Interest expense

Interest expense

  (1,935)  (257)  (212)
            

Income before income tax expense

  24,633   18,146   13,487 
Income before income tax expense
Income before income tax expense

Income tax expense

  (627)  (6,539)  (4,995)

Net Income and Comprehensive Income

 $24,006  $11,607  $8,492 
Net income
            

Earnings per share:

            
Earnings per share:
Earnings per share:
Basic
Basic

Basic

 $2.36  $1.27  $1.25 

Diluted

 $2.23  $1.22  $1.18 
            

Weighted average common shares outstanding:

            
Weighted average common shares outstanding:
Weighted average common shares outstanding:
Basic
Basic

Basic

  10,178,901   9,125,167   6,773,135 

Diluted

  10,777,806   9,540,051   7,215,898 
Comprehensive income:
Comprehensive income:
Comprehensive income:
Net income
Net income
Net income
Foreign currency translation loss, net of tax
Comprehensive income

See accompanying notes to consolidated financial statements.


51


NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
 (in
(in thousands, except share data)

Common StockCommon StockAdditional Paid-In
Capital		Accumulated Other Comprehensive Income (Loss)Retained
Earnings		Total
Shares
Balance, January 2, 2021
Balance, January 2, 2021
Balance, January 2, 2021
Stock-based compensation
Restricted stock issuance, net
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation
Stock issuance for acquisitions
Proceeds from secondary offering, net of costs
Payment of contingent consideration with common stock
Net income
Balance, January 1, 2022
Stock-based compensation
Restricted stock issuance, net
Stock issuance for acquisitions
Stock issuance for acquisitions
Stock issuance for acquisitions
 

Common Stock

  

Additional

Paid-In

  

Retained

     
 

Shares

  

Amount

  

Capital

  

Earnings

  

Total

 

Balance, January 1, 2015

  5,754,959  $58  $25,617  $9,930  $35,605 
Net income
                    

Stock compensation

  -   -   1,696   -   1,696 
Net income
Net income
Balance, December 31, 2022
Stock-based compensation

Restricted stock issuance, net

  216,535   2   (2)  -   - 

Proceeds from secondary offering, net of costs

  1,644,500   16   29,403   -   29,419 

Proceeds from exercise of warrants, net of costs

  408,412   4   2,965   -   2,969 
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation

Stock issuance for acquisitions

  91,923   1   945   -   946 
Reclassification of liability-classified awards to equity-classified awards

Payment of contingent consideration with common stock

  8,298   -   100   -   100 

Tax benefit from stock based compensation

  -   -   1,536   -   1,536 
Other comprehensive income (loss)

Net income

  -   -   -   8,492   8,492 

Balance, December 31, 2015

  8,124,627  $81  $62,260  $18,422  $80,763 
                    

Stock compensation

  -   -   2,343   -   2,343 

Restricted stock issuance, net

  189,295   2   (2)  -   - 

Proceeds from secondary offering, net of costs

  1,955,000   20   47,126   -   47,146 

Proceeds from exercise of unit warrant, net of costs

  140,000   1   1,007   -   1,008 

Stock issuance for acquisitions

  148,651   2   4,238   -   4,240 

Tax benefit from stock based compensation

  -   -   892   -   892 

Payment of contingent consideration with common stock

  8,955   -   162   -   162 

Net income

  -   -   -   11,607   11,607 

Balance, December 31, 2016

  10,566,528  $106  $118,026  $30,029  $148,161 
                    

Stock compensation

  -   -   4,011   -   4,011 

Restricted stock issuance, net

  176,198   2   (2)  -   - 

Stock issuance for acquisitions

  90,324   -   3,856   -   3,856 

Payment of contingent consideration with common stock

  1,720   -   63   -   63 

Net income

  -   -   -   24,006   24,006 

Balance, December 30, 2017

  10,834,770  $108  $125,954  $54,035  $180,097 
Balance, December 30, 2023

See accompanying notes to consolidated financial statements.


52


NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in
(in thousands)

     

Years Ended

     
 

December 30, 2017

  

December 31, 2016

  

December 31, 2015

 

Cash Flows From Operating Activities:

            
Fiscal Years EndedFiscal Years Ended
December 30, 2023December 30, 2023December 31, 2022January 1, 2022
Cash flows from operating activities:
Net income
Net income

Net income

 $24,006  $11,607  $8,492 

Adjustments to reconcile net income to net cash provided by operating activities:

            

Depreciation and amortization

  13,128   6,228   3,468 
Depreciation and amortization
Depreciation and amortization
Non-cash lease expense

Provision for doubtful accounts

  586   138   164 

Stock based compensation

  4,011   2,343   1,696 
Stock-based compensation

Change in fair value of contingent consideration

  (832)  201   (335)

Loss on disposal property and equipment

  35   14   - 

Excess tax benefit from stock based compensation

  -   (892)  (1,536)
Gain on disposals of property and equipment
Other

Deferred income taxes

  (11,242)  (1,837)  (666)
Amortization of debt issuance costs

Changes in operating assets and liabilities, net of impact of acquisitions:

            

Accounts receivable

  (14,713)  (7,681)  (4,846)
Billed receivables
Billed receivables
Billed receivables
Unbilled receivables

Prepaid expenses and other assets

  295   920   601 

Accounts payable

  (1,495)  3,047   (3,830)

Accrued liabilities

  (2,442)  (243)  1,479 

Income taxes payable

  4,969   1,212   1,243 
Accrued liabilities and other long-term liabilities
Contingent consideration
Contingent consideration
Contingent consideration

Billings in excess of costs and estimated earnings on uncompleted contracts

  436   (65)  16 

Client deposits

  883   221   26 
Other current liabilities

Net cash provided by operating activities

  17,625   15,213   5,972 
            

Cash Flows From Investing Activities:

            
Cash flows from investing activities:
Cash flows from investing activities:
Cash flows from investing activities:

Cash paid for acquisitions (net of cash received from acquisitions)

  (60,633)  (45,811)  (10,427)
Cash paid for acquisitions (net of cash received from acquisitions)
Cash paid for acquisitions (net of cash received from acquisitions)
Proceeds from sale of assets

Purchase of property and equipment

  (2,239)  (985)  (601)

Net cash used in investing activities

  (62,872)  (46,796)  (11,028)
            

Cash Flows From Financing Activities:

            

Proceeds from borrowings from Senior Credit Facility

  47,000   -   - 

Proceeds from secondary offering

  -   51,319   32,068 
Cash flows from financing activities:
Cash flows from financing activities:
Cash flows from financing activities:
Borrowings from Senior Credit Facility
Borrowings from Senior Credit Facility
Borrowings from Senior Credit Facility
Proceeds from common stock offering

Payments of borrowings from Senior Credit Facility

  (10,500)  -   - 

Payments of secondary offering costs

  -   (4,173)  (2,649)

Exercise of warrants costs

  -   -   (216)

Payments on notes payable

  (7,605)  (4,594)  (10,797)

Payments of contingent consideration

  (563)  (296)  (533)

Excess tax benefit from stock based compensation

  -   892   1,536 
Payments of common stock offering costs

Payments of debt issuance costs

  -   (383)  - 

Payments on stock repurchase obligation

  -   -   (935)

Proceeds from exercise of unit warrant

  -   1,008   3,186 

Net cash provided by financing activities

  28,332   43,773   21,660 
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation
Net cash provided by (used in) financing activities
            
Effect of exchange rate changes on cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalents
            

Net (decrease) increase in Cash and Cash Equivalents

  (16,915)  12,190   16,604 
Net increase (decrease) in cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents – beginning of period

  35,666   23,476   6,872 

Cash and cash equivalents – end of period

 $18,751  $35,666  $23,476 

53

See accompanying notes to consolidated financial statements.


NV5 Global, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

 

Years Ended

 
 

December 30, 2017

  

December 31, 2016

  

December 31, 2015

 
Fiscal Years EndedFiscal Years Ended
December 30, 2023December 30, 2023December 31, 2022January 1, 2022

Supplemental disclosures of cash flow information:

            
Cash paid for interest
Cash paid for interest

Cash paid for interest

 $1,508  $272  $185 

Cash paid for income taxes

 $7,607  $7,334  $4,371 
            

Non-cash investing and financing activities:

            
Non-cash investing and financing activities:
Non-cash investing and financing activities:
Contingent consideration (earn-out)
Contingent consideration (earn-out)

Contingent consideration (earn-out)

 $908  $1,417  $1,307 

Notes payable and other obligations issued for acquisitions

 $9,371  $25,833  $9,250 

Stock issuance for acquisitions

 $3,856  $4,239  $946 
Reclassification of liability-classified awards to equity-classified awards
Finance leases

Payment of contingent consideration and other obligations with common stock

 $63  $162  $100 


See accompanying notes to consolidated financial statements.


54


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)


Note 1 - – Organization and Nature of Business Operations

Business

NV5 Global, Inc. and its subsidiaries (collectively, the “Company” or “NV5“NV5 Global”) is a provider of professionaltechnology, conformity assessment, consulting solutions, and technical engineering and consulting solutionssoftware applications to public and private sector clients in the infrastructure, energy,utility services, construction, real estate, environmental, and environmentalgeospatial markets, operating nationwide and abroad in Macau, Shanghai, Hong Kong, and the UAE.abroad. The Company’s clients include the U.S. federal,Federal, state and local governments, and the private sector. NV5 Global provides a wide range of services, including, but not limited to, planning, design, consulting, permitting, inspection and field supervision, testing inspection and certification, management oversight, forensic engineering, litigation support, condition assessment and compliance certification.

Significant Transactions

Acquisitions

The Company completed a number of acquisitions in 2017,2016 and 2015. The purpose of these acquisitions was to expand the Company’s infrastructure, environmental and project management services and allow NV5 Global to offer these services on a broader scale within its existing network. In addition, these acquisitions strengthen the Company’s geographic diversification and allow the Company to continue expanding its footprint. The acquisitions referenced above were accounted for as business combinations under the acquisition method of accounting. Under this method, the assets acquired, liabilities assumed and non-controlling interest, if any, were recorded in the Company’s consolidated financial statements at their respective fair values as of the acquisition dates, and the results of these acquisitions are included in the Company’s consolidated results from the respective dates of acquisition (see to:

●Utility services●Commissioning
●LNG services●Building program management
●Engineering●Environmental health & safety
●Civil program management●Real estate transaction services
●Surveying●Energy efficiency & clean energy services
●Construction quality assurance●Mission critical services
●Code compliance consulting●3D geospatial data modeling
●Forensic services●Environmental & natural resources
●Litigation support●Robotic survey solutions
●Ecological studies●Geospatial data applications & software
●MEP & technology design
Note 4).

Secondary offering

On May 13, 2016, the Company priced a secondary offering of 1,700,000 shares of the Company’s common stock (the “Firm Shares”). Each share was sold at an offering price of $26.25 per share. The shares sold were registered under the Securities Act of 1933, as amended (the “Securities Act”), on an effective registration statement on Form S-3 (Registration No.333-206644) pursuant to the Securities Act. In addition, the Company granted the underwriters of this secondary offering a 30-day option to purchase an additional 255,000 shares (the “Option Shares”) of common stock to cover over-allotments. On May 18, 2016, the Company closed on the Firm Shares, for which we received net proceeds of approximately $41,000 after deducting the underwriting discount and estimated offering expenses payable by the Company and issued 1,700,000 shares. On June 3, 2016, the Company closed on the full exercise of the Option Shares by the underwriters of the secondary offering with respect to an additional 255,000 shares of its common stock, for which we received net proceeds of approximately $6,200 after deducting the underwriters’ discount.

On May 22, 2015, the Company priced a secondary offering of 1,430,000 shares of the Company’s common stock. Each share was sold at an offering price of $19.50 per share. The shares sold were registered under the Securities Act of 1933, as amended (the “Securities Act”), on an effective registration statement on Form S-3 and an effective registration statement filed with the SEC on Form S-3MEF (Registration Nos. 333-198113 and 333-204362) pursuant to Rule 462(b) under the Securities Act. On May 28, 2015, the underwriters of the offering exercised their option to purchase up to an additional 214,500 shares, solely to cover over-allotments. The closing of the offering occurred, and was recorded, on May 28, 2015, upon which we received net proceeds of approximately $29,400 after deducting the underwriting discount and estimated offering expenses payable by the Company and issued 1,644,500 shares.

Warrant exercise

In conjunction with the Company’s initial public offering on March 26, 2013, the underwriter received a warrant to acquire up to 140,000 units (“Unit Warrant”).  Each of these units consisted of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at an exercise price of $7.80 per share, which warrant expires on March 27, 2018. On March 23, 2016, the underwriter paid $1,008 to the Company to exercise of the Unit Warrant.  On March 29, 2016, the Company delivered 140,000 shares of common stock to the underwriter, and, on May 5, 2016, the Company completed the exercise of the Unit Warrant by delivery of the underlying warrants. 


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

On January 5, 2015, in accordance with the amended and restated warrant agreements, the Company notified the holders of its outstanding public warrants that the Company had called its warrants for redemption. Each public warrant entitled the holder to purchase one share of the Company’s common stock at an exercise price of $7.80 per share. The public warrant holders had until February 4, 2015 to exercise their public warrants at $7.80 per share. The redemption resulted in 408,412, or approximately 99%, of the Company’s outstanding public warrants being exercised prior to the expiration time and generated cash proceeds of approximately $3,200. The remaining 4,002 public warrants that were not exercised by the expiration time were cancelled and redeemed for the sum of $0.01 per public warrant. In connection with the redemption of all outstanding public warrants, the trading of the Company’s public warrants was suspended and the warrants were delisted from NASDAQ.

Note 2 -– Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Fiscal Year

Effective March 7, 2017, the Audit Committee of our Board of Directors and the Board of Directors approved a change in our fiscal year-end and financial accounting cycle. With effect from January 1, 2017, the

The Company commenced reportingreports its financial results on a 52/53 week53-week fiscal year ending on the Saturday closest to December 31st (whether or not in the following calendar year), with interim calendar quarters ending on the Saturday closest to the end of such calendar quarter (whether or not in the following calendar quarter). As such, in calendar year 2017, the firsta result, fiscal quarter ended on April 1, 2017, the second fiscal quarter ended on July 1, 2017, the third fiscal quarter ended on September 30, 2017, 2023, 2022, and fiscal year 2017 ended on December 30, 2017.

2021 included 52 weeks.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on management’s most recent assessment of underlying facts and circumstances using the most recent information available. Actual results could differ significantly from these estimates and assumptions, and the differences could be material.

Estimates and assumptions are evaluated periodically and adjusted when necessary. The more significant estimates affecting amounts reported in the consolidated financial statements relate toinclude the fairfollowing:
•Fair value estimates used in accounting for business combinationscombinations including the valuation of identifiable intangible assets and contingent consideration, fair
55

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
•Fair value estimates in determining the fair value of the Company’sour reporting units for goodwill impairment assessment, revenue
•Revenue recognition on the percentage-of-completion method, allowancesover time, and
•Allowances for uncollectible accounts and provision for income taxes.

accounts.

Cash and Cash Equivalents

Cash and cash equivalents include cash on deposit with financial institutions and investments in high quality overnight money market funds, all of which have maturities of three months or less when purchased. The Company fromFrom time to time the Company may be exposed to credit risk with its bank deposits in excess of the Federal Deposit Insurance Corporation insurance limits and with uninsured money market investments. Management believes cash and cash equivalent balances are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Concentration of Credit Risk

Trade receivable balances carried by the Company are comprised of accounts from a diverse client base across a broad range of industries and are not collateralized. However, approximately 32%The Company did not have any clients representing more than 10% of our gross revenues during 2023, 2022, or 2021; however, 26%,34% 28% and 42%26% of the Company’s gross revenues for fiscal years 2017,20162023, 2022, and 2015,2021, respectively, are from California-based projects. The Company did not have any clients representing more than 10% of our gross revenues during 2017,2016 or 2015.During fiscal years 2017,20162023, 2022, and 20152021 approximately 68%,81% 64% and 60%65%, respectively, of our gross revenues waswere attributable to the public and quasi-public sector.Furthermore, approximately 73% and 71% of the Company’s accounts receivable as of December 30, 2017 and December 31, 2016 are from public and quasi-public projects. Management continually evaluates the creditworthiness of these and future clients and provides for bad debt reserves as necessary.


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

Fair Value of Financial Instruments

A financial instrument’s categorization within

Fair value is defined as the valuation hierarchyamount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories:
Level 1 measurements are based uponon unadjusted quoted prices in active markets for identical assets or liabilities that we have the lowest levelability to access. Valuation of inputthese items does not entail a significant amount of judgment. 
Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that isare not active or market data other than quoted prices that are observable for the assets or liabilities.
Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value measurement. The three levels of valuation hierarchy are defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

liabilities.

The Company considers cash and cash equivalents, accounts receivable, accounts payable, income taxes payable, accrued liabilities, and debt obligations to meet the definition of financial instruments. As of December 30, 2017 2023, and December 31, 2016, 2022, the carrying amount of cash and cash equivalents, accounts receivable, accounts payable, income taxes payable, and accrued liabilities approximate their fair value due to the relatively short period of time between their origination and their expected realization or payment. The carrying amounts of debt obligations approximate their fair values as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics.

Fair Value of Acquisitions
The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805,Business Combinations, in the accounting for its acquisitions, which requires recognition of the assets acquired and the liabilities assumed at their acquisition date fair values, separately from goodwill. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the tangible and identifiable intangible assets acquired and liabilities assumed. The allocation of the purchase price to identifiable intangible assets (customer relationships, customer backlog, trade name and non-compete) is based on valuations performed to determine the fair values of such assets as of the acquisition dates. Generally, the Company engages a third-partythird-party independent valuation specialist to assist in management’s determination of fair values of tangible and intangible assets acquired and liabilities assumed.assumed. The fair values of earn-out arrangements are included
56

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
as part of the purchase price of the acquired companies on their respective acquisition dates. The Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the consolidated balance sheet. Changes in the estimated fair value of contingent earn-out payments are included in General and Administrative expenses on the Consolidated Statements of Net Income and Comprehensive Income.

Several factors are considered when determining contingent consideration liabilities as part of the purchase price, including whetherwhether: (i) the valuation of the acquisitions is not supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (ii) the former owners of the acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of other key employees. The contingent earn-out payments are not affected by employment termination.

We review

The Company reviews and re-assessre-assesses the estimated fair value of contingent consideration liabilities on a quarterly basis, and the updated fair value could differ materially from the initial estimates. The Company measures contingent consideration recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified withinas Level 3 as defined in the accounting guidance. inputs. The Company generally uses a probability-weighted discounted cash flow approach as a valuation techniqueMonte Carlo simulation-based option pricing model, based on key inputs requiring significant judgments and estimates to determinebe made by the fair valueCompany, including projections of the contingent consideration liabilities on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are projectionsfuture earnings over the earn-out period, and the probability outcome percentages that are assigned to each scenario.period. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent consideration liabilities. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate onas of the acquisition date and amount paid will be recorded in earnings (seeearnings. See Note 10). Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in income from operations.

12, Contingent Consideration, for additional information regarding contingent consideration.

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

Property and Equipment

Property and equipment is stated at cost. Property and equipment acquired in a business combination is stated at fair value at the acquisition date. The Company capitalizes the cost of improvements to property and equipment that increase the value or extend the useful lives of the assets. Normal repair and maintenance costs are expensed as incurred. Depreciation and amortization is computed on a straight-line basis over the following estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the lesser of their estimated useful lives or the remaining terms of the related lease agreement.

Asset

Depreciation Period (in years)

Office furniture and equipment

54

Computer equipment

3

Survey and field equipment

5 - 15

Leasehold improvements

Lesser of the estimated useful lives or remaining term of the lease

Property and equipment balances are periodically reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. The Company has not recognized anDuring fiscal years 2023, 2022 and 2021, no impairment charge relating to property and equipment during fiscal years 2017,2016 and 2015.

was recognized.

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 resultingresulting 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

The Company evaluates goodwill annually for impairment on an annual basisAugust 1, or whenever events or changes in circumstances indicate the asset may be impaired.impaired, using the quantitative method. An entity has the option to first assess
57

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
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:include macroeconomic and industry conditions, cost factors, overall financial performance, and other relevant entity-specific events. If the entity determines that this threshold is met, then performing the two-stepCompany applies a one-step quantitative test and records the amount of goodwill impairment test is unnecessary. The two-step impairment test requires a comparisonas the excess of the carrying value of the assets and liabilities associated with a reporting unit, including goodwill, with theunit'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. NV5 Global is required to make certain subjectiveSubjective 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. If the carrying value of a reporting unit exceeds the fair value of the reporting unit, the Company would calculate the implied fair value of its reporting unit goodwill as compared to the carrying value of its reporting unit goodwill to determine the appropriate impairment charge, if any. The Company has elected to perform its annual goodwill impairment review on August 1 of each year. The Company conducts its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill.

Identifiable intangible assets primarily include customer backlog, customer relationships, tradetrade names, non-compete agreements, and non-compete agreements.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.The Company has not recognized
During fiscal years 2023, 2022 and 2021, no impairment chargescharge relating to goodwill and intangible assets historically and during fiscal years 2017,2016 and 2015.

was recognized. See Note 79, Goodwill and Intangible Assets, for further information on goodwill and identified intangibles.

Revenue Recognition
The Company utilizes the contract method under ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”), which allows companies to account for contracts on a contract-by-contract basis. For the Company's time and materials contracts, it applies the as-invoiced practical expedient, which permits us to recognize revenue as the right to invoice for services performed.
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 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 revenues from services transferred to customers over time accounted for 90%, 88%, and 90% of the Company’s revenues during fiscal years 2023, 2022, and 2021, respectively.
Gross revenues recognized under lump-sum contracts were $427,462, $343,538, and $309,624 during the fiscal years 2023, 2022, and 2021, respectively.
Gross revenues 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. Gross revenue from services transferred to customers at a point in time accounted for 10%, 12%, and 10% of the Company’s revenues during fiscal years 2023, 2022, and 2021, respectively.
As of December 30, 2023, the Company had $849,515 of remaining performance obligations, of which $673,235 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.

58


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

Earnings per Share

Basic earnings per share

Contract modifications are common in the performance of our contracts. Contracts modified typically result from changes in scope, specifications, design, performance, sites, or period of completion. In most cases, contract modifications are for services that are not distinct, and, therefore, are accounted for as part of the existing contract.
Contract estimates are based on various assumptions to project the outcome of future events. These assumptions are dependent upon the accuracy of a variety of estimates, including engineering progress, achievement of milestones, labor productivity, and cost estimates. Due to uncertainties inherent in the estimation process, it is calculated by dividing net income bypossible that actual completion costs may vary from estimates. If estimated total costs on contracts indicate a loss or reduction to the weighted average numberpercentage of common shares outstanding duringtotal contract revenues recognized to date, these losses or reductions are recognized in the period. Diluted earnings per share reflectsperiod in which the potential dilution thatrevisions are known. The effect of revisions to revenues, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, and anticipated losses are recorded on the cumulative catch-up basis in the period in which the revisions are identified and the loss can be reasonably estimated. Such revisions could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in any reporting period and the issuanceeffects on the results of common stockoperations for that then shared inreporting period may be material depending on the earningssize of the Company. In accordance withproject or the FASB ASC 260,Earnings per Share, the effect of potentially dilutive securities is not considered during periods of loss or if the effect is anti-dilutive. The weighted average number of shares outstanding in calculating basic earnings per share duringadjustment. During fiscal years 2017,20162023, 2022, and 2015 exclude 570,171,489,553 and 413,088 non-vested restricted shares, respectively, issued since 2010. These non-vested restricted shares are not included in basic earnings per share until2021 the vesting requirement is met. The weighted average numbercumulative catch-up adjustments for contract modifications were not material.
A significant amount of shares outstanding in calculating diluted earnings per share during fiscal years 2017,2016 and 2015 includes, if outstanding, non-vested restricted shares and units, issuable shares related to acquisitions, and the warrants associated with the Company’s initial public offering. In calculating diluted earnings per share during fiscal years 2017,2016 and 2015, there were no potentially anti-dilutive securities.

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 during fiscal years 2017,2016 and 2015:

  

Years Ended

 
  

December 30

  

December 31

  

December 31

 
  

2017

  

2016

  

2015

 

Numerator:

            

Net income – basic and diluted

 $24,006  $11,607  $8,492 
             

Denominator:

            

Basic weighted average shares outstanding

  10,178,901   9,125,167   6,773,135 

Effect of dilutive non-vested restricted shares and units

  326,319   213,907   332,014 

Effect of issuable shares related to acquisitions

  157,965   80,779   12,759 

Effect of warrants

  114,621   120,198   97,990 

Diluted weighted average shares outstanding

  10,777,806   9,540,051   7,215,898 

Revenue Recognition

revenues are derived under multi-year contracts. The Company enters into contracts with its clients that contain two principal types of pricing provisions: cost-reimbursable and fixed-price. The majority of the Company’s contracts are cost-reimbursable contracts that fall under the low-risk subcategory of time and materials contracts.

fixed-unit price.

Cost-reimbursable contracts. Cost-reimbursable contracts consist of the following:

•

Time and materials contracts are common for smaller scale professional and technical consulting and certification services projects. Under these types of contracts, there is no predetermined fee. Instead, the Company negotiates hourly billing rates and charges the clients based upon actual hours expended on a project. In addition, any direct project expenditures are passed through to the client and are typically reimbursed. These contracts may have an initial not-to-exceed or guaranteed maximum price provision.

•Time and materials contracts, which are common for smaller scale professional and technical consulting and certification services projects. Under these types of contracts, there is no predetermined fee. Instead, the Company negotiates hourly billing rates and charges the clients based upon actual hours expended on a project. In addition, any direct project expenditures are passed through to the client and are typically reimbursed. These contracts may have an initial not-to-exceed or guaranteed maximum price provision.

•Cost-plus contracts are the predominant contracting method used by U.S. federal,Federal, state, and local governments. Under these typetypes of contracts, the Company charges clients for its costs, including both direct and indirect costs, plus a negotiated fee. The total estimated cost plus the negotiated fee represents the total contract value.

•Lump-sum contracts typically require the performance of all of the work under the contract for a specified lump-sum fee, subject to price adjustments if the scope of the project changes or unforeseen conditions arise. Many of the Company’s lump-sum contracts are negotiated and arise in the design of projects with a specified scope and project deliverables. In most cases, we can bill additional fees if the construction schedule is modified and lengthened.

Fixed-price contracts.Fixed-price contracts consist of the following:

Fixed-unitprice contracts typically require the performance of an estimated number of units of work at an agreed price per unit, with the total payment under the contract determined by the actual number of units performed.


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

Revenues from engineering services are recognized in accordance with the accrual basis of accounting. Revenues under cost-reimbursable contracts are recognized when services are performed and revenues from fixed-price contracts are recognized on the percentage-of-completion method, generally measured by the direct costs incurred to date as compared to the estimated total direct costs for each contract. The Company includes other direct costs (for example, third party field labor, subcontractors, or the procurement of materials or equipment) in revenues and cost of revenue when the costs of these items are incurred, and the Company is responsible for the ultimate acceptability of such costs. Recognition of revenue under this method is dependent upon the accuracy of a variety of estimates, including engineering progress, achievement of milestones, labor productivity and cost estimates. Due to uncertainties inherent in the estimation process, it is possible that actual completion costs may vary from estimates.

If estimated total costs on contracts indicate a loss or reduction to the percentage of total contract revenues recognized to date, these losses or reductions are recognized in the period in which the revisions are known. The cumulative effect of revisions to revenues, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, anticipated losses and others are recorded in the period in which the revisions are identified and the loss can be reasonably estimated. Such revisions could occur in any reporting period and the effects on the results of operations for that reporting period may be material depending on the size of the project or the adjustment.

Change orders and claims typically result from changes in scope, specifications, design, performance, materials, sites, or period of completion. Costs related to change orders and claims are recognized when incurred. Change orders are included in total estimated contract revenues when it is probable that the change order will result in an addition to the contract value and can be reliably estimated.

Federal Acquisition Regulations (“FAR”), which are applicable to the Company’sCompany’s federal government contracts and may be incorporated in local and state agency contracts, limit the recovery of certain specified indirect costs on contracts. Cost-plus contracts covered by FAR or certain state and local agencies also may require an audit of actual costs and provide for upward or downward adjustments if actual recoverable costs differ from billed recoverable costs.

Unbilled work

Contract Balances
The timing of revenue recognition, billings, and cash collections results when the appropriate contract revenues has been recognized when services are performed or basedin billed receivables, unbilled receivables (contract assets), and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) on the percentage-of-completion accounting method but the revenue recorded has not beenConsolidated Balance Sheets.
Billed receivables, net represents amounts billed due to the billing terms defined in the contract. Unbilled amountsclients that remain uncollected as of the reporting datebalance sheet date. The amounts are stated at their estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is estimated based on management’s evaluation of the contracts involved and the financial condition of clients. Factors the Company considers include, but are not limited to:
•Client type (governmental or commercial client),
59

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
•Historical performance,
•Historical collection trends, and
•General economic conditions.
Billed receivables are generally collected within less than 12 months. The allowance is increased by the Company’s provision for doubtful accounts which is charged against income. All recoveries on receivables previously charged off are included in income, while direct charge-offs of receivables are deducted from the allowance.
Unbilled receivables, net represents recognized amounts pending billing pursuant to contract terms or accounts billed after period end, and are expected to be billed and collected within accounts receivablethe next 12 months. Generally, billing occurs subsequent to revenue recognition, resulting in the accompanying consolidated balance sheets. contract assets. Unbilled receivables (contract assets) are generally classified as current.
In certain circumstances, the contract may allow for billing terms that result in the cumulative amounts billed in excess of revenues recognized. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized on these contracts as of the reporting date.

This liability is generally classified as current. During fiscal 2023, the Company performed services and recognized $27,479 of revenue related to its contract liabilities that existed as of December 31, 2022.

Advertising

Advertising costs are charged to expense in the period incurred and amounted to $1,048,$500$2,767, $1,977, and $195$895 during fiscal years 2017,20162023, 2022, and 2015,2021, respectively, which isare included in General and Administrative Expenses on the accompanying Consolidated Statements of Net Income and Comprehensive Income.

Allowance for Doubtful Accounts

The Company records billed and unbilled receivables net of an allowance for doubtful accounts. The allowance is estimated based on management’s evaluation of the contracts involved and the financial condition of clients. Factors the Company considers include, but are not limited to: client type (governmental or commercial client), historical performance, historical collection trends and general economic conditions. The allowance is increased by the Company’s provision for doubtful accounts which is charged against income. All recoveries on receivables previously charged off are credited to the accounts receivable recovery account are included in income, while direct charge-offs of receivables are deducted from the allowance.

Leases

The Company’s office leases are classified as operating leases and rent expense is included in facilities and facilities related expense in the Company’s consolidated statements of net income and comprehensive income. Some lease terms include rent and other concessions and rent escalation clauses which are included in computing minimum lease payments. Minimum lease payments are recognized on a straight-line basis over the minimum lease term. The variance of rent expense recognized from the amounts contractually due pursuant to the underlying leases is included in accrued liabilities in the Company’s consolidated balance sheets.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic No.740 “Income Taxes” (“Topic No.740”). Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. A valuation allowance against the Company’s deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for a valuation allowance, management is required to make assumptions and to apply judgment, including forecasting future earnings, taxable income, and the mix of earnings in the jurisdictions in which the Company operates. Management periodically assesses the need for a valuation allowance based on the Company’s current and anticipated results of operations. The need for and the amount of a valuation allowance can change in the near term if operating results and projections change significantly.


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

The Company recognizes the consolidated financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely-than-notlikely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applies the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. The Company’sCompany’s policy is to classify interest and penalties as income tax expense.

Note 3 – RecentlyIssuedAccounting Pronouncements
Recently Adopted Accounting Pronouncements
None.
Accounting Pronouncements Not Yet Adopted
Segment Reporting
In November 2015, 2023, the FASB issued ASU 2015-17,Balance Sheet ClassificationNo. 2023-07, Improvements to Reportable Segment Disclosures ("ASU 2023-07"). This ASU updates reportable segment disclosure requirements by requiring disclosures of Deferred Taxessignificant reportable
60

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
segment expenses that are regularly provided to simplify the presentationChief Operating Decision Maker ("CODM") and included within each reported measure of deferred income taxes. The amendmentsa segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of the segment's profit or loss in this update require that deferred tax liabilitiesassessing performance and assetsdeciding how to allocate resources. This ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be classified as noncurrentapplied retrospectively to all prior periods presented in a classified statement ofthe financial position.statements. Early adoption is permitted. The Company adoptedis currently evaluating the impact of adopting ASU 2015-17 as of January 1, 2017 2023-07 and retrospectively applied ASU 2015-17expects it to all periods presented. The Company reclassified $2,173 of deferred tax assets from "Current assets" to "Non-current liabilities" on the result in additional disclosures when adopted.
Income Taxes
In December 31, 2016 Consolidated Balance Sheet.

Note 3–Recent Issued Accounting Pronouncements

In January 2017, 2023, the FASB issued ASU 2017-04,Intangibles-Goodwill and Other (Topic 350No. 2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09") Simplifying the Test for Goodwill Impairment.. This ASU eliminates Step 2 of the goodwill impairment test and simplifies how the amount of an impairment loss is determined. The updaterequires disaggregated information about a reporting entity's effective tax rate reconciliations as well as additional information on income taxes paid. This ASU is effective for public companies in the beginning of fiscal year 2020 and shall be applied on a prospective basis. The Company will adopt this ASU at the beginning of fiscal year 2020. The Company does not expect the impact of this ASU to be material to its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15,Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. This ASU clarifies guidance for cash flow classification to reduce current and potential future diversity in practice. The update is effective for public companies in the beginning of fiscal 2018. The amendments should be applied using a retrospective transition method to each period presented. For items that are impractical to apply the amendments retrospectively, they shall be applied prospectively as of the earliest date practicable. The Company will adopt this ASU at the beginning of fiscal year 2018. The Company does not expect the impact of this ASU to be material to its consolidated financial statements.

In March 2016, FASB issued Accounting Standards Update 2016-09,Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies the accounting for share-based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The Company adopted the requirements of ASU 2016-09 on January 1, 2017 on a prospective basis whichfor annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting ASU 2023-09 and expects it to result in additional disclosures when adopted.

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 a decreasethe issuance of common stock that then shared in income tax expensethe earnings of approximately $1,016 for 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 during fiscal year 2017.ASU 2016-09 requires excess tax benefits be presented within the statement of cash flows as an operating activity rather than as a financing activityyears 2023, 2022, and excess tax benefits to be excluded from the assumed future proceeds2021 exclude 689,360, 742,671, and 777,683 non-vested restricted shares, respectively. During fiscal 2023, 2022, and 2021 there were 19,290, 25,979, and 7,448 weighted average securities which are not included in the calculation of diluted shares.

In February 2016, FASB issued ASU 2016-02,Leases. ASU 2016-02requires lessees to recognize, inweighted 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 balance sheet, a liability to make lease paymentsnet income and a right-of-use asset representingweighted average shares outstanding for the right to use the underlying asset over the lease term. The amendments in this accounting standard update are to be applied using a modified retrospective approachcalculation of basic and are effective fordiluted earnings per share during fiscal years beginning after December 15, 2018. We are currently evaluating the requirements of ASU 2016-022023, 2022 and its impact on the consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09,Revenue from Contracts with Customers. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to acustomer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU was originally effective for annual reporting periods beginning after December 15, 2016 and early adoption is permitted as of the original effective date. Companies may use either a full retrospective or a modified retrospective approach to adopt this ASU. In July 2015, FASB voted to approve a one-year deferral of the effective date to December 31, 2017 for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. As a result, ASU 2014-09 becomes effective for us in the first quarter of our fiscal year 2018. The Company decided to adopt this standard under the modified retrospective approach. The Company identified various revenue types by services, contracts, clients and billings. The Company reviewed its contracts in the various revenue types to isolate those that will be significantly impacted as well as to identify the relevant revenue types for disaggregated disclosure. The Company expects its revenue recognition policies to remain substantially unchanged as a result of adoption ASU No.2014-09. Adoption of ASU 2014-09 will not have a material impact on the Company’s consolidated net income, financial position, cash flows, disclosures, information technology systems and internal controls.

2021:
Fiscal Years Ended
December 30, 2023December 31, 2022January 1, 2022
Numerator:
Net income – basic and diluted$44,613 $49,973 $47,147 
Denominator:
Basic weighted average shares outstanding15,086,040 14,753,738 14,135,333 
Effect of dilutive non-vested restricted shares and units363,759 490,981 498,116 
Effect of issuable shares related to acquisitions24,527 15,467 22,932 
Diluted weighted average shares outstanding15,474,326 15,260,186 14,656,381 


61


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

Note 45 – Stockholders' Equity

Secondary offering
On March 10, 2021, the Company priced an underwritten public offering of 1,612,903 shares of its common stock (the "Firm Shares") at a price of $93.00 per share. The shares were sold pursuant to an effective registration statement on Form S-3 (Registration No. 333-237167). In addition, the Company also granted the underwriters a 30-day option to purchase 241,935 additional shares (the "Option Shares") of its common stock at the public offering price. On March 15, 2021, the Company closed on the Firm Shares, for which it received net proceeds of approximately $140,693 after deducting the underwriting discount and estimated offering expenses payable by the Company. On April 13, 2021, the underwriters exercised the Option Shares and the Company received net proceeds of $21,150 after deducting the underwriting discount and estimated offering expenses payable by the Company.
Note 6 – Business Acquisitions

2023 Acquisitions
On December 22, 2017, we acquired certain assets of Skyscene, LLC (“Skyscene”), a California-based a premier aerial survey and mapping company that provides flight services using the latest drone technology. Skyscene operates fixed wing and multirotor UAV’s carrying the most advanced remote sensing equipment. The purchase price of this acquisition was $650 including $250 in cash and $400 in the Company’s common stock (7,434 shares) as of the closing date of the acquisition.

On SeptemberApril 6, 2017, the Company acquired all of the outstanding equity interests in Marron and Associates, Inc. (“Marron”), a leading environmental services firm with offices in Albuquerque and Las Cruces, New Mexico. Marron provides environmental planning, natural and cultural resources, environmental site assessment, and GIS services. Marron primarily serves public and private clients throughout the Southwest, including the New Mexico Department of Transportation, Bureau of Land Management, Bureau of Indian Affairs, Federal Highway Administration, U.S. Department of Agriculture, U.S. Fish and Wildlife Service, and U.S. Forest Service. The purchase price of this acquisition is up to $990 including $400 in cash, $300 in promissory notes (bearing interest at 3.0%), payable in three installments of $100, due on the first, second and third anniversaries of September 6, 2017, the effective date of the acquisition (see Note 9), $67 of the Company’s common stock (1,510 shares) as of the closing date of the acquisition and $133 in stock or a combination of cash and shares of the Company’s stock, at its discretion, payable in two equal installments, due on the first and second anniversaries of September 6, 2017.The purchase price also included an earn-out of $90, subject to the achievement of certain agreed upon metrics for calendar year 2017. The note and the earn-out are due to a related party individual who became an employee of the Company upon the acquisition.The Company internally determined the preliminary fair values of tangible and intangible assets acquired and liabilities assumed. The Company expects to finalize the purchase price allocation with respect to this transaction by the end of the second quarter of 2018.

On June 6, 2017, 2023, the Company acquired all of the outstanding equity interests in Richard D. Kimball Co.the Visual Information Solutions commercial geospatial technology and software business ("RDK"VIS"), an established leader in from L3Harris. VIS is a provider of subscription-based software solutions for the provisionanalysis and management of energy efficiencysoftware applications and mechanical, electric and plumbing (MEP) services based in Boston, Massachusetts. In addition to MEP and fire protection services, RDK offers commissioning services, technology design services, and energy and sustainability services, including Whole Building Energy Modeling and ASHRAE Level Energy Audits, Green Building Certification, Energy Code Consulting, Carbon Emissions Management, and Renewable Energy Management. RDK primarily serves commercial, healthcare, science and technology, education, government, and transportation clients.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 this acquisition is up to $22,500, subject to customary closing working capital adjustments, including $15,000 in cash, $5,500 in promissory notes (bearing interest at 3.0%)America, N.A. and other lenders party thereto. See Note 11, Notes Payable and Other Obligations, payable in four installments of $1,375, duefor further detail on the first, second, third and fourth anniversaries of June 6, 2017 (see Note 9), $667 of the Company’s common stock (18,072 shares) as of the closing date of the acquisition, and $1,333 in stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in two equal installments, due on the first and second anniversaries of June 6, 2017. Second A&R Credit Agreement. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed, for RDK, wethe Company engaged a third-partyan 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, and deferred tax liabilities.

On May 4, 2017, February 22, 2023, the Company acquired all of the outstanding equity interests in Holdrege & Kull, Consulting EngineersContinental Mapping Acquisition Corp. and Geologists (“H&K”its subsidiaries, including Axim Geospatial, LLC (collectively "Axim"), a full-service geotechnical engineering firm basedprovider 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 $139,569, including $119,736 in Northern California. H&K provides services to public, municipalcash, a $6,333 promissory note, and special district, industrial, and private sector clients.$13,500 of the Company's common stock. The purchase price of this acquisition is up to $2,200 including $1,000 in cash, $600 in promissory notes (bearing interest at 3.0%), payable in four installments of $150, due onand other related costs associated with the first, second, third and fourth anniversaries of May 4, 2017, transaction were financed through the effective date of the acquisition (see Note 9), and $100 of the Company’s common stock (2,628 shares) as of the closing date of the acquisition. The purchase price also included an interest bearing earn-out of $500 promissory note, subject to the achievement of certain agreed upon metrics for calendar year 2017. The earn-out promissory note is payable in four installments of $125, due on the first, second, third and fourth anniversaries of May 4, 2017. The earn-out of $500 was recorded at its estimated fair value of $405, based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date. The note and the earn-out are due to a related party individual who became an employee of the Company upon the acquisition.Second A&R Credit Agreement. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed, for H&K, wethe Company engaged a third-partyan independent third-party valuation specialist to assist in the determination of fair values.


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

On May 1, 2017, the Company acquired all The final determination of the outstanding equity interests in Lochrane Engineering Incorporated (“Lochrane”), an Orlando, Florida based civil engineering firm, which specializes infair value of assets and liabilities will be completed within the provision of services on major roadway projects, and its major clients includeone-year measurement period as required by ASC 805. The acquisition will necessitate the Florida Department of Transportation and Florida’s Turnpike Enterprise. The purchase priceuse of this acquisition is upmeasurement period to $4,940 including $2,690adequately analyze and assess the factors used in cash, $2,200 in promissory notes (bearing interest at 3.0%), payable in four installments of $550, due onestablishing the first, second, thirdasset and fourth anniversaries of May 1, 2017, the effective date of the acquisition (see Note 9), $17 of the Company’s common stock (441 shares)liability fair values as of the closingrelevant acquisition date, including intangible assets, accounts receivable, and deferred tax liabilities.

The Company completed five other acquisitions during 2023. The aggregate purchase price for the five acquisitions was $9,477, including $8,000 in cash, $867 of the acquisition,Company's common stock, and $33potential earn-outs of up to $640 payable in stock or a combination of cash and shares of the Company’scommon stock, at our discretion, payable in two equal installments, due on the first and second anniversaries of May 1, 2017. Included in the $2,200 promissory notes, is an earn-out of $550, subject to the achievement of certain agreed upon metrics for calendar year 2017. The earn-out of $550 is interest bearing and waswhich have been recorded at itsan estimated fair value of $413, based on a$610. A probability-weighted approach valuation techniquewas used to determine the fair value of the contingent consideration on the acquisition date.earn-out, which is a generally accepted valuation technique that embodies all significant assumption types. The note and the earn-out are due to a related party individual who became an employeefinal determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The five 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 uponcompleted five acquisitions during 2022. The aggregate purchase price of all five acquisitions was $14,220, including $5,882 in cash, $1,606 of promissory notes, $433 of the acquisition. 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
62

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
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 ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed, for Lochrane, wethe Company engaged a third-partyan independent third-party valuation specialist to assist in the determination of fair values.

On April 14, 2017, the Company acquired all The final determination of the outstanding equity interests in Bock & Clark Corporation (“B&C”), an Akron, Ohio based surveying, commercial zoning,fair value of assets and environmental services firm. liabilities was completed within the one-year measurement period as required by ASC 805. Purchase price allocation adjustments recorded during 2023 were immaterial.

2021 Acquisitions
The acquisition of B&C will expand our cross-selling opportunities within our infrastructure engineering, surveying, and program management groups and with our financial and transactional real estate clients.Company completed eight acquisitions during 2021. The aggregate purchase price consideration paid byof the Companyacquisitions was $100,449, including $69,501 of cash, $19,028 of promissory notes, $6,787 of the Company's common stock, and potential earn-outs of up to $25,700 payable in connection withcash and stock, which were recorded at an estimated fair value of $5,133. An option-based model was used to determine the acquisition was $42,000, subject to customary closing working capital adjustments, funded entirely in cash.fair value of the earn-outs, which is a generally accepted valuation technique that embodies all significant assumption types. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed, for Bock & Clark, wethe Company engaged a third-partyan independent third-party valuation specialist to assist in the determination of fair values.

On December 6, 2016, the Company acquired CivilSource, Inc. ("CivilSource"), an infrastructure engineering consulting firm based in Irvine, California. CivilSource's team The final determination of professionals specializes in the provision of comprehensive design and program management services on roadway, highway, and streets projects, as well as water and wastewater, flood control, and facilities projects. The purchase price of this acquisition was up to $11,050, including $5,050 in cash; $3,500 in promissory notes (bearing interest at 3%), payable in four installments of $875, due on the first, second, third and fourth anniversaries of December 6, 2016, the effective date of the acquisition; and $1,500 of the Company’s common stock (43,139 shares) issued as of the closing date. The purchase price also included a non-interest bearing earn-out of up to $1,000 payable in cash, subject to the achievement of certain agreed upon financial metrics for the year ended 2017. The earn-out of $1,000 is non-interest bearing and was recorded at its estimated fair value of $705, based on a probability-weighted approach valuation technique used to determine the fair value of assets and liabilities was completed within the contingent consideration on the acquisition date. As of December 30, 2017 and December 31, 2016, the fair value of this contingent consideration is approximately $0 and $705, respectively. The note and earn-out are due to a related party individual.

On November 30, 2016, the Company Hanna Engineering, Inc. ("Hanna”), a leading Northern California-based bridge and transportation program management firm. The purchaseone-year measurement period as required by ASC 805. Purchase price of this acquisition was up to $10,000, including $4,500 in cash; 18,197 shares of common stock representing $600; and $2,700 in promissory notes (bearing interest at 3%), payable in four installments of $675, due on the first, second, third and fourth anniversaries of November 30, 2016, the effective date of the acquisition. The purchase price also includes $1,800 of the Company’s common stock payable in three installments of $600, due on the first, second and third anniversaries of the acquisition. The purchase price also included a non-interest bearing earn-out of up to $1,000 payable in cash, subject to the achievement of certain agreed upon financial metrics for the year ended 2017. The earn-out of $1,000 is non-interest bearing and wasallocation adjustments recorded at its estimated fair value of $712, based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date. As of December 30, 2017 and December 31, 2016, the fair value of this contingent consideration is approximately $0 and $712, respectively. The note payable, stock payable and earn-out are due to a related party individual.

On October 26, 2016, the Company acquired J.B.A. Consulting Engineers, Inc. (“JBA”), a Nevada-based MEP engineering, acoustics, technology, and fire protection consulting firm. The aggregate purchase price for this acquisition was $23,000, including cash in the aggregate amount of $12,000,44,947 shares of common stock representing $1,400, and promissory notes in the aggregate principal amount of $7,000. The promissory notes are payable in five aggregate annual installments of $1,400 on each of October 26, 2017, 2018,2019,2020 and 2021. The promissory notes bear interest at the rate of 3.0% per annum. The purchase price also includes $2,600 of the Company’s common stock payable in two installments of $1,300, due on the first and second anniversaries of the acquisition. During fiscal year 2017, the Company revised its allocation of purchase price for its acquisition and reduced goodwill by $1,139.

during 2022 were immaterial.

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

On September 12, 2016, the Company acquired certain assets of Weir Environmental, L.L.C. (“Weir”), a New Orleans, Louisiana-based emergency remediation and environmental assessment firm. Weir also provides residential and commercial property loss consulting services. The purchase price of this acquisition was $1,000 including $300 in cash, $500 promissory note (bearing interest at 3.0%), payable in four installments of $125, due on the first, second, third and fourth anniversaries of September 12, 2016, the effective date of the acquisition (see Note 9) and $200 of the Company’s common stock (6,140 shares) as of the closing date of the acquisition.

On May 20, 2016, the Company acquired Dade Moeller & Associates, Inc., a North Carolina corporation ("Dade Moeller"). Dade Moeller provides professional services in radiation protection, health physics, and worker safety to government and commercial facilities.  Dade Moeller's technical expertise includes radiation protection, industrial hygiene and safety, environmental services and laboratory consulting.  This acquisition expanded the Company’s environmental, health and safety services and allows the Company to offer these services on a broader scale within its existing network. The purchase price of this acquisition was $20,000 including $10,000 in cash, $6,000 in promissory notes (bearing interest at 3.0%), payable in four installments of $1,500, due on the first, second, third and fourth anniversaries of May 20, 2016, the effective date of the acquisition (see Note 9), $1,000 of the Company’s common stock (36,261 shares) as of the closing date of the acquisition, and $3,000 in stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in three installments of $1,000, due on the first, second and third anniversaries of May 20, 2016.

OnFebruary 1, 2016, the Company acquired Sebesta, Inc. (“Sebesta”), a St. Paul, Minnesota-based mechanical, electrical and plumbing (“MEP”) engineering and energy management company. Primary clients include federal and state governments, power and utility companies, and major educational, healthcare, industrial and commercial property owners throughout the United States. The purchase price of this acquisition was $14,000 paid from cash on hand. This acquisition expanded the Company’s MEP engineering and energy and allows the Company to offer these services on a broader scale within its existing network. In addition, this acquisition strengthens the Company’s geographic diversification and allows the Company to continue expanding its national footprint.

On June 24, 2015, the Company acquired certain assets of Allwyn, an environmental services firm based in Phoenix, Arizona, that specializes in environmental assessment, radon mitigation, NEPA planning and permitting, NQA-1 compliance, geotechnical engineering, construction materials testing and inspection, and water resources projects. The purchase price of up to $1,300 included up to $800 in cash and a $500 promissory note (bearing interest at 3.5%), payable in three installments of $167, due on the first, second and third anniversaries of June 24, 2015, the effective date of the acquisition (see Note 9). 

On April 22, 2015, the Company acquired Richard J. Mendoza, Inc., a San Francisco based program management firm, with seven offices throughout California, that specializes in the provision of construction program consulting services to public and private clients in the transportation and clean water/wastewater industries. The purchase price of up to $4,000 included up to $500 in cash, a $3,000 short-term promissory note, based on the collection of acquired accounts receivable and work in process, payable within one year, and a $500 promissory note (bearing interest at 3%), payable in two installments of $250, due on the first and second anniversaries of April 22, 2015, the effective date of the acquisition (see Note 9).

On January 30, 2015, the Company acquired NV5 Consultants, Inc. (formerly known as Joslin, Lesser & Associates, Inc.) (“JLA”), a program management and owner’s representation consulting firm that primarily services government owned facilities and public K through 12 school districts in the Boston, MA area. The purchase price of up to $5,500 included $2,250 in cash, a $1,250 promissory note (bearing interest at 3.5%), payable in four installments of $313, due on the first, second, third, and fourth anniversaries of January 30, 2015, the effective date of the acquisition (see Note 9), and $1,000 of the Company’s common stock (89,968 shares) as of the closing date of the acquisition. The purchase price also included a non-interest bearing earn-out of up to $1,000 payable in cash, notes and the Company’s common stock, subject to the achievement of certain agreed upon metrics for calendar year 2015. The note and the earn-out are due to a related party individual.


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition dates for acquisitions closed during 2017fiscal years 2023, 2022, and 2016:

2021:
 

2017

  

2016

 
 

Acquisitions

  

Acquisitions

 
        
2023202320222021
VISVISAximOtherTotalTotal

Cash

 $212  $128 

Accounts receivable

  20,436   20,221 
Billed and unbilled receivables, net
Right-of-use assets

Property and equipment

  1,756   4,301 

Prepaid expenses

  968   1,336 

Other assets

  337   841 

Intangible assets:

        

Customer relationships

  29,889   26,188 
Customer relationships
Customer relationships

Trade name

  2,224   1,922 

Customer backlog

  1,387   3,898 

Non-compete

  1,703   1,259 

Favorable (unfavorable) lease

  -   (225)
Developed technology
Other

Total Assets

  58,912   59,869 

Liabilities

  (11,272)  (12,250)

Deferred tax liabilities

  (15,951)  (7,892)

Net assets acquired

  31,689   39,727 
        

Consideration paid (Cash, Notes and/or stock)

  71,439   76,011 
Consideration paid (Cash, notes and/or stock)
Consideration paid (Cash, notes and/or stock)
Consideration paid (Cash, notes and/or stock)

Contingent earn-out liability (Cash and stock)

  908   1,417 

Total Consideration

  72,347   77,428 

Excess consideration over the amounts assigned to the net assets acquired (Goodwill)

 $40,658  $37,701 

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 79, Goodwill and Intangible Assets, for further information on fair value adjustments to goodwill and identified intangibles.

intangible assets.

63

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
The consolidated financial statements of the Company for fiscal year 2017include 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 during 2017 from their respective dates of acquisition to December 30, 2017. For fiscal year 2017, the results include gross revenues and pre-tax income of approximately $59,048 and $10,755, respectively. The consolidated financial statements of the Company for fiscal year 2016 include the results of operations from the businesses acquired during 2016 from their respective dates of acquisition to December 31, 2016. For fiscal year 2016, the results include gross revenuesyears 2023, 2022, and income before income taxes of approximately $46,172 and $3,584, respectively. The consolidated financial statements of the Company for fiscal year 2015 include the results of operations from the businesses acquired during 2015 from their respective dates of acquisition to December 31, 2015. For fiscal year 2015, the results include gross revenues and pre-tax income of approximately $36,790 and $4,964, respectively. Included in general2021.
202320222021
Gross revenues$96,314 $5,211 $29,965 
Income before income taxes$14,902 $985 $5,167 
General and administrative expense for fiscal years 2017,20162023, 2022, and 2015 is $1,398,$1,1712021 includes $5,575, $2,639, and $719,$3,274, respectively, of acquisition-related costs pertaining to the Company’s acquisition activities.


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for fiscal years 20172023, 2022, and 20162021 as if B&C and RDKthe 2023 acquisitions had occurred asat the beginning ofJanuary 1, 2016. Also the following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for the fiscal year ended 20162022 and 2015 as if the RBA, Sebesta, Dade Moeller and JBA2022 acquisitions had occurred asat the beginning of January 1, 2015. fiscal year 2021. The pro forma information provided below is compiled from the pre-acquisition financial statements of RBA, Sebesta, Dade Moeller, JBA, B&Cinformation and RDK, which includes pro forma adjustments for amortization expense, adjustments to certain expenses, and the income tax impact of these adjustments. TheThese unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of (i)what the actual results of operations thatof the Company would have been if the acquisitions and related financing transactions had occurred hadon the B&C and RDK operations actually been acquired on January 1, 2016; (ii) the resultsdate assumed, nor are they indicative of operations that would have occurred had RBA, Sebesta, Dade Moeller and JBA operations actually been acquired on January 1, 2015 or (ii) future results of operations:

operations.
 

Years Ended

 
 

December 30,

  

December 31,

  

December 31,

 
 

2017

  

2016

  

2015

 
Fiscal Years EndedFiscal Years Ended
2023202320222021

Gross revenues

 $356,472  $332,585   261,316 

Net income

 $25,046  $16,918   10,197 

Basic earnings per share

 $2.46  $1.81  $1.51 

Diluted earnings per share

 $2.32  $1.71  $1.41 

The Company has determined the supplemental disclosures pursuant to ASC 805-10-50-2h, for the Hanna, CivilSource, Lochrane, H&K, Marron and Skyscene acquisitions

Adjustments were not materialmade to the Company’s consolidated financial statements both individuallypro forma results to adjust amortization of intangible assets to reflect fair value of identified assets acquired, to record the effects of promissory notes issued, and into record the aggregate.

income tax effect of these adjustments.

Note 57 –Accounts Receivable, net

Accounts receivable, net consists of the following:

  

December 30,

  

December 31,

 
  

2017

  

2016

 
         

Billed

 $73,130  $53,756 

Unbilled

  40,076   23,237 

Contract retentions

  523   510 
   113,729   77,503 

Less: allowance for doubtful accounts

  (3,642)  (1,992)

Accounts receivable, net

 $110,087  $75,511 

Billed accounts receivable represent amounts billed to clients that remain uncollectedand Unbilled Receivables

Billed and unbilled receivables were as of the balance sheet date. Unbilled accounts receivable represent recognized revenues pending billing pursuant to contract terms or accounts billed after period end, and are expected to be billed and collected within the next 12 months.

follows:

December 30, 2023December 31, 2022
Billed receivables$155,988 $149,082 
Less: allowance for doubtful accounts(3,395)(3,445)
Billed receivables, net$152,593 $145,637 
Unbilled receivables$115,545 $95,104 
Less: allowance for doubtful accounts(2,274)(2,242)
Unbilled receivables, net$113,271 $92,862 
Activity in the allowance for doubtful accounts consisted of the following:

was as follows:
 

December 30,

  

December 31,

 
 

2017

  

2016

 
        
December 30, 2023December 30, 2023December 31, 2022

Balance as of the beginning of the year

 $1,992  $1,536 

Provision for doubtful accounts

  586   138 

Write-offs of uncollectible accounts

  (605)  (60)

Other (1)

  1,669   378 

Balance as of the end of the year

 $3,642  $1,992 

(1)

Includes allowances from new business acquisitions.


64


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

Note 68 – Property and Equipment, net

Property and equipment, net consists of the following:

were as follows:
 

December 30,

  

December 31,

 
 

2017

  

2016

 
        
December 30, 2023December 30, 2023December 31, 2022

Office furniture and equipment

 $1,621  $1,329 

Computer equipment

  8,982   6,808 

Survey and field equipment

  2,381   1,426 

Leasehold improvements

  1,874   1,583 
  14,858   11,146 

Accumulated depreciation

  (6,127)  (4,463)

Property and equipment – net

 $8,731  $6,683 
Total
Less: accumulated depreciation
Property and equipment, net

Depreciation expense for fiscal years 2017,2016year 2023, 2022, and 20152021 was $2,818,$1,679$14,343, $11,722, and $844, respectively.

$11,473, respectively, of which $5,534, $5,125, and $5,018, was included in other direct costs.

Note 79 – Goodwill and Intangible Assets

Goodwill

The changes in the carrying value by reportable segment for the fiscal years 20172023 and 20162022 were as follows:

 

Fiscal Year 2017

 
 

December 31,

2016

  

Acquisitions

  

Disposed/

Adjustments

  

December 30,

2017

 
Fiscal Year 2023Fiscal Year 2023
December 31, 2022December 31, 2022AcquisitionsAdjustmentsForeign Currency Translation of non-USD functional currency goodwillDecember 30, 2023

INF

 $25,678  $2,997  $-  $28,675 

BTS

  33,702   37,661   (1,139)  70,224 
GEO

Total

 $59,380  $40,658  $(1,139) $98,899 

 

Fiscal Year 2016

 
 

December 31,

2015

  

Acquisitions

  

Disposed/

Adjustments

  

December 31,

2016

 
Fiscal Year 2022Fiscal Year 2022
January 1, 2022January 1, 2022AcquisitionsAdjustmentsDecember 31, 2022

INF

 $15,817  $9,861  $-  $25,678 

BTS

  5,862   27,840   -   33,702 
GEO

Total

 $21,679  $37,701  $-  $59,380 

During fiscal year 2017, the Company revised its allocation of purchase price for its JBA acquisition and reduced goodwill by $1,139.

Goodwill of approximately $1,456$1,755 and $19,653$2,891 from acquisitions in 20172023 and 2016,2022 is expected to be deductible for income tax purposes.

During 2023, the Company recorded goodwill related to acquisitions of $123,676. During 2022, the Company recorded goodwill related to acquisitions of $11,273 and purchase price adjustments of $232 that decreased goodwill for the 2021 acquisitions.

65


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

Intangible assets

Intangible assets, net, at December 30,201730, 2023 and December 31, 2016 consist of the following:

2022 were as follows:
  

December 30, 2017

  

December 31, 2016

 
  

Gross

Carrying

Amount

  

Accumulated

Amortization

  

Net

Amount

  

Gross

Carrying

Amount

  

Accumulated

Amortization

  

Net

Amount

 

Customer relationships

 $68,690  $(11,361) $57,329  $38,801  $(5,746) $33,055 

Trade name

  6,409   (4,911)  1,498   4,185   (2,746)  1,439 

Customer backlog

  7,995   (3,946)  4,049   6,607   (2,284)  4,323 

Favorable lease

  553   (147)  406   553   (158)  395 

Non-compete

  4,249   (1,777)  2,472   2,546   (897)  1,649 

Total

 $87,896  $(22,142) $65,754  $52,692  $(11,831) $40,861 
December 30, 2023December 31, 2022
Gross
Carrying
Amount		Accumulated
Amortization		Net
Amount		Gross
Carrying
Amount		Accumulated
Amortization		Net
Amount
Finite-lived intangible assets:
Customer relationships(1)
$314,662 $(116,086)$198,576 $222,998 $(87,054)$135,944 
Trade name(2)
22,384 (18,327)4,057 16,883 (15,933)950 
Customer backlog(3)
35,116 (32,681)2,435 29,419 (27,333)2,086 
Non-compete(4)
14,987 (12,690)2,297 14,110 (11,298)2,812 
Developed technology(5)
39,153 (19,816)19,337 32,944 (14,305)18,639 
Total finite-lived intangible assets$426,302 $(199,600)$226,702 $316,354 $(155,923)$160,431 

Trade names are amortized


(1) Amortized on a straight-line basis over estimated lives (2 to 17 years)
(2) Amortized on a straight-line basis over their estimated lives ranging from 1(1 to 3 years. Customer backlog and customer relationships are amortized5 years)
(3) Amortized on a straight-linesstraight-line basis over their estimated lives ranging from 1(1 to 9 years. Non-compete agreements are amortized10 years)
(4) Amortized on a straight-line basis over their contractual lives ranging from 4(2 to 5 years. Favorable lease is amortized years)
(5) Amortized on a straight-line basis over the remaining lease term of 9 years.

their estimated lives (5 to 10 years)

The following table summarizes the weighted average useful lives of definite-lived intangible assets acquired during 20172023, 2022, and 2016:

2021:
 

2017

  

2016

 
2023202320222021

Customer relationships

  10.0   10.9 Customer relationships12.47.58.2

Trade name

  1.9   1.3 Trade name3.61.82.0

Customer backlog

  1.5   6.4 Customer backlog1.31.41.6

Favorable leases

 

 

NA   5.9 

Non-compete

  3.3   4.6 Non-compete3.63.63.8
Developed technology

Amortization expense for fiscal years 2017,20162023, 2022 and 20152021 was $10,310,$4,549$43,677, $32,341 and $2,624,$33,498 respectively.

As of December 30,2017,30, 2023, the future estimated aggregate amortization related to finite-lived intangible assets for the next five fiscal years and thereafter is as follows:

Years Ended

 
     

2018

 $10,041 

2019

  8,558 

2020

  7,272 

2021

  6,812 

2022

  6,634 

Thereafter

  26,437 

Total

 $65,754 
Fiscal YearAmount
2024$41,169 
202537,199 
202634,837 
202726,710 
202820,862 
Thereafter65,925 
Total$226,702 


66


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

Note 810 – Accrued Liabilities

Accrued liabilities consist of the following:

  

December 30,

  

December 31,

 
  

2017

  

2016

 

Deferred rent

 $691  $696 

Payroll and related taxes

  6,088   4,518 

Professional liability reserve

  316   190 

Benefits

  2,687   1,673 

Accrued vacation

  5,879   5,327 

Unreognized tax benefits

  437   770 

Other

  2,896   4,142 

Total

 $18,994  $17,316 

were as follows:

December 30, 2023December 31, 2022
Current portion of lease liability$13,972 $13,081 
Accrued vacation7,295 12,467 
Payroll and related taxes8,782 6,616 
Benefits5,433 5,160 
Accrued operating expenses8,701 4,540 
Other3,240 2,449 
Total$47,423 $44,313 

Note 911 – NotesNotes Payableand Other Obligations

Notes payable and other obligations consistswere as follows:
December 30, 2023December 31, 2022
Senior credit facility$195,750 $33,750 
Uncollateralized promissory notes15,303 18,492 
Finance leases4,408 3,465 
Other obligations1,188 1,814 
Debt issuance costs, net of amortization(1,914)(2,672)
Total notes payable and other obligations214,735 54,849 
Current portion of notes payable and other obligations9,267 15,176 
Notes payable and other obligations, less current portion$205,468 $39,673 
Future contractual maturities of the following:

long-term debt as of December 30, 2023 are as follows:
  

December 30,

  

December 31,

 
  

2017

  

2016

 
         

Senior Credit Facility

 $36,500  $- 

Note Payable

  -   278 

Other Obligations

  4,773   6,047 

Uncollateralized promisory notes

  27,284   26,071 

Total Notes Payable and Other Obligations

  68,557   32,396 

Current portion of notes payable and other obligations

  (11,127)  (10,764)

Notes payable and other obligations, less current portion

 $57,430  $21,632 
Fiscal YearAmount
2024$9,267 
20255,659 
2026200,784 
2027677 
2028 and thereafter262 
Total$216,649 

Senior Credit Facility

On August 13, 2021 (the "Closing Date"), the Company amended and restated its Credit Agreement (the "Second A&R Credit Agreement"), originally dated December 7, 2016 and as amended to the Company entered into a Credit Agreement (the “Credit Agreement”)Closing Date, with Bank of America, N.A. (“("Bank of America”America"), as administrative agent, swingline lender and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”).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, Bankthe previously drawn term commitments of America agreed to be$150,000 and revolving commitments totaling $215,000 in the sole administrative agent for a five-year $80,000 Senior Secured Revolving Credit Facility (“Senior Credit Facility”aggregate were converted into revolving commitments totaling $400,000 in the aggregate. These revolving commitments are available through August 13, 2026 (the "Maturity Date") to the Company and, together with PNC Bank, National Association and Regions Bank as the other lendersan aggregate amount of approximately $138,750 was drawn under the SeniorSecond A&R Credit Facility, has committedAmendment on the Closing Date to lendrepay previously existing borrowings under the term and revolving facilities prior to such amendment and restatement. Borrowings under the CompanySecond A&R Credit Agreement are secured by a first priority lien on substantially all of the Seniorassets of the Company. The Second A&R Credit Facility, subject to certain terms and conditions. MLPFS has undertaken to act as sole lead arranger and sole book manager for the Senior Credit Facility. In addition, the Senior Credit FacilityAgreement also includes an accordion feature permitting the Company to request an increase in the Seniorrevolving facility under the Second A&R Credit FacilityAgreement by an additional amount of up to
67

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
$60,000. The Senior200,000 in the aggregate. As of December 30, 2023 and December 31, 2022, the outstanding balance on the Second A&R Credit Facility includes a $5,000 sublimit for the issuance of standby letters of creditAgreement was $195,750 and a $15,000 sublimit for swingline loans. The proceeds of the Senior Credit Facility are intended to be used (i) to finance permitted acquisitions, (ii) for capital expenditures, and (iii) for general corporate purposes.

$33,750, respectively.

Borrowings under the Second A&R Credit Agreement arebear interest at variable rates which are, at ourthe Company's option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offeredeither Term SOFR (Secured Overnight Financing Rate) or Daily Simple SOFR, plus in each case an applicable ratemargin, or a base rate denominated in U.S. dollars. Interest rates areremain subject to change based on our Consolidated Senior Leverage Ratio (as defined in the Company's consolidated leverage ratio. As of December 30, 2023 the Company's interest rate was 6.7%.
The Second A&R Credit Agreement).

The Senior Credit FacilityAgreement contains certain financial covenants includingthat require NV5 Global to maintain a maximumconsolidated net leverage ratio (the ratio of 3.0:1 and minimumthe 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 1.20:1. Furthermore,no less than 1.10 to 1.00 as of the Seniorend of any measurement period. As of December 30, 2023, the Company was in compliance with the financial covenants.

    The Second A&R Credit FacilityAgreement 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 financial reporting covenant provisions and other covenants, representations, warranties, indemnities, andcustomary events of default, that are customary for facilities of this type. As of December 30, 2017 and December 31, 2016, the Company isincluding (but not limited to) a default in compliance with these financial and reporting covenants. As of December 30, 2017 and December 31, 2016, the outstanding balance on the Senior Credit Facility was $36,500 and $0, respectively.


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

Note Payable

The note held by the seller of Nolte Associates Inc. (the “Nolte Note”) matured on July 29,2017. The Nolte Note interest rate was prime rate plus 1%, subject to a maximum rate of 7.0%. As of December 30, 2017 and December 31, 2016, the actual interest rate was 4.25%. Under the terms of the Nolte Note, as amended, the Company paid quarterly principal installments of approximately $100 plus interest. The Nolte Note was unsecured and the Company was permitted to make periodic principal and interest payments. As of December 30, 2017 and December 31, 2016, the outstanding balance on the Nolte Note was $0 and $278, respectively.

Other Obligations

On September 6, 2017, the Company acquired all of the outstanding equity interest in Marron. The purchase price allowed for the payment of $133 in sharesprincipal or, following an applicable grace period, interest, breaches of the Company’s stockCompany's covenants or a combinationwarranties under the Second A&R Credit Agreement, payment default or acceleration of cashcertain indebtedness, certain events of bankruptcy, insolvency or liquidation, certain judgments or uninsured losses, changes in control, and shares of the Company’s stock, at our discretion, payable in two equal installments, due on the first and second anniversaries of September 6, 2017.certain liabilities related to ERISA based plans.

The outstanding balance of this obligation was $133 and $0 as of December 30, 2017 and December 31, 2016, respectively.

On June 6, 2017, the Company acquired all of the outstanding equity interest in RDK. The purchase price allowed forSecond A&R Credit Agreement limits the payment of $1,333 in sharescash dividends (together with certain other payments that would constitute a "Restricted Payment" within the meaning of the Company’sSecond A&R Credit Agreement and generally including dividends, stock or a combination ofrepurchases, 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 sharescapitalized in connection with the issuance of the Company’s stock, at our discretion, payable in two equal installments, due on the firstSecond A&R Credit Agreement were $3,702. Total amortization of debt issuance costs was $758, $724, and second anniversaries$1,210 during 2023, 2022, and 2021, respectively.
Other Obligations
The Company has aggregate obligations related to acquisitions of June 6, 2017.The outstanding balance of this obligation was $1,333$16,491 and $0$20,306 as of December 30, 2017 2023 and December 31, 2016, 2022, respectively.

On November 30, 2016, the Company acquired all As of the outstanding equity interests of Hanna. The purchase price allowed for the payment of $1,200 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in two installments of $600, due on the first and second anniversaries of November 30, 2016. The outstanding balance of this obligation was $600 and $1,200 as of December 30, 2017 and December 31, 2016, respectively.

On October 26, 2016, 2023, the Company acquired all of theCompany's weighted average interest rate on other outstanding equity interests of JBA. The purchase price allowed for the payment of $2,600 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in two installments of $1,300, due on the first and second anniversaries of October 26, 2016. The outstanding balance of this obligationobligations was $1,300 and $2,600 as of December 30, 2017 and December 31, 2016, respectively.

On May 20, 2016, the Company acquired all of the outstanding equity interests of Dade Moeller. The purchase price allowed for the payment of $3,000 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in three installments of $1,000, due on the first, second and third anniversaries of May 20, 2016. The outstanding balance of this obligation was $2,000 and $3,000 as of December 30, 2017 and December 31, 2016, respectively.

Uncollateralized Promissory Notes

On September 6, 2017, the Company acquired all of the outstanding interests in Marron. The purchase price included an uncollateralized $300 promissory note bearing interest at 3.0% (the “Marron Note”) payable in three installments of $100, due on the first, second and third anniversaries of September 6, 20173.5%.The outstanding balance of the Marron

Note was $300 and $0 as of December 30, 2017 and December 31, 2016, respectively.

On June 6, 2017, the Company acquired all of the outstanding equity interest in RDK. The purchase price included an uncollateralized $5,500 promissory note bearing interest at 3.0% (the “RDK Note”) payable in four installments of $1,375, due on the first, second, third and fourth anniversaries of June 6, 2017. The outstanding balance of the RDK Note was $5,500 and $0 as of December 30, 2017 and December 31, 2016, respectively.

On May 4, 2017, the Company acquired all of the outstanding equity interest in H&K. The purchase price included an uncollateralized $600 promissory note bearing interest at 3.0% (the “H&K Note”) payable in four installments of $150, due on the first, second, third and fourth anniversaries of May 4, 2017, the effective date of the acquisition. The outstanding balance of the H&K Note was $600 and $0 as of December 30, 2017 and December 31, 2016, respectively.

On May 1,2017, the Company acquired all of the outstanding equity interest in Lochrane. The purchase price included an uncollateralized $1,650 promissory note bearing interest at 3.0% (the “Lochrane Note”) payable in four installments of $413, due on the first, second, third and fourth anniversaries of May 1, 2017, the effective date of the acquisition. The outstanding balance of the Lochrane Note was $1,650 and $0 as of December 30, 2017 and December 31, 2016, respectively.


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

On December 6, 2016, the Company acquired all of the outstanding interests of CivilSource. The purchase price included an uncollateralized $3,500 promissory note bearing interest at 3.0% (the “CivilSource Note”) payable in four installments of $875, due on the first, second, third and fourth anniversaries of December 6, 2016, the effective date of the acquisition. The outstanding balance of the CivilSource Note was $3,500 as of December 30, 2017 and December 31, 2016, respectively.

On November 30, 2016, the Company acquired all of the outstanding interests of Hanna. The purchase price included an uncollateralized $2,700 promissory note bearing interest at 3.0% (the “Hanna Note”) payable in four installments of $675, due on the first, second, third and fourth anniversaries of November 30, 2016, the effective date of the acquisition. The outstanding balance of the Hanna Note was $2,025 and $2,700 as of December 30, 2017 and December 31, 2016, respectively.

On October 26, 2016, the Company acquired all of the outstanding interests of JBA. The purchase price included an uncollateralized $7,000 promissory note bearing interest at 3.0% (the “JBA Note”) payable in five installments of $1,400, due on the first, second, third, fourth and fifth anniversaries of October 26, 2016, the effective date of the acquisition. The outstanding balance of the JBA Note was $5,600 and $7,000 as of December 30, 2017 and December 31, 2016, respectively.

On September 12 2016, the Company acquired certain assets of Weir. The purchase price included an uncollateralized $500 promissory note bearing interest at 3.0% (the “Weir Note”) payable in four installments of $125, due on the first, second, third and fourth anniversaries of September 12, 2016, the effective date of the acquisition. The outstanding balance of the Weir Note was $375 and $500 as of December 30, 2017 and December 31, 2016, respectively.

On May 20, 2016, the Company acquired all of the outstanding equity interests of Dade Moeller. The purchase price included an aggregate of $6,000 of uncollateralized promissory notes bearing interest at 3.0% (the “Dade Moeller Notes”) payable in four equal payments of $1,500 each due on the first, second, third, and fourth anniversaries of May 20, 2016, the effective date of the acquisition. The outstanding balance of the Dade Moeller Notes was approximately $4,500 and $6,000 as of December 30, 2017 and December 31, 2016, respectively.

On July 1, 2015, the Company acquired all of the outstanding equity interests of RBA. The purchase price included an uncollateralized $4,000 promissory notes bearing interest at 3.0% (the “RBA Note”) payable in four equal payments of $1,000 each due on the first, second, third, and fourth anniversaries of July 1, 2015, the effective date of the acquisition. The outstanding balance of the RBA Note was $2,000 and $3,000 as of December 30, 2017 and December 31, 2016, respectively.

On June 24, 2015, the Company acquired certain assets of Allwyn. The purchase price included an uncollateralized $500 promissory note bearing interest at 3.5% (the “Allwyn Note”) that is payable in three equal payments of $167 each due on the first, second and third anniversaries of June 24, 2015, the effective date of the acquisition. The outstanding balance of the Allwyn Note was $166 and $333 as of December 30, 2017 and December 31, 2016, respectively.

On April 22, 2015, the Company acquired all of the outstanding equity interests of Mendoza. The purchase price included an uncollateralized $3,000 short-term promissory note, based on the collection of acquired accounts receivable and work in process, payable within one year, and an uncollateralized $500 promissory note bearing interest at 3% (the “Mendoza Note”) that is payable in two equal payments of $250 each due on the first and second anniversaries of April 22, 2015, the effective date of the acquisition. The outstanding balance of the Mendoza Note was $0 and $250 as of December 30, 2017 and December 31, 2016, respectively.

On January 30, 2015, the Company acquired all of the outstanding equity interests of JLA. The purchase price included an uncollateralized $1,250 promissory note bearing interest at 3.5% (the “JLA Note”) that is payable in four equal payments of $313 each due on the first, second, third, and fourth anniversaries of January 30, 2015, the effective date of the acquisition. The outstanding balance of the JLA Note was $625 and $938 as of December 30, 2017 and December 31, 2016, respectively.

On November 3, 2014, the Company acquired certain assets of the Buric Companies. The purchase price included an uncollateralized, 3% interest bearing promissory note in the aggregate principal amount of $300 (the “Buric Note”). The note is payable in three equal payments of $100 due on the first, second and third anniversaries of November 3, 2014, the effective date of the acquisition. The carrying value of the Buric Note was approximately $0 and $100 as of December 30, 2017 and December 31, 2016, respectively.

On March 21, 2014, the Company acquired all of the outstanding equity interests of NV5, LLC. The purchase price includedan uncollateralized $3,000 promissory note bearing interest at 3.0% (the “AK Note”) that is payable in three equal payments of $1,000 each due on the first, second and third anniversaries of March 21, 2014, the effective date of the acquisition. The outstanding balance of the AK Note was $0 and $1,000 as of December 30, 2017 and December 31, 2016, respectively.


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

Future contractual maturities of long-term debt as of December 30, 2017 are as follows:

Years Ended

 
     

2018

 $11,127 

2019

  10,108 

2020

  6,612 

2021

  40,710 

2022

  - 

Total

 $68,557 

As of December 30, 2017 and December 31, 2016, the carrying amount of debt obligations approximates their fair values based on Level 2 inputs as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics.

Note 10–Contingent Consideration

The following table summarizes the changes in the carrying value of estimated contingent consideration:

  

December 30,

  

December 31,

 
  

2017

  

2016

 
         

Contingent consideration, beginning of the year

 $2,439  $1,279 

Additions for acquisitions

  908   1,417 

Reduction of liability for payments made

  (625)  (458)

Increase (decrease) of liability related to re-measurement of fair value

  (832)  201 

Total contingent consideration, end of the period

  1,890   2,439 

Current portion of contingent consideration

  (977)  (564)

Contingent consideration, less current portion

 $913  $1,875 

Note 11– Leases

The Company leases various office facilities from unrelated parties. These leases expire through 2031 and, in certain cases, provide for escalating rental payments and reimbursement for operating costs. During fiscal years 2017,2016 and 2015, the Company leased office space from former owners of acquisitions which became shareholders of the Company. The Companyrecognized lease expense of $10,342,$6,751 and $4,049 for fiscal years 2017,2016 and 2015, respectively, which is included in “Facilities and facilities related” in the Consolidated Statements of Net Income and Comprehensive Income. Included in these amounts are $448,$24 and $58 for fiscal years 2017,2016 and 2015, respectively, for office leases with stockholders of the Company.

The Company’s office leases are classified as operating leases and rent expense is included in facilities and facilities related expense in the Company’s Consolidated Statements of Net Income and Comprehensive Income. Some lease terms include rent and other concessions and rent escalation clauses which are included in computing minimum lease payments. Minimum lease payments are recognized on a straight-line basis over the minimum lease term. The variance of rent expense recognized from the amounts contractually due pursuant to the underlying leases is included in accrued liabilities in the Company’s consolidated balance sheets.

December 30, 2023December 31, 2022
Contingent consideration, beginning of the year$15,335 $8,328 
Additions for acquisitions610 6,299 
Reduction of liability for payments made(2,600)(2,264)
Increase (decrease) of liability related to re-measurement of fair value(9,280)2,972 
Total contingent consideration, end of the period4,065 15,335 
Current portion of contingent consideration3,922 10,854 
Contingent consideration, less current portion$143 $4,481 

68


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

Future minimum payments

During 2023 the Company recorded earn-out fair value adjustments of $9,280 that decreased the contingent consideration liability of acquisitions. During 2022, the Company recorded earn-out fair value adjustments of $2,972 that increased the contingent consideration liability of acquisitions.
Note 13 – Leases
The Company primarily leases property under the non-cancelable operating leases and has six equipment operating leases for aircrafts used by its geospatial operations. The Company's property operating leases consist of various office facilities. The Company uses a portfolio approach to account for such leases due to the similarities in characteristics and applies an incremental borrowing rate based on estimates of rates the Company would pay for senior collateralized loans over a similar term. The Company's office leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for lease components (e.g. fixed payments including rent, real estate taxes and common area maintenance costs) as a single lease component. Some of the Company's leases include one or more options to renew the lease term at its sole discretion; however, these are not included in the calculation of its lease liability or right-of-use ("ROU") lease asset because they are not reasonably certain of exercise.
The Company also leases vehicles through a fleet leasing program. The payments for the vehicles are based on the terms selected. The Company has determined that it is reasonably certain that the leased vehicles will be held beyond the period in which the entire capitalized value of the vehicle has been paid to the lessor. As such, the capitalized value is the delivered price of the vehicle. The Company's vehicle leases are classified as financing leases.

Supplemental balance sheet information related to the Company's operating and finance leases were as follows:
LeasesClassificationDecember 30, 2023December 31, 2022
Assets
Operating lease assets
Right-of-use lease asset, net (1)
$36,836 $39,314 
Finance lease assets
Property and equipment, net (1)
4,389 3,446 
Total leased assets$41,225 $42,760 
Liabilities
Current
OperatingAccrued liabilities$(13,972)$(13,081)
FinanceCurrent portion of notes payable and other obligations(1,220)(1,333)
Noncurrent
OperatingOther long-term liabilities(25,754)(28,452)
FinanceNotes payable and other obligations, less current portion(3,188)(2,132)
Total lease liabilities$(44,134)$(44,998)

(1)As of December 30,201730, 2023, operating right of-use lease assets and finance lease assets are recorded net of accumulated amortization of $42,491 and $6,210, respectively. As of December 31, 2022, operating right-of-use lease assets and finance lease assets are recorded net of accumulated amortization of $35,646 and $4,864, respectively.

Supplemental balance sheet information related to the Company's operating and finance leases were as follows:
Weighted - Average Remaining Lease Term (Years)
December 30, 2023December 31, 2022
Operating leases3.74.0
Finance leases2.02.2
Weighted - Average Discount Rate
Operating leases4%4%
Finance leases7%7%
69

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
Supplemental cash flow information related to the Company's operating and finance lease liabilities were as follows:
Fiscal Year Ended
December 30, 2023December 31, 2022January 1, 2022
Operating cash flows from operating leases$14,903 $13,739 $14,081 
Financing cash flows from finance leases$1,346 $1,241 $1,274 
Right-of-use assets obtained in exchange for lease obligations
Operating leases$11,084 $7,058 $9,249 
The following table summarizes the components of lease cost recognized in the consolidated statements of net income and comprehensive income:
Fiscal Year Ended
Lease CostClassificationDecember 30, 2023December 31, 2022January 1, 2022
Operating lease costFacilities and facilities related$16,658 $15,724 $15,439 
Variable operating lease costFacilities and facilities related4,2223,8061,655
Finance lease cost
     Amortization of financing lease assets Depreciation and amortization1,3431,2391,250
     Interest on lease liabilitiesInterest expense165 121 154 
Total lease cost$22,388 $20,890 $18,498 

As of December 30, 2023, maturities of the Company's lease liabilities under its long-term operating leases and finance leases for the next five fiscal years and thereafter are as follows:

Years Ended

 

Amount

 

2018

 $8,495 

2019

  5,686 

2020

  4,828 

2021

  3,910 

2022

  2,839 

Thereafter

  8,429 

Total minimum lease payments

 $34,187 

Fiscal YearOperating LeasesFinance Leases
2024$15,122 $1,305 
202511,751 1,379 
20267,936 1,206 
20273,880 778 
20281,599 372 
Thereafter2,346 106 
Total lease payments42,634 5,146 
Less: Interest(2,908)(738)
Present value of lease liabilities$39,726 $4,408 

Note 1214 – 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.

70

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
Note 1315 – Stock-Based Compensation

In October 2011, the Company’sCompany's stockholders approved the NV5 Global, Inc. 2011 Equity Incentive Plan, which was subsequently amended and restated in March 2013 (as(as amended, the “2011“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 December 30, 2017, 813,1232023, 2,148,474 shares of common stock are authorized, reserved, and reservedregistered for issuance under the 20112023 Equity Plan. This reserve automatically increases on each January 1 from 2014 through 2023, by an amount equal to the smaller of (i) 3.5% of the number of shares issued and outstanding on the immediately preceding December 31, or (ii) an amount determined by the Company’s Board of Directors. The restricted shares of common stock granted generally provide for service-based cliff vesting after two to four years following the grant date.


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

The following summarizes the activity of restricted stock awards during fiscal years 2017,20162023, 2022, and 2015:

2021:
 

Number of Unvested

Restricted Shares of

Common Stock and

Restricted Stock

Units

  

Weighted Average

Grant Date Fair

Value

 
        

Unvested shares as of January 1, 2015

  622,412  $4.53 
Share UnitsShare UnitsWeighted Average Grant Date Fair Value
Unvested shares as of January 2, 2021

Granted

  223,578  $17.36 

Vested

  (406,923) $2.41 

Forfeited

  (8,251) $10.70 

Unvested shares as of December 31, 2015

  430,816  $13.08 
        
Unvested shares as of January 1, 2022

Granted

  200,622  $26.31 

Vested

  (109,503) $8.12 

Forfeited

  (19,162) $15.49 

Unvested shares as of December 31, 2016

  502,773  $19.35 
        
Unvested shares as of December 31, 2022

Granted

  199,419  $38.72 

Vested

  (93,805) $9.61 

Forfeited

  (25,336) $28.79 

Unvested shares as of December 30, 2017

  583,051  $27.13 
Unvested shares as of December 30, 2023

Share-based

Stock-based compensation expense is recognized on a straight-line basis over the vesting period, net of actual forfeitures. Stock-based compensation expense relating to restricted stock awards during fiscal years ended 2017,20162023, 2022, and 20152021 was $4,011,$2,343$22,379, $19,326, and $1,696,$16,301, respectively. Stock-based compensation expense during fiscal 2023 and 2022 includes $2,186 and $1,131, 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 $7,019. Approximately $9,356$34,186 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 2.51.45 years, is unrecognized at as of December 30, 2017. 2023. The total fair value of restricted shares vested during fiscal years 2017, 2016,2023, 2022, and 20152021 was $3,626, $3,372,$29,792, $17,137, and $7,970,$24,823, respectively.

Note 1416 – Employee Benefit Plan

The Company sponsors a 401(k) Profit Sharing and Savings Plan (the “401(k) Plan”). Employees401(k) plans for which employees meeting certain age and length of service requirements may contribute up to the defined statutory limit into the 401(k) Plan.limit. The 401(k) Plan allows401(k) plans allow for the Company to make matching contributions into the 401(k) Plan and profit sharing contributions in such amounts as may be determined by the Board of Directors. The Company assesses its matching contributions on a quarterly basis based primarily on Company performance in previous periods.

The Company contributed $1,940,$960recognized expenses of $732, $1,648, and $420,$334, respectively, related to the 401(k) Plan401(k) plans for the fiscal years 2017,20162023, 2022, and 2015,2021, respectively.


71


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

Note 1517 – Income Taxes

Income tax expense (benefit) for the fiscal years 2017,20162023, 2022, and 2015 consisted of the following:

2021 were as follows:
 

Years Ended

 
 

December 30,

  

December 31,

  

December 31,

 
 

2017

  

2016

  

2015

 
Fiscal Years EndedFiscal Years Ended
December 30, 2023December 30, 2023December 31, 2022January 1, 2022

Current:

            
Federal
Federal

Federal

 $9,341  $6,646  $4,557 

State

  2,265   1,730   1,104 

Foreign

  263   -   - 

Total current income tax expense

  11,869   8,376   5,661 
            

Deferred:

            
Deferred:
Deferred:
Federal
Federal

Federal

  (10,439)  (1,452)  (565)

State

  (803)  (385)  (101)

Total deferred income tax (benefit)

  (11,242)  (1,837)  (666)
Foreign
Total deferred income tax benefit
            

Total income tax expense

 $627  $6,539  $4,995 
Total income tax expense
Total income tax expense

Temporary differences comprising the net deferred income tax asset (liability)liability shown in the Company’sCompany’s consolidated balance sheets were as follows:

 

December 30,

  

December 31,

 
December 30, 2023December 30, 2023December 31, 2022
Deferred tax asset:
Lease liabilities
Lease liabilities
Lease liabilities
Tax carryforwards
Accrued compensation
 

2017

  

2016

 

Deferred tax asset:

        

Allowance for doubtful accounts

 $703  $580 

Accrued compensation

  2,813   2,548 

Deferred rent

  178   296 

State income taxes

  -   938 
Allowance for doubtful accounts
Allowance for doubtful accounts
Capitalized Research and Development Costs

Other

  116   138 

Total deferred tax asset

  3,810   4,500 
        

Deferred tax liability:

        
Deferred tax liability:
Deferred tax liability:

Acquired intangibles

 $(11,424) $(7,682)

Cash to accrual adjustment

  (2,022)  (2,057)
Acquired intangibles
Acquired intangibles
Right-of-use assets

Depreciation and amortization

  (1,059)  (907)
Other
Other

Other

  (210)  (51)

Total deferred tax liability

  (14,715)  (10,697)

Net deferred tax liability

 $(10,905) $(6,197)
Net deferred tax liability
Net deferred tax liability


As of December 30, 2023 and December 31, 2022, the Company had net non-current deferred tax liabilities of $2,837 and $6,893, respectively. No material valuation allowances are recorded against the Company’s deferred income tax assets as of December 30, 2023 and December 31, 2022. Deferred income tax liabilities primarily relate to depreciation and intangible assets, which are partially offset by deferred tax assets related to the capitalization of research and development costs under Section 174 of the Internal Revenue Code, and other deferred tax items. Beginning in 2022, the Tax Cuts and Jobs Act eliminates the option to currently deduct research and development costs in the period incurred and requires taxpayers to capitalize and amortize such costs over five years pursuant to Section 174 of the Internal Revenue Code.


72


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

As of December 30, 2023, the Company has $2,026 of tax-effected U.S. federal net operating loss carryforwards that will not expire, $82 of foreign net operating loss carryforwards (net of valuation allowance) that will not expire, and $172 of tax-effected state net operating loss carryforwards, of which $123 will begin to expire in the year 2034 and $49 that will not expire. The majority of the net operating loss carryforwards are subject to limitation under the Internal Revenue Code of 1986, as amended ("IRC") Section 382. Additionally, as of December 30, 2023, the Company has $48 of tax-effected state tax credit carryforwards that will expire in the year 2042.
Total income tax expense (benefit) was different than the amount computed by applying the Federal statutory rate as follows:

Fiscal Years EndedFiscal Years Ended
December 30, 2023December 30, 2023December 31, 2022January 1, 2022
Tax at federal statutory rate
State taxes, net of Federal benefit
Stock-based compensation
Federal and state tax credits
Changes in unrecognized tax position
 

Years Ended

 
 

December 30,

  

December 31,

  

December 31,

 
 

2017

  

2016

  

2015

 
Other
            

Tax at federal statutory rate

 $8,622  $6,351  $4,586 

State taxes, net of Federal benefit

  714   960   742 

Federal and state tax credits

  (250)  (165)  (200)

Changes in unrecognized tax position

  506   50   20 

Domestic production activities deduction

  (936)  (602)  (312)

Stock based compensation

  (1,016)  -   - 

Transition tax

  357   -   - 

Effect of change in income tax rate

  (6,249)  -   - 
Other

Other

  (1,121)  (55)  159 

Total income tax expense

 $627  $6,539  $4,995 

As of December 30, 2017 and December 31, 2016, the Company had net non-current deferred tax liabilities of $10,905 and $6,197, respectively. No valuation allowance against the Company’s deferred income tax assets is needed as of December 30, 2017 and December 31, 2016 as it is more-likely-than-not that the positions will be realized upon settlement. Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where the Company has a future obligation for tax purposes. During fiscal year 2017, the Company recorded a deferred tax liability of $15,951 in conjunction with the purchase price allocation of B&C, RDK and H&K as a result of the intangibles acquired in the acquisitions.

The Company’sCompany’s consolidated effective income tax rate was 2.5%7.5%,36.0% 19.9%, and 37.0%24.1% for fiscal years 2017,20162023, 2022, and 2015,2021, respectively.
The difference between the effectiveCompany and its subsidiaries file income tax rate and the combined statutory federal and state income tax rate is principally due to the federal domestic production activities deduction, research and development credit, and other permanent items. Furthermore, in fiscal year 2017, the Company recorded a reduction in income tax expense of $1,016 relating to the income tax benefit received in conjunction with the vesting of restricted stock during the period. Also contributing to the decrease in the effective tax rate for fiscal year 2017 is the lower effective tax rate applicable to the Asia operations purchased in the JBA acquisition at the end of 2016 and the re-measurement of the Company’s deferred tax assets and liabilities as a result of the changereturns in the U.S. corporate tax rate discussed in “Impact of 2017 Tax Reform” below. The difference between the effective income tax rateFederal jurisdiction and the combined statutory federalvarious state and state income tax rate of approximately 39% for 2016 and 2015 is principally due to the federal domestic production activities deduction and research and development credits.

foreign jurisdictions. The Company evaluates tax positions for recognition using a more-likely-than-notmore-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 uponupon the effective settlement with a taxing authority that has full knowledge of all relevant information. The California Franchise Tax Board (“CFTB”) challenged research and development tax credits generated for the years 2005 to 2014. During the fourth quarter of 2017, the Company settled with the CFTB and paid $839 for research and development tax credits for the years 2005 through 2011.Fiscal years 2012 through 20162014 are considered open tax years in the State of California and 2014California. Fiscal years 2020 through 20162023 are considered open tax years in the U.S. federalFederal jurisdiction, state jurisdictions, including the State of California, and other stateforeign jurisdictions. During 2016, the Internal Revenue Service informed the Company

As of its interest to examine the income tax return for the tax year 2014.


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

At December 30, 2017 2023 and December 31, 2016, 2022, the Company had $437$1,633 and $770,$966, respectively, of unrecognized tax benefits. Included in the balance ofgross unrecognized tax benefits, at December 30, 2017 and December 31, 2016 was $437 and $770, respectively, of tax benefits that,which if recognized, $1,440 and $847 would affect our effective tax rate. It is not expected that there will be a significant change in theThe Company expects to reverse an immaterial amount of unrecognized tax benefits in the next 12 months. A reconciliation of the beginning and ending amount of unrecognized tax benefits iswere as follows:

 

December 30,

  

December 31,

 
 

2017

  

2016

 
        
December 30, 2023December 30, 2023December 31, 2022January 1, 2022

Balance, beginning of period

 $770  $570 

Additions based on tax positions related to the current year

  49   16 

Additions for tax positions of prior years

  525   84 

Additions due to acquistions

  -   150 
Lapse of statute of limitations

Reductions for positions of prior years

  (68)  (50)

Settlement

  (839)  - 

Balance, end of period

 $437  $770 
Balance, end of period
Balance, end of period

Impact


The Company records accrued interest and penalties related to unrecognized tax benefits in income tax expense. Accrued interest and penalties related to unrecognized tax benefits in the Consolidated Balance Sheets were $378 and $340 as of 2017 Tax Reform

On December 22, 2017 30, 2023 and December 31, 2022, respectively.


In 2021, the Tax CutsOrganization for Economic Co-operation and Jobs Act (“2017 Tax Reform”Development (“OECD”) wasreleased Pillar Two Global Anti-Base Erosion model rules, designed to ensure large corporations are taxed at a minimum rate of 15% in all countries of operation. The United States has not yet enacted legislation implementing the Pillar Two rules, however, they have been enacted or substantively enacted in the United States. Among its many provisions, the 2017 Tax Reform reduced the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. Additionally, the 2017 Tax Reform requires a one-time transition tax on undistributed foreign earnings.

As of December 30, 2017, certain jurisdictions in which the Company had deferred tax assetsoperates. We are continuing to assess and liabilities primarily related

73

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
monitor the Pillar Two rules, however, we do not expect their impact to amortization, depreciation and adjustments associated with accounting method changes pursuant to Code Sec. 481(a) ofbe material based on the Internal Revenue Code. Prior to the 2017 Tax Reform, the value oflegislation enacted at this net deferred tax liability was recorded at the previous Federal income tax rate of 35%, which represented the expected future obligation to the Company. As a result of the 2017 Tax Reform, the Company recorded a decrease of $6,249 to its deferred tax assets and liabilities, with a corresponding adjustment to deferred income tax expense for fiscal year 2017. The Company also recorded a provisional liability of $357 with a corresponding adjustment to income tax expense related to the one-time transition tax on undistributed foreign earnings. The provisional adjustment related to the 2017 Tax Reform were determined using reasonable estimates. As the Company analyzes additional information that becomes available and further assesses the impact of the provisions in the 2017 Tax Reform there may be subsequent adjustments which will be recorded in the quarters in which such adjustments are determined. The SEC has issued guidance in Staff Accounting Bulletin No.118 that allows for a measurement period of up to one year after the enactment date of the 2017 Tax Reform to finalize the recording of the related tax impacts. The Company currently anticipates finalizing and recording any resulting adjustments by the end of fiscal year 2018.

stage.

Note 1618 – Reportable Segments

The Company reports segment information in accordance with ASC Topic No.280 “Segment Reporting” (“Topic No.280”). The Company’sCompany's Chief Executive Officer, who is the chief operating decision maker and("CODM"), has organized the Company into twothree operating and reportable segments: segments as follows:
•Infrastructure (INF)("INF"), which includes ourthe Company's engineering, civil program management, utility services, and construction quality assurance practices; and practices,
•Building, Technology & Sciences (BTS) (formerly Building, Energy & Sciences (BES)("BTS"), which includes ourthe Company's environmental health sciences, clean energy environmental practicesconsulting, buildings and buildings 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 Company accounts for inter-segment revenues and transfers as if the sales and transfers were to third parties. All significant intercompany balances and transactions are eliminated in consolidation.


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

The following tables set forth summarized financial information concerning our reportable segments:

 

Years Ended

 
 

December 30,

  

December 31,

  

December 31,

 
 

2017

  

2016

  

2015

 
Fiscal Years EndedFiscal Years Ended
December 30, 2023December 30, 2023December 31, 2022January 1, 2022

Gross revenues

            

INF

 $185,238  $159,514  $133,938 
INF
INF

BTS

  152,304   69,218   21,979 

Elimination of inter-segment revenues

  (4,508)  (4,822)  (1,262)
GEO

Total gross revenues

 $333,034  $223,910  $154,655 
            
            
Segment income before taxes
Segment income before taxes

Segment income before taxes

Segment income before taxes

         

INF

 $32,245  $27,688  $19,010 
INF
INF

BTS

  21,018   7,847   6,181 
GEO

Total Segment income before taxes

  53,263   35,535   25,191 

Corporate (1)

  (28,630)  (17,389)  (11,704)

Total income before taxes

 $24,633  $18,146  $13,487 

(1)

Includes amortization of intangibles of $10,310,$4,549 and $2,624

(1)Includes amortization of intangibles of $43,677, $32,341, and $33,498 for the fiscal years ended 2017,2016 and 2015, respectively.

  

December 30,

  

December 31,

 
  

2017

  

2016

 

Assets

        

INF

 $118,585  $100,481 

BTS

  165,857   83,328 

Corporate (1)

  21,338   37,677 

Total assets

 $305,780  $221,486 

(1)

Corporate assets consist of intercomany eliminations and assets not allocated to segments including cash and cash equivalents, propert and equipment and certain other assets.

During fiscal year 2017, the Company derived gross revenues of $10,946 from foreign countries. Such revenues from foreign countries were not significant for fiscal years 2016ended 2023, 2022, and 2015.

2021, respectively.
December 30, 2023December 31, 2022
Assets
INF$222,435 $226,301 
BTS243,154 231,049 
GEO603,630 366,385 
Corporate(1)
101,373 111,988 
Total assets$1,170,592 $935,723 
(1)Corporate assets consist of intercompany eliminations and assets not allocated to segments including cash and cash equivalents and certain other assets.
Substantially all of the Company's assets are located in the United States.

74


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)

Note 17– Quarterly Financial Information (Unaudited)

ManagementThe Company disaggregates its gross revenues from contracts with customers by geographic location, customer-type, and contract-type for each of its 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 following unaudited quarterly financial informationnature, amount, timing, and uncertainty of its revenues and cash flows are affected by economic factors. No sales to an individual customer or country other than the United States accounted for more than 10% of gross revenue for fiscal years 20172023, 2022, and 2016,2021. Gross revenue, classified by the major geographic areas in which is derived from the Company’s unaudited interim financial statements, reflects all adjustments necessary for a fair statement of the results of operations. The fluctuations between periods is a result of acquisitions made during 2017our customers were located, were as follows:

Fiscal Year 2023
INFBTSGEOTotal
United States$374,986 $184,338 $248,262 $807,586 
Foreign— 38,466 15,687 54,153 
Total gross revenues$374,986 $222,804 $263,949 $861,739 

Fiscal Year 2022
INFBTSGEOTotal
United States$395,878 $204,036 $154,584 $754,498 
Foreign— 28,541 3,739 32,280 
Total gross revenues$395,878 $232,577 $158,323 $786,778 

Fiscal Year 2021
INFBTSGEOTotal
United States$383,725 $167,057 $134,003 $684,785 
Foreign— 18,938 2,983 21,921 
Total gross revenues$383,725 $185,995 $136,986 $706,706 

Gross revenue by customer were as follows:
Fiscal Year 2023
INFBTSGEOTotal
Public and quasi-public sector$301,427 $61,313 $223,109 $585,849 
Private sector73,559 161,491 40,840 275,890 
Total gross revenues$374,986 $222,804 $263,949 $861,739 

Fiscal Year 2022
INFBTSGEOTotal
Public and quasi-public sector$312,817 $61,726 $128,786 $503,329 
Private sector83,061 170,851 29,537 283,449 
Total gross revenues$395,878 $232,577 $158,323 $786,778 

Fiscal Year 2021
INFBTSGEOTotal
Public and quasi-public sector$304,753 $66,964 $86,628 $458,345 
Private sector78,972 119,031 50,358 248,361 
Total gross revenues$383,725 $185,995 $136,986 $706,706 

75

NV5 Global, Inc. and 2016 (See Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
Gross revenues by contract type were as follows:
Fiscal Year 2023
INFBTSGEOTotal
Cost-reimbursable contracts$359,423 $162,721 $256,069 $778,213 
Fixed-unit price contracts15,563 60,083 7,880 83,526 
Total gross revenues$374,986 $222,804 $263,949 $861,739 

Fiscal Year 2022
INFBTSGEOTotal
Cost-reimbursable contracts$379,818 $155,632 $157,992 $693,442 
Fixed-unit price contracts16,060 76,945 331 93,336 
Total gross revenues$395,878 $232,577 $158,323 $786,778 


Fiscal Year 2021
INFBTSGEOTotal
Cost-reimbursable contracts$367,310 $133,272 $136,683 $637,265 
Fixed-unit price contracts16,415 52,723 303 69,441 
Total gross revenues$383,725 $185,995 $136,986 $706,706 
Note 4).

 

 

First

  

Second

  

Third

  

Fourth

 
  

Quarter

  

Quarter

  

Quarter

  

Quarter

 
Year Ended December 30, 2017                 
                 

Gross revenues

 $64,059  $83,736  $91,263  $93,976 
                 

Gross profit

 $31,722  $41,360  $46,746  $45,426 
                 

Income from operations

 $2,521  $6,866  $8,959  $8,222 
                 

Income before income tax expense

 $2,282  $6,587  $8,435  $7,329 
                 

Net income and comprehensive income

 $2,270  $4,319  $5,912  $11,505 
                 

Basic earnings per share

 $0.23  $0.42  $0.58  $1.12 
                 

Diluted earnings per share

 $0.21  $0.40  $0.55  $1.06 

  

First

  

Second

  

Third

  

Fourth

 
  

Quarter

  

Quarter

  

Quarter

  

Quarter

 
Year Ended December 31, 2016                
                 

Gross revenues

 $44,905  $55,892  $60,091  $63,022 
                 

Gross profit

 $22,824  $26,209  $27,656  $30,891 
                 

Income from operations

 $3,322  $4,589  $5,475  $5,017 
                 

Income before income tax expense

 $3,253  $4,518  $5,394  $4,981 
                 

Net income and comprehensive income

 $2,055  $2,859  $3,404  $3,289 
                 

Basic earnings per share

 $0.27  $0.33  $0.34  $0.33 
                 

Diluted earnings per share

 $0.25  $0.31  $0.33  $0.31 

Note 18 – 19 - Subsequent Events

On January 12, 2018, 19, 2024, the Company acquired all of the outstanding equity interestinterests in Butsko Utility Design, Inc. (“Butsko”). Butsko is leadingCausseaux, Hewett, & Walpole, LLC, a provider of utility planningengineering and designinfrastructure consulting services serving both public and private sector clients through its offices in Southern California and Washington.Florida. The aggregate purchase price paid by the Company is up to $4,250, paid with a combination$59,500, including $45,000 of cash and stock at closing, $2,000 of the Company's common stock, and future note payments.

On February 2, 2018, the Company acquired CSA (M&E) Ltd. (“CSA”), a leading providerpotential earn-out of Mechanical, Electrical, and Plumbing (MEP) engineering and sustainability consulting services. CSA has provides MEP and sustainability services for the retail, education, healthcare, industrial, corporate, hospitality and infrastructure market sectors with offices in Hong Kong, Macau and the UAE. CSA serves private and public sector clients throughout Asia and the Middle East. The aggregate purchase price paid by the Company is up to $4,200, paid with a combination of cash and stock at closing and future note payments.

Under the acquisition method of accounting, the Company will recognize the assets acquired and the liabilities assumed at their fair values and will record an allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The Company expects goodwill will be recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired, the amount attributable to the reputation of the businesses acquired, the workforce in place and the synergies to be achieved from these acquisitions. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, the Company will engage a third party independent valuation specialist to assist in management’s determination of fair values total of tangible and intangible assets acquired and liabilities of these acquisitions. The initial accounting for these acquisitions is incomplete at this time due to the recent closing of these transactions. The Company expects to establish a preliminary purchase price allocation with respect to these transactions by the end of the first quarter of 2018.

$12,500.


76


ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.    CONTROLS AND PROCEDURES

Controls and Procedures

As of December 30, 2017,30, 2023, the end of the period covered by this Annual Report on Form 10-K, wethe Company carried out an evaluation, under the supervision and with the participation of ourits management, including ourthe Company's Chief Executive Officer and ourits Chief Financial Officer, of the effectiveness of the design and operation of ourthe 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, ourthe Chief Executive Officer and our Chief Financial Officer concluded that, as of December 30, 2017,2023, the end of the period covered by this Annual Report on Form 10-K, the Company’s disclosure controls and procedures were effective suchto provide reasonable assurance that the information relating to the Company required to be disclosed by the Company in our SECthe reports (i) isthat it files or submits under the Exchange Act is: (1) recorded, processed, summarized and reported within the time periods specified inby the SEC’sSecurities and Exchange Commission's rules and forms, and (ii) is(2) accumulated and communicated to the Company’sCompany's management, including ourthe Company's Chief Executive Officer and our Chief Financial Officer, as appropriate, to allowin a manner that allows timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting

Our management

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Our management,Management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 30, 2017.30, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 Internal Control—Integrated Framework.

As disclosed under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Acquisitions, in the fiscal year 2017 we completed the acquisition of the privately-held companies B&C, Lochrane and RDK. These acquired businesses combined constitute 9% of total assets of NV5 Global at December 30, 2017, and 15% of NV5 Global’s gross revenues for the year ended December 30, 2017.

As permitted by SEC guidance for newly acquired businesses, because it was not possible to complete an effective assessment of the acquired companies’ controls by year-end, NV5 Global’s management has excluded B&C, LochraneAxim Geospatial, LLC, the Visual Information Solutions commercial geospatial technology and RDKsoftware business ("VIS") from L3Harris, Bromley Cook Engineering, Inc., Diversified Construction Services, Inc., Gaudet Associates, Inc., Red Technologies (S) Pte. Ltd and Red Technologies (M) Sdn. Bhd., and Technical Design Services, Inc. from its evaluation of disclosure controls and control procedures and management’s report on internal control over financial reporting and changes therein below from the date of such acquisition through December 30, 2017. NV5 Global’s management is in2023. Fiscal 2023 acquisitions constitute 3% of the processtotal assets of reviewing the operationsCompany as of B&C, LochraneDecember 30, 2023, and RDK and implementing NV5 Global’s internal control structure over11% of the acquired operations.

Company’s gross revenues for the fiscal year ended December 30, 2023.

Our management has concluded that, as of December 30, 2017,30, 2023, our internal control over financial reporting was effective based on these criteria.

Report The effectiveness of Independent Registered Public Accounting Firm

Thisthe Company's internal control over financial reporting as of December 30, 2023 has been audited by Deloitte & Touche LLP, the Company's independent registered certified public accounting firm. Their report, which is set forth in Part II, Item 8, Financial Statements, of this Annual Report on Form 10-K, does not includeexpresses an attestation reportunqualified opinion of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation byeffectiveness of the Company's independent registered public accounting firm pursuant to the rules of the SEC, applicable to emerging growth companies that permit the Company to provide only management's report in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is definedas of December 30, 2023.

Changes in Rules 13a-15(f) and 15d-15(f) underInternal Control
There were no changes to the Exchange Act) that occurred during our most recently completed fiscal quarter. As noted above, in the fiscal year 2017 we completed the acquisition of B&C, Lochrane and RDK. As part of the ongoing integration of the acquired businesses, we are in the process of incorporating the controls and related procedures of B&C, Lochrane and RDK. Other than incorporating the B&C, Lochrane and RDK controls, and based on such evaluation, our Principal Executive Officer and Principal Financial Officer concluded that there have not been any changes in ourCompany's internal control over financial reporting as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) that occurred during our most recently completed fiscalthe fourth quarter of 2023 that hashave materially affected, or isare reasonably likely to materially affect, ourthe Company's internal control over financial reporting.


77

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of NV5 Global, Inc.
Hollywood, Florida

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of NV5 Global, Inc. and subsidiaries (the “Company”) as of December 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 30, 2023, of the Company and our report dated February 23, 2024, expressed an unqualified opinion on those financial statements.

As described in Management’s Annual Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Axim Geospatial, LLC, the Visual Information Solutions commercial geospatial technology and software business ("VIS") from L3Harris, Bromley Cook Engineering, Inc., Diversified Construction Services, Inc., Gaudet Associates, Inc., Red Technologies (S) Pte. Ltd and Red Technologies (M) Sdn. Bhd., and Technical Design Services, Inc., which were acquired in 2023 (collectively “the 2023 acquisitions”), and whose financial statements constitute 3% of total assets and 11% of gross revenues of the consolidated financial statement amounts as of and for the year ended December 30, 2023. Accordingly, our audit did not include the internal control over financial reporting at the 2023 acquisitions.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. Federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
78

company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Miami, Florida
February 23, 2024
ITEM 9B.    OTHER INFORMATION

On February 22, 2024, the Board of Directors of the Company appointed Mr. Alexander Hockman and Mr. Ben Heraud to serve in the capacity of co-Chief Executive Officers, with effect from March 1, 2024. Effective March 7, 2017,upon such appointment, Mr. Dickerson Wright, the Audit CommitteeCompany’s current Chief Executive Officer, will assume the role of Executive Chairman and will continue to serve as Chairman of the NV5 Board and remains its largest shareholder. Mr. Hockman and Mr. Heraud will continue to report to Mr. Dickerson Wright.
Mr. Hockman has served as a member of our Board of Directors and as our Chief Operating Officer and President since January 2015. Prior to becoming President and Chief Operating Officer, Mr. Hockman served as our Executive Vice President and President of NV5 - Southeast.
Mr. Hockman has over 30 years of diverse experience in the Boardfields of Directors approvedconstruction inspections, materials testing, geotechnical, environmental, waterfront, construction and building envelope consulting. From March 2003 until March 2010 when he joined NV5, Mr. Hockman served as the Chief Operating Officer of the Construction Materials Testing Division of Bureau Veritas. Further, from 1985 until its acquisition by Bureau Veritas in 2003, Mr. Hockman served as the President of Intercounty Laboratories. Mr. Hockman earned a changeBachelor of Science degree in our fiscal year-endCivil Engineering from Florida International University and financial accounting cycle. With effect from January 1,is a licensed engineer in Florida.
Mr. Ben Heraud has been Chief Operating Officer for NV5 since May 2017 when he joined the Company commenced reportingthrough the acquisition of Energenz. Mr. Heraud co-founded Energenz in Hong Kong in November 2009 and was the Chief Executive Officer from 2013 through to its financial results on a 52/53 week fiscal year ending onacquisition by the Saturday closest to December 31st (whether or notCompany.
Mr. Heraud has over 20 years of technical experience in the following calendar year),field of energy management consulting, building systems commissioning, analytics and design oversight. From 2006 to 2009 Mr. Heraud served as Senior Energy Consultant for Energetics in Sydney, Australia. Prior to this, from 2003 to 2006, he served as Energy and Design Engineer for Spotless Services in Wellington, New Zealand. Mr. Heraud earned a Bachelor of Science degree in Energy Management from Otago University.
The Company expects to enter into revised employment agreements with interim calendar quarters ending on the Saturday closestMr. Hockman and Mr. Heraud prior to the endcommencement date of such calendar quarter (whether or not in the following calendar quarter). As such, in calendar year 2017, the first fiscal quarter ended on April 1, 2017, the second fiscal quarter year ended on July 1, 2017, the third fiscal quarter ended on September 30, 2017, and the fiscal year ended on December 30, 2017.

their new roles.

79


ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable
80

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Information required by this item is incorporated by reference from our definitive proxy statement for the 20182024 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 20172023 year end.

ITEM 11.

EXECUTIVE COMPENSATION.

ITEM 11.    EXECUTIVE COMPENSATION.
Information required by this item is incorporated by reference from our definitive proxy statement for the 20182024 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 20172023 year end.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Information required by this item is incorporatedincorporated by reference from our definitive proxy statement for the 20182024 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 20172023 year end.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information required by this item is incorporated by reference from our definitive proxy statement for the 20182024 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 20172023 year end.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Information

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES.
Information required by this item is incorporated by reference from our definitive proxy statement for the 20182024 Annual Meeting of Stockholders to be filed within 120 days of our fiscal 20172023 year end.


81


PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)Financial Statements:

(1)The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 therein.

(2)All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable.

(3)See attached Exhibit Index of this Annual Report on Form 10-K.

(b)Exhibits:

Number

Description

2.1

Stock Purchase Agreement, dated as of October 25, 2016, by and among J.B.A. Consulting Engineers, Inc., a Nevada corporation, each of the stockholders of J.B.A. Consulting Engineers, Inc., Carl Von Hake, as the sole stockholder representative of J.B.A. Consulting Engineers, Inc. and NV5 Global, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2016)

3.1

3.2

3.3

4.1

4.2

Specimen Warrant Certificate (included in Exhibit 4.5) (Incorporated by reference to Exhibit 4.5 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 11, 2013)

10.2

Form of Restricted Stock Agreement† (Incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 11, 2013)

10.3

Form of Restricted Stock Unit Agreement† (Incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 11, 2013)

10.4

Form of Indemnity Agreement (Incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 28, 2013)


Number

Description

10.5

10.6

10.7

10.8

Employment Agreement, dated January 25, 2012, between NV5, Inc. and Michael Rama† (Incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 28, 2013)

10.9

10.10




82

NumberDescription

10.11

10.12

10.13

10.14

First Amendment to Employment Agreement, dated as of August 11, 2015, between NV5, Inc. and Michael Rama. † (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2015)

10.15


Number

Description

10.16

10.17



23.1*

31.1*

31.2*

32.1

101.INS

XBRL Instance Document

101.SCH

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

†


Indicates a management contract or compensatory plan, contract or arrangement.

arrangement.

*

Filed herewith.

*

*

Filed herewith.

**

Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.



83


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.

Date:

By:

February 23, 2024

/s/ Dickerson Wright

Name:

Dickerson Wright

Title:

Chairman and Chief Executive Officer

Date: March 13, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Title

Date

/s/ Dickerson Wright

Chairman and Chief Executive Officer

March 13, 2018

February 23, 2024

Dickerson Wright

(Principal Executive Officer)

/s/ Michael P. Rama

Edward H. Codispoti

Vice President and Chief Financial Officer

March 13, 2018

February 23, 2024

Michael P. Rama

Edward H. Codispoti

(Principal Financial and Accounting Officer)

/s/ Alexander A. Hockman

Chief Operating Officer, President and Director

March 13, 2018

February 23, 2024

Alexander A. Hockman

/s/ Donald C. Alford

MaryJo O’Brien

Executive Vice President and Director

March 13, 2018

February 23, 2024

DonaldMaryJo O’Brien

/s/ Brian C. Alford

Freckmann

Director

February 23, 2024

Brian C. Freckmann

/s/ Dr. Denise Dickins

Director

February 23, 2024

/s/ Gerald J. Salontai

Dr. Denise Dickins

Director

March 13, 2018

Gerald J Salontai

/s/ Jeffrey A. Liss

Director

March 13, 2018

Jeffrey A. Liss

/s/ William D. Pruitt

Director

Director

March 13, 2018

February 23, 2024

William D. Pruitt

/s/ Francois Tardan

Director

Director

March 13, 2018

February 23, 2024

Francois Tardan

90

84