UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July 3,~~October 2, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-35849

NV5 Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware

45-3458017

(State or other jurisdiction of incorporation or organization)

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

200 South Park Road,

Suite 350

Hollywood,

Florida

33021

(Address of principal executive offices)

(Zip Code)

(954) 495-2112

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

NVEE

The NASDAQ Stock Market

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

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

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

Large accelerated filer

☐

Accelerated Filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August 6,~~November 5, 2021, there were ~~15,381,617~~15,401,051 shares outstanding of the registrant’s common stock, $0.01 par value.

NV5 GLOBAL, INC.

INDEX


		Page

PART I – FINANCIAL INFORMATION

ITEM 1	FINANCIAL STATEMENTS	1

	Consolidated Balance Sheets (unaudited)	2

	Consolidated Statements of Net Income and Comprehensive Income (unaudited)	3

	Consolidated Statement of Changes in Stockholders’ Equity (unaudited)	4

	Consolidated Statements of Cash Flows (unaudited)	6

	Notes to Consolidated Financial Statements (unaudited)	8

ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2623
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3631
ITEM 4	CONTROLS AND PROCEDURES	3631

PART II – OTHER INFORMATION

ITEM 1	LEGAL PROCEEDINGS	3832
ITEM 1A	RISK FACTORS	3832
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3832
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	3832
ITEM 4	MINE SAFETY DISCLOSURES	3832
ITEM 5	OTHER INFORMATION	3832
ITEM 6	EXHIBITS	3933

SIGNATURES		4034

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share data)


		July 3, 2021		January 2, 2021			October 2, 2021		January 2, 2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	113,023	$	64,909	Cash and cash equivalents	$	121,397	$	64,909
Billed receivables, net	Billed receivables, net	109,122		142,705		Billed receivables, net	129,781		142,705
Unbilled receivables, net	Unbilled receivables, net	83,586		74,458		Unbilled receivables, net	86,399		74,458
Prepaid expenses and other current assets	Prepaid expenses and other current assets	11,013		6,804		Prepaid expenses and other current assets	10,529		6,804
Total current assets	Total current assets	316,744		288,876		Total current assets	348,106		288,876
Property and equipment, net	Property and equipment, net	29,444		27,011		Property and equipment, net	29,323		27,011
Right-of-use lease assets, net	Right-of-use lease assets, net	44,196		43,607		Right-of-use lease assets, net	44,866		43,607
Intangible assets, net	Intangible assets, net	175,093		174,931		Intangible assets, net	168,497		174,931
Goodwill	Goodwill	364,562		343,796		Goodwill	366,200		343,796
Other assets	Other assets	3,364		2,954		Other assets	3,892		2,954
Total assets	Total assets	$	933,403	$	881,175	Total assets	$	960,884	$	881,175

Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	38,446	$	39,989	Accounts payable	$	42,272	$	39,989
Accrued liabilities	Accrued liabilities	47,319		45,325		Accrued liabilities	55,251		45,325

Billings in excess of costs and estimated earnings on uncompleted contracts	Billings in excess of costs and estimated earnings on uncompleted contracts	16,805		24,962		Billings in excess of costs and estimated earnings on uncompleted contracts	16,730		24,962
Client deposits	Client deposits	706		380		Client deposits	620		380
Current portion of contingent consideration	Current portion of contingent consideration	3,933		1,334		Current portion of contingent consideration	3,406		1,334
Current portion of notes payable and other obligations	Current portion of notes payable and other obligations	26,989		24,196		Current portion of notes payable and other obligations	17,526		24,196
Total current liabilities	Total current liabilities	134,198		136,186		Total current liabilities	135,805		136,186
Contingent consideration, less current portion	Contingent consideration, less current portion	1,374		1,066		Contingent consideration, less current portion	1,531		1,066
Other long-term liabilities	Other long-term liabilities	39,762		38,737		Other long-term liabilities	40,410		38,737
Notes payable and other obligations, less current portion	Notes payable and other obligations, less current portion	142,347		283,326		Notes payable and other obligations, less current portion	149,862		283,326
Deferred income tax liabilities, net	Deferred income tax liabilities, net	29,736		27,791		Deferred income tax liabilities, net	29,154		27,791
Total liabilities	Total liabilities	347,417		487,106		Total liabilities	356,762		487,106

Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0

Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized, 0 shares issued and outstanding		0		0
Common stock, $0.01 par value; 45,000,000 shares authorized, 15,365,382 and 13,270,131 shares issued and outstanding as of July 3, 2021 and January 2, 2021, respectively		154		133
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, 15,401,051 and 13,270,131 shares issued and outstanding as of October 2, 2021 and January 2, 2021, respectively						Common stock, $0.01 par value; 45,000,000 shares authorized, 15,401,051 and 13,270,131 shares issued and outstanding as of October 2, 2021 and January 2, 2021, respectively	154		133
Additional paid-in capital	Additional paid-in capital	441,049		268,271		Additional paid-in capital	446,612		268,271
Retained earnings	Retained earnings	144,783		125,665		Retained earnings	157,356		125,665
Total stockholders’ equity	Total stockholders’ equity	585,986		394,069		Total stockholders’ equity	604,122		394,069
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	933,403	$	881,175	Total liabilities and stockholders’ equity	$	960,884	$	881,175

See accompanying notes to consolidated financial statements (unaudited).

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME

(UNAUDITED)

(in thousands, except share data)


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020			October 2, 2021		October 3, 2020		October 2, 2021		October 3, 2020
Gross revenues	Gross revenues	$	179,503	$	162,689	$	332,598	$	328,169	Gross revenues	$	185,553	$	169,949	$	518,151	$	498,118

Direct costs:	Direct costs:									Direct costs:
Salaries and wages	Salaries and wages	45,025		45,079		86,485		90,114		Salaries and wages	45,145		46,815		131,630		136,929
Sub-consultant services	Sub-consultant services	29,978		25,244		53,225		52,670		Sub-consultant services	35,779		26,003		89,003		78,673
Other direct costs	Other direct costs	13,114		8,914		22,912		17,402		Other direct costs	12,802		10,370		35,714		27,771
Total direct costs	Total direct costs	88,117		79,237		162,622		160,186		Total direct costs	93,726		83,188		256,347		243,373

Gross profit	Gross profit	91,386		83,452		169,976		167,983		Gross profit	91,827		86,761		261,804		254,745

Operating expenses:	Operating expenses:									Operating expenses:
Salaries and wages, payroll taxes and benefits	Salaries and wages, payroll taxes and benefits	44,213		44,149		87,164		89,706		Salaries and wages, payroll taxes and benefits	44,597		43,750		131,761		133,456
General and administrative	General and administrative	13,367		11,824		24,915		24,980		General and administrative	12,978		13,216		37,891		38,196
Facilities and facilities related	Facilities and facilities related	5,038		5,357		10,135		10,754		Facilities and facilities related	5,194		5,370		15,330		16,125
Depreciation and amortization	Depreciation and amortization	10,216		11,160		19,656		22,200		Depreciation and amortization	10,108		10,187		29,764		32,387
Total operating expenses	Total operating expenses	72,834		72,490		141,870		147,640		Total operating expenses	72,877		72,523		214,746		220,164

Income from operations	Income from operations	18,552		10,962		28,106		20,343		Income from operations	18,950		14,238		47,058		34,581

Interest expense	Interest expense	(1,568)		(4,403)		(3,886)		(8,190)		Interest expense	(1,475)		(3,731)		(5,362)		(11,921)

Income before income tax expense	Income before income tax expense	16,984		6,559		24,220		12,153		Income before income tax expense	17,475		10,507		41,696		22,660
Income tax expense	Income tax expense	(3,346)		(2,056)		(5,102)		(3,462)		Income tax expense	(4,902)		(2,753)		(10,005)		(6,215)
Net income and comprehensive income	Net income and comprehensive income	$	13,638	$	4,503	$	19,118	$	8,691	Net income and comprehensive income	$	12,573	$	7,754	$	31,691	$	16,445

Earnings per share:	Earnings per share:									Earnings per share:
Basic	Basic	$	0.95	$	0.37	$	1.40	$	0.71	Basic	$	0.86	$	0.62	$	2.27	$	1.33
Diluted	Diluted	$	0.91	$	0.36	$	1.35	$	0.69	Diluted	$	0.83	$	0.61	$	2.19	$	1.30

Weighted average common shares outstanding:	Weighted average common shares outstanding:									Weighted average common shares outstanding:
Basic	Basic	14,419,671		12,308,965		13,648,247		12,271,221		Basic	14,593,623		12,434,600		13,963,372		12,328,448
Diluted	Diluted	14,965,188		12,609,918		14,196,035		12,601,830		Diluted	15,069,660		12,749,917		14,486,683		12,650,107

See accompanying notes to consolidated financial statements (unaudited).

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share data)


		Three Months Ended																Three Months Ended
		Common Stock			Additional Paid-In Capital				Retained Earnings									Common Stock				Additional Paid-In Capital				Retained Earnings
		Shares	Amount								Total				Shares				Amount					Total
Balance, March 28, 2020		12,874,424	$	129			$	255,402			$	108,835				$	364,366
Balance, June 27, 2020																Balance, June 27, 2020		13,033,842		$	130			$	258,902			$	113,338			$	372,370
Stock-based compensation	Stock-based compensation	—	—		3,501				—				3,501			Stock-based compensation		—		—		4,020				—				4,020
Restricted stock issuance, net	Restricted stock issuance, net	159,418	1		(1)				—				0			Restricted stock issuance, net		201,406		2		(2)				—				—
Stock issuance for acquisitions	Stock issuance for acquisitions	—	—		—				—				0			Stock issuance for acquisitions		9,465		—		421				—				421

Net income	Net income	—	—		—				4,503				4,503			Net income		—		—		—				7,754				7,754
Balance, June 27, 2020		13,033,842	$	130	$	258,902			$	113,338			$	372,370
Balance, October 3, 2020																Balance, October 3, 2020		13,244,713		$	132	$	263,341			$	121,092			$	384,565

Balance, April 3, 2021		14,933,927	$	149	$	415,895			$	131,145			$	547,189
Balance, July 3, 2021																Balance, July 3, 2021		15,365,382		$	154	$	441,049			$	144,783			$	585,986
Stock-based compensation	Stock-based compensation	—	—		4,094				—				4,094			Stock-based compensation		—		—		4,297				—				4,297
Restricted stock issuance, net	Restricted stock issuance, net	189,520	2		(2)				—				0			Restricted stock issuance, net		20,551		—		—				—				—
Stock issuance for acquisitions	Stock issuance for acquisitions	—	—		(85)				—				(85)			Stock issuance for acquisitions		15,118		—		1,266				—				1,266
Proceeds from secondary offering, net of costs		241,935	3		21,147				—				21,150

Net income	Net income	—	—		—				13,638				13,638			Net income		—		—		—				12,573				12,573
Balance, July 3, 2021		15,365,382	$	154	$	441,049			$	144,783			$	585,986
Balance, October 2, 2021																Balance, October 2, 2021		15,401,051		$	154	$	446,612			$	157,356			$	604,122

See accompanying notes to consolidated financial statements (unaudited).

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share data)


		Six Months Ended																Nine Months Ended
		Common Stock			Additional Paid-In Capital				Retained Earnings									Common Stock							Additional Paid-In Capital			Retained Earnings
		Shares	Amount								Total				Shares					Amount							Total
Balance, December 28, 2019	Balance, December 28, 2019	12,852,357	$	129			$	251,187			$	104,647				$	355,963		Balance, December 28, 2019	12,852,357			$	129				$	251,187	$	104,647	$	355,963
Stock compensation		—	—		6,880				—				6,880
Stock-based compensation																Stock-based compensation		—			—				10,900			—		10,900
Restricted stock issuance, net	Restricted stock issuance, net	163,835	1		(1)				—				0			Restricted stock issuance, net		365,241			3				(3)			—		—
Stock issuance for acquisitions	Stock issuance for acquisitions	12,406	—		558				—				558			Stock issuance for acquisitions		21,871			—				979			—		979
Payment of contingent consideration with common stock	Payment of contingent consideration with common stock	5,244	—		278				—				278			Payment of contingent consideration with common stock		5,244			—				278			—		278
Net income	Net income	—	—		—				8,691				8,691			Net income		—			—				—			16,445		16,445
Balance, June 27, 2020		13,033,842	$	130	$	258,902			$	113,338			$	372,370
Balance, October 3, 2020																Balance, October 3, 2020		13,244,713			$	132			$	263,341		$	121,092	$	384,565

Balance, January 2, 2021	Balance, January 2, 2021	13,270,131	$	133	$	268,271			$	125,665			$	394,069		Balance, January 2, 2021		13,270,131			$	133			$	268,271		$	125,665	$	394,069
Stock-based compensation	Stock-based compensation	—	—		7,790				—				7,790			Stock-based compensation		—			—				12,087			—		12,087
Restricted stock issuance, net	Restricted stock issuance, net	203,056	2		(2)				—				0			Restricted stock issuance, net		223,607			2				(2)			—		—
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation	Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation	(580)	—		(52)				—				(52)			Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation		(580)			—				(52)			—		(52)
Stock issuance for acquisitions	Stock issuance for acquisitions	35,737	—		3,060				—				3,060			Stock issuance for acquisitions		50,855			—				4,326			—		4,326
Proceeds from secondary offering, net of costs	Proceeds from secondary offering, net of costs	1,854,838	19		161,773				—				161,792			Proceeds from secondary offering, net of costs		1,854,838			19				161,773			—		161,792
Payment of contingent consideration with common stock	Payment of contingent consideration with common stock	2,200	—		209				—				209			Payment of contingent consideration with common stock		2,200			—				209			—		209
Net income	Net income	—	—		—				19,118				19,118			Net income		—			—				—			31,691		31,691
Balance, July 3, 2021		15,365,382	$	154	$	441,049			$	144,783			$	585,986
Balance, October 2, 2021																Balance, October 2, 2021		15,401,051			$	154			$	446,612		$	157,356	$	604,122

See accompanying notes to consolidated financial statements (unaudited).

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


		Six Months Ended					Nine Months Ended
		July 3, 2021		June 27, 2020			October 2, 2021		October 3, 2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	19,118	$	8,691	Net income	$	31,691	$	16,445
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	21,936		23,277		Depreciation and amortization	33,397		34,680
Non-cash lease expense	Non-cash lease expense	4,884		4,307		Non-cash lease expense	7,941		6,731
Provision for doubtful accounts	Provision for doubtful accounts	583		1,690		Provision for doubtful accounts	1,077		3,127
Stock-based compensation	Stock-based compensation	7,790		6,880		Stock-based compensation	12,087		10,900
Change in fair value of contingent consideration	Change in fair value of contingent consideration	235		0		Change in fair value of contingent consideration	(67)		—
Gain on disposals of property and equipment	Gain on disposals of property and equipment	(581)		(350)		Gain on disposals of property and equipment	(1,059)		(394)
Deferred income taxes	Deferred income taxes	(2,988)		(869)		Deferred income taxes	(4,318)		(5,905)
Amortization of debt issuance costs	Amortization of debt issuance costs	454		442		Amortization of debt issuance costs	1,024		669
Changes in operating assets and liabilities, net of impact of acquisitions:	Changes in operating assets and liabilities, net of impact of acquisitions:					Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables	Billed receivables	36,727		(1,134)		Billed receivables	16,728		8,089
Unbilled receivables	Unbilled receivables	(7,238)		(2,286)		Unbilled receivables	(10,024)		(7,505)
Prepaid expenses and other assets	Prepaid expenses and other assets	(4,208)		2,117		Prepaid expenses and other assets	(4,160)		2,171
Accounts payable	Accounts payable	(2,446)		138		Accounts payable	1,366		(2,780)
Accrued liabilities	Accrued liabilities	(4,187)		1,922		Accrued liabilities	403		322
Income taxes payable		0		613

Billings in excess of costs and estimated earnings on uncompleted contracts	Billings in excess of costs and estimated earnings on uncompleted contracts	(8,158)		5,241		Billings in excess of costs and estimated earnings on uncompleted contracts	(8,233)		5,706
Deposits	Deposits	307		66		Deposits	218		163
Net cash provided by operating activities	Net cash provided by operating activities	62,228		50,745		Net cash provided by operating activities	78,071		72,419

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)	Cash paid for acquisitions (net of cash received from acquisitions)	(21,652)		0		Cash paid for acquisitions (net of cash received from acquisitions)	(23,569)		(882)
Proceeds from sale of assets	Proceeds from sale of assets	460		437		Proceeds from sale of assets	843		1,053
Purchase of property and equipment	Purchase of property and equipment	(4,028)		(6,145)		Purchase of property and equipment	(6,714)		(8,342)
Net cash used in investing activities	Net cash used in investing activities	(25,220)		(5,708)		Net cash used in investing activities	(29,440)		(8,171)

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	138,750		—
Proceeds from common stock offering	Proceeds from common stock offering	172,500		0		Proceeds from common stock offering	172,500		—
Payments on notes payable	Payments on notes payable	(5,325)		(8,415)		Payments on notes payable	(7,299)		(9,941)
Payments of contingent consideration	Payments of contingent consideration	(413)		(913)		Payments of contingent consideration	(663)		(913)
Payments of borrowings from Senior Credit Facility	Payments of borrowings from Senior Credit Facility	(145,082)		(1,875)		Payments of borrowings from Senior Credit Facility	(283,832)		(20,750)
Payments of common stock offering costs	Payments of common stock offering costs	(10,522)		0		Payments of common stock offering costs	(10,657)		—
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation	Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation	(52)		0		Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation	(52)		—
Payments of debt issuance costs	Payments of debt issuance costs	0		(447)		Payments of debt issuance costs	(890)		(447)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	11,106		(11,650)		Net cash provided by (used in) financing activities	7,857		(32,051)

Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	48,114		33,387		Net increase in cash and cash equivalents	56,488		32,197
Cash and cash equivalents – beginning of period	Cash and cash equivalents – beginning of period	64,909		31,825		Cash and cash equivalents – beginning of period	64,909		31,825
Cash and cash equivalents – end of period	Cash and cash equivalents – end of period	$	113,023	$	65,212	Cash and cash equivalents – end of period	$	121,397	$	64,022

See accompanying notes to consolidated financial statements (unaudited).

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


		Six Months Ended					Nine Months Ended
		July 3, 2021		June 27, 2020			October 2, 2021		October 3, 2020
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)	$	3,294	$	0	Contingent consideration (earn-out)	$	3,476	$	255
Notes payable and other obligations issued for acquisitions	Notes payable and other obligations issued for acquisitions	$	11,174	$	0	Notes payable and other obligations issued for acquisitions	$	11,544	$	500
Stock issuance for acquisitions	Stock issuance for acquisitions	$	3,060	$	558	Stock issuance for acquisitions	$	4,326	$	979
Accrued common stock offering costs	Accrued common stock offering costs	$	186	$	0	Accrued common stock offering costs	$	51	$	—
Finance leases	Finance leases	$	248	$	409	Finance leases	$	269	$	475
Payment of contingent consideration with common stock	Payment of contingent consideration with common stock	$	209	$	278	Payment of contingent consideration with common stock	$	209	$	278

See accompanying notes to consolidated financial statements (unaudited).

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Note 1 – Organization and Nature of Business Operations

Business

NV5 Global, Inc. and its subsidiaries (collectively, the “Company,” or “NV5 Global”) is a provider of professional and technical engineering and consulting solutions to public and private sector clients in the infrastructure, utility services, construction, real estate, and environmental markets, operating nationwide and abroad. The Company’s clients include the U.S. federal, state and local governments, and the private sector. NV5 Global provides a wide range of services, including, but not limited to:


●	Utility services	●	MEP & technology engineering
●	LNG services	●	Commissioning
●	Engineering	●	Program management
●	Civil program management	●	Environmental health & safety
●	Surveying	●	Real estate transaction services
●	Testing, inspection & consulting (TIC)	●	Energy efficiency services
●	Code compliance consulting	●	3D geospatial data modeling
●	Forensic engineering	●	Environmental & natural resources
●	Litigation support	●	Robotic survey solutions
●	Ecological studies	●	Geospatial data applications & software

Fiscal Year

The Company operates on a "52/53 week" fiscal year ending on the Saturday closest to the calendar quarter end, and fiscal 2021 contains 52 weeks compared to fiscal 2020, which contained 53 weeks. As a result, the third quarter of fiscal 2021 ended October 2, 2021 included 13 weeks compared to the third quarter of fiscal 2020 ended October 3, 2020, which included 14 weeks.

Impact of COVID-19 on Our Business

The COVID-19 pandemic has significantly impacted global stock markets and economies. The Company is closely monitoring the impact of the outbreak of COVID-19 on all aspects of its business, including how it will impact the Company's customers and employees. Some of the Company's services were affected, primarily its Geospatial segment, real estate transactional services and hospitality-related services. In particular, due to COVID-19 restrictions, some of the Company's casino and hotel projects have been delayed. As U.S. and international economies begin to reopen and with a vaccine underway, real estate transactional services have recovered, however the Company is unable to predict the ultimate impact that it may have on its business, future results of operations, financial position, or cash flows. The extent to which the Company's operations may be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact. The Company intends to continue to monitor the impact of COVID-19 pandemic on its business closely.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and ~~regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with~~

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NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain all adjustments necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods presented. Accordingly, these statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended January 2, 2021 (the “2020 Form 10-K”). The results of operations and cash flows for the interim periods presented are not necessarily indicative of the results to be expected for any future interim period or for the full 2021 fiscal year.

Performance Obligations

To determine the proper revenue recognition method, the Company evaluates whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. The majority of the Company's contracts have a single performance obligation as the promise to transfer the individual goods or services that is not separately identifiable from other promises in the contracts and therefore, is not distinct.

The Company’s performance obligations are satisfied as work progresses or at a point in time. Revenue on the Company's cost-reimbursable contracts is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it depicts the transfer of control to the customer. Contract costs include labor, sub-consultant services, and other direct costs.

Gross revenue from services transferred to customers at a point in time is recognized when the customer obtains control of the asset, which is generally upon delivery and acceptance by the customer of the reports and/or analysis performed.

As of ~~July 3,~~October 2, 2021, the Company had ~~$678,715~~$740,043 of remaining performance obligations, of which ~~$544,001~~$613,813 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. Most of the Company's government contracts are multi-year contracts for which funding is appropriated on an annual basis, therefore performance obligations include only those amounts that have been funded and authorized and does not reflect the full amounts the Company may receive over the term of such contracts. In the case of non-government contracts and project awards, performance obligations include future revenue at contract or customary rates, excluding contract renewals or extensions that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, the Company includes revenue from such contracts in performance obligations to the extent of the remaining estimated amount.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled receivables (contract assets), and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) on the Consolidated Balance Sheet. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized on these contracts as of the reporting date. This liability is generally classified as current. Revenue recognized that was included in the contract liability balance at the beginning of the fiscal year was ~~$4,742~~$524 and ~~$23,358~~$23,882 for the three and ~~six~~nine months ended ~~July 3,~~October 2, 2021.

Goodwill and Intangible Assets

Goodwill is the excess of consideration paid for an acquired entity over the amounts assigned to assets acquired, including other identifiable intangible assets and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s tangible and identifiable intangible assets and liabilities.

Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its ~~carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial~~

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NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques, and weights the results accordingly. NV5 Global is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. The Company has elected to perform its annual goodwill impairment review as of August 1 of each year. The Company conducts its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill.

As of August 1, ~~2020,~~2021, the Company conducted its annual impairment tests using the quantitative method of evaluating goodwill. Based on the quantitative analyses the Company determined the fair value of each of the reporting units exceeded its carrying value. Therefore, the goodwill was not impaired and the Company did not recognize an impairment charge relating to goodwill as of August 1, ~~2020.~~2021. Furthermore, there were no indicators, events or changes in circumstances that would indicate goodwill was impaired during the period from August 2, ~~2020~~2021 through ~~July 3,~~October 2, 2021.

Identifiable intangible assets primarily include customer backlog, customer relationships, trade names, non-compete agreements, and developed technology. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. There were no indicators, events or changes in circumstances that would indicate intangible assets were impaired during the ~~six~~nine months ended ~~July 3,~~October 2, 2021.

See Note 8, Goodwill and Intangible Assets, for further information on goodwill and identified intangibles.

There have been no material changes in the Company's significant accounting policies described in the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended January 2, 2021.

Note 3 – Recent Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) ("ASU 2020-04"). This ASU provides optional expedients and exceptions to the current guidance on contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts and hedging relationships that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. The guidance was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The Company ~~adopted~~applied this ~~ASU upon issuance~~guidance to its Second A&R Credit Agreement and there was no impact to its financial statements as a ~~result of the adoption. The Company will apply this guidance to any future modifications to its Credit Agreement that references LIBOR.~~result.

Note 4 – Earnings per Share

Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period, excluding unvested restricted shares. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. The effect of potentially dilutive securities is not considered during periods of loss or if the effect is anti-dilutive.

The weighted average number of shares outstanding in calculating basic earnings per share for the ~~six~~nine months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~October 3, 2020 exclude ~~830,182~~767,622 and ~~612,827~~806,457 non-vested restricted shares, respectively. During the three and ~~six~~nine months ended ~~July 3,~~October 2, 2021, there were ~~16,894~~11,081 and ~~11,805~~6,612 weighted average securities which are not included in the calculation of diluted weighted average shares outstanding because their impact is anti-dilutive or their performance conditions have not been met. During the three and ~~six~~nine months ended ~~June 27,~~October 3, 2020, there were ~~180,554~~32,859 and ~~177,029~~72,634 weighted average securities which are not included in the calculation of diluted weighted average shares outstanding because their impact is anti-dilutive.

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NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share:


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020			October 2, 2021		October 3, 2020		October 2, 2021		October 3, 2020
Numerator:	Numerator:									Numerator:
Net income – basic and diluted	Net income – basic and diluted	$	13,638	$	4,503	$	19,118	$	8,691	Net income – basic and diluted	$	12,573	$	7,754	$	31,691	$	16,445

Denominator:	Denominator:									Denominator:
Basic weighted average shares outstanding	Basic weighted average shares outstanding	14,419,671		12,308,965		13,648,247		12,271,221		Basic weighted average shares outstanding	14,593,623		12,434,600		13,963,372		12,328,448
Effect of dilutive non-vested restricted shares and units	Effect of dilutive non-vested restricted shares and units	515,913		245,282		520,824		271,618		Effect of dilutive non-vested restricted shares and units	451,892		269,713		497,287		267,130
Effect of issuable shares related to acquisitions	Effect of issuable shares related to acquisitions	29,604		55,671		26,964		58,991		Effect of issuable shares related to acquisitions	24,145		45,604		26,024		54,529

Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	14,965,188		12,609,918		14,196,035		12,601,830		Diluted weighted average shares outstanding	15,069,660		12,749,917		14,486,683		12,650,107

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 $140,642 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 5 – Business Acquisitions

2021 Acquisitions

~~On February 9,~~The Company has completed 5 acquisitions during 2021 ~~("IDA Closing Date"),~~which are not material individually or in the Company acquired all of the outstanding equity interests in Industrial Design Associates International, Industrial Design Associates International PTE LTD., and IDA Engineering Private Limited (collectively "IDA"), an international engineering services consulting company that provides building commissioning and MEP design services to clients throughout Asia.aggregate. The aggregate purchase price of all 5 acquisitions is ~~$2,955,~~$43,777, including ~~$1,975~~$24,476 of cash, ~~and a $980~~$10,680 of promissory note, payable in 2 equal installments due on each of the sixth month and twelve month anniversaries of the IDA Closing Date. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for IDA, the Company engaged a third-party independent 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 Topic 805, ~~Business Combinations~~ ("ASC 805"). The IDA 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 acquisition date, including intangible assets, accounts receivable, and certain fixed assets.

On February 22, 2021 ("TerraTech Closing Date"), the Company acquired all of the outstanding equity interests in TerraTech Engineers, Inc. ("TerraTech"), a geotechnical engineering, environmental consulting, and materials testing company headquartered in North Carolina. The aggregate purchase price is $7,514, including $3,000 of cash, a $3,200 promissory note (bearing interest at 2.75%), payable in 5 equal installments of $640 due on the first, second, third, fourth and fifth anniversaries of the TerraTech Closing Date, and $450notes, $5,145 of the Company's common stock, ~~(5,204 shares) issued at the closing date. The purchase price also includes $864~~and potential earn-outs of ~~the Company's common stock~~up to $23,900 payable in ~~2 equal installments due on the first~~cash and second anniversaries of the TerraTech Closing Date. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for TerraTech, the Company engaged a third-party independent 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 TerraTech acquisition will necessitate the use of this measurement period

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~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(in thousands, except share data)~~

to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the acquisition date, including intangible assets, accounts receivable, and certain fixed assets.

On March 25, 2021 ("Geodynamics Closing Date"), the Company acquired all of the outstanding equity interests in Geodynamics LLC ("Geodynamics"), a provider of sonar-based, deep-water geospatial solutions. The aggregate purchase price is $19,879, including $11,000 of cash, a $4,000 promissory note (bearing interest at 2.75%), payable in 3 equal installments of $1,333 due on the first, second, and third anniversaries of the Geodynamics Closing Date, and $2,610 of the Company's common stock, ~~(30,533 shares) issued at the closing date. The purchase price also includes a potential $21,000 earn-out of cash,~~ which was recorded at an estimated fair value of ~~$2,269.~~$3,476. An ~~option based~~option-based model was used to determine the fair value of the ~~earn-out,~~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, ~~for Geodynamics,~~ the Company engaged an independent third-party valuation specialist to assist in the determination of fair values. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The Geodynamics 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 acquisition date, including intangible assets, accounts receivable, and certain fixed assets.

~~On May 14,~~ 2021 ("PES Environmental Closing Date"), the Company acquired all of the outstanding equity interests in PES Environmental, Inc. ("PES Environmental"), an environmental engineering and consulting company providing environmental site assessment, water resources and stormwater management, permitting and compliance, industrial hygiene, and litigation support services. The aggregate purchase price is $9,655, including $6,500 of cash, a $1,500 promissory note (bearing interest at 2.75%), payable in 3 equal installments due on the first, second, and third anniversaries of the PES Environmental Closing Date, and $630 of the Company's common stock (7,847 shares) issuable within 90 days of the PES Environmental Closing Date. The purchase price also includes a potential non-interest bearing earn-out of up to $1,100 payable in cash and stock, which was recorded at an estimated fair value of $1,025. An option based model was used to determine the fair value of the earn-out, 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 for PES Environmental, the Company engaged an independent third-party valuation specialist to assist in the determination of fair values. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The PES Environmental acquisitionacquisitions will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the acquisition date, including intangible assets, accounts receivable, and certain fixed assets.

2020 Acquisitions

On July 16, 2020, the Company acquired all of the outstanding equity interests in Mediatech FZ, LLC and Mediatech Information Technology Consultants ("Mediatech"), a technology company providing security, enterprise IT, and building technology solutions in the Middle East and North Africa (MENA) region and South East Asia. Mediatech provides technology design services for the hospitality, industrial, healthcare, commercial, retail, and convention center markets. The Company ~~acquired Mediatech for an~~completed 1 acquisition during 2020 which was not material. The aggregate purchase price ofwas $1,949, including $882 of cash, ~~and~~ $500 in a promissory note, ~~payable in 4 equal installments of $125 due on the first, second, third, and fourth anniversaries of the closing date. The purchase price also includes~~ $312 of the Company's common stock, ~~payable in 4 equal installments due at closing~~ and ~~on the first, second and third anniversaries of the closing date. Further, the purchase price includes~~ $255 in additional contingent payments. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed ~~for Mediatech,~~ the Company performed a fair value assessment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date for the acquisitions closed during the ~~six~~nine months ended ~~July 3,~~October 2, 2021 and the fiscal year ended January 2, 2021:


		Six Months Ended		Fiscal Year Ended			Nine Months Ended		Fiscal Year Ended
		July 3, 2021		January 2, 2021			October 2, 2021		January 2, 2021
Cash	Cash	$	823	$	0	Cash	$	907	$	—
Billed and unbilled receivables, net	Billed and unbilled receivables, net	5,631		1,439		Billed and unbilled receivables, net	6,799		1,439
Right-of-use assets	Right-of-use assets	2,329		0		Right-of-use assets	2,633		—
Property and equipment	Property and equipment	3,475		28		Property and equipment	3,534		28
Prepaid expenses	Prepaid expenses	392		33		Prepaid expenses	497		33
Other assets	Other assets	6		28		Other assets	5		28
Intangible assets:	Intangible assets:					Intangible assets:
Customer relationships	Customer relationships	11,709		237		Customer relationships	12,921		237
Trade name	Trade name	703		30		Trade name	823		30
Customer backlog	Customer backlog	1,547		56		Customer backlog	1,903		56

Non-compete	Non-compete	2,715		5		Non-compete	2,926		5
Total Assets	Total Assets	$	29,330	$	1,856	Total Assets	$	32,948	$	1,856
Liabilities	Liabilities	(5,155)		(345)		Liabilities	(5,888)		(345)
Deferred tax liabilities	Deferred tax liabilities	(4,852)		(86)		Deferred tax liabilities	(5,601)		(86)
Net assets acquired	Net assets acquired	$	19,323	$	1,425	Net assets acquired	$	21,459	$	1,425

Consideration paid (Cash, Notes and/or stock)	Consideration paid (Cash, Notes and/or stock)	$	36,709	$	1,694	Consideration paid (Cash, Notes and/or stock)	$	40,301	$	1,694
Contingent earn-out liability (Cash and stock)	Contingent earn-out liability (Cash and stock)	3,294		255		Contingent earn-out liability (Cash and stock)	3,476		255
Total Consideration	Total Consideration	$	40,003	$	1,949	Total Consideration	$	43,777	$	1,949
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)	Excess consideration over the amounts assigned to the net assets acquired (Goodwill)	$	20,680	$	524	Excess consideration over the amounts assigned to the net assets acquired (Goodwill)	$	22,318	$	524

Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from these acquisitions. See Note 8, Goodwill and Intangible Assets, for further information on fair value adjustments to goodwill and identified intangibles.

The consolidated financial statements of the Company include the results of operations from any business acquired from their respective dates of acquisition. The following table presents the results of operations of businesses acquired from their respective dates of acquisition for the three and ~~six~~nine months ended ~~July 3,~~October 2, 2021.


		Three Months Ended		Six Months Ended			Three Months Ended		Nine Months Ended
		July 3, 2021		July 3, 2021			October 2, 2021		October 2, 2021
Gross revenues	Gross revenues	$	8,529	$	9,981	Gross revenues	$	9,026	$	19,007
Income before income taxes	Income before income taxes	$	2,795	$	3,288	Income before income taxes	$	871	$	4,158

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for the three and ~~six~~nine months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~October 3, 2020 as if the acquisitions ~~of TerraTech, GeoDynamics, and PES Environmental~~ had occurred at the beginning of fiscal year 2020. The pro forma information provided below is compiled from the pre-acquisition financial information ~~of TerraTech, GeoDynamics, and PES Environmental~~ and includes pro forma adjustments for amortization expense, adjustments to certain expenses, and the income tax impact of these adjustments. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of these acquisitions actually been acquired at the beginning of fiscal year 2020 or (ii) future results of operations:

Three Months Ended Six Months Ended
July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020
Gross revenues $ 180,954 $ 168,656 $ 339,947 $ 341,214
Net income $ 13,551 $ 4,484 $ 19,299 $ 8,974
Basic earnings per share $ 0.94 $ 0.36 $ 1.41 $ 0.73
Diluted earnings per share $ 0.91 $ 0.35 $ 1.36 $ 0.71

~~The pro forma results for Mediatech and IDA have not been presented as the financial impact on the Company's consolidated financial statements would be immaterial.~~


	Three Months Ended				Nine Months Ended
	October 2, 2021		October 3, 2020		October 2, 2021		October 3, 2020
Gross revenues	$	186,166	$	177,689	$	527,824	$	520,412
Net income	$	12,696	$	7,955	$	32,059	$	16,869
Basic earnings per share	$	0.87	$	0.64	$	2.30	$	1.36
Diluted earnings per share	$	0.84	$	0.62	$	2.21	$	1.33

Note 6 – Billed and Unbilled Receivables

Billed and Unbilled Receivables consists of the following:


		July 3, 2021		January 2, 2021			October 2, 2021		January 2, 2021
Billed receivables	Billed receivables	$	114,779	$	149,233	Billed receivables	$	135,590	$	149,233
Less: allowance for doubtful accounts	Less: allowance for doubtful accounts	(5,657)		(6,528)		Less: allowance for doubtful accounts	(5,809)		(6,528)
Billed receivables, net	Billed receivables, net	$	109,122	$	142,705	Billed receivables, net	$	129,781	$	142,705

Unbilled receivables	Unbilled receivables	$	85,996	$	76,609	Unbilled receivables	$	88,685	$	76,609
Less: allowance for doubtful accounts	Less: allowance for doubtful accounts	(2,410)		(2,151)		Less: allowance for doubtful accounts	(2,286)		(2,151)
Unbilled receivables, net	Unbilled receivables, net	$	83,586	$	74,458	Unbilled receivables, net	$	86,399	$	74,458

Note 7 – Property and Equipment, net

Property and equipment, net, consists of the following:


		July 3, 2021		January 2, 2021			October 2, 2021		January 2, 2021
Office furniture and equipment	Office furniture and equipment	$	3,845	$	3,782	Office furniture and equipment	$	3,933	$	3,782
Computer equipment	Computer equipment	16,648		15,597		Computer equipment	17,357		15,597
Survey and field equipment	Survey and field equipment	27,143		22,866		Survey and field equipment	31,237		22,866
Leasehold improvements	Leasehold improvements	6,406		6,322		Leasehold improvements	6,354		6,322
Total	Total	54,042		48,567		Total	58,881		48,567
Less: accumulated depreciation	Less: accumulated depreciation	(24,598)		(21,556)		Less: accumulated depreciation	(29,558)		(21,556)
Property and equipment, net	Property and equipment, net	$	29,444	$	27,011	Property and equipment, net	$	29,323	$	27,011

Depreciation expense was ~~$2,865~~$2,974 and ~~$5,439~~$8,413 for the three and ~~six~~nine months ended ~~July 3,~~October 2, 2021, respectively, of which ~~$1,178~~$1,353 and ~~$2,280~~$3,633 was included in other direct costs for the three and ~~six~~nine months ended ~~July 3,~~October 2, 2021. Depreciation expense was ~~$2,725~~$2,786 and ~~$5,426~~$8,212 for the three and ~~six~~nine months ended ~~June 27,~~October 3, 2020, respectively, of which ~~$1,077~~$1,215 and ~~$2,179~~$3,394 was included in other direct costs for the three and ~~six~~nine months ended ~~June 27,~~October 3, 2020, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Note 8 – Goodwill and Intangible Assets

Goodwill

The changes in the carrying value by reportable segment for the ~~six~~nine months ended ~~July 3,~~October 2, 2021 were as follows:


		Six Months Ended									Nine Months Ended
		January 2, 2021		2021 Acquisitions		Adjustments		July 3, 2021			January 2, 2021		2021 Acquisitions		Adjustments		October 2, 2021
INF	INF	$	87,333	$	3,392	$	0	$	90,725	INF	$	87,333	$	3,392	$	—	$	90,725
BTS	BTS	78,848		5,790		86		84,724		BTS	78,848		8,341		86		87,275
GEO	GEO	177,615		11,498		0		189,113		GEO	177,615		10,585		—		188,200
Total	Total	$	343,796	$	20,680	$	86	$	364,562	Total	$	343,796	$	22,318	$	86	$	366,200

During the ~~six~~nine months ended ~~July 3,~~October 2, 2021, the Company recorded goodwill related to ~~the~~ acquisitions of ~~IDA, TerraTech, Geodynamics, and PES Environmental of $832, $3,392, $11,498, and $4,958, respectively,~~$22,318 and a purchase price allocation adjustment of $86 that increased goodwill for the acquisition ~~of Mediatech.~~related to fiscal 2020.

Intangible Assets

Intangible assets, net, as of ~~July 3,~~October 2, 2021 and January 2, 2021 consist of the following:


		July 3, 2021						January 2, 2021							October 2, 2021						January 2, 2021
		Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount			Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount
Finite-lived intangible assets:	Finite-lived intangible assets:													Finite-lived intangible assets:
Customer relationships(1)	Customer relationships(1)	$	194,757	$	(55,536)	$	139,221	$	183,048	$	(46,506)	$	136,542	Customer relationships(1)	$	195,969	$	(60,241)	$	135,728	$	183,048	$	(46,506)	$	136,542
Trade name(2)	Trade name(2)	15,220		(13,540)		1,680		14,517		(12,099)		2,418		Trade name(2)	15,340		(14,168)		1,172		14,517		(12,099)		2,418
Customer backlog(3)	Customer backlog(3)	26,658		(22,372)		4,286		25,111		(19,709)		5,402		Customer backlog(3)	27,014		(23,795)		3,219		25,111		(19,709)		5,402
Non-compete(4)	Non-compete(4)	12,088		(7,920)		4,168		9,373		(6,909)		2,464		Non-compete(4)	12,299		(8,476)		3,823		9,373		(6,909)		2,464
Developed technology(5)	Developed technology(5)	32,944		(7,206)		25,738		32,944		(4,839)		28,105		Developed technology(5)	32,944		(8,389)		24,555		32,944		(4,839)		28,105
Total finite-lived intangible assets	Total finite-lived intangible assets	$	281,667	$	(106,574)	$	175,093	$	264,993	$	(90,062)	$	174,931	Total finite-lived intangible assets	$	283,566	$	(115,069)	$	168,497	$	264,993	$	(90,062)	$	174,931

(1) Amortized on a straight-line basis over estimated lives (5 to 12 years)

(2) Amortized on a straight-line basis over their estimated lives (1 to 3 years)

(3) Amortized on a straight-line basis over their estimated lives (1 to 5 years)

(4) Amortized on a straight-line basis over their contractual lives (2 to 5 years)

(5) Amortized on a straight-line basis over their estimated lives (5 to 7 years)

Amortization expense was ~~$8,529~~$8,487 and ~~$16,497~~$24,984 during the three and ~~six~~nine months ended ~~July 3,~~October 2, 2021, respectively, and ~~$9,512~~$8,615 and ~~$17,851~~$26,468 during the three and ~~six~~nine months ended ~~June 27,~~October 3, 2020, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Note 9 – Accrued Liabilities

Accrued liabilities consist of the following:


		July 3, 2021		January 2, 2021			October 2, 2021		January 2, 2021
Current portion of lease liability	Current portion of lease liability	$	12,879	$	13,161	Current portion of lease liability	$	12,981	$	13,161
Accrued vacation	Accrued vacation	14,542		11,998		Accrued vacation	14,012		11,998
Payroll and related taxes	Payroll and related taxes	11,453		10,744		Payroll and related taxes	16,954		10,744
Benefits	Benefits	3,130		4,764		Benefits	4,716		4,764
Accrued operating expenses	Accrued operating expenses	3,568		2,792		Accrued operating expenses	4,425		2,792
Professional liability reserve	Professional liability reserve	902		949		Professional liability reserve	1,063		949
Accrued interest expense	Accrued interest expense	507		506		Accrued interest expense	688		506
Income tax payable and other liabilities	Income tax payable and other liabilities	338		411		Income tax payable and other liabilities	412		411
Total	Total	$	47,319	$	45,325	Total	$	55,251	$	45,325

Note 10 – Notes Payable and Other Obligations

Notes payable and other obligations consists of the following:


		July 3, 2021		January 2, 2021			October 2, 2021		January 2, 2021
Senior credit facility	Senior credit facility	$	138,750	$	283,832	Senior credit facility	$	138,750	$	283,832
Uncollateralized promissory notes	Uncollateralized promissory notes	28,374		23,175		Uncollateralized promissory notes	27,732		23,175
Finance leases	Finance leases	2,742		2,994		Finance leases	2,432		2,994
Other obligations	Other obligations	2,645		1,151		Other obligations	1,971		1,151
Debt issuance costs, net of amortization	Debt issuance costs, net of amortization	(3,175)		(3,630)		Debt issuance costs, net of amortization	(3,497)		(3,630)
Total notes payable and other obligations	Total notes payable and other obligations	169,336		307,522		Total notes payable and other obligations	167,388		307,522
Current portion of notes payable and other obligations	Current portion of notes payable and other obligations	26,989		24,196		Current portion of notes payable and other obligations	17,526		24,196
Notes payable and other obligations, less current portion	Notes payable and other obligations, less current portion	$	142,347	$	283,326	Notes payable and other obligations, less current portion	$	149,862	$	283,326

As of ~~July 3,~~October 2, 2021 and January 2, 2021, 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.

Future contractual maturities of long-term debt as of October 2, 2021 are as follows:


Fiscal year	Amount
Remainder of 2021	$	9,025
2022	12,466
2023	6,081
2024	3,196
2025	710
2026 and thereafter	139,407
Total	$	170,885

Senior Credit Facility

On ~~December 20, 2019~~August 13, 2021 (the "Closing Date"), the Company amended and restated its Credit Agreement ~~(the "A~~(The "Second A&R Credit Agreement"), originally dated December 7, 2016 and as amended ~~on December 20, 2018,~~to the Closing Date, with Bank of America, N.A. ("Bank of America"), as administrative agent, swingline lender and letter of credit issuer, the other lenders party thereto, and certain of the Company's subsidiaries as guarantors. Pursuant to the A&R Credit Agreement, the lenders provided term commitments of $150,000 in the aggregate in a single draw on the Closing Date to fund the acquisition of QSI and various costs and expenses relating thereto and revolving commitments totaling $215,000 in the aggregate. The revolving commitment is available through December 20, 2024 (the "Maturity Date"), at which time the term commitments and revolving commitments will be due and payable in full. An aggregate amount of $320,500 was drawn under the A&R Credit Agreement on the Closing Date to fund the QSI acquisition and repay previously existing borrowings. Borrowings under the A&R Credit Agreement are secured by a first priority lien on substantially all of the assets of the Company. The A&R Credit Agreement also includes an accordion feature permitting the Company to request an increase in either the term facility or the revolver facility under the A&R Credit Agreement by an additional amount of up to $100,000 in the aggregate.

~~Borrowings under the term facility amortize at the rate of 5.0% per annum for the first two years of the facility and thereafter at the rate of 7.5% per annum until the Maturity Date.~~

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

~~On May 5, 2020 (the "Amendment Closing Date"), in response~~the Company's subsidiaries as guarantors. Pursuant to the ~~COVID-19 pandemic, the Company entered into an amendment to the~~Second A&R Credit Agreement, the previously drawn term commitments of $150,000 and revolving commitments totaling $215,000 in the aggregate were converted into revolving commitments totaling $400,000 in the aggregate. These revolving commitments are available through August 13, 2026 (the ~~"Amended~~"Maturity Date") and an aggregate amount of approximately $138,750 was drawn under the Second A&R Credit ~~Agreement")~~Amendment on the Closing Date to ~~amend~~repay previously existing borrowings under the ~~financial covenants that requires NV5 Global~~term and revolving facilities prior to maintain a consolidated leverage ratio (the ratio of the Company's pro forma consolidated funded indebtedness to the Company's pro forma consolidated EBITDA for the most recently completed measurement period).such amendment and restatement. The ~~amended consolidated leverage ratio requirements are as follows:~~


~~Measurement Period Ending~~			~~Maximum Consolidated Leverage Ratio~~
~~Amendment Closing Date through June 27, 2020~~			~~4.50 to 1.00~~
~~June 28, 2020 through October 3, 2020~~			~~5.00 to 1.00~~
~~October 4, 2020 through January 2, 2021~~			~~5.25 to 1.00~~
~~January 3, 2021 and April 3, 2021~~			~~4.75 to 1.00~~
~~April 4, 2021 and July 3, 2021~~			~~4.00 to 1.00~~
~~July 4, 2021 and thereafter~~			~~3.50 to 1.00~~

These financial covenants also require the Company to maintain a consolidated fixed charge coverage ratio of no less than 1.20 to 1.00 as of the end of any measurement period. As of July 3, 2021, the Company was in compliance with the financial covenants.

~~The Amended~~Second A&R Credit Agreement also ~~amended pricing terms~~includes an accordion feature permitting the Company to request an increase in the revolving facility under the Second A&R Credit Agreement by an additional amount of up to $200,000 in the aggregate.

Borrowings under the Second A&R Credit Agreement bear interest at variable rates which ~~remain variable and~~are, at the Company's option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offered Rate) plus an applicable margin or a base rate denominated in U.S. dollars. Interest rates remain subject to change based on the Company's consolidated leverage ratio. As of ~~July 3,~~October 2, 2021 the Company's interest rate was ~~2.3%~~1.1%.

The Second A&R Credit Agreement contains financial covenants that require NV5 Global to maintain a consolidated net leverage ratio (the ratio of the Company's pro forma consolidated net funded indebtedness to the Company's pro forma consolidated EBITDA for the most recently completed measurement period) of no greater than 4.00 to 1.00.

These financial covenants also require the Company to maintain a consolidated fixed charge coverage ratio of no less than 1.10 to 1.00 as of the end of any measurement period. As of October 2, 2021, the Company was in compliance with the financial covenants.

The ~~Amended~~Second A&R Credit Agreement contains covenants that may have the effect of limiting the Company's ability to, among other things, merge with or acquire other entities, enter into a transaction resulting in a Change in Control, create certain new liens, incur certain additional indebtedness, engage in certain transactions with affiliates, or engage in new lines of business or sell a substantial part of their assets. The ~~Amended~~Second A&R Credit Agreement also contains customary events of default, including (but not limited to) a default in the payment of principal or, following an applicable grace period, interest, breaches of the Company's covenants or warranties under the ~~Amended~~Second A&R Credit Agreement, payment default or acceleration of certain indebtedness, certain events of bankruptcy, insolvency or liquidation, certain judgments or uninsured losses, changes in control and certain liabilities related to ERISA based plans.

The ~~Amended~~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 ~~Amended~~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 ~~no more than $10,000~~1.00 and available liquidity (defined as unrestricted, domestically held cash plus revolver availability) would be at least $30,000, in ~~any fiscal year, so long as no default shall exist at the time of or arise as a result from~~each case after giving effect to such payment.

Total debt issuance costs incurred and capitalized in connection with the issuance of the ~~Amended~~Second A&R Credit Agreement were ~~$4,123.~~$3,617. Total amortization of debt issuance costs was ~~$227~~$571 and ~~$454~~$1,024 during the three and ~~six~~nine months ended ~~July 3,~~October 2, 2021, respectively, and ~~$222~~$227 and ~~$442~~$669 during the three and ~~six~~nine months ended ~~June 27,~~October 3, 2020, respectively.

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~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(in thousands, except share data)~~

Other Obligations

~~On May 14, 2021, the~~The Company ~~acquired PES Environmental. The purchase price allowed for the payment~~has aggregate obligations related to acquisitions of ~~$630 in shares of the Company's stock payable within 90 days of the PES Environmental Closing Date. At July 3, 2021, the outstanding balance on this obligation was $630.~~

~~On February 22, 2021, the Company acquired TerraTech. The purchase price allowed for the payment of $864 in shares of the Company's stock or a combination of cash~~$29,703 and ~~shares of the Company's stock, at its discretion, payable in 2 equal annual installments. At July 3, 2021, the outstanding balance on this obligation was $864.~~

On July 16, 2020, the Company acquired Mediatech. The purchase price allowed for the payment of $230 in shares of the Company's stock or a combination of cash and shares of the Company's stock, at its discretion, payable in 3 equal annual installments. At July 3, 2021 and January 2, 2021, the outstanding balance on this obligation was $230.

On July 1, 2019, the Company acquired GeoDesign. The purchase price allowed for the payment of $425 in shares of the Company's stock or a combination of cash and shares of the Company's stock, at its discretion, payable on the first and second anniversary of July 1, 2019. At July 3, 2021 and January 2, 2021, the outstanding balance on this obligation was $44.

On November 2, 2018, the Company acquired CHI. 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 its discretion, payable in 3 equal annual installments. At July 3, 2021 and January 2, 2021, the outstanding balance of this obligation was $877.

~~Uncollateralized Promissory Notes~~

On May 14, 2021, the Company acquired PES Environmental. The purchase price included an uncollateralized $1,500 promissory note bearing interest at 2.75% ("PES Environmental Note") and payable in 3 equal annual installments. The outstanding balance of the PES Environmental Note was $1,500$24,326 as of ~~July 3, 2021.~~

On March 25, 2021, the Company acquired Geodynamics. The purchase price included an uncollateralized $4,000 promissory note bearing interest at 2.75% ("Geodynamics Note") and payable in 3 equal annual installments. The outstanding balance of the Geodynamics Note was $4,000 as of July 3, 2021.

On February 22, 2021, the Company acquired TerraTech. The purchase price included an uncollateralized $3,200 promissory note bearing interest at 2.75% ("TerraTech Note") and payable in 5 equal annual installments. The outstanding balance of the TerraTech Note was $3,200 as of July 3, 2021.

~~On February 9, 2021, the Company acquired IDA. The purchase price included an uncollateralized $980 promissory note ("IDA Note") payable in~~October 2, ~~equal annual installments. The outstanding balance of the IDA Note was $980 as of July 3, 2021.~~

On July 16, 2020, the Company acquired Mediatech. The purchase price included an uncollateralized $500 promissory note ("Mediatech Note") payable in 4 equal annual installments. The outstanding balance of the Mediatech Note was $500 as of July 3, 2021 and January 2, 2021.

On July 1, 2019, the Company acquired GeoDesign. The purchase price included an uncollateralized $2,000 promissory note bearing interest at 4.0% ("GeoDesign Note") and payable in 4 equal annual installments. The outstanding balance of the GeoDesign Note was $1,000 and $1,500 as of July 3, 2021 and January 2, 2021, respectively.

On June 3, 2019, the Company acquired Alta. The purchase price included an uncollateralized $2,000 promissory note bearing interest at 4.0% ("Alta Note") and payable in 4 equal annual installments. The outstanding balance of the Alta Note was $1,000 and $1,500 as of July 3, 2021 and January 2, 2021, respectively.

On June 3, 2019, the Company acquired Page One. The purchase price included an uncollateralized $1,000 promissory note bearing interest at 3.0% ("Page One Note") and payable in 3 equal annual installments. The outstanding balance of the Page One Note was $333 and $700 as of July 3, 2021 and January 2, 2021, respectively.

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~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

~~(in thousands, except share data)~~

On March 22, 2019, the Company acquired The Sextant Group. The purchase price included an uncollateralized $4,000 promissory note bearing interest at 4.0% ("The Sextant Group Note") and payable in 4 equal annual installments. The outstanding balance of The Sextant Group Note was $2,000 and $3,000 as of July 3, 2021 and January 2, 2021, respectively.

On December 31, 2018, the Company acquired certain assets of Celtic. The purchase price included an uncollateralized $300 promissory note bearing interest at 3.0% (the "Celtic Note") payable in 3 equal annual installments. The outstanding balance of the Celtic Note was $97 and $100 as of July 3, 2021 and January 2, 2021, respectively.

On November 2, 2018, the Company acquired CHI. The purchase price included an uncollateralized $15,000 promissory note bearing interest at 3.0% (the "CHI Note") payable in 4 equal annual installments. The outstanding balance of the CHI Note was $7,500 as of July 3, 2021 and January 2, 2021.

On August 24, 2018, the Company acquired CALYX. The purchase price included an uncollateralized $4,000 promissory note bearing interest at 3.75% payable in 4 equal annual installments of $1,000. The outstanding balance of the CALYX Note was $2,000 as of July 3, 2021 and January 2, 2021.

On February 2, 2018, the Company acquired CSA. The purchase price included an uncollateralized $600 promissory note bearing interest at 3.0% (the "CSA Note") payable in 4 equal annual installments of $150. The outstanding balance of the CSA Note was $150 and $300 as of July 3, 2021 and January 2, 2021, respectively.

On January 12, 2018, the Company acquired all of the outstanding equity interest in Butsko. The purchase price included an uncollateralized $1,000 promissory note bearing interest at 3.0% (the "Butsko Note") payable in 4 equal annual installments of $250. The outstanding balance of the Butsko Note was $300 and $500 as of July 3, 2021 and January 2, 2021, 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 4 equal annual installments of $1,375. There was 0 outstanding balance on the RDK Note as of July 3, 2021. As of January 2, 2021, the outstanding balance of the RDK Note was $1,375.

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 4 equal annual installments of $150. There was 0 outstanding balance on the H&K Note as of July 3, 2021. As of January 2, 2021, the outstanding balance of the H&K Note was $150.

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 4 equal annual installments of $413. There was 0 outstanding balance on the Lochrane Note as of July 3, 2021. As of January 2, 2021, the outstanding balance of the Lochrane Note was $413.

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 4 equal annual installments of $675. The outstanding balance of the Hanna Note was $430 as of July 3, 2021 and January 2, 2021.

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 5 equal annual installments of $1,400. The outstanding balance of the JBA Note was $3,011 as of July 3, 2021 and January 2, 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Note 11 – Contingent Consideration

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

July 3, 2021 January 2, 2021
Contingent consideration, beginning of the year $ 2,400 $ 4,002
Additions for acquisitions 3,294 255
Reduction of liability for payments made (622) (1,857)
Increase of liability related to re-measurement of fair value 235 0
Total contingent consideration, end of the period 5,307 2,400
Current portion of contingent consideration 3,933 1,334
Contingent consideration, less current portion $ 1,374 $ 1,066


	October 2, 2021		January 2, 2021
Contingent consideration, beginning of the year	$	2,400	$	4,002
Additions for acquisitions	3,476		255
Reduction of liability for payments made	(872)		(1,857)
Increase of liability related to re-measurement of fair value	(67)		—
Total contingent consideration, end of the period	4,937		2,400
Current portion of contingent consideration	3,406		1,334
Contingent consideration, less current portion	$	1,531	$	1,066

Note 12 – Commitments and Contingencies

Litigation, Claims and Assessments

The Company is subject to certain claims and lawsuits typically filed against the engineering, consulting and construction profession, alleging primarily professional errors or omissions. The Company carries professional liability insurance, subject to certain deductibles and policy limits, against such claims. However, in some actions, parties are seeking damages that exceed our insurance coverage or for which we are not insured. While management does not believe that the resolution of these claims will have a material adverse effect, individually or in aggregate, on its financial position, results of operations or cash flows, management acknowledges the uncertainty surrounding the ultimate resolution of these matters.

Note 13 – Stock-Based Compensation

In October 2011, our stockholders approved the 2011 Equity Incentive Plan, which was subsequently amended and restated in March 2013 (as amended, the “2011 Equity Plan”). The 2011 Equity Plan provides directors, executive officers, and other employees of the Company with additional incentives by allowing them to acquire ownership interest in the business and, as a result, encouraging them to contribute to the Company’s success. We 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 ~~July 3,~~October 2, 2021, ~~661,858~~641,307 shares of common stock are authorized and reserved for issuance under the 2011 Equity Plan. This reserve automatically increases on each January 1 from 2014 through 2023, by an amount equal to the smaller of (i) 3.5% of the number of shares issued and outstanding on the immediately preceding December 31, or (ii) an amount determined by our Board of Directors. The restricted shares of common stock granted generally provide for service-based vesting after two to four years following the grant date.

The following summarizes the activity of restricted stock awards during the ~~six~~nine months ended ~~July 3,~~October 2, 2021:


		Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units	Weighted Average Grant Date Fair Value			Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units	Weighted Average Grant Date Fair Value
January 2, 2021	January 2, 2021	770,183	$	57.20	January 2, 2021	770,183	$	57.20
Granted	Granted	235,418	$	90.02	Granted	262,509	$	91.31
Vested	Vested	(137,477)	$	62.13	Vested	(220,588)	$	65.16
Forfeited	Forfeited	(32,362)	$	57.71	Forfeited	(33,902)	$	58.25
July 3, 2021		835,762	$	65.83
October 2, 2021					October 2, 2021	778,202	$	66.33

Stock-based compensation expense relating to restricted stock awards during the three and ~~six~~nine months ended ~~July 3,~~October 2, 2021 was ~~$4,094~~$4,297 and ~~$7,790,~~$12,087, respectively, and ~~$3,501~~$4,020 and ~~$6,880~~$10,900 during the three and ~~six~~nine months ended ~~June 27,~~October 3, 2020, respectively. Approximately ~~$34,940~~$32,395 of deferred compensation, which is expected to be recognized over the remaining weighted ~~average~~

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

average vesting period of 1.8 years, is unrecognized at ~~July 3,~~October 2, 2021. The total fair value of restricted shares vested during the ~~six~~nine months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~October 3, 2020 was ~~$12,426~~$20,376 and ~~$8,426,~~$8,837, respectively.

Note 14 – Income Taxes

As of ~~July 3,~~October 2, 2021 and January 2, 2021, the Company had net deferred income tax liabilities of ~~$29,736~~$29,154 and $27,791, respectively. Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where we have a future obligation for tax purposes.

The Company's effective income tax rate was ~~19.7%~~28.1% and ~~21.1%~~24.0% during the three and ~~six~~nine months ended ~~July 3,~~October 2, 2021, respectively, and ~~31.3%~~26.2% and ~~28.5%~~27.4% during the three and ~~six~~nine months ended ~~June 27,~~October 3, 2020, respectively. The difference between the effective income tax rate and the combined statutory federal and state income tax rate in 2021 was primarily due to the recognition of tax expense resulting from the reduction of federal tax credits recorded in the third quarter and the recognition of excess tax benefits from stock-based payments in the second ~~quarter of 2021~~quarter. The difference between the effective income tax rate and the combined statutory federal and state income tax rate in 2020 was primarily due to the recognition of tax expense from stock-based payments in the second ~~quarter in 2020.~~quarter.

The Company evaluates tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. The California Franchise Tax Board (“CFTB”) challenged research and development tax credits generated for the years 2012 to 2014. Fiscal years 2012 through 2020 are considered open tax years in the State of California and ~~2017~~2018 through 2020 in the U.S. federal jurisdiction and other state and foreign jurisdictions. It is not expected that there will be a significant change in the unrecognized tax benefits within the next 12 months.

Note 15 – Reportable Segments

The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting” (“Topic No. 280”). The Company's Chief Executive Officer, who is the chief operating decision maker ("CODM"), organized the Company into 3 operating and reportable segments: Infrastructure ("INF"), which includes the Company's engineering, civil program management, utility services, and construction quality assurance, testing and inspection practices; Building, Technology & Sciences ("BTS"), which includes the Company's environmental, buildings and program management, and MEP & technology practices; and Geospatial Solutions ("GEO"), which includes the Company's geospatial solution practices. The prior period results of the Company's INF and GEO reportable segments were adjusted to include the results of Skyscene, LLC ("Skyscene") in the Company's GEO reportable segment. The adjustment to the INF and GEO segments was not material to prior period segment financial results.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

The Company evaluates the performance of these reportable segments based on their respective operating income before the effect of amortization expense related to acquisitions and other unallocated corporate expenses. The following tables set forth summarized financial information concerning our reportable segments:


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020			October 2, 2021		October 3, 2020		October 2, 2021		October 3, 2020
Gross revenues	Gross revenues									Gross revenues
INF	INF	$	97,755	$	87,087	$	185,288	$	170,820	INF	$	99,365	$	94,693	$	284,653	$	265,515
BTS	BTS	43,818		36,641		82,423		79,752		BTS	51,381		39,861		133,804		119,610
GEO	GEO	37,930		38,961		64,887		77,597		GEO	34,807		35,395		99,694		112,993
Total gross revenues	Total gross revenues	$	179,503	$	162,689	$	332,598	$	328,169	Total gross revenues	$	185,553	$	169,949	$	518,151	$	498,118

Segment income before taxes	Segment income before taxes									Segment income before taxes
INF	INF	$	19,149	$	15,484	$	35,961	$	28,596	INF	$	17,628	$	19,482	$	53,589	$	48,078
BTS	BTS	7,501		5,409		13,766		10,828		BTS	10,299		5,944		24,065		16,772
GEO	GEO	10,121		6,458		14,026		14,299		GEO	9,476		7,998		23,502		22,297
Total Segment income before taxes	Total Segment income before taxes	36,771		27,351		63,753		53,723		Total Segment income before taxes	37,403		33,424		101,156		87,147
Corporate(1)	Corporate(1)	(19,787)		(20,792)		(39,533)		(41,570)		Corporate(1)	(19,928)		(22,917)		(59,460)		(64,487)
Total income before taxes	Total income before taxes	$	16,984	$	6,559	$	24,220	$	12,153	Total income before taxes	$	17,475	$	10,507	$	41,696	$	22,660

(1) Includes amortization of intangibles of ~~$8,529~~$8,487 and ~~$16,497~~$24,984 for the three and ~~six~~nine months ended ~~July 3,~~October 2, 2021, respectively, and ~~$9,512~~$8,615 and ~~$17,851~~$26,468 for the three and ~~six~~nine months ended ~~June 27,~~October 3, 2020, respectively.

Upon adoption of Topic 606, the Company disaggregates its gross revenues from contracts with customers by geographic location, customer-type and contract-type for each of our reportable segments. Disaggregated revenues include the elimination of inter-segment revenues which has been allocated to each segment. The Company believes this best depicts how the nature, amount, timing and uncertainty of its revenues and cash flows are affected by economic factors. Gross revenue, classified by the major geographic areas in which the Company's customers were located, were as follows:


		Three Months Ended July 3, 2021								Six Months Ended July 3, 2021									Three Months Ended October 2, 2021								Nine Months Ended October 2, 2021
		INF		BTS		GEO		Total		INF		BTS		GEO		Total			INF		BTS		GEO		Total		INF		BTS		GEO		Total
United States	United States	$	97,755	$	39,718	$	37,490	$	174,963	$	185,288	$	75,016	$	63,864	$	324,168	United States	$	99,365	$	45,797	$	33,862	$	179,024	$	284,653	$	120,813	$	97,726	$	503,192
Foreign	Foreign	0		4,100		440		4,540		0		7,407		1,023		8,430		Foreign	—		5,584		945		6,529		—		12,991		1,968		14,959
Total gross revenues	Total gross revenues	$	97,755	$	43,818	$	37,930	$	179,503	$	185,288	$	82,423	$	64,887	$	332,598	Total gross revenues	$	99,365	$	51,381	$	34,807	$	185,553	$	284,653	$	133,804	$	99,694	$	518,151


		Three Months Ended June 27, 2020								Six Months Ended June 27, 2020									Three Months Ended October 3, 2020								Nine Months Ended October 3, 2020
		INF		BTS		GEO		Total		INF		BTS		GEO		Total			INF		BTS		GEO		Total		INF		BTS		GEO		Total
United States	United States	$	87,087	$	34,743	$	38,731	$	160,561	$	170,820	$	75,185	$	76,962	$	322,967	United States	$	94,693	$	37,278	$	35,104	$	167,075	$	265,515	$	112,460	$	112,067	$	490,042
Foreign	Foreign	0		1,898		230		2,128		0		4,567		635		5,202		Foreign	—		2,583		291		2,874		—		7,150		926		8,076
Total gross revenues	Total gross revenues	$	87,087	$	36,641	$	38,961	$	162,689	$	170,820	$	79,752	$	77,597	$	328,169	Total gross revenues	$	94,693	$	39,861	$	35,395	$	169,949	$	265,515	$	119,610	$	112,993	$	498,118

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Gross revenue by customer were as follows:


		Three Months Ended July 3, 2021								Six Months Ended July 3, 2021									Three Months Ended October 2, 2021								Nine Months Ended October 2, 2021
		INF		BTS		GEO		Total		INF		BTS		GEO		Total			INF		BTS		GEO		Total		INF		BTS		GEO		Total

Public and quasi-public sector	Public and quasi-public sector	$	76,777	$	16,562	$	24,847	$	118,186	$	145,460	$	36,885	$	42,820	$	225,165	Public and quasi-public sector	$	77,635	$	16,065	$	21,940	$	115,640	$	223,096	$	52,950	$	64,760	$	340,806
Private sector	Private sector	20,978		27,256		13,083		61,317		39,828		45,538		22,067		107,433		Private sector	21,730		35,316		12,867		69,913		61,557		80,854		34,934		177,345
Total gross revenues	Total gross revenues	$	97,755	$	43,818	$	37,930	$	179,503	$	185,288	$	82,423	$	64,887	$	332,598	Total gross revenues	$	99,365	$	51,381	$	34,807	$	185,553	$	284,653	$	133,804	$	99,694	$	518,151


		Three Months Ended June 27, 2020								Six Months Ended June 27, 2020									Three Months Ended October 3, 2020								Nine Months Ended October 3, 2020
		INF		BTS		GEO		Total		INF		BTS		GEO		Total			INF		BTS		GEO		Total		INF		BTS		GEO		Total

Public and quasi-public sector	Public and quasi-public sector	$	67,157	$	17,658	$	27,090	$	111,905	$	132,090	$	35,492	$	54,053	$	221,635	Public and quasi-public sector	$	72,772	$	17,522	$	25,377	$	115,671	$	204,863	$	53,011	$	79,431	$	337,305
Private sector	Private sector	19,930		18,983		11,871		50,784		38,730		44,260		23,544		106,534		Private sector	21,921		22,339		10,018		54,278		60,652		66,599		33,562		160,813
Total gross revenues	Total gross revenues	$	87,087	$	36,641	$	38,961	$	162,689	$	170,820	$	79,752	$	77,597	$	328,169	Total gross revenues	$	94,693	$	39,861	$	35,395	$	169,949	$	265,515	$	119,610	$	112,993	$	498,118

Gross revenues by contract type were as follows:


		Three Months Ended July 3, 2021								Six Months Ended July 3, 2021									Three Months Ended October 2, 2021								Nine Months Ended October 2, 2021
		INF		BTS		GEO		Total		INF		BTS		GEO		Total			INF		BTS		GEO		Total		INF		BTS		GEO		Total

Cost-reimbursable contracts	Cost-reimbursable contracts	$	93,396	$	31,453	$	37,822	$	162,671	$	176,781	$	60,162	$	64,711	$	301,654	Cost-reimbursable contracts	$	95,154	$	35,873	$	34,787	$	165,814	$	271,935	$	96,035	$	99,497	$	467,467
Fixed-unit price contracts	Fixed-unit price contracts	4,359		12,365		108		16,832		8,507		22,261		176		30,944		Fixed-unit price contracts	4,211		15,508		20		19,739		12,718		37,769		197		50,684
Total gross revenues	Total gross revenues	$	97,755	$	43,818	$	37,930	$	179,503	$	185,288	$	82,423	$	64,887	$	332,598	Total gross revenues	$	99,365	$	51,381	$	34,807	$	185,553	$	284,653	$	133,804	$	99,694	$	518,151


		Three Months Ended June 27, 2020								Six Months Ended June 27, 2020									Three Months Ended October 3, 2020								Nine Months Ended October 3, 2020
		INF		BTS		GEO		Total		INF		BTS		GEO		Total			INF		BTS		GEO		Total		INF		BTS		GEO		Total

Cost-reimbursable contracts	Cost-reimbursable contracts	$	81,884	$	31,167	$	38,906	$	151,957	$	161,660	$	64,377	$	77,438	$	303,475	Cost-reimbursable contracts	$	92,054	$	32,402	$	35,333	$	159,789	$	253,717	$	96,776	$	112,771	$	463,264
Fixed-unit price contracts	Fixed-unit price contracts	5,203		5,474		55		10,732		9,160		15,375		159		24,694		Fixed-unit price contracts	2,639		7,459		62		10,160		11,798		22,834		222		34,854
Total gross revenues	Total gross revenues	$	87,087	$	36,641	$	38,961	$	162,689	$	170,820	$	79,752	$	77,597	$	328,169	Total gross revenues	$	94,693	$	39,861	$	35,395	$	169,949	$	265,515	$	119,610	$	112,993	$	498,118

Note 16 – Leases

The Company primarily leases property under operating leases and has 6 equipment operating leases for aircrafts used by the operations of QSI. 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 apply 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 1 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 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Supplemental balance sheet information related to the Company's operating and finance leases is as follows:


Leases	Leases	Classification	July 3, 2021		January 2, 2021		Leases	Classification	October 2, 2021		January 2, 2021
Assets	Assets						Assets
Operating lease assets	Operating lease assets	Right-of-use lease asset, net (1)	$	44,196	$	43,607	Operating lease assets	Right-of-use lease asset, net (1)	$	44,866	$	43,607
Finance lease assets	Finance lease assets	Property and equipment, net (1)	2,719		2,946		Finance lease assets	Property and equipment, net (1)	2,413		2,946
Total leased assets	Total leased assets		$	46,915	$	46,553	Total leased assets		$	47,279	$	46,553

Liabilities	Liabilities						Liabilities
Current	Current						Current
Operating	Operating	Accrued liabilities	$	(12,879)	$	(13,161)	Operating	Accrued liabilities	$	(12,981)	$	(13,161)
Finance	Finance	Current portion of notes payable and other obligations	(1,346)		(1,321)		Finance	Current portion of notes payable and other obligations	(1,302)		(1,321)
Noncurrent	Noncurrent						Noncurrent
Operating	Operating	Other long-term liabilities	(33,076)		(32,290)		Operating	Other long-term liabilities	(33,710)		(32,290)
Finance	Finance	Notes payable and other obligations, less current portion	(1,396)		(1,673)		Finance	Notes payable and other obligations, less current portion	(1,130)		(1,673)
Total lease liabilities	Total lease liabilities		$	(48,697)	$	(48,445)	Total lease liabilities		$	(49,123)	$	(48,445)

(1) At ~~July 3,~~October 2, 2021, operating right of-use lease assets and finance lease assets are recorded net of accumulated amortization of ~~$23,964~~$27,014 and ~~$3,034,~~$3,326, respectively. At January 2, 2021, operating right-of-use lease assets and finance lease assets are recorded net of accumulated amortization of $19,096 and $2,499, respectively.

Supplemental balance sheet information related to the Company's operating and finance leases is as follows:


Weighted - Average Remaining Lease Term (Years)	Weighted - Average Remaining Lease Term (Years)	July 3, 2021	January 2, 2021	Weighted - Average Remaining Lease Term (Years)	October 2, 2021	January 2, 2021
Operating leases	Operating leases	4.7	4.9	Operating leases	4.6	4.9
Finance leases	Finance leases	1.9	2.1	Finance leases	1.8	2.1

Weighted - Average Discount Rate	Weighted - Average Discount Rate			Weighted - Average Discount Rate
Operating leases	Operating leases	4%	4%	Operating leases	4%	4%
Finance leases	Finance leases	7%	7%	Finance leases	7%	7%

Supplemental cash flow information related to the Company's operating and finance lease liabilities is as follows:


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020			October 2, 2021		October 3, 2020		October 2, 2021		October 3, 2020
Operating cash flows from operating leases	Operating cash flows from operating leases	$	3,531	$	3,419	$	7,048	$	6,939	Operating cash flows from operating leases	$	3,467	$	3,467	$	10,514	$	10,406
Financing cash flows from finance leases	Financing cash flows from finance leases	$	337	$	268	$	592	$	535	Financing cash flows from finance leases	$	327	$	266	$	921	$	801
Right-of-use assets obtained in exchange for lease obligations:	Right-of-use assets obtained in exchange for lease obligations:									Right-of-use assets obtained in exchange for lease obligations:
Operating leases	Operating leases	$	1,073	$	2,995	$	2,382	$	7,985	Operating leases	$	4,398	$	4,267	$	6,780	$	12,252

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

The following tables summarize the components of lease cost recognized in the consolidated statements of net income and comprehensive income:


			Three Months Ended		Six Months Ended				Three Months Ended		Nine Months Ended
Lease Cost	Lease Cost	Classification	July 3, 2021		July 3, 2021		Lease Cost	Classification	October 2, 2021		October 2, 2021
Operating lease cost	Operating lease cost	Facilities and facilities related	$	3,973	$	7,654	Operating lease cost	Facilities and facilities related	$	3,872	$	11,525
Variable operating lease cost	Variable operating lease cost	Facilities and facilities related	333		931		Variable operating lease cost	Facilities and facilities related	510		1,441
Finance lease cost	Finance lease cost						Finance lease cost
Amortization of financing lease assets	Amortization of financing lease assets	Depreciation and amortization	337		592		Amortization of financing lease assets	Depreciation and amortization	339		931
Interest on lease liabilities	Interest on lease liabilities	Interest expense	45		78		Interest on lease liabilities	Interest expense	39		117
Total lease cost	Total lease cost		$	4,688	$	9,255	Total lease cost		$	4,760	$	14,014


			Three Months Ended		Six Months Ended				Three Months Ended		Nine Months Ended
Lease Cost	Lease Cost	Classification	June 27, 2020		June 27, 2020		Lease Cost	Classification	October 3, 2020		October 3, 2020
Operating lease cost	Operating lease cost	Facilities and facilities related	$	3,515	$	7,100	Operating lease cost	Facilities and facilities related	$	3,805	$	11,247
Variable operating lease cost	Variable operating lease cost	Facilities and facilities related	0		0		Variable operating lease cost	Facilities and facilities related	705		2,411
Finance lease cost	Finance lease cost						Finance lease cost
Amortization of financing lease assets	Amortization of financing lease assets	Depreciation and amortization	260		509		Amortization of financing lease assets	Depreciation and amortization	261		770
Interest on lease liabilities	Interest on lease liabilities	Interest expense	31		61		Interest on lease liabilities	Interest expense	29		90
Total lease cost	Total lease cost		$	3,806	$	7,670	Total lease cost		$	4,800	$	14,518

As of ~~July 3,~~October 2, 2021, 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:


Fiscal Year	Fiscal Year	Operating Leases		Finance Leases		Fiscal Year	Operating Leases		Finance Leases
Remainder of 2021	Remainder of 2021	$	7,512	$	1,397	Remainder of 2021	$	3,870	$	477
2022	2022	12,729		993		2022	13,784		1,131
2023	2023	10,143		522		2023	11,308		715
2024	2024	7,411		119		2024	8,595		295
2025	2025	5,436		53		2025	6,212		80
Thereafter	Thereafter	7,245		0		Thereafter	7,287		19
Total lease payments	Total lease payments	50,476		3,084		Total lease payments	51,056		2,717
Less: Interest	Less: Interest	(4,521)		(342)		Less: Interest	(4,365)		(285)
Present value of lease liabilities	Present value of lease liabilities	$	45,955	$	2,742	Present value of lease liabilities	$	46,691	$	2,432

2522

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of the financial condition and results of operations of NV5 Global, Inc. and its subsidiaries (collectively, the “Company,” “we,” “our,” “~~us”~~us,” or “NV5 Global”) should be read in conjunction with the financial statements included elsewhere in this Quarterly Report and the audited financial statements for the year ended January 2, 2021, included in our Annual Report on Form 10-K. This Quarterly Report contains, in addition to unaudited historical information, forward-looking statements, which involve risk and uncertainties. The words “believe,” “expect,” “estimate,” “may,” “will,” “could,” “plan,” or ~~“continue”~~“continue,” and similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from the results those anticipated in such forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, those discussed under the headings “Risk Factors” in our Annual Report on Form 10-K for the year ended January 2, 2021 and this Quarterly Report on Form 10-Q, if any. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to (and we expressly disclaim any obligation to) revise or update any forward-looking statement, whether as a result of new information, subsequent events, or otherwise (except as may be required by law), in order to reflect any event or circumstance which may arise after the date of this Quarterly Report on Form 10-Q. Amounts presented are in thousands, except per share data.

Overview

We are a provider of professional and technical engineering and consulting solutions to public and private sector clients. We focus on the infrastructure, utility services, construction, real estate, and environmental markets. We primarily focus on the following business service verticals: testing, inspection & consulting, infrastructure support services, utility services, buildings & program management, environmental health sciences, and geospatial technology services. Our primary clients include U.S. federal, state, municipal, and local government agencies, and military and defense clients. We also serve quasi-public and private sector clients from the education, healthcare, utility services, and public utilities, including schools, universities, hospitals, health care providers, insurance providers, large utility service providers, and large to small utility service producers.

Fiscal Year

We operate on a "52/53 week" fiscal year ending on the Saturday closest to the calendar quarter end, and fiscal 2021 contains 52 weeks compared to fiscal 2020, which contained 53 weeks. As a result, the third quarter of fiscal 2021 ended October 2, 2021 included 13 weeks compared to the third quarter of fiscal 2020 ended October 3, 2020, which included 14 weeks.

Recent Acquisitions

~~On February 9,~~We have completed five acquisitions during 2021 ~~("IDA Closing Date"), we acquired all of~~which are not material individually or in the outstanding equity interests in Industrial Design Associates International, Industrial Design Associates International PTE LTD., and IDA Engineering Private Limited (collectively "IDA"), an international engineering services consulting company that provides building commissioning and MEP design services to clients throughout Asia.aggregate. The aggregate purchase price of all five acquisitions is ~~$2,955,~~$43,777, including ~~$1,975~~$24,476 of cash, ~~and a $980~~$10,680 of promissory note, payable in two equal installments due on each of the sixth month and twelve month anniversaries of the IDA Closing Date. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for IDA, we engaged a third-party independent 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 Topic 805, ~~Business Combinations~~ ("ASC 805"). The IDA 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 acquisition date, including intangible assets, accounts receivable, and certain fixed assets.

On February 22, 2021 ("TerraTech Closing Date"), we acquired all of the outstanding equity interests in TerraTech Engineers, Inc. ("TerraTech"), a geotechnical engineering, environmental consulting, and materials testing company headquartered in North Carolina. The aggregate purchase price is $7,514, including $3,000 of cash, a $3,200 promissory note (bearing interest at 2.75%), payable in five equal installments of $640 due on the first, second, third, fourth and fifth anniversaries of the TerraTech Closing Date, and $450notes, $5,145 of our common stock, ~~(5,204 shares) issued at the closing date. The purchase price also includes $864~~and potential earn-outs of ~~our common stock~~up to $23,900 payable in ~~two equal installments due on the first~~cash and second anniversaries of the TerraTech Closing Date. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for TerraTech, we engaged a third-party independent 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 TerraTech 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 acquisition date, including intangible assets, accounts receivable, and certain fixed assets.

On March 25, 2021 ("Geodynamics Closing Date"), we acquired all of the outstanding equity interests in Geodynamics LLC ("Geodynamics"), a provider of sonar-based, deep-water geospatial solutions. The aggregate purchase price is $19,879, including $11,000 of cash, a $4,000 promissory note (bearing interest at 2.75%), payable in three equal installments of $1,333 due on the first, second, and third anniversaries of the Geodynamics Closing Date, and $2,610 of our common stock, ~~(30,533 shares) issued at the closing date. The purchase price also includes a potential $21,000 earn-out of cash,~~ which was recorded at an estimated fair value of ~~$2,269.~~$3,476. An ~~option based~~option-based model was used to determine the fair value of the ~~earn-out,~~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, ~~for Geodynamics,~~ 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 Geodynamics 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 acquisition date, including intangible assets, accounts receivable, and certain fixed assets.

~~On May 14,~~ 2021 ("PES Environmental Closing Date"), we acquired all of the outstanding equity interests in PES Environmental, Inc. ("PES Environmental"), an environmental engineering and consulting company providing environmental site assessment, water resources and stormwater management, permitting and compliance, industrial hygiene, and litigation support services. The aggregate purchase price is $9,655, including $6,500 of cash, a $1,500 promissory note (bearing interest at 2.75%), payable in three equal installments due on the first, second, and third anniversaries of the PES Environmental Closing Date, and $630 of our common stock (7,847 shares) issuable within 90 days of the PES Environmental Closing Date. The purchase price also includes a potential non-interest bearing earn-out of up to $1,100 payable in cash and stock, which was recorded at an estimated fair value of $1,025. An option based model was used to determine the fair value of the earn-out, 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 for PES Environmental, 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 PES Environmental acquisitionacquisitions will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the acquisition date, including intangible assets, accounts receivable, and certain fixed assets.

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 $140,642 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, testing and inspection practices;

•Building, Technology & Sciences ("BTS") – includes our environmental health sciences, buildings and program management, and MEP & technology practices; and

•Geospatial Solutions ("GEO") – includes our geospatial solution practices.

The prior period results of our INF and GEO reportable segments were adjusted to include the results of Skyscene in our GEO reportable segment. The adjustment to the INF and GEO segments was not material to prior period segment financial results. For additional information regarding our reportable segments, see Note 15, Reportable Segments, of the Notes to Consolidated Financial Statements included elsewhere herein.

Impact of COVID-19 on Our Business

The COVID-19 pandemic has significantly impacted global stock markets and economies. We are closely monitoring the impact of the outbreak of COVID-19 on all aspects of our business, including how it will impact our customers and employees. Some of our services have been affected, primarily our Geospatial segment, real estate transactional services and hospitality-related services. In particular, due to COVID-19 restrictions, some of our casino and hotel projects have been delayed. As U.S. and international economies begin to reopen and with a vaccine underway, our real estate transactional services have recovered, however we are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position, or cash flows. The extent to which our operations may be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact. We intend to continue to monitor the impact of COVID-19 pandemic on our business closely.

Critical Accounting Policies and Estimates

For a discussion of our critical accounting estimates, see Management’s Discussion and Analysis of Financial Condition and Results of Operations that is included in the 2020 Form 10-K.

Results of Operations

Consolidated Results of Operations

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


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020			October 2, 2021		October 3, 2020		October 2, 2021		October 3, 2020
Gross revenues	Gross revenues	$	179,503	$	162,689	$	332,598	$	328,169	Gross revenues	$	185,553	$	169,949	$	518,151	$	498,118
Direct costs	Direct costs	88,117		79,237		162,622		160,186		Direct costs	93,726		83,188		256,347		243,373
Gross profit	Gross profit	91,386		83,452		169,976		167,983		Gross profit	91,827		86,761		261,804		254,745
Operating expenses	Operating expenses	72,834		72,490		141,870		147,640		Operating expenses	72,877		72,523		214,746		220,164
Income from operations	Income from operations	18,552		10,962		28,106		20,343		Income from operations	18,950		14,238		47,058		34,581
Interest expense	Interest expense	(1,568)		(4,403)		(3,886)		(8,190)		Interest expense	(1,475)		(3,731)		(5,362)		(11,921)
Income tax expense	Income tax expense	(3,346)		(2,056)		(5,102)		(3,462)		Income tax expense	(4,902)		(2,753)		(10,005)		(6,215)
Net income	Net income	$	13,638	$	4,503	$	19,118	$	8,691	Net income	$	12,573	$	7,754	$	31,691	$	16,445

Three Months Ended ~~July 3,~~October 2, 2021 Compared to the Three Months Ended ~~June 27,~~October 3, 2020.

Gross Revenues

Our consolidated gross revenues increased by ~~$16,814,~~$15,604, or ~~10.3%~~9.2%, for the three months ended ~~July 3,~~October 2, 2021 compared to the three months ended ~~June 27,~~October 3, 2020. The increase in gross revenues was primarily due to incremental revenues of ~~$9,086~~$9,004 from acquisitions completed since the ~~second~~third quarter of 2020 and increases in real estate transactional services of $7,806 and power delivery and utility services of ~~$8,955 and real estate transactional services of $6,231.~~$4,242. These increases were partially offset by decreases in our geospatial solution services of ~~$4,587~~$1,435 and infrastructure of $1,713. We believe the decreases were primarily a result of contract delays in our geospatial services and the third quarter of 2021 having one less week compared to the third quarter of 2020.

Gross Profit

As a percentage of gross revenues, our gross profit margin was 49.5% and 51.1% for the three months ended October 2, 2021 and October 3, 2020, respectively. The decrease in gross profit margin was primarily due to a change in the mix of work performed, as power delivery and utility services and real estate transactional services tend to be lower margin than geospatial services. As a percentage of gross revenues, other direct costs and sub-consultant services increased 0.8% and 4.0%, respectively. These increases were partially offset by decreases in direct salaries and wages as a percentage of gross revenues of 3.2%.

Operating expenses

Our operating expenses increased $354, or 0.5%, for the three months ended October 2, 2021 compared to the three months ended October 3, 2020. Expenses overall remained at similar levels to prior year as we benefited from scale.

Interest Expense

Our interest expense decreased $2,256 for the three months ended October 2, 2021 compared to the three months ended October 3, 2020. The decrease in interest expense primarily resulted from the pay down of our Senior Credit Facility indebtedness and a lower interest rate.

Income taxes

Our effective income tax rate was 28.1% and 26.2% for the three months ended October 2, 2021 and October 3, 2020, respectively. The increase in the effective tax rate was primarily the result of additional tax expense resulting from the reduction of federal tax credits of $452 during the three months ended October 2, 2021.

Net income

Our net income increased $4,819, or 62.1%, for three months ended October 2, 2021 compared to three months ended October 3, 2020. The increase was primarily a result of an increase in gross profit of $5,066 and a decrease in interest expense of $2,256, partially offset by a higher effective income tax rate.

Nine Months Ended October 2, 2021 Compared to the Nine Months Ended October 3, 2020.

Gross Revenues

Our consolidated gross revenues increased by $20,033, or 4.0%, for the nine months ended October 2, 2021 compared to the nine months ended October 3, 2020. The increase in gross revenues was primarily due to increases in our power delivery and utility services of $23,322, incremental revenue of $20,133 from acquisitions completed since the beginning of fiscal 2020, and increases in real estate transactional services of $13,747. These increases were partially offset by decreases in our geospatial solution services of $17,711, infrastructure of $6,661, energy and technology services of $3,870, and hospitality-related services of ~~$1,035.~~$2,694. We believe the decreases were primarily a result of COVID-19 and contract delays in our geospatial services.

Gross Profit

As a percentage of gross revenues, our gross profit margin was ~~50.9%~~50.5% and ~~51.3%~~51.1% for the ~~three~~nine months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~October 3, 2020, respectively. The decrease in gross profit margin was primarily due to a change in the mix of work performed, as power delivery and utility services and real estate transactional ~~and hospitality-related~~ services tend to be lower margin than geospatial services. As a percentage of gross revenues, other direct costs and sub-consultant services increased ~~1.8%~~1.3% and ~~1.2%~~1.4%, respectively. These increases were partially offset by decreases in direct salaries and wages as a percentage of gross revenues of ~~2.6%~~2.1%.

2825

Operating expenses

Our operating expenses ~~increased $344,~~decreased $5,418, or ~~0.5%~~2.5%, for the ~~three~~nine months ended ~~July 3,~~October 2, 2021 compared to the ~~three~~nine months ended ~~June 27, 2020.~~

~~Interest Expense~~

~~Our interest expense decreased $2,835 for the three months ended July~~October 3, ~~2021 compared to the three months ended June 27, 2020. The decrease in interest expense primarily resulted from the pay down of our Senior Credit Facility indebtedness.~~

~~Income taxes~~

Our effective income tax rate was 19.7% and 31.3% for the three months ended July 3, 2021 and June 27, 2020, respectively. The decrease in the effective tax rate was primarily the result of excess tax benefits from stock-based payments of $970 during the three months ended July 3, 2021 as compared to tax expense on stock-based payments of $306 during the three months ended June 27, 2020. The decrease in our tax expense on stock-based payments during the three months ended July 3, 2021 was a result of the increase in our stock price as it relates to the value of stock vested during the period.

~~Net income~~

Our net income increased $9,135, or 202.9%, for three months ended July 3, 2021 compared to three months ended June 27, 2020. The increase was primarily a result of an increase in gross profit of $7,934 and a decrease in interest expense of $2,835.

~~Six Months Ended July 3, 2021 Compared to the Six Months Ended June 27, 2020.~~

~~Gross Revenues~~

Our consolidated gross revenues increased by $4,429, or 1.3%, for the six months ended July 3, 2021 compared to the six months ended June 27, 2020. The increase in gross revenues was primarily due to increases in our power delivery and utility services of $19,623, real estate transactional services of $5,941, and incremental revenue of $11,092 from acquisitions completed since the second quarter of 2020. These increases were partially offset by decreases in our geospatial solution services of $16,276, infrastructure of $4,948, hospitality-related services of $2,686, testing, inspection and consulting of $2,591, energy and technology services of $2,538, and civil project management of $2,203. We believe the decreases were primarily a result of COVID-19 and contract delays in our geospatial services.

~~Gross Profit~~

As a percentage of gross revenues, our gross profit margin was 51.1% and 51.2% for the six months ended July 3, 2021 and June 27, 2020, respectively. As a percentage of gross revenues, other direct costs increased 1.6% and direct salaries decreased 1.5% primarily as a result of the mix of work performed.

~~Operating expenses~~

~~Our operating expenses decreased $5,770, or 3.9%, for the six months ended July 3, 2021 compared to the six months ended June 27,~~ 2020. The decrease in operating expenses primarily resulted from ~~decreased payroll~~reduced labor costs of ~~$2,542,~~$1,695 and decreased intangible asset amortization expense of ~~$1,354, and decreased depreciation expense of $1,190.~~$1,484. The decrease in ~~payroll~~labor costs was primarily driven by a decrease in employees as compared to the prior year period, primarily driven by the COVID-19 pandemic.

Interest Expense

Our interest expense decreased ~~$4,304~~$6,559 for the ~~six~~nine months ended ~~July 3,~~October 2, 2021 compared to the ~~six~~nine months ended ~~June 27,~~October 3, 2020. The decrease in interest expense primarily resulted from the pay down of our Senior Credit Facility ~~indebtedness.~~indebtedness and a lower interest rate.

Income taxes

Our effective income tax rate was ~~21.1%~~24.0% and ~~28.5%~~27.4% for the ~~six~~nine months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~October 3, 2020, respectively. The decrease in the effective rate was primarily the result of increased excess tax benefits from stock-based payments of ~~$1,045~~$1,440, partially offset by tax expense resulting from the reduction of federal tax credits of $452 during the ~~six~~nine months ended ~~July 3, 2021 as compared to~~October 2, 2021. The increase in excess tax ~~expense on~~benefits from stock-based payments ~~of $260 during the six months ended June 27, 2020. The decrease in our tax expense on stock-based payments during the six months ended July 3, 2021 was a result of~~resulted from the increase in our stock ~~price as it relates to the value of stock vested during the period.~~

price.

Net income

Our net income increased ~~$10,427,~~$15,246, or ~~120.0%~~92.7%, for ~~six~~nine months ended ~~July 3,~~October 2, 2021 compared to ~~six~~nine months ended ~~June 27,~~October 3, 2020. The increase was primarily a result of an increase in gross profit of ~~$1,993, decreases in payroll costs of 2,542,~~$7,059 and a decrease in interest expense of ~~$4,304.~~$6,559.

Segment Results of Operations

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


		Three Months Ended				Six Months Ended					Three Months Ended				Nine Months Ended
		July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020			October 2, 2021		October 3, 2020		October 2, 2021		October 3, 2020
Gross revenues	Gross revenues									Gross revenues
INF	INF	$	97,755	$	87,087	$	185,288	$	170,820	INF	$	99,365	$	94,693	$	284,653	$	265,515
BTS	BTS	43,818		36,641		82,423		79,752		BTS	51,381		39,861		133,804		119,610
GEO	GEO	37,930		38,961		64,887		77,597		GEO	34,807		35,395		99,694		112,993

Total gross revenues	Total gross revenues	$	179,503	$	162,689	$	332,598	$	328,169	Total gross revenues	$	185,553	$	169,949	$	518,151	$	498,118

Segment income before taxes	Segment income before taxes									Segment income before taxes
INF	INF	$	19,149	$	15,484	$	35,961	$	28,596	INF	$	17,628	$	19,482	$	53,589	$	48,078
BTS	BTS	$	7,501	$	5,409	$	13,766	$	10,828	BTS	$	10,299	$	5,944	$	24,065	$	16,772
GEO	GEO	$	10,121	$	6,458	$	14,026	$	14,299	GEO	$	9,476	$	7,998	$	23,502	$	22,297

For additional information regarding our reportable segments, see Note 15, Reportable Segments, of the notes to the unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Three Months Ended ~~July 3,~~October 2, 2021 Compared to Three Months Ended ~~June 27,~~October 3, 2020

INF Segment

Our gross revenues from INF increased ~~$10,668,~~$4,672, or ~~12.2%~~4.9%, during the three months ended ~~July 3,~~October 2, 2021 compared to the three months ended ~~June 27,~~October 3, 2020. The increase in gross revenues is due to increases in our power delivery and utility services of ~~$8,955 and incremental gross revenue of $2,034 from acquisitions completed since the second quarter of 2020.~~$4,242.

Segment Income before Taxes from INF ~~increased $3,665,~~decreased $1,854, or ~~23.7%~~9.5%, during the three months ended ~~July 3,~~October 2, 2021 compared to the three months ended ~~June 27,~~October 3, 2020. The ~~increase~~decrease was primarily due to ~~higher~~decreased gross ~~revenues.~~margins as a result of a change in the mix of work performed.

BTS Segment

Our gross revenues from BTS increased ~~$7,177,~~$11,520, or ~~19.6%~~28.9%, during the three months ended ~~July 3,~~October 2, 2021 compared to the three months ended ~~June 27,~~October 3, 2020. The increase in gross revenues was due to increases in our real estate transactional services of ~~$6,231~~$7,806 and incremental ~~gross~~ revenues of ~~$3,413~~$6,413 from acquisitions completed since the ~~second~~third quarter of 2020. ~~These increases were partially offset by decreases in our hospitality-related services of $1,035.~~

Segment Income before Taxes from BTS increased ~~$2,092,~~$4,355, or ~~38.7%~~73.3% during the three months ended ~~July 3,~~October 2, 2021 compared to the three months ended ~~June 27,~~October 3, 2020. The increase was primarily due to ~~higher~~increased gross revenues.

GEO Segment

Our gross revenues from GEO decreased ~~$1,031,~~$588, or ~~2.6%~~1.7%, during the three months ended ~~July 3,~~October 2, 2021 compared to the three months ended ~~June 27,~~October 3, 2020. The ~~decreases were~~decrease was primarily a result of contract delays associated with the COVID-19 pandemic.

Segment Income before Taxes from GEO increased ~~$3,663,~~$1,478, or ~~56.7%~~18.5%, during the three months ended ~~July 3,~~October 2, 2021 compared to the three months ended ~~June 27,~~October 3, 2020. The increase was primarily due to increased gross margins and decreased operating expenses. The decrease in operating expenses was primarily due to reduced labor costs driven by a decrease in employees as compared to the prior year period, primarily driven by the COVID-19 pandemic.

~~Six~~Nine Months Ended ~~July 3,~~October 2, 2021 Compared to ~~Six~~Nine Months Ended ~~June 27,~~October 3, 2020

INF Segment

Our gross revenues from INF increased ~~$14,468,~~$19,138, or ~~8.5%~~7.2%, during the ~~six~~nine months ended ~~July 3,~~October 2, 2021 compared to the ~~six~~nine months ended ~~June 27,~~October 3, 2020. The increase in gross revenues is due to increases in our power delivery and utility services of ~~$19,623~~$23,322 and incremental gross revenues of ~~$2,562~~$4,231 from acquisitions completed since the ~~second quarter~~beginning of fiscal 2020. These increases were partially offset by decreases in gross revenues from infrastructure of ~~$4,948 and testing, inspection and consulting of $2,591.~~$6,661.

Segment Income before Taxes from INF increased ~~$7,365,~~$5,511, or ~~25.8%~~11.5%, during the ~~six~~nine months ended ~~July 3,~~October 2, 2021 compared to the ~~six~~nine months ended ~~June 27,~~October 3, 2020. The increase was primarily due to ~~higher~~increased gross revenues.

BTS Segment

Our gross revenues from BTS increased ~~$2,671,~~$14,194, or ~~3.3%~~11.9%, during the ~~six~~nine months ended ~~July 3,~~October 2, 2021 compared to the ~~six~~nine months ended ~~June 27,~~October 3, 2020. The increase in gross revenues was due to increases in our real estate transactional services of ~~$5,941~~$13,747 and incremental gross revenues of ~~$4,846~~$11,267 from acquisitions completed since the ~~second quarter~~beginning of fiscal 2020. These increases were partially offset by decreases in our ~~hospitality-related services of $2,686,~~ energy and technology services of ~~$2,538,~~$3,870 and ~~project management~~hospitality-related services of ~~$1,751.~~$2,694.

Segment Income before Taxes from BTS increased ~~$2,938,~~$7,293, or ~~27.1%~~43.5% during the ~~six~~nine months ended ~~July 3,~~October 2, 2021 compared to the ~~six~~nine months ended ~~June 27,~~October 3, 2020. The increase was primarily due to ~~higher~~increased gross revenues.

GEO Segment

Our gross revenues from GEO decreased ~~$12,710,~~$13,299, or ~~16.4%~~11.8%, during the ~~six~~nine months ended ~~July 3,~~October 2, 2021 compared to the ~~six~~nine months ended ~~June 27,~~October 3, 2020. The decreases were primarily a result of contract delays associated with the COVID-19 pandemic and weather delays during the first quarter of 2021.

Segment Income before Taxes from GEO ~~decreased $273,~~increased $1,205, or ~~1.9%~~5.4%, during the ~~six~~nine months ended ~~July 3,~~October 2, 2021 compared to the ~~six~~nine months ended ~~June 27,~~October 3, 2020. The ~~decrease~~increase was primarily due to ~~lower~~increased gross ~~revenues.~~margins and decreased operating expenses. The decrease in operating expenses was primarily due to reduced labor costs driven by a decrease in employees as compared to the prior year period, primarily driven by the COVID-19 pandemic.

Liquidity and Capital Resources

Our principal sources of liquidity are our cash and cash equivalents balances, cash flows from operations, borrowing capacity under our Senior Credit Facility, and access to financial markets. Our principal uses of cash are operating expenses, working capital requirements, capital expenditures, repayment of debt, and acquisition expenditures. We believe our sources of liquidity, including cash flows from operations, existing cash and cash equivalents and borrowing capacity under our Senior Credit Facility will be sufficient to meet our projected cash requirements for at least the next twelve months. We will monitor our capital requirements thereafter to ensure our needs are in line with available capital resources.

Operating activities

Net cash provided by operating activities was ~~$62,228~~$78,071 for the ~~six~~nine months ended ~~July 3,~~October 2, 2021, compared to ~~$50,745~~$72,419 during the ~~six~~nine months ended ~~June 27,~~October 3, 2020. The increase was a result of the growth in our net income primarily driven by higher gross revenues and reduction of costs and changes in our working capital. The changes in our working capital that contributed to increased cash flows were primarily a result of decreased billed receivables of ~~$37,861~~$8,639 driven by increased collections. These increases in cash flows from working capital were partially offset by decreases in advanced billings of ~~$13,399~~$13,939 related to the timing of liquefied natural gas project billing cycles, ~~decreases in accrued liabilities of $6,109 primarily related to the timing of payments,~~ and an increase of ~~$6,325~~$6,331 in prepaid expenses and other assets primarily as a result of increased prepaid income taxes of ~~$3,718~~$2,646 and increased other receivables of ~~$1,370.~~

$1,307.

Investing activities

During the ~~six~~nine months ended ~~July 3,~~October 2, 2021 and ~~June 27,~~October 3, 2020, net cash used in investing activities totaled ~~$25,220~~$29,440 and ~~$5,708,~~$8,171, respectively. The increase in cash used in investing activities was primarily a result of increased acquisition activity of ~~$21,652,~~$22,687, partially offset by decreases in property and equipment purchases of ~~$2,117.~~$1,628.

Financing activities

Net cash flows provided by financing activities totaled ~~$11,106~~$7,857 during the ~~six~~nine months ended ~~July 3,~~October 2, 2021 compared to net cash flows used in financing activities of ~~$11,650~~$32,051 during the ~~six~~nine months ended ~~June 27,~~October 3, 2020. During the ~~six~~nine months ended ~~July 3,~~October 2, 2021 the previously drawn term commitments of $150,000 and revolving commitments totaling $215,000 were converted into revolving commitments totaling $400,000 in the aggregate. An aggregate amount of $138,750 was drawn under the revolving commitment and we used the proceeds along with the $172,500 we received ~~$172,500~~ from our common stock public offering ~~and used the proceeds~~ to make principal payments on our Senior Credit Facility of ~~$145,082.~~$283,832. We also made common stock public offering cost payments of ~~$10,522~~$10,657 during the ~~six~~nine months ended ~~July 3,~~October 2, 2021.

Financing

Senior Credit Facility

On ~~December 20, 2019~~August 13, 2021 (the "Closing Date"), we amended and restated our Credit Agreement (the "A"Second A&R Credit Agreement"), originally dated December 7, 2016 and as amended ~~on December 20, 2018,~~to the Closing Date, with Bank of America, N.A. ("Bank of America"), as administrative agent, swingline lender and letter of credit issuer, the other lenders party thereto, and certain of our subsidiaries as guarantors. Pursuant to the Second A&R Credit Agreement, the ~~lenders provided~~previously drawn term commitments of $150,000 ~~in the aggregate in a single draw on the Closing Date to fund the acquisition of QSI and various costs and expenses relating thereto~~ and revolving commitments totaling $215,000 in the aggregate were converted into revolving commitments totaling $400,000 in the aggregate. ~~The~~These revolving ~~commitment is~~commitments are available through ~~December 20, 2024~~August 13, 2026 (the "Maturity Date")~~, at which time the term commitments~~ and ~~revolving commitments will be due and payable in full. An~~an aggregate amount of ~~$320,500~~approximately $138,750 was drawn under the Second A&R Credit ~~Agreement~~Amendment on the Closing Date to ~~fund the QSI acquisition and~~ repay previously existing ~~borrowings. Borrowings~~borrowings under the ~~A&R Credit Agreement are secured by a first priority lien on substantially all of our assets.~~term and revolving facilities prior to such amendment and restatement. The Second A&R Credit Agreement also includes an accordion feature permitting us to request an increase in ~~either~~ the ~~term facility or the revolver~~revolving facility under the Second A&R Credit Agreement by an additional amount of up to ~~$100,000~~$200,000 in the aggregate.

Borrowings under the ~~term facility amortize at the rate of 5.0% per annum for the first two years of the facility and thereafter at the rate of 7.5% per annum until the Maturity Date.~~

~~On May 5, 2020 (the "Amendment Closing Date"), in response to the COVID-19 pandemic, we entered into an amendment to the~~Second A&R Credit Agreement ~~(the "Amended A&R Credit Agreement") to amend the financial covenants that requires us to maintain a consolidated leverage ratio (the ratio of~~bear interest at variable rates which are, at our pro forma consolidated funded indebtedness to our pro forma consolidated EBITDA for the most recently completed measurement period). The amended consolidated leverage ratio requirements are as follows:


~~Measurement Period Ending~~			~~Maximum Consolidated Leverage Ratio~~
~~Amendment Closing Date through June 27, 2020~~			~~4.50 to 1.00~~
~~June 28, 2020 through October 3, 2020~~			~~5.00 to 1.00~~
~~October 4, 2020 through January 2, 2021~~			~~5.25 to 1.00~~
~~January 3, 2021 and April 3, 2021~~			~~4.75 to 1.00~~
~~April 4, 2021 and July 3, 2021~~			~~4.00 to 1.00~~
~~July 4, 2021 and thereafter~~			~~3.50 to 1.00~~

These financial covenants also require us to maintain a consolidated fixed charge coverage ratio of no less than 1.20 to 1.00 as of the end of any measurement period. As of July 3, 2021, we were in compliance with the financial covenants.

~~The Amended A&R Credit Agreement also amended pricing terms which remain variable and~~option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offered Rate) plus an applicable margin or a base rate denominated in U.S. dollars. Interest rates remain subject to change based on our consolidated leverage ratio. As of ~~July 3,~~October 2, 2021 our interest rate was ~~2.3%~~1.1%.

The Second A&R Credit Agreement contains financial covenants that requires us to maintain a consolidated net leverage ratio (the ratio of our pro forma consolidated net funded indebtedness to our pro forma consolidated EBITDA for the most recently completed measurement period) of no greater than 4.00 to 1.00.

These financial covenants also require us to maintain a consolidated fixed charge coverage ratio of no less than 1.10 to 1.00 as of the end of any measurement period. As of October 2, 2021, we were in compliance with the financial covenants.

The Amended 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 Amended 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 Amended A&R Credit Agreement, payment default or acceleration of certain indebtedness, certain events of bankruptcy, insolvency or liquidation, certain judgments or uninsured losses, changes in control and certain liabilities related to ERISA based plans.

The Amended 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 Amended 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 ~~no more than $10,000~~1.00 and available liquidity (defined as unrestricted, domestically held cash plus revolver availability) would be at least $30,000, in ~~any fiscal year, so long as no default shall exist at the time of or arise as a result from~~each case after giving effect to such payment.

Total debt issuance costs incurred and capitalized in connection with the issuance of the Amended A&R Credit Agreement were ~~$4,123.~~$3,617. Total amortization of debt issuance costs was ~~$227~~$571 and ~~$454~~$1,024 during the three and ~~six~~nine months ended ~~July 3,~~October 2, 2021, respectively, and ~~$222~~$227 and ~~$442~~$669 during the three and ~~six~~nine months ended ~~June 27,~~October 3, 2020, respectively.

Other Obligations

~~On May 14,~~We have aggregate obligations related to acquisitions of $8,598, $11,453, $5,440, $2,932, $640, and $640 due in the remainder of fiscal 2021, we acquired PES Environmental. The purchase price allowed for the payment of $630 in shares of our stock payable within 90 days of the PES Environmental Closing Date. At July 3, 2021, the outstanding balance on this obligation was $630.

~~On February 22, 2021, we acquired TerraTech. The purchase price allowed for the payment of $864 in shares of our stock or a combination of cash~~2022, 2023, 2024, 2025, and ~~shares of our stock, at our discretion, payable in two equal annual installments. At July 3, 2021, the outstanding balance on this obligation was $864.~~

On July 16, 2020, we acquired Mediatech. The purchase price allowed for the payment of $230 in shares of our stock or a combination of cash and shares of our stock, at our discretion, payable in three equal annual installments. At July 3, 2021 and January 2, 2021, the outstanding balance on this obligation was $230.

On July 1, 2019, we acquired GeoDesign. The purchase price allowed for the payment of $425 in shares of our stock or a combination of cash and shares of our stock, at our discretion, payable on the first and second anniversary of July 1, 2019. At July 3, 2021 and January 2, 2021, the outstanding balance on this obligation was $44.

On November 2, 2018, we acquired CHI. The purchase price allowed for the payment of $3,000 in shares of our stock or a combination of cash and shares of our stock, at our discretion, payable in three equal annual installments. At July 3, 2021 and January 2, 2021, the outstanding balance of this obligation was $877.

~~Uncollateralized Promissory Notes~~

On May 14, 2021, we acquired PES Environmental. The purchase price included an uncollateralized $1,500 promissory note bearing interest at 2.75% ("PES Environmental Note") and payable in three equal annual installments. The outstanding balance of the PES Environmental Note was $1,500 as of July 3, 2021.

On March 25, 2021, we acquired Geodynamics. The purchase price included an uncollateralized $4,000 promissory note bearing interest at 2.75% ("Geodynamics Note") and payable in three equal annual installments. The outstanding balance of the Geodynamics Note was $4,000 as of July 3, 2021.

On February 22, 2021, we acquired TerraTech. The purchase price included an uncollateralized $3,200 promissory note bearing interest at 2.75% ("TerraTech Note") and payable in five equal annual installments. The outstanding balance of the TerraTech Note was $3,200 as of July 3, 2021.

On February 9, 2021, we acquired IDA. The purchase price included an uncollateralized $980 promissory note ("IDA Note") payable in two equal annual installments. The outstanding balance of the IDA Note was $980 as of July 3, 2021.

On July 16, 2020, we acquired Mediatech. The purchase price included an uncollateralized $500 promissory note ("Mediatech Note") payable in four equal annual installments. The outstanding balance of the Mediatech Note was $500 as of July 3, 2021 and January 2, 2021.

On July 1, 2019, we acquired GeoDesign. The purchase price included an uncollateralized $2,000 promissory note bearing interest at 4.0% ("GeoDesign Note") and payable in four equal annual installments. The outstanding balance of the GeoDesign Note was $1,000 and $1,500 as of July 3, 2021 and January 2, 2021,2026, respectively.

On June 3, 2019, we acquired Alta. The purchase price included an uncollateralized $2,000 promissory note bearing interest at 4.0% ("Alta Note") and payable in four equal annual installments. The outstanding balance of the Alta Note was $1,000 and $1,500 as of July 3, 2021 and January 2, 2021, respectively.

On June 3, 2019, we acquired Page One. The purchase price included an uncollateralized $1,000 promissory note bearing interest at 3.0% ("Page One Note") and payable in three equal annual installments. The outstanding balance of the Page One Note was $333 and $700 as of July 3, 2021 and January 2, 2021, respectively.

On March 22, 2019, we acquired The Sextant Group. The purchase price included an uncollateralized $4,000 promissory note bearing interest at 4.0% ("The Sextant Group Note") and payable in four equal annual installments. The outstanding balance of The Sextant Group Note was $2,000 and $3,000 as of July 3, 2021 and January 2, 2021, respectively.

On December 31, 2018, we acquired certain assets of Celtic. The purchase price included an uncollateralized $300 promissory note bearing interest at 3.0% (the "Celtic Note") payable in three equal annual installments. The outstanding balance of the Celtic Note was $97 and $100 as of July 3, 2021 and January 2, 2021, respectively.

On November 2, 2018, we acquired CHI. The purchase price included an uncollateralized $15,000 promissory note bearing interest at 3.0% (the "CHI Note") payable in four equal annual installments. The outstanding balance of the CHI Note was $7,500 as of July 3, 2021 and January 2, 2021.

On August 24, 2018, we acquired CALYX. The purchase price included an uncollateralized $4,000 promissory note bearing interest at 3.75% payable in four equal annual installments of $1,000. The outstanding balance of the CALYX Note was $2,000 as of July 3, 2021 and January 2, 2021.

On February 2, 2018, we acquired CSA. The purchase price included an uncollateralized $600 promissory note bearing interest at 3.0% (the "CSA Note") payable in four equal annual installments of $150. The outstanding balance of the CSA Note was $150 and $300 as of July 3, 2021 and January 2, 2021, respectively.

On January 12, 2018, we acquired all of the outstanding equity interest in Butsko. The purchase price included an uncollateralized $1,000 promissory note bearing interest at 3.0% (the "Butsko Note") payable in four equal annual installments of $250. The outstanding balance of the Butsko Note was $300 and $500 as of July 3, 2021 and January 2, 2021, 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 equal annual installments of $1,375. There was no outstanding balance on the RDK Note as of July 3, 2021. As of January 2, 2021, the outstanding balance of the RDK Note was $1,375.

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 equal annual installments of $150. There was no outstanding balance on the H&K Note as of July 3, 2021. As of January 2, 2021, the outstanding balance of the H&K Note was $150.

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 equal annual installments of $413. There was no outstanding balance on the Lochrane Note as of July 3, 2021. As of January 2, 2021, the outstanding balance of the Lochrane Note was $413.

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 equal annual installments of $675. The outstanding balance of the Hanna Note was $430 as of July 3, 2021 and January 2, 2021.

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 equal annual installments of $1,400. The outstanding balance of the JBA Note was $3,011 as of July 3, 2021 and January 2, 2021.

Recently Issued Accounting Pronouncements

For information on recently issued accounting pronouncements, see Note 2, Summary of Significant Accounting Policies, of the notes to the unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Cautionary Statement about Forward-Looking Statements

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

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

•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 U.S. government and other governmental and quasi-governmental budgetary and funding approval process;

•the ~~government’s funding~~ongoing effects of the global COVID-19 pandemic;

•our ability to successfully execute our mergers and ~~budgetary approval process;~~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 ~~execute our mergers and acquisitions strategy, including the integration of new companies into our business;~~

•~~our ability to successfully~~ manage our growth strategy;

•our ability to raise capital in the future;

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

•~~our ability to avoid losses under fixed-price contracts;~~

•the credit and collection risks associated with our clients;

•our ability to comply with procurement laws and regulations;

•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;

•our need to comply with a number of restrictive covenants and similar provisions in our senior credit facility that generally limit our ability to (among other things) incur additional indebtedness, create liens, make acquisitions, pay dividends and undergo certain changes in control, which could affect our ability to finance future operations, acquisitions or capital needs;

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

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

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties, or assumptions, many of which are beyond our control, which may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, those factors described in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended January 2, 2021. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. You are advised, however, to consult any further disclosures we make on related subjects in our Form 10-Q, 8-K and 10-K reports filed with the SEC. Our Annual Report on Form 10-K filing for the fiscal year ended January 2, 2021 listed various important factors that could cause actual results to differ materially from expected and historic results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995, as amended. Readers can

find them in “Item 1A. Risk Factors” of that filing and under the same heading of this filing. You may obtain a copy of our Annual Report on Form 10-K through our website, www.nv5.com. Information contained on our website is not incorporated into this report. In addition to visiting our website, you may read and copy any document we file with the SEC at www.sec.gov.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are exposed to certain market risks from transactions that are entered into during the normal course of business. We have not entered into derivative financial instruments for trading purposes. We have no significant market risk exposure to interest rate changes related to the promissory notes related to acquisitions since these contain fixed interest rates. Our only debt subject to interest rate risk is the Senior Credit Facility which rates are variable, at our option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offered Rate) plus 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 ~~July 3,~~October 2, 2021, there was $138,750 outstanding on the Senior Credit Facility. A one percentage point change in the assumed interest rate of the Senior Credit Facility would change our annual interest expense by approximately $1,388 annually.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of its management, including the Company's Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company's disclosure controls and procedures were effective to provide reasonable assurance that information required to be

disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms, and (ii) accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes to the Company’s internal control over financial reporting as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) that occurred during the quarter ended ~~July 3,~~October 2, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As a result of the COVID-19 pandemic, in March 2020 certain employees of the Company began working remotely. As a result of these changes to the working environment, the Company has not identified any material changes in the Company's internal control over financial reporting. The Company is continually monitoring and assessing the COVID-19 situation to determine any potential impacts on the design and operating effectiveness of our internal controls over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we are subject to various legal proceedings that arise in the normal course of our business activities. As of the date of this Quarterly Report on Form 10-Q, we are not a party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our results of operations or financial position.

ITEM 1A. RISK FACTORS.

There have been no material changes to any of the principal risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended January 2, 2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Recent Sales of Unregistered Securities

~~None.~~During the three months ended October 2, 2021, we issued the following securities that were not registered under the Securities Act:

In July 2021, we issued 7,847 shares of our common stock as partial consideration in an acquisition and in September 2021, we issued 6,723 shares of our common stock as partial consideration of another acquisition. These shares were issued in reliance upon Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.

In August 2021, we issued 548 shares of our common stock as partial consideration of another acquisition. These shares were issued in reliance upon Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.

Issuer Purchase of Equity Securities

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.


Number						Description
31.1*						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002
32.1**						Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002
101.INS						XBRL Instance Document
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith.

** Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			NV5 GLOBAL, INC.

			/s/ Edward Codispoti
Date: ~~August 11,~~November 10, 2021			Edward Codispoti Chief Financial Officer (Principal Financial and Accounting Officer)

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