Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 10, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'NV5 Holdings, Inc. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 5,725,310 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001532961 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Consolidated_Balance_Sheets_Cu
Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $5,715 | $13,868 |
Accounts receivable, net of allowance for doubtful accounts of $1,155 and $1,320 as of September 30, 2014 and December 31, 2013, respectively | 28,363 | 16,722 |
Prepaid expenses and other current assets | 988 | 509 |
Deferred income tax assets | 839 | 1,004 |
Total current assets | 35,905 | 32,103 |
Property and equipment, net | 1,659 | 1,310 |
Intangible assets, net | 5,317 | 2,993 |
Goodwill | 10,755 | 7,106 |
Cash surrender value of officers’ life insurance | 522 | 521 |
Other assets | 203 | 118 |
Deferred income tax assets | 724 | 724 |
Total Assets | 55,085 | 44,875 |
Current liabilities: | ' | ' |
Accounts payable | 5,263 | 3,780 |
Accrued liabilities | 6,726 | 4,189 |
Income taxes payable | 507 | 765 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 323 | 401 |
Client deposits | 88 | 111 |
Current portion of contingent consideration | 643 | 333 |
Current portion of stock repurchase obligation | 474 | 687 |
Current portion of notes payable | 3,058 | 1,725 |
Total current liabilities | 17,082 | 11,991 |
Contingent consideration, less current portion | 321 | 638 |
Stock repurchase obligation, less current portion | 594 | 935 |
Notes payable, less current portion | 3,291 | 2,502 |
Total liabilities | 21,288 | 16,066 |
Commitments and contingencies | ' | ' |
Stockholders’ equity: | ' | ' |
Common stock, $0.01 par value; 45,000,000 shares authorized, 5,730,332 and 5,504,236 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively | 57 | 55 |
Additional paid-in capital | 25,218 | 23,717 |
Retained earnings | 8,522 | 5,037 |
Total stockholders’ equity | 33,797 | 28,809 |
Total liabilities and stockholders’ equity | $55,085 | $44,875 |
Consolidated_Balance_Sheets_Cu1
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowance for doubtful accounts (in Dollars) | $1,155 | $1,320 |
Preferred stock, par value (in Dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 5,730,332 | 5,504,236 |
Common stock, shares outstanding | 5,730,332 | 5,504,236 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Gross revenues | $31,420 | $18,588 | $79,642 | $51,317 |
Direct costs (excluding depreciation and amortization): | ' | ' | ' | ' |
Salaries and wages | 11,458 | 5,315 | 26,970 | 14,747 |
Sub-consultant services | 4,128 | 3,535 | 11,138 | 9,010 |
Other direct costs | 3,116 | 598 | 7,517 | 1,508 |
Total direct costs | 18,702 | 9,448 | 45,625 | 25,265 |
Gross Profit | 12,718 | 9,140 | 34,017 | 26,052 |
Operating Expenses: | ' | ' | ' | ' |
Salaries and wages, payroll taxes and benefits | 6,349 | 5,024 | 17,672 | 14,772 |
General and administrative | 2,283 | 1,698 | 6,761 | 4,540 |
Facilities and facilities related | 715 | 847 | 2,394 | 2,510 |
Depreciation and amortization | 532 | 403 | 1,442 | 1,126 |
Total operating expenses | 9,879 | 7,972 | 28,269 | 22,948 |
Income from operations | 2,839 | 1,168 | 5,748 | 3,104 |
Other expense: | ' | ' | ' | ' |
Interest expense | -90 | -26 | -219 | -162 |
Total other expense | -90 | -26 | -219 | -162 |
Income before income tax expense | 2,749 | 1,142 | 5,529 | 2,942 |
Income tax expense | -1,026 | -211 | -2,044 | -718 |
Net income and comprehensive income | $1,723 | $931 | $3,485 | $2,224 |
Earnings per share: | ' | ' | ' | ' |
Basic (in Dollars per share) | $0.34 | $0.25 | $0.69 | $0.68 |
Diluted (in Dollars per share) | $0.31 | $0.23 | $0.63 | $0.63 |
Weighted average common shares outstanding: | ' | ' | ' | ' |
Basic (in Shares) | 5,129,161 | 3,795,754 | 5,086,711 | 3,259,104 |
Diluted (in Shares) | 5,624,702 | 4,133,281 | 5,543,599 | 3,534,333 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
In Thousands, except Share data | ||||
Balance at Dec. 31, 2013 | $55 | $23,717 | $5,037 | $28,809 |
Balance (in Shares) at Dec. 31, 2013 | 5,504,236 | ' | ' | ' |
Stock compensation | ' | 534 | ' | 534 |
Restricted stock issuance, net (in Shares) | 99,813 | ' | ' | ' |
Restricted stock issuance, net | 1 | -1 | ' | ' |
Exercise of warrants | ' | 4 | ' | 4 |
Exercise of warrants (in Shares) | 500 | ' | ' | ' |
Stock issuance for acquisitions | 1 | 864 | ' | 865 |
Stock issuance for acquisitions (in Shares) | 112,796 | ' | ' | ' |
Payment of contingent consideration with common stock | ' | 100 | ' | 100 |
Payment of contingent consideration with common stock (in Shares) | 12,987 | ' | ' | ' |
Comprehensive income | ' | ' | 3,485 | 3,485 |
Balance at Sep. 30, 2014 | $57 | $25,218 | $8,522 | $33,797 |
Balance (in Shares) at Sep. 30, 2014 | 5,730,332 | ' | ' | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash Flows From Operating Activities: | ' | ' |
Comprehensive income | $3,485 | $2,224 |
Adjustments to reconcile comprehensive income to net cash (used in) provided by operating activities: | ' | ' |
Depreciation and amortization | 1,442 | 1,126 |
Provision for doubtful accounts | 153 | 22 |
Stock compensation | 534 | 237 |
Change in fair value of contingent consideration | 40 | 18 |
Loss on disposal of leasehold improvements | 61 | -64 |
Deferred income taxes | 165 | ' |
Changes in operating assets and liabilities, net of impact of acquisitions: | ' | ' |
Accounts receivable | -9,503 | -1,682 |
Prepaid expenses and other assets | -489 | -9 |
Net change in cash surrender value of officers’ life insurance | -1 | -28 |
Accounts payable | 1,244 | 1,019 |
Accrued liabilities | 2,349 | 1,386 |
Income taxes payable | -258 | -1,885 |
Billings in excess of costs and estimated earnings on uncompleted contracts | -79 | -37 |
Client deposits | -22 | -20 |
Net cash (used in) provided by operating activities | -879 | 2,307 |
Cash Flows From Investing Activities: | ' | ' |
Cash paid for acquisitions | -4,150 | -1,617 |
Payments of contingent consideration | -233 | 0 |
Purchase of property and equipment | -723 | -407 |
Net cash used in investing activities | -5,106 | -2,024 |
Cash Flows From Financing Activities: | ' | ' |
Proceeds from initial public offering | ' | 9,660 |
Initial public offering costs | ' | -1,580 |
Borrowings on note payable | ' | 517 |
Payments on notes payable | -1,592 | -3,791 |
Payments of debt issuance costs | -26 | 0 |
Payments on stock repurchase obligation | -554 | -612 |
Proceeds from exercise of warrants | 4 | ' |
Net cash (used in) provided by financing activities | -2,168 | 4,194 |
Net (decrease) increase in Cash and Cash Equivalents | -8,153 | 4,477 |
Cash and cash equivalents – beginning of period | 13,868 | 2,294 |
Cash and cash equivalents – end of period | 5,715 | 6,771 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 161 | 192 |
Cash paid for income taxes | 1,867 | 2,416 |
Non-cash investing and financing activities: | ' | ' |
Contingent consideration (earn-out) | 286 | 949 |
Notes and stock payable for acquisitions | 3,710 | 697 |
Stock issuance for acquisitions | 865 | 0 |
Payment of contingent consideration with common stock | 100 | 0 |
Landlord-funded leasehold improvements | 137 | ' |
Reclassification of previously capitalized initial public offering costs from other assets to additional paid in capital upon completion of initial public offering (including costs incurred prior to 2013) | ' | $426 |
Note_1_Organization_and_Nature
Note 1 - Organization and Nature of Business Operations | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | ' |
Note 1 - Organization and Nature of Business Operations | |
Business | |
NV5 Holdings, Inc. and its subsidiaries (collectively, the “Company” or “NV5 Holdings”) is a provider of professional and technical engineering and consulting solutions in the infrastructure, energy, construction, real estate and environmental markets, operating through a network of 28 locations in California, Colorado, Florida, Pennsylvania, New Jersey, Ohio and Utah. The Company’s clients include the U.S. federal, state and local governments, and the private sector. NV5 Holdings conducts its operations through three primary operating subsidiaries: (i) NV5, Inc. (formerly known as Nolte Associates, Inc.) (“NV5”), which began operations in 1949, was incorporated as a California corporation in 1957 and was acquired by NV5 Global, Inc. in 2010, (ii) NV5 Global, Inc. (formerly known as NV5, Inc.) (“NV5 Global”), which was incorporated as a Delaware corporation in 2009, and (iii) AK Environmental, LLC (“AK”), which was originally incorporated as a New Jersey limited liability company in 2002 and reincorporated in North Carolina in 2013, and was acquired by the Company in 2014. In August 2010, NV5 Global acquired a majority of the outstanding shares of NV5 and succeeded to substantially all of NV5’s business. In October 2011, NV5 Global and NV5 completed a reorganization transaction in which NV5 Holdings, Inc. was incorporated as a Delaware corporation, acquired all of the outstanding shares of NV5 Global and NV5, and, as a result, became the holding company under which the Company conducts operations. NV5 Holdings provides a wide range of services, including, but not limited to, planning, design, consulting, permitting, inspection and field supervision, management oversight, forensic engineering, litigation support, condition assessment and compliance certification. | |
Significant Transactions | |
On January 31, 2014, the Company acquired certain assets of Air Quality Consulting, Inc. (“AQC”) located in Tampa, Florida, which specializes in occupational health, safety and environmental consulting, for a purchase price of up to $815, consisting of cash, notes and common stock (see Note 4). | |
On March 21, 2014, the Company acquired all of the outstanding equity interests of AK, a natural gas pipeline inspection, construction management and environmental consulting firm, primarily servicing the Northeast, Mid-Atlantic and Southeast United States. The purchase price was $7,000, consisting of cash, notes and common stock (see Note 4). | |
On June 30, 2014, the Company acquired certain assets of Owner's Representative Services, Inc. (“ORSI”), a program management firm specializing in healthcare facilities development and construction projects, for a purchase price of up to $1,300, consisting of cash, notes and common stock (see Note 4). | |
These acquisitions expanded the Company’s environmental, energy and project management services and allow NV5 Holdings to offer these services on a broader scale within its existing network. In addition, the acquisitions strengthen NV5 Holdings’ geographic diversification and allow the Company to continue expanding its national footprint. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Significant Accounting Policies [Text Block] | ' | ||||||||||||||||
Note 2 - Summary of Significant Accounting Policies | |||||||||||||||||
Basis of Presentation and Principles of Consolidation | |||||||||||||||||
The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements include the accounts of NV5 Holdings, Inc. and those of its wholly owned 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 (consisting of only normal recurring 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 financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The accompanying consolidated balance sheet as of December 31, 2013 has been derived from those financial statements. 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 2014 fiscal year. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. | |||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
Trade receivable balances carried by the Company are comprised of accounts from a diverse client base across a broad range of industries and are not collateralized. However, approximately 45% and 66% of the Company’s gross revenues for the nine months ended September 30, 2014 and 2013, respectively, are from California-based projects and approximately 11% and 18% of revenues for the nine months ended September 30, 2014 and 2013, respectively, are from one client. Furthermore, approximately 35% and 40% of the Company’s accounts receivable as of September 30, 2014 and December 31, 2013 are from government and government-related contracts. As management continually evaluates the creditworthiness of these and future clients, the risk of credit default is considered limited. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company considers cash and cash equivalents, accounts receivable, cash surrender value of officers’ life insurance, accounts payable, income taxes payable, accrued liabilities and debt obligations to meet the definition of financial instruments. As of September 30, 2014 and December 31, 2013, the carrying amount of each financial instrument, with the exception of debt and contingent consideration liabilities recognized in connection with business combinations, approximated the instrument’s respective fair value due to the short-term nature and maturity of these instruments. | |||||||||||||||||
The carrying amounts of debt obligations approximate their fair values as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics. | |||||||||||||||||
The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in the accounting for its acquisitions, which requires recognition of the assets acquired and the liabilities assumed at their acquisition date fair values, separately from goodwill. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the tangible and identifiable intangible assets acquired and liabilities assumed. The allocation of the purchase prices to identifiable intangible assets (customer relationships, customer backlog, trade name and non-compete) are based on valuations performed to determine the fair values of such assets as of the acquisition dates. The Company engaged a third-party independent valuation specialist to determine the fair values of tangible and intangible assets acquired and liabilities assumed for the 2014 acquisitions. The fair values of earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. The Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the consolidated balance sheet. | |||||||||||||||||
Several factors are considered when determining contingent earn-out liabilities as part of the purchase price, including whether (i) the valuation of the acquisitions is not supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (ii) the former owners of the acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of other key employees. The contingent earn-out payments are not affected by employment termination. | |||||||||||||||||
The Company measures contingent consideration liabilities recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified within Level 3, as defined in the accounting guidance. The Company uses a probability-weighted approach as a valuation technique to determine the fair value of the contingent consideration on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are projections over the earn-out period (generally one year), and the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and amount paid will be recorded in earnings. | |||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||
Goodwill is the excess of consideration paid for an acquired entity over the amounts assigned to assets acquired, including other identifiable intangible assets, and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s tangible and identifiable intangible assets and liabilities. | |||||||||||||||||
Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then performing the two-step quantitative impairment test is unnecessary. The two-step impairment test requires a comparison of the carrying value of the assets and liabilities associated with a reporting unit, including goodwill, with the fair value of the reporting unit. The Company determines fair value through multiple valuation techniques, and weights the results accordingly. NV5 Holdings is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. If the carrying value of a reporting unit exceeds the fair value of the reporting unit, the Company would calculate the implied fair value of its reporting unit goodwill as compared to the carrying value of its reporting unit goodwill to determine the appropriate impairment charge, if any. The Company has elected to perform its annual goodwill impairment review on August 1 of each year. NV5 Holdings has historically conducted its annual impairment tests using the quantitative method of evaluating goodwill. | |||||||||||||||||
Identifiable intangible assets primarily include customer backlog, customer relationships, trade names and non-compete agreements. Amortizable intangible assets are amortized over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. | |||||||||||||||||
See Note 7 for further information on goodwill and identified intangibles. | |||||||||||||||||
Earnings per Share | |||||||||||||||||
Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. In accordance with the FASB ASC 260, Earnings per Share, the effect of potentially dilutive securities is not considered during periods of loss or if the effect is anti-dilutive. The weighted average number of shares outstanding in calculating basic earnings per share for the three and nine months ended September 30, 2014 and 2013 exclude 605,357 and 484,089 non-vested restricted shares, respectively, issued since 2010. These non-vested restricted shares are not included in basic earnings per share until the vesting requirement is met. The weighted average number of shares outstanding in calculating diluted earnings per share for the three and nine months ended September 30, 2014 and 2013 includes, if outstanding, non-vested restricted shares and units, issuable shares related to acquisitions, and the warrants associated with the Company’s initial public offering. In calculating diluted earnings per share for the three and nine months ended September 30, 2014 and 2013, there were no potentially dilutive securities that were not considered. | |||||||||||||||||
The following table represents a reconciliation of the comprehensive income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2014 and 2013: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Comprehensive income – basic and diluted | $ | 1,723 | $ | 931 | $ | 3,485 | $ | 2,224 | |||||||||
Denominator: | |||||||||||||||||
Basic weighted average shares outstanding | 5,129,161 | 3,795,754 | 5,086,711 | 3,259,104 | |||||||||||||
Effect of dilutive non-vested restricted shares and units | 330,092 | 290,864 | 316,417 | 256,954 | |||||||||||||
Effect of issuable shares related to acquisitions | 28,064 | 35,393 | 34,584 | 14,518 | |||||||||||||
Effect of warrants | 137,385 | 11,270 | 105,887 | 3,757 | |||||||||||||
Diluted weighted average shares outstanding | 5,624,702 | 4,133,281 | 5,543,599 | 3,534,333 | |||||||||||||
Note_3_Recent_Accounting_Prono
Note 3 - Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | ' |
Note 3 – Recent Accounting Pronouncements | |
In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. Accordingly, the Company will adopt this ASU on January 1, 2017. Companies may use either a full retrospective or a modified retrospective approach to adopt this ASU, and the Company has not yet determined which method it will apply. The Company is currently evaluating the impact of adopting ASU 2014-09 on the Company's consolidated net income, financial position and cash flows. |
Note_4_Business_Acquisitions
Note 4 - Business Acquisitions | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Business Combination Disclosure [Text Block] | ' | ||||||||||||||||
Note 4 – Business Acquisitions | |||||||||||||||||
On January 31, 2014, the Company acquired certain assets of AQC located in Tampa, Florida, which specializes in occupational health, safety and environmental consulting. The purchase price of up to $815 consisted of $250 in cash, a $300 non-interest bearing promissory note and $150 of the Company’s common stock (18,739 shares) as of the closing date. The purchase price also included a non-interest bearing earn-out of $115 payable in cash, subject to the achievement of a certain agreed upon metric for calendar year 2014, and is payable on April 1, 2015. The earn-out payment was recorded at estimated fair value based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date. As of September 30, 2014, the estimated fair value of this contingent consideration is approximately $72. The purchase price included a $300 uncollateralized non-interest bearing promissory note, with an imputed interest rate of 3.75%. The note is payable in two equal payments of $150 due on the first and second anniversaries of January 31, 2014, the effective date of the acquisition (see Note 9). The carrying value of this note was approximately $288 as of September 30, 2014. | |||||||||||||||||
On March 21, 2014, the Company acquired all of the outstanding equity interests of AK, a natural gas pipeline inspection, construction management and environmental consulting firm, primarily servicing the Northeast, Mid-Atlantic and Southeast United States. The purchase price of $7,000 included $3,500 in cash, a $3,000 promissory note (bearing interest at 3.0%), payable in three installments of $1,000 due on the first, second and third anniversaries of March 21, 2014, the effective date of the acquisition (see Note 9), and $500 of the Company’s common stock (64,137 shares) as of the closing date of the acquisition. | |||||||||||||||||
On June 30, 2014, the Company acquired certain assets of ORSI, a program management firm specializing in healthcare facilities development and construction projects. The purchase price of up to $1,300 consisted of $400 in cash, a $450 non-interest bearing promissory note, and $150 of the Company’s common stock (14,918 shares) as of the closing date, which were issued in July 2014. The purchase price also included a non-interest bearing earn-out of $300 payable in cash and the Company’s common stock, subject to the achievement of a certain agreed upon metric for calendar year 2014, and is payable on March 31, 2015. The earn-out payment was preliminarily recorded at its estimated fair value based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date. As of September 30, 2014, the preliminary estimated fair value of this contingent consideration is approximately $239. The purchase price also included a $450 uncollateralized non-interest bearing promissory note, with an imputed interest rate of 3.75%. This note is payable in two equal payments of $225 due on the first and second anniversaries of June 30, 2014, the effective date of the acquisition (see Note 9). The carrying value of this note was approximately $426 as of September 30, 2014. | |||||||||||||||||
On November 3, 2014, the Company acquired certain assets of Zollinger Buric, Inc. an Ohio corporation and Buric Global LLC., an Ohio limited liability company (collectively the “Buric Companies”) The Buric Companies are based in Cleveland, Ohio with a total of 15 engineering and construction management professionals. The Buric Companies provide program management and construction claims consulting services, as well as building information modeling, critical path scheduling, surety consulting, and litigation support. The purchase price was $1,000 consisting of cash, promissory notes, and the Company’s common stock. The Company expects to establish the purchase price allocation with respect to this transaction by the end of the fourth quarter of 2014. | |||||||||||||||||
On April 30, 2013, the Company acquired certain assets and assumed certain liabilities of Consilium Partners, a 20-person owner’s representation and program management firm that serves both public and private clients, such as municipalities, major hospitality firms and institutional real estate owners. Consilium Partners possesses specialized expertise in managing technically demanding projects, while having an affinity for leading teams and cultivating teamwork with the people who ultimately determine a project’s success. The purchase price was $1,083, consisting of cash, notes (see Note 9) and the Company’s common stock plus an earn-out of up to $1,000 in cash and/or common stock in the Company’s sole discretion. Payment of the maximum $1,000 earn-out was subject to the achievement of a certain agreed upon metric for calendar year 2013, and payable in three annual installments beginning in January 31, 2014 in cash and/or common stock. The maximum earn-out payment of $1,000 is non-interest bearing. Therefore, the Company has discounted the $1,000 payment obligation for imputed interest. During 2013, the agreed upon metric was met and the earn-out was achieved. On January 31, 2014, the Company paid the first annual installment of $333, of which $233 was paid in cash and the remaining $100 was paid by issuing 12,987 shares of the Company’s common stock. As of September 30, 2014 and December 31, 2013, the Company had contingent consideration obligations of $651 and $971, respectively. | |||||||||||||||||
The Company reviews and re-assesses the estimated fair value of its contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income. During the three and nine months ended September 30, 2014, the Company recorded a change in fair value of $16 and $40, respectively, related to contingent consideration obligations due to the increased probability of achieving the earn-out metric defined at the time of acquisition. | |||||||||||||||||
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition dates for acquisitions closed during 2014: | |||||||||||||||||
Accounts receivable | $ | 2,292 | |||||||||||||||
Property and equipment | 107 | ||||||||||||||||
Prepaid expenses | 41 | ||||||||||||||||
Other assets | 7 | ||||||||||||||||
Intangible assets: | |||||||||||||||||
Customer relationships | 2,290 | ||||||||||||||||
Trade name | 341 | ||||||||||||||||
Customer backlog | 284 | ||||||||||||||||
Non-compete | 431 | ||||||||||||||||
Total Assets | 5,793 | ||||||||||||||||
Liabilities | (576 | ) | |||||||||||||||
Net assets acquired | 5,217 | ||||||||||||||||
Consideration paid (Cash, Notes and stock) | 8,580 | ||||||||||||||||
Contingent earn-out liability (Cash and stock) | 286 | ||||||||||||||||
Total Consideration | 8,866 | ||||||||||||||||
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | $ | 3,649 | |||||||||||||||
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 businesses acquired, the workforces in place and the synergies to be achieved from these acquisitions. For income tax purposes goodwill is deductible over a fifteen-year period. | |||||||||||||||||
The consolidated financial statements of the Company for the three and nine months ended September 30, 2014 include the results of operations from the businesses acquired during 2014 from their respective dates of acquisition to September 30, 2014. For the three and nine months ended September 30, 2014, the results include gross revenues and pre-tax income of approximately $9,900 and $396 and $19,100 and $920, respectively. Included in general and administrative expense for the three and nine months ended September 30, 2014 is $21 and $251, respectively, of acquisition-related costs pertaining to the Company’s acquisition activities. | |||||||||||||||||
The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for the three and nine months ended September 30, 2014 and 2013 as if the AK acquisition had occurred as of January 1, 2013. The pro forma information provided below is compiled from the financial statements of the combined companies and includes pro forma adjustments for amortization expense, reduction in certain agreed on expenses, interest expense and the income tax impact of these adjustments. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the AK operations actually been acquired on January 1, 2013; or (ii) future results of operations: | |||||||||||||||||
For the three months ended | For the nine months ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Gross revenues | $ | 31,420 | $ | 25,119 | $ | 83,715 | $ | 69,532 | |||||||||
Comprehensive income | $ | 1,723 | $ | 1,004 | $ | 3,382 | $ | 2,419 | |||||||||
Basic earnings per share | $ | 0.34 | $ | 0.26 | $ | 0.66 | $ | 0.73 | |||||||||
Diluted earnings per share | $ | 0.31 | $ | 0.24 | $ | 0.6 | $ | 0.67 | |||||||||
The Company determined that neither the AQC nor the ORSI acquisition constitute significant business combinations. Therefore, pro forma financial statements are not required to be disclosed. |
Note_5_Accounts_Receivable_Net
Note 5 - Accounts Receivable, Net | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | ' | ||||||||
Note 5 – Accounts Receivable, net | |||||||||
Accounts receivable, net, consists of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Billed | $ | 18,563 | $ | 12,301 | |||||
Unbilled | 10,297 | 5,118 | |||||||
Contract retentions | 658 | 623 | |||||||
29,518 | 18,042 | ||||||||
Less: allowance for doubtful accounts | (1,155 | ) | (1,320 | ) | |||||
Accounts receivable, net | $ | 28,363 | $ | 16,722 | |||||
Billed accounts receivable represents amounts billed to clients that remain uncollected as of the balance sheet date. Unbilled accounts receivable represents recognized amounts pending billing pursuant to contract terms or accounts billed after period end, and are expected to be billed and collected within the next 12 months. |
Note_6_Property_and_Equipment_
Note 6 - Property and Equipment, Net | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||
Note 6 – Property and Equipment, net | |||||||||
Property and equipment, net, consists of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Office furniture and equipment | $ | 248 | $ | 224 | |||||
Computer equipment | 1,575 | 1,013 | |||||||
Survey and field equipment | 1,057 | 1,067 | |||||||
Leasehold improvements | 1,075 | 1,032 | |||||||
3,955 | 3,336 | ||||||||
Accumulated depreciation | (2,296 | ) | (2,026 | ) | |||||
Property and equipment – net | $ | 1,659 | $ | 1,310 | |||||
Depreciation expense was $140 and $139 for the three months ended September 30, 2014 and 2013, respectively, and $420 and $404 for the nine months ended September 30, 2014 and 2013, respectively. |
Note_7_Goodwill_and_Intangible
Note 7 - Goodwill and Intangible Assets | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | ||||||||||||||||||||||||
Note 7 – Goodwill and Intangible Assets | |||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||
On August 1, 2014, 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, 2014. There were no indicators, events or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2014 through September 30, 2014. | |||||||||||||||||||||||||
The table set forth below shows the change in goodwill during the nine months ended September 30, 2014: | |||||||||||||||||||||||||
September 30, | |||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
Balance as of the beginning of the year | $ | 7,106 | |||||||||||||||||||||||
Acquisitions | 3,649 | ||||||||||||||||||||||||
Balance as of the end of the period | $ | 10,755 | |||||||||||||||||||||||
Intangible Assets | |||||||||||||||||||||||||
Intangible assets, net, as of September 30, 2014 and December 31, 2013 consist of the following: | |||||||||||||||||||||||||
30-Sep-14 | 31-Dec-13 | ||||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Amount | Gross Carrying Amount | Accumulated Amortization | Net Amount | ||||||||||||||||||||
Customer relationships | $ | 6,565 | $ | (2,236 | ) | $ | 4,329 | $ | 4,275 | $ | (1,653 | ) | $ | 2,622 | |||||||||||
Trade name | 1,199 | (983 | ) | 216 | 858 | (813 | ) | 45 | |||||||||||||||||
Customer backlog | 1,169 | (879 | ) | 290 | 885 | (720 | ) | 165 | |||||||||||||||||
Non-compete | 638 | (156 | ) | 482 | 207 | (46 | ) | 161 | |||||||||||||||||
Total | $ | 9,571 | $ | (4,254 | ) | $ | 5,317 | $ | 6,225 | $ | (3,232 | ) | $ | 2,993 | |||||||||||
Trade names are amortized on a straight-line basis over their estimated lives ranging from 1 to 3 years. Customer backlog and customer relationships are amortized based on the future expected revenues, with weighted average amortization periods ranging from 1 to 9 years. Non-compete agreements are amortized over their contractual lives ranging from 4 to 5 years. | |||||||||||||||||||||||||
Amortization expense was $392 and $263 for the three months ended September 30, 2014 and 2013, respectively, and $1,022 and $721, for the nine months ended September 30, 2014 and 2013, respectively. | |||||||||||||||||||||||||
As of September 30, 2014, the future estimated aggregate amortization related to intangible assets is as follows: | |||||||||||||||||||||||||
Period ending September 30, | |||||||||||||||||||||||||
2015 | $ | 1,436 | |||||||||||||||||||||||
2016 | 942 | ||||||||||||||||||||||||
2017 | 706 | ||||||||||||||||||||||||
2018 | 534 | ||||||||||||||||||||||||
2019 | 421 | ||||||||||||||||||||||||
Thereafter | 1,278 | ||||||||||||||||||||||||
Total | $ | 5,317 | |||||||||||||||||||||||
Note_8_Accrued_Liabilities
Note 8 - Accrued Liabilities | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accrued Liabilities Disclosure [Abstract] | ' | ||||||||
Accrued Liabilities Disclosure [Text Block] | ' | ||||||||
Note 8 – Accrued Liabilities | |||||||||
Accrued liabilities consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Stock payable for acquisitions | $ | 46 | $ | 192 | |||||
Deferred rent | 559 | 486 | |||||||
Payroll and related taxes | 2,990 | 864 | |||||||
Professional liability reserve | 114 | 248 | |||||||
Benefits | 1,112 | 916 | |||||||
Accrued vacation | 1,218 | 1,088 | |||||||
Other | 687 | 395 | |||||||
Total | $ | 6,726 | $ | 4,189 | |||||
Note_9_Notes_Payable
Note 9 - Notes Payable | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt Disclosure [Text Block] | ' | ||||||||
Note 9 – Notes Payable | |||||||||
Notes payable consists of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Term Loan | $ | 522 | $ | 1,144 | |||||
Note Payable | 1,350 | 1,707 | |||||||
Uncollateralized promissory notes | 4,477 | 1,376 | |||||||
Total Debt | 6,349 | 4,227 | |||||||
(Less current maturities) | (3,058 | ) | (1,725 | ) | |||||
Long-term debt, net of current maturities | $ | 3,291 | $ | 2,502 | |||||
Credit Facility | |||||||||
On January 31, 2014, the Company entered into a Business Loan Agreement with Western Alliance Bank, an Arizona corporation (“Western Alliance”), as lender, which was amended on September 3, 2014 and provides for a two-year, $8,000 revolving credit facility with a maturity date of January 31, 2016 (the “Credit Facility”). The interest rate is prime rate plus 0.50%, with a minimum of 3.75%, which was the interest rate at September 30, 2014. The Credit Facility contains a cross default and cross collateralization provision with the Term Loan described below. The Credit Facility contains certain financial covenants, including an annual maximum debt to tangible net worth ratio of 3.0:1.0 as of December 31, 2014 and for each annual period ending on the last day of each fiscal year thereafter. In addition, the Credit Facility contains an annual minimum debt service coverage ratio equal to 1.5:1.0 for each annual period ending on the last day of the fiscal year beginning December 31, 2013. The Credit Facility also contains financial reporting covenant provisions and other covenants, representations, warranties, indemnities, and events of default that are customary for facilities of this type. The Credit Facility is guaranteed by (i) NV5 Global, (ii) NV5 and (iii) AK. The Credit Facility is secured by a first priority lien on substantially all of the assets of NV5 Holdings Inc., NV5 Global and NV5. In connection with entering into the Credit Facility, on January 31, 2014, the Company terminated two credit facilities totaling $4,000. In conjunction with closing the Credit Facility, the Company paid approximately $27 in debt issuance costs, which are included in Prepaid Expenses on the consolidated balance sheet and are being amortized into interest expense over the two-year term of the Credit Facility. | |||||||||
Term Loan | |||||||||
The Company has a note payable to Western Alliance, with a maturity date of February 1, 2015 (the “Term Loan”). The Term Loan was amended on September 3, 2014 to adjust the guarantors and certain financial covenants. The interest rate on the Term Loan is prime rate with a minimum of 4.50%. As of September 30, 2014 and December 31, 2013, the actual interest rate was 4.50% and 5.0%, respectively. The Term Loan is payable in monthly principal installments of $46 with a lump sum of the remaining principal balance outstanding due at maturity. The Term Loan is collateralized by substantially all of the Company’s assets and is guaranteed by NV5 Holdings, Inc., NV5 and AK. As of September 30, 2014 and December 31, 2013, the outstanding balance on the Term Loan was approximately $500 and $1,100, respectively. | |||||||||
Note Payable | |||||||||
The note held by the seller of Nolte Associates Inc. (the “Nolte Note”) is currently outstanding with a maturity date of July 29, 2017. The Nolte Note bears interest at the prime rate plus 1%, subject to a maximum rate of 7.0%. As of September 30, 2014 and December 31, 2013, the actual interest rate was 4.25%. Under the terms of the Nolte Note, as amended, the Company pays quarterly principal installments of approximately $100 plus interest. The Nolte Note is unsecured and is subordinated to the Term Loan, although the Company is permitted to make periodic principal and interest payments. As of September 30, 2014 and December 31, 2013, the outstanding balance on the Nolte Note was approximately $1,400 and $1,700, respectively. | |||||||||
Uncollateralized Promissory Notes | |||||||||
On June 30, 2014, the Company acquired certain assets of ORSI. The purchase price included an uncollateralized non-interest bearing promissory note in the aggregate principal amount of $450 (the “ORSI Note”) for which the Company has imputed interest at a rate of 3.75%. This note is payable in two equal payments of $225 due on the first and second anniversaries of June 30, 2014, the effective date of the acquisition. The carrying value of the ORSI Note was approximately $426 as of September 30, 2014. | |||||||||
On March 21, 2014, the Company acquired all of the outstanding equity interests of AK. The purchase price included a $3,000 promissory note bearing interest at 3.0% (the “AK Note”) that is payable in three equal payments of $1,000 each due on the first, second and third anniversaries of March 21, 2014, the effective date of the acquisition. The outstanding balance of the AK Note was $3,000 as of September 30, 2014. | |||||||||
On January 31, 2014, the Company acquired certain assets of AQC. The purchase price included an uncollateralized non-interest bearing promissory note in the aggregate principal amount of $300 (the “AQC Note”) for which the Company has imputed interest at a rate of 3.75%. This note is payable in two equal payments of $150 each, due on the first and second anniversaries of January 31, 2014, the effective date of the acquisition. As of September 30, 2014, the carrying value of the AQC Note was approximately $288. | |||||||||
On August 12, 2013, the Company acquired certain assets and assumed certain liabilities of Dunn Environmental, Inc. The purchase price consisted of an uncollateralized promissory note in the aggregate principal amount of approximately $92, bearing interest at 4.0%, payable in two equal payments of approximately $46 each due on the first and second anniversaries of August 12, 2013, the effective date of the acquisition. The outstanding balance of this note was $46 and $92 as of September 30, 2014 and December 31, 2013, respectively. | |||||||||
On July 8, 2013, the Company acquired certain assets and assumed certain liabilities of the Tampa, Florida division of Pitman-Hartenstein & Associates. The purchase price included an uncollateralized promissory note in the aggregate principal amount of $168, bearing interest at 4.0%, payable in two equal payments of $84 each due on December 31, 2013 and December 31, 2014. The outstanding balance of this note was $84 as of September 30, 2014 and December 31, 2013. | |||||||||
On April 30, 2013, the Company acquired certain assets and assumed certain liabilities of Consilium Partners. The purchase price included an uncollateralized promissory note in the aggregate principal amount of $200, bearing interest at 4.0%, payable in three equal payments of approximately $67 each, and due on the first, second and third anniversaries of April 30, 2013, the effective date of the acquisition,. The outstanding balance of this note was $133 and $200, as of September 30, 2014 and December 31, 2013, respectively. | |||||||||
On July 27, 2012, the Company acquired certain assets and assumed certain liabilities of Kaderabek Company (“Kaco”). The purchase price included a note in the aggregate principal amount of $2,000 (the “Kaco Note”), bearing interest at 3.0% for the first year and 200 basis points over the one-year LIBOR for the years thereafter, which is payable as follows: $500 due by (and paid on) December 28, 2012 and three equal payments of $500 each due on the first, second and third anniversaries of July 27, 2012, the effective date of the acquisition. As of September 30, 2014 and December 31, 2013, the actual interest rate was 2.58%. The outstanding balance of the Kaco Note was $500 and $1,000 as of September 30, 2014 and December 31, 2013, respectively. | |||||||||
Future contractual maturities of long-term debt as of September 30, 2014 are as follows: | |||||||||
Period ending September 30, | |||||||||
2015 | $ | 3,058 | |||||||
2016 | 1,894 | ||||||||
2017 | 1,397 | ||||||||
Total | $ | 6,349 | |||||||
Note_10_Stock_Repurchase_Oblig
Note 10 - Stock Repurchase Obligation | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Stock Repurchase Obligation [Abstract] | ' | ||||
Stock Repurchase Obligation [Text Block] | ' | ||||
Note 10 – Stock Repurchase Obligation | |||||
The stock repurchase obligation at September 30, 2014 and December 31, 2013 represents notes payable for the repurchase of common stock of certain former non-controlling interests in NV5. These notes are unsecured and subordinated to bank debt and the maintenance of related debt covenants, and bear interest from 3.25% to 4.25%. The rates adjust annually based on the prime rate. The notes require quarterly interest and principal payments through their maturity dates, which range between 2014 and 2019. The outstanding balance of the stock repurchase obligation was $1,068 and $1,622 as of September 30, 2014 and December 31, 2013, respectively. | |||||
Future maturities of these notes as of September 30, 2014 are as follows: | |||||
Period ending September 30, | |||||
2015 | $ | 474 | |||
2016 | 196 | ||||
2017 | 133 | ||||
2018 | 133 | ||||
2019 | 132 | ||||
Total | $ | 1,068 | |||
Note_11_Commitments_and_Contin
Note 11 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
Note 11 – Commitments and Contingencies | |
Litigation, Claims and Assessments | |
From time to time the Company may become subject to threatened and/or asserted claims arising in the ordinary course of business. Management is not aware of any matters, either individually or in the aggregate, that are reasonably possible to have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity. |
Note_12_StockBased_Compensatio
Note 12 - Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' |
Note 12 – Stock-Based Compensation | |
In October 2011, the Company’s stockholders approved the 2011 Equity Incentive Plan, which was subsequently amended and restated in March 2013 (as amended, the “2011 Equity Plan”). The 2011 Equity Plan provides directors, executive officers, and other employees of the Company with additional incentives by allowing them to acquire ownership interest in the business and, as a result, encouraging them to contribute to the Company’s success. The Company may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units, and other cash-based or stock-based awards. As of September 30, 2014, 540,459 shares of common stock are authorized and reserved for issuance under the 2011 Equity Plan. This reserve automatically increases on each January 1 from 2014 through 2023, by an amount equal to the smaller of (i) 3.5% of the number of shares issued and outstanding on the immediately preceding December 31, or (ii) an amount determined by the Company’s Board of Directors. | |
In the three and nine months ended September 30, 2014, the Company granted from the 2011 Equity Plan 7,924 and 112,724 restricted shares and units of common stock, respectively, to management, employees, and non-employee directors with an aggregate deferred compensation amount of approximately $76 and $1,029, respectively. The fair value of these shares is based on the quoted market values of the Company’s common stock as of the grant dates, which is a weighted-average of $9.57 and $9.12, respectively, per share. The restricted shares of common stock granted generally provide for service-based vesting after three years following the grant date. | |
Share-based compensation expense relating to restricted stock awards during the three months ended September 30, 2014 and 2013 was $187 and $121 respectively, and for the nine months ended September 30, 2014 and 2013 was $534 and $237, respectively. As of September 30, 2014, 8,508 shares have vested since the 2011 Equity Plan inception. Approximately $1,463 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 1.5 years, is unrecognized at September 30, 2014. |
Note_13_Income_Taxes
Note 13 - Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
Note 13 – Income Taxes | |
As of September 30, 2014, the Company had net current and net non-current deferred income tax assets of $839 and $724, respectively. As of December 31, 2013, the Company had current and net non-current deferred income tax assets of $1,004 and $724, respectively. No valuation allowance against the Company’s net deferred income tax assets is needed as of September 30, 2014 or December 31, 2013. Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where the Company has a future obligation for tax purposes. | |
The Company’s consolidated effective income tax rate was 37.3% and 37.0% for the three and nine months ended September 30, 2014, respectively. The difference between the effective income tax rate and the combined statutory federal and state income tax rate of approximately 39.0% is principally due to the federal domestic production activities deduction. The effective income tax rate for the three and nine months ended September 30, 2013 was 18.5% and 24.4%, respectively. The difference between the effective tax rate and the combined statutory federal and state tax rate of 39.0% was principally due to the domestic production activities deduction and research and development credits as well as higher tax deductions realized on the 2012 federal and state tax returns filed during the third quarter of 2013. The effective tax rate for the nine months ended September 30, 2013 also includes the discrete income tax benefit of 5.7%, related to the retroactive legislative reinstatement on January 2, 2013 of the federal research and development tax credit for the year ended December 31, 2012, which is required to be included in the period the reinstatement was enacted into law. | |
In 2011, the California Franchise Tax Board (“CFTB”) initiated an examination of NV5’s state of California tax filings and raised various questions about approximately $700 of research and development tax credits generated and included on NV5’s tax returns for the years 2005 to 2010. The Company responded to these inquiries, but in the fourth quarter of 2012, the CFTB denied these credits in full. In early 2013, the CFTB assigned a new examiner. The CFTB examiner requested and received additional documentation supporting the Company’s qualified research activities. During 2014, the CFTB examiner conducted a field visit in order to understand the Company’s design activities associated with these qualified research activities. The Company responded fully to the examiner’s requests and answered their questions. There has been no formal communication or indication from the CFTB as to their acceptance of the filed tax credits. | |
NV5 believes it has appropriate qualified research activities, qualified research expenses and documentation to support the credits and believes this position meets the recognition criteria under ASC 740-10. An adverse outcome in the case could have an adverse impact on the Company’s financial position, results of operations and cash flows. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Basis of Presentation and Principles of Consolidation [Policy Text Block] | ' | ||||||||||||||||
Basis of Presentation and Principles of Consolidation | |||||||||||||||||
The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements include the accounts of NV5 Holdings, Inc. and those of its wholly owned 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 (consisting of only normal recurring 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 financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The accompanying consolidated balance sheet as of December 31, 2013 has been derived from those financial statements. 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 2014 fiscal year. | |||||||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. | |||||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | ||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
Trade receivable balances carried by the Company are comprised of accounts from a diverse client base across a broad range of industries and are not collateralized. However, approximately 45% and 66% of the Company’s gross revenues for the nine months ended September 30, 2014 and 2013, respectively, are from California-based projects and approximately 11% and 18% of revenues for the nine months ended September 30, 2014 and 2013, respectively, are from one client. Furthermore, approximately 35% and 40% of the Company’s accounts receivable as of September 30, 2014 and December 31, 2013 are from government and government-related contracts. As management continually evaluates the creditworthiness of these and future clients, the risk of credit default is considered limited. | |||||||||||||||||
Fair Value Measurement, Policy [Policy Text Block] | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company considers cash and cash equivalents, accounts receivable, cash surrender value of officers’ life insurance, accounts payable, income taxes payable, accrued liabilities and debt obligations to meet the definition of financial instruments. As of September 30, 2014 and December 31, 2013, the carrying amount of each financial instrument, with the exception of debt and contingent consideration liabilities recognized in connection with business combinations, approximated the instrument’s respective fair value due to the short-term nature and maturity of these instruments. | |||||||||||||||||
The carrying amounts of debt obligations approximate their fair values as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics. | |||||||||||||||||
The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in the accounting for its acquisitions, which requires recognition of the assets acquired and the liabilities assumed at their acquisition date fair values, separately from goodwill. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the tangible and identifiable intangible assets acquired and liabilities assumed. The allocation of the purchase prices to identifiable intangible assets (customer relationships, customer backlog, trade name and non-compete) are based on valuations performed to determine the fair values of such assets as of the acquisition dates. The Company engaged a third-party independent valuation specialist to determine the fair values of tangible and intangible assets acquired and liabilities assumed for the 2014 acquisitions. The fair values of earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. The Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the consolidated balance sheet. | |||||||||||||||||
Several factors are considered when determining contingent earn-out liabilities as part of the purchase price, including whether (i) the valuation of the acquisitions is not supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (ii) the former owners of the acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of other key employees. The contingent earn-out payments are not affected by employment termination. | |||||||||||||||||
The Company measures contingent consideration liabilities recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified within Level 3, as defined in the accounting guidance. The Company uses a probability-weighted approach as a valuation technique to determine the fair value of the contingent consideration on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are projections over the earn-out period (generally one year), and the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and amount paid will be recorded in earnings. | |||||||||||||||||
Goodwill and Intangible Assets, Policy [Policy Text Block] | ' | ||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||
Goodwill is the excess of consideration paid for an acquired entity over the amounts assigned to assets acquired, including other identifiable intangible assets, and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s tangible and identifiable intangible assets and liabilities. | |||||||||||||||||
Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then performing the two-step quantitative impairment test is unnecessary. The two-step impairment test requires a comparison of the carrying value of the assets and liabilities associated with a reporting unit, including goodwill, with the fair value of the reporting unit. The Company determines fair value through multiple valuation techniques, and weights the results accordingly. NV5 Holdings is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. If the carrying value of a reporting unit exceeds the fair value of the reporting unit, the Company would calculate the implied fair value of its reporting unit goodwill as compared to the carrying value of its reporting unit goodwill to determine the appropriate impairment charge, if any. The Company has elected to perform its annual goodwill impairment review on August 1 of each year. NV5 Holdings has historically conducted its annual impairment tests using the quantitative method of evaluating goodwill. | |||||||||||||||||
Identifiable intangible assets primarily include customer backlog, customer relationships, trade names and non-compete agreements. Amortizable intangible assets are amortized over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. | |||||||||||||||||
See Note 7 for further information on goodwill and identified intangibles. | |||||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||||||||||||
Earnings per Share | |||||||||||||||||
Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. In accordance with the FASB ASC 260, Earnings per Share, the effect of potentially dilutive securities is not considered during periods of loss or if the effect is anti-dilutive. The weighted average number of shares outstanding in calculating basic earnings per share for the three and nine months ended September 30, 2014 and 2013 exclude 605,357 and 484,089 non-vested restricted shares, respectively, issued since 2010. These non-vested restricted shares are not included in basic earnings per share until the vesting requirement is met. The weighted average number of shares outstanding in calculating diluted earnings per share for the three and nine months ended September 30, 2014 and 2013 includes, if outstanding, non-vested restricted shares and units, issuable shares related to acquisitions, and the warrants associated with the Company’s initial public offering. In calculating diluted earnings per share for the three and nine months ended September 30, 2014 and 2013, there were no potentially dilutive securities that were not considered. | |||||||||||||||||
The following table represents a reconciliation of the comprehensive income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2014 and 2013: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Comprehensive income – basic and diluted | $ | 1,723 | $ | 931 | $ | 3,485 | $ | 2,224 | |||||||||
Denominator: | |||||||||||||||||
Basic weighted average shares outstanding | 5,129,161 | 3,795,754 | 5,086,711 | 3,259,104 | |||||||||||||
Effect of dilutive non-vested restricted shares and units | 330,092 | 290,864 | 316,417 | 256,954 | |||||||||||||
Effect of issuable shares related to acquisitions | 28,064 | 35,393 | 34,584 | 14,518 | |||||||||||||
Effect of warrants | 137,385 | 11,270 | 105,887 | 3,757 | |||||||||||||
Diluted weighted average shares outstanding | 5,624,702 | 4,133,281 | 5,543,599 | 3,534,333 |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
Comprehensive income – basic and diluted | $ | 1,723 | $ | 931 | $ | 3,485 | $ | 2,224 | |||||||||
Denominator: | |||||||||||||||||
Basic weighted average shares outstanding | 5,129,161 | 3,795,754 | 5,086,711 | 3,259,104 | |||||||||||||
Effect of dilutive non-vested restricted shares and units | 330,092 | 290,864 | 316,417 | 256,954 | |||||||||||||
Effect of issuable shares related to acquisitions | 28,064 | 35,393 | 34,584 | 14,518 | |||||||||||||
Effect of warrants | 137,385 | 11,270 | 105,887 | 3,757 | |||||||||||||
Diluted weighted average shares outstanding | 5,624,702 | 4,133,281 | 5,543,599 | 3,534,333 |
Note_4_Business_Acquisitions_T
Note 4 - Business Acquisitions (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | ||||||||||||||||
Accounts receivable | $ | 2,292 | |||||||||||||||
Property and equipment | 107 | ||||||||||||||||
Prepaid expenses | 41 | ||||||||||||||||
Other assets | 7 | ||||||||||||||||
Intangible assets: | |||||||||||||||||
Customer relationships | 2,290 | ||||||||||||||||
Trade name | 341 | ||||||||||||||||
Customer backlog | 284 | ||||||||||||||||
Non-compete | 431 | ||||||||||||||||
Total Assets | 5,793 | ||||||||||||||||
Liabilities | (576 | ) | |||||||||||||||
Net assets acquired | 5,217 | ||||||||||||||||
Consideration paid (Cash, Notes and stock) | 8,580 | ||||||||||||||||
Contingent earn-out liability (Cash and stock) | 286 | ||||||||||||||||
Total Consideration | 8,866 | ||||||||||||||||
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | $ | 3,649 | |||||||||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | ||||||||||||||||
For the three months ended | For the nine months ended | ||||||||||||||||
September 30, | September 30, | September 30, | September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Gross revenues | $ | 31,420 | $ | 25,119 | $ | 83,715 | $ | 69,532 | |||||||||
Comprehensive income | $ | 1,723 | $ | 1,004 | $ | 3,382 | $ | 2,419 | |||||||||
Basic earnings per share | $ | 0.34 | $ | 0.26 | $ | 0.66 | $ | 0.73 | |||||||||
Diluted earnings per share | $ | 0.31 | $ | 0.24 | $ | 0.6 | $ | 0.67 |
Note_5_Accounts_Receivable_Net1
Note 5 - Accounts Receivable, Net (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Billed | $ | 18,563 | $ | 12,301 | |||||
Unbilled | 10,297 | 5,118 | |||||||
Contract retentions | 658 | 623 | |||||||
29,518 | 18,042 | ||||||||
Less: allowance for doubtful accounts | (1,155 | ) | (1,320 | ) | |||||
Accounts receivable, net | $ | 28,363 | $ | 16,722 |
Note_6_Property_and_Equipment_1
Note 6 - Property and Equipment, Net (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment [Table Text Block] | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Office furniture and equipment | $ | 248 | $ | 224 | |||||
Computer equipment | 1,575 | 1,013 | |||||||
Survey and field equipment | 1,057 | 1,067 | |||||||
Leasehold improvements | 1,075 | 1,032 | |||||||
3,955 | 3,336 | ||||||||
Accumulated depreciation | (2,296 | ) | (2,026 | ) | |||||
Property and equipment – net | $ | 1,659 | $ | 1,310 |
Note_7_Goodwill_and_Intangible1
Note 7 - Goodwill and Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Goodwill [Table Text Block] | ' | ||||||||||||||||||||||||
September 30, | |||||||||||||||||||||||||
2014 | |||||||||||||||||||||||||
Balance as of the beginning of the year | $ | 7,106 | |||||||||||||||||||||||
Acquisitions | 3,649 | ||||||||||||||||||||||||
Balance as of the end of the period | $ | 10,755 | |||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | ||||||||||||||||||||||||
30-Sep-14 | 31-Dec-13 | ||||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Amount | Gross Carrying Amount | Accumulated Amortization | Net Amount | ||||||||||||||||||||
Customer relationships | $ | 6,565 | $ | (2,236 | ) | $ | 4,329 | $ | 4,275 | $ | (1,653 | ) | $ | 2,622 | |||||||||||
Trade name | 1,199 | (983 | ) | 216 | 858 | (813 | ) | 45 | |||||||||||||||||
Customer backlog | 1,169 | (879 | ) | 290 | 885 | (720 | ) | 165 | |||||||||||||||||
Non-compete | 638 | (156 | ) | 482 | 207 | (46 | ) | 161 | |||||||||||||||||
Total | $ | 9,571 | $ | (4,254 | ) | $ | 5,317 | $ | 6,225 | $ | (3,232 | ) | $ | 2,993 | |||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | ||||||||||||||||||||||||
Period ending September 30, | |||||||||||||||||||||||||
2015 | $ | 1,436 | |||||||||||||||||||||||
2016 | 942 | ||||||||||||||||||||||||
2017 | 706 | ||||||||||||||||||||||||
2018 | 534 | ||||||||||||||||||||||||
2019 | 421 | ||||||||||||||||||||||||
Thereafter | 1,278 | ||||||||||||||||||||||||
Total | $ | 5,317 |
Note_8_Accrued_Liabilities_Tab
Note 8 - Accrued Liabilities (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accrued Liabilities Disclosure [Abstract] | ' | ||||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Stock payable for acquisitions | $ | 46 | $ | 192 | |||||
Deferred rent | 559 | 486 | |||||||
Payroll and related taxes | 2,990 | 864 | |||||||
Professional liability reserve | 114 | 248 | |||||||
Benefits | 1,112 | 916 | |||||||
Accrued vacation | 1,218 | 1,088 | |||||||
Other | 687 | 395 | |||||||
Total | $ | 6,726 | $ | 4,189 |
Note_9_Notes_Payable_Tables
Note 9 - Notes Payable (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Term Loan | $ | 522 | $ | 1,144 | |||||
Note Payable | 1,350 | 1,707 | |||||||
Uncollateralized promissory notes | 4,477 | 1,376 | |||||||
Total Debt | 6,349 | 4,227 | |||||||
(Less current maturities) | (3,058 | ) | (1,725 | ) | |||||
Long-term debt, net of current maturities | $ | 3,291 | $ | 2,502 | |||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | ||||||||
Period ending September 30, | |||||||||
2015 | $ | 3,058 | |||||||
2016 | 1,894 | ||||||||
2017 | 1,397 | ||||||||
Total | $ | 6,349 |
Note_10_Stock_Repurchase_Oblig1
Note 10 - Stock Repurchase Obligation (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Stock Repurchase Obligation [Abstract] | ' | ||||
Schedule of Future Maturities for Recorded Debt [Table Text Block] | ' | ||||
Period ending September 30, | |||||
2015 | $ | 474 | |||
2016 | 196 | ||||
2017 | 133 | ||||
2018 | 133 | ||||
2019 | 132 | ||||
Total | $ | 1,068 |
Note_1_Organization_and_Nature1
Note 1 - Organization and Nature of Business Operations (Details) (USD $) | 6 Months Ended | 9 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Sep. 30, 2014 | Jan. 31, 2014 | Mar. 21, 2014 | Jun. 30, 2014 |
Air Quality Consulting, Inc. [Member] | AK Environmental, LLC [Member] | Owner's Representative Services, Inc [Member] | |||
Note 1 - Organization and Nature of Business Operations (Details) [Line Items] | ' | ' | ' | ' | ' |
Number of Business Locations | ' | 28 | ' | ' | ' |
Number of Subsidiaries | ' | 3 | ' | ' | ' |
Business Combination, Consideration Transferred | $8,866 | ' | $815 | $7,000 | $1,300 |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Restricted Stock [Member] | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 605,357 | 484,089 | 605,357 | 484,089 |
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | 45.00% | 66.00% |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | 11.00% | 18.00% |
Accounts Receivable [Member] | Government Contracts Concentration Risk [Member] | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | 40.00% | 35.00% |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies (Details) - Reconciliation of Basic and Diluted Earnings Per Share (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Comprehensive income – basic and diluted (in Dollars) | $1,723 | $931 | $3,485 | $2,224 |
Denominator: | ' | ' | ' | ' |
Basic weighted average shares outstanding | 5,129,161 | 3,795,754 | 5,086,711 | 3,259,104 |
Effect of dilutive non-vested restricted shares and units | 330,092 | 290,864 | 316,417 | 256,954 |
Effect of issuable shares related to acquisitions | 28,064 | 35,393 | 34,584 | 14,518 |
Effect of warrants | 137,385 | 11,270 | 105,887 | 3,757 |
Diluted weighted average shares outstanding | 5,624,702 | 4,133,281 | 5,543,599 | 3,534,333 |
Note_4_Business_Acquisitions_D
Note 4 - Business Acquisitions (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Mar. 21, 2014 | Mar. 21, 2014 | Mar. 21, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jan. 31, 2014 | Sep. 30, 2014 | Mar. 21, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Apr. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Jan. 31, 2014 | Sep. 30, 2014 | Mar. 21, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Mar. 21, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Nov. 03, 2014 | Nov. 03, 2014 | Jan. 31, 2014 | Apr. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Apr. 30, 2013 |
General and Administrative Expense [Member] | General and Administrative Expense [Member] | Common Stock [Member] | Future Event January 31, 2015 [Member] | Future Event January 31, 2016 [Member] | Future Event March 21, 2015 [Member] | Future Event March 21, 2016 [Member] | Future Event March 21, 2017 [Member] | Future Event June 30, 2015 [Member] | Future Event June 30, 2016 [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Air Quality Consulting, Inc. [Member] | Air Quality Consulting, Inc. [Member] | AK Environmental, LLC [Member] | AK Environmental, LLC [Member] | AK Environmental, LLC [Member] | AK Environmental, LLC [Member] | AK Environmental, LLC [Member] | AK Environmental, LLC [Member] | Owner's Representative Services, Inc [Member] | Owner's Representative Services, Inc [Member] | Owner's Representative Services, Inc [Member] | Owner's Representative Services, Inc [Member] | Buric Companies [Member] | Buric Companies [Member] | Consilium Partners [Member] | Consilium Partners [Member] | Consilium Partners [Member] | Consilium Partners [Member] | Consilium Partners [Member] | |||||||
Consilium Partners [Member] | Air Quality Consulting, Inc. [Member] | Air Quality Consulting, Inc. [Member] | AK Environmental, LLC [Member] | AK Environmental, LLC [Member] | AK Environmental, LLC [Member] | Owner's Representative Services, Inc [Member] | Owner's Representative Services, Inc [Member] | Air Quality Consulting, Inc. [Member] | Air Quality Consulting, Inc. [Member] | AK Environmental, LLC [Member] | AK Environmental, LLC [Member] | Owner's Representative Services, Inc [Member] | Owner's Representative Services, Inc [Member] | Consilium Partners [Member] | Consilium Partners [Member] | Consilium Partners [Member] | ||||||||||||||||||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred | ' | ' | $8,866 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $815 | ' | $7,000 | ' | ' | ' | ' | ' | ' | $1,300 | ' | ' | $1,000 | ' | ' | $1,083 | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | 233 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250 | ' | 3,500 | ' | ' | ' | ' | ' | ' | 400 | ' | ' | ' | ' | 233 | ' | ' | ' | ' |
Business Combination, Consideration Transferred, Liabilities Incurred | ' | ' | 286 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300 | ' | ' | ' | 450 | ' | ' | ' | ' | ' | ' | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150 | ' | 500 | ' | ' | ' | ' | ' | ' | 150 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | 12,987 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,739 | ' | 64,137 | ' | ' | ' | ' | ' | ' | 14,918 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 115 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300 | ' | ' | ' | ' | ' | ' | 1,000 |
Business Combination, Contingent Consideration, Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 72 | ' | ' | ' | ' | ' | ' | ' | ' | 239 | ' | ' | ' | ' | ' | 651 | 971 | ' |
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.75% | ' | ' | ' | 3.75% | ' | ' | ' | ' | ' | ' | ' | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Equal Installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | 3 | ' | ' | 2 | 3 | ' | ' | 2 | ' | 3 | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150 | 150 | 1,000 | 1,000 | 1,000 | 225 | 225 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Percentage Bearing Variable Interest, Amount | ' | 4,477 | ' | 4,477 | ' | 1,376 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 288 | ' | 3,000 | ' | 426 | ' | 133 | 200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Entity Number of Employees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15 | ' | ' | ' | ' | ' |
Number Of Partners | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 |
Number Of Equal Installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' |
Earnout Payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 333 | ' | ' | ' | ' |
Business Combination, Consideration Transferred, Other | ' | ' | ' | ' | ' | ' | ' | ' | 100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | ' | 16 | ' | 40 | 18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Revenue | ' | 9,900 | ' | 396 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,420 | 25,119 | 83,715 | 69,532 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Net Income (Loss) | ' | 19,100 | ' | 920 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,723 | 1,004 | 3,382 | 2,419 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Acquisition Related Costs | ' | ' | ' | ' | ' | ' | $21 | $251 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_4_Business_Acquisitions_D1
Note 4 - Business Acquisitions (Details) - Fair Value of Assets Acquired and Liabilities Assumed (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Note 4 - Business Acquisitions (Details) - Fair Value of Assets Acquired and Liabilities Assumed [Line Items] | ' |
Accounts receivable | $2,292 |
Property and equipment | 107 |
Prepaid expenses | 41 |
Other assets | 7 |
Intangible assets: | ' |
Total Assets | 5,793 |
Liabilities | -576 |
Net assets acquired | 5,217 |
Consideration paid (Cash, Notes and stock) | 8,580 |
Contingent earn-out liability (Cash and stock) | 286 |
Total Consideration | 8,866 |
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | 3,649 |
Customer Relationships [Member] | ' |
Intangible assets: | ' |
Intangible assets | 2,290 |
Trade Names [Member] | ' |
Intangible assets: | ' |
Intangible assets | 341 |
Customer Lists [Member] | ' |
Intangible assets: | ' |
Intangible assets | 284 |
Noncompete Agreements [Member] | ' |
Intangible assets: | ' |
Intangible assets | $431 |
Note_4_Business_Acquisitions_D2
Note 4 - Business Acquisitions (Details) - Pro Forma Consolidated Results of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Note 4 - Business Acquisitions (Details) - Pro Forma Consolidated Results of Operations [Line Items] | ' | ' | ' | ' |
Gross revenues | $9,900 | ' | $396 | ' |
Comprehensive income | 19,100 | ' | 920 | ' |
AK Environmental, LLC [Member] | ' | ' | ' | ' |
Note 4 - Business Acquisitions (Details) - Pro Forma Consolidated Results of Operations [Line Items] | ' | ' | ' | ' |
Gross revenues | 31,420 | 25,119 | 83,715 | 69,532 |
Comprehensive income | $1,723 | $1,004 | $3,382 | $2,419 |
Basic earnings per share | $0.34 | $0.26 | $0.66 | $0.73 |
Diluted earnings per share | $0.31 | $0.24 | $0.60 | $0.67 |
Note_5_Accounts_Receivable_Net2
Note 5 - Accounts Receivable, Net (Details) - Components of Accounts Receivable, Net (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable | $29,518 | $18,042 |
Less: allowance for doubtful accounts | -1,155 | -1,320 |
Accounts receivable, net | 28,363 | 16,722 |
Billed [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable | 18,563 | 12,301 |
Unbilled [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable | 10,297 | 5,118 |
Contract Retentions [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Accounts receivable | $658 | $623 |
Note_6_Property_and_Equipment_2
Note 6 - Property and Equipment, Net (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Property, Plant and Equipment [Abstract] | ' | ' | ' | ' |
Depreciation | $140 | $139 | $420 | $404 |
Note_6_Property_and_Equipment_3
Note 6 - Property and Equipment, Net (Details) - Components of Property and Equipment, Net (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | $3,955 | $3,336 |
Accumulated depreciation | -2,296 | -2,026 |
Property and equipment – net | 1,659 | 1,310 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 248 | 224 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 1,575 | 1,013 |
Survey And Field Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 1,057 | 1,067 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | $1,075 | $1,032 |
Note_7_Goodwill_and_Intangible2
Note 7 - Goodwill and Intangible Assets (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' | ' | ' |
Amortization of Intangible Assets (in Dollars) | $392 | $1,022 | $263 | $721 |
Trade Names [Member] | Minimum [Member] | ' | ' | ' | ' |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | '1 year | ' |
Trade Names [Member] | Maximum [Member] | ' | ' | ' | ' |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | '3 years | ' |
Customer Lists [Member] | Minimum [Member] | ' | ' | ' | ' |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | '1 year | ' |
Customer Lists [Member] | Maximum [Member] | ' | ' | ' | ' |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | '9 years | ' |
Noncompete Agreements [Member] | Minimum [Member] | ' | ' | ' | ' |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ' | ' | '4 years | ' |
Noncompete Agreements [Member] | Maximum [Member] | ' | ' | ' | ' |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ' | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ' | ' | '5 years | ' |
Note_7_Goodwill_and_Intangible3
Note 7 - Goodwill and Intangible Assets (Details) - Goodwill (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Goodwill [Abstract] | ' |
Balance | $7,106 |
Acquisitions | 3,649 |
Balance | $10,755 |
Note_7_Goodwill_and_Intangible4
Note 7 - Goodwill and Intangible Assets (Details) - Intangible Assets, Net (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | $9,571 | $6,225 |
Intangible assets, accumulated amortization | -4,254 | -3,232 |
Intangible assets, net | 5,317 | 2,993 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 6,565 | 4,275 |
Intangible assets, accumulated amortization | -2,236 | -1,653 |
Intangible assets, net | 4,329 | 2,622 |
Trade Names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 1,199 | 858 |
Intangible assets, accumulated amortization | -983 | -813 |
Intangible assets, net | 216 | 45 |
Customer Backlog [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 1,169 | 885 |
Intangible assets, accumulated amortization | -879 | -720 |
Intangible assets, net | 290 | 165 |
Noncompete Agreements [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 638 | 207 |
Intangible assets, accumulated amortization | -156 | -46 |
Intangible assets, net | $482 | $161 |
Note_7_Goodwill_and_Intangible5
Note 7 - Goodwill and Intangible Assets (Details) - Estimated Future Amortization Expense of Intangible Assets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Estimated Future Amortization Expense of Intangible Assets [Abstract] | ' | ' |
2015 | $1,436 | ' |
2016 | 942 | ' |
2017 | 706 | ' |
2018 | 534 | ' |
2019 | 421 | ' |
Thereafter | 1,278 | ' |
Total | $5,317 | $2,993 |
Note_8_Accrued_Liabilities_Det
Note 8 - Accrued Liabilities (Details) - Accrued Liabilities (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Abstract] | ' | ' |
Stock payable for acquisitions | $46 | $192 |
Deferred rent | 559 | 486 |
Payroll and related taxes | 2,990 | 864 |
Professional liability reserve | 114 | 248 |
Benefits | 1,112 | 916 |
Accrued vacation | 1,218 | 1,088 |
Other | 687 | 395 |
Total | $6,726 | $4,189 |
Note_9_Notes_Payable_Details
Note 9 - Notes Payable (Details) (USD $) | 0 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||||||||||||||||
In Thousands, unless otherwise specified | Jan. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 21, 2014 | Mar. 21, 2014 | Mar. 21, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Aug. 12, 2013 | Aug. 12, 2013 | Jul. 08, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Jul. 27, 2012 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Mar. 21, 2014 | Sep. 30, 2014 | Mar. 21, 2014 | Jan. 31, 2014 | Sep. 30, 2014 | Jan. 31, 2014 | Aug. 12, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Aug. 12, 2013 | Jul. 08, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Jul. 08, 2013 | Apr. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Apr. 30, 2013 | Jul. 27, 2012 | Dec. 28, 2012 | Jul. 27, 2012 | Sep. 30, 2014 | Dec. 31, 2013 | Jul. 27, 2012 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Mar. 21, 2014 | Mar. 21, 2014 | Jan. 31, 2014 | Jan. 31, 2014 |
Future Event June 30, 2015 [Member] | Future Event June 30, 2016 [Member] | Future Event March 21, 2015 [Member] | Future Event March 21, 2017 [Member] | Future Event March 21, 2016 [Member] | Future Event January 31, 2015 [Member] | Future Event January 31, 2016 [Member] | Future Event August 12, 2014 [Member] | Future Event August 12, 2015 [Member] | Future Event December 31, 2014 [Member] | Future Event April 30, 2015 [Member] | Future Event April 30, 2016 [Member] | Future Event July 27, 2014 [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Note Payable - Former Stockholder of Nolte [Member] | Note Payable - Former Stockholder of Nolte [Member] | Note Payable - Former Stockholder of Nolte [Member] | Note Payable - Former Stockholder of Nolte [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Owner's Representative Services, Inc [Member] | AK Environmental, LLC [Member] | AK Environmental, LLC [Member] | Air Quality Consulting, Inc. [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||
Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Uncollateralized Promissory Note [Member] | Prime Rate [Member] | Prime Rate [Member] | Prime Rate [Member] | Prime Rate [Member] | Owner's Representative Services, Inc [Member] | AK Environmental, LLC [Member] | AK Environmental, LLC [Member] | AK Environmental, LLC [Member] | Air Quality Consulting, Inc. [Member] | Air Quality Consulting, Inc. [Member] | Air Quality Consulting, Inc. [Member] | Dunn Environmental, Inc. [Member] | Dunn Environmental, Inc. [Member] | Dunn Environmental, Inc. [Member] | Dunn Environmental, Inc. [Member] | Pitman-Hartenstein & Associates [Member] | Pitman-Hartenstein & Associates [Member] | Pitman-Hartenstein & Associates [Member] | Pitman-Hartenstein & Associates [Member] | Consilium Partners [Member] | Consilium Partners [Member] | Consilium Partners [Member] | Consilium Partners [Member] | Kaco [Member] | Kaco [Member] | Kaco [Member] | Kaco [Member] | Kaco [Member] | Kaco [Member] | Prime Rate [Member] | Prime Rate [Member] | Western Alliance Bank [Member] | Western Alliance Bank [Member] | ||||||||||||||
Owner's Representative Services, Inc [Member] | Owner's Representative Services, Inc [Member] | AK Environmental, LLC [Member] | AK Environmental, LLC [Member] | AK Environmental, LLC [Member] | Air Quality Consulting, Inc. [Member] | Air Quality Consulting, Inc. [Member] | Dunn Environmental, Inc. [Member] | Dunn Environmental, Inc. [Member] | Pitman-Hartenstein & Associates [Member] | Consilium Partners [Member] | Consilium Partners [Member] | Kaco [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Western Alliance Bank [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Western Alliance Bank [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Expiration Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,000 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Interest Rate During Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt to Tangible Net Worth Covenant Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' |
Debt Service Coverage Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.5 | ' | ' | ' | ' | ' |
Line of Credit Facility, Increase (Decrease), Net | -4,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of Debt Issuance Costs | ' | 26 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27 |
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% | 5.00% | ' | ' | 4.25% | 4.25% | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' | 4.00% | ' | ' | ' | 4.00% | ' | ' | ' | 2.58% | 2.58% | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Principal | ' | ' | ' | ' | 225 | 225 | 1,000 | 1,000 | 1,000 | 150 | 150 | 46 | 46 | 84 | 67 | 67 | 500 | ' | ' | 46 | ' | ' | ' | 100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable to Bank | ' | 522 | ' | 1,144 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500 | 1,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable | ' | 1,350 | ' | 1,707 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,400 | 1,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450 | ' | ' | 3,000 | ' | ' | 300 | ' | ' | ' | 92 | ' | ' | ' | 168 | ' | ' | ' | 200 | ' | ' | ' | ' | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.75% | ' | ' | 3.75% | ' |
Number of Equal Installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | 3 | ' | ' | 2 | ' | ' | 2 | ' | ' | ' | 2 | ' | ' | ' | 3 | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | 2 | 3 | ' | 2 | ' |
Long-term Debt, Percentage Bearing Variable Interest, Amount | ' | $4,477 | ' | $1,376 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $426 | ' | $3,000 | ' | ' | $288 | ' | ' | $46 | $92 | ' | ' | $84 | $84 | ' | ' | $133 | $200 | ' | ' | ' | ' | $1,000 | $500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_9_Notes_Payable_Details_N
Note 9 - Notes Payable (Details) - Notes Payable (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Notes Payable [Abstract] | ' | ' |
Term Loan | $522 | $1,144 |
Note Payable | 1,350 | 1,707 |
Uncollateralized promissory notes | 4,477 | 1,376 |
Total Debt | 6,349 | 4,227 |
(Less current maturities) | -3,058 | -1,725 |
Long-term debt, net of current maturities | $3,291 | $2,502 |
Note_9_Notes_Payable_Details_F
Note 9 - Notes Payable (Details) - Future Contractual Maturities of Long-term Debt (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Future Contractual Maturities of Long-term Debt [Abstract] | ' | ' |
2015 | $3,058 | ' |
2016 | 1,894 | ' |
2017 | 1,397 | ' |
Total | $6,349 | $4,227 |
Note_10_Stock_Repurchase_Oblig2
Note 10 - Stock Repurchase Obligation (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | Unsecured and Subordinated Note Payable [Member] | ||
Note 10 - Stock Repurchase Obligation (Details) [Line Items] | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | ' | ' | 3.25% |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | ' | ' | 4.25% |
Employee Stock Ownership Plan (ESOP), Repurchase Obligation Amount | $1,068 | $1,622 | ' |
Note_10_Stock_Repurchase_Oblig3
Note 10 - Stock Repurchase Obligation (Details) - Future Maturities of Notes (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Note 10 - Stock Repurchase Obligation (Details) - Future Maturities of Notes [Line Items] | ' | ' |
2015 | $3,058 | ' |
2016 | 1,894 | ' |
2017 | 1,397 | ' |
Total | 6,349 | 4,227 |
Stock Repurchase Plan [Member] | ' | ' |
Note 10 - Stock Repurchase Obligation (Details) - Future Maturities of Notes [Line Items] | ' | ' |
2015 | 474 | ' |
2016 | 196 | ' |
2017 | 133 | ' |
2018 | 133 | ' |
2019 | 132 | ' |
Total | $1,068 | ' |
Note_12_StockBased_Compensatio1
Note 12 - Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Restricted Stock [Member] | Equity Plan 2011 [Member] | ' | ' | ' | ' |
Note 12 - Stock-Based Compensation (Details) [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | 7,924,000 | ' | 112,724,000 | ' |
Deferred Compensation Arrangement with Individual, Allocated Share-based Compensation Expense | $76 | ' | $1,029 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $9.57 | ' | $9.12 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | '3 years | ' |
Restricted Stock [Member] | ' | ' | ' | ' |
Note 12 - Stock-Based Compensation (Details) [Line Items] | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | 187 | 121 | 534 | 237 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares) | ' | ' | 8,508 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $1,463 | ' | $1,463 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | '1 year 6 months | ' |
Equity Plan 2011 [Member] | ' | ' | ' | ' |
Note 12 - Stock-Based Compensation (Details) [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 540,459 | ' | 540,459 | ' |
Rate of Increase (Decrease) in Shares Authorized for Issuance | ' | ' | 3.50% | ' |
Note_13_Income_Taxes_Details
Note 13 - Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' | ' |
Deferred Tax Assets, Net, Current | $839,000 | ' | $839,000 | ' | $1,004,000 | ' |
Deferred Tax Assets, Net, Noncurrent | 724,000 | ' | 724,000 | ' | 724,000 | ' |
Deferred Tax Liabilities, Net, Current | ' | ' | ' | ' | 1,004,000 | ' |
Deferred Tax Liabilities, Net, Noncurrent | ' | ' | ' | ' | 724,000 | ' |
Deferred Tax Assets, Valuation Allowance | 0 | ' | 0 | ' | 0 | ' |
Effective Income Tax Rate Reconciliation, Percent | 37.30% | 18.50% | 37.00% | 24.40% | ' | ' |
Effective Income Tax Rate Reconciliation, Federal and State Income Tax Rate, Percent | ' | ' | 39.00% | 39.00% | ' | ' |
Deferred Tax Assets, Tax Credit Carryforwards, Research | ' | ' | ' | ' | ' | $700,000 |