Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 09, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | NV5 Holdings, Inc. | |
Trading Symbol | nvee | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 8,124,627 | |
Amendment Flag | false | |
Entity Central Index Key | 1,532,961 | |
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 | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 20,445 | $ 6,872 |
Accounts receivable, net of allowance for doubtful accounts of $1,824 and $845 as of September 30, 2015 and December 31, 2014, respectively | 52,924 | 27,015 |
Prepaid expenses and other current assets | 1,300 | 1,224 |
Deferred income tax assets | 1,355 | 358 |
Total current assets | 76,024 | 35,469 |
Property and equipment, net | 3,080 | 1,625 |
Intangible assets, net | 13,114 | 5,221 |
Goodwill | 22,083 | 11,142 |
Other assets | 881 | 810 |
Deferred income tax assets | 1,123 | |
Total Assets | 115,182 | 55,390 |
Current liabilities: | ||
Accounts payable | 8,471 | 5,335 |
Accrued liabilities | 10,445 | 4,763 |
Income taxes payable | 588 | 1,157 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 57 | 277 |
Client deposits | 107 | 121 |
Current portion of contingent consideration | 567 | 618 |
Current portion of stock repurchase obligation | 372 | |
Current portion of notes payable | 7,135 | 2,878 |
Total current liabilities | 27,370 | 15,521 |
Contingent consideration, less current portion | 1,119 | 323 |
Stock repurchase obligation, less current portion | 563 | |
Notes payable, less current portion | 6,592 | 3,378 |
Deferred income tax liabilities | 2,477 | |
Total liabilities | $ 37,558 | $ 19,785 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding | $ 0 | $ 0 |
Common stock, $0.01 par value; 45,000,000 shares authorized, 8,123,432 and 5,754,959 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 81 | 58 |
Additional paid-in capital | 61,793 | 25,617 |
Retained earnings | 15,750 | 9,930 |
Total stockholders’ equity | 77,624 | 35,605 |
Total liabilities and stockholders’ equity | $ 115,182 | $ 55,390 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts receivable, allowance for doubtful accounts (in Dollars) | $ 1,824 | $ 845 |
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 | 8,123,432 | 5,754,959 |
Common stock, shares outstanding | 8,123,432 | 5,754,959 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Gross revenues | $ 48,701 | $ 31,420 | $ 112,335 | $ 79,642 |
Direct costs: | ||||
Salaries and wages | 16,856 | 11,458 | 39,122 | 26,970 |
Sub-consultant services | 6,859 | 4,128 | 15,306 | 11,138 |
Other direct costs | 3,455 | 3,116 | 8,120 | 7,517 |
Total direct costs | 27,170 | 18,702 | 62,548 | 45,625 |
Gross Profit | 21,531 | 12,718 | 49,787 | 34,017 |
Operating Expenses: | ||||
Salaries and wages, payroll taxes and benefits | 10,549 | 6,349 | 25,258 | 17,672 |
General and administrative | 3,422 | 2,283 | 9,162 | 6,761 |
Facilities and facilities related | 1,565 | 715 | 3,429 | 2,394 |
Depreciation and amortization | 1,048 | 532 | 2,446 | 1,442 |
Total operating expenses | 16,584 | 9,879 | 40,295 | 28,269 |
Income from operations | 4,947 | 2,839 | 9,492 | 5,748 |
Other expense: | ||||
Interest expense | (78) | (90) | (180) | (219) |
Total other expense | (78) | (90) | (180) | (219) |
Income before income tax expense | 4,869 | 2,749 | 9,312 | 5,529 |
Income tax expense | (1,867) | (1,026) | (3,492) | (2,044) |
Net income and comprehensive income | $ 3,002 | $ 1,723 | $ 5,820 | $ 3,485 |
Earnings per share: | ||||
Basic (in Dollars per share) | $ 0.40 | $ 0.34 | $ 0.90 | $ 0.69 |
Diluted (in Dollars per share) | $ 0.38 | $ 0.31 | $ 0.84 | $ 0.63 |
Weighted average common shares outstanding: | ||||
Basic (in Shares) | 7,516,063 | 5,129,161 | 6,454,158 | 5,086,711 |
Diluted (in Shares) | 7,943,131 | 5,624,702 | 6,945,274 | 5,543,599 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, January 1, 2015 at Dec. 31, 2014 | $ 58 | $ 25,617 | $ 9,930 | $ 35,605 |
Balance, January 1, 2015 (in Shares) at Dec. 31, 2014 | 5,754,959 | |||
Stock based compensation | 1,229 | 1,229 | ||
Restricted stock issuance, net (in Shares) | 215,340 | |||
Restricted stock issuance, net | $ 2 | (2) | ||
Proceeds from secondary offering, net of costs | $ 16 | 29,403 | 29,419 | |
Proceeds from secondary offering, net of costs (in Shares) | 1,644,500 | |||
Proceeds from exercise of warrants, net of costs | $ 4 | 2,965 | 2,969 | |
Proceeds from exercise of warrants, net of costs (in Shares) | 408,412 | |||
Stock issuance for acquisitions | $ 1 | 945 | 946 | |
Stock issuance for acquisitions (in Shares) | 91,923 | |||
Payment of contingent consideration with common stock | 100 | 100 | ||
Payment of contingent consideration with common stock (in Shares) | 8,298 | |||
Tax benefit from stock based compensaiton | 1,536 | 1,536 | ||
Net income | 5,820 | 5,820 | ||
Balance, September 30, 2015 at Sep. 30, 2015 | $ 81 | $ 61,793 | $ 15,750 | $ 77,624 |
Balance, September 30, 2015 (in Shares) at Sep. 30, 2015 | 8,123,432 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows From Operating Activities: | ||
Net income | $ 5,820 | $ 3,485 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 2,446 | 1,442 |
Provision for doubtful accounts | 263 | 153 |
Stock compensation | 1,229 | 534 |
Change in fair value of contingent consideration | 72 | 40 |
Loss on disposal of leasehold improvements | 61 | |
Excess tax benefit from stock based compensation | (1,536) | |
Deferred income taxes | 383 | 165 |
Changes in operating assets and liabilities, net of impact of acquisitions: | ||
Accounts receivable | (10,122) | (9,503) |
Prepaid expenses and other assets | 427 | (490) |
Accounts payable | (2,016) | 1,244 |
Accrued liabilities | 1,933 | 2,349 |
Income taxes payable | 967 | (258) |
Billings in excess of costs and estimated earnings on uncompleted contracts | (221) | (79) |
Client deposits | (13) | (22) |
Net cash used in operating activities | (368) | (879) |
Cash Flows From Investing Activities: | ||
Cash paid for acquisitions, net of cash acquired | (10,427) | (4,150) |
Purchase of property and equipment | (428) | (723) |
Net cash used in investing activities | (10,855) | (4,873) |
Cash Flows From Financing Activities: | ||
Proceeds from secondary offering | 32,068 | |
Payments of secondary offering costs | (2,649) | |
Payments on note payable | (7,660) | (1,592) |
Payments of contingent consideration | (533) | (233) |
Excess tax benefit from stock based compensation | 1,536 | |
Payments of debt issuance costs | (26) | |
Proceeds from exercise of warrants | 3,186 | 4 |
Payment of warrants exercise costs | (217) | |
Payments on stock repurchase obligation | (935) | (554) |
Net cash provided by (used in) financing activities | 24,796 | (2,401) |
Net increase (decrease) in Cash and Cash Equivalents | 13,573 | (8,153) |
Cash and cash equivalents – beginning of period | 6,872 | 13,868 |
Cash and cash equivalents – end of period | 20,445 | 5,715 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 164 | 161 |
Cash paid for income taxes | 2,114 | 1,867 |
Non-cash investing and financing activities: | ||
Contingent consideration (earn-out) | 1,307 | 286 |
Notes and stock payable for acquisitions | 9,250 | 3,710 |
Stock issuance for acquisitions | 946 | 865 |
Payment of contingent consideration with common stock | $ 100 | 100 |
Landlord-funded leasehold improvements | $ 137 |
Note 1 - Organization and Natur
Note 1 - Organization and Nature of Business Operations | 9 Months Ended |
Sep. 30, 2015 | |
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 42 locations in Arizona, California, Colorado, Connecticut, Florida, Massachusetts, Maryland, New Jersey, New Mexico, New York, Ohio, Pennsylvania, Utah, Washington and Wyoming. The Company’s clients include the U.S. federal, state and local governments, and the private sector. NV5 Global, Inc. (formerly known as NV5, Inc.)(“NV5 Global”) was incorporated as a Delaware corporation in 2009. NV5, Inc. (formerly known as Nolte Associates, Inc.) (“NV5”), which began operations in 1949, was incorporated as a California corporation in 1957 and was acquired by NV5 Global in 2010. In March 2010, NV5 Global acquired the construction quality assurance operations of Bureau Veritas North America, Inc. 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 NV5, NV5 Global and the Company's other subsidiaries conduct business. 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. Equity Transactions Secondary offering On May 22, 2015, the Company priced a secondary offering of 1,430,000 shares of the Company’s common stock. Each share was sold at an offering price of $19.50 per share. The shares sold were registered under the Securities Act of 1933, as amended (the “Securities Act”), on an effective registration statement on Form S-3 and an effective registration statement filed with the SEC on Form S-3MEF (Registration Nos. 333-198113 and 333-204362) pursuant to Rule 462(b) under the Securities Act. On May 28, 2015, the underwriters of the offering exercised their option to purchase up to an additional 214,500 shares, solely to cover over-allotments. The closing of the offering occurred, and was recorded, on May 28, 2015, upon which we received net proceeds of approximately $29,400 after deducting the underwriting discount and estimated offering expenses payable by the Company and issued 1,644,500 shares. Warrant exercise On January 5, 2015, in accordance with the amended and restated warrant agreements, the Company notified the holders of its outstanding public warrants that the Company had called its warrants for redemption. Each public warrant entitled the holder to purchase one share of the Company’s common stock at an exercise price of $7.80 per share. The public warrant holders had until February 4, 2015 to exercise their public warrants at $7.80 per share. The redemption resulted in 408,412, or approximately 99%, of the Company’s outstanding public warrants being exercised prior to the expiration time and generated cash proceeds of approximately $3,200. The remaining 4,002 public warrants that were not exercised by the expiration time were cancelled and redeemed for the sum of $0.01 per public warrant. In connection with the redemption of all outstanding public warrants, the trading of the Company’s public warrants was suspended and the warrants were delisted from NASDAQ. Acquisitions On July 1, 2015, the Company acquired all of the outstanding equity interests of the RBA Group, Inc. (“RBA”), a New Jersey based infrastructure engineering firm focused on the provision of transportation engineering, planning, and construction inspection, environmental engineering, civil engineering, surveying, and architecture services to public and private clients throughout the East Coast for a purchase price of up to $13,000 consisting of cash, notes and a non-interest bearing earn-out subject to the achievement of certain agreed upon financial metrics for the years ended 2016 and 2017 (see Note 4). On June 24, 2015, the Company acquired certain assets of Allwyn Priorities, LLC. (“Allwyn”), an environmental services firm based in Phoenix, AZ, that specializes in environmental assessment, radon mitigation, NEPA planning and permitting, NQA-1 compliance, geotechnical engineering, construction materials testing and inspection, and water resources projects, for a purchase price of up to $1,300, consisting of cash and notes (see Note 4). On April 22, 2015, the Company acquired all of the outstanding equity interests of Richard J. Mendoza, Inc. (“Mendoza”), a program management firm based in San Francisco, CA, that specializes in the provision of construction program consulting services to public and private clients in the transportation and clean water/wastewater industries, for a purchase price of up to $4,000, consisting of cash and notes (see Note 4). On January 30, 2015, the Company acquired all of the outstanding equity interests of Joslin, Lesser & Associates, Inc., a Massachusetts corporation These acquisitions expanded the Company’s infrastructure, environmental and project management services and allow NV5 Holdings to offer these services on a broader scale within its existing network. In addition, these 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, 2015 | |
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 of America (“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, 2014. The accompanying consolidated balance sheet as of December 31, 2014 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 2015 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 43% and 45% of the Company’s gross revenues for each of the nine months ended September 30, 2015 and 2014, respectively, are from California-based projects. Furthermore, approximately 54% and 38% of the Company’s accounts receivable as of September 30, 2015 and December 31, 2014, respectively, 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, 2015 and December 31, 2014, the carrying amount of each financial instrument, with the exception of 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 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 discounted cash flow approach as a valuation technique to determine the fair value of the contingent consideration on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are projections over the earn-out period, and the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and amount paid will be recorded in earnings. 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 on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. See Note 7 for further information on goodwill and identified intangibles. Earnings per Share Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. In accordance with the FASB ASC 260, Earnings per Share The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2015 and 2014: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 Numerator: Net income – basic and diluted $ 3,002 $ 1,722 $ 5,820 $ 3,485 Denominator: Basic weighted average shares outstanding 7,516,063 5,129,161 6,454,158 5,086,711 Effect of dilutive non-vested restricted shares and units 314,930 330,092 379,429 316,417 Effect of issuable shares related to acquisitions 18,205 28,064 11,723 34,584 Effect of warrants 93,933 137,385 99,964 105,887 Diluted weighted average shares outstanding 7,943,131 5,624,702 6,945,274 5,543,599 |
Note 3 - Recent Accounting Pron
Note 3 - Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
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 April 2015, the FASB issued ASU No. 2015-03 "Interest-Imputation of Interest," “ Interest - Imputation of Interest (Subtopic 835-30) ” In May 2014, the FASB issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers. |
Note 4 - Business Acquisitions
Note 4 - Business Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 4 – Business Acquisitions On July 1, 2015, the Company acquired all of the outstanding equity interests of the RBA Group, Inc. (“RBA”), a New Jersey based infrastructure engineering firm focused on the provision of transportation engineering, planning, and construction inspection, environmental engineering, civil engineering, surveying, and architecture services to public and private clients throughout the East Coast. The purchase price of up to $13,000 included $8,000 in cash, less $1,900 held back to cover liabilities associated with RBA’s deferred compensation plan which was paid to the RBA stockholders in July 2015, $4,000 promissory notes (bearing interest at the rate of 3.0% per annum), payable in four installments of $1,000, due on the first, second, third and fourth anniversaries of July 1, 2015, the effective date of the acquisition (see Note 9). The purchase price also included a non-interest bearing earn-out of up to $1,000 payable in cash or the Company’s common stock, subject to the achievement of certain agreed upon financial metrics for the years ended 2016 and 2017. The earn-out of $1,000 is non-interest bearing and was recorded at its estimated fair value of $406, based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date. As of September 30, 2015, the fair value of this contingent consideration is approximately $406. Furthermore, at closing the Company assumed and paid off approximately $4,000 of RBA’s indebtedness. On June 24, 2015, the Company acquired certain assets of Allwyn Priorities, LLC. (“Allwyn”), an environmental services firm based in Phoenix, AZ, that specializes in environmental assessment, radon mitigation, NEPA planning and permitting, NQA-1 compliance, geotechnical engineering, construction materials testing and inspection, and water resources projects. The purchase price of up to $1,300 included up to $800 in cash and a $500 promissory note (bearing interest at 3.5%), payable in three installments of $167, due on the first, second and third anniversaries of June 24, 2015, the effective date of the acquisition (see Note 9). On April 22, 2015, the Company acquired all of the outstanding equity interests of Richard J. Mendoza, Inc., (“Mendoza”), a San Francisco based program management firm, with seven offices throughout California, that specializes in the provision of construction program consulting services to public and private clients in the transportation and clean water/wastewater industries. The purchase price of up to $4,000 included up to $500 in cash, a $3,000 short-term promissory note, based on the collection of acquired accounts receivable and work in process, payable within one year, and a $500 promissory note (bearing interest at 3%), payable in two installments of $250, due on the first and second anniversaries of April 22, 2015, the effective date of the acquisition (see Note 9). On January 30, 2015, the Company acquired all of the outstanding equity interests of Joslin, Lesser & Associates, Inc., a Massachusetts corporation acquisition (see Note 9), and $1,000 of the Company’s common stock (89,968 shares) as of the closing date of the acquisition. The purchase price also included a non-interest bearing earn-out of up to $1,000 payable in cash, notes and the Company’s common stock, subject to the achievement of certain agreed upon metrics for calendar year 2015. The earn-out of $1,000 is non-interest bearing and was recorded at its estimated fair value of $901, based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date. As of September 30, 2015, the fair value of this contingent consideration is approximately $950. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for the RBA, JLA and Mendoza acquisitions, the Company engaged a third party independent valuation specialist. During the nine and three months ended September 30, 2015, the Company recorded a deferred tax liability of approximately $3,150 and $1,751 in conjunction with the purchase price allocation of JLA and RBA as a result of the intangibles acquired in the acquisition. The third party independent valuation specialist completed a preliminary purchase price allocation for the RBA acquisition based on historical inputs and data as of September 30, 2015; however as of the date of this report, the valuation was not complete. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of property and equipment acquired; (ii) finalization of the valuations and useful lives for intangible assets; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of deferred tax balances. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The Company expects to finalize the purchase price allocation with respect to this transaction by December 31, 2015. On January 31, 2014, the Company acquired certain assets of AQC located in Tampa, Florida, which specializes in occupational health, safety and environmental consulting. The purchase price of up to $815 consisted of $250 in cash, a $300 non-interest bearing promissory note and $150 of the Company’s common stock (18,739 shares) as of the closing date. The purchase price also included a non-interest bearing earn-out of $115 payable in cash, subject to the achievement of a certain agreed upon metric for calendar year 2014, and was payable on April 1, 2015. The earn-out was recorded at an estimated fair value of $54, based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date. AQC did not meet the agreed upon metric and as of December 31, 2014, the estimated fair value of this contingent consideration was $0. The purchase price included a $300 uncollateralized non-interest bearing promissory note, with an imputed interest rate of 3.75%. The note is payable in two equal payments of $150 due on the first and second anniversaries of January 31, 2014, the effective date of the acquisition (see Note 9). The carrying value of this note was approximately $150 and $294 as of September 30, 2015 and December 31, 2014, respectively. On March 21, 2014, the Company acquired all of the outstanding equity interests of NV5, LLC (formerly known as AK Environmental, LLC), a natural gas pipeline inspection, construction management and environmental consulting firm, primarily servicing the Northeast, Mid-Atlantic and Southeast United States. The purchase price of $7,000 included $3,500 in cash, a $3,000 promissory note (bearing interest at 3.0%), payable in three installments of $1,000 due on the first, second and third anniversaries of March 21, 2014, the effective date of the acquisition (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 or the Company’s common stock, subject to the achievement of certain agreed upon metric for calendar year 2014, which was paid in cash in April 2015. The purchase price also included a $450 uncollateralized non-interest bearing promissory note, with an imputed interest rate of 3.75%. This note is payable in two equal payments of $225 due on the first and second anniversaries of June 30, 2014, the effective date of the acquisition (see Note 9). The carrying value of this note was approximately $221 and $434 as of September 30, 2015 and December 31, 2014, respectively. On November 3, 2014, the Company acquired certain assets of the Buric Companies. The Buric Companies are based in Cleveland, Ohio with a total of 15 engineering and construction management professionals. The Buric Companies provide program management and construction claims consulting services, as well as building information modeling, critical path scheduling, surety consulting, and litigation support. The purchase price was $1,000 consisting of $500 cash, a $300 uncollateralized 3% interest bearing promissory note which is payable in three equal payments of $100 each, due on the first, second and third anniversaries of the closing date of November 3, 2014, and $200 of the Company’s common stock (21,978 shares). The 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, 2015, the Company recorded a change in fair value of $20 and $72, 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 date for acquisitions closed during 2015 and 2014: September 30, December 31, 2015 2014 Cash $ 1,033 $ - Accounts receivable 16,050 2,567 Property and equipment 793 116 Prepaid expenses 469 41 Other assets 106 7 Intangible assets: Customer relationships 5,833 2,505 Trade name 1,035 369 Customer backlog 1,510 315 Non-compete 613 466 Favorable lease 778 - Total Assets 28,220 6,386 Liabilities (13,943 ) (576 ) Deferred tax liabilities (2,220 ) - Net assets acquired 12,057 5,810 Consideration paid (Cash, Notes and stock) 21,691 9,560 Contingent earn-out liability (Cash and stock) 1,307 286 Total Consideration 22,998 9,846 Excess consideration over the amounts assigned to the net assets acquired (Goodwill) $ 10,941 $ 4,036 Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from this acquisition. Goodwill of approximately $2,640 is expected to be deductible for income tax purposes. The consolidated financial statements of the Company for the three and nine months ended September 30, 2015 include the results of operations from the businesses acquired during 2015 as of their respective dates of acquisition to September 30, 2015. For the three and nine months ended September 30, 2015, the results include gross revenues of $16,504 and $22,630, respectively, and pre-tax income of $2,147 and $3,659, respectively, from the businesses acquired during 2015. Included in general and administrative expense for the three and nine months ended September 30, 2015 is $327 and $716, 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, 2015 as if the NV5, LLC, JLA and RBA acquisitions had occurred as of January 1, 2014. The pro forma information provided below is compiled from the financial statements of the combined companies and includes pro forma adjustments for amortization expense, reduction in certain agreed on expenses, interest expense and the income tax impact of these adjustments. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the NV5, LLC, JLA and RBA operations actually been acquired on January 1, 2014; or (ii) future results of operations: For the three months ended For the Nine months ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 Gross revenues $ 48,701 $ 43,340 $ 130,872 $ 119,482 Comprehensive income $ 3,002 $ 2,592 $ 5,601 $ 5,348 Basic earnings per share $ 0.43 $ 0.49 $ 0.87 $ 1.02 Diluted earnings per share $ 0.41 $ 0.45 $ 0.81 $ 0.94 The Company determined that neither the Mendoza, Allwyn, AQC, ORSI, or Buric acquisitions constitute significant business combinations individually or in the aggregate. Therefore, pro forma financial statements are not required to be disclosed. |
Note 5 - Accounts Receivable, N
Note 5 - Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 2014 Billed $ 37,507 $ 18,897 Unbilled 16,452 8,336 Contract retentions 789 627 54,748 27,860 Less: allowance for doubtful accounts (1,824 ) (845 ) Accounts receivable, net $ 52,924 $ 27,015 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, 2015 | |
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, 2015 2014 Office furniture and equipment $ 431 $ 341 Computer equipment 3,036 1,571 Survey and field equipment 1,220 1,027 Leasehold improvements 1,137 1,096 5,824 4,035 Accumulated depreciation (2,744 ) (2,410 ) Property and equipment – net $ 3,080 $ 1,625 Depreciation expense was $257 and $140 for the three months ended September 30, 2015 and 2014, respectively and $569 and $420 for the nine months ended September 30, 2015 and 2014, respectively. |
Note 7 - Goodwill and Intangibl
Note 7 - Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 7 – Goodwill and Intangible Assets Goodwill On August 1, 2015, 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, 2015. There were no indicators, events or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2015 through September 30, 2015. The table set forth below shows the change in goodwill during the nine months ended September 30, 2015: September 30, 2015 Balance as of the beginning of the year $ 11,142 Acquisitions 10,941 Balance as of the end of the period $ 22,083 Intangible Assets Intangible assets, net, as of September 30, 2015 and December 31, 2014 consist of the following: September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships $ 12,614 $ (3,302 ) $ 9,312 $ 6,780 $ (2,449 ) $ 4,331 Trade name 2,262 (1,460 ) 802 1,227 (1,048 ) 179 Customer backlog 2,709 (1,301 ) 1,408 1,200 (952 ) 248 Favorable lease 778 (22 ) 756 - - - Non-compete 1,286 (450 ) 836 672 (209 ) 463 Total $ 19,649 $ (6,535 ) $ 13,114 $ 9,879 $ (4,658 ) $ 5,221 Trade names are amortized on a straight-line basis over their estimated lives ranging from 1 to 3 years. Customer backlog and customer relationships are amortized based on the future expected revenues, with weighted average amortization periods ranging from 1 to 9 years. Non-compete agreements are amortized on a straight-line basis over their contractual lives ranging from 4 to 5 years. Favorable lease is amortized on a straight-line basis over the remaining lease term of 9 years. Amortization expense was $791 and $392 for the three months ended September 30, 2015 and 2014, respectively and $1,877 and $1,022 for the nine months ended September 30, 2015 and 2014. As of September 30, 2015, the future estimated aggregate amortization related to intangible assets is as follows: Period ending September 30, 2016 $ 2,715 2017 2,084 2018 1,617 2019 1,476 2020 1,268 Thereafter 3,954 Total $ 13,114 |
Note 8 - Accrued Liabilities
Note 8 - Accrued Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Accrued Liabilities Disclosure [Abstract] | |
Accrued Liabilities Disclosure [Text Block] | Note 8 – Accrued Liabilities Accrued liabilities consist of the following: September 30, December 31, 2015 2014 Stock payable for acquisitions $ - $ 46 Deferred rent 605 530 Payroll and related taxes 2,304 1,507 Professional liability reserve 206 136 Benefits 1,191 123 Accrued vacation 3,391 1,386 Other 2,748 1,035 Total $ 10,445 $ 4,763 |
Note 9 - Notes Payable
Note 9 - Notes Payable | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 9 – Notes Payable Notes payable consists of the following: September 30, December 31, 2015 2014 Term Loan $ - $ 318 Note Payable 874 1,231 Uncollateralized promissory notes 12,853 4,707 Total Debt 13,727 6,256 (Less current maturities) (7,135 ) (2,878 ) Long-term debt, net of current maturities $ 6,592 $ 3,378 Credit Facility On January 31, 2014, the Company entered into a Business Loan Agreement with Western Alliance Bank, an Arizona corporation (“Western Alliance”), as lender, which was amended on September 3, 2014 and provides for a two-year, $8,000 revolving credit facility (the “Credit Facility”). The interest rate is prime rate plus 0.50%, with a minimum of 3.75%, which was the interest rate as of September 30, 2015. The Credit Facility contains a cross default and cross collateralization provision with the Term Loan described below. The Credit Facility contains certain financial covenants, including an annual maximum debt to tangible net worth ratio of 3.0:1.0 as of December 31, 2014 and for each annual period ending on the last day of each fiscal year thereafter. In addition, the Credit Facility contains an annual minimum debt service coverage ratio equal to 1.5:1.0 for each annual period ending on the last day of the fiscal year beginning December 31, 2013. The Credit Facility also contains financial reporting covenant provisions and other covenants, representations, warranties, indemnities, and events of default that are customary for facilities of this type. The Credit Facility is guaranteed by (i) NV5 Global, (ii) NV5, (iii) NV5, LLC, (iv) JLA, and (v) RBA Group, Inc. As of September 30, 2015 and December 31, 2014, the Company is in compliance with the financial and reporting covenants. The Credit Facility is secured by a first priority lien on substantially all of the assets of NV5 Holdings Inc., NV5 Global and NV5. On July 20, 2015, we amended the Credit Facility to add additional subsidiary guarantors, establish a within-line facility of up to $1,000 for the issuance of standby letters of credit and extend the maturity date of the Credit Facility to May 31, 2016 from January 31, 2016. As of September 30, 2015 and December 31, 2014, the outstanding balance on the Credit Facility was $0. Term Loan The Company had a note payable to Western Alliance, which was paid and matured on February 1, 2015 (the “Term Loan”). As of September 30, 2015 and December 31, 2014, the outstanding balance on the Term Loan was approximately $0 and $318, 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, 2015 and December 31, 2014, the actual interest rate was 4.25%. Under the terms of the Nolte Note, as amended, the Company pays quarterly principal installments of approximately $100 plus interest. The Nolte Note is unsecured and is subordinated to the Term Loan, although the Company is permitted to make periodic principal and interest payments. As of September 30, 2015 and December 31, 2014, the outstanding balance on the Nolte Note was approximately $874 and $1,231, respectively. Uncollateralized Promissory Notes On July 1, 2015, the Company acquired all of the outstanding equity interests of RBA. The purchase price included $4,000 promissory notes bearing interest at 3.0% (the “RBA Note”) payable in four equal payments of $1,000 each due on the first, second, third, and fourth anniversaries of July 1, 2015, the effective date of the acquisition. The outstanding balance of the RBA Note was $4,000 as of September 30, 2015. On June 24, 2015, the Company acquired certain assets of Allwyn. The purchase price included a $500 promissory note bearing interest at 3.5% (the “Allwyn Note”) that is payable in three equal payments of $167 each due on the first, second and third anniversaries of June 24, 2015, the effective date of the acquisition. The outstanding balance of the Allwyn Note was $500 as of September 30, 2015. On April 22, 2015, the Company acquired all of the outstanding equity interests of Mendoza. The purchase price included a $3,000 short-term promissory note, based on the collection of acquired accounts receivable and work in process, payable within one year, and a $500 promissory note bearing interest at 3% (the “Mendoza Note”) that is payable in two equal payments of $250 each due on the first and second anniversaries of April 22, 2015, the effective date of the acquisition. The outstanding balance of the short-term promissory note was $3,000 and of the Mendoza Note was $500, as of September 30, 2015. On January 30, 2015, the Company acquired all of the outstanding equity interests of JLA. The purchase price included a $1,250 promissory note bearing interest at 3.5% (the “JLA Note”) that is payable in four equal payments of $313 each due on the first, second, third, and fourth anniversaries of January 30, 2015, the effective date of the acquisition. The outstanding balance of the JLA Note was $1,250 as of September 30, 2015. On November 3, 2014, the Company acquired certain assets of the Buric Companies. The purchase price included an uncollateralized, 3% interest bearing promissory note in the aggregate principal amount of $300 (the “Buric Note”). The note is payable in three equal payments of $100 due on the first, second and third anniversaries of November 3, 2014, the effective date of the acquisition. The carrying value of the Buric Note was approximately $300 as of September 30, 2015 and December 31, 2014. On June 30, 2014, the Company acquired certain assets of ORSI. The purchase price included an uncollateralized non-interest bearing promissory note in the aggregate principal amount of $450 (the “ORSI Note”) for which the Company has imputed interest at a rate of 3.75%. This note is payable in two equal payments of $225 due on the first and second anniversaries of June 30, 2014, the effective date of the acquisition. The carrying value of the ORSI Note was approximately $221 and $434 as of September 30, 2015 and December 31, 2014, respectively. On March 21, 2014, the Company acquired all of the outstanding equity interests of NV5, LLC. The purchase price included a $3,000 promissory note bearing interest at 3.0% (the “AK Note”) that is payable in three equal payments of $1,000 each due on the first, second and third anniversaries of March 21, 2014, the effective date of the acquisition. The outstanding balance of the AK Note was $2,000 and $3,000 as of September 30, 2015 and December 31, 2014, respectively. On January 31, 2014, the Company acquired certain assets of AQC. The purchase price included an uncollateralized non-interest bearing promissory note in the aggregate principal amount of $300 (the “AQC Note”) for which the Company has imputed interest at a rate of 3.75%. This note is payable in two equal payments of $150 each, due on the first and second anniversaries of January 31, 2014, the effective date of the acquisition. As of September 30, 2015 and December 31, 2014, the carrying value of the AQC Note was approximately $150 and $294, respectively. On August 12, 2013, the Company acquired certain assets and assumed certain liabilities of Dunn Environmental, Inc. The purchase price consisted of an uncollateralized promissory note in the aggregate principal amount of approximately $92, bearing interest at 4.0%, payable in two equal payments of approximately $46 each due on the first and second anniversaries of August 12, 2013, the effective date of the acquisition. The outstanding balance of this note was $0 and $46 as of September 30, 2015 and December 31, 2014, respectively. On April 30, 2013, the Company acquired certain assets and assumed certain liabilities of Consilium Partners. The purchase price included an uncollateralized promissory note in the aggregate principal amount of $200, bearing interest at 4.0%, payable in three equal payments of approximately $67 each, and due on the first, second and third anniversaries of April 30, 2013, the effective date of the acquisition. The outstanding balance of this note was approximately $67 and $133, as of September 30, 2015 and December 31, 2014, respectively. On July 27, 2012, the Company acquired certain assets and assumed certain liabilities of Kaderabek Company (“Kaco”). The purchase price included a note in the aggregate principal amount of $2,000 (the “Kaco Note”), bearing interest at 3.0% for the first year and 200 basis points over the one-year LIBOR for the years thereafter, which is payable as follows: $500 due by (and paid on) December 28, 2012 and three equal payments of $500 each due on the first, second and third anniversaries of July 27, 2012, the effective date of the acquisition. As of September 30, 2015 and 2014, the actual interest rate was 2.58%. The outstanding balance of the Kaco Note was $0 and $500 as of September 30, 2015 and December 31, 2014, respectively. Future contractual maturities of long-term debt as of September 30, 2015, are as follows: Period ending September 30, 2016 $ 7,135 2017 3,701 2018 1,579 2019 1,312 Total $ 13,727 |
Note 10 - Stock Repurchase Obli
Note 10 - Stock Repurchase Obligation | 9 Months Ended |
Sep. 30, 2015 | |
Stock Repurchase Obligation [Abstract] | |
Stock Repurchase Obligation [Text Block] | Note 10 – Stock Repurchase Obligation The stock repurchase obligation at September 30, 2015 and December 31, 2014 represented notes payable for the repurchase of common stock of certain former non-controlling interests in NV5. These notes were unsecured and subordinated to bank debt and the maintenance of related debt covenants, and bear interest from 3.25% to 4.25%. The rates adjusted annually based on the prime rate. The notes required quarterly interest and principal payments through their maturity dates. During the third quarter of 2015, the Company opted to pay the remaining principal and accrued interest related to these obligations. The outstanding balance of the stock repurchase obligation was $0 and $935 as of September 30, 2015 and December 31, 2014, respectively. |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
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 - Stock-Based Compensat
Note 12 - Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015, 520,774 shares of common stock are authorized and reserved for issuance under the 2011 Equity Plan. This reserve automatically increases on each January 1 from 2014 through 2023, by an amount equal to the smaller of (i) 3.5% of the number of shares issued and outstanding on the immediately preceding December 31, or (ii) an amount determined by the Company’s Board of Directors. The restricted shares of common stock granted generally provide for service-based vesting after two to four years following the grant date. A summary of the changes in unvested shares of the restricted stock during the nine months ended September 30, 2015 is presented below. Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units Weighted Average Grant Date Fair Value Unvested shares as of January 1, 2015 622,412 $ 4.53 Granted 222,383 $ 17.34 Vested (406,923 ) $ 2.41 Forfeited (8,251 ) $ 10.70 Unvested shares as of September 30, 2015 429,621 $ 13.06 Share-based compensation expense relating to restricted stock awards during the three months ended September 30, 2015 and 2014 was $563 and $187, respectively, and for the nine months ended September 30, 2015 and 2014 was $1,229 and $534, respectively. Approximately $3,967 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 2.5 years, is unrecognized at September 30, 2015. |
Note 13 - Income Taxes
Note 13 - Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 13 – Income Taxes As of September 30, 2015, the Company had net current deferred income tax assets of $1,355 and non-current deferred tax liabilities of $2,477. As of December 31, 2014, the Company had net current and net non-current deferred income tax assets of $358 and $1,123, respectively. No valuation allowance against the Company’s net deferred income tax assets is needed as of September 30, 2015 or December 31, 2014. Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where the Company has a future obligation for tax purposes. During the nine and three months ended September 30, 2015, the Company recorded a deferred tax liability of approximately $3,150 and $1,751 in conjunction with the purchase price allocation of JLA and RBA as a result of the intangibles acquired in the acquisition. The Company’s consolidated effective income tax rate was 38.3% and 37.5% for the three and nine months ended September 30, 2015. The difference between the effective income tax rate and the combined statutory federal and state income tax rate of approximately 39.0% is principally due to the federal domestic production activities deduction. The effective income tax rate for the three and nine months ended September 30, 2014 was 37.3% and 37.0%. The difference between the effective tax rate and the combined statutory federal and state income tax rate of 39.0% was principally due to the domestic production activities deduction. In 2011, the California Franchise Tax Board (“CFTB”) initiated an examination of the state of California tax filings and raised questions about certain research and development tax credits generated and included on the tax returns of an acquired company for the years 2005 to 2009. The Company has been responding to inquiries generated by the CFTB regarding their agreed upon sample of contracts. During the fourth quarter of 2014, the Company received in writing some correspondence from the CFTB on this matter. There has been no final determination from the CFTB as to their acceptance of the filed tax credit. An extension was executed in March 2015, which extended the statute of limitations through September 2016 on the exam period. The Company has concluded it would be appropriate to maintain a reserve of $550 at September 30, 2015. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
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 of America (“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, 2014. The accompanying consolidated balance sheet as of December 31, 2014 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 2015 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 43% and 45% of the Company’s gross revenues for each of the nine months ended September 30, 2015 and 2014, respectively, are from California-based projects. Furthermore, approximately 54% and 38% of the Company’s accounts receivable as of September 30, 2015 and December 31, 2014, respectively, 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, 2015 and December 31, 2014, the carrying amount of each financial instrument, with the exception of 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 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 discounted cash flow approach as a valuation technique to determine the fair value of the contingent consideration on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are projections over the earn-out period, and the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and amount paid will be recorded in earnings. |
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 on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. See Note 7 for further information on goodwill and identified intangibles. |
Earnings Per Share, 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 following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2015 and 2014: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 Numerator: Net income – basic and diluted $ 3,002 $ 1,722 $ 5,820 $ 3,485 Denominator: Basic weighted average shares outstanding 7,516,063 5,129,161 6,454,158 5,086,711 Effect of dilutive non-vested restricted shares and units 314,930 330,092 379,429 316,417 Effect of issuable shares related to acquisitions 18,205 28,064 11,723 34,584 Effect of warrants 93,933 137,385 99,964 105,887 Diluted weighted average shares outstanding 7,943,131 5,624,702 6,945,274 5,543,599 |
Note 2 - Summary of Significa21
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 2014 2015 2014 Numerator: Net income – basic and diluted $ 3,002 $ 1,722 $ 5,820 $ 3,485 Denominator: Basic weighted average shares outstanding 7,516,063 5,129,161 6,454,158 5,086,711 Effect of dilutive non-vested restricted shares and units 314,930 330,092 379,429 316,417 Effect of issuable shares related to acquisitions 18,205 28,064 11,723 34,584 Effect of warrants 93,933 137,385 99,964 105,887 Diluted weighted average shares outstanding 7,943,131 5,624,702 6,945,274 5,543,599 |
Note 4 - Business Acquisitions
Note 4 - Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | September 30, December 31, 2015 2014 Cash $ 1,033 $ - Accounts receivable 16,050 2,567 Property and equipment 793 116 Prepaid expenses 469 41 Other assets 106 7 Intangible assets: Customer relationships 5,833 2,505 Trade name 1,035 369 Customer backlog 1,510 315 Non-compete 613 466 Favorable lease 778 - Total Assets 28,220 6,386 Liabilities (13,943 ) (576 ) Deferred tax liabilities (2,220 ) - Net assets acquired 12,057 5,810 Consideration paid (Cash, Notes and stock) 21,691 9,560 Contingent earn-out liability (Cash and stock) 1,307 286 Total Consideration 22,998 9,846 Excess consideration over the amounts assigned to the net assets acquired (Goodwill) $ 10,941 $ 4,036 |
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, 2015 2014 2015 2014 Gross revenues $ 48,701 $ 43,340 $ 130,872 $ 119,482 Comprehensive income $ 3,002 $ 2,592 $ 5,601 $ 5,348 Basic earnings per share $ 0.43 $ 0.49 $ 0.87 $ 1.02 Diluted earnings per share $ 0.41 $ 0.45 $ 0.81 $ 0.94 |
Note 5 - Accounts Receivable,23
Note 5 - Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | September 30, December 31, 2015 2014 Billed $ 37,507 $ 18,897 Unbilled 16,452 8,336 Contract retentions 789 627 54,748 27,860 Less: allowance for doubtful accounts (1,824 ) (845 ) Accounts receivable, net $ 52,924 $ 27,015 |
Note 6 - Property and Equipme24
Note 6 - Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | September 30, December 31, 2015 2014 Office furniture and equipment $ 431 $ 341 Computer equipment 3,036 1,571 Survey and field equipment 1,220 1,027 Leasehold improvements 1,137 1,096 5,824 4,035 Accumulated depreciation (2,744 ) (2,410 ) Property and equipment – net $ 3,080 $ 1,625 |
Note 7 - Goodwill and Intangi25
Note 7 - Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | September 30, 2015 Balance as of the beginning of the year $ 11,142 Acquisitions 10,941 Balance as of the end of the period $ 22,083 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships $ 12,614 $ (3,302 ) $ 9,312 $ 6,780 $ (2,449 ) $ 4,331 Trade name 2,262 (1,460 ) 802 1,227 (1,048 ) 179 Customer backlog 2,709 (1,301 ) 1,408 1,200 (952 ) 248 Favorable lease 778 (22 ) 756 - - - Non-compete 1,286 (450 ) 836 672 (209 ) 463 Total $ 19,649 $ (6,535 ) $ 13,114 $ 9,879 $ (4,658 ) $ 5,221 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Period ending September 30, 2016 $ 2,715 2017 2,084 2018 1,617 2019 1,476 2020 1,268 Thereafter 3,954 Total $ 13,114 |
Note 8 - Accrued Liabilities (T
Note 8 - Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accrued Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | September 30, December 31, 2015 2014 Stock payable for acquisitions $ - $ 46 Deferred rent 605 530 Payroll and related taxes 2,304 1,507 Professional liability reserve 206 136 Benefits 1,191 123 Accrued vacation 3,391 1,386 Other 2,748 1,035 Total $ 10,445 $ 4,763 |
Note 9 - Notes Payable (Tables)
Note 9 - Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | September 30, December 31, 2015 2014 Term Loan $ - $ 318 Note Payable 874 1,231 Uncollateralized promissory notes 12,853 4,707 Total Debt 13,727 6,256 (Less current maturities) (7,135 ) (2,878 ) Long-term debt, net of current maturities $ 6,592 $ 3,378 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Period ending September 30, 2016 $ 7,135 2017 3,701 2018 1,579 2019 1,312 Total $ 13,727 |
Note 12 - Stock-Based Compens28
Note 12 - Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units Weighted Average Grant Date Fair Value Unvested shares as of January 1, 2015 622,412 $ 4.53 Granted 222,383 $ 17.34 Vested (406,923 ) $ 2.41 Forfeited (8,251 ) $ 10.70 Unvested shares as of September 30, 2015 429,621 $ 13.06 |
Note 1 - Organization and Nat29
Note 1 - Organization and Nature of Business Operations (Details) $ / shares in Units, $ in Thousands | Jul. 01, 2015USD ($) | Jun. 24, 2015USD ($) | May. 28, 2015shares | May. 28, 2015USD ($)shares | May. 22, 2015$ / sharesshares | Apr. 22, 2015USD ($) | Feb. 05, 2015$ / sharesshares | Feb. 04, 2015USD ($)shares | Jan. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Jan. 05, 2015$ / sharesshares |
Note 1 - Organization and Nature of Business Operations (Details) [Line Items] | |||||||||||||
Number of Business Locations | 42 | ||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,644,500 | ||||||||||||
Proceeds from Issuance of Common Stock | $ 29,400 | $ 32,068 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 1 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 7.80 | ||||||||||||
Warrants Exercised | shares | 408,412 | ||||||||||||
Warrants Percentage In Outstanding Common Stock | 99.00% | ||||||||||||
Proceeds from Warrant Exercises | $ 3,200 | 3,186 | $ 4 | ||||||||||
Class of Warrant or Right Cancelled or Exchanged in Period | shares | 4,002 | ||||||||||||
Class of Warrant or Right Cancelled or Exchanged in Period Exercise Price | $ / shares | $ 0.01 | ||||||||||||
Business Combination, Consideration Transferred | $ 22,998 | $ 9,846 | |||||||||||
Public Offering [Member] | |||||||||||||
Note 1 - Organization and Nature of Business Operations (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,430,000 | ||||||||||||
Share Price | $ / shares | $ 19.50 | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Note 1 - Organization and Nature of Business Operations (Details) [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 214,500 | ||||||||||||
RBA Group, Inc. [Member] | |||||||||||||
Note 1 - Organization and Nature of Business Operations (Details) [Line Items] | |||||||||||||
Business Combination, Consideration Transferred | $ 13,000 | ||||||||||||
Allwyn Priorities, LLC. [Member] | |||||||||||||
Note 1 - Organization and Nature of Business Operations (Details) [Line Items] | |||||||||||||
Business Combination, Consideration Transferred | $ 1,300 | ||||||||||||
Richard J. Mendoza, Inc. [Member] | |||||||||||||
Note 1 - Organization and Nature of Business Operations (Details) [Line Items] | |||||||||||||
Business Combination, Consideration Transferred | $ 4,000 | ||||||||||||
Joslin Lesser and Associates [Member] | |||||||||||||
Note 1 - Organization and Nature of Business Operations (Details) [Line Items] | |||||||||||||
Business Combination, Consideration Transferred | $ 5,500 |
Note 2 - Summary of Significa30
Note 2 - Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration Risk, Percentage | 43.00% | 45.00% | |||
Accounts Receivable [Member] | Government Contracts Concentration Risk [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration Risk, Percentage | 38.00% | 54.00% | |||
Restricted Stock [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 411,893 | 605,357 | 411,893 | 605,357 |
Note 2 - Summary of Significa31
Note 2 - Summary of Significant Accounting Policies (Details) - Reconciliation of Basic and Diluted Earnings Per Share - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net income – basic and diluted (in Dollars) | $ 3,002 | $ 1,723 | $ 5,820 | $ 3,485 |
Denominator: | ||||
Basic weighted average shares outstanding | 7,516,063 | 5,129,161 | 6,454,158 | 5,086,711 |
Effect of dilutive non-vested restricted shares and units | 314,930 | 330,092 | 379,429 | 316,417 |
Effect of issuable shares related to acquisitions | 18,205 | 28,064 | 11,723 | 34,584 |
Effect of warrants | 93,933 | 137,385 | 99,964 | 105,887 |
Diluted weighted average shares outstanding | 7,943,131 | 5,624,702 | 6,945,274 | 5,543,599 |
Note 4 - Business Acquisition32
Note 4 - Business Acquisitions (Details) | Jul. 01, 2015USD ($) | Jun. 24, 2015USD ($) | Apr. 22, 2015USD ($) | Jan. 30, 2015USD ($)shares | Nov. 03, 2014USD ($)shares | Jun. 30, 2014USD ($)shares | Mar. 21, 2014USD ($)shares | Jan. 31, 2014USD ($)shares | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | $ 22,998,000 | $ 9,846,000 | ||||||||||
Payments to Acquire Businesses, Gross | 533,000 | $ 233,000 | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 1,307,000 | 286,000 | ||||||||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 3.75% | |||||||||||
Long-term Debt, Percentage Bearing Variable Interest, Amount | $ 12,853,000 | 12,853,000 | 4,707,000 | |||||||||
Notes Payable | 874,000 | 874,000 | 1,231,000 | |||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 20,000 | 72,000 | $ 40,000 | |||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 2,640,000 | 2,640,000 | ||||||||||
Business Acquisition, Pro Forma Revenue | 16,504,000 | 22,630,000 | ||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 2,147,000 | 3,659,000 | ||||||||||
General and Administrative Expense [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Acquisition Related Costs | 327,000 | 716,000 | ||||||||||
RBA Group, Inc. [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | $ 13,000,000 | |||||||||||
Payments to Acquire Businesses, Gross | 8,000,000 | |||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 1,000,000 | |||||||||||
Business Combination, Contingent Consideration, Liability | 406,000 | 406,000 | 406,000 | |||||||||
Repayments of Debt | 4,000,000 | |||||||||||
Allwyn Priorities, LLC. [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | $ 1,300,000 | |||||||||||
Payments to Acquire Businesses, Gross | 800,000 | |||||||||||
Richard J. Mendoza, Inc. [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | $ 4,000,000 | |||||||||||
Payments to Acquire Businesses, Gross | $ 500,000 | |||||||||||
Business Acquisition, Offices Acquired | 7 | |||||||||||
Joslin Lesser and Associates [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | $ 5,500,000 | |||||||||||
Payments to Acquire Businesses, Gross | 2,250,000 | |||||||||||
Business Combination, Contingent Consideration, Liability | 901,000 | 950,000 | 950,000 | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 89,968 | |||||||||||
JLA and RBA Acquisitions [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Increase (Decrease) in Deferred Tax Liability | 1,751,000 | 3,150,000 | ||||||||||
Air Quality Consulting, Inc. [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | $ 815,000 | |||||||||||
Payments to Acquire Businesses, Gross | $ 250,000 | |||||||||||
Number of Equal Installments | 2 | |||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 115,000 | |||||||||||
Business Combination, Contingent Consideration, Liability | $ 54,000 | $ 0 | ||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 150,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 18,739 | |||||||||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 3.75% | |||||||||||
Air Quality Consulting, Inc. [Member] | Future Event January 31, 2015 [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment | $ 150,000 | |||||||||||
Air Quality Consulting, Inc. [Member] | Future Event January 31, 2016 [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment | 150,000 | |||||||||||
Owner's Representative Services, Inc [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | $ 1,300,000 | |||||||||||
Payments to Acquire Businesses, Gross | 400,000 | |||||||||||
Number of Equal Installments | 2 | |||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 300,000 | |||||||||||
Business Combination, Contingent Consideration, Liability | 0 | 0 | ||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 150,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 14,918 | |||||||||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 3.75% | |||||||||||
Owner's Representative Services, Inc [Member] | Future Event June 30, 2015 [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment | $ 225,000 | |||||||||||
Owner's Representative Services, Inc [Member] | Future Event June 30, 2016 [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment | 225,000 | |||||||||||
AK Environmental, LLC [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | $ 7,000,000 | |||||||||||
Payments to Acquire Businesses, Gross | 3,500,000 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 3,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||
Number of Equal Installments | 3 | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 500,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 64,137 | |||||||||||
AK Environmental, LLC [Member] | Future Event March 21, 2015 [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment | $ 1,000,000 | |||||||||||
AK Environmental, LLC [Member] | Future Event March 21, 2016 [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment | 1,000,000 | |||||||||||
AK Environmental, LLC [Member] | Future Event March 21, 2017 [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment | $ 1,000,000 | |||||||||||
Buric Companies [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | $ 1,000,000 | |||||||||||
Payments to Acquire Businesses, Gross | $ 500,000 | |||||||||||
Entity Number of Employees | 15 | |||||||||||
Common Stock [Member] | Buric Companies [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 21,978 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 200,000 | |||||||||||
Deferred Compensation Plan [Member] | RBA Group, Inc. [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 1,900,000 | |||||||||||
Earn Out [Member] | Joslin Lesser and Associates [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 1,000,000 | |||||||||||
Uncollateralized Promissory Note [Member] | RBA Group, Inc. [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 4,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||
Number of Equal Installments | 4 | |||||||||||
Debt Instrument, Periodic Payment | $ 1,000,000 | |||||||||||
Notes Payable | 4,000,000 | 4,000,000 | ||||||||||
Uncollateralized Promissory Note [Member] | Allwyn Priorities, LLC. [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |||||||||||
Number of Equal Installments | 3 | |||||||||||
Debt Instrument, Periodic Payment | $ 167,000 | |||||||||||
Notes Payable | 500,000 | 500,000 | ||||||||||
Uncollateralized Promissory Note [Member] | Richard J. Mendoza, Inc. [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||
Number of Equal Installments | 2 | |||||||||||
Debt Instrument, Periodic Payment | $ 250,000 | |||||||||||
Notes Payable | 500,000 | 500,000 | ||||||||||
Uncollateralized Promissory Note [Member] | Joslin Lesser and Associates [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,250,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |||||||||||
Number of Equal Installments | 4 | |||||||||||
Notes Payable | 1,250,000 | 1,250,000 | ||||||||||
Uncollateralized Promissory Note [Member] | Joslin Lesser and Associates [Member] | Future Event January 2016 [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment | $ 313,000 | |||||||||||
Uncollateralized Promissory Note [Member] | Joslin Lesser and Associates [Member] | Future Event January 2018 [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment | $ 3,000,000 | |||||||||||
Uncollateralized Promissory Note [Member] | Air Quality Consulting, Inc. [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 300,000 | |||||||||||
Number of Equal Installments | 2 | |||||||||||
Long-term Debt, Percentage Bearing Variable Interest, Amount | 150,000 | 150,000 | 294,000 | |||||||||
Notes Payable | 150,000 | 150,000 | 294,000 | |||||||||
Uncollateralized Promissory Note [Member] | Owner's Representative Services, Inc [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 450,000 | |||||||||||
Number of Equal Installments | 2 | |||||||||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 3.75% | |||||||||||
Notes Payable | 221,000 | 221,000 | 434,000 | |||||||||
Uncollateralized Promissory Note [Member] | AK Environmental, LLC [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Number of Equal Installments | 3 | |||||||||||
Notes Payable | 2,000,000 | 2,000,000 | 3,000,000 | |||||||||
Uncollateralized Promissory Note [Member] | Buric Companies [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 300,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||
Number of Equal Installments | 3 | |||||||||||
Notes Payable | 300,000 | 300,000 | $ 300,000 | |||||||||
Uncollateralized Promissory Note [Member] | Buric Companies [Member] | Future Event November 2015 [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment | $ 100,000 | |||||||||||
Uncollateralized Promissory Note [Member] | Buric Companies [Member] | Future Event November 2016 [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment | 100,000 | |||||||||||
Uncollateralized Promissory Note [Member] | Buric Companies [Member] | Future Event November 2017 [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Debt Instrument, Periodic Payment | $ 100,000 | |||||||||||
Short-term Promissory Note [Member] | Richard J. Mendoza, Inc. [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 3,000,000 | |||||||||||
Debt Instrument, Term | 1 year | |||||||||||
Notes Payable | $ 3,000,000 | $ 3,000,000 |
Note 4 - Business Acquisition33
Note 4 - Business Acquisitions (Details) - Fair Value of Assets Acquired and Liabilities Assumed - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Note 4 - Business Acquisitions (Details) - Fair Value of Assets Acquired and Liabilities Assumed [Line Items] | ||
Cash | $ 1,033 | |
Accounts receivable | 16,050 | $ 2,567 |
Property and equipment | 793 | 116 |
Prepaid expenses | 469 | 41 |
Other assets | 106 | 7 |
Intangible assets: | ||
Total Assets | 28,220 | 6,386 |
Liabilities | (13,943) | (576) |
Deferred tax liabilities | (2,220) | |
Net assets acquired | 12,057 | 5,810 |
Consideration paid (Cash, Notes and stock) | 21,691 | 9,560 |
Contingent earn-out liability (Cash and stock) | 1,307 | 286 |
Total Consideration | 22,998 | 9,846 |
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | 10,941 | 4,036 |
Customer Relationships [Member] | ||
Intangible assets: | ||
Intangible assets | 5,833 | 2,505 |
Trade Names [Member] | ||
Intangible assets: | ||
Intangible assets | 1,035 | 369 |
Customer Lists [Member] | ||
Intangible assets: | ||
Intangible assets | 1,510 | 315 |
Noncompete Agreements [Member] | ||
Intangible assets: | ||
Intangible assets | 613 | $ 466 |
Off-Market Favorable Lease [Member] | ||
Intangible assets: | ||
Intangible assets | $ 778 |
Note 4 - Business Acquisition34
Note 4 - Business Acquisitions (Details) - Pro Forma Consolidated Results of Operations - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Note 4 - Business Acquisitions (Details) - Pro Forma Consolidated Results of Operations [Line Items] | ||||
Gross revenues | $ 16,504 | $ 22,630 | ||
Comprehensive income | 2,147 | 3,659 | ||
NV5, LLC, JLA, and RBA Acquisitions [Member] | ||||
Note 4 - Business Acquisitions (Details) - Pro Forma Consolidated Results of Operations [Line Items] | ||||
Gross revenues | 48,701 | $ 43,340 | 130,872 | $ 119,482 |
Comprehensive income | $ 3,002 | $ 2,592 | $ 5,601 | $ 5,348 |
Basic earnings per share | $ 0.43 | $ 0.49 | $ 0.87 | $ 1.02 |
Diluted earnings per share | $ 0.41 | $ 0.45 | $ 0.81 | $ 0.94 |
Note 5 - Accounts Receivable,35
Note 5 - Accounts Receivable, Net (Details) - Components of Accounts Receivable, Net - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 54,748 | $ 27,860 |
Less: allowance for doubtful accounts | (1,824) | (845) |
Accounts receivable, net | 52,924 | 27,015 |
Billed [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 37,507 | 18,897 |
Unbilled [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 16,452 | 8,336 |
Contract Retentions [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 789 | $ 627 |
Note 6 - Property and Equipme36
Note 6 - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 257 | $ 140 | $ 569 | $ 420 |
Note 6 - Property and Equipme37
Note 6 - Property and Equipment, Net (Details) - Components of Property and Equipment, Net - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 5,824 | $ 4,035 |
Accumulated depreciation | (2,744) | (2,410) |
Property and equipment – net | 3,080 | 1,625 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 431 | 341 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 3,036 | 1,571 |
Survey And Field Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,220 | 1,027 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,137 | $ 1,096 |
Note 7 - Goodwill and Intangi38
Note 7 - Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 14 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Aug. 01, 2014 | |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ||||||
Goodwill, Impaired, Accumulated Impairment Loss (in Dollars) | $ 0 | |||||
Goodwill, Impairment Loss (in Dollars) | $ 0 | |||||
Amortization of Intangible Assets (in Dollars) | $ 791,000 | $ 392,000 | $ 1,877,000 | $ 1,022,000 | ||
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] | ||||||
Finite-Lived Intangible Asset, Useful Life | 4 years | |||||
Noncompete Agreements [Member] | Maximum [Member] | ||||||
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||
Off-Market Favorable Lease [Member] | ||||||
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 9 years |
Note 7 - Goodwill and Intangi39
Note 7 - Goodwill and Intangible Assets (Details) - Goodwill $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Abstract] | |
Balance as of the beginning of the year | $ 11,142 |
Acquisitions | 10,941 |
Balance as of the end of the period | $ 22,083 |
Note 7 - Goodwill and Intangi40
Note 7 - Goodwill and Intangible Assets (Details) - Intangible Assets, Net - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 19,649 | $ 9,879 |
Intangible assets, accumulated amortization | (6,535) | (4,658) |
Intangible assets, net | 13,114 | 5,221 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 12,614 | 6,780 |
Intangible assets, accumulated amortization | (3,302) | (2,449) |
Intangible assets, net | 9,312 | 4,331 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 2,262 | 1,227 |
Intangible assets, accumulated amortization | (1,460) | (1,048) |
Intangible assets, net | 802 | 179 |
Customer Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 2,709 | 1,200 |
Intangible assets, accumulated amortization | (1,301) | (952) |
Intangible assets, net | 1,408 | 248 |
Off-Market Favorable Lease [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 778 | |
Intangible assets, accumulated amortization | (22) | |
Intangible assets, net | 756 | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,286 | 672 |
Intangible assets, accumulated amortization | (450) | (209) |
Intangible assets, net | $ 836 | $ 463 |
Note 7 - Goodwill and Intangi41
Note 7 - Goodwill and Intangible Assets (Details) - Estimated Future Amortization Expense of Intangible Assets $ in Thousands | Sep. 30, 2015USD ($) |
Estimated Future Amortization Expense of Intangible Assets [Abstract] | |
2,016 | $ 2,715 |
2,017 | 2,084 |
2,018 | 1,617 |
2,019 | 1,476 |
2,020 | 1,268 |
Thereafter | 3,954 |
Total | $ 13,114 |
Note 8 - Accrued Liabilities (D
Note 8 - Accrued Liabilities (Details) - Accrued Liabilities - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Accrued Liabilities [Abstract] | ||
Stock payable for acquisitions | $ 46 | |
Deferred rent | $ 605 | 530 |
Payroll and related taxes | 2,304 | 1,507 |
Professional liability reserve | 206 | 136 |
Benefits | 1,191 | 123 |
Accrued vacation | 3,391 | 1,386 |
Other | 2,748 | 1,035 |
Total | $ 10,445 | $ 4,763 |
Note 9 - Notes Payable (Details
Note 9 - Notes Payable (Details) | Jul. 01, 2015USD ($) | Jun. 24, 2015USD ($) | Apr. 22, 2015USD ($) | Jan. 30, 2015USD ($) | Nov. 03, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 21, 2014USD ($) | Jan. 31, 2014USD ($) | Aug. 12, 2013USD ($) | Apr. 30, 2013USD ($) | Dec. 28, 2012USD ($) | Jul. 27, 2012USD ($) | Jan. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 20, 2015USD ($) | Sep. 30, 2014 | Dec. 31, 2013 |
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Notes Payable to Bank | $ 318,000 | |||||||||||||||||
Notes Payable | $ 874,000 | 1,231,000 | ||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 1,307,000 | $ 286,000 | ||||||||||||||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 3.75% | |||||||||||||||||
Owner's Representative Services, Inc [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Number of Equal Installments | 2 | |||||||||||||||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 3.75% | |||||||||||||||||
Owner's Representative Services, Inc [Member] | Future Event June 30, 2015 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 225,000 | |||||||||||||||||
Owner's Representative Services, Inc [Member] | Future Event June 30, 2016 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 225,000 | |||||||||||||||||
AK Environmental, LLC [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 3,000,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||||||||
Number of Equal Installments | 3 | |||||||||||||||||
AK Environmental, LLC [Member] | Future Event March 21, 2015 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,000,000 | |||||||||||||||||
AK Environmental, LLC [Member] | Future Event March 21, 2017 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment | 1,000,000 | |||||||||||||||||
AK Environmental, LLC [Member] | Future Event March 21, 2016 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,000,000 | |||||||||||||||||
Air Quality Consulting, Inc. [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Number of Equal Installments | 2 | |||||||||||||||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 3.75% | |||||||||||||||||
Air Quality Consulting, Inc. [Member] | Future Event January 31, 2015 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 150,000 | |||||||||||||||||
Air Quality Consulting, Inc. [Member] | Future Event January 31, 2016 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment | 150,000 | |||||||||||||||||
Western Alliance Bank [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Line of Credit Facility, Expiration Period | 2 years | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 8,000,000 | $ 8,000,000 | ||||||||||||||||
Debt to Tangible Net Worth Covenant Ratio | 3 | |||||||||||||||||
Debt Service Coverage Ratio | 1.5 | |||||||||||||||||
Long-term Line of Credit | 0 | $ 0 | ||||||||||||||||
Western Alliance Bank [Member] | Standby Letters of Credit [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | |||||||||||||||||
Western Alliance Bank [Member] | Prime Rate [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||||||||||
Term Loan [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Notes Payable to Bank | 0 | 318,000 | ||||||||||||||||
Note Payable - Former Stockholder of Nolte [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 100,000 | |||||||||||||||||
Notes Payable | $ 874,000 | $ 1,231,000 | ||||||||||||||||
Note Payable - Former Stockholder of Nolte [Member] | Prime Rate [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum | 7.00% | |||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.25% | 4.25% | ||||||||||||||||
Uncollateralized Promissory Note [Member] | Event April 30,2014 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 67,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Future Event, July 2015 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 500,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Future Event July 2016 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 500,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | RBA Group, Inc. [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Notes Payable | $ 4,000,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 4,000,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||||||||
Number of Equal Installments | 4 | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,000,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Allwyn Priorities, LLC. [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 167,000 | |||||||||||||||||
Notes Payable | 500,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |||||||||||||||||
Number of Equal Installments | 3 | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 167,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Richard J. Mendoza, Inc. [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.00% | |||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 250,000 | |||||||||||||||||
Notes Payable | 500,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||||||||
Number of Equal Installments | 2 | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 250,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Joslin Lesser and Associates [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Notes Payable | 1,250,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,250,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |||||||||||||||||
Number of Equal Installments | 4 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Joslin Lesser and Associates [Member] | Future Event January 2016 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 313,000 | |||||||||||||||||
Debt Instrument, Periodic Payment | 313,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Joslin Lesser and Associates [Member] | Future Event January 2017 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 313,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Joslin Lesser and Associates [Member] | Future Event January 2018 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 313,000 | |||||||||||||||||
Debt Instrument, Periodic Payment | 3,000,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Joslin Lesser and Associates [Member] | Future Event January 2019 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 313,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Buric Companies [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.00% | |||||||||||||||||
Notes Payable | 300,000 | $ 300,000 | ||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 300,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||||||||
Number of Equal Installments | 3 | |||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Buric Companies [Member] | Future Event November 2015 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment | 100,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Buric Companies [Member] | Future Event November 2016 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment | 100,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Buric Companies [Member] | Future Event November 2017 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 100,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Owner's Representative Services, Inc [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Notes Payable | 221,000 | 434,000 | ||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 450,000 | |||||||||||||||||
Number of Equal Installments | 2 | |||||||||||||||||
Debt Instrument, Face Amount | $ 450,000 | |||||||||||||||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 3.75% | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Owner's Representative Services, Inc [Member] | Future Event June 30, 2015 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 225,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Owner's Representative Services, Inc [Member] | Future Event June 30, 2016 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 225,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | AK Environmental, LLC [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.00% | |||||||||||||||||
Notes Payable | 2,000,000 | 3,000,000 | ||||||||||||||||
Number of Equal Installments | 3 | |||||||||||||||||
Debt Instrument, Face Amount | $ 3,000,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | AK Environmental, LLC [Member] | Future Event March 21, 2015 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 1,000,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | AK Environmental, LLC [Member] | Future Event March 21, 2017 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 1,000,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | AK Environmental, LLC [Member] | Future Event March 21, 2016 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,000,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Air Quality Consulting, Inc. [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Notes Payable | 150,000 | 294,000 | ||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 300,000 | |||||||||||||||||
Number of Equal Installments | 2 | |||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | $ 300,000 | ||||||||||||||||
Uncollateralized Promissory Note [Member] | Air Quality Consulting, Inc. [Member] | Future Event January 31, 2015 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 150,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Air Quality Consulting, Inc. [Member] | Future Event January 31, 2016 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 150,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Dunn Environmental, Inc. [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.00% | |||||||||||||||||
Notes Payable | 0 | 46,000 | ||||||||||||||||
Number of Equal Installments | 2 | |||||||||||||||||
Debt Instrument, Face Amount | $ 92,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Dunn Environmental, Inc. [Member] | Future Event August 12, 2014 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 46,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Dunn Environmental, Inc. [Member] | Future Event August 12, 2015 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 46,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Consilium Partners [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.00% | |||||||||||||||||
Notes Payable | $ 67,000 | 133,000 | ||||||||||||||||
Number of Equal Installments | 3 | |||||||||||||||||
Debt Instrument, Face Amount | $ 200,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Consilium Partners [Member] | Future Event April 30, 2015 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 67,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Consilium Partners [Member] | Future Event April 30, 2016 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 67,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Kaco [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.00% | 2.58% | 2.58% | |||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 500,000 | |||||||||||||||||
Notes Payable | $ 0 | $ 500,000 | ||||||||||||||||
Number of Equal Installments | 3 | |||||||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | Kaco [Member] | Future Event July 27, 2014 [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 500,000 | |||||||||||||||||
Uncollateralized Promissory Note [Member] | London Interbank Offered Rate (LIBOR) [Member] | Kaco [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||||||||||||
Short-term Promissory Note [Member] | Richard J. Mendoza, Inc. [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Notes Payable | $ 3,000,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 3,000,000 | |||||||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||||||
Minimum [Member] | Western Alliance Bank [Member] | Prime Rate [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | ||||||||||||||||||
Line of Credit Facility, Interest Rate During Period | 3.75% |
Note 9 - Notes Payable (Detai44
Note 9 - Notes Payable (Details) - Notes Payable - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Notes Payable [Abstract] | ||
Term Loan | $ 318 | |
Note Payable | $ 874 | 1,231 |
Uncollateralized promissory notes | 12,853 | 4,707 |
Total Debt | 13,727 | 6,256 |
(Less current maturities) | (7,135) | (2,878) |
Long-term debt, net of current maturities | $ 6,592 | $ 3,378 |
Note 9 - Notes Payable (Detai45
Note 9 - Notes Payable (Details) - Future Contractual Maturities of Long-term Debt - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Future Contractual Maturities of Long-term Debt [Abstract] | ||
2,016 | $ 7,135 | |
2,017 | 3,701 | |
2,018 | 1,579 | |
2,019 | 1,312 | |
Total | $ 13,727 | $ 6,256 |
Note 10 - Stock Repurchase Ob46
Note 10 - Stock Repurchase Obligation (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Note 10 - Stock Repurchase Obligation (Details) [Line Items] | ||
Employee Stock Ownership Plan (ESOP), Repurchase Obligation Amount (in Dollars) | $ 0 | $ 935 |
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% | 3.25% |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | 4.25% | 4.25% |
Note 12 - Stock-Based Compens47
Note 12 - Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Note 12 - Stock-Based Compensation (Details) [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 563,000 | $ 187,000 | $ 1,229,000 | $ 534,000 |
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) | 520,774 | 520,774 | ||
Rate of Increase (Decrease) in Shares Authorized for Issuance | 3.50% | |||
Restricted Stock [Member] | ||||
Note 12 - Stock-Based Compensation (Details) [Line Items] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 3,967 | $ 3,967 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 6 months | |||
Minimum [Member] | Restricted Stock [Member] | Equity Plan 2011 [Member] | ||||
Note 12 - Stock-Based Compensation (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | |||
Maximum [Member] | Restricted Stock [Member] | Equity Plan 2011 [Member] | ||||
Note 12 - Stock-Based Compensation (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Note 12 - Stock-Based Compens48
Note 12 - Stock-Based Compensation (Details) - Restricted Stock Awards - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Note 12 - Stock-Based Compensation (Details) - Restricted Stock Awards [Line Items] | |
Unvested shares as of January 1, 2015 | shares | 622,412 |
Unvested shares as of January 1, 2015 | $ 4.53 |
Unvested shares as of September 30, 2015 | shares | 429,621 |
Unvested shares as of September 30, 2015 | $ 13.06 |
Granted | shares | 222,383 |
Granted | $ 17.34 |
Vested | shares | (406,923) |
Vested | $ 2.41 |
Forfeited | shares | (8,251) |
Forfeited | $ 10.70 |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Note 13 - Income Taxes (Details) [Line Items] | |||||
Deferred Tax Assets, Net, Current | $ 1,355,000 | $ 1,355,000 | $ 358,000 | ||
Deferred Tax Liabilities, Net, Noncurrent | 2,477,000 | 2,477,000 | |||
Deferred Tax Assets, Net, Noncurrent | 1,123,000 | ||||
Deferred Tax Assets, Valuation Allowance | $ 0 | $ 0 | $ 0 | ||
Effective Income Tax Rate Reconciliation, Percent | 38.30% | 37.30% | 37.50% | 37.00% | |
Effective Income Tax Rate Reconciliation, Federal and State Income Tax Rate, Percent | 39.00% | 39.00% | |||
Unrecognized Tax Benefits | $ 550,000 | $ 550,000 | |||
JLA and RBA Acquisitions [Member] | |||||
Note 13 - Income Taxes (Details) [Line Items] | |||||
Business Combination, Increase (Decrease) in Deferred Tax Liability | $ 1,751,000 | $ 3,150,000 |