Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 07, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | NV5 Global, Inc. | ||
Trading Symbol | nvee | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 8,135,740 | ||
Entity Public Float | $ 127,200,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,532,961 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 23,476 | $ 6,872 |
Accounts receivable, net of allowance for doubtful accounts of $1,536 and $845 as of December 31, 2015 and 2014, respectively | 47,747 | 27,015 |
Prepaid expenses and other current assets | 1,092 | 1,224 |
Deferred income tax assets | 1,440 | 358 |
Total current assets | 73,755 | 35,469 |
Property and equipment, net | 3,091 | 1,625 |
Intangible assets, net | 12,367 | 5,221 |
Goodwill | 21,679 | 11,142 |
Other assets | 877 | 810 |
Deferred income tax assets | 1,123 | |
Total Assets | 111,769 | 55,390 |
Current liabilities: | ||
Accounts payable | 6,658 | 5,335 |
Accrued liabilities | 9,564 | 4,763 |
Income taxes payable | 813 | 1,157 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 293 | 277 |
Client deposits | 110 | 121 |
Current portion of contingent consideration | 458 | 618 |
Current portion of stock repurchase obligation | 372 | |
Current portion of notes payable | 4,347 | 2,878 |
Total current liabilities | 22,243 | 15,521 |
Contingent consideration, less current portion | 821 | 323 |
Stock repurchase obligation, less current portion | 563 | |
Notes payable, less current portion | 6,360 | 3,378 |
Deferred income tax liabilities | 1,582 | |
Total liabilities | $ 31,006 | $ 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, 8,214,627 and 5,754,959 shares issued and outstanding as of December 31, 2015 and 2014, respectively | 81 | 58 |
Additional paid-in capital | 62,260 | 25,617 |
Retained earnings | 18,422 | 9,930 |
Total stockholders’ equity | 80,763 | 35,605 |
Total liabilities and stockholders’ equity | $ 111,769 | $ 55,390 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts receivable, allowance for doubtful accounts (in Dollars) | $ 1,536 | $ 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 | 8,214,627 | 5,754,959 |
Common stock, shares outstanding | 8,214,627 | 5,754,959 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Gross revenues | $ 154,655 | $ 108,382 | $ 68,232 |
Direct costs: | |||
Salaries and wages | 53,687 | 36,976 | 19,619 |
Sub-consultant services | 21,394 | 15,996 | 12,337 |
Other direct costs | 10,796 | 10,229 | 1,460 |
Total direct costs | 85,877 | 63,201 | 33,416 |
Gross Profit | 68,778 | 45,181 | 34,816 |
Operating Expenses: | |||
Salaries and wages, payroll taxes and benefits | 34,731 | 22,887 | 19,373 |
General and administrative | 11,930 | 8,865 | 6,708 |
Facilities and facilities related | 4,950 | 3,198 | 3,325 |
Depreciation and amortization | 3,468 | 1,988 | 1,514 |
Total operating expenses | 55,079 | 36,938 | 30,920 |
Income from operations | 13,699 | 8,243 | 3,896 |
Other expense: | |||
Interest expense | (212) | (274) | (263) |
Total other expense | (212) | (274) | (263) |
Income before income tax expense | 13,487 | 7,969 | 3,633 |
Income tax expense | (4,995) | (3,076) | (874) |
Net income | $ 8,492 | $ 4,893 | $ 2,759 |
Earnings per share: | |||
Basic (in Dollars per share) | $ 1.25 | $ 0.96 | $ 0.75 |
Diluted (in Dollars per share) | $ 1.18 | $ 0.87 | $ 0.70 |
Weighted average common shares outstanding: | |||
Basic (in Shares) | 6,773,135 | 5,102,058 | 3,660,289 |
Diluted (in Shares) | 7,215,898 | 5,592,010 | 3,967,056 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2012 | $ 26 | $ 9,065 | $ 2,278 | $ 11,369 |
Balance (in Shares) at Dec. 31, 2012 | 2,600,000 | |||
Stock compensation | 365 | 365 | ||
Proceeds from offering, net of offering costs | $ 16 | 7,638 | 7,654 | |
Proceeds from offering, net of offering costs (in Shares) | 1,610,000 | |||
Exercise of warrants | $ 12 | 6,604 | 6,616 | |
Exercise of warrants (in Shares) | 1,196,986 | |||
Restricted stock issuance, net (in Shares) | 91,298 | |||
Restricted stock issuance, net | $ 1 | (1) | ||
Stock issuance for acquisitions | 46 | 46 | ||
Stock issuance for acquisitions (in Shares) | 5,952 | |||
Net income | 2,759 | 2,759 | ||
Balance at Dec. 31, 2013 | $ 55 | 23,717 | 5,037 | 28,809 |
Balance (in Shares) at Dec. 31, 2013 | 5,504,236 | |||
Stock compensation | 752 | 752 | ||
Exercise of warrants | 5 | 5 | ||
Exercise of warrants (in Shares) | 600 | |||
Restricted stock issuance, net (in Shares) | 102,362 | |||
Restricted stock issuance, net | $ 1 | (1) | ||
Stock issuance for acquisitions | $ 2 | 1,044 | 1,046 | |
Stock issuance for acquisitions (in Shares) | 134,774 | |||
Payment of contingent consideration with common stock | 100 | 100 | ||
Payment of contingent consideration with common stock (in Shares) | 12,987 | |||
Net income | 4,893 | 4,893 | ||
Balance at Dec. 31, 2014 | $ 58 | 25,617 | 9,930 | 35,605 |
Balance (in Shares) at Dec. 31, 2014 | 5,754,959 | |||
Stock compensation | 1,696 | 1,696 | ||
Proceeds from offering, net of offering costs | $ 16 | 29,403 | 29,419 | |
Proceeds from offering, net of offering costs (in Shares) | 1,644,500 | |||
Exercise of warrants | $ 4 | 2,965 | 2,969 | |
Exercise of warrants (in Shares) | 408,412 | |||
Restricted stock issuance, net (in Shares) | 216,535 | |||
Restricted stock issuance, net | $ 2 | (2) | ||
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 compensation | 1,536 | 1,536 | ||
Net income | 8,492 | 8,492 | ||
Balance at Dec. 31, 2015 | $ 81 | $ 62,260 | $ 18,422 | $ 80,763 |
Balance (in Shares) at Dec. 31, 2015 | 8,124,627 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows From Operating Activities: | |||
Net income | $ 8,492 | $ 4,893 | $ 2,759 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 3,468 | 1,988 | 1,514 |
Provision for doubtful accounts | 164 | (136) | 22 |
Stock compensation | 1,696 | 752 | 365 |
Change in fair value of contingent consideration | (335) | 18 | 22 |
Loss on disposal of leasehold improvements | 64 | ||
Excess tax benefit from stock based compensation | (1,536) | ||
Deferred income taxes | (666) | 247 | (566) |
Changes in operating assets and liabilities, net of impact of acquisitions: | |||
Accounts receivable | (4,846) | (7,591) | (426) |
Prepaid expenses and other assets | 601 | (645) | (1) |
Accounts payable | (3,830) | 1,316 | 133 |
Accrued liabilities | 1,479 | 399 | 875 |
Income taxes payable | 1,243 | 392 | (1,227) |
Billings in excess of costs and estimated earnings on uncompleted contracts | 16 | (124) | (29) |
Client deposits | 26 | (153) | (20) |
Net cash provided by operating activities | 5,972 | 1,420 | 3,421 |
Cash Flows From Investing Activities: | |||
Cash paid for acquisitions | (10,427) | (4,650) | (1,617) |
Purchase of property and equipment | (601) | (825) | (533) |
Net cash used in investing activities | (11,028) | (5,475) | (2,150) |
Cash Flows From Financing Activities: | |||
Proceeds from public offerings | 32,068 | 9,660 | |
Payments for public offering costs | (2,649) | (1,580) | |
Borrowings on note payable | 518 | ||
Exercise of warrants costs | (216) | (567) | |
Payments on notes payable | (10,797) | (1,999) | (4,139) |
Payments of contingent consideration | (533) | (233) | |
Excess tax benefit from stock based compensation | 1,536 | ||
Payments of debt issuance costs | (27) | ||
Payments on stock repurchase obligation | (935) | (687) | (772) |
Proceeds from exercise of warrants | 3,186 | 5 | 7,183 |
Net cash provided by (used in) financing activities | 21,660 | (2,941) | 10,303 |
Net increase (decrease) in Cash and Cash Equivalents | 16,604 | (6,996) | 11,574 |
Cash and cash equivalents – beginning of period | 6,872 | 13,868 | 2,294 |
Cash and cash equivalents – end of period | 23,476 | 6,872 | 13,868 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 185 | 186 | 280 |
Cash paid for income taxes | 4,371 | 1,767 | 2,416 |
Non-cash investing and financing activities: | |||
Contingent consideration (earn-out) | 1,307 | 286 | 948 |
Notes and stock payable for acquisitions | 9,250 | 4,010 | 651 |
Stock issuance for acquisitions | 946 | 1,046 | 46 |
Payment of contingent consideration with common stock | $ 100 | 100 | |
Landlord-funded leasehold improvements | $ 137 | ||
Reclassification of previously capitalized initial public offering costs from other assets to additional paid in capital upon completion of intial public offering (including costs incurred prior to 2013) | $ 426 |
Note 1 - Organization and Natur
Note 1 - Organization and Nature of Business Operations | 12 Months Ended |
Dec. 31, 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 Global, Inc. and its subsidiaries (collectively, the “Company” or “NV5 Global”) 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 53 offices nationwide. The Company’s clients include the U.S. federal, state and local governments, and the private sector. NV5 Global provides a wide range of services, including, but not limited to, planning, design, consulting, permitting, inspection and field supervision, management oversight, forensic engineering, litigation support, condition assessment and compliance certification. On December 8, 2015, NV5 Holdings, Inc., the holding company, changed its name to NV5 Global, Inc. Also on December 8, 2015, NV5 Global, Inc., a wholly-owned subsidiary of the holding company, changed its name to NV5 Holdings, Inc. Signi ficant Transactions Acquisitions On July 1, 2015, the Company acquired all of the outstanding equity interests of The RBA Group, Inc., Engineers, Architects and Planners (“RBA”), a New Jersey based infrastructure engineering firm focused on the provision of transportation engineering, planning, and construction inspection, environmental engineering, civil engineering, surveying, and architecture services to public and private clients 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 The 2015 acquisitions expanded the Company’s infrastructure, environmental and project management services and allow NV5 Global to offer these services on a broader scale within its existing network. In addition, these acquisitions strengthen NV5 Global’s geographic diversification and allow the Company to continue expanding its national footprint. The acquisitions referenced above were accounted for as business combinations under the acquisition method of accounting. Under this method, the assets acquired, liabilities assumed and non-controlling interest, if any, were recorded in the Company’s consolidated financial statements at their respective fair values as of the acquisition dates, and the results of these acquisitions are included in the Company’s consolidated results from the respective dates of acquisition. 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. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 (“GAAP”) and have been prepared pursuant to the rules and regulations of the SEC . The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on management’s most recent assessment of underlying facts and circumstances using the most recent information available. Actual results could differ significantly from these estimates and assumptions, and the differences could be material. Estimates and assumptions are evaluated periodically and adjusted when necessary. The more significant estimates affecting amounts reported in the consolidated financial statements relate to the fair value estimates used in accounting for business combinations including the valuation of identifiable intangible assets and contingent consideration, fair value estimates in determining the fair value of its reporting units for goodwill impairment assessment, revenue recognition on the percentage-of-completion method, allowances for uncollectible accounts and provision for income taxes. Cash and Cash Equivalents Cash and cash equivalents include cash on deposit with financial institutions and investments in high quality overnight money market funds, all of which have maturities of three months or less when purchased. The Company from time to time may be exposed to credit risk with its bank deposits in excess of the Federal Deposit Insurance Corporation insurance limits and with uninsured money market investments. Management believes cash and cash equivalent balances are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Concentration of Credit Risk Trade receivable balances carried by the Company are comprised of accounts from a diverse client base across a broad range of industries and are not collateralized. However, approximately 42%, 45% and 65% of the Company’s gross revenues for the years ended December 31, 2015, 2014 and 2013, respectively, are from California-based projects and approximately 9%, 11% and 28% of revenues for the years ended December 31, 2015, 2014 and 2013, respectively, are from one client. Furthermore, approximately 63% and 38% of the Company’s accounts receivable as of December 31, 2015 and 2014 are from government and government-related contracts. Management continually evaluates the creditworthiness of these and future clients and provides for bad debt reserves as necessary. Fair Value of Financial Instruments A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of valuation hierarchy are defined as follows: Level 1 Level 2 Level 3 The Company considers cash and cash equivalents, accounts receivable, accounts payable, income taxes payable, accrued liabilities and debt obligations to meet the definition of financial instruments. As of December 31, 2015 and 2014, the carrying amount of cash and cash equivalents, accounts receivable, accounts payable, income taxes payable and accrued liabilities approximate their fair value due to the relatively short period of time between their origination and their expected realization or payment. The carrying amounts of debt obligations approximate their fair values as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics. 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. We review and re-assess the estimated fair value of 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. 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. The following table summarizes the changes in the carrying value of estimated contingent consideration: December 31, December 31, 2015 2014 Contingent consideration, beginning of the year $ 941 $ 971 Additions for acquisitions 1,306 285 Reduction of liability for payments made (633 ) (333 ) Increase (reduction) of liability related to re-measurement of fair value (335 ) 18 Contingent consideration, end of the year $ 1,279 $ 941 Property and Equipment Property and equipment is stated at cost. Property and equipment acquired in a business combination is stated at fair value at the acquisition date. The Company capitalizes the cost of improvements to property and equipment that increase the value or extend the useful lives of the assets. Normal repair and maintenance costs are expensed as incurred. Depreciation and amortization is computed on a straight-line basis over the following estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the lesser of their estimated useful lives or the remaining terms of the related lease agreement. Asset Depreciation Period Office furniture and equipment (years) 5 Computer equipment 3 Survey and field equipment 5 Leasehold improvements Lesser of the estimated useful lives or remaining term of the lease Property and equipment balances are periodically reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. The Company has not recognized an impairment charge relating to property and equipment during the years ended December 31, 2015 and 2014. 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 Global is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. 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. On August 1, 2015, 2014 and 2013, the Company conducted its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill. Based on these quantitative analyses the Company determined the fair value of each of its reporting units exceeded the carrying value of the reporting unit. Therefore, the goodwill was not impaired and the Company did not recognize an impairment charge relating to goodwill as of August 1, 2015, 2014 and 2013. There were no indicators, events or changes in circumstances to indicate that goodwill was impaired during the years ended December 31, 2015, 2014 and 2013. 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 years ended December 31, 2015, 2014 and 2013: Year Ended December 31, December 31, December 31, 2015 2014 2013 Numerator: Net income – basic and diluted $ 8,492 $ 4,893 $ 2,759 Denominator: Basic weighted average shares outstanding 6,773,135 5,102,058 3,660,289 Effect of dilutive non-vested restricted shares and units 332,014 326,660 265,514 Effect of issuable shares related to acquisitions 12,759 30,666 19,594 Effect of warrants 97,990 132,626 21,659 Diluted weighted average shares outstanding 7,215,898 5,592,010 3,967,056 Revenue Recognition The Company enters into contracts with its clients that contain two principal types of pricing provisions: cost-reimbursable and fixed-price. The majority of the Company’s contracts are cost-reimbursable contracts that fall under the subcategory of time and materials contracts. Cost-reimbursable contracts • Time and materials contracts are common for smaller scale professional and technical consulting and certification services projects. Under these types of contracts, there is no predetermined fee. Instead, the Company negotiates hourly billing rates and charges the clients based upon actual hours expended on a project. In addition, any direct project expenditures are passed through to the client and are typically reimbursed. These contracts may have a fixed-price element in the form of an initial not-to-exceed or guaranteed maximum price provision. • Cost-plus contracts are the predominant contracting method used by U.S. federal, state, and local governments. These contracts provide for reimbursement of the actual costs and overhead (at predetermine rates) incurred, plus a predetermined fee. Under some cost-plus contracts, the Company’s fee may be based on quality, schedule, and other performance factors. Fixed-price contracts. • Lump-sum contracts typically require the performance of all of the work under the contract for a specified lump-sum fee, subject to price adjustments if the scope of the project changes or unforeseen conditions arise. Many of the Company’s lump-sum contracts are negotiated and arise in the design of projects with a specified scope and project deliverables. • Fixed-unit price contracts typically require the performance of an estimated number of units of work at an agreed price per unit, with the total payment under the contract determined by the actual number of units performed. Revenues from engineering services are recognized in accordance with the accrual basis of accounting. Revenues under cost-reimbursable contracts are recognized when services are performed and revenues from fixed-price contracts are recognized on the percentage-of-completion method, generally measured by the direct costs incurred to date as compared to the estimated total direct costs for each contract. The Company includes other direct costs (for example, third party field labor, subcontractors, or the procurement of materials or equipment) in revenues and cost of revenue when the costs of these items are incurred, and the Company is responsible for the ultimate acceptability of such costs. Recognition of revenue under this method is dependent upon the accuracy of a variety of estimates, including engineering progress, materials quantities, achievement of milestones, labor productivity and cost estimates. Due to uncertainties inherent in the estimation process, it is possible that actual completion costs may vary from estimates. If estimated total costs on contracts indicate a loss or reduction to the percentage of total contract revenues recognized to date, these losses or reductions are recognized in the period in which the revisions are known. The cumulative effect of revisions to revenues, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, anticipated losses and others are recorded in the period in which the revisions are identified and the loss can be reasonably estimated. Such revisions could occur in any reporting period and the effects on the results of operations for that reporting period may be material depending on the size of the project or the adjustment. Change orders and claims typically result from changes in scope, specifications, design, performance, materials, sites, or period of completion. Costs related to change orders and claims are recognized when incurred. Change orders are included in total estimated contract revenues when it is probable that the change order will result in an addition to the contract value and can be reliably estimated. Federal Acquisition Regulations (“FAR”), which are applicable to the Company’s federal government contracts and may be incorporated in local and state agency contracts, limit the recovery of certain specified indirect costs on contracts. Cost-plus contracts covered by FAR or certain state and local agencies also may require an audit of actual costs and provide for upward or downward adjustments if actual recoverable costs differ from billed recoverable costs. Unbilled work results when the appropriate contract revenues has been recognized when services are performed or based on the percentage-of-completion accounting method but the revenue recorded has not been billed due to the billing terms defined in the contract. Unbilled amounts as of the reporting date are included within accounts receivable in the accompanying consolidated balance sheets. In certain circumstances, the contract may allow for billing terms that result in the cumulative amounts billed in excess of revenues recognized. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized on these contracts as of the reporting date. Advertising Advertising costs are charged to expense in the period incurred and amounted to $195, $86 and $104 for the years ended December 31, 2015, 2014 and 2013, respectively. Allowance for Doubtful Accounts The Company records billed and unbilled receivables net of an allowance for doubtful accounts. The allowance is estimated based on management’s evaluation of the contracts involved and the financial condition of clients. Factors the Company considers include, but are not limited to: client type (federal government or commercial client), historical performance, historical collection trends and general economic conditions. The allowance is increased by the Company’s provision for doubtful accounts which is charged against income. All recoveries on receivables previously charged off are credited to the accounts receivable recovery account are included in income, while direct charge-offs of receivables are deducted from the allowance. Leases The Company’s office leases are classified as operating leases and rent expense is included in facilities and facilities related expense in the Company’s consolidated statements of comprehensive income. Some lease terms include rent and other concessions and rent escalation clauses which are included in computing minimum lease payments. Minimum lease payments are recognized on a straight-line basis over the minimum lease term. The variance of rent expense recognized from the amounts contractually due pursuant to the underlying leases is included in accrued liabilities in the Company’s consolidated balance sheets. Income Taxes The Company accounts for income taxes in accordance with ASC Topic No. 740 “ Income Taxes The Company recognizes the consolidated financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applies the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. The Company’s policy is to classify interest and penalties as income tax expense. |
Note 3 - Recent Accounting Pron
Note 3 - Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Note 3 –Recent Accounting Pronouncement In November 2015, FASB issued Accounting Standards Update 2015-17— Balance Sheet Classification of Deferred Taxes In April 2015, FASB issued ASU No. 2015-03 "Interest-Imputation of Interest," “ Interest - Imputation of Interest (Subtopic 835-30) ” be material to its consolidated financial statements. In May 2014, FASB issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers. |
Note 4 - Business Acquisitions
Note 4 - Business Acquisitions | 12 Months Ended |
Dec. 31, 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, 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 December 31, 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, 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 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 JLA, a program management and owner’s representation consulting firm that primarily services government owned facilities and public K through 12 school districts in the Boston, MA area. The purchase price of up to $5,500 included $2,250 in cash, a $1,250 promissory note (bearing interest at 3.5%), payable in four installments of $313, due on the first, second, third, and fourth anniversaries of January 30, 2015, the effective date of the acquisition (see Note 9), and $1,000 of the Company’s common stock (89,968 shares) as of the closing date of the acquisition. The purchase price also included a non-interest bearing earn-out of up to $1,000 payable in cash, notes and the Company’s common stock, subject to the achievement of certain agreed upon metrics for calendar year 2015. The 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. The note and the earn-out are due to a related party individual. As of December 31, 2015, the fair value of this contingent consideration was $500 based on the financial metrics achieved for calendar year 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 December 31, 2015 and 2014, respectively. On March 21, 2014, the Company acquired all of the outstanding equity interests of NV5, 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 and the Company’s common stock, subject to the achievement of a certain agreed upon metric for calendar year 2014, and was payable on March 31, 2015. The earn-out was recorded at its estimated fair value of $231, based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date. During 2014, the agreed upon metric was met and the earn-out was achieved and was paid in 2015. As of December 31, 2014, the estimated fair value of this contingent consideration is approximately $285. 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 December 31, 2015 and 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, $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 following table summarizes the final fair values of the assets acquired and liabilities assumed as of the acquisition dates for acquisitions closed during 2015 and 2014: December 31, December 31, 2015 2014 Cash $ 1,033 $ - Accounts receivable 16,050 2,567 Property and equipment 793 116 Prepaid expenses 457 41 Other assets 118 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 (13,521 ) (576 ) Deferred tax liabilities (2,238 ) - Net assets acquired 12,461 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) $ 10,537 $ 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 these acquisitions. Goodwill of approximately $2,640 is expected to be deductible for income tax purposes. The consolidated financial statements of the Company for the years ended December 31, 2015 include the results of operations from the businesses acquired during 2015 from their respective dates of acquisition to December 31, 2015. For the year ended December 31, 2015, the results include gross revenues and pre-tax income of approximately $36,790 and $4,964, respectively. The consolidated financial statements of the Company for the years ended December 31, 2014 include the results of operations from the businesses acquired during 2014 from their respective dates of acquisition to December 31, 2014. For the year ended December 31, 2014, the results include gross revenues and pre-tax income of approximately $27,400 and $1,100, respectively. The consolidated financial statements of the Company for the year ended December 31, 2013 include the results of operations from the business acquired in 2013 from the date of acquisition to December 31, 2013 and include gross revenues and pre-tax income of approximately $3,700 and $600, respectively. Included in general and administrative expense for each of the years ended December 31, 2015, 2014 and 2013 is $719, $292 and $30, 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 year ended December 31, 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 year ended December 31, December 31, 2015 2014 Gross revenues $ 173,192 $ 158,906 Comprehensive income $ 8,252 $ 7,431 Basic earnings per share $ 1.22 $ 1.41 Diluted earnings per share $ 1.14 $ 1.29 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 | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 5 – Accounts Receivable, net December 31, December 31, 2015 2014 Billed $ 32,806 $ 18,897 Unbilled 15,678 8,336 Contract retentions 799 627 49,283 27,860 Less: allowance for doubtful accounts (1,536 ) (845 ) Accounts receivable, net $ 47,747 $ 27,015 Activity in the allowance for doubtful accounts consisted of the following: December 31, December 31, 2015 2014 Balance as of the beginning of the year $ 845 $ 1,320 Provision for doubtful accounts 164 (136 ) Write-offs of uncollectible accounts (269 ) (339 ) Other (1) 796 - Balance as of the end of the year $ 1,536 $ 845 (1) Includes allowances from new business acquisitions. |
Note 6 - Property and Equipment
Note 6 - Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 6 – Property and Equipment, net December 31, December 31, 2015 2014 Office furniture and equipment $ 459 $ 341 Computer equipment 3,165 1,571 Survey and field equipment 1,265 1,027 Leasehold improvements 1,165 1,096 6,054 4,035 Accumulated depreciation (2,963 ) (2,410 ) Property and equipment – net $ 3,091 $ 1,625 Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $844, $561 and $536, respectively. |
Note 7 - Goodwill and Intangibl
Note 7 - Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 7 – Goodwill and Intangible Assets Goodwill The table set forth below shows the change in goodwill during 2015 and 2014: December 31, December 31, 2015 2014 Balance as of the beginning of the year $ 11,142 $ 7,106 Acquisitions 10,537 4,036 Balance as of the end of the period $ 21,679 $ 11,142 As of December 31, 2015, goodwill for the reportable segments of INF, CQA and PM was $13,482, 2,002 and $6,195, respectively. See Note 16 for further information on Reportable Segments. Intangible assets Intangible assets, net, at December 31, 2015 and 2014 consist of the following: December 31, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships $ 12,614 $ (3,643 ) $ 8,971 $ 6,780 $ (2,449 ) $ 4,331 Trade name 2,262 (1,626 ) 636 1,227 (1,048 ) 179 Customer backlog 2,709 (1,420 ) 1,289 1,200 (952 ) 248 Favorable lease 778 (44 ) 734 - - - Non-compete 1,286 (549 ) 737 672 (209 ) 463 Total $ 19,649 $ (7,282 ) $ 12,367 $ 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 on a straight-lines basis over estimated lives 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. The following table summarizes the weighted average useful lives of intangible assets acquired during 2015: Weighted Average Useful Life Customer relationships 10.0 Trade name 1.7 Customer backlog 5.2 Favorable leases 8.8 Non-compete 3.9 Amortization expense for the years ended December 31, 2015, 2014 and 2013 was $2,624, $1,427 and $978, respectively. As of December 31, 2015, the future estimated aggregate amortization related to intangible assets is as follows: Period ending December 31, Amount 2016 $ 2,523 2017 1,957 2018 1,562 2019 1,465 2020 1,159 Thereafter 3,701 Total $ 12,367 |
Note 8 - Accrued Liabilities
Note 8 - Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities Disclosure [Abstract] | |
Accrued Liabilities Disclosure [Text Block] | Note 8 – Accrued Liabilities December 31, December 31, 2015 2014 Stock payable for acquisitions $ - $ 46 Deferred rent 615 530 Payroll and related taxes 3,131 1,507 Professional liability reserve 216 136 Benefits 639 123 Accrued vacation 2,994 1,386 Other 1,969 1,035 Total $ 9,564 $ 4,763 |
Note 9 - Notes Payable
Note 9 - Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 9 – Notes Payable Notes payable consists of the following: December 31, December 31, 2015 2014 Term Loan $ - $ 318 Note Payable 754 1,231 Uncollateralized promisory notes 9,953 4,707 Total Notes Payable 10,707 6,256 Current portion of notes payable (4,347 ) (2,878 ) Notes payable, less current portion $ 6,360 $ 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 December 31, 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 the Company’s wholly-owned subsidiaries: (i) NV5 Holdings, (ii) NV5, (iii) NV5, LLC, (iv) JLA, and (v) RBA. As of December 31, 2015 and 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 Global, Inc., NV5 Holdings 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 December 31, 2015 and 2014, the outstanding balance on the Credit Facility was $0. Standby letters of credit outstanding were $146 and $0 as of December 31, 2015 and 2014, respectively. 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 December 31, 2015 and 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 December 31, 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 December 31, 2015 and 2014, the outstanding balance on the Nolte Note was approximately $754 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 an uncollateralized $4,000 promissory notes bearing interest at 3.0% (the “RBA Note”) payable in four equal payments of $1,000 each due on the first, second, third, and fourth anniversaries of July 1, 2015, the effective date of the acquisition. The outstanding balance of the RBA Note was $4,000 as of December 31, 2015. On June 24, 2015, the Company acquired certain assets of Allwyn. The purchase price included an uncollateralized $500 promissory note bearing interest at 3.5% (the “Allwyn Note”) that is payable in three equal payments of $167 each due on the first, second and third anniversaries of June 24, 2015, the effective date of the acquisition. The outstanding balance of the Allwyn Note was $500 as of December 31, 2015. On April 22, 2015, the Company acquired all of the outstanding equity interests of Mendoza. The purchase price included an uncollateralized $3,000 short-term promissory note, based on the collection of acquired accounts receivable and work in process, payable within one year, and an uncollateralized $500 promissory note bearing interest at 3% (the “Mendoza Note”) that is payable in two equal payments of $250 each due on the first and second anniversaries of April 22, 2015, the effective date of the acquisition. The outstanding balance of the short-term promissory note was $278 and of the Mendoza Note was $500, as of December 31, 2015. On January 30, 2015, the Company acquired all of the outstanding equity interests of JLA. The purchase price included an uncollateralized $1,250 promissory note bearing interest at 3.5% (the “JLA Note”) that is payable in four equal payments of $313 each due on the first, second, third, and fourth anniversaries of January 30, 2015, the effective date of the acquisition. The outstanding balance of the JLA Note was $1,250 as of December 31, 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 $200 and $300 as of December 31, 2015 and 2014, respectively. 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 December 31, 2015 and 2014, respectively. On March 21, 2014, the Company acquired all of the outstanding equity interests of NV5, LLC. The purchase price included an uncollateralized $3,000 promissory note bearing interest at 3.0% (the “AK Note”) that is payable in three equal payments of $1,000 each due on the first, second and third anniversaries of March 21, 2014, the effective date of the acquisition. The outstanding balance of the AK Note was $2,000 and $3,000 as of December 31, 2015 and 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 December 31, 2015 and 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 December 31, 2015 and 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 December 31, 2015 and 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 December 31, 2015 and 2014, the actual interest rate was 2.58%. The outstanding balance of the Kaco Note was $0 and $500 as of December 31, 2015 and 2014, respectively. Future contractual maturities of long-term debt as of December 31, 2015 are as follows: Period ending December 31, Amount 2016 $ 4,347 2017 3,406 2018 1,636 2019 1,318 Total $ 10,707 As of December 31, 2015 and 2014, the carrying amount of debt obligations approximates their fair values based on Level 2 inputs as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics. |
Note 10 - Stock Repurchase Obli
Note 10 - Stock Repurchase Obligation | 12 Months Ended |
Dec. 31, 2015 | |
Stock Repurchase Obligation [Abstract] | |
Stock Repurchase Obligation [Text Block] | Note 10 – Stock Repurchase Obligation The stock repurchase obligation at December 31, 2015 and 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 December 31, 2015 and 2014, respectively. |
Note 11 - Leases
Note 11 - Leases | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | Note 11 – Leases The Company leases various office facilities from unrelated parties. These leases expire through 2024 and, in certain cases, provide for escalating rental payments and reimbursement for operating costs. During the years ended December 31, 2015 and 2014, the Company leased office space from one stockholder on a month-to-month basis. During the year ended December 31, 2013, the Company leased office space from a stockholder on a month-to-month basis and from the former owner of Kaco, who became a stockholder on December 28, 2012 in conjunction with the Kaco acquisition. The Company recognized lease expense of $4,049, $2,668 and $2,863 during the years ended December 31, 2015, 2014 and 2013, respectively, which is included in “Facilities and facilities related” in the consolidated statements of comprehensive income. Included in these amounts are $24, $58 and $223 for the years ended December 31, 2015, 2014 and 2013, respectively, for office leases with stockholders of the Company. Future minimum payments under the non-cancelable operating leases as of December 31, 2015 are as follows: Period ending December 31, Amount 2016 $ 5,099 2017 4,441 2018 3,688 2019 2,280 2020 2,015 Thereafter 5,428 Total minimum lease payments $ 22,951 |
Note 12 - Commitments and Conti
Note 12 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 1 2 – Commitments and Contingencies Litigation, Claims and Assessments The Company is subject to certain claims and lawsuits typically filed against the engineering, consulting and construction profession, alleging primarily professional errors or omissions. The Company carries professional liability insurance, subject to certain deductibles and policy limits, against such claims. However, in some actions, parties are seeking damages that exceed our insurance coverage or for which we are not insured. While management does not believe that the resolution of these claims will have a material adverse effect, individually or in aggregate, on its financial position, results of operations or cash flows, management acknowledges the uncertainty surrounding the ultimate resolution of these matters and such estimate cannot be made. The Company’s office leases are classified as operating leases and rent expense is included in facilities and facilities related expense in the Company’s consolidated statements of comprehensive income. Some lease terms include rent and other concessions and rent escalation clauses which are included in computing minimum lease payments. Minimum lease payments are recognized on a straight-line basis over the minimum lease term. The variance of rent expense recognized from the amounts contractually due pursuant to the underlying leases is included in accrued liabilities in the Company’s consolidated balance sheets. |
Note 13 - Stock-Based Compensat
Note 13 - Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 1 3 – 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 December 31, 2015, 519,579 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 year ended December 31, 2015 is presented below. The following table summarizes the status of restricted stock awards as of December 31, 2015 and 2014, and changes during the year ended December 31, 2015: 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 223,578 $ 17.36 Vested (406,923 ) $ 2.41 Forfeited (8,251 ) $ 10.70 Unvested shares as of December 31, 2015 430,816 $ 13.08 Share-based compensation expense relating to restricted stock awards during the years ended December 31, 2015, 2014 and 2013 was $1,696, $752 and $365, respectively. Approximately $3,523 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 2.3 years, is unrecognized at December 31, 2015. |
Note 14 - Employee Benefit Plan
Note 14 - Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | Note 1 4 – Employee Benefit Plan The Company contributed $420, $309 and $232, respectively, to the 401(k) Plan for the years ended December 31, 2015, 2014 and 2013, respectively. |
Note 15 - Income Taxes
Note 15 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 1 5 – Income Taxes Year Ended December 31, December 31, December 31, 2015 2014 2013 Current: Federal $ 4,557 $ 2,519 $ 1,369 State 1,104 309 71 Total current income tax expense 5,661 2,828 1,440 Deferred: Federal (565 ) 191 (409 ) State (101 ) 57 (157 ) Total deferred income tax (benefit) (666 ) 248 (566 ) Total income tax expense $ 4,995 $ 3,076 $ 874 Temporary differences comprising the net deferred income tax asset (liability) shown in the Company’s consolidated balance sheets were as follows: December 31, December 31, 2015 2014 Deferred tax asset: Allowance for doubtful accounts $ 430 $ 251 Accrued compensation 1,722 867 Deferred rent 295 220 Acquired intangibles - 498 State income taxes 251 36 Other 161 120 Total deferred tax asset 2,859 1,992 Deferred tax liability: Acquired intangibles (2,129 ) - Depreciation and amortization (699 ) (294 ) Other (173 ) (217 ) Total deferred tax liability (3,001 ) (511 ) Net deferred tax asset (liability) $ (142 ) $ 1,481 Total income tax expense (benefit) was different than the amount computed by applying the Federal statutory rate as follows: Year Ended December 31, December 31, December 31, 2015 2014 2013 Tax at federal statutory rate $ 4,586 $ 2,709 1,235 State taxes, net of Federal benefit 742 392 227 Federal and state tax credits (200 ) (283 ) (367 ) Changes in unrecognized tax position 20 550 - Discrete federal tax benefit - - (168 ) Domestic production activities deduction (312 ) (230 ) (107 ) Other permanent differences, net 159 (62 ) 54 Total income tax expense $ 4,995 $ 3,076 874 As of December 31, 2015, the Company had net current deferred income tax assets of $1,440 and non-current deferred tax liabilities of $1,582. 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 December 31, 2015 or December 31, 2014 as it is more-likely-than-not that positions will be realized upon settlement. Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where the Company has a future obligation for tax purposes. During the year ended December 31, 2015 the Company recorded a deferred tax liability of approximately $2,962 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 37.0% for the year ended December 31, 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 Company’s consolidated effective income tax rate was 38.6% for the year ended December 31, 2014. The difference between the effective tax rate and the combined statutory federal and state tax rate of 39.0% is principally due to the domestic production activities deduction and research and development credits as well as higher tax deductions realized on the Company’s 2013 federal and state tax returns filed during the third quarter of 2014. The Company’s consolidated effective income tax rate was 24.1% for the year ended December 31, 2013. The reduction in the effective tax rate compared to the combined statutory federal and state tax rate of 39.0% is principally due to the domestic production activities deduction as well as higher tax deductions realized on its 2012 federal and state tax returns filed during the third quarter of 2013. The Company evaluates tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. The Company is currently under examination by the California Franchise Tax Board (“CFTB”) about certain research and development tax credits generated and included on the tax returns of an acquired company for the years 2005 to 2009. Fiscal years 2005 through 2015 are considered open tax years in the State of California and 2012 through 2015 in the U.S. federal jurisdiction and other state jurisdictions. At December 31, 2015, the Company had $570 of unrecognized tax benefits. Included in the balance of unrecognized tax benefits at the end of 2015 were $570 of tax benefits that, if recognized, would affect our effective tax rate. It is not expected that there will be a significant change in the unrecognized tax benefits in the next 12 months. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year ended December 31, 2015 Unrecognized tax benefits—beginning of the year $ 550 Gross increases/(decrease)—prior year 20 Gross increases/(decrease)—current year - Unrecognized tax benefits—end of the year $ 570 |
Note 16 - Reportable Segments
Note 16 - Reportable Segments | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 1 6 – Reportable Segments The Company reports segment information in accordance with ASC Topic No. 280 “ Segment Reporting” Infrastructure , engineering and support services (INF): including energy services. Cons truction quality assurance (CQA): Program management services (PM) The Company evaluates the performance of these reportable segments based on their respective operating income before the effect of amortization expense related to acquisitions and other unallocated corporate expenses. We account for inter-segment revenues and transfers as if the sales and transfers were to third parties. All significant intercompany balances and transactions are eliminated in consolidation. The following tables set forth summarized financial information concerning our reportable segments. Prior period segment financial information presented has been recast to reflect the reorganized reporting structure: Year Ended December 31, December 31, December 31, 2015 2014 2013 Gross revenues INF $ 84,873 $ 64,325 $ 35,786 CQA 29,100 25,201 17,399 PM 41,944 19,561 15,756 Elimiantion of inter- segment revenues (1,262 ) (705 ) (709 ) Total gross revenues $ 154,655 $ 108,382 $ 68,232 Operating income INF $ 10,462 $ 6,847 $ 3,700 CQA 5,120 5,720 4,319 PM 9,651 3,619 2,655 Corporate (1) (11,746 ) (8,217 ) (7,041 ) Total operating income $ 13,487 $ 7,969 $ 3,633 (1) Includes amortization of intangibles of $2,624, $1,427 and $978 for the years ended December 31, 2015, 2014 and 2013, respectively. December 31, December 31, 2015 2014 Assets INF $ 39,350 $ 18,152 CQA 16,722 13,510 PM 9,060 5,071 Corporate (1) 46,637 18,657 Total assets $ 111,769 $ 55,390 (1) Corporate assets consist of intercomany eliminations and assets not allocated to segments including cash and cash equivalents, deferred income taxes and certain other assets. |
Note 17 - Quarterly Financial I
Note 17 - Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | Note 1 7 – Quarterly Financial Information (Unaudited) Management believes the following unaudited quarterly financial information for the years ended December 31, 2015 and 2014, which is derived form the Company’s unaudited interim financial statements, reflects all adjustments necessary for a fair statement of the results of operations. First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2015 Gross revenues $ 29,153 $ 34,481 $ 48,701 $ 42,320 Gross profit $ 12,885 $ 15,371 $ 21,531 $ 18,991 Income from operations $ 1,782 $ 2,763 $ 4,947 $ 4,207 Income before income tax expense $ 1,714 $ 2,729 $ 4,869 $ 4,175 Net income and comprehensive income $ 1,085 $ 1,733 $ 3,002 $ 2,672 Basic earnings per share $ 0.20 $ 0.28 $ 0.40 $ 0.35 Diluted earnings per share $ 0.18 $ 0.25 $ 0.38 $ 0.33 First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2014 Gross revenues $ 18,992 $ 29,229 $ 31,420 $ 28,741 Gross profit $ 9,354 $ 11,944 $ 12,718 $ 11,165 Income from operations $ 1,167 $ 1,741 $ 2,839 $ 2,496 Income before income tax expense $ 1,115 $ 1,664 $ 2,749 $ 2,441 Net income and comprehensive income $ 707 $ 1,054 $ 1,723 $ 1,409 Basic earnings per share $ 0.14 $ 0.21 $ 0.34 $ 0.27 Diluted earnings per share $ 0.13 $ 0.19 $ 0.31 $ 0.25 |
Note 18 - Subsequent Events
Note 18 - Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 1 8 – Subsequent Events On February 1, 2016, the Company acquired Sebesta, Inc. (“Sebesta”), a St. Paul, Minnesota-based mechanical, electrical and plumbing (MEP) engineering and energy management company. Primary clients include federal and state governments, power and utility companies, and major educational, healthcare, industrial and commercial property owners throughout the United States. Sebesta’s staff numbers 175 and operates from 12 offices in the Midwest, Texas, Mid-Atlantic and Northeast. The purchase price of this acquisition was $14,000 made entirely in cash from internal sources without using debt. Under the acquisition method of accounting, the Company will recognize the assets acquired and the liabilities assumed at their fair values and will record an allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The Company expects goodwill will be recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and the amount attributable to the reputation of the businesses acquired, the workforce in place and the synergies to be achieved from these acquisitions. The purchase price accounting is not completed at this time since the transaction recently closed on February 1, 2016. The Company expects to establish a preliminary purchase price allocation with respect to these transactions by the end of the first quarter of 2016. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 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 (“GAAP”) and have been prepared pursuant to the rules and regulations of the SEC . The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on management’s most recent assessment of underlying facts and circumstances using the most recent information available. Actual results could differ significantly from these estimates and assumptions, and the differences could be material. Estimates and assumptions are evaluated periodically and adjusted when necessary. The more significant estimates affecting amounts reported in the consolidated financial statements relate to the fair value estimates used in accounting for business combinations including the valuation of identifiable intangible assets and contingent consideration, fair value estimates in determining the fair value of its reporting units for goodwill impairment assessment, revenue recognition on the percentage-of-completion method, allowances for uncollectible accounts and provision for income taxes. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents include cash on deposit with financial institutions and investments in high quality overnight money market funds, all of which have maturities of three months or less when purchased. The Company from time to time may be exposed to credit risk with its bank deposits in excess of the Federal Deposit Insurance Corporation insurance limits and with uninsured money market investments. Management believes cash and cash equivalent balances are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. |
Concentration 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 42%, 45% and 65% of the Company’s gross revenues for the years ended December 31, 2015, 2014 and 2013, respectively, are from California-based projects and approximately 9%, 11% and 28% of revenues for the years ended December 31, 2015, 2014 and 2013, respectively, are from one client. Furthermore, approximately 63% and 38% of the Company’s accounts receivable as of December 31, 2015 and 2014 are from government and government-related contracts. Management continually evaluates the creditworthiness of these and future clients and provides for bad debt reserves as necessary. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of valuation hierarchy are defined as follows: Level 1 Level 2 Level 3 The Company considers cash and cash equivalents, accounts receivable, accounts payable, income taxes payable, accrued liabilities and debt obligations to meet the definition of financial instruments. As of December 31, 2015 and 2014, the carrying amount of cash and cash equivalents, accounts receivable, accounts payable, income taxes payable and accrued liabilities approximate their fair value due to the relatively short period of time between their origination and their expected realization or payment. The carrying amounts of debt obligations approximate their fair values as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics. 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. We review and re-assess the estimated fair value of 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. 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. The following table summarizes the changes in the carrying value of estimated contingent consideration: December 31, December 31, 2015 2014 Contingent consideration, beginning of the year $ 941 $ 971 Additions for acquisitions 1,306 285 Reduction of liability for payments made (633 ) (333 ) Increase (reduction) of liability related to re-measurement of fair value (335 ) 18 Contingent consideration, end of the year $ 1,279 $ 941 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment is stated at cost. Property and equipment acquired in a business combination is stated at fair value at the acquisition date. The Company capitalizes the cost of improvements to property and equipment that increase the value or extend the useful lives of the assets. Normal repair and maintenance costs are expensed as incurred. Depreciation and amortization is computed on a straight-line basis over the following estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the lesser of their estimated useful lives or the remaining terms of the related lease agreement. Asset Depreciation Period Office furniture and equipment (years) 5 Computer equipment 3 Survey and field equipment 5 Leasehold improvements Lesser of the estimated useful lives or remaining term of the lease Property and equipment balances are periodically reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. The Company has not recognized an impairment charge relating to property and equipment during the years ended December 31, 2015 and 2014. |
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 Global is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. 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. On August 1, 2015, 2014 and 2013, the Company conducted its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill. Based on these quantitative analyses the Company determined the fair value of each of its reporting units exceeded the carrying value of the reporting unit. Therefore, the goodwill was not impaired and the Company did not recognize an impairment charge relating to goodwill as of August 1, 2015, 2014 and 2013. There were no indicators, events or changes in circumstances to indicate that goodwill was impaired during the years ended December 31, 2015, 2014 and 2013. 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 years ended December 31, 2015, 2014 and 2013: Year Ended December 31, December 31, December 31, 2015 2014 2013 Numerator: Net income – basic and diluted $ 8,492 $ 4,893 $ 2,759 Denominator: Basic weighted average shares outstanding 6,773,135 5,102,058 3,660,289 Effect of dilutive non-vested restricted shares and units 332,014 326,660 265,514 Effect of issuable shares related to acquisitions 12,759 30,666 19,594 Effect of warrants 97,990 132,626 21,659 Diluted weighted average shares outstanding 7,215,898 5,592,010 3,967,056 |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company enters into contracts with its clients that contain two principal types of pricing provisions: cost-reimbursable and fixed-price. The majority of the Company’s contracts are cost-reimbursable contracts that fall under the subcategory of time and materials contracts. Cost-reimbursable contracts • Time and materials contracts are common for smaller scale professional and technical consulting and certification services projects. Under these types of contracts, there is no predetermined fee. Instead, the Company negotiates hourly billing rates and charges the clients based upon actual hours expended on a project. In addition, any direct project expenditures are passed through to the client and are typically reimbursed. These contracts may have a fixed-price element in the form of an initial not-to-exceed or guaranteed maximum price provision. • Cost-plus contracts are the predominant contracting method used by U.S. federal, state, and local governments. These contracts provide for reimbursement of the actual costs and overhead (at predetermine rates) incurred, plus a predetermined fee. Under some cost-plus contracts, the Company’s fee may be based on quality, schedule, and other performance factors. Fixed-price contracts. • Lump-sum contracts typically require the performance of all of the work under the contract for a specified lump-sum fee, subject to price adjustments if the scope of the project changes or unforeseen conditions arise. Many of the Company’s lump-sum contracts are negotiated and arise in the design of projects with a specified scope and project deliverables. • Fixed-unit price contracts typically require the performance of an estimated number of units of work at an agreed price per unit, with the total payment under the contract determined by the actual number of units performed. Revenues from engineering services are recognized in accordance with the accrual basis of accounting. Revenues under cost-reimbursable contracts are recognized when services are performed and revenues from fixed-price contracts are recognized on the percentage-of-completion method, generally measured by the direct costs incurred to date as compared to the estimated total direct costs for each contract. The Company includes other direct costs (for example, third party field labor, subcontractors, or the procurement of materials or equipment) in revenues and cost of revenue when the costs of these items are incurred, and the Company is responsible for the ultimate acceptability of such costs. Recognition of revenue under this method is dependent upon the accuracy of a variety of estimates, including engineering progress, materials quantities, achievement of milestones, labor productivity and cost estimates. Due to uncertainties inherent in the estimation process, it is possible that actual completion costs may vary from estimates. If estimated total costs on contracts indicate a loss or reduction to the percentage of total contract revenues recognized to date, these losses or reductions are recognized in the period in which the revisions are known. The cumulative effect of revisions to revenues, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, anticipated losses and others are recorded in the period in which the revisions are identified and the loss can be reasonably estimated. Such revisions could occur in any reporting period and the effects on the results of operations for that reporting period may be material depending on the size of the project or the adjustment. Change orders and claims typically result from changes in scope, specifications, design, performance, materials, sites, or period of completion. Costs related to change orders and claims are recognized when incurred. Change orders are included in total estimated contract revenues when it is probable that the change order will result in an addition to the contract value and can be reliably estimated. Federal Acquisition Regulations (“FAR”), which are applicable to the Company’s federal government contracts and may be incorporated in local and state agency contracts, limit the recovery of certain specified indirect costs on contracts. Cost-plus contracts covered by FAR or certain state and local agencies also may require an audit of actual costs and provide for upward or downward adjustments if actual recoverable costs differ from billed recoverable costs. Unbilled work results when the appropriate contract revenues has been recognized when services are performed or based on the percentage-of-completion accounting method but the revenue recorded has not been billed due to the billing terms defined in the contract. Unbilled amounts as of the reporting date are included within accounts receivable in the accompanying consolidated balance sheets. In certain circumstances, the contract may allow for billing terms that result in the cumulative amounts billed in excess of revenues recognized. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized on these contracts as of the reporting date. |
Advertising Costs, Policy [Policy Text Block] | Advertising Advertising costs are charged to expense in the period incurred and amounted to $195, $86 and $104 for the years ended December 31, 2015, 2014 and 2013, respectively. |
Loans and Leases Receivable, Allowance for Loan Losses Policy [Policy Text Block] | Allowance for Doubtful Accounts The Company records billed and unbilled receivables net of an allowance for doubtful accounts. The allowance is estimated based on management’s evaluation of the contracts involved and the financial condition of clients. Factors the Company considers include, but are not limited to: client type (federal government or commercial client), historical performance, historical collection trends and general economic conditions. The allowance is increased by the Company’s provision for doubtful accounts which is charged against income. All recoveries on receivables previously charged off are credited to the accounts receivable recovery account are included in income, while direct charge-offs of receivables are deducted from the allowance. |
Lease, Policy [Policy Text Block] | Leases The Company’s office leases are classified as operating leases and rent expense is included in facilities and facilities related expense in the Company’s consolidated statements of comprehensive income. Some lease terms include rent and other concessions and rent escalation clauses which are included in computing minimum lease payments. Minimum lease payments are recognized on a straight-line basis over the minimum lease term. The variance of rent expense recognized from the amounts contractually due pursuant to the underlying leases is included in accrued liabilities in the Company’s consolidated balance sheets. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes in accordance with ASC Topic No. 740 “ Income Taxes The Company recognizes the consolidated financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applies the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. The Company’s policy is to classify interest and penalties as income tax expense. |
Note 2 - Summary of Significa26
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | December 31, December 31, 2015 2014 Contingent consideration, beginning of the year $ 941 $ 971 Additions for acquisitions 1,306 285 Reduction of liability for payments made (633 ) (333 ) Increase (reduction) of liability related to re-measurement of fair value (335 ) 18 Contingent consideration, end of the year $ 1,279 $ 941 |
Schedule of Property, Plant and Equipment, Estimated Useful Life [Table Text Block] | Asset Depreciation Period Office furniture and equipment (years) 5 Computer equipment 3 Survey and field equipment 5 Leasehold improvements Lesser of the estimated useful lives or remaining term of the lease |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended December 31, December 31, December 31, 2015 2014 2013 Numerator: Net income – basic and diluted $ 8,492 $ 4,893 $ 2,759 Denominator: Basic weighted average shares outstanding 6,773,135 5,102,058 3,660,289 Effect of dilutive non-vested restricted shares and units 332,014 326,660 265,514 Effect of issuable shares related to acquisitions 12,759 30,666 19,594 Effect of warrants 97,990 132,626 21,659 Diluted weighted average shares outstanding 7,215,898 5,592,010 3,967,056 |
Note 4 - Business Acquisitions
Note 4 - Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | December 31, December 31, 2015 2014 Cash $ 1,033 $ - Accounts receivable 16,050 2,567 Property and equipment 793 116 Prepaid expenses 457 41 Other assets 118 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 (13,521 ) (576 ) Deferred tax liabilities (2,238 ) - Net assets acquired 12,461 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) $ 10,537 $ 4,036 |
Business Acquisition, Pro Forma Information [Table Text Block] | For the year ended December 31, December 31, 2015 2014 Gross revenues $ 173,192 $ 158,906 Comprehensive income $ 8,252 $ 7,431 Basic earnings per share $ 1.22 $ 1.41 Diluted earnings per share $ 1.14 $ 1.29 |
Note 5 - Accounts Receivable,28
Note 5 - Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | December 31, December 31, 2015 2014 Billed $ 32,806 $ 18,897 Unbilled 15,678 8,336 Contract retentions 799 627 49,283 27,860 Less: allowance for doubtful accounts (1,536 ) (845 ) Accounts receivable, net $ 47,747 $ 27,015 |
Allowance for Credit Losses on Financing Receivables [Table Text Block] | December 31, December 31, 2015 2014 Balance as of the beginning of the year $ 845 $ 1,320 Provision for doubtful accounts 164 (136 ) Write-offs of uncollectible accounts (269 ) (339 ) Other (1) 796 - Balance as of the end of the year $ 1,536 $ 845 |
Note 6 - Property and Equipme29
Note 6 - Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | December 31, December 31, 2015 2014 Office furniture and equipment $ 459 $ 341 Computer equipment 3,165 1,571 Survey and field equipment 1,265 1,027 Leasehold improvements 1,165 1,096 6,054 4,035 Accumulated depreciation (2,963 ) (2,410 ) Property and equipment – net $ 3,091 $ 1,625 |
Note 7 - Goodwill and Intangi30
Note 7 - Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | December 31, December 31, 2015 2014 Balance as of the beginning of the year $ 11,142 $ 7,106 Acquisitions 10,537 4,036 Balance as of the end of the period $ 21,679 $ 11,142 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships $ 12,614 $ (3,643 ) $ 8,971 $ 6,780 $ (2,449 ) $ 4,331 Trade name 2,262 (1,626 ) 636 1,227 (1,048 ) 179 Customer backlog 2,709 (1,420 ) 1,289 1,200 (952 ) 248 Favorable lease 778 (44 ) 734 - - - Non-compete 1,286 (549 ) 737 672 (209 ) 463 Total $ 19,649 $ (7,282 ) $ 12,367 $ 9,879 $ (4,658 ) $ 5,221 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | Weighted Average Useful Life Customer relationships 10.0 Trade name 1.7 Customer backlog 5.2 Favorable leases 8.8 Non-compete 3.9 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Period ending December 31, Amount 2016 $ 2,523 2017 1,957 2018 1,562 2019 1,465 2020 1,159 Thereafter 3,701 Total $ 12,367 |
Note 8 - Accrued Liabilities (T
Note 8 - Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | December 31, December 31, 2015 2014 Stock payable for acquisitions $ - $ 46 Deferred rent 615 530 Payroll and related taxes 3,131 1,507 Professional liability reserve 216 136 Benefits 639 123 Accrued vacation 2,994 1,386 Other 1,969 1,035 Total $ 9,564 $ 4,763 |
Note 9 - Notes Payable (Tables)
Note 9 - Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | December 31, December 31, 2015 2014 Term Loan $ - $ 318 Note Payable 754 1,231 Uncollateralized promisory notes 9,953 4,707 Total Notes Payable 10,707 6,256 Current portion of notes payable (4,347 ) (2,878 ) Notes payable, less current portion $ 6,360 $ 3,378 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Period ending December 31, Amount 2016 $ 4,347 2017 3,406 2018 1,636 2019 1,318 Total $ 10,707 |
Note 11 - Leases (Tables)
Note 11 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Period ending December 31, Amount 2016 $ 5,099 2017 4,441 2018 3,688 2019 2,280 2020 2,015 Thereafter 5,428 Total minimum lease payments $ 22,951 |
Note 13 - Stock-Based Compens34
Note 13 - Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 223,578 $ 17.36 Vested (406,923 ) $ 2.41 Forfeited (8,251 ) $ 10.70 Unvested shares as of December 31, 2015 430,816 $ 13.08 |
Note 15 - Income Taxes (Tables)
Note 15 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended December 31, December 31, December 31, 2015 2014 2013 Current: Federal $ 4,557 $ 2,519 $ 1,369 State 1,104 309 71 Total current income tax expense 5,661 2,828 1,440 Deferred: Federal (565 ) 191 (409 ) State (101 ) 57 (157 ) Total deferred income tax (benefit) (666 ) 248 (566 ) Total income tax expense $ 4,995 $ 3,076 $ 874 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, December 31, 2015 2014 Deferred tax asset: Allowance for doubtful accounts $ 430 $ 251 Accrued compensation 1,722 867 Deferred rent 295 220 Acquired intangibles - 498 State income taxes 251 36 Other 161 120 Total deferred tax asset 2,859 1,992 Deferred tax liability: Acquired intangibles (2,129 ) - Depreciation and amortization (699 ) (294 ) Other (173 ) (217 ) Total deferred tax liability (3,001 ) (511 ) Net deferred tax asset (liability) $ (142 ) $ 1,481 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended December 31, December 31, December 31, 2015 2014 2013 Tax at federal statutory rate $ 4,586 $ 2,709 1,235 State taxes, net of Federal benefit 742 392 227 Federal and state tax credits (200 ) (283 ) (367 ) Changes in unrecognized tax position 20 550 - Discrete federal tax benefit - - (168 ) Domestic production activities deduction (312 ) (230 ) (107 ) Other permanent differences, net 159 (62 ) 54 Total income tax expense $ 4,995 $ 3,076 874 |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | Year ended December 31, 2015 Unrecognized tax benefits—beginning of the year $ 550 Gross increases/(decrease)—prior year 20 Gross increases/(decrease)—current year - Unrecognized tax benefits—end of the year $ 570 |
Note 16 - Reportable Segments (
Note 16 - Reportable Segments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Year Ended December 31, December 31, December 31, 2015 2014 2013 Gross revenues INF $ 84,873 $ 64,325 $ 35,786 CQA 29,100 25,201 17,399 PM 41,944 19,561 15,756 Elimiantion of inter- segment revenues (1,262 ) (705 ) (709 ) Total gross revenues $ 154,655 $ 108,382 $ 68,232 Operating income INF $ 10,462 $ 6,847 $ 3,700 CQA 5,120 5,720 4,319 PM 9,651 3,619 2,655 Corporate (1) (11,746 ) (8,217 ) (7,041 ) Total operating income $ 13,487 $ 7,969 $ 3,633 December 31, December 31, 2015 2014 Assets INF $ 39,350 $ 18,152 CQA 16,722 13,510 PM 9,060 5,071 Corporate (1) 46,637 18,657 Total assets $ 111,769 $ 55,390 |
Note 17 - Quarterly Financial37
Note 17 - Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2015 Gross revenues $ 29,153 $ 34,481 $ 48,701 $ 42,320 Gross profit $ 12,885 $ 15,371 $ 21,531 $ 18,991 Income from operations $ 1,782 $ 2,763 $ 4,947 $ 4,207 Income before income tax expense $ 1,714 $ 2,729 $ 4,869 $ 4,175 Net income and comprehensive income $ 1,085 $ 1,733 $ 3,002 $ 2,672 Basic earnings per share $ 0.20 $ 0.28 $ 0.40 $ 0.35 Diluted earnings per share $ 0.18 $ 0.25 $ 0.38 $ 0.33 First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2014 Gross revenues $ 18,992 $ 29,229 $ 31,420 $ 28,741 Gross profit $ 9,354 $ 11,944 $ 12,718 $ 11,165 Income from operations $ 1,167 $ 1,741 $ 2,839 $ 2,496 Income before income tax expense $ 1,115 $ 1,664 $ 2,749 $ 2,441 Net income and comprehensive income $ 707 $ 1,054 $ 1,723 $ 1,409 Basic earnings per share $ 0.14 $ 0.21 $ 0.34 $ 0.27 Diluted earnings per share $ 0.13 $ 0.19 $ 0.31 $ 0.25 |
Note 1 - Organization and Nat38
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 ($)shares | Jan. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Jan. 05, 2015$ / sharesshares |
Note 1 - Organization and Nature of Business Operations (Details) [Line Items] | |||||||||||||
Number of Business Locations | 53 | ||||||||||||
Business Combination, Consideration Transferred | $ 22,998 | $ 9,846 | |||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,644,500 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 214,500 | ||||||||||||
Proceeds from Issuance of Common Stock | $ 29,400 | 32,068 | $ 9,660 | ||||||||||
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 | $ 5 | $ 7,183 | |||||||||
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 | ||||||||||||
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 | ||||||||||||
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 Significa39
Note 2 - Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Impairment of Long-Lived Assets Held-for-use (in Dollars) | $ 0 | $ 0 | |
Advertising Expense (in Dollars) | $ 195,000 | $ 86,000 | $ 104,000 |
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration Risk, Percentage | 42.00% | 45.00% | 65.00% |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration Risk, Percentage | 9.00% | 11.00% | 28.00% |
Accounts Receivable [Member] | Government Contracts Concentration Risk [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration Risk, Percentage | 63.00% | 38.00% | |
Restricted Stock [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 413,088 | 607,906 | 505,544 |
Note 2 - Summary of Significa40
Note 2 - Summary of Significant Accounting Policies (Details) - Summary of the Changes in the Carrying Value of Estimated Contingent Consideration - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of the Changes in the Carrying Value of Estimated Contingent Consideration [Abstract] | ||
Contingent consideration, beginning of the year | $ 941 | $ 971 |
Additions for acquisitions | 1,306 | 285 |
Reduction of liability for payments made | (633) | (333) |
Increase (reduction) of liability related to re-measurement of fair value | (335) | 18 |
Contingent consideration, end of the year | $ 1,279 | $ 941 |
Note 2 - Summary of Significa41
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives of Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Office Furniture and Equipment [Member] | |
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives of Property and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer Equipment [Member] | |
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives of Property and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Survey And Field Equipment [Member] | |
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives of Property and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Leasehold Improvements [Member] | |
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Useful Lives of Property and Equipment [Line Items] | |
Leasehold improvements | Lesser of the estimated useful lives or remaining term of the lease |
Note 2 - Summary of Significa42
Note 2 - Summary of Significant Accounting Policies (Details) - Reconciliation of Basic and Diluted Earnings Per Share - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator: | |||||||||||
Net income – basic and diluted (in Dollars) | $ 2,672 | $ 3,002 | $ 1,733 | $ 1,085 | $ 1,409 | $ 1,723 | $ 1,054 | $ 707 | $ 8,492 | $ 4,893 | $ 2,759 |
Denominator: | |||||||||||
Basic weighted average shares outstanding | 6,773,135 | 5,102,058 | 3,660,289 | ||||||||
Effect of dilutive non-vested restricted shares and units | 332,014 | 326,660 | 265,514 | ||||||||
Effect of issuable shares related to acquisitions | 12,759 | 30,666 | 19,594 | ||||||||
Effect of warrants | 97,990 | 132,626 | 21,659 | ||||||||
Diluted weighted average shares outstanding | 7,215,898 | 5,592,010 | 3,967,056 |
Note 4 - Business Acquisition43
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 | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Sep. 30, 2015USD ($) |
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 | ||||||||||
Business Combination, Contingent Consideration, Liability | 1,279,000 | 941,000 | $ 971,000 | |||||||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 3.75% | |||||||||||
Long-term Debt, Percentage Bearing Variable Interest, Amount | 9,953,000 | 4,707,000 | ||||||||||
Notes Payable | 754,000 | 1,231,000 | ||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 2,640,000 | |||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 36,790,000 | 27,400,000 | 3,700,000 | |||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 4,964,000 | 1,100,000 | 600,000 | |||||||||
General and Administrative Expense [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Acquisition Related Costs | 719,000 | 292,000 | $ 30,000 | |||||||||
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 | ||||||||||
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 | |||||||||||
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 | |||||||||||
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 | |||||||||||
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 | |||||||||||
Owner's Representative Services, Inc [Member] | Estimate of Fair Value Measurement [Member] | ||||||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||||||
Business Combination, Contingent Consideration, Liability | $ 231,000 | 285,000 | ||||||||||
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 | |||||||||||
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 | |||||||||||
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 | |||||||||||
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 | |||||||||||
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] | 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 | 294,000 | ||||||||||
Notes Payable | 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% | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | $ 450,000 | |||||||||||
Notes Payable | 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 | 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 | $ 200,000 | ||||||||||
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 | $ 278,000 |
Note 4 - Business Acquisition44
Note 4 - Business Acquisitions (Details) - Fair Value of Assets Acquired and Liabilities Assumed - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 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 | 457 | 41 |
Other assets | 118 | 7 |
Intangible assets: | ||
Total Assets | 28,220 | 6,386 |
Liabilities | (13,521) | (576) |
Deferred tax liabilities | (2,238) | |
Net assets acquired | 12,461 | 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) | 10,537 | 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 Acquisition45
Note 4 - Business Acquisitions (Details) - Pro Forma Consolidated Results of Operations - NV5, LLC, JLA, and RBA Acquisitions [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Note 4 - Business Acquisitions (Details) - Pro Forma Consolidated Results of Operations [Line Items] | ||
Gross revenues | $ 173,192 | $ 158,906 |
Comprehensive income | $ 8,252 | $ 7,431 |
Basic earnings per share | $ 1.22 | $ 1.41 |
Diluted earnings per share | $ 1.14 | $ 1.29 |
Note 5 - Accounts Receivable,46
Note 5 - Accounts Receivable, Net (Details) - Components of Accounts Receivable, Net - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 49,283 | $ 27,860 |
Less: allowance for doubtful accounts | (1,536) | (845) |
Accounts receivable, net | 47,747 | 27,015 |
Billed [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 32,806 | 18,897 |
Unbilled [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 15,678 | 8,336 |
Contract Retentions [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 799 | $ 627 |
Note 5 - Accounts Receivable,47
Note 5 - Accounts Receivable, Net (Details) - Activity in the Allowance for Doubtful Accounts - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Activity in the Allowance for Doubtful Accounts [Abstract] | ||||
Balance as of the beginning of the year | $ 845 | $ 1,320 | ||
Provision for doubtful accounts | 164 | (136) | $ 22 | |
Write-offs of uncollectible accounts | (269) | (339) | ||
Other (1) | [1] | 796 | ||
Balance as of the end of the year | $ 1,536 | $ 845 | $ 1,320 | |
[1] | Includes allowances from new business acquisitions. |
Note 6 - Property and Equipme48
Note 6 - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 844 | $ 561 | $ 536 |
Note 6 - Property and Equipme49
Note 6 - Property and Equipment, Net (Details) - Components of Property and Equipment, Net - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 6,054 | $ 4,035 |
Accumulated depreciation | (2,963) | (2,410) |
Property and equipment – net | 3,091 | 1,625 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 459 | 341 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 3,165 | 1,571 |
Survey And Field Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,265 | 1,027 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,165 | $ 1,096 |
Note 7 - Goodwill and Intangi50
Note 7 - Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ||||
Goodwill (in Dollars) | $ 21,679 | $ 11,142 | $ 7,106 | |
Amortization of Intangible Assets (in Dollars) | 2,624 | $ 1,427 | $ 978 | |
INF [Member] | ||||
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ||||
Goodwill (in Dollars) | 13,482 | |||
CQA [Member] | ||||
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ||||
Goodwill (in Dollars) | 2,002 | |||
PM [Member] | ||||
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ||||
Goodwill (in Dollars) | $ 6,195 | |||
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 Intangi51
Note 7 - Goodwill and Intangible Assets (Details) - Goodwill - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Abstract] | ||
Balance as of the beginning of the year | $ 11,142 | $ 7,106 |
Acquisitions | 10,537 | 4,036 |
Balance as of the end of the period | $ 21,679 | $ 11,142 |
Note 7 - Goodwill and Intangi52
Note 7 - Goodwill and Intangible Assets (Details) - Intangible Assets, Net - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 19,649 | $ 9,879 |
Intangible assets, accumulated amortization | (7,282) | (4,658) |
Intangible assets, net | 12,367 | 5,221 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 12,614 | 6,780 |
Intangible assets, accumulated amortization | (3,643) | (2,449) |
Intangible assets, net | 8,971 | 4,331 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 2,262 | 1,227 |
Intangible assets, accumulated amortization | (1,626) | (1,048) |
Intangible assets, net | 636 | 179 |
Customer Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 2,709 | 1,200 |
Intangible assets, accumulated amortization | (1,420) | (952) |
Intangible assets, net | 1,289 | 248 |
Off-Market Favorable Lease [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 778 | |
Intangible assets, accumulated amortization | (44) | |
Intangible assets, net | 734 | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,286 | 672 |
Intangible assets, accumulated amortization | (549) | (209) |
Intangible assets, net | $ 737 | $ 463 |
Note 7 - Goodwill and Intangi53
Note 7 - Goodwill and Intangible Assets (Details) - Weighted Average Useful Lives of Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Useful Life | 10 years |
Trade Names [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Useful Life | 1 year 255 days |
Order or Production Backlog [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Useful Life | 5 years 73 days |
Off-Market Favorable Lease [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Useful Life | 8 years 292 days |
Noncompete Agreements [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Useful Life | 3 years 328 days |
Note 7 - Goodwill and Intangi54
Note 7 - Goodwill and Intangible Assets (Details) - Estimated Future Amortization Expense of Intangible Assets $ in Thousands | Dec. 31, 2015USD ($) |
Estimated Future Amortization Expense of Intangible Assets [Abstract] | |
2,016 | $ 2,523 |
2,017 | 1,957 |
2,018 | 1,562 |
2,019 | 1,465 |
2,020 | 1,159 |
Thereafter | 3,701 |
Total | $ 12,367 |
Note 8 - Accrued Liabilities (D
Note 8 - Accrued Liabilities (Details) - Accrued Liabilities - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities [Abstract] | ||
Stock payable for acquisitions | $ 46 | |
Deferred rent | $ 615 | 530 |
Payroll and related taxes | 3,131 | 1,507 |
Professional liability reserve | 216 | 136 |
Benefits | 639 | 123 |
Accrued vacation | 2,994 | 1,386 |
Other | 1,969 | 1,035 |
Total | $ 9,564 | $ 4,763 |
Note 9 - Notes Payable (Details
Note 9 - Notes Payable (Details) $ in Thousands | 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 ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jul. 20, 2015USD ($) | Dec. 31, 2013 |
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Notes Payable to Bank | $ 318 | ||||||||||||||||
Notes Payable | $ 754 | 1,231 | |||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 1,307 | $ 286 | |||||||||||||||
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 | ||||||||||||||||
Owner's Representative Services, Inc [Member] | Future Event June 30, 2016 [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 225 | ||||||||||||||||
AK Environmental, LLC [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 3,000 | ||||||||||||||||
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 | ||||||||||||||||
AK Environmental, LLC [Member] | Future Event March 21, 2017 [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment | 1,000 | ||||||||||||||||
AK Environmental, LLC [Member] | Future Event March 21, 2016 [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,000 | ||||||||||||||||
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 | ||||||||||||||||
Air Quality Consulting, Inc. [Member] | Future Event January 31, 2016 [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment | 150 | ||||||||||||||||
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 | $ 8,000 | |||||||||||||||
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 | ||||||||||||||||
Long-term Line of Credit | 146 | 0 | |||||||||||||||
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 | |||||||||||||||
Note Payable - Former Stockholder of Nolte [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 100 | ||||||||||||||||
Notes Payable | $ 754 | $ 1,231 | |||||||||||||||
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 | ||||||||||||||||
Uncollateralized Promissory Note [Member] | Future Event, July 2015 [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 500 | ||||||||||||||||
Uncollateralized Promissory Note [Member] | Future Event July 2016 [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 500 | ||||||||||||||||
Uncollateralized Promissory Note [Member] | RBA Group, Inc. [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Notes Payable | $ 4,000 | ||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 4,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||
Number of Equal Installments | 4 | ||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,000 | ||||||||||||||||
Uncollateralized Promissory Note [Member] | Allwyn Priorities, LLC. [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 167 | ||||||||||||||||
Notes Payable | 500 | ||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ||||||||||||||||
Number of Equal Installments | 3 | ||||||||||||||||
Debt Instrument, Periodic Payment | $ 167 | ||||||||||||||||
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 | ||||||||||||||||
Notes Payable | 500 | ||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||
Number of Equal Installments | 2 | ||||||||||||||||
Debt Instrument, Periodic Payment | $ 250 | ||||||||||||||||
Uncollateralized Promissory Note [Member] | Joslin Lesser and Associates [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Notes Payable | 1,250 | ||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,250 | ||||||||||||||||
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 | ||||||||||||||||
Debt Instrument, Periodic Payment | 313 | ||||||||||||||||
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 | ||||||||||||||||
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 | ||||||||||||||||
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 | ||||||||||||||||
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 | $ 200 | |||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 300 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||
Number of Equal Installments | 3 | ||||||||||||||||
Debt Instrument, Face Amount | $ 300 | ||||||||||||||||
Uncollateralized Promissory Note [Member] | Buric Companies [Member] | Future Event November 2015 [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment | 100 | ||||||||||||||||
Uncollateralized Promissory Note [Member] | Buric Companies [Member] | Future Event November 2016 [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment | 100 | ||||||||||||||||
Uncollateralized Promissory Note [Member] | Buric Companies [Member] | Future Event November 2017 [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 100 | ||||||||||||||||
Uncollateralized Promissory Note [Member] | Owner's Representative Services, Inc [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Notes Payable | 221 | 434 | |||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 450 | ||||||||||||||||
Number of Equal Installments | 2 | ||||||||||||||||
Debt Instrument, Face Amount | $ 450 | ||||||||||||||||
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 | ||||||||||||||||
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 | ||||||||||||||||
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 | 3,000 | |||||||||||||||
Number of Equal Installments | 3 | ||||||||||||||||
Debt Instrument, Face Amount | $ 3,000 | ||||||||||||||||
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 | ||||||||||||||||
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 | ||||||||||||||||
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 | ||||||||||||||||
Uncollateralized Promissory Note [Member] | Air Quality Consulting, Inc. [Member] | |||||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||||
Notes Payable | 150 | 294 | |||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 300 | ||||||||||||||||
Number of Equal Installments | 2 | ||||||||||||||||
Debt Instrument, Face Amount | $ 300 | $ 300 | |||||||||||||||
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 | ||||||||||||||||
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 | ||||||||||||||||
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 | |||||||||||||||
Number of Equal Installments | 2 | ||||||||||||||||
Debt Instrument, Face Amount | $ 92 | ||||||||||||||||
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 | ||||||||||||||||
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 | ||||||||||||||||
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 | $ 133 | |||||||||||||||
Number of Equal Installments | 3 | ||||||||||||||||
Debt Instrument, Face Amount | $ 200 | ||||||||||||||||
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 | ||||||||||||||||
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 | ||||||||||||||||
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 | ||||||||||||||||
Notes Payable | $ 0 | $ 500 | |||||||||||||||
Number of Equal Installments | 3 | ||||||||||||||||
Debt Instrument, Face Amount | $ 2,000 | ||||||||||||||||
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 | ||||||||||||||||
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 | $ 278 | ||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 3,000 | ||||||||||||||||
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 (Detai57
Note 9 - Notes Payable (Details) - Notes Payable - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Notes Payable [Abstract] | ||
Term Loan | $ 318 | |
Note Payable | $ 754 | 1,231 |
Uncollateralized promisory notes | 9,953 | 4,707 |
Total Notes Payable | 10,707 | 6,256 |
Current portion of notes payable | (4,347) | (2,878) |
Notes payable, less current portion | $ 6,360 | $ 3,378 |
Note 9 - Notes Payable (Detai58
Note 9 - Notes Payable (Details) - Future Contractual Maturities of Long-term Debt - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Future Contractual Maturities of Long-term Debt [Abstract] | ||
2,016 | $ 4,347 | |
2,017 | 3,406 | |
2,018 | 1,636 | |
2,019 | 1,318 | |
Total | $ 10,707 | $ 6,256 |
Note 10 - Stock Repurchase Ob59
Note 10 - Stock Repurchase Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 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 11 - Leases (Details)
Note 11 - Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Note 11 - Leases (Details) [Line Items] | |||
Operating Leases, Rent Expense | $ 4,950 | $ 3,198 | $ 3,325 |
Investor [Member] | |||
Note 11 - Leases (Details) [Line Items] | |||
Operating Leases, Rent Expense | 24 | 58 | 223 |
Various Office Facilities [Member] | |||
Note 11 - Leases (Details) [Line Items] | |||
Operating Leases, Rent Expense | $ 4,049 | $ 2,668 | $ 2,863 |
Note 11 - Leases (Details) - Fu
Note 11 - Leases (Details) - Future Minimum Payments $ in Thousands | Dec. 31, 2015USD ($) |
Future Minimum Payments [Abstract] | |
2,016 | $ 5,099 |
2,017 | 4,441 |
2,018 | 3,688 |
2,019 | 2,280 |
2,020 | 2,015 |
Thereafter | 5,428 |
Total minimum lease payments | $ 22,951 |
Note 13 - Stock-Based Compens62
Note 13 - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity Plan 2011 [Member] | |||
Note 13 - Stock-Based Compensation (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 519,579 | ||
Rate of Increase (Decrease) in Shares Authorized for Issuance | 3.50% | ||
Restricted Stock [Member] | |||
Note 13 - Stock-Based Compensation (Details) [Line Items] | |||
Allocated Share-based Compensation Expense | $ 1,696 | $ 752 | $ 365 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 3,523 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 109 days | ||
Minimum [Member] | Restricted Stock [Member] | Equity Plan 2011 [Member] | |||
Note 13 - 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 13 - Stock-Based Compensation (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Note 13 - Stock-Based Compens63
Note 13 - Stock-Based Compensation (Details) - Restricted Stock Awards - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Note 13 - 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 | $ / shares | $ 4.53 |
Unvested shares as of December 31, 2015 | shares | 430,816 |
Unvested shares as of December 31, 2015 | $ / shares | $ 13.08 |
Granted | shares | 223,578 |
Granted | $ / shares | $ 17.36 |
Vested | shares | (406,923) |
Vested | $ / shares | $ 2.41 |
Forfeited | shares | (8,251) |
Forfeited | $ / shares | $ 10.70 |
Note 14 - Employee Benefit Pl64
Note 14 - Employee Benefit Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 420 | $ 309 | $ 232 |
Note 15 - Income Taxes (Details
Note 15 - Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Note 15 - Income Taxes (Details) [Line Items] | |||
Deferred Tax Assets, Net, Current | $ 1,440,000 | $ 358,000 | |
Deferred Tax Liabilities, Net, Noncurrent | 1,582,000 | ||
Deferred Tax Assets, Net, Noncurrent | 1,123,000 | ||
Deferred Tax Assets, Valuation Allowance | 0 | $ 0 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | $ 2,238,000 | ||
Effective Income Tax Rate Reconciliation, Percent | 37.00% | 38.60% | 24.10% |
Effective Income Tax Rate Reconciliation, Federal and State Income Tax Rate, Percent | 39.00% | 39.00% | 39.00% |
Unrecognized Tax Benefits | $ 570,000 | $ 550,000 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 570,000 | ||
Joslin Lesser and Associates [Member] | |||
Note 15 - Income Taxes (Details) [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | $ 2,962,000 |
Note 15 - Income Taxes (Detai66
Note 15 - Income Taxes (Details) - Income Tax Expense (Benefit) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal | $ 4,557 | $ 2,519 | $ 1,369 |
State | 1,104 | 309 | 71 |
Total current income tax expense | 5,661 | 2,828 | 1,440 |
Deferred: | |||
Federal | (565) | 191 | (409) |
State | (101) | 57 | (157) |
Total deferred income tax (benefit) | (666) | 248 | (566) |
Total income tax expense | $ 4,995 | $ 3,076 | $ 874 |
Note 15 - Income Taxes (Detai67
Note 15 - Income Taxes (Details) - Net Deferred Income Tax Asset (Liability) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax asset: | ||
Allowance for doubtful accounts | $ 430 | $ 251 |
Accrued compensation | 1,722 | 867 |
Deferred rent | 295 | 220 |
Acquired intangibles | 498 | |
State income taxes | 251 | 36 |
Other | 161 | 120 |
Total deferred tax asset | 2,859 | 1,992 |
Deferred tax liability: | ||
Acquired intangibles | (2,129) | |
Depreciation and amortization | (699) | (294) |
Other | (173) | (217) |
Total deferred tax liability | (3,001) | (511) |
Net deferred tax asset (liability) | $ (142) | $ 1,481 |
Note 15 - Income Taxes (Detai68
Note 15 - Income Taxes (Details) - Income Tax Expense (Benefit) Reconciliation - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Expense (Benefit) Reconciliation [Abstract] | |||
Tax at federal statutory rate | $ 4,586 | $ 2,709 | $ 1,235 |
State taxes, net of Federal benefit | 742 | 392 | 227 |
Federal and state tax credits | (200) | (283) | (367) |
Changes in unrecognized tax position | 20 | 550 | |
Discrete federal tax benefit | (168) | ||
Domestic production activities deduction | (312) | (230) | (107) |
Other permanent differences, net | 159 | (62) | 54 |
Total income tax expense | $ 4,995 | $ 3,076 | $ 874 |
Note 15 - Income Taxes (Detai69
Note 15 - Income Taxes (Details) - Unrecognized Tax Liability $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Unrecognized Tax Liability [Abstract] | |
Unrecognized tax benefits—beginning of the year | $ 550 |
Unrecognized tax benefits—end of the year | 570 |
Gross increases/(decrease)—prior year | $ 20 |
Note 16 - Reportable Segments70
Note 16 - Reportable Segments (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Segment Reporting [Abstract] | |||
Number of Reportable Segments | 3 | ||
Amortization of Intangible Assets | $ 2,624 | $ 1,427 | $ 978 |
Note 16 - Reportable Segments71
Note 16 - Reportable Segments (Details) - Summarized Financial Information - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Gross revenues | ||||||||||||
Gross revenues | $ 42,320 | $ 48,701 | $ 34,481 | $ 29,153 | $ 28,741 | $ 31,420 | $ 29,229 | $ 18,992 | $ 154,655 | $ 108,382 | $ 68,232 | |
Operating income | ||||||||||||
Income before income taxes | 4,175 | $ 4,869 | $ 2,729 | $ 1,714 | 2,441 | $ 2,749 | $ 1,664 | $ 1,115 | 13,487 | 7,969 | 3,633 | |
Assets | ||||||||||||
Assets | 111,769 | 55,390 | 111,769 | 55,390 | ||||||||
Intersegment Eliminations [Member] | ||||||||||||
Gross revenues | ||||||||||||
Gross revenues | (1,262) | (705) | (709) | |||||||||
Corporate, Non-Segment [Member] | ||||||||||||
Operating income | ||||||||||||
Income before income taxes | [1] | (11,746) | (8,217) | (7,041) | ||||||||
Assets | ||||||||||||
Assets | [2] | 46,637 | 18,657 | 46,637 | 18,657 | |||||||
INF [Member] | Operating Segments [Member] | ||||||||||||
Gross revenues | ||||||||||||
Gross revenues | 84,873 | 64,325 | 35,786 | |||||||||
Operating income | ||||||||||||
Income before income taxes | 10,462 | 6,847 | 3,700 | |||||||||
Assets | ||||||||||||
Assets | 39,350 | 18,152 | 39,350 | 18,152 | ||||||||
CQA [Member] | Operating Segments [Member] | ||||||||||||
Gross revenues | ||||||||||||
Gross revenues | 29,100 | 25,201 | 17,399 | |||||||||
Operating income | ||||||||||||
Income before income taxes | 5,120 | 5,720 | 4,319 | |||||||||
Assets | ||||||||||||
Assets | 16,722 | 13,510 | 16,722 | 13,510 | ||||||||
PM [Member] | Operating Segments [Member] | ||||||||||||
Gross revenues | ||||||||||||
Gross revenues | 41,944 | 19,561 | 15,756 | |||||||||
Operating income | ||||||||||||
Income before income taxes | 9,651 | 3,619 | $ 2,655 | |||||||||
Assets | ||||||||||||
Assets | $ 9,060 | $ 5,071 | $ 9,060 | $ 5,071 | ||||||||
[1] | Includes amortization of intangibles of $2,624, $1,427 and $978 for the years ended December 31, 2015, 2014 and 2013, respectively. | |||||||||||
[2] | Corporate assets consist of intercomany eliminations and assets not allocated to segments including cash and cash equivalents, deferred income taxes and certain other assets. |
Note 17 - Quarterly Financial72
Note 17 - Quarterly Financial Information (Unaudited) (Details) - Quarterly Financial Information - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information [Abstract] | |||||||||||
Gross revenues | $ 42,320 | $ 48,701 | $ 34,481 | $ 29,153 | $ 28,741 | $ 31,420 | $ 29,229 | $ 18,992 | $ 154,655 | $ 108,382 | $ 68,232 |
Gross profit | 18,991 | 21,531 | 15,371 | 12,885 | 11,165 | 12,718 | 11,944 | 9,354 | 68,778 | 45,181 | 34,816 |
Income from operations | 4,207 | 4,947 | 2,763 | 1,782 | 2,496 | 2,839 | 1,741 | 1,167 | 13,699 | 8,243 | 3,896 |
Income before income tax expense | 4,175 | 4,869 | 2,729 | 1,714 | 2,441 | 2,749 | 1,664 | 1,115 | 13,487 | 7,969 | 3,633 |
Net income and comprehensive income | $ 2,672 | $ 3,002 | $ 1,733 | $ 1,085 | $ 1,409 | $ 1,723 | $ 1,054 | $ 707 | $ 8,492 | $ 4,893 | $ 2,759 |
Basic earnings per share (in Dollars per share) | $ 0.35 | $ 0.40 | $ 0.28 | $ 0.20 | $ 0.27 | $ 0.34 | $ 0.21 | $ 0.14 | $ 1.25 | $ 0.96 | $ 0.75 |
Diluted earnings per share (in Dollars per share) | $ 0.33 | $ 0.38 | $ 0.25 | $ 0.18 | $ 0.25 | $ 0.31 | $ 0.19 | $ 0.13 | $ 1.18 | $ 0.87 | $ 0.70 |
Note 18 - Subsequent Events (De
Note 18 - Subsequent Events (Details) - USD ($) $ in Thousands | Feb. 01, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Note 18 - Subsequent Events (Details) [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 533 | $ 233 | |
Sebesta, Inc. [Member] | Subsequent Event [Member] | |||
Note 18 - Subsequent Events (Details) [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 14,000 |