Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 04, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | NV5 Global, Inc. | |
Trading Symbol | nvee | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 8,280,615 | |
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 | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 10,333 | $ 23,476 |
Accounts receivable, net of allowance for doubtful accounts of $1,865 and $1,536 as of March 31, 2016 and December 31, 2015, respectively | 52,208 | 47,747 |
Prepaid expenses and other current assets | 1,724 | 1,092 |
Deferred income tax assets | 1,440 | 1,440 |
Total current assets | 65,705 | 73,755 |
Property and equipment, net | 3,962 | 3,091 |
Intangible assets, net | 15,568 | 12,367 |
Goodwill | 27,693 | 21,679 |
Other assets | 1,027 | 877 |
Total Assets | 113,955 | 111,769 |
Current liabilities: | ||
Accounts payable | 6,401 | 6,658 |
Accrued liabilities | 9,851 | 9,564 |
Income taxes payable | 1,247 | 813 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 477 | 293 |
Client deposits | 109 | 110 |
Current portion of contingent consideration | 370 | 458 |
Current portion of notes payable | 4,126 | 4,347 |
Total current liabilities | 22,581 | 22,243 |
Contingent consideration, less current portion | 451 | 821 |
Notes payable, less current portion | 4,853 | 6,360 |
Deferred income tax liabilities | 1,582 | 1,582 |
Total liabilities | $ 29,467 | $ 31,006 |
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, 8,284,695 and 8,124,627 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | 83 | 81 |
Additional paid-in capital | 63,928 | 62,260 |
Retained earnings | 20,477 | 18,422 |
Total stockholders’ equity | 84,488 | 80,763 |
Total liabilities and stockholders’ equity | $ 113,955 | $ 111,769 |
Consolidated Balance Sheets (C3
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts receivable, allowance for doubtful accounts (in Dollars) | $ 1,865 | $ 1,536 |
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 | 8,284,695 | 8,124,627 |
Common stock, shares outstanding | 8,284,695 | 8,124,627 |
Consolidated Statements of Net
Consolidated Statements of Net Income and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Gross revenues | $ 44,905 | $ 29,153 |
Direct costs: | ||
Salaries and wages | 15,254 | 9,909 |
Sub-consultant services | 4,583 | 4,073 |
Other direct costs | 2,244 | 2,286 |
Total direct costs | 22,081 | 16,268 |
Gross Profit | 22,824 | 12,885 |
Operating Expenses: | ||
Salaries and wages, payroll taxes and benefits | 12,441 | 7,105 |
General and administrative | 4,098 | 2,503 |
Facilities and facilities related | 1,721 | 857 |
Depreciation and amortization | 1,242 | 638 |
Total operating expenses | 19,502 | 11,103 |
Income from operations | 3,322 | 1,782 |
Other expense: | ||
Interest expense | (69) | (68) |
Total other expense | (69) | (68) |
Income before income tax expense | 3,253 | 1,714 |
Income tax expense | (1,198) | (629) |
Net income and Comprehensive Income | $ 2,055 | $ 1,085 |
Earnings per share: | ||
Basic (in Dollars per share) | $ 0.27 | $ 0.20 |
Diluted (in Dollars per share) | $ 0.25 | $ 0.18 |
Weighted average common shares outstanding: | ||
Basic (in Shares) | 7,731,025 | 5,522,743 |
Diluted (in Shares) | 8,108,920 | 6,032,062 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2015 | $ 81 | $ 62,260 | $ 18,422 | $ 80,763 |
Balance (in Shares) at Dec. 31, 2015 | 8,124,627 | |||
Stock compensation | 499 | 499 | ||
Restricted stock issuance, net (in Shares) | 11,113 | |||
Proceeds from exercise of unit warrant | $ 2 | 1,006 | 1,008 | |
Proceeds from exercise of unit warrant (in Shares) | 140,000 | |||
Payment of contingent consideration with common stock | 163 | 163 | ||
Payment of contingent consideration with common stock (in Shares) | 8,955 | |||
Net income | 2,055 | 2,055 | ||
Balance at Mar. 31, 2016 | $ 83 | $ 63,928 | $ 20,477 | $ 84,488 |
Balance (in Shares) at Mar. 31, 2016 | 8,284,695 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows From Operating Activities: | ||
Net income | $ 2,055 | $ 1,085 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 1,242 | 638 |
Provision for doubtful accounts | 188 | 90 |
Stock compensation | 499 | 278 |
Change in fair value of contingent consideration | 4 | |
Loss on disposal of leasehold improvements | 2 | |
Changes in operating assets and liabilities, net of impact of acquisitions: | ||
Accounts receivable | 764 | (1,666) |
Prepaid expenses and other assets | (415) | 25 |
Accounts payable | (1,823) | 323 |
Accrued liabilities | (1,113) | 1,773 |
Income taxes payable | 434 | (595) |
Billings in excess of costs and estimated earnings on uncompleted contracts | 183 | (58) |
Client deposits | 12 | 36 |
Net cash provided by operating activities | 2,028 | 1,933 |
Cash Flows From Investing Activities: | ||
Cash paid for acquisitions | (14,000) | (1,750) |
Purchase of property and equipment | (152) | (227) |
Net cash used in investing activities | (14,152) | (1,977) |
Cash Flows From Financing Activities: | ||
Exercise of warrants costs | (216) | |
Payments on notes payable | (1,731) | (1,598) |
Payments of contingent consideration | (296) | (233) |
Payments on stock repurchase obligation | (135) | |
Proceeds from exercise of unit warrant | 1,008 | 3,186 |
Net cash (used in) provided by financing activities | (1,019) | 1,004 |
Net (decrease) increase in Cash and Cash Equivalents | (13,143) | 960 |
Cash and cash equivalents – beginning of period | 23,476 | 6,872 |
Cash and cash equivalents – end of period | 10,333 | 7,832 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 75 | 122 |
Cash paid for income taxes | 763 | 1,224 |
Non-cash investing and financing activities: | ||
Contingent consideration (earn-out) | 900 | |
Notes and stock payable for acquisitions | 1,250 | |
Stock issuance for acquisitions | 900 | |
Payment of contingent consideration with common stock | $ 163 | $ 100 |
Note 1 - Organization and Natur
Note 1 - Organization and Nature of Business Operations | 3 Months Ended |
Mar. 31, 2016 | |
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 locations 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. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 - Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements include the accounts of NV5 Global, Inc. and those of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods presented. Accordingly, these statements should be read in conjunction with the financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The accompanying consolidated balance sheet as of December 31, 2015 has been derived from those financial statements. The results of operations and cash flows for the interim periods presented are not necessarily indicative of the results to be expected for any future interim period or for the full 2015 fiscal year. Use of Estimates The preparation of financial statements in conformity with 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. Concentration of Credit Risk 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 March 31, 2016 and December 31, 2015, 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. 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. The Company historically conducts its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill. Identifiable intangible assets primarily include customer backlog, customer relationships, trade names and non-compete agreements. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. See Note 7 for further information on goodwill and identified intangibles. Earnings per Share Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. In accordance with the FASB ASC 260, Earnings per Share In conjunction with the Company’s initial public offering on March 26, 2013, the underwriter received a warrant to acquire up to 140,000 units at an exercise price of $7.80 per unit (“Unit Warrant”). Each of these units consisted of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at an exercise price of $7.80 per share, which warrant expires on March 27, 2018. On March 23, 2016, the underwriter paid $1,008 to the Company to initiate the exercise of the Unit Warrant. On March 29, 2016, the Company delivered 140,000 shares of common stock to the underwriter, and on May 5, 2016, the Company completed the exercise of the Unit Warrant by delivery of the underlying warrant. The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the three months ended March 31, 2016 and 2015: Three Months Ended March 31 2016 March 31 2015 Numerator: Net income – basic and diluted $ 2,055 $ 1,085 Denominator: Basic weighted average shares outstanding 7,731,025 5,522,743 Effect of dilutive non-vested restricted shares and units 198,208 382,415 Effect of issuable shares related to acquisitions 10,580 10,952 Effect of warrants 169,107 115,952 Diluted weighted average shares outstanding 8,108,920 6,032,062 |
Note 3 - Recent Accounting Pron
Note 3 - Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Note 3 – Recent Accounting Pronouncements In March 2016, FASB issued Accounting Standards Update 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting. In February 2016, FASB issued ASU 2016-02, Leases We are currently evaluating the requirements of ASU 2016-02 and have not yet determined its impact on our condensed consolidated financial statements. In November 2015, FASB issued ASU 2015-17— Balance Sheet Classification of Deferred Taxes In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. |
Note 4 - Business Acquisitions
Note 4 - Business Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 4 – Business Acquisitions 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. The purchase price of this acquisition was $14,000 paid from cash on hand. This acquisition expanded the Company’s MEP engineering and energy and allows the Company to offer these services on a broader scale within its existing network. In addition, this acquisition strengthens the Company’s geographic diversification and allows the Company to continue expanding its national footprint. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for Sebesta, we engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities, however as of the date of this report, the valuation was not final. We expect to finalize the purchase price allocation with respect to this transaction by the end of the second quarter of 2016. On January 30, 2015, the Company acquired all of the outstanding equity interests of Joslin, Lesser & Associates, Inc. (“JLA”), a program management and owner’s representation consulting firm that primarily services government owned facilities and public K through 12 school districts in the Boston, MA area. The purchase price of up to $5,500 included $2,250 in cash, a $1,250 promissory note (bearing interest at 3.5%), payable in four installments of $313, due on the first, second, third, and fourth anniversaries of January 30, 2015, the effective date of the acquisition (see Note 9), and $1,000 of the Company’s common stock (89,968 shares) as of the closing date of the acquisition. The purchase price also included a non-interest bearing earn-out of up to $1,000 payable in cash, notes and the Company’s common stock, subject to the achievement of certain agreed upon metrics for calendar year 2015. The 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 March 31, 2016 and December 31, 2015, this contingent consideration was $375 and $500, respectively. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date for the acquisitions closed during 2016 and final fair values of the assets acquired and liabilities assumed as of the acquisition dates for the acquisitions closed during 2015: March 31, 2016 December 31, 2015 Cash $ - $ 1,033 Accounts receivable 5,413 16,050 Property and equipment 1,098 793 Prepaid expenses 215 457 Other assets 165 118 Intangible assets: Customer relationships 3,300 5,833 Trade name 590 1,035 Customer backlog 401 1,510 Non-compete - 613 Favorable (unfavorable) lease (225 ) 778 Total Assets 10,957 28,220 Liabilities (2,971 ) (13,521 ) Deferred tax liabilities - (2,238 ) Net assets acquired 7,986 12,461 Consideration paid (Cash, Notes and/or stock) 14,000 21,691 Contingent earn-out liability (Cash and stock) - 1,307 Total Consideration 14,000 22,998 Excess consideration over the amounts assigned to the net assets acquired (Goodwill) $ 6,014 $ 10,537 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 $6,014 is expected to be deductible for income tax purposes for the 2016 acquisition. The consolidated financial statements of the Company for the three months ended March 31, 2016 include the results of operations from the business acquired during 2016 from its date of acquisition to March 31, 2016. For the three months ended March 31, 2016, the results include gross revenues and pre-tax income of approximately $5,455 and $431, respectively. Included in general and administrative expense for the three months ended March 31, 2016 and 2015 is $194 and $63, respectively, of acquisition-related costs pertaining to the Company’s acquisition activities. The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for the three months ended March 31, 2016 and 2015 as if the Sebesta acquisition had occurred as of January 1, 2015. The pro forma information provided below is compiled from the financial statements of Sebesta and includes pro forma adjustments for amortization expense, reduction in certain expenses and the income tax impact of these adjustments. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the Sebesta operations actually been acquired on January 1, 2015; or (ii) future results of operations: For the three months ended March 31, 2016 March 31, 2015 Gross revenues $ 47,190 $ 37,213 Net income $ 2,040 $ 1,178 Basic earnings per share $ 0.26 $ 0.21 Diluted earnings per share $ 0.25 $ 0.20 |
Note 5 - Accounts Receivable, N
Note 5 - Accounts Receivable, Net | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 5 – Accounts Receivable, net Accounts receivable, net, consists of the following: March 31, 2016 December 31, 2015 Billed $ 32,796 $ 32,806 Unbilled 20,749 15,678 Contract retentions 528 799 54,073 49,283 Less: allowance for doubtful accounts (1,865 ) (1,536 ) Accounts receivable, net $ 52,208 $ 47,747 Billed accounts receivable represents amounts billed to clients that remain uncollected as of the balance sheet date. Unbilled accounts receivable represents recognized amounts pending billing pursuant to contract terms or accounts billed after period end, and are expected to be billed and collected within the next 12 months. |
Note 6 - Property and Equipment
Note 6 - Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 6 – Property and Equipment, net Property and equipment, net, consists of the following: March 31, 2016 December 31, 2015 Office furniture and equipment $ 1,324 $ 459 Computer equipment 3,208 3,165 Survey and field equipment 1,384 1,265 Leasehold improvements 1,526 1,165 7,442 6,054 Accumulated depreciation (3,480 ) (2,963 ) Property and equipment – net $ 3,962 $ 3,091 Depreciation expense was $378 and $149 for the three months ended March 31, 2016 and 2015, respectively. |
Note 7 - Goodwill and Intangibl
Note 7 - Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 7 – Goodwill and Intangible Assets Goodwill On August 1, 2015, the Company conducted its annual impairment tests using the quantitative method of evaluating goodwill. Based on the quantitative analyses the Company determined the fair value of each of the reporting units exceeded its carrying value. Therefore, the goodwill was not impaired and the Company did not recognize an impairment charge relating to goodwill as of August 1, 2015. There were no indicators, events or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2015 through March 31, 2016. The table set forth below shows the change in goodwill during the three months ended March 31, 2016: March 31, 2016 Balance as of the beginning of the year $ 21,679 Acquisitions 6,014 Balance as of the end of the period $ 27,693 Intangible Assets Intangible assets, net, as of March 31, 2016 and December 31, 2015 consist of the following: March 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships $ 15,914 $ (4,036 ) $ 11,878 $ 12,614 $ (3,643 ) $ 8,971 Trade name 2,852 (1,830 ) 1,022 2,262 (1,626 ) 636 Customer backlog 3,110 (1,574 ) 1,536 2,709 (1,420 ) 1,289 Favorable lease 553 (60 ) 493 778 (44 ) 734 Non-compete 1,286 (647 ) 639 1,286 (549 ) 737 Total $ 23,715 $ (8,147 ) $ 15,568 $ 19,649 $ (7,282 ) $ 12,367 Trade names are amortized on a straight-line basis over their estimated lives ranging from 1 to 3 years. Customer backlog and customer relationships are amortized 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. Amortization expense was $864 and $489 for the three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016, the future estimated aggregate amortization related to intangible assets is as follows: Period ending March 31, 2017 $ 3,236 2018 2,387 2019 1,813 2020 1,709 2021 1,385 Thereafter 5,038 Total $ 15,568 |
Note 8 - Accrued Liabilities
Note 8 - Accrued Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Liabilities Disclosure [Abstract] | |
Accrued Liabilities Disclosure [Text Block] | Note 8 – Accrued Liabilities Accrued liabilities consist of the following: March 31 2016 December 31, 2015 Deferred rent 583 615 Payroll and related taxes 1,617 3,131 Professional liability reserve 138 216 Benefits 1,021 639 Accrued vacation 3,861 2,994 Other 2,631 1,969 Total $ 9,851 $ 9,564 |
Note 9 - Notes Payable
Note 9 - Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 9 – Notes Payable Notes payable consists of the following: March 31, 2016 December 31, 2015 Note Payable $ 635 $ 754 Uncollateralized promisory notes 8,344 9,953 Total Notes Payable 8,979 10,707 Current portion of notes payable (4,126 ) (4,347 ) Notes payable, less current portion $ 4,853 $ 6,360 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 March 31, 2016. 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, Inc., (iii) NV5, LLC, (iv) JLA, and (v) The RBA Group, Inc. Engineers, Architects and Planners (“RBA”). As of March 31, 2016 and December 31, 2015, 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 March 31, 2016 and December 31, 2015, the outstanding balance on the Credit Facility was $0. Standby letters of credit outstanding were $146 as of March 31, 2016 and December 31, 2015. 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 March 31, 2016 and December 31, 2015, 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. As of March 31, 2016 and December 31, 2015, the outstanding balance on the Nolte Note was approximately $635 and $754, 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 March 31, 2016 and December 31, 2015. On June 24, 2015, the Company acquired certain assets of Allwyn Priorities, LLC. (“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 March 31, 2016 and December 31, 2015. On April 22, 2015, the Company acquired all of the outstanding equity interests of Richard J. Mendoza, Inc. (“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 March 31, 2016 and 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 $938 and $1,250 as of March 31, 2016 and December 31, 2015, respectively. On November 3, 2014, the Company acquired certain assets of the Buric Companies. The purchase price included an uncollateralized, 3% interest bearing promissory note in the aggregate principal amount of $300 (the “Buric Note”). The note is payable in three equal payments of $100 due on the first, second and third anniversaries of November 3, 2014, the effective date of the acquisition. The carrying value of the Buric Note was approximately $200 as of March 31, 2016 and December 31, 2015. On June 30, 2014, the Company acquired certain assets of Owner’s Representative Services, Inc. (“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 as of March 31, 2016 and December 31, 2015. On March 21, 2014, the Company acquired all of the outstanding equity interests of NV5, LLC (formerly known as AK Environmental, 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 $1,000 and $2,000 as of March 31, 2016 and December 31, 2015, respectively. On January 31, 2014, the Company acquired certain assets of Air Quality Consulting Inc. (“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 March 31, 2016 and December 31, 2015, the carrying value of the AQC Note was $0 and $150, 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 as of March 31, 2016 and December 31, 2015, respectively. Future contractual maturities of long-term debt as of March 31, 2016, are as follows: Period ending March 31, 2017 $ 4,126 2018 2,279 2019 1,571 2020 1,003 Total $ 8,979 As of March 31, 2016 and December 31, 2015, the carrying amount of debt obligations approximates their fair values based on Level 2 inputs as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics. |
Note 10 - Contingent Considerat
Note 10 - Contingent Consideration | 3 Months Ended |
Mar. 31, 2016 | |
Loss Contingency [Abstract] | |
Contingencies Disclosure [Text Block] | Note 10 – Contingent Consideration The following table summarizes the changes in the carrying value of estimated contingent consideration: March 31, 2016 December 31, 2015 Contingent consideration, beginning of the year $ 1,279 $ 941 Additions for acquisitions - 1,306 Reduction of liability for payments made (458 ) (633 ) Increase (reduction) of liability related to re-measurement of fair value - (335 ) Contingent consideration, end of the period $ 821 $ 1,279 |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 11 – 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. 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 12 - Stock-based Compensat
Note 12 - Stock-based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 12 – Stock-Based Compensation In October 2011, the Company’s stockholders approved the 2011 Equity Incentive Plan, which was subsequently amended and restated in March 2013 (as amended, the “2011 Equity Plan”). The 2011 Equity Plan provides directors, executive officers, and other employees of the Company with additional incentives by allowing them to acquire ownership interest in the business and, as a result, encouraging them to contribute to the Company’s success. The Company may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units, and other cash-based or stock-based awards. As of March 31, 2016, 508,466 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 March 31, 2016 is presented below. The following table summarizes the status of restricted stock awards as of March 31, 2016 and December 31, 2015, and changes during 2016: Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units Weighted Average Grant Date Fair Value Unvested shares as of January 1, 2016 430,816 $ 13.08 Granted 16,882 $ 18.79 Vested (9,375 ) $ 8.00 Forfeited (5,769 ) $ 16.83 Unvested shares as of March 31, 2016 432,554 $ 13.08 Share-based compensation expense relating to restricted stock awards during the three months ended March 31, 2016 and 2015 was $499 and $278, respectively. Approximately $3,279 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 2.2 years, is unrecognized at March 31, 2016. |
Note 13 - Income Taxes
Note 13 - Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 13 – Income Taxes As of March 31, 2016 and December 31, 2015, the Company had net current deferred income tax assets of $1,440 and non-current deferred tax liabilities of $1,582. No valuation allowance against the Company’s net deferred income tax assets is needed as of March 31, 2016 and December 31, 2015 as it is more-likely-than-not that the positions will be realized upon settlement. Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where the Company has a future obligation for tax purposes. During the three months ended March 31, 2016, the Company did not record any deferred tax assets or liabilities in conjunction with the purchase price allocation of Sebesta as a result of the intangibles acquired in the acquisition. The Company’s consolidated effective income tax rate was 36.8% and 36.7% for the three months ended March 31, 2016 and 2015, respectively. The difference between the effective income tax rate and the combined statutory federal and state income tax rate of approximately 39.0% is principally due to the federal domestic production activities deduction. The 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 March 31, 2016 and December 31, 2015, the Company had $570 of unrecognized tax benefits. Included in the balance of unrecognized tax benefits at March 31, 2016 and December 31, 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. |
Note 14 - Reportable Segments
Note 14 - Reportable Segments | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 1 4 – 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. Construction 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: Three Months Ended March 31, 2016 March 31, 2015 Gross revenues INF $ 28,549 $ 16,711 CQA 7,840 6,348 PM 9,478 6,366 Elimination of inter-segment revenues (962 ) (272 ) Total gross revenues $ 44,905 $ 29,153 Income before taxes INF $ 3,316 $ 1,843 CQA 1,975 904 PM 1,752 1,535 Corporate (1) (3,790 ) (2,568 ) Total income before taxes $ 3,253 $ 1,714 (1) Includes amortization of intangibles of $864 and $489 for the three months ended |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation [Policy Text Block] | Basis of Presentation and Principles of Consolidation The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements include the accounts of NV5 Global, Inc. and those of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods presented. Accordingly, these statements should be read in conjunction with the financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The accompanying consolidated balance sheet as of December 31, 2015 has been derived from those financial statements. The results of operations and cash flows for the interim periods presented are not necessarily indicative of the results to be expected for any future interim period or for the full 2015 fiscal year. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with 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. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk |
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 March 31, 2016 and December 31, 2015, 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. |
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. The Company historically conducts its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill. Identifiable intangible assets primarily include customer backlog, customer relationships, trade names and non-compete agreements. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. See Note 7 for further information on goodwill and identified intangibles. |
Earnings Per Share, Policy [Policy Text Block] | Earnings per Share Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. In accordance with the FASB ASC 260, Earnings per Share In conjunction with the Company’s initial public offering on March 26, 2013, the underwriter received a warrant to acquire up to 140,000 units at an exercise price of $7.80 per unit (“Unit Warrant”). Each of these units consisted of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at an exercise price of $7.80 per share, which warrant expires on March 27, 2018. On March 23, 2016, the underwriter paid $1,008 to the Company to initiate the exercise of the Unit Warrant. On March 29, 2016, the Company delivered 140,000 shares of common stock to the underwriter, and on May 5, 2016, the Company completed the exercise of the Unit Warrant by delivery of the underlying warrant. The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share for the three months ended March 31, 2016 and 2015: Three Months Ended March 31 2016 March 31 2015 Numerator: Net income – basic and diluted $ 2,055 $ 1,085 Denominator: Basic weighted average shares outstanding 7,731,025 5,522,743 Effect of dilutive non-vested restricted shares and units 198,208 382,415 Effect of issuable shares related to acquisitions 10,580 10,952 Effect of warrants 169,107 115,952 Diluted weighted average shares outstanding 8,108,920 6,032,062 |
Note 2 - Summary of Significa22
Note 2 - Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31 2016 March 31 2015 Numerator: Net income – basic and diluted $ 2,055 $ 1,085 Denominator: Basic weighted average shares outstanding 7,731,025 5,522,743 Effect of dilutive non-vested restricted shares and units 198,208 382,415 Effect of issuable shares related to acquisitions 10,580 10,952 Effect of warrants 169,107 115,952 Diluted weighted average shares outstanding 8,108,920 6,032,062 |
Note 4 - Business Acquisitions
Note 4 - Business Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | March 31, 2016 December 31, 2015 Cash $ - $ 1,033 Accounts receivable 5,413 16,050 Property and equipment 1,098 793 Prepaid expenses 215 457 Other assets 165 118 Intangible assets: Customer relationships 3,300 5,833 Trade name 590 1,035 Customer backlog 401 1,510 Non-compete - 613 Favorable (unfavorable) lease (225 ) 778 Total Assets 10,957 28,220 Liabilities (2,971 ) (13,521 ) Deferred tax liabilities - (2,238 ) Net assets acquired 7,986 12,461 Consideration paid (Cash, Notes and/or stock) 14,000 21,691 Contingent earn-out liability (Cash and stock) - 1,307 Total Consideration 14,000 22,998 Excess consideration over the amounts assigned to the net assets acquired (Goodwill) $ 6,014 $ 10,537 |
Business Acquisition, Pro Forma Information [Table Text Block] | For the three months ended March 31, 2016 March 31, 2015 Gross revenues $ 47,190 $ 37,213 Net income $ 2,040 $ 1,178 Basic earnings per share $ 0.26 $ 0.21 Diluted earnings per share $ 0.25 $ 0.20 |
Note 5 - Accounts Receivable,24
Note 5 - Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | March 31, 2016 December 31, 2015 Billed $ 32,796 $ 32,806 Unbilled 20,749 15,678 Contract retentions 528 799 54,073 49,283 Less: allowance for doubtful accounts (1,865 ) (1,536 ) Accounts receivable, net $ 52,208 $ 47,747 |
Note 6 - Property and Equipme25
Note 6 - Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | March 31, 2016 December 31, 2015 Office furniture and equipment $ 1,324 $ 459 Computer equipment 3,208 3,165 Survey and field equipment 1,384 1,265 Leasehold improvements 1,526 1,165 7,442 6,054 Accumulated depreciation (3,480 ) (2,963 ) Property and equipment – net $ 3,962 $ 3,091 |
Note 7 - Goodwill and Intangi26
Note 7 - Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | March 31, 2016 Balance as of the beginning of the year $ 21,679 Acquisitions 6,014 Balance as of the end of the period $ 27,693 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | March 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships $ 15,914 $ (4,036 ) $ 11,878 $ 12,614 $ (3,643 ) $ 8,971 Trade name 2,852 (1,830 ) 1,022 2,262 (1,626 ) 636 Customer backlog 3,110 (1,574 ) 1,536 2,709 (1,420 ) 1,289 Favorable lease 553 (60 ) 493 778 (44 ) 734 Non-compete 1,286 (647 ) 639 1,286 (549 ) 737 Total $ 23,715 $ (8,147 ) $ 15,568 $ 19,649 $ (7,282 ) $ 12,367 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Period ending March 31, 2017 $ 3,236 2018 2,387 2019 1,813 2020 1,709 2021 1,385 Thereafter 5,038 Total $ 15,568 |
Note 8 - Accrued Liabilities (T
Note 8 - Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | March 31 2016 December 31, 2015 Deferred rent 583 615 Payroll and related taxes 1,617 3,131 Professional liability reserve 138 216 Benefits 1,021 639 Accrued vacation 3,861 2,994 Other 2,631 1,969 Total $ 9,851 $ 9,564 |
Note 9 - Notes Payable (Tables)
Note 9 - Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | March 31, 2016 December 31, 2015 Note Payable $ 635 $ 754 Uncollateralized promisory notes 8,344 9,953 Total Notes Payable 8,979 10,707 Current portion of notes payable (4,126 ) (4,347 ) Notes payable, less current portion $ 4,853 $ 6,360 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Period ending March 31, 2017 $ 4,126 2018 2,279 2019 1,571 2020 1,003 Total $ 8,979 |
Note 10 - Contingent Consider29
Note 10 - Contingent Consideration (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Loss Contingency [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | March 31, 2016 December 31, 2015 Contingent consideration, beginning of the year $ 1,279 $ 941 Additions for acquisitions - 1,306 Reduction of liability for payments made (458 ) (633 ) Increase (reduction) of liability related to re-measurement of fair value - (335 ) Contingent consideration, end of the period $ 821 $ 1,279 |
Note 12 - Stock-based Compens30
Note 12 - Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 430,816 $ 13.08 Granted 16,882 $ 18.79 Vested (9,375 ) $ 8.00 Forfeited (5,769 ) $ 16.83 Unvested shares as of March 31, 2016 432,554 $ 13.08 |
Note 14 - Reportable Segments (
Note 14 - Reportable Segments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended March 31, 2016 March 31, 2015 Gross revenues INF $ 28,549 $ 16,711 CQA 7,840 6,348 PM 9,478 6,366 Elimination of inter-segment revenues (962 ) (272 ) Total gross revenues $ 44,905 $ 29,153 Income before taxes INF $ 3,316 $ 1,843 CQA 1,975 904 PM 1,752 1,535 Corporate (1) (3,790 ) (2,568 ) Total income before taxes $ 3,253 $ 1,714 |
Note 1 - Organization and Nat32
Note 1 - Organization and Nature of Business Operations (Details) | Mar. 31, 2016 |
Accounting Policies [Abstract] | |
Number of Business Locations | 53 |
Note 2 - Summary of Significa33
Note 2 - Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 29, 2016 | Mar. 23, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 26, 2013 |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Proceeds from Warrant Exercises (in Dollars) | $ 1,008 | $ 3,186 | |||
Restricted Stock [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 414,826 | 692,711 | |||
Common Stock [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Stock Issued During Period Shares Exercise of Warrants | 140,000 | ||||
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration Risk, Percentage | 40.00% | 50.00% | |||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration Risk, Percentage | 11.00% | ||||
Accounts Receivable [Member] | Government Contracts Concentration Risk [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Concentration Risk, Percentage | 51.00% | 63.00% | |||
Unit Warrant [Member] | Underwriter [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 140,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 7.80 | ||||
Proceeds from Warrant Exercises (in Dollars) | $ 1,008 | ||||
Stock Issued During Period Shares Exercise of Warrants | 140,000 | ||||
Unit Warrant [Member] | Underwriter [Member] | Common Stock [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | ||||
Unit Warrant [Member] | Underwriter [Member] | Warrant [Member] | |||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 |
Note 2 - Summary of Significa34
Note 2 - Summary of Significant Accounting Policies (Details) - Reconciliation of Basic and Diluted Earnings Per Share - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator: | ||
Net income – basic and diluted (in Dollars) | $ 2,055 | $ 1,085 |
Denominator: | ||
Basic weighted average shares outstanding | 7,731,025 | 5,522,743 |
Effect of dilutive non-vested restricted shares and units | 198,208 | 382,415 |
Effect of issuable shares related to acquisitions | 10,580 | 10,952 |
Effect of warrants | 169,107 | 115,952 |
Diluted weighted average shares outstanding | 8,108,920 | 6,032,062 |
Note 4 - Business Acquisition35
Note 4 - Business Acquisitions (Details) $ in Thousands | Feb. 01, 2016USD ($) | Jan. 30, 2015USD ($)shares | Mar. 21, 2014USD ($) | Jan. 31, 2014 | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 14,000 | $ 22,998 | ||||||
Payments to Acquire Businesses, Gross | 296 | $ 233 | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 1,307 | |||||||
Business Combination, Contingent Consideration, Liability | 821 | 1,279 | $ 941 | |||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 5,455 | |||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 431 | |||||||
Sebesta [Member] | ||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 14,000 | |||||||
Joslin Lesser and Associates [Member] | ||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 5,500 | |||||||
Payments to Acquire Businesses, Gross | 2,250 | |||||||
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 | |||||||
Business Combination, Contingent Consideration, Liability | $ 901 | 375 | $ 500 | |||||
Joslin Lesser and Associates [Member] | Earn Out [Member] | ||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 1,000 | |||||||
AK Environmental, LLC [Member] | Future Event March 21, 2016 [Member] | ||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||
Debt Instrument, Periodic Payment | $ 1,000 | |||||||
AK Environmental, LLC [Member] | Future Event March 21, 2017 [Member] | ||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||
Debt Instrument, Periodic Payment | $ 1,000 | |||||||
Air Quality Consulting, Inc. [Member] | ||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 6,014 | |||||||
General and Administrative Expense [Member] | ||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||
Business Combination, Acquisition Related Costs | $ 194 | $ 63 | ||||||
Uncollateralized Promissory Note [Member] | Joslin Lesser and Associates [Member] | ||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||
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 4 - Business Acquisitions (Details) [Line Items] | ||||||||
Debt Instrument, Periodic Payment | $ 313 | |||||||
Uncollateralized Promissory Note [Member] | AK Environmental, LLC [Member] | ||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||
Number of Equal Installments | 3 | |||||||
Uncollateralized Promissory Note [Member] | Air Quality Consulting, Inc. [Member] | ||||||||
Note 4 - Business Acquisitions (Details) [Line Items] | ||||||||
Number of Equal Installments | 2 |
Note 4 - Business Acquisition36
Note 4 - Business Acquisitions (Details) - Fair Value of Assets Acquired and Liabilities Assumed - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Note 4 - Business Acquisitions (Details) - Fair Value of Assets Acquired and Liabilities Assumed [Line Items] | ||
Cash | $ 1,033 | |
Accounts receivable | $ 5,413 | 16,050 |
Property and equipment | 1,098 | 793 |
Prepaid expenses | 215 | 457 |
Other assets | 165 | 118 |
Intangible assets: | ||
Total Assets | 10,957 | 28,220 |
Liabilities | (2,971) | (13,521) |
Deferred tax liabilities | (2,238) | |
Net assets acquired | 7,986 | 12,461 |
Consideration paid (Cash, Notes and/or stock) | 14,000 | 21,691 |
Contingent earn-out liability (Cash and stock) | 1,307 | |
Total Consideration | 14,000 | 22,998 |
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | 6,014 | 10,537 |
Customer Relationships [Member] | ||
Intangible assets: | ||
Intangible assets | 3,300 | 5,833 |
Trade Names [Member] | ||
Intangible assets: | ||
Intangible assets | 590 | 1,035 |
Customer Lists [Member] | ||
Intangible assets: | ||
Intangible assets | 401 | 1,510 |
Noncompete Agreements [Member] | ||
Intangible assets: | ||
Intangible assets | 613 | |
Off-Market Favorable Lease [Member] | ||
Intangible assets: | ||
Intangible assets | $ (225) | $ 778 |
Note 4 - Business Acquisition37
Note 4 - Business Acquisitions (Details) - Pro Forma Consolidated Results of Operations - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Pro Forma Consolidated Results of Operations [Abstract] | ||
Gross revenues | $ 47,190 | $ 37,213 |
Net income | $ 2,040 | $ 1,178 |
Basic earnings per share | $ 0.26 | $ 0.21 |
Diluted earnings per share | $ 0.25 | $ 0.20 |
Note 5 - Accounts Receivable,38
Note 5 - Accounts Receivable, Net (Details) - Components of Accounts Receivable, Net - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 54,073 | $ 49,283 |
Less: allowance for doubtful accounts | (1,865) | (1,536) |
Accounts receivable, net | 52,208 | 47,747 |
Billed [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 32,796 | 32,806 |
Unbilled [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 20,749 | 15,678 |
Contract Retentions [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 528 | $ 799 |
Note 6 - Property and Equipme39
Note 6 - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 378 | $ 149 |
Note 6 - Property and Equipme40
Note 6 - Property and Equipment, Net (Details) - Components of Property and Equipment, Net - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 7,442 | $ 6,054 |
Accumulated depreciation | (3,480) | (2,963) |
Property and equipment – net | 3,962 | 3,091 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,324 | 459 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 3,208 | 3,165 |
Survey And Field Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,384 | 1,265 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,526 | $ 1,165 |
Note 7 - Goodwill and Intangi41
Note 7 - Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Note 7 - Goodwill and Intangible Assets (Details) [Line Items] | ||
Amortization of Intangible Assets (in Dollars) | $ 864 | $ 489 |
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 Intangi42
Note 7 - Goodwill and Intangible Assets (Details) - Goodwill $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill [Abstract] | |
Balance as of the beginning of the year | $ 21,679 |
Acquisitions | 6,014 |
Balance as of the end of the period | $ 27,693 |
Note 7 - Goodwill and Intangi43
Note 7 - Goodwill and Intangible Assets (Details) - Intangible Assets, Net - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 23,715 | $ 19,649 |
Intangible assets, accumulated amortization | (8,147) | (7,282) |
Intangible assets, net | 15,568 | 12,367 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 15,914 | 12,614 |
Intangible assets, accumulated amortization | (4,036) | (3,643) |
Intangible assets, net | 11,878 | 8,971 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 2,852 | 2,262 |
Intangible assets, accumulated amortization | (1,830) | (1,626) |
Intangible assets, net | 1,022 | 636 |
Customer Backlog [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 3,110 | 2,709 |
Intangible assets, accumulated amortization | (1,574) | (1,420) |
Intangible assets, net | 1,536 | 1,289 |
Off-Market Favorable Lease [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 553 | 778 |
Intangible assets, accumulated amortization | (60) | (44) |
Intangible assets, net | 493 | 734 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,286 | 1,286 |
Intangible assets, accumulated amortization | (647) | (549) |
Intangible assets, net | $ 639 | $ 737 |
Note 7 - Goodwill and Intangi44
Note 7 - Goodwill and Intangible Assets (Details) - Estimated Future Amortization Expense of Intangible Assets $ in Thousands | Mar. 31, 2016USD ($) |
Estimated Future Amortization Expense of Intangible Assets [Abstract] | |
2,017 | $ 3,236 |
2,018 | 2,387 |
2,019 | 1,813 |
2,020 | 1,709 |
2,021 | 1,385 |
Thereafter | 5,038 |
Total | $ 15,568 |
Note 8 - Accrued Liabilities (D
Note 8 - Accrued Liabilities (Details) - Accrued Liabilities - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities [Abstract] | ||
Deferred rent | $ 583 | $ 615 |
Payroll and related taxes | 1,617 | 3,131 |
Professional liability reserve | 138 | 216 |
Benefits | 1,021 | 639 |
Accrued vacation | 3,861 | 2,994 |
Other | 2,631 | 1,969 |
Total | $ 9,851 | $ 9,564 |
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 ($) | Jan. 31, 2014USD ($) | Apr. 30, 2013USD ($) | Jan. 31, 2014USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jul. 20, 2015USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||
Notes Payable | $ 635 | $ 754 | |||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 1,307 | ||||||||||||||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 3.75% | ||||||||||||||
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 | ||||||||||||||
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 | 146 | |||||||||||||
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% | ||||||||||||||
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 Payable - Former Stockholder of Nolte [Member] | |||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||
Debt Instrument, Periodic Payment, Principal | 100 | ||||||||||||||
Notes Payable | $ 635 | $ 754 | |||||||||||||
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 | 4.25% | 4.25% | |||||||||||||
Note Payable - Former Stockholder of Nolte [Member] | Maximum [Member] | Prime Rate [Member] | |||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 7.00% | ||||||||||||||
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] | RBA Group, Inc. [Member] | |||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||
Notes Payable | $ 4,000 | $ 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 | 500 | |||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ||||||||||||||
Number of Equal Installments | 3 | ||||||||||||||
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 | 500 | |||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500 | ||||||||||||||
Number of Equal Installments | 2 | ||||||||||||||
Uncollateralized Promissory Note [Member] | Joslin Lesser and Associates [Member] | |||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||
Notes Payable | 938 | 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 | 200 | 200 | |||||||||||||
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 | 221 | |||||||||||||
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 | 1,000 | 2,000 | |||||||||||||
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 | 0 | 150 | |||||||||||||
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] | Consilium Partners [Member] | |||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.00% | ||||||||||||||
Notes Payable | 67 | 67 | |||||||||||||
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 | ||||||||||||||
Short-term Promissory Note [Member] | Richard J. Mendoza, Inc. [Member] | |||||||||||||||
Note 9 - Notes Payable (Details) [Line Items] | |||||||||||||||
Notes Payable | $ 278 | $ 278 | |||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 3,000 | ||||||||||||||
Debt Instrument, Term | 1 year |
Note 9 - Notes Payable (Detai47
Note 9 - Notes Payable (Details) - Notes Payable - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Notes Payable [Abstract] | ||
Note Payable | $ 635 | $ 754 |
Uncollateralized promisory notes | 8,344 | 9,953 |
Total Notes Payable | 8,979 | 10,707 |
Current portion of notes payable | (4,126) | (4,347) |
Notes payable, less current portion | $ 4,853 | $ 6,360 |
Note 9 - Notes Payable (Detai48
Note 9 - Notes Payable (Details) - Future Contractual Maturities of Long-term Debt - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Future Contractual Maturities of Long-term Debt [Abstract] | ||
2,017 | $ 4,126 | |
2,018 | 2,279 | |
2,019 | 1,571 | |
2,020 | 1,003 | |
Total | $ 8,979 | $ 10,707 |
Note 10 - Contingent Consider49
Note 10 - Contingent Consideration (Details) - Summary of Contingent Consideration - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Summary of Contingent Consideration [Abstract] | ||
Contingent consideration, beginning of the year | $ 1,279 | $ 941 |
Additions for acquisitions | 1,306 | |
Reduction of liability for payments made | (458) | (633) |
Increase (reduction) of liability related to re-measurement of fair value | (335) | |
Contingent consideration, end of the period | $ 821 | $ 1,279 |
Note 12 - Stock-based Compens50
Note 12 - Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Equity Plan 2011 [Member] | ||
Note 12 - Stock-based Compensation (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 508,466 | |
Rate of Increase (Decrease) in Shares Authorized for Issuance | 3.50% | |
Restricted Stock [Member] | ||
Note 12 - Stock-based Compensation (Details) [Line Items] | ||
Allocated Share-based Compensation Expense | $ 499 | $ 278 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 3,279 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 73 days | |
Minimum [Member] | Restricted Stock [Member] | Equity Plan 2011 [Member] | ||
Note 12 - Stock-based Compensation (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | |
Maximum [Member] | Restricted Stock [Member] | Equity Plan 2011 [Member] | ||
Note 12 - Stock-based Compensation (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Note 12 - Stock-based Compens51
Note 12 - Stock-based Compensation (Details) - Restricted Stock Awards - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Note 12 - Stock-based Compensation (Details) - Restricted Stock Awards [Line Items] | |
Unvested shares as of January 1, 2016 | shares | 430,816 |
Unvested shares as of January 1, 2016 | $ / shares | $ 13.08 |
Unvested shares as of March 31, 2016 | shares | 432,554 |
Unvested shares as of March 31, 2016 | $ / shares | $ 13.08 |
Granted | shares | 16,882 |
Granted | $ / shares | $ 18.79 |
Vested | shares | (9,375) |
Vested | $ / shares | $ 8 |
Forfeited | shares | (5,769) |
Forfeited | $ / shares | $ 16.83 |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Deferred Tax Assets, Net, Current | $ 1,440,000 | $ 1,440,000 | |
Deferred Tax Liabilities, Net, Noncurrent | 1,582,000 | 1,582,000 | |
Deferred Tax Assets, Valuation Allowance | $ 0 | 0 | |
Effective Income Tax Rate Reconciliation, Percent | 36.80% | 36.70% | |
Effective Income Tax Rate Reconciliation, Federal and State Income Tax Rate, Percent | 39.00% | ||
Unrecognized Tax Benefits | $ 570,000 | 570,000 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 570,000 | $ 570,000 |
Note 14 - Reportable Segments53
Note 14 - Reportable Segments (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | |
Segment Reporting [Abstract] | ||
Number of Reportable Segments | 3 | |
Amortization of Intangible Assets | $ 864 | $ 489 |
Note 14 - Reportable Segments54
Note 14 - Reportable Segments (Details) - Summarized Financial Information - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Gross revenues | |||
Gross revenues | $ 44,905 | $ 29,153 | |
Income before taxes | |||
Income before taxes | 3,253 | 1,714 | |
Intersegment Eliminations [Member] | |||
Gross revenues | |||
Gross revenues | (962) | (272) | |
Corporate, Non-Segment [Member] | |||
Income before taxes | |||
Income before taxes | [1] | (3,790) | (2,568) |
INF [Member] | Operating Segments [Member] | |||
Gross revenues | |||
Gross revenues | 28,549 | 16,711 | |
Income before taxes | |||
Income before taxes | 3,316 | 1,843 | |
CQA [Member] | Operating Segments [Member] | |||
Gross revenues | |||
Gross revenues | 7,840 | 6,348 | |
Income before taxes | |||
Income before taxes | 1,975 | 904 | |
PM [Member] | Operating Segments [Member] | |||
Gross revenues | |||
Gross revenues | 9,478 | 6,366 | |
Income before taxes | |||
Income before taxes | $ 1,752 | $ 1,535 | |
[1] | Includes amortization of intangibles of $864 and $489 for the three months ended March 31, 2016 and 2015, respectively. |