Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 06, 2017 | |
Document Information [Line Items] | ||
Entity Registrant Name | NV5 Global, Inc. | |
Entity Central Index Key | 1,532,961 | |
Trading Symbol | nvee | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 10,785,594 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 15,582 | $ 35,666 |
Accounts receivable, net of allowance for doubtful accounts of $3,106 and $1,992 as of September 30, 2017 and December 31, 2016, respectively | 113,004 | 75,511 |
Prepaid expenses and other current assets | 2,860 | 1,874 |
Total current assets | 131,446 | 113,051 |
Property and equipment, net | 8,009 | 6,683 |
Intangible assets, net | 68,374 | 40,861 |
Goodwill | 97,384 | 59,380 |
Other assets | 1,042 | 1,511 |
Total Assets | 306,255 | 221,486 |
Current liabilities: | ||
Accounts payable | 17,133 | 13,509 |
Accrued liabilities | 18,173 | 17,316 |
Income taxes payable | 855 | 1,134 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 1,869 | 228 |
Client deposits | 173 | 106 |
Current portion of contingent consideration | 2,653 | 564 |
Current portion of notes payable and other obligations | 10,821 | 10,764 |
Total current liabilities | 51,677 | 43,621 |
Contingent consideration, less current portion | 125 | 1,875 |
Notes payable and other obligations, less current portion | 67,155 | 21,632 |
Deferred income tax liabilities, net | 22,084 | 6,197 |
Total liabilities | 141,041 | 73,325 |
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, 10,779,246 and 10,566,528 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 108 | 106 |
Additional paid-in capital | 122,576 | 118,026 |
Retained earnings | 42,530 | 30,029 |
Total stockholders’ equity | 165,214 | 148,161 |
Total liabilities and stockholders’ equity | $ 306,255 | $ 221,486 |
Consolidated Balance Sheets (C3
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts receivable, allowance for doubtful accounts | $ 3,106 | $ 1,992 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 45,000,000 | 45,000,000 |
Common stock, shares issued (in shares) | 10,779,246 | 10,566,528 |
Common stock, shares outstanding (in shares) | 10,779,246 | 10,566,528 |
Consolidated Statements of Net
Consolidated Statements of Net Income and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Gross revenues | $ 91,263 | $ 60,091 | $ 239,058 | $ 160,888 |
Direct costs (excluding depreciation and amortization): | ||||
Salaries and wages | 28,219 | 20,274 | 75,235 | 53,744 |
Sub-consultant services | 12,663 | 8,854 | 33,719 | 22,246 |
Other direct costs | 3,635 | 3,307 | 10,276 | 8,209 |
Total direct costs | 44,517 | 32,435 | 119,230 | 84,199 |
Gross Profit | 46,746 | 27,656 | 119,828 | 76,689 |
Operating Expenses: | ||||
Salaries and wages, payroll taxes and benefits | 23,090 | 14,096 | 62,847 | 40,575 |
General and administrative | 7,362 | 4,415 | 19,931 | 12,640 |
Facilities and facilities related | 3,547 | 2,066 | 9,162 | 5,803 |
Depreciation and amortization | 3,788 | 1,604 | 9,542 | 4,285 |
Total operating expenses | 37,787 | 22,181 | 101,482 | 63,303 |
Income from operations | 8,959 | 5,475 | 18,346 | 13,386 |
Interest expense | (524) | (81) | (1,042) | (221) |
Income before income tax expense | 8,435 | 5,394 | 17,304 | 13,165 |
Income tax expense | (2,523) | (1,990) | (4,803) | (4,847) |
Net Income and Comprehensive Income | $ 5,912 | $ 3,404 | $ 12,501 | $ 8,318 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.58 | $ 0.34 | $ 1.23 | $ 0.94 |
Diluted (in dollars per share) | $ 0.55 | $ 0.33 | $ 1.16 | $ 0.90 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 10,211,114 | 9,941,517 | 10,155,751 | 8,826,090 |
Diluted (in shares) | 10,785,630 | 10,353,793 | 10,744,619 | 9,215,365 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2016 | 10,566,528 | |||
Balance at Dec. 31, 2016 | $ 106 | $ 118,026 | $ 30,029 | $ 148,161 |
Stock compensation | 2,743 | 2,743 | ||
Restricted stock issuance, net (in shares) | 163,016 | |||
Restricted stock issuance, net | $ 2 | (2) | ||
Stock issuance for acquisitions (in shares) | 47,982 | |||
Stock issuance for acquisitions | 1,746 | 1,746 | ||
Payment of contingent consideration with common stock (in shares) | 1,720 | |||
Payment of contingent consideration with common stock | 63 | 63 | ||
Net income | 12,501 | 12,501 | ||
Balance (in shares) at Sep. 30, 2017 | 10,779,246 | |||
Balance at Sep. 30, 2017 | $ 108 | $ 122,576 | $ 42,530 | $ 165,214 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows From Operating Activities: | ||
Net income | $ 12,501 | $ 8,318 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 9,542 | 4,285 |
Provision for doubtful accounts | 445 | 246 |
Stock compensation | 2,743 | 1,704 |
Change in fair value of contingent consideration | 56 | 88 |
Loss on disposal property and equipment | 2 | 2 |
Excess tax benefit from stock based compensation | (155) | |
Deferred income taxes | 320 | 88 |
Changes in operating assets and liabilities, net of impact of acquisitions: | ||
Accounts receivable | (17,031) | (7,795) |
Prepaid expenses and other assets | (13) | 372 |
Accounts payable | (1,827) | 2,892 |
Accrued liabilities | (3,251) | 476 |
Income taxes payable | (279) | 96 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 1,641 | (78) |
Client deposits | 822 | 147 |
Net cash provided by operating activities | 5,671 | 10,686 |
Cash Flows From Investing Activities: | ||
Cash paid for acquisitions (net of cash received from acquisitions) | (60,241) | (24,388) |
Purchase of property and equipment | (1,591) | (566) |
Net cash used in investing activities | (61,832) | (24,954) |
Cash Flows From Financing Activities: | ||
Proceeds from borrowings from Senior Credit Facility | 47,000 | |
Proceeds from secondary offering | 51,319 | |
Payments of borrowings from Senior Credit Facility | (5,000) | |
Payments of secondary offering costs | (4,172) | |
Payments on notes payable | (5,360) | (4,156) |
Payments of contingent consideration | (563) | (296) |
Excess tax benefit from stock based compensation | 155 | |
Proceeds from exercise of unit warrant | 1,008 | |
Net cash provided by financing activities | 36,077 | 43,858 |
Net (decrease) increase in Cash and Cash Equivalents | (20,084) | 29,590 |
Cash and cash equivalents – beginning of period | 35,666 | 23,476 |
Cash and cash equivalents – end of period | 15,582 | 53,066 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 843 | 255 |
Cash paid for income taxes | 4,962 | 4,642 |
Non-cash investing and financing activities: | ||
Contingent consideration (earn-out) | 908 | |
Notes payable and other obligations issued for acquisitions | 9,371 | 9,333 |
Stock issuance for acquisitions | 1,746 | 1,075 |
Payment of contingent consideration and other obligations with common stock | $ 62 | $ 162 |
Note 1 - Organization and Natur
Note 1 - Organization and Nature of Business Operations | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | Note 1 Business NV5 or “NV5 NV5 not |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | Note 2 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 In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain a ll adjustments necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods presented. Accordingly, these statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10 December 31, 2016. December 31, 2016 not 2017 Fiscal Year Effective March 7, 2017, January 1, 2017, 52/53 December 31st not not 2017, first April 1, 2017, second July 1, 2017, third September 30, 2017, December 30, 2017. Use of Estimates The preparation of financial statements in conformity with U.S. 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 the Company’s 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 Trade receivable balances carried by the Company are comprised of accounts from a diverse client base across a broad range of industries and are not 32% 35% nine September 30, 2017 2016, not 10% nine September 30, 2017 2016. 57% 71% September 30, 2017 December 31, 2016, 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 Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. 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 September 30, 2017 December 31, 2016, The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations third Several factors are considered when determining contingent consideration liabilities as part of the purchase price, including whether (i) the valuation of the acquisitions is not not We review and re-assess the estimated fair value of contingent consideration liabilities on a quarterly basis, and the updated fair value could differ materially from the initial estimates. The Company measures contingent consideration recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified within Level 3, 10 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 first not two two NV5 August 1 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 no not See Note 7 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 not three nine September 30, 2017 2016 560,689 434,082 2010. not three nine September 30, 2017 2016 three nine September 30, 2017 2016, no 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 nine September 30, 2017 2016: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Numerator: Net income – basic and diluted $ 5,912 $ 3,404 $ 12,501 $ 8,318 Denominator: Basic weighted average shares outstanding 10,211,114 9,941,517 10,155,751 8,826,090 Effect of dilutive non-vested restricted shares and units 311,677 203,997 305,392 209,032 Effect of issuable shares related to acquisitions 146,958 102,810 170,768 55,551 Effect of warrants 115,881 105,469 112,708 124,692 Diluted weighted average shares outstanding 10,785,630 10,353,793 10,744,619 9,215,365 |
Note 3 - Recent Accounting Pron
Note 3 - Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Note 3 – Recent Accounting Pronouncements In January 2017, 2017 04, Intangibles-Goodwill and Other (Topic 350 2 2020 January 1, 2017. not In August 2016, 2016 15, Statement of Cash Flows (Topic 230 2018. not In March 2016, 2016 09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting. 2016 09 2016 09 January 1, 2017 $974 nine September 30, 2017. ASU 2016 09 In February 2016, 2016 02, Leases 2016 02 December 15, 2018. We are currently evaluating the requirements of ASU 2016 02 In May 2014, 2014 09, Revenue from Contracts with Customers. December 15, 2016 may July 2015, one December 31, 2017 not December 15, 2016. 2014 09 first December 31, 2018. the impact of adopting ASU 2014 09 |
Note 4 - Business Acquisitions
Note 4 - Business Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 4 – Business Acquisitions On September 6, 2017, acquired all of the outstanding interests in Marron and Associates, Inc. (“Marron”), a leading environmental services firm with offices in Albuquerque and Las Cruces, New Mexico. Marron provides environmental planning, natural and cultural resources, environmental site assessment, and GIS services. Marron primarily serves public and private clients throughout the Southwest, including the New Mexico Department of Transportation, Bureau of Land Management, Bureau of Indian Affairs, Federal Highway Administration, U.S. Department of Agriculture, U.S. Fish and Wildlife Service, and U.S. Forest Service. The purchase price of this acquisition is up to $990 $400 $300 3.0% three $100, second third September 6, 2017, 9 $67 1,510 $133 two first second September 6, 2017.The $90 2017. fourth 2017. The note and the earn-out are due to a related party individual who became an employee of the Company upon the acquisition. On June 6, 2017, bing (MEP) services based in Boston, Massachusetts. In addition to MEP and fire protection services, RDK offers commissioning services, technology design services, and energy and sustainability services, including Whole Building Energy Modeling and ASHRAE Level Energy Audits, Green Building Certification, Energy Code Consulting, Carbon Emissions Management, and Renewable Energy Management. RDK primarily serves commercial, healthcare, science and technology, education, government, and transportation clients. The purchase price of this acquisition is up to $22,500, $15,000 $5,500 3.0% four $1,375, third fourth June 6, 2017 ( 9 $667 18,072 $1,333 two first second June 6, 2017. third not fourth 2017. On May 4, 2017, $2,200 $1,000 $600 3.0% four $150, third fourth May 4, 2017, 9 $100 ’s common stock ( 2,628 $500 2017. four $125, third fourth May 4, 2017. $500 $405, third not fourth 2017. On May 1, 2017, firm, which specializes in the provision of services on major roadway projects, and its major clients include the Florida Department of Transportation and Florida’s Turnpike Enterprise. The purchase price of this acquisition is up to $4,940 $2,690 $2,200 3.0% four $550, third fourth May 1, 2017, 9 $17 441 $33 two first second May 1, 2017. $2,200 $550, 2017. $550 $413, In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for Lochrane, we engaged a third not fourth 2017. On April 14, 2017, $42,000, third . However, as of the date of this report, the valuation was not fourth 2017. On September 12, 2016, Weir Environmental, L.L.C. (“Weir”), a New Orleans, Louisiana-based emergency remediation and environmental assessment firm. Weir also provides residential and commercial property loss consulting services. The purchase price of this acquisition was $1,000 $300 $500 3.0% four $125, third fourth September 12, 2016, 9 $200 6,140 On May 20, 2016, Dade Moeller's technical expertise includes radiation protection, industrial hygiene and safety, environmental services and laboratory consulting. This acquisition expanded the Company’s environmental, health and safety services and allows the Company to offer these services on a broader scale within its existing network. The purchase price of this acquisition was $20,000 $10,000 $6,000 3.5% four $1,500, third fourth May 20, 2016, 9 $1,000 36,261 $3,000 three $1,000, second third May 20, 2016. On February 1, 2016, $14,000 T he following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition dates for the acquisitions during 2017 2016: 2017 2016 Acquisitions Acquisitions Cash $ 315 $ 128 Accounts receivable 20,906 20,221 Property and equipment 1,750 4,301 Prepaid expenses 968 1,336 Other assets 337 841 Intangible assets: Customer relationships 29,998 26,188 Trade name 2,224 1,922 Customer backlog 1,116 3,898 Non-compete 1,703 1,259 Favorable (unfavorable) lease - (225 ) Total Assets 59,317 59,869 Liabilities (11,272 ) (12,250 ) Deferred tax liabilities (15,567 ) (7,892 ) Net assets acquired 32,478 39,727 Consideration paid (Cash, Notes and/or stock) 70,712 76,011 Contingent earn-out liability (Cash and stock) 908 1,417 Total Consideration 71,620 77,428 Excess consideration over the amounts assigned to the net assets acquired (Goodwill) $ 39,142 $ 37,701 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 acquired of $2,294 $0 nine September 30, 2017 2016, $36,848 $15,793 nine September 30, 2017 2016, $1,077 $15,199 nine September 30, 2017 2016, The consolidated financial statements of the Company for the three nine September 30, 2017 2017 September 30, 2017. three nine September 30, 2017, $21,316 $35,524, $3,905 $6,847, three nine September 30, 2016 2016 September 30, 2016. three nine September 30, 2016, $12,363 $27,481, $1,108 $2,560, three nine September 30, 2017 $315 $892, The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for the three and nine September 30, 2017 January 1, 2016. not January 1, 2016; Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Gross revenues $ 91,263 $ 78,481 $ 262,496 $ 222,089 Net income $ 5,912 $ 4,583 $ 13,541 $ 11,805 Basic earnings per share $ 0.58 $ 0.45 $ 1.33 $ 1.32 Diluted earnings per share $ 0.55 $ 0.43 $ 1.26 $ 1.25 The Company has determined the supplemental disclosures pursuant to ASC 805 10 50 2h, not |
Note 5 - Accounts Receivable, N
Note 5 - Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 5 Accounts receivable, net, consists of the following: September 30, December 31, 2017 2016 Billed $ 81,399 $ 53,756 Unbilled 34,131 23,237 Contract retentions 580 510 116,110 77,503 Less: allowance for doubtful accounts (3,106 ) (1,992 ) Accounts receivable, net $ 113,004 $ 75,511 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 |
Note 6 - Property and Equipment
Note 6 - Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 6 – Property and Equipment, net Property and equipment, net, consists of the following: September 30, December 31, 2017 2016 Office furniture and equipment $ 1,575 $ 1,329 Computer equipment 8,530 6,808 Survey and field equipment 1,943 1,426 Leasehold improvements 1,670 1,583 13,718 11,146 Accumulated depreciation (5,709 ) (4,463 ) Property and equipment – net $ 8,009 $ 6,683 Depreciation expense was $760 $2,014 three nine September 30, 2017, $416 $1,207 three nine September 30, 2016, |
Note 7 - Goodwill and Intangibl
Note 7 - Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 7 Goodwill On August 1, 201 7, not not August 1, 2017. no August 2, 2017 September 30, 2017. The table set forth below shows the change in goodwill during the nine September 30, 2017 December 31, 2016: September 30, December 31, 2017 2016 Balance as of the beginning of the year $ 59,380 $ 21,679 Acquisitions 39,142 37,701 Reduction from working capital proceeds (1,138 ) - Balance as of the end of the period $ 97,384 $ 59,380 During the nine September 30, 2017, $1,138. Intangible Assets Intangible assets, net, as of September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships $ 68,799 $ (9,720 ) $ 59,079 $ 38,801 $ (5,746 ) $ 33,055 Trade name 6,409 (4,477 ) 1,932 4,185 (2,746 ) 1,439 Customer backlog 7,723 (3,509 ) 4,214 6,607 (2,284 ) 4,323 Favorable lease 553 (134 ) 419 553 (158 ) 395 Non-compete 4,249 (1,519 ) 2,730 2,546 (897 ) 1,649 Total $ 87,733 $ (19,359 ) $ 68,374 $ 52,692 $ (11,831 ) $ 40,861 Trade names are amortized on a straight-line basis over their estimated lives ranging from 1 3 1 9 4 5 9 Amortization expense was $3,028 $7,528 three nine September 30, 2017, $1,189 $3,077 three nine September 30, 2016, As of September 30, 2017, Period ending September 30, 2018 $ 10,370 2019 9,012 2020 7,461 2021 6,886 2022 6,642 Thereafter 28,003 Total $ 68,374 |
Note 8 - Accrued Liabilities
Note 8 - Accrued Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Accrued Liabilities Disclosure [Text Block] | Note 8 – Accrued Liabilities Accrued liabilities consist of the following: September 30, December 31, 2017 2016 Deferred rent $ 675 $ 696 Payroll and related taxes 3,758 4,518 Professional liability reserve 316 190 Benefits 4,753 1,673 Accrued vacation 6,172 5,327 Unreognized tax benefits 770 770 Other 1,729 4,142 Total $ 18,173 $ 17,316 |
Note 9 - Notes Payable and Othe
Note 9 - Notes Payable and Other Obligations | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 9 and Other Obligations Notes payable and other obligations consists of the following: September 30, December 31, 2017 2016 Senior Credit Facility $ 42,000 $ - Note Payable - 278 Other Obligations 6,449 6,047 Uncollateralized promisory notes 29,527 26,071 Total Notes Payable and Other Obligations 77,976 32,396 Current portion of notes payable and other obligations (10,821 ) (10,764 ) Notes payable and other obligations, less current portion $ 67,155 $ 21,632 Senior Credit Facility On December 7, 2016, five $80,000 $60,000. $5,000 $15,000 Borrowings under the Credit Agreement are at variable rates which are, at our option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offered Rate) plus an applicable rate or a base rate denominated in U.S. dollars. Interest rates are subject to change based on our Consolidated Senior Leverage Ratio (as defined in the Credit Agreement). The Senior Credit Facility contains certain financial covenants, including a maximum leverage ratio of 3.0:1 1.20:1. September 30, 2017 December 31, 2016, September 30, 2017 December 31, 2016, $42,000 $0, Note Payable The note held by the seller of Nolte Associates Inc. (the “Nolte Note”) matur ed on July 29, 2017. 1%, 7.0%. September 30, 2017 December 31, 2016, 4.25% $100 September 30, 2017 December 31, 2016, $0 $278, NV5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share data) Other Obligations On September 6, 2017, $133 two first second September 6, 2017. The outstanding balance of this obligation was $133 $0 September 30, 2017 December 31, 2016, On June 6, 2017, $1,333 two first second June 6, 2017. The outstanding balance of this obligation was $1,333 $0 September 30, 2017 December 31, 2016, On November 30, 2016, $1,200 two $600, first second November 30, 2016. $1,200 September 30, 2017 December 31, 2016. On October 26, 2016, $2,600 two $1,300, first second October 26, 2016. $2,600 September 30, 2017 December 31, 2016. On May 20, 2016, $3,000 three $1,000, second third May 20, 2016. $2,000 $3,000 September 30, 2017 December 31, 2016, Uncollateralized Promissory Notes On September 6, 2017, acquired all of the outstanding interests in Marron. The purchase price included an uncollateralized $300 3.0% three $100, second third September 6, 2017. The outstanding balance of the Marron Note was $300 $0 September 30, 2017 December 31, 2016, On June 6, 2017, The purchase price included an uncollateralized $5,500 3.0% four $1,375, third fourth June 6, 2017. $5,500 $0 September 30, 2017 December 31, 2016, On May 4, 2017, Company acquired all of the outstanding equity interest in H&K. The purchase price included an uncollateralized $600 3.0% four $150, third fourth May 4, 2017, The outstanding balance of the H&K Note was $600 $0 September 30, 2017 December 31, 2016, On May 1, 2017, $1,650 3.0% four $413, third fourth May 1, 2017, The outstanding balance of the Lochrane Note was $1,650 $0 September 30, 2017 December 31, 2016, NV5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share data) On December 6, 2016, $3,500 3.0% four $875, third fourth December 6, 2016, $3,500 September 30, 2017 December 31, 2016, On November 30, 2016, . The purchase price included an uncollateralized $2,700 3.0% four $675, third fourth November 30, 2016, $2,700 September 30, 2017 December 31, 2016, On October 26, 2016, . The purchase price included an uncollateralized $7,000 3.0% five $1,400, fourth fifth October 26, 2016, $7,000 September 30, 2017 December 31, 2016, On September 12, 2016, Weir. The purchase price included an uncollateralized $500 3.0% four $125, third fourth September 12, 2016, $375 $500 September 30, 2017 December 31, 2016, On May 20, 2016, $6,000 3.0% four $1,500 fourth May 20, 2016, $4,500 $6,000 September 30, 2017 December 31, 2016, On July 1, 2015, $4,000 3.0% four $1,000 fourth July 1, 2015, $2,000 $3,000 September 30, 2017 December 31, 2016, On June 24, 2015, $500 3.5% three $167 second third June 24, 2015, $166 $333 September 30, 2017 December 31, 2016, On April 22, 2015, $3,000 one $500 3% two $250 first second April 22, 2015, $0 $250 September 30, 2017 December 31, 2016, On January 30, 2015, $1,250 3.5% four $313 fourth January 30, 2015, $625 $938 September 30, 2017 December 31, 2016, On November 3, 2014, 3% $300 three $100 second third November 3, 2014, $100 September 30, 2017 December 31, 2016. NV5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (in thousands, except share data) On March 21, 2014, NV5, an uncollateralized $3,000 3.0% three $1,000 second third March 21, 2014, $0 $1,000 September 30, 2017 December 31, 2016. Future contractual maturities of long-term debt as of September 30, 2017 Period ending September 30, 2018 $ 10,821 2019 12,257 2020 6,612 2021 46,886 2022 1,400 Total $ 77,976 As of September 30, 2017 December 31, 2016, 2 |
Note 10 - Contingent Considerat
Note 10 - Contingent Consideration | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Contingencies Disclosure [Text Block] | Note 10 – Contingent Consideration The following table summarizes the changes in the carrying value of estimated contingent consideration: September 30, December 31, 2017 2016 Contingent consideration, beginning of the year $ 2,439 $ 1,279 Additions for acquisitions 908 1,417 Reduction of liability for payments made (625 ) (458 ) Increase of liability related to re-measurement of fair value 56 201 Total contingent consideration, end of the period 2,778 2,439 Current portion of contingent consideration (2,653 ) (564 ) Contingent consideration, less current portion $ 125 $ 1,875 |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 11 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 not The Com pany’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 Net Income and 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 | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 12 – Stock-Based Compensation In October 2011, ’s stockholders approved the 2011 March 2013 ( “2011 2011 may September 30, 2017, 826,305 2011 January 1 2014 2023, 3.5% December 31, two four nine September 30, 2017 The following table summarizes the status of restricted stock awards as of September 30, 2017 December 31, 2016, 2017: Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units Weighted Average Grant Date Fair Value Unvested shares as of December 31, 2016 502,773 $ 19.35 Granted 186,437 $ 37.76 Vested (90,305 ) $ 9.48 Forfeited (25,336 ) $ 28.79 Unvested shares as of September 30, 2017 573,569 $ 26.47 Share-based compensation expense relating to restricted stock awards during the three nine September 30, 2017 $1,161 $2,743, $655 $1,704 three nine September 30, 2016, $9,895 2.6 September 30, 2017. |
Note 13 - Income Taxes
Note 13 - Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 13 – Income Taxes In November 2015, 2015 17, Balance Sheet Classification of Deferred Taxes 2015 17 January 1, 2017 2015 17 January 1, 2017, $2,173 As of September 30, 2017 December 31, 2016, $22,084 $6,197, No September 30, 2017 December 31, 2016 not nine September 30, 2017, $15,567 The Company ’s consolidated effective income tax rate was 29.9% 27.8% three nine September 30, 2017, 36.9% 36.8% three nine September 30, 2016, three nine September 30, 2017, $114 $974, three nine September 30, 2017, 2016. The Company evaluates tax positions for recognition using a more-likely-than- not 50% The California Franchise Tax Board (“CFTB”) is challenging the use of certain research and development tax credits generated for the years 2005 2014. 2005 2016 2013 2016 2016, 2014. At September 30, 2017 December 31, 2016, $770 September 30, 2017 December 31, 2016 $770 not 12 |
Note 14 - Reportable Segments
Note 14 - Reportable Segments | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 1 4 – Reportable Segments The Company reports segment information in accordance with ASC Topic No. 280 Segment Reporting” No. 280” two The Company evaluates the performance of these reportable segments based on their respective operating income before the effect of amortization expense related to acquisitions and other unallocated corporate expenses. The Company accounts for inter-segment revenues and transfers as if the sales and transfers were to third 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 that occurred during the fourth 2016: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Gross revenues INF $ 49,024 $ 42,713 $ 134,446 $ 118,902 BTS 43,262 18,846 107,997 45,637 Elimination of inter- segment revenues (1,023 ) (1,468 ) (3,385 ) (3,651 ) Total gross revenues $ 91,263 $ 60,091 $ 239,058 $ 160,888 Segment income before taxes INF $ 9,559 $ 7,065 $ 23,749 $ 19,676 BTS 6,974 2,704 15,065 5,607 Total Segment income before taxes 16,533 9,769 38,814 25,283 Corporate (1) (8,098 ) (4,375 ) (21,510 ) (12,118 ) Total income before taxes $ 8,435 $ 5,394 $ 17,304 $ 13,165 ( 1 Includes amortization of intangibles of $3,028 $1,189 three September 30, 2017 2016, $7,528 $3,077 nine ended September 30, 2017 2016, |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
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 In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain a ll adjustments necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods presented. Accordingly, these statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10 December 31, 2016. December 31, 2016 not 2017 |
Fiscal Period, Policy [Policy Text Block] | Fiscal Year Effective March 7, 2017, January 1, 2017, 52/53 December 31st not not 2017, first April 1, 2017, second July 1, 2017, third September 30, 2017, December 30, 2017. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the 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 the Company’s 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 Trade receivable balances carried by the Company are comprised of accounts from a diverse client base across a broad range of industries and are not 32% 35% nine September 30, 2017 2016, not 10% nine September 30, 2017 2016. 57% 71% September 30, 2017 December 31, 2016, |
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 Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. 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 September 30, 2017 December 31, 2016, The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations third Several factors are considered when determining contingent consideration liabilities as part of the purchase price, including whether (i) the valuation of the acquisitions is not not We review and re-assess the estimated fair value of contingent consideration liabilities on a quarterly basis, and the updated fair value could differ materially from the initial estimates. The Company measures contingent consideration recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified within Level 3, 10 |
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 first not two two NV5 August 1 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 no not See Note 7 |
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 not three nine September 30, 2017 2016 560,689 434,082 2010. not three nine September 30, 2017 2016 three nine September 30, 2017 2016, no 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 nine September 30, 2017 2016: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Numerator: Net income – basic and diluted $ 5,912 $ 3,404 $ 12,501 $ 8,318 Denominator: Basic weighted average shares outstanding 10,211,114 9,941,517 10,155,751 8,826,090 Effect of dilutive non-vested restricted shares and units 311,677 203,997 305,392 209,032 Effect of issuable shares related to acquisitions 146,958 102,810 170,768 55,551 Effect of warrants 115,881 105,469 112,708 124,692 Diluted weighted average shares outstanding 10,785,630 10,353,793 10,744,619 9,215,365 |
Note 2 - Summary of Significa22
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Numerator: Net income – basic and diluted $ 5,912 $ 3,404 $ 12,501 $ 8,318 Denominator: Basic weighted average shares outstanding 10,211,114 9,941,517 10,155,751 8,826,090 Effect of dilutive non-vested restricted shares and units 311,677 203,997 305,392 209,032 Effect of issuable shares related to acquisitions 146,958 102,810 170,768 55,551 Effect of warrants 115,881 105,469 112,708 124,692 Diluted weighted average shares outstanding 10,785,630 10,353,793 10,744,619 9,215,365 |
Note 4 - Business Acquisitions
Note 4 - Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | 2017 2016 Acquisitions Acquisitions Cash $ 315 $ 128 Accounts receivable 20,906 20,221 Property and equipment 1,750 4,301 Prepaid expenses 968 1,336 Other assets 337 841 Intangible assets: Customer relationships 29,998 26,188 Trade name 2,224 1,922 Customer backlog 1,116 3,898 Non-compete 1,703 1,259 Favorable (unfavorable) lease - (225 ) Total Assets 59,317 59,869 Liabilities (11,272 ) (12,250 ) Deferred tax liabilities (15,567 ) (7,892 ) Net assets acquired 32,478 39,727 Consideration paid (Cash, Notes and/or stock) 70,712 76,011 Contingent earn-out liability (Cash and stock) 908 1,417 Total Consideration 71,620 77,428 Excess consideration over the amounts assigned to the net assets acquired (Goodwill) $ 39,142 $ 37,701 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Gross revenues $ 91,263 $ 78,481 $ 262,496 $ 222,089 Net income $ 5,912 $ 4,583 $ 13,541 $ 11,805 Basic earnings per share $ 0.58 $ 0.45 $ 1.33 $ 1.32 Diluted earnings per share $ 0.55 $ 0.43 $ 1.26 $ 1.25 |
Note 5 - Accounts Receivable,24
Note 5 - Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | September 30, December 31, 2017 2016 Billed $ 81,399 $ 53,756 Unbilled 34,131 23,237 Contract retentions 580 510 116,110 77,503 Less: allowance for doubtful accounts (3,106 ) (1,992 ) Accounts receivable, net $ 113,004 $ 75,511 |
Note 6 - Property and Equipme25
Note 6 - Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, December 31, 2017 2016 Office furniture and equipment $ 1,575 $ 1,329 Computer equipment 8,530 6,808 Survey and field equipment 1,943 1,426 Leasehold improvements 1,670 1,583 13,718 11,146 Accumulated depreciation (5,709 ) (4,463 ) Property and equipment – net $ 8,009 $ 6,683 |
Note 7 - Goodwill and Intangi26
Note 7 - Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | September 30, December 31, 2017 2016 Balance as of the beginning of the year $ 59,380 $ 21,679 Acquisitions 39,142 37,701 Reduction from working capital proceeds (1,138 ) - Balance as of the end of the period $ 97,384 $ 59,380 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | September 30, 2017 December 31, 2016 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Customer relationships $ 68,799 $ (9,720 ) $ 59,079 $ 38,801 $ (5,746 ) $ 33,055 Trade name 6,409 (4,477 ) 1,932 4,185 (2,746 ) 1,439 Customer backlog 7,723 (3,509 ) 4,214 6,607 (2,284 ) 4,323 Favorable lease 553 (134 ) 419 553 (158 ) 395 Non-compete 4,249 (1,519 ) 2,730 2,546 (897 ) 1,649 Total $ 87,733 $ (19,359 ) $ 68,374 $ 52,692 $ (11,831 ) $ 40,861 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Period ending September 30, 2018 $ 10,370 2019 9,012 2020 7,461 2021 6,886 2022 6,642 Thereafter 28,003 Total $ 68,374 |
Note 8 - Accrued Liabilities (T
Note 8 - Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | September 30, December 31, 2017 2016 Deferred rent $ 675 $ 696 Payroll and related taxes 3,758 4,518 Professional liability reserve 316 190 Benefits 4,753 1,673 Accrued vacation 6,172 5,327 Unreognized tax benefits 770 770 Other 1,729 4,142 Total $ 18,173 $ 17,316 |
Note 9 - Notes Payable and Ot28
Note 9 - Notes Payable and Other Obligations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | September 30, December 31, 2017 2016 Senior Credit Facility $ 42,000 $ - Note Payable - 278 Other Obligations 6,449 6,047 Uncollateralized promisory notes 29,527 26,071 Total Notes Payable and Other Obligations 77,976 32,396 Current portion of notes payable and other obligations (10,821 ) (10,764 ) Notes payable and other obligations, less current portion $ 67,155 $ 21,632 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Period ending September 30, 2018 $ 10,821 2019 12,257 2020 6,612 2021 46,886 2022 1,400 Total $ 77,976 |
Note 10 - Contingent Consider29
Note 10 - Contingent Consideration (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | September 30, December 31, 2017 2016 Contingent consideration, beginning of the year $ 2,439 $ 1,279 Additions for acquisitions 908 1,417 Reduction of liability for payments made (625 ) (458 ) Increase of liability related to re-measurement of fair value 56 201 Total contingent consideration, end of the period 2,778 2,439 Current portion of contingent consideration (2,653 ) (564 ) Contingent consideration, less current portion $ 125 $ 1,875 |
Note 12 - Stock-based Compens30
Note 12 - Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
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 December 31, 2016 502,773 $ 19.35 Granted 186,437 $ 37.76 Vested (90,305 ) $ 9.48 Forfeited (25,336 ) $ 28.79 Unvested shares as of September 30, 2017 573,569 $ 26.47 |
Note 14 - Reportable Segments (
Note 14 - Reportable Segments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2017 2016 2017 2016 Gross revenues INF $ 49,024 $ 42,713 $ 134,446 $ 118,902 BTS 43,262 18,846 107,997 45,637 Elimination of inter- segment revenues (1,023 ) (1,468 ) (3,385 ) (3,651 ) Total gross revenues $ 91,263 $ 60,091 $ 239,058 $ 160,888 Segment income before taxes INF $ 9,559 $ 7,065 $ 23,749 $ 19,676 BTS 6,974 2,704 15,065 5,607 Total Segment income before taxes 16,533 9,769 38,814 25,283 Corporate (1) (8,098 ) (4,375 ) (21,510 ) (12,118 ) Total income before taxes $ 8,435 $ 5,394 $ 17,304 $ 13,165 |
Note 2 - Summary of Significa32
Note 2 - Summary of Significant Accounting Policies (Details Textual) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Restricted Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 560,689 | 434,082 | 560,689 | 434,082 | |
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | CALIFORNIA [Member] | |||||
Concentration Risk, Percentage | 32.00% | 35.00% | |||
Accounts Receivable [Member] | Government Contracts Concentration Risk [Member] | |||||
Concentration Risk, Percentage | 57.00% | 71.00% |
Note 2 - Summary of Significa33
Note 2 - Summary of Significant Accounting Policies - Reconciliation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net income – basic and diluted | $ 5,912 | $ 3,404 | $ 12,501 | $ 8,318 |
Basic (in shares) | 10,211,114 | 9,941,517 | 10,155,751 | 8,826,090 |
Effect of dilutive non-vested restricted shares and units (in shares) | 311,677 | 203,997 | 305,392 | 209,032 |
Effect of issuable shares related to acquisitions (in shares) | 146,958 | 102,810 | 170,768 | 55,551 |
Effect of warrants (in shares) | 115,881 | 105,469 | 112,708 | 124,692 |
Diluted weighted average shares outstanding (in shares) | 10,785,630 | 10,353,793 | 10,744,619 | 9,215,365 |
Note 3 - Recent Accounting Pr34
Note 3 - Recent Accounting Pronouncements (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Expense (Benefit) | $ 2,523 | $ 1,990 | $ 4,803 | $ 4,847 |
Accounting Standards Update 2016-09 [Member] | ||||
Income Tax Expense (Benefit) | $ (114) | $ (974) |
Note 4 - Business Acquisition35
Note 4 - Business Acquisitions (Details Textual) | Sep. 06, 2017USD ($)shares | Jun. 06, 2017USD ($)shares | May 04, 2017USD ($)shares | May 01, 2017USD ($)shares | Apr. 14, 2017USD ($) | Sep. 12, 2016USD ($)shares | May 20, 2016USD ($)shares | Feb. 01, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Combination, Consideration Transferred | $ 71,620,000 | $ 77,428,000 | ||||||||||||
Payments to Acquire Businesses, Gross | 563,000 | $ 296,000 | ||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 908,000 | 1,417,000 | ||||||||||||
Business Combination, Contingent Consideration, Liability | $ 2,778,000 | 2,778,000 | 2,439,000 | $ 1,279,000 | ||||||||||
Goodwill, Acquired During Period | 39,142,000 | $ 37,701,000 | ||||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 1,077,000 | $ 15,199,000 | 1,077,000 | 15,199,000 | ||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 21,316 | 12,363,000 | 35,524,000 | 27,481,000 | ||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 3,905,000 | $ 1,108,000 | 6,847,000 | 2,560,000 | ||||||||||
General and Administrative Expense [Member] | ||||||||||||||
Business Combination, Acquisition Related Costs | $ 315,000 | 892,000 | ||||||||||||
INF [Member] | ||||||||||||||
Goodwill, Acquired During Period | 2,294,000 | 0 | ||||||||||||
BTS [Member] | ||||||||||||||
Goodwill, Acquired During Period | $ 36,848,000 | $ 15,793,000 | ||||||||||||
Marron and Associates, Inc. [Member] | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 400,000 | |||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 67,000 | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 1,510 | |||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable | $ 133,000 | |||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments | 2 | |||||||||||||
Marron and Associates, Inc. [Member] | Uncollateralized Promissory Note [Member] | ||||||||||||||
Business Combination, Contingent Consideration, Liability | $ 90,000 | |||||||||||||
Marron and Associates, Inc. [Member] | Uncollateralized Promissory Note [Member] | ||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 300,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 3 | |||||||||||||
Debt Instrument, Periodic Payment | $ 100,000 | |||||||||||||
Marron and Associates, Inc. [Member] | Maximum [Member] | ||||||||||||||
Business Combination, Consideration Transferred | $ 990,000 | |||||||||||||
Richard D. Kimball Co., Inc. [Member] | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 15,000,000 | |||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 667,000 | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 18,072 | |||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable | $ 1,333,000 | |||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments | 2 | |||||||||||||
Richard D. Kimball Co., Inc. [Member] | Uncollateralized Promissory Note [Member] | ||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 5,500,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 4 | |||||||||||||
Debt Instrument, Periodic Payment | $ 1,375,000 | |||||||||||||
Richard D. Kimball Co., Inc. [Member] | Maximum [Member] | ||||||||||||||
Business Combination, Consideration Transferred | $ 22,500,000 | |||||||||||||
Holdrege & Kull, Consulting Engineers and Geologists [Member] | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 1,000,000 | |||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 100,000 | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 2,628 | |||||||||||||
Business Combination, Contingent Consideration, Liability | $ 405,000 | |||||||||||||
Business Combination, Contingent Consideration Arrangements, Number of Equal Installments | 4 | |||||||||||||
Business Combination, Contingent Consideration Arrangements, Periodic Payments | $ 125,000 | |||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 500,000 | |||||||||||||
Holdrege & Kull, Consulting Engineers and Geologists [Member] | Uncollateralized Promissory Note [Member] | ||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 600,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 4 | |||||||||||||
Debt Instrument, Periodic Payment | $ 150,000 | |||||||||||||
Holdrege & Kull, Consulting Engineers and Geologists [Member] | Maximum [Member] | ||||||||||||||
Business Combination, Consideration Transferred | $ 2,200,000 | |||||||||||||
Lochrane Engineering, Inc. [Member] | ||||||||||||||
Payments to Acquire Businesses, Gross | $ 2,690,000 | |||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 17,000 | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 441 | |||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable | $ 33,000 | |||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments | 2 | |||||||||||||
Business Combination, Contingent Consideration, Liability | $ 413,000 | |||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 550,000 | |||||||||||||
Lochrane Engineering, Inc. [Member] | Uncollateralized Promissory Note [Member] | ||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,650,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 4 | |||||||||||||
Debt Instrument, Periodic Payment | $ 413,000 | |||||||||||||
Lochrane Engineering, Inc. [Member] | Maximum [Member] | ||||||||||||||
Business Combination, Consideration Transferred | $ 4,940,000 | |||||||||||||
Bock & Clark Corporation [Member] | ||||||||||||||
Business Combination, Consideration Transferred | $ 42,000,000 | |||||||||||||
Weir Environmental LLC [Member] | ||||||||||||||
Business Combination, Consideration Transferred | $ 1,000,000 | |||||||||||||
Payments to Acquire Businesses, Gross | 300,000 | |||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 200,000 | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 6,140 | |||||||||||||
Weir Environmental LLC [Member] | Uncollateralized Promissory Note [Member] | ||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 4 | |||||||||||||
Debt Instrument, Periodic Payment | $ 125,000 | |||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 125,000 | |||||||||||||
Dade Moeller [Member] | ||||||||||||||
Business Combination, Consideration Transferred | $ 20,000,000 | |||||||||||||
Payments to Acquire Businesses, Gross | 10,000,000 | |||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,000,000 | |||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 36,261 | |||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable | $ 3,000,000 | |||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments | 3 | |||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Periodic Payments | $ 1,000,000 | |||||||||||||
Dade Moeller [Member] | Uncollateralized Promissory Note [Member] | ||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 6,000,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 4 | |||||||||||||
Debt Instrument, Periodic Payment | $ 1,500,000 | |||||||||||||
Sebesta [Member] | ||||||||||||||
Business Combination, Consideration Transferred | $ 14,000,000 |
Note 4 - Business Acquisition36
Note 4 - Business Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Cash | $ 315 | $ 128 | |
Accounts receivable | 20,906 | 20,221 | |
Property and equipment | 1,750 | 4,301 | |
Prepaid expenses | 968 | 1,336 | |
Other assets | 337 | 841 | |
Favorable (unfavorable) lease | (225) | ||
Total Assets | 59,317 | 59,869 | |
Liabilities | (11,272) | (12,250) | |
Deferred tax liabilities | (15,567) | (7,892) | |
Net assets acquired | 32,478 | 39,727 | |
Consideration paid (Cash, Notes and/or stock) | 70,712 | 76,011 | |
Contingent consideration (earn-out) | 908 | 1,417 | |
Total Consideration | 71,620 | 77,428 | |
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | 39,142 | 37,701 | |
Customer Relationships [Member] | |||
Intangible assets | 29,998 | 26,188 | |
Trade Names [Member] | |||
Intangible assets | 2,224 | 1,922 | |
Customer Lists [Member] | |||
Intangible assets | 1,116 | 3,898 | |
Noncompete Agreements [Member] | |||
Intangible assets | $ 1,703 | $ 1,259 |
Note 4 - Business Acquisition37
Note 4 - Business Acquisitions - Pro Forma Consolidated Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Gross revenues | $ 91,263 | $ 78,481 | $ 262,496 | $ 222,089 |
Net income | $ 5,912 | $ 4,583 | $ 13,541 | $ 11,805 |
Basic earnings per share (in dollars per share) | $ 0.58 | $ 0.45 | $ 1.33 | $ 1.32 |
Diluted earnings per share (in dollars per share) | $ 0.55 | $ 0.43 | $ 1.26 | $ 1.25 |
Note 5 - Accounts Receivable,38
Note 5 - Accounts Receivable, Net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts receivable, gross | $ 116,110 | $ 77,503 |
Less: allowance for doubtful accounts | (3,106) | (1,992) |
Accounts receivable, net | 113,004 | 75,511 |
Billed [Member] | ||
Accounts receivable, gross | 81,399 | 53,756 |
Unbilled [Member] | ||
Accounts receivable, gross | 34,131 | 23,237 |
Contract Retentions [Member] | ||
Accounts receivable, gross | $ 580 | $ 510 |
Note 6 - Property and Equipme39
Note 6 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Depreciation | $ 760 | $ 416 | $ 2,014 | $ 1,207 |
Note 6 - Property and Equipme40
Note 6 - Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property and equipment, gross | $ 13,718 | $ 11,146 |
Accumulated depreciation | (5,709) | (4,463) |
Property and equipment, net | 8,009 | 6,683 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 1,575 | 1,329 |
Computer Equipment [Member] | ||
Property and equipment, gross | 8,530 | 6,808 |
Survey and Field Equipment [Member] | ||
Property and equipment, gross | 1,943 | 1,426 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | $ 1,670 | $ 1,583 |
Note 7 - Goodwill and Intangi41
Note 7 - Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | Aug. 01, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 |
Goodwill, Impairment Loss | $ 0 | $ 0 | ||||
Goodwill, Period Increase (Decrease) | $ (1,138) | |||||
Amortization of Intangible Assets | $ 3,028 | $ 1,189 | $ 7,528 | $ 3,077 | ||
Trade Names [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||||
Trade Names [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||||
Customer Lists [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||||
Customer Lists [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 9 years | |||||
Noncompete Agreements [Member] | Minimum [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 4 years | |||||
Noncompete Agreements [Member] | Maximum [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||
Off-Market Favorable Lease [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 9 years |
Note 7 - Goodwill and Intangi42
Note 7 - Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Balance as of the beginning of the year | $ 59,380 | $ 21,679 |
Acquisitions | 39,142 | 37,701 |
Reduction from working capital proceeds | (1,138) | |
Balance as of the end of the period | $ 97,384 | $ 59,380 |
Note 7 - Goodwill and Intangi43
Note 7 - Goodwill and Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Intangible assets, gross | $ 87,733 | $ 52,692 |
Intangible assets, accumulated amortization | (19,359) | (11,831) |
Intangible assets, net | 68,374 | 40,861 |
Customer Relationships [Member] | ||
Intangible assets, gross | 68,799 | 38,801 |
Intangible assets, accumulated amortization | (9,720) | (5,746) |
Intangible assets, net | 59,079 | 33,055 |
Trade Names [Member] | ||
Intangible assets, gross | 6,409 | 4,185 |
Intangible assets, accumulated amortization | (4,477) | (2,746) |
Intangible assets, net | 1,932 | 1,439 |
Customer Lists [Member] | ||
Intangible assets, gross | 7,723 | 6,607 |
Intangible assets, accumulated amortization | (3,509) | (2,284) |
Intangible assets, net | 4,214 | 4,323 |
Off-Market Favorable Lease [Member] | ||
Intangible assets, gross | 553 | 553 |
Intangible assets, accumulated amortization | (134) | (158) |
Intangible assets, net | 419 | 395 |
Noncompete Agreements [Member] | ||
Intangible assets, gross | 4,249 | 2,546 |
Intangible assets, accumulated amortization | (1,519) | (897) |
Intangible assets, net | $ 2,730 | $ 1,649 |
Note 7 - Goodwill and Intangi44
Note 7 - Goodwill and Intangible Assets - Estimated Future Amortization Expense of Intangible Assets (Details) $ in Thousands | Sep. 30, 2017USD ($) |
2,018 | $ 10,370 |
2,019 | 9,012 |
2,020 | 7,461 |
2,021 | 6,886 |
2,022 | 6,642 |
Thereafter | 28,003 |
Total | $ 68,374 |
Note 8 - Accrued Liabilities -
Note 8 - Accrued Liabilities - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Deferred rent | $ 675 | $ 696 |
Payroll and related taxes | 3,758 | 4,518 |
Professional liability reserve | 316 | 190 |
Benefits | 4,753 | 1,673 |
Accrued vacation | 6,172 | 5,327 |
Unreognized tax benefits | 770 | 770 |
Other | 1,729 | 4,142 |
Total | $ 18,173 | $ 17,316 |
Note 9 - Notes Payable and Ot46
Note 9 - Notes Payable and Other Obligations (Details Textual) | Sep. 06, 2017USD ($) | Jun. 06, 2017USD ($) | May 04, 2017USD ($) | May 01, 2017USD ($) | Dec. 07, 2016USD ($) | Dec. 06, 2016USD ($) | Nov. 30, 2016USD ($) | Oct. 26, 2016USD ($) | Sep. 12, 2016USD ($) | May 20, 2016USD ($) | Jul. 01, 2015USD ($) | Jun. 24, 2015USD ($) | Apr. 22, 2015USD ($) | Jan. 30, 2015USD ($) | Nov. 03, 2014USD ($) | Mar. 21, 2014USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Business Combination, Consideration Transferred, Liabilities Incurred | $ 908,000 | $ 1,417,000 | |||||||||||||||||
Marron and Associates, Inc. [Member] | |||||||||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable | $ 133,000 | ||||||||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments | 2 | ||||||||||||||||||
Other Liabilities | 133,000 | 0 | |||||||||||||||||
Richard D. Kimball Co., Inc. [Member] | |||||||||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable | $ 1,333,000 | ||||||||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments | 2 | ||||||||||||||||||
Other Liabilities | 1,333,000 | 0 | |||||||||||||||||
The Hanna Group, Inc. [Member] | |||||||||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable | $ 1,200,000 | ||||||||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments | 2 | ||||||||||||||||||
Other Liabilities | 1,200,000 | 1,200,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Periodic Payments | $ 600,000 | ||||||||||||||||||
JBA Consulting Engineers, Inc. [Member] | |||||||||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable | $ 2,600,000 | ||||||||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments | 2 | ||||||||||||||||||
Other Liabilities | 2,600,000 | 1,200,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Periodic Payments | $ 1,300,000 | ||||||||||||||||||
Dade Moeller [Member] | |||||||||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable | $ 3,000,000 | ||||||||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments | 3 | ||||||||||||||||||
Other Liabilities | 2,000,000 | 3,000,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Periodic Payments | $ 1,000,000 | ||||||||||||||||||
Lochrane Engineering, Inc. [Member] | |||||||||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable | $ 33,000 | ||||||||||||||||||
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments | 2 | ||||||||||||||||||
Note Payable, Former Stockholder of Nolte [Member] | |||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 100,000 | ||||||||||||||||||
Notes Payable | $ 0 | $ 278,000 | |||||||||||||||||
Note Payable, Former Stockholder of Nolte [Member] | Prime Rate [Member] | |||||||||||||||||||
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] | Prime Rate [Member] | Minimum [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 7.00% | ||||||||||||||||||
Uncollateralized Promissory Note [Member] | Marron and Associates, Inc. [Member] | |||||||||||||||||||
Notes Payable | $ 300,000 | $ 0 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 300,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 3 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 100,000 | ||||||||||||||||||
Uncollateralized Promissory Note [Member] | Richard D. Kimball Co., Inc. [Member] | |||||||||||||||||||
Notes Payable | $ 5,500,000 | 0 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 5,500,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 4 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,375,000 | ||||||||||||||||||
Uncollateralized Promissory Note [Member] | The Hanna Group, Inc. [Member] | |||||||||||||||||||
Notes Payable | 2,700,000 | 2,700,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 2,700,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 4 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 675,000 | ||||||||||||||||||
Uncollateralized Promissory Note [Member] | JBA Consulting Engineers, Inc. [Member] | |||||||||||||||||||
Notes Payable | 7,000,000 | 7,000,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 7,000,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 5 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,400,000 | ||||||||||||||||||
Uncollateralized Promissory Note [Member] | Dade Moeller [Member] | |||||||||||||||||||
Notes Payable | 4,500,000 | 6,000,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 6,000,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 4 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,500,000 | ||||||||||||||||||
Uncollateralized Promissory Note [Member] | Holdrege & Kull, Consulting Engineers and Geologists [Member] | |||||||||||||||||||
Notes Payable | 600,000 | 0 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 600,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 4 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 150,000 | ||||||||||||||||||
Uncollateralized Promissory Note [Member] | Lochrane Engineering, Inc. [Member] | |||||||||||||||||||
Notes Payable | 1,650,000 | 0 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,650,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 4 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 413,000 | ||||||||||||||||||
Uncollateralized Promissory Note [Member] | CivilSource, Inc. [Member] | |||||||||||||||||||
Notes Payable | 3,500,000 | 3,500,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 3,500,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 4 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 875,000 | ||||||||||||||||||
Uncollateralized Promissory Note [Member] | Weir Environmental LLC [Member] | |||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 125,000 | ||||||||||||||||||
Notes Payable | 375,000 | 500,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 4 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 125,000 | ||||||||||||||||||
Uncollateralized Promissory Note [Member] | RBA Group Inc. [Member] | |||||||||||||||||||
Notes Payable | 2,000,000 | 3,000,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 4,000,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 4 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,000,000 | ||||||||||||||||||
Uncollateralized Promissory Note [Member] | Allwyn Priorities LLC [Member] | |||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 167,000 | ||||||||||||||||||
Notes Payable | 166,000 | 333,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 3 | ||||||||||||||||||
Uncollateralized Promissory Note [Member] | Richard J. Mendoza, Inc. [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.00% | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 250,000 | ||||||||||||||||||
Notes Payable | 0 | 250,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 500,000 | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 2 | ||||||||||||||||||
Uncollateralized Promissory Note [Member] | Joslin Lesser and Associates [Member] | |||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 313,000 | ||||||||||||||||||
Notes Payable | 625,000 | 938,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,250,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 4 | ||||||||||||||||||
Uncollateralized Promissory Note [Member] | Buric Companies [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.00% | ||||||||||||||||||
Notes Payable | 100,000 | 100,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 300,000 | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 3 | ||||||||||||||||||
Debt Instrument, Periodic Payment | $ 100,000 | ||||||||||||||||||
Uncollateralized Promissory Note [Member] | NV5, LLC [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.00% | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,000,000 | ||||||||||||||||||
Notes Payable | 0 | 1,000,000 | |||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 3,000,000 | ||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments | 3 | ||||||||||||||||||
Short-term Promissory Note [Member] | Richard J. Mendoza, Inc. [Member] | |||||||||||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 3,000,000 | ||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||
Bank of America, N.A. [Member] | Senior Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||
Line of Credit Facility, Expiration Period | 5 years | ||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 80,000,000 | ||||||||||||||||||
Line of Credit Facility, Additional Maximum Borrowing Capacity | $ 60,000,000 | ||||||||||||||||||
Line of Credit Facility, Maximum Leverage Ratio | 3 | ||||||||||||||||||
Line of Credit Facility, Minimum Fixed Charge Coverage Ratio | 1.2 | ||||||||||||||||||
Long-term Line of Credit | $ 42,000,000 | $ 0 | |||||||||||||||||
Bank of America, N.A. [Member] | Senior Credit Facility [Member] | Standby Letters of Credit [Member] | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | ||||||||||||||||||
Bank of America, N.A. [Member] | Senior Credit Facility [Member] | Swingline Loans [Member] | |||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000,000 |
Note 9 - Notes Payable and Ot47
Note 9 - Notes Payable and Other Obligations - Summary of Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Notes payable and other obligations | $ 77,976 | $ 32,396 |
Total | 77,976 | 32,396 |
Current portion of notes payable and other obligations | (10,821) | (10,764) |
Notes payable and other obligations, less current portion | 67,155 | 21,632 |
Senior Credit Facility [Member] | ||
Notes payable and other obligations | 42,000 | |
Total | 42,000 | |
Note Payable, Former Stockholder of Nolte [Member] | ||
Notes payable and other obligations | 278 | |
Total | 278 | |
Stock Payable [Member] | ||
Notes payable and other obligations | 6,449 | 6,047 |
Total | 6,449 | 6,047 |
Uncollateralized Promissory Note [Member] | ||
Notes payable and other obligations | 29,527 | 26,071 |
Total | $ 29,527 | $ 26,071 |
Note 9 - Notes Payable and Ot48
Note 9 - Notes Payable and Other Obligations - Future Contractual Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
2,018 | $ 10,821 | |
2,019 | 12,257 | |
2,020 | 6,612 | |
2,021 | 46,886 | |
2,022 | 1,400 | |
Total | $ 77,976 | $ 32,396 |
Note 10 - Contingent Consider49
Note 10 - Contingent Consideration - Summary of Contingent Consideration (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Contingent consideration, beginning of the year | $ 2,439 | $ 1,279 |
Additions for acquisitions | 908 | 1,417 |
Reduction of liability for payments made | (625) | (458) |
Increase of liability related to re-measurement of fair value | 56 | 201 |
Total contingent consideration, end of the period | 2,778 | 2,439 |
Current portion of contingent consideration | (2,653) | (564) |
Contingent consideration, less current portion | $ 125 | $ 1,875 |
Note 12 - Stock-based Compens50
Note 12 - Stock-based Compensation (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restricted Stock [Member] | ||||
Allocated Share-based Compensation Expense | $ 1,161 | $ 655 | $ 2,743 | $ 1,704 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 9,895 | $ 9,895 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 219 days | |||
Equity Plan 2011 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 826,305 | 826,305 | ||
Rate of Increase Decrease in Shares Authorized for Issuance | 3.50% | |||
Equity Plan 2011 [Member] | Restricted Stock [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | |||
Equity Plan 2011 [Member] | Restricted Stock [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Note 12 - Stock-based Compens51
Note 12 - Stock-based Compensation - Restricted Stock Awards (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Unvested shares as of (in shares) | shares | 502,773 |
Unvested shares as of (in dollars per share) | $ / shares | $ 19.35 |
Granted (in shares) | shares | 186,437 |
Granted (in dollars per share) | $ / shares | $ 37.76 |
Vested (in shares) | shares | (90,305) |
Vested (in dollars per share) | $ / shares | $ 9.48 |
Forfeited (in shares) | shares | (25,336) |
Forfeited (in dollars per share) | $ / shares | $ 28.79 |
Unvested shares as of (in shares) | shares | 573,569 |
Unvested shares as of (in dollars per share) | $ / shares | $ 26.47 |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Deferred Tax Liabilities, Net, Noncurrent | $ 22,084 | $ 22,084 | $ 6,197 | ||
Deferred Tax Assets, Valuation Allowance | 0 | 0 | 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | $ 15,567 | $ 15,567 | 7,892 | ||
Effective Income Tax Rate Reconciliation, Percent | 29.90% | 36.90% | 27.80% | 36.80% | |
Income Tax Expense (Benefit) | $ 2,523 | $ 1,990 | $ 4,803 | $ 4,847 | |
Unrecognized Tax Benefits | 770 | 770 | 770 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 770 | 770 | $ 770 | ||
Reclassification of Deferred Tax Assets from Current Assets to Noncurrent Liabilities [Member] | As of December 31, 2016 [Member] | |||||
Prior Period Reclassification Adjustment | 2,173 | ||||
Accounting Standards Update 2016-09 [Member] | |||||
Income Tax Expense (Benefit) | $ (114) | $ (974) |
Note 14 - Reportable Segments53
Note 14 - Reportable Segments (Details Textual) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | |
Number of Operating Segments | 2 | |||
Amortization of Intangible Assets | $ 3,028 | $ 1,189 | $ 7,528 | $ 3,077 |
Number of Reportable Segments | 2 |
Note 14 - Reportable Segments -
Note 14 - Reportable Segments - Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Gross revenues | $ 91,263 | $ 91,263 | $ 60,091 | $ 239,058 | $ 160,888 | |
Income before taxes | 8,435 | $ 8,435 | 5,394 | 17,304 | 13,165 | |
Operating Segments [Member] | INF [Member] | ||||||
Gross revenues | 49,024 | 42,713 | 134,446 | 118,902 | ||
Income before taxes | 9,559 | 7,065 | 23,749 | 19,676 | ||
Operating Segments [Member] | BTS [Member] | ||||||
Gross revenues | 43,262 | 18,846 | 107,997 | 45,637 | ||
Income before taxes | 6,974 | 2,704 | 15,065 | 5,607 | ||
Intersegment Eliminations [Member] | ||||||
Gross revenues | (1,023) | (1,468) | (3,385) | (3,651) | ||
Income before taxes | 16,533 | 9,769 | 38,814 | 25,283 | ||
Corporate, Non-Segment [Member] | ||||||
Income before taxes | [1] | $ (8,098) | $ (4,375) | $ (21,510) | $ (12,118) | |
[1] | Includes amortization of intangibles of $3,028 and $1,189 for the three months ended September 30, 2017 and 2016, respectively, and $7,528 and $3,077 for the nine months ended September 30, 2017 and 2016, respectively. |