Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 28, 2020 | May 04, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 28, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35849 | |
Entity Registrant Name | NV5 Global, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-3458017 | |
Entity Address, Address Line One | 200 South Park Road, | |
Entity Address, Address Line Two | Suite 350 | |
Entity Address, City or Town | Hollywood, | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33021 | |
City Area Code | 954 | |
Local Phone Number | 495-2112 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | NVEE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,874,424 | |
Entity Central Index Key | 0001532961 | |
Current Fiscal Year End Date | --01-02 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 38,326 | $ 31,825 |
Billed receivables, net | 125,192 | 131,041 |
Unbilled receivables, net | 86,713 | 79,428 |
Prepaid expenses and other current assets | 8,220 | 8,906 |
Total current assets | 258,451 | |
Property and equipment, net | 27,759 | 25,733 |
Right-of-use lease assets, net | 43,950 | 46,313 |
Intangible assets, net | 247,614 | 255,961 |
Goodwill | 310,206 | 309,216 |
Other assets | 3,438 | 4,714 |
Total assets | 891,418 | 893,137 |
Current liabilities: | ||
Accounts payable | 36,176 | 36,116 |
Accrued liabilities | 41,087 | 47,432 |
Income taxes payable | 1,365 | 0 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 4,507 | 3,303 |
Client deposits | 229 | 221 |
Current portion of contingent consideration | 1,079 | 1,954 |
Current portion of notes payable and other obligations | 24,946 | 25,332 |
Total current liabilities | 109,389 | 114,358 |
Contingent consideration, less current portion | 1,995 | 2,048 |
Long-term lease liabilities | 32,624 | 34,573 |
Notes payable and other obligations, less current portion | 331,317 | 332,854 |
Deferred income tax liabilities, net | 51,727 | 53,341 |
Total liabilities | 527,052 | 537,174 |
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, 12,874,424 and 12,852,357 shares issued and outstanding as of March 28, 2020 and December 28, 2019, respectively | 129 | 129 |
Additional paid-in capital | 255,402 | 251,187 |
Retained earnings | 108,835 | 104,647 |
Total stockholders’ equity | 364,366 | 355,963 |
Total liabilities and stockholders’ equity | $ 891,418 | $ 893,137 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 28, 2020 | Dec. 28, 2019 |
Statement of Financial Position [Abstract] | ||
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) | 12,874,424 | 12,852,357 |
Common stock, shares outstanding (in shares) | 12,874,424 | 12,852,357 |
Consolidated Statements of Net
Consolidated Statements of Net Income and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Income Statement [Abstract] | ||
Gross revenues | $ 165,480 | $ 117,335 |
Direct costs (excluding depreciation and amortization): | ||
Salaries and wages | 45,034 | 35,257 |
Sub-consultant services | 27,427 | 16,952 |
Other direct costs | 8,487 | 9,696 |
Total direct costs | 80,948 | 61,905 |
Gross Profit | 84,532 | 55,430 |
Operating Expenses: | ||
Salaries and wages, payroll taxes and benefits | 45,556 | 29,238 |
General and administrative | 13,157 | 8,862 |
Facilities and facilities related | 5,397 | 3,806 |
Depreciation and amortization | 11,040 | 6,113 |
Total operating expenses | 75,150 | 48,019 |
Income from operations | 9,382 | 7,411 |
Interest expense | (3,788) | (351) |
Income before income tax expense | 5,594 | 7,060 |
Income tax expense | (1,406) | (1,517) |
Net Income and Comprehensive Income | $ 4,188 | $ 5,543 |
Earnings per share: | ||
Basic (in dollars per Share) | $ 0.34 | $ 0.46 |
Diluted (in dollars per Share) | $ 0.33 | $ 0.44 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 12,233,477 | 11,960,944 |
Diluted (in shares) | 12,593,788 | 12,463,007 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings |
Beginning Balance (in shares) at Dec. 29, 2018 | 12,550,711 | |||
Beginning Balance at Dec. 29, 2018 | $ 317,542,000 | $ 126,000 | $ 236,525,000 | $ 80,891,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock compensation | 1,798,000 | 1,798,000 | ||
Restricted stock issuance, net (in shares) | (6,750,000) | |||
Restricted stock issuance, net | 0 | $ (100) | 100 | |
Stock issuance for acquisitions (in shares) | 9,969,000 | |||
Stock issuance for acquisitions | 563,000 | $ 100 | 563,000 | |
Proceeds from secondary offering, net of costs (in shares) | 11,185,000 | |||
Stock Issued During Period, Value, Other | 725,000 | $ 100 | 725,000 | |
Net income | 5,543,000 | 5,543,000 | ||
Ending Balance (in shares) at Mar. 30, 2019 | 12,565,115 | |||
Ending Balance at Mar. 30, 2019 | 326,171,000 | $ 126,000 | 239,611,000 | 86,434,000 |
Beginning Balance (in shares) at Dec. 28, 2019 | 12,852,357 | |||
Beginning Balance at Dec. 28, 2019 | 355,963,000 | $ 129,000 | 251,187,000 | 104,647,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock compensation | 3,379,000 | 3,379,000 | ||
Restricted stock issuance, net (in shares) | 4,417 | |||
Restricted stock issuance, net | 0 | |||
Stock issuance for acquisitions (in shares) | 12,406 | |||
Stock issuance for acquisitions | 558,000 | 558,000 | ||
Proceeds from secondary offering, net of costs (in shares) | 5,244 | |||
Stock Issued During Period, Value, Other | 278,000 | 278,000 | ||
Net income | 4,188,000 | 4,188,000 | ||
Ending Balance (in shares) at Mar. 28, 2020 | 12,874,424 | |||
Ending Balance at Mar. 28, 2020 | $ 364,366,000 | $ 129,000 | $ 255,402,000 | $ 108,835,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Cash Flows From Operating Activities: | ||
Net income | $ 4,188 | $ 5,543 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 11,040 | 6,113 |
Non-cash lease expense | 1,704 | 2,009 |
Provision for doubtful accounts | 215 | 206 |
Stock based compensation | 3,379 | 1,798 |
Change in fair value of contingent consideration | 0 | 49 |
(Gain) loss on disposals of property and equipment | (339) | 1 |
Deferred income taxes | (1,614) | (463) |
Amortization of debt issuance costs | 220 | 0 |
Changes in operating assets and liabilities, net of impact of acquisitions: | ||
Billed receivables | 6,053 | 8,995 |
Unbilled receivables | (7,764) | 3,350 |
Prepaid expenses and other assets | 1,962 | (1,331) |
Accounts payable | 44 | (3,240) |
Accrued liabilities | (8,061) | (4,930) |
Income taxes payable | 1,365 | 1,521 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 1,204 | (3,370) |
Deposits | 7 | 62 |
Net cash provided by operating activities | 13,603 | 16,313 |
Cash Flows From Investing Activities: | ||
Cash paid for acquisitions (net of cash received from acquisitions) | 0 | (8,000) |
Proceeds from sale of assets | 425 | 0 |
Purchase of property and equipment | (4,525) | (690) |
Net cash used in investing activities | (4,100) | (8,690) |
Cash Flows From Financing Activities: | ||
Payments on notes payable | (2,116) | (1,848) |
Payments of contingent consideration | (650) | (700) |
Payments of debt issuance costs | (236) | 0 |
Net cash used in financing activities | (3,002) | (2,548) |
Net increase in Cash and Cash Equivalents | 6,501 | 5,075 |
Cash and cash equivalents – beginning of period | 31,825 | 40,739 |
Cash and cash equivalents – end of period | 38,326 | 45,814 |
Non-cash investing and financing activities: | ||
Notes payable and other obligations issued for acquisitions | 0 | 4,500 |
Stock issuance for acquisitions | 558 | 563 |
Finance leases | 408 | 0 |
Payment of contingent consideration and other obligations with common stock | $ 278 | $ 725 |
Organization and Nature of Busi
Organization and Nature of Business Operations | 3 Months Ended |
Mar. 28, 2020 | |
Accounting Policies [Abstract] | |
Organization and Nature of Business Operations | Organization and Nature of Business Operations Business NV5 Global, Inc. and its subsidiaries (collectively, the “Company,” “NV5 Global”) is a provider of professional and technical engineering and consulting solutions to public and private sector clients in the infrastructure, utility services, construction, real estate, and environmental markets, operating nationwide and abroad. 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: ● Infrastructure, engineering and support ● Management oversight ● Construction quality assurance, testing and inspection ● Permitting ● Program management ● Inspection and field supervision ● Utility services ● Testing inspection and certification ● Environmental ● Forensic engineering ● Planning ● Litigation support ● Design ● Condition assessment ● Consulting ● Compliance certification ● Geospatial solutions Impact of COVID-19 on Our Business The COVID-19 pandemic has significantly impacted global stock markets and economies and has adversely affected the market price of our common stock. We are closely monitoring the impact of the outbreak of COVID-19 on all aspects of our business, including how it will impact our customers and employees. While COVID-19 did not have a material adverse effect on our reported results for our first quarter, we are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position, or cash flows. The extent to which our operations may be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact. We intend to continue to monitor the impact of COVID-19 pandemic on our business closely. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 28, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 the Company and its 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 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-K for the year ended December 28, 2019 (the “ 2019 Form 10-K”). 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 2020 fiscal year. Performance Obligations To determine the proper revenue recognition method, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and therefore, is not distinct. The Company’s performance obligations are satisfied as work progresses or at a point in time. Revenue on our cost-reimbursable contracts is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it depicts the transfer of control to the customer. Contract costs include labor, subcontractors’ costs and other direct costs. Gross revenue from services transferred to customers at a point in time is recognized when the customer obtains control of the asset, which is generally upon delivery and acceptance by the customer of the reports and/or analysis performed. As of March 28, 2020 , the Company had $610,368 of remaining performance obligations, of which $498,457 is expected to be recognized over the next 12 months and the majority of the balance over the next 24 months. Contracts for which work authorizations have been received are included in performance obligations. Most of our government contracts are multi-year contracts for which funding is appropriated on an annual basis, therefore performance obligations include only those amounts that have been funded and authorized and does not reflect the full amounts we may receive over the term of such contracts. In the case of non-government contracts and project awards, performance obligations include future revenue at contract or customary rates, excluding contract renewals or extensions that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, we include revenue from such contracts in performance obligations to the extent of the remaining estimated amount. Contract Balances The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled receivables (contract assets), and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) on the Consolidated Balance Sheet. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized on these contracts as of the reporting date. This liability is generally classified as current. Revenue recognized that was included in the contract liability balance at the beginning of the fiscal year was $2,767 for the three months ended March 28, 2020 . There have been no material changes, other than those related to the adopted new accounting standards below, in the Company's significant accounting policies described in the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 28, 2019. Recently Adopted Accounting Pronouncements Goodwill and Intangible Assets In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment ("ASU 2017-04") . This ASU eliminates Step 2 of the goodwill impairment test and simplifies how the amount of an impairment loss is determined. The update is effective for public companies in the beginning of fiscal year 2020 and shall be applied on a prospective basis. The Company adopted this ASU at the beginning of fiscal year 2020. The Company has determined there were no changes to its financial statements as a result of the adoption. 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 the Company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to 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. The Company has elected to perform its annual goodwill impairment review on August 1 of each year. The Company conducts its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill. Identifiable intangible assets primarily include customer backlog, customer relationships, finite and indefinite-lived trade names, non-compete agreements, and developed technology. 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. There were no indicators, events or changes in circumstances that would indicate intangible assets were impaired during the three months ended March 28, 2020 . On August 1, 2019, 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, 2019. Furthermore, there were no indicators, events or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2019 through March 28, 2020 . See Note 7, Goodwill and Intangible Assets , for further information on goodwill and identified intangibles. Financial Instruments In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASU 2016-13"). This ASU introduces a new accounting model, the Current Expected Credit Losses model (CECL), which could result in earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model requires the Company to use a forward-looking expected credit loss impairment methodology for the recognition of credit losses for financial instruments at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. This model replaces the multiple existing impairment models in current GAAP, which generally require that a loss be incurred before it is recognized. The new standard also applies to receivables arising from revenue transactions such as contract assets and accounts receivable and is effective for fiscal years beginning after December 15, 2019. The Company adopted this ASU at the beginning of fiscal year 2020. The standard was applied prospectively and did not materially impact the consolidated financial statements. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 28, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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. The effect of potentially dilutive securities is not considered during periods of loss or if the effect is anti-dilutive. The weighted average number of shares outstanding in calculating basic earnings per share for the three months ended March 28, 2020 and March 30, 2019 exclude 637,186 and 594,326 non-vested restricted shares, respectively. During the three months ended March 28, 2020 , there were 164,221 weighted average securities which are not included in the calculation of diluted weighted average shares outstanding because their impact is anti-dilutive. There were no potentially anti-dilutive securities during the three months ended March 30, 2019 . 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: Three Months Ended March 28, 2020 March 30, 2019 Numerator: Net income – basic and diluted $ 4,188 $ 5,543 Denominator: Basic weighted average shares outstanding 12,233,477 11,960,944 Effect of dilutive non-vested restricted shares and units 297,999 407,724 Effect of issuable shares related to acquisitions 62,312 94,339 Diluted weighted average shares outstanding 12,593,788 12,463,007 |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Mar. 28, 2020 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions 2019 Acquisitions On December 20, 2019 (the "Closing Date"), the Company acquired all of the outstanding equity interests in Geospatial Holdings, Inc. and its subsidiaries, including Quantum Spatial, Inc. (collectively "QSI"), a full-service geospatial solutions provider serving the North American market. QSI provides data solutions to public and private sector clients that need geospatial intelligence to mitigate risk, plan for growth, better manage resources, and advance scientific understanding. NV5 Global acquired QSI in an all-cash transaction for $318,428 , which includes estimated excess working capital of $8,781 and estimated closing date cash of approximately $6,677 . The purchase price and other related costs associated with the transaction were financed through the Company's amended and restated credit agreement (the "A&R Credit Agreement") with Bank of America, N.A. and the other lenders party thereto. Pursuant to the A&R Credit Agreement, the lenders provided term commitments of $150,000 in the aggregate in a single draw on the Closing Date and revolving commitments totaling $215,000 . See Note 9, Notes Payable and Other Obligations , for further detail on the A&R Credit Agreement. In order to determine the fair values of tangible and intangible assets required and liabilities assumed for QSI, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. The final determination of the fair value of certain assets and liabilities will be completed within the one-year measurement period as required by ASC Topic 805, Business Combinations ("ASC 805"). The QSI acquisition will necessitate the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the acquisition date, including intangible assets, accounts receivable, and certain fixed assets. On November 8, 2019, the Company acquired from GHD Services, Inc. ("GHD") its assets related to the business for forensics and insurance. The GHD forensics and insurance business provides engineering and environmental claim services for insurance companies, law firms, and litigation support. The Company acquired GHD for a cash purchase price up to $8,300 . In order to determine the fair values of tangible and intangible assets required and liabilities assumed for GHD, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. The final determination of the fair value of certain assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The GHD acquisition will necessitate the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the acquisition date, including accounts receivable. On July 2, 2019, the Company acquired all of the outstanding equity interests in WHPacific, Inc. (“WHPacific”), a provider of design engineering and surveying services serving Washington, Oregon, Idaho, New Mexico, Arizona and California for a cash purchase price of $9,000 . In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for WHPacific, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. On July 1, 2019, the Company acquired all of the outstanding equity interests in GeoDesign, Inc. ("GeoDesign"), a geotechnical, environmental, geological, mining and pavement engineering company serving Washington, Oregon, and California. The aggregate purchase price was $11,245 , including $8,247 of cash, $2,000 in promissory note (bearing interest at 4.0% ), payable in four equal installments of $500 due on the first, second, third, and fourth anniversaries of July 1, 2019, and $375 of the Company's common stock ( 4,731 shares) issued at the closing date. The purchase price also includes $425 of the Company's common stock payable on the first and second anniversaries of July 1, 2019. Further, the purchase price includes a $1,500 earn-out of cash, which was recorded at the estimated fair value of $198 . In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for GeoDesign, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. On June 3, 2019, the Company acquired all of the outstanding equity interests in Alta Environmental, L.P. ("Alta"), a consulting firm specializing in air quality, environmental building sciences, water resources, site assessment and remediation as well as environmental health and safety compliance services. The aggregate purchase price was $6,323 , including $4,000 of cash and $2,000 in promissory note (bearing interest at 4.0% ), payable in 4 equal installments of $500 due on the first, second, third, and fourth anniversaries of June 3, 2019. Further, the purchase price includes a $500 earn-out of cash, which was recorded at an estimated fair value of $323 . In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Alta, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. On June 3, 2019, the Company acquired all of the outstanding equity interests in Page One Consultants ("Page One"), a program management and construction quality assurance firm based in Orlando, Florida. The aggregate purchase price was $3,995 , including $2,293 of cash, $1,000 in promissory note (bearing interest at 3.0% ), payable in three equal installments of $333 due on the first, second, and third anniversaries of June 3, 2019, and $200 of the Company's common stock ( 2,647 shares) issued at the closing date. The purchase price also includes $200 of the Company's common stock payable on the first anniversary date of June 3, 2019. Further, the purchase price includes a $500 earn-out of cash and stock, which was recorded at an estimated fair value of $302 . In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Page One, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. On March 22, 2019, the Company acquired all of the outstanding equity interests in the Sextant Group, Inc. ("The Sextant Group"), a national leading provider of audiovisual, information and communications technology, acoustics consulting, and design services headquartered in Pittsburgh, PA. The Sextant Group provides services throughout the U.S. and is well-known for creating integrated technology solutions for a wide range of public and private sector clients. The aggregate purchase price was $10,501 , including $6,501 of cash and $4,000 in promissory note (bearing interest at 4.0% ), payable in 4 equal installments of $1,000 due on the first, second, third, and fourth anniversaries of March 22, 2019. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for The Sextant Group, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. On December 31, 2018, the Company acquired certain assets of Celtic Energy, Inc. ("Celtic"), a nationally recognized energy efficiency consulting firm that specialized in energy efficiency project management and oversight. The aggregate purchase price was $1,881 , including $1,000 in cash, $300 in promissory note (bearing interest at 3.0% ), payable in three equal installments of $100 on the first, second, and third anniversaries of December 31, 2018, and $200 of the Company's common stock ( 3,227 shares) issued at the closing date. The purchase price also includes $200 of the Company's common stock payable on the first anniversary December 31, 2018. Further, the purchase price includes a $200 earn-out of cash, which was recorded at an estimated fair value of $181 . In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Celtic, the Company performed a purchase price allocation. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date for the acquisitions closed during 2019 : 2019 QSI Other Total Cash $ 6,894 $ 75 $ 6,969 Billed and unbilled receivables, net 42,523 20,723 63,246 Right-of-use assets 6,131 — 6,131 Property and equipment 13,499 2,163 15,662 Prepaid expenses 2,612 997 3,609 Other assets 1,317 1,048 2,365 Intangible assets: Customer relationships 64,709 10,423 75,132 Trade name 58,546 1,365 59,911 Customer backlog 6,835 1,363 8,198 Developed technology 32,944 — 32,944 Other — 814 814 Total Assets $ 236,010 $ 38,971 $ 274,981 Liabilities (23,698 ) (8,343 ) (32,041 ) Deferred tax liabilities (39,372 ) (3,779 ) (43,151 ) Net assets acquired $ 172,940 $ 26,849 $ 199,789 Consideration paid (Cash, Notes and/or stock) $ 318,428 $ 50,447 $ 368,875 Contingent earn-out liability (Cash and stock) — 1,004 1,004 Total Consideration $ 318,428 $ 51,451 $ 369,879 Excess consideration over the amounts assigned to the net assets acquired (Goodwill) $ 145,488 $ 24,602 $ 170,090 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. See Note 7, Goodwill and Intangible Assets , for further information on goodwill and identified intangibles. The consolidated financial statements of the Company for the three months ended March 30, 2019 include the results of operations from any business acquired from their respective dates of acquisition during each of the respective period as follows: Three Months Ended March 30, 2019 Gross revenues $ 766 Income before income taxes $ 48 The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for the three months March 30, 2019 as if the acquisitions of The Sextant Group, Page One, Alta, WHPacific, GeoDesign, GHD, and QSI had occurred at the beginning of fiscal year 2019. The pro forma information provided below is compiled from the pre-acquisition financial information of The Sextant Group, Page One, Alta, WHPacific, GeoDesign, GHD, and QSI and includes pro forma adjustments for amortization expense, adjustments to 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 operations of these acquisitions actually been acquired at the beginning of fiscal year 2019 or (ii) future results of operations: Three Months Ended March 30, 2019 Gross revenues $ 165,406 Net income $ 3,748 Basic earnings per share $ 0.31 Diluted earnings per share $ 0.30 |
Billed and Unbilled Receivables
Billed and Unbilled Receivables | 3 Months Ended |
Mar. 28, 2020 | |
Receivables [Abstract] | |
Billed and Unbilled Receivables | Billed and Unbilled Receivables Billed and Unbilled Receivables consists of the following: March 28, 2020 December 28, 2019 Billed receivables $ 129,079 $ 134,900 Less: allowance for doubtful accounts (3,887 ) (3,860 ) Billed receivables, net $ 125,192 $ 131,041 Unbilled receivables $ 87,982 $ 80,639 Less: allowance for doubtful accounts (1,269 ) (1,211 ) Unbilled receivables, net $ 86,713 $ 79,428 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 28, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net, consists of the following: March 28, 2020 December 28, 2019 Office furniture and equipment $ 4,497 $ 4,198 Computer equipment 10,522 10,704 Survey and field equipment 27,586 24,165 Leasehold improvements 6,717 6,266 Total 49,322 45,333 Less: accumulated depreciation (21,563 ) (19,600 ) Property and equipment, net $ 27,759 $ 25,733 Depreciation expense was $2,701 and $1,113 for the three months ended March 28, 2020 and March 30, 2019 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 28, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill As discussed in Note 14, Reportable Segments , the Company's chief operating decision maker ("CODM"), re-evaluated the structure of the Company's internal organization as a result of the 2019 acquisition of QSI, which resulted in certain changes to the Company's operating and reportable segments. Effective the beginning of fiscal year 2020, the goodwill of QSI was reallocated from the Company's INF reportable segment to the Company's new GEO reportable segment. The changes in the carrying value by reportable segment for the three months ended March 28, 2020 were as follows: Three Months Ended December 28, 2019 Adjustments March 28, 2020 INF $ 231,255 $ (144,917 ) $ 86,338 BTS 77,961 419 78,380 GEO — 145,488 145,488 Total $ 309,216 $ 990 $ 310,206 Goodwill of approximately $ 1,185 from acquisitions during the three months ended March 30, 2019 is expected to be deductible for income tax purposes. During the three months ended March 28, 2020 , the Company recorded purchase price allocation adjustments of $420 , $128 , and $18 for the acquisitions of The Sextant Group, QSI, and WHP, respectively, and a working capital adjustment of $424 for QSI which was recorded as an increase to goodwill and the purchase price paid for the acquisition. Intangible Assets Intangible assets, net, as of March 28, 2020 and December 28, 2019 consist of the following: March 28, 2020 December 28, 2019 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Finite-lived intangible assets: Customer relationships (1) $ 176,088 $ (33,377 ) $ 142,711 $ 176,088 $ (29,198 ) $ 146,890 Trade name (2) 10,253 (9,033 ) 1,220 10,253 (8,593 ) 1,660 Customer backlog (3) 24,198 (14,469 ) 9,729 24,198 (12,435 ) 11,763 Non-compete (4) 9,369 (5,615 ) 3,754 9,369 (5,105 ) 4,264 Developed technology (5) 32,944 (1,290 ) 31,654 32,944 $ (106 ) $ 32,838 Total finite-lived intangible assets 252,851 (63,784 ) 189,068 252,851 (55,436 ) 197,415 Indefinite-lived intangible assets: QSI trade name 58,546 — 58,546 58,546 — 58,546 Total indefinite-lived intangible assets 58,546 — 58,546 58,546 — 58,546 Total intangible assets $ 311,397 $ (63,784 ) $ 247,614 $ 311,397 $ (55,436 ) $ 255,961 (1) Amortized on a straight-line basis over estimated lives ( 1 to 12 years ) (2) Amortized on a straight-line basis over their estimated lives ( 1 to 3 years ) (3) Amortized on a straight-line basis over their estimated lives ( 1 to 5 years ) (4) Amortized on a straight-line basis over their contractual lives ( 2 to 5 years ) (5) Amortized on a straight-line basis over their estimated lives ( 5 to 7 years ) Amortization expense was $8,339 and $5,000 for the three months ended March 28, 2020 and March 30, 2019 , respectively. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 28, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following: March 28, 2020 December 28, 2019 Current portion of lease liability $ 12,751 $ 13,108 Accrued vacation 10,855 10,048 Payroll and related taxes 6,068 12,146 Benefits 1,805 4,637 Unrecognized tax benefits 887 887 Professional liability reserve 1,080 1,083 Other 7,641 5,523 Total $ 41,087 $ 47,432 |
Notes Payable and Other Obligat
Notes Payable and Other Obligations | 3 Months Ended |
Mar. 28, 2020 | |
Payables and Accruals [Abstract] | |
Notes Payable and Other Obligations | Notes Payable and Other Obligations Notes payable and other obligations consists of the following: March 28, 2020 December 28, 2019 Senior credit facility $ 320,457 $ 320,457 Uncollateralized promissory notes 34,785 36,217 Finance leases 2,800 2,707 Other obligations 2,316 2,884 Debt issuance costs, net of amortization (4,095 ) (4,078 ) Total notes payable and other obligations 356,263 358,187 Current portion of notes payable and other obligations (24,946 ) (25,332 ) Notes payable and other obligations, less current portion $ 331,317 $ 332,854 As of March 28, 2020 and December 28, 2019 , 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. Senior Credit Facility On December 20, 2019 (the "Closing Date"), the Company amended and restated its Credit Agreement (the "A&R Credit Agreement"), dated December 7, 2016, as amended on December 20, 2018, with Bank of America, N.A. ("Bank of America"), as administrative agent, swingline lender and letter of credit issuer, the other lenders party thereto, and certain of the Company's subsidiaries as guarantors. Pursuant to the A&R Credit Agreement, the lenders provided term commitments of $150.0 million in the aggregate in a single draw on the Closing Date to fund the acquisition of QSI and various costs and expenses relating thereto and revolving commitments totaling $215.0 million in the aggregate. The revolving commitment is available through December 20, 2024 (the "Maturity Date"), at which time the term commitments and revolving commitments will be due and payable in full. An aggregate amount of $320.5 million was drawn under the A&R Credit Agreement on the Closing Date to fund the QSI acquisition and repay previously existing borrowings. The Senior Credit Facility is secured by a first priority lien on substantially all of the assets of the Company. The A&R Credit Agreement also includes an accordion feature permitting the Company to request an increase in either the term facility or the revolver facility under the A&R Credit Agreement by an additional amount of up to $100.0 million in the aggregate. Borrowings under the term facility amortize at the rate of 5.0% per annum for the first two years of the facility and thereafter at the rate of 7.5% per annum until the Maturity Date. Borrowings under the A&R Credit Agreement bear interest at variable rates described below, which are, at the Company's option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offered Rate) plus an applicable margin or a base rate denominated in U.S. dollars. Interest rates are subject to change based on the Company's consolidated leverage ratio. The consolidated leverage ratio is the ratio of our pro forma consolidated funded indebtedness to the Company's pro forma consolidated EBITDA for the most recently completed measurement period. The A&R Credit Agreement contains covenants that may have the effect of limiting the ability of the Company and its subsidiaries to, among other things, merge with or acquire other entities, enter into a transaction resulting in a Change in Control, create certain new liens, incur certain additional indebtedness, engage in certain transactions with affiliates, or engage in new lines of business or sell a substantial part of their assets. The A&R Credit Agreement also contains financial covenants that requires the Company to maintain a consolidated fixed charge coverage ratio of no less than 1.20 to 1.00 as of the end of any measurement period. In addition, prior to the Amendment Closing Date referred to below, the Company was required to maintain a consolidated leverage ratio as described below: Measurement Period Ending Maximum Consolidated Leverage Ratio Closing Date through June 30, 2020 4.25 to 1.00 July 1, 2020 through September 30, 2020 4.00 to 1.00 October 1, 2020 through December 31, 2020 3.75 to 1.00 January 1, 2021 and thereafter 3.50 to 1.00 As of March 28, 2020 , the Company was in compliance with the financial covenants. The A&R Credit Agreement also contains customary events of default, including (but not limited to) a default in the payment of principal or, following an applicable grace period, interest, breaches of the Company's covenants or warranties under the A&R Credit Agreement, payment default or acceleration of certain indebtedness of the Company or any subsidiary, certain events of bankruptcy, insolvency or liquidation involving the Company or any subsidiaries, certain judgments or uninsured losses, changes in control and certain liabilities related to ERISA based plans. The A&R Credit Agreement limits the payment of cash dividends (together with certain other payments that would constitute a "Restricted Payment" within the meaning of the A&R Credit Agreement and generally including dividends, stock repurchases and certain other payments in respect to warrants, options, and other rights to acquire equity securities) to no more than $10,000 in any fiscal year, so long as no default shall exist at the time of or arise as a result from such payment. Total debt issuance costs incurred and capitalized in connection with the issuance of the A&R Credit Agreement were $3,912 . Total amortization of debt issuance costs was $220 during the three months ended March 28, 2020 . On May 5, 2020 (the "Amendment Closing Date"), in response to the COVID-19 pandemic, the Company entered into an amendment to the A&R Credit Agreement (the "Amended A&R Credit Agreement"). The amended consolidated leverage ratio requirements are as follows: Measurement Period Ending Maximum Consolidated Leverage Ratio Amendment Closing Date through June 27, 2020 4.50 to 1.00 June 28, 2020 through October 3, 2020 5.00 to 1.00 October 4, 2020 through January 2, 2021 5.25 to 1.00 January 3, 2021 and April 3, 2021 4.75 to 1.00 April 4, 2021 and July 3, 2021 4.00 to 1.00 July 4, 2021 and thereafter 3.50 to 1.00 The Amended A&R Credit Agreement also amended pricing terms which remain variable and tied to a Eurocurrency rate equal to LIBOR plus an applicable margin or a base rate denominated in U.S. dollars. Interest rates remain subject to change based on the Company's consolidated leverage ratio. Other Obligations On July 1, 2019, the Company acquired GeoDesign. The purchase price allowed for the payment of $425 in shares of the Company's stock or a combination of cash and shares of the Company's stock, at its discretion, payable on the first and second anniversary of July 1, 2019. At March 28, 2020 and December 28, 2019 , the outstanding balance of this obligation was $382 . On June 3, 2019, the Company acquired Page One. The purchase price allowed for the payment of $200 in shares of the Company's stock or a combination of cash and shares of the Company's stock, at its discretion, payable on the first anniversary of June 3, 2019. At March 28, 2020 and December 28, 2019 , the outstanding balance of this obligation was $181 . On December 31, 2018, the Company acquired certain assets of Celtic. The purchase price allowed for the payment of $200 in shares of the company's stock or a combination of cash and shares of the Company's stock, at its discretion, payable on the first anniversary of December 31, 2018. There was no outstanding balance on this obligation as of March 28, 2020 . At December 28, 2019 , the outstanding balance of this obligation was $181 . On November 2, 2018, the Company acquired CHI. The purchase price allowed for the payment of $3,000 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at its discretion, payable in three equal annual installments. At March 28, 2020 and December 28, 2019 , the outstanding balance of this obligation was $1,754 . On February 2, 2018, the Company acquired CSA. The purchase price allowed for the payment of $250 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at its discretion, payable in two equal annual installments. There was no outstanding balance on this obligation as of March 28, 2020 . At December 28, 2019 , the outstanding balance of this obligation $111 . On January 12, 2018, the Company acquired all of the outstanding equity interest in Butsko. The purchase price allowed for the payment of $600 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at its discretion, payable in two equal annual installments. There was no outstanding balance on this obligation as of March 28, 2020 . At December 28, 2019 , the outstanding balance of this obligation was $267 . Uncollateralized Promissory Notes On July 1, 2019, the Company acquired GeoDesign. The purchase price included an uncollateralized $2,000 promissory note bearing interest at 4.0% ("GeoDesign Note") and payable in four equal annual installments. The outstanding balance of the GeoDesign Note was $2,000 as of March 28, 2020 and December 28, 2019 . On June 3, 2019, the Company acquired Alta. The purchase price included an uncollateralized $2,000 promissory note bearing interest at 4.0% ("Alta Note") and payable in four equal annual installments. The outstanding balance of the Alta Note was $2,000 as of March 28, 2020 and December 28, 2019 . On June 3, 2019, the Company acquired Page One. The purchase price included an uncollateralized $1,000 promissory note bearing interest at 3.0% ("Page One Note") and payable in three equal annual installments. The outstanding balance of the Page One Note was $1,000 as of March 28, 2020 and December 28, 2019 . On March 22, 2019, the Company acquired The Sextant Group. The purchase price included an uncollateralized $4,000 promissory note bearing interest at 4.0% ("The Sextant Group Note") and payable in four equal annual installments. The outstanding balance of The Sextant Group Note was $3,000 and $3,140 as of March 28, 2020 and December 28, 2019 , respectively. On December 31, 2018, the Company acquired certain assets of Celtic. The purchase price included an uncollateralized $300 promissory note bearing interest at 3.0% (the "Celtic Note") payable in three equal annual installments. The outstanding balance of the Celtic Note was $200 and $300 as of March 28, 2020 and December 28, 2019 , respectively. On November 2, 2018, the Company acquired CHI. The purchase price included an uncollateralized $15,000 promissory note bearing interest at 3.0% (the "CHI Note") payable in four equal annual installments. The outstanding balance of the CHI Note was $11,250 as of March 28, 2020 and December 28, 2019 . On August 24, 2018, the Company acquired CALYX. The purchase price included an uncollateralized $4,000 promissory note bearing interest at 3.75% payable in four equal annual installments of $1,000 . The outstanding balance of the CALYX Note was $3,000 as of March 28, 2020 and December 28, 2019 . On February 2, 2018, the Company acquired CSA. The purchase price included an uncollateralized $600 promissory note bearing interest at 3.0% (the "CSA Note") payable in four equal annual installments of $150 . The outstanding balance of the CSA Note was $300 and $450 as of March 28, 2020 and December 28, 2019 , respectively. On January 12, 2018, the Company acquired all of the outstanding equity interest in Butsko. The purchase price included an uncollateralized $1,000 promissory note bearing interest at 3.0% (the "Butsko Note") payable in four equal annual installments of $250 . The outstanding balance of the Butsko Note was $500 and $750 as of March 28, 2020 and December 28, 2019 , respectively On September 6, 2017, the Company acquired all of the outstanding interests in Marron. The purchase price included an uncollateralized $300 promissory note bearing interest at 3.0% (the "Marron Note") payable in three equal annual installments of $100 . The outstanding balance of the Marron Note was $100 and March 28, 2020 and December 28, 2019 , respectively. On June 6, 2017, the Company acquired all of the outstanding equity interest in RDK. The purchase price included an uncollateralized $5,500 promissory note bearing interest at 3.0% (the "RDK Note") payable in four equal annual installments of $1,375 . The outstanding balance of the RDK Note was $2,750 as of March 28, 2020 and December 28, 2019 . On May 4, 2017, the Company acquired all of the outstanding equity interest in H&K. The purchase price included an uncollateralized $600 promissory note bearing interest at 3.0% (the "H&K Note") payable in four equal annual installments of $150 . The outstanding balance of the H&K Note was $300 as of March 28, 2020 and December 28, 2019 . On May 1, 2017, the Company acquired all of the outstanding equity interest in Lochrane. The purchase price included an uncollateralized $1,650 promissory note bearing interest at 3.0% (the "Lochrane Note") payable in four equal annual installments of $413 . The outstanding balance of the Lochrane Note was $825 as of March 28, 2020 and December 28, 2019 . On December 6, 2016, the Company acquired all of the outstanding interests of CivilSource. The purchase price included an uncollateralized $3,500 promissory note bearing interest at 3.0% (the "CivilSource Note") payable in four equal annual installments of $875 . The outstanding balance of the CivilSource Note was $875 and $1,502 as of March 28, 2020 and December 28, 2019 , respectively. On November 30, 2016, the Company acquired all of the outstanding interests of Hanna. The purchase price included an uncollateralized $2,700 promissory note bearing interest at 3.0% (the "Hanna Note") payable in four equal annual installments of $675 . The outstanding balance of the Hanna Note was $675 as of March 28, 2020 and December 28, 2019 . On October 26, 2016, the Company acquired all of the outstanding interests of JBA. The purchase price included an uncollateralized $7,000 promissory note bearing interest at 3.0% (the "JBA Note") payable in five equal annual installments of $1,400 . The outstanding balance of the JBA Note was $4,163 as of March 28, 2020 and December 28, 2019 . On September 12, 2016, the Company acquired certain assets of Weir. The purchase price included an uncollateralized $500 promissory note bearing interest at 3.0% (the "Weir Note") payable in four equal annual installments of $125 . The outstanding balance of the Weir Note was $125 as of March 28, 2020 and December 28, 2019 . On May 20, 2016, the Company acquired all of the outstanding equity interests of Dade Moeller. The purchase price included an aggregate of $6,000 of uncollateralized promissory notes bearing interest at 3.0% (the "Dade Moeller Notes") payable in four equal annual installments of $1,500 . The outstanding balance of the Dade Moeller Notes was $1,497 as of March 28, 2020 and December 28, 2019 . |
Contingent Consideration
Contingent Consideration | 3 Months Ended |
Mar. 28, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Consideration | Contingent Consideration The following table summarizes the changes in the carrying value of estimated contingent consideration: March 28, 2020 December 28, 2019 Contingent consideration, beginning of the year $ 4,002 $ 4,698 Additions for acquisitions — 1,316 Reduction of liability for payments made (928 ) (1,938 ) Increase (decrease) of liability related to re-measurement of fair value — (74 ) Total contingent consideration, end of the period 3,074 4,002 Current portion of contingent consideration (1,079 ) (1,954 ) Contingent consideration, less current portion $ 1,995 $ 2,048 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 28, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 28, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In October 2011, our 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. We 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 28, 2020 , 1,232,612 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 our 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. The following summarizes the activity of restricted stock awards during the three months ended March 28, 2020 : Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units Weighted Average Grant Date Fair Value December 28, 2019 652,677 $ 58.20 Granted 16,560 $ 65.00 Vested (9,908) $ 36.00 Forfeited (12,143) $ 63.00 March 28, 2020 647,186 $ 59.06 Share-based compensation expense relating to restricted stock awards during the three months ended March 28, 2020 and March 30, 2019 was $3,379 and $1,798 , respectively. Approximately $17,783 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 1.2 years, is unrecognized at March 28, 2020 . The total fair value of restricted shares vested during the three months ended March 28, 2020 and March 30, 2019 was $ 528 and $989 , respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 28, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As of March 28, 2020 and December 28, 2019 , the Company had net deferred income tax liabilities of $51,727 and $53,341 , respectively. Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where we have a future obligation for tax purposes. Our consolidated effective income tax rate was 25.1% and 21.5% , respectively, for the three months ended March 28, 2020 and March 30, 2019 , respectively. The difference between the effective income tax rate and the combined statutory federal and state income tax rate was primarily due to federal credits and excess tax benefits from share-based payments in the first quarter of 2019. We evaluate 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 California Franchise Tax Board (“CFTB”) challenged research and development tax credits generated for the years 2012 to 2014. Fiscal years 2012 through 2019 are considered open tax years in the State of California and 2016 through 2019 in the U.S. federal jurisdiction and other state and foreign jurisdictions. It is not expected that there will be a significant change in the unrecognized tax benefits within the next 12 months. |
Reportable Segments
Reportable Segments | 3 Months Ended |
Mar. 28, 2020 | |
Segment Reporting [Abstract] | |
Reportable Segments | Reportable Segments The Company reports segment information in accordance with ASC Topic No. 280 “ Segment Reporting” (“Topic No. 280”). Effective the beginning of fiscal year 2020, the Company's Chief Executive Officer, who is the chief operating decision maker ("CODM"), re-evaluated the structure of the Company's internal organization as a result of the 2019 acquisition of QSI. To reflect management's revised perspective, the Company is now organized into three operating and reportable segments: Infrastructure (INF), which includes the Company's engineering, civil program management, and construction quality assurance practices; Building, Technology & Sciences (BTS), which includes the Company's utility services, environmental practices and buildings program management practices; and Geospatial Solutions (GEO), which includes the Company's geospatial solution practices. The GEO segment has been created in order to provide greater visibility regarding the operational and financial performance of QSI and of the Company as a whole. The GEO segment structure is consistent with how the Company plans and allocates resources, manages its business, and assesses its performance. There was no impact to the INF and BTS prior period segment financial results. The assets of QSI were reallocated from the Company's INF reportable segment to the Company's new GEO reportable segment. We evaluate 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 intercompany balances and transactions are eliminated in consolidation. The following tables set forth summarized financial information concerning our reportable segments: Three Months Ended March 28, 2020 March 30, 2019 Gross revenues INF $ 85,476 $ 77,772 BTS 43,525 40,274 GEO 37,958 — Elimination of inter-segment revenues (1,479 ) (711 ) Total gross revenues $ 165,480 $ 117,335 Segment income before taxes INF $ 13,340 $ 12,574 BTS 5,419 5,917 GEO 7,613 — Total Segment income before taxes 26,372 18,491 Corporate (1) (20,778 ) (11,431 ) Total income before taxes $ 5,594 $ 7,060 (1) Includes amortization of intangibles of $8,339 and $5,000 for the three months ended March 28, 2020 and March 30, 2019 , respectively. March 28, 2020 December 28, 2019 Assets INF $ 306,061 $ 303,239 BTS 129,556 131,967 GEO 366,933 365,605 Corporate (1) 88,868 92,326 Total assets $ 891,418 $ 893,137 (1) Corporate assets consist of intercompany eliminations and assets not allocated to segments including cash and cash equivalents and certain other assets. Substantially all of the Company's assets are located in the United States. Upon adoption of Topic 606, we disaggregate our gross revenues from contracts with customers by geographic location, customer-type and contract-type for each of our reportable segments. Disaggregated revenues include the elimination of inter-segment revenues which has been allocated to each segment. We believe this best depicts how the nature, amount, timing and uncertainty of our revenues and cash flows are affected by economic factors. Gross revenue, classified by the major geographic areas in which the Company's customers were located, were as follows: Three Months Ended March 28, 2020 Three Months Ended March 30, 2019 INF BTS GEO Total INF BTS GEO Total United States $ 84,426 $ 40,442 $ 37,537 $ 162,405 $ 77,273 $ 37,497 $ — $ 114,770 Foreign — 2,670 405 3,075 — 2,565 — 2,565 Total gross revenues $ 84,426 $ 43,112 $ 37,942 $ 165,480 $ 77,273 $ 40,062 $ — $ 117,335 Gross revenue by customer were as follows: Three Months Ended March 28, 2020 Three Months Ended March 30, 2019 INF BTS GEO Total INF BTS GEO Total Public and quasi-public sector $ 65,385 $ 17,836 $ 26,513 $ 109,734 $ 68,129 $ 15,316 $ — $ 83,445 Private sector 19,041 25,276 11,429 55,746 9,144 24,746 — 33,890 Total gross revenues $ 84,426 $ 43,112 $ 37,942 $ 165,480 $ 77,273 $ 40,062 $ — $ 117,335 Gross revenues by contract type were as follows: Three Months Ended March 28, 2020 Three Months Ended March 30, 2019 INF BTS GEO Total INF BTS GEO Total Cost-reimbursable contracts $ 80,365 $ 33,211 $ 37,942 $ 151,518 $ 75,767 $ 32,144 $ — $ 107,911 Fixed-unit price contracts 4,061 9,901 — 13,962 1,506 7,918 — 9,424 Total gross revenues $ 84,426 $ 43,112 $ 37,942 $ 165,480 $ 77,273 $ 40,062 $ — $ 117,335 |
Leases
Leases | 3 Months Ended |
Mar. 28, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company primarily leases property under operating leases and has five equipment operating leases for aircrafts used by the operations of QSI. The Company's property operating leases consist of various office facilities, which we lease from unrelated parties. We use a portfolio approach to account for such leases due to the similarities in characteristics and apply an incremental borrowing rate based on estimates of rates the Company would pay for senior collateralized loans over a similar term. Our office leases with an initial term of 12 months or less are not recorded on the balance sheet. We account for lease components (e.g. fixed payments including rent, real estate taxes and common area maintenance costs) as a single lease component. Some of our leases include one or more options to renew the lease term at our sole discretion; however, these are not included in the calculation of our lease liability or ROU lease asset because they are not reasonably certain of exercise. We also lease vehicles through a fleet leasing program. The payments for the vehicles are based on the terms selected. We have determined that it is reasonably certain that the leased vehicles will be held beyond the period in which the entire capitalized value of the vehicle has been paid to the lessor. As such, the capitalized value is the delivered price of the vehicle. Our vehicle leases are classified as financing leases. Supplemental balance sheet information related to the Company's operating and finance leases is as follows: Leases Classification March 28, 2020 December 28, 2019 Assets Operating lease assets Right-of-use lease asset, net (1) $ 43,950 $ 46,313 Finance lease assets Property and equipment, net (1) 2,493 2,371 Total leased assets $ 46,443 $ 48,685 Liabilities Current Operating Accrued liabilities $ (12,751 ) $ (13,108 ) Finance Current portion of notes payable and other obligations (1,084 ) (1,022 ) Noncurrent Operating Long-term lease liability (32,624 ) (34,573 ) Finance Notes payable and other obligations, less current portion (1,716 ) (1,685 ) Total lease liabilities $ (48,175 ) $ (50,388 ) (1) At March 28, 2020 , operating right of-use lease assets and finance lease assets are recorded net of accumulated amortization of $11,361 and $1,849 , respectively. At December 28, 2019 , operating right-of-use lease assets and finance lease assets are recorded net of accumulated amortization of $9,657 and $1,592 , respectively. Supplemental balance sheet information related to the Company's operating and finance leases is as follows: Weighted - Average Remaining Lease Term (Years) March 28, 2020 December 28, 2019 Operating leases 4.9 5.0 Finance leases 2.6 2.8 Weighted - Average Discount Rate Operating leases 4% 4% Finance leases 7% 7% Supplemental cash flow information related to the Company's operating and finance lease liabilities is as follows: Three Months Ended Three Months Ended March 28, 2020 March 30, 2019 Operating cash flows from operating leases $ 3,520 $ 2,280 Financing cash flows from finance leases $ 267 $ 163 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 4,990 $ 1,062 The following table summarizes the components of lease cost recognized in the consolidated statements of net income and comprehensive income: Three Months Ended Three Months Ended Lease Cost Classification March 28, 2020 March 30, 2019 Operating lease cost Facilities and facilities related $ 3,585 $ 2,452 Finance lease cost Amortization of financing lease assets Depreciation and amortization 249 163 Interest on lease liabilities Interest expense 30 25 Total lease cost $ 3,864 $ 2,640 As of March 28, 2020 , maturities of the Company's lease liabilities under its long-term operating leases and finance leases for the next five fiscal years and thereafter are as follows: Fiscal Year Operating Leases Finance Leases Remainder of 2020 $ 10,997 $ 817 2021 12,770 964 2022 8,956 769 2023 6,301 483 2024 4,034 213 Thereafter 6,940 6 Total lease payments 49,998 3,252 Less: Interest (4,623 ) (452 ) Present value of lease liabilities $ 45,375 $ 2,800 |
Leases | Leases The Company primarily leases property under operating leases and has five equipment operating leases for aircrafts used by the operations of QSI. The Company's property operating leases consist of various office facilities, which we lease from unrelated parties. We use a portfolio approach to account for such leases due to the similarities in characteristics and apply an incremental borrowing rate based on estimates of rates the Company would pay for senior collateralized loans over a similar term. Our office leases with an initial term of 12 months or less are not recorded on the balance sheet. We account for lease components (e.g. fixed payments including rent, real estate taxes and common area maintenance costs) as a single lease component. Some of our leases include one or more options to renew the lease term at our sole discretion; however, these are not included in the calculation of our lease liability or ROU lease asset because they are not reasonably certain of exercise. We also lease vehicles through a fleet leasing program. The payments for the vehicles are based on the terms selected. We have determined that it is reasonably certain that the leased vehicles will be held beyond the period in which the entire capitalized value of the vehicle has been paid to the lessor. As such, the capitalized value is the delivered price of the vehicle. Our vehicle leases are classified as financing leases. Supplemental balance sheet information related to the Company's operating and finance leases is as follows: Leases Classification March 28, 2020 December 28, 2019 Assets Operating lease assets Right-of-use lease asset, net (1) $ 43,950 $ 46,313 Finance lease assets Property and equipment, net (1) 2,493 2,371 Total leased assets $ 46,443 $ 48,685 Liabilities Current Operating Accrued liabilities $ (12,751 ) $ (13,108 ) Finance Current portion of notes payable and other obligations (1,084 ) (1,022 ) Noncurrent Operating Long-term lease liability (32,624 ) (34,573 ) Finance Notes payable and other obligations, less current portion (1,716 ) (1,685 ) Total lease liabilities $ (48,175 ) $ (50,388 ) (1) At March 28, 2020 , operating right of-use lease assets and finance lease assets are recorded net of accumulated amortization of $11,361 and $1,849 , respectively. At December 28, 2019 , operating right-of-use lease assets and finance lease assets are recorded net of accumulated amortization of $9,657 and $1,592 , respectively. Supplemental balance sheet information related to the Company's operating and finance leases is as follows: Weighted - Average Remaining Lease Term (Years) March 28, 2020 December 28, 2019 Operating leases 4.9 5.0 Finance leases 2.6 2.8 Weighted - Average Discount Rate Operating leases 4% 4% Finance leases 7% 7% Supplemental cash flow information related to the Company's operating and finance lease liabilities is as follows: Three Months Ended Three Months Ended March 28, 2020 March 30, 2019 Operating cash flows from operating leases $ 3,520 $ 2,280 Financing cash flows from finance leases $ 267 $ 163 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 4,990 $ 1,062 The following table summarizes the components of lease cost recognized in the consolidated statements of net income and comprehensive income: Three Months Ended Three Months Ended Lease Cost Classification March 28, 2020 March 30, 2019 Operating lease cost Facilities and facilities related $ 3,585 $ 2,452 Finance lease cost Amortization of financing lease assets Depreciation and amortization 249 163 Interest on lease liabilities Interest expense 30 25 Total lease cost $ 3,864 $ 2,640 As of March 28, 2020 , maturities of the Company's lease liabilities under its long-term operating leases and finance leases for the next five fiscal years and thereafter are as follows: Fiscal Year Operating Leases Finance Leases Remainder of 2020 $ 10,997 $ 817 2021 12,770 964 2022 8,956 769 2023 6,301 483 2024 4,034 213 Thereafter 6,940 6 Total lease payments 49,998 3,252 Less: Interest (4,623 ) (452 ) Present value of lease liabilities $ 45,375 $ 2,800 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 28, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | 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 the Company and its 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 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-K for the year ended December 28, 2019 (the “ 2019 Form 10-K”). 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 2020 fiscal year. |
Revenue Recognition | Performance Obligations To determine the proper revenue recognition method, we evaluate whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and therefore, is not distinct. The Company’s performance obligations are satisfied as work progresses or at a point in time. Revenue on our cost-reimbursable contracts is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it depicts the transfer of control to the customer. Contract costs include labor, subcontractors’ costs and other direct costs. Gross revenue from services transferred to customers at a point in time is recognized when the customer obtains control of the asset, which is generally upon delivery and acceptance by the customer of the reports and/or analysis performed. As of March 28, 2020 , the Company had $610,368 of remaining performance obligations, of which $498,457 is expected to be recognized over the next 12 months and the majority of the balance over the next 24 months. Contracts for which work authorizations have been received are included in performance obligations. Most of our government contracts are multi-year contracts for which funding is appropriated on an annual basis, therefore performance obligations include only those amounts that have been funded and authorized and does not reflect the full amounts we may receive over the term of such contracts. In the case of non-government contracts and project awards, performance obligations include future revenue at contract or customary rates, excluding contract renewals or extensions that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, we include revenue from such contracts in performance obligations to the extent of the remaining estimated amount. Contract Balances |
Recently Adopted Accounting Pronouncements | Goodwill and Intangible Assets In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment ("ASU 2017-04") . This ASU eliminates Step 2 of the goodwill impairment test and simplifies how the amount of an impairment loss is determined. The update is effective for public companies in the beginning of fiscal year 2020 and shall be applied on a prospective basis. The Company adopted this ASU at the beginning of fiscal year 2020. The Company has determined there were no changes to its financial statements as a result of the adoption. 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 the Company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to 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. The Company has elected to perform its annual goodwill impairment review on August 1 of each year. The Company conducts its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill. Identifiable intangible assets primarily include customer backlog, customer relationships, finite and indefinite-lived trade names, non-compete agreements, and developed technology. 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. There were no indicators, events or changes in circumstances that would indicate intangible assets were impaired during the three months ended March 28, 2020 . On August 1, 2019, 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, 2019. Furthermore, there were no indicators, events or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2019 through March 28, 2020 . See Note 7, Goodwill and Intangible Assets , for further information on goodwill and identified intangibles. Financial Instruments In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASU 2016-13"). This ASU introduces a new accounting model, the Current Expected Credit Losses model (CECL), which could result in earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model requires the Company to use a forward-looking expected credit loss impairment methodology for the recognition of credit losses for financial instruments at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. This model replaces the multiple existing impairment models in current GAAP, which generally require that a loss be incurred before it is recognized. The new standard also applies to receivables arising from revenue transactions such as contract assets and accounts receivable and is effective for fiscal years beginning after December 15, 2019. The Company adopted this ASU at the beginning of fiscal year 2020. The standard was applied prospectively and did not materially impact the consolidated financial statements. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of the Net Income And Weighted Average Shares Outstanding For the Calculation of Basic And Diluted Earnings Per Share | The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share: Three Months Ended March 28, 2020 March 30, 2019 Numerator: Net income – basic and diluted $ 4,188 $ 5,543 Denominator: Basic weighted average shares outstanding 12,233,477 11,960,944 Effect of dilutive non-vested restricted shares and units 297,999 407,724 Effect of issuable shares related to acquisitions 62,312 94,339 Diluted weighted average shares outstanding 12,593,788 12,463,007 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Business Combinations [Abstract] | |
Summary of the Fair Values of the Assets Acquires And Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date for the acquisitions closed during 2019 : 2019 QSI Other Total Cash $ 6,894 $ 75 $ 6,969 Billed and unbilled receivables, net 42,523 20,723 63,246 Right-of-use assets 6,131 — 6,131 Property and equipment 13,499 2,163 15,662 Prepaid expenses 2,612 997 3,609 Other assets 1,317 1,048 2,365 Intangible assets: Customer relationships 64,709 10,423 75,132 Trade name 58,546 1,365 59,911 Customer backlog 6,835 1,363 8,198 Developed technology 32,944 — 32,944 Other — 814 814 Total Assets $ 236,010 $ 38,971 $ 274,981 Liabilities (23,698 ) (8,343 ) (32,041 ) Deferred tax liabilities (39,372 ) (3,779 ) (43,151 ) Net assets acquired $ 172,940 $ 26,849 $ 199,789 Consideration paid (Cash, Notes and/or stock) $ 318,428 $ 50,447 $ 368,875 Contingent earn-out liability (Cash and stock) — 1,004 1,004 Total Consideration $ 318,428 $ 51,451 $ 369,879 Excess consideration over the amounts assigned to the net assets acquired (Goodwill) $ 145,488 $ 24,602 $ 170,090 |
Results of Operations From Any Business Acquired | The consolidated financial statements of the Company for the three months ended March 30, 2019 include the results of operations from any business acquired from their respective dates of acquisition during each of the respective period as follows: Three Months Ended March 30, 2019 Gross revenues $ 766 Income before income taxes $ 48 |
Pro Forma Consolidated Results of Operations | The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of these acquisitions actually been acquired at the beginning of fiscal year 2019 or (ii) future results of operations: Three Months Ended March 30, 2019 Gross revenues $ 165,406 Net income $ 3,748 Basic earnings per share $ 0.31 Diluted earnings per share $ 0.30 |
Billed and Unbilled Receivabl_2
Billed and Unbilled Receivables (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans And Financing Receivable | Billed and Unbilled Receivables consists of the following: March 28, 2020 December 28, 2019 Billed receivables $ 129,079 $ 134,900 Less: allowance for doubtful accounts (3,887 ) (3,860 ) Billed receivables, net $ 125,192 $ 131,041 Unbilled receivables $ 87,982 $ 80,639 Less: allowance for doubtful accounts (1,269 ) (1,211 ) Unbilled receivables, net $ 86,713 $ 79,428 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net, consists of the following: March 28, 2020 December 28, 2019 Office furniture and equipment $ 4,497 $ 4,198 Computer equipment 10,522 10,704 Survey and field equipment 27,586 24,165 Leasehold improvements 6,717 6,266 Total 49,322 45,333 Less: accumulated depreciation (21,563 ) (19,600 ) Property and equipment, net $ 27,759 $ 25,733 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying value by reportable segment for the three months ended March 28, 2020 were as follows: Three Months Ended December 28, 2019 Adjustments March 28, 2020 INF $ 231,255 $ (144,917 ) $ 86,338 BTS 77,961 419 78,380 GEO — 145,488 145,488 Total $ 309,216 $ 990 $ 310,206 |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net, as of March 28, 2020 and December 28, 2019 consist of the following: March 28, 2020 December 28, 2019 Gross Carrying Amount Accumulated Amortization Net Amount Gross Carrying Amount Accumulated Amortization Net Amount Finite-lived intangible assets: Customer relationships (1) $ 176,088 $ (33,377 ) $ 142,711 $ 176,088 $ (29,198 ) $ 146,890 Trade name (2) 10,253 (9,033 ) 1,220 10,253 (8,593 ) 1,660 Customer backlog (3) 24,198 (14,469 ) 9,729 24,198 (12,435 ) 11,763 Non-compete (4) 9,369 (5,615 ) 3,754 9,369 (5,105 ) 4,264 Developed technology (5) 32,944 (1,290 ) 31,654 32,944 $ (106 ) $ 32,838 Total finite-lived intangible assets 252,851 (63,784 ) 189,068 252,851 (55,436 ) 197,415 Indefinite-lived intangible assets: QSI trade name 58,546 — 58,546 58,546 — 58,546 Total indefinite-lived intangible assets 58,546 — 58,546 58,546 — 58,546 Total intangible assets $ 311,397 $ (63,784 ) $ 247,614 $ 311,397 $ (55,436 ) $ 255,961 (1) Amortized on a straight-line basis over estimated lives ( 1 to 12 years ) (2) Amortized on a straight-line basis over their estimated lives ( 1 to 3 years ) (3) Amortized on a straight-line basis over their estimated lives ( 1 to 5 years ) (4) Amortized on a straight-line basis over their contractual lives ( 2 to 5 years ) (5) Amortized on a straight-line basis over their estimated lives ( 5 to 7 years ) |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: March 28, 2020 December 28, 2019 Current portion of lease liability $ 12,751 $ 13,108 Accrued vacation 10,855 10,048 Payroll and related taxes 6,068 12,146 Benefits 1,805 4,637 Unrecognized tax benefits 887 887 Professional liability reserve 1,080 1,083 Other 7,641 5,523 Total $ 41,087 $ 47,432 |
Notes Payable and Other Oblig_2
Notes Payable and Other Obligations (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Long-Term Debt Instruments | Notes payable and other obligations consists of the following: March 28, 2020 December 28, 2019 Senior credit facility $ 320,457 $ 320,457 Uncollateralized promissory notes 34,785 36,217 Finance leases 2,800 2,707 Other obligations 2,316 2,884 Debt issuance costs, net of amortization (4,095 ) (4,078 ) Total notes payable and other obligations 356,263 358,187 Current portion of notes payable and other obligations (24,946 ) (25,332 ) Notes payable and other obligations, less current portion $ 331,317 $ 332,854 |
Schedule of Line of Credit Facilities | The A&R Credit Agreement also contains financial covenants that requires the Company to maintain a consolidated fixed charge coverage ratio of no less than 1.20 to 1.00 as of the end of any measurement period. In addition, prior to the Amendment Closing Date referred to below, the Company was required to maintain a consolidated leverage ratio as described below: Measurement Period Ending Maximum Consolidated Leverage Ratio Closing Date through June 30, 2020 4.25 to 1.00 July 1, 2020 through September 30, 2020 4.00 to 1.00 October 1, 2020 through December 31, 2020 3.75 to 1.00 January 1, 2021 and thereafter 3.50 to 1.00 On May 5, 2020 (the "Amendment Closing Date"), in response to the COVID-19 pandemic, the Company entered into an amendment to the A&R Credit Agreement (the "Amended A&R Credit Agreement"). The amended consolidated leverage ratio requirements are as follows: Measurement Period Ending Maximum Consolidated Leverage Ratio Amendment Closing Date through June 27, 2020 4.50 to 1.00 June 28, 2020 through October 3, 2020 5.00 to 1.00 October 4, 2020 through January 2, 2021 5.25 to 1.00 January 3, 2021 and April 3, 2021 4.75 to 1.00 April 4, 2021 and July 3, 2021 4.00 to 1.00 July 4, 2021 and thereafter 3.50 to 1.00 |
Contingent Consideration (Table
Contingent Consideration (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Business Acquisitions By Acquisition, Contingent Consideration | The following table summarizes the changes in the carrying value of estimated contingent consideration: March 28, 2020 December 28, 2019 Contingent consideration, beginning of the year $ 4,002 $ 4,698 Additions for acquisitions — 1,316 Reduction of liability for payments made (928 ) (1,938 ) Increase (decrease) of liability related to re-measurement of fair value — (74 ) Total contingent consideration, end of the period 3,074 4,002 Current portion of contingent consideration (1,079 ) (1,954 ) Contingent consideration, less current portion $ 1,995 $ 2,048 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following summarizes the activity of restricted stock awards during the three months ended March 28, 2020 : Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units Weighted Average Grant Date Fair Value December 28, 2019 652,677 $ 58.20 Granted 16,560 $ 65.00 Vested (9,908) $ 36.00 Forfeited (12,143) $ 63.00 March 28, 2020 647,186 $ 59.06 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables set forth summarized financial information concerning our reportable segments: Three Months Ended March 28, 2020 March 30, 2019 Gross revenues INF $ 85,476 $ 77,772 BTS 43,525 40,274 GEO 37,958 — Elimination of inter-segment revenues (1,479 ) (711 ) Total gross revenues $ 165,480 $ 117,335 Segment income before taxes INF $ 13,340 $ 12,574 BTS 5,419 5,917 GEO 7,613 — Total Segment income before taxes 26,372 18,491 Corporate (1) (20,778 ) (11,431 ) Total income before taxes $ 5,594 $ 7,060 (1) Includes amortization of intangibles of $8,339 and $5,000 for the three months ended March 28, 2020 and March 30, 2019 , respectively. March 28, 2020 December 28, 2019 Assets INF $ 306,061 $ 303,239 BTS 129,556 131,967 GEO 366,933 365,605 Corporate (1) 88,868 92,326 Total assets $ 891,418 $ 893,137 (1) Corporate assets consist of intercompany eliminations and assets not allocated to segments including cash and cash equivalents and certain other assets. |
Schedule of Revenue From External Customers by Geographic Areas | Gross revenue, classified by the major geographic areas in which the Company's customers were located, were as follows: Three Months Ended March 28, 2020 Three Months Ended March 30, 2019 INF BTS GEO Total INF BTS GEO Total United States $ 84,426 $ 40,442 $ 37,537 $ 162,405 $ 77,273 $ 37,497 $ — $ 114,770 Foreign — 2,670 405 3,075 — 2,565 — 2,565 Total gross revenues $ 84,426 $ 43,112 $ 37,942 $ 165,480 $ 77,273 $ 40,062 $ — $ 117,335 |
Schedule of Revenue By Major Customers by Reporting Segments | Gross revenue by customer were as follows: Three Months Ended March 28, 2020 Three Months Ended March 30, 2019 INF BTS GEO Total INF BTS GEO Total Public and quasi-public sector $ 65,385 $ 17,836 $ 26,513 $ 109,734 $ 68,129 $ 15,316 $ — $ 83,445 Private sector 19,041 25,276 11,429 55,746 9,144 24,746 — 33,890 Total gross revenues $ 84,426 $ 43,112 $ 37,942 $ 165,480 $ 77,273 $ 40,062 $ — $ 117,335 |
Schedule of Revenue From External Customers by Products And Services | Gross revenues by contract type were as follows: Three Months Ended March 28, 2020 Three Months Ended March 30, 2019 INF BTS GEO Total INF BTS GEO Total Cost-reimbursable contracts $ 80,365 $ 33,211 $ 37,942 $ 151,518 $ 75,767 $ 32,144 $ — $ 107,911 Fixed-unit price contracts 4,061 9,901 — 13,962 1,506 7,918 — 9,424 Total gross revenues $ 84,426 $ 43,112 $ 37,942 $ 165,480 $ 77,273 $ 40,062 $ — $ 117,335 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 28, 2020 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to the Company's operating and finance leases is as follows: Leases Classification March 28, 2020 December 28, 2019 Assets Operating lease assets Right-of-use lease asset, net (1) $ 43,950 $ 46,313 Finance lease assets Property and equipment, net (1) 2,493 2,371 Total leased assets $ 46,443 $ 48,685 Liabilities Current Operating Accrued liabilities $ (12,751 ) $ (13,108 ) Finance Current portion of notes payable and other obligations (1,084 ) (1,022 ) Noncurrent Operating Long-term lease liability (32,624 ) (34,573 ) Finance Notes payable and other obligations, less current portion (1,716 ) (1,685 ) Total lease liabilities $ (48,175 ) $ (50,388 ) (1) At March 28, 2020 , operating right of-use lease assets and finance lease assets are recorded net of accumulated amortization of $11,361 and $1,849 , respectively. At December 28, 2019 , operating right-of-use lease assets and finance lease assets are recorded net of accumulated amortization of $9,657 and $1,592 , respectively. |
Schedule of Lease Term and Discount Rate | Supplemental balance sheet information related to the Company's operating and finance leases is as follows: Weighted - Average Remaining Lease Term (Years) March 28, 2020 December 28, 2019 Operating leases 4.9 5.0 Finance leases 2.6 2.8 Weighted - Average Discount Rate Operating leases 4% 4% Finance leases 7% 7% |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to the Company's operating and finance lease liabilities is as follows: Three Months Ended Three Months Ended March 28, 2020 March 30, 2019 Operating cash flows from operating leases $ 3,520 $ 2,280 Financing cash flows from finance leases $ 267 $ 163 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 4,990 $ 1,062 |
Schedule of Lease Cost | The following table summarizes the components of lease cost recognized in the consolidated statements of net income and comprehensive income: Three Months Ended Three Months Ended Lease Cost Classification March 28, 2020 March 30, 2019 Operating lease cost Facilities and facilities related $ 3,585 $ 2,452 Finance lease cost Amortization of financing lease assets Depreciation and amortization 249 163 Interest on lease liabilities Interest expense 30 25 Total lease cost $ 3,864 $ 2,640 |
Schedule of Maturities of Lease Liabilities | As of March 28, 2020 , maturities of the Company's lease liabilities under its long-term operating leases and finance leases for the next five fiscal years and thereafter are as follows: Fiscal Year Operating Leases Finance Leases Remainder of 2020 $ 10,997 $ 817 2021 12,770 964 2022 8,956 769 2023 6,301 483 2024 4,034 213 Thereafter 6,940 6 Total lease payments 49,998 3,252 Less: Interest (4,623 ) (452 ) Present value of lease liabilities $ 45,375 $ 2,800 |
Schedule of Maturities of Lease Liabilities | As of March 28, 2020 , maturities of the Company's lease liabilities under its long-term operating leases and finance leases for the next five fiscal years and thereafter are as follows: Fiscal Year Operating Leases Finance Leases Remainder of 2020 $ 10,997 $ 817 2021 12,770 964 2022 8,956 769 2023 6,301 483 2024 4,034 213 Thereafter 6,940 6 Total lease payments 49,998 3,252 Less: Interest (4,623 ) (452 ) Present value of lease liabilities $ 45,375 $ 2,800 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Revenue Recognition (Details) $ in Thousands | Mar. 28, 2020USD ($) |
Accounting Policies [Abstract] | |
Remaining revenue performance obligation amount | $ 610,368 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-03-29 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation expected timing of satisfaction | 24 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-03-30 | |
Accounting Policies [Abstract] | |
Remaining revenue performance obligation amount | $ 498,457 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation expected timing of satisfaction | 12 months |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Leases (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Leases | ||
Total lease liabilities | $ 48,175 | $ 50,388 |
Accounting Standards Update 2017-04 | ||
Leases | ||
Total lease liabilities | $ 2,767 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 164,221 | 0 |
Restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 637,186 | 594,326 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Earnings Per Share [Abstract] | ||
Net income – basic and diluted | $ 4,188 | $ 5,543 |
Basic weighted average shares outstanding (in shares) | 12,233,477 | 11,960,944 |
Effect of dilutive non-vested restricted shares and units (in shares) | 297,999 | 407,724 |
Effect of issuable shares related to acquisitions (in shares) | 62,312 | 94,339 |
Diluted weighted average shares outstanding (in shares) | 12,593,788 | 12,463,007 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) | Dec. 20, 2019USD ($) | Nov. 08, 2019USD ($) | Jul. 02, 2019USD ($) | Jul. 01, 2019USD ($)installmentsshares | Jun. 03, 2019USD ($)installmentsshares | Mar. 22, 2019USD ($)installments | Dec. 31, 2018USD ($)installmentsshares | Dec. 28, 2019USD ($) | Mar. 28, 2020USD ($) | Dec. 29, 2018USD ($) |
Business Acquisition [Line Items] | ||||||||||
Consideration transfered, excess working capital | $ 8,781,000 | |||||||||
Consideration transfered, cash paid at closing | 6,677,000 | |||||||||
Long-term debt | 150,000,000 | |||||||||
Line of credit facility, current borrowing capacity | 215,000,000 | |||||||||
Total consideration | $ 369,879,000 | |||||||||
Earn-out of cash fair value | 4,002,000 | $ 3,074,000 | $ 4,698,000 | |||||||
Promissory note incurred | 1,004,000 | |||||||||
AR Credit Agreement | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to acquire businesses | 318,428,000 | |||||||||
Line of credit facility, current borrowing capacity | $ 215,000,000 | |||||||||
GHD Services, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total consideration | $ 8,300,000 | |||||||||
WHPacific, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total consideration | $ 9,000,000 | |||||||||
GeoDesign, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to acquire businesses | $ 8,247,000 | |||||||||
Total consideration | 11,245,000 | |||||||||
Consideration transferred of common stock | $ 375,000 | |||||||||
Common stock number of shares | shares | 4,731 | |||||||||
Common stock purchase price | $ 425,000 | |||||||||
Earn-out of cash | 1,500,000 | |||||||||
Earn-out of cash fair value | 198,000 | |||||||||
GeoDesign, Inc | Uncollateralized promissory notes | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Notes payable | $ 2,000,000 | 2,000,000 | 2,000,000 | |||||||
Promissory note interest rate | 4.00% | |||||||||
Number of installments | installments | 4 | |||||||||
Periodic payment | $ 500,000 | |||||||||
Alta Environmental, L.P | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to acquire businesses | $ 4,000,000 | |||||||||
Total consideration | 6,323,000 | |||||||||
Earn-out of cash | 500,000 | |||||||||
Earn-out of cash fair value | 323,000 | |||||||||
Alta Environmental, L.P | Uncollateralized promissory notes | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Notes payable | $ 2,000,000 | |||||||||
Promissory note interest rate | 4.00% | |||||||||
Number of installments | installments | 4 | |||||||||
Periodic payment | $ 500,000 | |||||||||
Page One Consultants | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to acquire businesses | 2,293,000 | |||||||||
Total consideration | $ 3,995,000 | |||||||||
Common stock number of shares | shares | 2,647 | |||||||||
Common stock purchase price | $ 200,000 | |||||||||
Earn-out of cash | 500,000 | |||||||||
Earn-out of cash fair value | $ 302,000 | |||||||||
Page One Consultants | Uncollateralized promissory notes | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Notes payable | 1,000,000 | 1,000,000 | ||||||||
Promissory note interest rate | 3.00% | |||||||||
Number of installments | installments | 3 | |||||||||
Periodic payment | $ 333,000 | |||||||||
Promissory note incurred | $ 1,000,000 | |||||||||
Acquisition of The Sextant Group | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to acquire businesses | $ 6,501,000 | |||||||||
Total consideration | $ 10,501,000 | |||||||||
Acquisition of The Sextant Group | Uncollateralized promissory notes | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Notes payable | 3,140,000 | 3,000,000 | ||||||||
Promissory note interest rate | 4.00% | |||||||||
Number of installments | installments | 4 | |||||||||
Periodic payment | $ 1,000,000 | |||||||||
Promissory note incurred | $ 4,000,000 | |||||||||
Celtic Energy, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to acquire businesses | $ 1,000,000 | |||||||||
Total consideration | $ 1,881,000 | |||||||||
Common stock number of shares | shares | 3,227 | |||||||||
Common stock purchase price | $ 200,000 | |||||||||
Earn-out of cash | 200,000 | |||||||||
Earn-out of cash fair value | $ 181,000 | |||||||||
Celtic Energy, Inc | Uncollateralized promissory notes | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Notes payable | $ 300,000 | $ 200,000 | ||||||||
Promissory note interest rate | 3.00% | |||||||||
Number of installments | installments | 3 | |||||||||
Periodic payment | $ 100,000 | |||||||||
Promissory note incurred | $ 300,000 |
Business Acquisitions - Summary
Business Acquisitions - Summary of the fair values of assets acquired and liabilities assumed (Details) $ in Thousands | 12 Months Ended |
Dec. 28, 2019USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Cash | $ 6,969 |
Billed and unbilled receivables, net | 63,246 |
Right-of-use assets | 6,131 |
Property and equipment | 15,662 |
Prepaid expenses | 3,609 |
Other assets | 2,365 |
Total Assets | 274,981 |
Liabilities | (32,041) |
Deferred tax liabilities | (43,151) |
Net assets acquired | 199,789 |
Consideration paid (Cash, Notes and/or stock) | 368,875 |
Contingent earn-out liability (Cash and stock) | 1,004 |
Total Consideration | 369,879 |
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | 170,090 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | 75,132 |
Trade name | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | 59,911 |
Customer backlog | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | 8,198 |
Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | 32,944 |
Other | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | 814 |
Quantum Spatial, Inc. | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Cash | 6,894 |
Billed and unbilled receivables, net | 42,523 |
Right-of-use assets | 6,131 |
Property and equipment | 13,499 |
Prepaid expenses | 2,612 |
Other assets | 1,317 |
Total Assets | 236,010 |
Liabilities | (23,698) |
Deferred tax liabilities | (39,372) |
Net assets acquired | 172,940 |
Consideration paid (Cash, Notes and/or stock) | 318,428 |
Contingent earn-out liability (Cash and stock) | 0 |
Total Consideration | 318,428 |
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | 145,488 |
Quantum Spatial, Inc. | Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | 64,709 |
Quantum Spatial, Inc. | Trade name | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | 58,546 |
Quantum Spatial, Inc. | Customer backlog | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | 6,835 |
Quantum Spatial, Inc. | Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | 32,944 |
Quantum Spatial, Inc. | Other | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | 0 |
Other Business Acquisitions | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Cash | 75 |
Billed and unbilled receivables, net | 20,723 |
Right-of-use assets | 0 |
Property and equipment | 2,163 |
Prepaid expenses | 997 |
Other assets | 1,048 |
Total Assets | 38,971 |
Liabilities | (8,343) |
Deferred tax liabilities | (3,779) |
Net assets acquired | 26,849 |
Consideration paid (Cash, Notes and/or stock) | 50,447 |
Contingent earn-out liability (Cash and stock) | 1,004 |
Total Consideration | 51,451 |
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | 24,602 |
Other Business Acquisitions | Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | 10,423 |
Other Business Acquisitions | Trade name | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | 1,365 |
Other Business Acquisitions | Customer backlog | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | 1,363 |
Other Business Acquisitions | Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | 0 |
Other Business Acquisitions | Other | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 814 |
Business Acquisitions - Results
Business Acquisitions - Results of operations from any business acquired (Details) $ in Thousands | 3 Months Ended |
Mar. 30, 2019USD ($) | |
Business Combinations [Abstract] | |
Gross revenues | $ 766 |
Income before income taxes | $ 48 |
Business Acquisitions - Pro for
Business Acquisitions - Pro forma consolidated results of operations (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 30, 2019USD ($)$ / shares | |
Business Combinations [Abstract] | |
Gross revenues | $ | $ 165,406 |
Net income | $ | $ 3,748 |
Basic earnings per share | $ / shares | $ 0.31 |
Diluted earnings per share | $ / shares | $ 0.30 |
Billed and Unbilled Receivabl_3
Billed and Unbilled Receivables (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Receivables [Abstract] | ||
Billed receivables | $ 129,079 | $ 134,900 |
Less: allowance for doubtful accounts | (3,887) | (3,860) |
Billed receivables, net | 125,192 | 131,041 |
Unbilled receivables | 87,982 | 80,639 |
Less: allowance for doubtful accounts | (1,269) | (1,211) |
Unbilled receivables, net | $ 86,713 | $ 79,428 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,701 | $ 1,113 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 49,322 | $ 45,333 |
Accumulated depreciation | (21,563) | (19,600) |
Property and equipment, net | 27,759 | 25,733 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,497 | 4,198 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,522 | 10,704 |
Survey and field equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 27,586 | 24,165 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,717 | $ 6,266 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 28, 2020USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 309,216 |
Adjustments | 990 |
Ending balance | 310,206 |
INF | |
Goodwill [Roll Forward] | |
Beginning balance | 231,255 |
Adjustments | (144,917) |
Ending balance | 86,338 |
BTS | |
Goodwill [Roll Forward] | |
Beginning balance | 77,961 |
Adjustments | 419 |
Ending balance | 78,380 |
GEO | |
Goodwill [Roll Forward] | |
Beginning balance | 0 |
Adjustments | 145,488 |
Ending balance | $ 145,488 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Goodwill [Line Items] | ||
Goodwill | $ 1,185 | |
Goodwill, purchase adjustments | $ 990 | |
Amortization expense | 8,339 | $ 5,000 |
WHPacific, Inc. | ||
Goodwill [Line Items] | ||
Working capital adjustment reduction of purchase price | 420 | |
Quantum Spatial, Inc. | ||
Goodwill [Line Items] | ||
Working capital adjustment reduction of purchase price | 128 | |
Goodwill, purchase adjustments | 424 | |
Acquisition of The Sextant Group | ||
Goodwill [Line Items] | ||
Working capital adjustment reduction of purchase price | $ 18 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Dec. 28, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 252,851 | $ 252,851 |
Accumulated Amortization | (63,784) | (55,436) |
Finite-Lived Intangible Assets, Net | 189,068 | 197,415 |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 58,546 | 58,546 |
Intangible Assets, Gross (Excluding Goodwill) | 311,397 | 311,397 |
Net Amount | 247,614 | 255,961 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 176,088 | 176,088 |
Accumulated Amortization | (33,377) | (29,198) |
Finite-Lived Intangible Assets, Net | $ 142,711 | 146,890 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 1 year | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 12 years | |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 10,253 | 10,253 |
Accumulated Amortization | (9,033) | (8,593) |
Finite-Lived Intangible Assets, Net | $ 1,220 | 1,660 |
Trade name | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 1 year | |
Trade name | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 3 years | |
Customer backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 24,198 | 24,198 |
Accumulated Amortization | (14,469) | (12,435) |
Finite-Lived Intangible Assets, Net | $ 9,729 | 11,763 |
Customer backlog | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 1 year | |
Customer backlog | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years | |
Non compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 9,369 | 9,369 |
Accumulated Amortization | (5,615) | (5,105) |
Finite-Lived Intangible Assets, Net | $ 3,754 | 4,264 |
Non compete | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 2 years | |
Non compete | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years | |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 32,944 | 32,944 |
Accumulated Amortization | (1,290) | (106) |
Finite-Lived Intangible Assets, Net | $ 31,654 | 32,838 |
Developed Technology | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years | |
Developed Technology | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 7 years | |
QSI trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 58,546 | $ 58,546 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Payables and Accruals [Abstract] | ||
Current portion of lease liability | $ 12,751 | $ 13,108 |
Accrued vacation | 10,855 | 10,048 |
Payroll and related taxes | 6,068 | 12,146 |
Benefits | 1,805 | 4,637 |
Unrecognized tax benefits | 887 | 887 |
Professional liability reserve | 1,080 | 1,083 |
Other | 7,641 | 5,523 |
Total | $ 41,087 | $ 47,432 |
Notes Payable and Other Oblig_3
Notes Payable and Other Obligations - Summary of notes payable and other obligations (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Debt Instrument [Line Items] | ||
Finance lease, liability | $ 2,800 | $ 2,707 |
Debt issuance costs, net of amortization | (4,095) | (4,078) |
Total notes payable and other obligations | 356,263 | 358,187 |
Current portion of notes payable and other obligations | (24,946) | (25,332) |
Notes payable and other obligations, less current portion | 331,317 | 332,854 |
Senior credit facility | ||
Debt Instrument [Line Items] | ||
Notes payable and other obligations | 320,457 | 320,457 |
Uncollateralized promissory notes | ||
Debt Instrument [Line Items] | ||
Notes payable and other obligations | 34,785 | 36,217 |
Other obligations | ||
Debt Instrument [Line Items] | ||
Notes payable and other obligations | $ 2,316 | $ 2,884 |
Notes Payable and Other Oblig_4
Notes Payable and Other Obligations - Narrative (Details) | Dec. 20, 2019USD ($) | Jul. 01, 2019USD ($)installments | Jun. 03, 2019USD ($)installments | Mar. 22, 2019USD ($)installments | Dec. 31, 2018USD ($)installments | Nov. 02, 2018USD ($)installments | Aug. 24, 2018USD ($)installments | Feb. 02, 2018USD ($)installments | Jan. 12, 2018USD ($)installments | Sep. 06, 2017USD ($)installments | Jun. 06, 2017USD ($)installments | May 04, 2017USD ($)installments | May 01, 2017USD ($)installments | Dec. 06, 2016USD ($)installments | Nov. 30, 2016USD ($)installments | Oct. 26, 2016USD ($)installments | Sep. 12, 2016USD ($)installments | May 20, 2016USD ($)installments | Mar. 28, 2020USD ($) | Mar. 30, 2019USD ($) | Dec. 28, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||||
Long-term debt | $ 150,000,000 | ||||||||||||||||||||
Line of credit facility, current borrowing capacity | 215,000,000 | ||||||||||||||||||||
Available increase in borrowing capacity | $ 100,000,000 | ||||||||||||||||||||
Interest rate during period | 5.00% | ||||||||||||||||||||
Interest rate in year 3 | 7.50% | ||||||||||||||||||||
Minimum fixed charge coverage ratio | 1.20 | ||||||||||||||||||||
Debt issuance costs | $ 4,095,000 | $ 4,078,000 | |||||||||||||||||||
Amortization of debt issuance costs | 220,000 | $ 0 | |||||||||||||||||||
Contingent earn-out liability (Cash and stock) | 1,004,000 | ||||||||||||||||||||
GeoDesign, Inc | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Purchase price | $ 425,000 | ||||||||||||||||||||
Outstanding balance | 382,000 | 382,000 | |||||||||||||||||||
Page One Consultants | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Purchase price | $ 200,000 | ||||||||||||||||||||
Outstanding balance | 181,000 | 181,000 | |||||||||||||||||||
Celtic Energy, Inc | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Purchase price | $ 200,000 | ||||||||||||||||||||
Outstanding balance | 0 | 181,000 | |||||||||||||||||||
CHI Engineering Inc. | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Purchase price | $ 3,000,000 | ||||||||||||||||||||
Outstanding balance | 1,754,000 | 1,754,000 | |||||||||||||||||||
Number of equal installments | installments | 3 | ||||||||||||||||||||
CSA (M&E) Ltd. | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Purchase price | $ 250,000 | ||||||||||||||||||||
Outstanding balance | 0 | 111,000 | |||||||||||||||||||
Number of equal installments | installments | 2 | ||||||||||||||||||||
Butsko Utility Design, Inc. | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Purchase price | $ 600,000 | ||||||||||||||||||||
Outstanding balance | 0 | 267,000 | |||||||||||||||||||
Number of equal installments | installments | 2 | ||||||||||||||||||||
Richard D. Kimball Co., Inc. | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Outstanding balance | 2,750,000 | 2,750,000 | |||||||||||||||||||
Senior credit facility | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Long-term debt | $ 150,000,000 | ||||||||||||||||||||
Proceeds from lines of credit | $ 320,500,000 | ||||||||||||||||||||
AR Credit Agreement | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Maximum allowed annual dividends | 10,000 | ||||||||||||||||||||
Debt issuance costs | 3,912,000 | ||||||||||||||||||||
Amortization of debt issuance costs | 220,000 | ||||||||||||||||||||
Uncollateralized promissory notes | GeoDesign, Inc | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | $ 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||||||||
Promissory note interest rate | 4.00% | ||||||||||||||||||||
Number of installments | installments | 4 | ||||||||||||||||||||
Uncollateralized promissory notes | Page One Consultants | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | 1,000,000 | 1,000,000 | |||||||||||||||||||
Promissory note interest rate | 3.00% | ||||||||||||||||||||
Number of installments | installments | 3 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 1,000,000 | ||||||||||||||||||||
Uncollateralized promissory notes | Celtic Energy, Inc | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | 200,000 | 300,000 | |||||||||||||||||||
Promissory note interest rate | 3.00% | ||||||||||||||||||||
Number of installments | installments | 3 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 300,000 | ||||||||||||||||||||
Uncollateralized promissory notes | CHI Engineering Inc. | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | 11,250,000 | 11,250,000 | |||||||||||||||||||
Promissory note interest rate | 3.00% | ||||||||||||||||||||
Number of installments | installments | 4 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 15,000,000 | ||||||||||||||||||||
Uncollateralized promissory notes | CSA (M&E) Ltd. | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | 300,000 | 450,000 | |||||||||||||||||||
Promissory note interest rate | 3.00% | ||||||||||||||||||||
Number of installments | installments | 4 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 600,000 | ||||||||||||||||||||
Periodic payments | $ 150,000 | ||||||||||||||||||||
Uncollateralized promissory notes | Butsko Utility Design, Inc. | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | 500,000 | 750,000 | |||||||||||||||||||
Promissory note interest rate | 3.00% | ||||||||||||||||||||
Number of installments | installments | 4 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 1,000,000 | ||||||||||||||||||||
Periodic payments | $ 250,000 | ||||||||||||||||||||
Uncollateralized promissory notes | Alta Environmental, L.P | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Outstanding balance | 2,000,000 | 2,000,000 | |||||||||||||||||||
Notes payable outstanding balance | $ 2,000,000 | ||||||||||||||||||||
Promissory note interest rate | 4.00% | ||||||||||||||||||||
Number of installments | installments | 4 | ||||||||||||||||||||
Uncollateralized promissory notes | Acquisition of The Sextant Group | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | 3,000,000 | 3,140,000 | |||||||||||||||||||
Promissory note interest rate | 4.00% | ||||||||||||||||||||
Number of installments | installments | 4 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 4,000,000 | ||||||||||||||||||||
Uncollateralized promissory notes | CALYX Engineers and Consultants Inc. | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | 3,000,000 | 3,000,000 | |||||||||||||||||||
Promissory note interest rate | 3.75% | ||||||||||||||||||||
Number of installments | installments | 4 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 4,000,000 | ||||||||||||||||||||
Periodic payments | $ 1,000,000 | ||||||||||||||||||||
Uncollateralized promissory notes | Marron and Associates, Inc. | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | 100,000 | 100,000 | |||||||||||||||||||
Promissory note interest rate | 3.00% | ||||||||||||||||||||
Number of installments | installments | 3 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 300,000 | ||||||||||||||||||||
Periodic payments | $ 100,000 | ||||||||||||||||||||
Uncollateralized promissory notes | Richard D. Kimball Co., Inc. | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Promissory note interest rate | 3.00% | ||||||||||||||||||||
Number of installments | installments | 4 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 5,500,000 | ||||||||||||||||||||
Periodic payments | $ 1,375,000 | ||||||||||||||||||||
Uncollateralized promissory notes | Holdrege & Kull, Consulting Engineers and Geologists | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | 300,000 | 300,000 | |||||||||||||||||||
Promissory note interest rate | 3.00% | ||||||||||||||||||||
Number of installments | installments | 4 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 600,000 | ||||||||||||||||||||
Periodic payments | $ 150,000 | ||||||||||||||||||||
Uncollateralized promissory notes | Lochrane Engineering, Inc. | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | 825,000 | 825,000 | |||||||||||||||||||
Promissory note interest rate | 3.00% | ||||||||||||||||||||
Number of installments | installments | 4 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 1,650,000 | ||||||||||||||||||||
Periodic payments | $ 413,000 | ||||||||||||||||||||
Uncollateralized promissory notes | CivilSource, Inc. | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | 875,000 | 1,502,000 | |||||||||||||||||||
Promissory note interest rate | 3.00% | ||||||||||||||||||||
Number of installments | installments | 4 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 3,500,000 | ||||||||||||||||||||
Periodic payments | $ 875,000 | ||||||||||||||||||||
Uncollateralized promissory notes | The Hanna Group, Inc. | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | 675,000 | 675,000 | |||||||||||||||||||
Promissory note interest rate | 3.00% | ||||||||||||||||||||
Number of installments | installments | 4 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 2,700,000 | ||||||||||||||||||||
Periodic payments | $ 675,000 | ||||||||||||||||||||
Uncollateralized promissory notes | JBA Consulting Engineers, Inc. | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | 4,163,000 | 4,163,000 | |||||||||||||||||||
Promissory note interest rate | 3.00% | ||||||||||||||||||||
Number of installments | installments | 5 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 7,000,000 | ||||||||||||||||||||
Periodic payments | $ 1,400,000 | ||||||||||||||||||||
Uncollateralized promissory notes | Weir Environmental LLC | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | 125,000 | 125,000 | |||||||||||||||||||
Promissory note interest rate | 3.00% | ||||||||||||||||||||
Number of installments | installments | 4 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 500,000 | ||||||||||||||||||||
Periodic payments | $ 125,000 | ||||||||||||||||||||
Uncollateralized promissory notes | Dade Moeller | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable outstanding balance | $ 1,497,000 | $ 1,497,000 | |||||||||||||||||||
Promissory note interest rate | 3.00% | ||||||||||||||||||||
Number of installments | installments | 4 | ||||||||||||||||||||
Contingent earn-out liability (Cash and stock) | $ 6,000,000 | ||||||||||||||||||||
Periodic payments | $ 1,500,000 |
Notes Payable and Other Oblig_5
Notes Payable and Other Obligations Notes Payable and Other Obligations - Schedule of Consolidated Leverage Ratio (Details) (Details) | May 05, 2020 | Mar. 28, 2020 |
Closing Date through June 30, 2020 | ||
Debt Instrument [Line Items] | ||
Maximum consolidated leverage ratio | 4.25 | |
July 1, 2020 through September 30, 2020 | ||
Debt Instrument [Line Items] | ||
Maximum consolidated leverage ratio | 4,000 | |
October 1, 2020 through December 31, 2020 | ||
Debt Instrument [Line Items] | ||
Maximum consolidated leverage ratio | 3,750 | |
January 1, 2021 and thereafter | ||
Debt Instrument [Line Items] | ||
Maximum consolidated leverage ratio | 3,500 | |
Subsequent Event | Amendment Closing Date through June 27, 2020 | ||
Debt Instrument [Line Items] | ||
Maximum consolidated leverage ratio | 4,500 | |
Subsequent Event | June 28, 2020 through October 3, 2020 | ||
Debt Instrument [Line Items] | ||
Maximum consolidated leverage ratio | 5,000 | |
Subsequent Event | October 4, 2020 through January 2, 2021 | ||
Debt Instrument [Line Items] | ||
Maximum consolidated leverage ratio | 5,250 | |
Subsequent Event | January 3, 2021 and April 3, 2021 | ||
Debt Instrument [Line Items] | ||
Maximum consolidated leverage ratio | 4,750 | |
Subsequent Event | April 4, 2021 and July 3, 2021 | ||
Debt Instrument [Line Items] | ||
Maximum consolidated leverage ratio | 4,000 | |
Subsequent Event | July 4, 2021 and thereafter | ||
Debt Instrument [Line Items] | ||
Maximum consolidated leverage ratio | 3,500 |
Contingent Consideration (Detai
Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 28, 2020 | Dec. 28, 2019 | |
Commitments and Contingencies Disclosure [Roll Forward] | ||
Contingent consideration, beginning of the year | $ 4,002 | $ 4,698 |
Additions for acquisitions | 0 | 1,316 |
Reduction of liability for payments made | (928) | (1,938) |
Increase (decrease) of liability related to re-measurement of fair value | 0 | (74) |
Total contingent consideration, end of the period | 3,074 | 4,002 |
Current portion of contingent consideration | (1,079) | (1,954) |
Contingent consideration, less current portion | $ 1,995 | $ 2,048 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Deferred compensation | $ 3,379 | $ 1,798 |
Weighted average vesting period | $ 17,783 | |
Cost not yet recognized, term | 1 year 2 months 12 days | |
Fair value of restricted shares vested | $ 528 | $ 989 |
Equity Plan 2011 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 1,232,612 | |
Rate of increase decrease in shares authorized for issuance | 3.50% | |
Minimum | Equity Plan 2011 | Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 2 years | |
Maximum | Equity Plan 2011 | Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 4 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards (Details) - Restricted Stock | 3 Months Ended |
Mar. 28, 2020$ / sharesshares | |
Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units | |
Beginning (in shares) | shares | 652,677 |
Granted (in shares) | shares | 16,560 |
Vested (in shares) | shares | (9,908) |
Forfeited (in shares) | shares | (12,143) |
Ending (in shares) | shares | 647,186 |
Weighted Average Grant Date Fair Value | |
Beginning (in dollars per share) | $ / shares | $ 58.20 |
Granted (in dollars per share) | $ / shares | 65 |
Vested (in dollars per share) | $ / shares | 36 |
Forfeited (in dollars per share) | $ / shares | 63 |
Ending (in dollars per share) | $ / shares | $ 59.06 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 28, 2020 | Mar. 30, 2019 | Dec. 28, 2019 | |
Income Tax Disclosure [Abstract] | |||
Deferred income tax liabilities, net | $ 51,727 | $ 53,341 | |
Effective income tax rate percent | 25.10% | 21.50% |
Reportable Segments - Narrative
Reportable Segments - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020USD ($)operating_segments | Mar. 30, 2019USD ($) | |
Segment Reporting [Abstract] | ||
Number of operating segments | operating_segments | 3 | |
Amortization expense | $ | $ 8,339 | $ 5,000 |
Reportable Segments - Summarize
Reportable Segments - Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 28, 2020 | Mar. 30, 2019 | Dec. 28, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | $ 165,480 | $ 117,335 | |
Segment income before taxes | 5,594 | 7,060 | |
Assets | 891,418 | $ 893,137 | |
INF | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 84,426 | 77,273 | |
BTS | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 43,112 | 40,062 | |
GEO | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 37,942 | 0 | |
Operating Segments | INF | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 85,476 | 77,772 | |
Segment income before taxes | 13,340 | 12,574 | |
Assets | 306,061 | 303,239 | |
Operating Segments | BTS | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 43,525 | 40,274 | |
Segment income before taxes | 5,419 | 5,917 | |
Assets | 129,556 | 131,967 | |
Operating Segments | GEO | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 37,958 | 0 | |
Segment income before taxes | 7,613 | 0 | |
Assets | 366,933 | 365,605 | |
Elimination of inter-segment revenues | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | (1,479) | (711) | |
Segment income before taxes | 26,372 | 18,491 | |
Assets | 88,868 | $ 92,326 | |
Corporate | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Segment income before taxes | $ (20,778) | $ (11,431) |
Reportable Segments - Revenue f
Reportable Segments - Revenue from contracts with customers by geographic location (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Gross revenues | $ 165,480 | $ 117,335 |
INF | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Gross revenues | 84,426 | 77,273 |
BTS | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Gross revenues | 43,112 | 40,062 |
GEO | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Gross revenues | 37,942 | 0 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Gross revenues | 162,405 | 114,770 |
United States | INF | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Gross revenues | 84,426 | 77,273 |
United States | BTS | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Gross revenues | 40,442 | 37,497 |
United States | GEO | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Gross revenues | 37,537 | 0 |
Foreign | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Gross revenues | 3,075 | 2,565 |
Foreign | INF | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Gross revenues | 0 | 0 |
Foreign | BTS | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Gross revenues | 2,670 | 2,565 |
Foreign | GEO | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Gross revenues | $ 405 | $ 0 |
Reportable Segments - Revenue b
Reportable Segments - Revenue by Customer Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | $ 165,480 | $ 117,335 |
INF | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 84,426 | 77,273 |
BTS | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 43,112 | 40,062 |
GEO | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 37,942 | 0 |
Public and quasi-public sector | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 109,734 | 83,445 |
Public and quasi-public sector | INF | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 65,385 | 68,129 |
Public and quasi-public sector | BTS | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 17,836 | 15,316 |
Public and quasi-public sector | GEO | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 26,513 | 0 |
Private sector | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 55,746 | 33,890 |
Private sector | INF | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 19,041 | 9,144 |
Private sector | BTS | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 25,276 | 24,746 |
Private sector | GEO | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | $ 11,429 | $ 0 |
Reportable Segments - Revenue_2
Reportable Segments - Revenue by Contract Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | $ 165,480 | $ 117,335 |
INF | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 84,426 | 77,273 |
BTS | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 43,112 | 40,062 |
GEO | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 37,942 | 0 |
Cost-reimbursable contracts | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 151,518 | 107,911 |
Cost-reimbursable contracts | INF | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 80,365 | 75,767 |
Cost-reimbursable contracts | BTS | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 33,211 | 32,144 |
Cost-reimbursable contracts | GEO | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 37,942 | 0 |
Fixed-unit price contracts | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 13,962 | 9,424 |
Fixed-unit price contracts | INF | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 4,061 | 1,506 |
Fixed-unit price contracts | BTS | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | 9,901 | 7,918 |
Fixed-unit price contracts | GEO | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Gross revenues | $ 0 | $ 0 |
Leases - Schedule of supplement
Leases - Schedule of supplemental balance sheet information (Details) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020USD ($)operating_lease | Dec. 28, 2019USD ($) | |
Leases | ||
Number of equipment operating leases | operating_lease | 5 | |
Assets | ||
Operating lease assets | $ 43,950 | $ 46,313 |
Total leased assets | 46,443 | 48,685 |
Liabilities | ||
Operating | (12,751) | (13,108) |
Noncurrent | ||
Operating | (32,624) | (34,573) |
Total lease liabilities | (48,175) | (50,388) |
Operating right of-use lease assets | 11,361 | 9,657 |
Financing right of-use lease assets | 1,849 | 1,592 |
Right-of-use lease asset, net | ||
Assets | ||
Operating lease assets | 43,950 | 46,313 |
Property and equipment, net | ||
Assets | ||
Finance lease assets | 2,493 | 2,371 |
Accrued liabilities | ||
Liabilities | ||
Operating | (12,751) | (13,108) |
Current portion of notes payable and other obligations | ||
Liabilities | ||
Finance | (1,084) | (1,022) |
Long-term lease liability | ||
Noncurrent | ||
Operating | (32,624) | (34,573) |
Notes payable and other obligations, less current portion | ||
Noncurrent | ||
Finance | $ (1,716) | $ (1,685) |
Leases - Schedule of lease term
Leases - Schedule of lease term and discount rate (Details) | Mar. 28, 2020 | Dec. 28, 2019 |
Weighted - Average Remaining Lease Term (Years) | ||
Operating leases | 4 years 10 months 24 days | 5 years |
Finance leases | 2 years 7 months 6 days | 2 years 9 months 18 days |
Weighted - Average Discount Rate | ||
Operating leases | 4.00% | 4.00% |
Finance leases | 7.00% | 7.00% |
Leases - Schedule of suppleme_2
Leases - Schedule of supplemental cash flow information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Supplemental Cash Flow Information | ||
Operating cash flows from operating leases | $ 3,520 | $ 2,280 |
Financing cash flows from finance leases | 267 | 163 |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating leases | $ 4,990 | $ 1,062 |
Leases - Schedule of lease cost
Leases - Schedule of lease cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Total lease cost | $ 3,864 | $ 2,640 |
Facilities and facilities related | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | 3,585 | 2,452 |
Depreciation and amortization | ||
Lessee, Lease, Description [Line Items] | ||
Amortization of financing lease assets | 249 | 163 |
Interest expense | ||
Lessee, Lease, Description [Line Items] | ||
Interest on lease liabilities | $ 30 | $ 25 |
Leases - Schedule of maturities
Leases - Schedule of maturities of lease liabilities (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Dec. 28, 2019 |
Operating Leases | ||
2020 | $ 10,997 | |
2021 | 12,770 | |
2022 | 8,956 | |
2023 | 6,301 | |
2024 | 4,034 | |
Thereafter | 6,940 | |
Total lease payments | 49,998 | |
Less: Interest | (4,623) | |
Present value of lease liabilities | 45,375 | |
Finance Leases | ||
2020 | 817 | |
2021 | 964 | |
2022 | 769 | |
2023 | 483 | |
2024 | 213 | |
Thereafter | 6 | |
Total lease payments | 3,252 | |
Less: Interest | (452) | |
Present value of lease liabilities | $ 2,800 | $ 2,707 |