Notes Payable and Other Obligations | Notes Payable and Other Obligations Notes payable and other obligations consists of the following: July 3, 2021 January 2, 2021 Senior credit facility $ 138,750 $ 283,832 Uncollateralized promissory notes 28,374 23,175 Finance leases 2,742 2,994 Other obligations 2,645 1,151 Debt issuance costs, net of amortization (3,175) (3,630) Total notes payable and other obligations 169,336 307,522 Current portion of notes payable and other obligations 26,989 24,196 Notes payable and other obligations, less current portion $ 142,347 $ 283,326 As of July 3, 2021 and January 2, 2021, 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 $150,000 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 $215,000 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 $320,500 was drawn under the A&R Credit Agreement on the Closing Date to fund the QSI acquisition and repay previously existing borrowings. Borrowings under the A&R Credit Agreement are 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 $100,000 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. 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") to amend the financial covenants that requires NV5 Global to maintain a consolidated leverage ratio (the ratio of the Company's pro forma consolidated funded indebtedness to the Company's pro forma consolidated EBITDA for the most recently completed measurement period). 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 These financial covenants also require 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. As of July 3, 2021, the Company was in compliance with the financial covenants. The Amended A&R Credit Agreement also amended pricing terms which remain variable and 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 remain subject to change based on the Company's consolidated leverage ratio. As of July 3, 2021 the Company's interest rate was 2.3%. The Amended A&R Credit Agreement contains covenants that may have the effect of limiting the Company's ability 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 Amended 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 Amended A&R Credit Agreement, payment default or acceleration of certain indebtedness, certain events of bankruptcy, insolvency or liquidation, certain judgments or uninsured losses, changes in control and certain liabilities related to ERISA based plans. The Amended 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 Amended 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 Amended A&R Credit Agreement were $4,123. Total amortization of debt issuance costs was $227 and $454 during the three and six months ended July 3, 2021, respectively, and $222 and $442 during the three and six months ended June 27, 2020, respectively. Other Obligations On May 14, 2021, the Company acquired PES Environmental. The purchase price allowed for the payment of $630 in shares of the Company's stock payable within 90 days of the PES Environmental Closing Date. At July 3, 2021, the outstanding balance on this obligation was $630. On February 22, 2021, the Company acquired TerraTech. The purchase price allowed for the payment of $864 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. At July 3, 2021, the outstanding balance on this obligation was $864. On July 16, 2020, the Company acquired Mediatech. The purchase price allowed for the payment of $230 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 July 3, 2021 and January 2, 2021, the outstanding balance on this obligation was $230. 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 July 3, 2021 and January 2, 2021, the outstanding balance on this obligation was $44. 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 July 3, 2021 and January 2, 2021, the outstanding balance of this obligation was $877. Uncollateralized Promissory Notes On May 14, 2021, the Company acquired PES Environmental. The purchase price included an uncollateralized $1,500 promissory note bearing interest at 2.75% ("PES Environmental Note") and payable in three equal annual installments. The outstanding balance of the PES Environmental Note was $1,500 as of July 3, 2021. On March 25, 2021, the Company acquired Geodynamics. The purchase price included an uncollateralized $4,000 promissory note bearing interest at 2.75% ("Geodynamics Note") and payable in three equal annual installments. The outstanding balance of the Geodynamics Note was $4,000 as of July 3, 2021. On February 22, 2021, the Company acquired TerraTech. The purchase price included an uncollateralized $3,200 promissory note bearing interest at 2.75% ("TerraTech Note") and payable in five equal annual installments. The outstanding balance of the TerraTech Note was $3,200 as of July 3, 2021. On February 9, 2021, the Company acquired IDA. The purchase price included an uncollateralized $980 promissory note ("IDA Note") payable in two equal annual installments. The outstanding balance of the IDA Note was $980 as of July 3, 2021. On July 16, 2020, the Company acquired Mediatech. The purchase price included an uncollateralized $500 promissory note ("Mediatech Note") payable in four equal annual installments. The outstanding balance of the Mediatech Note was $500 as of July 3, 2021 and January 2, 2021. 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 $1,000 and $1,500 as of July 3, 2021 and January 2, 2021, respectively. 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 $1,000 and $1,500 as of July 3, 2021 and January 2, 2021, respectively. 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 $333 and $700 as of July 3, 2021 and January 2, 2021, respectively. 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 $2,000 and $3,000 as of July 3, 2021 and January 2, 2021, 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 $97 and $100 as of July 3, 2021 and January 2, 2021, 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 $7,500 as of July 3, 2021 and January 2, 2021. 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 $2,000 as of July 3, 2021 and January 2, 2021. 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 $150 and $300 as of July 3, 2021 and January 2, 2021, 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 $300 and $500 as of July 3, 2021 and January 2, 2021, 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. There was no outstanding balance on the RDK Note as of July 3, 2021. As of January 2, 2021, the outstanding balance of the RDK Note was $1,375. 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. There was no outstanding balance on the H&K Note as of July 3, 2021. As of January 2, 2021, the outstanding balance of the H&K Note was $150. 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. There was no outstanding balance on the Lochrane Note as of July 3, 2021. As of January 2, 2021, the outstanding balance of the Lochrane Note was $413. 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 $430 as of July 3, 2021 and January 2, 2021. |