Cover
Cover - shares | 6 Months Ended | |
Jul. 02, 2022 | Jul. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 02, 2022 | |
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, $0.01 par value | |
Trading Symbol | NVEE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,548,626 | |
Entity Central Index Key | 0001532961 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 44,422 | $ 47,980 |
Billed receivables, net | 139,959 | 153,814 |
Unbilled receivables, net | 93,486 | 89,734 |
Prepaid expenses and other current assets | 13,159 | 12,442 |
Total current assets | 291,026 | 303,970 |
Property and equipment, net | 39,557 | 32,729 |
Right-of-use lease assets, net | 40,595 | 44,260 |
Intangible assets, net | 178,383 | 188,224 |
Goodwill | 394,760 | 389,916 |
Other assets | 2,639 | 2,844 |
Total assets | 946,960 | 961,943 |
Current liabilities: | ||
Accounts payable | 52,310 | 55,954 |
Accrued liabilities | 51,135 | 50,461 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 22,625 | 29,444 |
Other current liabilities | 1,454 | 1,551 |
Current portion of contingent consideration | 9,772 | 5,807 |
Current portion of notes payable and other obligations | 18,932 | 20,734 |
Total current liabilities | 156,228 | 163,951 |
Contingent consideration, less current portion | 3,020 | 2,521 |
Other long-term liabilities | 30,564 | 34,304 |
Notes payable and other obligations, less current portion | 73,839 | 111,062 |
Deferred income tax liabilities, net | 22,366 | 25,385 |
Total liabilities | 286,017 | 337,223 |
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, 15,537,134 and 15,414,005 shares issued and outstanding as of July 2, 2022 and January 1, 2022, respectively | 155 | 154 |
Additional paid-in capital | 462,066 | 451,754 |
Retained earnings | 198,722 | 172,812 |
Total stockholders’ equity | 660,943 | 624,720 |
Total liabilities and stockholders’ equity | $ 946,960 | $ 961,943 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parentheticals) - $ / shares | Jul. 02, 2022 | Jan. 01, 2022 |
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) | 15,537,134 | 15,414,005 |
Common stock, shares outstanding (in shares) | 15,537,134 | 15,414,005 |
CONSOLIDATED STATEMENTS OF NET
CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Income Statement [Abstract] | ||||
Gross revenues | $ 202,732 | $ 179,503 | $ 392,885 | $ 332,598 |
Direct costs: | ||||
Salaries and wages | 47,704 | 45,025 | 93,681 | 86,485 |
Sub-consultant services | 40,479 | 29,978 | 75,305 | 53,225 |
Other direct costs | 15,309 | 13,114 | 30,833 | 22,912 |
Total direct costs | 103,492 | 88,117 | 199,819 | 162,622 |
Gross profit | 99,240 | 91,386 | 193,066 | 169,976 |
Operating expenses: | ||||
Salaries and wages, payroll taxes and benefits | 47,283 | 44,213 | 97,049 | 87,164 |
General and administrative | 14,494 | 13,367 | 30,881 | 24,915 |
Facilities and facilities related | 5,195 | 5,038 | 10,381 | 10,135 |
Depreciation and amortization | 9,668 | 10,216 | 19,602 | 19,656 |
Total operating expenses | 76,640 | 72,834 | 157,913 | 141,870 |
Income from operations | 22,600 | 18,552 | 35,153 | 28,106 |
Interest expense | (887) | (1,568) | (1,801) | (3,886) |
Income before income tax expense | 21,713 | 16,984 | 33,352 | 24,220 |
Income tax expense | (4,445) | (3,346) | (7,442) | (5,102) |
Net income and comprehensive income | $ 17,268 | $ 13,638 | $ 25,910 | $ 19,118 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 1.17 | $ 0.95 | $ 1.76 | $ 1.40 |
Diluted (in dollars per share) | $ 1.13 | $ 0.91 | $ 1.70 | $ 1.35 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 14,736,167 | 14,419,671 | 14,714,745 | 13,648,247 |
Diluted (in shares) | 15,232,157 | 14,965,188 | 15,211,835 | 14,196,035 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings |
Beginning balance (in shares) at Jan. 02, 2021 | 13,270,131 | |||
Beginning balance at Jan. 02, 2021 | $ 394,069 | $ 133 | $ 268,271 | $ 125,665 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 7,790 | 7,790 | ||
Restricted stock issuance, net (in shares) | 203,056 | |||
Restricted stock issuance, net | 0 | $ 2 | (2) | |
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation (in shares) | (580) | |||
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation | (52) | (52) | ||
Stock issuance for acquisitions (in shares) | 35,737 | |||
Stock issuance for acquisitions | 3,060 | 3,060 | ||
Proceeds from secondary offering, net of costs (in shares) | 1,854,838 | |||
Proceeds from secondary offering, net of costs | 161,792 | $ 19 | 161,773 | |
Payment of contingent consideration with common stock (in shares) | 2,200 | |||
Payment of contingent consideration with common stock | 209 | 209 | ||
Net income | 19,118 | 19,118 | ||
Ending balance (in shares) at Jul. 03, 2021 | 15,365,382 | |||
Ending balance at Jul. 03, 2021 | 585,986 | $ 154 | 441,049 | 144,783 |
Beginning balance (in shares) at Apr. 03, 2021 | 14,933,927 | |||
Beginning balance at Apr. 03, 2021 | 547,189 | $ 149 | 415,895 | 131,145 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 4,094 | 4,094 | ||
Restricted stock issuance, net (in shares) | 189,520 | |||
Restricted stock issuance, net | 0 | $ 2 | (2) | |
Stock issuance for acquisitions | (85) | (85) | ||
Proceeds from secondary offering, net of costs (in shares) | 241,935 | |||
Proceeds from secondary offering, net of costs | 21,150 | $ 3 | 21,147 | |
Net income | 13,638 | 13,638 | ||
Ending balance (in shares) at Jul. 03, 2021 | 15,365,382 | |||
Ending balance at Jul. 03, 2021 | 585,986 | $ 154 | 441,049 | 144,783 |
Beginning balance (in shares) at Jan. 01, 2022 | 15,414,005 | |||
Beginning balance at Jan. 01, 2022 | 624,720 | $ 154 | 451,754 | 172,812 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 8,961 | 8,961 | ||
Restricted stock issuance, net (in shares) | 110,610 | |||
Restricted stock issuance, net | 0 | $ 1 | (1) | |
Stock issuance for acquisitions (in shares) | 12,519 | |||
Stock issuance for acquisitions | 1,352 | 1,352 | ||
Net income | 25,910 | 25,910 | ||
Ending balance (in shares) at Jul. 02, 2022 | 15,537,134 | |||
Ending balance at Jul. 02, 2022 | 660,943 | $ 155 | 462,066 | 198,722 |
Beginning balance (in shares) at Apr. 02, 2022 | 15,495,451 | |||
Beginning balance at Apr. 02, 2022 | 639,503 | $ 155 | 457,894 | 181,454 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 4,172 | 4,172 | ||
Restricted stock issuance, net (in shares) | 41,683 | |||
Net income | 17,268 | 17,268 | ||
Ending balance (in shares) at Jul. 02, 2022 | 15,537,134 | |||
Ending balance at Jul. 02, 2022 | $ 660,943 | $ 155 | $ 462,066 | $ 198,722 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 02, 2022 | Jul. 03, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 25,910 | $ 19,118 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 22,058 | 21,936 |
Non-cash lease expense | 6,265 | 4,884 |
Provision for doubtful accounts | 594 | 583 |
Stock-based compensation | 9,615 | 7,790 |
Change in fair value of contingent consideration | (518) | 235 |
Gain on disposals of property and equipment | (61) | (581) |
Deferred income taxes | (3,014) | (2,988) |
Amortization of debt issuance costs | 370 | 454 |
Changes in operating assets and liabilities, net of impact of acquisitions: | ||
Billed receivables | 15,152 | 36,727 |
Unbilled receivables | (3,801) | (7,238) |
Prepaid expenses and other assets | (511) | (4,208) |
Accounts payable | (4,349) | (2,446) |
Accrued liabilities | (6,309) | (4,187) |
Billings in excess of costs and estimated earnings on uncompleted contracts | (6,867) | (8,158) |
Other current liabilities | (276) | 307 |
Net cash provided by operating activities | 54,258 | 62,228 |
Cash flows from investing activities: | ||
Cash paid for acquisitions (net of cash received from acquisitions) | (4,670) | (21,652) |
Proceeds from sale of assets | 48 | 460 |
Purchase of property and equipment | (10,379) | (4,028) |
Net cash used in investing activities | (15,001) | (25,220) |
Cash flows from financing activities: | ||
Proceeds from common stock offering | 0 | 172,500 |
Payments on notes payable | (6,218) | (5,325) |
Payments of contingent consideration | (1,597) | (413) |
Payments of borrowings from Senior Credit Facility | (35,000) | (145,082) |
Payments of common stock offering costs | 0 | (10,522) |
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation | 0 | (52) |
Net cash (used in) provided by financing activities | (42,815) | 11,106 |
Net (decrease) increase in cash and cash equivalents | (3,558) | 48,114 |
Cash and cash equivalents – beginning of period | 47,980 | 64,909 |
Cash and cash equivalents – end of period | 44,422 | 113,023 |
Non-cash investing and financing activities: | ||
Contingent consideration (earn-out) | 6,579 | 3,294 |
Notes payable and other obligations issued for acquisitions | 2,933 | 11,174 |
Stock issuance for acquisitions | 1,352 | 3,060 |
Accrued common stock offering costs | 0 | 186 |
Finance leases | 644 | 248 |
Payment of contingent consideration with common stock | $ 0 | $ 209 |
Organization and Nature of Busi
Organization and Nature of Business Operations | 6 Months Ended |
Jul. 02, 2022 | |
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,” or “NV5 Global”) is a provider of technology, conformity assessment, 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: ● Utility services ● MEP & technology design ● LNG services ● Commissioning ● Engineering ● Building program management ● Civil program management ● Environmental health & safety ● Surveying ● Real estate transaction services ● Testing, inspection & consulting (TIC) ● Energy efficiency & clean energy services ● Code compliance consulting ● 3D geospatial data modeling ● Forensic services ● Environmental & natural resources ● Litigation support ● Robotic survey solutions ● Ecological studies ● Geospatial data applications & software Fiscal Year The Company operates on a "52/53 week" fiscal year ending on the Saturday closest to the calendar quarter end. Impact of COVID-19 on Our Business The COVID-19 pandemic has significantly impacted global stock markets and economies. The Company is closely monitoring the impact of the outbreak of COVID-19 on all aspects of its business. Some of the Company's services were affected, primarily its Geospatial segment, real estate transactional services and hospitality-related services. In particular, due to COVID-19 restrictions, some of the Company's casino and hotel projects were delayed. As U.S. and international economies have reopened and with increased vaccine availability, real estate transactional services have recovered, however the Company is unable to predict the ultimate impact that it may have on its business, future results of operations, financial position, or cash flows. The extent to which the Company's operations may be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted. The Company intends to continue to monitor the impact of the COVID-19 pandemic on its business closely. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 02, 2022 | |
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 January 1, 2022 (the “2021 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 2022 fiscal year. Performance Obligations To determine the proper revenue recognition method, the Company evaluates 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 the Company's contracts have a single performance obligation as the promise to transfer the individual goods or services that 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 the Company's 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, sub-consultant services, 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 July 2, 2022, the Company had $740,864 of remaining performance obligations, of which $607,928 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. Performance obligations include only those amounts that have been funded and authorized and does not reflect the full amounts the Company 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, the Company includes 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. During the three and six months ended July 2, 2022 the Company performed services and recognized $6,068 and $22,078, respectively, of revenue related to its contract liabilities that existed as of January 1, 2022. Goodwill and Intangible Assets Goodwill is the excess of consideration paid for an acquired entity over the amounts assigned to assets acquired, including other identifiable intangible assets and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s tangible and identifiable intangible assets and liabilities. Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then 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 as of August 1 of each year. The Company conducts its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill. As of August 1, 2021, 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, 2021. Furthermore, there were no indicators, events or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2021 through July 2, 2022. Identifiable intangible assets primarily include customer backlog, customer relationships, 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 six months ended July 2, 2022. See Note 8, Goodwill and Intangible Assets , for further information on goodwill and identified intangibles. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jul. 02, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). This ASU improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and resulting inconsistencies. This ASU requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jul. 02, 2022 | |
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, excluding unvested restricted shares. 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 six months ended July 2, 2022 and July 3, 2021 exclude 739,919 and 830,182 non-vested restricted shares, respectively. During the three and six months ended July 2, 2022, there were 20,854 and 25,653 weighted average securities, respectively, which are not included in the calculation of diluted weighted average shares outstanding because their impact is anti-dilutive or their performance conditions have not been met. During the three and six months ended July 3, 2021, there were 16,894 and 11,805 weighted average securities, respectively, which are not included in the calculation of diluted weighted average shares outstanding because their impact is anti-dilutive or their performance conditions have not been met. 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 Six Months Ended July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021 Numerator: Net income – basic and diluted $ 17,268 $ 13,638 $ 25,910 $ 19,118 Denominator: Basic weighted average shares outstanding 14,736,167 14,419,671 14,714,745 13,648,247 Effect of dilutive non-vested restricted shares and units 481,815 515,913 481,379 520,824 Effect of issuable shares related to acquisitions 14,175 29,604 15,711 26,964 Diluted weighted average shares outstanding 15,232,157 14,965,188 15,211,835 14,196,035 Secondary Offering |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jul. 02, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisitions 2022 Acquisition The Company has completed three acquisitions during 2022. The aggregate purchase price for all three acquisitions was $14,156, including $4,644 in cash, a $2,500 promissory note, $433 of the Company's common stock, and potential earn-outs of up to $15,500 payable in cash and common stock, which has been recorded at an estimated fair value of $6,579. An option-based model was used to determine the fair value of the earn-outs, which is a generally accepted valuation technique that embodies all significant assumption types. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, the Company engaged an independent third-party valuation specialist to assist in the determination of fair values. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The 2022 acquisitions will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable, and certain fixed assets. 2021 Acquisitions The Company completed eight acquisitions during 2021. The aggregate purchase price of all eight acquisitions was $100,449, including $69,501 of cash, $19,028 of promissory notes, $6,787 of the Company's common stock, and potential earn-outs of up to $25,700 payable in cash and stock, which was recorded at an estimated fair value of $5,133. An option-based model was used to determine the fair value of the earn-outs, which is a generally accepted valuation technique that embodies all significant assumption types. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, the Company engaged an independent third-party valuation specialist to assist in the determination of fair values. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The 2021 acquisitions will necessitate the use of this measurement period to adequately analyze and assess 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. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date for the acquisitions closed during the six months ended July 2, 2022 and the fiscal year ended January 1, 2022: Six Months Ended Fiscal Year Ended July 2, 2022 January 1, 2022 Cash $ — $ 1,480 Billed and unbilled receivables, net 1,848 17,728 Right-of-use assets 632 2,932 Property and equipment 1,531 3,741 Prepaid expenses — 587 Other assets — 13 Intangible assets: Customer relationships 5,713 36,338 Trade name 290 2,098 Customer backlog 175 3,847 Non-compete 378 4,456 Total Assets $ 10,567 $ 73,220 Liabilities (1,555) (13,984) Deferred tax liabilities — (4,521) Net assets acquired $ 9,012 $ 54,715 Consideration paid (Cash, Notes and/or stock) $ 7,577 $ 95,316 Contingent earn-out liability (Cash and stock) 6,579 5,133 Total Consideration $ 14,156 $ 100,449 Excess consideration over the amounts assigned to the net assets acquired (Goodwill) $ 5,144 $ 45,734 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 8, Goodwill and Intangible Assets , for further information on fair value adjustments to goodwill and identified intangibles. The consolidated financial statements of the Company include the results of operations from any business acquired from their respective dates of acquisition. The following table presents the results of operations of businesses acquired from their respective dates of acquisition for the three and six months ended July 3, 2021. The revenue and earnings of the fiscal 2022 acquisitions included in the Company's results since the acquisition dates are not material to the Company's consolidated financial statements and have not been presented. Three Months Ended Six Months Ended July 3, 2021 July 3, 2021 Gross revenues $ 8,529 $ 9,981 Income before income taxes $ 2,795 $ 3,288 General and administrative expenses for the three and six months ended July 2, 2022 and July 3, 2021 include acquisition-related costs pertaining to the Company's acquisition activities. Acquisition-related costs were not material to the Company's consolidated financial statements. The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for the three and six months ended July 2, 2022 and July 3, 2021 as if the fiscal 2022 and 2021 acquisitions had occurred at the beginning of fiscal year 2021. The pro forma information provided below is compiled from the pre-acquisition financial information 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 2021 or (ii) future results of operations: Three Months Ended Six Months Ended July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021 Gross revenues $ 204,806 $ 194,204 $ 396,893 $ 365,985 Net income $ 17,302 $ 14,139 $ 26,003 $ 20,398 Basic earnings per share $ 1.17 $ 0.98 $ 1.77 $ 1.49 Diluted earnings per share $ 1.14 $ 0.94 $ 1.71 $ 1.43 Adjustments were made to the pro forma results to adjust amortization of intangible assets to reflect fair value of identified assets acquired, to record the effects of promissory notes issued, and to record the income tax effect of these adjustments. |
Billed and Unbilled Receivables
Billed and Unbilled Receivables | 6 Months Ended |
Jul. 02, 2022 | |
Receivables [Abstract] | |
Billed and Unbilled Receivables | Billed and Unbilled Receivables Billed and Unbilled Receivables consists of the following: July 2, 2022 January 1, 2022 Billed receivables $ 144,500 $ 159,942 Less: allowance for doubtful accounts (4,541) (6,128) Billed receivables, net $ 139,959 $ 153,814 Unbilled receivables $ 95,777 $ 91,558 Less: allowance for doubtful accounts (2,291) (1,824) Unbilled receivables, net $ 93,486 $ 89,734 |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jul. 02, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net, consists of the following: July 2, 2022 January 1, 2022 Office furniture and equipment $ 3,365 $ 3,314 Computer equipment 22,865 20,063 Survey and field equipment 44,831 35,436 Leasehold improvements 6,420 6,395 Total 77,481 65,208 Less: accumulated depreciation (37,924) (32,479) Property and equipment, net $ 39,557 $ 32,729 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jul. 02, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The changes in the carrying value by reportable segment for the six months ended July 2, 2022 were as follows: Six Months Ended January 1, 2022 2022 Acquisitions Adjustments July 2, 2022 INF $ 90,725 $ 120 $ 19 $ 90,864 BTS 111,005 61 (319) 110,747 GEO 188,186 4,963 — 193,149 Total $ 389,916 $ 5,144 $ (300) $ 394,760 Goodwill of $5,144 from acquisitions during the six months ended July 2, 2022 is expected to be deductible for income tax purposes. Intangible Assets Intangible assets, net, as of July 2, 2022 and January 1, 2022 consist of the following: July 2, 2022 January 1, 2022 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Finite-lived intangible assets: Customer relationships (1) $ 225,099 $ (75,958) $ 149,141 $ 219,455 $ (65,017) $ 154,438 Trade name (2) 16,905 (15,348) 1,557 16,615 (14,815) 1,800 Customer backlog (3) 29,133 (26,357) 2,776 28,971 (25,162) 3,809 Non-compete (4) 14,207 (10,304) 3,903 13,829 (9,024) 4,805 Developed technology (5) 32,944 (11,938) 21,006 32,944 (9,572) 23,372 Total finite-lived intangible assets $ 318,288 $ (139,905) $ 178,383 $ 311,814 $ (123,590) $ 188,224 (1) Amortized on a straight-line basis over estimated lives (5 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 10 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
Accrued Liabilities | 6 Months Ended |
Jul. 02, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following: July 2, 2022 January 1, 2022 Current portion of lease liability $ 13,214 $ 12,897 Accrued vacation 14,635 12,819 Payroll and related taxes 12,134 10,931 Benefits 4,226 6,767 Accrued operating expenses 4,988 4,329 Other 1,938 2,718 Total $ 51,135 $ 50,461 |
Notes Payable and Other Obligat
Notes Payable and Other Obligations | 6 Months Ended |
Jul. 02, 2022 | |
Payables and Accruals [Abstract] | |
Notes Payable and Other Obligations | Notes Payable and Other Obligations Notes payable and other obligations consists of the following: July 2, 2022 January 1, 2022 Senior credit facility $ 63,750 $ 98,750 Uncollateralized promissory notes 27,996 31,493 Finance leases 2,236 2,215 Other obligations 1,814 2,733 Debt issuance costs, net of amortization (3,025) (3,395) Total notes payable and other obligations 92,771 131,796 Current portion of notes payable and other obligations 18,932 20,734 Notes payable and other obligations, less current portion $ 73,839 $ 111,062 As of July 2, 2022 and January 1, 2022, 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 August 13, 2021 (the "Closing Date"), the Company amended and restated its Credit Agreement (the "Second A&R Credit Agreement"), originally dated December 7, 2016 and as amended to the Closing Date, 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 Second A&R Credit Agreement, the previously drawn term commitments of $150,000 and revolving commitments totaling $215,000 in the aggregate were converted into revolving commitments totaling $400,000 in the aggregate. These revolving commitments are available through August 13, 2026 (the "Maturity Date") and an aggregate amount of approximately $138,750 was drawn under the Second A&R Credit Amendment on the Closing Date to repay previously existing borrowings under the term and revolving facilities prior to such amendment and restatement. Borrowings under the Second A&R Credit Agreement are secured by a first priority lien on substantially all of the assets of the Company. The Second A&R Credit Agreement also includes an accordion feature permitting the Company to request an increase in the revolving facility under the Second A&R Credit Agreement by an additional amount of up to $200,000 in the aggregate. As of July 2, 2022 and January 1, 2022, the outstanding balance on the Senior Credit Facility was $63,750 and $98,750, respectively. Borrowings under the Second A&R Credit Agreement bear interest at variable rates 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 remain subject to change based on the Company's consolidated leverage ratio. As of July 2, 2022 the Company's interest rate was 2.3%. The Second A&R Credit Agreement contains financial covenants that require NV5 Global to maintain a consolidated net leverage ratio (the ratio of the Company's pro forma consolidated net funded indebtedness to the Company's pro forma consolidated EBITDA for the most recently completed measurement period) of no greater than 4.00 to 1.00. These financial covenants also require the Company to maintain a consolidated fixed charge coverage ratio of no less than 1.10 to 1.00 as of the end of any measurement period. As of July 2, 2022, the Company was in compliance with the financial covenants. The Second 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 Second 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 Second 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 Second 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 Second 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), unless the Consolidated Leverage Ratio would be less than 3.25 to 1.00 and available liquidity (defined as unrestricted, domestically held cash plus revolver availability) would be at least $30,000, in each case after giving effect to such payment. Total debt issuance costs incurred and capitalized in connection with the issuance of the Second A&R Credit Agreement were $3,702. Total amortization of debt issuance costs was $185 and $370 during the three and six months ended July 2, 2022, respectively, and $227 and $454 during the three and six months ended July 3, 2021, respectively. Other Obligations The Company has aggregate obligations related to acquisitions of $29,810 and $34,226 as of July 2, 2022 and January 1, 2022, respectively. As of July 2, 2022, the Company's weighted average interest rate on other outstanding obligations was 2.4%. |
Contingent Consideration
Contingent Consideration | 6 Months Ended |
Jul. 02, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Consideration | Contingent Consideration The following table summarizes the changes in the carrying value of estimated contingent consideration: July 2, 2022 January 1, 2022 Contingent consideration, beginning of the year $ 8,328 $ 2,400 Additions for acquisitions 6,579 5,133 Reduction of liability for payments made (1,597) (1,538) Increase of liability related to re-measurement of fair value (518) 2,333 Total contingent consideration, end of the period 12,792 8,328 Current portion of contingent consideration 9,772 5,807 Contingent consideration, less current portion $ 3,020 $ 2,521 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 02, 2022 | |
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. In August 2021, a Consolidated Amended Class Action Complaint was filed in a case titled In Re: Champlain Towers South Collapse Litigation, 2021-015089-CA-01, Circuit Court of the Eleventh Judicial District, Miami-Dade County regarding the collapse of the Champlain Tower South condominium building in Surfside, Florida. The case initially claimed negligence by the Champlain Towers South Condominium Association, Inc. (the “Association”) led to the building’s partial collapse (the “CTS Collapse”). In November 2021, a Consolidated Second Amended Class Action Complaint (the “Second Complaint”) was filed against firms involved in the construction of a neighboring building known as “Eighty-Seven Park” alleging that work at Eighty-Seven Park may have been a contributing factor in the collapse. The defendants in the Second Complaint included the developers of Eighty-Seven Park, the general contractor and four other firms, including the Company (collectively, the “Eight-Seven Park Defendants”). The Company provided limited services to the developers of Eight-Seven Park in 2016, which is more than 5 years prior to the collapse of the Champlain Tower South Condominium Building. On June 16, 2022, a settlement agreement was reached to settle these cases with (a) proposed class of unit owners, (b) invitees, (c) residents, (d) persons who died or sustained any personal injury (including, without limitation, emotional distress) as a result of the CTS Collapse, (e) persons or entities who suffered a loss of, or damage to, real property or personal property, or suffered other economic loss, as a result of the CTS Collapse, (f) representative claimants, and (g) derivative claimants. The Company’s insurers have agreed to pay the settlement amount on behalf of the Company pursuant to the settlement agreement. The Court granted preliminary approval of the settlement on May 28, 2022, and the plaintiffs provided notice to the proposed settlement class. The Court held a fairness hearing on June 23, 2022, and it issued an order granting final approval of the settlement on June 24, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jul. 02, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In October 2011, the Company's stockholders approved the 2011 Equity Incentive Plan, which was subsequently amended and restated in March 2013 (as amended, the “2011 Equity Plan”). The 2011 Equity Plan provides directors, executive officers, and other employees of the Company with additional incentives by allowing them to acquire ownership interest in the business and, as a result, encouraging them to contribute to the Company’s success. The Company may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units, and other cash-based or stock-based awards. As of July 2, 2022, 1,981,440 shares of common stock are authorized and reserved for issuance under the 2011 Equity Plan. This reserve automatically increases on each January 1 from 2014 through 2023, by an amount equal to the smaller of (i) 3.5% of the number of shares issued and outstanding on the immediately preceding December 31, or (ii) an amount determined by the Company's Board of Directors. The restricted shares of common stock granted generally provide for service-based vesting after two The following summarizes the activity of restricted stock awards during the six months ended July 2, 2022: Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units Weighted Average January 1, 2022 744,490 $ 66.34 Granted 168,591 $ 114.73 Vested (61,634) $ 57.80 Forfeited (57,981) $ 66.91 July 2, 2022 793,466 $ 77.01 Stock-based compensation expense relating to restricted stock awards during the three and six months ended July 2, 2022 was $4,826 and $9,615, respectively, and $4,094 and $7,790 during the three and six months ended July 3, 2021, respectively. In connection with the Company's 401(k) Profit Sharing match, stock-based compensation expense during the three and six months ended July 2, 2022 includes $383 and $654 of expense related to the Company's liability-classified awards. The total estimated amount of the liability-classified awards for fiscal 2022 is approximately $5,669. Approximately $36,732 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 1.5 years, is unrecognized at July 2, 2022. The total fair value of restricted shares vested during the six months ended July 2, 2022 and July 3, 2021 was $7,296 and $12,426, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 02, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As of July 2, 2022 and January 1, 2022, the Company had net deferred income tax liabilities of $22,366 and $25,385, respectively. Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where we have a future obligation for tax purposes. The Company's effective income tax rate was 20.5% and 22.3% during the three and six months ended July 2, 2022, respectively, and 19.7% and 21.1% during the three and six months ended July 3, 2021, respectively. The difference between the effective income tax rate and the combined statutory federal and state income tax rate was primarily due to the recognition of excess tax benefits from stock-based payments in the second quarter of 2022 and 2021 and federal credits. The Company evaluates tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. Fiscal years 2018 through 2021 are considered open tax years in the U.S. federal jurisdiction, state and foreign jurisdictions. Fiscal years 2012 - 2014 are considered open in the State of California. 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 | 6 Months Ended |
Jul. 02, 2022 | |
Segment Reporting [Abstract] | |
Reportable Segments | Reportable Segments The Company reports segment information in accordance with ASC Topic No. 280 “ Segment Reporting” (“Topic No. 280”). The Company's Chief Executive Officer, who is the chief operating decision maker ("CODM"), organized the Company into three operating and reportable segments: Infrastructure ("INF"), which includes the Company's engineering, civil program management, utility services, and construction quality assurance, testing and inspection practices; Building, Technology & Sciences ("BTS"), which includes the Company's environmental health sciences, buildings and program management, and MEP & technology design practices; and Geospatial Solutions ("GEO"), which includes the Company's geospatial solution practices. The Company evaluates the performance of these reportable segments based on their respective operating income before the effect of amortization expense related to acquisitions and other unallocated corporate expenses. The following tables set forth summarized financial information concerning our reportable segments: Three Months Ended Six Months Ended July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021 Gross revenues INF $ 102,639 $ 97,755 $ 202,600 $ 185,288 BTS 61,331 43,818 121,785 82,423 GEO 38,762 37,930 68,500 64,887 Total gross revenues $ 202,732 $ 179,503 $ 392,885 $ 332,598 Segment income before taxes INF $ 19,206 $ 19,149 $ 35,457 $ 35,961 BTS 12,622 7,501 25,435 13,766 GEO 11,034 10,121 16,138 14,026 Total Segment income before taxes 42,862 36,771 77,030 63,753 Corporate (1) (21,149) (19,787) (43,678) (39,533) Total income before taxes $ 21,713 $ 16,984 $ 33,352 $ 24,220 (1) Includes amortization of intangibles of $8,056 and $16,319 for the three and six months ended July 2, 2022, respectively, and $8,529 and $16,497 for the three and six months ended July 3, 2021, respectively. The Company disaggregates its 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. The Company believes this best depicts how the nature, amount, timing and uncertainty of its 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 July 2, 2022 Six Months Ended July 2, 2022 INF BTS GEO Total INF BTS GEO Total United States $ 102,639 $ 54,603 $ 38,245 $ 195,487 $ 202,600 $ 107,521 $ 67,462 $ 377,583 Foreign — 6,728 517 7,245 — 14,264 1,038 15,302 Total gross revenues $ 102,639 $ 61,331 $ 38,762 $ 202,732 $ 202,600 $ 121,785 $ 68,500 $ 392,885 Three Months Ended July 3, 2021 Six Months Ended July 3, 2021 INF BTS GEO Total INF BTS GEO Total United States $ 97,755 $ 39,718 $ 37,490 $ 174,963 $ 185,288 $ 75,016 $ 63,864 $ 324,168 Foreign — 4,100 440 4,540 — 7,407 1,023 8,430 Total gross revenues $ 97,755 $ 43,818 $ 37,930 $ 179,503 $ 185,288 $ 82,423 $ 64,887 $ 332,598 Gross revenue by customer were as follows: Three Months Ended July 2, 2022 Six Months Ended July 2, 2022 INF BTS GEO Total INF BTS GEO Total Public and quasi-public sector $ 80,054 $ 15,635 $ 31,644 $ 127,333 $ 159,258 $ 30,896 $ 54,634 $ 244,788 Private sector 22,585 45,696 7,118 75,399 43,342 90,889 13,866 148,097 Total gross revenues $ 102,639 $ 61,331 $ 38,762 $ 202,732 $ 202,600 $ 121,785 $ 68,500 $ 392,885 Three Months Ended July 3, 2021 Six Months Ended July 3, 2021 INF BTS GEO Total INF BTS GEO Total Public and quasi-public sector $ 76,777 $ 16,562 $ 24,847 $ 118,186 $ 145,460 $ 36,885 $ 42,820 $ 225,165 Private sector 20,978 27,256 13,083 61,317 39,828 45,538 22,067 107,433 Total gross revenues $ 97,755 $ 43,818 $ 37,930 $ 179,503 $ 185,288 $ 82,423 $ 64,887 $ 332,598 Gross revenues by contract type were as follows: Three Months Ended July 2, 2022 Six Months Ended July 2, 2022 INF BTS GEO Total INF BTS GEO Total Cost-reimbursable contracts $ 98,604 $ 39,006 $ 38,638 $ 176,248 $ 194,326 $ 78,492 $ 68,283 $ 341,101 Fixed-unit price contracts 4,035 22,325 124 26,484 8,274 43,293 217 51,784 Total gross revenues $ 102,639 $ 61,331 $ 38,762 $ 202,732 $ 202,600 $ 121,785 $ 68,500 $ 392,885 Three Months Ended July 3, 2021 Six Months Ended July 3, 2021 INF BTS GEO Total INF BTS GEO Total Cost-reimbursable contracts $ 93,396 $ 31,453 $ 37,822 $ 162,671 $ 176,781 $ 60,162 $ 64,711 $ 301,654 Fixed-unit price contracts 4,359 12,365 108 16,832 8,507 22,261 176 30,944 Total gross revenues $ 97,755 $ 43,818 $ 37,930 $ 179,503 $ 185,288 $ 82,423 $ 64,887 $ 332,598 |
Leases
Leases | 6 Months Ended |
Jul. 02, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company primarily leases property under operating leases and has six equipment operating leases for aircrafts used by the operations of QSI. The Company's property operating leases consist of various office facilities. The Company uses 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. The Company's office leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for lease components (e.g. fixed payments including rent, real estate taxes and common area maintenance costs) as a single lease component. Some of the Company's leases include one or more options to renew the lease term at its sole discretion; however, these are not included in the calculation of its lease liability or right-of-use ("ROU") lease asset because they are not reasonably certain of exercise. The Company also leases vehicles through a fleet leasing program. The payments for the vehicles are based on the terms selected. The Company has 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. The Company's 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 July 2, 2022 January 1, 2022 Assets Operating lease assets Right-of-use lease asset, net (1) $ 40,595 $ 44,260 Finance lease assets Property and equipment, net (1) 2,217 2,197 Total leased assets $ 42,812 $ 46,457 Liabilities Current Operating Accrued liabilities $ (13,214) $ (12,897) Finance Current portion of notes payable and other obligations (1,134) (1,225) Noncurrent Operating Other long-term liabilities (29,358) (33,169) Finance Notes payable and other obligations, less current portion (1,102) (990) Total lease liabilities $ (44,808) $ (48,281) (1) At July 2, 2022, operating right of-use lease assets and finance lease assets are recorded net of accumulated amortization of $33,445 and $4,247, respectively. At January 1, 2022, operating right-of-use lease assets and finance lease assets are recorded net of accumulated amortization of $29,257 and $3,643, respectively. Supplemental balance sheet information related to the Company's operating and finance leases is as follows: Weighted - Average Remaining Lease Term (Years) July 2, 2022 January 1, 2022 Operating leases 4.2 4.5 Finance leases 1.5 1.6 Weighted - Average Discount Rate Operating leases 3.9% 4.0% Finance leases 7.0% 7.0% Supplemental cash flow information related to the Company's operating and finance lease liabilities is as follows: Three Months Ended Six Months Ended July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021 Operating cash flows from operating leases $ 3,439 $ 3,531 $ 6,881 $ 7,048 Financing cash flows from finance leases $ 303 $ 337 $ 623 $ 592 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 724 $ 1,073 $ 926 $ 2,382 The following tables summarize the components of lease cost recognized in the consolidated statements of net income and comprehensive income: Three Months Ended Six Months Ended Lease Cost Classification July 2, 2022 July 2, 2022 Operating lease cost Facilities and facilities related $ 3,869 $ 7,692 Variable operating lease cost Facilities and facilities related 827 1,740 Finance lease cost Amortization of financing lease assets Depreciation and amortization 302 626 Interest on lease liabilities Interest expense 30 65 Total lease cost $ 5,028 $ 10,123 Three Months Ended Six Months Ended Lease Cost Classification July 3, 2021 July 3, 2021 Operating lease cost Facilities and facilities related $ 3,973 $ 7,654 Variable operating lease cost Facilities and facilities related 333 931 Finance lease cost Amortization of financing lease assets Depreciation and amortization 337 592 Interest on lease liabilities Interest expense 45 78 Total lease cost $ 4,688 $ 9,255 As of July 2, 2022, 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 2022 $ 7,516 $ 1,212 2023 13,116 660 2024 10,025 306 2025 7,078 257 2026 4,401 85 Thereafter 3,884 8 Total lease payments 46,020 2,528 Less: Interest (3,448) (292) Present value of lease liabilities $ 42,572 $ 2,236 |
Leases | Leases The Company primarily leases property under operating leases and has six equipment operating leases for aircrafts used by the operations of QSI. The Company's property operating leases consist of various office facilities. The Company uses 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. The Company's office leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for lease components (e.g. fixed payments including rent, real estate taxes and common area maintenance costs) as a single lease component. Some of the Company's leases include one or more options to renew the lease term at its sole discretion; however, these are not included in the calculation of its lease liability or right-of-use ("ROU") lease asset because they are not reasonably certain of exercise. The Company also leases vehicles through a fleet leasing program. The payments for the vehicles are based on the terms selected. The Company has 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. The Company's 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 July 2, 2022 January 1, 2022 Assets Operating lease assets Right-of-use lease asset, net (1) $ 40,595 $ 44,260 Finance lease assets Property and equipment, net (1) 2,217 2,197 Total leased assets $ 42,812 $ 46,457 Liabilities Current Operating Accrued liabilities $ (13,214) $ (12,897) Finance Current portion of notes payable and other obligations (1,134) (1,225) Noncurrent Operating Other long-term liabilities (29,358) (33,169) Finance Notes payable and other obligations, less current portion (1,102) (990) Total lease liabilities $ (44,808) $ (48,281) (1) At July 2, 2022, operating right of-use lease assets and finance lease assets are recorded net of accumulated amortization of $33,445 and $4,247, respectively. At January 1, 2022, operating right-of-use lease assets and finance lease assets are recorded net of accumulated amortization of $29,257 and $3,643, respectively. Supplemental balance sheet information related to the Company's operating and finance leases is as follows: Weighted - Average Remaining Lease Term (Years) July 2, 2022 January 1, 2022 Operating leases 4.2 4.5 Finance leases 1.5 1.6 Weighted - Average Discount Rate Operating leases 3.9% 4.0% Finance leases 7.0% 7.0% Supplemental cash flow information related to the Company's operating and finance lease liabilities is as follows: Three Months Ended Six Months Ended July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021 Operating cash flows from operating leases $ 3,439 $ 3,531 $ 6,881 $ 7,048 Financing cash flows from finance leases $ 303 $ 337 $ 623 $ 592 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 724 $ 1,073 $ 926 $ 2,382 The following tables summarize the components of lease cost recognized in the consolidated statements of net income and comprehensive income: Three Months Ended Six Months Ended Lease Cost Classification July 2, 2022 July 2, 2022 Operating lease cost Facilities and facilities related $ 3,869 $ 7,692 Variable operating lease cost Facilities and facilities related 827 1,740 Finance lease cost Amortization of financing lease assets Depreciation and amortization 302 626 Interest on lease liabilities Interest expense 30 65 Total lease cost $ 5,028 $ 10,123 Three Months Ended Six Months Ended Lease Cost Classification July 3, 2021 July 3, 2021 Operating lease cost Facilities and facilities related $ 3,973 $ 7,654 Variable operating lease cost Facilities and facilities related 333 931 Finance lease cost Amortization of financing lease assets Depreciation and amortization 337 592 Interest on lease liabilities Interest expense 45 78 Total lease cost $ 4,688 $ 9,255 As of July 2, 2022, 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 2022 $ 7,516 $ 1,212 2023 13,116 660 2024 10,025 306 2025 7,078 257 2026 4,401 85 Thereafter 3,884 8 Total lease payments 46,020 2,528 Less: Interest (3,448) (292) Present value of lease liabilities $ 42,572 $ 2,236 |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Jul. 02, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company sponsors 401(k) plans for which employees meeting certain age and length of service requirements may contribute up to the defined statutory limit. In 2022 the Company will be offering a 401(k) Profit Sharing match for participating employees equal to 50% of contributions into the plan up to the first 6% of eligible compensation. The match will be allocated 25% in cash to the retirement plan and 75% in restricted stock awards (“RSA’s”) under the NV5 Incentive Plan with a three-year vesting. This annual match will be made after the completion of the plan year and employees must be employed on December 31st of the plan year to receive the match. The RSA’s to be issued are deemed to be liability-classified awards that will be recognized over the applicable service period. The awards will be remeasured to fair value each reporting period until the unvested RSAs are granted. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 02, 2022 | |
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 |
Performance Obligations | Performance Obligations To determine the proper revenue recognition method, the Company evaluates 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 the Company's contracts have a single performance obligation as the promise to transfer the individual goods or services that 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 the Company's 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, sub-consultant services, 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 July 2, 2022, the Company had $740,864 of remaining performance obligations, of which $607,928 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. Performance obligations include only those amounts that have been funded and authorized and does not reflect the full amounts the Company 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, the Company includes revenue from such contracts in performance obligations to the extent of the remaining estimated amount. Contract Balances |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is the excess of consideration paid for an acquired entity over the amounts assigned to assets acquired, including other identifiable intangible assets and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the Company performs an assessment to determine the acquisition date fair value of the acquired company’s tangible and identifiable intangible assets and liabilities. Goodwill is required to be evaluated for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then 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 as of August 1 of each year. The Company conducts its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill. As of August 1, 2021, 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, 2021. Furthermore, there were no indicators, events or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2021 through July 2, 2022. |
Recently Accounting Pronouncements | Recent Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). This ASU improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and resulting inconsistencies. This ASU requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
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 Six Months Ended July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021 Numerator: Net income – basic and diluted $ 17,268 $ 13,638 $ 25,910 $ 19,118 Denominator: Basic weighted average shares outstanding 14,736,167 14,419,671 14,714,745 13,648,247 Effect of dilutive non-vested restricted shares and units 481,815 515,913 481,379 520,824 Effect of issuable shares related to acquisitions 14,175 29,604 15,711 26,964 Diluted weighted average shares outstanding 15,232,157 14,965,188 15,211,835 14,196,035 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule 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 the six months ended July 2, 2022 and the fiscal year ended January 1, 2022: Six Months Ended Fiscal Year Ended July 2, 2022 January 1, 2022 Cash $ — $ 1,480 Billed and unbilled receivables, net 1,848 17,728 Right-of-use assets 632 2,932 Property and equipment 1,531 3,741 Prepaid expenses — 587 Other assets — 13 Intangible assets: Customer relationships 5,713 36,338 Trade name 290 2,098 Customer backlog 175 3,847 Non-compete 378 4,456 Total Assets $ 10,567 $ 73,220 Liabilities (1,555) (13,984) Deferred tax liabilities — (4,521) Net assets acquired $ 9,012 $ 54,715 Consideration paid (Cash, Notes and/or stock) $ 7,577 $ 95,316 Contingent earn-out liability (Cash and stock) 6,579 5,133 Total Consideration $ 14,156 $ 100,449 Excess consideration over the amounts assigned to the net assets acquired (Goodwill) $ 5,144 $ 45,734 |
Schedule of pro forma consolidated results of operations | The following table presents the results of operations of businesses acquired from their respective dates of acquisition for the three and six months ended July 3, 2021. The revenue and earnings of the fiscal 2022 acquisitions included in the Company's results since the acquisition dates are not material to the Company's consolidated financial statements and have not been presented. Three Months Ended Six Months Ended July 3, 2021 July 3, 2021 Gross revenues $ 8,529 $ 9,981 Income before income taxes $ 2,795 $ 3,288 Three Months Ended Six Months Ended July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021 Gross revenues $ 204,806 $ 194,204 $ 396,893 $ 365,985 Net income $ 17,302 $ 14,139 $ 26,003 $ 20,398 Basic earnings per share $ 1.17 $ 0.98 $ 1.77 $ 1.49 Diluted earnings per share $ 1.14 $ 0.94 $ 1.71 $ 1.43 |
Billed and Unbilled Receivabl_2
Billed and Unbilled Receivables (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Receivables [Abstract] | |
Schedule of accounts, notes, loans and financing receivable | Billed and Unbilled Receivables consists of the following: July 2, 2022 January 1, 2022 Billed receivables $ 144,500 $ 159,942 Less: allowance for doubtful accounts (4,541) (6,128) Billed receivables, net $ 139,959 $ 153,814 Unbilled receivables $ 95,777 $ 91,558 Less: allowance for doubtful accounts (2,291) (1,824) Unbilled receivables, net $ 93,486 $ 89,734 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net, consists of the following: July 2, 2022 January 1, 2022 Office furniture and equipment $ 3,365 $ 3,314 Computer equipment 22,865 20,063 Survey and field equipment 44,831 35,436 Leasehold improvements 6,420 6,395 Total 77,481 65,208 Less: accumulated depreciation (37,924) (32,479) Property and equipment, net $ 39,557 $ 32,729 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The changes in the carrying value by reportable segment for the six months ended July 2, 2022 were as follows: Six Months Ended January 1, 2022 2022 Acquisitions Adjustments July 2, 2022 INF $ 90,725 $ 120 $ 19 $ 90,864 BTS 111,005 61 (319) 110,747 GEO 188,186 4,963 — 193,149 Total $ 389,916 $ 5,144 $ (300) $ 394,760 |
Schedule of finite-lived intangible assets | Intangible assets, net, as of July 2, 2022 and January 1, 2022 consist of the following: July 2, 2022 January 1, 2022 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Finite-lived intangible assets: Customer relationships (1) $ 225,099 $ (75,958) $ 149,141 $ 219,455 $ (65,017) $ 154,438 Trade name (2) 16,905 (15,348) 1,557 16,615 (14,815) 1,800 Customer backlog (3) 29,133 (26,357) 2,776 28,971 (25,162) 3,809 Non-compete (4) 14,207 (10,304) 3,903 13,829 (9,024) 4,805 Developed technology (5) 32,944 (11,938) 21,006 32,944 (9,572) 23,372 Total finite-lived intangible assets $ 318,288 $ (139,905) $ 178,383 $ 311,814 $ (123,590) $ 188,224 (1) Amortized on a straight-line basis over estimated lives (5 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 10 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) | 6 Months Ended |
Jul. 02, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities consist of the following: July 2, 2022 January 1, 2022 Current portion of lease liability $ 13,214 $ 12,897 Accrued vacation 14,635 12,819 Payroll and related taxes 12,134 10,931 Benefits 4,226 6,767 Accrued operating expenses 4,988 4,329 Other 1,938 2,718 Total $ 51,135 $ 50,461 |
Notes Payable and Other Oblig_2
Notes Payable and Other Obligations (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of notes payable and other obligations | Notes payable and other obligations consists of the following: July 2, 2022 January 1, 2022 Senior credit facility $ 63,750 $ 98,750 Uncollateralized promissory notes 27,996 31,493 Finance leases 2,236 2,215 Other obligations 1,814 2,733 Debt issuance costs, net of amortization (3,025) (3,395) Total notes payable and other obligations 92,771 131,796 Current portion of notes payable and other obligations 18,932 20,734 Notes payable and other obligations, less current portion $ 73,839 $ 111,062 |
Contingent Consideration (Table
Contingent Consideration (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of changes carrying value of estimated contingent consideration | The following table summarizes the changes in the carrying value of estimated contingent consideration: July 2, 2022 January 1, 2022 Contingent consideration, beginning of the year $ 8,328 $ 2,400 Additions for acquisitions 6,579 5,133 Reduction of liability for payments made (1,597) (1,538) Increase of liability related to re-measurement of fair value (518) 2,333 Total contingent consideration, end of the period 12,792 8,328 Current portion of contingent consideration 9,772 5,807 Contingent consideration, less current portion $ 3,020 $ 2,521 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based payment arrangement, restricted stock unit, activity | The following summarizes the activity of restricted stock awards during the six months ended July 2, 2022: Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units Weighted Average January 1, 2022 744,490 $ 66.34 Granted 168,591 $ 114.73 Vested (61,634) $ 57.80 Forfeited (57,981) $ 66.91 July 2, 2022 793,466 $ 77.01 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
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 Six Months Ended July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021 Gross revenues INF $ 102,639 $ 97,755 $ 202,600 $ 185,288 BTS 61,331 43,818 121,785 82,423 GEO 38,762 37,930 68,500 64,887 Total gross revenues $ 202,732 $ 179,503 $ 392,885 $ 332,598 Segment income before taxes INF $ 19,206 $ 19,149 $ 35,457 $ 35,961 BTS 12,622 7,501 25,435 13,766 GEO 11,034 10,121 16,138 14,026 Total Segment income before taxes 42,862 36,771 77,030 63,753 Corporate (1) (21,149) (19,787) (43,678) (39,533) Total income before taxes $ 21,713 $ 16,984 $ 33,352 $ 24,220 (1) Includes amortization of intangibles of $8,056 and $16,319 for the three and six months ended July 2, 2022, respectively, and $8,529 and $16,497 for the three and six months ended July 3, 2021, respectively. |
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 July 2, 2022 Six Months Ended July 2, 2022 INF BTS GEO Total INF BTS GEO Total United States $ 102,639 $ 54,603 $ 38,245 $ 195,487 $ 202,600 $ 107,521 $ 67,462 $ 377,583 Foreign — 6,728 517 7,245 — 14,264 1,038 15,302 Total gross revenues $ 102,639 $ 61,331 $ 38,762 $ 202,732 $ 202,600 $ 121,785 $ 68,500 $ 392,885 Three Months Ended July 3, 2021 Six Months Ended July 3, 2021 INF BTS GEO Total INF BTS GEO Total United States $ 97,755 $ 39,718 $ 37,490 $ 174,963 $ 185,288 $ 75,016 $ 63,864 $ 324,168 Foreign — 4,100 440 4,540 — 7,407 1,023 8,430 Total gross revenues $ 97,755 $ 43,818 $ 37,930 $ 179,503 $ 185,288 $ 82,423 $ 64,887 $ 332,598 |
Schedule of revenue by major customers by reporting segments | Gross revenue by customer were as follows: Three Months Ended July 2, 2022 Six Months Ended July 2, 2022 INF BTS GEO Total INF BTS GEO Total Public and quasi-public sector $ 80,054 $ 15,635 $ 31,644 $ 127,333 $ 159,258 $ 30,896 $ 54,634 $ 244,788 Private sector 22,585 45,696 7,118 75,399 43,342 90,889 13,866 148,097 Total gross revenues $ 102,639 $ 61,331 $ 38,762 $ 202,732 $ 202,600 $ 121,785 $ 68,500 $ 392,885 Three Months Ended July 3, 2021 Six Months Ended July 3, 2021 INF BTS GEO Total INF BTS GEO Total Public and quasi-public sector $ 76,777 $ 16,562 $ 24,847 $ 118,186 $ 145,460 $ 36,885 $ 42,820 $ 225,165 Private sector 20,978 27,256 13,083 61,317 39,828 45,538 22,067 107,433 Total gross revenues $ 97,755 $ 43,818 $ 37,930 $ 179,503 $ 185,288 $ 82,423 $ 64,887 $ 332,598 |
Schedule of revenue from external customers by products and services | Gross revenues by contract type were as follows: Three Months Ended July 2, 2022 Six Months Ended July 2, 2022 INF BTS GEO Total INF BTS GEO Total Cost-reimbursable contracts $ 98,604 $ 39,006 $ 38,638 $ 176,248 $ 194,326 $ 78,492 $ 68,283 $ 341,101 Fixed-unit price contracts 4,035 22,325 124 26,484 8,274 43,293 217 51,784 Total gross revenues $ 102,639 $ 61,331 $ 38,762 $ 202,732 $ 202,600 $ 121,785 $ 68,500 $ 392,885 Three Months Ended July 3, 2021 Six Months Ended July 3, 2021 INF BTS GEO Total INF BTS GEO Total Cost-reimbursable contracts $ 93,396 $ 31,453 $ 37,822 $ 162,671 $ 176,781 $ 60,162 $ 64,711 $ 301,654 Fixed-unit price contracts 4,359 12,365 108 16,832 8,507 22,261 176 30,944 Total gross revenues $ 97,755 $ 43,818 $ 37,930 $ 179,503 $ 185,288 $ 82,423 $ 64,887 $ 332,598 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 02, 2022 | |
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 July 2, 2022 January 1, 2022 Assets Operating lease assets Right-of-use lease asset, net (1) $ 40,595 $ 44,260 Finance lease assets Property and equipment, net (1) 2,217 2,197 Total leased assets $ 42,812 $ 46,457 Liabilities Current Operating Accrued liabilities $ (13,214) $ (12,897) Finance Current portion of notes payable and other obligations (1,134) (1,225) Noncurrent Operating Other long-term liabilities (29,358) (33,169) Finance Notes payable and other obligations, less current portion (1,102) (990) Total lease liabilities $ (44,808) $ (48,281) (1) At July 2, 2022, operating right of-use lease assets and finance lease assets are recorded net of accumulated amortization of $33,445 and $4,247, respectively. At January 1, 2022, operating right-of-use lease assets and finance lease assets are recorded net of accumulated amortization of $29,257 and $3,643, 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) July 2, 2022 January 1, 2022 Operating leases 4.2 4.5 Finance leases 1.5 1.6 Weighted - Average Discount Rate Operating leases 3.9% 4.0% Finance leases 7.0% 7.0% |
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 Six Months Ended July 2, 2022 July 3, 2021 July 2, 2022 July 3, 2021 Operating cash flows from operating leases $ 3,439 $ 3,531 $ 6,881 $ 7,048 Financing cash flows from finance leases $ 303 $ 337 $ 623 $ 592 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 724 $ 1,073 $ 926 $ 2,382 |
Schedule of lease cost | The following tables summarize the components of lease cost recognized in the consolidated statements of net income and comprehensive income: Three Months Ended Six Months Ended Lease Cost Classification July 2, 2022 July 2, 2022 Operating lease cost Facilities and facilities related $ 3,869 $ 7,692 Variable operating lease cost Facilities and facilities related 827 1,740 Finance lease cost Amortization of financing lease assets Depreciation and amortization 302 626 Interest on lease liabilities Interest expense 30 65 Total lease cost $ 5,028 $ 10,123 Three Months Ended Six Months Ended Lease Cost Classification July 3, 2021 July 3, 2021 Operating lease cost Facilities and facilities related $ 3,973 $ 7,654 Variable operating lease cost Facilities and facilities related 333 931 Finance lease cost Amortization of financing lease assets Depreciation and amortization 337 592 Interest on lease liabilities Interest expense 45 78 Total lease cost $ 4,688 $ 9,255 |
Schedule of maturities of lease liabilities | As of July 2, 2022, 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 2022 $ 7,516 $ 1,212 2023 13,116 660 2024 10,025 306 2025 7,078 257 2026 4,401 85 Thereafter 3,884 8 Total lease payments 46,020 2,528 Less: Interest (3,448) (292) Present value of lease liabilities $ 42,572 $ 2,236 |
Schedule of maturities of lease liabilities | As of July 2, 2022, 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 2022 $ 7,516 $ 1,212 2023 13,116 660 2024 10,025 306 2025 7,078 257 2026 4,401 85 Thereafter 3,884 8 Total lease payments 46,020 2,528 Less: Interest (3,448) (292) Present value of lease liabilities $ 42,572 $ 2,236 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Revenue Recognition (Details) $ in Thousands | Jul. 02, 2022 USD ($) |
Accounting Policies [Abstract] | |
Remaining revenue performance obligation amount | $ 740,864 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-02 | |
Accounting Policies [Abstract] | |
Remaining revenue performance obligation amount | $ 607,928 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-02 | Period One | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation expected timing of satisfaction (in months) | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-02 | Period Two | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation expected timing of satisfaction (in months) | 24 months |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jul. 02, 2022 | Jul. 02, 2022 | |
Accounting Policies [Abstract] | ||
Revenue from contract liability | $ 6,068 | $ 22,078 |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Apr. 13, 2021 | Mar. 15, 2021 | Mar. 10, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities (in shares) | 20,854 | 16,894 | 25,653 | 11,805 | |||
Price per share (in dollars per share) | $ 93 | ||||||
Public Offering | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,612,903 | ||||||
Underwriting term (in days) | 30 days | ||||||
Consideration received on transaction | $ 140,693 | ||||||
Over-allotment Option | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Sale of stock, number of shares issued in transaction (in shares) | 241,935 | ||||||
Consideration received on transaction | $ 21,150 | ||||||
Restricted Stock | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities (in shares) | 739,919 | 830,182 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Numerator: | ||||
Net income – basic | $ 17,268 | $ 13,638 | $ 25,910 | $ 19,118 |
Net income – diluted | $ 17,268 | $ 13,638 | $ 25,910 | $ 19,118 |
Denominator: | ||||
Basic weighted average shares outstanding (in shares) | 14,736,167 | 14,419,671 | 14,714,745 | 13,648,247 |
Effect of dilutive non-vested restricted shares and units (in shares) | 481,815 | 515,913 | 481,379 | 520,824 |
Effect of issuable shares related to acquisitions (in shares) | 14,175 | 29,604 | 15,711 | 26,964 |
Diluted weighted average shares outstanding (in shares) | 15,232,157 | 14,965,188 | 15,211,835 | 14,196,035 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jul. 02, 2022 USD ($) acquisition | Jan. 01, 2022 USD ($) acquisition | Jan. 02, 2021 USD ($) | |
Business Acquisition [Line Items] | |||
Earn-out of cash fair value | $ 12,792 | $ 8,328 | $ 2,400 |
Series of Individually Immaterial Business Acquisitions | |||
Business Acquisition [Line Items] | |||
Number of businesses acquired | acquisition | 3 | 8 | |
Total consideration | $ 14,156 | $ 100,449 | |
Payments to acquire businesses | 4,644 | 69,501 | |
Consideration of common stock | 433 | 6,787 | |
Potential earn-out in cash and stock | 15,500 | 25,700 | |
Earn-out of cash fair value | 6,579 | 5,133 | |
Series of Individually Immaterial Business Acquisitions | Uncollateralized Promissory Notes | |||
Business Acquisition [Line Items] | |||
Notes payable | $ 2,500 | $ 19,028 |
Business Acquisitions - Summary
Business Acquisitions - Summary of the Fair Values of Assets Acquired and Liabilities Assumed (Details) - Series of Individually Immaterial Business Acquisitions - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 02, 2022 | Jan. 01, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cash | $ 0 | $ 1,480 |
Billed and unbilled receivables, net | 1,848 | 17,728 |
Right-of-use assets | 632 | 2,932 |
Property and equipment | 1,531 | 3,741 |
Prepaid expenses | 0 | 587 |
Other assets | 0 | 13 |
Total Assets | 10,567 | 73,220 |
Liabilities | (1,555) | (13,984) |
Deferred tax liabilities | 0 | (4,521) |
Net assets acquired | 9,012 | 54,715 |
Consideration paid (Cash, Notes and/or stock) | 7,577 | 95,316 |
Contingent earn-out liability (Cash and stock) | 6,579 | 5,133 |
Total Consideration | 14,156 | 100,449 |
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | 5,144 | 45,734 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets: | 5,713 | 36,338 |
Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets: | 290 | 2,098 |
Customer backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets: | 175 | 3,847 |
Non-compete | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets: | $ 378 | $ 4,456 |
Business Acquisitions - Results
Business Acquisitions - Results of Operations From any Business Acquired (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jul. 03, 2021 | Jul. 03, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Gross revenues | $ 8,529 | $ 9,981 |
Income before income taxes | $ 2,795 | $ 3,288 |
Business Acquisitions - Pro For
Business Acquisitions - Pro Forma Consolidated Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Gross revenues | $ 204,806 | $ 194,204 | $ 396,893 | $ 365,985 |
Net income | $ 17,302 | $ 14,139 | $ 26,003 | $ 20,398 |
Basic earnings per share (in dollars per share) | $ 1.17 | $ 0.98 | $ 1.77 | $ 1.49 |
Diluted earnings per share (in dollars per share) | $ 1.14 | $ 0.94 | $ 1.71 | $ 1.43 |
Billed and Unbilled Receivabl_3
Billed and Unbilled Receivables (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Receivables [Abstract] | ||
Billed receivables | $ 144,500 | $ 159,942 |
Less: allowance for doubtful accounts | (4,541) | (6,128) |
Billed receivables, net | 139,959 | 153,814 |
Unbilled receivables | 95,777 | 91,558 |
Less: allowance for doubtful accounts | (2,291) | (1,824) |
Unbilled receivables, net | $ 93,486 | $ 89,734 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 77,481 | $ 65,208 |
Less: accumulated depreciation | (37,924) | (32,479) |
Property and equipment, net | 39,557 | 32,729 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 3,365 | 3,314 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 22,865 | 20,063 |
Survey and field equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 44,831 | 35,436 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 6,420 | $ 6,395 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 2,835 | $ 2,865 | $ 5,739 | $ 5,439 |
Other Direct Costs | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 1,223 | $ 1,178 | $ 2,456 | $ 2,280 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jul. 02, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 389,916 |
2022 Acquisitions | 5,144 |
Adjustments | (300) |
Ending balance | 394,760 |
INF | |
Goodwill [Roll Forward] | |
Beginning balance | 90,725 |
2022 Acquisitions | 120 |
Adjustments | 19 |
Ending balance | 90,864 |
BTS | |
Goodwill [Roll Forward] | |
Beginning balance | 111,005 |
2022 Acquisitions | 61 |
Adjustments | (319) |
Ending balance | 110,747 |
GEO | |
Goodwill [Roll Forward] | |
Beginning balance | 188,186 |
2022 Acquisitions | 4,963 |
Adjustments | 0 |
Ending balance | $ 193,149 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 02, 2022 | Jan. 01, 2022 | |
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 318,288 | $ 311,814 |
Accumulated Amortization | (139,905) | (123,590) |
Net Amount | 178,383 | 188,224 |
Customer relationships | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 225,099 | 219,455 |
Accumulated Amortization | (75,958) | (65,017) |
Net Amount | $ 149,141 | 154,438 |
Customer relationships | Minimum | ||
Finite-lived intangible assets: | ||
Useful life (in years) | 5 years | |
Customer relationships | Maximum | ||
Finite-lived intangible assets: | ||
Useful life (in years) | 12 years | |
Trade name | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 16,905 | 16,615 |
Accumulated Amortization | (15,348) | (14,815) |
Net Amount | $ 1,557 | 1,800 |
Trade name | Minimum | ||
Finite-lived intangible assets: | ||
Useful life (in years) | 1 year | |
Trade name | Maximum | ||
Finite-lived intangible assets: | ||
Useful life (in years) | 3 years | |
Customer backlog | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 29,133 | 28,971 |
Accumulated Amortization | (26,357) | (25,162) |
Net Amount | $ 2,776 | 3,809 |
Customer backlog | Minimum | ||
Finite-lived intangible assets: | ||
Useful life (in years) | 1 year | |
Customer backlog | Maximum | ||
Finite-lived intangible assets: | ||
Useful life (in years) | 10 years | |
Non-compete | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 14,207 | 13,829 |
Accumulated Amortization | (10,304) | (9,024) |
Net Amount | $ 3,903 | 4,805 |
Non-compete | Minimum | ||
Finite-lived intangible assets: | ||
Useful life (in years) | 2 years | |
Non-compete | Maximum | ||
Finite-lived intangible assets: | ||
Useful life (in years) | 5 years | |
Developed technology | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 32,944 | 32,944 |
Accumulated Amortization | (11,938) | (9,572) |
Net Amount | $ 21,006 | $ 23,372 |
Developed technology | Minimum | ||
Finite-lived intangible assets: | ||
Useful life (in years) | 5 years | |
Developed technology | Maximum | ||
Finite-lived intangible assets: | ||
Useful life (in years) | 7 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 5,144 | $ 5,144 | ||
Amortization expense | $ 8,056 | $ 8,529 | $ 16,319 | $ 16,497 |
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, useful life (in years) | 8 years 2 months 12 days | |||
Trade name | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, useful life (in years) | 2 years | |||
Customer backlog | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, useful life (in years) | 6 months | |||
Non-compete | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, useful life (in years) | 3 years 9 months 18 days |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Payables and Accruals [Abstract] | ||
Current portion of lease liability | $ 13,214 | $ 12,897 |
Accrued vacation | 14,635 | 12,819 |
Payroll and related taxes | 12,134 | 10,931 |
Benefits | 4,226 | 6,767 |
Accrued operating expenses | 4,988 | 4,329 |
Other | 1,938 | 2,718 |
Total | $ 51,135 | $ 50,461 |
Notes Payable and Other Oblig_3
Notes Payable and Other Obligations - Summary of Notes Payable and Other Obligations (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Debt Instrument [Line Items] | ||
Finance leases | $ 2,236 | $ 2,215 |
Debt issuance costs, net of amortization | (3,025) | (3,395) |
Total notes payable and other obligations | 92,771 | 131,796 |
Current portion of notes payable and other obligations | 18,932 | 20,734 |
Notes payable and other obligations, less current portion | 73,839 | 111,062 |
Senior credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 63,750 | 98,750 |
Uncollateralized promissory notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 27,996 | 31,493 |
Other obligations | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 1,814 | $ 2,733 |
Notes Payable and Other Oblig_4
Notes Payable and Other Obligations - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||||
Aug. 13, 2021 USD ($) | Jul. 02, 2022 USD ($) | Jul. 03, 2021 USD ($) | Jul. 02, 2022 USD ($) | Jul. 03, 2021 USD ($) | Jan. 01, 2022 USD ($) | Dec. 07, 2016 USD ($) | |
Debt Instrument [Line Items] | |||||||
Debt covenant, liquidity availability | $ 30,000,000 | $ 30,000,000 | |||||
Amortization of debt issuance costs | 370,000 | $ 454,000 | |||||
Other obligations | $ 29,810,000 | $ 29,810,000 | $ 34,226,000 | ||||
Weighted average interest rate (as a percent) | 2.40% | 2.40% | |||||
Senior Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, gross | $ 63,750,000 | $ 63,750,000 | 98,750,000 | ||||
Second A&R Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Minimum fixed charge coverage ratio | 3.25 | 3.25 | |||||
AR Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | $ 3,702,000 | $ 3,702,000 | |||||
Amortization of debt issuance costs | 185,000 | $ 227,000 | 370,000 | $ 454,000 | |||
Line of Credit | Senior Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 150,000,000 | ||||||
Revolving Credit Facility | Senior Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 215,000,000 | ||||||
Long-term debt, gross | $ 63,750,000 | $ 63,750,000 | $ 98,750,000 | ||||
Revolving Credit Facility | Second A&R Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 400,000,000 | ||||||
Aggregate credit agreement | 138,750,000 | ||||||
Available increase in borrowing capacity | $ 200,000,000 | ||||||
Interest rate during period (as a percent) | 2.30% | ||||||
Covenant, net leverage ratio | 4 | 4 | |||||
Minimum fixed charge coverage ratio | 1.10 | 1.10 |
Contingent Consideration (Detai
Contingent Consideration (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 02, 2022 | Jan. 01, 2022 | |
Commitments and Contingencies Disclosure [Roll Forward] | ||
Contingent consideration, beginning of the year | $ 8,328 | $ 2,400 |
Additions for acquisitions | 6,579 | 5,133 |
Reduction of liability for payments made | (1,597) | (1,538) |
Increase of liability related to re-measurement of fair value | (518) | 2,333 |
Total contingent consideration, end of the period | 12,792 | 8,328 |
Current portion of contingent consideration | 9,772 | 5,807 |
Contingent consideration, less current portion | $ 3,020 | $ 2,521 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred compensation | $ 4,826 | $ 4,094 | $ 9,615 | $ 7,790 |
Weighted average vesting period (in years) | 36,732 | $ 36,732 | ||
Cost not yet recognized, term (in years) | 1 year 6 months | |||
Fair value of restricted shares vested | $ 7,296 | $ 12,426 | ||
Liability Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Deferred compensation | 383 | 654 | ||
Total estimated fair value | $ 5,669 | $ 5,669 | ||
Equity Plan 2011 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 1,981,440 | 1,981,440 | ||
Rate of increase decrease in shares authorized for issuance (as a percent) | 3.50% | |||
Equity Plan 2011 | Minimum | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (n years) | 2 years | |||
Equity Plan 2011 | Maximum | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (n years) | 4 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards (Details) - Restricted Stock | 6 Months Ended |
Jul. 02, 2022 $ / shares shares | |
Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units | |
Beginning (in shares) | shares | 744,490 |
Granted (in shares) | shares | 168,591 |
Vested (in shares) | shares | (61,634) |
Forfeited (in shares) | shares | (57,981) |
Ending (in shares) | shares | 793,466 |
Weighted Average Grant Date Fair Value | |
Beginning (in dollars per share) | $ / shares | $ 66.34 |
Granted (in dollars per share) | $ / shares | 114.73 |
Vested (in dollars per share) | $ / shares | 57.80 |
Forfeited (in dollars per share) | $ / shares | 66.91 |
Ending (in dollars per share) | $ / shares | $ 77.01 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | Jan. 01, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Deferred income tax liabilities, net | $ 22,366 | $ 22,366 | $ 25,385 | ||
Effective income tax rate (as a percent) | (20.50%) | (19.70%) | (22.30%) | (21.10%) |
Reportable Segments - Narrative
Reportable Segments - Narrative (Details) | 6 Months Ended |
Jul. 02, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of operating segments | 3 |
Reportable Segments - Summarize
Reportable Segments - Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | $ 202,732 | $ 179,503 | $ 392,885 | $ 332,598 |
Segment income before taxes | 21,713 | 16,984 | 33,352 | 24,220 |
Amortization expense | 8,056 | 8,529 | 16,319 | 16,497 |
INF | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 102,639 | 97,755 | 202,600 | 185,288 |
BTS | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 61,331 | 43,818 | 121,785 | 82,423 |
GEO | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 38,762 | 37,930 | 68,500 | 64,887 |
Operating Segments | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Segment income before taxes | 42,862 | 36,771 | 77,030 | 63,753 |
Operating Segments | INF | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 102,639 | 97,755 | 202,600 | 185,288 |
Segment income before taxes | 19,206 | 19,149 | 35,457 | 35,961 |
Operating Segments | BTS | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 61,331 | 43,818 | 121,785 | 82,423 |
Segment income before taxes | 12,622 | 7,501 | 25,435 | 13,766 |
Operating Segments | GEO | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 38,762 | 37,930 | 68,500 | 64,887 |
Segment income before taxes | 11,034 | 10,121 | 16,138 | 14,026 |
Corporate | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Segment income before taxes | $ (21,149) | $ (19,787) | $ (43,678) | $ (39,533) |
Reportable Segments - Revenue F
Reportable Segments - Revenue From Contracts With Customers by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Gross revenues | $ 202,732 | $ 179,503 | $ 392,885 | $ 332,598 |
INF | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Gross revenues | 102,639 | 97,755 | 202,600 | 185,288 |
BTS | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Gross revenues | 61,331 | 43,818 | 121,785 | 82,423 |
GEO | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Gross revenues | 38,762 | 37,930 | 68,500 | 64,887 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Gross revenues | 195,487 | 174,963 | 377,583 | 324,168 |
United States | INF | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Gross revenues | 102,639 | 97,755 | 202,600 | 185,288 |
United States | BTS | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Gross revenues | 54,603 | 39,718 | 107,521 | 75,016 |
United States | GEO | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Gross revenues | 38,245 | 37,490 | 67,462 | 63,864 |
Foreign | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Gross revenues | 7,245 | 4,540 | 15,302 | 8,430 |
Foreign | INF | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Gross revenues | 0 | 0 | 0 | 0 |
Foreign | BTS | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Gross revenues | 6,728 | 4,100 | 14,264 | 7,407 |
Foreign | GEO | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Gross revenues | $ 517 | $ 440 | $ 1,038 | $ 1,023 |
Reportable Segments - Revenue b
Reportable Segments - Revenue by Customer Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | $ 202,732 | $ 179,503 | $ 392,885 | $ 332,598 |
INF | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 102,639 | 97,755 | 202,600 | 185,288 |
BTS | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 61,331 | 43,818 | 121,785 | 82,423 |
GEO | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 38,762 | 37,930 | 68,500 | 64,887 |
Public and quasi-public sector | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 127,333 | 118,186 | 244,788 | 225,165 |
Public and quasi-public sector | INF | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 80,054 | 76,777 | 159,258 | 145,460 |
Public and quasi-public sector | BTS | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 15,635 | 16,562 | 30,896 | 36,885 |
Public and quasi-public sector | GEO | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 31,644 | 24,847 | 54,634 | 42,820 |
Private sector | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 75,399 | 61,317 | 148,097 | 107,433 |
Private sector | INF | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 22,585 | 20,978 | 43,342 | 39,828 |
Private sector | BTS | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 45,696 | 27,256 | 90,889 | 45,538 |
Private sector | GEO | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | $ 7,118 | $ 13,083 | $ 13,866 | $ 22,067 |
Reportable Segments - Revenue_2
Reportable Segments - Revenue by Contract Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | $ 202,732 | $ 179,503 | $ 392,885 | $ 332,598 |
INF | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 102,639 | 97,755 | 202,600 | 185,288 |
BTS | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 61,331 | 43,818 | 121,785 | 82,423 |
GEO | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 38,762 | 37,930 | 68,500 | 64,887 |
Cost-reimbursable contracts | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 176,248 | 162,671 | 341,101 | 301,654 |
Cost-reimbursable contracts | INF | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 98,604 | 93,396 | 194,326 | 176,781 |
Cost-reimbursable contracts | BTS | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 39,006 | 31,453 | 78,492 | 60,162 |
Cost-reimbursable contracts | GEO | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 38,638 | 37,822 | 68,283 | 64,711 |
Fixed-unit price contracts | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 26,484 | 16,832 | 51,784 | 30,944 |
Fixed-unit price contracts | INF | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 4,035 | 4,359 | 8,274 | 8,507 |
Fixed-unit price contracts | BTS | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | 22,325 | 12,365 | 43,293 | 22,261 |
Fixed-unit price contracts | GEO | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Gross revenues | $ 124 | $ 108 | $ 217 | $ 176 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 6 Months Ended |
Jul. 02, 2022 renewal_option lease | |
Leases [Abstract] | |
Number of equipment operating leases | lease | 6 |
Office leases initial term (in months) | 12 months |
Number of options to renew | renewal_option | 1 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Assets | ||
Operating lease assets | $ 40,595 | $ 44,260 |
Finance lease assets | 2,217 | 2,197 |
Total leased assets | 42,812 | 46,457 |
Current | ||
Operating | (13,214) | (12,897) |
Finance | (1,134) | (1,225) |
Noncurrent | ||
Operating | (29,358) | (33,169) |
Finance | (1,102) | (990) |
Total lease liabilities | $ (44,808) | $ (48,281) |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property and equipment, net | Property and equipment, net |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued liabilities | Accrued liabilities |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of notes payable and other obligations | Current portion of notes payable and other obligations |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Notes payable and other obligations, less current portion | Notes payable and other obligations, less current portion |
Operating right of-use lease assets, accumulated amortization | $ 33,445 | $ 29,257 |
Financing right of-use lease assets, accumulated amortization | $ 4,247 | $ 3,643 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Term and Discount Rate (Details) | Jul. 02, 2022 | Jan. 01, 2022 |
Weighted - Average Remaining Lease Term (Years) | ||
Operating leases | 4 years 2 months 12 days | 4 years 6 months |
Finance leases | 1 year 6 months | 1 year 7 months 6 days |
Weighted - Average Discount Rate | ||
Operating leases | 3.90% | 4% |
Finance leases | 7% | 7% |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Supplemental Cash Flow Information | ||||
Operating cash flows from operating leases | $ 3,439 | $ 3,531 | $ 6,881 | $ 7,048 |
Financing cash flows from finance leases | 303 | 337 | 623 | 592 |
Right-of-use assets obtained in exchange for lease obligations: | ||||
Operating leases | $ 724 | $ 1,073 | $ 926 | $ 2,382 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Jul. 03, 2021 | Jul. 02, 2022 | Jul. 03, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 3,869 | $ 3,973 | $ 7,692 | $ 7,654 |
Variable operating lease cost | 827 | 333 | 1,740 | 931 |
Amortization of financing lease assets | 302 | 337 | 626 | 592 |
Interest on lease liabilities | 30 | 45 | 65 | 78 |
Total lease cost | $ 5,028 | $ 4,688 | $ 10,123 | $ 9,255 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Jul. 02, 2022 | Jan. 01, 2022 |
Operating Leases | ||
Remainder of 2022 | $ 7,516 | |
2023 | 13,116 | |
2024 | 10,025 | |
2025 | 7,078 | |
2026 | 4,401 | |
Thereafter | 3,884 | |
Total lease payments | 46,020 | |
Less: Interest | (3,448) | |
Present value of lease liabilities | 42,572 | |
Finance Leases | ||
Remainder of 2022 | 1,212 | |
2023 | 660 | |
2024 | 306 | |
2025 | 257 | |
2026 | 85 | |
Thereafter | 8 | |
Total lease payments | 2,528 | |
Less: Interest | (292) | |
Present value of lease liabilities | $ 2,236 | $ 2,215 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - NV5 Incentive Plan | 6 Months Ended |
Jul. 02, 2022 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Percent of match from employer | 50% |
Maximum percent of eligible contributions for match | 6% |
Percent of match towards cash to the retirement plan | 25% |
Percent of match towards restricted stock awards | 75% |
Liability Based Awards | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Award vesting period (n years) | 3 years |