United States securities and exchange commission logo
June 19, 2020
Edward Codispoti
Chief Financial Officer
NV5 Global, Inc.
200 South Park Road, Suite 350
Hollywood, Florida 33021
Re: NV5 Global, Inc.
Form 10-K for the
Fiscal Year Ended December 28, 2019
Filed February 26,
2020
Form 8-K Furnished
on May 7, 2020
File No. 001-35849
Dear Mr. Codispoti:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 28, 2019
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Consolidated Results of Operations, page 37
1. You present the
non-GAAP measure "Net Revenues" in the tabular disclosure which
represents gross
revenues minus sub-consultant costs and other direct costs which are
generally pass-through
costs. Please tell us the following in regard to the calculation of
Net Revenues:
Why it is appropriate
to adjust gross revenue for costs to arrive at a net revenue
amount.
What "generally
pass-through costs" represent and other direct costs consist, and in
particular, what
"generally" means.
Whether all costs
included in the adjustment are actual amounts, and if not, the basis
Edward Codispoti
FirstName LastNameEdward Codispoti
NV5 Global, Inc.
Comapany NameNV5 Global, Inc.
June 19, 2020
Page 2
June 19, 2020 Page 2
FirstName LastName
for amounts that are not actual.
The types of contracts to which the pass-through costs pertain
and whether all pass-
through costs relating to these contracts are reflected in the
adjustment made. If not
all pass-through costs are reflected in the adjustment, tell us
why and how you
distinguish between costs that are reflected in the adjustment
and those that are not.
How the measure is used by and why it is important to you and
investors.
In addition, the current tabular disclosure appears to place undue
prominence on "Net
Revenues" pursuant to the first bullet of the answer to Question
102.10 of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations and Item
10(e)(1)(i)(A) of
Regulation S-K. Please revise your presentation as appropriate.
Liquidity and Capital Resources
Operating Activities, page 40
2. Your analysis of changes in operating cash flows cites earnings after
adding back non-
cash adjustments and changes in working capital in explaining the
change in cash. Note
that citing such items may not provide a sufficient basis to
understand how and why actual
operating cash varied between comparable periods. Please refer to
section IV.B.1 of SEC
Release No. 33-8350 for guidance and revise your disclosure as
appropriate.
Form 8-K Furnished on May 7, 2020
Exhibit 99.1
3. "Adjusted EBITDA" and "adjusted EPS" include an adjustment for
acquisition related
costs for the current period whereas the comparative prior period has
no adjustment for
this. From your disclosures it appears acquisition related costs may
have been incurred in
the prior period. Please tell us how you considered Question 100.02 of
staff''s Non-GAAP
Compliance and Disclosure Interpretations and Rule 100(b) of
Regulation G in your
calculation of these non-GAAP financial measures. Further, disclose
what the acquisition
related costs represent and consist for investors' understanding.
4. It appears undue prominence is given to your non-GAAP financial
measures as follows:
Increases noted in adjusted EBITDA and adjusted earnings per share
without
preceding mention of the comparable GAAP measures in the second
introductory
paragraph; and
Bullet for "Adjusted EBITDA" without preceding bullet for the
comparable GAAP
measure in "Highlights."
Please refer to Item (e)(1)(i)(A) of Regulation S-K and Question
102.10 of the Non-
GAAP Compliance and Disclosure Interpretations and revise your
presentation as
appropriate.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
Edward Codispoti
NV5 Global, Inc.
June 19, 2020
Page 3
action by the staff.
You may contact Stephen Kim at 202-551-3291 or Doug Jones at
202-551-3309 if you
have any questions.
FirstName LastNameEdward Codispoti Sincerely,
Comapany NameNV5 Global, Inc.
Division of Corporation
Finance
June 19, 2020 Page 3 Office of Trade &
Services
FirstName LastName