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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________
FORM 10-Q
_______________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to
Commission File Number 001-35849
_______________________________________________________
NV5 Global, Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________________
Delaware45-3458017
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
200 South Park Road,Suite 350
Hollywood,Florida33021
(Address of principal executive offices)(Zip Code)

(954495-2112
(Registrant’s telephone number, including area code)
_______________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueNVEEThe NASDAQ Stock Market
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes     No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated Filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes    No
As of August 2, 2024, there were 16,280,601 shares outstanding of the registrant’s common stock, $0.01 par value.




NV5 GLOBAL, INC.
INDEX
Page



PART I – FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS.
NV5 Global, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except share data)
June 29, 2024December 30, 2023
Assets
Current assets:  
Cash and cash equivalents$29,355 $44,824 
Billed receivables, net161,894 152,593 
Unbilled receivables, net140,006 113,271 
Prepaid expenses and other current assets22,991 18,376 
Total current assets354,246 329,064 
Property and equipment, net55,675 50,268 
Right-of-use lease assets, net36,135 36,836 
Intangible assets, net237,789 226,702 
Goodwill543,708 524,573 
Deferred income tax assets, net4,744  
Other assets2,086 3,149 
Total assets$1,234,383 $1,170,592 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$61,870 $54,865 
Accrued liabilities44,202 47,423 
Billings in excess of costs and estimated earnings on uncompleted contracts35,441 41,679 
Other current liabilities2,348 2,263 
Current portion of contingent consideration2,436 3,922 
Current portion of notes payable and other obligations8,537 9,267 
Total current liabilities154,834 159,419 
Contingent consideration, less current portion2,328 143 
Other long-term liabilities25,935 26,930 
Notes payable and other obligations, less current portion248,687 205,468 
Deferred income tax liabilities, net 2,837 
Total liabilities431,784 394,797 
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding
  
Common stock, $0.01 par value; 45,000,000 shares authorized, 16,280,601 and 15,895,255 shares issued and outstanding as of June 29, 2024 and December 30, 2023, respectively
163 159 
Additional paid-in capital527,418 508,256 
Accumulated other comprehensive loss (695)(18)
Retained earnings275,713 267,398 
Total stockholders’ equity802,599 775,795 
Total liabilities and stockholders’ equity$1,234,383 $1,170,592 
See accompanying notes to consolidated financial statements (unaudited).
1


NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands, except share data)
Three Months EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Gross revenues$236,326 $222,638 $449,621 $406,955 
Direct costs:
Salaries and wages61,390 57,079 117,845 105,463 
Sub-consultant services37,342 39,690 68,602 67,304 
Other direct costs14,323 15,569 27,074 27,890 
Total direct costs113,055 112,338 213,521 200,657 
Gross profit123,271 110,300 236,100 206,298 
Operating expenses:
Salaries and wages, payroll taxes, and benefits68,110 58,949 133,544 111,621 
General and administrative21,178 11,551 43,420 29,472 
Facilities and facilities related6,035 5,823 11,996 11,197 
Depreciation and amortization16,068 13,539 30,550 24,585 
Total operating expenses111,391 89,862 219,510 176,875 
Income from operations11,880 20,438 16,590 29,423 
Interest expense(4,606)(3,648)(8,797)(5,229)
Income before income tax expense7,274 16,790 7,793 24,194 
Income tax benefit (expense)633 (1,377)522 (2,834)
Net income$7,907 $15,413 $8,315 $21,360 
Earnings per share:
Basic$0.51 $1.03 $0.54 $1.43 
Diluted$0.50 $1.00 $0.53 $1.39 
Weighted average common shares outstanding:
Basic15,362,825 15,014,106 15,314,988 14,948,796 
Diluted15,671,176 15,451,788 15,657,632 15,421,535 
Comprehensive income:
Net income$7,907 $15,413 $8,315 $21,360 
Foreign currency translation losses, net of tax(176)(191)(677)(191)
Comprehensive income$7,731 $15,222 $7,638 $21,169 
See accompanying notes to consolidated financial statements (unaudited).
2


NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands, except share data)
Three Months Ended
Common StockAdditional
Paid-In
Capital
Accumulated Other Comprehensive LossRetained Earnings
SharesAmountTotal
Balance, April 1, 202315,708,193 $157 $490,981 $ $228,732 $719,870 
Stock-based compensation— — 4,359 — — 4,359 
Restricted stock issuance, net182,715 2 (2)— —  
Reclassification of liability-classified awards to equity-classified awards— — 1,697 — — 1,697 
Other comprehensive loss— — — (191)— (191)
Net income— — — — 15,413 15,413 
Balance, July 1, 202315,890,908 $159 $497,035 $(191)$244,145 $741,148 
Balance, March 30, 202415,953,908 $160 $515,833 $(519)$267,806 $783,280 
Stock-based compensation— — 6,460 — — 6,460 
Restricted stock issuance, net297,892 3 (3)— —  
Stock issuance for acquisitions22,777 — 2,099 — — 2,099 
Reclassification of liability-classified awards to equity-classified awards— — 2,429 — — 2,429 
Payment of contingent consideration with common stock6,024 — 600 — — 600 
Other comprehensive loss— — — (176)— (176)
Net income— — — — 7,907 7,907 
Balance, June 29, 202416,280,601 $163 $527,418 $(695)$275,713 $802,599 
See accompanying notes to consolidated financial statements (unaudited).











3


NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
(in thousands, except share data)
Six Months Ended
Common StockAdditional
Paid-In
Capital
Accumulated Other Comprehensive LossRetained Earnings
SharesAmountTotal
Balance, December 31, 202215,523,300 $155 $471,300 $ $222,785 $694,240 
Stock-based compensation— — 9,571 — — 9,571 
Restricted stock issuance, net246,263 3 (3)— —  
Stock issuance for acquisitions121,345 1 14,470 — — 14,471 
Reclassification of liability-classified awards to equity-classified awards— — 1,697 — — 1,697 
Other comprehensive loss— — — (191)— (191)
Net income— — — — 21,360 21,360 
Balance, July 1, 202315,890,908 $159 $497,035 $(191)$244,145 $741,148 
Balance, December 30, 202315,895,255 $159 $508,256 $(18)$267,398 $775,795 
Stock-based compensation— — 12,179 — — 12,179 
Restricted stock issuance, net337,894 4 (4)— —  
Stock issuance for acquisitions41,428 — 3,958 — — 3,958 
Reclassification of liability-classified awards to equity-classified awards— — 2,429 — — 2,429 
Payment of contingent consideration with common stock6,024 — 600 — — 600 
Other comprehensive loss— — — (677)— (677)
Net income— — — — 8,315 8,315 
Balance, June 29, 202416,280,601 $163 $527,418 $(695)$275,713 $802,599 
See accompanying notes to consolidated financial statements (unaudited).
4


NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Six Months Ended
June 29, 2024July 1, 2023
Cash flows from operating activities:
Net income$8,315 $21,360 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization33,635 27,205 
Non-cash lease expense6,401 6,784 
Provision for doubtful accounts723 607 
Stock-based compensation13,988 10,728 
Change in fair value of contingent consideration (7,514)
Gain on disposals of property and equipment(644)(408)
Other204  
Deferred income taxes(7,712)(7,673)
Amortization of debt issuance costs370 365 
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables(4,674)10,882 
Unbilled receivables(25,042)(9,842)
Prepaid expenses and other assets(1,619)(4,691)
Accounts payable4,555 (8,164)
Accrued liabilities and other long-term liabilities(11,507)(5,698)
Billings in excess of costs and estimated earnings on uncompleted contracts(7,384)(7,606)
Contingent consideration(1,455)(1,307)
Other current liabilities88 474 
Net cash provided by operating activities8,242 25,502 
Cash flows from investing activities:
Cash paid for acquisitions (net of cash received from acquisitions)(53,947)(186,242)
Proceeds from sale of assets249 295 
Purchase of property and equipment(8,905)(10,239)
Net cash used in investing activities(62,603)(196,186)
Cash flows from financing activities:
Borrowings from Senior Credit Facility58,000 180,000 
Payments on notes payable and other obligations(5,274)(5,131)
Payments of contingent consideration(1,585)(793)
Payments of borrowings from Senior Credit Facility(12,000)(13,000)
Net cash provided by financing activities39,141 161,076 
Effect of exchange rate changes on cash and cash equivalents(249)(106)
Net decrease in cash and cash equivalents(15,469)(9,714)
Cash and cash equivalents – beginning of period44,824 38,541 
Cash and cash equivalents – end of period$29,355 $28,827 
See accompanying notes to consolidated financial statements (unaudited).

5



NV5 Global, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Six Months Ended
June 29, 2024July 1, 2023
Non-cash investing and financing activities:
Contingent consideration (earn-out)$4,339 $325 
Notes payable and other obligations issued for acquisitions$400 $7,404 
Stock issuance for acquisitions$3,958 $14,471 
Reclassification of liability-classified awards to equity-classified awards$2,429 $1,697 
Finance leases$1,663 $232 
Payment of contingent consideration with common stock$600 $ 
See accompanying notes to consolidated financial statements (unaudited).
6


NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Note 1 – 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, consulting solutions, and software applications to public and private sector clients in the infrastructure, utility services, construction, real estate, environmental, and geospatial 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 servicesCommissioning
LNG servicesBuilding program management
EngineeringEnvironmental health & safety
Civil program managementReal estate transaction services
SurveyingEnergy efficiency & clean energy services
Construction quality assuranceMission critical services
Code compliance consulting3D geospatial data modeling
Forensic servicesEnvironmental & natural resources
Litigation supportRobotic survey solutions
Ecological studiesGeospatial data applications & software
MEP & technology design
Fiscal Year
The Company operates on a "52/53 week" fiscal year ending on the Saturday closest to the calendar quarter end.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain all adjustments necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods presented. Accordingly, these statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 30, 2023 (the “2023 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 2024 fiscal year.
7

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
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 June 29, 2024, the Company had $980,802 of remaining performance obligations, of which $743,872 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 June 29, 2024 the Company performed services and recognized $8,692 and $31,108, respectively, of revenue related to its contract liabilities that existed as of December 30, 2023.

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 applies 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. Subjective and complex judgments are required 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.

8

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
As of August 1, 2023, 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, 2023. Furthermore, there were no indicators, events, or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2023 through June 29, 2024.
Identifiable intangible assets primarily include customer backlog, customer relationships, trade names, non-compete agreements, and developed technology. Amortizable intangible assets are amortized on either a straight-line or sum-of-the-years' digits 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 June 29, 2024. See Note 8, Goodwill and Intangible Assets, for further information on goodwill and identified intangibles.
There have been no material changes in the Company's significant accounting policies described in the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 30, 2023.
Note 3 – Recently Issued Accounting Pronouncements
Recently Adopted Accounting Pronouncements
None.
Accounting Pronouncements Not Yet Adopted
Segment Reporting
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures ("ASU 2023-07"). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of the segment's profit or loss in assessing performance and deciding how to allocate resources. This ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company evaluated the impact of adopting ASU 2023-07 and expects it to result in additional disclosures when adopted.
Income Taxes
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09"). This ASU requires disaggregated information about a reporting entity's effective tax rate reconciliations as well as additional information on income taxes paid. This ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company evaluated the impact of adopting ASU 2023-09 and expects it to result in additional disclosures when adopted.
9

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
SEC Climate Disclosures
In March 2024, the SEC adopted rules to enhance and standardize disclosures related to the impacts and risks of climate-related matters. Under the new rules, an entity will be required to disclose information about climate-related risks that have materially impacted, or are likely to have a material impact, on its business strategy, results of operations, or financial condition. In addition, certain disclosures related to severe weather events, other natural conditions, and material greenhouse gas emissions will be required in the audited financial statements. This guidance is effective prospectively and is effective for annual periods beginning with the year ending December 31, 2025, or in the case of the Company the fiscal year ending January 3, 2026. On April 4, 2024, the SEC announced that it will stay implementation of its final rule pending the results of a legal challenge.
Note 4 – 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 June 29, 2024 and July 1, 2023 exclude 732,856 and 688,377 non-vested restricted shares, respectively. During the three and six months ended June 29, 2024 there were 9,355 and 5,833 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 1, 2023, there were 111,584 and 41,536 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 EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Numerator:
Net income – basic and diluted$7,907 $15,413 $8,315 $21,360 
Denominator:
Basic weighted average shares outstanding15,362,825 15,014,106 15,314,988 14,948,796 
Effect of dilutive non-vested restricted shares and units284,166 413,856 317,026 447,546 
Effect of issuable shares related to acquisitions24,185 23,826 25,618 25,193 
Diluted weighted average shares outstanding15,671,176 15,451,788 15,657,632 15,421,535 
10

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Note 5 Business Acquisitions
2024 Acquisitions
The Company has completed five acquisitions during 2024. The aggregate purchase price for the five acquisitions was $64,300, including $56,427 in cash, $3,534 of the Company's common stock, and potential earn-outs of up to $14,100 payable in cash, which have been recorded at an estimated fair value of $4,339. The cash portions of the purchase prices and other related costs associated with the transactions were partially financed through the Company's amended and restated credit agreement (the "Second A&R Credit Agreement" or "Senior Credit Facility") with Bank of America, N.A. and other lenders party thereto. See Note 10, Notes Payable and Other Obligations, for further detail on the Second A&R Credit Agreement. An option-based model and a probability-weighted approach were used to determine the fair value of the earn-outs, which are generally accepted valuation techniques that embody 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 values of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The 2024 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, prepaid expenses, deferred tax liabilities, and other certain liabilities.
2023 Acquisitions
On April 6, 2023, the Company acquired all of the outstanding equity interests in the Visual Information Solutions commercial geospatial technology and software business ("VIS") from L3Harris. VIS is a provider of subscription-based software solutions for the analysis and management of software applications and Analytics as a Service (AaaS) solutions. The Company acquired VIS for a cash purchase price of $75,371. The purchase price and other related costs associated with the transaction were financed through the Company's Second A&R Credit Agreement. 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 was completed within the one-year measurement period as required by ASC 805.
On February 22, 2023, the Company acquired all of the outstanding equity interests in Continental Mapping Acquisition Corp. and its subsidiaries, including Axim Geospatial, LLC (collectively "Axim"), a provider of comprehensive geospatial services and solutions addressing critical mission requirements for customers across the defense and intelligence and state and local government sectors. The aggregate purchase price of the acquisition was $139,569, including $119,736 in cash, a $6,333 promissory note, and $13,500 of the Company's common stock. The cash portion of the purchase price and other related costs associated with the transaction were financed through the Company's Second A&R Credit Agreement. 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 was completed within the one-year measurement period as required by ASC 805.
The Company completed five other acquisitions during 2023. The aggregate purchase price for the five acquisitions was $9,477, including $8,000 in cash, $867 of the Company's common stock, and a potential earn-out of up to $640 payable in cash, which has been recorded at an estimated fair value of $610. A probability-weighted approach was used to determine the fair value of the earn-out, which is a generally accepted valuation technique that embodies all significant assumption types. 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 2023 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 deferred tax liabilities.
11

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
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 June 29, 2024 and the fiscal year ended December 30, 2023:
20242023
TotalVISAximOtherTotal
Cash$2,080 $7,027 $5,419 $1,316 $13,762 
Billed and unbilled receivables, net7,043 5,042 13,937 1,609 20,588 
Right-of-use assets2,583 2,162 1,643 552 4,357 
Property and equipment1,762 118 2,870 38 3,026 
Prepaid expenses1,093 1,503 1,180 17 2,700 
Other assets46  156 2 158 
Intangible assets:
Customer relationships28,761 35,626 53,518 2,526 91,670 
Trade name956 3,025 2,266 210 5,501 
Customer backlog4,300 894 3,862 943 5,699 
Developed technology 4,024 2,185  6,209 
Non-compete2,756 26 580 254 860 
Total Assets$51,380 $59,447 $87,616 $7,467 $154,530 
Liabilities(5,995)(16,689)(13,668)(2,297)(32,654)
Deferred tax liabilities(131)(8,728)(12,428)(496)(21,652)
Net assets acquired$45,254 $34,030 $61,520 $4,674 $100,224 
Consideration paid (Cash, Notes and/or stock)$59,961 $75,371 $139,569 $8,867 $223,807 
Contingent earn-out liability (Cash and stock)4,339   610 610 
Total Consideration$64,300 $75,371 $139,569 $9,477 $224,417 
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)$19,046 $41,341 $78,049 $4,803 $124,193 
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 June 29, 2024 and July 1, 2023.
Three Months EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Gross revenues$10,975 $29,589 $16,613 $37,064 
Income before income taxes$3,572 $4,904 $5,648 $5,631 
General and administrative expenses for the three and six months ended June 29, 2024 and July 1, 2023 include acquisition-related costs pertaining to the Company's acquisition activities. Acquisition-related costs were not material to the Company's consolidated financial statements.
12

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
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 June 29, 2024 and July 1, 2023 as if the fiscal 2024 and 2023 acquisitions had occurred at the beginning of fiscal year 2023. The pro forma information provided below is compiled from pre-acquisition financial information and includes pro forma adjustments for amortization expense of intangible assets to reflect the fair value of identified assets acquired, to record the effects of financing from the Company's Senior Credit Facility, to record the effects of promissory notes issued, adjustments to other certain expenses, and to record 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 2023 or (ii) future results of operations:
Three Months EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Gross revenues$236,824 $235,354 $456,677 $453,766 
Net income$8,015 $14,818 $9,292 $19,196 
Basic earnings per share$0.52 $0.98 $0.61 $1.28 
Diluted earnings per share$0.51 $0.96 $0.59 $1.24 
Note 6 Billed and Unbilled Receivables
Billed and unbilled receivables consists of the following:
June 29, 2024December 30, 2023
Billed receivables$165,446 $155,988 
Less: allowance for doubtful accounts(3,552)(3,395)
Billed receivables, net$161,894 $152,593 
Unbilled receivables$142,344 $115,545 
Less: allowance for doubtful accounts(2,338)(2,274)
Unbilled receivables, net$140,006 $113,271 

Note 7 Property and Equipment, net
Property and equipment, net, consists of the following:
June 29, 2024December 30, 2023
Office furniture and equipment$4,165 $3,487 
Computer equipment35,242 31,999 
Survey and field equipment71,177 62,553 
Leasehold improvements7,284 6,881 
Total117,868 104,920 
Less: accumulated depreciation(62,193)(54,652)
Property and equipment, net$55,675 $50,268 
Depreciation expense was $4,025 and $7,948 for the three and six months ended June 29, 2024, respectively, of which $1,524 and $3,085 was included in other direct costs. Depreciation expense was $3,605 and $6,871 for the three and six months ended July 1, 2023, respectively, of which $1,366 and $2,620 was included in other direct costs.
13

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Note 8 Goodwill and Intangible Assets
Goodwill
The changes in the carrying value by reportable segment for the six months ended June 29, 2024 were as follows:
Six Months Ended
December 30, 20232024 AcquisitionsAdjustmentsForeign Currency Translation of non-USD functional currency goodwillJune 29, 2024
INF$91,658 $13,317 $ $ $104,975 
BTS115,945 2,849  (60)118,734 
GEO316,970 2,880 517 (368)319,999 
Total$524,573 $19,046 $517 $(428)$543,708 
Goodwill of $13,566 from acquisitions completed during the six months ended June 29, 2024 is expected to be deductible for income tax purposes. During the six months ended June 29, 2024, the Company recorded purchase price adjustments of $517 that increased goodwill related to 2023 acquisitions.
Intangible Assets
Intangible assets, net, as of June 29, 2024 and December 30, 2023 consist of the following:
June 29, 2024December 30, 2023
Gross
Carrying
Amount
Accumulated AmortizationNet
Amount
Gross
Carrying
Amount
Accumulated AmortizationNet
Amount
Finite-lived intangible assets:
Customer relationships(1)
$343,423 $(133,828)$209,595 $314,662 $(116,086)$198,576 
Trade name(2)
23,340 (19,534)3,806 22,384 (18,327)4,057 
Customer backlog(3)
39,416 (35,608)3,808 35,116 (32,681)2,435 
Non-compete(4)
17,745 (13,624)4,121 14,987 (12,690)2,297 
Developed technology(5)
39,153 (22,694)16,459 39,153 (19,816)19,337 
Total finite-lived intangible assets$463,077 $(225,288)$237,789 $426,302 $(199,600)$226,702 

(1) Amortized on a straight-line or sum-of-the-years' digits basis over estimated lives (2 to 17 years)
(2) Amortized on a straight-line basis over their estimated lives (1 to 5 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 (1 to 5 years)
(5) Amortized on a straight-line basis over their estimated lives (5 to 10 years)
The identifiable intangible assets acquired during the six months ended June 29, 2024 consist of customer relationships, trade name, customer backlog, and non-competes with weighted average lives of 10.9 years, 1.9 years, 1.0 year, and 3.9 years, respectively. Amortization expense was $13,567 and $25,687 during the three and six months ended June 29, 2024, respectively, and $11,300 and $20,334 during the three and six months ended July 1, 2023, respectively.
14

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Note 9 Accrued Liabilities
Accrued liabilities consist of the following:
June 29, 2024December 30, 2023
Current portion of lease liability$13,952 $13,972 
Accrued vacation6,556 7,295 
Payroll and related taxes9,343 8,782 
Benefits3,666 5,433 
Accrued operating expenses8,136 8,701 
Other2,549 3,240 
Total$44,202 $47,423 


Note 10 Notes Payable and Other Obligations
Notes payable and other obligations consists of the following:
June 29, 2024December 30, 2023
Senior credit facility$241,750 $195,750 
Uncollateralized promissory notes10,798 15,303 
Finance leases5,302 4,408 
Other obligations918 1,188 
Debt issuance costs, net of amortization(1,544)(1,914)
Total notes payable and other obligations257,224 214,735 
Current portion of notes payable and other obligations8,537 9,267 
Notes payable and other obligations, less current portion$248,687 $205,468 
As of June 29, 2024 and December 30, 2023, 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" or "Senior Credit Facility"), 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 June 29, 2024 and December 30, 2023, the outstanding balance on the Second A&R Credit Agreement was $241,750 and $195,750, respectively.
15

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
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 either Term SOFR (Secured Overnight Financing Rate) or Daily Simple SOFR, plus in each case 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 June 29, 2024, the Company's interest rate was 6.7%.
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 June 29, 2024, 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 June 29, 2024, respectively, and $171 and $365 during the three and six months ended July 1, 2023, respectively.
Other Obligations
The Company has aggregate obligations related to acquisitions of $11,716 and $16,491 as of June 29, 2024 and December 30, 2023, respectively. As of June 29, 2024, the Company's weighted average interest rate on other outstanding obligations was 3.6%.
Note 11 Contingent Consideration
The following table summarizes the changes in the carrying value of estimated contingent consideration:
June 29, 2024December 30, 2023
Contingent consideration, beginning of the year$4,065 $15,335 
Additions for acquisitions4,339 610 
Reduction of liability for payments made(3,640)(2,600)
Decrease of liability related to re-measurement of fair value (9,280)
Total contingent consideration, end of the period4,764 4,065 
Current portion of contingent consideration2,436 3,922 
Contingent consideration, less current portion$2,328 $143 
16

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Note 12 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.
Note 13 Stock-Based Compensation
In June 2023, the Company's stockholders approved the NV5 Global, Inc. 2023 Equity Incentive Plan (the "2023 Equity Plan"). The 2023 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 June 29, 2024, 1,808,924 shares of common stock are authorized, reserved, and registered for issuance under the 2023 Equity Plan. The restricted shares of common stock granted generally provide for service-based cliff vesting after two to four years following the grant date.
The following summarizes the activity of restricted stock awards during the six months ended June 29, 2024:
Number of Unvested Restricted Shares of Common Stock and Restricted Stock UnitsWeighted Average
Grant Date Fair
Value
December 30, 2023676,760$104.63 
Granted349,702$95.13 
Vested(195,471)$90.52 
Forfeited(14,808)$99.77 
June 29, 2024816,183$104.02 
Stock-based compensation expense relating to restricted stock awards during the three and six months ended June 29, 2024 was $7,322 and $13,988, respectively, and $4,902 and $10,728 during the three and six months ended July 1, 2023, respectively. Stock-based compensation expense during the three and six months ended June 29, 2024 includes $862 and $1,809, respectively, of expense related to the Company's liability-classified awards. Stock-based compensation expense during the three and six months ended July 1, 2023 includes $543 and $1,157, respectively, of expense related to the Company's liability-classified awards. The total estimated amount of the liability-classified awards for fiscal 2024 is approximately $8,678. Approximately $51,368 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 2 years, is unrecognized at June 29, 2024. The total fair value of restricted shares vested during the six months ended June 29, 2024 and July 1, 2023 was $18,653 and $20,851, respectively.
Note 14 Income Taxes
As of June 29, 2024 the Company had net deferred income tax assets of $4,744. As of December 30, 2023, the Company had net deferred income tax liabilities of $2,837. The change from net deferred income tax liabilities to net deferred income tax assets is primarily due to the capitalization of research and development costs under Section 174 of the Internal Revenue Code and the amortization of intangible assets.
The Company's effective income tax rate was (8.7%) and (6.7%) during the three and six months ended June 29, 2024, respectively, and 8.2% and 11.7% during the three and six months ended July 1, 2023, respectively. The difference between the effective income tax rate and the combined statutory federal and state income tax rate was primarily due to an increase in federal
17

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
tax credits and a decrease in the recognition of excess tax benefits from stock-based payments in the first half of fiscal 2024 as compared to the first half of fiscal 2023.
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 2012 through 2014 are considered open tax years in the State of California. Fiscal years 2020 through 2023 are considered open tax years in the U.S. federal jurisdiction, state jurisdictions, including the State of California, and foreign jurisdictions. It is not expected that there will be a significant change in the unrecognized tax benefits within the next 12 months.
In 2021, the Organization for Economic Co-operation and Development (“OECD”) released Pillar Two Global Anti-Base Erosion model rules, designed to ensure large corporations are taxed at a minimum rate of 15% in all countries of operation. The United States has not yet enacted legislation implementing the Pillar Two rules, however, they have been enacted or substantively enacted in certain jurisdictions in which the Company operates. The Company is continuing to assess the Pillar Two rules, however, based on the legislation enacted at this stage, the impact of Pillar Two is not expected to be material.
Note 15 Reportable Segments
The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting” (“Topic No. 280”). The Company is organized into three operating and reportable segments: Infrastructure ("INF"), which includes the Company's engineering, civil program management, utility services, and construction quality assurance practices; Building, Technology & Sciences ("BTS"), which includes the Company's environmental health sciences, clean energy consulting, buildings and program management, and MEP & technology design practices; and Geospatial Solutions ("GEO"), which includes the Company's geospatial solution practices.
The Company's chief operating decision maker ("CODM") group is comprised of the Company's Executive Chairman and Co-Chief Executive Officers. The Company identified changes to the CODM group effective March 1, 2024 when Dickerson Wright transitioned from his role as Chief Executive Officer to Executive Chairman of the Company, and Alexander Hockman and Benjamin Heraud were appointed Co-Chief Executive Officers. There was no change in the Company's operating or reportable segments as a result of the change in CODM.
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 EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Gross revenues
INF$100,845 $96,728 $191,096 $184,938 
BTS63,607 54,032 123,582 106,878 
GEO71,874 71,878 134,943 115,139 
Total gross revenues$236,326 $222,638 $449,621 $406,955 
Segment income before taxes
INF$17,080 $16,745 $32,121 $33,726 
BTS10,382 8,113 20,482 16,531 
GEO16,790 14,814 27,503 21,835 
Total Segment income before taxes44,252 39,672 80,106 72,092 
Corporate(1)
(36,978)(22,882)(72,313)(47,898)
Total income before taxes$7,274 $16,790 $7,793 $24,194 
(1) Includes amortization of intangibles of $13,567 and $25,687 for the three and six months ended June 29, 2024, respectively, and $11,300 and $20,334 during the three and six months ended July 1, 2023, respectively.
18

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
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 June 29, 2024Six Months Ended June 29, 2024
INFBTSGEOTotalINFBTSGEOTotal
United States$100,845 $48,606 $67,976 $217,427 $191,096 $95,979 $127,243 $414,318 
Foreign 15,001 3,898 18,899  27,603 7,700 35,303 
Total gross revenues$100,845 $63,607 $71,874 $236,326 $191,096 $123,582 $134,943 $449,621 
Three Months Ended July 1, 2023Six Months Ended July 1, 2023
INFBTSGEOTotalINFBTSGEOTotal
United States$96,728 $46,560 $68,218 $211,506 $184,938 $90,946 $110,442 $386,326 
Foreign 7,472 3,660 11,132  15,932 4,697 20,629 
Total gross revenues$96,728 $54,032 $71,878 $222,638 $184,938 $106,878 $115,139 $406,955 

Gross revenue by customer were as follows:
Three Months Ended June 29, 2024Six Months Ended June 29, 2024
INFBTSGEOTotalINFBTSGEOTotal
Public and quasi-public sector$75,628 $14,806 $59,798 $150,232 $142,519 $29,865 $110,616 $283,000 
Private sector25,217 48,801 12,076 86,094 48,577 93,717 24,327 166,621 
Total gross revenues$100,845 $63,607 $71,874 $236,326 $191,096 $123,582 $134,943 $449,621 
Three Months Ended July 1, 2023Six Months Ended July 1, 2023
INFBTSGEOTotalINFBTSGEOTotal
Public and quasi-public sector$77,332 $15,998 $61,641 $154,971 $147,062 $33,945 $97,409 $278,416 
Private sector19,396 38,034 10,237 67,667 37,876 72,933 17,730 128,539 
Total gross revenues$96,728 $54,032 $71,878 $222,638 $184,938 $106,878 $115,139 $406,955 

Gross revenues by contract type were as follows:
Three Months Ended June 29, 2024Six Months Ended June 29, 2024
INFBTSGEOTotalINFBTSGEOTotal
Cost-reimbursable contracts$96,738 $46,778 $68,599 $212,115 $183,167 $92,511 $130,100 $405,778 
Fixed-unit price contracts4,107 16,829 3,275 24,211 7,929 31,071 4,843 43,843 
Total gross revenues$100,845 $63,607 $71,874 $236,326 $191,096 $123,582 $134,943 $449,621 
Three Months Ended July 1, 2023Six Months Ended July 1, 2023
INFBTSGEOTotalINFBTSGEOTotal
Cost-reimbursable contracts$93,185 $38,670 $70,274 $202,129 $177,042 $79,294 $113,501 $369,837 
Fixed-unit price contracts3,543 15,362 1,604 20,509 7,896 27,584 1,638 37,118 
Total gross revenues$96,728 $54,032 $71,878 $222,638 $184,938 $106,878 $115,139 $406,955 
19

NV5 Global, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(in thousands, except share data)
Note 16 – Stockholders' Equity
Accumulated Other Comprehensive Loss
The Company's accumulated other comprehensive loss consists of foreign currency translation adjustments related to the Company's foreign operations with functional currency other than the U.S. dollar. The after-tax changes in accumulated other comprehensive loss by component were as follows:
Accumulated Other Comprehensive Loss
Foreign currency translation adjustments balance, December 30, 2023$(18)
Other comprehensive loss(677)
Foreign currency translation adjustments balance, June 29, 2024$(695)


20


ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of the financial condition and results of operations of NV5 Global, Inc. and its subsidiaries (collectively, the “Company,” “we,” “our,” “us,” or “NV5 Global”) should be read in conjunction with the financial statements included elsewhere in this Quarterly Report and the audited financial statements for the year ended December 30, 2023, included in our Annual Report on Form 10-K. This Quarterly Report contains, in addition to unaudited historical information, forward-looking statements, which involve risk and uncertainties. The words “believe,” “expect,” “estimate,” “may,” “will,” “could,” “plan,” or “continue,” and similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those anticipated in such forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, those discussed under the headings “Risk Factors” in our Annual Report on Form 10-K for the year ended December 30, 2023 and this Quarterly Report on Form 10-Q, if any. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to (and we expressly disclaim any obligation to) revise or update any forward-looking statement, whether as a result of new information, subsequent events, or otherwise (except as may be required by law), in order to reflect any event or circumstance which may arise after the date of this Quarterly Report on Form 10-Q. Amounts presented are in thousands, except per share data.
Overview
We are a provider of technology, conformity assessment, consulting solutions, and software applications to public and private sector clients. We focus on the infrastructure, utility services, construction, real estate, environmental, and geospatial markets. Our primary clients include U.S. Federal, state, municipal, and local government agencies, and military and defense clients. We also serve quasi-public and private sector clients from the education, healthcare, utility services, and public utilities, including schools, universities, hospitals, health care providers, and insurance providers.
Fiscal Year
We operate on a "52/53 week" fiscal year ending on the Saturday closest to the calendar quarter end.
Recent Acquisitions
We have completed five acquisitions during 2024. The aggregate purchase price for the five acquisitions was $64,300, including $56,427 in cash, $3,534 of our common stock, and potential earn-outs of up to $14,100 payable in cash, which were recorded at an estimated fair value of $4,339. The cash portions of the purchase prices and other related costs associated with the transactions were partially financed through the Company's amended and restated credit agreement (the "Second A&R Credit Agreement" or "Senior Credit Facility") with Bank of America, N.A. and other lenders party thereto. See Note 10, Notes Payable and Other Obligations, of the Notes to the Consolidated Financial Statements included elsewhere herein for further detail on the Second A&R Credit Agreement. An option-based model and a probability-weighted approach were used to determine the fair value of the earn-outs, which are generally accepted valuation techniques that embody all significant assumption types. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, we engaged an independent third-party valuation specialist to assist in the determination of fair values. The final determination of the fair values of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The 2024 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, prepaid expenses, deferred tax liabilities, and other certain liabilities.
Segments
Our operations are organized into three operating and reportable segments:
Infrastructure ("INF") – includes our engineering, civil program management, utility services, and construction quality assurance practices;
Building, Technology & Sciences ("BTS") includes our environmental health sciences, clean energy consulting, buildings and program management, and MEP & technology design practices; and
Geospatial Solutions ("GEO") includes our geospatial solution practices.

For additional information regarding our reportable segments, see Note 15, Reportable Segments, of the Notes to Consolidated Financial Statements included elsewhere herein.
21


Critical Accounting Policies and Estimates
For a discussion of our critical accounting estimates, see Management’s Discussion and Analysis of Financial Condition and Results of Operations that is included in the 2023 Form 10-K.
Results of Operations
Consolidated Results of Operations
The following table represents our condensed results of operations for the periods indicated (dollars in thousands):
Three Months EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Gross revenues$236,326 $222,638 $449,621 $406,955 
Direct costs113,055 112,338 213,521 200,657 
Gross profit123,271 110,300 236,100 206,298 
Operating expenses111,391 89,862 219,510 176,875 
Income from operations11,880 20,438 16,590 29,423 
Interest expense(4,606)(3,648)(8,797)(5,229)
Income tax benefit (expense)633 (1,377)522 (2,834)
Net income$7,907 $15,413 $8,315 $21,360 
Three Months Ended June 29, 2024 Compared to the Three Months Ended July 1, 2023
Gross Revenues 
Our consolidated gross revenues increased by $13,688, or 6.1%, for the three months ended June 29, 2024 compared to the three months ended July 1, 2023. The increase in gross revenues was primarily due to incremental gross revenues from acquisitions of $13,864 completed since the second quarter of 2023 and organic increases in our international engineering and consulting services of $3,297 and infrastructure services of $2,697. These increases were partially offset by decreases in our liquefied natural gas ("LNG") business of $5,215 driven by project cycles and our power delivery and utility services of $1,209.
Gross Profit
As a percentage of gross revenues, our gross profit margin was 52.2% and 49.5% for the three months ended June 29, 2024 and July 1, 2023, respectively. As a percentage of gross revenues, sub-consultant services and other direct costs decreased 2% and 1%, respectively. These decreases were partially offset by an increase in direct salaries and wages as a percentage of gross revenues of 0.3%. The decrease in sub-consultant services as a percentage of gross revenues was primarily driven by an increased proportion of infrastructure services that utilizes less sub-consultant services, a decrease in the proportion of our LNG business, and a mix of business in our geospatial solutions business requiring a lower level of sub-consultant services. The decrease in other direct costs as a percentage of gross revenues was primarily driven by a decrease in the proportion of our LNG business.
Operating expenses 
Our operating expenses increased $21,529, or 24.0%, for the three months ended June 29, 2024 compared to the three months ended July 1, 2023. The increase in operating expenses primarily resulted from increased general and administrative expenses of $9,627, payroll costs of $9,161, and amortization expenses of $2,267. The increase in general and administrative expenses was primarily due to earn-out fair value adjustments of $6,655 that occurred during the three months ended July 1, 2023 that decreased the contingent consideration liability related to acquisitions, incremental expenses from acquisitions of $1,121, and an increase in information technology costs of $741. The increase in payroll costs was primarily driven by an increase in employees as compared to the prior year period driven by our 2023 and 2024 acquisitions. The increase in amortization expense was driven by acquisitions.
Interest Expense
Our interest expense increased $958 for the three months ended June 29, 2024 compared to the three months ended July 1, 2023. The increase in interest expense resulted from a higher weighted average interest rate and an increase in our Senior Credit Facility indebtedness.
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Income taxes
Our effective income tax rate was (8.7%) and 8.2% for the three months ended June 29, 2024 and July 1, 2023, respectively. The decrease in the effective income tax rate was primarily the result of an increase in federal tax credits, partially offset by a decrease in excess tax benefits from stock-based payments in the second quarter of 2024.
Net income
Our net income decreased $7,506, or 48.7%, for the three months ended June 29, 2024 compared to the three months ended July 1, 2023. The decrease was primarily a result of increases in general and administrative expenses of $9,627, payroll costs of $9,161, amortization expenses of $2,267, and interest expense of $958, partially offset by an increase in gross profit of $12,971.
Six Months Ended June 29, 2024 Compared to the Six Months Ended July 1, 2023
Gross Revenues 
Our consolidated gross revenues increased by $42,666, or 10.5%, for the six months ended June 29, 2024 compared to the six months ended July 1, 2023. The increase in gross revenues was primarily due to incremental gross revenues from acquisitions of $37,605 completed since the beginning of fiscal 2023 and organic increases in our infrastructure services of $5,286, geospatial solutions business of $5,239, international engineering and consulting services of $4,836, civil program management services of $2,855, and real estate transaction services of $1,830. These increases were partially offset by decreases in our LNG business of $9,086 driven by project cycles and our power delivery and utility services of $3,674.
Gross Profit
As a percentage of gross revenues, our gross profit margin was 52.5% and 50.7% for the six months ended June 29, 2024 and July 1, 2023, respectively. As a percentage of gross revenues, sub-consultant services and other direct costs decreased 1.3% and 0.8%, respectively. These decreases were partially offset by an increase in direct salaries and wages as a percentage of gross revenues of 0.3%. The decrease in sub-consultant services as a percentage of gross revenues was primarily driven by an increased proportion of infrastructure services that utilizes less sub-consultant services, a decrease in the proportion of our LNG business, and a mix of business in our geospatial solutions business requiring a lower level of sub-consultant services. The decrease in other direct costs as a percentage of gross revenues was primarily driven by a decrease in the proportion of our LNG business.
Operating expenses 
Our operating expenses increased $42,635, or 24.1%, for the six months ended June 29, 2024 compared to the six months ended July 1, 2023. The increase in operating expenses primarily resulted from increased payroll costs of $21,923, general and administrative expenses of $13,948, and amortization expenses of $5,353. The increase in payroll costs was primarily driven by an increase in employees as compared to the prior year period driven by our 2023 and 2024 acquisitions. The increase in general and administrative expenses was primarily due to earn-out fair value adjustments of $7,514 that occurred during the six months ended July 1, 2023 that decreased the contingent consideration liability related to acquisitions, incremental expenses from acquisitions of $4,011, and an increase in information technology costs of $1,426. The increase in amortization expense was driven by acquisitions.
Interest Expense
Our interest expense increased $3,568 for the six months ended June 29, 2024 compared to the six months ended July 1, 2023. The increase in interest expense resulted from a higher weighted average interest rate and an increase in our Senior Credit Facility indebtedness.
Income taxes
Our effective income tax rate was (6.7%) and 11.7% for the six months ended June 29, 2024 and six months ended July 1, 2023, respectively. The decrease in the effective income tax rate was primarily the result of an increase in federal tax credits, partially offset by a decrease in excess tax benefits from stock-based payments in the second quarter of 2024.
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Net income
Our net income decreased $13,045, or 61.1%, for the six months ended June 29, 2024 compared to the six months ended July 1, 2023. The decrease was primarily a result of increases in payroll costs of $21,923, general and administrative expenses of $13,948, amortization expenses of $5,353, and interest expense of $3,568, partially offset by an increase in gross profit of $29,802.
Segment Results of Operations
The following tables set forth summarized financial information concerning our reportable segments (dollars in thousands):
Three Months EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Gross revenues
INF$100,845 $96,728 $191,096 $184,938 
BTS63,607 54,032 123,582 106,878 
GEO71,874 71,878 134,943 115,139 
Total gross revenues$236,326 $222,638 $449,621 $406,955 
Segment income before taxes
INF$17,080 $16,745 $32,121 $33,726 
BTS$10,382 $8,113 $20,482 $16,531 
GEO$16,790 $14,814 $27,503 $21,835 
For additional information regarding our reportable segments, see Note 15, Reportable Segments, of the Notes to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Three Months Ended June 29, 2024 Compared to Three Months Ended July 1, 2023
INF Segment
Our gross revenues from INF increased $4,117, or 4.3%, during the three months ended June 29, 2024 compared to the three months ended July 1, 2023. The increase in gross revenues was primarily due to incremental gross revenues of $7,568 from acquisitions completed since the second quarter of 2023 and organic increases in our infrastructure services of $2,697 and civil program management services of $1,482. These increases were partially offset by decreases in our LNG business of $5,215 driven by project cycles and in our power delivery and utility services of $1,209.
Segment income before taxes from INF increased $335, or 2.0%, during the three months ended June 29, 2024 compared to the three months ended July 1, 2023. The increase was primarily due to increased gross revenues, partially offset by lower margins driven by our LNG business.
BTS Segment
Our gross revenues from BTS increased $9,575, or 17.7%, during the three months ended June 29, 2024 compared to the three months ended July 1, 2023. The increase in gross revenues was primarily due to incremental gross revenues of $5,330 from acquisitions completed since the second quarter of 2023 and organic increases in our international engineering and consulting services of $3,297.
Segment income before taxes from BTS increased $2,269, or 28.0% during the three months ended June 29, 2024 compared to the three months ended July 1, 2023. The increase was primarily due to increased gross revenues.
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GEO Segment
Our gross revenues from GEO decreased $4 during the three months ended June 29, 2024 compared to the three months ended July 1, 2023.
Segment income before taxes from GEO increased $1,976, or 13.3%, during the three months ended June 29, 2024 compared to the three months ended July 1, 2023. The increase was due to increased margins driven by the mix of business requiring a lower level of sub-consultant services, partially offset by a decrease in revenue.
Six Months Ended June 29, 2024 Compared to Six Months Ended July 1, 2023
INF Segment
Our gross revenues from INF increased $6,158, or 3.3%, during the six months ended June 29, 2024 compared to the six months ended July 1, 2023. The increase in gross revenues was primarily due to incremental gross revenues of $13,228 from acquisitions completed since the beginning of fiscal 2023 and organic increases in our infrastructure services of $5,286 and civil program management services of $2,855. These increases were partially offset by decreases in our LNG business of $9,086 driven by project cycles and in our power delivery and utility services of $3,674.
Segment income before taxes from INF decreased $1,605, or 4.8%, during the six months ended June 29, 2024 compared to the six months ended July 1, 2023. The decrease was primarily due to decreased margins driven by our LNG business, partially offset by increased gross revenues.
BTS Segment
Our gross revenues from BTS increased $16,704, or 15.6%, during the six months ended June 29, 2024 compared to the six months ended July 1, 2023. The increase in gross revenues was primarily due to incremental gross revenues of $9,812 from acquisitions completed since the beginning of fiscal 2023 and organic increases in our international engineering and consulting services of $4,836 and real estate transactional services of $1,830.
Segment income before taxes from BTS increased $3,951, or 23.9% during the six months ended June 29, 2024 compared to the six months ended July 1, 2023. The increase was primarily due to increased gross revenues.
GEO Segment
Our gross revenues from GEO increased $19,804, or 17.2%, during the six months ended June 29, 2024 compared to the six months ended July 1, 2023. The increase in gross revenues was primarily due to incremental revenue of $14,565 from acquisitions completed since the beginning of fiscal 2023 and organic increases in our geospatial solution services of $5,239.
Segment income before taxes from GEO increased $5,668, or 26.0%, during the six months ended June 29, 2024 compared to the six months ended July 1, 2023. The increase was primarily due to increased gross revenues.
Liquidity and Capital Resources
Our principal sources of liquidity are our cash and cash equivalents balances, cash flows from operations, borrowing capacity under our Senior Credit Facility, and access to financial markets. Our principal uses of cash are operating expenses, working capital requirements, capital expenditures, repayment of debt, and acquisition expenditures. We believe our sources of liquidity, including cash flows from operations, existing cash and cash equivalents and borrowing capacity under our Senior Credit Facility will be sufficient to meet our projected cash requirements for at least the next twelve months. We will monitor our capital requirements thereafter to ensure our needs are in line with available capital resources and believe that there are no significant cash requirements currently known to us and affecting our business that cannot be met from our reasonably expected future operating cash flows, including upon the maturity of the Senior Credit Facility in 2026.
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Operating activities
Net cash provided by operating activities was $8,242 for the six months ended June 29, 2024, compared to $25,502 during the six months ended July 1, 2023. The decrease was a result of decreases in net income and increases in working capital. The changes in our working capital that contributed to decreased cash flows from operations were primarily a result of increases in billed receivables of $15,556, increases in unbilled receivables of $15,200, and decreases in accrued liabilities and other-long term liabilities of $5,809, partially offset by increases in accounts payable of $12,719. The increases in billed and unbilled receivables were primarily due to timing of project billing cycles. The decreases in accrued liabilities and other long-term liabilities were primarily due to decreases in accrued operating expenses of $2,883 and accrued vacation of $1,556. The increase in accounts payable was primarily related to timing of payments.
Investing activities
During the six months ended June 29, 2024 and July 1, 2023, net cash used in investing activities totaled $62,603 and $196,186, respectively. The decrease in cash used in investing activities was primarily a result of decreased cash paid for acquisitions of $132,295.
Financing activities
Net cash flows provided by financing activities totaled $39,141 during the six months ended June 29, 2024 compared to $161,076 during the six months ended July 1, 2023. The decrease in cash provided by financing activities was primarily a result of decreased borrowings on our Senior Credit Facility of $122,000 during the six months ended June 29, 2024.
Financing
Senior Credit Facility
On August 13, 2021 (the "Closing Date"), we amended and restated our Credit Agreement (the "Second A&R Credit Agreement" or "Senior Credit Facility"), 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 our 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 our assets. The Second A&R Credit Agreement also includes an accordion feature permitting us 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 June 29, 2024 and December 30, 2023, the outstanding balance on the Second A&R Credit Agreement was $241,750 and $195,750, respectively.
Borrowings under the Second A&R Credit Agreement bear interest at variable rates which are, at our option, tied to a Eurocurrency rate equal either Term SOFR (Secured Overnight Financing Rate) or Daily Simple SOFR, plus in each case an applicable margin, or a base rate denominated in U.S. dollars. Interest rates remain subject to change based on our consolidated leverage ratio. As of June 29, 2024 our interest rate was 6.7%.
The Second A&R Credit Agreement contains financial covenants that require us to maintain a consolidated net leverage ratio (the ratio of our pro forma consolidated net funded indebtedness to our 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 us 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 June 29, 2024, we were in compliance with the financial covenants.
The Second A&R Credit Agreement contains covenants that may have the effect of limiting our 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 our covenants or warranties under the Second A&R Credit Agreement, payment default or acceleration of certain indebtedness, certain events of
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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 June 29, 2024 and July 1, 2023, respectively.
Other Obligations
We have aggregate obligations related to acquisitions of $3,915, $3,849, and $3,952 due in the remainder of fiscal 2024, 2025, and 2026, respectively. As of June 29, 2024, our weighted average interest rate on other outstanding obligations was 3.6%.
Recently Issued Accounting Pronouncements
For information on recently issued accounting pronouncements, see Note 3, Recently Issued Accounting Pronouncements, of the Notes to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Cautionary Statement about Forward-Looking Statements
Our disclosure and analysis in this Quarterly Report on Form 10-Q, contain “forward-looking” statements within the meaning of Section 27A of the Securities Act Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. From time to time, we also provide forward-looking statements in other materials we release to the public, as well as oral forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding our “expectations,” “hopes,” “beliefs,” “intentions,” or “strategies” regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “estimate,” “predict,” “project,” “may,” “might,” “should,” “would,” “will,” “likely,” “will likely result,” “continue,” “could,” “future,” “plan,” “possible,” “potential,” “target,” “forecast,” “goal,” “observe,” “seek,” “strategy” and other words and terms of similar meaning, but the absence of these words does not mean that a statement is not forward looking. The forward-looking statements in this Quarterly Report on Form 10-Q reflect the Company’s current views with respect to future events and financial performance.
Forward-looking statements are not historical factors and should not be read as a guarantee or assurance of future performance or results, and will not necessarily be accurate indications of the times at, or by, or if such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made or management’s good faith beliefs, expectations and assumptions as of that time with respect to future events. Because forward-looking statements relate to the future, they are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:
our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals,
changes in demand from the local and state government and private clients that we serve,
any material outbreak or material escalation of international hostilities, including developments in the conflict involving Russia and the Ukraine or the war involving Israel and Hamas, and the economic consequences of related events such as the imposition of economic sanctions and resulting market volatility,
changes in general domestic and international economic conditions such as inflation rates, interest rates, tax rates, higher labor and healthcare costs, recessions, and changing government policies, laws and regulations, including those relating to energy efficiency,
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the U.S. government and other governmental and quasi-governmental budgetary and funding approval process,
our ability to successfully execute our mergers and acquisitions strategy, including the integration of new companies into our business,
the possibility that our contracts may be terminated by our clients,
our ability to win new contracts and renew existing contracts,
competitive pressures and trends in our industry and our ability to successfully compete with our competitors,
our dependence on a limited number of clients,
our ability to complete projects timely, in accordance with our customers’ expectations, or profitability,
our ability to successfully manage our growth strategy,
our ability to raise capital in the future,
the credit and collection risks associated with our clients,
our ability to comply with procurement laws and regulations,
weather conditions and seasonal revenue fluctuations may adversely impact our financial results,
the enactment of legislation that could limit the ability of local, state and federal agencies to contract for our privatized services,
our ability to complete our backlog of uncompleted projects as currently projected,
the risk of employee misconduct or our failure to comply with laws and regulations,
our ability to control, and operational issues pertaining to, business activities that we conduct with business partners and other third parties,
our need to comply with a number of restrictive covenants and similar provisions in our senior credit facility that generally limit our ability to (among other things) incur additional indebtedness, create liens, make acquisitions, pay dividends and undergo certain changes in control, which could affect our ability to finance future operations, acquisitions or capital needs,
significant influence by our principal stockholder and the existence of certain anti-takeover measures in our governing documents, and
other factors identified throughout this Quarterly Report on Form 10-Q, including those discussed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.”
The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties, or assumptions, many of which are beyond our control, which may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, those factors described in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 30, 2023. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. You are advised, however, to consult any further disclosures we make on related subjects in our Form 10-Q, 8-K and 10-K reports filed with the SEC. Our Annual Report on Form 10-K filing for the fiscal year ended December 30, 2023 listed various important factors that could cause actual results to differ materially from expected and historic results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995, as amended. Readers can find them in “Item 1A. Risk Factors” of that filing and under the same heading of this filing. You may obtain a copy of our Annual Report on Form 10-K through our website, www.nv5.com. Information contained on our website is
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not incorporated into this report. In addition to visiting our website, you may read and copy any document we file with the SEC at www.sec.gov.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are exposed to certain market risks from transactions that are entered into during the normal course of business. We have not entered into derivative financial instruments for trading purposes. We have no significant market risk exposure to interest rate changes related to the promissory notes related to acquisitions since these contain fixed interest rates. Our only debt subject to interest rate risk is the Senior Credit Facility which rates are variable, at our option, tied to a Eurocurrency rate equal to either Term SOFR (Secured Overnight Financing Rate) or Daily Simple SOFR, plus in each case an applicable rate or a base rate denominated in U.S. dollars. Interest rates are subject to change based on our Consolidated Senior Leverage Ratio (as defined in the Credit Agreement). As of June 29, 2024, there was $241,750 outstanding on the Senior Credit Facility. A one percentage point change in the assumed interest rate of the Senior Credit Facility would change our annual interest expense by approximately $2,418 annually.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of its management, including the Company's Executive Chairman and its Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Executive Chairman and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company's disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act are (i) recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms, and (ii) accumulated and communicated to the Company's management, including the Executive Chairman and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes to the Company’s internal control over financial reporting as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) that occurred during the quarter ended June 29, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we are subject to various legal proceedings that arise in the normal course of our business activities. As of the date of this Quarterly Report on Form 10-Q, we are not a party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our results of operations or financial position.
ITEM 1A. RISK FACTORS.
There have been no material changes to any of the principal risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 30, 2023.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Recent Sales of Unregistered Securities

During the three months ended June 29, 2024, the Company issued the following securities that were not registered under the Securities Act (amounts in thousands):

On April 2, 2024, we agreed to issue $1,000 of shares of our common stock as partial consideration in an acquisition. These shares were sold in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.

On April 4, 2024, we agreed to issue $1,500 of shares of our common stock as partial consideration in an acquisition. These shares were sold in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.

On May 15, 2024, we agreed to issue $600 of shares of our common stock as partial consideration in an acquisition. These shares were sold in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.
Issuer Purchase of Equity Securities

None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6.    EXHIBITS.
NumberDescription
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
†    Indicates a management contract or compensatory plan, contract, or arrangement.
*    Filed herewith.
**    Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NV5 GLOBAL, INC.
/s/ Edward Codispoti
Date: August 8, 2024Edward Codispoti
Chief Financial Officer
(Principal Financial and Accounting Officer)

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Exhibit 31.1
CERTIFICATION
I, Dickerson Wright, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the period ended June 29, 2024 of NV5 Global, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 8, 2024
/s/ Dickerson Wright
Dickerson Wright
Executive Chairman
(Principal Executive Officer)



Exhibit 31.2
CERTIFICATION
I, Edward Codispoti, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the period ended June 29, 2024 of NV5 Global, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 8, 2024
/s/ Edward Codispoti
Edward Codispoti
Chief Financial Officer
(Principal Financial Officer)



Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of NV5 Global, Inc. (the “Company”) on Form 10-Q for the quarter ended June 29, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Dickerson Wright, Executive Chairman of the Company, and Edward Codispoti, Chief Financial Officer of the Company, each certify, to the best of his knowledge, pursuant to Rule 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 8, 2024
/s/ Dickerson Wright
Dickerson Wright
Executive Chairman
Date: August 8, 2024
/s/ Edward Codispoti
Edward Codispoti
Chief Financial Officer
This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates it by reference.
A signed original of this written statement required by Rule 13a-14(b) or 15d-14(b) of the Exchange Act and Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

v3.24.2.u1
Cover - shares
6 Months Ended
Jun. 29, 2024
Aug. 02, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 29, 2024  
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, $0.01 par value  
Trading Symbol NVEE  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   16,280,601
Entity Central Index Key 0001532961  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
Current Fiscal Year End Date --12-28  
v3.24.2.u1
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Thousands
Jun. 29, 2024
Dec. 30, 2023
Current assets:    
Cash and cash equivalents $ 29,355 $ 44,824
Billed receivables, net 161,894 152,593
Unbilled receivables, net 140,006 113,271
Prepaid expenses and other current assets 22,991 18,376
Total current assets 354,246 329,064
Property and equipment, net 55,675 50,268
Right-of-use lease assets, net 36,135 36,836
Intangible assets, net 237,789 226,702
Goodwill 543,708 524,573
Deferred income tax assets, net 4,744 0
Other assets 2,086 3,149
Total assets 1,234,383 1,170,592
Current liabilities:    
Accounts payable 61,870 54,865
Accrued liabilities 44,202 47,423
Billings in excess of costs and estimated earnings on uncompleted contracts 35,441 41,679
Other current liabilities 2,348 2,263
Current portion of contingent consideration 2,436 3,922
Current portion of notes payable and other obligations 8,537 9,267
Total current liabilities 154,834 159,419
Contingent consideration, less current portion 2,328 143
Other long-term liabilities 25,935 26,930
Notes payable and other obligations, less current portion 248,687 205,468
Deferred income tax liabilities, net 0 2,837
Total liabilities 431,784 394,797
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, 16,280,601 and 15,895,255 shares issued and outstanding as of June 29, 2024 and December 30, 2023, respectively 163 159
Additional paid-in capital 527,418 508,256
Accumulated other comprehensive loss (695) (18)
Retained earnings 275,713 267,398
Total stockholders’ equity 802,599 775,795
Total liabilities and stockholders’ equity $ 1,234,383 $ 1,170,592
v3.24.2.u1
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parentheticals) - $ / shares
Jun. 29, 2024
Dec. 30, 2023
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) 16,280,601 15,895,255
Common stock, shares outstanding (in shares) 16,280,601 15,895,255
v3.24.2.u1
CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME (UNAUDITED) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Income Statement [Abstract]        
Gross revenues $ 236,326 $ 222,638 $ 449,621 $ 406,955
Direct costs:        
Salaries and wages 61,390 57,079 117,845 105,463
Sub-consultant services 37,342 39,690 68,602 67,304
Other direct costs 14,323 15,569 27,074 27,890
Total direct costs 113,055 112,338 213,521 200,657
Gross profit 123,271 110,300 236,100 206,298
Operating expenses:        
Salaries and wages, payroll taxes, and benefits 68,110 58,949 133,544 111,621
General and administrative 21,178 11,551 43,420 29,472
Facilities and facilities related 6,035 5,823 11,996 11,197
Depreciation and amortization 16,068 13,539 30,550 24,585
Total operating expenses 111,391 89,862 219,510 176,875
Income from operations 11,880 20,438 16,590 29,423
Interest expense (4,606) (3,648) (8,797) (5,229)
Income before income tax expense 7,274 16,790 7,793 24,194
Income tax benefit (expense) 633 (1,377) 522 (2,834)
Net income $ 7,907 $ 15,413 $ 8,315 $ 21,360
Earnings per share:        
Basic (in dollars per share) $ 0.51 $ 1.03 $ 0.54 $ 1.43
Diluted (in dollars per share) $ 0.50 $ 1.00 $ 0.53 $ 1.39
Weighted average common shares outstanding:        
Basic (in shares) 15,362,825 15,014,106 15,314,988 14,948,796
Diluted (in shares) 15,671,176 15,451,788 15,657,632 15,421,535
Comprehensive income:        
Net income $ 7,907 $ 15,413 $ 8,315 $ 21,360
Foreign currency translation losses, net of tax (176) (191) (677) (191)
Comprehensive income $ 7,731 $ 15,222 $ 7,638 $ 21,169
v3.24.2.u1
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Loss
Retained Earnings
Beginning balance (in shares) at Dec. 31, 2022   15,523,300      
Beginning balance at Dec. 31, 2022 $ 694,240 $ 155 $ 471,300 $ 0 $ 222,785
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 9,571   9,571    
Restricted stock issuance, net (in shares)   246,263      
Restricted stock issuance, net 0 $ 3 (3)    
Stock issuance for acquisitions (in shares)   121,345      
Stock issuance for acquisitions 14,471 $ 1 14,470    
Reclassification of liability-classified awards to equity-classified awards 1,697   1,697    
Other comprehensive loss (191)     (191)  
Net income 21,360       21,360
Ending balance (in shares) at Jul. 01, 2023   15,890,908      
Ending balance at Jul. 01, 2023 741,148 $ 159 497,035 (191) 244,145
Beginning balance (in shares) at Apr. 01, 2023   15,708,193      
Beginning balance at Apr. 01, 2023 719,870 $ 157 490,981 0 228,732
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 4,359   4,359    
Restricted stock issuance, net (in shares)   182,715      
Restricted stock issuance, net 0 $ 2 (2)    
Reclassification of liability-classified awards to equity-classified awards 1,697   1,697    
Other comprehensive loss (191)     (191)  
Net income 15,413       15,413
Ending balance (in shares) at Jul. 01, 2023   15,890,908      
Ending balance at Jul. 01, 2023 $ 741,148 $ 159 497,035 (191) 244,145
Beginning balance (in shares) at Dec. 30, 2023 15,895,255 15,895,255      
Beginning balance at Dec. 30, 2023 $ 775,795 $ 159 508,256 (18) 267,398
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 12,179   12,179    
Restricted stock issuance, net (in shares)   337,894      
Restricted stock issuance, net 0 $ 4 (4)    
Stock issuance for acquisitions (in shares)   41,428      
Stock issuance for acquisitions 3,958   3,958    
Reclassification of liability-classified awards to equity-classified awards 2,429   2,429    
Payment of contingent consideration with common stock (in shares)   6,024      
Payment of contingent consideration with common stock 600   600    
Other comprehensive loss (677)     (677)  
Net income $ 8,315       8,315
Ending balance (in shares) at Jun. 29, 2024 16,280,601 16,280,601      
Ending balance at Jun. 29, 2024 $ 802,599 $ 163 527,418 (695) 275,713
Beginning balance (in shares) at Mar. 30, 2024   15,953,908      
Beginning balance at Mar. 30, 2024 783,280 $ 160 515,833 (519) 267,806
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock-based compensation 6,460   6,460    
Restricted stock issuance, net (in shares)   297,892      
Restricted stock issuance, net 0 $ 3 (3)    
Stock issuance for acquisitions (in shares)   22,777      
Stock issuance for acquisitions 2,099   2,099    
Reclassification of liability-classified awards to equity-classified awards 2,429   2,429    
Payment of contingent consideration with common stock (in shares)   6,024      
Payment of contingent consideration with common stock 600   600    
Other comprehensive loss (176)     (176)  
Net income $ 7,907       7,907
Ending balance (in shares) at Jun. 29, 2024 16,280,601 16,280,601      
Ending balance at Jun. 29, 2024 $ 802,599 $ 163 $ 527,418 $ (695) $ 275,713
v3.24.2.u1
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
$ in Thousands
6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Cash flows from operating activities:    
Net income $ 8,315 $ 21,360
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 33,635 27,205
Non-cash lease expense 6,401 6,784
Provision for doubtful accounts 723 607
Stock-based compensation 13,988 10,728
Change in fair value of contingent consideration 0 (7,514)
Gain on disposals of property and equipment (644) (408)
Other 204 0
Deferred income taxes (7,712) (7,673)
Amortization of debt issuance costs 370 365
Changes in operating assets and liabilities, net of impact of acquisitions:    
Billed receivables (4,674) 10,882
Unbilled receivables (25,042) (9,842)
Prepaid expenses and other assets (1,619) (4,691)
Accounts payable 4,555 (8,164)
Accrued liabilities and other long-term liabilities (11,507) (5,698)
Billings in excess of costs and estimated earnings on uncompleted contracts (7,384) (7,606)
Contingent consideration (1,455) (1,307)
Other current liabilities 88 474
Net cash provided by operating activities 8,242 25,502
Cash flows from investing activities:    
Cash paid for acquisitions (net of cash received from acquisitions) (53,947) (186,242)
Proceeds from sale of assets 249 295
Purchase of property and equipment (8,905) (10,239)
Net cash used in investing activities (62,603) (196,186)
Cash flows from financing activities:    
Borrowings from Senior Credit Facility 58,000 180,000
Payments on notes payable and other obligations (5,274) (5,131)
Payments of contingent consideration (1,585) (793)
Payments of borrowings from Senior Credit Facility (12,000) (13,000)
Net cash provided by financing activities 39,141 161,076
Effect of exchange rate changes on cash and cash equivalents (249) (106)
Net decrease in cash and cash equivalents (15,469) (9,714)
Cash and cash equivalents – beginning of period 44,824 38,541
Cash and cash equivalents – end of period 29,355 28,827
Non-cash investing and financing activities:    
Contingent consideration (earn-out) 4,339 325
Notes payable and other obligations issued for acquisitions 400 7,404
Stock issuance for acquisitions 3,958 14,471
Reclassification of liability-classified awards to equity-classified awards 2,429 1,697
Finance leases 1,663 232
Payment of contingent consideration with common stock $ 600 $ 0
v3.24.2.u1
Organization and Nature of Business Operations
6 Months Ended
Jun. 29, 2024
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, consulting solutions, and software applications to public and private sector clients in the infrastructure, utility services, construction, real estate, environmental, and geospatial 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 servicesCommissioning
LNG servicesBuilding program management
EngineeringEnvironmental health & safety
Civil program managementReal estate transaction services
SurveyingEnergy efficiency & clean energy services
Construction quality assuranceMission critical services
Code compliance consulting3D geospatial data modeling
Forensic servicesEnvironmental & natural resources
Litigation supportRobotic survey solutions
Ecological studiesGeospatial data applications & software
MEP & technology design
Fiscal Year
The Company operates on a "52/53 week" fiscal year ending on the Saturday closest to the calendar quarter end.
v3.24.2.u1
Summary of Significant Accounting Policies
6 Months Ended
Jun. 29, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain all adjustments necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods presented. Accordingly, these statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 30, 2023 (the “2023 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 2024 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 June 29, 2024, the Company had $980,802 of remaining performance obligations, of which $743,872 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 June 29, 2024 the Company performed services and recognized $8,692 and $31,108, respectively, of revenue related to its contract liabilities that existed as of December 30, 2023.

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 applies 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. Subjective and complex judgments are required 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, 2023, 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, 2023. Furthermore, there were no indicators, events, or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2023 through June 29, 2024.
Identifiable intangible assets primarily include customer backlog, customer relationships, trade names, non-compete agreements, and developed technology. Amortizable intangible assets are amortized on either a straight-line or sum-of-the-years' digits 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 June 29, 2024. See Note 8, Goodwill and Intangible Assets, for further information on goodwill and identified intangibles.
There have been no material changes in the Company's significant accounting policies described in the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 30, 2023.
v3.24.2.u1
Recently Issued Accounting Pronouncements
6 Months Ended
Jun. 29, 2024
Accounting Standards Update and Change in Accounting Principle [Abstract]  
Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements
Recently Adopted Accounting Pronouncements
None.
Accounting Pronouncements Not Yet Adopted
Segment Reporting
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures ("ASU 2023-07"). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of the segment's profit or loss in assessing performance and deciding how to allocate resources. This ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company evaluated the impact of adopting ASU 2023-07 and expects it to result in additional disclosures when adopted.
Income Taxes
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09"). This ASU requires disaggregated information about a reporting entity's effective tax rate reconciliations as well as additional information on income taxes paid. This ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company evaluated the impact of adopting ASU 2023-09 and expects it to result in additional disclosures when adopted.
SEC Climate Disclosures
In March 2024, the SEC adopted rules to enhance and standardize disclosures related to the impacts and risks of climate-related matters. Under the new rules, an entity will be required to disclose information about climate-related risks that have materially impacted, or are likely to have a material impact, on its business strategy, results of operations, or financial condition. In addition, certain disclosures related to severe weather events, other natural conditions, and material greenhouse gas emissions will be required in the audited financial statements. This guidance is effective prospectively and is effective for annual periods beginning with the year ending December 31, 2025, or in the case of the Company the fiscal year ending January 3, 2026. On April 4, 2024, the SEC announced that it will stay implementation of its final rule pending the results of a legal challenge.
v3.24.2.u1
Earnings per Share
6 Months Ended
Jun. 29, 2024
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 June 29, 2024 and July 1, 2023 exclude 732,856 and 688,377 non-vested restricted shares, respectively. During the three and six months ended June 29, 2024 there were 9,355 and 5,833 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 1, 2023, there were 111,584 and 41,536 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 EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Numerator:
Net income – basic and diluted$7,907 $15,413 $8,315 $21,360 
Denominator:
Basic weighted average shares outstanding15,362,825 15,014,106 15,314,988 14,948,796 
Effect of dilutive non-vested restricted shares and units284,166 413,856 317,026 447,546 
Effect of issuable shares related to acquisitions24,185 23,826 25,618 25,193 
Diluted weighted average shares outstanding15,671,176 15,451,788 15,657,632 15,421,535 
v3.24.2.u1
Business Acquisitions
6 Months Ended
Jun. 29, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Business Acquisitions Business Acquisitions
2024 Acquisitions
The Company has completed five acquisitions during 2024. The aggregate purchase price for the five acquisitions was $64,300, including $56,427 in cash, $3,534 of the Company's common stock, and potential earn-outs of up to $14,100 payable in cash, which have been recorded at an estimated fair value of $4,339. The cash portions of the purchase prices and other related costs associated with the transactions were partially financed through the Company's amended and restated credit agreement (the "Second A&R Credit Agreement" or "Senior Credit Facility") with Bank of America, N.A. and other lenders party thereto. See Note 10, Notes Payable and Other Obligations, for further detail on the Second A&R Credit Agreement. An option-based model and a probability-weighted approach were used to determine the fair value of the earn-outs, which are generally accepted valuation techniques that embody 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 values of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The 2024 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, prepaid expenses, deferred tax liabilities, and other certain liabilities.
2023 Acquisitions
On April 6, 2023, the Company acquired all of the outstanding equity interests in the Visual Information Solutions commercial geospatial technology and software business ("VIS") from L3Harris. VIS is a provider of subscription-based software solutions for the analysis and management of software applications and Analytics as a Service (AaaS) solutions. The Company acquired VIS for a cash purchase price of $75,371. The purchase price and other related costs associated with the transaction were financed through the Company's Second A&R Credit Agreement. 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 was completed within the one-year measurement period as required by ASC 805.
On February 22, 2023, the Company acquired all of the outstanding equity interests in Continental Mapping Acquisition Corp. and its subsidiaries, including Axim Geospatial, LLC (collectively "Axim"), a provider of comprehensive geospatial services and solutions addressing critical mission requirements for customers across the defense and intelligence and state and local government sectors. The aggregate purchase price of the acquisition was $139,569, including $119,736 in cash, a $6,333 promissory note, and $13,500 of the Company's common stock. The cash portion of the purchase price and other related costs associated with the transaction were financed through the Company's Second A&R Credit Agreement. 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 was completed within the one-year measurement period as required by ASC 805.
The Company completed five other acquisitions during 2023. The aggregate purchase price for the five acquisitions was $9,477, including $8,000 in cash, $867 of the Company's common stock, and a potential earn-out of up to $640 payable in cash, which has been recorded at an estimated fair value of $610. A probability-weighted approach was used to determine the fair value of the earn-out, which is a generally accepted valuation technique that embodies all significant assumption types. 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 2023 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 deferred tax liabilities.
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 June 29, 2024 and the fiscal year ended December 30, 2023:
20242023
TotalVISAximOtherTotal
Cash$2,080 $7,027 $5,419 $1,316 $13,762 
Billed and unbilled receivables, net7,043 5,042 13,937 1,609 20,588 
Right-of-use assets2,583 2,162 1,643 552 4,357 
Property and equipment1,762 118 2,870 38 3,026 
Prepaid expenses1,093 1,503 1,180 17 2,700 
Other assets46 — 156 158 
Intangible assets:
Customer relationships28,761 35,626 53,518 2,526 91,670 
Trade name956 3,025 2,266 210 5,501 
Customer backlog4,300 894 3,862 943 5,699 
Developed technology— 4,024 2,185 — 6,209 
Non-compete2,756 26 580 254 860 
Total Assets$51,380 $59,447 $87,616 $7,467 $154,530 
Liabilities(5,995)(16,689)(13,668)(2,297)(32,654)
Deferred tax liabilities(131)(8,728)(12,428)(496)(21,652)
Net assets acquired$45,254 $34,030 $61,520 $4,674 $100,224 
Consideration paid (Cash, Notes and/or stock)$59,961 $75,371 $139,569 $8,867 $223,807 
Contingent earn-out liability (Cash and stock)4,339 — — 610 610 
Total Consideration$64,300 $75,371 $139,569 $9,477 $224,417 
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)$19,046 $41,341 $78,049 $4,803 $124,193 
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 June 29, 2024 and July 1, 2023.
Three Months EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Gross revenues$10,975 $29,589 $16,613 $37,064 
Income before income taxes$3,572 $4,904 $5,648 $5,631 
General and administrative expenses for the three and six months ended June 29, 2024 and July 1, 2023 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 June 29, 2024 and July 1, 2023 as if the fiscal 2024 and 2023 acquisitions had occurred at the beginning of fiscal year 2023. The pro forma information provided below is compiled from pre-acquisition financial information and includes pro forma adjustments for amortization expense of intangible assets to reflect the fair value of identified assets acquired, to record the effects of financing from the Company's Senior Credit Facility, to record the effects of promissory notes issued, adjustments to other certain expenses, and to record 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 2023 or (ii) future results of operations:
Three Months EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Gross revenues$236,824 $235,354 $456,677 $453,766 
Net income$8,015 $14,818 $9,292 $19,196 
Basic earnings per share$0.52 $0.98 $0.61 $1.28 
Diluted earnings per share$0.51 $0.96 $0.59 $1.24 
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Billed and Unbilled Receivables
6 Months Ended
Jun. 29, 2024
Receivables [Abstract]  
Billed and Unbilled Receivables Billed and Unbilled Receivables
Billed and unbilled receivables consists of the following:
June 29, 2024December 30, 2023
Billed receivables$165,446 $155,988 
Less: allowance for doubtful accounts(3,552)(3,395)
Billed receivables, net$161,894 $152,593 
Unbilled receivables$142,344 $115,545 
Less: allowance for doubtful accounts(2,338)(2,274)
Unbilled receivables, net$140,006 $113,271 
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Property and Equipment, net
6 Months Ended
Jun. 29, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment, net Property and Equipment, net
Property and equipment, net, consists of the following:
June 29, 2024December 30, 2023
Office furniture and equipment$4,165 $3,487 
Computer equipment35,242 31,999 
Survey and field equipment71,177 62,553 
Leasehold improvements7,284 6,881 
Total117,868 104,920 
Less: accumulated depreciation(62,193)(54,652)
Property and equipment, net$55,675 $50,268 
Depreciation expense was $4,025 and $7,948 for the three and six months ended June 29, 2024, respectively, of which $1,524 and $3,085 was included in other direct costs. Depreciation expense was $3,605 and $6,871 for the three and six months ended July 1, 2023, respectively, of which $1,366 and $2,620 was included in other direct costs.
v3.24.2.u1
Goodwill and Intangible Assets
6 Months Ended
Jun. 29, 2024
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 June 29, 2024 were as follows:
Six Months Ended
December 30, 20232024 AcquisitionsAdjustmentsForeign Currency Translation of non-USD functional currency goodwillJune 29, 2024
INF$91,658 $13,317 $— $— $104,975 
BTS115,945 2,849 — (60)118,734 
GEO316,970 2,880 517 (368)319,999 
Total$524,573 $19,046 $517 $(428)$543,708 
Goodwill of $13,566 from acquisitions completed during the six months ended June 29, 2024 is expected to be deductible for income tax purposes. During the six months ended June 29, 2024, the Company recorded purchase price adjustments of $517 that increased goodwill related to 2023 acquisitions.
Intangible Assets
Intangible assets, net, as of June 29, 2024 and December 30, 2023 consist of the following:
June 29, 2024December 30, 2023
Gross
Carrying
Amount
Accumulated AmortizationNet
Amount
Gross
Carrying
Amount
Accumulated AmortizationNet
Amount
Finite-lived intangible assets:
Customer relationships(1)
$343,423 $(133,828)$209,595 $314,662 $(116,086)$198,576 
Trade name(2)
23,340 (19,534)3,806 22,384 (18,327)4,057 
Customer backlog(3)
39,416 (35,608)3,808 35,116 (32,681)2,435 
Non-compete(4)
17,745 (13,624)4,121 14,987 (12,690)2,297 
Developed technology(5)
39,153 (22,694)16,459 39,153 (19,816)19,337 
Total finite-lived intangible assets$463,077 $(225,288)$237,789 $426,302 $(199,600)$226,702 

(1) Amortized on a straight-line or sum-of-the-years' digits basis over estimated lives (2 to 17 years)
(2) Amortized on a straight-line basis over their estimated lives (1 to 5 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 (1 to 5 years)
(5) Amortized on a straight-line basis over their estimated lives (5 to 10 years)
The identifiable intangible assets acquired during the six months ended June 29, 2024 consist of customer relationships, trade name, customer backlog, and non-competes with weighted average lives of 10.9 years, 1.9 years, 1.0 year, and 3.9 years, respectively. Amortization expense was $13,567 and $25,687 during the three and six months ended June 29, 2024, respectively, and $11,300 and $20,334 during the three and six months ended July 1, 2023, respectively.
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Accrued Liabilities
6 Months Ended
Jun. 29, 2024
Payables and Accruals [Abstract]  
Accrued Liabilities Accrued Liabilities
Accrued liabilities consist of the following:
June 29, 2024December 30, 2023
Current portion of lease liability$13,952 $13,972 
Accrued vacation6,556 7,295 
Payroll and related taxes9,343 8,782 
Benefits3,666 5,433 
Accrued operating expenses8,136 8,701 
Other2,549 3,240 
Total$44,202 $47,423 
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Notes Payable and Other Obligations
6 Months Ended
Jun. 29, 2024
Payables and Accruals [Abstract]  
Notes Payable and Other Obligations Notes Payable and Other Obligations
Notes payable and other obligations consists of the following:
June 29, 2024December 30, 2023
Senior credit facility$241,750 $195,750 
Uncollateralized promissory notes10,798 15,303 
Finance leases5,302 4,408 
Other obligations918 1,188 
Debt issuance costs, net of amortization(1,544)(1,914)
Total notes payable and other obligations257,224 214,735 
Current portion of notes payable and other obligations8,537 9,267 
Notes payable and other obligations, less current portion$248,687 $205,468 
As of June 29, 2024 and December 30, 2023, 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" or "Senior Credit Facility"), 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 June 29, 2024 and December 30, 2023, the outstanding balance on the Second A&R Credit Agreement was $241,750 and $195,750, 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 either Term SOFR (Secured Overnight Financing Rate) or Daily Simple SOFR, plus in each case 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 June 29, 2024, the Company's interest rate was 6.7%.
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 June 29, 2024, 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 June 29, 2024, respectively, and $171 and $365 during the three and six months ended July 1, 2023, respectively.
Other Obligations
The Company has aggregate obligations related to acquisitions of $11,716 and $16,491 as of June 29, 2024 and December 30, 2023, respectively. As of June 29, 2024, the Company's weighted average interest rate on other outstanding obligations was 3.6%.
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Contingent Consideration
6 Months Ended
Jun. 29, 2024
Commitments and Contingencies Disclosure [Abstract]  
Contingent Consideration Contingent Consideration
The following table summarizes the changes in the carrying value of estimated contingent consideration:
June 29, 2024December 30, 2023
Contingent consideration, beginning of the year$4,065 $15,335 
Additions for acquisitions4,339 610 
Reduction of liability for payments made(3,640)(2,600)
Decrease of liability related to re-measurement of fair value— (9,280)
Total contingent consideration, end of the period4,764 4,065 
Current portion of contingent consideration2,436 3,922 
Contingent consideration, less current portion$2,328 $143 
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Commitments and Contingencies
6 Months Ended
Jun. 29, 2024
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.
v3.24.2.u1
Stock-Based Compensation
6 Months Ended
Jun. 29, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
In June 2023, the Company's stockholders approved the NV5 Global, Inc. 2023 Equity Incentive Plan (the "2023 Equity Plan"). The 2023 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 June 29, 2024, 1,808,924 shares of common stock are authorized, reserved, and registered for issuance under the 2023 Equity Plan. The restricted shares of common stock granted generally provide for service-based cliff vesting after two to four years following the grant date.
The following summarizes the activity of restricted stock awards during the six months ended June 29, 2024:
Number of Unvested Restricted Shares of Common Stock and Restricted Stock UnitsWeighted Average
Grant Date Fair
Value
December 30, 2023676,760$104.63 
Granted349,702$95.13 
Vested(195,471)$90.52 
Forfeited(14,808)$99.77 
June 29, 2024816,183$104.02 
Stock-based compensation expense relating to restricted stock awards during the three and six months ended June 29, 2024 was $7,322 and $13,988, respectively, and $4,902 and $10,728 during the three and six months ended July 1, 2023, respectively. Stock-based compensation expense during the three and six months ended June 29, 2024 includes $862 and $1,809, respectively, of expense related to the Company's liability-classified awards. Stock-based compensation expense during the three and six months ended July 1, 2023 includes $543 and $1,157, respectively, of expense related to the Company's liability-classified awards. The total estimated amount of the liability-classified awards for fiscal 2024 is approximately $8,678. Approximately $51,368 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 2 years, is unrecognized at June 29, 2024. The total fair value of restricted shares vested during the six months ended June 29, 2024 and July 1, 2023 was $18,653 and $20,851, respectively.
v3.24.2.u1
Income Taxes
6 Months Ended
Jun. 29, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
As of June 29, 2024 the Company had net deferred income tax assets of $4,744. As of December 30, 2023, the Company had net deferred income tax liabilities of $2,837. The change from net deferred income tax liabilities to net deferred income tax assets is primarily due to the capitalization of research and development costs under Section 174 of the Internal Revenue Code and the amortization of intangible assets.
The Company's effective income tax rate was (8.7%) and (6.7%) during the three and six months ended June 29, 2024, respectively, and 8.2% and 11.7% during the three and six months ended July 1, 2023, respectively. The difference between the effective income tax rate and the combined statutory federal and state income tax rate was primarily due to an increase in federal
tax credits and a decrease in the recognition of excess tax benefits from stock-based payments in the first half of fiscal 2024 as compared to the first half of fiscal 2023.
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 2012 through 2014 are considered open tax years in the State of California. Fiscal years 2020 through 2023 are considered open tax years in the U.S. federal jurisdiction, state jurisdictions, including the State of California, and foreign jurisdictions. It is not expected that there will be a significant change in the unrecognized tax benefits within the next 12 months.
In 2021, the Organization for Economic Co-operation and Development (“OECD”) released Pillar Two Global Anti-Base Erosion model rules, designed to ensure large corporations are taxed at a minimum rate of 15% in all countries of operation. The United States has not yet enacted legislation implementing the Pillar Two rules, however, they have been enacted or substantively enacted in certain jurisdictions in which the Company operates. The Company is continuing to assess the Pillar Two rules, however, based on the legislation enacted at this stage, the impact of Pillar Two is not expected to be material.
v3.24.2.u1
Reportable Segments
6 Months Ended
Jun. 29, 2024
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 is organized into three operating and reportable segments: Infrastructure ("INF"), which includes the Company's engineering, civil program management, utility services, and construction quality assurance practices; Building, Technology & Sciences ("BTS"), which includes the Company's environmental health sciences, clean energy consulting, buildings and program management, and MEP & technology design practices; and Geospatial Solutions ("GEO"), which includes the Company's geospatial solution practices.
The Company's chief operating decision maker ("CODM") group is comprised of the Company's Executive Chairman and Co-Chief Executive Officers. The Company identified changes to the CODM group effective March 1, 2024 when Dickerson Wright transitioned from his role as Chief Executive Officer to Executive Chairman of the Company, and Alexander Hockman and Benjamin Heraud were appointed Co-Chief Executive Officers. There was no change in the Company's operating or reportable segments as a result of the change in CODM.
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 EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Gross revenues
INF$100,845 $96,728 $191,096 $184,938 
BTS63,607 54,032 123,582 106,878 
GEO71,874 71,878 134,943 115,139 
Total gross revenues$236,326 $222,638 $449,621 $406,955 
Segment income before taxes
INF$17,080 $16,745 $32,121 $33,726 
BTS10,382 8,113 20,482 16,531 
GEO16,790 14,814 27,503 21,835 
Total Segment income before taxes44,252 39,672 80,106 72,092 
Corporate(1)
(36,978)(22,882)(72,313)(47,898)
Total income before taxes$7,274 $16,790 $7,793 $24,194 
(1) Includes amortization of intangibles of $13,567 and $25,687 for the three and six months ended June 29, 2024, respectively, and $11,300 and $20,334 during the three and six months ended July 1, 2023, 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 June 29, 2024Six Months Ended June 29, 2024
INFBTSGEOTotalINFBTSGEOTotal
United States$100,845 $48,606 $67,976 $217,427 $191,096 $95,979 $127,243 $414,318 
Foreign— 15,001 3,898 18,899 — 27,603 7,700 35,303 
Total gross revenues$100,845 $63,607 $71,874 $236,326 $191,096 $123,582 $134,943 $449,621 
Three Months Ended July 1, 2023Six Months Ended July 1, 2023
INFBTSGEOTotalINFBTSGEOTotal
United States$96,728 $46,560 $68,218 $211,506 $184,938 $90,946 $110,442 $386,326 
Foreign— 7,472 3,660 11,132 — 15,932 4,697 20,629 
Total gross revenues$96,728 $54,032 $71,878 $222,638 $184,938 $106,878 $115,139 $406,955 

Gross revenue by customer were as follows:
Three Months Ended June 29, 2024Six Months Ended June 29, 2024
INFBTSGEOTotalINFBTSGEOTotal
Public and quasi-public sector$75,628 $14,806 $59,798 $150,232 $142,519 $29,865 $110,616 $283,000 
Private sector25,217 48,801 12,076 86,094 48,577 93,717 24,327 166,621 
Total gross revenues$100,845 $63,607 $71,874 $236,326 $191,096 $123,582 $134,943 $449,621 
Three Months Ended July 1, 2023Six Months Ended July 1, 2023
INFBTSGEOTotalINFBTSGEOTotal
Public and quasi-public sector$77,332 $15,998 $61,641 $154,971 $147,062 $33,945 $97,409 $278,416 
Private sector19,396 38,034 10,237 67,667 37,876 72,933 17,730 128,539 
Total gross revenues$96,728 $54,032 $71,878 $222,638 $184,938 $106,878 $115,139 $406,955 

Gross revenues by contract type were as follows:
Three Months Ended June 29, 2024Six Months Ended June 29, 2024
INFBTSGEOTotalINFBTSGEOTotal
Cost-reimbursable contracts$96,738 $46,778 $68,599 $212,115 $183,167 $92,511 $130,100 $405,778 
Fixed-unit price contracts4,107 16,829 3,275 24,211 7,929 31,071 4,843 43,843 
Total gross revenues$100,845 $63,607 $71,874 $236,326 $191,096 $123,582 $134,943 $449,621 
Three Months Ended July 1, 2023Six Months Ended July 1, 2023
INFBTSGEOTotalINFBTSGEOTotal
Cost-reimbursable contracts$93,185 $38,670 $70,274 $202,129 $177,042 $79,294 $113,501 $369,837 
Fixed-unit price contracts3,543 15,362 1,604 20,509 7,896 27,584 1,638 37,118 
Total gross revenues$96,728 $54,032 $71,878 $222,638 $184,938 $106,878 $115,139 $406,955 
v3.24.2.u1
Stockholders' Equity
6 Months Ended
Jun. 29, 2024
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
Accumulated Other Comprehensive Loss
The Company's accumulated other comprehensive loss consists of foreign currency translation adjustments related to the Company's foreign operations with functional currency other than the U.S. dollar. The after-tax changes in accumulated other comprehensive loss by component were as follows:
Accumulated Other Comprehensive Loss
Foreign currency translation adjustments balance, December 30, 2023$(18)
Other comprehensive loss(677)
Foreign currency translation adjustments balance, June 29, 2024$(695)
v3.24.2.u1
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 29, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation
Basis of Presentation and Principles of Consolidation
The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain all adjustments necessary to present fairly the financial position and results of operations of the Company as of the dates and for the periods presented. Accordingly, these statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 30, 2023 (the “2023 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 2024 fiscal year.
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 June 29, 2024, the Company had $980,802 of remaining performance obligations, of which $743,872 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.
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 applies 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. Subjective and complex judgments are required 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, 2023, 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, 2023. Furthermore, there were no indicators, events, or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2023 through June 29, 2024.
Identifiable intangible assets primarily include customer backlog, customer relationships, trade names, non-compete agreements, and developed technology. Amortizable intangible assets are amortized on either a straight-line or sum-of-the-years' digits 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 June 29, 2024.
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted
Recently Adopted Accounting Pronouncements
None.
Accounting Pronouncements Not Yet Adopted
Segment Reporting
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures ("ASU 2023-07"). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of the segment's profit or loss in assessing performance and deciding how to allocate resources. This ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company evaluated the impact of adopting ASU 2023-07 and expects it to result in additional disclosures when adopted.
Income Taxes
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09"). This ASU requires disaggregated information about a reporting entity's effective tax rate reconciliations as well as additional information on income taxes paid. This ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company evaluated the impact of adopting ASU 2023-09 and expects it to result in additional disclosures when adopted.
SEC Climate Disclosures
In March 2024, the SEC adopted rules to enhance and standardize disclosures related to the impacts and risks of climate-related matters. Under the new rules, an entity will be required to disclose information about climate-related risks that have materially impacted, or are likely to have a material impact, on its business strategy, results of operations, or financial condition. In addition, certain disclosures related to severe weather events, other natural conditions, and material greenhouse gas emissions will be required in the audited financial statements. This guidance is effective prospectively and is effective for annual periods beginning with the year ending December 31, 2025, or in the case of the Company the fiscal year ending January 3, 2026. On April 4, 2024, the SEC announced that it will stay implementation of its final rule pending the results of a legal challenge.
v3.24.2.u1
Earnings per Share (Tables)
6 Months Ended
Jun. 29, 2024
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 EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Numerator:
Net income – basic and diluted$7,907 $15,413 $8,315 $21,360 
Denominator:
Basic weighted average shares outstanding15,362,825 15,014,106 15,314,988 14,948,796 
Effect of dilutive non-vested restricted shares and units284,166 413,856 317,026 447,546 
Effect of issuable shares related to acquisitions24,185 23,826 25,618 25,193 
Diluted weighted average shares outstanding15,671,176 15,451,788 15,657,632 15,421,535 
v3.24.2.u1
Business Acquisitions (Tables)
6 Months Ended
Jun. 29, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [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 June 29, 2024 and the fiscal year ended December 30, 2023:
20242023
TotalVISAximOtherTotal
Cash$2,080 $7,027 $5,419 $1,316 $13,762 
Billed and unbilled receivables, net7,043 5,042 13,937 1,609 20,588 
Right-of-use assets2,583 2,162 1,643 552 4,357 
Property and equipment1,762 118 2,870 38 3,026 
Prepaid expenses1,093 1,503 1,180 17 2,700 
Other assets46 — 156 158 
Intangible assets:
Customer relationships28,761 35,626 53,518 2,526 91,670 
Trade name956 3,025 2,266 210 5,501 
Customer backlog4,300 894 3,862 943 5,699 
Developed technology— 4,024 2,185 — 6,209 
Non-compete2,756 26 580 254 860 
Total Assets$51,380 $59,447 $87,616 $7,467 $154,530 
Liabilities(5,995)(16,689)(13,668)(2,297)(32,654)
Deferred tax liabilities(131)(8,728)(12,428)(496)(21,652)
Net assets acquired$45,254 $34,030 $61,520 $4,674 $100,224 
Consideration paid (Cash, Notes and/or stock)$59,961 $75,371 $139,569 $8,867 $223,807 
Contingent earn-out liability (Cash and stock)4,339 — — 610 610 
Total Consideration$64,300 $75,371 $139,569 $9,477 $224,417 
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)$19,046 $41,341 $78,049 $4,803 $124,193 
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 June 29, 2024 and July 1, 2023.
Three Months EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Gross revenues$10,975 $29,589 $16,613 $37,064 
Income before income taxes$3,572 $4,904 $5,648 $5,631 
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 2023 or (ii) future results of operations:
Three Months EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Gross revenues$236,824 $235,354 $456,677 $453,766 
Net income$8,015 $14,818 $9,292 $19,196 
Basic earnings per share$0.52 $0.98 $0.61 $1.28 
Diluted earnings per share$0.51 $0.96 $0.59 $1.24 
v3.24.2.u1
Billed and Unbilled Receivables (Tables)
6 Months Ended
Jun. 29, 2024
Receivables [Abstract]  
Schedule Of Accounts, Notes, Loans And Financing Receivable
Billed and unbilled receivables consists of the following:
June 29, 2024December 30, 2023
Billed receivables$165,446 $155,988 
Less: allowance for doubtful accounts(3,552)(3,395)
Billed receivables, net$161,894 $152,593 
Unbilled receivables$142,344 $115,545 
Less: allowance for doubtful accounts(2,338)(2,274)
Unbilled receivables, net$140,006 $113,271 
v3.24.2.u1
Property and Equipment, net (Tables)
6 Months Ended
Jun. 29, 2024
Property, Plant and Equipment [Abstract]  
Schedule Of Property And Equipment
Property and equipment, net, consists of the following:
June 29, 2024December 30, 2023
Office furniture and equipment$4,165 $3,487 
Computer equipment35,242 31,999 
Survey and field equipment71,177 62,553 
Leasehold improvements7,284 6,881 
Total117,868 104,920 
Less: accumulated depreciation(62,193)(54,652)
Property and equipment, net$55,675 $50,268 
v3.24.2.u1
Goodwill and Intangible Assets (Tables)
6 Months Ended
Jun. 29, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule Of Goodwill
The changes in the carrying value by reportable segment for the six months ended June 29, 2024 were as follows:
Six Months Ended
December 30, 20232024 AcquisitionsAdjustmentsForeign Currency Translation of non-USD functional currency goodwillJune 29, 2024
INF$91,658 $13,317 $— $— $104,975 
BTS115,945 2,849 — (60)118,734 
GEO316,970 2,880 517 (368)319,999 
Total$524,573 $19,046 $517 $(428)$543,708 
Schedule Of Finite-lived Intangible Assets
Intangible assets, net, as of June 29, 2024 and December 30, 2023 consist of the following:
June 29, 2024December 30, 2023
Gross
Carrying
Amount
Accumulated AmortizationNet
Amount
Gross
Carrying
Amount
Accumulated AmortizationNet
Amount
Finite-lived intangible assets:
Customer relationships(1)
$343,423 $(133,828)$209,595 $314,662 $(116,086)$198,576 
Trade name(2)
23,340 (19,534)3,806 22,384 (18,327)4,057 
Customer backlog(3)
39,416 (35,608)3,808 35,116 (32,681)2,435 
Non-compete(4)
17,745 (13,624)4,121 14,987 (12,690)2,297 
Developed technology(5)
39,153 (22,694)16,459 39,153 (19,816)19,337 
Total finite-lived intangible assets$463,077 $(225,288)$237,789 $426,302 $(199,600)$226,702 

(1) Amortized on a straight-line or sum-of-the-years' digits basis over estimated lives (2 to 17 years)
(2) Amortized on a straight-line basis over their estimated lives (1 to 5 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 (1 to 5 years)
(5) Amortized on a straight-line basis over their estimated lives (5 to 10 years)
v3.24.2.u1
Accrued Liabilities (Tables)
6 Months Ended
Jun. 29, 2024
Payables and Accruals [Abstract]  
Schedule Of Accrued Liabilities
Accrued liabilities consist of the following:
June 29, 2024December 30, 2023
Current portion of lease liability$13,952 $13,972 
Accrued vacation6,556 7,295 
Payroll and related taxes9,343 8,782 
Benefits3,666 5,433 
Accrued operating expenses8,136 8,701 
Other2,549 3,240 
Total$44,202 $47,423 
v3.24.2.u1
Notes Payable and Other Obligations (Tables)
6 Months Ended
Jun. 29, 2024
Payables and Accruals [Abstract]  
Schedule Of Notes Payable And Other Obligations
Notes payable and other obligations consists of the following:
June 29, 2024December 30, 2023
Senior credit facility$241,750 $195,750 
Uncollateralized promissory notes10,798 15,303 
Finance leases5,302 4,408 
Other obligations918 1,188 
Debt issuance costs, net of amortization(1,544)(1,914)
Total notes payable and other obligations257,224 214,735 
Current portion of notes payable and other obligations8,537 9,267 
Notes payable and other obligations, less current portion$248,687 $205,468 
v3.24.2.u1
Contingent Consideration (Tables)
6 Months Ended
Jun. 29, 2024
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:
June 29, 2024December 30, 2023
Contingent consideration, beginning of the year$4,065 $15,335 
Additions for acquisitions4,339 610 
Reduction of liability for payments made(3,640)(2,600)
Decrease of liability related to re-measurement of fair value— (9,280)
Total contingent consideration, end of the period4,764 4,065 
Current portion of contingent consideration2,436 3,922 
Contingent consideration, less current portion$2,328 $143 
v3.24.2.u1
Stock-Based Compensation (Tables)
6 Months Ended
Jun. 29, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Share-based Payment Arrangement, Restricted Stock Unit, Activity
The following summarizes the activity of restricted stock awards during the six months ended June 29, 2024:
Number of Unvested Restricted Shares of Common Stock and Restricted Stock UnitsWeighted Average
Grant Date Fair
Value
December 30, 2023676,760$104.63 
Granted349,702$95.13 
Vested(195,471)$90.52 
Forfeited(14,808)$99.77 
June 29, 2024816,183$104.02 
v3.24.2.u1
Reportable Segments (Tables)
6 Months Ended
Jun. 29, 2024
Segment Reporting [Abstract]  
Schedule Of Segment Reporting Information, By Segment The following tables set forth summarized financial information concerning our reportable segments:
Three Months EndedSix Months Ended
June 29, 2024July 1, 2023June 29, 2024July 1, 2023
Gross revenues
INF$100,845 $96,728 $191,096 $184,938 
BTS63,607 54,032 123,582 106,878 
GEO71,874 71,878 134,943 115,139 
Total gross revenues$236,326 $222,638 $449,621 $406,955 
Segment income before taxes
INF$17,080 $16,745 $32,121 $33,726 
BTS10,382 8,113 20,482 16,531 
GEO16,790 14,814 27,503 21,835 
Total Segment income before taxes44,252 39,672 80,106 72,092 
Corporate(1)
(36,978)(22,882)(72,313)(47,898)
Total income before taxes$7,274 $16,790 $7,793 $24,194 
(1) Includes amortization of intangibles of $13,567 and $25,687 for the three and six months ended June 29, 2024, respectively, and $11,300 and $20,334 during the three and six months ended July 1, 2023, 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 June 29, 2024Six Months Ended June 29, 2024
INFBTSGEOTotalINFBTSGEOTotal
United States$100,845 $48,606 $67,976 $217,427 $191,096 $95,979 $127,243 $414,318 
Foreign— 15,001 3,898 18,899 — 27,603 7,700 35,303 
Total gross revenues$100,845 $63,607 $71,874 $236,326 $191,096 $123,582 $134,943 $449,621 
Three Months Ended July 1, 2023Six Months Ended July 1, 2023
INFBTSGEOTotalINFBTSGEOTotal
United States$96,728 $46,560 $68,218 $211,506 $184,938 $90,946 $110,442 $386,326 
Foreign— 7,472 3,660 11,132 — 15,932 4,697 20,629 
Total gross revenues$96,728 $54,032 $71,878 $222,638 $184,938 $106,878 $115,139 $406,955 
Schedule Of Revenue By Major Customers By Reporting Segments
Gross revenue by customer were as follows:
Three Months Ended June 29, 2024Six Months Ended June 29, 2024
INFBTSGEOTotalINFBTSGEOTotal
Public and quasi-public sector$75,628 $14,806 $59,798 $150,232 $142,519 $29,865 $110,616 $283,000 
Private sector25,217 48,801 12,076 86,094 48,577 93,717 24,327 166,621 
Total gross revenues$100,845 $63,607 $71,874 $236,326 $191,096 $123,582 $134,943 $449,621 
Three Months Ended July 1, 2023Six Months Ended July 1, 2023
INFBTSGEOTotalINFBTSGEOTotal
Public and quasi-public sector$77,332 $15,998 $61,641 $154,971 $147,062 $33,945 $97,409 $278,416 
Private sector19,396 38,034 10,237 67,667 37,876 72,933 17,730 128,539 
Total gross revenues$96,728 $54,032 $71,878 $222,638 $184,938 $106,878 $115,139 $406,955 
Schedule Of Revenue From External Customers By Products And Services
Gross revenues by contract type were as follows:
Three Months Ended June 29, 2024Six Months Ended June 29, 2024
INFBTSGEOTotalINFBTSGEOTotal
Cost-reimbursable contracts$96,738 $46,778 $68,599 $212,115 $183,167 $92,511 $130,100 $405,778 
Fixed-unit price contracts4,107 16,829 3,275 24,211 7,929 31,071 4,843 43,843 
Total gross revenues$100,845 $63,607 $71,874 $236,326 $191,096 $123,582 $134,943 $449,621 
Three Months Ended July 1, 2023Six Months Ended July 1, 2023
INFBTSGEOTotalINFBTSGEOTotal
Cost-reimbursable contracts$93,185 $38,670 $70,274 $202,129 $177,042 $79,294 $113,501 $369,837 
Fixed-unit price contracts3,543 15,362 1,604 20,509 7,896 27,584 1,638 37,118 
Total gross revenues$96,728 $54,032 $71,878 $222,638 $184,938 $106,878 $115,139 $406,955 
v3.24.2.u1
Stockholders' Equity (Tables)
6 Months Ended
Jun. 29, 2024
Equity [Abstract]  
Schedule of Accumulated Other Comprehensive Loss The after-tax changes in accumulated other comprehensive loss by component were as follows:
Accumulated Other Comprehensive Loss
Foreign currency translation adjustments balance, December 30, 2023$(18)
Other comprehensive loss(677)
Foreign currency translation adjustments balance, June 29, 2024$(695)
v3.24.2.u1
Summary of Significant Accounting Policies - Revenue Recognition (Details)
$ in Thousands
Jun. 29, 2024
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining revenue performance obligation amount $ 980,802
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-06-30  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining revenue performance obligation amount $ 743,872
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-06-30 | Period One  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation expected timing of satisfaction 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-06-30 | Period Two  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation expected timing of satisfaction 24 months
v3.24.2.u1
Summary of Significant Accounting Policies - Contract Balances (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jun. 29, 2024
Accounting Policies [Abstract]    
Revenue from contract liability $ 8,692 $ 31,108
v3.24.2.u1
Earnings per Share - Narrative (Details) - shares
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities (in shares) 9,355 111,584 5,833 41,536
Restricted Stock        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities (in shares)     732,856 688,377
v3.24.2.u1
Earnings per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Numerator:        
Net income – basic $ 7,907 $ 15,413 $ 8,315 $ 21,360
Net income – diluted $ 7,907 $ 15,413 $ 8,315 $ 21,360
Denominator:        
Basic weighted average shares outstanding (in shares) 15,362,825 15,014,106 15,314,988 14,948,796
Effect of dilutive non-vested restricted shares and units (in shares) 284,166 413,856 317,026 447,546
Effect of issuable shares related to acquisitions (in shares) 24,185 23,826 25,618 25,193
Diluted weighted average shares outstanding (in shares) 15,671,176 15,451,788 15,657,632 15,421,535
v3.24.2.u1
Business Acquisitions - Narrative (Details)
$ in Thousands
6 Months Ended 12 Months Ended
Apr. 06, 2023
USD ($)
Feb. 22, 2023
USD ($)
Jun. 29, 2024
USD ($)
acquisition
Dec. 30, 2023
USD ($)
acquisition
Dec. 31, 2022
USD ($)
Business Acquisition [Line Items]          
Earn-out of cash fair value     $ 4,764 $ 4,065 $ 15,335
Series of Individually Immaterial Business Acquisitions          
Business Acquisition [Line Items]          
Number of businesses acquired | acquisition     5    
Purchase price     $ 64,300 224,417  
Payments to acquire businesses     56,427    
Consideration of common stock     3,534    
Potential earn-out in cash and stock     14,100    
Earn-out of cash fair value     $ 4,339    
VIS          
Business Acquisition [Line Items]          
Purchase price $ 75,371     75,371  
Axim          
Business Acquisition [Line Items]          
Purchase price   $ 139,569   $ 139,569  
Payments to acquire businesses   119,736      
Consideration of common stock   13,500      
Axim | Uncollateralized Promissory Notes          
Business Acquisition [Line Items]          
Notes payable   $ 6,333      
Other          
Business Acquisition [Line Items]          
Number of businesses acquired | acquisition       5  
Purchase price       $ 9,477  
Payments to acquire businesses       8,000  
Consideration of common stock       867  
Potential earn-out in cash and stock       640  
Earn-out of cash fair value       $ 610  
v3.24.2.u1
Business Acquisitions - Schedule of the Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Apr. 06, 2023
Feb. 22, 2023
Jun. 29, 2024
Dec. 30, 2023
Series of Individually Immaterial Business Acquisitions        
Acquired Finite-Lived Intangible Assets [Line Items]        
Cash     $ 2,080 $ 13,762
Billed and unbilled receivables, net     7,043 20,588
Right-of-use assets     2,583 4,357
Property and equipment     1,762 3,026
Prepaid expenses     1,093 2,700
Other assets     46 158
Total Assets     51,380 154,530
Liabilities     (5,995) (32,654)
Deferred tax liabilities     (131) (21,652)
Net assets acquired     45,254 100,224
Consideration paid (Cash, Notes and/or stock)     59,961 223,807
Contingent earn-out liability (Cash and stock)     4,339 610
Total Consideration     64,300 224,417
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)     19,046 124,193
Series of Individually Immaterial Business Acquisitions | Customer relationships        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:     28,761 91,670
Series of Individually Immaterial Business Acquisitions | Trade name        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:     956 5,501
Series of Individually Immaterial Business Acquisitions | Customer backlog        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:     4,300 5,699
Series of Individually Immaterial Business Acquisitions | Developed technology        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:     0 6,209
Series of Individually Immaterial Business Acquisitions | Non-compete        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:     $ 2,756 860
VIS        
Acquired Finite-Lived Intangible Assets [Line Items]        
Cash       7,027
Billed and unbilled receivables, net       5,042
Right-of-use assets       2,162
Property and equipment       118
Prepaid expenses       1,503
Other assets       0
Total Assets       59,447
Liabilities       (16,689)
Deferred tax liabilities       (8,728)
Net assets acquired       34,030
Consideration paid (Cash, Notes and/or stock)       75,371
Contingent earn-out liability (Cash and stock)       0
Total Consideration $ 75,371     75,371
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)       41,341
VIS | Customer relationships        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:       35,626
VIS | Trade name        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:       3,025
VIS | Customer backlog        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:       894
VIS | Developed technology        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:       4,024
VIS | Non-compete        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:       26
Axim        
Acquired Finite-Lived Intangible Assets [Line Items]        
Cash       5,419
Billed and unbilled receivables, net       13,937
Right-of-use assets       1,643
Property and equipment       2,870
Prepaid expenses       1,180
Other assets       156
Total Assets       87,616
Liabilities       (13,668)
Deferred tax liabilities       (12,428)
Net assets acquired       61,520
Consideration paid (Cash, Notes and/or stock)       139,569
Contingent earn-out liability (Cash and stock)       0
Total Consideration   $ 139,569   139,569
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)       78,049
Axim | Customer relationships        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:       53,518
Axim | Trade name        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:       2,266
Axim | Customer backlog        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:       3,862
Axim | Developed technology        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:       2,185
Axim | Non-compete        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:       580
Other        
Acquired Finite-Lived Intangible Assets [Line Items]        
Cash       1,316
Billed and unbilled receivables, net       1,609
Right-of-use assets       552
Property and equipment       38
Prepaid expenses       17
Other assets       2
Total Assets       7,467
Liabilities       (2,297)
Deferred tax liabilities       (496)
Net assets acquired       4,674
Consideration paid (Cash, Notes and/or stock)       8,867
Contingent earn-out liability (Cash and stock)       610
Total Consideration       9,477
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)       4,803
Other | Customer relationships        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:       2,526
Other | Trade name        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:       210
Other | Customer backlog        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:       943
Other | Developed technology        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:       0
Other | Non-compete        
Acquired Finite-Lived Intangible Assets [Line Items]        
Intangible assets:       $ 254
v3.24.2.u1
Business Acquisitions - Schedule of Results of Operations From any Business Acquired (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]        
Gross revenues $ 10,975 $ 29,589 $ 16,613 $ 37,064
Income before income taxes $ 3,572 $ 4,904 $ 5,648 $ 5,631
v3.24.2.u1
Business Acquisitions - Schedule of Pro Forma Consolidated Results of Operations (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]        
Gross revenues $ 236,824 $ 235,354 $ 456,677 $ 453,766
Net income $ 8,015 $ 14,818 $ 9,292 $ 19,196
Basic earnings per share (in dollars per share) $ 0.52 $ 0.98 $ 0.61 $ 1.28
Diluted earnings per share (in dollars per share) $ 0.51 $ 0.96 $ 0.59 $ 1.24
v3.24.2.u1
Billed and Unbilled Receivables (Details) - USD ($)
$ in Thousands
Jun. 29, 2024
Dec. 30, 2023
Receivables [Abstract]    
Billed receivables $ 165,446 $ 155,988
Less: allowance for doubtful accounts (3,552) (3,395)
Billed receivables, net 161,894 152,593
Unbilled receivables 142,344 115,545
Less: allowance for doubtful accounts (2,338) (2,274)
Unbilled receivables, net $ 140,006 $ 113,271
v3.24.2.u1
Property and Equipment, net - Schedule of Property And Equipment (Details) - USD ($)
$ in Thousands
Jun. 29, 2024
Dec. 30, 2023
Property, Plant and Equipment [Line Items]    
Total $ 117,868 $ 104,920
Less: accumulated depreciation (62,193) (54,652)
Property and equipment, net 55,675 50,268
Office furniture and equipment    
Property, Plant and Equipment [Line Items]    
Total 4,165 3,487
Computer equipment    
Property, Plant and Equipment [Line Items]    
Total 35,242 31,999
Survey and field equipment    
Property, Plant and Equipment [Line Items]    
Total 71,177 62,553
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total $ 7,284 $ 6,881
v3.24.2.u1
Property and Equipment, net - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Property, Plant and Equipment [Line Items]        
Depreciation expense $ 4,025 $ 3,605 $ 7,948 $ 6,871
Other Direct Costs        
Property, Plant and Equipment [Line Items]        
Depreciation expense $ 1,524 $ 1,366 $ 3,085 $ 2,620
v3.24.2.u1
Goodwill and Intangible Assets - Schedule of Goodwill (Details)
$ in Thousands
6 Months Ended
Jun. 29, 2024
USD ($)
Goodwill [Roll Forward]  
Beginning balance $ 524,573
2024 Acquisitions 19,046
Adjustments 517
Foreign Currency Translation of non-USD functional currency goodwill (428)
Ending balance 543,708
INF  
Goodwill [Roll Forward]  
Beginning balance 91,658
2024 Acquisitions 13,317
Adjustments 0
Foreign Currency Translation of non-USD functional currency goodwill 0
Ending balance 104,975
BTS  
Goodwill [Roll Forward]  
Beginning balance 115,945
2024 Acquisitions 2,849
Adjustments 0
Foreign Currency Translation of non-USD functional currency goodwill (60)
Ending balance 118,734
GEO  
Goodwill [Roll Forward]  
Beginning balance 316,970
2024 Acquisitions 2,880
Adjustments 517
Foreign Currency Translation of non-USD functional currency goodwill (368)
Ending balance $ 319,999
v3.24.2.u1
Goodwill and Intangible Assets - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Finite-Lived Intangible Assets [Line Items]        
Goodwill $ 13,566   $ 13,566  
Adjustments     517  
Amortization expense $ 13,567 $ 11,300 $ 25,687 $ 20,334
Customer relationships        
Finite-Lived Intangible Assets [Line Items]        
Intangible assets, useful life (in years)     10 years 10 months 24 days  
Trade name        
Finite-Lived Intangible Assets [Line Items]        
Intangible assets, useful life (in years)     1 year 10 months 24 days  
Customer backlog        
Finite-Lived Intangible Assets [Line Items]        
Intangible assets, useful life (in years)     1 year  
Non-compete        
Finite-Lived Intangible Assets [Line Items]        
Intangible assets, useful life (in years)     3 years 10 months 24 days  
v3.24.2.u1
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 29, 2024
Dec. 30, 2023
Finite-lived intangible assets:    
Gross Carrying Amount $ 463,077 $ 426,302
Accumulated Amortization (225,288) (199,600)
Net Amount 237,789 226,702
Customer relationships    
Finite-lived intangible assets:    
Gross Carrying Amount 343,423 314,662
Accumulated Amortization (133,828) (116,086)
Net Amount $ 209,595 198,576
Customer relationships | Minimum    
Finite-lived intangible assets:    
Useful life (in years) 2 years  
Customer relationships | Maximum    
Finite-lived intangible assets:    
Useful life (in years) 17 years  
Trade name    
Finite-lived intangible assets:    
Gross Carrying Amount $ 23,340 22,384
Accumulated Amortization (19,534) (18,327)
Net Amount $ 3,806 4,057
Trade name | Minimum    
Finite-lived intangible assets:    
Useful life (in years) 1 year  
Trade name | Maximum    
Finite-lived intangible assets:    
Useful life (in years) 5 years  
Customer backlog    
Finite-lived intangible assets:    
Gross Carrying Amount $ 39,416 35,116
Accumulated Amortization (35,608) (32,681)
Net Amount $ 3,808 2,435
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 $ 17,745 14,987
Accumulated Amortization (13,624) (12,690)
Net Amount $ 4,121 2,297
Non-compete | Minimum    
Finite-lived intangible assets:    
Useful life (in years) 1 year  
Non-compete | Maximum    
Finite-lived intangible assets:    
Useful life (in years) 5 years  
Developed technology    
Finite-lived intangible assets:    
Gross Carrying Amount $ 39,153 39,153
Accumulated Amortization (22,694) (19,816)
Net Amount $ 16,459 $ 19,337
Developed technology | Minimum    
Finite-lived intangible assets:    
Useful life (in years) 5 years  
Developed technology | Maximum    
Finite-lived intangible assets:    
Useful life (in years) 10 years  
v3.24.2.u1
Accrued Liabilities (Details) - USD ($)
$ in Thousands
Jun. 29, 2024
Dec. 30, 2023
Payables and Accruals [Abstract]    
Current portion of lease liability $ 13,952 $ 13,972
Accrued vacation 6,556 7,295
Payroll and related taxes 9,343 8,782
Benefits 3,666 5,433
Accrued operating expenses 8,136 8,701
Other 2,549 3,240
Total $ 44,202 $ 47,423
v3.24.2.u1
Notes Payable and Other Obligations - Schedule of Notes Payable and Other Obligations (Details) - USD ($)
$ in Thousands
Jun. 29, 2024
Dec. 30, 2023
Debt Instrument [Line Items]    
Finance leases $ 5,302 $ 4,408
Debt issuance costs, net of amortization (1,544) (1,914)
Total notes payable and other obligations 257,224 214,735
Current portion of notes payable and other obligations 8,537 9,267
Notes payable and other obligations, less current portion 248,687 205,468
Senior credit facility    
Debt Instrument [Line Items]    
Long-term debt, gross 241,750 195,750
Uncollateralized promissory notes    
Debt Instrument [Line Items]    
Long-term debt, gross 10,798 15,303
Other obligations    
Debt Instrument [Line Items]    
Long-term debt, gross $ 918 $ 1,188
v3.24.2.u1
Notes Payable and Other Obligations - Narrative (Details)
3 Months Ended 6 Months Ended
Aug. 13, 2021
USD ($)
Jun. 29, 2024
USD ($)
Jul. 01, 2023
USD ($)
Jun. 29, 2024
USD ($)
Jul. 01, 2023
USD ($)
Dec. 30, 2023
USD ($)
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 $ 365,000    
Other obligations   $ 11,716,000   $ 11,716,000   $ 16,491,000  
Weighted average interest rate (as a percent)   3.60%   3.60%      
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 $ 171,000 370,000 $ 365,000    
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
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            
Long term line of credit   $ 241,750,000   $ 241,750,000   $ 195,750,000  
Interest rate during period (as a percent)       6.70%      
Covenant, net leverage ratio   4.00   4.00      
Minimum fixed charge coverage ratio   1.10   1.10      
v3.24.2.u1
Contingent Consideration (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 29, 2024
Dec. 30, 2023
Commitments and Contingencies Disclosure [Roll Forward]    
Contingent consideration, beginning of the year $ 4,065 $ 15,335
Additions for acquisitions 4,339 610
Reduction of liability for payments made (3,640) (2,600)
Decrease of liability related to re-measurement of fair value 0 (9,280)
Total contingent consideration, end of the period 4,764 4,065
Current portion of contingent consideration 2,436 3,922
Contingent consideration, less current portion $ 2,328 $ 143
v3.24.2.u1
Stock-Based Compensation - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Restricted Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Deferred compensation $ 7,322 $ 4,902 $ 13,988 $ 10,728
Total estimated fair value     8,678  
Weighted average vesting period (in years) 51,368   $ 51,368  
Cost not yet recognized, term (in years)     2 years  
Fair value of restricted shares vested     $ 18,653 20,851
Liability Based Awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Deferred compensation $ 862 $ 543 $ 1,809 $ 1,157
Equity Plan 2023        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Number of shares authorized (in shares) 1,808,924   1,808,924  
Equity Plan 2023 | Minimum | Restricted Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting period (n years)     2 years  
Equity Plan 2023 | Maximum | Restricted Stock        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting period (n years)     4 years  
v3.24.2.u1
Stock-Based Compensation - Schedule of Restricted Stock Awards (Details) - Restricted Stock
6 Months Ended
Jun. 29, 2024
$ / shares
shares
Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units  
Beginning (in shares) | shares 676,760
Granted (in shares) | shares 349,702
Vested (in shares) | shares (195,471)
Forfeited (in shares) | shares (14,808)
Ending (in shares) | shares 816,183
Weighted Average Grant Date Fair Value  
Beginning (in dollars per share) | $ / shares $ 104.63
Granted (in dollars per share) | $ / shares 95.13
Vested (in dollars per share) | $ / shares 90.52
Forfeited (in dollars per share) | $ / shares 99.77
Ending (in dollars per share) | $ / shares $ 104.02
v3.24.2.u1
Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Dec. 30, 2023
Income Tax Disclosure [Abstract]          
Deferred income tax assets, net $ 4,744   $ 4,744   $ 0
Deferred income tax liabilities, net $ 0   $ 0   $ 2,837
Effective income tax rate (as a percent) (8.70%) 8.20% (6.70%) 11.70%  
v3.24.2.u1
Reportable Segments - Narrative (Details)
6 Months Ended
Jun. 29, 2024
segment
Segment Reporting [Abstract]  
Number of reportable segments 3
Number of operating segments 3
v3.24.2.u1
Reportable Segments - Schedule of Financial Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues $ 236,326 $ 222,638 $ 449,621 $ 406,955
Segment income before taxes 7,274 16,790 7,793 24,194
Amortization expense 13,567 11,300 25,687 20,334
INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 100,845 96,728 191,096 184,938
BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 63,607 54,032 123,582 106,878
GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 71,874 71,878 134,943 115,139
Operating Segments        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Segment income before taxes 44,252 39,672 80,106 72,092
Operating Segments | INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 100,845 96,728 191,096 184,938
Segment income before taxes 17,080 16,745 32,121 33,726
Operating Segments | BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 63,607 54,032 123,582 106,878
Segment income before taxes 10,382 8,113 20,482 16,531
Operating Segments | GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 71,874 71,878 134,943 115,139
Segment income before taxes 16,790 14,814 27,503 21,835
Corporate        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Segment income before taxes $ (36,978) $ (22,882) $ (72,313) $ (47,898)
v3.24.2.u1
Reportable Segments - Schedule of Revenue From Contracts With Customers by Geographic Location (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues $ 236,326 $ 222,638 $ 449,621 $ 406,955
INF        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 100,845 96,728 191,096 184,938
BTS        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 63,607 54,032 123,582 106,878
GEO        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 71,874 71,878 134,943 115,139
United States        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 217,427 211,506 414,318 386,326
United States | INF        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 100,845 96,728 191,096 184,938
United States | BTS        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 48,606 46,560 95,979 90,946
United States | GEO        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 67,976 68,218 127,243 110,442
Foreign        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues 18,899 11,132 35,303 20,629
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 15,001 7,472 27,603 15,932
Foreign | GEO        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Gross revenues $ 3,898 $ 3,660 $ 7,700 $ 4,697
v3.24.2.u1
Reportable Segments - Schedule of Revenue by Customer Type (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues $ 236,326 $ 222,638 $ 449,621 $ 406,955
INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 100,845 96,728 191,096 184,938
BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 63,607 54,032 123,582 106,878
GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 71,874 71,878 134,943 115,139
Public and quasi-public sector        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 150,232 154,971 283,000 278,416
Public and quasi-public sector | INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 75,628 77,332 142,519 147,062
Public and quasi-public sector | BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 14,806 15,998 29,865 33,945
Public and quasi-public sector | GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 59,798 61,641 110,616 97,409
Private sector        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 86,094 67,667 166,621 128,539
Private sector | INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 25,217 19,396 48,577 37,876
Private sector | BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 48,801 38,034 93,717 72,933
Private sector | GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues $ 12,076 $ 10,237 $ 24,327 $ 17,730
v3.24.2.u1
Reportable Segments - Schedule of Revenue by Contract Type (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues $ 236,326 $ 222,638 $ 449,621 $ 406,955
INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 100,845 96,728 191,096 184,938
BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 63,607 54,032 123,582 106,878
GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 71,874 71,878 134,943 115,139
Cost-reimbursable contracts        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 212,115 202,129 405,778 369,837
Cost-reimbursable contracts | INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 96,738 93,185 183,167 177,042
Cost-reimbursable contracts | BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 46,778 38,670 92,511 79,294
Cost-reimbursable contracts | GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 68,599 70,274 130,100 113,501
Fixed-unit price contracts        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 24,211 20,509 43,843 37,118
Fixed-unit price contracts | INF        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 4,107 3,543 7,929 7,896
Fixed-unit price contracts | BTS        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues 16,829 15,362 31,071 27,584
Fixed-unit price contracts | GEO        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Gross revenues $ 3,275 $ 1,604 $ 4,843 $ 1,638
v3.24.2.u1
Stockholders' Equity (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 29, 2024
Jul. 01, 2023
Jun. 29, 2024
Jul. 01, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning balance $ 783,280 $ 719,870 $ 775,795 $ 694,240
Other comprehensive loss (176) (191) (677) (191)
Ending balance 802,599 $ 741,148 802,599 $ 741,148
Accumulated Other Comprehensive Loss        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Beginning balance     (18)  
Ending balance $ (695)   $ (695)  

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