NV5 Global, Inc. - Quarter Report: 2025 March (Form 10-Q)

) ) Other comprehensive loss— — — ()— ()Net income— — — — Balance, March 30, 2024 $ $ $()$ $ Balance, December 28, 2024 $ $ $()$ $ Stock-based compensation— — — — Restricted stock issuance, net ()— — Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation()— ()— — ()Stock issuance for acquisitions — — $

Note 6 –

$ Less: allowance for doubtful accounts()()Billed receivables, net$ $ Unbilled receivables$ $ Less: allowance for doubtful accounts()()Unbilled receivables, net$ $

Note 7 –

$ Computer equipment Survey and field equipment Leasehold improvements Total Less: accumulated depreciation()()Property and equipment, net$ $

Depreciation expense was $ and $ for the three months ended March 29, 2025 and March 30, 2024, respectively, of which $ and $ was included in other direct costs for each of the three months ended March 29, 2025 and March 30, 2024.

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Note 8 –

$ $ $ $ BTS GEO Total$ $ $ $ $

No goodwill from acquisitions completed during the three months ended March 29, 2025 is expected to be deductible for income tax purposes. During the three months ended March 29, 2025, the Company recorded purchase price adjustments of $ that increased goodwill related to 2024 acquisitions.

Intangible Assets

$()$ $ $()$

Trade name(2)

() ()

Customer backlog(3)

() ()

Non-compete(4)

() ()

Developed technology(5)

() () Total finite-lived intangible assets$ $()$ $ $()$

(1) Amortized on a straight-line or sum-of-the-years' digits basis over estimated lives ( to years)

(2) Amortized on a straight-line basis over their estimated lives ( to years)

(3) Amortized on a straight-line basis over their estimated lives ( to years)

(4) Amortized on a straight-line basis over their contractual lives ( to years)

(5) Amortized on a straight-line basis over their estimated lives ( to years)

years, years, year, and years, respectively. Amortization expense was $ and $ during the three months ended March 29, 2025 and March 30, 2024, respectively.

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Note 9 –

$ Accrued vacation Payroll and related taxes Benefits Accrued operating expenses Income tax payable Other Total$ $

Note 10 –

$ Uncollateralized promissory notes Finance leases Other obligations Debt issuance costs, net of amortization()()Total notes payable and other obligations Current portion of notes payable and other obligations Notes payable and other obligations, less current portion$ $

As of March 29, 2025 and December 28, 2024, 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 $ and revolving commitments totaling $ in the aggregate were converted into revolving commitments totaling $ in the aggregate. These revolving commitments are available through August 13, 2026 (the "Maturity Date") and an aggregate amount of approximately $ 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 $ in the aggregate. As of March 29, 2025 and December 28, 2024, the outstanding balance on the Second A&R Credit Agreement was $ and $, 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 March 29, 2025, the Company's weighted average interest rate was %.

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

to 1.00.

These financial covenants also require the Company to maintain a consolidated fixed charge coverage ratio of no less than to 1.00 as of the end of any measurement period. As of March 29, 2025, 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 to 1.00 and available liquidity (defined as unrestricted, domestically held cash plus revolver availability) would be at least $, 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 $. Total amortization of debt issuance costs was $ during each of the three months ended March 29, 2025 and March 30, 2024.

Other Obligations

The Company has aggregate obligations related to acquisitions of $ and $ as of March 29, 2025 and December 28, 2024, respectively. As of March 29, 2025, the Company's weighted average interest rate on other outstanding obligations was %.

Note 11 –

$ Additions for acquisitions Reduction of liability for payments made()()Decrease of liability related to re-measurement of fair value() Total contingent consideration, end of the period Current portion of contingent consideration Contingent consideration, less current portion$ $

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Note 12 –

Note 13 –

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 following the grant date.$ Granted$ Vested()$ Forfeited()$ March 29, 2025$

Stock-based compensation expense relating to restricted stock awards during the three months ended March 29, 2025 and March 30, 2024 was $ and $, respectively. Stock-based compensation expense during the three months ended March 29, 2025 and March 30, 2024 includes $ and $, respectively, of expense related to the Company's liability-classified awards. The total estimated amount of the liability-classified awards for fiscal 2025 is approximately $. Approximately $ of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of years, is unrecognized at March 29, 2025. The total fair value of restricted shares vested during the three months ended March 29, 2025 and March 30, 2024 was $ and $, respectively.

Note 14 –

and $, respectively. Net deferred income tax assets are 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 % and % during the three months ended March 29, 2025 and March 30, 2024, respectively. The difference between the effective income tax rate and the combined statutory federal and state income tax rate was primarily due to a decrease in the recognition of excess tax benefits from stock-based payments during the three months ended March 29, 2025 as compared to the three months ended March 30, 2024.

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Note 15 –

operating and reportable segments as follows:

•Infrastructure ("INF"), which includes the Company's engineering, civil program management, utility services, and conformity assessment practices;

•Building, Technology & Sciences ("BTS"), which includes the Company's clean energy consulting, data center commissioning and consulting, buildings and program management, MEP & technology design, and environmental health sciences practices, and;

•Geospatial Solutions ("GEO"), which includes the Company's geospatial solution practices.

The Company's reportable segments are strategic business units that offer different products and services. The accounting policies of the reportable segments are the same as those described in Note 2, Summary of Significant Accounting Policies. The CODM group 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 CODM group considers budget-to-actual and forecast-to-actual variances on a monthly basis when making decisions about allocating resources.

$ $ $ Less:Direct Labor Indirect Labor Sub-consultant services

Other direct costs(1)

General and administrative expense Depreciation

Other segment items(2)

Total segment income before taxes$ $ $ $

(1) Other direct costs include depreciation expense of $ for the three months ended March 29, 2025.

(2) Other segment items include facilities and facilities related expenses, payroll taxes and benefits expense, and bonus expense.

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

$ $ $ Less:Direct Labor Indirect Labor Sub-consultant services

Other direct costs(1)

General and administrative expense Depreciation

Other segment items(2)

Total segment income before taxes$ $ $ $

(1) Other direct costs include depreciation expense of $ for the three months ended March 30, 2024.

(2) Other segment items include facilities and facilities related expenses, payroll taxes and benefits expense, and bonus expense.


	Three Months Ended
Reconciliation of segment income before taxes	March 29, 2025	March 30, 2024
Total segment income before taxes	$	$
Corporate(1)	()	()
Total income before taxes	$	$

(1) Includes amortization of intangibles, acquisition and integration expenses, interest expense, as well as other costs not allocated to reportable segments. Amortization of intangibles was $ and $ for the three months ended March 29, 2025 and March 30, 2024, respectively.


	Three Months Ended
Reconciliation of other segment disclosures	March 29, 2025	March 30, 2024
Depreciation
Total segment depreciation	$	$
Corporate
Total depreciation	$	$


	March 29, 2025	December 28, 2024
Assets
INF	$	$
BTS
GEO
Corporate(1)
Total assets	$	$

(1) Corporate assets consist of certain intercompany eliminations and assets not allocated to segments including cash and cash equivalents, right-of-use lease assets, and certain other assets.

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

$ $ $ $ $ $ $ Foreign Total gross revenues$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Private sector Total gross revenues$ $ $ $ $ $ $ $ $ $ $ $ $ $ $ Fixed-unit price contracts Total gross revenues$ $ $ $ $ $ $ $

Note 16 –

)Other comprehensive income Foreign currency translation adjustments balance, March 29, 2025$()

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 28, 2024, 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 28, 2024 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 three acquisitions during 2025. The aggregate purchase price for the three acquisitions was $9,397, including $4,748 in cash, $2,291 in the form of a promissory note, $1,688 in common stock, and a potential earn-out of up to $1,000 payable in cash, which has been recorded at an estimated fair value of $670. 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 values of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The 2025 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 certain other liabilities.

Segments

Our operations are organized into three operating and reportable segments:

•Infrastructure ("INF") – includes our engineering, civil program management, utility services, and conformity assessment practices;

•Building, Technology & Sciences ("BTS") – includes our clean energy consulting, data center commissioning and consulting, buildings and program management, MEP & technology design practices, and environmental health sciences 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 the Condensed Consolidated Financial Statements included elsewhere herein.

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 2024 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):


	March 29, 2025		March 30, 2024
Gross revenues	$	234,045	$	212,558
Direct costs	110,844		100,818
Gross profit	123,201		111,740
Operating expenses	118,826		107,439
Income from operations	4,375		4,301
Interest expense	(3,545)		(4,191)
Income tax expense	(402)		(33)
Net income	$	428	$	77

Three Months Ended March 29, 2025 Compared to the Three Months Ended March 30, 2024

Gross Revenues

Our consolidated gross revenues increased by $21,487, or 10.1%, for the three months ended March 29, 2025 compared to the three months ended March 30, 2024. The increase in gross revenues was primarily due to incremental gross revenues of $10,177 from acquisitions completed since the first quarter of 2024 and organic increases in our international engineering and consulting services of $6,551, infrastructure services of $6,344, and real estate transaction services of $2,215. These increases were partially offset by decreases in our energy and technology services of $3,201 and environmental health sciences services of $1,247.

Gross Profit

As a percentage of gross revenues, our gross profit margin was 52.6% during each of the three months ended March 29, 2025 and March 30, 2024. As a percentage of gross revenues, direct salaries and wages and other direct costs decreased 1.2% and 0.7%, respectively. These decreases were offset by an increase in sub-consultant services as a percentage of gross revenues of 1.9%. The decrease in other direct costs as a percentage of gross revenues was primarily driven by a mix of business in our international engineering and consulting services. The increase in sub-consultant services as a percentage of gross revenues was primarily driven by a mix of business in our infrastructure services and international engineering and consulting services requiring a higher level of sub-consultant services.

Operating expenses

Our operating expenses increased $11,387, or 10.6%, for the three months ended March 29, 2025 compared to the three months ended March 30, 2024. The increase in operating expenses primarily resulted from increased payroll costs of $7,566, general and administrative expenses of $1,701, and amortization expenses of $1,384. The increase in payroll costs was primarily driven by an increase in employees as compared to the prior year period driven by our 2024 and 2025 acquisitions. The increase in general and administrative expenses was primarily due to incremental expenses from acquisitions of $958 and increases in information technology costs of $879. The increase in amortization expense was driven by acquisitions.

Interest Expense

Our interest expense decreased $646 for the three months ended March 29, 2025 compared to the three months ended March 30, 2024. The decrease in interest expense resulted from a lower weighted average interest rate and a decrease in our Senior Credit Facility indebtedness.

Income taxes

Our effective income tax rate was 48.4% and 30.0% for the three months ended March 29, 2025 and March 30, 2024, respectively. The increase in the effective income tax rate was primarily the result of a decrease in excess tax benefits from stock-based payments.

Net income

Our net income increased $351 for the three months ended March 29, 2025 compared to the three months ended March 30, 2024. The increase was primarily the result of an increase in gross profit of $11,461, partially offset by increases in payroll costs of $7,566, general and administrative expenses of $1,701, and amortization expense of $1,384.

Segment Results of Operations

The following tables set forth summarized financial information concerning our reportable segments (dollars in thousands):


	March 29, 2025		March 30, 2024
Gross revenues
INF	$	100,835	$	90,251
BTS	70,194		59,975
GEO	63,016		62,332

Total gross revenues	$	234,045	$	212,558

Segment income before taxes
INF	$	16,601	$	15,041
BTS	$	11,757	$	10,100
GEO	$	9,860	$	9,625

For additional information regarding our reportable segments, see Note 15, Reportable Segments, of the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Three Months Ended March 29, 2025 Compared to Three Months Ended March 30, 2024

INF Segment

Our gross revenues from INF increased $10,584, or 11.7%, during the three months ended March 29, 2025 compared to the three months ended March 30, 2024. The increase in gross revenues was primarily due to organic increases in our infrastructure services of $6,344 and incremental gross revenues of $3,082 from acquisitions completed since the first quarter of 2024.

Segment income before taxes from INF increased $1,560, or 10.4%, during the three months ended March 29, 2025 compared to the three months ended March 30, 2024. The increase was primarily due to increased gross revenues.

BTS Segment

Our gross revenues from BTS increased $10,219, or 17.0%, during the three months ended March 29, 2025 compared to the three months ended March 30, 2024. The increase in gross revenues was primarily due to organic increases in our international engineering and consulting services of $6,551, incremental gross revenues of $6,034 from acquisitions completed since the first quarter of 2024, and organic increases in our real estate transaction services of $2,215. These increases were partially offset by decreases in our energy and technology services of $3,201.

Segment income before taxes from BTS increased $1,657, or 16.4% during the three months ended March 29, 2025 compared to the three months ended March 30, 2024. The increase was primarily due to increased gross revenues.

GEO Segment

Our gross revenues from GEO increased $684, or 1.1%, during the three months ended March 29, 2025 compared to the three months ended March 30, 2024. The increase in gross revenues was primarily due to incremental gross revenues of $1,060 from acquisitions completed since the first quarter of 2024.

Segment income before taxes from GEO increased $235, or 2.4%, during the three months ended March 29, 2025 compared to the three months ended March 30, 2024. 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.

Operating activities

Net cash provided by operating activities was $38,372 for the three months ended March 29, 2025, compared to $19,554 during the three months ended March 30, 2024. The increase was a result of increases in our net income adjusted for noncash items primarily driven by higher gross revenues and changes in our working capital. The changes in our working capital that contributed to increased cash flows from operations were primarily a result of decreases in unbilled receivables of $18,035 due to timing of project billing cycles, decreases in billed receivables of $2,139, increases in accrued liabilities and other long-term liabilities of $8,758 primarily due to a $5,444 increase in taxes payable, and increases in billings in excess of costs and estimated earnings on uncompleted projects of $2,937 primarily due to project billing cycles. These were partially offset by decreases in accounts payable of $11,706 due to timing of payments.

Investing activities

During the three months ended March 29, 2025 and March 30, 2024, net cash used in investing activities totaled $15,208 and $48,985, respectively. The decrease in cash used in investing activities was primarily a result of decreased cash paid for acquisitions of $40,894, partially offset by an increase in purchases of property and equipment of $7,363 primarily due to the purchase of five aircrafts, previously recognized as equipment operating leases, totaling $8,000 for our GEO segment during the three months ended March 29, 2025.

Financing activities

Net cash flows used by financing activities totaled $20,389 during the three months ended March 29, 2025 compared to net cash flows provided by financing activities of $29,595 during the three months ended March 30, 2024. The decrease was primarily a result of decreased borrowings on our Senior Credit Facility of $27,000 and an increase of payments on our Senior Credit Facility of $26,000 during the three months ended March 29, 2025.

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 March 29, 2025 and December 28, 2024, the outstanding balance on the Second A&R Credit Agreement was $214,750 and $232,750, 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 March 29, 2025 our weighted average interest rate was 5.9%.

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 March 29, 2025, 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 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 during each of the three months ended March 29, 2025, and March 30, 2024.

Other Obligations

We have aggregate obligations related to acquisitions of $6,010, $5,483, $1,473, $1,225, and $538 due in the remainder of fiscal 2025, 2026, 2027, 2028, and 2029 respectively. As of March 29, 2025, our weighted average interest rate on other outstanding obligations was 2.8%.

Recently Issued Accounting Pronouncements

For information on recently issued accounting pronouncements, see Note 3, Recently Issued Accounting Pronouncements, of the Notes to the Condensed 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 ongoing conflict involving Russia and the Ukraine or the war involving Israel and Hamas (including an escalation or geographical expansion of these conflicts in the Red Sea region), 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, insurance rates, recessions, and changing government policies, laws and regulations, including those relating to tariffs and energy efficiency,

•the U.S. government and other governmental and quasi-governmental budgetary and funding approval process, including as a result of the incoming Administration and its establishment of the Department of Government Efficiency,

•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 28, 2024. 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 28, 2024 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 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 March 29, 2025, there was $214,750 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 $2,148 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 March 29, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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 28, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Recent Sales of Unregistered Securities

During the three months ended March 29, 2025, the Company issued the following securities that were not registered under the Securities Act (amounts in thousands, except share data):

On February 10, 2025, we agreed to issue up to $2,500 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 March 12, 2025, we agreed to issue up to $400 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 March 19, 2025, we agreed to issue up to $150 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

The following table summarizes the purchases of shares of our common stock made by us during the three months ended March 29, 2025 (in thousands, except for share data and average price per share):


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
12/29/2024 - 1/25/2025	—	$	—	—	$	—
1/26/2025 - 2/22/2025	—	$	—	—	$	—
2/23/2025 - 3/29/2025	35,394	$	17.39	—	$	—

(1) Represents purchases of common stock tendered by employees to satisfy required tax withholding obligations arising from the vesting of restricted shares of common stock. These shares were not purchased as part of a publicly announced program to purchase common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

The Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), originally expected to be held in June 2025, will be rescheduled for a date that will be prior to mid-December. Because the 2025 Annual Meeting will be held more than 30 days from the anniversary date of the Company's 2024 Annual Meeting of Stockholders, the deadlines set forth in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on April 29, 2024 for stockholder proposals and director nominations for consideration at the 2025 Annual Meeting no longer apply. The new deadline for stockholder proposals and director nominations is expected to be the later of 90 days prior to the 2025 Annual Meeting or 10 days after the Company announces the date for the 2025 Annual Meeting, and will be included in the announcement of such date.

ITEM 6. EXHIBITS.


Number						Description
31.1*						Certification of Executive Chairman pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002
32.1**						Certifications of Executive Chairman and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002
101.INS						XBRL Instance Document
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document

* 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.

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: May 2, 2025			Edward Codispoti Chief Financial Officer (Principal Financial and Accounting Officer)

NV5 Global, Inc. - Quarter Report: 2025 March (Form 10-Q)

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