SEC Form 10-Q filed by NV5 Global Inc.

5/2/25 9:39:26 AM ET

$NVEE

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nvee-20250329

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 March 29, 2025


☐			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)

_______________________________________________________

Delaware

45-3458017

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

200 South Park Road,

Suite 350

Hollywood,

Florida

33021

(Address of principal executive offices)

(Zip Code)

(954) 495-2112

(Registrant’s telephone number, including area code)

_______________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

NVEE

The 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 April 25, 2025, there were 65,646,838 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	1

	C ondensed C onsolidated Balance Sheets (unaudited)	1

	C ondensed C onsolidated Statements of Net Income and Comprehensive Income (unaudited)	2

	C onde nsed C onsolidated Statement of Changes in Stockholders’ Equity (unaudited)	3

	C ondensed C onsolidated Statements of Cash Flows (unaudited)	4

	Notes to the Condensed Consolidated Financial Statements (unaudited)	6

ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29
ITEM 4	CONTROLS AND PROCEDURES	29

PART II – OTHER INFORMATION

ITEM 1	LEGAL PROCEEDINGS	31
ITEM 1A	RISK FACTORS	31
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	31
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	31
ITEM 4	MINE SAFETY DISCLOSURES	31
ITEM 5	OTHER INFORMATION	32
ITEM 6	EXHIBITS	33

SIGNATURES		34

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NV5 Global, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share data)


	March 29, 2025		December 28, 2024
Assets
Current assets:
Cash and cash equivalents	$	53,212	$	50,361
Billed receivables, net	194,610		198,569
Unbilled receivables, net	129,621		141,926
Prepaid expenses and other current assets	23,268		20,155
Total current assets	400,711		411,011
Property and equipment, net	64,392		56,722
Right-of-use lease assets, net	33,932		32,099
Intangible assets, net	197,191		206,592
Goodwill	581,124		579,337
Deferred income tax assets, net	31,854		27,277
Other assets	2,827		2,318
Total assets	$	1,312,031	$	1,315,356

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	69,122	$	81,937
Accrued liabilities	66,656		52,208

Billings in excess of costs and estimated earnings on uncompleted contracts	58,971		56,867
Other current liabilities	2,623		2,493
Current portion of contingent consideration	9,233		5,554
Current portion of notes payable and other obligations	8,307		11,195
Total current liabilities	214,912		210,254
Contingent consideration, less current portion	3,620		7,196
Other long-term liabilities	25,503		23,284
Notes payable and other obligations, less current portion	225,016		241,608

Total liabilities	469,051		482,342

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; 180,000,000 shares authorized, 65,646,834 and 65,115,824 shares issued and outstanding as of March 29, 2025 and December 28, 2024, respectively	657		651
Additional paid-in capital	547,730		538,568
Accumulated other comprehensive loss	(323)		(693)
Retained earnings	294,916		294,488
Total stockholders’ equity	842,980		833,014
Total liabilities and stockholders’ equity	$	1,312,031	$	1,315,356

See accompanying notes to the condensed consolidated financial statements (unaudited).

NV5 Global, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands, except share data)


	Three Months Ended
		March 29, 2025		March 30, 2024
Gross revenues		$	234,045	$	212,558

Direct costs:
Salaries and wages		59,246		56,454
Sub-consultant services		39,158		31,611
Other direct costs		12,440		12,753
Total direct costs		110,844		100,818

Gross profit		123,201		111,740

Operating expenses:
Salaries and wages, payroll taxes, and benefits		73,000		65,434
General and administrative		23,944		22,243
Facilities and facilities related		6,264		5,960
Depreciation and amortization		15,618		13,802
Total operating expenses		118,826		107,439

Income from operations		4,375		4,301

Interest expense		(3,545)		(4,191)

Income before income tax expense		830		110
Income tax expense		(402)		(33)
Net income		$	428	$	77

Earnings per share:
Basic		$	0.01	$	—
Diluted		$	0.01	$	—

Weighted average common shares outstanding:
Basic		62,252,687		61,068,605
Diluted		63,253,555		62,536,103

Comprehensive income (loss):
Net income		$	428	$	77
Foreign currency translation income (loss), net of tax		370		(501)
Comprehensive income (loss)		$	798	$	(424)

See accompanying notes to the condensed consolidated financial statements (unaudited).

NV5 Global, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share data)


	Three Months Ended
	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings
	Shares	Amount								Total
Balance, December 30, 2023	63,581,020	$	636	$	507,779	$	(18)	$	266,509	$	774,906
Stock-based compensation	—	—		5,718		—		—		5,718
Restricted stock issuance, net	160,008	1		(1)		—		—		—

Stock issuance for acquisitions	74,604	1		1,859		—		—		1,860


Other comprehensive loss	—	—		—		(501)		—		(501)
Net income	—	—		—		—		77		77
Balance, March 30, 2024	63,815,632	$	638	$	515,355	$	(519)	$	266,586	$	782,060

Balance, December 28, 2024	65,115,824	$	651	$	538,568	$	(693)	$	294,488	$	833,014
Stock-based compensation	—	—		5,770		—		—		5,770
Restricted stock issuance, net	356,182	4		(4)		—		—		—
Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation	(35,394)	—		(615)		—		—		(615)
Stock issuance for acquisitions	210,222	2		4,011		—		—		4,013


Other comprehensive income	—	—		—		370		—		370
Net income	—	—		—		—		428		428
Balance, March 29, 2025	65,646,834	$	657	$	547,730	$	(323)	$	294,916	$	842,980

See accompanying notes to the condensed consolidated financial statements (unaudited).

NV5 Global, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


	Three Months Ended
	March 29, 2025		March 30, 2024
Cash flows from operating activities:
Net income	$	428	$	77
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	17,377		15,363
Non-cash lease expense	3,183		3,293
Provision for doubtful accounts	111		491
Stock-based compensation	6,770		6,666
Change in fair value of contingent consideration	(417)		—
Gain on disposals of property and equipment	(157)		(3)
Other	33		(67)
Deferred income taxes	(5,091)		(4,940)
Amortization of debt issuance costs	185		185
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables	9,422		7,283
Unbilled receivables	12,445		(5,590)
Prepaid expenses and other assets	(2,244)		1,496
Accounts payable	(14,939)		(3,233)
Accrued liabilities and other long-term liabilities	9,122		364

Billings in excess of costs and estimated earnings on uncompleted contracts	2,020		(917)
Contingent consideration	(7)		(815)
Other current liabilities	131		(99)
Net cash provided by operating activities	38,372		19,554

Cash flows from investing activities:
Cash paid for acquisitions (net of cash received from acquisitions)	(4,440)		(45,334)
Proceeds from sale of assets	268		22
Purchase of property and equipment	(11,036)		(3,673)
Net cash used in investing activities	(15,208)		(48,985)

Cash flows from financing activities:

Borrowings from Senior Credit Facility	8,000		35,000
Payments on notes payable and other obligations	(1,631)		(4,380)
Payments of contingent consideration	(143)		(1,025)
Payments on borrowings from Senior Credit Facility	(26,000)		—

Purchases of common stock tendered by employees to satisfy the required withholding taxes related to stock-based compensation	(615)		—

Net cash (used) provided by financing activities	(20,389)		29,595

Effect of exchange rate changes on cash and cash equivalents	76		(222)

Net increase (decrease) in cash and cash equivalents	2,851		(58)
Cash and cash equivalents – beginning of period	50,361		44,824
Cash and cash equivalents – end of period	$	53,212	$	44,766

See accompanying notes to the condensed consolidated financial statements (unaudited).

NV5 Global, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


	Three Months Ended
	March 29, 2025		March 30, 2024
Non-cash investing and financing activities:
Contingent consideration (earn-out)	$	670	$	2,821
Notes payable and other obligations issued for acquisitions	$	2,291	$	465
Stock issuance for acquisitions	$	4,013	$	1,860

Finance leases	$	—	$	903

See accompanying notes to the condensed consolidated financial statements (unaudited).

Table of Contents

NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED 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 services	●	Commissioning
●	LNG services	●	Building program management
●	Engineering	●	Environmental health & safety
●	Civil program management	●	Real estate transaction services
●	Surveying	●	Energy efficiency & clean energy services
●	Conformity assessment	●	Mission critical services
●	Code compliance consulting	●	3D geospatial data modeling
●	Forensic services	●	Environmental & natural resources
●	Litigation support	●	Robotic survey solutions
●	Ecological studies	●	Geospatial 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 condensed 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 condensed 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 condensed 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 28, 2024 (the “2024 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 2025 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.

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

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 March 29, 2025, the Company had $982,707 of remaining performance obligations, of which $802,594 is expected to be recognized over the next 12 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 months ended March 29, 2025 the Company performed services and recognized $22,773 of revenue related to its contract liabilities that existed as of December 28, 2024.

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, 2024, 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, 2024. Furthermore, there were no indicators, events, or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2024 through March 29, 2025.

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

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 three months ended March 29, 2025. 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 28, 2024.

Correction of Previously Issued Financial Statements

As previously disclosed in the Company's Form 10-Q for the quarter ended September 28, 2024, the Company identified out of period misstatements related to the estimated time to complete ("ETC") on acquired percentage-of-completion ("POC") projects related to the February 2023 acquisition of Continental Mapping Acquisition Corp. and its subsidiaries, including Axim Geospatial, LLC (collectively "Axim"). Incorrect ETCs utilized as part of purchase accounting created a misstatement of the Company's unbilled receivables, goodwill, intangible assets (customer relationships, backlog, and non-competes), and billings in excess of costs and estimated earnings on uncompleted contracts. Incorrect ETCs further created a misstatement of accounts payable, accrued liabilities, retained earnings, gross revenues, sub-consultant services, gross profit, amortization expense, income before income tax benefit (expense), income tax benefit (expense), net income, and earnings per share in the consolidated financial statements included in the Form 10-K for the period ending December 30, 2023, the interim periods in the Form 10-Qs filed within fiscal year 2023, and the interim periods in the Form 10-Qs for the quarters ended March 30, 2024, and June 29, 2024. The Company assessed the materiality of the errors, including the presentation on prior period consolidated financial statements, on a qualitative and quantitative basis in accordance with SEC Staff Accounting Bulletin Topics 1.M and 1.N (formerly No. 99, Materiality), codified in Accounting Standards Codification Topic 250, Accounting Changes and Error Corrections.

Based on this assessment, the Company concluded that these errors and the related impacts did not result in a material misstatement of our previously issued consolidated financial statements as of and for the period ending December 30, 2023, the interim periods on the Form 10-Qs filed within fiscal year 2023, and the interim periods on the Form 10-Qs for the quarters ended March 30, 2024, and June 29, 2024. However, correcting the cumulative effect of these errors in the three months ended September 28, 2024 would have a significant effect on the results of operations for the periods. Accordingly, the Company revised its historical financial statements prospectively to correct these errors and to facilitate comparisons of the Company's current results to prior periods. Additionally, comparative prior period amounts in the applicable Notes to the Condensed Consolidated Financial Statements have been revised.

The following tables reflect the effects of the correction on all impacted financial statement line items of the Company's previously reported Condensed Consolidated Financial Statements presented in this Form 10-Q:

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Condensed Consolidated Balance Sheet


	March 30, 2024
	As Reported		Adjustments		As Corrected
Assets
Current assets:
Cash and cash equivalents	$	44,766	$	—	$	44,766
Billed receivables, net	149,206		—		149,206
Unbilled receivables, net	120,705		(2,104)		118,601
Prepaid expenses and other current assets	17,435		—		17,435
Total current assets	332,112		(2,104)		330,008
Property and equipment, net	54,103		—		54,103
Right-of-use lease assets, net	37,942		—		37,942
Intangible assets, net	246,074		(15,363)		230,711
Goodwill	536,908		25,225		562,133
Deferred income tax assets, net	2,339		8,990		11,329
Other assets	2,479		—		2,479
Total assets	$	1,211,957	$	16,748	$	1,228,705

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	52,781	$	(116)	$	52,665
Accrued liabilities	53,999		(210)		53,789

Billings in excess of costs and estimated earnings on uncompleted contracts	40,212		18,294		58,506
Other current liabilities	2,167		—		2,167
Current portion of contingent consideration	3,436		—		3,436
Current portion of notes payable and other obligations	9,634		—		9,634
Total current liabilities	162,229		17,968		180,197
Contingent consideration, less current portion	1,610		—		1,610
Other long-term liabilities	27,564		—		27,564
Notes payable and other obligations, less current portion	237,274		—		237,274

Total liabilities	428,677		17,968		446,645

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; 180,000,000 shares authorized, 63,815,632 shares issued and outstanding as of March 30, 2024	638		—		638
Additional paid-in capital	515,355		—		515,355
Accumulated other comprehensive loss	(519)		—		(519)
Retained earnings	267,806		(1,220)		266,586
Total stockholders’ equity	783,280		(1,220)		782,060
Total liabilities and stockholders’ equity	$	1,211,957	$	16,748	$	1,228,705

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Condensed Consolidated Statement of Net Income and Comprehensive Income


	Three Months Ended
	March 30, 2024
	As Reported		Adjustments		As Corrected
Gross revenues	$	213,295	$	(737)	$	212,558

Direct costs:
Salaries and wages	56,454		—		56,454
Sub-consultant services	31,260		351		31,611
Other direct costs	12,753		—		12,753
Total direct costs	100,467		351		100,818

Gross profit	112,828		(1,088)		111,740

Operating expenses:
Salaries and wages, payroll taxes, and benefits	65,434		—		65,434
General and administrative	22,243		—		22,243
Facilities and facilities related	5,960		—		5,960
Depreciation and amortization	14,482		(680)		13,802
Total operating expenses	108,119		(680)		107,439

Income from operations	4,709		(408)		4,301

Interest expense	(4,191)		—		(4,191)

Income before income tax (expense) benefit	518		(408)		110
Income tax (expense) benefit	(110)		77		(33)
Net income	$	408	$	(331)	$	77

Earnings per share:
Basic	$	0.01	$	(0.01)	$	—
Diluted	$	0.01	$	(0.01)	$	—

Weighted average common shares outstanding:
Basic	61,068,605		—		61,068,605
Diluted	62,536,103		—		62,536,103

Comprehensive income (loss):
Net income	$	408	$	(331)	$	77
Foreign currency translation losses, net of tax	(501)		—		(501)
Comprehensive income (loss)	$	(93)	$	(331)	$	(424)

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Condensed Consolidated Statement of Cash Flows


	Three Months Ended
	March 30, 2024
	As Reported		Adjustments		As Corrected
Cash flows from operating activities:
Net income	$	408	$	(331)	$	77
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	16,043		(680)		15,363
Non-cash lease expense	3,293		—		3,293
Provision for doubtful accounts	491		—		491
Stock-based compensation	6,666		—		6,666

Gain on disposals of property and equipment	(3)		—		(3)
Other	(67)		—		(67)
Deferred income taxes	(5,175)		235		(4,940)
Amortization of debt issuance costs	185		—		185
Changes in operating assets and liabilities, net of impact of acquisitions:
Billed receivables	7,283		—		7,283
Unbilled receivables	(5,727)		137		(5,590)
Prepaid expenses and other assets	1,496		—		1,496
Accounts payable	(3,584)		351		(3,233)
Accrued liabilities and other long-term liabilities	675		(311)		364

Billings in excess of costs and estimated earnings on uncompleted contracts	(1,516)		599		(917)
Contingent consideration	(815)		—		(815)
Other current liabilities	(99)		—		(99)
Net cash provided by operating activities	19,554		—		19,554

Cash flows from investing activities:
Cash paid for acquisitions (net of cash received from acquisitions)	(45,334)		—		(45,334)
Proceeds from sale of assets	22		—		22
Purchase of property and equipment	(3,673)		—		(3,673)
Net cash used in investing activities	(48,985)		—		(48,985)

Cash flows from financing activities:

Borrowings from Senior Credit Facility	35,000		—		35,000
Payments on notes payable and other obligations	(4,380)		—		(4,380)
Payments of contingent consideration	(1,025)		—		(1,025)




Net cash provided by financing activities	29,595		—		29,595

Effect of exchange rate changes on cash and cash equivalents	(222)		—		(222)

Net decrease in cash and cash equivalents	(58)		—		(58)
Cash and cash equivalents – beginning of period	44,824		—		44,824
Cash and cash equivalents – end of period	$	44,766	$	—	$	44,766

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Note 3 – Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

None.

Accounting Pronouncements Not Yet 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 and on March 27, 2025, the SEC voted to end its defense of such legal challenge.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures ("ASU 2024-03"). This ASU requires disclosure of specified information about certain costs and expenses. The amendments in this update also provide guidance on the disaggregation of certain expense captions presented on the face of the Company's income statement into specified categories in the Notes of the Consolidated Financial Statements. The new disclosure requirements are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of adopting ASU 2024-03 on its current disclosures.

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.

On September 25, 2024, the Company announced a 4-for-1 forward split (the "Stock Split") of its common stock, par value $0.01 per share (the "Common Stock"), to be effected through an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Amendment"). The Amendment also effected a proportionate increase in the number of shares of authorized Common Stock and became effective at 4:30 p.m. Eastern Time on October 9, 2024. As a result of the Stock Split, each holder of record of Common Stock as of the close of business on October 9, 2024 received three additional shares of Common Stock after the close of trading on October 10, 2024. Trading in the Common Stock commenced on a split-adjusted basis on October 11, 2024.

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

The weighted average number of shares outstanding in calculating basic earnings per share for the three months ended March 29, 2025 and March 30, 2024 exclude 2,711,338 and 2,639,061 non-vested restricted shares, respectively. During the three months ended March 29, 2025 and March 30, 2024 there were 351,231 and 22,238 weighted average shares, respectively, which are not included in the calculation of diluted weighted average shares outstanding because their impact is anti-dilutive or their performance conditions have not been met.

The following table represents a reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share:


	Three Months Ended
		March 29, 2025		March 30, 2024
Numerator:
Net income – basic and diluted		$	428	$	77

Denominator:
Basic weighted average shares outstanding		62,252,687		61,068,605
Effect of dilutive non-vested restricted shares and units		931,985		1,359,298
Effect of issuable shares related to acquisitions		68,883		108,200
Diluted weighted average shares outstanding		63,253,555		62,536,103

Note 5 – Business Acquisitions

2025 Acquisitions

The Company has 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 the Company's 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.

2024 Acquisitions

The Company completed eleven acquisitions during 2024. The aggregate purchase price for the eleven acquisitions was $86,852, including $66,053 in cash, $3,059 in the form of promissory notes, $5,859 in the Company's common stock, and potential earn-outs of up to $17,475 payable in cash and stock, which have been recorded at an estimated fair value of $11,881. 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 certain other liabilities.

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED 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 three months ended March 29, 2025 and the fiscal year ended December 28, 2024:


	2025		2024
	Total		Total
Cash	$	308	$	2,134
Billed and unbilled receivables, net	5,836		10,201
Right-of-use assets	815		3,386
Property and equipment	184		1,762
Prepaid expenses	1,301		1,108
Other assets	75		65
Intangible assets:
Customer relationships	1,841		35,048
Trade name	38		1,272
Customer backlog	1,097		6,334

Non-compete	446		3,694
Total Assets	$	11,941	$	65,004
Liabilities	(3,403)		(7,399)
Deferred tax liabilities	(513)		(376)
Net assets acquired	$	8,025	$	57,229

Consideration paid (Cash, Notes and/or stock)	$	8,727	$	74,971
Contingent earn-out liability (Cash and stock)	670		11,881
Total Consideration	$	9,397	$	86,852
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)	$	1,372	$	29,623

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 condensed 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 months ended March 29, 2025 and March 30, 2024.


	Three Months Ended
		March 29, 2025		March 30, 2024
Gross revenues		$	2,373	$	5,660
Income (loss) before income taxes		$	(70)	$	2,076

General and administrative expenses for the three months ended March 29, 2025 and March 30, 2024 include acquisition-related costs pertaining to the Company's acquisition activities. Acquisition-related costs were not material to the Company's condensed consolidated financial statements.

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED 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 months ended March 29, 2025 and March 30, 2024 as if the fiscal 2025 and 2024 acquisitions had occurred at the beginning of fiscal year 2024. 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 2024 or (ii) future results of operations:


	Three Months Ended
		March 29, 2025		March 30, 2024
Gross revenues		$	236,263	$	227,814
Net income		$	428	$	491
Basic earnings per share		$	0.01	$	0.01
Diluted earnings per share		$	0.01	$	0.01

Note 6 – Billed and Unbilled Receivables

Billed and unbilled receivables consists of the following:


	March 29, 2025		December 28, 2024
Billed receivables	$	198,889	$	202,729
Less: allowance for doubtful accounts	(4,279)		(4,160)
Billed receivables, net	$	194,610	$	198,569

Unbilled receivables	$	130,506	$	142,835
Less: allowance for doubtful accounts	(885)		(909)
Unbilled receivables, net	$	129,621	$	141,926

Note 7 – Property and Equipment, net

Property and equipment, net, consists of the following:


	March 29, 2025		December 28, 2024
Office furniture and equipment	$	4,129	$	4,090
Computer equipment	39,994		38,940
Survey and field equipment	85,919		75,506
Leasehold improvements	7,480		7,330
Total	137,522		125,866
Less: accumulated depreciation	(73,130)		(69,144)
Property and equipment, net	$	64,392	$	56,722

Depreciation expense was $4,553 and $3,923 for the three months ended March 29, 2025 and March 30, 2024, respectively, of which $1,759 and $1,561 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 – Goodwill and Intangible Assets

Goodwill

The changes in the carrying value by reportable segment for the three months ended March 29, 2025 were as follows:


	Three Months Ended
	December 28, 2024		2025 Acquisitions		Adjustments		Foreign Currency Translation of non-USD functional currency goodwill		March 29, 2025
INF	$	107,821	$	961	$	—	$	—	$	108,782
BTS	126,344		411		123		27		126,905
GEO	345,172		—		—		265		345,437
Total	$	579,337	$	1,372	$	123	$	292	$	581,124

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 $123 that increased goodwill related to 2024 acquisitions.

Intangible Assets

Intangible assets, net, as of March 29, 2025 and December 28, 2024 consist of the following:


	March 29, 2025						December 28, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Amount		Gross Carrying Amount		Accumulated Amortization		Net Amount
Finite-lived intangible assets:
Customer relationships(1)	$	334,472	$	(158,514)	$	175,958	$	332,631	$	(149,368)	$	183,263
Trade name(2)	23,694		(21,252)		2,442		23,656		(20,719)		2,937
Customer backlog(3)	40,841		(38,106)		2,735		39,743		(36,922)		2,821
Non-compete(4)	18,961		(15,070)		3,891		18,515		(14,525)		3,990
Developed technology(5)	39,153		(26,988)		12,165		39,153		(25,572)		13,581
Total finite-lived intangible assets	$	457,121	$	(259,930)	$	197,191	$	453,698	$	(247,106)	$	206,592

(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 three months ended March 29, 2025 consist of customer relationships, trade name, customer backlog, and non-competes with weighted average lives of 2.8 years, 2.0 years, 1.0 year, and 3.6 years, respectively. Amortization expense was $12,824 and $11,440 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 Liabilities

Accrued liabilities consist of the following:


	March 29, 2025		December 28, 2024
Current portion of lease liability	$	12,727	$	13,423
Accrued vacation	5,442		4,901
Payroll and related taxes	20,478		10,782
Benefits	2,524		3,567
Accrued operating expenses	10,159		8,612
Income tax payable	11,865		7,458
Other	3,461		3,465
Total	$	66,656	$	52,208

Note 10 – Notes Payable and Other Obligations

Notes payable and other obligations consists of the following:


	March 29, 2025		December 28, 2024
Senior credit facility	$	214,750	$	232,750
Uncollateralized promissory notes	14,240		13,199
Finance leases	4,832		5,213
Other obligations	489		2,814
Debt issuance costs, net of amortization	(988)		(1,173)
Total notes payable and other obligations	233,323		252,803
Current portion of notes payable and other obligations	8,307		11,195
Notes payable and other obligations, less current portion	$	225,016	$	241,608

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 $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 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 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 5.9%.

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

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 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 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

The Company has aggregate obligations related to acquisitions of $14,729 and $16,013 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 2.8%.

Note 11 – Contingent Consideration

The following table summarizes the changes in the carrying value of estimated contingent consideration:


	March 29, 2025		December 28, 2024
Contingent consideration, beginning of the year	$	12,750	$	4,065
Additions for acquisitions	670		11,881
Reduction of liability for payments made	(150)		(3,790)
Decrease of liability related to re-measurement of fair value	(417)		594
Total contingent consideration, end of the period	12,853		12,750
Current portion of contingent consideration	9,233		5,554
Contingent consideration, less current portion	$	3,620	$	7,196

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NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED 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 March 29, 2025, 6,941,463 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 three months ended March 29, 2025:


	Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units	Weighted Average Grant Date Fair Value
December 28, 2024	3,100,945	$	25.96
Granted	399,674	$	17.85
Vested	(257,304)	$	29.50
Forfeited	(43,492)	$	25.05
March 29, 2025	3,199,823	$	24.67

Stock-based compensation expense relating to restricted stock awards during the three months ended March 29, 2025 and March 30, 2024 was $6,770 and $6,666, respectively. Stock-based compensation expense during the three months ended March 29, 2025 and March 30, 2024 includes $1,000 and $948, 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 $9,158. Approximately $38,680 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 1.64 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 $4,537 and $2,593, respectively.

Note 14 – Income Taxes

As of March 29, 2025 and December 28, 2024, the Company had net deferred income tax assets of $31,854 and $27,277, 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 48.4% and 30.0% 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)

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 2021 through 2024 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 16% for FY2025 and 15% for FY2024 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 Pillar Two had no impact to our 2024 ETR and we do not currently expect Pillar Two to significantly impact our ETR in 2025.

Note 15 – Reportable Segments

The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting” (“Topic No. 280”). The Company's chief operating decision maker ("CODM") group is comprised of the Company's Executive Chairman, Chief Executive Officer, and Chief Executive Officer of Infrastructure. The Company is organized into three 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. The following tables set forth summarized financial information concerning our reportable segments:


	Three Months Ended
	March 29, 2025
	INF		BTS		GEO		Total
Gross revenues	$	100,835	$	70,194	$	63,016	$	234,045
Less:
Direct Labor	28,695		17,785		12,766		59,246
Indirect Labor	16,150		13,575		13,151		42,876
Sub-consultant services	15,471		14,329		9,358		39,158
Other direct costs(1)	5,060		1,367		6,013		12,440
General and administrative expense	6,965		3,859		3,954		14,778
Depreciation	1,034		359		590		1,983
Other segment items(2)	10,859		7,163		7,324		25,346
Total segment income before taxes	$	16,601	$	11,757	$	9,860	$	38,218

(1) Other direct costs include depreciation expense of $1,759 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.

Table of Contents

NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)


	Three Months Ended
	March 30, 2024
	INF		BTS		GEO		Total
Gross revenues	$	90,251	$	59,975	$	62,332	$	212,558
Less:
Direct Labor	26,889		15,387		14,178		56,454
Indirect Labor	12,879		11,440		12,834		37,153
Sub-consultant services	13,238		10,777		7,596		31,611
Other direct costs(1)	5,136		2,234		5,383		12,753
General and administrative expense	6,483		3,644		4,139		14,266
Depreciation	821		309		793		1,923
Other segment items(2)	9,764		6,084		7,784		23,632
Total segment income before taxes	$	15,041	$	10,100	$	9,625	$	34,766

(1) Other direct costs include depreciation expense of $1,561 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	$	38,218	$	34,766
Corporate(1)	(37,388)		(34,656)
Total income before taxes	$	830	$	110

(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 $12,824 and $11,440 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	$	3,742	$	3,484
Corporate	811		439
Total depreciation	$	4,553	$	3,923


	March 29, 2025		December 28, 2024
Assets
INF	$	298,982	$	298,967
BTS	278,627		271,351
GEO	594,234		614,925
Corporate(1)	140,188		130,113
Total assets	$	1,312,031	$	1,315,356

(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.

Substantially all of the Company's assets are located in the United States.

Table of Contents

NV5 Global, Inc. and Subsidiaries

NOTES TO THE CONDENSED 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 March 29, 2025								Three Months Ended March 30, 2024
	INF		BTS		GEO		Total		INF		BTS		GEO		Total
United States	$	100,835	$	48,825	$	57,330	$	206,990	$	90,251	$	47,373	$	58,530	$	196,154
Foreign	—		21,369		5,686		27,055		—		12,602		3,802		16,404
Total gross revenues	$	100,835	$	70,194	$	63,016	$	234,045	$	90,251	$	59,975	$	62,332	$	212,558

Gross revenue by customer were as follows:


	Three Months Ended March 29, 2025								Three Months Ended March 30, 2024
	INF		BTS		GEO		Total		INF		BTS		GEO		Total
Public and quasi-public sector	$	73,929	$	17,484	$	46,988	$	138,401	$	66,891	$	15,059	$	50,081	$	132,031
Private sector	26,906		52,710		16,028		95,644		23,360		44,916		12,251		80,527
Total gross revenues	$	100,835	$	70,194	$	63,016	$	234,045	$	90,251	$	59,975	$	62,332	$	212,558

Gross revenues by contract type were as follows:


	Three Months Ended March 29, 2025								Three Months Ended March 30, 2024
	INF		BTS		GEO		Total		INF		BTS		GEO		Total
Cost-reimbursable contracts	$	95,290	$	50,872	$	61,024	$	207,186	$	86,429	$	45,733	$	60,764	$	192,926
Fixed-unit price contracts	5,545		19,322		1,992		26,859		3,822		14,242		1,568		19,632
Total gross revenues	$	100,835	$	70,194	$	63,016	$	234,045	$	90,251	$	59,975	$	62,332	$	212,558

Note 16 – Stockholders' Equity

Accumulated Other Comprehensive Income (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 Income (Loss)
Foreign currency translation adjustments balance, December 28, 2024	$	(693)
Other comprehensive income	370
Foreign currency translation adjustments balance, March 29, 2025	$	(323)

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):


	Three Months Ended
	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):


	Three Months Ended
	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.

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)

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9/13/2023		Outperform	William Blair
5/5/2023	$125.00	Hold → Buy	Maxim Group
1/10/2022		Outperform → Neutral	Baird
1/10/2022	$127.00	Outperform → Neutral	Robert W. Baird

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