10-Q

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 July 1, 2017

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

Commission File Number 001-35849

NV5 Global, Inc.

(Exact name of registrant as specified in its charter)

Delaware	45-3458017
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
200 South Park Road, Suite 350	33021
Hollywood, Florida	(Zip Code)
(Address of principal executive offices)

(954) 495-2112

(Registrant’s telephone number, including area code)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No   ☒

As of August 1, 2017, there were 10,755,185 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
	Consolidated Balance Sheets (unaudited)	1
	Consolidated Statements of Net Income and Comprehensive Income (unaudited)	2
	Consolidated Statement of Changes in Stockholders’ Equity (unaudited)	3
	Consolidated Statements of Cash Flows (unaudited)	4
	Notes to 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	34
ITEM 4	CONTROLS AND PROCEDURES	34
PART II – OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	36
ITEM 1A	RISK FACTORS	36
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	36
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	36
ITEM 4	MINE SAFETY DISCLOSURES	36
ITEM 5	OTHER INFORMATION	36
ITEM 6	EXHIBITS	37
SIGNATURES		38

PART I – FINANCIAL INFORMATION

ITEM 1.         FINANCIAL STATEMENTS.

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share data)

	July 1, 2017		December 31, 2016
Assets
Current assets:
Cash and cash equivalents	$	19,492	$	35,666
Accounts receivable, net of allowance for doubtful accounts of $2,694 and $1,992 as of July 1, 2017 and December 31, 2016, respectively		104,474		75,511
Prepaid expenses and other current assets		3,876		1,874
Total current assets		127,842		113,051
Property and equipment, net		7,888		6,683
Intangible assets, net		71,094		40,861
Goodwill		98,536		59,380
Other assets		1,163		1,511
Total Assets	$	306,523	$	221,486
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	18,945	$	13,509
Accrued liabilities		19,453		17,316
Income taxes payable		781		1,134
Billings in excess of costs and estimated earnings on uncompleted contracts		1,620		228
Client deposits		106		106
Current portion of contingent consideration		2,549		564
Current portion of notes payable and other obligations		11,010		10,764
Total current liabilities		54,464		43,621
Contingent consideration, less current portion		125		1,875
Notes payable and other obligations, less current portion		71,817		21,632
Deferred income tax liabilities, net		22,049		6,197
Total liabilities		148,455		73,325
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding		-		-
Common stock, $0.01 par value; 45,000,000 shares authorized, 10,744,736 and 10,566,528 shares issued and outstanding as of July 1, 2017 and December 31, 2016, respectively		107		106
Additional paid-in capital		121,343		118,026
Retained earnings		36,618		30,029
Total stockholders’ equity		158,068		148,161
Total liabilities and stockholders’ equity	$	306,523	$	221,486

 See accompanying notes to consolidated financial statements (unaudited).

1

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME

(UNAUDITED)

(in thousands, except share data)

	Three Months Ended						Six Months Ended
	July 1,			June 30,			July 1,			June 30,
	2017			2016			2017			2016
Gross revenues	$	83,736		$	55,892		$	147,795		$	100,797
Direct costs (excluding depreciation and amortization):
Salaries and wages		25,663			18,216			47,016			33,470
Sub-consultant services		13,106			8,809			21,056			13,392
Other direct costs		3,607			2,658			6,641			4,902
Total direct costs		42,376			29,683			74,713			51,764
Gross Profit		41,360			26,209			73,082			49,033
Operating Expenses:
Salaries and wages, payroll taxes and benefits		21,110			14,038			39,757			26,479
General and administrative		7,140			4,127			12,569			8,225
Facilities and facilities related		2,991			2,016			5,615			3,737
Depreciation and amortization		3,253			1,439			5,754			2,681
Total operating expenses		34,494			21,620			63,695			41,122
Income from operations		6,866			4,589			9,387			7,911
Other expense:
Interest expense		(279	)		(71	)		(518	)		(140	)
Total other expense		(279	)		(71	)		(518	)		(140	)
Income before income tax expense		6,587			4,518			8,869			7,771
Income tax expense		(2,268	)		(1,659	)		(2,280	)		(2,857	)
Net Income and Comprehensive Income	$	4,319		$	2,859		$	6,589		$	4,914
Earnings per share:
Basic	$	0.42		$	0.33		$	0.65		$	0.59
Diluted	$	0.40		$	0.31		$	0.61		$	0.57
Weighted average common shares outstanding:
Basic		10,171,969			8,793,471			10,127,610			8,262,248
Diluted		10,723,804			9,172,944			10,721,744			8,640,022

 See accompanying notes to consolidated financial statements (unaudited).

2

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share data)

	Common Stock				Additional Paid-In			Retained
	Shares		Amount		Capital			Earnings		Total
Balance, December 31, 2016		10,566,528	$	106	$	118,026		$	30,029	$	148,161
Stock compensation		-		-		1,582			-		1,582
Restricted stock issuance, net		130,016		1		(1	)		-		-
Stock issuance for acquisitions		46,472		-		1,674			-		1,674
Payment of contingent consideration with common stock		1,720		-		62			-		62
Net income		-		-		-			6,589		6,589
Balance, July 1, 2017		10,744,736	$	107	$	121,343		$	36,618	$	158,068

See accompanying notes to consolidated financial statements (unaudited).

3

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	Six Months Ended
	July 1, 2017			June 30, 2016
Cash Flows From Operating Activities:
Net income	$	6,589		$	4,914
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		5,754			2,681
Provision for doubtful accounts		189			212
Stock compensation		1,582			1,049
Change in fair value of contingent consideration		42			87
Loss on disposal property and equipment		-			2
Excess tax benefit from stock based compensation		-			(155	)
Deferred income taxes		286			52
Changes in operating assets and liabilities, net of impact of acquisitions:
Accounts receivable		(8,485	)		(6,419	)
Prepaid expenses and other assets		(355	)		30
Accounts payable		(5	)		3,730
Accrued liabilities		(2,106	)		460
Income taxes payable		(353	)		52
Billings in excess of costs and estimated earnings on uncompleted contracts		1,392			(135	)
Client deposits		(44	)		134
Net cash provided by operating activities		4,486			6,694
Cash Flows From Investing Activities:
Cash paid for acquisitions (net of cash received from acquisitions)		(61,037	)		(24,085	)
Purchase of property and equipment		(991	)		(428	)
Net cash used in investing activities		(62,028	)		(24,513	)
Cash Flows From Financing Activities:
Proceeds from borrowings from Senior Credit Facility		47,000			-
Proceeds from secondary offering		-			51,319
Payments of secondary offering costs		-			(4,075	)
Payments on notes payable		(5,070	)		(2,711	)
Payments of contingent consideration		(562	)		(296	)
Excess tax benefit from stock based compensation		-			155
Proceeds from exercise of unit warrant		-			1,008
Net cash provided by financing activities		41,368			45,400
Net (decrease) increase in Cash and Cash Equivalents		(16,174	)		27,581
Cash and cash equivalents – beginning of period		35,666			23,476
Cash and cash equivalents – end of period	$	19,492		$	51,057

See accompanying notes to consolidated financial statements (unaudited).

4

NV5 Global, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	Six Months Ended
	July 1, 2017		June 30, 2016
Supplemental disclosures of cash flow information:
Cash paid for interest	$	486	$	122
Cash paid for income taxes	$	2,349	$	2,743
Non-cash investing and financing activities:
Contingent consideration (earn-out)	$	818	$	-
Notes payable and other obligations for acquisitions	$	8,950	$	8,833
Stock issuance for acquisitions	$	1,674	$	875
Payment of contingent consideration and other obligations with common stock	$	62	$	163

See accompanying notes to consolidated financial statements (unaudited).

5

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Note 1 - Organization and Nature of Business Operations

Business

NV5 Global, Inc. and its subsidiaries (collectively, the “Company” or “NV5 Global”) is a provider of professional and technical engineering and consulting solutions to public and private sector clients in the infrastructure, energy, construction, real estate and environmental markets, operating out of more than 100 locations nationwide and abroad in Macau, Shanghai, Hong Kong, and Vietnam. 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, planning, design, consulting, permitting, inspection and field supervision, management oversight, forensic engineering, litigation support, condition assessment and compliance certification.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements include the accounts of NV5 Global, Inc. and those of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain all adjustments (consisting of only normal recurring 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 31, 2016. The accompanying consolidated balance sheet as of December 31, 2016 has been derived from those financial statements. 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 2017 fiscal year.

 Fiscal Year

 Effective March 7, 2017, the Audit Committee of our Board of Directors and the Board of Directors approved a change in our fiscal year-end and financial accounting cycle. With effect from January 1, 2017, the Company commenced reporting its financial results on a 52/53 week fiscal year ending on the Saturday closest to December 31st (whether or not in the following calendar year), with interim calendar quarters ending on the Saturday closest to the end of such calendar quarter (whether or not in the following calendar quarter). As such, in calendar year 2017, the first fiscal quarter ended on April 1, 2017, the second fiscal quarter ended on July 1, 2017, the third fiscal quarter will end on September 30, 2017, and the fiscal year will end on December 30, 2017.

 Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on management’s most recent assessment of underlying facts and circumstances using the most recent information available. Actual results could differ significantly from these estimates and assumptions, and the differences could be material.

6

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Estimates and assumptions are evaluated periodically and adjusted when necessary. The more significant estimates affecting amounts reported in the consolidated financial statements relate to the fair value estimates used in accounting for business combinations including the valuation of identifiable intangible assets and contingent consideration, fair value estimates in determining the fair value of the Company’s reporting units for goodwill impairment assessment, revenue recognition on the percentage-of-completion method, allowances for uncollectible accounts and provision for income taxes.

Concentration of Credit Risk

Trade receivable balances carried by the Company are comprised of accounts from a diverse client base across a broad range of industries and are not collateralized. However, approximately 32% and 35% of the Company’s gross revenues for the six months ended July 1, 2017 and June 30, 2016, respectively, are from California-based projects. The Company does not have any clients individually representing more than 10% of gross revenues during the six months ended July 1, 2017 and June 30, 2016. Furthermore, approximately 55% and 71% of the Company’s accounts receivable as of July 1, 2017 and December 31, 2016, respectively, are for public and quasi-public projects. Management continually evaluates the creditworthiness of these and future clients and provides for bad debt reserves as necessary.

Fair Value of Financial Instruments

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of valuation hierarchy are defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company considers cash and cash equivalents, accounts receivable, accounts payable, income taxes payable, accrued liabilities and debt obligations to meet the definition of financial instruments. As of July 1, 2017 and December 31, 2016, the carrying amount of cash and cash equivalents, accounts receivable, accounts payable, income taxes payable and accrued liabilities approximate their fair value due to the relatively short period of time between their origination and their expected realization or payment. The carrying amounts of debt obligations approximate their fair values 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.

The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, in the accounting for its acquisitions, which requires recognition of the assets acquired and the liabilities assumed at their acquisition date fair values, separately from goodwill. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the tangible and identifiable intangible assets acquired and liabilities assumed. The allocation of the purchase price to identifiable intangible assets (customer relationships, customer backlog, trade name and non-compete) is based on valuations performed to determine the fair values of such assets as of the acquisition dates. Generally, the Company engages a third-party independent valuation specialist to assist in management’s determination of fair values of tangible and intangible assets acquired and liabilities assumed. The fair values of earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates.  The Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the consolidated balance sheet. Changes in the estimated fair value of contingent earn-out payments are included in General and Administrative expenses on the Consolidated Statements of Net Income and Comprehensive Income.

7

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Several factors are considered when determining contingent consideration liabilities as part of the purchase price, including whether (i) the valuation of the acquisitions is not supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (ii) the former owners of the acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of other key employees.  The contingent earn-out payments are not affected by employment termination.

We review and re-assess the estimated fair value of contingent consideration liabilities on a quarterly basis, and the updated fair value could differ materially from the initial estimates. The Company measures contingent consideration recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified within Level 3, as defined in the accounting guidance. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the contingent consideration liabilities on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are projections over the earn-out period, and the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent consideration liabilities. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and amount paid will be recorded in earnings (see Note 10). Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in income from operations.

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 performing the two-step quantitative impairment test is unnecessary. The two-step impairment test requires a comparison of the carrying value of the assets and liabilities associated with a reporting unit, including goodwill, with the fair value of the reporting unit. The Company determines fair value through multiple valuation techniques, and weights the results accordingly. NV5 Global is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. If the carrying value of a reporting unit exceeds the fair value of the reporting unit, the Company would calculate the implied fair value of its reporting unit goodwill as compared to the carrying value of its reporting unit goodwill to determine the appropriate impairment charge, if any. The Company has elected to perform its annual goodwill impairment review on August 1 of each year. The Company historically conducts its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill.

Identifiable intangible assets primarily include customer backlog, customer relationships, trade names and non-compete agreements. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets may be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model.

See Note 7 for further information on goodwill and identified intangibles.

8

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

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. 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. In accordance with the FASB ASC 260, Earnings per Share, the effect of potentially dilutive securities is not considered during periods of loss or if the effect is anti-dilutive. The weighted average number of shares outstanding in calculating basic earnings per share for the three and six months ended July 1, 2017 and June 30, 2016 exclude 536,489 and 495,042 non-vested restricted shares, respectively, issued since 2010. These non-vested restricted shares are not included in basic earnings per share until the vesting requirement is met. The weighted average number of shares outstanding in calculating diluted earnings per share for the three and six months ended July 1, 2017 and June 30, 2016 includes, if outstanding, non-vested restricted shares and units, issuable shares related to acquisitions, and the warrants associated with the Company’s initial public offering. In calculating diluted earnings per share for the three and six months ended July 1, 2017 and June 30, 2016, there were no potentially anti-dilutive securities.

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 for the three and six months ended July 1, 2017 and June 30, 2016:

	Three Months Ended				Six Months Ended
	July 1,		June 30,		July 1,		June 30,
	2017		2016		2017		2016
Numerator:
Net income – basic and diluted	$	4,319	$	2,859	$	6,589	$	4,914
Denominator:
Basic weighted average shares outstanding		10,171,969		8,793,471		10,127,610		8,262,248
Effect of dilutive non-vested restricted shares and units		266,242		224,892		300,339		211,549
Effect of issuable shares related to acquisitions		173,929		55,081		182,673		31,921
Effect of warrants		111,664		99,500		111,122		134,304
Diluted weighted average shares outstanding		10,723,804		9,172,944		10,721,744		8,640,022

Note 3 – Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. This ASU eliminates Step 2 of the goodwill impairment test and simplifies how the amount of an impairment loss is determined. The update is effective for public companies in the beginning of fiscal year 2020 and shall be applied on a prospective basis. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The Company is evaluating the provisions of ASU 2017-04 and its impact on the consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. This ASU clarifies guidance for cash flow classification to reduce current and potential future diversity in practice. The update is effective for public companies in the beginning of fiscal 2018. The amendments should be applied using a retrospective transition method to each period presented. For items that are impractical to apply the amendments retrospectively, they shall be applied prospectively as of the earliest date practicable. Early adoption is permitted. The Company is evaluating the provisions of ASU 2016-15 and its impact on the Company's consolidated cash flows.

In March 2016, FASB issued Accounting Standards Update 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies the accounting for share-based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The Company adopted the requirements of ASU 2016-09 on January 1, 2017 on a prospective basis, which resulted in a decrease in income tax expense of approximately $860 for the six months ended July 1, 2017.ASU 2016-09 requires excess tax benefits be presented within the statement of cash flows as an operating activity rather than as a financing activity and excess tax benefits to be excluded from the assumed future proceeds in the calculation of diluted shares.

9

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

In February 2016, FASB issued ASU 2016-02, Leases. ASU 2016-02 requires lessees to recognize, in the balance sheet, a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset over the lease term. The amendments in this accounting standard update are to be applied using a modified retrospective approach and are effective for fiscal years beginning after December 15, 2018. We are currently evaluating the requirements of ASU 2016-02 and its impact on the consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU was originally effective for annual reporting periods beginning after December 15, 2016 and early adoption is permitted as of the original effective date. Companies may use either a full retrospective or a modified retrospective approach to adopt this ASU. In July 2015, FASB voted to approve a one-year deferral of the effective date to December 31, 2017 for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. As a result, ASU 2014-09 will become effective for us in the first quarter of our fiscal year ending December 31, 2018. The Company has begun its assessment and is evaluating the areas of impact on its consolidated financial statements. The Company has decided to adopt this standard under the modified retrospective approach and is still evaluating the impact of adopting ASU 2014-09 on the Company's consolidated net income, financial position, cash flows, disclosures, information technology systems and internal controls.

Note 4 – Business Acquisitions

On June 6, 2017, the Company acquired all of the outstanding equity interests in Richard D. Kimball Co., Inc. ("RDK"), an established leader in the provision of energy efficiency and mechanical, electric and plumbing (MEP) services based in Boston, Massachusetts. In addition to MEP and fire protection services, RDK offers commissioning services, technology design services, and energy and sustainability services, including Whole Building Energy Modeling and ASHRAE Level Energy Audits, Green Building Certification, Energy Code Consulting, Carbon Emissions Management, and Renewable Energy Management. RDK primarily serves commercial, healthcare, science and technology, education, government, and transportation clients. The purchase price of this acquisition is up to $22,500, subject to customary closing working capital adjustments, including $15,000 in cash, $5,500 in promissory notes (bearing interest at 3.0%), payable in four installments of $1,375, due on the first, second, third and fourth anniversaries of June 6, 2017 (see Note 9), $667 of the Company’s common stock (18,072 shares) as of the closing date of the acquisition, and $1,333 in stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in two equal installments, due on the first and second anniversaries of June 6, 2017. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for RDK, we engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities, however as of the date of this report, the valuation was not final. We expect to finalize the purchase price allocation with respect to this transaction by the end of the fourth quarter of 2017.

10

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

On May 4, 2017, the Company acquired all of the outstanding equity interests in Holdrege & Kull, Consulting Engineers and Geologists (“H&K”), a full-service geotechnical engineering firm based in Northern California. H&K provides services to public, municipal and special district, industrial, and private sector clients. The purchase price of this acquisition is up to $2,200 including $1,000 in cash, $600 in promissory notes (bearing interest at 3.0%), payable in four installments of $150, due on the first, second, third and fourth anniversaries of May 4, 2017, the effective date of the acquisition (see Note 9), and $100 of the Company’s common stock (2,628 shares) as of the closing date of the acquisition. The purchase price also included an interest bearing earn-out of $500 promissory note, subject to the achievement of certain agreed upon metrics for calendar year 2017. The earn-out promissory note is payable in four installments of $125, due on the first, second, third and fourth anniversaries of May 4, 2017. The earn-out of $500 was recorded at its estimated fair value of $405, based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date. The note and the earn-out are due to a related party individual. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for H&K, we engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities, however as of the date of this report, the valuation was not final. We expect to finalize the purchase price allocation with respect to this transaction by the end of the fourth quarter of 2017.

On May 1, 2017, the Company acquired all of the outstanding equity interests in Lochrane Engineering, Inc. (“Lochrane”), an Orlando, Florida based civil engineering firm, which specializes in the provision of services on major roadway projects, and its major clients include the Florida Department of Transportation and Florida’s Turnpike Enterprise. The purchase price of this acquisition is up to $4,940 including $2,690 in cash, $2,200 in promissory notes (bearing interest at 3.0%), payable in four installments of $550, due on the first, second, third and fourth anniversaries of May 1, 2017, the effective date of the acquisition (see Note 9), $17 of the Company’s common stock (441 shares) as of the closing date of the acquisition, and $33 in stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in two equal installments, due on the first and second anniversaries of May 1, 2017. Included in the $2,200 promissory notes, is an earn-out of $550, subject to the achievement of certain agreed upon metrics for calendar year 2017. The earn-out of $550 is interest bearing and was recorded at its estimated fair value of $413, based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date. The note and the earn-out are due to a related party individual. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for Lochrane, we engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities, however as of the date of this report, the valuation was not final. We expect to finalize the purchase price allocation with respect to this transaction by the end of the fourth quarter of 2017.

On April 14, 2017, the Company acquired all of the outstanding equity interests in Bock & Clark Corporation (“B&C”), an Akron, Ohio based surveying, commercial zoning, and environmental services firm. The acquisition of B&C will expand our cross-selling opportunities within our infrastructure engineering, surveying, and program management groups and with our financial and transactional real estate clients. The aggregate purchase price consideration paid by the Company in connection with the acquisition was $42,000, subject to customary closing working capital adjustments, funded entirely in cash. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for Bock & Clark, we engaged a third-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities, however as of the date of this report, the valuation was not final. We expect to finalize the purchase price allocation with respect to this transaction by the end of the fourth quarter of 2017.

On May 20, 2016, the Company acquired Dade Moeller & Associates, Inc., a North Carolina corporation ("Dade Moeller"). Dade Moeller provides professional services in radiation protection, health physics, and worker safety to government and commercial facilities.  Dade Moeller's technical expertise includes radiation protection, industrial hygiene and safety, environmental services and laboratory consulting.  This acquisition expanded the Company’s environmental, health and safety services and allows the Company to offer these services on a broader scale within its existing network. The purchase price of this acquisition was $20,000 including $10,000 in cash, $6,000 in promissory notes (bearing interest at 3.5%), payable in four installments of $1,500, due on the first, second, third and fourth anniversaries of May 20, 2016, the effective date of the acquisition (see Note 9), $1,000 of the Company’s common stock (36,261 shares) as of the closing date of the acquisition, and $3,000 in stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in three installments of $1,000, due on the first, second and third anniversaries of May 20, 2016.

11

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

On February 1, 2016, the Company acquired Sebesta, Inc. (“Sebesta”), a St. Paul, Minnesota-based mechanical, electrical and plumbing (“MEP”) engineering and energy management company. Primary clients include federal and state governments, power and utility companies, and major educational, healthcare, industrial and commercial property owners throughout the United States. The purchase price of this acquisition was $14,000 paid from cash on hand. This acquisition expanded the Company’s MEP engineering and energy and allows the Company to offer these services on a broader scale within its existing network. In addition, this acquisition strengthens the Company’s geographic diversification and allows the Company to continue expanding its national footprint.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition dates for the acquisitions closed during 2017 and 2016:

	July 1,			December 31,
	2017			2016
Cash	$	313		$	128
Accounts receivable		20,667			20,221
Property and equipment		1,468			4,301
Prepaid expenses		968			1,336
Other assets		332			841
Intangible assets:
Customer relationships		29,762			26,188
Trade name		2,182			1,922
Customer backlog		1,087			3,898
Non-compete		1,703			1,259
Favorable (unfavorable) lease		-			(225	)
Total Assets		58,482			59,869
Liabilities		(11,378	)		(12,250	)
Deferred tax liabilities		(15,567	)		(7,892	)
Net assets acquired		31,537			39,727
Consideration paid (Cash, Notes and/or stock)		71,013			76,011
Contingent earn-out liability (Cash and stock)		818			1,417
Total Consideration		71,831			77,428
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)	$	40,294		$	37,701

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. Goodwill acquired of $2,555 and $0 during the six months ended July 1, 2017 and June 30, 2016, respectively, was assigned to the INF reportable segment. Goodwill acquired of $37,739 and $15,199 during the six months ended July 1, 2017 and June 30, 2016, respectively, was assigned to the BES reportable segment. Goodwill of approximately $1,338 and $15,199 from acquisitions during the six months ended July 1, 2017 and June 30, 2016, respectively, is expected to be deductible for income tax purposes.  

12

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

The consolidated financial statements of the Company for the three and six months ended July 1, 2017 include the results of operations from the businesses acquired during 2017 from their respective dates of acquisition to July 1, 2017. For both the three and six months ended July 1, 2017, the results include gross revenues of $14,208 and income before income taxes of $2,941. The consolidated financial statements of the Company for the three and six months ended June 30, 2016 include the results of operations from the businesses acquired during 2016 from their respective dates of acquisition to June 30, 2016. For the three and six months ended June 30, 2016, the results include gross revenues of $9,662 and $15,117, respectively, and income before income taxes of $1,021 and $1,452, respectively. Included in general and administrative expense for the three and six months ended July 1, 2017 is $439 and $577, respectively, of acquisition-related costs pertaining to the Company’s acquisition activities.

The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for the three and six months ended July 1, 2017 as if Dade Moeller, B&C and RDK acquisitions had occurred as of January 1, 2016. The pro forma information provided below is compiled from the financial statements of Dade Moeller, B&C and RDK, which includes pro forma adjustments for amortization expense, adjustments to certain expenses, and the income tax impact of these adjustments. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the Dade Moeller, B&C and RDK operations actually been acquired on January 1, 2016; or (ii) future results of operations:

	Three Months Ended				Six Months Ended
	July 1,		June 30,		July 1,		June 30,
	2017		2016		2017		2016
Gross revenues	$	91,365	$	77,255	$	171,233	$	143,608
Net income	$	4,580	$	4,496	$	7,629	$	7,222
Basic earnings per share	$	0.45	$	0.52	$	0.75	$	0.87
Diluted earnings per share	$	0.43	$	0.50	$	0.71	$	0.82

The Company has determined the supplemental disclosures pursuant to ASC 805-10-502h, the Lochrane and H&K acquisitions were not material to the Company’s unaudited interim consolidated financial statements both individually and in the aggregate.

 Note 5 – Accounts Receivable, net

Accounts receivable, net, consists of the following:

	July 1,			December 31,
	2017			2016
Billed	$	76,107		$	53,756
Unbilled		30,531			23,237
Contract retentions		530			510
		107,168			77,503
Less: allowance for doubtful accounts		(2,694	)		(1,992	)
Accounts receivable, net	$	104,474		$	75,511

Billed accounts receivable represents amounts billed to clients that remain uncollected as of the balance sheet date. Unbilled accounts receivable represents recognized amounts pending billing pursuant to contract terms or accounts billed after period end, and are expected to be billed and collected within the next 12 months.

13

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Note 6 – Property and Equipment, net

Property and equipment, net, consists of the following:

	July 1,			December 31,
	2017			2016
Office furniture and equipment	$	1,436		$	1,329
Computer equipment		8,211			6,808
Survey and field equipment		1,935			1,426
Leasehold improvements		1,590			1,583
		13,172			11,146
Accumulated depreciation		(5,284	)		(4,463	)
Property and equipment – net	$	7,888		$	6,683

Depreciation expense was $683 and $1,254 for the three and six months ended July 1, 2017, respectively, and $414 and $792 for the three and six months ended June 30, 2016, respectively.

Note 7 – Goodwill and Intangible Assets

Goodwill

On August 1, 2016, 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, 2016. There were no indicators, events or changes in circumstances that would indicate goodwill was impaired during the period from August 2, 2016 through July 1, 2017.

The table set forth below shows the change in goodwill during the six months ended July 1, 2017 and year ended December 31, 2016:

	July 1,			December 31,
	2017			2016
Balance as of the beginning of the year	$	59,380		$	21,679
Acquisitions		40,294			37,701
Reduction from working capital proceeds		(1,138	)		-
Balance as of the end of the period	$	98,536		$	59,380

During the six months ended July 1, 2017, the Company revised its allocation of purchase price for its JBA acquisition and reduced goodwill by $1,138.

14

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Intangible Assets

Intangible assets, net, as of July 1, 2017 and December 31, 2016 consist of the following:

	July 1, 2017							December 31, 2016
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Customer relationships	$	68,562	$	(8,052	)	$	60,510	$	38,801	$	(5,746	)	$	33,055
Trade name		6,367		(3,863	)		2,504		4,185		(2,746	)		1,439
Customer backlog		7,694		(3,043	)		4,651		6,607		(2,284	)		4,323
Favorable lease		553		(122	)		431		553		(158	)		395
Non-compete		4,249		(1,251	)		2,998		2,546		(897	)		1,649
Total	$	87,425	$	(16,331	)	$	71,094	$	52,692	$	(11,831	)	$	40,861

Trade names are amortized on a straight-line basis over their estimated lives ranging from 1 to 3 years. Customer backlog and customer relationships are amortized on a straight-lines basis over estimated lives ranging from 1 to 9 years. Non-compete agreements are amortized on a straight-line basis over their contractual lives ranging from 4 to 5 years. Favorable lease is amortized on a straight-line basis over the remaining lease term of 9 years.

Amortization expense was $2,569 and $4,500 for the three and six months ended July 1, 2017, respectively, and $1,025 and $1,889 for the three and six months ended June 30, 2016, respectively.

As of July 1, 2017, the future estimated aggregate amortization related to intangible assets is as follows:

Period ending July 1,
2018	$	10,861
2019		9,445
2020		7,618
2021		6,963
2022		6,643
Thereafter		29,564
Total	$	71,094

Note 8 – Accrued Liabilities

Accrued liabilities consist of the following:

	July 1,		December 31,
	2017		2016
Deferred rent	$	670	$	696
Payroll and related taxes		5,909		4,518
Professional liability reserve		202		190
Benefits		4,329		1,673
Accrued vacation		6,573		5,327
Unreognized tax benefits		770		770
Other		1,000		4,142
Total	$	19,453	$	17,316

15

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Note 9 – Notes Payable and Other Obligations

Notes payable and other obligations consists of the following:

	July 1,			December 31,
	2017			2016
Senior Credit Facility	$	47,000		$	-
Note Payable		40			278
Other Obligations		6,313			6,047
Uncollateralized promisory notes		29,474			26,071
Total Notes Payable and Other Obligations		82,827			32,396
Current portion of notes payable and other obligations		(11,010	)		(10,764	)
Notes payable and other obligations, less current portion	$	71,817		$	21,632

Senior Credit Facility

On December 7, 2016, the Company entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”). Pursuant to the Credit Agreement, Bank of America agreed to be the sole administrative agent for a five-year $80,000 Senior Secured Revolving Credit Facility (“Senior Credit Facility”) to the Company and, together with PNC Bank, National Association and Regions Bank as the other lenders under the Senior Credit Facility, has committed to lend to the Company all of the Senior Credit Facility, subject to certain terms and conditions. MLPFS has undertaken to act as sole lead arranger and sole book manager for the Senior Credit Facility. In addition, the Senior Credit Facility includes an accordion feature permitting the Company to request an increase in the Senior Credit Facility by an additional amount of up to $60,000. The Senior Credit Facility includes a $5,000 sublimit for the issuance of standby letters of credit and a $15,000 sublimit for swingline loans. The proceeds of the Senior Credit Facility are intended to be used (i) to finance permitted acquisitions, (ii) for capital expenditures, and (iii) for general corporate purposes.

Borrowings under the Credit Agreement are at variable rates which are, at our option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offered Rate) plus 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).

The Senior Credit Facility contains certain financial covenants, including a maximum leverage ratio of 3.0:1 and minimum fixed charge coverage ratio of 1.20:1. Furthermore, the Senior Credit Facility also contains financial reporting covenant provisions and other covenants, representations, warranties, indemnities, and events of default that are customary for facilities of this type. As of July 1, 2017 and December 31, 2016, the Company is in compliance with these financial and reporting covenants. As of July 1, 2017 and December 31, 2016, the outstanding balance on the Senior Credit Facility was $47,000 and $0, respectively.

Note Payable

The note held by the seller of Nolte Associates Inc. (the “Nolte Note”) is currently outstanding with a maturity date of July 29, 2017. The Nolte Note bears interest at the prime rate plus 1%, subject to a maximum rate of 7.0%. As of July 1, 2017 and December 31, 2016, the actual interest rate was 4.25%. Under the terms of the Nolte Note, as amended, the Company pays quarterly principal installments of approximately $100 plus interest. The Nolte Note is unsecured and the Company is permitted to make periodic principal and interest payments. As of July 1, 2017 and December 31, 2016, the outstanding balance on the Nolte Note was approximately $40 and $278, respectively.

16

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Other Obligations

On June 6, 2017, the Company acquired all of the outstanding equity interest in RDK. The purchase price allowed for the payment of $1,333 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in two equal installments, due on the first and second anniversaries of June 6, 2017.The outstanding balance of this obligation was $1,333 and $0 as of July 1, 2017 and December 31, 2016, respectively.

On November 30, 2016, the Company acquired all of the outstanding equity interests of Hanna. The purchase price allowed for the payment of $1,200 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in two installments of $600, due on the first and second anniversaries of November 30, 2016. The outstanding balance of this obligation was $1,200 as of July 1, 2017 and December 31, 2016.

On October 26, 2016, the Company acquired all of the outstanding equity interests of JBA. The purchase price allowed for the payment of $2,600 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in two installments of $1,300, due on the first and second anniversaries of October 26, 2016. The outstanding balance of this obligation was $2,600 as of July 1, 2017 and December 31, 2016.

On May 20, 2016, the Company acquired all of the outstanding equity interests of Dade Moeller. The purchase price allowed for the payment of $3,000 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in three installments of $1,000, due on the first, second and third anniversaries of May 20, 2016. The outstanding balance of this obligation was $2,000 and $3,000 as of July 1, 2017 and December 31, 2016, respectively.

Uncollateralized Promissory Notes

On June 6, 2017, the Company acquired all of the outstanding equity interest in RDK. The purchase price included an uncollateralized $5,500 promissory note bearing interest at 3.0% (the “RDK Note”) payable in four installments of $1,375, due on the first, second, third and fourth anniversaries of June 6, 2017. The outstanding balance of the RDK Note was $5,500 and $0 as of July 1, 2017 and December 31, 2016.

On May 4, 2017, the Company acquired all of the outstanding equity interest in H&K. The purchase price included an uncollateralized $600 promissory note bearing interest at 3.0% (the “H&K Note”) payable in four installments of $150, due on the first, second, third and fourth anniversaries of May 4, 2017, the effective date of the acquisition.The outstanding balance of the H&K Note was $600 and $0 as of July 1, 2017 and December 31, 2016.

On May 1, 2017, the Company acquired all of the outstanding equity interest in Lochrane. The purchase price included an uncollateralized $2,200 promissory note bearing interest at 3.0% (the “Lochrane Note”) payable in four installments of $550, due on the first, second, third and fourth anniversaries of May 1, 2017, the effective date of the acquisition.The outstanding balance of the Lochrane Note was $2,200 and $0 as of July 1, 2017 and December 31, 2016.

On December 6, 2016, the Company acquired all of the outstanding interests of CivilSource. The purchase price included an uncollateralized $3,500 promissory note bearing interest at 3.0% (the “CivilSource Note”) payable in four installments of $875, due on the first, second, third and fourth anniversaries of December 6, 2016, the effective date of the acquisition. The outstanding balance of the CivilSource Note was $3,500 as of July 1, 2017 and December 31, 2016.

On November 30, 2016, the Company acquired all of the outstanding interests of Hanna. The purchase price included an uncollateralized $2,700 promissory note bearing interest at 3.0% (the “Hanna Note”) payable in four installments of $675, due on the first, second, third and fourth anniversaries of November 30, 2016, the effective date of the acquisition. The outstanding balance of the Hanna Note was $2,700 as of July 1, 2017 and December 31, 2016.

17

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

On October 26, 2016, the Company acquired all of the outstanding interests of JBA. The purchase price included an uncollateralized $7,000 promissory note bearing interest at 3.0% (the “JBA Note”) payable in five installments of $1,400, due on the first, second, third, fourth and fifth anniversaries of October 26, 2016, the effective date of the acquisition. The outstanding balance of the JBA Note was $7,000 as of July 1, 2017 and December 31, 2016.

On September 12, 2016, the Company acquired certain assets of Weir. The purchase price included an uncollateralized $500 promissory note bearing interest at 3.0% (the “Weir Note”) payable in four installments of $125, due on the first, second, third and fourth anniversaries of September 12, 2016, the effective date of the acquisition. The outstanding balance of the Weir Note was $500 as of July 1, 2017 and December 31, 2016.

On May 20, 2016, the Company acquired all of the outstanding equity interests of Dade Moeller. The purchase price included an aggregate of $6,000 of uncollateralized promissory notes bearing interest at 3.0% (the “Dade Moeller Notes”) payable in four equal payments of $1,500 each due on the first, second, third, and fourth anniversaries of May 20, 2016, the effective date of the acquisition. The outstanding balance of the Dade Moeller Notes was approximately $4,500 and $6,000 as of July 1, 2017 and December 31, 2016, respectively.

On July 1, 2015, the Company acquired all of the outstanding equity interests of RBA. The purchase price included an uncollateralized $4,000 promissory notes bearing interest at 3.0% (the “RBA Note”) payable in four equal payments of $1,000 each due on the first, second, third, and fourth anniversaries of July 1, 2015, the effective date of the acquisition. The outstanding balance of the RBA Note was $3,000 as of July 1, 2017 and December 31, 2016.

On June 24, 2015, the Company acquired certain assets of Allwyn. The purchase price included an uncollateralized $500 promissory note bearing interest at 3.5% (the “Allwyn Note”) that is payable in three equal payments of $167 each due on the first, second and third anniversaries of June 24, 2015, the effective date of the acquisition. The outstanding balance of the Allwyn Note was $166 and $333 as of July 1, 2017 and December 31, 2016, respectively.

On April 22, 2015, the Company acquired all of the outstanding equity interests of Mendoza. The purchase price included an uncollateralized $3,000 short-term promissory note, based on the collection of acquired accounts receivable and work in process, payable within one year, and an uncollateralized $500 promissory note bearing interest at 3% (the “Mendoza Note”) that is payable in two equal payments of $250 each due on the first and second anniversaries of April 22, 2015, the effective date of the acquisition. The outstanding balance of the Mendoza Note was $0 and $250 as of July 1, 2017 and December 31, 2016, respectively.

On January 30, 2015, the Company acquired all of the outstanding equity interests of JLA. The purchase price included an uncollateralized $1,250 promissory note bearing interest at 3.5% (the “JLA Note”) that is payable in four equal payments of $313 each due on the first, second, third, and fourth anniversaries of January 30, 2015, the effective date of the acquisition. The outstanding balance of the JLA Note was $625 and $938 as of July 1, 2017 and December 31, 2016, respectively.

On November 3, 2014, the Company acquired certain assets of the Buric Companies. The purchase price included an uncollateralized, 3% interest bearing promissory note in the aggregate principal amount of $300 (the “Buric Note”). The note is payable in three equal payments of $100 due on the first, second and third anniversaries of November 3, 2014, the effective date of the acquisition. The carrying value of the Buric Note was approximately $100 as of July 1, 2017 and December 31, 2016.

On March 21, 2014, the Company acquired all of the outstanding equity interests of NV5, LLC. The purchase price includedan uncollateralized $3,000 promissory note bearing interest at 3.0% (the “AK Note”) that is payable in three equal payments of $1,000 each due on the first, second and third anniversaries of March 21, 2014, the effective date of the acquisition. The outstanding balance of the AK Note was $0 and $1,000 as of July 1, 2017 and December 31, 2016.

18

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Future contractual maturities of long-term debt as of July 1, 2017 are as follows:

Period ending July 1,
2018	$	11,010
2019		11,891
2020		6,513
2021		52,013
2022		1,400
Total	$	82,827

As of July 1, 2017 and December 31, 2016, 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.

Note 10 – Contingent Consideration

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

	July 1,			December 31,
	2017			2016
Contingent consideration, beginning of the year	$	2,439		$	1,279
Additions for acquisitions		818			1,417
Reduction of liability for payments made		(625	)		(458	)
Increase (reduction) of liability related to re-measurement of fair value		42			201
Total contingent consideration, end of the period		2,674			2,439
Current portion of contingent consideration		(2,549	)		(564	)
Contingent consideration, less current portion	$	125		$	1,875

Note 11 – 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.

The Company’s office leases are classified as operating leases and rent expense is included in facilities and facilities related expense in the Company’s Consolidated Statements of Net Income and Comprehensive Income. Some lease terms include rent and other concessions and rent escalation clauses which are included in computing minimum lease payments. Minimum lease payments are recognized on a straight-line basis over the minimum lease term. The variance of rent expense recognized from the amounts contractually due pursuant to the underlying leases is included in accrued liabilities in the Company’s consolidated balance sheets.

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NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

Note 12 – Stock-Based Compensation

In October 2011, the Company’s stockholders approved the 2011 Equity Incentive Plan, which was subsequently amended and restated in March 2013 (as amended, the “2011 Equity Plan”). The 2011 Equity Plan provides directors, executive officers, and other employees of the Company with additional incentives by allowing them to acquire ownership interest in the business and, as a result, encouraging them to contribute to the Company’s success. The Company may provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units, and other cash-based or stock-based awards. As of July 1, 2017, 864,965 shares of common stock are authorized and reserved for issuance under the 2011 Equity Plan. This reserve automatically increases on each January 1 from 2014 through 2023, by an amount equal to the smaller of (i) 3.5% of the number of shares issued and outstanding on the immediately preceding December 31, or (ii) an amount determined by the Company’s Board of Directors. The restricted shares of common stock granted generally provide for service-based vesting after two to four years following the grant date. A summary of the changes in unvested shares of the restricted stock during the six months ended year ended July 1, 2017 is presented below.

The following table summarizes the status of restricted stock awards as of July 1, 2017 and December 31, 2016, and changes during 2017:

	Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units			Weighted Average Grant Date Fair Value
Unvested shares as of December 31, 2016		502,773		$	19.35
Granted		141,154		$	36.77
Vested		(82,225	)	$	9.31
Forfeited		(17,993	)	$	27.93
Unvested shares as of July 1, 2017		543,709		$	21.52

Share-based compensation expense relating to restricted stock awards during the three and six months ended July 1, 2017 was $830 and $1,582, respectively, and $550 and $1,049 for the three and six months ended June 30, 2016, respectively. Approximately $9,400 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 2.69 years, is unrecognized at July 1, 2017.

Note 13 – Income Taxes

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes to simplify the presentation of deferred income taxes. The amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The Company adopted ASU 2015-17 as of January 1, 2017 and retrospectively applied ASU 2015-17 to all periods presented. As of January 1, 2017, the Company reclassified $2,173 of deferred tax assets from "Current assets" to "Non-current liabilities" on the Consolidated Balance Sheets. As of July 1, 2017 and December 31, 2016, the Company had net non-current deferred tax liabilities of $22,049 and $6,197, respectively. No valuation allowance against the Company’s deferred income tax assets is needed as of July 1, 2017 and December 31, 2016 as it is more-likely-than-not that the positions will be realized upon settlement. Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where the Company has a future obligation for tax purposes. During the six months ended July 1, 2017, the Company recorded a deferred tax liability of approximately $15,567 in conjunction with the purchase price allocation of B&C, RDK and H&K as a result of the intangibles acquired in the acquisitions.

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NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

The Company’s consolidated effective income tax rate was 36.5% and 35.4% for the three and six months ended July 1, 2017, respectively and 36.7% and 36.8% for the three and six months ended June 30, 2016, respectively. The difference between the effective income tax rate and the combined statutory federal and state income tax rate of approximately 39.0% is principally due to the federal domestic production activities deduction and research and development credits. Furthermore, during the three and six months ended July 1, 2017, the Company recorded a reduction in income tax expense of $138 and $860, respectively, relating to the income tax benefit received in conjunction with the vesting of restricted stock during the periods. Also contributing to the decrease in the effective tax rate for the three and six months ended July 1, 2017, is the lower effective tax rate applicable to the Asia operations purchased in the JBA acquisition at the end of 2016.

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. The California Franchise Tax Board (“CFTB”) is challenging the use of certain research and development tax credits generated for the years 2005 to 2014. Fiscal years 2005 through 2016 are considered open tax years in the State of California and 2013 through 2016 in the U.S. federal jurisdiction and other state jurisdictions. During 2016, the Internal Revenue Service informed the Company of its interest to examine the income tax return for the tax year 2014.

 At July 1, 2017 and December 31, 2016, the Company had $770 of unrecognized tax benefits. Included in the balance of unrecognized tax benefits at July 1, 2017 and December 31, 2016 were $770 of tax benefits that, if recognized, would affect our effective tax rate. It is not expected that there will be a significant change in the unrecognized tax benefits in the next 12 months.

Note 14 – Reportable Segments

The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting” (“Topic No. 280”). The Company’s service capabilities are organized into five verticals: infrastructure, engineering, and support services; construction quality assurance; program management; energy services; and environmental services. The Company’s Chief Executive Officer is the chief operating decision maker and organized the Company into two operating and reportable segments: Infrastructure (INF), which includes our engineering, civil program management, and construction quality assurance practices; and Buildings, Energy & Science (BES), which includes our energy and environmental practices as well as buildings program management. 

The Company evaluates the performance of these reportable segments based on their respective operating income before the effect of amortization expense related to acquisitions and other unallocated corporate expenses. The Company accounts for inter-segment revenues and transfers as if the sales and transfers were to third parties. All significant intercompany balances and transactions are eliminated in consolidation.

21

NV5 Global, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(in thousands, except share data)

The following tables set forth summarized financial information concerning our reportable segments. Prior period segment financial information presented has been recast to reflect the reorganized reporting structure that occurred during the fourth quarter of 2016:

	Three Months Ended						Six Months Ended
	July 1,			June 30,			July 1,			June 30,
	2017			2016			2017			2016
Gross revenues
INF	$	46,296		$	41,902		$	85,421		$	76,189
BES		38,769			15,211			64,736			26,791
Elimination of inter-segment revenues		(1,329	)		(1,221	)		(2,362	)		(2,183	)
Total gross revenues	$	83,736		$	55,892		$	147,795		$	100,797
Segment income before taxes
INF	$	8,433		$	7,024		$	14,189		$	12,613
BES		5,605			1,448			8,092			2,902
Total Segment income before taxes		14,038			8,472			22,281			15,515
Corporate                     (1)		(7,451	)		(3,954	)		(13,412	)		(7,744	)
Total income before taxes	$	6,587		$	4,518		$	8,869		$	7,771

   ⁽¹⁾    Includes amortization of intangibles of $2,569 and $1,025 for the three months ended July 1, 2017 and June 30, 2016,    respectively, and $4,500 and $1,889 for the six months ended July 1, 2017 and June 30, 2016, respectively.

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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” 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 31, 2016, included in our Annual Report on Form 10-K (File No. 001-35849). 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 the results 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 31, 2016 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 professional and technical engineering and consulting solutions to public and private sector clients. We focus on the infrastructure, energy, construction, real estate, and environmental markets. We primarily focus on five business verticals - construction quality assurance, infrastructure, energy, program management, and environmental solutions. 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, energy, and public utilities, including schools, universities, hospitals, health care providers, insurance providers, large utility service providers, and large to small energy producers.

 Recent Acquisition, Developments and Challenges

Acquisition.

On June 6, 2017, the Company acquired all of the outstanding equity interests in Richard D. Kimball Co., Inc. ("RDK"), an established leader in the provision of energy efficiency and mechanical, electric and pluming (MEP) services based in Boston, Massachusetts. In addition to MEP and fire protection services, RDK offers commissioning services, technology design services, and energy and sustainability services, including Whole Building Energy Modeling and ASHRAE Level Energy Audits, Green Building Certification, Energy Code Consulting, Carbon Emissions Management, and Renewable Energy Management. RDK primarily serves commercial, healthcare, science and technology, education, government, and transportation clients. The aggregate purchase price paid by us is up to $22,500, paid with a combination of cash at closing, stock and future note payments.

On May 4, 2017, the Company acquired all of the outstanding equity interests in Holdrege & Kull, Consulting Engineers and Geologists (“H&K”), a full-service geotechnical engineering firm based in Northern California. H&K provides services to public, municipal and special district, industrial, and private sector clients. The purchase price of this acquisition is up to $2,200, paid with a combination of cash, stock and future note payments.

On May 1, 2017, we acquired all of the outstanding equity interests in Lochrane Engineering, Inc. (“Lochrane”), an Orlando, Florida based civil engineering firm which specializes in the provision of services on major roadway projects and its major clients include the Florida Department of Transportation and Florida’s Turnpike Enterprise. The aggregate purchase price paid by us is up to $4,940, paid with a combination of cash at closing and future note payments.

On April 14, 2017, the Company acquired all of the outstanding equity interests in Bock & Clark Corporation (“B&C”), an Akron, Ohio based surveying, commercial zoning, and environmental services firm. We believe that the acquisition of B&C will expand our cross-selling opportunities within our infrastructure engineering, surveying, and program management groups and with our financial and transactional real estate clients. The aggregate purchase price consideration paid by the Company in connection with the acquisition was $42,000, subject to customary closing working capital adjustments, funded entirely in cash.

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Tax credit.

We are currently under examination by the CFTB about certain research and development tax credits generated for the years 2005 to 2014. Fiscal years 2005 through 2016 are considered open tax years in the State of California and 2013 through 2016 in the U.S. federal jurisdiction and other state jurisdictions. At July 1, 2017 and December 31, 2016, we had $770 of unrecognized tax benefits related to this matter.

Backlog.  

As of July 1, 2017, we had approximately $261,100 of gross revenue backlog expected to be recognized over the next 12 months compared to gross revenue backlog of approximately $220,800 as of December 31, 2016. We include in backlog only those contracts for which funding has been provided and work authorizations have been received. We cannot guarantee that the revenue projected in our backlog will be realized or, if realized, will result in profits. In addition, project cancellations or scope adjustments may occur, from time to time, with respect to contracts reflected in our backlog. For example, certain of our contracts with the U.S. federal government and other clients are terminable at the discretion of the client, with or without cause. These types of backlog reductions could adversely affect our revenue and margins. Accordingly, our backlog as of any particular date is an uncertain indicator of our future earnings.

Segments.  

Our service capabilities are organized into five verticals: infrastructure, engineering, and support services; construction quality assurance; program management; energy services; and environmental services. Our Chief Executive Officer is the chief operating decision maker and organized the Company into two operating and reportable segments: Infrastructure (INF), which includes our engineering, civil program management, and construction quality assurance practices; and Buildings, Energy & Science (BES), which includes our energy and environmental practices as well as buildings program management. 

Components of Income and Expense

Revenues

We enter into contracts with our clients that contain two principal types of pricing provisions: cost-reimbursable and fixed-price. The majority of our contracts are cost-reimbursable contracts that fall under the relatively low-risk subcategory of time and materials contracts.

Cost-reimbursable contracts. Cost-reimbursable contracts consists of the following:

•  Time and materials contracts are common for smaller scale professional and technical consulting and certification services projects. Under these types of contracts, there is no predetermined fee. Instead, we negotiate hourly billing rates and charge our clients based upon actual hours expended on a project. In addition, any direct project expenditures are passed through to the client and are typically reimbursed. These contracts may have a fixed-price element in the form of an initial not-to-exceed or guaranteed maximum price provision.

• Cost-plus contracts are the predominant contracting method used by U.S. federal, state, and local governments. These contracts provide for reimbursement of the actual costs and overhead (predetermined rates) we incur, plus a predetermined fee.

•  Fixed-unit contracts typically require the performance of an estimated number of units of work at an agreed price per unit, with the total payment under the contract determined by the actual number of units performed, over a fixed construction schedule. In most cases, we can bill additional fees if the schedule is modified and lengthened.

For the six months ended July 1, 2017 and June 30, 2016, cost-reimbursable contracts represented approximately 95% and 93%, respectively, of our total revenues.

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Fixed-price contracts. Fixed-price contracts also consist of the following:

•  Lump-sum contracts typically require the performance of all of the work under the contract for a specified lump-sum fee, subject to price adjustments if the scope of the project changes or unforeseen conditions arise. Many of our lump-sum contracts are negotiated and arise in the design of projects with a specified scope and project deliverables.

For the six months ended July 1, 2017 and June 30, 2016, lump-sum contracts represented approximately 5% and 7%, respectively, of our total revenues.

Revenues from engineering services are recognized in accordance with the accrual basis of accounting. Revenues under cost-reimbursable contracts are recognized when services are performed or on the percentage-of-completion method Revenues from fixed-price contracts are recognized on the percentage-of-completion method. Revenues recognized on the percentage-of-completion method are generally measured by the direct costs incurred to date as compared to estimated costs incurred which represents approximately 23% and 16% of revenues recognized during the six months ended July 1, 2017 and June 30, 2016, respectively.

Direct Costs of Revenues (excluding depreciation and amortization)

Direct costs of revenues consist primarily of that portion of technical and non-technical salaries and wages incurred in connection with fee generating projects. Direct costs of revenues also include production expenses, sub-consultant services, and other expenses that are incurred in connection with our fee generating projects. Direct costs of revenues exclude that portion of technical and non-technical salaries and wages related to marketing efforts, vacations, holidays, and other time not spent directly generating fees under existing contracts. Such costs are included in operating expenses. Additionally, payroll taxes, bonuses, and employee benefit costs for all of our personnel, facilities costs, and depreciation and amortization are included in operating expenses since no allocation of these costs is made to direct costs of revenues. We expense direct costs of revenues when incurred.

Operating Expenses

Operating expenses include the costs of the marketing and support staffs, other marketing expenses, management and administrative personnel costs, payroll taxes, bonuses and employee benefits for all of our employees and the portion of salaries and wages not allocated to direct costs of revenues for those employees who provide our services. Operating expenses also include facility costs, depreciation and amortization, professional services, legal and accounting fees, and administrative operating costs. We expense operating costs when incurred.

Jumpstart Our Business Startups Act of 2012

We are an emerging growth company within the meaning of the rules under the Securities Act, and we utilize certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies. For example, we did not have to provide an auditor’s attestation report on our internal controls in our Annual Report on Form 10-K for the year ended December 31, 2016 as otherwise required by Section 404(b) of the Sarbanes-Oxley Act. The JOBS Act also permits us, as an “emerging growth company,” to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have chosen to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards when they are required to be adopted by issuers. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

Critical Accounting Policies and Estimates

The discussion of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with GAAP. During the preparation of these financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results of our analysis form the basis for making assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and the impact of such differences may be material to our financial statements. The more significant estimates affecting amounts reported in the consolidated financial statements relate to the fair value estimates used in accounting for business combinations including the valuation of identifiable intangible assets and contingent consideration, fair value estimates in determining the fair value of the Company’s reporting units for goodwill impairment assessment, revenue recognition on the percentage-of-completion method, allowances for uncollectible accounts and provision for income taxes.

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During the six months ended July 1, 2017, we did not experience any significant changes in estimates or judgments inherent in the preparation of our consolidated financial statements. A summary of our significant accounting policies is contained in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.

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						Six Months Ended
	July 1,			June 30,			July 1,			June 30,
	2017			2016			2017			2016
Gross revenues	$	83,736		$	55,892		$	147,795		$	100,797
Less sub-consultant services and other direct costs		(16,713	)		(11,467	)		(27,697	)		(18,294	)
Net revenues (1)		67,023			44,425			120,098			82,503
Direct salary and wages costs		(25,663	)		(18,216	)		(47,016	)		(33,470	)
Gross profit		41,360			26,209			73,082			49,033
Operating expenses		34,494			21,620			63,695			41,122
Income from operations		6,866			4,589			9,387			7,911
Other expense (net)		(279	)		(71	)		(518	)		(140	)
Income tax expense		(2,268	)		(1,659	)		(2,280	)		(2,857	)
Net income	$	4,319		$	2,859		$	6,589		$	4,914

___________________________________________________________________________

(1) Net Revenues is not a measure of financial performance under GAAP. Gross revenues include sub-consultant costs and other direct costs which are generally pass-through costs. The Company believes that Net Revenues, which is a non-U.S. GAAP financial measure commonly used in our industry, enhances investors’ ability to analyze our business trends and performance because it substantially measures the work performed by our employees.

Three and Six Months Ended July 1, 2017 compared to the Three and Six Months Ended June 30, 2016

Gross and Net Revenues.

Our consolidated gross revenues increased approximately $27,844 and $46,998 or approximately 49.8% and 46.6%, for the three and six months ended July 1, 2017 compared to the three and six months ended June 30, 2016. Our consolidated net revenues increased approximately $22,598 and $37,595 or approximately 50.9% and 45.6% for the three and six months ended July 1, 2017 compared to the three and six months ended June 30, 2016. The increases in gross and net revenues are due primarily to organic growth from our existing platform as well as the contribution from various acquisitions completed in the second half of 2016 and during the six months ended July 1, 2017. The increases in gross revenues for both the three and six months ended July 1, 2017, includes gross revenues of $14,208 related to acquisitions closed during 2017. The increase in net revenues for both the three and six months ended July 1, 2017, includes net revenues of $10,059 related to acquisitions closed during 2017. Also contributing to the increases in net revenues for the six months ended July 1, 2017 is an increased utilization of our billable employees and reduction of sub-consultants used to perform services in 2017. The growth in revenues was primarily attributable to increases in energy distribution services; construction materials testing and engineering services; and program and construction management services. However, the increases in gross and net revenues during the three and six months ended July 1, 2017 were partially offset by reductions in revenues related to project delays during the first quarter of 2017 due to record rainfall affecting our California infrastructure projects. We are currently unaware of any long-term delays in current projects and therefore are not anticipating such to influence future revenues. Such revenues could be affected by changes in economic conditions and the impact thereof on our public and quasi-public sector funded projects.

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Gross Profit. 

As a percentage of gross revenues, our gross profit margin was 49.4% for both the three and six months ended July 1, 2017, respectively, compared to 46.9% and 48.9% for the three and six months ended June 30, 2016, respectively. Gross profit includes direct costs of contracts such as direct labor and all costs incurred in connection with and directly for the benefit of client contracts. The level of direct costs of contracts may fluctuate between reporting periods due to a variety of factors, including the amount of sub-consultant costs we incur during a period. On those projects where we are responsible for subcontract labor or third-party materials and equipment, we reflect the amounts of such items in both gross revenues and costs. To the extent that we incur a significant amount of pass-through costs in a period, our direct costs of contracts are likely to increase as well.

Operating expenses.

Our operating expenses increased approximately $12,874 and $22,573, or 59.5% and 54.9% for the three and six months ended July 1, 2017, respectively, compared to the three and six months ended July 1, 2017. The increase in operating expenses for the three and six months ended July 1, 2017 include operating expenses related to acquisitions closed subsequent to June 30, 2016. During the three and six months ended July 1, 2017, acquisition related expenses were approximately $439 and $577, respectively, compared to approximately $178 and $431 during the three and six months ended June 30, 2016. Also contributing to the increase in operating costs is the increased amortization of intangible assets. During the three and six months ended July 1, 2017, amortization of intangible assets was approximately $2,569 and $4,500, respectively, compared to $1,025 and $1,889 during the three and six months ended June 30, 2016, respectively. Operating expenses typically fluctuate as a result of changes in headcount (both corporate and field locations) and the amount of spending required to support our professional services activities, which normally require additional overhead costs.

Income taxes.

Our consolidated effective income tax rate was 36.5% and 35.4% for the three and six months ended July 1, 2017, respectively, compared to a consolidated effective income tax rate of 36.7% and 36.8% for the three and six months ended June 30, 2016, respectively. The difference between the effective income tax rate and the combined statutory federal and state income tax rate of approximately 39.0% is principally due to the federal domestic production activities deduction and research and development credits. Furthermore, during the three and six months ended July 1, 2017, we recorded a reduction in income tax expense of $138 and $860 relating to the income tax benefit received in conjunction with the vesting of restricted stock during the period. Also contributing to the decrease in the effective tax rate for the three and six months ended July 1, 2017, is the lower effective tax rate applicable to the Asia operations purchased in the JBA acquisition at the end of 2016.

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Segment Results of Operations

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

	Three Months Ended				Six Months Ended
	July 1,		June 30,		July 1,		June 30,
	2017		2016		2017		2016
Gross revenues
INF	$	46,296	$	41,902	$	85,421	$	76,189
BES	$	38,769	$	15,211	$	64,736	$	26,791
Segment income before taxes
INF	$	8,433	$	7,024	$	14,189	$	12,613
BES	$	5,605	$	1,448	$	8,092	$	2,902

For additional information regarding our reportable segments, see Note 14 - "Reportable Segments" of the "Notes to Consolidated Financial Statements”.

Three and Six Months ended July 1, 2017 compared to the Three and Six Months ended June 30, 2016

Our gross revenues from INF reportable segment increased approximately $4,394 and $9,232, or 10.5% and 12.1%, respectively, during the three and six months ended July 1, 2017 compared to the three and six months ended June 30, 2016. The increases during the three and six months ended July 1, 2017 includes approximately $3,075 related to acquisitions closed during both the three and six months ended July 1, 2017. The increase in revenues for the three and six months ended July 1, 2017 reflects increases in energy distribution services, construction materials testing and transportation services, partially offset by reductions in gross revenues related to project delays due to record rainfall affecting our California infrastructure projects.

Segment Income before Taxes from INF increased $1,409 and $1,576, or 20.1% and 12.5%, respectively, during the three and six months ended July 1, 2017 compared to the three and six months ended June 30, 2016. The increases were primarily due to increased revenues from organic growth, contributions from acquisitions completed in 2017 as well as a reduction of sub-consultants used to perform services.

Our gross revenues from the BES reportable segment increased approximately $23,558 and $37,945, or 154.9% and 141.6% during the three and six months ended July 1, 2017 compared to the three and six months ended June 30, 2016. The increases during the three and six months ended July 1, 2017 includes approximately $11,133 related to acquisitions closed during both the three and six months ended July 1, 2017. The growth in revenues from BES was primarily attributable to increases in facilities program management and environmental services.

Segment Income before Taxes from BES increased $4,157 and $5,190, or 287.1% and 178.8%, respectively, during the three and six months ended July 1, 2017 compared to the three and six months ended June 30, 2016. The increases were primarily due to increased revenues from organic growth, contributions from acquisitions completed in 2017 as well as a reduction of sub-consultants used to perform services.

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Liquidity and Capital Resources

Our principal sources of liquidity are our cash and cash equivalents balances, cash flow from operations, lines of credit, 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 flow 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.

We believe our experienced employees and management team are our most valuable resources. Attracting, training, and retaining key personnel have been and will remain critical to our success. To achieve our human capital goals, we intend to remain focused on providing our personnel with entrepreneurial opportunities to increase client contact within their areas of expertise and to expand our business within our service offerings.

Cash Flows

As of July 1, 2017, our cash and cash equivalents totaled $19,492 and accounts receivable, net of allowance for doubtful accounts, totaled $104,474, compared to $35,666 and $75,511, respectively, on December 31, 2016. As of July 1, 2017, our accounts payable and accrued liabilities were $18,945 and $19,453, respectively, compared to $13,509 and $17,316, respectively, on December 31, 2016. In addition, as of July 1, 2017, we had notes payable and other obligations and contingent consideration of $82,827 and $2,674, respectively, compared to $32,396 and $2,439, respectively, on December 31, 2016.

Operating activities

For the six months ended July 1, 2017, net cash provided by operating activities amounted to $4,486, primarily attributable to net income of $6,589, which included non-cash charges of $7,336 from stock based compensation and depreciation and amortization, and decreases of $2,111 in accounts payable and accrued liabilities partially offset by an increase of $8,485 in accounts receivable. During 2017, we made income tax payments of approximately $2,349.   

For the six months ended June 30, 2016, net cash provided by operating activities amounted to $6,694, primarily attributable to net income of $4,914, which included non-cash charges of $3,730 from stock based compensation and depreciation and amortization, and increases of $4,190 in accounts payable and accrued liabilities partially offset by an increase of $6,419 in accounts receivable. During 2016, we made income tax payments of approximately $2,743.   

Investing activities

For the six months ended July 1, 2017, net cash used in investing activities amounted to $62,208, primarily resulting from cash used for our acquisitions during 2017 of $61,037 and the purchase of property and equipment of $991 for our ongoing operations.

For the six months ended June 30, 2016, net cash used in investing activities amounted to $24,513, primarily resulting from cash used for our acquisitions during 2016 of $24,085 and the purchase of property and equipment of $428 for our ongoing operations.

Financing activities

For the six months ended July 1, 2017, net cash provided by financing activities amounted to $41,368, primarily due to proceeds from borrowing under the Senior Credit Facility of $47,000 offset by principal repayments of $5,070 towards long-term debt and $562 towards contingent consideration.

For the six months ended June 30, 2016, net cash provided by financing activities amounted to $45,400, primarily due to the net proceeds from the secondary offering of $47,244 and the unit warrant exercise of $1,008 offset by principal repayments of $2,711 towards long-term debt and $296 towards contingent consideration.

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Financing

Senior Credit Facility

On December 7, 2016, we entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”). Pursuant to the Credit Agreement, Bank of America agreed to be the sole administrative agent for a five-year $80,000 Senior Secured Revolving Credit Facility (“Senior Credit Facility”) to us and, together with PNC Bank, National Association and Regions Bank as the other lenders under the Senior Credit Facility, has committed to lend to us all of the Senior Credit Facility, subject to certain terms and conditions. MLPFS has undertaken to act as sole lead arranger and sole book manager for the Senior Credit Facility. In addition, the Senior Credit Facility includes an accordion feature permitting us to request an increase in the Senior Credit Facility by an additional amount of up to $60,000. The Senior Credit Facility includes a $5,000 sublimit for the issuance of standby letters of credit and a $15,000 sublimit for swingline loans. The proceeds of the Senior Credit Facility are intended to be used (i) to finance permitted acquisitions, (ii) for capital expenditures, and (iii) for general corporate purposes.

Borrowings under the Credit Agreement are at variable rates which are, at our option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offered Rate) plus 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).

The Senior Credit Facility contains certain financial covenants, including a maximum leverage ratio of 3.0:1 and minimum fixed charge coverage ratio of 1.20:1. Furthermore, the Senior Credit Facility also contains financial reporting covenant provisions and other covenants, representations, warranties, indemnities, and events of default that are customary for facilities of this type. As of July 1, 2017 and December 31, 2016, we are in compliance with these financial and reporting covenants. As of July 1, 2017 and December 31, 2016, the outstanding balance on the Senior Credit Facility was $47,000 and $0, respectively.

Note Payable

The note held by the seller of Nolte Associates Inc. (the “Nolte Note”) is currently outstanding with a maturity date of July 29, 2017. The Nolte Note bears interest at the prime rate plus 1%, subject to a maximum rate of 7.0%. As of July 1, 2017 and December 31, 2016, the actual interest rate was 4.25%. Under the terms of the Nolte Note, as amended, we pay quarterly principal installments of approximately $100 plus interest. The Nolte Note is unsecured and we make periodic principal and interest payments. As of July 1, 2017 and December 31, 2016, the outstanding balance on the Nolte Note was approximately $40 and $278, respectively.

Other Obligations

On June 6, 2017, we acquired all of the outstanding equity interest in RDK. The purchase price allowed for the payment of $1,333 in shares of our common stock or a combination of cash and shares of our common stock, at our discretion, payable in two equal installments, due on the first and second anniversaries of June 6, 2017. The outstanding balance of this obligation was $1,333 and $0 as of July 1, 2017 and December 31, 2016, respectively.

On November 30, 2016, we acquired all of the outstanding equity interests of Hanna. The purchase price allowed for the payment of $1,200 in shares of our common stock or a combination of cash and shares of our common stock, at our discretion, payable in two installments of $600, due on the first and second anniversaries of November 30, 2016. The outstanding balance of this obligation was $1,200 as of July 1, 2017 and December 31, 2016.

On October 26, 2016, we acquired all of the outstanding equity interests of JBA. The purchase price allowed for the payment of $2,600 in shares of our common stock or a combination of cash and shares of our common stock, at our discretion, payable in two installments of $1,300, due on the first and second anniversaries of October 26, 2016. The outstanding balance of this obligation was $2,600 as of July 1, 2017 and December 31, 2016.

On May 20, 2016, the Company acquired all of the outstanding equity interests of Dade Moeller. The purchase price allowed for the payment of $3,000 in shares of our common stock or a combination of cash and shares of our common stock, at our discretion, payable in three installments of $1,000, due on the first, second and third anniversaries of May 20, 2016. The outstanding balance of this obligation was $2,000 and $3,000 as of July 1, 2017 and December 31, 2016, respectively.

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Uncollateralized Promissory Notes

On June 6, 2017, we acquired all of the outstanding equity interest in RDK. The purchase price included an uncollateralized $5,500 promissory note bearing interest at 3.0% (the “RDK Note”) payable in four installments of $1,375, due on the first, second, third and fourth anniversaries of June 6, 2017. The outstanding balance of the RDK Note was $5,500 and $0 as of July 1, 2017 and December 31, 2016.

On May 4, 2017, we acquired all of the outstanding equity interest in H&K. The purchase price included an uncollateralized $600 promissory note bearing interest at 3.0% (the “H&K Note”) payable in four installments of $150, due on the first, second, third and fourth anniversaries of May 4, 2017, the effective date of the acquisition.The outstanding balance of the H&K Note was $600 and $0 as of July 1, 2017 and December 31, 2016.

On May 1, 2017, we acquired all of the outstanding equity interest in Lochrane. The purchase price included an uncollateralized $2,200 promissory note bearing interest at 3.0% (the “Lochrane Note”) payable in four installments of $550, due on the first, second, third and fourth anniversaries of May 1, 2017, the effective date of the acquisition.The outstanding balance of the Lochrane Note was $2,200 and $0 as of July 1, 2017 and December 31, 2016.

On December 6, 2016, we acquired all of the outstanding interests of CivilSource. The purchase price included an uncollateralized $3,500 promissory note bearing interest at 3.0% (the “CivilSource Note”) payable in four installments of $875, due on the first, second, third and fourth anniversaries of December 6, 2016, the effective date of the acquisition. The outstanding balance of the CivilSource Note was $3,500 as of July 1, 2017 and December 31, 2016.

On November 30, 2016, we acquired all of the outstanding interests of Hanna. The purchase price included an uncollateralized $2,700 promissory note bearing interest at 3.0% (the “Hanna Note”) payable in four installments of $675, due on the first, second, third and fourth anniversaries of November 30, 2016, the effective date of the acquisition. The outstanding balance of the Hanna Note was $2,700 as of July 1, 2017 and December 31, 2016.

On October 26, 2016, we acquired all of the outstanding interests of JBA. The purchase price included an uncollateralized $7,000 promissory note bearing interest at 3.0% (the “JBA Note”) payable in five installments of $1,400, due on the first, second, third, fourth and fifth anniversaries of October 26, 2016, the effective date of the acquisition. The outstanding balance of the JBA Note was $7,000 as of July 1, 2017 and December 31, 2016.

On September 12, 2016, we acquired certain assets of Weir. The purchase price included an uncollateralized $500 promissory note bearing interest at 3.0% (the “Weir Note”) payable in four installments of $125, due on the first, second, third and fourth anniversaries of September 12, 2016, the effective date of the acquisition. The outstanding balance of the Weir Note was $500 as of July 1, 2017 and December 31, 2016.

On May 20, 2016, we acquired all of the outstanding equity interests of Dade Moeller. The purchase price included an aggregate of $6,000 of uncollateralized promissory notes bearing interest at 3.0% (the “Dade Moeller Notes”) payable in four equal payments of $1,500 each due on the first, second, third, and fourth anniversaries of May 20, 2016, the effective date of the acquisition. The outstanding balance of the Dade Moeller Notes was approximately $4,500 and $6,000 as of July 1, 2017 and December 31, 2016, respectively.

On July 1, 2015, we acquired all of the outstanding equity interests of RBA. The purchase price included an uncollateralized $4,000 promissory notes bearing interest at 3.0% (the “RBA Note”) payable in four equal payments of $1,000 each due on the first, second, third, and fourth anniversaries of July 1, 2015, the effective date of the acquisition. The outstanding balance of the RBA Note was $3,000 as of July 1, 2017 and December 31, 2016.

On June 24, 2015, we acquired certain assets of Allwyn. The purchase price included an uncollateralized $500 promissory note bearing interest at 3.5% (the “Allwyn Note”) that is payable in three equal payments of $167 each due on the first, second and third anniversaries of June 24, 2015, the effective date of the acquisition. The outstanding balance of the Allwyn Note was $166 and $333 as of July 1, 2017 and December 31, 2016, respectively.

On April 22, 2015, we acquired all of the outstanding equity interests of Mendoza. The purchase price included an uncollateralized $3,000 short-term promissory note, based on the collection of acquired accounts receivable and work in process, payable within one year, and an uncollateralized $500 promissory note bearing interest at 3% (the “Mendoza Note”) that is payable in two equal payments of $250 each due on the first and second anniversaries of April 22, 2015, the effective date of the acquisition. The outstanding balance of the Mendoza Note was $0 and $250 as of July 1, 2017 and December 31, 2016, respectively.

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On January 30, 2015, we acquired all of the outstanding equity interests of JLA. The purchase price included an uncollateralized $1,250 promissory note bearing interest at 3.5% (the “JLA Note”) that is payable in four equal payments of $313 each due on the first, second, third, and fourth anniversaries of January 30, 2015, the effective date of the acquisition. The outstanding balance of the JLA Note was $625 and $938 of July 1, 2017 and December 31, 2016, respectively.

On November 3, 2014, we acquired certain assets of the Buric Companies. The purchase price included an uncollateralized, 3% interest bearing promissory note in the aggregate principal amount of $300 (the “Buric Note”). The note is payable in three equal payments of $100 due on the first, second and third anniversaries of November 3, 2014, the effective date of the acquisition. The carrying value of the Buric Note was $100 as of July 1, 2017 and December 31, 2016.

On March 21, 2014, we acquired all of the outstanding equity interests of NV5, LLC. The purchase price includedan uncollateralized $3,000 promissory note bearing interest at 3.0% (the “AK Note”) that is payable in three equal payments of $1,000 each due on the first, second and third anniversaries of March 21, 2014, the effective date of the acquisition. The outstanding balance of the AK Note was $0 and $1,000 as of July 1, 2017 and December 31, 2016, respectively.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of July 1, 2017.

Effects of Inflation

Based on our analysis of the periods presented, we believe that inflation has not had a material effect on our operating results. There can be no assurance that future inflation will not have an adverse impact on our operating results and financial condition.

Recently Issued Accounting Pronouncements

For information on recently issued accounting pronouncements, see Note 1 of the notes to the unaudited 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, 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 Current Report on Form 10-Q reflect the Company’s current views with respect to future events and financial performance.

32

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:

● 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;

● general economic conditions, nationally and globally, and their effect on the demand and market for our services;

● fluctuations in our results of operations;

● the government’s funding and budgetary approval process;

● the possibility that our contracts may be terminated by our clients;

● our ability to win new contracts and renew existing contracts;

● 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 execute our mergers and acquisitions strategy, including the integration of new companies into our business;

● our ability to successfully manage our growth strategy;

● our ability to raise capital in the future;

● competitive pressures and trends in our industry and our ability to successfully compete with our competitors;

● our ability to avoid losses under fixed-price contracts;

● the credit and collection risks associated with our clients;

● our ability to comply with procurement laws and regulations;

● changes in laws, regulations, or policies;

● 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;

33

● significant influence by our principal stockholder and the existence of certain anti-takeover measures in our governing documents; and

● other factors identified throughout this Current 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 31, 2016. 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 31, 2016 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 the SEC’s Public Reference Room at 100 F. Street, NE, Washington, D.C. 20549 or at www.sec.gov. Please call the SEC at 1-800-SEC-0330 for information on the Public Reference Room. 

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 as substantially all of our debt is currently financed with 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 LIBOR (London Interbank Offered Rate) plus 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 July 1, 2017, the outstanding balance on the Senior Credit Facility was $47,000. As a result, we believe that our market risk is minimal.

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, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our 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, our Chief Executive Officer 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 such that the information relating to the Company required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

34

Changes in Internal Control Over Financial Reporting

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that there have not been any changes in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

35

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.

During the six months ended July 1, 2017, there have been no material changes to any of the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC.

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

Recent Sales of Unregistered Securities

During the three months ended July 1, 2017, we issued the following securities that were not registered under the Securities Act:

In May 2017, we issued 28,400 shares of our common stock as partial consideration for our acquisitions of Lochrane, H&K and Dade Moeller. In June 2017, we issued 18,072 shares of our common stock as partial consideration for our acquisition of RDK. These shares were issued in reliance upon Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. For a description of these acquisitions, see Note 4, Business Acquisitions, to the consolidated interim financial statements appearing under Part I of this Quarterly Report on Form 10-Q.

Issuer Purchase of Equity Securities

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

 ITEM 5. OTHER INFORMATION.

Effective March 7, 2017, the Audit Committee of our Board of Directors and the Board of Directors approved a change in our fiscal year-end and financial accounting cycle. With effect from January 1, 2017, the Company commenced reporting its financial results on a 52/53 week fiscal year ending on the Saturday closest to December 31st (whether or not in the following calendar year), with interim calendar quarters ending on the Saturday closest to the end of such calendar quarter (whether or not in the following calendar quarter). As such, in calendar year 2017, the first fiscal quarter ended on April 1, 2017, the second fiscal quarter ended on July 1, 2017, the third fiscal quarter will end on September 30, 2017, and the fiscal year will end on December 30, 2017.

36

ITEM 6.    EXHIBITS.

Number	Description
31.1*	Certification of Chief Executive Officer 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 Chief Executive Officer 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.

37

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.
	By:     /s/ Michael P. Rama
Date: August 3, 2017	Michael P. Rama Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

 38

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Dickerson Wright, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended July 1, 2017 of NV5 Global, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 3, 2017

/s/ Dickerson Wright

Dickerson Wright

Chairman & Chief Executive Officer,

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Michael P. Rama, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended July 1, 2017 of NV5 Global, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directo0rs (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 3, 2017

/s/ Michael P. Rama

Michael P. Rama

Vice President & Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NV5 Global, Inc. (the “Company”) on Form 10-Q for the quarter ended July 1, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Dickerson Wright, Chief Executive Officer of the Company, and Michael P. Rama, Chief Financial Officer of the Company, each certify, to the best of his knowledge, pursuant to Rule 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 3, 2017

/s/ Dickerson Wright

Dickerson Wright

Chairman & Chief Executive Officer

Date: August 3, 2017

/s/ Michael P. Rama

Michael P. Rama

Vice President & Chief Financial Officer

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by NV5 Global, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that NV5 Global, Inc. specifically incorporates it by reference.

A signed original of this written statement required by Rule 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934, as amended, and Section 906 has been provided to NV5 Global, Inc. and will be retained by NV5 Global, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Document And Entity Information - shares	6 Months Ended
	Jul. 01, 2017	Aug. 01, 2017
Document Information [Line Items]
Entity Registrant Name	NV5 Global, Inc.
Entity Central Index Key	0001532961
Trading Symbol	nvee
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		10,755,185
Document Type	10-Q
Document Period End Date	Jul. 01, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Amendment Flag	false

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Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 19,492	$ 35,666
Accounts receivable, net of allowance for doubtful accounts of $2,694 and $1,992 as of July 1, 2017 and December 31, 2016, respectively	104,474	75,511
Prepaid expenses and other current assets	3,876	1,874
Total current assets	127,842	113,051
Property and equipment, net	7,888	6,683
Intangible assets, net	71,094	40,861
Goodwill	98,536	59,380
Other assets	1,163	1,511
Total Assets	306,523	221,486
Current liabilities:
Accounts payable	18,945	13,509
Accrued liabilities	19,453	17,316
Income taxes payable	781	1,134
Billings in excess of costs and estimated earnings on uncompleted contracts	1,620	228
Client deposits	106	106
Current portion of contingent consideration	2,549	564
Current portion of notes payable and other obligations	11,010	10,764
Total current liabilities	54,464	43,621
Contingent consideration, less current portion	125	1,875
Notes payable and other obligations, less current portion	71,817	21,632
Deferred income tax liabilities, net	22,049	6,197
Total liabilities	148,455	73,325
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding	0	0
Common stock, $0.01 par value; 45,000,000 shares authorized, 10,744,736 and 10,566,528 shares issued and outstanding as of July 1, 2017 and December 31, 2016, respectively	107	106
Additional paid-in capital	121,343	118,026
Retained earnings	36,618	30,029
Total stockholders’ equity	158,068	148,161
Total liabilities and stockholders’ equity	$ 306,523	$ 221,486

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Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016
Accounts receivable, allowance for doubtful accounts	$ 2,694	$ 1,992
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	45,000,000	45,000,000
Common stock, shares issued (in shares)	10,744,736	10,566,528
Common stock, shares outstanding (in shares)	10,744,736	10,566,528

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Consolidated Statements of Net Income and Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jun. 30, 2016	Jul. 01, 2017	Jun. 30, 2016
Gross revenues	$ 83,736	$ 55,892	$ 147,795	$ 100,797
Direct costs (excluding depreciation and amortization):
Salaries and wages	25,663	18,216	47,016	33,470
Sub-consultant services	13,106	8,809	21,056	13,392
Other direct costs	3,607	2,658	6,641	4,902
Total direct costs	42,376	29,683	74,713	51,764
Gross Profit	41,360	26,209	73,082	49,033
Operating Expenses:
Salaries and wages, payroll taxes and benefits	21,110	14,038	39,757	26,479
General and administrative	7,140	4,127	12,569	8,225
Facilities and facilities related	2,991	2,016	5,615	3,737
Depreciation and amortization	3,253	1,439	5,754	2,681
Total operating expenses	34,494	21,620	63,695	41,122
Income from operations	6,866	4,589	9,387	7,911
Other expense:
Interest expense	(279)	(71)	(518)	(140)
Total other expense	(279)	(71)	(518)	(140)
Income before income tax expense	6,587	4,518	8,869	7,771
Income tax expense	(2,268)	(1,659)	(2,280)	(2,857)
Net Income and Comprehensive Income	$ 4,319	$ 2,859	$ 6,589	$ 4,914
Earnings per share:
Basic (in dollars per share)	$ 0.42	$ 0.33	$ 0.65	$ 0.59
Diluted (in dollars per share)	$ 0.40	$ 0.31	$ 0.61	$ 0.57
Weighted average common shares outstanding:
Basic (in shares)	10,171,969	8,793,471	10,127,610	8,262,248
Diluted (in shares)	10,723,804	9,172,944	10,721,744	8,640,022

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Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - 6 months ended Jul. 01, 2017 - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2016	10,566,528
Balance at Dec. 31, 2016	$ 106	$ 118,026	$ 30,029	$ 148,161
Stock compensation		1,582		1,582
Restricted stock issuance, net (in shares)	130,016
Restricted stock issuance, net	$ 1	(1)
Stock issuance for acquisitions (in shares)	46,472
Stock issuance for acquisitions		1,674		1,674
Payment of contingent consideration with common stock (in shares)	1,720
Payment of contingent consideration with common stock		62		62
Net income			6,589	6,589
Balance at Jul. 01, 2017	$ 107	$ 121,343	$ 36,618	$ 158,068
Balance (in shares) at Jul. 01, 2017	10,744,736

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Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jul. 01, 2017	Jun. 30, 2016
Cash Flows From Operating Activities:
Net income	$ 6,589	$ 4,914
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,754	2,681
Provision for doubtful accounts	189	212
Stock compensation	1,582	1,049
Change in fair value of contingent consideration	42	87
Loss on disposal property and equipment		2
Excess tax benefit from stock based compensation		(155)
Deferred income taxes	286	52
Changes in operating assets and liabilities, net of impact of acquisitions:
Accounts receivable	(8,485)	(6,419)
Prepaid expenses and other assets	(355)	30
Accounts payable	(5)	3,730
Accrued liabilities	(2,106)	460
Income taxes payable	(353)	52
Billings in excess of costs and estimated earnings on uncompleted contracts	1,392	(135)
Client deposits	(44)	134
Net cash provided by operating activities	4,486	6,694
Cash Flows From Investing Activities:
Cash paid for acquisitions (net of cash received from acquisitions)	(61,037)	(24,085)
Purchase of property and equipment	(991)	(428)
Net cash used in investing activities	(62,028)	(24,513)
Cash Flows From Financing Activities:
Proceeds from borrowings from Senior Credit Facility	47,000
Proceeds from secondary offering		51,319
Payments of secondary offering costs		(4,075)
Payments on notes payable	(5,070)	(2,711)
Payments of contingent consideration	(562)	(296)
Excess tax benefit from stock based compensation		155
Proceeds from exercise of unit warrant		1,008
Net cash provided by financing activities	41,368	45,400
Net (decrease) increase in Cash and Cash Equivalents	(16,174)	27,581
Cash and cash equivalents – beginning of period	35,666	23,476
Cash and cash equivalents – end of period	19,492	51,057
Supplemental disclosures of cash flow information:
Cash paid for interest	486	122
Cash paid for income taxes	2,349	2,743
Non-cash investing and financing activities:
Contingent consideration (earn-out)	818
Notes payable and other obligations for acquisitions	8,950	8,833
Stock issuance for acquisitions	1,674	875
Payment of contingent consideration and other obligations with common stock	$ 62	$ 163

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Note 1 - Organization and Nature of Business Operations

6 Months Ended

Jul. 01, 2017

Notes to Financial Statements

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

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 professional and technical engineering and consulting solutions to public and private sector clients in the infrastructure, energy, construction, real estate and environmental markets, operating out of more than

100

locations nationwide and abroad in Macau, Shanghai, Hong Kong, and Vietnam. 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, planning, design, consulting, permitting, inspection and field supervision, management oversight, forensic engineering, litigation support, condition assessment and compliance certification.

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Note 2 - Summary of Significant Accounting Policies

6 Months Ended

Jul. 01, 2017

Notes to Financial Statements

Significant Accounting Policies [Text Block]

Note

2

- Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements include the accounts of

NV5

Global, Inc. and those of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain all adjustments (consisting of only normal recurring 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 

31,

2016.

The accompanying consolidated balance sheet as of

December 31, 2016

has been derived from those financial statements. 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

2017

fiscal year.

 

Fiscal Year

 Effective

March 7, 2017,

the Audit Committee of our Board of Directors and the Board of Directors approved a change in our fiscal year-end and financial accounting cycle. With effect from

January 1, 2017,

the Company commenced reporting its financial results on a

52/53

week fiscal year ending on the Saturday closest to

December

31st

(whether or

not

in the following calendar year), with interim calendar quarters ending on the Saturday closest to the end of such calendar quarter (whether or

not

in the following calendar quarter). As such, in calendar year

2017,

the

first

fiscal quarter ended on

April 1, 2017,

the

second

fiscal quarter ended on

July 1, 2017,

the

third

fiscal quarter will end on

September 30, 2017,

and the fiscal year will end on

December 30, 2017.

 

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on management’s most recent assessment of underlying facts and circumstances using the most recent information available. Actual results could differ significantly from these estimates and assumptions, and the differences could be material.

Estimates and assumptions are evaluated periodically and adjusted when necessary. The more significant estimates affecting amounts reported in the consolidated financial statements relate to the fair value estimates used in accounting for business combinations including the valuation of identifiable intangible assets and contingent consideration, fair value estimates in determining the fair value of the Company’s reporting units for goodwill impairment assessment, revenue recognition on the percentage-of-completion method, allowances for uncollectible accounts and provision for income taxes.

Concentration of Credit Risk

Trade receivable balances carried by the Company are comprised of accounts from a diverse client base across a broad range of industries and are

not

collateralized. However, approximately

32%

and

35%

of the Company’s gross revenues for the

six

months ended

July 1, 2017

and

June 30, 2016,

respectively, are from California-based projects. The Company does

not

have any clients individually representing more than

10%

of gross revenues during the

six

months ended

July 1, 2017

and

June 30, 2016.

Furthermore, approximately

55%

and

71%

of the Company’s accounts receivable as of

July 1, 2017

and

December 31, 2016,

respectively, are for public and quasi-public projects. Management continually evaluates the creditworthiness of these and future clients and provides for bad debt reserves as necessary.

Fair Value of Financial Instruments

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The

three

levels of valuation hierarchy are defined as follows:

Level

1

- inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level

2

- inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level

3

- inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company considers cash and cash equivalents, accounts receivable, accounts payable, income taxes payable, accrued liabilities and debt obligations to meet the definition of financial instruments. As of

July 1, 2017

and

December 31, 2016,

the carrying amount of cash and cash equivalents, accounts receivable, accounts payable, income taxes payable and accrued liabilities approximate their fair value due to the relatively short period of time between their origination and their expected realization or payment. The carrying amounts of debt obligations approximate their fair values 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.

The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

805,

Business Combinations

, in the accounting for its acquisitions, which requires recognition of the assets acquired and the liabilities assumed at their acquisition date fair values, separately from goodwill. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the tangible and identifiable intangible assets acquired and liabilities assumed. The allocation of the purchase price to identifiable intangible assets (customer relationships, customer backlog, trade name and non-compete) is based on valuations performed to determine the fair values of such assets as of the acquisition dates. Generally, the Company engages a

third

-party independent valuation specialist to assist in management’s determination of fair values of tangible and intangible assets acquired and liabilities assumed. The fair values of earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates.  The Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the consolidated balance sheet. Changes in the estimated fair value of contingent earn-out payments are included in General and Administrative expenses on the Consolidated Statements of Net Income and Comprehensive Income.

Several factors are considered when determining contingent consideration liabilities as part of the purchase price, including whether (i) the valuation of the acquisitions is

not

supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (ii) the former owners of the acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of other key employees.  The contingent earn-out payments are

not

affected by employment termination.

We review and re-assess the estimated fair value of contingent consideration liabilities on a quarterly basis, and the updated fair value could differ materially from the initial estimates. 

The Company measures contingent consideration recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified within Level

3,

as defined in the accounting guidance. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the contingent consideration liabilities on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are projections over the earn-out period, and the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent consideration liabilities. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and amount paid will be recorded in earnings (see Note

10

). Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in income from operations.

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 performing the

two

-step quantitative impairment test is unnecessary. The

two

-step impairment test requires a comparison of the carrying value of the assets and liabilities associated with a reporting unit, including goodwill, with the fair value of the reporting unit. The Company determines fair value through multiple valuation techniques, and weights the results accordingly.

NV5

Global is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. If the carrying value of a reporting unit exceeds the fair value of the reporting unit, the Company would calculate the implied fair value of its reporting unit goodwill as compared to the carrying value of its reporting unit goodwill to determine the appropriate impairment charge, if any. The Company has elected to perform its annual goodwill impairment review on

August 1

of each year. The Company historically conducts its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill.

Identifiable intangible assets primarily include customer backlog, customer relationships, trade names and non-compete agreements. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets

may

be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value,

no

impairment is indicated. If the undiscounted cash flows do

not

exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model.

See Note

7

for further information on goodwill and identified intangibles.

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. 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. In accordance with the FASB ASC

260,

Earnings per Share

, the effect of potentially dilutive securities is

not

considered during periods of loss or if the effect is anti-dilutive. The weighted average number of shares outstanding in calculating basic earnings per share for the

three

and

six

months ended

July 1, 2017

and

June 30, 2016

exclude

536,489

and

495,042

non-vested restricted shares, respectively, issued since

2010.

These non-vested restricted shares are

not

included in basic earnings per share until the vesting requirement is met. The weighted average number of shares outstanding in calculating diluted earnings per share for the

three

and

six

months ended

July 1, 2017

and

June 30, 2016

includes, if outstanding, non-vested restricted shares and units, issuable shares related to acquisitions, and the warrants associated with the Company’s initial public offering. In calculating diluted earnings per share for the

three

and

six

months ended

July 1, 2017

and

June 30, 2016,

there were

no

potentially anti-dilutive securities.

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 for the

three

and

six

months ended

July 1, 2017

and

June 30, 2016:

	Three Months Ended				Six Months Ended
	July 1,		June 30,		July 1,		June 30,
	2017		2016		2017		2016
Numerator:
Net income – basic and diluted	$	4,319	$	2,859	$	6,589	$	4,914
Denominator:
Basic weighted average shares outstanding		10,171,969		8,793,471		10,127,610		8,262,248
Effect of dilutive non-vested restricted shares and units		266,242		224,892		300,339		211,549
Effect of issuable shares related to acquisitions		173,929		55,081		182,673		31,921
Effect of warrants		111,664		99,500		111,122		134,304
Diluted weighted average shares outstanding		10,723,804		9,172,944		10,721,744		8,640,022

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Note 3 - Recent Accounting Pronouncements

6 Months Ended

Jul. 01, 2017

Notes to Financial Statements

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

Note

3

– Recent Accounting Pronouncements

In

January 2017,

the FASB issued ASU

2017

-

04,

Intangibles-Goodwill and Other (Topic

350

) Simplifying the Test for Goodwill Impairment.

 This ASU eliminates Step

2

of the goodwill impairment test and simplifies how the amount of an impairment loss is determined. The update is effective for public companies in the beginning of fiscal year

2020

and shall be applied on a prospective basis. Early adoption is permitted for goodwill impairment tests performed on testing dates after

January 1, 2017. 

The Company is evaluating the provisions of ASU

2017

-

04

and its impact on the consolidated financial statements.

In

August 2016,

the FASB issued ASU

2016

-

15,

Statement of Cash Flows (Topic

230

), Classification of Certain Cash Receipts and Cash Payments.

This ASU clarifies guidance for cash flow classification to reduce current and potential future diversity in practice. The update is effective for public companies in the beginning of fiscal

2018.

The amendments should be applied using a retrospective transition method to each period presented. For items that are impractical to apply the amendments retrospectively, they shall be applied prospectively as of the earliest date practicable. Early adoption is permitted. The Company is evaluating the provisions of ASU

2016

-

15

and its impact on the Company's consolidated cash flows.

In

March 2016,

FASB issued Accounting Standards Update

2016

-

09,

Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting.

ASU

2016

-

09

simplifies the accounting for share-based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The Company adopted the requirements of ASU

2016

-

09

on

January 1, 2017

on a prospective basis, which resulted in a decrease in income tax expense of approximately

$860

for the

six

months ended

July 1, 2017.

ASU

2016

-

09

requires excess tax benefits be presented within the statement of cash flows as an operating activity rather than as a financing activity and excess tax benefits to be excluded from the assumed future proceeds in the calculation of diluted shares.

In

February 2016,

FASB issued ASU

2016

-

02,

Leases

. ASU

2016

-

02

requires lessees to recognize, in the balance sheet, a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset over the lease term. The amendments in this accounting standard update are to be applied using a modified retrospective approach and are effective for fiscal years beginning after

December 15, 2018.

We are currently evaluating the requirements of ASU

2016

-

02

and its impact on the consolidated financial statements.

In

May 2014,

the FASB issued ASU

2014

-

09,

Revenue from Contracts with Customers.

This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to acustomer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU was originally effective for annual reporting periods beginning after

December 15, 2016

and early adoption is permitted as of the original effective date. Companies

may

use either a full retrospective or a modified retrospective approach to adopt this ASU. In

July 2015,

FASB voted to approve a

one

-year deferral of the effective date to

December 31, 2017

for interim and annual reporting periods beginning after that date and permitted early adoption of the standard, but

not

before the original effective date of

December 15, 2016.

As a result, ASU

2014

-

09

will become effective for us in the

first

quarter of our fiscal year ending

December 

31,

2018.

The Company has begun its assessment and is evaluating the areas of impact on its consolidated financial statements. The Company has decided to adopt this standard under the modified retrospective approach and is still evaluating

the impact of adopting ASU

2014

-

09

on the Company's consolidated net income, financial position, cash flows, disclosures, information technology systems and internal controls.

XML

Note 4 - Business Acquisitions

6 Months Ended

Jul. 01, 2017

Notes to Financial Statements

Business Combination Disclosure [Text Block]

Note

4

– Business Acquisitions

On

June 6, 2017,

the Company acquired all of the outstanding equity interests in Richard D. Kimball Co., Inc. ("RDK"), an established leader in the provision of energy efficiency and mechanical, electric and plumbing (MEP) services based in Boston, Massachusetts. In addition to MEP and fire protection services, RDK offers commissioning services, technology design services, and energy and sustainability services, including Whole Building Energy Modeling and ASHRAE Level Energy Audits, Green Building Certification, Energy Code Consulting, Carbon Emissions Management, and Renewable Energy Management. RDK primarily serves commercial, healthcare, science and technology, education, government, and transportation clients. The purchase price of this acquisition is up to

$22,500,

subject to customary closing working capital adjustments, including

$15,000

in cash,

$5,500

in promissory notes (bearing interest at

3.0%

), payable in

four

installments of

$1,375,

due on the first, second,

third

and

fourth

anniversaries of

June 6, 2017 (

see Note

9

),

$667

of the Company’s common stock (

18,072

shares) as of the closing date of the acquisition, and

$1,333

in stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in

two

equal installments, due on the

first

and

second

anniversaries of

June 6, 2017.

In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for RDK, we engaged a

third

-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities, however as of the date of this report, the valuation was

not

final. We expect to finalize the purchase price allocation with respect to this transaction by the end of the

fourth

quarter of

2017.

On

May 4, 2017,

the Company acquired all of the outstanding equity interests in Holdrege & Kull, Consulting Engineers and Geologists (“H&K”), a full-service geotechnical engineering firm based in Northern California. H&K provides services to public, municipal and special district, industrial, and private sector clients. The purchase price of this acquisition is up to

$2,200

including

$1,000

in cash,

$600

in promissory notes (bearing interest at

3.0%

), payable in

four

installments of

$150,

due on the first, second,

third

and

fourth

anniversaries of

May 4, 2017,

the effective date of the acquisition (see Note

9

), and

$100

of the Company’s common stock (

2,628

shares) as of the closing date of the acquisition. The purchase price also included an interest bearing earn-out of

$500

promissory note, subject to the achievement of certain agreed upon metrics for calendar year

2017.

The earn-out promissory note is payable in

four

installments of

$125,

due on the first, second,

third

and

fourth

anniversaries of

May 4, 2017.

The earn-out of

$500

was recorded at its estimated fair value of

$405,

based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date. The note and the earn-out are due to a related party individual. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for H&K, we engaged a

third

-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities, however as of the date of this report, the valuation was

not

final. We expect to finalize the purchase price allocation with respect to this transaction by the end of the

fourth

quarter of

2017.

On

May 1, 2017,

the Company acquired all of the outstanding equity interests in Lochrane Engineering, Inc. (“Lochrane”), an Orlando, Florida based civil engineering firm, which specializes in the provision of services on major roadway projects, and its major clients include the Florida Department of Transportation and Florida’s Turnpike Enterprise.

The purchase price of this acquisition is up to

$4,940

including

$2,690

in cash,

$2,200

in promissory notes (bearing interest at

3.0%

), payable in

four

installments of

$550,

due on the first, second,

third

and

fourth

anniversaries of

May 1, 2017,

the effective date of the acquisition (see Note

9

),

$17

of the Company’s common stock (

441

shares) as of the closing date of the acquisition, and

$33

in stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in

two

equal installments, due on the

first

and

second

anniversaries of

May 1, 2017.

Included in the

$2,200

promissory notes, is an earn-out of

$550,

subject to the achievement of certain agreed upon metrics for calendar year

2017.

The earn-out of

$550

is interest bearing and was recorded at its estimated fair value of

$413,

based on a probability-weighted approach valuation technique used to determine the fair value of the contingent consideration on the acquisition date. The note and the earn-out are due to a related party individual.

In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for Lochrane, we engaged a

third

-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities, however as of the date of this report, the valuation was

not

final. We expect to finalize the purchase price allocation with respect to this transaction by the end of the

fourth

quarter of

2017.

On

April 14, 2017,

the Company acquired all of the outstanding equity interests in Bock & Clark Corporation (“B&C”), an Akron, Ohio based surveying, commercial zoning, and environmental services firm. The acquisition of B&C will expand our cross-selling opportunities within our infrastructure engineering, surveying, and program management groups and with our financial and transactional real estate clients. The aggregate purchase price consideration paid by the Company in connection with the acquisition was

$42,000,

subject to customary closing working capital adjustments, funded entirely in cash. In order to ultimately determine the fair values of tangible and intangible assets acquired and liabilities assumed for Bock & Clark, we engaged a

third

-party independent valuation specialist to assist in the determination of fair values of tangible and intangible assets acquired and liabilities, however as of the date of this report, the valuation was

not

final. We expect to finalize the purchase price allocation with respect to this transaction by the end of the

fourth

quarter of

2017.

On

May 20, 2016,

the Company acquired Dade Moeller & Associates, Inc., a North Carolina corporation ("Dade Moeller"). Dade Moeller provides professional services in radiation protection, health physics, and worker safety to government and commercial facilities.  Dade Moeller's technical expertise includes radiation protection, industrial hygiene and safety, environmental services and laboratory consulting.  This acquisition expanded the Company’s environmental, health and safety services and allows the Company to offer these services on a broader scale within its existing network. The purchase price of this acquisition was

$20,000

including

$10,000

in cash,

$6,000

in promissory notes (bearing interest at

3.5%

), payable in

four

installments of

$1,500,

due on the first, second,

third

and

fourth

anniversaries of

May 20, 2016,

the effective date of the acquisition (see Note

9

),

$1,000

of the Company’s common stock (

36,261

shares) as of the closing date of the acquisition, and

$3,000

in stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in

three

installments of

$1,000,

due on the first,

second

and

third

anniversaries of

May 20, 2016.

On

February 1, 2016,

the Company acquired Sebesta, Inc. (“Sebesta”), a St. Paul, Minnesota-based mechanical, electrical and plumbing (“MEP”) engineering and energy management company. Primary clients include federal and state governments, power and utility companies, and major educational, healthcare, industrial and commercial property owners throughout the United States. The purchase price of this acquisition was

$14,000

paid from cash on hand. This acquisition expanded the Company’s MEP engineering and energy and allows the Company to offer these services on a broader scale within its existing network. In addition, this acquisition strengthens the Company’s geographic diversification and allows the Company to continue expanding its national footprint.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition dates for the acquisitions closed during

2017

and

2016:

	July 1,			December 31,
	2017			2016
Cash	$	313		$	128
Accounts receivable		20,667			20,221
Property and equipment		1,468			4,301
Prepaid expenses		968			1,336
Other assets		332			841
Intangible assets:
Customer relationships		29,762			26,188
Trade name		2,182			1,922
Customer backlog		1,087			3,898
Non-compete		1,703			1,259
Favorable (unfavorable) lease		-			(225	)
Total Assets		58,482			59,869
Liabilities		(11,378	)		(12,250	)
Deferred tax liabilities		(15,567	)		(7,892	)
Net assets acquired		31,537			39,727
Consideration paid (Cash, Notes and/or stock)		71,013			76,011
Contingent earn-out liability (Cash and stock)		818			1,417
Total Consideration		71,831			77,428
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)	$	40,294		$	37,701

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. Goodwill acquired of

$2,555

and

$0

during the

six

months ended

July 1, 2017

and

June 30, 2016,

respectively, was assigned to the INF reportable segment. Goodwill acquired of

$37,739

and

$15,199

during the

six

months ended

July 1, 2017

and

June 30, 2016,

respectively, was assigned to the BES reportable segment. Goodwill of approximately

$1,338

and

$15,199

from acquisitions during the

six

months ended

July 1, 2017

and

June 30, 2016,

respectively, is expected to be deductible for income tax purposes.  

The consolidated financial statements of the Company for the

three

and

six

months ended

July 1, 2017

include the results of operations from the businesses acquired during

2017

from their respective dates of acquisition to

July 1, 2017.

For both the

three

and

six

months ended

July 1, 2017,

the results include gross revenues of

$14,208

and income before income taxes of

$2,941.

The consolidated financial statements of the Company for the

three

and

six

months ended

June 30, 2016

include the results of operations from the businesses acquired during

2016

from their respective dates of acquisition to

June 30, 2016.

For the

three

and

six

months ended

June 30, 2016,

the results include gross revenues of

$9,662

and

$15,117,

respectively, and income before income taxes of

$1,021

and

$1,452,

respectively. Included in general and administrative expense for the

three

and

six

months ended

July 1, 2017

is

$439

and

$577,

respectively, of acquisition-related costs pertaining to the Company’s acquisition activities.

The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for the

three

and

six

months ended

July 1, 2017

as if Dade Moeller, B&C and RDK acquisitions had occurred as of

January 1, 2016.

The pro forma information provided below is compiled from the financial statements of Dade Moeller, B&C and RDK, which includes pro forma adjustments for amortization expense, adjustments to certain expenses, and the income tax impact of these adjustments. The pro forma results are

not

necessarily indicative of (i) the results of operations that would have occurred had the Dade Moeller, B&C and RDK operations actually been acquired on

January 1, 2016;

or (ii) future results of operations:

	Three Months Ended				Six Months Ended
	July 1,		June 30,		July 1,		June 30,
	2017		2016		2017		2016
Gross revenues	$	91,365	$	77,255	$	171,233	$	143,608
Net income	$	4,580	$	4,496	$	7,629	$	7,222
Basic earnings per share	$	0.45	$	0.52	$	0.75	$	0.87
Diluted earnings per share	$	0.43	$	0.50	$	0.71	$	0.82

The Company has determined the supplemental disclosures pursuant to ASC

805

-

10

-

502h,

the Lochrane and H&K acquisitions were

not

material to the Company’s unaudited interim consolidated financial statements both individually and in the aggregate.

XML

Note 5 - Accounts Receivable, Net

6 Months Ended

Jul. 01, 2017

Notes to Financial Statements

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

 

Note

5

– Accounts Receivable, net

Accounts receivable, net, consists of the following:

	July 1,			December 31,
	2017			2016
Billed	$	76,107		$	53,756
Unbilled		30,531			23,237
Contract retentions		530			510
		107,168			77,503
Less: allowance for doubtful accounts		(2,694	)		(1,992	)
Accounts receivable, net	$	104,474		$	75,511

Billed accounts receivable represents amounts billed to clients that remain uncollected as of the balance sheet date. Unbilled accounts receivable represents recognized amounts pending billing pursuant to contract terms or accounts billed after period end, and are expected to be billed and collected within the next

12

months.

XML

Note 6 - Property and Equipment, Net

6 Months Ended

Jul. 01, 2017

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

Note

6

– Property and Equipment, net

Property and equipment, net, consists of the following:

	July 1,			December 31,
	2017			2016
Office furniture and equipment	$	1,436		$	1,329
Computer equipment		8,211			6,808
Survey and field equipment		1,935			1,426
Leasehold improvements		1,590			1,583
		13,172			11,146
Accumulated depreciation		(5,284	)		(4,463	)
Property and equipment – net	$	7,888		$	6,683

Depreciation expense was

$683

and

$1,254

for the

three

and

six

months ended

July 1, 2017,

respectively, and

$414

and

$792

for the

three

and

six

months ended

June 30, 2016,

respectively.

XML

Note 7 - Goodwill and Intangible Assets

6 Months Ended

Jul. 01, 2017

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

Note

7

– Goodwill and Intangible Assets

Goodwill

On

August 1, 2016,

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, 2016.

There were

no

indicators, events or changes in circumstances that would indicate goodwill was impaired during the period from

August 2, 2016

through

July 1, 2017.

The table set forth below shows the change in goodwill during the

six

months ended

July 1, 2017

and year ended

December 31, 2016:

	July 1,			December 31,
	2017			2016
Balance as of the beginning of the year	$	59,380		$	21,679
Acquisitions		40,294			37,701
Reduction from working capital proceeds		(1,138	)		-
Balance as of the end of the period	$	98,536		$	59,380

During the

six

months ended

July 1, 2017,

the Company revised its allocation of purchase price for its JBA acquisition and reduced goodwill by

$1,138.

Intangible Assets

Intangible assets, net, as of

July 1, 2017

and

December 31, 2016

consist of the following:

	July 1, 2017							December 31, 2016
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Customer relationships	$	68,562	$	(8,052	)	$	60,510	$	38,801	$	(5,746	)	$	33,055
Trade name		6,367		(3,863	)		2,504		4,185		(2,746	)		1,439
Customer backlog		7,694		(3,043	)		4,651		6,607		(2,284	)		4,323
Favorable lease		553		(122	)		431		553		(158	)		395
Non-compete		4,249		(1,251	)		2,998		2,546		(897	)		1,649
Total	$	87,425	$	(16,331	)	$	71,094	$	52,692	$	(11,831	)	$	40,861

Trade names are amortized on a straight-line basis over their estimated lives ranging from

1

to

3

years. Customer backlog and customer relationships are amortized on a straight-lines basis over estimated lives ranging from

1

to

9

years. Non-compete agreements are amortized on a straight-line basis over their contractual lives ranging from

4

to

5

years. Favorable lease is amortized on a straight-line basis over the remaining lease term of

9

years.

Amortization expense was

$2,569

and

$4,500

for the

three

and

six

months ended

July 1, 2017,

respectively, and

$1,025

and

$1,889

for the

three

and

six

months ended

June 30, 2016,

respectively.

As of

July 1, 2017,

the future estimated aggregate amortization related to intangible assets is as follows:

Period ending July 1,
2018	$	10,861
2019		9,445
2020		7,618
2021		6,963
2022		6,643
Thereafter		29,564
Total	$	71,094

XML

Note 8 - Accrued Liabilities

6 Months Ended

Jul. 01, 2017

Notes to Financial Statements

Accrued Liabilities Disclosure [Text Block]

Note

8

– Accrued Liabilities

Accrued liabilities consist of the following:

	July 1,		December 31,
	2017		2016
Deferred rent	$	670	$	696
Payroll and related taxes		5,909		4,518
Professional liability reserve		202		190
Benefits		4,329		1,673
Accrued vacation		6,573		5,327
Unreognized tax benefits		770		770
Other		1,000		4,142
Total	$	19,453	$	17,316

XML

Note 9 - Notes Payable and Other Obligations

6 Months Ended

Jul. 01, 2017

Notes to Financial Statements

Debt Disclosure [Text Block]

Note

9

– Notes Payable and Other Obligations

Notes payable and other obligations consists of the following:

	July 1,			December 31,
	2017			2016
Senior Credit Facility	$	47,000		$	-
Note Payable		40			278
Other Obligations		6,313			6,047
Uncollateralized promisory notes		29,474			26,071
Total Notes Payable and Other Obligations		82,827			32,396
Current portion of notes payable and other obligations		(11,010	)		(10,764	)
Notes payable and other obligations, less current portion	$	71,817		$	21,632

Senior

Credit Facility

On

December 7, 2016,

the Company entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”). Pursuant to the Credit Agreement, Bank of America agreed to be the sole administrative agent for a

five

-year

$80,000

Senior Secured Revolving Credit Facility (“Senior Credit Facility”) to the Company and, together with PNC Bank, National Association and Regions Bank as the other lenders under the Senior Credit Facility, has committed to lend to the Company all of the Senior Credit Facility, subject to certain terms and conditions. MLPFS has undertaken to act as sole lead arranger and sole book manager for the Senior Credit Facility. In addition, the Senior Credit Facility includes an accordion feature permitting the Company to request an increase in the Senior Credit Facility by an additional amount of up to

$60,000.

The Senior Credit Facility includes a

$5,000

sublimit for the issuance of standby letters of credit and a

$15,000

sublimit for swingline loans. The proceeds of the Senior Credit Facility are intended to be used (i) to finance permitted acquisitions, (ii) for capital expenditures, and (iii) for general corporate purposes.

Borrowings under the Credit Agreement are at variable rates which are, at our option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offered Rate) plus 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).

The Senior Credit Facility contains certain financial covenants, including a maximum leverage ratio of

3.0:1

and minimum fixed charge coverage ratio of

1.20:1.

Furthermore, the Senior Credit Facility also contains financial reporting covenant provisions and other covenants, representations, warranties, indemnities, and events of default that are customary for facilities of this type. As of

July 1, 2017

and

December 31, 2016,

the Company is in compliance with these financial and reporting covenants. As of

July 1, 2017

and

December 31, 2016,

the outstanding balance on the Senior Credit Facility was

$47,000

and

$0,

respectively.

Note Payable

The note held by the seller of Nolte Associates Inc. (the “Nolte Note”) is currently outstanding with a maturity date of

July 

29,

2017.

The Nolte Note bears interest at the prime rate plus

1%,

subject to a maximum rate of

7.0%.

As of

July 1, 2017

and

December 31, 2016,

the actual interest rate was

4.25%.

Under the terms of the Nolte Note, as amended, the Company pays quarterly principal installments of approximately

$100

plus interest. The Nolte Note is unsecured and the Company is permitted to make periodic principal and interest payments. As of

July 1, 2017

and

December 31, 2016,

the outstanding balance on the Nolte Note was approximately

$40

and

$278,

respectively.

Other Obligations

On

June 6, 2017,

the Company acquired all of the outstanding equity interest in RDK. The purchase price allowed for the payment of

$1,333

in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in

two

equal installments, due on the

first

and

second

anniversaries of

June 6, 2017.

The outstanding balance of this obligation was

$1,333

and

$0

as of

July 1, 2017

and

December 31, 2016,

respectively.

On

November 30, 2016,

the Company acquired all of the outstanding equity interests of Hanna. The purchase price allowed for the payment of

$1,200

in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in

two

installments of

$600,

due on the

first

and

second

anniversaries of

November 30, 2016.

The outstanding balance of this obligation was

$1,200

as of

July 1, 2017

and

December 31, 2016.

On

October 26, 2016,

the Company acquired all of the outstanding equity interests of JBA. The purchase price allowed for the payment of

$2,600

in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in

two

installments of

$1,300,

due on the

first

and

second

anniversaries of

October 26, 2016.

The outstanding balance of this obligation was

$2,600

as of

July 1, 2017

and

December 31, 2016.

On

May 20, 2016,

the Company acquired all of the outstanding equity interests of Dade Moeller. The purchase price allowed for the payment of

$3,000

in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at our discretion, payable in

three

installments of

$1,000,

due on the first,

second

and

third

anniversaries of

May 20, 2016.

The outstanding balance of this obligation was

$2,000

and

$3,000

as of

July 1, 2017

and

December 31, 2016,

respectively.

Uncollateralized Promissory Notes

On

June 6, 2017,

the Company acquired all of the outstanding equity interest in RDK. The purchase price included an uncollateralized

$5,500

promissory note bearing interest at

3.0%

(the “RDK Note”) payable in

four

installments of

$1,375,

due on the first, second,

third

and

fourth

anniversaries of

June 6, 2017.

The outstanding balance of the RDK Note was

$5,500

and

$0

as of

July 1, 2017

and

December 31, 2016.

On

May 4, 2017,

the Company acquired all of the outstanding equity interest in H&K. The purchase price included an uncollateralized

$600

promissory note bearing interest at

3.0%

(the “H&K Note”) payable in

four

installments of

$150,

due on the first, second,

third

and

fourth

anniversaries of

May 4, 2017,

the effective date of the acquisition.

The outstanding balance of the H&K Note was

$600

and

$0

as of

July 1, 2017

and

December 31, 2016.

On

May 1, 2017,

the Company acquired all of the outstanding equity interest in Lochrane. The purchase price included an uncollateralized

$2,200

promissory note bearing interest at

3.0%

(the “Lochrane Note”) payable in

four

installments of

$550,

due on the first, second,

third

and

fourth

anniversaries of

May 1, 2017,

the effective date of the acquisition.

The outstanding balance of the Lochrane Note was

$2,200

and

$0

as of

July 1, 2017

and

December 31, 2016.

On

December 6, 2016,

the Company acquired all of the outstanding interests of CivilSource. The purchase price included an uncollateralized

$3,500

promissory note bearing interest at

3.0%

(the “CivilSource Note”) payable in

four

installments of

$875,

due on the first, second,

third

and

fourth

anniversaries of

December 6, 2016,

the effective date of the acquisition. The outstanding balance of the CivilSource Note was

$3,500

as of

July 1, 2017

and

December 31, 2016.

On

November 30, 2016,

the Company acquired all of the outstanding interests of Hanna. The purchase price included an uncollateralized

$2,700

promissory note bearing interest at

3.0%

(the “Hanna Note”) payable in

four

installments of

$675,

due on the first, second,

third

and

fourth

anniversaries of

November 30, 2016,

the effective date of the acquisition. The outstanding balance of the Hanna Note was

$2,700

as of

July 1, 2017

and

December 31, 2016.

On

October 26, 2016,

the Company acquired all of the outstanding interests of JBA. The purchase price included an uncollateralized

$7,000

promissory note bearing interest at

3.0%

(the “JBA Note”) payable in

five

installments of

$1,400,

due on the first, second, third,

fourth

and

fifth

anniversaries of

October 26, 2016,

the effective date of the acquisition. The outstanding balance of the JBA Note was

$7,000

as of

July 1, 2017

and

December 31, 2016.

On

September 12, 2016,

the Company acquired certain assets of Weir. The purchase price included an uncollateralized

$500

promissory note bearing interest at

3.0%

(the “Weir Note”) payable in

four

installments of

$125,

due on the first, second,

third

and

fourth

anniversaries of

September 12, 2016,

the effective date of the acquisition. The outstanding balance of the Weir Note was

$500

as of

July 1, 2017

and

December 31, 2016.

On

May 20, 2016,

the Company acquired all of the outstanding equity interests of Dade Moeller. The purchase price included an aggregate of

$6,000

of uncollateralized promissory notes bearing interest at

3.0%

(the “Dade Moeller Notes”) payable in

four

equal payments of

$1,500

each due on the first, second, third, and

fourth

anniversaries of

May 20, 2016,

the effective date of the acquisition. The outstanding balance of the Dade Moeller Notes was approximately

$4,500

and

$6,000

as of

July 1, 2017

and

December 31, 2016,

respectively.

On

July 1, 2015,

the Company acquired all of the outstanding equity interests of RBA. The purchase price included an uncollateralized

$4,000

promissory notes bearing interest at

3.0%

(the “RBA Note”) payable in

four

equal payments of

$1,000

each due on the first, second, third, and

fourth

anniversaries of

July 1, 2015,

the effective date of the acquisition. The outstanding balance of the RBA Note was

$3,000

as of

July 1, 2017

and

December 31, 2016.

On

June 24, 2015,

the Company acquired certain assets of Allwyn. The purchase price included an uncollateralized

$500

promissory note bearing interest at

3.5%

(the “Allwyn Note”) that is payable in

three

equal payments of

$167

each due on the first,

second

and

third

anniversaries of

June 24, 2015,

the effective date of the acquisition. The outstanding balance of the Allwyn Note was

$166

and

$333

as of

July 1, 2017

and

December 31, 2016,

respectively.

On

April 22, 2015,

the Company acquired all of the outstanding equity interests of Mendoza. The purchase price included an uncollateralized

$3,000

short-term promissory note, based on the collection of acquired accounts receivable and work in process, payable within

one

year, and an uncollateralized

$500

promissory note bearing interest at

3%

(the “Mendoza Note”) that is payable in

two

equal payments of

$250

each due on the

first

and

second

anniversaries of

April 22, 2015,

the effective date of the acquisition. The outstanding balance of the Mendoza Note was

$0

and

$250

as of

July 1, 2017

and

December 31, 2016,

respectively.

On

January 30, 2015,

the Company acquired all of the outstanding equity interests of JLA. The purchase price included an uncollateralized

$1,250

promissory note bearing interest at

3.5%

(the “JLA Note”) that is payable in

four

equal payments of

$313

each due on the first, second, third, and

fourth

anniversaries of

January 30, 2015,

the effective date of the acquisition. The outstanding balance of the JLA Note was

$625

and

$938

as of

July 1, 2017

and

December 31, 2016,

respectively.

On

November 3, 2014,

the Company acquired certain assets of the Buric Companies. The purchase price included an uncollateralized,

3%

interest bearing promissory note in the aggregate principal amount of

$300

(the “Buric Note”). The note is payable in

three

equal payments of

$100

due on the first,

second

and

third

anniversaries of

November 3, 2014,

the effective date of the acquisition. The carrying value of the Buric Note was approximately

$100

as of

July 1, 2017

and

December 31, 2016.

On

March 21, 2014,

the Company acquired all of the outstanding equity interests of

NV5,

LLC. The purchase price included

an uncollateralized

$3,000

promissory note bearing interest at

3.0%

(the “AK Note”) that is payable in

three

equal payments of

$1,000

each due on the first,

second

and

third

anniversaries of

March 21, 2014,

the effective date of the acquisition. The outstanding balance of the AK Note was

$0

and

$1,000

as of

July 1, 2017

and

December 31, 2016.

Future contractual maturities of long-term debt as of

July 1, 2017

are as follows:

Period ending July 1,
2018	$	11,010
2019		11,891
2020		6,513
2021		52,013
2022		1,400
Total	$	82,827

As of

July 1, 2017

and

December 31, 2016,

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.

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Note 10 - Contingent Consideration

6 Months Ended

Jul. 01, 2017

Notes to Financial Statements

Contingencies Disclosure [Text Block]

Note

10

– Contingent Consideration

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

	July 1,			December 31,
	2017			2016
Contingent consideration, beginning of the year	$	2,439		$	1,279
Additions for acquisitions		818			1,417
Reduction of liability for payments made		(625	)		(458	)
Increase (reduction) of liability related to re-measurement of fair value		42			201
Total contingent consideration, end of the period		2,674			2,439
Current portion of contingent consideration		(2,549	)		(564	)
Contingent consideration, less current portion	$	125		$	1,875

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Note 11 - Commitments and Contingencies

6 Months Ended

Jul. 01, 2017

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

Note

11

– 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.

The Company’s office leases are classified as operating leases and rent expense is included in facilities and facilities related expense in the Company’s Consolidated Statements of Net Income and Comprehensive Income. Some lease terms include rent and other concessions and rent escalation clauses which are included in computing minimum lease payments. Minimum lease payments are recognized on a straight-line basis over the minimum lease term. The variance of rent expense recognized from the amounts contractually due pursuant to the underlying leases is included in accrued liabilities in the Company’s consolidated balance sheets.

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Note 12 - Stock-based Compensation

6 Months Ended

Jul. 01, 2017

Notes to Financial Statements

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note

12

– Stock-Based Compensation

In

October 2011,

the Company’s stockholders approved the

2011

Equity Incentive Plan, which was subsequently amended and restated in

March 2013 (

as amended, the

“2011

Equity Plan”). The

2011

Equity Plan provides directors, executive officers, and other employees of the Company with additional incentives by allowing them to acquire ownership interest in the business and, as a result, encouraging them to contribute to the Company’s success. The Company

may

provide these incentives through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units, and other cash-based or stock-based awards. As of

July 1, 2017,

864,965

shares of common stock are authorized and reserved for issuance under the

2011

Equity Plan. This reserve automatically increases on each

January 

1

from

2014

through

2023,

by an amount equal to the smaller of (i) 

3.5%

of the number of shares issued and outstanding on the immediately preceding

December 

31,

or (ii) an amount determined by the Company’s Board of Directors. The restricted shares of common stock granted generally provide for service-based vesting after

two

to

four

years following the grant date. A summary of the changes in unvested shares of the restricted stock during the

six

months ended year ended

July 1, 2017

is presented below.

The following table summarizes the status of restricted stock awards as of

July 1, 2017

and

December 31, 2016,

and changes during

2017:

	Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units			Weighted Average Grant Date Fair Value
Unvested shares as of December 31, 2016		502,773		$	19.35
Granted		141,154		$	36.77
Vested		(82,225	)	$	9.31
Forfeited		(17,993	)	$	27.93
Unvested shares as of July 1, 2017		543,709		$	21.52

Share-based compensation expense relating to restricted stock awards during the

three

and

six

months ended

July 1, 2017

was

$830

and

$1,582,

respectively, and

$550

and

$1,049

for the

three

and

six

months ended

June 30, 2016,

respectively. Approximately

$9,400

of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of

2.69

years, is unrecognized at

July 1, 2017.

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Note 13 - Income Taxes

6 Months Ended

Jul. 01, 2017

Notes to Financial Statements

Income Tax Disclosure [Text Block]

Note

13

– Income Taxes

In

November 2015,

the FASB issued ASU

2015

-

17,

Balance Sheet Classification of Deferred Taxes

to simplify the presentation of deferred income taxes. The amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The Company adopted ASU

2015

-

17

as of

January 1, 2017

and retrospectively applied ASU

2015

-

17

to all periods presented. As of

January 1, 2017,

the Company reclassified

$2,173

of deferred tax assets from "Current assets" to "Non-current liabilities" on the Consolidated Balance Sheets.

As of

July 1, 2017

and

December 31, 2016,

the Company had net non-current deferred tax liabilities of

$22,049

and

$6,197,

respectively.

No

valuation allowance against the Company’s deferred income tax assets is needed as of

July 1, 2017

and

December 31, 2016

as it is more-likely-than-

not

that the positions will be realized upon settlement. Deferred income tax liabilities primarily relate to intangible assets and accounting basis adjustments where the Company has a future obligation for tax purposes. During the

six

months ended

July 1, 2017,

the Company recorded a deferred tax liability of approximately

$15,567

in conjunction with the purchase price allocation of B&C, RDK and H&K as a result of the intangibles acquired in the acquisitions.

The Company’s consolidated effective income tax rate was

36.5%

and

35.4%

for the

three

and

six

months ended

July 1, 2017,

respectively and

36.7%

and

36.8%

for the

three

and

six

months ended

June 30, 2016,

respectively. The difference between the effective income tax rate and the combined statutory federal and state income tax rate of approximately

39.0%

is principally due to the federal domestic production activities deduction and research and development credits. Furthermore, during the

three

and

six

months ended

July 1, 2017,

the Company recorded a reduction in income tax expense of

$138

and

$860,

respectively, relating to the income tax benefit received in conjunction with the vesting of restricted stock during the periods. Also contributing to the decrease in the effective tax rate for the

three

and

six

months ended

July 1, 2017,

is the lower effective tax rate applicable to the Asia operations purchased in the JBA acquisition at the end of

2016.

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. The California Franchise Tax Board (“CFTB”) is challenging the use of certain research and development tax credits generated for the years

2005

to

2014.

Fiscal years

2005

through

2016

are considered open tax years in the State of California and

2013

through

2016

in the U.S. federal jurisdiction and other state jurisdictions. During

2016,

the Internal Revenue Service informed the Company of its interest to examine the income tax return for the tax year

2014.

 At

July 1, 2017

and

December 31, 2016,

the Company had

$770

of unrecognized tax benefits. Included in the balance of unrecognized tax benefits at

July 1, 2017

and

December 31, 2016

were

$770

of tax benefits that, if recognized, would affect our effective tax rate. It is

not

expected that there will be a significant change in the unrecognized tax benefits in the next

12

 months.

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Note 14 - Reportable Segments

6 Months Ended

Jul. 01, 2017

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

Note

1

4

– Reportable Segments

The Company reports segment information in accordance with ASC Topic

No.

 

280

“

Segment Reporting”

(“Topic

No.

 

280”

). The Company’s service capabilities are organized into

five

verticals: infrastructure, engineering, and support services; construction quality assurance; program management; energy services; and environmental services. The Company’s Chief Executive Officer is the chief operating decision maker and organized the Company into

two

operating and reportable segments: Infrastructure (INF), which includes our engineering, civil program management, and construction quality assurance practices; and Buildings, Energy & Science (BES), which includes our energy and environmental practices as well as buildings program management. 

The Company evaluates the performance of these reportable segments based on their respective operating income before the effect of amortization expense related to acquisitions and other unallocated corporate expenses. The Company accounts for inter-segment revenues and transfers as if the sales and transfers were to

third

parties. All significant intercompany balances and transactions are eliminated in consolidation.

The following tables set forth summarized financial information concerning our reportable segments. Prior period segment financial information presented has been recast to reflect the reorganized reporting structure that occurred during the

fourth

quarter of

2016:

	Three Months Ended						Six Months Ended
	July 1,			June 30,			July 1,			June 30,
	2017			2016			2017			2016
Gross revenues
INF	$	46,296		$	41,902		$	85,421		$	76,189
BES		38,769			15,211			64,736			26,791
Elimination of inter- segment revenues		(1,329	)		(1,221	)		(2,362	)		(2,183	)
Total gross revenues	$	83,736		$	55,892		$	147,795		$	100,797
Segment income before taxes
INF	$	8,433		$	7,024		$	14,189		$	12,613
BES		5,605			1,448			8,092			2,902
Total Segment income before taxes		14,038			8,472			22,281			15,515
Corporate                      (1)		(7,451	)		(3,954	)		(13,412	)		(7,744	)
Total income before taxes	$	6,587		$	4,518		$	8,869		$	7,771

   ( 1 )    Includes amortization of intangibles of $2,569 and $1,025 for the three months ended July 1, 2017 and June 30, 2016,    respectively, and $4,500 and $1,889 for the six months ended July 1, 2017 and June 30, 2016, respectively.

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Significant Accounting Policies (Policies)

6 Months Ended

Jul. 01, 2017

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation [Policy Text Block]

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The consolidated financial statements include the accounts of

NV5

Global, Inc. and those of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

In the opinion of management, the accompanying unaudited interim consolidated financial statements of the Company contain all adjustments (consisting of only normal recurring 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 

31,

2016.

The accompanying consolidated balance sheet as of

December 31, 2016

has been derived from those financial statements. 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

2017

fiscal year.

Fiscal Period, Policy [Policy Text Block]

Fiscal Year

 Effective

March 7, 2017,

the Audit Committee of our Board of Directors and the Board of Directors approved a change in our fiscal year-end and financial accounting cycle. With effect from

January 1, 2017,

the Company commenced reporting its financial results on a

52/53

week fiscal year ending on the Saturday closest to

December

31st

(whether or

not

in the following calendar year), with interim calendar quarters ending on the Saturday closest to the end of such calendar quarter (whether or

not

in the following calendar quarter). As such, in calendar year

2017,

the

first

fiscal quarter ended on

April 1, 2017,

the

second

fiscal quarter ended on

July 1, 2017,

the

third

fiscal quarter will end on

September 30, 2017,

and the fiscal year will end on

December 30, 2017.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on management’s most recent assessment of underlying facts and circumstances using the most recent information available. Actual results could differ significantly from these estimates and assumptions, and the differences could be material.

Estimates and assumptions are evaluated periodically and adjusted when necessary. The more significant estimates affecting amounts reported in the consolidated financial statements relate to the fair value estimates used in accounting for business combinations including the valuation of identifiable intangible assets and contingent consideration, fair value estimates in determining the fair value of the Company’s reporting units for goodwill impairment assessment, revenue recognition on the percentage-of-completion method, allowances for uncollectible accounts and provision for income taxes.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

Trade receivable balances carried by the Company are comprised of accounts from a diverse client base across a broad range of industries and are

not

collateralized. However, approximately

32%

and

35%

of the Company’s gross revenues for the

six

months ended

July 1, 2017

and

June 30, 2016,

respectively, are from California-based projects. The Company does

not

have any clients individually representing more than

10%

of gross revenues during the

six

months ended

July 1, 2017

and

June 30, 2016.

Furthermore, approximately

55%

and

71%

of the Company’s accounts receivable as of

July 1, 2017

and

December 31, 2016,

respectively, are for public and quasi-public projects. Management continually evaluates the creditworthiness of these and future clients and provides for bad debt reserves as necessary.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value of Financial Instruments

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The

three

levels of valuation hierarchy are defined as follows:

Level

1

- inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level

2

- inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level

3

- inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company considers cash and cash equivalents, accounts receivable, accounts payable, income taxes payable, accrued liabilities and debt obligations to meet the definition of financial instruments. As of

July 1, 2017

and

December 31, 2016,

the carrying amount of cash and cash equivalents, accounts receivable, accounts payable, income taxes payable and accrued liabilities approximate their fair value due to the relatively short period of time between their origination and their expected realization or payment. The carrying amounts of debt obligations approximate their fair values 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.

The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

805,

Business Combinations

, in the accounting for its acquisitions, which requires recognition of the assets acquired and the liabilities assumed at their acquisition date fair values, separately from goodwill. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the tangible and identifiable intangible assets acquired and liabilities assumed. The allocation of the purchase price to identifiable intangible assets (customer relationships, customer backlog, trade name and non-compete) is based on valuations performed to determine the fair values of such assets as of the acquisition dates. Generally, the Company engages a

third

-party independent valuation specialist to assist in management’s determination of fair values of tangible and intangible assets acquired and liabilities assumed. The fair values of earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates.  The Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the consolidated balance sheet. Changes in the estimated fair value of contingent earn-out payments are included in General and Administrative expenses on the Consolidated Statements of Net Income and Comprehensive Income.

Several factors are considered when determining contingent consideration liabilities as part of the purchase price, including whether (i) the valuation of the acquisitions is

not

supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (ii) the former owners of the acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of other key employees.  The contingent earn-out payments are

not

affected by employment termination.

We review and re-assess the estimated fair value of contingent consideration liabilities on a quarterly basis, and the updated fair value could differ materially from the initial estimates. 

The Company measures contingent consideration recognized in connection with business combinations at fair value on a recurring basis using significant unobservable inputs classified within Level

3,

as defined in the accounting guidance. The Company uses a probability-weighted discounted cash flow approach as a valuation technique to determine the fair value of the contingent consideration liabilities on the acquisition date and at each reporting period. The significant unobservable inputs used in the fair value measurements are projections over the earn-out period, and the probability outcome percentages that are assigned to each scenario. Significant increases or decreases to either of these inputs in isolation could result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent consideration liabilities. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate on the acquisition date and amount paid will be recorded in earnings (see Note

10

). Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in income from operations.

Goodwill and Intangible Assets, Policy [Policy Text Block]

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 performing the

two

-step quantitative impairment test is unnecessary. The

two

-step impairment test requires a comparison of the carrying value of the assets and liabilities associated with a reporting unit, including goodwill, with the fair value of the reporting unit. The Company determines fair value through multiple valuation techniques, and weights the results accordingly.

NV5

Global is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including assumptions and estimates used to determine the fair value of its reporting units. If the carrying value of a reporting unit exceeds the fair value of the reporting unit, the Company would calculate the implied fair value of its reporting unit goodwill as compared to the carrying value of its reporting unit goodwill to determine the appropriate impairment charge, if any. The Company has elected to perform its annual goodwill impairment review on

August 1

of each year. The Company historically conducts its annual impairment tests on the goodwill using the quantitative method of evaluating goodwill.

Identifiable intangible assets primarily include customer backlog, customer relationships, trade names and non-compete agreements. Amortizable intangible assets are amortized on a straight-line basis over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the assets

may

be impaired. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted cash flows exceed the carrying value,

no

impairment is indicated. If the undiscounted cash flows do

not

exceed the carrying value, then impairment, if any, is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model.

See Note

7

for further information on goodwill and identified intangibles.

Earnings Per Share, Policy [Policy Text Block]

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. 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. In accordance with the FASB ASC

260,

Earnings per Share

, the effect of potentially dilutive securities is

not

considered during periods of loss or if the effect is anti-dilutive. The weighted average number of shares outstanding in calculating basic earnings per share for the

three

and

six

months ended

July 1, 2017

and

June 30, 2016

exclude

536,489

and

495,042

non-vested restricted shares, respectively, issued since

2010.

These non-vested restricted shares are

not

included in basic earnings per share until the vesting requirement is met. The weighted average number of shares outstanding in calculating diluted earnings per share for the

three

and

six

months ended

July 1, 2017

and

June 30, 2016

includes, if outstanding, non-vested restricted shares and units, issuable shares related to acquisitions, and the warrants associated with the Company’s initial public offering. In calculating diluted earnings per share for the

three

and

six

months ended

July 1, 2017

and

June 30, 2016,

there were

no

potentially anti-dilutive securities.

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 for the

three

and

six

months ended

July 1, 2017

and

June 30, 2016:

	Three Months Ended				Six Months Ended
	July 1,		June 30,		July 1,		June 30,
	2017		2016		2017		2016
Numerator:
Net income – basic and diluted	$	4,319	$	2,859	$	6,589	$	4,914
Denominator:
Basic weighted average shares outstanding		10,171,969		8,793,471		10,127,610		8,262,248
Effect of dilutive non-vested restricted shares and units		266,242		224,892		300,339		211,549
Effect of issuable shares related to acquisitions		173,929		55,081		182,673		31,921
Effect of warrants		111,664		99,500		111,122		134,304
Diluted weighted average shares outstanding		10,723,804		9,172,944		10,721,744		8,640,022

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Note 2 - Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jul. 01, 2017

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended				Six Months Ended
	July 1,		June 30,		July 1,		June 30,
	2017		2016		2017		2016
Numerator:
Net income – basic and diluted	$	4,319	$	2,859	$	6,589	$	4,914
Denominator:
Basic weighted average shares outstanding		10,171,969		8,793,471		10,127,610		8,262,248
Effect of dilutive non-vested restricted shares and units		266,242		224,892		300,339		211,549
Effect of issuable shares related to acquisitions		173,929		55,081		182,673		31,921
Effect of warrants		111,664		99,500		111,122		134,304
Diluted weighted average shares outstanding		10,723,804		9,172,944		10,721,744		8,640,022

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Note 4 - Business Acquisitions (Tables)

6 Months Ended

Jul. 01, 2017

Notes Tables

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

	July 1,			December 31,
	2017			2016
Cash	$	313		$	128
Accounts receivable		20,667			20,221
Property and equipment		1,468			4,301
Prepaid expenses		968			1,336
Other assets		332			841
Intangible assets:
Customer relationships		29,762			26,188
Trade name		2,182			1,922
Customer backlog		1,087			3,898
Non-compete		1,703			1,259
Favorable (unfavorable) lease		-			(225	)
Total Assets		58,482			59,869
Liabilities		(11,378	)		(12,250	)
Deferred tax liabilities		(15,567	)		(7,892	)
Net assets acquired		31,537			39,727
Consideration paid (Cash, Notes and/or stock)		71,013			76,011
Contingent earn-out liability (Cash and stock)		818			1,417
Total Consideration		71,831			77,428
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)	$	40,294		$	37,701

Business Acquisition, Pro Forma Information [Table Text Block]

	Three Months Ended				Six Months Ended
	July 1,		June 30,		July 1,		June 30,
	2017		2016		2017		2016
Gross revenues	$	91,365	$	77,255	$	171,233	$	143,608
Net income	$	4,580	$	4,496	$	7,629	$	7,222
Basic earnings per share	$	0.45	$	0.52	$	0.75	$	0.87
Diluted earnings per share	$	0.43	$	0.50	$	0.71	$	0.82

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Note 5 - Accounts Receivable, Net (Tables)

6 Months Ended

Jul. 01, 2017

Notes Tables

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	July 1,			December 31,
	2017			2016
Billed	$	76,107		$	53,756
Unbilled		30,531			23,237
Contract retentions		530			510
		107,168			77,503
Less: allowance for doubtful accounts		(2,694	)		(1,992	)
Accounts receivable, net	$	104,474		$	75,511

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Note 6 - Property and Equipment, Net (Tables)

6 Months Ended

Jul. 01, 2017

Notes Tables

Property, Plant and Equipment [Table Text Block]

	July 1,			December 31,
	2017			2016
Office furniture and equipment	$	1,436		$	1,329
Computer equipment		8,211			6,808
Survey and field equipment		1,935			1,426
Leasehold improvements		1,590			1,583
		13,172			11,146
Accumulated depreciation		(5,284	)		(4,463	)
Property and equipment – net	$	7,888		$	6,683

XML

Note 7 - Goodwill and Intangible Assets (Tables)

6 Months Ended

Jul. 01, 2017

Notes Tables

Schedule of Goodwill [Table Text Block]

	July 1,			December 31,
	2017			2016
Balance as of the beginning of the year	$	59,380		$	21,679
Acquisitions		40,294			37,701
Reduction from working capital proceeds		(1,138	)		-
Balance as of the end of the period	$	98,536		$	59,380

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	July 1, 2017							December 31, 2016
	Gross Carrying Amount		Accumulated Amortization			Net Amount		Gross Carrying Amount		Accumulated Amortization			Net Amount
Customer relationships	$	68,562	$	(8,052	)	$	60,510	$	38,801	$	(5,746	)	$	33,055
Trade name		6,367		(3,863	)		2,504		4,185		(2,746	)		1,439
Customer backlog		7,694		(3,043	)		4,651		6,607		(2,284	)		4,323
Favorable lease		553		(122	)		431		553		(158	)		395
Non-compete		4,249		(1,251	)		2,998		2,546		(897	)		1,649
Total	$	87,425	$	(16,331	)	$	71,094	$	52,692	$	(11,831	)	$	40,861

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Period ending July 1,
2018	$	10,861
2019		9,445
2020		7,618
2021		6,963
2022		6,643
Thereafter		29,564
Total	$	71,094

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Note 8 - Accrued Liabilities (Tables)

6 Months Ended

Jul. 01, 2017

Notes Tables

Schedule of Accrued Liabilities [Table Text Block]

	July 1,		December 31,
	2017		2016
Deferred rent	$	670	$	696
Payroll and related taxes		5,909		4,518
Professional liability reserve		202		190
Benefits		4,329		1,673
Accrued vacation		6,573		5,327
Unreognized tax benefits		770		770
Other		1,000		4,142
Total	$	19,453	$	17,316

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Note 9 - Notes Payable and Other Obligations (Tables)

6 Months Ended

Jul. 01, 2017

Notes Tables

Schedule of Long-term Debt Instruments [Table Text Block]

	July 1,			December 31,
	2017			2016
Senior Credit Facility	$	47,000		$	-
Note Payable		40			278
Other Obligations		6,313			6,047
Uncollateralized promisory notes		29,474			26,071
Total Notes Payable and Other Obligations		82,827			32,396
Current portion of notes payable and other obligations		(11,010	)		(10,764	)
Notes payable and other obligations, less current portion	$	71,817		$	21,632

Schedule of Maturities of Long-term Debt [Table Text Block]

Period ending July 1,
2018	$	11,010
2019		11,891
2020		6,513
2021		52,013
2022		1,400
Total	$	82,827

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Note 10 - Contingent Consideration (Tables)

6 Months Ended

Jul. 01, 2017

Notes Tables

Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block]

	July 1,			December 31,
	2017			2016
Contingent consideration, beginning of the year	$	2,439		$	1,279
Additions for acquisitions		818			1,417
Reduction of liability for payments made		(625	)		(458	)
Increase (reduction) of liability related to re-measurement of fair value		42			201
Total contingent consideration, end of the period		2,674			2,439
Current portion of contingent consideration		(2,549	)		(564	)
Contingent consideration, less current portion	$	125		$	1,875

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Note 12 - Stock-based Compensation (Tables)

6 Months Ended

Jul. 01, 2017

Notes Tables

Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block]

	Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units			Weighted Average Grant Date Fair Value
Unvested shares as of December 31, 2016		502,773		$	19.35
Granted		141,154		$	36.77
Vested		(82,225	)	$	9.31
Forfeited		(17,993	)	$	27.93
Unvested shares as of July 1, 2017		543,709		$	21.52

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Note 14 - Reportable Segments (Tables)

6 Months Ended

Jul. 01, 2017

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months Ended						Six Months Ended
	July 1,			June 30,			July 1,			June 30,
	2017			2016			2017			2016
Gross revenues
INF	$	46,296		$	41,902		$	85,421		$	76,189
BES		38,769			15,211			64,736			26,791
Elimination of inter- segment revenues		(1,329	)		(1,221	)		(2,362	)		(2,183	)
Total gross revenues	$	83,736		$	55,892		$	147,795		$	100,797
Segment income before taxes
INF	$	8,433		$	7,024		$	14,189		$	12,613
BES		5,605			1,448			8,092			2,902
Total Segment income before taxes		14,038			8,472			22,281			15,515
Corporate                      (1)		(7,451	)		(3,954	)		(13,412	)		(7,744	)
Total income before taxes	$	6,587		$	4,518		$	8,869		$	7,771

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Note 1 - Organization and Nature of Business Operations (Details Textual)	Jul. 01, 2017
Number of Business Locations	100

XML

Note 2 - Summary of Significant Accounting Policies (Details Textual) - shares	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 01, 2017	Jun. 30, 2016	Jul. 01, 2017	Jun. 30, 2016	Dec. 31, 2016
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	536,489	495,042	536,489	495,042
Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | CALIFORNIA [Member]
Concentration Risk, Percentage			32.00%	35.00%
Accounts Receivable [Member] | Government Contracts Concentration Risk [Member]
Concentration Risk, Percentage			55.00%		71.00%

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Note 2 - Summary of Significant Accounting Policies - Reconciliation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jun. 30, 2016	Jul. 01, 2017	Jun. 30, 2016
Net income – basic and diluted	$ 4,319	$ 2,859	$ 6,589	$ 4,914
Basic (in shares)	10,171,969	8,793,471	10,127,610	8,262,248
Effect of dilutive non-vested restricted shares and units (in shares)	266,242	224,892	300,339	211,549
Effect of issuable shares related to acquisitions (in shares)	173,929	55,081	182,673	31,921
Effect of warrants (in shares)	111,664	99,500	111,122	134,304
Diluted weighted average shares outstanding (in shares)	10,723,804	9,172,944	10,721,744	8,640,022

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Note 3 - Recent Accounting Pronouncements (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jun. 30, 2016	Jul. 01, 2017	Jun. 30, 2016
Income Tax Expense (Benefit)	$ 2,268	$ 1,659	$ 2,280	$ 2,857
Accounting Standards Update 2016-09 [Member]
Income Tax Expense (Benefit)	$ (138)		$ (860)

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Note 4 - Business Acquisitions (Details Textual)							3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 06, 2017 USD ($) shares	May 04, 2017 USD ($) shares	May 01, 2017 USD ($) shares	Apr. 14, 2017 USD ($)	May 20, 2016 USD ($) shares	Feb. 01, 2016 USD ($)	Jul. 01, 2017 USD ($)	Jun. 30, 2016 USD ($)	Jul. 01, 2017 USD ($)	Jun. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Business Combination, Contingent Consideration, Liability							$ 2,674,000		$ 2,674,000		$ 2,439,000	$ 1,279,000
Business Combination, Consideration Transferred									71,831,000		77,428,000
Payments to Acquire Businesses, Gross									562,000	$ 296,000
Business Combination, Consideration Transferred, Liabilities Incurred									818,000		1,417,000
Goodwill, Acquired During Period									40,294,000		$ 37,701,000
Business Acquisition, Goodwill, Expected Tax Deductible Amount							1,338,000	$ 15,199,000	1,338,000	15,199,000
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual							2,941,000	1,021,000	2,941,000	1,452,000
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual							14,208,000	$ 9,662,000	14,208,000	15,117,000
General and Administrative Expense [Member]
Business Combination, Acquisition Related Costs							$ 439,000		577,000
INF [Member]
Goodwill, Acquired During Period									2,555,000	0
BES [Member]
Goodwill, Acquired During Period									$ 37,739,000	$ 15,199,000
Richard D. Kimball Co., Inc. [Member]
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	$ 667,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares	18,072
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable	$ 1,333,000
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments	2
Payments to Acquire Businesses, Gross	$ 15,000,000
Richard D. Kimball Co., Inc. [Member] | Uncollateralized Promissory Note [Member]
Debt Instrument, Interest Rate, Stated Percentage	3.00%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments	4
Debt Instrument, Periodic Payment	$ 1,375,000
Business Combination, Consideration Transferred, Liabilities Incurred	5,500,000
Richard D. Kimball Co., Inc. [Member] | Maximum [Member]
Business Combination, Consideration Transferred	$ 22,500,000
Holdrege & Kull, Consulting Engineers and Geologists [Member]
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable		$ 100,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares		2,628
Business Combination, Contingent Consideration Arrangements, Number of Equal Installments		4
Business Combination, Contingent Consideration Arrangements, Periodic Payments		$ 125,000
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High		500,000
Business Combination, Contingent Consideration, Liability		405,000
Payments to Acquire Businesses, Gross		$ 1,000,000
Holdrege & Kull, Consulting Engineers and Geologists [Member] | Uncollateralized Promissory Note [Member]
Debt Instrument, Interest Rate, Stated Percentage		3.00%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments		4
Debt Instrument, Periodic Payment		$ 150,000
Business Combination, Consideration Transferred, Liabilities Incurred		600,000
Holdrege & Kull, Consulting Engineers and Geologists [Member] | Maximum [Member]
Business Combination, Consideration Transferred		$ 2,200,000
Lochrane Engineering, Inc. [Member]
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable			$ 17,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares			441
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable			$ 33,000
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments			2
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High			$ 550,000
Business Combination, Contingent Consideration, Liability			413,000
Payments to Acquire Businesses, Gross			$ 2,690,000
Lochrane Engineering, Inc. [Member] | Uncollateralized Promissory Note [Member]
Debt Instrument, Interest Rate, Stated Percentage			3.00%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments			4
Debt Instrument, Periodic Payment			$ 550,000
Business Combination, Consideration Transferred, Liabilities Incurred			2,200,000
Lochrane Engineering, Inc. [Member] | Maximum [Member]
Business Combination, Consideration Transferred			$ 4,940,000
Bock & Clark Corporation [Member]
Business Combination, Consideration Transferred				$ 42,000,000
Dade Moeller [Member]
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable					$ 1,000,000
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares					36,261
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable					$ 3,000,000
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments					3
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Periodic Payments					$ 1,000,000
Business Combination, Consideration Transferred					20,000,000
Payments to Acquire Businesses, Gross					$ 10,000,000
Dade Moeller [Member] | Uncollateralized Promissory Note [Member]
Debt Instrument, Interest Rate, Stated Percentage					3.50%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments					4
Debt Instrument, Periodic Payment					$ 1,500,000
Business Combination, Consideration Transferred, Liabilities Incurred					$ 6,000,000
Sebesta [Member]
Business Combination, Consideration Transferred						$ 14,000,000

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Note 4 - Business Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jul. 01, 2017	Jun. 30, 2016	Dec. 31, 2016
Cash	$ 313		$ 128
Accounts receivable	20,667		20,221
Property and equipment	1,468		4,301
Prepaid expenses	968		1,336
Other assets	332		841
Favorable (unfavorable) lease			(225)
Total Assets	58,482		59,869
Liabilities	(11,378)		(12,250)
Deferred tax liabilities	(15,567)		(7,892)
Net assets acquired	31,537		39,727
Consideration paid (Cash, Notes and/or stock)	71,013		76,011
Contingent consideration (earn-out)	818		1,417
Total Consideration	71,831		77,428
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)	40,294		37,701
Customer Relationships [Member]
Intangible assets	29,762		26,188
Trade Names [Member]
Intangible assets	2,182		1,922
Customer Lists [Member]
Intangible assets	1,087		3,898
Noncompete Agreements [Member]
Intangible assets	$ 1,703		$ 1,259

XML

Note 4 - Business Acquisitions - Pro Forma Consolidated Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jun. 30, 2016	Jul. 01, 2017	Jun. 30, 2016
Gross revenues	$ 91,365	$ 77,255	$ 171,233	$ 143,608
Net income	$ 4,580	$ 4,496	$ 7,629	$ 7,222
Basic earnings per share (in dollars per share)	$ 0.45	$ 0.52	$ 0.75	$ 0.87
Diluted earnings per share (in dollars per share)	$ 0.43	$ 0.50	$ 0.71	$ 0.82

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Note 5 - Accounts Receivable, Net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016
Accounts receivable, gross	$ 107,168	$ 77,503
Less: allowance for doubtful accounts	(2,694)	(1,992)
Accounts receivable, net	104,474	75,511
Billed [Member]
Accounts receivable, gross	76,107	53,756
Unbilled [Member]
Accounts receivable, gross	30,531	23,237
Contract Retentions [Member]
Accounts receivable, gross	$ 530	$ 510

XML

Note 6 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jun. 30, 2016	Jul. 01, 2017	Jun. 30, 2016
Depreciation	$ 683	$ 414	$ 1,254	$ 792

XML

Note 6 - Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016
Property and equipment, gross	$ 13,172	$ 11,146
Accumulated depreciation	(5,284)	(4,463)
Property and equipment, net	7,888	6,683
Furniture and Fixtures [Member]
Property and equipment, gross	1,436	1,329
Computer Equipment [Member]
Property and equipment, gross	8,211	6,808
Survey and Field Equipment [Member]
Property and equipment, gross	1,935	1,426
Leasehold Improvements [Member]
Property and equipment, gross	$ 1,590	$ 1,583

XML

Note 7 - Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended		11 Months Ended
	Aug. 01, 2016	Jul. 01, 2017	Jun. 30, 2016	Jul. 01, 2017	Jun. 30, 2016	Jul. 01, 2017
Goodwill, Impairment Loss	$ 0					$ 0
Goodwill, Period Increase (Decrease)				$ (1,138)
Amortization of Intangible Assets		$ 2,569	$ 1,025	$ 4,500	$ 1,889
Trade Names [Member] | Minimum [Member]
Finite-Lived Intangible Asset, Useful Life				1 year
Trade Names [Member] | Maximum [Member]
Finite-Lived Intangible Asset, Useful Life				3 years
Customer Lists [Member] | Minimum [Member]
Finite-Lived Intangible Asset, Useful Life				1 year
Customer Lists [Member] | Maximum [Member]
Finite-Lived Intangible Asset, Useful Life				9 years
Noncompete Agreements [Member] | Minimum [Member]
Finite-Lived Intangible Asset, Useful Life				4 years
Noncompete Agreements [Member] | Maximum [Member]
Finite-Lived Intangible Asset, Useful Life				5 years
Off-Market Favorable Lease [Member]
Finite-Lived Intangible Asset, Useful Life				9 years

XML

Note 7 - Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jul. 01, 2017	Dec. 31, 2016
Balance as of the beginning of the year	$ 59,380	$ 21,679
Acquisitions	40,294	37,701
Reduction from working capital proceeds	(1,138)
Balance as of the end of the period	$ 98,536	$ 59,380

XML

Note 7 - Goodwill and Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016
Intangible assets, net	$ 71,094	$ 40,861
Intangible assets, gross	87,425	52,692
Intangible assets, accumulated amortization	(16,331)	(11,831)
Customer Relationships [Member]
Intangible assets, net	60,510	33,055
Intangible assets, gross	68,562	38,801
Intangible assets, accumulated amortization	(8,052)	(5,746)
Trade Names [Member]
Intangible assets, net	2,504	1,439
Intangible assets, gross	6,367	4,185
Intangible assets, accumulated amortization	(3,863)	(2,746)
Customer Lists [Member]
Intangible assets, net	4,651	4,323
Intangible assets, gross	7,694	6,607
Intangible assets, accumulated amortization	(3,043)	(2,284)
Off-Market Favorable Lease [Member]
Intangible assets, net	431	395
Intangible assets, gross	553	553
Intangible assets, accumulated amortization	(122)	(158)
Noncompete Agreements [Member]
Intangible assets, net	2,998	1,649
Intangible assets, gross	4,249	2,546
Intangible assets, accumulated amortization	$ (1,251)	$ (897)

XML

Note 7 - Goodwill and Intangible Assets - Estimated Future Amortization Expense of Intangible Assets (Details) $ in Thousands	Jul. 01, 2017 USD ($)
2018	$ 10,861
2019	9,445
2020	7,618
2021	6,963
2022	6,643
Thereafter	29,564
Total	$ 71,094

XML

Note 8 - Accrued Liabilities - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016
Deferred rent	$ 670	$ 696
Payroll and related taxes	5,909	4,518
Professional liability reserve	202	190
Benefits	4,329	1,673
Accrued vacation	6,573	5,327
Unreognized tax benefits	770	770
Other	1,000	4,142
Total	$ 19,453	$ 17,316

XML

Note 9 - Notes Payable and Other Obligations (Details Textual)																6 Months Ended		12 Months Ended
	Jun. 06, 2017 USD ($)	May 04, 2017 USD ($)	May 01, 2017 USD ($)	Dec. 07, 2016 USD ($)	Dec. 06, 2016 USD ($)	Nov. 30, 2016 USD ($)	Oct. 26, 2016 USD ($)	Sep. 12, 2016 USD ($)	May 20, 2016 USD ($)	Jul. 01, 2015 USD ($)	Jun. 24, 2015 USD ($)	Apr. 22, 2015 USD ($)	Jan. 30, 2015 USD ($)	Nov. 03, 2014 USD ($)	Mar. 21, 2014 USD ($)	Jul. 01, 2017 USD ($)	Jun. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)	Apr. 01, 2017 USD ($)
Business Combination, Consideration Transferred, Liabilities Incurred																$ 818,000		$ 1,417,000
Richard D. Kimball Co., Inc. [Member]
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable	$ 1,333,000
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments	2
Notes Payable																1,333,000		0
The Hanna Group, Inc. [Member]
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable						$ 1,200,000
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments						2
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Periodic Payments						$ 600,000
Notes Payable																1,200,000		1,200,000
JBA Consulting Engineers, Inc. [Member]
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable							$ 2,600,000
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments							2
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Periodic Payments							$ 1,300,000
Notes Payable																2,600,000		2,600,000
Dade Moeller [Member]
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable									$ 3,000,000
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments									3
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Periodic Payments									$ 1,000,000
Notes Payable																		3,000,000	$ 2,000,000
Lochrane Engineering, Inc. [Member]
Business Combination, Consideration Transferred, Cash and Equity Interest Issued and Issuable			$ 33,000
Business Combination, Consideration Transferred, Cash and Equity Interests Issued and Issuable, Number of Equal Installments			2
Note Payable, Former Stockholder of Nolte [Member]
Debt Instrument, Periodic Payment, Principal																100,000
Notes Payable																$ 40,000		$ 278,000
Note Payable, Former Stockholder of Nolte [Member] | Prime Rate [Member]
Debt Instrument, Basis Spread on Variable Rate																1.00%
Debt Instrument, Interest Rate, Effective Percentage																		4.25%	4.25%
Note Payable, Former Stockholder of Nolte [Member] | Prime Rate [Member] | Minimum [Member]
Debt Instrument, Interest Rate, Effective Percentage																7.00%
Uncollateralized Promissory Note [Member] | Richard D. Kimball Co., Inc. [Member]
Debt Instrument, Interest Rate, Stated Percentage	3.00%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments	4
Debt Instrument, Periodic Payment	$ 1,375,000
Notes Payable																$ 5,500,000		$ 0
Business Combination, Consideration Transferred, Liabilities Incurred	$ 5,500,000
Uncollateralized Promissory Note [Member] | The Hanna Group, Inc. [Member]
Debt Instrument, Interest Rate, Stated Percentage						3.00%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments						4
Debt Instrument, Periodic Payment						$ 675,000
Notes Payable																2,700,000		2,700,000
Business Combination, Consideration Transferred, Liabilities Incurred						$ 2,700,000
Uncollateralized Promissory Note [Member] | JBA Consulting Engineers, Inc. [Member]
Debt Instrument, Interest Rate, Stated Percentage							3.00%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments							5
Debt Instrument, Periodic Payment							$ 1,400,000
Notes Payable																7,000,000		7,000,000
Business Combination, Consideration Transferred, Liabilities Incurred							$ 7,000,000
Uncollateralized Promissory Note [Member] | Dade Moeller [Member]
Debt Instrument, Interest Rate, Stated Percentage									3.50%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments									4
Debt Instrument, Periodic Payment									$ 1,500,000
Notes Payable																4,500,000		6,000,000
Business Combination, Consideration Transferred, Liabilities Incurred									$ 6,000,000
Uncollateralized Promissory Note [Member] | Holdrege & Kull, Consulting Engineers and Geologists [Member]
Debt Instrument, Interest Rate, Stated Percentage		3.00%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments		4
Debt Instrument, Periodic Payment		$ 150,000
Notes Payable																600,000		0
Business Combination, Consideration Transferred, Liabilities Incurred		$ 600,000
Uncollateralized Promissory Note [Member] | Lochrane Engineering, Inc. [Member]
Debt Instrument, Interest Rate, Stated Percentage			3.00%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments			4
Debt Instrument, Periodic Payment			$ 550,000
Notes Payable																2,200,000		0
Business Combination, Consideration Transferred, Liabilities Incurred			$ 2,200,000
Uncollateralized Promissory Note [Member] | CivilSource, Inc. [Member]
Debt Instrument, Interest Rate, Stated Percentage					3.00%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments					4
Debt Instrument, Periodic Payment					$ 875,000
Notes Payable																3,500,000		3,500,000
Business Combination, Consideration Transferred, Liabilities Incurred					$ 3,500,000
Uncollateralized Promissory Note [Member] | Weir Environmental LLC [Member]
Debt Instrument, Interest Rate, Stated Percentage								3.00%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments								4
Debt Instrument, Periodic Payment								$ 125,000
Notes Payable																500,000		500,000
Business Combination, Consideration Transferred, Liabilities Incurred								$ 500,000
Uncollateralized Promissory Note [Member] | RBA Group Inc. [Member]
Debt Instrument, Interest Rate, Stated Percentage										3.00%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments										4
Debt Instrument, Periodic Payment										$ 1,000,000
Notes Payable																3,000,000		3,000,000
Business Combination, Consideration Transferred, Liabilities Incurred										$ 4,000,000
Uncollateralized Promissory Note [Member] | Allwyn Priorities LLC [Member]
Debt Instrument, Interest Rate, Stated Percentage											3.50%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments											3
Debt Instrument, Periodic Payment, Principal											$ 167,000
Notes Payable																166,000		333,000
Business Combination, Consideration Transferred, Liabilities Incurred											$ 500,000
Uncollateralized Promissory Note [Member] | Richard J. Mendoza, Inc. [Member]
Debt Instrument, Interest Rate, Effective Percentage												3.00%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments												2
Debt Instrument, Periodic Payment, Principal												$ 250,000
Notes Payable																0		250,000
Business Combination, Consideration Transferred, Liabilities Incurred												$ 500,000
Uncollateralized Promissory Note [Member] | Joslin Lesser and Associates [Member]
Debt Instrument, Interest Rate, Stated Percentage													3.50%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments													4
Debt Instrument, Periodic Payment, Principal													$ 313,000
Notes Payable																625,000		938,000
Business Combination, Consideration Transferred, Liabilities Incurred													$ 1,250,000
Uncollateralized Promissory Note [Member] | Buric Companies [Member]
Debt Instrument, Interest Rate, Effective Percentage														3.00%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments														3
Debt Instrument, Periodic Payment														$ 100,000
Notes Payable																100,000		100,000
Business Combination, Consideration Transferred, Liabilities Incurred														$ 300,000
Uncollateralized Promissory Note [Member] | NV5, LLC [Member]
Debt Instrument, Interest Rate, Effective Percentage															3.00%
Business Combination, Consideration Transferred, Liabilities Incurred, Number of Equal Installments															3
Debt Instrument, Periodic Payment, Principal															$ 1,000,000
Notes Payable																0		1,000,000
Business Combination, Consideration Transferred, Liabilities Incurred															$ 3,000,000
Short-term Promissory Note [Member] | Richard J. Mendoza, Inc. [Member]
Debt Instrument, Term												1 year
Business Combination, Consideration Transferred, Liabilities Incurred												$ 3,000,000
Bank of America, N.A. [Member] | Senior Credit Facility [Member] | Revolving Credit Facility [Member]
Line of Credit Facility, Additional Maximum Borrowing Capacity				$ 60,000,000
Line of Credit Facility, Expiration Period				5 years
Line of Credit Facility, Maximum Borrowing Capacity				$ 80,000,000
Line of Credit Facility, Maximum Leverage Ratio				3
Line of Credit Facility, Minimum Fixed Charge Coverage Ratio				1.2
Long-term Line of Credit																$ 47,000,000		$ 0
Bank of America, N.A. [Member] | Senior Credit Facility [Member] | Standby Letters of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity				$ 5,000,000
Bank of America, N.A. [Member] | Senior Credit Facility [Member] | Swingline Loans [Member]
Line of Credit Facility, Maximum Borrowing Capacity				$ 15,000,000

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Note 9 - Notes Payable and Other Obligations - Summary of Notes Payable (Details) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016
Notes payable and other obligations	$ 82,827	$ 32,396
Current portion of notes payable and other obligations	(11,010)	(10,764)
Notes payable and other obligations, less current portion	71,817	21,632
Senior Credit Facility [Member]
Notes payable and other obligations	47,000
Note Payable, Former Stockholder of Nolte [Member]
Notes payable and other obligations	40	278
Stock Payable [Member]
Notes payable and other obligations	6,313	6,047
Uncollateralized Promissory Note [Member]
Notes payable and other obligations	$ 29,474	$ 26,071

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Note 9 - Notes Payable and Other Obligations - Future Contractual Maturities of Long-term Debt (Details) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016
2018	$ 11,010
2019	11,891
2020	6,513
2021	52,013
2022	1,400
Total	$ 82,827	$ 32,396

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Note 10 - Contingent Consideration - Summary of Contingent Consideration (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jul. 01, 2017	Dec. 31, 2016
Contingent consideration, beginning of the year	$ 2,439	$ 1,279
Additions for acquisitions	818	1,417
Reduction of liability for payments made	(625)	(458)
Increase (reduction) of liability related to re-measurement of fair value	42	201
Total contingent consideration, end of the period	2,674	2,439
Current portion of contingent consideration	(2,549)	(564)
Contingent consideration, less current portion	$ 125	$ 1,875

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Note 12 - Stock-based Compensation (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jun. 30, 2016	Jul. 01, 2017	Jun. 30, 2016
Restricted Stock [Member]
Allocated Share-based Compensation Expense	$ 830	$ 550	$ 1,582	$ 1,049
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 9,400		$ 9,400
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	2 years 251 days
Equity Plan 2011 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	864,965		864,965
Rate of Increase Decrease in Shares Authorized for Issuance			3.50%
Equity Plan 2011 [Member] | Restricted Stock [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			2 years
Equity Plan 2011 [Member] | Restricted Stock [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			4 years

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Note 12 - Stock-based Compensation - Restricted Stock Awards (Details) - Restricted Stock [Member]	6 Months Ended
	Jul. 01, 2017 $ / shares shares
Unvested shares as of (in shares) | shares	502,773
Unvested shares as of (in dollars per share) | $ / shares	$ 19.35
Granted (in shares) | shares	141,154
Granted (in dollars per share) | $ / shares	$ 36.77
Vested (in shares) | shares	(82,225)
Vested (in dollars per share) | $ / shares	$ 9.31
Unvested shares as of (in dollars per share) | $ / shares	$ 21.52
Forfeited (in shares) | shares	(17,993)
Forfeited (in dollars per share) | $ / shares	$ 27.93
Unvested shares as of (in shares) | shares	543,709

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Note 13 - Income Taxes (Details Textual) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jul. 01, 2017	Jun. 30, 2016	Mar. 31, 2016	Jul. 01, 2017	Jun. 30, 2016	Dec. 31, 2016
Deferred Tax Liabilities, Net, Noncurrent	$ 22,049			$ 22,049		$ 6,197
Deferred Tax Assets, Valuation Allowance	0			0		0
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent	$ 15,567			$ 15,567		7,892
Effective Income Tax Rate Reconciliation, Percent	36.50%	36.70%	36.80%	35.40%
Effective Income Tax Rate Reconciliation Federal and State Income Tax Rate Percent				39.00%
Income Tax Expense (Benefit)	$ 2,268	$ 1,659		$ 2,280	$ 2,857
Unrecognized Tax Benefits	770			770		770
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	770			770		$ 770
Reclassification of Deferred Tax Assets from Current Assets to Noncurrent Liabilities [Member] | As of December 31, 2016 [Member]
Prior Period Reclassification Adjustment				2,173
Accounting Standards Update 2016-09 [Member]
Income Tax Expense (Benefit)	$ (138)			$ (860)

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Note 14 - Reportable Segments (Details Textual) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017 USD ($)	Jun. 30, 2016 USD ($)	Jul. 01, 2017 USD ($)	Jun. 30, 2016 USD ($)
Number of Operating Segments			2
Amortization of Intangible Assets	$ 2,569	$ 1,025	$ 4,500	$ 1,889
Number of Reportable Segments			2

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Note 14 - Reportable Segments - Summarized Financial Information (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jul. 01, 2017	Jun. 30, 2016	Jul. 01, 2017	Jun. 30, 2016
Gross revenues		$ 83,736	$ 55,892	$ 147,795	$ 100,797
Income before taxes		6,587	4,518	8,869	7,771
Operating Segments [Member] | INF [Member]
Gross revenues		46,296	41,902	85,421	76,189
Income before taxes		8,433	7,024	14,189	12,613
Operating Segments [Member] | BES [Member]
Gross revenues		38,769	15,211	64,736	26,791
Income before taxes		5,605	1,448	8,092	2,902
Intersegment Eliminations [Member]
Gross revenues		(1,329)	(1,221)	(2,362)	(2,183)
Income before taxes		14,038	8,472	22,281	15,515
Corporate, Non-Segment [Member]
Income before taxes	[1]	$ (7,451)	$ (3,954)	$ (13,412)	$ (7,744)

[1] Includes amortization of intangibles of $2,569 and $1,025 for the three months ended July 1, 2017 and June 30, 2016, respectively, and $4,500 and $1,889 for the six months ended July 1, 2017 and June 30, 2016, respectively.