nvee20140812

Delaware

001-35849

45-3458017

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

200 South Park Road, Suite 350
Hollywood, Florida

(Address of principal executive offices)

(Zip Code)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2014

NV5 HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (954) 495-2112

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the follow provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.

Results of Operations and Financial Condition.

On August 13, 2014, NV5 Holdings, Inc. (the “Company”) reported its financial results for the quarter and six months ended June 30, 2014. The information contained in this Item 2.02 (including Exhibit 99.1) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the Company’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

	99.1	Press Release dated August 13, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: August 13, 2014	NV5 HOLDINGS, INC.
	By:	/s/ Michael P. Rama
		Name:	Michael P. Rama
		Title:	Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.
Description

99.1

Press Release dated August 13, 2014

ex99-1.htm

Exhibit 99.1

NV5 REPORTS STRONG SECOND QUARTER 2014 RESULTS

- Gross Revenues Increased 70% to $29.2 million -

- Net Income Increased 43% to $1.1 million -

- Raises Full-Year 2014 Revenue Guidance Range to $100 Million to $107 Million -

- Raises Full-Year 2014 Diluted EPS Guidance Range to $0.82 to $0.92 -

Hollywood, FL – August 13, 2014 – NV5 Holdings, Inc. (the “Company”) (Nasdaq: NVEE), a provider of professional and technical engineering and consulting solutions, today reported financial results for the second quarter and six months ended June 30, 2014.

Second Quarter 2014 Financial Highlights

●

Gross revenues increased 70% to $29.2 million, compared with $17.1 million in the second quarter of 2013;

●

Gross profit increased 39% to $11.9 million, compared with $8.6 million in the second quarter of 2013;

●

Net revenues¹ increased 61% to $21.8 million, compared with $13.5 million in the second quarter of 2013;

●

Net income increased 43% to $1.1 million from $0.7 million in the second quarter of 2013.

●

Backlog of $76.1 million as of June 30, 2014 increased 26% from $60.2 million as of December 31, 2013.

“We continued the momentum experienced in the first quarter with another strong quarter of double-digit revenue and net income growth,” said Dickerson Wright, chairman and CEO of NV5 Holdings. “These results were achieved from our internal focus on performance optimization, new projects and strategic acquisitions.”

“Our highly-accretive acquisitions are taking us into new markets, while strengthening our service offering in current markets,” continued Wright. “In addition, through our proven integration process we have increased the organic growth and bottom line performance of each acquisition. As we move into the second half of 2014, we remain focused on generating organic growth and driving process optimization, while evaluating a growing list of acquisition opportunities that would complement our platform in this highly-fragmented industry.”

Review of Second Quarter 2014 Results

Gross Revenues

Gross revenues for the second quarter 2014 increased 70% to $29.2 million, compared with $17.1 million reported for the second quarter 2013. The increase in gross revenues was due primarily to organic growth from our existing platform as well as the contributions from the Company’s acquisitions in 2013 and during the first six months of 2014.

Gross Profit

Gross profit for the second quarter 2014 was $11.9 million, compared with $8.6 million for the same period in 2013, representing an increase of 39% year-over-year.

Net Revenues

Net revenues¹ for the second quarter 2014 increased 61% to $21.8 million, compared with $13.5 million reported for the second quarter 2013.

Net Income

Net income for the second quarter 2014 was $1.1 million, or $0.19 per diluted share, compared with $0.7 million, or $0.18 per diluted share, for the second quarter 2013. The calculation of earnings per share (diluted) for second quarter 2014 reflects weighted average shares outstanding of 5,612,344 for the three months ended June 30, 2014, compared to weighted average shares outstanding of 4,030,002 for the three months ended June 30, 2013. The operating results and earnings per share for the second quarter 2014 includes a higher income tax rate of 36.6%, compared with an effective income tax rate of 30.7% for the second quarter 2013.

Six Months Ended 2014 Financial Highlights

●

Gross revenues increased 47% to $48.2 million, compared with $32.7 million in the first six months of 2013.

●

Gross profit increased 26% to $21.3 million, compared with $16.9 million in the first six months of 2013.

●

Net revenues¹increased 40% to $36.8 million, compared with $26.3 million in the first six months of 2013

●

Net income increased 36% to $1.8 million from $1.3 million in the first six months of 2013.

Review of Six Months 2014 Results

Gross Revenues

Gross revenues for the six months ended June 30, 2014 increased 47% to $48.2 million, compared with $32.7 million reported for the six months ended June 30, 2013. The increase in gross revenues was due primarily to organic growth from our existing platform as well as the contributions from the Company’s acquisitions in 2013 and during the first six months of 2014.

Gross Profit

Gross profit for the six months ended June 30, 2014 was $21.3 million, compared with $16.9 million for the same period in 2013, representing an increase of 26% year-over-year.

Net Revenues

Net revenues¹ for the six months ended June 30, 2014 increased 40% to $36.8 million, compared with $26.3 million reported for the six months ended June 30, 2013.

Net Income

Net income for the six months ended June 30, 2014 was $1.8 million, or $0.32 per diluted share, compared with $1.3 million, or $0.40 per diluted share, for the six months ended June 30, 2013. The calculation of earnings per share (diluted) for six months ended June 30, 2014 reflects weighted-average shares outstanding of 5,502,696 for the six months ended June 30, 2014, compared to weighted-average shares outstanding of 3,230,411 for the six months ended June 30, 2013. The operating results and earnings per share for the six months ended June 30, 2014 includes a higher income tax rate of 36.6%, compared with an effective income tax rate of 28.2% for the six months ended June 30, 2013.

Backlog

At June 30, 2014, the Company reported backlog of approximately $76.1 million, compared with approximately $60.2 million at December 31, 2013.

2014 Outlook

The Company is today raising its guidance for 2014 full-year gross revenues and diluted earnings per share. The Company now expects full-year 2014 gross revenues, including the acquisitions closed during the first six months of 2014, to be between $100 million and $107 million, representing an increase of approximately 47% to 57% over full-year 2013 gross revenues of $68.2 million.

The Company expects that full-year 2014 diluted earnings per share will now range between $0.82 per share and $0.92 per share, representing an increase of 17% to 31% over diluted earnings per share of $0.70 for the full-year 2013. This guidance on gross revenues and earnings per share does not include any anticipated acquisitions for the remainder of 2014.

Conference Call

NV5 management will host a conference call at 5:00 p.m. Eastern time today to discuss the second quarter 2014 results.

Date:	Wednesday, August 13, 2014
Time:	5:00 p.m. Eastern time
Toll-free dial-in number:	+1 877-407-0789
International dial-in number:	+1 201-689-8562
Conference ID:	13587295
Webcast:	http://ir.nv5.com

The conference call will be webcast live and available for replay via the “Investors” section of the NV5 website, www.NV5.com.

A replay of the conference call will be available approximately one hour following the conclusion of the call through August 20, 2014.

Toll-free replay number:	+1 877-870-5176
International replay number:	+1 858-384-5517
Replay PIN number:	13587295

1. NV5’s gross revenues include sub-consultant costs and other direct costs which are generally pass-through costs and, therefore, the Company believes that net revenues, which is a non-GAAP financial measure commonly used in our industry, provides a meaningful perspective on its business results. A reconciliation of gross revenues as reported in accordance with U.S. Generally Accepted Accounting Principles (GAAP) to net revenues is provided at the end of this news release.

About NV5

NV5 Holdings, Inc. (Nasdaq: NVEE) 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. NV5 primarily focuses on five business verticals: construction quality assurance, infrastructure, energy, program management and environmental solutions. The Company operates 25 offices in California, Colorado, Utah, Florida, Pennsylvania and New Jersey and is headquartered in Hollywood, Florida. For additional information, please visit the Company's website at www.NV5.com. Also visit the Company on Twitter, LinkedIn, Facebook, and Vimeo.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including, among others, statements with respect to our strategy of highly-accretive acquisitions taking us into new markets and strengthening our service offerings in current markets, our ability to generate organic growth and drive process optimization, the growth of acquisition opportunities that would complement our platform, and our guidance relating to gross revenues and diluted earnings per share. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained herein. Such factors include, but are not limited to: (a) changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations, or policies; (e) our ability to successfully execute our mergers and acquisitions strategy, including the integration of new companies into the Company’s business; (f) backlog cancellations and adjustments; and (g) the "Risk Factors" set forth in the Company's most recent SEC filings. All forward-looking statements are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such statements.

Contacts:

NV5 Holdings, Inc.

Richard Tong

Tel: +1-954-495-2114

- OR -

The Piacente Group | Investor Relations

Don Markley or Glenn Garmont

Tel: +1-212-481-2050

Email: nv5@tpg-ir.com

NV5 HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	June 30, 2014		December 31, 2013
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	5,655	$	13,868
Accounts receivable, net of allowance for doubtful accounts of $1,219 and $1,320 as of June 30, 2014 and December 31, 2013, respectively		25,104		16,722
Prepaid expenses and other current assets		1,017		509
Deferred income tax assets		1,004		1,004
Total current assets		32,780		32,103
Property and equipment, net		1,710		1,310
Intangible assets, net		5,708		2,993
Goodwill		10,755		7,106
Cash surrender value of officers’ life insurance		522		521
Other assets		201		118
Deferred income tax assets		724		724
Total Assets	$	52,400	$	44,875

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	5,093	$	3,780
Accrued liabilities		5,219		4,189
Income taxes payable		396		765
Billings in excess of costs and estimated earnings on uncompleted contracts		322		401
Client deposits		72		111
Current portion of contingent consideration		629		333
Current portion of stock repurchase obligation		576		687
Current portion of notes payable		3,354		1,725
Total current liabilities		15,661		11,991
Contingent consideration, less current portion		318		638
Stock repurchase obligation, less current portion		758		935
Notes payable, less current portion		3,956		2,502
Total liabilities		20,693		16,066

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, 5,708,706 and 5,504,236 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively		57		55
Additional paid-in capital		24,851		23,717
Retained earnings		6,799		5,037
Total stockholders’ equity		31,707		28,809
Total liabilities and stockholders’ equity	$	52,400	$	44,875

NV5 HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands, except share data)

(Unaudited)

	Quarter Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2014			2013			2014			2013

Gross revenues	$	29,229		$	17,149		$	48,222		$	32,729

Direct costs (excluding depreciation and amortization):
Salaries and wages		9,852			4,964			15,512			9,432
Sub-consultant services		3,923			3,092			7,010			5,475
Other direct costs		3,510			522			4,401			910
Total direct costs		17,285			8,578			26,923			15,817

Gross Profit		11,944			8,571			21,299			16,912

Operating Expenses:
Salaries and wages, payroll taxes and benefits		6,237			4,833			11,323			9,748
General and administrative		2,538			1,450			4,478			2,842
Facilities and facilities related		906			809			1,679			1,663
Depreciation and amortization		522			372			910			723
Total operating expenses		10,203			7,464			18,390			14,976

Income from operations		1,741			1,107			2,909			1,936

Other (expense) income:
Interest expense		(77	)		(43	)		(129	)		(136	)
Total other (expense)		(77	)		(43	)		(129	)		(136	)

Income before income tax expense		1,664			1,064			2,780			1,800
Income tax expense		(610	)		(327	)		(1,018	)		(507	)
Net income and comprehensive income	$	1,054		$	737		$	1,762		$	1,293

Earnings per share:
Basic	$	0.21		$	0.20		$	0.35		$	0.43
Diluted	$	0.19		$	0.18		$	0.32		$	0.40

Weighted average common shares outstanding:
Basic		5,104,304			3,778,062			5,065,134			2,986,332
Diluted		5,612,344			4,030,002			5,502,696			3,230,411

NV5 HOLDINGS, INC. AND SUBSIDIARIES

RECONCILIATION OF GROSS REVENUES TO NET REVENUES

(in thousands)

(Unaudited)

	Quarter Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2014		2013		2014		2013

Gross revenues	$	29,229	$	17,149	$	48,222	$	32,729

Less: Sub-consultant services		3,923		3,092		7,010		5,475
Other direct costs		3,510		522		4,401		910
Net revenues	$	21,796	$	13,535	$	36,811	$	26,344

NV5’s gross revenues include sub-consultant costs and other direct costs which are generally pass-through costs and, therefore, the Company believes that net revenues, which is a non-GAAP financial measure commonly used in our industry, provides a meaningful perspective on its business results.