☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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45-3458017
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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200 South Park Road,
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Suite 350
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Hollywood,
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Florida
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33021
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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NVEE
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The NASDAQ Stock Market
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Large accelerated filer
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☒
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Accelerated Filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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March 28, 2020
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December 28, 2019
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Assets
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Current assets:
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Cash and cash equivalents
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$
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38,326
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$
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31,825
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Billed receivables, net
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125,192
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131,041
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Unbilled receivables, net
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86,713
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79,428
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Prepaid expenses and other current assets
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8,220
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8,906
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Total current assets
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258,451
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251,200
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Property and equipment, net
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27,759
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25,733
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Right-of-use lease assets, net
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43,950
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46,313
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Intangible assets, net
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247,614
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255,961
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Goodwill
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310,206
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309,216
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Other assets
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3,438
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4,714
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Total assets
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$
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891,418
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$
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893,137
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Liabilities and Stockholders’ Equity
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Current liabilities:
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Accounts payable
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$
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36,176
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$
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36,116
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Accrued liabilities
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41,087
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47,432
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Income taxes payable
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1,365
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—
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Billings in excess of costs and estimated earnings on uncompleted contracts
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4,507
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3,303
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Client deposits
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229
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221
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Current portion of contingent consideration
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1,079
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1,954
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Current portion of notes payable and other obligations
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24,946
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25,332
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Total current liabilities
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109,389
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114,358
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Contingent consideration, less current portion
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1,995
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2,048
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Long-term lease liabilities
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32,624
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34,573
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Notes payable and other obligations, less current portion
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331,317
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332,854
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Deferred income tax liabilities, net
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51,727
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53,341
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Total liabilities
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527,052
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537,174
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Commitments and contingencies
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Stockholders’ equity:
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Preferred stock, $0.01 par value; 5,000,000 shares authorized, no shares issued and outstanding
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—
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—
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Common stock, $0.01 par value; 45,000,000 shares authorized, 12,874,424 and 12,852,357 shares issued and outstanding as of March 28, 2020 and December 28, 2019, respectively
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129
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129
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Additional paid-in capital
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255,402
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251,187
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Retained earnings
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108,835
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104,647
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Total stockholders’ equity
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364,366
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355,963
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Total liabilities and stockholders’ equity
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$
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891,418
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$
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893,137
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Three Months Ended
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March 28, 2020
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March 30, 2019
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Gross revenues
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$
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165,480
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$
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117,335
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Direct costs (excluding depreciation and amortization):
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Salaries and wages
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45,034
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35,257
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Sub-consultant services
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27,427
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16,952
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Other direct costs
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8,487
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9,696
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Total direct costs
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80,948
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61,905
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Gross Profit
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84,532
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55,430
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Operating Expenses:
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Salaries and wages, payroll taxes and benefits
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45,556
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29,238
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General and administrative
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13,157
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8,862
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Facilities and facilities related
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5,397
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3,806
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Depreciation and amortization
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11,040
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6,113
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Total operating expenses
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75,150
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48,019
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Income from operations
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9,382
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7,411
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Interest expense
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(3,788
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)
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(351
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)
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Income before income tax expense
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5,594
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7,060
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Income tax expense
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(1,406
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)
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(1,517
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)
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Net Income and Comprehensive Income
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$
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4,188
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$
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5,543
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Earnings per share:
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Basic
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$
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0.34
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$
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0.46
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Diluted
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$
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0.33
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$
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0.44
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Weighted average common shares outstanding:
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Basic
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12,233,477
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11,960,944
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Diluted
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12,593,788
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12,463,007
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Common Stock
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Additional
Paid-In
Capital
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Retained
Earnings
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Shares
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Amount
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Total
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Balance, December 29, 2018
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12,550,711
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$
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126
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$
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236,525
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$
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80,891
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$
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317,542
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Stock compensation
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—
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—
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1,798
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—
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1,798
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Restricted stock issuance, net
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(6,750
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)
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(0.1
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)
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0.1
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—
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—
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Stock issuance for acquisitions
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9,969
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0.1
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563
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—
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563
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Payment of contingent consideration with common stock
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11,185
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0.1
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|
725
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—
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725
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Net income
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—
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—
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—
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5,543
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5,543
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Balance, March 30, 2019
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12,565,115
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$
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126
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$
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239,611
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$
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86,434
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$
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326,171
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Common Stock
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Additional
Paid-In
Capital
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Retained
Earnings
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|||||||||||
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Shares
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Amount
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Total
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Balance, December 28, 2019
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12,852,357
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$
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129
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$
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251,187
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$
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104,647
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$
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355,963
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Stock compensation
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—
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—
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3,379
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—
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3,379
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Restricted stock issuance, net
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4,417
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—
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—
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—
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—
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Stock issuance for acquisitions
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12,406
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—
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558
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—
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558
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Payment of contingent consideration with common stock
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5,244
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—
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278
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—
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278
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Net income
|
—
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—
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—
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4,188
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4,188
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Balance, March 28, 2020
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12,874,424
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$
|
129
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$
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255,402
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$
|
108,835
|
|
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$
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364,366
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|
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Three Months Ended
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||||||
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March 28, 2020
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March 30, 2019
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Cash Flows From Operating Activities:
|
|
|
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Net income
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$
|
4,188
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$
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5,543
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Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
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Depreciation and amortization
|
11,040
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|
6,113
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|
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Non-cash lease expense
|
1,704
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|
|
2,009
|
|
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Provision for doubtful accounts
|
215
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|
|
206
|
|
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Stock based compensation
|
3,379
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|
|
1,798
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Change in fair value of contingent consideration
|
—
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|
49
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|
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(Gain) loss on disposals of property and equipment
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(339
|
)
|
|
1
|
|
||
Deferred income taxes
|
(1,614
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)
|
|
(463
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)
|
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Amortization of debt issuance costs
|
220
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|
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—
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Changes in operating assets and liabilities, net of impact of acquisitions:
|
|
|
|
||||
Billed receivables
|
6,053
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|
|
8,995
|
|
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Unbilled receivables
|
(7,764
|
)
|
|
3,350
|
|
||
Prepaid expenses and other assets
|
1,962
|
|
|
(1,331
|
)
|
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Accounts payable
|
44
|
|
|
(3,240
|
)
|
||
Accrued liabilities
|
(8,061
|
)
|
|
(4,930
|
)
|
||
Income taxes payable
|
1,365
|
|
|
1,521
|
|
||
Billings in excess of costs and estimated earnings on uncompleted contracts
|
1,204
|
|
|
(3,370
|
)
|
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Deposits
|
7
|
|
|
62
|
|
||
Net cash provided by operating activities
|
13,603
|
|
|
16,313
|
|
||
|
|
|
|
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Cash Flows From Investing Activities:
|
|
|
|
||||
Cash paid for acquisitions (net of cash received from acquisitions)
|
—
|
|
|
(8,000
|
)
|
||
Proceeds from sale of assets
|
425
|
|
|
—
|
|
||
Purchase of property and equipment
|
(4,525
|
)
|
|
(690
|
)
|
||
Net cash used in investing activities
|
(4,100
|
)
|
|
(8,690
|
)
|
||
|
|
|
|
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Cash Flows From Financing Activities:
|
|
|
|
||||
Payments on notes payable
|
(2,116
|
)
|
|
(1,848
|
)
|
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Payments of contingent consideration
|
(650
|
)
|
|
(700
|
)
|
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Payments of debt issuance costs
|
(236
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)
|
|
—
|
|
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Net cash used in financing activities
|
(3,002
|
)
|
|
(2,548
|
)
|
||
|
|
|
|
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Net increase in Cash and Cash Equivalents
|
6,501
|
|
|
5,075
|
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Cash and cash equivalents – beginning of period
|
31,825
|
|
|
40,739
|
|
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Cash and cash equivalents – end of period
|
$
|
38,326
|
|
|
$
|
45,814
|
|
|
Three Months Ended
|
||||||
|
March 28, 2020
|
|
March 30, 2019
|
||||
Non-cash investing and financing activities:
|
|
|
|
||||
Notes payable and other obligations issued for acquisitions
|
$
|
—
|
|
|
$
|
4,500
|
|
Stock issuance for acquisitions
|
$
|
558
|
|
|
$
|
563
|
|
Finance leases
|
$
|
408
|
|
|
$
|
—
|
|
Payment of contingent consideration and other obligations with common stock
|
$
|
278
|
|
|
$
|
725
|
|
●
|
Infrastructure, engineering and support
|
●
|
Management oversight
|
●
|
Construction quality assurance, testing and inspection
|
●
|
Permitting
|
●
|
Program management
|
●
|
Inspection and field supervision
|
●
|
Utility services
|
●
|
Testing inspection and certification
|
●
|
Environmental
|
●
|
Forensic engineering
|
●
|
Planning
|
●
|
Litigation support
|
●
|
Design
|
●
|
Condition assessment
|
●
|
Consulting
|
●
|
Compliance certification
|
●
|
Geospatial solutions
|
|
|
|
Three Months Ended
|
||||||
|
March 28, 2020
|
|
March 30, 2019
|
||||
Numerator:
|
|
|
|
||||
Net income – basic and diluted
|
$
|
4,188
|
|
|
$
|
5,543
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Basic weighted average shares outstanding
|
12,233,477
|
|
|
11,960,944
|
|
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Effect of dilutive non-vested restricted shares and units
|
297,999
|
|
|
407,724
|
|
||
Effect of issuable shares related to acquisitions
|
62,312
|
|
|
94,339
|
|
||
Diluted weighted average shares outstanding
|
12,593,788
|
|
|
12,463,007
|
|
|
2019
|
||||||||||
|
QSI
|
|
Other
|
|
Total
|
||||||
Cash
|
$
|
6,894
|
|
|
$
|
75
|
|
|
$
|
6,969
|
|
Billed and unbilled receivables, net
|
42,523
|
|
|
20,723
|
|
|
63,246
|
|
|||
Right-of-use assets
|
6,131
|
|
|
—
|
|
|
6,131
|
|
|||
Property and equipment
|
13,499
|
|
|
2,163
|
|
|
15,662
|
|
|||
Prepaid expenses
|
2,612
|
|
|
997
|
|
|
3,609
|
|
|||
Other assets
|
1,317
|
|
|
1,048
|
|
|
2,365
|
|
|||
Intangible assets:
|
|
|
|
|
|
||||||
Customer relationships
|
64,709
|
|
|
10,423
|
|
|
75,132
|
|
|||
Trade name
|
58,546
|
|
|
1,365
|
|
|
59,911
|
|
|||
Customer backlog
|
6,835
|
|
|
1,363
|
|
|
8,198
|
|
|||
Developed technology
|
32,944
|
|
|
—
|
|
|
32,944
|
|
|||
Other
|
—
|
|
|
814
|
|
|
814
|
|
|||
Total Assets
|
$
|
236,010
|
|
|
$
|
38,971
|
|
|
$
|
274,981
|
|
Liabilities
|
(23,698
|
)
|
|
(8,343
|
)
|
|
(32,041
|
)
|
|||
Deferred tax liabilities
|
(39,372
|
)
|
|
(3,779
|
)
|
|
(43,151
|
)
|
|||
Net assets acquired
|
$
|
172,940
|
|
|
$
|
26,849
|
|
|
$
|
199,789
|
|
|
|
|
|
|
|
||||||
Consideration paid (Cash, Notes and/or stock)
|
$
|
318,428
|
|
|
$
|
50,447
|
|
|
$
|
368,875
|
|
Contingent earn-out liability (Cash and stock)
|
—
|
|
|
1,004
|
|
|
1,004
|
|
|||
Total Consideration
|
$
|
318,428
|
|
|
$
|
51,451
|
|
|
$
|
369,879
|
|
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)
|
$
|
145,488
|
|
|
$
|
24,602
|
|
|
$
|
170,090
|
|
|
Three Months Ended
|
||
|
March 30, 2019
|
||
Gross revenues
|
$
|
766
|
|
Income before income taxes
|
$
|
48
|
|
|
Three Months Ended
|
||
|
March 30, 2019
|
||
Gross revenues
|
$
|
165,406
|
|
Net income
|
$
|
3,748
|
|
Basic earnings per share
|
$
|
0.31
|
|
Diluted earnings per share
|
$
|
0.30
|
|
|
March 28, 2020
|
|
December 28, 2019
|
||||
Billed receivables
|
$
|
129,079
|
|
|
$
|
134,900
|
|
Less: allowance for doubtful accounts
|
(3,887
|
)
|
|
(3,860
|
)
|
||
Billed receivables, net
|
$
|
125,192
|
|
|
$
|
131,041
|
|
|
|
|
|
||||
Unbilled receivables
|
$
|
87,982
|
|
|
$
|
80,639
|
|
Less: allowance for doubtful accounts
|
(1,269
|
)
|
|
(1,211
|
)
|
||
Unbilled receivables, net
|
$
|
86,713
|
|
|
$
|
79,428
|
|
|
March 28, 2020
|
|
December 28, 2019
|
|
|||
Office furniture and equipment
|
$
|
4,497
|
|
|
$
|
4,198
|
|
Computer equipment
|
10,522
|
|
|
10,704
|
|
||
Survey and field equipment
|
27,586
|
|
|
24,165
|
|
||
Leasehold improvements
|
6,717
|
|
|
6,266
|
|
||
Total
|
49,322
|
|
|
45,333
|
|
||
Less: accumulated depreciation
|
(21,563
|
)
|
|
(19,600
|
)
|
||
Property and equipment, net
|
$
|
27,759
|
|
|
$
|
25,733
|
|
|
Three Months Ended
|
||||||||||
|
December 28, 2019
|
|
Adjustments
|
|
March 28, 2020
|
||||||
INF
|
$
|
231,255
|
|
|
$
|
(144,917
|
)
|
|
$
|
86,338
|
|
BTS
|
77,961
|
|
|
419
|
|
|
78,380
|
|
|||
GEO
|
—
|
|
|
145,488
|
|
|
145,488
|
|
|||
Total
|
$
|
309,216
|
|
|
$
|
990
|
|
|
$
|
310,206
|
|
|
March 28, 2020
|
|
December 28, 2019
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated Amortization
|
|
Net
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated Amortization
|
|
Net
Amount
|
||||||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships(1)
|
$
|
176,088
|
|
|
$
|
(33,377
|
)
|
|
$
|
142,711
|
|
|
$
|
176,088
|
|
|
$
|
(29,198
|
)
|
|
$
|
146,890
|
|
Trade name(2)
|
10,253
|
|
|
(9,033
|
)
|
|
1,220
|
|
|
10,253
|
|
|
(8,593
|
)
|
|
1,660
|
|
||||||
Customer backlog(3)
|
24,198
|
|
|
(14,469
|
)
|
|
9,729
|
|
|
24,198
|
|
|
(12,435
|
)
|
|
11,763
|
|
||||||
Non-compete(4)
|
9,369
|
|
|
(5,615
|
)
|
|
3,754
|
|
|
9,369
|
|
|
(5,105
|
)
|
|
4,264
|
|
||||||
Developed technology(5)
|
32,944
|
|
|
(1,290
|
)
|
|
31,654
|
|
|
32,944
|
|
|
$
|
(106
|
)
|
|
$
|
32,838
|
|
||||
Total finite-lived intangible assets
|
252,851
|
|
|
(63,784
|
)
|
|
189,068
|
|
|
252,851
|
|
|
(55,436
|
)
|
|
197,415
|
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
QSI trade name
|
58,546
|
|
|
—
|
|
|
58,546
|
|
|
58,546
|
|
|
—
|
|
|
58,546
|
|
||||||
Total indefinite-lived intangible assets
|
58,546
|
|
|
—
|
|
|
58,546
|
|
|
58,546
|
|
|
—
|
|
|
58,546
|
|
||||||
Total intangible assets
|
$
|
311,397
|
|
|
$
|
(63,784
|
)
|
|
$
|
247,614
|
|
|
$
|
311,397
|
|
|
$
|
(55,436
|
)
|
|
$
|
255,961
|
|
|
March 28, 2020
|
|
December 28, 2019
|
||||
Current portion of lease liability
|
$
|
12,751
|
|
|
$
|
13,108
|
|
Accrued vacation
|
10,855
|
|
|
10,048
|
|
||
Payroll and related taxes
|
6,068
|
|
|
12,146
|
|
||
Benefits
|
1,805
|
|
|
4,637
|
|
||
Unrecognized tax benefits
|
887
|
|
|
887
|
|
||
Professional liability reserve
|
1,080
|
|
|
1,083
|
|
||
Other
|
7,641
|
|
|
5,523
|
|
||
Total
|
$
|
41,087
|
|
|
$
|
47,432
|
|
|
March 28, 2020
|
|
December 28, 2019
|
||||
Senior credit facility
|
$
|
320,457
|
|
|
$
|
320,457
|
|
Uncollateralized promissory notes
|
34,785
|
|
|
36,217
|
|
||
Finance leases
|
2,800
|
|
|
2,707
|
|
||
Other obligations
|
2,316
|
|
|
2,884
|
|
||
Debt issuance costs, net of amortization
|
(4,095
|
)
|
|
(4,078
|
)
|
||
Total notes payable and other obligations
|
356,263
|
|
|
358,187
|
|
||
Current portion of notes payable and other obligations
|
(24,946
|
)
|
|
(25,332
|
)
|
||
Notes payable and other obligations, less current portion
|
$
|
331,317
|
|
|
$
|
332,854
|
|
Measurement Period Ending
|
Maximum Consolidated Leverage Ratio
|
Closing Date through June 30, 2020
|
4.25 to 1.00
|
July 1, 2020 through September 30, 2020
|
4.00 to 1.00
|
October 1, 2020 through December 31, 2020
|
3.75 to 1.00
|
January 1, 2021 and thereafter
|
3.50 to 1.00
|
Measurement Period Ending
|
Maximum Consolidated Leverage Ratio
|
Amendment Closing Date through June 27, 2020
|
4.50 to 1.00
|
June 28, 2020 through October 3, 2020
|
5.00 to 1.00
|
October 4, 2020 through January 2, 2021
|
5.25 to 1.00
|
January 3, 2021 and April 3, 2021
|
4.75 to 1.00
|
April 4, 2021 and July 3, 2021
|
4.00 to 1.00
|
July 4, 2021 and thereafter
|
3.50 to 1.00
|
|
March 28, 2020
|
|
December 28, 2019
|
||||
Contingent consideration, beginning of the year
|
$
|
4,002
|
|
|
$
|
4,698
|
|
Additions for acquisitions
|
—
|
|
|
1,316
|
|
||
Reduction of liability for payments made
|
(928
|
)
|
|
(1,938
|
)
|
||
Increase (decrease) of liability related to re-measurement of fair value
|
—
|
|
|
(74
|
)
|
||
Total contingent consideration, end of the period
|
3,074
|
|
|
4,002
|
|
||
Current portion of contingent consideration
|
(1,079
|
)
|
|
(1,954
|
)
|
||
Contingent consideration, less current portion
|
$
|
1,995
|
|
|
$
|
2,048
|
|
|
Number of Unvested Restricted Shares of Common Stock and Restricted Stock Units
|
|
Weighted Average
Grant Date Fair
Value
|
||
December 28, 2019
|
652,677
|
|
$
|
58.20
|
|
Granted
|
16,560
|
|
$
|
65.00
|
|
Vested
|
(9,908)
|
|
$
|
36.00
|
|
Forfeited
|
(12,143)
|
|
$
|
63.00
|
|
March 28, 2020
|
647,186
|
|
$
|
59.06
|
|
|
Three Months Ended
|
||||||
|
March 28, 2020
|
|
March 30, 2019
|
||||
Gross revenues
|
|
|
|
||||
INF
|
$
|
85,476
|
|
|
$
|
77,772
|
|
BTS
|
43,525
|
|
|
40,274
|
|
||
GEO
|
37,958
|
|
|
—
|
|
||
Elimination of inter-segment revenues
|
(1,479
|
)
|
|
(711
|
)
|
||
Total gross revenues
|
$
|
165,480
|
|
|
$
|
117,335
|
|
|
|
|
|
||||
Segment income before taxes
|
|
|
|
||||
INF
|
$
|
13,340
|
|
|
$
|
12,574
|
|
BTS
|
5,419
|
|
|
5,917
|
|
||
GEO
|
7,613
|
|
|
—
|
|
||
Total Segment income before taxes
|
26,372
|
|
|
18,491
|
|
||
Corporate(1)
|
(20,778
|
)
|
|
(11,431
|
)
|
||
Total income before taxes
|
$
|
5,594
|
|
|
$
|
7,060
|
|
|
March 28, 2020
|
|
December 28, 2019
|
||||
Assets
|
|
|
|
||||
INF
|
$
|
306,061
|
|
|
$
|
303,239
|
|
BTS
|
129,556
|
|
|
131,967
|
|
||
GEO
|
366,933
|
|
|
365,605
|
|
||
Corporate(1)
|
88,868
|
|
|
92,326
|
|
||
Total assets
|
$
|
891,418
|
|
|
$
|
893,137
|
|
|
Three Months Ended March 28, 2020
|
|
Three Months Ended March 30, 2019
|
||||||||||||||||||||||||||||
|
INF
|
|
BTS
|
|
GEO
|
|
Total
|
|
INF
|
|
BTS
|
|
GEO
|
|
Total
|
||||||||||||||||
United States
|
$
|
84,426
|
|
|
$
|
40,442
|
|
|
$
|
37,537
|
|
|
$
|
162,405
|
|
|
$
|
77,273
|
|
|
$
|
37,497
|
|
|
$
|
—
|
|
|
$
|
114,770
|
|
Foreign
|
—
|
|
|
2,670
|
|
|
405
|
|
|
3,075
|
|
|
—
|
|
|
2,565
|
|
|
—
|
|
|
2,565
|
|
||||||||
Total gross revenues
|
$
|
84,426
|
|
|
$
|
43,112
|
|
|
$
|
37,942
|
|
|
$
|
165,480
|
|
|
$
|
77,273
|
|
|
$
|
40,062
|
|
|
$
|
—
|
|
|
$
|
117,335
|
|
|
Three Months Ended March 28, 2020
|
|
Three Months Ended March 30, 2019
|
||||||||||||||||||||||||||||
|
INF
|
|
BTS
|
|
GEO
|
|
Total
|
|
INF
|
|
BTS
|
|
GEO
|
|
Total
|
||||||||||||||||
Public and quasi-public sector
|
$
|
65,385
|
|
|
$
|
17,836
|
|
|
$
|
26,513
|
|
|
$
|
109,734
|
|
|
$
|
68,129
|
|
|
$
|
15,316
|
|
|
$
|
—
|
|
|
$
|
83,445
|
|
Private sector
|
19,041
|
|
|
25,276
|
|
|
11,429
|
|
|
55,746
|
|
|
9,144
|
|
|
24,746
|
|
|
—
|
|
|
33,890
|
|
||||||||
Total gross revenues
|
$
|
84,426
|
|
|
$
|
43,112
|
|
|
$
|
37,942
|
|
|
$
|
165,480
|
|
|
$
|
77,273
|
|
|
$
|
40,062
|
|
|
$
|
—
|
|
|
$
|
117,335
|
|
|
Three Months Ended March 28, 2020
|
|
Three Months Ended March 30, 2019
|
||||||||||||||||||||||||||||
|
INF
|
|
BTS
|
|
GEO
|
|
Total
|
|
INF
|
|
BTS
|
|
GEO
|
|
Total
|
||||||||||||||||
Cost-reimbursable contracts
|
$
|
80,365
|
|
|
$
|
33,211
|
|
|
$
|
37,942
|
|
|
$
|
151,518
|
|
|
$
|
75,767
|
|
|
$
|
32,144
|
|
|
$
|
—
|
|
|
$
|
107,911
|
|
Fixed-unit price contracts
|
4,061
|
|
|
9,901
|
|
|
—
|
|
|
13,962
|
|
|
1,506
|
|
|
7,918
|
|
|
—
|
|
|
9,424
|
|
||||||||
Total gross revenues
|
$
|
84,426
|
|
|
$
|
43,112
|
|
|
$
|
37,942
|
|
|
$
|
165,480
|
|
|
$
|
77,273
|
|
|
$
|
40,062
|
|
|
$
|
—
|
|
|
$
|
117,335
|
|
Leases
|
|
Classification
|
|
March 28, 2020
|
|
December 28, 2019
|
||||
Assets
|
|
|
|
|
|
|
||||
Operating lease assets
|
|
Right-of-use lease asset, net (1)
|
|
$
|
43,950
|
|
|
$
|
46,313
|
|
Finance lease assets
|
|
Property and equipment, net (1)
|
|
2,493
|
|
|
2,371
|
|
||
Total leased assets
|
|
|
|
$
|
46,443
|
|
|
$
|
48,685
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
||||
Current
|
|
|
|
|
|
|
||||
Operating
|
|
Accrued liabilities
|
|
$
|
(12,751
|
)
|
|
$
|
(13,108
|
)
|
Finance
|
|
Current portion of notes payable and other obligations
|
|
(1,084
|
)
|
|
(1,022
|
)
|
||
Noncurrent
|
|
|
|
|
|
|
||||
Operating
|
|
Long-term lease liability
|
|
(32,624
|
)
|
|
(34,573
|
)
|
||
Finance
|
|
Notes payable and other obligations, less current portion
|
|
(1,716
|
)
|
|
(1,685
|
)
|
||
Total lease liabilities
|
|
|
|
$
|
(48,175
|
)
|
|
$
|
(50,388
|
)
|
Weighted - Average Remaining Lease Term (Years)
|
|
March 28, 2020
|
|
December 28, 2019
|
Operating leases
|
|
4.9
|
|
5.0
|
Finance leases
|
|
2.6
|
|
2.8
|
|
|
|
|
|
Weighted - Average Discount Rate
|
|
|
|
|
Operating leases
|
|
4%
|
|
4%
|
Finance leases
|
|
7%
|
|
7%
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||
|
|
March 28, 2020
|
|
March 30, 2019
|
||||
Operating cash flows from operating leases
|
|
$
|
3,520
|
|
|
$
|
2,280
|
|
Financing cash flows from finance leases
|
|
$
|
267
|
|
|
$
|
163
|
|
Right-of-use assets obtained in exchange for lease obligations
|
|
|
|
|
||||
Operating leases
|
|
$
|
4,990
|
|
|
$
|
1,062
|
|
|
|
|
|
Three Months Ended
|
|
Three Months Ended
|
||||
Lease Cost
|
|
Classification
|
|
March 28, 2020
|
|
March 30, 2019
|
||||
Operating lease cost
|
|
Facilities and facilities related
|
|
$
|
3,585
|
|
|
$
|
2,452
|
|
Finance lease cost
|
|
|
|
|
|
|
||||
Amortization of financing lease assets
|
|
Depreciation and amortization
|
|
249
|
|
|
163
|
|
||
Interest on lease liabilities
|
|
Interest expense
|
|
30
|
|
|
25
|
|
||
Total lease cost
|
|
|
|
$
|
3,864
|
|
|
$
|
2,640
|
|
Fiscal Year
|
|
Operating Leases
|
|
Finance Leases
|
||||
Remainder of 2020
|
|
$
|
10,997
|
|
|
$
|
817
|
|
2021
|
|
12,770
|
|
|
964
|
|
||
2022
|
|
8,956
|
|
|
769
|
|
||
2023
|
|
6,301
|
|
|
483
|
|
||
2024
|
|
4,034
|
|
|
213
|
|
||
Thereafter
|
|
6,940
|
|
|
6
|
|
||
Total lease payments
|
|
49,998
|
|
|
3,252
|
|
||
Less: Interest
|
|
(4,623
|
)
|
|
(452
|
)
|
||
Present value of lease liabilities
|
|
$
|
45,375
|
|
|
$
|
2,800
|
|
•
|
Infrastructure (INF) - includes our engineering, civil program management, and construction quality assurance, testing and inspection practices;
|
•
|
Building, Technology & Sciences (BTS) – includes our utility services, environmental and buildings program management practices; and
|
•
|
Geospatial Solutions (GEO) – includes our geospatial solution practices.
|
|
Three Months Ended
|
||||||
|
March 28, 2020
|
|
March 30, 2019
|
||||
Gross revenues
|
$
|
165,480
|
|
|
$
|
117,335
|
|
Less sub-consultant services and other direct costs
|
(35,914
|
)
|
|
(26,648
|
)
|
||
Net revenues (1)
|
129,566
|
|
|
90,687
|
|
||
Direct salary and wages costs
|
45,034
|
|
|
35,257
|
|
||
Gross profit
|
84,532
|
|
|
55,430
|
|
||
Operating expenses
|
75,150
|
|
|
48,019
|
|
||
Income from operations
|
9,382
|
|
|
7,411
|
|
||
Interest expense
|
(3,788
|
)
|
|
(351
|
)
|
||
Income tax expense
|
(1,406
|
)
|
|
(1,517
|
)
|
||
Net income
|
$
|
4,188
|
|
|
$
|
5,543
|
|
|
Three Months Ended
|
||||||
|
March 28, 2020
|
|
March 30, 2019
|
||||
Gross revenues
|
|
|
|
||||
INF
|
$
|
85,476
|
|
|
$
|
77,772
|
|
BTS
|
43,525
|
|
|
40,274
|
|
||
GEO
|
37,958
|
|
|
—
|
|
||
Elimination of inter-segment revenues
|
(1,479
|
)
|
|
(711
|
)
|
||
Total gross revenues
|
$
|
165,480
|
|
|
$
|
117,335
|
|
|
|
|
|
||||
Segment income before taxes
|
|
|
|
||||
INF
|
$
|
13,340
|
|
|
$
|
12,574
|
|
BTS
|
$
|
5,419
|
|
|
$
|
5,917
|
|
GEO
|
$
|
7,613
|
|
|
$
|
—
|
|
Measurement Period Ending
|
Maximum Consolidated Leverage Ratio
|
Closing Date through June 30, 2020
|
4.25 to 1.00
|
July 1, 2020 through September 30, 2020
|
4.00 to 1.00
|
October 1, 2020 through December 31, 2020
|
3.75 to 1.00
|
January 1, 2021 and thereafter
|
3.50 to 1.00
|
Measurement Period Ending
|
Maximum Consolidated Leverage Ratio
|
Amendment Closing Date through June 27, 2020
|
4.50 to 1.00
|
June 28, 2020 through October 3, 2020
|
5.00 to 1.00
|
October 4, 2020 through January 2, 2021
|
5.25 to 1.00
|
January 3, 2021 and April 3, 2021
|
4.75 to 1.00
|
April 4, 2021 and July 3, 2021
|
4.00 to 1.00
|
July 4, 2021 and thereafter
|
3.50 to 1.00
|
•
|
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;
|
•
|
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.”
|
Number
|
|
Description
|
|
||
|
||
|
||
|
||
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.
|
|
NV5 GLOBAL, INC.
|
|
|
|
By: /s/ Edward Codispoti
|
Date: May 7, 2020
|
Edward Codispoti
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Level
|
Consolidated
Leverage Ratio
|
Eurodollar Rate & Letter of Credit Fee
|
Base Rate
|
Commitment Fee
|
I
|
Less than 2.25 to 1.00
|
1.50%
|
0.50%
|
0.250%
|
II
|
Less than 2.75 to 1.00 but greater than or equal to 2.25 to 1.00
|
1.75%
|
0.75%
|
0.250%
|
III
|
Less than 3.25 to 1.00 but greater than or equal to 2.75 to 1.00
|
2.00%
|
1.00%
|
0.375%
|
IV
|
Less than 3.75 to 1.00 but greater than or equal to 3.25 to 1.00
|
2.25%
|
1.25%
|
0.375%
|
V
|
Less than 4.25 to 1.00 but greater than or equal to 3.75 to 1.00
|
2.75%
|
1.75%
|
0.375%
|
VI
|
Greater than or equal to 4.25 to 1.00
|
3.00%
|
2.00%
|
0.375%
|
(a)
|
Maximum Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio at any time during any period set forth below to be greater than the ratio set forth below opposite such period:
|
Measurement Period Ending
|
Maximum Consolidated Leverage Ratio
|
Closing Date through June 27, 2020
|
4.50 to 1.00
|
June 28, 2020 through October 3, 2020
|
5.00 to 1.00
|
October 4, 2020 through January 2, 2021
|
5.25 to 1.00
|
January 3, 2021 through April 3, 2021
|
4.75 to 1.00
|
April 4, 2021through July 3, 2021
|
4.00 to 1.00
|
July 4, 2021 and thereafter
|
3.50 to 1.00
|
BORROWER:
|
NV5 GLOBAL, INC., a Delaware corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: Executive Vice President and
General Counsel
|
|
|
GUARANTORS:
|
NV5 HOLDINGS, INC., a Delaware corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and General Counsel
|
|
NV5, INC., a California corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
|
NV5 WEST, INC., a Delaware corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Assistant Secretary
|
|
NV5, INC., a Delaware corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
|
NV5 NORTHEAST, INC., a Delaware corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Assistant Secretary
|
|
NV5, LLC, a North Carolina limited liability company
By: /s/ Richard Tong
Name: Richard Tong
Title: President
|
GUARANTORS (CONTINUED):
|
NV5 CONSULTANTS, INC., a Massachusetts corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: Executive Vice President
|
|
NV5, INC., a New Jersey corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
|
SEBESTA, INC., a Minnesota corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
|
DADE MOELLER AND ASSOCIATES, INC., a North Carolina corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
|
J.B.A. CONSULTING ENGINEERS, INC., a Nevada corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
|
HANNA ENGINEERING, INC., a California corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
GUARANTORS (CONTINUED):
|
Bock & Clark Corporation, a Delaware corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
|
Bock & Clark ACQUISITION Corporation, a Delaware corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
|
Bock & Clark Environmental, LLC, an Ohio limited liability company
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
|
CIVILSOURCE, INC., a California corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
|
HOLDREGE & KULL, CONSULTING ENGINEERS AND GEOLOGISTS, a California corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
|
RICHARD D. KIMBALL CO., a Massachusetts corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Secretary
|
GUARANTORS (CONTINUED):
|
CHI ENGINEERING SERVICES INCORPORATED, a New Hampshire corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Secretary
|
|
NV5 ENGINEERS AND CONSULTANTS, INC., a North Carolina corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Secretary
|
|
geospatial holdings, inc., a Delaware corporation
B By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
|
AERO-METRIC HOLDINGS CORP., an Indiana corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
|
QUANTUM SPATIAL, INC., a Wisconsin corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
|
THE SEXTANT GROUP, INC., a Pennsylvania corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
GUARANTORS (CONTINUED):
|
ALTA ENVIRONMENTAL, L.P., a California limited partnership
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Secretary
|
|
GEODESIGN, INC., a Oregon corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
|
WHPACIFIC, INC., a Alaska corporation
By: /s/ Richard Tong
Name: Richard Tong
Title: EVP and Co-Secretary
|
ADMINISTRATIVE AGENT:
|
BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Joan Mok
Name: Joan Mok
Title: Vice President
|
LENDERS:
|
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swingline Lender
By: /s/ Julia Rocawich
Name: Julia Rocawich
Title: Senior Vice President
|
|
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ James Cullen
Name: James Cullen
Title: Senior Vice President
|
|
WELLS FARGO BANK, N.A., as a Lender
By: /s/ Nicholas DiPierro
Name: Nicholas DiPierro
Title: Vice President
|
|
SYNOVUS BANK, as a Lender
By: /s/ Michael Sawicki
Name: Michael Sawicki
Title: Director
|
|
TD BANK, N.A., as a Lender
By: /s/ Craig Welch
Name: Craig Welch
Title: Senior Vice President
|
|
WOODFOREST NATIONAL BANK, as a Lender
B By: /s/ NSC Maguana Jean
Name: NSC Maguana Jean
Title: Senior Vice President / RM
|
|
FIRST HORIZON BANK, as a Lender
By: /s/ Dilian Schulz
Name: Dilian Schulz
Title: Senior Vice President
|
|
BANCO DE SABADELL, S.A., as a Lender
By: /s/ Ignacio Alcaraz
Name: Ignacio Alcaraz
Title: Head of Structured Finance Americas
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the period ended March 28, 2020 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.
|
|
/s/ Dickerson Wright
|
|
Dickerson Wright
Chairman & Chief Executive Officer,
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the period ended March 28, 2020 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.
|
|
/s/ Edward Codispoti
|
|
Edward Codispoti
Chief Financial Officer
(Principal Financial Officer)
|
(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.
|
|
/s/ Dickerson Wright
|
|
Dickerson Wright
Chairman & Chief Executive Officer
|
|
/s/ Edward Codispoti
|
|
Edward Codispoti
Chief Financial Officer
|