Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 02, 2021 | Feb. 25, 2021 | Jun. 27, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 2, 2021 | ||
Current Fiscal Year End Date | --01-02 | ||
Document Transition Report | false | ||
Entity File Number | 001-35849 | ||
Entity Registrant Name | NV5 Global, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 45-3458017 | ||
Entity Address, Address Line One | 200 South Park Road, | ||
Entity Address, Address Line Two | Suite 350, | ||
Entity Address, City or Town | Hollywood, | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33021 | ||
City Area Code | 954 | ||
Local Phone Number | 495-2112 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | NVEE | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 507.5 | ||
Entity Common Stock, Shares Outstanding | 13,295,685 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the 2021 definitive Proxy Statement are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001532961 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 02, 2021 | Dec. 28, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 64,909 | $ 31,825 |
Billed receivables, net | 142,705 | 131,041 |
Unbilled receivables, net | 74,458 | 79,428 |
Prepaid expenses and other current assets | 6,804 | 8,906 |
Total current assets | 288,876 | 251,200 |
Property and equipment, net | 27,011 | 25,733 |
Right-of-use lease assets, net | 43,607 | 46,313 |
Intangible assets, net | 174,931 | 255,961 |
Goodwill | 343,796 | 309,216 |
Other assets | 2,954 | 4,714 |
Total Assets | 881,175 | 893,137 |
Current liabilities: | ||
Accounts payable | 39,989 | 36,116 |
Accrued liabilities | 45,325 | 47,432 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 24,962 | 3,303 |
Client deposits | 380 | 221 |
Current portion of contingent consideration | 1,334 | 1,954 |
Current portion of notes payable and other obligations | 24,196 | 25,332 |
Total current liabilities | 136,186 | 114,358 |
Contingent consideration, less current portion | 1,066 | 2,048 |
Other long-term liabilities | 38,737 | 34,573 |
Notes payable and other obligations, less current portion | 283,326 | 332,854 |
Deferred income tax liabilities, net | 27,791 | 53,341 |
Total liabilities | 487,106 | 537,174 |
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, 13,270,131 and 12,852,357 shares issued and outstanding as of January 2, 2021 and December 28, 2019, respectively | 133 | 129 |
Additional paid-in capital | 268,271 | 251,187 |
Retained earnings | 125,665 | 104,647 |
Total stockholders’ equity | 394,069 | 355,963 |
Total liabilities and stockholders’ equity | $ 881,175 | $ 893,137 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jan. 02, 2021 | Dec. 28, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (USD 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 (USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 45,000,000 | 45,000,000 |
Common stock, shares issued (in shares) | 13,270,131 | 12,852,357 |
Common stock, shares outstanding (in shares) | 13,270,131 | 12,852,357 |
CONSOLIDATED STATEMENTS OF NET
CONSOLIDATED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Income Statement [Abstract] | |||
Gross revenues | $ 659,296 | $ 508,938 | $ 418,081 |
Direct costs: | |||
Salaries and wages | 176,865 | 153,023 | 132,922 |
Sub-consultant services | 107,602 | 79,598 | 62,218 |
Other direct costs | 40,291 | 30,935 | 21,537 |
Total direct costs | 324,758 | 263,556 | 216,677 |
Gross profit | 334,538 | 245,382 | 201,404 |
Operating expenses: | |||
Salaries and wages, payroll taxes and benefits | 176,816 | 128,558 | 102,221 |
General and administrative | 50,214 | 42,656 | 31,713 |
Facilities and facilities related | 21,280 | 17,145 | 14,401 |
Depreciation and amortization | 42,079 | 25,816 | 17,384 |
Total operating expenses | 290,389 | 214,175 | 165,719 |
Income from operations | 44,149 | 31,207 | 35,685 |
Interest expense | (15,181) | (2,275) | (1,966) |
Income before income tax expense | 28,968 | 28,932 | 33,719 |
Income tax expense | (7,950) | (5,176) | (6,863) |
Net income and comprehensive income | $ 21,018 | $ 23,756 | $ 26,856 |
Earnings per share: | |||
Basic (USD per Share) | $ 1.70 | $ 1.96 | $ 2.44 |
Diluted (USD per Share) | $ 1.65 | $ 1.90 | $ 2.33 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 12,362,786 | 12,116,185 | 10,991,124 |
Diluted (in shares) | 12,713,075 | 12,513,034 | 11,506,466 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings |
Balance (in shares) at Dec. 30, 2017 | 10,834,770 | |||
Balance at Dec. 30, 2017 | $ 180,097 | $ 108 | $ 125,954 | $ 54,035 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 6,697 | 6,697 | ||
Restricted stock issuance, net (in shares) | 172,820 | |||
Restricted stock issuance, net | 0 | $ 2 | (2) | |
Stock issuance for acquisitions (in shares) | 133,121 | |||
Stock issuance for acquisitions | 9,330 | $ 1 | 9,329 | |
Proceeds from secondary offering, net of costs (in shares) | 1,270,000 | |||
Proceeds from secondary offering, net of costs | 93,469 | $ 13 | 93,456 | |
Proceeds from exercise of warrants, net of costs (in shares) | 140,000 | |||
Proceeds from exercise of warrants, net of costs | 1,093 | $ 2 | 1,091 | |
Net income | 26,856 | 26,856 | ||
Balance (in shares) at Dec. 29, 2018 | 12,550,711 | |||
Balance at Dec. 29, 2018 | 317,542 | $ 126 | 236,525 | 80,891 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 10,430 | 10,430 | ||
Restricted stock issuance, net (in shares) | 234,805 | |||
Restricted stock issuance, net | 0 | $ 2 | (2) | |
Stock issuance for acquisitions (in shares) | 55,656 | |||
Stock issuance for acquisitions | 3,511 | $ 1 | 3,510 | |
Payment of contingent consideration with common stock (in shares) | 11,185 | |||
Payment of contingent consideration with common stock | 724 | 724 | ||
Net income | 23,756 | 23,756 | ||
Balance (in shares) at Dec. 28, 2019 | 12,852,357 | |||
Balance at Dec. 28, 2019 | 355,963 | $ 129 | 251,187 | 104,647 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock-based compensation | 14,955 | 14,955 | ||
Restricted stock issuance, net (in shares) | 373,684 | |||
Restricted stock issuance, net | 0 | $ 4 | (4) | |
Stock issuance for acquisitions (in shares) | 38,846 | |||
Stock issuance for acquisitions | 1,855 | |||
Payment of contingent consideration with common stock (in shares) | 5,244 | |||
Payment of contingent consideration with common stock | 278 | 278 | ||
Net income | 21,018 | 21,018 | ||
Balance (in shares) at Jan. 02, 2021 | 13,270,131 | |||
Balance at Jan. 02, 2021 | $ 394,069 | $ 133 | $ 268,271 | $ 125,665 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Cash flows from operating activities: | |||
Net income | $ 21,018 | $ 23,756 | $ 26,856 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 45,488 | 25,816 | 17,384 |
Non-cash lease expense | 9,469 | 9,410 | 0 |
Provision for doubtful accounts | 4,311 | 1,239 | 797 |
Stock-based compensation | 14,955 | 10,430 | 6,697 |
Change in fair value of contingent consideration | 0 | (216) | 424 |
(Gain) loss on disposals of property and equipment | (462) | 21 | 26 |
Deferred income taxes | (13,064) | (6,634) | (3,585) |
Amortization of debt issuance costs | 896 | 131 | 0 |
Changes in operating assets and liabilities, net of impact of acquisitions: | |||
Billed receivables | (13,592) | 5,140 | (8,662) |
Unbilled receivables | 1,996 | (11,807) | (2,813) |
Prepaid expenses and other assets | 4,680 | (3,599) | (109) |
Accounts payable | 3,367 | 534 | 398 |
Accrued liabilities | (4,865) | (7,315) | (2,984) |
Income taxes payable | 0 | (2,697) | (3,405) |
Billings in excess of costs and estimated earnings on uncompleted contracts | 21,659 | (4,322) | 3,964 |
Deposits | 153 | 13 | 11 |
Net cash provided by operating activities | 96,009 | 39,900 | 34,999 |
Cash flows from investing activities: | |||
Cash paid for acquisitions (net of cash received from acquisitions) | (882) | (348,375) | (58,155) |
Proceeds from sale of assets | 1,670 | 0 | 0 |
Purchase of property and equipment | (9,855) | (2,625) | (2,203) |
Net cash used in investing activities | (9,067) | (351,000) | (60,358) |
Cash flows from financing activities: | |||
Borrowings from Senior Credit Facility | 0 | 330,457 | 0 |
Proceeds from common stock offering | 0 | 0 | 100,330 |
Proceeds from exercise of warrant | 0 | 0 | 1,093 |
Payments of borrowings from Senior Credit Facility | (36,625) | (10,000) | (36,500) |
Payments on notes payable | (15,207) | (13,393) | (9,741) |
Payments of contingent consideration | (1,579) | (1,202) | (728) |
Payments of common stock offering costs | 0 | 0 | (6,861) |
Payments of debt issuance costs | (447) | (3,676) | (246) |
Net cash (used in) provided by financing activities | (53,858) | 302,186 | 47,347 |
Net increase (decrease) in cash and cash equivalents | 33,084 | (8,914) | 21,988 |
Cash and cash equivalents – beginning of period | 31,825 | 40,739 | 18,751 |
Cash and cash equivalents – end of period | 64,909 | 31,825 | 40,739 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 15,623 | 1,218 | 1,895 |
Cash paid for income taxes | 19,748 | 16,215 | 13,634 |
Non-cash investing and financing activities: | |||
Contingent consideration (earn-out) | 255 | 1,641 | 3,112 |
Notes payable and other obligations issued for acquisitions | 500 | 10,044 | 23,987 |
Stock issuance for acquisitions | 1,855 | 3,511 | 9,330 |
Finance leases | 1,244 | 1,084 | 2,884 |
Payment of contingent consideration and other obligations with common stock | $ 278 | $ 724 | $ 0 |
Organization and Nature of Busi
Organization and Nature of Business Operations | 12 Months Ended |
Jan. 02, 2021 | |
Accounting Policies [Abstract] | |
Organization and Nature of Business Operations | 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, utility services, construction, real estate, and environmental markets, operating nationwide and abroad. The Company’s clients include the U.S. federal, state and local governments, and the private sector. NV5 Global provides a wide range of services, including, but not limited to: ● Utility services ● MEP & technology engineering ● LNG services ● Commissioning ● Engineering ● Program management ● Civil program management ● Environmental health & safety ● Surveying ● Real estate transaction services ● Testing, inspection, & consulting (TIC) ● Energy efficiency services ● Code compliance consulting ● 3D geospatial data modeling ● Forensic engineering ● Environmental & natural resources ● Litigation support ● Robotic survey solutions ● Ecological studies ● Geospatial data application & software Impact of COVID-19 on Our Business The COVID-19 pandemic has significantly impacted global stock markets and economies. The Company is closely monitoring the impact of the outbreak of COVID-19 on all aspects of its business, including how it will impact the Company's customers and employees. Some of the Company's services were affected, primarily its real estate transactional services and hospitality-related services. In particular, due to COVID-19 restrictions, some of the Company's casino and hotel projects have been delayed. As U.S. and international economies begin to reopen and with a vaccine underway the Company expects demand for these services to return, but the Company is unable to predict the ultimate impact that it may have on its business, future results of operations, financial position, or cash flows. The extent to which the Company's operations may be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact. The Company intends to continue to monitor the impact of COVID-19 pandemic on its business closely. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 02, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 of America (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. 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. Beginning 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 a result, fiscal 2020 included 53 weeks compared to fiscal 2019 and 2018, which both included 52 weeks. 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 include the following: • 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 our reporting units for goodwill impairment assessment • Revenue recognition over time • Allowances for uncollectible accounts Cash and Cash Equivalents Cash and cash equivalents include cash on deposit with financial institutions and investments in high quality overnight money market funds, all of which have maturities of three months or less when purchased. The Company from time to time may be exposed to credit risk with its bank deposits in excess of the Federal Deposit Insurance Corporation insurance limits and with uninsured money market investments. Management believes cash and cash equivalent balances are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. 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, 28%, 27% and 30% of the Company’s gross revenues for fiscal years 2020, 2019, and 2018, respectively, are from California-based projects. The Company did not have any clients representing more than 10% of our gross revenues during 2020, 2019 or 2018. During fiscal years 2020, 2019, and 2018 approximately 68%, 68% and 67%, respectively, of our gross revenues was attributable to the public and quasi-public sector. Management continually evaluates the creditworthiness of these and future clients and provides for bad debt reserves as necessary. Fair Value of Financial Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. 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 January 2, 2021 and December 28, 2019, 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 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. The Company reviews and re-assesses the estimated fair value of contingent consideration liabilities on a quarterly basis, and the updated fair value could differ 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 as Level 3 inputs. 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 12, Contingent Consideration , for additional information regarding contingent considerations. Property and Equipment Property and equipment is stated at cost. Property and equipment acquired in a business combination is stated at fair value at the acquisition date. The Company capitalizes the cost of improvements to property and equipment that increase the value or extend the useful lives of the assets. Normal repair and maintenance costs are expensed as incurred. Depreciation and amortization is computed on a straight-line basis over the following estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the lesser of their estimated useful lives or the remaining terms of the related lease agreement. Asset Depreciation Period (in years) Office furniture and equipment 4 Computer equipment 3 Survey and field equipment 5 Leasehold improvements Lesser of the estimated useful lives or remaining term of the lease Property and equipment balances are periodically reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. 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 is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. During fiscal years 2020, 2019 and 2018, no impairment charge relating to property and equipment was recognized. 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. The Company evaluates goodwill annually for impairment on August 1 or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques, and weights the results accordingly. 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. The Company 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, non-compete agreements, and developed technology. 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. During fiscal years 2020, 2019 and 2018, no impairment charge relating to goodwill and intangible assets was recognized. See Note 9, Goodwill and Intangible Assets , for further information on goodwill and identified intangibles. Revenue Recognition On the first day of fiscal year 2018, we adopted ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”), using the modified retrospective approach to all contracts that were not completed as of the beginning of fiscal year 2018. We utilize the contract method, which allows companies to account for contracts on a contract by contract basis. For our time and materials contracts, we apply the as-invoiced practical expedient, which permits us to recognize revenue as the right to invoice for services performed. The new standard did not materially affect our consolidated net income, financial position, or cash flows. To determine the proper revenue recognition method, the Company evaluates whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. The majority of the Company's contracts have a single performance obligation as the promise to transfer the individual goods or services that is not separately identifiable from other promises in the contracts and, therefore, is not distinct. The Company’s performance obligations are satisfied as work progresses or at a point in time. Revenue on the Company's cost-reimbursable contracts is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it depicts the transfer of control to the customer. Contract costs include labor, sub-consultant services, and other direct costs. Gross revenues from services transferred to customers over time accounted for 92%, 90%, and 92% of the Company’s revenues during fiscal years 2020, 2019 and 2018, respectively. Gross revenue from services transferred to customers at a point in time is recognized when the customer obtains control of the asset, which is generally upon delivery and acceptance by the customer of the reports and/or analysis performed. Gross revenue from services transferred to customers at a point in time accounted for 8%, 10%, and 8% of the Company’s revenues during fiscal years 2020, 2019 and 2018, respectively. As of January 2, 2021, the Company had $575,052 of remaining performance obligations, of which $489,009 is expected to be recognized over the next 12 months and the majority of the balance over the next 24 months. Contracts for which work authorizations have been received are included in performance obligations. Most of the Company's contracts are multi-year contracts for which funding is appropriated on an annual basis, therefore performance obligations include only those amounts that have been funded and authorized and does not reflect the full amounts the Company may receive over the term of such contracts. In the case of non-government contracts and project awards, performance obligations include future revenue at contract or customary rates, excluding contract renewals or extensions that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, the Company includes revenue from such contracts in performance obligations to the extent of the remaining estimated amount. Contract modifications are common in the performance of our contracts. Contracts modified typically result from changes in scope, specifications, design, performance, sites, or period of completion. In most cases, contract modifications are for services that are not distinct, and, therefore, are accounted for as part of the existing contract. Contract estimates are based on various assumptions to project the outcome of future events. These assumptions are dependent upon the accuracy of a variety of estimates, including engineering progress, achievement of milestones, labor productivity and cost estimates. Due to uncertainties inherent in the estimation process, it is possible that actual completion costs may vary from estimates. If estimated total costs on contracts indicate a loss or reduction to the percentage of total contract revenues recognized to date, these losses or reductions are recognized in the period in which the revisions are known. The effect of revisions to revenues, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, anticipated losses and others are recorded on the cumulative catch-up basis in the period in which the revisions are identified and the loss can be reasonably estimated. Such revisions could occur in any reporting period and the effects on the results of operations for that reporting period may be material depending on the size of the project or the adjustment. During fiscal years 2020, 2019, and 2018 the cumulative catch-up adjustment for contract modifications was not material. A significant amount of the Company’s revenues are derived under multi-year contracts. The Company enters into contracts with its clients that contain two principal types of pricing provisions: cost-reimbursable and fixed-unit price. The majority of the Company’s contracts are cost-reimbursable contracts that fall under the low-risk subcategory of time and materials contracts. Cost-reimbursable contracts consist of the following: • Time and materials contracts, which are common for smaller scale professional and technical consulting and certification services projects. Under these types of contracts, there is no predetermined fee. Instead, the Company negotiates hourly billing rates and charges the 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 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. Under these types of contracts, the Company charges clients for its costs, including both direct and indirect costs, plus a negotiated fee. The total estimated cost plus the negotiated fee represents the total contract value. • 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 the Company’s lump-sum contracts are negotiated and arise in the design of projects with a specified scope and project deliverables. In most cases, we can bill additional fees if the construction schedule is modified and lengthened. Fixed-unit price 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. Federal Acquisition Regulations (“FAR”), which are applicable to the Company’s federal government contracts and may be incorporated in local and state agency contracts, limit the recovery of certain specified indirect costs on contracts. Cost-plus contracts covered by FAR or certain state and local agencies also may require an audit of actual costs and provide for upward or downward adjustments if actual recoverable costs differ from billed recoverable costs. Contract Balances The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled receivables (contract assets), and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) on the Consolidated Balance Sheet. Billed receivables, net represents amounts billed to clients that remain uncollected as of the balance sheet date. The amounts are stated at their estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is estimated based on management’s evaluation of the contracts involved and the financial condition of clients. Factors the Company considers include, but are not limited to: • Client type (governmental or commercial client) • Historical performance • Historical collection trends • General economic conditions Billed receivables are generally collected within less than 12 months. The allowance is increased by the Company’s provision for doubtful accounts which is charged against income. All recoveries on receivables previously charged off are included in income, while direct charge-offs of receivables are deducted from the allowance. Unbilled receivables, net 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. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. Unbilled receivables (contract assets) are generally classified as current. In certain circumstances, the contract may allow for billing terms that result in the cumulative amounts billed in excess of revenues recognized. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized on these contracts as of the reporting date. This liability is generally classified as current. During fiscal 2020, the Company performed services and recognized $3,235 of revenue related to its contract liabilities that existed as of December 28, 2019. Advertising Advertising costs are charged to expense in the period incurred and amounted to $940, $939 and $1,019 during fiscal years 2020, 2019 and 2018, respectively, which are included in General and Administrative Expenses on the accompanying Consolidated Statements of Net Income and Comprehensive Income. Income Taxes The Company accounts for income taxes in accordance with ASC Topic No. 740 “ Income Taxes ” (“Topic No. 740”). Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. A valuation allowance against the Company’s deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for a valuation allowance, management is required to make assumptions and to apply judgment, including forecasting future earnings, taxable income, and the mix of earnings in the jurisdictions in which the Company operates. Management periodically assesses the need for a valuation allowance based on the Company’s current and anticipated results of operations. The need for and the amount of a valuation allowance can change in the near term if operating results and projections change significantly. The Company recognizes the consolidated financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applies the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. The Company’s policy is to classify interest and penalties as income tax expense. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Jan. 02, 2021 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements Goodwill and Intangible Assets In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment ("ASU 2017-04") . 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. The Company adopted this ASU at the beginning of fiscal year 2020. The Company has determined there were no changes to its financial statements as a result of the adoption. Financial Instruments In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) ("ASU 2016-13"). This ASU introduces a new accounting model, the Current Expected Credit Losses model ("CECL"), which could result in earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model requires the Company to use a forward-looking expected credit loss impairment methodology for the recognition of credit losses for financial instruments at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. This model replaces the multiple existing impairment models in current GAAP, which generally require that a loss be incurred before it is recognized. The new standard also applies to receivables arising from revenue transactions such as contract assets and accounts receivable and is effective for fiscal years beginning after December 15, 2019. The Company adopted this ASU at the beginning of fiscal year 2020. The standard was applied prospectively and did not materially impact the consolidated financial statements. Leases In February 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) ("ASU 2016-02") which is intended to increase transparency and comparability of accounting for lease transactions. For all leases with terms greater than 12 months, the new guidance requires lessees to recognize right-of-use assets and corresponding lease liabilities on the balance sheet and to disclose qualitative and quantitative information about lease transactions. The new standard maintains a distinction between finance leases and operating leases. As a result, the effect of the new guidance on leases in the statement of operations and statement of cash flow is largely unchanged. The Company adopted ASU No. 2016-02 as of the first day of the fiscal year 2019 using the modified retrospective approach and elected not to adjust comparative periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification, and the initial direct costs. The Company elected the practical expedient to keep leases with an initial term of 12 months or less off the balance sheet and the practical expedient to account for non-lease components in a contract as part of a single lease component. Lease payments are recognized in the Consolidated Statements of Operations on a straight-line basis over the lease term. Adoption of the new standard resulted in the recording of additional right-of-use lease assets and lease liabilities of $34,186 and $34,965, respectively, as of the first day of the fiscal year 2019. The standard did not materially impact our consolidated net earnings and had no impact on cash flows. Additionally, there was no cumulative effect of adoption on retained earnings in the Statement of Changes in Stockholders' Equity. Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) |
Earnings per Share
Earnings per Share | 12 Months Ended |
Jan. 02, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period, excluding unvested restricted shares. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. The effect of potentially dilutive securities is not considered during periods of loss or if the effect is anti-dilutive. The weighted average number of shares outstanding in calculating basic earnings per share during fiscal years 2020, 2019 and 2018 exclude 763,183, 642,677 and 614,911 non-vested restricted shares, respectively. During fiscal 2020, there were 12,588 weighted average securities which are not included in the calculation of diluted weighted average shares outstanding because their impact is anti-dilutive. There were no potentially anti-dilutive securities during fiscal years 2019 and 2018. 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 during fiscal years 2020, 2019 and 2018: Fiscal Years Ended January 2, 2021 December 28, 2019 December 29, 2018 Numerator: Net income – basic and diluted $ 21,018 $ 23,756 $ 26,856 Denominator: Basic weighted average shares outstanding 12,362,786 12,116,185 10,991,124 Effect of dilutive non-vested restricted shares and units 303,622 319,674 401,726 Effect of issuable shares related to acquisitions 46,667 77,175 87,713 Effect of warrants — — 25,903 Diluted weighted average shares outstanding 12,713,075 12,513,034 11,506,466 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jan. 02, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Warrant exercise In conjunction with the Company’s initial public offering on March 26, 2013, the underwriter received a warrant to acquire up to 140,000 units (“Unit Warrant”). On March 23, 2016, the underwriter paid $1,008 to the Company to exercise the Unit Warrant. Each of the units delivered upon exercise consisted of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at an exercise price of $7.80 per share (“Warrant”), which warrant expired on March 27, 2018. On March 19, 2018, the underwriter paid $1,093 to the Company to exercise the Warrant. On March 21, 2018, the Company delivered 140,000 shares of common stock to the underwriter. Common Stock offering On August 9, 2018, the Company priced an underwritten follow-on offering of 1,270,000 shares of the Company’s common stock (the “2018 Firm Shares”) at an offering price of $79.00 per share. The shares were sold pursuant to an effective registration statement on Form S-3 (Registration No. 333-224392). In addition, a selling stockholder of the Company granted the underwriters of the offering a 30-day option to purchase up to 190,500 shares (the “2018 Option Shares”) of the Company’s common stock at the public offering price less the underwriting discount. On August 13, 2018, the Company closed on the 2018 Firm Shares, for which we received net proceeds of $93,469 after deducting the underwriting discount and estimated offering expenses payable by the Company, and the selling stockholder of the Company closed on the sale of all 2018 Option Shares. The Company did not receive any proceeds associated with the sale of the 2018 Option Shares by the selling stockholder. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Jan. 02, 2021 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions 2020 Acquisitions On July 16, 2020, the Company acquired all of the outstanding equity interests in Mediatech FZ, LLC and Mediatech Information Technology Consultants ("Mediatech"), a technology company providing security, enterprise IT, and building technology solutions in the Middle East and North Africa (MENA) region and South East Asia. Mediatech provides technology design services for the hospitality, industrial, healthcare, commercial, retail, and convention center markets. The Company acquired Mediatech for an aggregate purchase price of $1,949, including $882 of cash and $500 in promissory note, payable in four equal installments of $125 due on the first, second, third, and fourth anniversaries of the closing date. The purchase price also includes $312 of the Company's common stock payable in four equal installments due at closing and on the first, second and third anniversaries of the closing date. Further, the purchase price includes $255 in additional contingent payments. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Mediatech, the Company performed a fair value assessment. The final determination of the fair value of assets and liabilities will be completed within the one-year measurement period as required by ASC Topic 805, Business Combinations ("ASC 805"). The Mediatech acquisition will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the acquisition date, including intangible assets, accounts receivable, and certain fixed assets. 2019 Acquisitions On December 20, 2019 (the "Closing Date"), the Company acquired all of the outstanding equity interests in Geospatial Holdings, Inc. and its subsidiaries, including Quantum Spatial, Inc. (collectively "QSI"), a full-service geospatial solutions provider serving the North American market. QSI provides data solutions to public and private sector clients that need geospatial intelligence to mitigate risk, plan for growth, better manage resources, and advance scientific understanding. NV5 Global acquired QSI in an all-cash transaction for $318,428, which includes excess working capital of $9,034 and closing date cash of approximately $6,894. The purchase price and other related costs associated with the transaction were financed through the Company's amended and restated credit agreement (the "A&R Credit Agreement") with Bank of America, N.A. and the other lenders party thereto. Pursuant to the A&R Credit Agreement, the lenders provided term commitments of $150,000 in the aggregate in a single draw on the Closing Date and revolving commitments totaling $215,000. See Note 11, Notes Payable and Other Obligations , for further detail on the A&R Credit Agreement. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for QSI, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. On November 8, 2019, the Company acquired from GHD Services, Inc. ("GHD") its assets related to the business for forensics and insurance. The GHD forensics and insurance business provides engineering and environmental claim services for insurance companies, law firms, and litigation support. The Company acquired GHD for a cash purchase price of $8,300. In order to determine the fair values of tangible and intangible assets required and liabilities assumed for GHD, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. On July 2, 2019, the Company acquired all of the outstanding equity interests in WHPacific, Inc. (“WHPacific”), a provider of design engineering and surveying services serving Washington, Oregon, Idaho, New Mexico, Arizona and California for a cash purchase price of $9,000. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for WHPacific, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. On July 1, 2019, the Company acquired all of the outstanding equity interests in GeoDesign, Inc. ("GeoDesign"), a geotechnical, environmental, geological, mining and pavement engineering company serving Washington, Oregon, and California. The aggregate purchase price was $11,245, including $8,247 of cash, $2,000 in promissory note (bearing interest at 4.0%), payable in four equal installments of $500 due on the first, second, third, and fourth anniversaries of July 1, 2019, and $375 of the Company's common stock (4,731 shares) issued at the closing date. The purchase price also includes $425 of the Company's common stock payable on the first and second anniversaries of July 1, 2019. Further, the purchase price includes a $1,500 earn-out of cash, which was recorded at the estimated fair value of $198. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for GeoDesign, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. On June 3, 2019, the Company acquired all of the outstanding equity interests in Alta Environmental, L.P. ("Alta"), a consulting firm specializing in air quality, environmental building sciences, water resources, site assessment and remediation as well as environmental health and safety compliance services. The aggregate purchase price was $6,323, including $4,000 of cash and $2,000 in promissory note (bearing interest at 4.0%), payable in four equal installments of $500 due on the first, second, third, and fourth anniversaries of June 3, 2019. Further, the purchase price includes a $500 earn-out of cash, which was recorded at an estimated fair value of $323. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Alta, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. On June 3, 2019, the Company acquired all of the outstanding equity interests in Page One Consultants ("Page One"), a program management and construction quality assurance firm based in Orlando, Florida. The aggregate purchase price was $3,995, including $2,293 of cash, $1,000 in promissory note (bearing interest at 3.0%), payable in three equal installments of $333 due on the first, second, and third anniversaries of June 3, 2019, and $200 of the Company's common stock (2,647 shares) issued at the closing date. The purchase price also includes $200 of the Company's common stock payable on the first anniversary date of June 3, 2019. Further, the purchase price includes a $500 earn-out of cash and stock, which was recorded at an estimated fair value of $302. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Page One, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. On March 22, 2019, the Company acquired all of the outstanding equity interests in the Sextant Group, Inc. ("The Sextant Group"), a national provider of audiovisual, information and communications technology, acoustics consulting, and design services headquartered in Pittsburgh, PA. The Sextant Group provides services throughout the U.S. and is well-known for creating integrated technology solutions for a wide range of public and private sector clients. The aggregate purchase price was $10,501, including $6,501 of cash and $4,000 in promissory note (bearing interest at 4.0%), payable in four equal installments of $1,000 due on the first, second, third, and fourth anniversaries of March 22, 2019. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for The Sextant Group, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. On December 31, 2018, the Company acquired certain assets of Celtic Energy, Inc. ("Celtic"), a nationally recognized energy efficiency consulting firm that specialized in energy efficiency project management and oversight. The aggregate purchase price was $1,881, including $1,000 in cash, $300 in promissory note (bearing interest at 3.0%), payable in three equal installments of $100 on the first, second, and third anniversaries of December 31, 2018, and $200 of the Company's common stock (3,227 shares) issued at the closing date. The purchase price also includes $200 of the Company's common stock payable on the first anniversary December 31, 2018. Further, the purchase price includes a $200 earn-out of cash, which was recorded at an estimated fair value of $181. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Celtic, the Company performed a purchase price allocation. 2018 Acquisitions On November 2, 2018 the Company acquired CHI Engineering, Inc. (“CHI”), an infrastructure engineering firm based in Portsmouth, New Hampshire. CHI is a leading provider of engineering, procurement, and construction management services to the liquefied natural gas (“LNG”), petroleum gas (“LPG”) and Natural Gas industries. CHI’s client base includes the majority of LNG facility owner/operators in the U.S. The aggregate purchase price of this acquisition is up to $53,000, including $30,000 in cash, $15,000 in promissory notes (bearing interest at 3.0%), payable in four equal installments of $3,750 on the first, second, third and fourth anniversaries of November 2, 2018 and $3,000 of the Company’s common stock (36,729 shares) issued at the closing date. In July 2019, the Company received $2,360 from the sellers of CHI, as a working capital adjustment which was recorded as a reduction of the purchase price paid for the acquisition of CHI. The purchase price also includes $3,000 of the Company’s common stock payable in three installments of $1,000, due on the first, second and third anniversaries of November 2, 2018. The purchase price also includes a $2,000 earn-out of cash (at a 3.0% interest rate which begins to accrue on January 1, 2020), which was recorded at its estimated fair value of $1,547, 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 related party individuals who became employees of the Company upon the acquisition. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for CHI, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. On August 24, 2018, the Company acquired all of the outstanding equity interests in CALYX Engineers and Consultants, Inc. ("CALYX"), an infrastructure and transportation firm based in Cary, North Carolina. CALYX provides roadway and structure design, transportation planning, water resources, construction services, utility services, building structure design, land development, traffic services, cultural resources, surveying, and environmental services. CALYX serves both public and private clients, including state departments of transportation, municipalities, developers, higher education, and healthcare systems. The acquisition of CALYX will expand our infrastructure engineering service in the southeast United States. The purchase price of this acquisition is $34,000, subject to customary closing working capital adjustments, including $25,000 in cash, $4,000 in promissory notes (bearing interest at 3.75%), payable in four installments of $1,000, due on the first, second, third and fourth anniversaries of August 24, 2018, $3,000 of the Company’s common stock (36,379 shares) as of the closing date of the acquisition, and $2,000 in cash payable within 120 days of the closing date. The note is due to related party individuals who became employees of the Company. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for CALYX, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. On February 2, 2018, the Company acquired CSA (M&E) Ltd. (“CSA”), a leading provider of Mechanical, Electrical, and Plumbing (MEP) engineering and sustainability consulting services. CSA provides MEP and sustainability services for the retail, education, healthcare, industrial, corporate, hospitality and infrastructure market sectors with offices in Hong Kong, Macau and the UAE. CSA serves private and public sector clients throughout Asia and the Middle East. The purchase price of this acquisition was up to $4,200, including $2,000 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 February 2, 2018, the effective date of the acquisition; and $150 of the Company’s common stock (2,993 shares) issued as of the closing date. The purchase price also includes $250 of the Company’s common stock payable in two installments of $125, due on the first and second anniversaries of the acquisition. The purchase price also included a non-interest bearing earn-out of up to $1,200 payable in cash and stock, subject to the achievement of certain agreed upon financial metrics for fiscal year 2018. The earn-out of $1,200 is non-interest bearing and was recorded at its estimated fair value of $899, 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 who became an employee of the Company upon the acquisition. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for CSA, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. On January 12, 2018, the Company acquired all of the outstanding equity interest in Butsko Utility Design, Inc. (“Butsko”). Butsko is leading provider of utility planning and design services serving both public and private sector clients through its offices in Southern California and Washington. The purchase price of this acquisition was up to $4,250, including $1,500 in cash; $1,000 in promissory notes (bearing interest at 3.0%), payable in four installments of $250, due on the first, second, third and fourth anniversaries of January 12, 2018, the effective date of the acquisition; and $300 of the Company’s common stock (5,630 shares) issued as of the closing date. The purchase price also includes $600 of the Company’s common stock payable in two installments of $300, due on the first and second anniversaries of the acquisition. The purchase price also included a non-interest bearing earn-out of up to $850 payable in cash and stock, subject to the achievement of certain agreed upon financial metrics for fiscal year 2018. The earn-out of $850 is non-interest bearing and was recorded at its estimated fair value of $666, 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 who became an employee of the Company upon the acquisition. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Butsko, the Company engaged a third-party independent valuation specialist to assist in the determination of fair values. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition dates for acquisitions closed during fiscal years 2020 and 2019: 2020 2019 Total QSI Other Total Cash $ — $ 6,894 $ 75 $ 6,969 Billed and unbilled receivables, net 1,439 42,523 18,726 61,249 Right-of-use assets — 6,131 — 6,131 Property and equipment 28 15,718 2,163 17,881 Prepaid expenses 33 2,612 997 3,609 Other assets 28 2,075 1,048 3,123 Intangible assets: Customer relationships 237 71,314 10,541 81,855 Trade name 30 4,234 1,365 5,599 Customer backlog 56 7,646 1,409 9,055 Developed technology — 32,944 — 32,944 Other 5 — 814 814 Total Assets $ 1,856 $ 192,091 $ 37,138 $ 229,229 Liabilities (345) (23,698) (8,222) (31,920) Deferred tax liabilities — (27,221) (3,451) (30,672) Net assets acquired $ 1,511 $ 141,172 $ 25,465 $ 166,637 Consideration paid (Cash, Notes and/or stock) $ 1,694 $ 318,428 $ 50,447 $ 368,875 Contingent earn-out liability (Cash and stock) 255 — 1,004 1,004 Total Consideration $ 1,949 $ 318,428 $ 51,451 $ 369,879 Excess consideration over the amounts assigned to the net assets acquired (Goodwill) $ 438 $ 177,256 $ 25,986 $ 203,242 Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from these acquisitions. See Note 9, Goodwill and Intangible Assets , for further information on fair value adjustments to goodwill and identified intangible assets. The consolidated financial statements of the Company include the results of operations from any business acquired from their respective dates of acquisition. The following table presents the results of operations of businesses acquired from their respective dates of acquisition for fiscal years 2019 and 2018. 2019 2018 Gross revenues $ 42,127 $ 33,468 Income before income taxes $ 3,170 $ 6,677 The revenue and earnings of Mediatech have been included in the Company's results since the acquisition date and are not material to the Company's consolidated financial statements and have not been presented. General and administrative expense for fiscal years 2020, 2019 and 2018 included $856, $1,492 and $1,267, 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 fiscal years 2019 and 2018 as if the acquisitions of CHI, CALYX, The Sextant Group, Page One, Alta, WHPacific, GeoDesign, GHD, and QSI had occurred at the beginning of fiscal year 2018. The pro forma information provided below is compiled from the pre-acquisition financial statements of CHI, CALYX, The Sextant Group, Page One, Alta, WHPacific, GeoDesign, GHD, and QSI and includes pro forma adjustments for amortization expense, adjustments to certain expenses, and the income tax impact of these adjustments. These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the Company would have been if the acquisitions and related financing transactions had occurred on the date assumed, nor are they indicative of future results of operations. Fiscal Years Ended 2019 2018 Gross revenues $ 677,109 $ 689,580 Net income $ 16,728 $ 20,805 Basic earnings per share $ 1.38 $ 1.88 Diluted earnings per share $ 1.34 $ 1.80 Pro forma results for 2019 were adjusted to exclude acquisition-related costs incurred by NV5 Global and QSI. Adjustments were also made to adjust amortization of intangible assets to reflect fair value of identified assets acquired, to record the effects of extinguishing the debt of QSI and replacing it with the debt of NV5 Global, and to record the income tax effect of these adjustments. Adjustments were made to the 2018 pro forma results to adjust amortization of intangible assets to reflect fair value of identified assets acquired, to record the effect of extinguishing the debt of QSI and replacing it with the debt of NV5 Global, and to record the income tax effect of these adjustments. All other acquisitions were not material to the Company’s consolidated financial statements both individually and in the aggregate. |
Billed and Unbilled Receivables
Billed and Unbilled Receivables | 12 Months Ended |
Jan. 02, 2021 | |
Receivables [Abstract] | |
Billed and Unbilled Receivables | Billed and Unbilled Receivables Billed and Unbilled Receivables consists of the following: January 2, 2021 December 28, 2019 Billed receivables $ 149,233 $ 134,900 Less: allowance for doubtful accounts (6,528) (3,860) Billed receivables, net $ 142,705 $ 131,041 Unbilled receivables $ 76,609 $ 80,639 Less: allowance for doubtful accounts (2,151) (1,211) Unbilled receivables, net $ 74,458 $ 79,428 Activity in the allowance for doubtful accounts consisted of the following: January 2, 2021 December 28, 2019 Balance as of the beginning of the year $ 5,071 $ 4,546 Provision for doubtful accounts 4,311 1,239 Write-offs of uncollectible accounts (703) (714) Balance as of the end of the year $ 8,679 $ 5,071 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Jan. 02, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consists of the following: January 2, 2021 December 28, 2019 Office furniture and equipment $ 3,782 $ 4,198 Computer equipment 15,597 10,704 Survey and field equipment 22,866 24,165 Leasehold improvements 6,322 6,266 Total 48,567 45,333 Less: accumulated depreciation (21,556) (19,600) Property and equipment, net $ 27,011 $ 25,733 Depreciation expense for fiscal year 2020 was $10,892, of which $4,510 was included in other direct costs. Depreciation expense for fiscal years 2019 and 2018 was $5,327 and $4,331, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jan. 02, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill As discussed in Note 18, Reportable Segments, the Company's chief operating decision maker ("CODM"), re-evaluated the structure of the Company's internal organization as a result of the 2019 acquisition of QSI, which resulted in certain changes to the Company's operating and reportable segments. Effective the beginning of fiscal year 2020, the goodwill of QSI and Skyscene were reallocated from the Company's INF reportable segment to the Company's new GEO reportable segment. The changes in the carrying value by reportable segment for the fiscal years 2020 and 2019 were as follows: Fiscal Year 2020 December 28, 2019 Acquisitions Adjustments January 2, 2021 INF $ 231,255 $ — $ (143,922) $ 87,333 BTS 77,961 438 449 78,848 GEO — — 177,615 177,615 Total $ 309,216 $ 438 $ 34,142 $ 343,796 Fiscal Year 2019 December 29, 2018 Acquisitions Adjustments December 28, 2019 INF $ 69,255 $ 162,814 $ (814) $ 231,255 BTS 71,675 6,286 — 77,961 Total $ 140,930 $ 169,100 $ (814) $ 309,216 Goodwill of $9,574 from acquisitions in 2019 is expected to be deductible for income tax purposes. During 2020, the Company recorded purchase price allocation adjustments of $31,895, $1,107, $420, $266, and $30 that increased goodwill for the acquisitions of QSI, WHP, The Sextant Group, GHD, and Alta, respectively, and a working capital adjustment of $424 for QSI which was recorded as an increase to goodwill and the purchase price paid for the acquisition. The $31,895 increase to goodwill related to the QSI acquisition included a decrease to the fair value of the trade name of $54,313, which was partially offset by increases to the fair value of customer relationships, customer backlog, property and equipment, and other assets of $6,605, $811, $2,093, and $758, respectively, and a decrease to deferred tax liabilities of $12,151. During 2019, the Company received $2,360 from the sellers of CHI as a working capital adjustment which was recorded as a reduction of goodwill and the purchase price paid for the acquisition of CHI. In addition, during 2019 there were fair value adjustments that increased goodwill by $1,546. Intangible assets Intangible assets, net, at January 2, 2021 and December 28, 2019 consist of the following: January 2, 2021 December 28, 2019 Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Customer relationships (1) $ 183,048 $ (46,506) $ 136,542 $ 176,088 $ (29,198) $ 146,890 Trade name (2) 14,517 (12,099) 2,418 10,253 (8,593) 1,660 Customer backlog (3) 25,111 (19,709) 5,402 24,198 (12,435) 11,763 Non-compete (4) 9,373 (6,909) 2,464 9,369 (5,105) 4,264 Developed technology (5) 32,944 (4,839) 28,105 32,944 (106) 32,838 Total finite-lived intangible assets 264,993 (90,062) 174,931 252,851 (55,436) 197,415 Indefinite-lived intangible assets: QSI trade name — — — 58,546 — 58,546 Total indefinite-lived intangible assets — — — 58,546 — 58,546 Total intangible assets $ 264,993 $ (90,062) $ 174,931 $ 311,397 $ (55,436) $ 255,961 (1) Amortized on a straight-line basis over estimated lives (1 to 12 years) (2) Amortized on a straight-line basis over their estimated lives (1 to 3 years) (3) Amortized on a straight-line basis over their estimated lives (1 to 5 years) (4) Amortized on a straight-line basis over their contractual lives (2 to 5 years) (5) Amortized on a straight-line basis over their estimated lives (5 to 7 years) The following table summarizes the weighted average useful lives of definite-lived intangible assets acquired during 2020 and 2019: 2020 2019 Customer relationships 10.0 10.7 Trade name 1.5 2.0 Customer backlog 1.5 2.0 Developed technology — 7.0 Non-compete 2.0 3.2 During fiscal 2020, the Company finalized the QSI purchase price allocation reported at December 28, 2019 to account for updates to assumptions and estimates related to the fair value of the trade name, customer relationships, and customer backlog. As a result, the Company determined the QSI trade name is a finite-lived asset that will be amortized over a two-year period and the fair value was decreased by $54,313. Additionally, the fair value of customer relationships and customer backlog increased $6,605 and $811, respectively. These changes resulted in a corresponding adjustment to deferred tax liabilities of $12,151. Amortization expense for fiscal years 2020, 2019 and 2018 was $34,596, $20,488 and $13,052 respectively. As of January 2, 2021, the future estimated aggregate amortization related to finite-lived intangible assets for the next five fiscal years and thereafter is as follows: Amount 2021 $ 30,119 2022 23,201 2023 22,078 2024 21,784 2025 21,286 Thereafter 56,463 Total $ 174,931 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Jan. 02, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following: January 2, 2021 December 28, 2019 Current portion of lease liability $ 13,161 $ 13,108 Accrued vacation 11,998 10,048 Payroll and related taxes 10,744 12,146 Benefits 4,764 4,637 Accrued operating expenses 2,792 4,574 Professional liability reserve 949 1,083 Accrued interest expense 506 949 Other 411 887 Total $ 45,325 $ 47,432 |
Notes Payable and Other Obligat
Notes Payable and Other Obligations | 12 Months Ended |
Jan. 02, 2021 | |
Payables and Accruals [Abstract] | |
Notes Payable and Other Obligations | N otes Payable and Other Obligations Notes payable and other obligations consists of the following: January 2, 2021 December 28, 2019 Senior credit facility $ 283,832 $ 320,457 Uncollateralized promissory notes 23,175 36,217 Finance leases 2,994 2,707 Other obligations 1,151 2,884 Debt issuance costs, net of amortization (3,630) (4,078) Total Notes Payable and Other Obligations 307,522 358,187 Current portion of notes payable and other obligations (24,196) (25,332) Notes payable and other obligations, less current portion $ 283,326 $ 332,854 As of January 2, 2021 and December 28, 2019, the carrying amount of debt obligations approximates their fair values based on Level 2 inputs as the terms are comparable to terms currently offered by local lending institutions for arrangements with similar terms to industry peers with comparable credit characteristics. Senior Credit Facility On December 20, 2019 (the "Closing Date"), the Company amended and restated its Credit Agreement (the "A&R Credit Agreement"), dated December 7, 2016, as amended on December 20, 2018, with Bank of America, N.A. ("Bank of America"), as administrative agent, swingline lender and letter of credit issuer, the other lenders party thereto, and certain of the Company's subsidiaries as guarantors. Pursuant to the A&R Credit Agreement, the lenders provided term commitments of $150,000 in the aggregate in a single draw on the Closing Date to fund the acquisition of QSI and various costs and expenses relating thereto and revolving commitments totaling $215,000 in the aggregate. The revolving commitment is available through December 20, 2024 (the "Maturity Date"), at which time the term commitments and revolving commitments will be due and payable in full. An aggregate amount of $320,500 was drawn under the A&R Credit Agreement on the Closing Date to fund the QSI acquisition and repay previously existing borrowings. Borrowings under the A&R Credit Agreement are secured by a first priority lien on substantially all of the assets of the Company. The A&R Credit Agreement also includes an accordion feature permitting the Company to request an increase in either the term facility or the revolver facility under the A&R Credit Agreement by an additional amount of up to $100,000 in the aggregate. Borrowings under the term facility amortize at the rate of 5.0% per annum for the first two years of the facility and thereafter at the rate of 7.5% per annum until the Maturity Date. On May 5, 2020 (the "Amendment Closing Date"), in response to the COVID-19 pandemic, the Company entered into an amendment to the A&R Credit Agreement (the "Amended A&R Credit Agreement") to amend the financial covenants that requires NV5 Global to maintain a consolidated leverage ratio (the ratio of the Company's pro forma consolidated funded indebtedness to the Company's pro forma consolidated EBITDA for the most recently completed measurement period). The amended consolidated leverage ratio requirements are as follows: 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 These financial covenants also require the Company to maintain a consolidated fixed charge coverage ratio of no less than 1.20 to 1.00 as of the end of any measurement period. As of January 2, 2021, the Company was in compliance with the financial covenants. The Amended A&R Credit Agreement also amended pricing terms which remain variable and tied to a Eurocurrency rate equal to LIBOR plus an applicable margin or a base rate denominated in U.S. dollars. Interest rates remain subject to change based on the Company's consolidated leverage ratio. As of January 2, 2021 the Company's interest rate was 2.8%. The Amended A&R Credit Agreement contains covenants that may have the effect of limiting the Company's ability to, among other things, merge with or acquire other entities, enter into a transaction resulting in a Change in Control, create certain new liens, incur certain additional indebtedness, engage in certain transactions with affiliates, or engage in new lines of business or sell a substantial part of their assets. The Amended A&R Credit Agreement also contains customary events of default, including (but not limited to) a default in the payment of principal or, following an applicable grace period, interest, breaches of the Company's covenants or warranties under the Amended A&R Credit Agreement, payment default or acceleration of certain indebtedness, certain events of bankruptcy, insolvency or liquidation, certain judgments or uninsured losses, changes in control and certain liabilities related to ERISA based plans. The Amended A&R Credit Agreement limits the payment of cash dividends (together with certain other payments that would constitute a "Restricted Payment" within the meaning of the Amended A&R Credit Agreement and generally including dividends, stock repurchases and certain other payments in respect to warrants, options, and other rights to acquire equity securities) to no more than $10,000 in any fiscal year, so long as no default shall exist at the time of or arise as a result from such payment. Total debt issuance costs incurred and capitalized in connection with the issuance of the Amended A&R Credit Agreement were $4,123. Total amortization of debt issuance costs was $896 and $131 during 2020 and 2019, respectively. Other Obligations On July 16, 2020, the Company acquired Mediatech. The purchase price allowed for the payment of $230 in shares of the Company's stock or a combination of cash and shares of the Company's stock, at its discretion, payable in three equal annual installments. At January 2, 2021, the outstanding balance on this obligation was $230. On July 1, 2019, the Company acquired GeoDesign. The purchase price allowed for the payment of $425 in shares of the Company's stock or a combination of cash and shares of the Company's stock, at its discretion, payable on the first and second anniversary of July 1, 2019. The outstanding balance on this obligation was $44 and $382 as of January 2, 2021 and December 28, 2019, respectively. On June 3, 2019, the Company acquired Page One. The purchase price allowed for the payment of $200 in shares of the Company's stock or a combination of cash and shares of the Company's stock, at its discretion, payable on the first anniversary of June 3, 2019. There was no outstanding balance on this obligation as of January 2, 2021. At December 28, 2019, the outstanding balance of this obligation was $181. On December 31, 2018, the Company acquired certain assets of Celtic. The purchase price allowed for the payment of $200 in shares of the Company's stock or a combination of cash and shares of the Company's stock, at its discretion, payable on the first anniversary of December 31, 2018. There was no outstanding balance on this obligation as of January 2, 2021. At December 28, 2019, the outstanding balance of this obligation was $181. On November 2, 2018, the Company acquired CHI. 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 its discretion, payable in three equal annual installments. The outstanding balance on this obligation was $877 and $1,754 as of January 2, 2021 and December 28, 2019, respectively. On February 2, 2018, the Company acquired CSA. The purchase price allowed for the payment of $250 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at its discretion, payable in two equal annual installments. There was no outstanding balance on this obligation as of January 2, 2021. At December 28, 2019, the outstanding balance of this obligation was $111. On January 12, 2018, the Company acquired all of the outstanding equity interest in Butsko. The purchase price allowed for the payment of $600 in shares of the Company’s stock or a combination of cash and shares of the Company’s stock, at its discretion, payable in two equal annual installments. There was no outstanding balance on this obligation as of January 2, 2021. At December 28, 2019, the outstanding balance of this obligation was $267. Uncollateralized Promissory Notes Only July 16, 2020, the Company acquired Mediatech. The purchase price included an uncollateralized $500 promissory note ("Mediatech Note") payable in four equal annual installments. The outstanding balance of the Mediatech Note was $500 as of January 2, 2021. On July 1, 2019, the Company acquired GeoDesign. The purchase price included an uncollateralized $2,000 promissory note bearing interest at 4.0% ("GeoDesign Note") and payable in four equal annual installments. The outstanding balance of the GeoDesign Note was $1,500 and $2,000 as of January 2, 2021 and December 28, 2019, respectively. On June 3, 2019, the Company acquired Alta. The purchase price included an uncollateralized $2,000 promissory note bearing interest at 4.0% ("Alta Note") and payable in four equal annual installments. The outstanding balance of the Alta Note was $1,500 and $2,000 as of January 2, 2021 and December 28, 2019, respectively. On June 3, 2019, the Company acquired Page One. The purchase price included an uncollateralized $1,000 promissory note bearing interest at 3.0% ("Page One Note") and payable in three equal annual installments. The outstanding balance of the Page One Note was $700 and $1,000 as of January 2, 2021 and December 28, 2019, respectively. On March 22, 2019, the Company acquired The Sextant Group. The purchase price included an uncollateralized $4,000 promissory note bearing interest at 4.0% ("The Sextant Group Note") and payable in four equal annual installments. The outstanding balance of The Sextant Group Note was $3,000 and $3,140 as of January 2, 2021 and December 28, 2019, respectively. On December 31, 2018, the Company acquired certain assets of Celtic. The purchase price included an uncollateralized $300 promissory note bearing interest at 3.0% (the "Celtic Note") payable in three equal annual installments. The outstanding balance of the Celtic Note was $100 and $300 as of January 2, 2021 and December 28, 2019, respectively. On November 2, 2018, the Company acquired CHI. The purchase price included an uncollateralized $15,000 promissory note bearing interest at 3.0% (the "CHI Note") payable in four equal annual installments. The outstanding balance of the CHI Note was $7,500 and $11,250 as of January 2, 2021 and December 28, 2019, respectively. On August 24, 2018, the Company acquired CALYX. The purchase price included an uncollateralized $4,000 promissory note bearing interest at 3.75% payable in four equal annual installments of $1,000. The outstanding balance of the CALYX Note was $2,000 and $3,000 as of January 2, 2021 and December 28, 2019, respectively. On February 2, 2018, the Company acquired CSA. The purchase price included an uncollateralized $600 promissory note bearing interest at 3.0% (the "CSA Note") payable in four equal annual installments of $150. The outstanding balance of the CSA Note was $300 and $450 as of January 2, 2021 and December 28, 2019, respectively. On January 12, 2018, the Company acquired all of the outstanding equity interest in Butsko. The purchase price included an uncollateralized $1,000 promissory note bearing interest at 3.0% (the "Butsko Note") payable in four equal annual installments of $250. The outstanding balance of the Butsko Note was $500 and $750 as of January 2, 2021 and December 28, 2019, respectively. On September 6, 2017, the Company acquired all of the outstanding interests in Marron and Associates, Inc. ("Marron"). The purchase price included an uncollateralized $300 promissory note bearing interest at 3.0% (the "Marron Note") payable in three equal annual installments of $100. There was no outstanding balance on the Marron Note as of January 2, 2021. As of December 28, 2019, the outstanding balance of the Marron Note was $100. On June 6, 2017, the Company acquired all of the outstanding equity interest in Richard D. Kimball Co. ("RDK"). The purchase price included an uncollateralized $5,500 promissory note bearing interest at 3.0% (the "RDK Note") payable in four equal annual installments of $1,375. The outstanding balance of the RDK Note was $1,375 and $2,750 as of January 2, 2021 and December 28, 2019, respectively. On May 4, 2017, the Company acquired all of the outstanding equity interest in Holdrege & Kull, Consulting Engineers and Geologists ("H&K"). The purchase price included an uncollateralized $600 promissory note bearing interest at 3.0% (the "H&K Note") payable in four equal annual installments of $150. The outstanding balance of the H&K Note was $150 and $300 as of January 2, 2021 and December 28, 2019, respectively. On May 1, 2017, the Company acquired all of the outstanding equity interest in Lochrane Engineering Incorporated ("Lochrane"). The purchase price included an uncollateralized $1,650 promissory note bearing interest at 3.0% (the "Lochrane Note") payable in four equal annual installments of $413. The outstanding balance of the Lochrane Note was $413 and $825 as of January 2, 2021 and December 28, 2019, respectively. On December 6, 2016, the Company acquired all of the outstanding interests of CivilSource, Inc. ("CivilSource"). The purchase price included an uncollateralized $3,500 promissory note bearing interest at 3.0% (the "CivilSource Note") payable in four equal annual installments of $875. There was no outstanding balance on the CivilSource Note as of January 2, 2021. As of December 28, 2019, the outstanding balance of the CivilSource note was $1,502. On November 30, 2016, the Company acquired all of the outstanding interests of Hanna Engineering, Inc. ("Hanna"). The purchase price included an uncollateralized $2,700 promissory note bearing interest at 3.0% (the "Hanna Note") payable in four equal annual installments of $675. The outstanding balance of the Hanna Note was $430 and $675 as of January 2, 2021 and December 28, 2019, respectively. On October 26, 2016, the Company acquired all of the outstanding interests of J.B.A. Consulting Engineers, Inc. ("JBA"). The purchase price included an uncollateralized $7,000 promissory note bearing interest at 3.0% (the "JBA Note") payable in five equal annual installments of $1,400. The outstanding balance of the JBA Note was $3,011 and $4,163 as of January 2, 2021 and December 28, 2019, respectively. On September 12, 2016, the Company acquired certain assets of Weir Environmental, L.L.C. ("Weir"). The purchase price included an uncollateralized $500 promissory note bearing interest at 3.0% (the "Weir Note") payable in four equal annual installments of $125. There was no outstanding balance on the Weir Note as of January 2, 2021. As of December 28, 2019, the outstanding balance of the Weir Note was $125. On May 20, 2016, the Company acquired all of the outstanding equity interests of Dade Moeller & Associates, Inc. ("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 annual installments of $1,500. There was no outstanding balance on the Dade Moeller Notes as of January 2, 2021. As of December 28, 2019, the outstanding balance of the Date Moeller Notes was $1,497. Future contractual maturities of long-term debt as of January 2, 2021 are as follows: Fiscal Year Amount 2021 $ 25,012 2022 19,909 2023 13,969 2024 252,257 2025 5 Total $ 311,152 |
Contingent Consideration
Contingent Consideration | 12 Months Ended |
Jan. 02, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Consideration | Contingent Consideration The following table summarizes the changes in the carrying value of estimated contingent consideration: January 2, 2021 December 28, 2019 Contingent consideration, beginning of the year $ 4,002 $ 4,698 Additions for acquisitions 255 1,316 Reduction of liability for payments made (1,857) (1,938) Decrease of liability related to re-measurement of fair value — (74) Total contingent consideration, end of the period 2,400 4,002 Current portion of contingent consideration (1,334) (1,954) Contingent consideration, less current portion $ 1,066 $ 2,048 |
Leases
Leases | 12 Months Ended |
Jan. 02, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company primarily leases property under operating leases and has six equipment operating leases for aircrafts used by the operations of QSI. The Company's property operating leases consist of various office facilities, which it leases from unrelated parties. The Company uses a portfolio approach to account for such leases due to the similarities in characteristics and applies an incremental borrowing rate based on estimates of rates the Company would pay for senior collateralized loans over a similar term. The Company's office leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for lease components (e.g. fixed payments including rent, real estate taxes and common area maintenance costs) as a single lease component. Some of the Company's leases include one or more options to renew the lease term at its sole discretion; however, these are not included in the calculation of its lease liability or ROU lease asset because they are not reasonably certain of exercise. The Company also leases vehicles through a fleet leasing program. The payments for the vehicles are based on the terms selected. The Company has determined that it is reasonably certain that the leased vehicles will be held beyond the period in which the entire capitalized value of the vehicle has been paid to the lessor. As such, the capitalized value is the delivered price of the vehicle. The Company's vehicle leases are classified as financing leases. Supplemental balance sheet information related to the Company's operating and finance leases is as follows: Leases Classification January 2, 2021 December 28, 2019 Assets Operating lease assets Right-of-use lease asset, net (1) $ 43,607 $ 46,313 Finance lease assets Property and equipment, net (1) 2,946 2,371 Total leased assets $ 46,553 $ 48,685 Liabilities Current Operating Accrued liabilities $ (13,161) $ (13,108) Finance Current portion of notes payable and other obligations (1,321) (1,022) Noncurrent Operating Other long-term liabilities (32,290) (34,573) Finance Notes payable and other obligations, less current portion (1,673) (1,685) Total lease liabilities $ (48,445) $ (50,388) (1) As of January 2, 2021, operating right of-use lease assets and finance lease assets are recorded net of accumulated amortization of $19,096 and $2,499, respectively. As of December 28, 2019, operating right-of-use lease assets and finance lease assets are recorded net of accumulated amortization of $9,657 and $1,592, respectively. Supplemental balance sheet information related to the Company's operating and finance leases is as follows: Weighted - Average Remaining Lease Term (Years) January 2, 2021 December 28, 2019 Operating leases 4.9 5.0 Finance leases 2.1 2.8 Weighted - Average Discount Rate Operating leases 4% 4% Finance leases 7% 7% Supplemental cash flow information related to the Company's operating and finance lease liabilities is as follows: Fiscal Year Ended January 2, 2021 December 28, 2019 Operating cash flows from operating leases $ 13,854 $ 10,988 Financing cash flows from finance leases $ 267 $ 796 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 13,427 $ 20,731 The following table summarizes the components of lease cost recognized in the consolidated statements of net income and comprehensive income: Fiscal Year Ended Lease Cost Classification January 2, 2021 December 28, 2019 Operating lease cost Facilities and facilities related $ 15,071 $ 11,538 Variable operating lease cost Facilities and facilities related 2,934 — Finance lease cost Amortization of financing lease assets Depreciation and amortization 1,035 1,245 Interest on lease liabilities Interest expense 121 98 Total lease cost $ 19,161 $ 12,881 As of January 2, 2021, maturities of the Company's lease liabilities under its long-term operating leases and finance leases for the next five fiscal years and thereafter are as follows: Fiscal Year Operating Leases Finance Leases 2021 $ 14,597 $ 1,416 2022 10,975 1,115 2023 8,533 629 2024 5,936 226 2025 4,159 7 Thereafter 5,814 — Total lease payments 50,014 3,393 Less: Interest (4,563) (399) Present value of lease liabilities $ 45,451 $ 2,994 |
Leases | Leases The Company primarily leases property under operating leases and has six equipment operating leases for aircrafts used by the operations of QSI. The Company's property operating leases consist of various office facilities, which it leases from unrelated parties. The Company uses a portfolio approach to account for such leases due to the similarities in characteristics and applies an incremental borrowing rate based on estimates of rates the Company would pay for senior collateralized loans over a similar term. The Company's office leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for lease components (e.g. fixed payments including rent, real estate taxes and common area maintenance costs) as a single lease component. Some of the Company's leases include one or more options to renew the lease term at its sole discretion; however, these are not included in the calculation of its lease liability or ROU lease asset because they are not reasonably certain of exercise. The Company also leases vehicles through a fleet leasing program. The payments for the vehicles are based on the terms selected. The Company has determined that it is reasonably certain that the leased vehicles will be held beyond the period in which the entire capitalized value of the vehicle has been paid to the lessor. As such, the capitalized value is the delivered price of the vehicle. The Company's vehicle leases are classified as financing leases. Supplemental balance sheet information related to the Company's operating and finance leases is as follows: Leases Classification January 2, 2021 December 28, 2019 Assets Operating lease assets Right-of-use lease asset, net (1) $ 43,607 $ 46,313 Finance lease assets Property and equipment, net (1) 2,946 2,371 Total leased assets $ 46,553 $ 48,685 Liabilities Current Operating Accrued liabilities $ (13,161) $ (13,108) Finance Current portion of notes payable and other obligations (1,321) (1,022) Noncurrent Operating Other long-term liabilities (32,290) (34,573) Finance Notes payable and other obligations, less current portion (1,673) (1,685) Total lease liabilities $ (48,445) $ (50,388) (1) As of January 2, 2021, operating right of-use lease assets and finance lease assets are recorded net of accumulated amortization of $19,096 and $2,499, respectively. As of December 28, 2019, operating right-of-use lease assets and finance lease assets are recorded net of accumulated amortization of $9,657 and $1,592, respectively. Supplemental balance sheet information related to the Company's operating and finance leases is as follows: Weighted - Average Remaining Lease Term (Years) January 2, 2021 December 28, 2019 Operating leases 4.9 5.0 Finance leases 2.1 2.8 Weighted - Average Discount Rate Operating leases 4% 4% Finance leases 7% 7% Supplemental cash flow information related to the Company's operating and finance lease liabilities is as follows: Fiscal Year Ended January 2, 2021 December 28, 2019 Operating cash flows from operating leases $ 13,854 $ 10,988 Financing cash flows from finance leases $ 267 $ 796 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 13,427 $ 20,731 The following table summarizes the components of lease cost recognized in the consolidated statements of net income and comprehensive income: Fiscal Year Ended Lease Cost Classification January 2, 2021 December 28, 2019 Operating lease cost Facilities and facilities related $ 15,071 $ 11,538 Variable operating lease cost Facilities and facilities related 2,934 — Finance lease cost Amortization of financing lease assets Depreciation and amortization 1,035 1,245 Interest on lease liabilities Interest expense 121 98 Total lease cost $ 19,161 $ 12,881 As of January 2, 2021, maturities of the Company's lease liabilities under its long-term operating leases and finance leases for the next five fiscal years and thereafter are as follows: Fiscal Year Operating Leases Finance Leases 2021 $ 14,597 $ 1,416 2022 10,975 1,115 2023 8,533 629 2024 5,936 226 2025 4,159 7 Thereafter 5,814 — Total lease payments 50,014 3,393 Less: Interest (4,563) (399) Present value of lease liabilities $ 45,451 $ 2,994 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 02, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jan. 02, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 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 January 2, 2021, 863,340 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 The following summarizes the activity of restricted stock awards during fiscal years 2020, 2019 and 2018: Share Units Weighted Average Grant Date Fair Value Unvested shares as of December 30, 2017 583,051 $ 27.13 Granted 187,087 $ 65.15 Vested (127,870) $ 19.98 Forfeited (15,357) $ 32.14 Unvested shares as of December 29, 2018 626,911 $ 39.81 Granted 275,220 $ 70.90 Vested (207,039) $ 20.41 Forfeited (42,415) $ 53.24 Unvested shares as of December 28, 2019 652,677 $ 58.20 Granted 390,833 $ 47.00 Vested (251,178) $ 44.95 Forfeited (22,149) $ 64.00 Unvested shares as of January 2, 2021 770,183 $ 57.20 Stock-based compensation expense relating to restricted stock awards during fiscal years ended 2020, 2019 and 2018 was $14,955, $10,430 and $6,697, respectively. Approximately $23,104 of deferred compensation, which is expected to be recognized over the remaining weighted average vesting period of 1.65 years, is unrecognized as of January 2, 2021. The total fair value of restricted shares vested during fiscal years 2020, 2019 and 2018 was $12,472, $14,680 and $7,422, respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Jan. 02, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan The Company sponsors a 401(k) Profit Sharing and Savings Plan (the “401(k) Plan”) for which employees meeting certain age and length of service requirements may contribute up to the defined statutory limit. The 401(k) Plan allows for the Company to make matching and profit sharing contributions in such amounts as may be determined by the Board of Directors. The Company assesses its matching contributions on a quarterly basis based primarily on Company performance in previous periods. The Company contributed $1,673, $1,323 and $676, respectively, to the 401(k) Plan for fiscal years 2020, 2019 and 2018, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 02, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense for years 2020, 2019 and 2018 consisted of the following: Fiscal Years Ended January 2, 2021 December 28, 2019 December 29, 2018 Current: Federal $ 13,192 $ 8,059 $ 7,261 State 7,690 3,800 2,911 Foreign 137 (49) 276 Total current income tax expense 21,019 11,810 10,448 Deferred: Federal (10,708) (5,160) (2,924) State (2,317) (1,474) (661) Foreign (44) — — Total deferred income tax (benefit) (13,069) (6,634) (3,585) . Total income tax expense $ 7,950 $ 5,176 $ 6,863 Temporary differences comprising the net deferred income tax liability shown in the Company’s consolidated balance sheets were as follows: January 2, 2021 December 28, 2019 Deferred tax asset: Lease liabilities $ 11,674 $ 17,651 Tax carryforwards 6,353 7,767 Accrued compensation 7,704 6,682 Accrued payroll tax 2,853 — Allowance for doubtful accounts 2,507 1,789 Other 283 327 Total deferred tax asset $ 31,374 $ 34,216 Deferred tax liability: Acquired intangibles $ (39,148) $ (60,045) Right-of-use assets (11,092) (17,189) Depreciation and amortization (6,943) (6,289) Cash to accrual adjustment (1,260) (2,569) Other (722) (1,465) Total deferred tax liability (59,165) (87,557) Net deferred tax liability $ (27,791) $ (53,341) As of January 2, 2021 and December 28, 2019, the Company had net non-current deferred tax liabilities of $27,791 and $53,341, respectively. No valuation allowance against the Company’s deferred income tax assets is needed as of January 2, 2021 and December 28, 2019 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 2020, the Company recorded a decrease in deferred tax liability of $12,479 related to adjustments to purchase price allocations associated with 2019 acquisitions. During 2019, the Company recorded a deferred tax liability of $43,151, in conjunction with the purchase price allocation of the intangible assets associated with acquisitions. Total income tax expense was different than the amount computed by applying the Federal statutory rate as follows: Fiscal Years Ended January 2, 2021 December 28, 2019 December 29, 2018 Tax at federal statutory rate $ 6,083 $ 6,076 $ 7,081 State taxes, net of Federal benefit 2,653 1,990 1,424 Stock-based compensation (157) (2,808) (1,014) Federal and state tax credits (1,544) (1,247) (923) Changes in unrecognized tax position 179 425 111 Transition tax — — 110 Effect of change in income tax rate — — 31 Other 736 740 43 Total income tax expense $ 7,950 $ 5,176 $ 6,863 On December 22, 2017 the Tax Cuts and Jobs Act (“2017 Tax Reform”) was enacted in the United States. Among its many provisions, the 2017 Tax Reform reduced the U.S. corporate income tax rate from 35% to 21%, effective January 1, 2018. The 2017 Tax Reform required a one-time transition tax on undistributed foreign earnings and created a new provision designed to tax global intangible low-taxed income (“GILTI”). Also, the SEC issued guidance in Staff Accounting Bulletin No. 118 which provided for a measurement period of up to one year after the enactment for companies to complete their accounting for the 2017 Tax Reform. During the fiscal year ended December 29, 2018, the Company recognized a $110 adjustment to the provisional amount recorded as of December 30, 2017. The Company’s consolidated effective income tax rate was 27.4%, 17.8% and 20.4% for fiscal years 2020, 2019 and 2018, respectively. The difference between the effective income tax rate and the combined statutory federal and state income tax rate in 2019 and 2018 was primarily due to excess tax benefits from stock-based payments and federal credits, offset by other permanent items. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. 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”) challenged research and development tax credits generated for the years 2012 to 2014. During the fourth quarter of 2017, the Company settled with the CFTB and paid $839 for research and development tax credits for the years 2005 through 2011. Fiscal years 2012 through 2020 are considered open tax years in the State of California and 2017 through 2020 in the U.S. federal jurisdiction and other state and foreign jurisdictions. The Company’s 2014 U.S. federal income tax return was reviewed by the Internal Revenue Service and closed with no change during the second quarter of 2018 As of January 2, 2021 and December 29, 2018, the Company had $1,022 and $887, respectively, of gross unrecognized tax benefits, which if recognized, $903 and $769 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. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: January 2, 2021 December 28, 2019 December 29, 2018 Balance, beginning of period $ 887 $ 548 $ 437 Additions based on tax positions related to the current year 155 124 45 Additions for tax positions of prior years 30 338 66 Lapse of statute of limitations (50) (123) — Reductions for positions of prior years — — — Settlement — — — Balance, end of period $ 1,022 $ 887 $ 548 |
Reportable Segments
Reportable Segments | 12 Months Ended |
Jan. 02, 2021 | |
Segment Reporting [Abstract] | |
Reportable Segments | Reportable Segments Effective the beginning of fiscal year 2020, the Company's Chief Executive Officer, who is the CODM, re-evaluated the structure of the Company's internal organization as a result of the December 2019 acquisition of QSI. To reflect management's revised perspective, the Company is now organized into three operating and reportable segments as follows: • Infrastructure (INF), which includes the Company's engineering, civil program management, utility services, and construction quality assurance, testing and inspection practices. • Building, Technology & Sciences (BTS) , which includes the Company's environmental, buildings program management, and MEP & technology engineering practices. • Geospatial Solutions (GEO) , which includes the Company's geospatial solution practices. The GEO segment has been created in order to provide greater visibility regarding the operational and financial performance of the Geospatial business given the recent acquisition of QSI. The GEO segment structure is consistent with how the Company plans and allocates resources, manages its business, and assesses its performance. The change in segment reporting was not material to prior period segment financial results. As such, prior period segment financial results were not retrospectively revised. The assets of QSI and Skyscene were reallocated from the Company's INF reportable segment to the Company's new GEO reportable segment. 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 following tables set forth summarized financial information concerning our reportable segments: Fiscal Years Ended January 2, 2021 December 28, 2019 December 29, 2018 Gross revenues INF $ 352,965 $ 331,161 $ 254,723 BTS 157,432 177,777 163,358 GEO 148,899 — — Total gross revenues $ 659,296 $ 508,938 $ 418,081 Segment income before taxes INF $ 62,574 $ 54,583 $ 43,832 BTS 21,091 28,138 26,656 GEO 30,013 — — Total Segment income before taxes 113,678 82,721 70,488 Corporate (1) (84,710) (53,789) (36,769) Total income before taxes $ 28,968 $ 28,932 $ 33,719 (1) Includes amortization of intangibles of $34,596, $20,488 and $13,052 for the fiscal years ended 2020, 2019 and 2018, respectively. January 2, 2021 December 28, 2019 Assets INF $ 252,755 $ 303,239 BTS 166,939 131,967 GEO 342,052 365,605 Corporate (1) 119,429 92,326 Total assets $ 881,175 $ 893,137 (1) Corporate assets consist of intercompany eliminations and assets not allocated to segments including cash and cash equivalents and certain other assets. Subsequent to the issuance of the Company's 2019 financial statements, the disclosure of assets by reportable segment has been restated for the creation of the GEO reportable segment as required by ASC 280, Segment Reporting . Additionally, the previously reported disclosure of assets for the BTS and INF segments as of December 28, 2019 has been revised to reflect an increase in total assets of the BTS reportable segment of $108 million and a decrease in the INF segment of the same amount. Substantially all of the Company's assets are located in the United States. The Company disaggregates its gross revenues from contracts with customers by geographic location, customer-type and contract-type for each of its reportable segments. Disaggregated revenues include the elimination of inter-segment revenues which has been allocated to each segment. The Company believes this best depicts how the nature, amount, timing and uncertainty of its revenues and cash flows are affected by economic factors. No sales to an individual customer or country other than the United States accounted for more than 10% of gross revenue for fiscal years 2020, 2019 and 2018. Gross revenue, classified by the major geographic areas in which our customers were located, were as follows: Fiscal Year 2020 INF BTS GEO Total United States $ 352,965 $ 147,806 $ 146,511 $ 647,282 Foreign — 9,626 2,388 12,014 Total gross revenues $ 352,965 $ 157,432 $ 148,899 $ 659,296 Fiscal Year 2019 INF BTS GEO Total United States $ 331,161 $ 171,246 $ — $ 502,407 Foreign — 6,531 — 6,531 Total gross revenues $ 331,161 $ 177,777 $ — $ 508,938 Fiscal Year 2018 INF BTS GEO Total United States $ 254,723 $ 150,696 $ — $ 405,419 Foreign — 12,662 — 12,662 Total gross revenues $ 254,723 $ 163,358 $ — $ 418,081 Gross revenue by customer were as follows: Fiscal Year 2020 INF BTS GEO Total Public and quasi-public sector $ 279,965 $ 67,434 $ 101,456 $ 448,855 Private sector 73,000 89,998 47,443 210,441 Total gross revenues $ 352,965 $ 157,432 $ 148,899 $ 659,296 Fiscal Year 2019 INF BTS GEO Total Public and quasi-public sector $ 271,935 $ 66,544 $ — $ 338,479 Private sector 59,226 111,233 — 170,459 Total gross revenues $ 331,161 $ 177,777 $ — $ 508,938 Fiscal Year 2018 INF BTS GEO Total Public and quasi-public sector $ 233,395 $ 45,393 $ — $ 278,788 Private sector 21,328 117,965 — 139,293 Total gross revenues $ 254,723 $ 163,358 $ — $ 418,081 Gross revenues by contract type were as follows: Fiscal Year 2020 INF BTS GEO Total Cost-reimbursable contracts $ 337,580 $ 123,135 $ 148,631 $ 609,346 Fixed-unit price contracts 15,385 34,297 268 49,950 Total gross revenues $ 352,965 $ 157,432 $ 148,899 $ 659,296 Fiscal Year 2019 INF BTS GEO Total Cost-reimbursable contracts $ 318,112 $ 139,406 $ — $ 457,518 Fixed-unit price contracts 13,049 38,371 — 51,420 Total gross revenues $ 331,161 $ 177,777 $ — $ 508,938 Fiscal Year 2018 INF BTS GEO Total Cost-reimbursable contracts $ 254,365 $ 128,738 $ — $ 383,103 Fixed-unit price contracts 358 34,620 — 34,978 Total gross revenues $ 254,723 $ 163,358 $ — $ 418,081 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 02, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn February 9, 2021 ("IDA Closing Date"), the Company acquired all of the outstanding equity interests in Industrial Design Associates International, IDA Engineering Private Limited, and Industrial Design Associates International PTE. LTD. (collectively "IDA"), an international engineering services consulting company that provides building commissioning and MEP design services to clients throughout Asia and Europe. The aggregate purchase price is up to $2,975, including $1,975 of cash and a $1,000 promissory note, payable in two equal installments of $500 due on each of the sixth month and twelve month anniversaries of the IDA Closing Date.On February 22, 2021 ("TerraTech Closing Date"), the Company acquired all of the outstanding equity interests in TerraTech Engineers, Inc. ("TerraTech"), a geotechnical engineering, environmental consulting, and materials testing company headquartered in North Carolina. The aggregate purchase price is up to $7,700, including $3,000 of cash, a $3,200 promissory note, payable in five equal installments of $640 due on the first, second, third, fourth and fifth anniversaries of the TerraTech Closing Date, and $1,500 of the Company's common stock payable in three equal installments of $500 due at closing and on the first and second anniversaries of the TerraTech Closing Date. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 02, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of ConsolidationThe consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
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. Beginning 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 |
Use of Estimates | 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 include the following: • 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 our reporting units for goodwill impairment assessment • Revenue recognition over time • Allowances for uncollectible accounts |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on deposit with financial institutions and investments in high quality overnight money market funds, all of which have maturities of three months or less when purchased. The Company from time to time may be exposed to credit risk with its bank deposits in excess of the Federal Deposit Insurance Corporation insurance limits and with uninsured money market investments. Management believes cash and cash equivalent balances are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. |
Concentration of Credit Risk | 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, 28%, 27% and 30% of the Company’s gross revenues for fiscal years 2020, 2019, and 2018, respectively, are from California-based projects. The Company did not have any clients representing more than 10% of our gross revenues during 2020, 2019 or 2018. During fiscal years 2020, 2019, and 2018 approximately 68%, 68% and 67%, respectively, of our gross revenues was attributable to the public and quasi-public sector. Management continually evaluates the creditworthiness of these and future clients and provides for bad debt reserves as necessary. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. 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 January 2, 2021 and December 28, 2019, 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 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. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost. Property and equipment acquired in a business combination is stated at fair value at the acquisition date. The Company capitalizes the cost of improvements to property and equipment that increase the value or extend the useful lives of the assets. Normal repair and maintenance costs are expensed as incurred. Depreciation and amortization is computed on a straight-line basis over the following estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the lesser of their estimated useful lives or the remaining terms of the related lease agreement. Asset Depreciation Period (in years) Office furniture and equipment 4 Computer equipment 3 Survey and field equipment 5 Leasehold improvements Lesser of the estimated useful lives or remaining term of the lease Property and equipment balances are periodically reviewed by management for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. 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 is measured as the difference between fair value and carrying value, with fair value typically based on a discounted cash flow model. During fiscal years 2020, 2019 and 2018, no impairment charge relating to property and equipment was recognized. |
Goodwill and Intangible Assets | 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. The Company evaluates goodwill annually for impairment on August 1 or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include: macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity determines that this threshold is met, then the Company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value through multiple valuation techniques, and weights the results accordingly. 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. The Company 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, non-compete agreements, and developed technology. 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. During fiscal years 2020, 2019 and 2018, no impairment charge relating to goodwill and intangible assets was recognized. See Note 9, Goodwill and Intangible Assets , for further information on goodwill and identified intangibles. |
Revenue Recognition | Revenue Recognition On the first day of fiscal year 2018, we adopted ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”), using the modified retrospective approach to all contracts that were not completed as of the beginning of fiscal year 2018. We utilize the contract method, which allows companies to account for contracts on a contract by contract basis. For our time and materials contracts, we apply the as-invoiced practical expedient, which permits us to recognize revenue as the right to invoice for services performed. The new standard did not materially affect our consolidated net income, financial position, or cash flows. To determine the proper revenue recognition method, the Company evaluates whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. The majority of the Company's contracts have a single performance obligation as the promise to transfer the individual goods or services that is not separately identifiable from other promises in the contracts and, therefore, is not distinct. The Company’s performance obligations are satisfied as work progresses or at a point in time. Revenue on the Company's cost-reimbursable contracts is recognized over time using direct costs incurred or direct costs incurred to date as compared to the estimated total direct costs for performance obligations because it depicts the transfer of control to the customer. Contract costs include labor, sub-consultant services, and other direct costs. Gross revenues from services transferred to customers over time accounted for 92%, 90%, and 92% of the Company’s revenues during fiscal years 2020, 2019 and 2018, respectively. Gross revenue from services transferred to customers at a point in time is recognized when the customer obtains control of the asset, which is generally upon delivery and acceptance by the customer of the reports and/or analysis performed. Gross revenue from services transferred to customers at a point in time accounted for 8%, 10%, and 8% of the Company’s revenues during fiscal years 2020, 2019 and 2018, respectively. As of January 2, 2021, the Company had $575,052 of remaining performance obligations, of which $489,009 is expected to be recognized over the next 12 months and the majority of the balance over the next 24 months. Contracts for which work authorizations have been received are included in performance obligations. Most of the Company's contracts are multi-year contracts for which funding is appropriated on an annual basis, therefore performance obligations include only those amounts that have been funded and authorized and does not reflect the full amounts the Company may receive over the term of such contracts. In the case of non-government contracts and project awards, performance obligations include future revenue at contract or customary rates, excluding contract renewals or extensions that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, the Company includes revenue from such contracts in performance obligations to the extent of the remaining estimated amount. Contract modifications are common in the performance of our contracts. Contracts modified typically result from changes in scope, specifications, design, performance, sites, or period of completion. In most cases, contract modifications are for services that are not distinct, and, therefore, are accounted for as part of the existing contract. Contract estimates are based on various assumptions to project the outcome of future events. These assumptions are dependent upon the accuracy of a variety of estimates, including engineering progress, achievement of milestones, labor productivity and cost estimates. Due to uncertainties inherent in the estimation process, it is possible that actual completion costs may vary from estimates. If estimated total costs on contracts indicate a loss or reduction to the percentage of total contract revenues recognized to date, these losses or reductions are recognized in the period in which the revisions are known. The effect of revisions to revenues, estimated costs to complete contracts, including penalties, incentive awards, change orders, claims, anticipated losses and others are recorded on the cumulative catch-up basis in the period in which the revisions are identified and the loss can be reasonably estimated. Such revisions could occur in any reporting period and the effects on the results of operations for that reporting period may be material depending on the size of the project or the adjustment. During fiscal years 2020, 2019, and 2018 the cumulative catch-up adjustment for contract modifications was not material. A significant amount of the Company’s revenues are derived under multi-year contracts. The Company enters into contracts with its clients that contain two principal types of pricing provisions: cost-reimbursable and fixed-unit price. The majority of the Company’s contracts are cost-reimbursable contracts that fall under the low-risk subcategory of time and materials contracts. Cost-reimbursable contracts consist of the following: • Time and materials contracts, which are common for smaller scale professional and technical consulting and certification services projects. Under these types of contracts, there is no predetermined fee. Instead, the Company negotiates hourly billing rates and charges the 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 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. Under these types of contracts, the Company charges clients for its costs, including both direct and indirect costs, plus a negotiated fee. The total estimated cost plus the negotiated fee represents the total contract value. • 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 the Company’s lump-sum contracts are negotiated and arise in the design of projects with a specified scope and project deliverables. In most cases, we can bill additional fees if the construction schedule is modified and lengthened. Fixed-unit price 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. Federal Acquisition Regulations (“FAR”), which are applicable to the Company’s federal government contracts and may be incorporated in local and state agency contracts, limit the recovery of certain specified indirect costs on contracts. Cost-plus contracts covered by FAR or certain state and local agencies also may require an audit of actual costs and provide for upward or downward adjustments if actual recoverable costs differ from billed recoverable costs. Contract Balances The timing of revenue recognition, billings and cash collections results in billed receivables, unbilled receivables (contract assets), and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) on the Consolidated Balance Sheet. Billed receivables, net represents amounts billed to clients that remain uncollected as of the balance sheet date. The amounts are stated at their estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is estimated based on management’s evaluation of the contracts involved and the financial condition of clients. Factors the Company considers include, but are not limited to: • Client type (governmental or commercial client) • Historical performance • Historical collection trends • General economic conditions Billed receivables are generally collected within less than 12 months. The allowance is increased by the Company’s provision for doubtful accounts which is charged against income. All recoveries on receivables previously charged off are included in income, while direct charge-offs of receivables are deducted from the allowance. Unbilled receivables, net 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. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. Unbilled receivables (contract assets) are generally classified as current. In certain circumstances, the contract may allow for billing terms that result in the cumulative amounts billed in excess of revenues recognized. The liability “Billings in excess of costs and estimated earnings on uncompleted contracts” represents billings in excess of revenues recognized on these contracts as of the reporting date. This liability is generally classified as current. During fiscal 2020, the Company performed services and recognized $3,235 of revenue related to its contract liabilities that existed as of December 28, 2019. |
Advertising | Advertising Advertising costs are charged to expense in the period incurred and amounted to $940, $939 and $1,019 during fiscal years 2020, 2019 and 2018, respectively, which are included in General and Administrative Expenses on the accompanying Consolidated Statements of Net Income and Comprehensive Income. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic No. 740 “ Income Taxes ” (“Topic No. 740”). Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. A valuation allowance against the Company’s deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for a valuation allowance, management is required to make assumptions and to apply judgment, including forecasting future earnings, taxable income, and the mix of earnings in the jurisdictions in which the Company operates. Management periodically assesses the need for a valuation allowance based on the Company’s current and anticipated results of operations. The need for and the amount of a valuation allowance can change in the near term if operating results and projections change significantly. The Company recognizes the consolidated financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applies the uncertain tax position guidance to all tax positions for which the statute of limitations remains open. The Company’s policy is to classify interest and penalties as income tax expense. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Accounting Policies [Abstract] | |
Schedule of property plant and equipment, estimated useful life | Asset Depreciation Period (in years) Office furniture and equipment 4 Computer equipment 3 Survey and field equipment 5 Leasehold improvements Lesser of the estimated useful lives or remaining term of the lease |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of reconciliation of the net income and weighted average shares outstanding for the calculation of basic and diluted earnings per share | 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 during fiscal years 2020, 2019 and 2018: Fiscal Years Ended January 2, 2021 December 28, 2019 December 29, 2018 Numerator: Net income – basic and diluted $ 21,018 $ 23,756 $ 26,856 Denominator: Basic weighted average shares outstanding 12,362,786 12,116,185 10,991,124 Effect of dilutive non-vested restricted shares and units 303,622 319,674 401,726 Effect of issuable shares related to acquisitions 46,667 77,175 87,713 Effect of warrants — — 25,903 Diluted weighted average shares outstanding 12,713,075 12,513,034 11,506,466 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Business Combinations [Abstract] | |
Summary of the fair values of the assets acquires and liabilities assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition dates for acquisitions closed during fiscal years 2020 and 2019: 2020 2019 Total QSI Other Total Cash $ — $ 6,894 $ 75 $ 6,969 Billed and unbilled receivables, net 1,439 42,523 18,726 61,249 Right-of-use assets — 6,131 — 6,131 Property and equipment 28 15,718 2,163 17,881 Prepaid expenses 33 2,612 997 3,609 Other assets 28 2,075 1,048 3,123 Intangible assets: Customer relationships 237 71,314 10,541 81,855 Trade name 30 4,234 1,365 5,599 Customer backlog 56 7,646 1,409 9,055 Developed technology — 32,944 — 32,944 Other 5 — 814 814 Total Assets $ 1,856 $ 192,091 $ 37,138 $ 229,229 Liabilities (345) (23,698) (8,222) (31,920) Deferred tax liabilities — (27,221) (3,451) (30,672) Net assets acquired $ 1,511 $ 141,172 $ 25,465 $ 166,637 Consideration paid (Cash, Notes and/or stock) $ 1,694 $ 318,428 $ 50,447 $ 368,875 Contingent earn-out liability (Cash and stock) 255 — 1,004 1,004 Total Consideration $ 1,949 $ 318,428 $ 51,451 $ 369,879 Excess consideration over the amounts assigned to the net assets acquired (Goodwill) $ 438 $ 177,256 $ 25,986 $ 203,242 |
Results of operations from any business acquired | The following table presents the results of operations of businesses acquired from their respective dates of acquisition for fiscal years 2019 and 2018. 2019 2018 Gross revenues $ 42,127 $ 33,468 Income before income taxes $ 3,170 $ 6,677 |
Pro forma consolidated results of operations | Fiscal Years Ended 2019 2018 Gross revenues $ 677,109 $ 689,580 Net income $ 16,728 $ 20,805 Basic earnings per share $ 1.38 $ 1.88 Diluted earnings per share $ 1.34 $ 1.80 |
Billed and Unbilled Receivabl_2
Billed and Unbilled Receivables (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Receivables [Abstract] | |
Schedule of accounts, notes, loans and financing receivable | Billed and Unbilled Receivables consists of the following: January 2, 2021 December 28, 2019 Billed receivables $ 149,233 $ 134,900 Less: allowance for doubtful accounts (6,528) (3,860) Billed receivables, net $ 142,705 $ 131,041 Unbilled receivables $ 76,609 $ 80,639 Less: allowance for doubtful accounts (2,151) (1,211) Unbilled receivables, net $ 74,458 $ 79,428 |
Allowance for credit losses on financing receivables | Activity in the allowance for doubtful accounts consisted of the following: January 2, 2021 December 28, 2019 Balance as of the beginning of the year $ 5,071 $ 4,546 Provision for doubtful accounts 4,311 1,239 Write-offs of uncollectible accounts (703) (714) Balance as of the end of the year $ 8,679 $ 5,071 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net consists of the following: January 2, 2021 December 28, 2019 Office furniture and equipment $ 3,782 $ 4,198 Computer equipment 15,597 10,704 Survey and field equipment 22,866 24,165 Leasehold improvements 6,322 6,266 Total 48,567 45,333 Less: accumulated depreciation (21,556) (19,600) Property and equipment, net $ 27,011 $ 25,733 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The changes in the carrying value by reportable segment for the fiscal years 2020 and 2019 were as follows: Fiscal Year 2020 December 28, 2019 Acquisitions Adjustments January 2, 2021 INF $ 231,255 $ — $ (143,922) $ 87,333 BTS 77,961 438 449 78,848 GEO — — 177,615 177,615 Total $ 309,216 $ 438 $ 34,142 $ 343,796 Fiscal Year 2019 December 29, 2018 Acquisitions Adjustments December 28, 2019 INF $ 69,255 $ 162,814 $ (814) $ 231,255 BTS 71,675 6,286 — 77,961 Total $ 140,930 $ 169,100 $ (814) $ 309,216 |
Schedule of finite-lived intangible assets | Intangible assets, net, at January 2, 2021 and December 28, 2019 consist of the following: January 2, 2021 December 28, 2019 Gross Accumulated Net Gross Accumulated Net Finite-lived intangible assets: Customer relationships (1) $ 183,048 $ (46,506) $ 136,542 $ 176,088 $ (29,198) $ 146,890 Trade name (2) 14,517 (12,099) 2,418 10,253 (8,593) 1,660 Customer backlog (3) 25,111 (19,709) 5,402 24,198 (12,435) 11,763 Non-compete (4) 9,373 (6,909) 2,464 9,369 (5,105) 4,264 Developed technology (5) 32,944 (4,839) 28,105 32,944 (106) 32,838 Total finite-lived intangible assets 264,993 (90,062) 174,931 252,851 (55,436) 197,415 Indefinite-lived intangible assets: QSI trade name — — — 58,546 — 58,546 Total indefinite-lived intangible assets — — — 58,546 — 58,546 Total intangible assets $ 264,993 $ (90,062) $ 174,931 $ 311,397 $ (55,436) $ 255,961 (1) Amortized on a straight-line basis over estimated lives (1 to 12 years) (2) Amortized on a straight-line basis over their estimated lives (1 to 3 years) (3) Amortized on a straight-line basis over their estimated lives (1 to 5 years) (4) Amortized on a straight-line basis over their contractual lives (2 to 5 years) (5) Amortized on a straight-line basis over their estimated lives (5 to 7 years) |
Schedule of acquired finite-lived intangible assets by major class | The following table summarizes the weighted average useful lives of definite-lived intangible assets acquired during 2020 and 2019: 2020 2019 Customer relationships 10.0 10.7 Trade name 1.5 2.0 Customer backlog 1.5 2.0 Developed technology — 7.0 Non-compete 2.0 3.2 |
Schedule of finite-fived intangible assets, future amortization expense | As of January 2, 2021, the future estimated aggregate amortization related to finite-lived intangible assets for the next five fiscal years and thereafter is as follows: Amount 2021 $ 30,119 2022 23,201 2023 22,078 2024 21,784 2025 21,286 Thereafter 56,463 Total $ 174,931 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities consist of the following: January 2, 2021 December 28, 2019 Current portion of lease liability $ 13,161 $ 13,108 Accrued vacation 11,998 10,048 Payroll and related taxes 10,744 12,146 Benefits 4,764 4,637 Accrued operating expenses 2,792 4,574 Professional liability reserve 949 1,083 Accrued interest expense 506 949 Other 411 887 Total $ 45,325 $ 47,432 |
Notes Payable and Other Oblig_2
Notes Payable and Other Obligations (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of notes payable and other obligations | Notes payable and other obligations consists of the following: January 2, 2021 December 28, 2019 Senior credit facility $ 283,832 $ 320,457 Uncollateralized promissory notes 23,175 36,217 Finance leases 2,994 2,707 Other obligations 1,151 2,884 Debt issuance costs, net of amortization (3,630) (4,078) Total Notes Payable and Other Obligations 307,522 358,187 Current portion of notes payable and other obligations (24,196) (25,332) Notes payable and other obligations, less current portion $ 283,326 $ 332,854 |
Schedule of amended consolidated leverage ratio | The amended consolidated leverage ratio requirements are as follows: 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 |
Schedule of maturities of long-term debt | Future contractual maturities of long-term debt as of January 2, 2021 are as follows: Fiscal Year Amount 2021 $ 25,012 2022 19,909 2023 13,969 2024 252,257 2025 5 Total $ 311,152 |
Contingent Consideration (Table
Contingent Consideration (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of changes carrying value of estimated contingent consideration | The following table summarizes the changes in the carrying value of estimated contingent consideration: January 2, 2021 December 28, 2019 Contingent consideration, beginning of the year $ 4,002 $ 4,698 Additions for acquisitions 255 1,316 Reduction of liability for payments made (1,857) (1,938) Decrease of liability related to re-measurement of fair value — (74) Total contingent consideration, end of the period 2,400 4,002 Current portion of contingent consideration (1,334) (1,954) Contingent consideration, less current portion $ 1,066 $ 2,048 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Leases [Abstract] | |
Schedule of supplemental balance sheet information | Supplemental balance sheet information related to the Company's operating and finance leases is as follows: Leases Classification January 2, 2021 December 28, 2019 Assets Operating lease assets Right-of-use lease asset, net (1) $ 43,607 $ 46,313 Finance lease assets Property and equipment, net (1) 2,946 2,371 Total leased assets $ 46,553 $ 48,685 Liabilities Current Operating Accrued liabilities $ (13,161) $ (13,108) Finance Current portion of notes payable and other obligations (1,321) (1,022) Noncurrent Operating Other long-term liabilities (32,290) (34,573) Finance Notes payable and other obligations, less current portion (1,673) (1,685) Total lease liabilities $ (48,445) $ (50,388) |
Schedule of lease term and discount rate | Supplemental balance sheet information related to the Company's operating and finance leases is as follows: Weighted - Average Remaining Lease Term (Years) January 2, 2021 December 28, 2019 Operating leases 4.9 5.0 Finance leases 2.1 2.8 Weighted - Average Discount Rate Operating leases 4% 4% Finance leases 7% 7% |
Schedule of supplemental cash flow information | Supplemental cash flow information related to the Company's operating and finance lease liabilities is as follows: Fiscal Year Ended January 2, 2021 December 28, 2019 Operating cash flows from operating leases $ 13,854 $ 10,988 Financing cash flows from finance leases $ 267 $ 796 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 13,427 $ 20,731 |
Schedule of lease cost | The following table summarizes the components of lease cost recognized in the consolidated statements of net income and comprehensive income: Fiscal Year Ended Lease Cost Classification January 2, 2021 December 28, 2019 Operating lease cost Facilities and facilities related $ 15,071 $ 11,538 Variable operating lease cost Facilities and facilities related 2,934 — Finance lease cost Amortization of financing lease assets Depreciation and amortization 1,035 1,245 Interest on lease liabilities Interest expense 121 98 Total lease cost $ 19,161 $ 12,881 |
Schedule of maturities of lease liabilities | As of January 2, 2021, maturities of the Company's lease liabilities under its long-term operating leases and finance leases for the next five fiscal years and thereafter are as follows: Fiscal Year Operating Leases Finance Leases 2021 $ 14,597 $ 1,416 2022 10,975 1,115 2023 8,533 629 2024 5,936 226 2025 4,159 7 Thereafter 5,814 — Total lease payments 50,014 3,393 Less: Interest (4,563) (399) Present value of lease liabilities $ 45,451 $ 2,994 |
Schedule of maturities of lease liabilities | As of January 2, 2021, maturities of the Company's lease liabilities under its long-term operating leases and finance leases for the next five fiscal years and thereafter are as follows: Fiscal Year Operating Leases Finance Leases 2021 $ 14,597 $ 1,416 2022 10,975 1,115 2023 8,533 629 2024 5,936 226 2025 4,159 7 Thereafter 5,814 — Total lease payments 50,014 3,393 Less: Interest (4,563) (399) Present value of lease liabilities $ 45,451 $ 2,994 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based payment arrangement, restricted stock unit, activity | The following summarizes the activity of restricted stock awards during fiscal years 2020, 2019 and 2018: Share Units Weighted Average Grant Date Fair Value Unvested shares as of December 30, 2017 583,051 $ 27.13 Granted 187,087 $ 65.15 Vested (127,870) $ 19.98 Forfeited (15,357) $ 32.14 Unvested shares as of December 29, 2018 626,911 $ 39.81 Granted 275,220 $ 70.90 Vested (207,039) $ 20.41 Forfeited (42,415) $ 53.24 Unvested shares as of December 28, 2019 652,677 $ 58.20 Granted 390,833 $ 47.00 Vested (251,178) $ 44.95 Forfeited (22,149) $ 64.00 Unvested shares as of January 2, 2021 770,183 $ 57.20 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (benefit) | Income tax expense for years 2020, 2019 and 2018 consisted of the following: Fiscal Years Ended January 2, 2021 December 28, 2019 December 29, 2018 Current: Federal $ 13,192 $ 8,059 $ 7,261 State 7,690 3,800 2,911 Foreign 137 (49) 276 Total current income tax expense 21,019 11,810 10,448 Deferred: Federal (10,708) (5,160) (2,924) State (2,317) (1,474) (661) Foreign (44) — — Total deferred income tax (benefit) (13,069) (6,634) (3,585) . Total income tax expense $ 7,950 $ 5,176 $ 6,863 |
Schedule of deferred tax assets and liabilities | Temporary differences comprising the net deferred income tax liability shown in the Company’s consolidated balance sheets were as follows: January 2, 2021 December 28, 2019 Deferred tax asset: Lease liabilities $ 11,674 $ 17,651 Tax carryforwards 6,353 7,767 Accrued compensation 7,704 6,682 Accrued payroll tax 2,853 — Allowance for doubtful accounts 2,507 1,789 Other 283 327 Total deferred tax asset $ 31,374 $ 34,216 Deferred tax liability: Acquired intangibles $ (39,148) $ (60,045) Right-of-use assets (11,092) (17,189) Depreciation and amortization (6,943) (6,289) Cash to accrual adjustment (1,260) (2,569) Other (722) (1,465) Total deferred tax liability (59,165) (87,557) Net deferred tax liability $ (27,791) $ (53,341) |
Schedule of effective income tax rate reconciliation | Total income tax expense was different than the amount computed by applying the Federal statutory rate as follows: Fiscal Years Ended January 2, 2021 December 28, 2019 December 29, 2018 Tax at federal statutory rate $ 6,083 $ 6,076 $ 7,081 State taxes, net of Federal benefit 2,653 1,990 1,424 Stock-based compensation (157) (2,808) (1,014) Federal and state tax credits (1,544) (1,247) (923) Changes in unrecognized tax position 179 425 111 Transition tax — — 110 Effect of change in income tax rate — — 31 Other 736 740 43 Total income tax expense $ 7,950 $ 5,176 $ 6,863 |
Schedule of unrecognized tax benefits roll forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: January 2, 2021 December 28, 2019 December 29, 2018 Balance, beginning of period $ 887 $ 548 $ 437 Additions based on tax positions related to the current year 155 124 45 Additions for tax positions of prior years 30 338 66 Lapse of statute of limitations (50) (123) — Reductions for positions of prior years — — — Settlement — — — Balance, end of period $ 1,022 $ 887 $ 548 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 12 Months Ended |
Jan. 02, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment | The following tables set forth summarized financial information concerning our reportable segments: Fiscal Years Ended January 2, 2021 December 28, 2019 December 29, 2018 Gross revenues INF $ 352,965 $ 331,161 $ 254,723 BTS 157,432 177,777 163,358 GEO 148,899 — — Total gross revenues $ 659,296 $ 508,938 $ 418,081 Segment income before taxes INF $ 62,574 $ 54,583 $ 43,832 BTS 21,091 28,138 26,656 GEO 30,013 — — Total Segment income before taxes 113,678 82,721 70,488 Corporate (1) (84,710) (53,789) (36,769) Total income before taxes $ 28,968 $ 28,932 $ 33,719 (1) Includes amortization of intangibles of $34,596, $20,488 and $13,052 for the fiscal years ended 2020, 2019 and 2018, respectively. January 2, 2021 December 28, 2019 Assets INF $ 252,755 $ 303,239 BTS 166,939 131,967 GEO 342,052 365,605 Corporate (1) 119,429 92,326 Total assets $ 881,175 $ 893,137 (1) Corporate assets consist of intercompany eliminations and assets not allocated to segments including cash and cash equivalents and certain other assets. |
Schedule of revenue from external customers by geographic areas | Gross revenue, classified by the major geographic areas in which our customers were located, were as follows: Fiscal Year 2020 INF BTS GEO Total United States $ 352,965 $ 147,806 $ 146,511 $ 647,282 Foreign — 9,626 2,388 12,014 Total gross revenues $ 352,965 $ 157,432 $ 148,899 $ 659,296 Fiscal Year 2019 INF BTS GEO Total United States $ 331,161 $ 171,246 $ — $ 502,407 Foreign — 6,531 — 6,531 Total gross revenues $ 331,161 $ 177,777 $ — $ 508,938 Fiscal Year 2018 INF BTS GEO Total United States $ 254,723 $ 150,696 $ — $ 405,419 Foreign — 12,662 — 12,662 Total gross revenues $ 254,723 $ 163,358 $ — $ 418,081 |
Schedule of revenue by major customers by reporting segments | Gross revenue by customer were as follows: Fiscal Year 2020 INF BTS GEO Total Public and quasi-public sector $ 279,965 $ 67,434 $ 101,456 $ 448,855 Private sector 73,000 89,998 47,443 210,441 Total gross revenues $ 352,965 $ 157,432 $ 148,899 $ 659,296 Fiscal Year 2019 INF BTS GEO Total Public and quasi-public sector $ 271,935 $ 66,544 $ — $ 338,479 Private sector 59,226 111,233 — 170,459 Total gross revenues $ 331,161 $ 177,777 $ — $ 508,938 Fiscal Year 2018 INF BTS GEO Total Public and quasi-public sector $ 233,395 $ 45,393 $ — $ 278,788 Private sector 21,328 117,965 — 139,293 Total gross revenues $ 254,723 $ 163,358 $ — $ 418,081 |
Schedule of revenue from external customers by products and services | Gross revenues by contract type were as follows: Fiscal Year 2020 INF BTS GEO Total Cost-reimbursable contracts $ 337,580 $ 123,135 $ 148,631 $ 609,346 Fixed-unit price contracts 15,385 34,297 268 49,950 Total gross revenues $ 352,965 $ 157,432 $ 148,899 $ 659,296 Fiscal Year 2019 INF BTS GEO Total Cost-reimbursable contracts $ 318,112 $ 139,406 $ — $ 457,518 Fixed-unit price contracts 13,049 38,371 — 51,420 Total gross revenues $ 331,161 $ 177,777 $ — $ 508,938 Fiscal Year 2018 INF BTS GEO Total Cost-reimbursable contracts $ 254,365 $ 128,738 $ — $ 383,103 Fixed-unit price contracts 358 34,620 — 34,978 Total gross revenues $ 254,723 $ 163,358 $ — $ 418,081 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Product Information [Line Items] | |||
Contract with customer liability | $ 3,235 | ||
Advertising expense | $ 940 | $ 939 | $ 1,019 |
Revenue benchmark | Geographic concentration risk | CALIFORNIA | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 28.00% | 27.00% | 30.00% |
Revenue benchmark | Government contracts concentration risk | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 68.00% | 68.00% | 67.00% |
Transferred over time | |||
Product Information [Line Items] | |||
Concentration risk, percentage | 92.00% | 90.00% | 92.00% |
Transferred at point in time | |||
Product Information [Line Items] | |||
Revenue from contract with customer, percent of gross revenues | 8.00% | 10.00% | 8.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Jan. 02, 2021 | |
Office furniture and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 4 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Survey and field equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | Lesser of the estimated useful lives or remaining term of the lease |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revenue Recognition (Details) $ in Thousands | Jan. 02, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation amount | $ 575,052 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-03 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue remaining performance obligation amount | $ 489,009 |
Revenue performance obligation expected timing of satisfaction period | 12 months |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements - Narrative (Details) - USD ($) $ in Thousands | Jan. 02, 2021 | Dec. 28, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use lease assets, net | $ 43,607 | $ 46,313 | |
Present value of lease liabilities | $ 45,451 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right-of-use lease assets, net | $ 34,186 | ||
Present value of lease liabilities | $ 34,965 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 12,588 | 0 | 0 |
Restricted stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 763,183 | 642,677 | 614,911 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Numerator: | |||
Net income – basic and diluted | $ 21,018 | $ 23,756 | $ 26,856 |
Denominator: | |||
Basic weighted average shares outstanding (in shares) | 12,362,786 | 12,116,185 | 10,991,124 |
Effect of dilutive non-vested restricted shares and units (in shares) | 303,622 | 319,674 | 401,726 |
Effect of issuable shares related to acquisitions (in shares) | 46,667 | 77,175 | 87,713 |
Effect of warrants (in shares) | 0 | 0 | 25,903 |
Diluted weighted average shares outstanding (in shares) | 12,713,075 | 12,513,034 | 11,506,466 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 13, 2018 | Aug. 09, 2018 | Mar. 21, 2018 | Mar. 19, 2018 | Mar. 23, 2016 | Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | Mar. 26, 2013 |
Class of Stock [Line Items] | |||||||||
Warrant units (in shares) | 1 | ||||||||
Proceeds from exercise of warrant | $ 0 | $ 0 | $ 1,093 | ||||||
Number of shares of common stock by each warrant or right (in shares) | 1 | ||||||||
Exercise price per warrant unit (in usd per share) | $ 7.80 | ||||||||
Proceeds from common stock offering | $ 0 | $ 0 | $ 100,330 | ||||||
Follow-on offering | |||||||||
Class of Stock [Line Items] | |||||||||
Award vesting period | 30 days | ||||||||
Follow-on offering | Firm shares | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from secondary offering, net of costs (in shares) | 1,270,000 | ||||||||
Shares issued, price per share | $ 79 | ||||||||
Underwriter | Follow-on offering | Firm shares | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from common stock offering | $ 93,469 | ||||||||
Underwriter | Follow-on offering | Share-based payment arrangement, option | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from secondary offering, net of costs (in shares) | 190,500 | ||||||||
Underwriter | Unit warrant | |||||||||
Class of Stock [Line Items] | |||||||||
Warrant units (in shares) | 140,000 | ||||||||
Proceeds from exercise of warrant | $ 1,093 | $ 1,008 | |||||||
Proceeds from exercise of warrants, net of costs (in shares) | 140,000 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) $ in Thousands | Jul. 16, 2020USD ($)annual_installment | Dec. 20, 2019USD ($) | Nov. 08, 2019USD ($) | Jul. 02, 2019USD ($) | Jul. 01, 2019USD ($)annual_installmentshares | Jun. 03, 2019USD ($)annual_installmentshares | Mar. 22, 2019USD ($)annual_installment | Dec. 31, 2018USD ($)annual_installmentshares | Nov. 02, 2018USD ($)annual_installmentshares | Aug. 24, 2018USD ($)annual_installmentshares | Feb. 02, 2018USD ($)annual_installmentshares | Jan. 12, 2018USD ($)annual_installmentshares | Jul. 31, 2019USD ($) | Jan. 02, 2021USD ($) | Dec. 28, 2019USD ($) | Dec. 29, 2018USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Total consideration | $ 1,949 | $ 369,879 | ||||||||||||||
Earn-out of cash fair value | 2,400 | 4,002 | $ 4,698 | |||||||||||||
Excess working capital | $ 9,034 | |||||||||||||||
Consideration transferred, cash paid at closing | 6,894 | |||||||||||||||
Long-term debt | 150,000 | |||||||||||||||
Line of credit facility, current borrowing capacity | 215,000 | |||||||||||||||
Promissory note incurred | 255 | 1,004 | ||||||||||||||
Working capital adjustment reduction of purchase price | $ 2,360 | 2,360 | ||||||||||||||
Business combination, acquisition related costs | 856 | 1,492 | 1,267 | |||||||||||||
Mediatech | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Total consideration | $ 1,949 | |||||||||||||||
Payments to acquire businesses | 882 | |||||||||||||||
Purchase price | 312 | |||||||||||||||
Earn-out of cash fair value | 255 | |||||||||||||||
Mediatech | Uncollateralized promissory notes | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Notes payable | $ 500 | 500 | ||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||
Periodic payment | $ 125 | |||||||||||||||
AR Credit Agreement | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Payments to acquire businesses | 318,428 | |||||||||||||||
Line of credit facility, current borrowing capacity | $ 215,000 | |||||||||||||||
GHD Services, Inc | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Total consideration | $ 8,300 | |||||||||||||||
Working capital adjustment reduction of purchase price | 266 | |||||||||||||||
WHPacific, Inc. | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Total consideration | $ 9,000 | |||||||||||||||
Working capital adjustment reduction of purchase price | 1,107 | |||||||||||||||
GeoDesign, Inc | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Total consideration | $ 11,245 | |||||||||||||||
Payments to acquire businesses | 8,247 | |||||||||||||||
Purchase price | 425 | |||||||||||||||
Earn-out of cash fair value | 198 | |||||||||||||||
Consideration transferred of common stock | $ 375 | |||||||||||||||
Common stock number of shares (in shares) | shares | 4,731 | |||||||||||||||
Earn-out of cash | $ 1,500 | |||||||||||||||
GeoDesign, Inc | Uncollateralized promissory notes | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Notes payable | $ 2,000 | 1,500 | 2,000 | |||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||
Periodic payment | $ 500 | |||||||||||||||
Promissory note interest rate | 4.00% | |||||||||||||||
Alta Environmental, L.P | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Total consideration | $ 6,323 | |||||||||||||||
Payments to acquire businesses | 4,000 | |||||||||||||||
Earn-out of cash fair value | 323 | |||||||||||||||
Earn-out of cash | 500 | |||||||||||||||
Working capital adjustment reduction of purchase price | 30 | |||||||||||||||
Alta Environmental, L.P | Uncollateralized promissory notes | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Notes payable | $ 2,000 | |||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||
Periodic payment | $ 500 | |||||||||||||||
Promissory note interest rate | 4.00% | |||||||||||||||
Page One Consultants | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Total consideration | $ 3,995 | |||||||||||||||
Payments to acquire businesses | 2,293 | |||||||||||||||
Purchase price | 200 | |||||||||||||||
Earn-out of cash fair value | 302 | |||||||||||||||
Consideration transferred of common stock | $ 200 | |||||||||||||||
Common stock number of shares (in shares) | shares | 2,647 | |||||||||||||||
Earn-out of cash | $ 500 | |||||||||||||||
Page One Consultants | Uncollateralized promissory notes | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Notes payable | 700 | 1,000 | ||||||||||||||
Number of installments | annual_installment | 3 | |||||||||||||||
Periodic payment | $ 333 | |||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||
Promissory note incurred | $ 1,000 | |||||||||||||||
Acquisition of The Sextant Group | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Total consideration | $ 10,501 | |||||||||||||||
Payments to acquire businesses | $ 6,501 | |||||||||||||||
Working capital adjustment reduction of purchase price | 420 | |||||||||||||||
Acquisition of The Sextant Group | Uncollateralized promissory notes | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Notes payable | 3,000 | 3,140 | ||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||
Periodic payment | $ 1,000 | |||||||||||||||
Promissory note interest rate | 4.00% | |||||||||||||||
Promissory note incurred | $ 4,000 | |||||||||||||||
Celtic Energy, Inc | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Total consideration | $ 1,881 | |||||||||||||||
Payments to acquire businesses | 1,000 | |||||||||||||||
Purchase price | $ 200 | 200 | ||||||||||||||
Earn-out of cash fair value | 181 | |||||||||||||||
Common stock number of shares (in shares) | shares | 3,227 | |||||||||||||||
Earn-out of cash | $ 200 | |||||||||||||||
Celtic Energy, Inc | Uncollateralized promissory notes | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Notes payable | 100 | 300 | ||||||||||||||
Number of installments | annual_installment | 3 | |||||||||||||||
Periodic payment | $ 100 | |||||||||||||||
Promissory note interest rate | 3.00% | 3.00% | ||||||||||||||
Promissory note incurred | $ 300 | |||||||||||||||
CHI Engineering Inc. | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Payments to acquire businesses | $ 30,000 | |||||||||||||||
Periodic payment | 1,000 | |||||||||||||||
Purchase price | 3,000 | |||||||||||||||
Earn-out of cash fair value | 1,547 | |||||||||||||||
Consideration transferred of common stock | $ 3,000 | |||||||||||||||
Common stock number of shares (in shares) | shares | 36,729 | |||||||||||||||
Earn-out of cash | $ 2,000 | |||||||||||||||
Liability interest rate | 3.00% | |||||||||||||||
CHI Engineering Inc. | Uncollateralized promissory notes | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Notes payable | 7,500 | 11,250 | ||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||
Periodic payment | $ 3,750 | |||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||
Promissory note incurred | $ 15,000 | |||||||||||||||
Number of equal installments | annual_installment | 3 | |||||||||||||||
CHI Engineering Inc. | Maximum | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Total consideration | $ 53,000 | |||||||||||||||
CALYX Engineers and Consultants Inc. | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Total consideration | $ 34,000 | |||||||||||||||
Payments to acquire businesses | 25,000 | |||||||||||||||
Consideration transferred of common stock | $ 3,000 | |||||||||||||||
Common stock number of shares (in shares) | shares | 36,379 | |||||||||||||||
CALYX Engineers and Consultants Inc. | Uncollateralized promissory notes | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Notes payable | 2,000 | 3,000 | ||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||
Periodic payment | $ 1,000 | |||||||||||||||
Promissory note interest rate | 3.75% | |||||||||||||||
Promissory note incurred | $ 4,000 | |||||||||||||||
CALYX Engineers and Consultants Inc. | Cash payable within 120 days | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Promissory note incurred | $ 2,000 | |||||||||||||||
CSA (M&E) Ltd. | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Total consideration | $ 4,200 | |||||||||||||||
Payments to acquire businesses | 2,000 | |||||||||||||||
Periodic payment | 125 | |||||||||||||||
Business combination, consideration transferred, liabilities incurred including earn-out amount | 1,200 | |||||||||||||||
Purchase price | 250 | |||||||||||||||
Earn-out of cash fair value | 899 | |||||||||||||||
Consideration transferred of common stock | $ 150 | |||||||||||||||
Common stock number of shares (in shares) | shares | 2,993 | |||||||||||||||
Earn-out of cash | $ 1,200 | |||||||||||||||
CSA (M&E) Ltd. | Uncollateralized promissory notes | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Notes payable | 300 | 450 | ||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||
Periodic payment | $ 150 | |||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||
Promissory note incurred | $ 600 | |||||||||||||||
Butsko Utility Design, Inc. | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Total consideration | $ 4,250 | |||||||||||||||
Payments to acquire businesses | 1,500 | |||||||||||||||
Periodic payment | 300 | |||||||||||||||
Purchase price | 600 | |||||||||||||||
Earn-out of cash fair value | 666 | |||||||||||||||
Consideration transferred of common stock | $ 300 | |||||||||||||||
Common stock number of shares (in shares) | shares | 5,630 | |||||||||||||||
Earn-out of cash | $ 850 | |||||||||||||||
Butsko Utility Design, Inc. | Uncollateralized promissory notes | ||||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||||||||||||
Notes payable | $ 500 | $ 750 | ||||||||||||||
Number of installments | annual_installment | 4 | 4 | ||||||||||||||
Periodic payment | $ 250 | |||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||
Promissory note incurred | $ 1,000 |
Business Acquisitions - Summary
Business Acquisitions - Summary of the Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2021 | Dec. 28, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cash | $ 0 | $ 6,969 |
Billed and unbilled receivables, net | 1,439 | 61,249 |
Right-of-use assets | 0 | 6,131 |
Property and equipment | 28 | 17,881 |
Prepaid expenses | 33 | 3,609 |
Other assets | 28 | 3,123 |
Total Assets | 1,856 | 229,229 |
Liabilities | (345) | (31,920) |
Deferred tax liabilities | 0 | (30,672) |
Net assets acquired | 1,511 | 166,637 |
Consideration paid (Cash, Notes and/or stock) | 1,694 | 368,875 |
Contingent earn-out liability (Cash and stock) | 255 | 1,004 |
Total Consideration | 1,949 | 369,879 |
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | 438 | 203,242 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 237 | 81,855 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 30 | 5,599 |
Customer backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 56 | 9,055 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 0 | 32,944 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 5 | 814 |
QSI | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cash | 6,894 | |
Billed and unbilled receivables, net | 42,523 | |
Right-of-use assets | 6,131 | |
Property and equipment | 15,718 | |
Prepaid expenses | 2,612 | |
Other assets | 2,075 | |
Total Assets | 192,091 | |
Liabilities | (23,698) | |
Deferred tax liabilities | (27,221) | |
Net assets acquired | 141,172 | |
Consideration paid (Cash, Notes and/or stock) | 318,428 | |
Contingent earn-out liability (Cash and stock) | 0 | |
Total Consideration | 318,428 | |
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | 177,256 | |
QSI | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 71,314 | |
QSI | Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 4,234 | |
QSI | Customer backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 7,646 | |
QSI | Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 32,944 | |
QSI | Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 0 | |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cash | 75 | |
Billed and unbilled receivables, net | 18,726 | |
Right-of-use assets | 0 | |
Property and equipment | 2,163 | |
Prepaid expenses | 997 | |
Other assets | 1,048 | |
Total Assets | 37,138 | |
Liabilities | (8,222) | |
Deferred tax liabilities | (3,451) | |
Net assets acquired | 25,465 | |
Consideration paid (Cash, Notes and/or stock) | 50,447 | |
Contingent earn-out liability (Cash and stock) | 1,004 | |
Total Consideration | 51,451 | |
Excess consideration over the amounts assigned to the net assets acquired (Goodwill) | 25,986 | |
Other | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 10,541 | |
Other | Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 1,365 | |
Other | Customer backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 1,409 | |
Other | Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 0 | |
Other | Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 814 |
Business Acquisitions - Results
Business Acquisitions - Results of Operations From any Business Acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Business Combinations [Abstract] | ||
Gross revenues | $ 42,127 | $ 33,468 |
Income before income taxes | $ 3,170 | $ 6,677 |
Business Acquisitions - Pro For
Business Acquisitions - Pro Forma Consolidated Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 28, 2019 | Dec. 29, 2018 | |
Business Combinations [Abstract] | ||
Gross revenues | $ 677,109 | $ 689,580 |
Net income | $ 16,728 | $ 20,805 |
Basic earnings per share (USD per share) | $ 1.38 | $ 1.88 |
Diluted earnings per share (USD per share) | $ 1.34 | $ 1.80 |
Billed and Unbilled Receivabl_3
Billed and Unbilled Receivables - Summary of Billed and Unbilled Receivables (Details) - USD ($) $ in Thousands | Jan. 02, 2021 | Dec. 28, 2019 |
Receivables [Abstract] | ||
Billed receivables | $ 149,233 | $ 134,900 |
Less: allowance for doubtful accounts | (6,528) | (3,860) |
Billed receivables, net | 142,705 | 131,041 |
Unbilled receivables | 76,609 | 80,639 |
Less: allowance for doubtful accounts | (2,151) | (1,211) |
Unbilled receivables, net | $ 74,458 | $ 79,428 |
Billed and Unbilled Receivabl_4
Billed and Unbilled Receivables - Activity in the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance as of the beginning of the year | $ 5,071 | $ 4,546 | |
Provision for doubtful accounts | 4,311 | 1,239 | $ 797 |
Write-offs of uncollectible accounts | (703) | (714) | |
Balance as of the end of the year | $ 8,679 | $ 5,071 | $ 4,546 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Jan. 02, 2021 | Dec. 28, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization | $ 48,567 | $ 45,333 |
Less: accumulated depreciation | (21,556) | (19,600) |
Property and equipment, net | 27,011 | 25,733 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,782 | 4,198 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 15,597 | 10,704 |
Survey and field equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 22,866 | 24,165 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,322 | $ 6,266 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | |||
Depreciation expense | $ 10,892 | $ 5,327 | $ 4,331 |
Other direct costs | |||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | |||
Depreciation expense | $ 4,510 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2021 | Dec. 28, 2019 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 309,216 | $ 140,930 |
Acquisitions | 438 | 169,100 |
Adjustments | 34,142 | (814) |
Ending balance | 343,796 | 309,216 |
INF | ||
Goodwill [Roll Forward] | ||
Beginning balance | 231,255 | 69,255 |
Acquisitions | 0 | 162,814 |
Adjustments | (143,922) | (814) |
Ending balance | 87,333 | 231,255 |
BTS | ||
Goodwill [Roll Forward] | ||
Beginning balance | 77,961 | 71,675 |
Acquisitions | 438 | 6,286 |
Adjustments | 449 | 0 |
Ending balance | 78,848 | 77,961 |
GEO | ||
Goodwill [Roll Forward] | ||
Beginning balance | 0 | |
Acquisitions | 0 | |
Adjustments | 177,615 | |
Ending balance | $ 177,615 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2019 | Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Goodwill [Line Items] | ||||
Goodwill | $ 9,574 | |||
Working capital adjustment reduction of purchase price | $ 2,360 | 2,360 | ||
Goodwill, purchase adjustments | $ 34,142 | (814) | ||
Decrease in deferred taxes liability | $ 12,151 | |||
Goodwill, fair value increase | 1,546 | |||
Finite-lived intangible assets, remaining amortization period | 2 years | |||
Amortization expense | $ 34,596 | $ 20,488 | $ 13,052 | |
Trade name | ||||
Goodwill [Line Items] | ||||
Finite-lived intangible assets, period increase (decrease) | (54,313) | |||
Customer relationships | ||||
Goodwill [Line Items] | ||||
Finite-lived intangible assets, period increase (decrease) | 6,605 | |||
Customer backlog | ||||
Goodwill [Line Items] | ||||
Finite-lived intangible assets, period increase (decrease) | 811 | |||
Property, plant and equipment | ||||
Goodwill [Line Items] | ||||
Finite-lived intangible assets, period increase (decrease) | 2,093 | |||
Other assets | ||||
Goodwill [Line Items] | ||||
Finite-lived intangible assets, period increase (decrease) | 758 | |||
QSI | ||||
Goodwill [Line Items] | ||||
Working capital adjustment reduction of purchase price | 31,895 | |||
Goodwill, purchase adjustments | 424 | |||
WHPacific, Inc. | ||||
Goodwill [Line Items] | ||||
Working capital adjustment reduction of purchase price | 1,107 | |||
Acquisition of The Sextant Group | ||||
Goodwill [Line Items] | ||||
Working capital adjustment reduction of purchase price | 420 | |||
GHD Services, Inc | ||||
Goodwill [Line Items] | ||||
Working capital adjustment reduction of purchase price | 266 | |||
Alta Environmental, L.P | ||||
Goodwill [Line Items] | ||||
Working capital adjustment reduction of purchase price | $ 30 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2021 | Dec. 28, 2019 | |
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 264,993 | $ 252,851 |
Accumulated Amortization | (90,062) | (55,436) |
Net Amount | 174,931 | 197,415 |
Indefinite-lived intangible assets: | ||
Gross Carrying Amount | 0 | 58,546 |
Total intangible assets, gross carrying amount | 264,993 | 311,397 |
Total intangible assets, net amount | 174,931 | 255,961 |
QSI trade name | ||
Indefinite-lived intangible assets: | ||
Gross Carrying Amount | 0 | 58,546 |
Customer relationships | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | 183,048 | 176,088 |
Accumulated Amortization | (46,506) | (29,198) |
Net Amount | $ 136,542 | 146,890 |
Customer relationships | Minimum | ||
Indefinite-lived intangible assets: | ||
Useful life | 1 year | |
Customer relationships | Maximum | ||
Indefinite-lived intangible assets: | ||
Useful life | 12 years | |
Trade name | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 14,517 | 10,253 |
Accumulated Amortization | (12,099) | (8,593) |
Net Amount | $ 2,418 | 1,660 |
Trade name | Minimum | ||
Indefinite-lived intangible assets: | ||
Useful life | 1 year | |
Trade name | Maximum | ||
Indefinite-lived intangible assets: | ||
Useful life | 3 years | |
Customer backlog | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 25,111 | 24,198 |
Accumulated Amortization | (19,709) | (12,435) |
Net Amount | $ 5,402 | 11,763 |
Customer backlog | Minimum | ||
Indefinite-lived intangible assets: | ||
Useful life | 1 year | |
Customer backlog | Maximum | ||
Indefinite-lived intangible assets: | ||
Useful life | 5 years | |
Non-compete | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 9,373 | 9,369 |
Accumulated Amortization | (6,909) | (5,105) |
Net Amount | $ 2,464 | 4,264 |
Non-compete | Minimum | ||
Indefinite-lived intangible assets: | ||
Useful life | 2 years | |
Non-compete | Maximum | ||
Indefinite-lived intangible assets: | ||
Useful life | 5 years | |
Developed technology | ||
Finite-lived intangible assets: | ||
Gross Carrying Amount | $ 32,944 | 32,944 |
Accumulated Amortization | (4,839) | (106) |
Net Amount | $ 28,105 | $ 32,838 |
Developed technology | Minimum | ||
Indefinite-lived intangible assets: | ||
Useful life | 5 years | |
Developed technology | Maximum | ||
Indefinite-lived intangible assets: | ||
Useful life | 7 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Weighted Average Useful Lives of Intangible Assets (Details) | 12 Months Ended | |
Jan. 02, 2021 | Dec. 28, 2019 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Year) | 10 years | 10 years 8 months 12 days |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Year) | 1 year 6 months | 2 years |
Customer backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Year) | 1 year 6 months | 2 years |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Year) | 7 years | |
Non-compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Year) | 2 years | 3 years 2 months 12 days |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Future Estimated Aggregate Amortization Related to Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 02, 2021 | Dec. 28, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 30,119 | |
2022 | 23,201 | |
2023 | 22,078 | |
2024 | 21,784 | |
2025 | 21,286 | |
Thereafter | 56,463 | |
Net Amount | $ 174,931 | $ 197,415 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jan. 02, 2021 | Dec. 28, 2019 |
Payables and Accruals [Abstract] | ||
Current portion of lease liability | $ 13,161 | $ 13,108 |
Accrued vacation | 11,998 | 10,048 |
Payroll and related taxes | 10,744 | 12,146 |
Benefits | 4,764 | 4,637 |
Accrued operating expenses | 2,792 | 4,574 |
Professional liability reserve | 949 | 1,083 |
Accrued interest expense | 506 | 949 |
Other | 411 | 887 |
Total | $ 45,325 | $ 47,432 |
Notes Payable and Other Oblig_3
Notes Payable and Other Obligations - Summary of Notes Payable and Other Obligations (Details) - USD ($) $ in Thousands | Jan. 02, 2021 | Dec. 28, 2019 |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 311,152 | |
Present value of lease liabilities | 2,994 | $ 2,707 |
Debt issuance costs, net of amortization | (3,630) | (4,078) |
Long-term debt, total | 307,522 | 358,187 |
Current portion of notes payable and other obligations | (24,196) | (25,332) |
Notes payable and other obligations, less current portion | 283,326 | 332,854 |
Senior credit facility | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 283,832 | 320,457 |
Uncollateralized promissory notes | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 23,175 | 36,217 |
Other obligations | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 1,151 | $ 2,884 |
Notes Payable and Other Oblig_4
Notes Payable and Other Obligations - Narrative (Details) | Jul. 16, 2020USD ($)annual_installment | Dec. 20, 2019USD ($) | Jul. 01, 2019USD ($)annual_installment | Jun. 03, 2019USD ($)annual_installment | Mar. 22, 2019USD ($)annual_installment | Dec. 31, 2018USD ($)annual_installment | Nov. 02, 2018USD ($)annual_installment | Aug. 24, 2018USD ($)annual_installment | Feb. 02, 2018USD ($)annual_installment | Jan. 12, 2018USD ($)annual_installment | Sep. 06, 2017USD ($)annual_installment | Jun. 06, 2017USD ($)annual_installment | May 04, 2017USD ($)annual_installment | May 01, 2017USD ($)annual_installment | Dec. 06, 2016USD ($)annual_installment | Nov. 30, 2016USD ($)annual_installment | Oct. 26, 2016USD ($)annual_installment | Sep. 12, 2016USD ($)annual_installment | May 20, 2016USD ($)annual_installment | Jan. 02, 2021USD ($) | Dec. 28, 2019USD ($) | Dec. 29, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||||
Long tem debt | $ 150,000,000 | |||||||||||||||||||||
Line of credit facility, current borrowing capacity | 215,000,000 | |||||||||||||||||||||
Available increase in borrowing capacity | $ 100,000,000 | |||||||||||||||||||||
Interest rate during period | 5.00% | |||||||||||||||||||||
Interest rate in year 3 | 7.50% | |||||||||||||||||||||
Debt issuance costs, net of amortization | $ 3,630,000 | $ 4,078,000 | ||||||||||||||||||||
Amortization of debt issuance costs | 896,000 | 131,000 | $ 0 | |||||||||||||||||||
Promissory note incurred | 255,000 | 1,004,000 | ||||||||||||||||||||
Mediatech | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Outstanding balance | $ 230,000 | 230,000 | ||||||||||||||||||||
Purchase price | $ 312,000 | |||||||||||||||||||||
Number of equal installments | annual_installment | 3 | |||||||||||||||||||||
GeoDesign, Inc | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Outstanding balance | 44,000 | 382,000 | ||||||||||||||||||||
Purchase price | $ 425,000 | |||||||||||||||||||||
Page One Consultants | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Outstanding balance | 0 | 181,000 | ||||||||||||||||||||
Purchase price | $ 200,000 | |||||||||||||||||||||
Celtic Energy, Inc | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Outstanding balance | 0 | 181,000 | ||||||||||||||||||||
Purchase price | $ 200,000 | $ 200,000 | ||||||||||||||||||||
CHI Engineering Inc. | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Outstanding balance | 877,000 | 1,754,000 | ||||||||||||||||||||
Purchase price | $ 3,000,000 | |||||||||||||||||||||
Number of equal installments | annual_installment | 3 | |||||||||||||||||||||
CSA (M&E) Ltd. | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Outstanding balance | 0 | 111,000 | ||||||||||||||||||||
Purchase price | $ 250,000 | |||||||||||||||||||||
Number of equal installments | annual_installment | 2 | |||||||||||||||||||||
Butsko Utility Design, Inc. | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Outstanding balance | $ 0 | 267,000 | ||||||||||||||||||||
Purchase price | $ 600,000 | |||||||||||||||||||||
Number of equal installments | annual_installment | 2 | |||||||||||||||||||||
JBA Consulting Engineers, Inc. | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Periodic payments | $ 1,400,000 | |||||||||||||||||||||
Senior credit facility | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Long tem debt | $ 150,000,000 | |||||||||||||||||||||
Borrowings from Senior Credit Facility | $ 320,500,000 | |||||||||||||||||||||
AR Credit Agreement | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Minimum fixed charge coverage ratio | 1.20 | |||||||||||||||||||||
Promissory note interest rate | 2.80% | |||||||||||||||||||||
Maximum allowed annual dividends | $ 10,000,000 | |||||||||||||||||||||
Debt issuance costs, net of amortization | 4,123,000 | |||||||||||||||||||||
Amortization of debt issuance costs | 896,000 | 131,000 | ||||||||||||||||||||
Uncollateralized promissory notes | Mediatech | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Number of equal installments | annual_installment | 4 | |||||||||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||||||||
Notes payable outstanding balance | $ 500,000 | 500,000 | ||||||||||||||||||||
Uncollateralized promissory notes | GeoDesign, Inc | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 4.00% | |||||||||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||||||||
Notes payable outstanding balance | $ 2,000,000 | 1,500,000 | 2,000,000 | |||||||||||||||||||
Uncollateralized promissory notes | Page One Consultants | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||||||||
Number of installments | annual_installment | 3 | |||||||||||||||||||||
Notes payable outstanding balance | 700,000 | 1,000,000 | ||||||||||||||||||||
Promissory note incurred | $ 1,000,000 | |||||||||||||||||||||
Uncollateralized promissory notes | Celtic Energy, Inc | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 3.00% | 3.00% | ||||||||||||||||||||
Number of installments | annual_installment | 3 | |||||||||||||||||||||
Notes payable outstanding balance | 100,000 | 300,000 | ||||||||||||||||||||
Promissory note incurred | $ 300,000 | |||||||||||||||||||||
Uncollateralized promissory notes | CHI Engineering Inc. | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||||||||
Notes payable outstanding balance | 7,500,000 | 11,250,000 | ||||||||||||||||||||
Promissory note incurred | $ 15,000,000 | |||||||||||||||||||||
Uncollateralized promissory notes | CSA (M&E) Ltd. | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||||||||
Notes payable outstanding balance | 300,000 | 450,000 | ||||||||||||||||||||
Promissory note incurred | $ 600,000 | |||||||||||||||||||||
Periodic payments | $ 150,000 | |||||||||||||||||||||
Uncollateralized promissory notes | Butsko Utility Design, Inc. | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||||||||
Number of installments | annual_installment | 4 | 4 | ||||||||||||||||||||
Notes payable outstanding balance | 500,000 | 750,000 | ||||||||||||||||||||
Promissory note incurred | $ 1,000,000 | |||||||||||||||||||||
Periodic payments | $ 250,000 | |||||||||||||||||||||
Uncollateralized promissory notes | Alta Environmental, L.P | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 4.00% | |||||||||||||||||||||
Outstanding balance | 1,500,000 | 2,000,000 | ||||||||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||||||||
Notes payable outstanding balance | $ 2,000,000 | |||||||||||||||||||||
Uncollateralized promissory notes | Acquisition of The Sextant Group | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 4.00% | |||||||||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||||||||
Notes payable outstanding balance | 3,000,000 | 3,140,000 | ||||||||||||||||||||
Promissory note incurred | $ 4,000,000 | |||||||||||||||||||||
Uncollateralized promissory notes | CALYX Engineers and Consultants Inc. | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 3.75% | |||||||||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||||||||
Notes payable outstanding balance | 2,000,000 | 3,000,000 | ||||||||||||||||||||
Promissory note incurred | $ 4,000,000 | |||||||||||||||||||||
Periodic payments | $ 1,000,000 | |||||||||||||||||||||
Uncollateralized promissory notes | Marron and Associates, Inc. | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||||||||
Number of installments | annual_installment | 3 | |||||||||||||||||||||
Notes payable outstanding balance | 0 | 100,000 | ||||||||||||||||||||
Promissory note incurred | $ 300,000 | |||||||||||||||||||||
Periodic payments | $ 100,000 | |||||||||||||||||||||
Uncollateralized promissory notes | Richard D. Kimball Co., Inc. | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||||||||
Notes payable outstanding balance | 1,375,000 | 2,750,000 | ||||||||||||||||||||
Promissory note incurred | $ 5,500,000 | |||||||||||||||||||||
Periodic payments | $ 1,375,000 | |||||||||||||||||||||
Uncollateralized promissory notes | Holdrege & Kull, Consulting Engineers and Geologists | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||||||||
Notes payable outstanding balance | 150,000 | 300,000 | ||||||||||||||||||||
Promissory note incurred | $ 600,000 | |||||||||||||||||||||
Periodic payments | $ 150,000 | |||||||||||||||||||||
Uncollateralized promissory notes | Lochrane Engineering, Inc. | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||||||||
Notes payable outstanding balance | 413,000 | 825,000 | ||||||||||||||||||||
Promissory note incurred | $ 1,650,000 | |||||||||||||||||||||
Periodic payments | $ 413,000 | |||||||||||||||||||||
Uncollateralized promissory notes | CivilSource, Inc. | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||||||||
Notes payable outstanding balance | 0 | 1,502,000 | ||||||||||||||||||||
Promissory note incurred | $ 3,500,000 | |||||||||||||||||||||
Periodic payments | $ 875,000 | |||||||||||||||||||||
Uncollateralized promissory notes | The Hanna Group, Inc. | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||||||||
Notes payable outstanding balance | 430,000 | 675,000 | ||||||||||||||||||||
Promissory note incurred | $ 2,700,000 | |||||||||||||||||||||
Periodic payments | $ 675,000 | |||||||||||||||||||||
Uncollateralized promissory notes | JBA Consulting Engineers, Inc. | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||||||||
Number of installments | annual_installment | 5 | |||||||||||||||||||||
Notes payable outstanding balance | 3,011,000 | 4,163,000 | ||||||||||||||||||||
Promissory note incurred | $ 7,000,000 | |||||||||||||||||||||
Uncollateralized promissory notes | Weir Environmental LLC | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||||||||
Outstanding balance | 0 | |||||||||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||||||||
Notes payable outstanding balance | 125,000 | |||||||||||||||||||||
Promissory note incurred | $ 500,000 | |||||||||||||||||||||
Periodic payments | $ 125,000 | |||||||||||||||||||||
Uncollateralized promissory notes | Dade Moeller | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Promissory note interest rate | 3.00% | |||||||||||||||||||||
Outstanding balance | $ 0 | |||||||||||||||||||||
Number of installments | annual_installment | 4 | |||||||||||||||||||||
Notes payable outstanding balance | $ 1,497,000 | |||||||||||||||||||||
Promissory note incurred | $ 6,000,000 | |||||||||||||||||||||
Periodic payments | $ 1,500,000 |
Notes Payable and Other Oblig_5
Notes Payable and Other Obligations - Schedule of Consolidated Leverage Ratio (Details) | Jan. 02, 2021 |
Amendment Closing Date through June 27, 2020 | |
Debt Instrument [Line Items] | |
Maximum consolidated leverage ratio | 4.50 |
June 28, 2020 through October 3, 2020 | |
Debt Instrument [Line Items] | |
Maximum consolidated leverage ratio | 5 |
October 4, 2020 through January 2, 2021 | |
Debt Instrument [Line Items] | |
Maximum consolidated leverage ratio | 5.25 |
January 3, 2021 and April 3, 2021 | |
Debt Instrument [Line Items] | |
Maximum consolidated leverage ratio | 4.75 |
April 4, 2021 and July 3, 2021 | |
Debt Instrument [Line Items] | |
Maximum consolidated leverage ratio | 4 |
July 4, 2021 and thereafter | |
Debt Instrument [Line Items] | |
Maximum consolidated leverage ratio | 3.50 |
Notes Payable and Other Oblig_6
Notes Payable and Other Obligations - Future Contractual Maturities of Long-term Debt (Details) $ in Thousands | Jan. 02, 2021USD ($) |
Payables and Accruals [Abstract] | |
2021 | $ 25,012 |
2022 | 19,909 |
2023 | 13,969 |
2024 | 252,257 |
2025 | 5 |
Total | $ 311,152 |
Contingent Consideration - Summ
Contingent Consideration - Summary of Contingent Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2021 | Dec. 28, 2019 | |
Commitments and Contingencies Disclosure [Roll Forward] | ||
Contingent consideration, beginning of the year | $ 4,002 | $ 4,698 |
Additions for acquisitions | 255 | 1,316 |
Reduction of liability for payments made | (1,857) | (1,938) |
Decrease of liability related to re-measurement of fair value | 0 | (74) |
Total contingent consideration, end of the period | 2,400 | 4,002 |
Current portion of contingent consideration | (1,334) | (1,954) |
Contingent consideration, less current portion | $ 1,066 | $ 2,048 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Jan. 02, 2021operating_leaserenewal_option | |
Leases [Abstract] | |
Number of equipment operating leases | operating_lease | 6 |
Office leases initial term | 12 months |
Number of options to renew | renewal_option | 1 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jan. 02, 2021 | Dec. 28, 2019 |
Assets | ||
Operating lease assets | $ 43,607 | $ 46,313 |
Finance lease assets | 2,946 | 2,371 |
Total leased assets | 46,553 | 48,685 |
Current | ||
Operating | (13,161) | (13,108) |
Finance | $ (1,321) | $ (1,022) |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLongTermDebtNoncurrent | us-gaap:OtherLongTermDebtNoncurrent |
Noncurrent | ||
Operating | $ (32,290) | $ (34,573) |
Finance | (1,673) | (1,685) |
Total lease liabilities | $ (48,445) | $ (50,388) |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesCurrent | us-gaap:AccruedLiabilitiesCurrent |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtCurrent | us-gaap:LongTermDebtCurrent |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtNoncurrent | us-gaap:LongTermDebtNoncurrent |
Operating right of-use lease assets | $ 19,096 | $ 9,657 |
Financing right of-use lease assets | $ 2,499 | $ 1,592 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Term and Discount Rate (Details) | Jan. 02, 2021 | Dec. 28, 2019 |
Weighted - Average Remaining Lease Term (Years) | ||
Operating leases | 4 years 10 months 24 days | 5 years |
Finance leases | 2 years 1 month 6 days | 2 years 9 months 18 days |
Weighted - Average Discount Rate | ||
Operating leases | 4.00% | 4.00% |
Finance leases | 7.00% | 7.00% |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2021 | Dec. 28, 2019 | |
Supplemental Cash Flow Information | ||
Operating cash flows from operating leases | $ 13,854 | $ 10,988 |
Financing cash flows from finance leases | 267 | 796 |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating leases | $ 13,427 | $ 20,731 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 02, 2021 | Dec. 28, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 15,071 | $ 11,538 |
Variable operating lease cost | 2,934 | 0 |
Amortization of financing lease assets | 1,035 | 1,245 |
Interest on lease liabilities | 121 | 98 |
Total lease cost | $ 19,161 | $ 12,881 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Jan. 02, 2021 | Dec. 28, 2019 |
Operating Leases | ||
2021 | $ 14,597 | |
2022 | 10,975 | |
2023 | 8,533 | |
2024 | 5,936 | |
2025 | 4,159 | |
Thereafter | 5,814 | |
Total lease payments | 50,014 | |
Less: Interest | (4,563) | |
Present value of lease liabilities | 45,451 | |
Finance Leases | ||
2021 | 1,416 | |
2022 | 1,115 | |
2023 | 629 | |
2024 | 226 | |
2025 | 7 | |
Thereafter | 0 | |
Total lease payments | 3,393 | |
Less: Interest | (399) | |
Present value of lease liabilities | $ 2,994 | $ 2,707 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred compensation | $ 14,955 | $ 10,430 | $ 6,697 |
Weighted average vesting period | $ 23,104 | ||
Cost not yet recognized, term | 1 year 7 months 24 days | ||
Fair value of restricted shares vested | $ 12,472 | $ 14,680 | $ 7,422 |
Equity plan 2011 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 863,340 | ||
Rate of increase decrease in shares authorized for issuance | 3.50% | ||
Equity plan 2011 | Minimum | Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 2 years | ||
Equity plan 2011 | Maximum | Restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards (Details) - Restricted stock - $ / shares | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Share Units | |||
Beginning (in shares) | 652,677 | 626,911 | 583,051 |
Granted (in shares) | 390,833 | 275,220 | 187,087 |
Vested (in shares) | (251,178) | (207,039) | (127,870) |
Forfeited (in shares) | (22,149) | (42,415) | (15,357) |
Ending (in shares) | 770,183 | 652,677 | 626,911 |
Weighted Average Grant Date Fair Value | |||
Beginning (USD per share) | $ 58.20 | $ 39.81 | $ 27.13 |
Granted (USD per share) | 47 | 70.90 | 65.15 |
Vested (USD per share) | 44.95 | 20.41 | 19.98 |
Forfeited (USD per share) | 64 | 53.24 | 32.14 |
Ending (USD per share) | $ 57.20 | $ 58.20 | $ 39.81 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan | $ 1,673 | $ 1,323 | $ 676 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Current: | |||
Federal | $ 13,192 | $ 8,059 | $ 7,261 |
State | 7,690 | 3,800 | 2,911 |
Foreign | 137 | (49) | 276 |
Total current income tax expense | 21,019 | 11,810 | 10,448 |
Deferred: | |||
Federal | (10,708) | (5,160) | (2,924) |
State | (2,317) | (1,474) | (661) |
Foreign | (44) | 0 | 0 |
Total deferred income tax (benefit) | (13,069) | (6,634) | (3,585) |
Total income tax expense | $ 7,950 | $ 5,176 | $ 6,863 |
Income Taxes - Net Deferred Inc
Income Taxes - Net Deferred Income Tax Asset (Liability) (Details) - USD ($) $ in Thousands | Jan. 02, 2021 | Dec. 28, 2019 |
Deferred tax asset: | ||
Lease liabilities | $ 11,674 | $ 17,651 |
Tax carryforwards | 6,353 | 7,767 |
Accrued compensation | 7,704 | 6,682 |
Accrued payroll tax | 2,853 | 0 |
Allowance for doubtful accounts | 2,507 | 1,789 |
Other | 283 | 327 |
Total deferred tax asset | 31,374 | 34,216 |
Deferred tax liability: | ||
Acquired intangibles | (39,148) | (60,045) |
Right-of-use assets | (11,092) | (17,189) |
Depreciation and amortization | (6,943) | (6,289) |
Cash to accrual adjustment | (1,260) | (2,569) |
Other | (722) | (1,465) |
Total deferred tax liability | (59,165) | (87,557) |
Net deferred tax liability | $ (27,791) | $ (53,341) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 30, 2017 | Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Income Tax Examination [Line Items] | ||||
Deferred tax liabilities, net | $ 27,791 | $ 53,341 | ||
Decrease in deferred taxes liability | (12,151) | |||
Deferred tax liabilities | $ 0 | $ 30,672 | ||
Provisional liability transition tax adjustment amount | $ 110 | |||
Effective income tax rate percent | 27.40% | 17.80% | 20.40% | |
Decrease resulting from settlements with taxing authorities | $ 0 | $ 0 | $ 0 | |
Unrecognized tax benefits | $ 437 | 1,022 | 887 | $ 548 |
Unrecognized tax benefits that would impact effective tax rate | 903 | 769 | ||
Income tax penalties and interest accrued | 249 | 204 | ||
2019 Acquistions | ||||
Income Tax Examination [Line Items] | ||||
Decrease in deferred taxes liability | $ 12,479 | |||
Deferred tax liabilities | $ 43,151 | |||
State and local jurisdiction | California franchise tax board | ||||
Income Tax Examination [Line Items] | ||||
Decrease resulting from settlements with taxing authorities | $ 839 |
Income Taxes - Income Tax Exp_2
Income Taxes - Income Tax Expense (Benefit) Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Income Tax Disclosure [Abstract] | |||
Tax at federal statutory rate | $ 6,083 | $ 6,076 | $ 7,081 |
State taxes, net of Federal benefit | 2,653 | 1,990 | 1,424 |
Stock-based compensation | (157) | (2,808) | (1,014) |
Federal and state tax credits | (1,544) | (1,247) | (923) |
Changes in unrecognized tax position | 179 | 425 | 111 |
Transition tax | 0 | 0 | 110 |
Effect of change in income tax rate | 0 | 0 | 31 |
Other | 736 | 740 | 43 |
Total income tax expense | $ 7,950 | $ 5,176 | $ 6,863 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance, beginning of period | $ 887 | $ 548 | $ 437 |
Additions based on tax positions related to the current year | 155 | 124 | 45 |
Additions for tax positions of prior years | 30 | 338 | 66 |
Lapse of statute of limitations | (50) | (123) | 0 |
Reductions for positions of prior years | 0 | 0 | 0 |
Settlement | 0 | 0 | 0 |
Balance, end of period | $ 1,022 | $ 887 | $ 548 |
Reportable Segments - Narrative
Reportable Segments - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021USD ($)operating_segment | Dec. 28, 2019USD ($) | Dec. 29, 2018USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Number of operating segments | operating_segment | 3 | ||
Number of reportable segments | operating_segment | 3 | ||
Amortization expense | $ 34,596 | $ 20,488 | $ 13,052 |
BTS | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Increase (decrease) in assets | 108,000 | ||
INF | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Increase (decrease) in assets | $ (108,000) |
Reportable Segments - Summarize
Reportable Segments - Summarized Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | $ 659,296 | $ 508,938 | $ 418,081 |
Segment income before taxes | 28,968 | 28,932 | 33,719 |
Assets | 881,175 | 893,137 | |
INF | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 352,965 | 331,161 | 254,723 |
BTS | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 157,432 | 177,777 | 163,358 |
GEO | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 148,899 | 0 | 0 |
Operating segments | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Segment income before taxes | 113,678 | 82,721 | 70,488 |
Operating segments | INF | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 352,965 | 331,161 | 254,723 |
Segment income before taxes | 62,574 | 54,583 | 43,832 |
Assets | 252,755 | 303,239 | |
Operating segments | BTS | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 157,432 | 177,777 | 163,358 |
Segment income before taxes | 21,091 | 28,138 | 26,656 |
Assets | 166,939 | 131,967 | |
Operating segments | GEO | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 148,899 | 0 | 0 |
Segment income before taxes | 30,013 | 0 | 0 |
Assets | 342,052 | 365,605 | |
Corporate | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Segment income before taxes | (84,710) | (53,789) | $ (36,769) |
Assets | $ 119,429 | $ 92,326 |
Reportable Segments - Revenue b
Reportable Segments - Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | $ 659,296 | $ 508,938 | $ 418,081 |
INF | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | 352,965 | 331,161 | 254,723 |
BTS | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | 157,432 | 177,777 | 163,358 |
GEO | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | 148,899 | 0 | 0 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | 647,282 | 502,407 | 405,419 |
United States | INF | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | 352,965 | 331,161 | 254,723 |
United States | BTS | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | 147,806 | 171,246 | 150,696 |
United States | GEO | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | 146,511 | 0 | 0 |
Foreign | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | 12,014 | 6,531 | 12,662 |
Foreign | INF | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | 0 | 0 | 0 |
Foreign | BTS | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | 9,626 | 6,531 | 12,662 |
Foreign | GEO | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Gross revenues | $ 2,388 | $ 0 | $ 0 |
Reportable Segments - Revenue_2
Reportable Segments - Revenue by Customer Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | $ 659,296 | $ 508,938 | $ 418,081 |
INF | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 352,965 | 331,161 | 254,723 |
BTS | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 157,432 | 177,777 | 163,358 |
GEO | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 148,899 | 0 | 0 |
Public and quasi-public sector | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 448,855 | 338,479 | 278,788 |
Public and quasi-public sector | INF | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 279,965 | 271,935 | 233,395 |
Public and quasi-public sector | BTS | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 67,434 | 66,544 | 45,393 |
Public and quasi-public sector | GEO | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 101,456 | 0 | 0 |
Private sector | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 210,441 | 170,459 | 139,293 |
Private sector | INF | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 73,000 | 59,226 | 21,328 |
Private sector | BTS | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 89,998 | 111,233 | 117,965 |
Private sector | GEO | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | $ 47,443 | $ 0 | $ 0 |
Reportable Segments - Revenue_3
Reportable Segments - Revenue by Contract Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 02, 2021 | Dec. 28, 2019 | Dec. 29, 2018 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | $ 659,296 | $ 508,938 | $ 418,081 |
INF | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 352,965 | 331,161 | 254,723 |
BTS | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 157,432 | 177,777 | 163,358 |
GEO | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 148,899 | 0 | 0 |
Cost-reimbursable contracts | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 609,346 | 457,518 | 383,103 |
Cost-reimbursable contracts | INF | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 337,580 | 318,112 | 254,365 |
Cost-reimbursable contracts | BTS | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 123,135 | 139,406 | 128,738 |
Cost-reimbursable contracts | GEO | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 148,631 | 0 | 0 |
Fixed-unit price contracts | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 49,950 | 51,420 | 34,978 |
Fixed-unit price contracts | INF | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 15,385 | 13,049 | 358 |
Fixed-unit price contracts | BTS | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | 34,297 | 38,371 | 34,620 |
Fixed-unit price contracts | GEO | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Gross revenues | $ 268 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Feb. 22, 2021USD ($)annual_installment | Feb. 09, 2021USD ($)annual_installment | Jan. 02, 2021USD ($) | Dec. 28, 2019USD ($) |
Subsequent Event [Line Items] | ||||
Aggregate purchase price | $ 1,949 | $ 369,879 | ||
Promissory note incurred | $ 255 | $ 1,004 | ||
Industrial Design Associates International | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Aggregate purchase price | $ 2,975 | |||
Payments to acquire businesses | 1,975 | |||
Promissory note incurred | $ 1,000 | |||
Number of installments | annual_installment | 2 | |||
Periodic payment | $ 500 | |||
Terra Tech Engineers, Inc | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Aggregate purchase price | $ 7,700 | |||
Payments to acquire businesses | 3,000 | |||
Promissory note incurred | $ 3,200 | |||
Number of installments | annual_installment | 5 | |||
Periodic payment | $ 640 | |||
Terra Tech Engineers, Inc | Subsequent Event | Common Stock | ||||
Subsequent Event [Line Items] | ||||
Number of installments | annual_installment | 3 | |||
Periodic payment | $ 500 | |||
Purchase price | $ 1,500 |