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MarketScreener Homepage  >  Equities  >  Nasdaq  >  NV5 Global Inc    NVEE

NV5 GLOBAL INC

(NVEE)
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NV5 GLOBAL : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. (form 10-K)

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03/14/2019 | 03:08pm EDT
The following discussion of our financial condition and results of operations
should be read together with the consolidated financial statements and the
accompanying notes included elsewhere in this Annual Report on Form 10-K. This
discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results may differ materially from those anticipated
in those forward-looking statements as a result of certain factors, including
those described under "Item 1A. Risk Factors." Dollar amounts presented are in
thousands, except per share data or where the context otherwise requires.



Overview



We are a provider of professional and technical engineering and consulting
solutions to public and private sector clients. We focus on the infrastructure,
energy, construction, real estate, and environmental markets. We primarily focus
on the following business service verticals: construction quality assurance,
infrastructure, energy, program management, and environmental solutions. Our
primary clients include U.S. federal, state, municipal, and local government
agencies, and military and defense clients. We also serve quasi-public and
private sector clients from the education, healthcare, energy, and public
utilities, including schools, universities, hospitals, health care providers,
insurance providers, large utility service providers, and large to small energy
producers.



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Although we anticipate public and quasi-public sector clients will represent the
majority of our revenues for the foreseeable future, we intend to continue
expanding our service offerings to private sector clients. Historically, public
and quasi-public sector clients have demonstrated greater resilience during
periods of economic downturns, while private sector clients have offered higher
gross profit margin opportunities during periods of economic expansion.



Recent Acquisitions



The aggregate value of all consideration for our acquisitions consummated during
fiscal years 2018, 2017 and 2016 was approximately $95,450, $73,280 and $59,050,
respectively, before any fair value adjustments. The net assets acquired in
these periods were $51,705, $31,689 and $39,727, respectively, while the gross
revenues associated with these acquisitions (from their respective dates of
acquisition) were $33,468, $59,048 and $46,172, respectively.



On November 2, 2018 we 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, paid
with a combination of cash, stock and promissory notes at closing and future
cash, stock and note payments.



On August 24, 2018, we 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
purchase price of this acquisition is $34,000, paid with a combination of cash
at closing, stock and future note payments.



On February 2, 2018, we 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, paid with a combination
of cash at closing, stock and future note payments.



On January 12, 2018, we 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, paid with a combination of cash at closing,
stock and future note payments.



On December 22, 2017, we acquired certain assets of Skyscene, LLC ("Skyscene"),
a California-based a premier aerial survey and mapping company that provides
flight services using the latest drone technology. Skyscene operates fixed wing
and multirotor UAV's carrying the most advanced remote sensing equipment. The
purchase price of this acquisition was $650 including $250 in cash and $400 in
the Company's common stock (7,434 shares) as of the closing date of the
acquisition.



On September 6, 2017, we acquired all of the outstanding equity interests in
Marron and Associates, Inc. ("Marron"), a leading environmental services firm
with offices in Albuquerque and Las Cruces, New Mexico. Marron provides
environmental planning, natural and cultural resources, environmental site
assessment, and GIS services. Marron primarily serves public and private clients
throughout the Southwest, including the New Mexico Department of Transportation,
Bureau of Land Management, Bureau of Indian Affairs, Federal Highway
Administration, U.S. Department of Agriculture, U.S. Fish and Wildlife Service,
and U.S. Forest Service. The purchase price of this acquisition is up to $990,
paid with a combination of cash at closing, stock and future note payments.



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



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



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



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



On December 6, 2016, we acquired CivilSource, Inc. ("CivilSource"), an
infrastructure engineering consulting firm based in Irvine, California.
CivilSource's team of professionals specializes in the provision of
comprehensive design and program management services on roadway, highway, and
streets projects, as well as water and wastewater, flood control, and facilities
projects. The purchase price of this acquisition was up to $11,050, including
$5,050 in cash; $3,500 in promissory notes (bearing interest at 3%), payable in
four installments of $875, due on the first, second, third and fourth
anniversaries of December 6, 2016, the effective date of the acquisition and
$1,500 of the Company's common stock (43,139 shares) issued as of the closing
date. The purchase price also included a non-interest bearing earn-out of up to
$1,000 payable in cash, subject to the achievement of certain agreed upon
financial metrics for the year ended 2017, which was not achieved.



On November 30, 2016, we acquired Hanna Engineering, Inc ("Hanna"), a leading
Northern California-based bridge and transportation program management firm. The
purchase price of this acquisition was up to $10,000, including $4,500 in cash;
$2,700 in promissory notes (bearing interest at 3%), payable in four
installments of $675, due on the first, second, third and fourth anniversaries
of November 30, 2016, the effective date of the acquisition; 18,197 shares of
common stock representing $600 and $1,200 of the Company's common stock payable
in two installments of $600, due on the first and second anniversaries of the
acquisition. The purchase price also included a non-interest bearing earn-out of
up to $1,000 payable in cash, subject to the achievement of certain agreed upon
financial metrics for the year ended 2017, which was not achieved.



On October 26, 2016, we acquired J.B.A. Consulting Engineers, Inc. ("JBA"), a
Las Vegas, Nevada-based MEP engineering, acoustics, technology, and fire
protection consulting firm. The aggregate purchase price for this acquisition
was $23,000, including cash in the aggregate amount of $12,000, 44,947 shares of
common stock representing $1,400, and promissory notes in the aggregate
principal amount of $7,000. The promissory notes are payable in five aggregate
annual installments of $1,400 on each of October 26, 2017, 2018, 2019, 2020 and
2021. The promissory notes bear interest at the rate of 3.0% per annum. The
purchase price also includes $2,600 of the Company's common stock payable in two
installments of $1,300, due on the first and second anniversaries of the
acquisition.



On September 12, 2016, we acquired certain assets of Weir Environmental, L.L.C.
("Weir"), a New Orleans, Louisiana-based emergency remediation and environmental
assessment firm. Weir also provides residential and commercial property loss
consulting services. The purchase price of this acquisition was $1,000 including
$300 in cash, $500 promissory note (bearing interest at 3.0%), payable in four
installments of $125, due on the first, second, third and fourth anniversaries
of September 12, 2016, the effective date of the acquisition and $200 of the
Company's common stock (6,140 shares) as of the closing date of the acquisition.



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On May 20, 2016, we acquired Dade Moeller & Associates, Inc., a North Carolina
corporation ("Dade Moeller"). Dade Moeller provides professional services in
radiation protection, health physics, and worker safety to government and
commercial facilities.  Dade Moeller's technical expertise includes radiation
protection, industrial hygiene and safety, environmental services and laboratory
consulting.  This acquisition expanded the Company's environmental, health and
safety services and allows the Company to offer these services on a broader
scale within its existing network. The purchase price of this acquisition was
$20,000 including $10,000 in cash, $6,000 in promissory notes (bearing interest
at 3.0%), payable in four installments of $1,500, due on the first, second,
third and fourth anniversaries of May 20, 2016, the effective date of the
acquisition, $1,000 of the Company's common stock (36,261 shares) as of the
closing date of the acquisition, and $3,000 in stock or a combination of cash
and shares of the Company's stock, at our discretion, payable in three
installments of $1,000, due on the first, second and third anniversaries of May
20, 2016.



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



Common Stock offering



On August 9, 2018, we 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 our
common stock at the public offering price less the underwriting discount. On
August 13, 2018, we closed on the 2018 Firm Shares, for which we received net
proceeds of approximately $93,500 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. We did not receive
any proceeds associated with the sale of the 2018 Option Shares by the selling
stockholder.




Components of Income and Expense



Revenues


We enter into contracts with our clients that contain two principal types of pricing provisions, representing a percentage of total revenue as shown below:




                  2018   2017   2016
Cost Reimbursable 92%    93%    91%
Fixed-unit Price   8%     7%     9%

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



  ?  Time and materials contracts are common for smaller scale professional and

technical consulting and certification services projects. Under these types

of contracts, there is no predetermined fee. Instead, we negotiate hourly

billing rates and charge our clients based upon actual hours expended on a

project. In addition, any direct project expenditures are passed through to

the client and are typically reimbursed. These contracts may have an initial

     not-to-exceed or guaranteed maximum price provision.




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? Cost-plus contracts are the predominant contracting method used by U.S.

federal, state, and local governments. Under these type contracts, we charge

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 our

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. Fixed-unit price contracts consist of the following:

? 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.






Revenues from engineering services are recognized in accordance with the accrual
basis of accounting. Revenues under cost-reimbursable contracts are recognized
when services are performed or on the percentage-of-completion method. Revenues
recognized on the percentage-of-completion method are generally measured by the
direct costs incurred to date as compared to estimated costs incurred and
represents approximately 22%, 14%, and 19% of revenues recognized during fiscal
years 2018, 2017 and 2016, respectively. Revenues from fixed-unit price
contracts are recognized at a point in time.



Direct Costs of Revenues (excluding depreciation and amortization)

Direct costs of revenues consist of the following in connection with fee generating projects:



  ? Technical and non-technical salaries and wages


  ? Production expenses


  ? Sub-consultant services




Operating Expenses



Operating expenses are expensed as incurred and include the following:



  ? Marketing expenses


  ? Management and administrative personnel costs


  ? Payroll taxes, bonuses and employee benefits


  ? Portion of salaries and wages not allocated to direct costs of revenues


  ? Facility costs


  ? Depreciation and amortization

? Professional services, legal and accounting fees, and administrative operating

    costs





Critical Accounting Policies and Estimates




Our critical accounting estimates are those we believe require our most
significant judgments about the effect of matters that are inherently
uncertain. A discussion of our critical accounting estimates, the underlying
judgments and uncertainties used to make them and the likelihood that materially
different estimates would be reported under different conditions or using
different assumptions is as follows:



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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. Topic 606 is a comprehensive new revenue recognition model that
required a company to recognize revenue to depict the transfer of goods or
services to a customer at an amount that reflects the consideration it expects
to receive in exchange for those goods or services. Topic 606 became effective
for us in the first quarter of fiscal year 2018. Results for reporting periods
beginning after December 30, 2017 are presented under Topic 606, while prior
period amounts and disclosures are not adjusted and continue to be reported
under the accounting standards in effect for the prior period. Adoption of Topic
606 did not have an impact on our consolidated net income, financial position,
and cash flows; however, it has resulted in expanded disclosures. Revenue from
the vast majority of our contracts will continue to be recognized over time
because of the continuous transfer of control to the customer. The impact to
revenues from adopting Topic 606 for the period ended December 29, 2018 was not
material.



To determine the proper revenue recognition method, we evaluate 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 our contracts have a single performance
obligation as the promise to transfer the individual goods or services is not
separately identifiable from other promises in the contracts and therefore, is
not distinct. We may also promise to provide distinct goods or services within a
contract in which case we separate the contract into multiple performance
obligations. For contracts with multiple performance obligations, we allocate
the contract transaction price to each performance obligation using the best
estimate of the standalone selling price of each distinct good or service in the
contract. Typically, we sell a customer a specific service and in these cases,
we use the expected cost plus a margin approach to estimate the standalone
selling price of each performance obligation.



Our performance obligations are satisfied as work progresses or at a point in
time. Gross revenues from services transferred to customers over time accounted
for 92% of our revenues for the period ended December 29, 2018. For our
cost-reimbursable contracts, revenue 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 best depicts the transfer of
control to the customer which occurs as we incur costs on its contracts.
Contract costs include labor, subcontractors' costs and other direct costs.
Gross revenue from services transferred to customers at a point in time
accounted for 8% of our revenues for the period ended December 29, 2018. Revenue
from these contracts 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.



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 the period ended December 29, 2018, the
cumulative catch-up adjustment for contract modifications was not material.



Allowance for Doubtful Accounts




We record billed and unbilled receivables net of an allowance for doubtful
accounts. The allowance is estimated based on management's evaluation of the
contracts involved and the financial condition of clients. Factors considered
include:



  ? Client type (governmental or private client)


  ? Historical performance


  ? Historical collection trends


  ? General economic conditions




The allowance is increased by our provision for doubtful accounts, which is
charged against income. All recoveries on receivables previously charged off are
credited to the accounts receivable recovery account and are included in income,
while direct charge-offs of receivables are deducted from the allowance.
Although we believe the allowance for doubtful accounts is sufficient, a decline
in economic conditions could lead to the deterioration in the financial
condition of our customers, resulting in an impairment of their ability to make
payments, and additional allowances may be required that could materially impact
our consolidated results of operations. Trade receivable balances carried by us
are comprised of accounts from a diverse client base across a broad range of
industries; however, there are concentrations of revenues and accounts
receivable from California-based projects, government and government-related
contracts, and one customer within the government sector.



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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, we perform an
assessment to determine the acquisition date fair value of the acquired
company's tangible and identifiable intangible assets and liabilities.



We evaluate goodwill annually for impairment on August 1, or whenever events or
changes in circumstances indicate the asset may be impaired, using the
quantitative method. An entity has the option to first assess qualitative
factors to determine whether the existence of events or circumstances leads to a
determination that it is more likely than not that the fair value of a reporting
unit is less than its carrying amount. These qualitative factors include:
macroeconomic and industry conditions, cost factors, overall financial
performance and other relevant entity-specific events. If the entity determines
that this threshold is met, then performing the two-step quantitative impairment
test is unnecessary. We may elect to bypass the qualitative assessment and
proceed directly to the quantitative test for any reporting unit. The two-step
impairment test requires a comparison of the carrying value of the assets and
liabilities associated with a reporting unit, including goodwill, with the fair
value of the reporting unit. We determine fair value through multiple valuation
techniques, and weight the results accordingly. We 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 our reporting units. If the carrying value of our reporting unit exceeds the
fair value of our reporting unit, we would calculate the implied fair value as
compared to the carrying value to determine the appropriate impairment charge,
if any.



On August 1, 2018, the Company conducted its annual impairment tests using the
quantitative method of evaluating goodwill. Based on the quantitative analyses,
the Company determined the fair value of each of the reporting units exceeded
its carrying value and therefore, there was no goodwill impairment. There were
no indicators, events or changes in circumstances that would indicate goodwill
impairment for the period from August 1 to December 29, 2018.



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





    Contingent Consideration



The fair values of earn-out arrangements are included as part of the purchase
price of the acquired companies on their respective acquisition dates. We
estimate the fair value of contingent earn-out payments as part of the initial
purchase price and record the estimated fair value of contingent consideration
as a liability on the consolidated balance sheet. Changes in the estimated fair
value of contingent earn-out payments are included in General and Administrative
expenses on the Consolidated Statements of Net Income and Comprehensive Income.



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



We review and re-assess the estimated fair value of contingent consideration
liabilities on a quarterly basis, and the updated fair value could differ
materially from the initial estimates. We measure contingent consideration
recognized in connection with business combinations at fair value on a recurring
basis using Level 3 inputs. We use 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 Level 3 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. Adjustments to
the estimated fair value related to changes in all other unobservable inputs are
reported in income from operations.



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RESULTS OF OPERATIONS


Consolidated Results of Operations

The following table represents our condensed results of operations for the periods indicated (dollars in thousands):



                                                                   Years Ended
                                                December 29,       December 30,       December 31,
                                                    2018               2017               2016

Gross revenues                                 $      418,081$      333,034$      223,910
Less sub-consultant services and other
direct costs                                          (83,755 )          (64,769 )          (42,364 )

Net revenues (1)                                      334,326            268,265            181,546
Direct salary and wages costs                        (132,922 )         (103,011 )          (73,966 )

Gross profit                                          201,404            165,254            107,580

Operating expenses                                    165,719            138,686             89,177

Income from operations                                 35,685             26,568             18,403

Interest expense                                       (1,966 )           (1,935 )             (257 )

Income tax expense                                     (6,863 )             (627 )           (6,539 )

Net income                                     $       26,856$       24,006$       11,607

(1) Net Revenues is not a measure of financial performance under GAAP. Gross

revenues include sub-consultant costs and other direct costs which are

generally pass-through costs. The Company believes that Net Revenues, which

is a non-GAAP financial measure commonly used in our industry enhances

investors' ability to analyze our business trends and performance because it

      substantially measures the work performed by our employees.



Year ended December 29, 2018 compared to year ended December 30, 2017



Gross and Net Revenues



Our consolidated gross revenues increased by $85,047, or 26% in 2018 compared to
2017. Our consolidated net revenues increased by $66,061, or approximately 25%
in 2018 compared to 2017.



The increases in gross and net revenues were primarily due to the contribution
from various acquisitions completed during 2018 as well as organic growth from
our existing platform. The increase in gross and net revenues for 2018 were
$33,468 and $25,655, respectively for acquisitions closed during 2018. The
increase is also attributable to the full year impact of revenues for our 2017
acquisitions. The growth in revenues was also attributable to increases in:



  ? Energy distribution services




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  ? Construction materials testing;


  ? Infrastructure engineering services


  ? Energy and environmental services



Also contributing to the increase in net revenues for 2018 is an increased utilization of our billable employees.



Gross Profit



As a percentage of gross revenues, our gross profit margin was 48.2% and 49.6%,
in 2018 and 2017, respectively. The decrease in gross profit margins was due
primarily to the mix of projects we worked on where there was an increased use
of sub-consultants used to perform services.



Operating expenses


Our operating expenses increased $27,033, or 19% in 2018 compared to 2017. The increase in operating expenses was primarily due to:

? $26,353 - additional operating expenses associated with acquisitions closed

    during 2018.


  ? $2,743 - increase in amortization of intangible assets.




Also contributing to the increases in operating expenses is the full year impact
of operating expenses in 2018 related to 2017 acquisitions. Operating expenses
typically fluctuate as a result of changes in headcount (both corporate and
field locations) and the amount of spending required to support our professional
services activities, which normally require additional overhead costs.



Income taxes



Our consolidated effective income tax rate was 20.4% and 2.5% in 2018 and 2017,
respectively. The difference between the effective income tax rate and the
combined statutory federal and state income tax rate is principally due to
research and development credits. The change in the effective income tax rate in
2018 compared to 2017 is attributed to the tax impacts of the 2017 Tax Reform.
In 2018, we recorded a reduction in income tax expense of $1,232 relating to the
income tax benefit received in conjunction with the vesting of restricted stock
during the period. See Note 15 of the Notes to Consolidated Financial Statements
for further detail of income tax expense.



Year ended December 30, 2017 compared to year ended December 31, 2016



Gross and Net Revenues



Our consolidated gross revenues increased by $109,124 or 48.7% in 2017 compared
to 2016. Our consolidated net revenues increased by $86,719 or 47.8% in 2017
compared to 2016.



The increases in gross and net revenues were primarily due to the contribution
from various acquisitions completed during 2017 as well as organic growth from
our existing platform. The increase in gross and net revenues for 2017, includes
$59,048 and $45,193, respectively, for acquisitions closed during 2017. Also
contributing to the increase in net revenues for fiscal year 2017 is an
increased utilization of our billable employees and reduction of sub-consultants
used to perform services in 2017. The growth in revenues was also attributable
to increases in:



  ? Energy distribution services


  ? Construction materials testing


  ? Infrastructure engineering services


  ? Program and construction management services



The increases in gross and net revenues in 2017 were partially offset by reductions in revenues related to project delays due to record rainfall in California and hurricanes affecting our Florida and Texas projects.



Gross Profit


As a percentage of gross revenues, our gross profit margin was 49.6% and 48.0% in 2017 and 2016, respectively. The improved gross profit margins were due primarily to reduction of sub-consultants used to perform services.

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Operating expenses


Our operating expenses increased $49,508, or 55.5% in 2017 compared to 2016. The increase in operating expenses was due primarily to:

? $20,822 - additional operating expenses associated with acquisitions closed

    during 2017.


  ? $5,761 - increase in amortization of intangible assets.



Also contributing to the increases in operating expenses is the impact of operating expenses in 2017 related to 2016 acquisitions. Operating expenses typically fluctuate as a result of changes in headcount (both corporate and field locations) and the amount of spending required to support our professional services activities, which normally require additional overhead costs.



Interest expense



Our interest expense increased $1,678 for fiscal year 2017 compared to 2016. The
increase in interest expense is due primarily to the increase in outstanding
borrowings.



Income taxes



Our consolidated effective income tax rate was 2.5% and 36.0% for fiscal year
2017 and 2016, respectively. The difference between the effective income tax
rate and the combined statutory federal and state income tax rate is principally
due to the federal domestic production activities deduction and research and
development credits. Furthermore, during fiscal year 2017, the Company recorded
a reduction in income tax expense of $1,016 relating to the income tax benefit
received in conjunction with the vesting of restricted stock during the periods.
In addition, during the fourth quarter of 2017, the Company recorded a non-cash
adjustment of approximately $6,249 related to the remeasurement of deferred
income tax assets and liabilities due to the 2017 Tax Reform discussed further
below. Also contributing to the decrease in the effective tax rate for fiscal
year 2017, is the lower effective tax rate applicable to the Company's Asia
operations.



On December 22, 2017, the U.S. enacted tax legislation commonly referred to as
the Tax Cuts and Jobs Act ("2017 Tax Reform"), which significantly revised the
U.S. tax code by, among other things, lowering the corporate income tax rate
from 35% to 21%; limiting the deductibility of interest expense; implementing a
territorial tax system, and imposing a repatriation tax on deemed repatriated
earnings of foreign subsidiaries. We recorded a $6,249 non-cash discrete tax
benefit in the fourth quarter of 2017, primarily as a result of revaluing
deferred tax positions for the net impact of the reduction in the income tax
rate.




Segment Results of Operations

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



                                                   Year Ended
                               December 29,       December 30,       December 31,
                                   2018               2017               2016
Gross revenues
INF                           $      257,353$      185,238$      159,514
BTS                           $      164,739$      152,304$       69,218


Segment income before taxes
INF                           $       43,832$       32,245$       27,688
BTS                           $       26,656$       21,018$        7,847

For additional information regarding our reportable segments, see Note 16 - "Reportable Segments" of the "Notes to Consolidated Financial Statements" included in Item 8.




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Year Ended December 29, 2018 compared to Year Ended December 30, 2017



INF Segment.


Our gross revenues from INF increased $72,115, or 39%, in 2018 compared to 2017. The increase was due to $28,652 in contributions from various acquisitions completed in 2018 as well as organic growth from our existing platform. The growth in revenues was also attributable to increases in:



  ? Energy distribution services


  ? Construction materials testing


  ? Infrastructure engineering services



Segment Income before Taxes from INF increased $11,587, or 36%, in 2018 compared to 2017. The increase was primarily due to:



  ? Increased revenues from organic growth


  ? Contributions from acquisitions completed in 2018




BTS Segment.



Our gross revenues from BTS increased $12,435, or 8%, in 2018 compared to 2017.
The increase was due to contributions from various acquisitions completed in
2018 as well as organic growth from our existing platform. The growth in
revenues was also attributable to increases in:



  ? Facilities program management


  ? Environmental services



Segment Income before Taxes from BTS increased $5,638, or 27%, in 2018 compared to 2017. The increase was primarily due to:



  ? Contributions from acquisitions completed in 2018


  ? Increased revenues from organic growth



Year Ended December 30, 2017 compared to Year Ended December 31, 2016



INF Segment



Our gross revenues from INF increased $25,724, or 16.1% in 2017 compared to
2016. The increase includes $11,652 in contributions from various acquisitions
completed in 2017. The increase in revenues during fiscal year 2017 reflects
increases in:



  ? Energy distribution services


  ? Construction materials testing


  ? Transportation services




These increases were partially offset by reductions in gross revenues related to
project delays due to record rainfall and hurricanes affecting our California,
Florida and Texas projects.


Segment Income before Taxes for INF increased $4,557, or 16.5% in 2017 compared to 2016. The increase was primarily due to:



  ? Increased revenues from organic growth


  ? Contributions from acquisitions completed in 2017


  ? Reduction of sub-consultants used to perform services




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BTS Segment



Our gross revenues from BTS increased $83,086, or 120.0% in 2017 compared to
2016. The increase during fiscal year 2017 includes $47,396 related to
acquisitions closed during 2017. The growth in revenues from BTS was primarily
attributable to increases in:



  ? Facilities program management


  ? Environmental services



Segment Income before Taxes from BTS increased $13,171, or 167.8% in 2017 compared to 2016. The increase was primarily due to:



  ? Increased revenues from organic growth


  ? Contributions from acquisitions completed in 2017


  ? Reduction of sub-consultants used to perform services





LIQUIDITY AND CAPITAL RESOURCES




Our principal sources of liquidity are our cash and cash equivalents balances,
cash flow from operations, borrowing capacity under our Senior Credit Facility,
and access to financial markets. Our principal uses of cash are operating
expenses, working capital requirements, capital expenditures, repayment of debt,
and acquisition expenditures. We believe our sources of liquidity, including
cash flow from operations, existing cash and cash equivalents and borrowing
capacity under our Senior Credit Facility will be sufficient to meet our
projected cash requirements for at least the next twelve months. We will monitor
our capital requirements thereafter to ensure our needs are in line with
available capital resources.



                                       December 29,       December 30,
                                           2018               2017

Cash and cash equivalents             $       40,739$       18,751
Billed Receivables, net               $       98,324$       70,686
Unbilled Receivables, net             $       43,411$       39,401
Accounts payable                      $       22,588$       18,373
Accrued liabilities                   $       20,853$       18,994
Notes payable and other obligations   $       46,986$       68,557
Contingent consideration              $        4,698$        1,890






 Operating activities


Our business provided $34,999 of net cash from operations during 2018, an increase of $17,374, or 99%, compared to $17,625 in 2017. This increase was caused by:

? $2,850 - increase in net income which includes an increase of $6,942 related

    to non-cash charges for stock based compensation and depreciation and
    amortization and a $7,657 decrease in deferred income taxes

? $3,528 - increase in billings in excess of costs and estimated earnings on

    uncompleted contracts


  ? $1,351 - decrease in accounts payable and accrued liabilities


  ? $3,238 - decrease in billed and unbilled receivables, net of impact of
    acquisition




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This increase was partially offset by:



  ? $8,374 - increase in income taxes payable



Our business provided $17,625 of net cash from operations during 2017, an increase of $2,412, or 16%, compared to 2016. This increase was caused by:

? $12,399 - increase in net income, which includes an increase of $8,568 related

    to non-cash charges for stock based compensation and depreciation and
    amortization


  ? $7,032 - increase in billed and unbilled receivables



This increase was partially offset by:



  ? $9,405 - increase in deferred income taxes


  ? $6,741 - decrease in accounts payable and accrued liabilities






Investing activities



During 2018, 2017 and 2016, net cash used in investing activities amounted to
$60,358, $62,872 and $46,796, respectively, primarily resulting from cash used
for our acquisitions during the relevant period.



Financing activities


During 2018, net cash provided by financing activities of $47,347 was primarily due to the following:

? Net proceeds from the public offering of the 2018 Firm Shares of $93,469 and

warrant exercise of $1,093

? Principal repayments of $46,241 towards the Senior Credit Facility and notes

    payable and $728 towards contingent consideration



During 2017, net cash provided by financing activities of $28,332 was primarily due to the following:



  ? Proceeds from net borrowing under the Senior Credit Facility of $36,500


  ? Principal repayments of $7,605 towards long-term debt and $563 towards
    contingent consideration



During 2016, net cash provided by financing activities of $43,773 was primarily due to the following:

? Proceeds from a public offering of common stock of $47,146 and a unit warrant

exercise of $1,008

? Principal repayments of $4,594 towards long-term debt, $296 towards contingent

consideration and $383 of debt issuance costs associated with the Senior

    Credit Facility




 Financing



Senior Credit Facility



On December 20, 2018, we entered into an amendment to a Credit Agreement (the
"Credit Agreement") dated December 7, 2016 with Bank of America, N.A. ("Bank of
America") and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS").
Pursuant to the amended Credit Agreement, Bank of America agreed to be the sole
administrative agent for a five-year $125,000 Senior Secured Revolving Credit
Facility ("Senior Credit Facility") to us and, together with PNC Bank, National
Association and Regions Bank as the other lenders under the Senior Credit
Facility, has committed to lend to us all of the Senior Credit Facility, subject
to certain terms and conditions. The Senior Credit Facility is secured by a
first priority lien on substantially all of the assets of the Company. MLPFS has
undertaken to act as sole lead arranger and sole book manager for the Senior
Credit Facility. In addition, the Senior Credit Facility includes an accordion
feature permitting us to request an increase in the Senior Credit Facility by an
additional amount of up to $100,000. The Senior Credit Facility includes a
$20,000 sublimit for the issuance of standby letters of credit and a $15,000
sublimit for swingline loans. The proceeds of the Senior Credit Facility are
intended to be used (i) to finance permitted acquisitions, (ii) for capital
expenditures, and (iii) for general corporate purposes.



Borrowings under the Credit Agreement are at variable rates which are, at our
option, tied to a Eurocurrency rate equal to LIBOR (London Interbank Offered
Rate) plus an applicable rate or a base rate denominated in U.S. dollars.
Interest rates are subject to change based on our Consolidated Senior Leverage
Ratio (as defined in the Credit Agreement).



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The Senior Credit Facility contains certain financial covenants, including a
maximum leverage ratio of 4.0:1 and a minimum fixed charge coverage ratio of
1.20:1. Furthermore, the Senior Credit Facility also contains financial
reporting covenant provisions and other covenants, representations, warranties,
indemnities, and events of default that are customary for facilities of this
type. As of December 29, 2018, we were in compliance with the financial
covenants and there were no outstanding borrowings under our Senior Credit
Facility.



Other Obligations



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 our discretion, payable in three equal
installments, due on the first, second and third anniversaries of November 2,
2018. At December 29, 2018, the outstanding balance of this obligation was
$2,631.



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 our discretion, payable in two equal
installments, due on the first and second anniversaries of February 2, 2018. At
December 29, 2018, the outstanding balance of this obligation was $222.



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
our discretion, payable in two equal installments, due on the first and second
anniversaries of January 12, 2018. At December 29, 2018, the outstanding balance
of this obligation was $534.



On September 6, 2017, the Company acquired all of the outstanding equity
interest in Marron. The purchase price allowed for the payment of $133 in shares
of the Company's stock or a combination of cash and shares of the Company's
stock, at our discretion, payable in two equal installments, due on the first
and second anniversaries of September 6, 2017. The outstanding balance of this
obligation was $55 as of December 29, 2018 and $133 as of December 30, 2017.



On June 6, 2017, the Company acquired all of the outstanding equity interest in
RDK. The purchase price allowed for the payment of $1,333 in shares of the
Company's stock or a combination of cash and shares of the Company's stock, at
our discretion, payable in two equal installments, due on the first and second
anniversaries of June 6, 2017. The outstanding balance of this obligation was
$504 as of December 29, 2018 and $1,333 as of December 30, 2017.



On November 30, 2016, the Company acquired all of the outstanding equity
interests of Hanna. The purchase price allowed for the payment of $1,200 in
shares of the Company's stock or a combination of cash and shares of the
Company's stock, at our discretion, payable in two installments of $600, due on
the first and second anniversaries of November 30, 2016. The outstanding balance
of this obligation was $0 as of December 29, 2018 and $600 as of December 30,
2017.



On October 26, 2016, the Company acquired all of the outstanding equity
interests of JBA. The purchase price allowed for the payment of $2,600 in shares
of the Company's stock or a combination of cash and shares of the Company's
stock, at our discretion, payable in two installments of $1,300, due on the
first and second anniversaries of October 26, 2016. The outstanding balance of
this obligation was $0 as of December 29, 2018 and $1,300 as of December 30,
2017.



On May 20, 2016, the Company acquired all of the outstanding equity interests of
Dade Moeller. The purchase price allowed for the payment of $3,000 in shares of
the Company's stock or a combination of cash and shares of the Company's stock,
at our discretion, payable in three installments of $1,000, due on the first,
second and third anniversaries of May 20, 2016. The outstanding balance of this
obligation was $936 as of December 29, 2018 and $2,000 as of December 30, 2017.



Uncollateralized Promissory Notes




On November 2, 2018, we acquired CHI. The purchase price included an
uncollateralized $15,000 promissory note bearing interest at 3% payable in four
installments of $3,750 due on the first, second, third and fourth anniversaries
of November 2, 2018. The outstanding balance of the CHI Note was $15,000 as of
December 29, 2018.



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On August 24, 2018, we acquired CALYX. The purchase price included an
uncollateralized $4,000 promissory note 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. The outstanding balance of the CALYX Note was
$4,000 as of December 29, 2018.



On February 2, 2018, we acquired CSA. The purchase price included an
uncollateralized $600 promissory note 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 outstanding balance of the CSA Note was $600 as of
December 29, 2018.



On January 12, 2018, we acquired all of the outstanding equity interest in
Butsko. The purchase price included an uncollateralized $1,000 promissory note
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 outstanding
balance of the Butsko Note was $1,000 as of December 29, 2018.



On September 6, 2017, the Company acquired all of the outstanding interests in
Marron. The purchase price included an uncollateralized $300 promissory note
bearing interest at 3.0% payable in three installments of $100, due on the
first, second and third anniversaries of September 6, 2017. The outstanding
balance of the Marron Note was $200 as of December 29, 2018 and $300 as of
December 30, 2017.



On June 6, 2017, the Company acquired all of the outstanding equity interest in
RDK. The purchase price included an uncollateralized $5,500 promissory note
bearing interest at 3.0% payable in four installments of $1,375, due on the
first, second, third and fourth anniversaries of June 6, 2017. The outstanding
balance of the RDK Note was $4,125 as of December 29, 2018 and $5,500 as of
December 30, 2017.



On May 4, 2017, the Company acquired all of the outstanding equity interest in
H&K. The purchase price included an uncollateralized $600 promissory note
bearing interest at 3.0% payable in four installments of $150, due on the first,
second, third and fourth anniversaries of May 4, 2017, the effective date of the
acquisition. The outstanding balance of the H&K Note was $450 as of December 29,
2018 and $600 as of December 30, 2017.



On May 1, 2017, the Company acquired all of the outstanding equity interest in
Lochrane. The purchase price included an uncollateralized $1,650 promissory note
bearing interest at 3.0% payable in four installments of $413, due on the first,
second, third and fourth anniversaries of May 1, 2017, the effective date of the
acquisition. The outstanding balance of the Lochrane Note was $1,238 as of
December 29, 2018 and $1,650 as of December 30, 2017.



On December 6, 2016, the Company acquired all of the outstanding interests of
CivilSource. The purchase price included an uncollateralized $3,500 promissory
note bearing interest at 3.0% payable in four installments of $875, due on the
first, second, third and fourth anniversaries of December 6, 2016, the effective
date of the acquisition. The outstanding balance of the CivilSource Note was
$2,625 as of December 29, 2018 and $3,500 as of December 30, 2017.



On November 30, 2016, the Company acquired all of the outstanding interests of
Hanna. The purchase price included an uncollateralized $2,700 promissory note
bearing interest at 3.0% payable in four installments of $675, due on the first,
second, third and fourth anniversaries of November 30, 2016, the effective date
of the acquisition. The outstanding balance of the Hanna Note was $1,350 as of
December 29, 2018 and $2,025 as of December 30, 2017.



On October 26, 2016, the Company acquired all of the outstanding interests of
JBA. The purchase price included an uncollateralized $7,000 promissory note
bearing interest at 3.0% payable in five installments of $1,400, due on the
first, second, third, fourth and fifth anniversaries of October 26, 2016, the
effective date of the acquisition. The outstanding balance of the JBA Note was
$4,200 as of December 29, 2018 and $5,600 as of December 30, 2017.



On September 12, 2016, the Company acquired certain assets of Weir. The purchase
price included an uncollateralized $500 promissory note bearing interest at 3.0%
payable in four installments of $125, due on the first, second, third and fourth
anniversaries of September 12, 2016, the effective date of the acquisition. The
outstanding balance of the Weir Note was $250 as of December 29, 2018 and $375
as of December 30, 2017.



On May 20, 2016, the Company acquired all of the outstanding equity interests of
Dade Moeller. The purchase price included an aggregate of $6,000 of
uncollateralized promissory notes bearing interest at 3.0% payable in four equal
payments of $1,500 each due on the first, second, third, and fourth
anniversaries of May 20, 2016, the effective date of the acquisition. The
outstanding balance of the Dade Moeller Notes was $3,036 as of December 29, 2018
and $4,500 as of December 30, 2017.



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On July 1, 2015, the Company acquired all of the outstanding equity interests of
RBA. The purchase price included an uncollateralized $4,000 promissory notes
bearing interest at 3.0% payable in four equal payments of $1,000 each due on
the first, second, third, and fourth anniversaries of July 1, 2015, the
effective date of the acquisition. The outstanding balance of the RBA Note was
$1,000 as of December 29, 2018 and $2,000 as of December 30, 2017.



On June 24, 2015, the Company acquired certain assets of Allwyn. The purchase
price included an uncollateralized $500 promissory note bearing interest at 3.5%
that is payable in three equal payments of $167 each due on the first, second
and third anniversaries of June 24, 2015, the effective date of the acquisition.
The outstanding balance of the Allwyn Note was $0 as of December 29, 2018 and
$166 as of December 30, 2017.



On January 30, 2015, the Company acquired all of the outstanding equity
interests of JLA. The purchase price included an uncollateralized $1,250
promissory note bearing interest at 3.5% that is payable in four equal payments
of $313 each due on the first, second, third, and fourth anniversaries of
January 30, 2015, the effective date of the acquisition. The outstanding balance
of the JLA Note was $313 as of December 29, 2018 and $625 as of December 30,
2017.


Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of December 29, 2018 and December 30, 2017.




Effects of Inflation



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


Contractual Obligations and Commitments

The following table summarizes our contractual obligations as of December 29, 2018 (in thousands):

Payments due by fiscal period

                                                      Less than 1                                       More than 5
                                         Total           Year           1-3 

Years 3-5 Years Years Notes Payable and Other Obligations $ 46,986$ 17,139$ 24,376$ 5,471 $

           -
Contingent consideration obligations       4,698             1,845           2,703             150                 -
Operating lease obligations               42,356             9,506          15,278           9,868             7,704

Total contractual obligations $ 94,040$ 28,490$ 42,357$ 15,489$ 7,704

Our accrued liabilities in the consolidated balance sheet include unrecognized
tax benefits. As of December 29, 2018, we had unrecognized tax benefits of $548.
At this time, we are unable to make a reasonably reliable estimate of the timing
of settlements in individual years in connection with unrecognized tax benefit;
therefore, such amounts are not included in the above table.



Recently Issued Accounting Pronouncements




For information on recently issued accounting pronouncements, see Note 1 of the
notes to the consolidated financial statements included elsewhere in this Annual
Report on Form 10-K.

© Edgar Online, source Glimpses

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