Acquisitions | 4. Acquisitions Business Combinations KTA Group Inc. (KTA) In the first quarter of 2021, the Company signed a purchase agreement to acquire KTA Group Inc., with an effective date of January 1, 2021. KTA is a mechanical, electrical and plumbing (MEP) engineering firm based in Herndon, VA. The Company paid total consideration of $3.4 million, which was comprised of 53,159 shares of common stock, at $12.80 per share, for a total of $0.7 million, plus $2.7 million in cash and a promissory note. The promissory note is a four year note with a 3.25% interest rate with equal quarterly payments beginning on April 1, 2021 and ending January 1, 2025. The acquisition of KTA allows Bowman to add electrical engineering to the group of core competencies thereby allowing the Company to cross sell to, and better serve, its renewable energy customers. In addition, KTA’s mechanical engineers bring the experience and expertise necessary to deliver plans and designs for building ventilation, indoor air quality monitoring and medical-grade air filtration. The following summarizes the final calculations of the fair values of KTA Group’s assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 3,447 Purchase Price Allocation: Contract assets 217 Property and equipment, net 453 Intangible assets 871 Other assets 18 Accounts payable and accrued liabilities, current portion (240 ) Contract liabilities (416 ) Total identifiable assets $ 903 Goodwill 2,544 Net assets acquired $ 3,447 The purchase price allocation has been completed, the amounts identified above are deemed to be final. Identified intangible assets are comprised of customer relationships, contract rights and favorable leaseholds for a total amount of $0.9 million, to be amortized over an estimated useful life of 20 years, 3 years, and 9 years, respectively. McFarland-Dyer & Associates In the third quarter of 2021, the Company signed a purchase agreement to acquire McFarland-Dyer & Associates, Inc. (“MDA”), with an effective date of August 1, 2021. MDA is a landscape architectural, land planning, civil engineering and land surveying firm based in Suwanee, GA. The Company paid total consideration of $3.9 million, which was comprised of 32,143 shares of common stock, at $12.85 per share, for a total of $0.4 million, plus $3.5 million in cash, promissory note and assumed liabilities. The promissory note has a 3.25% interest rate with equal quarterly payments beginning on January 15, 2022 and ending April 15, 2024. The purchase agreement includes a contingent consideration feature, which affords the sellers the opportunity to have the promissory note increased by a maximum of $0.7 million based on certain financial performance thresholds measured quarterly from December 31, 2021 through June 30, 2022. The Company initially recorded a $57,000 liability to contingent consideration in connection with the acquisition. Upon further evaluation of projected financial performance thresholds this amount was reduced to $14,000. The Company will quarterly evaluate its estimated liability to the contingent consideration and adjust the balance if necessary. The acquisition of MDA allows Bowman to further enhance its land architectural and civil engineering competencies thereby allowing the Company to broaden its offerings and better serve its public and private sector customers. Upon receipt of the final valuation report the carrying amount of some of the assets and liabilities differed from the preliminary amounts reported in the interim financial statements for the quarter ended September 30, 2021. The following summarizes provisional estimates and the final adjustments to the fair values of MDA assets acquired and liabilities assumed as of the acquisition date (in thousands): September 30, 2021 Change December 31, 2021 Total Purchase Price $ 3,967 $ (43 ) $ 3,924 Purchase Price Allocation: Accounts receivable 1,033 - 1,033 Contract assets 410 (125 ) 285 Property and equipment, net 39 - 39 Intangible assets 990 10 1,000 Other assets 34 - 34 Accounts payable and accrued liabilities, current portion (70 ) (28 ) (98 ) Contract liabilities (230 ) (212 ) (442 ) Total identifiable assets $ 2,206 $ (355 ) $ 1,851 Goodwill 1,761 312 2,073 Net assets acquired $ 3,967 $ (43 ) $ 3,924 The contract assets decreased by $0.1 million and the contract liabilities increased by $0.2 million with a corresponding adjustment to goodwill due to the final analysis of the opening work in progress (“WIP”) on open contracts. The change to the provisional amount resulted in a decrease in revenue of $0.3 million. The accounts payable and other current liabilities increased by $13,000 with a corresponding adjustment to goodwill due to the final analysis of the assumed accounts payable and other current liabilities. The carrying amount of the contract rights intangible assets increased by a net $8,000. This amount represents the $10,000 fair value adjustment, less additional amortization expense. Triangle Site Design PLLC In the fourth quarter of 2021, the Company signed a purchase agreement to acquire Triangle Site Design PLLC (“TSD”), with an effective date of October 1, 2021. TSD is a professional services firm based in Raleigh, NC. The Company paid total consideration of $1.5 million, which was comprised of 65,407 shares of common stock, at $13.56 per share, for a total of $0.9 million, plus $0.6 million in cash, promissory note and assumed liabilities. The promissory note has a 3.25% interest rate with equal quarterly payments beginning on January 1, 2022 and ending October 1, 2024. The acquisition of TSD allows Bowman to further enhance its civil engineering competencies thereby allowing the Company to broaden its offerings and better serve its public and private sector customers. The following summarizes the preliminary calculations of the fair values of TSD assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 1,487 Purchase Price Allocation: Contract assets 19 Intangible assets 1,300 Contract liabilities (64 ) Total identifiable assets $ 1,255 Goodwill 232 Net assets acquired $ 1,487 The purchase price allocation is based upon preliminary information and is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of TSD’s assets acquired and liabilities assumed. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. Identified intangible assets are customer relationships for a total amount of $1.3 million, to be amortized over an estimated useful life of 11 years. PCD Engineering Services, Inc. In the fourth quarter of 2021, the Company signed a purchase agreement to acquire PCD Engineering Services, Inc. (“PCD”), with an effective date of October 8, 2021. PCD is a professional services firm based in Denver, CO. The Company paid total consideration of $2.8 million, which was comprised of 36,444 shares of common stock, at $13.88 per share, for a total of $0.5 million, plus $2.3 million in cash, promissory note and assumed liabilities. The promissory note has a 3.25% interest rate with equal quarterly payments beginning on January 8, 2022 and ending October 8, 2024. The purchase agreement includes a contingent consideration feature, which affords the sellers the opportunity to have the promissory note increased by a maximum of $0.5 million based on certain financial performance thresholds measured quarterly from December 31, 2021 through September 30, 2022. The sellers achieved the financial performance thresholds based on the analysis of results as of December 31, 2021 resulting in a $0.5 million increase to the promissory note. The acquisition of PCD allows Bowman to further enhance its mechanical and electrical engineering competencies thereby allowing the Company to cross sell to, and better serve, its renewable energy customers. The following summarizes the preliminary calculations of the fair values of PCD assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 3,247 Purchase Price Allocation: Accounts receivable 187 Contract assets 135 Property and equipment, net 15 Intangible assets 800 Accounts payable and accrued liabilities, current portion (141 ) Contract liabilities (97 ) Total identifiable assets $ 899 Goodwill 2,348 Net assets acquired $ 3,247 The purchase price allocation is based upon preliminary information and is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of PCD’s assets acquired and liabilities assumed. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. Identified intangible assets are comprised of customer relationships for a total amount of $0.8 million, to be amortized over an estimated useful life of 5 years. BTM Engineering, Inc. In the fourth quarter of 2021, the Company signed a purchase agreement to acquire BTM Engineering, Inc. (“BTM”), with an effective date of October 15, 2021. BTM is a professional services firm based in Louisville, KY that specializes in general civil and structural engineering. The Company paid total consideration of $0.6 million, which was comprised of cash, promissory note and assumed liabilities. The promissory note has a 3.25% interest rate with equal quarterly payments beginning on January 15, 2022 and ending October 15, 2024. The acquisition of BTM allows Bowman to further enhance its civil engineering competencies thereby allowing the Company to broaden its offerings and better serve its public and private sector customers. The following summarizes the preliminary calculations of the fair values of BTM assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 642 Purchase Price Allocation: Accounts receivable 852 Contract assets 97 Property and equipment, net 61 Intangible assets 51 Accounts payable and accrued liabilities, current portion (120 ) Other non-current obligations (19 ) Contract liabilities (280 ) Total identifiable assets $ 642 Goodwill - Net assets acquired $ 642 The purchase price allocation is based upon preliminary information and is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of BTM’s assets acquired and liabilities assumed. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. Identified intangible assets are comprised of customer relationships and contract rights for a total amount of $0.1 million, to be amortized over an estimated useful life of 3 years. Kibart, Inc. In the fourth quarter of 2021, the Company signed a purchase agreement to acquire Kibart, Inc. (“Kibart”), with an effective date of December 16, 2021. Kibart is a professional services firm based in Towson, MD. The Company paid total consideration of $7.0 million, which was comprised of 38,547 shares of common stock, at $19.70 per share, for a total of $0.8 million, plus $6.2 million in cash, promissory note and assumed liabilities. The promissory note has a 3.25% interest rate with equal quarterly payments beginning on March 15, 2022 and ending December 15, 2024. The acquisition of Kibart allows Bowman to further enhance its mechanical and electrical engineering competencies thereby allowing the Company to cross sell to, and better serve, its renewable energy customers. The following summarizes the preliminary calculations of the fair values of Kibart assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 7,040 Purchase Price Allocation: Accounts receivable 2,103 Contract assets 382 Prepaids 61 Property and equipment, net 6 Intangible assets 4,280 Other assets 18 Accounts payable and accrued liabilities, current portion (310 ) Contract liabilities (909 ) Total identifiable assets $ 5,631 Goodwill 1,409 Net assets acquired $ 7,040 The purchase price allocation is based upon preliminary information and is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of assets acquired and liabilities assumed. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. Identified intangible assets are comprised of customer relationships and contract rights for a total amount of $4.3 million, to be amortized over an estimated useful life of 10 years and 3 years, respectively. 1519 Surveying, LLC In the fourth quarter of 2021, the Company signed a purchase agreement to acquire 1519 Surveying, LLC (“1519”), with an effective date of December 23, 2021. 1519 is a professional services firm based in Waco, TX that specializes in surveying and civil engineering. The Company paid total consideration of $10.0 million, which was comprised of 50,559 shares of common stock, at $21.90 per share, for a total of $1.1 million, plus $8.9 million in cash, promissory note and assumed liabilities. The promissory note has a 5.0% interest rate with equal quarterly payments beginning on March 23, 2022 and ending December 23, 2024. The acquisition of 1519 allows Bowman to further enhance its surveying and civil engineering competencies thereby allowing the Company to broaden its offerings and better serve its public and private sector customers. The following summarizes the preliminary calculations of the fair values of 1519’s assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 10,049 Purchase Price Allocation: Accounts receivable 1,032 Contract assets 129 Property and equipment, net 526 Intangible assets 1,950 Other assets 6 Accounts payable and accrued liabilities, current portion (126 ) Contract liabilities (151 ) Total identifiable assets $ 3,366 Goodwill 6,683 Net assets acquired $ 10,049 The purchase price allocation is based upon preliminary information and is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of 1519’s assets acquired and liabilities assumed. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. Identified intangible assets are comprised of customer relationships and contract rights for a total amount of $2.0 million, to be amortized over an estimated useful life of 10 years and 3 years, respectively. Terra Associates, Inc. In the fourth quarter of 2021, the Company signed a purchase agreement to acquire Terra Associates, Inc. (“Terra”), with an effective date of December 31, 2021. Terra is a professional services firm based in Houston, TX specializing in general civil engineering. The Company paid total consideration of $5.8 million, which was comprised of 49,875 shares of common stock, at $21.25 per share, for a total of $1.1 million, plus $4.7 million in cash, promissory note and assumed liabilities. The promissory note has a 3.25% interest rate with equal quarterly payments beginning on March 15, 2022 and ending December 15, 2024. The acquisition of Terra allows Bowman to further enhance its civil engineering competencies thereby allowing the Company to broaden its offerings and better serve its public and private sector customers. The following summarizes the preliminary calculations of the fair values of Terra assets acquired and liabilities assumed as of the acquisition date (in thousands): Total Purchase Price $ 5,812 Purchase Price Allocation: Accounts receivable 794 Contract assets 457 Other assets 6 Intangible assets 1,280 Accounts payable and accrued liabilities, current portion (215 ) Contract liabilities (512 ) Total identifiable assets $ 1,810 Goodwill 4,002 Net assets acquired $ 5,812 The purchase price allocation is based upon preliminary information and is subject to change when additional information is obtained. Goodwill results from an assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. All the goodwill recognized is expected to be deductible for tax purposes. The Company has not completed its final assessment of the fair values of Terra’s assets acquired and liabilities assumed. The final purchase allocation could result in adjustments to certain assets and liabilities, including the residual amount allocated to goodwill. Identified intangible assets are comprised of customer relationships and contract rights for a total amount of $1.3 million, to be amortized over an estimated useful life of 10 years and 3 years, respectively. Results from Acquisitions 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 acquisitions for the year ended December 31, 2021 (in thousands): December 31, 2021 Gross Contract Revenue $ 11,834 Net Income $ 1,539 The following table presents the unaudited, pro forma consolidated results of operations for the years ended December 31, 2021 and 2020 assuming that the acquisitions described above occurred at January 1, 2020. These unaudited pro forma results are presented for informational purposes only and are not meant to represent actual operating results that would have been achieved had the related events occurred on such date (in thousands): December 31, 2021 December 31, 2020 Gross Contract Revenue * $ 177,015 $ 157,703 Net Income $ 3,254 $ 2,788 * Gross contract revenue in these pro forma financials does not conform to GAAP as required by ASC 606, Revenue from Contract with Customers, as it is impracticable to obtain the historical information necessary to apply this accounting standard. The historical estimates required to be able to accurately determine the percent complete accounting on the contracts that comprise the revenue is not available for the required periods. The pro forma information provided is compiled from the pre-acquisition financial information and includes pro forma adjustments to reflect additional depreciation and amortization that would have been expensed assuming the respective assets had been acquired as of January 1 2020. These results also include additional non-cash stock compensation expense assuming acquired employees who received stock grants received those grants on January 1, 2020. |